FREEDOM FINANCIAL HOLDINGS INC (Form: SB-2, Received: 02/08/2007 17:17:26)

As filed with the Securities and Exchange Commission on February__, 2007

Registration No. 333-_

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Freedom Financial Holdings, Inc.

(Name of small business issuer in its charter)

Maryland	6163	56-2560951
(State of or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

6615 Brotherhood Way

Fort Wayne, Indiana 46825

(260) 490-5363

(Address and telephone number of principal executive offices and principal place of business)

HIQ MARYLAND CORPORATION

5 ^TH FLOOR

516 NORTH CHARLES STREET

BALTIMORE, MARYLAND 21201

(800) 564-5300

COPIES TO: RICHARD A. WEINTRAUB,ESQ.

WEINTRAUB LAW GROUP PC

10085 CARROLL CANYON ROAD, SUITE 210

SAN DIEGO, CALIFORNIA 92131

(858) 566-7010

(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE*

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per unit			Proposed maximum aggregate offering price (6)		Amount of registration fee
Common Stock, par value $.001 per share, included by the Company pursuant to this offering (2)(3)		625,000	$	2.00		$	1,250,000		133.75
Common Stock, par value $.001 per share held by current shareholders subject to this registration statement (4)		1,216,653	$	2.00		$	2,433,306		260.36
Common Stock, par value $.001 per share issuable upon exercise of Series A warrants (5)		337,325	$	2.40	(5)	$	809,580		86.63
Common Stock, par value $.001 per share issuable upon exercise of Series B warrants (5)		337,325	$	3.00	(5)	$	1,011,975		108.28
Common Stock, par value $.001 per share issuable upon exercise of building purchase warrants (5)		529,411	$	2.00	(5)	$	1,058,822		113.29
Common Stock, par value $.001 per share issuable upon exercise of personal guarantee warrants (5)		150,000	$	1.70	(5)	$	255,000		27.29
Common Stock, par value $.001 per share issuable upon exercise of underwriter warrants (5)		43,750	$	2.20	(5)	$	96,250		10.30
Total		3,239,464				$	6,914,933		739.90

(1)

Includes shares of our common stock, par value $.001 which may be offered pursuant to this registration statement and shares issuable upon the exercise of warrants.

(2)

These are newly issued shares which we will offer for sale pursuant to this registration statement at $2.00 per share.

(3)

The Company has granted to the underwriter(s) an over-allotment option for the sale of up to an additional 93,750 shares. The over-allotment shares are not reflected in the table. If the over-allotment option is exercised, the proposed maximum aggregate offering price will be 1,437,500.

(4)

These are outstanding shares of common stock which may be offered for sale by selling shareholders pursuant to this registration statement but which are subject to registration rights agreements containing market standoff and leak-out provisions. For a description of the terms of the registration rights agreements see, “Shares Eligible for Future Sale” in the Prospectus.

(5)

These are shares of common stock issuable upon the exercise of certain outstanding warrants. The warrants are exercisable at prices ranging from $1.70 - $3.00. For a description of the terms of the warrants see, “ Description of Securities” in the Prospectus. Exercise prices are fixed in each warrant agreement.

(6)

Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (g) under the Securities Act of 1933. No market currently exists for the shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a) may determine.

EXPLANATORY NOTE

This Registration Statement contains two front and back cover pages for the prospectus, the first of which will be used in connection with the underwritten initial public offering of up to 718,750 shares (including 93,750 shares issuable as part of the underwriter’s over-allotment option) of common stock of Freedom Financial Holdings, Inc. pursuant to this registration statement (the “IPO Prospectus”) and the second of which will be used in connection with the offering by certain selling shareholders of up to 2,614,464 shares of common stock (including 1,397,811 shares underlying warrants) held by the selling security holders (the “Resale Prospectus”). After this registration statement becomes effective, all prospectuses distributed by Freedom Financial Holdings, Inc. will bear the first forms of front and back cover pages, and the prospectuses distributed by the selling shareholders will bear the second forms of front and back cover pages.

The IPO Prospectus and the Resale Prospectus are substantively identical, except for the following principal points:

	·	they contain different outside and inside front covers;

	·	they contain different Offering sections in the Prospectus Summary section;

	·	they contain different Use of Proceeds sections;

	·	the Dilution section is deleted from the Resale Prospectus;

a Selling Stockholder section is included in the Resale Prospectus and is not included in the IPO Prospectus;

the Underwriting section from the IPO Prospectus is deleted from the Resale Prospectus and a Plan of Distribution is inserted in its place;

the outside back cover of the IPO Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement alternate pages to reflect the foregoing differences which are labeled “Alternate Pages for Resale Prospectus.”

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject to completion, dated _________, 2007

FREEDOM FINANCIAL HOLDINGS, INC.

625,000 Shares of Common Stock

Maximum offering of 625,000 shares at $2.00 per share for gross proceeds of $1,250,000

Minimum offering of 375,000 shares at $2.00 per share for gross proceeds of $750,000

This is our initial public offering. We are offering through Alaron Financial Services, Inc., our underwriter, on a best efforts basis a minimum of 375,000 shares of our common stock and up to a maximum of 625,000 shares of our Common Stock at a price of $2.00 per share during an offering period or the Company Offering Period that extends for seven (7) months following date of this prospectus, provided however, that if the minimum offering is not sold within ninety (90) days of the date of this prospectus the offering period, will end on the ninetieth day after the date of this prospectus. The seven (7) month offering period includes the 30 day period for the sale of the over-allotment option.

Until the minimum offering of 375,000 shares are subscribed and paid for, all proceeds received from this offering will be placed in escrow at Tower Bank in Fort Wayne, Indiana and will not be released to us until the minimum offering is met. If the minimum offering is not reached within the prescribed time, all funds placed in the escrow account will be promptly returned, without interest or deduction. Purchasers of our shares will have no right to the return of their funds during the term of the escrow. See “Underwriting”.

We will receive all of the proceeds from the sale of the shares sold under this prospectus. The underwriter has a 30-day over-allotment option, under which it may offer up to 93,750 additional shares in connection with the offering if the 625,000 shares are sold.

	Price To Public ⁽¹⁾		Underwriting Discounts and Commissions		Proceeds to the Company ⁽²⁾
Per Share	$	2.00	$	0.16	$	1.84
Minimum Offering	$	750,000	$	60,000	$	690,000
Maximum Offering	$	1,250,000	$	100,000	$	1,150,000

⁽¹⁾ The offering price has been determined through negotiations between us and the underwriter and is not necessarily related to our assets, book value, financial condition or any other recognized criteria of value. Payment for the shares will be in cash at the time of subscription. The minimum amount that may be purchased is 375,000 shares of our common stock.

⁽²⁾ Less all expenses normally related to an underwriting estimated not to exceed $22,500 for a minimum offering and $37,500 for a maximum offering. The company has already advanced $10,000 to the

underwriter, which it shall apply to expenses incurred in connection with the offering.

The securities offered under this prospectus are speculative and involve a high degree of risk and immediate substantial dilution. See “Risk Factors” beginning on page 3 and “Dilution” beginning on page 16.

No public trading market currently exists for our common stock or any of our other securities. We cannot assure you that our common stock will be listed on any exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

ALARON FINANCIAL SERVICES, INC.

The date of this prospectus is _______, 2007.

TABLE OF CONTENTS

PROSPECTUS SUMMARY		1

INTRODUCTORY COMMENTS		3

RISK FACTORS		3

FORWARD LOOKING STATEMENTS		14

USE OF PROCEEDS		15

DETERMINATION OF OFFERING PRICE		16

DILUTION		16

UNDERWRITING		17

LEGAL PROCEEDINGS		20

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		24

DESCRIPTION OF SECURITIES		26

SHARES ELIGIBLE FOR FUTURE SALE		30

INTEREST OF NAMED EXPERTS AND COUNSEL		31

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		31

ORGANIZATION WITHIN LAST FIVE YEARS		32

BUSINESS OF THE COMPANY		32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		44

DESCRIPTION OF PROPERTY		51

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		52

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		54

EXECUTIVE COMPENSATION		54

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		57

WHERE YOU CAN FIND MORE INFORMATION		57

INDEX TO FINANCIAL STATEMENTS		F-1

INFORMATION NOT REQUIRED IN THE PROSPECTUS		II-1

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS		II-1

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES		II-1

ITEM 27. EXHIBITS		II-3

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it may not contain all of the information that is important to you. You should read the following summary together with the more detailed information regarding our company and the common stock being sold in this offering, including “Risk Factors” and our consolidated financial statements and related notes, included elsewhere in, or incorporated by reference into, this prospectus.

The Company

Background and Business Plan

Titan Holdings, Inc. was incorporated as an Indiana corporation in August 2005. Freedom Financial Holdings, Inc. (the “Company”) was incorporated in Maryland in June 2005 under the name Northern Business Acquisition Corp., a Maryland company, which had been formed specifically for merger with Titan Holdings, Inc., to change the state of incorporation. In February 2006, Titan Holdings, Inc. merged into Northern Business Acquisition Corp. In April 2006, the name was changed to Freedom Financial Holdings, Inc. We are a holding company and conduct all of our operations through our wholly owned subsidiary Freedom Financial Mortgage Corp. Investors in the offering by the Company will purchase shares of Freedom Financial Holdings, Inc., the Maryland holding company.

The Company acquired a mortgage brokerage division in May 2006 through the acquisition of Freedom Financial Mortgage Corp., an Indiana corporation (“FFMC”). FFMC is a mortgage broker and generates revenues by originating mortgage loans that are funded by third parties.

Prior to the acquisition, the Company did not commence operations and did not have any assets or liabilities. Accordingly, the consolidated financial statements included in this prospectus are the financial statements of FFMC.

Currently, the Company’s principal line of business is engaging as a mortgage broker. Our services include originating and processing mortgage loans at our offices. We are licensed currently as a mortgage broker in Indiana, Florida, Georgia and Tennessee. The Company intends to operate the planned expansion of FFMC to build a nationwide broker infrastructure which the Company will use as a distribution channel for its mortgage business and, in the long term, the Company intends to offer additional financial services and products. The proceeds from the sale of the shares of our common stock will be used by the Company for general corporate purposes, which may include, among other things, expanding our operations.

The Company Offering

We are offering a minimum of 375,000 shares of our common stock for sale and a maximum of 625,000 shares of our common stock for sale through Alaron Financial Services, Inc., the underwriter, on a best efforts basis, at a price per share of $2.00. As of January 25, 2007 there were 3,819,681 shares of our common stock outstanding.

Upon completion of this offering there will be 4,194,681 shares of common stock outstanding if the minimum number of shares is sold and 4,444,681 shares of common stock outstanding if the maximum number of shares is sold. If the maximum number of shares is sold and the underwriter exercises its over-allotment option, then there would be a total of 4,538,431 shares of common stock outstanding.

Additional Information

Our principal executive office is located at 6615 Brotherhood Way, Fort Wayne, Indiana 46825. The telephone number at that address is (260) 490-5363. We maintain a site on the World Wide Web at www.freedomfinancialmortgage.net as a website for our subsidiary, FFMC. The information on the subsidiary website should not be considered part of this document and is not incorporated into this Prospectus by reference. This web address of the subsidiary is, and is intended to be, an inactive textual reference. Unless the context otherwise requires, references to “we,” “us” and “our” refer to the combined operations the Company and FFMC.

INTRODUCTORY COMMENTS

Except as otherwise indicated by the context, references in this prospectus to “we,” “us,” “our,” or the “Company” are references to the combined business of Freedom Financial Holdings, Inc., and its wholly-owned subsidiary, Freedom Financial Mortgage Corporation. The terms “we,” “us,” or “our” in each case do not include the selling stockholders. References to “Freedom Financial” are reference to Freedom Financial Holdings, Inc. individually, and References to “FFMC” are references to Freedom Financial Mortgage Corporation, individually.

RISK FACTORS

The purchase of shares of the Company’s common stock involves a high-degree of risk. Prospective Shareholders should carefully consider the risks described below in addition to other information set forth in this Prospectus before making a business and/or financial decision to become a Shareholder of the Company and purchase shares of our common stock. The risks and uncertainties described below are not exclusive. Additional risks and uncertainties not presently known or that the Company currently deems immaterial may also impair its business operations. If one or more of the following risks actually occur, the Company's business operations and financial condition could be materially adversely affected. In that case, an investor may lose all or part of his or her financial participation.

FINANCIAL RISKS

We have approximately $ 150,000 in cash and we will receive a maximum of $1,150,000 in net proceeds from the Company offering and a maximum of $3,231,627 in net proceeds if all of the warrants being registered in the Selling Security Holder offering are exercised. If we are unable to raise more money we will not be able to fully execute our business plan.

As of January 15, 2007, we had approximately $50,000 in cash, plus $100,000 of stock subscriptions receivable, available to fund our operations. If we are successful in raising the full amount under the Company offering, we will have aggregate working capital of approximately $1,200,000.

The amounts and timing of our expenditures will depend primarily on our ability to raise additional capital. We may seek to satisfy our future funding requirements through new offerings of securities or from other sources, including loans from our controlling stockholders. Additional financing may not be available when needed or on terms acceptable to us. We have a current commitment for additional financing in the amount of $200,000 in the form of a line of credit from Tower Bank which is secured by the equity in the office building. The terms of the line of credit allow for interest only daily withdrawals and deposits at prime plus ¼%. Unavailability of further financing may require us to delay, scale back or eliminate some or all of the aspects of our business plan. To the extent we raise additional capital by issuing equity securities, your ownership interest would be diluted.

RISKS RELATED TO THE MORTGAGE INDUSTRY

We might not be successful in achieving our investment objectives if there are significant changes in the economic and regulatory environment surrounding residential mortgage loans.

Our anticipated investment in the residential mortgage brokerage industry will be subject to risks related to national economic conditions, changes in the investment climate for residential mortgage loans, changes in local real estate market conditions, changes in interest rates, changes in the values of all assets owned or held as collateral by the company, governmental rules and fiscal policies, and other factors beyond the control of our management. Changes in these economic and regulatory factors could cause consumers to refrain from purchasing properties, reduce any tax benefits we provide to our Shareholders, or otherwise render unattractive some of the ways we do business.

Income may be affected by many factors including, but not limited to: (1) the inability to achieve or maintain gross revenues as projected; (2) adverse changes in general economic conditions which would affect the purchasing of homes among the public; (3) the lack of acceptance by the local community of the Company's product; (4) adverse local conditions, such as competitive conditions; (5) the failure of the real estate market to develop as expected; (6) governmental regulation; or (7) catastrophes such as fires, earthquakes and floods. Income is subject to various factors, including the above, and may fluctuate from time to time, whereas some expenses related to the real estate business industry, such as interest rates, loan payments, taxes, utility costs, maintenance costs and insurance, tend either to be fixed or to increase.

Additionally, the Company is in the early stages of development, which makes an evaluation of its business operations and its prospects difficult. As a result, the Company has a limited operating history and cannot forecast operating expenses based on historic results.

Our competitors are larger, more diversified, and have extensive experience in the mortgage brokerage industry.

We are in a development stage and, accordingly, our competitors are larger, more diversified, and may have more experience in the mortgage brokerage industry. FFMC will compete with others engaged in the mortgage brokerage business, many of whom have greater financial resources and experience than our management or the Company. Competition in our market niche depends upon a number of factors including price and interest rates of the loan, speed of loan processing, reliability, quality of service and support services.

Our business may be significantly harmed by a slowdown in the economies of Florida, Indiana or Georgia, where we conduct a significant amount of business.

Since inception, a significant portion of the mortgage loans we have brokered (approximately 98%) have been secured by property in Florida, Indiana, and Georgia. An overall decline in the economy or the residential real estate market, or the occurrence of a natural disaster that is not covered by standard homeowners’ insurance policies, in one of the aforementioned states could decrease the value of mortgaged properties in those states. This, in turn, might discourage consumers from purchasing homes in these areas. This could restrict our success in attracting clients and significantly harm our business, financial condition, liquidity and results of operations.

The Company has limited experience in the real estate markets outside of Florida, Indiana, and Georgia. To the extent that we expand our operations to new markets, our business operations may suffer from our lack of experience, which may adversely affect our revenues.

Currently, FFMC operates primarily in Florida, Indiana and Georgia. Depending on the market and our performance, we plan to expand our operations throughout the United States. However, we have limited experience outside of the markets in which we currently operate. Real estate markets vary greatly from location to location and the rights of secured real estate lenders vary considerably from state to state. Our limited experience in most U.S. real estate markets may impact our ability to make prudent investment decisions. Accordingly, where we deem it necessary we may work with independent real estate advisors and local legal counsel in markets where we lack experience. You will not have the opportunity to evaluate the qualifications of such advisors and no assurances can be given that they will render prudent advice to us. Therefore, we can provide no assurances that we will be successful in any geographic expansion of our operations or that we will be able to mitigate the risk of such expansion by working with local brokers or lawyers. Any difficulties encountered by us in this regard could adversely affect our operating results, slow down our expansion plans or result in a reduction of loan origination, any of which may diminish our revenues.

We are subject to losses due to fraudulent and negligent acts on the part of loan applicants, mortgage brokers, other vendors and our employees.

When FFMC brokers mortgage loans, we rely heavily upon information supplied by third parties including the information contained in the loan application, property appraisal, title information and employment and income documentation. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the loan applicant, the mortgage broker, another third party or one of our own employees, we generally bear the risk of loss associated with the misrepresentation.

If we experience a significant number of such fraudulent or negligent acts, our business, financial condition, liquidity and results of operations would be significantly harmed.

FFMC must maintain a minimum adjusted net worth to remain in good standing with the U.S. Department of Housing and Urban Development.

In order to maintain approval with U.S. Department of Housing and Urban Development (“HUD”), a licensed Supervised Loan Correspondent must maintain an adjusted net worth of at least $63,000 dollars and $25,000 dollars for each branch office. In the event that a Supervised Loan Correspondent falls below the minimum requirements HUD has the ability to pursue administrative action which may include a letter of reprimand, probation, suspension or withdrawal of the license.

FFMC is registered with HUD as a Supervised Loan Correspondent and must maintain a total adjusted net worth of $113,000 ($63,000 dollars for the main office and $25,000 dollars for each of the two (2) branch offices). It appears that over the last year, the company may have violated the minimum adjusted net capital requirement set by HUD. There is a possibility that HUD may conduct an audit of FFMC. As such, an audit could result in administrative action which could affect the Company’s status as a HUD licensed entity. However, the Company has instituted new policies to ensure that the Company will not fall below the minimum HUD requirements and the Company will monitor its status for compliance with the minimum requirements on a monthly basis. Only approximately five percent (5%) of the Company’s business is derived from HUD.

The multi-jurisdictional scope of our operations exposes us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the federal, state and local levels.

Because we intend to provide mortgage brokerage services in multiple states, we must comply with the laws and regulations, as well as judicial and administrative decisions, of all of these jurisdictions, as well as an extensive body of federal law and regulations. The volume of new or modified laws and regulations has increased in recent years, and, in addition, individual cities and counties have begun to enact laws that restrict sub-prime loan origination activities in those cities and counties. The laws and regulations of each of these jurisdictions are different, complex and, in some cases, in direct conflict with each other. As our operations continue to grow, it may be more difficult to comprehensively identify, to accurately interpret and to properly program our technology systems and effectively train our personnel with respect to all of these laws and regulations, thereby potentially increasing our exposure to the risks of noncompliance with these laws and regulations.

Our failure to comply with these laws can lead to:

	·		civil and criminal liability;

	·		loss of approved status;

	·		demands for indemnification or loan repurchases from purchasers of our loans; and

	·		class action lawsuits.

BUSINESS RISKS

The inability to attract and retain qualified employees could significantly harm our business.

FFMC will depend upon our wholesale account executives and retail loan officers to attract borrowers by, among other things, developing relationships with financial institutions, other mortgage companies and brokers, real estate agents, borrowers and others. We believe that these relationships lead to repeat and referral business. The market for skilled executive officers, account executives and loan officers is highly competitive and historically has experienced a high rate of turnover. In addition, if a manager leaves our company there is an increased likelihood that other members of his or her team will follow. Competition for qualified account executives and loan officers may lead to increased hiring and retention costs. If FFMC is unable to attract or retain a sufficient number of skilled account executives at manageable costs, FFMC will be unable to continue to attract borrowers, which will ultimately reduce our revenues.

An interruption in or breach of our information systems may result in lost business.

FFMC relies heavily upon communications and information systems to conduct its business. As we implement our growth strategy and increase our volume of loan brokerage, that reliance will increase. Any failure or interruption or breach in security of our information systems or the third-party information systems on which we rely could cause delays and could result in fewer loan applications being received and slower processing of applications. The occurrence of any failures or interruptions could significantly harm our business.

The success and growth of our business will depend upon our ability to adapt to and implement technological changes.

Our mortgage brokerage business is currently dependent upon our ability to effectively interface with our brokers, borrowers and other third parties and to efficiently process loan applications and closings. The origination process is becoming more dependent upon technological advancement, such as the ability to process applications over the Internet, accept electronic signatures, provide process status updates instantly and other customer-expected conveniences that are cost-efficient to our process. Implementing this new technology and becoming proficient with it may also require significant capital expenditures. As these requirements increase in the future, we will have to fully develop these technological capabilities to remain competitive or our business will be significantly harmed.

Our financial results fluctuate as a result of seasonality and other timing factors, which makes it difficult to predict our future performance.

The mortgage brokerage business is generally subject to seasonal trends. These trends reflect the general pattern of housing sales, which typically peak during the spring and summer seasons. As such, our quarterly operating results are expected to fluctuate in the future, reflecting the seasonality of the industry.

We face intense competition that could adversely impact our market share and our revenues.

As we seek to expand our business further, we will face a significant number of additional competitors, many of whom will be well established in the markets we seek to penetrate. Some of our competitors are much larger than we are, have better name recognition than we do, and have far greater financial and other resources than us.

The intense competition in the sub-prime mortgage industry has also led to rapid technological developments, evolving industry standards and frequent releases of new products and enhancements. As mortgage products are offered more widely through alternative distribution channels, such as the Internet, we may be required to make significant changes to our current retail and wholesale structure and information systems to compete effectively. Our inability to continue enhancing our current Internet capabilities, or to adapt to other technological changes in the industry, could significantly harm our business, financial condition, liquidity and results of operations.

The Company recently moved headquarters and may not be able to find a tenant to sub-lease its prior office space.

In October 2006, the Company completed the purchase of an office building located at 6615 Brotherhood Way, Fort Wayne, Indiana 46825. The building is approximately 16,000 square feet. The building has been renovated and the Company moved its headquarters to this new space in December 2006.

Until the move to the new headquarters, the Company rented office space. The base rental for the office space is $2,943 per month and the lease will end on June 30, 2009. The Company is still obligated to fulfill the terms of the lease for the office space. The Company is using and will continue to use its best efforts to sub-lease the office space. However, in the event that the Company is unable to find a tenant to sub-lease the space at the monthly rental rate, or is only able to find a tenant to pay a rent at a rate less than that is called for in the lease, the Company will be obligated to pay the monthly rate due, or the difference between the rate the sub-tenant pays and the leased rate, pursuant to the lease which expires in June 2009. As of the date of this Prospectus the Company has not found a sub-tenant to occupy the space. To the extent that the Company has to continue to make payments pursuant to the lease it may have an adverse effect on the Company.

CONCENTRATED CONTROL RISKS

The management team collectively has the power to make all major decisions regarding the company without the need to get consent from any stockholder or other person.

Presently our management team collectively owns 72.2% of the outstanding common stock. After the Company offering is completed our management and directors will own 64.7% of the outstanding common stock if the minimum number of shares are sold and 56.3% if the maximum number of shares are sold. Our management and directors, therefore, have significant voting power in determining major decisions regarding our affairs, including decisions regarding whether or not to issue stock and for what consideration, whether or not to sell all or substantially all of our assets and for what consideration and whether or not to authorize more stock for issuance or otherwise amend our charter or bylaws. The management and directors will also have significant voting power in the election of our directors and to dictate our policies.

RISKS RELATING TO OUR SECURITIES AND THE MARKET FOR OUR SECURITIES

There is no public market for our common stock and if a market for our stock develops, it may be highly volatile.

No market currently exists for our shares, and none may develop following the Company offering. We intend to seek quotation of our securities on the over-the-counter bulletin board. However, to be quoted on the bulletin board a market maker must file a form 211 application relating to the Company and our common stock. It is possible that no market maker will be willing to file a form 211 application on our behalf. Our failure to create a market for our common stock would result in the purchasers of the shares offered under this prospectus being unable to dispose of their shares in any effective commercial manner.

Since we are relatively thinly capitalized and our stock is a penny stock, if a market in our stock is ever developed, our stock price may become highly volatile. There has been no established public trading market for our common stock and, none of our shares are currently eligible for sale in a public trading market. As a result, investors may find it difficult to dispose of our securities, or to obtain accurate quotations of the price of our securities. This lack of information limits the liquidity of our common stock, and likely will have an adverse effect on the market price of our common stock and on our ability to raise additional capital.

Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies’ securities that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

Another terrorist attack similar to the events that occurred on September 11, 2001 could have an adverse effect on our Company.

A terrorist attack on the United States, similar to what happened on September 11, 2001, could prevent us from achieving the objectives in our business plan. The adverse conditions in financial markets that could result from terrorist activities in the U.S. would likely prevent or impair our company’s ability to obtain capital from public and private investors. We will not be able to successfully pursue our business plan if we are unable to secure additional capital.

We do not plan to pay dividends on our common stock in the foreseeable future and investors will be wholly dependent upon the market for the common stock to realize economic benefit from their investment.

As holders of shares of our common stock, you will only be entitled to receive those dividends that are declared by our board of directors out of surplus. We do not expect to have any surplus available for the declaration of dividends in the foreseeable future. Indeed, there is no assurance that such a surplus will ever materialize to permit payment of dividends to you as holders of the shares. The board of directors will determine future dividend policy based upon our results of operations, financial condition, capital requirements, reserve needs and other circumstances. Furthermore, even if we have surplus, we intend to retain any earnings to finance future growth.

Because our stock is considered a penny stock, any investment in our stock is considered to be a high-risk investment and is subject to restrictions on marketability.

Our common stock is a "penny stock" within the meaning of Rule 15g-9 to the Securities Exchange Act of 1934, which is generally an equity security with a price of less than $5.00. Our common stock is subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor.

In addition, the penny stock regulations require the broker-dealer to:

deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities; and

send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of holders of our capital stock to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity of our securities may be decreased, with a corresponding decrease in the price of our securities. Our common stock in all probability will be subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult to sell their securities.

Certain provisions of our Certificate of Incorporation and Maryland law may make it more difficult for a third party to effect a change- in-control.

Our Certificate of Incorporation authorizes the Board of Directors to issue up to 10,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of the Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire the Company or effect a change-in-control.

Maryland’s corporate take-over statute affords the Company protection in potential “business combinations” with parties who are “interested stockholders.” Such a business combination requires the approval of 80 percent of all outstanding shares and two-thirds of the outstanding shares that are disinterested in the business combination.

An “interested stockholder” is one that is the beneficial owner of 10 percent or more of the voting power of the corporation after the date the corporation had 100 or more beneficial owners of its stock. A “business combination” includes, among other transactions, a merger or share exchange, a sale, lease or transfer in a 12-month period to an interested stockholder of assets valued at 10 percent or more of the market value of the corporation’s outstanding stock or its net worth, and the issuance to an interested stockholder of equity securities of the corporation valued at 5 percent or more of the corporation’s market value. These provisions are subject to many qualifications and exceptions.

If an active public market for our shares of common stock does not develop, our stock will be illiquid and you may lose all or a portion of your investment.

An active public market for our common stock may not develop or be sustained. The price at which our common stock will trade after the Company offering may be lower than the price at which our stock is sold in the Company offering. Market prices for our common stock will be influenced by a number of factors, including:

	·		the issuance of new equity securities pursuant to this, or a future, offering;

	·		changes in interest rates;

	·		competitive developments, including announcements by us or our competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

	·		variations in quarterly operating results;

	·		changes in financial estimates by securities analysts;

	·		the depth and liquidity of the market for our common stock; and

	·		investor perceptions of our company and the sub-prime and non-conforming mortgage industry generally.

GENERAL INVESTMENT RISKS

No market studies have been performed regarding this Offering.

No studies regarding the effect of this Offering have been conducted. In formulating the Company's business plan, the Company has relied on the judgment of the officers, directors and consultants. The effect of the sale of the shares or our common stock has not been analyzed for its effect on the Company's operations, its ability to obtain funds or financing. As a result, the Company may not be able to sell a sufficient portion of the Company offering to allow it to operate successfully. Even if the Company does sell the entire Company offering it may still not become profitable and you may lose your entire investment.

Your investment will be subject to immediate and substantial dilution.

The proposed $2 initial public offering price is substantially higher than our net tangible book value per share of $0.55, immediately after the Company offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. With an offering price of $2 per share of common stock, you will incur immediate and substantial dilution of $1.45 per share of common stock, representing the difference between our pro forma net tangible book value per share after giving effect to the Company offering at the $2 offering price assuming that the maximum offering of shares is effected . See “Dilution.”

Your investment will be subject to an offering price determined based upon negotiations between the Company and the underwriter.

The offering price of the shares of our common stock has been determined based upon the management’s experience with similar projects and the negotiations with the underwriter. The offering price of the shares of our common stock is no indication of their value or the value of Company assets. The price of our common stock may decline after the offering by the Company.

Our management will have broad discretion in the application of Distributable Cash.

Thereafter, the Company may use funds solely for (i) actual capital investment in the business operations and/or assets of the Company and/or FFMC; and (ii) payment of organization and syndication fees and expenses related to the offering by the Company. Although the Company has designated specific use for the proceeds of the Company offering, the Company's management shall have wide discretion as to the exact priority and timing of the allocation of funds raised from the Company offering. The allocation of the proceeds of the Company offering may vary significantly depending upon numerous factors and may be used disproportionately to that set forth in the “Use of Proceeds.” The Company's management may invest the proceeds from the offering by the Company in ways in which not all the shareholders may agree.

The estimates and projections contained in this Prospectus may not be realized.

Any estimates or projections in this Prospectus have been prepared on the basis of assumptions and hypotheses, which our management believes to be reasonable. However, no assurance can be given that the potential benefits described in this Prospectus will prove to be available.

Investment in the Company is highly speculative.

Investment in the Company is speculative and by investing, each investor assumes the risk of losing their entire capital investment. Our management believes that by operating as a mortgage broker an investor’s capital will be preserved for their benefit and a reasonable return in the form of cash distributions will be able to be paid to Shareholders of the Company. However, this objective of our management may not be realized and there is no guarantee of any return on a Shareholder’s investment. You may lose some or all of your investment. Only Shareholders who are able to bear the loss of their entire investment, and who otherwise meet the qualifications discussed in this Prospectus should consider purchasing the shares of our common stock.

The Company may not have the ability to continue as a going concern.

As is indicated in the financial statements, the Company incurred losses through December 31, 2005. In addition, the Company will require substantial additional funding for continuing the development and marketing of its products. The accountants indicated that these factors raised substantial doubt about the Company’s ability to continue as a going concern.

The Company is addressing the concerns raised by the accountants by raising funds, pursuant to the Company offering, to meet net capital and working requirements. The Company plans to use a portion of the proceeds to retain experienced wholesale account executives and retail loan officers with particular skills in the commercialization and marketing of its products and to attain technology to develop already existing and additional products. While there is no assurance that the Company will be able to obtain sufficient additional funds or that such funds, if available, will be on terms satisfactory to the Company, our management believes that the raising of additional funds will allow the Company to continue as a going concern.

You will have little control over operations.

Our management has complete authority to make decisions regarding our day-to-day operations. Our management may take actions with which you disagree. You will not have any right to object to most management decisions unless the management breaches its duties. You will be able to remove the management only by vote of Shareholders requiring a 75% interest in the shares of the company or in other limited instances. Our Shareholders will not be able to amend our bylaws in ways that adversely affect our management without its consent.

We are currently dependent upon the key personnel of our management and the loss of their services, and particularly the services of Brian Kistler, Robin W. Hunt, and Rodney J. Sinn could have a detrimental affect upon the Company.

Our success depends to a significant extent upon the continued service of the officers of the Company and FFMC. The departure of those officers, particularly of Brian Kistler, Robin W. Hunt and/or Rodney J. Sinn, could materially and adversely affect our operations. The Company does not maintain employment agreements with, or key man insurance on Mr. Hunt or Mr. Sinn. However, Mr. Sinn and Mr. Hunt do maintain employment agreements with FFMC. Additionally, Mr. Kistler maintains an employment agreement with the Company.

We are required to indemnify our officers and directors for good faith actions and the indemnification obligation may cause any liability it incurs to be paid by the Company.

Under our bylaws our officers and directors are not liable to us for any act or omission that they take in good faith, except for active and deliberate dishonesty or a criminal act of the officers or directors. Under certain circumstances our management will be entitled to indemnification from us for losses they incur in defending actions arising out of their positions as management of the Company.

The shares of our common stock purchased in the offering by the Company will be subordinate to the rights of our wholly owned operating subsidiary’s existing and future creditors.

We are a holding company and our only assets are and will be the shares of capital stock of our wholly owned operating subsidiary, FFMC, an Indiana corporation. As a holding company without independent means of generating operating revenues, we depend upon dividends and other payments from FFMC to fund our obligations and meet our cash needs. Our expenses may include the salaries of our executive officers, insurance and professional fees. Financial covenants under the existing or future loan agreements of FFMC, or provisions of the Indiana Corporations Code, may limit FFMC’s ability to make sufficient dividend or other payments to us to permit us to fund our obligations or meet our cash needs, in whole or in part. By virtue of this holding-company structure, the shares of our common stock purchased in the Company offering will be structurally junior in right of payment to all existing and future liabilities of FFMC.

FORWARD LOOKING STATEMENTS

This Prospectus (and the documents made available to potential Shareholders) contains forward-looking statements involving risks and uncertainties. These statements relate to future events or the Company's future financial performance. Any statement that is not a reference to historical fact is a forward-looking statement. For example, in some cases, you can identify forward-looking statements by terminology such as " could ," " may ," " will ," " should ," " expect ," " plan ," " intend ," " anticipate ," " believe ," " estimate ," " predict ," " potential " or " continue ," the negative of such terms, or other comparable terminology. These statements are only hypotheses and predictions. Actual events or results may, and often do, differ materially. In evaluating these statements, you should specifically consider various important factors, including the risks described above under " Risk Factors " and in other parts of this Prospectus. These factors may cause actual results to differ materially from any forward-looking statement.

Although the expectations reflected in all forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements. The Company is under no duty to update any of the forward-looking statements after the date of this Prospectus to conform them to actual results or to changes in the Company's expectations.

USE OF PROCEEDS

The proceeds from the sale of the shares of our common stock being offered by the Company pursuant to this prospectus will be approximately $1,150,000, if the entire $1,250,000 is raised in this offering, and assuming underwriting commissions of eight percent (8%) are paid.

We will utilize the proceeds from the offering by the Company to expand our mortgage brokerage operations by providing an additional source of funding that can be used to fund our marketing and geographic expansion expenses, for expansion of the business of the Company and general corporate and working capital purposes, including to:

Expand existing operations of the subsidiary;

Invest in technology to improve our infrastructure;

Open additional offices; and

Hire additional staff

Additionally, we may to use some of the proceeds to pursue other business opportunities that we may encounter.

Further, with regard to the expansion of our mortgage brokerage operations, these proceeds will be used to provide an additional source of funding that can be used to build a nationwide broker infrastructure. Initially, we intend to concentrate our mortgage brokerage operations throughout the areas in which we have experience, specifically Indiana, Georgia and Florida. Depending on the market and our performance, we anticipate expanding our mortgage brokerage operations throughout the United States. Our strategies and timing for such expansion, however, are still under development. Any such expansion may involve opening new offices, adding professional staff, increasing our marketing activities and developing enhanced information technology systems to serve a broader market. We anticipate using a portion of the proceeds from both offerings to fund such expenses.

We may also consider from time to time strategic opportunities to enhance our business through acquisitions, joint ventures or securitization arrangements. Proceeds from the sale of shares of our common stock may be used to pursue such opportunities. We do not have any present commitments with respect to any acquisitions or other strategic transactions.

Our management will retain significant discretion in determining how to use the proceeds from the offering by the Company. In making any decision about the use of proceeds, we will consider our capital resources. Further, our decisions about the use of proceeds will be influenced by changing business conditions and the availability of attractive investment opportunities.

We will have complete discretion over how we may use the proceeds, if any, from the offering by the Company. We cannot assure purchasers that our use of the net proceeds will not vary substantially due to unforeseen factors. Pending use of the proceeds from the Company offering, we may invest all or a portion of such proceeds in marketable securities, equity securities of other companies, short-term, interest-bearing securities, U.S. Government securities, money market investments and short-term, interest-bearing deposits in banks. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding our sources and uses of capital.

DETERMINATION OF OFFERING PRICE

The offering price of the shares of our common stock being offered by the Company pursuant to this prospectus has been established at $2.00 per share of our common stock. This price per share was determined solely by negotiation with the underwriter. The offering price does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (“OTCBB”) concurrently with the filing of this Prospectus. However, there is no assurance that our common stock, once it becomes listed on a public exchange, will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions. The offering price should not be considered a determination of the actual present or future value of the shares of our common stock.

DILUTION

Dilution represents the difference between the net tangible book value per share of common stock in the Company, both before and after the offering by the Company. Net tangible book value per share or our common stock is the difference between the Company's tangible assets and its liabilities, divided by the number of shares of our common stock outstanding. Shareholders in the offering by the Company will encounter an immediate seventy two and one-half percent (72.5%) dilution of their shares of our common stock based on the number of shares of common stock the Company has already issued, assuming the maximum offering is sold.

The aggregate number of shares of our common stock issued before the offering by the Company was 3,819,681. The aggregate capital contribution for those shares was $1,325,156. The average net tangible book value per share of our common stock is $0.3469.

OFFERING

Maximum Offering 625,000 Shares ($1,250,000)

Assuming all 625,000 of the shares of our common stock authorized pursuant to this offering are subscribed for 4,444,681 shares will be issued and outstanding and the net tangible book value of the Company's shares of common stock would equal $2,460,046 or approximately $0.55 per Share. The following table illustrates the per Share dilution:

	Per Share
Price Per Share	$	2.00
Net Tangible Book Value Per Share Prior to Offering	$	0.3469
Increase in Net Tangible Book Value Per Share	$	0.2066
Net Tangible Book Value Per Share After Offering	$	0.5535
Dilution to Shareholders	$	1.4465
Percentage Dilution to Shareholders		72.5	%

Minimum Offering 375,000 Shares ($750,000)

Assuming the minimum of 375,000 of the shares of our common stock authorized pursuant to the Company offering are subscribed for 4,194,681 shares will be issued and outstanding and the net tangible book value of the Company's shares of common stock would equal $2,000,046 or approximately $0.48 per Share. The following table illustrates the per Share dilution:

	Per Share
Price Per Share	$	2.00
Net Tangible Book Value Per Share Prior to Offering	$	0.3469
Increase in Net Tangible Book Value Per Share	$	0.1299
Net Tangible Book Value Per Share After Offering	$	0.4768
Dilution to Shareholders	$	1.5232
Percentage Dilution to Shareholders		76	%

UNDERWRITING

In connection with the offering being made by the Company pursuant to this prospectus, we, by and through the underwriter, are offering the shares of our common stock at $2.00 per share on a "best efforts," Minimum/Maximum basis. This means that the minimum number of shares that can be sold in the offering is 375,000 and the maximum number of shares to be sold in the offering is 625,000. These shares will be offered for sale during an offering period (the “Company Offering Period”) that extends for seven (7) months following date of this prospectus, provided however, that if the minimum offering is not sold within ninety (90) days of the date of this prospectus the offering period will end on the ninetieth day after the date of this prospectus. The seven (7) month offering period includes the 30 day period for the sale of the over-allotment option.

We have granted an over-allotment option to the underwriter. Under this option, the underwriter may elect to offer a maximum of 93,750 additional shares above the 625,000 maximum offering amount.

All proceeds received for the offering by the Company will be promptly deposited in an escrow account with Tower Bank and will not be released to us unless at least 375,000 shares are sold on or before 90 days after the date of this prospectus. If this threshold is not reached within the prescribed time, all funds placed in the escrow account will be promptly returned, without interest or deduction.

Should the minimum offering be reached within the initial 90 day period of the Company Offering Period, we may immediately receive the minimum proceeds, less offering expenses, and may continue to sell the offering until the maximum offering is reached, if possible. Therefore, it is possible that purchasers of the shares may have their funds in escrow for as much as 90 days before the offering is closed.

If it becomes necessary to reach the minimum offering, our company’s officers, directors and employees each have the right to purchase up to 10% of the shares in this offering. Such right to purchase shares of this offering is limited to a total of 10% of the offering for all officers, directors and employees as a group.

Purchasers will have no right to the return of their funds during the term of the escrow.

We have been advised by the underwriter that the underwriter proposes to offer the shares to the public at the offering price set forth on the cover page of this prospectus. The underwriter has advised us that the underwriter proposes to offer the securities through members of the National Association of Securities Dealers, Inc. or NASD, and may allow concessions, in its discretion, to certain selected dealers who are members of the NASD and who agree to sell the securities in conformity with the NASD's Conduct Rules. Such concessions will not exceed the amount of the underwriting discount that the underwriter is to receive.

Our officers and directors may introduce the underwriter to persons to consider this offering by the Company and to purchase securities either through the underwriter or through participating dealers. In this connection, no securities have been reserved for those purchases and officers and directors will not receive any commissions or any other compensation.

We have agreed to pay to the underwriter a commission or underwriting discount of eight percent (8%) of the gross proceeds of this offering by the Company.

We must pay all expenses normally related to an underwriting including, but not limited to, the fees and expenses of legal counsel for us and the underwriter, printing, accounting, postage, SEC and NASD filing fees, and state fees. The underwriter will pay the expenses relating to obtaining meeting rooms, food and beverage charges and other expenses related to holding informational meetings with respect to the Company offering for institutional and retail investors. We have advanced $10,000 to the underwriter to apply to its expenses incurred in this offering by the Company.

We have granted the underwriter a two-year right of first refusal to act as the lead underwriter in any public or private offering effected by us from two (2) years after the closing of the Company offering. Further, should any investor introduced to us by the underwriter invest in our securities during the two-year period following the closing of the Company offering, the underwriter would be entitled to receive an eight percent commission on the sale.

Prior to the Company offering, there has been no public market for our common stock. Consequently, the initial public offering price of the common stock has been determined through negotiations between us and the underwriter.

Among the factors considered in determining the public offering prices were the history of, and the prospects for, our business, an assessment of our management, our past and present operations, its development and the general condition of the securities market at the time of the Company offering. The initial public offering prices do not necessarily bear any relationship to our assets, book value, earnings or other established criteria of value. Such prices are subject to change as a result of market conditions and other factors, and no assurance can be given that a public market for the securities will develop after the closing of the initial public offering, or if a public market in fact develops, that such public market will be sustained, or that the securities can be resold at any time at the offering or any other price. See "Risk Factors."

At the closing of the Company Offering Period, we will issue to the underwriter and/or persons related to the underwriter, for nominal consideration, warrants to purchase up to an amount equal to seven percent (7%) of the total number of common shares which have been sold during the Company offering. These warrants are sometimes referred to in this prospectus as Agent Warrants. The Agent Warrants will be exercisable at any time after one year from the effective date of the Registration Statement and shall expire, if not exercised, five (5) years from the effective date of the Registration Statement. The initial exercise price of each Agent Warrant shall be $2.20 per underlying share (110%) of the public offering price). The Agent Warrants will be restricted from sale, transfer, assignment or hypothecation for a period of twelve months from the effective date by the holder, except (i) to officers of the Underwriter and members of the selling group and officers and partners thereof; (ii) by will; or (iii) by operation of law.

The Agent Warrants contain provisions providing for appropriate adjustment in the event of any merger, consolidation, recapitalization, reclassification, stock dividend, stock split or similar transaction. The Agent warrants contain net issuance provisions permitting the holders thereof to elect to exercise the Agent Warrants in whole or in part and instruct us to withhold from the securities issuable upon exercise, a number of securities, valued at the current fair market value on the date of exercise, to pay the exercise price. Such net exercise provision has the effect of requiring us to issue shares of common stock without a corresponding increase in capital. A net exercise of the Agent Warrants will have the same dilutive effect on the interests of our shareholders as will a cash exercise. The Agent Warrants do not entitle the holders thereof to any rights as a shareholder until such agents warrants are exercised and shares of common stock are purchased thereunder.

The Agent Warrants and the securities issuable thereunder may not be offered for sale except in compliance with the applicable provisions of the Securities Act. The Agent Warrants are being registered as part of the selling security holders offering.

We have agreed to indemnify the underwriter against any costs or liabilities incurred by the underwriter by reason of misstatements or omissions to state material factors in connection with the statements made in the registration statement of which this prospectus is a part. The underwriter has in turn agreed to indemnify us against any costs or liabilities by reason of misstatements or omissions to state material facts in connection with the statements made in the registration statement, including this prospectus, based on information relating to the underwriter and furnished in writing by the underwriter. To the extent that these provisions may purport to provide exculpation from possible liabilities arising under the federal securities laws, in the opinion of the Commission, such indemnification is contrary to public policy and therefore unenforceable.

The underwriter has informed us that it does not expect sales accounts over which the underwriter has discretionary authority to exceed 5% of the shares of common stock being offered.

The foregoing is a summary of the principal terms of the agreements and documents described above and does not purport to be complete. Reference is made to copies of each such agreements and documents which are filed as exhibits to the registration statement that includes this prospectus.

LEGAL PROCEEDINGS

On November 28, 2006 a complaint was filed in the Court of Common Pleas, Cuyahoga County Justice Center in the State of Ohio in which FFMC was named as defendant. There are 22 named plaintiffs in the action. The complaint alleges violations of the Telephone Consumer Protection Act of 1991 which prohibits the transmission of unsolicited facsimiles for advertisement. The Complaint also asserts violation Consumer Sales Practice Act, a related Ohio statute for the transmission of unsolicited facsimiles for advertisement. FFMC contracted with a third party for advertising services. The third party sent facsimile transmissions to the plaintiffs in the action. Damages for violation of the federal statute range from $500-$1500 per violation. Damages are $200 per violation of the Ohio statute; additionally, attorney’s fees may be awarded. The Company filed an answer to the complaint on February 7, 2007 in which it denied liability and asserted a complaint against the third party it contracted with for indemnification purposes. It is the intention of the Company to vigorously defend against all claims asserted in the complaint.

Other than the lawsuit mentioned above, the Company is currently not a party to any material litigation, nor is the Company aware of any pending or threatened claims.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Management of Freedom Financial Holdings, Inc.

The following table sets forth information regarding our directors and officers. Executive Officers and Directors of the Company and their positions are as follows:

Name :	Position(s)	Age
Brian Kistler	Chief Executive Officer, Director	50
Robin W. Hunt	Chief Financial Officer, Director	42
Rodney J. Sinn	Director	42
Robert Houlihan	Director	68
Gregory Fields	Chief Operations Officer, Director	47
Robert W. Carteaux	Director	73
Stan Lipp	Director	69

The Management of Freedom Financial Mortgage Corporation

The following table sets forth information regarding the officers of Freedom Financial Mortgage Corporation:

Name	Position	Age
Rodney J. Sinn	President	42
Robin W. Hunt	Vice-President	42
Brian Kistler	Director	50

The principal occupation and business experience of each of our officers, directors and key employees, for at least the last five (5) years is as follows:

Brian Kistler . Mr. Kistler has extensive work history in the financial services industry. He began working at the securities firm Edward Jones in 1987 and over five (5) years increased his assets under management to $45 million dollars. Mr. Kistler then joined Linsco/Private Ledger in 1992, an independent broker/dealer firm, where he worked as an independent contractor. In 1994 he was recruited by broker/dealer Hillard Lyons to develop the northeast area of Indiana. During his time at Hillard/Lyons Mr. Kistler had assets under management of nearly $100 million dollars. In 1999 Mr. Kistler joined Raymond James & Associates to manage their recently acquired Fort Wayne, Indiana office. Subsequently, he became the manager of nine (9) Raymond James offices in Indiana. Mr. Kistler’s responsibilities included managing fifty-three employees. During his time as manager, the revenues and assets under management grew substantially as a direct result of Mr. Kistler’s ability to recruit, retain and train high quality financial advisors. Mr. Kistler left Raymond James in December 2005 to focus on the development of the Company.

Mr. Kistler is the founder of the Company and will serve as a Director and as its Chief Executive Officer. He was appointed to these positions on February 10, 2006.

Robin W. Hunt . Mr. Hunt has a diversified work history in the mortgage industry. In 1989 he began working at Project Renew and in 1990 he took over as the Executive Director. During his tenure at Project Renew, he reinvested over $15.5 million dollars into Fort Wayne’s older neighborhoods. Mr. Hunt was also responsible for the development and administration of federal and private loan programs. Additionally, he established Project Renew as a qualified housing agency with the Department of Housing and Urban Development. He also qualified Project Renew to act as a mortgagee and project manager under the Federal Housing Administration 203K Program. During his time at Project Renew, he also became the Chief Financial Officer and was responsible for the annual accounting audit and bi-annual government audits.

In March of 2000 Mr. Hunt joined FFMC. His responsibilities at FFMC have included development of financial management systems, staff policy and procedures and quality control procedures for FFMC. Additionally, he qualified FFMC for lender approval with the Federal Housing Administration and the Department of Veteran Affairs. Mr. Hunt maintains all daily financial duties including payroll and payroll taxes and oversees the annual financial audit. Further, he maintains all state licenses. During Mr. Hunt’s tenure, FFMC has expanded its geographic area and has established relationships with over 100 wholesale lenders. Mr. Hunt is the brother-in-law of Mr. Sinn.

Mr. Hunt joins the Company as the Chief Financial Officer and a Director. He was appointed to these positions on February 10, 2006. In addition, he will continue his duties with FFMC.

Rodney J. Sinn . Mr. Sinn is a dedicated and experienced mortgage professional who has focused on the mortgage business since 1989. In late 1997 Mr. Sinn formed FFMC and has worked there since that time. During his tenure at FFMC, the company has significantly increased its loan production, growing from 125 closings in 1998 to over 900 in 2003. Mr. Sinn is the President of FFMC. Additionally, Mr. Sinn is the brother-in-law of Mr. Hunt.

Mr. Sinn joins the Company as a director. He was appointed to this position on February 10, 2006. In addition, he will continue his duties with FFMC.

Robert Houlihan . Mr. Houlihan has been in the insurance industry since 1959, when he joined the New England Fire Insurance Rating Association as an inspector. In 1968 Mr. Houlihan joined the staff of Brotherhood Mutual Insurance Company as the supervisor of the Commercial Lines Department. He was named chief underwriter in 1969, manager of underwriting in 1976, and assistant vice president of underwriting in 1977. Mr. Houlihan was promoted to vice president - underwriting in 1983, assumed responsibility for building and grounds in 1998. From 1998 through June of 2003 Mr. Houlihan was vice president - building and grounds. Since June of 2003 Mr. Houlihan has been retired.

Mr. Houlihan graduated from Bryant College in Providence, RI, in 1957 with a degree in business administration.

Mr. Houlihan joins the Company as an independent director. He was appointed to this position on May 17, 2006.

Gregory Fields . Mr. Fields is an experienced business development professional who has over 25 years of business operations experience. From 1991-2003 Mr. Fields was a founding team member and Vice-President of a small consumer electronics company, Innotek Pet Products, Inc., which was sold to an investment group. In 2003, he purchased his current company, G.K. Fields & Associates dba Action International which provides business management consulting services. Throughout the past three (3) years, Mr. Fields has assisted business owners by helping grow their own business-development potential through coaching in sales, marketing, teambuilding, customer service and leadership.

Mr. Fields has a Bachelor of Science in Business from Indiana Wesleyan University where he graduated cum laude. He also earned an Associates degree from Purdue University in management and an Electronics Communication Degree from Indiana Tech in Fort Wayne.

Mr. Fields joins the Company as a Director and the Chief Operating Officer. He was appointed as a Director on May 17, 2006 and he became the Chief Operating Officer on January 11, 2007.

Robert W. Carteaux . Mr. Carteaux has been an investor for his own account for the past five years. Prior to his retirement in 1997, he was the President and CEO of CTC, Inc., a wholesale consumer products distributor, for 31 years. During his business career Mr. Carteaux successfully founded five (5) businesses which he later sold to employees of each company.

Mr. Carteaux joins the Company as a Director. He was appointed to the position on December 4, 2006.

Stan Lipp . Mr. Lipp currently serves as the President of TreadBlaster Marketing, Inc., where he oversees the marketing and selling of the TreadBlaster products, and the Chairman of Carpet One in Fort Wayne, Indiana. Mr. Lipp has a Bachelor of Arts in Political Science and Public Administration from the University of Colorado. Mr. Lipp was the founder of Carpetland USA and worked with the company from 1960-1997. During that time he expanded the business into multiple states and locations. Currently, he serves as the Chairman of Carpet One in Fort Wayne, Indiana. Mr. Lipp has in the past, and currently serves on the boards of several charitable organizations and has been awarded many business honors including Sagamore of The Wabash by the State of Indiana Governor Evan Bayh.

Mr. Lipp joins the Company as a director. He was appointed to this position on December 4, 2006.

To the best of our knowledge, except as set forth herein, none of our directors or director nominees has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Family Relationships

There are no family relationships among our directors or officers other than that between Mr. Hunt and Mr. Sinn as described above.

Legal Proceedings

To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

Meetings and Committees of the Board of Directors

We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.

We do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of our non-employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person.

We do not yet have a compensation committee of the Board of Directors. We expect to form such a committee in the future.

Except as disclosed in the applicable employment agreements discussed in the section of this document titled “Executive Compensation,” “Employment Agreements” and as disclosed in the section of this document titled “Certain Relationships and Related Transactions,” no arrangement or understanding exists between any executive officer and any other person pursuant to which any executive officer was selected to serve as an executive officer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of the date of this prospectus by (i) each person known to us to be the beneficial owner of more than 5 percent of our outstanding common stock, (ii) each director, (iii) each executive officer, and (iv) all executive officers and directors as a group. Unless otherwise indicated, the address of each of the following persons is 6615 Brotherhood Way, Fort Wayne, Indiana 46825.

Security Ownership of Certain Beneficial Owners

Title of Class	Name and Address of Beneficial Owner	Amount and nature of Beneficial Owner(1)	Percent of Class(2)
Common Stock	Brian Kistler 6461 N 100E Ossian, IN 46777	1,715,457	45.7	%

Common Stock	Rodney J. Sinn 17225 Rd 1 Spencerville, IN 46788	383,952	10.2	%

Common Stock	Robin W. Hunt 17318 Dawkins RD New Haven, IN 46774	252,286	6.7	%

(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of Company common stock.

(2) A total of 3,819,681 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial Owner above, any options exercisable within 60 days have been included in the denominator.

Security Ownership of Management

Title of Class	Name and Address of Beneficial Owner	Amount and nature of Beneficial Owner(1)	Percent of Class(2)
Common Stock	Brian Kistler 6461 N 100E Ossian, IN 46777	1,715,457	45.7	%

Common Stock	Rodney J. Sinn 17225 Rd 1 Spencerville, IN 46788	383,952	10.2	%

Common Stock	Robin W. Hunt 17318 Dawkins RD New Haven, IN 46774	252,286	6.7	%

Common Stock	Stanley P. Lipp 6615 Brotherhood Way Fort Wayne, Indiana 46825	176,471	4.7	%

Common Stock	Robert W. Carteaux 700 Woodrcroft Ln. Fort Wayne, Indiana 46825	176,470	4.7	%

Common Stock	Gregory K. Fields 918 Perry Woods Cove Fort Wayne, Indiana 46925	7,500	0.2	%

Common Stock	All executive officers and directors as a group	2,712,136	72.2	%

( 1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of Company common stock.

Change in Control

There are no arrangements that may result in a change in control or our company.

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 150,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock $0.001 par value per share. As of the date of this Prospectus, but before giving effect to the sale of shares of common stock pursuant to the offering by the Company, there will be 3,819,681 shares of common stock issued and outstanding. There are no shares of Class A Preferred Stock, Class B Preferred Stock or Class C Preferred Stock issued and outstanding. As of the date of this Prospectus there are 1,397,811 warrants outstanding to purchase 1,397,811 shares of common stock.

The following description of our capital stock is intended as a summary only and is qualified in its entirety by our amended and restated articles of incorporation and bylaws, which are filed as exhibits to the registration statement, of which this Prospectus forms a part.

Common Stock

Each outstanding share of the common stock is entitled to equal voting rights, consisting of one vote per share. In the event we liquidate, dissolve or windup our operations, either voluntarily or involuntarily, each outstanding share of the common stock is entitled to share equally in our assets. The holders of the common stock are entitled to receive dividends when and as declared by the board of directors, out of funds legally available therefore. We have not paid cash dividends in the past and we do not expect to pay any within the foreseeable future since any earnings are expected to be reinvested.

Preferred Stock

All outstanding shares of our preferred stock have been converted into common stock. Upon conversion of the preferred stock, those shares of preferred stock resumed the status of authorized but unissued preferred shares available for issuance. Our board of directors has the authority, without further action by the stockholder, to issue up to 10,000,000 shares of preferred stock in one or more classes. In addition, our board of directors may fix the rights, preferences and privileges of any class of preferred stock it determines to issue. These rights may include such items as a preferential return in the event of our liquidation or the right to receive dividends if declared by the board of directors. Any or all of these rights may be superior to the common stock.

Warrants

Series A Warrants

The Company sold 337,325 Series A Warrants in a previous private placement which closed in January 2007. Each Series A Warrant gives the investor the right to subscribe and purchase, for a period of three (3) years from the date of the closing of the Company offering, one share of common stock of the Company. The purchase price of each share of common stock shall be equal to 120% of the price for common stock sold in the Company offering. Series A warrants are not exercisable by holders until one (1) year after the close of the Company offering.

The Company may call the Series A Warrants, upon 30 days’ written notice, after one (1) year if the average closing price of the Company’s common stock for any 20 consecutive trading days is at least 120% of the Company offering price per share ($2.00), and provided that all the shares of common stock issuable pursuant to the warrants are registered under an effective registration statement. The Company must simultaneously call all, but not less than all, of the Series A Warrants on the same terms. The call option expires three (3) years from the date of the closing of the Company offering.

Series B Warrants

The Company sold 337,325 Series B Warrants in a previous private placement which closed in January 2007. Each Series B Warrant gives the investor the right to subscribe and purchase, for a period of five (5) years from the date of the closing of the Company Offering Period one share of common stock of the Company. The purchase price of each share of common stock shall be equal to 150% of the price for common stock sold in the Company offering ($2.00). Series B warrants are not exercisable by holders until one (1) year after the close of the Company offering.

The Company may call the Series B Warrants, upon 30 days’ written notice, after two (2) years if the average closing price of the Company’s common stock for any 20 consecutive trading days is at least 150% of the Company offering price per share, and provided that all the shares of common stock issuable pursuant to the warrants are registered under an effective registration statement. The Company must simultaneously call all, but not less than all, Series B Warrants on the same terms. The call option expires five (5) years from the date of the closing of the Company offering.

Building Purchase Warrants

The Company issued 529,411 warrants to purchase shares of our common stock to Robert W. Carteaux (“Carteaux”) and Stanley P. Lipp (“Lipp”) in connection with the purchase of real property located at 6615 Brotherhood Way, Fort Wayne, Indiana. The warrants are exercisable at the price of the shares in the Company offering; the warrants are not exercisable for a period of one (1) year from the date of the close of the Company Offering Period and shall expire five (5) years from the close of the Company offering.

Personal Guarantee Warrants

The Company issued 150,000 warrants to purchase shares of our common stock to Carteaux for his personal guarantee for a portion of a loan covering the costs for renovation of the real property located at 6615 Brotherhood Way, Fort Wayne, Indiana. The warrants are exercisable at 85% of the price of the shares in the Company offering; the warrants are not exercisable for a period of one (1) year from the date of the close of the Company Offering Period and shall expire five (5) years from the close of the Company Offering Period.

Underwriters Warrants

Upon the closing of the Company Offering Period, the Company will sell Alaron Financial Services, Inc. warrants to purchase an aggregate number of shares of common stock equal to seven percent (7%) of the number of shares sold in the offering, up to a maximum of 43,750 warrants. Each warrant is exercisable into one (1) share of common stock during the five (5) year period commencing one (1) year after the effective date of the Registration Statement of the Company at ten percent (10%) above the price the shares of our common stock are offered to the public in the Company offering.

Provisions Common to all Warrants issued by the Company

The exercise prices and number of shares of common stock issuable upon exercise of all the warrants are subject to adjustment in certain circumstances, including in the event of a stock dividend, stock split, recapitalization, reorganization, merger or consolidation.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the Company, accompanied by full payment of the exercise price to the Company for the number of warrants being exercised. Holders of the warrants do not have the rights or privileges of holders of common stock.

In order to comply with applicable laws in connection with the exercise of the warrants and the resale of the common stock issued upon such exercise, the warrants will be exercisable only if:

at the time of exercise, we have an effective and current registration statement on file with the Securities and Exchange Commission covering the shares of common stock issuable upon exercise of the warrant; and

such shares have been registered or qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the holder of such warrant.

We will use our best efforts to have all shares so registered or qualified on or before any exercise date and to maintain a current prospectus relating thereto until the expiration of the warrants, subject to the terms of the warrant agreement. While it is our intention to do so, there is no assurance that we will be able to comply. We will be required to file post-effective amendments to this registration statement when subsequent events require such amendments in order to continue the registration of the shares of our common stock underlying the warrants and to take appropriate action under state laws. During any period in which we fail to maintain the effectiveness of this registration statement, the warrant holders will not be able to exercise their warrants.

Registration Rights

The selling security holders and their permitted transferees of “registerable securities” are entitled to certain registration rights with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of those shares of our common stock into which those securities are convertible or exercisable into upon the close of the offering by the selling security holders. Subject to the terms of the agreements, the Company will register the registerable securities subject to the registration rights agreements.

Piggyback registration rights . All parties to the registration rights agreements have piggyback registration rights. Under these provisions, if we register securities for public sale, these security holders will have the right to have their shares included in the registration statement, subject to customary exceptions. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement.

Expenses of registration . We will pay all registration expenses, other than underwriting discounts and commissions.

Indemnification. The registration rights agreements contain customary cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling shareholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them .

2006 Incentive Stock Plan

The Company has designed an incentive stock plan to retain directors, executives, selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the plan thereby providing participants with a proprietary interest in the growth and performance of the Company. Pursuant to the terms of the plan, incentive stock options may only be issued to employees of the Company. Incentive stock options may be granted to officers or directors, provided they are also employees of the Company. Payment of a director's fee shall not be sufficient to constitute employment by the Company.

We have reserved a total of 300,000 shares of our common stock for issuance pursuant to the 2006 plan. As of the date of this Prospectus no incentive stock options have been granted.

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to the Company offering, there was no public market for our common stock. Future sales of our common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock. We intend to apply to have our common stock approved for trading on the OTCBB concurrently with the filing of this Prospectus.

Upon completion of the Company offering, we will have outstanding an aggregate of 4,444,681 shares of common stock, assuming the issuance of 625,000 shares of our common stock offered by the Company. Of these shares, the 625,000 shares sold in the Company offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “ affiliates, ” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to certain limitations and restrictions.

The 1,216,653 shares of our common stock that we are registering on behalf of the selling security holders were issued and sold by us on reliance on exemptions from the registration requirements of the Securities Act. All of these shares are subject to “ lock-up” agreements described below on the effective date of the Registration Statement.

Additionally, to the extent that any of the shares eligible for future sale are held by officers or directors of the Company, the Company intends to enter into a 10b-5 plan with those officers and/or directors.

Lock-up Agreements

Our CEO, Brian Kistler, entered into a lock-up agreement with respect to 229,013 shares of our common stock pursuant to which he may not sell any shares for 180 days following the effective date of this Registration Statement. After 180 days he may offer and sell up to 1/3 of the shares provided that the shares are sold for a price not less than 120% of the Company offering price of $2.00. After 270 days he may offer and sell up to 2/3 of the shares provided that the shares are sold for a price not less than 120% of the Company offering price of $2.00. After 360 days he may offer and sell all of the shares regardless of price.

Investors in the private placement entered into a lock-up agreement with respect to 507,255 shares of our common stock pursuant to which they may not sell any shares for 180 days following the effective date of this Registration Statement. After 180 days, each investor may sell up to 1/3 of his/her shares provided that the shares are sold for a price not less than 120% of the Company offering price. After 270 days, each investor may sell up to 2/3 of his/her shares provided that the shares are sold for a price not less than 120% of the Company offering price. After 360 days, each investor may sell all of the shares regardless of price.

Additionally, two (2) of our directors, Robert W. Carteaux and Stanley P. Lipp, entered into a lock-up agreement with respect to a total of 352,941 shares of our common shares. Pursuant to the terms of the lock-up agreement the shares may not be sold for 360 days following the effective date of this Registration Statement.

The shareholders of FFMC who received 859,091 shares of common stock of the Company in the Exchange Agreement have entered into a lock-up agreement which obligates the recipients of such common stock to refrain from disposing of the common stock for 360 days after the close of the Company Offering Period. These shares do not have registration rights and are subject to Rule 144. See “Organization within the Last Five Years” for further information on the Exchange Agreement .

Rule 144

A total of 2,603,028 shares do not have registration rights and are subject to Rule 144. Of those shares 245,454 were issued on February 10, 2006; 2,209,091 were issued on April 24, 2006; and 148,483 were issued on January 25, 2007. In January 2007 the holders of all 2,603,028 shares of our common stock entered into a lock-up agreement to refrain from disposing of the shares for 360 days after the close of the Company offering.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering by the Company, a substantial interest, direct or indirect, in the Company or its subsidiary. Nor was any such person connected with the Company or its subsidiary as a promoter, managing or principal underwriter voting trustee, director, officer, or employee.

The validity of the common stock offered by this prospectus will be passed upon for us by Weintraub Law Group PC, our independent legal counsel.

The financial statements included in this prospectus and the registration statement have been audited by Cordovano and Honeck, LLP , a registered independent public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company’s articles of incorporation provide that the corporation shall, to the fullest extent permitted by the Maryland General Corporation Law, indemnify any and all persons whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other matters referred to or covered by said Maryland General Corporation Law. In addition, the Company intends to apply for a Directors and Officers’ Insurance Policy. However, there can be no assurances that the Company will be able to obtain the policy.

In the opinion of the SEC and the securities administrators of most states, indemnification for liabilities arising under securities laws is against public policy and therefore unenforceable. If a claim for indemnification for liabilities under securities laws is asserted by our directors, officers, or controlling persons in connection with registration of the shares of our common stock, after apprising such court of the position of the SEC and state securities administrators, we will submit to a court of appropriate jurisdiction the question of whether indemnification by us is against public policy and will be governed by the final adjudication of such issue.

At present time, there is not pending litigation or proceeding involving a director, officer, employee or other agent in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

ORGANIZATION WITHIN LAST FIVE YEARS

Freedom Financial was incorporated on August 15, 2005 in the State of Indiana as Titan Holdings, Inc. On February 10, 2006 it merged into Northern Business Acquisition Corp., a Maryland shell corporation which was formed on June 16, 2005. Freedom Financial changed its name to Freedom Financial Holdings, Inc. in April 2006. On May 3, 2006, pursuant to a Purchase Agreement and Share Exchange (the “Exchange Agreement”) between FFMC and Freedom Financial, Freedom Financial acquired all of the shares of FFMC from the FFMC shareholders in consideration for the issuance of 859,091 shares of our common stock to the FFMC shareholders. Pursuant to the Exchange Agreement, FFMC became the wholly owned subsidiary of Freedom Financial. The purpose for this merger with FFMC was to acquire an operating company which Freedom Financial believed has a successful business plan. FFMC was formed as corporation in the State of Indiana on November 17, 1997 .

BUSINESS OF THE COMPANY

The main focus of the Company, which is based in Indiana, is the mortgage brokerage industry. The Company recently acquired FFMC, an Indiana mortgage brokerage company with offices in Tampa, Florida, Atlanta, Georgia, and Fort Wayne, Indiana. The Company will operate as the parent company of FFMC in a planned expansion to build a nationwide broker infrastructure which the Company will use as a distribution channel for its mortgage business and, in the long term, the Company intends to offer additional financial services and products.

Summary

We acquired, as a wholly-owned subsidiary, FFMC in May 2006. FFMC is a full service mortgage company, specializing in “non” or “sub” prime instruments. FFMC was formed in 1997, and has established a reputation for providing fair and equitable loans to individuals with limited access to prime interest rate mortgages. FFMC has grown since its inception, averaging fees of more than $1.9 million over the past 3 years. Over the past decade, FFMC has secured more than 2,700 transactions, comprising nearly $440 million in loan volume.

While FFMC does specialize in sub-prime paper (i.e., loans made that do not meet Freddie Mac or Fannie Mae underwriting criteria), it also provides conventional, Federal Housing Administration, Veteran’s Administration, non-prime, Jumbo and Super-Jumbo mortgage, refinancing and home equity products for individuals across a wide range of incomes and credit risks. FFMC has established relationships with over 100 wholesale lenders across the United States, has the ability to conduct operations in ,Tennessee, Missouri and Colorado and has offices in Woodstock, Georgia, Tampa, Florida and Fort Wayne, Indiana.

In this highly competitive marketplace, the FFMC’s growth and success reflects three essential factors; our management’s ability to minimize the risk associated with sub-prime lending; an incentive based, client-oriented sales team; and an effective lending criterion. With a broad spectrum of products in its arsenal, FFMC has been able to develop solid relationships with clients, realtors, homebuilders, financial planners, accountants, insurance agents, etc., providing it with a steady stream of loan applicants.

Now an established presence in the mortgage broker niche, our management’s current objective is to build a nationwide broker infrastructure which the Company will use as a distribution channel for its mortgage business . It is the goal of the Company to become a nationwide mortgage brokerage company. The Company will specialize in sub-prime loans and will focus on borrowers who do not meet conforming underwriting guidelines because of higher loan-to-value ratios, the nature or absence of income documentation, limited credit histories, high levels of consumer debt, or past credit difficulties. We anticipate originating loans primarily based upon the borrower’s willingness and ability to repay the loan and the adequacy of the collateral. Our experienced management team has developed incentive programs, technology tools and business processes that focus our employees on originating sub-prime mortgage loans with the financial and other characteristics that generate profits for us. We believe that this business approach will contribute to our growth in both origination volume and profits.

The company’s initial focus will be to generate growth within existing markets, i.e., Indiana, Florida and Georgia, where the company has offices; however, our management will seek additional expansion through acquisitions and mergers in other states as opportunity presents. The Company has not identified any acquisition targets at this time. States where property appreciation is constant or shows signs of growth will be targeted; specifically Florida, Georgia, Nevada, and Arizona are currently being researched.

Market/Competitive Overview

The residential mortgage industry has grown significantly over the past 10 years, with loan originations totaling over $3 trillion in 2004. The Mortgage Bankers Association is forecasting total originations in 2006 to increase from $2.244 trillion to $2.227 trillion in 2008. One of the primary factors in this growth is the impact of Sub-Prime and Alt-A lenders, who now account for more than 32% of the market. Based on this data the Sub-Prime and Alt-A market accounted for nearly $1 trillion in loans in 2004. That growth helped propel the homeownership rate to a record 69% in 2004.

The majority of prime or “A” paper loans are held by large banks and mortgage lenders (i.e. Wells Fargo and Co., CountryWide, and Washington Mutual Bank). While the profit margin on these instruments is somewhat lower than that of sub-prime paper, the associated risk and service requirements are far less, so large lenders are able to generate substantial revenues by virtue of the volume of loans they underwrite. On the other hand, the sub-prime mortgage market is highly fragmented. None of the five leading lenders have captured even a ten percent (10%) share. Even a small market share in this vast market represents a substantial opportunity for FFMC. The leading participants in this market, each of which is a wholesale business partner of FFMC, can be found in the following table.

2006 (YTD June) Leading Sub-Prime Lenders

	Market Share
Wells Fargo		9.82	%
HSBC Finance		6.40	%
New Century Mortgage Corp		5.74	%
Countrywide		4.58	%
Fremont Investment & Loan		4.05	%

Source: Mortgage Bankers Association

The sub-prime mortgage sector has grown largely as a result of strong demand for mortgage options from consumers who represent a minimal risk but might not fall within the optimal credit score range. Lenders saw a large market for alternative products and a niche was born. In return for less stringent qualification criteria, quicker approval turn times, a reduction in documentation requirements, and the assumption of more risk, sub-prime mortgages are generally awarded to consumers at rates ranging from one percent (1%) to five percent (5%) over the prime. As long as consumers are willing to pay a premium for these products, mortgage lenders will continue to create innovative products that meet consumer demand, including fixed-rate and adjustable rate mortgages with interest-only payments for up to five years, no-money-down loans, piggybacks, and, perhaps most controversial, the option-ARM which gives the borrower increased power over how he can pay off his mortgage.

The overwhelming majority of sub-prime loans are Adjustable Rate Mortgages (“ARMs”). Unlike a traditional Fixed Rate Mortgage, where the interest and monthly payments remain fixed for the term of the loan, with an ARM, the interest rate is fixed only for a specific term, after which it will periodically (annually or monthly) adjust up or down as a function of some market index. Inasmuch as an ARM transfers part of the interest rate risk from the lender to the borrower, less “qualified” borrowers are more easily able to secure loans. Generally not long-term instruments, ARMs essentially serve as a “bridge” loan for individuals to purchase a home, establish or improve their credit and then secure a traditional mortgage at a more attractive rate.

To that end, it is FFMC’s objective is to work with customers to improve their credit, thereby enabling them to secure a loan at a more attractive rate at the end of the fixed term. This relationship serves FFMC in two ways. First, it provides the opportunity to generate another transaction, i.e., when the borrower goes to refinance their mortgage, typically two (2) to three (3) years from origination. Second, it presents the opportunity to offer the customer additional services; both of these benefits improve the Company’s revenue generating capabilities.

Freedom Financial Mortgage

FFMC was established to provide a wide variety of mortgage and financial products to anyone, regardless of their income, credit problems or credit history. FFMC was formed in late 1997 as an Indiana company specializing in second mortgages and debt consolidation. While FFMC does specialize in brokering sub-prime paper (i.e. loans that do not meet Freddie Mac or Fannie Mae underwriting criteria), it also provides conventional, Federal Housing Administration, Veteran’s Administration, non-prime, Jumbo and Super-Jumbo mortgage, refinancing and home equity products for individuals across a wide range of incomes and credit risks. FFMC has grown since its inception, generating more than 501 mortgages and fee income of $1.54 million in 2006. This growth is largely attributable to the diversification of mortgage products, an aggressive sales force and strong attention to customer service.

Current Business Model - Mortgage Broker

Today, FFMC operates strictly as a mortgage broker, securing loans on behalf of its partners. The primary function of FFMC is to originate mortgage loans and broker those loans to approved wholesale lenders. FFMC offers conventional, Federal Housing Association, Veteran’s Administration, Non-prime, Jumbo and Super-Jumbo mortgage products for individuals across a wide range of incomes and credit risks. FFMC does not make underwriting decisions; underwriting decisions are ultimately the decision of the wholesale lenders. As a broker, FFMC does not assume any risk on its loans and receives a small fee (i.e., one-half of one percent) for each mortgage it places.

FFMC maintains stringent guidelines with regard to the mortgages it originates. All candidates, whether identified through direct solicitation by the sales team or an individual contacting the company through the website, are required to provide a completed residential loan application, W-2's and/or tax returns for the previous two (2) years, and recent bank, stock and retirement account statements. Applicants may be required to provide additional documents or verifications based upon their particular history - i.e., have they ever filed for bankruptcy, or does the property in question have a primary mortgage.

With every completed application package, FFMC’s primary objective is to ensure that the borrower has the capacity to carry the anticipated payment schedule. For each of its loan products, FFMC has specific qualification parameters, as designated by each lender, and it will review the applicant’s credit history, asset portfolio, employment history, and property values to make the determination whether or not to approve the loan. Each situation is unique and evaluated on a case by case basis, with the resulting loan created specifically for that individual.

U.S Department of Housing and Urban Development (“HUD”) Loan Correspondent

HUD requires, for initial and continued approval, that a loan correspondent mortgagee have and maintain an adjusted net worth of at least $63,000, plus $25,000 for each registered branch office up to a maximum required net worth of $250,000. Approved mortgagees must maintain at least the minimum adjusted net worth at all times. If at any time it falls below the required minimum, the mortgagee must notify the Lender Approval and Recertification Division and submit a Corrective Action Plan. Failure to comply is grounds for an administrative action by the Mortgagee Review Board.

FFMC has been licensed with HUD as a Supervised Loan Correspondent since 2000. As such it is required to maintain a minimum adjusted net worth of $113,000 ($63,000 for the main office plus $25,000 for each of its two (2) HUD branch offices). Maintaining a license with HUD allows FFMC to originate FHA loans that it would not otherwise be able to originate. Approximately five percent (5%) of FFMC’s business is derived from HUD/FHA loans.

It appears that over the last year, the company may have violated the minimum adjusted net capital requirement set by HUD. There is a possibility that HUD may conduct an audit of FFMC. As such, an audit could result in administrative action which could affect FFMC’s status as a HUD licensed entity. In order to avoid future violations, FFMC will monitor its status for compliance with the minimum requirements on a monthly basis.

Origination Policies & Procedures

Originations

All origination activities are conducted in accordance with the Real Estate Settlement Procedures Act (“RESPA”), Federal and State laws. FFMC operates as a loan broker for conforming and non-conforming loans and as a Supervised Correspondent Lender for FHA and VA loans. FFMC offers/places the following products:

Conventional loans - these loans typically offer the client the best products as related to rate and term.

FHA loans - these loans offer flexible underwriting guidelines for borrowers that do not qualify for conventional loans. Rates and terms are comparable to the conventional market.

VA loans - these loans offer flexible underwriting guidelines to veteran borrowers. Rates and terms are comparable to the conventional market.

Non-Conforming (Sub-Prime) loans - these loans offer flexible underwriting criteria at a higher cost to the borrower. The higher cost is typically in the form of interest rate and broker fees. Many non-conforming lenders do not offer Yield Spread Premiums. Therefore, the closing cost can be higher by increased broker fees.

The loan originator will send disclosure documents to the borrower within three (3) days of origination regardless of the type of loan or product selected. Due to automation, the hand written loan application is seldom used. If the transaction is a purchase, as opposed to a refinance, the originator will send the HUD GUIDE, Buying Your Home to the borrower.

Files are maintained in an orderly fashion. The stacking of each loan file corresponds to the stacking order for that particular loan product. All closed loans must have: (i) a copy of the funding check to FFMC; and (ii) a copy of the signed Settlement Statement as the top two (2) documents in the stack. All denied or terminated loans must have a copy of the Statement of Credit Denial, Termination or Change as the top document.

Quality Control

Conventional loans are completely underwritten by the wholesale lender. FFMC uses Automated Underwriting through Freddie Mac LP or Fannie May DU. The wholesale lenders which FFMC works with also underwrite all FHA loans. Automated Underwriting is utilized in the majority of cases but is not always necessary for loan approval.

After a loan officer has received approval from the Automated Underwriting the validation process begins. The loan officer or processor is responsible for validating all conditions per automated underwriting. Subsequently, the borrower’s file is validated again by the wholesale lender before it is approved.

The following quality control policies are in accordance with the loan origination checklist submitted with our original application for FHA approval. Separation of duties is difficult to obtain due to the fact that all employees of FFMC originate mortgage loans.

Loan files are inspected monthly on a random basis by the Vice-President to insure compliance with HUD/FHA requirements. FHA files are labeled in order to distinguish them from the other files.

Loan Originators are notified of file deficiencies and given guidance on how to correct. Continued deficiencies will result in that loan originator loosing the right to originate FHA loans.

FFMC utilizes Calyx-Point for windows automated origination and processing software. This software is updated regularly to reflect any changes in FHA underwriting criteria. The Vice-President regularly monitors the FHA connection for any new mortgage letters that apply to FFMC’s origination activities. Loan originators are notified by e-mail or memo of any changes.

FFMC does not oversee or sponsor any correspondent lenders. FFMC does not close in our name or service FHA loans. Branch offices of FFMC are required to send their FHA files to the main office after closing for auditing.

VA loans are handled in the same manner as FHA loan files.

Non-Conforming loans are handled in the same manner as Conventional loans.

As noted earlier, FFMC does not make the underwriting decision on any loan file. There are cases when a wholesale lender may miss an item and approve the loan for closing. These items are reflected as “Post Closing Issues.” Any post closing issues are first reviewed by the President or Vice-President and then delegated to the appropriate loan originator. Post closing items are top priority and must be resolved immediately. The loan originator must provide evidence of resolving the problem to the President or Vice-President.

Loan Denials & Terminations

Loan denials are handled the same regardless of the loan product type. The loan originator must complete the form titled, “Statement of Credit Denial, Termination or Change.” This is typically done within thirty (30) days of application.

Loans are considered denied or terminated when the following conditions are present: (i) the borrower does not meet the underwriting criteria of any of the wholesale lenders; or (ii) the borrower does not accept the loan product offered and withdraws their application. If one of these two conditions is present the loan originator must complete the “Statement of Credit Denial, Termination or Change” and mail it to the borrower. A copy of the aforementioned statement will be maintained in the file of the applicant. If the borrower provided any original documentation, it must be returned at the time the Statement of Credit Denial, Termination or Change is mailed to the borrower. Additionally, if an appraisal was completed and paid for by the borrower, a copy of the appraisal will be mailed to the borrower.

Because FFMC has the ability to offer more flexible loan products many borrowers encourage loan originators to seek other loan products if the one originally desired is not obtainable. If the client desires the loan originator to seek alternative loan products, the “Statement of Credit Denial, Termination or Change” is not provided because the client’s file is still active and open.

Staff & Facilities

The nature of FFMC’s business enables it to operate with very little physical infrastructure. Currently, FFMC’s corporate headquarters, in Fort Wayne, Indiana, is 8,000 square feet and houses senior management, twenty eight (28) loan officers, and four (4) processors. FFMC also has two (2) other small offices, one (1) in Georgia with three (3) loan officers and two (2) loan processors, and the other in Florida where two (2) loan officers operate.

Technology

FFMC utilizes an internet-based infrastructure and sophisticated software interface to enhance its business and improve productivity. FFMC’s website, www.freedomfinancialmortgage.net is extremely functional and intuitive. This combination enables mortgage candidates to manage their entire application online. They are able to fill out the required forms, submit paperwork and chart the status of their application. The site also provides visitors with a number of information resources, calculators and other valuable links to support the home-owner.

FFMC maintains a central processing center in Fort Wayne where it manages continuity and quality control. The loan process is completely automated and interfaces with the majority of wholesale lenders and third party service providers. FFMC utilizes third party services for certain aspects of its operation, including document preparation, file generation and automated loan review. The outsourcing and automation of these operating functions accelerates the entire process in addition to reducing FFMC’s overhead.

Sales

FFMC attains its customers in one of two ways: (i) solicitation by its sales force; or (ii) inquiry from the potential borrowers. Once that initial contact has been made, each candidate is assigned to a representative. In the end, FFMC’s success is a direct result of its sales team and their ability to establish and maintain relationships with candidates. Our management’s dedication to customer satisfaction has been a major factor in its ability to maintain these relationships and, in turn, a substantial amount of referral business.

To that end, FFMC attracts and retains the industry’s most talented individuals by providing a competitive compensation and benefit package. Loan originators are compensated on a commission basis, dependent on their experience and performance. Typical commission is 50% of gross revenues, less administrative fees. A production bonus schedule is in place to reward loan originators for production. Our management also believes strongly that every employee has some level of ownership in the company, providing further incentive to build FFMC and generate revenues. Because FFMC compensates its sales team at or above industry standards, retention has not been an issue.

Marketing

FFMC has developed a multi-pronged, targeted marketing program aimed at informing potential customers of the company’s services and initiating their contact with its agents. FFMC is confident that given the opportunity to interact with a potential borrower, it will be able to provide an effective solution to their financing needs.

Direct Mail

FFMC utilizes direct mail to reach a wider audience of potential mortgage clients within its targeted markets. C ampaigns comprise a letter of introduction and a brochure featuring the company’s services. FFMC acquires its lead lists from firms specializing in consumer databases. Mailings are then followed-up with phone calls from FFMC sales representatives.

Internet Promotions

FFMC utilizes its website and email database for promotional activities, including sweepstakes and the company’s successful “tell your friends” referral program. FFMC’s primary means of promoting the website is the registration with all major and most minor search engines, insuring that web users are directed to the site when they search for information regarding mortgages. Finally, FFMC’s web address will be featured on all printed materials, including advertisements, stationary, etc.

Seminars and Special Events

FFMC sales people regularly host/attend consumer seminars explaining the mortgage application process. These events present exceptional access to large numbers of potential clients and strategic partners quickly and affordably. Participating in these events will also enable FFMC to be well-informed on industry trends, and monitor the activities of potential competitors.

Advertising

With the advent of the internet, consumers are increasingly pro-active and well informed with regard to the loan process, and those borrowers that are not technologically savvy rely largely on established relationships, thus traditional advertising is not a particularly effective way to generate mortgage candidate leads. In light of these circumstances, FFMC utilizes advertising on a relatively limited basis. When entering new markets, FFMC typically implements a minor campaign comprising newspaper, radio, and trade magazines placements to ensure name recognition, but the majority of its marketing is affected via direct mail, the internet and special events.

Planned Expansion of the Company & FFMC

A well established broker with a solid infrastructure and working operation, FFMC is well-positioned to expand its operations and increase revenues. FFMC anticipates growth through the consolidation of small and mid-sized mortgage brokerages. Our management has designed an aggressive but straightforward strategy to transition FFMC to a full service mortgage provider with minimal risk to the existing operation. Following is a brief overview of the tactics to be implemented:

Consolidate the Small and Mid-Sized Mortgage Broker Marketplace

The consolidation strategy is to combine small and medium sized mortgage brokerage firms into one (1) stronger and highly efficient operating entity that can better compete in the industry under one recognizable brand name. The prime objective is to improve the economic performance of the combined companies through the provision of quality products, reduction of operating costs and the expansion of a national brand and the underlying technology. By consolidating back office, non-revenue generating functions, acquired ventures can take advantage of economies of scale, better utilization of technology, greater automation and standardization to achieve higher productivity with fewer resources.

The key benefits of this strategy to participating loan originators are as follows:

New revenue sources, a career exit strategy, a platform for business growth, national brand equity, leverage with lenders, capacity through centralized underwriting, and mentoring and training by experienced brokers;

The tool to significantly improve origination cost efficiencies and mortgage origination volume, thereby increasing the originator’s flexibility to provide a more competitive package to the customer, and in turn, the ability to increase their own margins; and

A diversified product offering centered on mortgage financing, again improving the originator’s ability to generate revenue for themselves and FFMC.

Expand To New Geographic Markets

While our management will continue to grow its customer base in its existing markets, the Company also intends to expand its market presence, eventually to include all 50 states.

Initially FFMC will penetrate neighboring markets in Ohio and Michigan, where proximity will facilitate its efforts and minimize the need for additional infrastructure. However, FFMC is currently evaluating entry into the Denver, Dallas, Newport Beach, Las Vegas, and Phoenix markets. These areas have been selected based on projected growth in the housing market. In January 2007 FFMC received approval from the State of Nevada to conduct business pending the establishment of a physical office location. FFMC has begun the process of establishing an office location in Nevada.

Geographic expansion will come through acquisition of, or strategic alliance with, existing mortgage brokers and/or recruitment of proven revenue generators within a targeted market. FFMC will maintain the ultimate control over all locations to mitigate risk and ensure the highest level of customer satisfaction.

Recruit and Hire Experienced Staff

FFMC recently recruited eighteen (18) veteran loan officers, increasing the total number of loan officers employed by the company to twenty eight (28), and two (2) processors who represent and anticipated $1,500,000 in new annual revenues. FFMC intends to continue this growth strategy by recruiting additional veteran loan officers throughout 2007. The recruiting goal for 2007 is $1,000,000 in additional trailing gross fee income in the current locations, with substantial increases for future years by rolling up other new office locations during 2007.

Expand To New Geographic Markets

While our management will continue to grow its customer base in its existing markets, FFMC also intends to expand its market presence, eventually to include all 50 states.

Transition from Mortgage Broker to Mortgage Banker

In conjunction with the FFMC’s expansion strategy, the Company anticipates that it may transition its core business from a mortgage broker to a banker/lender in the future. If the Company decides to pursue this strategy, the secondary phase of the Company’s strategy would be the establishment of warehouse lines of credit from which FFMC could make loans directly. It is anticipated that o nce FFMC is established as a mortgage banker and operating efficiently, FFMC will be able to leverage its asset base to secure additional lines of credit to place and service nonprime paper. Loans that do not qualify for investment by FFMC would continue to be brokered to wholesale lenders.

FFMC believes that its sales team is already generating sufficient business to warrant this step. FFMC receives only a small fee from the firms where the loans are placed. It is anticipated that the initial tool for this transition will be to establish a warehouse line of credit from which FFMC could make loans directly. The Company’s management estimates that a $3 million warehouse line of credit would enable FFMC to generate in excess of $1 million in additional fees without any change to its existing business.

In June 2006 the Company engaged Medallion Consultants, LLC to assist the Company with, among other things: the establishment of the Company as a mortgage banker and to establish a warehouse line-of-credit; the development of a “sub-prime” revenue center; and the development of a “multi-family financing” revenue center. On November 10, 2006, the Company submitted an application with warehouse lenders to expand its services as a wholesale mortgage banker.

In addition to establishing a warehouse line of credit, it is anticipated that FFMC may create a fund which FFMC will manage internally. FFMC will establish specific criteria for direct investment of its funds and will not waiver on these criteria. Initially, our management anticipates in-house loans will be made to service its sub-prime/grades B and C customers and short term collateralized commercial bridge loans. FFMC may hold the paper and service all mortgage loans directly. In addition to generating additional fees, this protocol will enable FFMC to ensure the quality of this portfolio and continue to build relationships with its customers. It is anticipated that loans that qualify for prime rates would continue to be brokered to prime lenders and not a part of the lending fund.

Build the FFMC Infrastructure

Currently, FFMC has the capacity to pursue neighboring markets. Policies, procedures and quality controls are in place and relationships have been established. Many of these duties will initially be the responsibility of our current senior management; however, as FFMC implements its strategic growth plan, additions to its management team and growth in the operating structure will be required.

Increase Product and Service Offerings

Eventually, FFMC intends to leverage its existing client relationships by marketing other services such as financial planning and insurance products. However, our management recognizes that these relationships are the foundation of the Company’s success, and therefore will only market programs which it believes will be attractive and beneficial to its customers. FFMC will not inundate its customers with mass mailings or inferior product offerings in order to generate revenue.

Additional programs and services will be developed or sought out as the opportunity develops and demand warrants. This growth will be generated both organically and through acquisition or strategic alliance. It is anticipated that the Company will serve as the center for these operations, with acquired companies and joint ventures operating under the umbrella of the parent company.

Consulting Agreements

In August 2005, Titan Holdings, Inc., an Indiana corporation and a predecessor of the Company, entered into an agreement with Friedland Capital, Inc. (“Friedland Capital”) to perform general corporate finance advisory services (the “Corporate Finance Agreement”). The Company assumed the obligations under the Corporate Finance Agreement. The Corporate Finance Agreement provides for payment upon the Company reaching certain milestones. Pursuant to the Corporate Finance Agreement, the Company is obligated to make payments upon this Registration Statement and related prospectus being declared effective and upon the commencement of trading of the Company’s common stock. The total amount of payments due is $60,000.

Additionally, in June 2005, Northern Business Acquisition Corp., which changed its name to Freedom Financial Holdings, Inc., entered into an advisory services agreement with Friedland Corporate Investor Services, LLC for the identification of a merger candidate and assistance with the negotiations with the target company. Pursuant to this agreement, Friedland Capital, or an affiliate, was to receive common stock of the Company which was to represent 10% of the common stock outstanding after the acquisition of, or merger with, the target company.

In August 2006 an amendment was made to the Corporate Finance Agreement to clarify the terms of the agreement. The amendment clarified that the 10% of common stock would be based on the shares outstanding at the completion of the Company offering, but would not include the shares issued in certain transactions. In January 2007, the Company and Friedland Corporate Investor Services settled on the amount of shares to be issued for the consulting services, which was based on the amount of shares estimated to be outstanding at the completion of the Company offering. The Company issued a total of 148,483 shares in full satisfaction of the contract.

In November 2006, the Company entered into a business consulting agreement with G.K. Fields & Associates dba Action International (the “Action Agreement”). Services to be provided under the agreement include, but are not limited to, strategy implementation and goal setting sessions and review and critique of advertisements and marketing. The monthly fee for the services under the agreement is $2,995 per month. In January 2007, the Company renegotiated the agreement for a monthly fee of $1495 per month. Greg Fields, who is the owner of G.K. Fields & Associates, is the Chief Operations Officer and a Director of the Company. Mr. Fields dedicates approximately 70% of his time to G.K. Fields & Associatesl. As a consultant he primarily interacts solely with the owner of a company to assist a company in designing a plan to grow the company. Mr. Fields dedicates approximately 30% of his time to the Company. In his role as an employee of the Company it is his responsibility to participate in the management team to grow value for the shareholders of the Company. In this capacity he interacts with employees at all levels, including key management personnel, to develop and implement plans to grow the profitability of the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Prospectus. In addition to historical information, the following discussion and other parts of this document contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under the sections entitled “Risk Factors,” “Business” and elsewhere in this document.

Forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward-looking statements are made.

General

We were incorporated under the laws of Maryland on June 16, 2005. Through our subsidiary, FFMC, we are mortgage brokerage firm serving the lending needs of real estate professionals, builders, and individual home buyers across the United States. We have access to a full range of mortgage products, and we are dedicated to finding the right loan--with the best rates, terms and costs--to meet each client’s unique needs.

We generate revenues by placing mortgages with lenders who in return pay the company a commission (yield spread premium) that ranges on average between 100 to 200 basis points (1 to 2%) of the total mortgage volume. Additional revenue is generated by volume bonuses that range from 12.5 to 100 basis points (.125 to 1%) of total mortgage volume.

We have created a business model that rewards employees with stock options and stock bonuses for performance. This enhances our ability to recruit and retain key employees, high level producers and executive management.

Finally, we are transitioning from a mortgage broker to a mortgage banker. This transition is possible because of our growth internally and geographically. As a mortgage banker we will have more control over each transaction. This control will increase our number of closings, which will result in a significant increase in revenues.

Strategy for Growth

Our strategy for growth involves transitioning to a mortgage banker, increasing our loan originations, increasing our sales force and support staff and expanding our presence to other geographic markets across the United States.

·	Transition to a Mortgage Banker. The move from broker to banker will enhance our control over the mortgage loan process. As a banker we become the lender of record and we will sell our loans to investors, (wholesale lenders). We can earn more fees as a banker and shorten the loan transaction time frame. These two factors will significantly increase our revenues.

·	Increase Mortgage Loan Originations. Our growth strategy is to increase our mortgage loan origination volume by expanding our presence in our current geographic markets and by entering new geographic markets. We are executing this strategy through internal growth and pursuing selective acquisitions;

·	Internal Growth. We intend to continue to recruit highly-qualified loan originators and support staff. Our compensation plan which includes stock options and stock bonuses for production will enhance our ability to recruit and retain key employees. We currently have branches in Indiana, Georgia and Florida. Through this growth we intend to expand our retail branch network into new geographic markets and to further penetrate existing geographic markets.

·	Selective Acquisitions. We intend to roll up small to mid size mortgage brokers through the issuance of stock for acquisitions. Economies of scale will be achieved through our acquisition plans.

In executing our business strategy, we focus on the following elements:

·	Leveraging Technology to Maximize Efficiency. We currently utilize software for originations and processing. We also utilize the internet to give our clients easy access to our company. We will continue to utilize technology to reduce operating costs, improve communication with clients, and centralize data among our branch operations.

·	Promoting Sales & Recruitment Culture. To maintain a culture of continuous growth and recruitment, we have implemented a program whereby employees are encouraged to recruit earning them additional equity ownership.

Results of Operations

Nine Months Ended September 30, 2006 Compared to Fiscal Year Ended December 31, 2005

According to purchase accounting rules, the results of operations of an acquired company are included in consolidated operations from the date of purchase. Because the Company acquired FFMC in early May 2006, the results of operations for the year ended December 31, 2005 did not include the results of operations of FFMC. Nor did the results of operations for the nine months ended September 30, 2006 include the results of operations of FFMC for the period from January through April 2006. Accordingly, the results of operations for the nine months ended September 30, 2006 and the results of operations for the year ended December 31, 2005 are not comparable.

Revenue

We did not have any revenues for the year ended December 31, 2005. All revenues for the nine months ended September 30, 2006 were from FFMC. As previously stated, revenues from the FFMC for the period from January through April 2006 are not included.

Total revenue . Total revenue was $759,503 for the nine months ended September 30, 2006 and $ -0- for the year ended December, 31, 2005. Revenues consisted of loan originations and processing fees earned buy FFMC.

Loan origination . Income from loan originations was $676,947 for the nine months ended September 30, 2006 and $ -0- for the year ended December 31, 2005. Loan origination fees are earned by matching the client with the appropriate lender. These revenues are realized at the time the mortgage transaction is closed and funded.

Loan processing fees . Income from loan processing fees was $82,556 for the nine months ended September 30, 2006 and $ -0- for the year ended December 31, 2005. Loan processing fees are earned by packaging the clients’ loan documentation and presenting the package to a lender for approval. These fees are realized at the time the mortgage transaction is closed and funded.

Operating Expenses

FFMC expenses are not included in the year end December 31, 2005 results. FFMC’s expenses are not included for the period from January through April 2006. Accordingly, the results of operations for the nine months ended September 30, 2006 and the results of operations for the year ended December 31, 2005 are not comparable.

Total operating expenses . Total operating expense was $1,281,305 for the nine months ended September 30, 2006 and $78,186 for the year ended December 31, 2005. Total operating expenses consist of cost of revenues and selling, general and administrative expenses. As previously stated the mortgage subsidiaries expenses are not included for the period from January through April 2006.

Cost of revenues . cost of revenues was $52,493 for the nine months ended September 2006 and $ -0- for the year ended December 31, 2005. Cost of revenues is only related to FFMC for the cost of loan originations.

Selling, general and administrative expenses . Selling, general and administrative expenses was $1,228,812 for the nine months ended September 30, 2006 and $78,186 for the year ended December 31, 2005. This results from FFMC’s operating expenses, the cost associated with a private placement memorandum and preparing for the SB-2 registration. Other expenses relate to the hiring of new employees to the executive staff as we prepare for company growth and the amortization of intangible assets.

Other income and expenses

Interest income . Interest income was $6,376 for the nine months ended September 30, 2006 and $ -0- for the year ended December 31, 2005. This resulted from the sale of 224,475 units of Class A Convertible Preferred Stock. The proceeds from the Sale of Class A Convertible Preferred Stock were put on deposit in an interest bearing account.

Interest expense, related party . Interest expense, related party was $10,320 for the nine months ended September 30, 2006 and $1,830 for the year ended December 31, 2005. This resulted from an officer of the company paying certain cost and expenses on behalf of the company. The corresponding note payable for the nine months ended September 30, 2006 is $292,440 and $139,150 for the year ended December 31, 2005. The note payable carries an annual interest rate of 6% per annum.

Interest expense other . Interest expense other was $38,002 for the nine months ended September 30, 2006 and $ -0- for the year ended December 31, 2005. The interest expense was due to the debt service of FFMC. The short term and long term debt carry a variety of interest rates and monthly debt service consist of principal and interest payments.

Net loss . Net loss for the nine months ended September 30, 2006 was $563,748 and $80,016 for the year ended December 31, 2005. This loss is the result of FFMC’s operating loss combined with the cost associated with a private placement memorandum and preparing for the SB-2 registration.

Financial Condition

Total assets . Total assets at September 30, 2006 were $1,137,162 as compared to $61,754 at December 31, 2005. The increase was due primarily from the sale of 224,475 units of Class A Convertible Preferred Stock under a private placement memorandum.

Cash and cash equivalents . Case and cash equivalents at September 30, 2006 was $223,042 and $-0- at December 31, 2005. The $223,042 was due primarily to the sale of 224,475 units of Class A Convertible Preferred Stock under a private placement memorandum.

Notes receivable . Notes receivable at September 30, 2006 was $34,058 and $-0- at December 31, 2005. FFMC made loans of $4,058 to an affiliate and a signature loan of $30,000 to an unrelated third-party. Interest for the signature loan is payable monthly at 20 percent per annum. Our management believes these notes to be collectible and have no allowance for doubtful accounts established.

Other current assets . Our current assets at September 30, 2006 was $2,480 and $-0- at December 31, 2005. This miscellaneous receivable is a payroll advance made to a newly hired loan originator. The loan will be paid back out of commissions on loans in the employee’s pipeline.

Property and equipment (net) . Property and equipment (net) at September 30, 2006 was $37,954 and $-0- at December 31, 2005. The addition is fixed assets from FFMC.

Intangible assets, net . Intangible assets, net at September 2006 was $631,353 and $-0- at December 31, 2005. The Intangible assets resulted from the acquisition of FFMC. These assets are FFMC’s marketing essentials. The assets are being amortized monthly with a weighted average amortization period of three (3) years.

Deferred offering Cost . Deferred offering Cost at September 2006 was $147,630 and $-0- at December 31, 2005. The Deferred offering cost is the expense allocated to the private placement memorandum and the SB2 filing. Those expenses consist of Consultant fees, legal fees and accounting fees.

Accounts payable . Accounts payable at September 2006 was $72,135 and $-0- at December 31, 2005. The accounts payable balance is primarily from FFMC.

Short term debt . Short term notes payable at September 30, 2006 was $147,250 and $-0- at December 31, 2005. This is the mortgage subsidiaries lines of credit with Wells Fargo Bank and Hicksville Bank. The outstanding balances at September 30, 2006 were $68,991 and $78,258 respectively. The annual percentage rate for Wells Fargo Bank is adjustable and currently 13.75%. The annual percentage rate at Hicksville Bank is 8.25% per annum. These funds were used for debt consolidation and operations.

Long term debt . Long term debt including current maturities at September 30, 2006 was $236,406 and $-0- at December 31, 2005. The long term debt resides on the books for FFMC. This debt resulted from cost associated with expanding the mortgage subsidiaries markets in Florida and Georgia.

Notes payable, Related Party . Notes payable, related party was $292,440 at September 30, 2006 and $139,150 at December 31, 2005. Accrued interest related party was $12,149 at September 30, 2006 and $1,830 at December 31, 2005. This resulted from an officer of the Company paying certain cost and expenses plus interest. The Company also accrued compensation cost, d ue to related party . totaling $169,500 at September 30, 2006 and $-0- at December 31, 2005. The Company subsequently issued 237,044 shares of Class B Convertible Preferred Shares on October 2, 2006 to settle the note payable, accrued interest and accrued compensation.

Bridge loans payable . Bridge loans payable at September 30, 2006 was $136,700 and $-0- at December 31, 2005. This was the result of certain individuals providing bridge loans to the company. These unsecured loans carry interest at 10 percent per annum and are payable on demand. On January 15, 2007, $116,700 of this debt will be converted to equity and the balance will remain as debt.

Other Current Liabilities . Other current liabilities at September 30, 2006 was $12,556 and $-0- at December 31, 2005. FFMC performs the payroll functions and had an accrued payroll liability at September 30, 2006 of $7,062, the remainder, $5,494, was for accrued interest on the Bridge loans.

Liquidity and Capital Resources

We are presently able to meet our obligations as they come due and expect we will be able to do so for the next twelve months as a result of the line of credit we have established with Tower Bank and from the proceeds we will receive from this offering. Our working capital deficit, or the amount by which our current liabilities exceed our current assets, was $575,288 and $79,226 as of September 30, 2006 and December 31, 2005, respectively. Our working capital deficit increased $496,062 primarily due to the legal and accounting expenses incurred while preparing the company for the anticipated public registration, preparation of a private placement memorandum and the building of organizational infrastructure.

The impact of these items was partially offset by the proceeds from the issuance of new debt of $483,921 and cash proceeds from the issuance of preferred stock during the nine months ended September 30, 2006.

We believe that our capital resources, consisting of cash on hand together with our currently undrawn credit facility described below, the proceeds from the Company offering should be sufficient to meet our cash needs through the next twelve months. However, if we are unsuccessful in accessing the capital markets, we could be required to make significant payments that we may not have the resources to make. This could materially and adversely affect our financial condition and ability to continue as a going concern.

Our mortgage operations, which provides almost all of our total operating revenue with the balance attributed to rental income, also provides all of the consolidated cash flows from operations.

Cash flows used in operations, totaling $595,573, for the nine months ended September 30, 2006 includes our net loss of $563,748 for the period and $147,630 in offering costs related to two proposed offerings; a private offering of our preferred stock and a public offering of our common stock, partially offset by non-cash items totaling $142,357.

Cash flows used in investing, totaling $29,136, for the nine months ended September 30, 2006 were due primarily to a one-time $30,000 loan that we made to Industrial Systems, Inc.

Cash flows provided by financing, totaling $848,751 for the nine months ended September 30, 2006 resulted primarily from the issuance of debt and equity securities.

On May 3, 2006, we completed our acquisition of FFMC, our operating subsidiary, for a purchase price of $859,091, in stock and debt.

We are pursuing a strategy to improve our near-term liquidity and our capital structure in order to reduce financial risk. So far, we have taken the following measures to improve our near-term financial position:

Our Board of Directors approved the acquisition of an office building, which closed on October 9, 2006. We occupy 50 percent of the building and we rent out the remaining space to one tenant under a long-term lease. The proceeds from the tenant’s lease are sufficient to cover our mortgage debt service.

On October 2, 2006 related party debt was converted to equity. The results of this conversion were a decrease in current liabilities of $474,089 and an increase in shareholder equity of $474,089.

On January 9, 2007 the Board of Directors authorized management to obtain a line of credit in the amount of $200,000.

However, we have historically operated with a working capital deficit as a result of our highly leveraged position, and it is likely that we will operate with a working capital deficit in the foreseeable future.

We may periodically need to obtain financing in order to meet our financial obligations as they come due. We may also need to obtain additional financing or investigate other methods to generate cash (such as further cost reductions or the sale of assets) if revenue and cash provided by operations decline, if economic conditions weaken, if competitive pressures increase or if we become subject to significant judgments, settlements and/or tax payments. In the event of an adverse outcome in one or more of these matters, we could be required to make significant payments that we do not have the resources to make. The magnitude of future operating losses may cause us to draw down significantly on our cash balances, which might force us to obtain additional financing or explore other methods to generate cash. Such methods could include issuing additional securities or selling assets.

Market Risks

Market risks generally represent the risk of loss that may result from the potential change in the value of a financial instrument due to fluctuations in interest and foreign exchange rates and in equity and commodity prices. Our market risk relates primarily to interest rate fluctuations. We may be directly affected by the level of and fluctuations in interest rates. Our profitability could be adversely affected during any period of unexpected or rapid changes in interest rates, by impacting the volume of mortgage originations. A significant change in interest rates could also change the level of loan applications, thereby adversely affecting origination fee income. We use several internal reports and risk management strategies to monitor, evaluate, and manage the risk profile of our loan volume in response to changes in the market. We cannot assure you, however, that we will adequately offset all risks associated with interest rate fluctuations impacting our loan volumes.

DESCRIPTION OF PROPERTY

Indiana Headquarters

The headquarters of the Company are located in Fort Wayne, Indiana. On August 9, 2006 the Company signed an agreement to purchase real property located at 6615 Brotherhood Way, Fort Wayne, Indiana 46825. The Company moved into the new office space in December 2006. The building is approximately 16,000 square feet. The purchase price of the property was seven hundred thousand dollars ($700,000) in addition to equity in the Company. In connection with the purchase of the property the Company also entered into a loan agreement with Tower Bank & Trust Company (the “Bank”) in which the Bank provided a loan for $700,000.

On September 30, 2006, the Company executed an Amended and Restated Building Purchase Offer (the “Purchase Agreement”) which replaced the August 9, 2006 agreement. The terms of the Purchase Agreement called for the Company to issue Class C convertible preferred shares of stock in the amount of six hundred thousand (600,000) shares as partial payment for the property. The Class C preferred shares are convertible into common stock of the Company at 85% of the price set forth in the Company offering. The holders of the Class C shares entered into a registration rights agreement with the Company which, if the Company files a registration statement, requires the Company to register all of the common stock into which the Class C Preferred Shares may be converted. Additionally, the Purchase Agreement provides for, as additional consideration, warrants to purchase shares of common stock, at the price set forth in the Company offering, in an amount equal to 150% of the number of shares the Class C preferred shares could be convertible into as of the closing date of the Company Offering Period. Further, the common stock underlying the warrants has piggyback registration rights.

Subsequently, in December 2006, the terms of the Purchase Agreement were renegotiated. The terms of the Second Amended and Restated Purchase Agreement call for the Company to issue 300,000 Class C convertible preferred shares of stock as partial payment for the property. The remainder of the terms remain the same.

Additionally, and in connection with the Purchase Agreement, the Company entered into a personal guarantee agreement which granted Robert W. Carteaux (“Carteaux”) 150,000 warrants to acquire common stock, at 85% of the Company offering price, in exchange for the personal guarantee of Carteaux on the loan made to the Company by the Bank. The common stock underlying the warrants has piggyback registration rights.

The Company occupies approximately 8,000 square feet of the building space and renovations on the space were completed in December 2006. The cost of the renovation was approximately $100,000. The Bank loaned the Company the funds for the renovation.

The Company is currently leasing approximately 8,000 square feet of the building to Butler Telecom, Inc. which is a subsidiary of Butler International, Inc. The rent is $8,600 per month. Butler Telecom has been a tenant in the space in the building for approximately five (5) years.

Former Headquarters

The former office of the Company was located in Stone Pointe Office Park at 421 E. Cook Road, Suite 200, Fort Wayne, Indiana 46825. The lease, which was originally effective July 1, 2003, was amended in January 2006 to extend the term for 36 months commencing on July 1, 2006 and ending on June 30, 2009. The base rental is $2,943 per month and the space consists of approximately 2,277 square feet. The Company intends to sub-lease its former headquarters on E. Cook Road. In the event that the Company is not able to sub-lease its former office space it will continue to be obligated to make monthly rental payments pursuant to the lease agreement which terminates in June 2009. As of the date of this Prospectus, the Company has not sub-let the former headquarters.

Florida Office

FFMC has an office in the Cypress Point Executive Suites in a building located at 10014 N. Dale Mabry Highway, Suite 5, Tampa, Florida 33618. FFMC executed a lease for the term of one year commencing on April 1, 2001 and terminating on June 30, 2001 continuing month to month thereafter. The base rental rate is $460.00 per month. The space consists of approximately 800 square feet.

Georgia Office

FFMC also has an office in Woodstock, Georgia. The office is located at 2230 Towne Lake Parkway, Bldg 600, Suite 120, Woodstock, Georgia 30189. The office space is approximately 1200 square feet and the base rental is $1250 per month. The lease is month to month and requires a 60 day written termination notice. The space is owned by Elle’s Enterprises, which is owned by Lori Newbury and Lori Beardslee, who are employees of FFMC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Shareholders will not have any interest in any management entities and will not be in a position to control their activities. The Shareholders must rely on the general fiduciary standards which apply to the management of a corporation to prevent unfairness by the management in a transaction with the Company. Except those as may arise in the normal course of the relationship, there are no transactions presently contemplated between the Company and its management other than those listed below.

Brian Kistler (“Kistler”), who is the CEO and a Director of the Company, has paid certain costs and expenses of the Company which, including interest, total $304,589, as of the date of this Prospectus. These costs and expenses were paid on behalf of the parent company for working capital purposes. In August 2005, the Company issued a note payable, convertible into the Company’s common stock at $1.00 per share in exchange for Kistler agreeing to pay future costs and expenses. Subsequently, in September 2006, in exchange for payment of the debt owed by the Company, Mr. Kistler agreed to accept 304,589 shares of Class B Convertible Preferred Stock. The initial conversion price was $1. Kistler entered into a registration rights agreement with the Company which requires the Company to register all of the common stock into which the Class B Preferred Shares may be converted. However, any shares that are actually registered shall not be sold until 180 days after the closing date of the public offering of the Company. In November 2006, the terms of the transaction were renegotiated. In exchange for payment of the debt owed by the Company, Mr. Kistler agreed to accept 152,294 shares of Class B Convertible Preferred Stock. The initial conversion price is 2/3 of the initial registration price under a registration statement filed by the Company. The terms of the registration rights agreement remain the same.

As of July 2006, the Company was indebted to Kistler for accrued, but unpaid compensation. On September 30, 2006, in exchange for services performed, the Company issued Kistler 169,500 shares of Class B Convertible Preferred shares. Subsequently, in November 2006, the terms of the transaction were renegotiated. In exchange for services performed, Kistler agreed to accept 84,750 Class B Convertible Preferred Shares. Additionally, the shares are subject to the same registration rights agreement as described above.

In August 2006 the Company signed an agreement to purchase real property located at 6615 Brotherhood Way, Fort Wayne, Indiana 46825. The Company moved into the new office space in December 2006. At the time of the transaction Carteaux and Lipp were not directors of the Company; Carteaux and Lipp became directors of the Company in December 2006. In connection with the purchase of the property $700,000 was paid to Carteaux/Lipp Realty, a partnership of whom our current directors, Carteaux and Lipp, were the owners and only partners. Additionally, in connection with the building purchase Carteaux received: (i) Class C convertible preferred shares which have an approximate value of $300,000 and have been converted into common stock of the Company and; and (ii) 264,706 warrants to purchase common stock at the Company offering price of $2.00 per share which are valued at approximately $528,145. Lipp received: (i) Class C convertible preferred shares which have an approximate value of $300,000 and have been converted into common stock; and (ii) 264,705 warrants to purchase common stock at the Company offering price of $2.00 per share which are valued at approximately $528,143.

In connection with the aforementioned building purchase transaction Carteaux personally guaranteed a portion of the loan which the Company used to renovate the property. As consideration for his personal guarantee Carteaux received 150,000 warrants to purchase common stock of the Company at 85% of the Company offering price which are exercisable one year after the close of the Company Offering Period. The warrants are valued at approximately $299,282.

In November 2006 the Company entered into a consulting agreement with Action International which had a monthly fee of $2,995. Subsequently, in January 2007, the Company renegotiated the fee to $1,495 per month. The agreement is terminable at any time upon 30 days notice in writing. Greg Fields, our Chief Operations Officer and Director, is the owner of Action International. As of the date of this Prospectus, Mr. Fields does not draw a salary from Action International.

MARKET FOR CO M MON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

No public market for common stock

There is presently no public market for our common stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. We anticipate applying for trading of our common stock on the OTCBB upon the effectiveness of the registration statement of which this Prospectus forms a part. We cannot guarantee that we will obtain trading status on the OTCBB. A market maker sponsoring a company's securities is required to obtain trading status of the securities quoted on any of the public trading markets, including the OTCBB. If we are unable to obtain a market maker for our securities, we will be unable to develop a trading market for our common stock. We may be unable to locate a market maker that will agree to sponsor our securities. Even if we do locate a market maker, there is no assurance that our securities will be able to meet the requirements for a quotation or that the securities will be accepted for trading on the OTCBB.

A purchaser of shares may, therefore, find it difficult to resell the securities offered herein should he or she desire to do so when eligible for public resale.

Holders

As of the date of this Prospectus we have approximately 36 registered shareholders of our common stock.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

To date we have not granted any stock options pursuant to our 2006 Stock Option Plan.

EXECUTIVE COMPENSATION

The following table sets forth all compensation earned for services rendered to us in all capacities by the Chief Executive Officer (Principal Executive Officer) and the Company’s two most highly compensated executive officers for the year ended December 31, 2006. Salary information for 2005 is based on salaries paid by FFMC before it was acquired by the Company. Although the Company existed in 2005, it did not pay any salaries in 2005.

Summary Compensation Table

Name and Principal Position (a)	Year (b)		Salary ($) (c)			Bonus ($) (d)			Stock Awards ($) (e)			Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Brian Kistler,		2005		0	⁽¹⁾												0	⁽¹⁾
Chief Executive		2006		50,000						169,500	⁽²⁾						219,500
Officer, Director

Robin W. Hunt,		2005		118,240	⁽³⁾												118,240
Chief Financial		2006		120,000	⁽⁴⁾		18,857	⁽⁴⁾									138,858
Officer, Director

Rodney J. Sinn,		2005		176,784	⁽³⁾		11,000	⁽³⁾									187,784
Director &		2006		180,000	⁽⁴⁾		85,359	⁽⁴⁾									265,359
President of FFMC

(1)

The Company did not pay any salary to Kistler in 2005.

(2)

The Company issued Kistler 169,500 Class B Preferred Shares pursuant to a Restricted Stock Agreement on September 30, 2006 as payment for accrued, but unpaid compensation due to Kistler. The Class B Shares were issued at a value of $1.00 per share. In December 2006 the terms of the transaction were renegotiated and Kistler was issued 84,750 Class B Shares at a value of $2.00 per share which are convertible at 2/3 of the Company offering price. The value of the award is $169,500. The Class B shares were converted into 127,444 shares of common stock and will vest over the next three (3) years according to the following schedule: 42,481 shares on October 1, 2007; 42,481 shares on October 1, 2008; and 42,482 shares on October 1, 2009.

(3)

Amount indicated was paid by FFMC in 2005, before it was acquired by the Company.

(4)

Amount indicated was paid by FFMC. Mr. Hunt and Mr. Sinn will not receive compensation from the Company for their services.

Employment Agreements & Noncompete and Nondisclosure Agreements

Rodney J. Sinn will continue to be employed by FFMC while it is operating as a wholly-owned subsidiary of the Company. In April 2006, Mr. Sinn entered into an employment agreement with FFMC to recognize his continued employment with FFMC. His job title will be President. Pursuant to the agreement, Mr. Sinn will be an “at will” employee and will be eligible for equity-based compensation. Mr. Sinn’s base salary is $180,000 per year.

Robin W. Hunt will also continue to be employed by FFMC while it is operating as a wholly-owned subsidiary of the Company. In April 2006, Mr. Hunt entered into an employment agreement with FFMC to recognize his continued employment with FFMC. His job title will be Vice-President. Pursuant to the agreement, Mr. Sinn will be an “at will” employee and will be eligible for equity-based compensation. Mr. Hunt’s base salary is $120,000 per year.

In connection with the aforementioned employment agreements, Mr. Sinn and Mr. Hunt each entered into a noncompete and nondisclosure agreement with FFMC in April 2006. The agreements contain: (i) a covenant not to solicit for three (3) years after the termination of the employee’s employment; (ii) a covenant not to compete by becoming an investor in the equity securities of a publicly held company, engaging in, or owning a controlling interest in, or acting as a principal, director or officer of, or consultant to, any firm or corporation engaged in a similar business or which is in direct competition with the employer; and (iii) a covenant not to use or disclose proprietary information without written permission from the employer, FFMC.

Mr. Kistler entered into an employment agreement with the Company in August 2006 to be the Company’s Chief Executive Officer. The initial term of the agreement is for three (3) years and shall be automatically renewed on a year-to-year basis thereafter unless terminated by either party on at least three (3) months prior written notice. Mr. Kistler’s base salary is $120,000 per year. Pursuant to the agreement Mr. Kistler is entitled to severance of a total amount equal to his base salary payable in 12 equal consecutive monthly installments.

Outstanding Equity Awards at Fiscal Year End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards

Stock Awards

Name

(a)

Number of Securities Underlying Unexercised Options (#) Exercisable

(b)

Number of Securities Underlying Unexercised Options (#) Unexercisable

(c)

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

(d)

Option Exercise Price ($)

(e)

Option Expiration Date

(f)

Number of Shares or Units of Stock That Have Not Vested (#)

(g)

Market Value of Shares or Units of Stock That Have Not Vested ($)

(h)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

(i)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(j)

Brian Kistler

84,750

169,500

(1)

Restricted Stock Awards

The Company issued Kistler 169,500 Class B Preferred Shares pursuant to a Restricted Stock Agreement on September 30, 2006 as payment for accrued, but unpaid compensation due to Mr. Kistler. In consideration of the grant Mr. Kistler agreed to remain employed by the Company for a period of three (3) years. In the event that Mr. Kistler is not employed by the Company on each of the vesting dates his right to the Class B shares is forfeited. The Class B Shares were issued at a value of $1.00 per share. As such, the award is valued at $169,500.

In December 2006 the terms of the transaction were renegotiated and Mr. Kistler was issued 84,750 Class B Shares at a value of $2.00 per share. The Class B shares are convertible at 2/3 of the Company offering price. The value of the award remains at $169,500. The Class B shares have been converted to 127,444 common shares. The common shares will vest over the next three (3) years according to the following schedule: October 1, 2007 - 42,481 shares; October 1, 2008 - 42,481 shares; and October 1, 2009 - 42,482.

Director Compensation

There are currently no compensation arrangements in place for members of the board of directors.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the reporting periods, there were no “reportable events” as such item is described in Item 304 of Regulation S-B under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the financial statements.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the Securities Act with respect to the common stock being offered in both the Company offering and the offering by the selling security holders. This Prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules filed as part of the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this Prospectus concerning the contents of any contract or other document are not necessarily complete . If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the file d exhibit. We will file an annual report on Form 10K-SB and quarterly reports on Form 10QSB with the SEC as well as other required SEC filings. The reports and other information we file with the SEC can be read and copied at the SEC’s Public Reference Room at 100 F Street NE., Washington D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 100 F Street NE Washington D.C. 20549. You may obtain information regarding the operation of the public reference room by calling 1(800) SEC-0330. The SEC also maintains a website ( http://www.sec.gov ) where you can access that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

PROSPECTUS

Subject to completion, dated _________, 2007

FREEDOM FINANCIAL HOLDINGS, INC.

2,614,464 Shares of Common Stock

This prospectus relates to 2,614,464 shares of common stock of Freedom Financial Holdings, Inc. (including 1,397,811 shares underlying warrants) that may be sold from time to time by the selling security holders named in this prospectus. The above mentioned parties are referred to as the “selling security holders” in this prospectus. The shares may be offered and sold from time to time by the selling security holders, and any pledgees, donees, transferees or other successors-in-interest of the shares, through public or private transactions at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. Information regarding the identities of the selling security holders, the manner in which they acquired or will acquire their shares and the manner in which the shares are being offered and sold is provided in the “Selling security holders” and “Plan of Distribution” sections of this prospectus.

We will not receive any of the proceeds from the sale of the shares. We will, however, receive the exercise price, if any, upon exercise of the warrants. We have agreed to bear all of the expenses in connection with the registration and sale of the shares, except for sales commissions.

No public trading market currently exists for our common stock or any of our other securities. We cannot assure you that our common stock will be listed on any exchange.

The date of this prospectus is _______, 2007

Alternate Page for Resale Prospectus. This page replaces the IPO Prospectus Cover Page.

PROSPECTUS SUMMARY

The Company

Background and Business Plan

The Selling Security Holder Offering

The selling security holders named in this prospectus below are selling a total of 2,614,464 shares of our common stock (including 1,397,811 shares underlying warrants) held by the selling security holders. We will not receive any proceeds from the sale by the selling security holders of their shares. We will, however, receive the exercise price, if any, upon exercise of the warrants. The sale of those shares will not affect the number of shares outstanding.

The Company Offering

We are concurrently offering a minimum of 375,000 shares of our common stock for sale and a maximum of 625,000 shares of our common stock for sale through Alaron Financial Services, Inc., the underwriter, on a best efforts basis, at a price per share of $2.00 (the “Company offering”). This prospectus contains references to the Company Offering.

Additional Information

Alternate Page for Resale Prospectus. This page replaces the Prospectus Summary of the IPO Prospectus.

USE OF PROCEEDS

The proceeds from the sale of the shares of our common stock being offered by the selling security holders pursuant to this prospectus will belong to the selling security holders. We will not receive any of the proceeds from the sale of such shares, except with respect to the exercise price, if any, of the warrants held by the selling security holders.

We will utilize the proceeds from both the exercise of warrants by the selling security holders to expand our mortgage brokerage operations by providing an additional source of funding that can be used to fund our marketing and geographic expansion expenses, for expansion of the business of the Company and general corporate and working capital purposes, including to:

Expand existing operations of the subsidiary;

Invest in technology to improve our infrastructure;

Open additional offices; and

Hire additional staff

Additionally, we may to use some of the proceeds to pursue other business opportunities that we may encounter.

Our management will retain significant discretion in determining how to use the proceeds from the exercise of warrants by the selling security holders. In making any decision about the use of proceeds, we will consider our capital resources. Further, our decisions about the use of proceeds will be influenced by changing business conditions and the availability of attractive investment opportunities.

We will have complete discretion over how we may use the proceeds, if any, from the exercise of warrants by the selling security holders. We cannot assure purchasers that our use of the net proceeds will not vary substantially due to unforeseen factors. Pending use of the proceeds from the Company offering, we may invest all or a portion of such proceeds in marketable securities, equity securities of other companies, short-term, interest-bearing securities, U.S. Government securities, money market investments and short-term, interest-bearing deposits in banks. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding our sources and uses of capital.

Alternate Page for Resale Prospectus. This page replaces the “Use of Proceeds” section of the IPO Prospectus.

SELLING SECURITY HOLDERS

An aggregate of 2,614,464 shares of our common stock, consisting of 1,216,653 shares of our common stock and 1,397,811 shares of our common stock issuable upon exercise of the warrants may be offered for sale and sold pursuant to this prospectus by the selling security holders.

These shares are to be offered by and for the respective accounts of the selling security holders and any pledgees, donees, assignees and transferees or successors-in-interest of the respective selling security holders. We have agreed to register all of such securities under the Securities Act and to pay all of the expenses in connection with such registration and sale of the shares (other than underwriting discounts and selling commissions and the fees and expenses of counsel and other advisors to the selling security holders).

Of the shares being registered on behalf of selling security holders, 507,255 were issued as a result of sales via a private placement. A total of 352,941 shares were issued pursuant to a building purchase transaction. The Company issued 356,457 shares for the conversion of debt and the Company issued 127,444 shares for the payment of services due to an officer.

The shares being registered on behalf of selling security holders are subject to various lock-up agreements. See, “Plan of Distribution - Lock-Up and Leak-out Provisions.”

The following table and notes to the table sets forth, with respect to each selling security holder:

the name of the selling security holder and any material relationship the selling security holder has had with us over the past three years;

the number of shares of our common stock beneficially owned by the selling security holder as of the date of this prospectus;

the number of shares of our common stock being offered for sale by the selling security holder pursuant to this prospectus; and

the number of shares of our common stock and percentage that will be beneficially owned by the selling security holder assuming the selling security holder disposes of all of the shares being offered pursuant to this prospectus.

Except as set forth in the footnotes to the table below, none of the selling security holder has held a position as an officer or director of us, nor has any selling security holder had any material relationship of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling security holder. The shares being offered are being registered to permit public secondary trading of the shares and each selling security holder may offer all or part of the shares owned for resale from time to time. In addition, unless otherwise specified in the footnotes to the table below, none of the selling security holder has any family relationships with our officers, directors or controlling stockholders, or is a registered broker-dealer or an affiliate of a registered broker-dealer.

Name of Selling Security Holder	Number of Shares Owned Before Offering			Number of Shares being Offered		Total Shares Owned After Offering		Percentage Owned After Offering
Robert W. Carteaux ⁽¹⁾		591,176	^(2) (3)		591,176		0		0
Robin W. Hunt IRA ⁽⁴⁾		7,350	⁽⁵⁾		7,350		0		0
Brian Kistler ⁽⁶⁾		573,957	⁽⁷⁾⁽⁸⁾		573,957		0		0
Stanley P. Lipp ⁽⁹⁾		441,176	⁽¹⁰⁾		441,176		0		0
Rodney J. Sinn ⁽¹¹⁾		74,025	⁽¹²⁾		74,025		0		0
Gregory Fields ⁽¹³⁾		17,500	⁽¹⁴⁾		17,500		0		0
Bruce Miller		87,500	^(15 )		87,500		0		0
Tom Morrical		26,250	^(15 )		26,250		0		0
Ryan Goldacker 401K		11,375	^(15 )		11,375		0		0
Joyce Swartz IRA		148,400	^(15 )		148,400		0		0
Mitch & Susan Kruse		43,750	^(15 )		43,750		0		0
Lori Beardslee 401K		10,500	^(15 )		10,500		0		0
Lloy Ball		17,500	^(15 )		17,500		0		0
Kim Hunt IRA		24,762	^(15 )		24,762		0		0
Don Davis IRA		9,800	^(15 )		9,800		0		0
Barb Wherry		17,500	^(15 )		17,500		0		0
Don & Jessica Davis		10,500	^(15 )		10,500		0		0
Shirley & Richard French		87,500	^(15 )		87,500		0		0
Jessica Davis IRA		8,400	^(15 )		8,400		0		0
Herb & Carolyn Hunt		17,500	^(15 )		17,500		0		0
Kevin Hostetler IRA		39,025	⁽¹⁵⁾		39,025		0		0
Rubble Trucking		87,500	⁽¹⁵⁾		87,500		0		0
Darin Roth		63,000	⁽¹⁵⁾		63,000		0		0
Jason & Casey Stone		8,750	⁽¹⁵⁾		8,750		0		0
Matt Swartz		5,250	⁽¹⁵⁾		5,250		0		0
Noel & Lynette Johnson		43,750	⁽¹⁵⁾		43,750		0		0
Gary W. Oden		8,750	⁽¹⁵⁾		8,750		0		0
Alaron Financial Services, Inc.		43,750	⁽¹⁶⁾		43,750		0		0

(1)

Robert W. Carteaux is a director of the Company.

(2)

Amount includes: (i) 264,706 warrants to purchase common stock, with an exercise price of $2.00, but not exercisable until one (1) year after the close of the Company Offering Period (as defined below); or (ii) 150,000 warrants to purchase common stock with an exercise price of $1.70, but not exercisable until one (1) year after the close of the Company Offering Period.

(3)

Shares may not be sold for 360 days following the close of this offering pursuant to the terms of a lock-up agreement.

(4)

Mr. Hunt is our CFO and Director of the Company. Additionally, Mr. Hunt is the brother-in-law of Mr. Sinn.

(5)

Amount includes: (i) 2,100 Series A warrants; or (ii) 2,100 Series B warrants. Neither the Series A nor Series B warrants are exercisable for one (1) year after the close of the Company Offering Period. For a description of the terms of the warrants see, “ Description of Securities .” The Class A shares that were purchased pursuant to a private placement offering have been converted to common shares and are subject to a lock-up agreement, the terms of which are described under, “ Shares Eligible for Future Sale - Lock-up Agreements.”

(6)

Kistler is our CEO and a Director.

(7)

Amount includes: (i) 87,000 Series A warrants; or (ii) 87,000 Series B warrants. Neither the Series A nor Series B warrants are exercisable for one (1) year after the close of the Company offering. For a description of the terms of the warrants see, “ Description of Securities .” The Class A shares that were purchased pursuant to a private placement offering have been converted to common shares and are subject to a lock-up agreement, the terms of which are described under, “ Shares Eligible for Future Sale - Lock-up Agreements.” Of these shares, 130,500 are held in the name of Brian Kistler 401K.

(8)

Of these shares 127,444 are not subject to any lock-up provisions, but will vest over a period of three (3) years commencing on October 1, 2007. See, “ Executive Compensation .” Of these shares 229,013 are subject to a 180 day lock-up and leak-out provisions until 360 days after registration of the shares. For the terms of the leak-out see, “ Shares Eligible for Future Sale.”

(9)

Mr. Lipp is a director of the Company.

(10)

Amount includes 264,705 warrants to purchase common stock, with an exercise price of $2.00, but not exercisable until one (1) year after the close of the Company offering.

(11)

Mr. Sinn is a director of the Company. Additionally, Mr. Sinn is the brother-in-law of Mr. Hunt.

(12)

Amount includes: (i) 21,150 Series A warrants; or (ii) 21,150 Series B warrants. Neither the Series A nor Series B warrants are exercisable for one (1) year after the close of the Company offering. For a description of the terms of the warrants see, “ Description of Securities .” The Class A shares that were purchased pursuant to a private placement offering have been converted to common shares and are subject to a lock-up agreement, the terms of which are described under, “ Shares Eligible for Future Sale - Lock-up Agreements.” Of these shares, 16,875 are held in the name of Rodney and Michelle Sinn and 14,850 are held in the name of Rodney Sinn 401K

(13)

Mr. Fields is our COO and a director of the Company.

(14)

Amount includes: (i) 5,000 Series A warrants; or (ii) 5,000 Series B warrants. Neither the Series A nor Series B warrants are exercisable for one (1) year after the close of the Company offering. For a description of the terms of the warrants see, “ Description of Securities .” The Class A shares that were purchased pursuant to a private placement offering have been converted and are subject to a lock-up agreement, the terms of which are described under, “ Shares Eligible for Future Sale - Lock-up Agreements.”

(15)

The Class A shares that were purchased pursuant to a private placement offering have been converted to common shares and are subject to a lock-up agreement, the terms of which are described under, “ Shares Eligible for Future Sale - Lock-up Agreements.” Amount includes the Series A warrant and Series B warrants issued pursuant to the private offering. Neither the Series A nor Series B warrants are exercisable for one (1) year after the close of the Company offering. For a description of the terms of the warrants see, “ Description of Securities .”

(16)

Represents the maximum possible number of warrants that the Company will grant to Alaron Financial Services, Inc. upon the closing of the Company Offering Period (as defined below). Each warrant is exercisable into one (1) share of common stock during the five (5) year period commencing one (1) year after the effective date of the registration statement of the Company at ten percent (10%) above the price the Shares are offered to the public.

Alternate Page for Resale Prospectus.

PLAN OF DISTRIBUTION

The selling security holders are not participating in the underwriting described above. The shares of our common stock being offered for sale by the selling security holders pursuant to this prospectus may be sold by underwriters or agents, the selling security holders or by pledgees, donees, transferees or other successors in interest of the selling security holders for their respective own accounts or through block trades.

We will receive none of the proceeds from such shares, other than proceeds, if any, from the exercise of the warrants. The selling security holders will pay or assume brokerage commissions or other charges and expenses incurred in the sale of the shares.

The distribution of the shares by the selling security holders is subject to restrictions. For a description of the terms of the lock-up and leak-out provisions see, “ Shares Eligible For Future Sale - Lock-up.”

The shares offered by the selling security holders may be sold from time to time at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices. In addition, the selling security holders may sell their shares covered by this prospectus through customary brokerage channels, either through broker-dealers acting as agents or brokers, or through broker-dealers acting as principals, who may then resell the shares, or at private sale or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

The selling security holders may from time to time pledge or grant a security interest in some or all of the shares of our common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling security holders to include the pledgees, transferees or other successors in interest as selling security holders under this prospectus.

The selling security holders also may transfer the shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling security holders to include the transferees, pledgees or other successors in interest as selling security holders under this prospectus.

The selling security holders may effect such transactions by selling the shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions, commissions, or fees from the selling security holders and/or purchasers of the shares for whom such broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions).

The selling security holders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with selling security holders. The selling security holders may also sell shares short and redeliver the shares to close out such short positions. The selling security holders may enter into options or other transactions with broker-dealers that require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus. The selling security holders also may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or upon default, the broker-dealer may sell the pledged shares pursuant to this prospectus.

Any broker-dealer that participates with the selling security holders in the distribution of the shares being offered pursuant to this prospectus may be deemed to be underwriters and any commissions received by them and any profit on the resale of shares positioned by them might be deemed to be underwriting discounts and commissions within the meaning of the Securities Act, in connection with such sales.

Any shares covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

We have agreed to indemnify the selling security holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. To our knowledge, none of the selling security holders has entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of our common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares by any of the selling security holders. If we are notified by any selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of shares offered pursuant to this prospectus, we will, if required, file a supplement to this prospectus. If the selling security holders use this prospectus for any sale of the shares, they will be subject to the prospectus delivery requirements of the Securities Act.

Each selling security holder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling security holders.

The 1,397,811 shares of our common stock offered pursuant to this prospectus which are issuable upon the exercise of the warrants will be issued in accordance with the terms of such warrants. Among other things, each of such warrants provide that, upon surrender at our principal offices of the warrant certificate evidencing such warrant, with the annexed form of exercise duly executed, together with payment of the appropriate exercise price, the registered holder (or assigns) will be entitled to receive a certificate for the shares so purchased.

In order to comply with the securities laws of various states, the common stock will not be sold in a particular state unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with.

Alternate Page for Resale Prospectus. This section replaces the “Underwriting” section in the IPO Prospectus.

INDEX TO FINANCIAL STATEMENTS


		Page
Freedom Financial Holdings, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at September 30, 2006 (unaudited) and December 31, 2005		F-3
Consolidated Statements of Operations for the nine months ended September 30, 2006 (unaudited) and for the period from August 16, 2005 (inception) through December 31, 2005		F-4
Consolidated Statement of Changes in Shareholders’ Equity (Deficit) for the period from January 1, 2006 through September 30, 2006 (unaudited) and for the period from January 1, 2004 through December 31, 2005		F-5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 (unaudited) and for the period from August 16, 2005 (inception) through December 31, 2005		F-6
Notes to Consolidated Financial Statements		F-7

Freedom Financial Mortgage Corporation
Report of Independent Registered Public Accounting Firm		F-22
Balance Sheet at December 31, 2005		F-23
Statements of Operations for the years ended December 31, 2005 and 2004 (unaudited)		F-24
Consolidated Statement of Changes in Shareholders’ Deficit for the period from January 1, 2004 through December 31, 2005		F-25
Statements of Cash Flows for the years ended December 31, 2005 and 2004 (unaudited)		F-26
Notes to Financial Statements		F-27

Unaudited Pro Forma Financial Information
Notes to Unaudited Pro Forma Condensed, Combined Statements of Operations		F-34
Pro Forma Condensed, Combined Statements of Operations (unaudited) for the year ended December 31, 2005		F-35

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Freedom Financial Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Freedom Financial Holdings, Inc. and subsidiary (“the “Company”) as of December 31, 2005, and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for the period from August 16, 2005 (inception) through December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Freedom Financial Holdings, Inc. and subsidiary as of December 31, 2005, and the consolidated results of their operations and their cash flows for the period from August 16, 2005 (inception) through December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has losses from operations through December 31, 2005 and an accumulated deficit of approximately $80,016 at that date. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

As discussed in Note 7 to the financial statements, Freedom Financial Holdings, Inc. acquired Freedom Financial Mortgage Corporation on May 3, 2006.

Cordovano and Honeck LLP
Englewood, Colorado
August 2, 2006

F-2

FREEDOM FINANCIAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	September 30, 2006			December 31, 2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	223,042		$	—
Notes receivable (Notes 2 and 3):
Affiliate		4,058			—
Other		30,000			—
Prepaid expenses		60,645			61,754
Other current assets		2,480			—
Total current assets		320,225			61,754

Property and equipment, net (Note 3)		37,954			—
Intangible assets, net (Note 3)		631,353			—
Deferred offering costs		147,630			—
Total assets	$	1,137,162		$	61,754

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts and notes payable:
Accounts payable	$	72,135		$	—
Line of credit (Note 3)		147,250			—
Note payable, related party (Note 2)		292,440			139,150
Current maturities of long-term debt		52,783			—
Accrued interest, related party (Note 2)		12,149			1,830
Bridge loans payable (Note 3)		136,700			—
Due to related party (Note 2)		169,500			—
Other current liabilities		12,556			—
Total current liabilities		895,513			140,980

Notes payable to bank, net of current maturities (Note 3)		185,271			—
Capital lease obligation		644			—
Total liabilities		1,081,428			140,980

Commitments (Note 6)		—			—

Shareholders’ equity (deficit) (Note 5):

Preferred stock , $.001 par value. Authorized 10,000,000 shares, 224,475 and -0- shares issued and outstanding, respectively		224			—
Common stock , $.001 par value. Authorized 150,000,000 shares, 2,454,545 and 1,350,000 shares issued and outstanding, respectively		2,455			1,350
Additional paid-in capital		696,819			(560	)
Retained deficit		(643,764	)		(80,016	)

Total shareholders’ equity (deficit)		55,734			(79,226	)
Total liabilities and shareholders’ equity (deficit)	$	1,137,162		$	61,754

See accompanying notes to consolidated financial statements.

F-3

FREEDOM FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Nine Months Ended September 30, 2006			August 16, 2005 (Inception) through December 31, 2005
	(unaudited)
Revenue:
Loan origination	$	676,947		$	—
Loan processing fees		82,556			—
Total revenue		759,503			—

Costs and expenses:
Cost of revenues		52,493			—
Selling, general and administrative expenses		1,228,812			78,186
Total operating expenses		1,281,305			78,186
Loss from operations		(521,802	)		(78,186	)

Other income (expense):
Interest income		6,376			—
Interest expense, related party (Note 2)		(10,320	)		(1,830	)
Interest expense, other		(38,002	)		—
Loss before income taxes		(563,748	)		(80,016	)

Income tax provision (Note 4)		—			—
Net loss	$	(563,748	)	$	(80,016	)

Net loss per share of common stock	$	(0.32	)	$	(0.06	)
Number of weighted average shares of common stock outstanding		1,788,182			1,350,000

See accompanying notes to consolidated financial statements.

F-4

FREEDOM FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)


	Preferred Stock				Common Stock			Additional Paid-in Capital			Accumulated Deficit			Total
	Shares	Amount			Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Total

Balance at August 16, 2005	—	$	—		—	$	—	$	—		$	—		$	—
Issuance of common stock in payment of organization expenses on behalf of the Company (Note 2)	—		—	*	1,350,000		1,350		(560	)		—			790
Net loss	—		—		—		—		—			(80,016	)		(80,016	)
Balance at December 31, 2005	—		—	*	1,350,000		1,350		(560	)		(80,016	)		(79,226	)
Merger with Northern Business Acquisitions Corp. (Note 7)	—		—		150,000		150		(150	)		—			—
Balance at February 10, 2006 (unaudited)	—		—		1,500,000		1,500		(710	)		(80,016	)		(79,226	)
Acquistion of Freedom Financial Mortgage Corporation (unaudited) (Note 7)	—		—		859,091		860		224,079			—			224,939
Sale of 224,475 units pursuant to exempt offering (Note 5)	224,475		224		—		—		448,726			—			448,950
Shares issued pursuant to anti-dilution Agreement (unaudited) (Note 7)	—		—		95,454		95		24,724			—			24,819
Net loss (unaudited)	—		—		—		—		—			(563,748	)		(563,748	)
Balance at September 30, 2006 (unaudited)	224,475	$	224		2,454,545	$	2,455	$	696,819		$	(643,764	)	$	55,734

——————

As restated see Note 7

See accompanying notes to consolidated financial statements.

F-5

FREEDOM FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30, 2006			August 16, 2005 (Inception) through December 31, 2005
	(unaudited)
Cash flows from operating activities:
Net loss	$	(563,748	)	$	(80,016	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		117,538			—
Common stock issued for services		24,819			790
Changes in operating assets and liabilities, excluding effects of business combinations:
Prepaid expenses and other current assets		(1,371	)		(61,754	)
Deferred offering costs		(147,630	)		—
Accounts payable		(36,907	)		—
Accrued liabilities		10,726			1,830
Net cash used in operating activities		(596,573	)		(139,150	)
Cash flows from investing activities:
Cash proceeds from subsidiary acquisition		3,237			—
Loans made		(30,000	)		—
Purchase of property and equipment		(2,373	)		—
Net cash used in investing activities		(29,136	)		—
Cash flows from financing activities:
Proceeds from lines of credit, notes payable, bridge loans and current portion of long-term debt		483,921			139,150
Repayments of notes payable		(83,652	)		—
Repayments of capital lease obligations		(468	)		—
Proceeds from issuance of preferred stock, net of issuance costs		448,950			—
Net cash provided by financing activities		848,751			139,150
Net change in cash and cash equivalents		223,042			—
Cash and cash equivalents:
Beginning of period		—			—
End of period	$	223,042		$	—
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—
Interest	$	47,938		$	—
Non-cash investing and financing activities:
Acquisition of Freedom Financial Mortgage Corporation:
Working capital, including cash of $3,237	$	7,295		$
Property and equipment		40,234
Intangible assets		744,238
Liabilities assumed		(566,828	)
Stocks issued in the acquisition of FFMC	$	224,939		$	—

See accompanying notes to consolidated financial statements.

F-6

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies

Organization

Freedom Financial Holdings, Inc., a Maryland corporation, and subsidiary, Freedom Financial Mortgage Corp., an Indiana corporation, (together, the “Company”) originate single family and multifamily mortgages for sale or transfer to another institution, referred to as a “sponsor.” The Company is a Department of Housing and Urban Development (“HUD”) approved Loan Correspondent Mortgagee pursuant to Title II of the National Housing Act, as amended.

The Company is headquartered in Fort Wayne, Indiana with three branch offices located in the southeast United States.

Unaudited Financial Information

The accompanying financial information as of September 30, 2006 and for the nine months ended September 30, 2006 is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of operating results for the nine months ended September 30, 2006 have been made. The results of operations for the nine months ended September 30, 2006 is not necessarily indication of the results to be expected for the year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Freedom Financial Holdings, Inc. (“FFHI”) and its wholly-owned subsidiary, Freedom Financial Mortgage Corp. (“FFMC”). All significant inter-company balances and transactions have been eliminated in consolidation.

Going Concern/Liquidity Considerations

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

The Company has incurred losses through September 30, 2006 and December 31, 2005 of approximately $563,748 (unaudited) and $80,016, respectively. Because of the continued absence of positive cash flows from sales and profits, the Company will require substantial additional funding for continuing the development and marketing of its products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to raise additional funds to meet its net capital and working capital requirements and for product development and marketing through proposed private and public sales of its securities. Management believes that it will require a minimum of $750,000 in financing over the next twelve months. Management believes that it will need approximately $150,000 to meet net capital requirements, approximately $200,000 to continue operations as currently conducted for the next twelve months and approximately $400,000 for product development.

Management has made plans to address these matters, which include:

Raise additional $750,000 to $1,500,000 in funds through the sale of its equity securities;

Use a portion of those proceeds to retain experienced wholesale account executives and retail loan officers with particular skills in the commercialization and marketing of its products; and

Use a portion of those proceeds to attain technology to develop such products and additional products.

F-7

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

The success and growth of its business will also depend upon management’s ability to adapt to and implement technological changes. The successful outcome of these future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

Further, Federal and State regulations govern the sale of the Company’s products. There can be no assurance that the Company will receive further regulatory approvals which are required to market its products.

Other Risks and Uncertainties

The Company operates in an industry that is subject to intense competition, government regulation and technological change. The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, regulatory and other risks associated with an emerging business, including the potential risk of business failure.

Use of Estimates

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the realization of long-lived assets and the fair market value of the assets acquired in the acquisition of Freedom Financial Mortgage Corp. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company’s accounts and notes receivable, accounts payable, accrued expenses, and long term debt approximates their estimated fair values due to the short-term maturities of those financial instruments.

Share-Based Payment

SFAS No. 123-R, “Share-Based Payment”, a revision to SFAS No. 123, was issued in December 2004 and requires that the compensation costs relating to share-based payment transactions (including the cost of all employee stock options) be recognized in the financial statements. That cost will be measured based on the estimated fair value of the equity or liability instruments issued. SFAS No. 123-R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123-R replaces SFAS No. 123, and supersedes APB Opinion No. 25. Due to a recent SEC announcement delaying the effective date, the Company will be required to apply SFAS No. 123-R as of July 1, 2006. Thus, the Company’s consolidated financial statements will reflect an expense for (a) all share-based compensation arrangements granted after December 31, 2005 and for any such arrangements that are modified, cancelled, or repurchased after that date, and (b) the portion of previous share-based awards for which the requisite service has not been rendered as of that date, based on the grant-date estimated fair value.

F-8

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

Beneficial Conversion Feature

The convertible feature of the Class A Convertible Preferred Shares (see Notes 5 and 10) provides for a rate of conversion that is based on a discount to the proposed initial public offering (“IPO”) price of the Company’s Common Stock. Such discount is normally characterized as a beneficial conversion feature (“BCF”) pursuant to Emerging Issues Task Force (“EITF”) Issue No. 98-5 (“EITF 98-5”), “Accounting For Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratio,” and EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 To Certain Convertible Instruments.”

The Company has not estimated the fair value of the BCF to the Class A Convertible Preferred Shares, as the IPO price is not known at this time. Once the IPO price is determined, the Company will account for the BCF as a “deemed dividend.”

Advertising Costs

All advertising costs are expensed as incurred. Advertising expenses were $5,132 (unaudited), and $ -0- for the nine months ended September 30, 2006 and for the period from August 16, 2005 through December 31, 2005, respectively

Revenue and Cost Recognition

The Company earns revenue on mortgage loans which it originates and transfers to mortgage lenders for eventual funding. Mortgage origination revenue is recognized at the time the loan is funded by the mortgage lender.

The Company also earns revenue from processing loans, which is recognized as follows: (1) After the Company enters into a legally binding arrangement with a customer to process loans; (2) When the Company performs the service; (3) When the customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) when collection is probable.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. There was $232,042 and $-0-, respectively, in cash equivalents at September 30, 2006 (unaudited) and December 31, 2005. The cash equivalents consist of short term fixed income securities held in a brokerage account.

Collectibility of Accounts and Notes Receivable

The Company reflects accounts and notes receivable at their net realizable value. Periodically, management assesses the collectibility of accounts and notes receivable. A considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts, a review of the aging of the receivables and the current creditworthiness of certain customers and debtors. The Company has not recorded an allowance for doubtful accounts and notes receivables at September 30, 2006 and December 31, 2005, as management feels that all are collectible. However, if the financial condition of any customers or debtors was to deteriorate and their ability to make required payments became impaired, an increase in the allowance may be required.

F-9

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

Property and Equipment

Property and equipment are recorded at cost. Expenditures that extend the useful lives of assets are capitalized. Repairs, maintenance and renewals that do not extend the useful lives of the assets are expensed as incurred. Depreciation is provided on the straight-line method over the following estimated useful lives:


	Equipment		3-5 years
	Leasehold improvements		5 years
	Office equipment		5 years
	Office furniture		7 years

Intangible Assets

The Company has applied the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” in accounting for its intangible assets. All intangible assets are being amortized over their useful lives. The Company had no indefinite life intangible assets at September 30, 2006 and December 31, 2005.

Impairment of Long Lived-Assets

The Company periodically evaluates the carrying value of its long-lived assets under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets, and supersedes (a) SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and (b) the accounting and reporting provisions of APB Opinion No. 30 (“Reporting the Effects of the Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”) for the disposal of a segment of a business as previously defined in that Opinion. SFAS No. 144 also amends Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements,” to eliminate the exception to consolidation of a subsidiary when control is likely to be temporary.

SFAS No. 144 requires impairment losses to be recorded on long-lived assets used in operations, including amortizable intangible assets when indicators of impairment are present. Indicators of impairment include an economic downturn or a change in the assessment of future operations. In the event a condition is identified that may indicate an impairment issue, an assessment is performed using a variety of methodologies, including analysis of undiscounted future cash flows, estimates of sales proceeds and independent appraisals. If such assets are impaired, the expense recognized is the amount by which the carrying amount of the asset exceeds the estimated fair value. Assets to be disposed of are reported at the lower of the carrying value or the estimated fair market value, less cost to sell.

Deferred Offering Costs

The Company has incurred legal, accounting and printing costs in connection with the offering of its securities for sale to investors. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful, the costs will be expensed. Deferred offering costs at September 30, 2006 and December 31, 2005 were $147,631 (unaudited) and $-0-, respectively.

Deferred Income Taxes and Valuation Allowance

Deferred income taxes reflect the estimated tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes. The Company records a valuation allowance for deferred tax assets when, based on management’s best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of the deferred tax assets may not be realized.

F-10

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

Loss Per Share

The Company computes net loss per share in accordance with SFAS No. 128 “Earnings Per Share.” Under the provisions of SFAS No. 128, basic net loss per share is computed by dividing the net loss available to common shareholders (the numerator) for the period by the weighted average number of common shares outstanding (the denominator) during the period. The computation of diluted earnings is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued.

At September 30, 2006 and December 31, 2005, there were 448,950 (unaudited) and -0- vested warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive. Other securities that could potentially dilute earnings per share in the future include the outstanding Class A Preferred Stock convertible into common stock at the rate of two-thirds of the initial public offering (“IPO”) price. The number of shares of common stock will be determined if and when the IPO price is established.

Recently Adopted Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 153, “Exchange of Nonmonetary Assets, and Amendment of APB No. 29, “Accounting for Nonmonetary Transaction “ The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured using the estimated fair value of the assets exchanged. SFAS No. 153 eliminates the narrow exception for nonmonetary exchanges of similar productive assets, and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has “commercial substance” if the future cash flows of the entity are expected to change significantly as a result of the transaction. This pronouncement is effective for nonmonetary exchanges in fiscal periods beginning after June 15, 2005. The adoption of this pronouncement is not expected to have any impact on the Company’s results of operations or financial condition.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which replaces APB Opinion No. 20 and FASB Statement No. 3. This pronouncement applies to all voluntary changes in accounting principle, and revises the requirements for accounting for and reporting a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle, unless it is impracticable to do so. This pronouncement also requires that a change in the method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is effected by a change in accounting principle. SFAS No. 154 retains many provisions of APB Opinion 20 without change, including those related to reporting a change in accounting estimate, a change in the reporting entity, and correction of an error. The pronouncement also carries forward the provisions of SFAS No. 3 which govern reporting accounting changes in interim financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of SFAS No. 154. The adoption of this pronouncement did not have a material impact on the Company’s results of operations or financial condition.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity, and is effective for public companies as follows: (i) in November 2003, the FASB issued FASB Staff Position (“FSP”) FAS 150-03 (“FSP 150-3”), which defers indefinitely (a) the measurement and classification guidance of SFAS No. 150 for all mandatorily redeemable non-controlling interests in (and issued by) limited-life consolidated subsidiaries, and (b) SFAS No. 150’s measurement guidance for other types of mandatorily redeemable non-controlling interests, provided they were created before November 5, 2003; (ii) for financial instruments entered into or modified after May 31, 2003 that are outside the scope of FSP 150-3; and (iii) otherwise, at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 on the aforementioned effective dates. The adoption of this pronouncement did not have a material impact on the Company’s results of operations or financial condition.

F-11

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

In December 2003, the FASB issued a revision of SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits. This pronouncement (“SFAS No. 132-R”) expands employers’ disclosures about pension plans and other post-retirement benefits, but does not change the measurement or recognition of such plans required by SFAS No. 87, No. 88, or No. 106. SFAS No. 132-R retains the existing disclosure requirements of SFAS No. 132, and requires certain additional disclosures about defined benefit post-retirement plans. Except as described in the following sentence, SFAS No. 132-R is effective for foreign plans for fiscal years ending after June 15, 2004; after the effective date, restatement for some of the new disclosures is required for earlier annual periods. Some of the interim-period disclosures mandated by SFAS No. 132-R (such as the components of net periodic benefit cost, and certain key assumptions) are effective for foreign plans for quarters beginning after December 15, 2003; other interim-period disclosures will not be required for the Company until the first quarter of 2005. Since the Company does not have any defined benefit post-retirement plans, the adoption of this pronouncement did not have any impact on the Company’s results of operations or financial condition.

Other significant recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC are discussed elsewhere in these notes to the consolidated financial statements. In the opinion of management, significant recent accounting pronouncements did not or will not have a material effect on the consolidated financial statements.

Note 2 — Related Party Transactions

An officer of the Company paid certain costs and expenses totalling $153,290 (unaudited) and $139,150 on behalf of the Company for the nine months ended September 30, 2006 and for the period from August 16, 2005 (inception) through December 31, 2005, respectively for working capital purposes. The Company issued a note payable, convertible into the Company’s Class B Convertible Preferred Stock at $1.00 per share to the officer in exchange for agreeing to pay the costs and expenses. Effective December 28, 2006, the note was amended to convert at $2.00 per share. As of September 30, 2006, the Company was indebted to the officer in the amount of $292,440 (unaudited) plus related accrued interest of $12,149 (unaudited).

In February 2005, the Company loaned Freedom Service Corporation, an affiliate, $4,058. The loan is noninterest-bearing and is uncollateralized.

During the nine months ended September 30, 2006, the Company accrued compensation costs totaling $169,500 (unaudited) payable to an officer.

During the nine months ended September 30, 2006, the Company sold 75,750 (unaudited) units at $2.00 per unit to its officers and directors for proceeds of $151,500 (unaudited) pursuant to an exemption from registration claimed under Rule 506 of Regulation D pursuant to the Securities Act of 1933, as amended. Each unit consisted of one share of Class A Convertible Preferred stock, one Series A Common Stock Warrant and one Series B Common Stock Warrant. See Note 5 for the rights and preferences of the convertible preferred stock and the terms and conditions of the A and B warrants.

Note 3 — Balance Sheet Components

Note Receivable

In May 2006, the Company loaned Industrial Systems, Inc. (an unrelated third-party) $30,000 (unaudited) pursuant to the terms of a one-year promissory note. The note is uncollateralized. Interest is payable monthly at 20 percent per annum. At September 30, 2006, the debtor is current on the interest payments.

F-12

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Balance Sheet Components – (continued)

Property and Equipment

Property and equipment consisted of the following as of September 30, 2006 and December 31, 2005:


	September 30, 2006			December 31, 2005
	(unaudited)

Equipment	$	96,693		$	—
Leasehold improvements		4,717			—
Office equipment		6,825			—
Office furniture		17,609			—
		125,844			—
Less accumulated depreciation		(87,890	)		—
	$	37,954		$	—

Depreciation expense for the nine month period ended September 30, 2006 and the period August 16, 2005 through December 31, 2005 was $4,653 (unaudited) and $-0-, respectively.

Intangible Assets

The total amount assigned to the major intangible asset class and the corresponding weighted average amortization period as of September 30, 2006 and December 31, 2005 is as follows:


	September 30, 2006			December 31, 2005		Wtg. Avg. Amort. Period (Yrs)
	(unaudited)

Noncompete agreements	$	440,000		$	—	3
Noncontractural customer relationships		50,000			—	5
Customer list		175,000			—	5
Licenses		79,238			—	0
		744,238			—	3
Less accumulated amortization		(112,885	)		—
	$	631,353		$	—

There was no residual value assigned to the assets. The estimated aggregate amortization expense for each of the five succeeding years is as follows:


Years Ending December 31,
2006	$	101,372
2007		218,076
2008		118,332
2009		69,444
2010		44,891
	$	552,115

F-13

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Balance Sheet Components – (continued)

Short-Term Debt

The Corporation negotiated a $70,000 (unaudited) line-of-credit, dated January 20, 2006, with Wells Fargo Bank. The agreement calls for monthly interest only payments at prime plus 5.5 percent, currently 13.75 percent. The loan is guaranteed personally by certain officer/shareholders of FFMC. The agreement matures February 2007. The outstanding balance at September 30, 2006 was $68,991 (unaudited) including accrued interest.

The Corporation negotiated a debt consolidation loan in the amount of $78,258 (unaudited), dated August 18, 2006, with Hicksville Bank. The agreement calls for monthly interest only payments at 8.25 percent per annum. After October 2, 2006 the interest rate is a variable rate based on the corporate rate as posted by the Wall Street Journal. The loan is guaranteed personally by certain officer/shareholders of FFHI. The loan agreement matures on October 2, 2007.

As of September 30, 2006 (unaudited) and December 31, 2005, respectively, the Company’s short term debts are as follows:


	September 30, 2006		December 31, 2005
	(unaudited)

Line of Credit to Wells Fargo Bank, personally guaranteed by certain officers of FFMC, monthly interest-only payment due at the rate of prime plus 5.5 percent, currently 13.75 %. Maturity date on February 2007	$	68,991	$	—
Note payable to Hicksville Bank, guaranteed by officer, monthly interest-only payment due at the rate of 8.25% per annum until October 2, 2006, variable index rate for the base corporate rate as posted by the Wall Street Journal thereafter. Collateralized by substantially all business assets of the Company. Maturity date on October 2, 2007		78,259		—
	$	147,250	$	—

Certain individuals provided bridge loans totaling $136,700 (unaudited) to the Company during the nine months ended September 30, 2006. These unsecured loans carry interest at 10 percent and are payable on demand.

Long-Term Debt

Notes payable consisted of the following as of September 30, 2006 and December 31, 2005:


	September 30, 2006			December 31, 2005
	(unaudited)

Note payable to Lake City Bank, collateralized by substantially all assets, guaranteed by officers, due in monthly installments of $5,868, matures November 10, 2010 with interest at prime plus .5%, currently at 8.75% per annum	$	236,406			—

		236,406			—
Less: current maturities		(51,135	)		—
	$	185,271		$	—

F-14

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Balance Sheet Components – (continued)

Short-Term Debt

Principal payments on the above notes as of September 30, 2006 and December 31, 2005 are as follows:


Year Ending December 31,
2006	$	8,207
2007		52,273
2008		57,104
2009		62,381
2010		56,441
	$	236,406

Capital Lease

The Company leases equipment under capital leases expiring in February 2008. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the lower of their related lease terms or their estimated productive lives. Amortization of assets under capital leases is included in amortization expense for the nine months ended September 30, 2006.

The following is a summary of property held under capital leases as of September 30, 2006 and December 31, 2005:


	September 30, 2006			December 31, 2005
		(unaudited)

Dell Computers	$	4,649		$	—
Less: accumulated depreciation		(2,558	)		—
	$	2,091		$	—

Minimum future lease payments under capital leases as of December 31, 2005 are approximately as follows:


Year Ending December 31,
2006	$	1,648
2007		1,648
2008		275
		3,571
Less: amount representing interest		(993	)
Present value of minimum lease payments	$	2,578

Note 4 — Income Taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the nine months ended September 30, 2006 (unaudited) and the period from August 16, 2005 (inception) through December 31, 2005:


	September 30, 2006			December 31, 2005
	(unaudited)

U.S. statutory federal rate	32.03		%	18.41		%
State income tax rate	4.76		%	5.71		%
Contributed services and offering costs	(5.25	)	%	0.00		%
Net operating loss for which no tax benefit is currently available	(31.54	)	%	(24.12	)	%
	0.00		%	0.00		%

F-15

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — Income Taxes – (continued)

At December 31, 2005, the Company has a deferred tax asset of $19,538 due to net operating loss carryforward for federal income tax purposes of approximately $80,016, which was fully allowed for in the valuation allowance of $19,538. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The change in the valuation allowance for the period from August 16, 2006 (inception) through December 31, 2005 was $19,538.

At September 30, 2006, the Company has a deferred tax asset of $95,047 (unaudited) due to net operating loss carryforward for federal income tax purposes of approximately $590,386 (unaudited), which was fully allowed for in the valuation allowance of $95,047 (unaudited). The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The change in the valuation allowance for the nine months ended September 30, 2006 was $75,509 (unaudited).

Because of various stock transactions during 2006, management believes the Company has undergone an “ownership change” as defined by Section 382 of the Internal Revenue Code. Accordingly, the utilization of a portion of the net operating loss carryforward may be limited. Due to this limitation, and the uncertainty regarding the ultimate utilization of the net operating loss carryforward, no tax benefit for losses has been provided by the Company in the accompanying financial statements. The net operating loss carryforward will expire through 2026.

Note 5 — Shareholders’ Equity (Deficit)

Authorized Capital

The Company’s authorized capital stock consists of 150,000,000 shares of $0.001 par value per share Common Stock and 10,000,000 shares of $0.001 par value per share preferred stock.

Class A Preferred Stock

The Company has designated 1,000,000 of its Preferred Shares as Class A Convertible Preferred Shares. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, Class A Convertible Preferred Shareholders are entitled to receive a preferential treatment vis-à-vis common shareholders. Class A Convertible Preferred Shares are automatically convertible into Common Shares at a rate of two-thirds of the initial public offering (“IPO”) price of the Common Shares on the date a registration statement is filed with the SEC. A beneficial conversion will be recorded by the Company if and when the IPO price is established. If the Company has not registered the common shares within two years of issuance, Class A Convertible Preferred Shareholders have an automatic right to force the Company to redeem the Class A Convertible Preferred Shares at $2.00 (as amended on December 28, 2006) per share.

Sale of Units

During the nine months ended September 30, 2006, the Company sold 148,725 (unaudited) units at $2.00 per unit to certain accredited investors for proceeds of $297,450 (unaudited) pursuant to an exemption from registration claimed under Rule 506 of Regulation D pursuant to the Securities Act of 1933, as amended. Each unit consisted of one share of Class A Convertible Preferred Stock, one Series A Common Stock Warrant and one Series B Common Stock Warrant.

Proposed Private Placement Memorandum

The Company plans to offer up to 500,000 units, at $2.00 per unit pursuant to the terms and conditions of a proposed private placement memorandum. Each unit will consist of one share of the Company’s $0.001 par value Class A preferred stock and one Series A and one Series B Common Stock warrant to acquire common shares.

F-16

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 — Shareholders’ Equity (Deficit) – (continued)

The units will be sold to investors pursuant to the exemptions from registration requirements under the Federal Securities Act of 1933, as amended, provided by Section 4(2) of the Act and Regulation D. This offering will be integrated with the offering for the period ended September 30, 2006 under Regulation D.

Proposed Public Offering

The Company plans to conduct an offering of its common stock. However, the terms and conditions of the proposed IPO have not been determined.

Registration Rights

Should the Company propose to register any of its Common Stock; each shareholder has the right to request that their shares of common stock be registered under the Securities Act of 1933, as amended. However, shareholders may not sell their shares of common stock for 180 days following the effective date of the registration statement. Additionally, commencing on the 180th calendar day after an effective registration statement, each shareholder may offer and sell only an aggregate of one-third of their shares of common stock provided that any of the shares are sold for a price not less than 120 percent of the IPO price. After 270 days from the effective date, a shareholder may offer and sell up to two-thirds of their shares of common stock provided that any of the shares are sold for a price not less than 120 percent of the IPO price. After 360 days, all shareholder restrictions on the sale of their shares of common stock are lifted.

Warrants Outstanding

Series A Common Stock warrant holders have the right to purchase one share of Common Stock for a period of three years at a price of 120 percent of the price for Common Stock in a registered offering, which is anticipated to be filed by the Company. Series B Common Stock warrant holders have the right to purchase one share of Common Stock for a period of five years at a price of 150 percent of the price for Common Stock in a registered offering, which is anticipated to be filed by the Company. The status of the Company’s warrants outstanding is summarized as follows:


	Number of Shares	Weighted Average Exercise Price*

Outstanding at December 31, 2005	—	$	—
Granted (unaudited)	448,950		4.05
Exercised	—		—
Canceled	—		—
Outstanding at September 30, 2006 (unaudited)	448,950	$	4.05

——————

Assumes an IPO price of $3.00 per share

2006 Incentive Stock Plan

The Company has designed an incentive stock plan to retain directors, executives, selected employees and consultants and reward them for making major contributions to the success of the Company. Pursuant to the terms of the plan, incentive stock options may be issued only to employees of the Company. Incentive stock options may be granted to officers or directors, provided they are also employees of the Company. The Company has reserved 300,000 shares under the plan.

As of December 31, 2005, no incentive stock options have been granted under the plan.

F-17

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — Commitments

Lease Arrangements

The Company rents office space and equipment under operating lease agreements which expire as follows:


	Office-Indiana		June-06
	Office-Georgia		August-06
	Copier		October-08
	Facsimile		August-09
	Phone systems		September-06
	Phone systems		May-07
	Computers		January-08

Rent expense for the nine months ended September 30, 2006 and the period August 16, 2005 through December 31, 2005 was $35,524 (unaudited) and $-0-, respectively.

The minimum annual rent payable under such leases approximates the following:


Year Ending December 31,
2006	$	61,988
2007		15,216
2008		8,861
2009		2,512
	$	88,577

Commitment

The Company is obligated to pay a consultant $40,000 upon the effectiveness of its Registration Statement on Form SB-2 and an additional $20,000 upon the commencement of trading in its common stock.

Note 7 — Acquisitions

Reverse Merger with Northern Business Acquisitions Corp.

On February 10, 2006, Titan Holdings, Inc. (“THI”), an Indiana corporation, entered into a Plan and Agreement of Reorganization Agreement (the “Agreement”) with Northern Business Acquisitions Corp. (“NBAC”), a Maryland corporation, in a tax-free share exchange under Section 368(a)(1)(B) of the Internal Revenue Code. NBAC exchanged 1,350,000 shares of its $.001 par value Common Stock for 100 percent of the issued and outstanding Common Stock of THI. This acquisition has been treated as a recapitalization; with NBAC the legal surviving entity. By virtue of the reorganization, the sole shareholder of THI acquired 90 percent (or 1,350,000) of the restricted common shares of NBAC. THI was dissolved in the merger and NBAC changed its name to Titan Holdings, Inc. and later, to Freedom Financial Holdings, Inc. Management accounted for the reorganization as a capital stock transaction. Costs of the transaction were charged to the period.

Acquisition of Freedom Financial Mortgage Corporation

On May 3, 2006, Freedom Financial Holdings, Inc. (“FFHI”) acquired 100 percent of the outstanding common shares of Freedom Financial Mortgage Corporation (“FFMC”). The results of FFMC’s operations have been included in the consolidated financial statements since that date.

FFHI acquired all of the issued and outstanding shares of FFMC in exchange for issuing 859,091 common shares to the former shareholders of FFMC. An additional 95,454 shares of FFHI Common Stock were issued to their founding shareholders pursuant to certain anti-dilutive rights contained in the Exchange Agreement. For tax purposes, the transaction was structured to qualify as a tax-free reorganization pursuant to Section 368(a) (1) (B) of the IRC.

F-18

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 — Acquisitions – (continued)

There was no public market for the Company’s Common Stock at the time of this offering. Accordingly, the Board of Directors valued the transaction at $224,939, ($.26 per share), based on the fair value of the net assets acquired on the date the acquisition were agreed to and announced.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. FFHI is in the process of obtaining third-party valuations of certain intangible assets; thus, the allocation of the purchase price is subject to refinement.

At May 3, 2006 (unaudited)


Current assets	$	7,295
Property and equipment		40,234
Intangible assets		744,238
Total assets		791,767

Current liabilities		49,267
Long-term debt		517,561
Total liabilities assumed		566,828
Net assets	$	224,939

Acquired intangible assets subject to amortization, consisted of the following:


Noncompete agreements (unaudited)	$	440,000
Noncontractural customer relationships (unaudited)		50,000
Customer list (unaudited)		175,000
Licenses (unaudited)		79,238
Current assets (unaudited)	$	744,238

Note 8 — Concentrations

The Company originates mortgages primarily in the states of Florida, Indiana, and Georgia. An overall decline in the economy or the residential real estate market, or the occurrence of a natural disaster that is not covered by standard homeowners’ insurance policies, such as a tornado or hurricane, in one of these states could decrease the value of mortgaged properties in those states and could hamper the Company’s success in attracting clients, ability to originate or sell, and significantly harm the company’s business, financial condition, liquidity and results of operations.

Note 9 — S Corporation Termination

FFMC terminated its S Corporation tax status as of May 3, 2006 in conjunction with its merger with FFHI.

Note 10 — Subsequent Events

Class B Convertible Preferred Shares

On October 2, 2006, the Company designated 500,000 of its Preferred Shares as Class B Convertible Preferred Shares. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, holders of Class B Convertible Preferred Shares are entitled to receive preferential treatment vis-à-vis common shareholders.

The Class B Convertible Preferred shares are automatically converted into Common Shares as of the date of the filing of an initial registration (or “IPO”) of Common Shares under the Securities Act of 1933, as amended at a rate of two-thirds of the initial registration price. If the Company has not registered the underlying Common Shares within two years, Class B Convertible Preferred Shareholders will have an automatic right to force the Company to redeem their shares at $2.00 per share. Class B Preferred Convertible Shareholders are not entitled to dividends.

F-19

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Subsequent Events – (continued)

In December 2006, the Company issued 152,294 (unaudited) shares of Class B Convertible Preferred Stock to an officer to settle a note payable totalling $292,440 (unaudited) plus related accrued interest of $12,149 (unaudited). (See Note 2).

In December 2006, the Company issued 84,750 (unaudited) shares of Class B Convertible Preferred Stock at $2.00 per share to an officer to settle accrued compensation totalling $169,500 (unaudited). (See Note 2).

Class C Convertible Preferred Shares

In December 2006, the Company designated 600,000 (unaudited) of its Preferred Shares as Class C Convertible Preferred Shares. Effective December 28, 2006, the designation was amended to 300,000 (unaudited) Preferred Shares. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, Class C Convertible Preferred Shareholders are entitled to receive preferential treatment vis-à-vis common shareholders.

The Class C Convertible Preferred Shares are automatically convertible into Common Shares on the date of the filing of an IPO of its Common Shares at a rate of eighty five percent of the initial registration price.

If the Company has not registered the underlying Common Shares within two years, Class C Convertible Preferred Shareholders have an automatic right to force the Company to redeem their shares at a price of $2.00 per share, plus an amount equal to all accrued and unpaid dividends on those shares. Class C Convertible Preferred Shareholders are entitled to receive, when and as declared by the Board of Directors, out of any assets at the time legally available, dividends in cash at the rate of six percent per annum.

Acquisition of Building

During the fourth quarter of 2006, the Company acquired an office building in Fort Wayne, Indiana for debt and securities. The Company paid $1,300,000 (unaudited) consisting of $700,000 (unaudited) in debt, 300,000 (unaudited) shares of Class C Convertible Preferred Stock, and warrants to acquire shares of the Company’s Common Stock, in an amount equal to 150 percent of the number of shares the Class C Convertible Preferred Shares could be converted into as of the closing date of the proposed IPO. The preferred stock is automatically convertible as of the date of the filing of an IPO into the Company’s Common Stock at 85 percent of the IPO price.

During the fourth quarter of 2006, the Company borrowed an additional $100,000 (unaudited) for improvements to the building. Improvements were completed on December 1, 2006. In connection with the additional borrowing, the Company granted the seller, who guaranteed the loan, a warrant to purchase 150,000 (unaudited) shares of its Common Stock at a price of 85 percent of the proposed IPO price per share for a period of 5 years.

The Company moved its operations into the office building on December 8, 2006.

Unaudited Pro Forma Financial Information

The table below shows the effects of (1) the issuance of the Class B Convertible Preferred Shares for the officer debt obligations and (2) the issuance of the Series C Convertible Preferred Shares and related warrants for the building and on the Company’s unaudited, condensed balance sheet at September 30, 2006:


	As Stated		Pro Forma

Current assets	$	320,225	$	320,225
Property and equipment		37,954		1,437,954
Intangible assets		631,353		631,353
Other assets		147,630		147,630
Total assets		1,137,162		2,537,162

Current liabilities	$	895,513	$	421,424
Long-term debt		185,915		985,915
Total liabilities assumed		1,081,428		1,407,339
Net assets	$	55,734	$	1,129,823
Number of warrants outstanding		448,950		598,950

F-20

FREEDOM FINANCIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Subsequent Events – (continued)

Application Submitted

On November 10, 2006, the Company submitted an application with warehouse lenders to expand its services as a wholesale mortgage banker. The Company expects to begin lending as a mortgage banker in the first quarter of 2007.

F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Freedom Financial Mortgage, Inc.

We have audited the accompanying balance sheets of Freedom Financial Mortgage, Inc. (“the “Company”) as of December 31, 2005, and the related statements of operations, shareholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Freedom Financial Mortgage, Inc. and subsidiary as of December 31, 2005, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has losses from operations through December 31, 2005 and a net capital deficit of approximately $386,394 at that date. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Cordovano and Honeck LLP
Englewood, CO
December 17, 2006

F-22

FREEDOM FINANCIAL MORTGAGE, INC.

BALANCE SHEET


ASSETS
Current assets:
Cash and cash equivalents	$	445,256
Marketable securities		36,821
Accounts and note receivable:
Accounts -trade		19,670
Note		4,058
Other current assets		3,039
Total current assets		508,844
Property and equipment, net of accumulated depreciation (Note 3)		40,234
Other assets		3,376
Total assets	$	552,454

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts and notes payable:
Accounts payable	$	64,249
Accrued payroll taxes (Note 1)		79,857
Current maturities of long-term debt		97,936
Shareholder advances (Note 2)		467,149
Total current liabilities		709,191
Long-term debt, net of current maturities (Note 3)		229,657
Total liabilities		938,848
Commitments (Note 5)		—
Shareholders’ deficit (Note 6):
Common stock , no par value. Authorized 1,000 shares, issued and outstanding 100 shares		1,000
Additional paid-in capital		11,960
Retained deficit		(399,354	)
Total shareholders’ deficit		(386,394	)
Total liabilities and shareholders’ deficit	$	552,454

See accompanying notes to financial statements

F-23

FREEDOM FINANCIAL MORTGAGE, INC.

STATEMENTS OF OPERATIONS


	Years Ended December 31,
	2005			2004
				(unaudited)

Loan origination fees	$	1,568,929		$	1,560,906
Other fees		197,662			149,547
Total fees		1,766,591			1,710,453
Costs and expenses:
Loan expenses		64,474			106,654
Selling, general and administrative expenses		1,764,299			1,800,728
		1,828,773			1,907,382
Loss before nonoperating income and interest expense		(62,182	)		(196,929	)
Nonoperating income		62			—
Interest expense		(39,286	)		(20,467	)
Net loss	$	(101,406	)	$	(217,396	)

See accompanying notes to financial statements

F-24

FREEDOM FINANCIAL MORTGAGE, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT


	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Total
	Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Total

Balance at January 1, 2004 (unaudited)	1,000	$	1,000	$	(157,530	)	$	(41,742	)	$	(198,272	)
Contributed capital (unaudited)	—		—		44,540			—			44,540
Distributions to shareholders (unaudited)	—		—		—			(4,268	)		(4,268	)
Net loss (unaudited)	—		—		—			(217,396	)		(217,396	)
Balance at December 31, 2004 (unaudited)	1,000		1,000		(112,990	)		(263,406	)		(375,396	)
Contributed capital	—		—		24,950			—			24,950
Reclassification (Note 2)	—		—		100,000			—			100,000
Liabilities and Shareholders’ Deficit
Distributions to shareholders	—		—		—			(34,542	)		(34,542	)
Net loss	—		—		—			(101,406	)		(101,406	)
Balance at December 31, 2005	1,000	$	1,000	$	11,960		$	(399,354	)	$	(386,394	)

See accompanying notes to financial statements

F-25

FREEDOM FINANCIAL MORTGAGE, INC.

STATEMENTS OF CASH FLOWS


	Years Ended December 31,
	2005			2004
				(unaudited)
Cash flows from operating activities:
Net income/loss	$	(101,406	)	$	(217,396	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		21,489			21,108
Changes in operating assets and liabilities, excluding effects of business combinations:
Receivables		(23,178	)		9,028
Prepaid expenses and other current assets		4,293			(34	)
Accounts payable		13,223			13,137
Accrued expenses		51,556			20,270
Net cash used in operating activities		(34,023	)		(153,887	)
Cash flows from investing activities:
Acquisition of equipment and leasehold improvements		(5,398	)		(12,457	)
Utility deposits		—			(2,651	)
Net cash used in investing activities		(5,398	)		(15,108	)
Cash flows from financing activities:
Proceeds from lines of credit, notes payable and current portion of long-term debt		—			184,876
Repayments of notes payable		(17,106	)		(79,310	)
Distributions to shareholders		(34,542	)		(4,268	)
Advances from shareholders		467,149			395,000
Repayments of advances from shareholders		(395,000	)		(390,000	)
Contributions from shareholders		24,950			44,540
Net cash provided by financing activities		45,451			150,838
Net change in cash and cash equivalents		6,030			(18,157	)
Cash and cash equivalents:
Beginning of year		439,226			457,383
End of year	$	445,256		$	439,226
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes	$	—		$	—
Interest	$	25,940		$	20,467

See accompanying notes to financial statements

F-26

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies

Organization

Freedom Financial Mortgage, Inc. and subsidiary (the “Company”) was incorporated under the laws of the state of Indiana in 1997. The Company’s principal activity is to originate single family and multifamily mortgages for sale or transfer to another institution, referred to as a “sponsor.”

The Company is a Department of Housing and Urban Development (“HUD”) approved Loan Correspondent Mortgagee pursuant to Title II of the National Housing Act, as amended. The Company is required by regulations to maintain a certain minimum capital. At December 31, 2005, that minimum net capital requirement was $113,000.

The Company is headquartered in Fort Wayne, Indiana with three branch offices the southeast United States.

Going Concern/Liquidity Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

The Company has incurred losses through December 31, 2005 and has a net capital deficit at that date of approximately $386,394 and a net working capital deficit at that date of approximately $157,544. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to raise additional funds to meet its net capital requirements and establish positive working capital through a merger (see Note 8) and a proposed private sale of its securities.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the revenues received from business operations. There is no assurance that the Company will be profitable. In addition, the success and growth of its business will depend upon its ability to adapt to and implement technological changes. The successful outcome of these future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

Unaudited Financial Information

The accompanying financial information for the year ended December 31, 2004 is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of operating results for the year ended December 31, 2004 have been made.

Other Risks and Uncertainties

The Company’s investments in residential mortgage loans is subject to risks related to national economic conditions, changes in the investment climate for residential mortgage loans, changes in local real estate market conditions, changes in interest rates, changes in the values of all assets owned or held as collateral by the Company, governmental rules and fiscal policies, and other factors beyond the control of management. Changes in these economic and regulatory factors could cause consumers to refrain from purchasing properties.

From time to time, the Company maintains cash balances at certain institutions in excess of the FDIC limit of $100,000. The Company has not incurred any losses on such balances and believes it is not exposed to any significant credit risks on cash.

F-27

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include realization of long-lived assets. Actual results could differ from those estimates.

Fair Value of Financial Instruments

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company’s accounts payable and accrued expenses approximates their estimated fair values due to the short-term maturities of those financial instruments. In the opinion of management, the fair value of payables to related parties cannot be estimated without incurring excessive costs; for that reason, the Company has not provided such disclosure. Other information about related-party liabilities (such as the carrying amount, the interest rate, and the maturity date) is provided, where applicable, elsewhere in these notes to financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents at December 31, 2005.

Collectibility of Accounts Receivable

The Company reflects its accounts receivable at their net realizable value in the accompanying financial statements. The Company’s policy is to assess the collectibility of accounts receivable periodically. A considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts, a review of the aging of receivables and the current creditworthiness of customers. The Company’s policy is to record allowances for receivables that it feels are uncollectible, including amounts for the resolution of potential credit and other collection issues or discrepancies. However, depending on how such potential issues are resolved, or if the financial condition of any of its customers was to deteriorate and their ability to make required payments became impaired, increases in these allowances might be required.

Impairment of Long Lived-Assets

The Company periodically evaluates the carrying value of its long-lived assets under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets, and supersedes (a) SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and (b) the accounting and reporting provisions of APB Opinion No. 30 (“Reporting the Effects of the Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”) for the disposal of a segment of a business as previously defined in that Opinion. SFAS No. 144 also amends Accounting Research Bulletin (“ARB”) No. 51, “Financial Statements,” to eliminate the exception to consolidation of a subsidiary when control is likely to be temporary.

F-28

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

Income Taxes

The Company has elected to be taxed as an S corporation on its federal and state income tax returns. As an S corporation, the Company is generally not subject to federal income tax. Accordingly, no provision has been made for federal or state income taxes.

Recently Adopted Accounting Pronouncements

In April 2003, the FASB issued SFAS No. 149, “Amendments of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This pronouncement is effective for contracts entered into or modified after December 31, 2003 (with certain exceptions), and for hedging relationships designated after December 31, 2003. The adoption of SFAS No. 149 did not have a material impact on the Company’s financial statements.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity, and is effective for public companies as follows: (i) in November 2003, the FASB issued FASB Staff Position (“FSP”) FAS 150-03 (“FSP 150-3”), which defers indefinitely (a) the measurement and classification guidance of SFAS No. 150 for all mandatorily redeemable non-controlling interests in (and issued by) limited-life subsidiaries, and (b) SFAS No. 150’s measurement guidance for other types of mandatorily redeemable non-controlling interests, provided they were created before November 5, 2003; (ii) for financial instruments entered into or modified after May 31, 2003 that are outside the scope of FSP 150-3; and (iii) otherwise, at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 on the aforementioned effective dates. The adoption of this pronouncement did not have a material impact on the Company’s results of operations or financial condition.

F-29

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Summary of Significant Accounting Policies – (continued)

Other significant recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC are discussed elsewhere in these notes to the financial statements. In the opinion of management, significant recent accounting pronouncements did not or will not have a material effect on the financial statements, other than FIN No. 46 as discussed above.

Note 2 — Related Party Transactions

Cash Advances and Withdrawals

In early 2005, the Company repaid certain shareholders a total of $395,000 in unsecured, noninterest-bearing advances. The advances had been made in late 2004 to permit the company to meet 2004 regulatory net capital requirements imposed by HUD.

In late 2005, certain shareholders advanced the Company a total of $467,149 in unsecured, noninterest-bearing advances. The advances were made to permit the Company to meet 2005 regulatory net capital requirements imposed by HUD.

In early 2004, the Company repaid certain shareholders a total of $390,000 (unaudited) in unsecured, noninterest-bearing advances. The advances had been made in late 2004 to permit the company to meet 2004 regulatory net capital requirements imposed by HUD.

In late 2004, certain shareholders advanced the Company a total of $395,000 (unaudited) in unsecured, noninterest-bearing advances. The advances were made to permit the Company to meet 2005 regulatory net capital requirements imposed by HUD.

Promissory Note Assumption by Shareholders

In September 2005, certain shareholders formally assumed a note payable to bank in the amount of $100,000. This transaction was recorded as a $100,000 capital contribution with a corresponding reduction in note payable to bank.

The Company paid certain personal expenses of certain shareholders, totalling $34,542 and $4,268 (unaudited), for the years ended December 31, 2005 and 2004, respectively. These amounts are reflected as shareholder distributions in the accompanying financial statements.

F-30

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 3 — Balance Sheet Components

Property and equipment consisted of the following as of December 31, 2005:


Computer equipment and software	$	37,185
Leasehold improvements		4,717
Office equipment		65,061
Office furniture		16,508
		123,471
Less accumulated depreciation		(83,237	)
	$	40,234

Long-term debt consisted of the following as of December 31, 2005:


Note payable to bank, collateralized by substantially all assets of the Company, due in monthly installments of $5,869, matures July 2010, with interest at 7.75% per annum	$	276,787
Note payable to bank, collateralized by substantially all assets of the Company, due in monthly installments of $896, matures March 2012, with interest at 12.25% per annum		47,699
		324,486
Less: current maturities		(96,288	)
	$	228,198

Principal maturities on the above notes are as follows:


Year Ending December 31,
2006	$	96,288
2007		52,273
2008		57,103
2009		62,381
2010		56,441
	$	324,486

Note 4 — Operating Statement Components

Loan expenses consisted of the following for the years ended December 31, 2005 and 2004:


	Year Ended December 31,
	2005		2004
			(unaudited)

Appraisal expense	$	13,300	$	41,734
Closing expense		7,855		2,215
Credit report expense		31,219		40,122
Document expense		12,100		22,583
	$	64,474	$	106,654

F-31

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 4 — Operating Statement Components – (continued)

Selling, general and administrative expenses consisted of the following for the years ended December 31, 2005 and 2004:


	Year Ended December 31,
	2005		2004
			(unaudited)

Advertising	$	21,695	$	62,196
Insurance and employee benefits		58,034		57,533
Payroll		1,442,669		1,430,528
Professional fees		19,319		18,210
Travel, meals and entertainment		20		2,041
Bank charges		224		597
Computer		494		3,205
Depreciation		21,489		21,108
Miscellaneous		3,193		2,225
Property taxes		3,555		2,088
Postage and delivery		16,838		25,780
Printing and reproduction		1,495		6,829
Equipment rent		21,356		10,544
Office rent		88,315		93,626
Repairs and maintenance		3,846		6,470
Supplies		18,857		22,108
Telephone		38,244		31,587
Utilities		4,656		4,053
	$	1,764,299	$	1,800,728

Note 5 —Lease Obligations

The future minimum lease payment under a capital lease obligation as of December 31, 2005 is as follows:


Future minimum lease payments	$	3,572

Less: amount representing interest		(465	)
Present value of minimum lease payments		3,107
Less: current portion due in one year		(1,648	)
	$	1,459

Following is an analysis of leased assets included in property and equipment at December 31, 2005:


Equipment under capital leases	$	4,649
Less: accumulated depreciation		(1,704	)
	$	2,945

F-32

FREEDOM FINANCIAL MORTGAGE, INC.

NOTES TO FINANCIAL STATEMENTS

The Company rents office space and equipment under operating lease agreements which expire as follows:


	Office-Indiana		June-06
	Office-Georgia		August-06
	Copier		October-08
	Facsimile		August-09

Rent expense for the years ended December 31, 2005 and 2004 was $87,590 and $93,626 (unaudited), respectively.

The minimum annual rent payable under such leases approximates the following:


Year Ending December 31,
2006	$	41,865
2007		8,838
2008		7,924
	$	58,627

Note 6 — Shareholders’ Equity

The Company’s authorized capital stock consists of 1,000 shares of common stock, with no par value, and
-0- shares of preferred stock.

Note 7 — Concentrations

The Company originates mortgages primarily in the states of Florida, Indiana, and Georgia. An overall decline in the economy or the residential real estate market, or the occurrence of a natural disaster that is not covered by standard homeowners’ insurance policies, such as a tornado or hurricane, in one of these states could decrease the value of mortgaged properties in those states and could hamper the Company’s success in attracting clients, our ability to originate, sell, or securitize loans, and significantly harm our business, financial condition, liquidity and results of operations.

Note 8 — Subsequent Events

Merger

Freedom Financial Holdings, Inc. (“FFHI”) and Freedom Financial Mortgage Corporation (“FFMC”), exchanged shares of their common stock pursuant to an Exchange Agreement signed on May 3, 2006. FFHI acquired all of the issued and outstanding shares of FFMC in exchange for issuing 859,091 shares of its common stock to the former shareholders of FFMC. Additionally, 95,454 shares of its common stock were issued to founding shareholders of FFHI pursuant to certain anti-dilutive rights contained in the Exchange Agreement. For tax purposes, the transaction was structured to qualify as a tax-free reorganization pursuant to Section 368(a) (1) (B) of the IRC.

The shareholders of FFMC who received FFHI common stock of in the share exchange have entered into a lock-up agreement which obligates the recipients of the common stock of FFH to refrain from disposing of the common stock for approximately four months after the effective date of a registration statement on Form SB-2.

F-33

NOTES TO UNAUDITED PRO FORMA CONDENSED,
COMBINED STATEMENTS OF OPERATIONS

The unaudited Pro Forma Condensed, Combined Statements of Operations for the year ended December 31, 2005 gives effect to the acquisition of Freedom Financial Mortgage Corporation (“FFMC”) by Freedom Financial Holdings, Inc. (“FFHI”).

The transaction was valued at fair value. The unaudited Pro Forma Condensed, Combined Statements of Operations was taken from the financial statements of FFHI for the period from August 16, 2005 (inception) through December 31, 2005. The pro forma condensed, combined financial statements were taken from the financial statements of FFMC for the year ended December 31, 2005.

The unaudited Pro Forma Condensed, Combined Statements of Operations was prepared assuming that the merger described above was consummated as of the beginning of the period presented.

The unaudited Pro Forma Condensed, Combined Statements of Operations are based upon historical financial statements of FFHI and FFMC.

The pro forma adjustments and the resulting unaudited Pro Forma Condensed, Combined Statements of Operations have been prepared based upon available information and certain assumptions and estimates deemed appropriate by the Issuer.

The unaudited Pro Forma Condensed, Combined Statements of Operations are not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of the dates indicated, or that may be achieved in the future. Furthermore, the unaudited Pro Forma Condensed, Combined Statements of Operations do not reflect changes that may occur as the result of post-combination activities and other matters.

The unaudited Pro Forma Condensed, Combined Statements of Operations and notes thereto should be read in conjunction with the accompanying audited financial statements of FFHI and FFMC.

The following footnote should be read in understanding pro forma adjustments to the unaudited pro forma condensed, combined statement of operations.

Assumptions:

Adjustment to eliminate consulting fees which would not have occurred.

Adjustment to increase general and administrative expenses by the estimated annual cost of being a public company.

Adjustment to increase payroll expense by the amount of officers’ distributions or $34,542.

F-34


	FFMC			FFHI			Pro Forma Adjustments Increase (Decrease)				Pro Forma Combined

Revenues	$	1,766,591		$	—		$	—			$	1,766,591
Costs and expenses:
Loan costs		64,475			—			—				64,475
Selling, general and administrative expenses		1,766,477			78,186			(75,000	)	A
								50,000		B
								34,542		C		1,854,205
		1,830,952			78,186			9,542				1,918,680
Income (loss) from continuing operations		(64,361	)		(78,186	)		(9,542	)			(152,089	)
Other income (expense):
Nonoperating income		—			—			—				—
Nonoperating expense		—			—			—				—
Interest expense		(43,819	)		(1,830	)		—				(45,649	)
Income (loss) from continuing operations before income taxes		(108,180	)		(80,016	)		(9,542	)			(197,738	)
Provision for income taxes		—			—			—				—
Income (loss) from continuing operations		(108,180	)		(80,016	)		(9,542	)			(197,738	)
Discontinued operations		—			—			—				—

Net income (loss)	$	(108,180	)	$	(80,016	)	$	(9,542	)		$	(197,738	)

Basic and diluted loss per share								(0.01	)			(0.15	)
Weighted average common shares outstanding								1,350,000				1,350,000

F-35

Part II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 24. Indemnification of Directors and Officers

Article Seventh of the Company’s Articles of Incorporation provides that the corporation shall, to the fullest extent permitted by the Maryland General Corporation Law, as the same may be amended and supplemented, and without limiting the generality of the foregoing, in accordance with Section 2-418 of the Maryland General Corporation Law, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to or covered by said Maryland General Corporation Law.

Item 25. Other Expenses of Issuance and Distribution

Expenses payable in connection with the distribution of securities being registered, all of which will be borne by the Company, are estimated as follows:

Securities and Exchange Commission Registration Fee	$	740
Independent Underwriter Fee
Blue Sky Qualification Fees and Expenses	$	8,000
Accounting Fees and Expenses	$	50,000
Legal Fees and Expenses	$	75,000
Printing Expenses	$	29,000
Miscellaneous Expenses		-$0-
Total Expenses

Item 26. Recent Sales of Unregistered Securities

In February 2005 the Company issued 245,454 shares of its common stock to consultants in exchange for services rendered to us. The shares were issued with restrictions pursuant to Section 4(2) of the Securities Act.

In August 2005, the Company issued a note payable, convertible into the Company’s common stock at $1.00 per share in exchange for Brian Kistler (“Kistler”) agreeing to pay future costs and expenses. Subsequently, in September 2006, in exchange for payment of the debt owed by the Company, Mr. Kistler agreed to accept 304,589 shares of Class B Convertible Preferred Stock. In November 2006, the terms of the transaction were renegotiated. In exchange for payment of the debt owed by the Company, Mr. Kistler agreed to accept 152,294 shares of Class B Convertible Preferred Stock which are convertible at 2/3 of the Company offering price. The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act. These shares were converted to 229,013 common shares upon the filing of this registration statement.

II-1

In April 2006 the Company issued 1,350,000 shares of common stock to Brian Kistler and members of his immediate family in connection with the merger of Titan Holdings, Inc., an Indiana corporation into Northern Business Acquisition Corp, a Maryland corporation. The shares were issued with restrictions pursuant to Section 4(2) of the Securities Act.

In April 2006 the Company issued 859,091 shares of its common stock to the shareholders of FFMC in connection with the acquisition of FFMC by the Company. The shares were issued with restrictions pursuant to Section 4(2) of the Securities Act.

In the second quarter of 2006 the Company commenced and completed a private offering to accredited investors only (the “Private Placement”). The Company offered Class A Preferred Shares at $1.00 per share which were convertible at 1/3 of the price of our stock in the Company offering and warrants to purchase common stock at 150% of the Company offering price. The total amount sold was 448,950 Class A Shares and warrants and the Company received $448,950. The Company sold units pursuant to an exemption for registration claimed under Regulation D pursuant to the Securities Act.

These shares of Class A Preferred Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 because the issuance of the shares by the Company did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, the size of the offering, and manner of the offering. Each investor completed a questionnaire to confirm that he/she/it met all of the requirements necessary to be classified as an accredited investor and that he/she/it could bear the economic risk of the investment. Additionally, each of these investors had some form of prior relationship with the Company or Mr. Kistler, the Chief Executive Officer of the Company, in that these investors were all either friends or family of Mr. Kistler. As a result the offering was completed with no general solicitation or advertising by the Company. Based on the analysis of the aforementioned items, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

As of July 2006, the Company was indebted to Kistler for accrued, but unpaid compensation. In September 2006, in exchange for services performed, the Company issued Kistler 169,500 shares of Class B Convertible Preferred shares. Subsequently, in November 2006, the terms of the transaction were renegotiated. In exchange for services performed, Kistler agreed to accept 84,750 Class B Convertible Preferred Shares convertible at 2/3 of the Company offering price. The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act. These shares were converted to 356,457 common shares upon the filing of this registration statement.

In October 2006 the Company issued a warrant to purchase 150,000 shares of common stock to Robert W. Carteaux at an exercise price of 85% of the price of shares in the Company offering. The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act.

II-2

In October 2006 the Company issued 529,411 warrants to purchase common stock at an exercise price equal to the price of shares sold in the Company offering. The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act.

In October 2006 the Company issued 600,000 shares of Class C Preferred shares valued at one dollar ($1.00) per share as part of an agreement to purchase real property. In December 2006 the terms of the transaction were renegotiated and the Company issued 300,000 Class C Preferred shares valued at two dollars ($2.00) per share. The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act. The 300,000 Class C shares were converted into 352,941 shares of common stock upon the filing of this registration statement.

In December 2006 the terms of the Private Placement were renegotiated. At that time the accredited investors were given a private placement memorandum (“Memorandum”) and financial statements of the Company. The accredited investors who invested in the previous private placement agreed to reinvest subject to the new terms. Pursuant to the Memorandum, the Company offered Units which consisted of: one (1) Class A Preferred Share at $2.00 per share which were convertible at 2/3 of the Company offering price of our stock; one (1) Series A warrant to purchase common stock at 120% of the Company offering price; and one (1) Series B warrant to purchase common stock at 150% of the Company offering price. In January 2007 the Company sold an additional 55,850 Units ($111,700) in the Company.

In January 2007 the Company issued 337,325 shares of its Class A Preferred stock, 337,325 Series A warrants and 337,325 Series B warrants that were sold pursuant to the Memorandum. Such shares were issued in reliance on an exemption for registration under Section 4(2) of the Securities Act and Regulation D promulgated thereunder. The shares were converted to 507,255 common shares upon the filing of this registration statement

In January 2007 the Company issued 148,483 shares of its common stock to consultants in exchange for services rendered to us. The shares were issued with restrictions pursuant to Section 4(2) of the Securities Act.

Item 27. Exhibits

Description		Exhibit Number

Soliciting Dealer Agreement		1.1

Plan and Agreement of Reorganization by Merger of Titan Holdings, Inc.
with and into Northern Business Acquisition Corp. under the name of
Titan Holdings, Inc.		2.1

Exchange Agreement (Acquisition of FFMC by Freedom Financial)		2.2

Exhibits to Exchange Agreement
FFMC Shares to Shares		2.2(a)
Escrow Agreement (Freedom Financial acquisition of FFMC)		2.2(b)

II-3

Legal Opinion re Exchange Agreement 05/22/2006		2.2(c)
Sinn Employment Agreement		2.2(d)
Hunt Employment Agreement		2.2(e)
Sinn Non-Competition Agreement		2.2(f)
Hunt Non-Competition Agreement		2.2(g)
Termination Agreement		2.2(h)
Lock Up Agreement		2.2(i)
Opinion of Buyer’s Counsel		2.2(j)

Northern Business Acquisition Corp. Articles of Incorporation		3.1(a)

Northern Business Acquisition Corp. Bylaws		3.1(b)

Articles of Amendment Titan Holdings, authorizing Class A Preferred
Shares filed 03/30/2006		3.2

Articles of Amendment Titan Holdings, name change to Freedom
Financial, filed 04/24/2006		3.3

Articles of Amendment Freedom Financial, authorizing Class B & Class C
Preferred Shares filed 10/02/06		3.4

Articles of Amendment Freedom Financial, changing share price
to $2 for Class B and C filed 12.28.06		3.5

Titan Holdings Articles of Incorporation filed 08/15/2005		3.6(a)

Titan Holdings, Inc. Bylaws		3.6(b)

Opinion of Weintraub Law Group PC		5.1

Employment Agreement - Brian Kistler dated 8/1/06		10.1

Employment Agreement - Sinn		10.2

Non-Compete Agreement - Sinn		10.3

Employment Agreement - Hunt		10.4

Non-Compete Agreement - Hunt		10.5

Employment Agreement - Fields		10.6

Lock-Up Agreement - Hunt		10.7

Lock-Up Agreement - Sinn		10.8

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Registration Rights Agreement - Class A - Form		10.9

Series A Warrant Agreement - Form		10.10

Series B Warrant Agreement - Form		10.11

Convertible Note - Titan Holdings and Brian Kistler dated 8/1/05		10.12

Novation Agreement		10.13

Subscription Agreement - Class B - Brian Kistler (September)		10.14

Registration Rights - Class B - Kistler (September)		10.15

Amended and Restated Subscription Agreement (December)		10.16

Registration Rights -Class B Note -Kistler (December)		10.17

Restricted Stock Agreement		10.18

Registration Rights Agreement - Class B Services- Kistler (September)		10.19

Amended and Restated Restricted Stock Agreement dated 12/19/06		10.20

Registration Rights Agreement - Class B Services dated 12/31/06		10.21

Official Offer to Purchase Real Estate 8.9.06		10.22

Amended and Restated Offer to Purchase Real Estate 092506		10.23

Second Amended and Restated Offer to Purchase Real Estate
1/09/2007		10.24

Registration Rights Agreement Building Purchase Class C - Carteaux
(September)		10.25

Registration Rights Agreement Building Purchase Class C - Lipp
(September)		10.26

Warrant Agreement - Building Purchase - Lipp (September)		10.27

Warrant Agreement - Building Purchase - Carteaux (September)		10.28

Registration Rights Agreement Building Purchase - Class C - Lipp
(January)		10.29

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Registration Rights Agreement Building Purchase - Class C - Carteaux
(January)		10.30

Warrant Agreement - Building Purchase - Lipp 1.9.07		10.31

Warrant Agreement - Building Purchase - Carteaux 1.9.07		10.32

Official Offer for Personal Guarantee - Carteaux		10.33

Amended and Restated Personal Guarantee dated 092206		10.34

Warrant Agreement - Personal Guarantee - Carteaux		10.35

Registration Rights Agreement Personal Guarantee - Carteaux		10.36

Consulting Agreement - Action Mentoring Program		10.37

Addendum to Action Consulting Agreement		10.38

Consulting Agreement - Medallion Consultants		10.39

Friedland Capital Advisory Agreement with Titan		10.40

Amendment to Friedland Capital Advisory Agreement		10.41

Friedland Corporate Investor Services Agreement with NBAC		10.42

Commercial Lease Agreement (Georgia office)		10.43

Office Lease Stone Pointe Suite 100 (Ft. Wayne)		10.44

Office Lease Stone Pointe Suite 200 (Ft. Wayne)		10.45

Florida Lease		10.46

2006 Incentive Stock Plan		10.47

Form - Lock Up Agreement		10.48

Form -Amended Lock Up Agreement (Merger Shares)		10.49

Underwriter Warrant		10.50

Registration Rights Agreement - Class B Note - Kistler (February)		10.51

II-6

Subsidiaries of the Small Business Issuer		21.1

Consent of Certified Independent Public Accountant		23.1

Consent of Weintraub Law Group PC (included in Exhibit 5.1 hereto)		23.2

Item 28. Undertakings

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering by the Company.

That, for the purpose of determining any liability under the Securities Act, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are sold to a purchaser by means of any of the following communications, the undersigned will be will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned relating to the offering required to be filed pursuant to Rule 424;

II-7

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned or used or referred to be the undersigned;

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned or its securities provided by or on behalf of the undersigned; and

Any other communication that is an offer in the offering made by the undersigned to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

For the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

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 of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Fort Wayne, State of Indiana on February 8, 2007.


			FREEDOM FINANCIAL HOLDINGS, INC.
			/s/
			By: Brian Kistler, Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Name	Title	Date

/s/	Chief Executive Officer,	2/8/07
Brian K. Kistler	Director


/s/	Chief Financial Officer,	2/8/07
Robin W. Hunt	Secretary, Director


/s/	Director	2/8/07
Rodney J. Sinn


/s/	Chief Operations Officer,	2/8/07
Gregory K. Fields	Director


/s/	Director	2/8/07
Robert W. Carteaux

II-9

INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT

Description		Exhibit Number

Soliciting Dealer Agreement		1.1

Plan and Agreement of Reorganization by Merger of Titan Holdings, Inc.
with and into Northern Business Acquisition Corp. under the name of
Titan Holdings, Inc.		2.1

Exchange Agreement (Acquisition of FFMC by Freedom Financial)		2.2

Exhibits to Exchange Agreement
FFMC Shares to Shares		2.2(a)
Escrow Agreement (Freedom Financial acquisition of FFMC)		2.2(b)
Legal Opinion re Exchange Agreement 05/22/2006		2.2(c)
Sinn Employment Agreement		2.2(d)
Hunt Employment Agreement		2.2(e)
Sinn Non-Competition Agreement		2.2(f)
Hunt Non-Competition Agreement		2.2(g)
Termination Agreement		2.2(h)
Lock Up Agreement		2.2(i)
Opinion of Buyer’s Counsel		2.2(j)

Northern Business Acquisition Corp. Articles of Incorporation		3.1(a)

Northern Business Acquisition Corp. Bylaws		3.1(b)

Articles of Amendment Titan Holdings, authorizing Class A Preferred
Shares filed 03/30/2006		3.2

Articles of Amendment Titan Holdings, name change to Freedom
Financial, filed 04/24/2006		3.3

Articles of Amendment Freedom Financial, authorizing Class B & Class
C Preferred Shares filed 10/02/06		3.4

Articles of Amendment Freedom Financial, changing share price
to $2 for Class B and C filed 12.28.06		3.5

Titan Holdings Articles of Incorporation filed 08/15/2005		3.6(a)

Titan Holdings, Inc. Bylaws		3.6(b)

Opinion of Weintraub Law Group PC		5.1

Employment Agreement - Brian Kistler dated 8/1/06		10.1

Employment Agreement - Sinn		10.2

Non-Compete Agreement - Sinn		10.3

Employment Agreement - Hunt		10.4

Non-Compete Agreement - Hunt		10.5

Employment Agreement - Fields		10.6

Lock-Up Agreement - Hunt		10.7

Lock-Up Agreement - Sinn		10.8

Registration Rights Agreement - Class A - Form		10.9

Series A Warrant Agreement - Form		10.10

Series B Warrant Agreement - Form		10.11

Convertible Note - Titan Holdings and Brian Kistler dated 8/1/05		10.12

Novation Agreement		10.13

Subscription Agreement - Class B - Brian Kistler (September)		10.14

Registration Rights - Class B - Kistler (September)		10.15

Amended and Restated Subscription Agreement (December)		10.16

Registration Rights -Class B Note -Kistler (December)		10.17

Restricted Stock Agreement		10.18

Registration Rights Agreement - Class B Services- Kistler (September)		10.19

Amended and Restated Restricted Stock Agreement dated 12/19/06		10.20

Registration Rights Agreement - Class B Services dated 12/31/06		10.21

Official Offer to Purchase Real Estate 8.9.06		10.22

Amended and Restated Offer to Purchase Real Estate 092506		10.23

Second Amended and Restated Offer to Purchase Real Estate
1/09/2007		10.24

Registration Rights Agreement Building Purchase Class C - Carteaux
(September)		10.25

Registration Rights Agreement Building Purchase Class C - Lipp
(September)		10.26

Warrant Agreement - Building Purchase - Lipp (September)		10.27

Warrant Agreement - Building Purchase - Carteaux (September)		10.28

Registration Rights Agreement Building Purchase - Class C - Lipp
(January)		10.29

Registration Rights Agreement Building Purchase - Class C - Carteaux
(January)		10.30

Warrant Agreement - Building Purchase - Lipp 1.9.07		10.31

Warrant Agreement - Building Purchase - Carteaux 1.9.07		10.32

Official Offer for Personal Guarantee - Carteaux		10.33

Amended and Restated Personal Guarantee dated 092206		10.34

Warrant Agreement - Personal Guarantee - Carteaux		10.35

Registration Rights Agreement Personal Guarantee - Carteaux		10.36

Consulting Agreement - Action Mentoring Program		10.37

Addendum to Action Consulting Agreement		10.38

Consulting Agreement - Medallion Consultants		10.39

Friedland Capital Advisory Agreement with Titan		10.40

Amendment to Friedland Capital Advisory Agreement		10.41

Friedland Corporate Investor Services Agreement with NBAC		10.42

Commercial Lease Agreement (Georgia office)		10.43

Office Lease Stone Pointe Suite 100 (Ft. Wayne)		10.44

Office Lease Stone Pointe Suite 200 (Ft. Wayne)		10.45

Florida Lease		10.46

2006 Incentive Stock Plan		10.47

Form - Lock Up Agreement		10.48

Form -Amended Lock Up Agreement (Merger Shares)		10.49

Underwriter Warrant		10.50

Registration Rights Agreement - Class B Note - Kistler (February)		10.51

Subsidiaries of the Small Business Issuer		21.1

Consent of Certified Independent Public Accountant		23.1

Consent of Weintraub Law Group PC (included in Exhibit 5.1 hereto)		23.2

SOLICITING DEALER AGREEMENT

SOLICITING DEALER AGREEMENT, dated as of February 6, 2007 (this “ Agreement ”), between FREEDOM FINANCIAL HOLDINGS, INC., a Maryland corporation (the “ Company ”), and ALARON FINANCIAL SERVICES, INC., (the “ Agent ”). Each of the parties to this Agreement are referred to herein as a “ Party ” and collectively as the “ Parties. ”

BACKGROUND

The Company proposes to offer and sell a minimum of 375,000 shares of Common Stock (the “ Minimum Offering Amount ”) and up to a maximum of 625,000 shares of Common Stock (the “ Maximum Offering Amount ”), and, at the option of the Agent, upon the terms and conditions set forth in Section 3 hereof, up to an additional 93,750 shares of the Company’s Common Stock to cover any over-allotments made by the Agent (the “ Option Shares ” and collectively with the Minimum Offering Amount and the Maximum Offering Amount, the “ Shares ”) , for a purchase price of $2.00 per Share (unless adjusted by the mutual agreement of the Parties), pursuant to a registration statement filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”) upon the terms and subject to the conditions as set forth herein (the “ Offering ”).

The Company has determined to use the services of the Agent, including other securities dealers which may be engaged to sell the Offering by virtue of an agreement with the Agent, as its exclusive agent to solicit subscriptions for the Shares on a "best efforts" basis for an offering period which extends for seven (7) months following the effective date of the Registration Statement (defined below), provided however, that if the Minimum Offering Amount is not sold within ninety (90) days of the effective date of the Registration Statement, the offering period, will end on the ninetieth day after the effective date of the Registration Statement (the “ Offering Period ”) ; the seven (7) month Offering Period includes the 30 day period for the sale of the over-allotment option . The Agent hereby agrees to act in such capacity and to use its best efforts to find purchasers for the Shares in accordance with the terms and conditions of this Agreement. Additionally, the Agent may offer the Shares on a wholesale basis to other qualified broker/dealers who are members of the NASD (each a “ Selling Agent ” or “ Co-Underwriter ”), on the offering date and subsequent thereto, subject to the foregoing and on the conditions of a Selling Agency Agreement executed with the Agent. A Selling Agent or a Co-Underwriter may offer Shares to the public under the same terms and conditions as are established herein and the laws and regulations of such jurisdiction wherein such sale is transacted.

Accompanying this Agreement is a copy of the Company's Registration Statement on Form SB-2 (including the Company's Prospectus relating to the Offering) prepared for use in conjunction with the offer and sale of the Shares (which document as may be amended from time to time is herein referred to as the “ Registration Statement ”).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

The Company represents and warrants to the Agent as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Maryland, and has the power and authority to carry on its business as conducted or proposed to be conducted by it and to hold title to its property, which business and property is accurately and fully described in the Registration Statement. The Company has the corporate power and authority to execute and deliver this Agreement, to conduct such business and to perform its obligations hereunder and consummate the transactions contemplated by the Offering and this Agreement.

(b) When (i) the Company has received payment for subscriptions in accordance with the provisions of the Registration Statement, and (ii) certificates evidencing the Shares have been issued to the respective subscribers therefor, the Shares will be validly issued, fully paid and non-assessable.

(c) When the Registration Statement becomes effective, and at all times subsequent thereto, and including the date of the Final Closing, and during such longer period as the prospectus forming a part of the Registration Statement (the “ Prospectus ”) may be required to be delivered in connection with sales by the Agent, and during such longer period until any post-effective amendment thereto shall become effective, the Registration Statement (and any post-effective amendment thereto) and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus) will contain all statements which are required to be stated therein in accordance with the Act and the regulations promulgated thereunder (the “ Regulations ”), will comply with the Act and Regulations, and will not contain any untrue statement of a material fact or omit to state any material fact required to he stated therein or necessary to make the statements therein not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not then been set forth in such an amendment or supplement; and no preliminary Prospectus, as of the date filed with the Commission, includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; except that no representation or warranty is made in this Section 1(c) with respect to statements or omissions made in reliance upon and in conformity with written information furnished to the Company as stated in Section 9(b) with respect to the Agent by or on behalf of the Agent expressly for inclusion in any preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto.

(d) Neither the Commission nor the blue sky or securities authority of any jurisdiction has issued an order (a Stop Order) suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, or suspending the registration or qualification of the Shares nor has any of such authorities instituted or threatened to institute any proceedings with respect to a Stop Order.

(e) The authorized capital stock of the Company consists of 150,000,000 shares of Common Stock, of which 2,603,028 shares of Common Stock are issued and outstanding, and 10,000,000 shares of Preferred Stock, 874,369 of which are issued or outstanding; 1,397,811 shares of Common Stock are reserved for issuance of outstanding warrants; 1,216,653 shares of Common Stock are reserved for issuance on conversion of outstanding Preferred Stock; and 300,000 shares of Common Stock are reserved for issuance upon the exercise of options authorized under the Company's option plan. Each outstanding share of Common Stock is validly authorized, validly issued, fully paid, and nonassessable, without any personal liability attaching to the ownership thereof, and has not been issued and is not owned or held in violation of any preemptive rights of stockholders. There is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as set forth above, and as may be properly described in the Prospectus. All sales of securities made by the Company at any time since its inception were issued pursuant to valid exemptions under applicable federal and state securities laws and except for compensation paid to the Agent, no commissions were paid and no advertising or other general solicitation was made in connection with any of such sales.

(f) Except as disclosed in the Registration Statement, there are no actions, suits, proceedings or investigations pending or, to the best of the Company's knowledge, threatened against or affecting the Company which could prevent or interfere with or adversely affect the execution and delivery by the Company of this Agreement or the performance by the Company of its obligations hereunder or the offering, issuance and sale of the Shares, or which, individually or in the aggregate, would have a material adverse effect on the value of the assets or the operation of the business of the Company.

(g) Except as otherwise disclosed in the Registration Statement, all requisite authorizations, approvals or orders from any court, governmental or regulatory official or body necessary to permit the Company to conduct its business as described in the Registration Statement will have been obtained or are in the process of being applied for prior to the date of the Initial Closing. All requisite authorizations, approvals or orders from any court or any governmental or regulatory official or body necessary for the consummation by the Company of the transactions contemplated by this Agreement will have been obtained or are in the process of being applied for prior to the date of the Initial Closing.

(h) This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and general principals of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities.

(i) The Company's execution and delivery of this Agreement, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under (i) the Company's articles of incorporation or by-laws, (ii) any material agreement, indenture or instrument by which the Company is bound (except to the extent such conflict, breach or default would not have a material adverse effect on the value of the assets or the operation of the business of the Company), or (iii) any law, administrative regulation or court decree (except to the extent such conflict, breach or default would not have a material adverse effect on the value of the assets or the operation of the business of the Company).

(j) It is the Company's present intention to utilize the proceeds from the sale of the Shares substantially in the manner set forth in the Registration Statement. Further, the Company has no present intention to make any material changes in its business as described in the Registration Statement.

(k) The Company represents and warrants that the financial statements of the Company contained in or attached to the Registration Statement have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby, and present fairly the financial position of the Company as of the date indicated. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) have been made which are considered necessary for a fair presentation of such information for the periods presented. Except for the transactions contemplated by the Registration Statement, there has been no material adverse change in the condition of the Company, financial or otherwise, from that set forth in the Registration Statement. The accountants whose reports on the audited financial statements are filed with the Commission as a part of the Registration Statement are, and during the periods covered by their reports included in the Registration Statement and the Prospectus were, independent certified public accountants with respect to the Company within the meaning of the Act and the Regulations. No other financial statements are required by Form SB-2 or otherwise to be included in the Registration Statement or the Prospectus. There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company from the latest information set forth in the Registration Statement or the Prospectus, except as may be properly described in the Prospectus.

(l) On the date hereof, and at the date of the Initial Closing, the Company is not or will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

(m) Neither the Company nor any of its affiliates have received or are entitled to receive, directly or indirectly, any compensation or other benefit in connection with the Offering including, but not limited to, any commission or similar fee, except as described in the Registration Statement.

(n) The Company has not paid or awarded, and will not pay or award, directly or indirectly, any commission or other compensation to any person engaged to render investment advice to a potential purchaser of the Shares as an inducement to advise the purchase of the Shares, except as such commissions or other compensation may be paid or awarded to the Agent in accordance with this Agreement in connection with the sale of the Shares as described in the Registration Statement.

(o) Any written or oral information provided to prospective purchasers of Shares by authorized representatives of the Company other than the Agent (“ Authorized Persons ”) will not contain any untrue statement of a material fact or, when taken together with the information set forth in the Registration Statement, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(p) The sale of the Shares has been duly and validly authorized by the Company. There are no outstanding options, warrants or other rights to purchase or otherwise acquire any Shares of the Company or any security convertible into such Shares, except as described in the Registration Statement.

(q) The Company has good and marketable leasehold title to all real properties and good title to all other properties and assets which the Prospectus indicates are owned by it, free and clear of all liens, security interests, pledges, charges, encumbrances, and mortgages except as may be properly described in the Prospectus or such as in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company. To the knowledge of the Company, no real property owned, leased, licensed, or used by the Company lies in an area which is, or to the knowledge of the Company will be, subject to zoning, use, or building code restrictions which would prohibit, and no state of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, or use of such real property in the business of the Company as presently conducted or as the Prospectus indicates it contemplates conducting, except as may be properly described in the Prospectus, or such as in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company or except properties being developed by the Company for which appropriate zoning and permitting has not yet been obtained.

(r) Neither the Company nor any other party is now or is expected by the Company to be in violation or breach of, or in default with respect to complying with, any material provision of any contract, agreement, instrument, lease, license, arrangement, or understanding which is material to the Company, and each such contract, agreement, instrument, lease, license, arrangement, and understanding is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. The Company enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. The Company is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or which the Company believes may in the future have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company. The Company is not in violation or breach of, or in default with respect to, any terns of its Articles of Incorporation (or other charter document) or by-laws.

(s) All patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, franchises, technology, know-how and other intangible properties and assets (all of the foregoing being herein called “ Intangibles ”) that the Company owns or has pending, or under which it is licensed, are in good standing and uncontested. Except as otherwise disclosed in the Registration Statement, the Intangibles are owned by the Company, free and clear of all liens, security interests, pledges, and encumbrances. To the knowledge of the Company, the Company has not infringed and is not infringing any Intangibles of others and the Company has not received notice of infringement with respect to asserted Intangibles of others. To the knowledge of the Company, there is no infringement by others of Intangibles of the Company. To the knowledge of the Company, there is no Intangible of others which has had or may in the future have a materially adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company.

(t) Neither the Company nor any director, officer, agent, employee, or other person acting with authority on behalf of the Company has, directly or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; violated any provision of the Foreign Corrupt Practices Act of 1977, as amended by the International Anti-Bribery Act of 1998; or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.

(u) The Company has obtained from each officer, director and person or entity that beneficially owns the Company's Common Stock prior to the date hereof his, her or its enforceable written agreement that for a period of 12 months from the effective date of the Registration Statement, he, she or it will not, without the Agent's prior written consent, sell or undertake any related action described in such written agreement with respect to the Company's Common Stock owned by such person prior to the Effective Date; provided, however, that this section (u) does not apply to the Class A, Class B and Class C Preferred Shares issued by the Company which are convertible into the Company’s Common Stock. Any sales by officer, director and person or entity that beneficially owns the Company's Common Stock prior to the date hereof will comply with applicable exemptions from the registration requirements of the Act. Public or private sales of Common Stock by such persons shall not include gifts, intra-family transfers or transfers for estate planning purposes, which shall be exempt from the foregoing provisions.

(v) Except as otherwise provided in the Registration Statement, no person or entity has the right to require registration of shares of Common Stock or other securities of the Company because of the filing or effectiveness of the Registration Statement.

(w) The Company is eligible to use Form SB-2 for registration of the Shares and the Option Shares.

(x) No unregistered securities of the Company, of an affiliate of the Company or of a predecessor of the Company have been sold within three years prior to the date hereof, except as described in the Registration Statement.

(y) The Company has filed all federal and state tax returns which are required to be filed by it and has paid all taxes shown on such returns and all assessments received by it to the extent such taxes have become due. All taxes with respect to which the Company is obligated have been paid or adequate accruals have been set up to cover any such unpaid taxes.

(z) None of the Company, any of its directors, officers, or beneficial owners of 10% or more of any class of its equity securities, or any of their respective affiliates, including the Company (or any other person serving in a similar capacity):

(i) has been convicted within ten years prior to the date hereof of any crime or offense involving the purchase or sale of any security, involving the making of a false statement with the Commission, or arising out of such person's conduct as an underwriter, broker, dealer, municipal securities dealer or investment adviser;

(ii) is subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years prior to the date hereof, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser;

(iii) is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Securities Exchange Act of 1934 (" Exchange Act "), or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940;

(iv) is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to section 6 of the Exchange Act, an association registered as a national securities association under section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission constituting conduct inconsistent with just and equitable principles of trade;

(v) is subject to a United States Postal Service false representation order entered within five years prior to the date hereof; or is subject to a restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to any conduct alleged to constitute postal fraud;

(vi) has been or has been named as an underwriter of any securities covered by any registration statement which is the subject of any pending proceeding or examination under Section 8 of the Act, or is the subject of any refusal order or stop order entered thereunder within five years prior to the date hereof;

(vii) has taken or failed to take any other act or are subject to any other order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of federal or state securities laws;

(viii) has filed a registration statement that is the subject of a currently effective stop order entered pursuant to any state's securities law within five years prior to the date hereof;

(ix) has been convicted within five years prior to the date hereof of any felony or misdemeanor in connection with the offer, purchase or sale of any security or any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud;

(x) is currently subject to any state administrative enforcement order or judgment entered by that state's securities administrator within five years prior to the date hereof or is subject to any state's administrative enforcement order or judgment in which fraud or deceit, including but not limited to making untrue statements of material facts and omitting to state material facts, was found and the order or judgment was entered within five years prior to the date hereof;

(xi) is subject to any state's administrative enforcement order or judgment that prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities; or

(xii) is currently subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction permanently restraining or enjoining, such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within five years prior to the date hereof.

(aa) Other than the Agent, the Company has not contracted with any person to act as a finder or investment adviser in connection with these transactions described herein and the Company agrees to indemnify the Agent with respect to any claim for such a finder's fee in connection with the Offering. No director or principal shareholder of the Company is a member of a broker-dealer registered with the National Association of Securities Dealers, Inc. (the “ NASD ”) or an employee or associated member of a broker-dealer registered with the NASD.

2. REPRESENTATIONS AND WARRANTIES OF THE AGENT.

The Agent hereby represents, warrants and agrees with the Company that:

(a) The Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, with the corporate power and authority to conduct its business, to execute and deliver this Agreement, and to perform the obligations contemplated herein.

(b) This Agreement has been duly and validly authorized, executed and delivered by the Agent and constitutes the valid, binding and enforceable agreement of the Agent, except to the extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, organization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities.

(c) The Agent's execution and delivery of this Agreement, and the performance of its obligations hereunder, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, its articles of incorporation or bylaws, any agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Agent.

(d) As of the date of the Registration Statement, the information contained in the Registration Statement relating to the Agent, if any, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) The Agent is (i) a broker-dealer duly registered pursuant to the provisions of the Exchange Act; (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent will maintain all its registrations in good standing throughout the term of the Offering and the Agent will comply with all statutes and other requirements of law applicable to it with respect to its brokerage activities within those jurisdictions. To the extent required by applicable law, any individual who participates in the offer or sale of the Shares as the Agent's agent or registered representative will be duly registered as a registered representative or principal of the Agent pursuant to the provisions of the NASD rules.

(f) Neither Agent nor any of its directors or officers nor any beneficial owner of 10% or more of any class of its equity securities, nor any of their respective affiliates (nor any other person serving in a similar capacity):

(iii) is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Exchange Act, or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940;

(viii) has filed a registration statement that is the subject of a currently effective stop order entered pursuant to any state's securities law within five years prior to the date hereof;

3. SALE OF THE SHARES BY THE AGENT .

The Company and the Agent hereby agree as follows:

(a) The Offering will be made within the United States to investors to whom the Agent has furnished copies of the Prospectus and in reliance upon the registrations or exemptions from registration under the State securities laws for those States in which the Shares are to be offered.

(b) The Company hereby appoints the Agent, including Co-Underwriters or Selling Agents which have executed an Agreement with the Agent as set forth above, as its exclusive selling agent to solicit prospective purchasers of the Shares and as such to effect sales of the Shares, on a best efforts basis, for the Company (in those jurisdictions specified by the Company) during the Offering Period. The Company may terminate the Agent's agency hereunder only if the Agent fails to perform its obligations hereunder in all material respects, upon the Agent's material breach of any of its representations and warranties contained herein or upon the Agent's gross negligence or willful misconduct. Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the Agent accepts such appointment and agrees to use its best efforts to find prospective purchasers for the Shares in accordance with the terms and conditions of this Agreement.

(c) Only once the Maximum Offering Amount is received pursuant to this Agreement, the Agent may sell any or all of the Option Shares, though not more than thirty (30) days subsequent to the date on which the Company will have received and accepted subscriptions and payments for the Maximum Offering Amount.

(d) Until the Minimum Offering Amount is received each person desiring to purchase Shares will be required to deliver payment by (i) check payable to the order of Tower Bank, Fort Wayne, Indiana (the “ Escrow Agent ”) Escrow Agent for Freedom Financial Holdings, Inc." or (ii) by wire transfer to the Escrow Agent, in the amount of the aggregate purchase price of the Shares subscribed for.

(e) Until the Minimum Offering Amount is received and accepted, all payments received and accepted from Purchasers, except as hereinafter provided, will be deposited in an escrow account (the “ Escrow Account ”) with the Escrow Agent. However, mere deposit of a check or receipt of a wire transfer will not constitute acceptance by the Company of a Subscription Agreement. Such funds may be temporarily invested only in investments permissible under Rule l5c2-4 of the Commission. Prior to receipt of the Minimum Offering Amount, the Company will have no right to obtain any funds from the Escrow Agent. The right of the Company to receive funds, including any interest on the funds, when the Minimum Offering Amount is received is subject to fulfillment of the conditions specified in Section 8 hereof.

(f) Prior to the Final Closing, the Company shall from time to time amend the Registration Statement in order to update the information contained therein as follows, and the Agent shall cooperate with the Company in connection with any amendments thereto. In such event, the Company promptly will notify the Agent by telephone, promptly confirmed in writing by telecopy, to suspend solicitation of offers to purchase Shares, and, if so notified by the Company, the Agent shall forthwith suspend such solicitation and cease using the Registration Statement until such time as the Company advises that solicitation may be resumed. If, in connection therewith, the Company shall, with the cooperation of the Agent, decide to amend or supplement the Registration Statement, the Company (i) will advise the Agent promptly by telephone (with confirmation in writing by telecopy), (ii) will prepare an amendment or supplement to the Registration Statement that will correct any untrue statement or omission or will make such other change as may be necessary, and (iii) will supply such amended or supplemented Registration Statement to the Agent. If such amendment or supplement is satisfactory in all respects to the Agent, the Agent will resume the solicitation of offers to purchase Shares.

4. CLOSING DATE AND MINIMUM OFFERING DATE.

(a) The Offering P eriod extends for seven (7) months following the effective date of the Registration Statement (the seven (7) month Offering Period includes the 30 day period for the sale of the over-allotment option); provided however, that if the Minimum Offering Amount is not sold within ninety (90) days of the effective date of the Registration Statement, the Offering Period will end on the ninetieth day after the effective date of the Registration Statement. The Company may hold an “ Initial Closing ” of the Offering at any time after subscriptions for the Minimum Offering Amount have been accepted and all the conditions to the right of the Company to obtain funds as set forth in this Agreement, including Section 8 hereof, have been satisfied. At the Initial Closing (i) the Company and the Agent shall jointly notify the Escrow Agent to release the funds from the Escrow; and (ii) the Company will issue the securities to the Subscribers; and (iii) counsel for the Company shall deliver its opinion to the Agent as provided by Section 8 hereof; and (iv) all accepted subscription amounts will be delivered to the Company. The Company may hold any number of additional “ Interim Closings ” from time to time after the Initial Closing. Pending each closing, each prospective investor's payment accompanying the Subscription Agreement will be deposited in a segregated escrow account with the Escrow Agent.

(b) “ Minimum Offering Date ” as used herein will mean the date, not later than the ninetieth (90) day following the effective date of the Registration Statement (or such earlier date as is mutually agreed by parties to this Agreement), on which the Company will have received and accepted subscriptions and payments for the Minimum Offering Amount. In the event that subscriptions and payments for at least the Minimum Offering Amount has not been received and accepted by the Company and deposited with and collected by the Escrow Agent on or prior to the Minimum Offering Date, this Agreement will terminate and the Company will have no any further obligation or liability hereunder to the Agent or any other Soliciting Dealer except as provided in Sections 5 and 11 below. In the event of such termination, all purchase payments deposited with the Escrow Agent will be returned to the subscribers, without interest, and no selling commissions (as hereinafter described) will be payable.

(c) As soon as is practicable after the Minimum Offering Date, the Company will mail or otherwise furnish to the Agent written notification that subscriptions and payments for an aggregate of at least the Minimum Offering Amount has been received and accepted by the Company and deposited with and collected by the Escrow Agent.

5. COMPENSATION.

(a) For the services of the Agent in soliciting and obtaining purchasers of the Shares, the Company agrees to pay the Agent at the Initial Closing, each Interim Closing and the final closing of the Offering (the “ Final Closing ”), (i) a selling commission equal to eight percent (8%) of the aggregate gross proceeds received from the sale of Shares (the “ Selling Commission ”) for the period covered by solely the respective closing. In the event that the proposed offering is terminated prior to the Initial Closing for any reason by the Company other than a breach of the representations or warranties by the Agent prior to the completion of the Offering, the Company agrees to pay all accountable fees, costs and disbursements incurred and/or due and payable by Agent and its legal counsel. In the event that the proposed offering is terminated subsequent to the Initial Closing for any reason by the Company other than a breach of the representations or warranties by the Agent prior to the completion of the Offering, the Company agrees to pay an eight percent (8%) commission on all subscriptions of Shares accepted by the Company, plus all accountable fees, costs and disbursements incurred and/or due and payable by Agent and its legal counsel. In the event the Offering is terminated by Agent for any reason other than a breach of the representations or warranties by the Company, each party shall bear its own expenses relating to the offering.

(b) Upon the Initial Closing, Interim Closing and Final Closing, the Company will sell to the Agent or its designees at an aggregate price of one cent ($0.001) a warrant (the “ Agent Warrant ”) entitling the Agent to purchase an aggregate number of shares of Common Stock equal to seven percent (7%) of the aggregate number of shares of Common Stock sold in the period covered by solely the respective closing, exclusive of the Option Shares. The Agent Warrant is exercisable at any time after one year from the effective date of the Registration Statement and shall expire, if not exercised, five (5) years from the effective date of the Registration Statement. The Warrant shall provide the holder with a right to purchase each share of Common Stock at an exercise price equal to $2.20, or 10% above the offering price, which exercise price shall be payable by the Agent in cash.

(c) The Selling Commissions will be paid, and Agent Warrants issued, at the time of the Initial Closing, each Interim Closing and the Final Closing of the sale of the Shares as follows: (i) on the date of the Initial Closing, the Company will direct the Escrow Agent to remit to the Agent, from the proceeds on the sale of Shares, the Selling Commissions payable with respect to the Shares sold on or before the Minimum Offering Date and the Company shall direct its Transfer Agent to issue Agent Warrants as set forth above; and (ii) after the Minimum Offering Date, the Company will direct the Escrow Agent to remit to the Agent, from the proceeds from the sale of Shares, the Selling Commissions and non-accountable expense allowance payable with respect to the Shares sold at the first Interim Closing and the Company shall direct its Transfer Agent to issue Agent Warrants as set forth above. For any subsequent Interim Closings, the Company will direct the Escrow Agent to remit to the Agent, from the proceeds from the sale of Shares, the selling commissions and non-accountable expense allowance payable with respect to the Shares sold after the previous Interim Closing Date and before the next Interim Closing Date and the Company shall direct its Transfer Agent to issue Agent Warrants as set forth above on such sales of Shares as are then being paid selling commission. The payment of commission and non-accountable expense allowance and the issuance of Agent Warrants shall proceed as above until the Final Closing.

6. FURTHER AGREEMENTS OF THE COMPANY.

(a) The Company covenants and agrees that it will pay or cause to be paid:

(i) all expenses, if any, in connection with the soliciting and obtaining of purchasers of the Shares including reasonable travel expenses in connection with investor presentations,

(ii) all expenses and fees in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including this Agreement and all other exhibits to the Registration Statement and any amendments or supplements thereto, and the Blue Sky Memorandum); and

(iii) filing fees required in connection for offering and sale by the Agent under the securities or Blue Sky laws of the states and other jurisdictions designated in the Blue Sky Memorandum.

(b) If at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event will have occurred as a result of which, in the opinion of counsel for the Company, the Prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will prepare an appropriate supplement or amendment thereto, and will deliver to the Agent such number of copies thereof as the Agent may reasonably request.

(c) For one (1) year from the expiration for the Offering Period, the Company will furnish directly to or cause to be furnished to the Agent:

(i) On or prior to the date on which the same shall be sent to shareholders, each communication required to be delivered or otherwise furnished to the holders of Shares, including any annual or interim financial statements or other reports of the Company;

(ii) Promptly after receipt thereof, a copy of any notice or communication mailed, telecopied or otherwise delivered to the Company pursuant to any of the agreements relating to any material matter regarding the sale of Shares;

(iii) Within sixty (60) days following the end of each quarter, an unaudited balance sheet and income statement prepared as of the end of such quarter (although the Company will attempt to furnish such financial statements within forty-five (45) days following the end of each quarter); provided that the Agent may at any time notify the Company that copies of any or all of such communications need no longer be sent to it.

(d) The Company will furnish to the Agent promptly as soon as the same shall be filed copies of all filings by the Company on Form SB-2, or other such forms, or other disclosure documents, as may be filed pursuant to the Exchange Act and any such equivalent filing with States or other political entities, for the Offering.

(e) The Company agrees that it will furnish or make available to the Agent or the Agent's counsel any and all documentation reasonably requested in connection with the Agent's due diligence efforts regarding information in the Registration Statement.

(f) The Company and all affiliates will not take any action in connection with the Offering which would cause the Offering not to comply with Section 5 of the Act.

(g) The Company will duly and timely file (i) with the Commission all required reports under the Exchange Act and (ii) all reports required to be filed under applicable state securities laws and regulations and by the regulatory agencies charged with enforcement thereof.

(h) The Company will notify the Agent immediately upon receipt thereof and confirm the notice in writing of the issuance by the Commission or any state securities administrator of any stop order suspending the effectiveness of any registration or qualification of the Shares for sale or enjoining the sale of the Shares or of the initiation of any proceeding for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order shall be issued, to obtain the lifting of the stop order at the earliest possible time.

(i) The Company covenants that it will furnish to the Agent for its prior approval (as applicable), the form of each notice to be furnished by the Company to the Escrow Agent under the terms of the escrow agreement entered into among the Company, the Escrow Agent and the Agent relating to the Escrow Account.

(j) For a period of two (2) year after the date of this Agreement,

(i) If the Company proposes to effect any subsequent equity, debt or derivative financing, including a public offering or private placement of the securities of the Company or its subsidiaries, the Company agrees to offer the Agent the right of first refusal to act as its exclusive financial advisor, sole global coordinator and sole bookrunner and pay to the Agent compensation that is at least as favorable to the Agent as the compensation provided to the Agent hereunder ; provided, however, in the event the Agent provides written notice to the Company that it does not wish to act as its exclusive financial advisor, sole global coordinator and sole bookrunner in connection with the proposed transaction, this Section 6(j)(i) shall be waived; .

(ii) The Company shall pay to the Agent a commission, and grant to the Agent warrants in an amount equal to the commissions and warrants payable to the Agent hereunder with respect to this Offering if any person that the Agent introduces to the Company invests in the Company, regardless of the type security issued to such person by the Company.

(iii) If the Company decides to retain the services of an investment banking firm, the Company will notify the Agent about any Business Transaction (as hereinafter defined) and will consider the Agent's proposal to act as the Company's agent for the Business Transaction ; provided, however, in the event that the Agent provides written notice that it does not wish to act as the Company’s agent for the Business Transaction, this Section 6(j)(iii) shall be waived . A “ Business Transaction ” means any merger involving the Company or any of its subsidiaries, the acquisition by the Company or any of its subsidiaries of any entity or the assets thereof and the acquisition of the Company or any of its subsidiaries by another entity. The Company agrees to pay the Agent compensation calculated in accordance with the Lehman formula if the Agent introduces an acquisition or merger candidate to the Company and the acquisition or merger is consummated.

(k) The Company shall use its best efforts to cause the Registration Statement to become effective as promptly as possible. If the Registration Statement has become or becomes effective with a form of Prospectus omitting certain information pursuant to Rule 430A of the Regulations, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Agent of such timely filing.

(l) The Company shall notify the Agent immediately, and confirm such notice in writing, (i) when the Registration Statement and any post-effective amendment thereto become effective, (ii) of the receipt of any comments from the Commission or the blue sky or securities authority of any jurisdiction regarding the Registration Statement, any post-effective amendment thereto, the Prospectus, or any amendment or supplement thereto, and (iii) of the receipt of any notification with respect to a Stop Order or the initiation or threatening of any proceeding with respect to a Stop Order. The Company shall use its best efforts to prevent the issuance of any Stop Order and, if any Stop Order is issued, to obtain the lifting thereof as promptly as possible.

(m) The Company shall, during the time when a prospectus relating to the Shares is required to be delivered hereunder or under the Act or the Regulations, comply so far as it is able with all requirements imposed upon it by the Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Shares and the Option Shares in accordance with the provisions hereof and the Prospectus.

(n) The Company shall deliver without charge to the Agent such number of copies of each Preliminary Prospectus as the Agent may reasonably request and, as soon as the Registration Statement or any amendment thereto becomes effective or a supplement is filed, deliver without charge to the Agent two signed copies of the Registration Statement or such amendment thereto, as the case may be, including exhibits, and two copies of any supplement thereto, and deliver without charge to the Agent such number of copies of the Prospectus, the Registration Statement, and amendments and supplements thereto, if any, without exhibits, as the Agent may reasonably request for the purposes contemplated by the Act.

(o) The Company shall endeavor in good faith, in cooperation with the Agent, at or prior to the time the Registration Statement becomes effective, to qualify the Shares for offering and sale under the blue sky or securities laws of such jurisdictions as agent may designate; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not then subject. In each jurisdiction where such qualification shall be effected, the Company will, unless the Agent agrees in writing that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction.

(p) The Company shall make generally available (within the meaning of Section 11(a) of the Act and the Regulations) to its security holders as soon as practicable, but not later than fifteen (15) months after the date of the Prospectus, an earnings statement (which need not be certified by independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Section 11(a) of the Act and the Regulations) covering a period of at least 12 months beginning after the effective date of the Registration Statement. Comply with all provisions of all undertakings contained in the Registration Statement.

(q) The Company shall prior to the Initial Closing or any Interim Closings, as the case may be, issue no press release or other communication, directly or indirectly, and hold no press conference and grant no interviews with respect to the Company, the financial condition, results of operations, business, properties, assets, or liabilities of the Company, or this offering, without the Agent’s prior written consent.

(r) The Company shall for a period of twenty four (24) months after the date of' the Prospectus, not, without the Agent’s prior written consent, which consent will not be unreasonably withheld, offer, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock (or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for shares of Common Stock) except (i) in connection with an acquisition, (ii) upon the exercise of options granted pursuant to the Company's stock option plan, (iii) on exercise of outstanding warrants, and (iv) upon exercise of the Option Shares or securities of the Company held by the Agent, including the Agent Warrants.

(s) The Company shall file with the Commission all required information concerning use of proceeds of the Offering in Form 8-K in accordance with the provisions of the Exchange Act and to provide a copy of such reports to the Agent and its counsel.

(t) Supply to the Agent and its counsel at the Company's cost, four bound volumes each containing material documents relating to the offering of the Shares within a reasonable time after the Final Closing, not to exceed 90 days.

(u) As soon as possible prior to the Effective Date, and as a condition of the Agent's obligations hereunder, if requested by the Agent, have the Company listed on an accelerated basis, and to maintain such listing for not less than 10 years from the date of the Final Closing, in Standard & Poor's Standard Corporation Records.

(v) Continue, for a period of two (2) years following the Effective Date of the Registration Statement, to appoint such auditors as are reasonably acceptable to the Agent (it being understood that the current auditors of the Company are acceptable to the Agent), which auditors shall (i) prepare financial statements in accordance with Regulation S-B or Regulation S-X, if applicable, under the General Rules and Regulations of the Act and (ii) review (but not audit) the Company's financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-QSB quarterly report and the mailing of quarterly financial information to security holders.

(w) Cause its transfer agent to furnish the Agent a duplicate copy of the daily transfer sheets prepared by the transfer agent during the six-month period commencing on the Effective Date of the Registration Statement and instruct the transfer agent to timely provide, upon the request of the Agent, duplicate copies of such transfer sheets and/or a duplicate copy of a list of stockholders, all at the Company's expense, for a period of two (2) years after such six-month period.

(x) Refrain from filing a Form S-8 registration statement for a period of twelve (12) months from the Effective Date of the Registration Statement without the Agent’s prior written consent.

(y) Not permit any stockholder to sell stock held by such stock-holder in reliance on the exemption afforded by Rule 701 within a period of six (6) months from the Effective Date.

(z) Comply with all periodic reporting and proxy solicitation requirements which may from time to time be applicable to the Company as a result of the Company's registration under the Exchange Act on a registration statement on Form 8-A.

(aa) Comply with all provisions of all undertakings contained in the Registration Statement.

7. FURTHER AGREEMENTS OF THE AGENT.

(a) The Agent hereby represents that it is currently, and will remain throughout the offering of Shares, a member in good standing of the NASD. The Agent agrees that it will not allow commissions to be paid to any other broker-dealer, including foreign broker-dealers registered pursuant to the Exchange Act, unless such broker/dealer has executed an appropriate Agreement to sell the Shares and such Agreement contains substantially the same terms and conditions as this agreement.

(b) The Agent agrees that it will accept subscriptions only from investors who have received a copy of the Prospectus. The Agent will not give any information or make any representation in connection with the offering of the Shares other than those contained in the Prospectus furnished by the Company. The Agent will use only additional material which has been approved in writing by the Company prior to its first use.

(c) The Agent agrees that if and when the Company supplies it with copies of any supplement to the Prospectus, the Agent will affix such copies of such supplement to copies of the Prospectus already in the Agent's possession, and that thereafter the Agent will only distribute Prospectuses containing such supplement and that the Agent will accept subscriptions only from investors who have received a copy of the Prospectus containing such supplement. The Agent further agrees to comply with all instructions from the Company concerning the destruction of out-dated Prospectuses and the use of supplemented or amended Prospectuses .

(d) The Agent agrees to solicit Subscribers only in the states and other jurisdictions in which the a Blue Sky Memorandum approved by the Company indicates that such solicitation can be made in accordance with any limitations described therein and in the states and jurisdictions in which the Agent is licensed or qualified to make offers and sales of the Shares.

8. CONDITIONS TO THE RIGHT OF THE COMPANY TO OBTAIN FUNDS .

The right of the Company to obtain funds from the Escrow Agent on the Minimum Offering Date is subject to the accuracy of and compliance with the representations and warranties of the Company contained in Section 1 hereof as of the date hereof and as of the Minimum Offering Date, to the accuracy of the statements of the Company made pursuant to the provisions hereof, and to the following further conditions:

(a) No stop order suspending the effectiveness of any qualification of the Shares for sale or enjoining the sale of the Shares or of the initiation of any proceeding for that purpose or any amendment or supplement thereto will have been issued prior to the Minimum Offering Date and will be in effect at that date, and no proceedings for the issuance of such order will be pending or threatened at that date.

(b) On the Minimum Offering Date, there will have been furnished to the Agent the opinion of the counsel for the Company, dated as of the Minimum Offering Date, subject to such assumptions as such counsel will deem necessary to render such opinion, containing customary opinions for offerings of this type including, without limitation, opinions substantially to the effect that:

(i) the Company is a corporation organized under the laws of the State of Maryland and is validly existing as a corporation under such laws;

(ii) the sale of the Shares and the issuance of the Common Stock has been duly authorized (and to the extent necessary reserved) by all necessary corporate action on the part of the Company. When subscriptions for the Shares have been accepted by the Company and payment in full has been received, the Common Stock will be duly authorized, validly issued, fully paid and non-assessable;

(iii) this Agreement has been duly and validly authorized, executed and delivered, by and on behalf of the Company and constitutes the valid and binding agreement, enforceable in accordance with its terms, of the Company subject to any applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights, and to principles of a court of equity with respect to equitable remedies and defenses, from time to time in effect, and except as the indemnity provisions contained herein may be unenforceable for reasons of public policy under court decisions or regulations of the Commission;

(iv) the terms and provisions of any agreements to which the Company or any subsidiary of the Company is a party which are exhibits to the Registration Statement or are referred to therein, substantially conform in all material respects to the descriptions thereof contained in the Registration Statement ;

(v) except as disclosed in the Prospectus, to the best of the Company's counsel's knowledge, information and belief, after making reasonable inquiry, the consummation of the transactions contemplated herein do not conflict with or result in a breach of any of the terms, provisions or conditions of any agreement or instrument to which the Company is a party or by which the Company may be bound, or violate any order, rule or regulation applicable to the Company of any court or governmental body or administrative agency having jurisdiction over the Company;

(vi) except as disclosed in the Prospectus, to the best of the Company's counsel's knowledge, information and belief, after making reasonable inquiry, there is no litigation or governmental proceeding pending, threatened against or involving the property or business of the Company, which would materially and adversely affect the value of the assets or the operation of the business of the Company;

(vii) the Registration Statement has become effective under the Securities Act, and, to counsel’s knowledge, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before or threatened by the Commission;

(viii) the Registration Statement and the Prospectus contained therein comply as to form with the Act and Regulations, in all material respects, except that counsel expresses no opinion with respect to the financial statements or other financial or statistical data contained in the prospectus;

(ix) no facts have come to the attention of counsel that has caused it to believe that (i) the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except for the financial statements, including the notes and schedules thereto, and other financial and accounting data and information, as to which counsel expresses no opinion) or (ii) the Prospectus, as of the date it was filed with the Commission pursuant to Rule 424(b)(4) under the Securities Act or as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial statements, including the notes and schedules thereto, and other financial and accounting data and information, as to which counsel expresses no opinion).

(c) The representations and warranties of the Company herein will be true and correct in all material respects as of the Minimum Offering Date, as if made as of the Minimum Offering Date, and all agreements herein contained to be performed on the part of the Company at or prior to the Minimum Offering Date will have been so performed.

(d) Upon receipt by the Company of such certificates and documents, the Company will direct the Escrow Agent in writing to release to the Company the funds in the Escrow Account.

(e) At the Initial Closing Date and any Interim Closing Date, as the case may be, the Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Company, dated the Initial Closing Date or any Interim Closing Date, as the case may be, to the effect that the conditions set forth in Section 8 have been satisfied, that as of the date of this Agreement and as of the Initial Closing Date or any Interim Closing Date, as the case may be, the representations and warranties of the Company contained herein were and are accurate, and that as of the Initial Closing Date or any Interim Closing Date, as the case may be, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed.

(f) NASD Regulation, Inc., upon review of the terms of the Offering of the Shares, shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

If any of the conditions specified in this Section 8 will not have been fulfilled when and as required by this Agreement, this Agreement and all Agent's obligations hereunder may be canceled at, or at any time prior to, the Minimum Offering Date by Agent. Any such cancellation will be without liability on the Agent's part; provided, however, Agent will be liable for all costs and disbursements incurred and/or due and payable by Agent and its legal counsel in connection with the Offering. Notice of such cancellation will be given to the Company at the address specified in Section 12 hereof, in writing, or by telecopy or telephone confirmed in writing.

9. INDEMNIFICATION.

(a) Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Agent, each Co-Underwriter and each of their respective officers, directors, partners, employees, agents, and counsel, and each person, if any, who controls the Agent or any Co-Underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 9, but not be limited to, attorneys' fees, expert witness fees, and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, the Registration Statement, the Prospectus (as from time to time amended and supplemented), or in any materials delivered in connection with the Offering, or (B) in any application or other document or communication (in this Section 9 collectively called an application) in any jurisdiction in order to qualify the Common Stock under the blue sky or securities laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any breach of any representation, warranty, covenant, or agreement of the Company contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement; however, the Company shall have no liability under this Section 9 if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company as stated in Section 9(b) with respect to the Agent by or on behalf of the Agent expressly for inclusion in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any application, as the case may be. If any action is brought against the Agent, the Co-Underwriters or any of their officers, directors, partners, employees, agents, or counsel, or any controlling persons of the Agent or Co-Underwriters (an indemnified party) in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability it may have other than pursuant to this Section 9(a)) and the Company shall promptly assume the defense of such action, including the employment of counsel (satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company. The Company agrees promptly to notify the Agent of the commencement of any litigation or proceedings against the Company or against any of its officers or directors in connection with the sale of the Shares, any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or any application.

(b) The Agent agrees to indemnify and hold harmless the Company, the Company's counsel, each director of the Company, each officer of the Company who shall have signed the Registration Statement, each other person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Agent in Section 9(a), but only with respect to statements or omissions, if any, made in any Preliminary Prospectus, the Registration Statement, or the Prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company by the Agent, or by a person acting on behalf of the Agent, expressly for inclusion in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any application, as the case may be; provided, however, that the obligation of the Agent to provide indemnity under the provisions of this Section 9(b) shall be limited to the amount which represents the compensation received by the Agent pursuant to this Agreement as of the date of Agent’s obligation to provide indemnity; provided, however, that the in the case of Agent’s negligence or willful misconduct, the obligation of the Agent to provide indemnity under the provisions of this Section 9(b) shall be limited to the amount which represents the product of the number of Shares sold hereunder and the initial public offering price per Share set forth on the cover page of the Prospectus, lawful interest and costs, including attorney’s fees. For all purposes of this Agreement, the amounts of the selling concession and reallowance set forth in the Prospectus, and the information under Underwriting constitute the only information furnished in writing by or on behalf of the Agent expressly for inclusion in any Preliminary Prospectus, the Registration Statement, or the Prospectus (as from time to time amended or supplemented), or any amendment or supplement thereto, or in any application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or any application, and in respect of which indemnity may he sought against the Agent pursuant to this Section 9(b), the Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the indemnified parties, by the provisions of Section 9(a).

(c) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for this Section 9 is for any reason held to be unavailable to the Agent or the Company, then the Company shall contribute to the damages paid by the Agent, and the Agent shall contribute to the damages paid by the Company; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the sale of the Shares (taking into account the portion of the proceeds of the offering realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate in the circumstances. The Company and the Agent agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation. Neither the Agent nor any person controlling the Agent shall be obligated to make contribution hereunder which in the aggregate exceeds the amount which represents the compensation received by the Agent pursuant to this Agreement as of the date of Agent’s obligation to provide indemnity; provided, however, that the in the case of Agent’s negligence or willful misconduct, the obligation of the Agent to provide indemnity under the provisions of this Section 9(c) shall be limited to the amount which represents the product of the number of Shares sold hereunder and the initial public offering price per Share set forth on the cover page of the Prospectus, lawful interest and costs, including attorney’s fees. For purposes of this Section, each person, if any, who controls the Agent within the meaning of Section 15 of the Act shall have the same rights to contribution as the Agent, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act, shall have the same rights to contribution as the Company. Anything in this Section 9(c) to the contrary notwithstanding, no party shall be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 9(c) is intended to supersede any right to contribution under the Act, the Exchange Act, or otherwise.

(d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel and amounts to be paid in settlement of any claim, proceeding or action, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 clays prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

10. EFFECTIVE DATE .

Provided that at least one counterpart of this Agreement will then have been executed and delivered, this Agreement will become effective upon delivery by the Company of telecopies, correspondence or other written notification to the Agent indicating the Registration Statement is declared effective and released for distribution.

11. SURVIVAL OF INDEMNITIES, WARRANTIES AND REPRESENTATIONS .

The respective indemnity agreements of the Company and Agent contained in Section 9 hereof, and the representations and warranties of the Company and Agent set forth herein, will remain operative and in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Company or Agent, or any controlling person referred to in Section 9, and will survive the delivery of and payment for the Shares, and any successor of the Agent or the Company or of any such controlling person or any legal representative of any such controlling person, as the case may be, will be entitled to the benefit of the respective indemnity agreements.

12. NOTICES .

Except as is otherwise provided in this Agreement, (a) whenever notice is required by the provisions of this Agreement or otherwise to be given to the Company, such notice will be in writing addressed to the Company at 6615 Brotherhood Way, Suite A, Fort Wayne, Indiana 46825, Attention: Brian Kistler and to Weintraub Law Group PC at 10085 Carroll Canyon Road, Suite 210, San Diego, California 92131; and (b) whenever notice is required by the provisions of this Agreement or otherwise to be given to Agent, such notice will be in writing addressed to the Agent at 822 W. Washington Blvd., Chicago, Illinois 60607, Attention: David Bonifield. Any notice referred to herein may be given in writing or by telecopy or telephone and if by telecopy or telephone will be immediately confirmed in writing. Notice (unless actual) will be effective upon mailing or telecopy transmission, as the case may be.

13. PERSONS ENTITLED TO BENEFIT OF AGREEMENT .

This Agreement is made solely for the benefit of Agent, the Company and the controlling persons referred to in Section 9 hereof, and their respective successors and assigns, and no other person will acquire or have any right by virtue or this Agreement, and the term “ successors and assigns ,” as used in this Agreement, will not include any Purchaser.

14. GOVERNING LAW .

This Agreement is to be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law.

15. FURTHER CONDITIONS .

Until the Minimum Offering Date, this Agreement may be terminated by the Agent at its option by giving notice to the Company, if (a) the Company shall have become a party to any litigation which, in the opinion of counsel to the Agent, could have a material adverse effect on the value of the assets or operation of the business of the Company, (b) there shall have been, since the respective dates as of which information is in the Registration Statement, any material adverse change in the condition, financial or otherwise, of the Company, which change in the Agent's reasonable judgment shall render it inadvisable to proceed with the delivery of the Shares, (c) there shall have been any important change in market levels, major catastrophe, substantial change in national, international or world affairs, national calamity, postal strike, act of God or other event or occurrence which, in the Agent's reasonable judgment, will materially disrupt the financial markets of the United States, or (d) a general banking moratorium shall have been declared by federal or state authorities.

16. COUNTERPARTS .

This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

17. ENTIRE AGREEMENT .

This Agreement sets forth the entire agreement of the Agent and the Company with respect to the subject matter hereof and terminates and supersedes all prior agreements and understandings between or among the Agent and the Company with respect to the subject matter hereof.

18. HEADINGS; BACKGROUND SECTION .

The descriptive headings in this Agreement have been inserted for convenience only and do not constitute a part of this Agreement. The provisions contained in the “Background” section of this Agreement shall be operative and shall represent the binding covenants, representations, warranties and agreements of the Parties.

[Signature Page Follows]

IN WITNESS whereof, the parties have signed this Agreement as of the date first above written.

ALARON FINANCIAL SERVICES

By :____________//s//__________________

Name: David Bonifield

Title: Senior Vice President

FREEDOM FINANCIAL

By :___________//s//___________________

Name: Brian Kistler

Title: CEO

PLAN AND AGREEMENT OF REORGANIZATION

by merger of

TITAN HOLDINGS, INC.

with and into

NORTHERN BUSINESS ACQUISITION CORP.

under the name of TITAN HOLDINGS, INC.

This is a Plan and Agreement of Merger dated as of December 15, 2005 (“Plan”) is by and between TITAN HOLDINGS, INC, an Indiana corporation (the “Merging Corporation”), and NORTHERN BUSINESS ACQUISITION CORP., a Maryland corporation (the “Surviving Corporation”). The name of the surviving Maryland corporation will be changed to TITAN HOLDINGS, INC.

ARTICLE 1. PLAN OF MERGER

1.01 Plan Adopted

A Plan of merger of the Merging Corporation and the Surviving Corporation, pursuant to the provisions of Chapter 40 of Title 23 of Indiana Code, is adopted as follows:

(a) The Merging Corporation shall be merged with and into the Surviving Corporation, to exist and be governed by the laws of the State of Maryland.

(b) The name of the Surviving Corporation shall be TITAN HOLDINGS, INC.

(c) When this Plan shall become effective, the separate corporate existence of the Merging Corporation shall cease, and the Surviving Corporation shall succeed, without other transfer, to all the rights and property of the Merging Corporation and shall be subject to all the debts and liabilities of the Merging Corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens on the property of each constituent corporation shall be preserved unimpaired, limited in lien to the property affected by the liens immediately prior to the merger.

(d) The Surviving Corporation will carry on business with the assets of the Merging Corporation, as well as with its own assets. The Merging Corporation does not own any interest in the Surviving Corporation.

(e) Each constituent corporation has shares of the following classes and series, in the number and with or without voting rights as specified here:

(1) Titan Holdings, Inc. has 1,000 authorized shares in the class designated as common stock, and this class is entitled to vote.

(2) Northern Business Acquisition Corp. has 150,000,000 shares in the class designated as common stock, and this class is entitled to vote; 10,000,000 shares in the class designated as preferred stock and this class is entitled to vote.

(f) The shareholders of the Merging Corporation will surrender all of their shares in the manner set forth below.

(g) In exchange for the shares of the Merging Corporation surrendered by its shareholders, the Surviving Corporation will issue and transfer to these shareholders, on the basis set forth in Article 3 below, shares of its Common Stock.

(h) The shareholders of the Surviving Corporation will retain their shares as shares of the Surviving Corporation.

1.02. Effective Date

The effective date of the merger (“Effective Date”) shall be the date of filing of articles of merger by the Secretary of State.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF CONSTITUENT CORPORATIONS

2.01. Merging Corporation

As a material inducement to the Surviving Corporation to execute this Plan and perform its obligations under this Plan, the Merging Corporation represents and warrants to the Surviving Corporation as follows:

(a) The Merging Corporation is a corporation duly organized, validly incorporated, and in good standing under the laws of the State of Indiana, with corporate power and authority to own property and carry on its business as it is now being conducted. It is not qualified as a foreign corporation to transact business in any other jurisdiction.

(b) The Merging Corporation has an authorized capitalization consisting of one thousand (1,000) shares of common stock, of which one hundred thirty-five (135) shares are validly issued and outstanding, fully paid, and nonassessable on the date of this Plan.

2.02. The Surviving Corporation

As a material inducement to the Merging Corporation to execute this Plan and perform its obligations under this Plan, the Surviving Corporation represents and warrants to the Merging Corporation as follows:

(a) The Surviving Corporation is a corporation duly organized, validly incorporated, and in good standing under the laws of the State of Maryland, with corporate power and authority to own property and carry on its business as it is now being conducted. It is not qualified as a foreign corporation to transact business in any other jurisdiction.

(b) The surviving corporation has an authorized capitalization divided into two classes of shares, namely, 10,000,000 shares of $.001 par value preferred stock and 150,000,000 shares of common stock. As of the date of this Plan, no shares of the preferred stock and One Hundred Fifty Thousand (150,000) shares of the common stock are validly issued and outstanding, fully paid, and nonassessable.

2.03. Securities Law

The parties will mutually arrange for and manage all necessary procedures under the requirements of federal and Indiana securities laws and the related supervisory commissions to the end that this Plan is properly processed to comply with registration formalities, or to take full advantage of any appropriate exemptions from registration, and to be otherwise in accord with all antifraud restrictions in this area.

ARTICLE 3. MANNER OF CONVERTING SHARES

3.01. Manner

The holders of shares of the Merging Corporation shall surrender their shares to the Secretary of the Surviving Corporation promptly after the Effective Date, in exchange for shares of the Surviving Corporation to which they are entitled under this Article 3.

3.02. Basis

(a) The shareholders of the Merging Corporation shall be entitled to receive One Million Three Hundred Fifty Thousand (1,350,000) shares of common stock of the Surviving Corporation, to be distributed on the basis of 10,000 shares for each share of common stock of the Merging Corporation.

3.03 . Shares of Surviving Corporation

The currently outstanding One Hundred Fifty Thousand (150,000) shares of common stock of the Surviving Corporation shall remain outstanding as common stock of the Surviving Corporation.

ARTICLE 4. DIRECTORS AND OFFICERS

4.01 Directors and Officers of Surviving Corporation

On the Effective Date, the names of the Directors and principal officers of the Surviving Corporation who shall hold office until the next annual meeting of the shareholders of the Surviving Corporation or until their respective successors have been elected or appointed and qualified are:

(a) Director: Brian Kistler

(b) Officer: Brian Kistler, President, Secretary/Treasurer

ARTICLE 5. ARTICLES AND BYLAWS

5.01. Articles of Surviving Corporation

The articles of incorporation of the Surviving Corporation, existing on the Effective Date of the merger, shall continue in full force as the articles of incorporation of the Surviving Corporation until they are altered, amended, or repealed as provided in the articles or as provided by law.

5.02. Bylaws of Surviving Corporation

The bylaws of the Surviving Corporation, existing on the Effective Date of the merger, shall continue in full force as the Bylaws of the Surviving Corporation until they are altered, amended, or repealed as provided in the bylaws or as provided by law.

ARTICLE 6. NATURE AND SURVIVAL OF WARRANTIES,INDEMNIFICATION, AND EXPENSES OF MERGING CORPORATION

6.01. Nature and Survival of Representations and Warranties

All statements contained in any memorandum, certificate, letter, document, or other instrument delivered by or on behalf of the Merging Corporation, or by or on behalf of the Surviving Corporation, pursuant to this Plan shall be deemed representations and warranties made by the respective parties to each other under this Plan. The covenants, representations, and warranties of the parties shall survive for a period of three years after the Effective Date. No inspection, examination, or audit made on behalf of the parties shall act as a waiver of any representation or warranty made under this Plan.

6.02. Indemnification

The Merging Corporation agrees that on or prior to the Effective Date it shall obtain from its shareholders an agreement under which the shareholders shall indemnify and hold harmless the Surviving Corporation against and in respect of all damages (as defined in this paragraph) in excess of Five Thousand Dollars ($5,000) in the aggregate. Damages, as used in this paragraph, shall include any claim, action, demand, loss, cost, expense, liability, penalty, and other damage, including, without limitation, counsel fees and other costs and expenses incurred in investigation, in attempting to avoid damages or to oppose the imposition of damages, or in enforcing this indemnity, resulting to the Surviving Corporation from (a) any inaccurate representation made by or on behalf of the Merging Corporation or its shareholders in or pursuant to this Plan; (b) breach of any of the warranties made by or on behalf of the Merging Corporation or its shareholders in or pursuant to this Plan; (c) breach or default in the performance by the Merging Corporation of any of the obligations to be performed by it under this Plan; or (d) breach or default in the performance by the shareholders of any of the obligations to be performed by them under any plan delivered by them to the Surviving Corporation pursuant to this Plan. The shareholders shall reimburse the Surviving Corporation on demand for any payment made or for any loss suffered by the Surviving Corporation at any time after the Effective Date, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect of any damages specified by the foregoing indemnity. The shareholders shall satisfy their obligations to the Surviving Corporation by the payment of cash on demand. The shareholders shall have the opportunity to defend any claim, action, or demand asserted against the Surviving Corporation for which it claims indemnity against the shareholders; provided that (a) the defense is conducted by reputable counsel approved by the Surviving Corporation, which approval shall not be unreasonably withheld; (b) the defense is expressly assumed in writing within ten days after written notice of the claim, action, or demand is given to the shareholders; and (c) counsel for the Surviving Corporation may participate at all times and in all proceedings (formal and informal) relating to the defense, compromise, and settlement of the claim, action, or demand, at the expense of the Surviving Corporation.

6.03. Expenses

The Merging Corporation will pay all expenses incurred by it and the Surviving Corporation in connection with and arising out of this Plan and the transactions contemplated by this Plan, including without limitation all fees and expenses of its counsel and accountants (none of which shall be charged to the Surviving Corporation).

ARTICLE 7. TERMINATION

7.01. Circumstances

This Plan may be terminated and the merger may be abandoned at any time prior to the Effective Date notwithstanding the approval of the shareholders of either of the constituent corporations:

(a) By mutual consent of the Board of Directors of the constituent corporations.

(b) At the election of the Board of Directors of either constituent corporation if:

(1) The number of shareholders of either constituent corporation, or of both, dissenting from the merger shall be so large as to make the merger, in the opinion of either Board of Directors, inadvisable or undesirable.

(2) Any material litigation or proceeding shall be instituted or threatened against either constituent corporation, or any of its assets, that, in the opinion of either Board of Directors, renders the merger inadvisable or undesirable.

(3) Any legislation shall be enacted that, in the opinion of either Board of Directors, renders the merger inadvisable or undesirable.

(4) Between the date of this Plan and the Effective Date, there shall have been, in the opinion of either Board of Directors, any materially adverse change in the business or condition, financial or otherwise, of either constituent corporation.

(c) At the election of the Board of Directors of the Merging Corporation if the Commissioner of Internal Revenue shall not have ruled, in substance, that for federal income tax purposes the merger will qualify as a reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986 and that no gain or loss will be recognized to its shareholders on the exchange of their common stock for stock of the Surviving Corporation.

(d) At the election of the Board of Directors of the Surviving Corporation if without its prior consent in writing, the Merging Corporation shall have:

(1) Declared or paid a cash dividend on its common stock or declared or paid any other dividend or made any other distribution on its shares.

(2) Created or issued any indebtedness for borrowed money.

(3) Entered into any transaction other than those involved in carrying on its business in the usual manner.

7.02 . Notice of and Liability on Termination

If an election is made to terminate this Plan and abandon the merger:

(a) The President or any Vice President of the constituent corporation whose Board of Directors has made the election shall give immediate written notice of the election to the other constituent corporation.

(b) On the giving of notice as provided in Subparagraph (a), this Plan shall terminate and the proposed merger shall be abandoned, and except for payment of its own costs and expenses incident to this Plan, there shall be no liability on the part of either constituent corporation as a result of the termination and abandonment.

ARTICLE 8. INTERPRETATION AND ENFORCEMENT

8.01 . Further Assurances

The Merging Corporation agrees that, as and when requested by the Surviving Corporation or by its successors or assigns, it will execute and deliver or cause to be executed and delivered all deeds and other instruments. The Merging Corporation further agrees to take or cause to be taken any further or other actions that the Surviving Corporation may deem necessary or desirable to vest in, to perfect in, or to conform of record or otherwise to the Surviving Corporation title to and possession of all the property, rights, privileges, powers, and franchises referred to in Article 1 of this Plan, and otherwise to carry out the intent and purposes of this Plan.

8.02 . Notices

Any notice or other communication required or permitted under this Plan shall be properly given when deposited with the United States Postal Service for transmittal by certified or registered mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed as follows:

(a) In the case of the Merging Corporation, to:

Brian Kistler

6461 North 100 East

Ossian, IN 46777

(b) In the case of the Surviving Corporation, to:

Mark K. Shaner

70 South Potomac Street

Aurora, Colorado 80012

8.03 . Entire Plan; Counterparts

This Plan and the exhibits to this Plan contain the entire plan between the parties with regard to the contemplated transaction. This Plan may be executed in any number of counterparts, all of which taken together shall be deemed one original.

[The remainder of this page intentionally left blank]

8.04 . Controlling Law

The validity, interpretation, and performance of this Plan shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana.

IN WITNESS WHEREOF, this Plan was executed as of December15, 2005.

TITAN HOLDINGS, INC.


By /s/
Brian K. Kistler, President


NORTHERN BUSINESS ACQUISITION CORP.


By /s/
Mark Shaner, President

NORTHERN BUSINESS ACQUISITION CORP.

I, in my capacity as Secretary of Northern Business Acquisition Corp. attest, under penalty of perjury, that Northern Business Acquisition was authorized by its board of directors to enter into the foregoing "Plan and Agreement of Reorganization by merger of Titan Holdings, Inc. with and into Northern Business Acquisition Corp. under the name of Titan Holdings, Inc."


By: /s/
Mark Shaner, Secretary

EXCHANGE AGREEMENT

By, Between and Among

Titan Holdings, Inc.

and

Freedom Financial Mortgage Corporation

and

Rodney J. Sinn

and

Robin W. Hunt

and

Derrick Brooks

and

Tracey A. White

and

A. Dale Bloom

As of April __, 2006

TABLE OF CONTENTS

		Page
1.	BASIC TRANSACTION	1
1.1	Exchange	1

2.	CLOSING	1
2.1	Closing	1
2.2	Cooperation after Closing	2

3.	REPRESENTATIONS AND WARRANTIES OF FFM AND SHAREHOLDERS	2
3.1	Organization and Corporate Power	2
3.2	Due Authorization; Effect of Transaction	3
3.3	Financial Statements	3
3.4	Accounts Receivable	3
3.5	Liabilities	3
3.6	Capitalization	4
3.7	Dividends and Distributions	4
3.8	Subsidiaries	4
3.9	Leases	4
3.10	Personal Properties	5
3.11	Employment Arrangements	5
3.12	Material Contracts and Arrangements	5
3.13	Ordinary Course of Business	6
3.14	Litigation and Compliance with Laws	7
3.15	Tax Returns	7
3.16	Trademarks, Licenses, Etc	8
3.17	Insurance Policies	8
3.18	Extraordinary Events	8
3.19	Adverse Restrictions	8
3.20	Material Information	9
3.21	Certain Transactions	9
3.22	No Governmental Authorizations or Approvals Required	9
3.23	Employee Benefit Plans	9
3.24	Continuing Representations	10

4.	REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF SHAREHOLDERS	10
4.1	Due Authorization; Effect of Transaction	11
4.2	Acquisition for Own Account; No Registration	11
4.3	No Financial Representations	11
4.4	Continuing Representations	11

5.	REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF PURCHASER	11

5.1	Organization and Corporate Power	11
5.2	Due Authorization; Effect of Transaction	11
5.3	Capitalization	12
5.4	Subsidiaries	12
5.5	Litigation and Compliance with Laws	12
5.6	No Government Authorizations or Approvals Required	12
5.7	Continuing Representations	13

6.	COVENANTS AND AGREEMENTS	13
6.1	FFM's Covenants and Agreements Pending Closing	13

7.	CONDITIONS OF PURCHASER'S OBLIGATIONS	14
7.1	Opinion of FFM's and Shareholders' Counsel	14
7.2	No Opposition	14
7.3	Employment Agreements	14
7.4	Consulting and Non-Competition Agreement	14
7.5	Escrow Agreement	14
7.6	Permits, Etc.	14
7.7	Insurance	15
7.8	Representations and Covenants	15
7.9	Satisfaction of Counsel	15
7.10	Instruments of Transfer	15
7.11	Tax Waiver	15
7.12	Payments to Bank and Lender	15
7.13	Termination of Stock Purchase Agreement	15
7.14	Lock Up Agreement	15
7.15	Resignations	15
7.16	Diligence	16

8.	CONDITIONS OF FFM'S AND SHAREHOLDERS' OBLIGATIONS	16
8.1	Opinion of Purchaser's Counsel	16
8.2	Representations and Covenants	16
8.3	No Opposition	16
8.4	Employment Agreements	16
8.5	Consulting and Non-Competition Agreement	16
8.6	Escrow Agreement	16
8.7	Instruments of Transfer	16
8.8	Payments to Bank and Lender	16

9.	INDEMNIFICATION BY FFM AND SHAREHOLDERS	17
9.1	Indemnification	17
9.2	Notice of Claim	17
9.3	Set-Off or Reimbursement	18

9.4	Escrow Agreement	18

10.	NON-COMPETITION	18
10.1	Non-Competition	18
10.2	Saving Clause	19

11.	BROKERAGE FEE	19
12.	AMENDMENTS; WAIVERS	19
13.	ASSIGNMENT; SUCCESSORS AND ASSIGNS	20
14.	SEVERABILITY	20
15.	COUNTERPARTS	20
16.	SECTION AND OTHER HEADINGS	21
17.	NOTICES	21
18.	GENDER	22
19.	LAW TO GOVERN	22
20.	COURTS	22
21.	ARBITRATION	22

EXHIBITS

A	FFM SHARES TO SHARES
B	ESCROW AGREEMENT
C	OPINION LETTER OF COUNSEL FOR FFM AND SHAREHOLDERS
D	SINN EMPLOYMENT AGREEMENT
E	HUNT EMPLOYMENT AGREEMENT
F	SINN NON-COMPETITION AGREEMENT
G	HUNT NON-COMPETITION AGREEMENT
H	TERMINATION AGREEMENT
I	LOCK UP AGREEMENT
J	OPINION LETTER OF COUNSEL FOR PURCHASER

SCHEDULES

3.1	Jurisdictions
3.3	Financial Statements
3.6	Capitalization
3.9	Leases
3.10	Personal Property
3.11	Employment Arrangements
3.12	Material Contracts and Arrangements
3.14	Litigation and Compliance with Laws

3.15	Tax Returns
3.16	Trademarks, Licenses, etc.
3.17	Insurance Policies
3.23	Employment Benefit Plans
5.1	Titan Holdings Jurisdictions
5.3	Titan Holdings Capitalization
5.4	Subsidiaries

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (“ Agreement ”) is dated April __, 2006, by and among Titan Holdings, Inc., a Maryland corporation (“ Purchaser ”); Freedom Financial Mortgage Corporation, an Indiana corporation (“ FFM ”); Rodney J. Sinn, Robin W. Hunt, Tracey A. White and A. Dale Bloom, residents of Indiana, and Derrick Brooks, a resident of Florida (each a “ Shareholder ” and collectively, “ Shareholders ”).

RECITALS

Whereas , Shareholders own one hundred (100) shares of the common stock of FFM, which constitutes one hundred percent (100%) of the issued and outstanding shares of common stock of FFM (“ FFM Shares ”), as set forth in Exhibit A to this Agreement.

WHEREAS, the Parties hereto desire to enter into an agreement under the terms of which Shareholders will exchange all of its FFM Shares to the Purchaser, in exchange for [amount] shares of the Purchaser’s authorized and unissued common stock (the “ Shares ”). When issued, the Shares shall represent thirty five percent (35%) of the fully diluted issued common stock of the Purchaser.

WHEREAS, the parties hereto desire for the transaction set forth herein to qualify as a tax-free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein and in consideration of the exchange by the Shareholders to the Purchaser of the FFM Shares, receipt of which is hereby acknowledged by the Purchaser, the parties agree as follows:

1. BASIC TRANSACTION.

1.1 Exchange. The Shareholders agree to assign, transfer, and deliver to the Purchaser, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the FFM Shares, constituting 100% of the issued and outstanding shares of FFM, and the Purchaser agrees to acquire such shares by issuing and delivering to the Shareholders in exchange therefor an aggregate of 726,923 of the then issued and outstanding common stock of the Purchaser to the Shareholders.

2. CLOSING .

2.1 Closing . At the Closing, the Shareholders shall transfer to Purchaser the FFM Shares, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever, subject to the transfer restrictions of Rule 144 of the Securities Act of 1933. Said transfer shall be affected by delivery to Purchaser of the stock certificates representing the FFM Shares duly executed in blank or accompanied by duly executed stock powers in blank. If any Shareholder shall fail or refuse to deliver any of the FFM Shares, or any stock certificate or closing certificate or document required to be delivered by that Shareholder, at the Closing as provided herein, such default shall not relieve any other Shareholder of his obligations to comply fully with this Agreement, and the Purchaser, at its option and without prejudice to its rights against any such defaulting Shareholder or Shareholders, may (a) acquire only the FFM Shares which have been delivered to it, or (b) refuse to acquire any FFM Shares and thereby terminate all of its obligations hereunder to all the Shareholders, by delivery of written notice of termination and with no liability of the Purchaser to the non-defaulting Shareholders. The Shareholders acknowledge that the FFM Shares are unique and not otherwise available, and agree that, in addition to any other available remedies, Purchaser may seek any equitable remedies to enforce performance by the Shareholders hereunder, including, without limitation, an action for specific performance. If any Shareholder shall fail to perform his obligations under this Agreement at the Closing, no other Shareholder shall per se have any liability to Purchaser therefor. Subject to the transfer provisions of Rule 144 and the Escrow Agreement attached hereto as Exhibit B , the Purchaser shall issue to the Shareholders the Shares, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever.

2.2 Cooperation After Closing . The Shareholders will cooperate with Purchaser, at its request, on and after the Closing Date, in furnishing information, evidence, testimony, and other reasonable assistance in connection with any actions, proceedings, arrangements, or disputes relating to adjustment of federal income and other taxes of FFM for all periods prior to the Closing Date and in connection with any such other actions, proceedings, arrangements, or disputes involving FFM or based upon any of the FFM's contracts, agreements, acts, or omissions that were in effect or occurred on or prior to the Closing Date; provided, however, that the Shareholders shall be entitled to reimbursement for all reasonable expenses incurred in connection therewith; and provided, further, that if the Shareholders are not employed by the Purchaser or any of its parents, affiliates, subsidiaries, or successors, the Shareholders also shall be entitled to reasonable compensation for the time spent providing such assistance. Such amounts shall be determined in consultation with the Shareholders at the time.

The Shareholders, and of them, agree that he or she will, at any time and from time to time after the Closing Date, upon request of Purchaser, take or cause to be taken such further actions and execute and deliver or cause to be executed and delivered all such further documents as may be reasonably required to consummate the transactions contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES OF FFM AND SHAREHOLDERS .

FFM and Shareholders jointly and severally represent and warrant, covenant and agree that:

3.1 Organization and Corporate Power . FFM is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases properties, conducts operations, or maintains a stock of goods, with full power and authority (corporate and other) to carry on the business in which it is engaged (a true and correct list of each such jurisdiction is set forth in Schedule 3.1 of the Disclosure Schedule ) and to execute and deliver and carry out the transactions contemplated by this Agreement.

3.2 Due Authorization; Effect of Transaction . No provisions of the Certificate of Incorporation or By-Laws of FFM, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which FFM is a party or by which FFM is bound, has been or will be violated by the execution and delivery by FFM of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of FFM and Shareholders, enforceable in accordance with its terms. FFM is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Articles of Incorporation or By-Laws.

3.3 Financial Statements . Except as set forth on the Schedule 3.3 of the Disclosure Schedule , FFM has delivered to the Purchaser its unaudited balance sheet (" Balance Sheet ") as of February 28, 2006 (the " Interim Date "). In addition, the FFM has delivered to the Buyer all audited financial statements of the FFM for the periods ended December 31, 2002, December 31, 2003, December 31, 2004 and December 31, 2005, certified by the FFM's Auditor (all of which financial statements are collectively referred to as "Interim Financial Statements"). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as " Financial Statements ." The FFM will continue to deliver quarterly unaudited financial statements to Buyer prior to the date of the Closing, promptly after the same are prepared by the FFM.

All of the Financial Statements are true, correct, and complete, have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods (except as set forth in such notes or statements) and fairly present the financial condition of FFM and the results of its operations as at the dates thereof and throughout the periods covered thereby. The Financial Statements reflect or provide for all claims against, and all debts and liabilities of, FFM, fixed or contingent, as at the dates thereof, and there has not been any change between the date of the most recent Financial Statements and the date of this Agreement that has materially or adversely affected the business or properties or condition or prospects, financial or other, or results of operations of FFM, and no fact or condition exists or is contemplated or threatened, which might cause any such change at any time in the future.

3.4 Accounts Receivable . Subject to the bad debt reserve shown in the Financial Statements, all customer and trade notes and accounts receivable owned by FFM on the date of the most recent balance sheet included in the Financial Statements are fully collectible in the aggregate, to the extent of the aggregate face value thereof as indicated on such balance sheet.

3.5 Liabilities . FFM has no liabilities of any nature, whether absolute, contingent, or otherwise, except as set forth in the most recent balance sheet included in the Financial Statements, other than liabilities subsequently incurred in the ordinary course of business. FFM is not in breach or default or in arrears in respect of the terms or conditions of any such liabilities and no waiver or forbearance has been granted by any holder of any such liability with respect to any such liability.

3.6 Capitalization . . The authorized capital stock of FFM consists of one thousand (1,000) shares of common stock, having a par value of ....... dollars ($.......) per share, of which one hundred (100) shares are issued and outstanding. The FFM Shares has been duly and validly authorized, and is duly and validly issued, fully paid and non-assessable. Except as set forth on Schedule 3.6 of the Disclosure Schedule , the FFM Shares are free and clear of any and all claims, liens, pledges, charges, encumbrances, mortgages, security interests, options, preemptive or other rights, restrictions on transfer, or other interests or equities or imperfections of title whatsoever. There are no other equity securities of FFM outstanding on the date hereof and there are no existing warrants, preemptive or other rights, options, calls, commitments, conversion privileges, or other agreements (all of the foregoing being collectively called " Options ") obligating FFM to issue any or all of its authorized and unissued capital stock, or any security convertible into and/or exchangeable for capital stock of the FFM. The FFM has no capital stock of any class authorized or outstanding except as identified herein. The FFM Shares represent one hundred percent (100%) of the issued and outstanding capital stock of the FFM. To the Best Knowledge of the Shareholders, the FFM Shares and Options issued to date by the FFM or any subsidiary were issued in transactions exempt from registration under the federal Securities Act of 1933, as amended (the " Securities Act ") and under applicable state securities or Blue Sky laws (the " State Laws "). To the Best Knowledge of the Sellers, none of said corporations has or will have violated the Securities Act or the State Laws in connection with the issuance of any shares of capital stock or other securities from the date of incorporation through the Closing Date.

3.7 Dividends and Distributions . From the end of its most recent fiscal year to the date hereof FFM has not declared or paid any dividend or declared or made any distribution whatsoever to its Shareholders, either in cash, stock, or other property, through purchases or redemptions of stock or otherwise.

3.8 Subsidiaries . FFM does not own, directly or indirectly, any of the capital stock of any corporation, association, trust or similar entity, any interest in the equity of any partnership or similar entity, any share in any joint venture, or any other equity or proprietary interest in any entity or enterprise, however organized and however such interest may be denominated or evidenced.

3.9 Leases . The leases listed and described in Schedule 3.9 of the Disclosure Schedule constitute all the leases of real or personal property under which FFM is bound or to which FFM is a party. Each lease listed in Schedule 3.9 of the Disclosure Schedule is valid, binding, subsisting, and enforceable in accordance with its terms, and neither FFM nor any landlord or lessor is in default or in arrears in the performance or satisfaction of any agreement or condition on its part to be performed or satisfied thereunder, and no waiver or indulgence has been granted by any of the landlords or lessors under those leases. FFM is not the landlord or lessor under any leases of real or personal property.

3.10 Personal Properties . FFM owns and has good and marketable title to all the tangible and intangible personal property and assets, other than the leaseholds referred to in the Schedule 3.10 of the Disclosure Schedule , reflected upon the most recent balance sheet included in the Financial Statements or used by FFM in its business if not so reflected, free and clear of all mortgages, liens, encumbrances, equities, claims, and obligations to other persons, of whatever kind and character, except as set forth in Schedule 3.10 of the Disclosure Schedule . Schedule 3.10 of the Disclosure Schedule contains an identification of certain major items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by FFM as lessee or as conditional sales vendee under any lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Schedule 3.10 of the Disclosure Schedule . The fixed assets and machinery and equipment, taken as a whole, are in a state of good repair and maintenance and are in good operating condition; inventory is up to normal commercial standards and no inventory that is obsolete or unmarketable is reflected in the most recent balance sheets included in the Financial Statements. All items included in such inventory are covered on the books of FFM, and are valued on the Financial Statements at the lower of cost or market and, in any event, at not greater than their net realizable value, on an item by item basis. Upon the sale, assignment, transfer, and delivery of the Assets to Purchaser hereunder, there will be vested in Purchaser good and marketable title to the tangible and intangible personal property constituting a part thereof, free and clear of all mortgages, liens, encumbrances, equities, claims, and obligations to other persons, of whatever kind and character, except for the rights of third persons arising under contracts for the sale of inventory in the ordinary course of business, each of which is listed in Schedule 3.10 of the Disclosure Schedule .

3.11 Employment Arrangements . Except as set forth in Schedule 3.11 of the Disclosure Schedule , FFM has no obligation, contingent or otherwise, under any employment agreement, collective bargaining or other labor agreement, any agreement containing severance or termination pay arrangements, deferred compensation agreement, retainer or consulting arrangements, pension or retirement plan, bonus or profit-sharing plan, stock option or purchase plan, or other employee contract or non-terminable arrangement (whether or not that arrangement imposes a penalty for termination), group life, health, medical or hospitalization insurance plan or program, or other employee or fringe benefit plan, including vacation plans or programs and sick leave plans or programs. Schedule 3.11 of the Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to any such plan or agreement. Except as set forth on Schedule 3.11 of the Disclosure Schedule , FFM or its employees are not now and for the past five years have not been subject to or involved in or, to the best of FFM's knowledge, threatened with any union elections, petitions therefor or other organizational activities. FFM has performed all obligations required to be performed under all such agreements, plans, and arrangements and is not in breach of or in default or arrears under the terms thereof.

3.12 Material Contracts and Arrangements . Except as set forth in Schedule 3.12 of the Disclosure Schedule , FFM has no contract or arrangement, including, without limitation, any commitments or obligations, contingent or otherwise, under any contract or arrangement (i) for the purchase or sale of supplies, services or other items in excess of $2,500 in any one instance, (ii) for the purchase, sale or lease of any equipment or machinery, (iv) for the performance of service for others in excess of $5,000 in any one instance, or (iv) extending beyond December 31, 2008. All contracts of less than $5,000 do not in the aggregate exceed $10,000. Each of such contracts and arrangements is valid, binding, subsisting, and enforceable in accordance with its terms and FFM has performed all obligations required to be performed under any such contract or arrangement and is not in breach or default or in arrears in any material respect or in any other respect that would permit the other party to cancel such contract or arrangement under the terms thereof. To the best knowledge of Shareholders after due inquiry, each of the contracts, if any, set forth in Schedule 3.12 of the Disclosure Schedule calling for the performance of services can be satisfied or performed by FFM without any loss to it.

3.13 Ordinary Course of Business . FFM, from the date of the balance sheet contained in the most recent Financial Statements to the date hereof,

(a) has operated its business in the normal, usual, and customary manner in the ordinary and regular course of business;

(b) has not sold or otherwise disposed of any of its properties or assets, other than inventory sold in the ordinary course of business;

(i) has not amended or terminated any outstanding lease, contract, or agreement,

(ii) has not incurred any obligations or liabilities (fixed, contingent, or other), and

(iii) has not entered any commitments;

(d) has not made any transactions outside the ordinary course of business in its inventory or any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements;

(e) has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under leases existing on that date or incurred since that date in the ordinary course of business;

(f) has not mortgaged, pledged, or subjected to lien or any other encumbrances, any of its assets, tangible or intangible;

(g) has not sold or transferred any tangible asset or cancelled any debts or claims except in each case in the ordinary course of business;

(h) has not sold, assigned, or transferred any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets;

(i) has not increased the compensation payable or to become payable to any of its officers, employees, or agents;

(j) has not suffered any material damage, destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any governmental authority;

(k) has not waived any rights that individually or in the aggregate exceed $5,000;

(l) has not experienced any organized work stoppage or industrial action; or

(m) has not entered into any other transaction or transactions that individually or in the aggregate are material to FFM, other than in the ordinary course of business.

3.14 Litigation and Compliance with Laws . Schedule 3.14 of the Disclosure Schedule contains a brief description of all litigation or legal or other actions, suits, proceedings, or investigations, at law or in equity or admiralty, or before any federal, state, municipal, or other governmental department (including, without limitation, the National Labor Relations Board), commission, board, agency, or instrumentality, domestic or foreign, in which FFM or any of its officers or directors, in such capacity, is engaged, or, to the knowledge and belief of FFM and Shareholders, with which FFM or any of its officers or directors is threatened in connection with the business or affairs or properties or assets of FFM. FFM is and at all times since its inception has been in compliance with all laws and governmental rules and regulations, domestic and foreign, and all requirements of insurance carriers, applicable to its business or affairs or properties or assets, including, without limitation, those relating to environmental protection, water or air pollution, and similar matters.

3.15 Tax Returns . FFM has filed, in accordance with applicable law, all federal, state, county, and local income and franchise tax returns and all real and personal property tax returns that are required to be filed, and the provision for taxes shown on the most recent balance sheet included in the Financial Statements is sufficient to satisfy all taxes of any kind of FFM, including interest and penalties in respect thereof, whether disputed or not, and whether accrued, due, absolute, deferred, contingent, or other for all periods ended on or prior to the date of such balance sheet. As of the date hereof no tax liabilities have been assessed or proposed that remain unpaid, and FFM has not signed any extension agreement with the Internal Revenue Service or any state or local taxing authority. FFM has paid all taxes that have become due pursuant to such returns and has paid all installments of estimated taxes due. All taxes and other assessments and levies that FFM is required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable. From the end of its most recent fiscal year to the date hereof FFM has not made any payment of or on account of any federal, state, or local income, franchise, or any real or personal property taxes, except as set forth in Schedule 3.15 of the Disclosure Schedule . Neither FFM nor Shareholders is aware of any basis upon which any assessment for a material amount of additional federal income taxes could be made. The information shown on the federal income tax returns of FFM heretofore delivered to Purchaser is true, accurate, and complete and fairly presents the information purported to be shown.

3.16 Trademarks, Licenses, Etc . Schedule 3.16 of the Disclosure Schedule sets forth all of the trademarks, trade names, service marks, patents, copyrights, registrations, or applications with respect thereto, and licenses or rights under them owned, used, or intended to be acquired or used by FFM, and, to the extent indicated in Schedule 3.16 of the Disclosure Schedule , they have been duly registered in such offices as are indicated therein. FFM is the sole and exclusive owner of the trademarks, trade names, service marks, and copyrights, the holder of the full record title to the trademark registrations and the sole owner of the inventions covered by the patents and patent applications, all as set forth in Schedule 3.16 of the Disclosure Schedule ; FFM has the sole and exclusive right, to the extent listed in Schedule 3.16 of the Disclosure Schedule , to use such trademarks, trade names, service marks, patents and copyrights, and, except to the extent set forth on Schedule 3.16 of the Disclosure Schedule , all of them are free and clear of any mortgages, liens, encumbrances, equities, licenses, claims, and obligations to other persons of whatever kind and character.

3.17 Insurance Policies . The insurance policies listed and described briefly in Schedule 3.17 of the Disclosure Schedule constitute all of the policies in force and effect in respect of the business, properties and assets, including, without limitation, insurance on personnel, of FFM. FFM is not in default under any such policy. The insurance policies so listed and identified are sufficient in nature, scope, and amounts to insure adequately (and, in any event, in amounts sufficient to prevent FFM from becoming a co-insurer within the terms of such policies) the business, properties, and assets of FFM. FFM has not been refused insurance by any insurance carrier to which it has applied for insurance.

3.18 Extraordinary Events . From the end of its most recent fiscal year to the date hereof, neither the business nor properties nor condition, financial or other, nor results of operations of FFM have been materially and adversely affected in any way as the result of any fire, explosion, accident, casualty, labor disturbance, requisition, or taking of property by any governmental body or agency, flood, embargo, or Act of God or the public enemy, or cessation, interruption, or diminution of operations, whether or not covered by insurance.

3.19 Adverse Restrictions . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not events that of themselves or with the giving of notice or the passage of time or both, could constitute, on the part of FFM, a violation of or conflict with or result in any breach of, or default under the terms, conditions, or provisions of, any judgment, law, or regulation, or of the Certificate of Incorporation or By-Laws of FFM, any agreement or instrument to which FFM is a party or by which it is bound, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever on the property or assets of FFM and no such event of itself or with the giving of notice or the passage of time or both will result in the acceleration of the due date of any obligation of FFM.

3.20 Material Information . Neither the Financial Statements nor this Agreement (including the Schedules and Exhibits hereto) nor any certificate or other information or document furnished or to be furnished by either FFM or Shareholders to Purchaser contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make the statements herein or therein not misleading.

3.21 Certain Transactions . None of the officers, directors, or employees of FFM is presently a party to any transaction with FFM (other than for services as officers, directors, and employees), including, without limitation, any contract, agreement, or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director, any such employee, any member of a family of any officer, director, or such employee or any corporation, partnership, trust, or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, or partner.

3.22 No Governmental Authorizations or Approvals Required . No authorization or approval of, or filing with, any governmental agency, authority, or other body will be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.23 Employee Benefit Plans .

Schedule 3.23 of the Disclosure Schedule contains a true, correct, and complete list of all pension, profit sharing, retirement, deferred compensation, welfare, insurance disability, bonus, vacation pay, severance pay, and other similar plans, programs, or agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by FFM and maintained at any time by FFM or by any other member (hereinafter, " Affiliate ") of a controlled group of corporations, group of trades, or businesses under common control or affiliated service group that includes FFM (as defined for purposes of Section 414(b), (c), and (m) of the Code) (collectively, the " Plans "). FFM has made available to Purchaser true, correct, and complete copies of all Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract, or other funding instrument, and true, correct, and complete written summaries of those that have not been reduced to writing. For each "defined benefit plan," FFM has made available a copy of the latest annual actuarial report, and for all Plans the latest Forms 3300. Except as set forth on Schedule 3.23 of the Disclosure Schedule , neither FFM nor any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has FFM or any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "). Neither FFM nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance that would cause them to incur any such liability. Neither FFM nor any Affiliate has ever maintained a Plan providing health or life insurance benefits to former employees. No plan previously maintained by FFM or its Affiliates that was subject to ERISA has been terminated; no proceedings to terminate any such plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of Subtitle C has occurred with respect to any such Plan, and no liability to the Pension Benefit Guaranty Corporation has been incurred. For each Plan, FFM and every Affiliate are in compliance with all requirements prescribed by all statutes, regulations, orders, or rules currently in effect, and they have in all respects performed all obligations required to be performed by them. Neither FFM nor any Affiliate, nor any of their directors, officers, employees, or agents, nor any trustee or administrator of any trust created under the Plans, have engaged in or been a party to any "prohibited transaction" as defined in Section 4973 of the Code and Section 406 of ERISA that could subject FFM or Purchaser or their affiliates, directors, or employees or the Plans or the trusts relating thereto or any party dealing with any of the Plans or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4973 of the Code. Except as set forth on Schedule 3.23 of the Disclosure Schedule , neither the Plans nor the trusts created thereunder have incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code and regulations issued thereunder, whether or not waived.

Each Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 301(a) of the Code; copies of all determination letters have been delivered to Purchaser; and nothing has occurred since the date of such determination letters that might cause the loss of such qualification or exemption. For each funded Defined Benefit Plan, the present value of the actuarial accrued liability, determined on a plan termination basis, does not exceed the fair market value of the assets held under such Plan, and there is no unpaid contribution for any Plan year ended prior to the Closing Date as required under Section 412 of the Code. For each Plan that is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing Date under the Plan terms and applicable law have been made.

Except as set forth on Schedule 3.23 of the Disclosure Schedule , all of the liabilities with respect to all of the Plans are accurately reflected in FFM's Financial Statements and FFM's Balance Sheet.

3.24 Continuing Representations . The representations and warranties of FFM and Shareholders herein contained (a) relating to non-tax matters shall survive the Closing for a period of three (3) years and (b) relating to tax matters shall survive the Closing for the applicable statute of limitations.

4. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF SHAREHOLDERS.

Each Shareholder hereby warrants and represents, on and as of the date of this Agreement and the Closing Date, as follows:

4.1 Due Authorization; Effect of Transaction . Each Shareholder has and will have at the Closing, full, lawful power and authority to enter into and to carry out the terms of this Agreement. This Agreement, when executed and delivered, shall constitute the legal and binding obligations of each Shareholder, enforceable against each Shareholder in accordance with their respective terms.

4.2 Acquisition for Own Account; No Registration . Each Shareholder is acquiring the Shares for his own account, for investment, and not with a view to the distribution thereof in violation of the federal Securities Act or of the State Laws. Each Shareholder understands that the Shares have not been registered under the Securities Act each or the State Laws, and that the Shares must be held by each Shareholder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable State Laws or is exempt from registration.

4.3 No Financial Representations . Neither the Purchaser nor each Shareholder has made any representation or warranty with respect to the future profitability or financial prospects of the Purchaser after the Closing Date.

4.4 Continuing Representations. The foregoing representations, warranties and agreements by each Shareholder shall remain operative and in full force and effect regardless of any investigation made or which could be made by, or on behalf of, any Shareholder, and shall be true as of the Closing Date with the same effect as though made at, and as of, such Closing Date, and shall survive such Closing Date without limitation.

5. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF PURCHASER .

Purchaser represents and warrants, covenants and agrees that:

5.1 Organization and Corporate Power . Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases properties, conducts operations, or maintains a stock of goods, with full power and authority (corporate and other) to carry on the business in which it is engaged (a true and correct list of each such jurisdiction is set forth in Schedule 5.1 of the Disclosure Schedule ) and to execute and deliver and carry out the transactions contemplated by this Agreement.

5.2 Due Authorization; Effect of Transaction . No provision of Purchaser's Certificate of Incorporation or By-Laws, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser is a party or by which it is bound, has been, or will be violated by the execution by Purchaser of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms. Purchaser is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate of Incorporation or By-Laws.

5.3 Capitalization . The authorized capital stock of the Purchaser consists of one hundred fifty million (150,000,000) shares of common stock, having a par value of $0.0001 per share, of which one million five hundred thousand (1,500,000) shares are issued and outstanding, and ten million (10,000,000) shares of preferred stock, having a par value of $0.001 per share, of which none are issued and outstanding. The Shares have been duly and validly authorized, and is duly and validly issued, fully paid and non-assessable. Except as set forth on Schedule 5.3 of the Disclosure Schedule , the Shares are free and clear of any and all claims, liens, pledges, charges, encumbrances, mortgages, security interests, options, preemptive or other rights, restrictions on transfer, or other interests or equities or imperfections of title whatsoever. There are no other equity securities of FFM outstanding on the date hereof and there are no existing warrants, preemptive or other rights, options, calls, commitments, conversion privileges, or other agreements (all of the foregoing being collectively called " Purchaser Options ") obligating FFM to issue any or all of its authorized and unissued capital stock, or any security convertible into and/or exchangeable for capital stock of the FFM. The FFM has no capital stock of any class authorized or outstanding except as identified herein. The Shares represent one hundred percent (100%) of the issued and outstanding capital stock of the FFM. To the Best Knowledge of the Shareholders, the Shares and Options issued to date by the FFM or any subsidiary were issued in transactions exempt from registration under the Securities Act and under applicable state securities or the State Laws. To the Best Knowledge of the Sellers, none of said corporations has or will have violated the Securities Act or the State Laws in connection with the issuance of any shares of capital stock or other securities from the date of incorporation through the Closing Date.

5.4 Subsidiaries . Except as set forth in Schedule 5.4 of the Disclosure Schedule , Purchaser does not own, directly or indirectly, any of the capital stock of any corporation, association, trust or similar entity, any interest in the equity of any partnership or similar entity, any share in any joint venture, or any other equity or proprietary interest in any entity or enterprise, however organized and however such interest may be denominated or evidenced.

5.5 Litigation and Compliance with Laws . The Purchaser has not been involved in any litigation or legal or other actions, suits, proceedings, or investigations, at law or in equity or admiralty, or before any federal, state, municipal, or other governmental department (including, without limitation, the National Labor Relations Board), commission, board, agency, or instrumentality, domestic or foreign, in which Purchaser or any of its officers or directors, in such capacity, is engaged, or, to the knowledge and belief of Purchaser, with which Purchaser or any of its officers or directors is threatened in connection with the business or affairs or properties or assets of Purchaser. Purchaser is and at all times since its inception has been in compliance with all laws and governmental rules and regulations, domestic and foreign, and all requirements of insurance carriers, applicable to its business or affairs or properties or assets, including, without limitation, those relating to environmental protection, water or air pollution, and similar matters.

5.6 No Governmental Authorizations or Approvals Required . No authorization or approval of, or filing with, any governmental agency, authority, or other body will be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

5.7 Continuing Representations . The representations and warranties of Purchaser herein contained (a) relating to non-tax matters shall survive the Closing for a period of three (3) years and (b) relating to tax matters shall survive the Closing for the applicable statute of limitations.

6. COVENANTS AND AGREEMENTS .

6.1 FFM's Covenants and Agreements Pending Closing . FFM, from the date hereof to the Closing Date,

(a) will operate its business in the normal, usual, and customary manner in the ordinary and regular course of business;

(b) will not sell or otherwise dispose of any of its properties or assets, other than inventory of finished goods sold in the ordinary course of business;

(i) will not amend or terminate any outstanding lease, contract, or agreement,

(ii) will not incur any obligations or liabilities (fixed, contingent, or other), and

(iii) will not enter into any commitments;

(d) will not make any unusual transactions in its inventory or any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements;

(e) will not discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts now existing or hereafter entered into in the ordinary course of business, and commitments under leases now existing;

(f) will not mortgage, pledge, or subject to lien or any other encumbrances, any of its assets, tangible or intangible unless such mortgage, pledge, lien, or encumbrance is discharged before the Closing;

(g) will not sell or transfer any tangible asset or cancel any debts or claims except in each case in the ordinary course of business;

(h) will not sell, assign, or transfer any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets;

(i) will not increase the compensation payable or to become payable to any of its officers, employees, or agents;

(j) will not suffer any material damage, destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any governmental authority;

(k) will not waive any rights of substantial value; or

(l) will not enter into any other transaction or transactions that individually or in the aggregate are material to FFM.

7. CONDITIONS OF PURCHASER'S OBLIGATIONS .

The obligations of Purchaser hereunder are subject to the fulfillment to the reasonable satisfaction of the Purchaser, prior to or at the Closing, of each of the following conditions:

7.1 Opinion of FFM's Counsel . FFM shall have furnished Purchaser with an opinion, dated the Closing Date, of Burt, Blee, Dixon, Sutton & Bloom, counsel for FFM, substantially in the form set forth in Exhibit C .

7.2 No Opposition . No suit, action, or proceeding shall be pending or threatened at any time prior to or on the Closing Date before or by any court or governmental body (a) seeking to restrain or prohibit, or to obtain damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; or (b) that might materially and adversely affect the business or properties or condition, financial or other, or results of operations of FFM.

7.3 Employments Agreements . Rodney J. Sinn (“ Sinn ”) and Robin W. Hunt (“ Hunt ”) shall have executed and delivered to Purchaser Employment Agreements, in substantially the form of Exhibit D and Exhibit E, hereto.

7.4 Non-Competition Agreement . Sinn and Hunt shall have executed and delivered to Purchaser Non-Competition Agreements, in substantially the form of Exhibit F and Exhibit G, hereto.

7.5 Escrow Agreement . The Shareholders shall have executed and delivered to the Purchaser an Escrow Agreement, in substantially the form of Exhibit B, hereto.

7.6 Permits, Etc. FFM shall have assigned to Purchaser, or Purchaser shall have obtained, all such permits, licenses, approvals, authorizations, variances, agreements, and warranties from federal, state, and local governmental authorities, which Purchaser shall, in the exercise of its sole discretion, deem necessary or desirable for the operation by Purchaser of the businesses of FFM after the Closing.

7.7 Insurance . FFM shall have obtained appropriate binders or consents as to policies of insurance to be assigned to Purchaser hereunder.

7.8 Representations and Covenants . The representations and warranties of FFM and Shareholders contained in this Agreement or otherwise made in writing by it or him or on its or his behalf pursuant hereto or otherwise made in connection with the transactions contemplated hereby shall be true and correct at and as of the Closing Date with the same force and effect as though made on and as of such date; each and all of the covenants, agreements, and conditions to be performed or satisfied by FFM or Shareholders hereunder at or prior to the Closing Date shall have been duly performed or satisfied; and FFM and Shareholders shall have furnished Purchaser with such certificates and other documents evidencing the truth of such representations and warranties and the performance and satisfaction of such covenants, agreements, and conditions as Purchaser shall have reasonably requested.

7.9 Satisfaction of Counsel . The validity of all transactions herein mentioned, as well as the form and substance of all opinions, bills of sale, assignments, deeds, stock powers, certificates, documents, and other instruments hereunder, shall be satisfactory in all reasonable respects to Weintraub Law Group PC, counsel to Purchaser.

7.10 Instruments of Transfer . The Shareholders shall have delivered to Purchaser the FFM Shares by delivery to Purchaser of the stock certificates representing the FFM Shares duly executed in blank or accompanied by duly executed stock powers in blank.

7.11 Tax Waiver . FFM shall have received copies of a waiver of lien certificate from the appropriate tax authorities of all applicable jurisdictions (other than the U.S. Internal Revenue Service).

7.12 Payments to Bank and Lender . All obligations of FFM to those parties set forth in Schedule 7.12 of the Disclosure Schedule shall have been paid in full, a new loan in the amount of $[amount] with [name of institution] shall be in place, and each party set forth on Schedule 7.12 of the Disclosure Schedule shall have released all security interests it may have in the property owned by FFM.

7.13 Termination of Stock Purchase Agreement . The Termination Agreement of the Stock Purchase Agreement between FFM and it Shareholders shall be executed and delivered to the Purchaser, substantially in the form set forth in Exhibit H , hereto.

7.14 Lock-up Agreement . The Shareholders shall have executed and delivered a Lock-Up Agreement, substantially in the form set forth in Exhibit I , hereto.

7.15 Resignations . Derrick Brooks, Tracey A. White and A. Dale Bloom shall have submitted their resignations as officers and directors effective on or before the Closing Date.

7.16 Diligence . Purchaser shall have completed its diligence review of the business, properties, assets, and liabilities of FFM, with results satisfactory to Purchaser.

8. CONDITIONS OF FFM'S AND SHAREHOLDERS’ OBLIGATIONS .

The obligations of FFM and Shareholders hereunder are subject to the fulfillment to the reasonable satisfaction of FFM and Shareholders prior to or at the Closing of each of the following conditions:

8.1 Opinion of Purchaser's Counsel . Purchaser shall have furnished FFM and Shareholders with an opinion, dated the Closing Date, of Weintraub Law Group PC, counsel for Purchaser, in the firm set forth in Exhibit J , hereto.

8.2 Representations and Covenants . The representations and warranties of Purchaser contained in this Agreement or otherwise made in writing by it or on its behalf pursuant hereto or otherwise made in connection with the transactions contemplated hereby shall be true and correct at and as of the Closing Date with the same force and effect as though made on and as of such date; each of the covenants, agreements, and conditions to be performed or satisfied by Purchaser hereunder at or prior to the Closing Date shall have been duly performed or satisfied; and Purchaser shall have furnished FFM and Shareholders with such certificates or other documents evidencing the truth of such representations and warranties and the performance and satisfaction of such covenants, agreements, and conditions as FFM and Shareholders shall have reasonably requested.

8.3 No Opposition . No suit, action, or proceeding shall be pending or threatened on the Closing Date before or by any court or governmental authority seeking to restrain or prohibit the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

8.4 Employments Agreements . FFM shall have executed and delivered to Sinn and Hunt Employment Agreements, in substantially the form of Exhibit D and Exhibit E , hereto.

8.5 Non-Competition Agreement . FFM shall have executed and delivered to Sinn and Hunt Non-Competition Agreements, in substantially the form of Exhibit F and Exhibit G , hereto.

8.6 Escrow Agreement . The Purchaser shall have executed and delivered to the Shareholders an Escrow Agreement, in substantially the form of Exhibit B , hereto.

8.7 Instruments of Transfer . Purchaser shall have delivered to Shareholders the Shares by delivery to Shareholders of the stock certificates representing the Shares.

8.8 Payments to Bank and Lender . All obligations of FFM to those parties set forth in Schedule 7.12 of the Disclosure Schedule shall have been paid in full, a new loan in the amount of $[amount] with [name of institution] shall be in place, and each party set forth on Schedule 7.12 of the Disclosure Schedule shall have released all security interests it may have in the property owned by FFM.

9. INDEMNIFICATION BY FFM AND SHAREHOLDERS .

9.1 Indemnification .

(a) FFM, Rodney J. Sinn and Robin W. Hunt (collectively, the " Selling Parties ") hereby agree jointly and severally to indemnify, defend, and hold Purchaser and its Affiliates (collectively with Purchaser, the " Purchasing Parties ") harmless from and against the amount of any actual (or potential in the case of any litigation or claims by any person not a party to this Agreement) damage, loss, cost, or expense (including reasonable attorneys' fees and settlement costs) to Purchasing Parties (" Loss ") occasioned or caused by, resulting from, or arising out of:

(i) Any failure by a Selling Party to perform, abide by, or fulfill any of the agreements, covenants, or obligations set forth in or entered into, in connection with this Agreement to be so performed or fulfilled by such Selling Party.

(ii) Any material inaccuracy in or breach of any of the representations or warranties set forth in this Agreement, or any certificate or Schedule or other writing furnished pursuant hereto.

(iii) Any failure on the part of Purchaser to withhold from the Purchase Price any amount due by either FFM to any governmental authority or other person that results in a loss to Purchaser.

(iv) Any claim, known or unknown, arising out of or by virtue of or based upon any liability or obligation of FFM.

(v) Any claim, known or unknown, arising out of or by virtue of or based upon any contract or agreement.

(vi) Any liability or obligation for any tort or any breach or violation of any contractual, quasi-contractual, legal, fiduciary, or equitable duty by any Selling Party, whether before, at, or after the Closing.

The amount of any Loss shall be the amount of cash reimbursement or set-off that, when received by the Purchasing Party or Purchasing Parties incurring such loss, shall place such Purchasing Party or Purchasing Parties in the same financial position it or they would have been in if such Loss has not occurred.

9.2 Notice of Claim . Purchasing Parties shall give prompt written notice to Selling Parties of any claim (actual or threatened) or other event that in the judgment of either Purchasing Party might result or has resulted in a Loss by a Purchasing Party hereunder, and Selling Parties shall have the right to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Selling Parties, who shall conduct the defense of such claim (actual, threatened, or asserted) or litigation, shall be reasonably satisfactory to the Purchasing Parties, and Purchasing Parties may participate in such defense at their expense, and provided, further, that the omission by Purchasing Parties to give notice as provided herein shall not relieve Selling Parties of their obligations hereunder except to the extent that the omission results in a failure of actual notice to the Selling Parties and Selling Parties are damaged solely as a result of the failure to give notice. No Selling Party, in the defense of any such claim or litigation, shall, except with the consent of each Purchasing Party, consent to the entry of any judgment or decree or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchasing Parties of a release from all liability in respect to such claim or litigation, and no Selling Party shall have liability with respect to any payment made by a Purchasing Party in connection with the settlement, satisfaction, or compromise of any claim unless the Selling Parties shall have approved thereof in advance in writing, which approval shall not unreasonably be withheld or delayed. If the Purchasing Parties shall not have received notice that the Selling Parties shall assume the defense of such claim within twenty (20) days after the notice is sent to the Selling Parties of the existence of such claim, the Purchasing Parties shall be free to proceed with the defense of such claim. Each such notice shall be accompanied (or followed as promptly as is reasonably practicable after the amount of such Loss becomes determinable) by a certificate signed by the President of Purchaser, and setting forth in reasonable detail the calculation of the amount of such Loss in accordance with the provisions hereof, and accompanied by copies of all relevant documents and records. The omission to give such notice or provide such certificate by Purchasing Parties shall not relieve Selling Parties of their obligation under this Section 9.2 except to the extent such omission results in a failure of actual notice to the Selling Parties and Selling Parties are damaged solely by such failure to give notice. No Loss shall be considered to have occurred with respect to any payment made by any Purchasing Parties in settlement, satisfaction, or compromise of any claim unless the Selling Parties shall have approved thereof in advance and in writing.

9.3 Reimbursement . Purchasing Parties shall have the right to receive prompt reimbursement from FFM of an amount equal to the amount of all Losses incurred by Purchasing Parties. Purchasing Parties shall deliver to Selling Parties a written notice explaining the nature and amount of each such set-off or required reimbursement as promptly as is reasonably practicable after Purchasing Parties shall have determined to require such reimbursement. Purchasing Parties may require such reimbursements in any order they choose.

9.4 Escrow Agreement . The Shareholders shall collectively place fifty thousand (50,000) of the Shares in escrow, pursuant to the Escrow Agreement attached hereto as Exhibit B , to secure the payment of any Losses incurred pursuant to this Section 9 of the Agreement.

10. NON-COMPETITION .

10.1 Non-Competition . Each Shareholder severally agrees and covenants that each Shareholder shall not, without the prior written consent of the Purchaser, directly or indirectly, anywhere within the territory in which the Purchaser or FFM conducts its real estate mortgage and lending business (the " Restricted Territory ") for a period from the date hereof until three (3) years following the date hereof: (1) form, acquire, finance, assist, support, or become associated as an employee, agent, partner, shareholder, coventurer or otherwise, directly or indirectly, with, or engage in, a business which is similar to the FFM's real estate mortgage and lending business (including, but not limited to those states that it is licensed to do business) (any such business is hereinafter referred to as a " Competitive Business "); (2) for the purpose of conducting or engaging in any Competitive Business, call upon, solicit, advise or otherwise do, or attempt to do business with any suppliers, customers or accounts of FFM and Purchaser or take away or interfere or attempt to interfere with any customer, trade, business or patronage of FFM and Purchaser; or (3) interfere with or attempt to interfere with or hire any officers, employees, representatives or agents of FFM or Purchaser, or any of the Purchaser's subsidiaries or affiliates, or induce or attempt to induce any of them to leave the employ of FFM or Purchaser or any of the Purchaser's subsidiaries or affiliates, or violate the terms of their contract with any of them. Each Shareholder shall not use or disclose, after the date hereof, any proprietary information or know-how of FFM in any Competitive Business. In the event of a breach or a threatened breach by a Shaerholder or any of its affiliates of this Section 10.1, the FFM and Purchaer shall be entitled to an injunction restraining such breach without posting bond, but nothing herein shall be construed to prohibit FFM and Purchaser from pursuing any remedy available to FFM and Purchaser for such breach or such threatened breach.

10.2. Saving Clause . The FFM, Purchaser and each Shareholder intend that the covenants of Section 10.1 shall be deemed to be a series of separate covenants, one for each county of each and every state, country, province, municipality, territory or jurisdiction located in the Restricted Territory and one for each month of the period specified above. If, in any judicial proceeding, a court shall refuse to enforce any of such covenants, then such unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings.

11. BROKERAGE FEE .

FFM, Shareholders and Purchaser each represent that no broker has been involved in this transaction and each party agrees to indemnify and hold the others harmless from payment of any brokerage fee, finder's fee, or commission claimed by any party who claims to have been involved because of association with such party.

12. AMENDMENTS; WAIVERS .

This Agreement constitutes the entire agreement of the parties related to the subject matter of this Agreement, supersedes all prior or contemporary agreements, representations, warranties, covenants, and understandings of the parties. This Agreement may not be amended, nor shall any waiver, change, modification, consent, or discharge be affected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent, or discharge is sought.

Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation, or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of such term, condition, or breach of covenant, representation, or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party's right at a later time to enforce or require performance of such provision or of any other provision hereof; and no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision.

13. ASSIGNMENT; SUCCESSORS AND ASSIGNS .

This Agreement shall not be assignable by any party without the written consent of the others. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

14. SEVERABILITY .

If any provision or provisions of this Agreement shall be, or shall be found to be, invalid, inoperative, or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative, or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute, or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative, or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative, and enforceable to the maximum extent permitted in such jurisdiction or in such case.

15. COUNTERPARTS .

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and in pleading or proving any provision of this Agreement it shall not be necessary to produce more than one such counterpart. Fax signatures shall have the same force and affect as original signatures.

16. SECTION AND OTHER HEADINGS .

The headings contained in this Agreement are for reference purposes only and shall not in any way effect the meaning or interpretation of this Agreement.

17. NOTICES .

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, certified mail, return receipt requested:

(a) TO FFM OR SHAREHOLDERS : If to FFM or Shareholders:

Freedom Financial Mortgage Corporation

421 East Cook Road, Suite 200

Fort Wayne, Indiana 46825

Fax: 260-490-5004

Email: rsinn@ffmtg.net

with a copy to:

Burt, Blee, Dixon, Sutton & Bloom

1000 Standard Federal Plaza

200 East Main Street

Fort Wayne, Indiana 46802

Attention: A. Dale Bloom, Esq.

Fax: 260-422-3750

Email: _____________

(b) TO PURCHASER : If to Purchaser, to:

Titan Holdings, Inc.

421 East Cook Road, Suite 200

Fort Wayne, Indiana 46825

Fax: 260-490-5004

Email: bkistler@ffmtg.net

with a copy to:

Weintraub Law Group PC

10085 Carroll Canyon Road

Suite 210

San Diego, California 92131

Attention: Richard A. Weintraub

Fax: 858-566-7015

Email: Rick@weintraublawgroup.com

and/or to such other person(s) and address(es) as either party shall have specified in writing to the other.

18. GENDER .

Whenever used herein, the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders.

19. LAW TO GOVERN .

This Agreement shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of Indiana.

20. COURTS .

Any action to enforce, arising out of, or relating in any way to, any of the provisions of this Agreement may be brought and prosecuted in such court or courts located in Allen County, Indiana as is provided by law; and the parties consent to the jurisdiction of the court or courts located in Allen County, Indiana and to service of process by registered mail, return receipt requested, or in any other manner provided by law.

21. ARBITRATION .

If the parties hereto are unable to resolve any dispute with respect to claims arising hereunder within 30 days of written notice of such dispute by one party to the others, such dispute shall be settled by compulsory and binding arbitration by a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The parties agree that such arbitration shall be held in Fort Wayne Indiana.

IN WITNESS WHEREOF, FFM, Shareholders, and Purchaser have caused this Agreement to be executed as of the date first above written.


	Titan Holdings, Inc.

	By:	/s/
		Name: Brian Kistler
		Title: Chief Executive Officer


	Freedom Financial Mortgage Corporation

	By:	/s/
		Name: Rodney Sinn
		Title: President


		/s/
		Rodney J. Sinn


		/s/
		Robin W, Hunt


		/s/
		Derrick Brooks


		/s/
		Tracey A. White


		/s/
		A. Dale Bloom

EXHIBIT A

FFM SHARES TO SHARES

Shareholder	FFM Shares		Titan Shares
Rodney J. Sinn		41 Shares		298,038 Shares
Robin W. Hunt		29 Shares		210,808 Shares
Derrick Brooks		15 Shares		109,038 Shares
Tracey A. White		10 Shares		72,692 Shares
A. Dale Bloom		5 Shares		36,346 Shares

EXHIBIT B

ESCROW AGREEMENT

EXHIBIT C

OPINION LETTER OF COUNSEL FOR FFM AND THE SHAREHOLDERS

EXHIBIT D

SINN EMPLOYMENT AGREEMENT

EXHIBIT E

HUNT EMPLOYMENT AGREEMENT

EXHIBIT F

SINN NON-COMPETITION AGREEMENT

EXHIBIT G

HUNT NON-COMPETITION AGREEMENT

EXHIBIT H

TERMINATION AGREEMENT

EXHIBIT I

LOCK-UP AGREEMENT

EXHIBIT J

OPINION LETTER OF COUNSEL TO PURCHASER

DISCLOSURE SCHEDULE

Schedule 3.1

Jurisdictions

Florida

Georgia

Missouri

Colorado

Tennessee

Schedule 3.3

Financial Statements

Schedule 3.6

Capitalization

Schedule 3.9

Leases

Fort Wayne Real Estate Lease dated February 1, 2004

Florida lease?

Georgia lease?

Schedule 3.10

Personal Property

Schedule 3.11

Employment Arrangements

Schedule 3.12

Material Contracts and Arrangements

Schedule 3.14

Litigation and Compliance with Laws

Schedule 3.15

Tax Returns

Schedule 3.16

Trademarks, Licenses, Etc.

Schedule 3.17

Insurance Policies

Schedule 3.23

Employment Benefit Plans

Schedule 5.1

Titan Holdings Jurisdictions

Schedule 5.3

Titan Holdings Capitalization

Certain shareholders (of 150,000 shares of common stock) have anti-dilution rights. After the initial public offering, such shareholders shall maintain a 10% interest in the Purchaser. Shares will be issued to them to retain this 10% interest in the common stock of the Purchaser.

Schedule 5.4

Subsidiaries

Titan Investment Advisors, Inc.

ARTICLES OF INCORPORATION

NORTHERN BUSINESS ACQUISITION CORP.

The undersigned, being a natural person and acting as incorporator, does hereby adopt the following Articles of Incorporation for the purpose of forming a business corporation in the State of Maryland, pursuant to the provisions of the Maryland General Corporation Law.

FIRST: (1) The name of the incorporator is Kevin Wessell.

(2) The said incorporator’s address, including the street and number, if any, including the county or municipal area, and including the state or country, is 23404 W Lyons Avenue #223, City of Santa Clarita, County of Los Angeles, State of California 91321.

(3) The said incorporator is at least eighteen years of age.

(4) The said incorporator is forming the corporation named in these Articles of Incorporation under the general laws of the State of Maryland, to wit, the Maryland General Corporation Law.

SECOND: The name of the corporation (hereinafter called the “corporation”) is NORTHERN BUSINESS ACQUISITION CORP.

THIRD : The corporation is formed for the following purpose or purposes:

To have all of the powers conferred upon corporations organized under the provisions of the Maryland General Corporation Law.

FOURTH : The address, including street and number, if any, and the county or municipal area, of the principal office of the corporation within the State of Maryland, is 76 Cranbrook Rd., Cockeysville, County of Baltimore , MD 21020-3404.

FIFTH : The name and the address, including street and number, if any, and the county or municipal area, of the resident agent of the corporation within the State of Maryland is HIQ Maryland Corporation whose address is 516 North Charles St., 5 ^th Floor, Baltimore, County of Baltimore City , MD 21201 .

SIXTH : (1) The Corporation is authorized to issue 150,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock, the aggregate par value of both of which is $160,000.00.

(2) The Board of Directors of the corporation is authorized, from time to time, to issue any additional stock or convertible securities of the corporation without the approval of the holders of outstanding stock.

STATE OF MARYLAND

I hereby certify that this is a true ????? page document on file in this office ?????

STATE DEPARTMENT OF ?????

By: [SIGNATURE TO COME]

This stamp replaces our previous certification system. ?????

Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation

(3) Provisions, if any, governing the restriction on the transferability of any of the shares of stock of the corporation may be set forth in the Bylaws of the corporation or in any agreement or agreements duly entered into.

(4) To the extent permitted by Section 2-104(b)(5) of the Maryland General Corporation Law, notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion, than a majority of the votes entitled to be cast in order to take or authorize any action, any such, action may be taken or authorized upon the concurrence of at least a majority of the aggregate number of votes entitled to be cast thereon.

(5) No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

SEVENTH : (1) The number of directors of the corporation, until such number shall be changed by the Bylaws of the corporation, is one (1).

(2) The names of the individuals who will serve as directors of the corporation until their successors are elected and qualify are as follows:

Mark K Shaner

70 S Potomac St

Aurora, CO 80012

(3) The initial Bylaws of the corporation shall be adopted by the initial directors. Thereafter, the power to adopt, alter, and repeal the Bylaws of the corporation shall be vested in the Board of Directors of the corporation.

(4) The liability of the directors of the corporation is limited to the fullest extent permitted by the provisions of Section 2-405.2 of the Maryland General Corporation Law, as the same may be amended and supplemented.

(5) The corporation shall, to the fullest extent permitted by the Maryland General Corporation Law, as the same may be amended and supplemented, and, without limiting the generality of the foregoing, in accordance with Section 2-418 of said Maryland General Corporation Law, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Maryland General Corporation Law.

Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation

EIGHTH : From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed, and other provisions authorized by the Maryland General Corporation Law at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and any contract rights at any time conferred upon the stockholders of the corporation by these Articles of Incorporation are granted subject to the provisions of this Article.

IN WITNESS WHEREOF, I have adopted and signed these Articles of Incorporation and do hereby acknowledge that the adoption and signing are my act.

Dated: June 3, 2005

		/s/ Kevin Wessell
		Kevin Wessell, Incorporator

Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation

I hereby consent to my designation in this document as resident agent for Northern Business Acquisition Corp.



Signed /s/ Dawn A. Black
by: HIQ Maryland Corporation

Dawn A. Black Corporate Secretary

Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation

BYLAWS OF

NORTHERN BUSINESS ACQUISITION CORP.

Article 1

Offices

Section 1. Principal Place of Business . The principal place of business of the corporation shall be located at 76 Cranbrook Rd., Cockeysville, MD 21020-3404.

Section 2. Registered Agent . The name and address of the registered agent of the corporation within the State of Maryland is HIQ Maryland Corporation, 516 N. Charles St., 5 ^th Floor, Baltimore, MD 21201. The registered agent may be changed by the board of directors at any time.

Article 2

Shareholders

Section 1. Annual Meeting . The annual meeting of the shareholders shall be held on the third Thursday of the month of June in each year, at 10:00 a.m. (time) or at any other time or any other day that shall be fixed by the board of directors, for the purpose of electing directors and for the transaction of any other business that may come before the meeting. If the day fixed for the annual shall be a legal holiday in Maryland, the meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated in this bylaw for an annual meeting of the shareholders, or at any adjournment of the meeting, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2. Call of Special Meeting . Special meetings of the shareholders may be called by the president, the board of directors, or by the holders of not less than one-tenth of all outstanding shares of the corporation entitle to vote at the meeting.

Section 3. Place of Meeting . The board of directors may designate any place, either within or without Maryland, as the place of meeting for any annual or special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without Maryland, as the place for the holding of the meeting. If no designation is made, the place of meeting shall be the principal place of business of the corporation in Maryland.

Section 4. Notice of Meetings . Written notice stating the place, day and hour meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or other person authorized to give notice of the meeting, to each shareholder of record entitled to vote at the meeting; except that if all authorized shares are to be increased, at least thirty days’ notice shall be given. If mailed, the notice shall be deemed to be delivered when deposited in the United States mails, addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation, with postage on the notice prepaid. A waiver in writing signed by the shareholder entitled to notice, whether before, or after the time stated in the notice, shall be deemed equivalent to the giving of notice.

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Section 5. Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment of a meeting, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation shall fix in advance a date as the record date for any such determination of shareholders, the date in any case to be not more than seventy days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the first notice given to shareholders, shall be the record date for the determination of shareholders. When a determination of shareholders has been made as provided in this section, the determination shall apply to any adjournment of the meeting.

Section 6. Shareholders’ List . The officer or agent having charge of the stock transfer books for shares of the corporation shall make, before each meeting of shareholders, a complete record of the shareholders entitled to vote at the meeting or any adjournment of the meeting, arranged by voting groups and within each voting group by class or series, shall be in alphabetical order within each class or series, with the address of, and the number of shares of each class or series held by each shareholder. The shareholders’ list shall be available for inspection by any shareholder, beginning the earlier of ten days before the meeting for which the list was prepared or two business days after the notice of the meeting is given and continuing through the meeting, and any adjournment of the meeting, at the principal office of the corporation or at a place identified in the notice of the meeting in the city where the meeting will be held. The shareholders’ list shall be subject to the inspection on the written demand of any shareholder and, subject to restrictions of law, to copy the list during regular business hours and during the period it is available for inspection.

Section 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is required by the Maryland Business Corporation Act or the articles of incorporation. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At an adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum present.

Page 2 of 10

Section 8. Proxies . At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his or her duly authorized attorney-in-fact. The proxy shall be filed with the secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his or her proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The board of directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

Section 9. Voting of Shares . Each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 10. Representative Voting of Share. The following shall apply when shares are to be voted by a representative:

Shares standing in the name of another corporation, whether domestic or foreign, may be voted by the officer, agent or proxy as the bylaws of the other corporation may prescribe, or, in the absence of any such provision, as the board of directors of the other corporation may determine.

Shares held by an administrator, executor, personal representative, guardian or conservator may be voted by the fiduciary, either in person or by proxy, but no trustee shall be entitled to vote the shares without a transfer of the shares into the trustee’s name.

Shares standing in the name of a trustee may be voted by the trustee either in person or by proxy, but no trustee shall be entitled to vote the shares without a transfer of the shares into the trustee’s name.

Shares held by a minor or incompetent may be voted by the minor or incompetent in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to the vote the secretary of the corporation has actual knowledge that the shareholder is a minor, or that the shareholder has been adjudicated an incompetent or that judicial proceedings have been started for the appointment of a guardian.

Shares held in the names of joint tenants may be voted in person or by proxy by any one of the joint tenants, if no other individual joint tenant is present and claims the right to vote the shares or prior to the vote has filed with the secretary of the corporation a contrary proxy or a written denial of the authority of the person present to vote the shares.

Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer of the shares into the receiver’s name if authority is contained in an appropriate order of the court which appointed the receiver.

Page 3 of 10

A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the corporation, nor the shares held by another corporation if a majority of the shares entitled to vote for the election of directors of the other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders . Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter of the action.

Article 3

Board of Directors

Section 1. General Powers and Duties . The business and affairs of the corporation shall be managed by its board of directors. The directors shall perform their duties in good faith and in a manner reasonably believed to be in the best interests of the corporation.

Section 2. Number, Tenure and Qualifications . The number of directors of the corporation shall be fixed from time to time by resolutions of the board of Directors, but in no instance shall there be less than one director. Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified. Directors need not be residents of the state of Maryland or shareholders of the corporation.

Section 3. Annual Meetings . An annual meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of shareholders for the purpose or organization, election of corporate officers, election or appointment of other officers, agents or employees and for any other proper business. The board of directors may provide, by resolution, the time and place, either within or without Maryland, for the holding of additional regular meetings.

Section 4. Special Meetings . Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without Maryland, as the place for holding any special meeting of the board of directors called by them.

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Section 5. Notice of Meeting . Notice of any annual regular or special meeting shall be given at least two days prior to the meeting by verbal communication, or written notice delivered personally or be telex, telegram or radiogram. If mailed, the notice shall be given four days in advance and shall be deemed to be delivered when deposited in the United States mails, so addressed, with postage on the notice prepaid. If notice be given by telex, telegram or radiogram, the notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. A director may waive in writing, notice of a meeting, whether before, at, or after the time stated in the notice, and this shall be equivalent to the giving of the notice. The attendance of a director at a meeting shall constitute a wavier of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular, or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

Section 6. Quorum . A majority of the number of directors fixed in Section 2 of this Article 3 shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than the majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 7. Informal Action by Directors . If all the directors severally or collectively consent in writing to any action taken or to be taken by the corporation and the writing or writings evidencing their consent are filed with the secretary of the corporation, the action shall be as valid as though it had been authorized at a meeting of the board.

Section 8. Telephonic Meetings of Directors . The board of directors or any committee designated by the board may participate in any meeting of the board or committee by means of conference telephone or similar communications equipment that enables all participants in the meeting to hear each other at the same time. Participation shall constitute presence in person at the meeting.

Section 9. Removal of Directors . At a meeting called expressly for that purpose, the entire board of directors of any lesser number may be removed, with or without cause, by a majority vote of the shareholders in the manner provided by the Maryland Business Corporation Act.

Section 10. Vacancies . Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, unless the director was elected by a voting group of the shareholders, then the vacancy shall be filled in accordance with the provisions of the Maryland Business Corporation Act. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

Page 5 of 10

Section 11. Compensation . By resolution of the board of directors, each director, each director may be paid his or her expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation for his or her services.

Section 12. Presumption of Assent . A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director’s dissent is entered in the minutes of the meeting or unless the director shall file a written dissent to the action with the person acting as the secretary of the meeting before the adjournment of the meeting or forwards the dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action.

Section 13. Executive and Other Committees . The board of directors by resolution may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution, shall have all of the authority of the board of directors, except as otherwise provided by the Maryland Business Corporation Act.

Article 4

Officers

Section 1. Number and Qualifications . The principal officers of the corporation shall be a president, secretary, and a treasurer, each of whom shall be elected by the board of directors. Other officers (including one or more vice presidents), assistant officers, agents, and employees that the board of directors may deem necessary may be elected by the board or may be appointed in a manner prescribed by these bylaws. Any two or more offices may be held by the same person. The officers of the corporation shall be natural persons, eighteen years of age or older.

Section 2. Election and Term of Office . The principal officer of the corporation to be elected by the board of directors shall be elected annually by vote of the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. Officers shall hold office until their successors shall have been elected, appointed or chosen and have qualified or until their death or until they shall resign or are removed in the manner provided by these bylaws.

Section 3. Removal of Officers . Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served by removal of the officer or agent, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Page 6 of 10

Section 4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors.

Section 5. President . The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general, supervise and control all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the shareholders and of the board of directors. The president shall present at each annual meeting of the shareholders a report of the business of the corporation for the preceding fiscal year and shall periodically make reports of the corporation’s business to the board of directors. The president shall have general supervision of all other officers, agents and employees of the corporation, and in any case when the duties of the officers, agents or employees of the corporation are not specifically prescribed by the bylaws or by board resolution, they shall be supervised by the president. The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of the instrument shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of president and any other duties that may be prescribed by the board of directors from time to time.

Section 6. Vice Presidents . In the absence of the president or in the event of the president’s death, inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president. Any vice president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform any other duties that from time to time may be assigned by the president or by the board of directors

Section 7. Secretary . The secretary shall:

(a) Attend and keep the minutes of the proceedings of the shareholders and of the board of directors;

(b) See that notice of board of director and shareholder meetings are given in accordance with the provisions of the bylaws or as otherwise required by law;

(c) Be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to any documents requiring the seal;

(d) Sign with the president or a vice president, certificates for shares of the corporation, this issuance of which shall have been authorized by resolution of the board of directors;

Page 7 of 10

(e) Have general charge of the stock transfer books of the corporation;

(f) Keep a complete record of the shareholders on file in the principal place of business of the corporation, arranged in alphabetical order with the address of and the number of shares held by each shareholder; and

(g) In general perform all duties incident to the office of secretary and any other duties that from time to time may be assigned by the president or by the board of directors.

Section 8. Treasurer . The treasurer shall

(a) Keep correct and complete books and records of account on file in the principal place of business of the corporation;

(b) Have custody of and be responsible for all funds and securities of the corporation;

(d) Immediately deposit all corporate funds in a bank or other depository as may be designated by the board of directors;

(e) Disburse the funds of the corporation as may be ordered by the president of the board of directors;

(f) Render to the president of the board of directors, at any time, an account of all of the transactions of the corporation; and

(g) In general, perform the duties of the office of treasurer and any other duties that may be assigned by the president or by the board of directors.

Section 9. Assistant Secretaries and Assistant Treasurers . The assistant secretaries, when authorized by the board of directors, may sign with the president or vice president, certificates for shares of the corporation of the issuance of which shall have been authorized by a resolution of the board of directors. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in the sums and with the sureties that the board of directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform the duties that shall be assigned to them by the secretary or the treasurer respectively, or by the president of the board of directors.

Section 10. Salaries . The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving the salary by reason of the fact that he or she is also a director of the corporation.

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Article 5

Contracts, Loans and Checks

Section 1. Contracts . The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and the authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. This authority may be general or confined to specific instances.

Section 3. Checks and Drafts . AN checks, drafts or other others for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by any officer or officers, agent or agents of the corporation and in the manner that shall from time to time be determined by resolution of the board of directors.

Article 6

Certificates for Shares and Their Transfer

Section 1. Certificates for Shares . Each purchase of shares of the corporation shall be entitled to a certificate, signed by the president or a vice president and by the secretary or an assistant secretary and sealed with the corporate seal or a facsimile of the seal certifying the number of shares owned in the corporation. The signatures of the officers on a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The certificate representing shares shall state on the face that the corporation is organized under the laws of this state; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which the certificate represents. Restrictions imposed by the corporation on the transferability of the shares shall be noted conspicuously on the certificate.

Section 2. Transfer of Shares . The name and address of the person to whom the shares represented are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record of the shares or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by an attorney authorized by power of attorney duly executed and filed wit the secretary of the corporation, and on surrender for cancellation of the certificate for the shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner of the shares for all purposes, except as otherwise authorized or provided in the bylaws.

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Section 3. Replacement of Lost or Destroyed Certificates . The board of directors may direct a new certificate for shares to be issued in place of any certificate previously issued by the corporation alleged to have been lost or destroyed, on the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing the issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance of the new certificate, require the owner of the lost or destroyed certificate, or that person’s legal representative, or attorney in fact, to give the corporation a bond in twice the value of the shares as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Article 7

Corporate Seal

The board of directors shall adopt a corporate seal which shall be circular in form and shall have inscribed on the periphery the name of the corporation and the state of incorporation. In the center of the seal there shall be the work “Seal”.

Article 8

Amendments

The board of directors may amend the bylaws at any time to add, change, or delete a provision. The shareholders may also amend the bylaws.

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EXHIBIT B

[CORPORATE FINANCE ADVISORY SERVICES AGREEMENT]

CORPORATE FINANCE ADVISORY SERVICES AGREEMENT

FRIEDLAND CORPORATE INVESTOR SERVICES LLC [“FRIEDLAND”] hereby agrees to provide to Northern Business Acquisition Corp. [the “Company”] corporate finance advisory services specifically and primarily designed to identify s privately-held merger or acquisition target with historical and ongoing business operations for the Company, with the objective of the Company combining with the target and having its post-transaction shares become publicly-traded in the United States.

1. General Summary of Advisory Services

FRIEDLAND agrees to provide to the Company general advisory services, which shall include:

[a]

Identification of appropriate merger or acquisition candidates with historical and ongoing business operations

[b]

Assistance with negotiations with the target company (the “Target”)

2. Costs for Advisory Services

2.1

Payment in Shares . The advisory services to be provided by FRIEDLAND shall commence upon the receipt by FRIEDLAND of an executed copy of this Advisory Services Agreement and the issuance by the Company to FRIEDLAND (or designees of FRIEDLAND) of shares of the common stock of the Company [the “Stock”], with the understanding that the Stock shall represent no less than 10% of the Company’s shares outstanding, on a fully diluted basis, after the acquisition of, or merger with, the Target.

2.2.	Stock Certificates . Certificates representing the Stock shall be registered in FRIEDLAND’s name [or designees of FRIEDLAND] [or an appropriate book entry shall be made]. Certificates shall be issued to FRIEDLAND and registered in the name of FRIEDLAND [or designees of FRIEDLAND].

2.3

Adjustments to Stock . If there is any change, increase or decrease, in the outstanding shares of the Company’s common stock which is effected without receipt of additional consideration by the Company, by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination or exchange of stock, or other similar circumstances, or if there is a spin-off or other distribution of assets to the Company’s stockholders, other than the acquisition of the Target, the Company shall make an appropriate adjustment in the aggregate number of shares of Stock. Such adjustment shall be identical to the adjustment made generally with respect to outstanding shares of the Company’s common stock. Any additional securities or other property issued to FRIEDLAND as a result of any of the foregoing events shall continue to be subject to the terms of this Agreement to the same extent as the Stock giving rise to the right to receive such additional securities or other property.

3. Disclosure

Additionally, it is acknowledged that FRIEDLAND, or an affiliate of FRIEDLAND may enter, or has entered into a services agreement with many or all the potential merger or acquisition candidates to which FRIEDLAND will introduce the Company, and that FRIEDLAND, or an affiliate of FRIEDLAND may be receiving cash fees from the Target.

4. Representation and Warranties

4.1

Company . The Company represents and warrants to FRIEDLAND as follows: [i] The Company has been duly formed; [ii] the execution of this Agreement has been duly authorized by the Company and does not require the consent of or notice to any party not previously obtained or given, and [iii] The Company shall indemnify and save FRIEDLAND harmless against any claims, damages, liabilities and causes of action, including but not limited to reasonable attorney fees, which arise by reason of the consulting services provided by FRIEDLAND hereunder, or by reason of an act FRIEDLAND may do on behalf of, or at the request of the Company, providing that FRIEDLAND’s actions and activities in providing consulting services hereunder, and any such act undertaken by FRIEDLAND on behalf of, or at the request of the Company, actions or activities are consistent with the provisions of this Agreement are undertaken in good faith, and do not involve gross negligence or wanton willful misconduct by FRIEDLAND.

4.2

FRIEDLAND . FRIEDLAND represents and warrants to the Company as follows: [i] FRIEDLAND has been duly formed under the laws of the State of Colorado; [ii] the execution of this Agreement and the performance of FRIEDLAND’S obligations hereunder does not require the consent of or notice to any party not previously obtained or given, and, there is nothing that prohibits or restricts the execution by FRIEDLAND of this Agreement or its performance of its obligations hereunder.

4.3

FRIEDLAND’s investment Representations . FRIEDLAND acknowledges that the Stock to be issued by the Company pursuant to this Agreement has not been registered under the Securities Act, or any applicable state securities laws, and is being offered and sold pursuant to exemptions from such registration requirements based in part upon FRIEDLAND’s representations and acknowledgments contained in this Agreement, including the following:

[a]

FRIEDLAND warrants and represents to the Company that FRIEDLAND is acquiring the Stock on FRIEDLAND’s own account for investment and not with a view to or for sale in connection with any distribution of the Stock or with any present intention of distributing or selling the Stock and Participant does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause FRIEDLAND to sell the Stock;

[b]

FRIEDLAND acknowledges that FRIEDLAND must bear the economic risk of this investment indefinitely unless the Stock is registered pursuant to the Securities Act and applicable state securities laws or an exemption from such registration is available;

[c]

FRIEDLAND understands there is no assurance that any exemption from registration under the Securities Act and applicable state securities laws will be available in the future; and

[d]

FRIEDLAND represents that, by reason of FRIEDLAND’s relationship with the Company and FRIEDLAND’s business and financial expertise, FRIEDLAND has the capacity to protect FRIEDLAND’s own interests in connection with the transactions contemplated by this Agreement.

5. Covenants

Each of FRIEDLAND and the Company covenant that it will diligently, skillfully and in good faith do and perform the acts and duties required herein.

6. Miscellaneous

6.1	Rights as a Stockholder . FRIEDLAND shall have, with respect to the Stock, all of the rights of a stockholder of the Company, including the right to vote the Stock and the right to receive any dividends or other distributions with respect thereto.

6.2	Validity of Share Issuance. The shares of Stock have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.

6.3	Further Action . The parties agree to execute such further instruments and to take such further action as reasonably may be necessary to carry out the intent of this Agreement.

6.4

Notice . All notices, requests, demands, directions and other communications [“Notices”] provided for in this Agreement shall be in writing and shall be mailed or delivered personally or sent by facsimile to the applicable Party at the address of such Party set forth below in this Section 6.4. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the third business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective on the first business day on which or after which it is delivered to the address for the respective Party set forth in this Section 6.4. When sent by facsimile, each such Notice shall be effective on the first business day on which or after which it is sent. Each such Notice shall be addressed to the Party to be notified as shown below:

THE COMPANY:

Northern Business Acquisition Corp,

Attention: Mark Shaner

70 South Potomac

Aurora, CO 80012

Fax: (303)865-1056

FRIEDLAND:

FRIEDLAND CORPORATE INVESTOR SERVICES LLC

Attention: Jeffrey O. Friedland, Managing Member

36 Steele Street Suite 10

Denver, CO 80206

Fax: 1-212-202-4436

Either Party may change its respective address for purposes of this Section 6.4 by giving the other Party Notice of the new address in the manner set forth above.

6.5

Severability . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be or become prohibited or invalid in whole or in part for any reason whatsoever, that provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remaining portion of that provision or the remaining provisions of this Agreement.

6.6	Non-Waiver. The waiver of any Party of a breach or a violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Agreement.

6.7

Amendment . No amendment or modification of this Agreement shall be deemed effective unless and until it has been executed in writing by the Parties to this Agreement. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by a written instrument that has been executed by the Party charged with such waiver or estoppel.

6.8

Inurement . This Agreement shall be binding upon all of the Parties, and it shall benefit, respectively, each of the Parties, and their respective employees, agents and successors. Except as expressly provided herein, there are no third party beneficiaries to this Agreement, and this Agreement shall not be assignable by any party.

6.9	Headings . The headings to this Agreement are for convenience only, they form no part of this Agreement and shall not affect its interpretation.

6.10	Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single instrument.

6.11

Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in Denver, Colorado by arbitration [except as provided below], in accordance with the rules then obtaining, of the American Arbitration Association [the “Association”]. If the subject of the arbitration involves an intellectual property, corporate, or bankruptcy matter, as determined by the Association, then the arbitrator(s) shall have had experience in that subject. The Association is authorized to make arrangements for this arbitration, to be held under these rules in any locality in the United States agreed upon by the parties or as designated by the Association. In addition, in the event of a dispute for which the aggrieved party seeks immediate equitable relief, including without limitation an injunction, the appropriate action may be brought in any court with appropriate jurisdiction, provided that any such equitable relief shall be subject to modification by the court after completion of arbitration of the dispute. This Agreement shall be enforceable, and judgment upon any award rendered by all or a majority of the arbitrators may be entered, in any court of any county having jurisdiction,

6.12	Choice of Law . This Agreement shall be construed in accordance with the laws of the State of Colorado of the United States without regard to conflicts of laws principles.

IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date set forth below.



*NORTHERN BUSINESS ACQUISITION CORP.*


/s/ Mark Shaner
Mark Shaner
Title PRESIDENT
Date 6-17-05


*FRIEDLAND CORPORATE INVESTOR SERVICES LLC*


By: /s/ Jeffrey O. Friedland		6-17-05
Jeffrey O. Friedland, Managing Director Member		Date

EXHIBIT C

[FORM OF STOCK CERTIFICATE]

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF TITAN HOLDINGS, INC.

Titan Holdings, Inc., a Maryland Corporation certifies that:

1. Brian Kistler is the President and Chief Financial Officer of Titan Holdings, Inc, a Maryland corporation. Robin Hunt is the Secretary of Titan Holdings, Inc.

2. The Board of Directors of Titan Holdings, Inc. has approved the following amendments to the Articles of Incorporation:

Article 3 of the Articles of Incorporation is amended to read in its entirety as follows:

(A) The corporation is authorized to issue two classes of stock. The number of authorized Common shares is One Hundred Fifty Million (150,000,000) at $.001 par value. The number of authorized Preferred shares is Ten Million (10,000,000) at $.001 par value, the aggregate par value of both of which is $160,000.00. The corporation is authorized to issue one class of preferred stock, designated, “Class A.” The number of authorized Class A shares is One Million (1,000,000). The Class A shares shall be offered at a price of One Dollar ($1.00) per share.

(B) A statement of the rights, preferences, privileges, and restrictions granted to or imposed on the Class A series of shares or on their holders is as follows:

(i) Dividend Rights . The holders of the Preferred shares of each series shall be entitled to receive, when and as declared by the Board of Directors, out of any assets at the time legally available, dividends in cash at the respective rates fixed for that series, and no more. Those dividends shall be payable quarterly on last day of March, June, September, and December in each year to holders of Preferred shares of record on a date not more than 60 nor fewer than 10 days preceding each respective payment date as specified by the Board of Directors or, if not so specified, as provided by law, except that, preceding any of those dates, the initial dividend on the Preferred shares may be paid on the next succeeding quarterly dividend payment date.

(a) Those dividends shall accrue and be cumulative as follows: As to shares issued when no other shares of the same series are outstanding, from the date of issuance; as to shares issued when other shares of the same series are outstanding, from that date as shall make the dividend rights per share of the shares being issued uniform with the dividend rights per share of the shares then outstanding of that series, excluding rights to dividends declared and directed to be paid to shareholders of record as of a date preceding the date of issuance of the shares being issued. Dividends on Preferred shares shall accrue at the respective rates fixed for those shares whether or not those dividends are earned. Each Preferred share shall rank with each other Preferred share, irrespective of series, on a parity, proportionately, with respect to dividends at the respective rates fixed for that series, and no dividends shall be declared or paid or set apart for payment on the Preferred shares of any series unless at the same time a dividend, bearing the same proportion to the applicable dividend accrual, shall also be declared or paid or set apart for payment, as the case may be, on the Preferred shares of each other series then outstanding. An accumulation of dividends on Preferred shares shall not bear interest.

(b) Dividends shall be declared and paid in full for all previous quarterly dividend periods, and declared and paid or set apart for payment in full for the current quarterly dividend period, before the corporation makes any distribution (as defined below) to the holders of common shares. ''Distribution'' in this paragraph (a) means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the corporation that are junior to the Preferred shares as to dividends or assets). The time of any distribution by way of dividend shall be the date the dividend is declared, and the time of any distribution by purchase or redemption of shares or otherwise than by dividend shall be the day cash or property is transferred by the corporation, whether or not pursuant to a contract of an earlier date; provided that, when a debt obligation that is a security is issued in exchange for shares, the time of the distribution is the date when the corporation acquires the shares in that exchange. At any time after all dividends on the Preferred shares of all series for all previous quarterly dividend periods shall have been declared and paid in full and dividends on the outstanding Preferred shares of all series for the current quarterly dividend period have been declared and paid or set apart for payment in full, distributions (as defined above) may be made to the holders of Common shares out of any assets at the time legally available for that purpose, subject, however, to the observance of any limitations then existing by reason of paragraphs (d) or (e) of this Article IV.

(ii) Redemption . Any or all of the Preferred shares of any series may be redeemed if the shares are registered under the Securities Act of 1933. If the Company has not registered the shares within two (2) years the shareholder will have an automatic right to redeem the shares at a price or prices per share fixed for that series, plus an amount equal to all accrued and unpaid dividends on those shares to and including the date fixed for redemption, that sum referred to in this Article IV as the ''redemption price.'' If the resolution or resolutions fixing the terms of the Preferred shares of any series shall so provide, the redemption price or prices at which the Preferred shares of that series may be redeemed may vary depending on the time or circumstances of redemption. The resolution fixing the terms of any series may also fix the price or prices at which the shares of that series may be redeemed for the purpose of any sinking fund provided for that series by that resolution. In case of the redemption of fewer than all Preferred shares of a particular series at the time outstanding, the shares of the series to be redeemed shall be selected by the corporation pro rata or by lot. Fewer than all of the Preferred shares at any time outstanding may not be redeemed until all dividends accrued and in arrears on all Preferred shares outstanding shall have been paid for all past dividend periods.

(a) The corporation shall give notice of any redemption as provided in this subparagraph (c). The notice of redemption shall set forth the series of Preferred shares or the part of any series of Preferred shares to be redeemed, the date fixed for redemption, the redemption price, if the shares are convertible, the then-current conversion price (as defined with respect to the convertible shares) and the date of termination of the right to convert, and, if the shares are certificated securities, the place or places at which the shareholders may obtain payment of the redemption price on surrender of their share certificates.

(b) The corporation shall mail a copy of the notice, postage prepaid, to each holder of record of shares to be redeemed as of the date of mailing or as of a record date lawfully fixed, addressed to the holder at the holder's address appearing on the books of the corporation or given to the corporation for the purpose of notice, of if no such address appears or is given, at the place where the principal executive office of the corporation is located, not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this paragraph shall not invalidate the redemption of shares.

(c) On or after the date fixed for redemption and stated in the notice, each holder of Preferred shares called for redemption shall, if the shares are certificated, surrender the certificate evidencing those shares to the corporation at the place designated in the notice and shall then be entitled to receive payment of the redemption price. If less than all shares represented by any surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If the notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available, then, notwithstanding that the certificates evidencing any Preferred shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall cease to accrue after the date fixed for redemption and all rights with respect to the shares so called for redemption shall after that date cease and terminate, excepting only the right of the holders to receive the redemption price without interest on surrender of their certificates, if the Preferred shares are certificated.

(d) If, on or prior to the date fixed for redemption of Preferred shares, the corporation deposits with any bank or trust company in California, as a trust fund, (i) a sum sufficient to redeem, on the date fixed for redemption, (ii) in the case of the redemption of uncertificated securities, an officer's certificate (as defined below) setting forth the holders of Preferred shares registered on the books of the corporation and the number of shares held by each, and (iii) irrevocable instructions and authority to the bank or trust company to publish the notice of redemption of Preferred shares (or to complete publication if it has previously been commenced) and to pay, on or after the date fixed for redemption or prior to redemption, the redemption price of the shares to their respective holders on the surrender of their share certificates in the case of certificated securities, then from and after the date of the deposit (although prior to the date fixed for redemption) the shares so called shall be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. ''Officer's Certificate'', as used in this paragraph (c), means a certificate signed and verified by the Board Chairperson or the President or any Vice-President and by the Secretary, the Chief Financial Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of the corporation. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit, the shares shall no longer be outstanding, and the holders of those shares shall cease to be shareholders with respect to those shares and shall have no rights with respect to those shares, except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, on surrender of their certificates if the shares redeemed are certificated and without such surrender if the shares redeemed are uncertificated, and any rights of conversion that may be provided for those shares in the resolution fixing their terms. Any funds so deposited on account of the redemption price of Preferred shares that are convertible and are converted after the making of that deposit shall be repaid to the corporation promptly on the conversion of those Preferred shares. Any interest accrued on any funds so deposited shall be the property of, and paid to, the corporation. If the holders of Preferred shares so called for redemption shall not, at the end of six years from the date fixed for redemption, have claimed any funds deposited, the bank or trust company shall pay over to the corporation the unclaimed funds, and the bank or trust company shall from that time be relieved of all responsibility to those holders, and those holders shall look only to the corporation for payment of the redemption price.

(iii) Right to Convert . The Class A Preferred shares shall be convertible, at the option (by delivering written instructions to the corporation by a holder of Class A Preferred shares opting to convert Class A Preferred shares to Common Shares) of the holders of the shares, within ten (10) days of the delivery of a notice by the Board of Directors (“Notice”) of the intention of the corporation of filing an initial registration (“Registration”) of Common shares under the Securities Act of 1933, at the office of the Corporation or any transfer agent for those shares. The Class A Preferred shares shall be converted into that number of fully-paid and non-assessable Common shares. The initial conversion price for which each series of the preferred shares is as follows: 1) Class A preferred shares shall be converted at a rate of 1/3 of the initial registration price under a registration statement filed pursuant to the Securities Act of 1933, as amended. The Common Shares converted from Class A Preferred shares shall be included in the Registration. This conversion price shall be subject to adjustment as provided below.

(a) Mechanics of Conversion. No fractional Common shares shall be issued upon conversion of Preferred shares. All Common shares (including fractions thereof) issuable upon conversion of more than one share of Preferred shares by a holder of Preferred shares shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common shares, the Corporation shall pay, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, cash equal to that fraction multiplied by the then-effective conversion price for that series of Preferred shares. Before any holder of Preferred shares shall be entitled to convert those shares into full Common shares and to receive certificates for Common shares, the holder shall (a) give written notice to the Corporation, at the office of the Corporation or of any transfer agent for the Preferred shares, that he or she elects to convert the same, and (b) surrender the certificate or certificates for those Preferred shares, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred shares, or notify the Corporation or its transfer agent that the certificates have been lost stolen, or destroyed, and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with those certificates. The Corporation shall, as soon as practicable after such a delivery, or the execution of such an agreement and indemnification in the case of a lost certificate, issue and deliver at that office to that holder of Preferred shares a certificate or certificates for the number of Common shares to which that holder is entitled, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Common shares. The conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the Preferred shares to be converted and the person or persons entitled to receive the Common shares issuable upon conversion shall be treated for all purposes as the record holder or holders of those Common shares on that date.

(b) Adjustments to Conversion Price .

(i) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Common Shares. In the event the outstanding Common shares shall be increased by stock dividend payable in Common shares, stock split, subdivision, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a greater number of Common shares, the Conversion Price then in effect for each series of Preferred shares shall, concurrently with the effectiveness of that event, be decreased in proportion to the percentage increase in the outstanding number of Common shares. In the event the outstanding Common shares shall be decreased by reverse stock split, combination, consolidation, or other similar transaction occurring after the filing of these [Amended and Restated] Articles of Incorporation, into a lesser number of Common Shares, the Conversion Price then in effect for each series of Preferred Shares shall, concurrently with the effectiveness of that event, be increased in proportion to the percentage decrease in the outstanding number of Common shares.

(ii) Adjustments for Other Distributions. In the event the Corporation at any time, or from time to time makes, or fixes a record date for the determination of holders of Common shares entitled to receive, any distribution payable in securities of the Corporation other than Common shares and other than as otherwise adjusted in this Article, then and in each such event provision shall be made so that the holders of Preferred shares shall receive upon conversion thereof, in addition to the number of Common shares receivable thereupon, the amount of securities of the Corporation that they would have received had their Preferred shares been converted into Common shares on the date of that event and had they thereafter, during the period from the date of that event to and including the date of conversion, retained those securities receivable by them during that period, subject to all other adjustments called for during that period under this Article with respect to the rights of the holders of the Preferred shares.

(iii) Adjustments for Reclassification, Exchange and Substitution. If the Common shares issuable upon conversion of the Preferred shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect for each series of Preferred shares shall, concurrently with the effectiveness of the reorganization or reclassification, be proportionately adjusted so that the Preferred shares shall be convertible into, in lieu of the number of Common shares that the holders would otherwise have been entitled to receive, a number of shares of that other class or classes of stock equivalent to the number of Common shares that would have been subject to receipt by the holders upon conversion of their Preferred shares immediately before that change.

(iv) Adjustments Upon Issuance of Additional Stock. If the Corporation shall issue ''Additional Stock'' (as defined below) for a consideration per share less than the Conversion Price for any series of Preferred shares then in effect on the date and immediately prior to that issue, then and in that event, the Conversion Price shall be reduced concurrently with that issue, to a price equal to the aggregate consideration paid per share in that issue.

''Additional Stock'' shall mean all Common shares issued by the Corporation after the date on which shares of the applicable Preferred shares were first issued other than Common shares issued or issuable at any time (i) upon conversion of the Preferred shares; (ii) to officers, directors, and employees of, and consultants to, the Corporation after the date on which shares of the applicable Preferred shares were first issued as designated and approved by the Board of Directors; (iii) in connection with equipment leasing or bank financing transactions approved by the Corporation's Board of Directors; (iv) as a dividend or distribution in Preferred shares; or (v) as described in subparagraphs (a), (b) and (c) of this Paragraph 4.

For the purpose of making any adjustment in the Conversion Price as provided above, the consideration received by the Corporation for any issue or sale of Common shares will be computed as follows:

(1) To the extent it consists of cash, as the amount of cash received by the Corporation before deduction of any offering expenses payable by the Corporation and any underwriting or similar commissions, compensation, or concessions paid or allowed by the Corporation in connection with the issue or sale;

(2) To the extent it consists of property other than cash, at the fair market value of that property as determined in good faith by the Corporation's Board of Directors.

(3) If Common shares are issued or sold together with other stock or securities or other assets of the Corporation for a consideration which covers both, as the portion of the consideration so received that may be reasonably determined in go faith by the Board of Directors to be allocable to those Common shares.

If the Corporation (i) grants any rights or options to subscribe for, purchase, or otherwise acquire Common shares, or (ii) issues or sells any security convertible into Common shares, then, in each case, the price per Common share issuable on the exercise of the rights or options or the conversion of the securities will be determined by dividing the total amount, if any, received or receivable by the Corporation as consideration for the granting of the rights or options or the issue or sale of the convertible securities, plus the minimum aggregate amount of additional consideration payable to the Corporation on exercise or conversion of the securities, by the maximum number of Common shares issuable on the exercise of conversion. Such a grant, issue, or sale will be considered to be an issue or sale for cash of the maximum number of Common shares issuable on exercise or conversion at the price per share determined under this subparagraph, and the Conversion Price will be adjusted as provided above to reflect (on the basis of that determination) the issue or sale. No further adjustment of the Conversion Price will be made as a result of the actual issuance of Common shares on the exercise of any such rights or options or the conversion of any such convertible securities.

On the redemption or repurchase of any such securities, or the expiration or termination of the right to convert into, exchange for, or exercise with respect to, Common shares, the Conversion Price will be readjusted to the price that would have been obtained had the adjustment made upon their issuance been made upon the basis of the issuance of only the number of those securities that were actually converted into, exchanged for, or exercised with respect to, Common shares. If the purchase price or conversion or exchange rate provided for in any such security changes at any time, then, at the time any such change becomes effective, the Conversion Price then in effect will be readjusted forthwith to the price that would have been obtained had the adjustment made upon the issuance of those securities been made upon the basis of (i) the issuance of only the number of Common shares theretofore actually delivered upon the conversion, exchange or exercise of those securities, and the total consideration received therefor, and (ii) the granting or issuance, at the time of the change, of any of those securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of that changed price or rate.

(v) Certificate as to Adjustments . On the occurrence of each adjustment or readjustment of the Conversion Price of each series of Preferred shares, the Corporation at its expense shall promptly compute that adjustment or readjustment in accordance with the terms of this Article, and furnish to each holder of Preferred shares a certificate setting forth that adjustment or readjustment and showing in detail the facts upon which that adjustment or readjustment is based. The Corporation shall, upon the written request of any holder of Preferred shares, furnish or cause to be furnished to that holder a like certificate setting forth (a) those adjustments and readjustments, (b) the Conversion Price at the time in effect, and (c) the number of Common shares and the amount, if any, of other property which at the time would be received upon the conversion of the Preferred shares.

(vi) Notices of Record Date . In the event that this Corporation shall propose at any time:

(1) To declare any dividend or distribution upon its Common shares, whether in cash, property, stock, or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus

(2) To offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

(3) To effect any reclassification or recapitalization of its Common shares outstanding involving a change in the Common shares; or

(4) To merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property or business, or to liquidate, dissolve, or wind up;

Then, in connection with each such event, this Corporation shall send to the holders of the Preferred shares:

(1) At least 20 days' prior written notice of the date on which a record shall be taken for that dividend, distribution, or subscription rights (and specifying the date on which the holders of Common shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (3) and (4), above; and

(2) In the case of the matters referred to in (3) and (4), above, at least 20 days' prior written notice of the date when the events shall take place (and specifying the date on which the holders of Common shares shall be entitled to exchange their Common shares for securities or other property deliverable upon the occurrence of event or the record date for the determination of those holders if that record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Preferred shares at the address for each such holder as shown on the books of this Corporation.

(vii) Reservation of Stock Issuable on Conversion . The Corporation shall at all times reserve and keep available out of its authorized but unissued Common shares, solely for the purpose of effecting the conversion of the shares of the Preferred shares, such a number of its Common shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred shares; and if at any time the number of authorized but unissued Common shares shall not be sufficient to effect the conversion of all then outstanding Preferred shares, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common shares to that number of shares which shall be sufficient for that purpose, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Articles of Incorporation.

(viii) Status of Converted Stock . In case any series of Preferred shares shall be converted pursuant to this Article, the shares so converted shall resume the status of authorized but unissued Preferred shares undesignated as to series

(iv) Voting Rights . Except as in this Article otherwise expressly provided or as otherwise provided by law, the holders of Common shares shall have and possess the exclusive right to notice of shareholders' meetings and the exclusive voting rights and powers and the holders of Preferred shares shall not be entitled to notice of any shareholders' meetings or to vote on the election of directors or on any other matter. If at any time dividends on any series of Preferred shares shall be in arrears in an amount at least equal to eight quarterly dividends (whether consecutive or not), then, until all arrears in dividends on the Preferred shares shall have been paid and the full dividend on the Preferred shares for the then current quarterly dividend period shall have been declared and paid or set apart for payment or fail to be paid in a timely manner as required by these articles eight times, whether or not subsequently paid, the holders of the cumulative outstanding Preferred shares (including Class A) shall be entitled, voting as a class, to elect one-half of the authorized number of directors and the holders of Common shares then outstanding shall be entitled, voting as a class, to elect the remaining one-half of the directors. The directors elected by the holders of Preferred shares voting as a class pursuant to this paragraph shall be subject to removal only by the vote of the holders of Preferred shares so long as the right of the holders of Preferred shares voting as a class to elect directors shall continue.

(v) Liquidation Rights . In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, the holders of the Preferred shares of each series shall be entitled to receive from the assets of the corporation such preferential amount in cash as may be fixed for the series in redemption of those shares and, a further preferential amount in cash equal to all accrued and unpaid dividends on those shares to and including the date that payment is made available to the holders of Preferred shares. Those preferential amounts shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the corporation to, the holders of Common shares in connection with the liquidation, dissolution, or winding up. If the resolution or resolutions fixing the terms of the Preferred shares of any series shall so provide, the preferential amount payable to the holders of Preferred shares of the series in the event of any liquidation, dissolution, or winding up of the corporation may vary depending on the time of liquidation, dissolution, or winding up. With respect to the respective preferential amounts fixed for the series payable on any distribution of assets by way of liquidation, dissolution, or winding up of the corporation, each Preferred share shall rank with each other Preferred share, irrespective of series, in parity proportionate to those respective preferential amounts. No such amounts shall be paid or set apart for payment on the Preferred shares of any series unless at the same time amounts in like proportion to the respective preferential amounts to which the Preferred shares of each other series are entitled shall be paid or set apart for payment on each other series then outstanding. After the payment or the setting apart for payment to the holders of Preferred shares of the preferential amounts so payable to them, the holders of Common shares shall be entitled to receive, ratably, all remaining assets of the corporation. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of this corporation, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this paragraph.

[This space left intentionally blank.]

3. The amendment was approved by the required vote of the shareholders in accordance with Corporations Code Section 902 . The total number of outstanding shares of each class entitled to vote on this amendment was: ten million (10,000,000). The favorable vote of a simple majority of these shares is required to approve the amendment. The number of shares voting in favor of the amendment equaled or exceeded the required vote.

We declare under penalty of perjury that the statements set forth in this certificate are true and correct of our own knowledge and that this declaration was executed on March 30, 2006 at Fort Wayne, Indiana.

Dated: March 30, 2006


By: /s/
Brian Kistler, President


/s/
Robin Hunt, Secretary

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

TITAN HOLDINGS, INC.

Titan Holdings, Inc., a Maryland Corporation certifies that:

1. Brian Kistler is the President and Chief Executive Officer of Titan Holdings, Inc, a Maryland corporation. Robin W. Hunt is the Secretary and Chief Financial Officer of Titan Holdings, Inc.

2. The Board of Directors of Titan Holdings, Inc. has approved the following amendments to the Articles of Incorporation:

The name of the corporation shall be changed to Freedom Financial Holdings, Inc.

We declare under penalty of perjury that the statements set forth in this certificate are true and correct of our own knowledge and that this declaration was executed on April 24, 2006 at Fort Wayne, Indiana.

Approval by the Director; no stock has been issued.

Dated: April 24, 2006


By:	// ss //
	Brian Kistler, President and Director Chief Executive Officer


	// ss //
	Robin W. Hunt, Secretary and Chief Financial Officer

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

FREEDOM FINANCIAL HOLDINGS, INC.

Freedom Financial Holdings, Inc., a Maryland Corporation certifies that:

1. Brian Kistler is the Chief Executive Officer of Freedom Financial Holdings, Inc, a Maryland corporation and Robin Hunt is the Chief Financial Officer and Secretary.

2. The Board of Directors of Freedom Financial Holdings, Inc. has approved the following amendments to the Articles of Incorporation:

Article 6 of the Articles of Incorporation is amended to read in its entirety as follows:

(A) The corporation is authorized to issue two (2) classes of stock. The number of authorized Common shares is One Hundred Fifty Million (150,000,000) at $.001 par value. The number of authorized Preferred shares is Ten Million (10,000,000) at $.001 par value, the aggregate par value of both of which is $160,000.00. The corporation is authorized to issue three (3) classes of preferred stock, designated as, “Class A,” “Class B,” and “Class C.” The number of authorized Class A shares is One Million (1,000,000) at a price of One Dollar ($1.00) per share. The number of authorized Class B shares is Five Hundred Thousand (500,000) at a price of One Dollar ($1.00) per share. The number of authorized Class C shares is Six Hundred Thousand (600,000) at a price of One Dollar ($1.00) per share.

(B) A statement of the rights, preferences, privileges, and restrictions granted to or imposed on the Class A series of shares or on their holders is as follows:

(i) Dividend Rights . The holders of the Preferred shares of Class A shall not be entitled to receive dividends.

(ii) Redemption . Any or all of the Class A Preferred shares may be redeemed if the shares are registered under the Securities Act of 1933. If the Company has not registered the shares within two (2) years the shareholder will have an automatic right to redeem the shares at a price or prices per share fixed for that Class A series, plus an amount equal to all accrued and unpaid dividends on those shares to and including the date fixed for redemption, that sum referred to in this Article 6 as the ''redemption price.'' If the resolution or resolutions fixing the terms of the Class A Preferred shares shall so provide, the redemption price or prices at which the Class A Preferred shares may be redeemed may vary depending on the time or circumstances of redemption. The resolution fixing the terms of the Class A series may also fix the price or prices at which the shares of the Class A series may be redeemed for the purpose of any sinking fund provided for Class A shares by that resolution. In case of the redemption of fewer than all Class A Preferred shares of at the time outstanding, the shares of the Class A series to be redeemed shall be selected by the corporation pro rata or by lot. Fewer than all of the Class A Preferred shares at any time outstanding may not be redeemed until all dividends accrued and in arrears on all Class A Preferred shares outstanding shall have been paid for all past dividend periods. The Class A Preferred shares shall have priority over the Class B and Class C Preferred shares for automatic redemption; no Class B or Class C shares may be automatically redeemed until all Class A Preferred shares have been redeemed.

(a) The corporation shall give notice of any redemption as provided in this subparagraph (c). The notice of redemption shall set forth the series of Preferred shares or the part of any Class A Preferred shares to be redeemed, the date fixed for redemption, the redemption price, if the shares are convertible, the then-current conversion price (as defined with respect to the convertible shares) and the date of termination of the right to convert, and, if the shares are certificated securities, the place or places at which the shareholders may obtain payment of the redemption price on surrender of their share certificates .

(b) The corporation shall mail a copy of the notice, postage prepaid, to each holder of record of Class A shares to be redeemed as of the date of mailing or as of a record date lawfully fixed, addressed to the holder at the holder's address appearing on the books of the corporation or given to the corporation for the purpose of notice, of if no such address appears or is given, at the place where the principal executive office of the corporation is located, not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this paragraph shall not invalidate the redemption of the Class A shares.

(c) On or after the date fixed for redemption and stated in the notice, each holder of Class A Preferred shares called for redemption shall, if the shares are certificated, surrender the certificate evidencing those shares to the corporation at the place designated in the notice and shall then be entitled to receive payment of the redemption price. If less than all Class A shares represented by any surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed Class A shares. If the notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available, then, notwithstanding that the certificates evidencing any Class A Preferred shares so called for redemption shall not have been surrendered, the dividends with respect to the Class A shares so called for redemption shall cease to accrue after the date fixed for redemption and all rights with respect to the Class A shares so called for redemption shall after that date cease and terminate, excepting only the right of the holders to receive the redemption price without interest on surrender of their certificates, if the Class A Preferred shares are certificated.

(d) If, on or prior to the date fixed for redemption of Class A Preferred shares, the corporation deposits with any bank or trust company, as a trust fund, (i) a sum sufficient to redeem, on the date fixed for redemption, (ii) in the case of the redemption of uncertificated securities, an officer's certificate (as defined below) setting forth the holders of Class A Preferred shares registered on the books of the corporation and the number of shares held by each, and (iii) irrevocable instructions and authority to the bank or trust company to publish the notice of redemption of Class A Preferred shares (or to complete publication if it has previously been commenced) and to pay, on or after the date fixed for redemption or prior to redemption, the redemption price of the shares to their respective holders on the surrender of their share certificates in the case of certificated securities, then from and after the date of the deposit (although prior to the date fixed for redemption) the shares so called shall be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. ''Officer's Certificate'', as used in this paragraph (c), means a certificate signed and verified by the Board Chairperson or the President or any Vice-President and by the Secretary, the Chief Financial Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of the corporation. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit, the shares shall no longer be outstanding, and the holders of those shares shall cease to be shareholders with respect to those shares and shall have no rights with respect to those shares, except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, on surrender of their certificates if the shares redeemed are certificated and without such surrender if the shares redeemed are uncertificated, and any rights of conversion that may be provided for those shares in the resolution fixing their terms. Any funds so deposited on account of the redemption price of the Class A Preferred shares that are convertible and are converted after the making of that deposit shall be repaid to the corporation promptly on the conversion of those Class A Preferred shares. Any interest accrued on any funds so deposited shall be the property of, and paid to, the corporation. If the holders of Class A Preferred shares so called for redemption shall not, at the end of six (6) years from the date fixed for redemption, have claimed any funds deposited, the bank or trust company shall pay over to the corporation the unclaimed funds, and the bank or trust company shall from that time be relieved of all responsibility to those holders, and those holders shall look only to the corporation for payment of the redemption price.

(iii) Right to Convert . The Class A Preferred shares shall be convertible, at the option (by delivering written instructions to the corporation by a holder of Class A Preferred shares opting to convert Class A Preferred shares to Common Shares) of the holders of the shares, within ten (10) days of the delivery of a notice by the Board of Directors (“Notice”) of the intention of the corporation of filing an initial registration (“Registration”) of Common shares under the Securities Act of 1933, at the office of the Corporation or any transfer agent for those shares. The Class A Preferred shares shall be converted into that number of fully-paid and non-assessable Common shares. The initial conversion price for which each series of the preferred shares is as follows: Class A preferred shares shall be converted at a rate of 1/3 of the initial registration price under a registration statement filed pursuant to the Securities Act of 1933, as amended. The Common Shares converted from Class A Preferred shares shall be included in the Registration. This conversion price shall be subject to adjustment as provided below.

(a) Mechanics of Conversion. No fractional Common shares shall be issued upon conversion of Class A Preferred shares. All Common shares (including fractions thereof) issuable upon conversion of more than one share of Class A Preferred shares by a holder of Class A Preferred shares shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common shares, the Corporation shall pay, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, cash equal to that fraction multiplied by the then-effective conversion price for Class A Preferred shares. Before any holder of Class A Preferred shares shall be entitled to convert those shares into full Common shares and to receive certificates for Common shares, the holder shall (a) give written notice to the Corporation, at the office of the Corporation or of any transfer agent for the Class A Preferred shares, that he or she elects to convert the same, and (b) surrender the certificate or certificates for those Class A Preferred shares, duly endorsed, at the office of the Corporation or of any transfer agent for the Class A Preferred shares, or notify the Corporation or its transfer agent that the certificates have been lost stolen, or destroyed, and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with those certificates. The Corporation shall, as soon as practicable after such a delivery, or the execution of such an agreement and indemnification in the case of a lost certificate, issue and deliver at that office to that holder of Class A Preferred shares a certificate or certificates for the number of Common shares to which that holder is entitled, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Common shares. The conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the Class A Preferred shares to be converted and the person or persons entitled to receive the Common shares issuable upon conversion shall be treated for all purposes as the record holder or holders of those Common shares on that date.

(b) Adjustments to Conversion Price .

(i) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Common Shares. In the event the outstanding Common shares shall be increased by stock dividend payable in Common shares, stock split, subdivision, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a greater number of Common shares, the Conversion Price then in effect for Class A Preferred shares shall, concurrently with the effectiveness of that event, be decreased in proportion to the percentage increase in the outstanding number of Common shares. In the event the outstanding Common shares shall be decreased by reverse stock split, combination, consolidation, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a lesser number of Common Shares, the Conversion Price then in effect for Class A Preferred Shares shall, concurrently with the effectiveness of that event, be increased in proportion to the percentage decrease in the outstanding number of Common shares.

(ii) Adjustments for Other Distributions. In the event the Corporation at any time, or from time to time makes, or fixes a record date for the determination of holders of Common shares entitled to receive, any distribution payable in securities of the Corporation other than Common shares and other than as otherwise adjusted in this Article, then and in each such event provision shall be made so that the holders of Class A Preferred shares shall receive upon conversion thereof, in addition to the number of Common shares receivable thereupon, the amount of securities of the Corporation that they would have received had their Class A Preferred shares been converted into Common shares on the date of that event and had they thereafter, during the period from the date of that event to and including the date of conversion, retained those securities receivable by them during that period, subject to all other adjustments called for during that period under this Article with respect to the rights of the holders of the Class A Preferred shares.

(iii) Adjustments for Reclassification, Exchange and Substitution. If the Common shares issuable upon conversion of the Class A Preferred shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect for Class A Preferred shares shall, concurrently with the effectiveness of the reorganization or reclassification, be proportionately adjusted so that the Class A Preferred shares shall be convertible into, in lieu of the number of Common shares that the holders would otherwise have been entitled to receive, a number of shares of that other class or classes of stock equivalent to the number of Common shares that would have been subject to receipt by the holders upon conversion of their Class A Preferred shares immediately before that change.

(iv) Adjustments Upon Issuance of Additional Stock. If the Corporation shall issue ''Additional Stock'' (as defined below) for a consideration per share less than the Conversion Price for Class A Preferred shares then in effect on the date and immediately prior to that issue, then and in that event, the Conversion Price shall be reduced concurrently with that issue, to a price equal to the aggregate consideration paid per share in that issue.

''Additional Stock'' shall mean all Common shares issued by the Corporation after the date on which shares of the applicable Class A Preferred shares were first issued other than Common shares issued or issuable at any time (i) upon conversion of the Class A Preferred shares; (ii) to officers, directors, and employees of, and consultants to, the Corporation after the date on which shares of the applicable Class A Preferred shares were first issued as designated and approved by the Board of Directors; (iii) in connection with equipment leasing or bank financing transactions approved by the Corporation's Board of Directors; (iv) as a dividend or distribution in Class A Preferred shares; or (v) as described in this paragraph 2(B).

For the purpose of making any adjustment in the Conversion Price as provided above, the consideration received by the Corporation for any issue or sale of Common shares will be computed as follows:

(2) To the extent it consists of property other than cash, at the fair market value of that property as determined in good faith by the Corporation's Board of Directors.

(v) Certificate as to Adjustments. On the occurrence of each adjustment or readjustment of the Conversion Price of Class A Preferred shares, the Corporation at its expense shall promptly compute that adjustment or readjustment in accordance with the terms of this Article, and furnish to each holder of Class A Preferred shares a certificate setting forth that adjustment or readjustment and showing in detail the facts upon which that adjustment or readjustment is based. The Corporation shall, upon the written request of any holder of Class A Preferred shares, furnish or cause to be furnished to that holder a like certificate setting forth (a) those adjustments and readjustments, (b) the Conversion Price at the time in effect, and (c) the number of Common shares and the amount, if any, of other property which at the time would be received upon the conversion of the Class A Preferred shares.

(vi) Notices of Record Date. In the event that this Corporation shall propose at any time:

(2) To offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

(3) To effect any reclassification or recapitalization of its Common shares outstanding involving a change in the Common shares; or

(4) To merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property or business, or to liquidate, dissolve, or wind up;

Then, in connection with each such event, this Corporation shall send to the holders of the Class A Preferred shares:

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Class A Preferred shares at the address for each such holder as shown on the books of this Corporation.

(vii) Reservation of Stock Issuable on Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued Common shares, solely for the purpose of effecting the conversion of the shares of the Class A Preferred shares, such a number of its Common shares as shall from time to time be sufficient to effect the conversion of all outstanding Class A Preferred shares; and if at any time the number of authorized but unissued Common shares shall not be sufficient to effect the conversion of all then outstanding Class A Preferred shares, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common shares to that number of shares which shall be sufficient for that purpose, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Articles of Incorporation.

(viii) Status of Converted Stock . In case Class A Preferred shares shall be converted pursuant to this Article, the shares so converted shall resume the status of authorized but unissued Class A Preferred shares.

(iv) Voting Rights . Except as in this Article otherwise expressly provided or as otherwise provided by law, the holders of Common shares shall have and possess the exclusive right to notice of shareholders' meetings and the exclusive voting rights and powers and the holders of any class of Preferred shares shall not be entitled to notice of any shareholders' meetings or to vote on the election of directors or on any other matter. If at any time dividends on any class of Preferred shares shall be in arrears in an amount at least equal to eight quarterly dividends (whether consecutive or not), then, until all arrears in dividends on the Preferred shares shall have been paid and the full dividend on the Preferred shares for the then current quarterly dividend period shall have been declared and paid or set apart for payment or fail to be paid in a timely manner as required by these articles eight times, whether or not subsequently paid, the holders of the cumulative outstanding Preferred shares shall be entitled, voting as a class, to elect one-half of the authorized number of directors and the holders of Common shares then outstanding shall be entitled, voting as a class, to elect the remaining one-half of the directors. The directors elected by the holders of Preferred shares voting as a class pursuant to this paragraph shall be subject to removal only by the vote of the holders of Preferred shares so long as the right of the holders of Preferred shares voting as a class to elect directors shall continue.

(v) Liquidation Rights . In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, the holders of the Class A Preferred shares shall be entitled to receive first from the assets of the corporation such preferential amount in cash as may be fixed for the Class A Preferred shares in redemption of those shares and, a further preferential amount in cash equal to all accrued and unpaid dividends on those shares to and including the date that payment is made available to the holders of Class A Preferred shares. Those preferential amounts shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the corporation to, the holders of Class B Preferred, Class C Preferred, or Common shares in connection with the liquidation, dissolution, or winding up. If the resolution or resolutions fixing the terms of the Class A Preferred shares shall so provide, the preferential amount payable to the holders of Class A Preferred shares in the event of any liquidation, dissolution, or winding up of the corporation may vary depending on the time of liquidation, dissolution, or winding up. With respect to the respective preferential amounts fixed for the Class A Preferred shares payable on any distribution of assets by way of liquidation, dissolution, or winding up of the corporation, each Class A Preferred share shall rank with each other Class A Preferred share in parity proportionate to those respective preferential amounts. No such amounts shall be paid or set apart for payment on the Class B or Class C Preferred shares unless at the same time amounts in like proportion to the respective preferential amounts to which the Class A Preferred are entitled shall be paid or set apart for payment on Class A Preferred shares then outstanding. After the payment or the setting apart for payment to the holders of Class A Preferred shares of the preferential amounts so payable to them, and the Class B Preferred and Class C Preferred shares of the preferential amounts so payable to them, the holders of Common shares shall be entitled to receive, ratably, all remaining assets of the corporation. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of this corporation, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this paragraph.

(C) A statement of the rights, preferences, privileges, and restrictions granted to or imposed on the Class B series of shares or on their holders is as follows:

(i) Dividend Rights . The holders of the Class B Preferred shares shall not be entitled to receive dividends.

(ii) Redemption . Any or all of the Class B Preferred shares may be redeemed if the shares are registered under the Securities Act of 1933. If the Company has not registered the shares within two (2) years the shareholder will have an automatic right to redeem the shares at a price or prices per share fixed for that Class B, plus an amount equal to all accrued and unpaid dividends on those shares to and including the date fixed for redemption, that sum referred to in this Article 6 as the ''redemption price.'' If the resolution or resolutions fixing the terms of the Class B Preferred shares shall so provide, the redemption price or prices at which the Class B Preferred shares may be redeemed may vary depending on the time or circumstances of redemption. The resolution fixing the terms of the Class B series may also fix the price or prices at which the Class B shares may be redeemed for the purpose of any sinking fund provided for Class B shares by that resolution. In case of the redemption of fewer than all Class B Preferred shares at the time outstanding, the Class B shares to be redeemed shall be selected by the corporation pro rata or by lot. Fewer than all of the Class B Preferred shares at any time outstanding may not be redeemed until all dividends accrued and in arrears on all Class B Preferred shares outstanding shall have been paid for all past dividend periods. The Class B Preferred shares shall be subordinate to all Class A Preferred shares and equal to Class C shares for automatic redemption; no Class B or Class C shares shall be automatically redeemed until such time as all Class A Preferred shares have been redeemed.

(a) The corporation shall give notice of any redemption as provided in this subparagraph (c). The notice of redemption shall set forth the series of Preferred shares or the part of any series of Class B Preferred shares to be redeemed, the date fixed for redemption, the redemption price, if the shares are convertible, the then-current conversion price (as defined with respect to the convertible shares) and the date of termination of the right to convert, and, if the shares are certificated securities, the place or places at which the shareholders may obtain payment of the redemption price on surrender of their share certificates .

(b) The corporation shall mail a copy of the notice, postage prepaid, to each holder of record of Class B shares to be redeemed as of the date of mailing or as of a record date lawfully fixed, addressed to the holder at the holder's address appearing on the books of the corporation or given to the corporation for the purpose of notice, of if no such address appears or is given, at the place where the principal executive office of the corporation is located, not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this paragraph shall not invalidate the redemption of the Class B shares.

(c) On or after the date fixed for redemption and stated in the notice, each holder of Class B Preferred shares called for redemption shall, if the shares are certificated, surrender the certificate evidencing those shares to the corporation at the place designated in the notice and shall then be entitled to receive payment of the redemption price. If less than all the Class B shares represented by any surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed Class B shares. If the notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available, then, notwithstanding that the certificates evidencing any Class B Preferred shares so called for redemption shall not have been surrendered, the dividends with respect to the Class B shares so called for redemption shall cease to accrue after the date fixed for redemption and all rights with respect to the Class B shares so called for redemption shall after that date cease and terminate, excepting only the right of the holders to receive the redemption price without interest on surrender of their certificates, if the Class B Preferred shares are certificated.

(d) If, on or prior to the date fixed for redemption of Class B Preferred shares, the corporation deposits with any bank or trust company, as a trust fund, (i) a sum sufficient to redeem, on the date fixed for redemption, (ii) in the case of the redemption of uncertificated securities, an officer's certificate (as defined below) setting forth the holders of Class B Preferred shares registered on the books of the corporation and the number of shares held by each, and (iii) irrevocable instructions and authority to the bank or trust company to publish the notice of redemption of Class B Preferred shares (or to complete publication if it has previously been commenced) and to pay, on or after the date fixed for redemption or prior to redemption, the redemption price of the shares to their respective holders on the surrender of their share certificates in the case of certificated securities, then from and after the date of the deposit (although prior to the date fixed for redemption) the shares so called shall be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. ''Officer's Certificate'', as used in this paragraph (c), means a certificate signed and verified by the Board Chairperson or the President or any Vice-President and by the Secretary, the Chief Financial Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of the corporation. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit, the shares shall no longer be outstanding, and the holders of those shares shall cease to be shareholders with respect to those shares and shall have no rights with respect to those shares, except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, on surrender of their certificates if the shares redeemed are certificated and without such surrender if the shares redeemed are uncertificated, and any rights of conversion that may be provided for those shares in the resolution fixing their terms. Any funds so deposited on account of the redemption price of Class B Preferred shares that are convertible and are converted after the making of that deposit shall be repaid to the corporation promptly on the conversion of those Class B Preferred shares. Any interest accrued on any funds so deposited shall be the property of, and paid to, the corporation. If the holders of Class B Preferred shares so called for redemption shall not, at the end of six (6) years from the date fixed for redemption, have claimed any funds deposited, the bank or trust company shall pay over to the corporation the unclaimed funds, and the bank or trust company shall from that time be relieved of all responsibility to those holders, and those holders shall look only to the corporation for payment of the redemption price.

(iii) Right to Convert . The Class B Preferred shares shall be convertible, at the option (by delivering written instructions to the corporation by a holder of Class B Preferred shares opting to convert Class B Preferred shares to Common Shares) of the holders of the shares, within ten (10) days of the delivery of a notice by the Board of Directors (“Notice”) of the intention of the corporation of filing an initial registration (“Registration”) of Common shares under the Securities Act of 1933, at the office of the Corporation or any transfer agent for those shares. The Class B Preferred shares shall be converted into that number of fully-paid and non-assessable Common shares. The initial conversion price for each series of the preferred shares is as follows Class B preferred shares shall be converted at a rate of One Dollar ($1.00) per share. The Common Shares converted from Class B Preferred shares shall be included in the Registration. This conversion price shall be subject to adjustment as provided below.

(a) Mechanics of Conversion. No fractional Common shares shall be issued upon conversion of Class B Preferred shares. All Common shares (including fractions thereof) issuable upon conversion of more than one share of Class B Preferred shares by a holder of Class B Preferred shares shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common shares, the Corporation shall pay, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, cash equal to that fraction multiplied by the then-effective conversion price for that series of Class B Preferred shares. Before any holder of Class B Preferred shares shall be entitled to convert those shares into full Common shares and to receive certificates for Common shares, the holder shall (a) give written notice to the Corporation, at the office of the Corporation or of any transfer agent for the Class B Preferred shares, that he or she elects to convert the same, and (b) surrender the certificate or certificates for those Class B Preferred shares, duly endorsed, at the office of the Corporation or of any transfer agent for the Class B Preferred shares, or notify the Corporation or its transfer agent that the certificates have been lost stolen, or destroyed, and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with those certificates. The Corporation shall, as soon as practicable after such a delivery, or the execution of such an agreement and indemnification in the case of a lost certificate, issue and deliver at that office to that holder of Class B Preferred shares a certificate or certificates for the number of Common shares to which that holder is entitled, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Common shares. The conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the Class B Preferred shares to be converted and the person or persons entitled to receive the Common shares issuable upon conversion shall be treated for all purposes as the record holder or holders of those Common shares on that date.

(b) Adjustments to Conversion Price .

(i) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Common Shares. In the event the outstanding Common shares shall be increased by stock dividend payable in Common shares, stock split, subdivision, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a greater number of Common shares, the Conversion Price then in effect for each series of Class B Preferred shares shall, concurrently with the effectiveness of that event, be decreased in proportion to the percentage increase in the outstanding number of Common shares. In the event the outstanding Common shares shall be decreased by reverse stock split, combination, consolidation, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a lesser number of Common Shares, the Conversion Price then in effect for Class B Preferred Shares shall, concurrently with the effectiveness of that event, be increased in proportion to the percentage decrease in the outstanding number of Common shares.

(ii) Adjustments for Other Distributions. In the event the Corporation at any time, or from time to time makes, or fixes a record date for the determination of holders of Common shares entitled to receive, any distribution payable in securities of the Corporation other than Common shares and other than as otherwise adjusted in this Article, then and in each such event provision shall be made so that the holders of Class B Preferred shares shall receive upon conversion thereof, in addition to the number of Common shares receivable thereupon, the amount of securities of the Corporation that they would have received had their Class B Preferred shares been converted into Common shares on the date of that event and had they thereafter, during the period from the date of that event to and including the date of conversion, retained those securities receivable by them during that period, subject to all other adjustments called for during that period under this Article with respect to the rights of the holders of the Class B Preferred shares.

(iii) Adjustments for Reclassification, Exchange and Substitution. If the Common shares issuable upon conversion of the Class B Preferred shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect for Class B Preferred shares shall, concurrently with the effectiveness of the reorganization or reclassification, be proportionately adjusted so that the Preferred shares shall be convertible into, in lieu of the number of Common shares that the holders would otherwise have been entitled to receive, a number of shares of that other class or classes of stock equivalent to the number of Common shares that would have been subject to receipt by the holders upon conversion of their Class B Preferred shares immediately before that change.

(iv) Adjustments Upon Issuance of Additional Stock. If the Corporation shall issue ''Additional Stock'' (as defined below) for a consideration per share less than the Conversion Price for Class B Preferred shares then in effect on the date and immediately prior to that issue, then and in that event, the Conversion Price shall be reduced concurrently with that issue, to a price equal to the aggregate consideration paid per share in that issue.

''Additional Stock'' shall mean all Common shares issued by the Corporation after the date on which shares of the applicable Class B Preferred shares were first issued other than Common shares issued or issuable at any time (i) upon conversion of the Class B Preferred shares; (ii) to officers, directors, and employees of, and consultants to, the Corporation after the date on which shares of the applicable Class B Preferred shares were first issued as designated and approved by the Board of Directors; (iii) in connection with equipment leasing or bank financing transactions approved by the Corporation's Board of Directors; (iv) as a dividend or distribution in Class B Preferred shares; or (v) as described in this paragraph 2(B).

For the purpose of making any adjustment in the Conversion Price as provided above, the consideration received by the Corporation for any issue or sale of Common shares will be computed as follows:

(2) To the extent it consists of property other than cash, at the fair market value of that property as determined in good faith by the Corporation's Board of Directors.

(v) Certificate as to Adjustments. On the occurrence of each adjustment or readjustment of the Conversion Price of each series of Class B Preferred shares, the Corporation at its expense shall promptly compute that adjustment or readjustment in accordance with the terms of this Article, and furnish to each holder of Class B Preferred shares a certificate setting forth that adjustment or readjustment and showing in detail the facts upon which that adjustment or readjustment is based. The Corporation shall, upon the written request of any holder of Class B Preferred shares, furnish or cause to be furnished to that holder a like certificate setting forth (a) those adjustments and readjustments, (b) the Conversion Price at the time in effect, and (c) the number of Common shares and the amount, if any, of other property which at the time would be received upon the conversion of the Class B Preferred shares.

(vi) Notices of Record Date. In the event that this Corporation shall propose at any time:

(2) To offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

(3) To effect any reclassification or recapitalization of its Common shares outstanding involving a change in the Common shares; or

(4) To merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property or business, or to liquidate, dissolve, or wind up;

Then, in connection with each such event, this Corporation shall send to the holders of the Class B Preferred shares:

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Class B Preferred shares at the address for each such holder as shown on the books of this Corporation.

(vii) Reservation of Stock Issuable on Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued Common shares, solely for the purpose of effecting the conversion of the shares of the Class B Preferred shares, such a number of its Common shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Preferred shares; and if at any time the number of authorized but unissued Common shares shall not be sufficient to effect the conversion of all then outstanding Class B Preferred shares, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common shares to that number of shares which shall be sufficient for that purpose, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Articles of Incorporation.

(viii) Status of Converted Stock. In case Class B Preferred shares shall be converted pursuant to this Article, the shares so converted shall resume the status of authorized but unissued Class B Preferred shares.

(iv) Voting Rights . Except as in this Article otherwise expressly provided or as otherwise provided by law, the holders of Common shares shall have and possess the exclusive right to notice of shareholders' meetings and the exclusive voting rights and powers and the holders of any series Preferred shares shall not be entitled to notice of any shareholders' meetings or to vote on the election of directors or on any other matter. If at any time dividends on any series of Preferred shares shall be in arrears in an amount at least equal to eight quarterly dividends (whether consecutive or not), then, until all arrears in dividends on the Preferred shares shall have been paid and the full dividend on the Preferred shares for the then current quarterly dividend period shall have been declared and paid or set apart for payment or fail to be paid in a timely manner as required by these articles eight times, whether or not subsequently paid, the holders of the cumulative outstanding Preferred shares shall be entitled, voting as a class, to elect one-half of the authorized number of directors and the holders of Common shares then outstanding shall be entitled, voting as a class, to elect the remaining one-half of the directors. The directors elected by the holders of Preferred shares voting as a class pursuant to this paragraph shall be subject to removal only by the vote of the holders of Preferred shares so long as the right of the holders of Preferred shares voting as a class to elect directors shall continue.

(v) Liquidation Rights . In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, the holders of the Class B Preferred shares shall be entitled to receive, only after the assets of the corporation have been distributed among or paid over to the Class A Preferred shares, from the assets of the corporation such preferential amount in cash as may be fixed for the Class B Preferred shares in redemption of those shares and, a further preferential amount in cash equal to all accrued and unpaid dividends on those shares to and including the date that payment is made available to the holders of Class B Preferred shares. Those preferential amounts shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the corporation to, the holders of Common shares in connection with the liquidation, dissolution, or winding up. If the resolution or resolutions fixing the terms of the Class B Preferred shares shall so provide, the preferential amount payable to the holders of Class B Preferred shares in the event of any liquidation, dissolution, or winding up of the corporation may vary depending on the time of liquidation, dissolution, or winding up. With respect to the respective preferential amounts fixed for the Class B Preferred shares payable on any distribution of assets by way of liquidation, dissolution, or winding up of the corporation, Class A shares shall be set apart for full payment of preferential amounts, and thereafter each Class B Preferred share shall rank with each other Class C Preferred share in parity proportionate to those respective preferential amounts. No such amounts shall be paid or set apart for payment on the Class B Preferred shares unless at the same time amounts in like proportion to the respective preferential amounts to which the Class C Preferred shares are entitled shall be paid or set apart for payment on all Class B and Class C Preferred shares then outstanding. After the payment or the setting apart for payment to the holders of the Class A Preferred shares of the preferential amounts so payable to them, and then the Class B and Class C Preferred shares of the preferential amounts so payable to them, the holders of Common shares shall be entitled to receive, ratably, all remaining assets of the corporation. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of this corporation, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this paragraph.

(D) A statement of the rights, preferences, privileges, and restrictions granted to or imposed on the Class C series of shares or on their holders is as follows:

(i) Dividend Rights . The holders of the Class C Preferred shares shall be entitled to receive, when and as declared by the Board of Directors, out of any assets at the time legally available, dividends in cash at the rate of six percent (6%) per annum, and no more. Those dividends shall be payable quarterly on last day of March, June, September, and December in each year to holders of Class C Preferred shares of record on a date not more than 60 nor fewer than 10 days preceding each respective payment date as specified by the Board of Directors or, if not so specified, as provided by law, except that, preceding any of those dates, the initial dividend on the Class C Preferred shares may be paid on the next succeeding quarterly dividend payment date.

(a) Those dividends shall accrue and be cumulative as follows: As to shares issued when no other shares of Class C Preferred shares are outstanding, from the date of issuance; as to shares issued when other shares of Class C are outstanding, from that date as shall make the dividend rights per share of the shares being issued uniform with the dividend rights per share of the Class C shares then outstanding, excluding rights to dividends declared and directed to be paid to shareholders of record as of a date preceding the date of issuance of the shares being issued. Dividends on Class C Preferred shares shall accrue at the respective rates fixed for those shares whether or not those dividends are earned. An accumulation of dividends on Class C Preferred shares shall not bear interest.

(ii) Redemption . Any or all of the Class C Preferred shares may be redeemed if the shares are registered under the Securities Act of 1933; provided, however, the Class C Preferred Shares may not be redeemed until one (1) year after the close of the Initial Public Offering (“IPO”) of the stock of the Company. If the Company has not registered the shares within two (2) years the shareholder will have an automatic right to redeem the shares at a price or prices per share fixed for that Class C, plus an amount equal to all accrued and unpaid dividends on those shares to and including the date fixed for redemption, that sum referred to in this Article 6 as the ''redemption price.'' If the resolution or resolutions fixing the terms of the Class C Preferred shares shall so provide, the redemption price or prices at which the Class C Preferred shares may be redeemed may vary depending on the time or circumstances of redemption. The resolution fixing the terms of the Class C series may also fix the price or prices at which the Class C shares may be redeemed for the purpose of any sinking fund provided for Class C shares by that resolution. In case of the redemption of fewer than all Class C Preferred shares at the time outstanding, the Class C shares to be redeemed shall be selected by the corporation pro rata or by lot. Fewer than all of the Class C Preferred shares at any time outstanding may not be redeemed until all dividends accrued and in arrears on all Class C Preferred shares outstanding shall have been paid for all past dividend periods. The Class C Preferred shares shall be subordinate to all Class A Preferred shares and equal to Class B shares for automatic redemption; no Class B or Class C shares shall be automatically redeemed until such time as all Class A Preferred shares have been redeemed.

(a) The corporation shall give notice of any redemption as provided in this subparagraph (c). The notice of redemption shall set forth the series of Preferred shares or the part of any series of Class C Preferred shares to be redeemed, the date fixed for redemption, the redemption price, if the shares are convertible, the then-current conversion price (as defined with respect to the convertible shares) and the date of termination of the right to convert, and, if the shares are certificated securities, the place or places at which the shareholders may obtain payment of the redemption price on surrender of their share certificates .

(b) The corporation shall mail a copy of the notice, postage prepaid, to each holder of record of Class C shares to be redeemed as of the date of mailing or as of a record date lawfully fixed, addressed to the holder at the holder's address appearing on the books of the corporation or given to the corporation for the purpose of notice, of if no such address appears or is given, at the place where the principal executive office of the corporation is located, not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this paragraph shall not invalidate the redemption of the Class C shares.

(c) On or after the date fixed for redemption and stated in the notice, each holder of Class C Preferred shares called for redemption shall, if the shares are certificated, surrender the certificate evidencing those shares to the corporation at the place designated in the notice and shall then be entitled to receive payment of the redemption price. If less than all the Class C shares represented by any surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed Class C shares. If the notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available, then, notwithstanding that the certificates evidencing any Class C Preferred shares so called for redemption shall not have been surrendered, the dividends with respect to the Class C shares so called for redemption shall cease to accrue after the date fixed for redemption and all rights with respect to the Class C shares so called for redemption shall after that date cease and terminate, excepting only the right of the holders to receive the redemption price without interest on surrender of their certificates, if the Class C Preferred shares are certificated.

(d) If, on or prior to the date fixed for redemption of Class C Preferred shares, the corporation deposits with any bank or trust company, as a trust fund, (i) a sum sufficient to redeem, on the date fixed for redemption, (ii) in the case of the redemption of uncertificated securities, an officer's certificate (as defined below) setting forth the holders of Class C Preferred shares registered on the books of the corporation and the number of shares held by each, and (iii) irrevocable instructions and authority to the bank or trust company to publish the notice of redemption of Class C Preferred shares (or to complete publication if it has previously been commenced) and to pay, on or after the date fixed for redemption or prior to redemption, the redemption price of the shares to their respective holders on the surrender of their share certificates in the case of certificated securities, then from and after the date of the deposit (although prior to the date fixed for redemption) the shares so called shall be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. ''Officer's Certificate'', as used in this paragraph (c), means a certificate signed and verified by the Board Chairperson or the President or any Vice-President and by the Secretary, the Chief Financial Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of the corporation. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit, the shares shall no longer be outstanding, and the holders of those shares shall cease to be shareholders with respect to those shares and shall have no rights with respect to those shares, except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, on surrender of their certificates if the shares redeemed are certificated and without such surrender if the shares redeemed are uncertificated, and any rights of conversion that may be provided for those shares in the resolution fixing their terms. Any funds so deposited on account of the redemption price of Class C Preferred shares that are convertible and are converted after the making of that deposit shall be repaid to the corporation promptly on the conversion of those Class C Preferred shares. Any interest accrued on any funds so deposited shall be the property of, and paid to, the corporation. If the holders of Class C Preferred shares so called for redemption shall not, at the end of six (6) years from the date fixed for redemption, have claimed any funds deposited, the bank or trust company shall pay over to the corporation the unclaimed funds, and the bank or trust company shall from that time be relieved of all responsibility to those holders, and those holders shall look only to the corporation for payment of the redemption price.

(iii) Right to Convert . The Class C Preferred shares shall be convertible, at the option (by delivering written instructions to the corporation by a holder of Class C Preferred shares opting to convert Class C Preferred shares to Common Shares) of the holders of the shares, at the office of the Corporation or any transfer agent for those shares; provided, however, the Class C Preferred shares may only be converted at a time after one year has elapsed since the close of the Initial Public Offering of the Company’s stock pursuant to the filing of an initial registration statement (“Initial Registration Statement”) under the Securities Act of 1933. The Class C Preferred shares shall be converted into that number of fully-paid and non-assessable Common shares. The initial conversion price for each series of the preferred shares is as follows Class C preferred shares shall be converted at a rate of eighty five percent (85%) of the initial registration price under a registration statement filed pursuant to the Securities Act of 1933, as amended. The Common Shares converted from Class C Preferred shares shall be included in the Initial Registration Statement of Common Shares filed by the Company under the Securities Act of 1933, as amended. This conversion price shall be subject to adjustment as provided below.

(c) Mechanics of Conversion. No fractional Common shares shall be issued upon conversion of Class C Preferred shares. All Common shares (including fractions thereof) issuable upon conversion of more than one share of Class C Preferred shares by a holder of Class C Preferred shares shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common shares, the Corporation shall pay, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, cash equal to that fraction multiplied by the then-effective conversion price for that series of Class C Preferred shares. Before any holder of Class C Preferred shares shall be entitled to convert those shares into full Common shares and to receive certificates for Common shares, the holder shall (a) give written notice to the Corporation, at the office of the Corporation or of any transfer agent for the Class C Preferred shares, that he or she elects to convert the same, and (b) surrender the certificate or certificates for those Class C Preferred shares, duly endorsed, at the office of the Corporation or of any transfer agent for the Class C Preferred shares, or notify the Corporation or its transfer agent that the certificates have been lost stolen, or destroyed, and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with those certificates. The Corporation shall, as soon as practicable after such a delivery, or the execution of such an agreement and indemnification in the case of a lost certificate, issue and deliver at that office to that holder of Class C Preferred shares a certificate or certificates for the number of Common shares to which that holder is entitled, and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Common shares. The conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the Class C Preferred shares to be converted and the person or persons entitled to receive the Common shares issuable upon conversion shall be treated for all purposes as the record holder or holders of those Common shares on that date.

(d) Adjustments to Conversion Price .

(i) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Common Shares. In the event the outstanding Common shares shall be increased by stock dividend payable in Common shares, stock split, subdivision, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a greater number of Common shares, the Conversion Price then in effect for each series of Class C Preferred shares shall, concurrently with the effectiveness of that event, be decreased in proportion to the percentage increase in the outstanding number of Common shares. In the event the outstanding Common shares shall be decreased by reverse stock split, combination, consolidation, or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation, into a lesser number of Common Shares, the Conversion Price then in effect for Class C Preferred Shares shall, concurrently with the effectiveness of that event, be increased in proportion to the percentage decrease in the outstanding number of Common shares.

(ii) Adjustments for Other Distributions. In the event the Corporation at any time, or from time to time makes, or fixes a record date for the determination of holders of Common shares entitled to receive, any distribution payable in securities of the Corporation other than Common shares and other than as otherwise adjusted in this Article, then and in each such event provision shall be made so that the holders of Class C Preferred shares shall receive upon conversion thereof, in addition to the number of Common shares receivable thereupon, the amount of securities of the Corporation that they would have received had their Class C Preferred shares been converted into Common shares on the date of that event and had they thereafter, during the period from the date of that event to and including the date of conversion, retained those securities receivable by them during that period, subject to all other adjustments called for during that period under this Article with respect to the rights of the holders of the Class C Preferred shares.

(iii) Adjustments for Reclassification, Exchange and Substitution. If the Common shares issuable upon conversion of the Class C Preferred shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect for Class C Preferred shares shall, concurrently with the effectiveness of the reorganization or reclassification, be proportionately adjusted so that the Preferred shares shall be convertible into, in lieu of the number of Common shares that the holders would otherwise have been entitled to receive, a number of shares of that other class or classes of stock equivalent to the number of Common shares that would have been subject to receipt by the holders upon conversion of their Class C Preferred shares immediately before that change.

(iv) Adjustments Upon Issuance of Additional Stock. If the Corporation shall issue ''Additional Stock'' (as defined below) for a consideration per share less than the Conversion Price for Class C Preferred shares then in effect on the date and immediately prior to that issue, then and in that event, the Conversion Price shall be reduced concurrently with that issue, to a price equal to the aggregate consideration paid per share in that issue.

''Additional Stock'' shall mean all Common shares issued by the Corporation after the date on which shares of the applicable Class C Preferred shares were first issued other than Common shares issued or issuable at any time (i) upon conversion of the Class C Preferred shares; (ii) to officers, directors, and employees of, and consultants to, the Corporation after the date on which shares of the applicable Class C Preferred shares were first issued as designated and approved by the Board of Directors; (iii) in connection with equipment leasing or bank financing transactions approved by the Corporation's Board of Directors; (iv) as a dividend or distribution in Class C Preferred shares; or (v) as described in this paragraph 2(B).

For the purpose of making any adjustment in the Conversion Price as provided above, the consideration received by the Corporation for any issue or sale of Common shares will be computed as follows:

(2) To the extent it consists of property other than cash, at the fair market value of that property as determined in good faith by the Corporation's Board of Directors;

(v) Certificate as to Adjustments. On the occurrence of each adjustment or readjustment of the Conversion Price of Class C Preferred shares, the Corporation at its expense shall promptly compute that adjustment or readjustment in accordance with the terms of this Article, and furnish to each holder of Class C Preferred shares a certificate setting forth that adjustment or readjustment and showing in detail the facts upon which that adjustment or readjustment is based. The Corporation shall, upon the written request of any holder of Class C Preferred shares, furnish or cause to be furnished to that holder a like certificate setting forth (a) those adjustments and readjustments, (b) the Conversion Price at the time in effect, and (c) the number of Common shares and the amount, if any, of other property which at the time would be received upon the conversion of the Class C Preferred shares.

(vi) Notices of Record Date. In the event that this Corporation shall propose at any time:

(2) To offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

(3) To effect any reclassification or recapitalization of its Common shares outstanding involving a change in the Common shares; or

(4) To merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property or business, or to liquidate, dissolve, or wind up;

Then, in connection with each such event, this Corporation shall send to the holders of the Class C Preferred shares:

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Class C Preferred shares at the address for each such holder as shown on the books of this Corporation.

(vii) Reservation of Stock Issuable on Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued Common shares, solely for the purpose of effecting the conversion of the shares of the Class C Preferred shares, such a number of its Common shares as shall from time to time be sufficient to effect the conversion of all outstanding Class C Preferred shares; and if at any time the number of authorized but unissued Common shares shall not be sufficient to effect the conversion of all then outstanding Class C Preferred shares, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common shares to that number of shares which shall be sufficient for that purpose, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Articles of Incorporation.

(viii) Status of Converted Stock. In case Class C Preferred shares shall be converted pursuant to this Article, the shares so converted shall resume the status of authorized but unissued Class C Preferred shares.

(iv) Voting Rights . Except as in this Article otherwise expressly provided or as otherwise provided by law, the holders of Common shares shall have and possess the exclusive right to notice of shareholders' meetings and the exclusive voting rights and powers and the holders of any series Preferred shares shall not be entitled to notice of any shareholders' meetings or to vote on the election of directors or on any other matter. If at any time dividends on any series of Preferred shares shall be in arrears in an amount at least equal to eight quarterly dividends (whether consecutive or not), then, until all arrears in dividends on the Preferred shares shall have been paid and the full dividend on the Preferred shares for the then current quarterly dividend period shall have been declared and paid or set apart for payment or fail to be paid in a timely manner as required by these articles eight times, whether or not subsequently paid, the holders of the cumulative outstanding Preferred shares shall be entitled, voting as a class, to elect one-half of the authorized number of directors and the holders of Common shares then outstanding shall be entitled, voting as a class, to elect the remaining one-half of the directors. The directors elected by the holders of Preferred shares voting as a class pursuant to this paragraph shall be subject to removal only by the vote of the holders of Preferred shares so long as the right of the holders of Preferred shares voting as a class to elect directors shall continue.

(v) Liquidation Rights . In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, the holders of the Class C Preferred shares shall be entitled to receive, only after the assets of the corporation have been distributed among or paid over to the Class A Preferred shares, from the assets of the corporation such preferential amount in cash as may be fixed for the Class C Preferred shares in redemption of those shares and, a further preferential amount in cash equal to all accrued and unpaid dividends on those shares to and including the date that payment is made available to the holders of Class C Preferred shares. Those preferential amounts shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the corporation to, the holders of Common shares in connection with the liquidation, dissolution, or winding up. If the resolution or resolutions fixing the terms of the Class C Preferred shares shall so provide, the preferential amount payable to the holders of Class C Preferred shares in the event of any liquidation, dissolution, or winding up of the corporation may vary depending on the time of liquidation, dissolution, or winding up. With respect to the respective preferential amounts fixed for the Class C Preferred shares payable on any distribution of assets by way of liquidation, dissolution, or winding up of the corporation, Class A shares shall be set apart for full payment of preferential amounts, and thereafter each Class C Preferred share shall rank with each other Class B Preferred share in parity proportionate to those respective preferential amounts. No such amounts shall be paid or set apart for payment on the Class C Preferred shares unless at the same time amounts in like proportion to the respective preferential amounts to which the Class C Preferred shares are entitled shall be paid or set apart for payment on all Class B and Class C Preferred shares then outstanding. After the payment or the setting apart for payment to the holders of the Class A Preferred shares of the preferential amounts so payable to them, and then the Class B and Class C Preferred shares of the preferential amounts so payable to them, the holders of Common shares shall be entitled to receive, ratably, all remaining assets of the corporation. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of this corporation, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this paragraph.

The remainder of the Certificate of Amendment of the Articles of Incorporation dated March 30, 2006 remain in its entirety and are included herein by reference in this Certificate of Amendment dated September 25, 2006.

We declare under penalty of perjury that the statements set forth in this certificate are true and correct of our own knowledge and that this declaration was executed on September 13, 2006 at Fort Wayne, Indiana.

Dated: October 2, 2006


By: /s/
Brian Kistler, Chief Executive Officer


/s/
Robin Hunt, Chief Financial Officer & Secretary

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

FREEDOM FINANCIAL HOLDINGS, INC.

Freedom Financial Holdings, Inc., a Maryland Corporation certifies that:

1. Brian Kistler is the Chief Executive Officer of Freedom Financial Holdings, Inc, a Maryland corporation and Robin Hunt is the Chief Financial Officer and Secretary.

2. The Board of Directors of Freedom Financial Holdings, Inc. has approved the following amendments to the Articles of Incorporation:

Article 6 of the Articles of Incorporation is amended to read in its entirety as follows:

(A) The corporation is authorized to issue two (2) classes of stock. The number of authorized Common shares is One Hundred Fifty Million (150,000,000) at $.001 par value. The number of authorized Preferred shares is Ten Million (10,000,000) at $.001 par value, the aggregate par value of both of which is $160,000.00. The corporation is authorized to issue three (3) classes of preferred stock, designated as, “Class A,” “Class B,” and “Class C.” The number of authorized Class A shares is One Million (1,000,000) at a price of Two Dollars ($2.00) per share. The number of authorized Class B shares is Five Hundred Thousand (500,000) at a price of Two Dollars ($2.00) per share. The number of authorized Class C shares is Three Hundred Thousand (300,000) at a price of Two Dollars ($2.00) per share.

(B) A statement of the rights, preferences, privileges, and restrictions granted to or imposed on the Class A series of shares or on their holders is as follows:

(i) Dividend Rights . The holders of the Preferred shares of Class A shall not be entitled to receive dividends.

(ii) Redemption . In the event not converted to Common shares and if the Company has not registered the shares within two (2) years the shareholder will have an automatic right to redeem the shares at a price or prices per share fixed for that Class A series, plus an amount equal to all accrued and unpaid dividends on those shares to and including the date fixed for redemption, that sum referred to in this Article 6 as the ''redemption price.'' If the resolution or resolutions fixing the terms of the Class A Preferred shares shall so provide, the redemption price or prices at which the Class A Preferred shares may be redeemed may vary depending on the time or circumstances of redemption. The resolution fixing the terms of the Class A series may also fix the price or prices at which the shares of the Class A series may be redeemed for the purpose of any sinking fund provided for Class A shares by that resolution. In case of the redemption of fewer than all Class A Preferred shares of at the time outstanding, the shares of the Class A series to be redeemed shall be selected by the corporation pro rata or by lot. The Class A Preferred shares shall have priority over the Class B and Class C Preferred shares for automatic redemption; no Class B or Class C shares may be automatically redeemed until all Class A Preferred shares have been redeemed.

(a) The corporation shall give notice of any redemption as provided in this subparagraph (c). The notice of redemption shall set forth the series of Preferred shares or the part of any Class A Preferred shares to be redeemed, the date fixed for redemption, the redemption price, if the shares are convertible, the then-current conversion price (as defined with respect to the convertible shares) and the date of termination of the right to convert, and, if the shares are certificated securities, the place or places at which the shareholders may obtain payment of the redemption price on surrender of their share certificates .

(iii) Right to Convert . The Class A Preferred shares shall be converted to fully-paid and non-assessable Common shares without any action by the holders thereof, as of the date of the filing of an initial registration (“Registration”) of Common shares under the Securities Act of 1933. The initial conversion price for which each series of the preferred shares is as follows: Class A preferred shares shall be converted at a rate of 2/3 of the initial registration price of the Common shares in the initial public offering (“IPO”) of the Company. This conversion price shall be subject to adjustment as provided below.