Colorado
|
_____________________
|
_____________________
|
(State or other Jurisdiction of Incorporation or Organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
Title of each class of securities to be registered
|
Number of Shares
to be registered
|
Proposed maximum offering price
per share (1) (2)
|
Proposed maximum aggregate
offering price
|
Amount of
registration fee
|
||||||||||
Common Stock, no par value
|
3,925,800
|
$
|
0.10
|
$
|
392,580
|
$ |
45.58
|
|||||||
Total Registration Fee
|
$
|
0.10
|
$
|
392,580
|
$ |
45.58
|
(1)
|
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.
|
(2)
|
Calculated in accordance with Rule 457(g)(1). Paid previously.
|
1.
|
The sale by us of a minimum of 200,000 shares of common stock up to a maximum of 500,000 shares of common stock at a purchase price of $0.10 per share (“The Primary Offering”).
|
2.
|
The resale of up to 3,425,800 shares of our common stock. The selling shareholders will sell their shares at a fixed price of $.10 per share during the primary offering and thereafter at prevailing market prices.(“The Resale Offering”).The significant shareholders are deemed “underwriters’ and will sell their shares at $0.10 per share for the duration of this offering.
|
Page
|
|
Prospectus Summary
|
4
|
Risk Factors
|
5
|
Use of Proceeds
|
13
|
Market for Common Equity and Related Stockholder Matters
|
13
|
Management’s Discussion and Analysis or Plan of Operation
|
14
|
Business
|
19
|
Employees
|
22
|
Legal Proceedings
|
22
|
Management
|
23
|
Executive Compensation
|
24
|
Certain Relationships and Related Transactions
|
25
|
Security Ownership of Certain Beneficial Owners and Management
|
25
|
Description of Securities to be Registered
|
26
|
Indemnification for Securities Act Liabilities
|
26
|
Plan of Distribution
|
27
|
Selling Stockholders
|
27
|
Legal Matters
|
29
|
Experts
|
29
|
Available Information
|
29
|
Index to Financial Statements
|
30
|
Signatures
|
I-4
|
Common stock outstanding before the offering
|
Prior to this Offering, we have 11,425,800 shares of Common Stock outstanding.
|
|
Maximum number of shares offered by us
|
Up to 500,000 shares of our common stock
|
|
Securities offered by selling shareholders
|
Up to 3,425,800 shares of common stock.
This number represents 30% of our current outstanding stock.
|
|
Common stock to be outstanding after the offering
|
Up to 11,925,800 shares of our common stock.
|
|
Use of proceeds
|
We will receive proceeds from the sale of our shares to the public under this prospectus to be use for the payment of costs and expenses we incur in the startup of our business
|
Summary Financial Information
|
Six Months
Ended
June 30, 2011
|
July 28, 2008
(inception) thru
June 30, 20011
|
|||||||
Revenues
|
$
|
0
|
$
|
0
|
||||
Total Operating Expenses
|
$
|
19,390
|
$
|
99,846
|
||||
Net income (loss)
|
$
|
(19,390)
|
$
|
(99,846)
|
||||
Income (loss) per share (basic and diluted)
|
$
|
(**)
|
$
|
(**)
|
||||
Weighted average shares of common stock outstanding (basic and diluted)
|
$
|
11,385,322
|
June 30, 2011 Unaudited
|
Dec 31, 2010 Audited
|
|||||||
Working capital
|
$
|
7,682
|
$
|
11,942
|
||||
Total assets
|
$
|
13,753
|
$
|
14,982
|
||||
Total liabilities
|
$
|
6,071
|
$
|
3,040
|
||||
Accumulated deficit during development stage
|
$
|
(99,646)
|
$
|
(80,256)
|
||||
Stockholders’ equity (deficit)
|
$
|
7,682
|
$
|
11,942
|
•
|
Unfavorable trends in the median home values in Colorado;
|
||
•
|
the availability, pricing and timeliness of web advertising campaigns;
|
||
•
|
the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions and the retail price of signs, sign riders, telephone services, and Mentor Sales Workshops;
|
||
•
|
timing, availability and changes in government incentive programs;
|
||
•
|
unplanned additional expenses;
|
||
•
|
logistical costs;
|
||
•
|
unpredictable volume and timing of buyer sales;
|
||
•
|
our ability to establish and expand listing agent relationships;
|
||
•
|
The number of buyer agents that we are able to recruit, the ability to book facilities for the sales training seminars;
|
||
•
|
the timing of new technology announcements or introductions by our competitors and other developments in the competitive environment;
|
||
•
|
increases or decreases in appreciation rates due to changes in economic growth;
|
||
•
|
Travel costs and other factors causing the mentor training business to become more difficult; and
|
||
•
|
Changes in lending, inspection, appraisal and other closing delays.
|
•
|
our failure to offer mentoring services that compete favorably against other agents on the basis of cost, quality and performance;
|
•
|
our failure to offer mentoring services that compete favorably against conventional sales agents and realtors and alternative lead-generation technologies, such as text and e-mail spamming on the basis of cost, quality and performance.
|
•
|
cost-effectiveness of hiring a mentor as compared with establishing a conventional buyer agency agreement;
|
•
|
performance and reliability of trained mentors as compared with conventional and established buyer agents;
|
•
|
success of alternative lead generation technologies such as web-casts, text messaging, email spamming;
|
•
|
fluctuations in economic and market conditions that impact the viability of real estate purchases;
|
•
|
increases or decreases in the costs associated with obtaining a residential home loan;
|
•
|
capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;
|
•
|
continued regulation of the real estate and lending industries
|
•
|
availability and effectiveness of government subsidies and incentives.
|
·
|
that a broker or dealer approve a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
·
|
obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
·
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
·
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
Number of Shares Sold
|
200,000 | 500,000 | ||||||
Percent of Maximum, %
|
40 | 100 | ||||||
Proceeds, $
|
$ | 20,000 | $ | 50,000 | ||||
Legal / Accounting Fees
|
$ | 9,000 | $ | 9,000 | ||||
Website Design and
Proprietary Software Implementation
|
$ | 4,000 | $ | 12,000 | ||||
Web-based Marketing
|
$ | 2,000 | $ | 10,000 | ||||
Contract Labor
|
$ | 1,500 | $ | 10,000 | ||||
Purchase of Signs
|
$ | 1,300 | $ | 5,000 | ||||
IVR & telephone service fees
|
$ | 2,200 | $ | 4,000 |
1.
|
Recruiting and training buyer agents
|
2.
|
Forming contracts with listing agents
|
3.
|
Real Estate Investment mentoring
|
Six Months
Ended
June 30, 2011
|
Period form
Inception
July 28, 2008 through
June 30, 2011
|
|||||||
Revenues, net
|
$
|
-
|
$
|
-
|
||||
Gross profit (loss)
|
-
|
-
|
||||||
Selling, general and administrative expenses
|
12,356
|
92,707
|
||||||
Professional fees
|
7,034
|
7,139
|
||||||
Total operating expenses
|
19,390
|
99,846
|
||||||
Loss from operations
|
19,390
|
99,846
|
||||||
Other Income (expense)
|
-
|
200
|
||||||
Loss from operations before income taxes
|
(19,390)
|
(99,646
|
)
|
|||||
Income tax provision
|
-
|
-
|
||||||
Net loss
|
$
|
(19,390
|
)
|
$
|
(99,646
|
)
|
1.
|
Locate and call established listing agents, explain the financial benefits of our service and procure referral agreements with interested listing agents.
|
2.
|
Place IVR signs at each of the listings, obtain weekly status updates on the properties from the listing agents, supply the listing agents with weekly call capture updates.
|
3.
|
Recruit new and under-achieving buyer agents by advertising on the web, procure referral agreements with interested buyer agents, and train the agents on how to convert the leads, and have them submit weekly logs on the leads sent to them.
|
1.
|
Place online advertisements to recruit buyer agents
|
2.
|
Place calls to established listing agents to set up presentations of our buyer agent outsourcing service
|
3.
|
Meet with listing agents and procure referral agreements
|
4.
|
Meet with buyer agents to procure referral agreements
|
5.
|
Train buyer agents
|
6.
|
Put our IVR signs in the yards of the listing agents listings
|
7.
|
Monitor incoming IVR’s
|
8.
|
Manage pending files and under contract files
|
9.
|
Meet with producing buyer agents and submit their logs to the listing agents
|
10.
|
Meet with producing listing agents and obtain accurate status updates on their listings
|
11.
|
Pick up our IVR signs from sold listings
|
12.
|
Deposit referral checks
|
13.
|
Cut buyer agent commission checks
|
14.
|
Meet with bookkeepers
|
15.
|
Meet with Auditors
|
16.
|
Maintain proper SEC Filings
|
1.
|
Attend meetings of local real estate boards
|
2.
|
Meet with established and producing listing agents to procure referral agreements
|
3.
|
Organize new buyer agent trainings
|
4.
|
Locate equity investors. Examples: Ambermax III
|
|
|
Draft and File Registration Statement
|
·
|
Foreclosure Supply Constraints:
A large portion of the homes that have been foreclosed upon are not being put onto the market for sale. Larger banks discovered in early 2007, that when they flooded the market with foreclosures and attempted to get them off their books quickly, the market plummeted drastically and so did their stock values. Today, lenders keep their foreclosed properties on their books and gradually leak the inventory onto the market. The results are quite different. Instead of causing the real estate markets to crash, the markets remain relatively stable and the banks shareholders are much happier. The only problem is that there is a growing shadow market. This market is the foreclosure inventory of tomorrow. Because banks are not putting all their foreclosures out on to the open market the down market will be prolonged. As a result, the demand for expert real estate advice rather than just a hard sell from an agent is going to remain relatively constant. Due to a slowing of the United States real estate market, there are far fewer buyer, far fewer realtors, and far more homes on the market, but buyers want deals and that is where Home Treasure Finders Comes in.
|
·
|
Lending Constraints:
For many years, obtaining a new home loan was a very easy process, but this is no longer the case. Today, your credit score must be 70 points higher than just 3 years ago, and tax returns are required for income verification on all loans. These two things coupled with higher down payment requirements have reduced the number of eligible buyers by 50% in the last three years. In many parts of the US, the appraisal processes are also much more stringent than in the past. Development and building loans are also much less prevalent and in some areas are not existent. This has helped the inventory of homes grow to as high as a six year supply in some areas. However, there are other areas that have inventory that is insufficient to meet demand.
|
·
|
Decrease Time Spent on Each Referral-
In most cases, the current cost a buyer agent pays for a referral is 25% of their gross commission received. The majority of all referrals are given personally by one agent calling another agent, obtaining a referral agreement, and supplying the agent with their client’s contact information and lender information. Home Treasure Finders charges 50% of the gross commissions earned because we are sending the leads in volume and sending the buyer agents leads generated by the most saleable properties. The leads will be generated via the IVR signs and via internet advertisements on only discounted properties. It is a wholesale market and we supply buyer agents with wholesale leads. While we know the value of the leads is there, whether they are paying 50% for them or not, many buyer agents will likely decide to pass on working with us because they doubt the call volume or the success rates of the Cold Conversion system.
|
·
|
Decrease Time Spent on Each Referral-
In most cases, the current cost a buyer agent pays for a referral is 25% of their gross commission received. The majority of all referrals are given personally by one agent calling another agent, obtaining a referral agreement, and supplying the agent with their client’s contact information and lender information. Home Treasure Finders charges 50% of the gross commissions earned because we are sending the leads in volume and sending the buyer agents leads generated by the most saleable properties. The leads will be generated via the IVR signs and via internet advertisements on only discounted properties. It is a wholesale market and we supply buyer agents with wholesale leads. While we know the value of the leads is their whether they are paying 50% for them or not, many buyer agents will likely decide to pass on working with us because they doubt the call volume or the success rates of the Cold Conversion system.costs.
|
·
|
Achieve Higher Conversion Efficiencies.
Increasing the efficiency of our cold conversion system will increase the number of sales each of our mentors can successfully complete per quarter.
|
·
|
Improve Service.
We believe that a good mentor agent should be able to provide a vast network of contractors, lenders, and title agents to each of their clients. Establishing these networks and maintaining relationships will take time, but in order to supply each client with the ultimate mentor and experience we will need to put a high priority on networking.
|
·
|
Procuring more and more master referral agreements.
|
·
|
Training more and more buyer agents.
|
·
|
Promoting and enhancing a reputation for successfully mentoring Buyers and sellers.
|
·
|
Successfully converting IVR leads our local market until we can expand to other states.
|
·
|
Lead cost;
|
||
·
|
Lead conversion rate
|
Name
|
Age
|
Position
|
||
Corey Wiegand
(1)
|
32
|
President, Chief Financial Officer and Director
|
(1)
|
Our President, founder and director
|
Name and
principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||||
Corey Wiegand Officer and Sole Director
|
2008,2009,2010
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Title of Class
|
Name ofBeneficial Owner (1)
|
Number of Shares Beneficially Owned (2)
|
Percentage Ownership (2)
|
Common Stock
|
Corey Wiegand
|
6,700,000
|
58.6
%
|
Common Stock
|
Bristlecone Associates, LLC (3)
38113 Fruitland Mesa Road
Crawford, CO 81415
|
3,000,000
|
26.2%
|
Common Stock
|
All Executive Officers and Directors as a Group (1 person)
|
6,700,00
|
58.6%
|
(1)
|
Except as otherwise indicated, the address of each beneficial owner is c/o Home Treasure Finders, Inc., 3412 West 62
nd
Ave., Denver, CO 80221.
|
(2)
|
Applicable percentage ownership is based on 11,425,800 shares of common stock outstanding as of June 30, 2011 and as of the date of this prospectus. 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.
|
(3)
|
Bristlecone Associates, LLC acquired 3,000,000 shares from Kevin Byrne on December 25, 2010 for $2,500 cash.
|
·
|
have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;
|
·
|
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
·
|
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights are entitled to one vote per share on all matters on which stockholders may vote
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
·
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
·
|
privately negotiated transactions; and
|
·
|
a combination of any such methods of sale.
|
Name of Selling Stockholder
|
Common
|
Total Shares
|
Number of Shares Owned
|
||
and Position, Office or
|
Shares owned by
|
Registered Pursuant
|
Issued and
|
by Selling Stockholder After
|
|
Material Relationship with
|
the selling
|
to this
|
Outstanding Shares
|
Offering and Percent of Total
|
|
Mountain Renewables, Inc.
|
Stockholder (1)
|
Offering
|
before Offering
|
Issued and Outstanding(2)
|
|
% of Class
|
# of Shares
|
% of Class
|
|||
Bristlecone Associates, LLC
|
3,000,000
|
1,000,000
|
26.3
|
2,000,000
|
17.5
|
Janet Collins
|
200,000
|
200,000
|
1.75
|
Nil
|
Nil
|
James Wiegand
|
200,000
|
200,000
|
1.75
|
Nil
|
Nil
|
Corey Wiegand**
|
6,700,000
|
700,000
|
58.6
|
6,000,000
|
52.5
|
Kevin Byrne
|
400,000
|
400,000
|
3.5
|
Nil
|
Nil
|
Martha S. Sandoval
|
200,000
|
200,000
|
1.75
|
Nil
|
Nil
|
Dustin Sandoval
|
50,000
|
50,000
|
*
|
Nil
|
Nil
|
Jessica Sandoval
|
50,000
|
50,000
|
*
|
Nil
|
Nil
|
Andrew Peterson
|
50,000
|
50,000
|
*
|
Nil
|
Nil
|
Lacey Rosales
|
50,000
|
50,000
|
*
|
Nil
|
Nil
|
Craig Bordon
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Craig K. Olson
|
20,000
|
20,000
|
*
|
Nil
|
Nil
|
David Callaham
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
David Zallar
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Larry Willis
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Shirley Hale
|
20,000
|
20,000
|
*
|
Nil
|
Nil
|
Richard Giannotti
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Craig Kimbal
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Delos Elmer
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Craig A. Olson
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Kiva Stack
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Stacy Thomas
|
2,500
|
2,500
|
*
|
Nil
|
Nil
|
Katherine Vacha
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Mike and Michelle Vacha JTWROS
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Anthony Clanton
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Gordon and Lahna Crabtree JTWROS
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Kimberley Manning
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Nathan and Jana Faris JTWROS
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Michael Willis
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Grant Willis
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
William Gofigan
|
2,500
|
2,500
|
*
|
Nil
|
Nil
|
Kent Florence
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Ryan Kaszycki
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Teri Tabor
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Jeffery and Heather Christainsen JTWROS
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Ruth Harrison Revocable Trust
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Tom Menten
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Frederich and Cheryl Johnston
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Francis Acedo
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Steven Crouch
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Chris Crouch
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Beau Brooks
|
10,000
|
10,000
|
*
|
Nil
|
Nil
|
Sonja Gouak (4)
|
140,000
|
140,000
|
1.2
|
Nil
|
Nil
|
Jason Darymple
|
8,800
|
8,800
|
*
|
Nil
|
Nil
|
Walt White
|
36,000
|
36,000
|
*
|
Nil
|
Nil
|
Nick Krut
|
16,000
|
16,000
|
*
|
Nil
|
Nil
|
Total Shares
|
11,425,800
|
3,425,800
|
(1)
|
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.
|
(2)
|
Assumes that all securities registered will be sold.
|
(3)
|
Bristlecone Associates, LLC a Colorado Limited Liability Company, is controlled by Anna Collins. Bristlecone Associates, LLC is not a broker-dealer or affiliate of a broker-dealer. Bristlecone Associates, LLC should be deemed an “underwriter.” There is no relationship between Anna Collins and any of the other selling shareholders. Bristlecone purchased the 3,000,000 shares from Kevin Byrne on December 25, 2010 for $2,500 cash
|
(4)
|
Sonja Gouak is not a broker-dealer or affiliate of a broker-dealer. There is no relationship between Sonja Gouak and any of the other selling shareholders. We issued Sonja Gouak 140,000 shares on March 16, 2009 for future services as our financial printer. The services are valued at $7,000.
|
Report of Independent Registered Public Accounting Firm
|
F - 2 | |||
Consolidated Balance Sheets
|
F - 3 | |||
Consolidated Statements of Operations
|
F - 4 | |||
Consolidated Statements of Stockholders’ Equity
|
F - 5 | |||
Consolidated Statements of Cash Flows
|
F - 6 | |||
Notes to the Consolidated Financial Statements
|
F - 7 |
July 28,
|
||||||||||||
2008
|
||||||||||||
(Inception)
|
||||||||||||
For the Year Ended
|
Through
|
|||||||||||
December 31,
|
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
Operating expenses:
|
||||||||||||
Professional fees
|
— | 105 | 105 | |||||||||
General and Administrative
|
24,464 | 17,741 | 80,351 | |||||||||
Total operating expenses
|
24,464 | 17,846 | 80,456 | |||||||||
Net Operating loss
|
(24,464 | ) | (17,846 | ) | (80,456 | ) | ||||||
Other Income
|
||||||||||||
Other income
|
— | 200 | 200 | |||||||||
Total other income
|
— | 200 | 200 | |||||||||
Net loss
|
$ | (24,464 | ) | $ | (17,646 | ) | $ | (80,256 | ) | |||
Basic and diluted loss per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Basic and diluted weighted average
|
||||||||||||
common shares outstanding
|
11,365,000 | 11,336,233 |
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||
Common Stock
|
Paid In
|
Development
|
Total
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance at July 28, 2008 (inception)
|
||||||||||||||||||||
(Note 1)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Common stock issued on July 28, 2008 for
|
||||||||||||||||||||
services to set up the Company valued
|
||||||||||||||||||||
at $0.001 per share
|
100,000 | 100 | — | — | 100 | |||||||||||||||
Common stock issued on July 29, 2008 for cash
|
||||||||||||||||||||
contributed by officers of the Company
|
||||||||||||||||||||
valued at $0.0004 per share
|
6,600,000 | 2,395 | — | — | 2,395 | |||||||||||||||
Common stock issued on July 29, 2008 for cash at
|
||||||||||||||||||||
$0.006 per share
|
3,400,000 | 2,091 | — | — | 2,091 | |||||||||||||||
Acquisition of Ambermax III (Note 3) on
|
||||||||||||||||||||
November 28, 2008
|
1,125,000 | 12,676 | — | — | 12,676 | |||||||||||||||
Services contributed by officers
|
— | — | 33,300 | — | 33,300 | |||||||||||||||
Net loss for the year ended December 31, 2008
|
— | — | — | (38,146 | ) | (38,146 | ) | |||||||||||||
Balance at December 31, 2008
|
11,225,000 | 17,262 | 33,300 | (38,146 | ) | 12,416 | ||||||||||||||
Common stock issued on March 16, 2009 for
|
||||||||||||||||||||
services valued at $0.05 per share
|
140,000 | 7,000 | — | — | 7,000 | |||||||||||||||
Capital contributed by an officer
|
— | — | 116 | — | 116 | |||||||||||||||
Services contributed by officers
|
— | — | 12,700 | — | 12,700 | |||||||||||||||
Net loss for the year ended December 31, 2009
|
— | — | — | (17,646 | ) | (17,646 | ) | |||||||||||||
Balance at December 31, 2009
|
11,365,000 | 24,262 | 46,116 | (55,792 | ) | 14,586 | ||||||||||||||
Services contributed by officers
|
— | — | 21,820 | — | 21,820 | |||||||||||||||
Net loss for the year ended December 31, 2010
|
— | — | — | (24,464 | ) | (24,464 | ) | |||||||||||||
Balance at December 31, 2010
|
11,365,000 | $ | 24,262 | $ | 67,936 | $ | (80,256 | ) | $ | 11,942 | ||||||||||
July 28,
|
||||||||||||
2008
|
||||||||||||
(Inception)
|
||||||||||||
For the Year Ended
|
Through
|
|||||||||||
December 31,
|
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (24,464 | ) | $ | (17,646 | ) | $ | (80,256 | ) | |||
Adjustments to reconcile net loss to net cash
|
||||||||||||
used by operating activities:
|
||||||||||||
Contributed services
|
21,820 | 12,700 | 67,820 | |||||||||
Common stock issued for services
|
— | — | 100 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase (decrease) in accounts payable
|
1,320 | 1,720 | 3,040 | |||||||||
Net cash used in
|
||||||||||||
operating activities
|
(1,324 | ) | (3,226 | ) | (9,296 | ) | ||||||
Cash flows from investing activities:
|
— | — | — | |||||||||
Cash flows from financing activities:
|
||||||||||||
Contributed capital
|
— | 116 | 116 | |||||||||
Proceeds from common stock sales
|
— | — | 17,162 | |||||||||
Net cash provided by
|
||||||||||||
financing activities
|
— | 116 | 17,278 | |||||||||
Net change in cash
|
(1,324 | ) | (3,110 | ) | 7,982 | |||||||
Cash, beginning of period
|
9,306 | 12,416 | — | |||||||||
Cash, end of period
|
$ | 7,982 | $ | 9,306 | $ | 7,982 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Income taxes
|
$ | — | $ | — | $ | — | ||||||
Interest
|
$ | — | $ | — | $ | — | ||||||
NON CASH FINANCING ACTIVITIES:
|
||||||||||||
Common stock issued for prepaid services
|
$ | — | $ | 7,000 | $ | 100 | ||||||
2010
|
2009
|
|||||||
Deferred tax assets:
|
||||||||
NOL Carryover
|
$ | 1,800 | $ | 1,800 | ||||
Valuation allowance
|
(1,800 | ) | (1,800 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
2010
|
2009
|
|||||||
Book Income
|
$ | (4,802 | ) | $ | (3,464 | ) | ||
Stock issued for services
|
455 | 141 | ||||||
Contributed services
|
4,283 | 2,493 | ||||||
Valuation allowance
|
64 | 830 | ||||||
$ | - | - |
Condensed Consolidated Balance Sheets
|
F - 14
|
Condensed Consolidated Statements of Operations
|
F - 15
|
Consolidated Statements of Changes in Shareholders' Equity
|
F - 16
|
Condensed Consolidated Statements of Cash Flows
|
F - 17
|
Notes to Condensed Consolidated Financial Statements
|
F - 18
|
June 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 6,753 | $ | 7,982 | ||||
Prepaid expenses
|
7,000 | 7,000 | ||||||
Total current assets
|
$ | 13,753 | $ | 14,982 | ||||
Liabilities and Shareholders’ Equity
|
||||||||
Liabilities:
|
||||||||
Accounts payable
|
$ | 6,071 | $ | 3,040 | ||||
Total current liabilities
|
6,071 | 3,040 | ||||||
Shareholders’ equity:
|
||||||||
Common stock, no par value; 100,000,000 shares authorized,
|
||||||||
11,425,800 and 11,365,000 shares issued and outstanding, respectively
|
27,302 | 24,262 | ||||||
Additional paid in capital
|
80,026 | 67,936 | ||||||
Deficit accumulated during development stage
|
(99,646 | ) | (80,256 | ) | ||||
Total shareholder’s equity
|
7,682 | 11,942 | ||||||
Total liabilities and shareholders' equity
|
$ | 13,753 | $ | 14,982 |
July 28,
|
||||||||||||
2008
|
||||||||||||
(Inception)
|
||||||||||||
For the Six Months Ended
|
Through
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2011
|
2010
|
2011
|
||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
Operating expenses:
|
||||||||||||
Professional fees
|
7,034 | — | 7,139 | |||||||||
General and administrative
|
12,356 | 12,072 | 92,707 | |||||||||
Total operating expenses | 19,390 | 12,072 | 99,846 | |||||||||
Operating loss | (19,390 | ) | (12,072 | ) | (99,846 | ) | ||||||
Other Income
|
||||||||||||
Other income
|
— | — | 200 | |||||||||
Total other income | — | — | 200 | |||||||||
Net loss
|
$ | (19,390 | ) | $ | (12,072 | ) | $ | (99,646 | ) | |||
Basic and diluted loss per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Basic and diluted weighted average
|
||||||||||||
common shares outstanding
|
11,385,322 | 11,365,000 | ||||||||||
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||
Common Stock
|
Paid In
|
Development
|
Total
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance at July 28, 2008 (inception)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Common stock issued on July 28, 2008 for
|
||||||||||||||||||||
services to set up the Company valued
|
||||||||||||||||||||
at $0.001 per share
|
100,000 | 100 | — | — | 100 | |||||||||||||||
Common stock issued on July 29, 2008 for cash
|
||||||||||||||||||||
contributed by officers of the Company
|
||||||||||||||||||||
valued at $0.0004 per share
|
6,600,000 | 2,395 | — | — | 2,395 | |||||||||||||||
Common stock issued on July 29, 2009 for cash at
|
||||||||||||||||||||
$0.006 per share
|
3,400,000 | 2,091 | — | — | 2,091 | |||||||||||||||
Acquisition of Ambermax III on
|
||||||||||||||||||||
November 28, 2008
|
1,125,000 | 12,676 | — | — | 12,676 | |||||||||||||||
Services contributed by officers
|
— | — | 33,300 | — | 33,300 | |||||||||||||||
Net loss for the year ended December 31, 2008
|
— | — | — | (38,146 | ) | (38,146 | ) | |||||||||||||
Balance at December 31, 2008
|
11,225,000 | 17,262 | 33,300 | (38,146 | ) | 12,416 | ||||||||||||||
Common stock issued on March 16, 2009 for
|
||||||||||||||||||||
services valued at $0.05 per share
|
140,000 | 7,000 | — | — | 7,000 | |||||||||||||||
Capital contributed by officers
|
— | — | 116 | — | 116 | |||||||||||||||
Services contributed by officers
|
— | — | 12,700 | — | 12,700 | |||||||||||||||
Net loss for the year ended December 31, 2009
|
— | — | — | (17,646 | ) | (17,646 | ) | |||||||||||||
Balance at December 31, 2009
|
11,365,000 | 24,262 | 46,116 | (55,792 | ) | 14,586 | ||||||||||||||
Services contributed by officers
|
— | — | 21,820 | — | 21,820 | |||||||||||||||
Net loss for the year ended December 31, 2010
|
— | — | — | (24,464 | ) | (24,464 | ) | |||||||||||||
Balance at December 31, 2010
|
11,365,000 | 24,262 | 67,936 | (80,256 | ) | 11,942 | ||||||||||||||
Common stock issued on March 1, 2011 for
|
||||||||||||||||||||
services valued at $0.05 per share (unaudited)
|
60,800 | 3,040 | — | — | 3,040 | |||||||||||||||
Services contributed by an officer (unaudited)
|
— | — | 12,090 | — | 12,090 | |||||||||||||||
Net loss for the period ended June 30, 2011
|
||||||||||||||||||||
(unaudited)
|
— | — | — | (19,390 | ) | (19,390 | ) | |||||||||||||
Balance at June 30, 2011 (unaudited)
|
11,425,800 | $ | 27,302 | $ | 80,026 | $ | (99,646 | ) | $ | 7,682 |
July 28,
|
||||||||||||
2008
|
||||||||||||
(Inception)
|
||||||||||||
For the Year Ended
|
Through
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2011
|
2010
|
2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (19,390 | ) | $ | (12,072 | ) | $ | (99,646 | ) | |||
Adjustments to reconcile net loss to net cash
|
||||||||||||
used by operating activities:
|
||||||||||||
Contributed services
|
12,090 | 10,910 | 79,910 | |||||||||
Common stock issued for services
|
3,040 | — | 3,140 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase (decrease) in accounts payable
|
3,031 | — | 6,071 | |||||||||
Net cash used in
|
||||||||||||
operating activities
|
(1,229 | ) | (1,162 | ) | (10,525 | ) | ||||||
Cash flows from investing activities:
|
— | — | — | |||||||||
Cash flows from financing activities:
|
||||||||||||
Contributed capital
|
— | — | 116 | |||||||||
Proceeds from common stock sales
|
— | — | 17,162 | |||||||||
Net cash provided by
|
||||||||||||
financing activities
|
— | — | 17,278 | |||||||||
Net change in cash
|
(1,229 | ) | (1,162 | ) | 6,753 | |||||||
Cash, beginning of period
|
7,982 | 9,306 | — | |||||||||
Cash, end of period
|
$ | 6,753 | $ | 8,144 | $ | 6,753 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Income taxes
|
$ | — | $ | — | $ | — | ||||||
Interest
|
$ | — | $ | — | $ | — | ||||||
NON CASH FINANCING ACTIVITIES:
|
||||||||||||
Common stock issued for prepaid services
|
$ | 3,040 | $ | 7,000 | $ | 10,040 | ||||||
SEC registration fee
|
$
|
75.00
|
||
Printing and engraving expenses
|
100.00
|
|||
Legal fees and expenses
|
1,000.00
|
|||
Accounting fees and expenses
|
7,000.00
|
|||
Miscellaneous expenses
|
200.00
|
|||
Total
|
$
|
8,375.00
|
Exhibit Number
|
Description of Exhibit
|
|
3.1
|
Certificate of Incorporation.
|
|
3.2
|
By-Laws.
|
|
4.1
|
Subscription Agreement
|
|
5.1 | Opinion on Legality | |
10.1
|
Share Exchange Agreement
|
|
10.2
|
Escrow Agreement
|
|
23.1
|
Consent of HJ& Associates, LLC.
|
|
Home Treasure Finders, Inc.
|
|||
By:
|
/s/ Corey Wiegand
|
||
Corey Wiegand
|
|||
(Principal Executive Officer) and Sole Director
|
|||
By:
|
/s/ Corey Wiegand
|
||
Corey Wiegand
|
|||
Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
|
|||
Corey Wiegand
|
440 Himalaya Ave.
|
Broomfield, CO 80020
|
|
Kevin Byrne
|
440 Himalaya Ave.
|
Broomfield, CO 80020
|
Name
|
Number of Shares
|
|
James Wiegand
|
200,000
|
|
Janet Collins
|
200,000
|
|
Martha Sandoval
|
200,000
|
|
Dustin Sandoval
|
50,000
|
|
Jesica Sandoval
|
50,000
|
|
Andrew Peterson
|
50,000
|
|
Lacey Rosales
|
50,000
|
|
Craig Bordon
|
10,000
|
|
Craig K. Olson
|
20,000
|
|
David Callaham
|
10,000
|
|
David Zallar
|
10,000
|
|
Larry Willis
|
10,000
|
|
Shirley Hale
|
20,000
|
|
Richard Giannotti
|
10,000
|
|
Craig Kimball
|
10,000
|
|
Delos Elmer
|
10,000
|
|
Craig A. Olson
|
10,000
|
|
Kiva Slack
|
10,000
|
|
Stacy Thomas
|
2,500
|
|
Katherine Vacha
|
10,000
|
|
Mike and Michelle Vacha, JTWROS
|
10,000
|
|
Anthony Clanton
|
10,000
|
|
Gordon and Lahana Crabtree, JTWROS
|
10,000
|
|
Kimberley Manning
|
10,000
|
|
Nathan and Jana Faris, JTWROS
|
10,000
|
|
Michael Willis
|
10,000
|
|
Grant Willis
|
10,000
|
|
William Gofigan
|
2,500
|
|
Kent Florence
|
10,000
|
|
Ryan Kaszycki
|
10,000
|
|
Teri Tabor
|
10,000
|
|
Jenifer and Heather Christiansen, JTWROS
|
10,000
|
|
Ruth Harrison Revocable Trust
|
10,000
|
|
Tom Menten
|
10,000
|
|
Fredrick and Cheryl Johnston, JTWROS
|
10,000
|
|
Francis Acedo
|
10,000
|
|
Steven Crouch
|
10,000
|
|
Chris Crouch
|
10,000
|
|
Beau Brooks
|
10,000
|
By:
/s/ James B. Wiegand
|
||
Name:
James B. Wiegand
|
||
Title: President
|
||
THE AMBERMAX STOCKHOLDERS | |
By: /s/ James B. Wiegand
|
|
James Wiegand
|
|
By: /s/ Janet Collins | |
Name: Janet Collins
|
|
By: /s/ Martha Sandoval | |
Name: Martha Sandoval
|
|
By: /s/ Dustin Sandoval | |
Name: Dustin Sandoval
|
|
By: /s/ Jesica Sandoval | |
Name: Jesica Sandoval
|
|
By: /s/ Andrew Peterson | |
Name: Andrew Peterson
|
|
By: /s/ Lacey Rosales | |
Name: Lacey Rosales
|
By: /s/ Craig Bordon | |
Name: Craig Bordon
|
|
By: /s/ Craig K. Olson | |
Name: Craig K. Olson
|
|
By: /s/ David Callaham | |
Name: David Callaham
|
|
By: /s/ David Zallar | |
Name: David Zallar
|
|
By: /s/ Larry Willis | |
Name: Larry Willis
|
|
By: /s/ Shirley Hale | |
Name: Shirley Hale
|
|
By: /s/ Richard Giannotti | |
Name: Richard Giannotti
|
|
By: /s/ Craig Kimbal | |
Name: Craig Kimball
|
|
By: /s/ Delos Elmer | |
Name: Delos Elmer
|
|
By: /s/ Craig A. Olson | |
Name: Craig A. Olson
|
|
By: /s/ Kiva Slack | |
Name: Kiva Slack
|
By: /s/ Stacy Thomas | |
Name: Stacy Thomas
|
|
By: /s/ Katherine Vacha | |
Name: Katherine Vacha
|
|
By: /s/ Mike and Michelle Vacha | |
Name: Mike and Michelle Vacha, JTWROS
|
|
By: /s/ Anthony Clanton | |
Name: Anthony Clanton
|
|
By: /s/ Gordon and Lahana Crabtree | |
Name: Gordon and Lahana Crabtree, JTWROS
|
|
By: /s/ Kimberley Manning | |
Name: Kimberley Manning
|
|
By: /s/ Nathan and Jana Faris | |
Name: Nathan and Jana Faris, JTWROS
|
|
By: /s/ Michael Willis | |
Name: Michael Willis
|
|
By: /s/ Grant Willis | |
Name: Grant Willis
|
|
By: /s/ William Gofigan | |
Name: William Gofigan
|
|
By: /s/ Kent Florence | |
Name: Kent Florence
|
By: /s/ Ryan Kaszycki | |
Ryan Kaszycki
|
|
By: /s/ Teri Tabor | |
Teri Tabor
|
|
By: /s/ Jenifer and Heather Christiansen | |
Name: Jenifer and Heather Christiansen, JTWROS
|
|
By: /s/ Ruth Harrison | |
Name: Ruth Harrison Revocable Trust
|
|
By: /s/ Tom Menten | |
Name: Tom Menten
|
|
By: /s/ Fredrick and Cheryl Johnston | |
Name: Fredrick and Cheryl Johnston, JTWROS
|
|
By: /s/ Francis Acedo | |
Name: Francis Acedo
|
|
By: /s/ Steven Crouch | |
Name: Steven Crouch
|
|
By: /s/ Chris Crouch | |
Name: Chris Crouch
|
|
By: /s/ Beau Brooks | |
Name: Beau Brooks
|
HOME TREASURE FINDERS, INC
|
||
By:
/s/ Corey Wiegand
|
||
Name: Corey Wiegand
|
||
Title: Director and President
|
1.
|
ESCROW FEES:
The Company hereby agrees to pay the Escrow Agent compensation for ordinary services rendered hereunder (the "Escrow Fee") which shall be calculated in accordance with the Escrow Agent's fee schedule attached as Exhibit A. The Company further agrees to pay the Escrow Agent reasonable fees, which shall be agreed upon between the Parties, for any services in addition to those provided for herein to the extent that the Company has expressly requested such extraordinary services and has been made aware of their cost in advance of their performance.
|
2.
|
DEPOSITS:
The Company shall deliver to the Escrow Agent all checks, drafts and money orders ("Subscription Payments") received by the Company from the Subscribers in connection with the Offering. All checks, drafts or money orders for payment of the Proceeds shall be made payable to Home Treasure Finders, Inc. and shall be deposited promptly to the escrow account. The Company shall keep full and proper records (the "Records") of the names of subscribers, the number of Common Shares purchased and amount of Subscription Payments paid by each Subscriber.
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3.
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INVESTMENT OF FUNDS:
All Subscription Payments shall be cleared and held in a separate account, which is FDIC insured.
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4.
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TERMINATION DATE:
For the purpose of this Agreement, the "Termination Date" shall be 90 business days from the effective date of the Company’s Registration Statement on Form S-1, unless terminated earlier by the Company , or extended by them, in writing for up to an additional 90 business days.
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(a)
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TERMINATION OF THE OFFERING:
If the Escrow Agent has not received on or before the Termination Date, Subscription Payments in aggregate amount of at least Twenty Thousand Dollars ($20,000), then the Escrow Agent shall proceed as directed by the Company. The Escrow Agent, if so directed, shall release all Subscription Payments, with any accrued interest on such funds, to each Subscriber, respectively, at the address given by such Subscriber in the Subscription Agreement. All disbursements by the Escrow Agent pursuant to this section shall be made by the Escrow Agent's usual escrow checks and shall be mailed by first class United States Postal Services mail, postage pre-paid, as soon as practicable but not later than the third business day after the Termination Date.
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(b)
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INITIAL CLOSING OF OFFERING:
If the Escrow Agent has received on or before the Termination Date, Subscription Payments in an aggregate amount of not less than Twenty Thousand Dollars ($20,000), and the Company’s acceptance of each Subscriber, in writing, then the Escrow Agent shall disburse all Subscription Documents and Subscription Payments, with interest, to the Company in immediately available funds in accordance with the written instructions from the Company.
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(c)
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SUBSEQUENT CLOSINGS:
After an initial closing of the offering, from time to time upon receipt by the Escrow Agent of additional Subscription Payments and written acceptance of each Subscriber by the Company the Escrow Agent shall disburse all then held Subscription Payments, with interest, to the Company in immediately available funds in accordance with the Company’s written instructions.
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6.
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COLLECTED FUNDS:
No Subscription Payment shall be disbursed pursuant to Section 5 until such Subscription Payment has been received by the Escrow Agent in immediately available funds.
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7.
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LIABILITY OF ESCROW AGENT:
In performing any duties under this Agreement, the Escrow Agent shall not be liable to the Company or any Subscriber for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the reasonable advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any Party to this Agreement.
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8.
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FEES AND EXPENSES:
It is understood that the fees and usual charges agreed upon for services of the Escrow Agent shall be considered compensation for ordinary services as contemplated by this Agreement. In the event that the conditions of this Agreement are not promptly fulfilled, or if the Escrow Agent renders any service not provided for in this Agreement after approval by the Company and Placement Agent, or if the Company and Placement Agent request a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all reasonable costs, attorney's fees, including allocated costs of in-house counsel, and reasonable expenses occasioned by such default, delay, controversy or litigation. The Company promises to pay these sums promptly after demand.
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9.
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CONTROVERSIES:
If any controversy arises between the Parties to this Agreement concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.
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10.
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INDEMNIFICATION OF ESCROW AGENT:
The Company and the Placement Agent and their successors and assigns agree jointly and severally to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter (“Losses”); provided, however, no such duty to indemnity or hold harmless shall apply to the extent such Losses are caused by the gross negligence or willful misconduct on the part of the Escrow Agent.
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11.
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RESIGNATION OF ESCROW AGENT:
The Escrow Agent may resign at any time upon giving at least (30) days written notice to the Company provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: The Company shall use their best efforts to obtain a successor escrow agent within thirty (30) days after receiving such notice. If the Company and Placement Agent fail to agree upon a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the state of Colorado. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. The Escrow Agent shall thereupon be discharged from any further duties and liability under this Agreement.
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12.
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AUTOMATIC SUCCESSION:
Any company into which the Escrow Agent may be merged or with which it may be consolidated, or any company to whom the Escrow Agent may transfer a substantial amount of its global escrow business, shall be the Successor to the Agent without the execution or filing of any paper or any further act on the part of any of the Parties, anything herein to the contrary notwithstanding.
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13.
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TERMINATION:
This Agreement shall terminate upon the completion of the conditions of Sections 5(a) or 5(b) hereof, without any notices to any person, unless earlier terminated pursuant to the terms hereof.
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(a)
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GOVERNING LAWS:
This Agreement is to be construed and interpreted according to Colorado law without regard to the conflict of laws principles thereof.
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(b)
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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.
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(c)
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NOTICES:
All instructions, notices and demands herein provided for shall be in writing and shall be mailed postage prepaid, first class mail, delivered by courier, or telecopies as follows:
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If to the Company:
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If to the Escrow Agent:
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Home Treasure Finders, Inc.
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Standard Registrar and Transfer Agency
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3412 West 62
nd
Ave.
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Denver CO 80221
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Attn.: Corey Wiegand
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Attn.: _________________________________
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Telephone No.: 720-273-2398
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Telephone No: ___________________________
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Fax No.: 720-890-8885
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Fax No: _________________________________
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(d)
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AMENDMENTS:
This Agreement may be amended by written notice signed by the Company, except that Section 7 through Section 13 may be amended only with the consent of the Escrow Agent.
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Home Treasure Finders, Inc.
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Standard Registrar and Transfer Agency, as
Escrow Agent
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By: __________________________
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By: ___________________________
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Corey Wiegand, President
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Name: Mary Cleo
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Title: _________________________
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Date: _________________________
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Date: _________________________
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