(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

 

(2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o).

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

 

 

TABLE OF CONTENTS

 

		Page No.
PART I
Summary Information			6
Risk Factors			8
Determination of Offering Price			17
Dilution			17
Plan of Distribution			19
Use of Proceeds			20
Management Discussion and Analysis			21
General Information about Homeownusa			24
Investments Policies and Policies with Respect to Certain Activities			25
Federal Income Tax Considerations			27
Market Price of Dividends of Homeownusa Common Stock			41
Description of Securities			42
Legal Proceedings			43
Directors and Executive Officers			43
Executive Compensation			44
Security Ownership of Certain Beneficial Owners and Management			46
Certain Relationships and Related Transactions			46
Limitation of Liability			47
Financial Statements			47
Interests of Named Experts and Counsel			69
Disclosure of Commission Position on Indemnification for Securities Act Liabilities			69
PART II
Other Expenses of Issuance and Distribution			70
Recent Sales of Unregistered Securities			70
Indemnification of Directors and Officers			70
Available Information			71
Exhibits and Financial Statement Schedules			71
Undertakings			72
Signatures			74

 

 

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DEALER PROSPECTUS DELIVERY OBLIGATION

 

 

Until                          , (90 days after the effective date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

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SUMMARY INFORMATION

 

This summary provides an overview of selected information contained elsewhere in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein.

 

Summary Information about HOMEOWNUSA

HOMEOWNUSA was incorporated in the State of Nevada as a for-profit Company on December 10, 2009 and established a fiscal year end of January 31. We are a development-stage company that intends to acquire multi family apartment properties at historically attractive prices. We intend to acquire distressed assets directly from owners or financial institutions holding foreclosed real estate and debt instruments that are either in default or on bank watch lists. We have not yet qualified as a Real Estate Investment Trust (“REIT”) for federal income tax purposes, but intend to do so for our first full taxable year.

As of the date of this prospectus, we do not own any properties. We intend to acquire properties with the net proceeds of this offering. We have not identified any specific properties for acquisition. The purchase price of properties will vary widely depending on a number of factors, including size and location.

Our business office is located at 112 North Curry Street Carson City, Nevada 89703, our telephone number is 775-321-8288 and our fax number is 1-775-245-0036. Our United States and registered statutory office is located at 112 North Curry Street Carson City, Nevada 89703, telephone number (775) 882-1013 .

.

As of January 31, 2010, the end of our fiscal year, the Company had raised $10,000 through the sale of its common stock. There is $9,990 of cash on hand in the corporate bank account. The Company currently has liabilities of $ 5,500 , represented by expenses accrued during its start-up. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $6,700. As of the date of this prospectus, we have generated no revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of the Company filed with this prospectus.

 

Summary of the Offering by the Company

 

HOMEOWNUSA has 10,000,000 shares of common stock issued and outstanding and is registering an additional 5,000,000 shares of common stock for offering to the public. The Company may endeavor to sell all 5,000,000 shares of common stock after this registration be deemed effective. The price at which the Company offers these shares is fixed at $0.50 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. HOMEOWNUSA will receive all proceeds from the sale of the common stock.

 

 

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Securities being offered by the Company, common stock, par value $0.001	5,000,000 shares of common stock are offered by the Company.
Offering price per share by the Company.	A price, if and when the Company sells the shares of common stock, is set at $0.50.
Number of shares outstanding before the offering of common shares.	10,000,000 common shares are currently issued and outstanding.
Number of shares outstanding after the offering of common shares.	15,000,000 common shares will be issued and outstanding after this offering is completed.
Minimum number of shares to be sold in this offering	None.
Market for the common shares	There is no public market for the common shares. The price per share is $0.50.   HOMEOWNUSA may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if HOMEOWNUSA common stock is quoted or granted listing, a market for the common shares may not develop.
Use of proceeds	HOMEOWNUSA will receive all proceeds from the sale of the common stock. If all 5,000,000 common shares being offered are sold, the total gross proceeds to the Company would be $2,500,000. The Company intends to use the proceeds from this offering (i) to pay for General Business Development costs estimated $61,000; (ii) to pay for property cost, estimated at $1,397,300; (iii) to initiate the Company's marketing campaign, estimated at $45,000. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $6,700 are being paid for by HOMEOWNUSA.
Termination of the offering	The offering will conclude when all 5,000,000 shares of common stock have been sold, or 90 days after this registration statement be deemed effective with the Securities and Exchange Commission. HOMEOWNUSA may at its discretion extend the offering for an additional 90 days.
Terms of the offering	The Company’s president and sole director will sell the common stock upon effectiveness of this registration statement.

You should rely only upon the information contained in this prospectus. HOMEOWNUSA has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

 

 

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Summary of Financial Information

 

The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations, the financial statements and the related notes thereto included elsewhere in this prospectus.

 

Balance Sheet		As of January 31, 2010
Total Assets		$	10,000
Total Liabilities		$	5,500
Stockholder’s Equity		$	4,490
Operating Data		Inception (December 10, 2009) through January 31, 2010
Revenue		$	0.00
Net Loss		$	5,510
Net Loss Per Share		$	0

As shown in the financial statements accompanying this prospectus, HOMEOWNUSA has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from their accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

 

Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.

 

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

The Company considers the following to be the   most significant   material risks to an investor regarding this offering. HOMEOWNUSA should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.

 

Auditor’s Going Concern

 

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF HOMEOWNUSA TO CONTINUE ITS OPERATIONS AS A GOING CONCERN

 

In their audit report dated June 30, 2010, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to Homeownusa, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. Due to the fact that there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See “January 31, 2010 Financial Statements - Auditors Report.”

Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.

 

 

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Risks Related To Our Financial Condition

 

SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY

 

The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. Within the next 12 months, the Company will have costs related to: (i) business travels costs, (ii)   marketing campaign, (iii) property cost (iv) administrative expenses and (v) the expenses of this offering.

 

There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our product will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

 

IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT

If we are not successful in earning revenues once we have started our business activities, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the Company’s ability to attract tenants.

If we do not gain adequate financing our business will fail as our President might be unwilling or cannot raise any more capital to carry the business. 

 

Risks Related To This Offering

 

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN ADDITIONAL COSTS TO US.

 

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of us. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, therefore, if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we may be unable to recover.

 

We have been advised that in the opinion of the Securities and Exchange Commission, this type of indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

 

 

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BECAUSE OUR PRESIDENT INDIRECTLY OWNS 100% OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY STOCKHOLDERS.

 

Our President owns 100% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations or the sale of all or substantially all of our assets, and a change in control. The interests of our President may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders.

BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS

The offering price and other terms and conditions regarding the Company’s shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The arbitrary offering price of $0.50 per common share as determined herein is substantially higher than the net tangible book value per share of HOMEOWNUSA common stock. HOMEOWNUSA, assets do not substantiate a share price of $0.50. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the Company obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin Board.

THE COMPANY’S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS 75,000,000 AUTHORIZED SHARES, DILUTING THE CURRENT SHAREHOLDERS’ EQUITY.

The Company has 75,000,000 authorized shares, of which only 10,000,000 are currently issued and outstanding and only 15,000,000 will be issued and outstanding after this offering terminates. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT

Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

 

 

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AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR THE COMPANY’S SHARES, THEY MAY BE EXTREMELY ILLIQUID

If no market develops, the holders of our common stock may find it difficult or impossible to sell their shares. Further, even if a market develops, our common stock will be subject to fluctuations and volatility and the Company cannot apply directly to be quoted on the NASDAQ Over-The-Counter Bulletin Board (OTC). Additionally, the stock may be quoted or traded only to the extent that there is interest by broker-dealers in acting as a market maker in the Company’s stock. Despite the Company’s best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. The Company may consider pursuing a listing on the OTCBB after this registration is deemed effective and the Company has completed its offering.

IN THE EVENT THAT THE COMPANY’S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY’S SHARES

In the event that our shares are traded and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

Risks Related to our Common Stock

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING STOCKHOLDERS.

 

We may have to raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders’ interests in our company to be diluted. Such dilution will negatively affect the value of an investor’s shares.

 

 

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BECAUSE WE WILL BE SUBJECT TO THE “PENNY STOCK” RULES ONCE OUR SHARES ARE QUOTED ON THE OTCBB, THE LEVEL OF TRADING ACTIVITY IN OUR STOCK MAY BE REDUCED.

 

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

Risks Related to Investing in Our Company

EVALUATING OUR BUSINESS IS DIFFICULT BECAUSE WE HAVE A LIMITED OPERATING HISTORY.

 

We were incorporated on December 10, 2009 and to date have been involved primarily in organizational, development, and initial operating activities.

 

As a result of our lack of operating history, you cannot evaluate our business, and therefore our future prospects. To date, our business development activities have consisted of organizational and development and initial operating activities. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises.

In addition, there is no guarantee that our planned business operations will be profitable even if we do generate significant revenues. Failure to generate significant revenues may cause us to go out of business.

 

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE

 

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our apartments; fluctuations in the demand for apartment rentals; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions.

 

If realized, any of these factors could have a material adverse effect on our business, financial condition and operating results.

 

 

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BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT TENNANTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS

 

Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our apartments known to potential tenants. Because we will be limiting our marketing activities, we may not be able to attract enough tenants to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

WE ARE DEPENDENT ON THE ECONOMIC CONDITIONS OF THE UNITED STATES REAL ESTATE MARKET.

 

Our intended properties will be located in the United States. The performance of such properties will be dependent upon economic conditions in the United States in general and the specific local market where our properties will be located. A decline in the economy in our current and foreseeable markets generally could adversely affect our ability to meet ongoing obligations, grow, pay distributions to our stockholders, and may adversely impact the value of our common stock and a decrease in demand for apartment rental in turn could adversely affect our results of operations.

WE FACE POTENTIAL ADVERSE EFFECTS FROM TENANTS ’ BANKRUPTCIES OR INSOLVENCIES.

 

The bankruptcy or insolvency of a tenant may adversely affect the income produced by our planned properties. Our tenants could file for bankruptcy protection or become insolvent in the future. We cannot evict a tenant solely because of its bankruptcy. A bankrupt tenant may reject and terminate its rental with us. In such case, our claim against the bankrupt tenant for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and, even so, our claim for unpaid rent would likely not be paid in full. This shortfall could adversely affect our cash flow and results of operations.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS

The Company is entirely dependent on the efforts of its sole officer and director. His departure or the loss of any other key personnel in the future could have a material adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service. However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole officer and director.

 

IT MAY BE IMPOSSIBILE TO HIRE ADDITIONAL EXPERIENCED PROFESSIONALS, IF NECESSARY, AND WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS

 

Since our management does not have prior experience in the marketing and renting of apartments, we may need to hire additional experienced personnel to assist us with the operations. If we need the additional experienced personnel and we cannot hire them, we could fail in our plan of operations and have to suspend operations or cease them entirely.

 

IN THE CASE IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS

In the event of the dissolution of the Company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the Company’s creditors are satisfied. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

 

 

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Risks Related to the Company’s Market and Strategy

 

SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT

 

HOMEOWNUSA is a development stage company formed recently to carry out the activities described in this prospectus and thus has only a limited operating history upon which an evaluation of its prospects can be made. We were incorporated on December 10, 2009 and to date have been involved primarily in the creation of our business plan and we have transacted no business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate the Company’s planned operating expenses. As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which will result in the complete loss of your investment.

BBECAUSE CERTAIN MARKET FACTORS INCLUDING ECONOMICE CONDITIONS IN THE REAL ESTATE MARKET MAY FLUCTUATE WE MAY BE UNABLE TO SUCCESSFULLY MANAGE OUR BUSINESS

The Company expects that its results of operations may also fluctuate significantly in the future as a result of a variety of market factors, including, among others, the dominance of other companies offering similar properties, the entry of new competitors into the apartment rental industry, our ability to attract, retain and motivate qualified personnel, the initiation, renewal or expiration of our tennant base, pricing changes by the Company or its competitors, specific economic conditions in the real estate industry and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.

We have not identified any property that we can purchase yet. We would have to identify properties after we have raised funds through our public offering.  Because we have a limited operating history, it is difficult to evaluate our business. We may face various risks, expenses and difficulties associated with early stage companies and may not be able to successfully manage our business or achieve profitability.

IF WE DO NOT HAVE ADEQUATE RESOURCES TO MARKET AND RENT OUR APARTMENTS AND COMPETE SUCCESSFULLY WITH NUMEROUS REGIONAL, LEASORS, INCLUDING ONLINE COMPANIES, OUR ABILITY TO ATTRACT RENTERS WILL BE HARMED RESULTING IN REDUCED REVENUES AND INCREASED OPERATING COSTS.

These risks include our ability to:

   . Attract and retain renters;

  . Manage growing operations;

  . Create and maintain strategic relationships;

  . Expand our sales and marketing activities;

  . Compete in a highly competitive market;

 

INCREASES IN PROPERTY TAXES WOULD INCREASE OUR OPERATING COSTS, REDUCE OUR INCOME AND ADVERSELY AFFECT OUR ABILITY TO MAKE DISTRIBUTIONS TO OUR STOCKHOLDERS.

 

Our multi family apartment facilities will be subject to real and personal property taxes. These taxes may increase as tax rates change and as the facilities are assessed or reassessed by taxing authorities. If property taxes increase, our financial condition, results of operations and our ability to make distributions to our stockholders could be materially and adversely affected and the market price of our common stock could decline.

 

 

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CAPITAL EXPENDITURE REQUIREMENTS AT OUR MULTI FAMILY APARTMENT FACILITIES MAY BE COSTLY AND REQUIRE US TO INCUR DEBT, POSTPONE IMPROVEMENTS, REDUCE DISTRIBUTIONS OR OTHERWISE ADVERSELY AFFECT THE RESULTS OF OUR OPERATIONS AND THE MARKET PRICE OF OUR COMMON STOCK.

 

Any of the multi family apartment facilities we will acquire may have a need for renovations and capital improvements at the time of acquisition and all of the facilities we acquire will have an ongoing need for renovations and other capital improvements, including replacement, from time to time, of fixtures and equipment. In addition, if we incur indebtedness, our lenders will likely require that we set aside annual amounts for capital improvements to our properties. These capital improvements may give rise to the following risks:

 

	possible environmental problems;

	construction cost overruns and delays;

	the possibility that revenues will be reduced while apartments are out of service due to capital improvement projects;

	a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and

	uncertainties as to market demand or a loss of market demand after capital improvements have begun.

 

The costs of renovations and capital improvements could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

WE MAY NOT HAVE CONTROL OVER FACILITIES UNDER RENOVATION AND WE MAY BE SUBJECT TO RISKS IN CONNECTION WITH A DEVELOPER ’ S ABILITY TO CONTROL CONSTRUCTION COSTS AND THE TIMING OF COMPLETION OF CONSTRUCTION OR A DEVELOPER ’ S ABILITY TO BUILD IN CONFORMITY WITH PLANS, SPECIFICATIONS AND TIMETABLES.

 

We cannot assure you that any development or renovation project will be completed on time or within budget. Our inability to complete a project on time or within budget could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

GENERAL COMPETITION

We compete with numerous leasers including other online companies as well as regional leasing agents. Most of our competitors may have greater access to capital than we do and may use these resources to engage in aggressive advertising and marketing campaigns. The current prevalence of aggressive advertising and promotion may generate pricing pressures to which we must respond.

GENERAL COMPETITION

We face intense competition on the Internet and through regional real estate companies. We compete with numerous real estate agencies, including other online companies. Most of our competitors may have greater access to capital than we do and may use these resources to engage in aggressive advertising and marketing campaigns. The current prevalence of aggressive advertising and promotion may generate rental pricing pressures to which we must respond.

 

 

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DETERMINATION OF OFFERING PRICE

 

As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by HOMEOWNUSA and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Among the factors considered were:

 

·	our cash requirements;

·	the proceeds to be raised by the offering;

·	our lack of operating history; and

·	the amount of capital to be contributed by purchasers in this Offering in proportion to the amount of stock to be retained by our existing shareholder.

DILUTION

The price of the current offering is fixed at $0.50 per share. This price is significantly greater than the price paid by the Company’s sole officer and director for common equity since the Company’s inception on December 10, 2009. The Company’s sole officer and director paid $0.001 per share, a difference of $0.0189 per share lower than the share price in this offering.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

Existing Stockholders if all of the Shares are Sold
Price per share		$	0.5
Post offering net tangible book value		$	2,490,790
Potential gain to existing shareholders		$	2,500,000
Net tangible book value per share after offering		$	0.1661
Increase to present stockholders in net tangible book value per share after offering		$	0.1658
Capital contributions by purchasers of shares		$	2,500,000
Capital Contributions by existing stockholders		$	10,000
Number of shares outstanding before the offering			10,000,000
Number of shares after offering held by existing stockholders			10,000,000
Existing Stockholders Percentage of ownership after offering			66.67	%
Purchasers of Shares in this Offering if all Shares Sold
Price per share		$	0.5
Post offering net tangible book value		$	2,490,790
Increase in net tangible book value per share after offering		$	0.1663
Dilution per share		$	0.3339
Capital contributions by purchasers of shares		$	2,500,000
Capital contributions by existing stock holders		$	10,000
Percentage capital contributions by purchasers of shares			100	%
Percentage capital contributions by existing stockholders			0	%
Anticipated net offering proceeds		$	2,490,790
Number of shares after offering held by public investors			5,000,000
Total shares issued and outstanding			15,000,000
Purchasers of shares percentage of ownership after offering			33.33	%
Existing stockholders percentage of owner ship after offering			66.67	%

 

 

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Purchasers of Shares in this Offering if 75% of Shares Sold
Price per share		$	0.5
Post offering net tangible book value		$	1,865,790
Post offering net tangible book value per share		$	0.1357
Pre-offering net tangible book value per share		$	-0.0003
Increase in net tangible book value per share after offering		$	0.1354
Dilution per share		$	0.3643
Capital contributions by purchasers of shares		$	1,875,000
Capital contributions by existing stock holders		$	10,000
Percentage capital contributions by purchasers of shares			99	%
Percentage capital contributions by existing stockholders			1	%
Anticipated net offering proceeds		$	1,868,300
Number of shares after offering held by public investors			3,750,000
Total shares issued and outstanding			13,750,000
Purchasers of shares percentage of ownership after offering			27	%
Existing stockholders percentage of ownership after offering			73	%
Purchasers of Shares in this Offering if 50% of Shares Sold
Price per share		$	0.5
Post offering net tangible book value		$	1,240,790
Post offering net tangible book value per share		$	0.0993
Pre-offering net tangible book value per share		$	-0.0003
Increase in net tangible book value per share after offering		$	0.0990
Dilution per share		$	0.4007
Capital contributions by purchasers of shares		$	1,250,000
Capital contributions by existing share holders		$	10,000
Percentage capital contributions by purchasers of shares			99	%
Percentage capital contributions by existing stock holders			1	%
Anticipated net offering proceeds		$	1,243,300
Number of shares after offering held by public investors			2,500,000
Total shares issued and outstanding			12,500,000
Purchasers of shares percentage of ownership after offering			20.00	%
Existing stockholders percentage of ownership after offering			80.00	%
Purchasers of Shares in this Offering if 25% of Shares Sold
Price per share		$	0.5
Post offering net tangible book value		$	615,790
Post offering net tangible book value per share		$	0.0547
Pre-offering net tangible book value per share		$	-0.0003
Increase in net tangible book value per share after offering		$	0.0545
Dilution per share		$	0.4453
Capital contributions by purchasers of shares		$	625,000
Capital contributions by existing share holders		$	10,000
Percentage capital contributions by purchasers of shares			98	%
Percentage capital contributions by existing stock holders			2	%
Anticipated net offering proceeds		$	618,300
Number of shares after offering held by public investors			1,250,000
Total shares issued and outstanding			11,250,000
Purchasers of shares percentage of ownership after offering			11.11	%
Existing stockholders percentage of ownership after offering			88.89	%

 

 

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PLAN OF DISTRIBUTION

 

10,000,000 common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional 5,000,000 shares of its common stock for possible resale at the price of $0.50 per share. There is no arrangement to address the possible effect of the offerings on the price of the stock.

 
 

HOMEOWNUSA will receive all proceeds from the sale of those shares. The price per share is fixed at $0.50 until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, the Company may sell its shares in private transactions to other individuals. Although our common stock is neither listed nor quoted on a public exchange, we intend to seek quotation on the Over The Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.50 until a market develops for the stock.

The Company's shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the Company may be occasionally sold in one or more transactions, either at an offering price that is fixed or that may vary from transaction to transaction depending upon the time of sale. Such prices will be determined by the Company or by agreement between both parties.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which HOMEOWNUSA has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

HOMEOWNUSA will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

 

 

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USE OF PROCEEDS

Our offering is being made on a self-underwritten basis-no minimum of shares must be sold in order for the offering to proceed. The offering price per share is $0.50. There is no assurance we will raise the full $2,500,000.00 as anticipated.

The following table below sets forth the uses of this proceeds assuming the sale of 25%, 50%, 75% and 100% of securities offered for sale in this offering by the company. For further discussion see plan of operation.

		If 25% of Shares sold				If 50% of Shares sold				If 75% of shares sold				If 100% of Shares sold
Gross proceeds from this offering		$	625,000			$	1,250,000			$	1,875,000			$	2,500,000
Less: OFFERING EXPENSES
Legal and accounting		$	4000			$	4000			$	4000			$	4000
SEC Filing Expenses		$	1500			$	1500			$	1500			$	1500
Printing		$	1200			$	1200			$	1200			$	1200
SUB TOTAL		$	6,700			$	6,700			$	6,700			$	6,700
Research Properties
Finding a suitable property		$	8000			$	10,000			$	12,000			$	22,000
Business trips and Property Inspection		$	8,000			$	16,000			$	24,000			$	39,000
SUBTOTAL		$	16,000			$	26,000			$	36,000			$	61,000
Property Cost
Buy Property		$	402,500			$	815,000			$	1,226,100			$	1,647,300,
Renovation costs to Property		$	100,000			$	225,000			$	351,200			$	450,000
Operating Expense		$	85,000			$	150,000			$	210,000			$	285,000
Total Property Cost		$	587,500			$	1,190,000			$	1,787,300			$	2,382,300
Less; Marketing
Website Development		$	3,000			$	3,000			$	5,000			$	5,000
Advertisement flyers, Local News Paper, Local Radio		$	4,000			$	7,000			$	13,000			$	15,000
Tele Marketing sales team		$	5,000			$	14,000			$	22,000			$	25,000
Total Marketing		$	12,000			$	24,000			$	40,000			$	45000
LESS: ADMINISTRATION EXPENSES
Office, telephone, internet, Supplies		$	2,800			$	3,300			$	5000			$	5,000

The above figures represent only estimated costs.

 

 

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

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

Homeownusa is a development-stage company. We are a self-advised real estate company that was organized in December 2009 to acquire, own and actively asset manage income-producing multi family apartment facilities that derive substantially all of their revenues from tenant payment sources, generate stable cash flows and have the potential for long-term capital appreciation. As a newly formed company with no business activity to date, we have no historical operating history and only nominal assets, consisting of only cash contributed in connection with our formation.

We believe that during the next several years there will be excellent opportunities to acquire quality properties at historically attractive prices. We intend to acquire distressed assets directly from owners or financial institutions holding foreclosed real estate and debt instruments that are either in default or on bank watch lists.

We believe that declining commercial real estate prices resulting from banks and other financial institutions and conduit lenders disposing of large numbers of commercial properties acquired between 2005 and 2009, combined with a shortage of affordable mortgage financing forcing distressed property owners to sell, will provide us with excellent opportunities to acquire quality properties. Many of these properties will be distressed due to over-leverage, mismanagement or the lack of liquidity in the financial markets. Once we acquire a property, we seek to turn around the property and add value through renovating and re-tenanting. We seek to accomplish this by (1) upgrading and renovating existing apartments; (2) upgrading and including utilities like security systems, internet access, heat, water, sewer and garbage disposal; (3) investing significant effort in recruiting tenants; and. (4) stabilizing occupancy, with per property occupancy goals of 90% or higher.

We will target properties from 75 to 300 apartments per property, ranging in building size between 75,000 and 300,000 square feet, in established or developing neighborhoods, generally resulting in acquisitions priced between $400,000 and below $1,6 million. We are not specifically limited by our Articles and By-laws or our management policies in the number or size of properties we may acquire or the percentage of net proceeds of this offering that we may invest in a single property. The number and mix of properties we intend to acquire will depend on real estate and market conditions existing at the time we acquire properties and the availability of debt and equity capital.

 

 

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Plan of Operation

We have not yet qualified as a Real Estate Investment Trust (“REIT”) for federal income tax purposes, but intend to do so for our first full taxable year.  In order o qualify as a REIT (see U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 24) , not more than 50% in value of Homeownusa’s outstanding shares or ownership certificates may be owned, directly or indirectly, by five or fewer individuals, which the Code defines to include certain entities, during the last half of any taxable year. In order to meet the forgoing qualification, the Company intends to redeem the number of shares from its sole officer and director required to qualify as a REIT. The Company intends to complete such redemption of shares within 180 days of the date of this offering.

Over the 12 month period starting upon the effective date of this registration statement, our Company must raise capital to acquire a property begin its operations. We aim to raise the capital by investors investing in our startup company. We have three planned phases to our operations over the next twelve months. The business activities and related expenses in each phase will be affected by the proceeds from sales of shares in this offering received by the Company as discussed below.

The first phase of our planned operations over this period would be to research properties at a cost estimated to be $61,000 and acquire our first property at an estimated cost of $ 1,600,000. The Company expects to complete this phase within 120 days of the date of this offering. Next and in preparation for upgrading and renovating the apartments, the Company will retain contractors and schedule and begin apartment renovations. Total renovation cost is estimated at $450,000. During the course of renovations, we will develop the web site estimated to cost $5,000 and initiate marketing of our first renovated apartments. Because the Company will retain contractors to renovate the apartments and a consultant to develop its website, the Company expects to complete this phase within 240 days of the date of this offering. The final phase of our planned operations over this period would be to launch our marketing campaign including the printing of flyers, local news paper and local radio advertising, estimated to cost $15,000 and retain a telemarketing sales team estimated to cost $25,000, with a goal to stabilizing occupancy, with an occupancy goals of 90% or higher. The Company expects to complete this phase within 300 days of the date of this offering and the Company expects to be generating net operating income within 360 days of the date of this offering.

In the event the Company sells 25% of the shares offered, the Company will research properties at a cost estimated to be $16,000 and acquire our first property at an estimated cost of $ 400,000. Total renovation cost is estimated at $100,000. During the course of renovations and during the second phase of our planned operations, we will develop the web site estimated to cost $3,000 and initiate marketing of our first renovated apartments. The final phase of our planned operations over the first twelve months of operations would be to launch our marketing campaign including the printing of flyers, local news paper and local radio advertising, estimated to cost $4,000 and retain a telemarketing sales team estimated to cost $5,000, with a goal to stabilizing occupancy, with an occupancy goals of 90% or higher (see Use of Proceeds, page 18).

In the event the Company sells 50% of the shares offered, the Company will research properties at a cost estimated to be $26,000 and acquire our first property at an estimated cost of $ 815,000. Total renovation cost is estimated at $225,000. During the course of renovations and during the second phase of our planned operations, we will develop the web site estimated to cost $3,000 and initiate marketing of our first renovated apartments. The final phase of our planned operations over the first twelve months of operations would be to launch our marketing campaign including the printing of flyers, local news paper and local radio advertising, estimated to cost $7,000 and retain a telemarketing sales team estimated to cost $14,000, with a goal to stabilizing occupancy, with an occupancy goals of 90% or higher (see Use of Proceeds, page 18).

 

 

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In the event the Company sells 75% of the shares offered, the Company will research properties at a cost estimated to be $36,000 and acquire our first property at an estimated cost of $ 1,200.000. Total renovation cost is estimated at $350,000. During the course of renovations and during the second phase of our planned operations, we will develop the web site estimated to cost $5,000 and initiate marketing of our first renovated apartments. The final phase of our planned operations over the first twelve months of operations would be to launch our marketing campaign including the printing of flyers, local news paper and local radio advertising, estimated to cost $13,000 and retain a telemarketing sales team estimated to cost $22,000, with a goal to stabilizing occupancy, with an occupancy goals of 90% or higher (see Use of Proceeds, page 16).

Results of Operations

 

For the period from inception through July 31, 2010, we had no revenue. Expenses for the period totaled $7,000 resulting in a Net loss of $7,000.

 

Capital Resources and Liquidity

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

As of July 31, 2010, we had $7,990 in cash and $10,500 of liabilities. As of the date of this registration statement, the current funds available to the Company will not be sufficient to fund the expenses related to this offering, continue maintaining a reporting status. The Company’s sole officer and director, Mr. du Plooy has indicated that he may be willing to provide a maximum of $20,000, required to fund the offering expenses and maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.

 

 

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In the offering scenarios presented in the Section titled “Use of Proceeds”, the Company feels that it will have sufficient funds to fund the expenses related to this offering however the Company may be unable to acquire a property that would optimize future net operating income. In the event that 25% of the shares are sold, for the next twelve months the Company plans to reduce its planned research of properties to $16,000, to purchase a property not exceeding $402,500 in cost and to scale renovations such that costs do not exceed $100,000. Accordingly, marketing expenses will be reduced to $12,000. In the event that 50% of the shares are sold, for the next twelve months the Company plans to reduce its planned research of properties to $26,000, to purchase a property not exceeding $815,000 in cost and to scale renovations such that costs do not exceed $225,000. Accordingly, marketing expenses will be reduced to $24,000. In the event that 75% of the shares are sold, the Company plans to reduce its planned research of properties to $36,000, to purchase a property not exceeding $1,226,100 in cost and to scale renovations such that costs do not exceed $351,200. Accordingly, marketing expenses will be reduced to $40,000 (see Use of Proceeds, page 18).

In the event that 100% of the shares are sold, for the next twelve months the Company believes it have sufficient funds. We anticipate that within 360 days following the closing of this offering, we should be generating net operating income. Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial net operating income is anticipated until we have completed the financing from this offering and implemented our Plan of Operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

We do not anticipate researching any further properties nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Off-balance sheet arrangements

Other than the above described situation, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

GENERAL INFORMATION ABOUT HOMEOWNUSA

On December 10, 2009, Mr. Pieter du Plooy, president and sole director, incorporated the Company in the State of Nevada and established a fiscal year end of January 31. HOMEOWNUSA is a development-stage company. We are a self-advised real estate company that was organized to acquire, own and actively asset manage income-producing multi family apartment facilities.

Our business office is located at 112 North Curry Street Carson City, Nevada, 89703; our telephone number is   (775)-321-8288 and our fax number is 1-775-245-0036. Our United States and registered statutory office is located at 112 North Curry Street Carson City, Nevada, 89703, telephone number   (775)-882-1013

.

The Company has not yet implemented its business model and to date has generated no revenues. Our bylaws became effective on December 10, 2009 and may be amended form time to time as the directors of the Company approve such amendments.

 

 

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HOMEOWNUSA has no plans to change its planned business activities or to combine with another business and is not aware of any circumstances or events that might cause this plan to change.

INVESTMENT POLICIES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

 

The following is a discussion of our investment policies and our policies with respect to certain other activities, including financing matters. These policies may be amended or revised from time to time at the discretion of our sole officer and director, without a vote of our stockholders. Any change to any of these policies by our sole officer and director, however, would be made only after a thorough review and analysis of that change, in light of then-existing business and other circumstances, and then only if, in the exercise of its business judgment, our sole officer and director believes that it is advisable to do so and in our best interests. We cannot assure you that our investment objectives will be attained.

 

Investments in Real Estate or Interests in Real Estate

 

We plan to invest principally in multi family apartment facilities. At the completion of this offering we will identify one multi family apartment facility and a substantial portion of the net proceeds of this offering will not be committed to any other specific multi family apartment facility acquisition. Our management will identify and negotiate acquisition opportunities.

Our investment objective is to maximize total returns to our stockholders through the payment of consistent cash distributions and long-term capital appreciation.

 

There are no limitations on the amount or percentage of our total assets that may be invested in any one property. Additionally, no limits have been set on the concentration of investments in any one location.

 

Investments in Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

 

We do not expect to engage in any significant investment activities with other entities. We do not anticipate investing in other issuers of securities for the purpose of exercising control or acquiring any investments primarily for sale in the ordinary course of business or holding any investments with a view to making short-term profits from their sale.

 

Investment Policies and Policies With Respect to Certain Activities

Initially, we do not intend to engage in significant development or redevelopment of our facilities. We may acquire facilities that require significant capital improvement beyond renovation or refurbishment. Although we do not have any current plans to conduct any development activities, if we find opportunities in attractive markets with high barriers to entry and favorable pricing that may not have been available to the Company in the past, we may evaluate and pursue a very limited number of development opportunities.

 

We do not intend to engage in trading, underwriting, agency distribution or sales of securities of other issuers.

 

 

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Investment in Real Estate Mortgages and Other Loans

 

While our initial acquisition will consist of multi family apartment facilities, we may, at the discretion of our sole officer and director, invest in real estate mortgages and other types of real estate interests consistent with our qualification as a REIT. We may consider acquiring outstanding mortgage loans secured by senior housing facilities, mezzanine loans secured by interest in entities that own multi family apartment facilities or similar real estate-related debt if we believe we can ultimately acquire ownership of the facility in the near term. Investments in real estate mortgages and other loans have risks, including the risk that one or more borrowers may default and the value of the collateral securing our loan may not be sufficient to enable us to recoup our full investment.

 

Financing Policies

 

Although our Articles and By-laws contain no limitations on the amount of debt we can incur, we expect to maintain a low-leverage capital structure. Generally, we do not expect to incur debt, pursuant to a revolving credit facility or otherwise, until we have invested substantially all of the net proceeds of this offering, other than assuming in-place mortgage debt in connection with a multi family apartment acquisition. In measuring our debt for purposes of our general debt limitation, we will utilize “net” debt, which is the principal amount of our consolidated indebtedness and the liquidation preference of any outstanding shares of stock less the amount of our cash.

 

Going forward, we will consider a number of factors when evaluating our level of indebtedness and making financial decisions, including, among others, the following:

 

·	the interest rate of the proposed financing;

·	the extent to which the financing impacts the flexibility with which we asset manage our properties;

·	prepayment penalties and restrictions on refinancing;

·	the purchase price of properties we acquire with debt financing;

·	our long-term objectives with respect to the financing;

·	the ability of particular properties, and our company as a whole, to generate cash flow sufficient to cover expected debt service payments;

·	overall level of consolidated indebtedness;

·	timing of debt maturities;

·	provisions that require recourse and cross-collateralization;

·	the overall ratio of fixed- and variable-rate debt.

 

Equity Capital and Other Policies

 

Subject to applicable law, our sole officer and director has the authority, without further stockholder approval, to issue additional authorized common stock including through the issuance of senior securities, or otherwise raise capital in any manner and on the terms and for the consideration it deems appropriate, including in exchange for property. Existing stockholders will have no preemptive right to additional shares issued in any offering, and any offering might cause a dilution of investment. We may in the future issue common stock in connection with acquisitions.

 

 

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We may, under certain circumstances, purchase shares of common in the open market or in private transactions with our stockholders, if those purchases are approved by our sole officer and director. Our sole officer and director has no present intention of causing us to repurchase any shares, and any action would only be taken in conformity with applicable federal and state laws and the applicable requirements for qualifying as a REIT.

 

We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers. At all times, we intend to make investments in such a manner as to qualify as a REIT, unless our sole officer and director determines that it is no longer in our best interest to qualify as a REIT. We have not made any loans to third parties, although we may in the future make loans to third parties consistent with our intention to qualify as a REIT, including, without limitation, short-term debt to facility owners as a means of securing an important facility or portfolio. We intend to make investments in such a way that we will not be treated as an investment company under the Investment Company Act.

 

Reporting Policies

 

After this offering is deemed effective, we will become subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Pursuant to these requirements, we will file annual, quarterly and current reports, proxy statements and other information, including audited financial statements, with the SEC. See “Where You Can Find More Information.”

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

The following is a summary of the material U.S. federal income tax consequences to an investor in our common stock. This summary is based on current law. The tax consequences related to an investment in our common stock may vary depending on an investor’s particular situation and this discussion does not purport to discuss all aspects of taxation that may be relevant to a holder of our common stock in light of his or her personal investment or tax circumstances, or to holders of our common stock subject to special treatment under the U.S. federal income tax laws. Investors subject to special treatment include, without limitation, insurance companies, financial institutions, broker-dealers, tax-exempt organizations, investors holding common stock as part of a conversion transaction, or a hedge or hedging transaction or as a position in a straddle for tax purposes, foreign corporations or partnerships, and persons who are not citizens or residents of the United States. In addition, the summary below does not consider the effect of any foreign, state, local or other tax laws that may be applicable to you as a holder of our common stock.

 

The information in this summary is based on the Internal Revenue Code, current, temporary and proposed Treasury Regulations promulgated under the Internal Revenue Code, the legislative history of the Internal Revenue Code, current administrative interpretations and practices of the IRS, and court decisions, all as of the date of this prospectus. The administrative interpretations and practices of the IRS upon which this summary is based include its practices and policies as expressed in private letter rulings that are not binding on the IRS, except with respect to the taxpayers who requested and received such rulings. Future legislation, Treasury Regulations, administrative interpretations and practices, and court decisions may affect the tax consequences contained in this summary, possibly on a retroactive basis. We have not requested, and do not plan to request, any rulings from the IRS concerning our tax treatment, and the statements in this prospectus are not binding on the IRS or a court. Thus, we can provide no assurance that the tax consequences contained in this summary will not be challenged by the IRS or sustained by a court if challenged by the IRS.

 

 

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You are urged to consult your tax advisor regarding the specific tax consequences to you of (1) the acquisition, ownership and sale or other disposition of our common stock, including the federal, state, local, foreign and other tax consequences; (2) our election to be taxed as a REIT for U.S. federal income tax purposes; and (3) potential changes in applicable tax laws.

 

Taxation of Our Company — General

 

We intend to become subject to tax as a REIT, for U.S. federal income tax purposes. Our director currently expects that we will operate in a manner that will permit us to qualify as a REIT and to maintain our qualification as a REIT in each taxable year thereafter. We will need to have 100 or more stockholders and not more than 50% of our stock can be owned by 5 or fewer individuals, as described in “— Requirements for Qualification as a REIT.” This treatment will permit us to deduct dividend distributions to our stockholders for U.S. federal income tax purposes, thus effectively eliminating the “double taxation” that generally results when a corporation earns income and distributes that income to its stockholders in the form of dividends.

 

We were formed in December 2009, our total assets consist of approximately $10,000 in cash, and we do not have any operating history. Accordingly, even a small amount of disqualifying income could cause us to fail the gross income tests described below in “— Income Tests.” We intend to use the proceeds of this offering to acquire assets that will generate qualifying income sufficient to satisfy the gross income tests described below in “— Income Tests,” and the opinion of management is based, among other things, on the assumption that we will acquire such assets and generate such qualifying income.

 

There can be no assurance that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances. If we were not to qualify as a REIT in any particular year, we would be subject to U.S. federal income tax as a regular, domestic corporation, and our stockholders would be subject to tax in the same manner as stockholders of such corporation. In this event, we could be subject to potentially substantial income tax liability in respect of each taxable year that we fail to qualify as a REIT, and the amount of earnings and cash available for distribution to our stockholders could be significantly reduced or eliminated.

 

 

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Even if we qualify for taxation as a REIT, however, we will be subject to U.S. federal income taxation as follows:

 

	•	We will be required to pay tax at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains.
	•	We may be required to pay the “alternative minimum tax” on our items of tax preference, if any.
	•	If we have (1) net income from the sale or other disposition of foreclosure property which is held primarily for sale to customers in the ordinary course of business or (2) other non qualifying income from foreclosure property, we will be required to pay tax at the highest corporate rate on this income. In general, foreclosure property is property acquired through foreclosure after a default on a loan secured by the property or on a lease of the property.
	•	We will be required to pay a 100% tax on any net income from prohibited transactions. In general, prohibited transactions are sales or other taxable dispositions of property, other than foreclosure property, held for sale to customers in the ordinary course of business. Further, we will be required to pay a 100% tax in respect of amounts that are treated by us as rents from real property but are properly allocable or attributable under the Internal Revenue Code to services rendered by a taxable REIT subsidiary (see below) as well as deductible expense items paid to us by our taxable REIT subsidiary in excess of amounts that would be paid by an unrelated third party.
	•	If we fail to satisfy the 75% or 95% gross income tests, as described below, but have otherwise maintained our qualification as a REIT, we will be required to pay a 100% tax on an amount based upon the magnitude of the failure, intended to reflect our profitability.
	•	If we fail to meet the requirements of any asset test for a particular quarter by more than the de minimis amount, as described below, we may be required to pay a tax equal to the greater of (1) $50,000 or (2) the amount determined under Treasury Regulations by multiplying the net income generated by the assets that caused the failure by the highest corporate tax rate.
	•	If we fail to satisfy any of the REIT qualification requirements except the gross income and asset tests, as described below, we may be required to pay a tax of $50,000 for each such failure in order to maintain our REIT status.
	•	We will be required to pay a 4% excise tax on the amount by which our annual distributions to our stockholders is less than the sum of (1) 85% of our ordinary income for the year; (2) 95% of our REIT capital gain net income for the year; and (3) any undistributed taxable income from prior periods.
	•	If we acquire an asset from a corporation that is not a REIT in a transaction in which the basis of the asset in our hands is determined by reference to the basis of the asset in the hands of the transferor corporation, and we subsequently sell the asset at a gain within 10 years, then we would be required to pay tax at the highest regular corporate tax rate on this gain to the extent (a) the fair market value of the asset exceeds (b) our adjusted tax basis in the asset, in each case, determined as of the date on which we acquired the asset. The results described in this paragraph assume that we will elect this treatment in lieu of an immediate tax when the asset is acquired.
	•	With respect to an equity interest in either a taxable mortgage pool or a residual interest in a real estate mortgage investment conduit (REMIC), the ownership of which is attributed to us, we will pay tax at the highest corporate rate on the amount of any excess inclusion income for the taxable year allocable to the percentage of our shares that are held by specified tax exempt organizations that are not subject to the tax on unrelated business taxable income.

 

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Requirements for Qual ification as a REIT  

 

The Internal Revenue Code defines a REIT as a corporation, trust or association:

 

(1)	That is managed by one or more trustees or directors;

(2)	That issues transferable shares or transferable certificates of beneficial ownership to its owners;

(3)	That would be taxable as a regular corporation, but for its election to be taxed as a REIT;

(4)	That is not a financial institution or an insurance company under the Internal Revenue Code;

(5)	That is owned by 100 or more persons;

(6)	Not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals (as defined in the Internal Revenue Code to also include some entities) during the last half of each year; and

(7)	That meets other tests, described below, regarding the nature of its income and assets, and the amount of its distributions.

 

The Internal Revenue Code provides that conditions (1) through (4) must be met during the entire year and that condition (5) must be met during at least 335 days of a year of twelve months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) do not apply to the first taxable year for which an election is made to be taxed as a REIT. For purposes of condition (6), tax-exempt entities are generally treated as individuals, subject to a “look-through” exception for pension funds. As of the date of this prospectus, we do not satisfy conditions (5) and (6).

 

Our Articles and By-laws do not provide for restrictions regarding ownership and transfer of our stock. Restrictions regarding ownership will be required are intended to assist us in satisfying the share ownership requirements described in conditions (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these share ownership requirements, our status as a REIT would terminate. If, however, we comply with the rules contained in applicable Treasury Regulations that require us to determine the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we would not be disqualified as a REIT.

 

In addition, a corporation may not qualify as a REIT unless its taxable year is the calendar year. Our current year end is January 31 and upon the completion of this offering we intend to change our year end in order to qualify as a REIT.

 

Ownership of a Partnership Interest

 

Treasury Regulations provide that if we are a partner in a partnership, we will be deemed to own our proportionate share of the assets of the partnership, and we will be deemed to be entitled to our proportionate share of the gross income of the partnership in both cases determined by our percentage interest in partnership capital. The character of the assets and gross income of the partnership generally retains the same character in our hands for purposes of satisfying the gross income and asset tests.

 

 

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Income Tests

 

We must meet two annual gross income requirements to qualify as a REIT. First, each year we must derive, directly or indirectly, at least 75% of our gross income, excluding gross income from prohibited transactions, from investments relating to real property or mortgages on real property, including rents from real property and mortgage interest, or from specified temporary investments. Second, each year we must derive at least 95% of our gross income, excluding gross income from prohibited transactions, from investments meeting the 75% test described above, or from dividends, interest and gain from the sale or disposition of stock or securities that do not constitute property held primarily for sale in the ordinary course of business. This test permits us to earn a significant portion of our income from traditional “passive” investment sources that are not necessarily real estate-related. For these purposes, the term interest generally does not include any interest of which the amount received depends on the income or profits of any person. An amount will generally not be excluded from the term interest, however, if such amount is based on a fixed percentage of gross receipts or sales. As a result of the 75% and 95% gross income tests, we generally are not permitted to earn more than 5% of our gross income from active sources, including brokerage commissions or other fees for services rendered. From time to time, we may receive this type of income. This type of income will not qualify for the 75% gross income test or the 95% gross income test, but is not expected to be significant and that income, together with other non qualifying income, is expected to be at all times less than 5% of our annual gross income. While it is not anticipated that we will earn substantial amounts of non qualifying income, if non qualifying income exceeds 5% of our gross income, we could lose our status as a REIT. We may use one or more taxable REIT subsidiaries to engage in transactions that produce non qualifying income. The gross income generated by these subsidiaries would not be included in our gross income. However, dividends we receive from these subsidiaries would be included in our gross income and qualify for the 95% gross income test.

 

MARKET PRICE OF AND DIVIDENDS OF HOMEOWNUSA COMMON STOCK

Prior to this registration, there has been no public trading market for the common stock of HOMEOWNUSA and it is not presently traded on any market or securities exchange. 5,000,000 shares of common stock are being offered for sale by the Company to the public and the securities being registered by this offering may be illiquid because these securities are not listed on any exchange nor are these securities quoted on the OTC Bulletin Board.  A public market for the Company’s common stock may never develop, or, if any market does develop, it may not be sustained.

 

 

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DESCRIPTION OF SECURITIES

 

The following is a summary of the material terms of our capital stock. Copies of our Articles and By-laws are filed as exhibits to the registration statement of which this prospectus is a part. See “Available Information.”

 

GENERAL

 

Our articles provide that we may issue up to 75,000,000 shares of common stock, $0.001 par value per share. We issued 10,000,000 shares of common stock in connection with our initial capitalization. Upon completion of this offering, we intend to redeem a portion of these shares in order to qualify as a REIT (see Plan of Operations, page 20).

Common Stock

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

	*	have equal ratable rights to dividends from funds legally available if and when 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;
	*	and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 66.67% of our outstanding shares.

Anti-Takeover Provisions

Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

 

 

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Stock Transfer Agent

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, HOMEOWNUSA will act as its own transfer agent.

Restrictions on Ownership and Transfer

 

In order to qualify as a REIT under the Code, our shares of stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

 

Our board of directors believes it is at present essential for us to qualify as a REIT. Our articles and by-laws contain no restrictions on the number of our shares of stock that a person may own. Upon completion of this offering, the Company intends to modify our articles and by-laws to provide that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

DIRECTORS AND EXECUTIVE OFFICERS

Identification of directors and executive officers

Our sole director serves until his successor is elected and qualified. Our sole officer is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The company’s current Audit Committee consists of our sole officer and director.

The name, address, age and position of our present sole officer and director is set forth below:

Name		Age		Position(s)
Pieter du Plooy		49		President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.

The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

Business Experience

Following a career of 15 years in the tire industry, working as Regional Sales Manager (Free State, Northern Cape and Lesotho) for Dunlop Tyres SA, (Pty) Ltd, Mr. du Plooy purchased a business in the Aluminum Construction and Retail Market in 2002.  During 2006, Mr. du Plooy expanded operations to include a manufacturing outlet which specializes in the custom made of doors, windows, shop fronts and Balustrades.

 

 

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The Company believes that Mr. du Plooy’s background experience and success as an entrepreneur, make him well suited to serve as our sole officer and director.

Conflicts of Interest

At the present time, the company does not foresee any direct conflict between Mr. du Plooy’s other business interests and his involvement in HOMEOWNUSA.

EXECUTIVE COMPENSATION

HOMEOWNUSA has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception through January 31, 2010.

 

				SUMMARY COMPENSATION TABLE
Name and principal position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Pieter du Plooy President		2009			0				0				0				0				0				0				0				0

 

We did not pay any salaries in 2009. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director other than as described herein.

 

 

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Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of January 31, 2010.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

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

Option Exercise Price ($)

Option Expiration Date

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

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

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

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

Pieter du Plooy

-

-

-

-

-

-

-

-

-

 

There were no grants of stock options since inception to the date of this Prospectus.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. HOMEOWNUSA may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

Stock Awards Plan

The company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (December 10, 2009) through January 31, 2010.

 

		DIRECTOR COMPENSATION
Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Pieter du Plooy			0				0				0				0				0				0				0

 

At this time, HOMEOWNUSA has not entered into any employment agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the company may enter into employment agreements with our sole officer and director or future key staff members.

 

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class		Name and Address Beneficial Owner [1]		Amount and Nature of Beneficial Owner		Percent of Class		Percentage of Ownership Assuming all of the Shares are Sold  [2]		Percentage of Ownership Assuming 75% of the Shares are Sold [2]		Percentage of Ownership Assuming 50% of the Shares are Sold [2]		Percentage of Ownership Assuming 25% of the Shares are Sold [2]
Common Stock		Pieter du Plooy 173 Haldon Road Universitas, BLOEMFONTEIN SOUTH AFRICA, 9321		10,000,000		100%		67%		73%		80%		89%
		All Officers and Directors as a Group (1 person)		10,000,000		100%		67%		73%		80%		89%

 

[1]	The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. du Plooy is the only “promoter” of our company.
[2]	Upon completion of this offering, the Company intends to redeem a portion of these shares in order to qualify as a REIT

Our sole officer and director will continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since he will continue to control the Company after the offering, investors will be unable to change the course of the operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On   December 10, 2009,, we issued a total of 10,000,000 shares of common stock to Mr. Pieter du Plooy, our sole officer and director, for total cash consideration of $10,000. The Company considered these securities as “Founders” shares. Mr. du Plooy purchased his shares at par value being $0.001 per share, considerably lower than the $0.50 cents per share in this offering. This offer and sale was made pursuant to the exemption from registration afforded by Rule 903(b)(3) of the Regulation S, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were sold outside of US, to a non-US person, with no directed selling efforts in the US, and where offering restrictions were implemented.

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

 

HOMEOWNUSA

 

We have audited the accompanying balance sheet of HOMEOWNUSA (A Development Stage Company, the “Company”) as of January 31, 2010 and the related statements of operations, changes in shareholders’ equity and cash flows for the period from December 10, 2009 (inception) through January 31, 2010. 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 audit in accordance with the 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 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 audit provides 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 HOMEOWNUSA as of January 31, 2010 and the result of its operations and its cash flows for the period from December 10, 2010 (inception) through January 31, 2010 in conformity with U.S. generally accepted accounting principles.

 

The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

CHANG G. PARK, CPA

 

August 25, 2010

 

San Diego, CA. 92108

 

 

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HOMEOWNUSA

(A Development Stage Company)

Balance Sheet

 

		As of January 31, 2010
Assets
Current assets
Cash		$	9,990
Total Assets		$	9,990
Liabilities and Shareholders’ Equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	5,500
Total Liabilities			5,500
Shareholders’ Equity
Common stocks, 75,000,000 shares authorized at    $0.001 par value, 10,000,000 shares issued and outstanding as of January 31, 2010			10,000
Deficit accumulated during development stage			(5,510	)
Total Shareholders’ Equity			4,490
Total Liabilities and Shareholders’ Equity		$	9,990

The accompanying notes are an integral part of these financial statements.

 

 

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HOMEOWNUSA

(A Development Stage Company)

Statement of Operations

 

		From December 10, 2009 (Inception) to January 31, 2010
Revenue:
Revenue		$	-
Total Revenue			-
Expenses:
General expense			(10	)
Professional fee			(5,500	)
Total expenses			(5,510	)
Net loss before income taxes			(5,510	)
Income tax expense			-
Net Loss		$	(5,510	)
Basic and Diluted Earnings (Loss) per Common Share			(0.00	)
Weighted Average Number of Common Shares			10,000,000

The accompanying notes are an integral part of these financial statements.

 

 

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HOMEOWNUSA

(A Development Stage Company)

Statement of Changes in Shareholders’ Equity

For the period from December 10, 2009 (date of inception) to January 31, 2010

 

		Common stock								Accumulated  deficit during the development
		Number of shares				Amount				stage				Total
Common stock issued at inception December 10, 2009			10,000,000			$	10,000			$	-			$	10,000
Net loss for the period from inception December 10, 2009 to January 31, 2010			-				-				(5,510	)			(5,510	)
Balance at January 31, 2010			10,000,000			$	10,000			$	(5,510	)		$	4,490

The accompanying notes are an integral part of these financial statements.

 

 

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HOMEOWNUSA

(A Development Stage Company)

Statement of Cash Flows

 

		From December 10, 2009 (Inception) to January 31, 2010
Cash flows from operating activities
Net loss		$	(5,510	)
Adjustments for:
Increase in accounts payable and accrued liabilities			5,500
Net cash used by operating activities			(10	)
Cash flows from investing activities			-
Cash flows from financing activities
Proceeds from issuance of common stocks			10,000
Net cash from financing activities			10,000
Net increase in cash and cash equivalents			10,000
Cash and cash equivalents at beginning of period			-
Cash and cash equivalents at end of period		$	9,990
Supplementary information:
Interest		$	-
Taxes		$	-

 

The accompanying notes are an integral part of these financial statements.

 

 

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