FORM U-7 DISCLOSURE DOCUMENT -...

Small Company Offering Registration (SCOR) Form Revised: September 28, 1999

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FORM U-7

DISCLOSURE DOCUMENT Cover Page -

GruntWorks Portland, Inc. ____________________________________________________________________

(Exact name of Company as set forth in Articles of Incorporation or Organizational Documents)

Street address of principal office: 7460 SW Hunziker St., Ste. C, Tigard, OR 97223

Company Telephone Number: 855-MY-GRUNT

Person(s) to contact at Company with respect to offering: Scott Fouser

Telephone Number (if different from above): N/A

Type of securities offered: Preferred Series “A” Shares

Price per security: $299.00

Sales commission, if any: None

Minimum number of securities offered: 0

Maximum number of securities offered: 1,000

Total proceeds: If minimum sold: $0

If maximum sold: $299,000

Investment in a small business is often risky. You should not invest any funds in this offering unless you can afford to lose your entire investment. See Item 1 for a discussion of the risk factors that management believes present the most substantial risks to you. The date of this Disclosure Document is August 19, 2013.


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Cover Page - Executive Summary

The Company Describe the business of the Company. GruntWorks, Inc., the parent company of the Company, was founded in 2011 and has developed a business model and marketing for a general contractor business specializing in concierge residential and commercial repairs, improvements, and remodels, utilizing experienced individuals identified as Personal Home Assistants along with technology to provide a high level of customer service on even small projects. The Personal Home Assistants will leverage technology to match construction tasks with service providers and oversee project management on residential and commercial repairs, improvements, and remodels. The business model is heavily focused on “local” elements including involvement with the local community, charities, and schools. GruntWorks, Inc. has developed an operating business in the Portland metropolitan area consisting of several Personal Home Assistants and a growing client base, and now desires to spin off that existing business to the Company. Since the Company is a new business, the disclosures in this offering reflect that fact, even though the Company will be taking over the accounts of an established business. Describe how the Company plans to carry out its activities. The Company will maintain an office in the Portland metropolitan area and employ Personal Home Assistants to provide the services described above to the local service area. This Company: [X] Has never conducted operations. [ ] Is in the development stage. [] Is currently conducting operations. [ ] Has shown a profit in the last fiscal year. [ ] Other (Specify): (Check at least one, as appropriate) Jurisdiction and date of formation: Oregon, February 12, 2013 Fiscal year end: December 31st (month) (day) How the Company Will Use Your Money Describe how the Company intends to use the proceeds of this offering.


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Pursuant to the License Agreement attached as Exhibit “A”, the Company will pay a licensee fee to GruntWorks, Inc. for the use of its branding and software tools, exclusive territory rights, and assignment of its existing business in the Portland metropolitan area. The Company will also use proceeds as general operating capital to support cash flow as the Company’s sales grow. For more information about how the Company will use your money, see Item 30.

The Principal Officers of the Company The Principal Officers of the Company and their titles are:

President: Scott Fouser

Secretary: Scott Fouser

Vice President: Troy McElhenny

For more information about these Officers, see Item 77.

The Offering

Name of Sales Person(s): Scott Fouser

Address: 8630 SW Scholls Ferry Road, Ste. #325, Beaverton, OR 97008

Telephone Number: 855-MY-GRUNT

Is there an impound of proceeds until the minimum is obtained? [ ] Yes [X] No (See Items 73 - 76)

Is this offering limited to certain purchasers? [X] Yes [] No (See Item 72) Is transfer of the securities restricted? [ ] Yes [X] No (See Item 53)

This offering is available for sale in the following states: Oregon You should consider the terms and risks of this offering before you invest. No government regulator is recommending these securities. No government regulator has verified that this document is accurate or determined that it is adequate. It is a crime for anyone to tell you differently.


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The Company has included in this Disclosure Document all of its representations about this offering. If anyone gives you more or different information, you should ignore it. You should rely only on the information in this Disclosure Document.

TABLE OF CONTENTS Page

Risk Factors .................................................................................................................................... 6 Business and Properties ................................................................................................................. 6 General Description of the Business Suppliers Customer Sales and Orders Competition Marketing Employees Properties Research and Development Governmental Regulation Company History and Organization Milestones ..................................................................................................................................... 11 Use of Proceeds ............................................................................................................................. 13 Selected Financial Information ..................................................................................................... 14 General Capitalization Dilution Management’s Discussion and Analysis of Certain Relevant Factors ......................................... 17 Description of Securities Offered ................................................................................................. 19 General Preferred Stock Debt Securities Ratio of Earnings to Fixed Charges How These Securities Will Be Offered and Sold ......................................................................... 22 Company Salespersons Other Salespersons and Finders Purchaser Limitations Impound of Offering Proceeds Management .................................................................................................................................. 25 Officers and Key Persons of the Company Directors of the Company Consultants Arrangements with Officers, Directors, and Key Persons Compensation Prior Experience Certain Legal Proceedings


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Outstanding Securities… .............................................................................................................. 31 General Dividends, Distributions, and Redemptions Options and Warrants Sales of Securities Principal Stockholders .................................................................................................................. 32 Management Relationships and Transactions ............................................................................... 33 Family Relationships Management Transactions Litigation ....................................................................................................................................... 35 Tax Aspects ................................................................................................................................... 35 Other Material Factors .................................................................................................................. 36 Additional Information ................................................................................................................. 36 Signatures ...................................................................................................................................... 37 List of Exhibits .............................................................................................................................. 38


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RISK FACTORS

1. List in the order of importance the factors that the Company considers to be the most significant risks to an investor. We have a limited operating history. The Company was incorporated on February 12, 2013 and as of the date of this Offering has not yet begun operations. Accordingly, we have not yet produced a profit. There is no assurance that we will ever produce a profit. As a new enterprise, we are likely to be subject to risks our management has not anticipated. We have limited resources and will not be able to continue operating without the proceeds from this offering. It is possible that the proceeds from this offering and our other resources may not be sufficient for us to continue to finance our operations. We have incurred losses since inception and may incur future losses. We have not yet generated a profit from operations. We expect to continue to experience losses from operations and we cannot predict when or if we will become profitable. If we achieve profitability, we may not be able to sustain it. We may not have sufficient financial resources to successfully compete in the home services business. A large number of enterprises provide products or services similar to ours. We will be competing with established businesses that have an operating history, and greater financial resources, management experience and market share than we have. There can be no assurance that we will be able to compete or capture adequate market share. We will not be profitable if we cannot compete successfully with other businesses. Our failure to comply with government rules and regulations may harm our business. Our business must comply with local, state and federal rules and regulations, primarily, state licenses related to contractors. We believe that we comply with the rules and regulations with which we are required to comply. If we fail to comply with a rule or regulation we may be subject to fines, or other penalties, or our permit or license may be lost or suspended. We may have to stop operating and our investors may lose their entire investment. Our officers, directors and key persons will continue to have substantial control over the Company after the offering. The parent company of the Company, GruntWorks, Inc., owns 100% of the voting stock of the company. Consequently, they will be able to elect all of the directors and control the direction of the Company. See Item 105, Principal Stockholders. Because there is no market for our stock, you may not be able to sell your shares. You may never be able to sell your shares and recover any part of your investment, unless we are able to complete a subsequent public offering or we are able to sell the Company for cash or merge with a public company. The offering price of our shares is arbitrary.


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The offering price of $299 per share bears no relationship to established value criteria such as net tangible assets, or a multiple of earnings per share and accordingly should not be considered an indication of the actual value of the Company. We have not retained an independent party to sell the offering and the failure of our officers to sell the offering may result in a shortage of operating funds. Officers of the Company are offering our shares on a “best-efforts” basis. We have not contracted with an underwriter, placement agent, or other person to purchase or sell all, or a portion of our shares and there is no assurance that we can sell all or any of the shares. Further, if we had hired an underwriter, placement agent, or other independent person to sell the offering, that person would have conducted an independent due diligence examination into our business. We may not ever issue dividends. The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain all of its earnings to finance future growth and, therefore, does not anticipate paying any cash dividends in the foreseeable future. Any future decision with respect to dividends will depend upon the Company’s future earnings, future capital needs, and operating and financial condition, among other factors. Our officers, directors and key persons will have discretion in the use of proceeds from this offering. The Company intends to use the proceeds from this offering to pay a license fee and generally to provide working capital. However, the Company may allocate and use the proceeds differently and for other purposes not currently anticipated. As a result, the Company’s success will substantially depend on the discretion and judgment of the Company’s management with respect to the application and allocation of a substantial portion of the proceeds of this offering. The Company’s primary contract will be with an affiliated company. The Company intends to use the proceeds from this offering to enter into a license agreement with a company that is also controlled by our officers, directors, and key persons. Litigation Risk Factor. The Company may be subject to litigation in the event a customer alleges harm as a result of work performed by a company-referred and vetted service provider, and said litigation may be costly even in the event the issuer prevails in the litigation, and even in the event that the Company insurance covers defense or damage costs. Unproven Business Model. The Company’s business model remains unproven, and the market may not support the Company’s “concierge” home improvement service model. The Company may have to expend significant time and money to educate the public about the Company’s service benefits.

BUSINESS AND PROPERTIES

GENERAL DESCRIPTION OF THE BUSINESS 2. Describe the business of the Company, including its products or services.


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The Company connects property owners who need services with service providers who need work. Through a Personal Home Assistant (PHA), the Company provides homeowners a single point of contact for literally all of their homecare needs. Each need is satisfied through a preapproved, fully vetted service provider who discounts their services in exchange for receiving jobs booked by the Company. As each job is completed, a record of all work is stored in a database for each property. Combined with thorough inventories completed by the PHAs and other partners, such as realtors and home inspectors, the database will be able to identify when multitudes of services and replacements are warranted. Additionally, homeowners will have the equivalent of a “CarFax” for their home when they want to sell. Each customer will have a cloud-based record of the work performed on their home. 3. Describe how the Company produces or provides these products or services and how and when the Company intends to carry out its activities. For a property owner, the Company simplifies the process of identifying qualified (community vetted, proven, licensed and insured) service providers, gathering bids, checking references, and scheduling the work. The Company also provides a layer of advocacy to the property owner. Property owners are at a significant disadvantage when it comes to understanding repairs, maintenance, and improvements. There are so many items needing attention and so many providers that owners are overwhelmed. They are filled with fear and skepticism, and are looking for local trusted advisors they can turn to in order to assure that they would be treated fairly. The GruntWorks Personal Home Assistant has become that trusted advisor. And each service provider approved through GruntWorks further supports that message and experience. For a service provider, the Company provides an opportunity to improve their level of success. Most service providers are good at their trade, but are often not good sales people or business operators. The Company increases their billable hours, improves the stickiness with the customers they service, and improves their efficiencies. In short, we help them be more successful while maintaining their individuality. SUPPLIERS 4. Does the Company have any major supply contracts? [X] Yes [] No If yes, describe. The Company has entered into a License Agreement with GruntWorks, Inc. in the form attached as Exhibit “A”. GruntWorks, Inc. has been operating the GruntWorks business in the Portland, Oregon metropolitan market since spring of 2011, and has developed a sizeable customer base of over 650 customers as of this offering, with approximately 20% of sales being to repeat customers. The License Agreement includes transfer of this operating business including the customer base and employees currently servicing the market, as well as an exclusive license to use the GruntWorks intellectual property (consisting of the GruntWorks trademark and logo, and marketing materials) and technology. Currently, the technology made available by GruntWorks,


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Inc. consists of a collection of cloud-based tools including email marketing, web-based sales, customer relationship management, construction bid management, field service management, file sharing, and accounting, integrated through the use of policies and procedures. GruntWorks, Inc. is in the initial stages of developing a custom web-portal and integrated platform which will further increase the Company’s efficiency. 5. (a) Is the Company dependent upon a limited number of suppliers? [X] Yes [] No If yes, describe. See answer to question 4. 5. (b) Does the Company expect to be dependent upon a limited number of suppliers? [X ] Yes [] No If yes, describe. See answer to question 4. CUSTOMER SALES AND ORDERS 6. Does the Company have any major sales contracts? [ ] Yes [X] No If yes, describe. 7. State the total amount of the Company’s sales of products or services for the most recent 12 month financial reporting period.

None 8. State the dollar amount of a typical sale.

$700.00 expected 9. Are the Company’s sales seasonal or cyclical? [ ] Yes [X] No If yes, explain. 10. State the amount of foreign sales as a percent of total sales for last fiscal year. _0____%. Explain the nature of these sales, including any anticipated changes. 11. Name any customers that account for, or based upon existing orders will account for, a major portion (20% or more) of the Company's sales. None 12. State the dollar amount of firm orders.

None


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COMPETITION 13. (a) Describe the market area in which the business competes or will compete.

General contractors, remodelers, specialty contractors, and referral-services websites, located or operating in the Portland, Oregon metropolitan area.

13. (b) Name the Company’s principal competitors and indicate their relative size and financial and market strengths.

The Company’s competition can be broken down into three categories: on-line lead generators, local handyman services, and direct service providers.

On-line referral services include redbeacon.com (acquired in January of 2012 by Home Depot), contractors.com, bidclerk.com, needcontractor.net, homeblue.com, 1800contractor.com, and servicemagic.com. A different approach has made Angie’s List one of the most visible player in this space. While all of the others charge contractors for leads based on the type of service requested, Angie’s List charges homeowners a monthly fee to read reviews posted by people who have used service providers who have registered in their system. Angie’s List also charges for advertising.

Opportunities for the Company include addressing the growing dissatisfaction that service providers are having with paying for leads that don’t turn into business. This model still requires the provider to “sell” the job. This is a skill that many providers lack. This issue affects leads from Angie’s List as well, in addition to the challenge of relying upon online reviews and the reviewer’s subjective opinion of various providers’ work quality.

Handyman services include handymanconnection.com, Service Magic, Mr. Handyman, handyman.com, Handyman Matters, and numerous independent service providers.

14. (a) Does the Company compete, or expect to compete, by price? [ ] Yes [X] No If yes, describe its competitive strategy. 14. (b) Does the Company compete, or expect to compete, by service? [X] Yes [ ] No If yes, describe its competitive strategy.

The Company will compete against referral services by offering an additional level of service through its Personal Home Assistants (PHAs) who will supervise the job through to completion. The Company will compete against local handymen services by offering a complete breadth of services. And, the Company will compete against direct service providers by offering a high level of customer service in an industry dominated by small service providers with a reputation for poor or unreliable service.


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14. (c) Does the Company compete, or expect to compete, on some other basis? [X] Yes [ ] No If yes, state the basis and describe the Company’s competitive strategy.

Using technology licensed from GruntWorks, Inc. under the License Agreement attached as Exhibit “A”, the Company expects to be able to perform its customer-contractor matching and supervision tasks with unprecedented efficiency.

MARKETING 15. (a) Describe how the Company plans to market its products or services during the next 12 months, including who will perform these marketing activities.

Community outreach through sponsorship of local events; marketing through real estate brokers; online targeted marketing; media outreach; and traditional marketing channels.

15. (b) State how the Company will fund these marketing activities.

Marketing is provided largely by GruntWorks, Inc. under the License Agreement attached as Exhibit “A”. Additionally, the Company will fund marketing activities from the proceeds of this offering.

EMPLOYEES 16. (a) State the number of the Company's present employees by type of employee (i.e., clerical, operations, administrative, etc.). None 16. (b) State the number of employees the Company anticipates it will have within the next 12 months by type of employee (i.e., clerical, operations, administrative, etc.). Two (2) management Two (2) operations (Personal Home Assistants) One (1) administrative Two (2) handymen 17. Describe the Company’s labor relations. Employment at will. 18. Indicate any benefits or incentive arrangements the Company provides or will provide to its employees.


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Personal Home Assistants are entitled to commissions based on sales. PROPERTIES 19. (a) Describe generally the principal properties that the Company owns or leases.

Office sublease from GruntWorks, Inc. included in the License Agreement attached as Exhibit “A.”

The Company has rights to use certain intellectual property under the License Agreement attached as Exhibit “A” including the GruntWorks name and logo, marketing materials, business models, systems, software, financial models, forms, spreadsheets, and other proprietary information and trade secrets now existing or that may be developed in the future. 19. (b) Indicate what properties the Company intends to acquire or lease. None RESEARCH AND DEVELOPMENT 20. Indicate the amounts that the Company spent for research and development during its last fiscal year. None 21. (a) Will the Company expend funds on research and development during the current fiscal year? [ ] Yes [X] No 21 (b) If yes, how much does the Company plan to spend on research and development during the current fiscal year? 21. (c) How does the Company intend to fund these research and development costs? N/A GOVERNMENTAL REGULATION 22. (a) Is the Company's business subject to material regulation by any governmental agency? [X] Yes [] No


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22. (b) Are the Company's products or services subject to material regulation by any governmental agency? [X ] Yes [] No 22. (c) Are the Company's properties subject to material regulation by any governmental agency? [ ] Yes [X] No 22. (d) Explain in detail any “yes” answer to Item 22(a), 22(b), or 22(c), including the nature and extent of the regulation and its effect or potential effect upon the Company.

Certain services offered by the Company may be regulated by the Oregon Construction Contractor’s Board, Landscape Contractor’s Board, and/or Oregon Department of Agriculture. Licenses and permits will be obtained as required from these state regulators, and the Company will operate in compliance with all applicable laws and rules. A failure to obtain these licenses could materially impact the Company’s ability to conduct business.

23. (a) Is the Company required to have a license or permit to conduct business? [X] Yes [ ] No 23. (b) If yes, does the Company have the required license or permit? [] Yes [X] No 23. (c) If the answer to Item 23(b) is “yes,” describe the effect on the Company and its business if it were to lose the license or permit.

The Company must maintain a construction contractor’s license and a business license in the jurisdictions in which the Company operates. In the event such licenses or permits cannot be obtained or are lost, the Company could operate as a referral-only service. The Company’s affiliate, GruntWorks, Inc., has obtained and maintained these required licenses and the Company expects to be able to obtain these licenses within a short period of time.

23. (d) If the Company has not yet acquired a required license or permit, describe the steps the Company needs to take to obtain the license or permit. Estimate the time it will take to complete each step.

Upon approval of this offering, the Company will apply for a construction contractor’s license and business licenses, which are anticipated to be issued within 30 days of application.

COMPANY HISTORY AND ORGANIZATION 24. Summarize the material events in the development of the Company. See answer to question 4.


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25. Describe any recent stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization. None. 26. Discuss any pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization. None. 27. State the names of any parent, subsidiary, or affiliate of the Company. For each, indicate its business purpose, its method of operation, its ownership, and whether it is included in the Financial Statements attached to this Disclosure Document. See answer to question 4. The Company is initially wholly owned and controlled by GruntWorks, Inc. After this Offering is sold out, the Company will continue to be wholly controlled by GruntWorks, Inc. GruntWorks, Inc. is expected to sponsor new companies such as the Company in jurisdictions across the United States, and provides technology and marketing to its subsidiaries. Compiled (unaudited) financial statements for GruntWorks, Inc. may be found in Exhibit “C.”

MILESTONES 28. Describe in chronological order the steps management intends to take to achieve, maintain, or improve profitability during the 12 months following receipt of the offering proceeds. If management does not expect the Company to achieve profitability during that time period, describe the business objectives for that period and the steps management intends to take to achieve those objectives. Indicate the probable timing of each step and the approximate cost to complete it. Milestone or Step Expected Manner of

Achievement Date or Number of Months after Receipt of Offering When Step Should Be Accomplished

Cost of Completion

Licensing, Legal, and Accounting

Obtain required contractor and business licenses, and complete transition of Portland, Oregon

1 month $10,000


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territory operations from GruntWorks, Inc. to Company.

Enter into License Agreement with GruntWorks, Inc.

License Agreement will entitle company to existing Portland-metro business operation.

1 month 40% of proceeds raised from this offering, up to $119,600

Achieve level of sales sufficient to meet expenses

Existing customer base from GruntWorks, Inc. is near profitable. Continued marketing efforts by GruntWorks, Inc. under the License Agreement will continue to build customer base.

1-4 months Up to $169,400

29. (a) State the anticipated consequences to the Company if any step is not completed as scheduled.

If the Company does not achieve a level of sales sufficient to meet expenses, the Company may need to take on additional debt or downsize by reducing staff. The Company would not be able to grow as fast as we would like or to take full advantage of all available business opportunities. This would result in diminished market share and profitability, and the potential loss of certain customers we would be unable to service.

29. (b) Describe how the Company will deal with these consequences.

The proceeds from this offering will cover operating losses. Additional funds may also be available from GruntWorks, Inc.

NOTE: After reviewing management's discussion of the steps it intends to take, potential investors should consider whether achievement of each step within the estimated time frame is realistic. Potential investors should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.


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USE OF PROCEEDS

30. Show how the Company intends to use the proceeds of this offering: If Minimum If Maximum Sold Sold Amount % Amount % Total Proceeds $0 100% $299,000 100% Less: Offering Expenses Commissions and Finders Fees $0 0% $0 0% Legal & Accounting Copying & Advertising Other (Specify): Net Proceeds from Offering $0 % $299,000 % Use of Net Proceeds Licensing, Legal, and Accounting $0 0% $10,000 3% License Fee with GruntWorks, Inc. $0 0% $119,600 40% Advertising and Marketing $0 0% $24,500 8% Insurance $0 0% $900 .4% Office Expense $0 0% $2,000 .6% Professional Fees $0 0% $3,000 1% Rent $0 0% $3,000 1% Wages $0 0% $66,000 22% Material Costs/Work In Progress $0 0% $60,000 20% Operating Cash $0 0% $10,000 4% Total Use of Net Proceeds $0 100% $299,000 100% 31. (a) Is there a minimum amount of proceeds that must be raised before the Company uses any of the proceeds of this offering? [ ] Yes [X] No 31. (b) If yes, describe how the Company will use the minimum Net Proceeds of this offering. 31. (c) If the answer to Item 31(a) is “yes,” describe how the Company will use the Net Proceeds of this offering that exceed the amount of the minimum offering proceeds.


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31. (d) If the answer to Item 31(a) is “no,” describe how the Company will use the Net Proceeds of this offering.

The proceeds will be used to pay the a license fee pursuant to that License Agreement with GruntWorks, Inc. attached as Exhibit “A”, along with start-up expenses, and to cover shortfalls of revenues less expenses for general operational expenses (office, payroll, accounts receivable, marketing).

32. (a) Will the Company use other funds, together with the offering proceeds, to fund any project or activity identified in Item 31? [X] Yes [ ] No 32. (b) If yes, state the amounts and sources of the other funds.

Capital investment of $10,000 from GruntWorks, Inc. upon formation; additional subsequent capital investments or loans as may be necessary to fund operations.

32. (c) Indicate whether the availability of the funds is firm or contingent. If contingent, explain.

Capital investment of $10,000 from GruntWorks, Inc. was completed upon formation of the Company; additional capital investments or loans contingent upon necessity and ability to obtain.

NOTE: See the answer to Item 70 for information about proceeds used to compensate sales agents. See the answer to Items 108 and 109 for information about proceeds used to purchase assets from Officers, Directors, key persons, or principal stockholders or their associates or to reimburse them for services previously provided or moneys borrowed.

SELECTED FINANCIAL INFORMATION

NOTE: The Company has adjusted all numbers in this section to reflect any stock splits or recapitalizations. GENERAL 33. What were net, after-tax earnings for the last fiscal year? (If losses, show in parenthesis.) Total $0 Per share $0 34. If the Company had profits, show offering price as a multiple of earnings. Offering Price Per Share = (price/earnings multiple) Net After-Tax Earnings Per Share for Last Fiscal Year


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CAPITALIZATION 35. Indicate the capitalization of the Company as of the most recent balance sheet date, and as adjusted to reflect the sale of the minimum and maximum amount of securities in this offering and the use of the net proceeds from this offering. Amount Outstanding As of: As Adjusted 5/1/13 (date) Minimum Maximum Debt: Short-term debt (average interest rate %) $0 $ $0 Long-term debt (average interest rate %) $0 $ $0 Total debt $0 $ $0 Stockholders equity (deficit): Preferred stock - par or stated value (by class of preferred – in order of preferences) Preferred Series “A” $0 $0 $299,000 _________________________ $ $ $ _________________________ $ $ $ Voting common stock - par or stated value $10,000 $10,000 $10,000 Additional paid in capital $0 $ $ Retained earnings (deficit) $0 $ $ Total stockholders equity (deficit) $0 $ $ Total Capitalization $10,000 $10,000 $309,000


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Number of preferred shares authorized to be outstanding: Number of Par Value Class of Preferred Shares Authorized Per Share Preferred Series “A” 1,000 $299.00 Number of voting common shares authorized: 1,000 shares. Par or stated value per share, if any: $10.00 Number of common shares reserved to meet conversion requirements or for issuance upon the exercise of options, warrants or rights: 0 shares. DILUTION 36. (a) The price of the securities in this offering has been arbitrarily determined. [X] Yes [ ] No

36. (b) If no, explain the basis on which the price of the securities was determined. 37. (a) The net tangible book value per share before offering will be: $10 [($10,000/1000= $10] 37. (b) For the minimum offering: N/A

37. (c) For the maximum offering:

The net tangible book value per share after the maximum offering will be: $154.50

The amount of increase in net tangible book value per share as a result of receipt of cash from purchasers in this offering will be: $149.50

The dilution per share to purchasers will be: $144.50 38. For each share purchased in this offering a purchaser will pay $299 but will receive a share representing only $ N/A in net tangible book value, if the minimum offering is achieved, or $154.50, if the maximum offering is achieved. The difference between the amount a purchaser pays for a share and the amount of net tangible book value that share represents is the dilution to the purchaser. 39. In a table, compare the existing stockholders’ percentage ownership in the Company and the consideration paid for that ownership with that of purchasers in this offering. Average Shares Purchased Total Consideration Price Number Percent Amount Percent Per Share Existing holders 1000 100% $10,000 100% $10 New Purchasers:


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Minimum offering 0 0% $0 0% $0 Maximum offering 1000 100% $299,000 100% $299 40. Using the offering price of these securities, what value is the Company’s management attributing to the entire Company before the offering?

$309,000

The Company’s net tangible book value per share is substantially less than the offering price because the Company has not yet commenced operations. The offering price assumes that the Company will be profitable in its operations; however, the establishment of the offering price is arbitrary, as the Company has no history of operations, earnings, or other conventional indication of value. The offering price may not be justified by the ultimate results of operations of the Company. NOTE: You should consider carefully whether the Company has this value at the present time. Some issues you should think about include: (1) the risks to which the Company is subject before it achieves success (see Item 1, Risk Factors); (2) the exercise prices of outstanding options (see Item 101); and (3) the prices that the Company’s Officers, Directors, and principal stockholders paid for their shares (see Items 104 and 105).

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN RELEVANT FACTORS

41. Is the Company having or does the Company anticipate having within the next 12 months any cash flow or liquidity problems? [X] Yes [] No If yes, explain. Although the Company is obtaining the customer list and on-going business from GruntWorks, Inc. in the Portland, Oregon metropolitan market, it is possible that the Company might not immediately break even, or may need operating cash as accounts receivable increase from increased revenues. Accordingly, proceeds from this offering may be used to cover operating losses or provide operating cash. 42. (a) Is the Company in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the Company to make payments? [ ] Yes [X] No 42. (b) If yes, explain. Identify the creditor, state the amount in default or the term that the Company has not complied with, and describe any consequences to the Company resulting from each default. 43. Are a significant amount of the Company's trade payables more than 90 days old? [ ] Yes [X] No


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44. Is the Company subject to any unsatisfied judgments, liens, or settlement obligations? [ ] Yes [X] No If yes, state the amounts. 45. Describe how the Company will resolve the problems identified in Items 41 - 44.

Proceeds from the offering will be used to cover losses during the start-up phase, if any. Additional stock may be offered at a later time, diluting current stock. Debt may be acquired as necessary to fund operations. There is no assurance that the Company will be able to sell additional shares of stock or borrower funds through the issuance of debt instruments in the event it needs to do so.

46. (a) Do the Company's financial statements show losses from operations? [ ] Yes [X] No 46. (b) If yes, explain the causes underlying these losses and what steps the Company has taken or is taking to address these causes. 47. (a) Describe any trends in the Company's historical operating results. None 47. (b) Indicate any changes now occurring in the underlying economics of the Company's business which, in the opinion of Management, will have a significant impact upon the Company's results of operations within the next 12 months. None 47. (c) Describe the probable impact on the Company. 47. (d) Describe how the Company will deal with this impact. 48. (a) Will the proceeds from this offering and any available funds identified in Item 32 satisfy the Company's cash requirements for the 12 month period after it receives the offering proceeds? [X] Yes [ ] No 48. (b) If no, explain how the Company will satisfy its cash requirements. State whether it will be necessary to raise additional funds. State the source of the additional funds, if known.

DESCRIPTION OF SECURITIES OFFERED GENERAL


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49. The securities being offered are:

[ ] Common Stock [X] Preferred or Preference Stock [ ] Notes, Debentures, or Bonds [ ] Limited Liability Company Membership Interests [ ] Units of two or more types of securities, composed of: [ ] Other (specify): 50. These securities have:

Yes No [ ] [X] Cumulative voting rights [ ] [X] Other special voting rights [ ] [X] Preemptive rights to purchase any new issue of shares [X] [ ] Preference as to dividends or interest [X] [ ] Preference upon liquidation [ ] [X] Anti-dilution rights [ ] [X] Other special rights or preferences (specify): Explain any yes answer. The securities being offered are Preferred Series “A” shares which have a fixed annual dividend return of 5.00% of the original offering price, paid annually, which is cumulative but may be deferred for up to 24 months. Additionally, the securities participate in dividends issued to common shares at a rate of 4-to-1 (400%). The securities have a preference to common shares upon liquidation. All such terms of the Preferred Series “A” shares are set forth in the Preferred Stock Designation attached hereto. 51. Are there any restrictions on dividends or other distributions? [ ] Yes [X] No If yes, describe. 52. Are the securities convertible? [ ] Yes [X] No If yes, state conversion price or formula. Date when conversion becomes effective: ___/___/___ Date when conversion expires: ___/___/___ 53. Describe any resale restrictions on the securities and when the restrictions will terminate. No disposition of the shares may be made unless (1) the transaction occurs pursuant to an effective registration statement filed under state securities laws or (2) the transaction is exempt from securities registration requirements.


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A maximum of 10 shares of stock will be sold to any particular purchaser, in order to maximize the reach of this offering and enable more individuals to participate. PREFERRED STOCK If the securities being offered are Preference or Preferred stock: N/A 54. Are unpaid dividends cumulative? [X] Yes [ ] No 55. (a) Are the securities callable? [X ] Yes [ ] No If yes, describe. The greater of 6 times EBITDA or $598.00, as more specifically set forth in the Preferred Stock Designation attached hereto. 55. (b) Are the securities redeemable? [ ] Yes [X ] No If yes, describe, including redemption prices. DEBT SECURITIES If the securities being offered are notes or other types of debt securities: N/A 56. What is the interest rate on the debt securities? ________% If the interest rate is variable or there are multiple interest rates, describe. 57. What is the maturity date? ___/___/___ If the securities will have serial maturity dates, describe. 58. Is there a sinking fund? [ ] Yes [ ] No If yes, describe. 59. Is there a trust indenture? [ ] Yes [ ] No If yes, state the name, address, and telephone number of Trustee. 60. (a) Are the securities callable? [ ] Yes [ ] No If yes, describe. 60. (b) Are the securities redeemable? [ ] Yes [ ] No If yes, describe, including redemption prices. 61. Are the securities secured by real or personal property? [ ] Yes [ ] No If yes, describe. 62. (a) Are the securities subordinate in right of payment of principal or interest? [ ] Yes [ ] No If yes, explain the terms of the subordination.


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62. (b) How much currently outstanding indebtedness of the Company is senior to the securities in right of payment of interest or principal? $ 63. How much currently outstanding indebtedness ranks equally with the securities in right of payment? $ 64. How much currently outstanding indebtedness is junior (subordinated) to the securities? $ RATIO OF EARNINGS TO FIXED CHARGES 65. (a) If the Company had earnings during its last fiscal year, show the ratio of earnings to fixed charges on an actual and pro forma basis for that fiscal year. Actual Last Fiscal Interim Pro Forma Year Period Minimum Maximum "Earnings" = "Fixed Charges" N/A 65. (b) If no earnings, show "Fixed Charges" only N/A NOTE: See the Financial Statements and especially the Statement of Cash Flows. Exercise care in interpreting the significance of the ratio of earnings to fixed charges as a measure of the "coverage" of debt service. The existence of earnings does not necessarily mean that the Company will have cash available at any given time to pay its obligations. See Items 41 - 48. Prospective purchasers should not rely on this ratio as a guarantee that they will receive the stated return or the repayment of their principal.

HOW THESE SECURITIES WILL BE OFFERED AND SOLD

COMPANY SALESPERSONS 66. Provide the following information for each Officer, Director, or Company employee who intends to offer or sell the securities: 66. (a) Name: Scott Fouser


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Title: President Address: 8630 SW Scholls Ferry Road, Ste. #325, Beaverton, OR 97008 Telephone Number: 855-MY-GRUNT

(b) Name: Troy McElhenny Title: Vice President Address: 8630 SW Scholls Ferry Road, Ste. #325, Beaverton, OR 97008 Telephone Number: 855-MY-GRUNT

67. Describe any compensation that the Company will pay each person in addition to his or her customary salary and compensation. None OTHER SALESPERSONS AND FINDERS 68. Provide the following information for each salesperson who is not an Officer, Director, or employee of the Company: None 68. (a) Name:

Company: Address: Telephone Number:

69. Provide the following information for each person who is a finder: 69. (a) Name:

Company: Address: Telephone Number:

70. Describe all compensation that the Company will pay to each person identified in Items 68 and 69.


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71. Describe any material relationships between these sales persons or finders and the Company or its management. PURCHASER LIMITATIONS 72. (a) Is the offering limited to certain purchasers? [X] Yes [ ] No 72. (b) Is the offering subject to any other purchaser limitations? [X ] Yes [] No 72. (c) If the answer to either 72(a) or 72(b) is yes, describe the limitation. Limited to residents of Oregon. A maximum of 10 shares will be sold to any particular purchaser. IMPOUND OF OFFERING PROCEEDS 73. (a) Will the Company impound the proceeds of the offering until it raises the minimum offering proceeds? [ ] Yes [X] No 73. (b) If yes, what is the minimum amount of proceeds that the Company must raise and place in an impound account before the Company can receive and use the proceeds? $ 73. (c) If the answer to Item 73(a) is “yes,” state the date on which the offering will end if the Company has not raised the minimum offering proceeds. date 74. (a) Does the Company reserve the right to extend the impound period? [ ] Yes [ ] No 74. (b) If yes, describe the circumstances under which the Company might extend the impound period. 75. State the name, address, and telephone number of the bank or other similar depository institution acting as impound agent. 76. If the offering proceeds are returned to investors at the end of the impound period, will the Company pay any interest earned during the impound period to investors? [ ] Yes [ ] No


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MANAGEMENT

OFFICERS AND KEY PERSONS OF THE COMPANY 77. Provide the following information for each Officer and key person. The term “key person” means a person, other than the chief executive officer, chief operating officer, and chief financial officer, who makes a significant contribution to the business of the Company. Identify who performs the functions of Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. 77. (a) Name: Scott Fouser Age: 46 Title: President Office Street Address: 7460 SW Hunziker St., Ste. C, Tigard, OR 97223 Telephone Number: 855-MY-GRUNT Names of employers, titles, and dates of positions held during past five years, with an indication of job responsibilities.

Principal, RealNet Investments LLC - Prior to founding GruntWorks, Inc., Fouser founded RealNet Investments, a real estate investment company that owned and operated properties across the US. In 2007, Inc. Magazine regarded RealNet as number 298 of the country’s 500 fastest growing privately held companies and as number 82 in 2008. He has significant experience in identifying early stage opportunities, creating products and services to meet emerging demands, and building rapidly expanding businesses. Other ventures include electronic tax filing, mobile marketing, and corporate health and wellness. He served as the Membership Chair for the Oregon Evergreen Chapter of the Young President’s Organization (YPO) and serves on the Board for the Portland Rose Festival Foundation.

Education (degrees, schools, and dates):

Fouser graduated from Pepperdine University with a Bachelor of Science degree in Business Administration and Marketing in 1988.

Also a Director of the Company [X] Yes [ ] No Indicate amount of time to be spent on Company matters if less than full time: 25% Name: Troy McElhenny Age: 53


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Title: Vice President Office Street Address: 7460 SW Hunziker St., Ste. C, Tigard, OR 97223 Telephone Number: 855-MY-GRUNT Names of employers, titles, and dates of positions held during past five years, with an indication of job responsibilities.

McElhenny has more than 27 years of direct sales experience in the products and services industries. During his career, he has held the position of director of sales for Homedics Group (Sharper Image), Oregon Scientific, and Norelco. He has also served as director of global sales and marketing for Trek-Technologies and director of national sales for Remington Products Company. In each case, the distribution channels and the sales volume experienced significant growth under his leadership. Additionally, McElhenny has significant hands on experience in the home improvement industry and franchising.

Education (degrees, schools, and dates):

McElhenny received his Bachelor of Arts degree from Millersville University of Pennsylvania in 1983 and has completed the Philips Select and Advanced Management Programs.

Also a Director of the Company [] Yes [X ] No Indicate amount of time to be spent on Company matters if less than full time: N/A DIRECTORS OF THE COMPANY 78. (a) Number of Directors: 1 78. (b) Are Directors elected annually? [X] Yes [ ] No If no, explain. 78. (c) Are Directors elected under a voting trust or other arrangement? [ ] Yes [X] No If yes, explain. 79. Provide the following information for each Director not described in Item 77: 79. (a) Name: Age: Office Street Address: Telephone Number:


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Names of employers, titles, and dates of positions held during past five years, with an indication of job responsibilities. Education (degrees, schools, and dates): CONSULTANTS 80. (a) Are all key persons employees of the Company? [X] Yes [ ] No 80. (b) If no, state the details of each contract or engagement. ARRANGEMENTS WITH OFFICERS, DIRECTORS, AND KEY PERSONS 81. Describe any arrangements to ensure that Officers, Directors, and key persons will remain with the Company and not compete with the Company if they leave. None 82. (a) Describe the impact on the Company if it loses the services of any Officer, Director, or key person due to death or disability.

If Scott Fouser were unable to continue, Troy McElhenny would assume the role of President and a successor would be found to replace Mr. McElhenny.

82. (b) Has the Company purchased key person life insurance on any Officer, Director, or key person? [ ] Yes [X] No 82. (c) Has the Company made any arrangements to replace any Officer, Director, or key person it loses due to death or disability? [ ] Yes [X] No 82. (d) If the answer to either Item 82(b) or 82(c) is “yes,” describe. COMPENSATION 83. List all compensation that the Company paid to its Officers, Directors, and key persons for the last fiscal year: Cash Other Chief Executive Officer $0 $0 Chief Operating Officer Chief Financial Officer Key Persons:


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Total: $ 0 $ 0 Officers as a group (number of persons ___) $ $ Directors as a group (number of persons ___) $ $ Key Persons as a group (number of persons ___) $ $ 84. (a) Has compensation been unpaid in prior years? [ ] Yes [X] No 84. (b) Does the Company owe any Officer, Director, or employee any compensation for prior years? [ ] Yes [X] No 84. (c) Explain any “yes” answer to Item 84(a) or 84(b). 85. Is compensation expected to change within the next year? [X] Yes [] No If yes, explain. The Company’s officers, directors, and key persons will be compensated as follows: Scott Fouser – President – no compensation Troy McElhenny – Vice President - $2,000/month plus 15% commission John Reinhart – Personal Home Assistant - $2,000/month plus 15% commissions Commissions are calculated based upon gross profits (revenues less cost of services sold) after deduction of monthly base compensation. 86. (a) Does the Company have any employment agreements with Officers, Directors, or key persons? [] Yes [X ] No If yes, describe. 86. (b) Does the Company plan to enter into any employment agreements with Officers, Directors, or key persons? [X] Yes [X ] No If yes, describe.

Employment agreements providing for employment at will with the compensation described in question 85 above.

PRIOR EXPERIENCE


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87. Has any Officer or Director worked for or managed a company (including a separate subsidiary or division of a larger enterprise) in the same type of business as the Company? [X] Yes [ ] No If yes, explain in detail, including relevant dates.

Scott Fouser and Troy McElhenny have been involved in the formation and operation of GruntWorks, Inc. since 2011. GruntWorks, Inc. operated the Portland, Oregon metropolitan market for approximately 2 years prior to transfer of the territory to the Company.

88. (a) If the Company has never conducted operations or is otherwise in the development stage, has any Officer or Director managed another company in the start-up or development stage? [X] Yes [ ] No 88. (b) If yes, explain in detail, including relevant dates.

See the answer to question 87 above. In addition, prior to founding GruntWorks, Inc., Fouser founded RealNet Investments, a real estate investment company that owned and operated properties across the US. In 2007, Inc. Magazine regarded RealNet as number 298 of the country’s 500 fastest growing privately held companies and as number 82 in 2008. He has significant experience in identifying early stage opportunities, creating products and services to meet emerging demands, and building rapidly expanding businesses. Other ventures include electronic tax filing, mobile marketing, and corporate health and wellness.

CERTAIN LEGAL PROCEEDINGS Insolvency 89. Has a petition for bankruptcy, receivership, or a similar insolvency proceeding been filed by or against any Officer, Director, or key person within the past five years, or any longer period if material? [X] Yes [] No 90. Was any Officer, Director, or key person an executive officer, a director, or in a similar management position for any business entity that was the subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years, or any longer period if material? [X] Yes [ ] No 91. Explain in detail any “yes” answer to Item 89 or 90.

Scott Fouser was discharged from a chapter 7 bankruptcy in 2011. The filing came about after a collapse in values associated with the commercial real estate acquired over a seven-year period. Liabilities far exceeded assets and there was no foreseeable solution to pay the outstanding debt.


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Criminal Proceedings 92. (a) Has any Officer, Director, or key person been convicted in a criminal proceeding, excluding traffic violations or other minor offenses? [ ] Yes [X] No 92. (b) Is any Officer, Director, or key person named as the subject of a pending criminal proceeding, excluding traffic violations or other minor offenses? [ ] Yes [X] No 92. (c) Explain in detail any “yes” answer to Item 92(a) or 92(b). Civil Proceedings 93. (a) Has any Officer, Director, or key person been the subject of a court order, judgment or decree in the last five years related to his or her involvement in any type of business, securities, or banking activity? [X ] Yes [] No 93. (b) Is any Officer, Director, or key person the subject of a pending civil or action related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 93. (c) Has any civil action been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 93. (d) Explain in detail any “yes” answer to Item 93(a), 93(b), or 93(c). Scott Fouser was a defendant in the following civil matters within the last five years: State of Oregon, Multnomah County Circuit Court Case No. 0909-13283, Lincoln Center, LLC v RealNet Investments, LLC et al, in which Scott Fouser was guarantor on the defendant’s office lease, and a judgment was entered against him accordingly, which was later discharged in the bankruptcy described in item 91. State of Oregon, Multnomah County Circuit Court Case No. 1009-13862, Daniel E. Casey MD v RealNet Investments, LLC et al, in which Scott Fouser was included as a defendant in a matter arising from a dispute between a former principal of RealNet Investments, LLC and the former principal’s lender, and a judgment was entered against him for court costs and attorney fees, which was later discharged in the bankruptcy described in item 91. State of Indiana, County of Hamilton Case No. 29C01-1008-MF-2032, MLCFC 2006-4 Carmel Court, LLC v. Scott Fouser and RN Carmel Court Acquisitions LLC et al, which was a foreclosure of a commercial property for which Scott Fouser was guarantor for certain aspects of the loan, and in which a default judgment of foreclosure entered without a money judgment against Scott Fouser. Administrative Proceedings


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94. (a) Has any government agency, administrative agency, or administrative court imposed an administrative finding, order, decree, or sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 94. (b) Is any Officer, Director, or key person the subject of a pending administrative proceeding related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 94. (c) Has any administrative proceeding been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 94. (d) Explain in detail any “yes” answer to Item 94(a), 94(b), or 94(c). Self-Regulatory Proceedings 95. (a) Has a self-regulatory agency imposed a sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 95. (b) Is any Officer, Director, or key person the subject of a pending self-regulatory organization proceeding related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 95. (c) Has any self-regulatory organization proceeding been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [X] No 95. (d) Explain in detail any “yes” answer to Item 95(a), 95(b), or 95(c). NOTE: After reviewing the background of the Company's Officers, Directors and key persons, potential investors should consider whether or not these persons have adequate background and experience to develop and operate this Company and to make it successful. In this regard, the experience and ability of management are often considered the most significant factors in the success of a business.

OUTSTANDING SECURITIES GENERAL


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96. Describe all outstanding securities.

1000 shares of common voting stock are held by GruntWorks, Inc. 97. Describe any resale restrictions on outstanding securities and when those restrictions will terminate, if this can be determined. None 98. Describe any anti-dilution rights of outstanding securities. None DIVIDENDS, DISTRIBUTIONS, AND REDEMPTIONS 99. (a) Has the Company paid any dividends on its stock, made any distributions of its stock, or redeemed any securities within the last five years? [ ] Yes [X] No If yes, describe each transaction. 99. (b) Does the Company have any plans or commitments to pay dividends on its stock, make distributions of its stock, or redeem its outstanding securities in the future? [ ] Yes [X] No If yes, explain. OPTIONS AND WARRANTS 100. (a) State the number of shares subject to issuance under outstanding stock purchase agreements, stock options, warrants or rights. ______0_______ shares 100. (b) The shares identified in Item 100(a) are ____% of the total shares to be outstanding after the minimum offering. 100. (c) The shares identified in Item 100(a) are ____% of the total shares to be outstanding after the maximum offering. 101. In a table, describe these stock purchase agreements, stock options, warrants, and rights. State the basic terms of these securities, including the expiration dates, the exercise prices, who holds them, whether they are qualified or non qualified for tax purposes, and whether they have been approved by stockholders. None


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102. State the number of shares reserved for issuance under existing stock purchase or option plans but not yet subject to outstanding purchase agreements, options, or warrants. ______________ shares 103. Does the Company have any plans or commitments to issue or offer options in the future? [ ] Yes [X] No If yes, explain. SALES OF SECURITIES 104. (a) Has the Company sold or issued securities during the last 12 months? [] Yes [X] No 104. (b) If yes, in a table, provide the following information for each transaction: the date of the transaction; the amount and type of securities sold or issued; the number of purchasers to whom the securities were sold or issued; any relationship of the purchasers to the Company at the time of sale or issuance; the price at which the securities were sold or issued; and a concise description of any non-cash consideration.

PRINCIPAL STOCKHOLDERS

105. In the following table, provide the name and office street address of each person who beneficially owns at least 10% of the common or preferred stock of the Company. Average No. of Shares Price No. of Held After Per Shares % of Offering if % of Class of Shares Share Now Held Total All Securities Sold Total GruntWorks, Inc. Voting $100 1000 100% 1000 100% Common The shareholders of GruntWorks, Inc. are as follows: Scott Fouser: - 100% common stock John Sheldon and Stephanie Arnheim - 10,000 shares preferred series A IRA Services Trust Company CFBO Stephanie Arnheim IRA - 40,000 shares preferred series A 106. Number of shares beneficially owned by all Officers and Directors as a group:


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106. (a) Before offering: ______0_______ shares (___0__% of total outstanding) 106. (b) After offering: Assuming minimum securities sold:__0___ shares (___0___% of total outstanding) 106. (c) After offering: Assuming maximum securities sold: ___0__ shares (__0____% of total outstanding) NOTE: These calculations assume that all outstanding options have been exercised and all convertible securities have been converted.

MANAGEMENT RELATIONSHIPS AND TRANSACTIONS

FAMILY RELATIONSHIPS 107. Is there a family relationship between any Officer, Director, key person, or principal stockholder? [ ] Yes [X] No If yes, describe. MANAGEMENT TRANSACTIONS 108. (a) Will the Company use any offering proceeds to acquire assets from any Officer, Director, key person, or principal stockholder? [X] Yes [ ] No 108. (b) Will the Company use any offering proceeds to acquire assets from an associate of any Officer, Director, key person, or principal stockholder? [ ] Yes [X] No 108. (c) If the answer to Item 108(a) or (b) is “yes,” provide detailed information about each transaction. Include the name of the person, the cost to the Company, the method used to determine the cost, and any profit to the seller.

The Company will pay 40% of proceeds raised from this offering, up to $119,600, to GruntWorks, Inc., its principal stockholder at formation, for an exclusive territory, intellectual property license, technology, and marketing support, as well as transfer of the Portland metropolitan area GruntWorks business. This license agreement is attached hereto as Exhibit “A”.

109. (a) Will the Company use any offering proceeds to reimburse any Officer, Director, key person, or principal stockholder for services already rendered, assets previously transferred, or moneys loaned or advanced, or otherwise? [ ] Yes [X] No


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109. (b) If yes, provide detailed information about each transaction. Include the name of the person, the cost to the Company, the method used to determine the cost, and any profit to the person. 110. (a) Has the Company made loans to any Officer, Director, key person, or principal stockholder within the last two years? [ ] Yes [X] No 110. (b) Does the Company plan to make loans to its Officers, Directors, key persons, or principal stockholders in the future? [ ] Yes [X] No If yes, describe any policies the Company has adopted to deal with the conflicts of interest in these transactions: 111. (a) Has the Company done business with any Officer, Director, key person, or principal stockholder within the last two years? [ ] Yes [X] No 111. (b) Is the Company currently doing business with any Officer, Director, key person, or principal stockholder? [ ] Yes [X] No 111. (c) Does the Company plan to do business with its Officers, Directors, key persons, or principal stockholders in the future? [X] Yes [ ] No If yes, describe any policies the Company has adopted to deal with the conflicts of interest in these transactions:

None. The terms of the agreement are defined in the License Agreement attached as Exhibit “A.”

112. Explain any “yes” answers to Items 110(a), 111(a), or 111(b). State the principal terms of any significant loans, agreements, leases, financing, or other arrangements. See answer to question 108(c). 113. (a) Has any Officer, Director, key person, or principal stockholder guaranteed or co-signed the Company's bank debt or other obligations? [ ] Yes [X] No 113. (b) If yes, explain the terms of each transaction and describe the Company’s plans for repayment.

LITIGATION

114. Describe any recent or pending litigation or administrative action which has had or may have a material effect upon the Company's business, financial condition, or operations. State the names of the principal parties, the nature and current status of the matters, and the amounts involved.


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None 115. Describe any threatened litigation or administrative action that may have a material effect upon the Company's business, financial condition, or operations. State the names of the principal parties, and the nature and current status of the matters. None

TAX ASPECTS

116. Describe any material tax consequences to investors in this offering. None


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OTHER MATERIAL FACTORS

117. Describe any other material factors, either adverse or favorable, that will or could affect the Company or its business or which are necessary to make any other information in this Disclosure Document not misleading or incomplete. None

ADDITIONAL INFORMATION

118. (a) Describe the types of information that the Company will provide to security holders in the future.

The Company will provide investors with an annual report that includes financial statements for the preceding fiscal year which have been prepared in accordance with generally accepted accounting principles. Additionally, the Company will maintain an investor relations webpage where important financial information, press releases, and updates to significant events and changes will be posted.

118. (b) Describe the schedule for providing this information.

Annual reports with financial statements will be made available annually by March 15 of each year. Notice of other significant developments will be provided when they occur.

118. (c) Attach the Company’s financial statements to the Disclosure Document. None.


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LIST OF EXHIBITS Page

........................................................................................................................................................... Exhibit A: ...................................................................... License Agreement with Gruntworks, Inc. ........................................................................................................................................................... Exhibit B: ............................................................................................ Preferred Stock Designation ........................................................................................................................................................... Exhibit C: .................................. Compiled (unaudited) Financial Statements for GruntWorks, Inc. ........................................................................................................................................................... ........................................................................................................................................................... ...........................................................................................................................................................

1 – LICENSE AGREEMENT

LICENSE AGREEMENT

This License Agreement (“Agreement”) is between GruntWorks, Inc., an Oregon corporation (“Licensor”) and GruntWorks Portland, Inc., an Oregon corporation (“Licensee”).

SECTION 1 RECITALS

WHEREAS Licensor has developed a business model and marketing for a general contractor business specializing in concierge residential and commercial repairs, improvements, and remodels, utilizing experienced individuals identified as Personal Home Assistants along with technology tools to provide a high level of customer service on even small projects (the “GruntWorks Business Model”); and

WHEREAS Licensor has been operating a business using the GruntWorks Business Model in the Portland, Oregon metropolitan area since 2011 (the “Business”); and

WHEREAS Licensor desires to transfer the Business and license the GruntWorks Business Model to Licensee on the terms and conditions set forth herein.

SECTION 2 ASSIGNMENT AND ASSUMPTION OF BUSINESS

2.1 Assignment. Licensor hereby assigns to Licensee the Business, in particular:

(a) The customer and service provider lists and all related information;

(b) Consent to enter into employment agreements with Scott Fouser, Troy McElhenny, and John Reinhart.

2.2 Office Sharing. Licensor is the tenant at 7460 SW Hunziker St., Ste. C, Tigard, Oregon 97223, and maintains office furniture and equipment (including computer and phone equipment) at the premises for the operation of the Business. The parties agree that, for a monthly fee of $500, Licensor shall share the premises and all contents therein and all services and utilities provided hereto with Licensee during the term of this Agreement for the operation of the Business.

SECTION 3 GRANT OF LICENSE

3.1 Grant. Licensor hereby grants Licensee a limited license to use the GruntWorks Business Model in connection with the operation of the Business. The GruntWorks Business Model includes:

(a) The right to use the Marks identified in Exhibit A in connection with the operation of the Business; and

(b) The business models, systems, software, financial models, forms, spreadsheets, and other proprietary information and trade secrets developed now or in the future by Licensor for operation of the Business.

3.2 Operation. Licensee shall operate the Business consistent with the policies and procedures set forth by Licensor from time to time (the “Policies and Procedures”).


3.3 Protected Territory.

(a) “Protected Territory” for purposes of this Agreement shall mean Multnomah, Clackamas, and Washington counties within the State of Oregon.

(b) During the term of this Agreement, Licensor will not operate, or license to others except Licensee, the ability to use the GruntWorks Business Model or the Marks in the Protected Territory.

3.4 Leads. Licensor shall forward all leads (customer, service provider, or otherwise) related to the Protected Territory to the Licensee.

SECTION 4 FEES

4.1 Fees. As partial consideration for the rights granted by Licensor, Licensee will pay Licensor the following fees (collectively, the “Fees”):

(a) An initial fee of 40% of the Licensee’s stock offering, up to $119,600, payable as stock is sold (the “Initial Fee”);

(b) Upon reaching $1,000,000 in Gross Sales, or $125,000 in Gross Sales in any single calendar month, the Licensee shall pay a monthly fee equal to 6% of Gross Sales to Licensor for the continuing right to use the Marks (the “License Fee”) and a monthly fee equal to 2% of Gross Sales as Licensee’s contribution to the Marketing Fund (the “Marketing Fund Fee.”)

4.2 No Fees Refundable. Licensee agrees that the Fees are not refundable in whole or part under any circumstances and have been fully earned by Licensor by the grant of the license contained herein.

4.3 Payment of Fees. Licensee agrees to pay the License Fee and Marketing Fund Fee by the 15th day of each month.

4.4 Sales Reports. Licensee shall provide written sales reports to Licensor on a weekly basis as required by Licensor so that Licensor may maintain current information regarding sales information.

4.5 Late Payments. Fees which are not paid when due will bear interest from and after their respective due dates at the rate of eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less.

4.6 Gross Sales. The term “Gross Sales” shall mean the total of all cash or other form of payment received by Licensee by the sale of all products or services, but shall not include sales taxes collected and paid out.

SECTION 5 MARKETING AND ADVERTISING

5.1 Marketing, Promotion, and Advertising Programs. Recognizing the value of marketing, advertising and promotions to enhance the goodwill and public image of the GruntWorks brand, the parties agree that Licensor will develop marketing, promotion and advertising programs designed to promote and enhance the collective success of all businesses utilizing


the GruntWorks Business Model. It is expressly agreed that in all respects of such marketing, promotion and advertising (such as type, quantity, timing, placement and choice of media, market areas and advertising agencies), the decisions of Licensor made in good faith will be final and binding. In regards to all advertising and sales promotion programs, both parties agree to cooperate with each other and refrain from any action which the other party may deem to be harmful to its image.

5.2 Local or Regional Advertising. Licensee agrees to spend on a quarterly basis a minimum dollar amount equal to one percent (1%) of its Gross Sales in conducting direct advertising and sales promotion programs. All such programs must be approved in advance by Licensor in writing, and such expenditures will not include any overhead related to marketing or advertising. Licensor may require Licensee to provide proof of all such marketing, promotion and advertising expenditures.

5.3 Marketing Fund.

(a) Licensor has established and maintains a Marketing Fund, and Licensee agrees that its purpose is to maximize the general public recognition and acceptance of the GruntWorks brand. Monies from the Marketing Fund must be used to pay for marketing, promotion and advertising program development, such as, but not limited to, costs and expenses related to the employment of advertising agencies, payment of talent and residuals, research and development, design and development of trademarks and logos, creation of materials, promotions, public relations, market research and clearance of marketing, advertising and promotional programs.

(b) Licensor will deposit all Marketing Fund Fees in a separate account which is not considered an asset of Licensor. All monies in the Marketing Fund, including any interest or other income earned from the investment of such monies, must be spent and disbursed only in accordance with this Agreement and the Marketing Fund Policy provided for below.

(c) Licensor agrees to cause an annual accounting of the Marketing Fund and to make the results of such accounting available to Licensee upon request. If such accounting is made by an independent accounting firm, the expenses thereof shall be paid from the marketing fund.

5.4 Marketing Fund Policy. Licensor may develop and modify from time to time as necessary a Marketing Fund Policy which will include procedures and guidelines for disbursements and expenditures from the Marketing Fund and other administrative procedures as Licensor may deem necessary or appropriate.

5.5 Approval of Advertising.

(a) All advertising copy and other materials used by Licensee must be in strict compliance with the requirements contained in the Policies and Procedures and otherwise set forth by Licensor.

(b) If Licensee wishes to use other or modified materials, Licensee must submit to Licensor, in each instance and at least fifteen (15) business days prior to first use, the proposed advertising copy and materials for approval in advance of publication.


Licensee may use only advertising materials which have been approved in writing by licensor.

5.6 Marketing Materials. Licensor may develop and update certain marketing tools or materials for the Business, and may require that Licensee purchase the same. Licensor shall charge Licensee for the cost thereof (with such cost including a reasonable allocation for overhead), and Licensee shall pay such costs on demand.

SECTION 6 ACCOUNTING AND RECORD KEEPING

6.1 Records. Licensee will maintain and preserve for a minimum of three (3) years from the date of preparation full, complete and accurate books, records and accounts in accordance with generally accepted accounting principles.

6.2 Financial Statements. Licensee shall provide Licensor with profit and loss statements and balance sheets not later than thirty (30) days after the end of each calendar quarter.

6.3 Taxes. Licensee shall provide Licensor with Licensee’s tax returns not later than thirty (30) days after such tax returns are due.

SECTION 7 AUDITS AND INSPECTIONS

7.1 Audit Rights. Licensee agrees that Licensor will at all times have the following audit rights:

(a) Representatives of Licensor may on a reasonable basis review, inspect and copy any and all accounting records and other such documents as may be reasonably necessary to audit Licensee for compliance with this Agreement.

(b) If any such inspection or audit reveals that the Gross Sales reported in any report or statement are less than the actual Gross Sales calculated during such inspection, then Licensee will immediately pay Licensor the additional amount of fees owing by reason of the understatement of Gross Sales previously reported, together with interest as provided in Section 4.5. In the event that any report or statement by Licensee understated gross sales by more than 3% of the actual Gross Sales calculated during Licensor’s inspection, Licensee will, in addition to paying for the additional fees, pay and reimburse Licensor for any and all expenses incurred in connection with its inspection, including, but not limited to, reasonable accounting and legal fees, together with interest if such fees are not timely reimbursed. Such payments will be without prejudice to any other rights or remedies Licensor may have under this Agreement or otherwise.

7.2 Inspection. Licensor will have the right at any time and from time to time without notice to have its representatives enter Licensee’s premises for the purpose of inspecting its operations for compliance with Licensor’s requirements contained in this Agreement.

SECTION 8 INDEMNIFICATION

8.1 Indemnification by Licensee. Licensee will indemnify Licensor, its subsidiaries and other affiliates and its or their officers, directors, employees, agents, affiliates, successors and assigns from and against (i) any and all claims based upon, arising out of or in any way related to the operation of the Business, and (ii) any and all fees (including reasonable


attorney’s fees), costs and other expenses incurred by or on behalf of Licensor in the investigation of or defense against any and all such claims.

8.2 Indemnification by Licensor. Licensee will indemnify Licensor, its subsidiaries and other affiliates and its or their officers, directors, employees, agents, affiliates, successors and assigns from and against (i) any and all claims based upon, arising out of or in any way related to Licensor’s marketing activities, and (ii) any and all fees (including reasonable attorney’s fees), costs and other expenses incurred by or on behalf of Licensor in the investigation of or defense against any and all such claims.

SECTION 9 INSURANCE

9.1 Insurance. Licensee agrees to maintain at all times adequate insurance regarding the operation of the Business. Licensee will take such action as is necessary to cause Licensor to be named as additional insured in all liability policies covering the Licensee so that Licensor will at all times be protected against any and all loss, liability or occurrence, arising out of in in connection to the Business. In all events the insurance policy or policies will include (a) comprehensive general liability insurance, and (b) workers compensation. Licensee’s obligation to maintain such insurance will not be limited in any way by reason of any insurance maintained by Licensor.

9.2 Certificates. Upon obtaining the insurance required by this Agreement and on each policy renewal date thereafter, Licensee will deliver to Licensor for its approval certificates of insurance showing compliance with the requirements of this Section 9. Such certificates must state that the policy or policies will not be cancelled or altered without at least thirty (30) days prior written notice to Licensor. Maintenance of such insurance and the performance by Licensee of its obligations under this Section 9 will not relieve Licensee under the indemnity provisions of this Agreement or limit such liability.

SECTION 10 COVENANTS

10.1 Debts and Taxes. Licensee will promptly pay when due all debts and other obligations incurred directly or indirectly in connection with the Business, including, without limitation, all taxes and assessments that may be assessed against the Licensee, and all undisputed liens and encumbrances of every kind and character incurred by or on behalf of Licensee. Licensee may contest any such debt or obligation in good faith so long as such contest will not result in interruption to the Business.

10.2 Compliance with Laws. Licensee will at its own cost and expense promptly comply with all laws, ordinances, orders, rules, regulations and requirements of all federal, state, and municipal governments and appropriate departments, commissions, boards and offices thereof.

SECTION 11 TRADEMARKS

11.1 Ownership. Licensee agrees that Licensor has the sole and exclusive right (except for rights granted under existing and future license agreements) to use the Marks in connection with the products and services to which they are or may be applied by Licensor. Licensee represents, warrants and agrees that neither during the term of this Agreement nor after its expiration or other termination with Licensee directly or indirectly contest or aid in contesting the validity,


ownership or use of the Marks by Licensor or take any action whatsoever in derogation of the rights claimed therein by Licensor.

11.2 Goodwill. Nothing contained in this Agreement will be construed to vest in Licensee any right, title or interest in or to the Marks, the goodwill now or hereafter associated therewith or any right in the design of any of the Marks, other than the rights and license expressly granted herein during the term hereof. Any and all goodwill associated with or identified by the Marks will inure directly and exclusively to the benefit of Licensor, including without limitation any goodwill resulting from operation and promotion of the Business.

11.3 Use of the Marks. Licensee will not use the Marks in connection with any statement or material which may, in the judgment of Licensor, be in bad taste or inconsistent with Licensor’s public image, or tend to bring disparagement, ridicule or scorn upon Licensor, the Marks or the goodwill associated therewith.

11.4 Changes in Marks; Protection. Licensor will have the right at any time and from time to time upon notice to Licensee to make additions to, deletions from, and changes in the Marks, or any of them, all of which additions, deletions and changes will be as effective as if they were incorporated in this Agreement. All such additions, deletions and changes will be made in good faith, on a reasonable basis and with a view towards the overall best interest of the Business. Licensor will protect and preserve the integrity and validity of the Marks by taking the actions deemed by Licensor in its discretion to be appropriate in the event of any apparent infringement on the Marks.

11.5 Infringements. Licensee will notify Licensor promptly of any claims or charges of trademark infringement against Licensee, as well as any information Licensee may have of any suspected infringement of the Marks. Licensee will take no action with regard to such matters without the prior written approval of Licensor and will cooperate in a manner expressly approved by Licensor.

SECTION 12 TRANSFER

12.1 Personal Contracts. Licensee agrees that a material part of the consideration for Licensor entering into this Agreement is the personal confidence reposed in Licensee and its management. No person will succeed to any of the rights of Licensee under this Agreement by virtue of any voluntary or involuntary proceeding in bankruptcy, receivership, attachment, execution, assignment for the benefit of creditors, or other legal process or transfer not expressly authorized by Licensor.

12.2 Material Breach. Any attempt by Licensee to transfer any of its rights or interest under this Agreement will constitute a material breach of this Agreement, and in such event Licensor will have the right to terminate this Agreement upon written notice to Licensee. Licensor will not be bound by any attempted transfer in any manner whatsoever, by law or otherwise, of any of Licensee’s rights or interest under this Agreement.

SECTION 13 TERM AND TERMINATION

13.1 Termination.


(a) Licensor will have the right to terminate this Agreement immediately upon written notice to Licensee if a petition in bankruptcy, an arrangement for the benefit of creditors or a petition for reorganization is filed by or against Licensee.

(b) In the event of any material failure by Licensee to make its payment obligations hereunder, Licensor may terminate this Agreement following ten (10) days written notice to Licensee unless such delinquency has been cured within such ten day period.

(c) Licensor may terminate the right of Licensee to operate under this Agreement in the event of any substantial non-monetary default of this Agreement. Licensee will have the right to cure such default during the period ending thirty (30) days after receipt from Licensor or its authorized representative of a written notice of default, except that if such default cannot by its nature reasonably be cured within such thirty-day period, and so long as Licensee is diligently taking all action reasonably necessary to effect such cure, the cure period will be extended to a reasonable amount of time to effect such cure. If such default has not been cured by the end of the applicable cure period, this Agreement will automatically terminate.

(d) In no event may Licensee terminate this Agreement.

13.2 Requirements Upon Termination. Upon the expiration, termination or cancellation for whatever reason, Licensee must:

(a) Immediately discontinue use of the Marks;

(b) Return to Licensor all copies of marketing materials; and

(c) Not thereafter use any identifying characteristic that is in any way associated with the Marks or the Business.

SECTION 14 CONFIDENTIALITY

14.1 Confidential Information. “Confidential Information” means information related to the Business and the Marks.

14.2 Use Restrictions and Nondisclosure Obligations. Licensee shall not use Confidential Information for any purpose without the Licensor’s specific prior written authorization, except that Licensee may use Confidential Information to operate the Business. Licensee will not disclose Confidential Information to any person without Licensor’s specific prior written authorization, except that Licensee may disclose Confidential Information on a need-to-know basis, to representatives of Licensee who are informed by Licensee of the confidential nature of the Confidential Information and the obligations of Licensee under this Agreement.

14.3 Notification and Assistance Obligations. Licensee will promptly notify the Licensor of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and assist the Licensor in every reasonable way to retrieve any Confidential Information that was used or disclosed by Licensee or a representative of Licensee without the Licensor’s specific prior written authorization and to mitigate the harm caused by the unauthorized use or disclosure.


14.4 Return of Confidential Information. Upon the Licensor’s request or the termination of this Agreement, Licensee will promptly return to Licensor all materials furnished by Licensor containing Confidential Information, together with all copies and summaries of Confidential Information in the possession or under the control of the Licensee.

SECTION 15 GENERAL

15.1 Binding Effect. This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

15.2 Further Assurances. The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

15.3 Attachments. Any exhibits, schedules, and other attachments referenced in this Agreement are part of this Agreement.

15.4 Governing Law. This Agreement is governed by the laws of the State of Oregon, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement.

15.5 Venue. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Multnomah County, Oregon. Each party consents and submits to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon.

15.6 Attorney’s Fees. If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements specified in ORCP 68 A(2), incurred in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

15.7 Entire Agreement. This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.

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1 – EXHIBIT A: MARKS

EXHIBIT A

MARKS

Federal Trademark Registration No. 4,079,828 for the mark “GruntWorks”, and all associated marks, logos, phone numbers, e-mail addresses, websites, business methods and models, and marketing materials.

1 – PREFERRED SHARES DESIGNATION

PREFERRED SHARES DESIGNATION

ARTICLE 1 Series A Preferred Shares

1.1 Designation. 1,000 shares of the Company’s preferred shares are designated as Series A Preferred Shares.

1.2 Distribution Rights Before Dissolution or Sale.

(a) Subject to Section 1.2(c), Series A Preferred Shares are entitled to receive dividends from the Company at an annual rate of $14.95 per share – which rate represents 5.00% of the original issuance price for each share – payable on December 1 of each year.

(b) Series A Preferred Shares are entitled to receive additional dividends from the Company if and when the Company pays dividends with respect to Common Shares. Series A Preferred Shares will receive the dividends at a rate of 4 to 1 (400%) of the dividend paid to Common Shares.

(c) The board of directors may defer the payment of any dividend in Section 1.2(a) for up to 24 months. Deferred dividends will accumulate. No interest will accrue on accumulated dividends.

1.3 Distribution Rights Upon Dissolution or Sale.

(a) Upon the dissolution, liquidation, or winding up of the Company, or upon the sale of all or substantially all of the assets of the Company or a merger, reorganization, or consolidation involving more than 50% of the outstanding shares of the Company, Series A Preferred Shares are entitled to receive from the Company, prior and in preference to Common Shares, an amount equal to:

(1) $299.00 per share, which amount represents 100% of the original issuance price for each share;

PLUS

(2) all accumulated dividends with respect to Series A Preferred Shares, whether or not declared;

PLUS

(3) all declared and unpaid dividends with respect to Series A Preferred Shares.

(b) After Series A Preferred Shares receive the amount set forth in Section 1.3(a):

(1) any remaining assets of the Company will be distributed to Series A Preferred Shares at a rate of 4 to 1 to Common Shares (such that Series A Preferred Shares will enjoy distribution of 80% of the remaining assets and Common Shares will enjoy 20% of the remaining assets); and


(2) Series A Preferred Shares will have no further distribution, redemption, or conversion rights.

1.4 Redemption.

(a) To the extent not prohibited by the Oregon Business Corporation Act, some or all of the outstanding Series A Preferred Shares may be redeemed by the Company at any time upon the written notice of the Company.

(b) The purchase price for the Series A Preferred Shares will equal the greater of (y) 6 times the prior calendar year’s EBITDA as determined by the Company’s accountants divided by the total number of all outstanding shares of all types, or (z) as follows:

(1) $598.00 per share, which amount represents 200% of the original issuance price for each share;

PLUS

(2) all accumulated dividends with respect to Series A Preferred Shares, whether or not declared;

PLUS

(3) all declared and unpaid dividends with respect to Series A Preferred Shares.

(c) The terms and conditions of the redemption will be as follows:

(1) 100% of the price of the shares will be paid on the date that the sale occurs;

(2) the sale will take place at the Company’s principal office or registered office, or at a place fixed by the Company;

(3) the Company will sign and deliver to each holder of the shares a check in the amount of the purchase price for the shares.

(4) each holder of the shares will deliver to the Company all share certificates representing the shares, together with stock powers endorsed to the Company;

(5) each holder of the shares will sign and deliver to the Company a certificate in which the holder represents and warrants to the Company that:

(A) the holder is the sole owner of the shares; and

(B) the shares are free from any encumbrance, including but not limited to any security interest or lien;

(6) the holders of the shares and the Company will sign and deliver all other documents and take or cause to be taken all other acts that they deem necessary or appropriate to effect and carry out the redemption.


1.5 Voting. Except as otherwise provided by law, Series A Preferred Shares have no voting rights. Series A Preferred Shares are not entitled to vote separately on a plan of merger.

1.6 Other Adjustments. All numbers and amounts relating to the preferences, limitations, and relative rights of Series A Preferred Shares will be proportionately adjusted upon any share exchange, share reclassification, share combination, share dividend, share split, or similar event.

1.7 Restrictions on Company. The Company may not do any of the following without the prior written consent of 51% of the outstanding Series A Preferred Shares:

(a) increase or decrease the aggregate number of authorized Series A Preferred Shares;

(b) effect an exchange or reclassification of all or part of Series A Preferred Shares into shares of another class or series;

(c) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class or series into Series A Preferred Shares;

(d) change the designation, rights, preferences, or limitations of all or part of Series A Preferred Shares;

(e) change all or part of Series A Preferred Shares into a different number of Series A Preferred Shares;

(f) create a new class or series of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to Series A Preferred Shares;

(g) increase the rights, preferences, or number of authorized shares of any class or series that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to Series A Preferred Shares;

(h) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of Series A Preferred Shares; or

(i) declare or pay any dividend with respect to any other class or series of shares of the Company, unless all of the accumulated dividends with respect to Series A Preferred Shares have been paid.

FORM U-7 DISCLOSURE DOCUMENT -...

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