-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NSC3ZK6nJwAxYVm8rXdbS0qpC0f2hH85Uz3kHRp4hfDVChiI8zlxLlt+bhu9VnVk JArRRzAFtHqb3ob0JP8Tsw== 0001072588-04-000359.txt : 20040928 0001072588-04-000359.hdr.sgml : 20040928 20040928140327 ACCESSION NUMBER: 0001072588-04-000359 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040928 DATE AS OF CHANGE: 20040928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEYENNE RESOURCES INC CENTRAL INDEX KEY: 0000313353 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 830211506 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31925 FILM NUMBER: 041049360 BUSINESS ADDRESS: STREET 1: 1111 EAST LINCOLNWAY SUITE 215 CITY: CHEYENNE STATE: WY ZIP: 82001 BUSINESS PHONE: 3076326437 MAIL ADDRESS: STREET 1: 1111 EAST LINCOLNWAY SUITE 215 CITY: CHEYENNE STATE: WY ZIP: 82001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J. Paul Consulting Corp. CENTRAL INDEX KEY: 0001296371 IRS NUMBER: 841294749 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6590 E. LAKE PL. CITY: CENTENNIAL STATE: CO ZIP: 80111 BUSINESS PHONE: 303 570 6093 MAIL ADDRESS: STREET 1: 6590 E. LAKE PL. CITY: CENTENNIAL STATE: CO ZIP: 80111 SC 13D 1 sc13djpc.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CHEYENNE RESOURCES, INC. ---------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------- (Title of Class of Securities) 69901v 10 6 ----------------------------------------------------------------- (CUSIP Number) J PAUL CONSULTING CORP. Attn: Jeffrey Ploen 6590 E. Lake Place Centennial, CO 80111 Phone: 303 570-6093 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 2004 ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [_] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 SCHEDULE 13D - - ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J Paul Consulting Corp. - - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - - ------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------ 4 SOURCE OF FUNDS Working Capital - - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Colorado - - ------------------------------------------------------------------ 7 SOLE VOTING POWER 2,562,646 ---------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY ---------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,562,646 WITH ---------------------------------------- 10 SHARED DISPOSITIVE POWER None - - ------------------------------------------------------------------ Page 2 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON J Paul Consulting Corp. - - ------------------------------------------------------------------ 12 CHECK THIS BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - - ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) __% - - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - - ------------------------------------------------------------------ Page 3 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This schedule related to the acquisition of beneficial ownership of Common Stock of Cheyenne Resources, Inc. (hereinafter the "Company", whose principal place of business is located at 7609 Ralston Road, Arvada, CO 80002, of which Reporting Person purchased 2,562,640 shares, of Common Stock from the Company on August 27, 2004. Such shares are the subject of this report. - - ------------------------------------------------------------------------------ ITEM 2. IDENTITY AND BACKGROUND 1. (a) J Paul Consulting Corp. The following person is the , Principal Shareholder, Officer and Director of J Paul Consulting Corp.; J Paul Consulting Corp is beneficially owned by Jeffrey Ploen - President and Director. Jeffrey Ploen was employed as a registered representative with a number of secuities firms from 1972 to 1994. Since 1995 he has been President of J. Paul Consulting Corp., a business consulting firm specializing in small cap companies. He has also been the Finance Director for Navidec Corp. since 2003. Mr. Ploen will devote such time as is necessary to the Company operations. (b) 6590 E. Lake Place Centennial, CO 80111 (c) Occupation: Capital formation firm (d) The reporting person nor its officers, directors, or principals have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations.) (e) The reporting person has not, during the last five years, been subject to or party to a civil proceeding regarding any violation of state or federal securities laws, nor has any judgment, decree, or order of any type been entered against reporting person. (f) Citizenship USA page 4 - - ------------------------------------------------------------------------------ ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Working Capital - - ------------------------------------------------------------------------------ ITEM 4. PURPOSE OF TRANSACTION The Reporting Entity purchased the securities, as part of a change in control of Cheyenne Resources, Inc., on August 27, 2004. The ownership which is the subject of this Schedule was acquired by Reporting Person for the purpose of acquiring control of a public company to build a business or acquire a business. Other than the transaction for which this report is filed, Reporting Person has no further plans which relate to or would result in any of the following, except as set forth below: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company except for the instant transaction. (b) On August 27, 2004, a change in control of Cheyenne Resources, Inc. occurred whereby Ultimate Investments Corp and Shortline Equity Partners, LTD. purchased 5,187,939 shares of common stock of Cheyenne Resources, Inc. and J Paul Consulting Corp. purchased 2,562,646 shares of common stock of Cheyenne Resources, Inc. the Company. The Company intends to seek a merger, or Plan of Reorganization involving the Company. (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) The Board of Directors of Cheyenne Resources, Inc.. has been expanded to include Jeffrey Ploen, who also serves as Cheyenne Resources, Inc. President. As a result of the change of control, Mr. Denis Iler resigned as President. Page 5 (e) Any material change in the present capitalization or dividend policy of the Issuer; except that reporting party intends to implement a reverse split in the future. (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person; (except for a reverse split contemplated in the future.) (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter/dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. - - ------------------------------------------------------------------------------ ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date of the filing of this Schedule, Reporting Person is deemed to beneficially own 2,562,646 shares of Common Stock of the Company, representing 9.5% of the issued and outstanding Common Stock. Prior to the share exchange transaction, Reporting Person owned no shares of registrant. Aggregate number of options owned: 0 Percent of outstanding options owned: 0% (b) Sole Power of voting for Reporting Entity: 2,562,646 common shares (c) Transactions in securities in the past 60 days for Reporting Person: 0 (d) No other person is known to have power to direct receipt of dividends from, or proceeds from sale of such securities. (e) Not applicable. - - ------------------------------------------------------------------------------ Page 6 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as contained in the Share Purchase Agreement, there are no other contracts, arrangments, understandings or relationships with regard to Securities of the issuer. - - ------------------------------------------------------------------------------ ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 10.1 - Share Purchase Agreement SIGNATURE After reasonable inquiry and to the best of the knowledge and belief, we certify that the information as set forth in this statement is true, complete and correct. Dated: September 23, 2004 J Paul Investment Corp. /s/Jeffrey Ploen ---------------------- Jeffrey Ploen, President Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Page 7 EX-10 2 spa.txt SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of August 25, 2004, between Cheyenne Resources, Inc. ("Seller") a Wyoming Corporation, Skye Blue Ventures, ("Seller") and Ultimate Investments Corp., Shortline Equity Partners Inc. and J. Paul Consulting Corp. (the "Buyers"). W I T N E S S E T H: A. WHEREAS, Seller is a corporation duly organized under the laws of the State of Wyoming and Seller is the principal shareholder and creditor. B. WHEREAS, Buyers wish to purchase an aggregate of 250,585 shares (post-reverse split) of common stock from Seller (the "Purchase Shares"), after all of the conditions under this contract have been performed and Seller desires to sell the Purchase Shares to Buyers pursuant to this agreement. C. WHEREAS, prior to the transaction Buyers is not an affiliate of Seller. NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I The Consideration Subject to the conditions set forth herein, Seller shall sell to Buyers and Buyers shall purchase 250,585 (post-reverse split) common shares from Seller. The aggregate purchase price for the shares to be paid by Buyers to Seller is $200,000 (the "Consideration") of which $200,000 is herewith paid in escrow with M.A. Littman Attorney at Law as Escrow Agent as full consideration for the purchase of Sellers' shares if all of the terms and conditions of this Agreement are met. ARTICLE II Closing and Issuance of Shares 2.1 The Sellers shares (250,585) (post reverse split) shall be deposited in escrow subject to delivery of the cash purchase consideration of $200,000 to Seller. 2.2 Closing hereunder shall be completed by release from escrow of the cash consideration, the loan proceeds and share certificates on or before August 26, 2004 at 5:00 p.m. MST ("Closing Date") subject to satisfaction of the terms and conditions set forth herein. Consideration may be delivered by Federal Express or wire transfers, and any closing documents may be delivered by facsimile, Federal Express or other appropriate means. ARTICLE III Representations, Warranties and Covenants of Seller Seller hereby, represents, warrants and covenants to Buyers as follows: 3.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming, and has the corporate power and authority carry on its business. The Articles of Incorporation and Amendments and Bylaws of Seller, which will be delivered to Buyers at closing, are complete and accurate, and the minute books of Seller, copies of which have also been delivered to Buyers, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Seller. 3.2 The authorized capital stock of Seller consists of 50,000,000 shares of common stock. There are 588,235 shares (post reverse split one for 85) (approximately) of Common Stock of Seller issued and outstanding as of date hereof. All such shares of capital stock of Seller are validly issued, fully paid, non-assessable and free of preemptive rights. Seller has no outstanding warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of Seller, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Seller, except that 150,000 shares (post reverse split) are due to be issued, registered on to former officers, directors, and accountants in the next Registration Statement filed after the reverse split is effective. This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement and obligation of Seller enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller has complete and unrestricted power to enter into and to consummate the transactions contemplated by this Agreement. 3.3 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Seller will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of Seller, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which Seller is a party, or of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Seller, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of Seller pursuant to the terms of any agreement or instrument to which Seller is a party or by which Seller may be bound or to which any of Seller property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by Seller. 3.4 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of Seller threatened against or relating to Seller or affecting any of its assets, properties, business or capital stock (except lawsuits with forced pooling parties). There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which Seller is a party or by which Seller or its assets, properties, business or capital stock are bound. 3.5 Seller has accurately prepared and filed all federal, state and other tax returns required by law, domestic and foreign, to be filed by it through its fiscal 2003 year and has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of Seller for all current taxes and other charges to which Seller is subject and which are not currently due and payable. None of the Federal income tax returns of Seller have been audited by the Internal Revenue Service or other foreign governmental tax agency. Seller has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against Seller for any period, nor of any basis for any such assessment, adjustment or contingency. 3.6 Seller has delivered to Buyers unaudited financial statements for the period ended June 30, 2004. All such statements, herein sometimes called "Seller Financial Statements" are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of Seller for the periods indicated within the knowledge of Seller and/or Seller. All financial statements of Seller have been prepared in accordance with generally accepted accounting principles. 3.7 As of the date hereof, Seller, represents and warrants that all outstanding indebtedness of Seller is as shown on the financial statements attached hereto (the updated statements), except debts incurred in 2004 after December 31, 2003 financial statements, and accrued since such date all of which will be paid at closing pursuant to a schedule to be furnished to Escrow Agent. Any and all accruals to officers and directors shall be waived and released by each officer or director, in writing. 3.8 Since the dates of the updated Seller Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of Seller within the knowledge of Seller and/or Seller. Seller does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise), and except for accruals, legal fees, consulting fees and costs of this transaction. 3.9 Seller is not a party to any contract performable in the future except, for issuance of shares as set forth in 3.2 above. 3.10 The representations and warranties of Seller shall be true and correct as of the date hereof and closing date. 3.11 Seller will deliver to Buyers, all of its corporate books and records for review, and will turn over all original corporate records at closing. 3.12 Seller has no employee benefit plan in effect at this time. 3.13 No representation or warranty by the Seller in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3.14 Buyers has received copies of Form 10KSB as filed with the Securities and Exchange Commission ("SEC") which included audits for the year ended December 31, 2003 and each of its other reports to shareholders filed with the SEC through the period of June 30, 2004. Seller is a registered company under the Securities Exchange Act of 1934, as amended and is current in its filings. 3.15 Seller has not made to Buyers any general solicitation or general advertising regarding the shares of Seller common stock. 3.16 Seller has incurred no liabilities except as shown on the financial statements or referenced in 3.7 hereof and fees in conjunction with this transaction, which fees incurred in conjunction with this transaction shall be paid at closing Procedure for Closing 4.1 At the Closing Date, the purchase and sale shall be consummated after satisfaction of all conditions precedent set forth in Article V and VIII, by Seller common stock certificates for the Purchase Shares being delivered, duly signed and guaranteed by Seller for 250,585 shares (post reverse split) of common stock to Buyers, upon receipt of the Consideration for the share purchase, together with issuance or delivery of all other items, agreements, warranties, and representations set forth in this Agreement. ARTICLE V Conditions Precedent to the Consummation of the Purchase The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 5.1 Seller shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date. 5.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 5.3 The representations and warranties made by Seller in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of changes caused by transactions suggested or approved in writing by the Buyers. ARTICLE VI Termination and Abandonment 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By either party, if any condition set forth in Article V or any other Article relating to the other party has not been met or has not been waived; (c) By Buyers, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Buyers, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By Seller, if the Closing does not occur, through no failure to act by Seller, on closing date, or if Buyers fails to deliver the consideration required herein; (f) If all of the outstanding liabilities cannot be settled at closing; (g) Buyers may cancel this agreement without penalty, and receive a return of all monies in escrow if the aggregate liabilities exceed. 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition. ARTICLE VII Continuing Representations and Warranties and Covenants 7.1 The respective representations, warranties, and covenants of the parties hereto and agreements of the parties hereto shall survive after the closing under this Agreement for a period of two years hereafter in accordance with the terms thereof. ARTICLE VIII Miscellaneous 8.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein, except that a companion document, the Reorganization Agreement, has been executed concurrently which contains numerous warranties and representations. 8.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 8.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 8.4 This Agreement may not be amended except by written consent of both parties. 8.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: To Seller: Skye Blue Ventures LLC 2000 Wadsworth Blvd., #179 Lakewood, CO 80214 To Buyers: Ultimate Investments Corp 3926 South Magnolia Way Denver, CO 80237 or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 8.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of the Buyers and Sellers. However, Seller may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 8.7 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of Colorado applicable to all agreements made hereunder. Venue and jurisdiction for any legal actions hereunder shall be District Court in and for Jefferson County, Colorado. 8.8 Seller and Buyers agree that Buyers and Seller can and will cause the effectuation, of a reverse split, of the common shares of Seller issued and outstanding at such date, in a ratio of one for 85 shares within 10 days following the Closing hereunder. 8.9 In the event of a breach or default of this Agreement or any of the continuing covenants hereunder which results in a party or any effected shareholder who is a beneficiary of a surviving or continuing covenant, commencing legal action, the prevailing party in such legal action shall be entitled to an award of all legal fees and costs of the action, against the non-prevailing party. 8.10 Buyers shall designate at least one new directors to be effective immediately to and Seller agree to appoint such Director by consent minutes. 8.11 In connection with this Agreement the parties have appointed the escrow agent, M. A. Littman Attorney at Law as Escrow Agent which shall be authorized by this agreement to do the following: 1) Accept the deposit of $200,000 as purchase price for Seller's shares, from Buyers, upon receipt of a copy of this Agreement signed by Seller, Seller and Buyers; 2) Accept the common stock certificates from Seller for 250,585 common shares of common stock duly executed by Seller; 3) Upon receipt of all items in this agreement, Escrow Agent shall disburse the proceeds received from the escrow in accordance with this Agreement; $200,000 to Seller. 4) Deliver the stock certificates to Buyers at: 7609 Ralston Road, Arvada, CO; 5) In the event of default in delivery any item by a party under this agreement, any cash or certificates received from the other party shall be returned to the remitting party 3 business days after default; and 6) Escrow Agent is specifically indemnified and held harmless hereby for its actions or inactions in following these instructions. In the event of a dispute involving the escrow instructions or the consideration to be delivered in escrow, the escrow agent is authorized to implead the consideration received into the District Court of Jefferson County, Colorado upon ten days written notice, and be relieved of any further escrow duties thereupon. Any and all costs of attorneys fees and legal actions of escrow agent for any dispute resolution or impleader action shall be paid in equal shares by the parties to this agreement. 8.12 Denis Iler shall resign at closing as CEO/CFO, and director and Redgie Green shall resign as a director, effective upon compliance with Section 14f. A new director of Buyers chosen shall be appointed effective immediately. 8.13 Concurrent with the execution hereof, the Board of Seller shall appoint two new directors, of Buyer's choice. 8.14 Concurrent with closing the Board shall appoint a new President, effective immediately, and Jeff Ploen shall be appointed as a Director. IN WITNESS WHEREOF, the parties have executed this Agreement this 25th day of August, 2004. SELLER: SKYE BLUE VENTURES LLC By: ______________________________ Name: ____________________________ Tile: ____________________________ BUYER: Ultimate Investments Corp. By:________________________________ Shortline Equity Partners Inc. By:________________________________ J. Paul Consulting Corp. By:________________________________ -----END PRIVACY-ENHANCED MESSAGE-----