EXHIBIT 10.1
Letter of Intent
It is the intent of the parties to this letter to outline a proposed agreement
for Time Lending, California, Inc. (TLC) to acquire a majority (5l%) control of
the outstanding share of Nationwide Security Mortgage Corporation (NSM).
Time Lending, California, Inc. is a fully reporting Nevada Corporation with its
stock traded on the NASD-OTC Bulletin Board under the symbol TIML.
Controlling shareholders have the necessary majority shares of outstanding stock
of Time Lending, California, Inc. to complete the actions proposed herein.
Controlling shareholders agree to approve or arrange for the approval of the
following conditions to complete the acquisition.
1. A Primary condition for the acquisition is the completion of a private
placement stock offering to raise sufficient capital to insure the
growth of the TLC's marketing division and NSM's Mortgage operation.
Initial goal is to raise 1 million dollars, but principals of both
companies may elect to complete the acquisition on some lesser amount
of capital raised. Distribution of Proceeds from stock sale to be split
50/50 minus costs to TLC and NSM upon completion of acquisition. 50% of
the proceeds from the stock offering will be retained by TLC for
working capital and 50% of the proceeds will be distributed to NSM also
for working capital. As funds are raised they will be held in an escrow
account and if acquisition is not completed will be returned to
investors at their request. Time for completion of capital raising to
be six months from the date of the Private Placement Document. Time may
be extended at the agreement of TLC and NSM.
2. TLC will purchase 51% of the outstanding shares of NSM for two million
shares of TLC common stock. The shares issued will be restricted and it
is understood that they cannot be sold for one year under the 144
regulation. It is further understood that if TLC's asking share price
is not at $0.50 cents or above 90 days after completion of the
acquisition that TLC will issue an additional 500,000 shares to the
principle owner or owners of NSM.
3. NSM will continue to operate as a majority owned subsidiary responsible
for its own expenses and obligations at its current location and its
current name.
4. NSM agrees to distribute 10% of its operating profit to TLC, its parent
company on a quarterly basis.
5. All accounting, legal, printing, marketing, advertising costs etc.
associated with the stock offering and completion of the acquisition
will be split 50/50 and subtracted from the proceeds of the stock
offering.
Seller represents and warrants to Buyer:
1. The shares to be transferred to buyer are free and clear of all liens,
claims, options or any encumbrance whatsoever.
2. NSM has no debt or obligation not listed on its most recent balance
sheet dated March 31, 2005 and NSM is not a party to any legal action
pending.
Buyer represents and warrants:
1. That the assets to be acquired by NSM are free and clear of all liens,
claims and any encumbrance.
It is intended by the Parties that this Letter of Intent be superceded
by a stock purchase agreement that will set forth the agreements in
this letter in greater detail.
Time Lending, California, Inc.
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Xxxxxxx X. Xxxx Date
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Xxxxxx X. La Puma Date
Nationwide Security Mortgage Corporation
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Tri Xxx Date
