0001079974-18-000419.txt : 20180803 0001079974-18-000419.hdr.sgml : 20180803 20180803161113 ACCESSION NUMBER: 0001079974-18-000419 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20180803 DATE AS OF CHANGE: 20180803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cheval Resources Corp CENTRAL INDEX KEY: 0001515800 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 275415063 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-215849 FILM NUMBER: 18991938 BUSINESS ADDRESS: STREET 1: 3211 OCEAN DRIVE CITY: VERO STATE: FL ZIP: 32963 BUSINESS PHONE: 772.584.3308 MAIL ADDRESS: STREET 1: 3211 OCEAN DRIVE CITY: VERO STATE: FL ZIP: 32963 S-1/A 1 chevals1a5_832018.htm

As filed with the Securities and Exchange Commission on August 3, 2018
File Number 333-215849
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1/A
(Amendment No. 5)
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Cheval Resources Corporation
(Exact Name of registrant in its charter)
 
 
Delaware
6770
27-5415063
(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)
 
 
1441 Ocean Drive Vero Beach, FL 32963
(772) 234.9999
(Address and telephone number of principal executive offices)
 
Harvard Business Services, Inc.
16192 Coastal Hwy. Lewes, Delaware 19958
Telephone (302) 645-7400
(Name, address, including zip code, and telephone
number, of agent for service)
 
With Copies to:
    
Rory O'Dare
1441 Ocean Drive
Vero Beach , Florida 32963
772.234.9999
 

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
 
If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box ☑.
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. r
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. r

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act

Registration Statement number of the earlier effective Registration Statement for the same offering.  r 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company", in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
 
Accelerated filer ☐
Non-accelerated filer ☐ 
 
Smaller reporting company ☑
(Do not check if smaller reporting company)
  
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
 
CALCULATION OF REGISTRATION FEE
 
Tile of each class of
securities to be registered
  
Dollar amount
to be registered
    
Proposed maximum
offering price per
share (1)
    
Proposed maximum
aggregate
offering price
    
Amount of
registration fee
(2)
  
 
                        
Common Stock-New Issue
  
$
100,000.00
    
$
0.01
    
$
100,000.00
    
$
10.07
  
 
                                
Common Stock—Current Shareholder
  
$
400,000.00
    
$
0.01
    
$
400,000.00
    
$
46.36
  
______________
 
(1) This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.  
 
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.
 
 
 
 
 
Special Note Regarding this Amendment
 
This amendment is to correct the stated number of shares in two exhibits.


 
 


 
 
 
 
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
 
 
ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
The following table sets forth the costs and expenses payable by Cheval Resources Corporation in connection with the sale of the common stock being registered. Rory O'Dare has agreed to pay all costs and expenses in connection with this offering of common stock. Rory O'Dare was and is the source of the funds for the estimated costs of the offering as listed below. All of the fees listed below other than the Escrow Fee have already been paid by Mr. O'Dare. Mr.O'Dare has no agreement in writing to pay the expenses of this offering on behalf of Cheval Resources Corporation and thus such agreement to do so is not enforceable. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.
 
Legal and Professional Fees        
  
$
2,900
  
Bank Escrow BB&T                                     
  
$
2,500
  
PCAOB Consent 
    
3,000
  
Edgar Fee
  
$
1,500
  
SEC Filimg Fee
  
$
400
  
         
          Total     
  
$
10,300
  

* Such offering expenses have already or are being paid for by our Sole officer and director.   There is no agreement as to repayment of these funds.
 
 
ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cheval Resources Corporation Acquisition, Inc.'s Articles of Incorporation and Bylaws provide for the indemnification of a present or former director or officer to the fullest extent permitted by Delaware law, against all expense, liability and loss reasonably incurred or suffered by the officer or director in connection with any action against such officer or director.
 

ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, Cheval Resources Corporation issued the following unregistered securities in private transactions without registering the securities under the Securities Act:

On March 2,2011, Rory O'Dare, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company in exchange for 40,000,000 shares of common stock of the Company, each, par value $0.0001 per share.
 
At the time of the issuance, Rory O'Dare was in possession of all available material information about us, as he is the only officer and director. On the basis of these facts, Cheval Resources Corporation claims that the issuance of stock to its founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933. Cheval Resources Corporation believes that the exemption from registration for these sales under Section 4(2) was available because:
 
 
 
II - 1

 

 
●     Rory O'Dare is an executive officer of Cheval Resources Corporation and thus had fair access to all material information about Cheval Resources Corporation before investing;

●     There was no general advertising or solicitation; and

●     The shares bear a restrictive transfer legend.

All shares issued to Rory O'Dare were at a par price per share of $0.0001. The price of the common stock issued to them was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, Cheval Resources Corporation was recently formed or in the process of being formed and possessed no assets.
 
ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 
INDEX OF EXHIBITS

 
 
Exhibit No.
Name/Identification of Exhibit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Previously filed
 
 
II - 2

 
ITEM 17 - UNDERTAKINGS

 
UNDERTAKINGS
 
 
a.
The undersigned registrant hereby undertakes:
 
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
 
 
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided however, That:
 
 
A.
Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

II - 3

 

 B.  
 
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
 
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
 
i.
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
5.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
 
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
 
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


 
II - 4



 

 
iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
a.           The undersigned registrant hereby undertakes that:
 
1.     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
2.      For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


 
 
II - 5



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Las Vegas, state of Delaware on August 3, 2018.

 
Cheval Resources Corporation
(Registrant)
 
By: /s/ Rory O'Dare 
Rory O'Dare, President
 
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed b the following persons in the capacities and on the dates indicated.
 
 
 
Signature
Title
Date
 
 
 
 
 
 
/s/ Rory O'Dare 
President, Secretary and Director
August 3, 2018
Rory O'Dare  
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Rory O'Dare  
Treasurer
August 3, 2018
Rory O'Dare  
Chief Accounting Officer
 


 
 
 
II - 6
EX-5.1 2 ex5_1.htm


Exhibit 5.1
 


August 3, 2018


Board of Directors
Cheval Resources Corporation
1441 Ocean Drive
Vero Beach , Florida 32963

Re:
Registration Statement on Form S-1 for Cheval Resources Corporation.,
 
a Delaware corporation (the "Company")
 

Dear Ladies and Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 40,000,000 shares held by existing shareholders and 10,000,000 newly issued shares for public sale of the Company's common stock, $.0001 par value, to be sold by the existing selling shareholders and the issuer.
In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:

i.
The Certificate of Incorporation of the Company;
ii.
The Registration Statement and the Exhibits thereto; and
iii.
Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.

In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.



 

 

Board of Directors
Cheval Resources Corporation
August 3, 2018
Page 2




Based on the foregoing, I am of the opinion that (i) the 10,000,000 shares to be offered by the company will when sold be legally issued, fully paid and non-assessable, and (ii) the 40,000,000 shares held by the selling shareholder are and will be when sold in this offering be legally issued, fully paid and non-assessable.
This opinion is limited to the laws of the State of Delaware and federal law as in effect on the date of the effectiveness of this registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist..

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.


Sincerely,

EAD LAW GROUP, LLC

/s/ Elaine Dowling, Esq.

Elaine Dowling, Esq.
EAD:kah

 
 
 
 
 
 
 
 EX-10.1 3 ex10_1.htm
Exhibit 10.1
 
 
SUBSCRIPTION ESCROW AGREEMENT



THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of April 20, 2016, by and among, Rory O'Dare ( "O'Dare") as Selling Shareholder,  Cheval Resources Corporation, a Nevada corporation (the "Company", "Registrant"), together as (the "Client"), and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Escrow Agent").  This Agreement shall be effective as provided in Paragraph 1 below.

           WHEREAS, the Company proposes to offer and sell, on a best-efforts basis through  (the "Placement Agent") up to 10,000,000 shares in the Company at a purchase price of $0.01 per share (the "Shares") to investors pursuant to the Company's Rule 419 S-1 and O'Dare 40,000,000 shares; and
           WHEREAS, the Company desires to establish an escrow in which funds received from investors, purchasers of the securities as (the Subscribers) and certificates will be deposited (the "Consideration") until termination of escrow as defined below, and the Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions herein set forth; and

           WHEREAS, in order to subscribe for Shares, a Subscriber must deliver the full amount of its subscription: (i) by check in U.S. dollars, (ii) by wire transfer of immediately available funds in U.S. dollars, or (iii)  as otherwise agreed to by the Company (collectively, the "Payment"), (iv)  as otherwise agreed to by the Company (collectively, the "Offering Proceeds", "Deposited Proceeds").

           NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties covenant and agree as follows:

 
1.
Establishment of Escrow Account

The parties have established an escrow account with the Escrow Agent. O'Dare shall sell his 40,000,000 shares only at the price of $0.01 per share during this offering, and only after Registrant has sold the maximum number of shares in the Company's Rule 419 S-1 offering (10,000,000).
 
 
 
2.
Appointment of Escrow Agent; Deposits of Cash and Securities

(a)   The Client  hereby appoints the Escrow Agent as its agent and custodian to hold and disburse the Payment deposited with the Escrow Agent pursuant to the terms of this Escrow Agreement.

(b)  Following the execution of this Escrow Agreement, the Client will cause to be delivered to the Escrow Agent from time to time any and all Payment in its possession or received from the Subscribers upon the execution and delivery of the Subscription Agreement (the "Escrow Funds").

 
Exhibit 10.1 -- Page 1

 

 
3.
Rule 419

Rule 419 requires that the net offering proceeds, after deduction for underwriting compensation and offering costs, and all securities to be issued (and those sold by a selling shareholder) be deposited into an escrow or trust account (the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company upon the meeting of the minimum offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.


 
4.
Deposit and Investment of Proceeds.

i. All offering proceeds, shall be deposited promptly into the escrow account.

ii. Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the escrow agent.

iii. Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the purchasers of the securities.

iv. Deposited proceeds shall be invested in one of the following:

A. An obligation that constitutes a "deposit," as that term is defined in section 3(1) of the Federal Deposit Insurance Act;

B. Securities of any open-end investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or

C. Securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Absent written investment direction, the Escrow Agent will invest the Escrow Funds in the BB&T Trust Deposit Product ("TDP").

v. No interest or dividends shall be payable on the funds held in the escrow or trust account until the funds are released in accordance with the provisions of this section.

vi. The registrant may receive up to 10 percent of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by paragraph (b)(2)(i) of this section, only after such time as the minimum offering has been completed and upon written request of the Client.
 
 
Exhibit 10.1 -- Page 2



 
5.
Deposit of Securities

i. All securities issued , sold or to be sold in connection with the offering (including the shares owned currently by Mr. O'D), whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account prior to commencement of the offering if already issued, or as soon as they are sold and issued thereafter . The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities

ii. Securities held in the escrow or trust account are to remain as issued and deposited and shall be held for the sole benefit of the purchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the escrow or trust account shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder.

iii. Warrants, convertible securities or other derivative securities relating to securities held in the escrow or trust account may be exercised or converted in accordance with their terms; provided, however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the escrow or trust account.
 

 
6.
Post Effective Amendment

Once a proposed acquisition(s) of a business(es) meeting the above criteria has (have) been identified, Rule 419 requires the Company to update the registration statement of which this prospectus is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds to be disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The offer must include certain prescribed conditions (80% of the investors must reconfirm the offering) which must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow.
 

 
7.
Reconfirmation Offering

The reconfirmation offer must commence within five business days after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions:

i. The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the escrow account within five business days after the effective date of the post-effective amendment;

ii. Each investor will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;
 
Exhibit 10.1 -- Page 3



iii. If the Company does not receive written notification from any investor within 45 business days following the effective date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means;  The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor.

iv. The acquisition(s) will be consummated only if investors having contributed 80% of the maximum offering proceeds elect to reconfirm their investments; and

v. If a consummated acquisition(s) has not occurred within 18 months from the date of this agreement, the Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days by first class mail or other equally prompt means. ;  The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor if any.


 
8.
Release of Deposited Securities and Deposited Funds

Methods of Disposition of Escrow Funds.   

The Escrow Agent will hold the Escrow Funds and Securities as specified in this Escrow Agreement until authorized hereunder to deliver such Escrow Funds or Securities as follows:

The Deposited Funds and Deposited Securities may be released to the Company and the investors, respectively, after:

i. The Escrow Agent has received written certification from the Company and any other evidence acceptable by the Escrow Agent that the Company has executed an agreement for the acquisition(s) of a business(es) the value of which represents at least 80% of the maximum offering proceeds and has filed the required post-effective amendment, the post-effective amendment has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed, and the Company has satisfied all of the prescribed conditions of the reconfirmation offer; and

ii. The acquisition(s) of the business(es) the value of which represents at least 80% of the maximum offering proceeds is (are) consummated .

If the minimum offering amount is not raised within 180 days (or 360 days if the company extends the offering period) , the pro rata portion of the Deposited Funds will be returned to investors;  The Company will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest owed to the investor.
Exhibit 10.1 -- Page 4



 
9.
Liability of Escrow Agent

a.           In performing any of its duties under this Agreement, or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall not be liable to anyone for any damages, losses, or expenses which it may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, the Escrow Agent shall be liable for damages arising out of its willful default or misconduct or its gross negligence under this Agreement.  Accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement.

b.           The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all  losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default, misconduct, or gross negligence under this Agreement.

c.           If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its doing so, the Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to file such legal proceedings as it deems appropriate, and shall thereupon be discharged from all further duties under this Agreement.  Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof.  The Company shall indemnify the Escrow Agent against its reasonable court costs and attorneys' fees incurred in filing such legal proceedings.
 

 
10.
Inability to Deliver
 
In the event that Payments for subscriptions delivered to the Escrow Agent by the Company pursuant to this Agreement are not cleared through normal banking channels within 5 days after such delivery, the Escrow Agent shall  return such uncleared Payments to the Company.
 

 
11.
Notice
 
All notices, requests, demands and other communications or deliveries required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, given by facsimile confirmed by telephone call or deposited for mailing, first class, postage prepaid, registered or certified mail, as follows:
 
Exhibit 10.1 -- Page 5


 
 
If  to the subscribers for Shares:                                                      
 
To their respective addresses as specified in their  Subscription Agreements.
 
 
 
If  to the Company:
 
1441 Ocean Drive
Vero Beach , Florida 32963
 
 
 
 
 
 
 
If  to the Escrow Agent:
 
223 West Nash Street
 
Wilson, NC 27893
 
Attention: Corporate Trust Services


 
12.
Fees to Escrow Agent

In consideration of the services to be provided by the Escrow Agent hereunder, the Company agrees to pay the fees to the Escrow Agent as shown in Attachment 1 hereto.


 
13.
General

This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of North Carolina applicable to contracts to be made and performed entirely in said state.

d.           The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

e.           This Agreement sets forth the entire agreement and understanding of the parties with regard to this escrow transaction and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof.


f.           This Agreement may be amended, modified, superseded or cancelled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance.  The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same.  No waiver in any one or more instances by any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach, or a waiver of any other condition or of the breach of any other terms of this Agreement.
 



Exhibit 10.1 -- Page 6
 

 
g.           This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

h.           This Agreement shall inure to the benefit of the parties hereto and their respective administrators, successors, and assigns.


 
14.
Representation of the Company

The Company hereby acknowledges that the status of the Escrow Agent with respect to the offering of the Shares is that of agent only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.


 
15.
Resignation of Escrow Agent

 If, at any time, any attempt is made to modify this Agreement in a manner that would increase the duties and responsibilities of the Escrow Agent, or to modify the Escrow Agreement in any manner that the Escrow Agent shall deem undesirable, the Escrow Agent may resign by notifying the Company.  Such resignation shall become effective on the earlier to occur of (i) the acceptance by a successor Escrow Agent or (ii) sixty (60) days following the date upon which notice was mailed.  Until such time as the Escrow Agent has resigned in accordance herewith, the Escrow Agent shall perform its duties hereunder in accordance with the terms of this Escrow Agreement.
 


Exhibit 10.1 -- Page 7


 
16.
Force Majure

The Escrow Agent shall not be responsible for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication service, accidents, labor disputes, acts of civil or military authority, or governmental actions.

IN WITNESS HEREOF, the parties have duly executed this Agreement as of the date above first written.

THE REGISTRANT

/s/ Rory O'Dare
Rory O'Dare, President
Cheval Resources Corporation


THE SELLING SHAREHOLDER

/s/ Rory O'Dare
Rory O'Dare, Selling Shareholder


"ESCROW AGENT" BRANK BANK AND TRUST COMPANY

BRANCH BANK AND TRUST COMPANY


By:  /s/ Pamela B. McGee
Name:  Pamela B. McGee
Title: Vice President

 


Exhibit 10.1 -- Page 8

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