Confidential Executive Summary The Ranch, Resort and Conference Center at Moab Utah Executive Summary Business Plan January 2011 © The WellSpring Institute INC. All Rights Reserved 1 Confidential Executive Summary Executive Summary Business Plan January 2011 __ Business Plan Copy Number Scott Baird President and Chief Operations Officer 4153 Dover Drive Provo, Utah 84604 Scott@wellspringinst.com (Cell) 801- 830-4250 This document contains Confidential & Proprietary Information belonging exclusively to The Ranch, Resort and Conference Center at Moab Utah. This is a business plan It does not imply an offering of Securities. © The WellSpring Institute INC. All Rights Reserved 2 Confidential Executive Summary Table of Contents Company Overview ………………………………………………….….. Page 4 Target Audaince Profile …………………………………………...….… Page 5 The Business Model …………………………………………………….. Page 6 Joint Ventures ………………………………………………….………… Page 10 Competitive Analysis…………………….…………………..…..…….... Page 11 SWOT Analysis…………………………………..……………...……….. Page 12 Category/Competitive Business Practices………………….….….….. Page 14 Sales and Marketing Strategy ……………………………………….…. Page 14 Internet Marketing and Commerce ………………………………….… Page 15 Web Development …………………………………………….…...……. Page 15 Management Team ……………………………………………............. Page 15 The Ranch Design Team ………………………………………….…... Page 19 Financials ………………………………...…………………..………….. Page 21 Conclusion ………………………………………………………….....… Page 23 Investor FAG ………………………………………………………..…… Page 22 Invest in the Ranch ………………………………………………………. Page 25 Support Documents ……………………………………………………… Page 27 Area Map …………………………………………………………. Page 27 Development Buble Map ……………………………………..… Page 28 © The WellSpring Institute INC. All Rights Reserved 3 Confidential Executive Summary Company Overview The Ranch, Resort and Conference Center (The Ranch) is our vision of a one of a kind, state-of-the-art, western themed training and development center that provides stimulating and experiential learning and recreational activities; a luxury vacation destination; unique retail space in our western town mall; an innovative youth center; a senior living care center and retirement community; a sports complex featuring tennis, basketball, football and three championship golf courses and a Indian culture center that will unlock and release the human potential. The Ranch, Resort and Conference Center at Moab will be one of the most desirable locations in the world to host business conferences and corporate retreats, youth conferences, family reunions and other special events. It is soon to become one of the highest rated resort hotel and guest ranch vacation destinations in the Western Untied States with access to the World’s most unique and varied landscapes including Arches National Park, Canyon lands, Dead Horse Point, Goblin Valley and Needles recreation areas. Whitewater rafting and kayaking on the Colorado River, 4x4 off road tours, hiking and hunting in the world renown LaSal mountains and mountain biking on the famous one of a kind slick-rock trails of Moab, Utah are just a few of the amenities that will keep patrons coming back year after year. The Location We have identified eight (8) parcels of land (approximately 33,000 acres) for sale/lease from the Red’s Family Ranch and the State of Utah located near some of the most unique landscapes and recreation centers in the world, MOAB Utah. Additional property (approximately 5,000 acres) located within seven miles of these desert locations, is in the heart of the lush pine forests of the LaSal Mountains, has also been identified for purchase. The Facilities With the development of a LEAD certified “green” infrastructure including; A ranch house, family condos; a western town mall including a country store, retail shops, laundry mat, restaurant, school house, church, saloon, jail and various other shops; a state of the art training and recreation facility, bunk houses, hotel, camping and RV area, sports complex, water park, hunting lodge and 3 executive golf courses, we believe we can create a synergistic educational and vacation experience that will top the best in the world. These facilities will provide sanctuary and stimulus for Vacationers who are looking for a different vacation experience; Executives, Managers and Teams looking for productivity improvement training and personal development; Families coming together for entertainment, growth and fun; Young Adult Men and Women groups looking for high adventure, relationship building and team oriented youth conferences and camps, a Youth Center to build bridges back to societal membership, a Sports Education Center to enhance the lives of young people and their families through © The WellSpring Institute INC. All Rights Reserved 4 Confidential Executive Summary activity and education, a Senior Retirement Community that will insure a healthy life style and meaningful existence for our seniors in the latter years of their life and a Indian Culture Center that will help us experience our native western heritage. Target Audience Profile One of the unique benefits of this project is the wide variety of potential customers and market segments that will draw customers. Below is a summary of these groups Executive, Management and Team Training and Retreats - Almost all Fortune 500 companies use formal vacation destination and conference centers for their training and retreats. In an informal study of corporate planners, we discovered that there is yet a great need for professional facilities with a unique “play” experience that pampers guests. Personal Development Retreats – Based on the soon to be released books “Seven Days to Personal Prosperity and Fulfillment” and “The Entrepreneur Fast track program” offered by the WellSpring Institute, individuals will be solicited from across the country to attend boot camps at the ranch for their own personal and business development. Women’s Conferences – Our unique blend of resort and educational facilities appeal to a wide market of women looking for personal development and relaxation. Borrowing from the success of the BYU education week program, we will offer an alternative for women seeking personal development, relaxation retreats or getaways. Family Reunions and Youth Conferences - At the beginning of the summer of 2002, we conducted an informal survey of typical family reunion sites in Utah, Colorado, and Nevada. To our surprise, all of these sites were booked for the summer, and many had reservations 1-3 years in advance. As we personally visited most of these sites, we discovered that families were paying top dollar for little or no services and activities, let alone professional facilities. Only two organizations offered formalized activities by a trained recreation specialist. When visiting with some of the guests we discovered that they were vacationing at these facilities because they were the only ones available. Vacationers - With the current unrest around the world, many Americans have said that they will vacation in their own backyards. With the current crowds at traditional vacation spots, particularly in the canyon lands area of Utah, we can offer unique, uncrowned experiences with unlimited growth potential. Our research indicates that by providing the right facilities and activities, we can draw business from the other ranches and resorts in the area. Asian and European Travelers - With most of the Asian travel controlled by three travel agencies, gaining their favor almost guarantees success with any vacationing destination. Today the Asians look for safe activities like horseback riding, ATV’s and shooting ranges. Our research indicates that Europeans visit sites like the Grand Canyon, Zion’s, Arches and Bryce Canyon more than any other foreign nationality. Our conveyance to Las Vegas and our unique access to the Colorado River and the river excursion companies create additional appeal for these travelers. © The WellSpring Institute INC. All Rights Reserved 5 Confidential Executive Summary Young Adult Program - A retreat facility provides an excellent venue for 3-6 day youth camps where young adults can gather and learn in a fun non-threatening environment. Coping and preventative skills can be developed in a natural setting. Sports Camps – Our unique sports facilities will provide the perfect venue for schools and other professional and not for profit organization to come to a “boot camp” atmosphere to train and bond before their season begins. Special camps offered by retired sports professionals will be provided for individuals seeking to learn specific skills on their own. Elder Care and Retirement Community – With our unique elder care and retirement community, quests will have the opportunity to live in a resort community, supplement their income by working with our youth and in our other businesses and take advantage of our state-of-the-art medical facilities. Families of our guests will come to stay and participate in our activities while they visit with their older family members. The Business Model Strategic Business Units (SBU) A unique aspect of our business model is the establishment of synergistic strategic business units or profit centers. Each of these “stand alone” businesses will be developed and introduced to the ranch operation in a planned, phased process thus helping to reduce the risk to investors and soften the impact on the overall operation and environment. Profits from each phase of operation will be used to finance the subsequent operations reducing the need for large amount of investment or debt capital. Development Phases The ranch operations will be constructed utilizing a planned phase approach that will correspond to the establishment of specific SBU’s. Funds will be raised and revenues generated at each phase with profits going to help fund future phases of development. Phase 1 – Training and Development SBU In this initial phase of activity, we plan on building a world wide training and development business by implementing the following general activities: Creation of our own unique training and development company by combining the resources of Strategic Human Resource Solutions, The WellSpring Institute, ILearning Global, Blended Learning Solutions and Sandman Studios Establish a brand and establish a niche for our new company Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools © The WellSpring Institute INC. All Rights Reserved 6 Confidential Executive Summary Hire sales, marketing, trainers, coaches and administrative personnel to facilitate the delivery of our products and services Begin to generate revenue with the sale of our existing products and services Generate architectural plans, drawings, renderings, models for the construction of phase 1 of the project. Complete all land use studies required by county and funding institutions and acquire all permits and licenses Purchase the “Hook and Ladder” property from the Reds and contract with the State of Utah for adjoining property. See map at the back of this document. Build power, waste water and other utilities on the property for phase one infrastructure and the base for other phases Build Conference Center and hotel with associated amenities and infrastructure *For a more detailed description of Phase II activities please see section, “Product Strategy” in the business plan. Phase II - Youth Development Center SBU, Hotel and Food Services SBU and Ranch Operations SBU In this phase of development, we plan on establishing our Youth Development Center, Food Services and Ranch Operations by implementing the following general activities: Creation of our own unique youth development center called Entrada o Establish a brand and establish a niche for this new business o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainers, coaches, counselors and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services o Purchase the Lopez Arch property from the Red’s. (approximately 3,000 acres) Construction of Entrada, the youth development center with its amenities and infrastructure o Generate architectural plans, drawings, renderings, models for the construction of phase II of the project. Complete all land use studies required by county and funding institutions and acquire all permits and licenses Establish a Hotel and Food Services SBU. Move the existing hotel with its amenities into this SBU o Construction of the RV and camping area with its amenities o Develop the infrastructure to support this new enterprise including policies, procedures, processes and tools Establish a Ranch Operations SBU o Construction of Ranch house with the purchase of initial herds of horses, cattle, buffalo, elk and other misc farm animals and the planting of gardens and fruit orchards © The WellSpring Institute INC. All Rights Reserved 7 Confidential o Executive Summary Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools *For a more detailed description of Phase II activities please see section, “Product Strategy” in the business plan Phase III – Establish Hunting and Real Estate SBU’s In this phase of development, we plan on establishing our Hunting and Real Estate SBU’s by implementing the following general activities: Establishment of the Hunting SBU o Establish a brand and establish a niche for this new business o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainers, coaches and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services o Acquire LaSal Mountain property o Construction of hunting lodge o Add winter activities to products and services Establish Real Estate SBU o Construction of low income housing o Establish a brand and establish a niche for this new business o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainers, coaches and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services *For a more detailed description of Phase III activities please see section Product Strategy in the business plan Phase IV – Establish Senior Housing, Sports and Recreation SBU’s and enhance our Real estate SBU. In this phase of development, we plan on establishing our Senior Housing and Sports and Recreation SBU’s by implementing the following general activities: Establish a Senior Housing SBU o Establish a brand and establish a niche for this new business o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainers, coaches and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services o Purchase Looking Glass Arch property owned by the Reds (aprox 36000 acres) o Construction of senior care center and hospital Establish a Sports and Recreation SBU o Establish a brand and establish a niche for this new business © The WellSpring Institute INC. All Rights Reserved 8 Confidential Executive Summary o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainers, coaches and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services o Construction of sports center, tennis courts and other “on site” recreation activities o Construction of 18 hole golf course, putting range and miniature golf facility Construction of 10 timeshare/owner occupied/rental buildings to enhance Real Estate SBU *For a more detailed description of Phase IV activities please see section Product Strategy in the business plan Phase V – Establish Retail SBU, Establish Transportation Systems, Enhance Existing SBU’s In this phase of development, we plan on establishing our Retail SBU and establish the transportation systems by implementing the following general activities: Establish Retail SBU o Establish a brand and establish a niche for this new business o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainer, coaches and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services o Construction of Mall Town, shops and restaurants o Move existing retail business into this SBU Establishment of transportation systems, railroad, wagons, stagecoaches Build 2nd 18 hole golf course Construction of 25 additional timeshare/owner occupied homes *For a more detailed description of Phase V activities please see section Product Strategy in the business plan Phase VI – Establish Indian Culture Center and Enhance Existing SBU’s In this phase of development, we plan on establishing our Indian Culture Center SBU by implementing the following general activities: Establish Indian Culture SBU o Establish a brand and establish a niche for this new business o Develop the infrastructure to support the new enterprise including policies, procedures, processes and tools o Hire sales, marketing, trainers, coaches and administrative personnel to facilitate the delivery of our products and services o Begin to generate revenue with the sale of our products and services o Purchase western piece of Looking Glass property o Construction of Indian Culture Center © The WellSpring Institute INC. All Rights Reserved 9 Confidential Executive Summary Purchase water running and jeeping companies *For a more detailed description of Phase VI activities please see section Product Strategy in the business plan Joint Ventures In an effort to reduce risks and generate products, services and revenue while fund raising and construction are in process, the following joint ventures have been established. Sandman Studios and Paralight LLC. These sister organizations boasts a full service creative agency specializing in CG animation, visual effects production and interactive multimedia. They have the ability to deliver everything from initial concept and design to development, production, post-production, integration and implementation. Our partnership will provide us with the following: We use their technology, products and services in the delivery of our blended learning solutions They will provide all of their editing, layout, printing, publishing and distribution services and expertise to us for the publishing of our business books, workbooks and other printed material. They will assist us in the development of our “Edutainment Brand” of products and services utilizing their expertise in feature film and 3D production Share their client list and provide recommendations such that we can mine their contacts for potential sales. They will provide special pricing levels for their services to us. They will allow us to position their products and services as a competitive advantage and niche for our service and sell it under a licensing agreement with our other products and services They will be an active participant in the Training Company’s Management and Employee development and training programs Copious Innovations LLC - This organization boasts an innovative web based video conferencing software called virtiualsitdown and an education solution called Effective Action Program. Our partnership will provide us with the following: o We use their technology, products and services in the delivery of our blended learning solutions o We become part of their beta testing group o They will launch their product with our Entrepreneur Fast Track and Seven Days Program launch o They will share their client list and provide recommendations such that we can mine their contacts for potential sales for us. o They will provide special pricing levels for their services to us. © The WellSpring Institute INC. All Rights Reserved 10 Confidential Executive Summary o They will allow us to position their product as a competitive advantage and niche for our service and sell it under a licensing agreement with our other products and services o They will be an active participant in the Training Company’s Management and Employee development and training programs o We become their Training Solutions provider The Training Associates - The Training associates are the largest provider of training delivery solutions and trainers on-demand in the country. Our partnership will provide us with the following: o Position our training company and more particularly our trainers for some of the top training opportunities in the industry. o Market our unique training products across the country o Provide training contracts to enhance our service portfolio and client base. Morgan Stanley-Smith Barney – They are recognized as one of the industry's premier global wealth management firms. Our partnership will provide us with the following: o A large long term mergers and acquisitions project that will entail a financial system rollout for all of their operations across the country. Scott Baird has been identified as one of their training consultants and will be working with them in the integration of their new financial system. Aeon Technology Group. Aeon is a full service IT solutions company focusing on software and web application development, website design and development and call center services. Our partnership will provide us with the following: o We use their technology, products and services in the marketing and sales of our blended learning solutions o They will provide all of their telemarketing services for the sales and distribution of our products and services o They will share their client list and provide recommendations such that we can mine their contacts for potential sales o They will provide special pricing levels for their services to us o They will allow us to position their products and services as a competitive advantage and niche for our service and sell it under a licensing agreement with our other products and services o Be an active participant in the Training Company’s Management and Employee development and training programs Competitive Analysis In our research we discovered that there are many different types of Ranch and Lodge vacation destinations. The resort ranch industry uses the following categories to differentiate their services. Working Cattle Ranches, Dude/Guest Ranches, Resort Ranches, Family Ranches, Fly Fishing Ranches, Cross Country Skiing Ranches, Whitewater Ranches, © The WellSpring Institute INC. All Rights Reserved 11 Confidential Executive Summary Lodges, Executive Conference Ranches, Foreign Language Ranches, Luxury Ranches and Spa Ranches Trends 2010 and On - The interest in ranch vacations continues to grow in response to the overwhelming pace of life. To meet the demands of the travel marketplace new ranches are being developed. "Pampering" becomes more a part of the ranch experience - Spa Ranches and Luxury Ranches are targeting upscale travelers who want the very best and are willing to pay top dollar for it. Then again, many prefer the old fashioned dude ranch and cattle drive experience and there are hundreds to choose from. Mothers and families will see more children’s programs to choose from - many offering ALL day programs. Overall it is an exciting time. It is wild, it is beautiful and it is an experience that you will remember the rest of your life. Utah On-Site Inspections - In looking at the viability of The Ranch, we investigated most all of the existing resorts in southern Utah. These resorts included: The Red Cliffs Lodge Zion’s Ponderosa Ranch Resort – Zion’s Canyon Clear Creek Family Ranch – Zion’s Canyon Western Town – Bryce Canyon Ruby’s Inn – Bryce Canyon Jacob Lake Inn – Gateway to the Grand Canyon Kaibab Lodge – Grand Canyon Grand Canyon Lodge Wind Walker Guest Ranch – Spring City Utah Sundance – Provo Utah Daniels Summit – Park City Utah Sorrel River Ranch – Moab Utah All of these resort communities have positive features in their own right, but none of them have all of the advantages we will offer at our ranch facility. In particular they all rely on vacation travelers to fill their rooms and book their activities. In our facility we enhance the bookings of the vacation traveler by bringing in our own clients to the property via training and development programs, youth conferences, family reunions, sports training and other celebrity hosted events. Most of the resorts in Utah report 100% capacity in the spring, summer and fall months. Many of them close down in the winter months because of low bookings. In spite of this short season, most all of them are profitable and have bookings three years in advance. With our unique blend of activities and events, we will be able to fill our facility year round. Strengths, Weaknesses, Opportunities & Threats (SWOT Analysis) Strengths - The following are a few of the strengths of the RANCH © The WellSpring Institute INC. All Rights Reserved 12 Confidential Executive Summary Proximity to Moab Only private land available in the area Private land is surrounded by forest service and BLM land allowing us unlimited access and use Already established and county maintained ATV and horse trails Proximity to LaSal Mountain Rangers with Pine Forest and escape from summer heat and access to winter activities Property is located directly off the main highway Electric power is located within 5 miles of the property Property offers space for a wide variety of activities that will appeal to a wide range of customers Existing business relationships with Fortune 500 Companies Asian youth markets Japanese travel agencies Las Vegas bookers The WellSpring Institute Clients I Learning Pros Clients Abundant wildlife for hunting activity including: white mule deer, wild turkey, elk, bear, white tail, squirrel and jackrabbits just to name a few Large acreage of land so operations can spread out to create an old west environment Highly trained and experienced personnel Synergistic product mix that provides a destination retreat environment Strong and growing tourist season history in the Moab and San Juan county areas Positive business development environment in San Juan County Current positive trend in the continuing education environment Development of own power plant provides opportunities for resale of energy Relationship and experience of the Wellspring Institute Gas line and rights currently available on property Unlimited water rights Large acreage of grazing rights available Built in “product launch with the Entrepreneur Fast Track Program and Seven Days to Prosperity and Fulfillment” to help cover operating expenses Weaknesses - The following are a few of the weaknesses of the RANCH Opportunities Large integrated business development effort Large funding requirements No current infrastructure on property Close knit “green” community in Moab Opportunities - The following are a few of the opportunities of the RANCH Build a “one of kind” business © The WellSpring Institute INC. All Rights Reserved 13 Confidential Executive Summary Purchase some of the most pristine land in southern Utah Create a showplace for Western America culture Develop an American Indian Culture Center Create a showplace for “green” construction and self supplied resources Generate jobs and prosperity for hundreds of individuals Threats - The following are a few of the threats to the RANCH Economy stays flat and travel and training business does not grow. Other competitors enter market Attitudes of Moab residents resistant to change and business development Category/Competitive Best Practices We believe our competitive advantages are: Location - Private land in the middle of Canyon Lands is in limited supply. The Red’s property is the only private land in the area. Proximity to National and State parks such as Arches, Bryce Canyon, Goblin Valley, Dead Horse Point, Needles, and Canyon lands Proximity to Las Vegas allows us to put together package deals to attract longer staying guests. Moab Attractions – River running on the Colorado River, world acclaimed slick rock mountain biking and jeeping, national parks are just a few of the activities that attract over 2 million vacationers to the Moab area each year. Marketing Prospective – From our research, all of the other ranches we surveyed rely only on word of mouth marketing. Some have web sites and participate in national booking companies. A few have relationships with travel agents. None have a formal sales force actively engaged in bringing business to the operation. Our unique reputation in training (TWI) with experience in international markets should position us with the strongest sales force around. Combination of ranch, resort and conference center – Our research indicates that no other vacation ranch in the world can boast a first class ranch, resort and conference center combination. Most operations are ranches or resorts, only a few conference centers in this category exist. We believe this combination will attract additional visitors. Training Programs, Dedicated products – We have access to over 400 different training programs and the expertise of the world’s best trainers. Sales and Marketing Strategy We believe that our market is very attractive and our enterprise is one of the strongest in the industry, as a result we will want to invest our best resources in support of our offering. © The WellSpring Institute INC. All Rights Reserved 14 Confidential Executive Summary As a result we will implement a DIFFERENTIATION STRATEGY of creating a product or service that is perceived as being unique "throughout the industry". Our emphasis will be on brand image, variety of services, superior customer service, strong sales and marketing network and other aspects that are specific to our industry. We believe this uniqueness will also translate to profit margins that are higher than the industry average. In addition, some of the conditions that should exist to support a differentiation strategy include strong marketing abilities, effective product engineering, creative personnel, the ability to perform basic research and a good reputation are already in place with The WellSpring Institute. Internet Marketing Commerce The Internet is indispensable to our business as a marketing, sales, customer interface, inventory tracking and training tool. The Internet provides opportunities for sales, marketing, fulfillment, customer interaction, customer information, reaching a wider audience, selling to customers outside our local market and the ability to be located by search engines adding millions to the potential customer pool. As Internet access and use increase globally, so will The Ranch’s market. Our products can be located, read about, viewed, demonstrated and purchased by customers anywhere on Earth with Internet access. The Internet is primarily an advertising, information, customer service, ordering, and dealer training channel. By providing product photos, descriptions, system specs, system requirements, comparative charts, use specifications, regulatory data, program or service options, ways to contact us, online customer support, ordering and other useful information, The Ranch’s Web Site will become a useful marketing, pre-sales, post-sales, customer service, support, public awareness and industry awareness tool. Web Development Strategy The public site will serve as the face of the Ranch. Thus it will be used for branding purposes as well as for Information, vacation planning, sales and booking. For online sales, we will establish an account with Authorize.net to process orders and credit card verification, and then transmit the order files to us, our manufacturing and fulfillment facility for fulfillment. As The Ranch’s site evolves, customer satisfaction, customer responses, customer awareness and industry awareness will be extremely positive and helpful in improving our image, reputation and sales as a result. Management Team As of the date of this writing, we have hired or contracted with 1 member of our Executive Team, 7 members of our Administrative Team, 2 members of our Operations team and all members of our design team. While we have narrowed our search to 3 © The WellSpring Institute INC. All Rights Reserved 15 Confidential Executive Summary construction companies, we have as yet to identify the actual team for our construction work. Most of our administrative service team comes to us via The WellSpring Institute, an equity partner which we have contracted for these services. In addition we have contracted with Center Sky Architecture, Phelps Engineering, and other equity partners to lead our development team. They, along with other team members, will oversee the development and construction of the project. We are actively searching for other individuals to add to our operations team. It is our intent to delay adding additional fulltime personnel until sufficient funding justifies such commitments. We believe that our future success will depend in part on our ability to attract, integrate, retain and motivate highly qualified personnel, and upon the continued service of our senior management and outsourced relationships. Competition for qualified personnel in our industry and geographical location is intense but with our aggressive compensation and world class human resource practices, we believe we will find the best qualified individuals for each of our positions. The following chart illustrates the senior management functions as identified today. Scott Baird, President and CEO - Our company president and CEO is Scott R. Baird, founder and vision champion. As a world renowned educator, motivational speaker, writer and business developer, Scott has over 30 years in management and organizational development experience. He has successfully started, managed and sold six different companies including: Banana Boat Rider of Hawaii, Strategic Human Resource Solutions, All for Kids, Because We Care Foundation, Extreme Party Toys of Utah, and The WellSpring Institute. Mr. Baird holds a Bachelor of Science degree in Business Administration and a Masters Degree in Organizational Behavior from Brigham Young University © The WellSpring Institute INC. All Rights Reserved 16 Confidential © The WellSpring Institute INC. Executive Summary All Rights Reserved 17 Confidential Executive Summary William (Bill) Sefcik, CPA MBA, Chief Financial Officer - Bill graduated with a Bachelors degree from the University of Calgary in 1983. Latter he received a Masters in Business Administration in 1985 from Brigham Young University. He is currently a certified Public Accountant. Bill has worked in a number of capacities as a manager and VP through 1993 with a large distributor of heavy duty truck parts company. He has worked for such companies, as Met Life, Honeywell, ING and Boeing. He also worked for a couple of accounting firms in their tax departments from 95-2000 when he decided to branch off and start his own firm WJS & Associates CPA’s. WJS is a strategic Partner of The WellSpring Institute and as such will operate under contract as our Chief Financial Officer. Other associates of WJS will also serve as contractors to the Ranch operations in the accounting function. Paul Nutt, Vice President Human Resource Management - Since graduating with his MBA in 1990, Paul has worked in a number of organizations as a human resource generalist including: Wells Fargo Bank, Strategic Human Resource Solutions, Novel, Word Perfect and Softcopy. Nate Gibby, Vice President Marketing - Nate has spent approximately a decade providing marketing services. Prior to founding Serfwerks, he served as the director of marketing for Costa Vida Fresh Mexican Grill, a restaurant franchise of approximately $20 million in annual sales. He worked as a marketing consultant for Salt Lake-based marketing services agencies Skogen Group and Senergy, with a heavy focus in web and electronic marketing methods. Tim Lee, Chief Technical Officer - Mr. Lee has 15 years International Sales Management and Information Technology experience. He is fluent in Portuguese, has an understanding of Spanish and Romanian. He has 10 years Solution Sales and Account Management experience. Three years ago he founded and currently manages AEON an online Information Technology company which specializes in the development and maintenance of website, hardware and software solutions and technical engineering as well as customer and technical service call centers. Paul Savage, Legal Council - Paul is Chair of Kirton & McConkie's Tax Practice Section and a member of its International and Corporate Practice Sections. His practice covers a broad range of areas related to domestic and international business and taxation, including international tax planning, market entry strategies, cross-border licensing and sales, transfer pricing, civil tax controversy (audit defense and representing clients before the Internal Revenue Service in collection matters), criminal tax defense, and federal tax planning for businesses as well as tax exempt entities. Stan Freeman, Director, Ranch Development and Construction - The past 12 years, Stan has worked in the Construction Industry in all types of the construction positions. From general contractor to his most recent position of VP of construction and maintenance, Stan has provide leadership and direction to the successful completion of a varied of projects. Kelly Kennedy, Director Ranch, Livestock and Farm Operations - Kelly has been involvement in ranching operations for over ten years. This includes management of the © The WellSpring Institute INC. All Rights Reserved 18 Confidential Executive Summary Kennedy Ranch in Randolph, UT and the Bowman Ranch in Morgan, UT. Responsibilities included animal maintenance including pregnancy and breeding, branding, dehorning, castration, vaccinations, land and equipment maintenance, including fence repair and alfalfa production. Kurt Mortensen, Director, Training and Conference Center - Kurt is one of America’s leading authorities on persuasion, negotiation and influence. Kurt is the author of Persuasion IQ and the best-selling book Maximum Influence. His next book, The Laws of Charisma, is scheduled to be released in September of 2010. Kurt has earned a Master of Business Administration at the Joseph M. Katz Graduate School of Business and Bachelor of Arts in communications from Brigham Young University Mark Adolf, Director, Elder Center and Medical Services - Mark Adolf brings more than 33 years of experience in developing real estate to the company—including 26 years at the executive level. During his long career, he has designed and managed residential, commercial, institutional and industrial construction projects in both the United States and Europe. Mark Adolf built Senior Housing in the 1970’s for Colson and Colson who had the largest portfolio sale in the Senior Housing Industry. The Ranch Design Team After a world wide search, Center Sky Architecture was chosen from 25 different organizations to be our architecture and development partner. They have been granted an equity position in the company and have been charged with bringing together a team of highly qualified organizations and individuals to meet the variety of challenges for this project. We believe that they have pulled together a world class team that is energized to design for us a one-of-a-kind, world class destination resort and conference center. Architecture - Center Sky - Jamie B. Daugaard, AIA, LEED AP, NCARB - Development Project Manager - Jamie Daugaard, LEED AP certified Principal Architect, was raised in the Grand Junction, Colorado area and attended Montana State University in Bozeman, Montana. After graduating from Montana State University, Jamie served his required internship with firms in the Grand Junction area, which allowed him to progress and increase his architectural knowledge base in higher end residential, commercial, institutional, and resort/hospitality. In his role as Principal Architect, he directs the firm in marketing, project design, client services, and overall planning. Civil Engineering: Phelps Engineering - Lonney Phelps- Engineering Project Manager - Lonney is a registered professional engineer in the state of Colorado. He holds a BS in Civil Engineering from CU-Denver and has completed a BS in Construction Management from Colorado State University. Lonney started his career in this field in 1979 with an Associates Degree in Civil Engineering Technology from Mesa State College. Lonney, Owner and President of Phelps Engineering Services, Inc, is responsible for project management, client relations and providing quality control and assurance. He has more than 25 years of engineering, development and construction management experience. Landscape and Architecture: DMH Design - Gregg Brown, Landscaping Project Manager - With over twenty years experience in resort planning and design, land use © The WellSpring Institute INC. All Rights Reserved 19 Confidential Executive Summary planning and urban design, Gregg has managed a wide range of resort, residential development, commercial, parks and open space projects. Prior to joining DHM Design, he worked for several years in the public sector, gaining a broad-based knowledge of parks design, recreation planning, streetscape design, and governmental methodologies. Gregg has placed an emphasis on designing places for people to live, work, and play even on steep or difficult sites with challenging environmental conditions. Recommended CMGC Firms The following construction companies have been recommended and prescreened by Center Sky for our consideration. Casey Smith Fine Home Builders primary focus has been high end construction, bringing quality as well as value to numerous projects. In 1994 the demand for the Smith brand expanded to the Roaring Fork valley and Aspen, Colorado. Notable projects in highly visible locations brought Smith and Company much success. One of the more noteworthy projects constructed was fifty 2,300 square foot dovetail log cabins at the Roaring Fork Club in Basalt. The company employs men and women focused on the professional outcome of every project that is contracted. Smith and Company is an integrated company utilizing the latest of technology and software systems. Today Smith and Company stands ready for the next challenge to present itself. Shaw Construction provides unsurpassed pre-construction and construction services to its clients through a collaborative “Team Managed Approach.” Shaw provides services for a wide range of project types, including iconic resort projects in remote areas, and every aspect of resort development including ultra luxury custom homes, hotels, spas, Guest Services and amenities, recreation centers, employee housing, emergency services, and infrastructure. Shaw’s expertise includes appropriate selections of systems to balance first cost, life cycle cost, quality, speed of construction with relevance to regional labor and material constraints: Conceiving efficient superstructures in wood frame, log, adobe, and conventional steel and concrete, Directing appropriate MEP systems including Ground Source Heat Pumps (GSHP), solar photovoltaic and hydronic systems, Analyzing bridge and infrastructure projects, Phasing complex logistics and building sequential delivery to maximize cash flow efficiency. Shaw is a leader in sustainable development with (14) LEED accredited professionals. Teton Heritage Builders was established in 1996 as an innovative full service builder in Jackson Hole, Wyoming. In 2003 we opened an office in Bozeman, Montana successfully expanding our services to include Southwest Montana. Since that time we have carved a unique market niche with a creative blend of sophisticated construction acumen, aggressive scheduling and total quality management. We recognize that quality is paramount in every project we build. THB has consistently provided our clients with the highest level of quality construction in the industry, but in order to be the best builder we must also maintain the value of our clients’ buildings by controlling costs. To that end, we offer more than 300 years of construction experience in our key personnel combined with the latest techniques in scheduling, estimating, and budgeting and © The WellSpring Institute INC. All Rights Reserved 20 Confidential Executive Summary project management to provide the most cost-effective method to achieve the highest quality projects in the Rocky Mountain West. Financial Statements The following discussion and analysis of our financial condition and plan of operation contains forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by the forwardlooking information. Factors that may cause such differences include, but are not limited to, availability and cost of financial resources, product demand, market acceptance and other factors discussed in our business plan under the heading “Risk Factors”. This discussion and analysis of our financial condition and plan of operation should be read in conjunction with our financial statements and the related notes included in the business plan. © The WellSpring Institute INC. All Rights Reserved 21 Confidential © The WellSpring Institute INC. Executive Summary All Rights Reserved 22 Confidential Executive Summary Conclusion Request – We are looking for a commitment of $50,000,000 in equity or loans. We are prepared to offer a seat on the Board of Directors and equity position in the company for the investment. © The WellSpring Institute INC. All Rights Reserved 23 Confidential Executive Summary Market Success - Based on the attached financial projections, our research, our own personal experience, and careful scrutiny of our customers and our focused market area, we are convinced that the market for The Ranch product(s) and services will support the accomplishment of our goals and objectives. We have built in specific means of measuring our effectiveness in our marketing efforts, engaged with strategic partners and secured co-marketing relationships to support our success. The market is still wide open and growing quickly and forecast to enjoy consistent, steady growth. We fully intend to lead the industry in our market and position ourselves as the world leader in executive education, ranch operations, youth programs and elder care. We fully anticipate reaching our break-even point by the end of 2013. Which we believe will be ahead of schedule—and profitable in just 3 years. We will drive 95% of profits back into the company, to support our planned acceleration of loan payments and the reduction our line of credit balance to zero and be operating debt free on cash from sales, with cash reserves equal to one full year of operating expenses. Future Growth - Approaching our goals aggressively will allow us to build an even stronger position than indicated in this plan. Our most recent test marketing indicates that demand may be greater than originally projected particularly with the current political trends. With careful monitoring, we will be prepared to respond immediately to such shifts in the market, and protect our market share and profitability. As we expand our Internet presence to encompass online sales we expect to further strengthen our market position. We are excited about the prospects of turning this business into a recognized contributor in our community, effectively meeting the needs of our customers, and growing with them as the market and their needs change. Investor FAQs Can’t people do this all by themselves? Why do they need your product and service? Sometimes they can and they often do. The internet is rampant with “do it yourself” instructions and kits with individuals trying to sell their “home made” product or service. Our business is to stay on top of these individuals and synthesize the best of everything and give it to our customers in a safe, reliable, affordable and integrated format. Going forward, we plan on introducing 100+ different “green energy” products and services. This is very do-able from our side and very compelling from every customer’s perception. Why haven’t you raised money sooner? Until now, we have been assembling our management team, developing and testing our products and services, surveying our market(s), and making sure that the company is fully compliant for raising capital. The company has already raised a round of capital from friends and family. We are now seeking additional, professional capital from appropriate investors who can not © The WellSpring Institute INC. All Rights Reserved 24 Confidential Executive Summary only provide needed cash, but can also include their unique expertise and industry contacts to assure our success. What is THE RANCH doing differently? The simple thing to do is build a hotel and conference room and put out a shingle as an executive conference center and youth retreat—and that’s what our competitors have done. We constantly evaluate our competitors and what we see is that they’ve added nothing new. At The Ranch, we’ve taken advantage of synergistic product offering, plus we work with specialists in many areas of business—these are active business experts who share with us what is currently working in the real world. What builds the most value in the Company? The most expensive part of building a business is marketing. Therefore, our reputation, brand image and experience are the major component of long-term value. Technology comes and goes, but who you are remains. The size and quality of our customer base, our strategic alliances and marketing relationships are what IPO investors or acquiring companies really value. The company has a low overhead and burn rate. The profit margins on our products are good and can be made even better by continued engineering and revising of our product and /service. Given that we can solve and/or simplify the “booking” challenge involved in strengthening our bottom line, The Ranch can cost-effectively develop many successful products that should tie-in nicely with the our other offerings. A broad product offering can be used to The Ranch’s advantage. There are some products that can be developed or modified to ‘sell’ into larger companies. A key factor will be how the company can develop a way to raise capital to support the product development and marketing expenses. In order to optimize the capital, an option would be a ‘pay’ program that includes revenue participation to the content contributors and technical developers, as well as the investors. Invest in THE RANCH I believe in The Ranch and think that it has very real potential and a very bright future. As a wise investment, the company provides a solution to many real problems experienced daily by many people ready, willing, and able to spend money for the results. These are real products, in a viable business model, showing profits and credibility and an enormous customer base. Furthermore, it’s an understandable product anyone can explain and refer at a cocktail party! It will be easy and inexpensive to demonstrate value to new customers—as well as to quickly convert many current customers at the Ranch. All promotions will link to our compelling web demo to offer proven solutions—right now—at prices enabling any customer to take immediate action to purchase or subscribe. © The WellSpring Institute INC. All Rights Reserved 25 Confidential Executive Summary We’ve got the experience, the right product mix and the people and we’re ready—the world is waiting. Thank you very much for considering investing in The Ranch, Resort and Conference Center at Moab Utah Warm regards, Scott Baird President and Chief Operations Officer © The WellSpring Institute INC. All Rights Reserved 26 Confidential Executive Summary Support Documents Area Map – Red = Paul Red’s Property for sale; Blue = Utah State Land © The WellSpring Institute INC. All Rights Reserved 27 Confidential © The WellSpring Institute INC. Executive Summary All Rights Reserved 28