Assets in order investor overview ppm

INVESTOR OVERVIEWQ1/Q2 2015

www.assetsinorder.com

Please contact David Harris, CEO or Damon Williams, SVP – Operations for inquiries

Assets In Order, Inc.1980 Post Oak Blvd., Suite 1500 Houston, Texas 77056www.assetsinorder.com

Assets In Order is poised to become the leading global online asset planning and protection platform by leveraging the power of our secure information distribution solutions.DAVID HARRIS, FOUNDER & CEO

David HarrisChief Executive Officer

Direct (713) 906-6322 [email protected]

Damon Williams Sr. VP - Operations

Direct (281) 250-0799 [email protected]

Dear Potential Investment Partner,

While having dinner, a close friend shared with me that his wife had lost her father unexpectedly. His wife and mother in-law were left with the difficult task of finding burial plans, bank accounts, life insurance policies, his will and other financial documents. I left that night with the idea that there needed to be a simple, easy and inexpensive way for a person to get their assets in order.

Over the past three years, I have worked with a group of designers, programmers and digital distribution specialists to launch Assets In Order as a Software as a Service (SaaS) platform with the mission of becoming the leading global online asset planning and protection solution. Our securely encrypted products and robust platform design have been tested and proven to securely provide digital data:

• Consolidation • Organization • Storage • Distribution

Our patent pending Legacy Lockbox™ allows Assets In Order to keep information safe from unexpected events like theft or natural disasters while ensuring that designated recipient(s) have valuable information in the event of the member’s death or incapacitation.

Through our Going Green Initiative and Asset Planning & Protection Platform (AP3), Assets In Order is now poised to leverage the power of our proprietary technologies to deploy distribution channels aimed at increasing market engagement, brand support, and customer loyalty for companies across market sectors. We are confident that the competitive cost of our system and the superior operating capacities that it provides will quickly make us a leading provider in the international marketplace.

I am writing to you regarding the future of our company and seeking a business development investment. We are offering up to 125,000 shares of Class A Preferred Stock, with a minimum threshold of 4,000 shares, which represents 12.5% of the authorized equity shares of the Company in order to assist in the broader launching of our products and platform.

The proceeds from the Offering will be used to fund the expansion of the Asset Protection Platform and website, development of a mobile application for Assets In Order, retention of a CFO and COO, Marketing plan and implementation and working capital.

I encourage you to look at our website, www.assetsinorder.com to take our video tour and learn more about the power of the Legacy Lockbox™. The Assets In Order management team and I greatly appreciate your time with regard to this matter. If you require any further information, feel free to contact me at the phone number and email provided in this proposal.

Thank you again for your time,

David Harris Founder/CEO

www.assetsinorder.comInvestor Overview4

The mission of Assets In Order is to develop and deploy digital platforms that provide global distribution channels aimed at increasing market engagement, brand support, and customer loyalty.

MISSION STATEMENT

www.assetsinorder.com Investor Overview 5

Assets In Order is a Software as a Service (SaaS) company focused on digital and personal asset planning and protection. Assets In Order’s long-term goals are to create:

• A financial services and product distribution platform that major corporations and/or associations will want to purchase or license.

• A robust subscriber database for marketing partner products via the Asset Planning & Protection Platform (AP3).

We accomplish these goals through the deployment of our:

The heart of our cloud-based platform is the patented Legacy Lockbox™ data storage, security and distribution solution. Every asset planned or provided via Assets In Order is organized and distributed within its 256-bit, double encrypted software portal.

EXECUTIVE SUMMARY

Legacy Lockbox™

Going Green Initiative

Asset Planning & Protection (AP3)


The Legacy Lockbox™ is an online organizing solution allowing digital copies of pertinent documents such as insurance policies, estate planning documents, financial accounts and passwords to be safely stored and then accessed by you or your loved ones when needed.

Our product marketing outlines the importance of preserving wills, financial documents, photos, videos and family memories.

We all need to make sure that our families and loved ones don’t just know that their futures are planned for, but that they know where important information is, so that nothing gets missed. A family’s stress and heartache can be greatly reduced by ensuring that vital information is organized in, and distributed from, one secure location.

The Assets In Order Legacy Lockbox™ is an information storage and distribution solution offered through our patented software solution. The Legacy Lockbox™ allows our users to securely 1) Consolidate; 2) Organize; 3) Store; and 4) Distribute digital information of personal or professional value keeping it safe from unexpected events like theft or natural disasters.

$$$$ $

$

$

More than a half million people are due an average of $116,000 in unclaimed benefits.

LEGACY LOCKBOX eliminates confusion by

providing secure storage for personal documents, estate

instruction and passwords.

In Family LegaciesLost In The System.$58 Billion

(CNN Maner/,2013)

LOST & FOUNDMake sure your hard-earned assets are received by your intended beneficiaries.

(CNN Maner/,2013)

ASSETS IN ORDER

24/7 Access

Encrypted File Storage

Death Verification

Death Confirmation

Web/Email Support

Phone Support

ASSETS IN ORDER

File Storage 1 GB

Max Beneficiaries Unlimited

Max Verifiers Unlimited

Max Passwords Unlimited

Add’l 1GB space available $5.00/yr

Retail Price $19.95/yr

AIO LEGACY LOCKBOX™


Assets In Order introduced our Going Green Initiative in August 2014 as a business sector value proposition. The Going Green Initiative provides businesses and organizations an economical and effective protocol powered by the Legacy Lockbox™ that reduces paper consumption, cuts document delivery costs and showcases a “culture of conservation” with their customers, employees and community.

The Going Green Initiative is driven by the realization that every traditional distributer of important documents faces the same issues:

1 Resource costs associated with printing and shipping hard-copy documents.

2 Negative environmental impacts of paper-driven document production.

3 The absence of effective feedback loops or marketing analytics for mailed materials.

The Going Green Initiative allows businesses to seamlessly deliver documents, images and video assets to employees and customers via our hyper-secure 256-bit double encrypted Legacy Lockbox™ layered over an industry leading Amazon EC2 cloud platform. This secure back-end solution is then joined with the output point of our client or partner companies through a proprietary application programming interface (API) source code as an interface allowing our software components to communicate with each other.

The Going Green Initiative offers savings for multiple industry sectors including:

• Insurance Carriers

• Accountants and Tax Preparers

• Hospitals and Laboratories

• Legal Document Producers

• Membership Associations

• Financial Services Companies

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met. In home medical care is often and more accurately referred to as home \health care or formal care.

Often, the term home health care is used to distinguish it from non-medical care, custodial care, or private-

duty care which is care that is provided by persons who are not nurses, doctors, or other licensed medical

personnel.[1] Home Health services help adults, seniors, Home care, (also referred to as domiciliary care, socia

is supportive care provided in the home. Care may be provided by licensed healthcare professionals who

provide medical care needs o\r by professional caregivers who provide daily care to help to ensure the

activities of daily living (ADL's) are met. In home medical care is often and more accurately referred to as home \

health care or formal care. Often, the term home health care is used to distinguish it from non-medical care,

custodial care, or private-duty care which is care that is provided by persons who are not nurses,

doctors, or other licensed medical personnel.[1] Home Health services help adults, seniors,






is care that is provided by persons who are not nurses, doctors, or other licensed medical personnel.[1] Hom

e Health services help adults, seniors, Home care, (also referred to as domiciliary care, social care, or in-home care),












is care that is provided by persons who are not nurses, doctors, or other licensed medical personnel.[1] Hom

e Health services help adults, seniors, Home care, (also referred to as domiciliary care, social care, or in-home care),







Log into Legacy LockboxAPI/SOK LayersTransfer Documents

Important Document Producers


The next iteration of Assets In Order is the deployment of our Asset Planning & Protection Platform (AP3), a branded marketing and sales platform tailored to the needs of the asset-based financial services sectors. The AP3 platform leverages a convergence of technologies heretofore not seen in the marketplace.

The AP3 platform positions Assets In Order to become the Amazon or Ebay of the asset planning and protection industry.

The robust database of users, recipients and verifiers created through both individual and business-to-business sales of the Legacy Lockbox provides a large and brand-loyal customer base for our asset-based financial services partners.

The AP3 business model provides Assets In Order the ability to profit from direct product sales, commissions on 3rd party sales, and monthly marketing/advertising fees from our partners participating in the AP3 platform.

AP3 Partners Each of our current partner companies has committed to, or shown strong interest in, onboarding the AP3 platform after seeing the value proposition of further marketing their products to a customer base that has already expressed a need or desire for asset-based planning and protection services.

With the success of our Private Placement Memorandum, Assets In Order is projected to offer this dynamic partnership opportunity by Q3 2015.

PLAN & PROTECT LI FE HAPPENS ARE YOU READY?

Assets In Order has been adopted by first-responder organizationsthat understand the need for their members to have access to asecure for planning in the event of injury or incapcitation.

Assets in order is protected by a 256-bit double encryption atop the Amazon ECZ cloud platform, providing the technical fortitude of

major financial institution system.

Asset IdentificationQuestions

ANSWERED YES

ASSET PLAN NEEDED

FINANCIALASSESSMENT

INSURANCEOR OTHERPRODUCTS

ESTATEDOCUMENTSPLATFORM

CALL CENTER

YES

YES

YESInterested

Not Interested

NO


Assets In Order understands how important it is that our customers have fully-integrated mobile access to the digital assets that they value most.

The implementation of both Apple and Android compatible mobile applications will complete the data acquisition, asset access and marketing interaction framework of the Asset Planning & Protection Platform.

With the success of our Private Placement Memorandum, we project the full implementation of the Assets In Order mobile application by Q3 2015.

According to CTIA-The Wireless Association®:

• Over 45 million users use a mobile device as their primary point of Internet access; and

• U.S. mobile data usage doubled in the 2012 – 2013 period with a projected increase of 650% by 2018.

PLANNED MOBILE APPLICATION


AIOServer

Security Group

Root

Availability Zone

VolumeAmazon EBS

ww

w.assetsinorder.com

Internet

AWS

www.assetsinorder.com

Instance

Internet

EBSStorage

Instance

EBSStorage

Instance

EBSStorage

Instance

EBSStorage

Default load balanced instances

ElasticLoad

Balancer

Instance Started if thereshold met

Security Group Security Group Security Group Security Group

AWS

Our hyper-secure architecture allows for the safe delivery of documents, images and video assets via a 256-bit double encrypted data storage protocol layered atop an industry leading Amazon EC2 cloud platform.

The extensive scalability of the EC2 cloud platform allows Assets In Order to add new partners and customers without costly modifications to our architecture or capital investment in expensive hardware. The diagram below illustrates the expansion capability of our architecture.

SECURITY

Future Extensibilityvia Amazon Cloud

Current Server Architecture at Amazon Cloud


MARKET POSITIONING

THREAT • Our market sector faces the general

threat that consumers could change their view of large-scale online information storage providers.

WEAKNESSES• Assets In Order holds a patent on

its software and delivery system; However, we will not be able to stop other companies from developing something similar to compete against our products.

OPPORTUNITIES• Marketing the Legacy Lockbox™ as a

product that can benefit all Internet users.

• Creating a SaaS platform that major Corporations like AARP, New York Life, Facebook, and Goggle may want to license or purchase.

• Marketing the Assets In Order mobile application to wireless service carriers as an embedded app on their devices.

• Creating a robust database of subscribers for marketing our partner companies products via the Asset Planning & Protection Platform (AP3).

STRENGTHS• Everyone, at some point in their life,

could benefit from a Legacy Lockbox™ as a safe and inexpensive way to ensure that their loved ones know the type and location of important asset information.

• It is easy for the public to understand why the Legacy Lockbox™ is needed.

• Members can take comfort in knowing that they’ve made steps to ensure that loved ones have information available to claim their legacies.


Marketing StrategyThe marketing mix defined below explains the value we will bring to our clients as well as the channels, communication, and costs that will be associated with our services.

Position StatementThe Assets in Order Legacy Lockbox is a cloud-based asset planning and protection platform solution that allows user to securely 1) Consolidate; 2) Organize; 3) Store; and 4) Distribute digital information of personal or professional value keeping it safe from unexpected events like theft or natural disasters.

Assets in Order will position itself as the leading solutions provider for asset planning and protection focusing on markets and industries that benefit the most from our services.

• Families

• Insurance Carriers

• Accountants & Tax Preparers

• Hospitals and Laboratories

MARKETING PLAN


• Legal Document Producers

• Membership Associations

• Financial Services Companies

Pricing StrategyThe expansion of cloud-based computing services and integrated platform applications has created the opportunity to reinvent the software business models. Although the practice of raising the price until the customer flinches may have been an effective pricing strategy in the era of enterprise software, much more thoughtful strategies are needed for modern SaaS platforms like Assets In Order.

Our SaaS pricing model helps to determine – among other things – AIO’s market position, whether or not our target customers can/will buy from us, and whether or not we can sustain the level of service required by those customers.

Our pricing strategy is based on three tiers:

VALUE MARKETING MODEL:Assets In Order understands that pricing strategy is ultimately a function of marketing rather than finance. Our pricing is an input that defines the consumers most likely to see value in our products. The current annual price of $19.95 for our Legacy Lockbox Heritage Membership clearly illustrates this model by observance of the 10X Rule.

Average Cost of a Safe Deposit Box: $185 - $500 per year

Heritage Membership: $19.95 per year x 10 = $195 per year

As illustrated above, Assets In Order’s value marketing pricing model easily allows for price later increases of up to 50% as familiarity with, and demand for, the Legacy Lockbox grows.

FEATURE-BASED FREEMIUM MODEL:Customers are allowed to use a free version of the Legacy Lockbox which has document storage features disabled until the customer converts to a $19.95/yr. Heritage Membership.

The Legacy Lockbox offers core features for free and charges a premium for more sophisticated components. The general idea is that instead of expensive sales and marketing efforts, the Legacy Lockbox basic version presents a low friction option for interested customers to sample our service. This minimal barrier (simple signup and startup process) for a basic service model affords users the opportunity to try the product.

The intent is that the offering meet users’ needs and entice them to pay for the Heritage Membership.


TIME-BASED FREEMIUM:This is a free trial expiring after a fixed period (typically 60 – 90 days) and offering our users time to learn the value of the Legacy Lockbox Heritage Membership. Much higher conversion rates have been observed when there is greater engagement both before and during the free trial rate with customers, so specific sales and customer conversion campaigns have been designed to support this strategy.

In all of these strategies, Assets In Order remains mindful of 5 points:

1 Target Customers: Freemium is popular precisely because it helps to quickly establish significant market share and adoption. It is therefore likely that we will attract a lot of one-time consumers which may not be ideal for our business.

2 Creating Value From Free Users: The “freemium” only makes business sense if we can then get the premium”. It is important to be thoughtful about the value of saving on marketing costs and leveraging viral marketing effects.

3 Advertising and Access to Customers: Another value creation opportunity is earning revenue through advertising and selling customer base access when our Asset Planning & Protection Platform (AP3) comes online in late 2015.

4 Learning from Free Users: Assets In Order keeps tangible, salient numbers relating to free users to understand conversion rates to paid customers and track viral referrals to gain an understanding of the ROI of these free users.

5 Cost to Serve Free Users: It is important not only to understand acquisition costs of free users, but also the continued cost of serving them.

Distribution StrategyOur initial focus will be in utilizing the dynamic reach of social media and establishing the brand as a trusted resource for family asset protection. Leveraging digital media, we will foray into email marketing, Google ads, Facebook targeted ads, banner ad exchanges, and creative partnership alliances that allow for extended reach beyond our normal advertising capacity. The B2B focus will be on establishing relationships with targeted companies that meet our core demographic of client- partners. Leveraging Texas-based business relationships is a first step as we evolve into securing business across the country.


Promotion StrategyWe will use a number of techniques to promote Assets in Order including digital marketing as well as leverage industry connections.

DIGITAL MARKETINGSocial Media Marketing

• Establishing consistent brand presence on all major social platforms

• Consistent brand messaging and fan engagement throughout each platform to assert subject matter expertise and establish brand relevance

• Polls, contests, and viral imagery to solicit an emotional response to the brand

• Encourage fans and followers to repost, like, share, in order to boost overall reach

• Strategize custom call-to-action campaigns and sales tactics to influence increased sales

Email Marketing

• Establish a diverse email marketing subscriber list of 1,000,000 unique emails containing accurate demographics and personal bio-statistical information

• Develop email communications strategy focusing on conversion campaigns and collecting additional information about our leads as we nurture throughout the lifespan of the campaign

• Strictly adhere to the CANSPAM Act and other email marketing best practices

• Develop various modes of content to be delivered via a company email newsletter (educational, sales oriented, testimonials).

Blogging

• Create an engaging platform for clients and partners to learn more about Assets in Order and most importantly asset protection.

• Curate content to cover various subjects that resonates with the intended audience.

• Monthly updates delivered via electronic distribution and social media

Targeted AdsPlace ads by demographics and targeted populations on Google & Facebook


Insurance Industry Contracts

Armed Forces Benefits Association (AFBA)• AFBA has signed a 10-year contract to co-market the Legacy Lockbox™ to 345,000 existing

members, and to later implement the Going Green Initiative for delivering policy documents to the 50,000 to 70,000 new AFBA policyholders enrolled each year.

Madison National Life Insurance (MNL)• MNL has signed a contract to co-market the Legacy Lockbox™ to 1.3 million existing members

and to implement a voluntary Going Green Initiative for delivering policy documents to the 15,000 to 20,000 new MNL policyholders enrolled each year.

A Charitable Life Financial, Inc. (ACLF)• ACLF provides insurance solutions that benefit the charitable causes of the non-profit A

Charitable Life kidney transplant charity, and has signed a contract to implement the Going Green Initiative for delivering policy documents to all new policyholders.

SALES ACTIVITY TO-DATE


Associations & Affinity Groups Contracts

State Firemen’s & Fire Marshals’ Association of Texas (SFFMA)• SFFMA has the support of over 1,200 fire departments, 22,000 individual members, 80

industrial fire brigades, EMS and international departments. SFFMA has entered into a contract to market the Legacy Lockbox™ to SFFMA’s 22,000 existing members.

Iowa Firefighters Association (IFA)• IFA has over 15,500 members across Iowa and has entered into a contract to market the

Legacy Lockbox™ to IFA’s 15,500 existing members.

Omega Psi Phi Fraternity, Inc. (Omega)• Omega is an international fraternal organization with over 700 chapters and 100,000

members. Omega has entered into a contract to market the Legacy Lockbox™ to Omega’s 250,000 existing members.

Contracts Pending

LegalShield, Inc. (LegalShield)• LegalShield supplies legal services to over 4 million members in 49 states and 4 Canadian

Provinces. AIO is working with LegalShield to design a pilot project for the limited implementation of the “Going Green” solution across a limited audience of its customer base.

Estate Docs Pro, Inc. (EDP) • EDP offers a technology specifically developed to make estate planning quick, easy, and

affordable. AIO has an agreement in principle to provide the Going Green Initiate as the permanent platform for the delivery of all new estate documents produced by EDP.

Colbert/Ball Tax Service• Colbert/Ball tax franchises have over 283 locations nationwide. The proposed agreement

provides for the AIO “Going Green” solution for the delivery of tax documents and information to the 25,000 to 30,000 tax returns filed each tax season.

New Life Strategies, Inc. (NLS)• NLS is a national marketing organization of over 2,000 licensed representatives offering

insurance products through Freedom Equity Group. NLS is negotiating a 5-year agreement with AIO to provide Legacy Lockboxes to its sales representatives, and to implement the Going Green Initiative for delivery of documents to new policyholders.


Year 2015 Year 2016 Year 2017 Year 2018 Total

Lockboxes Sold 108,194 204,637 224,719 261,902 799,452

Revenue

License Revenue (New) 1,678,844 3,175,360 3,486,971 4,063,929 12,405,104

License Revenue (Retained - Year 2) - 1,786,244 3,027,338 3,292,805 8,106,387

License Revenue (Retained - Year 3) - - 1,401,696 2,265,363 3,667,059

License Revenue (Retained - Year 4) - - - 962,785 962,785

Ancillary Revenue 414,791 780,956 1,030,079 392,853 2,618,679

2,093,635 5,742,560 8,946,084 10,977,735 27,760,014

Cost of Sales

Package Utilization Cost 49,848 250,965 454,259 632,198 1,387,270

Commisions - Licence Revenue 326,607 895,839 1,395,589 2,791,236 5,409,272

Merchant Processing 62,809 172,277 268,383 348,232 851,700

Customer On-Boarding Support 106,724 287,128 447,304 580,387 1,421,543

Customer Support - 173,871 294,678 320,518 789,067

545,988 1,780,081 2,860,212 4,672,571 9,858,852

Gross Profit 1,547,647 3,962,479 6,085,872 6,305,614 17,901,162

Cost and Expenses

Payroll & Benefits 1,075,105 1,764,720 1,823,550 1,893,519 6,556,966

General & Administrative 255,050 219,600 219,600 219,600 913,850

Marketing 43,500 54,000 54,000 54,000 205,500

1,373,655 2,038,320 2,097,150 2,167,191 7,676,316

Net Income (Loss) 173,992 1,924,159 3,988,722 4,137,973 10,224,846

Non-P&L Cash Transactions

Acquisition Cost - - - - -

Capital Expenditures 144,000 - - - 1,44,000

Total non P&L Cash Transaction 144,000 - - - 1,44,000

Total Cash Provided or (Used) 29,992 1,924,159 3,988,722 4,137,973 10,080,846

Cash Provided from Financings - - - - -

Beginning Cash - 29,992 1,954,151 5,942,873 -

ENDING CASH BALANCE 29,992 1,954,151 5,942,873 10,080,846 10,080,846

4-YEAR FINANCIAL PROJECTIONSThis is a conservative projection of revenues based solely upon current signed or pending contracts and a modest 2% annual growth factor.


MANAGEMENT PROFILES

David HarrisDavid Harris serves as President and Chief Executive Officer. David is a dynamic entrepreneur and innovative business strategist who has created successful enterprises in industries ranging from staffing to retail to facilities management to technology. He has been well served by his talent for envisioning marketable concepts and developing them into viable commercial realities. Harris brings over 30 years of experience in managing profitable businesses with a national footprint. Prior to founding Assets in Order, Harris founded and managed BestStaff, the largest personnel staffing firm in the South with offices in Houston, Dallas, Beaumont, Orlando, Atlanta and Baltimore. He co-founded and led BTS Team, one of America’s largest property management firms, managing over 10,000 properties in 15 states for the U.S. Department of Housing and Urban Development.

Vik JainVik Jain serves as Executive Vice President for Strategic Initiatives. Jain is an entrepreneur with extensive experience in strategically starting up businesses in various segments such as capital markets, capital raises, recapitalization, strategic direction, insurance, reinsurance, technology and financial services areas. Vik previously served as SVP and Business Lines Manager for Transamerica Life Insurance Company with ultimate responsibilities for personnel, budgets, profit and loss, actuarial, product development and product distribution. Companies successfully built by Vik Jain include a large mortgage component servicer, general insurance agencies, technology services firm, reinsurance intermediary, and general construction.

Damon WilliamsDamon Williams serves as Senior Vice President of Operations and has a wide base of finance and operations experience spanning a 20-year career of executive positions in private-sector, government and not-for-profit corporations. Williams holds Series 7 and 63 securities licenses and has structured billions of dollars in successful public-private partnerships. As an operations professional, Damon has spearheaded successful, large-scale management and logistics operations across the globe resulting in awards and recognitions including the Navy Achievement Medal and recognition by the Secretary of Homeland Security. These skill sets have done much in leveraging Assets In Order’s capabilities to Achieve Economic Stability and Exploit opportunities for sustained growth as a company.


Leslie Wilson Leslie Wilson serves as Chief Information Officer. Leslie brings a strategic and creative approach to Assets In Order that comes from his diverse entrepreneurial and consulting experiences in the tech field. He is passionate about his vision for the company, and its ability to bring revolutionary software applications to fruition. Leslie Wilson sees SaaS platforms as a place with enormous potential for growth and innovation through collaborative development. Prior to joining AIO, Leslie has worked at Fortune 500 Energy companies (Exxon, Koch, Enron), worked as a Chief Technology Officer (CTO) for an energy startup company and has worked as a Senior Technical Architect/Engagement Manager for top consulting firms, BearingPoint and HP/Knightsbridge. Leslie also currently operates IAM Brands Interactive, a full-service, global interactive and digital marketing agency. IAM Brands provides customer with internet marketing, web-based application development, design and branding strategies. IAM Brands was recently awarded the 2013 Emerging Ten (E-10) Award by the Houston Minority Supplier Development Council and its Corporate Sponsors.

T. Deon WarnerWarner & Associates PLLC serves as outside General Counsel to the Company. T. Deon Warner earned a BA in Economics from the University of Colorado, Boulder Campus, in 1981 and earned a JD from Howard University in 1984. Deon’s legal career began in 1986 with Andrews & Kurth L.L.P. in Houston, Texas, where he was a partner in the corporate and securities group from 1992-1997. Deon was appointed by the Governor of Texas to the Texas State Securities Board – 1991-1997 - and served as chairman from 1995 to 1997. Deon is a member of the Colorado bar and Texas bar. Deon’s primary practice areas are mergers and acquisitions, corporate transactions, oil & gas transactions, securities law (Blue Sky, FINRA and SEC regulation), real estate transactions, corporate law (both for profit and non-profit) and partnership law.


THE OFFERING

Securities Offered: Shares of Series A Preferred Stock, no par value per share

Number of Shares offered: 125,000 shares (the “Shares”), which represents 12.5% of the authorized equity shares of the Company.

Purchase Price: $6.00 per Share

Minimum Investment: 4,000 Shares (or $24,000)

Use of Proceeds Maximum Dollars/% Less Dollars/%

Gross Proceeds $750,000 100% $600,000 100%

Marketing Expenses $175,000 23.33% $120,000 20.00%

Website Development $200,000 26.67% $150,000 25.00%

Mobile/IPad Apps $100,000 13.33% $100,000 16.67%

Hardware $25,000 3.33% $25,000 4.17%

Management Salaries $150,000 20.00% $150,000 25.00%

Working Capital $62,500 8.33% $25,000 4.17%

Offering Expenses: (Legal, & accounting, etc.)

$37,500 5.00% $30,000 5.00%

Total Use of Offering Proceeds

$750,000 100% $600,000 100%

USE OF PROCEEDS FROM THIS OFFERINGThe proceeds from the Offering will be used to fund the expansion of the Asset Protection Platform and website, development of a mobile application for Assets In Order, retention of a CFO and COO, Marketing plan and implementation and working capital.

REGULATION D 504 PRIVATE PLACEMENT MEMORANDUM

CONFIDENTIAL NOT TO BE REPRODUCED

April 1, 2015

ASSETS IN ORDER, INC. a Texas Corporation

1980 Post Oak Blvd., Suite 1500

Houston, Texas 77056

David Harris, Chief Executive Officer Direct Phone: (713) 906-6322

Email: [email protected]

OFFERING SUMMARY Assets in Order, Inc. (the “Company’”) is offering up to 125,000 shares of Common Stock, no par value (“Common Stock” or the “Securities”) in the Company for a per share price of $6.00 per share. The Securities offered herein have not been registered under the Securities Act or any applicable state securities laws and are being sold in reliance upon an exemption from the registration requirements provided by Regulation D 504 promulgated under the Securities Act and exemptions provided under the Texas State securities laws. The following summary description of the Securities is qualified in its entirety by the subscription agreement. AGGREGATE AMOUNT OF OFFERING:

$750,000.00 (or 125,000 Shares)

TYPE OF SECURITIES: Common Stock SHARE PRICE: $6 per Share SALES COMMISSIONS: $0.00 MINIMUM NUMBER OF SECURITIES OFFERED:

None

MAXIMUM NUMBER OF SECURITIES OFFERED:

125,000 Shares

OFFERING PERIOD:

Begin on the date hereof and close on April 30, 2015, subject to extension.

Investment in a small business is often risky. You should not invest any funds in this offering unless you can afford to lose your entire investment. See Paragraph entitled “Risk Factors” for a discussion of the risk factors that management believes present the most substantial risks to you. This memorandum has been submitted confidentially in connection with the private placement of securities and does not constitute an offer to sell or the solicitation of an offer to buy such securities in any state or jurisdiction where the offer or sale thereof would be prohibited or to any firm or individual who does not possess the qualifications described within this memorandum.

Page 1 of 38

PRIVATE OFFERING TO QUALIFIED “ACCREDITED” INVESTORS ONLY

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION TO OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

THE COMPANY’S SECURITIES REFERRED TO HEREIN ARE NOT BEING

REGISTERED UNDER THE SECURITIES ACT OF 1933 IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION FOR TRANSACTIONS BY AN ISSUER NOT INVOLVING ANY PUBLIC OFFERING. THESE SECURITIES ARE BEING OFFERED ONLY TO INVESTORS WHOM THE OFFERORS BELIEVE ARE “ACCREDITED” AS SUCH TERM IS DEFINED UNDER THE SECURITIES ACT AND HAVE THE QUALIFICATIONS (AS SET FORTH BELOW) NECESSARY TO PERMIT THE SECURITIES TO BE OFFERED AND SOLD IN RELIANCE UPON THIS EXEMPTION.

QUALIFIED OFFEREES MUST ALSO (A) HAVE SUCH KNOWLEDGE AND

EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS AS WILL ENABLE THEM TO EVALUATE THE MERITS AND RISKS OF A PROPOSED INVESTMENT IN THESE SECURITIES AND (B) BE ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT. THE OFFERORS WILL BE THE SOLE JUDGE AS TO WHETHER OR NOT AN OFFEREE POSSESSES THESE QUALIFICATIONS. ACCORDINGLY, THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE COMPANY’S SECURITIES TO ANY FIRM OR INDIVIDUAL UNLESS AND UNTIL THE OFFERORS HAVE COMMUNICATED IN WRITING TO SUCH INVESTOR THEIR BELIEF THAT THE INVESTOR IS “ACCREDITED” AND POSSESSES THESE QUALIFICATIONS.

EACH INVESTOR MUST CONFIRM AND REPRESENT THAT THE SECURITIES IN

THE COMPANY ARE BEING ACQUIRED FOR LONG-TERM INVESTMENT WITHOUT ANY PRESENT OR FORESEEABLE NEED TO CONSIDER DISPOSITION OF THE COMPANY’S SECURITIES.

EACH INVESTOR WILL BE REQUIRED TO MAKE CERTAIN REPRESENTATIONS

TO THE COMPANY, INCLUDING (BUT NOT LIMITED TO) REPRESENTATIONS AS TO INVESTMENT INTENT, DEGREE OF SOPHISTICATION, ACCESS TO INFORMATION CONCERNING THE COMPANY AND ABILITY TO BEAR THE ECONOMIC RISK OF THE INVESTMENT.

INVESTMENT ADVISERS AND OTHER ISSUERS OF INVESTMENT ACCOUNTS

SHOULD NOT CONSIDER THIS INVESTMENT FOR ANY INVESTOR THAT DOES NOT POSSESS THESE QUALIFICATIONS AND SHOULD NOT TRANSMIT THIS MEMORANDUM TO ANY SUCH INVESTOR WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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IN NO EVENT SHOULD THIS MEMORANDUM BE DUPLICATED OR TRANSMITTED TO ANYONE OTHER THAN THE PROSPECTIVE INVESTOR TO WHOM IT WAS DIRECTED BY WRITTEN COMMUNICATION OF THE COMPANY.

RESTRICTIVE LEGENDS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE SECURITIES AGENCY, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THE STATE OF RESIDENCE OF THE INVESTOR, IF SUCH REGISTRATION IS REQUIRED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF (I) YOU ARE AN ACCREDITED INVESTORS AND (II) IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.

FORWARD LOOKING STATEMENTS IN THIS MEMORANDUM, WE WILL DISCUSS OUR EXPECTATIONS AND

GOALS FOR FUTURE EVENTS. ANY DISCUSSION OF A FUTURE EVENT IS A FORWARD LOOKING STATEMENT THAT REFLECTS OUR VIEW ABOUT FUTURE EVENTS OR FINANCIAL PERFORMANCE. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS WE DISCUSS IN THIS MEMORANDUM. THEREFORE, YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS WHICH ARE MADE IN ACCORDANCE WITH THE SAFE HARBOR PROVISIONS OF THE SECURITIES ACT.

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TABLE OF CONTENTS PAGE

EXECUTIVE SUMMARY 5 THE COMPANY 7 MANAGEMENT PROFILES 8 THE INDUSTRY 9 MARKETING STRATEGY 9 FINANCIALS 9 LEGAL/INTELLECTUAL PROPERTY 10 RISK FACTORS 10 USE OF PROCEEDS 14 THE OFFERING 14 HOW TO SUBSCRIBE 16 DESCRIPTION OF SECURITIES 16 PRINCIPAL STOCKHOLDERS 20 FEDERAL INCOME TAX CONSEQUENCES 21 LEGAL MATTERS 21 ADDITIONAL INFORMATION 21 MANAGEMENT CERTIFICATION (S) 22 APPENDICES 23

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EXECUTIVE SUMMARY

Assets in Order, Inc. (the “Company” or “Assets in Order”) is a Software as a Service (SaaS) company focused on digital and personal asset planning and protection. The Company has developed and deployed a digital storage platform for digital and personal, estate planning and asset protection documents. The Company’s goal is to develop global distribution channels to sell its services and increase its market share of digital storage services. The Company intends to build brand support and customer loyalty by its proprietary digital lockbox platforms. The Company’s three major services are (i) the Legacy Lockbox ™, (ii) the Going Green Initiative and (iii) the Asset Planning & Protection Platform (“AP3 Platform”). The Company is offering to investors up to 125,000 (or $750,000) in shares of its Common Stock, no par value (“Common Stock”) at a purchase price of $6 per share. At completion of the offering, assuming all 125,000 shares are purchased, the Common Stock shall represent 16.89% of the outstanding equity in the Company on a fully diluted basis (and 12.5% of the total authorized shares of Common Stock). The purpose of the Offering is to raise money to fund (i) expansion of the Asset Protection Platform and website, (ii) develop a mobile application for Assets in order, (iii) retain a chief operating officer with SaaS experience for the Company, and (iv) design and implement a marketing plan for the Company’s services. Any excess funds will be added to the Company’s working capital. The Company is currently managed by David Harris, Chief Executive Officer and founder, Vik Jain, Executive Vice President for Strategic Initiatives, Damon Williams, Senior Vice President of Operations and Leslie Wilson as Chief Information Officer. The Company will also rely on Advanced Worldwide Products, LLC, a Texas limited liability owned by Patricia Harris, to provide ongoing investor relations, PR, marketing, HR and other consulting services. After the Offering, the Company intends to retain a chief financial officer and chief operating officer with SaaS experience. The Company has entered into a contract with Pema Development to provide marketing and sales activities in exchange for up to a maximum of 2,000 shares of Common Stock of the Company.

The Company is primarily owned by Patricia Harris, Dannin Harris, Davi Raquel Harris, Pema Development and Damon Williams. See “Principal Stockholders” on page 20 of this Memorandum.

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THE COMPANY

In General Assets in Order, Inc., a Texas corporation (the “Company”, “Assets In Order” or “AIO”) was formed in June 22, 2011 to develop, patent and launch a Software as a Service (SaaS) company focused on information storage and distribution through our patented software (the “Legacy Lockbox”™). The Legacy Lockbox™ allows AIO members to store their digital assets, designate specific recipients to receive notice and access to the information and determine the events (such as a member’s death or incapacitation) to trigger the notifications and access. The Company is managed by David Harris and Patricia Jackson, who are also the majority owners. The Company intends to retain a chief operating officer (COO) with experience in the SaaS web and internet space after the closing of this Offering. The Company is currently owned, on a fully diluted basis, 60.97% by the Harris and Jackson family with the remaining 39.03% being owned 24.39% by Pema Development, 7.32% by Ms. Ester Richardson, an investor, and 7.32% by Damon Williams. There are 1,000,000 shares of common stock authorized by the Company. In connection with this offering, the Company recently restructured its equity stock from 10,000 shares of Common Stock, no par value (“Common Stock”) to 1,000,000 shares of Common Stock, and 250,000 shares of Series A Preferred Stock, no par value (“Preferred Stock”). Currently there are 615,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding on a fully diluted basis. In March 2015 prior to the Stock Split, the Company issued 2,000 shares of restricted Common Stock, representing 20% of the Company’s current authorized Common Stock (the “Restricted Shares”) to Pema Development II, LLC, a Texas limited liability company owned by Carver Henry (“Pema Development”), in exchange for Mr. Henry’s marketing and sales efforts on behalf of the Company pursuant to that certain Marketing Alliance Agreement between the Company and Pema Development (the “Marketing Agreement”). After the Stock Split, those shares converted into 150,000 shares of Common Stock. The Restricted Shares will vest upon Pema Development hitting specific marketing goals as spelled out in the Marketing Agreement. The Company also committed to issue up to 600 shares of Common Stock (or 6% of the Company’s current authorized capital) to Damon Williams pursuant to the terms of an independent contractor agreement, dated January 6, 2015, between the Company and Mr. Williams (the “Independent Contractor Agreement”). After the Stock Split, those shares converted into 45,000 shares of Common Stock. 2% of the commitment (or 15,000 shares) have been issued to Mr. Williams. Copies of the Independent Contractor Agreement and Marketing Agreement are available upon request. The Certificate of Formation and all amendments and Bylaws of the Company are attached hereto as Appendix C.

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The Business Assets In Order is a Software as a Service (SaaS) company focused on digital and personal asset planning and protection. Assets In Order’s long-term goals are to create:

• A financial services and product distribution platform that major corporations and/or associations will want to purchase or license.

• A robust subscriber database for marketing partner products via the Asset Planning & Protection Platform (AP3).

We accomplish these goals through the deployment of our:

LEGACY LOCKBOX

GOING GREEN INITIATIVE

ASSET PLANNING & PROTECTION PLATFORM

The heart of our cloud-based platform is the patented Legacy Lockbox™ data storage, security and distribution solution. Every asset planned or provided via Assets In Order is organized and distributed within its 256-bit, double encrypted software portal. The Going Green Initiative allows businesses to seamlessly deliver documents, images and video assets to employees and customers via our hyper-secure 256-bit double encrypted Legacy Lockbox™ layered over an industry leading Amazon EC2 cloud platform. This secure back-end solution is then joined with the output point of our client or partner companies through a proprietary application programming interface (API) source code as an interface allowing our software components to communicate with each other. The Asset Planning & Protection Platform (“AP3 platform”) positions Assets In Order to become the Amazon or Ebay of the asset planning and protection industry.

The robust database of users, recipients and verifiers created through both individual and business-to-business sales of the Legacy Lockbox provides a large and brand-loyal customer base for our asset-based financial services partners.

The AP3 business model provides Assets In Order the ability to profit from direct product sales, commissions on 3rd party sales, and monthly marketing/advertising fees from our partners participating in the AP3 platform.

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The mission of Assets In Order is to develop and deploy a digital platform that provides global distribution channels aimed at increasing market engagement, brand support, and customer loyalty A more detailed description of the business of the Company is set forth on pages 5 through 9 of the Investor Overview.

MANAGEMENT PROFILES

David Harris David Harris serves as Director, President and Chief Executive Officer. David is a dynamic entrepreneur and innovative business strategist who has created successful enterprises in industries ranging from staffing to retail to facilities management to technology. He has been well served by his talent for envisioning marketable concepts and developing them into viable commercial realities. Harris brings over 30 years of experience in managing profitable businesses with a national footprint. Prior to founding Assets in Order, Harris founded and managed BestStaff, the largest minority-owned personnel staffing firm in the South with offices in Houston, Dallas, Beaumont, Orlando, Atlanta and Baltimore. He co-founded and led BTS Team, one of America’s largest property management firms, managing over 10,000 properties in 15 states for the U.S. Department of Housing and Urban Development. Patricia Harris Patricia Harris serves as a Director of the Company. Patricia is the entrepreneurial force behind several successful companies. Patricia began her career as a registered nurse before branching into the medical litigation support business as an expert witness. In addition to Assets In Order, Mrs. Harris’ business interests include a national office supply company and a critically acclaimed food truck company serving the Houston, Texas market. Davi Raquel Harris Davi Raquel Harris serves as a Director of the Company. Raquel is a highly successful Project Manager with ecommerce software giant Bigcommerce in Austin, Texas. She completed her studies in Political Science at Sam Houston State University, and has since led projects integrating Bigcommerce’s software-as-a-service (SaaS) platform with several of the largest ecommerce retailers across the world. Dannin Harris Dannin Harris serves as a Director of the Company. Dannin is a 2013 graduate of Texas Southern University with a bachelor’s degree in Communications. An entrepreneur in his own right, Harris owns and operates Dannin Harris Motorcars, a successful automobile dealership located in Houston, TX and is in the process of launching a property & casualty insurance company. Vik Jain Vik Jain serves as Executive Vice President for Strategic Initiatives. Jain is an entrepreneur with extensive experience in strategically starting up businesses in various segments such as capital markets, capital raises, recapitalization, strategic direction, insurance, reinsurance, technology and financial services areas. Vik previously served as SVP and Business Lines Manager for Transamerica Life Insurance Company with ultimate responsibilities for personnel, budgets, profit

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and loss, actuarial, product development and product distribution. Companies successfully built by Vik Jain include a large mortgage component servicer, general insurance agencies, technology services firm, reinsurance intermediary, and general construction. Damon Williams Damon Williams serves as Senior Vice President of Operations and has a wide base of finance and operations experience spanning a 20-year career of executive positions in private-sector, government and not-for-profit corporations. Williams has a background in investment banking and has structured billions of dollars in successful public-private partnerships. As an operations professional, Damon has spearheaded successful, large-scale management and logistics operations across the globe resulting in awards and recognitions including the Navy Achievement Medal and recognition by the Secretary of Homeland Security. These skill sets have done much in leveraging Assets In Order’s capabilities to achieve economic stability and exploit opportunities for sustained growth as a company. Leslie Wilson Leslie Wilson serves as Chief Information Officer. Leslie brings a strategic and creative approach to Assets In Order that comes from his diverse entrepreneurial and consulting experiences in the tech field. He is passionate about his vision for the company, and its ability to bring revolutionary software applications to fruition. Leslie Wilson sees SaaS platforms as a place with enormous potential for growth and innovation through collaborative development. Prior to joining AIO, Leslie has worked at Fortune 500 Energy companies (Exxon, Koch, Enron), worked as a Chief Technology Officer (CTO) for an energy startup company and has worked as a Senior Technical Architect/Engagement Manager for top consulting firms, BearingPoint and HP/Knightsbridge. Leslie also currently operates IAM Brands Interactive, a full-service, global interactive and digital marketing agency. IAM Brands provides customer with internet marketing, web-based application development, design and branding strategies. IAM Brands was recently awarded the 2013 Emerging Ten (E-10) Award by the Houston Minority Supplier Development Council and its Corporate Sponsors.

THE INDUSTRY

A more detailed description of the industry in which the Company will compete is set forth on pages 6 through 11 of the Company’s Investor Overview, attached hereto as Appendix A (the “Investor Overview”).

MARKETING STRATEGY A more detailed description of the business of the Company is set forth on pages 12 through 15 of the Investor Overview.

FINANCIALS

An estimate of the financial projections from the operations of the Company is detailed on page 18 of the Investor Overview. These projections are based on two major assumptions:

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First, the initial funding is sufficient to complete expansion of the Asset Protection Platform, develop and execute a marketing program, retain an operating officer and develop and launch a mobile application (the “Expansion”) and second, that the accounts initiated by the marketing program will renew their subscriptions after the initial free or discounted membership.

LEGAL/INTELLECTUAL PROPERTY Legal The Company has no current lawsuits or other pending claims against it. Intellectual Property Upon completion of the Offering described in this Memorandum, the Company will also spend funds and use resources to secure the intellectual property created by the website, the product names and the Company logos. Currently, the Company holds the following proprietary and protected intellectual property:

1. The name “Legacy Lockbox” (Trademarked) 2. The name “Assets in Order” (Trademarked) 3. The website entitled “www.asssetsinorder.com” (Trademarked)

RISK FACTORS

The Securities being offered hereby are highly speculative and prospective investors should consider, among others, the following factors related to the business, operations and financial position of the Company. 1. LIMITED CASH FLOW AND LIQUIDITY PROBLEMS Currently the Company has limited cash flow and liquidity relative to the capitalization sought for the Expansion. There can be no assurance that the money raised in this Offering will be sufficient to complete the Expansion or that other cash needs will not arise during the expansion stage. 2. OPERATING HISTORY The Company has limited operating history and an existence of less than two years and it has not turned a profit since its inception. There can be no assurance that the Company will ever achieve profitability. 3. DEPENDENCE ON MANAGEMENT AND EXPERIENCED CONSULTING The Company is completely dependent on the performance of the current management team to manage, fund and operate the business; and upon the performance of IAMBRANDS, a Texas limited liability company (“IAMBRANDS”) owned by Leslie Wilson, to complete the expansion

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of the Asset Protection Platform. There can be no assurance that IAMBRANDS will timely complete the expansion, or complete it within the budget currently anticipated by management. Management does not have the financial resources to supplement or replace the efforts of IAMBRANDS should a problem arise with the current contract or with any increased costs in completing the expansion. 4. GAPS IN EXPERIENCED MANAGEMENT The Company is primarily relying on the current management team which has no experience with management of a SaaS business. The current team will initially fulfill their roles on a part-time basis. The Company has yet to fulfill any other full time officers or employees needed to operate the business of the Company that leaves the Company without experienced management at all positions. There can be no assurance that the lack, or inexperience, of management will not have an adverse effect on the Company’s ability to complete the Expansion and/or to expand operations. In addition, until the Company begins to positively cash flow, the entire management team will work for little or no compensation (in their roles as officers) and will continue to work their day to day employment endeavors away from the Company. Further, the current management team has not previously worked together as a team and there can be no assurance that all of them will be able to work together or that all will stay together as a team in the future. An abrupt change in management could have a negative adverse impact on the development and/or operation of the Company. 5. RISK OF NOT CLOSING THE OFFERING The offering will have an initial close on or before 30 days after the initial offering date at which time all of the subscriptions received through that date will be released to the Company. If the Company fails to raise enough funds to complete the Expansion, then the Company will have to prioritize the Expansion and delay certain items. If the full amount is not reached an Investor’s risk of loss increases. 6. RESTRICTED SECURITIES Purchasers of the Securities in this offering will receive “Restricted Securities”, meaning that the shares of Common Stock purchased may not be resold by the purchaser without compliance with both state and federal securities laws, including but not limited to, getting an opinion of counsel to resell the shares. In addition, the Company does not intend to repurchase any of the shares of Common Stock sold in this offering and therefore no market will be established for the resale of the shares. Consequently, holders of Common Stock may not be able to liquidate their investment in the event of emergency or for any other reason and the Common Stock may not be readily accepted as collateral for a loan. 7. OFFERING TO BE SOLD THROUGH CROWDFUDNING SITE BY OFFICERS OF THE COMPANY The offering information provided and contact person(s) are officers of the Company. The Company intends to offer the Securities through a crowdfunding website to accredited investors. No professional, licensed securities agents or broker-dealers or investment advisers are administrating the sale of the shares.

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8. FINANCIAL PROJECTIONS SUPPLIED BY THE COMPANY ARE UNAUDITED AND FORWARD LOOKING Investors must rely on the representations of management for the accuracy of the unaudited financial projections, and such projections were prepared by individuals without an accounting degree All financial projections or other financial data is supplied solely by the officers of the Company and have not been audited or reviewed by any independent professionals. There can be no guarantee that the Company will ever reach the financial projections forecasted herein. In addition, because the Company has limited prior operating history, the financial projections are solely derived from the optimistic view of management and not from any historic or proven track record. 9. IF WE FAIL TO COMPLETE SUBSEQUENT OFFEFRINGS, OUR OPERATING PROJECTIONS WILL BE ADVERSELY NEGATIVELY IMPACTED. The long-term success of our business depends on one or two additional rounds of funding. To complete another funding, we must attract new investors, and most likely institutional investors, willing to contribute millions of dollars. If we are unable to attract future investors, including institutional investors, our ability to successfully operate the business will be negatively impacted and the business may completely fail. Internet businesses have unique challenges in the market place that cannot be fully predicted or accounted for. The ability of a competitive startup to spring up overnight and cause your business model or web designed tools to be outdated is a real risk. In addition, the risk of the market (potential users) switching from one web storage company to another for delivery reasons, timing reasons, marketing reasons or no reason at all exists in this market place. Internet markets change daily and there can be no assurance that upon completion of the Asset Protection Platform, a newer, better or jazzier web platform could be introduced in the market which could negatively affect the traffic on the Assets in Order Website. 10. MANAGEMENT DISCLOSURES The President and Chief Executive Officer has outstanding certain past due debts and obligations arising in 2005 through 2010, including Federal Tax Liens, in the aggregate amount of $611,435. The above liens and judgments are in dispute and unresolved. 11. THE COMPANY IS SUBJECT TO INCREASED REGULATORY SCRUTINY THAT MAY NEGATIVELY IMPACT ITS BUSINESS The development and future growth of the Company may, now or in the near future, be subject to a number of new regulatory laws affecting the internet and the transfer of information over the internet. These laws could impact the ability of the Company to develop and also may cause the Company to incur substantially more expense in developing and operating Assets in Order. Any such future changes will have a negative impact on the business and operations of the Company. 12. PRIVACY New and existing laws affecting a person’s privacy will have a material impact on the development and operations of the Assets in Order web portal and the Company. The Company also has concerns regarding its ability to protect a subscriber’s confidential information given the numerous internet hacking events over the past few years. Neither the Company nor Management

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can readily predict whether a person or group will target the Assets In Order website for interference or data theft in the future and there can be no assurance that any protective measures taken by the management or the Company to protect a subscriber’s privacy will be successful now or in the future. 13. INTELLECTUAL PROPERTY CONCERNS The Company has not taken exhaustive steps to protect the intellectual property used in the Assets In Order website and may not take such steps in the near future until a sufficient amount of investment is raised. In addition, the Assets In Order website is being built and maintained by IAMBRANDS and some of the components and features of the website will not be owned by the Company. Any future legal issues regarding the ownership of the intellectual property which comprises the Assets In Order website could have a significant adverse effect on the business and its operations. The intellectual property held by the Company is valuable and the Company’s inability to protect such rights could have a significant adverse effect on the Company and its operations.

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USE OF PROCEEDS FROM THIS OFFERING

Use of Proceeds Maximum Dollars/% Less Dollars/% Gross Proceeds: $750,000 100% $600,000 100% Marketing Expenses: $175,000 23.33% $120,000 20.00% Website Development: $200,000 26.67% $150,000 25.00% Mobile/IPad Apps: $100,000 13.33% $100,000 16.67% Hardware $25,000 3.33% $ 25,000 4.17% Management Salaries $150,000 20.00% $150,000 25.00% Working Capital $62,500 8.33% $ 25,000 4.17% Offering Expenses: (Legal, & accounting, etc.) $37,500 5.00% $ 30,000 5.00% Total Use of Offering Proceeds $750,000 100% $600,000 100%

THE OFFERING

Securities Offered: Shares of Common Stock, no par value per share Number of Shares offered: 125,000 shares (the “Shares”), which on a fully diluted basis

will represent 16.89% of the issued equity shares of the Company (and 12.50% of the authorized shares).

Purchase Price $6.00 per Share Minimum Investment: no minimum Capitalization (Post Offering):

Authorized: Common Stock 1,000,000 Shares Preferred Stock 250,000 Shares Outstanding Shares: Common Stock 435,000 Shares Preferred Stock 0 Shares Contracted to Issue: Common Stock 180,000 Shares Preferred Stock 0 Shares Common Shares: Voting: Voting Stock.

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Use of Proceeds: The proceeds from the Offering will be used to fund the expansion of the Asset Protection Platform and website, development of a mobile application for Assets In Order, retention of a COO, Marketing plan and implementation and working capital. See section entitled “Use of Proceeds” above in this Memorandum. Also see page 14 of the Investor Overview.

Information Rights: The Company shall make available to each holder of

Common Stock quarterly and annual informational and financial reports.

Subscription: The purchase price for each investor’s investment in the

Common Stock will be due and payable at the time of his subscription.

Closing Conditions: On or immediately after the closing of the sale of any Shares,

the Company will deliver to each investor:

(i) A Stock Certificate evidencing the Shares purchased; (ii) To the extent requested by any investor, evidence of the

Company’s organization in its state of incorporation, its authorization to carry on business in each state in which it presently operates and that the Board of Directors of the Company has taken all requisite action to approve the transactions contemplated herein.

Other Terms: The agreements relating to the transactions described herein

shall contain such other provisions as are usually found in agreements of this nature.

Offering Expiration Date: The Offering will expire at 5:00 p.m. on May 31, 2015 but the

Company will do an initial closing on April 30, 2015 and take down all funds subscribed through that date; provided that, the Company reserves the right to extend the closing of the Offering for an additional 30-day period without prior notice to subscribers.

Governing Law: Texas.

This offering is available for sale in the following states: All states in the United States allowing for an accredited investor offering.

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HOW TO SUBSCRIBE

Investors are being offered 125,000 shares of Common Stock, no par value (“Common Stock”). Investors desiring to acquire shares of Common Stock should carefully read and follow the instructions set forth in the Subscription Documents attached as Appendix B hereto, which accompany this Memorandum. Each investor will be required to return the Subscription Documents, including the Subscription Agreement, executed in duplicate, Investor Questionnaire and W-9 accompanied by a cashier’s or certified check payable to “Assets In Order, Inc.” in the amount of the aggregate subscription price set forth in such investor’s Subscription Agreement for the shares of Common Stock in full payment of its subscription.

All subscription funds will be deposited in a separate, non-interest-bearing account maintained by the Company for this Offering. Subscriptions deposited into the account may not be withdrawn by subscribers. In the event a subscriber's subscription is not accepted by the Company, the Company will return such subscription funds to the subscriber immediately upon rejection of the subscription, without interests. The Company may accept any subscription in whole or in part. In addition, the Company reserves the right to reject any subscription in its sole discretion for any reason whatsoever or for no reason and withdraw the Offering at any time prior to acceptance of subscriptions. The Offering will expire at 5:00 p.m. on May 31, 2015 except, however; the Company reserves the right to extend the closing of the Offering for a 30-day period without prior notice to subscribers (the "Offering Termination Date"). Upon the acceptance by the Company of subscriptions through April 30, 2015, the Company may approve an initial closing, immediately begin to disburse funds and approve a subsequent closing of additional subscriptions received up to the Offering Termination Date.

Expenses. The Company will pay all costs and expenses in connection with the Offering, including but not limited to, all expenses related to the costs of preparing, reproducing or printing the Memorandum, legal expenses and other expenses incurred in qualifying or registering the Offering for sale under the Blue Sky laws of the state of Texas and such other jurisdictions where necessary, all of which shall not exceed five percent (5%) of the proceeds from the Offering. It is anticipated that the total of all other costs and expenses in connection with this Offering should not exceed $10,000.

DESCRIPTION OF SECURITIES

Capital Stock The Company's authorized capital stock consists of 1,000,000 shares of common stock, no par value per share (“Common Stock”), and 250,000 shares of Preferred Stock, no par value per share (“Preferred Stock”). Common Stock The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of common stock are entitled to receive ratably the dividends, if any, that may be declared from time to time by the board of directors out of funds legally available for such dividends and the right to receive distributions upon liquidation or sale of the Company. The Common Stock has no preemptive or other subscription rights and is

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not subject to any future calls or assessments. There are no conversion rights or redemption or sinking fund provisions applicable to shares of Common Stock. There are currently as of April 1, 2015, 615,000 shares of Common Stock issued and outstanding (on a fully diluted basis including shares of Common Stock issuable to Damon Williams and to be earned by Pema Development) and no shares of Preferred Stock issued and outstanding. Common Stock

Voting Rights

The holders of Common Stock shall have the right to vote on all matters presented to the shareholders of the Company for vote, including election of the Board of Directors.

Sale of Company Assets; Merger or Consolidation

The Texas Business Organizations Code provides that, without the prior consent of a majority of the holders of Common Stock of the Company, there shall not be any sale or other disposition of all or substantially all of the assets of the Company or any merger or consolidation of the Company with or into another entity. Dividends The Common Stock will not be entitled to a dividend, except as declared by the Company’s Board of Directors, in their sole discretion. The Company’s Board of Directors may, at its discretion elect to pay a dividend in cash or in stock of the Company. All distributions will be pro rata in accordance with percentage ownership.

Capitalization Currently, the capitalization of the Company is 1,000,000 shares of Common Stock and 250,000 shares of Preferred Stock. To date, 750,000 shares of Common Stock are issued and outstanding, on a fully diluted basis, and are held principally by officers and directors and their respective families. No shares of Preferred Stock have been issued. The Company’s management intends to reserve 135,000 shares of Common Stock for issuance to key employees. As part of the Offering, the Company will issue up to 125,000 shares of Common Stock.

Voting Agreement There are no voting or other similar agreements.

Option Plans The Company intends to adopt an Incentive Stock Option Plan for employees. Up to a maximum of 135,000 shares of Common stock will be made available for issuance under the Plan.

Shareholders Agreement Summary

The following paragraphs summarize certain provisions of the Shareholders Agreement. A copy of the Shareholders Agreement is included in this Memorandum as Exhibit D. Undefined

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capitalized terms used in the following discussion are defined in the Shareholders Agreement. The following discussion is qualified in its entirety by reference to the Shareholders Agreement. Purchasers are urged to review these sections of this Memorandum and the Shareholders Agreement carefully.

Transfer of Shares

Any holder of Common Stock desiring to transfer his shares in the Company must first notify the Company in writing of the identity of the proposed transferee and the terms and conditions of the proposed transaction. If the proposed transfer is a sale for consideration, the Company has the first option to purchase all of such interest on the same terms and conditions as the proposed transfer. If the Company elects not to purchase the interest, then the selling holder may consummate the sale to the prospective purchaser on the proposed terms. In addition to the option to purchase by the Company, shares may not be transferred by a holder of Common Stock or its transferee unless the transferee meets all of the following requirements (i) the transferee executes an agreement satisfactory to the Company accepting and adopting the provisions of the Shareholders Agreement and (ii) the transfer will not cause the Company to be in violation of any applicable state or federal securities laws.

No shares of Common Stock may be transferred without compliance with terms of the Shareholders Agreement. Any attempted sale, assignment, transfer, pledge, grant of security interest or disposition in contravention of the Shareholders Agreement is void and of no force and effect.

Upon the death or adjudicated incompetency or insanity of a holder of Common Stock, his executor, administrator, committee, guardian or conservatory, respectively, shall have all the right of a holder of Common Stock to settle or manage his shares.

Indemnification

The Company’s organizational documents provide that the Company will indemnify the directors and officers of the Company ("Indemnitees") against liabilities, costs and expenses (including legal fees and expenses) incurred by the Indemnitee in connection with litigation or threatened litigation, if the Indemnitee acted in good faith and in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the Company, provided that the Indemnitee's conduct did not constitute gross negligence or willful or wanton conduct. Any indemnification under these provisions will be limited to the assets of the Company. The Company is authorized to purchase insurance or self insure against liabilities asserted against and expenses incurred by such persons in connection with the Company's activities, whether or not the Company would have the power to indemnify such person against such liabilities under the provisions described above.

Limited Liability

Under the Texas Business Organizations Code, as amended (“TBOC”), a holder of Common Stock will have limited liability for the debts and obligations of the Company. Such liability is limited to (i) the amount of their investment in the Company and (ii) certain dividends or other distributions made to such holder, but only under specific conditions, including the timing of the distribution.

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Books and Records

The officers of the Company shall close the Company's books of account annually and shall prepare and distribute to the shareholders an unaudited financial report of the Company's business activities for the preceding fiscal year. The officers will also prepare and distribute quarterly updates to the operations and the financials. Capital Stock in General Holders of all classes of equity in the Company shall not (i) have the right of cumulative voting at any election of directors or upon any other matter or (ii) any preemptive right to subscribe for or purchase or have offered to them for subscription or purchase any additional shares of capital stock of the Company, however acquired, issued or sold by the Company. All holders of the capital Stock of the Company may take action without a meeting if each holder entitled to vote signs a written consent to the action and the consents are filed with the Secretary of the Company. Incentive Stock Options The Company intends to adopt an employee stock option plan (the “ESOP”), pursuant to which the Board of Directors of the Company may issue up to 135,000 shares of Common Stock in a combination of options (incentive options or non qualified options) and/or stock awards to employees, directors and other non employee persons who have substantial responsibility for the management and growth of the Company and its direct affiliates (“Eligible Recipients”). The Board of Directors will use the ESOP to award Eligible Recipients with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue to provide services to the Company or any of its affiliates. The ESOP provides, among other things, that any options issued under the ESOP shall be non-transferable other than by will or under the laws of descent. The ESOP provides for anti-dilution provisions upon certain changes in the capital structure of the Company. No incentive option shall be exercisable after the expiration of ten (10) years from the date the option is granted. The exercise price of the incentive option shall be equal to or greater than the fair market value of the underlying shares, but in no case lower than the par value of the underlying shares. Any stock awards may be issued for less than the fair market value of such shares of stock and may be issued under restrictions including, but not limited to, vesting schedules, forfeiture upon termination of employment and prohibitions against resale under certain conditions and for certain time periods.

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Principal Stockholders The issued and outstanding capital stock of the Company before and after the Offering is as follows: Shareholder Address Number of

Shares (C or P) % Interest

Before After Before After Patricia Harris Dannin Harris Racquel Harris Ester Richardson Damon Williams Pema Development

1980 Post Oak Blvd., Suite 1500 Houston, TX 77056 1980 Post Oak Blvd. Suite 1500 Houston, TX 77056 1980 Post Oak Blvd. Suite 1500 Houston, TX 77056

255,000

60,000

60,000

45,000

45,0001 (1)

150,000

255,000 (C)

60,000 (C)

60,000 (C)

45,000 (C)

45.000 (C)

150,000 (C)

34.00%

8.00%

8.00%

6.00%

6.00%

20.00%

29.14%

6.86%

6.86%

5.14%

5.14%

17.14%

Subscribers to Offering

-- 125,000 (P)2

-- 14.29%3

ESOP Shares

1980 Post Oak Blvd. Suite 1500 Houston, TX 77056

135,000 135,000 (C)4

18.00% 15.43%

TOTAL 750,000 875,000 100% 100%

1 Mr. Williams was issued 200 shares of Common Stock on January 6, 2015 and by contract may receive an additional 400 shares. His 600 shares were converted into 45,000 shares after the Stock Split. 2 On a fully diluted basis assuming issuance of the maximum offering of 125,000 shares of Common Stock and issuance of all of the ESOP Shares. 3 Assuming the Offering is funded at the maximum amount, the Investors will own 14.29 of the issued shares of Common Stock and 12.5% of the total authorized shares of Common Stock in the Company, 4 Assuming issuance of all of the ESOP Shares

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FEDERAL INCOME TAX CONSEQUENCES

The following are the material United States federal tax consequences of ownership and disposition of the Securities. This discussion is limited to holders who hold the Securities as capital assets and who acquire the Securities pursuant to an offering of such Securities under this Memorandum.

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as: • certain financial institutions; • insurance companies; • dealers and certain traders in securities; • persons holding Shares as part of a straddle, hedge, conversion or similar transaction;

• United States Holders (as defined below) whose functional currency is not the United States dollar;

• partnerships or other entities classified as partnerships for United States federal income tax purposes; or

• persons subject to the alternative minimum tax

This summary is based on the Internal Revenue Code of 1986, as amended to the date hereof, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this Memorandum may affect the tax consequences described herein. Persons considering the purchase of Common Stock should consult their tax advisors with regard to the application of the United States federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

The Company will elect to be treated as a “corporation” for tax purposes. In such event, the Company would be subject to tax as a “corporation.” The individual stockholders of Company will not be liable for income tax on the Company's net income and would not be entitled to claim the Company's losses on their individual income tax returns, to the extent that they would otherwise be deductible. Distributions to the stockholders will be treated as dividend income to the extent of current or accumulated earnings and profits of the Company. The distributions would be taxable to the stockholders at the ordinary income tax rates applicable to each stockholder. Distributions in excess of current or accumulated earnings and profits would be treated first as a reduction of basis and the balance treated as capital gain.

LEGAL MATTERS

T. Deon Warner of Warner & Associates PLLC, 550 Westcott Street, Suite 415, Houston, Texas 77007, is special corporate counsel to the Company.

ADDITIONAL INFORMATION The Management of the Company will be available to answer questions regarding the terms and conditions of the offering and to provide additional information relating to the offering. They may be contacted at [email protected] or [email protected].

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MANAGEMENT CERTIFICATION(S) We, the President and Vice President of Assets In Order Inc., hereby certify that all material facts and financial information provided by the management herein are true and correct to the best of our knowledge and ability. ____________________________________________ _________________ David Harris, President Date ____________________________________________ _________________ Damon Williams, Vice President Date Assets In Order Inc. 1980 Post Oak Blvd., Suite 1500 Houston, Texas 77056 Ph: (281) 250-0799 Email: [email protected] or [email protected]

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APPENDICES

A. Assets In Order website Investor Overview

B. Subscription Documents 1. Subscription Agreement 2. Investor Questionnaire

C. Certificate of Formation and Bylaws D. Amended and Restated Certificate of Formation

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APPENDIX B-1 – Subscription Agreement _____________ ____, 2015 Assets in Order, Inc. 1980 Post Oak Blvd., Ste 1500 Houston, Texas 77056 Ladies and Gentlemen: The undersigned (“Subscriber”) is aware Assets In Order, Inc. (the “Company”) is offering to sell Shares of Common Stock, no par value (the “Securities”), in a limited private placement only to “Accredited Investors” as the term is defined in Regulation D of the Securities Act of 1933, as amended (the “Securities Act’). The terms of the offering are set forth in the Private Placement Memorandum dated April 1, 2015 (the “Memorandum”). Subscriber acknowledges and understands that the Securities are not registered under the Securities Act or under the securities laws of any state. 1. Subscription. Subject to the terms and conditions hereof, Subscriber (a) hereby subscribes for and agrees to purchase the number of Securities set forth above his or her signature on this Subscription Agreement and (b) tenders payment of the total purchase price of the Securities subscribed for with this Subscription Agreement. Subscription for the Securities is irrevocable and shall be made by delivery and payment by check or bank draft as set forth in Paragraph 13 hereof or by wire transfer as set forth in Paragraph 14 hereof. All subscription documents and amounts will be returned to Subscriber if the Company does not accept this subscription. 2. Rejection of Subscription. The Company shall have the right to reject this Subscription Agreement if it believes that the Subscriber is not an Accredited Investor or for any other reason in the sole and absolute discretion of the Company. Acceptance is evidenced only by execution of this Subscription Agreement by the Company in the space provided at the end of this Subscription Agreement. 3. Representations and Warranties of Subscriber. In order to induce the Company to accept this subscription, Subscriber hereby confirms, represents and warrants:

a) that the information supplied herein is true and correct as of the date of this Subscription Agreement and that, if the Subscriber’s circumstances should change, the Subscriber shall immediately notify the Company;

b) that Subscriber has adequate means of providing for his or her current needs and

possible personal contingencies, and has no need for liquidity of his investment in the Company;

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c) that Subscriber can bear the economic risk of losing his or her entire investment herein;

d) that Subscriber has such knowledge and experience in financial and business

matters that he or she is capable of evaluating the relative risks and merits of this investment;

e) that his or her overall commitment to investments which are not readily marketable

is not disproportionate to his net worth and the investment subscribed for herein will not cause such overall commitment to become excessive;

f) that Subscriber’s investment in the Securities does not exceed ten percent (10%) of

his or her net worth or joint net worth with his or her spouse;

g) the Subscriber is an “Accredited Investor” as defined on pages 9 and 10 of the Memorandum;

h) that Subscriber agrees to execute the Investor Questionnaire attached hereto as

Appendix B-2;

i) that Subscriber understands that the Securities have not been registered under the Securities Act, or qualified under any state securities laws in reliance on exemptions from registration provided there under;

j) that Subscriber is purchasing the Securities for Subscriber’s own account, or long-

term investment, and not with a view to, or for sale in connection with, the distribution thereof;

k) that Subscriber has no present intention of selling, granting any participation in, or

otherwise distributing the Securities;

l) that Subscriber acknowledges and is aware that:

(i) the Securities are a speculative investment which involve a high degree of risk of loss by Subscriber of Subscriber’s entire investment in the Company;

(ii) there are substantial restrictions on the transferability of the Securities; the

Securities will not be, and investors in the Company have no rights to require, that the Securities be registered under the Securities Act;

(iii) there is no public market for the Securities; (iv) no federal or state agency has made any finding or determination as to the

fairness of the offering of Securities for investment or any recommendation or endorsement of the offering;

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(v) it never has been represented, guaranteed or warranted to Subscriber by the

Company, its agents, or employees or any other person, expressly or by implication, any of the following:

(A) the approximate or exact length of time that Subscriber will be

required to remain as owner of the Securities; (B) the profit or return, if any, to be realized as a result of Subscriber’s

purchase of the Securities; and (C) that the past performance or experience on the part of the Company

or any affiliate, its agents, or employees or of any other person, will in any way indicate the predictable results of the ownership of the Securities or the overall success of the Company;

(vi) any certificate or similar instrument representing the Securities may be

endorsed with a restrictive legend similar to the following:

The Securities represented by this Certificate have not been registered under either the Securities Act or any state Securities Act. These Securities have been acquired for investment and not with a view to distribution or resale and may not be sold, pledged or otherwise transferred if such sale, pledge or transfer would be in violation of either the Securities Act or the applicable state Securities Act.

(vii) and any certificate or similar instrument representing the Securities or the

Securities underlying the Securities will also be endorsed with any additional legends required by state securities laws;

(A) that Subscriber understands that Subscriber’s purchase of the

Securities will be immediately dilutive as to Subscriber; (B) that Subscriber, if an individual, is at least twenty-one (21) years of

age and is an Accredited Investor as defined in “Important Considerations-Securities Investment Statements” of the Memorandum;

(C) that Subscriber has no reason to anticipate any change in

Subscriber’s personal circumstances, financial or otherwise, which may cause or require any sale or distribution by Subscriber of all or any part of the Securities subscribed for herein;

(D) that all documents, records and books pertaining to the Company

and to the investment requested by Subscriber have been made

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available to Subscriber and that Subscriber has been given an opportunity to make further inquiries of the Company and its representatives in order to verify the accuracy of the information which Subscriber deems pertinent.

The representations and warranties of Subscriber set forth in this Section 3 and of the Company set forth in Section 4 shall survive the acceptance of this subscription, in the event the subscription is accepted. 4. Representations and Warranties of Company. The Company hereby represents and warrants to the Subscriber as follows:

a) Organization and Existence. The Company is duly organized and validly existing under the laws of the State of Texas and is qualified to do business in the state of Texas, with all requisite power and authority to carry on business as it is now being conducted.

b) Execution, Delivery and Validity. The Company has the right, power and

authority to make, execute, deliver, perform and consummate this Subscription Agreement, the Memorandum and other documents and instruments required or contemplated hereby. Prior to the issuance of the Securities, the execution, delivery and performance of this Subscription Agreement and all other instruments and agreements contemplated thereby to which the Company is a party will have been duly authorized and approved by the Board of Directors of the Company.

c) Capitalization. Upon issuance of the Securities in accordance with terms of the

Memorandum (and assuming all 125,000 shares of the Securities being offered are subscribed for and all of the shares under the Company’s 2015 Employee Stock Incentive Plan are issued), the capital structure of the Company will be as follows: 1,000,000 authorized shares common stock, no par value (“Common Stock”), and 250,000 shares of Preferred Stock; of which 875,000 shares of Common Stock and no shares of Preferred Stock will be issued and outstanding. All of the outstanding shares of Securities will be duly authorized and validly issued and, upon receipt of the total purchase price for the Securities, will be fully paid and non-assessable. Nothing contained herein shall be construed to restrict the Company from issuing any shares of Common Stock, Preferred stock or other securities in the future.

d) Information Contained in the Memorandum. Certain information contained in the

Memorandum relating to matters including but not limited to the projected future operations, profitability, and financial condition of the Company are forward-looking statements. Those statements are subject to certain risks, uncertainties and assumptions. No assurances can be given, or should be implied, that the future results anticipated by those forward-looking statements will be achieved. All information contained in the Memorandum that is not a projection, forecast or forward-looking statement is, to the best knowledge of the Company, true and correct as of the date of the Memorandum. The Company is not aware of any

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material information that has not been disclosed in the Memorandum or of any material change to the Company subsequent to the date of the Memorandum.

e) Provision of Financial Information. The Company will, in a timely manner,

provide to shareholders (i) unaudited annual financial statements and (ii) unaudited quarterly financial statements, prepared under GAAP, that disclose reasonable and customary financial information.

5. Restriction on Pre-emptive Rights: The Amended and Restated Certificate of Formation (“Certificate of Formation”) provides that no shareholder shall have any pre-emptive right to subscribe for or acquire additional Shares of the Company. 6. Restriction on Cumulative Voting: The Certificate of Formation provides that shareholders are prohibited from cumulating their votes in any election for directors of the Company. 7. Indemnification by Subscriber. Subscriber acknowledges that he or she understands the meaning and legal consequences of the representations, warranties and agreements contained in Paragraph 3, that the Company is relying on the accuracy of the representations, warranties and agreements by Subscriber, as contained herein, and that Subscriber would not be permitted to purchase the Securities if any representation or warranty were known to be materially false. Accordingly, Subscriber hereby agrees to indemnify and hold harmless the Company, each of its directors, each of its officers and each person, if any, who controls the Company, within the meaning of the Securities Act, from and against any and all loss, damage, liability, cost or expense (or actions in respect thereof) due to, based upon or arising from any breach of any representation, warranty or agreement of Subscriber contained in this Subscription Agreement or arising out of or based upon any untrue statement or alleged untrue statement of material fact contained herein. 8. Subscription Binding. Subscriber acknowledges and agrees that Subscriber may not cancel, terminate or revoke this Subscription Agreement or any agreement of Subscriber made hereunder (except as otherwise specifically provided herein) and that this Subscription Agreement shall survive the death or disability of the Subscriber and shall be binding upon Subscriber’s heirs, executors, administrators, successors and assigns. 9. Governing Law. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Texas. 10. Further Information. Within five (5) days after receipt of a written request from the Company, Subscriber agrees to provide such further information and to execute and deliver such documents as reasonably may be necessary to comply with any and all laws, regulations and ordinances to which the Company is or may be subject.

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11. Survival. The representations and warrants of the Subscriber and of the Company set forth herein shall survive the sale of the Securities pursuant to this Subscription Agreement. 12. Acceptance. Execution of this Subscription Agreement and tender of the payment for the Securities shall constitute an irrevocable offer which the Company may, in its sole discretion, accept or reject. Acceptance by the Company shall be indicated only by the Company’s execution hereof. Subscriber acknowledges and agrees that, if for any reason the Offering is terminated or does not close or if Subscriber’s subscription is rejected for any reason, Subscriber shall have no claims against the Company, its directors and officers, shareholders, agents and affiliates and shall have no interest in the Company or in any property or assets of the Company. 13. Delivery of Subscription Documents; Escrow Agent. Prior to the Termination Date, as defined in the Memorandum, in order to purchase Securities, you must deliver the following to the Company at the address listed below:

To the Company at:

Assets In Order, Inc. 1980 Post Oak Blvd., Ste 1500 Houston, TX 77056

a. the cover letter included in the Subscription Documents, b. two (2) executed copies of the Subscription Agreement, c. the executed Investor Questionnaire, and a. a cashier’s check or bank draft payable to “Assets In Order, Inc.” in the

amount of the aggregate purchase price set forth in the Investor's Subscription Agreement in full payment of its subscription.

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IN WITNESS WHEREOF, the undersigned hereby represents and warrants that he or she has read this entire Subscription Agreement and has executed this Subscription Agreement this ____ day of ______________, 2015. SUBSCRIPTION Number of shares _______________ (minimum 2000 shares or $12,000) Total Purchase Price $_______________ (Number of shares multiplied by $6.00 per

share) Signature: _____________________________________ Name: _____________________________________ Address _____________________________________ _____________________________________ _____________________________________ Name of Subscriber: ___________________________________________ ACCEPTED: Assets In Order, Inc. By: __________________________________ David Harris, President

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Cover Letter for Remittance of Funds to Assets In Order, Inc. Date: ___________ __, 2015 Assets In Order, Inc. 1980 Post Oak Blvd., Ste 1500 Houston, Texas 77056 Please find enclosed the following:

A cashier’s check or bank draft in the amount of $ _______ made payable to Assets In Order, Inc. B. Two executed subscription agreements; and C. One executed investor questionnaire.

SUBSCRIPTION Number of Shares _______________ (minimum 2,000 shares or $12,000) Total Purchase Price $______________ (Number of shares multiplied by $6.00 per

share) Signature: Name: Address: Name of Subscriber: (This name will appear on the stock certificate)

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APPENDIX B-2 – Investor Questionnaire Instructions: TO ALL PROSPECTIVE INVESTORS: Type or print the information requested and attach additional sheets if necessary. TO PERSONS MAKING THE INVESTMENT DECISION ON BEHALF OF PROSPECTIVE INVESTORS: Each person making an investment decision to invest in the Securities on behalf of another individual or Company, partnership, trust estate or other entity must complete and execute an additional counterpart of this Investor Questionnaire with respect to himself. Part II of the additional Investor Questionnaire need not be answered. Except as indicated in the foregoing sentences, the terms “I” and “you,” as used in this Investor Questionnaire, refer to the prospective Investor. TO PROSPECTIVE INVESTORS OTHER THAN INDIVIDUALS (i.e. entities): If requested, each Investor that is a Company, partnership, trust, estate or other entity must complete and execute the Entity Certificate attached as Appendix B-2-a and should be prepared to provide evidence of its organizational status (e.g., certificate of incorporation, partnership agreement, trust agreement, or letter testamentary) and an authorizing resolution in connection with its receipt of the Securities.

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I. GENERAL INFORMATION Provide the following information. FOR INDIVIDUALS ONLY: 1. Name: ______________________________________________________ 2. Address of principal residence: ____________________________________________ ____________________________________________________________ 3. Telephone: ___________________________________________________ 4. Social Security Number: ________________________________________ FOR CORPORATIONS, PARTNERSHIPS, TRUSTS, ESTATES OR OTHER ENTITIES ONLY: 1. Name: _________________________________________________________ 2. Address of principal place of business: ________________________________________________ _____________________________________________________________________ 3. Telephone: ______________________________________________________ 4. Type of entity: ___________________________________________________ 5. Jurisdiction of formation or organization: ____________________________________________________ 6. Date of formation of organization: __________________________________________________ 7. Purpose: ________________________________________________________ _______________________________________________________________ _______________________________________________________________ 8. Taxpayer identification number: _____________________________________ 9. Are you purchasing the Securities as an agent, nominee or otherwise on behalf of

another person? Yes: _____________ No: ________________

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II. ACCREDITED INVESTOR STATUS If you meet any of the following tests, you are an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. CHECK EACH STATEMENT THAT IS APPLICABLE TO YOU. FOR INDIVIDUALS ONLY: ______ 1. I am a director or executive officer of the Company. As used herein, the term “executive officer” means the president,

any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions of the Company.

______ 2. My individual net worth, or joint net worth with that of my spouse, exceeds $1,000,000.

As used herein, the term “net worth” means the excess of total

assets (including home, home furnishings and automobiles) at fair market value over total liabilities. When determining net worth, your principal residence must be valued at either (a) cost, including the cost of improvements, net of current encumbrances, or (b) the fair market value of the property, net of current encumbrances, whichever is greater.

______ 3. I had an individual income in excess of $200,000 in each of the two most recent years, and I reasonably expect to have an individual income in excess of $200,000 in the current year.

As used herein, the term “individual income” means adjusted gross

income, as reported for federal income tax purposes, minus any income attributable to a spouse or to property owned by a spouse, if any, plus the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse, if any): (1) the amount of any tax-exempt interest income received, (2) the amount of losses claimed as a limited partner in a limited partnership, (3) any deduction claimed for depletion, (4) deductions for alimony paid, and (5) amounts contributed to an individual retirement account or Keogh retirement plan.

______ 4. I had a joint income with my spouse in excess of $300,000 in each of the two most recent years, and I reasonably expect to have a joint income in excess of $300,000 in the current year.

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As used herein, the term “joint income” means adjusted gross income, as reported for federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, if any, plus the following amounts (including any amounts attributable to a spouse or to property owned by a spouse, if any): (1) the amount of any tax-exempt interest income received, (2) the amount of losses claimed as a limited partner in a limited partnership, (3) any deduction claimed for depletion, (4) deductions for alimony paid, and (5) amounts contributed to an individual retirement account for Keogh retirement plan.

______ 5. I am a broker or dealer registered pursuant to the Securities Exchange Act

of 1934, as amended (the “Exchange Act”). FOR CORPORATIONS, PARTNERSHIPS, TRUSTS, ESTATES OR OTHER ENTITIES ONLY: ______ 6. The undersigned is a bank as defined in Section 3(a)(2) of the Securities

Act, whether acting in its individual or a fiduciary capacity. ______ 7. The undersigned is a savings and loan association or other institution as

defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or a fiduciary capacity.

______ 8. The undersigned is a broker or dealer registered pursuant to Section 15 of

the Exchange Act. ______ 9. The undersigned is an insurance company as defined in Section 2(13) of

the Securities Act. ______ 10. The undersigned is an investment company registered under the Investment

Company Act of 1940, as amended (the “1940 Act”). ______ 11. The undersigned is a business development company as defined in Section

2(a)(48) of the 1940 Act. ______ 12. The undersigned is a Small Business Investment Company licensed by the

U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended.

______ 13. The undersigned is an employee benefit plan within the meaning of the

Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if either:

[Check the applicable statement.]

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____ (a) the investment decision is made by a plan fiduciary as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor;

____ (b) the employee benefit plan has total assets in excess of

$5,000,000; or ____ (c) the employee benefit plan is a self-directed plan, with

investment decisions made solely by persons that are “accredited investors” under Regulation D.

______ 14. The undersigned is a private business development company as defined in

Section 202(a)(22) of the Investment Advisors Act of 1940, as amended. ______ 15. The undersigned (a) was not formed, organized or reorganized for the

specific purpose of acquiring the Securities, (b) has total assets in excess of $5,000,000, and (c) is one of the following: [Check the applicable category.] ____ (1) an organization described in Section 501(c)(3) of the Internal

Revenue Code of 1986, as amended; ____ (2) a Company; ____ (3) a Massachusetts or similar business trust; or ____ (4) a partnership.

______ 16. The undersigned is a trust (a) with total assets in excess of $5,000,000, (b)

that was not formed, organized or reorganized for the specific purpose of acquiring the Securities, and (c) whose purchase of the Securities is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating alone the merits and risks of the prospective investment.

______ 17. All equity owners of the undersigned are “accredited investors” under

Regulation D promulgated under the Securities Act. [Remainder of Page intentionally left blank – Signature pages follow.]

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III. SIGNATURE(S) AND DATE FOR INDIVIDUALS ONLY: _________________________________ Signature of Investor _________________________________ Printed Name of Investor Date: _________________ FOR CORPORATIONS, PARTNERSHIPS, TRUSTS, ESTATES OR OTHER ENTITIES ONLY: _____________________________________ Printed Name of Investor Signature: ________________________________ Name: ________________________________ Title: ________________________________ Date: __________________

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APPENDIX B-2-A – ENTITY CERTIFICATE TO BE COMPLETED AND SIGNED ON BEHALF OF AN INVESTOR THAT IS A COMPANY, PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, ESTATE OR OTHER ENTITY ONLY: Name of Company, partnership, limited liability company, trust, estate or other entity: __________________________________________________(“Entity”) The undersigned, a duly authorized director, officer, general partner, trustee, executor or other similar functionary of the Entity, acting for and on behalf of the Entity, being thereunto duly authorized, hereby certifies to Assets In Order, Inc., a Texas Corporation (the “Company”), as follows: (a) The Entity has been duly formed, validly exists and has full power and authority to invest in the Securities. (b) There are no pending or contemplated proceedings for the merger, consolidation, liquidation, sale of all or substantially all of the assets, or dissolution of the Entity. (c) The execution and delivery of the Subscription Agreement entered into by the Entity in connection with the foregoing Investor Questionnaire, and compliance by such Entity with its respective obligations there under, do not and will not conflict with or constitute a breach of, or a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Entity pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which such Entity is a party or by which it may be bound or to which any of the property or assets of such Entity is subject, nor will such action result in any violation of the provisions of the organizational document of such Entity or any law, administrative regulation or administrative or court order or decree, and no authorization, approval, consent, registration, qualification, decree or order of or with any court or governmental authority, agency or official is required in connection with the execution, delivery or performance by such Entity of the Agreement. This Entity Certificate is executed and delivered by Entity on _________________, 2015. __________________________________ Printed Name of Entity Signature: _______________________ Name: __________________________: Title: ___________________________

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