Our Direct IPO Service is a 6 month hands-on consulting program to assist you through the entire process of taking your company public on the NASDAQ. We will guide you in creating the appropriate structure and in following the necessary procedures to accommodate all of your company's financial and listing endeavors. In essence, we will act as the exclusive manager and advisor with respect to the following responsibilities:

• Capital Structure - establish the appropriate capital structure of the Company or effect a re-structuring of the Company's capital if such is not appropriately structured to efficiently seek and conduct a public listing;
• Financial Partners - advise on appropriate financial partners and investors;
• Professional Consultants - engage and direct professional consultants in the USA and the jurisdiction of the Company;
• Securities Filing - effect appropriate securities filings for private financing and public listing;
• Other Filings - file or cause to be filed, as the Consultant considers appropriate, documents as may be required to acquire a public listing or alternately to select and qualify "shell companies" if such is the wish of the Company;
• Market Specialists - select market makers, investor relations consultants, and market specialists.

SPECIFIC SERVICES

• Capital Structure - establish the appropriate capital structure of the Company, necessary minute book resolutions and insertions, private subscription agreements, option agreements, and other ordinary documents to effect appropriate capital structure to efficiently seek and conduct a public listing. This shall not include any other matters including a capital re-structuring, activities which are tax sensitive or complex, offering memoranda, employment agreements, business contracts, disputes, litigation, or other such activities which are not directly related to private capital raising without regulatory filing or which are required due to errors or complexities made by the Company prior to this agreement, all of which latter matters shall be billed directly to the Company by the responsible counsel;
• Financial Partners - advise on appropriate financial partners and investors and to assist the Company to establish minimum distribution requirements for listing;
• Professional Consultants - engage and direct and pay for professional consultants such as lawyers, auditors, and brokers or underwriters in the USA and elsewhere to conduct the Specific Services where their services are required. Audit costs shall be borne by the Company;
• Securities Filings - effect appropriate securities filings in the USA and the company's jurisdiction for private financing (including regulatory notices, offering memoranda, Reg. D filings, 504's, 506's, and others) and public listing. Direct disbursements to regulators for their filing fees shall be paid by the Company;
• Other Filings - file or cause to be filed, as the Consultant considers appropriate, 1OSB's, SB-2's, Form 211's, and other documents as may be required to acquire a public listing or alternately to select and qualify "shell companies" if such is the wish of the Company. The cost of regulatory filing fees shall be the responsibility of the Company as shall the cost of a "shell" should the Company select this approach;
• Market Specialists - select a market maker and engage the same to sponsor the Company to listing on the NASDAQ, and engage the necessary investor relations managers to handle all appropriate communications with shareholders.