FOR A FREE CONSULTATION CALL PAUL WINKLE AT 727-906-9990 ROADMAP TO GOING PUBLIC 2012 Williams Securities Law Firm,

, P.A. Alex Consulting, Inc. Set forth below is the Roadmap to Going Public which contains detailed discussion of the services provided by us and responsibilities of each of us in the Phases below. YOU MUST MEET THE FOLLOWING PREREQUSITIES FOR BECOMING A PUBLIC COMPANY Become an SEC reporting issuer o File with the SEC a Form S-1 Direct Public Offering, or DPO; a Form S-1 Selling Shareholder Offering; or a Form 10 Have at least approximately 400,000 shares or more sold for real value [$.10 per share is a recognized minimum, can it can be more] cash or services or both Have approximately 40 or more non-insider shareholders Have the at least approximately 400,000 shares or more referred to above relatively evenly disbursed over the 40 or so non-insider shareholders. These shareholders can be obtained as follows: o A Regulation D 506 sold inside the US o A Regulation S offering sold outside the US to non-US citizens and residents o A combination of a Regulation D 506 sold inside the US and a Regulation S offering sold outside the US to non-US citizens and residents o A Direct Public Offering, or DPO, registered with the SEC on Form S-1 Have the non-insider stock be considered free trading by FINRA and SEC o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired in a Regulation D 506 , a Regulation S private offering sold outside the US to non-US citizens and residents or a combination of both less than one year ago Use Form S-1 to register the stock to make the stock free trading o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired in a Regulation D 506 , a Regulation S private offering sold outside the US to non-US citizens and residents or a combination of both more than one year ago and were not acquired from a shell company The stock is free-trading o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired in a DPO Offering registered on Form S-1 by a non-shell company The stock is free-trading o If the 400,000 or shares owned by the 40 or so non-insider stockholders were acquired from a shell company and thereafter registered in Form S-1 Selling Stockholder Offering after the company ceased being a shell company The stock is free-trading

PHASE I: PRE-FILING ACCOUNTING AND DUE DILIGENCE STEP 1: DEVELOP YOUR ACCOUNTING SYSTEMS In order to file with the SEC, you need audited financial statements and unaudited interim quarterly stub period financial statements. If your revenues are less than $50,000,000, you need two years of audited financial statements. You need three years if your revenues are in excess of $50,000,000 per year. If you have been in business for less than these time periods, you need only provide an audit for the period of time you have been in existence.

Your responsibility: Be able to produce an accurate General Ledger [Quickbooks generally works] and make adjusting entries as recommended by the independent auditor you select for your SEC filing Be able to draft financial statements and footnotes If you undertake a Private and/or Direct Public Offering in Phase II, as described below, be able to prepare the Use of Proceeds and Dilution sections. If you are unable to accomplish any or all of the foregoing, retain and pay for as your expense an accounting consultant to teach you how to do these things

Our responsibility: Furnish you examples of general ledgers, financial statement, financial statement footnotes, MDA, Milestones, and if required Use of Proceeds and Dilution Tables Identify an accounting consulting firm, including someone to assist in MDA preparation, if needed Act as liaison with you, your accountant consultant, if you retain one, and your CPA audit firm in connection with preparation of required financial statements and other required accounting-related parts of the SEC filing

STEP 2: LEGAL DUE DILIGENCE REVIEW Your responsibility: Complete the Legal Due Diligence Questionnaire and furnish it to us for review Respond to issues raised after review of the Questionnaire by us

Our responsibility: We will furnish you the Legal Due Diligence Questionnaire and identify issues that must be resolved before drafting of your SEC filing can commence Act as liaison with you in connection with preparation of required responses to the Due Diligence Questionnaire

STEP 3: DEAL WITH VARIOUS CORPORATE ISSUES THAT MUST BE RESOLVED BEFORE SEC FILING AND ON AN ON-GOING BASIS THEREAFTER Depending upon the scope of the work, you may need to secure a general business attorney to assist me in this process. I am Of Counsel to the Washington DC law firm of Burk & Reedy who can be separately retained to assist with these matters. Your responsibility: If needed, retain at your expense a corporate attorney to deal with these issues

Our responsibility: Identify and act as liaison with your corporate attorney on these issues

STEP 4: RETAIN A QUALIFIED SEC ACCOUNTING FIRM Your responsibility: Retain and pay for at your expense a public accounting firm that is a member of the Public Company Accounting Oversight Board, or PCAOB, to perform annual audits and quarterly reviews necessary for SEC filings

Our responsibility: Identify and assist you in retaining a public accounting firm that is a member of the Public Company Accounting Oversight Board, or PCAOB Act as liaison with you, your accountant consultant, if you retain one, and your CPA audit firm in connection with preparation of required financial statements

STEP 5: CERTIFICATION FROM SEC ACCOUNTING FIRM THAT YOU HAVE DEVELOPED ACCEPTABLE ACCOUNTING SYSTEMS AND CAN ACCOMPLISH ALL TASKS IN STEP 1 above. Before proceeding to PHASE II, we must receive this certification from your CPA audit firm.

STEP 6: WE WILL DETERMINE THAT YOU HAVE PROVIDED ALL REQUESTED INFORMATION AND RESOLVED ALL LEGAL ISSUES NECESSARY BEFORE DRAFTING OF SEC FILING CAN COMMENCE Before proceeding to PHASE II, we must make this determination. PHASE II: DRAFTING/FILING/CLEARING/TICKER SYMBOL STEP 1: FINANCIAL STATEMENTS PREPARED Your responsibility: Furnish all information necessary to prepare required financial statements to your CPA audit firm. Have financials statements prepared by your CPA audit firm at your expense

Our responsibility: Act as liaison with you, your accountant consultant, if you retain one, and your CPA audit firm in connection with preparation of required financial statements

STEP 2: DRAFTING THE SEC DISCLOSURE FILING Your responsibility: Respond to questions and information requests in draft SEC filing we prepare and furnish to you Update your shareholder list for any recent sales not reflected in the original Due Diligence Questionnaire from PHASE I If you are doing a Selling Stockholder registration statement, complete the Selling Stockholder Table If you are selling your own securities, called a Direct Public Offering or DPO, furnish Use of Proceeds and Dilution Tables

Our responsibility: Draft at our expense your SEC filing Consult and act as a liaison with you in connection with preparation of your SEC filing

NOTE: The SEC staff has issued Staff Observations in the Review of Smaller Reporting Company IPOs describing issues they look for in reviewing your filing. We attempt to address all of these in the drafting process.

We have attached this document to our Roadmap as Exhibit A. We suggest you review this document so that you better understand what we are trying to do in drafting the various sections of your SEC filing. STEP 3: MD&A DRAFTED Your responsibility: You must draft the section of SEC filings called Managements Discussion and Analysis of Financial Condition and Results of Operation or MDA, which includes a written comparison of items on your financial statement from you current period to the same period last year, a discussion of your liquidity and capital resources and a milestone table for items you intend to accomplish in the coming year. FAIR WARNING HERE: We dont draft MDA. Its not that easy to do. Most likely you will need to hire someone to help you draft this section the first few times through. See the SEC Guidelines, Exhibit A, for additional information about drafting MD&A. An example of a good MDA section is attached as Exhibit B.

Our responsibility: Consult and act as a liaison with you and your accountant consultant, if you retain one, in connection with preparation of MDA section of your SEC filing

STEP 4: PRIVATE PLACEMENT ROUND You may wish to or need to raise additional funds, obtain the required stockholder base or both at this stage of the going public process. VERY SIGNIFICANT NOTE: The SECs position used to be that you may not raise money from the date we file with the SEC until the SEC clears the filing. That position has changed. The SEC now allows private placements to continue and also allow you to start a new private placement even after you file a registration statement, subject to a few conditions that will be fairly easy to meet. In general, the conditions require you prove you didnt find the investor or the investor didnt find you as a result of the filing of the registration statement. This position and the conditions are all described in the Legal Memorandum attached as Exhibit C. What does this mean for my clients? You can file your S-1 and still continue to raise money through your private placement. As noted in the attachment, The filing of the registration statement does not eliminate the companys ability to conduct a co ncurrent private offering, whether it is commenced before or after the filing of the registration statement.

I would caveat that if you continue the private placement you started to get the necessary shareholders for the S-1, you can only include in the S-1 investors who invested in the placement before you filed the S-1. But you may continue the placement, provided you continue to comply with all requirements of Regulation D such as 35 non-accredited investors limits. You can also start a new placement after you file, but you must assure that the placement before you filed and the new placement you start after you filed are not integrated, generally by waiting a period of time between the two placements. I also note that you can sell offshore under Regulation S after you file your registration statement and the Reg. S placement is not integrated with the Reg. D placement. This means, for example, investors in the Reg. S placement do not count against the 35 non-accredited investor limitation in Reg. D. DISCLAIMER: WE DO NOT Raise money for you ourselves Identify persons who will help you raise money Identify potential investors or other funding sources Meet with or have any communication, written or oral, with potential investors or other funding sources Your responsibility: Assume sole responsible for all aspects of raising funds Prepare the Use of Proceeds and Dilution sections of the Private Placement Memorandum Locate persons who will at your expense assist in the preparation and filing of all necessary federal [Form D] and state blue sky filings before you raise any funds and furnish them all information necessary to prepare all necessary federal and state blue sky filings before you raise any funds Pay at your expense all state law filing fees and any other expenses associated with the Private Placement, if any

Our responsibility: Furnish you a Subscription Agreement and/or a Private Placement Memorandum you can use in the Private Placement round fund raising. We only commence preparation of a Private Placement Memorandum after the S-1 draft, including all required audited and interim reviewed financial statements, is complete

NOTE ON ADDITIONAL FEE IF YOU ARE DOING A PRIVATE PLACEMENT BEFORE YOU FILE YOUR REGISTRATION STATEMENT: If you raise money in your Private Placement only from Accredited Investors in the U.S. and investors who are not U.S. citizens and residents outside of the U.S., you will only need a Subscription Agreement and need not wait for the S-1 to be completed. There is no additional fee for the Subscription Agreement in this case. However, if you are offering to non-Accredited investors in the U.S., you will need

a full-blown Memorandum, we charge an additional $5,000 payable before we commence work on the Memorandum. Remember, you will also incur additional Blue Sky Fees in either case. Consult and act as a liaison with you and all professionals involved in the Private Placement process

IMPORTANT INFORMATION FOR FINRA FINRA will ask for the following information: Who solicited investors How the solicitor knew them How many individuals were solicited, including the number that purchased and didnt purchase Copies of executed subscription agreements Copies of Subscription Checks, front and back.

It is critical that you have this information available. IMPORTANT INFORMATION ABOUT RAISING MONEY If you are seeking the assistance of others to help you raise money, REMEMBER - the only legitimate third party that can legally help you raise money is a FINRA registered broker/dealer. No other type of firm that can legally raise money for you. If the person offering to help you raise money is not a FINRA registered broker/dealer, they are not acting in compliance with the law and you will face scrutiny from both the SEC and FINRA for these activities in the course of our transaction. STEP 5: EDGARIZATION You are required to make all your SEC filings in an SEC mandated format under what the SEC calls their EDGAR system. You cannot do this yourself, as it requires specialized software and training. The SEC will not accept documents in Word or WordPerfect format. Your responsibility: Establish liaison with EDGARization personnel Pay all EDGARization costs at your expense

Our responsibility: Identify a service to do EDGARization Obtain required SEC filing codes

STEP 6: FILE REGISTRATION STATEMENT WITH THE SEC Your responsibility: Provide us the completed financial statements and MDA, and dilution and use of proceeds sections, if necessary Wire the SEC filing fee to the SECs lockbox [ The fee is $107.00 per $1,000,000 (prorated for amounts less than $1,000,000). It is calculated by multiplying the aggregate offering amount by .000107.]

Our responsibility: Make the actual filing Act as liaison with you in connection with the filing of your registration statement

REMEMBER You may not raise any money or issue shares for services from the date you file to the date you clear your filing with the SEC, which will take several months You are limited as to what you can say between date you file to the date you clear your filing with the SEC, called the Quiet Period. o Your responsibility: Do not talk to the press or any third parties and do not issue press releases until you have cleared them with us o Our responsibility: Review and advise you as to what you can and cannot say during the Quiet Period Additional information about the Quiet Period is available on the SECs website: http://www.sec.gov/answers/quiet.htm

STEP 7: RETAIN A TRANSFER AGENT Your responsibility: Execute the contract provided by the Transfer Agent Obtain Certified Shareholder List to be submitted to FINRA Have Transfer Agent obtain a CUSIP stock identification number for you Have the Transfer Agent print and deliver stock certificates Pay at your expense all Transfer Agent fees and expenses

Our responsibility: Locate a Transfer Agent Act as liaison between you and the Transfer Agent on all the transfer agent related tasks

STEP 8: FINRA MARKET MAKER Only FINRA issues a ticker symbol. You cannot apply for one. We cannot apply for one. Only a specialized FINRA broker/dealer called a Market Maker can apply for one. Remember: A market maker does not promote your stock A market maker does not raise money for you

Note: In general, we request that the Market Maker file the Form 211 application for your symbol shortly after we file the registration statement. Although FINRA wont issue the symbol until the filing clears the SEC, they will review the Form 211 filing at the same time the SEC reviews the registration statement. This will save you several months compared to waiting until after the SEC clears the registration statement to have the Market Maker file the Form 211. To assist in your understanding of issues of concern to FINRA, we have attached AS Exhibit D FINRA Red Flag Issues. Your responsibility: Complete Due Diligence request from Market Maker Furnish the Market Maker the Certified Shareholder List from your Transfer Agent

Our responsibility: Locate FINRA Market Maker Complete at our expense FINRA Form 211 Listing Application that the Market Maker will submit

STEP 9: OBTAIN S&P CORPORATE MANUAL LISTING In order to trade on the OTCBB under the laws of 35 states you must obtain a listing in the S&P Corporate Manual. Your responsibility: Pay at your expense the S&P listing fee

Our responsibility: Provide advice concerning obtaining the S&P listing

STEP 10: RESPOND TO SEC COMMENTS The SEC will have questions, comments and requested changes on your SEC filings. Your responsibility: Provide us answers to all disclosure comments Provide your SEC accounting firm with updated financials statements, if required Provide your SEC accounting firm with other information necessary to respond to SEC accounting comments Update MDA, if necessary Update any other financial information in the registration statement, if necessary Have amended filing EDGARized at your expense

Our responsibility: We at our expense will prepare the amended SEC filing in response to the SECs comment letter Act as liaison with you, your accountant and your accounting consultant, if retained, in connection with preparation and filing of amendments to your registration statement and related responses to SEC comment letters

STEP 11: RESPOND TO FINRA COMMENTS FINRA will have questions and comments on the Market Makers Form 211 FINRA filing. This is particularly true if your company has any of the Red Flags set forth in the attachment to this Roadmap. Your responsibility: Provide answers to the Market Maker

Our responsibility: Act as liaison with you and the Market Maker concerning responses to FINRA comment letters

STEP 12: CLEAR SEC AND FINRA COMMENTS You obtain your ticker symbol and commence trading.

STEP 13: OBTAIN DTC CLEARANCE The Depository Trust and Clearance Corporation, or DTC, through its subsidiaries, provides clearing, settlement and information services for equities, corporate and municipal bonds, government and mortgage-backed securities, money market instruments and over-the-counter derivatives. If your stock is not DTC cleared, your shareholders will have difficulty in depositing their stock certificates and thus selling their stock. You will work with the Market Maker and they will charge extra for obtaining DTC clearance. They will not apply for DTC clearance unless you meet the following crieteria: Stock has actual executed trades over $.10 $100,000 or more in annual revenue Not checking the shell box on filings or at least yield sign on otcmarkets.com FINRA approval letter obtained S-1 declared effective and posted on EDGAR.

Your responsibility: Provide requested information to the Market Maker proving you meet all criteria and any other information they request Pay from your own funds all charges of the Market Maker for making the DTC filing on your behalf

Our responsibility: Act as liaison with you and the Market Maker concerning DTC application process Provide any requested legal opinion at no extra charge to you

FOR A FREE CONSULTATION CALL PAUL WINKLE AT 727-906-9990