The Lebrecht group simplifies the direct public offering program. Topics covered include the ideal companies, estimated timeline and relationships, as well as the budget needed.

1. Direct Public Offering Program
July 1, 2012

2. Ideal Private Companies:
 Generating revenues;
 Profitable or near-profitable;
 Moderate capital needs ($0 - $3m)
 A post-IPO market capitalization of at
least $5 million;
 Potential for exponential growth;
 A multi-member management team.

3. Necessary Relationships:
 Independent Auditors
 We work with numerous PCAOB auditing firms that focus on this market
 CFO-For-Hire
 If you don’t have the necessary talent, we can provide you with referrals
 Shareholders and Investors
 Not necessarily the same
 Accredited investors ready to invest in your company
 Legal Services
 We have extensive experience preparing registration statements and listing
applications for OTCBB companies
 Market Makers
 For the 15c2-11 and DTC
 After-market support
 Post public listing financing
 D&O Insurance

4. Estimated Timeline:
 Due diligence and recapitalization ~ 30 days;
 Private offering ~ 60 days;
 Audit ~ 90 days;
 Registration statement ~ 135 days;
 Application for trading symbol and DTC ~ 120
days
 Total “From Engagement to Trading” ~ 13
months

5. Estimated Milestones:
Estimated
Milestone Example Start Date Duration (days) Example End Date
Introduction and Engagement January 1 30 January 31
Due Diligence and Recapitalization February 1 30 February 28
Prepare PPM March 1 15 March 15
Private Offering March 15 45 April 30
Prepare for Audit March 15 30 April 15
Conduct Audit April 15 90 July 15
Private Offering Closing/Blue Sky May 1 15 May 15
Prepare S-1 June 20 30 July 20
File S-1 and Respond July 20 120 November 20
Prepare 15c2-11, Find MM November 1 15 November 15
File 15c2-11 and Respond November 15 60 January 15
Hire TA, Print and Send Certs December 1 30 December 31
Prepare and File DTC and Respond January 15 30 February 15
Deposit Certs and Begin Trading February 15 10 February 25

6. Estimated Milestones:

7. Estimated Budget:
Budget
Accounting DD $ 2,500.00
Legal DD $ 2,500.00
Restructuring/Loan Docs $ 5,000.00
CFO for Hire to help with audits $ 25,000.00
PPM $ 17,500.00
PPM Blue Sky costs $ 4,000.00
Legal to help hire auditor $ 1,000.00
2 Year Audit, plus Quarterly through S-1 $ 50,000.00
S-1 $ 40,000.00
S-1 costs $ 1,000.00
15c2-11 $ 7,500.00
15c2-11 costs $ 2,000.00
DTC costs $ 10,000.00
TA costs $ 3,000.00
Subtotal $ 171,000.00
1 year of IR firm $ 60,000.00
1 year of legal SEC filings $ 40,000.00
1 year of audit and Q's for SEC filings $ 40,000.00
Total $ 311,000.00

8. Contact:
Contact Brian Lebrecht to discuss the program in detail.
Brian A. Lebrecht, Esq.
(801) 983-4948
blebrecht@thelebrechtgroup.com