Taking A Company Public - The Reverse Merger Option

There are 2 ways to help companies go public:

1. •Straight buy - In 30-40 days
   

2. •Reverse Merger - In 10-12 months
   

In the Reverse Merger, the filling process will start as soon as steps 1-5 (bellow) take place. The company will become public in 10 - 12 months from the signing of the Share Exchange Agreement.

The Company which wishes to go public, merges with an existing company which is already listed on the Over The Counter (OTC) Bulletin Board.

This is a Reverse Merger Process. An existing publicly traded company listed on the OTC Bulletin Board, with clean financials and background, merges with the company that wishes to go public.

Steps for a successful process:

1. 1.Qualification of the Company that wants to go pubic - meeting the criteria.
   

2. 2.The parties meet and agree that indeed this is what both parties want to do and they agree on the percent of the shares that the Company will end up with – control block is set.
   

3. 3.Sign the Share Exchange Agreement. This agreement specifies the following:
   

1. A.What exactly it will take for the Company to go public
   

2. B.What the Company needs to do
   

3. C.Which are the expectations
   

4. D.Which are the specific steps that will take place
   

5. E.Time table of activities
   

6. F.Roles and responsibilities of both parties
   

7. G.Agreement on share percentages
   

4. 4.Fee schedule.
   

5. 5.Accounting firm audits the financial according to GAAP standards. This is an SEC requirement for filing.
   

6. 6.Merger takes place - Reverse Take Over (RTO) agreement. Signing of contracts. The Reverse Takeover Agreement will be signed within 30-40 days after the Share Exchange Agreement is signed. This is the first stage of taking the company public.
   

7. 7.New board of directors is formed - selection of new board members, filling and board meeting.
   

8. 8.Name change to that of the acquired Company name.
   

The only way the process becomes and stays successful is that the newly formed company’s management delivers what they promise to the Group - which is to:

1. A.keep growing the Company and have management that understands growth,
   

2. B.have management that cooperates with the support group, and
   

3. C.meet pre-agreed milestones.
   

The US group:

1. 1.Brings a complete staff that will stay on board with the company until the company gets an understanding and gets the contacts to fulfill SEC reporting requirements, accounting practices that are common for public companies,
   

2. 2.Builds a public image for the company, with literature, exposure to analysts, which includes attending fund manager conventions to get the company's story to the investment world, and
   

3. 3.Consults the company in its day-to-day operations as a publicly traded company.
   

The US group does not tell management how to run their business; it just informs management what the investment world likes to see, and it is expected that these requests are met for the success of the Company and all involved.

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