Kohler Capital Management, LLC
708-268-2620
Page 4
In summary of the reverse merger process, the privately held company becomes publicly held by obtaining a majority of the shares of the public company. The Board of Directors of the original public company then resign and the new majority owners appoint their own Board of Directors. All necessary resolutions, including the name change of the company, are drafted by Kohler Capital Management, LLC and the 8-K's are filed with the SEC.

The principals of Kohler Capital Management, LLC work very closely with the private company to explain the entire reverse merger process. Once the decision is made by the private company to go public via a reverse merger with a Kohler Capital Management, LLC, fully SEC reporting company, the principals continue to work closely during the transaction process, and continue even after the transaction is completed.

The primary compensation of Kohler Capital Managnment, LLC comes from retaining a small equity position in the fully SEC Reporting company once a transaction has been completed. We at Kohler Capital Management, LLC believe that this is beneficial for the new majority owners - for them to know that we have a vested interest in their success and to assist them in their growth and/or their business strategies. 

If so requested by the new majority owners, we will continue to utilize our network of strategic advisors and business contacts, such as attorneys, CPA's, investment bankers, merchant bankers, private equity groups, broker-dealers, private investors, market makers and more, knowing that a fresh thought, or a fresh idea, or a fresh voice may be the difference in a successful business strategy, and in a hugely successful strategy.

We look forward to being of service to your company.
 
Very truly yours,

Ken Pavichevich
Managing Member
Kohler Capital Management, LLC
(kpavichevich@kohlercapitalmgt.com)

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