Preparation PPM Private Placement Memorandum / Subscription Agreement

Plus Review and Critique of your Business Plan

The majority of Business Plans we receive are defective in a number of areas. Generally, the reason is that the person(s) preparing the plan is not experieced and does not understand what the document needs to contain to get a positive "yes" from an investor. Additionally, the preparation of the PPM or Private Placement Memorandum may not be optimal because they are either not offering the investor enough for their investment or equally problematic, offering too much. In any event, we created this service to provide you with an inexpensive option to have us review your business plan, critique it and prepare your investor documents for you. This provides you with an opportunity to identify and correct the deficiencies before you begin discussions with potential investors. We prepare the investor documents (Private Placement Memorandum and Subscription Agreement) so you are assured of a timely and professional preparation.

Description of work to be performed:

Review and critique your business plan and we prepare the Private Placement Memorandum and Subscription Agreement.

We first review your corporate structure and if appropriate will propose an alternative structure that will be more attractive to potential investors. You will be surpruise how important this becomes to your eventual success in raising investor capital.

• Produce a written detailed critique of your business plan. You will receive the critique within 5 days of giving your approval to move forward.
• Immediately on sending you the critique we will schedule a conference call to discuss issues and solutions raised in critique. There is no time limit to the call and many calls exceed 2 hours.
• Attend a 2^nd conference call to discuss issues regarding structure of Offering. This conversation primarily focuses on what to offer investors. There is no time limit on call.
• Attend a 3^rd conference call to discuss ancillary issues. There is no time limit on call.

The subjects we will cover during the 3 conference calls are very diverse with the intention to provide you with as much information as possible. The purpose of these discussions is to round out your knowledge so that when you receive the Investor documents you can immediately begin taking investor money. These are just some of the examples of the different subjects I will discuss with you.

• profiling your likely investor
• different methods of valuing or pricing the deal
• different methodologies in identifying and reaching out to investor prospects
• Use of the Internet
• Complying with Reg D requirements
• Any criteria that will need to be decided to complete the business plan
• What type of bank accounts to set up.
• We will prepare the Private Placement Memorandum & Subscription Agreement.
• The PPM will be legend for use in all 50 states.
• Once our conversations are completed; you will need to make any corrections and/or additions to your business plan and resubmit it to us for inclusion in the PPM.
• The PPM and Subscription Agreement will be completed within 5 days of receiving from you the final version of your business plan with whatever changes you decide to incorporate into your business plan.
• Each document will be delivered to you via email in both MS Word ( doc) and Adobe (pdf) format.

Related Information: Techniques professional venture capitalist use to identify investor prospects.

Questions call: 786-.206.5309 or use the Contact Mr. Shields Form