Pointe Capital Advisors

INVESTMENT BANKING

AND

CORPORATE FINANCE ADVISORY

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INTRODUCTION

Financial advisor to private and public micro and small cap companies seeking capital or considering financial or strategic initiatives.

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TRANSACTION SUMMARYAll going enterprises – no failuresTotal of 5 Transactions

$29.8 million Total InvestmentAccumulated Value in excess of $225 million (Estimated Mark to Market)Return on Equity of 755%

No liquidations or sales to date

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PRINCIPAL TRANSACTION

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AGENT OR ADVISORY

InvisionTechnologies

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CURRENT CLIENTSNASCAR racing team Car #47, PCA is a team partner and acting as exclusive financial advisor for a capital raise for expansion into a multi-car team, and potential merger or acquisition into, or with a top tier NASCAR team

Kabang Energy Candy is a new product and leader in its field. PCA is acting as exclusive financial advisor for strategic initiatives including expansion and business development.

RealServ, an innovative lead generation and data mining company is launching its business plan. PCA is acting as exclusive financial advisor for strategic initiatives including capital raises, business plan implementation, and marketing.

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A REVERSE MERGERA transaction whereby a private company acquires a public company and becomes the operating business.Although the public company is the surviving entity, the shareholders of the private company gain and affect control of the public company.The private company’s officers and directors become the officers and directors of the public company.The public corporation will usually change its name and ticker symbol.

PRIVATE COMPANY

SHELL COMPANY

PUBLIC COMPANY

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REVERSE MERGERSFinancings and Market Support

Enhances shareholder value.Higher valuations as a public vs. a private company.Easier to raise financing.Right company + right people = excellent way to take a growing business to the next level.Perfect solution for a company that can benefit from the public company advantages, yet does not need to raise significant capital.

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ADVANTAGESPrivate company current shareholders receive up to 90%.Liquidity – Owners have options for exits.Acquisitions & Partnerships – Company can use stock as a currency for transactions.Access to capital – Easier to raise money than being a private company.

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COMPARED TO AN IPOMuch lower cost – IPO can cost several millions.

No expensive SEC filings.

Faster process – IPO can take 12-18 months as compared to 4-6 weeks for RM.Timing and market risks eliminated which can cause underwriters to back away.Less management’s time commitment.Less dilution and ownership control.

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PCA - CREATING VALUE

Business Development and

Value Creation

VALUE CREATION

• Provide Professional Advice

• Focus Management’s Time

• Introduce Investors

• Maintain Confidentiality

• Drive The Entire Process

• Negotiate With Investors

MAXIMIZE VALUE

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PCA KNOW HOWExperts in reverse merger transactions.Has access to high quality corporate shells at any time.Has numerous relationships with institutional investors.Very astute in capital raising initiatives.Compose a compelling offering memorandum to maximize value.Understands what investors and the capital markets seek in a management team.Thorough understanding of the capital markets.Knowledgeable about SEC and state regulations.Has negotiating expertise.

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OFFERING PLATFORM

Capital MarketsContacts

Capital MarketsContacts

StrongNegotiatorsStrong

Negotiators

AftermarketSupport

AftermarketSupport

Relations with Funding Sources

Relations with Funding Sources

Industry& Market

Knowledge

Industry& Market

Knowledge

Strong ExecutionStrong

Execution

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SERVICESIdentify a “high quality” shell.Negotiate terms.Identify and negotiate with legal firms.Guide Company through the process.Reduce the time burden on the Company.Identify and negotiate with investors.Perform I/R campaign for investor awareness – after market support.

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TIMELINE

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BIOGRAPHIESJames Morrell

• 25+ years Investment Banking and Capital Markets.

•Senior Positions include:

•EF Hutton

•Paine Webber

•First Union/Wachovia

•Over $12 Billion in financing transactions.

•Finance Committee -Coral Springs, FL.

•BA Degree – SUNY.

Salvatore Russo•15+ years Investment experience in equity, debt, and capital markets.

•Senior positions include:

• Donald & Company

• WJ Nolan

• Magnum Securities

•Funded over $1 billion in small cap transactions.

• Executed or involved in over 35 reverse mergers.

• BA Degree - CW Post University

Gil Sternbach•20+ years business and finance.

•Director of Transaction Services for CenterpriseAdvisors.

•V.P. Acquisitions for Castle Group.

•BA Degree University of Western Ontario.

•MBA from McMaster University.

Colin Cave• 30+ years business and accounting

•Held senior CFO positions in numerous private and public companies.

•Sr. Manager of Corporate Finance Price Waterhouse in Europe.

•Former Chairman of Caribbean Foreign Exchange Conference

•Chartered Canadian Accountant

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PROFESSIONAL FIRMSLegal:

Broad & Cassel, MiamiGreenberg Traurig, MiamiScienzia , Ross, Freidman, & Ferentz, New York

Accounting:Citrin & Cooperman, New YorkUHY Advisors, LLP, Detroit

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PERSONAL REFERENCESJames Morrell

Jacob Frankel, Attorney/Partner Shulman, Rogers, Gandal, Pordy, & Ecker 301-230-5214

Shannon VanEtten, CEO RealServe, Inc.828-712-1468

Brad Tolkin – CEO, World Travel Holdings 516-790-0523

Sal RussoMathew Gorson, PresidentGreenberg Traurig, LLP 305-579-0777

Mark Raymond, Managing Partner – Broad & Cassel305-373-9425

Woody Kahn, CEO Yale Mortgage, Inc.305-532-1400