Public Co Equity Swap OTC Markets Reporting Co.

**** Please read the ad carefully! ****

*** Not suitable for start-ups or companies with nominal operations or SEC-defined bad actors***

Backdrop: The OTC company was an SEC reporting co & OTC Markets QB-ranked issuer in the IT space. The company had nominal assets and operations. It was in the search mode for a merger. Delivery s 99.5% (rarely heard of) Only 50 shareholders. 59 million free trading shares (well-aged and seasoned) Co never did any toxic financing no notes, no derivatives, Co is as clean as a whistle in that regard.

The issue: The ex-CEO took it upon himself to "maintain the co" to comply with OTC listing requirements. By that we mean the co needs to be above 5c trade above a certain dollar amount etc. The CEO bought small amounts of stock of about $1,000 to $2,000 at a time and acted as a company "friendly" or a company "booster".

The SEC surveillance picked up "manipulation" and sanctioned the co with a trading suspension. The company still trades on the expert market as a non-solicited issuer. The company lost its 15c211 market maker sponsorship and SEC placed a "skull and bones" rank on the ticker symbol. It sounds horrible however for us (being in the M&A and IR biz) we see this almost daily and to us "this is another day at the office". This can all be repaired and remedied.

The company lawyer reached out to the SEC to see what aches them. The SEC requires the removal of the CEO and new management (done). They also want the co to do an audit and have a viable merger. Viable means some company that can be audited that sells some goods and services as a BTB or a BTC. A new 15c211 will need to be filed. We have access to market makers ready to assist.

Your contribution: Bring in a meaningful operating co and your ability to have this co-audited. (your expense) We can assist in that regard if it makes sense. All the rest we can do in-house to restore this co to its prior glory.

Reporting co (especially QB co) serves 2 Masters. SEC and OTC. OTC is OK with the company. The issue is SEC which can easily be remedied. A fully compliant QB co as a shell sells in excess of $650,000 to $750,000. With this co you can basically dovetail your company in a 3/4 million dollar asset. We can assist with a Reg A or S1 registration statement and assist you in raising capital for your company.

Timeline: We estimate the SEC fix and audit will take 4 to 6 months. In the meantime, we can draft the registration statement which can also satisfy the 15c211. We have a market maker that will exclusively make the market for your co.

Equity terms are open to negotiations. When you inquire if you can also send us your pitch deck or your business plan or even a website will suffice. This will assist us in having a productive call. The shell in the AS IS state is worth $100,000 once SEC is cured $250,000 and restored as a QB $750,000 This is a great opportunity for the right management team with the right merger deal. If you need an NDA signed please provide us with your NDA so that we can address that as well.