Williams Law Group, P.A.
Xxxxxxxx
Law Group, P.A.
0000
X. Xxxxxxx Xx.
Xxxxx
XX 00000
Phone:
000.000.0000
Fax:
000.000.0000
e-mail:
xxxxxx@xxxxxxxx.xx.xxx
xxx.xxxxxxxxxxxxxx.xxx
June
11,
2008
Xxxxx
Xxxxxxxxxxx, Principal
Via
e-mail
Dear
Sirs:
We
understand that you wish to engage our legal services in connection with
assisting you to “Go Public” by securing a qualification for the quotation of
your securities on the OTC Bulletin Board.
We
will
provide legal services in connection with the foregoing, with the transaction
being effected and our services related thereto as set forth in the attached
ROADMAP TO GOING PUBLIC.
Fees
and Costs
Our
fee
shall be $36,000, payable $12,000 upon commencement of work, $12,000 upon filing
of the registration statement, and $12,000 upon effectiveness of the
registration statement. In addition, you will issue us upon execution of this
agreement an amount of shares equal to .5% [or 50,000 shares assuming 10,000,000
issued and outstanding] of total issued and outstanding shares of common stock
at the time the company commences trading [estimated amount to be issued upon
execution of this Agreement and adjusted based upon actual number at time
trading commences]. Note in the Roadmap the additional $5,000 fee if we are
required to prepare a Private Placement Memorandum as part of the transaction.
If at any time you terminate this agreement except for my material
non-performance, the entire remaining unpaid fee shall become due and payable
in
full and all prior payments in cash and stock will be retained as fully earned
for services rendered.
Please
wire all payments due as follows:
XXXXXXXX
LAW GROUP, P.A.
Account
Number: 7522000112
ABA
000000000
Northern
Trust Bank, N.A.
Miami,
FL
The
attached schedule sets forth the principal additional costs you
have,
although there could be more depending upon specific facts and circumstances
related to your transaction.
IT
IS OF THE UTMOST IMPORTANCE FOR ME TO KNOW AT ALL TIMES THAT YOU ARE SATISFIED
WITH THE SERVICES PROVIDED BY THIS OFFICE.
So that
there will always be full and open communication between us, and so that we
may
clearly understand and promptly deal with any concerns you may have about our
services, you agree to let us know immediately in writing of any concerns you
may have about the services we perform for you or invoices which have been
rendered. If you wait to inform us of your concerns until a later time, it
may
no longer be possible for us to take any meaningful steps to address those
concerns. At no time will we make any charge for time spent discussing such
matters. REMEMBER
THAT TIME IS OF THE ESSENCE IN ADDRESSING ANY SUCH CONCERNS YOU MAY
HAVE.
If
there
are any questions concerning this agreement, please contact the
undersigned
If
it is
agreed that the foregoing sets forth the conditions of our engagement, please
sign the extra copy of this letter where indicated and return it.
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Sincerely,
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/s/
XXXXXXX X. XXXXXXXX, ESQ.
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Xxxxxxx
X. Xxxxxxxx, Esq.
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The
above
is understood and agreed to:
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/s/
Xxxxx Xxxxxxxxxxx
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||
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Xxxxx
Xxxxxxxxxxx, Principal
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Go
Public Direct Cost Estimate Schedule
This
schedule sets forth the principal costs you will have in a Go Public Direct
transaction, although there could be more depending upon specific facts and
circumstances related to your transaction.
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EXPENSE
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AMOUNT
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SEC
Accountant
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$7,500
(no activity ever) - $100,000+
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Edgarization
[Conversion of your documents to special SEC filing
format.]
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$2,500
- $10,000+.
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506
Blue Sky Filing Fees for the 506 offering. Remember, we do not do
Blue Sky
work, so you will have to engage a filing service
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Filing
fees $0-1,500 per state
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SEC
filing fee
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Less
than $1,000, unless you have substantial assets. [.000107 of the
total
offering amount]
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S
& P Corporate Manual Listing
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Necessary
for secondary trading in 38 states.
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$6,000
for first year. Additional states can be obtained at a cost of
approximately $400 plus filing fees per state.
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Transfer
Agent/Market Maker
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You
cannot pay the market maker. You will have to pay the Transfer
Agent
|
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As
with the accountant, you’ll have to negotiate your fee with the Transfer
Agent just as you have to negotiate CPA fees. Initial set up fees
are may
range from $3,000 to $10,000, but may vary depending upon your situation.
On-going costs vary.
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Investor
Relations/Public Relations Firms
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These
fees are all over the place. I’d be happy to give you my input if you
request.
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CUSIP
Number
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$100
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