1. ENGINEERED
CORPORATE
STRUCTURE
Walker
Center
175
SOUTH
MAIN
ST.
15TH
FLOOR
SALT
LAKE
CITY,
UT
84111
medancy@ddrassociates.com
mdoron@ddrassociates.com
drees@ddrassociates.com
801-­‐303-­‐5736
801-­‐214-­‐9215

2. DDR
&
ASSOCIATES,
LLC
DDR
&
ASSOCIATES
DDR
&
Associates
was
formed
to
provide
broad-­‐based
solu>ons
to
our
clients
by
bridging
the
gaps
that
exist
between
tradi>onal
strategic
consul>ng,
legal,
financial
service
and
venture
capital
firms
to
facilitate
the
raising
of
capital.
We
accomplish
this
by
helping
our
clients
evaluate
all
the
poten>al
opportuni>es
that
exist
to
raise
capital
and
acquire
strategic
resources.
Our
approach
is
never
one
of
form
fiIng
your
needs
to
the
solu>ons
that
we
offer.
Instead
we
find
the
right
investment
channel
for
your
organiza>on.
We
then
help
you
prepare
the
informa>on
to
support
a
highly
targeted
and
proven
communica>on
approach
that
will
op>mize
your
opportunity
so
it
will
appeal
to
our
extensive
network
of
investment
channels
and
poten>al
partners.
We
focus
on
working
with
growing
and
emerging
mid-­‐capitaliza>on
companies.
Our
advisory
and
technical
experience
and
exper>se,
and
that
of
our
alliance
partners,
enable
us
to
provide
services
that
leverage
your
global
market
poten>al.
Our
clients
are
located
in
Utah
and
throughout
the
United
States,
as
well
as
overseas
in
China,
India,
the
United
Kingdom,
the
Netherlands,
and
other
interna>onal
loca>ons.
As
a
result,
we
have
extensive
experience
helping
our
clients
conduct
business
both
domes>cally
and
interna>onally.
DDR
uses
a
blended
approach
to
public
and
private
finance.
Our
clients
are
typically
development
stage,
however
each
business
must
be
fundamentally
based
and
able
to
move
to
a
na>onal
exchange
within
approximately
36-­‐48
months.
Early
sage
investors
expect
significant
returns,
therefore
the
DDR
team
works
to
incubate
each
client
to
carefully
blend
a
private
equity
approach,
basing
investment
on
current
non-­‐market
related
valua>ons,
recognizing
the
upside
alongside
a
company’s
business
execu>on.
Below
is
a
outline
of
services
and
criteria
within
DDR
&
Associates:
Vincent
&
Rees
Private
Equity
Criteria
Public
Equity
Criteria
Legal
Services
Provided

12
M
illion
Cminimum
blocks
ommi]ed
 Should
be
able
to
make
na>onal
•
$50K
exchange
in
36-­‐48
months
Merger
&
Acquisi>ons

Par>cipants
may
choose
project
 Should
be
able
to
earn
$0.5
-­‐
$1.00
Private
Placements

Ownership
or
controlling
per
share
EBITDA
in
36-­‐48
months
Securi>es
Law
interest
 Management
team
should
have
Commercial
Law

Target
10%
net
annual
growth
proven
experience
to
mi>gate
Transac>onal
Legal
Services
execu>on
risk
 Capitaliza>on
to
reach
earning
targets
should
be
25-­‐30M
or
less

3. DAVID
REES
MICHAEL
DORON
BIOS
David
M.
Rees
is
a
partner
in
the
Salt
Lake
City
firm
of
Vincent
&
Rees,
a
law
and
Michael
J.
Doron
is
a
visionary
corporate
leader
with
execu>ve-­‐level
experience
business
advisory
firm.
David
has
represented
and
worked
extensively
with
in
investment,
banking,
debt-­‐restructuring,
consumer
services,
and
land
numerous
finance
and
lending
ins>tu>ons,
assis>ng
with
the
due
diligence
development
at
small
to
large
organiza>ons.
Strategic
planner
using
background
process
for
lending
as
well
as
structuring
hundreds
of
debt
financing
as
CFO,
COO,
VP,
consultant,
and
lobbyist
to
devise
most
effec>ve
tac>cs
in
transac>ons.
David
has
many
years
of
experience
working
with
small,
medium
achieving
goals.
Adept
at
leading
business
development,
opera>ons,
and
all
and
large
companies
in
various
capaci>es,
including
in
mergers
and
acquisi>ons,
financial
aspects
to
mi>gate
risk,
increase
revenue,
and
drive
customer
arranging
and
structuring
financing,
opera>ons,
sales/marke>ng,
and
cross-­‐ sa>sfac>on.
Rela>onship
manager
with
track
record
of
raising
significant
funds
border
transac>ons.
David
has
assisted
many
companies
in
going
public
and
for
companies
and
non-­‐profits.
going
private,
raising
capital,
and
growing
sales
opportuni>es
within
the
US
and
interna>onally.
David
has
traveled
extensively
throughout
Asia
throughout
his
Currently
Michael
is
a
Managing
Director
with
Covalence
Solu>ons,
a
consul>ng
business
career.
company
specializing
in
mergers
and
acquisi>ons,
turnarounds,
supply
chain
management,
start-­‐ups,
and
venture
capital.
Covalence
Solu>ons
is
focused
on
David
is
also
currently
serving
as
a
member
of
the
Board
of
Directors
of
Learning
assis>ng
emerging
and
established
companies
that
have
the
poten>al
for
short
Through
Sports,
a
privately
held
educa>on
company
in
Birmingham,
Alabama;
term
posi>ve
cash-­‐flow
and
EBITDA.
We
seek
out
under-­‐valued
opportuni>es
and
as
a
member
of
the
Board
of
Directors
of
Shaka
Shoes,
a
publicly
traded
shoe
with
quality
assets,
superior
strategic
and
growth
prospects,
enabled
by
and
apparel
company
in
Kona,
Hawaii.
proac>ve
superior
management
and
Boards.
Among
other
previous
posi>ons,
David
has
served
as
CEO
of
Well
Renewal,
a
Michael
served
as
both
COO
and
CEO
of
a
publicly
traded
company
where
he
diversified
oil
and
gas
services
company
in
Tulsa,
Oklahoma;
CEO
of
English
oversaw
a
complete
turnaround
of
the
company,
concluding
with
a
$5MM
debt
Language
Learning
and
Instruc>on
System,
a
publicly
traded
educa>onal
restructuring
and
spinning
off
a
public
en>ty.
sofware
company
in
Sandy,
Utah;
as
a
member
of
the
Board
of
Directors
and
Vice
President
of
Strategic
Planning
for
iMall,
a
publicly
traded
Internet
company
His
previous
posi>on
was
both
as
CFO
and
COO
for
FSA,
a
Utah
Consor>um
in
Provo,
Utah
and
Los
Angeles,
California;
as
a
Vice
President
of
Investment
transac>ng
over
$92
million
annually,
and
specializing
in
land
development,
Banking
for
Catalyst
Financial
in
Connec>cut;
and
as
general
counsel
to
engineering,
design,
construc>on,
finance
and
marke>ng.
Michael’s
numerous
public
and
private
companies.
responsibili>es
at
FSA
included,
planning
and
direc>ng
all
aspects
of
the
organiza>on's
opera>onal
policies,
objec>ves
and
ini>a>ves,
with
a
focus
on
David
was
an
associate
in
the
Mergers
&
Acquisi>ons
and
Corporate
Finance
strategic,
tac>cal,
and
opera>ons
management.
Michael
was
primarily
departments
at
the
law
firm
of
Skadden,
Arps,
Slate,
Meagher
&
Flom
in
New
responsible
for
the
a]ainment
of
the
organiza>ons
short-­‐
and
long-­‐term
financial
York,
NY.
and
opera>onal
goals,
as
well
as
ensuring
future
growth.
David
received
his
B.A.
in
History
from
Weber
State
University
in
1990
and
his
Michael
has
also
worked
as
Private
Banking
VP
for
Bank
of
the
West,
managing,
J.D.
from
New
York
University
in
1993.
preserving
and
crea>ng
wealth
for
high
net
worth
individuals
and
companies.
He
worked
directly
with
Bank
of
the
West's
Asset
Management
Group,
Wealth
Investment
Group
and
Real
Estate
Investment
Trust
Group.
Michael
received
his
undergraduate
degree
from
the
University
of
Maryland,
College
Park,
and
graduate
degree
from
American
University
in
Washington
DC.

4. MICHAEL
DANCY
ASSOCIATES
&
DDR
Services
BIOS
Associates
includes:
Michael
Dancy
spent
the
last
ten
years
in
the
trenches
of
the
public
finance
and
corporate
structure
world
as
the
President
of
M.E.
Dancy
Consul>ng
Services,
• Broker
Dealer
relaTonships
Inc.
Michael’s
client
list
included
numerous
BioMedical
firms,
an
IP
Broadcast
• Access
to
Capital
markets
Television
Media
and
Network
Company,
an
Air
Cargo
Company
and
several
• Merger
and
AcquisiTon
professionals
companies
developing
green
energy
solu>ons
including
an
environmental
energy
technology
company
focused
on
hybrid
drive
train
development
and
geothermal
• SEC
PracTce
aorneys
power
development
and
technology
licensing
of
renewable
geothermal
electric
• SEC
PracTce
AccounTng
Firms
power
plants
with
one
opera>ng
plant
in
southern
Utah
and
eight
ac>ve
and
early
stage
projects
in
four
western
United
States:
Utah,
New
Mexico,
Nevada
• Public
and
Investor
RelaTon
Firms
and
Oregon,
as
well
as
a
concession
for
100,000
acres
in
Indonesia.
• Brokerage
Firm
Market
Makers
Each
of
these
public
companies
underwent
significant
corporate
incuba>on
With
DDR
you
can:
including
the
placement
of
key
management
and
public
and
private
finance
on
 Gather
compeTTve
intelligence
and
industry
insight
-­‐
their
way
to
be
acquired,
furthering
their
corporate
objec>ves
or
transi>on
to
na>onal
exchanges
such
as
the
New
York
Stock
Exchange.
Prior
to
his
experience
with
analy>cal
project
research
with
the
public
finance
world,
Michael
served
as
the
CEO
of
MedQuest
 Benchmark
your
financial
performance
and
capital
Pharmaceu>cals
of
Utah.
structure
against
your
peers
 Monitor
and
assess
risk
within
your
counterparty
banks,
Michael
spent
12
years
in
special
projects,
program
management
and
suppliers,
partners
and
clients
engineering
with
McDonnell
Douglas/Boeing,
working
on
numerous
government
 Determine
your
strategic
growth
plan
and
iden>fy
and
commercial
programs
domes>cally
and
interna>onally.
poten>al
acquisi>ons,
partnerships
and
funding
op>ons
 Gain
unique
transparency
into
mul>ples,
valua>on
and
Michael
received
a
Master
of
Science
degree
from
the
University
of
Southern
pricing
for
comparable
M&A,
equity,
bond
and
loan
California
in
Systems
Management
and
a
Bachelor
of
Science
degree
from
the
California
Polytechnic
University
at
San
Luis
Obispo
in
Aeronau>cal
Engineering.
transac>ons
Dancy’s
further
educa>on
path
includes
undergraduate
work
at
Pasadena’s
 Monitor
global
market
developments
and
economic
California
Ins>tute
of
Technology
in
Mechanical
Engineering
and
Composite
indicators
that
impact
your
business
Design
and
Structural
Analy>cs
at
UCLA
(University
of
California
at
Los
Angeles).
 IdenTfy
the
most
appropriate
funding
soluTon
and
reduce
your
cost
of
capital

5. Business
Services
Business
Process
Model
(DDR
Assists
with
the
IntegraTon)
BUSINESS
SUMMARY
 IPO
Development
DTC
Filings
Current
Report
Filings
(10Ks
&10Qs)
 PPM
Development
 Capital
Forma>on
Strategy
SEC
&
Legal
 Subscrip>on
Agreements
S1
IPO
Filings
FINRA
Filings
Funding
&
Contract
Reviews
 Licensing
Development
 JV
Development
 Debt
Restructuring
Assist
company
to
complete
target
acquisi>ons
 Business
Plan
Development
Core
Business
 Market
Strategy
&
Research
 Segmenta>on
Strategy
Assist
company
with
management
team
 Mergers
&
Acquisi>on
Advisory
 Roll-­‐up
Strategy
Develop
funding
strategies
for
growth
&
corporate
capitaliza>on
 Opera>ons
Improvement
 Supply
Chain
Improvement
Funding
Strategy
 Exit
Strategies
Provide
project
funding
support
to
reach
corporate
goals
OperaTonal
Structure
Summary
DDR
&
Associates
offers
unique
solu>ons
and
services
to
its
clients
which
range
from
small
privately
held
companies
to
small
to
midcap
publicly
DDR
&
Associates
traded
companies
within
the
OTC,
NASDAQ,
AMEX
and
NYSE
markets.
Once
a
client
is
organized
on
a
firm
strategic,
financial
and
opera>onal
founda>on,
we
introduce
our
clients
to
select
members
of
our
investor
and
partner
network
that
have
an
expressed
interest
in
Public
Offerings,
Private
Placements,
Licensing
Agreements,
Debt
or
Exit
Strategy.
IPOs
Mergers
We
approach
your
business
as
though
it
is
our
own.
Our
success
can
only
and
Strategy
&
IR
&
Exit
be
measured
by
your
success.
Our
clients
benefit
from
our
long
Legal
standing
rela>onships
with
investors,
bankers,
corpora>ons,
VCs,
and
Capital
corporate
law
firms.
Our
commitment
to
ongoing
client
service,
quality
of
deliverables,
strategic
advice,
and
candid
feedback
has
ensured
the
Forma>on
best
possible
outcomes
and
is
the
founda>on
of
our
long-­‐term
strategic
alliances.

6. Typical
DDR
Deliverables
–
Companies
should
expect
the
following
when
through
the
DDR
process
TYPICAL
DDR
DELIVERABLES
The
basic
error
made
by
most
private
companies
is
not
beginning
early
enough
to
prepare
for
a
private
financing,
or
a
public
offering
as
part
of
a
transi>on
to
a
na>onal
exchange.
The
result
is
untold
millions
lef
on
the
table,
or
worse,
transac>ons
are
never
consummated.
The
seeds
of
a
successful
na>onal
exchange
lis>ng
are
sewn
months/years
in
advance.
Although
Public
offerings
are
each
dis>nctly
different
processes,
the
people
signing
the
checks
ul>mately
all
need
to
see
the
same
basic
things
in
or
about
a
company,
irrespec>ve
of
the
type
of
transac>on.
The
following
are
steps
that
don't
cost
a
lot,
but
can
make
a
huge
difference.
CLEAN
UP
THE
BALANCE
SHEET
The
first
financial
statements
given
to
poten>al
investors
or
buyers
set
the
stage.
Subsequent
revisions
are
at
best
viewed
with
skep>cism.
If
owners
want
to
pull
out
excess
cash
or
retain
personal
ownership
of
real
estate,
equipment,
copyrights
or
patents,
get
them
off
the
balance
sheet
now.
Loans
to
the
company
from
shareholders
should
be
replaced
by
bank
debt,
even
if
the
shareholder
has
to
pledge
the
company’s
payoff
as
addi>onal
collateral
for
the
new
bank
loan.
Receivables
due
from
officers
or
shareholders
should
also
be
cleared
up.
It
is
important
to
“come
clean”
with
a
company’s
equity
structure
at
the
onset.
This
promotes
trust
between
the
balance
sheet
and
poten>al
investors.
Investors
want
to
make
sure
there
are
no
“side
deals”
that
exist
which
might
nega>vely
influence
their
equity
posi>on.
HAVE
AUDITABLE
FINANCIALS
Audited
financials
add
value
and
may
make
the
difference
between
doing
the
deal
or
not.
(For
almost
all
IPO's
at
least
two
full
years
of
audited
statements
are
mandatory.)
If
your
financials
aren’t
audited,
at
a
minimum
have
a
credible
CPA
observe
year-­‐end
inventory
and
file
it
away.
The
cost
is
nominal,
and
it
usually
makes
a
retroac>ve
audit
possible
if
other
accoun>ng
records
are
in
order.
MANAGE
THE
INCOME
STATEMENT
Investors,
buyers
and
underwriters
all
look
for
consistent
earnings
and
growth.
Peaks
and
valleys
make
them
nervous.
Earnings
and
growth
to
a
degree
can
be
managed
within
the
bounds
of
generally
accepted
accoun>ng
principles
(GAAP).
Tax
deferral
is
no
longer
the
main
objec>ve.
Spikes
and
dips
in
year-­‐to-­‐year
profits
reduce
credibility
and
value,
but
in
a
smaller
company
can
be
smoothed
out
by
increasing
or
decreasing
reserves,
giving
or
postponing
bonuses
or
capitalizing
or
expensing,
where
the
op>on
exists.
Also,
within
bounds
of
accoun>ng
rules
it
is
perfectly
legi>mate
for
financial
reports
to
be
different
from
tax
returns.
Income
statements
can
be
"recast"
afer
the
fact
to
add
back
discre>onary
expenses
such
as
excess
owners'
compensa>on
and
perks.
If
an
IPO
is
the
objec>ve,
however,
high-­‐
>cket
perks
should
be
eliminated
now
because
you
can’t
use
recast
financials
in
an
IPO.
Every
$1
spent
in
a
year
can
reduce
the
value
of
the
company
in
an
IPO
by
$10,
$15
or
more.
If
private
investment
or
sale
is
a
more
likely
goal,
at
least
keep
discre>onary
expenses
readily
iden>fiable
so
recast
statements
are
easy
to
track
and
reconcile.
FILL
GAPS
IN
MANAGEMENT
Most
investors,
underwriters
and
buyers
consider
management
their
top
priority.
Fill
gaps
in
management,
either
internally
or
from
the
outside,
sooner
rather
than
later,
and
give
people
already
on
board
the
right
>tles.
Companies
with
no
Vice
Presidents
make
management
look
thin,
and
managers
with
60
days
tenure
aren’t
par>cularly
inspiring.
Also,
there
should
be
at
least
the
blueprint
of
a
succession
plan
in
place,
and
senior
management
should
have
meaningful
and
well
thought-­‐out
answers
as
to
their
future
inten>ons
and
expecta>ons.
Key
execu>ves
should
have
professionally
prepared
employment,
op>on
and
incen>ve
agreements
in
place
before
discussions
start.
Seek
outside
help
to
determine
what's
customary
given
your
circumstances
and
considered
acceptable
to
investors,
buyers
or
underwriters.
POSITION
THE
COMPANY
FOR
THE
RIGHT
COMPARISONS
Investors
and
buyers
judge
by
comparison.
Maintain
a
running
comparison
of
your
opera>ng
and
financial
sta>s>cs
vs.
those
of
your
peers
and
compe>tors.
Prospectuses,
10K’s
and
annual
reports
are
excellent
sources,
as
are
trade
associa>ons
and
bankers'
industry
profile
books.
A
fair
comparison
may
require
changing
your
accoun>ng
categoriza>ons.
DDR
will
study
security
analysts’
reports
on
companies
in
your
industry
and
determine:
a)
which
similari>es
you
want
to
reinforce,
b)
which
you
should
distance
yourself
from;
and
c)
how
to
accomplish
that.
Also,
try
to
determine
a
range
of
values
for
your
business
in
the
context
of
a
sale,
financing
or
IPO,
based
on
what
you
can
glean
from
public
and
trade
sources.

7. Typical
Projected
Timeline
TYPICAL
DDR
CLIENT
-­‐
PROJECTED
TIMELINE
PUBLIC
SEC
FILING
PROCEDURE
PUBLIC
COMPANY
MILESTONES
(36
MONTHS)
COMPLETE
10K/Q
AND
OTHER
SEC
FILINGS
COMPLETE
S1
REGISTRATION
RESPOND
TO
S1
COMMENTS
FROM
SEC
SIT
QUIETLY
AND
INCUBATE
COMPANY
CONDUCT
INTERNAL
FINANCE
AUDITS
MAKE
APPLICATION
TO
DTC
AND
FINRA
MAKE
APPLICATION
TO
NATIONAL
EXCHANGE
INVESTMENT
MILESTONES
(36
MONTHS)
INITIAL
VALUATION
OF
20M
500K
SHARES
ISSUED
@
$1
5M
SHARES
ISSUED
IN
STAGES
COMMENCERATE
WITH
BUSINESS
@
AVG
$3
INITIAL
DILUTION
(20M
SHARES)
SECONDARY
DILUTION
(20M
SHARES
@$5)
500K
SHARES
–
36
month
incuba>on
CAPITAL
(SECONDARY
AT
TIME
OF
NATIONAL
EXCHANGE)
5M
SHARES
–
18-­‐24
MONTH
ACQUISITION
CAPITAL
12.5M
FOUNDER
SHARES
40M
SHARES
ISSUED
-­‐
$5/SH
SECONDARY
2M
DDR
SHARES
–
TRANSACTION
FEE
=
200M
ADDITIONAL
MARKET
CAP
AFTER
24
MONTHS
48
Month
Projec>on
@
$10/Share
Poten>al
Investor
Liquidity
(3M
Dollars
@$3/SH)
=
400M
MARKET
CAP
BUSINESS
MILESTONES
(36-­‐48
MONTHS)
COMPLETE
product
development
Customer
Acquisi>on/Expansion
Grow
Produc>on
Capabili>es
ESTABLISH
INITIAL
VALUATION
(20M)
WAYPOINT
VALUATION
(60M)
WAYPOINT
VALUATION
(200M)
Ini>al
Customer
Base
Customer
Base
–
Grows
substan>ally
Start
Public
Offering
Road
show(6
months)
Should
be
EBITDA
approximately
10M/yr
Should
be
EBITDA
approximately
20M/yr