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FAQ

Dear Client,

One of the typical questions we receive from new clients considering working with Artfield Investments RD Inc. is “Why should I do business with you? There are plenty of other consultants, and firms offering to take me public through shells, and filings.

SO WHY SHOULD I USE ARTFIELD INVESTMENTS RD INC. FOR MY TRANSACTION?

That is a very good question.

So, here are a few of our answers:

WE ARE FULLY EXPERIENCED IN ALL ASPECTS OF PUBLIC CORPORATIONS

We do not just consult businesses going public. We have or have had SEC attorneys, SEC accountants, market makers, investment bankers, broker dealers, investment relations and PR firms for clients as well. Professionals working in the industry often choose us as their professional advisors. For example, though we are not attorneys, one of our SEC attorney clients once called us the “The attorney’s attorney and the accountants accountant.” Because we have worked so closely with so many professionals who have shared with us their many secrets, we consequently have a good idea of how they think, and what they need and want to do their jobs. We consult for this wide array of professionals because we have the experience to fill in the missing pieces that they each don’t know. Our paralegal team has even trained and routinely gives advice to our SEC attorneys in certain aspects of SEC law. (It is legal for paralegals to give legal advice to attorneys, we just can’t give legal advice to non-attorneys). And if one knew how many audited financials produced by leading accountants we have found errors in, well it might be rather embarrassing for the accountants, especially since we are not accountants!

Most consultants you talk to will not have the knowledge base in all aspects of going public that we have. BEWARE relying on a consultant or other professional to be your senior advisor who is not fully based in all aspects of going public, who does not have other professionals as his clients (ask him!): We have seen attorneys with no market maker or investment banker experience structure a public company that had to be thrown away afterwards as NO market maker or investment banker would touch it. We have seen consultants and investment bankers and IR firms design or allow the company to sign contracts that are not legal because the consultants have no “legal experience” and do not routinely work with a team of SEC attorneys with different skills and specialties as we do. (There is no such thing as a professional finder, for example. A person who raises money all the time must be a licensed broker dealer. How many consulting contracts have you seen that routinely include a finder’s fee?)–We have seen companies accept incorrect advice from an attorney who was lazy and unwilling to do his “homework” because the company had no one else on their team with legal experience to catch the mistake. We have seen consultants who had no current market making and after market experience structure a transaction that was doomed to be “shorted”, or that would leave the company in a weakened market position after the company obtained a listing. The stories could go on and on.

CURRENT AND PLUGGED IN

We generally have several filings for our various clients in front of the FINRA and SEC at any given time. We usually know what the regulators are currently commenting on and generally how they feel about things. Often times, when there is a change of attitude, a change in enforcement, a change in interpretation, we will pick up on it. And we therefore, by and large, see where things are headed just from the comments that regulators make and the questions that regulators ask. Ask other consultants, SEC attorneys, or SEC accountants you are considering how many transactions like the one you are doing does he do in a year, or when was the last time he did a transaction like this one. Generally if a consultant is only doing 1 or 2 transactions like this in a year or it has been 6 months since he did one like this, he is not going to be current. We have continually seen attorneys and other consultants who advise our clients incorrectly based on “non-current” information. We usually have our client get their attorney or consultant on the phone. After we give them our current experiences, they usually concur. BEWARE of consultants, attorneys, and others who are not current and plugged into what is currently happening in the worlds of the FINRA and SEC. (Attorneys and accountants who are not current are particularly intimidating to clients as the fact that they are SEC attorneys or SEC accountants carries a lot of weight. But ask them the questions above. It will help you evaluate them better. Also watch out for accountants practicing law. We have seen it happen over and over again that accountants (especially at the bigger firms) start giving legal advice -incorrect legal advice–more often than not–to their clients. We don’t know why this happens but we have observed this phenomenon frequently.

DEDICATION

Our consultants have been involved in taking companies public since the 1980’s. Artfield Investments RD Inc. was formed in 1998 and our associate company, Artfield Investments was formed in 1996. Together we have been involved fulltime as consultants since then, and when you hire Artfield Investments RD Inc. you get both companies working for you. This is how we make a living. We do nothing else. We are successful. We have had client filings in front of the SEC and/or the FINRA almost every month since then. Our clients have been able to call the same phone number ever since we were formed in 1998. We will gladly give you references of companies and clients we have worked for. BEWARE of consultants who claim to have experience but every time you call them they have a “different” job or simply haven’t had as much experience with public clients as we have. Beware of consultants who will not give you references

CONNECTIONS

We have hundreds of working relationships with market makers, broker-dealers, investment bankers, SEC accountants, SEC attorneys, investor relation firms, PR firms, acquisition and merger specialists, and other professionals to assist your business needs. We have 1000s of connections in our databases and we are constantly increasing and improving the quality of our working relationships. We look for long term players, not short term “self-interest” players. Our working relationships are people we have actually done deals with before and know what kind of product they produce, what they need and want to work with your company, and what their weaknesses and strengths are.

For the companies who follow our advice and instructions, we have market makers who will file a form 211 for the 15c2-11 process. Similarly, for those who follow our advice and instructions, we have market makers who will make a market in your stock after you get listed.

Our investment banking contacts are extensive and comprehensive. We have investment bankers from the beginning levels of investment banking (servicing emerging companies needing 1 to 10 million in funding) to the highest level of investment banking (contacts at the top management levels of the top Wall Street firms such as Morgan Stanley, CIBC, J. P. Morgan, Merrill Lynch). We are aware of what each level of investment banking needs and wants and how to advise you to prepare your presentation for the level of Investment Banking you wish to approach. (These different levels of investment banking do not operate on the same principles and their needs and wants are different.) Most of the bad consulting we see comes from consultants who advise clients to do something that a top investment banking Wall Street firm might want to see, when actually the company is an emerging company that should be creating a presentation for an emerging company investment banker. Another big mistake we see is when management is approached by a large Wall Street firm or thinks they need a large Wall Street firm and chooses to negotiate with these firms directly without using someone like us. Even if you feel you are ready for Morgan Stanley and think you don’t need a small firm like ours you are mistaken. You and your shareholders are better served going through us to meet and negotiate with a firm like Morgan Stanley than on your own. (We know what firms like this want. We know what they will really settle for. And we know how to advise you to protect your best interests not theirs.)

Currently we have investment bankers who will provide the following types of funding for the right companies: Pre-public company–””Finance to go public” , venture capital, and “bridge loans”; Post-public Companies: PPM financing, Equity and Debt Financing, PIPES and Equity Line financing, Asset Backed securities, Bond, and IPO financing, second and third stage public offerings.

We have working relationships with 5 SEC attorneys who do routine work for us, and 30+ attorneys that we have worked with in one way or another in the past. We know how to keep your legal costs down. We know who does good work for reasonable cost. We know when to refer you to a $150 an hour attorney and for what and when to refer you to a $500 an hour attorney and for what.

We can refer you to SEC accountants who do fast work at decent prices. This is one of the biggest problem areas that we have seen, as most filings always have accounting questions and problems. We have seen many filings delayed enormous amounts of time because the accountants were slow and expensive.

We have reputable investor relations firms to which we can refer you –another problem area, especially for emerging public corporations who typically do not have the cash to hire and do not meet the criteria of the top reputable Wall Street investor relation firms.

Plus we have a multitude of other consultants to help you in the going public process and to help you develop your business: Marketing, advertising, acquisition and merger specialists, web site consultants, etc. BEWARE of consultants who lack contacts in all areas of the public process. We have seen filings fail because the person who was acting as the senior consultant to a company did not have all the contacts he needed to complete the process. For example, an attorney who was also acting as senior consultant prepared all the legal documents but could not introduce the company to a market maker to do the 15c2-11 filing. (We are constantly asked to salvage such situations.) We have seen filings fail because investment bankers raised money for people totally illegally because they didn’t have the legal contacts to do proper legal paperwork. (We have had to correct these kinds of situations also.) We have seen companies fail because their business plan was inadequate and unattractive to the investment banking community, so they couldn’t raise any money. The list of reasons why a company can fail can go on and on and on….

And most recently we have extended out connections world wide and have similar connections on all major American, European, and Asian exchanges.

SENIOR CONSULTANTS

We are able to assume the role of senior consultants to your company or client. That is to say, we have the ability and skill to evaluate all your advisors and co-ordinate all your advisors into an agreed upon course of action. One of the most confusing things you will encounter without a senior consultant is that there are many different philosophies in the “going public” arena. There are many ways to go public, and many different and equally valid approaches to doing things. The problem is you have to have consultants who all agree on the same course of action. If you have one consultant telling you to do an IPO while another screams at you NEVER do an IPO, while another says do a “reverse to handle the short sellers,” while another says do a “forward split to handle the short sellers,” your life as an executive can get confusing.

The purpose of the senior consultant is to educate management, not manipulate them. The senior consultant has to be a consultant(s) or firm(s) who are familiar with all aspects of going public and can talk “legalese” to your attorneys and “market making” to the market makers and “investment banking” to the investment bankers. The senior consultant has to be familiar with all the different philosophies in each advisory field and know how to educate management with the various philosophies and approaches and the benefits and pit falls and self-interest motives involved in each. The senior consultant should educate management so that management can make educated decisions which will result in coordinated team members all on the same game plan. The senior consultant should be able to educate other team members when necessary, and when they are not easily educated, the senior consultant should be able to advise which team members should be let go because their philosophy does not fit with the rest of the team or their philosophy is not current. BEWARE: The biggest mistake we see is the company letting a person who is not qualified to be a senior consultant act as a senior consultant. Thus, we see companies letting an attorney who doesn’t know much more than the legal viewpoint acting as a senior consultant. Or worse yet, we see companies letting their investment banker or money raiser, or IR professional act as the senior consultant. The people who invest in you have as their first and foremost objective to get their commission or their money back. Your company’s interests and well being comes in second place (if even that).

ONE STOP SERVICES

As you can see from all that we have written above, we are a “one stop” service. We can connect you to all the services and people you will need in the “going public” process.

WE EDUCATE YOU EVERY STEP OF THE WAY

As you can also see from the above, we have the ability to educate you every step of the way. Whether we are your senior consultant or not, we believe in educating management. It is your company. We feel you can make the best decisions if you are educated, not manipulated or bullied. BEWARE of those consultants who will not take the time to educate you. It begins in your opening conversations. If they are not willing to educate you then, they never will be. Also beware of those who are perhaps willing but do not have the experience to educate you because they lack experience in one or more areas. Especially BEWARE those that seem to be willing to educate you but actually are trying to subtly indoctrinate you into believing that their own “self interest” way of doing things is right for your company. You can recognize them because they usually use their or another’s authority to demand belief rather than good reason. They seldom give you choices or explain your choices and consequences in detail, and quite often they seem to lose patience with you when you ask too many questions.

WE GIVE YOU CHOICES

Our philosophy is to educate you and to give you choices. We often give clients several solutions, several structures and educate them as to the ramifications of each solution or structure. When a client is ready, we can introduce them to several investment bankers, several attorneys, and several market makers, so that the client has a choice as to which professionals the client would like to work with. We are “married” to no one and we do not get any finders fees or kickbacks from investment bankers, SEC attorneys, market makers, etc. (Unless you do not hire us as consultants and specifically hire us as finders. However, the last finder’s fee we received was in 1997 and we rarely ever take on such a job. We are Consultants not finders and do not wish to be finders.) If the professional we refer you to sends you a “bad” contract we will be the first person to tell you not to sign it and refer you to a new person. We are TRUE consultants, and we truly give you choices. BEWARE of firms that do everything in-house, or with not-arms-length associations, or those who get finder’s fees and kickbacks from their introductions. They are married to everyone they refer you to and make money off of every introduction they do. They cannot consult with OBJECTIVITY, INTEGRITY and LOYALTY.

WE DO AS MUCH OR AS LITTLE AS YOU NEED

Though we are senior consultants we are often hired by senior consultants at a firm or by investment bankers or SEC attorneys, etc. to do specific work: corporate documentation, paralegal research, specific introductions, structuring, leverage planning, business plan evaluation, merger and acquisition assistance, top employee acquisition planning, or any of our other services. If we like your company, we are willing to do specific tasks and work under your current senior consultant.

SMALL BOUTIQUE FIRM, YOU GET US

When you hire us, you get us. Though we delegate our corporate paper work services, when you need consulting, you get us. You are not delegated to some junior firm member who has no clue. BEWARE: There are many slightly larger firms whose principals will court you and sell you on the firm, but once they get you on contract you are delegated to some junior employee and your contact with the principal is greatly limited.

ARMS LENGTH CONSULTANTS

As stated above, we are truly arms-length consultants. We can offer management “consultation” with integrity. Though we can offer you referrals in every aspect of the “going public” process, we are at arms length to all of our referrals. Thus, we can introduce you to and help you build a team of professionals to develop your public company and at the same time we can help protect the company from the “natural” self interests of the various team members by helping you review all contracts and educating management on more desirable alternatives when necessary. We encourage all our clients to run every contract from our sources by us before signing. Unfortunately people change. We have had “good” contracts, “good” service from an investment banker, etc. for 4 or 5 deals then suddenly (due to divorce, money problems, stress?) he or she changes. If the person we refer you to sends you a “bad” contract we will be the first person to tell you not to sign it and refer you to a new person. BEWARE of consultants who are not truly arms length to all of their referrals as they have a vested interest, kickback or commission in everything they do. They cannot consult with OBJECTIVITY and INTEGRITY and LOYALTY to the company

HELP YOU BUILD STRONG LONG TERM TEAM

We are long term team members. Over the years we have tried to evaluate and select from all the referrals and people we deal with other long term team members. Long term team members are people who are not desperate for money. They are usually successful and can wait until the company matures to make money. They will not do things to damage the company out of their own self interests. Short term players are in the game to make a quick buck. They will do whatever it takes to make money and they do not care if they hurt or even destroy a company to make their “quick” buck. Over the years we have found referrals who are long term players. These are the people we like to refer to you. Of course we are always expanding and meeting new people. Sometimes we give you referrals of new people who have been referred to us. When we don’t know about a person however, we will tell you that we don’t know. BEWARE of short term players. They do not have your best interests at heart. They are only in it for a quick buck. The advice they give you may sound very good, but it is slanted in their favor and often will leave the company with huge structural or legal problems that cannot be overcome.

WE HELP YOU EVALUATE NEW TEAM MEMBERS THAT YOU MEET

As and after you go public you will be constantly meeting new people that you will consider for your team attorneys, accountants, market makers, broker dealers, investment bankers, IR firms. If you yourself are inexperienced in each of these public areas you will not be able to evaluate these people. If your current consultants are not experienced in all aspects of going public they will not be able to evaluate these people. We have saved many clients from disastrous contracts, con-men, etc. because they took our advice and ran all new contacts and contracts by us for our evaluation. As senior consultants we can do that for you. BEWARE of consultants who do not have the experience to evaluate new team members for you.

WE MAY HELP PROTECT YOU FROM BAD GUYS

As we help you evaluate new team members, we can help you weed out the dishonest and scam artists, and the “incompetent” too. Again we have the ability to evaluate personnel from all areas. It doesn’t matter if they are SEC attorneys, SEC accountants, market makers, investment bankers, Wall Street firms, IR or PR firms, we have the ability to check them out and give our opinion on whether they are legitimate or not, if their prices and services are good, if their contracts are fair, or vague, abusive, and full of self interests. We can often make a few phone calls and see if they are on the “good guy list” or “bad guy list.” BEWARE of the many scams and scam artists that are out there.

WE HELP PROTECT YOU FROM THE SELF-INTERESTS OF OTHERS

We can introduce you to and help you build a team of professionals to develop your public company and at the same time we can help protect the company from the “natural” self interests of the various team members by helping you review all contracts and educating management on more desirable alternatives when necessary. Not every one is a bad guy. But most everyone does have a “self-interest”. Attorneys need work. They sometimes come up with long unnecessary solutions that give them more work and money. Without someone who is skilled in the legal area you have no way of knowing if the attorney’s advice is correct or self-serving. Investment bankers, market makers, broker dealers, and investor relation firms often can make short term money off of you whether or not you are ultimately successful. Though they may be “good” people, even the best are influenced by the short term money factor when they start running out of money, etc. Their contracts and their advice are usually self-serving unless they are truly long term players. Our job is to review contracts and advice from these various professionals, point out inconsistencies with the objectives of the company and advise you to the possible self-interested motives of these various professionals. We have the skill and knowledge to do this. After all, as stated above, nearly all the different professionals have been our clients. We know how they think. BEWARE taking your senior advice from those with self-interests, and making those with self-interests your senior consultants. When we get hired to take you public, we get a flat fee and an equity position and it includes all our introductions to investment bankers, market makers, broker dealers, SEC attorneys, etc. for free. As stated above we do not get finders fees or commissions for these kind of introductions. Like others we too have a self-interest. But our self interest is not short term and is directly in line with the goals of the company. We want our equity in your company to be worth something. We want to see the company succeed. We are going to give you every resource we have and will develop in the future to help you achieve your production goals. We are not poor and can wait to maximize the potential of the equity we have in your company.

GLOBAL DIVERSITY

In the new millennium, being public in one country or operating in one country is not enough. With our global and international connections we can help you get your company listed on multiple exchanges worldwide. Or we can assist you to start operations in another country or continent . And we can do it in the most cost effective and shareholder friendly manner as possible.

WE HELP YOU STRUCTURE A STRONG COMPANY

Since we are long term consultants we will help you structure a company that has a better chance of survival in the public arena. Those with short term interests will often satisfy your immediate needs –perhaps they give you some money, or sell you a shell cheap, or work for stock rather than cash –but while doing so could destroy any chance the company has for long term success. PUBLIC companies like all private companies need to be successful with their business model in the long run to ultimately survive. You cannot build a long term success on public hype. Your company has to actually deliver what it promises to deliver in its business plan, it has to produce products, and it has to make a profit. BUYING a cheap trading shell can actually be disastrous and cost the company millions of dollars in the long run. Accepting money from the wrong people or on the wrong contract can prevent a company from ever being successful, or even set up a company for takeover. How you structure your company in the very beginning of its public life, and how you accept money from people, and how you dole out stock to employees and consultants and others can make the difference between a strong structure that can lead to increased production and a company achieving its long term business plans, or a company crashing and burning as we all saw happen with the recent 2001 “internet” fiasco.

Most all of those internet companies were structured by “self-interest” groups and their poor structure led to many of them crashing and burning and going out of business. We can help you prevent that. BEWARE of those with short term self-interests as they often tempt you with a carrot but behind the carrot is a structure that is in their favor — not yours. Think of all those internet “kids” who were offered 50 million dollars by Wall Street to go public. They were inexperienced business men and “patsies.” Wall Street made billions of dollars on the first day of the IPO and only gave them 50 million of it That’s because they didn’t have a senior consultant like us to protect them. With the right structuring the Billion dollars could have gone to the company and a fair underwriting commission of 15% of the Billion could have gone to Wall Street. How do you know if you are being manipulated or set up? Well, the point is you won’t unless you hire someone like us to protect you.

So even if you don’t choose to go with our full services, hire us to review your contracts with others. Just like you hire an inspector to inspect your property in escrow before you close your real estate escrow, hire us to inspect your structure and contracts before you close any transaction with someone else who wishes to take you public. It is a service we offer and we will be glad to assist you if only in that way. Not everyone is a bad guy or motivated by self-interest. We have told many clients who have used our review service that what they were being offered was a great deal and to go for it.

WE HELP KEEP YOU OUT OF TROUBLE

We will never recommend you do anything that is in the “gray area”. The penalties for making mistakes in SEC areas are too high. One should only do things that are clearly and without question legal. That is always our position on any matter. Conservative black- and- white recommendations have the best chance of keeping you out of trouble. In addition we use “criminal” SEC attorneys to keep our clients out of trouble. Unlike most consultants and companies who have to hire criminal SEC attorneys after they get themselves in a mess, it is our standard policy to refer all our clients to a criminal SEC attorney to review all contracts and press releases for anything that can get the company in trouble BEFORE the contract is signed and BEFORE the press release is issued. It costs very little, and it saves a lot. BEWARE of consultants who do not use attorneys at all, or “transactional attorneys,” or cheap or inexperienced attorneys to review all contracts and press releases. We have 5 attorneys that we use regularly and know many more. We will often refer and consult with three separate attorneys on any given matter, as well as using criminal attorneys (who are in the trenches slugging it out with the SEC every day and know what people are getting busted for, unlike transactional attorneys) to keep the company out of trouble.

WE ENHANCE YOUR NEGOTIATION ABILITY

Because of our experience, knowledge and our focus on educating management, we can enhance your ability to negotiate with anyone for anything in the public arena. Even if you do not think we are the right firm to take you public, or if you feel you need a large well known, name brand firm, or a large well know legal firm, or one of the big accounting firms to impress your investors (which very well might be the case) hire us first. We can assist you in obtaining the best contract, best cost, best terms, and most competent employees to work with from these well know firms. BEWARE of negotiating with Wall Street and other large firms in the public arena, with no experienced senior consultant to protect you. You will NOT get the best deal.

WHEN YOU GO PUBLIC WITH US, YOU GET ALL OF THE ABOVE

When you contemplate a transaction with another, ask yourself: what are you really getting? Are you getting all of the above support for your company, or are you being short sighted saving a few dollars and dooming your company to failure? You may be getting a cheap shell from inexperienced people who failed at their own business. The shell may be structured incorrectly thereby dooming you in the aftermarket. What else can they do for you? You may be getting an offering document from an attorney. He may know nothing about market making and investment banking. You may be throwing your money away and have to do it over again. What else can he do for you? Do you have a choice and selection of attorneys like you do with us? If an investment banker takes you public, you may be getting money, but you may also be getting set-up to satisfy his short term interest and dooming your company to collapse within 6 months of going public. Is the money worth that consequence? Who is going to keep him honest? When you go public with us you get ALL of our services as part of our flat fee package.

COST

Most of our pricing is for a complete package to go public. There is a flat fee and an equity position which is negotiated depending on your company. Our flat fee includes all of the services mentioned above in our complete package. Specific jobs are also usually priced on a flat fee basis cost. Call us and tell us about your company and we will give you a cost for the services you desire. If you think our prices may at first seem expensive, once you realize all that we can do for you, you will see that the fees others charge you are not nearly as cheap and are much more expensive in the long run.

I hope this has been helpful.

Thank you for considering Artfield Investments RD Inc. as your consultants.

Stan Medley,

President, Artfield Investments RD Inc.



For All of your INCORPORATING needs contact Samuel Wierdlow Inc. (www.SamuelWierdlowInc.info)