MCG INVESTORS , LLC SUMMARY MID CITY GROUP

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1 MCG INVESTORS , LLC SUMMARY MID CITY GROUP 2005 Cogent Exit Strategies Cogent Transitional Process: Introduction 1

2 MCG INVESTORS , LLC SUMMARY As part of a small investment group, MCG Investors , LLC, Cogent Exit Strategies owns an inactive public shell corporation created specifically for a merger with a private company. We have invested in this company for the specific purpose of making this shell opportunity available to the right merger candidate and are accepting inquiries from qualified companies wishing to merge with a public shell. This opportunity became available as a result of our principal attorney s long-time relationship with the original owner of the shell. MCG principals have over 50 years combined experience in SEC, public market matters, and preparing and raising money for private placements. Principals of MCG have participated in over 75 public offerings and private placements. Together this group offers tremendous value to the right private company merger candidate Cogent Exit Strategies 1

3 QUALIFIED PRIVATE COMPANY CANDIDATES This public corporation will only be made available to a going concern, profitable private company that is not in need of quick capital. The company must have a track record of growth that demonstrates its ability to reach a size and scale at which it can succeed as a public entity. Other preferred qualifications include: Officers or managers with some public company experience, including an experienced CFO Business strategy of aggressive growth, with achievable benchmarks Experienced legal representation Capable of raising own PIPE or other private placement if needed Track record of growth and cash flow Public Shell Structure The shell company was formed to be a vehicle for merger with a private company, and is free of operating history, assets (other than its nominal capitalization) or liabilities, existing or contingent. The company has approximately 10,000,000 common shares issued and outstanding and no preferred shares. There are approximately existing shareholders, but may be as many as MCG expects to retain up to 20% of outstanding shares after the merger. (See MCG Services) No rights, warrants, options or commitments exist for any other common or preferred shares. Current Status The company maintains audited financials that show no liabilities and no material assets. The next form to be filed with SEC will be with merger candidate business plan. This entity can be ready and trading with right merger in days. 2

4 MCG SERVICES Inclusive Services The following services will be provided by Mid City Group to qualified merger candidate at no fee: Legal work for the completion of transaction and filings required to become a trading company. Filing Form 10 Filing Form 15c2-11 All other associated SEC filings Analysis and Determination for appropriate trading level, i.e. OTCBB (pink sheets, SmallCap NASDAQ, etc. Introductions to necessary public market professionals. Market makers Financial public relations firms Attorneys that specialize in securities laws Accounting Firms Fee Based Services Specific fee-based project work as required to prepare Candidate Company for outside investment is also available: Strategic planning Organizational structure Management profiles Business Plan Development Investor Introductions and Presentations PPM Preparation Regulation D compliance Filing in up to three states Business Valuations Capital Structure Review Services Not Provided by Mid City Group MCG performs no underwriting function. As an entity, it does not fund any of the private placements. Attorneys and other professionals engaged and paid by MCG will be acting solely on behalf of MCG, not the candidate company. It is strongly recommended that a candidate consult with its own legal and other professional counsel such as a designated securities attorney and SEC qualified auditors that will represent the private merger partner. 3

5 CONTACT Interested and qualified candidates are encouraged to contact Cogent Exit Strategies to discuss this opportunity. Cogent Exit Strategies 3300 Via Lido Newport Beach, CA e: t: (949) f: (949)