Securities Compliance Group is multi-disciplinary law firm founded in 2005 by Adam S. Tracy, an experienced attorney and capital markets consultant. The firm is a leading provider of corporate, corporate finance and securities legal services to microcap public companies and pre-IPO issuers. Securities Compliance Group has advised 100's of public issuers listed on the NASDAQ, OTC and Pink Sheets marketplaces. - Corporate governance, general corporate and securities law, including FINRA and SEC public-company financial reporting; - Strategic legal and business planning, including mergers, reverse mergers, initial public offerings (IPOs), acquisitions, divestitures, bankruptcies, securities issuances, capital transactions and strategic investments; - Merger and acquisition advisory and due diligence, including buy-side transactions, recapitalizations, business valuations, review of strategic alternatives; tax advantaged structures and bankruptcy/insolvency situations; - Securities transfer and sale including Rule 144, crowdfunding, Regulation D; - Shareholder communication programs, including proxy solicitation and contests; - Hedge fund and RIA formation and administration; and - Capital formation; investor presentation and pitch development; network of over 100 investment banks, hedge funds and PIPE funds

1. Other
Flat Rate General Counsel Services
The attorneys of the law firm of Securities Compliance Group, Ltd. offer outsourced general counsel services
to issuers consisting of up to thirty hours per month of all-inclusive legal consulting services at the following
quarterly, flat rates:
Monthly Fee: $4,000/00 $3,000/00 $2,000/00 $1,000/00 $1,000/00 $750/00
At the client's election, our firm will accept up to 25% of the quarterly flat fee in shares of the client's common
stock in lieu of cash. Engagement fees are payable monthly and made pursuant to a written agreement with our
firm. Our flat rate general counsel services include, among other matters:
Hourly Rate Services:
The attorneys of the law firm of Securities Compliance Group, Ltd. also provide
reasonable, hourly engagements at the following rates:
Firm Partner . . . . . $300/00
Firm Associate . . . . . $150/00
Firm Paralegal . . . . . $75/00
Our firm will accept up to 33% of the hourly fee in shares of the client's common stock
in lieu of cash. Engagement fees are payable with reasonable retainer upon
engagement and are billed monthly.
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Corporate secretary services including drafting of
minutes, resolutions and other Board documents.
Association and bylaws, operating agreements and
partnership agreements, annual, special and general
meetings.
Drafting and proxy statements and annual
shareholder meeting reparation/management.
Corporate Securities
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SEC annual, quarterly and 8-K reporting, as well
as OTC Markets Information requirements.
Ownership filings on Forms 3, 4 and 5 including
form 130, as well as Rule 144 matters and
Drafting of registrations on Forms S-3, S-4 and
S-8 as well as Rule 3(a)(10) exemption.
M&A/Transaction Support
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Negotiate, review and draft contracts, licensing,
and asset purchase/sale agreements.
Negotiate, review and draft business acquisition
and reorganization documents, including reverse
mergers.
Acquisition, merger and transaction due
diligence.
Capital Markets Advisory/Financing
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Negotiate, review and draft financing documents
including PIPE, private equity and bank
investments.
Negotiate , review and draft securities purchase
agreements and promissory notes/debentures.
Draft private placement memorandums,
subscription agreements and debt documents.
Secured Transactions/Real Interests
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Purchaser/Seller representation in commercial,
bulk residential and natural resource transactions.
Development, perfection and transfer of
mortgages, UCC, mineral rights and oil/gas leases.
Complex bankruptcy, foreclosure and
repossession advisory and representation.
Litigation
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Litigation risk assessment and complaint
response and defense mediation.
Pre-litigation correspondence and early
litigation pleading preparation/representation.
Officer/director liability and regulatory agency
advisory and representation.
Intellectual Property/Franchise
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Preparation and filing of copyright, trademark
and franchise formation documents.
Negotiate, review and draft intellectual property
licenses and franchise sale documents.
Negotiate, review and draft service, product
development and distributiton agreements.
Taxation/Debt Abatement
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Preparation of IRS and state income, withholding
and sales/excise tax returns.
Drafting and negotiation of IRS and State tax
resolution/settlement agreements.
Negotiation and debt re-negotiation/settlement
with vendors, investors and other obligees.
Securities Compliance Group, Ltd. 520 West Roosevelt Road, Suite 201. Wheaton, IL 60187
www.IBankAttorneys.com (888) 978-9901 | at@ibankattorneys.com
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2. Flat Rate "Turn-Key" Transactional Services
The attorneys of the law firm of Securities Compliance Group, Ltd. offer equity-based, flat fee transactional
services as follows:
Initial Public Offering
(Form S-1/1-A Filing, DTC, 15c2-11 Filing
OTCQB "Uplist"
(Form 10/S-1 Filing)
Form 15c2-11 Filing
DTC Eligibility
Other Services
(Call for Pricing)
- DTC Chill/Lock Removal
- Rule 144 & Other Tradability Opinions
- FINRA Actions: Name Change, Forward/
Reverse Split, Etc.
- SEC Filings/Compliance
- SEC/FINRA Litigation
- Reverse Mergers
-Three (3) Payments of $2,500
- $17,500 in Company Stock
*Estimated Time to Completion: 3-4
months
-Two (2) Payments of $5,000
- $15,000 in Company Stock
*Estimated Time to Completion: 2
months
- Two (2) Payments of $3,500
- $15,000 in Company Stock
- $5,000 Flat Fee
Securities Compliance Group, Ltd. 520 West Roosevelt Road, Suite 201. Wheaton, IL 60187
www.IBankAttorneys.com (888) 978-9901 | at@ibankattorneys.com

3. Ancillary Services
The Securities Compliance Group, Ltd. is pleased to offer public companies an array of ancillary services as
follows:
EDGAR/XBRL
Transfer Agency
Accounting/Audit
Investor Relations
Cathedral Stock Transfer is a
SEC-registered, full service
Transfer Agent. New Issuers are
offered three (3) months free.
Quality EDGAR/XBRL Services
- guaranteed to lower your costs
by 40%. Call for quote
www.cathedralstocktransfer.com
AccelCFO offers outsourced
financial reporting & tax
services at discounted rates -
only $500 per corporate return.
www.accelcfo.com
Pacifix Financial is a full service
Investor Relations Firm
handling Market Awareness and
Corporation Formation
Services.
Securities Compliance Group, Ltd. 520 West Roosevelt Road, Suite 201. Wheaton, IL 60187
www.IBankAttorneys.com (888) 978-9901 | at@ibankattorneys.com