Private Placement Memorandum Name: No.

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Kemper & Associates LLC.

Kemper & Associates (“KA” or the“Company”) is offering up to 1,000,000 shares of common stock (the “Shares”) ona “bestefforts” basis at $1.00 per Share. The Shares have not beenapproved to trade eonany exchange and are not registered under the Securities Actof 1933, the Georgia Securities and Investor Protection Act, or other applicable state securities laws.

There is a minimum purchase requirement of $50,000. There is no minimum amountof proceeds we must raise. We intend to apply the proceeds as we receive them for the purpose described later in this Confidential Private Placement Memorandum (the “Memorandum”) under “Use of Proceeds”. The earlier that you invest in the offering the higher the risk associated with your investment. This is because the Company has not yet achieved profitability and we may not be able to sell a sufficient number of Shares to operate as anticipated. See “Risk Factors”.

Proceeds O ffering to the 1 Price Commissions Company2

Per Share $1.00 None $1,000,000 Total $1,000,000

1 The Company is offering the Shares itself through the efforts of its executive officers and directors. The Company reserves the right to use the services of broker-dealers , promoters , finders and other third parties in connection with this offering and to negotiate commissions for those services.

2 Does not include expenses of the offering.

ii KA Private Placement rev. Kemper & Associates, LLC 541 10th St, Suite 343 Atlanta, GA 30318 Telephone: 404-567-5211 investors@ka1llc.com www.ka1llc.com

The date of this Memorandum is January 1, 2021

3 KA Private Placement rev. This Memorandum constitutes an offer only to the person whose name appears on the cover page of this Memorandum, and any reproduction or distribution of this Memorandum, in whole or in part, or the disclosure of any of its contents to unauthorized persons is prohibited. This Memorandum does not constitute an offer or sale or a solicitation of an offer to buy any securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation. No person has been authorized in connection with this offering to give any information or to make any representations other than those contained in this Memorandum and, if given or made, such information and representations must not be relied upon. Under no circumstances shall the delivery of this Memorandum or any sale hereunder imply that our business affairs, any other facts set forth herein or other parties described herein have not changed since the date hereof, or that the information contained herein is correct as of any time subsequent to the date of this Memorandum.

Sales of the Shares can be consummated only by our acceptance of offers to purchase such Shares, which are properly tendered, to us by prospective investors. If any person elects to not make an offer to acquire the Shares offered hereby, or if w e reject an offer of a person to purchase the Shares offered hereby, such person, by accepting delivery of this Memorandum, agrees to return this Memorandum and all related documents enclosed herewith or furnished subsequently, to the Company at the address listed on the cover page of this Memorandum.

Statements contained herein as to the contents of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete. Copies of the documents referred to herein may be obtained from us, upon request, and are available for inspection at our offices at the address on the front cover.

Sales in Georgia

Georgia law provides that when sales are made to five or more persons in Georgia, any sale made in Georgia is void by the purchaser within three days after the first tender of consideration is made by such purchaser to the Company, an agent of the Company or an escrow agent or within three days after the availability of that privilege is communicated to such purchaser, whichever occurs later. All sales in this offering will be in Georgia. Any purchaser who chooses to void such a sale under Georgia law shall give written notice to Todd Young at the address on the cover page.

As required by Section 10-5-3(p), Georgia Statutes, and Rule 590-4-2-.16 promulgated there under, prospective investors and their purchaser representatives may have, at the offices of the Company at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule, any other materials relating to the Company, the offering described in this Memorandum or anything set forth in this Memorandum which the Company can obtain without unreasonable effort or expense. No person is authorized to make any representation which is not in conformity with the information contained herein and any such representations shall not be relied upon.

4 KA Private Placement rev TABLE OF CONTENTS

Topic Page Number

Investor Suitability ...... 5

Offering Summary ...... 6

Risk Factors ...... 7

Industry Background ...... 10

Use of Proceeds ...... 16

Management ...... 17

Principal Stockholders...... 18

The Offering...... 19

Description of the Securities ...... 19

Exhibits

Instructions to Subscribers………………………………………………………….. A-1

Subscription Agreement...... B-1

5 KA Private Placement rev. INVESTOR SUITABILITY

The Shares are only being offered to and should only be considered by accredited investors, as defined by Rule 501 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) and who can afford the loss of their entire investment. See “Risk Factors”.

An investment in the Shares offered hereby is speculative and involves a high degree of risk. Prospective investors should retain their own professional advisors to review and evaluate the economic, tax and other consequences of investment in a private offering and are not to construe the contents of this Memorandum or any other information furnished by the Company as legal or tax advice.

These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption there from. Investors should be aware that they shall be required to bear the financial risks of this investment for an indefinite period of time. These Shares have not been approved or disapproved by the Securities and Exchange Commission (“SEC”) nor has the SEC or any state securities regulator passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense.

6 KA Private Placement rev. OFFERING SUMMARY

This Memorandum sets forth a summary of the basic terms of a proposed offering of the Shares and does not purport to be complete.

The Offering by Kemper & Associates, LLC:

Securities Being Offered: Common Stock of the Company, par value $.001, with one vote per share.

Amount of Shares Offered: Up to 1,000,000 Shares

Offering Price: $1.00 per Share

Maximum Proceeds: $1,000,000

Minimum Proceeds: $50,000

Common stock outstanding Immediately prior to this offering: 10,000,000 shares of common stock

Common stock outstanding Immediately following this offering: 10,000,000 shares of common stock

Risk Factors The Shares are subject to a high degree of risk. See “Risk Factors”.

Use of proceeds: The Company is offering the Shares to obtain financing to purchase equipment, expand its network, execute marketing initiatives, open and staff additional sales facilities, and for working capitalpurposes.

7 KA Private Placement rev. RISK FACTORS

An investment in the Shares being offered hereby involves a high degree of risk. Prior to making an investment, prospective investors should carefully consider the following risk factors inherent in and affecting an investment in this offering, together with the other information included in this Memorandum. The risks described below are not meant to be exhaustive and are merely included in order to alert investors to the high degree of risk involved. Investors should discuss this matter with their financial or other advisor before purchasing the Shares.

Special Risks Relating to This Offering

Since there is no minimum amount of proceeds that we must raise in this offering, initial investors will be subject to significantly higher and greater risk than later investors.

There is no minimum amountof proceeds which w e must raise. We intend to apply the proceeds as w e receive them for the purpose described later in this Memorandum under Proceeds. The earlier that you invest in the offering the higher the risk associated with your investment.

Risks Relating to Our Business

If w e do not sell a sufficient number of the Shares offered, w e may not be able to remain in business. We have incurred losses from inception and have never been profitable or had positive cash flow from operations. Because w e cannot predict how long our operating losses will continue, w e will need to obtain sufficient additional capital from this offering. If w e fail to do so, w e may not be able to remain in business.

We have a limited operating history with which you can evaluate our business.

Our subsidiary, KA LLC, was incorporated in 2013 and will not complete development of its collections business until the fall of 2014. Moreover, w e have only recently begun efforts to commercialize this business. Companies without material revenues are subject to a substantially greater number of risks than companies that have demonstrated an ability to market their products or services and generate material sales from these products or services. In addition, our prospects must be considered in light of the risks and uncertainties encountered by companies in the early stages of development in new and rapidly evolving markets. These risks include our ability to:

 Acquire and retain commercial clients;  Build awareness and acceptance of our brand name;  Extend existing and develop new strategic partner relationships;  Access additional capitalwhen required;  Upgrade and develop our collections software systems in a timely and effectivemanner;  Attract and retain key personnel.

Our business strategy may not be successful and w e may not successfully address these and other risks and uncertainties related to our limited operating history.

8 KA Private Placement rev. If we cannot manage our growth effectively, we may not be able to remain operational.

If w e are able to market our collection services effectively, w e expect w e will experience significant growth in our business and require a substantial increase in our infra-structure and number of employees. Businesses which grow rapidly often have difficulty managing their growth. We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could affect the future viability of our business.

We have not prepared audited financial statements which may assist you in reviewing our financial condition.

Because w e only have had limited operations, w e have elected not to spend money in order to prepare audited financial statements. As disclosed above, w e have lost money from inception and expect those losses to continue until w e begin to effectively commercialize our services. Because the financial statements included in this Memorandum have not been audited by independent accountants, it is possible that the accounting treatment w e elected was inappropriate and that the amount of our losses and retained earning deficit are significantly larger than reflected by the financial statements.

We may require additional capital that may not be available in the future.

If w e cannot achieve sufficient cash flows from operation, w e will require additional financing. We do not know if additional financing will be available to us on terms that w e find acceptable. If financing is not available, w e may have to sell, suspend or terminate our operations.

We cannot assure you that we will meet our forecasts.

This Memorandum contains a number of forward-looking statements which are based upon management’s good faith belief and upon assumptions which management expects are accurate. Often some or all of the assumptions behind forecasts prove to be incorrect. We cannot assure you that w e will meet our forecasts.

Risks Relating to Our Management

We will have broad discretion to use the proceeds of this offering and you will have no ability to control or approve our use of the proceeds.

We expect to use the net proceeds of this offering for general corporate purposes and to sustain our continued operations. Our management will have broad discretion in utilizing the proceeds and may use the proceeds in ways with which you and our other stockholders may disagree. We may not be able to use our invested funds effectively, which would adversely affect our financial condition.

9 KA Private Placement rev. If we lose the services of our key personnel or are unable to attract qualified staff, our business could be adversely affected.

Our future success is substantially dependent upon the performance, contributions and expertise of our senior management team. In addition, w e are depending on our ability to attract and retain qualified management, engineering and operating staff. A departure of any of the members of senior management or any other key executive or our inability to attract and retain qualified personnel in the future could have a material adverse effect on our business.

Risks Relating to Our Shares

If you purchase our Shares, you will suffer substantial dilution.

Using our un-audited financial statements, the net tangible book value per Share as of January 1st, 2013 was approximately $1.00 per share. Investors who purchase Shares will sustain substantial dilution, based upon the difference between the offering price and the net tangible book value.

Since the Shares offeredhereby have not been registered under the Securities Act of 1933, they have restrictions on their transferability.

Prospective investors must be fully aware of the long-term nature of an investment in the Shares. The Shares are not, and are not currently intended to be, registered under the Securities Act of 1933 and applicable state securities laws. No public market will develop for the Shares in the foreseeable future. The Shares will be offered and sold in reliance on an exemption afforded by Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, and exemptions available under state securities laws. As such, the Shares will be issued w ith restrictive legends and will not be available for resale, unless a subsequent exemption from the registration provisions is available.

We have no obligation to register the Shares. Accordingly, purchasers of the Shares will need to bear the economic risk of the investment for a long period of time. Prospective investors will be required to represent in writing that they are purchasing the Shares for their own account or long- term investment only and not with a view towards resale or distribution.

Since we intend to retain any earnings for development of its business for the foreseeable future, you will not receive any dividends prior to six (6) month from initial investment.

KA intends to retain any earnings for development and expansion of its business operations. As a result, you will not receive any dividends p r io r t o s i x (12) months from your initial investment. Shareholders will receive minimum 5% of net profit paid bi-annually.

10 KA Private Placement rev. INDUSTRY BACKGROUND Media of the collection industry often pits collectors against consumers. In reality, debt management agencies are vital to the financial stability of the U.S. economy, saving the typical American family $331 a year. This represents money Americans would have to spend if businesses raised their prices to cover losses due to bad debt.

The last quarterly update via First Research estimates that in the US alone, about 1600 credit reporting agencies and 5000 credit collections agencies reported general revenues of $16 billion. Large collection agencies include OSI, NCO Group and Asset Acceptance Capital. The collections industry is fairly fragmented: the 50 largest companies hold less than 50 percent of the market. Demand for credit reporting agencies and collections services is driven by the volume of financial transactions and the health of the economy. The profitability of collections companies that buy receivable portfolios depends on their ability to assess recovery potential. Large debt collections companies face significant economies of scale in operation. Small companies can compete successfully in the collections segment because of the labor-intensive nature of work.

The collection industry has changed dramatically over the past 15 years. In addition to more thorough training for collectors, the greatest changes in the business have resulted from significant advances in technology. In the past, most collection officers kept track of accounts on paper cards: information was recorded manually and collectors dialed telephones themselves. Today, offices are computerized, using collection-based software and sophisticated telephone systems with automatic dialers.

In the future, K.A envisions the debt business offering a wider variety of client’s

11 KA Private Placement rev. BUSINESS

The Opportunity

Kemper & Associates, LLC is a national debt management agency managing charged-off consumer and commercial portfolios, ranging from $ 1 million to greater than $10 million. The company commenced operations on January 1, 2013 in Atlanta, Georgia. The dynamic team responsible for daily operations at KA includes Khurram Haider, Director of Operations; Kevin Simmons, Vice President; and Anthony Smith, Chief Executive Officer. KA has and will continue to hire and train professional sales, collectors, administrative and technical personnel to handle several aspects of the business. This business promises to be very lucrative for the following reasons:

1. The mountains of debt that consumers and commercial outfits have piled up have exceeded $200 billion dollars in the United States alone. The debt collections industry has demonstrated substantial growth in the past decade with annual income currently $16.5 billion. The industry currently employs 127,605 people and the Bureau of Labor estimates employment in the collection industry will increase 21 to 35 percent between 2013 and 2019.

2. Current laws restrict how creditors can interact with borrowers. Hospitals, credit card companies, auto lenders and other creditors have been criticized for unduly hounding consumers over old bills. As a result, creditors more than ever are turning to debt management agencies to collect their debt, or sell old accounts to these same outfits, usually for pennies on the dollar.

3. The company’s ability to lead in the industry is significantly related to the know-how and ability of management to recognize the great need for a higher commission structure for collection agents. This will attract the most talented and diligent debt consultants in the greater Atlanta area.

4. KA will be using state-of-the-art collection based software. Using such high-end technology results in intensely scrutinized batch trading; more organized accounting, and accelerated collection revenue, as well as ensure consistent results.

2021 Projected Revenue

5,000,000

4,000,000

3,000,000 Gross 2,000,000

1,000,000

0 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr

12 KA Private Placement rev. OBJECTIVES Our objective, at this time, is to propel KA into a prominent market position. We feel that within three (3) years, KA will be in a suitable position for an initial public offering or profitable acquisition. To accomplish this goal, w e have developed a comprehensive plan to intensify and accelerate growth and establish well-regarded customer service. To implement our plans, we are seeking an investment capital of $1 million for the following purpose:

1. The purchase of a $100 million portfolio (3rd party debt).

2. Continued procurement of collections software, computers, hardware and office equipment.

3. To establish a sales department to market our services to companies looking to place debt with a reliable collection agency.

4. General working capital.

These items will enable KA to maximize collections with a targeted campaign to promote our services to creditors looking to sell debt, or outsource the burden of delinquent receivable resolution. MANAGEMENT

Our management team consists of individuals whose backgrounds represent more than 30 years of corporate development with major telemarketing establishments. In addition, they've excelled in the debt collections industry over the past decade.

MARKETING

The fundamental focus of our marketing strategy consists of directly contacting the risk management division of credit card companies, hospitals, auto creditors, banks, mortgage lenders or any company that extends credit to offer the following services:

* Deliver potential clients the highest level of delinquent receivable resolution.

* Surpass all industry standards for quality portfolio management.

* Administer a third party contact for collection attorneys across the country, with specialized legal recovery programs that include pre-litigation collections, and bankruptcy recovery.

* Administer a third party contact program that solicits immediate payment from seriously delinquent businesses.

* Offer electronic payment acceptance, giving consumers the option to pay by electronic check, credit- card, Western Union or Pay-Pal.

13 KA Private Placement rev. Our Business Model

The key personnel of KA LLC have over 40 years of experience in both the commercial and retail collections business, including leadership roles at some of the nation's largest commercial collection agencies. They know every aspect of this industry down to the last detail. Yet what they know most of all is that commercial collection agencies represent an old way of doing business. They help companies collect a small percentage of outstanding debt usually for a fee, but it does nothing to enhance long-term growth and profitability. For the founders of KA, this was not a tenable approach to business in the 21st century. Instead, w e have adopted a radical new approach: Commercial Collections Partnership. In this dynamic new vision, KA works with companies throughout the credit cycle, empowering their partners to identify potential customer credit problems, be more effective with their own in-house collecting, and keep most troubled accounts from turning into major collections nightmares.

Best of all, KA has invested heavily in state-of-the-art software and communications equipment. Simple Soft is a powerful web-based record-keeping and management software used by our clients, sales representatives, customer service staff and collectors which includes contact management and reporting systems, collection letters, scripts and other tools that will significantly enhance our company’s bottom line.

Employees

KA currently has fifteen employees including key individuals who serve as consultants. KA, due to the nature of its business, will be personnel intensive and intends to hire key personnel for its broadcast operations and sales and marketing. KA intends to retain consultants on an as-needed basis to keep employment costs at a minimum for website design, logos and layout, financial and public relations consulting, and marketing and branding.

KA will employ’s four full-time sales personnel, in addition to its chief operating officer who heads KA’s

14 KA Private Placement rev. Exit Strategy

The long term goal of KA is to be acquired by a larger agency or investment bank. For example, Risk Management Alternatives (RMA), based in Duluth, GA is a consolidator. Since mid 1997, it has made eight acquisitions with GTCR Golder Rauner, LLC backing. Most recently, RMA acquired National Recovery Center (NRC), which had $125 million in revenue.

In the past, only collection agencies would purchase other agencies. The industry was barely- noticed outside of its own circle. Also, the relatively small number of institutional and qualified investors tended to focus on more superficially appealing places to park their money-such as the 1980’s obsession with commercial real-estate, or the 90's lust for tech companies. Thanks to the heightened general awareness of the pervasiveness of debt in the lives of most Americans, plus a growth in numbers, and sophistication of investors, the collection industry has gained a bit of a spark within the last decade. There are three categories of buyers currently chasing collection agencies:

1) Private equity firms that back these types of deals because they perceive that combining back- room efficiencies and technological innovation with already strong internal growth can result in jet like expansion.

2) Strategic buyers who are typically larger agencies that want to complement their exciting operations, or align themselves for successive IPO.

3) Other agencies that simply want to get bigger quickly (consolidators), whom buy agencies for the express purpose to rapidly build a large, multi-faceted operation from the ground up.

Our management team feels that with such a network available for acquisition, our primary long- term goal will be to develop and prepare our company for favorable acquisition within 3 to 5years. Our intermediate goal is to have 50 collection agents working for us within 2 years or our start date.

2021 has the potential to be more than just another record year, but a bellwether year for M&A in Accounts Receivable Management (RMA). The value of all completed and pending transactions so far this year is estimated at $3.5 billion. By comparison, the deal value in all of 2014 was $1.7 billion – The recent announcement by Michael Barrist to purchase NCO Group (NASDAQ: NCOG) with One Equity Partners represents the largest deal in industry history – valued at over $1 billion. Add to that the announcement from West Corporation (NASDAQ: WSTC), owner of West Asset Management, of a $4.1 billion recapitalization by private equity firms Thomas H. Lee Partners and Quadrangle Group, and you have the makings of a record-shattering year for ARM M&A. Both of these deals are expected to close by year end.

15 KA Private Placement rev. Private equity is fueling the skyrocketing M&A activity in ARM, and it’s not just in these two major U.S. transactions. Other recent transactions include UK-based Cabot Financial’s sale to Nikko

Principal Investments for roughly $478 million, and the sale of Baycorp Advantage’s Australia-based collection division, Baycorp Advantage Collection Services, to Australia-based private equity firm Allco Equity Partners and Deutsche Bank Capital Partners, for $74 million. ARM firms represent real value to investors. Earnings for well-run companies in this market are relatively high compared with other industries. It is also a growth industry, as businesses continue to outsource or sell their debt, and consumer, commercial and government debt levels continue to rise. All of these trends are converging on a marketplace with lots of available financial capital that needs to be put to work in the form of investments.

INVESTORS FINANCIAL RETURN

In 12 months, w e will have reached our stated goals and objectives. At that point, our shareholders will be able to collect a dividend. This dividend will be minimum 5% of the company’s net profit and paid to investors bi-annually based on equity ownership (shares). Within 36 months w e will start to shop the company via private equity firms, for a leverage buyout.

16 KA Private Placement rev. USE OF PROCEEDS

The estimated proceeds to the Company from the sale of the Shares offered hereby shall be approximately $1,000,000 if all Shares are sold. Any additional proceeds shall be applied to working capital. We intend to use the proceeds of this offering in approximately the following order:

Use of Funds Amount Salaries $250,000 Marketing, Sales and Promotions $100,000 Hardware/Network $50,000 Bonding $200,000 Research and Development $50,000 Legal $100,000 Strategic Alliances – Acquisitions (Reserve) $50,000 Working Capital $200,000 2

TOTAL USE OF PROCEEDS $1,000,000

We have been paying for offering costs from our working capital. To the extent that we pay commissions to broker-dealers or finders’ fees, the funds will reduce the proceeds available for the listed categories.

Based upon our current and contemplated operations, business plans, and current economic and industry conditions, the above is our best estimate of the amount, timing, and allocation of the expenditures of the net proceeds of this offering. These estimated amounts are subject to reallocation within the listed categories or to new categories in response to a number of unanticipated events. These may include changes in our business plans, new government regulations, changing industry conditions, and future revenues and expenditures.

17 KA Private Placement rev. MANAGEMENT

Directors and Executive Officers

Anthony Smith, Chief Executive Officer

Anthony serves as Chief Executive Officer of Kemper & Associates LLC, with responsibility for all external business relationships. In addition, the financial and accounting areas of the company report to Anthony as well as the compliance department. Anthony is a 20- year industry veteran. Mr. Smith has held senior management positions within Mann Bracken, the largest Law Firm collection agency in the southeast. Most recently, Anthony served as a Vice President and Manager of the Collections and Recovery Departments at West Group. Anthony brings industry - leading expertise to all of account receivable management.

Kevin Simmons, Chief Technology Officer

Kevin serves as the company’s C.O.O. and DKA’s Chief Technology officer, in charge of technology and debt management software development. Mr. Simmons was appointed 1971 through present: Predecessors and Mann Bracken, LLC, presently serving as Senior and Managing Member.

Khurram Haider, Vice President of Legal Services

Khurram joined Kemper & Associates in August 2012. Khurram is responsible for the business development and management of a legal services team in both local and national portfolios. He has extensive background in legal strategy and legal program development. Mr. Haider has been in the industry since 1993. Prior to KA, Khurram worked for Tech Data, where he held the positions of Vice President of Sales.

18 KA Private Placement rev. 1/01/019 PRINCIPAL STOCKHOLDERS

The following table sets forth the number of shares of common stock beneficially owned as of the date of this Memorandum by each person known by us to be the beneficial owner of at least 5% of our common stock, each of our directors, each of our named executive officers, and all executive officers and directors as a group. The percentages after the offering assume all Shares are sold.

Number of Percentage of Percentage of Percentage of Shares of Common Common Stock Voting Power Common Stock Outstanding Outstanding Name of Beneficial Owner Stock Outstanding After Offering After O ffering Beneficially Before Owned Offering

The Kemper Group,LLC 4,500,00 45% 45% 45% Wilton Caver 4,500,000 45 % 45% 45% Investors 1,000,000 10% 10% 10%

19 KA Private Placement rev. THE O FFERING

The Company will sell the Shares on a “best efforts” basis. There is no minimum number of Shares which must be sold. The Company’s management is seeking to sell the Shares directly to investors without the use of broker-dealers. The Company does not expect to pay third parties commissions on sales of the Shares. Management of the Company shall not receive any commissions or similar compensation from proceeds of the Shares sold by them. The offering terminates on June 30, 2021.

All proceeds from the sale of the Shares will be immediately available to the Company after any statutory right of rescission. An investor desiring to subscribe for the Shares must complete the Subscription Agreement attached as Exhibit B and deliver it together with a check payable to the order of Kemper & Associates in an amount equal to the purchase price of the Shares to be purchased no later than the Termination Date.

DESCRIPTION OF THE SECURITIES

The Shares are being offered at a price of $1.00 per share. Each Share is common stock, par value $.001 with one vote per Share.

The Company has 10,000,000 shares of authorized common stock, par value $.001, with 10,000,000 shares of common stock outstanding. Each Share has one vote per Share.

20 KA Private Placement rev.