Pronto Computer Solutions (Pty) Ltd

© Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

Pronto Computer Solutions – Company Prospectus 1

Statement of Confidentiality & Non-Disclosure ...... 3 Executive Summary...... 4 1. Business Description ...... 5 1.2 Company Ownership ...... 6 1.3 BEE Status ...... 6 2. Products / Services ...... 8 3. The Market ...... 11 3.1 Competitor Analysis ...... 12 4. Sales and Marketing Strategies ...... 14 4.1 Introduction ...... 14 4.2 Market Segmentation Strategy ...... 14 4.3 Targeting Strategy ...... 15 4.4 Promotion and Advertising Strategy ...... 16 5. Management ...... 19 5.1 Company Organization ...... 19 5.2 Management Team ...... 19 5.3 Organizational Chart ...... 20 5.4 Personnel ...... 21 6. Financials ...... 22 6.1 Current Financial Position ...... 22 6.2 Trial Balance Sheet ...... 22 6.3 Income Statement ...... 22 6.4 Debtor’s Age Analysis ...... 22 6.5 Creditor’s Age Analysis ...... 22 6.7 Inventory ...... 23 6.8 Suppliers ...... 23 7. Sales Forecasts ...... 24 8. Appendix ...... 25 8.1 Annexure A - Audited Financial Statements 8.2 Annexure B - Trail Balance: YtD (March 2011 – August 2011) 8.3 Annexure C - Income Statement: YtD (March 2011 - August 2011) 8.4 Annexure D - Debtors Age Analysis: End August 2011 8.5 Annexure E - Creditors Age Analysis: End August 2011

Pronto Computer Solutions – Company Prospectus 2

This document contains proprietary and confidential information. All data submitted to the Recipient, is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with Pronto Computer Solutions (Pty) Ltd “PCS”. The recipient of this document agrees to inform its present and future employees and partners who view or have access to the document's content of its confidential nature.

The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such matters are generally known to, and are available for use by, the public. The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without PCS's express written consent.

PCS retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing material, and multimedia.

BY ACCEPTANCE OF THIS DOCUMENT, THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT.

Pronto Computer Solutions – Company Prospectus 3

This document has been specifically created to provide a prospective SUPPLIER and/or CREDITOR with an overview of Pronto Computer Solutions “PCS”, a successfully established and profitable IT Reseller business based in the Mpumalanga Lowveld area.

This company prospectus highlights all the relevant information relating to the business, resource structure and the existing and future revenue and profit projections, in lieu of soliciting additional supply relationships and/or credit facilities in order to assist PCS in further developing its product and service offering along with its CLIENT base.

The confidential information utilised for this purpose will include:

• Company profile o shareholding o management structure o resource skills matrix o divisional structures o history o business model o demographics o resources and skills • Demographic/regional information • Latest signed and audited financial statements • Up to date management accounts detailing: o income statements o balance sheets o cash flow statements • 3 years forward cash flow projections • List of current creditors and related payment terms and credit facilities • List of current Debtors and related age analysis • Advertising & Promotional “A&P” activities • All other relevant information

Due to the extreme sensitivity and importance of the aforesaid, all efforts must be taken to secure the confidentiality of the information provided and both Parties shall use their commercially reasonable endeavors and will co-operate in good faith to procure the fulfillment of the mutual objectives being to develop a strategic business relationship.

In partnering with PCS, our SUPPLIER’S and/or CREDITOR’S would not only receive a devoted commitment from PCS to building this envisioned long term profitable relationship, but that through these relationships, add an important and sustainable commercial value to PCS’s continued development and growth, by being able to offer an enhanced and comprehensive product and service offering to our CLIENTS.

Yours sincerely,

______Dawie Annandale Managing Director Pronto Computer Solutions (Pty) Ltd

Pronto Computer Solutions – Company Prospectus 4 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 1. Business Description

Pronto Computer Solutions (Pty) Ltd “PCS”, is an empowered, service driven IT solutions provider, focused on providing its Clients with a comprehensive range of IT solutions, on-site technical and support services, which deviate from the traditional “only the” hardware delivery scenario with which traditional IT dealers have been associated with. Our enhanced value added service solutions include guidance and assistance to customers in defining IT strategies, the effective and efficient commissions of those defined IT strategies and the on-going track and efficiency measurement of their infrastructures.

PCS was established in Nelspruit, during the first quarter of 2010, an opportunity having evolved with the demise and liquidation of the ill-fated Eclipse Networks having been headquartered in Johannesburg with regional branch offices across South Africa including Nelspruit. The then local Nelspruit management and staff quickly scrambled to secure their futures and preservation of their long standing local Client relationships and business by establishing Pronto Computer Solutions, migrating all the ex-Eclipse Nelspruit staff and their primary Client contracts over to the newly established business. Within its short lifespan in its current form, PCS has grown in both revenue and profits and number of Clients, rapidly becoming at real contender in the provision of IT products, services and support to a wide range of Clients in the area.

PCS’s core focus is dedicated to delivering only the highest quality of service to its Clients, underpinned by supplying Tier 1 products, whilst employing world class needs analysis, implementation and support methodologies.

Our vision is to be a trusted and preferred supplier of IT solutions, services and support catering to our Client’s IT environment needs, whether they’re small or large corporate business, parastatals and government departments.

PCS’s mission statement, makes reference to the expressed intent in developing long-lasting, value adding relationships with our Clients, which is the cornerstone of our business principals. Our Clients have come to depend upon PCS for our consistent and steadfast Dedication, Integrity and Honesty in everything we do.

Our success and continued growth lies in ever evolving and growing internal expertise and technical capabilities, with the development of stable and commercially viable supplier and vendor partnerships, which enable us to continually be the best at what we do by fulfilling the demanding needs and requirements of our Clients.

1.1 Mission Statement

Our aim is to develop a long-lasting value adding relationship with our Clients by: understanding their business needs; providing industry-leading products, backed up by world-class service at competitive pricing levels; to maintain the highest standard of service delivery; adding superior value through "best of breed" practices; providing high quality products and to ensure adequate and constant supply of equipment & services;

Our current successes and future growth lies in the long term relationships with our customers, products and value-adding solutions whilst fulfilling our commitments at all times.

To drive an ethos with our Employees based upon a performance-based culture that recognises entrepreneurship and promotes equality, learning, development, enthusiasm and respect for the individual

To provide a sustainable return on investment and growth, whilst enhancing the reputation of the business and its shareholders at all times.

Pronto Computer Solutions – Company Prospectus 5 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. To be committed to the highest moral and ethical standards whilst aligning ourselves with the DTI’s code of best practice.

1.2 Company Ownership PCS is currently owned by Dawie Annandale (Managing Director), Barry Herbst (Technical Director) and Romador 162(Pty) Ltd who have appointed Lizelle de Oliveira as the Financial Director. Thabo Matidza was appointed as a non-executive Director to the PCS board on the 1st September 2010.

The below table provides a detailed breakdown of the shares held.

Name Title (if Applicable) Number of Percentage of Shares Ownership Dawie Annandale Managing Director 20 000 20% Barry Herbst Technical Director 16 000 16% Romador 162 (Pty) Ltd 64 000 64% TOTAL 100 000 100%

1.3 BEE Status

PCS recognizes the fact that Black Economic Empowerment is not only a business imperative but is an integral part of its business policies, practices and procedures. Our commitment to empowerment is to –

Develop IT and managerial skills of our employees and business associates, through formal and experimental processes; Encourage and develop young black IT professionals to gain both technical and managerial skills through the process of “in-service training” and mentoring; Encourage the development of black IT entrepreneurs in black owned businesses through the sharing of skills, resources and opportunities;

PCS currently has two Black IT technicians on the payroll in training with our other existing TSB technical staff.

Pronto Computer Solutions – Company Prospectus 6 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

Pronto Computer Solutions – Company Prospectus 7

PCS has focused on developing commercially viable relationships with numerous suppliers and vendors, with the intent of utilizing these valuable partnerships to ensure that PCS is in a position to consistently deliver upon our Clients’ needs and requirements. PCS appreciates the privilege of partnering with large supplier organizations such as:

AIM Axiz Channel Capital Columbus Comztek Duxbury Pinnacle Micro Tarsus Technologies TVR Computers

Furthermore, PCS has ensured that internally, our staff and technicians have been trained and certified on the following brands of products:

Acer APC Cisco – Gold Partner Dell – Partner Direct HP – Preferred Partner 2011 IBM Lenovo OKI – Authorised Service Centre Samsung Targus Toshiba

With the above partnerships, PCS has developed a comprehensive service offering which includes key areas in the supply, installation, support and maintenance of IT infrastructures within a Client base that ranges from small, medium and large private sectors business to provincial Government departments and parastatals.

Our comprehensive offering is based upon the following areas of expertise:

New Site Assessment, sizing and solutions architecture: The tailoring of a service solution and adding or changing the generic infrastructure as required by the customer depending on the specific service solution proposed;

Support Infrastructure: the provision of an effective and tailored support infrastructure as part of the service delivery process;

Hardware Services: hardware services and solutions catering for hardware and peripheral equipment tailored to customer requirements, both in terms of configuration and/or brand. The provision of hardware maintenance services on a contractual basis at guaranteed service levels. The customer's hardware can be maintained for a fixed fee per month that includes all cost elements such as travel, labour, parts, back-up units, etc. A time and material service is also offered for non-contractual hardware support;

Software Services and Solutions: provision of comprehensive IT outsourcing solutions with a strong focus on quality and customer relations. As part of our partial and total outsourcing services, the complete comprehensive IS and IT service offering mainly comprise of the following:

Pronto Computer Solutions – Company Prospectus 8 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. o software service solutions and support on a contractual or time and material basis o IT Infrastructure Management o Mail and Domain Administration o Server and Desktop Support o Monitoring and Preventative maintenance o Hardware Peripheral support o Software Design, Development, Maintenance and Support o Database Administration o Printer Maintenance o Document Management o Call Management + Helpdesk o Storage solutions o Backup solutions o Security solutions

Network Services: network services across the spectrum of traditional network requirements including the planning of networks, as well as an inventory requirement listing. Installation of new networks or migration from an existing environment, this includes copper cable, fiber optic and wireless technologies. Commissioning of the network. Network management, either on an ad-hoc basis or by providing skills on a full-time or on a part time basis as required;

Project Services: project services to customers including assessments, architecture planning, implementation and management of all services, roles, responsibilities and SLA's;

Accessories & Office equipment: supply a vast range of accessories & office equipment. o All peripherals o Multimedia devices o Digital projectors o Shredders o Binding machines o Dicta phones o Franking machines o Sealer and folders Consumables: a complete one stop, high quality service to our customers o Toners o Cartridges/ laser-jet toners o Drum-kits. o Ribbons and labels o Paper/ continuous paper

Maintenance and repairs: support, maintenance and repair all computer hardware, output devices and office machinery on a contractual basis or time and material depending on the customer's specific need

Pronto Computer Solutions – Company Prospectus 9 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

Pronto Computer Solutions – Company Prospectus 10 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 3. The Market

PCS is focused on developing a strong foothold in the Mpumalanga province and immediate surrounding area, with its head office based in Nelspruit. Our current Client demographic spans a 340km radius from Nelspruit and includes towns and cities such as Malalane, Lydenburg, Witbank, Whiteriver, Middleburg, and Ermelo.

PCS enjoys the patronage of public and private sector Clients, ranging in industries such as forestry, agricultural, industrial, mining, retail, manufacturing and government.

High-level demographic details

Mpumalanga

Capital: Nelspruit

Principal languages: siSwati 30,8% isiZulu 26,4% isiNdebele 12,1% Population: 3 508 000

Area (km 2): 79 490

% of total area: 6,5%

GDPR at current prices (2004): R94 450 million

% of total GDP: 6,8%

Map of Mpumalanga

Pronto Computer Solutions – Company Prospectus 11 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. Mpumalanga means “Place Where the Sun Rises”. Due to the province’s spectacular scenic beauty and abundance of wildlife, it is one of South Africa’s major tourist destinations.

With a surface area of only 79 490 km 2, the second-smallest province after Gauteng, it has the fourth- largest economy in South Africa.

Bordered by Mozambique and Swaziland in the east, and Gauteng in the west, it is situated mainly on the high plateau grasslands of the Middleveld, which roll eastwards for hundreds of kilometres. In the north- east, it rises towards mountain peaks and terminates in an immense escarpment. In some places, this escarpment plunges hundreds of metres down to the low-lying area known as the Lowveld.

The area has a network of excellent roads and railway connections, making it highly accessible. Because of its popularity as a tourist destination, Mpumalanga is also served by a number of small airports, such as the Kruger Mpumalanga International Airport.

Nelspruit is the capital of the province and the administrative and business centre of the Lowveld. Witbank is the centre of the local coal-mining industry; Standerton, in the south, is renowned for its large dairy industry; and Piet Retief in the southeast is a production area for tropical fruit and sugar. A large sugar industry is also found at Malelane in the east; Ermelo is the district in South Africa that produces the most wool; Barberton is one of the oldest gold-mining towns in South Africa; and Sabie is situated in the forestry heartland of the country.

The Maputo Corridor, which links the province with Gauteng and Maputo in Mozambique, heralds a new era in terms of economic development and growth for the region.

The best-performing sectors in the province include mining, manufacturing and services. Tourism and agro-processing are potential growth sectors in the province.

Mpumalanga is very rich in coal reserves. The country’s major power stations, three of which are the biggest in the southern hemisphere, are situated here.

3.1 Competitor Analysis The Mpumalanga province has been historically plagued by IT companies establishing themselves and “not making it”.

A few of the reasons for their failures has been due to lack of focus, limited product and service offerings, inefficient management skills and understanding, inconsistent quality of service, inadequate technical and support staff and the lack of necessary cash flow to “bank roll” their businesses. To this extent, companies such as Eclipse, and Hux have left a void in the market place as well as having created mistrust with the business community.

With PCS’s unwavering commitment and determination to regain the trust of the local business communities, our internal ethos is one of consistency, stability and predictability. The best prediction of future behavior is based upon historical behavior. To this extent, many of our current Clients have approached PCS themselves. This has come about predominantly by word of mouth from other Clients who enjoyed PCS’s consistent quality of service delivery.

PCS continues to grow from strength to strength and continues to develope a strong foothold in the Mpumalanga Lowveld area.

Pronto Computer Solutions – Company Prospectus 12 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 3.2 Competitive Analysis Table Competitor Competitor Competitor Competitor Importance to FACTOR PCS A B C D Customer Products 1 3 2 4 2 1 Price 1 2 2 3 2 1 Quality 1 3 1 2 1 2 Selection 2 4 2 3 1 2 Service 1 3 1 5 2 1 Reliability 1 2 1 3 1 1 Stability 1 2 1 3 1 1 Expertise 1 3 2 3 1 1 Location 1 1 1 1 1 3 Credit Policies 1 2 2 2 2 4 Advertising 1 5 5 5 5 5 Image 1 3 3 3 3 3 TOTAL 18 38 28 42 27

Competitive Advantage and Comparative Evaluation

Based upon the above competitive analysis, it is clear to see that PCS is positioned as a serious player within the Mpumalanga area, with a wider product and service offering, underpinned by numerous business areas of competence and development.

Competitive Strategy

Our strategy in relation to ensuring that PCS is competitively positioned to always ensure that our Clients consistently receive the best value or money, in relation to the product solution and service offerings received by PCS.

Best price on hardware, software and peripherals Competitive labor rates for professional service Extended payment terms being available to important Clients (30 days from statement) Efficiently utilizing available supplier credit facilities Being able to service Clients demographically located throughout the Lowveld region Being able to deliver a superior quality of service and support Special product features possible via our vendor accreditation and status’s Continue to exploit PCS’s perceived competent, capable and professional brand value

Internal PCS Strengths

PCS has ensured that internally, all staff are continuously being developed. Technical and support staff are always attending technical refresher and enhancement courses, with an emphasis on proper certification being obtained from the vendors and suppliers with whom PCS has a strategic alliance with. With this internal philosophy of continual development in skills, knowledge and understanding, PCS is we’ll positioned against our competitors in being able to cater for our Clients diverse range of needs and requirements.

With strong financial planning, controls, measurement and accountability, PCS is well structured to ensure an efficient amount of both cash and credit are always available to “bank roll” our daily operating capital requirements.

Additionally, PCS has the ability to further derive commercial benefits from being is a position to negotiate larger discounts and rebates from its suppliers via early settlements and/or COD payments. All Client orders received are managed strictly in accordance to operating capital capabilities, ensuring that competitively, PCS is always in a position to supply the required equipment and services not matter how large the order is.

Pronto Computer Solutions – Company Prospectus 13

This section details PCS’s sales and marketing strategies. Based upon the above demographic details of the Mpumalanga Lowveld area and PCS’s competitive strengths and opportunities, the strategies as employed have been purposefully developed to ensure that PCS continues to gain traction and market share through developing a strong brand presence and strategic customer relationships.

The segmentation of our immediate market opportunity was created to provide PCS with the best possible advantage, to within a short timeframe to being able to generate a sustainable and consistent Client base with a key focus on increasing the average sale transaction value. With target driven sales and marketing initiatives, PCS has managed to obtain this objective by acquiring numerous Client accounts falling within the business segments of focus.

4.1 Introduction

PCS has defined their target markets as the mid-to-high end SMME and entry-to-mid rage Large Enterprise business sectors within the Mpumalanga Lowveld area.

Several reasons and methodologies where used in the defining of the sales and marketing strategy. This train of thought was to provide PCS with an opportunity to target specific business segments which would prove easier to penetrate, via the accessibility of the key decision makers, who were locally or regionally based within the targeted Client businesses. This would naturally have a positive effect of shortening the traditionally lengthy procurement and approval processes as generally found in organizations that typically have the decision makers based at head offices located in other parts of the country.

Coupled with the ability for PCS to develop relationships with local decision makers, generally higher regional price points could then be negotiated and fetched for products and services rendered based upon perceived value add and not based upon centrally negotiated lower pricing generally negotiated on huge national volumes. In receiving more frequent run rate purchase order from local Clients and the achievement of higher profit ratios is therefore also positively affected.

PCS’s typical modus operandi in targeting and acquiring business opportunities is based on the premise to always:

pursue quality, not quantity; pursue high probability opportunities; develop viable profit ratios; develop high-commitment opportunities and relationships; be sales and customer centric; efficiently and effectively promote the PCS brand; deliver on its commitments and Client expectations; strive to be the successful company it can be.

With attention and focus on the above modus operandi, PCS has grown from strength to strength and has developed a wide Client base that is beginning to bear sustainable revenue and profit benefits.

4.2 Market Segmentation Strategy Several reasons have led to the target market, a few being:

Easier access to the key decision makers Shorter procurement and approvals processes Local decision making and not at out of region head-office level Better margin capabilities Consistent run-rate business volumes Personalized relationship development possibilities

Pronto Computer Solutions – Company Prospectus 14 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

PCS has already managed to acquire numerous Customers that fall within the Large Enterprise segment. Some of these prominent Customers are TSB Sugar Dwars River Chrome, Golden Frontiers SPAR DC Komati Fruits Buscor Komatiland Forest Postal Junction National Institute for Higher Education Laeveldbou Malelane, Witrivier

4.3 Targeting Strategy

Gain market share by developing strategic relationships with our Clients; Strategically segment areas of focus between mid-to-high SMME and entry-to-mid Large Enterprise market segments; Increase the consistency of deals from our Clients; Increase the average deal size of the acquired Clients; Increasing the PCS mind share via promoting & marketing our brand, products & services Ensure superior account management services & support Develop sustainable run-rate revenue & profit generation Acquire 15 SMME Clients generating an average quarterly revenue of R100k Acquire 5 Large Enterprise Customers generating an average quarterly revenue of R500k

Pronto Computer Solutions – Company Prospectus 15 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

4.4 Promotion and Advertising Strategy

PCS acknowledges and understands that the advertisement and promotion of our brand, product offerings and services is crucial to gaining acceptance in the market place and successfully generating profitable sales volumes. Having the very best products and/or service and poor advertising is like conducting only half of the business activities and therefore not having a business at all. Due to the past checked history of IT Resellers in the Lowveld area, coming and going, it’s strategically important for PCS to develop a consistent level of brand visibility, which would portray availability, consistency, stability and prominence.

To this effect, PCS employs several above and below the line marketing methods and means to ensure that the business community frequently see’s the Pronto Computer Solutions brand. With an eye catching logo depicting a globe with a corresponding slogan “We turn your world”, PCS’s customers have begun to associate the logo and slogan as a commitment to quality, professionalism, expertise and value.

The initial objective via the marketing activities was to introduce the PCS brand to the market. This subsequently evolved to promoting our product and services offering. The methods having been employed were above the line advertorials and adverts placed in the local newspaper The Lowvelder. Currently PCS has secure a prime time radio slot on the local radio station, Radio Laeveld, running for the full duration of the Rugby World Cup, where 3 adverts are played prior to the morning rugby chat and once after the show has ended.

Marketing Mediums Used

Brochures depicting PCS’s product and service offerings Print media – newspapers, specialty publications, Yellow Pages Radio Direct mailers to our Customers informing them of product, status and certification enhancements Signage – highly visible premises Sponsorships – Annual Selati marathon Charity events – Malelane Primary school fund raisers, gold day Specialties – staff corporate shirts with PCS logo’s and slogans Local Trade shows Public relations

Pronto Computer Solutions – Company Prospectus 16 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

Pronto Computer Solutions – Company Prospectus 17 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

Pronto Computer Solutions – Company Prospectus 18 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 5. Management

Management and control of PCS’s day-to-day operations is executed by the directors. With this, the day to day development and growth of PCS is driven by individuals who not only have a vested interest in the growth of PCS, but are also individuals who have combined over 45 years of business management within the IT industry.

The operational directors are a formidable team that complements one another strengths and provide back fills for their areas of limitation. The varying backgrounds of the PCS directors, range from business management, technical, finance and sales.

5.1 Company Organization

PCS is structured to ensure divisional focus and accountability. Dawie Annandale oversees all sales and marketing activities. Barry Herbst controls all aspects of technical services, including training, Client support, technical staff management, service contracts and SLA’s, whilst Lizelle de Oliveira tightly manages all the financial roles and responsibilities.

The below graphic shows the Directors’ areas of responsibilities:

Dawie Annandale Barry Herbst Lizelle de Oliveira • Sales • Technical staff • Financial • Marketing • Skills development management and • Vendor/Supplier • Customer control relationships service/SLA • Creditors/payables • Customer contracts • Debtors / relationships • Performance receivables

• HR measurements and • HR

• Company strategies tracking • Order processing

• Payments

5.2 Management Team

Dawie Annandale Working History: 20 Years of both sales and management experience within the IT industry, having held numerous senior management positions. Qualifications - HED University of Jhb with 20 years IT experience. Certified Hp ASP Networking Version 8.11.Diploma Project Management

Barry Herbst Working History: 15 Years’ experience in IT, 8 years for Afrox/Life Healthcare IT department. Afrox/LHC: Desktop support for a few years, 3000 user Terminal Server Farm Management and Helpdesk Team Management. 6 Year for Eclipse Networks, Tasks: Site manager for Clients, National Network Architect and Service Level Agreement Manager. Currently the Technical Director at Pronto computer solutions managing 15 technical staff on-site at TSB. Qualifications - Diploma : Project Management Fundamentals, Certified Simbol WIFI Engineer, Certified Mitel VoIP Engineer.

Pronto Computer Solutions – Company Prospectus 19 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. Lizelle do Oliveira Working History: 15 years in the financial and accounting field: BIDDULPHS – debtors, creditors, salaries, assistant accountant BOOYSEN & DRY AUDITORS - 3 years articles, plus 3 years of permanent contract SELF EMPLOYED – accounting services and tax consulting (320 individual clients) DIRECTOR OF ROMADOR (PTY) LTD Qualifications - B-COMM Accounting Degree, Completed Articles, SAIPA Member; HONOURS in Taxation and Auditing

5.3 Organizational Chart

Dawie Annandale Managing Director

Lizelle de Oliveira Financial Director

Barry Herbst

Technical Director

Pronto Nelspruit TSB Malelane Mananga Sugar Packers – Swaziland Dawie Annandale Margeret Herbst Sales Manager Office Administration Jo urdeau Burger Site manager

Piet Small Werner Ries Technic al Support Technical Support Charles Katzke TSB Pongola Jaco Bothma Technical Support Technical Support Thabo Matidza Non Exec Director Zurietta Pieterse Michael Mabila Site Director Technical Support TSB Procurement & Finance Schedules

Werner Van Der Berg

Jason Mohle Technical Support Elize Annandale Office / Commercial Administration Technical Support

Dries Hanekom Technical Support

Conra d van Zyl Technical Support

Jaundre Rautenbach Technical Support

Pronto Computer Solutions – Company Prospectus 20

Name Designation Tel Number Race / Colour Skills / Nature of Works / Qualifications/Certification

HED University of JHB with 20 years IT experience. Certified HP 1 Dawie Annandale MD 013 752 5007 Male/White ASP Networking Version 8.11.Diploma Project Management

Unisia Commercial Practice Administration High Diploma involved 2 Zurietta Pieterse Procurement Officer 013-7911030 Female/White in SAP financial department and Agriculture

3 Elize Annandale Financial Clerk 082-333-9359 Female/White H.O.D. Goudstad Teachers Training College

10 Years of IT Experience(8 Years Afrox & 2 Years Eclipse) / Service 4 Barry Herbst Technical Director 084 5903321 Male/White Level Agreement management of it contracts / Diploma in project management Fundamental & Mitel Part1 Certified.

MCSE NT4.0, Network +, Dell Certified Server Engineer, IBM Senior Server 5 Jason Mohle 082 461 1691 Male/White Customer Engineer, MacAfee EPO Administrator, LANDesk Engineer Certified. 10 Years IT Experience

Desktop Support , Workshop stock and repair management , asset Desktop / Asset 6 Dries Hanekom 076 925 1702 Male/White control of IT equipment , Certified HP Platform Specialist , A+ Technician certified - Have also completed a course in Landesk.

20 years communication and cabling experience. 6 years desktop 7 Jaco Bothma Support Technician 0828257183 Male/White experience Mitel level one and two completed. 6 years Satellite installation experience 8 years Phillips PABX experience

Advanced Electrical training;win95 support; Networking 8 Michael Mabila Desktop technician O82 416 7558 Male/Black Essentials; PC troubleshooting Level 1

9 Thabo Matidza Pongola Site Director Male/Black Advanced HP and server trained

10 Margeret Herbst Helpdesk Female/White

Juandre Senior Technical A+ Certificate, N+ Certificate, 2 Years’ experience in MCSE 11 0826 119 705 Male/White Rautenbach Engineer Environment. 7 Years overall experience in the I.T. Industry

Accredited Platform Specialist HP Commercial Desktops, 12 Jourdeau Burger MSP Site Manager 724167841 Male/White Workstations and Notebooks. Accredited Platform Specialist HP LaserJet Solutions [2006].

A+ Certificate, Qualified in Various Analogue and Digital Senior Desktop 13 Conrad Van Zyl (082) 827 8984 Male/White Photocopiers and Printers (10 Year Office Automation Technician Experience). Certified Platform Specialist HP LaserJet Solutions. Werner Van Der 15 Support Technician 071 602 1477 Male/White A+ Certified, N.Dip: Information Technology Berg Senior MFP Some Pc skills, +/-10years experience in the repair of all printers 16 Piet Small 741 404 161 Male White Technician HP certified and Oki certified. Certified TallyGenicom

N diploma Software development TUT, Ericsson certified Bp250 17 Charles Katzke Support Technician 734669078 Male/White communications platform. HP Platform specialist B-COMM Accounting Degree, Completed Articles, SAIPA Member; 18 Lizelle De Oliveira Financial Director 083 425-4313 HONOURS in Taxation and Auditing

Pronto Computer Solutions – Company Prospectus 21 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 6. Financials

6.1 Current Financial Position

th The latest set of audited and signed financial statements for the period ending 28 February 2011 are attached as “Annexure A”

6.2 Trial Balance Sheet

The YtD (March 2011 – August 2011) trial balance sheet is attached as “Annexure B”

6.3 Income Statement

The YtD (March 2011 - August 2011) income statement is attached as “Annexure C”

6.4 Debtor’s Age Analysis

End of August 2011 debtor’s age analysis is attached as “Annexure D”

6.5 Creditor’s Age Analysis

End of August 2011 creditor’s age analysis is attached as “Annexure E”

6.6 Cost Controls / Track and Trace processes and procedures Stock – Currently PCS does not carry any equipment stock due to the selected suppliers being capable of quickly delivering required equipment, either from locally based warehousing facilities, or facilities based in Gauteng. PO’s – All purchase orders as placed are verified either telephonically or via email whereby the stock codes, quantities and purchase pricing is verified with the relevant authorized purchasers within the Client’s business. POD’s – All POD are filed in accordance to Client PO and Pronto invoices Invoices – All invoices are produced either by Zurietta or Elize, in strict accordance to Clients PO’s. Dawie verifies that all invoices issued are collated back to a Clients PO, Pronto POD and Suppliers Invoice Credit notes – All credit notes are firstly approved by both Lizelle (FD) and Dawie (MD). A valid reason is required and the credit note value is verified against the original invoice and against the new invoice. Financial controls – Lizelle conducts ALL payments, with Dawie and Barry having viewing rights on the accounts. Dawie and Barry verify all payments in relation to Client PO’s and raise any questions if required. Lizelle checks invoice sequencing monthly to ensure accurate track and trace and to ensure that no invoices have been deleted before having been processed. All credit notes and payment allocations is done by Lizelle and verified by Dawie Creditors - Elize puts creditors together every month, Dawie verifies and authorizes payments to said creditors. Lizelle processes all on pastel and conducts verification against Pronto’s PO to Supplier. No payments are conducted without Pronto PO and Suppliers Invoice. COD - suppliers invoices’ (suppliers with whom Pronto does not have any terms with), get mailed to Lizelle from Dawie, Elize or Zurietta and are verified and checked against original Pronto PO to Supplier. Approvals framework - All payments over R5 000 must be authorized by Dawie / Barry; over R10 000 must be authorized by shareholders - this does not apply to standard stock purchases.

Pronto Computer Solutions – Company Prospectus 22 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 6.7 Inventory

Due to the commercially beneficial relationships that PCS has developed with its suppliers, stock inventory for purposes of resale is kept to an absolute minimum. This is achieved via prudent planning and accurate Customer forecasting, PCS ensures that their suppliers are in a position to quickly supply the required stock and equipment to fulfill official PO’s received from Customers.

Typically Suppliers are consistently achieving 48-72hour delivery time frames.

Due to the fact that 95% of the stock purchases are back-to-back from Suppliers, PCS manages to consistently achieve excellent cost efficiencies.

6.8 Suppliers

The below list of suppliers are utilized for both hardware and services.

ADVANCED CHANNEL TECHNOLOGIES 30 Days from Statement R50 000 AXIZ 30 Days from Invoice R250 000 ADVANCED INFRASTRUCTURE MANAGEMENT 30 Days from Statement NO LIMIT COMZTEC 30 Days from Statement R100 000 CHANNELWARE 7 Days from Invoice R25 000 DATANET INFRASTRUCTURE GROUP 30 Days from Statement R100 000 DUXBURY NETWORKING 30 Days from Statement R30 000 INTERNET SOLUTIONS Monthly BDO INFRASOL 30 Days from Statement R30 000 PINNACLE AFRICA 30 Days from Statement R50 000 SERVICE PART LOGISTICS 30 Days from Invoice R30 000 TARSUS TECHNOLOGIES 30 Days from Statement R600 000 TVR COMPUTERS CC 30 Days from Statement R80 000 TOTAL R1,3 45 ,000

Pronto Computer Solutions – Company Prospectus 23 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. 7. Sales Forecasts

Over the last 12 months, PCS has developed its Client base to include both public and private sector businesses. Of the most prominent Clients, TSB still contributes a large portion of the month-to-month revenues and profits, with our aim and drive being to reduce PCS’s dependency on TSB, by developing a strategy to increase the number of Client’s with whom PCS does business with.

Based upon our ongoing engagements with the below Clients, the following is the PCS projected hardware and peripherals sales revenue and profit generation forecast:

6 Month Client Revenue Forecast TSB Sugar R8,500,000 Dwars River Chrome R3,500,000 Golden Frontiers R300,000 SPAR DC R230,000 Komati Fruits R120,000 Buscor R12,000 Komatiland Forest R341,000 BCX (Mbombela Municipality) R60,000 CD Trading R36,000 Dawn Distribution R60,000 Delphibyte R10,000 Kia Motors R150,000 LVB Witrivier R60,000 Man Trucks R60,000 National Institute for Higher Education R180,000 Laeveldbou Malelane, Witrivier R60,000 Two Rivers Platinum R260,000 African Rainbow Minerals R4,000,000 Other R150,000 Total R12,089,000

In addition to the above hardware and peripherals sales revenue and profit projections, PCS has numerous long term SLA support contract signed with Clients. The below table is a revenue and profit projection on the SLA Clients.

6 Mon th Revenue Client Forecast TSB Sugar R5,400,000 Golden Frontiers R300,000 Man Trucks R18,000 NIHEMP Golden Frontier (Citrus) Total R5,718,000

In order to contextualize the above revenue and profit forecasts in relation to a cashflow, a 3 year forward cash flow projection has been provided and is attached as Annexure F”

The cash flow projections are based upon the development of our current monthly average revenue and profit generation, existing Client base, market trends and projections. The projection also takes into account the long term SLA contract as signed with TSB increasing with a minimum increase of CPI per annum.

Pronto Computer Solutions – Company Prospectus 24 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

8. Appendix

Attached the supporting documents has been provided.

February 2011 Audited Financial Statements

August 2011 Trial Balance

August 2011 Income Statement

August 2011 Debtors Age Analysis

Creditors Age Analysis

3 Year Forward Cash Flow Projections

Pronto Computer Solutions – Company Prospectus 25 © Copyright Inc. 2010. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW. The Leading ICT Business Solutions Provider

Pronto Computer Solutions (Pty) Ltd 21 Van Rensburg Street Nelspruit Tel: (013) 752-5007 Fax: (086) 691-3989 [email protected] [email protected] www.prontonelspruit.co.za

“We Turn Your World”

Pronto Computer Solutions – Company Prospectus 26