CONTROL BY PRINCIPAL SHAREHOLDERS; BENEFITS TO EXISTING SHAREHOLDERS

Upon completion of the offering, Hillard Herzog, President of the Company, and Sohail Parekh, Secretary and Chief Financial Officer of the Company, will beneficially own approximately 52% of the outstanding Common Stock. As a result, acting together they will be able to control all matters requiring approval by the shareholders of the Company, including the election of directors and the amendment of the Company's Certificate of Incorporation, without the cooperation of other shareholders