Qualification Criteria

• Growth rate 30%
• $30,000,000 in revenue
• $5,000,000 net profit
• $4,000,000 in equity (tangible assets)
• Cash flow positive
• Little or no debt
• Seasoned Management (with proven track record)

Viking Investments invests in viable companies with strong management and growth potential. Successful candidates should have a proven track record of a minimum of three to five years of substantial growth. Viking Investments prefers companies that qualify for NASDAQ or Amex immediately following the consummation of the Reverse Merger, but will accept other Reverse Merger candidates subject to their growth potential.

Audited financials

Client must provide audited financials pursuant to US GAAP for the past two years. If client’s financials are not audited, client must ensure that its accounting is in good standing and suitable for audit. Viking Investments will, in that case, perform a pre-Audit to ensure that client will meet the audit standard as required by US GAAP. Following the completion of the pre-Audit, Viking will assist the client to identify suitable auditors registered with The Public Company Accounting Oversight Board (PCAOB), to conduct the audit at the client’s expense. The PCAOB was created by the Sarbanes-Oxley Act of 2002 to oversee the auditors of public companies in order to protect the interest of investors and further the public interest in the preparation of informative, fair and independent audit reports.

Financing

Viking Investments works with leading investors and hedge funds, specialized in Private Investments in Public Equity (PIPE). Subject to the merits and qualifications of the client company, Viking Investments provides funding commitment prior to the execution of the reverse mergers transaction. Terms and conditions are among the best in the industry with a minimum discount to market.

After Market Support

Through the strategic formulation of a coordinated approach to Investor Relations, After Market Support and Market Awareness (IR Services) our goal is the creation of a two-way information flow between the company and Wall Street.

Viking Investments provides one of America's most successful and respected Investor Relations programs to our client companies. Immediately following the successful listing as a public company, we initiate an intense period of team work leading up to an increased shareholder base and the investment community's better understanding of your company and the full potential of the company’s stock.

Disclosure and Corporate Governance

The financial scandals involving large U.S. companies such as Enron and WorldCom prompted a number of legislative and regulatory initiatives in the spring and summer of 2002, all designed to restore public confidence in the financial markets.

These efforts culminated in the enactment on July 30, 2002 of the Sarbanes-Oxley Act (the “Act”), sweeping legislation that affects every company publicly traded in the U.S., including companies based outside the U.S. In addition, there have been important developments on issues not addressed by the Act.

One of the primary goals of the Act was to increase the responsibility of chief executive officers and chief financial officers for “periodic reports” filed by public companies with the United States Securities and Exchange Commission (SEC).

As a part of our undertaking, Viking Investments ensures that our client companies are in compliance with these onerous and complicated requirements. Viking Investments provides officers and directors guidance from experienced council. This is particularly important when the operating company is located outside of the United States, where distance and language barriers impose additional complications.

Success Stories

Reverse Merger is not a new phenomenon. Many well-established and known companies went public through a Reverse Merger. It started in the 1950's when Armand Hammer invested in a Public Shell Company, which became Occidental Petroleum, now listed on the New York Stock Exchange.

• In 1970 Ted Turner completed a Reverse Merger with Rice Broadcasting, which later became Turner Broadcasting, now a Time Warner company, listed on the New York Stock Exchange. Time Warner is a major producer of news and entertainment products around the world and the leading provider of programming for the basic cable industry, and owner of among other entities, world renowned CNN and AOL.
• Another success story is Waste Management that went public by the means of a Reverse Merger, now a leader within waste management and also listed on the New York Stock Exchange.
• On March 2006, the New York Stock Exchange became a publicly listed company on NYSE by performing a Reverse Merger with Archipelago. The new business combination trades under the ticker symbol, NYX.
• Each year, about 40 -50 companies that initially started as Reverse Mergers, migrate to NASDAQ.
• On December 18, 2006, American Oriental Bioengineering, Inc. ticker AOB, listed its shares on the New York Stock Exchange. The company started out as a Reverse Merger on the OTCBB on January 10, 2002.

Demand for reverse mergers is at an all time high, domestically and internationally. Many Venture Capital firms that earlier invested in privately held ventures that now are ready to go public are choosing reverse mergers as their preferred way to achieve a listing. By doing so, the venture capital firms are avoiding the costly and time-consuming procedure that a traditional IPO entails.

Reference Transactions available upon request