Dated: September 28, 2010

Resource Exchange of America Corp. (RXAC)

Symbol RXAC
Exchange OTCBB
Recent Price $0.54
52 Week High/ Low 0.82/ 0.30
Avg. volume (3 mo.) 62,000
Shares Outstanding (Mn) 75.0
Current Market Value ($ Mn) $40.5
Float (% of Shares Outstanding) 100%
Beta (36 Month) Average N/A

The Gregory-Christopher Group Price Target: $1.50

Investment Dissertation:

Resource Exchange of America Corp. (OTCBB: RXAC) based in Sarasota, FL is a full service industrial and commercial scrap recycling
company whose business strategy is to control the value chain from scrap metal to raw materials to sales, allowing for significantly better
profit margins.

The Company is split into three vertically integrated business units, the scrap sorting, processing, shredding and baling operations, the scrap
brokering and sales business and new the demolition/asset recovery business.

The $30 billion US scrap metal industry was hit hard by the recession in 2008/2009, the longest recession the US has endured since the
Great Depression. Previously, the longest post-World War II downturns were those in 1973-1975 and in 1981-1982. The scrap recycling
industry suffered significant losses, as the price of scrap metal, a key ingredient for some steel-making, collapsed as much as ninety percent
in late 2008 and forced many scrap yards out of business. A ton of scrap metal that was sold for $530 in the summer of 2008 was sold for
less than $50 by late 2008.

The markets today are continuing to recover from the global recession, prices have rebounded significantly, and H1 scrap is priced in the US
at $343.17/long ton, while in Asia it sells for more than $410. Still, many of the 8,000 companies in the highly fragmented scrap metal
industry in the US, which are many family-owned businesses, are still struggling and try to sell their assets, even substantially below book
value.

RXAC believes it’s now time for industry consolidation and is targeting its business strategy on the acquisition of struggling, private
companies in the country to add to its operation in order to meet demand from larger consumers and become a leading global player. During
the last four months, RXAC acquired a fully functional ferrous and nonferrous metals recycling company, acquired a demolition and
dismantling (asset recovery) company, and acquired clients: a Federal Maritime Commission License, Federal Maritime Commission Bond
and Tariff for Non-Vessel Operating Common Carrier from a Company.

RXAC projects strong growth figures and anticipates that it will grow to $120 million business in 2015, with expected profits of $15.3
million.

We initiate coverage on RXAC with a SPECULATIVE BUY recommendation and an 18-24 month target price of $1.50, based on an
expected strong growth rate of up to $125 million in sales through 2015 and a peer P/E multiple of 22.5 times.
__________________________________________________________________________________________________________________________________

This memorandum is for informative purposes only. Gregory Christopher LLC distributes the information in these reports prepared by an investment research firm without
any investment banking activities and is publishing research reports with respect to the securities of our clients. The information contained in these reports is based on
sources that they consider reliable but is not guaranteed by any party, nor do these reports represent a solicitation to buy or sell the securities discussed therein. While the
information contained has been obtained from sources believed to be reliable, neither party represents that it is accurate or complete and it should not be relied upon as such.
The Gregory-Christopher Group has been compensated $27,000 by a non-affiliated third party, for an investor relations contract on RXAC. To our knowledge, neither party
associated with this report owns any stock of RXAC (and/or options or warrants relating thereto).
Investment Highlights

The markets for recycled metals — aluminum, iron and steel — have been recovering from the crash, but
are still at the bottom of the cycle. Commodity prices are subject to a myriad of market forces beyond simple
supply and demand that can affect prices and exacerbate price volatility. Currently, demand is lower in the USA,
but it is significant in India, China, Taiwan and Korea. Companies with the ability to sell scrap metal to these
countries have fared better than their competitors who have access only to the frozen US market. It is estimated
we will see the global market, led by China and the developing world, in a sustained longer-term economic
recovery, with the GDP recording year-on-year increases this year and next. Consequently, as industrial
production continues to expand, scrap metals will participate in this longer-term growth scenario.

Resource Exchange of America Corp. acquired 100% of the assets of UTP Holdings, LLC, in early 2010
and gained control over an established business of scrap recycling and selling of ferrous and nonferrous
metals. For FY2008, UTP earned $5.1 million, with $1.6 million earned in FY 2009, caused by a sharp decline of
steel prices. The Company achieved net sales of $0.348 million for the first five months of FY2010, but strong
sales figures are expected in the years to come. RXAC believes these businesses are positioned to grow strongly
over the next five years. Their consolidation could generate revenues of up to $120 million after five years,
resulting in profits of approximately $15.3 million in 2015/2016.

RXAC implemented a strategy to control the entire value chain, which helps to increase its profit margin
significantly. Through the execution of an aggressive acquisition program, the Company laid the groundwork for
strong sales growth and profitability in the years to come. Just recently, RXAC acquired an established
demolition/asset recovery services business in Florida that will generate revenue and good profit margin as well
as ensure a steady and viable inventory stream. RXAC intends to expand its demolition services into other states
in the Southeastern United States. During the last six months, RXAC acquired companies, products and licenses
related to the scrap metal industry. It entered into an agreement with a Company who is provide the enterprise
resource planning (“ERP”) system software, all financing machines and software, as well as find buyers and
negotiate sale pricing for all ferrous products that the company will separate and store as defined by the ERP
software. The Company also acquired certain assets, including various volume service contracts with top ocean
freight carriers and various Federal Maritime licenses. We believe that in 2010 acquisition costs for
underperforming companies are likely to be very low, while the cyclic nature of the industry makes it likely that
business will be booming again within the next 3-4 years. We initiate coverage on RXAC with a SPECULATIVE
BUY recommendation and an 18-24 month target price of $1.50, based on an expected strong growth rate of
up to $125 million in sales through 2015/2016 and a peer P/E multiple of 22.5 times.
Company Overview
Resource Exchange of America Corp. (OTCBB: RXAC), based in Sarasota, Florida is competing in the scrap metals
industry, a sophisticated and capital-intensive industry that is the first link in the manufacturing supply chain. In 2009,
the United States scrap recycling industry was valued at $30 billion. The volume
in metric tons of ferrous (including stainless) showed that United States domestic
exports rose 4.7 percent in 2009 over 2008 (21.5 to 22.4 million metric tons), but
the monetary value dropped precipitously by a hefty 31 percent from $10.3
billion to $7.1 billion. The industry is highly cyclical and correlates with the
underlying economy. RXAC got involved in the scrap metals industry by a
reverse acquisition. RXAC acquired one hundred percent of the assets of UTP
Holdings, LLC, an established and privately held Florida limited liability
company. The Company was formed to sell recycled ferrous and nonferrous
metals to customers in the US and abroad, including the acquisition of recyclable
materials such as scrap metals and the resale of such material to customers as
well as the demolition of large heavy steel structures. For FY2008, UTP Holdings sold products for $5.1 million and
for FY 2009, for $1.6 million, caused by a sharp decline of steel prices.

Highly sensitive to the general economy, the scrap metal market dropped by fifty to eighty percent during the
recession of 2008. However, it recovered by twenty to thirty percent in 2009 and continues to improve. Resource
Exchange of America Corp. is going down the consolidation path
and believes that even this bad economy provides great
opportunities for companies to make acquisitions in the scrap
metal recycling industry that will insure profits for many years to
come. There are close to 8,000 companies in the US scrap and
recycling industry that are potential acquisition targets for
RXAC. As there are only a few metal recycling companies in the
US large enough to meet the demand for scrap, global players
like RXAC are looking to consolidate their businesses in that
country. Ferrous scrap, a hidden treasure, is also used to make steel, and is now becoming an attractive commodity
with China, the largest producer of steel, and a country facing a shortage of iron ore supply. RXAC business strategy
is now focused on acquiring underperforming companies within the scrap metal industry. RXAC will seek to acquire
companies at different stages in the scrap recycling process chain. RXAC intends to take advantage of the present
climate in the scrap industry and believes that in 2010 acquisition costs for underperforming companies are likely to
be very low, while the cyclic nature of the industry makes it highly likely that business will be booming again within
the next three to four years. The Company proved its ability to be successful, and has already acquired companies and
products during 2010.
Important Corporate Developments

In mid July of 2010, Resource Exchange of America formed a wholly-owned subsidiary, Sea Lion Ocean Freight,
LLC. During July, RXAC acquired assets, including various volume service contracts with top ocean freight carriers
and various Federal Maritime licenses. Sea Lion Ocean Freight is a non-vessel operating common carrier that is
licensed and bonded by the Federal Maritime Commission. In operation since 1994, Sea Lion offers ocean exports of
container lead freight from US ports to any place in the world.

On June 1, 2010, Resource Exchange of America’s subsidiary, Asset Recovery of America, LLC (ARA) began
service as the Company’s demolition and dismantling division. The Company signed a Joint Venture agreement
with Harry’s Hauling, LLC (HHL), an asset recovery company located in Orlando, Florida. The Joint Venture will
provide RXAC with the ferrous and nonferrous metals HHL removes, which ARA will then process and resell as well
as giving the Company an immediate business presence in Orlando, Florida’s premier business center.

On June 15, 2010, Resource Exchange of America signed a Joint Venture agreement with PAW Materials, Inc., a
demolition, processing, and recycling company located in Hudson, Florida. PAW Materials specializes in recycling a
wide range of materials from demolition sites, though the Joint Venture with RXAC will mark the first time the
company has recycled ferrous and nonferrous metals. The alliance will strengthen RXAC’s metal processing business
segment, something that is essential to the Company’s strategy of aligning all aspects of the fragmented recycling
industry into a vertically integrated whole, capable of addressing both the domestic and international markets.

On April 29, 2010, Resource Exchange of America announced that the Company had become an approved vendor
to Gerdau AmeriSteel of Jacksonville, Florida for ferrous scrap metal. Gerdau AmeriSteel is the fourth largest steel
company in North America, with the capacity to manufacture more than twelve million tons of mill-finished products
annually.

On April 21, 2010, Resource Exchange of America formed a wholly-owned subsidiary, Asset Recovery of America,
LLC, to acquire dismantling and demolition companies and to carry out large demolition projects.

On February 22, 2010, Resource Exchange of America acquired one hundred percent of the assets of UTP Holding
LLC and RXAC’s business became the business of UTP. The Company is now engaged in recycling with a global
distribution reach. The company specializes in exporting ferrous and nonferrous scrap from its North American and
Caribbean supplier locations.
The Scrap Metal Industry in the United States
Unlike other recycled materials such as paper and plastic, metals can be recycled repeatedly without any degradation of
their properties. Furthermore, recycled metals are just as good as metals from primary sources. Scrap metal recycling has
been practiced since ancient times and is an excellent example of “sustainable development.” As defined by the World
Commission on Environment and Development, “sustainable development” is “development that meets the requirements of
the present without compromising the ability of future generations to fulfill their own needs.” Recycling greatly widens the
efficient use of scrap metals and reduces pressure on landfills and incinerators, which results in significant energy savings
compared to primary production. The American scrap metal industry is a $30 billion industry, however the market is very
fragmented, compartmentalized, and disorganized. Today,
the top fifty companies control approx. forty percent of the
market, with the other sixty percent being divided among
approx. 8,000 other companies. Major scrap metal
wholesalers include Schnitzer Steel, The David J Joseph
Company, and the US operations of Australia-based Sims
Metal Management. Major operators of facilities where
recyclable materials, including scrap metal, are sorted
include Waste Management and Republic Services. A
typical recycling company collects scrap metal from various diverse sources: individuals, machine shops, manufacturers,
government entities, and other industries. Scrap metal is composed of ferrous (iron and steel) and nonferrous metals, which
include aluminum cans, used pipe, automobiles, appliances, sheet metal, buildings, pots and pans, computer components,
bicycles, lawn furniture, copper wire, obsolete equipment, old structural steel buildings, tin cans and more. Recycled metal
is used in a variety of objects: automobiles, structural steel, aluminum siding, etc. According to experts, every time a ton
of steel is recycled, 2,500 pounds of iron ore, 1,000 pounds of coal, and 40 pounds of limestone are preserved. Resource
Exchange of America has recognized that the scrap metal industry is fragmented and local because the low value-to-weight
ratio of most scrap discourages long-distance transportation. The scrap metal market processes approx. seventy-five million
tons of ferrous and ten million tons of nonferrous metals each year, which account for sixty percent of the entire recycling
industry. The demand for recycled metal, however, is extremely cyclical, but the good news is that these cycles are very
predictable, based on available statistics regarding the supply and demand of scrap metal for the past two centuries. Today,
the demand for scrap metal is high in Brazil, Russia, India, China, and Korea, while it remains low in the US. As the US
economy improves, the demand for scrap metal in the US will rise, leading to higher domestic prices. Because of the
fragmentation in the industry, there exists tremendous potential for acquisitions and streamlining. Resource Exchange of
America Corp. intends to take full advantage of that potential as it attends to the needs of both the domestic and
international markets. At any given time, the Company can sell scrap metal at the highest rates. Its goal of delivering
services at all stages of the value chain allows the Company to grow exponentially, leading to increased revenue, profits,
and recyclability.
The Scrap Metal Industry in the United States

Because of the fragmentation in the industry, there exists tremendous potential for acquisitions and streamlining. Resource
Exchange of America Corp. intends to take full advantage of that potential as it attends to the needs of both the domestic
and international markets. At any given time, the Company can sell scrap metal at the highest rates. Its goal of delivering
services at all stages of the value chain allows the Company to grow exponentially, leading to increased revenue, profits,
and recyclability.

The economic downturn in 2008/2009 affected a wide range of US businesses, including the recycling industry, which saw
a slowdown in volumes and collapsing commodity prices. But
promising signs indicate that the recycling market may recover
from its losses in the coming year. After a period of rapid growth
in processing rates, employment, and revenue, the economic
recession caused the recycling industry to suffer significant losses,
like most sectors of the global economy. But as recycled material
commodity prices begin to stabilize and a general economic
recovery enables more businesses to resume investing in "green"
practices, the recycling industry stands poised to reverse some of
its earlier declines and experience a market rebound.

In 2008, more than fifty percent of US paper, sixty percent of metals and alloys, two-thirds of steel products and thirty-three
percent of the aluminum supply were produced using recycled materials. However, the global impact of the economic
recession caused recycled-materials commodity prices to plummet, while constrained budgets forced many communities to
scale back on public recycling efforts. Profitability in export markets also declined during the downturn, narrowing
channels for business activity and causing many recycling companies to stockpile materials for lack of viable selling
opportunities abroad.

Across the country, recyclers are being forced to warehouse the trash they used to easily sell, resulting in towers of
cardboard and heaps of plastic languishing in lots. The major cause of the industry's woes is the global economic crisis. But
adding to the difficulty is the specific slowdown in demand from China (although demand from China is still higher than
from other countries), the largest market for the United States' exported recyclables. Although export markets play an
important role in recycling industry profitability, a key part of building momentum for a recycling recovery involves
increasing domestic recycling opportunities. The current push for improving energy efficiency and maximizing the
country's energy potential may strengthen recycling in the long-term. Commodity prices for recycled materials have also
been rebounding strongly, improving profitability potential for recycling firms. According to the Secondary Commodity
Composite Index, which tracks market prices across the recycling industry, scrap metals, waste paper, recycled plastics,
recycled automotive parts and recycled electronics all hit a pricing trough in early 2009, but prices have been steadily
climbing since that low point, with some approaching their 2008 peak levels.
Management Team - Key in a Development Stage Company

Dan Pekas - CEO, President and Director

Mr. Pekas is a seasoned executive who has participated in several very successive ventures and he brings significant
business experience, leadership experience and panache to Resource Exchange of America. Mr. Pekas, who has a fine
eye for detail, was a major shareholder and senior officer of Amcom Corp. from 1984 to 1999. He was owner and
senior officer at Universal Products Corp. from 1999 to 2004, when that company merged with UTP, LLC, which he
has been heading up since. Mr. Pekas has also been an executive or board member of Express Point Technologies,
Kenad ‘n’ Dough, and Toy Box Storage. He attended the University of Minnesota.

David N. Finkelstein - CFO, Secretary and Director

Mr. Finkelstein is an attorney-at-law and a CPA who brings considerable legal and financial expertise to the
Company. Before founding his own firm in 1990, Mr. Finkelstein practiced law for many years with two of the largest
and most prominent law firms in the country, Fulbright and Jaworski, the largest firm in Texas, and Holland and
Knight, the largest law firm in Florida. He served as a controller of a subsidiary of a large utility in Atlanta, Georgia
and as a tax consultant to his bar association. Mr. Finkelstein’s legal and financial expertise will be of great
importance and help to the Company due to the large number of acquisitions it intends to complete in the years to
come. Mr. Finkelstein earned his J.D. law degree as well as a Bachelor of Science in Accounting and Business
Administration from the University of North Carolina at Chapel Hill.

Thomas L. Griffin - Vice President

Mr. Griffin comes to the Company from the shipping industry, where he began his career in the early 1980s at Tec
Lines in Miami, Florida, offering ocean liner service to the Eastern Caribbean. In the 1990s and 2000s, he worked in
Tampa for P&O Containers, a global container carrier and for his own company, Thomas Griffin International, an
ocean freight agency licensed by the Federal Maritime Commission. He has twenty-eight years experience with the
US Customs and Boarder Protection and other government agencies regarding issues revolving around compliance
and protection. Mr. Griffin has extensive experience and connections in the shipping industry in North America,
Asia, Europe, Latin America, and the Caribbean. He is a graduate of the University of Florida, where he obtained
degrees in Business Administration and Communications. He is a native Floridian and lives in Tampa with his
family.

Patrick J. Hrabos - Controller

Mr. Hrabos, who has a Bachelor of Arts degree in Accounting, has worked as an accounting intern with W.H.
O’Connell and Associates for two years while at Flagler College. He is currently at the University of South Florida,
working toward becoming a CPA. He works as controller for Resource Exchange of America.
Business Model & Strategy

The Company is working to identify a number of asset recovery companies, processing and sorting yards, and scrap
metal brokers for acquisition, and then to bring these companies together under one umbrella, handling large
quantities and clients, making the Company a recycling powerhouse controlling all stages of the value chain.
Controlling the entire value chain from asset recovery through processing and sorting and on to sales is essential to
provide better service to end customers. It also means increased revenue, profits, and recyclability. In April 2010, the
Company diversified its business into the dismantling, demolition and asset recovery business and formed a wholly-
owned subsidiary, Asset Recovery of America, LLC. This company will deliver raw scrap metal and other recyclables
to its processing centers, as will the general public and feeder yards. The Company will in-house sort and process the
scrap metal. The Company's sales teams will then sell and distribute the sorted metals to both domestic and
international buyers. In July 2010, the Company formed a wholly-owned subsidiary Sea Lion Ocean Freight, LLC.
RXAC acquired assets including various volume service contracts with top ocean freight carriers as well as Federal
Maritime licenses. Located just outside the deep-water port of Tampa, Florida, RXAC’s processing yards provide the
opportunity to export material overseas to better meet the demands of the Asian market.

The Company’s recycled ferrous and nonferrous metals generated sales of $5.1 million in 2008 and $1.6 million in
2009. Based on current performance and market trends, RXAC believes that the new business strategy of
consolidation of businesses could generate revenues up to $120 million after five years.
Investment Conclusion
Resource Exchange of America Corp. offers an opportunity for investors to take advantage of an industry that just came
through one of the worst economic downturns in the United States. During the past year, the metals recycling business was
affected by compression, with the main reason being the tight supply of ferrous
scrap. This has been driven by the economic recession in the US, which led to
reduced manufacturing, construction, and consumer activity – key sources of
scrap. This global demand is the most fundamental driver of RXAC’s business. It
is the result of demand for infrastructure and fixed asset investment throughout the
developing world. We believe Resource Exchange has the people in place (or is in
the process of hiring them) with the ability to react effectively and aggressively to
changing business conditions. In addition, we have great faith in the nimbleness of RXAC’s business model, which is a
source of the Company’s strength, flexibility, and resilience. Indeed, RXAC has unique competitive advantages due to its
deep-water ports that allow it to ship from Florida to markets all over the world, wherever demand and prices are best.
Because of its position as a low-cost, high-volume producer, and because of its proven ability to integrate the three lines of
business, we believe the Company can demonstrate its ability to execute its strategies to improve and expand its operations
to make opportunistic acquisitions, to strengthen its balance sheet, and to increase shareholder value.

In the future, RXAC will increase revenues by collecting and processing scrap metal – and by marketing it around the
world. The Company has executed acquisitions based on its new business plan, which allows for an increase sales. In
addition, RXAC operates two new businesses –asset recovery and as an ocean fright agent—and each is synergistic with the
Company‘s Metals Recycling Business. Now the Company has synergies flowing through its three complementary
businesses.

We believe that RXAC Metals Recycling Business will soon benefit from the return of strong export demand, improved
raw material flows, as well as higher selling prices and higher volumes for sales, production, and intake. While export
demand has remained strong, US economic activity has been slow. Our near-term view for the industry is positive, and we
remain confident in our long-term outlook for RXAC’s business, as investment opportunities in the scrap metal industry
continue to look attractive. We believe the Company intends to continue to look at other opportunities to build on its
competitive advantages. The Company’s recycled ferrous and nonferrous metals generated sales of $5.1 million in 2008
and $1.6 million in 2009. Based on current performance and market trends, RXAC believes that the new business
strategy of consolidation of the businesses could generate revenues up to $120 million by 2015/2016. We initiate
coverage on RXAC with a SPECULATIVE BUY recommendation and an 18-24 month target price of $1.50, based on a
expected strong growth rate of up to $125 million in sales through 2015/2016 and a peer P/E multiple of 22.5 times. We
acknowledge that the risk profile may be more than some investors are comfortable with and therefore we recommend
the stock be purchased only by long-term investors who can tolerate above average risk and understand the risk of a
strong cyclical scrap metal recycling company.
 Financial Section

FY2008 FY2009 FY2010 FY2010 5 Months

01.31. 08A 01.31. 09A 04.31.10A 06.30.10A 06.30.10E
Net Sales 5'132'722 1'617'090 72'690 275'298 347'988
Cost of Sales -3'620'140 -1'173'466 -57'396 -127'037 -184'433
Gross Profit 1'512'582 443'624 15'294 148'261 163'555

Expenses:
Selling, general & administrative 137'975 67'738 26'273 97'747 124'020
Freight and delivery charges 928'377 289'043 5'737 2'400 8'137
Professional fees 104'227 53'918 100'386 89'512 189'898

Total Expenses $1'170'579 $410'699 $132'396 $189'659 $322'055

Income from Operations 342'003 32'925 -117'102 -41'398 -158'500

Other income (expense):

Interest expense 45'753 21'649 10'620 11'546 22'166

Net income (loss) $296'250 $11'276 -$127'722 -$52'944 -$180'666

Basic and diluted per common share $0.00 $0.00 -$0.02 $0.00 -$0.02

Basic and diluted weighted average o/s 75'000'000 75'000'000 7'500'000 75'000'000 75'000'000

Fiscal Period

On July 28, 2010, the Company’s Board of Directors approved a resolution to change the fiscal year end to December 31st from January 31s.t.

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and un-audited financial reports filed with the Pink Sheets that are easily accessible at www.pinksheets.com ; (c) consulting with
the reader's legal or financial advisor or other such advisor; (d) publicly available information contained in commonly known search
engines such as Google; and (e) investment guides contained at www.sec.gov and www.finra.com pertaining to risks of investing in
penny stocks. The Profiled Companies are subject to various possible risks, including but not limited to: (a) the Information
pertains to penny stocks that are subject to the SEC’s penny stock rules and involve a high degree of risk that may result in the
loss of some or all of an investment in the Profiled Company’s securities; (b) the Issuer’s penny stock may be thinly traded, which
may lead to significant difficulties selling its securities; (c) the SEC reporting issuer: (i) may be delinquent (not current) in its
periodic reporting obligations; or (ii) no longer files reports with the SEC because it has suspended its reporting requirements; or
(iii) no longer files reports with the SEC because it has received a notification from FINRA that its securities have been
“downgraded” to the Pink Sheets because it is delinquent in its SEC reports; (d) the SEC reporting issuer or the Pink Sheet quoted
company may be delinquent in its Pink Sheet reporting obligations as indicated by whether the Pink Sheets New Service posts a
negative “sign” regarding the Issuer at www.pinksheets.com , such as: (i) “Limited Information” for companies with financial
reporting problems, economic distress, or that are unwilling to file required reports with the Pink Sheets; (ii) “Pink Sheets – No
Information”, which indicates companies that are unable to unwilling to provide disclosure to the public markets, to the SEC or the
Pink Sheets; and (iii) “Caveat Emptor”, signifying “Buyer Beware” that there is a public interest concern associated with an Issuer’s
illegal spam campaign, questionable stock promotion, known investigation of the Issuer’s fraudulent activity or its insiders,
regulatory suspensions or disruptive corporate actions; (e) whether the Issuer is a development stage company with little or no
operations, the securities of which should be considered extremely speculative for investment purposes; (f) Gregory-Christopher‘s
selling of an Issuer’s securities may negatively affect the Issuer’s stock price, especially when such securities are thinly traded.
When paid in stock, Gregory-Christopher its affiliates, directors, officers, outside sources, investor awareness groups and
employees may liquidate shares at any time or hold for investment purposes. Such securities transactions might result in volatile
market price changes and might create a conflict of interest to remain objective in Gregory-Christopher's communication with
Profiled Companies g) many companies that have their securities quoted on the OTCBB or Pink Sheets have been negatively
affected by the current economic downturn and lack of adequate financing to meet their operational goals or expansion plans; (h)
the percentage gain from the previous day close presented in our websites regarding certain companies is not and should not be
construed as any indication whatsoever of the future stock price of a Profiled Company’s securities; (i) any of the energy related
and other Profiled Companies are subject to intense and increasing environmental and other governmental regulation, which
subjects them to significant costs and possible fines and liabilities if they fail to conform with relevant state and federal statutes; (j)
Gregory-Christopher may receive its compensation in free trading shares and may sell the Shares at any time; as a result,
Gregory-Christopher’s selling activities may cause significant volatility in the Issuer’s stock price and/or significantly depress the
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volatility in the Issuer’s stock price and/or significantly depress the Issuer’s stock price; (l) the future success of many OTCBB and
Pink Sheet quoted Issuers is dependent upon receiving adequate financing or raising sufficient capital, which they may be unable
to obtain; (m) there is a potential or actual conflict of interest that exists between the interests of the readers of our disseminated
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for disseminating the Information and thereafter sells those Shares at any time for monetary gain, including at the same time the
Information is being disseminated or shortly thereafter; and (ii) buys and sells the Profiled Company’s shares in the open market at
the same time or before the Information is being disseminated or shortly after the dissemination of the Information or at any time;
(n) Gregory-Christopher does not receive verification from the Issuer that the statements contained in Gregory-Christopher’s
publications are accurate, but rather may only receive, at best, verification of accuracy from the non-affiliate third party shareholder
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potential or actual conflict of interest in paying Gregory-Christopher for the dissemination of the publication while still holding the
Issuer’s shares of common stock that he or she may sell after the third party shareholder has paid Gregory-Christopher with his or
her shares; (p) the comparisons we provide in our report/release/advertisements may not be interpreted as a legitimate means of
comparison or a prediction of an increase in the featured Issuer’s stock price in any shape, form or manner since such
“comparison” companies trade on registered Exchanges such as the New York Stock Exchange and trade at stock prices in excess
of $10 or $20, thousands of percent higher than the companies that we may profile; and (q) some of the Information presented on
our website and in our profiled reports that we compile from public sources is not only forward looking, but also non-material
information, which leaves the reader of the Information with the difficult task of deciding what information is material and not
material within the total mix of information presented by Gregory-Christopher and that is otherwise publicly available in SEC and
Pink Sheet Reports or search engines. (r) Gregory-Christopher is not involved in any trading activities of any investment
awareness campaign, the issuing Company, shareholders or investors, other than Shares that Gregory-Christopher may own.

Gregory-Christopher disclaims all potentially illegal corporate and individual trading activities and has no knowledge or inside
information or participation in any illegal activities, including illegal trading, of any of its profiled companies. Such activities might
include: causes of potential bankruptcy, fraud, fraudulent and false dissemination of Information, insider trading, corporate non-
disclosure, trading manipulation, and other legal and regulatory violations. Gregory-Christopher and it is outside sources have no
firsthand knowledge of any Profiled Company's capabilities, intent, resources, financing, operations, politics, inner workings, plans,
management competence and decisions, internal corporate goals, ethical standards, nor their ability to reach their corporate goals.
Investing in micro cap and small cap securities is speculative and carries a high degree of risk. Investors can lose their entire
investment. Investors should understand that statements regarding future prospects may not be realized. Under no circumstances
is this report/release/advertisement to be used or considered as an offer to sell or a solicitation of any offer to buy any security or
other debt instruments, or any options, futures or other derivatives related to such securities herein. Gregory-Christopher does not
supervise any outside analyst and does not guarantee any report/release/advertisement to be error-free or factually accurate.
Research report/release/advertisements include forecasted valuations and forecasted price targets that are accepted securities
analysis protocol in the academic community. These valuations and price targets are academically appropriate and include
assumptions that the Company will raise capital to meet the analyst's projections. These price targets and valuations, including
business prospects, are theory and should not be relied upon for investment decisions. There is no guarantee that the predicted
business results for the Company will be met. Under NASD Rule 2711, Gregory-Christopher is not defined as a financial analyst.
Conclusions prepared by outside analysts are deemed to be reasonable at the time of issuance of the report. All decisions are
made by the outside analyst and are independent of outside parties or influence. Neither the analyst's compensation nor the
compensation received by Gregory-Christopher is related to the specific recommendations or views contained in this
report/release/advertisement or note, nor is it related to price performance or volume of shares traded in the referenced security.
Gregory-Christopher or its affiliates may from time to time perform consulting or other services for, or solicit consulting or other
business from any entity mentioned in this report/release/advertisement. Consulting agreements that Gregory-Christopher may
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does not have regard to the specific investment objective, financial situation, suitability, and the particular need of any specific
person who may receive this report/release/advertisement. Investors should note that income from such securities, if any, may
fluctuate and that each security's price or value may rise or fall substantially. Accordingly, investors may receive back less than
originally invested, or lose their entire investment. Past performance is not indicative of future performance.

Gregory-Christopher has not entered into a soft dollar agreement with the referred to Company. Gregory-Christopher does not
currently have an investment banking relationship with the Company, or a finder's fee agreement with the Company. The Private
Securities Litigation Reform Act of 1995 provides investors a 'safe harbor' in regard to forward-looking statements. Gregory-
Christopher cautions all investors that such forward-looking statements in this report/release/advertisement are not guarantees of
future performance. Unknown risk, including bankruptcy, uncertainties, fraud, stock manipulation as well as other uncontrollable or
unknown factors may cause actual results to materially differ from the results, performance or expectations expressed or implied by
such forward-looking statements. Smaller companies may have a higher likelihood of filing for bankruptcy. Investors are urged to
do their own research regarding the dangers of a potential bankruptcy filing. The enclosed researched Company may have to raise
additional capital to remain solvent and to meet forecasted valuation and price projections in this report/release/advertisement.
Investor awareness distribution programs can materially affect the price of the Company's stock. Gregory-Christopher assumes no
responsibility and no liability for any corporate Press Release or any investor awareness programs, IR or PR promotions of any of
Gregory-Christopher’s Profiled Companies. Gregory-Christopher performs and participates at times in investor awareness
programs. When used, the words "anticipate," "believe," "estimate," "expect," and similar expressions as they relate to the
Company or its management are intended to identify such forward-looking statements. The Company's actual results, performance
or achievements could differ materially from the results expressed in, or implied by these forward looking statements. Gregory-
Christopher distributes its research reports through a research distribution network available to research firms, and by investor
awareness advertising programs to various types of investors. Recipients of such distribution may be short term investors such as
day traders, traders, retail investors, institutions, and/or long term retail and institutional investors. Recipients may create volatile
trading prices.

Gregory-Christopher reserves the right, in its sole discretion, at any time, and without any obligation, to make improvements to, or
correct any error or omission(s) in any portion of the service or the materials. The service and the materials are provided by
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including without limitation warranties or merchantability and fitness for a particular purpose, with respect to the service or any
materials and products. This report/release/advertisement has been prepared in accordance with the SEC's rules and
amendments, Oct 23, 2000, regarding 17 CFR Parts, 240, 243 and 249, (Selective Disclosure and Insider Trading), Regulation FD
(Fair Disclosure), 10b5-1, 10b5-2, NASD Rules 2250, 2420, 2710 and 2711 and the Can-Spam Act of 2003. Gregory-Christopher
is sometimes paid for report/release/advertisements and distribution in cash, stock, warrants, options or other securities in lieu of or
in addition to Gregory-Christopher's stated compensation schedule. In this instance, Gregory Christopher LLC has been
compensated $27,000.00 by a non-affiliated third party, for an Investor Relations contract on RXAC in which this
report/release/advertisement is included.

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implied warranties or liability for incidental or consequential damages. Therefore, the above limitations may not apply to you or
there may be state provisions which supersede the above. Any clause of this Disclaimer declared invalid shall be deemed
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