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Silver Lining Program
                     
                                                       Executive Summary


What is the Silver Lining Program?

The Silver Lining Program is a packaged training program designed and directed by the professionals at IRS Help, Inc. in West Seneca, NY that teaches entrepreneurial individuals how to purchase companies and assets out of bankruptcy.

How does it work?

IRS Help has identified every bankruptcy court in the United States and the number of judges in each court. We train entrepreneurial individuals how the system works, how to identify companies and assets that are worth their investment, and how to use our analytical tools to their advantage. Each individual will be designated to work bankruptcies assigned to a specific judge.

Why did IRS Help, Inc. develop the Silver Lining Program?
The professionals at IRS Help have experience. IRS Help’s founder, John J. O’Neill, a former IRS Revenue Officer, wrote the IRS manual on Bankruptcy. Mr. O’Neill was also the Chief of the IRS Insolvency Unit in Buffalo, NY for two years. No one has the insight that IRS Help’s professionals have accumulated over many years of hard work. Our team of accountants, attorneys and tax professionals has worked across the nation and has continually made a substantial return on investment.

Whom Does IRS Help Want to Train?
IRS Help is seeking 15-20 strategic partners who are looking for an outstanding return on investment. The Company is particularly interested in entrepreneurial individuals with a background in business, law, accounting, real estate or government enforcement. It would like to form a working relationship with interested professionals to grow its bankruptcy asset purchase division.

What does the Program involve?
You will receive four days of intense training by our entire team, followed by on site visits in your area. IRS Help’s professionals will show you how the system works and how you can work the system. You will be given insight to all of IRS Help’s tactics, resources, and tools. For one year, beginning on the first class, IRS Help will provide you with guidance and support. You will be granted access to our team for questions, resources, and our professional network that will help you get what you want. You will also receive bankruptcy updates for one year, and a list of electronic resources that will give you a wealth of information.

Who to contact for more information?
If you are interested in the Silver Lining Program, please call us toll-free at 1-800-829-3627 and ask for BEX Extension 7-11, or email us by clicking Contact Us and completing the contact information and comments section. You can fax us at 716-827-3793 or leave a message at our information number 1-888-VULTURE (885-8873).

Why is IRS Help Search, Inc. Offering This Program?
IRS Help is looking for more investing opportunities and is willing to share profits in order to find them. The Company wants to expand its business purchase target range from $1 to $5 million to $5 to $100 million.

“Silver Lining Program” Training
The “Silver Lining Program” is an intensive, four day packaged training program that teaches entrepreneurial individuals how to purchase companies and assets out of bankruptcy. Participants will receive four full days of training by a diverse team that includes lawyers, accountants, and MBA’s. IRS Help’s team will teach participants how the bankruptcy system works and how individuals can profit from that system. Trainees will receive instruction in IRS Help’s tactics, as well as access to its array of resources, tools and industry contacts. In addition, for one year from the date of the first class, IRS Help instructors will be available to provide guidance and counsel as trainees pursue investment opportunities. Participants will also receive bankruptcy updates, on-site visitations to the Bankruptcy Court, and a list of electronic resources that offers a wealth of information.

How are territories assigned?
IRS Help has identified every bankruptcy court in the United States and the number of judges in each court. There are 316 bankruptcy judges in the United States, located in most major cities. Program participants will be assigned to one bankruptcy court judge. Participants will have the option of choosing that judge on a first come, first served basis. Anyone wishing to work with more than one judge must pay Bankruptcy Exchange (BKEX) an additional fee per judge. BKEX will execute a “non-compete” agreement with each participant after program payment has been rendered and judges selected, indicating that neither the Company nor any other program member may pursue bankruptcy business purchases from judges under assignment. Upon completion of the first week of the training program, enrollees may begin working their assigned judge’s bankruptcies.

How are assets/businesses purchased?
When participants identify a bankruptcy asset or business that is worth pursuing, they must give Bankruptcy Exchange, Inc. the option of participating in the deal. BKEX’s minimum investment participation percentage is 50%. Although BKEX reserves its right to refuse participation in any proposed purchase, notwithstanding, each proposed purchase must be presented to BKEX in order for it to exercise that option. If BKEX chooses to participate, the minimum investment split would be 50%/50%. For example, if an investment requires $10,000, a program with BKEX putting up the other $5,000 (50%). In the event that the participant only has $3,000 (30%) to contribute to the deal, BKEX might then choose to put up $7,000 (70%). This scenario is mutually beneficial because neither party has to come up with 100% of the cash for any investment. Accordingly, risk is reduced, but both parties enjoy the return on investment.

If a participant cannot finance any percent of a potential purchase but brings the opportunity to BKEX’s attention and BKEX takes 100% of the investment, the trainee will receive a finder’s fee to be determined by BKEX based on the size of the investment.

Statistics on Bankruptcy Filings in the US
Upon request, we can provide data on the number and type of bankruptcies filed in a given area in a given period. These statistics may be used to extrapolate about which jurisdictions have a better selection of potential businesses and assets for purchase.


Case Studies

The following are examples of assets and companies that BKEX has acquired.

Residential Real Estate
An BKEX team member came across a joint filing that listed eight pieces of residential real estate amongst the assets. BKEX was able to acquire seven of the eight properties for $25,000.00. Three of the parcels consisted of residential zoned, undeveloped land. The other four parcels all consisted of single-family homes occupied by paying tenants. Two of the tenants offered BKEX a buyout for the land and homes. The market values of the properties ranged from $40,000 - $110,000 per property.

Mansfield Ambulance, Inc.
Mansfield Ambulance, Inc. was purchased in October 1996 for $50,000. In December 2000, although the business was not for sale, BKEX president Jack O’Neill received a purchase offer of $1.2 million for the ambulance company. The initial $50,000 was also treated as a loan and repaid monthly. The financial statements of Mansfield are attached as Appendix A.

Career Consultants, Inc.
Career Consultants, Inc., a professional temporary to permanent placement agency, was purchased in June 2000 for $67,000. As in the prior cases, the purchase monies were also treated as a loan. The company has consistently turned a profit since its purchase from the bankruptcy estate.

Karen’s Restaurant
BKEX purchased Karen’s Restaurant, a.k.a. Southgate Restaurant, Inc., for $10,000 in a Chapter 13 bankruptcy proceeding. Approximately 18 months later, BKEX sold it to an investor for $208,000. Another perk of this deal was the fact that the $10,000 used to purchase the restaurant was treated as a loan, which resulted in monthly paybacks to BKEX investors.

Who to contact for more information?
If you are interested in the Silver Lining Program, please call us toll-free at 1-800-477-4357 and ask for BKEX Extension 7-11, or e-mail us by clicking Contact Us and completing the contact information and comments section. You can fax us at 716-827-3793 or leave a message at our information number 1-888-VULTURE (885-8873).

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