Randall S. Goulding, Esq.

Mr. Goulding passed the bar examination and became an attorney in 1978 receiving his J.D. from DePaul Law School. He passed the certified public accountant examination in 1971. Mr. Goulding spent six years with the Internal Revenue Service Audit and Intelligence Divisions, before opening a private tax law practice, focusing on income and estate taxation and planning, securities and litigation. His litigation experience included practice before the United States Supreme Court, Illinois Supreme Court, State Court, Federal District Court, the Seventh Circuit Court of Appeals, and the United States Tax Court.

Since 2004, Mr. Goulding served in multiple capacities as an architect of equity investments with Chicago-area investment and financial consulting organizations. His specialty has been the legal work involved in negotiating and structuring PIPE (Private Investment in Public Equities) transactions for investment companies and private investors.

Most recently, however, Mr. Goulding’s practice has focused more on SEC and investment related matters. He is a founding shareholder of Securities Counselors, Inc., which represents many small public companies. Its focus addresses securities related matters, fostering strategic relationships and designing transactions to maximize shareholder value, while accommodating the financial needs of the issuer. His experience includes public company litigation. He has also authored numerous legal opinions addressing such securities issues as SEC Rule 144 and 4(a)(1) of the federal Securities Act of 1933. Mr. Goulding regularly employs Section 3(a)(10) of such Act in order to resolve litigation disputes, through the court-ordered issuance of free trading shares to creditors or debt purchasers, addressing the court’s required balancing of the needs of both debtors and creditors.

While Mr. Goulding’s expertise and focus has been planning and transaction design for both the investor and the company, he represents many companies in FINRA matters and before OTC Markets. He also brings companies public, preparing and filing registration statements, but is uniquely qualified to do it in a manner which maximizes the value to the entity and its shareholders.

Mr. Goulding is a former Internal Revenue Service agent and Intelligence Division Special Agent. He received special commendations for his efforts, saving the Internal Revenue Service substantial sums for his design of new internal audit and accounting procedures and controls for the Intelligence Division’s Special Operations. His Internal Revenue Service functions also included television and radio appearances. Crain’s Chicago Business Magazine featured an article on the “Goulding Report” reflecting consequences of investments in solar and other renewable energy sources. Mr. Goulding received a business administration degree with a dual major in accounting and finance from the University of Illinois. His income tax expertise includes international tax planning and structuring.

Mr. Goulding is very involved with charitable endeavors. In October 2003, he was voted “Humanitarian of the Millennium” by One Church One Family. Other notable recipients of the award included Joseph Cardinal Bernadine, Federal Judge Abraham Lincoln Marowitz, Jesse White and President &, Barack Obama. Mr. Goulding is a personal friend of Father George Clements of the Chicago Diocese, and is a substantial contributor to One Church, One Family. He has also played a key role in bringing these and other charitable endeavors to the U.S. Virgin Islands.

Carl N. Duncan, Esq.

Mr. Duncan was formerly Senior Attorney in the Office of Tender Offers, Acquisitions and Small Issues and Attorney-Advisor in the Division of Corporate Finance with the U.S. Securities and Exchange Commission. Mr. Duncan is a 1970 graduate of New York University School of Law. He also graduated with a B.S. in History and Political Science from Central State University (Ohio) and has an M.B.A. in Finance from American University (double distinction). Mr. Duncan is a founding shareholder of Securities Coun-selors, Inc., which represents many small public companies. Its focus addresses securities related matters, fostering strategic relationships and designing transactions to maximize shareholder value, while accommodating the financial needs of the issuer.

Mr. Duncan now engages in a broad range of corporate and securities activities and associated business counseling for companies and entrepreneurs across a broad range of industries, including biotech. Specifically, Mr. Duncan represents a number of public and private issuers, has authored several score of legal articles and has been a frequent speaker, both domestically and internationally. He counsels clients in a broad range of corporate, securities and contract law issues, as well as a number of public issuers on the full panoply of proxy, periodic reporting and “insider” trading responsibilities under the Securities Exchange Act of 1934. Mr. Duncan has represented issuers and underwriters in various industries and activities, specifically more than 400 offerings in 15 countries and up to 48 states concurrently. A number of such offerings have had various creative elements such as being self-underwritten and/or direct public offerings (DPOs), reverse mergers and in-bound or out-bound offshore offerings.

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