Law Offices of Bradford J. Lam, PLLC

Significant Transactions and Work Experience

Significant Transactions and Work Experience

The following is a partial list of the significant projects and clients retaining the
services of Bradford J. Lam, Esq. as either the lead attorney, sole attorney or
otherwise requiring significant participation.

Merqers, Acquisitions, Joint Ventures and Dispositions

• Represented six selling professional corporations to managed practice purchaser in combined roll up / initial public offering (Form S-1) transaction. (Apple Orthodontix)

• Represented three selling professional corporations to managed practice purchaser in combined roll up / initial public offering (Form S-1) transaction. (Pentegra)

• Represented one selling software design corporation to resort holding company in combined roll up / initial public offering (Form S-1) transaction. (FRS to Vacation Properties, Inc.)

Securities Offerings and Proiects

• Represented Vancouver based gaming and entertainment company (incorporated in Nevada) in private placement offering, preparation and filing of Form 10-SB registration statement, preparation and submission of application for trading to the NASD, compliance with Section 16 reporting and related issues; and representation on matters of general corporate law. (Starnet)

• Represented Calgary based chemical company (incorporated In Nevada) in private placement offering, preparation and submission of Form 10-SB registration statement, preparation and submission of application for trading to the NASD, compliance with Section 13 and Section 16 reporting and related issues; preparation and filing of periodic reports on Forms 10 KSB and 10 QSB; and representation of matters of general corporate law. Represented this company during its subsequent acquisition. (Wolf Indus.)

• Represented Phoenix based medical insurance claim processing company in private placement offering, preparation and submission of Form 10-SB registration statement, preparation and submission of application for trading to the NASD, compliance with Section 13 and Section 16 reporting and related issues; preparation of proxy materials on Schedule 14A and attendance at annual meetings; preparation and filing of periodic reports on Forms 10 KSB and 10 QSB; and representation on matters of general corporate law. (RIGL Corp.)

• Represented Denver based fixed wireless communications company during annual meetings and preparation of Schedule 14A; prepared documents for compliance with Section 13 and 16; represented corporate officers before SEC in investigation; represented corporate officers during shareholder action; advised company on matters of general corporate law. Responded to comment letters from SEC staff relating to periodic reports. (TVCN)

• Represented Vancouver based media company (incorporated in Nevada) in private placement offering, preparation and submission of Form 10-SB registration statement and amendments, preparation and submission of application for trading to the NASD, compliance with Section 13 and Section 16 reporting and related issues; preparation and filing of periodic reports on Forms 10 KSB and 10 QSB; and representation of matters of general corporate law. (Global Media Corp.)

• Represented Phoenix based electronic identification badge system manufacturer in preparation of Form SB-2 registration statement and representation of matters of general corporate law. (TSI)

• Represented Denver based movie theatre operator in preparation of Form SB-2 public offering and general matters of corporate law. Represented this issuer in securities arbitration before the NASD. (Colorado Cinemas)

• Prepared and filed for a variety of issuers periodic reports including reports on Forms 3, 4, 5, 8-K, 10 QSB, 10 KSB, S-8, Schedules 13D, 13E and 14A.

• Prepared numerous opinion letters for private placement offerings, transfers of securities pursuant to the provisions of Rule 144.

• Prepared requests for Confidential Treatment pursuant to Rule 24b-2 and Rule 406.

• Prepared numerous stock and asset purchase agreements.

Private Placements

• Represented hotel development firm in preparation of offering documents and Rule 505 five million dollar private placement offering. (Lucky Penny Hotel and Casino)

• Represented distributor in preparation of offering documents and Rule 504 private placement offering. (CCC)

• Represented sports club developer in preparation of offering documents and Rule 504 private placement offering. (Vision Sports)

Other Securities Matters and Securities Litiqation

• Represented 11 % shareholder of public company in hostile proxy solicitation to replace existing board. This matter entailed the filing of adverse to management proxy solicitation and arranging for all aspects of calling and holding a special shareholder meeting. This matter required my preparation of a Complaint for TRO and permanent injunction upon the issuer's failure to abide by rules under Section 14 relating to responding to existing proxy solicitations. (Walford v. US Wireless Data (D.Colo))

• Represented European investment advisor and U.S. registered representative in SEC investigation regarding violations of Section 5 and public offerings. (SEC v. Peeper and Geiger)

• Represented Colorado investment advisor in SEC and Colo. Div. Of Securities and Iowa Securities Bureau investigations and public actions. (In re Summit Financial Group)

• Represented Washington investment advisor in SEC civil action for violation of Securities Act Section 17(b). (Liberty Capital Group)

• Many, many issuers, brokers, advisors and registered reps have retained me to represent them before the SEC and various state securities administrators. The above-mentioned are but a representative list. I believe that working on such matters has provided me with an important perspective while advising clients on corporate finance and securities regulation matters.

• Represented 75 limited partners of a limited partnership operating as an unlicensed investment company against its general partners and one of the world's largest securities brokerage firms in federal court in NYC. This matter was finally resolved before the US. Court of Appeals for the Second Circuit.

• Served as Staff Counsel and represented the U.S, Securities and Exchange Commission and the California Department of Corporations in matters ranging from check kiting by a securities broker (In re E.F. Hutton & Co.), investigation of insider trading ring (In re Joy Manufacturing Inc.) to obtaining emergency orders for asset seizures and ex parte temporary restraining orders from federal and state court judges.

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Phone: 303-860-8188 • Fax: 303-798-2526 • Email: brad@lamlaw.net • 1901 West Littleton Blvd., Littleton, Colorado 80120

The following is a partial list of the significant projects and clients retaining the
services of Bradford J. Lam, Esq. as either the lead attorney, sole attorney or
otherwise requiring significant participation.

Merqers, Acquisitions, Joint Ventures and Dispositions

• Represented six selling professional corporations to managed practice purchaser in combined roll up / initial public offering (Form S-1) transaction. (Apple Orthodontix)

• Represented three selling professional corporations to managed practice purchaser in combined roll up / initial public offering (Form S-1) transaction. (Pentegra)

• Represented one selling software design corporation to resort holding company in combined roll up / initial public offering (Form S-1) transaction. (FRS to Vacation Properties, Inc.)

Securities Offerings and Proiects

• Represented Vancouver based gaming and entertainment company (incorporated in Nevada) in private placement offering, preparation and filing of Form 10-SB registration statement, preparation and submission of application for trading to the NASD, compliance with Section 16 reporting and related issues; and representation on matters of general corporate law. (Starnet)

• Represented Calgary based chemical company (incorporated In Nevada) in private placement offering, preparation and submission of Form 10-SB registration statement, preparation and submission of application for trading to the NASD, compliance with Section 13 and Section 16 reporting and related issues; preparation and filing of periodic reports on Forms 10 KSB and 10 QSB; and representation of matters of general corporate law. Represented this company during its subsequent acquisition. (Wolf Indus.)

• Represented Phoenix based medical insurance claim processing company in private placement offering, preparation and submission of Form 10-SB registration statement, preparation and submission of application for trading to the NASD, compliance with Section 13 and Section 16 reporting and related issues; preparation of proxy materials on Schedule 14A and attendance at annual meetings; preparation and filing of periodic reports on Forms 10 KSB and 10 QSB; and representation on matters of general corporate law. (RIGL Corp.)

• Represented Denver based fixed wireless communications company during annual meetings and preparation of Schedule 14A; prepared documents for compliance with Section 13 and 16; represented corporate officers before SEC in investigation; represented corporate officers during shareholder action; advised company on matters of general corporate law. Responded to comment letters from SEC staff relating to periodic reports. (TVCN)

• Represented Vancouver based media company (incorporated in Nevada) in private placement offering, preparation and submission of Form 10-SB registration statement and amendments, preparation and submission of application for trading to the NASD, compliance with Section 13 and Section 16 reporting and related issues; preparation and filing of periodic reports on Forms 10 KSB and 10 QSB; and representation of matters of general corporate law. (Global Media Corp.)

• Represented Phoenix based electronic identification badge system manufacturer in preparation of Form SB-2 registration statement and representation of matters of general corporate law. (TSI)

• Represented Denver based movie theatre operator in preparation of Form SB-2 public offering and general matters of corporate law. Represented this issuer in securities arbitration before the NASD. (Colorado Cinemas)

• Prepared and filed for a variety of issuers periodic reports including reports on Forms 3, 4, 5, 8-K, 10 QSB, 10 KSB, S-8, Schedules 13D, 13E and 14A.

• Prepared numerous opinion letters for private placement offerings, transfers of securities pursuant to the provisions of Rule 144.

• Prepared requests for Confidential Treatment pursuant to Rule 24b-2 and Rule 406.

• Prepared numerous stock and asset purchase agreements.

Private Placements

• Represented hotel development firm in preparation of offering documents and Rule 505 five million dollar private placement offering. (Lucky Penny Hotel and Casino)

• Represented distributor in preparation of offering documents and Rule 504 private placement offering. (CCC)

• Represented sports club developer in preparation of offering documents and Rule 504 private placement offering. (Vision Sports)

Other Securities Matters and Securities Litiqation

• Represented 11 % shareholder of public company in hostile proxy solicitation to replace existing board. This matter entailed the filing of adverse to management proxy solicitation and arranging for all aspects of calling and holding a special shareholder meeting. This matter required my preparation of a Complaint for TRO and permanent injunction upon the issuer's failure to abide by rules under Section 14 relating to responding to existing proxy solicitations. (Walford v. US Wireless Data (D.Colo))

• Represented European investment advisor and U.S. registered representative in SEC investigation regarding violations of Section 5 and public offerings. (SEC v. Peeper and Geiger)

• Represented Colorado investment advisor in SEC and Colo. Div. Of Securities and Iowa Securities Bureau investigations and public actions. (In re Summit Financial Group)

• Represented Washington investment advisor in SEC civil action for violation of Securities Act Section 17(b). (Liberty Capital Group)

• Many, many issuers, brokers, advisors and registered reps have retained me to represent them before the SEC and various state securities administrators. The above-mentioned are but a representative list. I believe that working on such matters has provided me with an important perspective while advising clients on corporate finance and securities regulation matters.

• Represented 75 limited partners of a limited partnership operating as an unlicensed investment company against its general partners and one of the world's largest securities brokerage firms in federal court in NYC. This matter was finally resolved before the US. Court of Appeals for the Second Circuit.

• Served as Staff Counsel and represented the U.S, Securities and Exchange Commission and the California Department of Corporations in matters ranging from check kiting by a securities broker (In re E.F. Hutton & Co.), investigation of insider trading ring (In re Joy Manufacturing Inc.) to obtaining emergency orders for asset seizures and ex parte temporary restraining orders from federal and state court judges.