prospectus - dealerstar · pdf fileprospectus 2016 offering contact information sandi jerome ...

Questions? Email [email protected] Visit www.DealerStar.com

1

PROSPECTUS

2016 Offering

Contact Information

Sandi Jerome

www.DealerStar.com 4327 S Hwy 27 Suite 601

Clermont, FL 34711 [email protected]

[email protected] 360-406-5062 x 706

http://www.dealerstar.com/

mailto:[email protected]



2

Why you are receiving this Prospectus Do you think it is time for dealers to have control over their rising technology costs? With a forecasted decline in the stock market, do you need to diversify your stock portfolio? Are you frustrated by CDK (ADP,) R+R, or DealerTrack as your choices for DMS providers? Are you disappointed with the lack of features in the Tier 2 and 3 providers like Autosoft, Dominion/ACS, and AutoMate? Has the recent sell of DealerTrack for 4 billion and spin off of CDK now valued at 8 billion gotten you excited about the growing value of DMS companies and automotive technology? The DMS system is the only technology that a dealership is required to have. You have been recommended as either a dealer or a key individual in the automotive/truck industry with an interest in technology. DealerStar, Inc. is raising $2 million over the next 4-5 years under a Regulation D exemption that requires that you are a knowledgeable investor that understands the DMS market and product as reflected by either currently owning or have owned a dealership in the past – or have dealership clients. We will be counting on our investor(s) to provide us with guidance during the growth of DealerStar DMS/CRM. Our DealerStar DMS/CRM company will operate like a 20 group and will have the input of our investors. We have set the current value of DealerStar at 20 million, but you'll see later in this prospectus that the market value of DealerStar DMS/CRM is closer to 50-60 million compared to other DMS systems at this stage of growth and compared to ADP (CDK) with a market cap approaching 8 billion and DealerTrack Arkona sold recently for 4 billion. We are selling stock at $200 a share based on the 20 million valuation and have 2 levels of investments; $100,000 for 500 shares $200,000 for 1,000 shares

If you do qualify as a knowledgeable investor, then please read our prospectus if you are interested or pass it along to another dealer or technology investor that you think would be interested in owning a portion of a new and exciting DMS company. If you are ready to invest, please print out and sign the stock agreement in the last few pages and send your check. Any questions? Email [email protected] or [email protected]. Thank you for your consideration,

Sandi Jerome

DealerStar, Inc. [email protected]

[email protected]

www.DealerStar.com 4327 S Hwy 27 Suite 601

Clermont, FL 34711 360-406-5062 x 706







3

Table of Contents PROSPECTUS .............................................................................................................. 1

Who owns DealerStar? ................................................................................................ 4 What is Status of DealerStar DMS? ............................................................................. 4 How is DealerStar Different? ....................................................................................... 5 The DealerStar Patents ............................................................................................... 6 The DealerStar Advantage .......................................................................................... 6

Value of DealerStar – Proceeds of the Offering ........................................................... 7 DealerStar Today......................................................................................................... 9

Cash Flow and Profit Projections ........................................................................... 10 Why is there a Need for another DMS? ..................................................................... 11

Lipstick on the Pig .................................................................................................. 11 Structure Problem with ADP and R+R ................................................................... 11

Summary of ADP, R+R, DealerTrack/Arkona and Dominion DMSAX ....................... 12 Could you Start your Own DMS Company? .............................................................. 13

Factory Integration – the Big Challenge for an Emerging DMS .............................. 16

Factory Integration Core Items ............................................................................... 17 Factory Certification Process ................................................................................. 17

Financial Information ................................................................................................. 18 Profit Projections - Return on your Investment ....................................................... 19

DealerStar – the Future ............................................................................................. 19

International Market ............................................................................................... 20

Pricing of DealerStar .............................................................................................. 21 What if DealerStar gets bought? ............................................................................ 21

Management Team .................................................................................................... 22

Sandi Jerome, Designer ......................................................................................... 22 Keith Jerome, Lead Programmer ........................................................................... 23

Nadine Epstein – Director of Training and Customer Service ................................ 24 Jack Ross – Manufacturer and ADP/R+R Integration ............................................ 24 Lena Washke – Accountant ................................................................................... 24

Technical Layers – DealerStar .................................................................................. 25

PHP – Scripting Language ..................................................................................... 28 Why Not Microsoft? ................................................................................................ 28 Project and Code Generator - PHPRunner ............................................................ 30

DealerStar Demo and Test Drive ............................................................................... 31 References ................................................................................................................ 31 Questions? ................................................................................................................ 32

STOCK SUBSCRIPTION AGREEMENT ...................................................................... 33


4

PROSPECTUS SUMMARY This summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus carefully, including the financial data and related notes, before making an investment decision.

Introduction Technology costs are now the #1 outside expense for dealerships. During the past ten years, the purchase of CRM, reporting, scheduling and other tools to "interface" with current deficient DMS systems that lack the features dealers need have caused this expense to skyrocket. ADP and R+R keep increasing their monthly support fees in a race to increase company profits. Some dealers “jumped” ship from ADP or R+R into a bargain DMS like DealerTrack (Arkona,) ACS, AutoMate or AutoSoft and are now disappointed with the lack of features.

1. We believe a DMS can provide better information to increase dealership profits at a lower price.

2. We do this by being a fully integrated Tier 1 system with the features of CDK (ADP) and R+R, but at the price of a Tier 3 system but including CRM.

3. Being a fully web-based DMS designed with modern tools by industry guru, Sandi Jerome of Sandi Jerome Computer Consulting has made our support less because DealerStar is easy to use with no customer acquisition costs.

Although it might be years before we can convert YOUR dealership(s) to DealerStar (we have a long waiting list) - it might make it less painful to stay with ADP, R+R or DealerTrack if you have a long term plan to reduce your technology costs. We will make our investors our priority if they need help.

Who owns DealerStar? DealerStar is owned by a group of automotive dealers and dealership technology experts. We created the name DealerStar to mean; Dealers plus “Stars” who are Super Technology Automotive Resources. Rather than hire a lot of high-priced senior management and have expensive payroll costs, we contract a lot of our work out to amazing industry experts that help us keep costs low and our technology new and fresh. The majority stockholder is Sandi Jerome.

What is Status of DealerStar DMS? We are not a struggling startup company. We have enough cash to meet our obligations for 2-3 more years. We have operated profitably since 2007 and have over 60 dealerships using portions of DealerStar with 2 dealerships using the full system for over 3 years. We are currently obtaining our factory certification and approval. We have completed GM, KIA, and VW certification. We will start installing at 2-3 GM and KIA dealers in late 2015 and early 2016. We are finishing Chrysler, Ford, and Honda and hope to install at those franchises belonging to some of our investors next year. These 6 integrations; Ford, KIA, VW, Chrysler, Honda and GM will cover 80% of the


5

total dealerships or 13,680 total. If we can eventually get a little less than 10% of that market or 1300 dealerships paying an average of $2000 a month, then that will mean over 31 million in revenue. Of course, we'll continue to try for Nissan, Toyota, Mercedes, BMW, and Mazda and any other factory that will let us into their certification program.

How is DealerStar Different? DealerStar is created in PHP and JavaScript on a MySQL database using an agile code builder, PHPRunner. We can migrate our software to a Microsoft system; our code builder has an ASP and .NET version for SQL, Oracle, DB2 or Postgre databases. But all the other newer DMS systems are already on a bloated slow Microsoft database - that is costly to maintain and have performance issues. Other DMS companies have to pay high per user license fees to Microsoft or IBM (DealerTrack) – but we don’t. By having both the application and database on the same web server, DealerStar is faster and easier to support and secure. By using the most modern and accepted web-based tools available today, DealerStar is scalable - easy enough for small stores, powerful enough to run huge dealership groups. DealerStar is already mobile enabled; Dealers can access their valuable data with any browser or mobile device; iPad, Kindle, tablet PC, iPhone or Android. Dealers benefit by finally having a DMS that is easy to buy, install, and access from anywhere - and best of all - a Tier 1 DMS for the low price of a Tier 2 or Tier 3 - and designed for multi-company, multi-language, and multi-currency.

DealerStar includes everything in one low monthly price with no upfront installation or training fee; CRM, F&I and Desking, Service (with dispatching, Service CRM, daily rentals and technician terminals,) Parts (with stock orders, purchase orders) Accounting (with intercompany transactions, banking, AR, and AP,) and Payroll with HR --- and all with an integrated easy reporting tool and a “Click to Excel” from most views.


6

The DealerStar Patents Although other DMS companies are claiming to be web-based (DealerTrack in Automotive News advertisement,) we were granted a patent for a web-based DMS on July 23, 2013 and a 2nd patent on November 4, 2014 that is even more extensive. It is not in our business plan to sue the other DMS providers for royalties at this time - our goal is to bring the best DMS possible at the best price for dealers.

United States Patent 8,495,487

July 23, 2013

Web-based dealership management system

Abstract An integrated web-based dealership management system providing accounting, financial reporting, parts and service sales tracking, vehicle and parts inventory, vehicle sales tracking, and customer management software developed on a relational database on a web server and with web application tools.

The DealerStar Advantage

Being a truly web-based designed DMS is a huge advantage for us. ADP (CDK) and R+R are spending millions to be mobile enabled. Any page

Other DMS systems like DealerTrack claim to be web-based - but we now have the patent.

http://tools.my/


7

that we want to create a special mobile version for can be done by checking a box in our agile program generator. You can use Chrome, Firefox, Safari, or any version of Microsoft Internet Explorer. Our software is graphical, highly integrated and uses the same database for everything except our parts and labor subscriptions. This makes it fast and easy to use. If you can write a check, you can also create a parts ticket – the screens are the same! Doing a car deal is the same type of screens as entering a repair order or ordering parts. In my first two installations I have had the controller helping the service manager learn our system because it was all the same. The timing for a new DMS provider couldn’t be better. Over the past few years many dealerships “jumped ship” from one of the very expensive Tier 1 providers like ADP and R+R into the Tier 2 or Tier 3 market. Some thought that DealerTrack/Arkona might be a great solution to the high cost and slow development of ADP and R+R, but after being purchased by DealerTrack, this system has declined in support and increased in price. We expect this decline of the DealerTrack DMS to continue after the recent purchase of DealerTrack by Cox Automotive. The pressure for profits for both DealerTrack and now ADP with the spinoff to CDK will be intense, meaning these companies must reduce costs by reducing key support and training personnel. Dealership employees are frustrated by the features lacking in the other Tier 2 and Tier 3 systems. To fill the gaps, dealerships bought many 3rd party products and the promised savings haven’t happened or other areas have suffered such as internal controls and customer satisfaction. Productivity is extremely low in dealerships.

Value of DealerStar – Proceeds of the Offering We plan to use the proceeds of this offering to complete our factory certification and approvals and slowly build a bigger support staff that will enable us to increase our installed client base. What we don’t do is pay ourselves huge salaries. When a DMS company is run by an accountant/CPA - you get a frugal operation. After studying the financials of DealerTrack/Arkona, I found that part of the reason why they ended costing DealerTrack close to 60 million is that they would pay 3-4 officer salaries of an average of $250,000 a year and rent expensive offices. We pay only one salary of $36,000, various contractors under $30,000 a year and we work out of our homes and dealership offices. Our current stockholder agreement limits management salaries and we don’t have a need for expensive decorated offices. In fact, when we do expand, we hope to move into one of our investor’s dealerships to not only save money, but provide a great learning environment for our future staff. When I talk to prospective investors, I always ask them “do you have any extra office space?” Would your hometown be a good place to grow a DMS company? Do you have children, grand children or key employees that could help run a DMS company someday? We have found other ways to reduce the “burn” of our investor's money by using outside contractors for various jobs instead of hiring staff. Since we are also major investors, it is in our best interest to bring this forward on a tight budget. Our goal is to have a profit ratio of between 80-90% by using some of our other proven methods to deliver a Tier 1 DMS at the price of a Tier 3.


8

Now it is time for us to grow DealerStar. To accomplish our next phase; getting more factory certifications approved and developing a support/training team - we need more capital. We are looking for investors to join this list. For those of you unfamiliar with the cost of a DMS company, I have created some cost comparisons for you below. I’d like to say that DealerStar is worth $8 billion instead of the 20 million valuation that we have set for this offering. 8 billion is the market cap of CDK(ADP.) Five billion is the price Bob Brockman is seeking for R+R today from investors and he paid only 2.8 billion for it a few years ago! Let’s look some other DMS sales;

1) $4 Billion – Cox Automotive paid for DealerTrack who had years earlier paid 58.9 million for Arkona DMS.

2) $45 Million - ADP paid 45 million (adjusted to 56.2 million in 2012 dollars) for DealerSolutions 13 years ago – when they had less than a dozen dealers installed.

3) $39 Million. It took Quorum over 39 million to get their current stage. 4) $65 Million - $90 Million. This is the estimated price the R+R paid to bring the

new Microsoft Suite product to market and install a few clients before pulling the plug merging/takeover by UCS for $2.8 billion.

5) $8 Billion – Market cap of current CDK (ADP) after spinoff of company from ADP employer services.

We can also look at a cost analysis. Our software has over 26,000 “screens” or pages and reports and over a million lines of code. Taking into account the design, programming, and testing cost of $750 a page or report that would add up to about $19.9 million in development costs. The database design of over 1100 tables and views would be another 1.650 million, and the cost of trademarks, incorporation, patent applications, and the work so far on manufacturer integration (discussed later) brings the cost value to $22.7 million. If you wanted to write a DMS today from scratch or modify an existing ERP and asked me for a budget, I’d say about $35-40 million would do. The third test is the earnings potential. If we reach a level of 200 dealers paying an average of $2,500 a month, the revenue is 30 million over 5 years. Of course we plan on reaching a level of 2,000 dealers – so you can do the math - 300 million! In summary;

1) Average of other sales $47.63 million (excluding #1 and #4) 2) Cost to have it programmed today; $22.7 million 3) Early earnings potential; $30 million 4) Our current value is only 20 million. “I can't believe it cost $640 million for the

Obamacare website! DealerStar is 1000 times more complicated and it works!” Dealers often value companies solely on current earnings – except when they buy and build a new franchise point. The day you open – you have no earnings, but yet it is worth millions. DealerStar is like a new BMW or Mercedes Benz dealership; we have engineered the product, tested and gotten certified and now the “building” is complete (software done) have the BMW franchise (entrance into factory integration programs)


9

and the same potential for earnings that CDK/ADP, R+R and DealerTrack/Arkona have (each about 1 billion a year.) Rather than owning the building (software) personally and then paying us royalties in the future (like a dealer pays rent to himself,) we transferred

the value of the code, trademarks and pending patents into DealerStar with a Section 351 stock exchange. Keith and Sandra Jerome are the majority stockholders with a total of 12 other investors that we hope to grow to 20. We are proud to say that since we formally started in business in 2007, we have filed profitable tax returns due to our careful growth plan and ability to earn income with consulting. We have no accumulated loss; only the prepaid cost of manufacturer integration. It will be years before you’ll see us waste money on a big booth at NADA or huge advertisements in Automotive News. I have been able to do free “soft” advertising of my

DMS in articles and seminars that I perform. I have a waiting list of dealers that want DealerStar – so we won’t need to spend money on marketing for quite some time. I will continue to write articles and perform workshops for the value of the free promotion of DealerStar to a huge dealer database that I hope respects the ideals I promote on efficiencies and profits. By offering stock to dealers, we will end up with 20 investors – we’ll be like a “20 Group!” You are receiving this because I want you to be involved. DMS companies have in the past gone about the process of raising money and then farmed out the programming offshore – wasting their investor’s contributions. We did things backwards; we started in 2001 getting the trademark and finding the right tools and database. In 2006, we decided on the right platform and then installed it for beta trials from 2007-2010. We are now have over 60 dealerships using portions of our software and fully installed at 2 dealerships. Our first charter investors get 50% off DealerStar while we perfect the extraction, conversion, training and communications with the 6 factory interfaces. "I think it shows professionalism and that DealerStar will fill the needs of many dealers. I'm very excited for the launch/pilot opportunity. DealerStar will sell like red ropes at the Super Bowl!" Director of Service and Business Development at a Honda Dealership

DealerStar Today As you look at our business plan with financials (emailed upon request) you might wonder why we are doing a stock offering - it doesn’t appear that we need the money. Our largest demand is manufacturer integration and the payment to GM is $25,000 per year and we have to buy the Chrysler parts tape each year for $7,500. I have found that the best time to acquire the funding that you need for the future is way before the moment you need the funding. We also recognize that we need to have some help to get through our next phase; keeping these first few fully installed dealers happy and


10

completing manufacturer integration. We have created the best DMS product and gotten it successfully installed, tested and supported - but it is time to build our company and plan for our future growth. We think that having dealers as our investors will help us grow, keep prices low - and also provide a nice return for our investors. We also think they will help sell our (their) system! Profit reported each year since starting in 2007!

Cash Flow and Profit Projections In our Cash Flow/Profit analysis, we project that DealerStar will eventually earn about 4-5 million a year at first - and this is with only 200 clients. Of course with technology multiples exceeding 15 times; this could bring the value to 60 million - or 3 times the investment. We eventually hope to earn 30 million a year with these 6 factory certifications. Email me if you would like this additional information – [email protected]. "I wish you luck and applaud you for getting into the DMS business. You are well respected in the automotive industry and it is about time that someone who truly understands dealer's pains, wants, and needs develops a product that is affordable and can work for a small dealer to a mega dealer. I wish you success!" Ken Mannell, a former Dealership Manager/Executive from Boston, Account Manager for

R+R In summary, we feel DealerStar is a winning combination because;

1. We are not a startup company; our software is completed, tested, and installed at dealerships; including a former R+R client who has been installed on DealerStar for over 3 years after being on R+R for over 28 years and one that was on Microsoft Dynamics.

2. Acceptance and completion of the exclusive GM factory integration program, KIA and VW. Working on Ford, Chrysler and Honda.

3. Unique, agile web-based development platform that it easy and low cost to support.

4. Granted 2 web-based DMS patents that could have extreme value in the future – but we’re not counting on that today. It protects us from others.

5. Our ability to extract and convert data better than any other company from existing ADP/R+R, DealerTrack/Arknoa and about 10 other systems.

6. Sandi’s extensive client database of over 6,000 clients, DMS and dealership industry knowledge, and marketing ability via articles, webinars, and seminars.

"Our cost of dealer acquisition is currently free! We have a long waiting list for DealerStar and with our dealer/investors using and selling our system-we won't have advertising or sales commission costs - thus increasing our net profit ratio!"



11

I don’t know of any other DMS company that has more going for it other than the first 2 items. When we are at their level of installations and factory integration, they will not have items 3-6 and we will have a considerable advantage.

Why is there a Need for another DMS? Based on the evolution of software tools, the major 3 DMS providers; ADP (CDK,) R+R and DealerTrack that have the most revenue should have migrated to their “Next Generation DMS” that would be faster, easier to use and cost less to support. Both ADP and R+R tried this and failed. All 3 DMS providers are under pressure to increase profits for their stockholders. This means that most of the approximately 9 most popular DMS systems are still 2nd generation DMS systems built on software developed in the 1980s and 1990s.

Lipstick on the Pig What we have today are the three old products from ADP (CDK,) DealerTrack Arkona and R+R servicing about 78% of the new franchise dealer market. ADP has put an overlay on their product and called it either websuite or Drive. The new R+R company (former UCS) has the UCS product Power with an overlay. They named the same overlay on the former R+R ERA product, Ignite. All three try to tell dealers that this is their new web-based “Windows” system, but it is just that old Pick System or IBM database with an overlay – or as I like to say in my seminars, “Lipstick on a Pig.” It is funny – one of very old Tier 2 DMS systems, AutoMate uses this slogan to sell their system which has their own overlay that is also “Lipstick on a Pig!” "A DMS system from Sandi is huge - she just tells dealers which system to buy and they buy it", former ADP sales executive with 15 years DMS experience.

Structure Problem with ADP and R+R Even though they have put an overlay on their systems, ADP and R+R still have Pick as the database. Pick which is the operating system, programming language and the database (all in one) is a very “account” - or bucket type of structure. Each module; service, parts, accounting, sales is in a separate account with their own dictionary and security routine. A user must log into accounting, then into parts, service, etc. Fields in Pick are multi-valued; for example a labor amount field will have 10 amounts in the field if there are 10 lines on a repair order. Modern databases like SQL and MySQL would have 10 lines with a single labor amount in the labor amount field. Pick has only one field type – character, which makes data validation impossible. Date fields on these systems can be 10/1/2012, 1-Sep12, etc. These three things make Pick slow and a “patchwork” of a system;

Account structure – that hampers integration between modules because they don’t share the dictionary, security, or database

• Multi-value fields make report writing and data exchange difficult • Only one type of field, no validation of data and slow searches for data


12

Most newer Tier 2 and 3 solutions are now on Microsoft SQL which means high licensing costs and slow performance. Only DealerStar is on MySQL which has lower licensing costs, but the great structure of a fast modern database. It was also completely designed – from the ground up - instead of modifying other software products developed for another industry.

Summary of ADP, R+R, DealerTrack/Arkona and Dominion DMSAX ADP(CDK) – Old underlying PICK technology, speed issues, mismatch of newly acquired technology. Often wins the bid because the other providers don’t have the factory integration or multi-company features required. Probably will not rewrite the DMS portion to modernize as needed to keep costs low and increase shareholder profit due to the recent spinoff to CDK. They have tried before to update the DMS, failed and wrote off over 60 million. Their currently focus is to “appear” new with Digital Marketing products. With their highly successful spinoff and value of 8 billion, the pressure for profit is huge. R+R –Challenge to support two major aging DMS products (ERA Ignite and UCS Power) and force ERA users onto Power platform with Ignite overlay. Paid a lot for R+R customers (2.8 billion) and many are unhappy or leaving. Like ADP, using old PICK technology for ERA and will probably not rewrite the DMS portion because that failed and Bob Brockman’s objective is to get 5 billion for his company – which means his goal today is to increase profits. DealerTrack/Arkona – The DealerTrack DMS is the former Arkona/Ensign company and a step-child company of DealerTrack in NY with an old platform. The base of this former System 36- IBM Ensign product was used by EDS for Saturn dealers. There is disconnect between two divisions (NY and Utah.) Support is decreasing and prices increasing as they cut costs to increase stock performance. Has been winning bids from ADP and R+R by default instead of providing a better product. All new product development is going into “sexy” DealerTrack sales and F&I tools instead of the core DMS that doesn’t earn as much as the “paper pushing” business. Their latest "upgrade" – DMS 2.0 Fusion - has the objective to join their products together to enable their sales reps to sell the DMS along with the other DealerTrack products. A recent post on a DMS forum said, " DealerTrack is not anywhere near the level of sophistication of RR or ADP, because of their relative newness." I'd like to correct that statement - the DealerTrack DMS is quite old - almost 20 years old - based on technology that is over 30 years old. The DealerTrack DMS was formally known as Arkona that started in 1992 and then purchased the Ensign (CDMS) in 2001. The Ensign DMS, based on the IBM System 36 (later IBM AS400) was started by Rich Holland and Blake Nielson in 1994 after working for Cars/Dyatron from 1980 to 1994. Cars/Dyatron developed the Cars-36 system on the IBM System 36 for EDS that was installed in Saturn and GM dealerships. That system is now terminated. I think you can connect the dots? DealerTrack DMS is an old system with "lipstick on the pig" to make it look newer. DealerTrack purchased Arkona in 2007 for close to 60 million. They needed to recoup that huge investment during the past years by increasing the fees and reducing support for their DMS.


13

DealerTrack was formed in 2001 by 3 banks; Chase, AmeriCredit, and Wells Fargo to better control the flow of submission of finance contracts from dealerships to banks. Now Cox Automotive has purchased DealerTrack for 4 billion so the pressure for profit increases. Dominion DMX/Microsoft Systems - This is not a joint venture with Microsoft - this is only a DMS built in Demark using a Microsoft tool; Dynamics AX. Dominion recently purchased ACS that is on the old Visual Fox Pro platform being terminated by Microsoft in 2015. This purchase includes the former Infonizer MSDMS group (AVAbahn) in Ann Arbor that ACS purchased a few years ago as a solution to their dying platform. This also includes some of the same players (John Reed, Richard Ward) that failed to bring the R+R Microsoft product to market (and caused the takeover by UCS of R+R after over 65 million in losses) and again failed with the Infonizer product as AVAbahn. This is an “automotive” version of Dynamics AX that was created in Denmark. After looking at the product, I know they have a long way to go; it is missing key pieces of a DMS, a better “Americanization” of the interface, and of course, manufacturer integration since they can’t use the same routines or certification used by the old ACS Access program. I am sure that Dominion will need to spend millions more to get it ready for market. Like most of the other newer Tier 2 and 3 providers that chose Microsoft tools (MPK, Quorum, Procede, PBS, GoldenEye) Dominion DMX will be saddled with high support costs, bloated and slow Microsoft software that was designed for other industries. The little Tier 2 and 3 providers; Autosoft, DPC, Jarvis, DDS Dubuque, Adam, DealerBuilt, and Auto/Mate are all very old products that lack many of the features that demanding dealerships need. Their old platforms and structures prevent them from being web-based, agile, multi-dealership, and mobile enabled without costly and slow “lipstick on the pig” tools.

Could you Start your Own DMS Company? I knew a farmer that wanted to buy a dealership so he could get all his farm trucks at cost. I talked him out of that idea because owning a dealership is much more complicated than it looks. It takes many careful elements; the right product, people, and processes to be a successful dealer. The same is true with a DMS company. Could you borrow a couple million and pay some programmers to write something like DealerStar? As you might have heard, the government spent $640 million for the poorly designed website that only needs to sign up Americans for health care. Technology costs can easily get out of hand. A DMS system is a lot more complicated than knowing someone who has created a CRM tool, written accounting software before, or designed websites. So many times over the years I’ve had someone discover a new accounting or CRM product like Microsoft Dynamics, NetSuite, PeopleSoft or SAP and told me that they plan to modify it to make a DMS. The latest one is http://www.acumatica.com. I just got a call from someone who wants to combine this cloud software with a CRM product that he likes and have a DMS. When we went through features of the product, it was obvious that it wasn’t even close to what you would need to build a DMS. Both ADP and R+R tried using “off the shelf” software and modify it but lost a lot of money; over 50 million each and caused the takeover of R+R by UCS. There are thousands of

http://www.acumatica.com/


14

little things that make a DMS different than other Enterprise software, but here are the big items;

Factory financial statement method of reporting sale and gross profit by department. Although a higher level financial report writer might be able to create this section, the mapping of various sales from the integrated sales, service and parts modules that depends on the type of customer or item being sold – is an extremely foreign concept to most standard packages. The level of customization is huge.

Schedules. Dealership accounting uses a complicated method of subsidiary ledgers called “schedules.” Most standard accounting packages have just two types; accounts receivable (people who owe us money) and payable (people we owe.) Because most of the amounts owed and due involve around a car deal, repair order, or parts ticket that are tied to a customer, these schedules are also tied to a key field. Other schedules keep those amounts by either the customer number or the stock# of the trade-in. When R+R brought out their new Suite product based on Microsoft Dynamics, they could only run schedules at night – the demand on the database was too great during the day. The Microsoft guy said we’d need to improve our business practices to not require these on the fly – instead of recognizing that we like to run schedules anytime that we want!

• Separate Invoicing Systems: DMS systems have 3 main invoicing systems; 1. Vehicle Sales and F&I which include aftermarket, reserves, insurance, doc

fees, taxes and items are sold by VIN# - not part or item number. 2. Repair Orders; labor, parts, other charges like shop supplies, taxes, sublet

repairs 3. Parts Tickets; parts, other charges like freight, restocking fees

Trying to use the single invoicing system of a standard accounting package to perform these three very distinct functions has caused converted or customized software to fail. Most try to use the standard invoicing and inventory system for the parts inventory and write modules to handle Repair orders and Vehicle sales. Each one of these sales invoicing systems has a mapping to the general ledger that then sends it to the correct sales account on the factory financial statement (required by the manufacturer’s agreement.) For example, when the dealership sells labor on an invoice and that invoice is going to be paid by the factory; the labor sale amount goes to warranty labor and the parts to warranty labor parts. Even the type of labor is divided between mechanical and body labor. Our bus dealership was on Microsoft Dynamics and their bus inventory and parts are in the same inventory database! They have to add labor to inventory to get it on the same invoice that they try to use for selling parts and repairs.

Integration with Sales, Service, and Parts. A fully integrated DMS combines your contact information from a customer database, with deal amounts, and information from the vehicle inventory database to form this “deal” that is then stored for accounting to use to post the sale into the general ledger. A typical car deal has about 20 entries into the accounting system and this interface prevents


15

someone from having to put each amount in each account manually. During the past few years various enhancements have provided ways to increase profit;

1. Desking and F&I. Being able to Rollback the payments to reach the customer’s budget and being able to decide whether to get more down payment, increase the trade-in value, months, rate, or lower the price of the vehicle (Desking.) Providing the various options for sale like extended warranty policies and GAP insurance in a menu format (F&I menus) so the customer can select by the monthly payment the items they’d like to get. Most tier 2 and 3 providers lack F&I menus and Desking features. I was a former F&I manager, so I know this portion of a DMS.

2. Electronic Service and Parts communication – dealers want a more paperless system. A DMS must enable a Tech to “clock on” a repair order and start working and then request the parts necessary and know if they are available. The parts department needs to communicate back to the Tech and also track the core return. Communication is vital between the Tech, Advisor, Parts Department and Factory.

3. CRM. A DMS system’s biggest problems comes trying to integrate with over 150 CRM providers that dealers prefer like VinSolutions, Higher Gear, and DealerSocket. For our smaller dealers we’ll focus on giving dealers an “all in one” solution. This is the path the ADP and R+R has gone and we have an easier road because we put CRM in our design from the first day. They each bought a CRM company (DealerKid and Automotive Directions) and interfaced it with their core DMS. Our first technology offering from 1995- 2006 was one of the first CRM products and grew to over 200 dealerships before newer technology overshadowed us. We grew frustrated trying to get the data from ADP and R+R and felt they were purposely messing up our system because they wanted dealers to buy their system. In order to protect our future, we decided to start over and create our own DMS from the ground up and it is the vision of a single CRM and DMS system that helped us decide to develop DealerStar. But since we built DealerStar as modular product it is possible that we could break off the Accouting/Parts portion or Service/Parts and bolt it onto one of the 150 CRM solutions out there – or even license those modules to a CRM company that could use our code builder’s agile .NET or ASP tools to create their own Microsoft Version of DealerStar and use our expertise and factory certification. It is something we will probably consider.

If you do try to squeeze a DMS into an “off the shelf” product, you might be able to combine it with a CRM product and then use the inventory module to sell parts – but the biggest failure will come in the lack of a service and parts module for our industry with these features included in DealerStar but are lacking in Tier 2 and 3 providers;


16

1. Dispatching. Managing the technician’s time by optimizing the dispatching of the

right job to the best qualified technician 2. Being able to quickly provide an Estimate and pricing for additional work “how

much for that brake job?” 3. Purchase orders that tie into a repair order so that a rental or sublet work isn’t

missed when the repair order is closed out. This is a feature added in the new Drive system by ADP. As a note, when ADP does add an enhanced version of their purchase orders, they will only enable it in the newest version – thus creating the need to upgrade to Drive as shown in the example in the pricing section.

4. Grid labor pricing that increases the labor rate based on the labor hours.

Standard invoicing and inventory system can normally sell parts okay, but we have 3 items in a DMS parts module that “off the shelf” product lack;

• Price escalators for both sales and ordering • Pricing matrixes based on both the customer and source • Notifications when special order parts arrive tied to the customer, repair order or

vehicle Many of these items are also missing from tier 2 and 3 providers, but some of the newer ones like Quorum and DealerStar have the advantage of better internal control of parts quantities providing a value to the dealer of less opportunity for fraud. To summarize, the reasons why trying to modify most existing accounting and enterprise software fails are;

1. The need for 3 very different but integrated invoicing, sales and inventory systems

2. Extensive subsidiary ledgers (schedules) that are controlled by a variety of key fields that vary from dealership to dealership

3. Factory Financial statement – that reports a sale from a particular customer of a particular type of a particular product to a specific sale and cost of sale account.

4. The interface with the factory. The next section discusses this in detail.

Factory Integration – the Big Challenge for an Emerging DMS About 20 years ago, when I had a successful CRM company and DMS consulting practice, I was speaking to a group of 20 dealers and after our break, they asked me to sit down and listen to them. They had added up the amounts on their financial statements and found that they paid a combined 20 million a year in DMS charges! They proposed giving me that 20 million, and then I could write them a perfect DMS based on my knowledge of the systems. I turned them down because of the difficulty of obtaining factory certification and developing factory integration at that time. At that time, the manufacturers had a variety of methods to receive and send information to dealerships and it was all very complicated. Years later, a group of manufacturers got together and started standardizing the process; www.StarStandards.org. As time passed and I studied the work being done by Star Standards, I realized that this cut the

http://www.starstandards.org/


17

R&D costs about in half. The standard XML files would make it easier to write the 10-15 interfaces for the over 20 manufacturers;

Factory Integration Core Items Some manufacturers only have a handful of integration points and others have over 20 (GM.) Here are the most demanded;

1. Financial Statement - Download monthly financial statements directly to the factory.

2. Parts Orders and Returns - Create any parts order or return and transmit it directly to the factory, quickly and easily

3. Parts Master - Receive the monthly parts master tape, which includes current and superseded parts numbers, from the factory

4. Warranty Download - Submit warranty claims to the factory electronically. 5. Vehicle History Inquiry – Submit the VIN# and receive back the warranty repair

history on the vehicle regardless of the servicing dealer 6. Vehicle Sales Report – Submit sales data about the customer with the ability to

do rebate submission – Submit for dealer and customer rebates For some manufacturers it is not required to have factory integration (Chrysler) – you can do everything on their dealer portal website. For others like Nissan, you must have factory integration – it is the only way to submit the required financial statement. For some dealers, not having factory integration makes it too hard to do business (entering warranty claims manually) and for others, the advantages are too minor to warrant paying more for a tier 1 DMS. Because these integration points already existed during our design of DealerStar, instead of creating factory integration as a separate module, we have put the integration points inside of the application. For example when you’re looking for a part in our parts inventory screen, there is a button to check the factory master or online factory availability of the part and then add it to your inventory and order it.

Factory Certification Process To become a certified DSP (Dealership Services Provider-term used by the factory instead of DMS) vendor for a manufacturer, the most common steps are;

1. Apply to be part of their certification program. For GM, this was a long two-year process for me that involved forms, references, and a presentation to their selection committee. Although GM had recently closed their program to any new DSPs, I was able to convince them that there wasn’t an offering like ours; fully web-based, highly integrated with CRM as part of the core, and designed with the latest software tools by a long-time DMS expert. For us to be part of the Chrysler program it meant sending an email with a recommendation by our first Chrysler dealer. Just because you want to develop factory integration, doesn’t mean that the factory wants to accept you into their program.

2. Pick an integration point that you want to be certified for first and write your functional specs and apply to the program. For GM, this involves working during


18

their “windows” of opportunity. We completed our financial statement certification, parts avail/info and warranty claims well within the deadline.

3. GM has an annual fee of $25,000 plus a cost for the parts/labor updates per dealer. The rest are usually a one-time certification fee with the same costs for parts/labor updates per dealer.

4. Submit test data as outlined in the testing process with various scenarios. For example with GM, we had to submit over 80 different test cases to GM for warranty claim approval.

5. The factory approves the format of the test data and certifies you for that application. We are certified financial statement, warranty claims and a portion of Parts Workbench for GM.

The following chart is the list of DSP providers in the GM certification program. You can see that DealerStar is now on the factory approved list.

Financial Information As a knowledgeable investor, you are most likely painfully aware of how much DMS companies charge for their services, therefore I won’t go into a discussion of our potential client base, proforma income, and pricing – other than the section on our views


19

of a good pricing model. Before being purchased by UCS, R+R's annual revenue was 1.4 billion! Today, ADP's revenue exceeds 10 billion - with 1.5 billion from dealers.

Profit Projections - Return on your Investment Financially, it doesn’t take much for a DMS company to be profitable. Take the amount you pay ADP or R+R monthly and multiply by 12 and then by 7000 dealers – I’ll use $9,000 a month, the average ADP or R+R billing amount;

Monthly $ 9,000 $ 2,500

Annually 12 12

Total $ 108,000 $ 30,000

Dealers 7000 300

Annual Revenue $ 757 million $ 9 Million

If we charge a fraction of that amount; an average of $2500 and only reach 300 dealers – or become only 4% as successful as ADP (CDK) or R+R, that is $9 million a year in revenue – compared to $757 million for them. We don’t need to be greedy. We don’t even need to make $9 million to provide a nice return to ourselves and our investors. Of course, ADP and R+R make a lot more revenue than $757 million – estimates are over 1 billion a year each. They also have many more sources of income other than monthly support fees; they charge for upfront licensing, training, upgrades and conversions along with the revenue they get from all the other services they provide. Our company has the same potential for growth outside of providing core DMS products. DMS companies are not like the car business that has a low net profit to sales. There are no “cost of sales” or inventory costs for a DMS company. DMS companies are not in the hardware business anymore – their fees are all pure profit items; software and services. Expenses can get high; especially R&D costs, marketing, installation, and support. It is in these areas that we have already excelled with tight management control to hopefully have an 80-90% profit margin.

DealerStar – the Future We think we’re the best next generation DMS! Our design was done with extensive knowledge of the thousands of features of the various DMS systems, but with the low cost tools of PHP/JavaScript/MySQL- compared with the high licensing fees of the other Microsoft-based DMS systems. We used a code builder to make our modifications agile and enable a small design team. Our only problem is that we have the lowest level of manufacturer integration and client database at this point – but that is a plus for us because we can still make quick changes and stay agile. I have over 6,000 dealer clients after 20 years of consulting, so a built-in customer base that other companies don’t have. They must pay high marketing and sales to acquire each new customer. We did our beta testing at Honda, GM, Chrysler, and Saab dealerships from 2008-2012 and now we’ve been fully installed for over 2 years at dealerships; one of them after they got a 9-day shutdown notice from R+R. We now have over 60 dealerships using portions of DealerStar with 2 using the full system (including payroll and CRM.) We handle each support email personally – and discuss together how to avoid the problem


20

in the future with better design or training. This slow careful growth will be the biggest key to our success and customer satisfaction. That is why we haven’t just gone out and signed up hundreds of dealers and made a mess like others did.

International Market DealerStar is multi-language (using one of language templates) and multi-currency. We have entered into a reseller agreement with our first International client. They will be using it in their dealership/distributorship and then selling DealerStar throughout the Caribbean. By having another technology firm working with us on DealerStar, we get the input from personnel with different technology skills than our own. Another International technology company with over 95,000 employees has selected DealerStar for various European DMS proposals and will partner with us if any of these are selected.


21

Here is a list of built-in languages in PHPRunner.

Afrikaans Arabic Bosnian Catalan Chinese Croatian

Czech Danish Dutch DutchB English Farsi

French German Greek Hebrew Hongkong Hungarian

Indonesian Italian Japanese Malay Norwegian Phillipines

Polish Portugal Portuguese Romanian Russian Slovak

Spanish Swedish Taiwan Thai Turkish Urdu

Translations of system messages are stored in the language files (*.lng) located in the lang directory (C:\Program Files\PHPRunner8.1\lang). For example, system messages in English language is stored in the English.lng file:

Pricing of DealerStar I’ve spent the past 20 years helping dealers get a DMS for a lower price. Here is a typical “upgrade price” for a dealer going to the new CDK/ADP Drive system. Although it is for only 30 users, I often see a price that is double or 3 times as much for the same situation. When I questioned the sales rep, he replied “sometimes they just sign and pay and we win big!” In this example below, the dealer is not getting anything new – it is their same old system with new “lipstick on the pig.” Dealers are frustrated at this pricing.

For this reason, we charge a flat amount and add more only for manufacturer integration, employees or payroll. A typical DealerStar client would pay $1,250 - $4,500 for everything – including CRM! We are still working on the pricing and will value your input.

What if DealerStar gets bought? I think we were all shocked when UCS bought R+R for 2.8 billion and that now that Bob Brockman wants 5 billion! Automotive technology is “hot” right now for investors. Obviously our obligation is to be profitable and if we were to get an offer of $40 million in the next few years that would enable our investors to double their investment – we’d have to consider it. Our long term plan is find someone in our investor group or future employees that could eventually buy us out when we retire and take over DealerStar or take DealerStar public. With no “dealer kid” ourselves, we will be keeping our eye open for an eventual exit strategy, but our plan is not to grow a


22

company that would be gobbled up by another larger DMS, but to someday with the help of our investors to take DealerStar public and make all of us very, very wealthy. We think this product is so advanced and superior to ADP and R+R that it deserves to be the next generation DMS – and not “killed” off in order to force the hard earned client base to migrate back to an old legacy system.

Management Team Having a small team has been our biggest advantage during our first years of development. We don’t have to arrange meetings; we live and breathe DealerStar. Like others, we had thought to partner with Microsoft on their new DMS and market it with our own CRM. In 2006-2007 after the disappointing entry of Microsoft into our market, we decided to design DealerStar instead. Over the past years instead of wasting time building a company, hiring employees, finding offices and raising capital, we focused on developing and testing the software and have ended up with a small amount of debt and a fully developed DMS, built from scratch that we own 100%. In the past few years the interface with the factory has greatly improved, so our delay has actually worked to our advantage. By coming to the market at this time with Star Standards already being adopted, we will save millions in factory integration development costs compared to our competition. What we have already developed for VW, KIA, Chrysler and GM integration works the same for Ford, BMW, Honda, Nissan, Toyota, etc. Our current stock agreement restricts any one employee or officer to earn more than $144,000 a year. Currently we only pay Keith Jerome a salary of $36,000 to keep us eligible for lower priced medical insurance and the rest like Sandi, Jack, Robert and Lena on a contract basis when we need the help. Sandi Jerome still earns an income from Sandi Jerome Computer Consulting where she does her very popular Profit Accounting Academy with Nadine. It is also a great place to find future DealerStar customers! After studying the financials of DealerTrack DMS - Arkona, I found that part of the reason why they ended up costing close to 60 million for DealerTrack is that they would pay officer salaries of an average of $250,000 each to at least 3 or 4 people each year. They ended up in a few years of being 15 million in the hole and eventually 45 million.

We don't want to spend our investor’s money that way - so we're a lean operation until we get the revenue to match the salaries and we'd rather spend the money investing in factory integration and other features to make our system more valuable. The following is a little bit about our team;

Sandi Jerome, Designer Sandi started working in the parts department at fourteen when the inventory was kept on 3x5 cards. Her neighbor was a parts manager.

While going to school, she worked in a dealership accounting office before becoming an


23

office manager, controller and CPA. She got her degree in accounting with a minor in Computer Science. She was one of the first female F&I managers and then quickly rose through the ranks to be an assistant general manager. She has been the fixed operations manager for parts and service, system administrator, controller and CFO for the largest Chevrolet and Dodge dealer in a 5-state area. As an F&I manager she gained the knowledge of the sales process to combine with her service and parts experience. As an accountant, she was always profit focused; helping her dealers over the years make millions, but the computer system was always her first love. She left the car business to be a computer consultant, and still is a certified ADP consultant. She helped write the ADP and R+R certification program. She consults and lectures on automotive business management, internal controls, and computer utilization for NADA Management Education, CPA firms, AICPA, 20 groups, manufacturers, and three of the major computer companies. She has been a highly rated speaker at NADA in the past few years. Her seminar, “40 Valuable Things to Do with Your Computer System” was rated 14 out of 63 seminars. Her NADA seminar, “How to Create a Super Controller” was ranked in the top 10. She also provides in-dealership computer training for dealers and evaluations of their existing systems and processes. She developed CompuSelect, a computer program that provides dealers with a computerized analysis of their computer bids and helped over 1,100 dealers pick between 20 different available DMS systems over the past 15 years. She also developed DMS Import which downloads a dealership’s database into online storage for data warehousing and creating marketing campaigns. She specializes in third-party interfaces and training of R+R, ADP, UCS and most other systems for downloading accounting, service, parts, and F&I data from remote locations and converting the data into Microsoft Excel, Access, XML or other standard formats. Sandi is the author of a series of self-study guides on the automobile business that is used by CPA firms for continuing professional education. She has written reviews of tax and accounting software for national computer magazines and two published mass market computer manuals. She is the author of The Super Controller 1-3 Guides, Power ADP Reflection, Power R+R ERALink, Safeguards Training Guide, Data Mining made Easy, along with a free monthly Tip e-mail newsletter. She developed The Pay Plan Wizard – a tool for creating effective pay plans using Excel and was the first editor of Digital Dealer magazine and still a regular contributor and technical editor. She and noted ADP consultant, Jack Ross wrote Super Doc, Super Excel and most recently, Expense Master for ADP, R+R and AutoMate. Since 1995 Sand has worked as a consultant doing training, design and product consulting for most of the major DMS and CRM companies; ADP, R+R, UCS, EDS, Auto/Mate, Quorum, ACS, DPC, and Dealertrack/Arkona (partial list.)

Keith Jerome, Lead Programmer Keith Jerome has worked in the nuclear industry for both the Department of Defense and commercial power plants where he designed preventative maintenance programs and detailed corrective procedures for instrument and control equipment. This involved


24

checking each program against NRC and manufacturer guidelines and keeping in mind technician and public safety. He is a Visual Basic programmer who converted to PHP for this project. He has spent the past ten years in the automotive industry teaching third parties how to interface and extract from the various DMS systems (ADP, R+R, UCS, ACS, Arkona, Adam, Auto/Mate, etc.) and developing CRM and accounting tools. A long time ago he spent a few years running a dealership's leasing company. Keith and Sandi have been married for over 40 years and it is this unusual combination of their knowledge that has led to the design of a uniform cohesive DMS system.

Nadine Epstein – Director of Training and Customer Service Nadine, currently a consultant with Sandi Jerome Computer Consulting and a DealerStar charter investor, has had both small and large company experience. After obtaining her CGA, she embarked on a career in the Automotive and Trucking industries where she met Sandi while working at one of Sandi’s client dealerships. She later left the dealership and began consulting -- refining her skills as a dealership accountant and sharing what has become a passion for the Automotive and Trucking industry. It will be her job to make sure our users know how to best use DealerStar and are happy with DealerStar. She is great with dealers and dealership personnel. Our goal is to obtain #1 in the NADA customer satisfaction survey with the efforts of Nadine keeping our clients happy and recommending us to other dealers. She was a speaker at NADA in Orlando, 2013.

Jack Ross – Manufacturer and ADP/R+R Integration Jack has been involved with automotive dealerships since 1985. Almost from the start, he learned a hands-on approach to getting information out of the computer systems and figuring things out so that the dealership could be more productive. Starting with learning to program an IBM System/36, he moved on to personal computers, Lotus spreadsheet programming, relational database programming, Microsoft Excel, Visual Basic, and ADP dealership software. Along with ADP came the Reflection emulator that allows one to literally write programs that can automate a great deal of manual jobs and procedures found in most dealerships, from parts to service to car sales to accounting. He completed DealerStar’s GM and Saab integration of the factory financial statement and XML file output way ahead of deadline and budget estimates. He is working on the VW, Chrysler and Mitsubishi financial statements. He’s our expert (along with Keith and Sandi) at getting the data out of ADP/R+R and converting into the format we need.

Lena Washke – Accountant Sandi met Lena while they were both members of the Science and Technology group in Port Angeles. Lena was the office manager of the local plywood plant and later worked for the Port Angeles Police department before starting her own accounting practice. Realizing the need for an independent accountant, Sandi turned over the DealerStar books to Lena in 2007 and Lena retains the backup contingency plan, code, software and database. DealerStar, Inc. is incorporated in Washington State and our corporate offices are in Port Angeles, WA. Sandi and Keith reside in Port St Lucie, FL.


25

Technical Layers – DealerStar We spent the time period of 2001-2006 evaluating over 50 different tools, databases, and existing ERP and accounting packages before selecting MySQL, PHP, and PHPRunner. DealerStar is designed from the ground up and we didn’t modify software from a different industry or country. This is what our competitors did and it shows. A DMS is comprised of 2 things; the database and user interface. This was the reason why our patent was split into 2 patents; one for the database and code to interact with the database and the other for the user interface using code and calculations. We used some of the most modern tools to develop DealerStar to give it a long technology “life.” In contrast, 2 of the more popular Tier2 DMS systems; Adam and ACS ( now Dominion DMS) were developed in the 1980s on an older tool; Visual Fox Pro that has and end of life of 2015. DealerStar DMS was designed to be a Tier 1 system with a multi-company structure to compete with ADP and R+R – but on a modern database using the newest development tools to be agile and enable a low cost of support.

Database - MySQL Most newer DMS companies have selected Microsoft SQL and older companies use PICK (ADP, R+R ERA) or some form of IBM (DealerTrack Arkona or R+R Power (UCS.) Newer databases like MySQL are relational databases that have a better structure compared to older databases that are an older flat file system. MySQL has gained 25% market share in overall database usage by developers in the past two years, according to data drawn from a range of recent multi-client surveys published by Evans Data Corporation, a vendor-neutral third-party market research firm. The data shows 40% database usage by developers, up from 32% two years earlier. Current users include; City of NY, State of Illinois, Dun & Bradstreet, University of Texas, Sears, Walmart, Macy’s, AT&T, and Cisco. MySQL Advantages

Governments and businesses worldwide as well as US federal, state and local governments are choosing MySQL as a cost-effective and easy to use solution to manage their data and develop new innovative applications. MySQL provides the following unique capabilities that make it the world's most popular open source database:

Reduce Database TCO by 90+% - MySQL is budget friendly. Companies can save over 90% of their database costs by choosing MySQL over Microsoft SQL Server

Easy to Use - Developers can get MySQL installed, configured and begin developing applications in less than 10 mintues so they can get applications to market faster

Easy to Manage - MySQL doesn't require high cost specialized skills to manage. MySQL Developers and SysAdmins are able to manage MySQL


26

High-Performance, Scalable & Reliable - 9 out of 10 of the most trafficked web sites in the world choose MySQL to power their business critical properties. Facebook manages 1 billion users with MySQL –It can easily handle 2,000 or 2 million dealers.

High Availability - MySQL offers a range of solutions for database high availability, to automatically detect and recover from failures - whether these occur at the network, host, OS or database layer - as well as minimize downtime resulting from scheduled maintenance activities

MySQL Enterprise Security - MySQL Enterprise Edition provides with the ability to integrate MySQL with their existing security infrastructures including LDAP and Windows (Cost for Enterprise $5,000 a year)

MySQL Enterprise Audit - MySQL Enterprise Audit is a policy-based auditing solution that helps organizations implement stronger security controls and satisfy regulatory compliance

Huge Ecosystem - MySQL has a huge ecosystem of developers, DBAs and third party product providers that support MySQL, making it easy to find products, services and skilled people to develop and manage database applications

1. Scalability and Flexibility - The MySQL database server provides the ultimate in scalability, sporting the capacity to handle deeply embedded applications with a footprint of only 1MB to running massive data warehouses holding terabytes of information. Platform flexibility is a stalwart feature of MySQL with all flavors of Linux, UNIX, and Windows being supported. And, of course, the open source nature of MySQL allows complete customization for those wanting to add unique requirements to the database server. 2. High Performance - A unique storage-engine architecture allows database professionals to configure the MySQL database server specifically for particular applications, with the end result being amazing performance results. Whether the intended application is a high-speed transactional processing system or a high-volume web site that services a billion queries a day, MySQL can meet the most demanding performance expectations of any system. With high-speed load utilities, distinctive memory caches, full text indexes, and other performance-enhancing mechanisms, MySQL offers all the right ammunition for today's critical business systems. 3. High Availability - Rock-solid reliability and constant availability are hallmarks of MySQL, with customers relying on MySQL to guarantee around-the-clock uptime. MySQL offers a variety of high-availability options from high-speed master/slave replication configurations, to specialized Cluster servers offering instant failover, to third party vendors offering unique high-availability solutions for the MySQL database server. 4. Robust Transactional Support - MySQL offers one of the most powerful transactional database engines on the market. Features include complete ACID (atomic, consistent, isolated, durable) transaction support, unlimited row-level locking, distributed transaction capability, and multi-version transaction support where readers never block writers and vice-versa. Full data integrity is also assured through server-enforced referential integrity, specialized transaction isolation levels, and instant deadlock detection.


27

5. Web and Data Warehouse Strengths - MySQL is the de-facto standard for high-traffic web sites because of its high-performance query engine, tremendously fast data insert capability, and strong support for specialized web functions like fast full text searches. These same strengths also apply to data warehousing environments where MySQL scales up into the terabyte range for either single servers or scale-out architectures. Other features like main memory tables, B-tree and hash indexes, and compressed archive tables that reduce storage requirements by up to eighty-percent make MySQL a strong standout for both web and business intelligence applications. 6. Strong Data Protection - Because guarding the data assets of corporations is the number one job of database professionals, MySQL offers exceptional security features that ensure absolute data protection. In terms of database authentication, MySQL provides powerful mechanisms for ensuring only authorized users have entry to the database server, with the ability to block users down to the client machine level being possible. SSH and SSL support are also provided to ensure safe and secure connections. A granular object privilege framework is present so that users only see the data they should, and powerful data encryption and decryption functions ensure that sensitive data is protected from unauthorized viewing. Finally, backup and recovery utilities provided through MySQL and third party software vendors allow for complete logical and physical backup as well as full and point-in-time recovery. 7. Comprehensive Application Development - One of the reasons MySQL is the world's most popular open source database is that it provides comprehensive support for every application development need. Within the database, support can be found for stored procedures, triggers, functions, views, cursors, ANSI-standard SQL, and more. For embedded applications, plug-in libraries are available to embed MySQL database support into nearly any application. MySQL also provides connectors and drivers (ODBC, JDBC, etc.) that allow all forms of applications to make use of MySQL as a preferred data management server. It doesn't matter if it's PHP, Perl, Java, Visual Basic, or .NET, MySQL offers application developers everything they need to be successful in building database-driven information systems. 8. Management Ease - MySQL offers exceptional quick-start capability with the average time from software download to installation completion being less than fifteen minutes. This rule holds true whether the platform is Microsoft Windows, Linux, Macintosh, or UNIX. Once installed, self-management features like automatic space expansion, auto-restart, and dynamic configuration changes take much of the burden off already overworked database administrators. MySQL also provides a complete suite of graphical management and migration tools that allow a DBA to manage, troubleshoot, and control the operation of many MySQL servers from a single workstation. Many third party software vendor tools are also available for MySQL that handle tasks ranging from data design and ETL, to complete database administration, job management, and performance monitoring. 9. Open Source Freedom and 24 x 7 Support - Many corporations are hesitant to fully commit to open source software because they believe they can't get the type of support or professional service safety nets they currently rely on with proprietary software to ensure the overall success of their key applications. The questions of indemnification come up often as well. These worries can be put to rest with MySQL as complete


28

around-the-clock support as well as indemnification is available through MySQL Enterprise. MySQL is not a typical open source project as all the software is owned and supported by Oracle, and because of this, a unique cost and support model are available that provides a unique combination of open source freedom and trusted software with support. * Enterprise $5,000 a year. 10. Lowest Total Cost of Ownership - By migrating current database-drive applications to MySQL, or using MySQL for new development projects, corporations are realizing cost savings that many times stretch into seven figures. Accomplished through the use of the MySQL database server and scale-out architectures that utilize low-cost commodity hardware, corporations are finding that they can achieve amazing levels of scalability and performance, all at a cost that is far less than those offered by proprietary and scale-up software vendors. In addition, the reliability and easy maintainability of MySQL means that database administrators don't waste time troubleshooting performance or downtime issues, but instead can concentrate on making a positive impact on higher level tasks that involve the business side of data.

PHP – Scripting Language DMS systems need to be FAST! We use PHP for the user interface and calculations; According to Zend, there are over 5 million PHP developers in the world: By January 2013, PHP was being used by a remarkable 244M sites, meaning that 39% of sites in Netcraft's Web Server Survey were running PHP. PHP stands for Hypertext Preprocessor. PHP originated as a scripting tool that has quickly taken over the internet thanks to its easy learning curve and large developer community. According to one estimate, PHP is installed on over 244 million websites with server support from virtually all major hosts. PHP is also free and boasts a number of frameworks to simplify web development. Some of the major websites written in PHP include WordPress and Facebook.

Why Not Microsoft? Microsoft applications come at a price; not only are there high licensing fees that increase support cost and profitability – but they are usually slower and more difficult to modify. You have 2 choices in developing a Microsoft system;

1. Use one of the “off the shelf” ERP products and adapt it. This has already been done twice and each one failed.

2. Use ASP.NET. The following is a comparison of PHP vs. ASP.NET ASP.NET was developed by Microsoft to provide developers with an easy scripting tool for building web pages and web applications. It is a successor to ASP (Active Server Pages), another platform pioneered by Microsoft in the mid-90s. You can code ASP.NET using any .NET supported language, which made it especially popular among .NET developers. Microsoft’s early domination of the web browser market with IE was also responsible for increasing the popularity of ASP.NET. Some of the major websites that use ASP.NET are PlentyOfFish.com and MySpace. The question now is: what language should you choose?


29

Costs - This is a no-brainer – PHP is completely free, while ASP.NET is a Microsoft product. This means there are certain costs associated with ASP.NET development, namely: Buying Windows, since ASP.NET development is possible only on a Windows machine. This shouldn’t be a problem for most people. If you use a Mac or Linux, you can use the Mono project to use ASP.NET on your machine. ASP.NET requires Windows hosting. Until a few years ago, Windows hosting used to be significantly more expensive than Linux web hosting. This is hardly true today; you can easily find Windows hosts for almost the same price as Linux web hosts. A development environment. The most popular IDE (Integrated Development Environment) for ASP.NET is Visual Studio. Microsoft also offers a free version of VS called VS Express. PHP, on the other hand, is entirely free, runs on Linux web hosting, can be used on Windows, Mac or Linux, and is supported by a number of free and paid IDEs. Winner: PHP Scalability - Both ASP.NET and PHP are highly scalable. Consider that Facebook, the second most heavily trafficked website in the world, was originally built in PHP, while MySpace, the website Facebook dethroned as the world’s favorite social network, was built in ASP.NET. This illustrates that both ASP.Net and PHP are highly scalable, as long as the programmer knows how to scale their application. Winner: Tie Performance - Performance for most web applications is a function of the interaction between the script, the database and the server. Most web applications written in PHP follow the LAMP stack – Linux (OS), Apache (server), MySQL (database) and PHP (scripting language). The LAMP stack is extremely popular for web development, and thus, has been optimized extensively for improved performance. The database used most often with ASP.NET is MSSQL (Microsoft SQL Server), although you can also use MySQL with it. The performance different between a ASP.NET+MSSQL stack and a PHP+MySQL stack are very small with PHP+MySQL edging out ASP.NET. Another factor that affects performance is the OS and file system used on the server. Most tests indicate that Linux and ext4 file system have better I/O performance than Windows and the NTFS file system. Thus, there’s a good chance a PHP application running on a Linux web host will slightly outperform a similar ASP.NET application running on a Windows host. Winner: PHP Support - PHP is free and among the most popular scripting languages online. There’s a huge open source developer community that regularly contributes to PHP development. The open-source community also tends to be very helpful, which is a big bonus for beginners. ASP.NET, on the other hand, is a Microsoft property. While you’ll find plenty of developer boards run by ASP.NET enthusiasts, the scene is nowhere near as vibrant as PHP’s. Winner: PHP Availability of Tools and Editors - Most PHP developers prefer using text editors like VIM and Notepad++ instead of a full-fledged IDE. If you did want to use an IDE, however, you’ll find solid support for PHP in free editors like Eclipse. ASP.NET is also


30

supported by most IDEs but is mostly used with Microsoft Visual Studio. Microsoft VS is one of the most powerful, feature-rich and flexible IDEs around, even though it is not free. Thus, if you’re willing to shell out the cash, you’ll find that no PHP editor/IDE comes even close to Visual Studio. Winner: Tie Ease of Learning - PHP wins this one, hands down. ASP.NET is usually written in C# (pronounced C ‘Sharp’). C# is built on C which can be difficult to learn for most beginners. Its syntax is complicated and difficult to read, even for experienced programmers. People new to programming will find ASP.NET hard to pick up. PHP, on the other hand, is very easy to pick up (so much so that most seasoned developers consider PHP coders as ‘newbies’). You can learn a few simple lines of code and start tinkering with WordPress themes almost right away. Winner: PHP Language Popularity - According to the TIOBE Language Index, PHP ranks as the 6th most popular language online. ASP.NET, on the other hand, doesn’t even show-up in the top 20. Winner: PHP Conclusion - Unless you are already familiar with the .NET framework or want to stick to Microsoft technologies, there is no discernible need to use ASP.NET over PHP. PHP can do everything that ASP.NET can, and it can do it for free. Other Tools; PHPRunner – code builder, HTML, EasyPDF (forms) and JavaScript

Project and Code Generator - PHPRunner PHPRunner is a rapid application development (RAD) software for creating database-driven web applications. It is a code generator and templating engine that separates the presentation layer from the coding layer, allowing web designers and developers to work on the same web application independently. PHPRunner was first released by Xlinesoft on December 5, 2004. PHPRunner utilizes wizards for creating edit and search forms, grids, reports and charts without the need for programming. The databases it supports include MySQL, MS SQL Server, MS Access, Firebird, SQLIte, PostgreSQL, and Oracle, as well as any other ODBC-compatible database. PHPRunner generates PHP code. PHPRunner features an interactive user interface (UI) designed for the creation of web applications. PHPRunner allows to change visual appearance of web application using Style and Visual Editors. PHPRunner keeps the application separate from the code it generates, so that database structure can be changed as project grows. Here are listed technologies which PHPRunner uses, when the application is ready and running. OOP - The generated application is Object Oriented. Every structural element, like database connection, grid, edit controls, search panel etc. are all objects. Objects can be manipulated via server-side PHP code or via Javascript API.


31

Templating - PHPRunner uses html template pages to generate visible internet sites. Templates of web pages may be previewed before making it "live." Each web application page consists of xxx.htm template file and xxx.php code file. There are also events and settings files ( xxx_events.php and xxx_settings.php respectively). Customization - PHPRunner provides an extensive events model to set up custom code for handling events not fully addressed by the built-in features.

DealerStar Demo and Test Drive Visit either www.DealerStar.com to take a tutorial and live Test Drive. Email me for a password.

References Please visit www.DealerStar.com to watch testimonial videos. Current Installations; Crossway Saab This is a smaller Vermont dealerships that had been on the R+R system for many years. The factory integration is the Saab Financial Statement (GM,) Parts Order upload, Warranty Claim upload, and Saab parts price list. They have been on the system since May 2012 and have changed ownership once which required a new company setup. "I know I speak for Ryan and Liza when I say how fortunate we feel to have had this opportunity working with you and Keith in providing input developing your DMS system. I believe this system when compared to R+R and others will attract new clients based on its content, versatility and value." "DealerStar got me off my R+R System in 3 Days" Brad Rouleau, Dealer Crossway Saab [email protected] Phone:(802) 223-9580 Telin Transportation This is a Chrysler school bus/ hotel shuttle van El Dorado dealership with a huge parts and service business because their client's vehicles are on the road all day long. We installed them over a year ago and they came from a Microsoft Dynamics system. The advantage of having this type of dealership on DealerStar is to test how we could handle a large multi-location location operation with a huge parts and accounts receivable that wasn't used to a standard DMS. It required extensive training of how a DMS operates. Their volume was a great test of our servers - they do 5,000 parts tickets in a few months compared to our Saab dealership that does 50. The employees use the time clock system - and service dispatching more than the Saab dealership. We have developed for them special features that no other DMS has - for example they sell many busses on the same PO to a school district - so we had to develop in F&I the ability to create 1 sales invoice for 20 vehicles. This feature will be great for fleet departments that sell to police departments, etc. Since they have so many AR statements and parts and service invoices, we developed the ability to email those to clients instead of having to mail a copy to the billing offices. We have developed our




32

mobile screens to enable tech to clock on and off repair orders, lookup parts available, etc from iPhones and iPads. "Thanks for all your hard work!" Linda Telin

"I am watching this from a far. From what I have seen and heard from Lori and Linda - you and your team are doing a great job. All good as far as I'm concerned." Todd Telin Telin Transportation Group, LLC 952.435.9060 Office [email protected] www.telingroup.com "You are doing a fine job!" LORI S. KOHORST Secretary/Treasurer Telin Transportation Group, LLC 763.262.3312 Office [email protected] www.telingroup.com

DealerStar appeared to be very user friendly. Plus, with your background and knowledge of the industry, I’m sure it will be a huge success. The one thing that I think was especially favorable to the group was the cost.

Greta-Ann Jars - Automobile Dealers Association of Greater Philadelphia

Questions? Email [email protected] or [email protected] or call 360-406-5062 x 706.




33

STOCK SUBSCRIPTION AGREEMENT

The undersigned hereby offers to subscribe for the number of shares of Common Stock (the “Shares”) of DealerStar, Inc. (the “Company”) set forth on the signature page of this Subscription Agreement at a price of $200 per Share;

By execution of this Subscription Agreement, the undersigned hereby acknowledges that the undersigned understands that the Company is relying upon the accuracy and completeness hereof in complying with its obligations under applicable federal and state securities laws. The undersigned further acknowledges and certifies that the undersigned received and read the Prospectus of the Company and the undersigned is familiar with the terms and provisions thereof.

The undersigned agrees and represents as follows:

1. Representations, Warranties and Agreements.

The undersigned hereby represents and warrants to, and agrees with, the Company, as follows:

(a) That the undersigned is aware of the following:

(1) The Shares are speculative investments which involve a substantial degree of risk of loss by the undersigned of the undersigned's entire investment in the Company and that the undersigned understands and takes full cognizance of the risk factors related to the purchase of the Shares, including, but not limited to those set forth in the Prospectus;

(2) The Company may operate at a loss and may do so for the foreseeable future.

(3) There are significant restrictions on the transferability of the Shares; the Shares will not be, and the investors will have no rights to require that the Shares be registered under the Securities Act of 1933 (the “Act”) or any state securities laws; there is no public market for the Shares and none is expected to develop; and, accordingly, it may not be possible for the undersigned to liquidate the undersigned's investment in the Company;

(4) No federal or state agency has made any findings as to the fairness of the terms of the offering; and

(5) Any projections or predictions that may have been made available to investors are based on estimates, assumptions and forecasts which may prove to be incorrect; and no assurance is given that actual results will correspond with the results contemplated by the various projections;

(b) That at no time has it been explicitly or implicitly represented, guaranteed or warranted to the undersigned by the Company, the agents and employees of the


34

Company, or any other person: (1) That the undersigned will or will not have to remain as owner of the Shares an exact or approximate length of time; (2) That a percentage of profit and/or amount or type of consideration will be realized as a result of this investment; (3) That any cash dividends from Company operations or otherwise will be made to shareholders by any specific date or will be made at all; or (4) That any specific tax benefits will accrue as a result of an investment in the Company;

(c) That the undersigned is financially responsible, able to meet all obligations hereunder, and acknowledges that this investment will be long-term and is by nature speculative;

(d) That the undersigned has received and carefully read and is familiar with the Prospectus and this Subscription Agreement made them available to the undersigned's personal investment, tax and legal advisers, if such advisers were utilized by the undersigned;

(e) That the undersigned has relied only on the information contained in the Prospectus and that no written or oral representation or information that is in any way inconsistent with the Prospectus and has been made or furnished to the undersigned or to the undersigned's purchaser representative in connection with the offering of the Shares, and if so made, has not been relied upon;

(f) That the undersigned is capable of bearing the high degree of economic risks and burdens of this venture including, but not limited to, the possibility of complete loss of investment and the lack of a public market which may make it impossible to readily liquidate the investment whenever desired;

(g) That the undersigned is an “accredited investor” as that term is defined in Regulation D under the Act or is otherwise a sophisticated, knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this investment;

(h) That the undersigned has knowledge and experience in financial and business matters (either alone or with the aid of a purchaser representative), is capable of evaluating the merits and risks of an investment in the Company and its proposed activities and has carefully considered the suitability of an investment in the Company for the undersigned's particular financial situation, and has determined that the Shares are a suitable investment;

(i) That the offer to sell Shares was communicated to the undersigned by the Company in such a manner that the undersigned was able to ask questions of and receive answers from the Company concerning the terms and conditions of this transaction and that at no time was the undersigned presented with or solicited by any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of advertising or general solicitation;

(j) That the Shares for which the undersigned hereby subscribes are being acquired solely for the undersigned's own account, for investment, and are not


35

being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the undersigned agrees that such Shares will not be sold without registration under the Act or an exemption therefrom. In furtherance thereof, the undersigned will not sell, hypothecate or otherwise transfer the undersigned's Shares unless the Shares are registered under the Act and qualified under applicable state securities laws or unless, in the opinion of the Company, an exemption from the registration requirements of the Act and such laws is available;

(k) That the undersigned has had prior personal or business relationships with the Company or its affiliates, or by reason of the undersigned's business or financial experience (either alone or with the aid of a purchaser representative), the undersigned has the capacity to protect the undersigned's own interest in connection with this transaction;

(l) That the undersigned has been advised to consult with the undersigned's own attorney regarding legal matters concerning an investment in the Company and has done so to the extent the undersigned considers necessary;

(m) That the undersigned certifies, under penalty of perjury, (i) that the social security or Tax Identification Number set forth herein is correct and complete, and (ii) that the undersigned is not subject to backup withholding either because the undersigned has not been notified that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified the undersigned that the undersigned is no longer subject to backup withholding; and

(n) That the undersigned acknowledges that the Prospectus reflects the Company's current intentions and estimates at the current time, and as with any developing company, the precise elements of the Company's plans can be expected to change from time to time.

2. Indemnification. The undersigned shall indemnify, defend and hold harmless the Company, and any officers, employees, shareholders, partners, agents, directors or controlling persons of the Company (collectively the “Indemnified Parties” and individually an “Indemnified Party”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and expenses of each Indemnified Party (including attorneys' fees, judgments, fines and amounts paid in settlement, payable as incurred) incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned, including, without limitation, the information in this Subscription Agreement, or (ii) litigation or other proceeding brought by the undersigned against one or more Indemnified Party wherein the Indemnified Party is the prevailing party.

3. Revocation. The undersigned agrees that the undersigned may not cancel, terminate or revoke the offer to subscribe for shares at any time and that this Agreement shall survive the death or disability of the undersigned and shall be binding upon the undersigned's heirs, executors, administrators, beneficiaries, successors and assigns.


36

4. Certain Securities Law Matters.

The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5.

THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. ORIGINAL STOCK CERTIFICATES WILL BE ISSUED ON JANUARY 01, 2016 AND WILL CONTAIN THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER.

The Company shall have first right to purchase any Shares for an amount equal to the proposed sale price. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be affected without registration under the Act or applicable state securities law.

Investor Information - The Company may only accept subscriptions from persons or corporations who meet certain suitability standards. Therefore, I warrant that I am knowledgeable of the product offered by the Company (DMS – Dealership Management Systems,) the client base of the Company (automotive, truck, RV, motorsport, boat, bus, and motorcycle dealerships) and the major competitors (ADP, R+R, DealerTrack/Arkona) of the Company.

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without reference to conflict of law principles.This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, representations, warranties or agreements (whether oral or written) and may be amended only by a writing executed by all parties. The undersigned acknowledges that the Company may, in its sole and absolute discretion, accept or reject this subscription offer in whole or in part. The undersigned represents to you that the information contained herein is complete and accurate on the date hereof and may be relied upon by you and the undersigned will notify you immediately of any change in any of such information occurring prior to the acceptance of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he has read and understands the Prospectus and this Subscription Agreement. IN WITNESS WHEREOF, the


37

undersigned has executed this Subscription Agreement for the amount of (check one) of the choices below;

$100,000 for 500 Shares

$200,000 for 1,000 Shares

NAME OF PURCHASER ____________________________________

Address:

City: State: Zip:

Email:__________________________

$

Total Purchase Price Signature

_____________________________

Taxpayer ID#

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE.

Accepted by Company,

DealerStar, Inc.

___________________________ Date:

By: Sandra Jerome, President Sign, and Mail with your check made out to DealerStar, Inc to: Sandi Jerome- DealerStar

4327 S Hwy 27 Suite 601 Clermont, FL 34711

prospectus - dealerstar · pdf fileprospectus 2016 offering contact information sandi jerome ...

Documents