TRILOGY CAPITAL GROUP, LLC

PRIVATE EQUITY FOR THE MODERN ERACREATIVELY DIFFERENT. INVESTMENT

SECURE.

WHO WE ARETRILOGY CAPITAL GROUP, LLC IS A PRIVATE EQUITY GROUP PRINCIPALLY ENGAGED IN THE DEVELOPMENT OF A SERIES OF PRIVATE-TO-PUBLIC COMPANIES. TRILOGY ACQUIRES OR DEVELOPS DOMESTIC AND INTERNATIONAL COMPANIES PURSUANT TO A BUY AND BUILD OR CONSOLIDATION BUSINESS MODEL.

TRILOGY CAPITAL GROUP AND ITS PREDECESSOR COMPANY, TRILOGY CAPITAL PARTNERS, HAVE BEEN ENGAGED IN PRIVATE EQUITY, MERCHANT BANKING AND STRATEGIC ADVISORY SERVICES SINCE 2002.

PRIVATE EQUITY

PRIVATE EQUITY CONSISTS OF INVESTORS AND FUNDS THAT MAKE INVESTMENTS DIRECTLY INTO PRIVATE COMPANIES OR CONDUCT BUYOUTS OF PUBLIC COMPANIES THAT RESULT IN A DELISTING OF PUBLIC EQUITY.

RAISING CAPITALCAPITAL FOR PRIVATE EQUITY IS RAISED FROM RETAIL AND INSTITUTIONAL INVESTORS, AND CAN BE USED TO FUND NEW TECHNOLOGIES, EXPAND WORKING CAPITAL WITHIN AN OWNED COMPANY, MAKE ACQUISITIONS, OR TO STRENGTHEN A BALANCE SHEET.

PRIVATE EQUITY INVESTORS

THE MAJORITY OF PRIVATE EQUITY CONSISTS OF INSTITUTIONAL INVESTORS AND ACCREDITED INVESTORS WHO CAN COMMIT LARGE SUMS OF MONEY FOR LONG PERIODS OF TIME. PRIVATE EQUITY INVESTMENTS OFTEN DEMAND LONG HOLDING PERIODS TO ALLOW FOR A TURNAROUND OF A DISTRESSED COMPANY OR A LIQUIDITY EVENT SUCH AS AN IPO OR SALE TO A PUBLIC COMPANY.

ACCREDITED AND NON-ACCREDITED INVESTORSA TERM USED BY THE SECURITIES AND EXCHANGE COMMISSION (SEC) UNDER REGULATION D TO REFER TO INVESTORS WHO ARE FINANCIALLY SOPHISTICATED AND HAVE A REDUCED NEED FOR THE PROTECTION PROVIDED BY CERTAIN GOVERNMENT FILINGS. ACCREDITED INVESTORS INCLUDE INDIVIDUALS, BANKS, INSURANCE COMPANIES, EMPLOYEE BENEFIT PLANS, AND TRUSTS.

AN INVESTOR WHO DOES NOT MEET THE NET WORTH REQUIREMENTS FOR AN ACCREDITED INVESTOR UNDER THE SECURITIES & EXCHANGE COMMISSION'S REGULATION D. A NON-ACCREDITED INDIVIDUAL INVESTOR IS ONE WHO HAS A NET WORTH OF LESS THAN $1 MILLION (INCLUDING SPOUSE) AND WHO EARNED LESS THAN $200,000 ANNUALLY ($300,000 WITH SPOUSE) IN THE LAST TWO YEARS.

HISTORY OF THE INDUSTRY• J.P. MORGAN WAS CONSIDERED TO HAVE MADE THE FIRST LEVERAGED BUYOUT IN HISTORY WITH HIS PURCHASE OF

CARNEGIE STEEL COMPANY IN 1901 FROM ANDREW CARNEGIE AND HENRY PHIPPS FOR $480 MILLION. MORGAN EMPLOYED A SUBSTANTIAL AMOUNT OF DEBT TO ASSIST WITH THIS PURCHASE. LATER, IN 1946, THE FIRST TWO ONGOING PRIVATE-EQUITY FIRMS WERE ESTABLISHED: THE AMERICAN RESEARCH AND DEVELOPMENT CORPORATION, AND J.H. WHITNEY & COMPANY.

• AFTER LAYING FAIRLY DORMANT ON WALL STREET FOR A WHILE, PRIVATE EQUITY BECAME EXPLOSIVELY POPULAR DURING THE 1980S, WITH FAMOUS LARGE BUYOUTS BEING ATTRIBUTED TO EQUALLY FAMOUS PE INVESTORS. TWO EXAMPLES ARE JEROME KOHLBERG, JR. AND HENRY KRAVIS, WHO FORMED KOHLBERG KRAVIS ROBERTS (KKR), AND FAMOUSLY PURCHASED RJR NABISCO IN A LEVERAGED BUYOUT BY BEATING THE CEO IN A BIDDING WAR OVER THE COMPANY. THIS TRANSACTION IS IMMORTALIZED IN THE BOOK (AND LATER MADE-FOR-TV MOVIE), BARBARIANS AT THE GATE, WHICH DETAILS THE FAMOUS TRANSACTION. THIS TRANSACTION IS BUT ONE OF THE MANY FAMOUS LBOS AND HOSTILE TAKEOVERS THAT WERE PART OF THE MERGER AND ACQUISITION MANIA OF THE LATE 1970S AND 1980S.

• BETWEEN 1979 AND 1989, IT IS ESTIMATED THAT MORE THAN 2,000 LEVERAGED BUYOUTS OCCURRED, WITH A TOTAL TRANSACTION VALUE OF OVER $250 BILLION. AS MENTIONED EARLIER, THE MOST NOTORIOUS OF THESE DEALS WAS KKR’S $31.1 BILLION RJR NABISCO BUYOUT. ALTHOUGH THIS WAS THE LARGEST LEVERAGED BUYOUT EVER AT THE TIME, MANY PEOPLE BELIEVED AT THE TIME THAT THE RJR NABISCO DEAL REPRESENTED THE END OF THE PRIVATE EQUITY BOOM OF THE 1980S, BECAUSE KKR’S INVESTMENT, HOWEVER FAMOUS, WAS ULTIMATELY A SUBSTANTIAL FAILURE FOR THE KKR INVESTORS WHO BOUGHT THE COMPANY. OTHER MAJOR FIRMS CREATED DURING THIS DECADE INCLUDE BAIN CAPITAL, HELLMAN & FRIEDMAN, THE BLACKSTONE GROUP AND THE CARLYLE GROUP.

• MORE RECENTLY, THE HISTORY OF PRIVATE EQUITY IS OFTEN REGARDED AS HAVING TWO ERAS: PRE-2008 AND POST-2008. IN THE EARLY 2000S AND ESPECIALLY 2005-2007, PRIVATE EQUITY FIRMS WERE ABLE TO COMPLETE BLOCKBUSTER BUYOUTS DUE TO LIBERAL US MONETARY POLICY AND STRONG CREDIT MARKETS, WHICH RESULTED IN HISTORICALLY LOW INTEREST RATES, LAX LENDING POLICIES, AND LARGE AMOUNTS OF DEBT FINANCING AVAILABLE. LARGE-SCALE BUYOUTS WERE BECOMING EVER MORE PREVALENT, AS SEEN BY LBOS OF TOYS “R” US ($7 BILLION), HERTZ CORPORATION ($15 BILLION), ENERGY FUTURE HOLDINGS ($44 BILLION), HARRAH’S ENTERTAINMENT ($27 BILLION), AND HILTON HOTELS ($26 BILLION). THESE DEALS WERE AMONG THE LARGEST EVER IN SIZE, BUT SIMILAR TO RJR NABISCO, THEY DID NOT PRODUCE STRONG RETURNS FOR THEIR INVESTORS.

• 2008, HOWEVER, MARKED AN ENTIRELY NEW INVESTING ENVIRONMENT FOR PE FIRMS DUE TO THE BEGINNING OF THE CREDIT CRUNCH AND GLOBAL ECONOMIC CRISIS. PE FIRMS HAD DIFFICULTY FINDING ATTRACTIVE INVESTMENTS AND AN EVEN HARDER TIME OBTAINING DEBT FINANCING, AS INVESTORS REMAINED ON THE SIDELINES AND INVESTMENT BANKS (FIRMS THAT TYPICALLY UNDERWRITE DEBT FINANCINGS) WERE STRUGGLING WITH THEIR OWN BALANCE SHEET PROBLEMS. THIS RESULTED IN FEWER BUYOUTS AND A RETURN TO THE NORM OF SMALLER DEALS. TO COMPARE: THE PE INDUSTRY IN THE U.S. ALONE MADE 7,590 DEALS IN THE PERIOD 2005-2007, ACCOUNTING FOR NEARLY $1.1 TRILLION IN VALUE, BUT DURING 2008-2010, THERE WERE 5,056 DEALS WORTH ONLY $408 BILLION, SHOWING A 62% DROP IN CAPITAL EMPLOYED.

• AS THE RECESSION LIFTED, HOWEVER, PRIVATE EQUITY BUYOUTS GRADUALLY BEGAN TO RETURN, AND IN 2012, THE DEALS WERE AGAIN IN THE BILLIONS (THOUGH STILL NOWHERE NEAR THE LEVELS OF THE 2005-2007 BOOM YEARS). FUNDRAISING FOR PE INVESTMENTS IN GENERAL HAS BEEN MUCH MORE DIFFICULT SINCE 2008, BECAUSE OF BOTH INVESTORS HAVING LESS CAPITAL TO INVEST IN PRIVATE EQUITY, AND PRIVATE EQUITY FUNDS HAVING DIFFICULTY GENERATING CONSISTENT RETURNS FOR ITS INVESTORS. IN ADDITION, A LOT OF THE MONEY THAT WAS RAISED IN THE BOOM YEARS (2005-2007) STILL HAS YET TO BE USED FOR BUYOUTS. THIS OVERHANG OF COMMITTED CAPITAL PREVENTS MANY INVESTORS FROM COMMITTING TO INVEST IN NEW PE FUNDS. OVERALL, IT IS ESTIMATED THAT PE FIRMS MANAGE OVER $2 TRILLION IN ASSETS WORLDWIDE TODAY, WITH CLOSE TO $1 TRILLION IN COMMITTED CAPITAL AVAILABLE TO MAKE NEW PE INVESTMENTS (THIS CAPITAL IS SOMETIMES CALLED “DRY POWDER” IN THE INDUSTRY).

• THE PE INDUSTRY HAS BECOME MUCH MORE SOCIALLY ACCEPTABLE OVER THE LAST DECADE. THE PUBLIC PERCEPTION OF PRIVATE EQUITY FIRMS HAS IMPROVED FOR THREE PRIMARY REASONS:

• PE FIRMS ARE MAKING A CONSCIOUS EFFORT TO INVEST IN MORE SOCIALLY RESPONSIBLE COMPANIES.

• MANY PROMINENT PE DEALS IN DECADES PAST, SUCH AS KKR’S ACQUISITION OF RJR NABISCO, ARE SEEN AS DISPLAYS OF GREED AND EXERCISES IN HUBRIS, WHILE TODAY, PRACTICALLY ALL PE DEALS ARE EXECUTED WITH THE SOLE INTENTION OF CREATING ECONOMIC VALUE FOR SHAREHOLDERS AND THE ECONOMY AT LARGE.

• THE GENERAL PUBLIC HAS BEGUN TO SEE HOW BUYOUTS CAN PLAY A BENEFICIAL ROLE IN IMPROVING COMPANIES AND SUSTAINING ECONOMIC GROWTH. INSTEAD OF BEING SEEN AS AN INDUSTRY THAT FOCUSES ON MAKING OPERATIONS LEANER THROUGH LAYOFFS AND RESTRUCTURING, PE FIRMS ARE STARTING TO BE SEEN AS BEING ABLE TO HELP SUSTAIN AND BUILD COMPANIES, AS WELL AS INCREASE EMPLOYMENT LEVELS.

OUR BUSINESS MODEL• TRILOGY IS COMMITTED TO EARLY AND SIGNIFICANT

LIQUIDITY FOR OUR INVESTORS. WHILE SENIOR MANAGEMENT OF TRILOGY HAS SUBSTANTIAL EXPERTISE IN APOS OR REVERSE MERGERS THAT COULD SUPPORT EARLY LIQUIDITY FOR OUR PORTFOLIO COMPANIES, RECENT SEC AND EXCHANGE RULES APPLIED TO REVERSE MERGERS HAVE MADE THE PROCESS LESS ATTRACTIVE. THE PLATFORM COMPANY IN EACH SECTOR, FOLLOWING ITS INITIAL ACQUISITION, WILL FILE A FORM 10 WITH THE SECURITIES AND EXCHANGE COMMISSION. THE FORM 10 PROCESS IS MORE EFFICIENT, LESS EXPENSIVE AND CAN BRIDGE THE ENTRY TO A MAJOR EXCHANGE. BY PUBLICLY FILING A FORM 10 FOR ITS PORTFOLIO COMPANY, FOLLOWING EFFECTIVENESS AS A FULLY REPORTING COMPANY WITH A SYMBOL, TRILOGY IS ABLE TO CREATE A LARGER AUDIENCE OF PROSPECTIVE INSTITUTIONAL AND RETAIL INVESTORS FOR THAT COMPANY. IN ADDITION, AS A FULLY REPORTING COMPANY, MAXIMUM TRANSPARENCY CAN SUPPORT CAPITAL FORMATION AND MARKET VISIBILITY.

OUR SUCCESS STORIES

STAFFING 360 SOLUTIONS, INC. (OTCQB: STAF) IS A PUBLIC COMPANY IN THE GLOBAL STAFFING SECTOR ENGAGED IN THE ACQUISITION OF INTERNATIONAL STAFFING ORGANIZATIONS WITH OPERATIONS IN THE US, EUROPE AND INDIA. AS PART OF ITS TARGETED CONSOLIDATION MODEL, STAFFING 360 SOLUTIONS IS PURSUING BROAD SPECTRUM STAFFING COMPANIES IN THE IT, FINANCIAL, ACCOUNTING, HEALTHCARE AND CYBERSECURITY INDUSTRIES. THE COMPANY BELIEVES THE STAFFING INDUSTRY OFFERS OPPORTUNITIES TO CREATE A SUCCESSFUL PUBLIC COMPANY WITH A LONGER TERM OBJECTIVE OF ACCRETIVE ACQUISITIONS THAT WILL DRIVE ANNUAL REVENUES TO $300 MILLION.

THE GRILLED CHEESE TRUCK, INC. (OTCQB: GRLD) IS A PUBLIC COMPANY CAPITALIZING ON THE BURGEONING GOURMET FOOD TRUCK INDUSTRY THROUGH ITS ESTABLISHED FOOD SERVICE OPERATIONS AND SOCIAL MEDIA STRATEGY. DRIVING ITS GROWTH, THE COMPANY HAS RECEIVED NATIONAL MEDIA VISIBILITY AND HAS ACCUMULATED OVER 150,000 TOTAL FOLLOWERS THROUGH A VARIETY OF SOCIAL MEDIA PLATFORMS, INCLUDING FACEBOOK, TWITTER AND INSTAGRAM. THE COMPANY BELIEVES THAT ITS USE OF SOCIAL MEDIA ALLOWS IT TO COMMUNICATE WITH A LARGE GROUP OF GRLD’S INTERESTED FAN BASE IN REAL TIME, LETTING THEM KNOW EXACTLY WHEN AND WHERE THE FOOD TRUCKS WILL BE LOCATED ON A GIVEN DATE. THE COMPANY HAS ESTABLISHED BRAND PRESENCE IN CERTAIN LOCATIONS THROUGHOUT SOUTHERN CALIFORNIA AND IN PHOENIX, ARIZONA. THE COMPANY’S BUSINESS MODEL CALLS FOR THE SALE OF FRANCHISES TO VETERANS.

CURRENT PROJECTS

SENIOR LIFESTYLE ASSOCIATES, INC. IS A RECENTLY FORMED DELAWARE CORPORATION ENGAGED IN THE ACQUISITION AND MANAGEMENT OF A BROAD SPECTRUM OF SENIOR LIVING FACILITIES ON A NATIONAL BASIS. SENIOR LIFESTYLE ASSOCIATES IS A CO-VENTURE WITH AEON PARTNERS, INC. A NEW JERSEY-BASED PRIVATE EQUITY GROUP. THE SENIOR LIVING INDUSTRY IS HIGHLY FRAGMENTED AND LENDS ITSELF TO A NATIONAL “BUY AND BUILD” OR CONSOLIDATION STRATEGY. MANAGEMENT BELIEVES THAT A LARGE POOL OF PROSPECTIVE ACQUISITIONS EXISTS OFFERING SUBSTANTIAL OPPORTUNITY FOR AN EMERGING GROWTH PUBLIC COMPANY. THIS CONSOLIDATION MODEL IS IDEALLY SUITED FOR THE SENIOR LIVING INDUSTRY DUE TO SIGNIFICANT FRAGMENTATION COUPLED TO THE INCREASING DEMAND OF A BROAD SPECTRUM OF SENIOR LIVING NEEDS.