submitted To:

Copy No.:

Date:

CONFIDENTIAL
PRE-OFFERING SUMMARY
OF
[CORPORATION NAME]

THIS PRE-OFFERING SUMMARY DOES NOT CONSTITUTE AN OFFER TO SELL OR A

SOLICITATION OF OFFERS TO BUY, SECURITIES, SUCH AN OFFER CAN BE MADE ONLY BY A
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM TO BE SUBSEQUENTLY PREPARED, AND
DELIVERED TO QUALIFIED OFFEREES. THIS DOCUMENT IS ONLY INTENDED TO PROVIDE AN
INITIAL SUMMARY OF THE PROPOSED TRANSACTION, WHICH MAY BE SUBJECT TO CHANGE,
AND WHICH WILL BE SUPERSEDED BY THE PRIVATE PLACEMENT MEMORANDUM. THIS
PRELIMINARY INFORMATION STATEMENT MAY NOT BE REPORDUCED OR DISTRIBUTED BY
THE RECIPIENT.

AN INVESTMENT IN THE COMPANY WILL BE SPECULATIVE AND WILL INVOLVE A HIGH DEGREE
OF RISK. SUCH RISKS INCLUDE, BUT ARE NOT LIMITED TO, INVESTMENT IN A NEW START-UP
VENTURE WITH SIGNIFICANT CAPITAL NEEDS AND EXPENSES, THE ILLIQUIDITY OF THE
INVESTMENT, RESPRICTIONS ON TRANSFERABILITY, THE NEED FOR ADDITIONAL CAPITAL,
AND OTHER POTENTIAL RISKS WHICH CANNOT BE DETERMINED IN ADVANCE.
1. THE COMPANY

[COMPANY NAME] (the “Company”) is a newly formed company whose goal will be to develop and
market:

[DESCRIBE]

To date, the Company has accomplished the following:

[DESCRIBE]

The Company was incorporated in [STATE/PROVINCE], on [DATE]. The Company’s office is located at
[ADDRESS], its telephone number is [PHONE NUMBER] and its fax number is [FAX NUMBER].

2. THE COMPANY’S OPPORTUNITY

The Company believes it has the unique opportunity to [DESCRIBE].

3. THE OFFERING

The Company will be offering [NUMBER] share of its Common Stock (the “Shares”) to qualified investors
at a purchase price of [AMOUNT] per share for an aggregate offering price of [AMOUNT]. This document
does not solicit any investment, but is used only to determine if there is an interest in a possible
investment.

4. OUTSTANDING SHARES

As of [DATE], after giving affect to the sale of [NUMBER] Shares, the Company’s outstanding Common
Stock on a fully diluted basis would be as follows:

Percent
Number of Common of Total
Shares Outstanding Shares

Existing Shareholders %
Shares offered hereby %

Total 100% 

5. USE OF PROCEEDS

Of the net proceeds to be received from the sale of the Shares, approximately [AMOUNT] will be used to
[DESCRIBE], approximately [AMOUNT] will be used to [DESCRIBE], and [AMOUNT] will be used for
[DESCRIBE]. The balance, if any, will be added to working capital and used for general corporate
purposes. Pending such uses, the net proceeds will be invested in short-term, interest-bearing securities
or accounts.

Pre-Offering Summary Page 2 of 4

6. ELIGIBLE INVESTORS

This offering will be made in reliance on exemptions form the registration and qualification requirements
of the applicable securities laws. Subscriptions will be accepted only from “accredited investors,” as such
term is defined in [LAW OR CODE], or those otherwise who meet appropriate suitability standards.

7. MANAGEMENT

The management team of the Company consists of the following:

 [NAME]: [AGE] [TITLE] [DESCRIPTION OF EXPERIENCE]

 [NAME]: [AGE] [TITLE] [DESCRIPTION OF EXPERIENCE]
 [NAME]: [AGE] [TITLE] [DESCRIPTION OF EXPERIENCE]

8. RISK FACTORS

Purchase of shares by an investor will be speculative and will involve a high degree of risk. Investors
should not purchase the Shares unless they are prepared and can afford to lose their entire investment.
The risks associated with the Company include but are not limited to:

 The company is in its early stage of development, and its proposed operations are subject to all
risks inherent in the establishment of a new enterprise
 The Company has made no material sales to date and have encountered significant expenses in
commencing operations
 The key products upon which the Company’s plans depend are still in development
 The Company will need to attract and retain key personnel
 The Company expects to face significant competition for its products
 The Company will need to obtain additional capital to grow the business

9. RESTRICTIONS ON TRANSFER

Transfer of the Shares will be subject to restrictions on transfer to comply with applicable securities laws,
and an agreement by the transferee to be bound by the terms of the Subscription Agreement to be
executed by all purchasers. The stock certificates will bear appropriate legends with respect to these
restrictions. In addition, the Shares will be subject to a Right of First Refusal Agreement, granting the
Company the right of first refusal on any proposed transfer of shares.

10. PROJECTIONS

Attached hereto are certain projections concerning the Company. Projections are hypothetical and based
upon present factors influencing the business of the Company. Assumptions regarding future changes in
sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take
into account such factors as general economic conditions, unforeseen changes and developments in
available technologies and products, the entry into the Company’s market of significant additional
competitors, natural disasters, the terms and conditions of future financings of the Company, and other
risks inherent to the business of the Company. While management believes that the projections reflect the
possible future results of the company’s operations, such results cannot be guaranteed. Investors must
be prepared for the substantial economic risks involved in the purchase of the Shares, including the total
loss of their investment.
11. EXHIBITS

This document contains the following exhibits:

Pre-Offering Summary Page 3 of 4

  Projections
 Product brochures
 Newspaper articles
 [OTHER RELEVANT INFORMATION]

12. OTHER INFORMATION

The Company anticipates preparing a Confidential Private Placement Memorandum to qualified persons
which will contain additional information material to a prospective investor, and will constitute the offer of
the securities. Prospective investors will have the opportunity to review other relevant documents,
including, but not limited to the Business Plan, the Subscription Agreement, Articles of Incorporation,
Bylaws, and other information about the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.

COMPANY POTENTIAL INVESTOR

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Pre-Offering Summary Page 4 of 4