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Form #1117

Unit offering summary of PPM

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Common Stock/Units Private Placement - Senior Promissory Notes and Common Stock - Free legal form.

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 COMMON STOCK/UNITS PRIVATE PLACEMENT

 

          SENIOR PROMISSORY NOTES AND COMMON STOCK

 

SUMMARY OF PPM

_________________

$”AMOUNT”

 “AMOUNT” Units at $”PRICE”/Unit

“COMPANY”., a Nevada corporation (““COMPANY””, or the “Company”), is offering to qualified investors up to “NUMBER” units ( “Units”) at a purchase price of “PRICE per Unit. Each Unit consists of (1) a $”AMOUNT” senior corporate promissory note (“Note”) with interest payable quarterly at XX% per annum, commencing “DATE”, with all principal and accrued interest due and payable on or before “DATE”, for a purchase price of $”PRICE”, and (2) “AMOUNT” unregistered shares of the Company’s common stock (the “Shares”) for a purchase price of $XXX.

                                                          

                                   SUMMARY OF THE MEMORANDUM

 

This Summary of the Memorandum (“Summary”) includes information contained in the “COMPANY’S”. Private Placement Memorandum, dated “DATE” (the Memorandum). This Summary is qualified in its entirety by the more detailed information that appears in the Memorandum and its Exhibits. This Summary is not a solicitation or an offer to sell any securities. The securities described herein may be offered and sold only by delivery to a qualified investor of a numbered copy of the Memorandum and mutual execution of Subscription Documents

The Company

“COMPANY”. (““COMPANY””) is a development stage Nevada corporation formed in “DATE”. “COMPANY” has created “PRODUCT or SERVICE NAME”, an ““COMPANY” PRODUCT DESCRIPTTION”.

Business

“YOUR BUSINESS DISCRIPTION HERE”

Strategy  

 

“YOUR COMPANY BUSINESS STRATGEY HERE’

 

Targeted  Markets

“COMPANY” has a significant opportunity to provide necessary services to currently fragmented and inefficient markets, including: (ADD TARGET MARKETS)

¨   .

¨   .

¨   .

Principal Future Revenue Sources 

The principal future source of “COMPANY” revenues is expected to be :

 

 “HOW YOU WILL MAKE MONEY”

“COMPANY” Financial Projections 

“COMPANY”. Its business and revenue models are principally based on “FEES” The summary projections below represent combined results for “COMPANY” operations for PROJECTION DATE(S). See Appendix A for additional detail.

 

                Four Year Summary Projections

Summary by Year

2007

2008

2009

2010

Gross Revenues ($M)

$

$

$

$

Basic Operating Costs ($M)

$

$

 

 

On-Going Development Expense ($M)

 

 

 

 

“OTHER”

 

 

 

 

Pre-Tax Profit / (Loss) ($M)

 

 

 

 

 

·      All dollar figures are in millions.

·      Costs and revenues do not include a contingency factor.

·     “ACCOUNTANT”, “COMPANY”’s outside auditor, has not examined, compiled, or performed any procedures on the projections.

 

Patent Filings /  Program Status

In “DATE, “COMPANY” filed a patent application ("Patent Application") U.S. Serial Number "NAME OF PATENT(S)

 

The Patent Application includes “DISCRIPTION”

“COMPANY” is planning for the initial launch of “COMPANY” commercial operations in “DATE”.

Joint Venture(s), partnerships or other significant relationships

 

“LIST ANY JV PARTNERS”

 

“COMPANY” has a joint venture agreement with “PARTNER” to provide stock on the NTS – and to facilitate secondary trading of its common stock on the “COMPANY”.

 

Marketing and Sales

 

(SAMPLE TEX) The marketing and sales campaign is expected to include direct sales,  advertising, targeted direct mail, telemarketing programs and formation of strategic

relationships with financial intermediaries. “COMPANY” will also be presented by targeted e-mail, on websites of leading search engines, and through other effective advertising channels. A toll-free telephone Member support service and online tutorial training is planned.

Competition

 

“LIST COMPETITORS WITH COMPARISION CHART, OR ;

 

            (SAMPLE TEXT)

 

TO THE “COMPANY”’S knowledge there are no other providers with the same business model as the COMPANY, providing (describe your key product and/or business model)

Key Management & Advisors

“COMPANY”’s directors and officers and members of the Advisory Committee to its Board of Directors are:

The Securities Offered 

 

“COMPANY”., a Nevada corporation (““COMPANY””, or the “Company”), is offering up to “NUMBER” units (“Units” or “Units”) at a purchase price of $”PRICE” per Unit. Each Unit consists of (1) a $XXX senior corporate promissory note (“the Note”), with interest payable quarterly at xx% per annum, commencing “DATE”, with all principal and accrued interest due and payable on or before “DATE”, for a purchase price of $XXX, and (2) xxx unregistered shares of the Company’s common stock (the “Shares”) for a purchase price of $YYY. See the Form of Promissory Note in Appendix B.

 

The 2002A Notes when issued will have equal rights of preference and payment and the Company agrees to provide seniority in right of preference and payment of all interest and principal, and any related fees and charges, to any unsecured obligations incurred for monies borrowed by the Company subsequent to the date of this Memorandum. The  Notes are unsecured. The Company has never issued secured debt and has $”NUMBER” of preexisting senior debt.

 

The Shares, when issued, will be fully paid and non-assessable. As of “DATE”, there are “NUMBER”  shares issued and outstanding. As of “DATE”, there are issued and outstanding incentive options to purchase a total of “NUMBER” shares – “NUMBER” shares exercisable at $xx.00 per share, and “NUMBER” shares issued in “DATE that are exercisable at $0.YY per share. As of “DATE”, there are issued and outstanding warrants to purchase XXX shares at $yy.00 per share. If all XXX Shares are sold pursuant to this Unit Offering, this will represent YYY% of the currently outstanding Shares (XXX% on a fully diluted basis if all outstanding options and warrants are exercised).

Terms of the Offering

The Units are offered pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (“Securities Act”) and applicable state securities laws. The minimum subscription is one Unit ($XXX), unless “COMPANY” elects, in its discretion, to accept a partial subscription. The Offering price per Share has been arbitrarily determined by “COMPANY” and bears no relationship to the assets, earnings, book value or any other objective measure of “COMPANY”’s value.

Use of Proceeds

If the Offering is fully subscribed, the minimum net proceeds to “COMPANY” from the sale of the Units, after deducting maximum potential Offering expenses, will be $5,542,000XXX. The net proceeds will be used to continue development of the “COMPANY”  (SAMPLE TEXT) Website, for business development and marketing, for commercial operations, strategic acquisitions, and for payment of company obligations.

The Private Placement Memorandum provides for payment of commissions to securities dealers and fees to bona fide finders. No minimum number of Units must be sold in order for the Company to accept any subscription. All accepted subscription funds will be immediately available for Company purposes without impound or escrow.

Risk Factors and Dilution

The Units offered by this private placement should be considered as a speculative investment, involving a high degree of risk, including loss of the entire investment. The Shares offered as a part of this Unit offering will involve immediate and substantial dilution to subscribers. 

Who May Subscribe To This Offering

The Units offered are available for purchase only by U.S. “Accredited Investors” as defined in Regulation D of the Securities Act and to all investors who are not U.S. citizens or permanent residents. Investors who wish to subscribe to the Units, after reviewing the information contained in the Memorandum, must complete and execute the Subscription Documents and post them with their checks or bank wire transfer to “COMPANY”.

Additional Information

Additional information about “COMPANY”, including a copy of the Company’s Private Placement Memorandum, dated as of “DATE” is available through “COMPANY” to prospective qualified investors.

 

Company Executive Offices

 

“COMPANY CONTACT INFORMATION HERE”

 

Statements in this Summary of the Memorandum that are not historical facts, including those statements that refer to “COMPANY”’s plans, prospects, expectations, financial projections, strategies, intentions, and beliefs, are forward-looking statements. These forward-looking statements are based on information available to “COMPANY” today, and “COMPANY” assumes no obligation to update these statements as circumstances change. There are risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Also, “COMPANY” is a development stage company and there is substantial doubt about its ability to continue as a going concern, as its continued operations are dependent upon raising significant additional working capital from private placements of equity or from other sources in order to continue its operations.

 

 

Appendix A

Financial Projections - 2002 through 2005

 

Figures are in US$ Millions

 

 

 

 

 

For the end of the Period

2002

2003

2004

2005

TOTAL

 

 

 

 

 

 

 

GROSS REVENUES

 

 

 

 

 

Transaction Revenues

 

 

 

 

 

Advertising and Linking Revenues

 

 

 

 

 

Total Revenues

 

 

 

 

 

 

 

 

 

 

 

MEMBER COSTS

 

 

 

 

 

Member Acquisition

 

 

 

 

 

Customer Support

 

 

 

 

 

Hardware/Infrastructure

 

 

 

 

 

Software/Licensing

 

 

 

 

 

Total Member Costs

 

 

 

 

 

 

 

 

 

 

 

COST OF SERVICES

 

 

 

 

 

Technical Development

 

 

 

 

 

Member Retention

 

 

 

 

 

Customer Service

 

 

 

 

 

Bandwidth

 

 

 

 

 

Content

 

 

 

 

 

Refunds & Allowances

 

 

 

 

 

Bank/Credit Card Fees

 

 

 

 

 

Bad Debt

 

 

 

 

 

Total Cost of Services

 

 

 

 

 

 

 

 

 

 

 

PERSONNEL

 

 

 

 

 

Management

 

 

 

 

 

Technical

 

 

 

 

 

Sales & Marketing

 

 

 

 

 

Administration

 

 

 

 

 

Legal/Professional

 

 

 

 

 

Total Compensation

 

 

 

 

 

 

 

 

 

 

 

OVERHEAD COSTS

 

 

 

 

 

Facility 

 

 

 

 

 

Equipment

 

 

 

 

 

Administration

 

 

 

 

 

Total Overhead

 

 

 

 

 

 

 

 

 

 

 

TOTAL COSTS

 

 

 

 

 

OTHER FEES

 

 

 

 

 

PRETAX EARNINGS

 

 

 

 

 

 

 

 

 

 

 

(Totals may differ from sum of displayed numbers due to rounding)

                                                                           

ADD TERMS OF PROMISSARY NOTE HERE

Contributed by
FastDue.com
 
Name of Firm FastDue.com
Location Fairfield, Iowa, United States
Total Forms Contributed 74
Phone 641-209-1761
Website http://fastdue.com
Email
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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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