Pre-Offering Summary

CONFIDENTIAL
PRE-OFFERING SUMMARY
OF
[ABC, Inc.]

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INTENDED TO PROVIDE AN INITIAL SUMMARY OF THE PROPOSED TRANSACTION, WHICH MAY BE SUBJECT TO CHANGE, AND WHICH WILL BE SUPERSEDED BY THE PRIVATE PLACEMENT MEMORANDUM.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 LIMITE 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.

[Date]

The Company

ABC Inc. (the "Company") is a newly formed company whose goal will be to develop and market: _________________________________________________________
_________________________________________________________

To date, the Company has accomplished the following: __________________________
_____________________________________________________________________
_____________________________________________________________________

The Company was incorporated in _____________ in 20__. The Company’s office is located at _______________, its telephone number is _____________ and its fax number is ____________.

The Company’s Opportunity

The Company believes it has the unique opportunity to: ___________________________
______________________________________________________________________
______________________________________________________________________

The Offering

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

Outstanding Shares

As of ______, 20__, after giving affect to the sale of _______ Shares, the Company’s outstanding Common Stock on a fully diluted basis would be as follows:

____________

1/ Excludes __________ shares of Common Stock that have been reserved for issuance pursuant to an employee equity incentive plan.

Use of Proceeds

Of the net proceeds to be received from the sale of the Shares, approximately $________ will be used to ________________, approximately $___________ will be used to _____________, and $__________ will be used for ______________. 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.

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 Regulation D under the Securities Act of 1933, or those otherwise who meet appropriate suitability standares.

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]

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....