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INTENDED TO PROVIDE AN INITIAL SUMMARY OF THE PROPOSED TRANSACTION, WHICH MAY BE SUBJECT TO CHANGE, AND WHICH WILL BE SUPERSEDED BY THE PRIVATE PLACEMENT MEMORANDUM.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: _________________________________________________________
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To date, the Company has accomplished the following: __________________________
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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: ___________________________
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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.