“Own A Piece of the Global Warming Solution!”

150,000 To 4,800,000 Shares

Common Stock

No Par Value

SolarAttic, Inc. (the “Company” or “SolarAttic”) hereby offers up to 4,800,000 shares of the Company’s Common
Stock (the “Shares”) at an offering price of $1.00 per Share (the “Offering”). The minimum subscription is 500
shares and the maximum subscription is the shares remaining to be sold at any given time. Prior to this offering,
there has been no public market for the Company's Common Stock. The Offering will begin on the date of this
Prospectus (the “Prospectus”) and continue for up to twelve months or until the Company has sold all the Shares
offered hereby, whichever is less, or such earlier date as the Company may close or terminate the Offering. There is
a Minimum Offering of 150,000 Shares. All proceeds will be escrowed until the Minimum Offering is reached.

In connection with this Offering, no person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or made, such other information or
representations should not be relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, Shares in any state where the offer and sale of the
Shares is not lawful. The delivery of this Prospectus at any time does not imply that the information herein
contained is correct as of any time subsequent to the date hereof.

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION, AND SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS.”

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Price to Public
$1.00
$150,000
$4,800,000

Sales Commissions (1)
$.10
$11,000
$480,000

Proceeds to Company (2)
$.90
$123,000
$4,080,000

Per Share
Total Min
Total Max

(1) The Company plans to offer and sell the Shares directly to investors and has not retained any underwriters,
brokers or placement agents in connection with the Offering. The Company may pay up to a 10% commission to a
licensed broker. Management will not receive compensation for sales of securities offered hereby. (2) Proceeds after
deduction of offering expenses estimated at $16,000 for the minimum or $240,000 if the maximum offering is sold.

SolarAttic,Inc.
15548 95th Circle NE
Elk River MN 55330
(763) 441-3440

The date of this Prospectus is August 16, 1999

SolarAttic

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THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”). HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SECURITIES OFFERED HEREBY ARE EXEMPT FROM
REGISTRATION.

THIS OFFERING HAS BEEN REGISTERED UNDER THE SECURITIES LAWS OF
MINNESOTA AND NEW YORK ONLY. THE SHARES OFFERED HEREBY MAY BE SOLD
TO THE GENERAL PUBLIC ONLY IN THOSE TWO STATES (SEE “LIMITED STATE
REGISTRATIONS”). SUCH REGISTRATIONS, HOWEVER, DO NOT CONSTITUTE AN
ENDORSEMENT OR APPROVAL BY THESE TWO OR ANY OTHER STATE SECURITIES
COMMISSION OF ANY SECURITIES OFFERED OR THE TERMS OF THIS OFFERING.
NO STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR
COMPLETENESS OF THIS PROSPECTUS OR ANY OTHER SELLING LITERATURE.

CERTAIN OTHER STATES PROVIDE AN EXEMPTION FROM REGISTRATION FOR
ACCREDITED INVESTORS. IN THOSE STATES, ACCREDITED INVESTORS MAY ALSO
INVEST IN THIS OFFERING. IT SHOULD BE NOTED, HOWEVER, THAT NOT ALL
STATES PROVIDE AN EXEMPTION FOR ACCREDITED INVESTOR PURCHASES.

THIS OFFERING INVOLVES SUBSTANTIAL RISKS (SEE “RISK FACTORS”) AND
SHOULD BE CONSIDERED ONLY BY PERSONS ABLE TO BEAR THE ECONOMIC RISK
OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

AN ESCROW ACCOUNT HAS BEEN ESTABLISHED TO ESCROW THE PROCEEDS
FOR THE MINIMUM OFFERING AMOUNT. THEREFORE, ALL PROCEEDS FROM THE
FIRST 150,000 SHARES SOLD WILL BE PLACE INTO THIS ESCROW ACCOUNT. AT
THE TIME THE MINIMUM ESCROW IS REACHED, THE FUNDS WILL BE RELEASED
AND THE STOCK CERTIFICATES WILL BE ISSUED TO THE SUBSCRIBERS. AT THE
TIME OF SUBSCRIPTION, AN INVESTOR WILL NOT BE ABLE TO ASCERTAIN HOW
MANY SHARES WILL BE PURCHASED BY OTHER INVESTORS.

ANY PERSON WHO PURCHASES THE SECURITIES OFFERED HEREBY SHALL
HAVE THE UNQUALIFIED AND UNWAIVABLE RIGHT TO RESCIND SUCH PURCHASE
WITHIN 72 HOURS OF THE EXECUTION OF A WRITTEN AGREEMENT TO PURCHASE
ANY SECURITIES OFFERED HEREBY, THE DELIVERY OF A CONFIRMATION OF
SALE, OR THE PAYMENT FOR ANY SECURITIES OFFERED HEREBY, WHICHEVER
SHALL OCCUR FIRST. RESCISSION MAY BE ACCOMPLISHED BY COMPLETING AND
MAILING THE FORM PROVIDED ON PAGE X-3 OF THIS PROSPECTUS.

ADDITIONAL INFORMATION

The Company has filed with the above individual states an Offering Registration Statement
with respect to the securities offered hereby. This Prospectus omits certain information contained
in the Registration Statement and reference is hereby made to the Offering Registration Statement
and exhibits attached thereto for further information with respect to the Company and the Shares.
All exhibits filed in connection with the Registration Statement have been posted on the Company’s
Internet site for ease of inspection by investors. These exhibits include the Company’s Articles of
Incorporation, By-Laws and certain other documents. The Company’s Internet Web address is
http://www.solarattic.com. The Company’s Email address for electronic communications is
ceo@solarattic.com. The Company will, upon written or oral request, provide, at no cost to each
person, who has received a Prospectus, a copy of any information that is incorporated herein by
reference. To request such information, call or write Edward G. Palmer, CEO, SolarAttic, Inc at
15548 95th Circle NE, Elk River, Minnesota 55330-7228 (763) 441-3440 or simply fax your
request to (763) 441-7174.

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION, FINANCIAL STATEMENTS & NOTES THERETO APPEARING
ELSEWHERE IN THIS PROSPECTUS. SEE “RISK FACTORS” FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN
INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

The Company

SolarAttic, Inc. (the Company), a Minnesota corporation, was formed on August 11, 1986 and
was in the development stage through December 31, 1996. The year 1997 is the first year during
which it was considered an operating company. Sales are currently throughout the continental
United States. However, markets for the Company’s technology and products are international in
nature. SolarAttic manufactures solar-powered water heating, solar-powered space heating and
attic ventilation systems. The solar-powered heating systems use the heat that collects in the attic
space as a result of solar radiation on the roof. The attic ventilation systems use the Company’s
new duct technology that collects or distributes air evenly along its length, which is useful in
collecting attic air for heat transfer, attic ventilation or other purposes. The Company believes its
strengths are its technology patents and experience in developing systems that harness the heat
energy contained in hot attic air. The Company believes that its proprietary heating systems can
replace or augment heating systems that use fossil fuels or conventional solar panel technology.
The Company believes that its new duct technology can replace or augment devices that are used
for ventilation, air collection or air distribution in attics and other building structures.

SolarAttic currently markets a swimming pool heating system, a space heating system, a
combination space heating ventilation system and a ventilation system. All products use the solar
thermal energy contained in hot attic air. A domestic hot water heating system, based on the same
principle of transferring attic heat energy into water has been developed and patented but is not
currently being marketed. (See “RESEARCH AND DEVELOPMENT”).

All of the Company’s current systems contain the feature of capturing and using solar energy
without the use of roof-mounted or yard-mounted solar collection panels. SolarAttic’s hidden-
inside-the-attic heat exchange systems offer an alternative to traditional solar technology. Users do
not have to install on their property solar thermal heat collection panels for heating space or liquids,
which are considered by some to be visually objectionable. Based upon the Company’s
engineering studies and customer testimonials, the Company believes its technology reduces utility
costs in swimming pool heating, space heating and ventilation applications.

The Company’s objective is to continue to research, develop and manufacture equipment,
which captures and transfers the thermal energy contained in solar-generated, hot attic air. The
Company’s strategy is to continue to develop methods and products to enhance and control the heat
generating capacity of attic spaces while developing systems and equipment to transfer attic heat to
purposeful applications such as water heating and space heating. At the same time, SolarAttic
intends to develop distribution channels for the systems and equipment it designs and develops.
The Company’s current main goal is to expand marketing, sales and manufacturing operations.

The exact corporate name is “SolarAttic, Inc.” The Company was incorporated in the State of
Minnesota on August 11, 1986 as MN Corporate Charter Number 5H-1049. Its principal
executive offices are located at 16820 Highway 10, Suite 130, Elk River, Minnesota 55330. The
Company currently manufactures in Suite 140 at the same address. The Company’s mailing
address is 15548 95th Circle NE, Elk River, Minnesota 55330. Its telephone number is (763)
441-3440. Its fax number is (763) 441-7174 and Email address is ceo@solarattic.com. The
Company maintains a Web site at http://www.solarattic.com. The Company’s fiscal year is
January 1 through December 31. The person to contact with respect to this offering or to purchase
the securities described herein is Edward G. Palmer, the Company’s president & CEO.