1-4 5-8 9-12 13-16 17-20 21-24 25-28 29-32 33-36 37-40 41-44 45-48 49-52 53-56 57-60 61-64 65-68 69-72 73-76 77-80 81-84 85-86 
1-4 5-8 9-12 13-16 17-20 21-24 25-28 29-32 33-36 37-40 41-44 45-48 49-52 53-56 57-60 61-64 65-68 69-72 73-76 77-80 81-84 85-86
The Company believes that the proceeds from its Minimum Offering are not
necessary for its short-term survival (over next 12-months). Because of limited
overhead, existing sales agreements and sales strategies, survival over this short-
term period is already provided for along with a slow level of expansion capacity.
This Offering is made to obtain additional expansion capital and the necessary
resources to accelerate the Company’s growth.
on its capital stock in the foreseeable future.
the Shares, after deduction of offering expenses (d)
estimated at 15%, will be:
$4,080,000 if 100% of the Shares are sold,
$2,040,000 if 50% of the Shares are sold,
$1,020,000 if 25% of the Shares are sold,
$123,000 if the Minimum Shares are sold.
Notwithstanding the exact amount of net proceeds
available, the Company expects to use substantially
all of such proceeds for marketing, sales, R&D,
inventory, and for other working capital purposes.
The minimum number of shares is 150,000. Proceeds
will be escrowed by the Company until this minimum
has been reached. All subscription funds will be paid
paid directly to the Company. (e)
Shares outstanding as of June 30, 1999.
(b)Assumes Minimum Shares are sold. Excludes shares of Common Stock subject to exercise
of options outstanding or the Company's incentive stock option plan for employees.
(c)Assumes Maximum Shares are sold. Excludes shares of Common Stock subject to exercise
of options outstanding or the Company's incentive stock option plan for employees.
(d)Offering expenses reflect the cost of printing, distribution, postage, advertising, employees,
professional fees, etc. (See "Use of Proceeds").
(e)All checks will be made payable directly to the Company for escrow or stock issuance.
Gross profit
Operating expenses
Operating (loss)
Net (loss)
Net (loss) per share
Common shares outstanding (a)
$53,491
23,946
105,217
(81,271)
(89,113)
(.01)
9,400,671
$107,450
59,742
118,332
(58,590)
(67,809)
(.01)
9,983,449
Working Capital
Total Assets
Long-Term debt, less current portion
Total Stockholder's Equity
15,360
254,344
105,775
38,469
3,989,585
4,334,344
0
4,118,469
Shares offered hereby and the payment of the offering expenses estimated at $720,000 and long
term debt at $105,775. There can be no assurance that all the shares offered hereby will be sold.
Only residents of those states in which the Shares have been qualified for sale under applicable
securities or Blue-Sky laws may purchase Shares in this Offering. Each potential investor will be
required to execute a subscription agreement, which among other things requires the potential
investor to certify his or her state of residence.
THE SHARES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. POTENTIAL INVESTORS SHOULD CAREFULLY CONSIDER THE
POSSIBILITY THAT THEIR ENTIRE INVESTMENT IN THESE SHARES MAY BE LOST
AND SHOULD CONSIDER, BEFORE PURCHASING SHARES OFFERED HEREBY AND IN
ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
RISK FACTORS.
The Company was incorporated on August 11, 1986 and the Company has incurred losses in
each of its historical years. As of June 30, 1999, the Company has accumulated net losses totaling
$809,808. There can be no assurance that the Company will operate profitably in the future.
There is a Minimum Offering of 150,000 Shares, which must be sold in this Offering. An
escrow account has been established and all proceeds from subscription funds will be escrowed
until the Minimum Offering has been sold. There can be no assurance that the minimum shares
offered would actually be sold. All Subscriptions are irrevocable after 72 hours. See "PLAN OF
DISTRIBUTION" & "SUBSCRIPTION AGREEMENT".
The offering price of the shares has been arbitrarily determined by the Company and does not
bear any relationship to book value, assets, earnings, or any other accepted criterion of value. The
offering price should not be regarded as an indication of any future market price of the securities
offered hereby. Each prospective investor should make an independent evaluation of the fairness
of such price. See "DILUTION" and "CERTAIN TRANSACTIONS."
This offering involves immediate substantial dilution of the net tangible book value of the
Common Stock offered hereby from the offering price of $1.00 per share. Such dilution in net
tangible book value will be $4.63 per share if all the Shares offered are sold. This is a dilution of
62.7 percent in net tangible book value. See "DILUTION."
The Company has completed its Y2K assessment and is unaware of any significant internal
issues that could cause operational problems. However, like all companies, any general downturn
in overall economic conditions could be expected to affect the Company and impact its operations.
The products and technology being developed by the Company and which the Company intends
to market are not established in the market place and may not be accepted by consumers.
SolarAttic has limited product exposure in the pool, space heating and ventilation markets; and, as
a result, the Company has only limited experience with its products. Some solar engineering and
ventilation professionals are unsure regarding the use and application of the Company’s new
technology. Some solar panel professionals disagree with the Company on the efficacy and
application of the Company’s technology. Some pool professionals are skeptical about the efficacy
and application of the Company’s technology in the area of heating swimming pools. Also, market
skepticism about new products in general can create significant obstacles for the Company. As a
result of these new technology and market factors, no assurance can be made about the efficacy of
the Company’s technology, marketplace acceptance and whether or not the Company’s technology
will be successful in making the Company profitable and viable.
Certain information and knowledge developed by SolarAttic and used in the design and
manufacture of its products are regarded as proprietary by the Company. SolarAttic relies on a
combination of trade secret and other intellectual property law including holding patents and
evaluating the benefits of obtaining patents. Such protection, however, may not preclude
competitors from developing products similar to the Company’s products. In addition, the laws of
certain foreign countries may not protect the Company’s intellectual property rights to the same
extent, as do the laws of the United States.
Existing Company patents are only U.S. Patents and the Company has only recently filed for
patent protection outside of the United States (for its new duct technology). Although the
Company continues to evaluate and implement protective measures, there can be no assurance that
these efforts will be successful or that third parties will not assert intellectual property infringement
claims against the Company. No such claims or litigation related to any such matter are currently
pending against SolarAttic. However, there can be no assurance that any such claim will not be
initiated, that the Company would prevail in any such litigation seeking damages or an injunction
against the sale of the Company’s products, or that SolarAttic would be able to obtain any
necessary licenses on reasonable terms or at all. See “BUSINESS—Proprietary Rights.”
The Company is selling its stock directly to the public. There are no underwriters or broker-
dealers involved. There can be no assurance that the Company will be successful in selling any or
all of its own stock to the public.
The Shares purchased in the Offering will be freely tradable under the Federal securities laws.
However, the Shares have been registered in only a limited number of states and may not be sold
or otherwise transferred to persons who are residents of any state in which the Shares have not
been registered unless they are subsequently registered or there exists an exemption from the
applicable state’s registration requirements with respect to such sale or transfer.
Prior to the Offering, although a substantial number of shares of the Company’s Common
Stock are freely tradable under federal securities laws, there has been no public trading market for
the Common Stock. Following the Offering, the Company plans to facilitate the trading of its
Common Stock through the use of some type of World Wide Web bulletin board based trading
mechanism. At a minimum, this would allow persons interested in purchasing or selling shares of
Common Stock to meet prospective trading partners. Trading in this type of informal market
should not be considered by investors as a reliable avenue for liquidity of their investment.