(Red Herring Example)

EXECUTIVE SUMMARY

(THESE ARE EXAMPLES ON HOW TO START YOUR EXECUTIVE SUMMARY, MAKE ADJUSTMENTS AS NECESSARY)

Due to current political, economic, and environmental conditions, the Trucking and Automotive Industries will have to go through changes over the coming years. According to American Trucking Trends, the trucking industry alone uses 44 billion gallons of fuel a year. Due to such circumstances, a unique market has developed for environmentally safe and conservation oriented products.

XYZ Company, Inc., the “Corporation”, “Company”, “XYZ”, or “Firm”. The Principals of the Company have built a management team around key people who have in depth experience in new business development, financial management, fuel conservation technology and trucking operations.

The initial phase of the company is to orient marketing, advertising, production, and sales to the U.S. Trucking Industry aftermarket. Referring specifically to diesel engines in order to improve fuel efficiency, exhaust emissions and power. Once established in the aftermarket, the Company will turn its focus to diesel engine OEM’s who currently have a total rate of new engine production of 7.2 million engines a year.

The Company has developed the XXYYZZ, a revolutionary piece of technology that improves the dynamics of the diesel engine. The XXYYZZ improves fuel economy. The XXYYZZ is able to adjust fuel flow.

In addition, the Company is developing a portable AABBCC, as a second product line, that will measure and record the actual motion of the fuel. The AABBCC substantially saves the mechanic and therefore the end user time and money.

Summary of the Proposed Offering.

The securities offered, are herby made available to the prospective investor(s) who are named on the cover page of this Private Placement Memorandum.

The $5,000,000 in this round of financing of Participating Preferred Stock, “Stock”, “Shares”, sought through this securities offering, is to be used as general working capital to provide capital to execute the business plans contained herein. (See “Sources and Uses Statement” included in the “Pro forma Financial Projections” in Exhibit A).

Fifty Thousand (50,000) Participating Preferred Stock shares are hereby made available to the prospective investor(s) who are named on the cover page of this private placement memorandum. The securities are offered at a per share price of $100.00. The minimum purchase amount is 100 shares for an aggregate dollar amount of $10,000.

Pro Forma Financial Projections in Exhibit A illustrate selling 50,000 shares of Participating Preferred Stock at a per share price of $100.00. The shares offered herein are offered on a first come first served basis.

Exit Strategy.

The exit strategy for the Preferred Shareholders in the Company is planned to be in the form of annual cash distributions to be issued in the form of Stated “Dividends” starting at the end of year 1, 200x and Participating Cash Distributions by the end of year 2, 200x. (DELETE THIS STATEMENT IF IT IS UNTRUE).

Estimated Internal Rate of Return (IRR) per Preferred Share.

(TAKEN FROM THE IRR TAB ON THE PRO FORMAS. COPY THEM THERE AND PASTE SPECIAL AS A PICTURE (ENHANCED METAFILE).

(TAKEN FROM THE NOTES TO PRO FORMA. COPY FROM THERE AND PASTE HERE).

The Estimated Internal Rate of Return for the Participating Preferred Shares was calculated by comparing the Participating Preferred Share original Par value per Share against the accumulated stated dividends per share, plus the participating cash distributions per Share, plus the Par value of the stock, in anticipation of a call or retirement at the end of a 5-year period. The Standard Internal Rate of Return formula was used to calculate the percentage of XY.YX%. (IRR SHOULD BE IN BOLD).

(THE ABOVE INFORMATION WAS TAKEN FROM THE MASTER NOTES TO PRO FORMAS IN THE RESPECTIVE SECTIONS. ALL MONETARY AMOUNTS WILL NEED TO BE ADJUSTED ACCORDINGLY TO FIT YOUR SPECIFIC COMPANY’S FINANCIAL STRUCTURE).

This correspondence does not constitute a solicitation of securities or an offer of a solicitation of securities. Securities are sold pursuant to private placement memorandum or registration statement only.

Indications of interest are being sought only. Do not send any form of payment or investment the proposed securities offering.