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American Solar Network:
Finance, etc.


FINANCIAL HIGHLIGHTS AND CAPITALIZATION

ORGANIZATIONAL OVERVIEW: ASN is a corporation whose original stock issuance was 2,700,000 shares. Class "A" stock is restricted and has full voting rights with 200,000 shares. Class "B" stock is linked in value to Class "A" stock and is nonvoting with 2,500,000 shares. ASN has posted significantly increased sales every year over the past six years despite the recession in the U.S. which led to the failure of many similar types of business. Management desires investment to be made on the basis of expectation of stock appreciation and not on the expectation of immediate cash dividends.

THE OFFER

FUNDING REQUIREMENT:

ASN is seeking a first round investment of $400,000 followed by a second round of 1,600,000 and a third round of $1,000,000. Total projections call for a total of $3,000,000 in venture capital or debt financing over a three year period. A $400,000 investment would acquire 656,667 "B" shares and 10,000 "A" shares at 60 cents per share (54/O). Terms of the deal will be negotiated by the ASN board of directors and advisors with the funding agency or individuals according to established principles acceptable to the best interests of both parties. OWNERSHIP AND PROFIT MAKING POTENTIAL OF ASN: Al Rich has profound personal and financial motivation to make ASN highly successful. As its founder, A1 is uniquely qualified to lead ASN into its full potential. With new investment, a program could be structured whereby the great majority of profits would go to the new investors. A1 Rich would retain as his prime financial incentive the Royalty earnings on his Patents and designs. Royalty payments cannot exceed 20% of net profits after year three nor will it be allowed to cause negative net profit. It is projected that a major investor, with 40% ownership, could have pretax earnings in excess of $ 11 Million by year five. Measuring a companies value at 5 times projected earnings, in year five of $28.4 Million in sales (5 x $28,400,000 = $142,000,000), a $3 Million dollar total investment could pay out at over $56 Million if the company were to go public. This allows for a potential 18 to I or greater pay out after five years. Al Rich proposes retaining the current $ .60 per share price and increasing the shares available if needed for the initial or subsequent public offering rounds. Shares should be made available for "Golden Handcuff" incentives. New Investors are expected to want some "A" shares for him / herself (s), or their agent(s), and to have seat(s) on the Board of Directors of ASN. Members of the Board of Directors of ASN can expect to have significant input as to the running of ASN and their advice will be sought diligently by Al Rich. GOLDEN HANDCUFFS: It is suggested that shares be reserved by ASN for eventual ownership by upper management. Options on shares will be earned by upper management and will be executable only after an individual has been in the satisfactory employ of ASN for a minimum of three years. Professional counsel will be sought to develop this plan. SOURCES AND USES OF FUNDS: The Source of funds are assumed to be equity investment, although actual sources may be any mixture of equity investment or debt financing. A full Sources and Uses spreadsheet as well as other Business Plan refinements are neededand are considered to be part of the mission of the initial $400,000 investment. w