PROSPECTUS FOR SHARES IN A LIMITED PARTNERSHIP
SUMMARY INVESTOR DEAL MEMO
From: James S. Mote Industries Inc.; on January 2, 2010, in New Haven, Michigan.
To: Would be Investor
1. REGARDING YOUR PARTICIPATION IN THE MICH GROUP. By my signature to this Deal Memo I hereby invite you to become an "Investor and Charter Partner" in the Mote Industries Inc. expansion to save jobs plan” (hereafter to be referred to as the MICH GROUP,) conceived of (01-01-07) as the Mich. Group, Mote Industries Inc. expansion to save jobs plan (described in fuller detail in Appendix A.) and by this instrument promising you certain benefits.
2. YOUR PURCHASING A SHARE IN THE MICH GROUP: We are offering 15,000,000 shares in the Mote Industries Inc. expansion to save jobs plan to be valued at $50.00 each. The money will be used for the funding of the expansion, and one acquisition. No portion of the money will go to us or the other partners of the company. It will be used only for the costs of these expansions. The current plans involve expanding our aerospace and motors division, and acquiring the automotive groups.
The motors division-would establish the Power train and Power Supply manufacturing facilities. “This would be along side the automotive groups”, if acquired.
That brings us to the automotive groups. This will allow us to turn an ailing automotive manufacture around; improve the product line and establish a hybrid line using the Emmy Power Supply. Bringing all manufacturing back to Michigan
3. YOUR RESPONSIBILITIES: There are none. You are not obliged to do any work, or to even invest. You still participate in first tier profits if invested.
4. PERKS: You can attend production staff meetings if you desire, visit any of the facilities when you wish and bring guests. You will be informed of and allowed to attend staff meetings, and attend Sales promotions and conventions and trade shows. Your travel accommodations will not be paid to out of town conventions or trade shows or a pass to attend that convention or trade show purchased for you. You will have to pay for that yourself, but you will be placed on our company's 'list' for attendance at such events at your request so that these passes can be yours.
5. SHARE THAT YOU WILL OWN – 15,000,000 share in the MICH GROUP will give YOU a 5% (five percent) ownership of the so-called "MICH GROUP STOCKHOLDERS' POOL". This funding will earn you several sums of cash:
A.) ANNUAL INTEREST EARNINGS ON PRINCIPLE BY SHARE: This sum is to be a straight 15% (fifteen percent) interest on your investment principle to be paid back to you by Mote Industries Inc. It is annual earnings on your investment, or share(s) purchased, assuming this investment to be a kind of 'principle,' with earnings due you for as long as the principle amount shall go unpaid.
B. THE PROFIT CLAUSE: This principle shall be repaid and this interest payment will accrue to you only in the event that Mote Industries Inc can show profit, such profit to be defined after the first two years of establishing our operational plan. If it is not established ever, you will receive principle and interest and MOTE GROUP will disband without being held responsible for further indemnification to you.
C.) PROFIT SHARING: In addition to your principle being returned to you and interest paid you, you will receive your share of all profits and royalties received by Mote Industries Inc. on the entire expansion, whether in the USA or abroad. Your share will be calculated thusly: There are 300,000,000 shares in the MICH INITIAL INVESTORS' AND STOCKHOLDERS' FUND. Your take will first be predicated on the amount of shares you have purchased, next, profits will be calculated by taking all profits from the MICH GROUP, and allocating l0% (ten percent) of the profits for the INVESTORS POOL, then, dividing these profits 35 ways, (if there are 35 investors) and taking the resulting sum to be the profit to which the single investor is entitled for each share he purchased.
7. ADDITIONAL STATUS AS A CHARTER MEMBER: In recognition for your funding participation in the expansion of Mote Industries Inc. you are also to be considered a "Investor and Charter Member" and, if you wish, will sit on the Board of MICH GROUP and in exchange for hours of brainpower and advice will receive a share in profits of all future production, and do so for as long as you so desire to participate. You will be compensated for such attendance by having a percentile point of Net Profits from all future expansions commensurate with these hours.
8. COMPENSATION FOR CHARTER MEMBERS' ONGOING PARTICIPATION:
In compensation for your ongoing participation with MICH and in compensation for your advice and aid during the pre-sale period, and in thanks for funding the MICH GROUP, you are to be given an additional % of all NET PROFITS accruing to the MICH GROUP Production entity for as long as your participation on the Board at shareholder meetings shall continue. If you are suddenly unable to attend board meetings, your percentage of net profits will be based only on the MICH, profits as per section 5-A, 5-B and 5-C of this memo.
Your percentage of Net Profits to "Investor and Charter Members" is to be calculated thusly:
A.) If there are 5 other "Investor and Charter Members" working equal hours on the Mote Industries Inc. staff, we shall not share the NET PROFITS 5 ways, i.e. 20 percent (20%) each but shall share it thusly: each "Investor and Charter Member" will draw from the Net Profit sum out of two different tiers of profit sharing. The first is strictly based on CASH participation, i.e. the ownership of a share. The second tier divvy of profits is according to the HOURS that person has put in working on any project. The calculation of second tier profits, i.e. YOUR hours, shall be based on actual time spent being an advisor on the Board of Governors at Board meetings, meeting with Corporative people in meetings, working with accountants, etc, dealing with stock market people when we go public, or all the usually daily business of a CEO, or in our offices.
B.) If you spend 1 hour at meetings, and another Investor and Charter Member works 50 hours in a year, your percentage would be a fiftieth of their share in profits. What must happen is that the hour becomes a kind of currency with a value to be assigned in Quarterly Earnings Reports or annual cash divvies.
9. FURTHER CALCULATION OF THE TERM 'FUTURE NET PROFITS':
A. NET PROFITS will be reckoned as being the sum left to MICH GROUP Production Entity after cash outlaid to R&D labs, facilities, salaries of workers, cost of advertising and attending trade shows.
B. This FUTURE NET PROFIT PERCENTILE SPLIT will be taken from and calculated upon sums left in the MICH GROUP treasury after such 'production costs'. It is the Investors/venture capital people who will make the production of PRODUCT, SALES ADVERTISING and TRAVEL possible. As other Investors, production entities and founder may be required, down the line, they will also draw from the profit pool.
10. TERMS OF YOUR EARNING AFORESAID PERCENTILE SHARE: Your share in the percentile split of these net profits is to continue as long as you are available to attend board meetings, and be an 'Investor and Charter Member' of this 'business family' with your percentage to be based on hours that you put in at staff meetings, giving valued input. If you are unable to participate, you will still get a 5% share of SECOND TIER profits. The SECOND TIER profits are those taken after the payment for hours of labor is made to ‘working partners’ in a FIRST TIER PROFIT DIVVY.
11.) Other production entities, releasing agents, venture capital figures. Other Investors may come into the project later and fund more projects, but your deal with the MICH Board, headed by me will not be displaced or superseded. The participation described herein has nothing to do with deals that they may put into play. The MICH GROUP will have profits, your share as a stockholder has been herein definitively defined.
12.) As an 'Investor and Charter Member,' you and your heirs and assignees shall have the right to have your accountants examine the MICH GROUP’S financial records at any time as you so wish, upon presentation of such examiners at our doors during normal business hours.
Signed ____________________________________________________
CEO/President of the MICH GROUP
Dated_________________________ in New Haven, Michigan
DEAR JAMES: I am in agreement, your terms are excellent.
Signed by INVESTOR_______________________ dated___________
In City of ___________________State _________
(My Cancelled check for the amount of $________ is proof of my share of ownership.)