EOLM PPM-V1.09.3 - 02apr10

Recipient No.
___________
NOT TO BE REPRODUCED OR DISTRIBUTED

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
REVISED April 2, 2010
ELECTRICITY ON LOCATION MANHATTAN, LLC
This document serves as record of my receipt of the Private Placement Memorandum dated April 2, 2010 for
Electricity on Location Manhattan, LLC, a Florida Limited Liability Company (the “Company”). I received a
copy of the document dated April ____ 2010, containing an Investment Summary, Business Plan, Accredited
Investor Questionnaire and Subscription Agreement.
I understand that this offering has not been registered with the Securities and Exchange Commission nor any
State Division of Securities and is not required to be so registered.
I agree to maintain in confidence the information set forth in this document, together with any other non-
public information regarding the Company obtained from the Company or its agents, during the course of the
proposed offering, and to return this document to the Company in the event that I do not elect to participate in
the offering.
Electricity on Location Manhattan, LLC

700 South Federal Highway, Suite 200
Boca Raton, FL 33432
917-549-5388
Table of Contents Page 17

Page 1 of 56
This Offering Memorandum is Dated April 2, 2010

Private Placement Memorandum
$10,000,000.00
100,000,000 Units out of a total of 200,000,000 Units equaling a 50% ownership stake
1 Unit = $0.10
_________________
ELECTRICITY ON LOCATION MANHATTAN, LLC (“EOLM” or the “Company”) is hereby offering for sale up
to 100,000,000 Units. The offering is available to accredited investors only as that term is defined under the
Securities Act of 1933, as amended, (The “Securities Act”) Rule 501 and select amount of non-accredited
investors, with Subscription acceptance to be determined at the Manager’s sole discretion.
These securities are offered pursuant to an exemption from registration with the United States Securities and
Exchange Commission (the “Commission”) contained in sections 4(2) of the Securities Act of 1933 and Rule
506 of Regulation D promulgated there under. No registration statement or application to register these
securities has been or will be filed with the Commission or any state securities commission. These securities
are subject to restrictions of transferability and resale and may not be transferred or resold except as
permitted under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to
the registration or exemption there from. Investors should be aware that they may be required to bear the
financial risk of this investment.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY
SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE
ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE
SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE
EXEMPT FROM REGISTRATION.
The Offering, unless extended, will be terminated on June 1, 2010. The Company may extend the Offering
without notice to subscribers. The Company may accept or reject these subscriptions obtained in the Offering
in whole or in part for any reason. Except as required by certain state's securities laws, subscriptions which
are accepted by the Company may not be withdrawn by any subscriber. See “Terms Of The Offering.”
NOTES TO COVER PAGE
The Offering is not underwritten and is being offered on a “best efforts” basis by the Company through its
Manager and members. The Company has set a Maximum Subscription amount of $10,000,000. All
proceeds from the sale of Units will immediately be available for use by the Company at its discretion. This
Offering may also be sold by FINRA member brokers or dealers who enter into an agreement with the
Company, who will receive commissions of up to 10% of the price of Units sold. ELECTRICITY ON
LOCATION MANHATTAN, LLC reserves the right to pay expenses related to this Offering from the proceeds
of the Offering.
Page 2 of 56

MAXIMUM COMMISSIONS
PRICE TO THE INVESTORS PROCEEDS TO THE COMPANY
6%
Minimum Investment (1
$0.10 $0.006 $0.094
Unit)
$10,000,000 $600,000 $9,400,000
Maximum Offering
(i) The minimum Subscription requirement is $0.10 for a full Unit, unless waived by the Company.
(ii) The Company may pay commissions or fees to licensed broker-dealers and/or finders in an amount not to
exceed 6%. This amount does not represent approximately $400,000 in estimated legal, accounting,
consulting, printing and other expenses to be incurred in this Offering.
(iii) The Units are being offered for sale by the Company on a "best efforts" basis.
The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate,
or (b) the date upon which all Subscription funds for have been procured, or (c) June 1, 2010 or such date as
may be extended from time to time by the Company (the “Offering Period”).
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page 3 of 56

CONSIDERATIONS
THE UNITS ARE BEING OFFERED FOR SALE TO ACCREDITED INVESTORS ONLY, SUBJECT TO THE
COMPANY'S RIGHT TO REJECT SUBSCRIPTIONS IN WHOLE OR IN PART. THE MINIMUM
SUBSCRIPTION IS 1 (ONE) UNIT FOR $0.10, SEE "SUITABILITY STANDARDS". THE SECURITIES
OFFERED HEREBY WILL BE SOLD SUBJECT TO THE PROVISIONS OF A SUBSCRIPTION
AGREEMENT (“THE SUBSCRIPTION AGREEMENT") CONTAINING CERTAIN REPRESENTATIONS,
WARRANTIES, TERMS, AND CONDITIONS. ANY INVESTMENT IN THE SECURITIES OFFERED
HEREBY SHOULD BE MADE ONLY AFTER A COMPLETE AND THOROUGH REVIEW OF THE
PROVISIONS OF THE SUBSCRIPTION AGREEMENT.
ALL PURCHASERS MUST CONTINUE TO BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE
UNITS FOR AN INDEFINITE PERIOD OF TIME. THE UNITS HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION

IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. IN ADDITION, THIS
MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE PERSON WHOSE NAME APPEARS IN THE
SPACE MARKED "RECIPIENT" ON THE COVER PAGE. PROSPECTIVE INVESTORS SHOULD NOT
CONSTRUE THE CONTENTS OF THIS MEMORANDUM, OR ANY PRIOR OR SUBSEQUENT
COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS AGENTS, OFFICERS OR
REPRESENTATIVES, AS LEGAL OR TAX ADVICE; EACH OFFEREE SHOULD CONSULT HIS OWN
ADVISORS AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE
COMPANY.
THE COMPANY WILL MAKE AVAILABLE TO ANY PROSPECTIVE INVESTOR, PRIOR TO THE CLOSING,
THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY OR
PERSONS ACTING ON BEHALF OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF
THE OFFERING, THE BUSINESS AND OPERATIONS OF THE COMPANY, AND TO OBTAIN ANY
ADDITIONAL INFORMATION TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION.
THIS MEMORANDUM AND ATTACHMENTS CONTAIN SUMMARIES, BELIEVED BY THE COMPANY TO

BE ACCURATE, OF CERTAIN AGREEMENTS AND OTHER DOCUMENTS WHICH ARE IDENTIFIED
UNDER "ADDITIONAL INFORMATION”. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY
BY REFERENCE TO SUCH AGREEMENTS OR DOCUMENTS REFERRED TO HEREIN, WHICH
DOCUMENTS WILL BE AVAILABLE TO PROSPECTIVE INVESTORS. THIS MEMORANDUM DOES NOT
PURPORT TO BE ALL-INCLUSIVE OR CONTAIN ALL OF THE INFORMATION, WHICH A PROSPECTIVE
INVESTOR MAY DESIRE. THE DELIVERY OF THIS MEMORANDUM AT ANY TIME DOES NOT IMPLY
THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
EACH PERSON RECEIVING THIS MEMORANDUM ACKNOWLEDGES THAT (i) SUCH PERSON HAS
BEEN AFFORDED AN OPPORTUNITY TO REQUEST FROM THE COMPANY AND TO REVIEW, AND
HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO
VERIFY THE ACCURACY AND COMPLETENESS OF THE INFORMATION INCLUDED OR
INCORPORATED BY REFERENCE HEREIN, AND (ii) EXCEPT AS PROVIDED PURSUANT TO (i) ABOVE,
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION CONCERNING THE UNITS OFFERED HEREBY OTHER THAN THOSE CONTAINED
HEREIN AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION SHOULD
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THERE IS NO PUBLIC MARKET FOR THE SECURITIES OFFERED HEREBY, AND THERE IS NO
ASSURANCE THAT ONE WILL EVER DEVELOP. FURTHERMORE, THE TRANSFERABILITY OF THESE
SECURITIES IS SEVERELY RESTRICTED BY APPLICABLE SECURITIES LAWS. (SEE "RISK
FACTORS") THE OFFEREE, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO
RETURN IT AND ALL ENCLOSED DOCUMENTS TO THE COMPANY, IF THE OFFEREE DOES NOT
SUBSCRIBE FOR UNITS WITHIN THE TIME PERIOD STATED BELOW.
Page 4 of 56

CONSIDERATION CONCLUSION
THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND

PROPRIETARY TO THE COMPANY AND IS BEING SUBMITTED TO PROSPECTIVE INVESTORS IN THE
COMPANY SOLELY FOR SUCH INVESTORS' CONFIDENTIAL USE WITH THE EXPRESS
UNDERSTANDING THAT, WITHOUT THE PRIOR WRITTEN PERMISSION OF THE COMPANY, SUCH
PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED
HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS OFFERING MEMORANDUM FOR ANY
PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE UNITS.
A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM,

AGREES PROMPTLY TO RETURN TO THE COMPANY THIS OFFERING MEMORANDUM AND ANY
OTHER DOCUMENTS OR INFORMATION FURNISHED IF THE PROSPECTIVE INVESTOR ELECTS NOT
TO PURCHASE ANY OF THE UNITS OFFERED HEREBY.
THE INFORMATION PRESENTED HEREIN WAS PREPARED BY THE COMPANY AND IS BEING
FURNISHED BY THE COMPANY SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION
WITH THE OFFERING. NOTHING CONTAINED HEREIN IS, OR SHOULD BE RELIED ON AS, A
PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.
THIS OFFERING MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL

THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE
COMPANY. EACH INVESTOR MUST CONDUCT AND RELY ON ITS OWN EVALUATION OF THE
COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN
MAKING AN INVESTMENT DECISION WITH RESPECT TO THE UNITS. SEE "RISK FACTORS" FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE
PURCHASE OF UNITS.
THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION

OF AN OFFER TO BUY THE UNITS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. EXCEPT AS
OTHERWISE INDICATED, THIS OFFERING MEMORANDUM SPEAKS AS OF THE DATE HEREOF.
INQUIRIES REGARDING THIS MEMORANDUM SHOULD BE DIRECTED TO THE COMPANY:

917-549-5388
Page 5 of 56

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS DOCUMENT CONTAINS FORWARD LOOKING STATEMENTS RELATING TO SUCH MATTERS AS

ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, SERVICES, DEVELOPMENTAL
ACTIVITIES, AMOUNT OF FUNDS MADE AVAILABLE TO THE COMPANY FROM THIS OFFERING AND
OTHER SOURCES, AND SIMILAR MATTERS.
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A SAFE HARBOR FOR
FORWARD LOOKING STATEMENTS. IN ORDER TO CONFORM WITH THE TERMS OF THE SAFE
HARBOR THE COMPANY CAUTIONS THAT THE FOREGOING CONSIDERATIONS AS WELL AS A
VARIETY OF OTHER FACTORS NOT SET FORTH HEREIN COULD CAUSE THE COMPANY'S ACTUAL
RESULTS AND EXPERIENCE TO DIFFER WIDELY OR MATERIALLY FROM THE ANTICIPATED
RESULTS OR OTHER EXPECTATIONS IN THE COMPANY'S FORWARD LOOKING STATEMENTS.
-------------------------------------------
The Memorandum includes “forward-looking statements” within the meaning of Section 27A of the Act and
Section 21E of the Securities Exchange Act of 1934 which represent our expectations or beliefs concerning
future events that involve risks and uncertainties, including those associated with our ability to obtain
financing for our current and future operations. All statements other than statements of historical facts
included in the Memorandum including, without limitation, the statements under “Business” and elsewhere
herein, including the SEC Documents incorporated by reference, are forward-looking statements. Although
we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot
assure you that such expectations will prove to have been correct. Important factors that could cause actual
results to differ materially from our expectations (“Cautionary Statements”) are disclosed in the
Memorandum, including without limitation, in connection with the forward-looking statements included in the
Memorandum. All subsequent written and oral forward-looking statements attributable to us or persons acting
on its behalf are expressly qualified in their entirety by the Cautionary Statements.
Page 6 of 56

FOR ALL INVESTORS
THE UNITS ARE OFFERED AND SOLD PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER
VARIOUS STATE SECURITIES LAWS, AND UNDER THE FEDERAL SECURITIES LAWS. THE TERMS
OF THIS OFFERING HAVE NOT BEEN REVIEWED BY THE SECURITIES AUTHORITIES OF SUCH
STATES OR BY THE SECURITIES AND EXCHANGE COMMISSION.
THE UNITS MAY NOT BE RESOLD BY AN INVESTOR EXCEPT IN A TRANSACTION WHICH IS

REGISTERED UNDER SUCH SECURITIES LAWS OR IS EXEMPT FROM SUCH REGISTRATION. IN
ADDITION, THE PROGRAM AGREEMENT IMPOSES SUBSTANTIAL FURTHER RESTRICTIONS UPON
ANY PROPOSED TRANSFER.
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF

THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND

MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE MADE AWARE THAT THEY WILL BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
JURISDICTIONAL NOTES
The National Securities Markets Improvement Act (“NSMIA”) amended Section 18 of the Securities Act of
1933 to exempt from state regulation any offer or sale of covered securities exempt from registration
pursuant to Commission rules or Regulations issued under Section 4(2) and 4(6) of the Securities Act of
1933. The Company claims qualification pursuant to Section 18(b)(4)(d) and/or Section 18(b)(3) of the
Federal Securities Act of 1933, as amended (the "Act") and, as such, these securities are considered to be
"covered securities" pursuant to the Act.
Prospective investors are not to construe the contents of this document or any prior or subsequent
communications from the offerer as legal or tax advice.
Each investor must rely on his own representative as to legal, income tax and related matters concerning this
investment.
PROJECTIONS MAY BE CONTAINED IN THIS MEMORANDUM AND ANY OTHER PROJECTIONS

WHICH DO NOT CONFORM TO THOSE IN THIS OFFERING DOCUMENT SHOULD BE DISREGARDED.
EVERY INVESTOR SHOULD BE AWARE THAT THE COMPANY HAS NO OBLIGATION, NOR DOES IT
INTEND, TO REPURCHASE THE UNITS FROM INVESTORS IN THE EVENT THAT, FOR ANY REASON,
AN INVESTOR WISHES TO TERMINATE THE INVESTMENT.
This document is Confidential and contains proprietary information. It is intended for the exclusive use of the
party of receipt. This document may not be reproduced either in part or in whole.
Page 7 of 56

JURISDICTIONAL LEGEND
--Blue Sky Introduction --
THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNITS HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
1. NOTICE TO ALABAMA RESIDENTS ONLY:

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE
ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE
COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY
SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS
PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
2. NOTICE TO ALASKA RESIDENTS ONLY:

THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OF
SECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC
08.504. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A
CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS
DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE
ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE
ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR
APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION
OF 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF
THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT
DECISION ON THESE SECURITIES.
3. NOTICE TO ARIZONA RESIDENTS ONLY:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES
ACT IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S.
SECTION 44-1844 (1) AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO
REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
4. NOTICE TO ARKANSAS RESIDENTS ONLY:

THESE SECURITIES ARE OFFERED IN RELIANCE UPON CLAIMS OF EXEMPTION UNDER
THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED
WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND
EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS
PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS
Page 8 of 56

TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
5. FOR CALIFORNIA RESIDENTS ONLY:

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT
BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OF
ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY
SECTION 25100, 25102, OR 25104 OF THE CALIFORNIA CORPORATIONS CODE. THE
RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH
QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
6. FOR COLORADO RESIDENTS ONLY:

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC
EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.
THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991,
IF SUCH REGISTRATION IS REQUIRED.
7. NOTICE TO CONNECTICUT RESIDENTS ONLY:

UNITS ACQUIRED BYCONNECTICUT RESIDENTS ARE BEING SOLD AS A TRANSACTION
EXEMPTUNDER SECTION 36-409(b)(9)(A) OF THE CONNECTICUT, UNIFORM SECURITIES
ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
CONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN
RESTRICTIONS AS TO THE TRANSFERABILITY OF THE UNITS.
8. NOTICE TO DELAWARE RESIDENTS ONLY:

IF YOU ARE A DELAWARE RESIDENT, YOU ARE HEREBY ADVISED THAT THESE
SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE DELAWARE SECURITIES ACT. THE SECURITIES
CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION.
9. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
BUREAU OF THE DISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
10. NOTICE TO FLORIDA RESIDENTS ONLY:

THE UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN
A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT.
THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA.
IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT
SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS:
"WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN
[FLORIDA] MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN
SUCH SALE EITHER WITHIN 3DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
Page 9 of 56

MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW
AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE
AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS
HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED TO
EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5)
AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE
TENDEROF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY
(INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE
PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A
WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS
PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCH LETTER OR TELEGRAM
MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE
AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO
SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE
THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A
PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION
THAT HIS REQUEST HAS BEEN RECEIVED.
11. NOTICE TO GEORGIA RESIDENTS ONLY:

THESE SECURITIES ARE OFFERED IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE GEORGIA SECURITIES ACT PURSUANT TO
SECTION 9(m). THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS
OTHERWISE IN COMPLIANCE WITH THE ACT.
12. NOTICE TO HAWAII RESIDENTS ONLY:

NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN
APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE
OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.
13. NOTICE TO IDAHO RESIDENTS ONLY:

THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
IDAHO SECURITIES ACT IN RELIANCE UPON EXEMPTION FROM REGISTRATION
PURSUANT TO SECTION 30-1345(1) OR (8) THEREOF AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SAID
ACT.
14. NOTICE TO ILLINOIS RESIDENTS:

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY
OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOIS PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
15. NOTICE TO INDIANA RESIDENTS ONLY:

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER
SECTION 23-2-1-2 OF THE INDIANA SECURITIES LAW AND HAVE NOT BEEN REGISTERED
UNDER SECTION 23-2-1-3. THEY CANNOT THEREFORE BE RESOLD UNLESS THEY ARE
Page 10 of 56

REGISTERED UNDER SAID LAW OR UNLESS AN EXEMPTION FORM REGISTRATION IS
AVAILABLE. A CLAIM OF EXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH
EXEMPTION IS NOT DISALLOWED SALES OF THESE SECURITIES MAY BE MADE.
HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT
HERETO IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE.
16. NOTICE TO IOWA RESIDENTS ONLY:

IOWA RESIDENTS MUST MEET THE FOLLOWING STANDARDS: (1) YOU MUST HAVE A NET
WORTH OF $450,000 (EXCLUSIVE OF HOME, AUTOMOBILES, AND FURNISHINGS), IN
CONJUNCTION WITH A MINIMUM PURCHASE; OR (2) YOU MUST HAVE A NET WORTH OF
$1,000,000 (EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), OR $10,000
(EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), AND A 50% TAX BRACKET, IN
CONJUNCTION WITH A MINIMUM PURCHASE; OR (3) YOU MUST BE AN "ACCREDITED
INVESTOR" AS DEFINED IN SECTION 203.501(a)(4), (5), (6) OR (7) OF THE FEDERAL
REGULATION D. SEE SECTION BELOW ENTITLED “RESTRICTIONS ON TRANSFER &
REQUIREMENTS FOR INVESTOR”.
17. NOTICE TO KANSAS RESIDENTS ONLY:

IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE
INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY
IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 81-5-6 OF
THE KANSAS SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE,
TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE
RULES PROMULGATED THEREUNDER.
18. NOTICE TO KENTUCKY RESIDENTS ONLY:

IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 808 OF THE
KENTUCKY SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED,
OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES
PROMULGATED THEREUNDER.
19. NOTICE TO LOUISIANA RESIDENTS ONLY:

IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE
LOUISIANA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED,
OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES
PROMULGATED THEREUNDER.
20. NOTICE TO MAINE RESIDENTS ONLY:

IF YOU ARE A MAINE RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE
SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT
THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAIN UNDER
SECTION 874-A(3) OF TITLE 32 OF THE MAINE REVISED STATUTES OF 1964, AS
AMENDED, WHICH EXEMPTION RELATES TO TRANSACTIONS BY AN ISSUER NOT
INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
THEREUNDER, INCLUDING TRANSACTIONS EXEMPT FROM REGISTRATION UNDER RULE
Page 11 of 56

504 OF THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCCESSOR RULE
ADOPTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
TRANSACTIONS WHICH CONSTITUTE NON-PUBLIC OFFERINGS UNDER RULES AND
REGULATIONS ADOPTED BY THE BANK SUPERINTENDED PURSUANT TO SECTION 106,
807 OR 873, SUBSECTION 6 OF SAID TITLE 32. THESE SECURITIES MAY BE DEEMED
RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE
SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL
SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.
21. NOTICE TO MARYLAND RESIDENTS ONLY:

IF YOU ARE A MARYLAND RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE
SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT
THESE SECURITIES ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-
602(9) OF THE MARYLAND SECURITIES ACT. THE UNITS HAVE NOT BEEN REGISTERED
UNDER SAID ACT IN THE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE
THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE UNITS.
22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY:

DIVISION OF THE COMMONWEALTH OF MASSACHUSETTS NOR HAS THE SECRETARY OF
THE COMMONWEALTH PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
23. NOTICE TO MICHIGAN RESIDENTS ONLY:

TO RESIDENTS OF MICHIGAN: NO SALE OF THE SECURITIES WILL BE MADE TO
RESIDENTS OF THE STATE OF MICHIGAN WHO ARE UNACCREDITED INVESTORS IF THE
AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD EXCEED TEN PERCENT
(10%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING PRINCIPAL RESIDENCE,
FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES). THESE SECURITIES ARE BEING
OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE MICHIGAN SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH
IS OTHERWISE IN COMPLIANCE WITH THE ACT.
24. NOTICE TO MINNESOTA RESIDENTS ONLY:

THESE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION,
OR AN EXEMPTION THEREFROM.
25. NOTICE TO MISSISSIPPI RESIDENTS ONLY:

THE UNITS ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE
MISSISSIPPI SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE OR
WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE SECRETARY OF
STATE NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES,
OR APPROVED OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES
NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH
PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND
MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY
Page 12 of 56

NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN
COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.
26. FOR MISSOURI RESIDENTS ONLY:

THE SECURITIES OFFERED HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE
PURCHASER IN A TRANSACTION EXEMPT UNDER SECTION 4.G OF THE MISSOURI
SECURITIES LAW OF 1953, AS AMENDED. THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI. UNLESS THE SECURITIES
ARE SO REGISTERED, THEY MAY NOT BE OFFERED FOR SALE OR RESOLD IN THE STATE
OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID
ACT.
27. NOTICE TO MONTANA RESIDENTS ONLY:

IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE
APPLICABLE, ANY INVESTOR WHO IS A MONTANA RESIDENT MUST HAVE A NET WORTH
(EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES
THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE UNITS.
28. NOTICE TO NEBRASKA RESIDENTS ONLY:

IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF
THE NEBRASKA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE,
29. NOTICE TO NEVADA RESIDENTS ONLY:

THIS DOCUMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE
OF NEVADA PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE
OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR
IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE
NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY
GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS
OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU OF
SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY
THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF
THE STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE
STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., THERE
CAN BE NO GENERAL ADVERTISING OR SOLICITATION AND COMMISSIONS ARE LIMITED
TO LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE
PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP
WITH THE COMPANY. (SEE NRS 90.530.11.).
30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY:

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
Page 13 of 56

LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
31. NOTICE TO NEW JERSEY RESIDENTS ONLY:

IF YOU ARE A NEW JERSEY RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE
THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED
THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY
GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
32. NOTICE TO NEW MEXICO RESIDENTS ONLY:

DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES
DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
33. NOTICE TO NEW YORK RESIDENTS ONLY:

THE COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE UNITS
OFFERED HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO
TRADE OR MAKE A MARKET IN THE UNITS. AT SOME TIME IN THE FUTURE, THE
COMPANY MAY ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE
A MARKET IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION
MEDIUM, HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO
ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE
SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET THEREFORE.
34. NOTICE TO NORTH CAROLINA RESIDENTS ONLY:

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS
OF THE OFFERING, INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE
NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT
CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT.
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
Page 14 of 56

35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY:
COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
36. NOTICE TO OHIO RESIDENTS ONLY:

IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 107.03(2)
OF THE OHIO SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE,
37. NOTICE TO OKLAHOMA RESIDENTS ONLY:

THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A
PRIOR FILING OF THIS MEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH
THE OKLAHOMA SECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND
DOES NOT CONSTITUTE AN APPROVAL, RECOMMENDATION OR ENDORSEMENT, AND IN
NO SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENTMERIT OF
SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.
38. NOTICE TO OREGON RESIDENTS ONLY:

THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE CORPORATION
COMMISSION OF THE STATE OF OREGON UNDER PROVISIONS OF OAR 815 DIVISION 36.
THE INVESTOR IS ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY
REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT
SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE
INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY
CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE
MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE
SECURITIES.
39. NOTICE TO PENNSYLVANIA RESIDENTS ONLY:

EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM
REGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS
ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING
ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY)OR ANY OTHER PERSON WITHIN
TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN
BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH
THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS
AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF YOU
HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO A
PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW
YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES
ACT OF 1212 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER
THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW
FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS
PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY
Page 15 of 56

PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR
TELEGRAM TO THE ISSUER (OR UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE
OF THE PROSPECTUS) INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR
TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS
PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE
THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD
YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT
YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO
RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED INVESTORS
IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD EXCEED TWENTY
(20%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING PRINCIPAL RESIDENCE,
FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES). EACH PENNSYLVANIA
RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE
(12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS
ESTABLISHED BY RULE OR ORDER OF THE COMMISSION. THE SECURITIES HAVE BEEN
ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE
PENNSYLVANIA SECURITIES ACT OF 1212. NO SUBSEQUENT RESALE OR OTHER
DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR
INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, EXCEPT IN
ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION,
AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION.
40. NOTICE TO PUERTO RICO RESIDENTS ONLY:

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE OFFICE OF
THE COMMISSIONER OF FINANCIAL INSTITUTIONS OF THE COMMONWEALTH OF Puerto
Rico NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Page 16 of 56

ELECTRICIY ON LOCATION MANHATTAN, LLC
A Florida Limited Liability Company
Table of Contents
Executive Summary Page…...18
Summary of the Offering Page…..21
Method of Subscription Page.….23
Suitability Standards Page…..24
Ability to Accept Limitations on transferability Page…..24
Ability and Willingness to Accept Risks Page…..23
Risk Factors Page….43
Use of Net Proceeds Page…..26
Executive Management Team Page…..28
Availability of Additional Information Page….48
How to Subscribe Page….27
Business Plan Page….32
Exhibits
Exhibit 'B' - Investor Questionnaire Page…..50
Exhibit 'C' – Subscription Agreement Page…..54
Page 17 of 56

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS MEMORANDUM AND THE DOCUMENTS REFERRED TO HEREIN.
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY REVIEW THE ENTIRE MEMORANDUM AND
DOCUMENTS REFERRED TO HEREIN AND THEREIN.
Executive Summary
Electricity on Location Manhattan, LLC (“EOLM”, “we”, “us”, “our” or the “Company”) is a development-stage
company founded by Malcolm Bricklin, an internationally recognized entrepreneur and part of a core group of
environmental and industry experts who see a bright future for a world powered by alternative means of
sustainable energy sources, including the production of electricity on location for large commercial and multi-
unit residential buildings. Through Visionary Energy LLC, Mr. Bricklin has developed a proprietary small-scale
Air Turbine Technology, powered by the exhaust air flow from Heating, Ventilating and Air-conditioning
(HVAC) systems and from the regenerative breaking energy produced by commercial elevators, that, due to
its size, efficiencies and low cost of production can be incorporated into multiple applications, including
localized electric generators to power commercial/office, institutional and/or multi-unit residential buildings.
The technology will be first commercialized through Electricity on Location Manhattan, LLC (EOLM), a wholly
owned subsidiary of Visionary Energy, LLC (VE). A Limited Liability Company (LLC) structure will permit the
investors to receive pre-tax profits from EOLM. In order to provide liquidity for the Investors, it is anticipated
that within 12 months, EOLM could be converted to a ‘C ' corporation’ in order to prepare for a possible Initial
Public Offering (or alternate public vehicle structure).
EOLM will be used a template for additional Electricity on Location LLCs for other urban markets, such as
Los Angeles, Chicago, Dallas, Miami, etc; and once operational, these Electricity on Location LLCs could be
merged into a possible EOLM public vehicle in order to maximize unit holder values.
Electricity on Location Manhattan, LLC (EOLM) has been established as a micro-utility to deploy proprietary,
patent pending electricity-generating air turbines that are adaptable to urban applications, particularly
commercial/office buildings. EOLM has obtained the exclusive License from Visionary Energy, LLC
exclusively for Visionary Energy’s Air Turbine Technology for generating electricity for all commercial,
institutional and/or multi-unit residential properties in Manhattan, New York.
EOLM will be installing systems in commercial, institutional and/or multi-unit residential properties located in
Manhattan. Target locations can be a minimum of 5 KWh performance configurations and the company has
identified 69,000 commercial buildings in Manhattan that meet this criteria. To date, this marketplace, in the
heart of America’s most populated urban center, has been under-serviced by traditional wind energy
applications due to the constraints of size, weight, safety, wind patterns and cost. In addition to being under-
served by wind technology, NYC faces a serious crisis --- the Blue Ribbon Committee’s Report on NYC’s
future energy demands forecasted that NYC will be on electrical energy rationing by 2012.
EOLM will enter into Partnership Agreements with selected owners of properties that fit its criteria. These
agreements will provide for joint ownership of the air turbines and joint sharing of all revenue derived from the
Power Purchase Agreements (PPA) signed with the building owners to supply energy at a rate equal to the
then prevailing NYC rate (adjusted quarterly). Any excess energy produced by the facility will be sold back to
the grid in order to maximize revenues. It is estimated that the equipment and installation costs will run
$3,000 per Kilowatt (KWh) plus site specific installation cost (estimated to average $175,000 per 50 KWh
installation); these costs will be provided by the office building owner and Visionary Energy LLC.
At the anticipated Power Purchase Agreement (PPA) rate of $0.20/KWh (current utility rate of $0.22/KWh in
New York City) or $1,500 per year per KWh installed:
Page 18 of 56

• An average EOLM installation is projected to generate annual gross revenues:
o 50 KWh average installation - $75,000 per year

• Equating to total annual revenues for each 100 installations:
o 50 KWh average installation - $7,500,000 per year

o 100 KWh average installation - $15,000,000 per year
o 150 KWh average installation - $22.500,000 per year
• Installation schedule calls for:
o 100 installations the first full year,

nd
o 200 in the 2 ,
rd
o 300 in the 3 ,
th
o 400 in the 4 and
th
o 500 in the 5
• EOLM net profit, net of all management, maintenance, legal & accounting and Landlord (50% of net
Revenues) costs, are projected to be:
o 50 KWh average installation,
 in excess of $3.5 million by the end first full operating year and are projected to
approximately double every year thereafter to a total projected to reach $43 million after 5
years and 1550 installations
o 100 KWh average installation
approximately double every year thereafter to a total projected to reach $86.5 million after
5 years and 1550 installations
 in excess of $10 million by the end first full operating year and are projected to
approximately double every year thereafter to a total projected to reach $125 million after
As part of the exclusive License to develop Visionary Energy’s Air Turbine Technology for generating
electricity for all commercial, institutional and/or multi-unit residential properties in Manhattan, New York,
EOLM has been granted the rights to Visionary Energy’s Park ‘n Plug program for Manhattan. The program
outlined is found on page 40, but since it is anticipated that Park ‘n Plug ‘Manhattan’, once fully developed,
will be operated as a stand alone operation, it has not been incorporated into any of EOLM’s financial
projections.
Page 19 of 56

Project Status
• Prototype wind turbines have been developed and a proof of concept Air Turbine has been established
and a provisional patent filed.
• Third party Computational Fluid Dynamic (CFD) and wind tunnel testing and final refinement of the most
efficient pitch and angle are to be commenced. Contracts will be completed with Wind Power Energy,
LLC, who, in conjunction with the consulting engineering and science firm of Rowan Williams Davies and
Irwin Inc. (RWDI), Dr. Gecheng Zha, Professor of Mechanical & Aerospace Engineering at the University
of Miami; all whom have specific expertise in taking the project through the appropriate and necessary
steps.
• Production engineering specifications to be contracted for first run through the manufacturing services of
West Gate Sheet Metal, who posses a monthly manufacturing capacity exceeding production
requirements.
• John Cavanagh, international construction expert and the former President and COO AMEC Construction
Management, Inc (formerly Morse Diesel), one of the largest construction enterprises in the United States
will head up and direct the Installation and Service team. Mr. Cavanagh’s extensive experience will
ensure that EOLM installations meet customer objectives and his team’s insight will be critical to the
continuous improvement business process.
• Jaros, Baum & Bolles, the engineering firm specializing in designing electrical systems for large
commercial and industrial buildings will be contracted to establish and integrate the connection from the
on-site turbine generator to the buildings electrical system.
• Site development team, including Management and Advisory team and additional personnel with the
credentials to gain access to major commercial and office buildings, have already
• Federal and State Incentives exist to reduce the procurement burden. These include the 30% Federal
Cash Grant on equipment and installation costs, Renewable Energy Technologies Investment Tax Credit;
Local Rebate Programs; Production Incentive; Sales Tax Exemption; State Grants, State Rebates; Utility
Grant Programs, Utility Loan and Utility Rebate Programs.
Page 20 of 56

Summary of the Offering
This summary of certain provisions of this Memorandum is intended only for convenient reference. It is not
intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere
in this Memorandum and in the Exhibits hereto. The full text of this Memorandum, and the Exhibits to it,
should be read in detail and understood by each potential Investor. The term “Investor” shall mean qualified
entities receiving this Memorandum.
ELECTRICITY ON LOCATION MANAHATTAN, LLC reserves the right to increase or decrease the number
of Units offered hereby and the price per Unit, to approve or disapprove each investor and reject any
subscriptions in whole or in part, in our sole discretion.
Securities Offered……… ELECTRICITY ON LOCATION MANHATTAN, LLC is offering for sale up to

100,000,000 Membership Interests (“Units”). Units of the Company are payable in
cash upon subscription. The Company reserves the right in its sole discretion to
increase the size of the Offering.
Full Unit Pricing……………$0.10 per Unit
Units Authorized………..….200,000,000 Units
Units Outstanding………….100,000,000 Units
Use of Proceeds………….The net proceeds from the sale of the Units will be used primarily for wind tunnel
testing, system optimization, third party validation, production preparation,
equipment, as well as marketing expenses and general corporate purposes,
except as otherwise provided in the Memorandum. See "Use of Proceeds”.
Voting Rights………………The holder of each outstanding Unit will have the right to one vote for each Unit.
Such Unit Holder will be entitled to notice of any Member' meeting just as are
holders of Units, and will be entitled to vote, together with holders of Units.
Dividends……………………There are no dividends authorized, however the Company will distribute profits, if
any, as required under LLC charter.
Liquidation Preferences…...If there is any liquidation, dissolution, or winding up of the LLC, either voluntary
or involuntary ("Liquidation"), each Unit Holder will be entitled to receive, an
amount equal to the Unit Issue Price. If amounts legally available for distribution
to Unit Holders are insufficient to pay all Members, all available funds will be paid
ratably among the Members, so that each Member receives the same amount
with respect to each Unit held by them.
Risk Factors………………The Units offered hereby involve a high degree of risk. See "Risk Factors" set forth
in the Memorandum and any SEC Documents.
Restrictions on Resale…..The investor(s) who purchase any Units pursuant to this Offering will be restricted
from selling, transferring, pledging or otherwise disposing of any Units due to
restrictions under applicable Federal and state securities laws. If, for any reason,
the Units are transferred or sold, with the proper registration in place,
ELECTRICITY ON LOCATION, LLC has first right of refusal on all Units.
How to Invest………………Each investor must:
(a) Execute and deliver the Subscription Agreement attached hereto as Exhibit C.
Page 21 of 56

(b) Wire or mail the total subscription funds to the Company’s Escrow Agent’s bank
account per the instructions in Appendix C.
Who May Invest…………...The Units of the Company are being offered pursuant to this Memorandum solely
to persons who are "accredited investors" as defined in Regulation D
promulgated under the Act. See the Accredited Investor Suitability Questionnaire
attached hereto as Exhibit B.
Investor Suitability………..This Offering will be made pursuant to exemptions from registration provided by
Section 4(2) of the Act, Regulation D promulgated thereunder, and exemptions
available under applicable state securities laws and regulations. Persons
desiring to invest in the Company will be required to make certain representations
and warranties regarding their financial condition in the Subscription Agreement
attached hereto as Exhibit C. Such representations include, but are not limited
to, certification that the investor is an accredited investor. The Company reserves
the right to reject any Subscription in whole or in part in its sole discretion. See
“Suitability Standards.”
THE SUBSCRIPTION AGREEMENT INCLUDES CERTAIN REPRESENTATIONS AND WARRANTIES OF

THE INVESTOR ON WHICH THE COMPANY WILL RELY IN DETERMINING WHETHER TO ACCEPT THE
SUBSCRIPTION. PROSPECTIVE INVESTORS ARE URGED TO READ THE SUBSCRIPTION
AGREEMENT CAREFULLY AND, TO THE EXTENT THEY DEEM APPROPRIATE, TO DISCUSS THE
SUBSCRIPTION AGREEMENT, THIS MEMORANDUM AND THEIR PROPOSED INVESTMENT IN THE
SECURITIES WITH THEIR LEGAL OR OTHER ADVISORS.
Plan of Distribution……….The Units are being offered on a “best-efforts” basis by the Company. The
Company reserves the right to allow broker/dealers which are registered as such
with the SEC and which are members of FINRA (“Placement Agents”) to sell the
Units. The Company may pay up to a 10% commission on the gross proceeds,
plus expenses, of any Units sold by such registered brokers. The Company may
conduct multiple closings (“Interim Closings”) up to the specified Offering amount,
at which time a final closing will be held (the “Final Closing”). The Offering will be
open until the Offering is reached or June 1, 2010, unless earlier terminated or
extended at the Manager’s sole discretion.
Subscriptions………………Investors who wish to subscribe for the Units may do so by executing the
Subscription Agreement attached hereto as Exhibit C and delivering the
completed materials and payment for the Units to the Company. A subscription
may not be considered for acceptance unless it is completely filled out and
properly executed and is accompanied by payment in full for the Units which are
being purchased. Subscriptions accompanied by payment in the form of a
personal check, if accepted, will be so accepted conditioned upon and subject to
clearance of the check and the Units will not be delivered until the check clears.
Funds accompanying any subscription not accepted by the Company will be
promptly returned to the Investor without interest thereon or deduction therefrom.
Resale of Units……………There is no public market for the Units. It is not anticipated or intended that one
will develop. This is a non-liquid investment. (See “Risk Factors” — There is no
public market for the Company’s Units.”) Further, there are substantial
restrictions on private resales.
Page 22 of 56

NOTES TO THE SUMMARY
Suitability of Investors
The Units will be offered pursuant to applicable exemptions from the registration requirements of federal and
state securities law. Purchasers must be purchasing the Units for their own accounts and not with a view to
resale or distribution. Investors will be required to make representations to the Company consistent with such
requirements, see “SUITABILITY STANDARDS” below.
Method of Subscription
The subscription documents, specimens of which are attached to this Memorandum, include a Purchaser
Questionnaire (Accredited Investors) (Questionnaire) and a Subscription Agreement (the “Subscription
Agreement”). The Purchaser Questionnaire and Subscription Agreement constitute the “Subscription
Documents”. A person desiring to purchase Units must complete and sign the applicable Subscription
Documents and deliver these documents, to the Company at the address set forth on the Subscription
Documents. Subscriptions will be accepted by the Company until the Offering is fully subscribed or is
terminated by the Company. The full subscription price for all Units being subscribed for must be included
with the applicable Subscription Documents. The check, bank draft or money order for the subscription price
should be made payable to “ELECTRICITY ON LOCATION MANHATTAN, LLC.".
The Company reserves the right, in its absolute discretion, to reject in whole or in part, any subscription and
may, in its sole discretion, elect to accept subscriptions for fewer Units than are subscribed for by any
person. In the event that the Company rejects all or a portion of any subscription, an appropriate refund of
the subscription price, without interest, will be mailed to the subscriber. Subscribers may not revoke or
withdraw their subscriptions after acceptance by the Company. The Company reserves the right, in its
absolute discretion, to lower the minimum purchase of any prospective Investor.
A commission or fee of up to 6% may be paid in connection with the sale of Units to those persons who
effect sales of Units for the Company and to whom payment of such commission or fee may be lawfully
made. If all Units were to be sold by persons entitled to receive commissions or fees, the commission paid
would be $600,000.
Issuance of Certificates
Certificates for Units duly subscribed, accepted and paid for will be issued as soon as practicable after
receipt of each subscription. The Manager of ELECTRICITY ON LOCATION MANHATTAN, LLC shall act as
transfer agent for the Company and will issue all Units. All certificates will bear a legend restricting their
transfer except in compliance with applicable federal and state securities laws.
No Initial Market for Units
While the Company is a private company and is developing a market for its Units, the purchased
Membership Interests will contain a legend that identifies the Units as restricted from public trading consistent
with Rule 144. The Units will be deemed "restricted securities" under federal and state securities laws and
may not be sold, transferred, or otherwise disposed of except under certain limited circumstances and
conditions. Furthermore, it is unlikely that a lending institution will accept the Units as pledged collateral for
loans unless a regular trading market does develop.
Page 23 of 56

RESTRICTION ON TRANSFER & SUITABILITY STANDARDS
The Interests (“Units”) of ELECTRICITY ON LOCATION, LLC are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted under the Securities Act of 1933 (“Act”), and
the applicable state securities laws, pursuant to registration or exemption therefore.
INVESTMENT IN THE UNITS INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR
THOSE INVESTORS WHO HAVE SUBSTANTIAL FINANCIAL RESOURCES IN RELATION TO THEIR
INVESTMENT AND WHO UNDERSTAND THE PARTICULAR RISK FACTORS OF THIS INVESTMENT. IN
ADDITION, INVESTMENT IN THE UNITS IS SUITABLE ONLY FOR AN INVESTOR WHO DOES NOT
NEED LIQUIDITY IN HIS INVESTMENT AND IS WILLING TO ACCEPT RESTRICTIONS ON THE
TRANSFER OF THE UNITS.
INVESTOR SUITABILITY
Subject to the right of the Company to sell Units to no more than 35 persons who are not Accredited
Investors ('Non-Accredited Investors"), Units of the Company's will be sold only to those investors who
submit a Purchaser Questionnaire in the form attached hereto as Exhibit "B" establishing to the satisfaction
of the Company that:
1. The Investor is an "Accredited Investor" as such term is defined in rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended (the "1933 Act"), that is any person who comes within any
of the following categories, or who the issuer reasonably believes comes within any of the following
categories, at the time of the sale of the securities to that person:
a) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of
1934; any insurance company as defined in section 2(13) of the Act; any investment company
registered under the Investment Company Act of 1940 or a business development company as
defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the
U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment
Act of 1958; any plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if
such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan
fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the employee benefit plan
has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made
solely;
b) by persons that are accredited investors;
c) Any private business development company as defined in section 202(a)(22) of the Investment
Advisers Act of 1940;
d) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of $5,000,000;
e) Any director, executive officer, or general partner of the issuer of the securities being offered or sold,
or any director, executive officer, or general partner of a general partner of that issuer;
f) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the
time of his purchase exceeds $1,000,000 (Net Worth may include home, furnishings and
automobiles);
Page 24 of 56

g) Any natural person who had an individual income in excess of $200,000 in each of the two most
recent years or joint income with that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level in the current year;
h) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii); and
i) Any entity in which all of the equity owners are accredited investors.
2. Subscriptions will not be accepted by the Company from more than 35 Non-Accredited Investors.
Moreover, each Non-Accredited Investor will be required to meet one of the following criteria:
a) Have a minimum net worth of at least $200,000 (exclusive of home, home furnishings and
automobiles) or
b) Have a minimum net worth of at least $100,000 (exclusive of home, home furnishings, automobiles)
and during the last taxable year had and during the current taxable year expects to have a minimum
gross income of $60,000.
3. The Investor has such knowledge and experience in financial and business matters that he is able to
evaluate the merits and risks of an investment in the Units.
4. The Investor has the financial ability to bear the economic risk of an investment in the Units, adequate
means of providing for his current needs and personal contingencies and no need for liquidity in an
investment in the Units.
5. The Investor is acquiring the Units for his own account for investment and not with a view to resale or
distribution.
Page 25 of 56

USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the shares offered hereby, after deducting
the anticipated expenses of the Offering (including commissions, legal, consultants, travel, etc), are estimated
to be $9,000,000 assuming the sale of the shares offered hereby, of which there can be no assurance.
The amounts actually expended for each purpose may vary significantly depending upon a number of factors.
The Company reserves the right to reallocate the proceeds of this Offering in response to a variety of factors
and related contingencies.
The License from Visionary Energy LLC for exclusive rights for the exhaust Air Turbines for all buildings in
Manhattan includes site specific adaptation and final performance enhancements of the wind turbine
technology for EOLM’s projects to be provided by Visionary Energy LLC and it is projected to be completed
within the first three (3) to six (6) months.
As part of the License and upon payment of the License fee, Visionary Energy LLC will provide 50% of all
equipment and installation costs for each of the building projects undertaken by EOLM under the terms of the
License (the Landlord’s provide the other 50%). Visionary Energy LLC and each specific Landlord will split
any government grants available. EOLM will pay $5 million to Visionary Energy LLC for the exclusive
Manhattan License Rights; the remaining $5 million will be retained by EOLM for working capital.
As part of the exclusive License to develop Visionary Energy’s Air Turbine Technology for generating
electricity for all commercial, institutional and/or multi-unit residential properties in Manhattan, New York.
EOLM has been granted the rights to Visionary Energy’s Park ’n Plug program for Manhattan. The program
outlined is found on page 40 but since it is anticipated that Park ‘n Plug ‘Manhattan’, once fully developed, will
be operated as a stand alone operation, it has not been incorporated into any of EOLM’s financial projections.
Page 26 of 56

PLAN OF DISTRIBUTION
The Offering is a maximum of 100,000,000 Membership Interest (“Units”). The Units are being offered by the
Company on a "best efforts" basis by the officers, directors, agents and employees of the Company and may
be offered through broker-dealers who enter into selling agreements with the Company, if any, and who are
members of FINRA.
There is no firm commitment to purchase or sell any of the Units. The Offering will continue until (a) full
Capitalization or (b) June 1, 2010, subject to an extension or termination at any time, in the sole discretion of
the Company, for any reason. Other than this Memorandum and the Exhibits hereto, no offering literature
will be employed in the offering of the Units.
Subscriptions may be offered through the officers and certain representatives of the Company and by
selected registered broker/dealers on a best efforts basis. On Subscriptions placed by participating
broker/dealers, the Company may pay a commission of up to 6% of the aggregate capital placed.
It is contemplated that sales commissions may be paid to the Manager, members, agents and employees of
the Company engaged in the sale of Units. Further, the Company expects to incur certain administrative,
offering expenses and finder’s fees incurred in the normal course of completing such transactions.
METHOD OF SUBSCRIPTION
Each person intending to purchase the Units offered hereby, must deliver the following items to the
Company.
a) A check in the amount of $0.10 multiplied by the number of Units subscribed; and
b) A completed and signed "Subscription Agreement", a copy of which is attached hereto as Exhibit "A",
with the number of Units desired indicated thereon; and
c) A completed and signed "Purchaser Questionnaire", a copy of which is attached hereto as Exhibit "B".
These items should be delivered to the Company at the following address:

Upon acceptance by the Company of a subscription, confirmation of such acceptance will be sent to the
subscriber. Unit Certificates may be sent to subscribers within fourteen (14) weeks of their acceptance.”
Cap Structure Breakdown

Number of Units Percentage of
Current Number of Current percentage
after Maximum Ownership after
Issued Units of Ownership
Offering Maximum Offering
200,000,0
Visionary Energy LLC 100,000,000
100% 00 50%
Page 27 of 56

EXECUTIVE MANAGEMENT TEAM
Officers and Board of Directors
We are assembling a board of directors and finalizing our appointment of key officers and directors which will
ultimately be comprised of founders, investors and independent directors with the requisite characteristics
associated with world-class organizations.
Malcolm Bricklin - Chairman of the Board of Directors and CEO
Mr. Bricklin has been the founder and CEO of national car companies, automotive importers, and alternate
energy technology organizations. Mr. Bricklin has over forty-three years of experience in designing,
engineering, manufacturing, importing and marketing automobiles. In 1968, he founded Subaru of America,
Inc., to import the Subaru automobile from Japan. This venture succeeded, in part, as a direct result of
Mr. Bricklin’s efforts in building a profitable and effective network of distributors and dealers.
Mr. Bricklin also created the innovative Bricklin SV-1 gull-wing safety sports car, which was the first of its kind
in utilizing acrylic and fiberglass panels, and a chassis capable of withstanding a high-velocity impact without
deformation – a first in automobile safety.
Mr. Bricklin founded International Automobile Imports to import and distribute the Pininfarina Spider and the
Bertone X1/9. He also formed Yugo America, Inc. to import the Yugo automobile which, during its launch
phase, sold over 160,000 vehicles, making it the fastest selling European import in automotive history.
He has devoted his energies to the development of electric vehicles and to alternative energy, particularly
energy cells, working closely with the Jet Propulsion Laboratory in Pasadena, California, and Adelan Ltd., in
Birmingham, England.
Mr. Bricklin has demonstrated the ability to build and lead profitable innovative organizations, fund large-scale
projects, assemble OEM suppliers into a cohesive technical network, and motivate others to commit to his
vision.
Key Advisors and Personnel
• Malcolm Bricklin
o Founder of Subaru of America, Yugo America, Bricklin Motor Cars, and most recently creator of
Visionary Vehicles
o Original exclusive importer of Pininfarina Spyder and the Bertone X1/9
o Co-founder of the Electric Bicycle Company which produced the EV Warrior – which started the
electric bicycle industry in North America
o Contributed to energy cell and hydrogen development in conjunction with the Jet Propulsion
Laboratory and Birmingham University, UK.
• Ron Pitcock
o A successful technology entrepreneur for over 35 years, including: Chairman and CEO of Iptimize, Inc,
a Voice over Internet Protocol Company (IPZI.PK), Chairman/CEO/President for HomeSync,
CEO/President and board member for ICC Speed cell, ComPath as a board member, Chairman and
CEO of LifeStyle Innovations (lfsi) and Integra5 as President and board member
o Co-founded and served as President of High Speed Access Corp. (HSAC), a high-speed Internet
access via cable: took the company public, raising $194 million with a market cap of $2.5 billion.
o Began his telecommunications career in 1974 as an engineer and chief technician; served on several
corporate boards, as well as social and government boards and agencies, which includes
Commissioner on the State of Colorado’s Science and Technology commission, board member SCI of
Denver, board of advisors for Coax Corporation; current member of the Cable Pioneers, an industry
Page 28 of 56

organization that recognizes over 20 years of experience and recognized as a top 100 cable executive
in 1999.
o Holds a Bachelor of Business Administration degree from the University of A&M at Corpus Christi, and
a Masters Degree in Telecommunications from the University of Denver.
• John Cavanagh
o International construction expert and former President and COO of AMEC Construction Management,
Inc (formerly Morse Diesel), one of the largest construction enterprises in the United States.
o Appointed by Mayor Giuliani to head up the 9/11 Cleanup
o Worked closely with Mayor’s Blue Ribbon Committee’s Report on NYC’ future energy demands
(which forecasted that NYC will be on electrical energy rationing by 2012)
• Mitch Simpler
o Managing partner for Jaros, Baum & Bolles, the engineering firm specializing in designing electrical
systems for large commercial and industrial buildings. Projects have included the former Sears Tower
(now the Willis Tower) and the Freedom tower in NYC
• Dr. Malcolm Currie
o Former CEO of Delco Electronics, Hughes Aircraft, Currie Technologies, and Regal One as well as
Undersecretary of Defense for Research and Engineering.
o Co-founder of the Electric Bicycle Company and it’s innovative EV Warrior
• Maurice Strong
o One of the world’s leading proponents of the United Nations' involvement in world affairs. Supporters
consider him one of the world's leading environmentalists.
o Former Senior Advisor to the president of the World Bank, Chairman of Stockholm Environment
Institute, Director, Foundation Board World Economic Forum, and Member and is on the International
Advisory Board, Center of International Development at Harvard University.
o Former Executive Vice President and then President of Power Corporation of Canada, one of
Canada's leading investment corporations, Chairman; CORDEX Petroleums, Inc., and Chairman,
Ontario Hydro
o Secretary General of both the 1972 United Nations Conference on the Human Environment, which
launched the world environment movement, and the 1992 Earth Summit; and first Executive Director
of the United Nations Environment Programme (UNEP).
• I. M. Lyons
o An extensive background in business growth and management from a wide variety of industries that
were specifically centered on new technologies.
o An expert in environmental technologies and the development cycles involved in transitioning from
Research & Development to Commercialization
o Developed growth strategies for distribution channel, growth management, sales & business
development, International licensing, and corporate & IP strategies
• Kevin Krauss
o Thirty year career as founder and CEO in a number of startup companies, specializing in innovative
technologies. Experience includes electronics/computers; software; medical; desalination and liquid
separation as well as a number of green technology startups.
o Served on the faculty of The Sawyer Business School at Suffolk University in Boston and served as
Director and founder of the University's Center for Entrepreneurial Studies, earning Suffolk University
a top 25 national program ranking by Entrepreneurship Magazine in 2008.
Page 29 of 56

• Richard Janowski
o A seasoned entrepreneur, possessing over thirty years of managerial experience with successful start-
up companies serving as a private consultant to diagnostic technologies, communications, computer
systems and alternative energy firms, including:
o Companies include: TechNovas, a business technology incubator; Visionary Vehicles, LLC as
Managing Director of Business Development; President and COO of Fuel Cell Companies, Inc., (Micro
Fuel Cell Systems and SOFC Energy), which was acquired by TechSys, Inc.; President of Computrol
Systems, Inc.; Founder, Principal and VP of Operations for MicroScan (acquired by American Hospital
Supply Corporation/Baxter HealthCare)
• Fred A. Schwartz, Esq.
o Partner-in-Charge of Boca Raton, Florida office of Adorno & Yoss LLP, an international law firm
providing a full range of interdisciplinary services to its clients throughout the Western Hemisphere
through 290 professionals in 20 locations.
o Partner with Adorno and Yoss for 9 years trying complex cases
o Partner with Entin Schwartz et al for 6 years trying complex cases
o Entrepreneur and Business consultant for 9 years
o J.D., New York University School of Law (1968) B.B.A., City College of New York -Baruch School
(1965)
• Bob Bleecker
o Over twenty-five years of experience designing, implementing and managing complex IT systems
including data, voice and video.
o Experience has encompassed planning complicated, expansive IT infrastructures; directing the
purchase of IT equipment; Windows XP migration of 10,000+ computers at 34 sites; integration of
widely dispersed IT processes; established IT standards, policies and operating procedures; oversaw
databases integration; supervised the installation of IT systems.
o Worked in various IT-related capacities at CIGNA Corporation, and in 1996 received CIGNA’s highest
award (The Pinnacle) for a cost saving initiative that saved over $250,000 during the OS/2 rollout.
• Wendi Friedman Tush
o An expert in branding, PR, marketing and constituent communications, building profiles of disruptive
technologies, innovative business models and thought leaders, strategic branding, positioning or
public relations campaigns for many companies including, DuPont, Samsung, Breakthrough
Management Group, Visionary Vehicles, The Quigley Corporation, Chaotics, iDNA, Cybersettle,
Briggs & Riley, Cano Petroleum, DebtSettlement.com, Aveso Displays, Esselte, and others.
o Conducted crisis communications campaigns, rebranding, messaging and repositioning initiatives
and constituent communications.
o Former broadcast journalist for CNN, FNN and CNBC; Executive Producer and VH-1. host
o Holds a Bachelor of Arts in Psychology from Cornell University and a Masters of Business
Administration (MBA) from Columbia University; co-author of Communication and Implementation:
Sustaining the Practice” and ghostwriter of “Settled” and “101 Ways to Help the Cause in
Afghanistan.”
• MRGroup, LLC
o Extensive experience in a wide range of marketing disciplines, including advertising, direct marketing,
market research, public relations, customer relations management, and customer loyalty and retention.
o Clients have included Subaru of America, Yugo, Charles Schwab, Wells Fargo Bank, Bank of America,
PacBell, KQED Public Television, Valisys, GMA/INA Insurance, the US Peace Corps, Stanford
University Law School, Hilton Corporation and Intercontinental Hotels.
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o Its principals, Barbara Jonas and Michael Jonas, have over 60 years of combined business
experience providing services to auto industry manufacturers, importers and dealers, financial
institutions, the U.S. government, consumer goods manufacturers and distributors and the insurance,
technology and hospitality industries.
Page 31 of 56

Business Plan
Industry Overview
The US industry for electricity generation, transmission, distribution, and sales is highly complex, fractured,
and heavily regulated. The industry can be segmented by ownership structure, geographic location, and
position in the value chain and types of customers (retail/wholesale). Each segment serves different market
niches and is regulated by various local, state, and federal legislation.
Market Overview
The market for clean, renewable energy is both expanding and changing rapidly as a result of the present
crises in energy, finance, and climate change. More specifically, three circumstances are contributing to
increased market pressure for change:
1) Market Drivers
• Imbalance between supply and demand

• Rising costs of electricity generation and distribution
• Extensive costs associated with upgrading infrastructure capacity
• Global warming
• Shifts in consumer sentiment toward renewable energy sources
• Premium placed on creation of green jobs
2) Legislation/Regulation (Federal, State, and Local
• Specification of minimum efficiency standards

• Goals set for use of renewable energy
• Tax incentives for the use of renewable energy – 30% Cash Rebate from Federal Government
3) Creation of New Technology
• Clean and renewable energy generation has fostered the introduction of new wind power technologies
• Highly efficient and small size wind mills
• Increased storage capacity for excess wind generated electricity
Market Size
Manhattan, the exclusive market in which EOLM plans to operate, has over 69,000 commercial properties
that meet the EOLM minimum criteria, 20,000 of which would accommodate 50 KWh and 238 extant
buildings and buildings in progress that meet the criteria of 1 million square feet of space:
• 191 skyscrapers taller than 500 feet (82 of these are taller than 600’)
• 24 buildings over 600’ proposed for development in the next 10 years.
Page 32 of 56

Competitive Analysis
The overall market for the generation, transmission, and distribution of electricity is enormously complex,
highly regulated, and involves many competitors. However, EOLM plans to operate as a micro-utility -
whereby EOLM owns, in partnership with the Landlords, the source of power generation and directly
transmits the power to the urban buildings. Due the physical constraints, existing wind generation
technologies are too large, costly and cumbersome to be affixed to the building structures - in fact; such
technologies could cause destabilization of the building structure. Therefore, EOLM currently faces little or no
direct competition to its proprietary technologies and targeted market.
Competitive Advantage
Existing Wind Turbine Technology:
For the most part, existing wind turbine technology focuses on the development of better systems and blades
for large-scale wind farm deployment. Large-scale wind turbines are certainly a viable option for remote
installation; they are not an option for installation in an urban market/city.
 Large-scale size (hundreds of feet tall) requires location in remote areas far from the grid
 Cost of units average $2.5 million with an additional $1.5 million required to transport/install
 Regular maintenance is key—current backlog to repair a broken large-scale unit is six months
 Transportation requires a semi-trailer and a half truck to transport the components
 Blade disengagement is an issue—a disengaged blade can easily slice through a car
 Requirement to locate far from the grid makes transmission costs a key factor in P&L
 Current backlog to order and receive one unit is over a year
 Shut down of units is required during times of high wind speed
Visionary Energy Air Turbine Technology:
Visionary Energy’s Air Turbine Technology is completely new to the market and completely innovative in
design and operation. The turbines are akin to a jet engine by design, and include blades which are round in
shape and can be stacked. The main advantages are small-size but powerful turbine units, powered by the
exhaust air flow from HVAC systems and regenerative breaking energy from building elevators, perfectly
suited to installation and operation in the heart of any urban metropolitan city market.
Technology
The major differentiating features are:
1. Air Turbine Technology utilizes the predictable exhaust air produced by building HVAC systems rather
than unpredictable winds;
2. Air turbine design allows individual blades to be stacked on one another with little loss of power-
generating capacity as the air flow moves further from the air source;
3. Blade design which encompasses a patent-pending center hole which fosters maximum airflow and
airflow acceleration through the turbine;
4. Patent pending use of the outside of blade (most all technology generates electricity using the central
shaft), in which motors are placed along the outside of the blade to generate electricity;
5. Higher efficiency; broader range of air speed operations;
Page 33 of 56

6. Increased aerodynamic surface area for harnessing the greatest power from the available air flow;
7. Ability of technology to be built, installed and maintained economically;
8. Smaller size of unit and individual blade, and scalable to size of wind/air source
9. Alternative Power sources, including Regenerative Braking Energy recovery from Building Elevators
Page 34 of 56

Technology
EOLM will deploy the patent pending exhaust Air Turbine Technology that generate electricity by way of
aerodynamically engineered turbines driven solely by the excess exhaust air created by all building HVAC
systems. The efficiencies cost justify installations as small as 5 KWh.
• Jet Engine Technology consisting of up to 15-30 small (3’x3’x10’) turbines aerodynamically stacked
behind each other in order to maximize the energy produced from available air flow.
• Increased aerodynamic surface area for harnessing the greatest power from the available air flow.
• Broader range of air speed operations.
• Alternative Power sources, including Regenerative Braking Energy recovery from Building Elevators
• Hydrogen Fuel Cells
Initial Manufacturing
West Gate Sheet Metal, Inc.(www.wgsm.net) located in a low-income Enterprise Zone in Riviera Beach,
Florida is a state-of-the art fabrication/manufacturing facility that will produce the prototypes required for wind
tunnel testing for EOLM. This company will commence initial production of the EOLM products and has the
expertise and capacity to enable EOLM to use other materials in the manufacturing of its unique wind
turbines.
Additional manufacturing facilities, in the U.S. and elsewhere, will be utilized by EOLM as growth and product
demand require.
Warranties
We will provide a comprehensive warranty plan.
Wind Tunnel Testing & Third Party Validation
Prior to commencing production of the EOLM systems, EOLM wants to optimize the design and specification
of its Air Turbine by submitting the second-generation prototype to wind tunnel testing at a state-of-the art
facility in South Florida (this facility is not associated with West Gate Sheet Metal, Inc.). The results of the
wind tunnel testing will then be subjected to Computational Fluid Dynamics, a computerized evaluation
process, that will enable EOLM to “fine tune” its system with regard to blade angle and thickness, the
dimensions of the rotating axle and any other components of the EOLM system that will result in optimal
performance of the product for the customer.
This third-party validation of the EOLM systems and the recommended enhancement of its components will
be incorporated into the product engineering and design. In addition, these modifications will be included in
supplemental filings associated with the already filed U.S. Patent application.
Page 35 of 56

Financial Projections
Assumptions
EOLM expects that the first building will begin generating revenues within the first 6 months from completing
funding, and a controlled installation schedule will start at 5 per month and grow every few months to a rate of
th
40+ per month in the 5 year. The Company has prepared three different revenue projections to reflect a
low, medium and high range for average installations; 50 KWh, 100 KWh and 150 KWh Project Management
is calculated at 8% of revenue, Maintenance at 2% of revenue and an annual Legal and Accounting of 2% of
revenue. The PPA with the building owners will be calculated at a rate of $0.20/KWh over the term. As part
of the Partnership Agreements, the Landlord will pay 50% of all required equipment and installation costs and
Visionary Energy LLC will contribute the balance; and they will split any available government grants
(potential 30% rebate on equipment costs). Equipment and installation costs will vary by location; it is
estimated that these costs will average $525,000 (or $3,500 per KWh). The Landlords will receive 50% of net
revenues.
Projections
At the anticipated Power Purchase Agreement (PPA) rate of $0.20/KWh (current utility rate of $0.22/KWh in
New York City) or $1,500 per year per KWh installed:
• An average EOLM installation is projected to generate annual gross revenues:

• Installation schedule calls for:
o 100 installations the first full year,

nd
o 200 in the 2 ,
rd
o 300 in the 3 ,
th
o 400 in the 4 and
th
o 500 in the 5
• EOLM net profit, net of all management, maintenance, legal & accounting and Landlord (50% of net
Revenues) costs, are projected to be:

approximately double every year thereafter to a total projected to reach $43 million after 5
years and 1550 installations

 in excess of $7.2million by the end first full operating year and are projected to
approximately double every year thereafter to a total projected to reach $86.5 million after

 in excess of $10million by the end first full operating year and are projected to
approximately double every year thereafter to a total projected to reach $125 million after
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PROJECTIONS
50 KWH AVERAGE INSTALLATIONS
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PROJECTIONS
Page 38 of 56

PROJECTIONS
Page 39 of 56

1
VE Park & Plug
National Electric Vehicle Charging Point Infrastructure
Project Overview
Automotive manufacturers are responding to market demand and global pressure to reduce dependence
on oil imports and reduce greenhouse gases by introducing a range of capable, energy-efficient, low
emissions, electric-powered vehicles (EV). Manufacturers will make electric vehicle models available for
sale to the public in late 2010 and expect that by 2012, twenty models will be available and that by 2015
there will be over 3 million plug-in electric vehicles in use worldwide. Experts say that a nationwide Electric
Vehicle Charging network, in place to support the growth and acceptance, will be the difference in US
being a leader or follower of the future.
To meet the urgent need for a US wide EV Charging infrastructure, EOLM is pursuing an innovative
business approach that includes parking facility operation, innovative sustainable energy sources, industry
collaboration, and government funding programs. Based upon the number of EVs expected to be on the
road over the next number of years and, more importantly, to encourage and support the acceptance and
growth of EV ownership, a nation wide EV Charging station infrastructure will require collaboration, vision
and will have to be subsidized
VE Park & Plug Program
o Strategically located parking facilities will be invited to join the EV Park ‘n Plug - Electric Vehicle
Charging Infrastructure
o All parking spaces (average 100 per facility) will be equipped with a 220v EV Charging Points,
complete SAE J1772 connectors plugs (the industry standard)
o Each facility with be equipped with a Electricity on Demand Solar/wind power generating
equipment to provide power to the EV Charging Points; at no cost to the parking facility (any
excess power will be provided to the facility for free and/or sold back to the power grid)
o The parking facility customers will be able to charge their vehicles
o Parking facility will be part of EV Park & Plug Network and will be able to promote that it is
providing EV charges to paying customers
o Parking facilities contributes $1 per day per EV Charge Point as a surcharge to parking rates.
Revenue from the Parking space component of the VE Park & Plug Network will help support the cost of
building and managing the operations. Support from Federal, State and Local governments, in the form of
currently in place grants, low cost loans and tax credits will also be an integral part of the partnership.
Electric vehicles (EVs) are beginning to appear on city streets, and city planners are growing increasingly
concerned about how to provide electric vehicle charging services cost-effectively. Industry experts expect
that EV drivers will be concentrated in major metro areas, and residents will be looking for easy, convenient
ways to charge their vehicles.
1
As part of the exclusive License to develop Visionary Energy’s Air Turbine Technology for generating electricity for all commercial, institutional
and/or multi-unit residential properties in Manhattan, New York. EOLM has been granted the rights to Visionary Energy’s Park ’n Plug program for
Manhattan. The program outlined, but since it is anticipated that Park ‘n Plug ‘Manhattan’, once fully developed, will be operated as a stand alone
operation, it has not been incorporated into any of EOLM’s financial projections.
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Visionary Energy has brought together leading edge technologies in on-location sustainable energy
production, state of the art EV charging station networks and private parking lot management experts. As
partners in the EV Park ‘n Plug - Electric Vehicle Charging Infrastructure, this group will address the
national interest of preserving the environment, reducing dependency on international oil, and reducing the
cost of transportation while also helping Municipal governments leverage their infrastructure assets.
Visionary Energy will integrated proprietary wind and solar energy sources and other cost and carbon free
electricity with state of the art EV charging station and management technology; resulting in the most
advanced environmentally friendly sustainable EV charging solution available. When coupled with the
vision and drive of a select group on partners, advisors and stakeholders, The EV Park ‘n Plug - Electric
Vehicle Charging Infrastructure will:
o Propel the US to the lead in Electric Vehicle support and adaptation
o Provide the American consumer with access to 1,000,000 carbon neutral EV Charging Points in
convenient, safe locations, such as where they work, play and shop;
o Integrate EV charging points into parking spaces in existing parking facilities and spaces;
o Power EV charging points by a sustainable, carbon neutral energy source charging points
plugs, wherever possible;
o Leverage under existing private parking lot inventories nationwide as free EV Charging Points;
o Provide free EV charging points in strategically located parking facilities;
o Equip each participating parking facility with on-location Electricity system that will provide the
Electricity on Location Solar/Turbine electricity generating facilities to provide sufficient
electrical energy for the EV charge point requirements;
o Provide energy conservation leadership for America;
o The American Recovery and Reinvestment Act of 2009, also referred to as the “Stimulus Bill”,
supports EV development with more than $2B in grants for manufacturing advanced batteries,
plus tax credits to cover the cost of manufacturing facilities; tax credits of up to $7,500 will be
available to those who buy new plug-in electric vehicles along with $300M set aside for federal
agencies to buy alternative fuel vehicles (including plug-ins); $400M for “transportation
electrification.”; and $4.5B will be set aside for improving the nation’s electric grid.
The EV Park & Plug - Electric Vehicle Charging Infrastructure provides both an economic opportunity and
meets the need of implementing a fiscally responsible EV charging infrastructure that lowers greenhouse
gas emissions, provides safe and open services for all consumers.
Project Scope
The EV Park ‘n Plug - Electric Vehicle Charging Infrastructure is a targeted solution specifically tailored for
to providing an EV charging infrastructure that lowers greenhouse gas emissions, provides safe and open
services for all consumers. The EV Park ‘n Plug - Electric Vehicle Charging Infrastructure represents a
collaboration of expert in all phases of:
o Technology integration and Government Support:
 The NASA Jet Propulsion Laboratories (JPL), through the California Institute of
Technology will be contracted as the Technology Advisor to the Partnership and will be
responsible for coordinating the integration of the variety of technologies required and
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to provide the proposal structuring and validation necessary for the various Federal,
State and local government financial initiatives available for a project of this scope.
o Sustainable Power Generation:
 Each parking facility and EV Charging Points will be retrofitted to generate its own
power utilizing an integration of advanced on-site sustainable power generation
technologies, including:
• Wind turbines, including Visionary Energies proprietary Exhaust Air Turbine
• Solar power
• Alternative Power sources, including Regenerative Braking Energy recovery
from Building Elevators
• Hydrogen Fuel cell power distribution
o Municipal Parking Lot Management:
 Respected parking lot management with expertise gained by managing the largest US
parking lot services organization with all types of facilities nationwide
o Electric Vehicle Charging
 A leader in Electric Vehicle Charging Point infrastructure with networked charging

stations installed in municipalities, fleets and organizations worldwide providing the
most advanced vehicle-charging infrastructure.
To meet this important and pressing challenge, EOLM will leverage its scientific and technical expertise as
well as extensive business and government networks. Working with State and local officials, national
corporations, and local business, communities, the EV Park & Plug - Electric Vehicle Charging
Infrastructure objectives are projected to realize 1,000,000 EV Charging/Parking spaces within three years
Page 42 of 56

OELM RISK FACTORS
SUMMARY OF RISK FACTORS
• An investment in the Units involves a certain degree of risk, including, but not limited to the following. For a
more detailed description of the risks involved in an investment in the Units see RISK FACTORS below.
• The Units are illiquid and should only be purchased if the investor is willing to hold the Units for an indefinite
period of time.
• In order to implement the Company’s growth strategy, there may be a need for additional funding through
public and private placement of the Company's securities.
• Identifying, completing and realizing profits from alternative energy investments has from time to time been
highly competitive, and involves a high degree of uncertainty.
• Many of the Company's competitors for investments are far larger than the Company, may have greater
financial resources than the Company and may have management personnel with more experience than the
officers of the Company.
• The Company’s technologies may fail to perform as expected and capital expenditures may exceed
estimates.
• The Company may be forced to abandon development opportunities after expending resources to determine
feasibility.
• Sales of the Company's products and services are subject to changes in national and regional economic
conditions, including levels of employment and discretionary disposable income, consumer confidence,
available financing and interest rates and may be affected by changes in legislation of the use of copyright
protected material and the distribution of it.
• Certain risks are inherent with the implementation of the Company’s growth strategy. These risks include,
but are not limited to, access to capital necessary for the Company’s ability to sustain and manage growth,
competition and risks common to the wind industry.
Risks Related to Our Business
The Company has only a short operating history and a relatively new business model in an emerging and
rapidly evolving alternative energy market. This makes it difficult to evaluate our future prospects and may
increase the risk that we will not continue to be successful.
We have only a short operating history. As a result, we have very little operating history to aid in assessing
our future prospects. Also, we derive nearly all of our revenues from the alternative energy market, which is
a highly competitive industry. We will encounter risks and difficulties as an early-stage company in a new and
rapidly evolving market.
Although we will take all prudent measures to deploy industry experts and proven business practices in this
industry, such early market risks may materially harm our business and impact operating results. Rapid
company growth is an important element of our market strategy and although it is expected, shortcomings in
our growth may impact our business and operating results could be harmed.
The alternative energy industry has experienced, and will continue to experience, rapid growth which has
placed, and will continue to place, significant demands on managerial, operational and financial
infrastructure. If we do not effectively manage our growth, the quality of our products and services could
suffer, which could negatively affect our brand and operating results. Our expansion and growth in both
domestic and international markets heightens these risks as a result of the particular challenges of
supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal
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systems, alternative dispute systems, regulatory systems, commercial infrastructures and environmental. To
effectively manage this growth, we will need to continue to improve our operational, financial and
management controls and our reporting systems and procedures. These systems enhancements and
improvements will require significant capital expenditures and management resources. Failure to implement
these improvements could hurt our ability to manage our growth and our financial position.
Our business and operations depends on a strong brand
Our business depends on a strong brand, and failing to maintain and enhance our brand would hurt our
ability to expand our base of customers and partners. The technology, business model and brand identity
that we are developing will significantly contribute to the progress of our business. Maintaining and
enhancing our technology, business model and brand is critical to expanding our base of customers and
partners. We believe that the importance of brand recognition will increase due to the relatively low barriers
to entry in the power generation market. If we fail to maintain and enhance our brand, or if we incur excessive
expenses in this effort, our business, operating results and financial condition will be materially and adversely
affected. Maintaining and enhancing our brand will depend largely on our ability to be an industry leader and
to continue to provide high-quality products and services, which we may not do successfully.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our
products, services and brand
Our pending patent, trademarks, trade secrets, copyrights and other intellectual property rights are important
assets for us. Various events outside of our control pose a threat to our intellectual property rights as well as
to our products and services. For example, effective intellectual property protection may not be available in
every country in which our products and services are distributed or developed. Also, the efforts we have
taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our
intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual
property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property
could make it more expensive to do business and harm our operating results.
Although we seek to obtain patent protection for our innovations in wind power technology, it is possible we
may not be able to protect some of these innovations. In addition, given the costs of obtaining patent
protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore,
there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient or
that an issued patent may be deemed invalid or unenforceable.
We also seek to maintain certain intellectual property as trade secrets. The secrecy could be compromised
by outside parties, or intentionally or accidentally by our employees, which would cause us to lose the
competitive advantage resulting from these trade secrets.
Risks Relating to our Industry
Innovation
If the company does not keep up with research and development, there is a strong risk that competitors
would take over. Clients would also drop the products and services if they felt that new technology could not
be accommodated.
Seasonal Changes
Our quarterly installation and operating results may vary significantly from quarter to quarter as a result of
seasonal changes in weather. We predict that our sales will be highest during the third and fourth quarters as
a result of good weather and robust bookings in the second quarter. Our business depends on the availability
of rebates, tax credits and other financial incentives; reduction or elimination of which would reduce the
demand for our products and services.
Financial incentives
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Many states, including California and New Jersey, offer substantial incentives to offset the cost of wind power
systems. These systems can take many forms, including direct rebates, state tax credits, system
performance payments and Renewable Energy Credits (RECs). Moreover, the Federal government currently
offers a 30% tax credit for the installation of wind power systems which has recently been extended for eight
years. This new tax credit applies to businesses and multi-unit residential customers. Businesses may also
elect to accelerate the depreciation on their system over five years. Reduction in or elimination of such
incentives or delays or interruptions in the implementation of favorable federal or state laws could
substantially increase the cost of our systems to our customers, resulting in significant reductions in demand
for our services, which would negatively impact our sales.
Availability of Financing
The execution of our growth strategy for our systems segment is dependent upon the continued availability of
third-party financing arrangements for our customers. For many of our projects, our customers will enter into
agreements to finance the power systems over an extended period of time based on energy savings
generated by our wind power systems, rather than pay the full capital cost of purchasing the wind power
systems up front. For these types of projects, many of our customers will choose to purchase wind electricity
under a power purchase agreement with a financing company that will purchases the system from us. These
structured finance arrangements are complex and may not be feasible in many situations. In addition,
customers opting to finance a wind power system may forgo certain tax advantages associated with an
outright purchase on an accelerated basis which may make this alternative less attractive for certain potential
customers. If customers are unwilling or unable to finance the cost of our products, or if the parties that have
historically provided this financing cease to do so, or only do so on terms that are substantially less favorable
for us or these customers, our growth will be adversely affected.
The success of our systems segment will depend in part on the continuing formation of such financing
companies and the potential revenue source they represent. In deciding whether to form and invest in such
financing companies, potential investors weigh a variety of considerations, including their projected return on
investment. Such projections are based on current and proposed federal, state and local laws, particularly tax
legislation. Changes to these laws, including amendments to existing tax laws or the introduction of new tax
laws, tax court rulings as well as changes in administrative guidelines, ordinances and similar rules and
regulations could result in different tax consequences which may adversely affect an investor’s projected
return on investment, which could have a material adverse effect on our business and results of operations.
We are dependent upon our suppliers for the components used in the systems we design and install; and our
major suppliers are dependent upon the continued availability and pricing of required raw materials used in
wind and other renewable energy modules.
Availability and Cost of Components
We are subject to market prices for the components that we purchase for our installations, which are subject
to fluctuation. We cannot ensure that the prices charged by our suppliers will not increase because of
changes in market conditions or other factors beyond our control. An increase in the price of components
used in our systems could result in an increase in costs to our customers and could have a material adverse
effect on our revenues and demand for our services. Our suppliers are dependent upon the availability and
pricing of silicon, one of the main materials used in manufacturing wind panels. The world market for wind
panels recently experienced a shortage of supply due to insufficient availability of silicon. This shortage
caused the prices for wind modules to increase. Interruptions in our ability to procure needed components for
our systems, whether due to discontinuance by our suppliers, delays or failures in delivery, shortages caused
by inadequate production capacity or unavailability, or for other reasons, would adversely affect or limit our
sales and growth. In addition, increases in the prices of modules could make systems that have been sold
but not yet installed unprofitable for us. There is no assurance that we will continue to find qualified
manufacturers on acceptable terms and, if we do, there can be no assurance that product quality will
continue to be acceptable, which could lead to a loss of sales and revenues.
We are dependent on distributors to obtain the wind products for installation.
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The installation of our systems/products expected to involve a number of steps and requires compliance with
required permitting by local, state and federal regulatory authorities. Our inability to obtain wind products or
state tax credits may have an adverse effect on the company from successfully commercializing our
proposed products. Further, if there are delays or complications in obtaining wind products or permits this
would prevent us from successfully commercializing our proposed product(s). If we are unable to establish
sales and marketing capabilities or enter into agreements with distributors to sell and market any products we
may develop, we may not be able to generate revenue.
Competition
Competition in the power generation services industry may increase in the future, partly due to low barriers to
entry, as well as from other alternative energy resources now in existence or developed in the future.
Increased competition could result in price reductions, reduced margins or loss of market share and greater
competition for qualified technical personnel. There can be no assurance that we will be able to compete
successfully against current and future competitors. If we are unable to compete effectively, or if competition
results in a deterioration of market conditions, our business and results of operations would be adversely
affected.
If we are unable to attract, train and retain highly qualified personnel, the quality of our services may decline
and we may not successfully execute our internal growth strategies.
The small and micro wind power design and integration industry is in its early stages of development and is
highly fragmented, consisting of many small privately-held companies with limited operating histories and
information available to us. We believe the principal competitive factors in the small and micro power
generation services industry include:
• quality of service;
• price;
• company reputation;
• installation technology; and
• responsiveness to customer needs
Personnel
Our success depends in large part upon our ability to continue to attract, train, motivate and retain highly
skilled and experienced employees, including technical personnel. Qualified technical employees periodically
are in great demand and may be unavailable in the time frame required to satisfy our customers’
requirements. Expansion of our business will require us to employ highly skilled technical personnel. We
expect competition for such personnel to increase as the market for wind power systems expands. There can
be no assurance that we will be able to attract and retain sufficient numbers of highly skilled technical
employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at
competitive rates of compensation could impair our ability to secure and complete customer engagements
and could harm our business.
Risks Relating to Financing
Availability
The Company anticipates that its growth and expansion activities will be largely financed by externally
generated funds from additional private placement of its securities, borrowings with credit facilities and other
secured and unsecured debt and equity financings. In addition, these financings might not be available or
would be available only on disadvantageous terms. Accordingly, were the Company unable to obtain funds
from borrowings or the capital markets, the Company's growth activities could be curtailed.
Additional Financing Requirements
Management believes that the cash flow generated from the current operations will be sufficient to conduct
its operations as currently contemplated. Although such belief is based on our best judgment, there can be
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no assurance that the assumptions underlying this belief will prove accurate or that circumstances beyond
our control will not materially adversely affect the Company's financial condition and results of operations,
requiring the Company to seek additional capital.
Risks Related to this Offering
Restricted Transferability
Transferability of the Units is restricted and investors will likely not be able to liquidate their investment in the
event of an emergency. Additionally, the Units may not be readily acceptable as collateral for loans.
Accordingly, purchase of the Units must be considered a long-term, illiquid investment. Each component of
the Units will carry the following restrictive legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR CERTAIN APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR
RESALE. THESE UNITS MAY NOT BE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER FEDERAL AND STATE
SECURITIES LAWS.
Private Offering Exemption
The Units are being offered in reliance upon a non-public offering exemption provided under the Securities
Act of 1933 (the "Act"), Regulation D promulgated thereunder. The Company has used its best efforts to
assure compliance with the requirements of these various registration and qualification exemptions. Since
compliance with the securities statutes is highly technical and often difficult, there is no assurance that a
court reviewing the facts and circumstances of the Offering might not determine later that one or more of the
applicable exemption provisions was not properly complied with. Should it be determined that the Company
failed to comply with the requirements of the Act or any applicable exemption and a sufficient number of
investors were to seek rescission, the Company could face financial demands which could adversely affect
its ability to continue to conduct business which, in turn, could result in adverse consequences to both
rescinding and non-rescinding investors.
Government Regulation and Legal Uncertainties
The Company is subject to government regulation, other than laws and regulations applicable to businesses
generally, and there are currently few laws or regulations directly applicable to the Company.
No Limitation on Indebtedness
The organizational documents of the Company do not contain any limitation on the amount or percentage of
indebtedness, funded or otherwise, the Company might incur. Accordingly, the Company and its Subsidiaries
could become more highly leveraged, resulting in an increase in debt service that could adversely affect its
ability to make expected distributions to its stockholders and result in an increased risk of default on its
obligations.
Risks Associated with the Company
Control by Manager, members, and their affiliates.
As of April 2, 2010, the Company’s Manager, members, and their affiliates beneficially owned approximately
100% of the Company’s outstanding Units. As a result, these members, acting together, would be able to
significantly influence many matters requiring approval by the members of the Company, including the
election of managers. These Units are available for sale in accordance with Rule 144. Rule 144 provides, in
essence, that a Unit Holder who is an affiliate of the Company, after holding restricted securities for a period
of one year, may, every three months, sell them in an unsolicited brokerage transaction in an amount equal
to 1% of the Company's outstanding Units, or the average weekly trading volume, if any, during the four
weeks preceding the sale. Non-affiliated Unit Holders holding restricted securities are not subject to the 1%
Page 47 of 56

limitation and may sell unlimited amounts of Units they own, under certain circumstances, after a one-year
holding period. If a substantial part of the Units, which can be sold were so sold, the price of the Company's
Units might be adversely affected.
Remuneration of Manager, members, and Senior Management
Compensation received by Manager, members and management personnel of the Company and its
subsidiaries will be determined from time to time by the members of the Company. Manager, members, and
management personnel of the Company and its subsidiaries will be reimbursed for any out-of-pocket
expenses incurred on behalf of the Company.
Receipt of Compensation Regardless of Profitability
The Manager, members, and employees of the Company and its subsidiaries may receive significant
compensation, payments, and reimbursements regardless of whether the Company or its Affiliates operates
at a profit or at a loss.
Conflicts of Interest
Some of the members of the Company are employed independently of the Company and those persons may
engage in other activities.
The Manager of the Company is accountable to the Company and the Company's Unit Holders as fiduciaries
(subject to the restrictions set forth in the paragraph entitled "Limitation on Liability of Manager, members of
the Company" above), which requires that the Manager and members exercise good faith and integrity in
handling the Company's affairs. Moreover, the Manager, members of the Company believe that the
Company will have sufficient staff, consultants, employees, agents, contractors, and managers to adequately
conduct the business of the Company.
DETERMINATION OF OFFERING PRICE
The purchase price of the Units has been determined by the Company after consideration of a number of
objective and subjective factors, and does not necessarily relate to the assets, book value, results of
operations, or other established criteria of value of the Company and its subsidiaries. Among the factors
considered in determining the offering price were the future prospects of the Company, sales, earnings, the
capital requirements of the Company, certain other financial and operating information of the Company and
other financial and operating information of companies engaged in activities similar to those of the Company.
The price of the Units does not necessarily indicate current market value for the assets owned by the
Company or its subsidiaries. No valuation or appraisal has been prepared for the business and potential
business expansion of the Company or its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company’s business, results of operations and financial condition are subject to many risks, including
those set forth in the Risk Factors section. Certain statements contained in this report, including without
limitation statements containing the words “believes,” “anticipates,” “expects,” and words of similar import,
constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. The
Company has made forward-looking statements in this report concerning, among other things, the impact of
future acquisitions and developments, if any, and the level of future capital expenditures. These statements
are only predictions, however; actual events or results may differ materially as a result of risks facing the
Company. These risks include, but are not limited to, those items discussed in the Risk Factors section.
Certain of these factors are discussed in more detail elsewhere in this report. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as
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of the date of this report. The Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements contained herein to reflect
future events or developments.
NOTE: In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated
by the management. In reviewing this Memorandum, potential Investors should keep in mind other potential
risks that could be important, although not mentioned or anticipated.
DESCRIPTION OF SECURITIES
Authorized Capital, Unit Holders and Investors
The authorized capital of the Company consists of 200,000,000 Units, 100,000,000 (50%) of which have
been issued to existing members. Unit Holders do not have the right to take part in the management or
control of the business or affairs of the Company, to transact any business for the Company or to sign for or
bind the Company as set forth in the operating agreement. Unit Holders have the right to vote on any matter
properly brought before the Unit Holders as set forth in the operating agreement.
Limited Liability of Investors
No Investor will be personally liable as an Investor for any of the debts, or liabilities of the Company.
Transfer of Units
Until registration, the Units offered herein and hereby will be deemed “restricted securities” under federal and
state law securities laws and may not be sold, transferred, or otherwise disposed of except under certain
limited circumstances and conditions. The Company has no plans to register the Units.
Additional Information
During the course of the Offering and prior to any sale, each offeree of the Units and his or her professional
advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to
obtain any additional information necessary to verify the accuracy of the information set forth herein. Such
information will be provided to the extent the Company possess such information or can acquire it without
unreasonable effort or expense.
Each prospective investor will be afforded, and should seek, the opportunity to obtain any additional
information which such prospective investor may reasonably request, to ask questions of, and to receive
answers from, the Company or any other person authorized by the Company to act, concerning the terms
and conditions of the Offering, the information set forth herein and any additional information which such
prospective investor believes is necessary to evaluate the merits of the Offering, as well as to obtain
additional information necessary to verify the accuracy of information set forth herein or provided in response
to such prospective investor's inquiries. Any prospective investor having any questions or desiring additional
information should contact:

917-549-5388
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Exhibit B

Investor Questionnaire
Gentlemen/Ladies:
The following information is furnished to you in order for you to determine whether the
undersigned is qualified to invest in the above referenced company pursuant to Section 4(2) and
Regulation D of the Securities Act of 1933, as amended (the “Act”), and appropriate provisions of
applicable state securities laws. I understand that you will rely upon the following information for
purposes of such determination, and that the Units will not be registered under the Act in reliance upon the
exemption from registration provided by Section 4(2) and Regulation D of the Act, and appropriate
provisions of applicable state securities laws.
Please complete, sign, and date this Questionnaire, and deliver it to the Company. Your answers will be
kept strictly confidential. Each prospective investor agrees that the Company may present this
Questionnaire or a copy hereof to its attorneys or such other parties as the Company deems appropriate in
connection with a subsequent offering, if any, of Units. If Units are subsequently offered and sold, you
agree to reaffirm or update this questionnaire (if the information you provided has changed) so that the
Company can be assured that any such offering and sale will not result in a violation of the registration
provisions of the Securities Act of 1933, as amended ("Securities Act"), or a violation of the securities or
"blue sky" laws of any state.
Please print or type:
1. General Information
Name:
________________________________________________________________________
Spouse's
Name: ___________________________________________________________________
Home
Address: _________________________________________________________________
Date of Birth: __________________________________
Home Telephone: ______________________________
Business Address:
_______________________________________________________________
_______________________________________________________________
Business Telephone:
_______________________________________________________________
Occupation:
_____________________________________________________________________
Page 50 of 56

Position:
______________________________________________________________________
Duties and Responsibilities:
________________________________________________________
2. Income
(a) Individual income for the two most recent years?
2008: [ ] less than $200,000 [ ] $200,000 – 500,000 [ ] Over $500,000
2009: [ ] less than $200,000 [ ] $200,000 – 500,000 [ ] Over $500,000
(b) Joint income for the two most recent years?
2008: [ ] less than $300,000 [ ] $300,000 – 500,000 [ ] Over $500,000
2009: [ ] less than $300,000 [ ] $300,000 – 500,000 [ ] Over $500,000
(c) Reasonably anticipated individual income for this year?
2010: [ ] less than $200,000 [ ] $200,000 – 500,000 [ ] Over $500,000
(d) Reasonably anticipated joint income for this year?
2010: [ ] less than $300,000 [ ] $300,000 – 500,000 [ ] Over $500,000
3. Net Worth
(a) Individual net worth?
[ ] less than $1,000,000 [ ] $1,000,000 – 5,000,000 [ ] over $5,000,000
(b) Joint net worth?
[ ] less than $1,000,000 [ ] $1,000,000 – 5,000,000 [ ] over $5,000,000
4. Investment Experience
Please describe briefly your prior investment experience in both marketable and unmarketable
securities. If none, please state so.
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Page 51 of 56

____________________________________________________________________________
5. Investment Knowledge
I have such knowledge and experience in financial and business matters that I am capable of
evaluating the merits and risks of an investment in the Units and do not desire to use an
Investor Representative in connection with evaluating such merits and risks. I understand,
however, that the Company may request that I use an Investor Representative.
[ ] Yes [ ] No
6. Investors other than Natural Persons
(Applicable only to corporations, partnerships, trusts or other similar entities)
(a) Type of entity:
[ ] Corporation
[ ] Partnership
[ ] Trust
[ ] Other (specify)
_________________________________________________________
(b) Date of Formation:
________________________________________________________________
(c) IRS Employer Identification Number:
________________________________________________________________
(d) Number of Unit Holders, partners, or beneficiaries:
____________________________________
(e) Was the entity organized for the specific purpose of acquiring the Units?
[ ] Yes [ ] No
(f) The entity had in 2009, and expects to have in 2010, income (before deductions related to
investments) a portion of which was or will be taxable at the maximum rate for federal income
tax purposes (________% in 2009 and ________% in 2010).
[ ] Yes [ ] No
(g) Total Assets: $___________ Net worth: $___________
(h) Please attach a copy of the relevant document: article or certificate of incorporation,
partnership or trust agreement, or other organic document.
The foregoing statements are true, accurate, and complete to the best of my information and
belief, and I hereby agree to notify promptly, and supply corrective information to, the Company
if, prior to the consummation of any purchase of subsequently-offered Units, any of such
information becomes inaccurate or incomplete.
Page 52 of 56

______________________________________ _____________________________________
Please Print Name: Please Print Name:
______________________________________ _____________________________________
Signature(s) of Prospective Investor(s) Signature(s) of Prospective Investor(s)
______________________________________ _____________________________________
Please Print Name: Please Print Name:
______________________________________ _____________________________________
Signature(s) of Prospective Investor(s) Signature(s) of Prospective Investor(s)
Executed at ______________________________________ (City/County), ________________ (State) on

this ________ Day of _______________ 2010.
Page 53 of 56

Exhibit C
Subscription Agreement
I hereby agree to purchase __________________Units of ELECTRICITY ON LOCATION MANHATTAN,

LLC, a Florida Limited Liability Company (the “Company”), at a purchase price of $0.10 per Unit for a total
purchase price of $_________________________________________ in fulfillment of the obligation to
make such a purchase, I hereby tender the full subscription amount in the form of a check, draft, or money
order payable to the Escrow Agent.
Conditions to Receipt and Acceptance:
This agreement shall be deemed accepted by the Company upon execution of the “Receipt and
Acceptance” below. After that time, I will possess all the rights and powers of a Unit Holder in the
Company.
Representations:
I hereby acknowledge and represent that:
(a) I have by virtue of personal or business contacts and/or a personal or business relationship to the
Company, access to all business and financial information pertaining to the Company that I deem
material to an informed investment decision.
(b) I have been advised and am aware that the Units to which I have subscribed will not be registered
under the Securities Act of 1933 or any state securities lows on the grounds that the issuance of such
Interests is exempt from the registration provisions of those laws.
(c) I have been advised and understand that I must continue to bear the economic risks of ownership of the
Units between 3 and 5 years, because the Units have not been registered under the Securities Act of
1933 or the securities laws of any state and, accordingly, cannot be sold unless it is so registered or
exemptions from registration are available.
(d) I have received and read a copy to the Private Placement Memorandum dated April 2, 2010, and am
familiar with the terms of the offering, including but not limited to the fact the current Unit Holder shall be
the majority Unit Holder and Manager of the Company.
(e) I understand the risks of an investment in the Company. I have consulted with an attorney or accountant
to the extent I deemed it necessary in reviewing this investment. I have been advised and understand
that ELECTRICITY ON LOCATION MANHATTAN, LLC, has reserved the right to purchase my Unit(s)
at its note book value
(f) I have had an opportunity to question the principals of the Company as to all matters which I deem
material and relevant in my decision to make an investment in the Company and have had the
opportunity to obtain any and all additional information necessary to verify the accuracy of the
information received or any other supplemental information which I deem relevant to make an informed
investment decision.
(g) I have such knowledge or experience in business and financial matters, or competent professional
advise concerning the Company, that I am capable of evaluating the merits and risks of the prospective
investment Units.
Page 54 of 56

(h) I have sufficient net worth and annual income to be able to bear the substantial economic risks of this
investment, including the complete loss of my investment. I have adequate means of providing form my
current needs and personal contingencies, and have no need for liquidity in this investment.
(i) I am an ‘accredited investor’ defined by the SEC elsewhere in this document or I am one of 35 non-
accredited investors allowed to purchase Units in the Company.
(j) I am purchasing the Units for my own account for investment only and not as a nominee for others; I am
not purchasing such interests with an intention or a view toward resale, transfer or distribution thereof,
and will not, in any event, resell or otherwise transfer such interest within twelve months after the date
of purchase.
(k) I am duly authorized and empowered to legally represent and bind the principal, person, trust,
corporation, or other entity, if any, named below, as the subscriber for the Units.
(l) If a corporate or other entity, the subscriber was not formed for the specific purpose of making this
investment.
(m) I am a resident of the State of _________________________________________________________.
IN WITNESS WHEREOF, I have this Agreement on the __________________ day of ______________,

2010.
How each Unit is to be held:
Print Subscriber’s Name:

___________________________________________________________________
( ) Individual
( ) Corporation
( ) Joint Tenants WROS
( ) Specify
Signature of Subscriber:
____________________________________________________________________
Mailing Address:
__________________________________________________________________________
City, State, and Zip Code:

___________________________________________________________________
Social Security or Federal I.D. Number:

________________________________________________________
RECEIPT AND ACCEPTANCE
ELECTRICITY ON LOCATION MANHATTAN, LLC., hereby acknowledges receipt from the subscriber of
$__________________, for (# of Units)_____________Units and accepts such applicant’s above
subscription.
Page 55 of 56

By: _________________________________________________________
Date: ______________________
(Title)
Page 56 of 56

EOLM PPM-V1.09.3 - 02apr10

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NOT TO BE REPRODUCED OR DISTRIBUTED

REVISED April 2, 2010

ELECTRICITY ON LOCATION MANHATTAN, LLC

Electricity on Location Manhattan, LLC

Table of Contents Page 17

This Offering Memorandum is Dated April 2, 2010

NOTES TO COVER PAGE

This Offering Memorandum is Dated April 2, 2010

[THIS SPACE INTENTIONALLY LEFT BLANK]

This Offering Memorandum is Dated April 2, 2010

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION

THIS MEMORANDUM AND ATTACHMENTS CONTAIN SUMMARIES, BELIEVED BY THE COMPANY TO

This Offering Memorandum is Dated April 2, 2010

THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND

A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM,

THIS OFFERING MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION

INQUIRIES REGARDING THIS MEMORANDUM SHOULD BE DIRECTED TO THE COMPANY:

ELECTRICITY ON LOCATION MANHATTAN, LLC

700 South Federal Highway, Suite 200

This Offering Memorandum is Dated April 2, 2010

THIS DOCUMENT CONTAINS FORWARD LOOKING STATEMENTS RELATING TO SUCH MATTERS AS

[THIS SPACE INTENTIONALLY LEFT BLANK]

This Offering Memorandum is Dated April 2, 2010

THE UNITS MAY NOT BE RESOLD BY AN INVESTOR EXCEPT IN A TRANSACTION WHICH IS

NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND

PROJECTIONS MAY BE CONTAINED IN THIS MEMORANDUM AND ANY OTHER PROJECTIONS

This Offering Memorandum is Dated April 2, 2010

1. NOTICE TO ALABAMA RESIDENTS ONLY:

2. NOTICE TO ALASKA RESIDENTS ONLY:

3. NOTICE TO ARIZONA RESIDENTS ONLY:

4. NOTICE TO ARKANSAS RESIDENTS ONLY:

This Offering Memorandum is Dated April 2, 2010

5. FOR CALIFORNIA RESIDENTS ONLY:

6. FOR COLORADO RESIDENTS ONLY:

7. NOTICE TO CONNECTICUT RESIDENTS ONLY:

8. NOTICE TO DELAWARE RESIDENTS ONLY:

10. NOTICE TO FLORIDA RESIDENTS ONLY:

This Offering Memorandum is Dated April 2, 2010

11. NOTICE TO GEORGIA RESIDENTS ONLY:

12. NOTICE TO HAWAII RESIDENTS ONLY:

13. NOTICE TO IDAHO RESIDENTS ONLY:

14. NOTICE TO ILLINOIS RESIDENTS:

15. NOTICE TO INDIANA RESIDENTS ONLY:

This Offering Memorandum is Dated April 2, 2010

16. NOTICE TO IOWA RESIDENTS ONLY:

17. NOTICE TO KANSAS RESIDENTS ONLY:

18. NOTICE TO KENTUCKY RESIDENTS ONLY:

19. NOTICE TO LOUISIANA RESIDENTS ONLY:

20. NOTICE TO MAINE RESIDENTS ONLY:

This Offering Memorandum is Dated April 2, 2010

21. NOTICE TO MARYLAND RESIDENTS ONLY:

22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY:

23. NOTICE TO MICHIGAN RESIDENTS ONLY:

24. NOTICE TO MINNESOTA RESIDENTS ONLY:

25. NOTICE TO MISSISSIPPI RESIDENTS ONLY:

This Offering Memorandum is Dated April 2, 2010

26. FOR MISSOURI RESIDENTS ONLY:

27. NOTICE TO MONTANA RESIDENTS ONLY: