CONFIDENTIAL MEMORANDUM (THE "MEMORANDUM") AND ITS CONTENTS ARE THE
PROPERTY OF EPIC WEAPONS, INC.
THE INFORMATION CONTAINED IN THIS MEMORANDUM IS
INTENDED TO ALLOW THE RECIPIENT HEREOF TO EVALUATE THE MERITS AND RISKS OF
BECOMING A SHAREHOLDER OF THE COMPANY.
BY ACCEPTING DELIVERY OF THIS
MEMORANDUM, THE RECIPIENT AGREES TO RETURN THIS MEMORANDUM AND ALL RELATED
DOCUMENTS, IF ANY, TO THE COMPANY UPON REQUEST.
ANY DISTRIBUTION OF THIS
MEMORANDUM WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY MAY RESULT IN A
VIOLATION OF FEDERAL OR STATE SECURITIES LAWS AND IS THEREFORE PROHIBITED.
OFFERING ONLY TO NAMED OFFEREES; SUBJECT TO MODIFICATION BY THE COMPANY
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OF SECURITIES TO ANY PERSON OTHER
THAN THE NAMED OFFEREES.
THIS OFFERING IS MADE SUBJECT TO WITHDRAWAL,
CANCELLATION OR MODIFICATION BY THE COMPANY WITHOUT NOTICE.
POSSIBLE LOSS OF INVESTMENT
2
THE SECURITIES ARE BEING OFFERED IN A PRIVATE PLACEMENT TO A LIMITED NUMBER OF
ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NO ONE SHOULD INVEST IN THE UNITS WHO DOES NOT HAVE ADEQUATE
FINANCIAL MEANS TO BEAR THE LOSS OF HIS, HER OR ITS ENTIRE INVESTMENT.
NO MARKET FOR THE UNITS; LIMITATIONS ON TRANSFER
THE UNITS AND THEIR UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER UNITED
STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF
SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR
COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE, AT
ITS OPTION, AN OPINION OF THE SHAREHOLDER'S COUNSEL, IN A FORM ACCEPTABLE TO THE
COMPANY, THAT NO VIOLATION OF FEDERAL SECURITIES LAWS WOULD RESULT FROM ANY
PROPOSED TRANSFER OR ASSIGNMENT.
ALTHOUGH THE COMPANY MAY IN THE FUTURE OFFER ITS SECURITIES TO THE PUBLIC, IT IS
NOT CURRENTLY ANTICIPATED THAT ANY PUBLIC MARKET FOR THE UNITS OR THEIR
UNDERLYING SECURITIES WILL DEVELOP. CONSEQUENTLY, SHAREHOLDERS MAY NOT BE ABLE
TO LIQUIDATE THEIR INVESTMENT IN THE EVENT OF AN EMERGENCY OR FOR ANY OTHER
REASON. IN ADDITION, THE UNITS OR THEIR UNDERLYING SECURITIES MAY NOT BE READILY
ACCEPTABLE AS COLLATERAL FOR A LOAN. A PURCHASE OF THE UNITS SHOULD BE
CONSIDERED ONLY AS A LONG-TERM INVESTMENT.
DOES NOT CONSTITUTE LEGAL OR TAX ADVICE
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM, OR
ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS,
EMPLOYEES OR REPRESENTATIVES AS LEGAL OR TAX ADVICE OR AS INFORMATION
NECESSARILY APPLICABLE TO ANY PROSPECTIVE INVESTOR'S PARTICULAR FINANCIAL
SITUATION. EACH INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN FINANCIAL ADVISOR,
COUNSEL AND ACCOUNTANT AS TO TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT.
LIMITATION ON INFORMATION AND REPRESENTATIONS
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
MEMORANDUM. INFORMATION OR REPRESENTATIONS NOT CONTAINED