$1,000,000

Stock Offering

A Confidential Stock Offering Memorandum

by 

XYZ, INC.

A __________ corporation

2,000,000 Shares of $.50 Value Common Stock

Minimum Investment $50,000

XYZ, Inc., a __________ corporation (the “Company”), is offering up to 2,000,000 shares of its common stock for a purchase price of $.50 per share (the “Offering”). The Offering is a best efforts offering, and there will be no escrow of funds. The minimum investment is $50,000, although the Company may allow for sales of less than the minimum investment.

THE SECURITIES ARE BEING OFFERED BY THE COMPANY PURSUANT TO THE EXEMPTION FROM REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE ”ACT”), AND RULE 506 OF REGULATION D PROMULGATED THEREUNDER, FOR CERTAIN LIMITED TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING.  NO APPLICATION TO REGISTER THE SECURITIES OFFERED HEREBY AND NO REGISTRATION STATEMENT HAS BEEN OR WILL BE FILED WITH THE SEC OR ANY STATE SECURITIES OR SIMILAR REGULATORY COMMISSION HAVING JURISDICTION OVER THESE TRANSACTIONS.  CERTAIN NOTICES WILL BE FILED FOR THE PURPOSE OF CLAIMING AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL SECURITIES LAWS AND “BLUE SKY” LAWS OF CERTAIN STATES.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A VERY HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION.  THE SECURITIES OFFERED HEREBY SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.  SEE “RISK FACTORS” AND “SUITABILITY STANDARDS FOR INVESTMENT.”

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, 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 THE OFFERING DOCUMENTS.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                                                   Offering                  Maximum                   Gross Proceeds

                                                   Per Share                Shares Offered                      to the Company1

Offering2                                      $.50                                    2,000,000                       $1,000,000

1 Exclusive of expenses and fees associated with this Offering, which is estimated to be $25,000, all of which may be paid from the proceeds of the Offering. Officers, directors, and employees of the Company are not eligible to receive commissions or any type of finders’ fee. 

2 The offering period will begin May 1, 2005 and will expire on April 30, 2006, but may be extended by the Board, in its discretion, to December 28, 2006 (the “Termination Date”). All funds received from prospective investors will be deposited in the Company’s general operations account as subscriptions are approved and accepted.

The Date of this Memorandum is May 1, 2005.