INVESTOR RELATIONS
INVESTMENT OPPORTUNITY June, 2005
AgSCAN Inc. has created a new Limited Liability Company (LLC) named AgSCANNER LLC, organized in the State of Nevada. This new LLC is formed for the specific purpose of funding the design, construction and equipping of a unique x-radiation food processing facility at San Luis Obispo, California. At this facility there are to be demonstrations of X-ray processing for prospective customer products. This processing is performed on customer's commodities to achieve food pasteurization, post harvest treatment to eliminate pests, and thereby improve food safety and preservation of foods entering the United States markets, and then Globally. Please refer to the AgSCAN Inc. website - www.agscan.net for additional information.
A major development program at this facility will be demonstrating a proprietary process for remediation agricultural soil as a pre-planting operation to kill nematodes, bacteria, fungi and weed seed. The success of this innovative, novel process will be the single best commercial replacement for methyl bromide in all its current applications, in both the food and agriculture industries, and thereby bring benefits to local environments and the global atmosphere through the elimination of a chemical that contributes to depletion of the global ozone layer.
Another planned project will have AgSCANNER demonstrate x-ray imaging of pallets of food products in order to detect contraband within food packages. This service will be applied to pallets that are introduced to commercial x-radiation processing for pasteurization and post harvest dis-infestment to meet quarantine requirements. Imaging will be performed, digitally recorded, archived and the provided to the U.S. Customs Service of the Immigration and Customs Enforcement Division of the Department of Homeland Security. It will be possible to image 100% of food entering U.S. markets as opposed to actual current inspection level of 1-2%. AgSCANNER customers of x-ray pasteurization and post harvest treatment will pay for these services, allowing AgSCANNER to charge only a nominal fee to the U.S. Government, willet government is not required to make any capital outlays. With this service, AgSCANNER will greatly increase food safety, preservation, pest control and homeland security, all in one operation. AgSCANNER LLC will pursue marketing of this unique security service to have it required at every point of entry into the U.S. where foods are imported.
AgSCANNER LLC is seeking a research partnership with the California Polytechnic University at San Luis Obispo, California. Such a partnership will make it possible to undertake joint grant research and to acquire the scientific and intellectual confirmation of this new process which will help move it quickly to commercialization.
AgSCANNER LLC is seeking additional members to provide the monetary contributions totaling $5.6 million to be used in the design, construction and equipping of the first facility located at San Luis Obispo. An additional funding of $10 million will be required to develop and build prototype units for demonstrating x-ray soil fumigation in actual agricultural fields as an ideal replacement for methyl bromide.
AgSCANNER LLC has set the minimum Member Contribution at $ 10,000.00. Amounts in multiples of the minimum are welcomed, and there is no cap or limit on the total Member Contribution.
Members in AgSCANNER LLC will directly benefit as the company will be taxed as a Sub-Chapter S Corporation while being organized as a limited partnership. That is, gains and losses are distributed directly to individual members, in direct proportion to the Member's Contribution, to be included in their personal income tax returns, while the company has no Federal Income Tax obligation.
The Managing Member of the AgSCANNER LLC is AgSCAN Inc. AgSCAN has prepared an Operating Agreement for AgSCANNER LLC. This agreement defines the various requirements of each member of the LLC, duties of the Managing Member, and the prospect of the Managing Partner purchasing Member accounts at a point in the future.. It is probable that such a "buyout" by AgSCAN Inc. would be an exchange of member accounts for shares of common stock of AgSCAN Inc. By this exchange, members would become shareholders of AgSCAN Inc. common stock which will entitle them to participation in all future profits of AgSCAN Inc. as it builds and operates additional X-radiation facilities.
Finally, the Managing Member, AgSCAN Inc., suggests that the appropriate exit strategy for all investors will be a future Initial Public Offering by AgSCAN Inc or a complete buyout by a major company.
AgSCAN Inc. encourages the reader of this Web Site to request a full business plan for AgSCANNER LLC, Limited Liability Company Offering prepared by AgSCAN Inc. Please fill out the following form (below), and submit to AgSCAN Inc. A copy of the business plan will be sent to you, which will include the Operating Agreement, the Endorsement of AgSCANNER LLC Operating Agreement, and Subscription to Membership in AgSCANNER LLC, which are to be completed, signed and returned to AgSCAN Inc. upon your decision to become a Member. Please complete and sign the Non-Disclosure Agreement found in the Plan, and return all documents to AgSCAN Inc., PO Box 1281, Carpinteria, CA 93014-1281.
AgSCAN Inc. greatly appreciates your review of AgSCANNER LLC, A Limited Liability Company Offering, and especially your decision to join AgSCANNER LLC. Together we can bring important changes to the agriculture and food industries.
Copyright 2006 AgSCAN Inc.
