DAMPS I LP Private Offering Circular

Feb. 15, 2003

General Partner Update 6/25/04
See Attachment

General Partner Introduction

Senior DAMPS I Advisory Board Member
Bill Walton Introduction

Our Prayers go out to the families
of the Space Shuttle Columbia
Columbia Poem


 

I. Risk Disclaimer

A. DAMPS I Limited Partners have no liability from their investment.

B. The General Partner has sole liability.

C. As with any investment it is recommend that you examine us fully and/or speak with a professional regarding all investments with risk.

D. Management projections are researched and believed to be realistic, within the $ 50 billion worldwide footwear industry.
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E. All Management Representations herein are believed to be true and accurate and management is solely responsible for their representation.

II. General Partner Notes

As CEO/General Partner, DAMPS I offers to the most prudent investment subscribers, a rare feel, a step into the future of advanced suspension/propulsion walking footwear technology. It is called DAMPS!
Herein, I will further address the building platform essential for the offering subscriber’s qualified, accredited participation. The General Partner has the sole right to make such an offering.

Offering subscribers may participate as a Limited Partner or as a second General Partner in the DAMPS I LP Private Offering.

III. The $ 5.2 Million DAMPS I LP Offering

A. Capitalized for management marketing and manufacturing implementation, first round as per the business plan. Secondary offerings to be determined.

IV. Valuation

A. The DAMPS I LP has been historically investment valued at $ 20 million dollars. This offers 70 current investors a realistic projected return on their very early, very high risk and very visionary investment. We look forward to taking our next steps with an equally visionary subscriber or subscribers, that clearly recognize what we bring to the table and what DAMPS offers to the future.

B. With the demonstration of SEMS Smart boot prototypes for USSOCOM and Special Operation Forces (SOF), DAMPS I LP Valuation will be qualified higher.

C. The General Partner has equity to offer subscriber’s in exchange for $ 5.2 million.

D. If agreed, for subscriber second round offerings participation above the $5.2 additional money management would designate to marketing for further technology market branding.

E. Valuation Substantiations


a. Ongoing DAMPS Intellectual Property (IP) & DAMPS trademark branding.
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Utility # 5, 502,901

b. Viable Licensing and Management Sales Projections
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c. Market Share viability military and commercially, internationally.

d. DAMPS.com & DAMPS Full Service Retailing
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e. Historic “Footwear Technology” Market Performance

f. Ancillary DAMPS Magnetic Suspension/Propulsion Technology

1) DC Power Generation
2) Advanced suspension/propulsion technology
3) DAMPS High Gravity (HG) for Navy Seals Mark V Assault Vessels
4) Pulsion Motor Power Generation
5) Resilience Materials Group
6) Shock Mitigation Spin-off’s



g. Strategic Relationships

h. Bill Walton
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i. Equity based Virtual Management Team
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j. No Law Suits

V. DAMPS I LP a Regulation D Rule 506, No Cap Limited CA Partnership (LP) [ Not to Exceed 35 Non accredited investors ]

A. DAMPS I LP has 70 investors in various classification recorded and does not exceed the 35 rule investor guideline. A California Partnership.
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B. With a 506, there is no cap to the amount of money that can be raised which sets allowances for future rounds of private offering funding.

C. Blue Sky Laws
All applicable Blue Sky Law pertains, regarding investment across state lines. DAMPS I LP Now Registered in Arizona.

D. B&B Technologies LP is the R&D Management Partnership for the DAMPS I LP.

E. DAMPS I LP has a 1% minority ownership in B&B Technologies LP

F. All R&D is Pledged to DAMPS I LP First right of refusal.

G. Jeffrey W. Brown is the sole General Partner for DAMPS I LP and B&B Technologies LP.

VI. 100% Equity Breakdown DAMPS I LP

A. There is a 100% ownership of DAMPS I LP. Cash equity is the only equity that counts against the GP’s total equity as it relates to any voting issue.

B. The General Partner is authorized to write such an offering at this time.

C. A Living Will and General Partner Power of Attorney have been recorded.

VII. DAMPS I LP Partnership Equity Classifications

A. General Partner (GP) Equity

B. Cash equity ( including loans )

C. Gift Equity

D. Management Equity

G. DAMPS I LP Self Liquidating Equity Options

H. Supplemental Equity Available
DAMPS I LP has 70 investors who have invested capital since 1988. The General Partner has spoken with investors that may also be willing to offer secondary limited partner equity for sale, with consent of the General Partner.


VIII. Distributions

A. Limited partners, investor revenues earned from the sale of DAMPS technology footwear, on damps.com Full Service Retailing will distributed on an annual basis beginning one year from day of start of manufacturing, or the first profitable quarter as available.

B. As a license agreement is capitalized there will be distributions from license income earned as available.

C. There will be a one time, capped debt pay down to DAMPS I LP included with the offering.

IX. Tax Matters

Any elections required to be made in computing profits and losses shall be made by the Managing General Partner. The net profits and net losses shall be allocated to the partners in accordance with their percentage interests. Each prospective investor should consult his, her or its own tax advisor for advice concerning the federal and state consequences to him, her or it of any investment in the partnership.

X. International Partnerships

International Partnerships will be viewed on a case by case offering basis.

XI. IPO Exit Strategy

As directed, a later stage IPO may be utilized to spin off ancillary technology markets.

XII The First Step Diligence

A. Link To  as it represents the partnership, Online Private Placement Memorandum (OPPM).

B. To view the business plan, please download the Non Disclosure Agreement (NDA). A company officer or qualified subscriber must sign and fax to (480) 733-2509. Call (619) 889-6397 first to engage fax.
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C. Upon receipt of the NDA, the passwords will be provided to view the business plan and other confidential documentation.
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D. If there any question please email the General Partner ceo@damps.com or call (619) 889-6397. Thank you.


Coming Soon

http://www.damps.com/retailing.htm

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