PELS Prospectus

Patent # 6,222,484

PELS™Personal Emergency Location System

Improved man overboard tracking system offering faster and more precise location coordinates

Table of Contents

I Product Opportunity Summary 1

II Competitive Landscape

Competitive Advantages / Breakthrough Opportunity 5

Product Features and Benefits 7

Market Comparison 9

Comparable Established Products 10

Referenced Patented Products 13

III Industry & Market Analysis

Industry Size and Trends 14

Target Market Analysis 16

Distribution Channels 18

IV Product Analysis

Product Specifications 19

Estimated Manufacturing Cost 20

Expected Pricing 20

Patent Value Enhancement 20

V Financial Forecast

Five-Year Pro Forma 21

VI Licensing Opportunities & Patent Information

Patent Information 23

Exhibit Summary 24

Disclosure Statement 28

COPYRIGHT 2008 MILLENNIUM MARKETING GROUP, LTD. ALL RIGHTS RESERVED.

I Product Opportunity Summary

This prospectus introduces the Personal Emergency Location System or PELS™, a

newly patented technology available for licensing. PELS™ is a dynamic new

emergency notification system specifically designed for immediate alert, location and

identification of a man overboard. This system employs small, battery-powered units

worn by individuals at risk of falling overboard. These personal units are equipped with

a GPS receiver and processor for determining the person’s GPS coordinates and an RF

transmitter for sending an RF emergency signal with the GPS coordinate data to a

nearby vessel. This improved tracking system is ideal for recreational boaters,

commercial fishermen, military personnel, cruise ships and more. Use of PELS™

means quicker reaction time which is critical in executing a successful man overboard

(M.O.B.) rescue.

Having a crew overboard incident represents a nightmare emergency for anyone at sea.

Every person that works or plays on a marine vessel is at danger of falling overboard.

M.O.B is the worst of marine catastrophes as it accounts for 80% of all deaths at sea.

Prevention of man overboard incidents is a major priority for seamen. Getting a

crewmember out of the water quickly after a fall overboard is a huge priority and time is

not on the side of the operation. Exhaustion, fatigue, cold water, and injury literally make

recovery a race against death.

PELS™ aids in the quick recovery of a M.O.B as it immediately alerts all nearby

GMDSS equipped vessels and aircraft that someone has fallen overboard and

effectively transmits a victim’s position to them, allowing for timely location and

ultimately, successful rescue. PELS™ uses a GPS receiver to process the person’s

location and then broadcasts the distress signal and GPS position using standard VHF

GMDSS radio and an identification string.

Transmission of location coordinates is extremely important because it takes a

substantial amount of time to slow a ship, especially a large ship such as a cruise ship,

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and conduct a maneuver to put the ship back on the reciprocal course. The ship could

be thousands of yards away before beginning the approach back to where the M.O.B.

incident took place. By this time, the person overboard is out of sight and difficult to find.

PELS™, unlike other M.O.B tracking systems in use today, facilitates an immediate

signal to the vessel they have fallen from that someone is overboard and ID’s that

person. In addition, this emergency signal can be received by any SOLAS equipped

vessel and SAR equipped aircraft. This immediate signal not only provides instant alert

of a M.O.B. event but allows the captain and crew to focus on rescue efforts instead of

beginning what can be an exhaustive search procedure. Knowing the exact location of a

M.O.B. is crucial for successful recovery because individuals lost overboard are

extremely hard to see, even when close.

Any vessel equipped with GMDSS can accept a distress call from a PELS™ device and

receive the RF emergency signal and the person’s GPS coordinate data. The base

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vessel is equipped with a GPS system that can be updated with the most current GPS

data which allows for accurate calculation of an approach vector to the person’s

position. All communications are handled in the GMDSS/DSC signal format which is

standard and considered preferred by the International Maritime Organization (IMO).

Everyone at sea should wear PELS™ so that in the event that person is lost overboard

at sea they can be easily located. The personal unit being worn by the M.O.B is

equipped with a GPS receiver and processor which determine the person’s location and

an RF transmitter that broadcasts an RF signal with the GPS data. This unit sends an

emergency signal until an acknowledgment signal is received from any nearby GMDSS

radio, after which the personal unit goes into a “receive-only” mode to reserve battery

power. The unit is equipped with an indicator which tells the M.O.B. that their distress

signal has been received. This indicator can be a light and/or sound. This feature is

important as it fulfills the critical function of letting the person in distress know that help

is on the way. When not in active use the personal units can be updated with up-to-date

almanac-ephemeris data, to quicken the GPS processing.

The RF format that is sent with the GPS coordinates is formatted as a digitized data

packet transmitted at 156.525 MHz, meeting all IMO specifications for digital emergency

radio communications (DSC/GMDSS).

The target market for PELS™ is extremely large and encompasses virtually every

recreational boater as well as every person and every company who work on marine

vessels. This market includes, but is not limited to:

Commercial Marine Industry

Recreational boating

Oil and gas

Ports, Wharfs and loading facilities

Coast Guard

Military

Airmen

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With an expected low manufacturing cost, the margins are good for both the

manufacturer and retailer. Financial projections are contained in Section V.

Millennium Marketing Group, Ltd. has been retained by the patent owner to secure a

licensing or sales agreement in order to bring the unique features, quality, effectiveness,

and value of this technology to the marketplace. The first firm to bring this exciting

design to the market will capitalize with a favorable return on investment and enjoy the

commercial benefits well into the future. Currently, we are seeking a partner that can

fully and profitably exploit this rare and lucrative licensing opportunity.

II Competitive Landscape

4


PELS™ at a Glance

Patent Number: United States Patent No. 6,222,484

Industry: Marine/Safety

Target Market Size: 17,047,040 vessels

Primary Use: Personal Emergency Location Device for

man overboard situations

Key Benefits:

GPS and RF technologies

Personal unit small enough to wear on person

Facilitates immediate locating of man overboard

Competitive Advantages / Breakthrough Opportunity

M.O.B. instances are extremely dangerous and the more time the victim spends in the

water the more likely they are to sustain severe injuries or to never be found. Many

products are on the market and in use that are operable by the M.O.B, such as mirrors,

lights, flares and the like. An individual who is injured or unconscious is not able to

operate these devices, rendering them useless in many life-threatening circumstances.

Immediately finding a M.O.B is of the utmost

importance and PELS™ is the first technological

advance in M.O.B. tracking devices which provides

the base ship and other vessels on an RF

frequency an immediate signal someone is

overboard and provides their actual location.

PELS™ substantially improves the chance for a successful rescue. Many products

being used provide a signal of location within a general area that might span the course

of miles, or simply provide the location of the vessel at the time of impact into the water,

not accounting for the M.O.Bs potentially swift stray off course.

The use of Global Positioning Systems (GPSs) has more recently been used to locate

lost persons. These systems typically require the person who has fallen overboard to

have a GPS receiver and a radio to send their latitude and longitude coordinates over

the radio. Having both devices on person when lost is certainly not the norm for

recreational boaters and for few commercial mariners as well.

Yet another not uncommon approach is to carry an RF emergency signal device that

transmits to the base vessel when tossed overboard. In turn the ships crew can

broadcast an alert, giving the location of the vessel when the overboard incidence

happened. When adrift the victim is at the mercy of the current which can swiftly pull

them away from the vessel, making knowledge of the original position virtually useless.

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EPIRB and VPIRB technology provide mariners with the only products comparable to

PELS™. PELS™ effectively overcomes the disadvantages associated with these

systems while offering exciting new features with lifesaving benefits.

Use of Emergency Position Indicator Radio Beacons (EPIRBs) is typical and

widespread throughout the maritime industry but have a myriad of disadvantages that

PELS™ effectively improves upon. The EPIRB system has saved many thousands of

lives over the years, however its principal shortcoming is that it relies on a remote shore

infrastructure to process and then re-broadcast the alert message to ships in the vicinity

of the person in distress. Depending on the location of the EPIRB, this could involve

delays in the order of hours. Even though their use is common maritime safety practice,

small and fully effective units that can be easily and comfortably worn by individuals

have yet to be marketed. Additionally, while newer versions of EPIRBs embed GPS

location data into their 406MGz signal it has to go through the EPIRB ground-based

reporting system. These units can only be used by the Coast Guard as this marine

safety fleet continually monitors for EPIRB emergency broadcasts and have the ability

to locate the signal with satellite receivers. An EPIRB-determined location is only

accurate within several square miles and can be off as much as thirty miles.

A VPIRB is a combination of the terms VHF (radio) and EPIRB. A VPIRB is essentially

an EPIRB operating in the marine VHF radio band rather than the COSPAS-SARSAT

406 MHz channel, utilizing DSC technology to broadcast a distress signal to all VHF

DSC radio-equipped vessels in the vicinity, including the parent vessel. A VPIRB

comprises a small DSC beacon, which is attached to the user's clothes or lifejacket. If

the user falls overboard, the beacon activates and sends a distress message via VHF

DSC. Reception of the distress message from the beacon will sound an alarm on all

VHF DSC radios within range. If fitted with a GPS receiver, a VPIRB can also

automatically transmit its position as part of the distress alert message, which will also

be received on all VHF DSC radios in range. The VHF DSC and VHF voice messages

are repeated at 5 minute intervals for the first 30 minutes, updating the GPS position of

the person in the water with each transmission, then the repetition period will change to

ten minutes. This will continue until the device is switched off, or the batteries expire.

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http://www.vpirb.com/marine_safety_dsc.shtml

http://www.vpirb.com/marine_safety_vpirb.shtml

The patented technology of PELS™ offers all of the important features of a VPIRB and

includes added features such as the use of GDMSS which rapidly alerts SAR authorities

ashore, as well as shipping in the immediate vicinity of the ship or persons in distress.

This provides immediate reaction time. PELS™ also offers the first ever “turn-off battery

saving feature”, which will extend the battery life of the personal units adding life saving

time for rescue as well as the all important “green light” rescue is on the way feature. In

addition the PELS™ system offers a balloon feature that works to extend the RF

coverage area that current products do not. PELS™ technology will add better features,

extend operation, provide more up to date positional data and faster recovery

opportunity.

PELS™ offers an improved technology with a tracking device that uses GPS technology

in combination with a common RF emergency signal to provide the location coordinates

for a lost individual to the base vessel and/or any vessel or air craft in the vicinity

equipped to receive a DSC/GMDSS signal, which is mandatory for all SOLAS ships.

Faster and more precise M.O.B. tracking means an increased chance for survival. The

PELS™ offers the benefit of providing a device that is good for either professional

mariners or recreational boaters. The licensee first to market with PELS™ will have the

unique opportunity of bringing this much needed safety product capability to the

marketplace and will reap the financial and branding benefits for years to come as they

introduce newly patented technology with the following unique features and benefits:

Product Features and Benefits 1. Extremely portable personal unit worn by those in potential danger of a man

overboard emergency

2. Equipped with a GPS and RF (GMDSS) transmitter for sending an RF signal with

location data

3. Personal unit is battery powered

4. Personal unit has a “distress signal received” indicator for lost individuals peace

of mind

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5. Personal unit automatically switches to “receive data” status when it receives

confirmation that a distress signal has been received in order to reserve battery

power

6. System can be re-awakened by any station for an updated position.

7. Personal unit updates to the latest GPS information to ensure proper coordinates

are transmitted

8. Vessel equipped with a base unit that receives and sends distress signals and

location coordinates

9. Provides immediate location signal and personal ID when a person falls

overboard

10. Offers faster location coordinates if kept updated with the most current almanac

and ephemeris data downloaded from base station

11. Offers more reliable location coordinates

12. Perfect for use in the recreational boating industry

13. Perfect for use in the commercial maritime industry

14. Large established target market

15. This device has the ability to deploy a small balloon to increase the RF range and

help to locate the MOB.

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PELS™ is also ideal for scuba divers and other recreational boaters who are at risk of getting

separated from their boatsPELS™

Market Comparison

Feature PELS™ EPIRBRaymarine

LifetagVPIRB

(Mobilalarm) AquaFix™ ResQFix™

1 YESYes Yes Yes Yes Yes

2 YESYes No Yes Yes Yes


4 YESNo No No No No

5 YESNo No No No No

6 YESNo No No No No

7 YESNo No No No No

8 YESNo No Yes No No

9 YESNo No No No No

10 YESNo No No No No

11 YESNo No Yes Yes Yes

12 YESNO Yes NO Yes Yes



Comparable Established Products

9


The products shown above are typical M.O.B. safety products. The disadvantages of

these units have been outlined previously. The image on the right is a wrist worn system

that causes an audible alarm to sound when the RF link between the unit and the base

unit is broken, typically when either out of range or when submerged. This product does

not provide any sort of beacon signal nor does it provide any location coordinates

helpful in finding the M.O.B.

Pictured here is the Magellan EPIRB RB3S

Emergency Location Beacons with Strobe

and the RB3 without Strobe. This pocket-

size beacon transmits on both the 121.5

MHZ and 243 MHZ international distress

frequencies simultaneously, giving a

satellite alert and position to search for

rescue authorities. The strobe version n is fitted with a high

intensity strobe light, which incorporates the multiple flash sequence, can be seen at

night for more than 4kms.

In February 2009 Garmin phased out the old

analog EPIRB and phased in a new generation

digital EPIRB. This new generation is reportedly

more accurate, easier to detect and ID’s the

user.

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Typical EPIRB Rescue Strobe Light Raymarine Lifetag

At present there is only one VPIRB model available,

the Mobilarm V100 VPIRB. It is designed to use

existing industry standard VHF marine radio

networks. It uses GPS technology to lock onto a

M.O.B.’s location but, it does not update the

personal units on GPS satellite almanac and

ephemeris data. It does not have the PELS™

automatic battery saving function. It also does not

provide the M.O.B. with an indication that his/her

location has been pinpointed and that help is on the way. PELS™ units plug into its

base system between uses and are updated with the latest GPS almanac and

ephemeris data; this greatly reduces the time it takes for the handheld unit to process

GPS satellite signals when activated. No other product can claim that.

The AquaFix™ 406 transmits a personally registered, digitally coded

distress signal on 406 MHZ via the COPAS-SARSAT

satellite system. It acquires the M.O.B.’s GPS position

within 100 meters and broadcasts this position along with

the distress signal. The ResQFix™ 406 GPS PLB is a

smaller more streamlined unit that when activated

transmits an emergency signal to rescue authorities with

a unique digitally encoded distress message on 406MHz

via COSPAS-SARSAT satellites and/or 121.5MHz. It transmits for a minimum of 24

hours before the battery runs out. This unit also advertises location within 100 meters

and sends the location along with the distress signal. Once again, these two advanced

units do not provide individual units with GPS satellite almanac and ephemeris data. It

has no automatic battery saving function nor does it provide the M.O.B. with an

indication that his/her location has been pinpointed and that help is on the way. In

addition to lacking important features that are included in the design and function of

PELS™ the AquaFix™ and ResQFix™ are cost prohibitive at $500 to $600 per unit.

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AquaFix™

ResQFix™

http://www.vpirb.com/marine_safety_vpirb.shtml

http://www.westmarine.com/webapp/wcs/stores/servlet/producte/10001/-1/10001/337208/377%20710/0/ARC%20Aquafix%20406/Primary%20Search/mode%20matchallpartial/0/0?N=377%20710&Ne=0&Ntt=ARC%20Aquafix%20406&Ntk=Primary%20Search&Ntx=mode%20matchallpartial&Nao=0&Ns=0&keyword=ARC%20Aquafix%20406%20&isLTokenURL=true&storeNum=8&subdeptNum=52&classNum=53#%23

http://www.westmarine.com/webapp/wcs/stores/servlet/producte/10001/-1/10001/273927/377%20710/0/RESQFIX%20406/Primary%20Search/mode%20matchallpartial/0/0?N=377%20710&Ne=0&Ntt=RESQFIX%20406&Ntk=Primary%20Search&Ntx=mode%20matchallpartial&Nao=0&Ns=0&keyword=RESQFIX%20406&isLTokenURL=true&storeNum=8&subdeptNum=52&classNum=53#%23

Referenced Patented Products

The United States Patent and Trademark Office referenced the following patents when

issuing the patent for PELS™:

U.S. Patent No. 5,815,126, issued to Fat et al., September 1998

U.S. Patent No. 5,862,511, issued to Croyle, January 1999

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None of the above referenced patented products offer all the features and benefits of

PELS™.

III Industry & Market Analysis

Industry Size and Trends

Marine Transportation Industry

The US marine transportation system encompasses a national and global network of

navigable ocean, lake, river, and inland waterway routes. The system includes over

3,500 bulk oil transfer facilities, 10,000 marinas, a network of locks and dams, over

97,000 aids to navigation, commercial vessels making over 70,000 port calls annually,

110,000 fishing vessels and nearly 20 million recreational vessels.

As the world’s largest trading nation, the U.S. exports and imports about one-fourth of

all global merchandise trade ($1.9 trillion in 2001). The largest parts of this merchandise

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Man overboard emergencies are responsible for at least 80 percent of

maritime fatalities.

trade – over one billion tons of cargo – are moved by water. Another billion tons of

cargo is carried in domestic waterborne movements, which serve over 90 percent of the

U.S. population. By the year 2020, US foreign trade in goods is expected to grow by

more than half of its current tonnage, and inland waterways traffic is expected to

increase as well. As ships and transportation systems become more complex, training

requirements will increase, and crews are currently required to be trained and qualified

to operate in accordance with international standards (STCW). Marine Transportation is

an integral component of the US transportation system and is essential to our nations

economy. The entire US transportation infrastructure, including ports and waterways

and maritime training schools, are expected to be able to handle and provide this

projected increase. As of 31 December 2004, there were over 250,000 mariners with

Merchant Mariner Documents, Merchant Marine Officers License or both, issued by the

United States Coast Guard.

Recreational Boating

The recreational boating industry represents a significant investment of consumer

dollars. The recreational boating industry revenues were 15.7 billion in 2007 and are

expected to grow 5.3 percent annually through 2011(www.NMMA.org). This figure

includes boating accessories and safety products. Nearly one-third of U.S. adults went

boating in 2006, up nearly 2 percent from the previous year. The number of boats in use

increased slightly to nearly 18 million in 2006, an increase of nearly 60,000 from 2005

14


http://www.NMMA.org/

The number of boats in use has grown steadily over the past few years and boating

participation increased for the second consecutive year, rising to 72.6 million in 2006

from 67.5 million in 2005.

Aircraft, Marine & Railroad Transportation Equipment Wholesaling Industry

This industry comprises establishments primarily engaged in wholesaling transportation

equipment and supplies (except marine pleasure craft and motor vehicles). This

industry wholesales aircrafts and aircraft parts, boats and marine equipment, railroad

cars and railroad equipment, military tanks. There are over 400,000 establishments

involved in the manufacture and/or sale of the products defined within this industry with

annual revenues of $4.6 billion.

Target Market Analysis

According to the 2006 Recreational Boating Statistical Abstract, conducted by the

National Marine Manufacturers Association (NMMA), there were just under 18 million

boats in the United States in 2006. The study also indicates there were approximately

72.6 million people involved in boating in 2006. Overall, this number has remained

15


relatively stable since 1995 with the exception of a slight dip in the market from 1999 to

2001.

Boat Owner Facts (NMMA, 2007):

o Boat owners spent an average of 31 days on the water in 2006

o Three out of four current boat owners have an average household income under

$100,000

o More than one in six U.S. households own a boat

o Nearly 69 percent of boat owners are married

o The median age of boat owners is 45 to 49 years

According to a recent survey by the NMMA, boat owners are a happy group, living life to

the fullest. They participate in an average of 4.6 leisure activities, nearly twice as many

as non-boat owners (2.4). In addition to water-related activities, they are also more likely

to participate in other outdoor activities such as camping, skiing, tennis and golf. More

boat owners (48 percent) than non-owners (39 percent) regularly travel. When not on

the water the same survey indicated that boaters enjoy spending their weekends

engaged in cooking, gardening, playing sports and traveling, compared to non-owners,

who are more likely to spend their weekends relaxing, doing household chores and

attending movies, concerts, and sporting events.

In addition to the recreational boating industry target market an enormous market exists

in the commercial marine industry which includes commercial fishing, oil and gas, ports,

wharfs and loading facilities and cruise ships. Also included in our target market are

U.S. Navy and Coast Guard fleets.

Commercial Marine Numbers

Commercial Fishing: 3.5 million fishing vessels globally (10,000 large scale

ships, 160,000 U.S. employed)

Oil and Gas: 3500 vessels

Ports, wharfs and loading facilities: 300

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Cruise ships: 130 (1,200 to 3,500 passengers each, 12 million passengers per

year)

Coast Guard: 1400 vessels, 42,000 active duty, 7,000 civilian employees, 8,000

reservists and 34,000 volunteer auxiliarists

Navy: 282 ships, 3700 aircraft, 331,682 active duty, 124,000 reservists

The inventor would like to stress the fact that it is a distinct possibility that the Coast

Guard will make these personally worn units mandatory items for many classes of

vessels carrying people. It is almost a certainty that the U.S. Navy will make them a

requirement to be worn at all times. The savings in mustering (an all hands muster is

required when anyone is suspected of falling overboard) alone will quickly pay for the

units, which will probably cost less than $100 each. In addition these units can be used

as an excellent method to contact individuals on ships, a function that can easily be

added to the device. All of these features will significantly increase the target market.

The PELS™ system is an important advancement for sailing and cruising vessels

where many people are lost by falling overboard while the crew is below. This system

alerts crew members that someone has fallen overboard and ID’s the loss crew or

passenger. This feature is of particular importance on large vessels where one person

missing out of thousands on board, might go unnoticed until it is too late for rescue.

The commercial fishing industry is in need of improved safety

devices as it is considered the world’s most dangerous job.

With 142 deaths for every 100,000 workers annually,

commercial fishing leads the nation by far in deaths on the

job. They regularly brave the most turbulent ocean waters

and weather to bring home a bigger catch. Pounding waves, merciless winds, loose

rigging, and few safety features make commercial fishing the most unfriendly work

environment imaginable. Commercial fishing employs more than 160,000 people in the

U.S. alone.

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Distribution Channels

PELS™ will be primarily distributed in the United States through an extensive network

of 5,262 boat dealers, 6,080 sporting and recreational goods and supplies wholesalers,

and 952 marine machinery, equipment and supplies wholesalers. There were

approximately 12,073 marinas in operation in the U.S. in 2006 that might also potentially

distribute PELS™. The PELS™ system can also be distributed in bulk directly from the

Original Equipment Manufacturer (OEM) to fishing fleets, military buyers, cruise ship

companies, etc…

IV Product Analysis

Product Specifications

A small battery powered personal device is worn by a M.O.B. and a GPS-equipped

transceiver system on board the base vessel or any nearby vessel with a standard

18


marine GMDSS radio. Once overboard the personal unit is activated to initialize the

GPS receiver. In an alternate embodiment, activation could also inflate and deploy a

balloon which holds an antenna above the water. The antenna may be carried within a

plastic sleeve line and on the inside of the balloon, which may be dyed a fluorescent

color to serve as a visual marker to rescue personnel. This approach will further

increase the range of the device by increasing the horizon.

The personal unit receives the available GPS satellite transmission signals and its

processor determines the person’s GPS location coordinates. Immediately after

activation the unit starts emitting an initial “distress call”. The transmitter sends an RF

emergency signal with the GPS location data. Depending on placement of the antenna

(balloon mode or unit integrated antenna) this could range from 3-15 miles. For an

aircraft this distance could be over a hundred miles. Any vessel within range can

receive the standard GMDSS and forward a broadcast signal over a longer range

frequency and at higher power to other rescue vessels or to a satellite receiver for relay.

The concept of this device is to alert the vessel immediately that someone has fallen

overboard

This is considered a broad description of PELS™ and should not limit suitable

modifications which fall within the scope of its patent. More specifics and further

embodiments are described in great detail within the text of the patent for the Personal

Emergency Location System.

19


GPS-equipped transceiver system

Small battery powered

personal unit

Estimated Manufacturing Cost

The estimated manufacturing cost goal would be less than $50/unit and this cost is

largely the GPS chip, RF transceiver and batteries. This technology is not expected to

cost any more than comparable M.O.B. tracking systems.

Expected Pricing

Pricing is expected to vary but remain in competition with current products on the

market. The logical way to market this technology is to package it with a full GMDSS

Class A radio for use on the operating vessel. It could also include enhanced features

such as:

Locating individuals by querying their uniquely addressable PELS™ unit for

emergency and non-emergency functions

Proprietary protocols for PELS™ GPS position

Almanac and ephemeris updates

Centralized control of battery charge and battery verification for assigned units

More…

The financial outlook will be based on the potential number of PELS™ to be sold as well

as the base units capturing a market share of the marine equipment industry which

reports year revenues of $4,634,755,112.

Patent Value Enhancement

A working prototype of PELS™ can be made available to demonstrate the design and

functionality of the product.

V Financial Forecast

Five-Year Pro Forma 85,306,682

Assumptions:$50.00 Estimated production cost

2.0 Estimated manufacturer's mark-up to wholesale$100.00 Average wholesale price per unit

85,306,682 Primary target market* 0.100% First year market share (innovators)

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1 Number of units purchased per year 85,307 First year sales

14% 2nd year annual growth (early adopters)34% 3rd year annual growth (early majority)34% 4th year annual growth (late majority)16% 5th year annual growth (laggards or non-adopters)

Financial Summary(Amounts in $ 000s)

Revenues Year 1 Year 2 Year 3 Year 4 Year 5

Total revenue to manufacturer 8,531

9,725

13,031

17,462

20,256

Cost of sales 4,265

4,862

6,516

8,731

10,128

Gross profit to manufacturer 4,265

4,862

6,516

8,731

10,128

Gross profit percent 50% 50% 50% 50% 50%Units sold:

85307 97250 130314 174621 202561

The preceding financial projections are based on a target market of 85,306,682

estimated number of people on the water in the U.S. alone. This pro forma assumes

that an extremely conservative one-tenth of one percent of this target market will

purchase one PELS™ with first year sales of over 80,000 units and over $4 million in

revenue.

Five-Year Pro Forma 85,306,682

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Estimated Market: 4,634,755,112Projected Share: 0.0500%Annual Growth: 5%

Year 1 Year 2 Year 3 Year 4 Year 5

$2,317,378 $2,433,246 $2,554,909 $2,682,654 $2,816,787

This pro forma is based on the PELS™ system capturing a conservative percentage of

the marine equipment industry from sales of base units, offering the licensee of this

incredible technology an additional first year revenue of $2.3 million.

It will be important to make the units affordable and available to everyone at sea. In the

future this type of system may be required for certain sized crafts, this means virtually

millions of seamen would drive production costs down and revenues up. Currently

certain types of EPIRBs are required on most vessels, depending on their size. The

phenomenal technology of the PELS™ system is the next level in the evolution of these

personal safety products.

VI Licensing Opportunities & Patent Information

Millennium Marketing Group, Ltd. is the exclusive agent to represent the licensing or

transfer of the patent and trademark rights. Millennium is a well-respected international

firm dedicated to the marketing of patented technologies. Our team has over a hundred

years of combined experience in the fields of technology transfer, licensing, and

marketing consultation. Millennium represents dozens of product lines and has

successfully represented numerous award-winning products. With a shared risk

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philosophy, Millennium strives to develop mutually beneficial financial arrangements

with manufacturers and/or distributors.

Currently, we are seeking a licensing arrangement involving the patent to make, use,

manufacture, market, and distribute PELS™. Please contact Scott A. Norman,

President, Millennium Marketing Group, Ltd. at (913) 317–9114 ext. 102 or e-mail him at

[email protected] to discuss this rare and lucrative new product opportunity.

Patent Information

Ronald L. Seiple holds United States Patent No. 6,222,484 filed on June 16, 1999, and

issued on April 24, 2001. This patent for PELS™ expires in 2019, commensurate with

the filing date. This patent has 20 claims that protect the exclusive design and function

of PELS™.

23


Exhibit Summary

Exhibit A - Trade Show Information

Exhibit B - Trade Publication Information

24


Exhibit A -Trade Shows

Licensing International National Manufacturing Week

Date and Time: Dates and Location:

June 15 - 18, 2009 September 15 – 17, 2009Jacob J. Javits Convention

CenterDonald E. Stephens

New York, NY Rosemont, IL

The tradeshows and trade publications listed are possible marketing tools that we include in the

prospectus because of our belief in the complete marketing program. Although Millennium represents

products at numerous tradeshows and in certain publications, we do not guarantee representation at all of

the listed shows or publications.

25


Exhibit B - Trade Publications

Safety at Sea International

Marine Business Journal

Marine Business Magazine

National Fisherman

Pacific Fishing

Boating

Soundings

Motorboating

Boating Industry

Seaworthy

Sea

26


27


Disclosure Statement

Millennium Marketing Group, Ltd. (the “Company”) has prepared the attached business Prospectus (the “Plan”) based upon its current understanding of the industry, expansion plans, markets, technology and other pertinent indicators. The plan contains information to provide prospective investors with a foundation on which to base meaningful discussion with management of the Company. The projected financial information is management’s projection of possible future results and is dependent on many factors over which they are derived. Neither the Company nor any of its representatives makes any express or implied representation or warranty as to the attainability of these projections or the accuracy, completeness or reasonableness of the assumptions. Neither the company nor any of its representatives makes any express or implied representation related to any past, current or future patent infringement claims the Plan represents.

THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS PLAN INCLUDING BUT NOT LIMITED TO PATENT INFRINGEMENT CLAIMS OR OTHER PERTINENT INFORMATION. STATEMENTS IN THIS PLAN ARE MADE AS OF THE DATE HEREOF AND ARE SUBJECT TO REVISION AT THE SOLE DISCRETION OF THE COMPANY’S MANAGEMENT. SOME OF THE REVISIONS MAY BE MATERIAL. IN ALL CASES AND NOTWITHSTANDING THE USE OF WORDS SUCH AS “WILL” OR “SHALL” OR ANY DISCUSSION OR CHARACTERIZATION OF FUTURE ACTIONS OR EVENTS, THIS PROSPECTUS IS INTENDED TO BE AN INDICATION ONLY OF THE COMPANY’S CURRENT INTENTIONS. THE DELIVERY OF THIS PLAN SHALL NOT CREATE, UNDER ANY CIRCUMSTANCE, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AND OTHER INFORMATION CONTAINED HEREIN SINCE THE DATE HEREOF.

THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR

WARRANTY AS TO THE ATTAINABILITY OF THE FINANCIAL PROJECTIONS OR

THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN OR ANY

OTHER WRITTEN OR ORAL COMMUNICATION TRANSMITTED OR MADE

AVAILABLE. THE PROJECTIONS OF FUTURE PERFORMANCE ARE

NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY

MATERIALLY FROM ACTUAL RESULTS. ONLY THOSE REPRESENTATIONS AND

WARRANTIES THAT ARE MADE IN A DEFINITIVE AGREEMENT WHEN AND IF

EXECUTED, AND SUBJECT TO ANY LIMITATIONS AND RESTRICTIONS AS MAY

BE SPECIFIED IN SUCH DEFINITIVE AGREEMENT SHALL HAVE ANY LEGAL

EFFECT. THE INFORMATION PROVIDED HEREIN DOES NOT CONSTITUTE AN

OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES,

ASSETS, OR PROPERTIES, INCLUDING WITHOUT LIMITATION, ANY PRODUCTS,

PROCESSES, RESEARCH, OR INTELLECTUAL PROPERTY.

28


Opportunity at a Glance

New Technology: PELS™

Patent: U.S. Patent Number 6,222,484

We are seeking a long-term arrangement with a company to manufacture, market,

and/or distribute this new technology based on the acquisition of the intellectual

property rights.

For additional information and potential terms to acquire this innovative technology

contact Scott A. Norman, President, Millennium Marketing Group, Ltd.

Scott A. Norman

President

Millennium Marketing Group, Ltd.

10550 Marty Street

Overland Park, KS 66212

Phone: 913-317-9114

Fax: 913-338-1251

Email: [email protected]

PROFESSIONALLY PREPARED AND REPRESENTED BY

______________________________________________________

___________________________________________________________________________

10550 Marty Overland Park, KS 66212-9946 USA Phone: 913-317-9114 Fax: 913-338-1251