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ENERVOLT

PRIVATE PLACEMENT MEMORANDUM

Enervolt is poised to turn solar energy into a truly viable, economically feasible, global energy solution.

Enervolt, formerly Apparent Energy, Inc. (individually and collectively, “Company”) is based in Ashland, Oregon, and is focused on changing the way energy moves.

To this end, Enervolt is building, designing and selling electrical power technology using proprietary Dielectric Energy Converter technology (DEC), a proprietary power conversion technology to replace traditional inductor-based power conversion technology. The Company is currently prioritizing renewable energy systems such as solar and wind, but Enervolt technology can replace any inductor-based power conversion technology (i.e. anywhere voltage and/or amperage is changed) with a smaller, lighter, more efficient package. As of February 28, 2018, the Company has filed four U.S. and International patents, with more pending.

CONTENTS:

I - The Enervolt Story

II - Enervolt Technology

III - Enervolt Products

IV - The Market for Enervolt

V - The Company and the Team

VI - The Financials

I – THE ENERVOLT STORY

Vision:

A world running on sustainable energy that is efficient, low-cost, and easy to access and use, without damaging the environment.

Mission:

Enervolt will provide efficient power transfer devices, helping to make sustainable energy systems become the dominant global power technology.

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Problems:

● Traditional energy systems are expensive and vulnerable to service interruption for extended periods because of cumbersome and outdated infrastructure, plus they contribute to the degradation of the environment and local ecosystems.

● Solar and wind energy systems are inefficient without good controllers to manage energy transfer from sun/wind to batteries.

● Batteries fail early because they are constantly being over and under charged. ● Renewable energy systems are complicated for end consumers to setup.

Solution:

● Sustainable, efficient energy systems tap the power of nature to generate eco-friendly sources of power.

● Enervolt revolutionizes energy transfer to increase efficiency by replacing transformers with proprietary electronics and algorithms.

● Enervolt controllers intelligently mediate energy transference from source (solar panels and wind turbines) to storage (batteries) to eliminate over and undercharging batteries, thereby increasing battery life.

● Enervolt systems are simple to install, use, and include real time monitoring of energy usage and battery status via a bluetooth connection to our app available on mobile devices.

The Conventional Energy Industry - A Dying Star

Power grids today still deliver electricity through transformers, a 130-year-old technology that is notoriously inefficient.

Why so inefficient? For raw energy to be consumable, it must first be converted to deliver the appropriate amount of voltage. We don’t plug our toaster directly into a coal plant. Hundreds of thousands of volts from a substation are transmitted along power lines to drum transformers on telephone poles and eventually into homes and businesses. In every instance, the energy is delivered in a fixed amount and in a fixed direction. And, in every instance, unused energy is wasted by transferring energy over long distances and because the full amount is rarely needed as delivered.

Improving the Existing Power Grid

Utility power grids utilize alternating current (AC) generation, transmission, and distribution. This method has proven reliable and safe. Typical home or business outlets use AC, but many electrical devices, such as computers, televisions, and other appliances, operate on direct current (DC) power. Batteries and photovoltaic (PV) solar panels produce DC power.

In order to connect DC devices to the AC power grid, a power conversion device is always necessary. This is where the Enervolt energy optimizer system intervenes, to provide a much more efficient AC/DC interface. The market implications are obvious.

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Existing systems that incorporate advanced power converters may also manage grid storage and support stand-alone micro-grids, to bring power to consumers when the main electrical grid goes down. But all these systems are currently reliant on the inefficient 130-year old transformer technology. Enervolt devices can improve the functionality of the AC grid with a significantly more efficient energy transfer technology.

While we see Enervolt technology as a viable future solution for the overall energy market, our primary, initial focus is on solving a related problem in the emerging renewable energy market. Enervolt is poised to turn solar energy into a truly viable, economically feasible, global energy solution.

The Changing Global Energy Marketplace

The rapid growth in renewable energy generation, particularly solar power, represents an alternative that eliminates much of the AC to DC conversion issue. But there’s a problem: weather. For instance, a single cloud over a solar farm can decrease electrical output from the local DC transmission system dramatically, and in a matter of seconds. Solar power systems have thus far failed to effectively challenge the traditional, well proven AC power grid because of poor performance in low light conditions.

The obvious answer has been to store energy in batteries, to access when immediate solar energy is unavailable. But existing interface devices between source and storage systems waste power and diminish battery life. To date, this has prevented solar power systems from competing seriously in the global energy marketplace.

II – ENERVOLT TECHNOLOGY

Enervolt solves the problem of wasted power and diminished battery life by harnessing power modification processes that fundamentally alter how electricity is generated, stored, consumed, and exchanged. These new processes create a significantly more efficient and flexible delivery of energy itself.

The Enervolt proprietary power conversion technology improves upon existing power conversion technologies in key product metrics such as size and weight, while providing built-in isolation, bi-directional, and multi-port capabilities. Our technology uses standardized hardware with application specific embedded software.

Traditional transformers are dependent on heavy raw materials such as copper, iron, and hard to find magnetic steel, making them expensive to manufacture and ship. Enervolt’s core technology – which relies on its own unique algorithms and small-scale circuitry – is made with far fewer components, weighs a fraction of an ounce, and can provide energy conversion in a device the size of a dime.

Enervolt in Action

The Enervolt device uses indirect power flow, meaning that energy is first broken into a mesh of packets before being transferred as individual packets of power, according to specific real time needs. This stands in stark contrast to traditional power conversion

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systems that employ continuous power flow through heavy and expensive magnetic components and bulk capacitors. Many of these traditional systems have custom hardware for specific applications, which renders them difficult to customize and adapt. They are also grossly inefficient and produce excess heat, which generates electrical and thermal stresses. These stresses can produce drive component failures and losses. In contrast, the Enervolt conversion technology eliminates most of the passive components used in traditional power conversion systems, including the separate isolation transformer, inductors, and bulk capacitors.

Enervolt technology produces significant advantages over traditional technologies:

● Cost reduction: Enervolt devices reduce cost in four ways: they replace more costly components; they utilize energy more efficiently; they optimize and extend storage battery lifespan; and they lower transportation and installation costs due to reduced weight and size.

● Multi-tasking: Enervolt technology is inherently bi-directional, enabling power flow in both directions. A single Enervolt power converter can be used to simultaneously charge and discharge batteries. �

● Efficiency: Enervolt power converters have built-in isolation, so they do not require an isolation transformer which reduces efficiency in battery energy storage systems. �

● Multi-connectivity: Enervolt architecture includes multi-port capability, enabling multiple AC and/or DC sources and applications to be connected together in one power converter, minimizing total system cost. The Enervolt converter connects DC, solar, PV, and DC batteries to the AC grid. � �

● Simplification: Size and weight have been reduced by eliminating passive components such as isolation transformers, inductors, and bulk capacitors.

● Scalability/Flexibility: Enervolt technology uses standard industry components and is battery agnostic and software driven. This provides greater scalability, enabling rapid development cycles for new products and new applications. �

Part of our strategy is to include data monitoring capabilities to collect data analysis on both solar panels and batteries. This Bluetooth connection allows us to sell data back to the manufacturers. This monitoring will further improve efficiencies by notifying maintenance crews which panels need to be cleaned for the highest output levels. The devices themselves will also be improved by analyzing areas of heat loss in large scale systems. ��

Enervolt technology is scalable, from small scale technology up to the grid tie application for energy storage/power generation. On the power grid, advanced battery storage systems can help with the integration of solar and wind power, improve quality by controlling frequency variations, handle peak loads, and reduce costs by enabling utilities to postpone infrastructure expansion. In developing economies, battery and solar systems have the potential to bring reliable power to places it has never reached.

The pulse per second of data sensors can cause a delay in the proper handling or calculation of data on data acquisition systems, known as “system latency.” System latency is the time it takes from when equipment computes a value until it is actually

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transmitted to a computer. Most computation devices contain an internal battery. Our internal battery pulsation will be able to speed up computational mechanisms underlying intelligent user interfaces in the artificial intelligence market. ��

In the utility vehicle market, our technology has the potential to replace the motor controller, and in future iterations this will enable us to add functionality, increase solar performance, and centrally locate multiple devices.

III – ENERVOLT PRODUCTS

Enervolt technology will be available as products for sale or technology to license, directly to customers and through distributors. We will market three power conversion systems (PCS), all monitored via our proprietary Enervolt App which delivers a sophisticated, user friendly data stream to mobile devices to track efficiency and status.

● Battery Charge Controller: Our core technology permits the constant charge mediation of lead-acid batteries to prevent overcharging and undercharging, the leading cause of battery failure. This increases battery life up to 25% by cycling 50,000 pulses per second, which prevents sediment build up along battery walls, allows faster recharge speeds, and supports 100% re-charge capacity. Enervolt charger technology makes batteries more affordable for consumers, reduces lead-acid trash in landfills, and allows Original Equipment Manufacturers (OEMs) to be more competitive in the consumer marketplace. ��

● Solar Charge Controller: The Enervolt Solar Charge Controller provides smart energy delivery. Rather than flooding batteries with energy overload, Enervolt devices reconfigure energy into smaller packets, distributing only necessary energy. With our pulsing technology, solar energy can be coupled with advanced battery storage to power businesses, villages, vehicles, and telecommunications, all without access to a power grid. ��

● Solar Battery Charger: Our core technology smooths out fluctuations in renewable energy and realigns energy consumption. Energy is drawn from the greatest pockets of energy, while the remainder of unused energy is reserved. If any individual cells within a solar panel are compromised, due to cloud coverage or damage, our charge controller will equalize the power absorbed and still allow it to draw and deliver energy at full capacity, including during peak demand periods. This provides a reliable energy delivery system from solar grid to end user.

Manufacturing

Enervolt manufacturing will initially occur through the Radio Design Group in Rogue River, Oregon. Since its incorporation in 1992, Radio Design Group, Inc. (RDGI) has grown from a small Radio Frequency consulting company specializing in small commercial markets to a vital contributor of unique and innovative products that have

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advanced the state of technology in both the commercial and defense related markets. Although continuing its tradition of innovative designs, Radio Design Group has expanded the value of its services with high-quality manufacturing.

The RDGI process is dynamic, often coloring outside the standard lines of design and development. By thinking outside the box and using unconventional methods to create solutions that would normally be out of reach, RDGI has pioneered unique ideas into products that are now active in the RF and wireless design market.

RDGI is large enough to produce our device and scale nationally. Additionally, we have contracted with a manufacturer in India, so we are prepared when we enter that market.

Contract manufacturers deliver to our precise specifications. We have a signed agreement with RDGI to provide a rolling forecast of our expected demand. We are in contact with other contract manufacturers that are also qualified and ready to manufacture our products. Our contract manufacturers are responsible for the sourcing of product components and materials.

IV – THE MARKET FOR ENERVOLT

Licensing, Retrofitting, and New Markets.

Initially, we will focus on penetrating the U.S Golf Cart and the International Rickshaw markets through small scale manufacturers or dealers, to prove the business model and expand market interest in the products, while we open communication channels with large manufacturers and potential partners. Starting with 48 and 36 volt systems, we will work our way into the 24 and 12 volt markets.

We will fulfill orders from the PO’s and MOU’s that we currently have, while we start negotiations and demonstrate how the product has a growing market where larger players have an opportunity to best their competition. This allows us to target both new vehicles going into the market as well as retrofitting old ones. Average annual Golf cart sales nationally is around 100,000 while there are millions of used carts in use. As for rickshaws, between one to two million new vehicles are being made every year in India, while the global market numbers in the tens of millions.

We anticipate selling our products primarily to systems integrators for inclusion in turn- key systems. This will enable end users to manage their electricity needs by integrating renewable energy sources and forming their own micro-grids. Our products are made by contract manufacturers to our specifications, enabling us to scale production to meet demand on a cost-effective basis without requiring significant expenditures on manufacturing facilities and equipment.

As our products establish a foothold in key power conversion markets, we can focus on licensing our proprietary product designs to Original Equipment Manufacturers (“OEM”) to reach more markets and customers. We may seek to build a portfolio of relationships

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that generate license fees and royalties from OEMs for sales of their products that integrate our technology.

We plan to initially promote and expand the uses of our technology through product development and product sales to distributors and project based customers. Long term, our goal is to bring our products to market with best-in-class partners who will:

(i) distribute under their label

(ii) integrate our innovative products into higher value systems, resulting in multiple strategic sales channels for our products and product designs.

Although the U.S. and India comprise our initial markets, we will increasingly target other global markets. As our products gain broader acceptance in the power conversion market, we intend to license our proprietary product designs to OEMs within our target markets and to companies in other previously untapped markets. OEMs may achieve higher product margins and acquire a greater market share by providing our products to their own customers. Such strategic relationships with key OEM licensees would enable us to profit from and gain market share more quickly than by strictly manufacturing and distributing our products.

The long-term goal for the Company is to negotiate licensing with existing companies, reducing our time to market, increasing profitability, and reducing the risk of a big competitor battling us for market share.

Market Analysis:

Renewable Energy Markets

Enervolt has identified the following vertical markets heavily invested in delivering renewable energy on a domestic and global scale. Our research indicates that:

● The predicted growth of solar power generation in India is 7.3% annually over the next 20 years. ● Six to seven million electric vehicles are projected to be on the road globally by 2020. The electric vehicle market is anticipated to grow to a $731 billion-dollar market by 2027. ● Wind power, one of the fastest growing forms of renewable energy today, could supply 20% of global electricity, and attract annual investment of $216 billion, by 2030. ● Global battery demand is forecasted to rise 7.7% per year to $120 billion in 2019 and up to $1 trillion by 2025.

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Golf carts and Rickshaws

The golf cart market is more than a billion-dollar annual industry just in the U.S. and annual sales are about double the U.S. market. Our golf cart kit will also service the much larger Rickshaw and Tuk Tuk market which have hundreds of millions of vehicles that can be retrofitted with our product.

New Construction Regulations

In May, 2018, the California Energy Commission adopted building standards that require solar photovoltaic systems for new construction. The regulations will take effect on January 1, 2020. A similar provision has been passed in Oregon and other states are expected to follow. This opens another huge market for our optimizer device in the US.

The Global Market

Globally, we want to help the more than 1.2 billion people in the world currently without electricity. A quarter of the world’s off-the-grid population, about 300 million, live in remote, rural communities or informal, urban settlements in India. Hundreds of millions more only have electricity for a few hours a day, forcing them to work by candlelight or kerosene lamps that emit dangerous fumes. In many rural Indian communities, customers pay shopkeepers eight cents to charge a cell phone battery. Families in small settlements band together to secure loans to install roof top solar panels to provide power to a single house in the village. Our goal is to provide a cheaper, more sustainable form of energy.

Marketing Strategy

As mentioned, we will initially market our products in the U.S. to golf car communities, golf course, associations like the PGA, battery companies, and solar panel manufacturers through both manufacturing and licensing agreements.

In addition, the Company and members of the senior management team, have significant existing relationships within the Indian electronics industry and government. We expect that these relationships will provide us a quick onramp to power conversion market opportunities in that country.

India is one of the fastest growing emerging economies in the world. Average household incomes in India are expected to double over the next few years, making India the world’s seventh largest consumer economy by 2020. This rapid growth in discretionary income is driving up the demand for consumer goods, including electronics and electrical energy. By 2020, the consumer electronics market in India is expected to grow to US$ 1.15 trillion. This consumer electronics market expansion will require a parallel expansion in electrical power supply.

Further, the power sector of India is one of the largest power sectors in the world, and the government of India intends to produce 40 percent of its power from non-fossil fuels by 2030. Doing so could propel India to become the world's third-largest solar market,

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after China and the U.S. As part of this effort, India is attempting to power 60 million homes from the sun by 2022.

Our technologies and their applications addresses many of the obstacles that India faces in achieving these energy goals and present an opportunity to launch into this massive, high demand environment. With our proven technology applications, we can strategically introduce our technology to other global markets more rapidly.

Competition

Enervolt competes against well-established, incumbent power conversion technology providers but Enervolt products may provide significant competitive advantages in our target markets, such as lower cost and better performance.

Based on our research, currently, none of Enervolt’s competitors have solved the problem of wasted power and diminished battery life by harnessing Enervolt’s proprietary technology, which fundamentally alters how electricity is generated, stored, consumed, and exchanged. Competitors use old technology, rife with a long list of inherent problems.

COMPARISONS

FEATURES ENERVOLT EV SOLAR SYSTEMS

POWER FILM SOLAR

SOLAR DRIVE

Circuit board technology Yes No No No

Solar Panel Mount Yes Yes No Yes

Roof Fit Yes Yes Yes Yes

Mobile Alerts Yes No No No

Battery Alerts Yes No No Yes

Solar Panel Alerts Yes No No Yes

MPPT Yes Yes Yes Yes

Adjustable Roof Fit Yes No No Yes

Charge Controller sold separately Yes No No No

Easy Installation Yes No Yes Yes

Fleet Management Yes No No No

Custom Solution Yes No No Yes

Remote Data Capture Yes No No No

Customized Applications Yes No No No

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Sales and Marketing

The Company is having ongoing discussions with potential customers and developing a direct to market strategy, discussing fleet management opportunities, dealerships, and master distributors.

The Company is building its products as a complete solution to market problems, not just providing pieces. In the Golf Cart market, the first version of our product replaces the roof with a solar panel and adds a charge controller to decrease energy costs, improve range, and monitor the battery life and solar panel. This connectivity allows us to collect data on customers and products to improve our marketing and leverage licensing agreements based on real data that companies do not have the ability to otherwise collect.

We will sell our products primarily to system integrators for installation as part of a turn- key system that provides end users with a complete solution for managing their energy consumption. We will also sell our products through distribution channel partners. Before agreeing to integrate our products into a system, each system integrator will engage in a rigorous process of testing and evaluating our equipment for their specific use. This typically takes a minimum of three months and can take up to a year.

For certain geographic markets and applications, we may seek to enter into licensing agreements that would enable licensees to build our products for sale in local markets. We may also license product designs to global brands for specific applications.

V – THE COMPANY

Envervolt (originally Apparent Energy, Inc.) was founded in Ashland, Oregon as an L.L.C. in October of 2012 and was later incorporated in the State of Nevada on November 1, 2013.

The Company maintains a primary 700 sq. ft. office at 295 E. Main St. #1, Ashland, OR 97520 plus a secondary 2,000 sq. ft. engineering office at 295 E. Main St. #17, Ashland, OR 97520. The Company rents both offices from our founder, Hani Hajje, under year-to-year leases that automatically renew.

Patents

We have one issued U.S. patent, one pending U.S. patent, and two pending international patents. The Issued U.S. Patent for Electric Motor Technology, Issued U.S. Patent 9,559,574, and corresponding PCT application, PCT/US2015/064661, describe an electric motor using a circuit for powering the electric motor and controlling the modes of operation of the electric motor. The electric motor comprises a stator, rotor, and powering circuit. A first set of stator poles is energized with a timed pulse train to attract a first set of rotor poles in such a manner as to rotate the rotor. A second set of stator poles is pulsed after a synchronized time delay to attract a second set of rotor poles. Energy storage elements are connected via a switching matrix to each stator in

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such a way that the storage elements are charged from a power source in parallel, then discharged into the stator poles in series. A timing circuit is arranged to alternate drive cycles between the two stator sets in a synchronous fashion, where pulse width and relative timing between the two power discharge phases may be varied to optimize rotational speed and torque.

Rotor poles in a traditional “switched stator” electric motor use permanent magnets as the element attracted to the electromagnetic stator. This means that as the electromagnetic stators and permanent magnet rotor elements approach each other and transfer force, as the opposing polarity magnets are attracted to each other, actuation time for the electromagnetic element must be tightly controlled, lest the permanent magnets travel beyond the point where dissimilar polarities of rotor and stator attract, to the position where similar magnetic polarities repel each other and thus oppose the forward motion of the rotor. The invention uses magnetic steel core material rather than permanent magnets in the rotor design, resulting in significant cost savings, improved manufacturability, and better electromotive efficiency.

Pending U.S. Patent for New Technology

Pending U.S. patent application, Serial No. 15/410,536, and corresponding pending PCT application, PCT/US2017/014611, describe a circuit design for efficiently transferring significant levels of electrical power without the use of inductive circuit elements. Power is transferred using synchronously-switched capacitive elements in such a way that both step-up and step-down topologies may be readily realized. Charge transfer efficiency, size reduction, and cost reduction are greatly improved over traditional methods.

Traditional power conversion circuits such as switched-inductor and switched- transformer boost or buck topologies are based on bulky and expensive inductors made up of iron cores and lengths of copper wire. This patent describes a means for doing away with these ‘old school’ components in favor of a simpler and more efficient circuit topology.

Two Pending International Patents

Our first pending international patent covers the same technology as that covered by our issued U.S. patent for the electric motor technology. Our second pending international patent covers the same technology as that covered by our pending U.S. patent for the new technology.

History of the Company

Apparent Energy was launched in 2012 by Hani Hajje and Brett Belan with the mission of building energy related devices to help realize a global vision of sustainable energy solutions. With engineering backgrounds, the founding members began task testing and researching truly revolutionary ideas surrounding green energy. The focus was and remains on renewable energy, specifically by moving electrons from the power source to the load or storage system in a revolutionary new way. Enervolt technology lives at the heart of the clean energy revolution.

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November 2013 - Apparent Energy is Incorporated in the State of Nevada

April 2014 - Bill Patridge joins the team as CEO and Director of the Board

October 2014 - Nagaraj Murthy joins the Board of Directors and provides AE with great connections in India.

January 2015 - Nick Baida joins the team as an Independent Contractor.

April 2016 - Ashok Vij and Ganesh Panchmal, both living in India, join the team as additional resources to the India market.

May 2017 - The Company enters into a temporary agreement with Magnify Energy.

Nov 2017 - Ray Glass, Tommy Patel and Mack McCaskill come on board as consultants with expertise in the golf cart and battery markets.

January 2018 - MOU secured from Indian Electric Rickshaw Manufacturer.

March 2018 - Launch the Start Engine campaign, raised $119,000.

July 2018 - Purchase Order secured from Battery Source Chain for 100 units per month.

October, 2018 – Team expanded to include marketing and project management.

December, 2018 – Work on App completed. Bluetooth technology integrated.

December 26, 2018 – First units shipped.

January 22, 2019 - Started manufacturing of initial orders.

Projected Milestones:

February 7, 2019 - Ship product samples to initial customers in India.

February 15, 2019 - Begin shipping initial orders.

March 15, 2019 - Receive international orders (India).

April 15, 2019 - Shipping initial international orders.

May 15, 2019 - Initial license deal with major Indian manufacturer finalized

June 15, 2019 - Initial U.S. license deal finalized with major manufacturer

September 15, 2019 - Additional orders from first U.S. customers and new customers.

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October 31, 2019 - Initial license revenue received from Indian manufacturer’s sales

November 30, 2019 - Initial license revenue received from U.S. manufacturer’s sales

December 31, 2019 - Revenue for year-end reaches $2.7 million

December 31, 2020 - Revenue for year-end reaches $8.6 million

December 31, 2021- Revenue for year-end reaches $28.8 million

The Leadership Team

Directors and Executive Officers

We currently have four directors elected annually for a period of one year to serve until the annual meeting of our shareholders which was December 27, 2018, and until their successors are duly elected. Officers and other employees serve at the will of our Board of Directors.

Bill Patridge. Bill Patridge is the President, Chief Executive Officer, and Chairman of the Board of Enervolt. Mr. Patridge has over 30 years of experience in founding, managing and developing publicly-traded companies.

Hani Henri Hajje. Hani Henri Hajje, founder and Board Member, has a physics and engineering background with over 20 years of experience as an entrepreneur. He founded and served as CEO of Power Solutions, Inc., an e-commerce company which he sold in 2000.

Nagaraj Murthy. Nagaraj Murthy, Board Member, has over 25 years of experience as an inventor and entrepreneur involving technologies such as a digital satellite phone system and laser system for military and civilian application. Dr. Murthy co- founded and served as Director of Applied Laser Systems, a publicly-traded company engaged in manufacturing laser modules.

William Go. William Go, Board Member, worked as an engineer with Cisco Systems. He currently works as a real estate and marketing executive with experience in deploying large institutional capital. He has extensive experience in acquisition and disposition of bulk commercial and residential assets.

Nick Baida. Since Nick became an Officer in August 2017 he has provided innovative direction in developing products based on our patents. Nick has been the CEO and owner of NBC Incorporated, a real estate company, and Sunshine Large Load Laundry since 2007 – Present.

Compensation of Directors

Directors are not currently compensated for their services. When finances permit, we anticipate adopting an appropriate compensation policy for directors.

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Employment Agreements

We have no written employment agreements, change-of-control, severance or similar agreements with any of our officers. All of our engineers have signed invention assignment and confidentiality agreements. We also have an invention assignment agreement with Brett Belan, the original founder.

The Executive Team

Bill Patridge, President & CEO

During an entrepreneurial career that spans four decades, Bill has served as President and CEO of four privately held companies, which he later took public on NASDAQ: Future Communities, a building conglomerate; Growth Sciences, a scientific and research development company; Patco Industries, a law enforcement products company; and Applied Laser Systems. Bill was directly responsible for raising over $30,000,000 for Applied Laser Systems. Additionally, he served as the President & CEO of Hedgebrook Inc., a shell company. .Since 2014, Bill has been the President and CEO of Apparent Energy, now Enervolt.

Employees

We currently have several part-time employees and consultants. None of these employees are covered by a collective bargaining agreement. All of our engineers have signed invention assignment and confidentiality agreements. Each of our consultants have signed confidentiality agreements as well.

Nick Baida, Chief Innovation Officer and Vice President of Product Development

Nick graduated high school early and avoided college because he knew he wanted to invent things, free of theoretical restraints. He arrived in Portland, Oregon at age 18 and was offered six jobs on his first day there. He chose a cabinet shop and immediately crafted a jig that everyone there began using. Within six months he had two assistants, twice his age, and when the company downsized, they kept Nick.

Two years later he set out on his own and was so successful that he semi-retired at 35. Nick now owns 7 businesses providing passive income. Since he began working with Enervolt, he has applied his deductive reasoning genius to study and understand how electrons flow and has made a key contribution to evolving this innovative technology.

Christopher Harding, Chief Operating Officer

Over his decades as a successful business executive, entrepreneur, and leadership consultant, coach, and trainer, Chris has built a nationwide transportation network, helped found and lead a worldwide music, film, and television production and distribution company, and founded Luminary Communications, which has served Fortune 100 companies like Microsoft, Starbucks, and Amgen. His passion has always been to help create thriving cultures where workplace challenges bring out the very best in individuals, teams, and organizations.

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Will Wilkinson, Chief Communications Officer

Will has broad-based experience with both entrepreneurial start-ups in Canada and international non-profit organizations. In his past work, Will co-founded the Association for Responsible Communication, convening international conferences of professional communicators, founded and ran a successful healing practice, and worked as the Program Director for television in Canada where he produced programming and conducted hundreds of television interviews. The author of over a dozen books, Will currently maintains a coaching and training practice, specializing in co-creating highly innovative solutions with his clients via his unique visionary protocols.

Holly Duer, Chief Financial Officer and Systems Manager

Holly graduated from Southern Oregon University (SOU) in 2004 with a Bachelor’s degree in Science. Her focus has been computer science and small business administration. She has worked as the primary assistant to Bill Patridge since that date.

Gerard Jilek, Senior Director of Engineering

Gerard studied at Michigan Tech and the University of Wisconsin, majoring in geology, applied mathematics, and physics until he became disillusioned with the “paper chase” and applied his inventive nature to printing technologies. He worked as a plant engineer for an Oregon printing company for 17 years, then for 5 years with the premiere designer of flexographic printing equipment in Mississippi. Gerard built and successfully tested a Kromery Converter, an invention that attracted the attention of Brett Belan, one of the original co-founders of this enterprise.

Chris Martin, Senior Developer and Software Architect

Chris received his Bachelor of Science from Pomona College in Claremont, CA, majoring in computer science. He provides IT support and writes code to drive Enervolt’s revolutionary systems. He plans to combine artificial intelligence and distributed computing into the most efficient and intelligent charge control algorithm on the planet, combined with the next generation of smart, user friendly monitoring and analytics systems.

Richmond Mack, Senior Director of Marketing Strategy

Richmond has spent over 15 years creating and managing brands from startups to established international corporations, including the creation of multiple personal businesses. After graduating from Brown University with a degree in Political Science, Richmond moved to the Bay Area where he held the position of Creative Director and was responsible for managing multiple corporate brands while excelling at generating advertising accounts with major US corporations. After leaving San Francisco in 2004, he and his wife Lauren established their own branding firm, Keeks Creative. Richmond continues to work with multiple businesses to tell compelling stories, and maintains a passion for innovating and improving the world around him.

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Lauren Mack, Senior Director of Branding

Lauren is the Director of Brand and Strategy at Keeks Creative, a boutique storytelling and branding agency she co-founded with her husband Richmond in 2004. Lauren holds a B.A. in psychology from Brown University, an M.Ed. from Boston University in Human Movement, and was a member of the US National Ice Hockey team. Lauren is a visionary storyteller and believes that a great story lies at the heart of every business. As the CVO of a global tea company and co-founder of a martial arts apparel company, Lauren has a passion for telling beautiful stories that inspire, empower and elevate brands.

David Markowski, Director New Product Sales

Mr. Markowski has been CFO of eWellness Corporation and was CEO and Co-Founder of GFNN, Inc. Mr. Markowski has also maintained various active roles within GFNN’s subsidiaries including Founder, Director and CEO positions. He also previously served as the Director of Corporate Development for Visualant, Inc. and earlier as President of Angel Systems, Inc. an independent consulting firm with competencies in strategic marketing and business development. Earlier in his career, Mr. Markowski served as the Vice President of Finance for Medcom USA, a NASDAQ listed company. Prior to that, he had a decade of investment banking experience on Wall Street involved in financing start-ups and public offerings. He is a business development specialist with accolades in INC Magazine and others. Mr. Markowski holds a BA degree in Marketing from Florida State University.

Jeffrey Jensen, Sales Manager

Jeff received his business degree in Public Accounting from Southern Oregon University (SOU) and is currently completing his MBA in Information Systems. He worked with American Fidelity, based in Oklahoma, selling supplemental insurance and retirement plans to school districts. A few years after he began his own marketing and consulting business he met Bill Patridge and began working with the Company.

Ashok Vij, India Legal Consultant

Ashok lives in India and is a Senior Chartered Accountant (CPA) with over 38 years experience. He provides business advisory and financial consulting to various multinational companies and has served on many independent boards in India.

Dr. Ganesh Shenoy Panchmal, India Sales Consultant

Ganesh joined our team in 2015, his sales and marketing background are fueled by his passion for changing the growing pollution problem in his country, India. He has spent the past 30 years in the family business as an entrepreneur. Ganesh has spent over 20 years working with the government of India; he has worked with national and multinational companies as a consultant and upper management, reporting directly to the Managing Director and CEO.

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VI – THE FINANCIALS

Initial fundraising campaigns brought in approximately $1.1 million between November, 2013 and August, 2017. A second stage fundraising campaign, launched through StartEngine, netted $119,000 in less than 60 days. The Company’s unaudited balance sheet and profit and loss statements for the year ending December 31, 2018, are attached as Exhibit A hereto.

NOTICES REGARDING THIS PRIVATE PLACEMENT MEMORANDUM

This Private Placement Memorandum and all of its Exhibits (collectively, the “Offering Documents”) constitute an offer only to the person to whom this Private Placement Memorandum has been delivered and only if such person is an accredited investor as such term is defined in Rule 501(a) of Regulation D promulgated under the Act (“Regulation D”).

Each offeree, by accepting delivery of this Private Placement Memorandum, agrees to return this Private Placement Memorandum to the Company if the offeree does not purchase any of the Shares offered hereby, and further agrees to hold the Company harmless against any claims, costs, expenses, or damages it may suffer if the offeree breaches such agreement. Reproduction of this Private Placement Memorandum is prohibited.

The Company hereby extends to each offeree the opportunity, prior to the consummation of a sale of any Shares to such offeree, to ask questions of, and to receive answers from, officers or authorized representatives of the Company concerning this offering and to obtain any additional information relating to the Company. No information other than that contained in this Private Placement Memorandum, or in documents furnished by the Company in response to specific requests, may be relied upon in connection with this offering. Requests for additional information should be directed to the Company as follows: Enervolt, 295 E. Main St. #1, Ashland, OR 97520, phone: (541) 944-4733, email: bill@apparent-energy.com.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE SEC UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES IN ANY STATE IN WHICH AN OFFER OR SOLICITATION OF AN OFFER IS UNLAWFUL, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY

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TO ANY PERSON TO WHOM AN OFFER OR SOLICITATION OF AN OFFER IS UNLAWFUL. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR THE SALE OF THE SHARES SHALL CREATE ANY IMPLICATION THAT NO CHANGE HAS OCCURRED IN OUR BUSINESS OR AFFAIRS SINCE THE DATE OF THIS MEMORANDUM. IF MATERIAL CHANGES OCCUR DURING THIS OFFERING, WE WILL AMEND OR SUPPLEMENT THIS MEMORANDUM ACCORDINGLY.

IN MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS MUST RELY UPON THEIR OWN EXAMINATION OF US AND OF THE TERMS OF THIS OFFERING. THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE, AND NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED REGARDING ANY ECONOMIC RETURN THAT MAY ACCRUE TO PURCHASERS. PROSPECTIVE PURCHASERS ARE ADVISED TO CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS OR FINANCIAL ADVISERS ABOUT THE LEGAL AND TAX CONSEQUENCES AND THE INVESTMENT RISKS AND MERITS OF AN INVESTMENT IN THE SHARES.

THIS INVESTMENT IS AVAILABLE ONLY TO THOSE PERSONS WHO ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT. SEE “INVESTOR SUITABILITY” RELATING TO CERTAIN REPRESENTATIONS AND WARRANTIES WHICH AN INVESTOR WILL BE REQUIRED TO MAKE.

NO PRESENT MARKET EXISTS FOR ANY OF THE COMPANY’S SECURITIES, AND NO ASSURANCES CAN BE GIVEN AS TO EITHER THE ESTABLISHMENT OR MAINTENANCE OF ANY SUCH MARKET IN THE FUTURE. EVEN IF SUCH A MARKET SHOULD DEVELOP, THE SECURITIES BEING OFFERED HEREBY WILL NOT BE REGISTERED UNDER THE 1933 ACT, AND ABSENT SUCH REGISTRATION, WILL NOT BE PUBLICLY SALEABLE FOR AN INDEFINITE PERIOD OF TIME. NO ASSURANCE CAN BE GIVEN AS TO WHEN, IF EVER, THE SHARES WILL BE REGISTERED OR, EVEN IF REGISTERED, WHETHER ANY MARKET WILL DEVELOP.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE OFFERING DOCUMENTS OR IN ANY DOCUMENTS FURNISHED BY THE COMPANY, AND NOTHING CONTAINED HEREIN IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO FUTURE PERFORMANCE OR EVENTS. THE OFFERING DOCUMENTS DO NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE AN INVESTMENT IN THE COMPANY, AND ANY RECIPIENT HEREOF SHOULD CONDUCT HIS OWN INDEPENDENT ANALYSIS. THE INFORMATION CONTAINED HEREIN IS GIVEN AS OF THE DATE HEREOF AND THE COMPANY HAS NO DUTY TO UPDATE IT HEREAFTER.

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SUMMARY OF THE MEMORANDUM

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum.

Securities Being Offered

Shares of Common Stock, par value $0.01 per share, of Enervolt.

Offering Price

$2.50 per Share, with a required minimum purchase of 10,000 Shares, or $25,000, subject to our discretion to accept subscriptions for less Shares.

Size of Offering

A minimum of $100,000 (the “Minimum Offering”) and up to a maximum of $3,000,000 (the “Maximum Offering”).

Common Stock Outstanding Prior to This Offering

6,671,648 Shares, including (i) 2,419,000 Shares issuable upon exercise of stock options.

Common Stock Outstanding After This Offering

Immediately after this offering, we will have outstanding (i) approximately 6,711,600 Shares assuming the Minimum Offering is sold, or (ii) approximately 7,871,600 Shares assuming the Maximum Offering is sold.

Risk Factors

This offering involves a high degree of risk. Before deciding whether to purchase Shares, prospective purchasers should read the discussion under “Risk Factors.”

Use of Proceeds

We will use the net proceeds from the sale of the Shares for: (i) research and development; (ii) marketing; (iii) general and administrative expenses; (iv) cost of goods connected with manufacturing initial orders; and (v) general corporate purposes. Development activities will include, but will not be limited to, product development, hiring of additional staff, and establishing relationships with vendors. See “Use of Proceeds.”

Restrictions on Transfer

The Shares sold by us in this offering will constitute “restricted securities” within the meaning of the federal securities laws and, as such, may not be transferred or resold, unless subsequently registered under the Securities Act of 1933 and applicable state securities laws, or unless an exemption from such registration is available. There is no public market for our Common Stock, and we do not expect a public market to develop in the foreseeable future.

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Investor Suitability Requirements

We will sell and issue Shares only to purchasers who are “accredited investors” within the meaning of the federal securities laws and who otherwise meet the minimum suitability standards for this offering. See “Plan of Distribution – Suitability Standards.”

Subscription Procedures

To subscribe to purchase Shares, prospective purchasers must deliver to us a completed and signed copy of the Subscription Agreement and Investor’s Questionnaire, sent separately from this memorandum, and deliver them to us, along with either a wire transfer to the Company’s segregated bank account at People’s Bank of Commerce, or a check made payable to People’s Bank at account 0200725200 for the full purchase price of the Shares. See “Plan of Distribution.”

We will not sell Shares unless we receive and accept subscriptions for at least the Minimum Offering on or before the offering closing. We will hold all subscription funds we receive in a segregated bank account until we have received and accepted subscriptions for at least the Minimum Offering. Unless we have received and accepted subscriptions for at least the Minimum Offering by the offering closing, all subscription funds held by us will be promptly returned to subscribers without deduction or interest.

The Offering Closing

The offering closing is scheduled to occur on or before April 30, 2019, which may be extended in our discretion to no later than July 31, 2019. If we have received and accepted subscriptions for at least the Minimum Offering by the offering closing, we will issue the Shares to the subscribers at an initial closing. We will notify subscribers when we have received and accepted subscriptions for at least the Minimum Offering. Following the initial closing, we may continue to offer Shares, up to the Maximum Offering, through the offering closing and to issue Shares to subscribers at one or more additional closings.

Previous Offering

Apparent Energy previously raised approximately $337,500 in a Private Placement Offering ending in July 2017 and raised approximately $119,000 in early 2018 in a small public offering hosted through Start Engine.

Additional Information

We will make available to any prospective purchaser, prior to the offering closing, the opportunity to ask questions and receive answers concerning our business and the terms and conditions of this offering, and to obtain any additional relevant information to the extent we possess such information or can obtain it without unreasonable effort or expense. See “Additional Information.”

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PLAN OF DISTRIBUTION

General

We are offering a minimum of 40,000 Shares and a maximum of 1,200,000 Shares at a purchase price of $2.50 per Share. The minimum purchase is 10,000 Shares, or $25,000, subject to our discretion to accept subscriptions for fewer Shares. The Shares will be offered primarily by the Company. We may, however, engage one or more broker-dealers to assist with this offering, and may pay them commissions of up to 10% of the purchase price of Shares sold with their assistance.

All subscription funds will be deposited in a segregated Company bank account until we have received and accepted subscriptions for at least the Minimum Offering. The offering closing is scheduled to occur on or before April 30, 2019, which may be extended in our discretion to not later than July 31, 2019. Unless we have received and accepted subscriptions for at least the Minimum Offering by the offering closing, all subscription funds will be promptly returned to subscribers without deduction or interest. If we have received and accepted subscriptions for at least the Minimum Offering by the offering closing, we will issue the Shares to subscribers at an initial closing. We will notify subscribers when we have received and accepted subscriptions for at least the Minimum Offering. Following the initial closing, we may continue to offer Shares, up to the Maximum Offering, through the offering closing and to issue Shares to subscribers at one or more additional closings.

Method of Subscribing

In order to subscribe to purchase Shares, each prospective purchaser must complete the Subscription Agreement and Investor’s Questionnaire, sent separately from this memorandum, and deliver them to us, along with a wire transfer to the Company’s segregated bank account at People’s Bank of Commerce, or a check made payable to People’s Bank at account 0200725200 for the full purchase price of the Shares.

Right to Reject or Allot

We reserve the right to cancel or withdraw this offering at any time, to reject, in whole or in party, any subscription for Shares, and to allot to any prospective purchaser less than the full number of Shares subscribed for by the purchaser.

Investor Suitability

We are offering the Shares for sale in reliance upon exemptions from registration and qualification under federal and state securities laws for transactions not involving a public offering. The Company will offer and sell the Shares only to investors who (i) qualify as “accredited investors,” as that term is defined in Rule 501 and Rule 506(a) promulgated under the Securities Act, or (ii) are not acquiring the Shares for the account or benefit of any “U.S. person” (within the meaning of Regulation S under the Securities Act) and that, as of the date of purchase, is not a U.S. person, and, in each case, meet the other suitability standards stated herein. All subscriptions for the Shares are subject to acceptance by the Company, in the Company’s sole discretion.

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To qualify as an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, an investor must demonstrate the basis for such qualification. To be an accredited investor, an investor must fall within any of the following categories at the time of the sale of any Shares to that investor:

● A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such person’s purchase of the Shares exceeds $1,000,000 (for purposes of calculating net worth under this category, (i) the natural person’s primary residence will not be included as an asset, (ii) indebtedness that is secured by the undersigned’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, will not be included as a liability, (iii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount will be included as a liability, and (iv) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the investment, other than as a result of the acquisition of the primary residence, the amount of such excess will be included as a liability); ��

● A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; ��

● A director or executive officer of the Company; ��

● A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity, a broker or dealer registered pursuant to Section 15 of the Exchange Act; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of that Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

● A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

● An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; a corporation; a Massachusetts or similar business trust; or a partnership;

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in each case, not formed for the specific purpose of acquiring the Securities and with total assets in excess of $5,000,000;

● A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

● An entity in which all of the equity owners are accredited investors.

For purposes of determining whether an investor is an accredited investor, the term “net worth” means the excess of total assets over total liabilities but excluding the principal residence of such investor.

In determining income, an investor should add to the investor’s adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

RISK FACTORS

An investment in the Shares involves a high degree of risk. In addition to the other information in this Memorandum, prospective purchasers should carefully consider the factors below before determining as whether to purchase Shares. The risks described below may not be the only material ones relating to the Company.

Forward-Looking Statements

This Private Placement Memorandum contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements contained in this Private Placement Memorandum that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s expectations for the launch of the Website, expectations regarding post-launch Website enhancements, use of proceeds from this offering, and statements regarding the Company’s anticipated revenues, expenses, and profits. These forward-looking statements are based on the Company’s current expectations. These statements are not promises or guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results to be materially different from any future results expressed or implied by the forward-looking statements. These risks include, but are not limited to, the following: the Company’s limited operating history and uncertainty as to future revenues; the Company’s potential need for additional financing following the closing of this offering; the lack of voting control by those who invest in this offering; the established competition in the power conversion industry; uncertainty that the Company’s systems, procedures, or controls will be adequate to support the Company’s operations, or that Company management will be able to achieve the rapid execution necessary to fully exploit the current market window for the Company’s products and services; the Company’s reliance on contract manufacturers for the production of its products and sourcing of product components and materials; the Company’s ability to

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obtain required industry certifications; the Company’s ability to comply with government regulations across multiple jurisdictions; the Company’s reliance on a small number of customers; the Company’s potential inability to obtain patent protection and other intellectual property protection for its proprietary technology; the potential liability relating to any malfunction associated with the Company’s technology; the absence of a public market for the Shares, the uncertainty that any such public market will develop in the future, and the resulting restriction on transfer of the Shares; the subjective determination of the purchase price for the Shares; the Company’s dependence on key personnel, and the Company’s potential inability to identify, attract, hire, train, retain, and motivate other skilled personnel; the lack of current or near-term cash dividend payments from common stock currently issued and to be issued pursuant to this offering; the immediate and substantial dilution to purchasers of the Shares; and the Company’s broad discretion in using the proceeds from this offering.

As a result of these risks, actual results may differ materially from those indicated by the forward-looking statements made in this Private Placement Memorandum. Forward-looking statements contained in this Private Placement Memorandum speak only as of the date of this Private Placement Memorandum, and we undertake no obligation to update or revise these statements except as may be required by law.

Risks Related to Our Business and Industry

Start-Up Company; Lack of Operating History; No Assurance of Growth or Profitability

Apparent Energy was incorporated on November 1, 2013. Thus, the Company has a very limited operating history on which to base an evaluation of its business prospects in connection with an investment in the Shares. You may evaluate such prospects by reviewing the Company’s unaudited balance sheet and profit and loss statements for the year ending December 31, 2018, all attached as Exhibit A hereto.

The Company’s prospects must be considered in light of the risks, delays, expenses, and difficulties frequently encountered in connection with the establishment and continuation of a business in a highly competitive environment. To address these risks, the Company must, among other things, respond to competitive developments, continue to attract, retain, and motivate qualified persons, and continue to upgrade its technologies and commercialize products and services incorporating such technologies.

There can be no assurance that the Company will be successful in addressing these risks. Prior to the completion of this offering, the Company will have no working capital. The Company’s operations will be dependent upon the net proceeds of this offering. The Company is likely to sustain losses for at least the first six months following the closing of this offering. No assurance can be given that the Company will successfully implement any of its plans in a timely or effective manner and when, if ever, the Company can generate revenues or operate profitably.

The Company believes that its growth and profitability will depend in large part on its ability to (i) deliver innovative technology, (ii) obtain global companies as customers, and (iii) supplant the world’s dependence on current power conversion technologies.

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Previous Offering

Apparent Energy previously raised approximately $337,500 in a Private Placement Offering ending in July 2017 and raised approximately $119,000 in early 2018 in a small public offering hosted through Start Engine.

Need for Additional Financing

The Company currently anticipates that the net proceeds from the sale of the Minimum Offering will be sufficient to meet its anticipated needs for working capital, capital expenditures, and business expansion through at least the next 4 months, and through at least the next 30 months if the Maximum Offering is sold. After the net proceeds from the sale of the Minimum or the Maximum Offering have been consumed, the Company may require additional financing in significant amounts to further develop its proposed operations. No assurance can be given that additional financing will be available on terms favorable to the Company or at all. No assurance can be given that the Company will successfully implement any of its plans in a timely or effective manner or that the Company will generate significant revenues or operate profitably.

Lack of Voting Control by New Investors

Upon the completion of this offering, the current stockholders, excluding shares issuable upon exercise of outstanding options and conversion of convertible debt, will own in the aggregate at least 67% of the Company’s outstanding Common Stock. Investors who participate in this financing will not have any veto power as a separate group over future corporate transactions, including a sale of the Company or the issuance of new securities, even if the Company sells the Maximum Offering.

Competition

The Company will compete against well-established incumbent power conversion technology providers. The Company’s current and potential competitors have longer operating histories, greater name recognition, larger installed customer bases, and significantly greater financial, technical and marketing resources than the Company. Competitive pressures created by any one of these companies, or by the Company’s competitors collectively, could materially adversely affect the Company’s business, operating results or financial condition.

Management of Growth

The Company anticipates rapid expansion over the near term as it aggressively markets its products for sale. The Company’s hope for rapid growth is expected to place a significant strain on the Company’s managerial, operational and financial resources. To manage its growth, the Company plans to implement and improve its operational and financial systems and to expand, train and manage its employee base. Further, the Company will be required to manage multiple relationships with various customers and other third parties. Although the Company believes that it has made adequate allowances for the costs and risks associated with this expansion, there can be no

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assurance that the Company’s systems, procedures, or controls will be adequate to support the Company’s operations or that Company management will be able to achieve the rapid execution necessary to fully exploit the market window for the Company’s products and services. If the Company is unable to manage growth effectively, the Company’s business, operating results, and financial condition will be materially adversely affected.

Contract Manufacturing

The Company uses contract manufacturers to manufacture its products to Company specifications. Although the Company believes there are many contract manufacturers qualified to manufacture the Company’s products to Company specifications, any failure of one of the Company’s contract manufacturers may delay the production of Company products, which in turn may materially adversely affect the Company’s business, operating results, and financial condition.

Several of the Company’s contract manufacturers are also responsible for the sourcing of product components and materials. The Company has multiple sources for most of its components, but a limited number of components are single-sourced. If the Company or any of its contract manufacturers fail to obtain sourcing for any product components or materials, the production of the Company’s products may be delayed.

Industry Certifications

Industry certifications are generally required for our products. UL1741 is the main U.S. certification requirement. A National Recognized Testing Laboratory must certify Company products for conformance to UL1741 before the Company’s customers may install and use Company products in grid-tied applications in the U.S. The Company intends to use both Underwriters Laboratories and Intertek for its certification requirements.

The European Union, Japan, and other major jurisdictions have different certification test procedures, but generally test for similar safety and performance capabilities as the U.S. Local certifications will likely be required to sell Company products outside of the U.S. for many applications. To date, the Company has not received any international certifications on its products. The Company has deployed a few products in foreign countries as demonstrations and as test projects in laboratories or microgrid applications, which may be exempt from the certification requirements. The Company expects to start the certification process in one or more international markets in 2019. Although the Company does not expect any problems with obtaining the required industry certifications, no assurance can be given that all required certifications will be obtained on a timely basis.

Government Regulation

Government approval is not required for the Company to sell its products. However, government support for renewable energy, grid storage, electric vehicle charging infrastructure, and improved grid resiliency, including incentives and mandates, may impact the size and growth rate of the Company’s target markets. Utility regulations and

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support may also impact these end markets. In the near term, government and utility support is generally required for these markets to grow, and therefore any changes in government utility policy may limit the near-term market opportunities for the Company’s products.

Small Number of Customers

The Company is just beginning to introduce its product line to the power conversion market. The Company is currently receiving indications of interest from major companies including Amara Raja, Exide, Kaynes, Selco and Tata. Although the Company is expanding its customer base and channels to market, the Company will be reliant on a small number of customers for the near term.

Uncertain Protection of Intellectual Property

The Company’s success and ability to compete is dependent in large part upon the Company’s proprietary technology. The Company relies on a combination of patents, intellectual property laws, confidentiality procedures, and contractual restrictions with its employees and others to establish and protect its intellectual property rights. In addition, the software shipped with Company products is encrypted.

As of July 6, 2018, the Company has one issued U.S. patent, one pending U.S. patent, and two pending international patents. Because the Company creates new technology from time to time as part of the Company’s ongoing operations, certain proprietary technology of the Company has not yet been submitted for patent protection. Additionally, the Company has no trademark or trade name protection. Although the Company believes that it may have a reasonable chance of patent protection in the future for some or all of its currently unpatented proprietary technology, there can be no assurance that such protection will be obtained.

The Company believes that factors such as the technological and creative skills of its personnel, possible Company advantage in time to market, new product developments, possibility of being first to market, and reliable product maintenance may be as essential as intellectual property protection in establishing and maintaining a technology leadership position. No assurance can be given that the Company’s technology will not be copied.

The technology is the cornerstone to the Company’s success, and there can be no assurance that others will not develop technologies that are similar or superior to the Company’s technology. The Company has entered into confidentiality and invention assignment agreements with its engineering team, confidentiality agreements with its consultants, and it generally controls access to and distribution of its technology, documentation and other proprietary information.

The Company has also entered into nondisclosure agreements with parties with which it conducts business in order to limit access to and disclosure of its proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use the Company’s products or technology without authorization,

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to develop similar technology independently, or to enjoin the Company’s use of technology obtained by its employees and contractors while working for such party.

Despite the Company’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of the Company’s products or to obtain and use information that the Company regards as proprietary. Policing unauthorized use of the Company’s products is difficult. There can be no assurance that the steps taken by the Company will prevent misappropriation of its technology or that such agreements will be enforceable.

In addition, litigation may be necessary in the future to enforce the Company’s intellectual property rights, to protect the Company’s trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on the Company’s business, operating results or financial condition.

Potential Liability

A malfunction of the Company’s technology could involve potentially significant risks of statutory, contractual, tort and other forms of liability, which may give rise to actionable claims for damages. Such claims could have a material adverse effect on the Company.

Absence of Public Market; Restrictions on Transferability

There is presently no market for the Shares, and no such market can be expected to develop upon completion of this offering. Moreover, the Shares have not been registered under the Act or the securities laws of any state (the “State Acts”). No assurance can be given that they will be registered. Absent such registration, the Shares will not be publicly saleable for an indefinite period of time from the closing of this offering. In addition, no assurance can be given that any exemption from registration for public or private sale of such securities will be available. Purchasers of the Shares must be prepared to bear the economic risks of an investment for an indefinite period of time, since the securities cannot be sold unless they are subsequently registered or an exemption from registration is available.

Subjective Determination of Offering Price

The purchase price for the Shares offered hereby was subjectively determined by the Company and bears no relationship to the Company’s assets, book value, prospective earnings or any other established criterion of value, except for the Board of Directors' subjective analysis of the overall value of the Company’s intellectual property. The Company did not utilize the services of a valuation consultant in arriving at the purchase price for the Shares.

None of the Shares has been registered under the Act or under any State Acts in reliance upon exemption from registration with the SEC provided for in Sections 3(b) and 4(2) of the 1933 Act and Regulation D, and similar provisions under applicable State Acts which provide exemptions from the securities registration provisions. No

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general solicitation will be made in connection with issuance of the Shares being offered, and subscriptions for the Shares will be accepted only from qualified accredited investors, as hereinafter described.

Dependence on Key Personnel

The Company’s business will depend upon the efforts of Bill Patridge, the Company’s President and CEO, the Company’s engineering team, and other key personnel. The Company has no written employment agreements with any of its executive officers or key personnel, other than the invention assignment agreements with the engineering team. The Company does not maintain key-person life insurance on any of its executive officers or key personnel. The loss of the services of any key personnel could materially harm the Company’s business.

The Company’s future success also depends on its ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, marketing, and customer service personnel. Competition for such personnel is intense, and the Company cannot guarantee that the Company will be able to successfully attract, integrate, or retain such qualified personnel.

The Company Does Not Intend to Pay Dividends

The Company has not paid any dividends on its Common Stock to date, and the Company does not anticipate distributing dividends until it generates significant revenue. Until that time, the Company intends to retain any earnings to finance the development and expansion of its business.

You Will Experience Immediate and Substantial Dilution

Purchasers of Shares in this offering will experience immediate and substantial book value dilution, in that the purchase price, $2.50, of the Shares will be substantially greater than the net tangible book value of the Shares. This dilution is due to the fact that existing shareholders acquired their shares of our Common Stock at a price that is substantially less than the price per share in this offering. The Company has 2,419,000 outstanding options. In the case that all options were exercised, the Company would recognize $4,148,750.

The Company Will Have Broad Discretion in Using the Proceeds From This Offering

Although the Company has generally identified in this Memorandum how it expects to use the proceeds from this offering, Company management will have broad discretion in determining the specific uses of the proceeds. See “Use of Proceeds.”

Tax Advice Disclosure

Neither the information contained herein nor any prior, contemporaneous or subsequent communication should be construed by any prospective investor as legal or tax advice. A prospective investor should consult its own legal and tax advisors to ascertain the merits and risks of an investment before investing.

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All investors and prospective investors are hereby informed that (i) no tax advice contained in this Memorandum is intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding penalties under the Internal Revenue Code of 1986, as amended, (ii) any such advice is written to support the promotion or marketing of the transactions or matters addressed in this Memorandum, and (iii) each investor and potential investor should seek advice based on its particular circumstances from an independent tax advisor. Tax-Exempt Organizations and Other Investors. Investment may be unsuitable for employee benefit plans, other tax-exempt organizations, non-resident aliens, foreign corporations and other foreign persons and should not be undertaken without independent tax advice. The tax-exempt organizations from which investment may be unsuitable include charitable foundations and other 501(c)(3) organizations and charitable remainder trusts. Investment by such plans, entities and persons raises unique issues and may have substantially different or adverse tax consequences which are not fully discussed herein. Employee benefit plans and tax exempt entities are urged to seek and follow advice from their own tax advisor with regard to any contemplated investment.

USE OF PROCEEDS

The gross proceeds of this offering will be $100,000 if the Minimum Offering is sold and $3,000,000 if the Maximum Offering is sold. We estimate that the net proceeds to us, after deducting legal, accounting, commissions to broker-dealers, and other expenses of this offering, will not exceed approximately $77,000 assuming the Minimum Offering is sold, or $2,927,000 assuming the Maximum Offering is sold. There is no assurance that we will sell more than the Minimum Offering.

The Shares will be offered primarily by our officers and directors acting on our behalf. We may, however, engage one or more registered broker-dealers to assist with this offering and may pay commissions of up to 10% of the purchase price of any Shares sold with their assistance. Prospective purchasers should assume that all Shares will be sold with the assistance of a broker-dealer. However, to the extent Shares are sold without the assistance of a broker-dealer, the net proceeds to the Company will increase by the amount of commissions saved. The actual offering expenses and net proceeds to us may be different than is estimated above.

We will use the net proceeds from the sale of the Shares for: (i) research and development; (ii) marketing; (iii) general and administrative expenses; (iv) cost of goods connected with manufacturing initial orders; and (v) general corporate purposes. Development activities will include, but will not be limited to, product development, hiring of additional staff, and establishing relationships with vendors.

Below are two approximate breakdowns of the use of net proceeds. The first breakdown assumes the Minimum Offering is sold, and the second breakdown assumes the Maximum Offering is sold.

31

Minimum Offering $100,000

Use of Proceeds Amount

Research and Development $11,000

Marketing $16,000

General and Administrative $23,000

General Corporate Purposes $17,000

Legal and Accounting expenses related to this offering $23,000

Cost of Goods Sold for initial orders $10,000

TOTAL $100,000

Maximum Offering $3,000,000

Use of Proceeds Amount

Research and Development $353,000

Marketing $250,000

General and Administrative $1,025,000

General Corporate Purposes $1,049,000

Legal and Accounting expenses related to this offering $23,000

Commissions paid to broker- dealers $50,000

Cost of Goods Sold for initial orders $250,000

TOTAL $3,000,000

The allocation of the net proceeds set forth above represents our best estimate based upon our currently proposed plan of operations and other assumptions. If our plan of operations or these other factors change, we may find it necessary or advisable to reallocate some of the proceeds within the above-described categories or to use a portion of the net proceeds for other purposes. We also may determine to use a portion of the net proceeds for the acquisition of complementary businesses, technologies or products, although we have no present commitments or agreements with respect to any such acquisitions. We believe that the net proceeds from this offering will be sufficient to meet our working capital needs and fund our operations for 4 to 30 months following this offering, depending upon whether we sell only the Minimum Offering or the Maximum Offering in this offering, but we may require additional working capital during such time period, and we will require additional funding.

The net proceeds of this offering not immediately required for the purposes described above will be invested primarily in U.S. government securities, short-term certificates of deposit, or similar interest-bearing investments.

32

DISCUSSION OF ENERVOLT’S FINANCIAL CONDITION

Since the incorporation of (formerly) Apparent Energy on November 1, 2013, no revenues have been generated. As of December 31, 2018, the Company had an accumulated deficit of approximately $1,200,000. Enervolt does not anticipate generating significant revenue until at least six months following the closing of this offering.

Legal Proceedings

We are not a party to any material legal proceedings. As we expand our business and operations, we may be subject to legal proceedings and claims arising in the ordinary course of our business.

DESCRIPTION OF SHARES

We are presently authorized to issue 30,000,000 shares of par value $0.01 Common Stock. If the Minimum Offering is consummated, there will be 6,711,600 shares of Common Stock issued and outstanding. If the Maximum Offering is consummated, there will be 7,871,600 shares of Common Stock issued and outstanding.

Common Stock

Each holder of Common Stock has one vote in respect of each share of stock held of record on the books of the Company for the election of directors and on all matters submitted to a vote of our stockholders. The holders of shares of Common Stock are entitled to receive, when and if declared by the board of directors, out of our assets which are by law available for dividends, dividends payable in cash, property or shares of capital stock. In the event of any dissolution, liquidation or winding up of our affairs, holders of Common Stock will be entitled, unless otherwise provided by law or our certificate of incorporation, including any certificate of designations for a series of preferred stock, to receive all of our remaining assets of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. Holders of our Common Stock do not have preemptive rights, and they have no right to convert their Common Stock into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges of Common Stockholders are subject to the rights of the stockholders of any series of preferred stock that may in the future be issued and outstanding.

Dividend Policy

We have not paid any dividends on our Common Stock to date, and we do not anticipate distributing dividends until we generate significant revenue. Until that time, we intend to retain any earnings to finance the development and expansion of our business.

33

PATRIOT ACT RIDER

THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED

BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:

(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001. EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR CALL THE COMPANY AT THE ADDRESS AND NUMBER LISTED IN THIS PRIVATE OFFERING MEMORANDUM.

NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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NOTICE TO NON-UNITED STATES RESIDENTS

IT IS THE RESPONSIBILITY OF ANY ENTITIES WISHING TO PURCHASE THE UNITS TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH

PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES. BY ACCEPTANCE OF THIS MEMORANDUM, PROSPECTIVE INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE UNITS. THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSIDERED TO BE INVESTMENT, TAX, OR LEGAL ADVICE AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH THEIR OWN COUNSEL AND ADVISORS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN THIS OFFERING.

SECURITIES ACT

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 (“SECURITIES ACT”), AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

ADDITIONAL INFORMATION

We will make available to prospective purchasers, prior to their purchase or acquisition of the Shares, the opportunity to ask questions of and to receive answers concerning us and the terms and conditions of this offering, and to obtain any additional relevant information to the extent we possess such information or can obtain it without unreasonable effort or expense. Questions should be directed to us by calling Bill Patridge at (541) 944-4733. We also may be contacted via e-mail at bill@enervolt.energy or bill@apparent-energy.com

35

ENERVOLT PPM – EXHIBIT A

TotalIncome Credit Card Reward Credits 900.00

Total Income $ 900.00 Cost of Goods Sold Cost of labor - COS 2,352.42

Outside Services Rendered 38,200.00

Supplies & Materials - COGS -3,464.24

Total Cost of Goods Sold $ 37,088.18 Gross Profit -$ 36,188.18 Expenses Bank Charges 293.50

Commissions & fees 8,916.23

Consulting 40,099.75

Dues & Subscriptions 3,646.55

Finance Charge 386.67

Freight & Delivery 13.40

Interest Expense 1,989.55

Legal & Professional Fees 38,494.00

marketing 1,775.00

Meals and Entertainment 3,081.91

Office Expenses 869.51

Payroll Expenses Accrued Wages 0.00

Benefits and Perks 0.00

Taxes 5,619.47

Wages 63,333.00

Total Payroll Expenses $ 68,952.47 Project Supplies 17,333.12

Batteries 359.52

Solar -435.00

Total Project Supplies $ 17,257.64 Promotional 10,000.00

Rent or Lease 0.00

Shipping and delivery expense 273.52

State Tax 162.38

Stationery & Printing 337.89

Taxes & Licenses 244.01

Travel 8,131.57

Travel Meals 126.05

Utilities 1,066.00

Total Expenses $ 206,117.60 Net Operating Income -$ 242,305.78 Net Income -$ 242,305.78

Monday, Feb 04, 2019 04:52:10 PM GMT-8 - Accrual Basis

formerly 'Apparent Energy Inc.'Profit and Loss

January - December 2018

Enervolt

36

ENERVOLT PPM – EXHIBIT A (CONT)

TotalASSETS Current Assets Bank Accounts Master Account (4506) 1,738.86

Peoples General Account 1,000.00

Peoples Holding Account 7,275.00

Total Bank Accounts $ 10,013.86 Other Current Assets Deferred Salary/Consulting Asset 164,550.29

Deferred Tax Asset 146,000.00

Other Current Asset 19,300.00

Payroll Refunds 130.00

Prepaid Expenses 0.00

Uncategorized Asset 7,021.05

Total Other Current Assets $ 337,001.34 Total Current Assets $ 347,015.20 Fixed Assets Accumulated Depreciation -1,142.00

Buildout 6,982.00

Furniture & Equipment 7,148.85

Patents 62,625.50

Accumulated Amortization -1,426.00

Total Patents $ 61,199.50 Total Fixed Assets $ 74,188.35 Other Assets Loans made 8,000.00

Total Other Assets $ 8,000.00 TOTAL ASSETS $ 429,203.55 LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable Accounts Payable (A/P) 41,623.63

Total Accounts Payable $ 41,623.63 Credit Cards Credit Cards Payable 24,070.67

Total Credit Cards $ 24,070.67 Other Current Liabilities Direct Deposit Payable 0.00

Expenses due to Shareholders 8,635.58

Other Current Liabilities 3,300.00

Payroll Liabilities

formerly 'Apparent Energy, Inc.'Balance Sheet

As of December 31, 2018

Enervolt

37

ENERVOLT PPM – EXHIBIT A (CONT)

Accrued wages 16,000.00

Federal Taxes (941/944) 1,019.66

Federal Unemployment (940) 168.00

OR Employment Taxes 104.30

OR Income Tax 97.11

OR Statewide Transit Taxes 10.02

Total Payroll Liabilities $ 17,399.09 Reserve Line 0.00

Total Other Current Liabilities $ 29,334.67 Total Current Liabilities $ 95,028.97 Long-Term Liabilities Shareholder Notes Payable 9,500.00

Total Long-Term Liabilities $ 9,500.00 Total Liabilities $ 104,528.97 Equity Common Stock 1,686,735.25

Start Engine Common Stock 117,017.50

Total Common Stock $ 1,803,752.75 N/P Related Parties 0.00

Paid in Capital 0.00

Retained Earnings -1,236,772.39

Net Income -242,305.78

Total Equity $ 324,674.58 TOTAL LIABILITIES AND EQUITY $ 429,203.55

Monday, Feb 04, 2019 04:51:45 PM GMT-8 - Accrual Basis