Rodi Power Systems, Inc.
Proposed Ticker:RODI 7503 South 228th Street
Exchange:NASDAQ-National Market Kent, WA 98032
Industry:Manufacturing (SIC Code 3519) (253) 850-1490

Filing Information
Type of Shares:Common Shares Filing Date:6/30/97
U.S. Shares Filed:5,000,000 Filing Price:$4.00
Non-U.S. Shares Filed:0 Offering Amount: $20,000,000
Primary Shares:5,000,000 Expenses:$800,000
Secondary Shares:0 Shares Out After:17,673,085

Primary Underwriting Group
ManagerTierPhone
Intrepid Securities, Inc.Lead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Prindle, Decker & Amaro, LLP
Bank's Law Firm: Morse, Rick
Auditor: Walsh, Kenneth, E.
Registrar/Transfer Agent: U. S. Stock Transfer Corporation

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
4 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 4/30/97 4/30/96 4/30/97
Revenue:$0.00$0.07$0.00Assets:$0.23
Net Income:-$0.85-$0.25-$0.31Curr Assets:
EPS:-$0.07-$0.02-$0.03Liabilities:$0.43
Prior EPS:-$0.10Curr Liabilities:
Cash Flow/Oper:Equity:-$0.20
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage company which is engaged in the design and development of the company's initial product, the HT1-450 diesel engine. The HT1-450, which has been under development since 1993, is a V-4 cylinder rod-crank trubo diesel engine designed to generate 300 to 500 horsepower for use in Class 8 heavy duty trucks, boats and stationary power applications. If development of the HT1-450 is successfully competed, the company intends to manufacture, market and sell the HT1-450 engine and to develop, commercialize, and sell other high horsepower engines utilizing this engine design for trucks, boats and stationary power applications. The company has also recently commenced distribution of a third party's engines to a newly formed joint venture, Alternate Power Equipment, Inc. The company is also developing the natural gas fueled HT2-300G, which is designed to use the conventional four-stroke engine cycle with spark ignition while retaining most of the other innovations under development on the HT1-450.

Competition
The diesel and natural gas engine market is extremely competitive. The company expects competition in the diesel and natural gas engine market to continue, if not intensify, as the demand for more efficient and reliable engines increases and new technologies and systems are developed to deliver such engines ina cost-effective and convenient manner. The primary suppliers of heavy duty diesel engines and natural gas engines are major national businesses with long established operating histories and significant market shares. These companies possess greater technical resources and market recognition than the company, and have management, financial and other resources not available to the company. Existing engines are likely to be perceived by many customers as superior or more reliable than any new product until it has been in the marketplace for a period of time. There is no assurance that the company will be able to compete effectively with these companies.

Business Plan
The company's marketing strategy is based on customer demand "pull through" with the truck and generator set manufacturers. The company has been working directly with selected customers and a truck and generator set manufacturer to integrate their requirements into the basic engine design.

Use of Proceeds
The proceeds from the proposed offering will be used to complete the development of the HT1-450 diesel and HT2-300G natural gas engines and initiate production.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Byron R. Spain36.80%34.20%
Donavan E. Garman8.70%8.00%
Steven E. Garman6.70%6.20%
Gwendolyn S. Spain5.70%5.30%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Byron R. SpainChairman of the Board/Chief Executive Officer58
Marilyn D. MaysDirector57
David TeoDirector47
Donavan E. GarmanDirector and President62
Steven E. GarmanDirector and Vice President--Customer Systems40
Gwendolyn S. SpainSecretary and Vice President of Investor Relations57
Winston D. BennettTreasurer and Chief Financial Officer56

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