Equity Investment in 3707 Counselor Drive
Regulation Crowdfunding
3%
Funded

Target: $295000

Investors: 3

Raised: 3%

Days To Go: N/A

Start date: May 3, 2019
End date: June 17, 2019

Equity Investment - 3 Year Hold - 20.92% Projected ROI from rental cash flow and property appreciation of 3707 Counselor Drive Austin, TX.

Offering at a Glance:

Equity Investment in a Single Family Rental Property.  Fully refurbished and already rented, 3707 Counselor is a 3-Bedroom, 2.5-Bath rental home in desirable Austin, TX neighborhood. 

Investment Ownership

   - Rental Cash Flow

   - Equity Appreciation

Minimum Investment: $1,650 per share - up to 200 total shares

Projected ROI: 20.92%

Overview


Use of ProceedsPercent of Proceeds Raised @ TargetFunds Raised @ TargetPercent of Proceeds Raised @ MinimumFunds Raised @ Minimum
Total Raise100%$330,000100%$295,000
Property Payoff58.48%$193,00065.42%$193,000
Make Ready1.52%$5,0001.69%$5,000
Issuer Cash Out32.57%$107,49325.38%$74,878
Closing2.73%$9,0152.72%$8,036
CF Commission4.00%$13,1924.00%$11,787
Attorney0.70%$2,3000.78%$2,300
Issuer Ownership10.30%20.04%
Crowd Ownership89.70%79.96%


THE OFFERING AND THE SECURITIES
 
The Offering

 

The Company is offering up to 200 Membership Interests for up to $330,000.00. The Company is attempting to raise a minimum amount of $295,000.00 in this Offering (the "Minimum Amount"). The Company must receive commitments from investors in an amount totaling the Minimum Amount by June 17, 2019 (the "Offering Deadline") in order to receive any funds. If the sum of the investment commitments does not equal or exceed the Minimum Amount by the Offering Deadline, no Securities will be sold in the Offering, investment commitments will be cancelled and committed funds will be returned to potential investors without interest or deductions. The Company has the right to extend the Offering Deadline at its discretion. The Company will accept investments in excess of the Minimum Amount up to $330,000.00 (the "Maximum Amount") and the additional Securities will be allocated at the Company’s discretion. The price of the Securities does not necessarily bear any relationship to the Company’s asset value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Securities.

 

In order to purchase the Securities, you must make a commitment to purchase by completing the Subscription Agreement. Purchaser funds will be held in escrow with North Capital Private Securities Corporation until the Minimum Amount of investments is reached. Purchasers may cancel an investment commitment until 48 hours prior to the Offering Deadline or the Closing, whichever comes first using the cancellation mechanism provided by the Intermediary. The Company will notify Purchasers when the Minimum Amount has been reached. If the Company reaches the Minimum Amount prior to the Offering Deadline, it may close the Offering at least five (5) days after reaching the Minimum Amount and providing notice to the Purchasers. If any material change (other than reaching the Minimum Amount) occurs related to the Offering prior to the Offering Deadline, the Company will provide notice to Purchasers and receive reconfirmations from Purchasers who have already made commitments. If a Purchaser does not reconfirm his or her investment commitment after a material change is made to the terms of the Offering, the Purchaser’s investment commitment will be cancelled, and the committed funds will be returned without interest or deductions. If a Purchaser does not cancel an investment commitment before the Minimum Amount is reached, the funds will be released to the Company upon closing of the Offering and the Purchaser will receive the Securities in exchange for his or her investment. Any Purchaser funds received after the initial closing will be released to the Company upon a subsequent closing and the Purchaser will receive Securities via Electronic Certificate/PDF in exchange for his or her investment as soon as practicable thereafter.

 

Subscription Agreements are not binding on the Company until accepted by the Company, which reserves the right to reject, in whole or in part, in its sole and absolute discretion, any subscription. If the Company rejects all or a portion of any subscription, the applicable prospective Purchaser’s funds will be returned without interest or deduction.

 

The price of the Securities was determined arbitrarily. The minimum amount that a Purchaser may invest in the Offering is $1,650.00.

Investment Summary


Project Equity Sharing
As-Is Property Value Today$335,000
Current Mortgage/Debt on Property$193,000
  
Owner's Current Equity Value$142,000
Owner's Current Percent of Equity42.39%
  
Full Percent of Equity Owner Intends to Offer for CF32.09%
Min Percent of Equity Owner Intends to Offer for CF22.35%
Full Owner Cash out$107,493
Minimum Owner Cash out$74,878
  
Full Issuer's Remaining Equity %10.30%
Full Crowd's Total Equity %89.70%
  
Minimum Issuer's Remaining Equity %20.04%
Minimum Crowd's Total Equity %79.96%
  
Full Principle to Crowdfund$300,493
Minimum Principle to Crowdfund$267,878
Full Shared Expenses to Crowdfund$29,506
Minimum Shared Expenses to Crowdfund$27,123
  
Full Total Crowdfund Target$330,000
Minimum Total Crowdfund Target$295,000
  
Full Project Fund Issuer Hold value$34,507
Min Project Fund Issuer Hold value$67,122
  
Full Project Cost$364,506
Minimum Project Cost$362,123
Property Income
Expected Monthly Rental Income$1,900
Total Monthly Expenses$834
  
Net Monthly Cashflow  $1,066
Issuer Net$110
Crowd Net$957
  
Gross Annual Rent$22,800
Annual Expenses$10,003
  
Net Annual Cashflow$12,797
Issuer Net$1,318
Crowd Net$11,479
  
Yearly Cashflow ROI (Full Fund)3.51%
  
3-Year Net Cashflow$38,391
3-Year Issuer Net$3,954
3-Year Crowd Net$34,437
  
3 Yr. cap rate on full funding (Net Cashflow/Project Cost)10.53%
3 Yr. cap rate on min funding (Net Cashflow/Project Cost)10.60%
Property Value Appreciation
Local Annual Property Appreciation6.30%
  
Year 1 
Issuer Value$36,681
Crowd Value$319,424
Total Property Value$356,105
  
Year 2 
Issuer Value$38,992
Crowd Value$339,548
Total Property Value$378,540
  
Year 3 
Issuer Value$41,448
Crowd Value$360,939
Total Property Value$402,388
  
Full 3-Year Property ROI - Full Funded10.39%
Min 3-Year Property ROI - Minimum Funded11.12%
  
Full 3-Year Total (Cash Flow + Appreciation - Cost)$76,272
Min 3-Year Total (Cash Flow + Appreciation - Cost)$78,656
  
Full 3-Year ROI (Cash Flow + Appreciation)20.92%
Min 3-Year ROI (Cash Flow + Appreciation)21.72%
Summary
Max Investors200
Min Invest per Investor$1,650
  
3 yr. Net Cash Flow$38,391
  
Appreciation Increase$67,388
  
Estimated $ ROI at Full Fund$76,272
Estimated % ROI at Full Fund20.92%
  
Estimated $ ROI at Min Fund$78,656
Estimated % ROI at Min Fund21.72%



About the Team
About Company:

DIRECTORS, OFFICERS AND EMPLOYEES
 
Directors

The directors or managers of the Company are listed below along with all positions and offices held at the Company and their principal occupation and employment responsibilities for the past three (3) years and their educational background and qualifications.

Name(s):

Philip Pesses – Manager since March 19, 2019

Kelli Pesses – Manager since March 19, 2019

The company has not elected officers and directors at this time. The Company shall be managed by the aforementioned managers.

 

Principal occupation and employment responsibilities during at least the last three (3) years with start and ending dates:


Philip Pesses: Marketing Manager at NXP where he has been employed since 2001 located at 6501 West William Canon Austin, Texas 78735 

Kelli Pesses: Realtor for Austin Realty located at 4301 West William Cannon Austin, Texas 78749.
 

Education:

Philip Pesses: B.S. Electrical Engineering from University of Texas in Austin.

Kelli Pesses: Graduate of the University of North Texas in Denton, Texas.


Officers

The officers of the Company are listed below along with all positions and offices held at the Company and their principal occupation and employment responsibilities for the past three (3) years and their educational background and qualifications.


The Company has not elected officers at this time. The Company shall be managed by the aforementioned managers.

Photos
Documents
Due Diligence
FAQ
Forum
Risks & Disclosures

Link to SEC Form C filing


RISK FACTORS
 
Risks Related to the Company’s Business and Industry
 
We have no operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
 
We were incorporated under the laws of Texas on March 19, 2019. Accordingly, we have no history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with a new enterprise. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
 
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees.
 
In particular, the Company is dependent on Kelli Pesses and Philip Pesses, the Managers of the Company. The Company may enter into employment agreements with Kelli Pesses and Philip Pesses although there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period of time. The loss of Kelli Pesses and Philip Pesses or any Manager or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
 
Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people.
 
The Company is dependent on Kelli Pesses and Philip Pesses in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of Kelli Pesses and Philip Pesses die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and its operations.
 
We have not prepared any audited financial statements.
 
Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.
 
We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes in the US.
Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non- income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.
 
Failure to attract and retain qualified personnel at a reasonable cost could jeopardize our competitive position.
 
As our industry is characterized by high demand and intense competition for talent, we may need to offer higher compensation and other benefits in order to attract and retain quality sales, technical and other operational personnel in the future. We compete with other companies engaged in online real estate services and internet-related businesses and with print media for qualified personnel. We have, from time to time in the past, experienced, and we expect in the future to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. We must hire and train qualified managerial and other employees on a timely basis to keep pace with potential growth while maintaining consistent quality of services across our operations. We must provide continued training to our managerial and other employees so that they are equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for high-quality services. If we fail to do so, the quality of our services may decline. We cannot assure you we will be able to attract or retain the quality personnel that we need to achieve our business objectives.
 
The former decline in economic conditions and disruptions to markets could cause us to suffer operating losses, adversely affect our liquidity, and create other business problems for us.
 
The global and U.S. economies experienced significant declines in 2008 and 2009 from which they have not fully recovered. The real estate and other markets suffered unprecedented disruptions, causing many major institutions to fail or require government intervention to avoid failure, which placed severe pressure on liquidity and asset values. These conditions were brought about largely by the erosion of U.S. and global credit markets, including a significant and rapid deterioration of the mortgage lending and related real estate markets. While there have been indications of a recovery, we could experience significant losses, resulting primarily from significant provisions for credit losses and impairment charges resulting in substantial decreases in the net carrying value of our assets as a consequence of the difficult economic environment. Economic conditions or the real estate and other markets generally may not fully recover in the near term, in which case we could experience losses and write-downs of assets, and could face capital and liquidity constraints and other business challenges.
 
Our business operations are susceptible to, and could be significantly affected by, adverse weather conditions and natural disasters that could cause significant damage to our properties.
 
Although we intend to obtain insurance for our properties, our insurance may not be adequate to cover business interruption or losses resulting from adverse weather or natural disasters. In addition, our insurance policies may include substantial self-insurance portions and significant deductibles and co-payments for such events, and recent hurricanes in the United States have affected the availability and price of such insurance. As a result, we may incur significant costs in the event of adverse weather conditions and natural disasters. If we experience a loss that is uninsured or which exceeds our policy limits, we could incur significant costs and lose the capital invested in the damaged properties, as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. In addition, certain of our properties may not be able to be rebuilt to their existing height or size at their existing location under current land-use laws and policies. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications and otherwise may have to upgrade such property to meet current code requirements.
 
We are subject to risks that affect the general residential environment.
 
Our properties are in the competitive Austin, Texas residential estate market. This fact means that we are subject to factors that affect the residential real estate environment generally, including the level of rents charged, influx of available housing, consumer spending and consumer confidence, unemployment rates, the threat of terrorism and increasing competition from discount retailers, outlet malls, retail websites and catalog companies. These factors could adversely affect the financial condition of our tenants, potential tenants and the willingness of to lease the property.
 
Our inability to enter into renewal or new leases with tenants on favorable terms or at all for all or a substantial portion of space that is subject to expiring leases would adversely affect our business.
 
Our properties generate revenue through rental payments made by one tenant occupying the property. Upon the expiration of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. The terms of any renewal or replacement lease may be less favorable to us than the existing lease. We would be adversely affected, in particular, if any tenant ceased to be a tenant and cannot be replaced on similar or better terms or at all. Additionally, we may not be able to lease our properties to an appropriate mix of tenants.
 
General economic conditions could have an adverse effect on our business and results of operations.
 
Our business is sensitive to general economic conditions, both nationally and locally, as well as international economic conditions. General poor economic conditions and the resulting effect of non-existent or slow rates of growth in the markets in which we operate could have an adverse effect on the demand for our real estate business. These poor economic conditions include higher unemployment, inflation, deflation, increased commodity costs, decreases in consumer demand, changes in buying patterns, a weakened dollar, higher transportation and fuel costs, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors that may affect commercial and residential real estate. Specifically, high national or regional unemployment may arrest or delay any significant recovery of the residential real estate markets in which we operate, which could adversely affect the demand for our real estate assets.
 
Uninsured losses may adversely affect our business.
 
We, or in certain instances, tenants of our properties, carry property and liability insurance policies with respect to the properties. This coverage has policy specifications and insured limits customarily carried for similar properties. However, certain types of losses (such as from earthquakes and floods) may be either uninsurable or not economically insurable. Should a property sustain damage as a result of an earthquake or flood, we may incur losses due to insurance deductibles, co-payments on insured losses or uninsured losses. Should an uninsured loss occur, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. This could have an adverse effect on our business and results of operations.
 
Inflation or deflation may adversely affect our results of operations and cash flows.
 
Increased inflation could have an adverse impact on interest rates, property management expenses and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Conversely, deflation could lead to downward pressure on rents and other sources of income without an accompanying reduction in our expenses. Accordingly, inflation or deflation may adversely affect our results of operations and cash flows.
 
Increasing interest rates may adversely affect us.
 
Amounts outstanding under our credit agreements bear interest at variable interest rates. When interest rates increase, so will our interest costs, which could adversely affect our cash flow, our ability to pay principal and interest on our debt, our cost of refinancing our debt when it becomes. An increase in interest rates could decrease the amount buyers may be willing to pay for our properties, thereby reducing the market value of our properties and limiting our ability to sell properties or to obtain mortgage financing secured by our properties. Further, increased interest rates may effectively increase the cost of properties we acquire to the extent we utilize leverage for those acquisitions and may result in a reduction in our acquisitions. Interest rates may increase our cost of capital, including decreasing the amount of equity and debt we may be able to raise, increasing the extent of dilution from any equity offering we may make or increasing the costs to us for any such equity or debt offering.
 
Market Fluctuations in Rental Rates and Occupancy Could Adversely Affect Our Operations.
 
As leases turn over, our ability to re-lease the property to existing or new tenants at rates equal to or greater than those realized historically may be impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space (including sublease space offered by tenants who have vacated space in competing properties prior to the expiration of their lease term), and the level of improvements which may be required at the property. We cannot be assured that the rental rates we obtain in the future will be equal to or greater than those obtained under existing contractual commitments. If we cannot our properties promptly, or if the rental rates are significantly lower than expected, then our results of operations could be negatively impacted.
 
We depend on tenants, and a bankruptcy, insolvency or inability to pay rent by any of these tenants could result in a decrease in our rental income, which could have an adverse effect on us.
 
The inability of our tenant to pay rent or the bankruptcy or insolvency of such tenant may adversely affect the income produced by the property. If the tenant was to experience a weakening of its financial condition resulting in its failure to make timely rental payments or causing it to default under its lease, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment. In many cases, we may have made substantial initial investments in the rental property that we may not be able to recover. Any such event could have an adverse effect on us and our results of operations.
 
The Property is encumbered by provisions of the lease and other pre-existing conditions.
 
The Property will be subject to the lease and other agreements or conditions such as easements, declarations, and restrictive covenants entered into by prior owners, which run with the land and apply to the Property post acquisition and lease. These obligations apply to the owner, operator and tenant of the Property.
 
The financial distress, default or bankruptcy of our tenants would have an adverse effect on our business.
 
The financial distress, default or bankruptcy of our tenant may also lead to protracted and expensive processes for retaking control of the property than would otherwise be the case, including, eviction or other legal proceedings related to or resulting from the tenant’s default. If a tenant files for bankruptcy protection it is possible that we would recover substantially less than the full value of our claims against the tenant. If our tenants do not perform their lease obligations; or we are unable to renew existing leases and promptly recapture and re-let or sell the property; or if lease terms upon renewal or re-letting are less favorable than current or historical lease terms; or if the values of the property is adversely affected by market conditions; or if we incur significant costs or disruption related to or resulting from tenant financial distress, default or bankruptcy; then our cash flow could be significantly adversely affected.
 
If rents in our markets do not increase sufficiently to keep pace with rising costs of operations, our operating results will decline.
 
The success of our business model will substantially depend on conditions in the residential rental property market in the Austin, Texas area. Our business depends on assumptions about, among other things, occupancy and rent levels. If those assumptions prove to be inaccurate, our operating results will be worse than expected.
 
Insurance held by the tenant may be insufficient to cover damage and/or losses.
 
Although we require our tenants to carry insurance, they may fail to do so or may carry insufficient insurance to cover all losses. In such case, we may have to pay for replacements or repairs in order to restore the property to its prior condition. Due to the tenant’s loss they may not be able to indemnify or reimburse us for such expenses which could adversely affect our business and results of operations.
 
The Company did not obtain any audited income statements with respect to the Property prior to this offering as there is no operating history. The Company will provide audited financial statements in the future in compliance with Crowd Funding ongoing reporting obligations.
 
Risks Related to the Securities
 
The Interests will not be freely tradable until one year from the initial purchase date. Although the Interest may be tradable under federal securities law, state securities regulations may apply, and each Purchaser should consult with his or her attorney.
 
You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Interests. Because the Interests have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Interests have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the Interests may also adversely affect the price that you might be able to obtain for the Interests in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
 
Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Company.
 
No governmental agency has reviewed or passed upon this Offering, the Company or any Securities of the Company. The Company also has relied on exemptions from securities registration requirements under applicable state securities laws. Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering on their own or in conjunction with their personal advisors.
 
No Guarantee of Return on Investment.
 
There is no assurance that a Purchaser will realize a return on its investment or that it will not lose its entire investment. For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.
 
The Company has the right to extend the Offering deadline.
 
The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. Your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you.
 
There is no present market for the Securities, and we have arbitrarily set the price.
 
We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.
 
The Securities will be effectively subordinate to any of our debt that is secured.
 
The Securities will be unsecured, unguaranteed obligations of the Company and will be effectively subordinated to any present or future secured debt obligations that we may incur in the future to the extent of the value of the assets securing that debt. The effect of this subordination is that if we are involved in a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, or upon a default in payment on, or the acceleration of, any of our secured debt, if any, our assets that secure debt will be available to pay obligations on the Securities only after all debt under our secured debt, if any, has been paid in full from those assets. Holders of the Securities will participate in any remaining assets ratably with all of our other unsecured and unsubordinated creditors, including trade creditors. We may not have sufficient assets remaining to pay amounts due on any or all of the Securities then outstanding.
 
We are permitted to incur more debt, which may increase our risk of the inability to pay interest and principal on the Securities when it comes due.
 
We are not restricted from incurring additional secured, unsecured debt or other liabilities. If we incur additional debt or liabilities, your security may be subordinate to the payment of principal or interest on such other future debt and our ability to pay our obligations on the Securities could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In addition, we are not restricted from paying dividends or issuing or repurchasing our equity interests.
 
The provisions of the Securities relating to a liquidation event or change of control transactions will not necessarily protect you.
 
The provisions in the Securities will not necessarily afford you protection in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving us. These transactions may not involve a "liquidation event" or "change of control" which would to trigger these protective provisions. Except in certain circumstances, the Securities will not permit the holders of the Securities to require us to repurchase the Securities in the event of a takeover, recapitalization or similar transaction.
 
We may not be able to repurchase all of the Securities upon a liquidation event or change of control repurchase event.
 
Upon the occurrence of events constituting a liquidation event or change of control, we will be required to offer to repurchase the Securities. We may not have sufficient funds to repurchase the Securities in cash at such time or have the ability to arrange necessary financing on acceptable terms. In addition, our ability to repurchase the Securities for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time.
 
You will not have a vote or influence on the management of the Company.
 
Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You, as a Purchaser, will have a very limited ability to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on any governing body or managers of the Company. Accordingly, no person should purchase a Security unless he or she is willing to entrust all aspects of management to the Managers of the Company.
 
THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS FORM C AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.