Andor Ppm 0309
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  • 1. CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Confidential Number: Andor Projects, LLC. (ANP) $10,000,000.00 20,000 LLC Memberships $500.00 per Membership 10,000 Memberships ($5,000,000.00) Minimum Offering Amount 100 Memberships ($50,000.00) Minimum Subscription (1) Andor Projects, LLC., a New York LLC, is offering 20,000 Memberships for $500.00 per Membership. The offering price per Membership has been arbitrarily determined by the Company - See Risk Factors: Offering Price. THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE MEMBERSHIPS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF NEW YORK, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506 PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS. __________________________________________________________________ Sale Price Selling Commissions (1) Proceeds To Company (2) Per Membership $500.00 $15.00 $485.00 Minimum $5,000,000.00 $150,000.00 $4,850,000.00 Maximum $10,000,000.00 $300,000.00 $9,700,000.00 __________________________________________________________________ (Footnotes On Page 2) Andor Projects, LLC. 4400 State Rt. 42 McGraw, NY 13101 607-345-3933 The Date of this Memorandum is December 15th, 2008 p. 1
  • 2. (1) The Offering is not underwritten. The Memberships are offered on a “best efforts” basis by the Company through its officers and directors. The Company has set a minimum offering amount of 10,000 Membership Units with minimum gross proceeds of $5,000,000.00 for this Offering. All proceeds from the sale of Memberships up to $5,000,000.00 will be deposited in an escrow account. Upon the first and subsequent membership sales, all proceeds will be delivered directly to the Company’s corporate account and be available for use by the Company at its discretion (Florida, New York, and Pennsylvania Residents see NASAA Legend). Memberships may also be sold by NASD member brokers or dealers who enter into a Participating Dealer Agreement with the Company, who will receive commissions of up to 3% of the price of the Memberships sold. The Company reserves the right to pay expenses related to this Offering from the proceeds of the Offering. See “Plan of Placement and Use of Proceeds.” (2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or (b) the date upon which all Memberships have been sold, or (c) June 21st, 2009, or such date as may be extended from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.) THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SECURITIES WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SECURITIES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE SECURITIES IS BEING UNDERTAKEN PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE MEMBERSHIPS WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE. p. 2
  • 3. No person is authorized to give any information or make any representation not contained in the Memorandum and any information or representation not contained herein must not be relied upon. Nothing in this Memorandum should be construed as legal or tax advice. All of the information provided herein has been provided by the Management of the Company. The Company makes no express or implied representation or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be recognized that estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary materially from actual results. No general solicitation or advertising in whatever form will or may be employed in the offering of the securities, except for this Memorandum (including any amendments and supplements hereto), the exhibits hereto and documents summarized herein, or as provided for under Regulation D of the Securities Act of 1933. Other than the Company’s management, no one has been authorized to give any information or to make any representation with respect to the Company or the Securities that is not contained in this Memorandum. Prospective investors should not rely on any information not contained in this Memorandum. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so. This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable securities laws. This offering is made subject to withdrawal, cancellation, or modification by the Company without notice and solely at the Company’s discretion. The Company reserves the right to reject any subscription or to allot to any prospective investor less than the number of Memberships subscribed for by such prospective investor. This Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Company. Distribution of this Memorandum to any person other than the prospective investor to whom this Memorandum is delivered by the Company and those persons retained to advise them with respect thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of the contents without the prior written consent of the Company is strictly prohibited. Each prospective investor, by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the Company if the prospective investor’s subscription is not accepted or if the Offering is terminated. 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 Memberships. 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. p. 3
  • 4. 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. Jurisdictional Legends FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE ONLY BEEN REGISTERED IN THE STATE OF NEW YORK AND NOT UNDER ANY OTHER STATE SECURITIES LAWS (COMMONLY CALLED quot;BLUE SKYquot; LAWS). THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE. 1. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2. NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.506. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A p. 4
  • 5. CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. 3. NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S. SECTION 44-1844 (1) AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 4. NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN RELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 5. FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR 25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 6. FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991, IF SUCH REGISTRATION IS REQUIRED. 7. NOTICE TO CONNECTICUT RESIDENTS ONLY: SHARES ACQUIRED BY CONNECTICUT RESIDENTS ARE BEING SOLD AS A TRANSACTION EXEMPT p. 5
  • 6. UNDER SECTION 36-409(b)(9)(A) OF THE CONNECTICUT, UNIFORM SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF CONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES. 8. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE DELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION 9. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE DISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 10. NOTICE TO FLORIDA RESIDENTS ONLY: THE SHARES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SHARES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: quot;WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA] MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.quot; THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. p. 6
  • 7. 11. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE GEORGIA SECURITIES ACT PURSUANT TO SECTION 9(m). THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT. 12. NOTICE TO HAWAII RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 13. NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCE UPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30- 1345(1) OR (8) THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SAID ACT. 14. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 15. NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-2-1-2 OF THE INDIANA SECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION 23-2-1-3. THEY CANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAW OR UNLESS AN EXEMPTION FORM REGISTRATION IS AVAILABLE. A CLAIM OF EXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOT DISALLOWED SALES OF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE. 16. NOTICE TO IOWA RESIDENTS ONLY: IOWA RESIDENTS MUST MEET THE FOLLOWING STANDARDS: (1) YOU MUST HAVE A NET WORTH OF $450,000 (EXCLUSIVE OF HOME, AUTOMOBILES, AND FURNISHINGS), IN CONJUNCTION WITH A MINIMUM PURCHASE; OR (2) YOU MUST HAVE A NET WORTH OF $1,000,000 (EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), OR $10,000 (EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), AND A 50% TAX BRACKET, IN CONJUNCTION WITH A MINIMUM PURCHASE; OR (3) YOU MUST BE AN quot;ACCREDITED INVESTORquot; AS DEFINED IN SECTION 203.501(a)(4), (5), (6) OR (7) OF THE FEDERAL REGULATION D. 17. NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN p. 7
  • 8. A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 81-5-6 OF THE KANSAS SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 18. NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 808 OF THE KENTUCKY SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 19. NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 20. NOTICE TO MAINE RESIDENTS ONLY: IF YOU ARE A MAINE RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAIN UNDER SECTION 874-A(3) OF TITLE 32 OF THE MAINE REVISED STATUTES OF 1964, AS AMENDED, WHICH EXEMPTION RELATES TO TRANSACTIONS BY AN ISSUER NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, INCLUDING TRANSACTIONS EXEMPT FROM REGISTRATION UNDER RULE 506 OF THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCCESSOR RULE ADOPTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY TRANSACTIONS WHICH CONSTITUTE NON-PUBLIC OFFERINGS UNDER RULES AND REGULATIONS ADOPTED BY THE BANK SUPERINTENDED PURSUANT TO SECTION 106, 807 OR 873, SUBSECTION 6 OF SAID TITLE 32. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS. 21. NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-602(9) OF THE MARYLAND SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES. p. 8
  • 9. 22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE COMMONWEALTH OF MASSACHUSETTS NOR HAS THE SECRETARY OF THE COMMONWEALTH PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. TO RESIDENTS OF MASSACHUSETTS: NO SALE OF THE SECURITIES WILL BE MADE TO RESIDENTS OF THE STATE OF MASSACHUSETTS WHO ARE UNACCREDITED INVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD EXCEED TEN PERCENT (10%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING PRINCIPAL RESIDENCE, FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES). 23. NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE MICHIGAN SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT. 24. NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM. 25. NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE SHARES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, OR APPROVED OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT. 26. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER SECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT. p. 9
  • 10. 27. NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES. 28. NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 29. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL ADVERTISING OR SOLICITATION AND COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE- EXISTING RELATIONSHIP WITH THE COMPANY. (SEE NRS 90.530.11.) 30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. 31. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS p. 10
  • 11. MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 32. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 33. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE SHARES OFFERED HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A MARKET IN THE SHARES. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET THEREFORE. 34. NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT. REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 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, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. p. 11
  • 12. 36. NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 107.03(2) OF THE OHIO SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 37. NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS MEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMA SECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE AN APPROVAL, RECOMMENDATION OR ENDORSEMENT, AND IN NO SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OF SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL. 38. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON UNDER PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. 39. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1212 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (OR UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS) INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND p. 12
  • 13. POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED INVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD EXCEED TWENTY (20%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING PRINCIPAL RESIDENCE, FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES). EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1212. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION. 40. NOTICE TO PUERTO RICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE OFFICE OF THE COMMISSIONER OF FINANCIAL INSTITUTIONS OF THE COMMONWEALTH OF Puerto Rico NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 41. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS REGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 42. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 43. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE DEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION OF SECURITIES PASSED IN ANY WAY UPON THE p. 13
  • 14. MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 44. NOTICE TO TENNESSEE RESIDENT ONLY: THESE SECURITIES HAVE BEEN REGISTERED WITH THE COMMISSIONER OF INSURANCE OF TENNESSEE. SUCH REGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF ANY SECURITY NOR DOES THE COMMISSIONER PASS UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. 45. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIES ACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES REPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM. 46. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH SECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT. 47. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF VERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 48. NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION UNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 49. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HAS NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT MEMORANDUM AND THE SECURITIES HAVE NOT BEEN REGISTERED IN RELIANCE UPON THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, p. 14
  • 15. AND THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS AN EXEMPTION FROM REGISTRATION IS MADE AVAILABLE. 50. NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THE WEST VIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 51. NOTICE TO WISCONSIN RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A WISCONSIN RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF THREE AND ONE- THIRD (3 1/3) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES OFFERED HEREIN. 52. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE TO PURCHASE SHARES OFFERED BY THE COMPANY MUST SATISFY THE FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO PURCHASE SHARES: (1) A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00 ); AND (2) THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY NOT EXCEED TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND (3) quot;TAXABLE INCOMEquot; AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR AND ESTIMATED quot;TAXABLE INCOMEquot; DURING THE CURRENT TAX YEAR SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT (33%). IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMING RESIDENTS WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION AGREEMENT THAT THEY MEET THESE WYOMING SPECIAL INVESTOR SUITABILITY REQUIREMENTS. 53. FOR PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NOR ENTITIES OF THE UNITED STATES: THESE SECURITIES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND , INSOFAR AS SUCH SECURITIES ARE OFFERED AND SOLD TO PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NOR ENTITIES OF THE UNITED STATES, p. 15
  • 16. THEY MAY NOT BE TRANSFERRED OR RESOLD DIRECTLY OR INDIRECTLY IN THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS, RESIDENTS OR ENTITIES NORMALLY RESIDENT THEREIN (OR TO ANY PERSON ACTING FOR THE ACCOUNT OF ANY SUCH NATIONAL, CITIZEN, ENTITY OR RESIDENT). FURTHER RESTRICTIONS ON TRANSFER WILL BE IMPOSED TO PREVENT SUCH SECURITIES FROM BEING HELD BY UNITED STATES PERSONS. During the course of the Offering and prior to any sale, each offeree of the Shares and his or her professional advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to obtain any additional information necessary to verify the accuracy of the information set forth herein. Such information will be provided to the extent the Company possess such information or can acquire it without unreasonable effort or expense. 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: Andor Projects, LLC. 4400 State Rt. 42 McGraw, NY 13101 607-345-3933 p. 16
  • 17. Andor Projects, LLC. TABLE OF CONTENTS PART A Summary Of The Offering 18 Use of Proceeds 18 Requirements for Purchasers 19 Risk Factors 20 Transfer Agent and Registrar 23 Plan of Placement 24 Additional Information 26 PART B Business Plan with Site Data 27-75 PART C Subscription Documents 76-89 p. 17
  • 18. PART A Summary of the Offering The following material is intended to summarize information contained elsewhere in this Limited Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for Memberships. Business Plan Our Business Plan, included as Part B of this Memorandum, was prepared by the Company using assumptions set forth in the Business Plan, including several forward looking statements. Each prospective investor should carefully review the Business Plan before purchasing Memberships. Management makes no representations as to the accuracy or achievability of the underlying assumptions and projected results contained herein. The Offering The Company is offering 20,000 Membership units representing 20% company equity in the form of LLC membership units. These membership units will be sold at a price of $500.00 per Membership, no par value. Upon completion of the Offering 20,000 Memberships will be issued and outstanding. Each purchaser must execute a Subscription Agreement making certain representations and warranties to the Company, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 501(a) of Regulation D promulgated, or one of 35 Non-Accredited Investors that may be allowed to purchase Shares in this offering. SEE “REQUIREMENTS FOR PURCHASERS.” Risk Factors See “RISK FACTORS” in this Memorandum for certain factors that could adversely affect an investment in the Memberships. Those factors include reliance on one main distributor, reliance on management, and unanticipated obstacles to execution of the Business Plan. Use of Proceeds See Section B, Business Plan. Stockholders p. 18
  • 19. Upon the sale of the maximum number of Memberships from this Offering, the number of issued and outstanding Memberships of the Company’s stock will be held as follows: Maximum Present Membershipholders 80% New Membershipholders 20% Registrar The Company will serve as its own registrar and transfer agent with respect to its Memberships. Subscription Period The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or (b) the date upon which all Memberships have been sold, or (c) June 21st, 2009, or such date as may be extended from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”). Requirements for Purchasers Prospective purchasers of the Memberships offered by this Memorandum should give careful consideration to certain risk factors described under “RISK AND OTHER IMPORTANT FACTORS,” and especially to the speculative nature of this investment and the limitations described under that caption with respect to the lack of a readily available market for the Memberships and the resulting long term nature of any investment in the Company. This Offering is available only to suitable Accredited Investors, Non-Accredited Investors that may be allowed to purchase Memberships, having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing Memberships. General Suitability Standards The Memberships will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that: (a) The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Memberships; (b) The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall commitment to become excessive; and (c) The prospective purchaser is an “Accredited Investor” (as defined below) suitable for p. 19
  • 20. purchase in the offering. Each person acquiring Memberships will be required to represent that he, she, or it is purchasing the Memberships for his, her, or its own account for investment purposes and not with a view to resale or distribution. See “SUBSCRIPTION FOR MEMBERSHIPS.” Accredited Investors The Company will conduct the Offering in such a manner that Memberships may be sold only to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”), or to a maximum of 35 Non-Accredited Investors that may be allowed to purchase Memberships in this offering. In summary, a prospective investor will qualify as an “Accredited Investor” if he, she, or it meets any one of the following criteria: (a) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000; (b) Any 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 who has a reasonable expectation of reaching the same income level in the current year; (c) Any bank as defined in Section 3(a)(2) of the Act, or any 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; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any 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; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any 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 $1,000,000; any 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 such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $1,000,000 or, if a self directed plan, with investment decisions made solely by persons who are Accredited Investors; (d) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; (e) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $1,000,000; p. 20
  • 21. (f) Any director or executive officer, or general partner of the issuer of the securities being sold, or any director, executive officer, or general partner of a general partner of that issuer; (g) Any trust, with total assets in excess of $1,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and (h) Any entity in which all the equity owners are Accredited Investors. Other Requirements No subscription for the Memberships will be accepted from any investor unless he is acquiring the Memberships for his own account (or accounts as to which he has sole investment discretion), for investment and without any view to sale, distribution or disposition thereof. Each prospective purchaser of Memberships may be required to furnish such information as the Company may require, to determine whether any person or entity purchasing Memberships is an Accredited Investor, or Non-Accredited Investor who may purchase Memberships. Risk Factors Investing in the Company’s Memberships is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors, among others. Risks Associated with Expansion Any expansion of operations the Company may undertake will entail risks, such actions may involve specific operational activities which may negatively impact the profitability of the Company. Consequently, Membershipholders must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities. General Economic Conditions The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Company’s products. Management believes that the niche products they market will insulate the Company from excessive reduced demand. Nevertheless, ANP has no control over these changes. p. 21
  • 22. Trend in Consumer Preferences and Spending; Possible Fluctuations in Operating Results The Company’s operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. There is no assurance that the Company will be successful in marketing any of its products, or that the revenues from the sale of such products will be significant. Consequently, the Company’s revenues may vary by quarter, and the Company’s operating results may experience fluctuations. Risks of Borrowing If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of owners of Memberships of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition. Unanticipated Obstacles to Execution of the Business Plan The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events. Management Discretion as to Use of Proceeds The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its Membershipholders in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Memberships offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend. Dividend Policy The Company intends to retain any initial future earnings to fund operations and expand the Company’s business. A holder of Memberships will be entitled to receive dividends p. 22
  • 23. only when, as, and if declared by the Board of Directors out of funds legally available thereof. The Company’s Board of Directors will determine future dividend policy based upon the Company’s results of operations, financial condition, capital requirements, and other circumstances. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets In certain cases, the Company may rely on trade secrets to protect proprietary technology and processes which the Company has developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior technology. The protection of proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other firms, may also be subject to claims by other parties with regard to the use of technology information and data which may be deemed proprietary to others. Limited Transferability and Liquidity To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his Memberships for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Memberships. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from Andor Projects, limitations on the percentage of Memberships sold and the manner in which they are sold. ANP can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to Andor Projects, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Memberships and no market is expected to develop. Consequently, owners of the Memberships may have to hold their investment indefinitely and may not be able to liquidate their investments in ANP or pledge them as collateral for a loan in the event of an emergency. Broker - Dealer Sales of Memberships The Company’s Memberships are not presently included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ Small Cap Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of the last three years. The proposed entry standards would also require a public float of at least $1 million Memberships, $5 million value of public float, a minimum bid price of $2.00 per Membership, at least three market makers, and at least 300 Membershipholders. The maintenance standards (as opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 Memberships, a $1 million market value of public p. 23
  • 24. float, a minimum bid price of $1.00 per Membership, at least two market makers, and at least 300 Membershipholders. No assurance can be given that the Memberships of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the Company’s Common Memberships are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker- dealers to sell the Company’s securities and may also affect the ability of Membershipholders to sell their Memberships in the secondary market. Long Term Nature of Investment An investment in the Memberships may be long term and illiquid. As discussed above, the offer and sale of the Memberships will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the Memberships for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Memberships must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors will not be able to liquidate their investment in the event of an emergency. Please review anticipated return schedule in Section B. No Current Market For Memberships There is no current market for the Memberships offered in this private Offering and no market is expected to develop in the near future. Compliance with Securities Laws The Memberships are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable New York Securities Laws, and other applicable state securities laws. If the sale of Memberships were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Memberships. If a number of purchasers were to obtain rescission, ANP would face significant financial demands which could adversely affect ANP as a whole, as well as any non-rescinding purchasers. Offering Price The price of the Memberships offered has been arbitrarily established by Andor Projects, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to ANP. p. 24
  • 25. Lack of Firm Underwriter The Memberships are offered on a “best efforts” basis by the officers and directors of ANP without compensation and on a “best efforts” basis through certain NASD registered broker-dealers which enter into Participating Broker-Dealer Agreements with the Company. Accordingly, there is no assurance that the Company, or any NASD broker- dealer, will sell the maximum Memberships offered or any lesser amount. Projections: Forward Looking Information Management has prepared projections regarding ANP’s anticipated financial performance. The Company’s projections are hypothetical and based upon no historical financial performance of the Company, simply the sophisticated and well funded marketing plan, and other factors influencing the business of ANP. The projections are based on Management’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by ANP’s independent accountants. These projections are based on several assumptions, set forth therein, which Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond Management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into ANP’s market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Company’s business. While Management believes that the projections accurately reflect possible future results of ANP’s operations, those results cannot be guaranteed. Plan of Placement The Memberships are offered directly by officers and directors of the Company on the terms and conditions set forth in this Memorandum. Memberships may also be offered by NASD brokers and dealers. The Company is offering the Memberships on a “best efforts” basis. The Company will use its best efforts to sell the Memberships to investors. There can be no assurance that all or any of the Memberships offered will be sold. How to Subscribe for Memberships A purchaser of Memberships must complete, date, execute, and deliver to the Company the following documents, as applicable, all of which are included in Part C: 1. An Investor Suitability Questionnaire; 2. An original signed copy of the appropriate Subscription Agreement; and 3. A check payable to “Andor Projects, LLC..” in the amount of $500.00 per Membership for each Membership purchased as called for in the Subscription Agreement (minimum purchase 100 Memberships or $50,000.00). p. 25
  • 26. Purchasers of Memberships will receive an Investor Subscription Package containing an Investor Suitability Questionnaire and two copies of the Subscription Agreement. Subscriber may not withdraw subscriptions that are tendered to the Company (New York and Pennsylvania Residents See NASAA Legend in the front of this Memorandum for important information). Additional Information Each prospective investor may ask questions and receive answers concerning the terms and conditions of this offering and obtain any additional information which the Company possesses, or can acquire without unreasonable effort or expense, to verify the accuracy of the information provided in this Memorandum. p. 26
  • 27. Andor, LLC Strategic Business and Marketing Plan For Hathaway Condos, Spa, and Golf Resort The information in this document is confidential and is to be read only by authorized parties. Please refer to the confidentiality agreement for further details. This business plan is not an offering of securities. Confidentiality Agreement p. 1
  • 28. The undersigned reader acknowledges that the information provided in this business plan is confidential; therefore, the reader agrees not to disclose it without the express written permission of Brigitte Brown, Rene Vishney, or an authorized agent of Andor, LLC. It is acknowledged by the reader that information furnished in this business plan is in all respects confidential in nature, other than information which is in the public domain through other means and that any disclosure or use of same by reader, and may cause serious harm or damage to aforementioned parties. This business plan may not be copied or reproduced by any means without the express written consent of an authorized agent of Andor, LLC. Upon request, this document is to be immediately returned. __________________________________ _______________ Signature Date _______________________________ Name (typed or printed) p. 2
  • 29. PART B Andor Business Plan Table of Contents Executive Summary ................................................................................................................... 5 The Project ............................................................................................................................. 5 The Executive Team ............................................................................................................... 6 The Services ........................................................................................................................... 7 The Offer................................................................................................................................ 8 Sales Forecasts ....................................................................................................................... 9 Investment Summary .................................................................................................................10 2.1 Funds Required ................................................................................................................10 2.2 Investor Equity ................................................................................................................11 2.3 Management Equity before Investment ............................................................................11 2.4 Board of Directors Composition ......................................................................................11 2.5 Exit Strategy ....................................................................................................................11 Products and Services ................................................................................................................12 3.1 The Bakery/Café and Satellite Stores ...............................................................................12 3.2 The Holistic Himalayan Saltwater Spa .............................................................................12 3.3 The Spa Hotel ..................................................................................................................12 3.4 The Fine Dining Restaurant at the Hathaway House ........................................................13 3.5 The Hathaway Piano Bar and Event Hall .........................................................................13 3.6 The German Schwenk Grill Restaurant and Micro Brewery .............................................14 3.7 The Internet Store ............................................................................................................15 3.8 The General Store ............................................................................................................15 3.9 The Condominiums .........................................................................................................15 3.10 The Kneipp Wellness Village.........................................................................................15 3.11 The Jellorium .................................................................................................................16 3.12 The Management Company ...........................................................................................16 3.13 The Memorial Gardens ..................................................................................................16 3.14 The Recreation Hall .......................................................................................................16 3.15 Business Entity Capacity ...............................................................................................17 Basic income structure ..............................................................................................................19 Restaurant .............................................................................................................................19 Bakery Stores and Café’s .......................................................................................................20 Schwenk Grill Restaurant and Micro Brewery .......................................................................21 General Store.........................................................................................................................21 Jellorium ...............................................................................................................................22 Holistic Himalayan Salt Spa ..................................................................................................23 Spa Hotel...............................................................................................................................24 Kneipp Village ......................................................................................................................25 Recreational Grounds: ...........................................................................................................26 Condominiums (Phase I) .......................................................................................................27 Condominiums (Phase II) ......................................................................................................27 Condominiums (Phase III) .....................................................................................................27 p. 3
  • 30. Overview of the Organization ....................................................................................................28 4.1 Registered Name .............................................................................................................28 4.2 Commencement of Operations .........................................................................................28 4.3 History.............................................................................................................................28 4.4 Mission Statement ...........................................................................................................28 4.5 Organizational Objectives ................................................................................................29 4.7 Founders and Management Team ....................................................................................29 Development Phases..................................................................................................................33 5.0 Phase I .............................................................................................................................34 5.1 Phase II............................................................................................................................34 5.2 Phase III ..........................................................................................................................34 5.3 Exit Strategy ....................................................................................................................35 Strategic Analysis ......................................................................................................................36 6.1 External Environment Analysis ........................................................................................36 6.2 Real Estate Analysis and the Interest Rate Environment...................................................36 6.3 Industry Analysis .............................................................................................................36 6.4 Competition .....................................................................................................................37 Key Strategic Issues ..................................................................................................................38 7.1 Sustainable Competitive Advantage .................................................................................38 7.2 Basis for Growth..............................................................................................................38 Marketing Plan ..........................................................................................................................39 8.1 Marketing Objectives .......................................................................................................39 8.2 Projected Sales and Gross Profit ......................................................................................40 8.3 Marketing Strategies ........................................................................................................41 8.4 Product Marketing ...........................................................................................................42 8.4.1 Distribution...................................................................................................................42 8.4.2 Promotion .....................................................................................................................42 Organizational Plan ...................................................................................................................43 9.1 Organizational Structure ..................................................................................................43 9.2 Organizational Budget .....................................................................................................44 Financial Plan............................................................................................................................45 10.1 Underlying Assumptions ................................................................................................45 10.2 Financial Highlights .......................................................................................................45 10.3 Sensitivity Analysis .......................................................................................................45 10.4 Financial ProForma........................................................................................................46 SWOT Analysis ........................................................................................................................48 Critical Risks and Problems .......................................................................................................49 Reference Sources .....................................................................................................................50 Addendum A: Kneipp................................................................................................................51 Addendum B: Community benefits............................................................................................53 p. 4
  • 31. Executive Summary The Project The purpose of this business plan is to generate $100,000,000 for the development of a luxurious Residential Spa Community and a Kneipp Wellness Village in Central New York. Investors will hold a 70% stake in the business and receive a 55% Return on Investment after 5 years (annual dividends and sale of business). Andor, LLC, (“the Company”) was founded in 2006 for the purpose of acquiring an existing business set on 150+ picturesque acres, and developing the Residential Spa Resort Community with “Old World” charm. In addition, Andor plans to develop a compatible Wellness Village with 40 luxurious yet rustic cabins set on 120 serene acres just above the resort. The company plans to develop a luxury spa residential resort that features a number of separate but complimentary businesses including a Himalayan Saltwater Spa, an exclusive gift boutique and a hotel with 80 deluxe hospitality suites. Andor has a current legal right to purchase an existing property and business on this site. Management is convinced of the success of this project due to the variety of unique features intriguing travelers and life style seekers worldwide to visit or live in this outstanding wellness community. The main feature of the amazing world class spa, the Himalayan Saltwater Floating Pool, is the first on the globe. Another first in the US is the Kneipp oriented treatments in the wellness village. 304 upscale Condominiums with living roofs overlooking the edible landscapes and beautiful valley will be developed and sold using the latest environmental technologies. Guests and residents are provided with a recreational facilities including a Olympic size covered swimming pool, tennis and racquet ball courts, driving range and putting green, virtual reality golf, and continues cultural events, as well as a fine dining restaurant, the first German Schwenk-Grill Restaurant and Micro Brewery. Each resort business unit has been designed to offset the risk of the other businesses and is supported by its own built in customer base. The management’s philosophy focuses on providing highest quality services in an absolutely unique setting, while maintaining a stable financial footing. The Owner’s ability to act as both an operating company and a real estate development firm allows for a much lower risk profile than would be normally expected if each of the businesses were to run separately. Return on Investment: This project realizes an immediate positive cash flow, within the first two years, from its existing clientele and future condo owners. The operating income will allow annual dividends to investors of approximately 15% after the first year. There will be 200,000 memberships issued for an initial price of $500/membership totaling $100,000,000. This represents a 70% stake in the company. At the end of the fifth year, the business should be valued at more than $175,000,000 at which time it will be sold and memberships will be bought back. Initial investment $100M = $15M per year dividend = 15% annual ROI. After exit strategy = $125M paid to investors = 25% gain plus return of initial investment p. 5
  • 32. The Executive Team Brigitte Brown - CEO The Founder of the Company is Brigitte Brown. A visionary and entrepreneur, Ms. Brown is an experienced business professional with over 20 years of entrepreneurial experience. Ms. Brown has the ability to properly develop this project while leading and overseeing the management of the day to day operations of the businesses after its completion. Her biography can be found in the fourth section of this business plan. Patricia Costello - COO Ms. Costello is a minority partner in the company. She is a successful real estate investor with multiple-unit rental properties in Cortland, Lakeport and Oswego. She understands the local market and brings a wealth of resources to Andor LLC. The Hathaway Project encompasses many of her values, including conservation and energy efficiency, community involvement and cultural awareness. Ms. Costello is uniquely suited to work with Andor LLC in its start up phase as well as on an ongoing basis. She lived in a similar condo environment for 18 years and was actively involved with that community. She has lived in many different countries and communities and values the contributions of each individual. She was born and raised in Pittsford, a suburb of Rochester NY, and educated at SUNY Oswego. She maintains a deep love of upstate New York, and looks forward to a hands-on approach to building this dynamic new community. Jeffrey Padawer - CFO Mr. Padawer, CPA, is a business operations, accounting & infrastructure specialist. He brings decades of experience in accounting systems, information technologies and business management. For the past 5 years, he has worked as Controller for a pre-IPO manufacturing and R&D Company (Hydrogen Purification). He has owned a computer consulting company, been Director of business practice improvements, and worked as CFO in several companies. Throughout his personal and professional life, Mr. Padawer has demonstrated the values of health and reduced-stress living. Not only has he worked at several health, fitness and rejuvenation companies, he also founded and ran a stress reduction and health management consulting business. Mr. Padawer is a perfect complement to the Andor Executive Team. David Hardy – Head of the advisory board, and owner of Iron Oak Construction with many years experience in real estate development and green building Chris Byers – Member of the advisory board; Architect and CEO of RBA Group Audrey Edelman – Member of advisory board and owner of areas largest and most successful agency Audrey Edelman Realty USA Communique Design & Marketing Inc. – Member of advisory board and president of awarded Marketing Company Raymond N. Cudney, P.E. – Member of the advisory board; As a Principal of Beardsley Design Associates with over 24 years of professional experience, Mr. Cudney offers expertise in the planning, design, and construction administration of civil and environmental engineering projects. p. 6
  • 33. The Services The Company plans to provide several hospitality, spa, and recreational services to its clients. All products and services will be rendered onsite via the eight cooperating businesses. These services include: • Dining services (2 restaurants, plus Bakery & Café, 2 event halls, private dining rooms, micro brewery) • Recreational planning and concierge services (cultural and spa activities) • Hospitality services at the Spa Hotel with 80 luxury suites • Personal assistance and maid service to condo owners Hathaway condo and resort services provide numerous benefits to the client: • Connection with a group of people seeking a similar stress free lifestyle • Guests and residents’ ability to enjoy many aspects of social life under one setting • A reasonably priced membership that allows access to a number of hospitality, recreational, food and restaurant services • An intelligent investment with a lease back option • The concept of living at a spa – the ultimate way to follow the spa lifestyle • Healthy organic cuisine tailored to the needs of the resident or spa visitor Kneipp wellness village caters to: • Providing full Kneipp services for visitors of 40 rustic cabins in a serene environment • Offering Kneipp treatments which is very popular in Europe since the mid 1800 • All guests have access to the services offered at the spa resort • Open air events can be enjoyed at the planed amphitheater • Hiking paths are available to all guests and condo owners The third section of the business plan will further document the services offered by the Hathaway resort facility. p. 7
  • 34. The Offer The Company is seeking $100,000,000 from an investor or group of investors with interest in financially participating in the hospitality, real estate investment, and/or resort industries. For this investment, possible returns are: • Ownership interest in the business • Regular payout from net earnings • Early entry into a real estate development project • Recurring streams of revenue generated from each business segment • Participation in the wellness community The required funds necessary for launching the Company will support the development of the following: • Acquisition of the properties • Renovation of the existing mansion • Development of the restaurants, bar, bakery/cafe, and spa facilities with swimming hall • Working capital • Planning and constructing 304 luxury condominiums • Development of the wellness village • The development of a comprehensive marketing strategy to generate condominium sales and hotel occupancy • Initial payroll and recruitment p. 8
  • 35. Sales Forecasts The company anticipates an exceptional rate of growth upon the commencement of operations. There will be two primary aspects to the Company’s sales program. • First, the Company plans on creating a program where a client will purchase their own condominium within the facility. • Additionally, there will be services that will be charged on per diem basis. This will provide multiple streams of revenue for the Company. Our marketing program focuses on generating revenue by providing the hospitality services mentioned above. Below is a chart that exemplifies management’s vision for growth during the first five years of operations. p. 9
  • 36. Investment Summary 2.1 Funds Required A total capital investment of $ 100,000,000 is needed for the entire development of Andor LLC’s Hathaway project. This will advance the project based on pre-selling condominium units. The funds will be applied in approximately the manner shown in the following table: Figure: Funds Required 1st Phase-12 months: *Some condo constructions may last into the 2nd phase $49,534,000 Purchase Hathaway Property and business $1,700,000 Purchase additional real estate $400,000 Professional fees (Attorneys, Engineering, consulting) $500,000 Implement Geo thermal $2,000,000 Implement Solar $1,000,000 Implement wind power $2,500,000 Renovate and update of business (ballrooms, kitchen, bathrooms and bar) $1,800,000 Employ grand writer and put C-team on payroll (6 months) $350,000 Marketing materials and marketing $1,500,000 Build Schwenk Grill Restaurant and fully equip $2,000,000 Build Jellorium plus 4 stores and market place $1,000,000 Build Model condo (4 in one building) includes full furnishing etc. $1,000,000 Build 24 condo buildings after pre-construction sale (96 condos) $19,584,000 Infrastructure (water, sewer, etc) $2,500,000 Furnishing for income buildings (Jellorium, Grill, Stores) $1,000,000 Start construction on Spa and Hotel $8,000,000 Partial return of initial investment loan ($ 800,000 total) $200,000 Working capital (payroll construction, service, initial products) $2,500,000 2nd Phase – 6 months: *Some of the construction will last into the 3rd phase $25,584,000 Build 24 condo buildings (96 condos) $19,584,000 Build Recreational Hall $3,000,000 Roads $1,500,000 Parking $600,000 Noise reducing walls $600,000 Partial return of initial investment loan $300,000 3rd Phase – 6 months: $24,882,000 Build 26 condo buildings (104 condos) $21,216,000 Kneipp Village (built using funds from operating income) Last part of early investment returns $300,000 Landscape upper property $600,000 Memorial gardens $1,200,000 Ponds $800,000 Clean up $766,000 p. 10
  • 37. 2.2 Investor Equity The Company is actively seeking a financial partner(s) to assist in developing this complex by means of 100% funding for start up. The operating income will allow annual dividends of approximately 15% after the first year. There will be 200,000 stock issued for an initial price of $500/share totaling $100,000,000. This represents a 70% stake in the company. 2.3 Management Equity before Investment The owner of Andor LLC, Brigitte Brown (86%), and RBA Group (2%), Hardy Construction (2%), CFO (2%), COO (2%), Karl Hughes (2%), Ray Cudney (2%) and Rene Vishney (2%) currently control 100% of the shares of the Company. 2.4 Board of Directors Composition The board of directors will be comprised as follows: • Management (2 Seats) • Independent Investor (1 Seat) 2.5 Exit Strategy Management expects to offer the businesses located within the development for sale after three to five years of successful operation. The selling price of this entire development could easily exceed $ 160,000,000 based on the value of the property and the income streams generated by the business. Management will solicit the assistance of a business broker and a real estate and development-focused investment bank to assist in the sale of the Company should Management decide to take this course of action. p. 11
  • 38. Products and Services 3.1 The Bakery/Café and Satellite Stores A German Bakery and Café provide a great location to for spa guests to visit. Condo owners are offered the option of receiving fresh warm rolls delivered in the mornings. Two satellite stores with cafés will open immediately with the Hathaway bakery in place. Ideal store locations would be in Ithaca and Cortland, New York. Both stores are to be managed by business majors from SUNY Cortland and Cornell University, supervised by the German Master Baker. Ample space is planned for Internet use to accommodate students of both Universities. Income Source: Breads, Rolls, Cakes, Pastry, Ice Cream, Service to condos and hotel, 3 café’s, Breakfast Service, supplying bakery goods and ice cream to the Hathaway restaurant, the General Store, and the Schwenk Grill 3.2 The Holistic Himalayan Saltwater Spa The concept of living at a spa – the ultimate way of following the spa lifestyle – has become wildly popular. In the United States, people have become health conscious and more prone to cater to their body’s needs. All condominium owners have instant access to the first Himalayan Saltwater Spa in the US on the Hathaway Property with a discounted membership fee. Massages, mud treatments, nail and hair care, personal trainers, yoga, and/or tai chi classes are available to start the day. The facility, featuring a state-of-the-art gym, and the only Himalayan Saltwater Floating Pool ever built, offers rejuvenating effects and marks this location as a one of-a-kind top visited living and vacationing venue. A unique gift boutique is designed to offer guests an opportunity to take home a little of the Hathaway Resort. Income Source: Wellness treatments, Himalayan Salt products, Cosmetics, treatment products, Himalayan floating pool and resting room, Alpha Sphere, business center, personal fitness training, office rental, beauty salon, Gym, Sauna, 3.3 The Spa Hotel 80 luxury suites at the hotel next to the spa offer a convenient and relaxing place for our spa guests and are fit to satisfy the highest expectations. A large conference center with theater gives the hotel multiple functions. A large glass enclosed pool with partial outdoor swimming, connected to the spa building with the spa hotel for convenient access, is designed for additional fun and relaxation. Income Source: Hospitality, Conference Center, Theater, Weddings, Vacation visitors p. 12
  • 39. 3.4 The Fine Dining Restaurant at the Hathaway House The ambiance of this fine dining restaurant in the historic Mansion is set to provide unforgettable memories for its patrons. The restaurant includes several beautiful parlors which serve as private dining rooms. While maintaining the highest quality dining experience, the restaurant provides guests with regular classical events such as chamber music and piano entertainment. Each week a new theme inspires the chef to create a memorable menu. The menu will be published weekly in metro areas within a 300 mile radius. This radius includes New York City, Buffalo, Rochester, New Jersey, and Boston. Each meal starts by offering adult guests a complimentary beverage served in a memorable hand-blown glass pipe. The pipe is a gift on the house. Additional pipes can be acquired in the gift boutique. Freshly baked breads in small unique clay pots are served with our signature house spread invoking memorable first culinary impressions on our guests. Additional glass pipes, clay pots, and spread can be purchased in the store. Salads are served with a variety of house dressings. All foods served are organic and prepared using Himalayan Table Salt, a healthy form of salt, harvested in the Himalayan Mountains. Only the finest and purest ingredients are used in this restaurant. The extraordinary cuisine served in the Hathaway Restaurants, combined with an unforgettable ambiance, are Andor’s most powerful marketing tools. Income Source: Food, drinks, catering, gift items, entertainment, weddings, catering, room service, events, 3.5 The Hathaway Piano Bar and Event Hall This large scale facility provides customers with an expansive array of culinary services. The event hall with over 350 seats is to be redesigned into a multiuse facility. The Hathaway Piano Bar features a broad collection of spirits, wines, beers, and other alcoholic beverages from throughout the world. Patrons have will have access to a number of hand selected wines (specialty ports and after- dinner wines). The bar also offers “tipsy ice cream creations,” a product not found anywhere else. These stunning and delicious ice cream creations are served with fruits and a variety of flavorful European liquors. Income Source: drinks, food, entertainment, weddings, regular cultural events, catering, room service, sales to the restaurant p. 13
  • 40. 3.6 The German Schwenk Grill Restaurant and Micro Brewery This unusual Grill Restaurant and Brewery with 300 seats, the only one of its kind in the US, offers truly authentic cuisine from the “Hunsrueck” area of Germany with traditional beers. The interior reminds of the Beer- garden within the Market Place, just outside the building. It is open daily for lunch and dinner. The cuisine consists of quality meats such as beef, pork, lamb, and veal marinated and placed on the spectacular round swing Grill which cooks to perfection. A variety of Signature Sausages created by an onsite German butcher, plus a selection of German Potato salads, with glazed onions and mushrooms, next to a variety of slaws invokes a symphony of taste sensations. Nightly entertainment such as standup comedy, blues nights, and open mike event complete an unforgettable experience. Menus are carved into the rustic tables, and each guest may pick their own desired piece of meat from a tray presented by the server. A butcher shop offers gift baskets with specialty meat products, and rare meats. The Micro Brewery offers several specialty brewed beers, and other fine spirits made available to satisfy every consumers desire. Income Source: food, drinks, catering, room service, butcher shop, events, tour buses, supplying meat to the fine dining restaurant, room service Planned interior design of the Schwenk Grill Restaurant and Micro Brewery p. 14
  • 41. 3.7 The Internet Store High tech makes it possible for customers worldwide to purchase our unique and quality products on line. Income Source: all gift products, smoked meat products, all products manufactured at the Jellorium, Gift baskets, Private Label spa products, Himalayan salt products 3.8 The General Store There is no other shopping option in Solon, and with 600+ residents plus people within the Solon community in need of everyday products, the General Store offers dish soap, hygiene products, milk, creamer, coffee, etc. Many signature products served in the restaurant and bar can be purchased in the Hathaway store. An e-store gives guests the opportunity to be supplied with Hathaway products at home, as shipping throughout the country is planned. A post office is planned to be part of the stores. Income Source: service to condo owners and community 3.9 The Condominiums The Hathaway Condos and Spa Resort intends to develop and offer 304 luxury one and two bedroom homes on beautifully landscaped acres while maintaining the integrity of its natural surroundings. Every condo owner will receive a three-year spa membership. The condos are individually designed with a rotating fire place, and sitting Jacuzzi bath tub. Residents of the Hathaway Condos have the opportunity to hire a personal assistant, maid, and/or cleaning services for their private needs. All personnel are trained to ensure the highest level of satisfaction for each of the condo residents. Income Source: sales, maintenance, management and rental, 600+ customer base for the Hathaway businesses 3.10 The Kneipp Wellness Village The Wellness Village is situated on top of the Hathaway Resort and consists of a treatment hall with recreational indoor pool, and indoor Kneipp treatment. The Kneipp treatment is named after Sebastian Kneipp, a German priest who lived in the 19th century. After recovering from an illness he treated with water and herbs, he developed the theoretical and practical fundamentals of his cure. The cure is effective for the treatment of sleep disorders, exhaustion, certain heart conditions, strengthening the vascular and immune systems; it is also effective in stress reduction. Kneipp treatments are applied onto the skin, our largest organ. They stimulate the nervous system which controls our inner organs. Treatments include pouring cold and warm water and jets of water on the various body parts, as well as packing, washing down, wrapping in herb infusions and aroma baths. In order to reach the correct balance between our body and soul, traditional Chinese and Indian therapies are applied (Thai Chi, Yoga etc) along with walking or jogging bare foot in dewy grass or snow. This is supplemented by lifestyle and medical advice. Meals include mainly vegetables, herbs and fresh bakery products. A medical examination is needed before treatments, as the various physical complaints determine the quantity and the type of the individual treatment combinations for an effective course. The optimal duration of a cure is 2-3 weeks. Forty (40) luxurious cabins with enclosed hot tubs offer special high end accommodations. Income Source: cabin rental, Kneipp treatments, 100+ customer base for Hathaway businesses p. 15
  • 42. 3.11 The Jellorium Most of the specialty products are designed and produced on site. The Jellorium creates rare signature jams, jellies, marmalades, syrups, and chutneys for the restaurants, café’s, and for sale in the boutique, the General Store, and the Resort Internet Store. Visitors can walk around the Jellorium to witness the production through large windows. A General Store is incorporated in this building available for guests, residents, and locals to shop 12 hours per day. Income Source: Jellies, Jams, Chutneys, Syrups, Salad dressings, gift baskets, selling products to the gift shops, restaurants, bakery and cafes, internet store, General Store 3.12 The Management Company The onsite Management Company is responsible for overall maintenance of the property and the buildings; it also negotiates and/or provides laundry service to the Hathaway businesses and its residences. Managing the income properties and providing shuttle service as well. Income Source: Condo maintenance, property maintenance, cleaning service, laundry service, personal assistance, shuttle service, condo rentals, 3.13 The Memorial Gardens 20 acres of beautiful landscaped Dahlia Gardens headed up by a huge variety of spring flowers in a spectacular design will attract tour buses and travelers to visit. The lush landscape offers a variety of relaxing seating areas and gazebos ideal for weddings as well. Income Source: visitors, wedding venue, 3.14 The Recreation Hall Indoor tennis and racquet ball courts, as well as 3 bowling lanes, pool tables, virtual reality golf, and club rooms enhance the properties recreational value for the condo residents, hotel and village guests, and local visitors. Income Source: guests from hotel and Kneipp village, condo resident visitors, local visitors, p. 16
  • 43. 3.15 Business Entity Capacity The Hathaway Restaurant Private dining 3 rooms with a total of maximum 30 seats Main Restaurant 300 seats Terrace Room 120 seats Piano Bar 20 bar seats; 40 table seating Event room 350 seats ** catering provided to the Hotel, Kneipp village, Condo residents, and nearby towns The Hathaway Bakery Store and Café Location in the Hathaway House 100 seats Location in Cortland 100 seats Location in Ithaca 100 seats ** catering provided to the Hotel, Kneipp village, Condo residents, and nearby towns The Schwenk Grill Restaurant and Micro Brewery Main Hall 300 seats Private Rooms (4) 80 seats Beer Garden 200 seats (summer only) Old World Butcher Shop ** catering provided to the Hotel, Kneipp village, Condo residents, and nearby town p. 17
  • 44. The Holistic Himalayan Salt Spa Massage Rooms Alpha Sphere cabins Mud Room Aroma bathing rooms Gym Swimming Pool (in- and outdoor) Beauty Treatment Room incl. hair, facials, makeup, manicure, pedicure His and her Sauna and changing room Himalayan Salt Floating Pool Salt Resting Room – Himalayan Salt Mine replica Business Center with office rental Gift Boutique 8 offices to lease The Spa Hotel 80 suites The Café at the Spa Hotel with 100+ seats Conference Center Theater The Kneipp Village Kneipp Treatment Center Cabins at the Village – 15 cabins for 2; 15 cabins for 4; 10 cabins for 6 General Store Jellorium Gift Store Butcher Shop The Property Management Company - Has exclusive contracts for maintenance and cleaning services for all grounds and facilities p. 18
  • 45. Basic income structure Management has developed the following pricing schedule for the above services and products offered throughout the Hathaway Condo, Spa, and Resort facility. Please note that these prices represent the averages of what Management expects the average customer to spend for each usage, and it is set in a conservative manner. Customers drawn from onsite: 600+ condo residents; 100+Hotel guests; 100 village guests; Customers drawn from local tourism: tour bus with 50 passengers each 30 per year (1,500 guests); Customers drawn from local community: within 35 miles: 210,000 residents Restaurant Figure: Restaurant Income (formula seats x ticket x 219 days)(60%) Private Dining 3 rooms = 30 seats - $ 50.00 per plate $ 328,500 Main Restaurant 300 seats - $ 25 per person $ 1,642,500 Terrace Room 120 seats - $ 25 per person $ 657,000 Bar and table seating 60 seats - $ 25 per person $ 328,500 Event Hall 1 $ 25,000 per event – 100 events – 350 seats $ 2,500,000 Event Hall 2 $ 15,000 per event – 150 events – 300 seats $ 2,250,000 Bar drinking only 191,690 guests x $ 15.00 average tab $ 2,875,350 Total gross income projection for the Hathaway restaurant and bar $10,581,850 (food and drinks combined) p. 19
  • 46. Bakery Stores and Café’s Figure: Bakery Income Hathaway Location (8,800 population within the nearby rural community. 100 seats; per seat value includes multiple seating’s) Beverages $ 6.50 – 100 seats – 219 days $ 142,350 Ice Crème $ 8.00 – 100 orders – 219 days $ 175,200 Breakfast @ Hotel $ 15.00 – 100 orders – 219 days $ 328,500 Lunch @ Hotel include beverages $ 16.00 – 100 orders – 300 $ 480,000 days Over the Counter products $ 800 per day x 300 days $ 240,000 ** Catering to the restaurants and condo residents is not included in this forecast Total gross income projection $ 1,366,050 Cortland Location (19,000 population, 100 seats; per seat value includes multiple seating’s) Beverages $ 4.50 – 100 seats –219 days $ 98,550 Ice Crème $ 6.00 – 100 orders – 219 days $ 131,400 Breakfast $ 10.00 – 100 orders – 219 days $ 219,000 Lunch $ 12.00 – 100 orders – 219 days $ 262,800 Over the Counter products $ 900 per day x 300 days $ 270,000 Total gross income projection $ 981,750 Ithaca Location (30,000 population, 100 seats; per seat value includes multiple seating’s) Beverages $ 4.50 – 100 seats – 219 days $ 98,550 Ice Crème $ 6.00 – 100 orders – 219 days $ 131,400 Breakfast $ 10.00 – 100 orders – 219 days $ 219,000 Lunch $ 12.00 – 100 orders – 219 days $ 262,800 Over the Counter products $ 1000 per day x 300 days $ 300,000 Total gross income projection $ 1,011,750 Total gross income projection for the Bakery Shops café’s combined $ 3,359,550 p. 20
  • 47. Schwenk Grill Restaurant and Micro Brewery Figure: Grill Income with 600+ residents; 100+Hotel guests; 100 village guests; tour bus with 50 passengers each 30 per year (1,500 guests); within 35 miles: 210,000 residents Formula: seats x ticket x 365 days x 60% (219 days) Main Hall 300 seats Lunch $ 18.00 – 300 seats – 219 days $ 1,182,600 Drinks $ 6.50 – 600 orders – 219 days $ 854,100 Dinner $ 20.00 – 300 seats – 219 days $ 1,314,000 Drinks $ 6.50 – 600 orders – 219 days $ 854,100 Private Rooms $ 350,400 80 seats $ 227,760 Food $ 20.00 – 80 seats – 219 days Drinks $ 6.50 – 160 orders – 219 days Beer Garden 200 seats Food $ 20.00 – 200 seats – 60 days $ 240,000 Drinks $ 6.50 – 600 orders – 60 days $ 234,000 100 customers/day - $25.00 order - 300 days Butcher shop $750,000 Total gross income projection for the Schwenk Grill and Brewery $ 6,006,960 General Store Figure: General Store Income This is the only store in the area available to the local community and the condo owners (1800 residents spending an average of $ 250 per year in this store) We consulted with stores in a similar situation and project. Sales should be $ 450,000 p. 21
  • 48. Jellorium Jams and Jellies – monthly signature products to sell to bakery, store, and via internet store Syrups – rare products Salad Dressings – for all restaurants as well as for individual sales and Internet sales Chutneys – rare products Figure: Jellorium Income immediate population of 1800 spends $ 20 per month for jams and Jellies Jellorium $ 432,000 Gift baskets $ 35 ea. – 2000 per year direct $ 70,000 Wholesales to bakery & café’s Wholesales to restaurants $ 120,000 Wholesales to gift shops Wholesales to General Store Wholesale to online store $ 622,000 Jellorium income Anticipated Income is an assumption only. p. 22
  • 49. Holistic Himalayan Salt Spa Figure: Spa Treatment Income Calculating Revenue Potential using the formula suggested by SPA TRADE. The average ticket price is (the average sales run through cash register) X (the number of treatment rooms) X (the hours of operations for services) X (the number of days open per year) = Potential money generated if 100% occupancy Massage treatments $ 65 average ticket x 20 rooms x 8 hours x 365 days = $ 3,796,000 Usage at 50% (industry standard) = $ 1,898,000 conservative projection Beauty treatments $ 65 average x 5 stations x 8 hours x 365 days = $ 949,000 Usage at 50% (industry standard) = $ 474,500 Himalayan Salt floating $ 35 average x 15 spaces x 16 half hours x 365 days = $ 3,066,000 Usage at 50% (industry standard) = $ 1,533,000 Himalayan Resting $ 15 average x 12 spaces x 16 half hours x 365 days = $ 1,051,200 Usage at 50% (industry standard) = $ 525,600 Total estimated income from treatments $ 3,511,300 Alpha Sphere $ 35 average x 2 spaces x 16 half hours x 365 days = $ 408,800 Usage at 50% (industry standard) = $ 204,400 Retail income (Spa products, etc) Retail is calculated 25% of gross income (industry standard) = $ 1,158,875 Total estimated Spa income (without packages offers and office lease) = $ 5,794,375 p. 23
  • 50. Spa Hotel Figure: Spa Hotel Income 70 suites charging $ 350 each per suite for 365 days $ 8,942,500 10 suites charging $ 550 per suite for 365 days $ 2,007,500 Total gross income projection for the SPA Accommodations $ 10,950,000 50% conservative start up income $ 5,475,000 Total gross income projection for the Spa and Spa Hotel $ 11,269,375 p. 24
  • 51. Property Management Company Figure: Property Management Company Income Village Maintenance hotel room and cabin cleaning ($ 28 per unit per day 178 $ 697,760 days) Conference Center and community buildings (average of $ 0.05 per sqft 365 $ 821,250 days 45,000 sqft)) Condo owners pay $ 300 per months for maintenance of the common property $ 1,094,400 Cleaning of Barn restaurant ($ 0.05 per sqft 4800 sqft 313 days) $75,120 Cleaning of Spa ($ 0.07 per sqft 42,000 sqft 365 days) $ 1,073,100 Cleaning of Spa Hotel ($ 30 per unit per day 178 days) $ 427,200 Cleaning of Hathaway house and restaurants ($ 0.05 per sqft 20,000 sqft 365 $365,000 days) Maintenance for Hathaway Gardens and parking areas (8,300 per month) $ 99,600 Lease for the Hathaway Restaurant ($ 8250) $ 99,000 Lease for the Hathaway Bakery ($ 3600 per month) $ 43,200 Total gross income projection for the Property Management Company $ 4,795,630 Kneipp Village 40 cabins; 15 charging $ 280 per night; 15 charging 350 per night; 10 $ 5,639,250 charging $ 600 per night for 365 nights Total gross Village income from cabins only (50% start up) $ 2,819,625 The Kneipp cabins generate an estimated guest count of 26,250 per year considering only 50% occupancy. Due to the dietary part of the Kneipp treatment, these guests will have 3 meals at or from the Resort restaurants. These guests are also possible customers for the Spa and beauty salon. Cabins are equipped with fridge, coffee makers, and microwave ovens upon request. Professional Kneipp treatments are charged per diem. Retail income from Village is estimated 25% of the gross cabin income $ 704,906 Total Village income including product sales $ 3,524,531 p. 25
  • 52. Recreational Grounds: As an additional customer magnet, management plans to use 20 acres to create the Dahlia Gardens uniquely designed by master gardeners, inviting visitors from all over the country to experience a rainbow of colors from June to late fall. A indoor Tennis Courts, Racquet cages, Bowling, Billiard, and virtual reality golf, will add to the recreational value of the Spa Community. Membership fee for Recreational Center The use of the Pool, Sauna, and Gym is free for Hotel guests at the Village and Resort, as well as for condo owners. Figure: Recreational Hall Income Hotel and Spa guests (40 guest for 365 days) pay a daily fee of $ 15 per room and use of recreational facility $ 219,000 Condo owners pay a monthly $ 60 membership for the use of all recreational facilities ($ 2.00 per $182,400 day) (304 x $ 60 x 12 months) $73,000 Walk in visitor pay $ 20 for the use of the recreational facility (10 per day, 365 days) $ 146,000 None-alcoholic beverages and snacks provided by the Hathaway businesses ($ 10 x 40 customers x 250 days) Total gross income from Recreational Hall is estimated to be $659,920 Dahlia Gardens $ 8.00 per person – 2000 visitors – 60 days $ 960,000 Total income for Gardens and Recreational Center $ 1,619,920 With all business up and running we project a Total combined annual income from all businesses $ 42,229,816 Total income from condominium sales $ 118,864,000 (development is planned in 3 phases) p. 26
  • 53. Condominiums (Phase I) (50) 3-bedroom units with 1800 sqft (50) 2 bedroom units with 1600 sqft Thirty-eight (38) buildings will be constructed. Each will contain four (4) units, two (2) 2-bedroom and two (2) three bedroom units. Figure: Condo Sales Phase I Income Cost to Build: Due to the alternative building method, and low cost building $ 20,400,000 materials from foreign sources, we estimate construction cost of $ 120.00 per sqft. Selling Price: We intend to sell the condos for $ 230 per sqft $ 39,100,000 Condominiums (Phase II) (50) 3-bedroom units with 1800 sqft (50) 2 bedroom units with 1600 sqft Management plans to reinvest the profits of the first 152 Condos to build the second 152 condos. Figure: Condo Sales Phase II Income Cost to Build: Due to the alternative building method, and low cost building materials $ 20,400,000 from foreign sources, we estimate construction cost of $ 120.00 per sqft. Selling Price: We intend to sell the condos for $ 230 per sqft $ 39,100,000 Condominiums (Phase III) (52) 3-bedroom units with 1800 sqft (52) 2 bedroom units with 1600 sqft Management plans to reinvest partial of prior profits to build the remaining 104 condos. Figure: Condo Sales Phase III Income Cost to Build: Due to the alternative building method, and low cost $ 21,216,000 building materials from foreign sources, we estimate construction cost of $ 120.00 per sqft. Selling Price: We intend to sell the condos for $ 230 per sqft $ 40,664,000 p. 27
  • 54. Overview of the Organization 4.1 Registered Name Andor LLC is a limited liability corporation registered under the laws of New York State. The business will conduct operations through the use of the “Hathaway” brand name for the development and its associated entities. 4.2 Commencement of Operations The Company commenced operations in February 2006 and for operating purposes in the State of New York funded a second corporation named Andor Projects LLC, NY, in 2007. 4.3 History The company was registered in 2006 for the purpose of creating a foundation for the implementation of this business plan to convert this unique hospitality site into a successful thriving resort destination. The owner of Andor LLC identified the opportunity for a successful source of income, after the changes were implemented to upgrade the existing business into a true upscale venue for weddings, meetings, family events, vacation destination as well as residential Spa Community – a spa lifestyle. Aerial photo of the existing buildings 4.4 Mission Statement p. 28
  • 55. Andor Projects LLC, NY envisions a healthy, stress-free, energy efficient, environmentally friendly lifestyle for our residents, guests and employees. Additionally, Management’s goal is to develop the Hathaway Condos and Spa Resort and Hathaway Wellness Village to be a highly sought after destination enhancing the development of the surrounding areas without compromising the beauty of the countryside. 4.5 Organizational Objectives • Providing excellent high quality living and recreational spaces for our customers via the large scale Hathaway condo development project. • Incorporating uniqueness in design and strategy attracting national interest of the media • Producing quality products and best possible services. • Developing strong relationships with associated lenders and investors. • Continue to successfully manage and grow the core resort management business while expanding into complimentary real estate markets. • Develop a company model to be acknowledged in today’s business world. • To create a wealth and income producing vehicle for the Company’s investors, community and owners. • To build the greenest community in the US. 4.6 Organizational Values • Complete disclosure and transparency regarding all financial transactions with any investor(s). • Complete honesty and integrity when working with employees, customers and condominium buyers. • Creating a stable and secure work environment for Andor employees and contractors. 4.7 Founders and Management Team The management team is comprised of qualified and experienced individuals who excel at analyzing and investing in real estate units. The owner/management of the Company is properly qualified to allow the Company to continue in p. 29
  • 56. expanding and growing organically while still maintaining a sense of innovation in the types of products and services to be provided to clients in the future. The team has: • Proven start-up skills with a focus on profitability. • The ability to work in a group setting to provide each client with the highest level of service. • Experience and expertise to manage the daily business operations while conforming to the complex legal and financial structures that dictate the operations of the real estate acquisition, construction, and management. Ms. Brigitte A. Brown, CEO Ms. Brown is an entrepreneur, visionary and international business consultant. Born, raised, and educated in Germany; she is proud to be an American citizen since 1994. Ms. Brown has extensive hands-on consulting experience for international hospitality businesses, restaurants, nursing home facilities, troubleshooting high employee turnover, and product finding. It is her direct “hands on” management style that has achieved outstanding results for her clients. Ms. Brown’s experience comes from owning and operating a large hotel in Germany, two large tourist-oriented restaurants, and her own international consulting company in the United States. She has the ability to easily join and understand a management’s vision and work with them to find solutions quickly. Her innovative thinking has produced winning marketing strategies that were easy to implement and produced quick successes. Ms. Brown’s approach gives the team pride in their work, training and motivation. She is known as a reliable and professional team player with the ability to succeed in her assignments by getting results for her clients. Patricia Costello - COO Ms. Costello is a successful real estate investor with multiple-unit rental properties in Cortland, Lakeport and Oswego. She understands the local market and brings a wealth of resources to Andor LLC. The Hathaway Project encompasses many of her values, including conservation and energy efficiency, community involvement and cultural awareness. In addition to real estate endeavors, Ms. Costello has spent almost 30 years as a computer programmer, systems analyst and manager in several corporations. She is also the President/Founder of ChiroClips Inc, a 12 year old company which provides chiropractic clip art. This enterprise provided the opportunity to develop strong entrepreneurial and business skills. p. 30
  • 57. Jeff Padawer – CFO Mr. Padawer, CPA, is a business operations, accounting & infrastructure specialist. He brings decades of experience in accounting systems, information technologies and business management. For the past 5 years, he has worked as Controller for a pre-IPO manufacturing and R&D Company (Hydrogen Purification). He has owned a computer consulting company, been Director of business practice improvements, and worked as CFO in several companies. Throughout his personal and professional life, Mr. Padawer has demonstrated the values of health and reduced-stress living. Not only has he worked at several health, fitness and rejuvenation companies, he also founded and ran a stress reduction and health management consulting business. Mr. Padawer is a perfect complement to the Andor Executive Team. David Hardy - Construction David Hardy is the founder and owner of Iron Oak Construction Services. A General Contractor since 1979, Mr. Hardy heads up a team of reliable full-time craftsman and staff, which has consistently completed projects on time and on budget. He has the equipment and manpower resources to take commercial and industrial construction project from start-up to completion. In May of 1998, he opened a satellite office in Frederick, MD. He has completed projects in 20 states, including NY, KY, MD, MI, VA, NJ and Ohio. Hardy Construction has maintained an excellent record of safety, and has always retained an Experience Modification Rate below 0.85. Hardy Construction is experienced in constructing “green” buildings, including buildings under the LEED and NYSERDA programs. Chris Byers – Architect Chris Byers began work as an Architect upon graduation and certification in 1989. After 11 years of experience in larger firms, Mr. Byers founded the RBA Group in 2000 with an underlying effort to provide personal client service only possible by a small firm structure. Years of experience in the commercial retail, office, and hospitality markets have led RBA to a status of market leader in each. Mr. Byers holds Architectural licensure in 11 states. Management is pleased to work with this professional, who has also designed several local projects including the Hope Lodge condominiums at the nearby Greek Peak Skiing area. p. 31
  • 58. 4.8 Supporting Services The realtor is Audrey Edelman. We are also working with Jolene Rightmyer. The marketing team is Communiqué Design and Marketing. The market feasibility study was conducted by Strategic Performance Group, LLC, and is available on request. Kneipp information are provided by Kneipp-Mittel-Zentrale GmbH & Co. KG, Würzburg, Germany Himalayan Salt research information was supported by Dr. Barbara Hendel, a renowned German physician and co- author of the successfully published book “Water & Salt” Some research results were provided by Cornell University in Ithaca Other research sources were The Luxury Spa Magazine, the Wall Street Journal, Daily Hotel Industry News, Daily Restaurant Industry News, Barden Homes green building, Hospitality net, ed+c, (environmental design and construction),bizequity.com, and many other internet recourses. p. 32
  • 59. Development Phases Andor LLC is planning to use the Hathaway House and property, an existing thriving event catering business, near a well known ski area in New York State, as a base business for the planned Condominiums focused on Spa and active living. It is Management’s objective to convert this property from a well functioning event business into a luxury Condo-Spa- Resort type of property with 2 unique Restaurants, a Piano Bar, Bakery/Café, as well as an unmatched holistic Himalayan Saltwater spa and gym with the latest equipment for maintaining fitness and health. Management also plans to design artful gardens on the property to magnetize vacation business. 121 acres, only 1.5 miles distance from the resort, Andor plans to erect a wellness village focusing on Kneipp treatments, and using it also as a conference center and event destination. 40 rustic, yet luxury cabins with living roofs and walls set on a secluded beautiful wooded property next to the Hathaway community provide a perfect addition to the resort project. To add another unique feature, management plans to offer the first Kneipp treatment center in the US. Additional information about Kneipp treatments are to be found in Addendum A. Management’s goal is to draw professionals from well known colleges in the area, to seek residence in our planned luxury Resort offering not just a place to live, but a complete positive and healthy lifestyle. Because there are four ski areas nearby, this project offers a great vacation home option as well. The project will be completed in 3 phases within 24 months depending upon the elements and permitting. p. 33
  • 60. 5.0 Phase I • Enhancing the existing business by adding a variety of restaurant experiences. • Creating a fine dining restaurant for gourmet dining experiences and include the front parlors to be used as private dining rooms, and add an elegant Piano Bar • Recreating the kitchen; add a bakery kitchen, and a greenhouse for fresh organic herbs. • Building a pool and Spa in form of an octagon on the property to create a world class spa with offices on the 3rd floor. • The Spa hotel connected to the spa offers also a large partial indoor and outdoor pool and 80 luxury suites, café, conference center, and theater. • Designing the old world market place with German Swing Grill restaurant and Micro Brewery, gift stores, Jellorium, and butcher shop. • Developing a consistent profitable business, which is self-financing from own cash flow. • Build and sell 50 two bedroom and 50 three bedroom condominiums, architectural in harmony • Condominium owners will have the option to include maid service, cleaning service, room service, and breakfast club into their lifestyle. • Landscape the surrounding area of the condos exquisitely with edible gardens. 5.1 Phase II • Build and sell additional 50 two bedroom and 50 three bedroom condos • Landscaping formal flower memorial gardens on 20 acres of the property • Build 40 special rustic guest cabins with living roofs and walls • Landscape the property and add Kneipp walk ways • Add the recreational hall and area • Operate and continuously develop the businesses for three to five years to reach peak performance 5.2 Phase III • Build and sell the remaining 52 two bedroom and 52 three bedroom condos • Develop the Kneipp village with treatment center • Finalize the project stages for full operation p. 34
  • 61. 5.3 Exit Strategy Exit strategy to sell the following businesses or the entire compound for highest value following three to five years of successful operation. Management intends to sell the portfolio of businesses as a package, including the real estate assets, or as single businesses, some without real estate p. 35
  • 62. Strategic Analysis 6.1 External Environment Analysis The Company has developed a very complex pricing method to ensure that the Company can continue to provide its Hathaway products and services at profit despite possible drawbacks in the overall economic market. Construction materials and methods are considered “Green” building. Adding “living roofs” to all new constructions enhances the “green” aspect, as well as a planned solar power source. Management has completed extensive market research into the economic viability of the Company’s intended pricing strategy for its facility in Upstate New York. Management expects that prices of the Hathaway products and services will remain relatively inelastic as the economy fluctuates. Many of the services that we are offering are enjoyed by consumers despite pullbacks in the overall economy. Additionally, the target market for the Company’s service is expected to be affluent, and as such, their incomes will be less influenced by softness or recession in the general economy. 6.2 Real Estate Analysis and the Interest Rate Environment The current interest rate environment has caused real estate prices to increase at a rapid rate. Many economists are beginning to feel that this sudden and marked increase in price may lead to a real estate bubble that will eventually burst. After a lengthy study of market prices as a function of interest rates, Management have determined that the current prices for real estate are justified based on the current interest rate and economic climate. However, as interest rates rise, the value of real estate assets will become lower. Management also feels that while interest rates will increase, the demand for real estate sold to lower income consumers will decline. However higher income buyers will continue to acquire service oriented properties. As the Company is the developer of its condominium properties, a large margin of safety between debt and equity will always exist. The capital risk involved in this project is moderate. 6.3 Industry Analysis Below is an examination of the real estate development and hospitality services market within the United States. Restaurant Industry There are over 600,000 restaurants and eateries in the United States. Gross annual receipts total more than $172 billion dollars per year. It is one of the country’s largest grossing industries. The industry also employs over ten million people, and generates an average annual payroll of more than $34 billion dollars per year. As the country has become significantly wealthier of the last ten years, more and more Americans are eating out. Time has also become a concern for the average American family. Studies have shown that more than 40% of American families eat out at least one night per week. Americans, on the whole, have also become much busier. p. 36
  • 63. Real Estate Development The U.S. Economic Census estimates that there are 7,400 firms that specialize in the purchase, development, and construction of new multifamily units in the United States. These units consist of more than four units, but less than forty units in each residential facility. Each year, this industry generates in excess of $14 billion dollars in general contracting fees. Additionally, the business employs over 58,000 employees (does not include independent construction workers) and generates gross annual payrolls of $1.7 billion dollars. This industry is expected to continue to grow as the demand for housing increases. However, with the increase in the general interest rate, it is expected that a number of these firms serving the lower income market will scale down or eliminate their new construction operations due to a lack of economic viability. 6.3 Target Market Analysis Among its customers, Management expects the following demographics will acquire condominiums and use the Hathaway resort facility: • Male or Female • Between the ages of 35 and 65 • Annual household income exceeding $100,000 per year • Net worth exceeding $500,000 Within the United States, there are approximately 19,000,000 people that fall into the demographic profile outlined above Approximately 1,500,000 of these people live within New York State and the greater New York metropolitan area. 6.4 Competition Competition within the real estate development industry has been very strong over the last five years with the low interest rate environment coupled with the expanding wealth of the average America. There are literally thousands of developers that produce residential and commercial units for internal businesses and for sale to other investors. As such, it is very difficult to determine the direct competition for Andor, as there are few resorts within the targeted Upstate New York market offering similar life style packages. However, the Company intends to differentiate itself from the competition by using uniqueness and a number of high impact marketing strategies to showcase the exceptional luxury of the Hathaway Resorts, its condominiums, and other facilities. Management invites competition such as spa, hotel, and restaurant businesses to enhance the draw of high end clientele into the area. Greek Peak ski resort with a planned water park and time share condominiums, and Destiny USA, a planned high end Mall, condo, and recreational area are such projects planned within a 35 mile radius. p. 37
  • 64. Key Strategic Issues 7.1 Sustainable Competitive Advantage Andor, LLC, will be able to maintain successful business operations because of the following: • An offering of luxury spa and resort services that meet the budget requirements of our target audience. • A group of businesses operating as a co-op, so that the risk of the entire venture is offset by a large number of partners. • The ability to create a synergy among these businesses so that each client receives broad access to a large number of products and services in one resort location. • A built in customer base through 304 condo owners. • The ability to use high impact marketing and sales tactics to sell Andor’s Hathaway Condominiums while drawing a large amount of traffic to the resort facility. • Recurring streams of revenue that will provide the business with the ability to maintain fiscally strong operations despite drawbacks in the general economy. • A uniqueness found in no other part of the US. The German Schwenk Grill and Micro Brewery, the Himalayan Saltwater Spa, and the Kneipp treatment center are a first in the US. 7.2 Basis for Growth The Company will grow through several avenues: • The successful marketing and growth of the core condominium developments and spa/restaurants/bar/ services. • The successful management of a group of businesses that operate quasi-independently so that each partner and their respective business has an economic incentive to continually provide high quality products and services to a large built in customer base through the condos.. • Expansion into other metropolitan markets and the continued growth in the offering of the core resort services. p. 38
  • 65. Marketing Plan 8.1 Marketing Objectives • Establish the Hathaway Condo, Spa and Village as a premier residence and vacation/retreat destination in the local, national and international arena. We anticipate attracting celebrity residents and visitors, as well as corporate clientele. The restaurant, bakery and cafes, as well as the treatment centers will be positioned to attract local professionals as well. • Establish a strong presence in targeted Upstate New York markets. • Build a large referral network through existing client base. • Advertise the first Himalayan Saltwater floating Pool internationally • Establish connections with real estate brokerages and marketing firms for the sale of Hathaway condominiums. • Establish connection with a variety of media such as Spa Magazines, Wedding Magazines, • Invite Celebrity contacts • Develop an expansive nationwide advertising campaign to attract potential resort goers to the Hathaway facility. • Advertise the first Kneipp treatment center in the US internationally • Start up with a “hurricane” like marketing campaign using every media and tool available within a very short p. 39
  • 66. 8.2 Projected Sales and Gross Profit Figure: Projected Sales and Gross Profit Annual Sales Forecast (including Condo Sales) Year (after completion of development) Year 1 Year 2 Year 3 Year 4 Year 5 Growth % 0% 15% 20% 30% 25% Hathaway Restaurant and Bar 10,581,850 12,169,128 14,602,953 18,983,839 23,729,799 Bakery Stores and Café 3,359,550 3,863,483 4,636,179 6,027,033 7,533,791 Schwenk Grill and Micro Brewery 6,006,960 6,908,004 8,289,605 10,776,486 13,470,608 General Store 450,000 517,500 621,000 807,300 1,009,125 Jellorium 622,000 715,300 858,360 1,115,868 1,394,835 Holistic Himalayan Salt Spa & Hotel 11,269,375 12,959,781 15,551,738 20,217,259 25,271,573 Management Company 4,795,630 5,514,975 6,617,969 8,603,360 10,754,200 Kneipp Village 3,524,531 4,053,211 4,863,853 6,323,009 7,903,761 Recreational Grounds 1,619,920 1,862,908 2,235,490 2,906,136 3,632,671 Condo Sales (100 each year 1, 2; 104 in 3rd) 39,100,000 39,100,000 40,664,000 0 0 Totals 81,329,816 87,664,289 98,941,146 75,760,290 94,700,363 Annual Cost of Sales Forecast (60%) Year (after completion of development) Year 1 Year 2 Year 3 Year 4 Year 5 Cost of Goods% 60% 60% 60% 60% 60% Hathaway Restaurant and Bar 6,349,110 7,301,477 8,761,772 11,390,303 14,237,879 Bakery Stores and Café 2,015,730 2,318,090 2,781,707 3,616,220 4,520,275 Schwenk Grill and Micro Brewery 3,604,176 4,144,802 4,973,763 6,465,892 8,082,365 General Store 270,000 310,500 372,600 484,380 605,475 Jellorium 373,200 429,180 515,016 669,521 836,901 Holistic Himalayan Salt Spa & Hotel 6,761,625 7,775,869 9,331,043 12,130,355 15,162,944 Management Company 2,877,378 3,308,985 3,970,782 5,162,016 6,452,520 Kneipp Village 2,114,719 2,431,927 2,918,312 3,793,805 4,742,257 Recreational Grounds 971,952 1,117,745 1,341,294 1,743,682 2,179,602 Condo Sales (half are funded by initial funding) 10,200,000 21,216,000 0 0 Totals 25,337,890 39,338,573 56,182,288 45,456,174 56,820,218 Annual Gross Profit Year Year 1 Year 2 Year 3 Year 4 Year 5 Total 55,991,927 48,325,715 42,758,859 30,304,116 37,880,145 These values are based on industry standards for cost of goods as a percentage of sales. See Figure in 10.4 for anticipated Operating Expenses and EBITDA, and net profit. p. 40
  • 67. 8.3 Marketing Strategies Management intend to use a qualified advertising and marketing firm to help the Hathaway Condos and Spa Resort as well as the Hathaway Village to reach its intended audience of resort goers and condo buyers. This campaign will include the use of traditional print and media advertising as well as the Internet. Direct advertising campaigns will be of significant importance to the Company as we are offering our programs to a specified group of upper income people. Management primarily plans to use a qualified real estate brokerage and property management firm to manage the sales of Andor’s condominium properties. However, Management has developed an extensive marketing plan that will allow the Company to brand its image and name with the properties that it will develop and sell. Historically, it has been very difficult for a non-national development company to develop a brand name reputation among home owners and real estate investors. The real estate market in general is highly commoditized, and as long as a potential property is built to government set building standards, many home buyers and investors are indifferent to the Company that has built the property. However, branding the Company’s image with the property will allow the business to gain recognition over the long term. This will be accomplished by showcasing the many amenities associated with a purchase of a Hathaway Condo. Timely coverage of Andor, LLC, and its development projects will be further directed thru ongoing press relations, news releases and feature stories targeted at key professional and resort communities and other media outlets. Publicity activities will be designed to generate ongoing coverage about Hathaway Condos, Spa, and Resort in targeted media by providing writers and editors with newsworthy releases, features, stories, briefs, and visual material for their columns and stories. In depth coverage may also be obtained about the Company by hosting in-house interviews to be conducted by our company spokespersons, CEO Brigitte Brown, and COO Patricia Costello. Additionally, conventions, resort/real estate development trade shows, online advertising activities, sales development and viral marketing campaigns will follow carefully orchestrated strategies by our marketing personnel in conjunction with marketing experts. The Company will also use a number of TV and radio personalities to visit and experience the location so that they may “plug” the facility in lifestyle and travel columns during their respective interviews. The business will also maintain advertisements in Spa magazines, lifestyle/travel magazines, and other publications that are geared towards the Company’s targeted market. The Company will capitalize on the strong oversees economies to market the spa and condos, as well as the Kneipp treatments to European and Japanese consumers. According to the “Luxury Spa finder” Magazine: “The concept of living at a spa – the ultimate way to follow the spa lifestyle – has become wildly popular”, and is extremely successful in this structure. p. 41
  • 68. 8.4 Product Marketing Hathaway Condos and Spa will be a resort geared towards an upper income target market. Therefore, within the Company’s marketing literature, the focus of our discussions will be on the immense amenities that will be offered through the Company’s Upstate New York location. We will also market the safety, security, and health benefits associated with living at the facilities. The facility intends to produce continuously a number of signature products to be sold within the compound and via e-store. 8.4.1 Distribution All services and fees will be generated at our Company’s facilities in Central New York. 8.4.2 Promotion The Company will enlist the services of a public relations and marketing firm to manage the advertising and promotional aspects of the business. It is very specialized to reach a resort and condominium purchasing audience, and therefore Management feels that it is important to solicit the help of a qualified advertising and marketing agency. p. 42
  • 69. Organizational Plan 9.1 Organizational Structure p. 43
  • 70. 9.2 Organizational Budget Figure: Organizational Budget Annual Personnel Plan Year Year 1 Year 2 Year 3 Year 4 Year 5 Senior Management and Administration 900,000 945,000 992,250 1,041,863 1,093,956 Food & Beverage Service 960,000 1,008,000 1,058,400 1,111,320 1,166,886 Maintenance 300,000 315,000 330,750 347,288 364,652 Spa 360,000 378,000 396,900 416,745 437,582 Spa Hotel 192,000 201,600 211,680 222,264 233,377 Village 144,000 151,200 158,760 166,698 175,033 Other Employees 90,000 94,500 99,225 104,186 109,396 Totals 2,946,000 3,093,300 3,247,965 3,410,363 3,580,881 Annual Personnel Plan Year Year 1 Year 2 Year 3 Year 4 Year 5 Senior Management and Administration 9 9 9 9 9 Food & Beverage Service 40 40 40 40 40 Maintenance 20 20 20 20 20 Spa 12 12 12 12 12 Spa Hotel 8 8 8 8 8 Village 6 6 6 6 6 Other Employees 6 6 6 6 6 Totals 104 106 106 108 108 Part time and Seasonal Employees: Some of the property maintenance staff will be seasonal and not on the payroll at year-end. Personal Assistants and maids for condominium owners will be part time or contract employees, and not on the payroll. Staff for catered events will be part time and not on the permanent payroll. Personnel expense includes direct pay plus fringe benefits and payroll taxes. p. 44
  • 71. Financial Plan 10.1 Underlying Assumptions The Company has based its Proforma financial statements on the following: • Accounts receivables will not materially impact the Company’s cash flow as all accounts are expected to be settled within 37 days. • Andor, LLC, intends to settle all short term payables at the end of each month. • Management expects yearly sales to increase at a five-year average rate of 17.5% per year. • Management will solicit $100,000,000 to develop the Hathaway project. 10.2 Financial Highlights • Positive cash flow and profitability in each year of operation. • A highly liquid real estate portfolio that will be sold to third parties following the initial three to five years of operations. • A steady stream of high margin income from the multiple internal businesses in the Hathaway Resort, Restaurants, and Spa. 10.3 Sensitivity Analysis As our client base will be living on the premises of the facility there is very little influence from outside economic factors that could possibly jeopardize the business. All of our clients will be upper middle and upper income people whom have considerable financial resources, and therefore changes in our customer’s net worth will be minimal. This will allow the Company to have stable financial income, which will not deviate as changes in the economy occur. p. 45
  • 72. 10.4 Financial ProForma Projected Profit and Loss Statements Figure: Projected Profit and Loss – 5 years Annual Projected Profit and Loss Year Year 1 Year 2 Year 3 Year 4 Year 5 Sales 81,329,816 87,664,289 98,941,146 75,760,290 94,700,363 Cost of Goods/Sales 25,337,890 39,338,573 56,182,288 45,456,174 56,820,218 Gross Profit 55,991,927 48,325,715 42,758,859 30,304,116 37,880,145 Operating Costs (beyond Cost of Goods/Sales) Payroll 2,946,000 3,093,300 3,247,965 3,410,363 3,580,881 General and Administrative 279,960 241,629 213,794 151,521 189,401 Marketing and Selling 559,919 483,257 427,589 303,041 378,801 Professional Fees and Licensure 111,984 96,651 85,518 60,608 75,760 Insurance Costs 559,919 483,257 427,589 303,041 378,801 Repairs and Maintenance 559,919 483,257 427,589 303,041 378,801 Office Expenses 55,992 48,326 42,759 30,304 37,880 Miscellaneous Costs 55,992 48,326 42,759 30,304 37,880 Property Taxes 3,359,516 2,899,543 2,565,532 1,818,247 2,272,809 Utilities 559,919 483,257 427,589 303,041 378,801 Payroll Taxes 3,359,516 2,899,543 2,565,532 1,818,247 2,272,809 Total Operating Costs 12,408,636 11,260,346 10,474,212 8,531,759 9,982,626 EBITDA 43,583,291 37,065,370 32,284,646 21,772,357 27,897,519 Federal Income Tax 9,614,412 10,895,685 12,602,095 7,437,157 8,284,251 State Income Tax 1,456,729 1,650,861 1,909,408 1,126,842 1,255,190 Interest Expense 0 0 0 0 0 Grants (based on Gross Profit) -5,599 -4,833 -4,276 -3,030 -3,788 Depreciation Expense 424,270 445,483 467,757 491,145 515,702 Total Tax & Depreciation 11,489,812 12,987,196 14,974,984 9,052,114 10,051,355 Net Profit 32,093,479 24,078,174 17,309,662 12,720,243 17,846,164 Net Profit % of Gross Sales 39.46% 27.47% 17.49% 16.79% 18.84% Anticipated Profits in first 5 years totals over $104,000,000 Note: all profits in will go towards paying investor dividends, then paying down underlying loans and/or mortgages until the businesses are free and clear on encumbrances. p. 46
  • 73. Figure: Net Worth of Businesses After 5 Years The 5 year cash flow figure reflects (Gross Sales * Net Profit % of gross sales) Annual Cash Flow (and Net Worth) in Year 5 by Business Center-adjusted for Profit Factor (OpEx and Taxes): Year 5 CAP RATE CashFlow 10% 8% 12% 14% Hathaway Restaurant and Bar 4,471,851 44,718,507 55,898,134 37,265,422 31,941,791 Bakery Stores and Café 1,419,733 14,197,334 17,746,668 11,831,112 10,140,953 Schwenk Grill and Micro Brewery 2,538,519 25,385,191 31,731,489 21,154,326 18,132,279 General Store 190,168 1,901,683 2,377,104 1,584,736 1,358,345 Jellorium 262,855 2,628,549 3,285,686 2,190,458 1,877,535 Holistic Himalayan Salt Spa & Hotel 4,762,396 47,623,962 59,529,953 39,686,635 34,017,116 Management Company 2,026,616 20,266,155 25,332,694 16,888,463 14,475,825 Kneipp Village 1,489,454 14,894,539 18,618,173 12,412,116 10,638,956 Recreational Grounds 684,572 6,845,722 8,557,153 5,704,768 4,889,801 Condo Sales 0 0 0 0 0 Totals 17,846,164 178,461,642 223,077,053 148,718,035 127,472,602 Total Profits Investor Profit (70%) Annual Dividends Profit over 5 years 104,047,722 72,833,400 15% Sale of businesses at 10% 178,461,642 124,923,100 178% p. 47
  • 74. SWOT Analysis Strengths • Holistic spa with Himalayan Saltwater floating Pool, Saunas, Restaurants, recreational gardens, and services in the Andor LLC owned resort. • A one of its kind Kneipp wellness village adds to the uniqueness of this business • A proprietary pricing model that seeks to offset the traditional risks associated with real estate investing. • A well trained staff and efficient back office support for managing the ongoing operations of the two restaurants, bar, and spa resort facilities. • Sale of condos will generate substantial revenues for the business. • Recurring streams of revenue from the ongoing management of condos sold to third party homeowners and investors. • Low set up costs for new resort services. • Price inelasticity during times of economic recession. Weaknesses • Moderate barriers to entry. • Regulatory costs and liabilities associated with each business unit. • Legal and fiduciary liabilities relating to the health and well-being of our clients. Opportunities • Create a variety of Private Label products to be sold in the compounds own store. • Multiple streams of revenue generated from each resort customer or condo owner. • Create and market new products and services that will add a great satisfaction to the client’s experience. p. 48
  • 75. Critical Risks and Problems Development Risk – Low/Moderate The primary development risk faced by the business is Management’s ability to properly acquire the significant amount of capital needed to develop the Hathaway Condos, Spa, and Resort. Financing Risk – Low/Moderate Andor, LLC requires $60,000,000 of financing for the entire operations of Hathaway Condos, Spa, and Resort. A vast majority of this financing will go towards the direct development of the condos and internal business units that will provide the Company with a highly recurring stream of revenue over the life of the business. With the property serving as company assets with a complete value of $ 1,700,000 and a great plan, Andor hopes to intrigue the interest of development investors. Marketing Risk – Low/Moderate The Company will use the marketing strategies outlined in the seventh section of the business plan to properly drive sales and traffic to the Hathaway Condos and Spa Resort. These strategies are expensive and may not yield the financial results anticipated in this business plan. Management Risk – Low The Company’s leadership, Brigitte Brown, Gerry Ruggiero, plus their team of professionals at their advisory board are experienced and knowledgeable regarding all aspects of the Company’s resort/development operations and services. Each owner is fully committed to working towards the success of the Company. Additionally, the Company will maintain a “key employee” life insurance policy for each owner. This will ensure that in the event of death or incapacitation, the Company can successfully continue to run its business operations. Valuation Risk – Low The risk that an investor pays too much for the venture is offset by: • Investor funds will be in a Company that generates high margin revenue. • A majority of the investor’s net worth will be real estate assets. • Moderate overhead and operating expenses. • The Company’s growth rate will create value and equity in the business very quickly. Exit Risk - Low There is a great demand for established resort community businesses, and the Management of the Company feels that the full sale of all Company assets could occur within one year of marketing the Company for sale. Andor, LLC, would most likely solicit the help of a qualified business broker or mergers and acquisitions oriented investment bank. p. 49
  • 76. Reference Sources All statistics and market information was obtained through: 1. U.S. Government Bureau of Labor Statistics 2. U.S. Bureau of Economic Analysis – Commercial and Residential Real Estate 3. U.S. Economic Census • Real Estate Credit – NAICS Report 522292 • Lessors of Residential Real Estate – NAICS Report 531110 • Lessors of Commercial Real Estate – NAICS Report 531120 • Multifamily Housing Construction – NAICS Report 233220 4. The Mortgage Bankers Association of America - 2005 Annual Report 5. Loopnet.com 6. Cortland County Business Development Corp. 7. Kneipp-Werke, Kneipp-Mittel-Zentrale GmbH & Co. KG, Germany 8. Dr. Barbara Hendel, Physician, Product Developer, Author, Germany 9. Luxury Spa Finder Magazine 10. Wall Street Journal 11. Cornell University 12. American Hospitality Institute Incorporated p. 50
  • 77. Addendum A: Kneipp The Healing Powers of Water “Nature has generously provided for us everything that we need to remain in good health.” ...Sebastian Kneipp The holistic thinking of Sebastian Kneipp is still valid today as ground breaking for naturopathic healing methods and preventative medicine. The baths of the Greek and Roman empires, the cures of the Far East, as well as the medicine of the European cloisters, all contributed to the foundation of the 19th century holistic knowledge. During the course of his life (1821-1897), Sebastian Kneipp combined the core elements of these well-springs of healing and systematically developed them to meet the needs of modern man. This formed the basis of his visionary lifestyle; one that asks people to regard their daily habits and natural environment as inseparable from one another. The name Kneipp stands not only for the scientifically proven natural healing products and applications, but also for a balanced holistic lifestyle, which today is frequently described as true “wellness.” During all these years, an entire town in the foothills of the Bavarian Alps has devoted itself to the Kneipp philosophy. In the spa-village of Bad Wörishofen, almost every hotel and guest-house offers treatments of the well- known “Kneipp-Cure” where physicians practice Kneipp Naturopathy. The Kneipp philosophy is based on five pillars. The last, balance, is arguably the most important of the five. The Kneipp philosophy does not claim one miracle product or treatment. Rather it displays a lifestyle, where if followed in balance, true wellness will be obtained. The five Kneipp pillars: Plants The theory of the healing effects of specially selected herbs and plants is the result of thousands of years of experience and forms the basis of the invaluable formulas from Sebastian Kneipp. They contain high concentrations of natural plant extracts and are the key to effective healing and active health protection: “outer beauty and inner well-being.” Water Water is an ideal conductor of heat and coolness as well as a stimulus to chemical and mechanical reactions. In the center of the so named “hydrotherapy,” also known as the famous “Kneipp Cure,” are the pleasant applications of warm and cold water. This stimulates the circulation and improves the natural healing powers of the body. Exercise Regular physical activity, preferably out in the countryside, is an important aspect. Sebastian Kneipp recommended light physical activities like hiking, swimming and bike- riding as well as a moderate program of physical training, without the pressure of competition. All of this revitalizes the entire organism. It strengthens the body’s natural immune defenses and conveys a sense of general well-being. Nutrition A varied and healthy diet is a key ingredient of the holistic approach. Sebastian Kneipp did not subscribe to the concept of a strict diet; rather he encouraged frequent, balanced and nutritious but low-fat meals. Since food and beverage played a central role in controlling inner balance and joy of life, meals should be a palatable and pleasant experience. p. 51
  • 78. Balance Each one of these elements are important, yet they develop their full potential when combined with a conscious and consistent lifestyle. The balancing of all these activities was Sebastian Kneipp’s fundamental prerequisite for a healthy, active and content life. This equilibrium links all the elements and unites them into a single logical concept. The thinking of Sebastian Kneipp was not one of strict decrees or “forbidden” activities, rather it was one of suggestions. With the help of these ideas and recommendations, one can find a lasting sense of wellness. This principle can be summed up by his statement: “Everything within its own time, and everything within proper balance.” For the stress plagued men and women of today, this means that they must above all, take the time to unwind, relax and consciously enjoy life with all of their senses. It is necessary to find a harmonious rhythm to life, and give equal importance to body, mind and soul. p. 52
  • 79. Addendum B: Community benefits p. 53
  • 80. PART C SUBSCRIPTION AGREEMENT AND ACKNOWLEDGEMENT OF INVESTMENT INTENT TO: Board of Directors – Andor Projects, LLC. 1. Subscription. The undersigned understands that Andor Projects, LLC., a New York Company (the “Company”), is offering for sale in a private placement transaction (“Offering”) a total of 20,000 Memberships, pursuant to a Private Placement Memorandum, dated December 15, 2008, (together with the exhibits thereto, herein referred to as the “Memorandum”), all as more particularly described and set forth in the Memorandum. 2. Acceptance of Subscription. The undersigned understands and acknowledges that (a) the Company has the unconditional right, exercisable in its sole and absolute discretion, to accept or reject any Subscription Agreement and Acknowledgement of Investment Intent (“Agreement”), in whole or in part; (b) subscriptions need not be accepted in the order received; (c) all subscriptions are subject to prior sale, withdrawal, modification or cancellation of the Offering by the Company; (d) no subscription shall be valid unless and until accepted by the Company; (e) this Agreement shall be deemed to be accepted by the Company only when it is signed by an authorized officer of the Company on behalf of the Company; and (f) notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue the Memberships to any person to whom the issuance of the Memberships would constitute a violation of the Securities Act of 1933, as amended (“1933 Act”), or any state securities laws. The Company will deliver certificates representing the Memberships purchased by the undersigned promptly after the closing of the Offering. 3. Representations by the Undersigned. The undersigned represents and warrants as follows: (a) The Memorandum relating to the Offering of the Memberships has been received and carefully read and the undersigned will rely solely upon the information contained in the Memorandum and the independent investigations made by the undersigned or undersigned’s advisors. The undersigned expressly represents and warrants that the undersigned is not relying upon any oral representations or any written information other than the Memorandum in making the decision to purchase the Memberships subject of this Subscription Agreement; (b) The undersigned is purchasing the Memberships without being furnished any offering literature or prospectus other than the Memorandum; or have reviewed additional material; such as brochures and videos, (available upon request). (c) The undersigned (i) understands and acknowledges that the issuance of the Memberships have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, such securities cannot be resold unless such resale is registered under the 1933 Act or unless an exemption from registration is available; (ii) acknowledges that the undersigned has no right to require such registration and recognizes that no public agency has passed upon the accuracy or adequacy of the information contained in the Memorandum or the fairness of the terms of the Offering; and (iii) agrees not to sell such securities without registering such sale under the 1933 Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sales; (d) The undersigned is acquiring the Memberships for his, her or its own account for long-term investment and not with a view toward resale, division or distribution thereof, and the undersigned does not presently have any reason to anticipate any change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the Ownership of Memberships. No one other than the undersigned will have any beneficial interest in the Memberships; p. 76
  • 81. (e) The undersigned (please initial applicable items): (1) ____ is a natural person who has an individual net worth, or joint net worth with that person’s spouse of more than $1,000,000; or (2) ____ is a natural person who had an individual income in excess of $250,000 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; or (3) ____ is a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; or (4) ____ any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or (5) ____ is an insurance company as defined in Section 2(13) of the 1933 Act; or (6) ____ is 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; or development company as defined in Section 2(a)(48) of that act; or (7) ____ is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (J) of the Small Business Investment Act of 1958; or (8) ____ is an employee benefit plan within the meaning of Title I 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 such act) which is either a bank, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $1,000,000 or, if a self directive plan, its investment decisions are made solely by persons that are accredited investors; or (9) ____ is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or (10) ____ is an organization described in Section 501(c) (3) of the Internal Revenue Code, corporation, or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $1,000,000; or (11) ____ any trust, with total assets in excess of $1,000,000, not formed for the specific purpose of acquiring the Ownership of Memberships, whose purchase is directed by a sophisticated person as defined in the rules and regulations of the 1933 Act; or (12) ____ is an entity in which all of the equity owners fall within one of the categories set forth above in (1) through (11); or (13) ____ is otherwise an Accredited Investor as defined in Section 501 of Regulation D as adopted by the Securities and Exchange Commission. (14) ____ is a non-accredited investor as defined in Section 501 of Regulation D as adopted by the Securities and Exchange Commission. (f) The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Memberships and of making an informed investment decision, and does not require a Purchaser Representative in evaluating the merits and risks of an investment in the Ownership of Memberships, or has relied upon the advice of a p. 77
  • 82. Purchaser Representative as evidenced by the Purchaser Representative Questionnaire being provided herewith; (g) The undersigned recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase Memberships is placed at the risk of the business and may be completely lost. The purchase of Memberships as an investment involves special risks including those set forth under the caption “Risk Factors” and elsewhere in the Memorandum; (h) The undersigned realizes that the Memberships cannot readily be sold as there will be no public market therefore, and it may not be possible to sell or dispose of the Ownership of Memberships; therefore the Memberships must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies; (i) The undersigned confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment; (ii) to hold the Memberships for an indefinite period of time; and (iii) to afford a complete loss of his, her or its investment. The undersigned also represents that he, she or it has (I) adequate means of providing for his, her or its current needs and possible personal contingencies, and (II) has no need for liquidity in this particular investment; (j) The undersigned understands (i) the ability to transfer the Memberships will be restricted, as set forth in the 1933 Act and in the Memorandum, which includes restrictions against transfers unless the transfer is effected in compliance with the 1933 Act and applicable state securities laws (including investment suitability standards); and (ii) the Company will consent to a transfer of the Memberships only if the transferee represents that he, she or it acknowledges, accepts and will be bound by all of the terms and conditions of this Offering and otherwise comply with all applicable federal and state securities laws, rules and regulations; and (iii) the Company has the right in its sole discretion to refuse to consent to the transfer of the Ownership of Memberships; (k) All information which the undersigned has provided to the Company concerning the undersigned’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the undersigned will immediately provide the Company with such information; (l) The undersigned has carefully considered and has, to the extent he, she or it believes necessary, discussed with his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Memberships for his, her or its particular tax and financial situation and that the undersigned and his, her or its advisers, if such advisors were deemed necessary, have determined that the Memberships are a suitable investment for the undersigned; (m) The undersigned understands that the books and records of the Company will be available upon reasonable notice for inspection during reasonable business hours at the Company’s place of business; (n) The undersigned has been provided access to all information requested (in addition to the Memorandum) in evaluating his, her or its purchase of Memberships(none of which was contrary to the information contained in the Memorandum); (o) The undersigned has been presented with and has acted upon the opportunity to ask questions of and receive answers from the Company relating to the terms and conditions of the Offering and to obtain any additional information necessary to verify the accuracy of the information made available to the undersigned; (p) The undersigned has not become aware of this Offering and has not been offered Memberships by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or p. 78
  • 83. television or radio broadcast or any seminar or meeting where, to the undersigned’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; and (q) The undersigned (i) is a bona fide resident of the state set forth as his, her or its “residence address” in this Subscription Agreement and Acknowledgement of Investment Intent; or (ii) if a corporation, partnership, trust, or other form of business organization, it has its principal office within such state; or (iii) if a corporation, partnership, trust, or other form of business organization which was organized for the specific purpose of acquiring Memberships in the Company, all of its beneficial owners are residents of such state. 4. Indemnification. It is acknowledged that the meaning and legal consequences of the representations and warranties contained in this Agreement are understood and the undersigned hereby agrees to indemnify and hold harmless the Company and each other purchaser of Memberships from and against any and loss, damage and liability due to or arising out of a breach of any of the representations and warranties made in this Agreement. The representations and warranties contained herein are intended to and shall survive delivery of the Agreement and the completion of the transactions set forth in the Memorandum. 5. Restrictions on Transferability of Memberships. The undersigned hereby agrees that the Memberships being purchased by him and any agreement or certificate evidencing such securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act. The Memberships have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts.” The undersigned further understands and acknowledges that there is only a limited market for the Memberships of the Company and that he, she or it may not be able to sell such Memberships even though resale thereof may have subsequently been registered under the 1933 Act. 6. Number of Memberships Purchased. The undersigned hereby subscribes to purchase _______ Memberships of Andor Projects, LLC. at $500.00 per Unit for an aggregate purchase price of $_______ Dollars U.S. ($ ). 7. Payment. The purchase price is being paid herewith by delivery of either cash, cashiers check, or electronic funds transfer, payable to Andor Projects, LLC., in the amount of $_____ ($500.00 per Unit ). This Agreement, being an integral part of the Memorandum for all purposes, is executed on this the _________day, of _______(month),________(year). p. 79
  • 84. TYPE OF OWNERSHIP (CHECK ONE): INDIVIDUAL OWNERSHIP (one signature required) TRUST (please include name of trust, name of trustee, and date trust was formed and copy of the Trust Agreement or other authorization) PARTNERSHIP (please include a copy of the Partnership Agreement authorizing signature) CORPORATION (please include a certified corporate resolution authorizing signature) Please print here the exact name (registration) the purchaser desires to appear in the Memberships transfer records of the Company: Please print here the exact address the purchaser desires to appear in the Memberships transfer records of the Company: If interest payments are to be made to an address other than that above (i.e. a brokerage account), please print here such address and account designation: Please provide the purchaser’s Social Security or Taxpayer Identification Number: EXECUTION: Please execute this Agreement by completing the appropriate section below. 1. If the subscriber is an INDIVIDUAL, complete the following: Signature of purchaser(s) ____________________________ Name (please type or print) ___________________________ 2. If the subscriber is a CORPORATION, complete the following: The undersigned hereby represents, warrants and covenants that the undersigned has been duly authorized by all requisite action on the part of the corporation listed below to acquire the Memberships and, further, that the corporation has all requisite authority to acquire such Ownership of Memberships. The officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein has been duly made by the LLC and that he or she has authority under the Articles of the LLC, Bylaws, and Resolutions of the Board of Directors of such LLC to execute and deliver this Agreement on behalf of the LLC. Such officer has enclosed a true copy of the Articles of the LLC, the Bylaws and, as necessary, the Resolutions of the Board of Directors authorizing a purchase of the investment herein, in each case, as amended to date. Name of Corporation (please type or print) By: _________________________________________ (Signature) Name &Title:____________________________________ 3. If the subscriber is a PARTNERSHIP, complete the following: p. 80
  • 85. The undersigned hereby represents, warrants and covenants that the undersigned is a general partner of the Partnership named below (“Partnership”); has been duly authorized by the Partnership to acquire the Memberships; and the Partnership has all requisite authority to acquire such Memberships. The undersigned represents and warrants that each of the above representations or agreements or understandings set forth herein has been made by the Partnership and he or she is authorized by such Partnership to execute and deliver this Agreement. Such General Partner has enclosed a true copy of the Partnership Agreement of said Partnership, as amended to date, together with a current and complete list of all Partners thereof. Name of Partnership (please type or print) By: __________________________________________________ (Signature) Name & Title: __________________________________________ 4. If the subscriber is a TRUST, complete the following: The undersigned hereby represents, warrants and covenants that he or she is duly authorized by the terms of the trust instrument (“Trust Instrument”) governing the trust (“Trust”) set forth below to acquire the Memberships and that the undersigned, as trustee, has all requisite authority to acquire such Memberships for the Trust. The undersigned, as trustee, executing this Agreement on behalf of the Trust, represents and warrants that each of the above representations or agreements or understandings set forth herein has been made by the Trust and he or she is authorized by such Trust to execute and deliver this Agreement. Such trustee encloses a true copy of the Trust Instrument of said Trust, as amended to date. By: __________________________________________ (Signature) Name & Title: ___________________________________________ ACCEPTED THIS __ DAY OF ___________, _____. BY: Andor Projects, LLC. p. 81
  • 86. EXHIBIT “A” PURCHASER QUESTIONNAIRE TO: Board of Directors -Andor Projects, LLC. The information contained herein is being furnished to you in order for you to determine whether the undersigned’s Subscription Agreement and Acknowledgment of Investment Intent to purchase Memberships, $500.00 per Unit (“Memberships”) being offered by Andor Projects, LLC., a New York LLC., (the “Company”), may be accepted by you pursuant to Section 3(b) and/or 4(2) of the Securities Act of 1933, as amended (“1933 Act”), and Regulation D promulgated thereunder. I understand that the Company will rely upon the information contained herein for purposes of determining the availability of exemptions from the registration requirements of the 1933 Act, in reliance upon such exemptions. All information furnished is for the sole use of the Company and will be held in confidence by it, except that this Questionnaire may be furnished to such parties as the Company’s counsel deems necessary or desirable to establish compliance with federal or state securities laws. In accordance with the foregoing, the undersigned makes the following representations and warranties: GENERAL INFORMATION (This item is presented in alternative form. Please initial, in the space provided, the alternative you select.) _______ Alternative One: The undersigned has such knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of an investment in the Ownership of Memberships; the undersigned is not utilizing a Purchaser Representative in connection with evaluating such merits and risks. The undersigned offers as evidence of knowledge and experience in these matters the information requested below on this Purchaser Questionnaire. _______ Alternative Two(*): The undersigned will use a representative(s) acceptable to undersigned (“Purchaser Representative”) in connection with evaluating a potential investment in the Ownership of Memberships. The undersigned acknowledges that the following person(s) will be acting as Purchaser Representative(s) in connection with evaluation the merits and risks of an investment in the Ownership of Memberships. *IF YOU HAVE INITIALED ALTERNATIVE TWO, THIS PURCHASER QUESTIONNAIRE MUST BE ACCOMPANIED BY A COMPLETED AND SIGNED PURCHASER REPRESENTATIVE QUESTIONNAIRE, ATTACHED HERETO. List name(s) of Purchaser Representative(s): The above-named Purchaser Representative(s) has (have) furnished to the undersigned a completed Purchaser Representative Questionnaire, a copy of which is delivered to you herewith. The undersigned and the above named Purchaser Representative(s) together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the Ownership of Memberships. p. 82
  • 87. Except as indicated below, any purchase of the Memberships will be solely for the account of the undersigned, and not for the account of any other person or with a view to any resale, division or distribution thereof. PART ONE -INFORMATION REQUIRED OF EACH PROSPECTIVE PURCHASER: 1. Name: ___________________________________ 2. Residence address: ________________________________ 3. Employer or business association, position held and length of service: ___________________________________________________________________________________ _________________________________________________________ 4. Check one of the following representations (a) or (b), IF APPLICABLE. (a) ____ My individual net worth, or joint net worth with my spouse, exceeds $1,000,000. (b) ____.My individual income (without my spouse) was in excess of $250,000 in each of the two most recent years or joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to reach the same income level in the current year. Individual income means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not of any tax exempt interest income property owned by a spouse): (i) the amount of any tax exempt interest income received, (ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) deductions for alimony paid, (v) amounts contributed to an IRA or Keogh retirement plan and (vi) any amount by which income from long term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code. PART TWO -TO BE COMPLETED ONLY BY PROSPECTIVE PURCHASERS WHO ARE NATURAL PERSONS: 5. Please describe your educational background. ___________________________________________________________________________________ _________________________________________________________ 6. List all Professional licenses or registrations, including bar admissions, accounting certification, real estate brokerage licenses, and SEC or state broker-dealer registrations, if any: ___________________________________________________________________________________ _________________________________________________________ 7. Prior employment, positions or occupations during the past five years (and the inclusive dates of each) are as follows: ___________________________________________________________________________________ _________________________________________________________ 8. The undersigned has previously purchased securities which were sold in reliance upon the private offering exemption from registration under the Securities Act of 1933, as amended. Yes No If yes,describe:_________________________________________________________ p. 83
  • 88. 9. Please specify your investment objectives: Income Appreciation Other (explain) 10. Describe what type of prior investments you have participated in and the amounts involved: (Name of Company Nature of Investment Amount Invested) ___________________________________________________________________________________ ___________________________________________________________________________________ ____________________________________________ p. 84
  • 89. PART THREE -TO BE COMPLETED BY ALL PROSPECTIVE PURCHASERS WHO ARE NOT NATURAL U.S. PERSONS 11. Name of entity: 12. Address of principal office: 13. Type of Organization (partnership, corporation, etc.): 14. Date and place of organization:___________ 15. The undersigned is (initial all applicable sections): (a) • ____ a bank as defined in Section 3(a)(2) of the Securities Act of 1933 (“1933 Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act; • ____ a broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934; • ____ an insurance company as defined in Section 2(13) of the 1933 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; (b) ____ a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; (c) ____ an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of $250,000; (d) ____ any trust, with total assets in excess of $250,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in the rules and regulations of the 1933 Act; (e) ____ an entity in which all of the equity owners are Accredited Investors as defined in Rule 501(a) of Regulation D. Note: each equity owner must submit an individual Purchaser Questionnaire. • List all equity owners of the entity:___________________________________________ • Type of entity:___________________________________________________________ • Attach a copy of the entity’s Articles of the LLC and Directors’ Resolution authorizing the investment or Partnership Agreement or Trust Agreement, if any. p. 85
  • 90. REPRESENTATIONS AND WARRANTIES OF EACH PROSPECTIVE PURCHASER: The undersigned understands that the Company will be relying on the accuracy and completeness of the responses to the foregoing questions and represents and warrants to the Company as follows: i) The answers to the above questions are complete and correct and may be relied upon by the Company in determining whether the undersigned meets the investor suitability requirements set forth in the Memorandum, and whether the Offering in which the undersigned proposes to participate is exempt from registration under the 1933 Act and the rules promulgated thereunder; ii) The undersigned will notify the Company immediately in writing of any material change in any statement made herein occurring prior to the completion of the Offering; and iii) The undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies, has no need for liquidity in his, her or its investment in the Memberships and is able to bear the economic risk of an investment in the Memberships in the amount contemplated. In making this statement, the undersigned at the present time could afford a complete loss of such investment. IN WITNESS WHEREOF I have executed this Purchaser Questionnaire this _____ day of _________, _______. Signature___________________________________ PURCHASER REPRESENTATIVE QUESTIONNAIRE 1. ALL INFORMATION WILL BE TREATED CONFIDENTIALLY. 2. THIS QUESTIONNAIRE SHOULD NOT BE COMPLETED IF INVESTOR CHECKED ALTERNATIVE ONE ON PAGE 1 OF THE PURCHASER QUESTIONNAIRE. 3. EXECUTION OF THIS DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION TO PURCHASE THE MEMBERSHIPS OF Andor Projects, LLC. , NOR DOES IT SIGNIFY THE RENDERING OF INVESTMENT ADVISORY SERVICES; RATHER, THIS DOCUMENT DENOTES THAT THE UNDERSIGNED HAS ADVISED THE PROSPECTIVE INVESTOR WITH REGARD TO THE NATURE OF RELATIVE MERITS AND RISKS, TAX CONSEQUENCES AND MATTERS RELATED TO SUITABILITY AND APPROPRIATENESS OF AN INVESTMENT. The information contained herein is being furnished to you in order for you to determine whether Memberships, no par value (“Memberships”), of Andor Projects, LLC. (the “Company”) may be offered and sold to pursuant to Section 3(b) or 4(2) of the Securities Act of 1933, as amended (“Act”), and/or Regulation D promulgated thereunder. I understand that (i) you will rely upon information contained herein for purposes of determining the availability of said exemptions from registration; (ii) the Memberships will not be registered under the Act in reliance upon an exemption from registration; and (iii) this Questionnaire is not an offer to sell the Memberships or any other securities to the undersigned Purchaser Representative. As Purchaser Representative for_______, I herewith furnish you with the following representations and information: p. 86
  • 91. 1. The undersigned is not an affiliate, director, officer or employee of the Company, or beneficial owner of 10% or more of the equity interest in the Company, except as follows (State “no exceptions”, or set forth exceptions and give details):______________________ 2. The undersigned has such knowledge and experience in financial and business matters so as to be capable of evaluating, alone, or together with other Purchaser Representative(s) of the Purchaser, or together with the Purchaser, the merits and risks of an investment in the Company. The undersigned offers as evidence thereof the following additional information (e.g., investment experience, business experience, professional education): 3. No material relationship between the undersigned or his, her or its affiliates and the Company, or its affiliates, which now exist or is mutually understood to be contemplated or which has existed at any time during the previous two years, nor has compensation been received or will be received as a result of any such relationship, except as follows (State “no exceptions”, or set forth exceptions and give details): NOTE: Under Regulation D, a Purchaser Representative may not be an affiliate, director, officer or other employee of the Company or beneficial owner of 10% or more of any class of the equity securities or 10% or more of the equity interest in the Company, except where the purchaser is: (a) Related to the Purchaser Representative by blood, marriage or adoption, no more remotely than as first cousin; or (b) Any trust or estate in which the Purchaser Representative or any person related to him, her or it, as specified in Subdivision (a) or (c), collectively, have more than 50% of the beneficial interest (excluding contingent interests) or of which any person serves as trustee, executor or in a similar capacity; or (c) Any corporation or other organization in which the Purchaser Representative or any persons related to him, her or it, as specified in Subdivision (a) or (b), collectively, are the beneficial owners of more than 50% of the equity securities (excluding directors’ qualifying Memberships) or equity interests. The undersigned agrees to notify you promptly of any changes in the foregoing information, which may occur prior to the completion of the transaction. DATED this _____ day of _____________, _______. Signature____________________________________________ Type or Print Name: ___________________________________________________________________ Business Address:_______________________________________________________________ City/State/Zip Code: ___________________________________________________________________ Telephone Number(s):_____________________________________________ Principal Profession: ______________________________ p. 87
  • 92. PURCHASER ACKNOWLEDGEMENT The undersigned, being the above-named Purchaser, hereby acknowledges that the above- named Purchaser Representative has (have) acted as the undersigned’s Purchaser Representative(s) in connection with evaluating the merits and risks of the undersigned’s prospective investment in Andor Projects, LLC. Signature/Date: ______________________________________ CAUTION TO PURCHASER: DO NOT EXECUTE THE FOREGOING PURCHASER ACKNOWLEDGMENT UNLESS AND UNTIL THE PURCHASER REPRESENTATIVE QUESTIONNAIRE PRECEDING SUCH ACKNOWLEDGMENT HAS BEEN COMPLETED IN FULL AND SIGNED BY THE PURCHASER REPRESENTATIVE(S). p. 88