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The Offer

We are offering Units of Investing Membership Interest (the “Units”) to “accredited investors” only in accordance available exemptions from registration including, but not limited to, Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), as intended by Congress pursuant the JOBS Act of 2012 (the “Offering”). The Units will not be registered under the Act. This document is our offering memorandum (this “Memorandum”). This offering is not available to you if we are unable to reasonably verify your status as an “accredited investor” as defined by Rule 501(a) of the Act.

Units of Investing Membership Interest

Class A-1 Units

No Maximum Offering

No Minimum Offering

Minimum Subscription: 50,000 Units ($50,000)

FOR ACCREDITED INVESTORS ONLY

FOOTNOTES:

  1. Units will be offered and sold by the Company’s management who will not receive remuneration for the sale of Units. However, in some instances sales commissions and/or finder fees of up to eight percent (8%) may be payable to third parties who introduce and/or present the offering to investors. Only licensed FINRA registered brokers and their registered representatives may receive sales commissions.  Only bona fide third party finders may receive finder fees. In no case will such finder fees or sales commissions exceed eight percent (8%) of the subscription amount.
  1. Our total planned capital outlay for the initial Forest Acreage is $1,000,000,000, comprised of a combination of equity capital (in the form of cash, real property, and/or in-kind services) and senior bank financing, although we may proceed without obtaining financing.  Our plan is to raise such equity capital from Investing Members by selling Units of Investing Membership Interest at $100,000 per Unit.  See “Company Capitalization and Use of Proceeds” and “Compensation”. Our use of proceeds is subject to material change in our Managing Member’s sole discretion.  
  1. At least 10 Units ($1,000,000) need to be sold for the offering to proceed. Funds will be held in a Company-controlled escrow account until subscriptions of at least 10 Units ($1,000,000) have been received, whereupon such funds shall be released to pursue the Company’s objectives. In the event sufficient acquisition financing is not obtained, we may elect to either (a) refund your investment, or (b) continue the offering to raise the balance in order to acquire the Forest Acreage or Properties for cash or on alternate terms.
  1. The Offering may be increased at our Managing Member’s option up to 6,000 Units ($6,000,000,000) to handle oversubscriptions, cost overruns or for any other purpose.
  1. Minimum investment is $100,000,000 (1 Unit). However, fractional Units may be sold in our Managing Member’s sole and absolute discretion.
  1. Compensation and fees will be paid to our Managing Member or its affiliates. See “Compensation”.
 

PRICE

(4)

SALES COMMISSIONS / FINDER FEES (1)

PROCEEDS TO FUND (2)(5)

Per Unit (1)

$1.00 

$0

$1.00 

Minimum Offering (3)(4)

N/A

$0

N/A

Maximum Offering (4)

N/A

$0

N/A

FOOTNOTES:

  1. Units will be offered and sold by the Fund’s management who will not receive remuneration for the sale of Units. However, in some instances sales commissions and/or finder fees may be added to the subscription amount payable to third parties who introduce and/or present the offering to investors. Only licensed FINRA registered brokers and their registered representatives may receive sales commissions.  Only bona fide third-party finders may receive finder fees.
  1. Net proceeds are calculated before deducting expenses associated with this Offering, such as legal, tax, accounting, due diligence, overhead, printing, mailing and other out of pocket expenses, some or all which may be paid to Affiliates of the Fund.  
  1. No minimum number of Units need to be sold for the Offering to proceed. Your funds will not be held in escrow and will be immediately available for use by the Fund to pursue its objectives.
  1. The minimum investment in the Fund is $50,000 (50,000 Units at the Subscription Price). However, fewer Units may be sold in our sole and absolute discretion.
  1. No more than $75,000 of the net proceeds of the Offering may be used for Fund expenses, some or all of which may be paid and/or reimbursed to the Managing Member or its Affiliates (See “Use of Proceeds” and “Compensation”).

We are organized as a “private investment company” pursuant to claimed exemptions from registration under Sections 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940, as amended, and applicable state law. We are offering Units of Investing Membership Interest (the “Units”) in the Fund to “accredited investors” only (“you”, “your”, or the Unit “Subscriber(s)”) in reliance upon the offering exemption contained in Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Act”), adopted by the SEC as directed by Congress pursuant to the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”), Section 4(a)(5) of the Act, and/or applicable state law (the “Offering”). This document is our offering memorandum (this “Memorandum”) which discloses the risks and other factors to be considered before investing in the Fund.  This Offering is not available to the general public or to persons who are not “accredited investors”.

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