DECLARATION OF VICTORIA JACQMEIN 

Pursuant to 28 U.S.C. Section 1746, the undersigned states as follows: 

1. My name is Victoria Jacqmein. I am over twenty-one years of age and have 

personal knowledge of the matters set forth herein. 

2. I am a Paralegal Specialist at the U.S. Securities and Exchange Commission (the 

“Commission”). 

3. Attached as Exhibit A is a true and correct copy of a document the S.E.C, received 

from the Florida Office of Financial Regulation that is maintained in the S.E.C.’s records in the 

matter of United Fidelis Group. 

I declare under penalty of perjury that the foregoing is true, correct, and made in good faith. 

 

Executed on this 22nd day of July 2020. 

_________________________ 

 VICTORIA JACQMEIN 

Case 9:20-cv-81205-RAR Document 27-3 Entered on FLSD Docket 07/27/2020 Page 1 of 52
Confidential Offering Memorandum • Fidelis Financial Planning LLC

Page | i

COPY NO. ________

..............................

Name of Offeree

Fidelis Financial Planning LLC

A Delaware Limited Liability Company

$20,000,000 AGGREGATE AMOUNT 9%-15% PROMISSORY NOTES

400 UNITS OFFERED

Class A – $50,000 up to $99,000 principal amount one-year 9% promissory note

Class B – $100,000 up to $199,000 principal amount one-year 10% promissory note

Class C – $200,000 up to $299,000 principal amount one-year 12% promissory note

Class D – $300,000 up to $499,000 principal amount one-year 14% promissory note

Class E – $500,000 and above principal amount one-year 15% promissory note

Offering Price: $50,000 Per Unit Minimum Subscription: One Unit

FOR ACCREDITED INVESTORS ONLY

THIS CONFIDENTIAL OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER COMMISSION 

OR REGULATORY AUTHORITY, NOR HAS ANY SUCH COMMISSION, AUTHORITY, OR ATTORNEY 

GENERAL DETERMINED WHETHER IT IS ACCURATE OR COMPLETE OR PASSED UPON OR 

ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS 

UNLAWFUL.

THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK 

FACTORS" BEGINNING ON PAGE 8.

THE SECURITIES OFFERED ARE FOR SALE ONLY TO ACCREDITED INVESTORS (AS DEFINED IN 

“MEMORANDUM SUMMARY – INVESTOR SUITABILITY REQUIREMENTS” ON PAGE 5).

________________________________________________

In the event you decide not to participate in this Offering, please return the entire Confidential 

Offering Memorandum to the principal office of the Company as set forth below:

Fidelis Financial Planning LLC

1615 Forum Place, #500

West Palm Beach, Florida 33401

(561) 623-0913

The date of this Confidential Offering Memorandum is May 1, 2018.

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Confidential Offering Memorandum • Fidelis Financial Planning LLC

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Fidelis Financial Planning LLC

A Delaware Limited Liability Company

$20,000,000 AGGREGATE AMOUNT 9%-15% PROMISSORY NOTES

400 UNITS OFFERED

Class A – $50,000 up to $99,000 principal amount one-year 9% promissory note

Class B – $100,000 up to $199,000 principal amount one-year 10% promissory note

Class C – $200,000 up to $299,000 principal amount one-year 12% promissory note

Class D – $300,000 up to $499,000 principal amount one-year 14% promissory note

Class E – $500,000 and above principal amount one-year 15% promissory note

Offering Price: $50,000 Per Unit Minimum Subscription: One Unit

FOR ACCREDITED INVESTORS ONLY

This Confidential Offering Memorandum (the “Memorandum”) relates to the offer and sale to a 

select group of accredited investors of up to 400 units (the “Units”) of the securities of Fidelis Financial 

Planning LLC (the “Company”) at an offering price of $50,000 per Unit for an aggregate offering price of 

$20,000,000 (the “Offering”). Each Unit will consist of fifty (50) $1,000 principal amount 12-month 9%-15%

promissory notes. Each promissory note is an unsecured debt security with a principal amount face value 

of $1,000 that matures in 12 months with a 9%-15% annualized interest rate, as more fully described in the 

form of promissory note attached hereto in Appendix C (the “Notes”) (see “MEMORANDUM SUMMARY—

Interest” below). The minimum subscription by an investor is one Unit ($50,000 minimum investment).

All of the Units will be sold on a “best-efforts” basis which means that net Offering proceeds will be 

available to the Company upon receipt, acceptance and clearance thereof and that no minimum amount of 

Unit sales will be required in order to complete and close this Offering. There can be no assurance that all 

of the Units offered will be subscribed for.

The minimum subscription by an investor is one Unit, which is a $50,000 investment. The Company 

reserves the right in its sole discretion to sell fractionalized Units and/or Notes, and may also accept 

investments of less than one Unit.

Price Paid by Proceeds to

Investors the Company(1)

Per Unit $ 50,000.00 $ 50,000.00

Maximum Offering $20,000,000.00 $20,000,000.00

(1) Before deducting offering expenses payable by the Company, estimated to be up to $15,000, and, in the event the Company 

elects to retain a qualified placement agent, excluding potential commissions paid to such placement agent in accordance with

federal securities law and the securities law of the various states, including but not limited to the issuance of warrants and/or 

other securities of the Company as part of such commissions, subject to applicable securities laws and this Memorandum.

FIDELIS FINANCIAL PLANNING LLC,

1615 FORUM PLACE, #500

WEST PALM BEACH, FLORIDA 33401

(561) 623-0913

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The Units will be offered and sold on behalf of the Company by certain officers and/or managers of 

the Company. The Company may also utilize the services of selected broker-dealers who are members of 

the Financial Industry Regulatory Authority (“FINRA”) in connection with the offer and sale of the Units.

All of the Units will be sold on a "best efforts " basis up to the 400 Unit maximum. There can be no 

assurance that the maximum number of Units will be sold.

An investment in the Units involves a high degree of risk. Prospective investors in the Units should 

thoroughly consider this Memorandum and certain special considerations concerning the Company 

described herein. See “RISK FACTORS” below. An investment in the Units offered hereby is suitable only 

for, and may be made only by, accredited investors who have no need for liquidity of investment and 

understand and can afford the high financial risks of an investment in the Units, including the potential for 

a complete loss of their investment. There is currently no trading market for any securities of the Company, 

nor is it expected or assured that such market will develop in the foreseeable future.

The Units and underlying securities have not been approved or disapproved by the Securities and 

Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state 

securities commission passed upon the accuracy or adequacy of this Memorandum. Any representation to 

the contrary is a criminal offense.

The Units and underlying securities of the Company are speculative by nature and are intended for 

a limited number of accredited investors. Each prospective investor should carefully review this 

Memorandum and the relevant documents referred to herein before deciding to invest in the Company.

THE MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN 

CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OF FIDELIS 

FINANCIAL PLANNING LLC, A DELAWARE LIMITED LIABILITY COMPANY. DUE TO THE 

CONFIDENTIAL NATURE OF THIS MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT 

INVOLVE SERIOUS LEGAL CONSEQUENCES. CONSEQUENTLY, THIS MEMORANDUM MAY NOT BE 

REPRODUCED IN WHOLE OR IN PART, AND MAY NOT BE DELIVERED TO ANY OTHER PERSON 

(OTHER THAN YOUR FINANCIAL ADVISOR) WITHOUT THE PRIOR WRITTEN CONSENT OF THE 

COMPANY’S MANAGER(S).

[Remainder of Page Intentionally Left Blank]

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Confidential Offering Memorandum • Fidelis Financial Planning LLC

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Table of Contents

GENERAL NOTICES AND REPRESENTATIONS.......................................................................................v

U.S. JURISDICTIONAL (NASAA) LEGENDS...........................................................................................viii

OFFERS AND SALES MADE OUTSIDE THE UNITED STATES WITHOUT REGISTRATION UNDER 

THE U.S. SECURITIES ACT OF 1933.......................................................................................................xiii

FOREIGN JURISDICTIONAL LEGEND ....................................................................................................xiii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS..........................................xiv

ABOUT THIS MEMORANDUM.....................................................................................................................1

MEMORANDUM SUMMARY ........................................................................................................................1

TERMS OF THE OFFERING ........................................................................................................................5

INVESTOR SUITABILITY REQUIREMENTS ...............................................................................................5

PROCEDURE TO PURCHASE SECURITIES..............................................................................................7

THE COMPANY ............................................................................................................................................8

RISK FACTORS ............................................................................................................................................8

BUSINESS AND PROPERTIES .................................................................................................................20

MANAGEMENT...........................................................................................................................................26

EXECUTIVE COMPENSATION ..................................................................................................................27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................................27

OPERATING AGREEMENT........................................................................................................................28

MARKET PRICE OF COMMON EQUITY AND RELATED INTEREST HOLDER MATTERS ..................29

USE OF PROCEEDS ..................................................................................................................................29

DESCRIPTION OF SECURITIES................................................................................................................30

OTHER MATTERS.......................................................................................................................................31

FINANCIAL INFORMATION .......................................................................................................................31

ADDITIONAL INFORMATION ....................................................................................................................32

EXHIBIT A – INVESTOR PRESENTATION

APPENDIX A – SUBSCRIPTION AGREEMENT

APPENDIX B – ACCREDITED INVESTOR QUESTIONNAIRE AND VERIFICATION LETTER

APPENDIX C – FORM OF PROMISSORY NOTE

APPENDIX D – NOTICE OF ACCEPTANCE

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Confidential Offering Memorandum • Fidelis Financial Planning LLC

Page | v

GENERAL NOTICES AND REPRESENTATIONS

This Memorandum is furnished on a confidential basis. This Memorandum constitutes an offer of 

securities only to the person to whom it is specifically delivered for that purpose (“Offeree”), and is provided 

solely for the purpose of evaluating an investment in the Company. By accepting delivery of this 

Memorandum and receiving any other oral or written information provided by the Company in connection 

with the Offering, each Offeree agrees (a) to keep confidential the contents of this Memorandum and such 

other information and not to disclose the same to any third party or otherwise use the same for any purpose 

other than evaluating an investment in the Company, and (b) not to copy, in whole or in part, this 

Memorandum or any other written information provided by the Company in connection herewith. Each 

Offeree further agrees to return this Memorandum and any such written information to Fidelis Financial 

Planning LLC, 1615 Forum Place, #500, West Palm Beach, Florida 33401; attention: Michael C. Furman, 

President, in the event that (i) the Offeree does not subscribe to purchase any Units, (ii) no portion of the 

Offeree's subscription is accepted, or (iii) the Offering is terminated or withdrawn.

To the extent applicable, the Units offered hereby have not been registered under the US federal 

Securities Act of 1933 (the “Securities Act”) or any US state securities laws, in reliance upon exemptions 

therefrom. If applicable, the Units may not be sold, transferred, pledged or otherwise disposed of in the 

absence of registration under the Securities Act and under any applicable US state securities or blue sky 

laws unless pursuant to exemptions therefrom. This Memorandum does not constitute an offer to sell, or a 

solicitation of an offer to buy, any Unitsoffered hereby to any person in any jurisdiction in which it is unlawful 

to make such an offer or solicitation to such person. This Memorandum does not constitute an Offer if the 

prospective investor is not qualified under applicable securities laws.

In determining whether to invest in the Units, each person must rely upon his, her or its own 

examination of the Company and the terms of the Offering made hereby, including the merits and risks 

involved. The Company expects that, prior to the closing for the Offering made hereby, it will afford 

prospective investors in the Units an opportunity to ask questions of representatives of the Company 

concerning the Company and the terms of the Offering and to obtain additional relevant information to the 

extent the Company possesses such information or can obtain it without unreasonable effort or expense.

Except as aforesaid, no person is authorized in connection with the Offering to give any information or make 

any representation not contained in this Memorandum, and, if given or made, such information or 

representation must not be relied upon as having been authorized by the Company. The information 

contained in this Memorandum also supersedes any information concerning the Company or the terms of 

any investment therein provided to any prospective investor prior to the date of this Memorandum.

The Company makes no express or implied representation or warranty as to the attainability of any 

forecasted financial information that may be expressed or implied herein or as to the accuracy or 

completeness of the assumptions from which that forecasted information is derived. It must be recognized 

that the projections of the Company’s future performance are necessarily subject to a high degree of 

uncertainty, that actual results can be expected to vary from the results projected and that such variances 

may be material and adverse. Prospective investors are expected to conduct their own investigation with 

regard to the Company and its prospects. It is expected that each Offeree will pursue his, her or its own 

independent investigation with respect to the forecasted financial information included herein. Prospective 

investors in the Units are not to construe the contents of this Memorandum as legal, business or tax advice.

Each prospective investor in the Units should consult his, her or its own attorney, business advisor and tax 

advisor as to the legal, business, tax and related matters concerning this Offering.

This Memorandum has been prepared solely for the purpose of the proposed offering of the Units.

The Company reserves the right to reject any subscription for the Units, in whole or in part, or to allot less 

than the number or amount of securities as to which any prospective investor in the Units has subscribed. 

Case 9:20-cv-81205-RAR Document 27-3 Entered on FLSD Docket 07/27/2020 Page 6 of 52
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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 US SECURITIES 

AND EXCHANGE COMMISSION OR ANY US 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 U.S. FEDERAL OR STATE SECURITIES LAWS THE SECURITIES PURCHASED 

PURSUANT HERETO, AND THE ISSUANCE OF THE SECURITIES IS BEING UNDERTAKEN 

PURSUANT TO CERTAIN EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT, 

WHICH MAY INCLUDE WITHOUT LIMITATION THE APPLICABLE RULES UNDER REGULATION D 

AND/OR REGULATION S UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, 

OR OTHER DISPOSITION OF ANY OF THE SECURITIES, WHICH ARE PURCHASED PURSUANT 

HERETO, MAY BE RESTRICTED BY APPLICABLE U.S. FEDERAL OR STATE SECURITIES LAWS 

AND/OR THE SECURITIES LAWS OF ONE OR MORE FOREIGN COUNTRIES (DEPENDING ON THE

RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT 

REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE 

MEMORANDUM RELATES 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.

The management of the Company has provided all of the information stated herein. 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.

This Offering is expected to be conducted as an exempt general solicitation offering. 

Notwithstanding the foregoing, no general solicitation or advertising in whatever form will or may be 

employed in this Offering of the securities unless conducted in accordance with and pursuant to the 

applicable “general solicitation” provisions of Rule 506(c) under Regulation D of the Securities Act, as 

amended, and as promulgated pursuant to Section 201(a) of the Jumpstart Our Business Startups Act.

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. This Offering is made subject to withdrawal, cancellation, or modification by the Company 

without notice and solely at the Company’s discretion. 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. 

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By acceptance of this Memorandum, prospective investors recognize and accept the need to 

conduct their own thorough investigation and due diligence before considering a purchase of the Units.

[Remainder of Page Intentionally Left Blank]

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U.S. JURISDICTIONAL (NASAA) LEGENDS

The presence of the following legends 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 is being or may be made in that 

particular state. 

If you are uncertain as to whether or not offers or sales may be lawfully made in your state, you are 

hereby advised to contact the Company. The securities described in this Memorandum have not been 

registered under any state securities laws (commonly called "Blue Sky" 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 Company intends to offer and sell the Units only to accredited investors through the use of 

general solicitation in accordance with the provisions of Rule 506(c) under Regulation D of the Securities 

Act, as promulgated pursuant to Section 201(a) of the Jumpstart Our Business Startups Act of 2012.

NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES MAY BE OFFERED PURSUANT TO 

A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A CONFIDENTIAL OFFERING 

MEMORANDUM 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 MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES MAY BE OFFERED PURSUANT TO 

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF ARIZONA. NEITHER THE 

ARIZONA CORPORATION COMMISSION NOR THE DIRECTOR OF SECURITIES HAVE REVIEWED 

OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM OR OTHER 

SELLING LITERATURE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE 

SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE 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 THE APPLICABLE PROVISIONS OF THE CALIFORNIA CORPORATIONS CODE. 

THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITIONED UPON SUCH 

QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

NOTICE TO CONNECTICUT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE CONNECTICUT UNIFORM SECURITIES ACT AND ARE BEING SOLD IN RELIANCE 

UPON THE APPLICABLE EXEMPTIONS CONTAINED IN SAID ACT. THEY CANNOT BE RESOLD 

UNLESS THEY ARE REGISTERED UNDER SAID ACT OR UNLESS AN EXEMPTION FROM 

REGISTRATION IS AVAILABLE. THESE SECURITIES HAVE NOT BEEN APPROVED OR 

DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT NOR HAS 

THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY 

REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT, YOU ARE 

HEREBY ADVISED THAT THESE SECURITIES MAY BE 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 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. 

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NOTICE TO FLORIDA RESIDENTS ONLY: THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN 

REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION UNDER 

THE FLORIDA SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN MAY ONLY BE SOLD 

TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER THE APPLICABLE 

PROVISIONS OF SAID ACT. THE SECURITIES 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: "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." 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 MEMORANDUM. 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.

NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES MAY BE ISSUED OR SOLD IN 

RELIANCE ON THE APPLICABLE EXEMPTIONS CONTAINED IN THE GEORGIA SECURITIES ACT OF 

1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT 

UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

NOTICE TO ILLINOIS RESIDENTS ONLY: 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 MEMORANDUM. ANY REPRESENTATION 

TO THE CONTRARY IS UNLAWFUL.

NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE INDIANA BLUE SKY LAW AND MAY ONLY BE OFFERED AND SOLD IN RELIANCE UPON 

THE APPLICABLE EXEMPTIONS THEREFROM. THEY CANNOT BE RESOLD OR TRANSFERRED 

UNLESS THEY ARE REGISTERED UNDER THE LAW OR UNLESS AN EXEMPTION FROM 

REGISTRATION IS AVAILABLE.

NOTICE TO KENTUCKY RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR 

DISAPPROVED BY THE COMMISSIONER OF THE DEPARTMENT OF FINANCIAL INSTITUTIONS OF 

KENTUCKY NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF 

THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO MARYLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE MARYLAND SECURITIES ACT AND MAY ONLY BE OFFERED AND SOLD IN RELIANCE 

UPON APPLICABLE EXEMPTIONS CONTAINED IN SAID ACT. THEY CANNOT BE RESOLD OR 

TRANSFERRED UNLESS THEY ARE REGISTERED UNDER SAID ACT OR UNLESS AN EXEMPTION 

FROM REGISTRATION IS AVAILABLE.

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NOTICE TO MASSACHUSETTS RESIDENTS ONLY: (1) THESE SECURITIES HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF 

THIS COMMONWEALTH, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER. THESE 

SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON 

OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 

AMENDED, OR THE SECURITIES ACT OF THIS COMMONWEALTH, IF SUCH REGISTRATION IS 

REQUIRED, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE 

SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF 

THE COMMONWEALTH OF MASSACHUSETTS NOR HAS THE SECURITIES DIVISION PASSED 

UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE 

CONTRARY IS UNLAWFUL. 

NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE MICHIGAN SECURITIES ACT AND, IF OFFERED IN MICHIGAN OR TO RESIDENTS OF 

MICHIGAN, ARE BEING SOLD IN RELIANCE UPON THE APPLICABLE EXEMPTIONS CONTAINED IN 

SUCH ACT. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE 

REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 

NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE MINNESOTA BLUE SKY LAW AND MAY ONLY BE SOLD TO MINNESOTA RESIDENTS 

IN RELIANCE UPON THE APPLICABLE EXEMPTIONS THEREFROM. THEY CANNOT BE RESOLD OR 

TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE LAW OR UNLESS AN EXEMPTION 

FROM REGISTRATION IS AVAILABLE.

NOTICE TO MISSISSIPPI 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 THE MERITS AND RISKS INVOLVED. 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH NOR 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 ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND 

RESALE. INVESTORS SHOULD BE AWARE THAT THEY WOULD BE REQUIRED TO BEAR THE 

FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO MISSOURI RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE MISSOURI SECURITIES ACT, AND IF OFFERED IN MISSOURI OR TO RESIDENTS OF 

MISSOURI, WILL BE SOLD TO, AND ACQUIRED BY, PURCHASERS IN RELIANCE ON AN 

APPLICABLE EXEMPTION THEREFROM. UNLESS THE SECURITIES ARE REGISTERED, THEY MAY 

NOT BE REOFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A 

SECURITY, OR IN A TRANSACTION, EXEMPT UNDER SUCH ACT.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN 

REGISTERED UNDER THE NEW HAMPSHIRE SECURITIES ACT, AND IF OFFERED IN NEW 

HAMPSHIRE OR TO RESIDENTS OF NEW HAMPSHIRE, WILL ONLY BE SOLD TO, AND ACQUIRED 

BY, PURCHASERS IN RELIANCE ON AN APPLICABLE EXEMPTION THEREFROM. UNLESS THE 

SECURITIES ARE REGISTERED, THEY MAY NOT BE REOFFERED FOR SALE OR RESOLD IN THE 

STATE OF NEW HAMPSHIRE, EXCEPT AS A SECURITY, OR IN A TRANSACTION, EXEMPT UNDER 

SUCH ACT.

NOTICE TO NEW JERSEY RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED 

UNDER THE NEW JERSEY UNIFORM SECURITIES LAW, AND IF OFFERED IN NEW JERSEY OR TO 

RESIDENTS OF NEW JERSEY, WILL ONLY BE SOLD TO, AND ACQUIRED BY, PURCHASERS IN 

RELIANCE ON THE APPLICABLE EXEMPTIONS THEREFROM. IF YOU ARE A NEW JERSEY 

RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS 

Case 9:20-cv-81205-RAR Document 27-3 Entered on FLSD Docket 07/27/2020 Page 11 of 52
Confidential Offering Memorandum • Fidelis Financial Planning LLC

Page | xi

MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED 

WITH OR REVIEWED BY THE BUREAU OF SECURITIES OF THE STATE OF NEW JERSEY. THE 

BUREAU OF SECURITIES OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED 

THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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 SECURITIES

OFFERED HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OR OTHERS TO TRADE 

OR MAKE A MARKET IN SUCH SECURITIES. 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.

NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE 

THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL ONLY BE SOLD TO 

AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE 

APPLICABLE PROVISIONS 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. 

NOTICE TO NORTH CAROLINA RESIDENTS ONLY: THESE SECURITIES MAY BE OFFERED 

PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH CAROLINA SECURITIES ACT. THE 

NORTH CAROLINA SECURITIES ADMINISTRATION NEITHER RECOMMENDS NOR ENDORSES THE 

PURCHASE OF ANY SECURITIES, NOR HAS THE ADMINISTRATOR PASSED UPON THE ACCURACY 

OR ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE 

CONTRARY IS A CRIMINAL OFFENSE.

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 

MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER TO 

PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY THE APPLICABLE PROVISIONS OF 

THE PENNSYLVANIA SECURITIES ACT, 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 1972 (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 

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Page | xii

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 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. THE 

SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION 

REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. 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.

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. 

NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HAS NOT 

REVIEWED THE OFFERING OR THIS MEMORANDUM, AND THE SECURITIES HAVE NOT BEEN 

REGISTERED IN RELIANCE UPON APPLICABLE EXEMPTIONS FROM THE REGISTRATION 

REQUIREMENTS CONTAINED IN THE SECURITIES ACT OF WASHINGTON, 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 

AVAILABLE. 

[Remainder of Page Intentionally Left Blank]

Case 9:20-cv-81205-RAR Document 27-3 Entered on FLSD Docket 07/27/2020 Page 13 of 52
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Page | xiii

OFFERS AND SALES MADE OUTSIDE THE UNITED STATES

WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933

Our securities may be offered and sold to purchasers outside the United States in accordance with 

the rules of Regulation S promulgated under the Securities Act and/or such other rules and regulations, as 

may be applicable under the circumstances. Accordingly, the sale, transfer, or other disposition of any of 

our securities, which are purchased pursuant hereto, may be restricted by applicable federal securities laws 

and/or the securities laws of one or more non-U.S. countries (depending on the residency of the investor) 

and by the provisions of the subscription agreement executed by such purchaser.

In the event that Regulation S applies, each distributor selling securities to a distributor, a dealer, 

or a person receiving a selling commission, fee or other remuneration, prior to the expiration of a one-year 

distribution compliance period in the case of equity securities, must send a confirmation or other notice to 

foreign purchasers stating that such purchasers are subject to the same restrictions on offers and sales 

that apply to a distributor.

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.

Attempted compliance with any rule in Regulation S does not act as an exclusive election; the 

Company may also claim the availability of any applicable exemption from the registration requirements of 

the Securities Act. The availability of the Regulation S safe harbor to offers and sales that occur outside of 

the United States will not be affected by the subsequent offer and sale of these securities into the United 

States or to U.S. persons during the distribution compliance period, as long as the subsequent offer and 

sale are made pursuant to registration or an exemption therefrom under the Securities Act.

During the course of the Offering and prior to any sale, each Offeree of the Units 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.

FOREIGN JURISDICTIONAL LEGEND

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 

U.S. 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, 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.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Memorandum and the exhibits attached hereto include "forward-looking statements" within the 

meaning of the Securities Act of 1933. All statements other than statements of historical fact are forwardlooking statements.

Forward-looking statements are subject to certain risks, trends and uncertainties that could cause 

actual results to differ materially from those projected. Among those risks, trends and uncertainties are the 

Company’s ability to raise sufficient working capital to carry out the business plans, the long-term efficacy 

of the business plans, the ability to protect its intellectual property, and general economic conditions. 

Although we believe that in making such forward-looking statements, expectations are based upon 

reasonable assumptions; such statements may be influenced by factors that could cause actual outcomes 

and results to be materially different from those projected. We cannot assure you that the assumptions 

upon which these statements are based will prove to have been correct.

When used in this Memorandum, the words "expect," "anticipate," "intend," "plan," "believe," "seek," 

"estimate" and similar expressions are intended to identify forward-looking statements, although not all 

forward-looking statements contain these identifying words. Because these forward-looking statements 

involve risks and uncertainties, actual results could differ materially from those expressed or implied by 

these forward-looking statements for a number of important reasons, including those discussed under "Risk 

Factors" and elsewhere in this Memorandum.

You should read these statements carefully because they discuss the Company’s expectations 

about its future performance, contain projections of its future operating results or its future financial 

condition, or state other "forward-looking" information. Before you invest in the Units, you should be aware 

that the occurrence of any of the contingent factors described under "Risk Factors" could substantially harm 

the business, results of operations and financial condition. Upon the occurrence of any of these events, you 

could lose all or part of your investment.

We cannot guarantee any future results, levels of activity, performance or achievements. Except 

as required by law, we undertake no obligation to update any of the forward-looking statements in this 

Memorandum after the date of this Memorandum.

[Remainder of Page Intentionally Left Blank]

Case 9:20-cv-81205-RAR Document 27-3 Entered on FLSD Docket 07/27/2020 Page 15 of 52
Confidential Offering Memorandum • Fidelis Financial Planning LLC

Page | 1

ABOUT THIS MEMORANDUM

The terms “the “Company,” “us,” “our” and “we,” as used in this Memorandum, refer to Fidelis 

Financial Planning LLC, a Delaware limited liability company.

You should rely only on the information contained in this Memorandum. The Company has not 

authorized any other person to provide you with different information. If anyone provides you with different 

or inconsistent information, you should not rely on it. The Company is not making an offer to sell these 

securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information 

appearing in this Memorandum is accurate as of the date on the front cover of this Memorandum only. The 

Company’s business, financial condition, results of operations and prospects may have changed since that 

date.

The following term sheet summarizes the basic terms and conditions on which the Company 

proposes to sell the Units to certain accredited investors in an exempt offering, subject to documentation in 

definitive subscription agreements and to completion of all appropriate due diligence investigations. This 

summary is qualified in its entirety by the more detailed information appearing elsewhere in this 

Memorandum and in the documents relating to this transaction, including, without limitation, the Company’s 

articles of organization, limited liability company operating agreement, and the subscription agreement for 

the Units.

MEMORANDUM SUMMARY

The Business: The Company is an early stage company that has been organized to operate as a 

lending company to merchant cash advance businesses, who in turn, provide cash 

advance financing to small and mid-sized businesses in need of working capital as 

an alternative to traditional business loan financing. The Company will accept 

monies from investors who will get a monthly return on investment

The Company: The Company was organized on April 5, 2018, as a Delaware limited liability 

company. The Company has generally been involved in limited activities, including 

organizational activities and fundraising since its formation. Accordingly, we have 

a limited operating history upon which you may evaluate our business and 

prospects. The Company’s headquarters is located at 1615 Forum Place, #500, 

West Palm Beach, Florida 33401; telephone: (561) 623-0913.

The Offering: The Company proposes to sell the Units only to certain accredited investors in an 

exempt, unregistered offering, through general solicitation, subject to 

documentation in definitive subscription agreements and qualifying accredited 

investor questionnaires and verification letters.

Size of Offering: The Company is offering up to 400 units (the “Units”) of its securities at an offering 

price of $50,000 per Unit for an aggregate offering price of $20,000,000 (the 

“Offering”). Each Unit will consist of fifty (50) $1,000 principal amount 12-month 

9%-15% promissory notes. Each promissory note is an unsecured debt security 

with a principal amount face value of $1,000 that matures in 12 months with a 9%-

15% annualized interest rate (the “Notes”), subject to the terms of the Notes as 

more fully described in the form of promissory note attached hereto as Appendix 

C. The minimum subscription by an investor is one Unit ($50,000 minimum 

investment). The Company reserves the right in its sole discretion to sell 

fractionalized Units and/or Notes, and may also accept investments of less than 

one Unit. There is no minimum aggregate amount of subscriptions that is required 

for the initial acceptance of subscriptions and there is no offering escrow.

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Price Per Unit: $50,000 (comprised of fifty $1,000 Notes per Unit)

Maturity Date: Each Note issued will mature 12 months after the date (“Maturity Date”) on which 

the Company executes a notice of acceptance (“Notice of Acceptance”) in 

connection with such issued Note(s). See “Acceptance” below.

Interest: The holders of the Notes will be entitled to receive simple interest at an annualized 

rate of 9%-15% of the principal amount per Note held by each such respective 

investor, payable on a monthly basis whenever funds are legally available and 

when and as declared by the Company. Interest shall accrue from the Date of 

Acceptance (as defined below). The entire principal shall be due and payable to 

the investor no later than the Maturity Date.

We intend to make payments under the Notes as follows:

• Monthly interest payments only.

• Upon Maturity Date, return balance of principal.

Interest on Notes will be computed on the basis of a 360-day year comprised of 

twelve 30-day months. Interest will begin to accrue on the 10th day or 25th day of 

each month depending upon the date on which payment for the Note was received 

by the Company. Applicable return payments will be made on 13th or the 28th of 

each month thereafter, in arrears, as appropriate.

The Company may at any time or from time to time make a voluntary prepayment, 

plus any accrued interest at a prorated rate, whether in full or in part, of the Notes, 

without premium or penalty. No interest shall accrue past the date of a prepayment in full of any such Note.

Security: The Notes will be unsecured debt.

Acceptance: The Notes will begin to accrue interest from the date (“Date of Acceptance”) on 

which the Company executes a notice of acceptance (“Notice of Acceptance”) in 

connection with each such respective investor’s subscription payment. Such 

Notice of Acceptance shall be in a form substantially similar to the form of Notice 

of Acceptance attached hereto as Appendix D. Execution of Notice of Acceptance 

must occur within 30 days of each such respective subscription payment or else 

such subscription payment will be deemed rejected by the Company and 

subsequently returned to the investor.

No Redemption: The Notes may not be redeemed by the holders.

Use of Proceeds: We intend to use the net proceeds from the sale of the Units for making loans to 

merchant cash advance businesses, general and administrative, working capital 

requirements, and other general corporate purposes, with broad discretion by the 

management of the Company (see “USE OF PROCEEDS” below).

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Company

Capitalization: The following table sets forth the consolidated capitalization of the Company as of 

May 1, 2018 and as adjusted to give retroactive effect to the issuance and sale of 

the maximum number of Units offered hereby. See the “DESCRIPTION OF 

SECURITIES” section below.

Securities Authorized

Shares Outstanding 

Prior to Offering

Shares Outstanding After 

Offering, as Adjusted for 

Maximum Subscription

Membership Interests 100 100

Ownership in

The Company: This table sets forth, as of May 1, 2018, the beneficial ownership of the Company’s 

membership interests: (i) by managers and officers of the Company, (ii) by persons 

who own 5% or more of such securities, and (iii) by the managers and officers as 

a group. The total aggregate number of issued and outstanding membership 

interests prior to this Offering is 100. No membership interests are being offered in 

this Offering. 

Membership 

Interests

Percentage Prior to 

Offering

Percentage 

After

Offering

United Fidelis Group LLC** 100 100% 100%

Michael C. Furman* 0 0% 0%

All Managers and Officers as 

a group. 100 100% 100%

* Officer

** Sole Manager

The Manager: The Company’s sole manager is United Fidelis Group LLC (the “Manager”), a 

Florida limited liability company formed on May 13, 2015, and owned and operated 

by Michael C. Furman. See “MANAGEMENT” below.

The Manager(s)

and Voting Rights: The Company is a manager-managed limited liability company. The members of 

the Company, in their capacity as members, have no authority to govern the affairs 

of the Company other than to vote to elect and remove Manager. The Company is 

not offering any membership interests in this Offering, and investors who purchase 

the Units will have no equity interest in the Company and will not be members of 

the Company. Accordingly, investors in this Offering will have no voting or 

governance rights whatsoever, and no ability to elect or remove the Manager.

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Proposed Plan

Of Distribution: The Offering will be conducted by the Company on a best efforts basis through its 

Managers and/or officers, none of whom will be entitled to any commission or other 

special consideration for their selling efforts. The Company may elect, at its 

discretion, to engage the services of a qualified broker-dealer(s) or outside 

salesperson(s) in connection with the Offering, subject to applicable securities 

laws.

Investor Suitability

Requirements: An investment in the Units and the underlying securities involves a high degree of 

risk and is suitable only for accredited investors who have no need for liquidity of 

investment and understand and can afford the high financial risks of such 

investment. It is expected that the Company will accept subscriptions for the Units

only from investors who are “accredited” within the meaning of Regulation D under 

the Securities Act of 1933, as amended. In the case of individuals, persons who 

have had income of $200,000 (or joint income with spouse of $300,000) or more 

during the last two years and the same is reasonably expected for the current year, 

as well as persons with a net worth of $1,000,000, excluding the value of the 

primary residence, are accredited. See “INVESTOR SUITABILITY 

REQUIREMENTS” below.

Subscription

Agreement: The Units investment will be made pursuant to a subscription agreement 

(“Subscription Agreement”) between the Company and each investor, which 

agreement will contain, among other things, certain representations, warranties 

and covenants of the investor.

Risks: See “RISK FACTORS” and the other information included in this Memorandum for 

a discussion of factors you should carefully consider before deciding to invest in 

the Units.

Available

Information: Michael C. Furman, the Company’s President, will be available upon request to 

answer questions concerning the terms of this Offering, to provide any reasonably 

requested information necessary to verify the accuracy of the information 

contained in this Memorandum and to provide such other information reasonably 

requested by prospective investors as they deem necessary for the purposes of 

considering an investment in the Company. Mr. Furman can be reached by 

telephone at (561) 623-0913, or by e-mail at MFurman@UnitedFidelisGroup.com.

[Remainder of Page Intentionally Left Blank]

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TERMS OF THE OFFERING

Offering of Units

The Units are being offered to a limited number of accredited investors who meet the suitability 

requirements set forth below. See “INVESTOR SUITABILITY REQUIREMENTS” below. We are offering 

for sale up to 400 units (the “Units”) of debt securities at an offering price of $50,000 per Unit for an 

aggregate offering price of $20,000,000 (the “Offering”). Each Unit will consist of fifty (50) $1,000 principal 

amount 12-month 9%-15% promissory notes. Each promissory note is an unsecured debt security with a 

principal amount face value of $1,000 that matures in 12 months with a 9%-15% annualized interest rate 

(the “Notes”). The minimum subscription by an investor is one Unit ($50,000 minimum investment). The 

Company reserves the right in its sole discretion to sell fractionalized Units and/or Notes, and may also 

accept investments of less than one Unit.

There is no minimum aggregate amount of subscriptions that is required for the initial acceptance 

of subscriptions and there is no offering escrow. The Offering will commence promptly after the date of this 

Memorandum and will terminate on the earlier of (i) 12 months from the date of this Memorandum, or (ii) 

upon the sale of all 400 Units being offered hereby. The Company reserves the right to terminate or extend 

this Offering at any time without notice as deemed necessary in the sole discretion of the Company’s 

management.

Plan of Distribution

General. The Units will be offered and sold on behalf of the Company by certain managers, officers, 

and/or other employees of the Company.

Units will be issued to investors upon our acceptance of an investor’s subscription. We shall have 

the sole discretion to accept or reject individual subscriptions. Neither our managers, officers, nor 

employees are entitled to compensation for their services in offering and selling the Units.

No Federal Registration. The Units are not being registered for sale as securities under the 

Securities Act of 1933 (the “Securities Act”) in reliance upon all available and applicable exemptions from 

registration under the Securities Act, including, but not limited to, Rule 506(c) of Regulation D (as may be 

amended from time to time) under the Securities Act. 

Method of Subscription. Investors may subscribe to purchase the Units by (a) completing, dating 

and signing the Subscription Agreement accompanying this Memorandum, and (b) delivering the signed 

documents to us (or placement agent, if any) and making payment in accordance with the Subscription 

Agreement accompanying this Memorandum. We reserve the right to accept or reject any subscription in 

whole or in part. If accepted in part, the rejected portion of the investor’s subscription will be refunded to 

the investor (together with accrued interest thereon, if any). No offer and sale of our Units shall be 

considered to have been made until a fully completed set of subscription documents has been received 

and approved by our management.

INVESTOR SUITABILITY REQUIREMENTS

General

An investment in the Company involves risk and is suitable only for persons of adequate financial 

means who do not have liquidity requirements with respect to this investment and who can bear the 

economic risk of investment losses up through a complete loss of the investment made hereby. This offering 

is made in reliance on exemptions from the registration requirements of the Securities Act and applicable 

state securities laws and regulations.

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The suitability standards discussed below represent minimum suitability standards for prospective 

investors. The satisfaction of such standards by a prospective investor does not necessarily mean that our 

securities are a suitable investment for such prospective investor. Prospective investors are encouraged to 

consult their personal financial advisors to determine whether the investment is appropriate.

In the form of a subscription agreement, we will require each investor to represent in writing, among 

other things, that (i) by reason of the investor’s business or financial experience or that of the investor’s 

professional advisor, the investor is capable of evaluating the merits and risks of an investment in the 

Company and of protecting its own interests in connection with the transaction, (ii) the investor is acquiring 

the Units in the Company for its own account, for investment only and not with a view toward the resale or 

distribution thereof, (iii) the investor is aware that neither the Units, nor the underlying securities, have been 

registered under the Securities Act or any state securities laws and that transfer thereof is restricted by the 

Securities Act and applicable state securities laws, (iv) the investor is aware of the absence of a market for 

the Units and underlying securities, and (v) such investor meets the suitability requirements set forth below.

Suitability

Our securities may be sold to an unlimited number of natural persons who have a net worth in 

excess of $1,000,000, excluding value of primary residence; a net income of $200,000 per year; or a net 

income with their spouse of $300,000 per year; or who are otherwise “accredited investors” as defined in 

Regulation D under the Securities Act.

Accredited Investors

To be an accredited investor, an investor must fall within ANY of the following categories at the 

time of the sale of a Unit(s) to that investor:

(1) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the 

time of such person’s purchase of our securities, exceeds $1,000,000, excluding value of primary 

residence; or a natural person who had an individual income in excess of $200,000 in each of the two most 

recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and 

has a reasonable expectation of reaching the same income level in the current year;

(2) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring 

the securities offered hereby, whose purchase is directed by a sophisticated person as described in Rule 

506(b)(2)(ii) of Regulation D;

(3) An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code, a limited 

liability company, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for 

the specific purpose of acquiring the Units, with total assets in excess of $5,000,000;

(4) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or 

other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or 

fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act 

of 1934 (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an 

investment company registered under the Investment Company Act of 1940 or a business development 

company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment 

Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the 

Small Business Investment Act of 1958; a plan established and maintained by a state, its political 

subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its 

employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the 

meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a 

plan fiduciary, as defined in Section 3(21) of the Employee Retirement Income Security Act, which is either 

a bank, savings and loan association, insurance company, or registered investment advisor, or if the 

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employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the investment 

decisions made solely by persons that are accredited investors; 

(5) A private business development company as defined in Section 202(22) of the Investment 

Advisers Act of 1940;

(6) An executive officer or other person otherwise deemed an insider of the Company; and

(7) An entity in which all of the equity owners are accredited investors (as defined above).

As used in this Memorandum, the term “net worth” means the excess of total assets over total 

liabilities, excluding value of primary residence. In determining income, an investor should add to the 

investor’s adjusted gross income any amounts attributable to tax exempt income received, losses claimed 

as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or 

KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains 

has been reduced in arriving at adjusted gross income.

In order to meet the conditions for exemption from the registration requirements under the securities 

laws of certain jurisdictions, investors who are residents of such jurisdictions may be required to meet 

additional suitability requirements.

PROCEDURE TO PURCHASE SECURITIES

The suitability standards discussed under “INVESTOR SUITABILITY REQUIREMENTS” above 

represent minimum suitability standards for prospective investors. Each prospective investor, together with 

his, her or its investment, tax, legal, accounting and other advisors, should determine whether this 

investment is appropriate for such investor.

Each investor who wishes to subscribe for Units must provide the Company with the following 

documents:

(1) A completed and executed Subscription Agreement and Accredited Investor Questionnaire and 

Verification Letter (which accompany this Memorandum); and

(2) A check for the full purchase price of the securities for which the investor subscribes, payable 

to "Fidelis Financial Planning LLC" or a wire transfer to the Company’s bank account. Checks should be 

mailed to the Company at the following address: Fidelis Financial Planning LLC, 1615 Forum Place, #500, 

West Palm Beach, Florida 33401.

To wire funds to the Company, use the following wire transfer instructions:

Bank: Wells Fargo, N.A.

420 Montgomery St.

San Francisco, CA 94104

Name on Account: Fidelis Financial Planning, LLC

Checking Account: 9812862432

Routing #: (RTN/ABA) 121000248

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THE COMPANY

The Company is an early-stage, manager-managed, Delaware limited liability company organized 

on April 5, 2018. The Company’s principal business address is located at 1615 Forum Place, #500, West 

Palm Beach, Florida 33401. The Company’s telephone number is (561) 623-0913. The Company is 

managed by United Fidelis Group LLC, which is owned and operated by Michael C. Furman, who also 

serves as the Company’s President. See “MANAGEMENT” below.

The Company was formed to operate as a lending company to merchant cash advance businesses, 

who in turn, provide cash advance financing to small and mid-sized businesses in need of working capital 

as an alternative to traditional business loan financing.

RISK FACTORS

An investment in the Company’s securities involves substantial risk. Prospective investors 

should consider carefully the factors referred to below as well as others associated with their 

investment. In addition, this Memorandum contains forward-looking statements regarding future 

events and the future financial performance of the Company that involve significant risks and 

uncertainties. Investors are cautioned that such statements are predictions and beliefs of the 

Company, and the Company's actual results may differ materially from those discussed herein. The 

discussion below includes some of the material risk factors that could cause future results to differ 

from those described or implied in the forward-looking statements and other information appearing 

elsewhere in this Memorandum. If any of the following risks, or any additional risks and 

uncertainties not listed below and not presently known to us, actually occur, our business could be 

harmed or fail. In such case, you may lose all or part of your investment.

The following risk factors, in addition to those discussed elsewhere in this Memorandum, should 

be carefully considered when evaluating the Company as an investment opportunity.

General Risks Associated with an Early Stage Company

We have a limited operating history upon which you may evaluate us. The Company was 

formed on March 15, 2018 as a Delaware limited liability company. The Company has a limited operating 

history upon which you may evaluate our business and prospects. We have already begun limited 

operations and are generating revenues. See “FINANCIAL INFORMATION” below. Our business and 

prospects must be considered in light of the risk, expense, and difficulties frequently encountered by 

companies in early stages of development, particularly companies in highly competitive and evolving 

markets. If we are unable to effectively allocate our resources, generate sales or obtain and grow our 

customer base, our business operating results and financial condition would be adversely affected and we 

may be unable to execute our business plan, and our business could fail.

Our success is dependent on our management and key personnel. We believe that our 

success will depend on the continued expertise of Michael C. Furman, the Company’s President, who is 

also the owner and operator of the Company’s sole Manager, United Fidelis Group LLC. Moreover, there 

could be adverse consequences to the Company in the event that any of our senior management ceases 

to be available to the Company. The success of the Company is therefore expected to be significantly 

dependent upon the expertise and efforts of these individuals. Our success may also depend on the 

assistance of advisors. If any of our senior management, or any of our advisors, if any, were unable or 

unwilling to continue in their positions, our business and operations could be disrupted or fail.

Management has broad discretion as to the 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 stakeholders in order to address changed 

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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 Units offered hereby will be entrusting their 

funds to the Company’s management, upon whose judgment and discretion the investors must depend.

Management has voting control of the Company. The Company is a manager-managed limited 

liability company. The members of the Company, in their capacity as members, have no authority to govern 

the affairs of the Company, and only limited voting rights to elect and remove the Manager in accordance 

with the provisions of the Company’s Operating Agreement. The Manager of the Company is already in 

place, and he presently holds all of the membership securities in the Company and expects to continue to 

hold such interests after the Offering. Investors in this Offering are not being offered membership interests 

and accordingly are not members of the Company and have no governance or voting authority or rights. 

Actual results of operations will vary from the Company’s projections. Management has 

prepared projections regarding the Company’s anticipated financial performance. The Company’s

projections are hypothetical and based upon a presumed financial performance of the Company’s business 

and other factors influencing our business. 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 any independent accountants. Any projected financial results prepared by or on behalf of the 

Company have not been independently reviewed, analyzed, or otherwise passed upon. Such “forwardlooking” statements are based on various assumptions, which assumptions may prove to be incorrect. Such 

assumptions include but are not limited to (i) anticipated demand for our services, (ii) anticipated costs 

associated with sales and marketing, and (iii) anticipated procurement and retention of a customer base.

Some assumptions upon which the projections are based, however, invariably will not materialize due the 

inevitable occurrence of unanticipated events and circumstances beyond our 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 of additional competitors into our target market, the terms and conditions of 

future capitalization, and other risks inherent to our business. Accordingly, there can be no assurance that 

such projections, assumptions, and statements will accurately predict future events or actual performance.

Any projections of cash flow should be considered speculative and are qualified in their entirety by the 

assumptions, information and risks disclosed in this Memorandum. Investors are advised to consult with 

their own independent tax and business advisors concerning the validity and reasonableness of the factual, 

accounting and tax assumptions. No representations or warranties whatsoever are made by the Company, 

its affiliates or any other person or entity as to the future profitability of the Company or the results of making 

an investment in the Units.

We may not effectively manage growth. The anticipated growth of the Company’s business will 

result in a corresponding growth in the demands on the Company’s management and its operating 

infrastructure and internal controls. While we are planning for managed growth, any future growth may 

strain management resources and operational, financial, human and management information systems, 

which may not be adequate to support the Company’s operations and will require the Company to develop 

further management systems and procedures. There can be no guarantee that the Company will be able 

to develop such systems or procedures effectively on a timely basis. The failure to do so could have a 

material adverse effect upon the Company’s business, operating results and financial condition.

Our efficiency may be limited while our current employees and future employees are being 

integrated into our operations. In addition, we may be unable to find and hire additional qualified 

management and professional personnel to help lead us. There is intense competition for qualified 

personnel in the area of the Company’s activities, and there can be no assurance that the Company will be 

able to attract and retain qualified personnel necessary for the development of our business.

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In addition, there is a risk of a conflict of interest between the interests of our management and key 

technical personnel, and the interests of the Company, as well as their interests in other potential unrelated 

activities. If such conflicts arise, this could have a material adverse impact on the Company’s business.

The Company may not be able to compete effectively with competitors. The Company will 

compete with other companies that lend to small and mid-sized businesses. These companies include

traditional banks, merchant cash advance providers, and newer, technology-enabled lenders. In addition,

other technology companies that primarily lend to individual consumers have already begun to focus, or

may focus in the future, their efforts on funding merchant cash advance businesses. In some cases,

competitors focus their marketing on the Company's industry sectors and seek to increase funding

merchant cash advance businesses and other financial relationships with specific industries such as 

restaurants. In other cases, some competitors may offer a broader range of financial products to the 

Company's clients,and some competitors may offer a specialized set of specific products or services. Many, 

if not all, of these competitors have greater brand recognition, and greater financial, marketing, and other 

resources than the Company, and may be able to attract customers more effectively. Consequently, such 

competitors may be in a better position than the Company to take advantage of customer acquisition and 

business opportunities and devote greater resources to marketing and sale of their product offerings.

When new competitors seek to enter one of the Company's markets, or when existing market 

participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms

prevalent in that market, which could adversely affect the Company's market share or ability to exploit new 

market opportunities. In the future, the Company's pricing and credit terms could deteriorate if it acts to 

meet these competitive challenges, which could adversely affect business, results of operations, financial 

condition and future growth. There cannot be any certainty that the Company will be able to compete 

successfully.

Increased IT security threats and more sophisticated and targeted computer crime could 

pose a risk to our systems, networks, products, solutions and services. Increased global IT security 

threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and 

networks and the confidentiality, availability and integrity of our data. While we intend to mitigate these risks 

by employing a number of measures, including employee training, comprehensive monitoring of our 

networks and systems, and maintenance of backup and protective systems, our systems, networks, 

products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending 

on their nature and scope, such threats could potentially lead to the compromising of confidential 

information, improper use of our systems and networks, manipulation and destruction of data, downtimes 

and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results 

of operations.

There may be unanticipated obstacles to the execution of the Company’s business plan.

The Company’sbusiness plans may change significantly. Our business plan is capital intensive. We believe

that our chosen activities and strategies are achievable in light of current economic and legal conditions 

with the skills, background, and knowledge of our principals and advisors. Our management reserves the 

right to make significant modifications to its stated strategies depending on future events.

Our business plan is unproven. Although the cash advance and alternative lending industry has 

generally moved in the direction of adoption by the broad small business market over the past five to ten 

years, the success of our business depends on the continuation of the trend toward utilizing cash advance

financing as a viable alternative to standard business loans for the small businesses. Our target market 

may not fully embrace our services and our business objectives may fail to materialize as projected and 

our business may fail. Accordingly, investors could face a total or partial loss of their investment.

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General Risks Associated with our Business

We may be unable to recognize or act upon an operational or financial problem with a debtor

in a timely fashion so as to prevent a credit loss of loans made to that debtor. Our debtors may 

experience operational or financial problems that, if not timely addressed by us, could result in a substantial 

impairment or loss of the value of our loans, and the collateral underlying our purchases or loans. We may 

fail to identify problems because a debtor did not report them in a timely manner or, even if the debtor did 

report the problem, we may fail to address it quickly enough or at all. As a result, we could suffer credit 

losses, which could have a material adverse effect on our revenues, net income and results of operations.

The loans we hold may decline in value. As with any investment, there is a risk that the value of 

the loans we hold may fall. The performance of these loans is subject to numerous factors which are neither 

within the control of nor predictable by us. These factors include a wide range of economic, political, 

competitive and other conditions (including catastrophic events such as acts of war or terrorism), which 

may affect investments. In recent years, the financial markets have become increasingly volatile, which 

may adversely affect our ability to collect on the receivables we purchase by impacting account debtors. As 

a result of the nature of our business activity, which is based on making loans, it is possible that our financial 

performance may fluctuate substantially from period to period.

We may be affected by changes in interest rates. Our loans are fixed interest-based and are 

therefore subject to interest rate risk. Should interest rates rise significantly, we would need to re-negotiate 

our rates, and there are no assurances that we will be able to increase our rates without losing debtors. 

There is also the general risk that interest rate changes may affect debtors and account debtors negatively, 

thereby impacting our ability to collect on our loans.

The value of our portfolio is subject to credit and financing risks. There are two components 

to financing risk. The first component is the impact on our portfolio resulting from changes in the cost of 

financing. The portfolio may be adversely affected by an increase in funding costs. The second component

is lender risk or the risk that credit conditions or lender terms change, causing a credit squeeze. To the 

extent we utilize outside financing, a sudden, significant change in financing terms may adversely impact 

the value of our portfolio.

The value of our portfolio is subject to risks from unanticipated events. Event risk is the risk 

of an unexpected event that adversely shifts market valuations. For example, a sudden decline in a debtor’s 

business or the default by a major debtor on its debt could have sudden, unexpected negative impact on 

our portfolio. While it is impossible to predict such occurrences or their exact effect, we believe that 

maintaining some degree of portfolio diversification may provide some offset to the negative impact of such 

an event.

The value of our portfolio is subject to risks from inflation. Because our loans are generally 

short term in nature, we usually are not concerned about the impact of inflation. However, inflation is a 

general risk that may affect our debtors thereby impacting our ability to collect on our loans. 

Our portfolio has very limited liquidity. Loans that we make will be illiquid. If a loan becomes 

uncollectible, we could have difficulty unwinding our position at a desirable price. We might suffer significant 

losses if forced to unwind an illiquid investment or loan as a result of changing market conditions or as a 

result of other factors.

We may be adversely affected by defaults or bankruptcies of third parties. We engage in 

transactions in loans that involve third parties (merchant cash advance debtors), the companies who are 

the debtors under the loan transactions we enter into. Under certain conditions, we could suffer losses if a 

third-party debtor to a transaction were to default even though we can look to our debtors if they do not pay 

for any reason. Despite our ability to look to our debtors for payment, we may be unable to collect from our 

debtors for any number of reasons beyond our control, including financial distress of our debtors.

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General economic conditions may have a significant impact on our performance. Our 

financial performance is subject to factors such as business confidence, inflation, interest rates, money 

supply, growth prospects, and increased labor and employee costs. Delinquencies and credit losses 

generally increase during economic slowdowns and recessions. Because we fund primarily small to 

medium sized businesses, many of our debtors may be particularly susceptible to economic slowdowns or 

recessions that could impair a debtor’s cash flow or lead to other events, such as bankruptcy, which could 

limit our ability to collect on the loans we make to debtors. Unfavorable economic conditions could also 

increase our funding costs, limit our access to capital or result in a decision by our lenders not to extend 

credit to us. Any substantial deterioration in general economic conditions in the United States could have a 

material adverse effect on our financial condition and results of operations.

Our profitability is dependent on the cost of capital. Our profitability is dependent on our ability 

to offer loans at competitive prices. Various factors beyond our control may affect our cost of capital. While 

we have been able to anticipate and react to changing costs to date through our financing practices, capital 

structure, and price adjustments, there can be no assurance that we will be able to do so in the future.

We may have a high concentration of loans to businesses in a few industries. While we intend 

to maintain certain diversification requirements and allocate our capital among a number of different 

industries, it is nevertheless possible that a large portion of our capital may be loaned to one or a small 

number of debtors. The concentration of our portfolio in any one debtor, industry, or strategy would subject 

us to a greater degree of risk with respect to the failure of one or a few debtors or with respect to economic 

downturns in relation to such industry. 

The use of leverage may increase our risk of loss. We intend to use leverage, which includes 

the use of borrowed funds. While such strategies and techniques increase the opportunity to achieve higher 

returns on the amounts invested, they also increase the risk of loss. To the extent we make loans with 

borrowed funds, our net assets will tend to increase or decrease at a greater rate than if borrowed funds 

are not used. If the interest expense on borrowings were to exceed the net return on the portfolio of loans

with borrowed funds, our use of leverage would result in a lower rate of return than if we were not leveraged. 

The use of leverage, while providing the opportunity for a higher return on loans, also increases 

the volatility of such loans and the risk of loss. Investors should be aware that a lending program utilizing 

leverage is inherently more speculative, with a greater potential for losses, than a program that does not 

utilize leverage.

We are not registered with any governmental or regulatory body. The Company is not 

registered with, or subject to the supervision of, any governmental or regulatory body. Consequently, 

investors will not benefit from some of the protections afforded by such registration, including oversight by 

the SEC, FDIC or any other regulatory authority.

We may incur liability under state usury laws or other state laws and regulations if any of 

our funding arrangements are deemed to exceed interest rate limits. Various state laws and 

regulations limit the interest rates, fees and other charges lenders are allowed to charge their borrowers. 

Such laws and regulations limit the interest rates, fees and other charges we are able to charge our debtors

and if any such transactions are deemed to exceed any interest rate limits that may apply at the time, then 

we may become subject to penalties under such state laws and regulations. This could have a material 

adverse effect on our business, financial condition, liquidity and results of operations. 

We may not have all of the material information relating to a potential debtor at the time that 

we make a credit decision with respect to that potential debtor or at the time we advance funds to 

the debtor. There is generally a limited amount of information that is publicly available about the privatelyowned companies to which we make loans. We attempt to obtain information from data filed by our debtors

with governmental agencies or third parties. However, we must rely on our debtors and the due diligence 

efforts of our employees to obtain the information that we consider when making our credit decisions. To 

some extent, our employees depend and rely upon the management of these companies to provide full and

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accurate disclosure of material information concerning their business, financial condition and prospects. If 

we do not have access to all of the material information about a particular debtor’s business, financial 

condition and prospects, or if a debtor’s accounting records are poorly maintained or organized, we may 

not make a fully informed credit decision which may lead, ultimately, to a failure or inability to collect on our 

loans in their entirety.

Risks Associated with the Cash Advance Business

The Company's business involves lending funds to merchant cash advance businesses. 

Accordingly, such businesses have historically been, and may in the future remain, more likely to be 

affected or more severely affected than large enterprises by adverse economic conditions. These conditions 

may result in adecline in the demand for merchant cash advance businesses by potential customers, higher 

default rates by future customers, or slower rates of receiving cash advance income from third-party 

debtors. If any merchant cash advance businesses’ future receivables are lower than the Company 

projected, collection of the merchant cash advance businesses’ income will take longer than projected, 

which could result in a loss of income to the Company.

The Company will also bear a loss of income if the customer fails to generate future business 

sufficient to deliver the total amount of cash advance income the merchant cash advance businesses 

expect. If a customer defaults on a cash advance, the cash advance enters a collections process where 

systems and collections teams initiate contact with the customer for payments owed. If a cash advance 

contract is subsequently charged off, the merchant cash advance business will generally sell the contract 

to a third-party collection agency and receive only a small fraction of the remaining amount payable to that 

merchant cash advance business in exchange for the sale. There can be no assurance that economic 

conditions, demand for cash advances, or default rates by customers will remain favorable for the merchant 

cash advance businesses, which will ultimately affect the Company’s business. Reduced demand for cash 

advances would negatively impact merchant cash advance businesses growth and revenue, while 

increased default rates by cash advance customers may inhibit merchant cash advance businesses’ access 

to capital and negatively impact profitability. Furthermore, if an insufficient number of qualified small 

businesses apply for the cash advances, merchant cash advance businesses and the Company’s growth 

and revenue could decline.

The Company's business may be adversely affected by disruptions in the credit markets, 

including reduced access to credit. The Company is reliant on debtor’s ability to access credit. Merchant 

cash advance businesses depend, at least in part, on debt facilities and other forms of debt in order to 

finance a portion, if not all, of the cash advances they make to their customers. However, merchant cash 

advance businesses cannot guarantee that these financing sources will continue to be available beyond 

the current maturity date of each debt facility, on reasonable terms, or at all. As the volume of cash 

advances made by the merchant cash advance businesses increases, it may become necessary to expand 

their borrowing capacity on existing debt facilities and other debt arrangements or the addition of new 

sources of capital. The availability of these financing sources depends on many factors, some of which are 

outside of merchant cash advance businesses’ and therefore the Company’s control. Merchant cash 

advance businesses may also experience the occurrence of events of default or breaches of financial or 

performance covenants under its debt agreements, which could reduce or terminate its access to

institutional funding.

If customers provide information to merchant cash advance businesses that is incorrect or 

fraudulent, merchant cash advance businesses may misjudge a customer's qualification to receive 

a cash advance and as a result, their operating results as well as ours may be harmed. Merchant 

cash advance businesses’ decisions are based partly on information provided by their applicants. To the 

extent that these applicants provide information in a manner that merchant cash advance businesses are

unable to verify, it may not be able to accurately determine the associated risk. Inaccurate analysis of credit 

data that could result from false cash advance application information could harm various merchant cash 

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advance businesses’ reputation, business and operating results. This would have a knock-on affect on the 

Company’s own ability to conduct business operations.

While merchant cash advance businesses intend to use identity and fraud checks analyzing data 

provided by external databases to authenticate each customer's identity, there is a risk that these checks 

could fail, and fraud may occur. Merchant cash advance businesses may not be able to recoup funds 

underlying cash advances made in connection with inaccurate statements, omissions of fact or fraud, in 

which case its revenue, operating results and profitability will be harmed. Fraudulent activity or significant 

increases in fraudulent activity could also lead to regulatory intervention, negatively impact operating 

results, brand and reputation, and require merchant cash advance businesses to take steps to reduce fraud 

risk, which could increase their costs. This may, in turn, put the Company at greater risk to recoup loans 

made to such merchant cash advance businesses.

Inability to effectively forecast loss rates may negatively impact operating results. In making 

a decision whether to enter into a cash advance agreement with prospective customers, merchant cash 

advance businesses rely on a evaluation process. If this system fails to adequately predict the projected

income of potential customers, or if any information pertaining to the prospective customer is false,

inaccurate, or incomplete, and the system fails to detect such falsities, inaccuracies, or incompleteness, or 

any or all of the other components of the decision process described herein fails, the merchant cash 

advance businesses may experience higher than forecasted losses which may result in the Company’s 

own inability to recoup loans made to those merchant cash advance businesses.

The Company's risk management efforts may not be effective. The Company could incur

substantial losses and its business operations could be disrupted if we are unable to effectively identify, 

manage, monitor and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other 

market-related risk, as well as operational risks related to our business, assets and liabilities. A failure on 

the Company's or the Manager’s part to accurately identify the creditworthiness and potential risks of 

potential customers could result in higher risk than anticipated. The Company's risk management policies, 

procedures, and techniques may not be sufficient to identify all of the risks it is exposed to, mitigate the 

risks that it has identified or identify concentrations of risk or additional risks to which it may become subject 

in the future.

Allowance for losses are determined based upon both objective and subjective factors and 

may not be adequate to absorb losses. Customers may fail to deliver cash advance income in full.

Merchant cash advance businesses maintain a reserve for such losses by establishing an allowance for 

losses, the increase of which results in a charge to its earnings as a provision for losses. We have 

established an evaluation process designed to determine the adequacy of those allowances for losses.

While this evaluation process will use historical and other objective information, the forecasts and

establishment of losses are also dependent on our subjective assessment based upon our experience and 

judgment. Actual losses are difficult to forecast, especially if such losses stem from factors beyond historical 

experience. As a result, there can be no assurance that the merchant cash advance businesses’ allowance 

for losses will be comparable to that of traditional banks subject to regulatory oversight or sufficient to 

absorb losses or prevent a material adverse effect on business, financial condition, and results of 

operations.

An increase in customer default rates may reduce overall profitability. Customer default rates 

may be significantly affected by economic downturns or general economic conditions beyond our control 

and beyond the control of individual customers. In particular, loss rates on cash advances may increase

due to factors such as prevailing interest and rates, the rate of unemployment, the level of consumer and 

business confidence, commercial real estate values, the value of the U.S. dollar, energy prices, changes in 

consumer and business spending, the number of personal bankruptcies, disruptions in the credit markets 

and other factors. If customer default rates increase beyond forecast levels, this will harm merchant cash 

advance businesses reputation, operating results, and profitability, which will ultimately affect the 

Company’s own business operations and investors may lose all or part of their investment.

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Investors have risks from inflation and from deflation. As a result of inflation, there has been a 

history of increasing taxes, energy and labor costs, and other operating and capital expenses. If the 

revenues generated by operations are not sufficient to pay fixed obligations, merchant cash advance 

businesses may attempt to increase rates on cash advance income in addition to attempting to reduce 

operating expenses. However, competition may preclude such increases. On the other hand, deflation is 

likely to cause rates to decrease faster than expenses decrease. Inflation or deflation could have a material 

adverse effect on merchant cash advance businesses and the Company's business, results of operations,

and financial condition.

Capital expenditures may be greater than predicted. Capital expenditures are difficult to predict.

There can be no assurance that any working capital reserve or other funds available will be sufficient to 

meet substantial capital expenditure requirements that might occur from time to time. Both anticipated and 

unanticipated expenditures may decrease the funds available to make loans to merchant cash advance 

businesses, pay expenses, and make distributions.

Determination by a legislative or judicial body that a cash advance is a loan, rather than a 

sale, will adversely affect the merchant cash advance business and Company's business. Currently, 

the merchant cash advance business structures its cash advances as sales, rather than loans. This allows 

merchant cash advance businesses to avoid applying for and complying with a commercial lending license.

Additionally, state usury laws are often, if not always, inapplicable. However, if a legislative or judicial body 

determines that the merchant cash advances are loans, the merchant cash advance business could be 

found to be in violation of state and federal lending regulations. A material failure to comply with any such 

laws or regulations could result in regulatory actions, lawsuits, and damage to the merchant cash advance 

business reputation, which could have a material adverse effect on its business and financial condition.

A proceeding relating to one or more allegations or findings of the merchant cash advance business

violation of such laws could result in modifications in its methods of doing business or could impair its ability 

to collect cash advance income or could result in the requirement that merchant cash advance businesses

pay damages and/or cancel the balance of cash advance income associated with such violation. The 

Company cannot assure you that such claims will not be asserted against merchant cash advance 

businesses in the future.

New regulations could affect the Company's operating results. As a new and growing industry, 

the cash advance business is subject to potential future regulation. Such regulations could negatively affect 

the merchant cash advance businesses’ profitability and operating results, requiring it to change the way it

makes transactions with customers. Future regulations could affect many aspects of the merchant cash 

advance business including, but not limited to, the rates at which the merchant cash advance businesses

receive its cash advance income, the method of collecting the cash advance income, licensingand reporting 

requirements, the amount of money merchant cash advance businesses can advance, and qualifications 

for customers to receive a cash advance. The Company cannot assure investors that such cash advance 

regulations will not materially affect its business.

Merchant cash advance businesses may be unable to collect cash advance income on the 

cash advances made to customers. Our debtors will rely on unaffiliated banks and service providers for 

the Automated Clearing House (“ACH”) transaction process used to disburse the proceeds of newly 

originated advances to its customers and to automatically collect scheduled payments on the advances. 

Because merchant cash advance businesses are not a bank, they do not have the ability to directly access 

the ACH payment network and must therefore rely on an FDIC-insured depository institution to process the

transactions, including daily payments. Although merchant cash advance businesses build redundancies

between these banks and service providers, if they cannot continue to obtain such services from its thencurrent institutions or elsewhere, or if merchant cash advance businesses cannot transition to another 

processor quickly, their ability to process payments will suffer. If the merchant cash advance businesses

fail to adequately collect cash advance income as a result of the loss of direct debiting or otherwise, then 

payments to those merchant cash advance businesses may be delayed or reduced and its revenue and 

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operating results will be harmed. This will have a direct impact on the Company’s own ability to retrieve 

loans made to merchant cash advance businesses

Failure to continue to innovate and respond to evolving technological changes may reduce 

demand for cash advances. The cash advance industry is characterized by rapidly evolving technology 

and frequent product introductions. Merchant cash advance businesses rely on technology to make its 

platform available to customers, determine the creditworthiness of cash advance applicants, and service 

the cash advances it makes to customers. In addition, merchant cash advance businesses may increasingly 

rely on technological innovation as it introduces new products, expands its current products into new 

markets, and continues to streamline the cash advance process. The process of developing new 

technologies and products is complexand if merchant cash advance businesses are unable to successfully 

innovate and deliver a superior customer experience, customers' demand for the merchant cash advances 

may decrease and the merchant cash advance business and ultimately the Company’s growth and 

operations may be harmed. 

The Company and merchant cash advance business is subject to the risks of earthquakes, 

fire, power outages, flood, and other catastrophic events, and to interruption by man-made 

problems such as terrorism. Events beyond the Company and/or Manager’s control may damage 

merchant cash advance businesses’ ability to accept its customers' applications, issue cash advances, 

maintain its platform or perform its servicing obligations. In addition, these catastrophic events may 

negatively affect customers' demand for merchant cash advances and/or ability to take credit card

payments in order to deliver merchants cash advance income. Such events include, but are not limited to, 

power outages, fires, earthquakes, terrorist attacks, natural disasters, computer viruses, and 

telecommunications failures. Despite any precautions taken, system interruptions and delays could occur 

if there is a natural disaster, if a third-party provider closes a facility we use without adequate notice for 

financial or other reasons, or if there are other unanticipated problems at the merchant cash advance 

businesses’ leased facilities. As merchant cash advance businesses rely heavily on their servers, computer 

and communications systems and the Internet to conduct business and provide high-quality customer 

service, such disruptions could harm the merchant cash advance businesses ability to run its business and

cause lengthy delays which could harm the its business, results of operations, and financial condition. The 

merchant cash advance business interruption insurance may not be sufficient to compensate it for losses 

that may result from interruptions in its service as a result of system failures. A system outage or data loss 

could harm the merchant cash advance businesses, financial condition, and results of operations.

The processing, storage, use and disclosure of personal data could give rise to liabilities as 

a result of governmental regulation, conflicting legal requirements or differing views of personal 

privacy rights. In the processing of consumer transactions, merchant cash advance businesses may 

receive, transmit and store personally identifiable information and other user data. There are federal, state 

and international laws regarding privacy and the storage, sharing, use, disclosure and protection of 

personally identifiable information and user data. Specifically, personally identifiable information is 

increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of 

which is to protect the privacy of personal information that is collected, processed and transmitted in or from 

the governing jurisdiction. Merchant cash advance businesses and the Company could be adversely 

affected if legislation or regulations are expanded to require changes in business practices or privacy 

policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that 

negatively affect the merchant cash advance business, financial condition and results of operations.

The merchant cash advance business may also become exposed to potential liabilities as a result 

of differing views on the privacy of the consumer and other user data collected by us. Merchant cash 

advance businesses’ failure or the failure of the various third-party vendors and service providers with which 

merchant cash advance businesses may do business to comply with applicable privacy policies or federal, 

state or similar international laws and regulations or any compromise of security that results in the 

unauthorized release of personally identifiable information or other user data could damage merchant cash 

advance businesses’ reputation, discourage potential attendees and sponsors at the Amphitheater from 

trying their products and services, and/or result in fines and/or proceedings by governmental agencies 

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and/or consumers, one or all of which could adversely affect the merchant cash advance business and 

Company’s, financial condition and results of operations.

We may fail to adequately protect our intellectual property rights or may be accused of 

infringing upon intellectual property rights of third parties. We may fail to adequately protect our 

intellectual property rights or may be accused of infringing upon intellectual property rights of third parties.

We regard our intellectual property rights, including patents, service marks, trademarks and domain names, 

copyrights, trade secrets and similar intellectual property (as applicable) as critical to our success. We may

also rely upon software codes, informational databases and other components that make up our services.

We expect to rely on a combination of laws and contractual restrictions with employees, customers, 

suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, 

it may be possible for a third party to copy or otherwise obtain and use trade secrets or copyrighted 

intellectual property without authorization which, if discovered, might require legal action to correct. In 

addition, third parties may independently and lawfully develop substantially similar intellectual properties.

We expect to generally register and continue to apply to register, or secure by contract when 

appropriate, our trademarks and service marks as they are developed and used, and reserve and register 

domain names as we deem appropriate. We consider the protection of our trademarks to be important for 

purposes of brand maintenance and reputation. While we expect to vigorously protect our trademarks, 

service marks and domain names, effective trademark protection may not be available, and contractual 

disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain 

name may be available or be registered, even if available. Our failure to protect our intellectual property 

rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand 

names and limit our ability to control marketing on or through the internet using our domain names or 

otherwise, which could adversely affect our business, financial condition and results of operations.

We will consider applying for patents or for other appropriate statutory protection if and when we 

develop valuable new or improved proprietary technologies or identify inventions and will continue to 

consider the appropriateness of filing for patents to protect any proprietary technologies and inventions as 

circumstances may warrant. The status of any patent involves complex legal and factual questions, and the 

breadth of claims allowed is uncertain. Accordingly, any patent application filed may not result in a patent 

being issued or existing or future patents may not be adjudicated valid by a court or be afforded adequate 

protection against competitors with similar technology. In addition, third parties may create new products 

or methods that achieve similar results without infringing upon patents that we own. Likewise, the issuance 

of a patent to us does not mean that its processes or inventions will not be found to infringe upon patents 

or other rights previously issued to third parties.

From time to time, litigation may be necessary to enforce our intellectual property rights, protect 

trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of 

this nature, regardless of outcome or merit, could result in substantial costs and diversion of management 

and technical resources, any of which could adversely affect our business, financial condition and results 

of operations. Patent litigation tends to be particularly protracted and expensive.

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Risks Associated with an Investment in Securities

Best efforts offering. This Offering is being made on a “best efforts” basis with no minimum 

number of Units required to be sold. As subscriptions are accepted (and any required rescission periods 

expire), the subscription funds will be available for use by the Company immediately for its intended use of 

proceeds. Subscriptions are irrevocable (after expiration of any rescission period) and subscribers will not 

have the opportunity to have their funds returned notwithstanding any future lack of success in recruiting 

other investors. Accordingly, initial subscribers will necessarily have a greater degree of risk. The Company 

has not engaged the services of a placement agent or underwriter with respect to the Offering, and will offer 

the Units through its managers and executive officers at its discretion. Nevertheless, the Company may 

seek to elect, at its discretion, to engage the services of a qualified broker-dealer or outside salesperson in 

connection with the Offering.

There is no minimum capitalization for this offering and investors’ subscription funds will 

be used by us as soon as they are received. There is no minimum capitalization required in this Offering.

There is no assurance that all or a significant number of Units may be sold in this Offering. We will use 

investors’ subscription funds as soon as they are received. If only small portions of the Units are placed, 

then the Company may not have sufficient capital to operate. There is no assurance that we could obtain 

additional financing or capital from any source, or that such financing or capital would be available to us on 

terms acceptable to us. Under such circumstances, the Company’s plans would need to be scaled down, 

and this would have a material adverse effect on the Company’s business.

Units are not guaranteed and could become worthless. The Unitsare not guaranteed or insured 

by any government agency or by any private party. The amount of earnings is not guaranteed and can vary 

with market conditions. The return of all or any portion of capital invested in the Units is not guaranteed, 

and the Units could become worthless.

We are relying on certain exemptions from registration. The Units are being offered for sale in 

reliance upon certain exemptions from the registration requirements of the Securities Act and applicable 

state securities laws. If the sale of the Units were to fail to qualify for these exemptions, purchasers may 

seek rescission of their purchases of the Units. If a number of purchasers were to obtain rescission, the 

Company would face significant financial demands, which could adversely affect the Company as a whole,

as well as any non-rescinding purchasers.

If the Company incurs debt, there may be risks associated with such 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 shareholders 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.

Future capital needs. The Company believes that the net proceeds of the Offering of the Units 

will be sufficient to fund the implementation of the Company’s business plan, operations and growth for the 

foreseeable future, assuming that it sells all 400 Units offered hereby and that year one revenue forecasts 

are substantially achieved. Nevertheless, in the event additional capital is required, no assurance can be 

given that additional financing will be available at all or on terms favorable to the Company. If adequate 

funds were not available to satisfy either short or long-term capital requirements, the Company would be 

required to limit its operations significantly and could be unable to continue in business, with a resulting 

loss of all or part of investments made by the Company’s investors.

The Units are restricted securities and a market for such securities may never develop. 

Investors should be aware of the potentially long-term nature of their investment. Each purchaser of Units 

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will be required to represent that it is purchasing such securities for its own account for investment purposes 

and not with a view to resale or distribution. Purchasers may be required to bear the economic risks of the 

investment for an indefinite period of time. The Company has neither registered the Units nor underlying 

securities, nor any other securities under the Securities Act. Consequently, shareholders may not be able 

to sell or transfer their securities under applicable federal and state securities laws. Moreover, there is no 

public market for the Company’s securities, such a market is not likely to develop prior to a registration 

undertaken by the Company for the public offering of its securities for its own account or the account of 

others, and there can be no assurance that the Company will ever have such a public offering of its 

securities. Ultimately, each investor’s risk with respect to this Offering includes the potential for a complete 

loss of his or her investment.

We may be required to register under the Securities Exchange Act. The Company will be 

required to conform to the rules and regulations promulgated under the various federal and state securities 

laws applicable to the conduct of its business. Management does not believe that the Company’s activities, 

as presently contemplated, will require registration or qualification of the Company with any federal or state 

agency.

Although the Company does not intend to be required to register its securities under the Securities 

Exchange Act of 1934, as amended, it is possible that the Securities and Exchange Commission (the 

“SEC”) may require the Company to so register. For example, under Section 12(g)(1) of the Securities 

Exchange Act (as amended by the JOBS Act of 2012), private companies with over 2,000 shareholders 

and over $10,000,000 in assets, may be required to register with the SEC within 120 days after their fiscal 

year end. Such registration would increase the operational expenses of the Company and would restrict its 

activities, thereby possibly having an adverse effect on its business.

The Sarbanes-Oxley Act of 2002 could, should the Company take such action, make the 

Company’s entrance into the public market difficult and expensive. In the wake of well-publicized 

corporate scandals associated with Enron and WorldCom involving management self-dealing and 

accounting fraud, in July 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The 

Sarbanes-Oxley Act—the most far reaching legislation affecting the federal securities laws since they were 

created in the 1930’s—impacts everything from the role of auditors to public reporting of stock trades by 

management, from committee independence to reporting of off-balance sheet transactions, and from officer 

loans to employee whistle-blowing. 

Public and registered companies are facing dramatic changes in disclosure and corporate 

governance requirements under the Sarbanes-Oxley Act, and under new and proposed rules from the SEC, 

NASDAQ and the NYSE. While these new rules and regulations do not generally cover private companies, 

their influence on private companies is being felt in the following ways: 

• A private company will become subject to the Sarbanes-Oxley Act upon filing a registration 

statement with the SEC in anticipation of an IPO. 

• The Sarbanes-Oxley Act may result in increased scrutiny of a private company being considered 

for acquisition by a public company. 

• In order to conduct an IPO, a private company would need to evaluate its organization against the 

requirements of the Sarbanes-Oxley Act and develop a compliance program.

• Full compliance with the Sarbanes-Oxley Act – which can be time-consuming and expensive – can 

significantly slow the efforts of private companies such as the Company that may seek to enter the 

public markets. 

The Offering price is arbitrary. The price of the Units and the underlying securities offered has 

been arbitrarily established by the Company, without considering such matters as the state of the 

Company’s business development and the general condition of the industry in which it operates. The price

of the Units and underlying securities bears little relationship to the assets, net worth, or any other objective 

criteria of value applicable to the Company.

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Additional unforeseen risks. In addition to the risks described in this section, “RISK FACTORS,” 

and elsewhere in this Memorandum, other risks not presently foreseeable could negatively impact our

business, could disrupt our operations and could cause the Company to fail. Ultimately, each investor in 

the Units bears the risk of a complete and total loss of his/her/its investment.

BUSINESS AND PROPERTIES

Investor Presentation

A complete discussion of the Company’s business, financial projections, and management can be 

found in the Company’s investor presentation. Portions of the Company’s investor presentation, included 

as a separate document and attached hereto as Exhibit A, were prepared by the Company using 

assumptions, including several forward-looking statements. Each prospective investor should carefully 

review the business plan in association with this Memorandum before purchasing the Units. Management 

makes no representations as to the accuracy or achievability of the underlying assumptions and projected 

results contained therein.

Overview of the Business

Fidelis Financial Planning LLC will act as a lender to merchant cash advance businesses, who in 

turn, provide an achievable financing option to small and mid-sized businesses in need of working capital. 

Unlike a traditional business loan that can take months to receive approval and are often denied, the 

merchant cash advance business can provide its customers the cash they need by purchasing a small, 

fixed percentage of the customer’s future revenue or credit card sales at a discounted rate.

We believe that merchant cash advance businesses are a particularly attractive financing option to 

small and mid-sized businesses for two reasons. First, approval of a cash advance is based on the strength 

of a customer's business instead of its credit history. Small businesses are frequently turned down for a 

traditional business loan because they have a limited credit history and limited collateral to offer up. 

Merchant cash advance businesses instead focus on a business's actual sales. Second, cash advances 

are made on a cash flow basis. Accordingly, instead of requiring fixed dollar monthly payments, cash 

advances are paid back by automatically deducting a fixed percentage of the customer's credit card sales 

until full payment and costs are paid in full. When the customer’s business is doing well, higher dollar 

payments are taken, but when business is slow, smaller payments are deducted, which is good for the 

customer’s cash flow. Ultimately, this flexible payment plan allows a business to pay for its cash advance 

in proportion to its monthly income.

The Company will provide loans to merchant cash advance businesses who rely on the capital to 

provide to their customers. As described herein a portion of the proceeds of this Offering will go directly to 

making loans to merchant cash advance businesses identified by the Company. 

Merchant Cash Advance Income

The Company will generate revenue primarily through interest earned on the loans we provide 

merchant cash advance businesses and hold to maturity. These fees loans will be collected over the term 

of the loans using a factor rate method. Loans collected but not yet recognized as revenue are netted with 

direct origination costs and recorded as a component of loans on our consolidated balance sheet and 

recognized over the term of the loans. Direct costs include costs directly attributable to originating a loan, 

including commissions, vendor costs and personnel costs directly related to the time spent by those 

individuals performing activities related to loan origination.

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Overview of the Merchant Cash Advance Business

Although we will not operate in the merchant cash advance business, we will act as a lender to 

such businesses, and we will rely on such businesses to operate effectively in order to service our loans to 

them. The following discussion provides a brief overview of the merchant cash advance business.

Market Analysis

There are approximately 30 million small businesses in the U.S. We believe that most small

businesses face numerous challenges that make it difficult to secure proper capitalization. These 

challenges are a result of numerous factors, including the current regulatory environment as a result of the 

2008 credit crisis, the complexities involved in assessing the creditworthiness of small businesses, and 

pervasive restrictive bank loan policies.

Not surprisingly, since the 2008 credit crisis, the alternative lending industry has evolved and grown 

enormously. Analysts report that the cash advance sector is increasing in prevalence and popularity, with 

business growing at double digit levels each year. The Green Sheet, a leading publication that reports on 

the payment industry, estimates the market for merchant cash advances is currently $500-$700 million, 

with the potential to reach $3-5 billion within the next several years.

Traditional Lending for Small Businesses

We believe traditional lenders face a number of challenges and limitations that make it difficult to 

address the capital needs of small businesses, such as:

• Organizational and Structural Challenges. The costly combination of physical branches and 

manually intensive underwriting procedures makes it difficult for traditional lenders to efficiently 

serve small businesses. They also serve a broad set of customers, including both consumers and 

enterprises, and are not solely focused on addressing the needs of small businesses.

• Technology Limitations. Many traditional lenders use legacy or third-party systems that are difficult 

to integrate or adapt to the shifting needs of small businesses. These technology limitations make 

it challenging for traditional lenders to aggregate new data sources, leverage advanced analytics, 

and streamline and automate credit decisions and funding.

• Loan Products are not Designed for Small Businesses. Small businesses are not well served by 

traditional loan products. We believe that traditional lenders often offer products characterized by 

larger loan sizes, longer durations and rigid collateral requirements. By contrast, small businesses 

often seek small loans for short-term investments.

As a result of the foregoing, the Company believes that small businesses whom our debtors serve,

are underserved by traditional lenders. According to the FDIC, the percentage of commercial and industrial 

loans with a balance less than $250,000 has declined from 20% of total dollars borrowed in 2004 to 13% 

in the second quarter of 2014. According to Oliver Wyman, 75% of small businesses are looking to borrow 

less than $50,000. In addition, according to the second quarter 2014 Wells Fargo-Gallup Small Business 

Index, only 25% of small businesses reported that obtaining credit was easy.

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Credit Products Have Significant Limitations

Certain additional products, including widely available business credit cards, provide small 

businesses with access to capital but may not be designed for their borrowing needs. For example, 

business credit cards may not have sufficient credit limits to handle the needs of the small business, 

particularly in the case of large, one-time projects such as capital improvements or expanding to a new 

location. In addition, certain business opportunities, such as discounts for paying with cash, and certain 

business expenses, such as payroll, rent or equipment leases, may not be payable with credit cards. 

Business credit cards are also typically not designed to fund many small business’ working capital needs.

Challenges for Small Businesses

The Company believes that small business owners that our merchant cash advance debtors serve

lack many of the resources available to larger businesses and have fewer staff on which to rely for critical 

business issues. According to a survey by eVoice, a telecommunications service owned by j2 Global, Inc. 

that manages incoming and outgoing calls for businesses throughout the U.S., time is viewed as the most 

valuable asset to small business owners. Small businesses typically do not employ a financial staff or 

internal advisors, and small business owners often act as both manager and employee. According to the 

same survey, 91% of small business owners perform three or more employee roles in any given day. Time 

spent inefficiently may mean lost sales, extra expenses and personal sacrifices.

Traditional Lending is not Geared Towards Small Businesses

Traditional lenders do not meet the needs of small businesses for a number of reasons, including 

the following:

• Time Consuming Process. According to a Harvard Business School study, the traditional lending 

process typically required a small business, on average, to dedicate 26 hours, contact more than 

two financial institutions and submit at least two or more loan applications.

• Non-Tailored Credit Assessment. There is no widely accepted credit score for small businesses. 

Traditional lenders frequently rely upon the small business owner's personal credit as a primary 

indicator of the business's creditworthiness, even though it is not necessarily indicative of the 

business's credit profile. As a result, a creditworthy business may be denied funding or offered a 

product that fits poorly with its needs

• Product Mismatch. According to Oliver Wyman, an international management consulting firm, small 

businesses often seek small loans and evaluate their investment opportunities on a "dollars in, 

dollars out" basis, because the payback period is short. According to survey data reported by Oliver 

Wyman, 75% of small businesses are looking to borrow less than $50,000. Small businesses often 

seek small, short-term loans to fund short-term projects and investments, but are met with 

traditional loan products that feature large loan sizes, longer durations, and rigid collateral 

requirements that are not well suited to their needs.

Alternatives to Traditional Bank Loans are Inadequate

Small businesses whose funding needs are not met by traditional bank loans have historically 

resorted to a fragmented landscape of products, including credit cards, receivables factoring, equipment 

leases, and home equity lines of credit, each of which comes with its own challenges and limitations. Credit 

cards are pervasive but cannot be used for certain types of expenses and face limitations on size. 

Equipment leasing and receivables factoring both have a cumbersome application process and are only 

appropriate for specific use cases. Home equity lines have strict collateral requirements, are often 

unappealing to business owners on a personal level, and are challenging for businesses with multiple 

owners.

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U.S. Economy Impacts Our Business

Changes in the overall U.S. economy may impact the Company's business in several ways, 

including demand for our products, credit performance, and funding costs.

• Demand for Merchant Cash Advances. In a strong economic climate, demand for the merchant 

cash advance businesses’ products may increase as consumer spending increases and small 

businesses seek to expand. In addition, more potential customers may meet the underwriting 

requirements to qualify for a cash advance. At the same time, small businesses may experience 

improved cash flow and liquidity resulting in fewer customers requiring cash advances to manage 

their cash flows. Traditional lenders may also approve loans for a higher percentage of merchant 

cash advance businesses’ potential customers. In a weakening economic climate or recession, the 

opposite may occur.

• Credit Performance. In a strong economic climate, customers may experience improved cash flow 

and liquidity, which may result in lower cash advance losses that our debtors would incur due to 

our customers’ inability to repay the cash advance. In a weakening economic climate or recession, 

the opposite may occur. Our debtors factor economic conditions into its cash advance underwriting 

analysis and determinations for dollar reserves for cash advance losses. Nevertheless, changes in 

economic conditions, particularly sudden changes, may affect actual cash advance losses. These 

effects may be partly mitigated by the short-term nature of cash advances, which should allow our 

debtors to react more quickly than if the terms of debtors’ cash advances were longer.

• Cash Advance Losses. Our debtors’ underwriting process is designed to limit cash advance losses 

to levels compatible with our business strategy and financial model. Overall, cash advance losses 

are affected by a variety of factors, including external factors such as prevailing economic 

conditions, general small business sentiment and unusual events such as natural disasters, as well 

as internal factors such as the accuracy of the underwriting analysis, the effectiveness of the 

underwriting process and the introduction of new products, such as lines of credit, with which our 

debtors may have less experience to draw upon when forecasting their loss rates.

Operating Expenses

Operating expenses will consist of sales and marketing, technology, processing and servicing, and 

general and administrative expenses. Salaries and personnel-related costs, including benefits, bonuses 

and equity-based compensation expense, are expected to comprise a significant component of each of 

these expense categories. The Company expects to hire new employees in order to support our growth 

strategy. All operating expense categories also include an allocation of overhead, such as rent and other 

overhead, which is based on employee headcount.

Sales and Marketing Expenses

Sales and marketing expenses will consist of salaries and personnel-related costs of the 

Company's sales and marketing and business development employees, as well as direct marketing and 

advertising costs, online and offline customer acquisition costs (such as direct mail, paid search and search 

engine optimization costs), public relations, radio and television advertising, promotional event programs, 

corporate communications and allocated overhead. The Company expects its sales and marketing expense 

to increase in absolute dollars and as a percentage of gross revenue in the foreseeable future as the 

Company increases the number of sales and marketing professionals and increases its marketing activities 

in order to expand direct customer acquisition efforts and build our brand.

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Customer Acquisition Costs

Customer acquisition costs (“CACs”) will differ depending upon the acquisition channel. CACs in 

our direct channel will include the commissions paid to our internal sales force, and expenses associated 

with items such as direct mail, social media, and other online marketing activities. CACs in our strategic 

partner channel will include commissions paid to our internal sales force and strategic partners. CACs in 

our funding advisor channel will include commissions paid to our internal sales force and funding advisors.

Technology and Analytics Expenses

Technology and analytics expenses will consist primarily of the salaries and personnel-related 

costs of our engineering and product employees as well as our credit and analytics employees who develop 

our credit scoring models. Additional expenses will include third-party data acquisition expenses, 

professional services, consulting costs, expenses related to the development of new products and 

technologies and maintenance of existing technology assets, amortization of capitalized internal-use 

software costs related to our technology platform and allocated overhead. The Company believes that

investing in technology is essential to maintaining a competitive position, and the Company expects these 

costs to rise in the near term on an absolute basis and as a percentage of gross revenue.

General and Administrative Expenses

General and administrative expenses will consist primarily of salary and personnel-related costs 

for our executive, finance and accounting, legal, and personnel operations employees. Additional expenses 

include consulting and professional fees, insurance, legal, occupancy, other corporate expenses and travel.

The Company expects its general and administrative expenses to increase in absolute dollars as a result 

of our preparation to launchand operate the business of the Company. After the completion of this Offering, 

these expenses will also include costs associated with compliance with the Securities Act and other 

regulations governing private offerings, increased directors' and officers' liability insurance, increased 

accounting, legal and other professional services fees, and an enhanced investor relations function.

The Merchant Cash Advance Process

Merchant cash advance businesses cash advance underwriting process begins with submission of 

a cash advance application by a prospective customer. Merchant cash advance businesses have several 

methods for submitting cash advance applications. The majority of customers will apply on our debtors’

website, but they can also apply over the phone, via fax or through a customer service representative. As 

part of the application process, the prospective customer is asked to provide certain information, including 

personal details, bank account information, and business history. Applicants may complete an application 

on the website in minutes, significantly reducing the time normally spent applying for a small business loan 

with a financial institution.

Credit Assessment and Funding

In order to efficiently screen applicants, merchant cash advance businesses have developed an 

initial qualification phase to review basic information regarding a prospective customer that has been 

submitted with the application. Once complete, either the prospective customer's cash advance application 

proceeds to the next phase of the underwriting process or the prospective customer is notified of our

decision to decline the application. Under the merchant cash advance businesses’ credit policies, small 

businesses in certain industries are not eligible for a cash advance.

Following initial qualification, merchant cash advance businesses initiate a credit review to generate 

an underwriting assessment for the prospective customer that drives the decision whether to make the cash 

advance. Following credit evaluation and an analysis of the customer’s operating cash flows, the cash 

advance application enters into the auto-approval phase. In the auto-approval phase, cash advances are 

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either auto-approved and do not require manual underwriting, or are rejected as a result of failing to meet 

all necessary criteria.

Servicing and Collections

Merchant cash advance businesses utilize a daily Automated Clearing House (“ACH”) system and 

credit card processing process for collecting scheduled cash advance payments from customers. Each 

customer authorizes the merchant cash advance business to debit their business bank account by ACH for 

the transfer of scheduled cash advance payments or to draw payments from the customer’s credit card 

processing accounts with the merchant cash advance business. The customer’s operating account used to 

underwrite the business cash advance is required to be the designated bank account used for the ACH 

debit process.

The merchant cash advance business will monitor and track payment activity. With built-in payment 

tracking functionality and automated missed payment notifications, the cash advance servicing platform will 

allow the merchant cash advance business to monitor performance of outstanding cash advances on a 

real-time basis. The merchant cash advance business will service all cash advances on its platform 

regardless of funding source.

Merchant cash advance businesses have developed a strategy to optimize the collections process 

for delinquent cash advances. Upon becoming one day delinquent, a cash advance enters the merchant 

cash advance business’s collections process. The collections process is divided into distinct stages based 

on the delinquency severity of the applicable cash advance, which dictates the level of collection steps 

taken. Generally, cash advances progress through the collection cycle based upon the number of days past 

due but can be accelerated based on specific circumstances. In certain circumstances, delinquent 

customers may enter a workout program. The merchant cash advance business may also use certain third 

party service providers for collection efforts. The merchant cash advance business may also sell its 

charged-off cash advances to established and reputable third-party collection agencies. These agencies 

purchase charged-off cash advances in exchange for a fee calculated based on the percentage of the 

unpaid cash advance balance and seek to collect payment on such cash advances after they have been 

purchased.

Competition

The financial services industry is highly fragmented and competitive. Competitive factors vary 

depending upon financial services products offered, customer, and geographic region. Pressure on our 

margins is intensive and we cannot assure you that we will be able to successfully compete with our 

competitors. Our competitors include national, regional, and local financial services organizations, such as 

banks, accounting firms, and IT firms. Many of these competitors are larger than we are and may have 

access to capital at a lower cost than we do. To our knowledge, no single firm dominates the small business 

segment of the industry.

Many of our competitors are much larger than us, have much greater financial resources, and much 

greater brand recognition.

In addition, there is also the possibility that new competitors could seize upon certain aspects of 

our business model and produce competing products and services. Likewise, these new competitors may

be better capitalized than the Company, which could give them a significant advantage. There is the 

possibility that such competitors could capture significant market share of our intended market. There is no 

assurance that we will be able to continue to successfully compete.

The cash advance industry in which our debtors operate, is a large and competitive business. We 

expect to face competition from national and local banks, factoring funding firms, and cash advance funding 

firms throughout the U.S. Although we believe the nature of the business and size of the market will allow 

us to compete effectively, it is possible that increased competition could make it more challenging for us to 

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meet our objectives. Our ability to compete may also be impacted by global, national and local economic 

trends, availability of funding alternatives, availability and cost of capital, existing laws and regulations, new 

legislation, and small business financing trends.

See “RISK FACTORS” for a discussion of the risks associated with the Company’s competition.

Offices

The Company’s principal executive offices are located at 1615 Forum Place, #500, West Palm 

Beach, Florida 33401. The Company’s telephone number is (561) 623-0913. The Company believes that it 

currently has adequate space to accommodate current operations and that facilities for administrative

personnel are adequate for expansion plans. Office space will be increased as the Company deems 

necessary.

MANAGEMENT

United Fidelis Group LLC, Sole Manager

The Company is a manager-managed limited liability company. The Company’s sole Manager is

United Fidelis Group LLC, a Florida limited liability company formed on May 13, 2014.

Responsibility of the Manager

The Manager is accountable to the Company and must exercise good faith and integrity in handling 

Company affairs. The Manager is managed by its sole managing member, Michael C. Furman. The 

Manager is authorized to direct all operations and actions of the Company.

Michael C. Furman, President

Michael C. Furman is an advanced estate, financial, and income planning expert withover 16 years’

of experience in these industries. Mr. Furman has been a Registered Investment Advisor and has passed 

the Federal Series 7 and 66 Securities exams, and currently holds his State 215 insurance license in his 

home state of Florida among other states. He has multiple degrees in Banking and Finance, Financial 

Management, and Accounting, with a minor in Estate Planning from Northwood University. He has 

completed various continued education courses towards multiple designations and accreditations from top 

rated institutions nationally. Mr. Furman is a Member of the Million Dollar Round Table, Reaching the Top 

of the Table, and the Court of the Table, which places him among the very top 1% of all advisors in the 

country. He was named by Insurance Business America Magazine as one of the top 100 advisors in the 

country. He is also a member of the National Ethics Association, The Association of Insurance & Financial 

Advisors, NAIFA, along with many other professional organizations. He has written multiple financial articles 

in both local and national magazines, as well being chosen to help design new annuity products for 

insurance companies among his years. Mr. Furman takes a fiduciary role with a client service-needs 

analysis approach, helping every client’s unique situation with their best interests put first. He has owned 

multiple businesses and has been hired as a CFO and board member for multiple companies over his 

career. He has done a variety of financial and accounting work for charities and homeowners associations 

as well as serving multiple school districts with their retirement planning portfolios in multiple states. His 

passion for continual education is shown through his ability to show clients the most updated independent 

professional advice and works closely with his team of accounting and legal experts for additional client 

support.

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Board of Advisors

The Company may also seek to establish a board of advisors, which would include one or more 

highly qualified business and industry professionals. The board of advisors will advise management in 

making appropriate decisions and taking effective action. However, the board of advisors will not be 

responsible for management decisions and has no legal or fiduciary responsibility to the Company.

EXECUTIVE COMPENSATION

There may be accrued compensation that is due certain members of our management team. The 

Manager may be entitled to reimbursement of expenses incurred while conducting Company business.

Each member of our management team may also be a shareholder in the Company and as such may also 

share in the profits of the Company to the extent the membership interests owned and held by such member 

allows for accrual and distribution of profits when and if revenues are disbursed. Management reserves the 

right to reasonably increase their compensation assuming the business is performing profitably and 

Company revenues are growing on schedule in accordance with the Company’s operating agreement.

Compensation to the Manager

The Manager may receive compensation for its service to the Company in the form of pro rata 

distributions and/or a percentage of proceeds from this Offering.

Michael C. Furman, President

Michael C. Furman may receive distributions from the Manager, as its sole member. In addition, 

Mr. Furman may be compensated directly by the Company for his service as President.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management of the Company

The Company’s Manager and advisors devote only such time to our operations as they, in their 

sole discretion, deem necessary to help carry out our operations effectively. The Company’s manager and 

advisors may work on other projects, and conflicts of interest may arise in allocating management time, 

services or functions among affiliates.

Conflicts of Interest

Potential conflicts of interest may arise in the course of our operations involving affiliate companies, 

as well as their interests in other potential unrelated activities. Accordingly, in addition to such potential 

conflicts of interest noted herein and under “Management of the Company” above, other conflicts of interest 

may exist or may arise in the future. The Company does not have any formally documented procedures to 

identify, analyze or monitor conflicts of interest.

Duties of the Manager to the Company 

Duty of Care and the ‘Business Judgment Rule’

Just as officers and directors of corporations owe a fiduciary duty to their shareholders, the

Manager are required to perform their duties with the care, skill, diligence, and prudence of like persons in 

like positions. The Manager will be required to make decisions employing the diligence, care, and skill an 

ordinary prudent person would exercise in the management of their own affairs. The ‘business judgment 

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rule’ should be the standard applied when determining what constitutes care, skill, diligence, and prudence 

of like persons in like positions. 

Duty of Disclosure

The Manager has an affirmative duty to disclose material facts to the members. Information is 

considered material if there is a substantial likelihood that a reasonable investor would consider it important 

in making an investment decision. The Manager must not make any untrue statements to the members and 

must not omit disclosing any material facts to the members.

Duty of Loyalty

The Manager has a duty to avoid undisclosed conflicts of interest. Before raising money from 

members, the Manager must disclose any conflicts that may exist between the investment interests of such 

Manager and the investment interests of the Company or any of the individual Members.

Litigation

The Company is not presently a party to any material litigation, nor to the knowledge of 

management is any litigation threatened against the Company, which may materially affect the business of 

the Company or its assets.

Transfer Agent and Registrar

The Company will act as its own transfer agent and registrar for the Units issued hereby. 

OPERATING AGREEMENT

Manager-Managed

The Company’s limited liability company operating agreement (the “Operating Agreement”)

provides for the sole authority to manage the Company to reside with one or more managers. Moreover, 

the Operating Agreement does not require annual meetings of the members. 

The Manager of the Company is currently in place, and a Manager may only be removed by the 

majority vote of the voting members at a special meeting called for such purpose in accordance with the 

Operating Agreement.

Each member’sand Manager’s liability for the debts and obligations of the Company shall be limited 

as set forth in our Operating Agreement, the Delaware Limited Liability Company Act, and other applicable 

law. All distributions, except in the case of dissolution or liquidation, will be in the sole discretion of the 

Manager, subject to the provisions of our Operating Agreement and the Delaware Limited Liability Company 

Act. 

Indemnification by Company

Our Operating Agreement provides for indemnification of Manager and officers to the fullest extent 

permitted under the Delaware Limited Liability Company Act (the “Act”), as follows:

To the fullest extent permitted by the Act, the Company shall indemnify each Manager and member 

and make advances for expenses to each Manager and member arising from any loss, cost, expense, 

damage, claim or demand, in connection with the Company, the Manager’s or member’s status as a 

Manager or member of the Company, the Manager’s or member’s participation in the management, 

business and affairs of the Company or such Manager’s or member’s activities on behalf of the Company.

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To the fullest extent permitted by the Act, the Company shall also indemnify its officers, employees and 

other agents who are not Managers or members arising from any loss, cost, expense, damage, claim or 

demand in connection with the Company, any such person’s participation in the business and affairs of the 

Company or such person’s activities on behalf of the Company.

Limitation of Liability

The Operating Agreement provides that our management will not be liable for actions taken by 

them in good faith in furtherance of our business, and will be entitled to be indemnified by us in such cases. 

Therefore, our members may have a more limited right against the management, their affiliates and their 

respective related parties than they would have absent such limitations in the Operating Agreement. In 

addition, indemnification of the management, their affiliates and their respective related parties could 

deplete our assets possibly resulting in loss by the Unit holders of a portion or all of their investment.

Not a Complete Description

The foregoing description of the Company’s Operating Agreement should in no way be relied upon 

as complete, and it is qualified in its entirety by the actual Operating Agreement of the Company.

All Interest holders are entitled to the benefit of, are bound by, and are deemed to have notice of, 

the provisions of the Memorandum, the Company’s Operating Agreement, and the Company’s articles of 

organization (the “Articles of Organization”).

Nothing in this Memorandum purports to be and should not be construed as a complete description 

of the Operating Agreement or Articles of Organization of the Company, copies of which may be furnished 

on request made to the Company at its principal office.

MARKET PRICE OF COMMON EQUITY

AND RELATED INTEREST HOLDER MATTERS

The offering price of the securities to which the Memorandum relates 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. Neither the Units, nor the 

underlying securities, have been registered under the Securities Exchange Act of 1934. Our Units have not 

been traded or quoted on any exchange or quotation system. There is no public market in which 

shareholders may sell their securities, and there can be no assurance given that such a market will ever 

develop. The securities offered hereby are restricted and the investors’ rights to sell or transfer their 

interests are severely limited.

USE OF PROCEEDS

The net proceeds to the Company from the sale of all 400 Units offered hereby, after deducting 

legal fees, filing fees, and other offering expenses (not including potential broker fees) of up to an estimated 

amount of $15,000, are estimated to be $19,985,000. 

The principal use of proceeds is subject to the broad discretion of management, but is expected to 

include Cash Advance payments; general and administrative expenses; working capital requirements; and 

other general corporate purposes.

The following table reflects our estimated anticipated use of proceeds:

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Category

Estimated

Dollar Amount

Percentage of Total 

Proceeds

Legal and other Misc. Offering 

Costs $ 15,000.00 0.075%

Loans to Merchant Cash Advance 

Business $19,970,000.00 99.85%

Working Capital $ 15,000.00 0.075%

TOTAL $20,000,000.00 100.0%

Assuming the Company sells the full 400 Units offered hereby, the Company believes that the net 

proceeds from the Units offering will be sufficient to fund the Company’s operations for at least 12 months.

If the Company sells less than the full number of Units offered hereby, the Company may need to raise 

additional capital sooner than expected. In addition, the Company expects that it may require significant 

additional capital in the future to fund operations and growth. There can be no assurance that the Company 

will be able to obtain additional capital, or on terms agreeable to the Company.

The Company’s use of proceeds may differ materially from the foregoing as a result of changing 

conditions and as deemed appropriate in the absolute discretion of management. Therefore, we reserve 

broad discretion in the use of proceeds and the right to alter the use of proceeds of this Offering without 

notice in the interest of the Company and its stakeholders.

DESCRIPTION OF SECURITIES

General

Our equity securities consist of membership interests (the “Interests”) and the promissory notes

(the “Notes”). We have issued 100 Interests and no other equity securities, as of May 1, 2018 (see 

“MEMORANDUM SUMMARY—Company Capitalization” above).

Membership Interests

Holders of our Interests have very limited voting authority and are deemed members of the 

Company. The holders of our Interests are entitled to one vote for each interest held of record by them (see 

“MEMORANDUM SUMMARY—Company Capitalization” and “MEMORANDUM SUMMARY—Ownership

in the Company” above). Holders of a majority of the aggregate issued and outstanding equity securities in 

the Company (Interests and Promissory Notes) can elect and remove the Manager of the Company in 

accordance with the Company’s Operating Agreement. The holders of the Interests have the right to receive 

distributions of net profits when, as, and only if declared by the Manager out of funds legally available 

therefore. In the event of our liquidation, dissolution or winding up, the holders of the Interests would have 

the right to share proportionately in our remaining net assets after payment to Promissory Note holders has 

been made, and to the extent funds/profits are available after payment of the Company’s creditors and 

liquidation expenses.

Undesignated Membership Interests

In the future, the Company may authorize and sell additional membership interests to that which is 

currently authorized, or even one or more series of membership interests not yet designated. The Manager 

has sole authority, in accordance with the provisions of our Operating Agreement, and without action by 

the members, to designate and issue all or any portion of the remaining authorized but un-issued Interests

of each of the series currently authorized, as well as authorize, designate and issue one or more series of 

other membership interests and to determine the voting rights, preferences, privileges and restrictions, 

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including without limitation dividend rights, conversion rights, terms of redemption, liquidation preferences 

and the number of interests constituting any series in the designation of such series.

Subscription Agreement

Purchase of the Units shall be made pursuant to the execution of a subscription agreement, the 

form of which is attached hereto as Appendix A, and which contains, among other things, certain 

representations and warranties by the subscribers and covenants reflecting the provisions set forth herein.

OTHER MATTERS

Certain Transactions

Other Contemporaneous and Subsequent Offering Transactions

The Company, in its absolute discretion may carry out contemporaneous and additional 

subsequent offerings of its securities on terms and conditions it deems appropriate without notice to 

investors herein or other stakeholders, subject to applicable securities laws.

FINANCIAL INFORMATION

This Memorandum contains forward-looking statements. These statements are based on the 

Company’s current expectations about the businesses and the markets in which it operates. Such forwardlooking statements are not guarantees of future performance and involve known and unknown risks, 

uncertainties or other factors which may cause our actual results, performance or achievements to be 

materially different from any future results, performance or achievements expressed or implied by such 

forward-looking statements. Actual operating results may be affected by various factors including, without 

limitation, changes in national economic conditions, competitive market conditions, uncertainties and costs 

related to government regulation, and actual versus projected timing of events, all of which may cause such 

actual results to differ materially from what is expressed or forecast in this Memorandum.

Results of Operations

As of May1, 2018, the Company has generated limited revenues from its operations. The Company 

anticipates that it will cover its working capital requirements until sufficient investments are received.

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ADDITIONAL INFORMATION

Michael C. Furman, President, will be available upon request to answer questions concerning the 

terms of this Offering, to provide any reasonably requested information necessary to verify the accuracy of 

the information contained in this Memorandum and to provide such other information reasonably requested 

by prospective investors as they deem necessary for the purposes of considering an investment in the 

Company. Mr. Furman can be contacted by telephone at (561) 623-0913.

You should rely only on the information contained in this Memorandum. We have not authorized 

any other person to provide you with different information. If anyone provides you with different or 

inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any 

jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in 

this Memorandum is accurate as of the date on the front cover of this Memorandum only. Our business, 

financial condition, results of operations and prospects may have changed since that date.

[Remainder of Page Intentionally Left Blank]

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EXHIBIT A

INVESTOR PRESENTATION

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APPENDIX A

SUBSCRIPTION AGREEMENT

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APPENDIX B

ACCREDITED INVESTOR QUESTIONNAIRE AND VERIFICATION LETTER

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APPENDIX C

FORM OF PROMISSORY NOTE

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APPENDIX D

NOTICE OF ACCEPTANCE

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