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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-1
 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 SECURED PRINCIPAL, LLC
 
 Delaware
    
    6159
    
    26-2621538(State or other jurisdiction of 
incorporation or organization)
    
    (Primary Standard Industrial
Classification Code Number)
    
    (I.R.S. Employer
Identification Number)
 
 2600 Michelson Drive, Suite 920
Irvine, California 92612
(949) 488-9400
(Address and telephone number of principal executive offices 
and principal place of business)
    
    Steven Lovette
2600 Michelson Drive, Suite 920
Irvine, California 92612
(949) 488-9400
(Name, address and telephone number of agent for service)
 
 Copy of all communications to:  Glenn A. Fuller, Esq.
James H. Shnell, Esq.
Jackson DeMarco Tidus Peckenpaugh
2030 Main Street, Suite 1200
Irvine, CA 92614
Ph. (949) 752-8585
Fax: (949) 752-0597
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the effective date of this Registration Statement.
 o
 o
 o
 o
 o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o CALCULATION OF REGISTRATION FEE
 Title Of Each Class Of
    
    
    Amount To Be
    
    
    Proposed Maximum
    
    
    Amount OfSecurities To Be Registered
    
    
    Registered
    
    
    Aggregate Offering Price
    
    
    Registration FeeSecured Principal, LLC Debt Securities
    
    
    $10,000,000
    
    
    $10,000,000
    
    

$393
 THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY
TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.




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PROSPECTUS
   PRELIMINARY PROSPECTUS
 
 Notes  Offering Termination Date  Extended Offering Termination Date Minimum Offering DTA




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TABLE OF CONTENTS
  
 Prospectus Summary
    
    
    1Secured Principal, LLC
    
    
    3Summary of the Offering
    
    
    4Summary Financial Information
    
    
    6Risk Factors
    
    
    7Description of Notes
    
    
    15Special Note Regarding Forward-Looking Statements
    
    
    20Use of Proceeds
    
    
    20Holders of Equity
    
    
    20Managements Plan of Operations
    
    
    21Business
    
    
    24Legal Proceedings
    
    
    26Description of Property
    
    
    26Management
    
    
    27Manager and Executive Compensation
    
    
    28Security Ownership of Certain Beneficial Owners and Management
    
    
    28Certain Relationships and Related Transactions
    
    
    30Description of Securities
    
    
    31Notes Eligible for Resale
    
    
    31Plan of Distribution
    
    
    32Legal Matters
    
    
    33Experts
    
    
    33Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    33Where You Can find Additional Information
    
    
    33Index to Consolidated Financial Statements
    
    
    F-1EXHIBIT 3.1EXHIBIT 3.2EXHIBIT 23.1EXHIBIT 99.1EXHIBIT 99.2EXHIBIT 99.3EXHIBIT 99.4EXHIBIT 99.5EXHIBIT 99.6




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PROSPECTUS SUMMARY
 Notes
 Secured Principal Packard
Trust Stewart
Trust Apartment
Assets Asset Assets OE Loan  Senior Financing
 Offering Monthly Payment Note Accrual Note Security Agreement Note Collateral Servicing Agreement
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Term Date Term Extended Term Date st st
  Option to Accrue Interest Refinancing Asset Description of Notes
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SECURED PRINCIPAL, LLC
 Corporate History
        th
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SUMMARY OF THE OFFERING
 Secured Promissory Notes of the Company
    
    Ten Million Dollars ($10,000,000)Use of Proceeds
    
    We will use the proceeds of the
Offering to fund Loans to OEs
owned by Apartment Assets, as set
forth in Business. See Use of
Proceeds.Risk Factors
    
    An investment in our notes
involves a high degree of risk and
could result in a loss of your
entire investment.
        Offering Termination Date  Extended Offering Termination Date Subscription Agreement Depository Trust Account
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Investor Suitability Requirements
  (a)
    
    The Investor has received, read, and fully understands this Prospectus and all Appendices and
attachments hereto. The Investor is basing the decision to invest on the Prospectus and all
attachments and Appendices hereto. The Investor has relied on the information contained in
said materials and has not relied upon any representations made by any other person or entity;
and
 (b)
    
    The Investor understands that an investment in the Notes involves substantial risks and is
fully cognizant of, and understands, all of the risk factors relating to a purchase of the
Notes, including, without limitation, those risks set forth below in the section entitled
Risk Factors; and
 (c)
    
    The Investor will be required to have a minimum annual gross income of Thirty Thousand
Dollars ($30,000) and a net worth of Thirty Thousand Dollars ($30,000) or, in the alternative,
a minimum net worth of Seventy-Five Thousand Dollars ($75,000), and must invest at least Five
Thousand Dollars ($5,000).
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How to Subscribe
  
 SUMMARY FINANCIAL INFORMATION
  Condensed Balance Sheet Data
 As ofSeptember 30, 2008Cash; total assets
    
    $
    1,001,000Members equity
    
    $
    1,001,000
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RISK FACTORS
   Secured Financing Risks
  Real Estate Risks
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CERCLA
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relief from the automatic stay order
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Sources of Funds for Repayment of Notes
     Risks Relating to Lack of Liquidity
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Tax Risks
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Additional Risk Factors
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The Assets are Expected to be Concentrated in Certain Areas.
  Sarbanes-Oxley Disclosure Controls and Procedures.
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DESCRIPTION OF NOTES
  Definitions of Terms
 Note:
    
    This is the document that evidences
the promise of a debtor to repay to
a lender a specific debt.Accrual Note:
    
    This is a Note in which all interest
is accrued and compounded and paid
at maturity in a single payment
along with the return of the
original principal.Monthly Payment Note:
    
    This is a Note in which the interest
is paid on a monthly basis. At the
end of the term the amount of the
original principal invested is
returned.Security Agreement:
    
    This is a document in which a debtor
grants an interest in an item of
value as the security for the
performance of an obligation.
 Terms of the Offering
 General Information 
on Our Business:
    
    Secured Principal, LLC was originally organized in Delaware on April 3, 2008. The
Companys manager has substantial prior investment real estate experience.
Additionally, Secured Principal has retained knowledgeable officers with real estate
and business management experience to help operate the Company.The purpose of Secured Principal is to provide debt financing for the acquisition of
apartment buildings to be purchased by entities owned by Apartment Assets. Apartment
Assets, like Secured Principal, is a newly-formed entity, but its management has
substantial experience in conducting operations similar to those which Apartment Assets
intends to conduct, because the managers of Apartment Assets also manage a similar
business, with privately-funded debt, for Pacific Property Assets, LLC and PPA
Holdings, LLC. Both of these managers have in excess of three decades of experience in
the acquisition, financing, management and disposition of income-producing real estate.
In turn, each of Pacific Property Assets, LLC and PPA Holdings, LLC has a small number
of wholly owned single asset limited liability companies and in one case a single asset
limited partnership. We sometimes refer to the various PPA entities collectively
herein as either Pacific Property Assets or PPA. PPA is privately held and focuses
on the acquisition, renovation and operation of value added apartment buildings.The business plan of PPA since its inception has been to purchase apartment buildings
in select markets that can be obtained at prices which are below the current cost to
acquire suitable land and construct a similar building. PPA then typically improves
each building to maximize the rental income obtainable. As PPA is a long-term owner,
it usually also implements changes designed to stabilize on-going operational expenses.Since Pacific Property Assets commenced business following the March 1999 merger of
Pacific Housing & Development Corporation and Property Assets Incorporated, it has
acquired over one hundred (100) individual investment properties. As of June 30, 2008,
PPA owned and managed forty-eight (48) multi-family locations with two thousand two
hundred ten (2210) individual apartment units, three (3) office/commercial buildings
and a one hundred seventeen (117) bed, eight (8)-story assisted living facility.As of June 30, 2008, Pacific Property Assets had completed one hundred forty-nine (149)
previous secured promissory note offerings. Each of these Offerings, like the Notes
described in this Prospectus, involved fixed rates of return payable over a specified
period of time; however, unlike Secured Principals Notes, these Offerings were made
under a private placement exemption from registration (Regulation D under the
Securities Act of 1933). As
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of June 30, 2008, one hundred fourteen (114) of these
Offerings had been fully repaid. As to all the repaid loan offerings every monthly
payment and the ultimate repayment of principal were all handled according to the
original terms of the loan agreement and offering. Of the thirty-five (35) that have
yet to be fully repaid, all are performing and current according to the original terms
of the loan agreement and offering. As of June 30, 2008, PPA had remitted
approximately forty-two thousand (42,000) monthly investor payment checks without
incurring a single late charge.In 2004, 2005 and 2007, Inc. magazine named Pacific Property Assets as one of the
fastest growing privately held company in the United States. In 2006, Michel Stewart,
as an officer of PPA, was named as one of nineteen (19) regional finalists in the
Entrepreneur of the Year Program sponsored by the national accounting firm of Ernst &
Young. In 2007, PPA was named as the 17th ranked privately-held company in
Orange County, California by the Business Journal.The managers of Apartment Assets intend to operate the business of Apartment Assets in
a substantially similar manner to the operation of the business of PPA.Nature of the
Promissory Notes
Offered
    
    The promissory notes (the Notes) being offered will provide a fixed rate of interest.
The Notes will be issued in two separate formats: Monthly Payment Notes substantially
in the form of Appendix A-1 to this Prospectus and Accrual Notes substantially in the
form of Appendix A-2 to this Prospectus. In either format the Notes will be individual
original promissory notes, which will each be secured by the Security Agreement
substantially in the form of Appendix B to this Prospectus and serviced pursuant to the
Servicing Agreement substantially in the form of Appendix C to this Prospectus. The
Note Collateral securing the Notes will consist of a pledge of the equity interests in
the OE and the promissory note and the collateral assignment received from the OE,
supported by a policy of UCC insurance with a usury endorsement. Collectively, the
Notes Security Agreement and Servicing Agreement are referred to as the Transaction
Documents. The Minimum Offering will be One Million Dollars ($1,000,000) and the
Maximum Offering will be Ten Million Dollars ($10,000,000). The minimum purchase for
each investor is Five Thousand Dollars ($5,000).Commencement of
Interest:
    
    Since the Notes will be dated individually on the date an accepted Subscription
Agreement and funds are received, the accrual of interest will commence immediately.Term of Investment:
    
    The maturity date of the Notes is  1, 2012 (the Term Date) which is four (4)
years from the first day of the first full month following the effective date of this
Prospectus (the Term). The Company will have a one-time right on sixty (60) days
advance notification to extend the Term for one (1) additional year (to the first
anniversary of the Term Date, which is the Extended Term Date) by increasing the
interest rate during the extension period to a net ten percent (10%) (10.47% A.P.Y.)
for Investors receiving monthly payments and to a net rate of twelve percent (12%)
(12.67% A.P.Y.) for Investors electing to accrue interest to maturity. The duration of
the Notes will be further limited, at the election of the Company, by a voluntary
repayment of the Notes, which the Company may undertake at any time. The liquidation
of the Notes at maturity or at the earlier election of the Company shall be referred to
herein as the Note Payoff.Monthly Payment 
Notes:
    
    These are Notes in which the applicable interest is paid on a monthly basis. The
Monthly Payment Notes in the Offering will pay a Fixed Rate of Interest of eight
percent (8%) per annum (8.30% A.P.Y.) during the Term, ten percent (10%) (10.47%
A.P.Y.) if extended. All accrued but unpaid interest for any fractional months will be
due at Note Payoff. A Five Thousand Dollar ($5,000) Monthly Payment Note will pay
Thirty-Three Dollars and 33/100 ($33.33) a month during the Term. (See Annual
Percentage Yield.)Accrual Notes:
    
    These are Notes in which the applicable interest is accrued, compounded monthly and
paid in its entirety at the Note Payoff. The Accrual Notes in the Offering will pay a
Fixed Rate of Interest of ten percent (10%) per annum (10.47% A.P.Y.) during the Term,
twelve percent (12%) (12.67% A.P.Y.) during the Extended Term (if extended). All
accrued but unpaid interest will be compounded monthly and will be due at the Note
Payoff. (See Annual Percentage Yield.)
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Transaction 
Documents:
    
    The Notes, the Security Agreement and the Servicing Agreement are collectively referred
to as the Transaction Documents.Note Payoff:
    
    The time at which the Notes are liquidated, with the Investors receiving the return of
their respective investment and any accrued but unpaid interest. Provided the Term has
not expired, the Company shall also have the right to affect a partial Note Payoff. In
the event of such a partial Note Payoff, the Company will have the right to liquidate
all the Notes proportionately or some of the Notes and not others. Once a given Note
is liquidated and the Investor has been repaid in full, the Note will, as the case may
be, cease to either receive or accrue interest. In the event a partial Note Payoff is
contemplated, the Company will notify all the Investors giving each of them an option
of being liquidated or remaining in the transaction. Assuming sufficient parties elect
to be liquidated, the wishes of the Investors will be honored. Conversely, if
insufficient Investors wish to be liquidated, the Company will retain the right to
liquidate the Notes either proportionately or in another fair and equitable manner at
the Companys discretion.Company and Note
Issuer:
    
    Secured Principal, LLC, a Delaware limited liability company, (referred to herein as
the Company) that was formed on April 3, 2008.Asset:
    
    The Asset for each Loan is the apartment building owned by the OE that receive the Loan.Annual Percentage
Yield (A.P.Y.):
    
    Annual Percentage Yield (A.P.Y.) is a mathematical measurement of the compounded yield
paid by a fixed rate-of-return investment. It takes into account the interest rate
paid on an annual basis and the receipt or compounding of interest payments made on a
periodic basis. Should the periodic payments be paid directly each month to the
Investor, the calculation assumes the immediate reinvestment of these payments
elsewhere at the stated rate.Financing of Assets:
    
    The Assets will be financed by loans from financial institutions (collectively, the
"Secured Financing), secured by a first deed of trust recorded against the Asset of
the OE that receives such Loan. The Secured Financing may also be cross-collateralized
on more than one Asset, by one or more OEs, provided that if more than one OE provides
collateral for such Secured Financing, a default by any of such OEs will constitute a
default by each of them.Limitations on
Refinancing of
Assets:
    
    Each OE will be restricted in refinancing the Assets by being prohibited from
refinancing any Asset(s) unless the OE pays its Loan in full on or before such event.Limitations on
Dispositions of
Assets:
    
    Each OE will be restricted in selling any of the Assets by being prohibited from the
disposition of any Asset(s) unless the OE pays its Loan in full on or before such
event.Limitations on the
Potential
Sale of
Condominiums:
    
    Each OE will be restricted in converting and selling any of the Assets as condominiums,
unless the OE pays its Loan in full on or before such event.Management of the
Company:
    
    The Companys manager, Tony Brandlin, has substantial prior investment real estate
experience. Additionally, Secured Principal has retained a Chief Executive Officer,
Steve Lovette, and a Chief Financial and Accounting Officer, Tony Boychenko, with
extensive real estate and business management experience to help operate the Company.Non-Assessability
of Notes:
    
    The Investors in the Notes will in effect be fixed-rate lenders to the Company with
individual Notes secured by the Security Agreement. There is no contractual or legal
obligation for the Investors to contribute any additional funds beyond those used to
purchase the Notes. Consequently, the Investors financial risk is limited to the
funds used to purchase the Notes. Nonetheless, if a Senior Secured Loan(s) should for
any reason go into default and ultimately into foreclosure, an option for protecting
the Investors collective investment in the Notes may be to obtain and utilize
additional capital relative to the Asset. These funds may potentially be utilized for
a variety of purposes including but not limited to reinstating the Senior Secured
Loan(s), paying foreclosure costs, retaining legal counsel,
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renovating the Asset,
paying property managers, retaining real estate brokers, paying loan fees to refinance
the property, paying real estate commissions to sell the Asset or a multiplicity of
other uses. Such capital may be difficult or impossible for the Investors to
collectively borrow and could be at substantial risk in such a scenario. (See Risk
Factors).Affiliates:
    
    The Company, Apartment Assets, Pacific Property Assets, LLC, a California limited
liability company and PPA Holdings, LLC, a California limited liability company, are
beneficially co-owned, and as a consequence Apartment Assets, Pacific Property Assets,
LLC and PPA Holdings, LLC, are considered affiliated entities (the Affiliates) of the
Company. Due principally to lender requirements, the Affiliates also own and will own
a number of other legal entities.No Selling 
Commissions:
    
    The Company intends to offer the Notes directly to prospective investors. As a
consequence, no portion of the gross proceeds will be used for the purpose of paying
third parties for selling commissions and fees incurred in the sale of the Notes.Compensation to OEs:
    
    The OE as the borrower, manager and equitable owner will have the absolute right to
receive and distribute the funds from its Loan. As a consequence, to the extent that
the Asset operates successfully the OEs compensation in the form of net cash flow,
appreciation, tax benefits and ultimately resale profit could be substantial.
Additionally, since the OE is borrowing money from the Company there is the possibility
of potential conflicts between the parties (See CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS).Investor Suitability 
Standards:
    
    The Offering of the Notes by the Company is strictly limited to Investors who meet
certain minimum suitability requirements (See INVESTOR SUITABILITY REQUIREMENTS).Governing Law:
    
    The Offering will be construed and the rights, duties, and obligations of the parties
will be determined in accordance with the laws of the State of California.Use of Proceeds of
the Notes:
    
    The Offering of the Notes as set forth in this Prospectus is being made for the purpose
of funding Loans to the OEs. Although such funds should be employed by an OE to
commence and/or continue upgrading and repositioning of the Asset, there is no
guarantee that the completion of this Offering and such upgrading and repositioning
will contribute to any immediate or even long term increase in the cash flow or
ultimate fair market value of the Asset (See RISK FACTORS).Use of Proceeds of
Repayment or
Refinancing of
Loans:
    
    If the Company receives the proceeds of any repayment or refinancing of Loans that
occurs prior to , 20, Secured Principal will have the right to place such
proceeds in the Companys Depository Trust Account and to use the proceeds, prior to
such date, to make a Loan to another OE in accordance with the terms described herein.
The Company may at any time, and after , 20, the Company shall, use the
proceeds of the repayment or refinancing of the Loans to repay the principal amounts of
the Notes.Payment for 
Subscriptions:
    
    The Company will be directly issuing the Notes to each Investor upon receipt and
acceptance of each respective Subscription Agreement. Consequently prospective
Investors, when transmitting a Subscription Agreement should include a personal check
for the full purchase price for the Note they wish to acquire. The minimum purchase is
Five Thousand Dollars ($5,000). Upon receipt of a completed Subscription Agreement and
proper payment, presuming the transaction has not reached the Maximum Offering, the
accepted Investor will commence to earn interest immediately. (See Subscription
Procedures.)Minimum Purchase:
    
    A minimum purchase of Five Thousand Dollars ($5,000) will be required. (See
Description Of Notes).No Guarantee:
    
    The Notes will NOT be guaranteed by any governmental agency.No Liquidity:
    
    There will be no public market for the Notes. Investors should not purchase Notes
unless they intend to hold them for the full Term of the Offering. (See Limited
Transferability of Notes and Term.)
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Depository Trust 
Account:
    
    Until the Minimum Offering of One Million Dollars ($1,000,000) is achieved, the funds
from all accepted Subscription Agreements will be deposited and held in the Companys
Depository Trust Account (DTA). Once the Minimum Offering has been achieved, the
funds on deposit in the DTA will be transferred to the general accounts of the Company.
If subscriptions for the Minimum Offering of the Notes are not sold on or before the
Offering Termination Date, or if extended, on or before the Extended Offering
Termination Date, all Investor funds held in the DTA will be returned to subscribers
within five business days thereafter without offset but with the payment of interest at
ten percent (10%) per annum from the date of receipt until the date the funds are
returned. In addition, the Company shall place the proceeds of any repayment or
refinancing of Loans in the DTA until such proceeds are used by the Company to make a
Loan to another OE in accordance with the terms described herein or to repay the
principal amounts of the Notes.Documentation of
Transaction:
    
    Once a prospective Investors Subscription Agreement is accepted, the Company will
issue the Investor an original executed Note evidencing the amount of the respective
investment.Risk Factors:
    
    There are numerous risk factors associated with the Offering (See RISK FACTORS).Refinancing Asset:
    
    The OEs expect to pay the Loans and the Company expects to pay back the Investors, in
whole or in part, by refinancing a portion of the Assets during the Term. THERE IS NO
ASSURANCE THAT THE OEs WILL BE ABLE TO REFINANCE A PORTION OF THE ASSETS AT ALL, IN A
TIMELY MANNER, OR ON TERMS THAT WOULD BE FAVORABLE.Sale of
Asset:
    
    While each of the OEs intends to retain its Asset and Apartment Assets expects to
retain the majority of the individual OEs long-term, it may become necessary or prudent
to sell some of the individual Assets for general business reasons or to liquidate the
Notes. The sale of an individual Asset or condominiums from within a given OE offering
shall not cause the Notes to become due unless such a sale would violate the
restrictions thereon (See Limitations on Dispositions of Assets and Limitations on
the Potential Sale of Condominiums). THERE CAN BE NO ASSURANCE THAT THE LIQUIDATION
OF AN ASSET, THE SALE OF INDIVIDUAL CONDOMINIUM UNITS OR FOR THAT MATTER THE SALE OF
ALL OF THE ASSETS COULD OCCUR IN A TIMELY MANNER, OR AT ALL, OR THAT THE PROCEEDS OF
SUCH A SALE WOULD BE SUFFICIENT TO LIQUIDATE THE ENTIRETY OF THE NOTES.Withholding on 
Interest Payments:
    
    Should any Investor not provide the Company with a fully executed and valid Form W-8 or
Form W-9, the Company reserves the right to withhold thirty percent (30%) of any
interest paid (or such rate as may be necessary to comply with Internal Revenue Code
regulations). Otherwise, no withholding on interest will occur.Past Performance:
    
    Secured Principal is a newly-formed entity, and has not conducted any operations prior
to the date of this Prospectus. Apartment Assets, like Secured Principal, is a
newly-formed entity, but its management has considerable experience in conducting
operations similar to those which Apartment Assets intends to conduct, because the
managers of Apartment Assets also manage a similar business, financed with
privately-funded debt, for PPA. PPA has completed, as of June 30, 2008, one hundred
forty-nine (149) previous secured promissory note offerings. As of June 30, 2008, one
hundred fourteen (114) of these Offerings had been fully repaid. As to all the repaid
loan offerings every monthly payment and the ultimate repayment of principal were all
handled according to the original terms of the loan agreement and offering. Of the
thirty-five (35) that have yet to be fully repaid, all are performing and current
according to the original terms of the loan agreement and offering. As of June 30,
2008, PPA had remitted approximately forty-two thousand (42,000) monthly investor
payment checks without incurring a single late charge. (See Appendix D to this
Prospectus, Past Performance).
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
 USE OF PROCEEDS
  Estimated Use of Proceeds
 Price to
    
    Selling Commissions
    
    Proceeds toInvestors
    
    and Expenses(1)
    
    Company(2)Per Note(3)
    
    $
    5,000
    
    
    $
    
    
    
    $Minimum Offering(4)
    
    $
    1,000,000
    
    
    $
    
    
    
    $Maximum Offering
    
    $
    10,000,000
    
    
    $
    
    
    
    $
 
 (1)
    
    The Notes are being sold directly by the Company; consequently no commissions to third
parties are being paid. (See Estimated Use of Proceeds)(2)
    
    Amounts shown are proceeds before deducting internal marketing expenses, printing costs and
other expenses incurred in connection with the Offering.(3)
    
    The minimum purchase per investor is Five Thousand Dollars ($5,000). (See Investor
Suitability Requirements)(4)
    
    All funds received by the Company prior to the receipt of the Minimum Offering of One Million
Dollars ($1,000,000) will be held in a non-interest bearing Depository Trust Account in the
Companys name. Once the Minimum Offering is reached and thereafter, funds from all
Subscriptions that are accepted by the Company will be released into the Companys general
accounts concurrent with the issuance of the Notes and the respective transaction
documentation to the Investor (See Depository Trust Account) 
 HOLDERS OF EQUITY
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MANAGEMENTS PLAN OF OPERATIONS
  Forward-Looking Statements
  
    
    Anticipated capital expenditures for replacements and building improvements all
reflect our best estimates and are subject to uncertainties arising from changing
economic conditions (such as the cost of labor and construction materials), competition
and local government regulation;
    
    Sources of capital or labor and materials required for maintenance, repair, capital
expenditure or development may be more expensive than anticipated;
    
    Occupancy levels and market rents may be adversely affected by national and local
economic and market conditions including, without limitation, new construction of
multifamily housing, slow employment growth, and the availability of low interest
mortgages for single-family home buyers, all of which are beyond our control;
    
    Our inability to derive sufficient revenues from our operations, or obtain financing
when needed, would have a material adverse effect on our Company, requiring us to
curtail or cease operations; and
    
    Additional factors as discussed, under the heading of Risk Factors.
  Overview
  Plan of Operations
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Related Party Transactions
  Trends and Uncertainties
  Increasing Demand For Rental Apartments
      Limited New Supply of Working Class Apartments
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Off Balance Sheet Arrangements
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BUSINESS
 Company History
  Business Operations
 Apartment Assets OE Loan  Asset
  As-Completed Valuation
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Refinancing Asset
   Business Strategies
  Insurance
  Competition
  Government Regulations
    Noncompliance with Regulations
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Employees
  
 LEGAL PROCEEDINGS.
  
 DESCRIPTION OF PROPERTY
 Objectives
    26




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##### Table of Contents



MANAGEMENT
 Affiliates
   Name
    
    Age
    
    Offices HeldAnthony Brandlin
    
    
    59
    
    
    ManagerSteven Lovette
    
    
    51
    
    
    Chief Executive OfficerAnthony Boychenko
    
    
    60
    
    
    Chief Financial and Administration Officer
    Significant Employees
  Family Relationships
  Involvement in Certain Legal Proceedings
  
    
    was a general partner or executive officer of any business against which any
bankruptcy petition was filed, either at the time of the bankruptcy or two (2) years
prior to that time;
    
    was convicted in a criminal proceeding or named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
 27




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##### Table of Contents




    
    was subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
    
    was found by a court of competent jurisdiction (civil action), the Securities and
Exchange Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.
  Code of Ethics
  
 MANAGER AND EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  Employment Contracts and Termination of Employment and Change-in-Control Arrangements
  
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  28




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##### Table of Contents



Nature ofBeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassThe Packard Trust
    
    LLC Membership
    
    
    50
    %The Stewart Trust
    
    LLC Membership
    
    
    50
    %All Executive Officers and Managers as a Group (3 persons)
    
    
    
    
    
    
    0
    %
 29




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##### Table of Contents



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Transactions with Management and Others
    1.
    
    Transmit payments due under the Monthly Payment Notes to the Investors as their
interests may appear.2.
    
    Remit any accrued late charges, without offset, to the respective Investors.3.
    
    Provide to the Investor(s), excepting on loans that are payable interest only
and on which principal payments were in fact not made during the year, an accounting of
the Investor(s) unpaid principal balance at the end of each calendar year.4.
    
    Provide to the Investor(s) an accounting of disbursements made each year to the
Investor(s) in a form suitable for federal and state income tax purposes (Form 1099).5.
    
    Notify Investor(s) within 15 days of the delinquency of any installment due
under any of the Notes or the Secured Financing.
    30




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DESCRIPTION OF SECURITIES
    
 NOTES ELIGIBLE FOR RESALE
  31




---



##### Table of Contents



PLAN OF DISTRIBUTION
       How to Subscribe
   32




---



##### Table of Contents



LEGAL MATTERS
  
 EXPERTS
  
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 WHERE YOU CAN FIND ADDITIONAL INFORMATION
   33




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 Report of Independent Registered Public Accounting Firm
    
    F-2Balance Sheet as of September 30, 2008
    
    F-3Notes to Financial Statement
    
    F-4
 F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-2




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##### Table of Contents



Secured Principal, LLC
 Balance Sheet
 As of September 30, 2008
 ASSETSCash
    
    $
    1,001,000Total assets
    
    $
    1,001,000MEMBERS EQUITYMembers equity
    
    $
    1,001,000Total members equity
    
    $
    1,001,000
 F-3




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##### Table of Contents



Secured Principal, LLC
 
 Notes to Financial Statement
 As of September 30, 2008
 1.
    
    Company Organization and Summary of Significant Accounting PoliciesCompany OrganizationSecured Principal LLC (the Company) was established on April 3, 2008 under the laws of
the State of Delaware, and shall continue until dissolved as provided in the Limited
Liability Agreement (the Agreement). The Company was formed to finance the acquisition or
renovation of real estate properties through making loans to related party entities that
will own the properties. The Companys fiscal year ends on each December 31.The Companys members are Packard Trust and Stewart Trust. As of September 30, 2008, the
members made capital contributions as follows:
 Packard Trust
    
    $
    500,500
    
    
    
    50.0
    %Stewart Trust
    
    $
    500,500
    
    
    
    50.0
    %
 Pursuant to the terms of the Agreement, net income/loss from operations will be allocated to
the members in proportion to their percentage interests.Potential Requirement of ConsolidationIn January 2003, the Financial Accounting Standard Board issued FASB Interpretation No. 46
(FIN46), Consolidation of Variable Interest Entities. This interpretation of Accounting
Research Bulletin 51, Consolidated Financial Statements, addresses consolidation by
business enterprises of variable interest entities, in which an enterprise absorbs a
majority of the entitys expected losses, receives a majority of the entitys expected
residual returns, or both, as a result of ownership, contractual or other financial
interests in the entity. The interpretation requires that if a business enterprise has a
controlling financial interest in a variable interest entity, the assets, liabilities, and
results of the activities of the variable interest entity must be included in the
consolidated financial statements with those of the business enterprise. As the Company has
not yet commenced its principal operations, the effect of FIN46 will be evaluated in future
reporting periods.Cash EquivalentsThe cash equivalents consist of highly liquid investments with insignificant principal risk
and with maturities of three months or less from the date of purchase. At times such cash
balances may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limit.
At September 30, 2008, the Company had uninsured cash balance of approximately $750,000.
 F-4




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##### Table of Contents



Secured Principal, LLC
 Notes to Financial Statement
 As of September 30, 2008
 1.
    
    Company Organization and Summary of Significant Accounting Policies (continued)Income TaxesUnder the Internal Revenue Code, the Company is not liable for Federal Income Tax. The
Companys taxable income or loss is allocated to the members in accordance with their
respective percentage ownership. However, the Company is subjected to annual California
State Franchise Tax in addition to the Limited Liability Company Fee of California to be
determined based on its gross revenue received. As of September 30, 2008, no such taxes are
due or payable.Recent Accounting PronouncementsIn September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS 157).
SFAS 157 defines fair value, provides a framework for measuring fair value, and expands the
disclosures required for fair value measurements. SFAS No. 157 applies to other accounting
pronouncements that require fair value measurements; it does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements for fiscal years beginning
after November 15, 2007. However, on December 14, 2007 the FASB issued proposed FASB Staff
Position (FSP) SFAS 157-b (FSP 157-b), which would delay the effective date of SFAS 157
for all non-financial assets and non-financial liabilities, except those that are recognized
or disclosed at fair value in the financial statements on a recurring basis (at least
annually). FSP 157-b partially defers the effective date of SFAS 157 to fiscal years
beginning after November 15, 2008, and interim periods within those fiscal years for items
within the scope of FSP 157-b. The Company does not expect this statement will have a
material impact on the Companys results of operations or financial positionIn February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities(SFAS 159), which creates an
alternative measurement method for certain financial assets and liabilities. SFAS 159 permits fair
value to be used for both the initial and subsequent measurements on a contract-by-contract
election, with changes in fair value to be recognized in earnings as those changes occur. This
election is referred to as the fair value option. SFAS 159 also requires additional disclosures
to compensate for the lack of comparability that will arise from the use of the fair value option.
SFAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption
permitted as of the beginning of a companys fiscal year, provided the company has not yet issued
financial statements for that fiscal year. The Company is also currently evaluating the impact of
this pronouncement on its financial statements.
 F-5




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##### Table of Contents



Secured Principal, LLC
 Notes to Financial Statement
 As of September 30, 2008
 1.
    
    Company Organization and Summary of Significant Accounting Policies (continued)Recent Accounting Pronouncements (continued)In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141R). This statement retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting (which SFAS 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business combination.
This statement defines the acquirer as the entity that obtains control of one or more
businesses in the business combination and establishes the acquisition date as the date that
the acquirer achieves control. This statement requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited exceptions
specified in the statement. This statement applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51,
(SFAS 160). SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary. SFAS 160 also requires that a retained
noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at
its fair value. SFAS 160 is effective for the Companys fiscal year beginning January 1,
2009.
 F-6




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##### Table of Contents



Appendix A-1
 [FORM OF MONTHLY PAYMENT NOTE]
 COMPANY
 SECURED PRINCIPAL, LLC
SECURED PROMISSORY NOTE
MONTHLY PAYMENTS
 $.00
    
    , 2008
 Company  Holder
 Interest and Maturity   st  Maturity Date    Purchase
Agreement  Security Agreement
 Prepayment
 Notices
 Defaults and Remedies
 Events of Default Event of Default
   Appendix A-1-1-




---



##### Table of Contents



Remedies
 Waiver of Notice of Presentment
 Non-Waiver
 Governing Law
 Amendment
  SECURED PRINCIPAL, LLCBy:Name:Title: Appendix A-1-2-




---



##### Table of Contents



Appendix A-2
 [FORM OF ACCRUAL NOTE]
 COMPANY
 SECURED PRINCIPAL, LLC
SECURED PROMISSORY NOTE
ACCRUAL
 $.00
    
    , 2008
 Principal Company  Holder
 Interest and Maturity   Maturity Date    Purchase Agreement  Security Agreement
 Prepayment
 Notices
 Defaults and Remedies
 Events of Default Event of Default
    Appendix A-2-1-




---



##### Table of Contents



Remedies
 Waiver of Notice of Presentment
 Non-Waiver
 Governing Law
 Amendment
  SECURED PRINCIPAL, LLCBy:Name:Title: Appendix A-2-2-




---



##### Table of Contents



Appendix B
 [FORM OF SECURITY AGREEMENT]
 SECURITY AGREEMENT
 
 RECITALS
    AGREEMENT
  Definitions and Interpretation
      Appendix B-1-




---



##### Table of Contents



Grant of Security Interest Attachment 1
 Representations and Warranties
            Appendix B-2-




---



##### Table of Contents



Authorized Actions by Collateral Agent
          Appendix B-3-




---



##### Table of Contents



Default and Remedies
 Default
 Remedies
    Application of Collateral Proceeds
 First
 Second
 Third
 Fourth
  Appendix B-4-




---



##### Table of Contents



Appointment
 Powers and Duties of Collateral Agent, Indemnity by Secured Parties
  Notices
 Collateral Agent:California Loan Servicing Inc.
4695 MacArthur Court, Suite 1100
Newport Beach, California 92660
Attention: Richard Morgan, PresidentDebtor:Secured Principal, LLC
2600 Michelson Drive, Suite 920
Irvine, California 92612
Attention: William Brandlin, Manager
 Nonwaiver
 Amendments and Waivers
 Assignments
 Cumulative Rights, etc
 Appendix B-5-




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##### Table of Contents



Partial Invalidity
 Expenses
 Entire Agreement
 Other Interpretive Provisions
 Governing Law
 Counterparts
  SECURED PRINCIPAL, LLC.
a Delaware limited liability companyBy:Name::Its: AGREED:

As Collateral Agent:a : By: :Name: :Its : : Appendix B-6-




---



##### Table of Contents



ATTACHMENT 1
TO SECURITY AGREEMENT
                   Appendix B-7-




---



##### Table of Contents



SCHEDULE A
 PERMITTED LIENS
 Appendix B-8-




---



##### Table of Contents



Appendix C
 [FORM OF SERVICING AGREEMENT]
 COLLATERAL AGENT SERVICING AGREEMENT  COLLATERAL FOR INVESTOR NOTES
  RECITALS
       Engagement
 Standard of Care
  Collateral Agent Servicing Activities  No Default
 All Apartment Loan Notes
 Appendix C-1-




---



##### Table of Contents



Apartment Loan Notes Secured by Real Property
 Apartment Loan Notes Secured By Membership Interests
  Company Control Agreement
 Perfection of Collateral by Filing
 Other Perfection Steps
 Cooperation by Company
 Company Servicing Activities
 Collections
 Calculations
 Billings
 Insurance Coverage
 Tax Service
 Appendix C-2-




---



##### Table of Contents



Respond to Inquiries
 Perfection of Collateral by Filing
 Other Perfection Steps
 Development Documents
 Transfer of Projects
 Project Inspections
      Enforcement of Loan Obligations
 Appendix C-3-




---



##### Table of Contents



Foreclosure
        Consultants
 Appendix C-4-




---



##### Table of Contents



Company Obligation to Pay or Reimburse Fees, Expenses and Advances
   Notice to Company and Company Opportunity to Cure
 Failure of Company to Cure; Foreclosure
 Collection, Segregation and Deposit of Funds
     Appendix C-5-




---



##### Table of Contents



Remittance of Funds
 Reporting Requirements
              Appendix C-6-




---



##### Table of Contents



Insurance
 Servicing of all Loans
 Additional Duties of Collateral Agent for Commercial Construction Loans
  Regular Fees
 Other Charges
  By the Holders
 By a Court of Competent Jurisdiction
 Appendix C-7-




---



##### Table of Contents



Duration of the Agreement
 Duties and Rights Upon Termination
  Notices
 Collateral Agent:
    
    California Loan Servicing, Inc.
4695 MacArthur Court, Suite 1100
Newport Beach, CA 92660
Attn: Richard MorganCompany:
    
    Secured Principal, LLC
2600 Michelson Dr. #920
Irvine, CA 92612Attn: William Brandlin
  Governing Law
 Construction
 Entire Agreement as to Servicing
 Invalidity of Provision
 Appendix C-8-




---



##### Table of Contents



Time
 No Assignment by Collateral Agent
 Attorneys Fees
 No Third-Party Beneficiary
 Remedies Cumulative
 Counterparts
  SECURED PRINCIPAL, LLC
a Delaware limited liability companyBy:
    /s/ William A. BrandlinName:
    William A. BrandlinIts: ManagerAPARTMENT ASSETS, LLC
a Delaware limited liability companyBy:
    /s/ Michael J. StewartName:
    Michael J. StewartIts: ManagerCALIFORNIA LOAN SERVICING, INC.
a California corporationBy:
    /s/ Richard G. MorganName:
    Richard G. MorganIts: President Appendix C-9-




---



##### Table of Contents



Appendix D
 PAST PERFORMANCE
 Funding
    
    Payoff
    
    Securing Property
    
    Type
    
    Funding
    
    Units
    
    Status5/10/99
    
    7/3/01
    
    709 E. 3rd Street,  Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    16
    
    
    Fully Repaid  Never Late9/15/99
    
    9/25/01
    
    1135 Raymond Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    75,000
    
    
    
    9
    
    
    Fully Repaid  Never Late7/10/00
    
    11/1/01
    
    1121, 1164, 1170 Daisy Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    125,000
    
    
    
    36
    
    
    Fully Repaid  Never Late10/12/00
    
    10/3/01
    
    3553 Lou Ella Lane, Riverside, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    28
    
    
    Fully Repaid  Never Late12/1/00
    
    11/1/02
    
    1734-52 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    90,000
    
    
    
    28
    
    
    Fully Repaid  Never Late1/30/01
    
    9/18/00
    
    1346-1400-1410 Florida Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    125,000
    
    
    
    25
    
    
    Fully Repaid  Never Late2/21/01
    
    8/26/02
    
    1959 Chestnut Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    165,000
    
    
    
    22
    
    
    Fully Repaid  Never Late5/22/01
    
    8/23/02
    
    1349 Ohio Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    135,000
    
    
    
    18
    
    
    Fully Repaid  Never Late5/22/01
    
    12/31/02
    
    429 W. 8th Street, Long Beach, CA
    
    Multi-Family
    
    $
    120,000
    
    
    
    12
    
    
    Fully Repaid  Never Late6/1/01
    
    6/30/03
    
    3486 Anderson, Riverside, CA
    
    Multi-Family
    
    $
    120,000
    
    
    
    16
    
    
    Fully Repaid  Never Late6/26/01
    
    6/30/03
    
    310 Lime Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    100,000
    
    
    
    10
    
    
    Fully Repaid  Never Late7/5/01
    
    8/23/02
    
    1870-90 Harbor Drive, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    27
    
    
    Fully Repaid  Never Late7/10/01
    
    8/23/02
    
    1705-1711 E. 10th Street, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    18
    
    
    Fully Repaid  Never Late7/31/01
    
    9/3/02
    
    2032-52 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    450,000
    
    
    
    62
    
    
    Fully Repaid  Never Late7/31/01
    
    6/30/03
    
    709 E. 3rd Street, Long Beach, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    16
    
    
    Fully Repaid  Never Late9/5/01
    
    8/23/02
    
    985 Park Circle, Long Beach, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    18
    
    
    Fully Repaid  Never Late10/2/01
    
    8/23/02
    
    1212 Termino Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    100,000
    
    
    
    8
    
    
    Fully Repaid  Never Late10/3/01
    
    9/3/02
    
    3553 Lou Ella Lane, Riverside, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    28
    
    
    Fully Repaid  Never Late10/16/01
    
    10/1/02
    
    117 E. 8th Street, Long Beach, CA
    
    Assisted Living
    
    $
    1,000,000
    
    
    
    117
    
    
    Fully Repaid  Never Late10/16/01
    
    6/30/03
    
    1480 7th Street, Riverside, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    25
    
    
    Fully Repaid  Never Late11/8/01
    
    12/17/02
    
    1121, 1164, 1170 Daisy Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    350,000
    
    
    
    36
    
    
    Fully Repaid  Never Late11/8/01
    
    7/1/03
    
    1133-35 Raymond Ave, Long Beach, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    15
    
    
    Fully Repaid  Never Late11/30/01
    
    4/24/02
    
    1752 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    7
    
    
    Fully Repaid  Never Late12/3/01
    
    4/24/02
    
    1744 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    7
    
    
    Fully Repaid  Never Late12/6/01
    
    4/24/02
    
    1734 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    7
    
    
    Fully Repaid  Never Late12/7/01
    
    4/24/02
    
    1738 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    7
    
    
    Fully Repaid  Never Late1/22/02
    
    12/31/02
    
    1346-1400-1410 Florida Street, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    25
    
    
    Fully Repaid  Never Late
 Appendix D-1-




---



##### Table of Contents



Funding
    
    Payoff
    
    Securing Property
    
    Type
    
    Funding
    
    Units
    
    Status1/27/02
    
    8/23/02
    
    1585 Pacific Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    90,000
    
    
    
    10
    
    
    Fully Repaid  Never Late2/1/02
    
    2/15/03
    
    125 E. 8TH Street, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late2/6/02
    
    10/27/03
    
    1740 Loma Vista Street, Riverside, CA
    
    Multi-Family
    
    $
    280,000
    
    
    
    28
    
    
    Fully Repaid  Never Late2/19/02
    
    11/22/02
    
    1733 7th Street, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    21
    
    
    Fully Repaid  Never Late2/21/02
    
    10/27/03
    
    3439 Anderson Avenue, Riverside, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    17
    
    
    Fully Repaid  Never Late3/1/02
    
    11/10/03
    
    1856 Loma Vista, Riverside, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    18
    
    
    Fully Repaid  Never Late4/3/02
    
    12/11/03
    
    1705 7th Street, Riverside, CA
    
    Multi-Family
    
    $
    175,000
    
    
    
    12
    
    
    Fully Repaid  Never Late4/3/02
    
    4/30/03
    
    2005 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    26
    
    
    Fully Repaid  Never Late4/3/02
    
    12/1/03
    
    3735 Kansas Avenue, Riverside, CA
    
    Multi-Family
    
    $
    175,000
    
    
    
    16
    
    
    Fully Repaid  Never Late4/22/02
    
    11/1/03
    
    1744-52 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    225,000
    
    
    
    14
    
    
    Fully Repaid  Never Late5/13/02
    
    4/1/05
    
    1336 19th Street, Long Beach, CA
    
    Multi-Family
    
    $
    125,000
    
    
    
    9
    
    
    Fully Repaid  Never Late5/15/02
    
    8/14/02
    
    2160-78 Magnolia Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    10
    
    
    Fully Repaid  Never Late5/21/02
    
    11/1/03
    
    1734-38 Juno Avenue, Anaheim, CA
    
    Multi-Family
    
    $
    225,000
    
    
    
    14
    
    
    Fully Repaid  Never Late5/22/02
    
    1/7/05
    
    3580 Pacific Coast Highway, Long Beach, CA
    
    Commercial
    
    $
    450,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late5/23/02
    
    7/30/04
    
    1255 19th Street, Long Beach, CA
    
    Multi-Family
    
    $
    110,000
    
    
    
    9
    
    
    Fully Repaid  Never Late5/31/02
    
    5/28/04
    
    450 W. 4th Street, Long Beach, CA
    
    Multi-Family
    
    $
    125,000
    
    
    
    9
    
    
    Fully Repaid  Never Late6/25/02
    
    12/1/03
    
    2045 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    16
    
    
    Fully Repaid  Never Late6/28/02
    
    5/26/04
    
    1075 E. South Street, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    18
    
    
    Fully Repaid  Never Late6/28/02
    
    12/1/03
    
    1085 Walnut Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    125,000
    
    
    
    7
    
    
    Fully Repaid  Never Late7/15/02
    
    2/1/04
    
    #1  Banc of America  Tax Credits
    
    Assisted Living
    
    $
    300,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late7/15/02
    
    8/12/04
    
    3425 Fairmont Boulevard, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    15
    
    
    Fully Repaid  Never Late7/19/02
    
    12/1/03
    
    5524-26 Atlantic Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    175,000
    
    
    
    12
    
    
    Fully Repaid  Never Late7/19/02
    
    12/12/03
    
    924 Gaviota Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    175,000
    
    
    
    8
    
    
    Fully Repaid  Never Late7/26/02
    
    12/10/03
    
    1622 Junipero Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    225,000
    
    
    
    9
    
    
    Fully Repaid  Never Late8/1/02
    
    9/7/04
    
    #2  Banc of America  Tax Credits
    
    Assisted Living
    
    $
    375,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late8/15/02
    
    11/12/03
    
    1352 Molino Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    8
    
    
    Fully Repaid  Never Late8/30/02
    
    8/12/05
    
    3552 Lou Ella Lane, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    16
    
    
    Fully Repaid  Never Late9/15/02
    
    10/20/05
    
    #3  Banc of America  Tax Credits
    
    Assisted Living
    
    $
    450,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late9/25/02
    
    10/27/03
    
    3460 Anderson Avenue, Riverside, CA
    
    Multi-Family
    
    $
    275,000
    
    
    
    16
    
    
    Fully Repaid  Never Late
 Appendix D-2-




---



##### Table of Contents



Funding
    
    Payoff
    
    Securing Property
    
    Type
    
    Funding
    
    Units
    
    Status10/4/02
    
    4/1/05
    
    1870-90 Harbor Drive, Long Beach, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    27
    
    
    Fully Repaid  Never Late10/8/02
    
    12/12/03
    
    1525 Pine Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    32
    
    
    Fully Repaid  Never Late10/15/02
    
    11/13/03
    
    1042 Gladys Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    8
    
    
    Fully Repaid  Never Late10/30/02
    
    11/13/03
    
    1212 Termino Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    75,000
    
    
    
    8
    
    
    Fully Repaid  Never Late10/30/02
    
    12/12/03
    
    2160-78 Magnolia Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    10
    
    
    Fully Repaid  Never Late11/30/02
    
    8/1/07
    
    #4  Banc of America  Tax Credits
    
    Assisted Living
    
    $
    500,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late1/15/03
    
    OPEN
    
    #5  Banc of America  Tax Credits
    
    Assisted Living
    
    $
    600,000
    
    
    
    N/A
    
    
    Open  Performing  Never Late1/23/03
    
    3/15/05
    
    1121, 1164, 1170 Daisy Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    1,000,000
    
    
    
    36
    
    
    Fully Repaid  Never Late1/27/03
    
    9/28/05
    
    3553 Lou Ella Lane, Riverside, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    28
    
    
    Fully Repaid  Never Late2/11/03
    
    4/20/04
    
    1700 Orizaba Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    100,000
    
    
    
    8
    
    
    Fully Repaid  Never Late2/13/03
    
    11/5/04
    
    985 Park Circle, Long Beach, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    18
    
    
    Fully Repaid  Never Late2/19/03
    
    6/15/04
    
    1130 Newport Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    20
    
    
    Fully Repaid  Never Late3/1/03
    
    OPEN
    
    #6  Banc of America  Tax Credits
    
    Assisted Living
    
    $
    1,100,000
    
    
    
    N/A
    
    
    Open  Performing  Never Late3/3/03
    
    2/13/04
    
    1129 Cedar Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    11
    
    
    Fully Repaid  Never Late3/3/03
    
    3/25/04
    
    2151 Pasadena Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    9
    
    
    Fully Repaid  Never Late3/20/03
    
    9/2/04
    
    1935-45 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    20
    
    
    Fully Repaid  Never Late4/3/03
    
    12/31/03
    
    639 W. 4th Street, Long Beach, CA
    
    Multi-Family
    
    $
    120,000
    
    
    
    14
    
    
    Fully Repaid  Never Late4/7/03
    
    2/10/05
    
    453 W. 7th Street,  Long Leach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    10
    
    
    Fully Repaid  Never Late4/17/03
    
    6/22/05
    
    1754-66 Loma Vista Street, Riverside, CA
    
    Multi-Family
    
    $
    175,000
    
    
    
    12
    
    
    Fully Repaid  Never Late4/23/03
    
    10/30/03
    
    1585 Pacific Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    10
    
    
    Fully Repaid  Never Late4/24/03
    
    10/18/04
    
    1127 E. 4th Street, Long Beach, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    14
    
    
    Fully Repaid  Never Late4/30/03
    
    5/7/04
    
    1968 Chestnut Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    175,000
    
    
    
    14
    
    
    Fully Repaid  Never Late5/12/03
    
    6/13/05
    
    1610 Cherry Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    275,000
    
    
    
    12
    
    
    Fully Repaid  Never Late5/15/03
    
    6/14/05
    
    1742 Cherry Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    275,000
    
    
    
    12
    
    
    Fully Repaid  Never Late5/15/03
    
    4/12/05
    
    2270 Earl Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    225,000
    
    
    
    8
    
    
    Fully Repaid  Never Late6/26/03
    
    9/28/05
    
    1959 Chestnut Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    600,000
    
    
    
    22
    
    
    Fully Repaid  Never Late7/24/03
    
    2/28/06
    
    1349 Ohio Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    18
    
    
    Fully Repaid  Never Late8/8/03
    
    6/14/05
    
    2225-2333 Pine Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    16
    
    
    Fully Repaid  Never Late
 Appendix D-3-




---



##### Table of Contents



Funding
    
    Payoff
    
    Securing Property
    
    Type
    
    Funding
    
    Units
    
    Status8/27/03
    
    6/11/04
    
    1190 Newport Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    19
    
    
    Fully Repaid  Never Late8/29/03
    
    6/15/05
    
    2005 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    26
    
    
    Fully Repaid  Never Late10/3/03
    
    OPEN
    
    1480 7th Street, Riverside, CA
    
    Multi-Family
    
    $
    1,000,000
    
    
    
    25
    
    
    Fully Repaid  Never Late9/23/03
    
    3/8/06
    
    1705-11 10th Street, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    18
    
    
    Fully Repaid  Never Late12/23/03
    
    9/28/05
    
    1725 Sherman Way, Long Beach, CA
    
    Multi-Family
    
    $
    450,000
    
    
    
    12
    
    
    Fully Repaid  Never Late12/24/03
    
    7/8/05
    
    201-09 12th Street, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    28
    
    
    Fully Repaid  Never Late10/16/03
    
    7/20/05
    
    612-622 Nebraska Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    20
    
    
    Fully Repaid  Never Late10/24/03
    
    11/30/07
    
    2065 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    24
    
    
    Fully Repaid  Never Late11/5/03
    
    4/28/05
    
    2315 Earl Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    150,000
    
    
    
    8
    
    
    Fully Repaid  Never Late12/8/03
    
    11/30/07
    
    3439 Anderson Avenue, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    17
    
    
    Fully Repaid  Never Late10/31/03
    
    11/30/07
    
    3486 Anderson Avenue, Riverside, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    16
    
    
    Fully Repaid  Never Late12/31/03
    
    1/4/08
    
    3626 Pacific Coast Highway, Long Beach, CA
    
    Commercial
    
    $
    400,000
    
    
    
    N/A
    
    
    Fully Repaid  Never Late12/2/03
    
    10/22/04
    
    6841 Obispo Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    350,000
    
    
    
    16
    
    
    Fully Repaid  Never Late12/2/03
    
    6/14/05
    
    709 E. 3rd St./310 Lime Ave., Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    26
    
    
    Fully Repaid  Never Late1/27/04
    
    12/23/05
    
    758 Rose Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    550,000
    
    
    
    26
    
    
    Fully Repaid  Never Late3/30/04
    
    2/7/05
    
    1212 Termino Ave./1042 Gladys Ave., Long Beach, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    16
    
    
    Fully Repaid  Never Late1/28/04
    
    1/25/06
    
    Massachusetts & Atlanta, Riverside, CA
    
    Multi-Family
    
    $
    900,000
    
    
    
    72
    
    
    Fully Repaid  Never Late2/2/04
    
    11/30/07
    
    1740 Loma Vista Street, Riverside, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    28
    
    
    Fully Repaid  Never Late3/3/04
    
    OPEN
    
    1525 Pine Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    32
    
    
    Fully Repaid  Never Late3/2/04
    
    11/30/07
    
    3460 Anderson Avenue, Riverside, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    16
    
    
    Fully Repaid  Never Late3/23/04
    
    4/7/08
    
    1733 7th St./1856 Loma Vista Ave., Riverside, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    39
    
    
    Fully Repaid  Never Late4/16/04
    
    11/30/07
    
    1705 7th St./3735 Kansas Ave., Riverside, CA
    
    Multi-Family
    
    $
    600,000
    
    
    
    34
    
    
    Fully Repaid  Never Late5/21/04
    
    3/1/06
    
    709 Elm/1365 Ohio/638 Nebraska, Long Beach, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    26
    
    
    Fully Repaid  Never Late6/15/04
    
    OPEN
    
    125 E. 8th Street, Long Beach, CA
    
    Multi-Family
    
    $
    800,000
    
    
    
    N/A
    
    
    Open  Performing  Never Late7/20/04
    
    3/25/05
    
    1700 Orizaba Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    200,000
    
    
    
    8
    
    
    Fully Repaid  Never Late7/21/04
    
    OPEN
    
    65 E. Olive Avenue, Gilbert, AZ
    
    Multi-Family
    
    $
    3,250,000
    
    
    
    120
    
    
    Open  Performing  Never Late12/15/04
    
    5/8/06
    
    400 N. 99th Street, Tolleson, AZ
    
    Multi-Family
    
    $
    900,000
    
    
    
    76
    
    
    Fully Repaid  Never Late12/23/04
    
    OPEN
    
    1130-1190 Newport Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    1,200,000
    
    
    
    39
    
    
    Fully Repaid  Never Late
 Appendix D-4-




---



##### Table of Contents



Funding
    
    Payoff
    
    Securing Property
    
    Type
    
    Funding
    
    Units
    
    Status3/15/05
    
    OPEN
    
    1121, 1164, 1170 Daisy Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    2,000,000
    
    
    
    36
    
    
    Open  Performing  Never Late4/1/05
    
    11/30/07
    
    1765 Cedar Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    12
    
    
    Fully Repaid  Never Late4/25/05
    
    11/30/07
    
    924 Gaviota Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    8
    
    
    Fully Repaid  Never Late5/19/05
    
    OPEN
    
    2032 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    900,000
    
    
    
    31
    
    
    Open  Performing  Never Late6/8/05
    
    4/8/08
    
    151 E. 1st Street, Mesa, AZ
    
    Multi-Family
    
    $
    2,350,000
    
    
    
    210
    
    
    Fully Repaid  Never Late6/17/05
    
    OPEN
    
    2052 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    900,000
    
    
    
    31
    
    
    Open  Performing  Never Late9/13/05
    
    OPEN
    
    709 E. 3rd Street, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    16
    
    
    Open  Performing  Never Late9/28/05
    
    OPEN
    
    2225-33 Pine Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    450,000
    
    
    
    16
    
    
    Open  Performing  Never Late10/21/05
    
    OPEN
    
    PPA Holdings  Portfolio I
    
    Multi-Family
    
    $
    3,000,000
    
    
    
    1,449
    
    
    Open  Performing  Never Late10/31/05
    
    OPEN
    
    1120 Sycamore Street, Mesa, AZ
    
    Multi-Family
    
    $
    1,500,000
    
    
    
    120
    
    
    Fully Repaid  Never Late12/1/05
    
    OPEN
    
    PPA Holdings  Portfolio II
    
    Multi-Family
    
    $
    3,000,000
    
    
    
    1,449
    
    
    Open  Performing  Never Late1/23/06
    
    11/30/07
    
    1025 Cherry Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    260,000
    
    
    
    8
    
    
    Fully Repaid  Never Late2/2/06
    
    OPEN
    
    2005 Linden Street, Riverside, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    26
    
    
    Open  Performing  Never Late2/5/06
    
    OPEN
    
    PPA Holdings  Portfolio III
    
    Multi-Family
    
    $
    3,000,000
    
    
    
    1,477
    
    
    Open  Performing  Never Late3/20/06
    
    OPEN
    
    PPA Holdings  Portfolio IV
    
    Multi-Family
    
    $
    3,000,000
    
    
    
    1,477
    
    
    Open  Performing  Never Late5/12/06
    
    OPEN
    
    1959 Chestnut & 1349 Ohio, Long Beach, CA
    
    Multi-Family
    
    $
    1,500,000
    
    
    
    40
    
    
    Open  Performing  Never Late6/7/06
    
    OPEN
    
    Pacific Property Assets  Portfolio
    
    Multi-Family & Comm.
    
    $
    4,500,000
    
    
    
    207
    
    
    Open  Performing  Never Late8/1/06
    
    9/22/08
    
    Country Club Verandas
    
    Multi-Family
    
    $
    4,500,000
    
    
    
    348
    
    
    Fully Repaid  Never Late2/1/07
    
    OPEN
    
    1742 Cherry Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    12
    
    
    Open  Performing  Never Late2/1/07
    
    OPEN
    
    1610 Cherry Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    500,000
    
    
    
    12
    
    
    Open  Performing  Never Late2/1/07
    
    OPEN
    
    1725 Sherman Way, Long Beach, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    12
    
    
    Open  Performing  Never Late2/21/07
    
    11/30/07
    
    630 Nebraska Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    400,000
    
    
    
    6
    
    
    Fully Repaid  Never Late
 Appendix D-5-




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##### Table of Contents



Funding
    
    Payoff
    
    Securing Property
    
    Type
    
    Funding
    
    Units
    
    Status2/21/07
    
    OPEN
    
    1365 Ohio Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    300,000
    
    
    
    8
    
    
    Open  Performing  Never Late2/22/07
    
    OPEN
    
    638 Nebraska Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    250,000
    
    
    
    8
    
    
    Open  Performing  Never Late3/23/07
    
    OPEN
    
    Massachusetts & Atlanta, Riverside, CA
    
    Multi-Family
    
    $
    1,700,000
    
    
    
    72
    
    
    Open  Performing  Never Late4/30/07
    
    OPEN
    
    1525 Pine Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    1,000,000
    
    
    
    32
    
    
    Open  Performing  Never Late5/11/07
    
    OPEN
    
    Bell Cove Apartments
    
    Multi-Family
    
    $
    3,500,000
    
    
    
    256
    
    
    Open  Performing  Never Late6/21/07
    
    OPEN
    
    Sundancer Apartments
    
    Multi-Family
    
    $
    1,750,000
    
    
    
    76
    
    
    Open  Performing  Never Late7/16/07
    
    OPEN
    
    Country Club Greens
    
    Multi-Family
    
    $
    1,000,000
    
    
    
    68
    
    
    Open  Performing  Never Late8/21/07
    
    OPEN
    
    1436-1480 Seventh Street, Riverside, CA
    
    Multi-Family
    
    $
    2,500,000
    
    
    
    50
    
    
    Open  Performing  Never Late9/17/07
    
    OPEN
    
    Vista Village Apartments
    
    Multi-Family
    
    $
    2,500,000
    
    
    
    60
    
    
    Open  Performing  Never Late9/28/07
    
    OPEN
    
    Sycamore Shadows Apartments
    
    Multi-Family
    
    $
    1,500,000
    
    
    
    120
    
    
    Open  Performing  Never Late11/26/07
    
    OPEN
    
    Dobson Springs
    
    Multi-Family
    
    $
    5,000,000
    
    
    
    120
    
    
    Open  Performing  Never Late12/3/07
    
    OPEN
    
    2130 W. Indian School, Phoenix, Az
    
    Multi-Family
    
    $
    1,500,000
    
    
    
    72
    
    
    Open  Performing  Never Late1/2/08
    
    OPEN
    
    758 Rose Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    1,750,000
    
    
    
    26
    
    
    Open  Performing  Never Late1/14/08
    
    OPEN
    
    612-622 Nebraska Avenue, Long Beach, CA
    
    Multi-Family
    
    $
    2,250,000
    
    
    
    13
    
    
    Open  Performing  Never Late2/11/08
    
    OPEN
    
    Cimarron Apartments
    
    Multi-Family
    
    $
    7,500,000
    
    
    
    210
    
    
    Open  Performing  Never LateTOTAL OF ALL OFFERINGS
    
    
    
    $
    106,465,000.00
 Appendix D-6-




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##### Table of Contents



Appendix E
 [FORM OF SECURED NOTE PURCHASE AGREEMENT]
 Agreement  Company Purchaser Annex I Schedule of Purchaser Information  Appendix A-1 Appendix A-2 Note Purchasers Notes Purchase Agreements
   Appendix B Security Agreement Appendix C Servicing
Agreement
  
 Purchase and Sale of Notes
 Registration of Notes
 
  Investment Representations
 Appendix E-1-




---



##### Table of Contents



Knowledge, Experience and Due Diligence
 Financial Criteria
 Residency
 Electronic Funds Transfer Information
 
  Organization of the Company Material Adverse Effect
 Corporate Action
 Insurance
 No Conflict; Governmental Consents
  Appendix E-2-




---



##### Table of Contents



Title to Properties and Assets
 Taxes
 Disclosure
 
 Miscellaneous
 Signature Page Follows
 Appendix E-3-




---



##### Table of Contents



SECURED PRINCIPAL, LLC__________, 2008
    By:Name:Title: PURCHASER:Name:
  Appendix E-4-




---



##### Table of Contents



Annex I
 Schedule of Purchaser Information
 Name and Address of Purchaser
    
    Commitment Amount$
 
 
    
 
  
 
 
 Appendix E-5-




---



##### Table of Contents



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 ITEM 24. INDEMNIFICATION OF MANAGERS AND OFFICERS
   ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
  SEC registration fee
    
    $Legal fees and expensesAccountants fees and expensesPrinting expensesTotal
    
    $
  ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
  II-1




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##### Table of Contents



ITEM 27. EXHIBITS
 (a) Exhibits
 Exhibit No.
    
    Description
    
    Location3.1
    
    Certificate of Formation of Secured Principal, LLC*3.2
    
    Limited Liability Company Agreement of Secured Principal, LLC *4.1
    
    Form of Monthly Payment Note*
    
    Appendix A-1 to Prospectus4.2
    
    Form of Accrual Note*
    
    Appendix A-2 to Prospectus4.3
    
    Form of Security Agreement*
    
    Appendix B to Prospectus4.4
    
    Form of Secured Note Purchase Agreement*
    
    Appendix E to Prospectus10.1
    
    Collateral Agent Servicing Agreement, Collateral for Investor Notes*
    
    Appendix C to Prospectus23.1
    
    Consent of Haskell & White LLP*99.1
    
    Form of Promissory Note from OE to Secured
Principal*99.2
    
    Form of Security Agreement from OE to Secured
Principal*99.3
    
    Form of Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing from
OE to Secured Principal*99.4
    
    Form of Security Agreement (Pledge of Limited
Liability Company Interest) from Apartment Assets
to Secured Principal*99.5
    
    Form of Environmental Indemnity Agreement from
Apartment Assets to Secured Principal*99.6
    
    Form of Guaranty from Apartment Assets to Secured
Principal*
 
 *
    
    Filed herewith. ITEM 28. UNDERTAKINGS
  (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by section 10(a)(3) of the
Securities Act; and(ii)
    
    To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
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price represent no more than a twenty percent (20%) change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement.
 (2)
    
    For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities offered, and
the offering of the securities at that time to be the initial bona fide offering.(3)
    
    To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.(4)
    
    For determining liability of the undersigned issuer under the Securities Act to
any Investor in the initial distribution of the securities, the undersigned issuer
undertakes that in a primary offering of securities of the undersigned issuer pursuant
to this registration statement, regardless of the underwriting method used to sell the
securities to the Investor, if the securities are offered or sold to such Investor by
means of any of the following communication, the undersigned issuer will be a seller to
the Investor and will be considered to offer or sell such securities to such Investor:
 (i)
    
    Any preliminary prospectus or prospectus of the undersigned
issuer relating to the offering required to be filed pursuant to Rule 424(ii)
    
    Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned issuer or used or referred to by the undersigned
issuer;(iii)
    
    The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned issuer or its
securities provided by or on behalf of the undersigned issuer; and(iv)
    
    Any other communication that is an offer in the offering made by
the undersigned issuer to the Investor.
    (i)
    
    Each prospectus filed by the undersigned issuer pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and(ii)
    
    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement
will, as to a Investor with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date.
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SIGNATURES
 rd
 SECURED PRINCIPAL, LLCBy:
    /s/ Anthony BrandlinAnthony BrandlinManager  SIGNATURE
    
    
    
    TITLE
    
    
    
    DATEBy:
    
    /s/ Anthony Brandlin
    
    
    
    Manager
    
    
    
    October 23, 2008By:
    
    /s/ Steven Lovette
    
    
    
    Chief Executive Officer
    
    
    
    October 24, 2008By:
    
    /s/ Anthony Boychenko
    
    
    
    Chief Financial and Administration Officer
    
    
    
    October 23, 2008
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EXHIBIT INDEX
 Exhibit No.
    
    Description
    
    Location3.1
    
    Certificate of Formation of Secured Principal, LLC*3.2
    
    Limited Liability Company Agreement of Secured Principal, LLC *4.1
    
    Form of Monthly Payment Note*
    
    Appendix A-1 to Prospectus4.2
    
    Form of Accrual Note*
    
    Appendix A-2 to Prospectus4.3
    
    Form of Security Agreement*
    
    Appendix B to Prospectus4.4
    
    Form of Secured Note Purchase Agreement*
    
    Appendix E to Prospectus10.1
    
    Collateral Agent Servicing Agreement, Collateral for Investor Notes*
    
    Appendix C to Prospectus23.1
    
    Consent of Haskell & White LLP*99.1
    
    Form of Promissory Note from OE to Secured
Principal*99.2
    
    Form of Security Agreement from OE to Secured
Principal*99.3
    
    Form of Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing from
OE to Secured Principal*99.4
    
    Form of Security Agreement (Pledge of Limited
Liability Company Interest) from Apartment Assets
to Secured Principal*99.5
    
    Form of Environmental Indemnity Agreement from
Apartment Assets to Secured Principal*99.6
    
    Form of Guaranty from Apartment Assets to Secured
Principal*
 
 *
    
    Filed herewith. II-5