Strategic Passive Advisors, LLC 

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

The Project: 804 Drayton St. Savannah Ga.

The Project: 804 Drayton St. Savannah Ga.

The Location and Renderings:

The Location and Renderings:

We couldn’t ask for a better location. Located on the park and next door to Hotel Bardo. The free tourist trolley pics up at our front door every 30 minutes. 1 block to the east is a Kroger grocery store – the only one downtown. The park is host to many, many events every year and a main stopping point for tourists and locals alike. Jazz festivals, art exhibitions, food festivals, you name it and it is right out the front door. The renderings are very similar to the luxury we will provide in each apartment. Desiger appliances and furniture, 65” smart TVs, Keurig coffee and cappicino/espresso makers, automation for curtains and lights. Hard-wired internet connections for top-level execs who cannot use wifi, egyptian cotton sheets, electric bikes for gettiing around town. Each guest will receive a warm welcome with wines, cheeses and local craft beer in the fridge. We will exceed every expection of our guests, as you would expect from a 5 star resort.

The Amenities:

The Amenities:

It is importannt to note that the amenaties sets us apart from any corporate housing, or when the time comes, short term vacation rental housing. By Partnering with Hotal Bardo, our guests have free use and access to all their amenities.

This is a gamechanger. Not only will our guests have beautiful Forsyth Park at their disposale, they have free access to 5 star amenities right next door at no additional cost. This will most certainly make our units standout and over time, we will be able to substantially increase our rates with this offering.

Before we get too far ahead of ourselves, let’s talk about that freebie parking lot we got! Parking in Savannah is notoriously bad. Off street parking is nearly impossible to come by. We have 25 spots across the street from the world famous Forsyth Park and right next door the nicest hotel in Savannah, Hotel Bardo. They too have parking problems and have leased 15 of our spots on a 10 year lease for $4500/mo. In exchange, all our guests get free access to their five-star ameneties like the pool, gym, spa, etc. Obviously, these other corporate units don’t offer this level of luxury, or location. As such we know our projections are likely far lower than expectations. On the remaining 10 spots we have, they will be metered spots charging $3/hr, $45/24hrs and for our guests $15/24hrs.

Here we have the worst corporate housing we could find that would accommodate the same number of guests as ours.

I think we could all agree that this place is a real dump, but it is a dump that rents for a little over $4k/month. Why, because the demand for corprate house in Savannah is through the roof.

We have done about $30mm in this market over just the last two years, so we do know a little something about where the actual projections will land for us, but to be fair, we tried to find the nicest corporate rental we could find. Keep in mind, this one is again, not in a great location like ours, doesn’t have the luxury features ours will and does not have the 5-star Hotel Bardo amenities ours does.

Investment: $3,550,000
Gross Rent: $395,520 ($4,500/mo (x4) and $5,500 (x4) with 80% occupancy)
Parking: $54,000/Hotel Bardo / $86,400(10 spots at an average of $30/day 80% occupancy),
Gross Revenues: $535,920, or 15.09%
Operating Expenses: $48,000 
Net Profit: $487,920, or 13.74%

The Actual Projections:

The Actual Projections:

The two above are obviously conservative projections based on both the worst and the best we could find. We are still in communication with corprate housing managers to determine what we will rent ours for, but as of today we intend to rent the four units facing the park for $5,500/month and the four units in the back for $4,800/month.

It takes about 3 years to get short term rental certification in Savannah. Once we have it, we will have a game changer in the monthly revenues. It is important to know the above projections do not take into account Hotel Bardo over sold accomidations, where if we have availability, they will push the guests to us at their advertised suite rate, which is between $550 and $1500 per night, based on season..

Short Term Vacation Rental Projections:

Short Term Vacation Rental Projections:

Once the city gives us our short term vacation rental certification, our revenues will grow substantially, but so will our operating costs. Running and owning similar sized STVRs in the past, we have a pretty good feel for what those numbers will look like. We also know what needs to be done in order to maintain 5-star reviews for our STVRs. Although Savannah doesn’t really have an off-season, spirng, summer and fall are obviously our busiest months and in the winter we get snowbirds who stay for 3-6 months at a time. We couldn’t really base our projections on similar AirBnb properties, because nothing has our location, or amenities package, or even the extras we throw in for free, like e-bikes to get around on. In addition, if you are a family of four, would you rather stay in queen beds at Hotel Bardo, or rightnext door in a one-bedroom apartment. Would you rather pay $500/nt and $55 for parking, or $350/nt and $15 for parking?

Now something we need to consider, is that when we are STVR certified, we will effectively be a direct competitor to Hotel Bardo and the cost of our units should technicaly meet, or exceed Hotel Bardo rates. Our apartments will have nicer in unit furniture, TVs, electric bikes and other ameneties, in addition to the use of Hotel Bardo ameneties. In theory and probably in reality, or rates should be equal too, or greater than Bardo. The following screenshot is the cost of a standard double room, which sleeps four for a reservation for 4 nights at the end of March, 2024. As you can see, our projections are based on half that amount per night for the entire year.

Case in point, once a STVR we will be competing with other STVRs, but when somebody searches for hotels on Kayak, Expedia, etc., STVRs pop up as well. Due to our proximity and access, our pricepoints are going to be more intune with Hotel Bardo, not a typical AirBnB. That said, we have used what we feel is an extremely low and conservative number for our projections. In all liklihood you could assume that the following projections are half of where we likely will be.

Investment: $3,550,000
Gross Rent: $720,000 ($250/nt at an 80% occupancy)
Parking: $54,000/Hotel Bardo -- $86,400(10 spots at an average of $30/day 80% occupancy)
Gross Revenues: $860,400, or 24.33%
Operating Expenses: $115,000
Net Profit: $745,400, or 20.99%

Investment: $3,000,000
Gross Rent: $720,000 ($250/nt at an 80% occupancy)
Parking: $54,000/Hotel Bardo -- $86,400(10 spots at an average of $30/day 80% occupancy)
Gross Revenues: $860,400, or 28.68%
Operating Expenses: $115,000
Net Profit: $745,400, or 24.85%

Equity/After Repair Value:

Equity/After Repair Value:

Remember, we bought this place for a steal already and got the parking lot for free. When you take that into consideration and throw in the incredible appreciation Savannah continues to experience, you get an after repair valuation that looks just too good to be true. We believe a real after repair value on just the improved property is $5.5mm. The parking lot is worth a million just based on the rental CAP it is already producing. For sake of this PPM, we are keeping the ARV at $4.75MM and the parking lot at $1mm, or a total of $5.75mm for the building and parking.

Investment: $3,550,000
ARV: $5,750,000
Profit (in equity): $2,200,000
Profit Percentage: 61.97%
Year 1 Cashflow: 15.09%
year 1 gross profit: 76.97% 

CAVEAT: Throughout this summary, we have done our best to tone down this opportunity as much as possible, using lower than expected projections. This data is all very easily verifiable, by spending a few hours online doing your very own due diligence. We saved the best for last, which is the followng.

1) We project our after repair value will be closer to $7.5mm
2) 5+ units in Savannah were up 23% in 2023, which was the lowest national real estate market since 1995.
3) The above and below offering is based on an investment cost of $3,550,000. We have an overbudget of $550,000 calculated into our projections. Considering what stage we are currently in the renovations, we are confident our actual investment will be closer to $3.150,000. We will only sell enouogh Class A units to complete the project and a slush account for operations. Thus, your cost to value on everything stated above and below will obviously increase.

Savannah – America’s Hottest Market:

Savannah – America’s Hottest Market:

We have been in this market for roughly 10 years, with 27 years of real estate experience. Each time we think this market cannot get any better, it does! Don’t just take our word for it, see and read it for yourself! Here is a headstart on your own due diligence

• $7.6B Hyundai Metaplant bringing over 11,000 new jobs to the area
• Amazon’s New 550,000 square foot fulfillment center brings over 1,000 new jobs to Savannah
• Savannah Port set to be largest in western hemisphere by 2027
• Georgia Ranked #1 globally for top film and TV production
• $200mm airport expansion. In 2012 Savannah served 11 nonstop destinations. In 2021 that number grew to 36
• Median home prices are up 21.3% from 2022, which saw a record-breaking appreciation of29.1%
• Game Changer: Hyundai Metaplant to impact all of us and the city prepares to double in population
• 10 Million Square Foot Warehouse breaks ground, bringing an estimated 1500 new jobs to Savannah
• Gulstream expands manufacturing site for 3 time in 5 years, doubling the space to produce more planes

PRIVATE PLACEMENT MEMORANDUM

PRIVATE PLACEMENT MEMORANDUM

Strategic Passive Advisors, LLC
$2,750,000
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
OFFERED AT $50,000 PER UNIT

Strategic Passive Advisors, LLC
$2,000,000
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
OFFERED AT $40,000 PER UNIT

Done 4U Investments, LLC, via investments in STRATEGIC PASSIVE ADVISORS, LLC, a Wyoming limited liability company hereby offers to Accredited Investors and a limited number of Non-Accredited Investors (35), up to Fifty-Five (55) Class A Membership Units in the Company. Investors will become Class A Members in the Company. The Class A Units are being offered on a best efforts basis. This Offering is made to purchase 804 DRAYTON, AKA;105-107 E. GWINNETT(hereinafter referred to as the “Property.”).

The Company will use the proceeds of the Offering to close the loan used to purchase the Property at a purchase price of $1,700,000 (plus additional closing costs and fees)

The Company will subsequently renovate and lease the Property as well has provide property management services and plans to refinance the Property in 3-5 years. The Company assumes it will be able to refinance the Property, getting back all principal and a substantial percentage of the equity, which is approximately 55% upon completion of the project. This investment will require a 3-5 year hold period. During this time, Class A Units will receive a preferred return of 10% per annum (distributed quarterly) on the amount contributed by such Class A Member. Upon the refinance of the Property in year 3-5, all Class A Members’ initial capital contributions shall first be returned and the remaining proceeds will be split among the Company’s Class A Members and the Company’s Class B Members in proportion to their respective Class A and Class B Membership.

INVESTMENT IN THE UNITS INVOLVES A HIGH DEGREE OF RISK, POTENTIAL CONFLICTS OF INTEREST, AND PAYMENT OF FEES TO THE MANAGER. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF THE OFFERING. (SEE "RISK FACTORS," "CONFLICTS OF INTEREST" AND "COMPENSATION AND FEES TO THE MANAGER AND AFFILIATES.")

INVESTMENT IS NOT PERMITTED FOR INVESTORS WHO LACK SUBSTANTIAL NET WORTH (SEE "QUALIFICATION OF INVESTORS."). ALTHOUGH THE MANAGER IS OF THE OPINION THAT THE COMPANY WILL BE CLASSIFIED AS A "LIMITED LIABILITY COMPANY" FOR FEDERAL INCOME TAX PURPOSES, THE INTERNAL REVENUE SERVICE ("IRS") HAS NOT BEEN REQUESTED TO ISSUE A RULING ON THE FEDERAL INCOME TAX STATUS OF THE COMPANY OR OTHER TAX ASPECTS OF THE INVESTMENT AND THE OPINION OF THE MANAGER IS NOT BINDING ON THE IRS.

THE UNITS HAVE NOT BEEN REGISTERED WITH NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS OFFERING HAS NOT BEEN APPROVED OR DISAPPROVED UNDER APPLICABLE STATE SECURITIES LAWS, BY THE STATE DEPARTMENT OF CORPORATIONS, SECURITIES REGULATION DIVISION (“DIVISION”), NOR HAS ANY DIVISION REVIEWED OR PASSED UPON THE ACCURACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

DURING THE COURSE OF THE OFFERING AND PRIOR TO SALE, EACH OFFEREE OF THE UNITS AND HIS ADVISOR(S) ARE INVITED TO ASK QUESTIONS OF AND OBTAIN ADDITIONAL INFORMATION FROM THE MANAGER/SPONSORS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, THE COMPANY, THE DEBT TO BE OWED BY THE COMPANY AND ANY OTHER RELEVANT MATTERS (INCLUDING, BUT NOT LIMITED TO, ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN), TO THE EXTENT THE MANAGER/SPONSORS POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, OFFEREES OR ADVISORS HAVING QUESTIONS OR DESIRING ADDITIONAL INFORMATION SHOULD CONTACT THE MANAGER/SPONSORS.

THIS MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS, THAT ARE BELIEVED TO BE ACCURATE, BUT REFERENCE IS HEREBY MADE TO THE ACTUAL DOCUMENTS, COPIES OF WHICH ARE ATTACHED HERETO OR ARE AVAILABLE AT THE OFFICE OF THE SPONSOR, FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THIS REFERENCE, AND NOTHING IN THIS MEMORANDUM SHALL EXTEND THE LIABILITY UNDER ANY SUCH DOCUMENTS OF ANY OF THE PARTIES HERETO. ALL DOCUMENTS RELATING TO THE OFFERING WILL BE MADE AVAILABLE TO THE OFFEREE NAMED BELOW AND/OR HIS ADVISOR(S) UPON REQUEST.

THE OFFERING CAN BE WITHDRAWN AT ANY TIME BEFORE CONSUMMATION AND IS SPECIFICALLY MADE SUBJECT TO THE CONDITIONS DESCRIBED IN THIS MEMORANDUM. IN CONNECTION WITH THE OFFERING AND SALE OF THE UNITS, THE MANAGER/SPONSORS RESERVE THE RIGHT, IN THEIR SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE UNITS SUBSCRIBED FOR BY SUCH PROSPECTIVE INVESTOR.

SINCE THERE ARE SUBSTANTIAL RESTRICTIONS ON THE TRANSFERABILITY OF THE UNITS, EACH OFFEREE MUST ASSUME THAT THE OFFEREE WILL BEAR THE ECONOMIC RISK OF THE OFFEREE’S INVESTMENT FOR AN INDEFINITE PERIOD. THE UNITS MAY NOT BE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF THE REMAINING MEMBERS. IN ADDITION, UNITS ARE NOT REGISTERED FOR SALE TO THE PUBLIC UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND THE UNITS MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY AN INVESTOR ONLY IF, AMONG OTHER THINGS, THE UNITS ARE REGISTERED OR, IN THE OPINION OF COUNSEL TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE USE OF PERSONS WHO MAY WANT TO PURCHASE UNITS AND DELIVERY THEREOF CONSTITUTES AN OFFER ONLY IF THE NAME OF AN OFFEREE APPEARS IN THE APPROPRIATE SPACE PROVIDED ABOVE AND IF THE PERSON SO NAMED MEETS THE SUITABILITY STANDARDS SET FORTH UNDER "QUALIFICATION OF INVESTORS." ANY DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE OFFEREE NAMED BELOW (OR TO THOSE INDIVIDUALS WHOM THE OFFEREE RETAINS TO ADVISE THE OFFEREE WITH RESPECT THERETO) IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER, IS PROHIBITED.

NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED TO BE MADE IN THIS MEMORANDUM OR SHOULD BE INFERRED THEREFROM WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX TREATMENT WHICH MAY ACCRUE TO THE INVESTOR. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY, EITHER OF WHICH MAY DENY THE INVESTORS ALL OR A PORTION OF THE TAX TREATMENT CONSIDERED HEREIN. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN ATTORNEY, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING A PURCHASE BY HIM OF A UNIT.

NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL OR MAY BE EMPLOYED IN THE OFFERING EXCEPT FOR THIS MEMORANDUM AND STATEMENTS CONTAINED OR DOCUMENTS SUMMARIZED HEREIN. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE UNITS, EXCEPT FOR INFORMATION CONTAINED OR REFERRED TO HEREIN.

FORWARD LOOKING STATEMENTS

This Memorandum contains certain statements that are forward looking statements within the meaning of the United States federal securities laws. These are statements about the Company’s or Manager’s, or Sponsor’s expectations, beliefs, intentions or strategies for the future. Prospective Investors will be able to identify these types of statements since they are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “Company believes,” “Manager believes” and similar language. In addition, these statements may be qualified by certain risks, uncertainties and assumptions which are explained more fully in each particular case. The Company has based its Forward Looking Statements on the expectations of information currently available to the Manager. The Company’s actual results may differ materially from the results anticipated in the statements.

These Forward Looking Statements are made only as of the date hereof, and the Company/Sponsors undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Although the Company/Sponsor believe that the expectations reflected in the Forward Looking Statements are reasonable, there can be no assurances that such expectations will prove to be accurate. All phases of the Offering’s operations are subject to a number of uncertainties, risks and other influences, many of which are outside the control of the Sponsor and cannot be predicted with any degree of accuracy.

In light of the significant uncertainties inherent in the Forward Looking Statements made in this Memorandum, the inclusion of such statements should not be regarded as a representation by the Sponsor or any other person that the objectives and plans of the Offering will be achieved.

Jurisdictional (NASAA) Legends

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE 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 PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.

****INSERT STATE LEGENDS HERE*****

Legends are state specific to the investor

GLOSSARY OF TERMS

“Accredited Investor” – shall have the definition as computed under Rule 501(a) of Regulation D promulgated under the Act, which means any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

1. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person;

2. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

3. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

4. Any entity in which all of the equity owners are accredited investors;

5. Any bank as defined in section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; insurance company as defined in Section 2(13) of the Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

6. Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

7. Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; and

8. Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii).9. A natural person holding, in good standing, one or more professional certifications, designations or other credentials issued by an accredited educational institution, which the Securities and Exchange Commission may designate from time to time, as qualifying. Presently holders in good standing of the Series 7, Series 65, and Series 82 licenses will qualify as an accredited investor.

10. Natural persons who are "knowledgeable employees" as defined in Rule 3c– 5(a)(4) under the Investment Company Act of 1940, of the private-fund issuer of the securities being offered or sold.

11. Entities, including, but not limited to, limited liability companies, of a type not listed in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D promulgated under the Act, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5 million.

12. Securities and Exchange Commission and state-registered investment advisers, exempt reporting advisers, and rural business investment companies.

13. Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities offered.

14. Family client (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act with (i) assets under Done 4U Investments in excess of $5 million, (ii) that are nor formed for the specific purpose of acquiring the securities offered and (iii) whose prospective investments are directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

15. "Spousal equivalent" (cohabitant occupying a relationship generally equivalent to that of a spouse) may pool their finances for the purpose of qualifying as accredited investors.

“Act” - The Securities Act of 1933, as amended.

“Affiliate” - of a Member or Manager means any person, entity, or trust, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member or a Manager, as applicable. The term “control,” as used in the immediately preceding sentence, means with respect to a corporation, limited liability company, limited life company or limited duration company (collectively, “limited liability company”), the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company and, with respect to any individual, partnership, trust, estate, association or other entity, the possession, directly or indirectly, of the power to direct or cause the direction of the Done 4U Investments or policies of the controlled entity.

“Agreement” - the Operating Agreement, Exhibit “A” hereto, or as hereafter amended.

“Class A Member(s)”- the Class A Member(s) shall refer to the holder(s) of Class A Membership Units.

“Class B Member(s)” - the Class B Member shall refer to the holder of Class B Membership Units. The Class B Members are Done 4U Investments, LLC, Lena Sells and, Affiliates of Sponsor.

“Company” - this limited liability company: Strategic Passive Advisors, LLC, a WYOMING limited liability company.

“Manager” - this Company’s Manager: Done 4U Investments, LLC, also the Sponsor.

“Memorandum” - this Private Placement Memorandum.

“Member(s)” – the holder of Class A and Class B Membership Units.

“Membership Unit” or “Unit” - the interest of a Class A or Class B Member and the rights to receive profits or other compensation by way of income, and the return of contributions as set forth in the Agreement, and the rights, powers and privileges appurtenant thereto.

“Net Cash Flow of the Company” - the excess of operating revenues from the ownership of the Property over operating expenses and other expenditures for such fiscal period, including but not limited to principal and interest payments on indebtedness of the Company, other sums paid to lenders, and cash expenditures incurred incident to the normal operation of the Company’s business (including the Done 4U Investments fee paid to the Manager), decreased by the amount (if any) of all allowances for cost recovery, amortization or depreciation with respect to property of the Company for such fiscal period.

“Non-Accredited Investor” – means (a) a Prospective Investor who does not satisfy any of the definitions of an Accredited Investors but has alone, or with a Prospective Investor’s legal of financial representative, if any, such knowledge and experience in financial and business matters that Prospective Investor is capable of evaluating the merits and risks of the Offering in the Company; and (b) has sophisticated and sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the Offering; and (c) represents that (i) Prospective Investor will be acquiring the Units for Prospective Investor’s own investment and not with a view to the distribution thereof; and (ii) is able to bear the economic risk of an investment in the Units.

“Project” - the proposed acquisition of the Property and subsequent renovation, lease and refinance of the Property.

“Property” – 804 Drayton, aka; 105-107 E. Gwinnett

“Prospective Investor(s)” – prospective Class A Members in the Company.

“Sponsor” – shall mean Done 4U Investments, LLC.

“Units” – means the Offering units: Class A Membership Units in the Company.

SUMMARY OF THE OFFERING

This summary of certain provisions of the Memorandum is intended only for a quick reference and is not intended to be complete. This Memorandum describes in detail numerous aspects of the transaction, which are material to Prospective Investors, including those summarized below, and this Memorandum and the accompanying Exhibits must be read in their entirety by reference to the full text of this Memorandum and the underlying documents.

The Offering Sponsor seeks to raise an aggregate of up to $2,000,000 in order to close the current loan of (including closing costs and acquisition fees) the Property. The Prospective Investors will become Class A Members of the Company, which is issuing up to 55 Class A Membership Units at a purchase price of $40,000 per Unit. The minimum subscription accepted by the Company will be for ONE (1) Membership Units (i.e., a minimum total purchase price of $40,000). The full purchase price of the Property is $1,700,000 (excluding closing and acquisition fees).

Purpose of the Offering The purpose of this Offering is to raise monies to enable the Company to close the loan and subsequently renovate, lease and refinance the Property. (See Exhibit F, (Executive Summary)). Company assumes it will be able to refinance the Property in 3-5 years cashing out all principal and a substantial portion of the equity at a capitalization rate of approximately seventy-five percent (75%).

The Property The Property is an 8 Bed/8 bath, 8 unit complex in a historical mansion with eight separate units, four of which face Forsyth Park in Savannah, GA..

Capital Commitment The Company seeks aggregate capital commitment of Two Million ($2,000,000) (the “Total Capital Commitments”).

Minimum Investment The minimum capital contribution of any Investor will be Forty- Five Thousand Dollars ($40,000)..

Membership Interests In addition to the Class A Units issued pursuant to the Offering, the Sponsor will retain ownership of forty-five percent (45%) of the membership interests of the Company in the form of Class B Units for capital contributions and for past services the Sponsor has contributed to make this investment possible for Class A Members.

Manager of Company Done 4U Investments, LLC, an Affiliate of Sponsor.

Eligible Investors Sponsor will accept Accredited Investors and a limited number of Non-Accredited Investors(35). The investment is also SDIRA eligible.

Done 4U Investments Fees The Manager shall collectively collect the following fees:
(a) an annual Done 4U Investments fee equal to two percent (2%) of the Total Capital Commitments ($60,000);
(b) Class B Member, an Affiliate of Manager, will collect 45% of the Net Cash Flow following a 10% preferred return (quarterly distributions) distributed to Class A Members.

Allocation of Benefits Net Cash Flow shall be distributed (1) to the Class A Members a preferred return of 10% per annum (distributed quarterly) on the amount contributed by such Class A Member; and to the extent excess cash is still available (2) 55% to all Class A Members and 45% to the Class B Members, in proportion to their respective amounts contributed.Upon refinance of the Property in years 3-5 Net Cash Flow shall be distributed (1) to the Class A Members until all amounts of their capital contributions have been returned in full; and (2) 55% to all Class A Members and 45% to the Class B Members, in proportion to their respective amounts contributed. Upon refinance of the Property in years 3-5 Net Cash Flow shall be distributed (1) to the Class A Members until all amounts of their capital contributions have been returned in full; and (2) 55% to all Class A Members and 45% to the Class B Members, in proportion to their respective amounts contributed

Risk Factors The purchase of the Units involves a high degree of risk to the Prospective Investor including certain risks relating to regulatory, operating, tax and investment matters. (See “RISK FACTORS.”) A decision to invest in the Units should be reached only after carefully reading this entire Memorandum, including its Exhibits

Operating Agreement Each Prospective Investor will be admitted as a Class A Member of the Company pursuant to the terms of the Operating Agreement, which will be executed, upon the admission of the first Member to the Company, by the Class B Member, attached hereto as “Exhibit A”.

QUALIFICATION OF INVESTORS

1. Qualification of Investors. This Offering is limited to Accredited Investors and a limited number of Non-Accredited Investors. Investment in the Units involves substantial risk and is suitable only for persons of financial means who have provided for liquidity in their other investments. No Units will be sold to Prospective Investors who will not warrant and represent to the Manager (and unless the Manager shall have reasonable grounds to believe) that such offeree has such knowledge and expertise in financial and business matters, is capable of evaluating the merits and risks of the prospective investment and is able to bear the economic risks of the investment, or alternatively, that such Prospective Investor’s legal or financial representative has such knowledge and expertise about financial and business matters and is capable of evaluating the merits and risks of the investment together with the Prospective Investor having the ability to bear the economic risks of the investment. In either case, the Prospective Investor must also warrant and represent to the Manager that the Prospective Investor is acquiring the securities for the Prospective Investors own account or on behalf of other persons who may be considered as separate purchasers.Each Prospective Investor must also satisfy the Manager that the Prospective Investor can bear a total loss of his investment. Each Prospective Investor will be required to represent that the Prospective Investor is acquiring the Units being purchased by the Prospective Investor for investment and for the Prospective Investor’s own account, and not with a view to resale or distribution. Resale of the Units is subject to extensive restrictions (see “RESTRICTIONS ON TRANSFER”). It is not expected that any public market for the resale of the Units will develop.

OFFERING

The Memorandum describes an offering (the “Offering”) to Prospective Investors whereby Sponsor and the Company seek to raise an aggregate of up to $2,700,000 through the issuance of Class A Membership Units in the Company. The Class A Membership Units are offered on a best efforts basis and is scheduled to close on or before March 30, 2024, unless extended by the Manager. Sponsor shall have the option to extend the Offering if such extension is warranted. The minimum subscription, which will be accepted by the Sponsor, will be for $45,000. The Sponsor shall retain sole discretion to allow a lower initial investment. The securities shall be considered sold to the Prospective Investors on the date the Sponsor accepts and countersigns the Subscription Agreement attached hereto as Exhibit C.This Offering is made in connection with a project to purchase, renovate, and subsequently lease 804 Drayton, aka; 105-107 E. Gwinnett. The Company will use the proceeds of the Offering to close the current loan of the Property at a purchase price of $1,700,000 (plus additional closing costs and fees). The Company will use (a) capital raised pursuant to the Offering. The Company will subsequently lease the Property to perspective leasee’s pursuant to a the lease agreement (See Exhibit E). This investment will require a 3-5year hold period. During this time, Class A Members will receive a preferred return of 10% per annum on the amount contributed by such Class A Member. Upon the refinance of the Property in years 3-5 six, all Class A Member’s initial capital contributions shall first be returned and the remaining proceeds will be split among the Company’s Class A Members and the Class B Members in proportion to their respective Class A and Class B Membership.While this Offering is made to various parties, it is not a registered offering under Federal securities laws. This Offering is being made pursuant to the private offering exemption of Section 4(2) of the Act and/or Rule 506(b) of Regulation D promulgated under the Act. This Offering is also being made in strict compliance with the applicable state securities laws. Each Prospective Investor must represent that the Prospective Investor is acquiring his or her investment Unit for investment purposes only and not with a view to resale or distribution. All Units are offered subject to prior sale, when, as and if issued, and subject to the right of the Manager to reject any subscription in whole or in part. The Company will only sell Units to persons meeting its suitability standards, which the Company’s Manager may determine in its sole and absolute discretion.The Prospective Investors who are becoming Members of the Company will have their initial cash contributions deposited into the Company checking account. At close, the Company funds along with the funds from the other Investors will be deposited into the Company’s checking account. Upon execution of the Subscription Agreement by the Manager, the Members will be admitted to this Company. All fees and compensation to the Manager will be paid from the Company’s account, as well as reimbursable expenses relating to the Offering, including legal, accounting and printing costs.

COMPANY

Strategic Passive Advisors, LLC (the “Company”), a WYOMING limited liability company, was formed on June 16, 2022, when its Articles of Organization was filed with the WYOMING Secretary of State pursuant to the WYOMING Revised Uniform Limited Liability Company Act. The office of the Company shall be located at 229 Gumtree Rd, Hilton Head, SC 29926.

COMPANY MANAGER

a. Manager of the Company. The Class B Member may appoint the Manager of the Company to supervise day-to-day operations of the Company. In no instance shall there be less than one Manager. The Class B Member has chosen Done 4U Investments, LLC, Affiliate of Sponsor, to be the Manager of the Company. As such, the Manager has the power and authority on the Company’s behalf and in its name to manage, administer, and operate the Company’s day-to-day business affairs and to do or cause to be done on behalf of the Company anything necessary or appropriate for the same, including but not limited to the powers and authority set forth in the Operating Agreement. The Manager’s power and authority is subject to the limitations set forth in the Operating Agreement. The Manager shall serve until resignation its successor is appointed by the Members as provided in the Operating Agreement.

COMPENSATION AND FEES TO MANAGER

The Manager shall be reimbursed for any direct funds or expenses advanced by it prior to or after formation of the Company, including any closing and acquisition fees, to the extent that such expenses are incurred or paid directly on behalf of the Company.

The Manager shall collectively collect the following fees:

(a) An annual Done 4U Investments fee equal to two percent (2%) of the Total Capital Commitments ($60,000);

(b) Class B Member, an Affiliate of Manager, will collect 45% of the Net Cash Flow following a 10% preferred return distributed to Class A Members (distributed monthly).

SELLING AGENT

Class A Membership Units are being offered directly through the Company. No commissions of any kind will be paid to selling agents or brokers.

RISK FACTORS

The purchase of the Units involves a high degree of risk to the Prospective Investor and is suitable only for persons of financial means who have no need for liquidity in investments and who can afford the possible loss of their entire investment. These risks include certain risks relating to regulatory, operating, tax and investment matters. Prospective Investors should give careful consideration to the following risk factors contained herein. Risk and consult with their own professional advisor(s) to consider carefully the following factors, the Operating Agreement and the Company.

a. Real Estate Risks
Risks of Real Estate in General. The risks and benefits of investment in real estate depend upon many factors over which the Sponsor has little or no control, including, without limitation, (i) changes in the economic conditions in the country in general, and in the area in which the Property is located, which changes could give rise to a decrease in local demand, an increase in local supply of land, an increase in unemployment, a change in the characteristics of the area in which the real property is located, an restrictive governmental regulation, (ii) various uninsurable risks, (iii) increases in the costs in excess of the budgeted costs, and (iv) the continuing advance of certain provisions of the federal, tax laws.Appeal of the Property. A major risk of owning any property is its appeal.

The appeal to prospective tenants and/or buyers of any given property depends, among other things upon unpredictable public tastes and such appeal cannot be predicted in advance with any degree of certainty. While the experience and talent of the persons involved with a property generally improve the chances of any given development project achieving success there can be no assurance that any particular property will appeal to prospective buyers.


Competition. Another major risk is competition from other businesses. Sponsor expects to encounter competition from others in the area, and a certain number of competitors are better capitalized and more established in the market.

Economic Uncertainties. The success of the Property will depend upon certain factors, which are beyond the control of the Sponsor and cannot be predicted accurately at this time. Such factors include general and local economic conditions, increased competition, increased construction costs, changes in demand, and limitations, which may be imposed by government regulation.

Uninsured Losses; Cost of insurance. Although the Manager will arrange for certain insurance coverage to the extent that doing so is reasonable, costs of insurance may escalate beyond those anticipated, or certain kinds of losses may be uninsurable or may exceed available coverage. In the event of an uninsured loss, Investors may recognize a loss of all or a portion of investment.

b. Operating Risk.Profitability.
The Company is a newly formed entity, which had no operation prior to this offering. There can be no assurance that the Company will operate profitably in the future. However, the Managers have been executing in this market for over 10 years. In the last 2, they have completed over $24,000,000 projects in this market for a profit.

Likelihood of Success-Business Risks. The likelihood of success of the Offering must be considered in the light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the acquisition, operation, and sale of real estate. However, the Managers acquired this project over two years ago and has met most of the potential delays and problems that could arise.

Risk of Interpretation of Real Estate Documents and Agreements. There are certain risks in connection with any real estate acquisition resulting from the drafting and subsequent interpretation of mortgages, deeds, leases, purchase agreements, Done 4U Investments contracts, et cetera. Any documents describing the Property or the legal relations thereto could be subject to various interpretations and potential disputes. While legal counsel will review certain legal documents, it is impossible to prevent and be secured against such various differing interpretations.

Risks of Real Estate Ownership. Real estate is not readily marketable. It is fixed in location and is subject to adverse social and economic changes and uses, rising operating costs, construction-related deficiencies, vacancies and collection difficulties. Operating expenses may increase beyond the rent levels obtainable by the Property or rental income may decline due to vacancies, which can be the result of improper management, or a change in the social patterns in the area. If adequate rent increases are not obtained (or are restricted by federal or local law) to offset increased costs, the Company may default on potential debt obligations with adverse consequences to the Investors. The Company may contract liability on debt secured by a mortgage. The Company will rely upon the Manager to negotiate and consummate such documents as are required, including mortgages, deeds, mortgage notes, assignments and related instruments.

Results of Operations - Possible Operating Deficits. Pursuant to this Offering, the Company is raising capital of $2,700,000 payable in full upon subscription. It is not anticipated that the Company or the project will require additional capital (except for the refinance) beyond that mentioned above, however, there is no assurance that these funds will be adequate. This Offering is based upon projected results, which may be greater than results obtained from actual operations. Actual results may differ adversely for a number of reasons; following the purchase, the Property may be subject to rising operating costs, rent collection difficulties, possible rent controls imposed by the government and adverse economic and social events. If operating income is substantially less than projected, and additional cash requirements are necessary and such funds are not provided by the Members or by outside financing, the Project could go into default and be foreclosed. (See "USES OF FUNDS".)

Dependence Upon Manager. The Manager has full discretion in the management of the Company and the Manager has full discretion in the management and control of the affairs of the Company, including the authority to sell less than all or substantially all of the Company’s assets for whatever consideration it deems appropriate. Except upon the sale of all or substantially all of the Company’s assets, the sale of such assets will not result in the dissolution of the Company. The sale of all or substantially all of the Company’s interests will result in the dissolution of the Company. The success of the operations of the Company will be dependent in large measure on the judgment and ability of the Manager.

Limited Transferability. The Units have not been registered under the Securities Act of 1933, as amended (the “Act”), or under the securities laws of any state, but are being offered and sold in reliance upon exemptions from registration thereunder, including the exemptions from federal registration contained in Section 4(2) of the Act and/or Regulation D, Rule 506 promulgated thereunder. As a consequence of the restrictions on subsequent transfer imposed by these exemptions, the Units may not be subsequently sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by the holder thereof, whether or not for consideration, except in compliance with the Act and applicable state securities laws. There will be no public market for the Units following termination of this Offering and it is not expected that a public market for the Units will ever develop.

Restriction on Transferability of Units. The Operating Agreement places restrictions on the transfer or assignment of the Units. Any Member who desires to transfer a Unit in the Company in accordance with the terms of the Operating Agreement will nevertheless be prohibited from transferring said Unit except in compliance with all applicable federal and state securities laws. Accordingly, Investors in the Company should be prepared to remain Members until the termination of the Company.

Lack of Liquidity. There is no present market for the Units, and no such market is anticipated. Further, there can be no assurance that a market for the Units will develop or, if such market develops that it will continue. Further, there are restrictions on transfer of the Unit in the event that a market develops for the Units. Accordingly, an investment in the Units will not be liquid and there can be no assurance that the Units offered hereby can be resold at or near the Offering price and, in fact, purchasers of the Units may be unable to resell them for an indeterminate period of time.

Done 4U Investments Decisions. The Manager is vested with the exclusive authority as to the management and conduct of the business and affairs of the Company. The success of the Company depends, to a large extent, upon the Done 4U Investments decisions made by the Manager.

Restoration of Deficit Capital Accounts. Each Member should be aware that if there is a deficit in the Member’s capital account following the distribution of liquidation proceeds, the Member will be required to restore the amount of such deficit, which could be substantial, to the Company, which amount shall then be distributed to Members in accordance with their positive capital account balances or paid to creditors.

No Business Appraisal of the Units. The Offering price per Unit was unilaterally and arbitrarily determined by the Sponsor based upon acquisition costs, estimated operating expenses, estimated fees to be paid and estimated offering expenses. However, Sponsors believe the purchase price to be on competitive terms.

No Assurance of Return of Invested Capital. Any return to the Members on their capital contribution will be dependent upon the ability of the Sponsor. Such ability will be determined in part, upon economic factors and conditions beyond the control of the Sponsor.

Adequacy of Capital and Reserves. An adequate amount of capital is necessary for success of the Company. In the event there are cost overruns or delays, further capital may be necessary.

Special Risks of the Company Form and Membership Units

Liability for Return of Capital Contribution. Under WYOMING Law, which is applicable to the Company, any Member who receives a return of any portion of the capital contribution to the Company may be liable to Company for the amount of the returned portion of the capital contribution, plus interest only to the extent necessary to discharge the Company's liabilities to creditors who extended credit to the Company or whose claims arose during the period the returned portion or capital contribution was held by the Company.

No Right to Manage. Investors are not permitted to take any part in Done 4U Investments or control of the business or affairs of the Company except as specifically provided for in the Operating Agreement. The Operating Agreement vests exclusive control and Done 4U Investments of the Company in the Manager. Accordingly, the Company will be totally dependent on the Manager and its Affiliates to manage the business of the Company. Accordingly, the success of the Company's business will depend in large part upon the expertise of the Manager. Removal of the Manager is permitted only under certain limited conditions as set forth in the Operating Agreement.

Limitation of Manager’s Liability. The Manager, its affiliates, its officers, shareholders, directors, employees, and agents will not be liable to any Member, and the Company will indemnify the foregoing against any all liabilities, or damages, including attorney fees incurred by them by virtue of the performance any of them of the duties of the Manager acting as Manager in connection with Company's business, so long as such person acted within the scope of its, his, or her authority and in good faith on behalf of the Company, but only if such course of conduct does constitute gross negligence, fraud, and/or willful or intentional misconduct. Under the terms of the Operating Agreement, the Manager, its affiliates, and its officers, shareholders, directors, employees and agents will not be liable for any loss or damage to Company property caused by any occurrence beyond the control of the Manager. A Member may have a limited right of action against the Manager than would be available absent indemnification provisions contained in the Operating Agreement.Securities Law Compliance. This offering has not been registered under Securities Act of 1933, as amended (the "Act") or any applicable state securities laws such state laws. There is no assurance that the offering presently qualifies or will continue to qualify under such exceptive provisions due to, other things, the adequacy of disclosure, the manner of distribution of the offering, the existing of similar offerings conducted by the Company, or the retroactive change of any securities or regulations. If suits for rescission are brought against the Company under the Act or laws, both capital and assets of the Company could be adversely affected. Further expenditure of Company time and capital in defending an action by investors, the Securities Exchange Commission, or state regulators, even in the Company is ultimately exonerated adversely affect the Company's ability to profitably develop the Property.

d. Tax Risks. A summary of Federal income tax provisions is included in this Memorandum. No representation or warranty of any kind is made by the Manager, the Company, counsel to the Manager or the Company with respect to any tax consequences relating to the Company, or the allocation of taxable income or loss set forth in this Memorandum or the Operating Agreement and each Investor should seek his own tax advice concerning the purchase of an Interest.

Suitability of the Investment to the Investor. It is expected that the Company will produce taxable income to its Investors. Because of the 1986 Reform Act, in the event taxable loss is produced by the Company in any year, such loss will be available to an Investor only to the extent of the Investor’s passive income from other sources.Unutilized tax losses may be carried forward into subsequent years to offset future passive income or offset taxable gain upon disposition of the Company’s assets.

Federal Income Tax Risks.i. Necessity of Obtaining Professional Advice. THERE IS NO GENERAL EXPLANATION OF THE FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY CONTAINED IN THIS MEMORANDUM, AND ACCORDINGLY, EACH INVESTOR IS URGED TO CONSULT SUCH INVESTOR’S OWN TAX INVESTMENT AND LEGAL ADVISORS WITH RESPECT TO SUCH MATTERS AND WITH RESPECT TO THE ADVISABILITY OF INVESTING IN THE COMPANY. The income tax consequences of an investment in the Company are complex, subject to varying interpretations, and may vary significantly between Investors depending upon such personal factors such as sources of income, investment portfolios and other tax considerations. A Prospective Investor should consider with his professional advisors the tax effects of his becoming a Class A Member. Each Investor should, at his own expense, retain, consult with and rely on his own advisors with respect to the tax effects of his investment in the Company. In addition to considering the federal income tax consequences, each Investor should also consider with his own advisors the state and local tax consequences of an investment in the Company.

No representations are made as to any federal, state or local tax consequences resulting from an investment in the Company, and no assurances are given that any deduction or other federal income tax benefits will be available to Members in the Company in the current or future years.

ii. Company Tax Status. Although the Manager believes that the Company will be treated as a partnership for federal income tax purposes, such treatment cannot be assured. If the Company were to be classified as an association taxable as a corporation, the tax status of the Company and the Members would be adversely affected, and any tax benefits expected from an investment in the Company would be lost.

iii. Tax Law Changes. The existence and amount of particular credits and deductions, if any, claimed by the Company may depend upon various determinations and allocations, characterizations of payments, and other matters which are subject to potential controversy on factual as well as legal grounds. Changes in the Code and official interpretations thereof after the date of this Memorandum may eliminate or reduce any perceived tax benefits from an investment in the Units. There can be no assurance that regulations having an adverse effect on the Members will not be issued in the future and enforced by the courts. Any modification or change in the Code or the regulations promulgated thereunder, or any judicial decision, could be applied retroactively to any investment in the Company. In view of this uncertainty, Investors are urged to consider ongoing developments in this area and consult their advisors concerning the effects of such developments on an investment in the Company in light of their own personal tax situations.

iv. Absence of Ruling or Opinion. The Company will not seek a ruling from the IRS or an opinion of counsel with respect to any tax matters described in this Memorandum.

v. Passive Activity Loss Rules. Under the Tax Reform Act of 1986, non-corporate taxpayers may use losses from passive activities only to offset taxable income from other passive activities. Passive activity income includes income from investments in a trade or business in which the taxpayer does not materially participate, other than "portfolio income" such as interest, dividends, royalties and gain from the sale of property producing portfolio income. It is unlikely that a Member's share of any losses will constitute losses from a passive activity. However, in the event a Member's share of any losses does constitute losses from a passive activity then, to the extent that a Member's share of losses has not been deducted against passive activity income, it may be deducted against any type of income upon a taxable disposition of the Member's entire interest in the Company (subject to any other restrictions in the Code).

vi. Disallowance and Reallocation. The Company will claim all deductions for federal income tax purposes that the Manager believes the Company is entitled to claim. However, there can be no assurance that such deductions, or the allocation of such deductions to the Member, will not be contested or disallowed. Any challenge or disallowance may be raised in connection with the tax returns filed by the Company or any Member. The costs of any administrative or legal proceedings regarding any such challenge or disallowance, if raised in connection with the tax returns filed by a Member, will be borne solely by the affected Member. If the IRS contests the deductibility of some or any of the items of expense of which deductions are to be claimed, such a contest could result in the disallowance of some or all of the tax benefits to the Members. Furthermore, other audit adjustments may affect both the timing and the tax benefits available.Under Section 704(a) of the Code, allocations of income, gain, loss, deduction, or credit among partners pursuant to the provisions of a written partnership agreement will be respected, so long as such allocations have substantial economic effect. If the allocations under the Operating Agreement were deemed not to have substantial economic effect or were deemed not to be in accordance with the Member's interest in the Company, partnership tax treatment could be denied.

vii. Distributions. Cash distributions by a partnership to its partners are taxable only to the extent the amount of such a distribution exceeds the partner's tax basis for his interest in the partnership, or to the extent a distribution causes a recapture of losses under the Code. It is possible for a partner to have income reported on his federal income tax return although no cash (or cash in an amount less than is reported as income) is distributed to him. It is also possible for a partner to have a loss reported on his federal income tax return, even though cash is distributed to him (which will be treated as a reduction of his tax basis for his interests). If a major capital transaction should occur with respect to the Company, a Member will be deemed, for tax purposes, to have received a distribution of money in the amount of his share of any debt of the Company that is assumed or canceled. The tax upon income allocated to the Members could exceed cash flow and net sale proceeds distributed to the Members and, to the extent of the excess, the payment of such taxes will be out-of-pocket expenses of the Members.

viii. Deductibility of Fees. The deductibility of fees, if any, to be paid by the Company to the Manager, its affiliates and others may be subject to challenge and disallowance, in whole or in part, on the ground that such fees: (i) are not reasonable in amount for the services performed; (ii) constitute non-deductible syndication costs; (iii) must be amortized over longer periods of time than contemplated by the Company or are deductible only upon dissolution of Company income. If all or a portion of any fees were disallowed as current deduction, a Member's tax losses would be reduced in the years in which such deductions were disallowed.

ix. Risk of Audit. Information returns filed by the Company are subject to audit by the IRS. An audit of the Company's returns may lead to adjustments of a Member's return with respect to items other than those relating to the Member's investment in the Company, the costs of which would be borne by the affected Members.The tax treatment of items of partnership income, loss, deductions, and credits is determined at the partnership level in a unified partnership proceeding, and the Manager, as the "tax matters Member" of the Company, may, under certain circumstances, represent and bind all of the Members. Any adjustment made to the Company's or a Member's return could result in the affected Members being subject to an imposition of interest, additional taxes and penalties.

x. Profit Motive. The IRS has advised its agents to examine certain partnership tax returns to determine the partnership's profit motive. A partnership lacking a profit motive may not deduct expenses in excess of revenues (except for interest and state and local taxes). If the operation of the Company is deemed to be an activity not engaged in for profit, or should any Member be found not to have the requisite profit motive, the tax benefits of an investment in the Company would be substantially reduced. The Manager believe that the Company has a significant profit motive.

xi. “At-Risk” Rules. Partners in a partnership are subject to Section 465 of the Code, and the rules and regulations promulgated thereunder, limiting the partner's share of an otherwise deductible loss to the total amount of the partner's investment. A limited partner may not include any partnership liability in determining his or her "at-risk" limitation.

CONSULT YOUR OWN ATTORNEY, ACCOUNTANT AND/OR FINANCIAL CONSULTANT FOR AN EVALUATION OF THE MERIT OF AND THE RISK INHERENT IN THIS INVESTMENT. EACH PROSPECTIVE INVESTOR IS RESPONSIBLE FOR ANY FEES OR CHARGES INCURRED IN CONNECTION WITH SUCH AN EVALUATION.

PROJECTED SOURCES AND USES OF CASH FOR ENTIRE PROJECT

Sources

LEGAL STRUCTURE

Strategic Passive Advisors, LLC, a WYOMING limited liability company shall have title and ownership of the Property. All profits and losses from the Property shall flow to Strategic Passive Advisors, LLC. Prospective Investors will become Class A Members of Strategic Passive Advisors, LLC. The Class B Members of Strategic Passive Advisors, LLC shall be Done 4U Investments, LLC, NOTE: Add any individuals if any. The Manager of Strategic Passive Advisors, LLC is Done 4U Investments, LLC.

DISTRIBUTION TO MEMBERS

This Memorandum contains estimates which have been prepared on the basis of assumptions and hypotheses favorable to Investors solely for the purpose of illustration and which have not been passed on by counsel or other professional advisors to the Company. (See “RISK FACTORS.”)No representation or warranty of any kind is or can be made with respect to the accuracy or completeness of, and no representation or warranty should be inferred from, these estimates or the assumptions underlying them.Each Investor should consult his own tax counsel, accountants and other advisors as to the tax matters and economic benefits set forth herein. No part of this Memorandum or the attachments hereto is, or should be interpreted as legal, tax or investment advice.Limitations on Cash Distributions.The Manager is authorized to retain funds necessary to cover the Company's reasonable business needs, which may include reserves against possible losses and expenditures as may be necessary.

Allocations of Taxable Income, Gains and Losses from Operations, and Net Cash Flow, Etc.
To the extent advantageous to the Members and permitted by applicable law and regulations, Sponsors intend to seek the most favorable tax treatment for all expenditures of the Company. Sponsors will cause the Company’s tax returns to be prepared and filed on such basis as utilized in preparing the financial projections; provided, however, that such methods are, in the opinion of the Manager, in accordance with generally accepted accounting principles and/or current Internal Revenue Service Rules and Regulations and, if conflicting, whichever the Manager deem applicable.In the event of a transfer of a Unit permitted by the Operating Agreement, such transferee, when admitted to the Company as a Member, shall be allocated income, gains, losses, deductions, credits and cash distributions in accordance with his Unit.

a) Profits, Losses and Net Cash Flow. Net Cash Flow of the Company shall be distributed (1) to the Class A Members, a preferred return of 10% per annum on the amount contributed by such Class A Member; and to the extent excess cash is still available (2) 55% to all Class A Members and 45% to the Class B Members, in proportion to their respective Class A and Class B Membership.

b) Net Proceeds from Sale of the Property and upon Termination of the Company. Upon refinance of the Property in years 3-5 any Class A Members may choose cash out all principal and capital equity if they no longer want to earn the ongoing passive income. Net Cash Flow shall be distributed (1) to the Class A Members until all amounts of their capital contributions have been returned in full; and (2) 55% to all Class A Members and 45% to the Class B Members, in proportion to their respective Class A and Class B Membership.

NO TAX RULING

The Company will not seek a ruling from the Internal Revenue Service (the "IRS") as to any aspects of the Offering and will rely on the opinion of the Manager and their legal counsel with respect to its classification as a limited liability company for Federal income tax purposes. (See "RISK FACTORS - TAX RISKS.")

OPERATING AGREEMENT

Each Prospective Investor who invests in the Company will be admitted as a Class A Member of the Company pursuant to the terms of the Operating Agreement, which will be executed, upon the admission of the first Member to the Company, by the Class B Member. Various references to the Operating Agreement are contained in this Memorandum, but such references do not purport to be complete descriptions of the provisions of the Operating Agreement. Prospective Investors and their advisor(s) should read the entire Operating Agreement.

CONFLICTS OF INTEREST

The Company is subject to various substantial existing and/or potential conflicts of interest arising out of its relationship with the Manager and/or its Affiliates. These conflicts may involve:

(a) Allocation of Manager’s Activities. The Manager and Affiliates are not required to devote themselves exclusively to the affairs of the Company. Further, the Manager and affiliates may own real estate in the same market as the Property. The Manager and Affiliates may have a conflict of interest in the ownership of these other properties and in allocating Done 4U Investments, services and functions between the Company, Property and their other present and future interests. The Manager and Affiliates believe that they have sufficient time and staff to be fully capable of discharging their responsibilities to the Company and to any other present or future activities.The Manager and/or its Affiliates serve and may serve in such capacity in other limited partnerships, limited liability companies, corporations or entities which will compete with the activities of the Company. The Manager and/or its Affiliates may have conflicts of interest in allocating Done 4U Investments, time, services and functions between other limited partnerships or ventures and this Company as well as any future limited partnerships or limited liability companies. The Manager believes that, together with its affiliates and any employees or agents which may be retained in the future, it has sufficient staff to be fully capable of discharging its responsibilities to this Company and any other present or future limited partnerships, limited liability companies, corporations or entities.The Operating Agreement provides that no contract, action or transaction is void or voidable with respect to the Company because it is between or affects the Company and one or more of its Members, Managers, or officers or because it is between or affects the Company and any other person in which one or more of its Members, managers or officers are Members, Managers, directors, trustees, or officers or have financial or personal interest, or because one or more interested Members, managers or officers participate in or vote at the meeting that authorizes the contracts, action, or transaction, provided certain circumstances apply.

(b) Compensation to Manager and Sponsor. This Offering involves compensation or benefits to the Manager and profit participation to the Sponsor.The Manager and Sponsor believe that the fees that the Company intends to pay are reasonable, in light of the tasks and risks undertaken, and will result in substantial benefits to the Class A Members.


(c) Lack of Independent Counsel. The Prospective Investors, Manager, Sponsor and the Company have not had separate legal counsel in connection with the formation of the Company, the acquisition of the Property and the offering of the Units; nor have the Prospective Investors been represented in preparation of the Operating Agreement. Therefore, the terms of such arrangements have not been determined on an arms-length basis. Prospective Investors should seek the advice of their own counsel.

(d) Liability of Members and Manager. Applicable state law and the Operating Agreement provide that the debts, obligations and liabilities of the Company, however or wherever arisen or derived, shall be solely those of the Company, and no Member of the Company shall be personally liable for the same to third parties solely by reason of his or her status as a Member, and that the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or Done 4U Investments of its business or affairs shall not be grounds for imposing personal liability on Members for liabilities or obligations of the Company.

STANDARD OF CARE; INDEMNIFICATION

Standard of Care of Manager. California law provides that manager of a limited liability company shall perform their duties as manager in good faith, in a manner they reasonably believe to be in or not opposed to the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances. This is in addition to the several duties and obligations of and limitations on the Manager as set forth in the Operating Agreement. To impose liability on a manager, however, it must be shown by clear and convincing evidence that the standard of care was not met by the Manager.It should be noted that the cost of litigation against any Manager for enforcement of the standard of care may be prohibitively high and that any judgment obtained may not be collectible since the Manager in not bonded and any judgment exceeding their net worth may not be collectible. An investment decision should be based on the judgment of an Investor as to the investment factors described in this Memorandum rather than reliance upon the value of the right to bring legal actions against or to control the activities of the Manager.Notwithstanding the standards of care obligations, the Manager has broad discretionary power under the terms of the Operating Agreement and under applicable state law to manage the affairs of the Company with the assistance, if desirable, of consultants or others retained for the account of the Company or the Manager. Generally, actions taken by the Manager are not subject to vote or review by the Members, except to the limited extent provided in the Operating Agreement.Indemnification. The Operating Agreement provides that the Company may, to the fullest extent not prohibited by the Company's Operating Agreement or any provisions of applicable law indemnify the Manager against any and all costs and expenses (including amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or any claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, including any settlements thereof or any appeal therein, with respect to which the Manager are named or otherwise becomes or is threatened to be made a party by reason of being or at any time having been a Manager of the Company or, at the direction or request of the Company, a manager, director, trustee, officer, employee, or agent of or fiduciary for any other limited liability company, corporation, partnership, trust, venture, or other entity or enterprise.Because there are provisions in the Operating Agreement for indemnification of the Manager, purchasers of Class A Units may have a more limited right of action than they would have absent such provision in the Operating Agreement. Insofar as indemnification for liabilities arising out of the Securities Act of 1933, as amended, may not be provided to directors, officers and controlling persons pursuant to the foregoing, or otherwise, the Manager have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is contrary to public policy and is, therefore, unenforceable.

RESTRICTION ON TRANSFER

The Units have not been registered under the Act. The Units are being offered and will be sold in the absence of any registration under the Act, by reason of an exemption under Section 4(2) and/or Regulation D promulgated under the Act. The availability of such exemption is dependent, in part, upon the "investment intent" of each Investor and will not be available if any Investor purchases a Unit with a view toward its distribution. Accordingly, each Investor will be required to acknowledge that his purchase is being made for investment, for his own record and beneficial account, and without any view to the distribution thereof. A Unit may not be resold by a Member unless and until it is subsequently registered under the Act and applicable state securities laws or unless appropriate exemptions from registration are available.Investors have not been, and will not be, granted the right to require the registration of the Units under the Act and applicable state securities laws. Moreover, the Company has no intention to register the Units under federal securities laws (or to take any action to make exemptions from registration on resale or transfer available to the Investors) and, in view of the nature of the transaction, it is highly unlikely that there will be any such registration (or such action taken) at any time in the future. Accordingly, an Investor must bear the economic risk of an investment in a Unit for an indefinite period of time.If a Member wishes to dispose of his Units in a transaction not requiring registration under the Act and applicable state securities laws, such disposition is governed by, among other things, the terms of the Operating Agreement.Notwithstanding the foregoing, after the termination of the Offering no Unit or any part thereof may be assigned, sold, exchanged or transferred if such conveyance, together with the conveyance of all other Units assigned, sold, exchanged or otherwise transferred within the period of twelve (12) consecutive months prior thereto might result in the termination of the Company under the provisions of Section 708(b) of the Internal Revenue Code, or any successor statute, except as set forth in the Operating Agreement. Finally, no sale, exchange or other transfer or assignment of the whole or any portion of a Unit will be permitted without the prior written consent of the Members, which consent will be withheld if (a) all applicable Federal and state securities laws and regulations with respect to transfers of securities, including but not limited to the Act and the Securities and Exchange Act of 1934, as amended, are not complied with to the satisfaction of the Members, or (b) in the sole opinion of counsel to the Company there will be adverse consequences to the Company or any of the non-transferring Members under any applicable Federal, state or local income tax laws or regulations, or (c) for any other reason in the sole discretion of the Members.

HOW TO SUBSCRIBE FOR CLASS A MEMBERSHIP UNITS

A prospective purchaser of Class A Membership Units (a “Prospective Investor”) has received Offering Documents containing the following documents which the Subscriber should complete, date, execute, acknowledge (where required) and deliver to the Manager:

1. An Operating Agreement, Investor Questionnaire and Subscription Agreement (attached hereto as Exhibits A, B and C, respectively); and

2. A check or wire transfer made in accordance with the instructions set forth in the Subscription Agreement.

1. An Operating Agreement, Investor Questionnaire and Subscription Agreement (attached hereto as Exhibits A, B and C, respectively);

and

2. A check or wire transfer made in accordance with the instructions set forth in the Subscription Agreement.

The Manager, in its sole discretion, may accept subscriptions for Class A Membership Units in amounts that are less than the minimum. Subscriptions may be accepted or rejected by the Manager in its sole discretion. If a Prospective Investor's subscription is rejected, his or her subscription payment will promptly be returned. If a Prospective Investor’s subscription has been accepted, his or her subscription payment will be held until the earlier to occur of (i) the Maximum has been sold; or (ii) it is terminated by the Manager.