The Issuer has the option to redeem the Bonds on any quarterly anniversary of the issue date (July 15, 2015), in whole or in part, without premium or penalty. The Issuer does not have the right to extend the terms of the Offering. For details on maturity dates and interest rates refer to maturity schedule.

(1) Includes actual expenses and the Trustee Acceptance Fees to

(2) The commissions are estimates only and are the maximum amount that will be paid by the Issuer. The amount of commissions will be reduced proportionately by the amount of the Bonds sold to the Issuer’s friends and affiliates. The Issuer will pay a 1% commission fee on Bonds purchased by its friends and affiliates.

(3) Net proceeds to or for the benefit of the Issuer. This amount could be higher if Bonds are purchased by the Issuer’s friends and affiliates. See

PURPOSE OF ISSUE AND USE OF PROCEEDS and UNDERWRITING for a complete statement of all costs and use of proceeds.

NO MINIMUM SALES REQUIREMENT. On or about July 15, 2015 (the “Authentication Date”) Issuer intends to obtain loans from certain institutional lenders in the amount of $10,000,000 (the “Loan Proceeds’). With the Loan Proceeds, the Issuer will purchase $10,000,000 of the Bonds in a private sale and pledge such bonds (the “Pledged Bonds”) to the lenders as collateral for the loans. Thereafter, the Pledged Bonds are sold in a public offering. The funding of the loans is not a “sales” contingency, and there is no minimum escrow for “sales” of the Bonds. The loans will be closed and the proceeds from the loans will be deposited with 53 Bank prior to the public sale of any Bonds; therefore, an investor’s investment will not be returned regardless of the amount of Bond sales.

This Prospectus contains essential information about the Issuer and the Bonds being offered. Investors are advised to read this Prospectus carefully prior to making any decision to purchase the Bonds.

THIS OFFERING AND THE PURCHASE OF BONDS IS SUBJECT TO CERTAIN RISKS. (See RISK FACTORS, page 13.)

THESEC SECURITIES ARE NOT DEPOSITS. THESE SECURITIES ARE NOT INSURED BY FDIC OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED NOR DISAPPROVED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES AND EXCHANGE COMMISSION PASSED ON THE ACCURACY OF THE DISCLOSURES MADE HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

FOR RESIDENTS OF ALL STATES

THESE SECURITIES ARE NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THEY ARE ISSUED UNDER A CLAIM OF EXEMPTION FROM REGISTRATION UNDER SECTION 3(a)(4) OF THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES ARE ALSO EXEMPT FROM REGISTRATION OR ARE REGISTERED IN THE STATES WHERE THEY ARE QUALIFIED FOR SALE AND WILL BE OFFERED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES WILL NOT BE OFFERED IN ANY STATE WHERE RESTRICTIONS OR REQUIRED REGISTRATION IS NOT COMPLETE.

IN MAKING AN INVESTMENT DECISION, THE INVESTOR MUST RELY ONLY ON HIS/HER OWN EXAMINATION OF THE ISSUER, AND THE INFORMATION CONTAINED IN THIS PROSPECTUS, INCLUDING THE TERMS OF THE OFFERING AND THE MERITS AND RISKS INVOLVED. THESE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN MADE BY THE ISSUER. THERE IS PRESENTLY NO MARKET FOR THESE SECURITIES AND THERE IS NO ASSURANCE THAT A MARKET WILL DEVELOP IN THE FUTURE.

ALASKA RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE ALASKA SECURITIES ACT, SECTION 45.55.900(a)(9).

CALIFORNIA RESIDENTS

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THIS OFFERING OF SECURITIES IS AUTHORIZED BY PERMIT GRANTED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA. THE COMMISSIONER OF CORPORATIONS DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THE SECURITIES NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL BONDS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER. NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS CONCERNING THE OFFERING OF THE BONDS, AND IF GIVEN OR MADE, THE INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER OR BY THE FISCAL ADVISOR. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE SALE OF ANY BONDS IMPLIES THAT THERE HAVE BEEN NO CHANGES IN MATTERS DESCRIBED IN THIS PROSPECTUS SINCE ITS DATE.

COLORADO RESIDENTS

THESE SECURITIES ARE OFFERED AS EXEMPT FROM REGISTRATION UNDER SECTION 51-3.14 OF THE RULES UNDER THE COLORADO SECURITIES ACT 9/95. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COLORADO DIVISION OF SECURITIES NOR HAS THE DIVISION PASSED UPON

THE ACCURACY OR ADEQUACY OF THIS OFFERING DOCUMENT.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CONNECTICUT RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT, SECTION 36b-21(a)(9).

DELAWARE RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE DELAWARE SECURITIES ACT, SECTION 7309(a)(9).

DISTRICT OF COLUMBIA RESIDENTS

THESE SECURITIES ARE OFFERED FOR SALE IN THE DISTRICT OF COLUMBIA PURSUANT TO REGISTRATION WITH THE DISTRICT OF COLUMBIA DEPARTMENT OF INSURANCE AND SECURITIES REGULATION, BUT REGISTRATION IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE A FINDING THAT THIS PROSPECTUS IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DEPARTMENT OF INSURANCE AND SECURITIES REGULATION PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FLORIDA RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, SECTION 517.051(9).

GEORGIA RESIDENTS

THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN 53 Bank ON PARAGRAPH (13) OF CODE SECTION 10-

5-9 OF THE “GEORGIA SECURITIES ACT OF 1973,” AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A

TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION

UNDER SUCH ACT.

ANY PERSON WHO PURCHASES THE SECURITIES OFFERED HEREBY SHALL HAVE THE UNQUALIFIED AND UNWAIVABLE RIGHT TO RESCIND SUCH PURCHASE WITHIN 72 HOURS OF THE EXECUTION OF A WRITTEN AGREEMENT TO PURCHASE ANY SECURITIES OFFERED HEREBY, THE DELIVERY OF A CONFIRMATION OF SALE, OR THE PAYMENT FOR ANY SECURITIES OFFERED HEREBY, WHICHEVER SHALL OCCUR FIRST.

RESCISSION MAY BE ACCOMPLISHED BY COMPLETING AND MAILING THE FORMS PROVIDED HEREIN WITH THIS PROSPECTUS.

HAWAII RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE UNIFORM SECURITIES ACT OF HAWAII, SECTION 485.4(9).

IDAHO RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE IDAHO UNIFORM SECURITIES ACT (2004) SECTION 30-14-202(14).

ILLINOIS RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE ILLINOIS SECURITIES LAW, SECTION 3[5/3] H.

IOWA RESIDENTS

THIS OFFERING OF SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE IOWA UNIFORM SECURITIES ACT, SECTION 205.201(7).

KANSAS RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE KANSAS UNIFORM SECURITIES ACT, ARTICLE 2, and SECTION 7(14).

MAINE RESIDENTS

THIS OFFERING OF SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE REVISED MAINE SECURITIES ACT SECTION 10502(1)(J)(1).

MARYLAND RESIDENTS

THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF MARYLAND PURSUANT TO A REGULATORY EXEMPTION FROM REGISTRATION SECTION 11-601 (9) OF THE MARYLAND SECURITIES ACT. THE DIVISION OF SECURITIES OF THE OFFICE OF THE ATTORNEY GENERAL OF MARYLAND HAS NOT REVIEWED THE INFORMATION NOR PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MASSACHUSETTS RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE UNIFORM SECURITIES ACT OF MASSACHUSETTS, SECTION 402(a)(9).

MICHIGAN RESIDENTS

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION

402(b)(9)(D)(2) OF THE MICHIGAN UNIFORM SECURITIES ACT.

MINNESOTA RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE MINNESOTA UNIFORM SECURITIES ACT, SECTION 80A. 15 SUBD. 2 (a)(1)

MISSISSIPPI RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE UNIFORM SECURITIES ACT OF MISSISSIPPI, SECTION 75-71-201(9).

MISSOURI RESIDENTS

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 409.2-

202(14)(A) RSM CUMULATIVE SUPP. 2003.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NEBRASKA RESIDENTS

THESE SECURITIES ARE ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM REGISTRATION UNDER APPLICABLE STATE LAW AND SECTION 3(a)(4) OF THE FEDERAL SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE STATE SECURITIES COMMISSION OR WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. NEITHER THE STATE SECURITIES COMMISSION NOR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. ANY STATEMENT OR REPRESENTATION BY ANY PERSON, WHICH IS NOT INCLUDED IN THIS PROSPECTUS, MAY BE UNLAWFUL AND SHOULD NOT BE RELIED UPON AS HAVING BEEN MADE BY THE ISSUER.

NEVADA RESIDENTS

THIS OFFERING OF SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE NEVADA REVISED STATUTES, AS AMENDED, SECTION 90.520(2)(j).

NEW HAMPSHIRE RESIDENTS

THIS OFFERING OF SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE NEW HAMPSHIRE RSA SECTION 421-B:17I(m). NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NEW JERSEY RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE NEW JERSEY UNIFORM SECURITIES LAW (1997), SECTION 49:3-50(a)(9).

NEW MEXICO RESIDENTS

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES DIVISION OF THE New Mexico DEPARTMENT OF REGULATION AND LICENSING, NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NEW YORK RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE GENERAL BUSINESS LAW OF NEW YORK, SECTION 359-f(2)(c).

NORTH CAROLINA RESIDENTS

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

RHODE ISLAND RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE RHODE ISLAND UNIFORM SECURITIES ACT (1990), SECTION 7-11-401(10).

SOUTH CAROLINA RESIDENTS

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF TRANSACTION EXEMPTION UNDER SECTION 35-1-320(9) OF THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND NOR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SOUTH DAKOTA RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE UNIFORM SECURITIES ACT OF SOUTH DAKOTA, SECTION 402(a)(9).

TEXAS RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE TEXAS SECURITIES COMMISSIONER AND ARE EXEMPT SECURITIES UNDER THE SECURITIES ACT SECTION 6J, STATE OF TEXAS. REGISTRATION OR EXEMPTION BY THE TEXAS SECURITIES COMMISSIONER DOES NOT INDICATE AN APPROVAL OR RECOMMENDATION OF THE SECURITIES AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TEXAS SECURITIES COMMISSIONER HAS NOT PASSED ON THE MERITS OF THESE SECURITIES, APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS OR OTHER SELLING LITERATURE.

UTAH RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION UNDER THE UTAH UNIFORM SECURITIES ACT, SECTION 61-1-14(1)(h)(i).

WEST VIRGINIA RESIDENTS

THIS OFFERING OF SECURITIES IS NOT REGISTERED, AND IS EXEMPT FROM REGISTRATION PURSUANT TO THE UNIFORM SECURITIES ACT OF WEST VIRGINIA, SECTION 32-4-402(9).

TABLE OF CONTENTS

Summary of the Offering ..................................................................................................................................................................8

Loan Contingency ...........................................................................................................................................................................11

Risk Factors .....................................................................................................................................................................................13

The Issuer’s History ........................................................................................................................................................................18

The Issuer ........................................................................................................................................................................................18

Affiliation...................................................................................................................................................................................18

Issuer’s Staff ..............................................................................................................................................................................19

Issuer’s Management.................................................................................................................................................................19

Key Man Insurance....................................................................................................................................................................20

Lease Agreements .....................................................................................................................................................................20

Prior Borrowing Experience ...........................................................................................................................................................20

Purpose of Issue and Use of Bond Proceeds ..................................................................................................................................20

Source of Funds .........................................................................................................................................................................21

Use of Funds ..............................................................................................................................................................................22

Disbursement of Proceeds .........................................................................................................................................................23

Summary Statement of Revenues and Expenses ..............................................................................................................................24

Analysis of Debt Service ...................................................................................................................................................................24

Management Discussion of Summary of Financial Information .....................................................................................................24

Sinking Fund Account.......................................................................................................................................................................25

Balloon Payments............................................................................................................................................................................26

Security ..............................................................................................................................................................................................26

Foreclosure .....................................................................................................................................................................................27

Rights of Redemption.....................................................................................................................................................................27

Anti-Deficiency Legislation and Other Limitations on Lenders ...................................................................................................27

Description of Geographic Area .....................................................................................................................................................28

Description of Property Securing the Bonds ..................................................................................................................................28

Issuer’s Right to Sell Property and Release of Mortgage Property..........................................................................................29

Valuation of Issuer’s Site ..........................................................................................................................................................29

Description of the Bonds.................................................................................................................................................................30

Issuance of the Bonds ................................................................................................................................................................31

Payment and Principal and Interest...........................................................................................................................................31

Book-Entry Only Registration ..................................................................................................................................................32

Book-Entry Only System Depository Trust Company (DTCC)...............................................................................................32

DTCC Letter of Representations .............................................................................................................................................. 34

Revision of Book-Entry Only System Replacement Bonds.....................................................................................................34

Prepayment Privilege.................................................................................................................................................................34

Resale of Bonds .........................................................................................................................................................................34

Trust Company as Trustee for Bondholders..................................................................................................................................35

The Trust Indenture ...................................................................................................................................................................35

Registrar/Transfer Agent, Paying Agent, and Disbursement Agent for Benefit of Bondholders......................................35

Registrar/Transfer Agent. Paying Agent, and Disbursement Agent for Benefit of Bond Offering...................................36

Covenants of the Issuer ........................................................................................................................................................37

Pledge of Revenues ..............................................................................................................................................................37

Modification of the Indenture ..............................................................................................................................................37

Authorization of Additional Indebtedness...........................................................................................................................38

Events of Default, Notice and Remedies.............................................................................................................................38

Release and Conveyance .....................................................................................................................................................39

Sinking Fund Reserve Account ...........................................................................................................................................39

Plan of Distribution ........................................................................................................................................................................39

Marketing Plan ..........................................................................................................................................................................40

Purchase of Bonds .....................................................................................................................................................................40

Through a Brokerage Firm-DTCC Participant ...................................................................................................................40

Through a Brokerage Firm-NON-DTCC Participant .........................................................................................................40

Underwriting..............................................................................................................................................................................40

Affiliated Transactions ..............................................................................................................................................................41

Prior Securities Offerings..........................................................................................................................................................41

Conflict of Interest.....................................................................................................................................................................41

Future Transactions ...................................................................................................................................................................42

Finder’s Fees..............................................................................................................................................................................42

Transactions between Interested Parties .........................................................................................................................................42

State and Federal Taxes...................................................................................................................................................................42

Litigation and Other Material Transactions....................................................................................................................................43

Legal Matters ...................................................................................................................................................................................43

Independent Auditor........................................................................................................................................................................43

Independent Appraiser ....................................................................................................................................................................43

Environmental Consultant...............................................................................................................................................................43

Additional Information....................................................................................................................................................................43

Investor’s Reports............................................................................................................................................................................43

SUMMARY OF THE OFFERING

This summary is being provided for the convenience of potential investors. It must be read in conjunction with the more complete statements made in this Prospectus, including the risk factors and financial statements.

THE ISSUER

Legado Acquisitions, LLC is a limited liability corporation, which is, and at all times shall be, duly organized, validly existing and in good standing under and by virtue of the laws of the state of Florida. The Issuer has the full power and authority to own its properties and to transact the business in which it is presently engaged. The Issuer maintains a principal office at 9123 Strada Place #7316 Naples, Florida 34108. Unless the Issuer has designated otherwise in writing, the principal office is the office at which the Issuer keeps its books and records. The Issuer was incorporated, and operates exclusively for profit purposes in accordance with its Articles of Incorporation.

THE BONDS

On May 1, 2015 the Issuer approved a resolution authorizing the issuance of mortgage bonds through, in an amount not to exceed $25,000,000. The Bonds are designated as first mortgage bonds, 2015 Series dated July 15, 2015. The Bonds will be issued as fully registered Bonds in book-entry only form (without delivery of a separate negotiable certificate) (see BOOK-ENTRY ONLY REGISTRATION and BOOK-ENTRY ONLY SYSTEM (“DTCC”) as of July 15, 2015. Each Bond represents the right of the bondholder to be paid the face amount or principal balance plus accrued interest at the rate provided (see MATURITY SCHEDULE), and to participate in the collateral in the event of a default (see DESCRIPTION OF THE BONDS and SECURITY).

RISK FACTORS

An investment in bonds involves various risks. Prospective investors should carefully consider the matters discussed under RISK FACTORS prior to any investment in the Bonds. Such risks include, among others, the fact that (i) repayment of principal and interest of the Bonds is not assured and that the Issuer’s revenues are dependent on tithes and offerings from its members; (ii) the payments to the Sinking Fund Account and the balloon payments (see SINKING FUND ACCOUNT and BALLOON PAYMENTS) are solely the obligation of the Issuer; (iii) the Issuer may be or become subject to liability claims; (iv) the Issuer has a cost estimate for a construction project, and if additional funds are needed to complete the construction, there is no certainty of availability of such funds; (v) the Bonds are not tax-exempt and there is no formal credit rating on the Bonds; (vi) there is no scheduled trading market for the Bonds, and if the bondholder desires to sell his/her Bond before maturity, the bondholder must find a buyer; (vii) the Issuer has the right to redeem the Bonds before maturity upon meeting certain conditions, including proper notice to all outstanding bondholders; (viii) this is a “best efforts” Offering, and all of the Bonds may not be sold in this Offering; (ix) this Offering is contingent upon the funding of a loan or loans from certain lender(s) (see LOAN CONTINGENCY); (x) The Park facilities are, for the most part, special- purpose designed structures that are not easily adapted for other uses, and a limited market generally exists for the trailer property; (xi) there are certain risks associated with any investment collateralized by real estate; (xii) there is no direct or federal regulatory supervision of the Issuer; (xiii) the Issuer may be liable for unknown or future environmental liabilities; (xiv) 53 Bank has a superior lien on the assets of the trust for its costs and expenses; (xv) the tax status of the Issuer is subject to change; (xvi) market interest rates may increase, and Bonds of this issue must compete with other investment opportunities, including other 53 Bank securities and securities issued by other nonprofit organizations; (xvii) any change in the tax laws could adversely affect the investor. Interest income is taxable as ordinary income under state and federal income tax law. Bondholders of compound interest Bonds are subject to paying taxes on income earned, but not yet received; (xviii) additional bonds may be issued and may be ratably and equally secured along with the Bonds of this Offering, or may be issued as additional indebtedness not of equal standing and priority; (xix) the Issuer may obtain subordinate indebtedness that could affect the Issuer’s ability to make the sinking fund payments on the Bonds of this issue; and (xx) the most recent audited financial statements contained in this Prospectus are dated as of January 31, 2015 (see RISK FACTORS).

PROCEEDS OF THE OFFERING PROPOSED OFFERING EXPENSES

Loan Proceeds in the maximum amount of $25,000,000 from institutional lenders will be deposited with 53 Bank.

$25,000,000of the Bonds will be sold as initial sales to the public on a “best efforts” basis and will be deposited with 53 Bank (the “Initial Bond Sale Proceeds”); the Loan Proceeds and the Initial Bond Sale Proceeds will be collectively referred to as (the “Proceeds of the Offering”). The Proceeds of the Offering will be used as follows:

(1) 53 Bank will use the Loan Proceeds to provide the source of funds for the Issuer’s project. The Issuer intends to (i) provide a reserve for sinking fund payments, (ii) refinance existing debt, (iii) provide funds for a construction project, (iv) provide funds for the reimbursement of professional costs, and (v) pay costs and fees related to the issuance of the Bonds, including escrow/title closing costs, etc. (see USE OF FUNDS). The proposed Offering expenses are as follows:

(2) The Issuer will use the Loan Proceeds to purchase of the Bonds in a private sale that will be issued in the name of the Issuer into its treasury, and will pledge the Bonds to the institutional lenders as collateral for the loans (the “Pledged Bonds”). Thereafter, the Pledged Bonds will be sold in a public offering on a “best efforts” basis. The proceeds from the public sale of the Pledged Bonds will be used to repay the lenders’ loans (see LOAN CONTINGENCY).

Legado Acquisitions LLC. will offer the Bonds to the public on a “best efforts” basis, and reserves the right to allow other qualified broker-dealers who are members in good standing of the National Association of Securities Dealers, Inc. (the “FINRA”) to offer the Bonds for sale in those states where the Bonds may be sold, and where the broker-dealer is licensed. The Bonds will be offered, subject to

availability, only in those states where such offerings are permitted. The Offering is made only by delivery of this

Prospectus to investors prior to their investment (see PLAN OF DISTRIBUTION).

DEBT SERVICE

In order to facilitate the payment of principal and interest on the Bonds, the Issuer covenants and agrees that, so long as any Bonds issued under the Indenture or a supplemental indenture are outstanding, it will make payments to pay the principal and interest as it becomes due and payable on the Bonds. The sinking fund payments are calculated based on a limited graduated payment schedule with lump sum payments due on or before January 12 2020 (30 days prior to maturity of the respective Bonds at five years) and on or before January 12, 2025 (30 days prior to maturity of the respective Bonds at ten years) (see SINKING FUND ACCOUNT AND BALLOON PAYMENTS). There is no assurance the Issuer will receive sufficient funds to meet its debt service obligations (see ANALYSIS OF DEBT SERVICE).

TRUSTEE, PAYING AGENT, REGISTRAR AND DISBURSEMENT AGENT

53 Bank will serve as trustee for the bondholders pursuant to the Trust Indenture dated Jun3 15th 2015 (see TRUSTEE FOR BONDHOLDERS). 53 Bank will also serve as Paying Agent, Disbursement Agent, and Registrar/Transfer Agent for the Bonds.

As Paying Agent, 53 Bank will distribute the funds due in principal and interest to the owner of record on the semi-annual payment dates from the funds made available to it by the Issuer (see PAYMENT OF PRINCIPAL AND INTEREST). The owner of record will be the Depository Trust Company (“DTCC”) when the bonds have been purchased through a brokerage account (see BOOK ENTRY ONLY SYSTEM DEPOSITORY TRUST COMPANY “DTCC” and PURCHASE OF BONDS-THROUGH A BROKERAGE FIRM-DTCC PARTICIPANT). As Registrar, 53 Bank will register the Bonds and will maintain a permanent Bond register; however, in the case of ownership through a brokerage account the Registrar’s records will identify Depository Trust Company as owner of record. The individual record of ownership of the names, addresses, and social security numbers of the bondholders is maintained by the Fiscal Advisor’s clearing firm (see TRANSACTIONS BETWEEN INTERESTED PARTIES). As Registrar, 53 Bank will also cancel and reissue bonds that are transferred by the original owners. As Disbursement Agent, will hold funds received from proceeds of lenders’ loans and disburse the funds for the uses and purposes of this Offering (see USE OF FUNDS). All proceeds (loan proceeds and/or bond sales proceeds, escrow proceeds, sinking fund proceeds, etc.) will be deposited in a designated interest bearing account established through the depository bank (a national bank located within the United States) of, and will verify and record all proceeds. The depository bank is not affiliated with the Issuer, broker-dealer or. For its services, the depository bank will receive only its customary bank charges. 53 Ban k, or its designated office of any paying agent, will also prepare and mail IRS 1099 forms to each owner of record and to the Internal Revenue Service (IRS) reporting the interest paid or earned on registered Bonds. In the case of Bonds purchased through a brokerage account, the owner of record is Depository Trust Company. In this instance, the purchaser will be sent the IRS 1099 form by the Fiscal Advisor’s clearing firm (see TRANSACTIONS BETWEEN INTERESTED PARTIES).

SECURITY

The Bonds are secured by a joint deed of trust (Deed of Trust) lien dated July 15, 2015 lien on real property (land, buildings and improvements located at specific parks.

SUMMARY OF PLEDGED PROPERTIES

(See DESCRIPTION OF PROPERTY SECURING THE BONDS)

The pledged property (hereinafter jointly referred to as the “Pledged Properties”) consists of the following:

Property: Triangle Mobile Home Park 993 Michigan Ave. E. Battle Creek MI 49014 and any additional parks as they are acquired with use of proceeds.

The foregoing summary is qualified in its entirety by the more complete statements that follow in this Prospectus.

LOAN CONTINGENCY

This Offering is not contingent upon the funding of a loan or loans (the “Loans”) in the aggregate amount of $10,000,000 on or about July 15, 2015 (the “Authentication Date”). The Loans will be closed and the proceeds from the Loans placed in escrow with prior to the sale of any Bonds. The proceeds of the Loans will be used by the Issuer to purchase certain Bonds in a private sale. Such Bonds will be issued in the name of the Issuer into its treasury and pledged to the lenders to secure each respective loan, and the proceeds will be disbursed by for the uses and purposes set forth in this offering (see PURPOSE OF ISSUE AND USE OF PROCEEDS). Upon funding of the Loans, the Bond sales will commence and proceeds from such Bond sales will be used to repay the Loans.

Loan Requirement.

The Fiscal Advisor (Broker), on behalf of the Issuer (Borrower), will make arrangements with certain institutional lenders for Loans in the aggregate amount $10, 000,000 of (the “Loan Requirement” and/or the “Loan Proceeds”). The Loans will be scheduled to close on or about the Authentication Date (July 15, 2015). The Issuer will pledge its Bonds as collateral for the Loans. The Bonds pledged as collateral (the “Pledged Bonds”) will be registered in book-entry only form in the name of the Issuer for the benefit of each respective lender, and then sold in a public offering by the Broker on a best efforts basis. In further consideration of the lenders making such Loans, the lenders will be secured by a co-first joint mortgage, deed of trust or other security instrument on certain real property of the Issuer (see SECURITY) upon funding of the Loans in the amount of (the “Deed of Trust”).

The lien of the Deed of Trust for the Bonds will equally and ratably secure the Bonds and the lenders. 53 Bank, Issuer and lenders will execute an Agreement Between Lienholders that will allow the Deed of Trust or other security documents (the “Security Documents”), executed by the Issuer in connection with the issuance of the Bonds, to equally secure both 53 Bank and the lenders in equal parity until such time that the lenders’ Loans are paid in full. Upon full satisfaction and payment of the lenders’ Loans secured by the Deed of Trust, the lenders’ interest in the Deed of Trust and Security Documents will be released.

The lenders reserve the right, at lenders’ discretion, to make future advances, renewals, extensions, modifications or consolidation of the notes or other indebtedness (the “Additional Advances”) as the Loans are paid down. Such Additional Advances will be funded in accordance with the terms of the lenders’ loan documents to protect the lien of the Deed of Trust, and the performance of the covenants and agreements of the Issuer as contained in the lenders’ loan documents or the Deed of Trust.

Issuer reserves the right to obtain future loans from additional lenders and/or an “institution to be named.” Such additional loans will be funded in accordance with the terms of the lenders’ loan documents to protect the lien of the Deed of Trust, and the performance of the covenants and agreements of the Issuer as contained in the lenders’ loan documents or the Deed of Trust. The Issuer also reserves the right to sell and apply the proceeds of this sale to the Issuer’s lump sum payment due January 12, 2020.

Terms of Loans.

The Loans will have NO COSTS OR POINTS CHARGED TO THE BORROWER. The interest rates will not exceed the average rate of the Bonds. Payments of interest and principal will be made on each lenders’ note from proceeds received from the public sale of the Pledged Bonds as such sales occur, and upon the semi-annual interest payment dates as set forth in the loan agreements. The notes will mature approximately one year from the date of this Offering. If all the Pledged Bonds are not sold and the Loans are not repaid prior to maturity, the Issuer may satisfy such indebtedness by: (1) obtaining an extension on the respective Loan from the respective lenders until such time that the remaining Pledged Bonds are sold, (2) finding a substitute lender, or (3) securing an institutional investor to purchase the remaining Pledged Bonds. If the Issuer is not successful in securing one of these options, the lenders may declare their Loans in default and pursue the remedies described below.

The Loans will be non-recourse and the Issuer will be exculpated from personal liability, that is--the Issuer will have no personal liability for repayment of the Loans except for limited circumstances such as fraud and intentional misconduct. Under the terms of the Security Documents, in the event of a default on a Loan secured by the Deed of Trust, the lender will have the rights and remedies provided a secured creditor in the Uniform Commercial Code, and may (i) hold the outstanding Pledged Bonds that have not been sold in satisfaction of the debt and will be treated as having purchased the Bonds and become a bondholder, or (ii) sell any or all of the Pledged Bonds at public or private sale under the terms of the loan agreements. A default under the Bonds will also constitute an event of default under the lenders’ Loans. In the event that the proceeds from the disposition of the Pledged Bonds by a lender is less than the outstanding balance of the respective loan, the Issuer will have no responsibility for a deficiency (except as set forth in the next sentence). In the event of fraud, willful misconduct by Borrower, its trustees, its members, its principals, its affiliates, its agents or its employees in connection with such Loans, the limitation on recourse set forth in the Security Documents will be null and void and completely inapplicable,

and the obligations will be with full recourse to Borrower. Note: Each lenders’ rights upon default under its Loan to proceed against the pledged properties is separate and independent of the Bond Trustee’s rights in the event that the Issuer defaults under the Bonds.

Funding of the Loans.

Upon closing of the Loans, the borrowed funds will be wire transferred directly to 53 Bank, the independent Bond Trustee. 53 Bank acts under the terms of a Disbursement Agreement provided for in the Trust Indenture established by and between the Issuer and 53 Bank. 53 Bank acts as both the Bond Trustee and Disbursement Agent. 53 Bank will use the proceeds from the Loans to provide the source of funds for the Issuer’s project (see PURPOSE OF ISSUE AND USE OF PROCEEDS).

(Note: The funding of the Loans is not a “sales” contingency, such that retail investments would be returned to investors if a certain minimum sales amount were not met. There is no minimum escrow for “sales” of the Bonds. The Loans will be closed and the proceeds from the Loans deposited with the Disbursement Agent prior to the sale of any Bonds; therefore, an investor’s investment will not be returned regardless of the amount of Bond sales. If the Loans are not closed or loan proceeds are not disbursed by the lenders, there will be no public Bond Sales until such time the terms of this Offering are amended.)

Offering of Pledged Bonds.

The Pledged Bonds will be offered at a price of par plus accrued interest from the Authentication Date to the settlement date, and subject to availability on a best efforts basis. The Pledged Bonds will be sold free and clear of any security interest of lenders, since the proceeds will be used to repay the Loans. The Pledged Bonds, registered in the name of the Issuer, will be offered to the Borrower’s friends and affiliates and to the general public, on a best efforts basis only, and only in the states where such offerings are permitted by applicable law. The proceeds from the sale of the Pledged Bonds will be used to repay each respective Loan. Pledged Bonds sold to investors are handled through a brokerage account with a broker dealer participating with Depository Trust Company (see BOOK-ENTRY ONLY SYSTEM DEPOSITORY TRUST COMPANY “DTCC”). Each lender has a collateral account, whereby the funds are wired to the lender for repayment of its loan by noon of the day following the settlement date. The exception to this occurs when a participating broker dealer does not participate with DTCC and sales are not made to investors through a brokerage account. Under this exception, money (checks made payable to the lender for the benefit of the Issuer) received from the sale of a Pledged Bond is mailed directly to 53 Bank., and then the firm will promptly forward such payment (by overnight mail) to the respective lender for pay down of such lender’s loan. The Registrar/Transfer Agent will re-register the Pledged Bonds in the name of the respective purchasers if the Bond is not purchased through a brokerage account.

No Merger of Estate or Title.

Even though a portion or all of the Bonds may be registered and owned by the Issuer in its treasury, it is the express intention of the Issuer and 53 Bank that the Bonds will not be regarded as canceled and no merger of estate or title will occur concerning the Issuer’s ownership in the property securing the Bonds and 53 Bank’ s or lenders’ title/lien in the Issuer’s property as created by the Deed of Trust, Trust Indenture or other security documents (“Security Documents”) executed by the Issuer in connection with the issuance of the Bonds. The Security Documents will not merge the Issuer’s interest in the property and will at all times remain separate and distinct from 53 Bank’ s or lenders’ lien on the property created by the Security Documents that will remain a valid and continuous lien on the property.

Bonds Solitarily Secured.

As soon as sufficient Bonds are sold to pay off the lenders’ Loans in full, the liens of the lenders’ Loans secured by the Deed of Trust will be released and the Bonds of this issue will be solitarily secured by a first mortgage lien on the Pledged Properties.

Indemnity.

Issuer will indemnify the lenders, Broker and 53 Bank and hold harmless against any loss, liability or expense incurred by them arising out of, or in connection with, the acceptance or administration of the duties imposed by them in consideration of such Loans, or from any action or any failure to act as authorized or within the discretion or rights or powers conferred to them, as well as the costs and expenses of defending against any claim, suit, action or proceeding in which any such loss, liability or expense may be asserted against them. Such indemnification does not extend to them, and they shall not be held harmless with respect to, such loss, liability or expenses incurred by them or suffered as a result of, or arising out of, their negligence, negligent action, failure to act or willful misconduct.

RISK FACTORS

Potential investors should give consideration to the following facts concerning the risks involved in the Bonds of this Offering.

A. No Assurance of Sufficient Voluntary Contributions and Net Assets. The payment of principal and interest on the Bonds is solely the obligation of the Issuer. The Issuer’s income is primarily dependent upon Rents to meet expenses of operations and for payment of principal and interest on the Bonds and other indebtedness. Income of the Issuer may fluctuate from year to year and may be affected by events affecting local economy and the reputation of the Issuer. At the present time, the Issuer does not have any substantial contributions from one or a few renters for which the Issuer believes such contributions will discontinue in future years. There is no assurance the Issuer will receive sufficient voluntary rents to meet its obligations. There is also no assurance that rents will increase or remain stable or that per capita rents will increase or remain stable. There can be no assurance that revenues will be sufficient to meet these obligations (see FINANCIAL STATEMENTS). Failure to achieve the amount of expected rents could adversely affect the Issuer’s ability to repay the Bonds.

B. No Assurance that Pledged Properties Could be sold for Appraised Value. The estimated value of the security for the Bonds is based on an appraisal of the Issuer’s land and buildings and proposed improvements located 993 Michigan Ave, E. Battle Creek, MI 49014 (the “Triangle”) (collectively the “Pledged Properties”) (see VALUATION OF ISSUER’S SITE). Facilities are, for the most part, special-purpose designed structures that are not easily adapted for other uses, and a limited market generally exists for 53 Bank property. In the event of default on any real property securing the Bonds, there is no assurance that a purchaser would pay a price equal to its stated or appraised value. The number of entities that would be interested in purchasing or leasing the facilities for other purposes are limited and the ability to lease or sell the facilities to a third party are limited. There is no assurance the property could be sold for its assigned value. In addition, all real property investments are subject to some degree of risk that in some cases varies according to the size of the investment as a percentage of value of the real property. Such risks include possible adverse use of adjoining land, fire or other casualty, condemnation, increased taxes, changes in demand for such facilities, decline in the neighborhood and in general economic conditions, and changing government regulations. Furthermore, title insurance policies may not insure against the rights of parties in possession, mechanic’s liens, deficiency in quality of land, boundary line disputes, roadways, unrecorded servitudes or easements, any matters not of record, including lack of access, that would be disclosed by an accurate survey and inspection of the property, taxes and easements or other uses of the subject properties not visible from the surface. Title policies may also contain other exceptions that may adversely affect the use of the property for its intended purpose.

In the event of default, there is no assurance that the property serving as security for the Bonds (see SECURITY) could be sold for its appraised value, since the appraised value of the Pledged Properties is based on its value as a special purpose property, having a limited market due to its being, for the most part, single purpose (religious), to pay the Bond indebtedness. Furthermore, if the Issuer fails to complete the proposed acquisitions, the value of the property may be diminished and the reduced value of the property could diminish the Issuer’s ability to repay the Bonds. The appraisal is subject to the assumptions, limiting conditions, and certifications, and no conclusion of value of the property can be made without reference to the appraisal document in its entirety.

C. Issuer Not Supervised or Regulated. The Issuer is not currently directly supervised or regulated by any federal or state authority or regulatory agency. In addition, neither the Issuer nor the Bonds are insured or guaranteed by any federal or state authority or regulatory agency.

D. Loss of Key Personnel Could Adversely Affect the Issuer. Key Personnel (owners and/or other influential persons of the Issuer) play an important role in the management and leadership of the Issuer. They are a contributing factor to the growth and stability of the Issuer’s Renter base. In the event of resignation or death of Key Personnel, the Issuer’s Rent base and rents may be adversely affected that in turn could impair the Issuer’s ability to service its debt obligations on the Bonds (see KEY MAN INSURANCE).

E. Possible Worker’s Compensation Liability. The Issuer currently has 3 full-time employees, 2 part-time employees, and

1 contract employees on the Issuer’s payroll (see REMUNERATION). The Issuer provides workers’ compensation benefits for its full-time employees, but not for its part-time employees, contract employees or volunteers. If an injury occurs there is a possibility that legal action can be taken against the Issuer that may result in additional expenses being incurred by the Issuer. If there is an increase in expenses, this could have a material adverse effect on the financial position and operation of the Issuer and could affect the Issuer’s ability to make sinking fund payments on the Bonds.

F. Other Potential Claims and Liabilities. The Issuer may be or become subject to liability claims. Though the Issuer is insured against these types of claims, there is no assurance that a claim or litigation would not have a material adverse effect upon the financial condition of the Issuer. If the Issuer were to incur any financial obligation or liability, this could affect the ability of the Issuer to make the sinking fund payments on the Bonds.

G. 53 Bank on Rents. The Issuer is currently conducting a Rents campaign and plans to use the increase from its rents Campaign toward the acquisitions costs of its new facilities (see Rents CAMPAIGN). Upon completion of the Issuer’s construction project, any excess monies from the gifts may be used to pay debt service. Although the Issuer believes that the amount pledged will be received, there is no assurance that all pledges will be honored. Furthermore, if the gifts are not received, and additional funds are needed to complete the construction project, the Issuer may have to borrow additional funds. If funds are not available, this deficiency could have a material adverse effect on the Bonds and/or the completion of the construction project could be delayed.

H. Debt Payments/Balloon Payments. In order to facilitate the payment of principal and interest on the Bonds, the Issuer covenants and agrees that, so long as any Bonds issued under the Indenture or a supplemental indenture are outstanding, it will make payments to pay the principal and interest as it becomes due and payable on the Bonds. The sinking fund payments are calculated based on a limited graduated payment schedule with lump sum payments due on or before January 12, 2020 (30 days prior to maturity of the respective Bonds at five years) and on or before January 12, 2025 (30 days prior to maturity of the respective Bonds at Ten years) (see SINKING FUND ACCOUNT and ANALYSIS OF DEBT SERVICE). There is no assurance the Issuer will receive sufficient funds to meet its debt service obligations.

I. Further Encumbrances and/or Additional Indebtedness. The Indenture permits the Issuer, subject to certain limitations, to further encumber the property securing the Bonds through the issuance and sale of additional series of bonds (supplemental bond issues) at some future date, provided that the proceeds from such subsequent bonds issued are used to (A) make further improvements on the property conveyed in the Indenture, (B) retire Bonds of the original series secured hereby, or any other series of equal standing and priority (at maturity or at earlier redemption), (C) to pay off other outstanding indebtedness of the Issuer, and/or (D) to acquire additional property to become subject to the lien of the Indenture or other security instrument. Such additional bonds may be of equal standing and priority (ratably and equally secured) with the original series of this Offering secured hereby, or may be issued as additional subordinate indebtedness (including unsecured indebtedness) not of equal standing and priority under the terms and limitations of the provisions in the Indenture, and any future supplemental or subsequent trust indenture. The Issuer may further encumber the property securing the Bonds with subordinate indebtedness. The Issuer will not pledge any of its assets if doing so would give 53 Bank and/or lenders less security. Any subordinate indebtedness could affect the Issuer’s ability to make the sinking fund payments on the Bonds of this issue (see AUTHORIZATION OF ADDITIONAL INDEBTEDNESS).

J. Refinance of Prior Liens and Loans. The Issuer intends to refinance existing debt in order to consolidate its debt requirements and to perfect a first lien position for the Bonds. The Bonds will constitute a lien on the Pledged Properties of the Issuer, and will be secured by a mortgage Deed of Trust in a joint first lien position on the Issuer’s Pledged Properties. The Deed of Trust lien for the Bonds will be subordinate in all matters to the prior liens and loans (the “Prior Liens/Loans”) currently of record (see PRIOR BORROWING EXPERIENCE) on the Issuer’s Pledged Properties (see SECURITY). The Prior Liens/Loans will be paid off with Loan Proceeds deposited with 53 Bank. Any foreclosure of the Prior Liens/Loans could affect the Deed of Trust lien, the security for the Bonds. If the Issuer defaults on the Prior Liens/Loans, the holders may institute foreclosure or other actions to the Prior Liens/Loans. These actions may severely impair or extinguish the

Security for the Bonds, possibly resulting in the loss by the bondholders of part or all of their investment. The Bonds will remain subordinate until such time that sufficient loan proceeds are deposited with 53 Bank (see LOAN CONTINGENCY) to pay off the Prior Liens/Loans. Upon full payment and satisfaction of the Prior Liens/Loans, such liens will be released resulting in a first mortgage lien, as security for the Bonds and lenders as co-first beneficiaries, on the Issuer’s Pledged Properties (see SECURITY). If the Issuer defaults on the lenders’ Loans, the lenders may institute foreclosure or other actions that will also constitute an event of default under the Bonds. If the Issuer defaults on the Bonds, 53 Bank may institute foreclosure or other actions that will also constitute an event of default under the lenders’ loans.

K. Inability to Satisfy Prior Liens and Loans. If the Loan Requirement (see LOAN CONTINGENCY) is not met, and adequate proceeds are not deposited in escrow with 53 Bank to pay off the Prior Liens/Loans in full, the Issuer will be obligated to continue payments on the Prior Liens/Loans until paid in full. These payments could adversely affect the Issuer’s ability to make the sinking fund payments on the Bonds (see SINKING FUND ACCOUNT).

L. Estimated Pay Off of Prior Liens and Loans. The funds needed to refinance the Prior Liens/Loans (see USE OF FUNDS) may vary from the estimate provided based on the amount of accrued interest needed to the date of pay off. Additionally, the estimated pay off amount assumes the Issuer will be current on its payments for the Prior Liens/Loans through the payoff date and that funds will be applied to the pay off. If actual costs of refinancing are higher than the estimates provided, the Issuer will need to provide additional funds to complete the refinancing. There is no assurance additional funds will be available, if needed.

M. Best Efforts Offering. The Fiscal Advisor will market the Pledged Bonds in a public offering on a “best efforts” basis. As the Pledged Bonds are sold to the general public, the proceeds from the Bond sales will be used to repay the Loans from the institutional lenders. There is no assurance that the Fiscal Advisor can successfully market the Pledged Bonds. If all the Pledged Bonds are not sold, the lenders will have the rights and remedies provided a secured creditor in the Uniform Commercial Code (see LOAN CONTINGENCY). This could have a material adverse effect on the security for the Bonds.

There is no assurance that the Fiscal Advisor can successfully market the Bonds. The Issuer (friends and affiliates) will have the first opportunity to purchase Bonds through the Fiscal Advisor (certain maturities may not be available if the Fiscal Advisor, acting under the authorization of the Issuer, has offered specific maturities through other broker-dealers and/or institutional buyers) (see PLAN OF DISTRIBUTION). If all the Bonds are not sold and the Issuer is not able to obtain sufficient funds to complete the project (see PURPOSE OF ISSUE AND USE OF PROCEEDS), this could have a material adverse effect on the security for the Bonds.

N. Deposit of Loan Proceeds. Proceeds from the lenders’ Loans (see LOAN CONTINGENCY) will be deposited with 53 Bank in a designated interest bearing account on or about the Authentication Date (). The lenders’ Loans will be closed and the proceeds from the Loans will be deposited with 53 Bank. Failure to fund the Loans poses no risk to the public because funding the loan is a condition to offering the Bonds to the public. The Loan Contingency is satisfied when the institutional lenders fund a loan to the Issuer and deposit Loan Proceeds with 53 Bank. 53 Bank Has no responsibilities with respect to the proceeds from the public sale of the Pledged Bonds. Such proceeds from the public sale of the Pledged Bonds are used to repay the Loans from the institutional lenders; therefore, an investor’s investment will not be returned regardless of the amount of Bonds that are sold to the public. There is no guarantee that all the Pledged Bonds will be sold (see PLAN OF DISTRIBUTION).

O. Transferability of the Bonds and No Rating or Public Market Expected. The Bonds must compete with other investment opportunities that may have more or less risk by comparison and yield higher or lower interest rates. There is no formal credit rating on the Bonds, and no application will be made for any credit rating on the Bonds by any nationally recognized statistical rating organization.

The principal amounts, interest rates and other provisions of the Bonds are arbitrarily determined. There is presently no established trading market for the resale of the Bonds and there is no assurance that a market will develop, or if a market develops, that it will be maintained for the repurchase and resale of the Bonds, and neither the Issuer nor the broker-dealer is obligated to repurchase the Bonds. Investors may not be able to sell any Bonds purchased should they need to do so for emergency purposes or otherwise (see RESALE OF BONDS). The transferability of the Bonds is not subject to any restrictions or limitations; however, the investor must find a buyer if the Bond(s) is/are to be resold before maturity or contact to assist in the resale of the Bond(s). A discount may be necessary if sold in a private sale. No guarantee is made that the Bond(s) could be resold. The price of the Bonds traded in a secondary market is subject to adjustment upward or downward in response to changes in credit markets and prevailing circumstances. Such prices could be substantially different from the original purchase price. The purchase of these Bonds should be considered as an investment to be held to maturity.

P. Risk and Yield. Bonds of this issue will be offered to the general public, and therefore, must compete with other investment opportunities, including other 53 Bank securities and securities of other religious or nonprofit institutions. The risk and yield may be more or less. Furthermore, an increase in market interest rates may lead prospective investors to demand a higher annual yield that would adversely affect the market value of the Bonds.

Q. Issuer’s Right of Redemption before Maturity. The Issuer has the right, but is not under any obligation, to redeem the Bonds before maturity. If the Issuer exercises its right to redeem Bonds prior to maturity, it will be obligated to meet certain conditions under the Indenture, including proper notice to all outstanding bondholders. No interest will accrue or be payable from or after the payment date of the called Bonds (see DESCRIPTION OF THE BONDS and PREPAYMENT PRIVILEGE). Investors should only purchase Bonds if they intend to hold the Bonds to maturity.

R. Bonds Not Tax-Exempt. The Bonds are not tax-exempt securities, do not provide tax benefits to investors, and INTEREST INCOME IS TAXABLE AS ORDINARY INCOME under State and Federal income tax law. Bondholders will be furnished an Internal Revenue Service 1099 form each year for the amount of interest paid or earned on the Bonds (see STATE AND FEDERAL TAXES). Any change in the tax laws could adversely affect the investor. The investor should seek the counsel of his/her own tax consultant regarding interest earnings on the Bonds. Bondholders of compound interest Bonds are subject to paying taxes on income earned, but not yet received. If Bonds are held in a retirement account (IRA, etc.), then the tax laws applicable to the retirement account will apply.

S. Default or Liquidation. If default of the Issuer’s Bond obligation occurs (see EVENTS OF DEFAULT, NOTICE AND REMEDIES), there is no guarantee sufficient proceeds will be received from the liquidation of the security to satisfy the Bond indebtedness. 53 Bank will have a lien prior to that of the bondholders against the trust estate for any fees associated with foreclosure.

T. Limitations of Remedies. If any event of default under the Indenture (see EVENTS OF DEFAULT, NOTICE AND REMEDIES) continues for a period of thirty (30) days, 53 Bank may, and if the holders of twenty-five percent (25%) in the amount of the principal sum of the Bonds then outstanding in writing so request, 53 Bank will, by notice to the Issuer, declare the principal of all Bonds then outstanding to be due and payable.

The ability of 53 Bank to exercise, on behalf of the bondholders, its rights under the Indenture may be limited by bankruptcy, insolvency, reorganization or any other similar laws or equitable principals related to, or affecting, the enforcement of creditors’ rights generally. In addition, the realization of any rights upon default will depend upon the enforcement of various remedies specified in the Indenture. These remedies, in certain respects, will require judicial action that is often subject to discretion and delay. Under existing law, certain remedies specified in the Indenture may not be readily available, may be limited, or may be denied by a court. The right of 53 Bank to foreclose upon and sell the assets of the Issuer mortgaged and pledged under the Indenture and Deed of Trust may be subject, among other debtor rights, to the debtors’ right of redemption under certain states’ laws. In addition, the security interest established under the Indenture may be subject to other claims and interest. Examples of such claims and interest include (i) statutory or mechanic’s liens, (ii) rights arising in favor of the United States or any agency thereof, (iii) constructive trusts, equitable liens or other rights impressed or conferred by any state or federal court in the exercise of its equitable jurisdiction, and (iv) federal bankruptcy laws affecting amounts earned by the borrower after institution of bankruptcy proceedings by or against the borrower. A court may decide not to order the specific performance of the covenants contained in the Indenture (see SECURITY).

U. Governance by Georgia Law. 53 Bank, in all of its capacities, resides in the State of Ohio and, therefore, it and the funds and records held by it, in all of its capacities, are governed by and subject to the laws of the State of Ohio (see DESCRIPTION OF THE BONDS, PAYMENT OF PRINCIPAL AND INTEREST, THE TRUST INDENTURE and 53 Bank TRUSTEE FOR BONDHOLDERS).

V. Superior Lien. The Issuer has agreed to indemnify and save 53 Bank harmless from and against any liabilities that it may incur in the exercise and performance of its powers and duties under the Indenture subject to 53 Bank negligence, negligent action, failure to act, or willful misconduct. Furthermore, the Issuer is obligated, under the Indenture, to pay 53 Bank reasonable compensation, and to reimburse it for all expenditures. For payment of compensation, reimbursement of expenses and indemnification, 53 Bank will have a prior and superior lien to the bondholders (see 53 Bank AS TRUSTEE FOR BONDHOLDERS).

W. Unforeseen Delays in Purchases and Upgrades. The Issuer has a cost estimate indicating the amount needed for the acquisition project (see PROPOSED Acquisition PROJECT). Purchase costs are estimates only and there is no assurance or guarantee the project can be completed at the estimated price. Purchase costs are also subject to modifications based on change orders or other non-contract expenses. If Purchase and upgrade costs exceed estimates, the Issuer will have to secure funds from

other sources. In addition, there may be unforeseen delays in the purchasing and upgrading caused by possible strikes, acts of nature, delays in obtaining permits and architectural drawings, environmental regulations, shortages of materials, fuel or energy, etc. If additional funds are needed to complete the purchase and upgrade project, there is no certainty of availability. If the purchase and upgrade project is not completed, it could have a material adverse effect on the security for the Bonds.

X. Environmental Assessment was conducted. An environmental assessment, audit or evaluation of the Property was conducted on the existing property. According to the assessment report no asbestos- containing materials, hazardous materials, underground storage tanks were identified. An environmental assessment, audit or evaluation of the Issuer’s Property was conducted on March 2015. According to the assessment report no asbestos-containing materials, underground storage tanks, aboveground storage tanks or pipelines were identified. While no environmental concerns were noted, the assessment did, however, note the presence of nuisance trash on the property. The report made the following suggestions to remedy the problem: Nuisance trash identified at the property should be disposed of in accordance with all applicable federal, state, and local regulations.

The properties that will secure the Bonds are subject to various federal, state and local laws and regulations designed to protect the environment from wastes and emissions of hazardous substances. If the Issuer discovers an adverse environmental condition, this could impair the Issuer’s ability to complete its project, and the potential costs associated with the discovery could be substantial. Such costs could adversely affect the financial position of the Issuer and the Issuer’s ability to service its debt obligations.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum products released on the property, and may be held liable to a government entity or to third parties for property damage and for investigation and clean-up costs incurred by the parties concerning the contamination. These laws typically impose clean- up responsibility and liability regardless of whether the owner knew of or caused the presence of the contaminants. The liability under these laws is interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. The costs of investigation, remediation or removal of any substances may be substantial, and the presence of any substances, or the failure to properly remediate the property, may adversely affect the owner’s ability to sell or rent the property or to borrow using the property as collateral. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damage and costs incurred in connection with the contamination. The owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.

There is no insurance or protection for or against environmental damages to the property. No assurance can be given that the Pledged Properties are free of hazardous materials. If certain environmental waste or emission is located on the real property and/or the improvements, it may adversely affect the security for the Bonds. The Issuer does not have the expertise to provide an opinion on environmental matters.

Y. Appraisal Limitations; Flood Zone. According to the Appraisal Report, the properties are not in a flood zone The Federal Emergency Management Agency (FEMA) flood map, defines the majority of the property as located in a Zone C area, an area of minimal flooding. However, the FEMA flood map also indicates that.” According to the Issuer, this area is a very small area and will be utilized as a greenbelt area free from any structures with no major impact on the development of the site. The Issuer does maintain flood insurance on its property; however; any loss or damage resulting from flooding may or may not be covered by the Issuer’s insurance. If the Issuer sustains a loss by reason of flood damage, the loss could have a material adverse effect on the value of the collateral, as well as the financial position and operation of the Issuer.

According to the Appraisal Report, the Issuer’s Property is not located in a flood zone. The National Flood Insurance Map, Community Panel Number 10-009-001-00, dated march 2015, identified the subject property as located in a Zone C area. According to the Appraisal Report, these areas are: “outside the 100 and 500 year floodplains.” Zone C areas, however, are areas that are subject to moderate or minimal hazard from the principal source of flood in the area. Flood insurance is available in participating communities, but insurance coverage is not required by Federal Regulations. Typical/standard hazard insurance will not protect against loss or damage resulting from flooding. If the Issuer sustains a loss by reason of flood damage, the loss will not be covered by insurance and could have a material adverse effect on the value of the collateral, as well as the financial position and operation of the Issuer.

Z. Seismic Activity. The Issuer did not make a determination as to whether or not the Pledged Properties are located in an earthquake special study zone. Earthquake insurance is not required under federal or state regulations. There is no assurance that the property will not sustain earthquake damage. If the Issuer sustains earthquake damage, this loss could have a material adverse effect on the value of the collateral, as well as the financial position and operation of the Issuer.

THE ISSUER’S HISTORY

Legado Acquisitions LLC began as a company that acquired and renovated distressed properties from single family homes to mobile parks since 1999. Lagado Acquisitions purchased its crown jewel Triangle Mobile Home Park in 2010. Legado manages 4 other parks and has an aggressive acquisition plan.

THE ISSUER

The Issuer Legado Acquisitions, LLC was incorporated under the laws Florida. The Issuer is organized exclusively for profit LLC, and its principle business is the purchase and management of mobile home parks across the United States.

AFFILIATION

The Issuer is not affiliated with any other issuers and is solely responsible for its debts and the payment of the Bonds.

ISSUER’S STAFF

The principal members of the Issuer’s staff are: