UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
SEMI-ANNUAL REPORT PURSUANT TO
REGULATION A
For the fiscal semi-annual period ended:
(Commission File Number)
ENERGEA PORTFOLIO 3 AFRICA LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
86-2564467
(I.R.S. Employer Identification No.)
(Full mailing address of principal executive offices)
(Issuer's telephone number, including area code)
Class A Investor Shares
(Title of each class of securities issued pursuant to Regulation A)
Caution Regarding
Forward-Looking Statements
We make statements in this Semi-Annual
Report on Form 1-SA ("Semi-Annual Report") that are forward-looking statements
within the meaning of the federal securities laws. The words "outlook,"
"believe," "estimate," "potential," "projected," "expect," "anticipate,"
"intend," "plan," "seek," "may," "could" and similar expressions or statements
regarding future periods are intended to identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from any predictions of
future results, performance or achievements that we express or imply in this Semi-Annual
Report or in the information incorporated by reference into this Semi-Annual
Report.
The forward-looking
statements included in this Semi-Annual Report are based upon our current
expectations, plans, estimates, assumptions and beliefs that involve numerous
risks and uncertainties. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, our actual results and
performance could differ materially from those set forth in the forward-looking
statements. Factors which could have a material adverse effect on our
operations and future prospects include, but are not limited to:
- Our ability
to effectively deploy
the proceeds raised in our offering (the "Offering");
- ability to
attract and retain
members to the online investment platform located at www.energea.com (the
"Platform");
- risks associated with
breaches of
our data security;
- public health crises, pandemics and epidemics, such as those
caused by new strains of viruses such as H5N1 (avian flu), severe acute
respiratory syndrome (SARS) and, most recently, the novel coronavirus
(COVID-19);
- climate
change and natural
disasters that could adversely affect our Projects and our business;
- changes in
economic conditions
generally and the renewable energy and securities markets specifically;
- limited
ability to dispose of
assets because of the relative illiquidity of renewable energy Projects;
- our failure
to obtain necessary
outside financing;
- risks
associated with derivatives
or hedging activity;
- intense
competition in African renewable
energy markets that may limit our ability to attract or retain energy
offtakers;
- defaults on
Lease Agreements;
- increased
interest rates and
operating costs;
- the risk
associated with potential
breach or expiration of a ground lease, if any;
- our failure
to successfully
operate or maintain the Projects;
- exposure to
liability relating to
environmental and health and safety matters;
- Projects to
yield anticipated
results;
- our level of
debt and the terms
and limitations imposed on us by our debt agreements;
- our ability to
retain our
executive officers and other key personnel of our Manager;
- the ability
of our Manager to
source, originate and service our loans;
the ability
for our engineering,
procurement and construction contractors and equipment manufacturers to honor
their contracts including warranties and guarantees;
- or
regulatory changes impacting
our business or our assets (including changes to the laws governing the
taxation of corporations and Securities and Exchange Commission ("SEC")
guidance related to Regulation A ("Regulation A") of the Securities Act of
1933, as amended (the "Securities Act"), or the Jumpstart Our Business Startups
Act of 2012 (the "JOBS Act"));
- changes in
business conditions and
the market value of our Projects, including changes in interest rates,
prepayment risk, operator or borrower defaults or bankruptcy, and generally the
increased risk of loss if our investments fail to perform as expected;
- our ability
to implement effective
conflicts of interest policies and procedures among the various renewable
energy investment opportunities sponsored by our Manager;
- our
compliance with applicable
local, state and federal laws, including the Investment Advisers Act of 1940,
as amended (the "Advisers Act"), the Investment Company Act of 1940, as
amended, and other laws; and
- changes to
U.S. generally accepted
accounting principles ("U.S. GAAP").
Any of the assumptions
underlying forward-looking statements could be inaccurate. You are cautioned
not to place undue reliance on any forward-looking statements included in this Semi-Annual
Report. All forward-looking statements are made as of the date of this Semi-Annual
Report and the risk that actual results will differ materially from the
expectations expressed in this Semi-Annual Report will increase with the
passage of time. Except as otherwise required by the federal securities laws,
we undertake no obligation to publicly update or revise any forward-looking
statements after the date of this Semi-Annual Report, whether because of new
information, future events, changed circumstances or any other reason. Considering
the significant uncertainties inherent in the forward-looking statements
included in this Semi-Annual Report, including, without limitation, the those
named above and those named under "Risks of Investing" in the Offering
Circular, the inclusion of such forward-looking statements should not be
regarded as a representation by us or any other person that the objectives and
plans set forth in this Semi-Annual Report will be achieved.
Given The Risks and
Uncertainties, Please Do Not Place Undue Reliance on Any Forward-Looking
Statements.
Business
Energea Portfolio 3 Africa
LLC ("Company") is a limited liability company, treated as a corporation
for tax purposes, organized under the laws of Delaware. The Company and its
day-to-day operations are managed by Energea Global LLC ("Manager"). The
Company was created to invest in the acquisition, development, and operations
of solar energy projects in various countries in Africa (each a "Project").
The Projects will sell power and, in some cases, environmental commodities, to
offtakers who purchase the electricity or the environmental commodities under
long term contract (we collectively refer to offtakers of electricity and
environmental commodities as "Customers").
Item 1. Management Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion of
our financial condition and results of operations should be read in conjunction
with our financial statements and the related notes thereto contained in our
Annual Report which can be found here.
The following discussion contains forward-looking statements that reflect our
plans, estimates, and beliefs. Our actual results could differ materially from
those discussed in the Caution Regarding Forward-Looking Statements.
Unless otherwise indicated, the latest results discussed below are as of June
30, 2022.
Offering
Results
On July 1, 2021, the Company
commenced its offering to the public of limited liability company interests
denominated as Class A Investor Shares under Regulation A (the "Offering")
and an Offering Circular dated April 9, 2021, as updated and amended from time
to time (the "Offering Circular"). The Offering Circular is available
through the SEC's EDGAR site, www.sec.gov/edgar, and may also be obtained by
contacting the Company. We refer to the purchasers of Class A Investor Shares
as "Investors".
We have offered, are
offering, and may continue to offer up to $75 million in our Class A Investor
Shares in our Offering in any rolling twelve-month period. The Offering is
being conducted as a continuous offering pursuant to Rule 251(d)(3) of
Regulation A, meaning that while the offering of securities is continuous,
active sales of securities may occur sporadically over the term of the
Offering. As of June 30, 2022, we had raised total offering proceeds of $668,456
from settled subscriptions resulting from the sale of 626,022 Class A Investor
Shares.
We expect to offer Class A
Investor Shares in our Offering until we raise to the amount of capital needed
to afford the capital expenses of all Projects approved by the Investment
Committee. If we have fully-funded the cost of all Projects through the
Offering, we will stop raising money until a new Project is approved for
investment by the Investment Committee.
Share Price Calculation
The price for a Class A
Investor Share in the Company is engineered to equalize Investors in response
to differences between them that could arise from buying Class A Investor
Shares at different times. For example, changes in the value of the Company
and/or the Projects at different times could result from:
- investing in new
Projects or selling
Projects would change the projected cash flow for the Company;
- distributions
received by earlier
investors;
- changes in
baseline assumptions
like Project costs, expenses and/or changes in tax rates, electric rates or
foreign exchange rates;
- aging Solar
Lease Agreements (as revenues are harvested each month from the Customers, the
remaining cash flow from a contract diminishes).
The share price algorithm is
run on the Platform once per day and is based on actual performance data and
projection data uploaded from financial models. To determine the share price
for a Class A Investor Share of the Company, we compute an algorithm that
resolves:
rIRR = pIRR
Where:
- rIRR = Realized IRR of
all
existing Class A Investor Shares;
- pIRR =
Projected lifetime IRR of a hypothetical $1 investor at share price "x".
Distributions
Provided we have sufficient
available cash flow, we intend to authorize and declare distributions based on
net income for the preceding month minus any amounts help back for reserves.
While we are under no
obligation to do so, we have in the past and expect in the future to declare
and pay distributions monthly; however, our Manager may declare other periodic
distributions as circumstances dictate. Below is a table depicting the
distributions made from the company during the first half of 2022:
|
Distribution Date
|
Amount
|
Management Fees*
|
Carried Interest*
|
|
01/26/2022
|
$209.71
|
$0.00
|
$0.00
|
|
02/24/2022
|
$120.23
|
$206.30
|
$0.00
|
|
03/29/2022
|
$334.48
|
$0.00
|
$0.00
|
|
04/22/2022
|
$331.59
|
$0.00
|
$0.00
|
|
05/31/2022
|
$938.81
|
$91.78
|
$0.00
|
|
06/30/2022
|
$1,084.96
|
$0.00
|
$0.00
|
|
Total
|
$3,019.78
|
$298.08
|
$0.00
|
*Note: Energea reserves the
right to reduce our fees and carry for any reason or to protect the desired
cash yield to investors
Operating Results
For the semi-annual period
ending June 30, 2022, the Company invested a total of $419,983 and has generated
$2,806 in revenue.
As of June 30, 2022, the
Company has assets totaling $601,958 on its balance sheet, including Projects
currently owned by the Company valued at $419,983 and current assets of $181,975.
Liabilities totaled $706. The resulting members' equity was $601,253.
Our Investments
To date, we have invested into
five (5) Projects, each of which were described more fully in the Offering
Circular and in various filings with the SEC since the date our Offering was
qualified by the SEC (e.g. August 13, 2020).
|
Project Name
|
Amount Invested
|
% Ownership
|
Form 1-U
|
|
Spar Lulekani
|
$23,369
|
6.72%
|
|
|
Nhimbi Fresh
|
$24,631
|
1.74%
|
|
|
Anchor Foods
|
$109,334
|
100%
|
|
|
CPOA Avondrust
|
$99,024
|
46.39%
|
|
|
CPOA Trianon
|
$163,624
|
100%
|
|
|
Total
|
$419,983
|
|
|
Liquidity and Capital
Resources
We are dependent upon the net
proceeds from the Offering to conduct our proposed investments. We will obtain
the capital required to purchase new Projects and conduct our operations from
the proceeds of the Offering and any future offerings we may conduct, from
secured or unsecured financings from banks and other lenders and from undistributed
funds from our operations. As of June 30, 2022, the Company had $181,150 of
cash on hand. As we continue to raise capital from the offering, we expect to continue
to invest in and construct the CPOA Avondrust Project, CPOA Trianon Project and
other Projects under review by the Investment Committee in 2022. To the extent
that capital raised from the Offering is insufficient to construct the
Projects, we may borrow additional capital from a Lender to make up the
difference.
Outlook and Recent
Trends
We expect the majority of the
Projects to be located in South Africa for the foreseeable future. Thus, even
though the mandate of the Company is to invest in Projects throughout Africa,
we can simplify our outlook and discussion of recent trends by focusing on the
South African market.
South Africa is facing
challenges as it relates to the nation's infrastructure. Water and energy
systems suffer from a lack of investment, corruption, and inadequate policy.
The Projects that the Company owns play an important role in demonstrating the
significant role that privately funded renewable energy projects can play in
addressing these problems. South Africa has relied on coal as a primary source
of electricity to date and the country (and the environment) are paying a steep
price for that strategy from a geo-political, financial and infrastructural
perspective. Coal is not sustainable, it is not clean, it is not cheap and
there is not enough coal infrastructure to provide the country with adequate
energy resources throughout the day.
South Africa needs renewable
energy, specifically solar energy, in huge quantities, to overcome these
challenges. Private companies and institutions are already seeking a solution
to their own energy challenges and are turning to solar as an alternative to
unreliable grid-based energy. We project this trend to continue for the next
decade at least.
Other than the trends and
factors that will impact the Company's success discussed in this Semi-Annual
Report and in the "Risks of Investing,"
section
of
the Offering Circular,
the Company is not aware of any trends,
uncertainties, demands, commitments, or events that are reasonably likely to
have a material adverse effect on our revenues, income from continuing
operations, profitability, liquidity, or capital resources. We caution,
however, that any of the items discussed in this Semi-Annual Report and in the
Risks of Investing," section of the
Offering Circular could have a material adverse impact.
Method of Accounting
Item 2. Other
Information
During the six month period
ending June 30, 2022, we have acquired the following projects.
|
Project Name
|
Form 1-U
|
|
CPOA Avondrust
|
|
|
CPOA Trianon
|
|
Item 3. Financial
Statements
Balance Sheet
|
ENERGEA PORTFOLIO 3 AFRICA LLC
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
Audited
|
|
ASSETS
|
|
|
|
|
Current Assets:
|
|
|
|
|
Cash and equivalents
|
$ 181,150
|
|
$ 103,437
|
|
Accounts receivable
|
$ 826
|
|
$ 250
|
|
Total current assets
|
$ 181,975
|
|
$ 103,687
|
|
|
|
|
|
Property and equipment, net:
|
|
|
|
|
Projects in Operation
|
$ 157,334
|
|
$ 23,369
|
|
Projects under construction
|
$ 262,649
|
|
$ 133,965
|
|
Total Property and equipment, net
|
$ 419,983
|
|
$ 157,334
|
|
|
|
|
|
Other Assets:
|
|
|
|
|
Loans receivable
|
$ -
|
|
$ -
|
|
|
|
|
|
Total other assets
|
$ -
|
|
$ -
|
|
|
|
|
|
Total Assets
|
$ 601,958
|
|
$ 261,021
|
|
|
|
|
|
LIABILITIES AND MEMBER'S EQUITY
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
Accounts payable and accrued expenses
|
$ 206
|
|
$ 41,722
|
|
Due to related entity
|
$ 500
|
|
$ 61,027
|
|
Other current liabilities
|
$ -
|
|
$ -
|
|
Total current liabilities
|
$ 706
|
|
$ 102,749
|
|
|
|
|
|
Equity:
|
|
|
|
|
Contributions
|
$ 668,456
|
|
$ 219,199
|
|
Non-dividend distributions
|
$ (3,592)
|
|
$ (572)
|
|
Stock issuance cost
|
$ (37,250)
|
|
$ (37,250)
|
|
Net Income (Loss)
|
$ (26,361)
|
|
$ (23,105)
|
|
Total Members equity
|
$ 601,253
|
|
$ 158,271
|
|
|
|
|
|
Total Liabilities and Members Equity
|
$ 601,958
|
|
$ 261,021
|
Statements of
Operations
|
ENERGEA PORTFOLIO 3 AFRICA LLC
|
|
Statements of Operations
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
Audited
|
|
REVENUES
|
|
|
|
|
$ 2,806
|
|
$ 528
|
|
Total Income
|
$ 2,806
|
|
$ 528
|
|
|
|
|
|
PORTFOLIO OPERATING EXPENSES
|
|
|
|
|
Accounting
|
$ 5,000
|
|
$ 5,720
|
|
Taxes
|
$ 300
|
|
$ -
|
|
Other general and administrative expenses
|
$ 763
|
|
$ 17,913
|
|
Total Portfolio Operating Expenses
|
$ 6,063
|
|
$ 23,633
|
|
|
|
|
|
NET INCOME
|
$ (3,257)
|
|
$ (23,105)
|
Statement of Change in Members
Equity
|
ENERGEA PORTFOLIO 3 AFRICA LLC
|
|
Statement of Change in Member's Equity
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
Investor Shares
|
|
|
|
|
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
Accumulated Deficit
|
|
Total Members' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
$ -
|
$ -
|
|
$ -
|
$ -
|
|
$ -
|
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares, net of issuance costs of $37,250
|
|
$ -
|
|
$ 211,367
|
$ 181,949
|
|
$ -
|
|
$ 181,949
|
|
Issuance of common shares
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
Non-dividend distributions
|
$ -
|
$ -
|
|
$ -
|
$ (572)
|
|
|
|
$ (572)
|
|
Net loss
|
$ -
|
$ -
|
|
$ -
|
|
|
$ (23,105)
|
|
$ (23,105)
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
$ -
|
|
$ 211,367
|
$ 181,377
|
|
$ (23,105)
|
|
$ 158,272
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares
|
|
|
|
$ 414,655
|
$ 449,257
|
|
|
|
$ 449,257
|
|
Non-dividend distributions
|
|
|
|
|
$ (3,020)
|
|
|
|
$ (3,020)
|
|
Net loss
|
|
|
|
|
|
|
$ (3,257)
|
|
$ (3,257)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 626,022
|
$ 627,614
|
|
$ (26,362)
|
|
$ 601,253
|
Consolidated Statement of Cash
Flow
|
ENERGEA PORTFOLIO 3 AFRICA LLC
|
|
Consolidated Statement of Cash Flow
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
Unaudited
|
|
Cash Flows from Operating Activities
|
|
|
|
|
Net Loss
|
$ (3,257)
|
|
$ (23,105)
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Changes in Asset and Liabilities:
|
|
|
|
|
Accounts Receivable
|
$ (576)
|
|
$ (250)
|
|
Accounts payable
|
$ (41,516)
|
|
$ 41,722
|
|
Due to related entity
|
$ (60,527)
|
|
$ 61,027
|
|
Total Cash Flows from Operating
Activities
|
$ (105,875)
|
|
$ 79,394
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
Investment in Projects
|
$ (262,649)
|
|
$ (157,334)
|
|
Total Cash Flows from Investing
Activities
|
$ (262,649)
|
|
$ (157,334)
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
Member contributions
|
$ 449,257
|
|
$ 219,199
|
|
Stock Issuance Cost
|
$ -
|
|
$ (37,250)
|
|
Distributions
|
$ (3,020)
|
|
$ (572)
|
|
Total Cash Flows from Financing
Activities
|
$ 446,237
|
|
$ 181,377
|
|
|
|
|
|
Increase (decrease) in cash
|
$ 77,713
|
|
$ 103,437
|
|
Cash at the beginning of the period
|
$ 103,437
|
|
$ -
|
|
|
|
|
|
Cash at the end of the period
|
$ 181,150
|
|
$ 103,437
|
Notes to Financial
Statements
Note 1 - Organization,
Operations and Summary of
Significant Accounting Policies
Business organization and significant
accounting policies
Energea
Portfolio 3 Africa LLC is a Delaware Limited Liability Corporation (the
"Company") formed to invest in a portfolio
of solar energy projects in Africa. The Company is managed by Energea Global
LLC (the "Manager"). The Company works in close cooperation with stakeholders,
project hosts, industry partners and capital providers to produce best-in-class
results. The Company commenced operations on
March 11, 2021.
The
Company's activities are subject to significant risks and uncertainties,
including the inability to secure funding to develop its portfolio. The
Company's operations have been, and will be, funded by the issuance of membership
interests. There can be no assurance that any of these strategies will be
achieved on terms attractive to the Company. During 2021, the Company initiated
a Regulation A Offering for the purpose of raising capital to fund ongoing project
development activities. The Company is offering to sell equity interests
designated as Investor Shares to the public for up to $75,000,000. The initial
price of the Investor Shares sold in 2021 was $1.00. Through June 30, 2022, the
Company has raised $631,206, net of $37,250 share issuance costs, from the
offering.
In some cases, the company
may purchase an entire project and in other cases, it may purchase fractional
shares of a project through its relationship with The Sun Exchange (SA) Bewind
Trust ("Sun-Ex") ("solar cells"). When we purchase solar cells of a project,
the Company maintains control over the entire project through a series of
negative covenants that give the Company control of financing, selling or
replacing the asset manager of the entire project, even though the Company may
only own a small portion of outstanding solar cells that comprise the project.
Basis of presentation
The
financial statements have been prepared on the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States
of America ("US GAAP").
Use of estimates
The
preparation of the financial statement in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statement. Actual
results could differ from those estimates.
Cash and cash equivalents
Cash and
cash equivalents includes cash on hand, deposits at commercial banks and
short-term cash equivalents with original maturities of 90 days or less.
Revenue
recognition
Revenue is recognized when
the Cash Available for Distributions ("CAFD") is received from the project
trust.
Foreign Currency Exchange
Transactions
Revenue is transacted in the
local currency, South African Rand (R$), and are recorded in U.S.
dollars translated using the average exchange rate for the period. Realized
exchange gains and losses are netted against revenue on the accompanying
statement of operations. Realized translation gains for the period ended June 30,
2022 were $0. Translation losses for the semi-annual period ended June 30,
2022 were $0.
Extended Transition Period
Under Section 107 of the
Jumpstart Our Business Startups Act of 2012, the Company is permitted to use
the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. This permits the
Company to delay the adoption of certain accounting standards until those
standards would otherwise apply to private companies. The Company has elected
to use the extended transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting standards that have
different effective dates for public and private companies until the earlier of
the date that the Company (i) is no longer an emerging growth company or (ii)
affirmatively and irrevocably opt out of the extended transition period
provided in Section 7(a)(2)(B). By electing to extend the transition period for
complying with new or revised accounting standards, these consolidated
financial statements may not be comparable to companies that adopt accounting
standard updates upon the public business entity effective dates.
Subsequent
events
In
connection with the preparation of the financial statements, the Company
monitored and evaluated subsequent events and transactions through September 8, 2022, the date on which the
financial statements were available to be issued. Since June 30, 2022, the Company has completed the construction of the
CPOA Avandrust project and the CPOA Trianon project, both of which we expect
will begin generating revenue in September, 2022.
Note 2 - Investments in Solar
Energy Projects
On April 3, 2021, the Company
entered into a cell owner agreement with Sun-Ex for 6.72% of the cell units in
project SPR Lulekani for an aggregate purchase price of $23,369. The balance is
carried at cost on the balance sheet.
On March 20, 2021, the Company
entered into a cell owner agreement with Sun-Ex for 1.74% of the cell units in
the project Nhimbe Fresh Packhouse & Cold Store for an aggregate purchase
price of $24,631. The balance is carried at cost on the balance sheet.
On November 29, 2021, the Company
entered into a cell owner agreement with Sun-Ex for 100% of the cell units in
the project Anchor Foods for an aggregate purchase price of $109,334. The
balance is carried at cost on the balance sheet.
On May 31, 2022, the Company
entered into a cell owner agreement with Sun-Ex for 46.39% of the cell units in
project CPOA Avondrust for an aggregate purchase price of $99,024. The balance
is carried at cost on the balance sheet.
On June 2, 2022, the Company
entered into a cell owner agreement with Sun-Ex for 100% of the cell units in
project CPOA Trianon for an aggregate purchase price of $163,624. The balance
is carried at cost on the balance sheet.
Note 3 - Related Party
Transactions
The Company also has
transactions between the Manager and sister companies from time to time. At June
30, 2022, the Company has $500 payable to the Manager as a reimbursement for
startup costs, which is included in accounts payable on the accompanying balance
sheet.
Note 4 - Risks and
uncertainties
In March 2020, the World
Health Organization declared the outbreak of a novel coronavirus ("COVID-19")
as a pandemic. COVID-19 has caused significant disruption in the national and
global economy. The Company's operating activities, liquidity, and cash flows
may be affected by this global pandemic. While the disruption is currently
expected to be temporary, there is uncertainty related to the duration.
Therefore, while the Company expects this matter to impact the business, the
related financial impact cannot be reasonably estimated at this time.
Note 5 - Members'
Equity
Common
Shares
Investor
Shares
Item 4. Exhibits
Certificate of Formation **
Authorizing Resolution **
Form Investment Agreement **
Form Auto-Investing Agreement
**
Form Auto-Reinvesting
Agreement **
Operating Agreement **
Investment Services Agreement
Between the Company and Sun Exchange **
Cell Owner Agreement Between
the Company and the Trust **
Spar Lulekani Project **
Nhimbi Fresh Project **
Anchor Foods Project **
Change in Tax ID **
Change in Accountant **
CPOA Avondrust Project**
CPOA Trianon Project **
