Private Placement Offering

New World Development USA LLC Securities Offered: 300,000 Common Shares Total Offering of $30,000,000 with a price of ($100.00) per Share

Minimum Initial Subscription: $100.00

New World Development USA LLC, (NW) a New York LLC (the “Company”), is offering (the “Offering”) up to three hundred thousand (300,000) shares of its common stock (the “Securities”) on a rolling basis for sale to “Accredited Investors” only, as such term is defined in Rule 501 as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), at a price of One Dollar ($100.00) per share. The total proceeds of this offering will be $30,000,000.00. The minimum number of Securities that may be purchased by a subscriber is one share ( 1 ) share. No exceptions to the minimum purchase amount may be made, and the Company may reject orders, in whole or in part, in the Company’s sole discretion. This Confidential Private Placement Memorandum (the “Memorandum”) relates to the offer and sale (the “Offering”) of the Securities pursuant to Regulation A1, Tier 2 Rule 251 amendment of the Securities Act of 1933 (the “Securities Act”); and outside of the United States to Non-U.S. Persons, as that term is defined in Rule 902 of Regulation S of the Securities Act and is exempt pursuant to Regulation S. Offers and sales of the Securities will not effected through affiliated FINRA registered broker-dealers and directly by the Directors and employees. All dollar amounts herein refer to are in United States dollars. The Company is a New York LLC involved in but not limited to; joint ventures, partnering, consulting with domestic and foreign companies; purchasing and or partnering in targeted properties in the Brooklyn, Queens, NY market. and where opportunities present themselves. THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK (SEE “RISK FACTORS” COMMENCING ON PAGE 10). THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE

ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE REGULATORY AUTHORITY NOR HAS THE SEC OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION THEREFROM. Offeree Name: _____________________________ Memorandum Number #_______________

The date of this Confidential Private Placement Memorandum is July 20th , 2017

The section intentionally left blank

TABLE OF CONTENTS Page INVESTOR NOTICES.................................................................................................. 1 COMPANY SUMMARY .................................................................................................6 OFFERING SUMMARY..................................................................................................9 RESTRICTIONS ON TRANSFER.................................................................................13 CAUTION REGARDING FORWARD-LOOKING STATEMENTS.................................13 THE COMPANY’S DIRECTORS & OFFICERS ...................................................14...15 RISK FACTORS ..........................................................................................................16 CAPITALIZATION.........................................................................................................33 DILUTION.....................................................................................................................34 THE BUSINESS............................................................................................................35 CONFLICTS OF INTEREST.........................................................................................36 THE OFFERING...........................................................................................................37 USE OF PROCEEDS...................................................................................................39 DIVIDEND POLICY.......................................................................................................40 ERISA CONSIDERATIONS..........................................................................................40 DESCRIPTION OF SECURITIES.................................................................................41 SUITABILITY STANDARDS.........................................................................................42 ADDITIONAL INFORMATION......................................................................................45

INVESTOR NOTICES

THE OFFEREE, BY ACCEPTING DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM, AGREES TO RETURN IT AND ALL ENCLOSED DOCUMENTS TO THE COMPANY IF THE OFFEREE DECIDES NOT TO PURCHASE ANY OF THE SECURITIES OFFERED. THE OFFEREE FURTHER AGREES TO KEEP INFORMATION RELATING TO THE COMPANY CONFIDENTIAL. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL OR UNAUTHORIZED. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN EXTENDED PERIOD OF TIME. THIS PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER ONLY TO THOSE PERSONS TO WHOM IT IS DELIVERED BY THE COMPANY. ANY REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS OTHER THAN TO AN OFFEREE’S ADVISORS, IS UNAUTHORIZED. EACH OFFEREE AND THE OFFEREE’S ADVISORS, IF ANY, ARE ENCOURAGED TO AVAIL THEMSELVES OF THE OPPORTUNITY TO REVIEW WITH COMPANY PERSONNEL THE PROPOSED OPERATIONS OF THE COMPANY AND TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, AUTHORIZED REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT POSSESSED OR OBTAINABLE WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS PRIVATE PLACEMENT MEMORANDUM. NEITHER THE DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM AT ANY TIME, NOR ANY SALE MADE PURSUANT HERETO, SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE SET FORTH ON THE COVER. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL BUSINESS OR TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR ATTORNEY, BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THIS PRIVATE PLACEMENT.

1

THIS MEMORANDUM SUMMARIZES, AND MAKES REFERENCES TO, CERTAIN

DOCUMENTS AND MATERIALS THAT ARE IMPORTANT TO THE EXTENT THAT ANY SUMMARY IN THIS MEMORANDUM IS DIFFERENT FROM THE UNDERLYING DOCUMENT THAT IT DESCRIBES, INVESTORS SHOULD REFER TO THE UNDERLYING DOCUMENT ITSELF, AS THAT IS THE GOVERNING DOCUMENT. THE COMPANY MAY, FROM TIME TO TIME, SUPPLEMENT THE INFORMATION IN THIS MEMORANDUM, AND IT IS IMPORTANT THAT INVESTORS CAREFULLY REVIEW ANY SUPPLEMENTS THAT THE COMPANY SENDS TO THE EXTENT THAT THE INFORMATION IN ANY SUPPLEMENT DIFFERS FROM THE INFORMATION IN THIS MEMORANDUM OR ANY PREVIOUS SUPPLEMENT, INVESTORS SHOULD RELY UPON THE INFORMATION IN THE MOST RECENT SUPPLEMENT. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSIONER 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. IRS CIRCULAR 230 DISCLOSURE STATEMENT TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE UNITED STATES INTERNAL REVENUE SERVICE (“IRS”), INVESTORS ARE INFORMED THAT ANY U.S. FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II) PROMOTING, MARKETING, OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTERS ADDRESSED HEREIN. NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE LLC INTERESTS HAVE NOT BEEN APPROVED, ENDORSED OR RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS DOCUMENT, AND AS SUCH HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE COMPANY INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALEAND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT AS PERMITTED UNDERTHE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS,PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM.INVESTORS SHOULD BE

2

AWARE THAT THEY WILL BE REQUIRED TO BEAR THEFINANCIAL RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR RESIDENTS OF ALL STATES THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF INVESTORS ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, INVESTORS ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). THESE SECURITIES MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. FOR CALIFORNIA RESIDENTS THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS MEMORANDUM HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA. THEREFORE, THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OF ANY PART OF THE CONSIDERATION FOR THOSE SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SECURITIES AND THE SALE THEREOF ARE EXEMPT FROM THE QUALIFICATION REQUIREMENT BY §§ 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES AS DESCRIBED IN THIS MEMORANDUM ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION THEREFROM. FOR CONNECTICUT RESIDENTS THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36b-16 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND MAY NOT BE TRANSFERRED OR SOLD BY A PURCHASER THEREOF EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER. 3 FOR FLORIDA RESIDENTS

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. EACH PROSPECTIVE INVESTOR WHO IS A FLORIDARESIDENT SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: “...WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS STATE, ANY SALE MADE PURSUANT TO THIS SUBSECTION SHALL BE VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR ANY ESCROW AGENT. . .” EACH PERSON ENTITLED TO EXERCISE THE RIGHT TO WITHDRAW GRANTED BY SECTION 517.061(11)(a)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT MUST WITHIN THREE DAYS AFTER THE TENDER OF HIS PURCHASE PRICE TO THE COMPANY, CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY. SUCH LETTER OR TELEGRAM MUST BE SENT AND POSTMARKED ON OR PRIOR TO THE AFOREMENTIONED THIRD DAY. IF AN OFFEREE CHOOSES TO WITHDRAW BY LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. AN OFFEREE MAKING AN ORAL REQUEST FOR WITHDRAWAL MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. FOR NEW JERSEY RESIDENTS NEW JERSEY STATE LAW PROVIDES AN EXEMPTION FROM REGISTRATION FOR SECURITIES THAT ARE SOLD TO NO MORE THAN 35 PURCHASERS WITHIN THE STATE WHERE EACH PURCHASER HAS BEEN PROVIDED WITH AN OFFERING MEMORANDUM AND NO GENERAL SOLICITATION OR ADVERTISEMENT HAS BEEN EMPLOYED IN THE OFFERING. THE SECURITIES DESCRIBED HEREIN ARE BEING OFFERED TO RESIDENTS OF NEW JERSEY IN RELIANCE ON THE FOREGOING EXEMPTION. ACCORDINGLY, NEITHER THE OFFICE OF THE ATTORNEY GENERAL NOR ANY OTHER GOVERNMENTAL AGENCY OF THE STATE OF NEW JERSEY HAS REVIEWED OR PASSED UPON THE MERITS OF THE OFFERING. FOR NEW YORK RESIDENTS THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE OFFICE OF THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE. ACCORDINGLY, NEITHER THE OFFERING MEMORANDUM NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN ENDORSED BY THE ATTORNEY GENERAL OR ANY OTHER AGENCY OF THE STATE OF NEW YORK. THE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE NEW YORK STATE SECURITIES LAWS (NY GENERAL BUSINESS LAW CH. 20, ARTICLE 23-A ET. SEQ.) THAT EXEMPTS FROM REGISTRATION A PRIVATE OFFERING OF SECURITIES TO A LIMITED NUMBER OF ACCREDITED INVESTORS WITHIN THE STATE OF NEW YORK.

4

FOR NEVADA RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEVADA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE SECURITIES ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE ENTIRE PRINCIPAL AMOUNT INVESTED. THIS OFFERING IS NOT UNDERWRITTEN. THERE CAN BE NO ASSURANCE THAT ANY OR ALL OF THE SHARES BEING OFFERED WILL BE SOLD. THIS MEMORANDUM SUPERSEDES ALL PRIOR VERSIONS, AND, IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS MEMORANDUM AND ANY PRIOR VERSION OR ANY OTHER PRESENTATIONAL MATERIALS, THIS MEMORANDUM CONTROLS.

This space intentionally left blank

5

COMPANY SUMMARY New World Development USA LLC , (NW) a New York LLC (the “Company”), is offering securities of common stock privately pursuant to Regulation A of the Securities Act of 1933 (hereinafter, the “Securities Act”) to “Accredited & non accredited Investors” only, as such term is defined in Rule 501 as promulgated under the Securities Act, who upon acceptance of their subscription will become holders of securities of common stock in the Company (hereinafter, the “Investors”). The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum, including any Exhibits or attachments hereto. Company Background New World Development USA LLC was founded 5/31/11. New World Development China is a well know very successful venture offered overseas. Our company is currently focused on three main operations. First, NW is / will be partnering, and developing properties in Targeted areas in the Brooklyn, Queens NY real-estate market. NW management team recognizes a strong trend in the movement of the Chinese community out of Manhattan’s, (NYC) China Town into targeted area’s in Brooklyn & Queens NY marketplace. Major developers have been acquiring properties in the NYC china town area over the past few years. Established businesses and associations have accepted offers for their NYC real-estate holdings and are relocating into our targeted areas. The transformation of this area to a residential / commercial “China –Town” is well underway. Mass transit programs have been approved and zoning changes are occurring. NW management involvement in the Chinese community for the past 31 years gives it a competitive advantage in recognizing both the demand and the needs of the rapidly developing community. NW management team also has earned the trust and support of many associations and individuals, in the Chinese community including its members and business leaders. These Relationships are strategic in affording NW access to property owners and business opportunities necessary in achieving NW’s goals.

New World Development USA LLC: Our mission statement: To reward investors for their trust, provide liquidity and income as a priority : SECOND; to partner with development companies, and others in achieving our goals. Utilizing the strong relationship between NW Management creates a strong foundation for NW business plan. NW will also look to partnering, joint venturing, consulting with both US and China based companies. NW management team has the skills and personnel and relationships to be of great value to business. The company, NW intends to raise additional capital as and when expansion opportunities avail themselves.

6

NW has created a Merchant Lending LLC. Sunlight Capital Match. NW is a majority owner of the Merchant lending operation. Currently SLCM growth strategy is focused on the Small & Medium size business operations. Merchant Lending growth has reached 100 billion dollars over the past 12 years of growth. The entrance of many large lenders and the environment for regulatory overview and a competitive environment all broad well for the growth of SLCM. SLCM management is looking to become a player in the market. SLCM has secured a facility with ample space to achieve that goal.

NW strong relationships with the Chinese business community in both the US and abroad have delivered a continuous flow of business opportunities. NW management has vast experience in both the equity and debt capital markets. In addition to the ability to guild companies into the equity markets, negotiate purchases, sales and negotiate merger and acquisitions. NW has currently recognized four opportunities and seeks capital to execute on their plan

New World Development USA LLC Compensation arrangements between NW management team and NW investors; are based on a performance agreement in order to minimize dilution to investors there are minimal salary (” burn “) agreements between the management team and the company. Compensation is derived from performance. Investor’s capital is to be largely used for company opportunities and /or property development & acquisition. Administrative staff will be compensated according to New York State labor laws for hourly workers. NW focus is maximizing investor’s capital into projects that are currently ready for development.

Although NW management anticipates distributing profits from operations and on a project to project basis, there can be no guarantee that NW will make any distributions or that NW will be profitable!

Compensation Agreement

It is anticipated 50% percent of all profits from projects will be paid to SHAREHOLDERS as a (ROI) return on investment. Management will look to minimize taxable liability as a way to improve the ROI to shareholders. Disbursement will be at the discretion of NW management team & Board of Director’s. NW focus is to maximize return potential allowing management to build on momentum as opportunities present themselves.

.

7

Capital Structure

25, 000,000 shares Authorized 600,000 to be outstanding

300,000 shares to investors if the offering is fully subscribed

100,000 Michael Wong or designee

100,000 Ron Moschetta or designee

10,000 Mark Centora

2000 John Depetrillo

28,000 to be issued for compensation purposes

Features that benefit the specialized model are as follows:

1. Value focus to investors 2 Performance compensation management and investors interest aligned 3. One stop solution in our targeted areas 4. Talented and educated workforce available 5. Customer confidence with company visibility in our market place 6. Value added advertising working within the Chinese communities and associations will

create awareness of NW efforts in the market place. 7. Although a great number of developers and competitors can enter the market, the Chinese

communities are more comfortable in dealing within the communities, associations and relationships than with non-communities and non-association’s entities.

8. Strong demographics focus on what works in the regional areas

9. Skilled Management team focused on the company’s growth

Our team will focus on attracting the best talent to represent our company and its products. NW management anticipates pre construction and pre completion sales of its development properties. The need for growth capital inside the Chinese communities is an unattended market. The maturation of the Chinese market has brought many business opportunities to NW management. NW management team has strong relationships to attract prominent business leaders. Although no guarantee of NW success with sales, business operations or relationship business can be interpreted. Offering equity participation and performance compensation to management will focus our team interest directly aligned with investors. “Giving back” supporting the community’s challenges will create stronger ties within the market place and NW management will look to create that cultural. The company’s strong ties in the Chinese

8

communities will have a meaningful impact on the success of the business. Our goal is to leverage relationships and deliver residential and commercial properties through development relationships, joint ventures and / or partnering arrangements utilizing the community’s workforce and trade talent in accomplishing our goal.

The primary purpose of the Offering is to raise sufficient capital for the Company to execute its business plan, and/or develop properties to meet the demands of a strong growing community. In addition, 10% of the capital raise will be utilized to fund the infrastructure of the SLCM lending facilities. Proceeds of this Offering will also be utilized for working capital and general corporate purposes. The Company seeks to generate revenue the through real-estate markets, lending operation, joint venturing, partnering and consulting services. Revenues will be utilized to make distributions to investors, and add additional properties and projects to our portfolio. Our goal to attain a public listing and create value and liquidity for investors as a priority but no assurance can be made as to our success in this endeavor. Additional Information This Memorandum sets forth the objectives and method of operation of the Company and certain other pertinent information. Each prospective investor should examine this Memorandum, the Confidential Purchaser Questionnaire and the Subscription Agreement (collectively the “Offering Materials”) in order to assure his/her self that the Offering Materials and Company’s investment objectives and method of operation are satisfactory. Prospective investors are invited to review any materials available to the Company’s Management relating to the operations of the Company and any matters regarding this Memorandum. All such materials will be made available at the offices of the Company, New World Development USA LLC . Inc., 75 Air Park Ave, Ronkonkoma, NY 11779. Representatives of the Company will be available to answer questions and provide any additional information to the extent it can be acquired without unreasonable effort or expense. Information contained in the offering is projected and should not be interpreted as factual. Investors should consult professionals to determine if the offering is right for their investment objectives OFFERING SUMMARY The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum, including any Exhibits or attachments hereto.

9

Company Formation

New World Development USA LLC. (the “Company”) is a corporation formed in 2011 under the laws of the State of New York. Securities Offered Up to three hundred thousand (300,000) Shares of Common Stock, i.e. securities, instrument on a rolling basis. Offering Price $100.00 per Share for common stock Minimum Subscription The minimum subscription amount is one hundred ($100) for the equity offering. The Company reserves the right to reject any subscription, in whole or in part, in its sole discretion. Furthermore, the Company reserves the right, in its sole discretion, to accept subscriptions for any amount less than the Minimum Subscription Amount. Prospective Investors whose subscriptions are accepted by the Company shall become “Shareholders” or “in the Company. Offering Basis, The Offering is being conducted on a rolling basis. Restrictions on Transfer Transfer of the Securities will be registered as per regulation A. The Securities, upon issuance, will not be registered under the Securities Act and may not be resold unless registered under the Securities Act and applicable state securities laws, or an exemption from such registration is available and confirmed in writing in a legal opinion from counsel acceptable to the Company. The Securities are not listed on a securities exchange, and there is no assurance that a trading market for the Securities will ever develop. Use of Proceeds The Company expects to receive aggregate gross proceeds from the Offering of approximately Thirty million Dollars ($30,000,000.00) from the equity investors. The proceeds will be used for the implementation of the Company’s business plan. (See “Use of Proceeds”)

10

This Space Intentionally Left Blank

11

Suitability Standards The Company is offering the Securities solely to investors that satisfy certain suitability standards, including the ability to afford a complete loss of their investment (See “SUITABILITY STANDARDS”). Purchasers (sometimes referred to herein as “Investors”) will be limited to the following: Accredited Investors Only: This Offering is being offered in the United States to Accredited Investors only, as that term is defined within Rule 501 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Regulation D, Rule 506(b) of the Securities Act. Risk Factors AN INVESTMENT IN THE SECURITIES THAT ARE THE SUBJECT OF THE MEMORANDUM ARE HIGHLY SPECULATIVE AND INVOLVES A SIGNIFICANT DEGREE OF RISK. INVESTORS SHOULD BE ABLE TO WITHSTAND THE TOTAL LOSS OF THEIR ENTIRE INVESTMENT IN THE UNITS THAT ARE THE SUBJECT OF THIS MEMORANDUM. PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE INFORMATION SET FORTH UNDER "RISK FACTORS" AS WELL AS OTHER INFORMATION CONTAINED IN THIS MEMORANDUM. THERE CAN BE NO ASSURANCE THAT THE COMPANY’S OBJECTIVES CAN BE ACHIEVED. The Subscription Agreement The purchase of the Securities will be made pursuant to a Subscription Agreement and Confidential Purchaser Questionnaire that will contain, among other things, customary representations and warranties by the Company, certain covenants of the Company, investment representations of the purchasers, including representations that may be required by the Securities Act and applicable state "blue sky" laws, and appropriate conditions to closing, including, but not limited to, qualification of the offer and sale of the Securities under applicable state "blue sky" laws. A form of such Subscription Agreement and accompanying Confidential Purchaser Questionnaire are being delivered along with this Memorandum.

12

Subscription Procedure In order to subscribe for the purchase of the Securities offered hereby, subscribers must tender to the Company a completed and manually executed Subscription Agreement, Confidential Investor Questionnaire and any other required documents included in the Subscription Documents, which shall together constitute the subscriber’s offer to purchase the Securities. The Company will confirm in writing, transmitted by facsimile, overnight courier, or certified mail confirmation of either acceptance or rejection, in whole or in part, of each subscription. Upon acceptance by the Company, the Subscription Agreement automatically becomes a binding bilateral agreement for the purchase of the Securities. Subscription Agreements should be executed, scanned and emailed and originals mailed to: New World Development USA LLC, Attn: Michael Wong 75 Air park Rd Ronkonkoma, NY 07604 Governing Documents Prospective Investors are advised that any references to the Company’s Articles of Incorporation and/or Bylaws in this Memorandum do not purport to be a complete statement and are qualified in their entirety by reference to the complete text of its Articles of Incorporation and Bylaws.

This Space Intentionally Left Blank

13

RESTRICTIONS ON TRANSFER

The Securities will be restricted as to transferability under state and federal laws regulating Securities. The Securities have not been registered under the Securities Act, or any similar state statute, in reliance upon exemptions from the registration requirements contained therein. Accordingly, all of the Securities will be considered “restricted securities” as defined in Rule 144 of the Securities Act. As “restricted securities,” an investor must hold them indefinitely and may not dispose or otherwise sell them without registration under the Securities Act and without registration under any applicable state securities laws, unless an exemption from registration is available. In the event that an investor desires to sell or otherwise dispose of any of the Securities, the investor will be required to furnish the Company with an opinion letter of counsel that, after review by the Company’s Counsel, is satisfactory to the Company. To be acceptable to the Company the opinion letter of counsel must conclude that the proposed transfer would not violate the registration requirements of the federal or state securities laws. The Company has the absolute right, in its sole discretion, to approve or disapprove such transfer. All certificates and documentation evidencing investors’ Securities will bear bold legends giving notice of these restrictions. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This Private Placement Memorandum includes various forward-looking statements about the Company. Forward-looking statements include information concerning future financial performance, business strategies, plans and objectives. Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “may increase, “may fluctuate” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” and “could” are generally forward-looking in nature and not historical facts. Because forward-looking statements involve risks and uncertainties that are beyond the Company’s control, actual results may differ materially from those expected in the forward-looking statements. Investors are urged to carefully consider these factors prior to making an investment in the Securities. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Private Placement Memorandum. The Company undertakes no obligation to update any forward-looking statement, or to disclose any facts, events or circumstances after the date of this Private Placement Memorandum that may affect the accuracy of any forward-looking statement. 14

THE COMPANY’S DIRECTORS & OFFICERS The Directors and Officers of the Company are, Michael Wong, John Depetrillo, Mark Centora and Ronald Moschetta. and (collectively, the “Directors” or “Officers”). Michael Wong – Chief Operating Officer (COO) Mr. Wong since 1973 he has been involved with the import and export of varied goods throughout the US, Canada, China, Taiwan, and Asia. His charitable work in the Chinese community since 1985 have has recognized him as a trustworthy and honorable business leader. Chinese communities have traditionally been more trusting and receptive to businesses ventures from Chinese relationships than with individuals that are not of Chinese descent. Strong community ties enable new developments to flourish when the projects are completed, because developers are privy to the best candidates to staff their operations. This is largely why business ventures inside these communities tend be more successful when Chinese management is involved. Ron Moschetta – President / Board Member Investment Banker and Business consultant for approximately 30 years. Mr. Moschetta has participated and lead in the formation, financing and operation of many small to medium companies over his 30 year career. Mr. Moschetta has funded private companies and was instrumental in transforming private ventures into the public arena. Mr. Moschetta was a graduate Of SUNY at Albany in 1977. Mr. Moschetta attendee post Graduate studies until his employment in the financial sector in `1980’s. Mr. Moschetta employment over his career included, Oppehimer & Co, Gruntal Inc, Smith Barney, Merrill Lynch, Shearson, Advest, and was associated with smaller Broker Dealers during his career. Mr. Moschetta created a partnership “Gramacy Partners” that was a top performer / producer during his tenure. Mr. Moschetta gained tremendous insight into the operation, building, structuring, recruiting and financing of

15

small and medium business. Mr. Moschetta believes his drive, personal communication skills, business accruement will be instrumental in building our company. Mr Moschetta commitment to investors is unsurpassed in the investment sector. Mr. Moschetta acted as a consultant and officer for many businesses Mr. Moschetta was CEO, and Chairman of Strasbourger Pearson Tulcin Wolff Inc, a NYSE member firm. In 2009 Mr. Moschetta withdrew his affiliation with FINRA and closed the Broker Dealer known as Strasbourger Pearson Tulcin Wolff Inc. John Depetrillo With over 35 years of experience within the North American construction market, Mr. Depetrillo oversees budgeting, scheduling, and coordination of major construction projects from design development through completion. Mr. Depetrillo consults with the Architect, Engineers, and owner to determine construction practices and methods which offer the best value in terms of cost and schedule.

The following is a brief listing of recent career highlights: Rolex, 655 Fifth Ave, NY- 30,000 Sq. Ft. complete offices fit out. Ferragamo USA, 635 Fifth Ave, NY-35,000 Sq. Ft. two story Flagship store. Ralph Lauren, 888 Madison Ave, NY-demolition of two existing five story buildings and reconstruction of one new five story retail store. Existing landmark façade was shored and remained in place during the construction of new concrete plank building. New limestone façade was constructed to match existing mansion located on opposite corner. Prada Soho, two story flagship store, 30,000 SF involving removal of first floor, shoring, and cast iron column transfers. Prada Piano Factory-West side, NY-multi floor (waffle slab) warehouse renovation to office space. Deutsche Bank, 60 Wall St, NY-30,000 Sq. Ft. multiple floors, complete renovation of corporate headquarters. Multiple floors consisting of open areas, conference center, IT room with pre-action fire suppression and dedicated HVAC. Citibank, 485 Lexington Ave, NY-30,000 Sq. Ft. complete interior fit out. 16

SL Green Realty, 485 Lexington Ave and 750 Third Ave, NY-600,000 Sq. Ft. two lobby upgrades; upgrades to multiple floors, MEP work, architectural finishes and tenant build outs. 286 Madison Ave, NY-19th and 21st floors-14000 Sq. Ft. complete tenant fit out of two floors. Madison Avenue Presbyterian Church, 921 Madison Ave, NY-36,000 Sq. Ft. complete infrastructure upgrade of ten floors, basement, and sub-basement. Office and multiple apartment fit outs.

PROSPECTIVE INVESTORS ARE HEREBY ADVISED THAT THE SUCCESS OF PREVIOUS BUSINESS VENTURES UNDERTAKEN OR MANAGED BY ANY PRINCIPAL OF THE COMPANY CANNOT BE CONSTRUED AS A GUARANTEE OR INDICATION OF THE SUCCESS OF THE COMPANY AS DESCRIBED HEREIN.

RISK FACTORS The following risk factors, in addition to the other information presented in this Private Placement Memorandum, should be considered by prospective investors in deciding whether to subscribe for the Securities. The Securities are illiquid. The Securities are being offered without registration under the Securities Act, in reliance upon an exemption contained Regulation D and/or Regulation S under the Securities Act. Certain restrictions on transferability will preclude disposition and transfer of Securities other than pursuant to an effective registration statement or in accordance with an exemption from registration contained in the Securities Act. In addition, the Company’s Articles of Incorporation and Bylaws set forth certain restrictions on the transfer of the Securities. In light of the restrictions imposed on a transfer of the Securities, an investment in the Company should be viewed as illiquid and subject to risk.

17

The determination of the offering price of the Securities may not reflect the value of the Company: The offering price of the Securities has been arbitrarily determined by the Company and is not based on book value, assets, earnings or any other recognizable standard of value. No assurance can be given that the Company’s Securities, or any portion thereof, could be sold for the offering price or for any amount. If profitable results are not achieved from the Company’s operations, of which there can be no assurance, the value of the Securities sold pursuant to this Offering could fall below the offering price and the Securities could become worthless. This Offering is only for sophisticated, accredited investors familiar with investments in speculative illiquid transactions. The Company’s Securities being offered are suitable only for sophisticated, accredited investors for whom an investment in the Company’s Securities does not constitute a complete investment program and who fully understand that the Company’s Securities are speculative, involve a significant degree of risk and are suitable only for persons who have substantial financial resources, have no need of liquidity in this investment, and understand completely the tax consequences, risk factors, and all aspects of the investment. Securities purchased from the Offering may not be sold for an extended period of time. Investors who desire to sell all or part of the investment in the Securities may not be able to do so for an extended period of time. Because this is a private offering (that is, an offering not registered with the SEC or under applicable state securities laws), the Securities purchased will be considered “restricted securities” that cannot be resold except pursuant to a registration statement filed with the SEC or pursuant to an exemption from the registration requirements of the Securities Act and applicable state law. Under SEC Rule 144, restricted securities such as the Securities may be resold without registration if they are held for a period of at least one year from the date of purchase. After this one year holding period, persons who are “affiliates” of the Company (generally directors, executive officers and 10% and greater stockholders) will be

18

subject to additional limitations on the number of Securities that may be sold without registration and the manner of effectuating these sales, while persons who are not “affiliates” of the Company may sell their Securities without restriction. Because of the legal restrictions on re-sales, as well as the fact that an active trading market for the Securities is not expected to develop, prospective purchasers should consider their investment in the Securities as a long-term investment. Management will attempt to find liquidity for shareholders in a secondary market, but no assurance can be made that a market will exist

The need for additional capital will result in additional, future ownership dilution of your investment. The long-term growth plans of the Company will require additional capital. Furthermore, if insufficient funds are raised under this Offering, then the Company may be required to raise additional funds to complete the implementation of its business plan. The Company will raise additional funds through gap financing, debt financing and/or subsequent equity financing. The Company may also borrow funds from a financial institution(s) using the assets of the Company as security for said loan(s). Failure to obtain such additional capital on terms acceptable to the Company could restrict its ability to implement its growth plans. Additional capital raised by the Company may be accomplished through one or more additional equity offerings. Any future offerings could result in the dilution of ownership of the Company to investors purchasing Securities under the terms of this Offering. There can be no assurance that additional capital will be available when needed or on terms acceptable to the Company. The availability of additional financing may be dependent on the relative success and progress of the Company and may be offered on more favorable terms than offered herein. In order to obtain additional financing, the Company may be required to dilute the equity investment of its then current Shareholders, including those investors purchasing Securities in this offering. The use of proceeds may be altered. The Company expects to use the net proceeds for property acquisitions, construction , general corporate purposes, including working capital to fund and implement its business plan, anticipated operating losses and capital expenditures. The Company may, when the opportunity arises, use a portion of the net proceeds to acquire or invest in complementary businesses, products, equipment and technologies. From time to time, in the ordinary course of business, the Company expects to evaluate potential acquisitions of such businesses, products or technologies. In addition, from time to time, the Company will evaluate the usage of the Company’s cash to determine whether the current application should be changed. As a result, 19

there is no assurance that the Use of Proceeds section of the Memorandum will be followed and may be materially changed. Accordingly, the Company’s Directors will have significant discretion in applying the net proceeds of this offering. The failure of the Company’s Directors to apply such funds effectively could have a material adverse effect on the Company’s business, prospects, financial condition and results of operation.

The Company has a limited operating history. The LLC was formed on November, 2011, and accordingly, has a limited history of operation. In addition, the Company commenced commercial operations in November, 2016. There can be no assurance that the Company will be able to successfully implement its business plan. For these and other unforeseeable factors, there can be no assurance that the Company will achieve or sustain profitable operations. There is no assurance that the Company will turn a profit. The Company is currently not profitable. There is no assurance as to whether the Company will be profitable or earn revenues or whether the Company will be able to meet its operating expenses and debt service, if any, or if a profit is achieved, pay dividends, if so determined by its Board. There is no assurance that the Company will generate immediate revenues.

The Company anticipates that it will incur substantial expenses relating to the implementation of its business plan and cost overruns may be incurred. The Company currently expects the initial expenses it incurs to result in operating losses for the Company for the forist 12 to 16 months; Furthermore, no assurance can be made that a Shareholder will realize any return on his or her investment or that such Shareholder will not lose his or her entire investment.

20

Financial projections provided may prove inaccurate. Financial projections concerning the estimated operating results of the Company may be prepared by the Company's Officers. These projections would be based on certain assumptions which may prove to be inaccurate and which are subject to future conditions which may be beyond the control of the Company, such as changes in the condition of the national and international financial markets, fluctuations in interest rates, changes in rules and regulations pertaining to the securities markets and market participants, variations in the local and national economy, acts of terrorism and occurrences of natural disasters or other such disasters. The Company may experience unanticipated costs, or anticipated agreements or contracts may not materialize, resulting in lower revenues than forecasted. There is no assurance that the results that may be illustrated in financial projections would in fact be realized by the Company. The financial projections are prepared by Company Management and are examined or compiled by independent certified public accountants. Accordingly, neither independent certified public accountants nor counsel to the Company could provide any level of assurance on them. The operations of the Company are substantially dependent on its Officers

The Company’s Directors makes all decisions with respect to the Company’s assets, including investment decisions and the day-to-day operations of the Company. Other than as specified in the Company’s Bylaws, the Shareholders have no right or power to take part in the management of the Company. As a result, the success of the Company for the foreseeable future will depend largely upon the ability of Management. PROSPECTIVE INVESTORS ARE HEREBY ADVISED THAT THE SUCCESS OF PREVIOUS VENTURES OR PROJECTS UNDERTAKEN BY THE COMPANY’S MANAGEMENT CANNOT BE CONSTRUED AS A GUARANTEE OF THE SUCCESS OF THE VENTURE OUTLINED HEREIN. 21

The Company will file periodic and other reports with the SEC. if mandated. The Securities are not, and following completion of the offering will not be, registered with the SEC under Section 12 of the Exchange Act. Consequently, the Company has not, and will not, file periodic or other reports (e.g., Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and proxy statements) with the SEC or any other governmental agency. Accordingly, there will be limited information available regarding the Company following the Offering. The Company’s Officers may be subject to conflicts of interest. The Company’s Officers may in the future become associated with or employed by other companies, which are engaged, or may become engaged, in operations similar to the operations engaged in by the Company. Conflicts of interest between the Company’s officers and/or directors and the Company may arise by reason of such relationships. The Directors intend to resolve any conflicts with respect to such operations in a manner equitable to the Shareholders of the Company, its management, and any of the Company’s affiliates . The Company may not achieve its goals and objectives. All investments in the Company risk the loss of capital. While the Company’s Management believes that its experience and relationships will moderate this risk to some degree, no representation is made that the Company’s projects will be successful. The Company is subject to the possibility of future litigation that may have a significant adverse affect on the Company’s financial condition, operations and plans for expansion. There are many risks incident to providing the types of services provided by the Company that may give rise to future litigation. Under such circumstances, the Company may be named as a defendant in a lawsuit or regulatory action. The Company may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen. There is no assurance that the Company’s Shareholders will not lose their entire investment in the Company as a result of unforeseen litigation. 22

The Company is subject to certain operational risks. The operations with which the Company (directly or indirectly) does business may encounter financial difficulties that impair or would impair the income and revenue stream or the capital position of the Company. The Company may face adverse tax consequences and may be audited by the Internal Revenue Service. While the Company is advised in tax matters by its accountants, the Internal Revenue Service (the “IRS”) may not accept the tax positions taken by the Company. As a result, the IRS could audit the Company’s information and adjustments to the Company’s tax returns could occur as a result. Any such adjustment could subject the Shareholders to additional tax, interest and penalties, as well as incremental accounting and legal expenses. In addition, an audit of the Company’s tax returns could lead to audits of the individual tax returns of the Shareholders, resulting in adjustments and additional tax with respect to non-Company items. Government Regulation – General. The Company may be subject to regulation by county, state and federal governments, governmental agencies, and regulatory authorities. Failure to obtain regulatory approvals or delays in obtaining regulatory approvals by the Company, its collaborators, customers, vendors or service providers would adversely affect the Company, and the Company's ability to generate revenues. Further, there can be no assurance that the Company, its vendors, or service providers will be able to obtain necessary regulatory approvals. Although the Company does not anticipate problems satisfying any of the regulations involved, the Company cannot foresee the possibility of new regulations, which could adversely affect the business of the Company. While the Company anticipates that all regulatory approvals required will be granted, violations by the Company of, and/or non-compliance with, such regulations and approvals may adversely affect the Company's ability to acquire capital, or adversely affect the Company's ability to conduct its business as intended. The Company may in the future be subject to substantial liabilities. The Company may incur debt in the future. The Company is always subject to the risk of litigation from suppliers, employees, customers and others because of the nature of its business. Litigation can cause the Company to incur substantial expenses and, if cases are lost, judgments and awards can add to the Company's costs. The management intends to carry adequate insurance coverage, but no assurance can be made as to total coverage.

23

Considerations for ERISA investors.

Most pension or profit-sharing plans, individual retirement accounts and tax-advantaged retirement funds are subject to provisions of the Internal Revenue Code, the Employee Retirement Income Security Act of 1974 (“ERISA”), or both, which may be relevant to a decision as to whether such plans should invest in the Company. There may, for example, be issues as to whether such an investment is “prudent” or a “prohibited transaction.” An investment in the Company may be result in “unrelated business income.” Legal counsel should be consulted by such a retirement fund before investing in the Company. (See “ERISA CONSIDERATIONS”) The Company is subject to various economic risks. Local, national and international economic conditions may have a substantial adverse effect on the efforts of the Company. The Company cannot guarantee its anticipated results of operations against the possible eventuality of any of these potential adverse conditions. The funds raised through the Offering may be inadequate for the Company to fully implement its business plan. The Company will have limited capital available to it, to the extent that the Company raises capital from this Offering. If the Company’s capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then the Directors may cause the Company to alter its business plan. Further, a shortage of funds may prevent or delay the Company from achieving profitability or enabling the Company to pay distributions to its Shareholders. There is no assurance that the Company will have adequate capital to conduct its business or satisfy its financial obligations. The Company may suffer uninsured losses. The Company may obtain comprehensive insurance coverage, including liability, fire and extended coverage, as is customarily obtained for businesses similar to the Company. Certain types of losses of a catastrophic nature, such as losses resulting from floods, tornadoes, hurricanes, thunderstorms, and earthquakes, are uninsurable or not economically insurable to the full extent of potential loss. Such acts of God, work stoppages, regulatory actions or other causes, could interrupt or delay the Company’s development or expansion, and would adversely affect the Company's business, results of operations, and profitability. Dependence on Directors and absence of Key Man Insurance. 24

The Company’s business, to date, and for the foreseeable future, will be significantly dependent on the Company’s management team, including but not limited to the Directors. The loss of any one of these individuals could have a material adverse effect on the Company. If the Company lost the services of one or more of its executive officers or key employees, it would need to devote substantial resources to finding replacements, and until replacements were found, the Company would be operating without the skills or leadership of such personnel, any of which could have a significant adverse effect on the Company's business.

The Company currently does not carry “key-man” life insurance policies covering any of these officers. The Company’s continued success will depend to a significant extent on the efforts and abilities of certain of its executive officers. The loss of an executive officer could have a material adverse effect on its business, financial condition and results of operations. While the Company may enter into employment agreements with certain of its key executives, the Company cannot assure you that any of such persons will not voluntarily terminate his or her employment with it. Risks associated with expansion. Any expansion plans undertaken by the Company to increase or expand its operations entails risks, which may negatively impact the profitability of the Company. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert the Officers’ attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities. The Company cannot assure investors that its products, services, procedures, or controls will be adequate to support the anticipated growth of its operations. No assurance of profitability. The Company may be unable to achieve its revenues goals and/or production schedule and may experience operating losses as it develops its products and services. There can be no guarantee that the Company’s projects will be completed or that the completion thereof will occur in accordance with the anticipated schedule or budget. As such, the Company may not be able to achieve profitability in a commercially acceptable time frame, if ever.

25

RISK FACTORS ASSOCIATED WITH THE New World Development USA LLC INDUSTRY The Company faces significant competition as there are low barriers to entry in the construction industry, and competition is in the market place.

The real-estate market is highly competitive, and the Company expects more Competitors to emerge and a limited number of properties in locations in each focused area. The Company anticipates facing competition from a number of competitors, i.e. inns, hotels, other developers etc…The company will be adversely affected if property taxes are increase. The company can be adversely affected from “Terrorist” relating to air traffic, or infectious disease. The company looks to anticipate the needs and want of its target market, but no assurance can be made of the company’s ability to succeed at its efforts. The Company’s relationships may or may not be available as the company develops. The Company also faces competition from other Chinese developers and other associations not associated within the managements current relationships. Internet offers and more well-established options for consumers will be competition for the company. If the Company’s customers do not find its accommodations to be compelling or if other real estate projects are perceived by its customers’ to offer greater variety, affordability, and overall enjoyment, the Company’s business could be materially and adversely affected.

26

Prospective customers of our properties, may decide to select competing forms of residential rentals instead of purchasing the Company’s properties. The Company also faces competition for the change in consumer preference as to locations, weather, political changes, terror, taxes, etc… there are currently other established options for consumers that are currently available in the market. If the Company’s customers do not find its accommodations to be compelling or if other facilities are perceived by its users to offer greater values, affordability, and overall enjoyment, the Company’s business will likely be materially and adversely affected.

The Company relies on a percentage of its business on referrals, customer satisfaction, and the lack thereof could have a negative impact on the company’s ability to grow its brand thereby affecting the Company’s revenue model The company revenue projection can be negatively effected if the competition in the space significantly lowers their prices. A lower price environment will effect projected growth, and the company’s financial results could suffer. The Company will utilize and be reliant on relationships and the “associations “introduction to customer and owners of properties. There can be no assurance that the management company relationships or the “associations” referrals will succeed in delivering customers as the company projects. Nor can there be any assurance the local communities will continue to purchase our properties. The Company does not control the ”associations” and any arrangement can be terminated by either party at any time. There is also no Obligation for any out sourced vendors to renew their agreements with the Company on commercially reasonable terms, or at all. If the Company is unable to utilize these relationships on commercially reasonable terms, or if one of the Company’s supporters is removed from the market place, the Company will suffer negatively. The Company may incur significant costs and possible lengthy service interruptions in connection with such developments. The Company’s third-party service vendors could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy, faced by the Company’s third-party service operators or any of the service providers with which the Company or they contract may have negative effects on the Company’s business, the nature and extent of which are difficult to predict. Any changes in third-party service levels at the Company’s vendors or any errors, defects, disruptions, or other performance problems with the Company’s projects could adversely affect the Company’s reputation and adversely affect the customer experience. The company intends to build on its management company in the first year of operation. No assurance of success can be guaranteed. 27

Security breaches could harm the Company’s business. Security breaches have become more prevalent with technology .The Company believes that it will take reasonable steps to protect the security, integrity and confidentiality of the information the Company collects, uses, stores and discloses, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite the Company’s efforts. Although the Company has not experienced any material security breaches to date, the Company may in the future experience attempts to disable the Company’s systems or to breach the security of the Company’s systems. Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, the Company may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the Company’s security measures could be harmed and the Company could lose sales and customers and/or suffer other negative consequences to the Company’s business. A security breach could adversely affect the Company’s business, financial condition and operating results. Any failure to maintain the security of the Company’s infrastructure could result in loss of personal information and/or other confidential information, damage to the Company’s reputation and customer relationships, early termination of the Company’s contracts and other business losses, indemnification of the Company’s customers, financial penalties, litigation, regulatory investigations and other significant liabilities the losses from which may exceed its insurance coverage. Further, certain incidents that the Company can experience may not be covered by the insurance that they carry. Moreover, if a high profile security breach occurs with respect to the Company or another company, the Company’s customers and potential customers may lose trust in the security of the Company’s business model generally, which could adversely impact the Company’s ability to retain existing customers or attract new ones. Unforeseen “bugs” or errors in the Company’s service vendors, and data systems could harm the Company’s brand, which could harm the Company’s operating results. The laws and regulations concerning data privacy and data security are continually evolving; actual or perceived failure to comply with these laws and regulations by the Company or a distribution platform could harm the Company’s business. The U.S. Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal information from children under 13 years of age. While none of the Company’s target markets are directed at children under 13 years of age, if COPPA were to apply to the Company, failure to comply with COPPA may increase the Company’s costs, subject it to expensive and distracting government investigations and could result in substantial fines.

28

Data privacy protection laws are rapidly changing and likely will continue to do so for the foreseeable future. The U.S. government, including the Federal Trade Commission and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information and information about consumer behavior . Customer interaction with the Company’s on line business is subject to the Company’s privacy policy and terms of service. If the Company fails to comply with the posted privacy policy or terms of service or if the Company fails to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against the Company by governmental authorities or others, which could result in fines or judgments against the Company, damage to the Company’s reputation, impact its financial condition and harm its business. If regulators, the media or consumers raise any concerns about the Company’s privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against the Company, damage the Company’s reputation, and negatively impact its financial condition and damage its business. If the Company fails to maintain its brand or further develop widespread brand awareness cost-effectively, the Company’s business may suffer. The Company believes that developing and maintaining widespread awareness of its brand in a cost-effective manner is critical to achieving widespread acceptance of its business model and attracting new customers. Brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses the Company incurs in building its brand. In addition, the Company’s brand can be harmed if the Company experiences adverse publicity for its properties for any reason, including due to “bugs,” outages, security breaches, law suits, injuries or violations of laws. If the Company fails to successfully promote and maintain the Company’s brand, or incur substantial expenses, the Company may fail to attract or retain customers necessary to realize a sufficient return on the brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of the Company’s business model. 29

The Company’s growth prospects will suffer if the Company is unable to develop a successful Purchasing & partnering model. The Company has vast experience developing, renovating and decorating properties attractive to the Real-estate market. The Company expects to devote substantial resources to the ongoing development and exploitation of its business model, even with adequate experience it will be difficult to know whether the Company will succeed in developing such locations that will appeal to potential customers. The uncertainties the Company faces include: 1) consumer traveling pattern; 2) air fare rates, 3) Political climate in location areas; 4) tax increases to property owners, 5) Financing cost, 6) travel restrictions; . These and other uncertainties make it difficult to know whether the Company will succeed in developing commercially viable properties. If the Company does not succeed in doing so, the Company’s growth prospects will suffer. If the Company loses the services of its founder and Chief Executive Officer or other members of its senior management team, the Company may not be able to execute its business strategy. The Company’s success depends in a large part upon the continued service of the Company’s senior management team. , is critical to the Company’s vision, strategic direction, culture, products and business plan. The loss of the Company’s founders, even temporarily or any other member of senior management would harm the Company’s business. The Company’s business is subject to a variety of laws worldwide, many of which still developing and which could subject it to further regulation, claims or otherwise harm the Company’s business. The Company is subject to a variety of liabilities, and as such insurance will be necessary to protect the company’s assets. There is no guarantee that such insurance will be adequate to fully protect the assets as laws regarding consumer protection can be subjective with these laws or regulations or if the Company becomes liable under these laws or regulations, the Company could be directly harmed, and may be forced to implement new measures to reduce the Company’s exposure to this liability. This may require the Company to expend substantial resources or to modify its business model, which would harm its business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits could harm the Company’s reputation or otherwise impact the growth of its business. Any costs incurred as a result of this potential liability could harm the Company’s business and operating results. 30

The Company anticipates that liability insurance and legal cost will increase, and the Company will be required to devote more resources to addressing such regulation. For example, existing laws or new laws regarding the proper title insurance; zoning, restrictions, increased local ordinances for the properties. The Company may also seek to offer its customers various types of contests and promotion opportunities. The Company is subject to the laws in a number of jurisdictions concerning the operation and offering of such activities, many of which are still evolving and could be interpreted in ways that could restrict the Company’s actions in this regard. If these were to occur the Company might be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on the Company meeting certain regulatory approval and oversight. Failure to protect or enforce the Company’s intellectual property rights or the costs involved in such enforcement could harm the Company’s business and operating results. . . Despite the Company’s efforts to protect its intellectual property rights, business strategy unauthorized parties may attempt to copy or otherwise obtain and use the Company’s technology and strategy. To the extent that these tactics are employed with respect to any of the Company’s properties, it could reduce the revenue that the Company generates from these locations. Monitoring unauthorized use of the Company’s information and strategy is difficult and costly, and the Company cannot be certain that the steps that it expects to take will prevent piracy and other unauthorized use of the Company’s information. To the extent the Company expands activities worldwide, its exposure to unauthorized copying and proprietary information may increase. In the future, litigation may be necessary to enforce the Company’s business and property rights, protect its trade secrets to determine the validity and scope of proprietary rights claimed by others or to defend against claims of infringement or invalidity. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and financial resources, any of which could adversely affect the Company’s business and operating results. If the Company fails to maintain, protect and enhance its intellectual property rights, the Company’s business and operating results may be harmed.

31

The Company cannot assure that it will be successful in purchasing properties at it estimated price. The Company expects to derive revenue from model seeking 70% to 135% returns per project. If the company cannot acquire properties at its estimated purchase price, the projected returns would be negatively affected. In addition if the price of real-estate escalated outside of the business model profile, the company might not be able to Purchase any properties offering the expected returns. This would impact the company revenues dramatically. The Company will distribute a mobile application with the title of the business operations. Although the company expects the application to benefit its customer communication, both upstream and downstream, there can be no assurances this application will be successful, and cannot assure that it will obtain the right to use the name from Apple. Apple’s authorization is needed to use the application name that the Company hopes to obtained in the Apple App Store as a marketable and downloadable application Alternate or proposed strategy opportunities may not be available to us, or may be conceived or identified at a point where there is insufficient funds to fully pursue development. The Company is organized to explore and develop properties in targeted locations. The Company’s strategy includes continuing to seek out properties where returns potential can range from 70% to 135% returns on investment capital per development. The Company may not, however be able to identify or develop additional properties and/or business model in a reasonable manner or time frame, or as alternatives to the extent that its currently business model do not become commercially operational or do not achieve the commercial recognition or success that the Company anticipates. The Company may not have the financial resources to develop that prospect, in which case the Company would need to seek additional financing of which the Company has no current arrangement and cannot assure you that any such arrangement would then be forthcoming, on commercially reasonable terms, or at all.

32

The Company’s business may continue to experience long start-up cycles with losses prior to and after launching any of its prospective properties, with the Company potentially never achieving profitability. The Company’s start-up cycle for its properties may extend for a longer period than the Company anticipates. It is possible that renovations issues relating to construction, building approvals and local ordinance could arise. In such case, to the extent the Company encounters difficulties or delays from events over which it has little control, the development of a development property would be delayed and could cause the Company to incur additional expenses not otherwise accounted for in its estimated development and construction costs. Further, the Company anticipates that after launching a property, the Company may incur operating losses for at least the first 3 months, and possibly longer, as operating expenses may likely exceed revenues. These operating losses could be substantial and impact the Company’s ability to achieve profitability. If the Company does achieve profitability or positive cash flow, it likely will not occur until a property is sold for at least 2 months to be sure all cost associated with the closing are completed. However, the Company cannot assure you that if it achieves profitability or positive cash flow, that it can sustain any such levels for any period thereafter. Marketplace, may subsequently change their compliance requirements or otherwise seek to restrict operations such as ours. These communities could modify their ordinance and utilization requirements. While the Company believes that it is presently compliant with the current standards imposed by these communities there is no way for the Company to know when, if and to what extent these regulations may subsequently change their standards, possibly in a more restrictive manner, such that the Company would be required to either significantly modify the Company’s business model to an extent that could impair the Company’s operating ability or its revenue generation or require it to determine to withdraw from further association of those communities. in any such case the Company could be exposed to significant financial costs, reduced revenues with the potential for the Company’s business to be materially adversely affected.

33

THE FOREGOING SPECIAL CONSIDERATIONS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THIS OFFERING. PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE MEMORANDUM BEFORE DETERMINING TO INVEST IN THE COMPANY. CAPITALIZATION As of the date of this Memorandum the company intends to sell 300,000 thousand shares of common stock at $100.00 (one hundred dollar per share), par value .001, The Company intends to authorize 25,000,000 Million shares of Common Stock, $.001 par value, authorized, of which 600,000 shares will be issued and outstanding. Upon the completion of the Offering, we will have 600,000 shares issued and outstanding to the extent all Shares being offered are sold in this Offering. The following table sets forth the capitalization of the Company as of July 20th , 2017 on (i) an actual basis, and (ii) as an adjusted basis giving effect to the sale by the Company of 300,000 Shares offered hereby and the anticipated application of the estimated net proceeds. See “Use of Proceeds” and “Description of Securities.” At November 31, 2016 Actual As Adjusted Stockholders’ equity: Common Stock, par value $.001 per share, 600,000 shares authorized; no shares issued or outstanding, actual or as adjusted $ 150,000.00 seed capital $ -- Common Stock, par value $.001 per share, 25,000,000 shares authorized; 600,000 shares proposed issued and outstanding, 300,000 shares issued and outstanding, as adjusted1

600,000 shares issued and outstanding assuming all 300,000 shares are sold in the offering Additional paid-in capital $30,000,000.00 Accumulated deficit (0) Total Stockholders’ Equity and Capitalization $30,000,000.00

38

1 Does include up to 28,000 shares reserved for issuance to employees available for future incentives under the Company’s Stock Incentive Plan. DILUTION “Dilution,” as the term is used herein, is a reduction in the value of a purchaser's investment in this Offering measured by the difference between the purchase price and the net tangible book value of our Shares after the Offering. “Net tangible book value” represents the amount of total tangible assets less the amount of total liabilities divided by the number of shares of our Common Stock outstanding. This dilution arises mainly from the arbitrary decision as to the Offering price per Share and the lower net tangible book value of our Common Stock currently outstanding. The following table summarizes the dilution which investors participating in this Offering would incur and the benefit to current shareholders as a result of this Offering, and assumes that we achieve, the full amount of Offering proceeds sought hereby, namely $5,000,000 based upon the sale of 5,000,000 Shares (before deducting any legal, printing, or other costs incurred in connection with this Offering). The table does not include the impact of any other events or financial or other transactions after the date of this Memorandum. Further, our calculation of net tangible book value and net tangible book value per share as of July 20, 2017, is based upon unaudited asset values and liabilities as of such date. Maximum Offering Proceeds of $300,000 2

Offering Price Per Share $100.00 Net Tangible Book Value Per Share Prior to the Offering3

$ .10 Increase in the Net Tangible Book Value per Share Attributable to this Offering 4

$ .50 Net Book Value per Share after this Offering5 $ .50 2 The amounts shown do not include any deduction for legal, printing, and other costs to be incurred by the Company in connection with this Offering. All calculations are based on the issuance of 300,000 Shares in the Offering. 3 Reflects the 600,000 shares of Common Stock issued as of the date of this Memorandum. 4 The difference is the increase is the amount obtained by adding the gross proceeds of this Offering to our net tangible book value as of July 20, 2017 (excluding any subsequent financial transactions) and dividing by the aggregate amount of outstanding shares of our Common Stock after the Offering. 5

37

Represents the net tangible book value per share assuming all Shares offered hereby are sold, without giving effect to any events and financial transactions after the date of this Memorandum. The investors participating in this Offering would incur an immediate dilution of $.50 per share in the net tangible book value per share of our Common Stock. 6 the dilution is in book value, but the capital from the investors from this offering is for development and execution of business plan

Dilution to New Investors $ .50 THE BUSINESS Company Overview

New World Development USA LLC . (“,” “NW” or the “Company”), a newly-formed New York corporation (the “Company”), is offering Common Shares privately pursuant to Regulation A of the Securities Act of 1933 (hereinafter, the “Securities Act”) to “Accredited Investors” only, as such term is defined in Rule 501 as promulgated under the Securities Act, who upon acceptance of their subscription will become Shareholders of the Company (hereinafter, the “Shareholders”). The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum, including any Exhibits or attachments hereto. Operations

New World Development USA LLC . was founded in 2011 with the intent of bringing increased value to real-estate holding in targeted locations in the Chinatown marketplace. The company objective was to purchase and /or joint venture real estates in the markets it selects and adds value by transforming residential and commercial properties to attractive real-estate developments. The combination of renovated residential real-estate developments and commercial developments focus allows investors to seek capital appreciation and income focused on real-estate sales as the company’s asset foundation. Today’s the company’s options for investments are quite exciting as the trade markets are opening. The appetite for the Chinese communities to acquire realest holding is very strong and appears to continue as the size of the Chinese population is vast. In addition, the business community is looking for opportunities in the US to expand their business outside of the PRC . The NW management team has vast knowledge in the public markets in the US. With strong ties to the PRC and the expertise to guild companies through the public market process NWD is positioned for great growth.

38

Competition The Development industry is quite competitive; there are limited funding alternatives in the targeted areas. In addition the Baby Boomers, Millennial’s and investors are attracted to residential and commercial developments with real estate as the collateral asset. NW management has a completive advantage as the Chinese communities are most comfortable in dealing with business and individuals known inside of the communities. NW management team has long standing relationships in the community we are targeting affording NW opportunities in acquiring, joint venturing and selling developments. Currently NW has negotiated with more than a dozen properties that are in need of capital and approved for development. Litigation and Administrative Proceedings The Company is not currently involved in any litigation believed to be material to the development of its business objectives or the Offering. CONFLICTS OF INTEREST Potential Future Projects The Company’s Directors may serve in the future as an officer, director or investor in other entities. Neither the Company nor any Shareholder would have any interest in these projects. The Directors believe that they have sufficient resources to fully discharge their responsibilities to all Projects they have organized or will organize in the future, if any. Management will devote only so much of its time to the business of the Company as is required in its employment agreements, and beyond that only to the extent in its judgment is reasonably required. Compensation The Board of Directors establishes the compensation of the executive officers and directors. The Chairman sits on the Board of the Company that determines his compensation and other benefits. It is likely that other officers of the Company will also sit on the Board of Directors.

37

38

Although this is not uncommon, there is an actual conflict of interest if one or more officers vote as Board members on compensation for themselves. Larger entities generally establish a compensation committee composed of persons who are not executives of the Company. Although the Company does intend to establish this practice in the future, at the present time, the size of the Company does not warrant the expense of such a committee. For the present, investors must be aware of the conflict and of their dependence upon the Board to honor the obligation to be fair and reasonable in the matters of compensation. Structure of Offering As is the case with many private placements, the Offering itself is structured by the Board of Directors, who themselves have a direct interest in the relative terms of the Offering structure including the Securities being offered and certain other structural matters required of the Company in its future operations. There is no way in which these can be negotiated on an arms-length basis. This is one of the functions served by an independent securities underwriter in a public offering. When an underwriter is present in a transaction, that underwriter acts, in part, as an advocate for the prospective investors. Therefore, each prospective investor must himself carefully scrutinize the terms of this Offering and seek his or her own counsel on the fairness of the terms. By choosing to invest in this Company, an investor will be indicating his or her acceptance of its terms in the manner structured by the Board of Directors. Due Diligence Where an independent underwriter is present, as part of its duty it will make its own independent investigations of the principals, the venture, and the underlying assumptions. Since no underwriter is present here, the only information set forth is that presented by the Company itself. Each investor should be aware of the conflicting interests inherent in such matters, notwithstanding all attempts at fairness and completeness, and make whatever due diligence efforts he or she deems prudent and necessary before undertaking an investment in the Company. THE OFFERING General The Company is offering, on a rolling basis, up to three hundred thousand (300,000) shares of its common stock (the “Securities”) at a purchase price of One Hundred Dollar ($100.00) per share, for aggregate gross proceeds of thirty million Dollars

46

($30,000,000). This Offering is being offered in the United States and China to Accredited Investors only, as that term is defined within Rule 501 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Regulation D, Rule 506(b) of the Securities Act. The Securities shall entitle the holder to a pro rata ownership interest in the Company. The Company reserves the right, in the Company’s sole discretion, to reject the subscription of any prospective investor for any reason whatsoever. Investor Suitability The Company is offering the Securities solely to investors that satisfy certain suitability standards, including the ability to afford a complete loss of their investment (See “SUITABILITY STANDARDS”). Purchasers (sometimes referred to herein as “Subscribers” or “Prospective Investors”) will be limited to Accredited Investors Only. How to Subscribe This Offering contemplates receiving subscriptions to purchase Securities at a minimum price of $100.00 for 1 common shares or Securities. To purchase Securities a prospective investor should: 1. Complete the Confidential Investor Questionnaire; 2. Complete and sign the Subscription Agreement enclosed with this Memorandum; 3. Prepare a personal check, bank draft or money order payable to “New World

Development USA LLC” for the entire amount of the subscription (Alternatively, arrangements for wire transfers may be made upon request); 4. Deliver items 1 -3 to:

New World Development USA LLC Attn: Michael Wong 75 Air park Drive Ronkonkoma, NY Phone (631) 588-8300 debbiew@infinityindustries.co

Subscribers who reside in certain states where the Securities are being offered may be required to deliver certain additional documents or to make certain additional representations to the Company in connection with their subscriptions.

45

Transfer Restrictions The Securities are being offered pending registration under the Securities Act or other securities laws pursuant to Regulation A under The Securities Act for transactions not involving a public offering and similar available exemptions under other securities laws. Accordingly, Securities purchased in the Offering will be considered “restricted securities” that cannot be resold except pursuant to a registration statement filed with the SEC or pursuant to an exemption from the registration requirements of the Securities Act and applicable state law that is available and confirmed to the Company in writing in a legal opinion from counsel acceptable to the Company. Under SEC Rule 144, restricted securities such as the Securities may be resold without registration if they are held for a period of at least one year from the date of purchase. After this one year holding period, (i) persons who are “affiliates” of the Company (generally directors, executive officers and greater than 10% stockholders) will be subject to additional limitations on the number of Securities that may be sold without registration and the manner of effectuating these sales, (ii) and persons who are not “affiliates” of the Company generally may sell their Securities without restriction. USE OF PROCEEDS The Company anticipates that proceeds to the Company from the Maximum Offering Amount before deducting estimated Offering expenses including legal, accounting, printing, and other Offering expenses will total Twenty Nine Million Five hundred Thousand Dollars ($29,500,000.00) assuming all Securities are sold. The Company anticipates that the gross proceeds from the Offering will be applied as set forth below assuming all Securities are sold. However, there are no assurances that the Company will use the proceeds as described (See “Risk Factors – Use of Proceeds”). The Company intends to use the gross proceeds from the Offering (assuming full subscription of the Securities) as follows:

Intended Use of Proceeds Offering Proceeds Offering Proceeds and Cash on Hand(1) $ Amount Percentage $ Amount Percentage Joint Venture Account $ 5,000,000.00 .166% Sunlight Capital Match $ 3,000,000.00 .10%

46

Salaries and Compensation $ 250,000.00 .008% Development budget $15,000,000.00 .50% Partnership Fund $ 5,000,000.00 .166%Working Capital $ 1,750,000.00 .06Totals $ 30,000,000.00 100% ________________________________________________

1. Gives effect to and includes our cash on hand of approximately $15,000. 2. Represents costs associated with operating expenses such as rent, utilities, insurance

and related administrative costs. We have also included third party web-hosting costs in this category, which could increase in proportion to the increase in user access.

The Company reserves the right to retain a greater or lesser portion of the proceeds of the Offering for working capital purposes. DIVIDEND POLICY Holders of the Securities will receive dividend distributions when, as, and if declared by the Company’s Board of Directors out of funds legally available for that purpose. It is expected that the Company will distribute funds, intended as dividends, in the foreseeable future. Even if the Company generates revenue levels to achieve available cash on hand, it can decide to retain earnings for the purpose of funding continued growth. ERISA CONSIDERATIONS ERISA, among other things, imposes certain duties on persons who are fiduciaries of employee benefit plans subject to ERISA (an “ERISA Plan”) and prohibits certain transactions between an ERISA Plan and the “fiduciaries” and “parties in interest” (as those terms are defined in ERISA) of the ERISA Plan. If the assets of the Company are deemed to be “plan assets” under ERISA (1) the prudence standards and other provisions of Part 4 of Title 1 of ERISA applicable to investments by ERISA Plans and their fiduciaries would extend to investments made by the Company; (2) fiduciaries of ERISA plans could be liable under ERISA for investments made by the Company that do not conform to the standards imposed by ERISA; (3) certain transactions that the Company might seek to enter into may constitute “prohibited transactions” under ERISA and the Code; and (4) the Company would be subject to certain reporting and disclosure requirements under ERISA. A regulation adopted by the Department of Labor defining the term “plan assets” for the purpose of ERISA (the “Plan Assets

45

Regulation”) generally provides that the underlying assets of an entity in which ERISA Plans make equity investments will be considered “plan assets” unless (1) the equity investment is a “publicly-offered security” or a security issued by an investment company registered under the 1940 Act, (2) the entity is an “operating company” or (3) equity participation by “employee benefit investors” in the entity is not “significant.” The Company, to the extent it permits ERISA Plans to become Members, will seek to rely on the third of these exceptions. Under the Plan Assets Regulation, equity participation is not “significant” if investments by employee benefit investors represent less than 25% of a class of securities issued by an entity. Employee benefit investors for this purpose include not only ERISA Plans but also plans not subject to ERISA such as Individual Retirement Accounts, Keogh Plans and governmental plans. Under ERISA, a fiduciary of an ERISA Plan is required, among other things, to discharge his or its duties toward the plan with care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. A fiduciary of an ERISA Plan, in assessing whether causing the plan to invest in the Company is consistent with ERISA’s prudence requirements, should consider, among other things, that investment in the Company may involve certain risks. ERISA may prohibit the purchase of Securities by an ERISA plan if the Management or any of its affiliates is a “fiduciary,” “party in interest” or disqualified person” (as defined in ERISA) with respect to an ERISA Plan. DESCRIPTION OF SECURITIES The Company is authorized to issue up to (300,000) shares of common stock (the “Securities”). The following summary of the Company’s Securities is not complete and is qualified in its entirety by reference to the Company’s Certificate of Incorporation and Bylaws, copies of which may be obtained from the Company upon request. Distributions Before the payment of any dividend, the Board, in their absolute discretion, may set aside out of any funds legally available for distributions a sum it deems proper as a reserve to meet contingencies or for purchasing securities or other evidence of indebtedness of the Company, or for equalizing distributions, repairing or maintaining Company property, or for any other proper purposes. The Company goal is to pay dividends to the holders of the Securities for the , but no assurance can be made that management will succeed. .

46

Special Meetings of Shareholders The Company’s Bylaws provide that special meetings of members may be called by the Chairman of the Board, the Chief Executive Officer or the President, and by any such officer at the request in writing of the Board. Except in the event of the death, incapacity or removal of the Board for Cause, the shareholders do not have the authority to call a special meeting of members. Limitation on the Board’s Liability The Company’s Certificate of Incorporation and Bylaws provide that no director of the Company shall be personally liable to the Company or its shareholders for monetary damages for breach of a fiduciary duty as a director, except to the extent any exemption from liability is not permitted under the Delaware General Business Law. Accordingly, no director of the Company may be liable to the Company or its shareholders for monetary damages, except to the extent: (i) the director has breached its duty of loyalty to the Company or its stockholders (ii) the director has not acted in good faith or has been involved in intentional

misconduct or a knowing violation of law; or (iii) the director received an improper personal benefit. SUITABILITY STANDARDS Investment in the Securities of the Company involves substantial risk. There will be no public market for the Securities unless and until such Securities become registered under the federal and state securities laws. The Securities cannot be transferred unless they comply with one of the federal exemptions that permit the transfer of restricted securities and with the appropriate state securities laws. Accordingly, investment in the Securities referred to in this memorandum is suitable only for person of adequate financial means who have no need for liquidity with respect to their investment and who are capable of suffering a loss of their entire investment in any securities purchased.

45

A. Rule 506(b) Requirements. In accordance with Regulation A and the Rules promulgated therein these securities are being offered to “accredited investors” as defined below.

46

Among the categories of persons who are defined as “Accredited Investors” in 17 CFR section 230.501(a) are the following: natural persons who have a personal net worth or joint net worth with a spouse (including homes (excluding the value of a person’s primary residence), furnishings and automobiles) in excess of $1,000,000; or natural persons who have had an annual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expect an income of the same level in the current year. Corporations, partnerships, trusts and other entities may be deemed Accredited Investors if all of their equity holders are Accredited Investors. As used in this Memorandum, the term "net worth" means the excess of total assets over total liabilities. In computing net worth, the principal residence of the investor must be valued at cost, including the cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income, an investor should add to the investor's adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at gross income. B. United States Investors. A suitable U.S. investor, is one who the Company, immediately prior to sale and upon taking reasonable steps to verify, shall have reasonable grounds to believe, and does believe: 1) Is an Accredited Investor within the meaning of Regulation A promulgated under the Securities Act. 2) Is acquiring the Securities for investment and not with a view to resale or distribution; 3) Can bear any economic risk incident to holding the Securities; 4) Recognizes the restrictions on transferability of the Securities, has adequate means of providing for his current financial needs and possible personal contingencies, has no need for liquidity of this investment and has no reason to anticipate any change in his/her/its personal circumstances, financial or otherwise, which might cause him to attempt to resell or transfer his securities. 5) Is familiar with the nature and risks attending investments in privately offered

securities, and has determined that the purchase of the Securities is consistent with his/her/its forecasted income and investment objectives;

6) Is aware that no trading market for his/her/its Securities is likely to exist at any time and that his/her/its Securities will at no time be freely transferable unless the Securities are registered pursuant the federal securities laws; and,

50

7) Satisfies the applicable state law suitability requirements of the state of the investor's

residence. 8) Is not a “disqualified investor” (as that term is defined in the Purchaser Questionnaire delivered herewith) by virtue of the investor being subject to a “disqualifying event” as defined under Rule 506(b) through (e) of Regulation D, as amended. Each U.S. investor will also be required to represent that he has been furnished, has carefully read and has relied solely on the information contained in this Memorandum, including all exhibits, amendments and supplements hereto. Further, the Securities will be offered for sale only to persons who meet the definition of “accredited investor.” The Company will request that prospective U.S. investors or their Purchaser Representative(s) complete a questionnaire and may require that such persons furnish other information. The suitability standards referred to above represent minimum suitability requirements for prospective U.S. purchasers, and the satisfaction of such standards by a prospective U.S. purchaser does not necessarily mean that the Securities are a suitable investment for such person. The Company, in circumstances it deems appropriate, may modify such requirements. The above-described representations from prospective U.S. investors will be reviewed to determine the suitability of the Securities of prospective U.S. investors, and the Company will have the right to refuse a subscription for the Securities if, in its discretion, it believes the prospective U.S. investor does not meet the applicable suitability standards or the Securities are otherwise an unsuitable investment for the prospective U.S. investor. Subscriptions will not necessarily be accepted in the order received by the Company. B. Non-United States Investors. A suitable non-U.S. investor is one who meets the conditions set forth above and whom the Company immediately prior to sale and upon making reasonable inquiry, shall have reasonable grounds to believe, and does believe: 1) Is not, and at the time of the acquisition of the Securities will not be, a “U.S. person” as defined in Regulation S under the Securities Act. 2) Is not, and at the time of the acquisition of the Securities will not be, acquiring the Securities for the benefit of a “U.S. person” as defined in Regulation S under the Securities Act. 3) Upon consummation of the transactions contemplated by this Offering, the investor will be the sole beneficial owner of the Securities issued pursuant to this Offering, and the investor has not pre-arranged any sale with any purchase or purchasers in the United States. 4) That the investor understands that a “U.S. person” includes, without limitation, any natural person resident in the United States, any partnership or corporation organized or incorporated under the Laws of the United States (other than certain branches of non-U.S. banks or insurance companies), any estate of which any executor or administrator is a U.S. person or any trust of which any trustee is a U.S. person (with certain exceptions) and any agency or branch of a foreign entity located in the United States, but does not include a natural person not resident in the United

49

States. The “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia. 5) Is located outside the United States as of the date of the execution and delivery of this Offering and will be located outside the United States at the time of the purchase of the Securities as contemplated by this Offering; provided, that delivery of the Securities may be effected in the United States through the investor’s agent as long as the investor is located outside the United States at the time of such delivery. 6) Understands that the Securities cannot be offered for sale, sold or otherwise transferred unless in accordance with the provisions of Regulations S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Securities Act. 7) Has no present intention to sell or otherwise transfer the Securities except in

accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Securities Act.

8) Understands that the Company is required, under Rule 903 of Regulation S, to refuse to register the transfer of any of the Securities to be received by the investor pursuant to this Offering that are not transferred pursuant to a registration statement under the Securities Act, in compliance with Regulation S under the Securities Act or otherwise pursuant to an available exemption from registration. Each non-U.S. investor will also be required to represent that he has been furnished, has carefully read and has relied solely on the information contained in this Memorandum, including all exhibits, amendments and supplements hereto. Further, Securities will be offered for sale only to persons who the Company has reasonable grounds to believe are accredited investors. The Company will request that prospective investors or their Purchaser Representative(s) complete a questionnaire and may require that such persons furnish other information. The suitability standards referred to above represent minimum suitability requirements for prospective non-U.S. purchasers, and the satisfaction of such standards by a prospective purchaser does not necessarily mean that the Securities are a suitable investment for such person. The Company, in circumstances it deems appropriate, may modify such requirements. The above-described representations from prospective non-U.S. investors will be reviewed to determine the suitability of the Securities of prospective investors, and the Company will have the right to refuse a subscription for the Securities if, in its discretion, it believes the prospective non-U.S. investor does not meet the applicable suitability standards or the Securities are otherwise an unsuitable investment for the prospective non-U.S. investor. Subscriptions will not necessarily be accepted in the order received by the Company. ADDITIONAL INFORMATION

50

This Memorandum does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed herein, all of which must be read, in their entirety, for a complete description of the terms relating to an investment in the Company. This Memorandum is intended only to be a summary of the more significant features of investing in the Company and is qualified by the provisions of the Company’s Subscription Documents, attached hereto as Exhibit A. Prospective investors have a right to inquire about and request and receive any additional information they may deem appropriate or necessary to further evaluate this offering and to make an investment decision. Representatives of the Company may prepare written responses to such inquiries or requests if the information requested is available. The use of any oral representations or any written documents other than those prepared and expressly authorized by the Company in connection with this offering are not to be relied upon by any prospective investor. Please contact the Company directly if you have any questions or require additional information. ONLY INFORMATION OR REPRESENTATIONS CONTAINED OR INCORPORATED BY REFERENCE HEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED INTENTIONALLY LEFT BLANK

49

50