EX-14.1

Exhibit 14.1

ATEL GROWTH CAPITAL FUND 8, LLC
 
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL AND OPERATING OFFICER

A. SCOPE

This Code of Ethics is applicable to ATEL Growth Capital Fund 8, LLC (“AGC 8” or the “Company”), including the Chief Executive Officer and Chief Financial Officer and Chief Operating Officer of its Manager, AGC 8 Managing Member, LLC (“AGC8MM”), or persons acting in such capacity (collectively the “Covered Officers”) on behalf of AGC 8, referred to herein as the “Company.”

Accordingly, under the Securities and Exchange Commission’s interpretation of its disclosure rules, the Board of Directors of the Manager of AGC8MM, ATEL Management Services, LLC (“AMS”), functions as the de facto audit committee for the Company with respect to all procedural and disclosure requirements applicable to audit committees under Securities and Exchange Commission rules. The Board of Directors shall have oversight responsibility over the activities of the Company for purposes of this Code of Ethics.

B. PURPOSE

The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Ethics serves to (1) emphasize the Company’s commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing. This Code of Ethics is intended to augment and supplement the standard of ethics and business conduct expected of all Company employees, and its limitation to Covered Officers is not intended to limit the obligation of all Company employees to adhere to the highest standards of business ethics and integrity in all transactions and interactions conducted while in the Company’s employ.

Given the variety and complexity of ethical questions that may arise in the course of business of the Company, this Code of Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Officers should remember the Company’s commitment to the highest ethical standards and seek independent advice, where necessary, to ensure that all actions they take on behalf of the Company honor this commitment.

C. ETHICS STANDARDS

1. Honest and Ethical Conduct

The Covered Officers shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues. They shall not misrepresent facts or engage in illegal, unethical, or anti-competitive practices for personal or professional gain.

2. Conflicts of Interest

This fundamental standard of honest and ethical conduct extends to the handling of conflicts of interest. The Covered Officers shall avoid any actual, potential, or apparent conflicts of interest with the Company, and any personal activities, investments, or associations that might give rise to such conflicts. They shall not compete with or use the Company, for personal gain, self-deal, or take advantage of any corporate opportunities. They shall act on behalf of the Company free from improper influence or the appearance of improper influence on their judgment or performance of duties. A Covered Officer shall disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Company’s General Counsel or a member of the Company’s Board of Directors. No action may be taken with respect to such transaction or party unless and until the Company’s Board of Directors has approved such action.

Notwithstanding the foregoing, it is understood, as fully disclosed in the offering documents for the Company, that AGC8MM as managing member of the Company has certain inherent conflicts of interest. The provisions of the Company’s Operating Agreement have been drafted to address the obligations, restrictions and limitations on the power and authority of AGC8MM to manage the Company’s affairs, including restrictions prohibiting or limiting the terms of any transactions in which conflicts of interest may arise. Furthermore, AGC8MM has a fiduciary duty to the Company as its manager. It is therefore expressly understood by the Company and the Covered Officers that any and all actions by AGC8MM and its personnel that comply with the provisions of the Company’s Operating Agreement, and which are consistent with AGC8MM’s fiduciary duty to the Company, will not be considered material transactions or relationships which require disclosure or reporting under this Code of Ethics.

3. Timely and Truthful Disclosure

In reports and documents filed with or submitted to the Securities and Exchange Commission and other regulators by the Company and in other public communications made by the Company, the Covered Officers shall make disclosures that are full, fair, accurate, timely, and understandable. The Covered Officers shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. The Covered Officers shall not knowingly conceal or falsify information, misrepresent material facts, or omit material facts necessary to avoid misleading the Company’s independent public auditors or investors.

4. Legal Compliance

In conducting the business of the Company, the Covered Officers shall comply with applicable governmental laws, rules, and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business, as well as applicable rules and regulations of self-regulatory organizations of which the Company is a member. If the Covered Officer is unsure whether a particular action would violate an applicable law, rule, or regulation, he or she should seek the advice of inside counsel (if available), and, where necessary, outside counsel before undertaking it.

D. VIOLATIONS OF ETHICAL STANDARDS

1. Reporting Known or Suspected Violations

The Covered Officers will promptly bring to the attention of the Company’s General Counsel or the Board of Directors any information concerning a material violation of any of the laws, rules or regulations applicable to the Company and the operation of its businesses, by the Company or any agent thereof, or of violation of this Code of Ethics. The Company’s General Counsel will investigate reports of violations and the findings communicated to the Company’s Board of Directors.

2. Accountability for Violations

If the Company’s Board of Directors determines that this Code of Ethics has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, it may discipline the offending Covered Officer for non-compliance with penalties up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Officer and the Company.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean L. Cash, certify that:

1. I have reviewed this annual report on Form 10-K of ATEL Growth Capital Fund 8, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2014

/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC (Managing Member)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paritosh K. Choksi, certify that:

1. I have reviewed this annual report on Form 10-K of ATEL Growth Capital Fund 8, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2014

/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC (Managing Member)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ATEL Growth Capital Fund 8, LLC (the “Company”) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean L. Cash, Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 21, 2014

/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC (Managing Member)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ATEL Growth Capital Fund 8, LLC (the “Company”) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paritosh K. Choksi, Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 21, 2014

/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC (Managing Member)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Fair Value Measurements (Narrative) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Fair Value Measurements [Abstract]
Fair value of warrants	$ 606,933	$ 24,412

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Summary of Significant Accounting Policies (Reconciliation of Net Income Loss Reported in Financial Statements and Federal Tax Return) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Summary of Significant Accounting Policies [Abstract]
Net income (loss) per financial statements	$ 396,155	$ (15,231)
Adjustments to gain on sales of assets	4,834
Other	(398,746)	79,154
Loss per federal tax return (unaudited)	$ 2,243	$ 63,923

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Notes Receivable, Net

12 Months Ended

Dec. 31, 2013

Notes Receivables, Net [Abstract]

Notes Receivable, Net

3.  Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are from 24 to 42 months and bear interest at implicit or stated rates ranging from 11.29% to 17.11% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2015 through 2017. There were neither impaired notes nor notes placed in non-accrual status as of December 31, 2013 and 2012.

As of December 31, 2013, the minimum future payments receivable are as follows:

Year ending December 31, 2014	$	2,002,512
2015		1,928,510
2016		1,286,207
2017		250,005
		5,467,234
Less: portion representing unearned interest income, net		(961,750)
Less: advance payments		(109,213)
Notes receivable, net	$	4,396,271

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Syndication Costs (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Syndication Costs [Abstract]
Syndication costs	$ 1,449,265	$ 968,288
Cost reimbursements as percentage of all offering proceeds	15.00%
Syndication costs in excess of limitation	$ 885,304

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Related Party Transactions (Affiliates Earned Commissions and Billed for Reimbursements Pursuant to Operating Agreement (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Organization and offering costs	$ 1,449,265	$ 968,288
Administrative costs reimbursed to Managing Member and/or affiliates	52,722	279
Asset management fees to Managing Member	16,183	996
Acquisition costs and note origination fees paid to Managing Member	296,893	25,287
Related party transaction, total	1,815,063	994,850
Selling commission rate	9.00%
Selling Commissions to Affiliates [Member]
Organization and offering costs	750,785	168,503
Syndication Costs [Member]
Organization and offering costs	$ 698,480	$ 799,785

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Commitments (Narrative) (Details) (USD $)	Dec. 31, 2013
Commitments [Abstract]
Commitments to fund investments in notes receivable	$ 5,450,000

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Members' Capital (Narrative) (Details)				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Other Members [Member]	Dec. 31, 2013 Managing Member [Member]
Other Members Capital Account [Line Items]
Other Members capital account, units issued	1,021,531	187,326
Other Members capital account, units outstanding	1,021,531	187,326	50
Other Members capital account, units authorized	7,500,000	7,500,000
Allocation of net Income or net losses from commencement until initial closing date					100.00%
Allocation of net Income or net losses commencing with initial closing date				100.00%
Allocation of all distributions of cash available for distribution and net disposition proceeds					5.00%
Allocation percentage, distributions of cash available for distribution					5.00%
Allocation percentage, distributions of net disposition proceeds					1.00%
Total distribution, priority return					8.00%
Allocation of subsequent distributions					15.00%

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.  Summary of significant accounting policies:

Basis of presentation:

The accompanying balance sheets as of December 31, 2013 and 2012, and the related statements of operations, changes in members’ capital and cash flows for the years then ended have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission.

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after December 31, 2013, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of credit losses on notes receivable and the fair valuation of equity securities and warrants.

Accounts receivable:

Accounts receivable represent the amounts billed under notes receivable which are currently due to the Company. Allowances for credit losses are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in noninterest-bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250 thousand. The remainder of the Funds’ cash is temporarily invested in U.S. Treasury instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts and notes receivable represent amounts due from borrowers in various industries related to equipment financed through notes receivable.

Notes receivable, unearned interest income and related revenue recognition:

The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes on the balance sheet. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.

Allowances for losses on notes receivable are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probably that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary.

This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.

Notes receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, the related notes may be placed on non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, all payments received are applied only against outstanding principal balances.

Note origination costs:

The Company capitalizes note origination costs and deferred loan fees associated with the origination and funding of investments in notes receivable. Costs incurred include both internal costs (e.g., the costs of employees’ activities in connection with successful loan originations) and any external broker fees incurred with such originations. These costs are amortized on a note by note basis over the actual contract term using the effective interest rate method. Upon termination of the underlying notes receivable, any of the remaining net note origination fees or costs are relieved. Likewise, the accumulated amortization related to the deferred costs is relieved. Costs related to notes receivable that are not consummated are not eligible for capitalization as note origination costs and are expensed as acquisition expense in the period of expenditure.

Acquisition expense:

Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition or financing of equipment and equity investment transactions which were not consummated. Such costs are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as note origination costs, such amounts are expensed as incurred.

Segment reporting:

The Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.

The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its financing business operates as one reportable segment because: a) the Company measures profit and loss at the portfolio assets level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment financing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment financing; and e) the Company has not chosen to organize its business around geographic areas.

The primary geographic region in which the Company seeks financing opportunities is North America. Currently, 100% of the Company’s operating revenues are from customers domiciled in North America.

Investment in securities:

From time to time, the Company may purchase securities of its borrowers or receive warrants and rights to purchase securities in connection with its lending arrangements.

Purchased securities

Purchased securities (primarily preferred stocks) are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments and that it is not practicable to estimate the fair value of the investment because of its illiquidity.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At December 31, 2013 and 2012, the Managing Member estimated the fair value of the warrants to be $606,933 and $24,412, respectively. See Note 9 for further discussion.

Advance payments:

Note payments received prior to their due date are recorded as advance payments.  The payments are applied against the note receivable when they become due.

Income Taxes:

The Company is treated as a partnership for federal income tax purposes. Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Company has provided current franchise income taxes for only those states which levy income taxes on partnerships. For the years ended December 31, 2013 and 2012, the related provision for state income taxes was approximately $2,600 and $1,600, respectively. The Company does not have any entity level uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is generally subject to examination by U.S. federal (or state and local) income tax authorities for three years from the filing of a tax return.

The tax bases of the Company’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2013 and 2012 as follows:

		2013		2012
Financial statement basis of net assets	$	7,032,083	$	863,574
Tax basis of net assets (unaudited)		9,311,910		1,933,605
Difference	$	(2,279,827)	$	(1,070,031)

The primary difference between the tax bases of net assets and the amounts recorded in the financial statements is the result of the difference in accounting for syndication costs used in the financial statements and the Company’s tax returns. 

The following reconciles the net income (loss) reported in these financial statements to the income reported on the Company’s federal tax return (unaudited) for the years ended December 31, 2013 and 2012:

		2013		2012
Net income (loss) per financial statements	$	396,155	$	(15,231)
Tax adjustments (unaudited):
Adjustments to gain on sales of assets		4,834		-
Other		(398,746)		79,154
Income per federal tax return (unaudited)	$	2,243	$	63,923

Per Unit data:

Net income (loss) per Unit is based upon the weighted average number of Other Members Units outstanding since commencement of its operations.

Recent accounting pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

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Members' Capital (Distributions to Other Members) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Members' Capital [Abstract]
Distributions declared	$ 1,004,907	$ 23,550
Weighted average number of Units outstanding	620,769	20,777
Weighted average distributions per Unit	$ 1.62	$ 1.13

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Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 3,107,170	$ 254,739
Accounts receivable	6,152	6,664
Notes receivable, net	4,396,271	1,313,139
Fair value of warrants	606,933	24,412
Prepaid expenses and other assets	4,875
Total assets	8,121,401	1,598,954
Accounts payable and accrued liabilities:
Managing Member	17,571	3,315
Affiliates	889,621	679,188
Accrued distributions to Other Members	159,866	20,868
Other	22,260	9
Deposits due borrowers		32,000
Total liabilities	1,089,318	735,380
Commitments and contingencies
Members' capital:
Managing Member
Other Members	7,032,083	863,574
Total Members' capital	7,032,083	863,574
Total liabilities and Members' capital	$ 8,121,401	$ 1,598,954

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Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Operating activities:
Net income (loss)	$ 396,155	$ (15,231)
Adjustment to reconcile net income (loss) to cash used in operating activities:
Accretion of note discount - warrants	(13,747)	(597)
Amortization of net note origination costs	10,657	436
Gain on early termination of notes receivable	(46,452)
Gain on sales or dispositions of securities	(50,792)
Unrealized gain on fair valuation of warrants	(477,433)
Changes in operating assets and liabilities:
Accounts receivable	512	(6,664)
Prepaid expenses and other assets	(4,875)
Accounts payable, Managing Member	(1,188)	996
Accounts payable, other	22,251	9
Accrued liabilities, affiliates	(117,768)	(36,165)
Deposits due borrowers	(32,000)	32,000
Unearned fee income related to notes receivable	33,161	17,333
Net cash used in operating activities	(281,519)	(7,883)
Investing activities:
Advance payments	48,993	60,220
Proceeds from early termination of notes receivable	341,880
Proceeds from sales of warrants	55,640
Payments of note origination costs	(25,145)	(2,974)
Note receivable and warrants advances	(4,135,181)	(1,450,000)
Principal payments received on notes receivable	592,766	38,031
Net cash used in investing activities	(3,121,047)	(1,354,723)
Financing activities:
Capital contributions	8,347,550	1,872,760
Rescissions of capital contributions	(5,320)
Net cash provided by financing activities	6,254,997	1,616,845
Net increase in cash and cash equivalents	2,852,431	254,239
Cash and cash equivalents at beginning of year	254,739	500
Cash and cash equivalents at end of year	3,107,170	254,739
Supplemental disclosures of cash flow information:
Cash paid during the year for taxes	1,600	1,600
Selling Commissions to Affiliates [Member]
Financing activities:
Organization and offering costs	(617,631)	(143,479)
Syndication Costs [Member]
Financing activities:
Organization and offering costs	(503,433)	(109,456)
Other Members [Member]
Operating activities:
Net income (loss)	280,451	(17,348)
Financing activities:
Distributions to Members	(865,909)	(2,682)
Capital contributions	8,347,550	1,872,760
Rescissions of capital contributions	(5,320)
Schedule of non-cash investing and financing transactions:
Distributions payable to Members at year-end	159,866	20,868
Managing Member [Member]
Operating activities:
Net income (loss)	115,704	2,117
Financing activities:
Distributions to Members	(100,260)	(298)
Schedule of non-cash investing and financing transactions:
Payables to Managing Member and affiliates at year-end (syndication costs)	885,376	715,353
Distributions payable to Members at year-end	$ 17,763	$ 2,319

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Fair Value Measurements (Summary of Valuation Techniques and Significant Unobservable Inputs) (Details) (Recurring [Member], Black-Scholes Model [Member], Warrant [Member], USD $)	12 Months Ended
	Dec. 31, 2013
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Time to maturity (in years)	7 years
Risk-free interest rate	2.46%
Annualized volatility	100.00%
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Stock price	$ 25.76
Exercise price	$ 25.76
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Stock price	$ 0.05
Exercise price	$ 0.05

XML

Organization and Limited Liability Company Matters (Narrative) (Details) (USD $)	12 Months Ended	16 Months Ended	24 Months Ended					0 Months Ended
	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2013	Mar. 13, 2013	Dec. 31, 2012	Nov. 14, 2012	Dec. 31, 2011	Feb. 28, 2014 Subsequent Event [Member]
Contributions of capital, initial							$ 500
Maximum offering period		2 years
Maximum value of units to be sold in public offering		75,000,000
Minimum amount of subscriptions to release proceeds in escrow						1,200,000
Minimum units to release proceeds in escrow						120,000
Minimum gross proceeds required to release Pennsylvania subscriptions				3,750,000
Capital contribution			$ 10,215,490					$ 11,496,410
Units issued	1,021,531	1,021,531	1,021,531		187,326
Units outstanding	1,021,531	1,021,531	1,021,531		187,326		50
Reinvestment period	6 years

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Fair Value Measurements (Estimated Fair Values of Financial Instruments) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financial assets:
Cash and cash equivalents	$ 3,107,170	$ 254,739
Notes receivable, net	4,394,821	1,313,139
Warrants	606,933	24,412
Level 1 Estimated Fair Value [Member]
Financial assets:
Cash and cash equivalents	3,107,170	254,739
Fair Value, Inputs, Level 2 [Member]
Financial assets:
Cash and cash equivalents
Notes receivable, net
Warrants
Level 3 Estimated Fair Value [Member]
Financial assets:
Notes receivable, net	4,394,821	1,313,139
Warrants	606,933	24,412
Carrying Amount [Member]
Financial assets:
Cash and cash equivalents	3,107,170	254,739
Notes receivable, net	4,396,271	1,313,139
Warrants	$ 606,933	$ 24,412

XML

Summary of Significant Accounting Policies (Schedule of Differences Between Book Value and Tax Basis of Net Assets) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary of Significant Accounting Policies [Abstract]
Financial statement basis of net assets	$ 7,032,083	$ 863,574	$ 500
Tax basis of net assets (unaudited)	9,311,910	1,933,605
Difference	$ (2,279,827)	$ (1,070,031)

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Organization and Limited Liability Company Matters

12 Months Ended

Dec. 31, 2013

Organization and Limited Liability Company Matters [Abstract]

Organization and Limited Liability Company Matters

1.  Organization and Limited Liability Company matters:

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies. The Fund may continue until it is terminated in accordance with the ATEL Growth Capital Fund 8, LLC limited liability company operating agreement dated December 13, 2011 (the “Operating Agreement”). The Managing Member of the Company is AGC8 Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability corporation. Contributions in the amount of $500 were received as of December 31, 2011, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The offering of the Company was granted effectiveness by the Securities and Exchange Commissionas of August 20, 2012. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company units(Units) to the public reach $75,000,000.As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initialoperations. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal to not less than $3,750,000 in gross proceeds. Total contributions to the Fund exceeded $3,750,000 on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of December 31, 2013, cumulative contributions, net of rescissions and related distributions paid, totaling $10,215,490  (inclusive of the $500 initial Member’s capital investment) have been received. As of such date,  a total of 1,021,531 Units were issued and outstanding. The Fund is actively raising capital and, as of February 28, 2014 has received cumulative contributions, net of rescissions and related distributions paid, in the amount of $11,496,410(inclusive of the $500 initial Member’s capital investment).

The Fund, or Managing Member on behalf of the Fund, has and will continue to incur costs in connection with the organization, registration and issuance of the limited liability company Units. The amount of such costs to be borne by the Fund is limited by certain provisions of the Operating Agreement.

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units), (iii) provide additional distributions to Unitholders from any proceeds from sales of Equity interests and (iv) provide total cash distributions to Unitholders equal to a desirable rate of return on their investment capital. The Company is governed by the Operating Agreement.

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Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts	$ 227,802	$ 14,534
Gain on early termination of notes receivable	46,452
Gain on sales or dispositions of securities	50,792
Interest income	456	32
Unrealized gain on fair valuation of warrants	477,433
Other	18,361	440
Total revenues	821,296	15,006
Expenses:
Acquisition expense	271,748	22,313
Cost reimbursements to affiliates	52,722	279
Asset management fees to Managing Member	16,183	996
Professional fees	21,220
Outside services	24,749	1,359
Taxes on income and franchise fees	2,600	1,600
Bank charges	8,923	3,099
Printing and photocopying	11,592	446
Other	15,404	145
Total operating expenses	425,141	30,237
Net income (loss)	396,155	(15,231)
Net income (loss):
Managing Member	115,704	2,117
Other Members	280,451	(17,348)
Net income (loss)	$ 396,155	$ (15,231)
Net income (loss) per Limited Liability Company Unit (Other Members)	$ 0.45	$ (0.83)
Weighted average number of Units outstanding	620,769	20,777

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Schedule of Differences Between Book Value and Tax Basis of Net Assets

The tax bases of the Company’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2013 and 2012 as follows:

		2013		2012
Financial statement basis of net assets	$	7,032,083	$	863,574
Tax basis of net assets (unaudited)		9,311,910		1,933,605
Difference	$	(2,279,827)	$	(1,070,031)

Reconciliation of Net Income Loss Reported in Financial Statements and Federal Tax Return

The following reconciles the net income (loss) reported in these financial statements to the income reported on the Company’s federal tax return (unaudited) for the years ended December 31, 2013 and 2012:

		2013		2012
Net income (loss) per financial statements	$	396,155	$	(15,231)
Tax adjustments (unaudited):
Adjustments to gain on sales of assets		4,834		-
Other		(398,746)		79,154
Income per federal tax return (unaudited)	$	2,243	$	63,923

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 28, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Entity Registrant Name	ATEL Growth Capital Fund 8, LLC
Entity Central Index Key	0001537069
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 0
Entity Units Outstanding		1,149,641

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Notes Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2013

Notes Receivables, Net [Abstract]

Minimum Future Payments Receivable

As of December 31, 2013, the minimum future payments receivable are as follows:

Year ending December 31, 2014	$	2,002,512
2015		1,928,510
2016		1,286,207
2017		250,005
		5,467,234
Less: portion representing unearned interest income, net		(961,750)
Less: advance payments		(109,213)
Notes receivable, net	$	4,396,271

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Statements of Changes in Members' Capital (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Beginning Balance	$ 863,574	$ 500
Capital contributions	8,347,550	1,872,760
Rescissions of Units	(5,320)
Distributions to Other Members	(1,004,907)	(23,550)
Distributions to Managing Member	(115,704)	(2,617)
Net income (loss)	396,155	(15,231)
Ending Balance	7,032,083	863,574
Selling Commissions to Affiliates [Member]
Organization and offering costs	(750,785)	(168,503)
Syndication Costs [Member]
Organization and offering costs	(698,480)	(799,785)
Other Members [Member]
Beginning Balance (in units)	187,326	50
Beginning Balance	863,574
Capital contributions	8,347,550	1,872,760
Capital contributions (in units)	834,755	187,276
Rescissions of Units	(5,320)
Rescissions of Units (in units)	(550)
Distributions to Other Members	(1,004,907)	(23,550)
Net income (loss)	280,451	(17,348)
Ending Balance (in units)	1,021,531	187,326
Ending Balance	7,032,083	863,574
Other Members [Member] | Selling Commissions to Affiliates [Member]
Organization and offering costs	(750,785)	(168,503)
Other Members [Member] | Syndication Costs [Member]
Organization and offering costs	(698,480)	(799,785)
Managing Member [Member]
Beginning Balance		500
Distributions to Managing Member	(115,704)	(2,617)
Net income (loss)	$ 115,704	$ 2,117

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Commitments

12 Months Ended

Dec. 31, 2013

Commitments [Abstract]

Commitments

6.  Commitments:

At December 31, 2013, there were commitments to fund investments in notes receivable approximating $5,450,000. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

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Syndication Costs

12 Months Ended

Dec. 31, 2013

Syndication Costs [Abstract]

Syndication Costs

5.  Syndication costs:

Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $1,449,265and $968,288 for the respective years ended December 31, 2013 and 2012.

The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. As of December 31, 2013, the Company had recorded $885,304 of syndication costs in excess of the limitation. The limitation on the amount of syndication costs pursuant to the Operating Agreement is determined on the date of termination of the offering. At such time, the Manager guarantees repayment of any excess syndication costs (above the limitation) which it may have collected from the Company, which guarantee is without recourse or reimbursement by the Fund.

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Summary of Significant Accounting Policies (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 segment	Dec. 31, 2012
Summary Of Significant Accounting Policies [Line Items]
Number of operating segments	1
Number of reportable segments	1
Fair value of warrants	$ 606,933	$ 24,412
Provision for franchise fees and state income taxes	2,600	1,600
Period subject to income tax examination	3 years
North America [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of operating revenues	100.00%
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Required assets value of financial institutions for cash deposits	10,000,000,000
Note receivable, period for non accrual status	90 days
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
U.S. Treasury instruments maturity period	90 days
Cash deposits, insured amount	$ 250,000
Note receivable, period of review for impairment	90 days

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Affiliates Earned Commissions and Billed for Reimbursements Pursuant to Operating Agreement

During the years ended December 31, 2013 and 2012, the Managing Member and/or affiliates earned commissions, fees and reimbursements pursuant to the Operating Agreement as follows:

		2013		2012
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members' capital	$	750,785	$	168,503
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members' capital		698,480		799,785
Administrative costs reimbursed to Managing Member and/or affiliates		52,722		279
Asset management fees to Managing Member		16,183		996
Acquisition costs and note origination fees paid to Managing Member		296,893		25,287
	$	1,815,063	$	994,850

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

9.  Fair value measurements:

Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Company's own estimates of assumptions that market participants would use in pricing the asset or liability.

At December 31, 2013 and 2012, only the Company’s warrants were measured on a recurring basis. As of the same dates, the Company had no assets or liabilities that required measurement at fair value on a non-recurring basis.

The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes and third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in notes receivable and equity securities of venture companies.The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.

The measurement methodology is as follows:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of December 31, 2013 and 2012, the calculated fair value of the Fund’s warrant portfolio totaled $606,933 and $24,412, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

The following reconciles the beginning and ending balances of the Company’s Level 3 recurring assets:

		Level 3 assets
Balance at December 31, 2011	$	-
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)		24,412
Balance at December 31, 2012		24,412
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)		109,935
Net exercise of warrants		(4,847)
Unrealized gain on warrants, net recorded during the year		477,433
Balance at December 31, 2013	$	606,933

The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s investments categorized as Level 3 in the fair value hierarchy as of December 31, 2013:

	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes Model	Stock price	$0.05 - $25.76
			Exercise price	$0.05 - $25.76
			Time to maturity (in years)	7.00
			Risk-free interest rate	2.46%
			Annualized volatility	100%

The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.

The Company has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash and cash equivalents

The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.

Notes receivable

The fair value of the Company’s notes receivable is estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with credit risk or estimated collateral liquidation adjustments for non-accrual loans as deemed necessary.

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codificationat December 31, 2013 and 2012:

		December 31, 2013
		Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,107,170	$	3,107,170	$	-	$	-	$	3,107,170
Notes receivable, net		4,396,271		-		-		4,394,821		4,394,821
Warrants		606,933		-		-		606,933		606,933
		December 31, 2012
		Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	254,739	$	254,739	$	-	$	-	$	254,739
Notes receivable, net		1,313,139		-		-		1,313,139		1,313,139
Warrants		24,412		-		-		24,412		24,412

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Guarantees

12 Months Ended

Dec. 31, 2013

Guarantees [Abstract]

Guarantees

7.  Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, based upon the Manager’s experience, there have not been any prior claims or losses pursuant to these types of contracts and the expectation of risk of loss is remote.

The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Company’s similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.

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Members' Capital

12 Months Ended

Dec. 31, 2013

Members' Capital [Abstract]

Members' Capital

8.  Members’ Capital:

A total of 1,021,531 Units and 187,326 were issued and outstanding at December 31, 2013 and 2012, respectively. The Fund is authorized to issue up to 7,500,000additional Units in addition to the Units issued to the initial Member (50 Units).

From the commencement of the Fund until the initial closing date, as defined in the Operating Agreement, the Company’s net income and net losses are allocated 100% to the Manager. Commencing with the initial closing date, net income and net losses are allocated 100% to the Members. An amount equal to 5% of all Distributions of Cash Available for Distribution and Net Disposition Proceeds will be allocated to the Manager as the carried interest. An amount equal to (i) an additional 5% of all Distributions from Cash Available for Distribution and 1% of all Distributions of Net Disposition Proceeds will be paid to the Manager as a promotional interest until investors have received total distributions in amounts equal to their Capital Contributions plus an amount equal to a priority return of 8% per annum as defined in the Operating Agreement; and (ii) then 15% of all subsequent distributions will be allocated to the Manager as a promotional interest. Distributions not allocated to the Manager as carried or promotional interests will be allocated and paid to the Unitholders.

Distributions to the Other Members for 2013 and 2012 were as follows:

		2013		2012
Distributions declared	$	1,004,907	$	23,550
Weighted average number of Units outstanding		620,769		20,777
Weighted average distributions per Unit	$	1.62	$	1.13

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Summary of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation:

The accompanying balance sheets as of December 31, 2013 and 2012, and the related statements of operations, changes in members’ capital and cash flows for the years then ended have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission.

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after December 31, 2013, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Cash and Cash Equivalents

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of credit losses on notes receivable and the fair valuation of equity securities and warrants.

Accounts Receivable

Accounts receivable:

Accounts receivable represent the amounts billed under notes receivable which are currently due to the Company. Allowances for credit losses are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.

Credit Risk

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in noninterest-bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250 thousand. The remainder of the Funds’ cash is temporarily invested in U.S. Treasury instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts and notes receivable represent amounts due from borrowers in various industries related to equipment financed through notes receivable.

Notes Receivable, Unearned Interest Income and Related Revenue Recognition

Notes receivable, unearned interest income and related revenue recognition:

The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes on the balance sheet. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.

Allowances for losses on notes receivable are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probably that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary.

This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.

Notes receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, the related notes may be placed on non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, all payments received are applied only against outstanding principal balances.

Note Origination Costs

Note origination costs:

The Company capitalizes note origination costs and deferred loan fees associated with the origination and funding of investments in notes receivable. Costs incurred include both internal costs (e.g., the costs of employees’ activities in connection with successful loan originations) and any external broker fees incurred with such originations. These costs are amortized on a note by note basis over the actual contract term using the effective interest rate method. Upon termination of the underlying notes receivable, any of the remaining net note origination fees or costs are relieved. Likewise, the accumulated amortization related to the deferred costs is relieved. Costs related to notes receivable that are not consummated are not eligible for capitalization as note origination costs and are expensed as acquisition expense in the period of expenditure.

Acquisition Expense

Acquisition expense:

Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition or financing of equipment and equity investment transactions which were not consummated. Such costs are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as note origination costs, such amounts are expensed as incurred.

Segment Reporting

Segment reporting:

The Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.

The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its financing business operates as one reportable segment because: a) the Company measures profit and loss at the portfolio assets level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment financing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment financing; and e) the Company has not chosen to organize its business around geographic areas.

The primary geographic region in which the Company seeks financing opportunities is North America. Currently, 100% of the Company’s operating revenues are from customers domiciled in North America.

Investment in Securities

Investment in securities:

From time to time, the Company may purchase securities of its borrowers or receive warrants and rights to purchase securities in connection with its lending arrangements.

Purchased securities

Purchased securities (primarily preferred stocks) are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments and that it is not practicable to estimate the fair value of the investment because of its illiquidity.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At December 31, 2013 and 2012, the Managing Member estimated the fair value of the warrants to be $606,933 and $24,412, respectively. See Note 9 for further discussion.

Advance Payments

Advance payments:

Note payments received prior to their due date are recorded as advance payments.  The payments are applied against the note receivable when they become due.

Income Taxes

Income Taxes:

The Company is treated as a partnership for federal income tax purposes. Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Company has provided current franchise income taxes for only those states which levy income taxes on partnerships. For the years ended December 31, 2013 and 2012, the related provision for state income taxes was approximately $2,600 and $1,600, respectively. The Company does not have any entity level uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is generally subject to examination by U.S. federal (or state and local) income tax authorities for three years from the filing of a tax return.

The tax bases of the Company’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2013 and 2012 as follows:

		2013		2012
Financial statement basis of net assets	$	7,032,083	$	863,574
Tax basis of net assets (unaudited)		9,311,910		1,933,605
Difference	$	(2,279,827)	$	(1,070,031)

The primary difference between the tax bases of net assets and the amounts recorded in the financial statements is the result of the difference in accounting for syndication costs used in the financial statements and the Company’s tax returns. 

The following reconciles the net income (loss) reported in these financial statements to the income reported on the Company’s federal tax return (unaudited) for the years ended December 31, 2013 and 2012:

		2013		2012
Net income (loss) per financial statements	$	396,155	$	(15,231)
Tax adjustments (unaudited):
Adjustments to gain on sales of assets		4,834		-
Other		(398,746)		79,154
Income per federal tax return (unaudited)	$	2,243	$	63,923

Per Unit Data

Per Unit data:

Net income (loss) per Unit is based upon the weighted average number of Other Members Units outstanding since commencement of its operations.

Recent Accounting Pronouncements

Recent accounting pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

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Fair Value Measurements (Reconciliation of Level 3 Recurring Assets) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance	$ 24,412
Unrealized gain on warrants, net recorded during the year	477,433
Balance	606,933
Level 3 Estimated Fair Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance	24,412
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)	109,935	24,412
Net exercise of warrants	(4,847)
Unrealized gain on warrants, net recorded during the year	477,433
Balance	$ 606,933	$ 24,412

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Reconciliation of Level 3 Recurring Assets

The following reconciles the beginning and ending balances of the Company’s Level 3 recurring assets:

		Level 3 assets
Balance at December 31, 2011	$	-
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)		24,412
Balance at December 31, 2012		24,412
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)		109,935
Net exercise of warrants		(4,847)
Unrealized gain on warrants, net recorded during the year		477,433
Balance at December 31, 2013	$	606,933

Summary of Valuation Techniques and Significant Unobservable Inputs

The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s investments categorized as Level 3 in the fair value hierarchy as of December 31, 2013:

	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes Model	Stock price	$0.05 - $25.76
			Exercise price	$0.05 - $25.76
			Time to maturity (in years)	7.00
			Risk-free interest rate	2.46%
			Annualized volatility	100%

Estimated Fair Values of Financial Instruments

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codificationat December 31, 2013 and 2012:

		December 31, 2013
		Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,107,170	$	3,107,170	$	-	$	-	$	3,107,170
Notes receivable, net		4,396,271		-		-		4,394,821		4,394,821
Warrants		606,933		-		-		606,933		606,933
		December 31, 2012
		Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	254,739	$	254,739	$	-	$	-	$	254,739
Notes receivable, net		1,313,139		-		-		1,313,139		1,313,139
Warrants		24,412		-		-		24,412		24,412

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Notes Receivable, Net (Narrative) (Details)	Dec. 31, 2013
Minimum [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Terms of the notes receivable	24 months
Notes receivable, interest rate	11.29%
Notes maturity period	2015
Maximum [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Terms of the notes receivable	42 months
Notes receivable, interest rate	17.11%
Notes maturity period	2017

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Statements of Changes in Members' Capital (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Statements of Changes in Members' Capital [Abstract]
Distributions to Other Members, per unit	$ 1.62	$ 1.13

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

4.  Related party transactions:

The terms of the Operating Agreement provide that the Managing Member and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Company.

The Operating Agreement allows for the reimbursement of costs incurred by the Managing Member and/or affiliates for providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel and equipment financing documentation. The Managing Member is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments.

Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.

During the years ended December 31, 2013 and 2012, the Managing Member and/or affiliates earned commissions, fees and reimbursements pursuant to the Operating Agreement as follows:

		2013		2012
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members' capital	$	750,785	$	168,503
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members' capital		698,480		799,785
Administrative costs reimbursed to Managing Member and/or affiliates		52,722		279
Asset management fees to Managing Member		16,183		996
Acquisition costs and note origination fees paid to Managing Member		296,893		25,287
	$	1,815,063	$	994,850

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Notes Receivable, Net (Minimum Future Payments Receivable) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Notes Receivables, Net [Abstract]
Year ending December 31, 2014	$ 2,002,512
2015	1,928,510
2016	1,286,207
2017	250,005
Notes receivable, gross	5,467,234
Less: portion representing unearned interest income, net	(961,750)
Less: advance payments	(109,213)
Notes receivable, net	$ 4,396,271	$ 1,313,139

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Members' Capital (Tables)

12 Months Ended

Dec. 31, 2013

Members' Capital [Abstract]

Distributions to Other Members

Distributions to the Other Members for 2013 and 2012 were as follows:

		2013		2012
Distributions declared	$	1,004,907	$	23,550
Weighted average number of Units outstanding		620,769		20,777
Weighted average distributions per Unit	$	1.62	$	1.13