PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 24, 2016

UNATION, LLC

12802 Tampa Oaks Blvd., Suite 405
Tampa, FL 33637

Up to 2,500,000 Series C Non-Voting Membership Units including up to 833,333 Series C Non-Voting Membership Units sold by current securityholders. Sales by current securityholders will not begin until the company has sold at least $15,000,000 worth of its Series C Non-Voting Membership Units.

The current holders of Series A Membership Units of the company will convert their Series A Membership Units into Series C Non-Voting Membership Units at a 1 to 10 ratio prior to selling to investors in this Offering.

SEE “SECURITIES BEING OFFERED” AT PAGE 32

	Price to Public	Underwriting discount and commissions	Proceeds to issuer before expenses, discounts and commissions*	Proceeds to current security holders**
Per unit for sales of $0 to $15,000,000	$12.00	--	$12.00	--
Per unit for sales of $15,000,000 to $30,000,000	$12.00	--	$2.10	$9.90
Total Maximum	$30,000,000	--	$21,750,000	$8,250,000

* The company expects that the amount of expenses of the offering that it will pay will be approximately $80,000, not including state filing fees. The company has engaged Quint Capital Corporation to act as an introducing broker-dealer in connection with this Offering. Quint Capital Corporation is not providing underwriting or investment banking services, and is not acting as a placement agent for this Offering. See the “Plan of Distribution” for details regarding the compensation payable to Quint Capital Corporation.

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** See the “Plan of Distribution” for details regarding the method of determining when current securityholders may sell their interests.

This offering is being made on a best efforts basis without any minimum investment target and will be made on continuous basis as provided by Rule 241(d)(3)(i)(F) for up to two years following the date of qualification by the Commission.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 6.

Sales of these securities will commence on approximately [date].

The company is following the “Offering Circular” format of disclosure under Regulation A.

     AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A

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NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

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TABLE OF CONTENTS

SUMMARY	6
RISK FACTORS	8
THE COMPANY’S BUSINESS	12
DILUTION	18
USE OF PROCEEDS TO ISSUER	21
THE COMPANY’S PROPERTY	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
MANAGING MEMBERS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	26
COMPENSATION OF MANAGING MEMBERS AND EXECUTIVE OFFICERS	28
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	29
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	31
SECURITIES BEING OFFERED	32
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	35
INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2016	36
FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDING DECEMBER 31, 2015 and DECEMBER 31, 2014	52
INDEX TO EXHIBITS	70

In this Offering Circular, the terms “UNATION, LLC”, “UNATION” or “the company” refers to UNATION, LLC and its subsidiaries, UNATION Technologies, LLC and UNATION Entertainment Group, LLC, on a consolidated basis.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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SUMMARY

This Offering Circular Summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in the company’s Series C Units, you should carefully read this entire Offering Circular, including the company’s financial statements and related notes. You should also consider amount other information, the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The Company

UNATION is connecting the world through events. We are an event-driven social platform that believes life is a series of events, and by connecting around the events of our lives we form meaningful and relevant relationships.

UNATION first organized as a limited liability company on June 10, 2010. The concept for UNATION was conceived on a napkin on a move set by the company’s founder, John Bartoletta. The idea was simple — Events are what bring people together and branding around events is critical for creating honest and lasting relationships between the event creators and event attendees.

Our Product

UNATION has developed its UNATION app for use through an internet browser, or through Android or iOS on a person’s smartphone. The app allows users to create, discover, and obtain information needed to attend events.

We have recently expanded the functionality of the app to allow for registration and ticketing of events. This functionality is the first prong of our efforts to monetize the UNATION app.

Our Growth Strategy

Our base of operations is in Tampa, Florida. We have recently begun expansion into Key West, FL, Orlando, FL, and Atlanta, GA, with plans to also move into Miami, FL and potentially Nashville, TN by the end of 2016. We intend to further expand into the top 26 metropolitan areas in the United States by end of 2018. Expectations and planning are that we will have a presence in 15 cities by the end of 2017.

Our strategy when entering a new market is four-fold. By partnering with local event organizers, creating Brand Ambassadors among college Greek systems, partnering with local influencers, and the use of targeted marketing through social ad campaigns, we reach our desired user base and acquire new UNATION users.

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The Offering

We are offering investors the opportunity to purchase Series C limited liability company membership units at $12.00 per unit. The Series C Units do not include any voting rights or the ability to direct the operations of the Company.

Key Risk Factors of this Offering

We are in competition with other social media companies that are larger and better funded.

We have not yet realized significant revenues from operations and it is uncertain we will be able to do so.

Our business depends on being able to scale and maintain our technical infrastructure.

Investors in this Offering will receive non-voting Series C Units and will have no ability to meaningfully direct the operations of the Company.

The rights of investors are determined by the Operating Agreement of the Company rather than any body of state corporations law.

We have elected to be taxed as a partnership, meaning that any gains and losses will flow directly to the holder of membership Units of the Company in proportion to their percent ownership of the Company.

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RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to Our Business and Industry

If we fail to retain existing users or add new users, our business may be significantly harmed. We depend on our users to create events and identify interest in those events. Further, event organizers will only utilize our product if there are sufficient number of potential attendees that they will be able to reach through the product. Potential attendees will only utilize our product if there are a sufficient number of events to discover and attend. Our future financial performance will be significantly determined by adding, retaining, and engaging active users.

We face competition from larger and better funded social media companies. Our current competitors have significantly greater resources and better competitive positions in certain markets than we do. These factors may allow out competitors to respond more effectively than us to new or emerging technologies and changes in the market.

We may not be successful in our efforts to grow and monetize the UNATION app. We are currently pre-revenue and have not charged users for the services contained in the UNATION app. Our future financial performance will depend on monetizing the services included in the app and growing our user base. It is unclear how charging for our services will impact the existing user base or future growth of our user base.

We operate in a highly competitive space. Competition presents an ongoing threat to the success of our business. Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance. Our competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns.

If we are not able to maintain and enhance our brand, our ability to expand our base of users may be impaired, and our business and financial results may be harmed. Maintaining and enhancing our brand is critical to expanding our base of users. Our brand image will depend on our ability to provide users with the ability to find and share exciting, local events. If we fail to successfully maintain and enhance the UNATION brand, or if we incur excessive expenses in this effort, our business and financial results may be adversely affected.

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We have not yet generated any revenue from the UNATION app and there are no assurances we will be able to generate revenue. Since the launch of the UNATION app in beta, we have not generated any revenue from the app. We have created partnerships and promoted the app with the condition that we would not charge for the service. Our goal is to monetize the app, however there are no assurances we will be successful in doing so.

We are controlled by a small team with substantially greater rights than those of investors. We have a small team of Managers and executive officers that exercise substantial control over the company. These Managers and executive officers have received Series A Units of the company, which are the only class entitled to vote on any matters presented to the members of the company.

We cannot be certain that additional financing will be available on reasonable terms when required, or at all. We will need additional financing in the future. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets, and other factors. When we seek such additional financing, the terms may not be favorable to us, or such financing may not be available at all.

Our business depends on our ability to maintain and scale our technical infrastructure. Our reputation and ability to attract, retain, and serve our users depends on the reliable performance of the UNATION app and its underlying technical infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. If UNATION is unavailable when users attempt to access it, users may not continue using the app.

We rely on third party developers and third party providers of network infrastructure. Our developers and network infrastructure are provided by third party contractors. We rely on those third parties to fulfil their obligations under existing agreements. Should those third parties not fulfil their obligations to UNATION we may be required to find other third parties, if any are available. Our financial results could be negatively affected if we are required to change developers and network infrastructure providers.

We cannot assure you that we will effectively manage our growth. We currently operate in a limited number of markets around UNATION’s base of operations in Tampa, FL. As we expand to additional metropolitan regions, we will be required to take on additional personnel. Our management may not be able to manage such growth effectively.

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Computer malware, viruses, hacking, phishing attacks, and spamming could harm our business and results of Operations. As an app hosting information that may be used to identify users and their networks, we may be the subject of computer malware, viruses, hacking, phishing attacks, and spamming. Should we be unable to effectively manage these attacks and threats to user information, we may experience harm to our reputation and our ability to retain existing users and attract new users.

Our auditor has issued a going concern opinion. UNATION is a development stage company and we have suffered losses from operations since the inception of the company. While the management of the company is taking steps to raise additional funds and we believe we will be able to start generating revenue from the company’s core product, there are no assurances that these capital raising efforts will be successful or that we will receive significant revenue from operations.

We have entered into a loan agreement with a related party to the company. We have entered into a loan agreement with Marquesas Capital Partners, LLC, a company controlled by the Managers of UNATION. The loan agreement was first entered into on January 31, 2013. The terms of the loan have been altered from time to time. Should we be unable to continue operations, Marquesas Capital Partners, LLC, as a creditor to the company, would receive proceeds from any liquidation to satisfy the loan prior to any disbursement to unit holders of the company, including investors in this Offering.

Risks Related to this Offering and Ownership of Our Series C Units

The price of our Class C Units has been set arbitrarily. The price of our Series C Units was determined internally based on the management’s perceived value of the company. This price is the same as the price that was offered to previous investors in the Series B Units of the Company. We have not obtained any third-party valuation reports or negotiated the price with any third party.

There is no current market for any of our Series C Units. There is no formal marketplace for the resale of the Series C Units of the company. Units may be traded on the over-the-counter market to the extent that any demand exists. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their Units as collateral.

Investors hold minority interests in the company. UNATION has already issued 2,000,000 units of its Series A Units, and 3,298,916 of its Series B Units. Investors will hold minority interests in the company and will not be able to direct its operations. The rights, preferences, and privileges of the Series C Units are provided in the Amended and Restated Operating Agreement of the company, which provides substantial control of the company to the holders of Series A Units.

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The Series C Units are non-voting units. The Series C Unit holders do not have the right to vote on any manner presented to the Members of the company. We rely on the flexibility provided under Section 302 of the Delaware Limited Liability Company Act which allows for any limited liability company, through its operating agreement, to provide any class of members with no voting rights.

We have elected to be taxed as a partnership. Each member of the company, that is, those persons holding any number of Series A, Series B, or Series C Units of the company will have individual tax liability for the profits and losses of the company. Investors will be informed of this individual liability when we provide Internal Revenue Service Form K-1s to each investor on an annual basis.

The rights of investors are determined by the Operating Agreement of the company. Limited liability companies are creatures of contract governed by the specific terms of its own operating agreement. This is in contrast with corporations that are governed by state corporation codes in addition to their own certificate of incorporation. Among other terms, the Amended and Restated Operating Agreement of UNATION, LLC sets out the rights of Members, the rules regarding allocation of profits and losses, the rules regarding distributions, the powers of the Managers and executive officers of the company, and other significant terms. Investors should carefully review the Amended and Restated Operating Agreement and should only invest if they agree to be bound by those terms.

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THE COMPANY’S BUSINESS

Basic Information about the Company and Overview

We founded the company in June 2010 in order to create an event-driven social platform. We believe life is a series of events and by connecting around the events of our lives, we are giving users the ability to form meaningful and relevant relationships.

Since 2010, we have expanded our operations from Tampa, FL to Orlando, FL, Key West, FL and to Atlanta, GA. As of April 2016, we are still pre-revenue and are beginning to move beyond the start-up phase of operations.

We have two non-operating, wholly owned subsidiary entities for the company. These entities are UNATION Technologies, LLC, a Texas organized limited liability company, and UNATION Entertainment Group, LLC, a Delaware organized limited liability company.

Principal Products and Services

Our core product is the UNATION app, currently available through the Apple App Store and through Google Play as well as available through our web-based app and Check in app. The app allows businesses and people to create, discover, and share local events, such as concerts, nightlife, restaurant specials, festivals, date nights, and other social gatherings.

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The format of the app allows event organizers to build brand recognition. To us, branding means that users have control of the appearance of their profile and everything on it, from photos to events. This branding focus provides users with the ability to put their best image forward and showcase their content in the way they see fit.

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Users of the app benefit from the ease of finding local events and building relationships with people who share the same interest. Users find the UNATION to be a useful tool to find events by scrolling through what is happening in their area and by filtering those searches based on categories of events, dates, and event creators. Once finding the event, a user is provided with all the pertinent details right in the app, including date, time, description, ticket links, directors, who’s going, and photos.

For businesses and event organizers, the UNATION app delivered a relevant audience looking for this to do. To that end, UNATION is a free promotional tool for anyone interested in promoting an event.

In March 2016, we expanded the capabilities of the app to allow for ticketing and registration for events with robust administrative reporting features. Some of the features of the ticketing platform include:

•	Create ticket	•	Absorb fees
•	Edit ticket	•	Multiple ticket levels
•	Buy ticket	•	Promo codes
•	Link your bank account	•	Add to calendar
•	Pass on fees	•	Registration

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• Reporting • Check in App

Ticketing and registration is our first revenue generating function of the UNATION app. UNATION receives a small registration fee for every ticket sold, which can be absorbed by the event organizer or passed onto purchasers.

In the future, we plan to introduce premium application services and promoted content as sources of revenue to UNATION.

UNATION distinguishes itself in event discovery with the quality of events and depth of search options. UNATION not only allows for small user generated events to populate the system, it houses all the major events in a specific area as well. On UNATION you will find the farmer’s market and the Taylor Swift concert. No other event discovery websites allow for such diversity. We also curate the Top List of events happening in your area.

Market

UNATION is focused on events. This event focus requires building local networks of event organizers and attendees. We first launched in Tampa, FL. More recently, we have expanded to Orlando, FL, Key West, FL and Atlanta, GA.

By the end of 2017, we plan on having a presence in the top 26 metropolitan areas in the United States. These regions are home to over 135 million people.

Effectively, the scope of our market is only limited by the number of event organizers in the cities in which we operate. Nationwide, every year there are thousands of professional sporting events, as well as hundreds of thousands of nightlife activities, restaurant promotions, and concerts. Each of these organizers is part of the potential market for UNATION.

Our pricing model for ticketing services is based on percentage of the ticket price. As such, we are the beneficiaries of the general trend towards higher ticket prices for concerts and sporting events. For instance, the current average ticket price for a music concert is $74.25, as determined by Pollstar in its 2015 Year End Stats & Analysis. This represents an increase of $2.81, or 4% over the previous year.

Marketing/Business Development

We had an extensive Beta release period in 2013 and 2014. During that time, we engaged a number of partners and tested our system. These partnerships included: live streaming every game from the United States Soccer League and the Major Indoor Soccer League; being the event social hub for the St. Petersburg Grand Prix; conducting tests with mixed martial arts and professional karate tournaments; and the Ybor City Chamber of Commerce and Ybor Merchant’s Association.

During the Beta release period, we had hundreds of thousands of unique users to the UNATION app with millions of page views. Using advanced analytics on those users, we were able to identify what features of the app were successful, and what required modification. We gained additional feedback through user testing groups and management efforts interviewing over 1,500 of our initial users.

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When we open in a new city or region, we take four primary initiatives. First, we partner with relevant local events. Second, we identify college brand ambassadors and reach out to Greek societies. Third, we partner with local influencers. Fourth, we use targeted advertising to population segments that we have identified as most likely to adopt usage of the UNATION app. These efforts typically result in user acquisition at a cost of $1 per user, with some campaigns only costing approximately $0.33 per user.

Competition

We believe we offer a unique product that is not being provided by other social media services. While there are other apps and services that allows for discovery and promotion of events, we are not aware of any competitor that includes the same robust features for event organizers and users to create, promote, and discover events.

UNATION distinguishes itself in event promotion and ease of creation by adding the mobile component to the equation. Currently, an event creator is unable to create events from their phone on Eventbrite, which is arguably the top user generated event site in the United States. However, an event creator can do so on UNATION. We also differentiate in price and speed to market. Many event creators spend thousands of dollars for an event page, attached to an e-commerce engine, with the ability for tickets and registration. On UNATION, it is free to set all of that up as a user. We only make money when the event creator sells tickets.

Development Team and Network Infrastructure

We utilize in-house contractors to develop the prototype and products that UNATION brings to the market. We also have an ongoing business relationship with West Agile Labs in San Francisco, CA, which is responsible for developing the technical infrastructure supporting the UNATION app. We pay West Agile Labs based on the work performed, and all resulting intellectual property is the property of UNATION.

Additionally, we leverage cloud computing from Amazon Web Services (“AWS”) for our hardware needs. Cloud computing provides a simple way to access servers, storage, databases and a broad set of application services over the Internet. AWS owns and maintains the network-connected hardware required for these application services, while we provision and use what we need via a web application.

Employees

We currently have 33 people working for UNATION on a full time, part time, or contract basis.

Intellectual Property

In the scope of their work developing the UNATION App, any contractor hired by UNATION is required to acknowledge that the work product is the property of UNATION.

We have filed for trademark protection on three marks used by the company as a means to protect our brand and image, as well as promote the UNATION app. These marks include:

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Serial Number	Mark	Date Filed
85250129	UNATION	February 23, 2011
85379969	It’s where you live	July 25, 2011
85379701	Affinity Bonding	July 25, 2011

Legal Proceedings

We are currently involved in two legal proceedings. The first is a lawsuit brought by Bridgeline Digital, Inc. against the company in Superior Court in the Commonwealth of Massachusetts in regards to a contract entered into between Bridgeline Digital, Inc. and the company. The law suit was filed in October 2012. The lawsuit alleges breach of contract and seeks monetary damages and other civil remedies. The company has challenged the claims of Bridgeline and the lawsuit is currently ongoing.

The second legal proceeding involves a lawsuit brought by the company against Compuware Corp in September 2011 Circuit Court for Hillsborough County in the State of Florida in regards to a contract entered into between the company and Compuware Corp. In the lawsuit we allege that Compuware was in breach of a contract entered into with UNATION and are seeking monetary damages and other civil remedies. Compuware filed a counterclaim for services and fees UNATION is disputing. We are currently in settlement negotiations with Compuware.

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DILUTION

Dilution means a reduction in value, control or earnings of the units the investor owns.

Immediate dilution

An early-stage limited liability company typically sells its units or membership interests (or grants options over its units) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their units than the founders or earlier investors, which means that the cash value of your stake is diluted because all the units are worth the same amount, and you paid more than earlier investors for your shares.

The following table compares the price that new investors are paying for their units with the effective cash price paid, or to be paid, by existing unit holders, at a price of $12.00 per unit. The table presents units and the weighted effective price by series of unit issued since inception.

				Effective Cash Price
	Year Issued	Issued Units		Per Unit at Issuance
Series A Units	2010	2,000,000	$	0.06
Series B Units (Acquired by Investors)*	2010 -2016	2,111,916	$	11.67
Series B Units (Grants as compensation)**	2011 - 2016	1,187,000	$	10.84
Total Units Outstanding		5,298,916	$	7.10
Series C Units (Investors in the offering, assuming $30 Million raised		2,500,000	$	12.00
Total After inclusion of this Offering		7,798,916	$	8.67

* Includes units that were issued pursuant to a 3 for 1 split effected on March 31, 2016. Units were originally purchased at a cash price of $10.00 or $12.00.

** Includes units issued as compensation for services to partners, in exchange for technology, and in exchange to settle disputes.

The following table demonstrates the dilution that new investors will experience upon investment in the Company. This table uses the Company’s tangible net book value as of December 31, 2015 of $(613,226), which is derived from the net equity of the Company in the December 31, 2015 financial statements. The offering costs assumed include a 4% commission on sales of the units in the offering. The table presents two scenarios: a raise of $15,000,000 in which no sales are made by selling securityholders, and a fully subscribed $30,000,000 raise that includes selling securityholders.

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		$15 Million Raise			$30 Million Raise
Price per Units	$	12.00		$	12.00
Units Issued		1,250,000			2,500,000
Capital Raised	$	15,000,000		$	30,000,000
Less: Offering Costs	$	(600,000	)	$	(1,200,000	)
Less: Sales by Existing Securityholders	$	-0-		$	(12,375,000	)
Net Offering Proceeds	$	14,400,000		$	16,425,000
Net Tangible Book Value Pre-Financing	$	(613,226	)	$	(613,226	)
Net Tangible Book Value Post-Financing	$	13,786,774		$	15,811,774
Units Issued and Outstanding Pre-Financing at 04/30/2016		5,298,916			5,298,916
Post-Financing Units Issued and Outstanding		6,548,916			7,730,166
Net tangible book value per unit prior to offering	$	2.60		$	2.98
Increase/(Decrease) per unit attributable to new Investors	$	2.11		$	2.05
Net tangible book value per unit after offering	$	2,517,061.34		$	2,590,569.55
Dilution per unit to new investors ($)	$	0.50		$	0.94
Dilution per unit to new investors (%)		19.09%			31.45%

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional units. In other words, when the company issues more units, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of units outstanding could result from a securities offering (such as an initial public offering, another crowd funding round, a venture capital round, angel investment), employees exercising options, or by conversion of certain instruments (e.g. convertible bonds, preferred units or warrants) into units.

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If the company decides to issue more units, an investor could experience value dilution, with each unit being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per unit (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more units in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

• In June 2014 Jane invests $20,000 for units that represent 2% of a company valued at $1 million.

• In December the company is doing very well and sells $5 million in units to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000.

• In June 2015 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $26,660.

This type of dilution might also happen upon conversion of convertible notes into units. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more units than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a per unit price ceiling. Either way, the holders of the convertible notes get more units for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more units for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future), and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each unit to hold a certain amount of value, it’s important to realize how the value of those units can decrease by actions taken by the company. Dilution can make drastic changes to the value of each unit, ownership percentage, voting control, and earnings per share.

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USE OF PROCEEDS TO ISSUER

The net proceeds of a fully subscribed offering to UNATION, after total offering expenses, broker fees, and sales by current securityholders will be approximately $21.45 million.* We plan to use these proceeds as follows:

• Approximately $12.5 million for marketing, sales, and event development efforts.

•  Approximately $620,000 for ongoing technology development.

•  Approximately $1.4 million for general and administrative expenses of the company.

• Approximately $5.7 million to service and repay a loan issued to the company by Marquesas Capital Partners, LLC, a company controlled by the management of UNATION. The loan was originated on January 31, 2013 in the amount of $2.5 million and carries an interest rate of 12 percent per annum. The terms of the loan have been amended from time to time in response to the capital needs of the company. The principal amount of the loan was later increased to $4,344,729. As of December 31, 2015, the unpaid principal balance equaled $3,409,729 with accrued interest of $1,083,182. The loan is secured by the property and assets of the company. No principal needs to be repaid until the maturity of the loan on January 30, 2017.

* Includes 1% processing fee to Quint Capital Corporation.

Because this offering is being made on a “best efforts” basis, without a minimum offering amount, we may close the offering without sufficient funds for all the intended purposes set out above.

To help ensure the company receives sufficient capital to fund its operations, current securityholders will not be able to sell their Units until we have received at least $15 million in gross investment. Should we only raise $15 million from investors, the net proceeds to the company after offering expenses, broker fees will be approximately $14.77 million.* Under this scenario, the use of proceeds would be as follows:

• Approximately $9.2 million for marketing, sales, and event development efforts.

• Approximately $330,000 for ongoing technology development.

• Approximately $810,000 for general and administrative expenses of the company.

• Approximately $3.56 million to service and repay a loan issued to the company by Marquesas Capital Partners, LLC.

* Includes 1% processing fee to Quint Capital Corporation.

The above description of the anticipated use of proceeds is not binding on the company and is merely description of our current intentions. We reserve the right to change the above use of proceeds if management believes it is in the best interests of the company.

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THE COMPANY’S PROPERTY

We operate from two locations in Tampa, Florida. The corporate headquarters for the company is located at 12802 Tampa Oaks Blvd, Suite 405, Tampa, FL 33637. This location also serves as the headquarters office for Highstreet Group, LLC, an investment management firm operated by UNATION executive officers John Bartoletta and Jody Clermont. Highstreet Group, LLC allows the company to use this location without cost.

The company’s second location for the company is at 324 S. Hyde Park Ave, Suite 405, Tampa, FL 33637. All of our technical and development operations are carried out from this location. Our current lease for these premises will expire on July 31, 2017.

The network infrastructure that is used to host the UNATION App is leased from Amazon Web Services. The arrangement with Amazon Web Services will allow us to increase our server utilization as demand and usage of the UNATION App increases.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this Offering Circular. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Results of Operations

The UNATION App is free to download for any user. Our business model is to generate revenue primarily from taking a percentage of ticket sales and from advertising on the App. As of June 30, 2016, we have still been in developmental stages of operations, and testing the UNATION App in our home market of Tampa, FL, where we allowed users to test the features of the App without charge. As such, we have recognized minimal revenue from advertising and ticketing services. For year-end 2015, the Company had revenues of $1,544, and the year-end 2014, the Company had revenues of $11,994. For the six months ended June 30, 2016, the Company had revenues of $590.

Offsetting that revenue is the cost of operations of the Company for development and support of the App along with the cost to host the App on Amazon’s servers. In 2015, we spent $492,652 on contract labor for development support of the App, compared to $501,251 in 2014. Our costs to host the App in 2015 were $67,433 compared to $112,407 in 2014. This drop was due to efficiency improvements in the use of server resources. In the first half of 2016, we spent $232,995 on contract labor for development support of the App and $22,324 for hosting services.

We recognize advertising and marketing expenses as they occur. We have not yet embarked onto any significant marketing efforts. In 2015 we engaged with Starshop, Inc. for marketing services. As part of that engagement, we loaned Starshop $500,000 in three separate notes bearing 6% interest with a maturity date of August 2017. As of March 2, 2016, Starshop was in breach of the marketing agreement and our ability to collect on the notes is in question. As such, we have decided to expense the loan as a marketing expense for 2015. Through June 30, 2016, we have spent $51,123 on marketing the App.

During the development stage of the Company, our management is receiving limited compensation from the company. Only two of our officers, Georges Beardsley and Jody Clermont are directly compensated by the Company. That compensation amounted to a total of $89,000 in 2015, compared to $48,000 in 2014. In the six months ended June 30, 2016 we have compensated management in the amount of $69,000.

The result of the foregoing is that we incurred a net loss of $1,667,675 in 2015, compared to a net loss of $1,209,179 in 2014. An increased net loss of $458,496, or approximately 38%. By excluding the one-time marketing expense of $500,000 incurred due to the breach of the marketing agreement by Starshop, our net loss between 2014 and 2015 decreased by $41,504. Through June 30, 2016, we have experienced a net loss of $700,403.

Liquidity and Capital Resources

As of June 30, 2016, the Company’s cash and cash equivalents on hand was $302,956, which comprises the entirety of the Company’s current assets. At that time, the cash and cash equivalents on hand were not sufficient to cover the current liabilities of the Company, including $379,047 in current accounts payable.

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Additionally, in order to continue development of the UNATION App, and support the current users of the App, the Company will be required to compensate its development team working on a contract basis. We expect that the Company will pay approximately $500,000 to its development team working on contract over the next 12 months.

In order to meet its current liabilities, the Company will continue to raise funds from accredited investors. In 2015, the Company raised $2,275,443 from accredited investors who purchased the Series B Units of the Company and has demonstrated the ability to raise funds as needed. Between January 1, 2016 and June 30, 2016, the Company received approximately $848,000 from accredited investors who purchased Series B Units.

If required, the Company may also turn to Marquesas Capital Partners, LLC to request additional funds to be loaned to the Company at the same terms as have been loaned previously.

While these sources of liquidity are potentially available, there can be no assurances that the Company will be able to raise funds from additional outside investors or from Marquesas Capital Partners.

Plan of Operations

Over the next 12 months we plan on monetizing the UNATION App. As of August 2016, the App has been developed to the point that we have moved beyond the testing phases and can roll out our ticketing services for event organizers in a manner that we will be able to receive a percentage fee on ticket sales made through the App. Ticketing will be the primary revenue source for the Company.

Additionally, we will be adding premium application services that will be made available to event organizers. We will charge for some of these apps that we intend to roll out. Our intent is that the premium apps will allow for event organizers to engage with their attendees on a deeper level, making it an appealing option for organizers.

The third revenue stream we intend to tap into over the next 12 months is allowing event organizers to promote their events through the UNATION App. In this way, promoted events would appear at the top of any user search for events in their area. Organizers will pay a fee to promote their event.

Over the next 12 months we also will take steps to expand into a greater number of metropolitan markets in the United States. We have identified 26 metropolitan markets that we want to be in by the end of 2017. These markets are home to over 135 million people.

It is our belief that the proceed this offering will satisfy our cash requirements to engage in the anticipated expansion and development of services that will generate revenues for the company.

Trend Information and Metrics

We care about three key metrics: active users, retention, and viral coefficient. An active user is defined as a user who joins our App and does something we would like them to do, such as follow an event or create an event. We measure active users as a percentage of total users on UNATION.

Retention is defined as a user who comes back to the App more than once a month. A strong retention rate lowers our user acquisition cost. Viral coefficient is defined as when one user is responsible for getting another user to join. We measure this based on the number of other persons a user invites to the App (i.e., a user that invites 10 friends would have a viral coefficient of 10).

In our old UNATION web app model that was in place for beta testing from January 1, 2013 to July 31, 2013, we experienced the following metrics:

    • Active users: 15-20%

    • Retention rate: 15.5%

    • Viral coefficient: Estimated at 0.25 (we were not able to accurately measure the viral coefficient at the time)

In our new model available through iOS, Android, and the web app, we have experienced the following metrics from January 1, 2016 to June 20, 2016:

    • Active users: 60-65%

    • Retention rate (iOS): 35%

    • Retention rate (Android): 37%

    • Retention rate (web app): 44.5%

    • Viral coefficient: 3.25

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We also measure user engagement based on the amount of time spent in the App. In our iPhone beta release, we saw users increase the average time spent on the App from 4:38 to 11:15.

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MANAGING MEMBERS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets out the company’s officers and managing members.

Name	Position	Age	Term of Office (if indefinite, give date appointed)	Approximate hours per week (if part-time)/full- time
Executive Officers:
John Bartoletta	Chairman	52	June 2010	20 (Mr. Bartoletta also serves as CEO of Highstreet Financial, LLC and is a Managing Member of Marquesas Capital Partners, LLC)
George Beardsley	Chief Strategy Officer	49	June 2010	Full time
Dennis Thomas	Chief Financial Officer	57	June 2010	8 (Mr. Thomas is employed by and is the owner of Dendar Enterprises, LLC, which is the Managing Member of CPA Partners, LLC. Mr. Thomas is also a Managing Member of Marquesas Capital Partners, LLC)
Jody Clermont	Chief Operating Officer	54	December 2011	25 (Mr. Clermont also serves as COO of Highstreet Financial, LLC)
Managing Members:
John Bartoletta	Managing Member	52	June 2010	20
Dennis Thomas	Managing Member	57	June 2010	8
Significant Employees:
N/A

John Bartoletta – Founder / Chairman

Mr. Bartoletta is an impassioned entrepreneur and the founder of UNATION. His passion for mathematics and complex algorithms for financial investing, combined with recent experiences in multi-media and film, led him to a belief that there was an opportunity in communications, digital-media and branding. UNATION is the result of his dedication for the past five years.

Prior to founding UNATION, Mr. Bartoletta founded The High Street Group, LLC in Tampa, FL and was its CEO for sixteen years. High Street is an independent investment firm focused on the capital markets. Mr. Bartoletta developed and implemented High Street’s proprietary quantitative-style investment methodology known as Dynamic Style Rotation and Dynamic Trend Algorithms.

Mr. Bartoletta is a member of the American Business Conference (ABC), a finalist for the 2002 Small Business of the Year by the U.S. Congress and Small Business Administration, and a guest lecturer at the graduate-level at the University of Florida. He attended the University of Michigan, where he concentrated his studies in Economics and Finance.

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George Beardsley, III – Chief Strategy Officer, Co-Founder

Mr. Beardsley is responsible for creating, executing and sustaining product direction, as well as strategic marketing and operational initiatives. Mr. Beardsley provides over twenty years of online business and creative development experience. Prior to founding UNATION, Mr. Beardsley built and ran several successful businesses in sectors including business to consumer (B2C) Internet commerce, as well as traditional and online publishing.

Mr. Beardsley, also a former golf professional, has served on the Boards for a number of charities, including the Chair Scholars Foundation for over ten years. He has also served as guest lecturer at the graduate-level at the University of South Florida and University of Tampa.

Dennis K. Thomas, CPA – Chief Financial Officer

Mr. Thomas oversees all financial aspects of the company including: preparing the financing strategy, financial and capital planning, annual budgeting and accounting policies.

Prior to joining UNATION, Mr. Thomas was CFO of The High Street Group, LLC and a partner of CPA Partners, LLC., an accounting firm specializing in tax planning for closely held companies and their owners. He also provides management advisory services in areas including company sales, mergers and acquisitions, venture capital funding and international structures. Prior to establishing his own practice in 1994, Dennis was a partner with a large central Florida accounting firm and the CEO of a private company.

Mr. Thomas received his bachelor’s degree in Accounting and Finance from the University of South Florida and is licensed as a Certified Public Accountant.

Jody D. Clermont – Chief Operating Officer

Mr. Clermont is responsible for meeting our strategic operational goals and managing investor relations.

Prior to joining UNATION, Mr. Clermont spent twenty years with Syniverse Technologies, formerly GTE, and held multiple senior management positions within the Finance, Technology, Operations and CEO Staff areas. Most recently he served as, Vice President of Global Operational Excellence, Vice President of Business Integrity/Quality Assurance and Director of Six Sigma. Mr. Clermont is known for developing and leading high performance, data driven teams. Major projects include, managing the Los Angeles CA, Cellular Call box Installations, implementing Syniverse’s first Wireless Fraud Resource Center and leading the successful rollout of the US Wireless Number Portability System.

Mr. Clermont’s naval studies included two years of Electronics and one year of Business Management. He holds several certifications, including a PMP Certification in Project Management and a Six Sigma Black Belt Certification. Mr. Clermont is an active member of the Tampa Bay Technology Forum and a decorated Navy Veteran.

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Legal Proceedings of Managing Members and Executive Officers

None of the Managing Members or executive officers have filed a petition under federal bankruptcy laws or any state insolvency law personally, or have had such a petition filed against them in the preceding five years. Additionally, none have been similarly involved in any bankruptcy or insolvency proceedings for any partnership, corporation, or business association in which the Managing Member or executive officer was a general partner, managing member, or executive officer in the preceding five years. Nor have any been convicted in a criminal proceeding in the previous five years.

COMPENSATION OF MANAGING MEMBERS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2015 only two of our Managing Members and executive officers received compensation from the Company. The compensation is as follows:

Name	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)	Total compensation ($)
George Beardsley	Chief Strategy Officer	$48,000	N/A	$48,000
Jody Clermont	Chief Operating Officer	$41,000	N/A	$41,000

For the fiscal year ended December 2015, we paid did not pay our Managing Members for their services as Managing Members.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The below table identifies the ownership and acquirable ownership of certain executive officers of the company holding more than 10 percent of any class of the company’s units as of April 30, 2016.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable‡	Percent of class
Series A Units	John Bartoletta, 17007 Abastros De Avila, Tampa, FL 33613*	1,500,000 Units	--	75.00%
Series A Units	Dennis Thomas, 910 Jungle Avenue N, St. Petersburg, FL 33710†	400,000 Units	--	20.00%
Series B Units	John Bartoletta, 17007 Abastros De Avila, Tampa, FL 33613*	--	434,724 Units	10.87%
Series B Units	Dennis Thomas, 910 Jungle Avenue N, St. Petersburg, FL 33710†	--	115,926 Units	2.90%
Series C Units	John Bartoletta, 17007 Abastros De Avila, Tampa, FL 33613*	--	2,250,000 Units	75.00%
Series C Units	Dennis Thomas, 910 Jungle Avenue N, St.	--	600,000 Units	20.00%
	Petersburg, FL 33710†

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* Units are held by Marquesas Capital Partners, LLC for the benefit of John Bartoletta.
†Units are held by Marquesas Capital Partners, LLC and Centurion Enterprises, LLC for the benefit of Dennis Thomas.
‡ The amount and nature of beneficial ownership acquirable is based on the authorized but unissued Series B Units and Series C Units, as of April 30, 2016, that are deemed to be owned by the holders of Series A Units.

The final column (Percent of Class) includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The company has received a loan from Marquesas Capital, LLC to fund its operations. Marquesas Capital is controlled by UNATION’s Managers. The loan was first issued to the company in the principal amount of $2.5 million in July 2013 at an annual interest rate of 12 percent. Since then, the loan has been modified from time to time. As of December 31, 2015, the current balance on the loan, including principal and accrued interest, is $4,492,911.

The day-to-day bookkeeping and financial records and tax reporting of the company is maintained by CPA Partners, LLC, an accounting firm owned by Dennis Thomas, who also serves as UNATION’s CFO. For the years ending December 31, 2015 and 2014, we paid $13,450 and $13,175 to CPA Partners, LLC, respectively.

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SECURITIES BEING OFFERED

General

We are offering Series C Non-Voting Membership Units to investors in this offering.

The following description summarizes important terms of the classes of units of UNATION. This summary does not purport to be complete and is qualified in its entirety by the provisions of the Amended and Restated Operating Agreement, which has been filed as an Exhibit to the Offering Statement of which this Offering Circular is part. For a complete description of UNATION’s classes of membership interests, you should refer to its Amended and Restated Operating Agreement and application provisions of the Delaware Limited Liability Company Act.

At the commencement of this offering, the authorized number and classes of units consists of 2,000,000 Series A Units, 4,000,000 Series B Units, and 3,000,000 Series C Units.

As of June 30, 2016, the outstanding units of UNATION included: 2,000,000 Series A Units, 3,420,368 Series B Units, and 0 Series C Units.

Series A Units

Allocation of Profits and Losses

Profits and losses of the company will be first allocated to each holder of Series A Units in proportion to the holder’s ownership interest, which is determined by dividing the number of Series A Units by the aggregate number of all authorized units of UNATION. Series A Units holders are also entitled to their pro rata share of authorized, but unissued Series B and Series C Units when determining their ownership interest. The 10 for 1 conversion terms identified below do not apply to the determination of ownership interest.

Distributions

When cash of the company is available for distribution to each holder of the company’s units, the Managers of the company, in their sole and absolute discretion, may distribute that cash to the unit holders. Distributions will first be made to each holder of Series A Units in proportion to the holder’s ownership interest, which is determined by dividing the number of Series A Units by the aggregate number of all authorized units of UNATION. Series A Units holders are also entitled to their pro rata share of authorized, but unissued Series B and Series C Units when determining their ownership interest. The 10 for 1 conversion terms identified below do not apply to the determination of ownership interest.

Voting Rights

Each holder of Series A Units is entitled to 10 votes per Unit on any matter submitted to the vote of the Members of the company.

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Conversion Right

Each holder of Series A Units may convert the holder’s Series A Units to Series C Units of the company at a ratio of 1 Series A Unit to 10 Series C Units. It is anticipated that current holders of Series A Units will convert their Units to Series C Units at various times during the period in which this Offering Statement is qualified and make such Units available for purchase by investors.

Series B Units

Allocation of Profits and Losses

After profits and losses of the company are allocated to the holders of Series A Units, profits and losses will then be allocated to each holder of Series B and Series C Units in proportion to the holder’s ownership interest, which is determined by dividing the number of Series B Units by the aggregate number of all authorized units of UNATION.

Distributions

When cash of the company is available for distribution to each holder of the company’s units, the Managers of the company, in their sole and absolute discretion, may distribute that cash to the unit holders. After distributions have been made to the holders of Series A Units, distributions will then be made to each holder of Series B and Series C Units in proportion to the holder’s ownership interest, which is determined by dividing the number of Series B Units by the aggregate number of all authorized units of UNATION.

Voting Rights

The Series B Units of the company do not include any right to vote on any matters presented to the Members of the company.

Series C Units

Allocation of Profits and Losses

After profits and losses of the company are allocated to the holders of Series A Units and Series B Units, profits and losses will then be allocated to each holder of Series C and Series B Units in proportion to the holder’s ownership interest, which is determined by dividing the number of Series C Units by the aggregate number of all authorized units of UNATION.

Distributions

When cash of the company is available for distribution to each holder of the company’s units, the Managers of the company, in their sole and absolute discretion, may distribute that cash to the unit holders. After distributions have been made to the holders of Series A Units and Series B Units, distributions will then be made to each holder of Series C and Series B Units in proportion to the holder’s ownership interest, which is determined by dividing the number of Series C Units by the aggregate number of all authorized units of UNATION.

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Voting Rights

The Series C Units of the company do not include any right to vote on any matters presented to the Members of the company.

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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

We are offering up to 2,500,000 Series C Units of the Company, as described in this Offering Circular on a best efforts basis. We have engaged Quint Capital Corporation as an introducing broker-dealer in connection with this Offering.

Commissions and fees

Quint Capital Corporation will not be providing underwriting or investment banking services to UNATION. It will not act as a placement agent either and will not earn commissions on sales of securities in this Offering. Quint Capital Corporation will receive a processing fee based on the amount of securities sold in this Offering. Additionally, no commissions will be paid to managing members or officers of UNATION, LLC.

		Per Unit
Public offering price	$	12.00
Broker fees*	$	0.12
Proceeds, before expenses, to us	$	11.40

* Quint Capital Corporation will receive a processing fee of 1% on the sale of securities in this Offering.

Selling Securityholders

Below is a table of the current beneficial holders of the Series A Units of UNATION who will convert their current Units into Series C Units, at a ratio of 1 to 10, and sell to investors in this Offering. Sales by existing securityholders will not begin until after the Company has achieved $15 million in gross sales of its Series C Units in this Offering. To provide additional detail on the selling securityholders, the table includes information on the conversion of Series A to Series C units at gross sales of $20 million and $30 million in this Offering. Only those units converted from Series A to Series C will be available for sale by the selling securityholders.

	Current	Total Series A	Series C Units	Series A Units	Total Series A	Series C Units	Series A Units
	Number of	Units	Held	Held	Units	Held	Held
	Series A Units	To be	After	After	To be	After	After
	Held	Converted	Conversion	Conversion	Converted	Conversion	Conversion
Current Security Holder		($20MM)	($20MM)	($20 MM)	($30MM)	($30 MM)	($30 MM)
John Bartoletta	1,500,000	9,375	93,750	1,490,625	51,562.5	515,625	1,448,438
Dennis Thomas	400,000	2,500	25,000	397,500	13,750	137,500	386,250
George Beardsley	100000	625	6,250	99,375	3,437.5	34,375	96,563
Total	2,000,000	12,500	125,000	1,987,500	68,750	687,500	1,931,250

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INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2016

Interim financial statements consisting of the consolidated balance sheets of UNATION, LLC for the six months ended June 30, 2015 and the consolidated statements of operations, changes in members’ equity, and cash flows of UNATION, LLC for such period have been included in this Offering Circular.

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UNATION, LLC

BALANCE SHEET

JUNE 30, 2016

ASSETS
Current Assets
Cash and Cash Equivalents	$	302,956
Total Current Assets		302,956
Property and Equipment, Net		4,738,416
Other Assets
Intangible Assets, Net		11,791
Total Other Assets		11,791
Total Assets	$	5,053,163
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Accounts Payable	$	379,047
Accrued Litigation Reserve		100,000
Total Current Liabilities		479,047
Long-Term Liabilities
Long-Term Note Payable		3,409,729
Accrued Interest		1,367,741
Total Long-Term Liabilities		4,777,470
Total Liabilities		5,256,517
Members' Equity		(203,354	)
Total Liabilities and Members' Equity	$	5,053,163

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UNATION, LLC

STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2016

Revenues	$	590
Cost of Operations
Contract Labor		232,995
Hosting Services		22,324
Software Subscriptions		8,299
Total Cost of Operations		263,618
Gross Loss		(263,028	)
General and Administrative Expenses
Depreciation Expense		231,145
Management Fees		69,000
Advertising and Marketing Expense		51,123
Legal and Professional Fees		42,084
Rent Expense		28,782
Other Expenses		12,322
Office Expenses		2,322
Amortization Expense		597
Total General and Administrative Expenses		437,375
Net Loss	$	(700,403	)

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UNATION, LLC

STATEMENT OF CHANGES IN MEMBERS' EQUITY

SIX MONTHS ENDED JUNE 30, 2016

		Total
Balance, December 31, 2015		(600,838	)
Contributions		1,097,887
Net Loss		(700,403	)
Balance, June 30, 2016	$	(203,354	)

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UNATION, LLC

STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2016

Cash Flows from Operating Activities:
Net Loss	$	(700,403	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		231,145
Amortization		597
Increase (Decrease) in:
Accounts Payable		125,436
Accrued Interest Capitalized		284,559
Net Cash Used in Operating Activities		(58,666	)
Cash Flows from Investing Activities
Purchases of Property and Equipment		(760,224	)
Net Used in Investing Activities		(760,224	)
Cash Flows from Financing Activities
Contributions		1,097,887
Net Cash Provided by Financing Activities		1,097,887
Net Increase in Cash		278,997
Cash at Beginning of Year		23,959
Cash at End of Year	$	302,956

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UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE A – NATURE OF COMPANY

UNATION, LLC (a developmental stage Company) is organized as a Delaware Limited Liability Company. The intention of the Company is to operate as a social engagement Internet platform that will allow a business/brand or person to create meaningful and relevant events, built around their unique brand. Using the event structure, a business can more effectively identify and engage their best customers, while at the same time extend brand recognition by enabling the proper context of sharing and recommending to their customers’ relevant friends.

From an individual user perspective, the Company’s “network” makes it extremely easy to find something to do, while at the same time build relationships with people who share the same interest. Also, an individual user can create private “lifecycle” events, such as birthday parties, graduations, etc. The power user can further leverage the Company’s technology to add tickets and registration to their event, while accessing robust administrative reporting features, such as “attendee reports,” “ticket reports,” “payment reports,” “check in reports,” and much more. Users access the network through the proprietary owned iPhone App, Android App, Web App, and Check in App.

The Company currently maintains its corporate office in Tampa, Florida.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.	Basis of Presentation
	The financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (US GAAP). In the opinion of management, all adjustments necessary to make the interim financial statements not misleading have been included.
2.	Use of Estimates
	Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions 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 revenues and expenses. Actual results could vary from the estimates that were used.

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UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

3.

Fair Value Measurement

The financial statements are prepared in accordance with US GAAP standards for all financial assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair value in the financial statements or on a recurring basis (at least annually). The standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on a measurement date. The standard also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1:	Quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs that are not corroborated by market data.

4.	Fair Value of Financial Instruments
	At June 30, 2016, the following methods, assumptions, and accounting principles are used to estimate the fair value of each of the following classes of financial instruments for which it was practical to estimate that value:
	Cash- The carrying amount reported in the balance sheets approximates fair value because of the short maturity of those instruments.

	Accounts Payable – The carrying amount reported in the balance sheets approximated fair value because of the short maturity of those instruments.
	Long -Term Note Payable and Accrued Interest – The carrying value reported in the balance sheets approximates fair value due to market interest rates associated with the payable.
5.	Cash Accounts
	For purposes of the statement of cash flows, cash includes cash held in bank accounts with maturities of three months or less. The financial instruments that potentially subject the Company to credit risk are the cash balances, that at times during the years ended June 30, 2016, may have exceeded the federally insured limit. However, the Company has not experienced and does not expect to incur any losses in such accounts.

42

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

6.

Property and Equipment

Property and equipment are recorded at cost when acquired and are held for use. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. Improvements are capitalized and maintenance and repairs are charged to operations when incurred. Software developed is being capitalized during the developmental stages. Interest accrued on loans acquired to develop the software is also being capitalized under US GAAP requirements. See NOTE E. The lives used in computing depreciation are as follows:

	Years
Computer Equipment	5
Software Acquired	3
Software Developed	15

	Expenditures for maintenance, repairs, minor renewals, and betterments which do not improve or extend the useful life of the respective asset are expensed. All other expenditures for renewals and betterments are capitalized. The assets and related depreciation accounts are adjusted for property retirements and disposals with the resulting gain or loss included in income. Fully depreciated assets remain in the accounts until retired from service.
7.	Intangible Assets
	In accordance with accounting standards, if an intangible asset is determined to have an indefinite useful life, it shall not be amortized until its useful life is determined to be no longer indefinite. Intangible assets are being amortized over the life of the related asset, on a straight-line basis.
8.	Revenue Recognition
	Revenue of the Company consists of advertising and ticketing percentages. The Company recognizes revenue when earned. The Company is still in the developmental stages and therefore have minimal revenues for the years ended June 30, 2016.

43

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

9.	Advertising
	The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expense was $51,123for the six months ended June 30, 2016.
10.	Income Tax Status
	The Company has elected to be taxed as a partnership under the regulations of the Internal Revenue Code. As such, the members are taxed individually on the Company's taxable income or loss. Therefore, no provision for income taxes is presented in these financial statements.
11.	Uncertain Tax Positions
	The Company accounts for the effect of any uncertain tax positions based on a “more likely than not” threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a “cumulative probability assessment” that aggregates the estimated tax liability for all uncertain tax positions. The Company has identified its tax status as a pass-through entity as its only significant tax position; however, The Company has determined that such tax position does not result in an uncertainty requiring recognition.
	The Company is not currently under examination by any taxing jurisdiction. The Company’s federal returns are generally open for examination for three years following the date filed.

44

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

12.	Recent Accounting Pronouncements
	In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and(4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15,2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective immediately.
	In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and non public entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has not elected to early adopt this pronouncement.
	Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

45

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE C – PROPERTY AND EQUIPMENT

A summary of the major classifications of property and equipment at June 30, 2016 consist of the following:

Computer Equipment	$	66,485
Software Acquired		105,566
Software Developed		6,535,134
		6,707,185
Less Accumulated Depreciation		(1,968,769	)
	$	4,738,416

NOTE D – INTANGIBLE ASSETS

A summary of the major classifications of intangible assets at June 30, 2016 consist of the following:

Trademarks & Web Domains	$	17,913
Less Accumulated Amortization		(5,525	)
	$	11,791

Aggregate amortization expense is estimated as follows:

Year Ending
December 31,		Amount
2016	$	1,194
2017		1,194
2018		1,194
2019		1,194
2020		1,194
Thereafter		6,418
	$	11,791

46

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE E –LONG-TERM NOTE PAYABLE

At June 30, 2016, a note payable consisted of the following outstanding loan agreement from January 31, 2013, with its primary member, Marquesas Capital Partners, LLC also controlled by the Company’s Managers in the amount $2,500,000 accruing interest at a rate of 12%, with an original maturity date of January 31, 2015. The Loan was modified by a Modification Agreement and extended the maturity date to June 30, 2017. No principal payments are required until maturity. The loan is secured by a blanket lien on all of the Company’s assets. The Loan, from its inception, has been at various times extended, had its terms modified and/or has been increased or decreased responsive to the needs for additional operating capital by the Company or the ability of the Company to retire, in part, some of the extensions of credit lent thereto. The Company plans to retire the note with proceeds from the Reg A+ capital raise. The balance outstanding on June 30, 2016 is:

Long- Term Note Payable	$	3,409,729
Accrued Interest		1,367,741
	$	4,777,470

NOTE F – MEMBERS’ EQUITY

The Company’s equity interest is composed of three series of membership units. Series A (voting), Series B (restricted non-voting) and Series C (non-voting).

On March 31, 2016, the Company granted to financial investors (as represented by Series B units attendant to an Investor PPM) a 3:1 split. It includes all Series B Financial Investors until the Regulation A+ Offering is active and as of the date these financials were issued equaled approximately 1,488,000 units and are reflected in the total outstanding below.

In furtherance of the planned Regulation A+ Offering with a maximum capital raise of $30,000,000, on April 25, 2016 the Company amended its operating agreement to add 3,000,000 Series C membership units.

The authorized and outstanding amounts of respective membership units are as follows:

	Authorized	Outstanding
Series A Voting*	2,000,000	2,000,000
Series B** Restricted Non-Voting	4,000,000	3,420,368
Series C*** Non-Voting	3,000,000	-0-

47

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE F – MEMBERS’ EQUITY - CONTINUED

*The Series A membership units have voting rights and also have a 10:1 conversion provision into Series C units as outlined in the Company’s Amended and Restated Operating Agreement. Additionally, all unissued Series B and C units are also deemed to be owned by the Series A members.

**The Series B membership units are non-voting and have a transfer restriction pursuant to Article VIII of the Company’s Amended and Restated Operating Agreement. Additionally, all unissued Series B units are also deemed to be owned by the Series A member.

***The Series C membership units are non-voting but do not have a transfer restriction. They do have a 10:1 conversion provision by the Series A members as outlined in the Company’s Amended and Restated Operating Agreement. Additionally, all unissued Series C units are also deemed to be owned by the Series A members.

The Company has identified an effective bifurcated unit class within the “Series B” units. The bifurcation is as follows:

1)	Series B units attendant to a Unation PPM that investors acquired through an exchange of cash for units issued at various prices up to $12.00/unit. The total amount of units issued and outstanding pursuant to these purchases are approximately 745,680. The Series B units attendant to an Investor PPM.
2)	Series B units so identified as pursuant to a “Service Provider or Settlement Agreement” and identified as “Series B Restricted Profits-Only Interest”. The total amount of units issued and outstanding pursuant to these units are approximately 787,000.

NOTE G – RELATED PARTIES

A related party, through direct ownership, manages the Company’s day to day operations and is paid a fee for these services. Another related party, through ownership, provides accounting services and is paid a fee for these services.

The Company’s majority member, Marquesas Capital Partners, LLC is also controlled by the Company’s Managers.

See NOTE E regarding Note Payable to related party.

48

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE H – COMMITMENTS AND CONTINGENCIES

Lease Agreement: The Company leases office space in Tampa, Florida from an unrelated party. The Agreement started on July 25, 2014 and continues for a period of twenty-four months. The Company paid rent in the amount of $28,782 as of June 30, 2016. The lease expires July 31, 2017. The Company also sub-leases office space from one of its service provers in Francisco, California on a month-to-month basis starting June 2, 2016.The next year of the lease are as follows:

Year Ending
December 31,		Amount
2016	$	22,890

Litigation: From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, the Company is not currently aware of any such legal proceedings or claims that the Company believes will have a material adverse effect on the business, financial condition or operating results.

Included in the Company’s financial statements is an accrued reserve management has estimated:

Accrued Litigation Reserve 100,000

NOTE I– RISKS AND UNCERTAINTIES

In the normal course of business, the Company encounters economic risk, mainly comprised of credit and market risk. Credit risk is the risk of default on the Company’s accounts receivable balances from the customers’ inability or unwillingness to make contractually required payments. Market risk reflects the risk that conditions in which the Company sells its products could change such that a significant effect on the Company’s operations could occur.

49

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

NOTE J – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States, which contemplate the realization of assets and liquidation of liabilities in the  normal course of business. Because the Company has limited history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the years ended June 30, have been prepared assuming that the  Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations. The Company’s ability to continue as a going concern is dependent up on raising additional funds through equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

NOTE K– SUBSEQUENT EVENTS

Management has evaluated subsequent events through August 4, 2016, the date on which the financial statements were available to be issued. The Company is not  aware of any subsequent events which would require recognition or disclosure in the financial statements.

50

FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDING DECEMBER 31, 2015 and DECEMBER 31, 2014

The balance sheets of UNATION, LLC for the fiscal years ended December 31, 2015 and December 31, 2014, and the statements of operations, changes in members’ equity, and cash flows of UNATION, LLC for each such period have been included in this Offering Circular with the Independent Auditor's Report of Kristina Helferty, CPA, independent certified public accountant, and upon the authority of said CPA as expert in accounting and auditing.

51

UNATION, LLC

AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

KRISTINA HELFERTY, CPA
13575 58^TH STREET N
CLEARWATER, FL 33760
(727) 310-2000

52

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITORS' REPORT	54 - 55
Financial Statements for the Years Ended December 31, 2015 and 2014:
Balance Sheet	56
Statement of Operations	57
Statement of Changes in Members’ Equity	58
Statement of Cash Flows	59
Notes to Financial Statements	60 - 69

53

INDEPENDENT AUDITORS’ REPORT

Board of Managers
UNATION, LLC
Tampa, FL

We have audited the accompanying financial statements of UNATION, LLC (a developmental stage Company), which comprise the Balance Sheets as of December 31, 2015 and 2014, and the related Statements of Operations, Changes in

Members’ Equity, and Cash Flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 7are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the UNATION, LLC as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

13575 58^th Street N, Clearwater, FL 33760 * (727) 310-2000 * Fax (727) 310-2001

54

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations. The Company’s ability to continue as a going concern is dependent upon raising additional funds through equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

The financial statements contain no adjustments for the outcome of this uncertainty.

Kristina Helferty, CPA
Kristina Helferty, CPA

May 10, 2016

13575 58^th Street N, Clearwater, FL 33760 * (727) 310-2000 * Fax (727) 310-2001

55

UNATION, LLC

BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

		2015			2014
Current Assets
Cash and Cash Equivalents	$	23,959		$	18,326
Total Current Assets		23,959			18,326
Property and Equipment, Net		4,209,337			3,749,330
Other Assets
Intangible Assets, Net		12,388			13,582
Total Other Assets		12,388			13,582
Total Assets	$	4,245,684		$	3,781,238
LIABILITIES AND MEMBERS' EQUITY
		2015			2014
Current Liabilities
Accounts Payable	$	253,611		$	329,920
Payroll Taxes Payable		-			430
Accrued Litigation Reserve		100,000			400,000
Total Current Liabilities		353,611			730,350
Long-Term Liabilities
Long-Term Note Payable		3,409,729			3,586,500
Accrued Interest		1,083,182			672,994
Total Long-Term Liabilities		4,492,911			4,259,494
Total Liabilities		4,846,522			4,989,844
Members' Equity		(600,838	)		(1,208,606	)
Total Liabilities and Members' Equity	$	4,245,684		$	3,781,238

See accompanying notes to financial statements

56

UNATION, LLC

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2015 AND 2014

		2015			2014
Revenues	$	1,544		$	11,994
Cost of Operations
Contract Labor		492,652			501,251
Software Subscriptions		18,354			20,232
Hosting Services		67,433			112,407
Total Cost of Operations		578,439			633,890
Gross Profit (Loss)		(576,895	)		(621,896	)
General and Administrative Expenses
Advertising and Marketing Expense		521,279			-
Depreciation Expense		370,391			363,998
Management Fees		89,000			48,000
Rent Expense		54,137			76,188
Legal and Professional Fees		28,771			14,850
Other Expenses		16,921			73,777
Office Expenses		9,087			9,276
Amortization Expense		1,194			1,194
Total General and Administrative Expenses		1,090,780			587,283
Net Income (Loss)	$	(1,667,675	)	$	(1,209,179	)

See accompanying notes to financial statements

57

UNATION, LLC

STATEMENTS OF CHANGES IN MEMBERS' EQUITY

YEARS ENDED DECEMBER 31, 2015 AND 2014

		Total
Balance, December 31, 2013	$	(344,569	)
Contributions		528,988
Prior Period Adjustment		(183,846	)
Net Loss		(1,209,179	)
Balance, December 31, 2014		(1,208,606	)
Contributions		2,275,443
Net Loss		(1,667,675	)
Balance, December 31, 2015	$	(600,838	)

See accompanying notes to financial statements

58

UNATION, LLC

STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2015 AND 2014

		2015			2014
Cash Flows from Operating Activities:
Net Loss	$	(1,667,675	)	$	(1,209,179	)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Depreciation		370,391			363,998
Amortization		1,194			1,194
Increase(Decrease)in:
Accounts Payable		(76,309	)		46,195
Accrued Interest Capitalized		410,188			672,994
Payroll Taxes Payable		(430	)		338
Accrued Litigation Reserve		(300,000	)		-
Net Cash Used in Operating Activities		(1,262,641	)		(124,460	)
Cash Flows from Investing Activities
Purchases of Property and Equipment		(830,398	)		(1,026,994	)
Net Used in Investing Activities		(830,398	)		(1,026,994	)
Cash Flows from Financing Activities
Net Change in Notes Payable - Short Term		(176,571	)		591,500
Contributions		2,275,443			528,988
Net Cash Provided by Financing Activities		2,098,872			1,120,488
Net Increase (Decrease) in Cash		5,833			(30,966	)
Cash at Beginning of Year		18,126			49,092
Cash at End of Year	$	23,959		$	18,126

See accompanying notes to financial statements

59

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE A – NATURE OF COMPANY

UNATION, LLC (a developmental stage Company) is organized as a Delaware Limited Liability Company. The intention of the Company is to operate as a social engagement Internet platform that will allow a business/brand or person to create meaningful and relevant events, built around their unique brand. Using the event structure, a business can more effectively identify and engage their best customers, while at the same time extend brand recognition by enabling the proper context of sharing and recommending to their customers’ relevant friends.

From an individual user perspective, the Company’s “network” makes it extremely easy to find something to do, while at the same time build relationships with people who share the same interest. Also, an individual user can create private “lifecycle” events, such as birthday parties, graduations, etc. The power user can further leverage the Company’s technology to add tickets and registration to their event, while accessing robust administrative reporting features, such as “attendee reports,” “ticket reports,” “payment reports,” “check in reports,” and much more. Users access the network through the proprietary owned iPhone App, Android App, Web App, and Check in App.

The Company currently maintains its corporate office in Tampa, Florida.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Presentation

The financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (US GAAP).

2. Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions 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 revenues and expenses. Actual results could vary from the estimates that were used.

60

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

3. Fair Value Measurement

The financial statements are prepared in accordance with US GAAP standards for all financial assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair value in the financial statements or on a recurring basis (at least annually). The standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on a measurement date. The standard also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

4. Fair Value of Financial Instruments

At December 31, 2015 and 2014, the following methods, assumptions, and accounting principles are used to estimate the fair value of each of the following classes of financial instruments for which it was practical to estimate that value:

Cash- The carrying amount reported in the balance sheets approximates fair value because of the short maturity of those instruments.

Accounts Payable–The carrying amount reported in the balance sheets approximated fair value because of the short maturity of those instruments.

Long-Term Note Payable and Accrued Interest – The carrying value reported in the balance sheets approximates fair value due to market interest rates associated with the payable.

5. Cash Accounts

For purposes of the statement of cash flows, cash includes cash held in bank accounts with maturities of three months or less. The financial instruments that potentially subject the Company to credit risk are the cash balances, that at times during the years ended December 31, 2015 and 2014, may have exceeded the federally insured limit. However, the Company has not experienced and does not expect to incur any losses in such accounts.

61

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

6. Property and Equipment

Property and equipment are recorded at cost when acquired and are held for use. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. Improvements are capitalized and maintenance and repairs are charged to operations when incurred. Software developed is being capitalized during the developmental stages. Interest accrued on loans acquired to develop the software is also being capitalized under US GAAP requirements. See NOTE E. The lives used in computing depreciation are as follows:

	Years
Computer Equipment	5
Software Acquired	3
Software Developed	15

Expenditures for maintenance, repairs, minor renewals, and betterments which do not improve or extend the useful life of the respective asset are expensed. All other expenditures for renewals and betterments are capitalized. The assets and related depreciation accounts are adjusted for property retirements and disposals with the resulting gain or loss included in income. Fully depreciated assets remain in the accounts until retired from service.

7. Intangible Assets

In accordance with accounting standards, if an intangible asset is determined to have an indefinite useful life, it shall not be amortized until its useful life is determined to be no longer indefinite. Intangible assets are being amortized over the life of the related asset, on a straight-line basis.

8. Revenue Recognition

Revenue of the Company consists of advertising and ticketing percentages. The Company recognizes revenue when earned. The Company is still in the developmental stages and therefore have minimal revenues for the years ended December 31, 2015 and 2014.

62

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

9. Advertising

The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expense was $500,779 and $-0- for the years ended December 31, 2015 and 2014.

The Company loaned StarShop, Inc. a total of $500,000 during 2015 consisting of three separate Promissory Notes at 6% interest with a maturity date of August 2017. These loans were part of a marketing agreement with the Company. The Notes included a cancellation provision, if Starshop, Inc. performed specific duties of their agreement with the Company, including the Starshop application being downloaded or preloaded on Ten Million (10,000,000) cell phones, smart phones, mobile devices, or tablets. On March 2, 2016, the Company issued a default notice due to StarShop’s breach of the marketing agreement. Accordingly, the collectability of the Notes are questionable, so the Company has decided to expense the advances as a marketing expense for 2015.

10. Income Tax Status

The Company has elected to be taxed as a partnership under the regulations of the Internal Revenue Code. As such, the members are taxed individually on the Company's taxable income or loss. Therefore, no provision for income taxes is presented in these financial statements.

11. Uncertain Tax Positions

The Company accounts for the effect of any uncertain tax positions based on a “more likely than not” threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a “cumulative probability assessment” that aggregates the estimated tax liability for all uncertain tax positions. The Company has identified its tax status as a pass-through entity as its only significant tax position; however, The Company has determined that such tax position does not result in an uncertainty requiring recognition.

The Company is not currently under examination by any taxing jurisdiction. The Company’s federal returns are generally open for examination for three years following the date filed.

63

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

12. Recent Accounting Pronouncements

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and(4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15,2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective immediately.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures.

The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has not elected to early adopt this pronouncement.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

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UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE C – PROPERTY AND EQUIPMENT

A summary of the major classifications of property and equipment at December 31, 2015 and 2014 consist of the following:

		2015			2014
Computer Equipment	$	66,485		$	66,485
Software Acquired		105,566			105,566
Software Developed		5,774,911			4,944,512
Less Accumulated Depreciation		(1,737,624	)		(1,367,233	)
	$	4,209,337		$	3,749,330

NOTE D – INTANGIBLE ASSETS

A summary of the major classifications of intangible assets at December 31, 2015 and 2014 consist of the following:

		2015		2014
Trademarks & Web Domains	$	17,913$		17,913
Less Accumulated Amortization		(5,525	)	(4,331	)
	$	12,388 $		13,582

Aggregate amortization expense is estimated as follows:

Year
Ending December 31		Amount
2016	$	1,194
2017		1,194
2018		1,194
2019		1,194
2020		1,194
Thereafter		6,419
	$	12,388

65

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE E – LONG-TERM NOTE PAYABLE

At December 31, 2015 and 2014, a note payable consisted of the following outstanding loan agreement from January 31, 2013, with its primary member, Marquesas Capital Partners, LLC also controlled by the Company’s Managers in the amount $2,500,000 accruing interest at a rate of 12%, with an original maturity date of January 31, 2015. The Loan was modified by a Modification Agreement and extended the maturity date to June 30, 2017. No principal payments are required until maturity. The loan is secured by a blanket lien on all of the Company’s assets. The Loan, from its inception, has been at various times extended, had its terms modified and/or has been increased or decreased responsive to the needs for additional operating capital by the Company or the ability of the Company to retire, in part, some of the extensions of credit lent thereto. The Company plans to retire the note with proceeds from the Reg A+ capital raise. The balance outstanding on December 31, 2015 and 2014 are respectively:

		2015		2014
Long-Term Note Payable	$	3,409,729	$	3,586,500
Accrued Interest		1,083,182		672,994
	$	4,492,911	$	4,259,494

NOTE F – MEMBERS ’ EQUITY

The Company’s equity interest is composed of two series of membership units. Series A (voting) that has 2,000,000 units authorized and Series B (restricted non-voting) that has 4,000,000 units authorized. The outstanding amounts of respective membership units are as follows:

	2015	2014
Series A Voting*	2,000,000	2,000,000
Series B Restricted Non–Voting**	1,835,670	1,644,425

*The Series A membership units also have a 10:1 conversion provision as outlined in the Company’s Operating Agreement. Additionally, all unissued Series B units are also deemed to be owned by the Series A members. See NOTE K for updated information related to this series.

**The Series B membership units are non-voting and have a restriction on transfer pursuant to Article VIII of the Company’s Operating Agreement. These Units may be transferred solely in the furtherance of such Owner’s estate planning or to a legal entity controlled by the Owner for the purpose of owning such Units.

66

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE F – MEMBERS’ EQUITY - CONTINUED

The Company has identified an effective bifurcated unit class within the “Series B” units.

The bifurcation is as follows:

1)	Series B units attendant to a Unation PPM that investors acquired through an exchange of cash for units issued at various prices up to $12.00/unit. The total amount of units issued and outstanding pursuant to these purchases are approximately 675,000. The Series B units attendant to an Investor PPM.
2)	Series B units so identified as pursuant to a “Service Provider or Settlement Agreement” and identified as “Series B Restricted Profits-Only Interest”. The total amount of units issued and outstanding pursuant to these units are approximately 787,000.

NOTE G – RELATED PARTIES

A related party, through direct ownership, manages the Company’s day to day operations and is paid a fee for these services. Another related party, through ownership, provides accounting services and is paid a fee for these services.

The Company’s majority member, Marquesas Capital Partners, LLC is also controlled by the Company’s Managers.

See NOTE E regarding Note Payable to related party.

NOTE H – COMMITMENTS AND CONTINGENCIES

Lease Agreement: The Company leases office space in Tampa, Florida from an unrelated party. The Agreement started on July 25, 2014 and continues for a period of twenty-four months. The Company paid rent in the amount of $50,695 as of December 31, 2015 and $50,695 as of December 31, 2014. The lease expires July 31, 2016. The next year of the lease are as follows:

Year Ending
December 31		Amount
2016	$	22,890

67

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE H – COMMITMENTS AND CONTINGENCIES - CONTINUED

Litigation: From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, the Company is not currently aware of any such legal proceedings or claims that the Company believes will have a material adverse effect on the business, financial condition or operating results. Included in the Company’s financial statements is an accrued reserve management has estimated:

	2015	2014
Accrued Litigation Reserve	100,000	400,000

NOTE I – RISKS AND UNCERTAINTIES

In the normal course of business, the Company encounters economic risk, mainly comprised of credit and market risk. Credit risk is the risk of default on the Company’s accounts receivable balances from the customers’ inability or unwillingness to make contractually required payments. Market risk reflects the risk that conditions in which the

Company sells its products could change such that a significant effect on the Company’s operations could occur.

NOTE J – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the Company has limited history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the years ended December 31, 2015 and 2014 have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations. The Company’s ability to continue as a going concern is dependent upon raising additional funds through equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

68

UNATION, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE K – SUBSEQUENT EVENTS

Management has evaluated subsequent events through April 30, 2016, the date on which the financial statements were available to be issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements, except as set forth below:

On March 31, 2016, the Company granted to financial investors) as represented by Series B units attendant to an Investor PPM) a 3:1 split that will equal approximately 1,350,000 units.

In furtherance of the planned Regulation A+ Offering with a maximum capital raise of $30,000,000. Accordingly, On April 25, 2016 the Company amended its operating agreement to add 3,000,000 Series C membership units.

As of the date these financials were issued, below is an analysis of outstanding amounts of respective membership units:

	4/30/2016	4/30/2016
	Authorized	Outstanding
Series A*	2,000,000	2,000,000
Series B*	4,000,000	3,298,916
Series C*	3,000,000	-0-

* The Series A membership units have voting rights and also have a 10:1 conversion provision into Series C units as outlined in the Company’s Amended and Restated Operating Agreement. Additionally, all unissued Series B and C units are also deemed to be owned by the Series A members.

** The Series B membership units remain non-voting and still have a transfer restriction pursuant to Article VIII of the Company’s Amended and Restated Operating Agreement. These Units no longer have a 10:1 conversion provision by the Series A members. Additionally, all unissued Series B units are also deemed to be owned by the Series A member.

*** The Series C membership units are non-voting but do not have a transfer restriction. They do have a 10:1 conversion provision by the Series A members as outlined in the Company’s Amended and Restated Operating Agreement. Additionally, all unissued Series C units are also deemed to be owned by the Series A members.

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INDEX TO EXHIBITS

1. Quint Capital Corporation Introducing Broker to Custody and Services Agreement

2.1 Amended and Restated Operating Agreement of UNATION, LLC**

4. Form of Subscription Agreement**

6.1 Loan agreement with Marquesas Capital Partners, LLC**

11. Consent of Auditing Accountant, Kristina Helferty, CPA

12. Attorney opinion on legality of the offering*

13. Testing the waters materials*

* To be filed by amendment to this Offering Circular

** Previously filed.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on August 24, 2016.

UNATION, LLC

By /s/ John Bartoletta
John Bartoletta, Chief Executive Officer and Managing Member

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ John Bartoletta
John Bartoletta, Chief Executive Officer and Managing Member
Date: August 24, 2016

/s/ George Beardsley
George Beardsley, Chief Strategy Officer
Date: August 24, 2016

/s/ Dennis Thomas
Dennis Thomas, Chief Financial Officer and Managing Member
Date: August 24, 2016

/s/ Jody Clermont
Jody Clermont, Chief Operating Officer
Date: August 24, 2016

EX1A-1 UNDR AGMT

ISSUER CUSTODY AND SERVICES AGREEMENT

This Issuer Custody and Services Agreement (this “Agreement”) is effective this 25th day of August, 2016 (the “Effective Date”) by and among UNATION, LLC (Company Name), a Delaware limited liability company (“Issuer”), and Quint Capital Corporation (“Quint”), a Florida corporation. Issuer and Quint are hereby referred to collectively as the “Parties” or individually as a “Party”.

RECITALS

A.                   WHEREAS, Quint is a registered introducing broker-dealer that, among other things, provides introduced brokerage services that include but are not limited to custody of non-public/unlisted security interests, holding of customer funds, and other related services for market participants;

B.                   WHEREAS, Issuer has issued, or intends to issue, certain securities pursuant to SEC Laws in compliance with the Securities Act including but not limited to exemptions such as Rule 506(b), 506(c) and Regulation A as well as intrastate crowd funding rules to the extent described on Schedule A (“Private Security(ies)”);

C.                   WHEREAS, Issuer wishes to engage Quint, and Quint wishes to accept such engagement, to introduce custody through Quint’s Clearing Firm/Custodian for custody of some or all of the Private Securities held by purchasers thereof and to perform related services with respect thereto.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, and intending to be legally bound, the Parties hereby agree as follows:

1 DEFINITIONS

1.1	“Action” shall have the meaning set forth in Section 7.2 of this Agreement.
1.2	“ACH” means Automated Clearing House.
1.3	“Affiliate” means any person that is directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, one of the parties hereto. For purposes of this definition,“Control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.
1.4	“Books and Records” shall have the meaning set forth in Schedule B-1.
1.5	“Branding” means trademarks, service marks, domain names, logos, links, navigation and other indicators of origin.
1.6	“Content” means any or all text, images, video, audio, graphics, and other data, products, materials, services, text, pointers, technology, code, language, functions and software, including Branding.
1.7	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
1.8	“Fees” shall have the meaning set forth in Section 3.1 of this Agreement.
1.9	“FINRA” means the Financial Industry Regulatory Authority, Inc. or any successor thereto.
1.10	“Quint Branding” means all Branding (other than from Issuer) used by Quint and includes any Branding provided by Quint to Issuer for use on the Issuer Site.

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Issuer Custody of Private Securities Only Agreement

1.11	“Quint Content” means the Content owned by, licensed for use by, or otherwise permitted to be used by Quint in any manner, which for the avoidance of doubt shall in no event include Issuer Content.
1.12	“Quint Customer” means a person that has executed a customer account agreement with Quint and maintains a brokerage account with Quint, whether or not they have purchased the Private Securities.
1.13	“Quint Indemnified Parties” shall have the meaning set forth in Section 7.2 of this Agreement.
1.14	“Quint Name” means, and includes, the name of Quint or any of its Affiliates, or the name of any member, stockholder, partner, manager or employee of Quint or any of its Affiliates, or any trade name, trademark, logo, service mark, symbol or any abbreviation, contraction or simulation thereof owned or used by Quint or any of its Affiliates.
1.15	“Custody and introduced services” means services that are introduced by Quint but may be provided by another service provider or company such as a bank or another brokerage and/or clearing firm that actually holds securities and funds, As of the date hereof, all Quint clients are introduced to Raymond James Financial Services although Quint may from time to time, use other clearing firms and custodians of a similar nature, as it, in its discretion, may determine.
1.16	“Investor(s)” means a Quint Customer who holds the Private Securities in a brokerage account with Quint, excluding the Issuer.
1.17	“Issuer Branding” means all Branding (other than from Quint) used by Issuer and includes any Branding provided by Issuer to Quint for use on the Quint Site.
1.18	“Issuer Content” means the Content owned by, licensed for use by, or otherwise permitted to be used by
	Issuer in any manner,which for the avoidance of doubt shall in no event include Quint Content.
1.19	“Issuer Indemnified Parties” shall have the meaning set forth in Section 7.3 of this Agreement.
1.20	“Issuer Site” means those internet sites as set forth on Schedule A maintained by the Issuer or an Affiliate of the Issuer for the purpose of offering the Private Securities.
1.21	“Law” or “Legal Requirement” means any statute, law, ordinance, rule or regulation, or any order, judgment, or plan, of any court, arbitrator, department, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign, self-regulatory or other that governs the activities of either of the Parties.
1.22	“Losses” shall have the meaning set forth in Section 7.2 of this Agreement.
1.23	“Offering” means the offering, pursuant to a registration statement under the Securities Act or an exemption therefrom, of Private Securities to Investors.
1.24	“Private Placements Platform” means such technology owned, operated or made available by Quint or an Affiliate of Quint for Issuer’s use in making the Private Securities available in a direct Offering.
1.25	“Private Security(ies)” shall have the meaning set forth in the Recitals. This definition does not restrict the Parties to expand the scope of securities that may also include various public offerings.
1.26	“SEC” means the U.S. Securities and Exchange Commission.
1.27	“Securities Act” means the Securities Act of 1933, as amended.
1.28	“Services” shall have the meaning set forth in Section 2.1 of this Agreement.

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Issuer Custody of Private Securities Only Agreement

1.29 “Term” shall have the meaning set forth in Section 8.1 of this Agreement.

2 INTRODUCED CUSTODIAL AND RELATED SERVICES

2.1	Custodial and Related Services. Quint shall introduce custodian to hold, as nominee custodian, the Private Securities and perform related services with respect to the Issuer to the extent explicitly contemplated by specific provisions contained in Schedule B-1 of this Agreement and shall not be responsible for any duties or obligations not specifically allocated to Quint pursuant to this Agreement, which services shall be contingent upon Issuer meeting its obligations as outlined in this Agreement includingSchedule B-2, and as limited by Schedule C of this Agreement (the “Services”). Quint may also, in its sole discretion, take such actions as it reasonably deems necessary to perform due diligence or investigation with respect to the Issuer and/or any Offering at any time and from time to time.
2.2	Exclusivity. Because confusion and inconsistencies may arise from the use of multiple recordkeeping and custody systems to hold the Private Securities in the U.S or elsewhere., unless otherwise agreed to between the Parties, Issuer shall not, during the Term, establish, maintain or permit any other person to establish or maintain on its behalf a similar relationship with a custodian, clearing broker or transfer agent to perform the Services with respect to the Private Securities.
2.3	Modifications to Quint Systems, Platforms and Operations. Quint upgrades and enhances its platform and amends, modifies and changes its operations and procedures on a consistent basis. Quint reserves the right, therefore, in its sole discretion, to change or modify the Private Placements Platform at any time and from time to time.
2.4	No Discretionary Authority. Unless and only to the extent specifically described in any separate agreement between Quint and the Issuer: (a) Quint shall, at all times, act solely in a passive, non-discretionary capacity with respect to the Issuer and each Investor and each brokerage account with Quint maintained by Issuer or each Investor and shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any Private Security or other assets; (b) Quint shall not be responsible for questioning, investigating, analyzing, monitoring, or otherwise evaluating any of the investment decisions of any Investor or reviewing the prudence, merits, viability or suitability of any investment decision made by any Investor, including the decision to purchase or hold the Private Securities or such other investment decisions or direction that may be provided by any individual or entity with authority over the relevant Investor; and (c) Quint shall not be responsible for directing investments or determining whether any investment by an Investor or any person or entity with authority to make investment decisions on Investor’s behalf is acceptable under applicable Law.
	However, Quint reserves the right to perform due diligence and review suitability on each investor as required by regulation. Additionally Quint reserves the right to deny or oppose the account opening, or the transaction, if Quint, in its sole discretion, believes or has reason to believe that the investment is unsuitable for the investor, or if Quint believes or has reason to believe that the investor violated or may violate securities laws, and the issuer shall indemnify Quint for any such action taken by Quint.
2.5	Book Entry Securities. The Private Securities will be book entry securities on Quint’s Books and Records and held for the benefit of the Investors. Quint will maintain, as part of the Services, information as to amounts owed and paid with respect to the Private Securities to the individual Investors. Accordingly, Quint will accurately maintain its Books and Records and to provide Issuer information from its Books and Records as reasonably requested by Issuer. Issuer shall maintain on its books and records the amount owed and paid to Investors with respect to the Private Securities, which may be in aggregate if permitted by Law and include an omnibus position in the Private Securities at Quint, held and maintained for the benefit of the Investors. Issuer will notify Quint immediately if the amount owed or paid with respect to the Private Securities to Investors or the position held on Issuer’s books and records is different from the amount that Quint reports to Issuer.

3

Issuer Custody of Private Securities Only Agreement

3 FEES

3.1	Fees. Issuer shall pay to Quint the fees specified in Schedule D to this Agreement (collectively, “Fees”). Issuer authorizes Quint to debit the Fees or any other obligation of Issuer to Quint automatically from the Issuer’s account with Quint as such becomes due. Issuer will maintain sufficient cash in, and from time to time and promptly upon request of Quint, deposit sufficient funds in, such account to ensure payment of its obligations, including the Fees, to Quint.
3.2	Required Fee Changes. Quint reserves the right to increase, amend or change the Fees as a result of: (a) changes in Law; (b) increased costs or fees charged by vendors or third party service providers, including service providers that are Affiliates of Quint, that in Quint’s sole reasonable judgment reasonably requiresQuint to incur new or increased costs to provide the Services; or (c) changes in the Services that result in the performance of additional, duplicative or amended activities by Quint under this Agreement, which, in Quint’s sole judgment reasonably causes Quint to incur new or increased costs.
3.3	Discretionary Fee Changes. Quint reserves the right to increase, amend or change the Fees as a result of changes in the business environment, internal procedural changes, its determination to increase the profitability of providing the Services, or other matters foreseen or unforeseen.
3.4	Fee Change Procedure. Prior to debiting the Issuer’s account for Fees that have changed pursuant to this Section 3, Quint promptly will provide Issuer with an amended Schedule D or such other documentation necessary to describe the Fee changes, along with an explanation of any changes. Any amendments or updates to the Fees in Schedule D or otherwise shall become effective upon the expiration of the earlier of thirty (30) days after the date of such notice or, should the Fee change be due to costs or fees from a third party, whether or not the third party is an Affiliate of Quint, then the date on which such third party costs or fees become effective.

4 NAMES, BRANDS, WEBSITES AND CONTENT

4.1	Use of Quint Name, Quint Brand and Quint Content. Issuer shall not, and shall cause its representatives not to, without the prior written consent of Quint: (a) use in advertising, publicity, or otherwise any Quint Name, Brand or Content, or (b) represent, directly or indirectly, that Issuer, any Affiliate of Issuer, or any representative of Issuer or the Private Securities have been approved, endorsed, or recommended by Quint or any of its Affiliates. In addition, all use of the Quint Name, Branding or Content and all descriptive materials about the Services used by the Issuer on the Issuer Site or elsewhere, must be reviewed and approved by
	Quint, as to appearance, substance and placement, prior to use by Issuer. Quint may also require a “jump” or other interstitial page in connection with any links or references to Quint or any of its websites or otherwise if deemed necessary by Quint to ensure clear demarcation between any websites or content of Quint and any websites or content of Issuer. Issuer understands that any breach hereof may also cause a breach of Law, and Issuer will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.
4.2	Use of Issuer Name, Issuer Brand and Issuer Content. Quint shall not, and shall cause its representatives not to, without the prior written consent of Issuer use in advertising, publicity, or otherwise any Issuer Name, Brand or Content. In addition, all use of the Issuer Name, Branding or Content on the Quint Site must be reviewed and approved by Issuer, as to appearance, substance and placement, prior to use by Quint. Issuer may also require a “jump” or other interstitial page in connection with any links or references to Issuer or any of its websites or otherwise to ensure clear demarcation between any websites or content of Issuer and any websites or content of Quint. Quint understands that any breach hereof may also cause a breach of Law, and Quint will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

4

Issuer Custody of Private Securities Only Agreement

4.3

No Responsibility for Issuer Site or Issuer Content. Quint is not preparing, endorsing, adopting, reviewing or approving in any way the Issuer Site or Issuer Content or any offering material, including any offering memorandum, or any other materials of any kind prepared by Issuer or on behalf of Issuer (even if prepared by Quint on behalf of Issuer) wherever it may appear, except to the extent that the Issuer Site, Issuer Content or other material specifically references Quint, and has been approved by Quint in writing, and then only to the limited extent of such reference.

4.4

No License of Intellectual Property. No license or grant of any intellectual property of any nature whatsoever, including any Branding or Content, or any data, business method, patents or applications thereof or similar material shall be deemed granted, licensed or otherwise from either Party (or any Affiliate thereof) to the other (or any Affiliate thereof) under this Agreement.

5 CONFIDENTIAL INFORMATION

5.1	Either Party or any Affiliate thereof may disclose to the other or an Affiliate thereof (the recipient being the
	“Receiving Party”) certain technical or other business information that is not generally available to the public, the specific terms of this Agreement, and/or personal information relating to any person (specifically including in the case of Quint, information relating to a Quint Customer). All such information is referred to herein as “Confidential Information”. Notwithstanding the foregoing, the Books and Records as they pertain to the Private Securities (and with the permission of the Investors with respect to any personally identifying information), will be made available to Issuer, and shall be Confidential Information as to Quint, and may only be used by Issuer in accordance with Law or as otherwise authorized by the Quint Customer to whom the information pertains by affirmative or negative consent, as permitted.
5.2	The Receiving Party agrees to use Confidential Information solely in conjunction with its performance under this Agreement, in conducting an Offering, and or as otherwise authorized by the Quint Customer to whom the information pertains by affirmative or negative consent, as permitted, and not to disclose or otherwise use such information in any other fashion and to maintain such information with at least the standard of care it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care.
5.3	The Receiving Party will not be required to keep confidential such Confidential Information to the extent that it: (a) becomes generally available without fault on its part; (b) is already rightfully in the Receiving Party’s possession prior to its receipt from the disclosing Party; (c) is independently developed by the Receiving Party; (d) is rightfully obtained by the Receiving Party from third parties; or (e) is otherwise required to be disclosed by law or judicial process.
5.4	Information related to this Agreement shall be deemed Confidential Information, but in the event either Party wishes to disclose such information, such Party shall seek the prior written consent of the other, and such consent shall not be unreasonably withheld.
5.5	Unless required by Law, including but not limited to regulatory or judicial requests for information (whether formal or informal), or to assert its rights under this Agreement, and except for disclosure on a “need to know basis” to its own employees, and its legal, investment and financial advisers, other professional advisers or others as authorized by the Quint Customer to whom the information pertains by affirmative or negative consent, as permitted, on a confidential basis (in each case pursuant to written agreements with each such person requiring it to maintain such information as confidential to the same extent as if it were a party to this Agreement), each Party agrees not to disclose the Confidential Information without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

5

Issuer Custody of Private Securities Only Agreement

5.6 This Section 5 shall survive for a period of three (3) years beyond termination of this Agreement, except with respect to Confidential Information that is personal or identifying information regarding or relating to a Quint Customer, in which case this Section 5 shall be indefinite, unless in the case of Issuer such disclosure is authorized by the relevant Quint Customer in connection with the Private Securities and in the case of Quint, is otherwise permitted by Law.

6 REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

a.	it is duly organized and validly existing under the laws of the jurisdiction of its establishment;
b.	it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement;
c.	it has obtained all material consents and approvals and taken all actions necessary for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated and perform its obligations under this Agreement;
d.	this Agreement will, when executed, constitute lawful, valid and binding obligations on it, enforceable in accordance with its terms; and
e.	neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder will (i) violate any Legal Requirement, (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which such Party is a party or by which such Party or any of its assets or properties may be bound or affected.

6.2 Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to Quint that:

a.	the Private Securities are, and during the Term shall remain, registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are, and during the Term shall remain, registered or exempt from the registration requirements of any state where Issuer from time to time will offer such securities;
b.	it will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or provide investment advice with respect to any Quint Customer or (ii), with respect to any Quint Customer, hold or have access to any funds or securities, or extend credit for the purpose of purchasing securities through Quint, including specifically the Private Securities; and
c.	Issuer owns the Issuer Brand, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

6.3 Quint Representations, Warranties and Covenants. Quint represents, warrants and covenants to Issuer that:

a.	it is, and during the term of this Agreement will remain, duly registered and in good standing as a broker- dealer with the SEC and is a member firm in good standing with FINRA; and
b.	Quint owns the Quint Brand, Quint Site and Quint Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

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6.4 Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. QUINT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES FOR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER QUINT NOR ANY AFFILIATE OF QUINT WARRANTS THAT THE SERVICE WILL MEET ISSUER’S OR ANY INVESTOR’S REQUIREMENTSOR TH AT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION GIVEN BY QUINT OR ITS AFFILIATES SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF QUINT’S OBLIGATIONS HEREUNDER.

7 LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1	Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.
7.2	Quint Indemnification. Issuer agrees to indemnify, defend and hold Quint and its Affiliates and their respective officers, directors, agents and employees (each a “Quint Indemnified Party” or, collectively, “Quint Indemnified Parties”) harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a Quint Customer, court, regulator or self-regulatory organization asserting jurisdiction over the Quint Indemnified Party or by any other party against any Quint Indemnified Party if such Action relates to the Issuer, any Affiliate of Issuer, the Securities, the Offering, the marketing and advertising thereof, or that results from any action, inaction, omission, misstatement or statement of Issuer or any person acting in connection with Issuer or on Issuer’s behalf (other than any misstatement or statement about Quint provided by Quint) arising out of or based upon (a) the Issuer Site or the offering circular, including any amended versions thereof; (b) any material breach or alleged material breach of any of Issuer’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (c) any breach or alleged breach of confidentiality or privacy relating to Issuer’s failure or alleged failure to treat any Quint Customer’s personal or identifying information as confidential pursuant to Section 5; and (d) infringement or misappropriation by Issuer of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Issuer shall indemnify and defend the Quint Indemnified Parties against all expenses, fees (including reasonable attorney’s fees and other legal expenses), losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the Quint Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.2 as such Losses arise.
	Promptly after receipt by a Quint Indemnified Party of notice of any claim or the commencement of any Action with respect to which a Quint Indemnified Party is entitled to indemnity hereunder, Quint will notify Issuer in writing of such claim or of the commencement of such Action, and the Issuer, if requested by the Quint Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Quint Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify Issuer shall not affect the indemnification right of a Quint Indemnified Party except to the extent that the Issuer is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Quint Indemnified Party will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for the Quint Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. If the Quint Indemnified Party elects the Issuer to assume the defense of such  Action, Issuer will have the exclusive right to settle the claim or proceeding, provided that Issuer will not settle any such claim or Action without the prior written consent of the Quint Indemnified Party, which consent shall not be unreasonably withheld. If the Quint Indemnified Party assumes the defense (with payment of any related costs and expenses by Issuer), the Quint Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Quint Indemnified Party will not settle any claim or Action without the prior written consent of the Issuer, which consent shall not be unreasonably withheld.

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7.3	Issuer Indemnification. Quint agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Quint Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Quint, any Affiliate of Quint or the Services, insofar as the Action arises out of or is based upon (a) the Quint Site; (b) any misstatement or statement about Quint provided by Quint to the Issuein connection with this Agreement; (c)any material breach or alleged material breach of any of Quint’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Quint to any third party regarding the use of the Quint Site; and (e) infringement or misappropriation by Quint of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Quint shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise.
	Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Quint in writing of such claim or of the commencement of such Action, and Quint, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify Quint shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that Quint is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Quint and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Quint, in addition to local counsel. If the Issuer Indemnified Party elects Quint to assume the defense of such Action, Quint will have the exclusive right to settle the claim or proceeding, provided that Quint will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Quint), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Quint, which consent shall not be unreasonably withheld, delayed or conditioned.
7.4	No Claim Preclusion. Nothing in this Section shall be construed to preclude either Party from making any claim against the other arising out of a failure to perform obligations under this Agreement. Neither Party shall be precluded from claiming or commencing an action for contribution to any amounts the other may be required or otherwise agree to pay to an Investor or other third party, including a regulator, with jurisdiction over the Services.

8 TERM AND TERMINATION

8.1 Term. This Agreement shall be effective on the Effective Date, and continue in force for so long as the Private Securities remain on the Private Placements Platform (the “Term”), unless otherwise terminated pursuant to the provisions of this Section 8.

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8.2 Termination Without Cause. This Agreement may be terminated without cause:

a.	by either Party, upon ninety (90) days prior written notice, if there are no Investors or, if there are Investors, after a reasonable time to implement the orderly transition specified in Section 8.7;
b.	by Issuer, upon providing notice to Quint within thirty (30) days after receipt of an amended Schedule Dreceived pursuant to Section 3.4, in the event of a change in Fees pursuant to Section 3.3 that materially increases either the aggregate Fees paid to Quint by Issuer or the Fees to be paid to Quint by Issuer in the event of a termination.

8.3 Termination for Regulatory, Legal, Reputational or Other Risks.

a.

In the event that any due diligence or investigation results in findings that would pose regulatory, legal, reputational or other risks to Quint, Quint shall provide Issuer notice of such risks and a reasonable opportunity to cure them. If the risks are not addressed or cured to Quint’s reasonable satisfaction, Quint may terminate this Agreement. Quint will facilitate the orderly transition of the custody of the Private Securities to such person designated by the Issuer in accordance with Section 8.9.

b.

In Quint’s sole discretion, if the risks described in 8.3(a) are of sufficient size, significance or immediacy that a delay in termination of this Agreement would be inappropriate, Quint may terminate this Agreement immediately.

8.4 Termination for Cause or Insolvency. Either Party may terminate this Agreement immediately if the other Party:

a.	is in breach of any material obligation herein or in the Schedules attached to this Agreement, and (i) such breach is incapable of being cured, or (ii) if such breach is capable of cure, such breach is not cured within thirty (30) days after receipt of written notice of such breach from the non-breaching Party, or within such additional cure period as the non-breaching Party may authorize;
b.	voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; or
c.	admits in writing its inability to pay its debts as they become due.

8.5	Termination for Force Majeure. In the event of a force majeure that lasts longer than thirty (30) days, the Party not experiencing the force majeure event may terminate this Agreement upon written notice to the other Party.
8.6	Compliance with Laws. If at any point during the Term, either Party’s performance under this Agreement conflicts or threatens to conflict with any Legal Requirement, such Party may suspend performance under this
	Agreement and negotiate in good faith to amend this Agreement so that each Party’s performance hereunder complies with such Legal Requirement. If after thirty (30) days, the parties are unable to agree on a mutually acceptable amendment, either Party may immediately terminate this Agreement upon written notice to the other Party.
8.7	Actions Upon Termination. Upon the termination of this Agreement, Issuer shall remove all references to any Quint Name, Branding and Content from the Issuer Site or Issuer Content and terminate all links on the Issuer Site to any Quint Site. Quint shall remove all references to Issuer Name, Branding and Content and terminate all links on the Quint Site to any Issuer Site. Each Party shall promptly return all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Law.

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8.8

Termination Fee. Termination Feesare set forth in Schedule D.

8.9

Cooperation. In all events, if there are one or more Investors at the time of termination, the Parties will cooperate in planning and implementing an orderly transition of the custody of the Private Securities to such person designated by the Issuer authorized under applicable Law to assume custody of the securities, or to the Issuer itself if it is authorized to hold such securities in custody, or to such other person selected by Quint if Issuer does not so select such person within a reasonable period not to exceed ninety (90) days. In all events, Issuer shall pay the reasonable costs of such transition. As part of such a transition, the parties agree to seek the affirmative or negative consent of Investors to the sharing of Confidential Information necessary for their transition.

9 ARBITRATION

9.1 Arbitration Proceedings Disclosure. The parties hereby agree that any controversy under or in connection with this Agreement will be subject to arbitration and agree and acknowledge the following with respect to arbitration proceedings:

a.	Arbitration is final and binding on the parties;
b.	The parties are waiving their right to seek remedies in court, including the right to a jury trial;
c.	Pre-arbitration discovery generally is more limited than and different from court proceedings;
d.	The arbitrators’ award is not required to include factual findings or legal reasoning;
e.	A Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited; and
f.	The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

9.2 Arbitration Agreement. Any controversy between the parties arising out of this Agreement shall be submitted to arbitration conducted before FINRA Dispute Resolution before a panel of three arbitrators, and in accordance with FINRA rules. Arbitration must be commenced by service upon the other Party of a written demand for arbitration or a written notice of intention to arbitrate. Proceedings and hearings will take place in New York, New York. Both parties waive any right either of them may have to institute or conduct litigation or arbitration in any other forum or location, or before any other body. Arbitration is final and binding on both parties. An award rendered by the arbitrator(s) may be entered in any court of applicable jurisdiction over the parties. Each party shall bear its own expenses, including legal fees and disbursements, and the costs of that arbitrator shall be borne one half by each party. Each party shall chose one arbitrator and the chosen arbitrators shall select the third arbitrator; provided that if the chosen arbitrator are unable to select the third arbitrator such arbitrator shall be selected in accordance with the rules of FINRA. An awarded render by the arbitrator(s) shall be selected in any court of applicate jurisdiction of the parties.

10 GENERAL TERMS AND CONDITIONS

10.1	Compliance with Law. Each Party shall comply with any Legal Requirement applicable to the performance of its obligations hereunder.
10.2	Non-exclusive Quint Relationship. Quint reserves the right, without obligation or liability to the Issuer, to market and provide either directly, through other parties, or through any other type of distribution channel, services to others that are the same as or similar to the Services.

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10.3	No Agency. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, co-authorship, or partnership between the parties or to impose any partnership obligation or liability upon either Party.
10.4	Amendments and Modifications. No change, amendment or modification of any provision of this Agreement will be valid unless set forth in writing and signed by the Parties.
10.5	Assignment. Issuer shall not assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, except by operation of law, without the prior written consent of Quint, which consent may be withheld in Quint’s sole discretion. Quint shall have the right to assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, including an assignment by operation of law, to any affiliate of Quint that is properly authorized under applicable Law to provide the Services by giving notice to Issuer within thirty (30) days of any of the actions listed herein.
10.6	Governing Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, except with respect to the choice of law provisions therein or to the extent inconsistent with FINRA Rules applicable to an arbitration proceeding under Section 9 above.
10.7	No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.
10.8	Notice. Any notice required or permitted under this Agreement shall be in writing and delivered to the receiving Party’s principal place of business as set forth on the signature block to this Agreement in a manner contemplated in this Section and addressed to the attention of its General Counsel. Notice shall be deemed duly given (a) if delivered by hand, when received, (b) if transmitted by email, upon confirmation that the entire document has been successfully received, (c) if sent by recognized overnight courier service, on the business day following the date of deposit with such courier service so long as the deposit was made by that overnight courier service’s deadline or on the second business day following the date of deposit if after that overnight courier service’s deadline, or (d) if sent by certified mail, return receipt requested, on the third business day following the date of deposit in the United States mail.
10.9	Entire Agreement. This Agreement and the Schedules hereto and incorporated herein by reference constitute the entire agreement between the Parties and supersede any and all prior agreements or understandings between the parties with respect to the subject matter hereof. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision or other condition which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any purchase order, correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
10.10	Severability; Survival. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Law, and the remainder of this Agreement shall remain in full force and effect. All provisions herein that by their terms or intent are to survive the termination of this Agreement shall so survive, specifically including Sections 3, 5, 6, 7 and 9.
10.11	Headings. The headings used in this Agreement are for convenience only and are not to be construed to have legal significance.

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10.12

Third Parties. This Agreement is between the Parties hereto and is not intended to confer any benefits on third parties including, but not limited to, Investors.

10.13

Force Majeure. Neither Party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, acts of terrorism, government interference, strikes and/or walk-outs. In addition, Quint shall not be responsible for downtime or other problems with any website, including the Quint website, caused by any public or third party private network, including the Internet or any communications carrier network, or computer hardware or software problems regardless of whether they arise in the ordinary course of business or constitute extraordinary events.

[Signature Page Follows]

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This Agreement contains an arbitration agreement.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed by duly authorized officers or representatives as of the Effective Date.

Quint:	Quint Capital Corporation
	By:  _____________________________________
	Alexander N. Quint, Chief Executive Officer
	Address: 230 Park Ave, Suite 460, New York, NY 10169
Issuer:	UNATION, LLC
	By:  _____________________________________
	Dennis Thomas, Chief Financial Officer
	Address: 12802 Tampa Oaks Boulevard, Suite 405, Tampa, FL 33637

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SCHEDULE A – Private Securities and Internet Sites Used for Offering Such Securities

1. Description of the securities. 
                                            UNATION, LLC Series C (Reg A+) non-voting membership units

2. URLs for Internet Sites Used for Offering Such Securities or N/A:
                                          www.unationpartners.com

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SCHEDULE B-1 – Custodial and Related Services by Quint

Pursuant to Section 2.1 of the Agreement, Quint agrees to provide, perform or make available the following to Issuer:

1.

Custody and Transfer of Private Securities. After the Issuer has executed a Quint Customer Account Agreement,

Quint will, in the ordinary course, and consistent with Quint’s policies and procedures as in existence from time to time, approve, open and maintain an account for the benefit of Issuer to hold the Private Securities, whether in certificated or uncertificated form, for the Issuer’s benefit until such Private Securities are sold to Investors, and any other securities or cash as may be purchased and/or deposited or held by the Issuer in its account with Quint. As custodian, Quint also will:

a.	maintain books and records identifying each Investor, each Investor’s address, the terms of the Private Securities in which each Investor invests, and a log of all transactions with each Investor (collectively, “Books and Records) in accordance with Law as it does in the ordinary course with respect to any customer of Quint’s holding securities on the Quint platform.
b.	provide the Issuer with a mechanism for the Issuer to reconcile with Issuer records Investor holdings of the Private Securities from time to time (at the omnibus level and at the individual beneficial holder level, subject to Issuer maintaining the confidentiality of such information as set forth in Section 5 of this Agreement);
c.	transfer cash and the Private Securities, if permitted, between an Investor account and the account of another Quint Customer;
d.	record and process a reasonable number of transactions (as determined by Quint in its sole discretion) between the Issuer and Investors in the Private Securities such as cash and securities distributions;
e.	maintain records of identifying information regarding Investors (subject to Section 5 of this Agreement); and
f.	process a reasonable number of communications (as determined by Quint in its sole discretion) between the Issuer and Investors regarding the offering of the Private Securities, and other corporate actions.

Private Securities may have restrictions on the transfer of beneficial ownership. Quint will, in good faith, attempt to prevent transfers of the Private Securities without the Issuer’s consent, except as required by or pursuant to operation of Law. It is Issuer’s obligation to ensure compliance with transfer restrictions that may apply to Issuer’s offering of securities.

2. Use of the Quint Private Placements Platform. Quint will make tools available to Issuer for the Issuer to perform or Quint to perform on behalf of Issuer, the following activities with respect to the Private Placements Platform:

a.	display information regarding the Offering as provided and instructed by the Issuer or an agent of the Issuer, including, but not limited to the number of units of the Private Securities available, price, and terms;
b.	enable Investors to open brokerage accounts, notify Investors if their account application is rejected and how to follow-up if desired, perform those processes required by law to open and maintain customer brokerage accounts and accept private security subscriptions, and provide the ability for a Quint Customer, through a link to a third party hosting site or otherwise, to view such documents as the Issuer has created and determines to make available to potential investors relating to the Securities, including, but not limited to, an offering circular or a private placement memorandum and subscription agreement or other similar offering materials
c.	provide information provided by Quint Customers relating to their qualifications to purchase the Securities, including presenting Issuers with successfully submitted subscription requests for review;;
d.	verify that a Quint Customer has the appropriate status to purchase the Private Securities based on the status requirements specified by the Issuer on the Private Placement Platform (in connection with such verification, Quint relies solely on the information or documents with respect to net worth or income as provided by such Quint Customer to Quint, on the representation of verified status from a certified public accountant or licensed attorney or other person reasonably capable of providing such attestation, or such other third party services that Quint reasonably believes can provide such verification. Quint cannot and will not represent or warrant that such information or documents are accurate or complete and disclaims liability for any determination by Quint of such status in reliance on such information, documents or representations to the extent that Quint has a reasonable belief that it has relied in good faith on such information or attestation or service); Quint will provide a mechanism for the issuer to review, accept or reject subscribers to its offering, including enabling investors and issuers to confirm that sufficient cash has been deposited into customer accounts to satisfy subscription requests prior to the cash required by date, and notifying users of the cash required by date for an offering prior to subscription;

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e.	provide Investors with a mechanism to view the status of their subscription and the date that the issuer has set for cash required for closing
f.	if requested by the Issuer, seek, on behalf of the Issuer and at the Issuer’s expense (extra fees apply), to make available the Private Securities for purchase in Individual Retirement Accounts (in connection with such request, Quint does not make any assurances that the Private Securities will be approved for holding, or satisfy the requirement to be held in Individual Retirement Accounts, as such accounts are held by a third party custodian who reviews the request and makes a determination in its sole discretion); and Quint shall not provide any valuation of the value of the Private Securities:
g.	record identifying information regarding Investors and their holdings; and
h.	transfer cash and the Private Securities between the Issuer’s account and an Investor’s account.

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SCHEDULE B-2 – Obligations of Issuer in Connection with Custodial and Related Services

Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities, which, if permitted by Law, may be done by evidencing the number of units of the Private Securities held in the omnibus position by Quint as nominee custodian for Quint Customers, and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the Quint platform. Pursuant to its obligations, Issuer shall:

1.	based upon the Books and Records provided by Quint or an Affiliate of Quint from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities and, if permitted by Law, as held by Quint as nominee custodian for Quint Customers noting that such units are held by “Quint Capital Corporation for the exclusive benefit of its customers”, or if certificated, deliver to Cadena an original, duly issued and outstanding unit certificate in the name of “Quint Capital Corporation for the exclusive benefit of its customers” in an amount equal to the number of units of Private Securities held by Shareholders;
2.	maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by Quint for Quint’s own benefit, or if certificated, deliver to Quint an original, duly issued and outstanding unit certificate in the name of “Quint Capital Corporation.” in an amount equal to the number of units of Private Securities held by Quint;
3.	provide to Quint a statement and attestation, in the form and at the time that Quint may reasonably require from time to time each calendar quarter, indicating the number of units of the Private Securities recorded in the Issuer’s records as being held by “Quint Capital Corporation. for the exclusive benefit of its customers” and as being held by Quint itself for its own benefit, if any, as of the last day of such quarter, and, if certificated, attesting to (A) the authenticity of the certificate(s) in Quint’s possession, (B) that the certificate(s) represent(s) the number of units of Private Securities represented in the Issuers records, and (C) that the certificate(s) in Quint’s possession is/are recorded on the Issuer’s official books and records as “Quint Capital Corporation for the exclusive benefit of its customers” and “Quint Capital Corporation”, respectively;
4.	provide Quint with the option and opportunity to audit, or have a third party audit on Quint’s behalf, the Issuer’s books and records to confirm any information maintained by the Issuer under the Agreement and authorize Quint to contact the Issuer’s auditors and request that they provide confirmation of such information, all at Issuer’s sole expense;
5.	provide Quint, no later than January 31st of each year, a written letter of assurance on Issuer’s letterhead (or on the letterhead of Issuer’s counsel on Issuer’s behalf or Issuer’s audit firm) that the Private Securities identified in Issuer’s books and records as held by “Quint Capital Corporation for the exclusive benefit of its customers” and/or “Quint Capital Corporation” or that the units evidenced by certificate(s) in such names are not subject to any right, charge, security interest, lien, or claim of any kind in favor of the Issuer or any person claiming through the Issuer and that all such securities issued and outstanding for the prior year have been validly authorized, duly and validly issued, fully paid and are non-assessable and free of restrictions on transfer other than restrictions on transfer that have been provided to Quint by the Issuer;
6.	provide Quint, pursuant to such methods as Quint may reasonably require (e.g., through a designated website or email to Quint’s operations department), by the end of the first day of each calendar quarter, and at any time and from time to time as soon as reasonably practicable if there is a material change in value, a statement of the per unit value of the Private Securities as set by an authorized executive of the Issuer or the Issuer’s board of directors, which shall constitute an instruction to Quint to communicate to Investors that unit value as the then current value of the Private Securities and to update Investor account values accordingly;
7.	provide Quint, pursuant to such methods as Quint may reasonably require, with the detailsof, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by Quint from time to time in order for Quint to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by Quint to Shareholders); and; and

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8. provide to Quint, in such form and at such time as Quint may reasonably request, a copy of any documentation, memoranda, agreements or other documents or information that Quint believes is necessary for it to satisfy any filing, reporting or other applicable legal requirements it may have relating to the custody of the Private Securities.

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SCHEDULE C – Services Specifically NOT Provided

Notwithstanding anything to the contrary contained in these Schedules or this Agreement, unless otherwise specifically agreed to in this Agreement or in a separate written agreement between the Parties, the following services specifically are NOT provided by Quint or any Affiliate of Quint under this Agreement:

1.	No Investment Banking, Underwriting, Advice or Advisory Service. Quint is not providing investment banking or underwriter services to Issuer, acting as an underwriter or selling group member and has no role in the issuance of the Private Securities, and Quint is not providing any advice or advisory services in connection with the Services as set forth in Schedule B, is not recommending the Private Securities or the Offering, and is not making any suitability determinations with respect to any Quint Customer. Quint is not committing to and does not intend to purchase any of the Private Securities for its own account or that of an Affiliate.
2.	No Approval of Issuer Content. Quint is not preparing, endorsing, adopting, or approving in any way any offering memoranda or other offering documents, SEC, state or other regulatory filings, or any sales or marketing material or Issuer Content, specifically including any Issuer Sites, or any other material or Content of any kind wherever they may appear except to the extent that such websites, material or Content specifically reference the Quint Name, Branding, Content, or descriptive materials about the Services, and then only to the extent of such references and specifically not including other portions of such website or materials.
3.	No Setting, Reviewing or Guaranteeing of Price, Tax or Other Data. Quint is not setting, calculating, creating, approving, endorsing, adopting, reviewing, recommending or guaranteeing any price for the Private Securities, or giving any opinion with respect to the accuracy, reliability or completeness of any data or information about the Private Securities appearing on a Quint Site or elsewhere. Quint is relying on the Issuer for all such data and information. Quint is not preparing or calculating any tax statements or documentation on behalf of Issuer, specifically including Schedule K-1s, except for those tax documents normally and usually included as part of a brokerage account (such as 1099s).
4.	No Offering of Issuer Securities. Quint is not selling, distributing, offering for sale or marketing, or participating in any sale, distribution, offer or marketing, in any way the Private Securities under this Agreement.

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Issuer Custody of Private Securities Only Agreement

SCHEDULE D – Fees and Other Costs

1.	Offering Set-up and Processing Fees. One percent (1%) of the dollar value of the securities issued to Shareholders pursuant to each Offering at the time of closing, with a minimum fee to Quint of the greater of (a) $30 per Shareholder per Offering, or (b) $10,000 per Offering.
2.	Due Diligence Fees. Issuer shall pay Quint fees (whether charged by Quint or by a third party) related to conducting due diligence with respect to the Offering, the Issuer or any principal or other person associated with the Issuer that Quint deems necessary or appropriate, which will generally be $10,000 per Offering but may be greater ifadditional efforts are necessary to conduct adequate due diligence. Quint will consult with the Issuer before deciding to incur additional costs and will only incur such fees with the agreement of both Parties. These Due Diligence Fees are payable even if no securities are issued and are payable $5000 upon execution and delivery of this Agreement and remainder within 10 days after securities are deposited in a Quint Account.
3.	Fee for Termination Prior to Closing. If after Quint has setup an Offering to be displayed on the Private Placements Platform and the Issuer has met the minimum investment amount necessary to perform a closing, the Issuer cancels or decides not to pursue the offering prior to the final closing of the Offering, the Issuer shall immediately pay to Quint the greater of (a) $50,000; (b) all costs incurred by Quint in enabling the Offering to be listed on the Private Placements Platform; or (c) a dollar amount equal to the Offering Processing Fees listed in section 1 of this Schedule D based upon the dollar value of the maximum amount of securities that is offered under the Offering; except that if an Issuer through its best efforts is unable to meet the minimum investment amount necessary to perform a closing, or if circumstances beyond the control of the Issuer make a closing impossible, then this Fee for Termination Prior to Closing will not apply. For the avoidance of doubt, if the Issuer has not made such best efforts and a closing is possible but the Issuer then terminates an Offering, such fee shall apply. Further, if the Issuer wishes to raise capital outside of this Agreement for a period of one (1) year after the final Closing of the Offering, the Issuer must seek and receive written approval from Quint for that offering. If the Issuer fails to obtain that approval, which shall not be unreasonably withheld, Issuer will pay the maximum Fee for Termination Prior to Closing.
4.	Fee for Termination Pursuant to Section 8. For terminations pursuant to Sections 8.2(a), 8.3(a) or 8.4(a), Issuer shall at the date of termination pay the greater of (a) $25,000, or (b) the current number of Shareholders of Private Securities as established at the time of transition, multiplied by $250.
5.	Administrative Expenses. The Issuer shall reimburse Quint for its fees and expenses, including legal fees and expenses incurred in the preparation, negotiation and execution and delivery of this Agreement and shall bear and pay all costs, fees and expenses relating to the preparation, printing, filing and dissemination of information relating to the securities issued to Shareholders pursuant to each Offering and any amendments or supplements thereto, including any federal or state fees imposed on the Issuer or on Quint relating to the Offering, including but not limited to any costs, fees or expenses incurred by Quint in connection with the review and filing of documents with regulatory authorities (such as costs for federal and state filings of the Offering under Regulation D (e.g., Form D) or Regulation A of the Securities Act (e.g., Form 1 -A and FINRA Rule 5110)), and any fees or expenses relating to the issuance and/or delivery of the securities (such as transfer agent fees, certificate fees, DTCC fees, NSCC fees).
6.	Ancillary Issuer Fees. Based upon Issuer request and specific requirements, an Issuer may be charged the following ancillary fees as set forth on a fee schedule published from time to time by Quint, that are subject to change at any time in Quint’s sole discretion:

a. Proxy, Corporate Action, and Corporate Communication Fees–to the extent the Issuer requests Quint to distribute corporate communications and process Investor voting, Issuer will be charged fees for corporate action and communication process and any resultant tax documents or customer inquiries as published from time to time by Quint on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Quint. Note that such fees are set by securities regulations for publicly traded securities.

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Issuer Custody of Private Securities Only Agreement

b.	Private Securities Dividend, Interest, Principal Payments, Return of Capital and Other Corporate Cash Flows – to the extent the Issuer requests Quint to process and distribute corporate cash flows, Issuer will be charged fees for processing corporate cash flows and any resultant tax documents or customer inquiries per the schedule as published from time to time by Quint on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Quint. Note that such fees only apply to the processing of these actions for Private Securities, not those publicly traded securities for which such actions are processed via DTCC.
c.	Private Securities Review for Purchase by IRA Accounts – to the extent the Issuer requests that the Private Securities to be available for purchase by IRA accounts, a one-time fee will be charged per Private Security identified on Schedule A for evaluation, which may or may not result in approval. This fee currently is $300 and is subject to change at any time in the sole discretion of Quint.
d.	Supplemental Tax Document Processing – to the extent the Issuer requests document processing services beyond the activities set forth in Schedule B, including, but not limited to, processing document corrections based on reclassification of disbursements or additional processing of tax documents (e.g., corrected 1099s), additional fees may be charged at the time and at the rate incurred by Quint plus overhead.
e.	Transfers and Secondary Transactions – to the extent the Issuer requests that Quint maintain any restrictions on the transfer of beneficial ownership, or allows for transfers of its securities, Quint will, in good faith, attempt to prevent transfers of the Private Securities without the Issuer’s consent, except as required by or pursuant to operation of Law. Issuer will be charged fees for processing such transfers per the schedule as published from time to time by Quint on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Quint.

7. Fees to Quint Customers. Quint in its sole discretion may charge fees to Quint Customers that (a) are related to the brokerage account or activities in the brokerage account with Quint, or (b) are related to the Offering or the Private Securities; for example, for verifying that the Quint Customer has the appropriate status, such as being an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or to purchase the Private Securities in the Offering based on requirements established and specified by the Issuer, which can generally be accessed by contacting Quint Capital Corporation.

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Issuer Custody of Private Securities Only Agreement

EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated May 10, 2016 relating to the balance sheets of UNATION, LLC as of December 31, 2015 and 2014, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

/s/ Kristina Helferty, CPA
Clearwater, FL
August 8, 2016

CORRESP

Response