pcg_1a

Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), is offering a maximum of $75,000,000 in the aggregate, of its 9.0% unsecured bonds, or the “Bonds,” pursuant to this offering circular. The purchase price per Bond is $1,000, with a minimum purchase amount of $1,000, or the “minimum purchase”; however, the Company, in our sole discretion, reserves the right to accept smaller purchase amounts. The Bonds will bear interest at nine percent (9.0%) per year. The maximum offering amount of Bonds is $75,000,000 the “Maximum Offering Amount”). The Bonds will each be offered serially, over a maximum period of 3 years, starting from the date of qualification of the Offering Statement of which this Offering Circular is a part, with the sole difference between the series being their respective maturity dates. Each series of Bonds beginning with Series A will correspond to a particular closing. Each series of Bonds will mature on the third anniversary of the initial issuance date of such series. The Company may elect to extend the maturity date of the Bonds for up to two additional one-year periods in the Company’s sole discretion. If the Company elects to extend the maturity date of the Bonds, the Bonds will bear interest at 10.0% per annum during the first one-year extension period and will bear interest at 11.0% per annum during the second one-year extension period. Interest on the Bonds will be paid to the record holders of the Bonds quarterly in arrears on January 25th, April 25th, July 25th and October 25th of each year, beginning on the first such date that corresponds to the first full quarter after the initial closing in the offering.

The Bonds will be offered to prospective investors on a best efforts basis by Dalmore Group LLC (“Dalmore Group”, or “our broker/dealer of record,”) a New York limited liability company and a member of the Financial Industry Regulatory Authority, or “FINRA.” “Best efforts” means that our broker/dealer of record is not obligated to purchase any specific number or dollar amount of the Bonds, but it will use its best efforts to sell the Bonds. We reserve the right to engage additional broker-dealers, or “Selling Group Members,” who are members of FINRA, to assist in the sale of the Bonds. At each closing date, the net proceeds for such closing will be disbursed to our Company and Bonds relating to such net proceeds will be issued to their respective investors. We expect to commence the sale of the Bonds as of the date on which the offering statement is declared qualified by the United States Securities and Exchange Commission, or the “SEC,” and terminate the offering on earliest of: (i) the date we sell the Maximum Offering Amount; (ii) the third anniversary of the date of qualification of this offering statement; or (iii) such date upon which we determine to terminate the offering, in our sole discretion. Notwithstanding the previous sentence, we have the right, in our sole discretion, to extend this offering beyond the third anniversary of the date of qualification for an additional year.

Our Company will conduct closings in this offering on the first and third Thursday of each month or the “closing dates,” and each, a “closing date,” until the offering termination. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. On each closing date, offering proceeds for that closing will be disbursed to us and Bonds will be issued to investors, or the “Bondholders.” If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. The offering is being made on a best-efforts basis through Dalmore Group, our broker/dealer of record.

Issuer		Phoenix Capital Group Holdings, LLC, a Delaware limited liability company.

Securities Offered		Maximum – $75,000,000, aggregate principal amount of the Bonds.

Maturity Date		The Bonds will each be offered serially, over a maximum period of 3 years (subject to extension) starting from the date of qualification of the Offering Statement of which this Offering Circular is a part, with the sole difference between the series being their respective maturity dates. The Bonds will mature on the third anniversary of the initial issuance date of each series. The Company may elect to extend the maturity date of the Bonds for up to two additional one-year periods in the Company’s sole discretion. Each such extension would constitute a new offering for the purpose of the registration requirements of the Securities Act and, as such, would be required to be registered or conducted pursuant to an exemption from registration. Any such subsequent offering conducted pursuant to Regulation A would count against the aggregate dollar limitations in Rule 251(a) of Regulation A. See “Description of Bonds – Interest and Maturity” for more information.

Interest Rate		9.0% per annum computed on the basis of a 360-day year. If we elect to extend the maturity date of the Bonds, the Bonds will bear interest at 10.0% per annum in the first one-year extension period and 11.0% per year in the second one-year extension period

Interest Payments		Paid to the record holders of the Bonds quarterly in arrears, each January 25th, April 25th, July 25th and October 25th, for the preceding fiscal quarter ending March 31st, June 30th, September 30th and December 31st, respectively, beginning on such payment date immediately following the first full fiscal quarter after the initial closing in the offering and continuing until its maturity date. Interest will accrue and be paid on the basis of a 360-day year consisting of twelve 30-day months. Interest on each Bond will accrue and be cumulative from the end of the most recent interest period for which interest has been paid on such Bond, or if no interest has paid, from the date of issuance.

Offering Price		$1,000 per Bond.

Ranking		The Bonds are subordinated, unsecured indebtedness of our Company. They rank pari passu with our other unsecured indebtedness, including the Unsecured Notes (as defined herein), and structurally subordinated to all indebtedness of our subsidiaries. The Bonds rank junior to any of our current secured indebtedness, including any debt outstanding under the Cortland Term Loan and Cortland LOC (each as defined herein), and are subordinated to any right of payment under the same. The Bonds would also rank junior to any of our future secured indebtedness. See “General Information About Our Company – Current Indebtedness” for more information.

Use of Proceeds		We estimate that the net proceeds we will receive from this offering will be approximately $74,250,000 if we sell the Maximum Offering Amount, after deducting fees payable to our broker/dealer of record. We plan to use substantially all of the net proceeds from this offering for the purchase mineral rights and non-operated working interests, as well as additional asset acquisitions. See “Use of Proceeds” for additional information.

Redemption at the Option of the Bondholder		Bondholders will have the right to have their Bonds redeemed at any time prior to the maturity date, subject to an annual cap referenced below, regardless of the reason for the redemption, at a price equal to $950 plus all accrued but unpaid interest per Bond, regardless of when such Bonds are redeemed. Our obligation to redeem Bonds in any given year pursuant to this redemption is limited to 10% of the outstanding principal balance of the Bonds, in the aggregate, on the most recent of January 1st, April 1st, July 1st or October 1st of the applicable year while the Offering is open, and January 1st of the applicable year, following the offering termination. In addition, any Bonds redeemed as a result of a Bondholder's right upon death, disability or bankruptcy, will be included in calculating the 10% Limit and will thus reduce the number of Bonds, in the aggregate, to be redeemed pursuant to the redemption. Bond redemptions will occur in the order that notices are received. We are not required to establish a sinking fund or reserve for the redemption of Bonds and our ability to redeem Bonds will be subject to the availability of cash or other financing sources and cannot be assured.
Redemption at the Option of the Company		The Bonds may be redeemed at our option at no penalty. If the Bonds are renewed for an additional term, we may redeem the Bonds at any time during such renewal period. Any redemption will occur at a price equal to the then outstanding principal amount of the Bonds, plus any accrued but unpaid interest. For the specific terms of the Optional Redemption, please see “Description of Bonds – Optional Redemption” for more information.

Redemption Upon Death, Disability or Bankruptcy		Within 90 days of the death, disability or bankruptcy of a Bondholder who is a natural person, the estate of such Bondholder, or legal representative of such Bondholder may request that we repurchase, in whole but not in part and without penalty, the Bonds held by such Bondholder by delivering to us a written notice requesting such Bonds be redeemed. Redemptions due to death, disability or bankruptcy shall count towards the annual 10% Limit on redemptions described above; provided, however, that any redemptions pursuant to death, disability or bankruptcy shall not be subject to the 10% Limit. Any such request shall specify the particular event giving rise to the right of the holder or beneficial holder to redeem his or her Bonds. If a Bond is held jointly by natural persons who are legally married, then such request may be made by (i) the surviving Bondholder upon the death of the spouse, or (ii) the disabled Bondholder (or a legal representative) upon disability of the spouse. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these persons shall have the right to request that the Company repurchase such Bond unless each Bondholder has been affected by such an event. Disability shall mean with respect to any Bondholder or beneficial holder, a determination of disability based upon a physical or mental condition or impairment arising after the date such Bondholder or beneficial holder first acquired Bonds. Any such determination of disability must be made by any of: (1) the Social Security Administration; (2) the U.S. Office of Personnel Management; or (3) the Veteran’s Benefits Administration, or the Applicable Governmental Agency, responsible for reviewing the disability retirement benefits that the applicable Bondholder or beneficial holder could be eligible to receive. Bankruptcy shall mean, with respect to any Bondholder the final adjudication related to (i) the filing of any petition seeking to adjudicate the Bondholder bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Bondholder or such Bondholder’s debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property, or (ii) without the consent or acquiescence of such Bondholder, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any bankruptcy, liquidation, dissolution, or other similar statute, law, or regulation, or, without the consent or acquiescence of such Bondholder, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Bondholder or of all or any substantial part of the property of such Bondholder which order shall not be dismissed within ninety (90) days.

		Subject to the annual cap on redemptions, upon our receipt of a redemption request in the event of death, disability or bankruptcy of a Bondholder, we will designate a date for the redemption of such Bonds, which date shall not be later than 90 days after we receive documentation and/or certifications establishing (to the reasonable satisfaction of the Company) the right to be redeemed. On the designated date, we will redeem such Bonds at a price per Bond that is equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed plus the then outstanding principal amount of such Bond.

Default		The Indenture governing the Bonds will contain events of default, the occurrence of which may result in the acceleration of our obligations under the Bonds in certain circumstances. Events of default, other than payment defaults, will be subject to our Company's right to cure within a certain number of days of such event of default. Our Company will have the right to cure any payment default within 60 days before the trustee may declare a default and exercise the remedies under the Indenture. See “Description of Bonds - Event of Default” for more information.

Form		Bonds will be registered in book-entry form only on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. (“Phoenix American”) as record holder of such Bonds for the benefit of such purchasers. See "Description of Bonds - Book-Entry, Delivery and Form" for more information.

Denominations		We will issue the Bonds only in denominations of $1,000.

Payment of Principal and Interest		Principal and interest on the Bonds will be payable in U.S. dollars or other legal tender, coin or currency of the U.S.

Future Issuances		We may, from time to time, without notice to or consent of the Bondholders, increase the aggregate principal amount of any series of the Bonds outstanding by issuing additional bonds in the future with the same terms of such series of Bonds, except for the issue date and offering price, and such additional bonds shall be consolidated with the applicable series of Bonds and form a single series.

Securities Laws Matters:		The Bonds being offered are not being registered under the Securities Act in reliance upon exemptions from the registration requirements of the Securities Act and such state securities laws and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. In addition, the Company does not intend to be registered as an investment company under the Investment Company Act of 1940, as amended.

Trustee, Registrar and Paying Agent		We have designated UMB Bank, N.A. as paying agent and Phoenix American Financial Services, Inc., a California corporation as co-paying agent in respect of Bonds registered to it as record holder. UMB Bank, N.A. will also act as trustee under the Indenture and registrar for the Bonds. As such, UMB Bank, N.A. will make payments on the Bonds to Phoenix American (who will forward such payments to the applicable Bondholders). The Bonds will be issued in book-entry form only, evidenced by global certificates, as such, payments are being made to Phoenix American.

Governing Law		The Indenture and the Bonds will be governed by the laws of the State of Delaware.

Material Tax Considerations		You should consult your tax advisors concerning the U.S. federal income tax consequences of owning the Bonds in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.

Risk Factors		An investment in the Bonds involves certain risks. You should carefully consider the risks above, as well as the other risks described under “Risk Factors” of this offering circular before making an investment decision.

This offering circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "outlook," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this offering circular, including those set forth below.

The Bonds are obligations of the Company exclusively and not of any of our subsidiaries. The Bonds are also effectively subordinated to all of the liabilities of the Company’s subsidiaries, to the extent of their assets, since they are separate and distinct legal entities with no obligation to pay any amounts due under the Company’s indebtedness, including the Bonds, or to make any funds available to make payments on the Bonds. The Company’s right to receive any assets of any subsidiary in the event of a bankruptcy or liquidation of the subsidiary, and therefore the right of the Company's creditors, including holders of the Bonds, to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors, in each case to the extent that the Company is not recognized as a creditor of such subsidiary. In addition, even where the Company is recognized as a creditor of a subsidiary, the Company’s rights as a creditor with respect to certain amounts are subordinated to other indebtedness of that subsidiary, including secured indebtedness to the extent of the assets securing such indebtedness.

The Bonds are subordinated to the Cortland Term Loan and Cortland LOC pursuant to the terms of Indenture. The Bonds rank junior in right of payment to any of the Company’s outstanding secured indebtedness under the Cortland Term Loan pursuant to the terms of indenture and Cortland LOC. Under the terms of the Indenture, no payments may be made on the Bonds at any time when a default is continuing with respect to the Cortland Term Loan and/or Cortland LOC. In the event of the Company’s bankruptcy, liquidation, reorganization or other winding up, Cortland Credit Lending Corporation (“Cortland”), as the lender under the Cortland Term Loan and Cortland LOC, will be entitled to receive payment in full of all amounts due (or to become due) in respect of all debt outstanding under the Cortland Term Loan and/or Cortland LOC before the Bondholders are entitled to receive any payments. In addition, the Company’s assets that secure the Cortland Term Loan and/or Cortland LOC, which includes all of the assets of the Company as of the date of this offering circular, will be available to pay obligations on the Bonds only after the secured debt under the Cortland Term Loan and/or Cortland LOC has been repaid in full from these assets, and the assets of its subsidiaries will be available to pay obligations on the Bonds only after all claims under the Cortland Term Loan and/or Cortland LOC have been repaid in full. There may not be sufficient assets remaining to pay amounts due on any or all of the Bonds then outstanding.

Potential investors should be aware of the difficulties normally encountered by companies investing in mineral rights and the potential failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the mineral rights investment that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to finding mineral rights assets, and additional costs and expenses that may exceed current estimates. The search for minerals may also involve numerous hazards. Thus, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position. In addition, there is no assurance that the expenditures to be made by us in the exploration phase will result in the discovery of economic deposits of minerals. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, the third parties we will contract with to perform the mining operations, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.

The exploration and possible future development phases of our business will be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees. Future changes in environmental regulations, if any, may adversely affect the operations of the third-party contractors on our land as well as our business. If we fail to comply with any of the applicable environmental laws, regulations or permit requirements, we could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop the operations of the third-party contractors on our land or require a considerable capital expenditure. Although we and our third-party operators intend to comply with all environmental laws and permitting obligations in conducting our business, there is a possibility that those opposed to exploration and mining will attempt to interfere with our operations, whether by legal process, regulatory process or otherwise.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Water Act (“CWA”), and comparable state statutes, imposes restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the Environmental Protection Agency (“EPA”) or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The World Health Organization has declared the spread of the COVID-19 virus a global pandemic, and the President of the United States has declared a national state of emergency in the United States in response to the outbreak. Considerable uncertainty still surrounds the COVID-19 virus and its potential effects, and the extent of and effectiveness of any responses taken on a national and local level. However, measures taken to limit the impact of this coronavirus, including social distancing and other restrictions on travel, congregation and business operation have already resulted in significant negative short-term economic impacts. The long-term impact of this coronavirus on the U.S. and world economies remains uncertain, but can result in long term infrastructure and supply chain disruption, as well as dislocation and uncertainty in the financial markets that could significantly and negatively impact the global, national and regional economies, the length and breadth of which cannot currently be predicted. Extended disruptions to the global economy is likely to cause fluctuations in oil prices and the timing of oil production, which could have a material adverse effect on our ability to generate cash flow, which in turn could limit our ability to pay interest on the Bonds.

Cybersecurity attacks and security breaches of our technology systems, including those of our clients and third-party vendors, may subject us to liability and harm our business operations and overall reputation. Our operations rely on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. Threats to information technology systems associated with cybersecurity risks and cyber incidents continue to grow, and there have been a number of highly publicized cases involving financial services companies, consumer-based companies and other organizations reporting the unauthorized disclosure of client, customer or other confidential information in recent years. Cybersecurity risks could disrupt our operations, negatively impact our ability to compete and result in injury to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to or mitigate cybersecurity events. Although we have developed, and continue to invest in, systems and processes that are designed to detect and prevent security breaches and cyber-attacks, our security measures, information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions that could result in unauthorized disclosure or loss of sensitive information; damage to our reputation; the incurrence of additional expenses; additional regulatory scrutiny or penalties; or our exposure to civil or criminal litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

The Bonds are being offered on a “best efforts” basis, which means generally that our broker/dealer of record is required to use only its best efforts to sell the Bonds and it has no firm commitment or obligation to purchase any of the Bonds. The offering will continue until the offering termination. We will conduct closings on the first and third Thursday of each month assuming there are funds to close, until the offering termination. If either day falls on a weekend or holiday, the closing will be conducted on the next business day. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur two business days following each closing date. Two business days after the closing date, offering proceeds for that closing will be disbursed to us and the Bonds purchased will be issued to the investors in the offering. If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. The offering is being made on a best-efforts basis through Dalmore Group, our broker/dealer of record.

For purposes of the foregoing, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in-law” relations as well as such persons so related by adoption. In addition, participating brokers contractually obligated to their clients for the payment of fees on terms inconsistent with the terms of acceptance of all or a portion of the Broker-Dealer Fees may elect not to accept all or a portion of such compensation. In that event, such Bonds will be sold to the investor at a per Bond purchase price, net of all or a portion of selling commissions. All sales must be made through a registered broker-dealer participating in this offering, and investment advisors must arrange for the placement of sales accordingly through the broker/dealer of record. The net proceeds to us will not be affected by reducing or eliminating Broker-Dealer Fees payable in connection with sales to or through the persons described above. Purchasers purchasing net of some or all of the Broker-Dealer Fees will receive Bonds in principal amount of $1,000 per Bond purchased.

All investors will be required to complete and execute a subscription agreement. The subscription agreement is available from your registered representative or financial adviser and should be delivered to Phoenix American Financial Services, Inc., Attn: Lindsey Wilson, P.O. Box 363, El Segundo, CA 90245, together with payment in full by check, ACH or wire of your subscription purchase price in accordance with the instructions in the subscription agreement. All checks should be made payable to “UMB Bank as trustee for Phoenix Capital Group Holdings, LLC.” We will hold closings on the first and third Thursday of each month assuming there are funds to close. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber.

Phoenix developed a software platform in 2019 to identify, analyze, underwrite, and formally transact in the purchasing of mineral royalty assets. Mineral royalties are contractual obligations at defined royalty rates between an operator that acts as a payor, and a mineral owner. Upon completion of an acquisition, Phoenix becomes the beneficiary of this contract royalty payment., as the mineral owner of record. With respect to the technology platform, the software is used solely for the internal benefit of Phoenix and is not currently licensed to any 3rd party. The analytics driven; automated system incorporates data sets from multiple 3rd party sources through custom API’s that call in refreshed data every 24 hours. Within the system, various dashboards can be accessed to analyze and review granular data sets at the asset level. Internal underwriting criteria generate offers to purchase assets furnished to the Phoenix sales and marketing team based on a discounted cash flow model driven by conservative estimates and inputs as a function of the data analysis and management inputs and assumptions.

While 2020 represented a period of tremendous volatility due to both commodity prices and COVID-19, the Company was able to perform extremely well and generate year over year increases in revenue and profitability. While the underlying focus of the business has always been to focus on acquiring predictable cash flowing mineral assets, 2020 marked a favorable evolution in the overall Company strategy. Phoenix was able to migrate the majority of its acquisitions to “buy and hold” vs. “gain on sale” activity largely due to increased liquidity and organic cash flow deployment. The buy and hold strategy generates longer lifetime value and more consistent, predictable cash flows over time rather than larger single transactions that generate a gain on sale gross profit. It is anticipated that this trend will continue sequentially to a basis by which the Company has insignificant selling activity. Additionally, commodity prices have become more stable which has a net positive impact on the financial performance of the Company

We have developed have developed a highly customized and proprietary software platform built around the well-known customer relationship management (“CRM”) program Salesforce. Customized inputs pull in detailed land and title data, well level data including operator, production metrics, well status, date of all activities well specific activities, and historical reporting. Separately, a discounted cash flow model, using management inputs for discount rate and the price of oil, are used in an underwriting function to price assets. Various application programming interfaces (“APIs”) pull data from 3rd party databases and aggregate them into a dashboard with various levels of permission for our team. These APIs call-in refreshed data each night at midnight, so the dynamic nature of the system creates efficiency on a day-to-day basis. In function, this tool provides our sales and marketing team with a summary version of assets to prospect for acquisition. These assets are graded internally based on management’s desired target criteria for high probability of high near-term cash flows. A daily acquisition price is furnished to the sales team so that the sales team is informed as to the maximum price that we are willing to offer in any prospective transaction. Interested prospects then go through an automated document request using the Salesforce workflow, which distributes the opportunities to our operations team for the preparation of an offering and sale package. The offering and sale package is then delivered to the prospective seller. Using the CRM features, the sales team is able to record all notes in real time and each opportunity can be tracked from its original data upload through the lifecycle of the sales process. While the data inputs are largely based on public information, considerable customization and coding has been done specific to what we desire from the tool. This aggregate, niche, scalable software platform is specific to us and there is no known competitive product. As such, the software creates considerable intrinsic value to operational efficiencies, however, also has de-facto value should it ever be licensed or sold. We currently have no intention of licensing nor selling the software.

Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a "high degree of confidence that the quantities will be recovered." All of our proved reserves as of December 31, 2020 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into three broad categories or methods: (1) performance-based methods, (2) volumetric-based methods and (3) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. The proved reserves for our properties were estimated by performance methods, analogy or a combination of both methods. All proved producing reserves attributable to producing wells were estimated by performance methods. These performance methods include, but may not be limited to, decline curve analysis, which utilized extrapolations of available historical production and pressure data. All proved developed non-producing reserves were estimated by the analogy method.

We entered into a Credit Agreement on October 28, 2021 (the “Credit Agreement”) with Cortland Credit Lending Corporation (“Cortland”) which provides for a term loan and revolving line of credit. The Term Loan provided for in the Credit Agreement includes a commitment of $5,000,000 (the “Cortland Term Loan”) which matures on October 28, 2022, subject to two one-year extensions at the discretion of Cortland, and bears interest at a rate of the greater of (a) 10.50% and, (b) the TD Bank US Prime Rate, plus 7.25%. The line of credit provided for in the Credit Agreement permits borrowings up to the lesser of (a) $13,000,000 and (b) a formula based on the value of the collateral securing the debt (the “Cortland LOC”). As of the date of this offering circular, we are permitted to borrow up to $13,000,000 under the Cortland LOC and currently have $13,000,000 outstanding. The Cortland Term Loan and Cortland LOC are secured by all of the property and assets owned by the Company. The Cortland Term Loan may only be used to re-finance our prior loan arrangements, and the Company utilized the full $5,000,000, in addition to amounts borrowed under the Cortland LOC, to pay off all of the Company’s previous debt outstanding prior to its entry into the Credit Agreement. The Bonds are subordinated in the right of payment to the Cortland Term Loan and Cortland LOC. See “Description of Bonds – Ranking” for more information. The Credit Agreement contains provisions, representations, warranties, covenants and indemnities that are customary and standard for secured debt. The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement filed as an exhibit to the offering statement, of which this offering circular is a part.

Separate from the ordinary royalty income assets, we maintain a structural discipline to participate in non-operated working interests, in part for their tax benefits. Due to favorable IRS treatment, marrying this asset class to our pure royalty income creates an augmented “write off” strategy whereby the balanced portfolio effectively creates little to no annual taxable income. The Company is data driven. The Company’s software platform applies managements criteria to catalogs of data points to automate 95% of business functions while also allowing for robust reporting. The goal is to give the sales and marketing team the best information, quickly, to execute on managements acquisition strategy targeting high value assets. The system allows for adjusted focus based on size and region very efficiently as the Company grows and scales into new markets and price-points using the same fundamental underlying guidelines. Functionally, these transactions are very similar to traditional real estate transactions with respect to the mechanics. A seller agrees to sell to us, a purchase and sale agreement is executed, earnest money is conveyed, manual diligence and title review is conducted as an audit function prior to closing. Upon closing the funds are conveyed to the seller and the title is recorded in the respective jurisdiction by us. At this point, the operator is directed to convey all future payments to us at the defined rate. In most cases, our interaction with the operator is more administrative and clerical in nature unless it is a working interest or an alternative scenario. Assets can produce for upwards of 20 years however there is a considerable regression/depletion curve that commences over the life of the asset. As such, we tend to focus on wells that have recently began producing, or are likely to have new production in the near term. we focus on a closed loop process from discovery to acquisition to long term balance sheet ownership. The recurring nature of these cash flows allows for considerable scale without material increases in fixed overhead.

A U.S. Holder will recognize gain or loss on the sale, exchange, redemption (including a partial redemption), retirement or other taxable disposition of a Bond equal to the difference between the sum of the cash and the fair market value of any property received in exchange therefore (less a portion allocable to any accrued and unpaid stated interest, which generally will be taxable as ordinary income if not previously included in such holder’s income) and the U.S. Holder’s adjusted tax basis in the Bond. A U.S. Holder’s adjusted tax basis in a Bond (or a portion thereof) generally will be the U.S. Holder’s cost therefore decreased by any payment on the Bond other than a payment of qualified stated interest. This gain or loss will generally constitute capital gain or loss. In the case of a non-corporate U.S. Holder, including an individual, if the Bond has been held for more than one year, such capital gain may be subject to reduced federal income tax rates. The deductibility of capital losses is subject to certain limitations.

The following is a summary of material considerations arising under ERISA and the prohibited transaction provisions of the Code that may be relevant to a prospective investor, including plans and arrangements subject to the fiduciary rules of ERISA and plans or entities that hold assets of such plans (“ERISA Plans”); plans and accounts that are not subject to ERISA but are subject to the prohibited transaction rules of Section 4975 of the Code, including IRAs, Keogh plans, and medical savings accounts (together with ERISA Plans, “Benefit Plans” or “Benefit Plan Investors”); and governmental plans, church plans, and foreign plans that are exempt from ERISA and the prohibited transaction provisions of the Code but that may be subject to state law or other requirements, which we refer to as Other Plans. This discussion does not address all the aspects of ERISA, the Code or other laws that may be applicable to a Benefit Plan or Other Plan, in light of their particular circumstances.

If a prohibited transaction were to occur, an excise tax equal to 15% of the amount involved would be imposed under the Code, with an additional 100% excise tax if the prohibited transaction is not “corrected.” Such taxes will be imposed on any disqualified person who participates in the prohibited transaction. In addition, other fiduciaries of Benefit Plan Bondholders subject to ERISA who permitted such prohibited transaction to occur or who otherwise breached their fiduciary responsibilities, could be required to restore to the plan any losses suffered by the ERISA Plan or any profits realized by these fiduciaries as a result of the transaction or beach. With respect to an IRA or similar account that invests in our Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiary, would cause the IRA to lose its tax-exempt status. In that event, the IRA or other account owner generally would be taxed on the fair market value of all the assets in the account as of the first day of the owner’s taxable year in which the prohibited transaction occurred.

The indebtedness evidenced by the Bonds is subordinated to the prior payment in full of all debt outstanding under the Cortland Term Loan and Cortland LOC (collectively, the “Senior Debt”). During the continuance beyond any applicable grace period of any default in the payment of principal, premium, interest or any other payment due on any Senior Debt or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting Cortland to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, the Company may not make any payments (including principal payments and interest payments) on the Bonds. In the event that any Bonds are declared due and payable before their maturity date, Cortland will be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt before the Bondholders are entitled to receive any payment by the Company on account of the principal of or interest or other amounts due on the Bonds. In addition, upon any payment or distribution of assets upon any dissolution, winding-up, liquidation or reorganization of the Company, the payment of the principal of and interest and other amounts due on the Bonds will be subordinated to the extent provided in the Indenture in right of payment to the prior payment in full of all Senior Debt. Because of this subordination, if the Company dissolves or otherwise liquidates, Bondholders may receive less, ratably, than Cortland. The Indenture also requires a standstill period whereby the Trustee, whether on its own accord or upon the request of the requisite number of Bondholders, must obtain the consent of Cortland, as lender under the Senior Debt, to pursue any remedies against the Company within sixty (60) days of an occurrence of an Event of Default (as defined in the Indenture). As a result, the Trustee, on behalf of the Bondholders, may not be able to exercise its right to seek any remedies upon an Event of Default which may result in Bondholders incurring losses that may have otherwise been avoided. See "Risk Factors - Risks Related to the Bonds and to this Offering" for more information.

Redemptions made pursuant to the Optional Redemption of the Bonds shall be at a price equal to $950 plus all accrued but unpaid interest per Bond. We will have 120 days from the date the applicable Notice of Optional Redemption is provided to redeem the requesting Bondholder’s Bonds, subject to the limitations set forth in the Bond. Our obligation to redeem Bonds with respect to Notices of Redemption received in any given Redemption Period (as defined below) is limited to an aggregate principal amount of Bonds equal to 10% of the aggregate principal of Bonds under the Indenture on the most recent of January 1st, April 1st, July 1st or October 1st of the applicable year while the Offering is open, and January 1st of the applicable year, following the offering termination. or the 10% Limit. Any Bonds redeemed as a result of a Bondholder's right upon death, disability or bankruptcy will be included in calculating the 10% Limit and will thus reduce the number of Bonds available to be redeemed pursuant to Optional Redemption.

Within 90 days of the death, disability or bankruptcy of a Bondholder who is a natural person, the estate of such Bondholder, or legal representative of such Bondholder may request that we repurchase, in whole but not in part and without penalty, the Bonds held by such Bondholder by delivering to us a written notice requesting such Bonds be redeemed. Redemptions due to death, disability or bankruptcy shall count towards the annual 10% Limit on redemptions described above; provided, however, that any redemptions pursuant to death, disability or bankruptcy shall not be subject to the 10% Limit. Any such request shall specify the particular event giving rise to the right of the holder or beneficial holder to redeem his or her Bonds. If a Bond is held jointly by natural persons who are legally married, then such request may be made by (i) the surviving Bondholder upon the death of the spouse, or (ii) the disabled Bondholder (or a legal representative) upon disability of the spouse. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these persons shall have the right to request that the Company repurchase such Bond unless each Bondholder has been affected by such an event.

Bankruptcy shall mean, with respect to any Bondholder the final adjudication related to (i) the filing of any petition seeking to adjudicate the Bondholder bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Bondholder or such Bondholder’s debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property, or (ii) without the consent or acquiescence of such Bondholder, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any bankruptcy, liquidation, dissolution, or other similar statute, law, or regulation, or, without the consent or acquiescence of such Bondholder, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Bondholder or of all or any substantial part of the property of such Bondholder which order shall not be dismissed within ninety (90) days.

"Change of Control Repurchase Event", means (A) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the membership units entitling that person to exercise more than 50% of the total voting power of all the membership units entitled to vote in meetings of the Company (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and (B) following the closing of any transaction referred to in subsection (A), neither we nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE American, or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or the Nasdaq Stock Market.

The Bondholders of a majority in principal amount of the outstanding Bonds may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Bonds, provided that (i) such direction is not in conflict with any rule of law or the Indenture, (ii) the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction and (iii) the trustee need not take any action that might involve it in personal liability or be unduly prejudicial to the Bondholders not joining therein. Subject to the provisions of the Indenture relating to the duties of the trustee, before proceeding to exercise any right or power under the Indenture at the direction of the Bondholders, the trustee is entitled to receive from those Bondholders security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which it might incur in complying with any direction.

Matt Willer, Vice President of Capital Markets. Matt Willer is a seasoned finance professional that has spent 22 years professionally assisting Companies of all sizes, in a variety of industries, with their financing needs. Matt’s career began at Smith Barney and after his early professional life was spent at a large investment bank he sequentially migrated to smaller firms where he has been able to have more autonomy and interaction with clients. For the past decade, Matt’s experience has largely been in an internal investment banking function to the operating companies that he is assisting. With experience in both debt and equity transactions, across both private and public Companies, Matt has raised well over $100 million in new capital for the Companies he’s worked with. Matt brings an entrepreneurial finance background to Phoenix Capital Group Holdings where he currently maintains the title of Vice President of Capital Markets and has recently become a partner with the firm. Matt graduated from the University of Southern California with a degree in Business Administration with a dual specialty in Finance and Management.

	June 30, 2021	June 30, 2020
ASSETS
Current Assets:
Cash	$201,157	$1,144,771
Other receivables	528,042	-
Total Current Assets	729,199	1,144,771

Oil and gas properties, at cost, using the successful method of accounting:
Proved properties	16,608,089	9,324,076
Unproven properties	660,385	370,752
Total Property and Equipment	17,268,474	9,694,828
Accumulated depletion	(4,523,286)	(1,185,245)
Net Property and Equipment	12,745,188	8,509,583

Other Assets:
Other receivables	24,280	18,599
Company owned vehicles	55,830	-
Total Other Assets	80,110	18,599
Total Assets	$13,554,497	$9,672,953

LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:
Accounts payable (Note 5)	$191,316	$4,533,827
Accrued expenses	40,686	9,920
Line of credit	1,940,000	-
Current portion of notes payable	600,000	-
Current portion of deferred closings	617,174	1,029,836
Total Current Liabilities	3,389,176	5,573,583

Noncurrent Liabilities:
Notes payable	1,360,231	-
PPP loan	192,437	192,437
Deferred closings	951,590	361,330
Bank term loan	2,916,227	-
Loan on company owned vehicle	49,253
Asset retirement obligation	23,048
Total Noncurrent Liabilities	5,492,786	553,767
Total Liabilities	8,881,962	6,127,350


Members' Equity	4,672,535	3,545,603
TOTAL LIABILITIES AND MEMBERS' EQUITY	$13,554,497	$9,672,953

	June 30, 2021	June 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$1,079,496	$2,316,770
Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
Depreciation, depletion, accretion and amortization	1,531,886	1,180,458
Asset retirement obligation	-	-
Gain on sale of assets	(207,656)	(2,012,038)
Changes in operating assets and liabilities:
Other current assets	(528,042)	(18,599)
Other assets	(111,075)	-
Accounts payable and accrued liabilities	87,801	(7,871)
Net cash flows from operating activities	1,852,410	1,458,720

CASH FLOWS FROM INVESTING ACTIVITES
Additions to oil and gas properties and leases	(4,216,419)	(14,622,376)
Proceeds from sale of assets	1,195,376	8,022,963
Net cash flows from investing activities	(3,021,043)	(6,599,413)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing of bank line of credit and loans	2,155,480	-
Borrowing (repayment) of notes payable	(1,949,718)	4,533,827
Borrowing of PPP loan	-	192,437
Member's contributions	670,000	585,267
Member's distributions	(150,000)	(475,874)
Increase in deferred closings	474,046	1,391,165
Net cash flows from financing activities	1,199,808	6,226,822

Net change in cash	31,175	1,086,129
Cash, beginning of year	169,982	58,642
Cash, end of year	$201,157	$1,144,771

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Noncash owner contribution of oil and gas property	$-	$550,000
Cash paid during the period for interest	306,986	93
	$306,986	$93

Unproved oil and natural gas properties do not have producing properties and are valued on acquisition by management, with the assistance of an independent expert when necessary. As reserves are proved through the successful completion of exploratory wells, the cost is transferred to proved properties. The cost of the remaining unproved basis is periodically evaluated by management to assess whether the value of a property has diminished. To do this assessment, management considers, (i) estimated potential reserves and future net revenues from an independent expert, (ii) our history in exploring the area, (iii) our future drilling plans per our capital drilling program prepared by our reservoir engineers and operations management, and (iv) other factors associated with the area. Impairment is taken on the unproved property value if it is determined that the costs are not likely to be recoverable. The valuation is subjective and requires management to make estimates and assumptions which, with the passage of time, may prove to be materially different from actual results.

Receivables consist of royalty income due from operators for oil and gas sales to purchasers and receipts from the Company’s non-operating interest ownership. Those purchasers remit payment for production to the operator and the operator in turn remits payment to Phoenix for the agreed-to royalties. Receivables from third parties, for which we did not receive actual information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated. Volume estimates for wells with available historical actual data are based upon, (i) the historical actual data for the months the data is available or (ii) engineering estimates for the months the historical actual data is not available. Phoenix does not recognize revenues for wells with no historical actual data because we cannot conclude that it is probable that a significant revenue reversal will not occur in future periods. Pricing estimates are based upon actual prices realized in an area by adjusting the market price for the average basis differential from market on a basin-by-basin basis.

In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, which requires all leasing arrangements to be presented in the balance sheet as liabilities along with a corresponding asset. ASU 2016-02 does not apply to leases of mineral rights to explore for or use crude oil and natural gas. The ASU will replace most existing lease guidance in U.S. GAAP when it becomes effective. In January 2018, FASB issued ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, to provide an optional practical expedient to not evaluate existing or expired land easements that were not previously accounted for as leases under Topic 840. In July 2018, FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements, which provides for another transition method, in addition to the existing transition method, by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (i.e., comparative periods presented in the financial statements will continue to be in accordance with current U.S. GAAP (Topic 840, Leases)). The new standard becomes effective during the fiscal year ending December 31, 2022 and interim periods within the fiscal year ending December 31, 2023 and early adoption is permitted. Management is currently evaluating the impact that the adoption of this update will have on our financial statements and related disclosures.

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary schedules of reconciliation of earnings before income taxes, depreciation and amortization (EBITDA) to net income (loss) and selling, general, and administrative expenses are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

	2020	2019
ASSETS
Current Assets:
Cash	$169,982	$58,642
Other receivables	-	600
Total Current Assets	169,982	59,242

Oil and gas properties, at cost, using the successful method of accounting:
Proved properties	13,474,002	534,884
Unproven properties	515,276	-
Total Property and Equipment	13,989,278	534,884
Accumulated depletion	(2,993,286)	(6,894)
Net Property and Equipment	10,995,992	527,990

Other Assets:
Other receivables	21,419	-
Total Other Assets	21,419	-
Total Assets	$11,187,393	$587,232

LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:
Accounts payable (Note 5)	$3,092,871	$-
Accrued expenses	11,288	17,791
Line of credit	2,750,000	-
Current portion of notes payable	350,000	-
Current portion of deferred closings	668,377	-
Total Current Liabilities	6,872,536	17,791

Noncurrent Liabilities:
Notes payable	600,000	-
PPP loan	192,437	-
Deferred closings	426,341	-
Asset retirement obligation	23,048	-
Total Noncurrent Liabilities	1,241,826	-
Total Liabilities	8,114,362	17,791


Members' Equity	3,073,031	569,441
TOTAL LIABILITIES AND MEMBERS' EQUITY	$11,187,393	$587,232

	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$1,842,577	$(361,618)
Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
Depreciation, depletion, accretion and amortization	2,990,916	6,894
Asset retirement obligation	23,048	-
Gain on sale of assets	(2,828,819)	(154,861)
Changes in operating assets and liabilities:
Other current assets	600	(600)
Other assets	(21,419)	-
Accounts payable and accrued liabilities	3,086,962	17,791
Net cash flows from operating activities	5,093,865	(492,394)

CASH FLOWS FROM INVESTING ACTIVITES
Additions to oil and gas properties and leases	(20,911,545)	(1,020,923)
Proceeds from sale of assets	10,911,277	640,900
Net cash flows from investing activities	(10,000,268)	(380,023)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing of bank line of credit	2,750,000	-
Borrowing of notes payable	950,000	-
Borrowing of PPP loan	192,437	-
Member's contributions	737,766	1,406,059
Member's distributions	(707,178)	(475,000)
Decrease in deferred closings	1,094,718	-
Net cash flows from financing activities	5,017,743	931,059

Net change in cash	111,340	58,642
Cash, beginning of year	58,642	-
Cash, end of year	$169,982	$58,642

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Noncash owner contribution of oil and gas property	$630,425	$-
Cash paid during the period for interest	111,328	198
	$741,753	$198

Exhibit Number		Exhibit Description

(1)(a)		Form of Broker-Dealer Agreement by and between Dalmore Group LLC and Phoenix Capital Group Holdings, LLC

(2)(a)		Certificate of Formation of Phoenix Capital Group Holdings, LLC*

(2)(b)		Limited Liability Company Operating Agreement of Phoenix Capital Group Holdings, LLC, dated as of April 23, 2019, as amended+

(3)(a)		Form of Indenture between Phoenix Capital Group Holdings, LLC and UMB Bank, N.A.

(3)(b)		Form of Bond

(4)		Subscription Agreement

(6)(a)		Profits Interest Award Agreement, by and between Phoenix Capital Group Holdings, LLC and Kris Woods, dated as of August 1, 2019

(6)(b)		Profits Interest Award Agreement, by and between Phoenix Capital Group Holdings, LLC and Lindsey Wilson, dated as of April 23, 2019

(6)(c)		Profits Interest Award Agreement, by and between Phoenix Capital Group Holdings, LLC and Curtis Allen, dated as of February 1, 2020

(6)(d)		Credit Agreement, dated as of October 28, 2021, by and among Cortland Credit Lending Corporation, Phoenix Capital Group Holdings, LLC and the Guarantors

(11)(a)		Consent of Cherry Bekaert LLP

(11)(b)		Consent of Kaplan, Voekler, Cunningham & Frank, PLC**

(12)		Opinion of Kaplan, Voekler, Cunningham & Frank, PLC regarding legality of the Bonds

	Price to Investors	Broker-Dealer Fee (1)(2)	Proceeds to Company	Proceeds to Other Persons

Per Bond (2)	$1,000	$10	$990	$0
Maximum Offering Amount of Bonds (2)	$75,000,000	$750,000	$74,250,000	$0

Contents
OFFERING CIRCULAR SUMMARY	2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	6
RISK FACTORS	7
USE OF PROCEEDS	15
PLAN OF DISTRIBUTION	16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
GENERAL INFORMATION AS TO OUR COMPANY	25
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	32
ERISA CONSIDERATIONS	35
DESCRIPTION OF BONDS	37
LEGAL PROCEEDINGS	43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
MANAGER AND EXECUTIVE OFFICERS	45
EXECUTIVE COMPENSATION	47
INDEPENDENT AUDITORS	49
LEGAL MATTERS	50
WHERE YOU CAN FIND ADDITIONAL INFORMATION	51
INDEX TO FINANCIAL STATEMENTS	F-1

	Maximum Offering Amount*
	Amount	Percent
Gross offering proceeds	$75,000,000	100%
Less offering expenses:
Selling commissions(1)	$750,000	1%

Net Proceeds(2)	$74,250,000	99%

	Per Bond	Maximum Offering Amount
Offering:
Price to investor:	$1,000.00	$75,000,000
Less broker-dealer fee:	$10	$750,000
Remaining Proceeds:	$990	$74,250,000

	●	registered principals or representatives of our dealer-manager or a participating broker (and immediate family members of any of the foregoing persons);
	●	our employees, officers and directors or those of our manager, or the affiliates of any of the foregoing entities (and the immediate family members of any of the foregoing persons), any benefit plan established exclusively for the benefit of such persons or entities, and, if approved by our board of directors, joint venture partners, consultants and other service providers;

	●	clients of an investment advisor registered under the Investment Advisers Act of 1940 or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker-dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/broker-dealer); or

	●	persons investing in a bank trust account with respect to which the authority for investment decisions made has been delegated to the bank trust department.

Basin or Producing Region	Well Count
Bakken/Williston Basin	683
DJ Basin/Rockies/Niobrara	23
Permian Basin	19
Total	725

Estimated proved developed reserves	December 31, 20201
Oil (Bbl)	388,930
Natural Gas (Mcf)	785,041
Total (Boe)(6:1)2	519,770
Estimated proved undeveloped reserves
Oil (Bbl)	-
Natural Gas (Mcf)	-
Total (Boe)(6:1)2	-
Estimated proved reserves
Oil (Bbl)	388,930
Natural Gas (Mcf)	785,041
Total (Boe)(6:1)2	519,770
Percent proved developed	100%

	Six Months Ended	Year Ended December 31,
	June 30, 2021	2020	2019
Production Data:
Oil (Bbl)	66,711	122,538	493
Natural Gas (Mcf)	133,422	245,076	986
Total (Boe)(6:1) 1	88,948	163,384	657
Average daily production (Boe/d)(6:1)	491	448	3
Average Realized Prices:
Oil (Bbl)	$ 62.41	$ 45.87	$ 54.66
Natural Gas (Mcf)	$ 1.87	$ 0.68	$ 1.29
Average Unit Cost per Boe (6:1):
Production and ad valorem taxes	$ 3.88	$ 3.22	$ 2.43

	Mineral Interests 1
State	Developed Acreage	Undeveloped Acreage	Total Acreage
North Dakota	133,049	34,542	167,591
Colorado	2,559	3,838	6,397
Texas	2,557	1,279	3,836
	138,1652	39,659 3	177,824

(1) Includes both mineral and nonparticipating royalty interest
(2) Reflects mineral interest in approximately 138,165 total gross (1,115 net) developed acres.
(3) Reflects mineral interest in approximately 39,659 total gross (391 net) undeveloped acres.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership Acquirable	Percent of class
LLC Interests	Daniel Ferrari * 1983 Water Chase Drive, New Lenox, IL 60451	N/A	50%
LLC Interests	Charlene Ferrari * 1983 Water Chase Drive, New Lenox, IL 60451	N/A	50%

Name	Age	Position with our Company	Manager/Officer Since
Lindsey Brianne Wilson	36	Manager and Chief Operating Officer	April 2019
Curtis Roger Allen	36	Chief Financial Officer	February 2020
Kris Woods	35	Chief Technology Officer	August 2019
Sean Goodnight	46	Chief Acquisition Officer	June 2020
Justin Lee Arn	41	Chief Land and Title Officer	April 2020
Matt Willer	45	Vice President of Capital Markets	March 2021

Name	Position	Cash Compensation	Other Compensation	Total Compensation
Kris Woods	Chief Technology Officer	$150,000	(1)	$150,000
Lindsey Wilson	Manager and Chief Operating Officer	$114,000	(2)	$114,000
Curtis Allen	Chief Financial Officer	$108,000	(3)	$108,000

FINANCIAL STATEMENTS
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Members’ Equity	F-5
Statements of Cash Flows	F-6
Notes to the Financial Statements	F-7

SUPPLEMENTAL SCHEDULES
Reconciliation of Earnings Before Income Taxes, Depreciation and
Amortization (EBITDA) to Net Income (Loss)	F-17
Schedules of Selling, General, and Administrative Expenses	F-18

	June 30, 2021	June 30, 2020
REVENUES
Gain on sale of assets	$207,656	$2,012,038
Mineral and royalty revenues	5,336,850	3,064,521
Total revenues	5,544,506	5,076,559

OPERATING EXPENSES
Depreciation, depletion, accretion and amortization	1,531,886	1,180,458
Selling, general, and administrative expenses	813,006	741,500
Severance and ad valorem taxes	1,100,699	577,613
Payroll and payroll expenses	411,008	145,855
Contractors and professional fees	238,153	80,006
Gathering, transportation and marketing	63,272	34,264
Total operating expenses	4,158,024	2,759,696

Gain (loss) from operations	1,386,482	2,316,863

OTHER EXPENSES
Interest expense	(306,986)	(93)
Total other expenses	(306,986)	(93)

NET INCOME (LOSS)	$1,079,496	$2,316,770

	June 30, 2021	June 30, 2020
Balances, December 31 (preceeding year)	$3,073,039	$569,441
Contributions	670,000	1,135,267
Distributions	(150,000)	(475,875)
Net income	1,079,496	2,316,770
Ending balances	$4,672,535	$3,545,603

2021	$80,627
2022	69,864
2023	5,835
Total	$156,326

	June 30, 2021	June 30, 2020
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Guaranteed payments	$418,237	$512,177
Office supplies, equipment, and software	146,283	86,747
Rent	72,516	43,252
Bank charges and fees	54,460	-
Dues and subscriptions	5,767	27,157
Shipping, freight, and delivery	16,818	5,389
Other	98,925	66,778
Total selling, general, and administrative expenses	$813,006	$741,500

Years ended:
2021	$350,000
2022	400,000
2023	-
2024	200,000
	$950,000

REPORT OF INDEPENDENT AUDITOR	F-21

FINANCIAL STATEMENTS
Balance Sheets	F-23
Statements of Operations	F-24
Statements of Members’ Equity	F-25
Statements of Cash Flows	F-26
Notes to the Financial Statements	F-27

SUPPLEMENTAL SCHEDULES
Reconciliation of Earnings Before Income Taxes, Depreciation and
Amortization (EBITDA) to Net Income (Loss)	F-38
Schedules of Selling, General, and Administrative Expenses	F-39
Supplemental Oil and Natural Gas Disclousres - Unaudited	F-40

Balances, inception, April 23, 2019	$-
Contributions	1,406,059
Distributions	(475,000)
Net loss	(361,618)
Balances, December 31, 2019	569,441
Contributions	1,368,191
Distributions	(707,178)
Net income	1,842,577
Balances, December 31, 2020	$3,073,031

	2020	2019
Oil and natural gas properties, proved:
Williston Basin	$3,372,789	$534,884
Denver-Julesburg	10,077,673	-
Permian Basins	23,540	-
	13,474,002	534,884

Oil and natural gas properties, unproved:
Williston Basin	369,910	-
Denver-Julesburg	137,106	-
Permian Basins	8,260	-
	515,276	-
	$13,989,278	$534,884

	2020	2019
Asset retirement obligations at beginning of period	$-	$-
Additions	23,048	-
Accretions	-	-
Asset retirement obligations at end of period	$23,048	$-
Long-term portion	$23,048	$-

	Crude Oil (Bbl)	Natural Gas (Mcf)	Total (Boe)
Net proved reserves at April 23, 2019	-	-	-
Revisions of previous estimates	-	-	-
Purchases of minerals in place 2	29,119	54,772	38,248
Production	(493)	(986)	(657)
Net proved reserves at December 31, 2019	28,626	53,786	37,590
Revisions of previous estimates 1	(4,294)	(8,068)	(5,639)
Purchases of minerals in place 2	487,136	984,399	651,203
Production	(122,538)	(245,076)	(163,384)
Net proved reserves at December 31, 2020	388,930	785,041	519,770

	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2020
Total Revenue	$ 3,427,475	$ 1,649,083	$ 1,013,337	$ 2,457,355
Net Income	2,124,120	192,649	(729,957)	255,765
Total Assets	7,784,804	9,672,952	10,774,289	11,187,393
Total Liabilities	4,506,850	6,127,349	7,755,718	8,114,362
Total Equity	$ 3,277,954	$ 3,545,603	$ 3,018,571	$ 3,073,031
2019
Total Revenue	$ -	$ -	$ -	$ 194,286
Net Income	(179)	(74,746)	(218,974)	(67,719)
Total Assets	-	31,946	676,149	587,232
Total Liabilities	179	6,871	20,149	17,791
Total Equity	$ (179)	$ 25,075	$ 656,000	$ 569,441

	CLIENT: Phoenix Capital Group Holdings, LLC

	By:	/s/
	Name:	Lindsey Wilson
	Its:	Manager

	PHOENIX CAPITAL GROUP HOLDINGS, LLC a Delaware limited liability company

	By:	/s/
	Name:	Lindsey Wilson
	Its:	Manager

	UMB BANK, as Trustee

	By:	/s/
	Name:
	Title:

No. [●]		No. of 9.00% Bonds (the “Bonds”): [●] Principal Amount of the Bonds: $[●]
		Series: [●]

	PHOENIX CAPITAL GROUP HOLDINGS, LLC,
	a Delaware limited liability company
	By:	/s/
	Name:
	Its:	Authorized Signatory

	UMB Bank, N.A., as Trustee,

	By:	/s/
	Name:
	Its:	Authorized Signatory

MAILING ADDRESS	WIRE INSTRUCTIONS

Phoenix Capital Group Holdings, LLC	UMB Bank, N.A.
ATTN: Lindsey Wilson	ABA No: __________________
P.O. Box 363	Acct No: ___________________
El Segunda, CA 90245	Acct Name: __________________
	Ref: ___________________
Phone: (929) 207-3164	[Investor Name]
	Address: 1010 Grand Boulevard, 4TH Floor, Mail Stop 1020409,
	Kansas City, MO, 64106

Non-Custodial Ownership		Custodial Ownership
☐ Individual — One signature required. ☐ Joint Tenants with Rights of Survivorship — All parties must sign. ☐ Community Property — All parties must sign. ☐ Tenants in Common — All parties must sign. ☐ Uniform Gift to Minors Act — State of Custodian signature required. ☐ Uniform Transfer to Minors Act — State of Custodian signature required. ☐ Qualified Pension or Profit Sharing Plan — Include plan documents. ☐ Trust — Include title, signature and “Powers of the Trustees” pages. ☐ Corporation — Include corporate resolution, articles of incorporation and bylaws. Authorized signature required. ☐ Partnership — Include partnership agreement. Authorized signature(s) required. ☐ Other (Specify)— Include title and signature pages.		☐ Traditional IRA — Owner and custodian signatures required. ☐ Roth IRA — Owner and custodian signatures required. ☐ Simplified Employee Pension/Trust (SEP) — Owner and custodian signatures required. ☐ KEOGH — Owner and custodian signatures required. ☐ Other — Owner and custodian signatures required. Custodian Information (To be completed by custodian.)
		Name of Custodian:
		Mailing Address: City: State:
		Zip Code:
		Custodian Tax ID #:
		Custodian Account #:
		Custodian Phone #:

Individual/Beneficial Owner: (Please print name(s) to whom Bonds are to be registered.)
First, Middle, Last Name:	Social Security #:
Street Address:	City, State, Zip Code:
Daytime Phone #:	Date of Birth:
Citizenship (If Not a US Citizen, Specify Country):	E-mail Address:

Joint Owner: (If applicable)
First, Middle, Last Name:	Social Security #:
Street Address:	City, State, Zip Code:
Daytime Phone #:	Date of Birth:
Citizenship (If Not a US Citizen, Specify Country):	E-mail Address:

Trust: (Exactly as registered with the IRS)
Name of Trust:	Tax ID #: Date of Trust:
Name(s) of Trustee(s)*:	Name(s) of Beneficial Owner(s)*:
Beneficial Owner(s) Street Address:	City, State, Zip Code:
Social Security #:	Date of Birth:
Occupation:	E-mail Address:

Corporation/Partnership/Other: (Exactly as registered with the IRS)
Name of Entity:	Tax ID #: Date of Entity Formation:
Name(s) of Officer(s), General Partner or Authorized:	Additional Name of Authorized Person (if any):
Legal Street Address:	City, State, Zip Code:

Name of Financial Institution:	Your Bank’s ABA Routing #:
Your Account #:	Name on Account or FBO:
Brokerage Mailing Address:	City, State, Zip Code:
Account Type: ☐ Checking ☐ Savings ☐ Brokerage	City, State, Zip Code:


Signature of Individual/Trustee/Beneficial Owner		Date


Print Name


Signature of Joint Owner/Co-trustee		Date


Print Name


Signature – Firm Principal		Date


Print Name


Signature – Authorized Representative		Date


Print Name