PART II AND III

PART II— OFFERING CIRCULAR

PFG Fund V, LLC

(the “Company”)

Preliminary Prospectus dated_______________________________

The Company is hereby providing the information required by Part I of Form S-11 (17 9 CFR 239.18 and are following the requirements for a smaller reporting company as it meets the definition of that term in Rule 405 (17 CFR 230.405).

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 any such state. The Company may elect to satisfy its obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PFG Fund V, LLC (“PFG FUND V,” the “Fund,” the “Company” or “the Issuer”), a Colorado limited liability company, is offering, on a “best-efforts” basis up to $50,000,000 in principal amount (the “Offering”) of unsecured, non-convertible, fixed-rate promissory notes (the “Notes”) of PFG Fund V. The Offering will begin as soon as practicable following qualification of the Offering Statement and shall continue on a continuous and ongoing basis pursuant to Rule 251(d)(3)(i)(f). The Company’s principal executive offices are located at 10200 W 44th Ave Suite 220 Wheat Ridge, CO 80033.

This is our offering, and no public market currently exists for our Notes. The Company will be managed by Pine Financial Group, Inc. (the “Manager”), lead by Kevin Amolsch as outlined on Page 54. The Company has set a minimum investment requirement of $25,000, but may accept subscriptions for less or greater amount at the discretion of our Manager. Therefore, purchasers of our Notes qualified hereunder may be unable to sell their securities, because there may not be a public market for our securities. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

The Company is organized to conduct the following business: to make, purchase, originate, acquire, or sell loans secured by interests in real property located throughout the United States, with a primary focus in Colorado and Minnesota. The Company may also manage, remodel, develop, lease, renovate, repair, and/or sell real properties acquired through the Company’s lending activities, including, but not limited to, properties acquired through foreclosure and real estate owned (“REO”).

The Company is considered an “emerging growth company” under Section 101(a) of the Jumpstart Our Business Startups Act as it is an issuer that had total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year.

See the section entitled “RISK FACTORS” beginning on page 3 for a discussion of risks to consider before purchasing our Notes.

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE THE SECTION ENTITLED “RISK FACTORS.”

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES 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.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)((F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)((F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
EXEMPTIONS UNDER JUMPSTART OUR BUSINESS STARTUPS ACT	2
RISK FACTORS	3
DETERMINATION OF OFFERING PRICE	15
PLAN OF DISTRIBUTION	15
USE OF PROCEEDS	16
SELECTED FINANCIAL DATA	18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION	18
INVESTMENT POLICIES OF COMPANY	20
DESCRIPTION OF BUSINESS	23
TAX TREATMENT OF COMPANY AND ITS SUBSIDIARIES	33
SUMMARY OF NOTES	35
LEGAL PROCEEDINGS	38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	38
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	40
SELECTION, MANAGEMENT AND CUSTODY OF COMPANY’S INVESTMENTS	41
PRIOR PERFORMANCE	41
LIMITATIONS OF LIABILITY	61
FINANCIAL STATEMENTS	62
PART V — EXHIBITS	V-1

i

PROSPECTUS SUMMARY

This summary contains basic information about us and the Offering. Because it is a summary, it does not contain all the information that you should consider before investing. You should read the entire Prospectus carefully, including the risk factors and our financial statements and the related notes to those statements included in this prospectus. Except as otherwise required by the context, references in this prospectus to “we,” “our,” “us,” “The Company,” and “PFG Fund V,” refer to PFG Fund V, LLC

Some of our material risk factors include:

● There are certain risks related to COVID-19 in the lending market; another global shutdown could lead to losses in the lending market, including our own.

● If we cannot generate sufficient revenue and cease operations, you may lose your entire investment.

● We are highly dependent on our officers and directors.

● Investment in secured real estate lending is speculative and we will be highly dependent on the performance of the real estate market.

● Hard money lending of the type which we propose to engage in are higher risk than general real investment loans because these loans are based less on the creditworthiness of the borrower and more on the underlying collateral securing the loan. As such, hard money loans are subject to higher risks of default, which may affect our ability to make the payment obligations under the Notes.

● An Investor may request early redemption of its Note after 1-month, which may be granted by the Company based on availability of funds. An Investor may request redemption of its Note with 90 days notice without penalty subject to availability of cash on hand.

The Notes will be issued in the minimum amount of $25,000, but may be less or greater than $25,000 at the discretion of the Manager. The features of the Notes are as follows:

● The term of Notes is 60 months from the date of issuance.

● Fixed interest rate of 8% per annum, payable monthly.

● Early redemption request available after 1 month, without any penalty, subject to 90 days’ notice. The Company will accept such early redemption request subject to cash availability and business operations.

● Prior to maturity, the Noteholder must deliver a 90-day notice, or it will be subject to automatic renewal.

● The Company may call the Note prior to maturity in whole or in part, at any time or from time to time.

The Company will typically issue Notes on the same or next day, after deposit by the Company of the subscriber’s payment check or receipt of a wire transfer and the check or wire transfer is collected by the Company’s bank. See “SUMMARY OF NOTES” below. Interest shall be calculated on the basis of a 365-day year..

Investor may request early redemption of its Note at any time after the initial 1-month term by giving the Company at least 90 days prior written notice. The Company, subject to available funds, may return the funds to the Investor upon expiration of the 90-day notice period. An Investor may request redemption of its Note with 90 days’ notice without penalty subject to availability of cash on hand. The Company cash position and the availability of cash to return to investors is based on monies that are currently in a liquid account. The Company’s business is to make loans which are not liquid assets. If the Company’s money is in loans and there is not enough funds in a liquid account, the Company would need to wait until the funds became available either from interest it collects on loans or one or more of its loans paying off in full. If the Company does not have available funds to honor Investor’s redemption request upon expiration of the 90-day period, the Company will honor the redemption request and return the Investor’s funds as soon as cash becomes available to the Company. Such redemption will occur at a first-come, first-served basis.

1

The Company is offering the Notes directly to investors through its own employees on an ongoing and continuous basis. The Notes will be issued at their principal face value, without a discount, and are not being sold through commissioned sales agents or underwriters. See “PLAN OF DISTRIBUTION” below.

	Price to Public		Underwriting Discount and Commissions			Proceeds to Issuer or Other Persons
Per Note	$	25,000		0	%*	$	25,000
Total	$	50,000,000	$	0			50,000,000
Total Minimum	No minimum		$	0		No minimum
Total Maximum	$	50,000,000	$	0		$	50,000,000

_____________ 

*Although the Issuer does not currently have any agreement in place to sell the Notes through a licensed broker, the Issuer may consider engaging the services of a broker in the future.

Offering expenses to be borne by the Manager without consideration are estimated at approximately $17,500. These will be paid solely by the Manager and will not be passed down to the Company.

There will be no public market for the Notes. The Notes will not be transferable without the prior written consent of the Company. The Company’s consent will be withheld for reasons considered appropriate by the Company. These reasons may include the Company’s determination that such transfer might result in a violation of any state, Federal, or other applicable securities law. The Company reserves the right to withdraw or terminate the offering hereby at any time and may reject any offer to purchase Notes in whole or in part.

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Offering Statement has been qualified.

EXEMPTIONS UNDER JUMPSTART OUR BUSINESS STARTUPS ACT

We are an emerging growth company. An emerging growth company is one that had total annual gross revenues of less than $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. We would lose our emerging growth status if we were to exceed $1,070,000,000 in gross revenues. We are not sure this will ever take place.

Because we are an emerging growth company, we have the exemption from Section 404(b) of Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Under Section 404(b), we are now exempt from the internal control assessment required by subsection (a) that requires each independent auditor that prepares or issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. We are also not required to receive a separate resolution regarding either executive compensation or for any golden parachutes for our executives so long as we continue to operate as an emerging growth company.

We hereby elect to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1).

2

We will lose our status as an emerging growth company in the following circumstances:

● The end of the fiscal year in which our annual revenues exceed $1 billion.

● The end of the fiscal year in which the fifth anniversary of our IPO occurred.

● The date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt.

● The date on which we qualify as a large accelerated filer.

RISK FACTORS

Investors in PFG Fund V should be particularly aware of the inherent risks associated with our business. As of the date of this filing our management is aware of the following material risks.

General Risks Related to Our Business

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations, cash flows and financial condition.

In December 2019, COVID-19 was first reported in Wuhan, China, and on March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The outbreak has reached more than 160 countries and has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.

The impact of the COVID-19 pandemic and measures to prevent its spread could negatively impact our businesses in a number of ways. For example, if our borrowers find that such closings or lack of tenant payments effect their business, they may, in turn, elect to stop making payments on their loans. Further, if investors realize economic hardships due to the global pandemic, we may find it difficult to raise funds necessary to continue operations.

We are significantly dependent on Kevin Amolsch. The loss or unavailability of his services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your investment.

Our business plan is significantly dependent upon the abilities and continued participation of Kevin Amolsch. It would be difficult to replace Mr. Amolsch at such an early stage of development of PFG Fund V. The loss by or unavailability of Mr. Amolsch’s services would have an adverse effect on our business, operations and prospects, in that our inability to replace Mr. Amolsch could result in the loss of one’s investment. There can be no assurance that we would be able to locate or employ personnel to replace Mr. Amolsch, should his services be discontinued. In the event that we are unable to locate or employ personnel to replace Mr. Amolsch, we would be required to cease pursuing our business opportunity, which could result in a loss of your investment.

 Our financial statements have been prepared assuming a going concern qualification by our auditors.

Our independent registered public accounting firm in their report on the Company’s 2020 financial statements expressed substantial doubt about our ability to continue as a going concern since we have not generated revenues and will not generate any revenues unless we are able to raise capital from this or other offerings. Our ability to continue as a going concern is dependent upon our ability to obtain additional financing, commence operations, executed our business plan, and generate revenues greater than expenses.

You may not have the opportunity to evaluate our investments before we make them, which makes your investment more speculative.

You will be unable to evaluate the economic merit of our investments before we invest in them and will be entirely relying on the ability of Pine Financial Group, Inc., our Manager, to select our investments. Furthermore, our Manager will have broad discretion in implementing policies regarding tenant or mortgagor creditworthiness, and you will not have the opportunity to evaluate potential tenants, managers or borrowers. These factors increase the risk that your investment may not generate returns comparable to our competitors.

3

Our Manager will have complete control over the Company and will therefore make all decisions of which Noteholders will have no control.

Pine Financial Group, Inc., our Manager, shall make certain decisions without input by the Noteholders. Such decisions may pertain to employment decisions, including our Manager’s compensation arrangements, the appointment of other officers and managers, and whether to enter into material transactions with related parties.

Once the Notes are sold, the Company will have substantial indebtedness.

The substantial indebtedness of the Company could adversely affect its financial position and prevent it from fulfilling its obligations under the Notes. After this Offering, the Company will have a significant amount of indebtedness. The Company’s substantial indebtedness could have important consequences to any investor in the Notes. For example, it could:

● limit the Company’s ability to borrow additional funds or obtain additional financing in the future;

● limit the Company’s ability to provide loans;

● limit the Company’s flexibility to plan for and react to changes in its business and industry; and

● impair the Company’s ability to withstand a general downturn in its business and place it at a disadvantage compared to its competitors that are less leveraged.

In addition, the Company’s high level of debt requires it to dedicate a substantial portion of its cash flow to pay principal and interest on its debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

The Company may employ leverage, resulting in the Notes being subordinate to any debt incurred by the Company.

Any indebtedness incurred by the Company (e.g. through a credit line, borrowing from a financer, etc.) may expose the Noteholders to substantially greater risk. Any debt incurred by the Company will be senior to the Noteholders and will have priority of payment. If there are no sufficient cash flows generated from the operations of the Company and the Company has to pay Noteholders, it may affect the Company’s ability to make payment to Noteholders. In addition, leverage may involve restrictive covenants, interest obligations and other risks that are customary to organizations that employ leverage in financing their investments.

Financial failures of borrowers or the Company will hinder payments on the Notes.

An investment in the Notes, as in any type of security, involves insolvency and bankruptcy considerations that investors should carefully consider. If the Company becomes a debtor subject to insolvency proceedings under the bankruptcy code, it is likely to result in delays in the payment of the Notes and may delay enforcement remedies under the Notes. Provisions under the bankruptcy code or general principal of equity that could result in the impairment of an investor’s rights include the automatic stay, avoidance of preferential transfers by a trustee or debtor-in-possession, substantive consolidation, limitations of the ability to collect unmatured interest or attorneys’ fees and forced restructuring of the Notes.

The Notes may be recharacterized in the event the Company becomes insolvent which will lead to a loss for Noteholders/Investors.

Under any applicable law, the Notes have the risk of being recharacterized as equity interests in the Company, and the Investors thus being treated as owners of equity interests in the Company. In which case, in the case of insolvency or liquidation, the Investors, as owners of equity interests in the Company, may be treated as general creditors with last priority for purposes of liquidating distributions made in connection with insolvency.

4

The Company’s Manager, Pine Financial Group, Inc. and its CEO, Kevin Amolsch, have multiple conflicts of interest.

Kevin Amolsch, CEO of the Manager, is a principal of other entities and, as such, he may have a conflict of interest between his responsibility to manage the business to business loans of the Company for the benefit of the Investors and providing himself with a return on his investment in the Company. Pine Financial Group, Inc. is the manager to four other hard money funds. Pine Investments, LLC (“Pine Investments”) makes the type of loans contemplated by PFG Fund V in connection with this Offering. Pine Investments makes loans in both Colorado and Minnesota. The securities offered through Pine Investments are equity securities, with all profits payable to the members. Pine Financial Group, Inc does not currently taking a management fee in connection with its management duties with Pine Investments. The other funds managed by Pine Financial include PFG Fund IV, LLC, PFG Fund III, LLC and PFG Fund II, LLC. It makes loans similar to Pine Investments. Kevin Amolsch owns an LLC through which rental properties are held. That LLC, Advantage Homes, LLC, currently owns or controls 14 properties totaling 16 rental units.

Our CEO, Kevin Amolsch, will not devote his full working hours to the Company.

Mr. Amolsch will be free to manage and advise accounts other than the Company’s account, and may establish, operate, or provide services to, investment vehicles similar to the Company. While Mr. Amolsch will provide the Company with such time, care and attention as he reasonably believes is necessary for the successful operation of the Company, he will be under no obligation to spend any particular amount of time, care or attention on the business or operations of the Company.

Mr. Amolsch is active in other business endeavors. Accordingly, he will not devote his full attention to the operations of the Company, but will give such time as is reasonably necessary for the management of the affairs of the Company. Mr. Amolsch and any officers, managers, members, and employees of such persons may engage in transactions or investments, or cause or advise other customers to engage in transactions which may differ from, or be identical to, the transactions engaged in by the Company.

 The Company may suffer from a lack of capitalization.

Mr. Amolsch has made a nominal equity investment of $5,000 in the Company. Should the Company default on any of the payments due under the Notes; the Company will possess minimal equity capital and minimal assets in excess of the Investors’ investments. Furthermore, if the Notes are recharacterized as equity interests in the Company by judicial determination or other governmental determination, in the case of insolvency or liquidation, the Investors, as owners of equity interests in the Company, may be treated as general creditors with last priority for purposes of liquidating distributions made in connection with insolvency. With nominal capitalization, any liquidating distribution will be inadequate to return the Investors’ principal of their investments.

We may lack diversification due to limited to proceeds from Offering.

Our diversification will be limited by the number of Notes sold and by future income from operations. Thus, most or even all of our available funds may be invested in a limited number of specific income producing loans.

The notes are unsecured and we do not have an indenture agreement with any appropriate indentured trustee.

The Notes are unsecured obligations of the Company. In addition, the Notes are not subject to an indenture agreement and subsequently, the interests of potential investors will not be protected by an independent trustee.

Our Manager is entitled to 100% of the distributable cash of the Company on a monthly basis.

Our Manager is entitled to 100% of the distributable cash of the Company. The Manager may be paid this monthly. Since all of our distributable cash, with the exception of a minimal amount of retained earnings, will be distributed to our Manager, we may not have enough cash to redeem Notes upon request. Although our Notes are to be redeemed within 60 months, Noteholders do have a right to request redemption any time after 1-month. There is no sinking provision to honor such redemption requests and no guarantee, since we lack liquidity, that redemption requests will be honored.

5

The real estate lending business is highly competitive.

The real estate lending business is highly competitive. Due to the nature of real estate lending, our profitability resulting from that aspect of our business will depend to a large degree upon the future availability of secured loans. We will compete with investors unrelated to us, institutional lenders and others engaged in the real estate lending business, some of whom have greater financial resources and experience than we do. Because real estate lending is a highly competitive business and institutional or other lenders may have other advantages over us in conducting their business and providing services to potential borrowers.

Consumer and spending preferences may fluctuate

Our operating results may fluctuate significantly from time to time as a result of a variety of factors, including competitive investment structures, foreclosures, regional unemployment, interest rates, decrease in conventional lending, and general economic conditions. There is no assurance that our services will be successful in marketing or that the revenue will be significant.

We may be subject to litigation risks from borrowers

We will act in good faith and use reasonable judgment in selecting borrowers in its lending and real estate activities. However, as a lender, we are exposed to risks of litigation by borrower for any warranted or unwarranted allegations regarding the term of the loans or actions or representations that we make in making, managing, or foreclosing on subject properties. It is impossible to foresee the allegations borrowers will bring against us, but we will use our best efforts to avoid litigation. If we are required to incur legal fees and costs, it may adversely impact on having the ability to make payment on the Notes.

Borrower may default on its loans.

If borrowers default under the loan, we may have to undergo foreclosure and/or modify the loan with borrower to re-form such loan. In such instance, we may be unable to collect payment and unable to service the Notes.

We may be unable to comply with various regulations laid forth in various states.

Our business is subject to multiple laws including regulations applicable to note servicers. The lending industry is heavily regulated by laws governing lending practices at the federal, state, and local levels. In addition, proposals for further regulation of the financial services industry are continually being introduced. Failure to comply with these laws could lead to loss of the property, legal fees, and other unexpected costs that could adversely affect investments. These laws and regulations to which we are subject include those pertaining to:

● real estate settlement procedures;

● fair lending;

● compliance with federal and state disclosure requirements;

● debt collection;

● the establishment of maximum interest rates, finance charges, and other charges;

● secured transactions and foreclosure proceedings; and

private regulations providing for the use and safeguarding of non-public personal financial information of borrowers

Properties and/or loans may not be able to sell at its anticipated value.

Some properties and/or loans may not sell for the anticipated value. This may result in loss of principal and/or interest payment for the Noteholders.

6

There are unique risks associated with rehabilitation and construction loans

Rehabilitation loans involve particular risks, involving, among other things, the timeliness of the project’s completion, the integrity of appraisal values, whether or not the completed property can be sold for the amount anticipated, and the length of the ultimate sale process.

If rehabilitation work is not completed (due to contractor abandonment, unsatisfactory work performance, or various other factors) and all the loan funds have already been expended, then, in the event of a default, we may have to invest significant additional funds to complete rehabilitation work. Any such investment would be recuperated by us. If the value of an uncompleted property is materially less than the amount of the loan, even if the work were completed, then, upon a default, we might need to invest additional funds in order to recoup all or a portion of the investment. Default risks also exist when it takes a borrower longer than anticipated either to construct or resell the property, or if the borrower does not receive sufficient proceeds from the sale to repay the corresponding loan in full.

Participation in other loans may result in loss of control of the loans.

We may be participating in loans with other lenders. When participating in loans with other lenders, we may not have control over the determination of when and how to enforce a default. Depending on the terms of any participation agreement with the other lenders, other lenders may have varying amounts of input into such a decision-making process, including the ultimate decision-making power on if and when to enforce a default. If we participate with a lender an affiliate, it is possible that we would not be the lead lender.

We may be subject to diversification risks of our loan portfolio

We may participate in a limited number of loans and our lending activities may not be widely diversified. As a consequence, our aggregate return may be substantially adversely affected by the unfavorable performance of even a single investment. Our ability to diversify the risks of making investments will depend upon a variety of factors, including the size, characteristics, type and class of the investments being made, and with regard to short-term loans, the number and quality of borrowers in need of financing. We may not be able to make investments that would provide a desired level of diversification.

There are unique risks associated with commercial real estate market.

We may originate, purchase, make, or otherwise fund loans secured by commercial real properties. Concentration in commercial real property entails risks that are specific to the industry. For example, we may experience fluctuations in occupancy rates, rent schedules, and operating expenses, among other factors, which can adversely affect operating results of the commercial real property and the borrower’s ability to make payments on the loans. Operating performance will also depend on adverse changes in local population trends, market conditions, neighborhood values, national, regional or local economic and social conditions, federal, state or local regulations, controls or fiscal policies, including those affecting rents, prices of goods, fuel and energy consumption, environmental restrictions, real estate taxes, zoning and other factors affecting real property. Additionally, there may be a need for capital improvements and repairs, accounting for inflation, financial condition and profitability of tenants, uninsured losses, acts of nature such as floods and earthquakes, and other risks. Some or all of these factors may also affect the financial condition of borrower’s on loans secured by commercial real property and thus their ability to make payments on these loans.

In addition, in the event a borrower defaults on a loan and lacks sufficient assets to satisfy our loan, we may suffer a loss of principal or interest. In the event a borrower declares bankruptcy, we may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. If a borrower defaults on our loan or on debt senior to our loan, or in the event of a borrower bankruptcy, our loan will be satisfied only after the senior debt is paid in full. Where debt senior to our loan exists, the presence of intercreditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill periods”), and control decisions made in bankruptcy proceedings relating to borrowers.

7

There are risks associated when selling loans, including buy-back clauses.

We may participate in the sale of loans with affiliates or third-parties, including institutions. In certain sales contracts there may be a buy-back clause which may be enforced by the purchaser of the loans, in the event that we breach a representation or warranty contained in such sale agreement. In that instance, we may be forced to repurchase one or more loans sold to the purchaser. The br each of a representation or warranty by our ability to originate new loans, collect fees, and strip interest income which we use to fund its operations and interest payment to the Noteholders.

We may not hold all required licenses.

We believe that we have either obtained the licenses necessary for (or are exempted from) participating lawfully in the business of busines-purpose lending in each state in which we plan to make loans prior to commencing operations. This means that we may believe that our practice in a particular state are compliant with our current regime, it is possible that the regime may come under question from such state(s) or other regulatory authorities. We intend to monitor such regulatory activity closely, but we may fail to correctly or adequately anticipate regulatory actions in this developing arena.

Each state have their state usury laws.

Depending on the state, loans arranged by or through a mortgage lending licensee are generally exempt from the otherwise applicable state’s usury limitation. Should this exemption be repealed, we may no longer be able to originate loans in excess of the usury limit, potentially reducing its return on investment or forcing it to limit its lending or investing activities. In addition, some states have maximum interest rates that may be charged on a loan by a lender. If we were to exceed the maximum interest rate allowed by law in any of those states, it could become subject to penalties and fees, thus potentially reducing our return on its investment on a loan, or forcing us to limit its lending or investing activities.

There are general risks associated with real estate ownership

There is no assurance that our owned properties will be profitable or that cash from operations will be available for payment to Noteholders. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of property interests. The marketability and value of our properties will depend upon many factors beyond our control, including, without limitation:

● changes in general or local economic conditions;

● changes in supply or demand for competing properties in a geographical area (e.g., as a result of over-building);

● changes in interest rates;

● the promulgation and enforcement of governmental regulations relating to land use and zoning restrictions, environmental protection, and occupational safety;

● condemnation and other taking of property by the government;

● unavailability of mortgage funds that may increase borrowing costs and/or render the sale of a property difficult;

● unexpected environmental conditions;

● the financial condition of tenants, ground lessees, ground lessors, buyers, and sellers of properties;

● changes in real estate taxes and any other operating expenses;

● energy and supply shortages and resulting increases in operating costs or the costs of materials and construction;

● various uninsured, underinsured, or uninsurable risks (such as losses from terrorist acts), including risks for which insurance is unavailable at reasonable rates or with reasonable deductibles; and

● imposition of rent controls.

8

There are risks associated with underdeveloped properties

We may invest primarily in existing properties that require varying degrees of development. In addition, some properties may be under construction or under contract to be developed or redeveloped. Properties that involve development or redevelopment will be subject to the general real estate risks described above, and will also be subject to additional risks, such as unanticipated delays or excess costs due to factors beyond our control. These factors may include (without limitation):

● strikes;

● adverse weather;

● earthquakes and other “force majeure” events;

● changes in building plans and specifications;

● zoning, entitlement, and regulatory concerns, including changes in laws, regulations, elected officials, and government staff;

● material and labor shortages;

● increases in the costs of labor and materials;

● changes in construction plans and specifications;

● rising energy costs;

● delays caused by the foregoing (which could result in unanticipated inflation, the expiration of permits, unforeseen changes in laws, regulations, elected officials and government staff, and losses due to market timing of any sale that is delayed); and

● delays in completing any development or renovation project will cause corresponding delays in the receipt of operating income and, consequently, the distribution of any cash flow by the Company with respect to such property.

Contaminated Properties may adversely affect us

We presently do not intend to originate and/otherwise invest in loans secured by properties with known environmental conditions. Notwithstanding the foregoing, in the event a property is found to have environmental conditions and/or is contaminated after we have acquired and/or originated such loan, we may be required to take steps to complete the remediation of such property (or properties), in order to be able to sell the property to a third-party. We would plan to use contractors, service providers, and/or Affiliates to help us in evaluating, servicing, and managing issues associated with contaminated properties, who will be covered under their own insurance policies. However, costs related to remediating such properties will likely negatively impact our business operations, as unanticipated costs may arise.

In addition, if toxic environmental contamination is discovered to exist on a property underlying a corresponding loan, it might affect the borrower’s ability to repay the corresponding loan, and we could suffer from a devaluation of the loan security. To the extent that we are forced to foreclose and/or operate such a property, potential additional liabilities include reporting requirements, remediation costs, fines, penalties, and damages, all of which would adversely affect the likelihood that Noteholders would receive a return of capital on their Notes.

Of particular concern may be those properties that are, or have been, the site of manufacturing, industrial, or disposal activity. These environmental risks may give rise to a diminution in value of the security property or liability for clean-up costs or other remedial actions. This liability could exceed the value of the real property or the principal balance of the related mortgage loan. For this reason, we may choose not to foreclose on contaminated property rather than risk incurring liability for remedial actions.

Under the laws of certain states, an owner’s failure to perform remedial actions required under environmental laws may give rise to a lien on mortgaged property to ensure the reimbursement of remedial costs. In some states this lien has priority over the lien of an existing mortgage against the real property. Because the costs of remedial action could be substantial, the value of a mortgaged property as collateral for a mortgage loan could be adversely affected by the existence of an environmental condition giving rise to a lien.

The state of the law is currently unclear as to whether, and under what circumstances clean-up costs, or the obligation to take remedial actions, can be imposed on a secured lender. If a lender does become liable for cleanup costs, it may bring an action for contribution against the current owners or operators, the owners or operators at the time of on-site disposal activity, or any other party who contributed to the environmental hazard, but these persons or entities may be bankrupt or otherwise judgment-proof. Furthermore, an action against the borrower may be adversely affected by the limitations on recourse in the loan documents, pursuant to state law.

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Compliance with the Americans with Disabilities Act and Other Changes in Governmental Rules and Regulations

Under the Americans with Disabilities Act of 1990 (“ADA”), all public properties are required to meet certain federal requirements related to access and use by disabled persons. Properties acquired by us may not be in compliance with the ADA. If a property is not in compliance with the ADA, then we may be required to make modifications to such property to bring it into compliance, or face the possibility of imposition, or an award, of damages to private litigants. In addition, changes in governmental rules and regulations or enforcement policies affecting the use or operation of the properties, including changes to building, fire, and life-safety codes, may occur, which could have adverse consequences to the Noteholders.

Dodd-Frank Wall Street Reform and Consumer Protection Act (amending the Federal Truth in Lending, Real Estate Settlement Procedures, and Equal Credit Opportunity Acts)

Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) created the Consumer Financial Protection Bureau (“CFPB”) and transferred regulatory and rulemaking authority for the federal laws regulating consumer mortgage lending to the CFPB. Title XIV of Dodd-Frank, the Mortgage Reform and Anti-Predatory Lending Act, provides for substantial amendments to the statutes and regulations which govern consumer-purpose loans secured by one to four residential properties.

Many of the final rules implementing the Dodd-Frank amendments took effect in January 2014. In part, the new rules require creditors to document and verify a consumer’s ability to repay the mortgage loan; require appraisals for all higher-cost and high cost loan transactions; restrict prepayment penalties on higher-cost loans and prohibit them on high-cost loans; require creditors to establish escrow accounts for all higher-cost and high-cost loan transactions; and require creditors to obtain written certification that a consumer has received homeownership counseling prior to closing a high-cost mortgage loan. Failure to comply with the new rules implemented in Regulation Z may subject us to, among other things, rescission of the loan and a loss of all finance charges and fees paid by the consumer.

Risks Related to Tenancy and Leaseholds

We may own and hold commercial real properties as a result of the Company’s lending activities, including REOs. Although we intend to divest these properties as soon as practicable, that may not always be the case, and we may have to manage the property and lease to tenants until sold. In such instances, there are risks associated with certain aspects of leases, including, without limitation:

● Tenancy bankruptcy;

● Cost of unlawful detainer and lessor remedies, including, breach of lease agreement covenants;

● Risks of noncompliant eviction;

● Contest of leases related to businesses and/or franchisees;

● Unintended consequences of remedies provided under the lease agreements, including, borrower defaults; and

● Occupancy risks, such that the real property may fail to stabilize and/or generate income.

All of the above risks will hinder the interest payment on the Notes.

Borrower fraud will substantially and adversely affect our business operations

Borrowers and property developers supply a variety of information regarding the current rental income, property valuations, market data, and other information. We attempt to verify much of the information provided, but as a practical matter, cannot verify all of it, which may result in the information being incomplete, inaccurate, or intentionally false. Borrowers and developers may also misrepresent their intentions for the use of investment proceeds. We may not verify any statements by applicants as to how proceeds are to be used. If a borrower or developer supplies false, misleading, or inaccurate information, Noteholders may lose all or a portion of the investment in the loans.

When we finance a loan, its primary assurances that the financing proceeds will be properly spent by the borrower or developer are the contractual covenants agreed to by the borrower or developer, along with their business history and reputation. Should the proceeds of a financing be diverted improperly, the borrower or developer might become insolvent, which could cause the Noteholders to lose their entire investment.

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Risks Related to the Notes and Real Estate Business in General

The profitability of lending activities is uncertain.

Because the majority of loans we intend to issue are hard money loans, we will be subject to a higher degree of risk than if we provided traditional loans. Hard money loans are subject to higher risks of default. A hard money loan is made based more on the collateral (i.e., property) to secure the loan than on the credit worthiness of the borrower. Instead of evaluating a loan’s risk based on a borrower’s financial position, we will look more to the asset backing the loan. As a result, traditional hard money borrowers may not qualify for traditional loans and have to turn to hard money lenders for funding. By their nature, these borrowers are at higher risk of default. As a result, we may be subject to a higher risk of default, which will result in costs of foreclosure to recoup the principal of the loan. If we have difficulty foreclosing on the property securing the loan or if we are caught in a down market and are unable to resell the property at a sufficient price to recoup the principal of the loan, we will experience a loss on the subject loan, which will affect our ability meet our payment obligations on the Notes.

There is a risk of default on any of the loans we make.

We are lending to borrowers that are providing notes that are secured by real estate. Because real estate investments are relatively illiquid, our ability to vary our portfolio promptly in response to economic or other conditions will be limited. The foregoing and any other factor or event that would impede our ability to respond to adverse changes in the performance of our investments could have an adverse effect on our financial condition and results of operations. If we experience higher levels of defaults, delinquencies or losses from loans we issue than we anticipate, our profitability may be impaired. In the event that our portfolio of loans funded by the Proceeds of this Offering experience greater defaults, higher delinquencies or higher net losses than anticipated, our income could be negatively affected and our ability to distribute profits could be impaired.

This offering is a blind pool offering, and therefore, Investors will not have the opportunity to evaluate some of our investments before we make them, which makes investments more speculative.

We will seek to invest substantially all of the net offering proceeds from this Offering, after the payment of fees and expenses, in the acquisition of or investment in interests in assets. However, because, as of the date of this Offering, we have not identified the assets we expect to acquire and because our Investors will be unable to evaluate the economic merit of assets before we invest in them, they will have to rely on the ability of our Manager to select suitable and successful investment opportunities. These factors increase the risk that our Investors’ investment may not generate returns comparable to our competitors.

Should a tax deed sale occur on a property securing one of our loans, the lien securing the Company’s investment could be removed from the subject real estate.

In the event a tax deed sale occurs on the subject real estate, the Company’s interest in the subject real estate may be eliminated. The Company will mitigate this risk by monitoring delinquent tax deadlines and expending capital to resolve issues before they lead to a tax deed sale.

We may not maintain a sinking fund for the purposes of redemption at maturity.

We may not maintain a sinking fund for purposes of redemption, or otherwise. Accordingly, we may have inadequate cash from operations to redeem Notes as they mature.

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The Company will reserve the right to prepay the Notes.

The Company reserves the right to make early repayment to any and all Investors before the maturity date set forth in the Notes without any additional payment or fee to the Investor. This means the Company has the right to hold the Investor’s money until the end of the maturity date set forth on the Notes or to make early repayment at its discretion without any penalty.

The Notes are arbitrarily valued.

The interest rates associated with each promissory note is arbitrarily assigned by the Company. It is not influenced by appraisals, licensed broker advice, legal counsel, and/or any other form of qualified evaluation.

The Notes are subject automatic renewal.

Unless the Noteholder elects to opt out of renewal by delivering a notice, the Notes will renew. In such event, the Noteholder will be subject to the same terms and conditions.

The underlying property which secures our interest on a particular hard money loan may be insufficient.

If we are forced to foreclose on a defaulted loan, the proceeds from the foreclosure of the underlying property securing the loan may be inadequate to cover the principal amount of the loan resulting in loss and our income could be negatively affected and our ability to distribute profits could be impaired.

We will be subject to the risks associated with interest rate fluctuations.

If interest rates rise above the average interest rate being earned by our loan portfolio or if interest rates rise such that the real estate market becomes depressed, your investment may be adversely affected. Real estate lending rates are subject to abrupt and substantial fluctuations. If prevailing interest rates rise above the average interest rate being earned by our loan portfolio, investors may wish to liquidate their investment in order to take advantage of higher returns available from other investments but may be unable to do so.

 The lending business is a highly regulated industry. If we do not comply with applicable regulations, we could be subject to fines or other regulatory actions.

Our failure to comply with all applicable state regulations governing the making of loans to borrowers in a particular state, including regulations concerning a lender’s advertising and marketing efforts, and the proper securitization or our loans could impact our ability to fund or enforce our loans in that state, which would have an adverse impact on our profitability. States may have differing regulations and rules that govern the activities of lenders who make loans to borrowers within that state. These regulations and rules may affect, among other things, the nature of advertising and other marketing efforts that a lender can engage in to solicit borrowers and the manner in which loans are closed and serviced. Our Managers will undertake efforts to comply with all applicable regulations and rules in each state that govern our lending activities in that state. If we fail to comply with all such regulations and rules in any particular state, it could impact our ability to fund or enforce our loans in that state, and thus adversely impact our yield.

We may be subjected to accounting and collecting errors.

If we experience problems with our accounting and collection systems, our ability to pay interest on the Notes may be impaired. Potential problems with our in-house loan accounting and collection systems could materially and adversely affect our collections and cash flows. Any significant failures or defects with our accounting and collection systems could adversely affect our results of operations, financial conditions and cash flows and our ability to distribute profits to the Members and Noteholders.

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Risks Related to Our Corporate Structure

Investors will not receive the benefit of the regulations provided to real estate investment trusts or investment companies.

We are not a real estate investment trust and enjoy a broader range of permissible activities. Under the Investment Company Act of 1940, an “investment company” is defined as an issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

We intend to operate in such manner as not to be classified as an “investment company” within the meaning of the Investment Company Act of 1940 as we intend on primarily holding real estate. The management and the investment practices and policies of ours are not supervised or regulated by any federal or state authority. As a result, investors will be exposed to certain risks that would not be present if we were subjected to a more restrictive regulatory situation.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted

If we are ever deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions including:

• restrictions on the nature of our investments; and

• restrictions on the issuance of securities.

In addition, we may have imposed upon us certain burdensome requirements, including:

• registration as an investment company;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

The exemption from the Investment Company Act of 1940 may restrict our operating flexibility. Failure to maintain this exemption may adversely affect our profitability.

We do not believe that at any time we will be deemed an “investment company” under the Investment Company Act of 1940 as we do not intend on trading or selling securities. Rather, we intend to hold and manage real estate. However, if at any time we may be deemed an “investment company,” we believe we will be afforded an exemption under Section 3(c)(5)(C) of the Investment Company Act of 1940, as amended (referred to in this Offering as the “1940 Act”). Section 3(c)(5)(C) of the 1940 Act excludes from regulation as an “investment company” any entity that is primarily engaged in the business of purchasing or otherwise acquiring “mortgages and other liens on and interests in real estate”. To qualify for this exemption, we must ensure our asset composition meets certain criteria. Generally, 55% of our assets must consist of qualifying mortgages and other liens on and interests in real estate and the remaining 45% must consist of other qualifying real estate-type interests. Maintaining this exemption may adversely impact our ability to acquire or hold investments, to engage in future business activities that we believe could be profitable, or could require us to dispose of investments that we might prefer to retain. If we are required to register as an “investment company” under the 1940 Act, then the additional expenses and operational requirements associated with such registration may materially and adversely impact our financial condition and results of operations in future periods.

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Insurance Risks

We may suffer losses that are not covered by insurance.

The geographic areas in which we lend may be at risk for damage to property due to certain weather-related and environmental events, including such things as severe thunderstorms, flooding, tornadoes, snowstorm, and sinkholes. To the extent possible, the Manager may but is not required to attempt to acquire insurance against fire or environmental hazards. However, such insurance may not be available in all areas, nor are all hazards insurable as some may be deemed acts of God or be subject to other policy exclusions.

The Manager expects to obtain a lender’s title insurance policy and will require that owners of property securing its loans maintain hazard insurance naming the Company as the beneficiary. All decisions relating to the type, quality and amount of insurance to be placed on property securing its loans will be made exclusively by the Manager. Certain types of losses that may impact the security for the loans could be of a catastrophic nature (due to such things as ice storms, tornadoes, wind damage, hurricanes, earthquakes, landslides, sinkholes, and floods), some of which may be uninsurable, not fully insured or not economically insurable. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full prevailing market value or prevailing replacement cost of the underlying property. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it unfeasible to use insurance proceeds to replace the underlying property once it has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the property, leaving the Company without security for its loans.

Furthermore, an insurance company may deny coverage for certain claims, and/or determine that the value of the claim is less than the cost to restore the property, and a lawsuit could have to be initiated to force them to provide coverage, resulting in further losses in income to the Company. Additionally, properties securing the loans may now contain or come to contain mold, which may not be covered by insurance and has been linked to health issues.

Further, when a borrower defaults on a loan, it is likely they will allow their hazard insurance to lapse. The Manager will attempt to obtain its own insurance policies on such properties, to the extent such lender’s policies are available, but it is possible that some of the properties securing the loan may be uninsured for a period of time or uninsurable. If damage occurred during a time when a property was uninsured, the Company may suffer a loss of its security for a loan.

Risks Related to Taxes

Tax consequences will vary from investor to investor. Individual Noteholders are encouraged to consult a tax professional prior to investing.

There are risks associated with the tax aspects of an investment in the Company that are complex and will not be the same for all prospective investors. Each prospective investor is advised to consult its own tax advisors before investing in the Company.

The Officers believe that the Company’s debt should be classified as a bond purchase, and to that end the Officers fully expect that the interest payments will be considered ordinary income and subject to the progressive tax system and tax rate that applies to the Investor.

Potential investors should also be aware that the Company is not a so-called “tax shelter” investment intended to generate net losses that could be used to offset income from other sources. It is, therefore, expected that the cash distributions to investors generated from the Company’s activities will not be classified by the IRS as “passive” income, notwithstanding the general rule that income derived by an Investor is passive in nature. As a result, it is expected that an Investor will not be able to use passive losses from other sources to offset Company interest payments.

Federal and state tax laws are changing continuously as a result of new legislation, new regulations, and new administrative and judicial pronouncements. These changes may affect the Company and its Investors. All tax matters affecting the Company and, through it, its Investors, are and will be subject to such change. Potential Investors should discuss the particular tax implications for them of any investment in the Company with their tax advisors. See “TAX TREATMENT OF COMPANY AND ITS SUBSIDIARIES.”

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Unforeseen Circumstances

While we have enumerated certain material risk factors herein, it is impossible to know all risks which may arise in the future. In particular, Noteholders may be negatively affected by changes in any of the following: (i) laws, rules and regulations; (ii) regional, national and/or global economic or health factors and/or real estate trends; (iii) the capacity, circumstances and relationships of our partners; (iv) general changes in financial or capital markets, including (without limitations) changes in interest rates, investment demand, valuations or prevailing equity or bond market conditions; or (v) the presence, availability, or discontinuation of real estate and/or housing incentives.

We continuously encounter changes in its operating environment, and we may have fewer resources than many of its competitors to continue to adjust to those changes. Our operating environment is undergoing rapid changes, with frequent introductions of laws, regulations, competitors, market approaches, and economic impacts. Future success will depend, in part, upon the our ability to address the needs of its borrowers, sponsors, and clients by adapting to those changes and providing products and services that will satisfy the demands of their respective businesses and projects. Many of the competitors have substantially greater resources to adapt to those changes. We may not be able to effectively react to all of the changes in its operating environment or be successful in adapting its products, services, and approach.

THE FOREGOING LIST OF RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST REPRESENT A COMPLETE EXPLANATION OF THE MATERIAL RISKS AND OTHER FACTORS INVOLVED IN THIS OFFERING. POTENTIAL INVESTORS SHOULD READ THIS OFFERING STATEMENT IN ITS ENTIRETY BEFORE DECIDING TO INVEST IN THE COMPANY.  

DETERMINATION OF OFFERING PRICE

Our Offering Price is arbitrary with no relation to value of the company. This Offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the Notes offered under this offering.

If the maximum amount of Notes are sold under this Offering, the purchasers under this Offering will own 100% of the Notes outstanding.

If the minimum amount of Notes are sold under this Offering, the purchasers under this Offering will own 100% of the Notes outstanding.

The Manager believes that if the maximum amount of the Notes are sold under this Offering, the price per Note value will be $25,000 per Note for a total of $50,000,000.

PLAN OF DISTRIBUTION

PDF Fund V intends to offer its Notes on a continuous and ongoing basis pursuant to Rule 251(d)(3)(i)(f). The Offering will open upon qualification by the SEC.

The Notes are self-underwritten and are being offered and sold by PFG Fund V on a “best efforts” basis. No compensation will be paid to PFG Fund V, PFG Fund V’ Manager, or any affiliated company or party with respect to the sale of the Notes. This means that no compensation will be paid with respect to the sale of the Notes to Kevin Amolsch or his companies. We are relying on Rule 3a4-1 of the Securities Exchange Act of 1934, Associated Persons of an Issuer Deemed not to be Brokers. The applicable portions of the rule state that associated persons (including companies) of an issuer shall not be deemed brokers if they a) perform substantial duties at the end of the offering for the issuer; b) are not broker dealers; and c) do not participate in selling securities more than once every 12 months, except for any of the following activities: i) preparing written communication, but no oral solicitation; or ii) responding to inquiries provided that the content is contained in the applicable registration statement; or iii) performing clerical work in effecting any transaction. Neither PFG Fund V, its Manager, nor any affiliates conduct any activities that fall outside of Rule 3a4-1 and are therefore not brokers nor are they dealers.

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PFG Fund V plans to primarily use Pine Financial Group, Inc.’s and Kevin Amolsch’s current network of real estate investors of which he already has a pre-existing relationship to solicit investments. PFG Fund V, subject to Rule 255 of the 33 Act and corresponding state regulations, is permitted to generally solicit investors by using advertising mediums, such as print, radio, TV, and the Internet. PFG Fund V plans to solicit investors using the Internet through a variety of existing internet advertising mechanisms, such as search based advertising, search engine optimization, and the Company website.

Please note that PFG Fund V will not communicate any information to prospective investors without providing access to the Offering. The Offering may be delivered through the website that is not yet developed, through email, or by hard paper copy.

However received or communicated, all of our communications will be Rule 255 compliant and not amount to a free writing prospectus. We will not orally solicit investors and no sales will be made prior to this offering statement being declared qualified and a final Offering is available. The screens within the PFG Fund V website will be PFG Fund V project specific, including the “Home,” “How PFG Fund V Works,” “Invest,” “Blog,” and “FAQ” pages. The policies, management, and contact sections will also be PFG Fund V specific.

Prior to the acceptance of any investment dollars or Subscription Agreements, PFG Fund V will determine which state the prospective investor resides. Investments will be processed on a first come, first served basis, up to the Offering Amount of $50,000,000.

The Offering Period will commence upon the Offering Statement being declared qualified.

PFG Fund V is a statutory underwriter and will be required to comply with all obligations imposed on statutory underwriters under the 33 Act. No sale will be made to a prospective investor if the aggregate purchase price payable is more than 10% of the greater of the prospective investor’s annual income or net worth. Different rules apply to accredited investors and non-natural persons.

Quarterly, the Manager will report to the Members and will supplement this Offering with material and/or fundamental changes to our operations. Upon request, we will also provide updated financial statements to all Note holders and prospective Note holders.

In compliance with Rule 253(e) of Regulation A, the Manager shall revise this Offering Statement during the course of the Offering whenever information herein has become false or misleading in light of existing circumstances, material developments have occurred, or there has been a fundamental change in the information initially presented. Such updates will not only correct such misleading information but shall also provide update financial statements and shall be filed as an exhibit to the Offering Statement and be requalified under Rule 252.

USE OF PROCEEDS

The net proceeds to us from the sale of up to $50,000,000 in Notes offered will vary depending upon the total number of Notes sold. Our Manager has agreed to bear the costs associated with this Offering and therefore, those costs are not reflected in this Use of Proceeds table. The table below shows the intended net proceeds from this offering, indicating scenarios where we sell various amounts of the Notes. There is no guarantee that we will be successful at selling any of the securities being offered in this Offering. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

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The offering scenarios presented below are for illustrative purposes only and the actual amounts of proceeds, if any, may differ.

		Minimum		10%		25%		50%		75%		100%
Gross Proceeds	$	25,000	$	5,000,000	$	12,500,000	$	25,000,000	$	37,500,000	$	50,000,000
Offering Expenses1	$	-	$	-	$	-	$	-	$	-	$	-
Selling Commissions & Fees2	$	-	$	-	$	-	$	-	$	-	$	-
Net Proceeds	$	25,000	$	5,000,000	$	12,500,000	$	25,000,000	$	37,500,000	$	50,000,000
Funding Real Estate Loans/Lending Activities3	$	23,500	$	4,970,000	$	12,450,000	$	24,875,000	$	37,250,000	$	49,700,000
Working Capital4	$	500	$	25,000	$	25,000	$	100,000	$	200,000	$	250,000
Legal and Accounting	$	1,000	$	5,000	$	15,000	$	25,000	$	50,000	$	50,000
Total Use of Proceeds	$	25,000	$	4,970,000	$	12,450,000	$	24,875,000	$	37,250,000	$	4,9700,000

(1)	These costs assume the costs related with completing this Form 1-A as well as those costs related to the services our legal costs at $17,500. These will be borne by the Manager and will not be passed to the Company. To date, the Manager’s contributions have been $5,000 and was used to purchase the LLC Interests of the Company. It is the intent of Manager to provide for these offering expenses in exchange for LLC Interests in the Company.
(2)	The Company does not intend on paying selling commissions or fees. In the event that the Company enters into an agreement with a licensed broker dealer, this Offering and Use of Proceeds table will be amended accordingly.
(3)	We plan to lend to borrowers in accordance with the business plan stated herein, with the proceeds from this Offering.
(4)	Costs for accounting and legal fees for the next 12 months.

The Use of Proceeds sets forth how we intend to use the funds under the various percentages of the related offering. All amounts listed are estimates.

As of the date of this Offering Circular, the Manager has paid for all of the expenses on behalf of the Company and the balance will be paid by the Manager regardless of the number of Notes sold. Our Offering expenses are comprised of legal and accounting expenses, SEC and EDGAR filing fees. Our Manager will not receive any compensation for their efforts in selling our Notes.

We will pay the offering expenses regardless of the amount of Notes we sell. We intend to use the proceeds of this offering in the manner and in order of priority set forth above. We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this Offering, we will issue an amended Offering reflecting the new uses.

In all instances, after the qualification of this Form 1-A, the Company will need some amount of working capital to maintain its general existence and comply with its reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.

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SELECTED FINANCIAL DATA

The following summary financial data should be read in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION” and the Financial Statements and Notes thereto, included elsewhere in this Offering. The statement of operations and balance sheet data from inception through the period ended November 30, 2020 are derived from our audited financial statements.

	At November 30, 2020
TOTAL ASSETS	$	5,000
LIABILITIES AND MEMBERS’ EQUITY
TOTAL LIABILITIES	$	0
TOTAL MEMBERS’ EQUITY	$	5,000
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	5,000

	Period Ended November 30, 2020
Revenues	$	0
Expenses	$	0
Net Income (Loss)	$	(0	)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.

Critical Accounting Policies

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to take advantage of this extended transition period, and thus, our financial statements may not be comparable to those of other reporting companies. Accordingly, until the date we are no longer an “emerging growth company” or affirmatively opt out of the exemption, upon the issuance of a new or revised accounting standard that applies to our financial statements and has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

OVERVIEW

PFG Fund V, LLC is an emerging growth company which was formed on August 26, 2020. We intend on generating revenues in two ways: from quick turnaround assets and long-term hold investments.

We have no plans to change our business activities or to combine with another business, and we are not aware of any events or circumstances that might cause our plans to change. Neither management of the Company, nor the majority Member of the Company, have any plans or arrangements to enter into a change of control, business combination or similar transaction or to change management.

Results of Operations

We have not yet generated any revenues and have not commenced any revenue generating activity.

Assets

We currently have $5,000 in cash that is from our founder for start-up expenses included expenses related to this Offering. Since the proceeds from financing activities are intended to be invested in loans, we may keep very little cash on hand. It is to the advantage to the noteholders to lend as much of the Company capital as possible at all times.

Liabilities

We currently have no liabilities.

Liquidity and Capital Resources

As of November 30, 2020, the Company had $5,000 in cash and total liabilities of $0. The Company has not yet incurred any expenses. The Company will need additional cash in order to complete this Offering and to commence operations. The founder of the Company, Kevin Amolsch, intends to provide the capital necessary to complete this Offering as well as to commence lending activities. Such commitment is not in writing.

The Company hopes to raise $50,000,000 in this Offering. Upon the qualification of the Form 1-A, the Company plans to continue its investment strategy of loaning proceeds to real estate entrepreneurs.

Related Party Transactions

Since our formation, we have raised capital from a Principal of our Manager, Kevin Amolsch. The Manager has provided $5,000 in cash for Company expenses. In exchange, the Manager received 100% of the LLC Interests.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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Employees

We do not have any employees. The management company, Pine Financial Group, Inc has three full time employees, three independent contractors and two offices. Our sole officers and director currently serve the Company for no compensation.

Our Manager is spending the time allocated to our business in handling the general business affairs of our Company such as accounting issues, working with our counsel in preparation of filing our Form 1-A, developing our business plan and researching investment opportunities. Upon effectiveness and successful raise, the principals of the Manager will devote additional working hours to PFG V.

INVESTMENT POLICIES OF COMPANY

In all types of investment, our policies may be changed by our Manager without a vote by any member or, in the case of this Offering, Noteholders.

We will seek out real estate entrepreneurs (borrowers) that are in need of capital for the real estate projects. We will lend Company capital to borrowers. Such borrowing will be evidence by a note and deed of trust or mortgage secured by real property.

We intend to evaluate each lending opportunity/investment in the following manner:

1.	Obtain current information on the owner/borrower of the property.
2.	Determine if the underlying property is in need of rehab and if so, to what extent.
3.	Evaluate the legal climate in the state which the property is located.

Further, potential investors should be advised:

a)	We have no intention of initiating personal loans to other persons.
b)	We have no intention of investing in the securities of other issuers for the purpose of exercising control.
c)	We have no intention to underwrite securities of other issuers.
d)	We do not intend to engage in the purchase and sale (or turnover) of investments that are not real estate related at some time in the future.
e)	We do not intend to offer our securities in exchange for property.
f)	We do not intend to acquire other securities of other funds.
g)	We intend to make annual or other reports to security holders including 1-Ks, 1-SAs, 1-Us, and exit reports on Form 1-Z as deemed necessary. Such reports will include the required financial statements.

We will update our Investors via 1-Us within a few business days, 1-SAs semi-annually, and other Member reports if there are any changes in our investment policy or our borrowing policies.

Leverage

The Company may borrow funds for purposes of making and purchasing loans and may assign all or a portion of its loan portfolio as security for such loan(s). The Company anticipates engaging in this type of transaction when the interest rate at which the Company can borrow funds is significantly less than the rate that can be earned by the Company when using those funds to make or acquire loans, giving the Company the opportunity to earn a profit as a “spread.” For purposes of illustration, these transactions will typically be loans secured by one or a series of loans belonging to the Company. Such a transaction involves certain elements of risk. (See “Risk Factors”).

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In addition, the Company may elect to employ leverage and borrow funds from third party lenders, financial institutions or Affiliates to finance the Company’s investment in loans, cash management, or other general company purposes. Leverage usually involves a third party loan in which all or a portion of the Company’s asset portfolio is provided as security to the lender for such loan(s). Leveraging involves additional risks that are detailed in this Memorandum.

POLICIES WITH RESPECT TO CERTAIN TRANSACTIONS

Our policy with respect to our Manager concerning certain transactions is as follows:

We do not intend on issuing senior securities. We have no interest, currently, in underwriting securities of others or purchasing securities or assets other than real property assets and securities. In the event that we foreclose on a property, which we hope to be rare, we may encumber our properties that we acquire with bank financing but we intend that such financing will generally not exceed 80% of the value of the property. The purpose of such financing would be for rehabilitation of the underlying property and for other sales costs so that we may successfully and profitably dispose of a property.

Conflicts of Interest

The following is a list of some of the important areas in which the interests of its Manager and its Affiliates may conflict with those of the Company.

Loan Origination and Renewal Commissions and Forbearance Fees

The Manager and/or its Affiliates will have the sole and absolute discretion to determine whether or not to make, acquire or sell a particular loan or property. However, none of the Manager’s compensation set forth under “Manager’s Compensation” was determined through arms-length negotiations. Any increase in these payments may have a direct, adverse effect upon the interest rates that borrowers will be willing to pay the Company, thus may reduce the overall rate of return to Investors. Conversely, if the Company reduces the loan fees charged, a higher rate of return might be obtained for the Company and the Investors. Accordingly, this conflict of interest will exist in connection with every transaction the Company participates in.

Company Management Not Required to Devote Full-Time

The Manager is not required to devote its capacities full-time to the Company’s affairs, but only such time as the affairs of the Company may reasonably require.

Loan Servicing by the Company or Manager

The Manager has reserved the right to retain other firms in addition to, or in lieu of, the Manager acting as the loan servicer to perform the various brokerage services, loan servicing and other activities in connection with the Company’s investment portfolio that are described in this Memorandum. Such other firms may or may not be affiliated with the Company or Manager. Loan servicing firms not affiliated with the Company or Manager may provide comparable services on terms more favorable to the Company. The Manager has very wide discretion in determining which entity (including, but not limited to, the Manager itself, an Affiliate of the Manager, or an unaffiliated third party) will service the loans.

Other Companies & Partnerships or Businesses

The Manager, principals, directors, officers or Affiliates may engage, for their own account or for the account of others, in other business ventures similar to that of the Company or otherwise, and neither the Company nor any Noteholder shall be entitled to any interest therein. As such, there exists a conflict of interest on the part of the Manager because there may be a financial incentive for the Manager to arrange or originate transactions for private investors and other mortgage funds. Further, the Manager may be involved in creating other mortgage or real estate funds that may compete with the Company.

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The Company will not have independent management and it will rely on the Manager and its managers, principals, directors, officers and/or Affiliates for the operation of the Company. The Manager and these individuals/entities will devote only so much time to the business of the Company as is reasonably required. The Manager may have conflicts of interest in allocating management time, services and functions between various existing companies, the Manager and any future companies which it may organize as well as other business ventures in which it or its managers, principals, directors, officers and/or Affiliates may be or become involved. The Manager believes it has sufficient staff to be fully capable of discharging its responsibilities.

Purchase, Sale and/or Hypothecation of Loans

The Company and its managers, principals, directors, officers and/or Affiliates may sell, buy or hypothecate loans (use loans as collateral for another loan) to the Company, provided that such loans meet the then-existing underwriting criteria of the Company. The Company may pay a price greater or less than the remaining balance on such loans. The price at which existing loans are bought and sold is normally a function of prevailing interest rates and the term of the loan. Therefore, the Company or its managers, principals, directors, officers and/or affiliates, may make a profit on the sale of an existing loan to the Company. There will be no independent review of the value of such loans or of compliance with the conditions set forth above.

Lack of Independent Legal Representation

Investors and the Company have not been represented by independent legal counsel to date. The use of the Manager’s counsel in the preparation of this Memorandum and the organization of the Company may result in a lack of independent review. Investors are encouraged to consult with their own attorney for legal advice in connection with this Offering. Also, since legal counsel for the Manager prepared this Offering, legal counsel does not and will not represent the interests of the Noteholders at any time.

Conflict with Related Programs

The Manager and its managers, principals, directors, officers and/or Affiliates may cause the Company to join with other entities organized by the Manager for similar purposes as partners, joint venturers or co-owners under some form of ownership in certain loans or in the ownership of repossessed real property. The interests of the Company and those of such other entities may conflict, and the Company controlling or influencing all such entities may not be able to resolve such conflicts in a manner that serves the best interests of the Company.

Other Services Provided by the Manager or its Affiliates

The Manager or its Affiliates may provide other services to persons dealing with the Company or the loans. The Manager or its Affiliates are not prohibited from providing services to, and otherwise doing business with, the persons that deal with the Company.

Sale of Real Estate to Affiliates

In the event the Company becomes the owner of any real property by reason of foreclosure on a Company loan or otherwise, the Manager’s first priority will be to arrange for the sale of the property for a price that will permit the Company to recover the full amount of its invested capital plus accrued but unpaid interest and other charges, or so much thereof as can reasonably be obtained in light of current market conditions. In order to facilitate such a sale, the Manager may, but is not required to, arrange a sale to persons or entities controlled by it, (e.g. to another limited liability company formed by the Manager for the express purpose of acquiring foreclosure properties from lenders such as the Company). The Manager will be subject to conflicts of interest in arranging such sales since it will represent both parties to the transaction. For example, the Company and the potential buyer will have conflicting interests in determining the purchase price and other terms and conditions of sale. The Manager’s decision will not be subject to review by any outside parties. The Company may sell a foreclosed property to the Manager or an Affiliate at a price that is fair and reasonable for all parties, but no assurance can be given that the Company could not obtain a better price from an independent third party.

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Conflicts with Other Programs

The Company may be in conflict with other funds, including, PFG Fund II, Pine Investments, LLC, PFG Fund III, LLC, and PFG Fund IV, LLC (“Affiliate Funds”). These Affiliate Funds have substantially similar business criteria and objectives as that of the Company. Accordingly, the Company will maintain the following policies to avoid certain conflicts of interest:  

i)	Our Manager and affiliates do not own or have an interest in properties that the Company will lend.
ii)	No affiliate of the Company places mortgages for the Company or otherwise acts as a finance broker or as insurance agent or broker receiving commissions for such services.
iii)	No affiliate of the Company acts (a) as an underwriter for the Offering, or (b) as a principal underwriter for the offering thereby creating conflicts in performance of the underwriter’s due diligence inquiries under the Securities Act.
iv)	The compensation plan for the Manager currently does not create a conflict between the interests of the Manager and that of the Company.
v)	The Manager will make reasonable efforts to mitigate the conflict of interest, by first looking at the overall purposes and lending criteria, including loan-to-value ratios, type of loans, risk profile, available cash, and other financial metrics to determine whether the Company or the Affiliate Funds may be best suitable for such lending activities. However, please note that it is impossible to eliminate the conflicts of interest altogether. Accordingly, the Noteholders and the Company may lose certain lending or real estate opportunities to the Affiliate Funds.

Kevin Amolsch, is the sole principal (the “Principal”) of the Pine Financial Group, Inc (“Manager.”) of the Company and, as such, he may have a conflict of interest between his responsibility to manage the business to business loans of the Company for the benefit of the Investors and providing himself with a return on his investment in the Company. Pine Financial Group, Inc. is the manager to four other hard money funds. Pine Investments, LLC (“Pine Investments”) makes the type of loans contemplated by PFG Fund V in connection with this Offering. Pine Investments makes loans in both Colorado and Minnesota. The securities offered through Pine Investments are equity securities, with all profits payable to the members. Pine Financial Group, Inc. does not currently take a management fee in connection with its management duties with Pine Investments. Two other funds managed by Pine Financial are PFG Fund II, LLC and PFG Fund IV, LLC. They both make loans similar to Pine Investments. Pine Financial Group is paid an annual management fee equal to 2% of the total funds invested under management. All remaining profits are paid to the fund investors. The other fund is PFG Fund III, LLC which is similar to PFG in that it makes the type of loans contemplated by PFG Fund V in connection with this Offering and also offered notes at an 8% rate. Pine Financial Group is compensated managing that fund by retaining all profits for operations.

Kevin Amolsch is the owner of an LLC through which rental properties are held. That LLC, Advantage Homes, LLC, currently owns or controls 14 properties totaling 16 rental units.

DESCRIPTION OF BUSINESS

Background Overview

PFG Fund V, LLC was formed in the State of Colorado on August 26, 2020. 

The Company was formed to engage in the business of providing short-term secured real estate lending in Colorado and Minnesota as the Company’s operations expand, loans may be made on properties located in other states as the market evolves, (“Hard Money Lending”) to real estate investors. Through our affiliation with Pine Financial Group, Inc. (“Pine Financial”), we have access to a large database of potential borrowers, which currently stands at approximately 5,400 in Colorado and 1,600 in Minnesota, and plan to make short-term secured rehab loans (“Hard Money Loans” or “Loans”) to these potential borrowers and other borrowers. This database was compiled by collecting email addresses from people that have shown interest in our loan or in fixing and flipping houses. These email addresses have come from offline networking events, online networking forums, and our website. Most of these prospects have not yet been qualified to borrow from us. They are simply people in the areas in which we lend that have shown interest.

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Our loans will have maturity dates of nine months to two years from the origination date. We do not charge prepayment penalties and it is not uncommon for our borrowers to pay off the loan prior to maturity. The note rate is between 10% and 12.9% annual, with interest only payments due monthly. If we do not get a monthly payment by the end of the fifth day of the month it is due, there is a late fee charged in the amount of 10% of the payment amount. If there is a payment default, the borrower will receive a demand letter stating: (a) that there is a default, (b) the amount needed to cure the default which will be the payment plus the late fee, (c) the date which the default must be cured which is 5 days from the receipt of the demand letter, and (d) that failure to cure the default will result in acceleration of the full loan amount. We do not currently have maximum or minimum loan amounts or total amounts that we will loan to one borrower.

The Company is managed by Pine Financial through its sole principal Kevin Amolsch. Pine Financial is an established lender based in the Denver area with a proven track record.

To date Pine Financial has originated 1690 loans worth $503,161,000.00. Out of these loans, Pine Financial has had 26 loans, totaling $9,334,910.00, which resulted in foreclosure or deed in lieu of foreclosure.

Pine Financial’s ability to evaluate potential loan candidates and underlying assets stems from Kevin Amolsch’s experience (Pine Financial’s principal). Mr. Amolsch started analyzing private money loans in  2006 while working at Lassiter Mortgage before starting Pine Financial Group, Inc in 2008. As the founder and owner of Pine Financial Group, Inc, Mr. Amolsch was responsible for reviewing every loan that was considered and approved by Pine Financial. Under Mr. Amolsch’s leadership, Pine Financial has only taken 26 properties, out of the 1,690 loans originated, back through foreclosure or deed in lieu of foreclosure for a default rate of 1.54%. Of the 26 defaults resulting in repossession, 14 have been foreclosure and 12 have been deed in lieu. The deed in lieu takes about 7 days to complete at a cost of $150 to $200. The foreclosure process takes between 5 and 6 months in Colorado and 11 to 12 months in Minnesota with the owner redemption period and will cost the company between $3,500 and $4,000. (The last invoice received for a full foreclosure was dated February 14, 2014 from Robert Simpson for $3,913.20 in El Paso County and is provided as an exhibit.) Pine Financial will handle all aspects of the repossession and liquidation process for all defaults.

In the next 12 months, the Company will fund Hard Money Loans as funds from this Offering readily become available. As the Company waits for funds to be raised pursuant to this Offering, it will identify and evaluate Loans for funding. Proceeds from the offering will satisfy cash requirements for the next 12 months since Company’s business does not require high overhead expenses.

The Company may do everything necessary and suitable for the accomplishment of the primary purpose or any other purpose, which we may accomplish, which shall, at any time, appear conducive to, or expedient for, the protection or benefit of the Company.

Company Objective

PFG Fund V, LLC was formed to offer passive investment opportunities to qualified investors. We will continue to focus on providing a very specialized loan to a small group of borrowers. The Company’s primary objectives are:

● Generate significant profits by lending to rehab investors with short-term loans at high interest rates in Colorado, Minnesota, and other states as the Company expands.

● To become the most reliable and well-known rehab lender in Colorado, Minnesota, and other states as it scales.

● Realize profits and a high rate of return for investors from day one.

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Mission Statement

To provide a high-yield and secure investment while supporting the community through property rehabilitation.

Investment Criteria

Our typical Loan will be made to a real estate investor intending to buy and repair a single family home. Occasionally we will finance small, established builders with new construction projects. These are typically financially stable borrowers with years of building experience. Our borrowers will typically have good credit, income to support the loan, and liquid reserves in case something goes wrong. We loan the purchase and repairs, but never loan more than 70% of the property’s after repaired value (ARV). After repaired value is determined by an independent third party appraiser or non-certified appraiser doing an appraisal on the real property or the Manager or commercial or residential real estate broker giving his, her, or its opinion of the value of the real property. Our loan guidelines are as follows:

● Up to 70% loan-to-value ratio of the after repaired value (*exceptions apply)

● Up to 100% of purchase and repairs (loan-to-cost ratio)

● Residential 1-4 family homes (**exceptions apply)

● Borrower must have a 680 credit score (***exceptions apply)

● Borrower must have 10% of the loan amount in reserves in a liquid account

● Borrower must document income

● Full appraisal required on every deal (****exceptions apply)

● Repair money is held in escrow and released in draws as the work is completed

● Borrower must have experience or be working with someone with experience

*The Manager or the Company may exceed the loan-to-value ratio if the Manager determines in its sole business judgment that a higher loan amount is warranted by the circumstances of that particular loan, such as being able to secure multiple properties (called “cross-collateralization”, personal guaranties, prior loan history with the borrower, market conditions, if mortgage insurance is obtained, or other compensating factors that would support the Manager in making its decision in the best interest of the Company.

** In a very rare case we will make loans on other types of real estate. We do not generally lend on land or commercial buildings but will consider.

*** There are exceptions to our minimum credit requirement if the borrower has compensating factors. Examples of these factors include a high amount of liquid reserves or lower loan to value levels. These exceptions are made on a case-by-case basis by management.

**** There is an exception to our appraisal requirement. We will not require a full appraisal if we are capping our loan at 90% of the purchase price. In these cases, the client is covering the rehab out of pocket. We still require a full interior valuation to include analyzing 3 comparable sold properties and 1 active or under contract comparable. 

We make loans subject to the criteria below. However, substantial portion of our loans will be first lien position loans. Any liens, with the exception of Government or Homeowners Associations liens, placed on a property that we have a loan on will be subordinate to us. There will not be construction or any other type of loans in additional to our loans that would take a priority position. We require a lender title policy on every deal we do that insures our senior lien position.

The below are our additional criteria and standards we use for our lending activities:

● Lien Priority. Loans will primarily be secured by senior deeds of trust or mortgages that are first lien positions. We may fund loans secured by second deeds of trust or mortgages; provided, that, our first position loans are secured by the same property.

● Title Insurance. We will obtain satisfactory title insurance coverage for all loans. This insurance will usually be paid by the borrower. The title insurance policy will name us as the insured and provide title insurance in an amount not less than the principal amount of the loan unless there are multiple forms of security for the loan, in which case the Manager shall use its sole business judgment in determining whether and to what extent title insurance shall be required. Title insurance insures only the validity and priority of the deed of trust or mortgage and does not insure us against loss from other causes, such as lost profits, diminution in the value of the secured property, loan defaults, and other such losses.

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● Fire and Casualty Insurance. Satisfactory fire and casualty insurance of usual and customary terms and amounts will be obtained for all improved real property loans which insurance will name us as its loss payee in the amount equal to the improvements on the real property.

● Acquisition of Loans. We may, from time to time, purchase loans from third parties or an Affiliate subject to the lending requirements set forth herein.

● Fractional / Multi-Lender Interests. We may also invest in or divest away multi-lender/fractionalized notes secured by real property with other lenders by funding, originating, purchasing, or selling a fractional or undivided interest in such position that meets the requirement herein.

Market Discussion

The Industry

There is a high demand for private money rehab loans because it is the only type of financing available for many real estate investors. A rehab loan is a loan used to purchase a distressed property and make repairs. This is true for 2 primary reasons:

(a)    High Leverage - Private money lenders are more concerned with the deal than the amount of down payment. Conventional lenders will typically require a 20% or more down payment from the real estate investor. Some private lenders will approve loans with no down payment at all.

(b)   No Income - Because these are short term loans private lenders are less concerned with a debt to income ratio and more concerned with a solid strategy to pay back a loan. Conventional lenders and banks have strict debt to income ratio requirements which range from 36% to 45%. A debt to income ratio is calculated by taking the total monthly debt coverage divided by the borrower’s income. Some real estate investors do not show a consistent income and therefore cannot borrow conventional money.

 A typical hard money borrower is a small real estate developer that is either fixing and flipping houses or building new residential real estate. We see typical hard money borrowers stick to one to four family residential properties. Typical hard money borrowers can be anything from extremely qualified with great credit, income and assets to very little income, assets and bad credit. Small real estate investors borrow from hard money lenders because of the high leverage lending, the ability to close quickly, the flexibility with the underwriting as discussed in the investment criteria section above or a combination of the three.

Default rates with hard money loans and hard money lenders vary.

Real estate investors are very active right now with the number of fundamentally strong deals that are available today. See below for more detail. We are seeing investors incorporating both buy-and-flip (buying a house to resell) and buy-and-hold (buying a house to keep as an investment and rent to a tenant) strategies when acquiring properties. Although our loan terms do not vary, our loans would work for either strategy.

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Colorado

There are several solid reasons we believe Colorado is a great place to be lending money. Colorado is one of very few markets that had minimal impact to the 2008 housing crash, which is a great indicator to its resilience. Colorado does not seem to experience the booms and busts other areas have seen. According to Zillow, from January 2007 to January 2012 there was a $19,000 difference in median home values in Colorado ($226,000 to $207,000) while the average United States median home value has varied $44,000 ($195,000 to $151,000) over the same period. Some markets saw extreme variations, including California with a $212,000 median variation over the same period ($518,000 to $306,000). The officers of Pine Financial Group have been investing and doing business in Colorado for the last 19 years.

Although the current environment does not resemble the credit crises in 2018, COVID-19 has put people on high alert. In some respects, the pandemic has caused greater financial harm with record breaking stimulus and unemployment numbers, which is reason for concern. Colorado is not alone in the fact that housing has been the bright spot through the current crises.

On average, there is less than one month of inventory. A balanced market is four months, indicating that Colorado continues to show strong market conditions with the expectation of further appreciation. Although the inventory is tight, our clients are still locating deals with significant spreads between wholesale (foreclosures/short sales) and retail (nice, rehabbed homes) prices. This is ideal for the “fix and flip” investor or small builder.

There are several additional points about the Colorado market worth mentioning:

● According to US News and World Reports, Colorado is ranked number 1 for best economy.

● According to CNBC, Colorado is the 5^th best state for business.

● August home sales volume in Denver was the highest it has ever been, despite record low inventory, indicating the strength of housing though the COVID pandemic.

● Detached housing has seen annual appreciation of 14%.

● Colorado unemployment is 3% lower than the national average.

● Colorado saw major inventory reduction across all counties. Denver was down a whopping 40.5% in 2019, and it is not catching up. Colorado needs more clean rehabbed houses.

Minnesota

The market is not as strong in Minnesota as it is in Colorado, but there is very little choice in local hard money lenders, making it much easier for us to conduct business.

Although the housing market is not as strong, it is still rock solid. Across the entire Twin Cities metro area and all price ranges there is a supply of 1.9 months. Months of supply is the best indicator of market strength. It accounts for both supply and demand. The number represents how long it would take to exhaust all inventory if no new supply were added to the market. As mentioned above, a neutral, or stable market is considered four months of inventory. As long as months of inventory stays under four, we would expect to see stable to rising prices. The average home in the Twin Cities sits on the market less than one month! Housing values have increased nearly 7% in the last year and there are no signs of that slowing. So far COVID-19 has had no noticeable impact to housing in the Twin Cities.

One concern about the Minnesota market is the long redemption period after a foreclosure. If we need to foreclose on a property, we can get to the foreclosure sale in less than four months, but there is a six-month owner redemption period after the sale, before we take possession. Currently Pine Financial Group, Inc is experiencing a 1.57% default rate, meaning we reposes the property on 1.57% of the loans we originate. We have originated over 1,650 loans. The majority of the defaults are deeded back to us in lieu of foreclosure. We have only experienced a 0.79% foreclosure rate, meaning less than 1% of the loans we have originated ended up in the foreclosure process. Although the long redemption period is a concern in Minnesota, we are comfortable with it based on our low foreclosure rate and ability to work with our borrowers on the troubled loans.

Here are some areas regarding the Minnesota market worth mentioning:

● Minnesota ranks among the lowest in unemployment rate. Even with COVID, the unemployment rate is 7.7% which is 2.5% lower than the national average.

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● Minnesota ranked #6 for best state for business according to CNBC. Because of the high regulation, it has slid down the list as it was #1 in 2015.

● According to US News & World Reports, Minnesota is ranked #3 in the country for best place to live. States are evaluated by the following categories: education, health care, economy, infrastructure, opportunity, fiscal stability, crime, and environment.

● Minnesota is home to some of the country’s largest and most stable companies, including 3M, Best Buy, Target, Xcel Energy, and General Mills, but health care continues to be the area’s largest employer including United Health Care, Mayo Clinic, and Park Nicollet.

Sales and Marketing Approach

All loans will be originated, serviced, and underwritten on behalf of PFG Fund V, LLC by Pine Financial. Pine Financial plans on running pay-per-click advertising campaigns through Google and Facebook as one of its principal marketing strategies. These advertisements will drive potential borrowers to our websites where they have the potential of entering our sales funnel with the potential of becoming clients. Pine Financial will also post online classified advertisements each week as well as leverage its memberships in various area investment clubs where we plan on passing out flyers to potential borrowers and will seek exposure to potential clients via the groups’ websites. Finally, Pine Financial will host a variety of educational events including monthly networking meetings as well as Hard Money Lending and other educational classes. If needed we can expand the marketing with additional speaking engagements, classes and a direct mail campaign.

Pine Financial has a commission-based sales force in Colorado and Minnesota. Having a sales team allows us to attend multiple networking groups and provide a high level of service to our clients. Because of its positive reputation, Pine Financial has generated the majority of its business from repeat clients and new referrals and is often asked to speak to groups about its loans and contributions to the real estate investment community.

Loan Process

PFG Fund V acts as a private wholesale mortgage company lending money to the borrowers through a retail channel of mortgage brokers. The primary broker is Pine Financial, the managing member of PFG Fund V. We will continue to be flexible and open up lending opportunities through other brokers as we see fit. All loans originated are underwritten pursuant to the same guidelines and Pine Financial will personally interview all potential borrowers. All fees paid to mortgage brokers are paid by the borrower and PFG Fund V has no commission expenses. In addition, no fees will be payable to Pine Financial Group if PFG Fund V elects to purchase previously originated loans or utilize its services.

Because PFG Fund V acts as a private lender, it will not be held to the same lending standards institutional lenders are held to. A typical institutional lender will follow Fannie Mae and/or Freddie Mac underwriting guidelines. Hard money lenders are all privately funded companies making loans to non-owner occupied borrowers. There are no standard underwriting guidelines for hard money lenders, except that most hard money lenders, as a practical matter, only loan to non-owner occupied borrowers and most adhere to a 70% or less loan to value ratio. Please see the table below under the competition section to see what other hard money lenders are doing in Colorado and Minnesota. Many hard money lenders do not even pull credit reports or document assets or income of the potential borrower.

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Competition

The Company faces competition from typically two sources: (a) institutional lenders (such as banks or credit unions) and (b) other private investors. Regarding institutional lenders, the current borrowing climate involving institutional lenders is highly restrictive. According to the Fannie Mae the underwriting guideline Eligibility Matrix which took effect August 7, 2018, some of the restrictive guidelines to real estate investors include: (these guidelines are based on a single family purchase, 30 year fixed rate loan)

• 85% loan to value

• They will not loan any cost of construction

• 680 credit score (mid score of all three credit bureaus)

• 6 months of Principal, Interest, Taxes, and Insurance in liquid reserves

• Maximum loan of $417,000

• No foreclosures in the last 7 years

• No bankruptcies in the last 4 years

• Property cannot be titled in the name of an LLC, Corporation or Trust

This is just a sample of the restrictive guidelines. The Fannie Mae Selling Guide (commonly known as the underwriting manual), is 1,310 pages of guidelines. According to the clients we have interviewed, conventional lenders and banks are currently difficult and fickle to work with regardless of the investor’s creditworthiness or collateralizing assets. The Company was specifically created to fill the void created by the strict conventional environment.

Below is a chart comparing the terms of our Loans with those of what we perceive as our principal competitors in the Colorado market. These are all considered non-traditional or private money lenders. This data comes from interviews with the lenders or, where possible, directly from their websites.

Company	LTV	LTC	Points	Rate	Term (months)
Pine Financial Group	70%	100%	2	12.90%	9
Merchants Mortgage	NA	70%	1.5	11.00%	12
*Aloha	75%	90% of purchase 100% of repairs	2	7.99%	9
Boomerang Capital	70%	85%	2	10.00%	6
**Lead Funding	70%	100%	2	12%	12

* Aloha is a threat and has slightly better pricing. Feedback that we have received from clients that have tried them has not been positive. They are not transparent with their pricing. They advertise 7.99% but we have not heard of anyone actually paying that. The rate commonly paid is between 10% and 12%. They also have a skeleton staff and a slow draw process.

**Lead Funding has slightly better pricing and only competes with us on price. They too have a difficult draw process. They also require 4 months of interest to be paid in advance.

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Minnesota

Company	LTV	LTC	Points	Rate	Term (months)
Pine Financial Group	70%	100%	4	12.90%	9
Merchants Mortgage	NA	70%	1.5	11.00%	12
Renova	65%	70%	2 - 4	10.00%	8
Capital Lending Group	70%	80% - 90%	3.5 - 5	10% - 16%	6
CCM	70%	85%	2 - 5	10%+	12

● LTV is loan to value (appraised value)

● LTC is loan to cost to include both purchase price and repairs

● Points are the upfront fees paid by the borrower

● Rate is the annual percentage rate

● Term is the amount of time before a loan must be repaid

Our biggest competitive advantage is our network and reputation. Since most of these loans are private money, competitors tend to run out of money. We have a large supply of money between our funds and other available cash. We rarely turn down business because of a lack of funds. We have an extremely positive reputation for getting deals done.

We understand that building relationships with successful real estate investors is the key to a thriving business. Business is much smoother and easier if we have the same clients coming back over and over. We have a high level of repeat and referral business because we compete with quality and transparency.

Employees

We are an emerging growth company currently being developed and currently have no salaried or waged employees. The management company, Pine Financial Group, Inc has three full time employees, three independent contractors and two offices. Our sole officers and director currently serve the Company for no compensation.

 Intellectual Property

The Company’s operations do not depend upon patents or copyrights. Certain information about the way the Company does business is considered by the Company to be unique and proprietary, including knowledge related to the marketing, origination and servicing of our Hard Money Loans. The Company intends to require its future key employees or consultants to sign non-disclosure or non-competition agreements with restrictions on divulging the Company’s confidential information. The Company is not a party to any license agreement, nor does the nature of its business require expenditure of funds for research and development.

Regulation

Extensive federal, state and local regulations cover the Company’s business, including regulations that cover the acquisition, management and sale of real estate.

Legal Proceedings

There is no past, pending or threatened litigation which has had or may have a material effect upon the Company’s business, financial condition or operation.

We currently do not have any Notes. We do not lease or own any real property. We do not pay rent for our corporate headquarters which is leased by our Manager because the amount of the space we use at such office is de minimis. We believe that this space will be sufficient until we start generating revenues and need to hire employees.

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CERTAIN LEGAL ASPECTS OF THE COMPANY LOANS

Each of the Company’s loans will be secured by, among other things, a deed of trust, mortgage, leasehold deed of trust or leasehold mortgage, or security agreement. The deed of trust and the mortgage are the most commonly used real property security devices. A deed of trust has three parties: a debtor, referred to as the “trustor”; a third party, referred to as the “trustee”; and the lender, referred to as the “beneficiary.” The trustor irrevocably grants the property until the debt is paid, “in trust, with power of sale” to the trustee to secure payment of the obligation. The trustee’s authority is governed by law, the express provisions of the deed of trust and the directions of the beneficiary. The Company will be the beneficiary under all deeds of trust securing Company loans. In a mortgage loan, there are only two parties: the mortgagor (borrower) and the mortgagee (lender).

In the United States, each individual State law determines how a mortgage is foreclosed. The route usually requires a judicial process, but varies from state to state. For properties located in the United States, some States have a statute known as the “one form of action” rule, which requires the beneficiary of a collateral lien to exhaust the security under the security lien (i.e., foreclose on the property) before any personal action may be brought against the borrower. Foreclosure statutes vary from State to State. Loans by the Company secured by mortgages will be foreclosed in compliance with the laws of the State where the real property collateral is located.

Special Considerations in Connection with Junior Encumbrances

In addition to the general considerations concerning trust deeds discussed above, there are certain additional considerations applicable to second and more junior deeds of trust (“junior encumbrances”). By its very nature, a junior encumbrance is less secure than a more senior lien. If a senior lien holder forecloses on its loan, unless the amount of the bid exceeds the senior encumbrances, the junior lien holder will receive nothing. Because of the limited notice and attention given to foreclosure sales, it is possible for a junior lien holder to be sold out, receiving nothing from the foreclosure sale, although all legal methods of recouping the Company’s investment will be exhausted. By virtue of anti-deficiency legislation, discussed above, a junior lien holder may be totally precluded from any further remedies.

Accordingly, a junior lien holder (such as the Company in certain cases) may find that the only method of protecting its security interest in the property is to take over all obligations of the trustor with respect to senior encumbrances while the junior lien holder commences its own foreclosure, making adequate arrangements either to (1) find a purchaser for the property at a price which will recoup the junior lien holder’s interest, or (2) to pay off the senior encumbrances so that the junior lien holder’s encumbrance achieves first priority. Either alternative may require the Company to make substantial cash expenditures to protect its interest. (See “Business Risks” above.)

The Company may also make wrap-around mortgage loans (sometimes called “all-inclusive loans”), which a junior encumbrances to which all the considerations discussed above will apply. A wrap-around loan is made when the borrower desires to refinance his, her, or its property but does not wish to retire the existing indebtedness for any reason, e.g., a favorable interest rate or a large prepayment penalty. A wrap-around loan will have a principal amount equal to the outstanding principal balance of the existing secured loans plus the amount actually to be advanced by the Company. The borrower will then make all payments directly to the Company, and the Company in turn will pay the holder of the senior encumbrance. The actual ultimate yield to the Company under a wrap-around mortgage loan will likely exceed the stated interest rate on the underlying senior loan, since the full principal amount of the wrap-around loan will not actually be advanced by the Company. State laws generally require that the Company be notified when any senior lien holder initiates foreclosure.

If the borrower defaults solely upon his, her or its debt to the Company while continuing to perform with regard to the senior lien, the Company (as junior lien holder) will foreclose upon its security interest in the manner discussed above in connection with deeds of trust generally. Upon foreclosure by a junior lien, the property remains subject to all liens senior to the foreclosed lien. Thus, if the Company were to purchase the security property at its own foreclosure sale, it would acquire the property subject to all senior encumbrances.

The standard form of deed of trust used by most institutional lenders, like the one that will be used by the Company or its affiliates, confers on the beneficiary the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and to apply such proceeds and awards to any indebtedness secured by the deed of trust in such order as the beneficiary may determine. Thus, in the event improvements on the property are damaged or destroyed by fire or other casualty, or in the event the property is taken by condemnation, the beneficiary under the underlying first deed of trust will have the prior right to collect any insurance proceeds payable under a hazards insurance policy and any award of damages in connection with the condemnation, and to apply the same to the indebtedness secured by the first deed of trust before any such proceeds are applied to repay the loan in respect of the Company. The amount of such proceeds may be insufficient to pay the balance due to the Company, while the debtor may fail or refuse to make further payments on the damaged or condemned property, leaving the Company with no feasible means to obtain payment of the balance due under its junior deed of trust. In addition, the borrower may have a right to require the lender to allow the borrower to use the proceeds of such insurance for restoration of the insured property.

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“Due-on-Sale” Clauses

The Company’s forms of promissory notes and deeds of trust, like those of many lenders, contain “due-on-sale” clauses, which permits the Company to accelerate the maturity of a loan if the borrower sells, conveys or transfers all or any portion of the property, but may or may not contain “due-on-encumbrance” clauses which would permit the same action if the borrower further encumbers the property (i.e., executes further deeds of trust). The enforceability of these types of clauses has been the subject of several major court decisions and legislation in recent years.

(1)       Due-on-Sale: Federal law now provides that, notwithstanding any contrary pre-existing state law, due-on-sale clauses contained in mortgage loan documents are enforceable in accordance with their terms by any lender after October 15, 1985. On the other hand, acquisition of a property by the Company by foreclosure on one of its loans may also constitute a “sale” of the property, and would entitle a senior lien holder to accelerate its loan against the Company. This would be likely to occur if then prevailing interest rates were substantially higher than the rate provided for under the accelerated loan. In that event, the Company may be compelled to sell or refinance the property within a short period of time, notwithstanding that it may not be an opportune time to do so.

(2)       Due-on-Encumbrance: With respect to mortgage loans on residential property containing four or less units, federal law prohibits acceleration of the loan merely by reason of the further encumbering of the property (e.g., execution of a junior deed of trust). This prohibition does not apply to mortgage loans on other types of property. Although many of the Company’s junior lien mortgages will be on properties that qualify for the protection afforded by federal law, some loans will be secured by properties that do not qualify for the protection, including (without limitation) small apartment buildings or commercial properties. Junior lien mortgage loans made by the Company may trigger acceleration of senior loans on properties if the senior loans contain valid due-on-encumbrance clauses, although both the number of such instances and the actual likelihood of acceleration are anticipated to be minor. Failure of a borrower to pay off the senior loan would be an event of default and subject the Company (as junior lien holder) to the risks attendant thereto. It will not be customary practice of the Company to make loans on non-residential property where the senior encumbrance contains a due-on-encumbrance clause. (See “Special Considerations in Connection with Junior Encumbrances.”)

Prepayment Charges

Loans may provide for certain prepayment charges to be imposed on the borrowers in the event of certain early payments on the loan. The Manager reserves the right, but has no obligation, at its business judgment to waive collection of prepayment penalties. Applicable federal and state laws may limit the prepayment charge on residential loans. For commercial or multi-family loans there is no federal law that limits the prepayment amount charge, but applicable state laws may vary.

Bankruptcy Laws

If a borrower files for protection under the federal bankruptcy statutes, the Company will be initially barred from taking any foreclosure action on its real property security by an “automatic stay order” that goes into effect upon the borrower’s filing of a bankruptcy petition. Thereafter, the Company would be required to incur the time, delay and expense of filing a motion with the bankruptcy court for permission to foreclose on the real property security (“relief from the automatic stay order”). Such permission is granted only in limited circumstances. If permission is denied, the Company will likely be unable to foreclose on its security for the duration of the bankruptcy, which could be a period of years. During such delay, the borrower may or may not be required to pay current interest on the Company loan. The Company would therefore lack the cash flow it anticipated from the loan, and the total indebtedness secured by the security property would increase by the amount of the defaulted payments, perhaps reaching a total that would exceed the market value of the property.

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In addition, bankruptcy courts have broad powers to permit a sale of the real property free of the Company’s lien, to compel the Company to accept an amount less than the balance due under the loan and to permit the borrower to repay the loan over a term which may be substantially longer than the original term of the loan.

TAX TREATMENT OF COMPANY AND ITS SUBSIDIARIES

The following discussion is a summary of the federal income tax considerations material to an investment in the Notes. This summary is based upon the Internal Revenue Code, Treasury Regulations promulgated thereunder, current positions of the Internal Revenue Service contained in Revenue Rulings, Revenue Procedures and other administrative actions and existing judicial decisions in effect as of the date of this Offering.

Investors should realize that it is not feasible to comment on all aspects of federal, state and local tax laws that may affect each of our Noteholders. The federal and state income tax considerations discussed below are necessarily general in nature, and their application may vary depending upon a Noteholder’s particular circumstances. Further, no representations are made in this Offering as to local tax considerations. The discussion below is directed primarily to individual taxpayers who are citizens or residents of the United States. Accordingly, persons who are trusts, corporate investors in general, corporate investors that are subject to specialized rules such as Subchapter S corporations and any potential investor who is not a U.S. citizen or resident are cautioned to consult their own personal tax advisors before investing in the Notes.

Investors should note that we do not intend to request a private letter ruling from the Internal Revenue Service with respect to any of the federal income tax matters discussed below, and on certain matters no ruling could be obtained even if requested. There can be no assurance that the present federal income tax laws applicable to Noteholders and our operations will not be changed, prospectively or retroactively, by additional legislation, by new Treasury Regulations, judicial decisions or administrative interpretations, any of which could adversely affect a limited partner, nor is there any assurance that there will not be a difference of opinion as to the interpretation or application of current federal income tax laws.

Each prospective investor is urged to consult with the investor’s personal tax advisor with respect to his or her personal federal, state and local income tax considerations arising from a purchase of our Notes. Investors should be aware that the Internal Revenue Service may not agree with all tax positions taken by us and that legislative, administrative or judicial decisions may reduce or eliminate anticipated tax benefits.

We will furnish to each Noteholders and any assignee of Notes on an annual basis the information necessary for the preparation and timely filing of a federal income tax return. Investors should note that information returns filed by us will be subject to audit by the Internal Revenue Service and that the Commissioner of the Internal Revenue Service has announced that the Internal Revenue Service will devote greater attention to the proper application of the tax laws to companies.

Neither our Manager, its officers, directors, nor its affiliates are providing tax advice to prospective investors, and the Manager recommends Noteholders consult with their tax advisors with respect to the impact of any relevant legislation on Noteholders’ investments and the status of legislative, administrative, judicial or regulatory developments and proposals and their potential effect on an investment in the Company.

Interest Income on the Notes

Subject to the discussion below applicable to “non-U.S. holders,” interest paid on the Notes will generally be taxable to you as ordinary income as the income is paid if you are a cash method taxpayer or as the income accrues if you are an accrual method taxpayer.

However, a note with a term of one year, which we refer to in this discussion as a “short-term note,” will be treated as having been issued with original issue discount or “OID” for tax purposes equal to the total payments on the note over its issue price. If you are a cash method holder of a short-term note you are not required to include this OID as income currently unless you elect to do so. Cash method holders who make that election and accrual method holders of short-term Notes are generally required to recognize the OID in income currently as it accrues on a straight-line basis unless the holder elects to accrue the OID under a constant yield method. Under a constant yield method, you generally would be required to include in income increasingly greater amounts of OID in successive accrual periods.

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Cash method holders of short-term Notes who do not include OID in income currently will generally be taxed on stated interest at the time it is received and will treat any gain realized on the disposition of a short-term note as ordinary income to the extent of the accrued OID generally reduced by any prior payments of interest. In addition, these cash method holders will be required to defer deductions for certain interest paid on indebtedness related to purchasing or carrying the short-term Notes until the OID is included in the holder’s income.

There are also some situations in which a cash basis holder of a note having a term of more than one year may have taxable interest income with respect to a note before any cash payment is received with respect to the note. If you report income on the cash method and you hold a note with a term longer than one year that pays interest only at maturity, you generally will be required to include OID accrued during the original term as ordinary gross income as the OID accrues. OID accrues under a constant yield method, as described above.

Treatment of Dispositions of Notes

Upon the sale, exchange, retirement or other taxable disposition of a note, you will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition and your adjusted tax basis in the note. Your adjusted tax basis of a note generally will equal your original cost for the note, increased by any accrued but unpaid interest (including OID) you previously included in income with respect to the note and reduced by any principal payments you previously received with respect to the note. Any gain or loss will be capital gain or loss, except for gain representing accrued interest not previously included in your income. This capital gain or loss will be short-term or long-term capital gain or loss, depending on whether the note had been held for more than one year or for one year or less.

Non-U.S. Holders

Generally, if you are a nonresident alien individual or a non-U.S. corporation and do not hold the note in connection with a United States trade or business, interest paid and OID accrued on the Notes will be treated as “portfolio interest” and therefore will be exempt from a 30% United States withholding tax. In that case, you will be entitled to receive interest payments on the Notes free of United States federal income tax provided that you periodically provide a statement on applicable IRS forms certifying under penalty of perjury that you are not a United States person and provide your name and address. In addition, in that case you will not be subject to United States federal income tax on gain from the disposition of a note unless you are an individual who is present in the United States for 183 days or more during the taxable year in which the disposition takes place and certain other requirements are met. Interest paid and accrued OID paid to a non-U.S. person are not subject to withholding if they are effectively connected with a United States trade or business conducted by that person and we are provided a properly executed IRS Form W-8ECI. They will, however, generally be subject to the regular United States income tax. If you are a non-U.S. corporation, that portion of your earnings and profits that is effectively connected with your U.S. trade or business also may be subject to a “branch profits tax” at a 30% rate, although an applicable income tax treaty may provide for lower rate.

Reporting and Backup Withholding

We will report annually to the Internal Revenue Service and to holders of record that are not excepted from the reporting requirements any information that may be required with respect to interest or OID on the Notes.

Under certain circumstances, as a holder of a note, you may be subject to “backup withholding” at a 28% rate. Backup withholding may apply to you if you are a United States person and, among other circumstances, you fail to furnish on IRS Form W-9 or a substitute Form W-9 your Social Security number or other taxpayer identification number to us. Backup withholding may apply, under certain circumstances, if you are a non-United States person and fail to provide us with the statement necessary to establish an exemption from federal income and withholding tax on interest on the note. Backup withholding, however, does not apply to payments on a note made to certain exempt recipients, such as tax-exempt organizations, and to certain non-United States persons. Backup withholding is not an additional tax and may be refunded or credited against your United States federal income tax liability, provided that you furnish certain required information.

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This federal tax discussion is included for general information only and may not be applicable depending upon your particular situation. You are urged to consult your own tax advisor with respect to the specific tax consequences to you of the ownership and disposition of the Notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

Legislation Involving Payments to Certain Foreign Entities

We are required to deduct and withhold a tax equal to 30% of any payments made on our Notes to a foreign financial institution or non-financial foreign entity (including, in some cases, when such foreign institution or entity is acting as an intermediary), and any person having the control, receipt, custody, disposal, or payment of any gross proceeds of sale or other disposition of our Notes is required to deduct and withhold a tax equal to 30% of any such proceeds, unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), and (ii) in the case of a non-financial foreign entity, such entity provides the withholding agent with a certification identifying the direct and indirect U.S. owners of the entity. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. You are encouraged to consult with your own tax advisors regarding the possible implications of these requirements on an investment in the Notes.

SUMMARY OF NOTES

General

This Offering Statement relates to the offer and sale of up to $50,000,000 in principal amount of unsecured, non-convertible, fixed-rate promissory notes (the “Notes”) of PFG Fund V, LLC, a Colorado limited liability company (the Company). The following is a brief summary of the features of the Notes provided below, which is qualified in its entirety by the terms and provisions of the actual Note provided to such Noteholder at the time of subscription. In the event of any conflict between the short summary presented below and the actual terms and provisions of the Note, the latter shall govern.

Interest

The Company intends to borrow money from Noteholders at a fixed interest rate of 8% per annum. Interest shall be made on the unpaid principal balance which will begin to accrue when the investment proceeds have been delivered to the Company by the Investor, following the Company’s acceptance of the subscription agreement.

Payment Frequency

Interest is payable monthly. Interest payments shall be calculated and due as of the end of each month, prorated for any partial month, with payments payable by the 5^th of the succeeding month.

Unsecured Notes

The Notes represent nonrecourse unsecured debt obligations of the Company. Noteholders do not have any security interest in any Company assets.

Extension

Noteholders shall automatically renew and extend their entire Note investment, unless the Noteholder provides a written notice to the Manager at least Ninety (90) days prior to the maturity of the Note.

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Reinvestment Option

A Noteholder may purchase the Note with a reinvestment option whereby the Company will (under the Noteholder’s election) retain 100% of the interest payable and credit the principal balance due and owing to the Noteholder. The retained interest payment will be accumulated commencing on the date of issuance of the Notes until the maturity of the Note.

Noteholder Early Redemption Request

Investor may request early redemption of his, her, or its Note at any time after the 1-month period by giving the Company at least 90 days prior written notice. The Company, subject to available funds, may return the funds to the Investor upon expiration of the 90-day notice period. The Company cash position and the availability of cash to return to investors is based on monies that are currently in a liquid account. The Company’s business is to make loans which are not liquid assets. If the Company’s money is in loans and there is not enough funds in a liquid account, the Company would need to wait until the funds became available either from interest it collects on loans or one or more of its loans paying off in full. If the Company does not have available funds to honor Investor’s redemption request upon expiration of the 90-day period, the Company will honor the redemption request and return the Investor’s funds as soon as cash becomes available to the Company.

Upon the request for redemption, the Company will begin holding cash from disposed loans immediately after such a request is received. The Company will deposit the principal balance, plus any owed accrued interest, from disposed loans into a liquid account such as a separate money market or checking account in the name of the Company until such time the Company has sufficient funds to redeem individual Notes. At the time of a balance to pay an individual Note with accrued interest, the Company will release funds to the Noteholder and transfer to Noteholder’s account via wire, automatic clearinghouse (“ACH”) payment, or pay via check, as agreed between the Company and the Noteholder. At such time, the Note shall be considered redeemed. Notes will be redeemed on a “first come, first serve” basis. The Company will maintain a record of communication from Noteholders regarding redemption requests. Redemption requests from Noteholders must be in writing. The Company will acknowledge receipt of such a request.

The Notes will be offered on an ongoing and continuous basis directly by the Company, with no minimum amount to be sold, and will be subordinated to all other debt of the Company.

Note Ownership

 The Company is entitled to treat the registered holder shown on its records as the owner of the Note for all purposes. Ownership of a Note may be registered in the name of any two or more named persons as joint tenants with right of survivorship, as tenants in common or as tenants by the entireties, and payment of principal and interest on any Notes so registered will be made to the person or persons entitled to receive such payment as their interests may appear.

SINCE WE HAVE NO OPERATING HISTORY, NO PROPERTIES, NO SIGNIFICANT ASSETS AND NO CURRENT SOURCES OF FINANCING, WE MAY NOT BE ABLE TO IMPLEMENT OUR PLAN OF OPERATION AND MAY NOT BE ABLE GENERATE INCOME IN TIME TO MEET THE INTEREST PAYMENT REQUIREMENTS UNDER THE NOTES.

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How to Purchase Notes

The Company will sell the Notes directly, without an underwriter or selling agent. The Notes will be sold by the Company’s Manager, Kevin Amolsch, who, under Rule 3a4-1(a) of the Exchange Act, is deemed not to be a broker. In accordance with the provisions of Rule 3a4-1(a), Mr. Amolsch will not be compensated by commission, will not be associated with any broker or dealer and will limit their activities so that they will comply with certain specified limitations when responding to inquiries from potential purchasers. To purchase a Note, investors should contact:

Kevin Amolsch (Manager of the Company) 

PFG Fund V, LLC 

10200 W 44^th Ave Suite 220 Wheat Ridge, CO 80033 

Telephone No.: (303) 835-4445 

Email: kevin@pinefinancialgroup.com

Payment At Maturity

The Notes will have a 60-month term. The Notes will have a right of redemption granted to the holder of the Notes after the first 1-month with at least 90 days written notice and subject to availability of cash on hand.

Payments on the Notes at maturity will be made from funds from operations and not from proceeds from this Offering. Where funds from operations are inadequate to satisfy payments on Notes at maturity, the Company may sell properties it owns to satisfy such payments, which may reduce the income generated by the Company and affect the Company’s ability to meet its payment obligations on the Notes of the remaining investors.

Redemption

The Company has the right, at its option, to call any of the Notes for redemption before maturity in whole or in part, at any time or from time to time. If a Note is redeemed before maturity, the holder will be paid an amount equal to the face value of the Note plus any accrued interest through the date of redemption. The Company may redeem the Notes in part, in which event the holder receives payment of a portion of the face value of the Note as well as accrued interest on the redeemed portion through the date of partial redemption. In the event of a partial redemption, the partial redemption applies to all Note holders regardless of the interest rate on their Notes. The Company will give the holder not less than 30 days prior written notice by First Class mail or email (to the last known physical or email address of the Noteholder appearing on the Company’s records) of each redemption, specifying the principal amount of the Notes to be redeemed and the redemption date. The principal amount of the Note specified in the notice, together with interest accrued and unpaid thereon to the date of redemption plus the applicable prepayment premium, is due and payable on the redemption date.

The notice of redemption to be given by the Company to the affected Note holders will contain detailed redemption instructions. Included in such notice will be delivery procedures and instructions for delivery of the Notes to the Company, the effective date of the redemption and related matters. Any interest due in connection with the redemption will be accrued through the date of the redemption. Upon delivery to the Company of the Note to be redeemed, together with related documentation, a check in the appropriate amount will promptly be forwarded to the holder of the redeemed Note.

Repayment Upon Death

There is no right to have Notes redeemed upon the death of a certificate holder. All rights of the holder will be transferred to the holder’s estate and will inure to the benefit of the holder’s heirs.

Additional Issuances

The Company’s Articles of Organization and Operating Agreement do not restrict the Company from issuing additional securities or incurring additional debt including senior debt or other secured or unsecured obligations, the withdrawal of cash deposited against such issuances, or the release or substitution of assets securing such issues.

Modification of Note Terms

The terms of the Notes may not be modified without written consent of all holders of the Notes.

Dividend Policy

There are no provisions in the Company’s Articles of Organization or Operating Agreement restricting the payment of dividends. Any payment of cash dividends in the future will be at the discretion of our Manager and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our directors.

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Financial Information Provided to Investors

In addition to the financial information provided in this Offering Statement, the Company will, upon request, provide a copy of its Financial Statements to all holders of Notes within 60 days after the end of each fiscal year. These Financial Statements will also be filed with the Securities and Exchange Commission during the annual and/or semi-annual report, as applicable.

LEGAL PROCEEDINGS

We may from time to time be involved in routine legal matters incidental to our business; however, at this point in time we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the date of this Offering.

Name of Beneficial Owner	Membership Interests			Percent Before Offering			Percent After Offering
Pine Financial Group, Inc.		100	%		100	%		100	%
TOTAL		100	%		100	%		100	%

“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this Offering.

DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Principals of the Manager of the Company are as follows:

Name	Age	Title
Kevin Amolsch	41	President, Treasurer, and CEO of Pine Financial Group, Inc.

Duties, Responsibilities and Experience

The following individuals are the decision makers of Pine Financial Group, Inc. which is the Manager of the Company. All business and affairs of the Company shall be managed by the Manager. The Manager shall direct, manage, and control the Company to the best of its ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company. The rights and duties of the Manager is described in the Operating Agreement.

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The principals of the Manager are as follows:

Pine Financial Group, Inc., Managing Member

Kevin Amolsch, Age 41, Sole Principal and Owner of Pine Financial Group, Inc., Manager

Kevin Amolsch formed Pine Financial Group, Inc. in October 2008 after leaving Lassiter Mortgage as the senior loan officer for residential lending. With Lassiter Mortgage, a small mortgage brokerage consisting of the owner, one assistant, and Mr. Amolsch who served as a sub-contractor originating mortgage loans. While there, Mr. Amolsch was able to help raise private money to fund hard money loans as well as brokering traditional mortgages in Colorado. During his last 12 months there, Mr. Amolsch originated every residential loan that came through Lassiter, whether hard money or conventional, while the owner focused on commercial loans and her side business. Although the owner reviewed every file Mr. Amolsch initiated and was the underwriter on each hard money file, it was Mr. Amolsch who made the principal decisions on which loans to fund and which ones to turn down and presented the deals to the individual investors for funding on the hard money loans. Mr. Amolsch was also instrumental in structuring the loan servicing side of the business and created the system for collecting and sending payments and for handling defaults.

Today, Pine Financial Group is a premier lender for real estate investors in Colorado and Minnesota with more than 1,650 loans for almost $500 million in completed transactions. It is well known in the investment community that Pine Financial can get deals done and its business is based primarily on repeat business and referrals.

Kevin acquired his first house shortly after his 21^st birthday. He was in the military when he purchased the house. Within two years he purchased another home and kept the first one as a passive investment. Within another two years he became a full time real estate investor through acquisition, leasing and selling residential assets. He did this for several years before becoming a mortgage broker. He continued to broker conventional mortgage loans part time and went to work for a company that analyzes mortgage bonds to learn more about the secondary mortgage market in this country.

Finding it difficult to work for someone else he ended his short corporate career before his two-year anniversary and started working for a small boutique mortgage company in Denver and learned how to broker private money. This small mortgage company, Lassiter Mortgage, was a mortgage broker licensed in Colorado. There were two loan officers and one office assistant. Their office was in Denver and it originated loans in Colorado. For the last 12 months Kevin worked there, he ran the residential lending division. Any residential loan originated by Lassiter Mortgage was originated by Kevin. Kevin was consistently making between 2 and 5 private money loans per month before he left the company in 2008. Kevin was in charge of putting the file together and presenting the deal and the risks to private money lenders. Kevin also started and managed the loan servicing division where he was responsible for collecting payments, managing defaults and inspecting the properties. In 2008 he started Pine Financial Group, Inc to continue pursuing his passion for deals.

Pine Financial Group has three full time employees, three independent contractors and two offices. Pine Financial Group originates short-term rehab loans to small real estate investors and developers. The niche has always been to serve investors and help make it possible for new and experienced investors to do more real estate deals. Pine Financial Group has been profitable from day one and is 100% privately financed.

Kevin is the author of “The 45 Day Investor” a book dedicated to helping new investors buy their first investment property in 45 days or less and has been quoted in the Las Vegas Review Journal, the Denver Post, Yahoo Real Estate, and several other small publications and blogs. 

39

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation of the Principals of our Manager:

Name and Principal Position	Year		Salary		Bonus		Option Awards		All Other Compensation(1)
Kevin Amolsch, President, CEO, and Treasurer of Pine Financial Group, Inc. Manager		2020	$	0	$	0	$	0	100% of the LLC Interests

For organizing the Company, business plan development, putting together this Offering, initial capitalization, and other related services, the Manager of our Company has been awarded 100% of the LLC Interests in our Company. The Manager continues to reap the benefits of the LLC Interests by providing management services to the Company and its noteholders.

The Manager shall receive reimbursement for expenses incurred on behalf of the Company. The Manager will also receive 100% of distributions available after the Noteholders have received their return of principal and promised interest payments under the Notes.

Employment Agreements

There are no current employment agreements or current intentions to enter into any employment agreements.

Future Compensation

The principals of our Manager have agreed to provide services to us without compensation until such time that we have sufficient earnings from our revenue. The Manager has received the Membership Interests in exchange for cash. 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company utilizes office space provided at no cost from our Manager. Office services are provided without charge by the Company’s Manager. Such costs are immaterial to the financial statements and, accordingly, have not been reflected.

We have issued 100% of the Management Interests to our Manager. The Manager shall receive the following fees and compensation:

Phase of Operation	Basis for Fee	Amount of Fee
Net Income	N/A.	The Manager, as equity holder of the Company, shall receive fee of 100% of the available cash distributions (profits). Cash Distributions are profits only, and shall be made after interest and/or principal payment of the Notes, and other expenses and costs that the Company may incur. The total amount of profit that the Manager may receive cannot be determined at this time. This may be paid monthly.
Servicing Fee (Fee charged to the Company)	Manager’s compensation for servicing each loan.	The Servicing Fee shall be at a rate of 1% of the principal amount of the Loan. The total the Manager may receive cannot be determined at this time.
Origination and Administration Fee (Fee charged to the Borrower)	Manager’s Compensation for time spent for originating, underwriting, and administering the Loan.	$685 per Loan plus 2% to 4% of the Loan principal amount. The total the Manager may receive cannot be determined at this time. Paid by the Borrower.
Inspection Fees (Fee charged to the Borrower)	Manager’s compensation for inspecting properties for construction draws.	A reasonable fee charged to the Borrower for inspecting the property prior to releasing a construction draw. The total the Manager may receive cannot be determined at this time.

40

SELECTION, MANAGEMENT AND CUSTODY OF COMPANY’S INVESTMENTS

Management of our investments will be vested in the Manager of the Company.

PRIOR PERFORMANCE

Prior Performance is Not Indicative of Future Results

The Manager of the Company is Pine Financial Group, Inc, and the principal owner and president of the Manager is Kevin Amolsch.

Pine Investments, LLC

Because of similarities, investors who are considering investing in notes in the Company might find it useful to review information about Pine Investments, LLC which is a significantly smaller fund than the one contemplated herein. Of course, prospective investors should bear in mind that prior performance does not guarantee future results. The fact that a prior endeavor has been successful (or unsuccessful) does not mean the Company will experience the same results.

There have been no major adverse business developments or conditions experienced by any project that would be material to investors in notes in the Company.

Table I

In October 2009, the Manager launched Pine Investments, LLC (“PI”) The purpose of PI was to originate notes on investment properties. The goal was to complete an initial raise of $5,000,000 from friends, family, and business associates. Each investor in PI purchased membership units making this an equity offering with returns fluctuating based on performance.

The Company regularly originates and sells notes. Notes are for rates between approximately 12% and 13% per year.

Current number of investors:		35
Current Investor Equity:	$	12,109,144.74
Current Number of Loans:		16
Current Balance of loans:	$	11,131,216.25
Date Offering Began:		October-09

Table II

Through investors adding to their investments and reinvesting profits, PI has grown over the years. Below is the last three years of profit and loss statements.

	2018		2019		2020 (YTD)
Income
Interest Income	$	824,104	$	1,224,792	$	1,059,084
Late Fee Income	$	5,930	$	693	$	3,605
Total Income	$	830,034	$	1,225,485	$	1,062,689
Expense
Interest Expense	$	-	$	-	$	-
Management Fees	$	-	$	-	$	-
Operating Expense	$	24,673	$	27,085	$	56,986
Total Expense	$	24,673	$	27,085	$	56,986
Net Income	$	805,361	$	1,198,400	$	1,005,703

41

Table III

Historic returns paid to investors. Average return since inception is 11.56%.

2010	12.66%
2011	12.35%
2012	10.77%
2013	12.46%
2014	13.86%
2015	10.79%
2016	15.36%
2017	8.86%
2018	8.36%
2019	10.08%

42

Table IV

Every loan originated by PI includes a deed of trust or mortgage securing the loan with the property.

These are all the notes that were owned by PI on the last day of each of the last three years.

Pine Investments LLC - INVESTMENT PORTFOLIO AS OF 12/31/2018
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
10643	3450 Downing St. Denver CO 80205	$42,500.00	14.00%	Current	100.000%
10850	265 N Fuller Placer Breckenridge CO 80424	$126,000.00	12.00%	Current	12.336%
10864	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$154,658.00	12.00%	Current	20.494%
10941	5509 Kellogg Ave. S. Minneapolis MN 55424	$1,394,340.99	14.00%	Paid off	100.000%
10961	5808 Brookview Ave. Minneapolis MN 55424	$799,410.63	15.00%	Paid off	62.441%
11014	4853 Vincent Ave. S. Minneapolis MN 55410	$934,419.42	15.00%	Paid off	100.000%
11023	1124, 1126, 1128, 1130 Orchard St. Colorado Springs CO 80917	$60,000.00	15.00%	Paid off	100.000%
11255	435 N Washington St. Denver CO 80203	$424,349.00	11.00%	Paid off	94.228%
11276	34501 E Quincy Ave. Watkins CO 80137	$193,900.00	12.00%	Paid off	3.668%
11285-A	7912 Raphael Lane Littleton CO 80125	$505,950.00	10.00%	Paid off	98.005%
11317	7668 Raphael Lane Littleton CO 80125	$317,000.00	10.00%	Current	61.799%
11324	E 121st Ave townhomes Denver CO 80241 (32 properties)	$2,934,444.43	11.00%	Current	48.130%
11369	1105 S Milwaukee St. Denver CO 80210	$558,595.00	10.00%	Paid off	100.000%
11385	654 S Gilpin St. Denver CO 80209	$860,000.00	10.50%	Paid off	87.500%
11389	1767 S Logan St. Denver CO 80210	$483,000.00	12.90%	Paid off	50.000%

43

Table V

Pine Investments LLC - INVESTMENT PORTFOLIO AS OF 12/31/2019
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
10643	3450 Downing St. Denver CO 80205	$42,500.00	14.00%	Current	100.000%
10850	265 N Fuller Placer Breckenridge CO 80424	$126,000.00	12.00%	Current	12.336%
10864	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$154,658.00	12.00%	Current	20.494%
11014	4853 Vincent Ave. S. Minneapolis MN 55410	$802,510.97	15.00%	Paid Off	100.000%
11255	435 N Washington St. Denver CO 80203	$764,361.00	11.00%	Paid Off	91.250%
11317	7668 Raphael Lane Littleton CO 80125	$124,000.00	10.00%	Current	14.837%
11321	125 Hartman Circle NE Minneapolis MN 55432	$184,500.00	11.90%	Paid Off	100.000%
11324	E 121st Ave townhomes Denver CO 80241	$2,908,175.11	11.00%	Current	57.739%
11369	1105 S Milwaukee St. Denver CO 80210	$892,732.54	10.00%	Paid Off	100.000%
11385	654 S Gilpin St. Denver CO 80209	$1,240,000.00	10.50%	Paid Off	80.519%
11392	Highway 85-87 Fountain CO 80817	$1,830,505.72	12.00%	Current	65.911%
11478	2515 S Mereidian Rd. Manitou Springs CO 80829	$173,970.00	11.00%	Paid Off	100.000%
11489	5038 Miller Road Flint MI	$2,522,197.25	10.00%	Current	100.000%
11500	1615 Girard Ave N Minneapolis MN 55411	$60,000.00	11.90%	Foreclosure	100.000%
11503	910 Oliver Ave. N Minneapolis MN 55411	$112,500.00	11.90%	Paid Off	100.000%
11515	5720 Knox Ave S Minneapolis MN 55419	$261,000.00	11.90%	Paid Off	62.140%
11525	4756 Alcott St. Denver CO 80211	$315,000.00	11.00%	Paid Off	100.000%
11534	3600 Vallejo St. Denver CO 80211	$32,601.00	11.00%	Current	2.733%
11541	5417 35th Ave. N Minneapolis MN 55422	$56,734.00	11.90%	Current	100.000%

44

Table VI

Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
10643	3450 Downing St. Denver CO 80205	$42,500.00	14.00%	Current	100.00%
10864	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$473,000.00	15.00%	Current	37.99%
11317	7668 Raphael Lane Littleton CO 80125	$632,000.00	10.00%	Current	51.93%
11324	E 121st Ave townhomes Denver CO 80241	$1,671,280.89	12.00%	Current	52.29%
11392	Highway 85-87 Fountain CO 80817	$1,858,278.15	12.00%	Current	66.25%
11405	2460 S Adams St. Denver CO 80210	$48,000.00	10.00%	Current	3.34%
11445	20153 E Smokey Hill Rd. Aurora CO 80015	$1,053,425.67	11.00%	Current	21.48%
11489	5038 Miller Road Flint MI	$1,668,747.97	12.00%	Current	62.53%
11500	1615 Girard Ave N Minneapolis MN 55411	$60,000.00	11.90%	Foreclosure	100.00%
11541	5417 35th Ave. N Minneapolis MN 55422	$223,578.00	11.90%	Current	100.00%
11554	3114 W Clybourn St. Milwaukee WI 53208	$59,657.00	14.00%	Current	100.00%
11574	1833 Emerson St. Denver CO 80218	$2,270,000.00	12.00%	Current	90.80%
11601	1983 S Logan St. Denver CO 80210	$179,047.33	11.00%	Current	27.76%
11635	6759 Ingalls St. Arvada CO 80003	$295,000.00	10.00%	Current	100.00%
11647	3050 Coon Rapids Blvd NW Minneapolis MN 55433	$128,701.24	11.00%	Current	13.15%
11654	440, 520, 540 Forest Edge Circle A & B Woodland Park CO 80863	$468,000.00	10.00%	Current	44.36%

45

PFG Fund II, LLC

Because of similarities, investors who are considering investing in notes in the Company might find it useful to review information about PFG Fund II, LLC which is a significantly smaller fund than the one contemplated herein. Of course, prospective investors should bear in mind that prior performance does not guarantee future results. The fact that a prior endeavor has been successful (or unsuccessful) does not mean the Company will experience the same results.

There have been no major adverse business developments or conditions experienced by any project that would be material to investors in notes in the Company.

Table I

In September 2011, the Manager launched PFG Fund II, LLC (“Fund II”) The purpose of FUND II was to originate notes on investment properties. The goal was to complete an initial raise of $5,000,000 from friends, family, and business associates. Each investor in FUND II purchased membership units making this an equity offering with returns fluctuating based on performance.

The Company regularly originates and sells notes. Notes are for rates between approximately 10% and 13% per year.

Current number of investors:		91
Current Investor Equity:	$	27,929,416.85
Current Number of Loans:		48
Current Balance of loans:	$	25,275,945.14
Date Offering Began:		September-11

46

Table II

Below is the last three years of profit and loss statements.

	2018		2019		2020 (YTD)
Income
Interest Income	$	2,634,602	$	2,946,264	$	2,801,433
Late Fee Income	$	5,165	$	1,680	$	3,554
Forfeited Profits	$	-	$	1,352	$	1,272
Rental Income	$	36,200	$	13,434	$	1,931
Total Income	$	2,675,967	$	2,962,730	$	2,819,790
Expense
Interest Expense	$	-	$	-	$	-
Management Fees	$	449,266	$	441,819	$	478,608
Operating Expense	$	80,873	$	285,909	$	220,286
Total Expense	$	530,139	$	727,728	$	698,894
Net Income	$	2,145,828	$	2,235,002	$	2,120,896

Table III

Historic returns paid to investors. Average return since inception is 9.84%.

2012	11.01%
2013	10.69%
2014	11.00%
2015	10.04%
2016	10.07%
2017	8.37%
2018	9.42%
2019	8.10%

47

Table IV

Every loan originated by FUND II includes a deed of trust or mortgage securing the loan with the property.

These are all the notes that were owned by FUND II on the last day of each of the last three years.

PFG Fund II, LLC - INVESTMENT PORTFOLIO AS OF 12/31/2018
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
10679	6004 Zenith Ave. S Minneapolis MN 55410	$671,500.00	14.00%	Paid Off	100.00%
10803	4516 Washburn Ave. S Minneapolis MN 55410	$446,000.00	14.00%	Paid Off	100.00%
10850	265 N Fuller Placer Breckenridge CO 80424	$1,169,000.00	15.00%	Paid Off	87.66%
10864	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$600,000.00	14.00%	Current	79.51%
10890	397 S Fuller Placer Rd.-REFI Breckenridge CO 80424	$919,000.00	14.00%	Foreclosure	66.55%
11008	6044 Kellogg Ave. Minneapolis MN 55424	$975,210.55	14.00%	Paid Off	100.00%
11031	768 Birch St. Denver CO 80220	$901,453.97	14.00%	Paid Off	100.00%
11054	2926 W 24th Ave. 2930 W 24th Ave. Denver CO 80211	$1,605,000.00	15.00%	Paid Off	63.19%
11072	4541-4545 Tennyson St. Denver CO 80212	$1,210,000.00	12.00%	Paid Off	52.42%
11111	1725 Peoria St. Aurora CO 80010	$1,120,000.00	14.00%	Current	100.00%
11117	6701 CR 110 W. MOUND MN 55364	$371,000.00	14.00%	REO	17.92%
11163	104 White Ave. Grand Junction CO 81501	$1,900,000.00	14.00%	Paid Off	63.33%
11175	3737 Kalamath St. Denver CO 80211	$1,920,000.00	14.00%	Paid Off	51.05%
11180	2349 S Cherokee St. Denver CO 80223	$451,382.16	11.00%	Paid Off	100.00%
11253	324 W Hampden Ave. Englewood CO 80110	$312,000.00	11.00%	Paid Off	100.00%
11260	7932 Raphael Lane Littleton CO 80125	$259,250.00	10.00%	Paid Off	41.46%
11261	7876 Raphael Lane Littleton CO 80125	$520,950.00	10.00%	Current	100.00%
11264	2810 Inspiration Dr. Colorado Springs CO 80917	$247,500.00	11.00%	Paid Off	100.00%
11276	34501 E Quincy Ave. Watkins CO 80137	$2,579,100.00	12.00%	Paid Off	51.79%
11290	2250 S Clermont St. Denver CO 80222	$486,000.00	11.90%	Paid Off	100.00%
11300	3908 Douglas Dr. N Minneapolis MN 55422	$207,250.00	11.90%	Paid Off	100.00%
11307	73 Indigo Way Castle Rock CO 80108	$685,800.00	11.90%	Paid Off	15.20%
11315	2936 Chowen Ave. S. Minneapolis MN 55416	$130,000.00	14.00%	Foreclosure	32.19%
11324	E 121st Ave townhomes Denver CO 80241 (32 properties)	$3,181,555.57	11.00%	Current	51.87%
11326	6622 S Pearl St. Littleton CO 80121	$397,500.00	11.90%	Paid Off	74.84%
11338	1633 Clayton St. Denver CO 80210	$173,126.00	11.00%	Paid Off	53.14%
11346	471 S Gaylord St. Denver CO 80209	$976,200.00	11.00%	Paid Off	71.20%
11347	1280 S Garfield St. Denver CO 80210	$653,595.00	10.00%	Paid Off	100.00%
11374	1500 S Elizabeth St. Denver CO 80210	$558,595.00	10.00%	Current	100.00%

Table V

48

PFG Fund II, LLC - INVESTMENT PORTFOLIO AS OF 12/31/2019
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
10850	265 N Fuller Placer Breckenridge CO 80424	$1,169,000.00	15.00%	Paid Off	87.66%
10864	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$600,000.00	14.00%	Current	79.51%
10890	397 S Fuller Placer Rd.-REFI Breckenridge CO 80424	$919,000.00	14.00%	Foreclosure	66.55%
11008	6044 Kellogg Ave. Minneapolis MN 55424	$1,043,991.98	14.00%	Paid Off	100.00%
11031	768 Birch St. Denver CO 80220	$901,453.97	14.00%	Paid Off	100.00%
11072	4541-4545 Tennyson St. Denver CO 80212	$2,007,447.27	12.00%	Paid Off	64.64%
11111	1725 Peoria St. Aurora CO 80010	$1,120,000.00	14.00%	Current	100.00%
11117	6701 CR 110 W. MOUND MN 55364	$371,000.00	14.00%	REO	17.92%
11175	3737 Kalamath St. Denver CO 80211	$1,949,030.23	14.00%	Paid Off	39.37%
11260	7932 Raphael Lane Littleton CO 80125	$401,500.00	10.00%	Paid Off	33.61%
11261	7876 Raphael Lane Littleton CO 80125	$1,061,750.00	10.00%	Current	100.00%
11307	73 Indigo Way Castle Rock CO 80108	$124,392.24	11.90%	Paid Off	8.46%
11315	2936 Chowen Ave. S. Minneapolis MN 55416	$225,790.19	14.00%	Foreclosure	43.79%
11324	E 121st Ave townhomes Denver CO 80241	$2,107,824.89	11.00%	Current	42.26%
11346	471 S Gaylord St. Denver CO 80209	$759,000.00	11.00%	Paid Off	52.32%
11347	1280 S Garfield St. Denver CO 80210	$1,049,095.00	10.00%	Paid Off	100.00%
11374	1500 S Elizabeth St. Denver CO 80210	$817,095.00	10.00%	Current	100.00%
11392	Highway 85-87 Fountain CO 80817	$946,737.55	12.00%	Current	34.09%
11445	20153 E Smokey Hill Rd. Aurora CO 80015	$4,563,898.28	10.00%	Current	100.00%

49

11459	4016 E Batavia Pl. Denver CO 80220	$349,000.00	11.90%	Paid Off	100.00%
11469	2284 Apple St Longmont CO 80504	$312,000.00	11.00%	Current	100.00%
11470	1135 S Milwaukee St Denver CO 80210	$772,125.00	10.00%	Current	100.00%
11470-A	0 Eastonbville Rd. Peyton CO 80831	$700,000.00	10.50%	Current	41.18%
11477	7095 Prado Dr. Fountain CO 80817	$352,800.00	11.00%	Paid Off	100.00%
11513	2634 S Cook St Denver CO 80210	$733,125.00	10.00%	Current	100.00%
11516	1222 Elm Ave Grand Junction CO 81501	$2,000,000.00	9.50%	Current	100.00%
11521	4850 North Camden Ave Minneapolis MN 55430	$83,250.00	11.90%	Paid Off	100.00%
11527	1750 Goodman Rd. Horn Lake MS 38637	$859,500.00	11.00%	Paid Off	100.00%
11528	2800 N Palmer St. Milwaukee WI 53212	$51,000.00	14.00%	Current	100.00%
11535	760 Lotus Way Broomfield CO 80020	$223,000.00	11.90%	Paid Off	50.00%
11536	2137 Ashland Lane Mound MN 55364	$519,200.00	11.90%	Current	100.00%
11548	1948 Wayzata Blvd. Long Lake MN	$590,000.00	11.90%	Paid Off	50.00%

Table VI

PFG Fund II, LLC - INVESTMENT PORTFOLIO AS OF 11/30/2020
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
10864	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$772,000.00	14.00%	Current	62.01%
11111	1725 Peoria St. Aurora CO 80010	$1,120,000.00	14.00%	Current	100.00%
11117	6701 CR 110 W. MOUND MN 55364	$371,000.00	14.00%	REO	17.92%
11261	7876 Raphael Lane Littleton CO 80125	$1,225,000.00	10.00%	Current	100.00%
11315	2936 Chowen Ave. S. Minneapolis MN 55416	$579,162.24	14.00%	Foreclosure	60.71%
11324	E 121st Ave townhomes Denver CO 80241	$1,524,719.11	11.00%	Current	47.71%
11374	1500 S Elizabeth St. Denver CO 80210	$1,160,000.00	10.00%	Current	100.00%
11392	Highway 85-87 Fountain CO 80817	$946,737.55	11.00%	Current	33.75%
11445	20153 E Smokey Hill Rd. Aurora CO 80015	$775,672.40	11.00%	Current	15.82%
11445-A	20153 E Smokey Hill Rd. Aurora CO 80015	$1,200,218.89	12.00%	Current	100.00%
11469	2284 Apple St Longmont CO 80504	$357,000.00	11.00%	Current	100.00%

50

11470	1135 S Milwaukee St Denver CO 80210	$1,172,125.00	10.00%	Current	100.00%
11470-A	0 Eastonbville Rd. Peyton CO 80831	$777,942.22	11.00%	Current	32.41%
11513	2634 S Cook St Denver CO 80210	$1,098,125.00	10.00%	Current	100.00%
11516	1222 Elm Ave Grand Junction CO 81501	$2,000,000.00	11.00%	Current	100.00%
11527	1750 Goodman Rd. Horn Lake MS 38637	$950,000.00	11.00%	Current	100.00%
11528	2800 N Palmer St. Milwaukee WI 53212	$51,000.00	14.00%	Current	100.00%
11536	2137 Ashland Lane Mound MN 55364	$524,796.40	11.90%	Current	100.00%
11542	2590 S Clayton St. Denver CO 80210	$60,000.00	11.00%	Current	3.25%
11547	903 York Ave Saint Paul MN 55106	$85,500.00	11.90%	Current	100.00%
11556	Lots in Salida  CO	$1,708,431.33	12.00%	Current	87.24%
11562	103 Uncle Sam Lode Rd. Breckenridge CO 80424	$780,000.00	11.90%	Current	100.00%
11566	1719 S Gilpin St. Denver CO 80210	$890,000.00	11.00%	Current	100.00%
11567	1012 14th Ave. N Minneapolis MN 55411	$100,000.00	11.90%	Current	100.00%
11572	710 S Blaney Rd. Colorado Springs CO 80929	$245,500.00	11.00%	Current	100.00%
11587	4127 Madison St. NE Minneapolis MN 55421	$99,000.00	11.90%	Current	100.00%
11589	18149 Pleasant Park Rd. Littleton CO 80127	$483,500.00	10.00%	Current	100.00%
11591	848 S Kenneth St. Saint Paul MN 55116	$289,100.00	11.90%	Current	100.00%
11594-A	8898 Mogensen Shores Rd. Brainerd MN 56401	$267,500.00	11.00%	Current	100.00%
11595-A	910 Oliver Ave N Minneapolis MN 55411	$196,857.00	11.00%	Current	100.00%
11597	TBD Fox View Trail Franktown CO 80116	$434,000.00	11.00%	Current	100.00%
11610	9100 W 20th Ave. Denver CO 80215	$260,000.00	10.00%	Current	100.00%
11613	540 Hill Ave. Grand Junction CO 81501	$261,000.00	11.00%	Current	100.00%
11621	12041 N Holly Way Brighton, CO 80602	$249,000.00	10.00%	Paid Off	100.00%
11629	6327 31st Ave N Minneapolis MN 55427	$207,900.00	11.90%	Current	100.00%
11632-A	5238 Scott Ave N Minneapolis MN 55422	$166,181.00	11.90%	Current	100.00%
11633	5244 Scott Ave N Minneapolis MN 55422	$32,247.00	11.00%	Current	100.00%
11634	4620 Fountain Ave. Cascade CO 80809	$248,000.00	10.00%	Current	100.00%

51

11638	1345 Chester St. Aurora CO 80010	$246,000.00	10.00%	Current	100.00%
11641	3491 Mowry Pl Westminster CO 80031	$270,000.00	11.00%	Current	100.00%
11644	4115 Blaisdell Ave Minneapolis MN 55409	$245,515.00	11.00%	Current	100.00%
11647	3050 Coon Rapids Blvd NW Minneapolis MN 55433	$150,000.00	11.00%	Current	15.33%
11651	798 Main St. Circle Pines MN 55014	$113,490.00	11.90%	Current	100.00%
11652	4553 N 27th St Milwaukee WI 53209	$50,000.00	14.00%	Current	100.00%
11654	440, 520, 540 Forest Edge Circle A & B Woodland Park CO 80863	$479,000.00	10.00%	Current	45.40%
11658	W7835 135th Ave Hager City WI 54014	$151,725.00	11.90%	Current	100.00%
11661	1242 119th Lane NW Minneapolis MN 55448	$90,000.00	11.90%	Current	100.00%
11663	5931 N 68th St Milwaukee WI 53218	$60,000.00	14.00%	Current	100.00%

PFG Fund III, LLC

Because of similarities, investors who are considering investing in notes in the Company might find it useful to review information about PFG Fund III, LLC which is a significantly smaller fund than the one contemplated herein. Of course, prospective investors should bear in mind that prior performance does not guarantee future results. The fact that a prior endeavor has been successful (or unsuccessful) does not mean the Company will experience the same results.

There have been no major adverse business developments or conditions experienced by any project that would be material to investors in notes in the Company.

Table I

In March 2017, the Manager started accepting investments into PFG Fund III, LLC (“Fund III”) The purpose of FUND III was to originate notes on investment properties. The goal was to complete an initial raise of $5,000,000. Each investor in FUND III unsecured promissory notes with a set rate of return of 8% annualized.

The Company regularly originates and sells notes. Notes are for rates between approximately 10% and 13% per year.

Current number of investors:		95
Balance of notes issued to investors:	$	13,409,162.45
Current Number of Loans:		26
Current Balance of loans:	$	13,158,872.21
Member Equity:	$	684,611.83
Date Offering Began:		March-17

52

Table II

Below is the last three years of profit and loss statements.

	2018		2019		2020 (YTD)
Income
Interest Income	$	391,322	$	756,099	$	1,064,167
Late Fee Income	$	-	$	517	$	1,046
Total Income	$	391,322	$	756,616	$	1,065,213
Expense
Interest Expense	$	373,496	$	576,845	$	795,102
Management Fees	$	-	$	-	$	-
Operating Expense	$	215	$	4,638	$	-9
Total Expense	$	373,711	$	581,483	$	795,093
Net Income	$	17,611	$	175,133	$	270,120

Table III

Historic returns paid to investors. Each investor receives a note with an 8% interest rate.

2016	8.00%
2017	8.00%
2018	8.00%
2019	8.00%

53

Table IV

Every loan originated by FUND III includes a deed of trust or mortgage securing the loan with the property.

These are all the notes that were owned by FUND III on the last day of each of the last three years.

PFG Fund III, LLC - INVESTMENT PORTFOLIO AS OF 12/31/2018
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
11092	215 Spruce Rd. Golden CO 80401	$120,000.00	14.00%	Paid Off	100.00%
11117	6701 CR 110 W. MOUND MN 55364	$724,500.00	14.00%	REO	35.00%
11138	2231 S Vaughn Way Unit 111B Aurora CO 80014	$85,050.00	14.00%	Paid Off	100.00%
11189	1134 S Milwaukee St. Denver CO 80210	$789,250.00	10.00%	Paid Off	90.70%
11260	7932 Raphael Lane Littleton CO 80125	$366,000.00	10.00%	Paid Off	58.54%
11285	7912 Raphael Lane Littleton CO 80125	$86,238.00	9.00%	Paid Off	100.00%
11298	207 N 37th St. Milwaukee WI 53208	$39,500.00	15.00%	Paid Off	100.00%
11304	515 3rd St. Stillwater MN 55082	$390,000.00	11.90%	Paid Off	100.00%
11317	7668 Raphael Lane Littleton CO 80125	$195,950.00	10.00%	Current	38.20%
11332	965 S Monroe St. Denver CO 80209	$1,583,000.00	11.00%	Paid Off	100.00%
11342	2912 Drew Ave. N Minneapolis MN 55422	$186,900.00	11.90%	Paid Off	100.00%
11356	5952 Fremont Ave. S. Minneapolis MN 55419	$327,500.00	11.90%	Paid Off	100.00%
11376	24250 E Hwy 24 Calhan CO 80808	$118,000.00	11.90%	Paid Off	100.00%
11378	502-504 Sunnyside Lane Hopkins MN 55343	$256,200.00	11.90%	Paid Off	50.00%
11382	4030 Aldrich Ave. N Minneapolis MN 55412	$87,500.00	11.90%	Paid Off	50.00%
11383	61025 E 38th Ave. Bennett CO 80102	$136,728.00	11.90%	Paid Off	100.00%
11387	3851 Fremont Ave N Minneapolis MN 55412	$71,400.00	11.90%	Paid Off	100.00%

54

Table V

PFG Fund III, LLC - INVESTMENT PORTFOLIO AS OF 12/31/2019
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
11117	6701 CR 110 W. MOUND MN 55364	$724,500.00	14.00%	REO	35.00%
11138	2231 S Vaughn Way Unit 111B Aurora CO 80014	$85,050.00	14.00%	Paid Off	100.00%
11260	7932 Raphael Lane Littleton CO 80125	$793,250.00	10.00%	Paid Off	66.39%
11291	0 W 111th Ave. Broomfield CO 80021	$255,293.59	11.00%	Foreclosure	9.08%
11317	7668 Raphael Lane Littleton CO 80125	$711,750.00	10.00%	Current	85.16%
11405	2460 S Adams St. Denver CO 80210	$899,675.00	10.00%	Current	100.00%
11432	1028 Rex St. Louisville CO 80027	$1,485,000.00	11.00%	Paid Off	91.79%
11447	577 22nd St. Georgetown CO 80444	$473,742.76	11.00%	Paid Off	100.00%
11453	3029 Texas Ave S Minneapolis MN 55426	$322,000.00	11.90%	Paid Off	100.00%
11456	104 White Ave Grand Junction CO 81501	$874,000.00	11.00%	Paid Off	29.13%
11458	1833 Nevada Ave E. Saint Paul MN 55119	$186,200.00	11.90%	Paid Off	100.00%
11486	2225 S Stuart St. Denver CO 80219	$50.00	11.00%	Paid Off	0.02%
11490	9780 Coors Blvd. Nw Albuquerque NM 87114	$1,071,000.00	11.00%	Paid Off	85.96%
11493	8898 Mogensen Shore Rd. Brainerd MN 56401	$87,150.00	11.90%	Paid Off	100.00%
11538	100 Lyton Pl Saint Paul MN 55117	$105,000.00	11.90%	Paid Off	50.00%
11539	70 S Calhan Hwy Yoder CO 80864	$109,100.00	11.90%	Paid Off	100.00%
11540	150 S Calhan Hwy Yoder CO 80864	$109,100.00	11.90%	Paid Off	100.00%
11542	2590 S Clayton St. Denver CO 80210	$872,000.00	11.00%	Current	100.00%
11546	5124-5128 W 26th Ave. Denver CO 80212	$1,320,000.00	11.90%	Current	100.00%

55

Table VI

PFG Fund III, LLC - INVESTMENT PORTFOLIO AS OF 11/30/2020
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
11117	6701 CR 110 W. MOUND MN 55364	$724,500.00	14.00%	REO	35.00%
11291	0 W 111th Ave. Broomfield CO 80021	$1,370,477.52	11.00%	Foreclosure	46.14%
11317	7668 Raphael Lane Littleton CO 80125	$585,000.00	10.00%	Current	48.07%
11323-A	963 Jessamine Ave. E Saint Paul MN 55106	$35,900.00	14.00%	Current	100.00%
11402	4170 Cheyenne Dr. Larkspur CO 80118	$161,500.00	11.00%	Current	51.85%
11405	2460 S Adams St. Denver CO 80210	$1,387,000.00	10.00%	Current	96.66%
11435	515 3rd St. S. Stillwater MN 55082	$175,000.00	11.90%	Current	30.41%
11445	20153 E Smokey Hill Rd. Aurora CO 80015	$1,493,000.00	11.00%	Current	30.44%
11489	5038 Miller Road Flint MI	$1,000,000.00	11.00%	Current	37.47%
11542	2590 S Clayton St. Denver CO 80210	$1,784,000.00	11.00%	Current	96.75%
11546	5124-5128 W 26th Ave. Denver CO 80212	$1,320,000.00	11.90%	Current	100.00%
11598-A	2132 Bijou St E 2220 Bijou St E Colorado Springs CO 80909	$492,494.69	11.00%	Current	100.00%
11605	10225 Wadsworth Blvd. Broomfield CO 80021	$197,500.00	10.00%	Current	100.00%
11612	13606 E Bates Ave., #310 Aurora CO 80014	$157,500.00	11.00%	Current	100.00%
11614	2612 Oliver Ave. N Minneapolis MN 55411	$94,500.00	11.90%	Current	100.00%
11615	1481 Lafond Ave. Saint Paul MN 55104	$280,000.00	11.90%	Current	100.00%
11622	2081 Hanover St. Aurora CO 80010	$234,000.00	11.00%	Current	100.00%
11631	5900 Concord Blvd. Inver Grove Heights MN 55076	$170,100.00	11.90%	Current	100.00%
11639	1241 E Minnehaha Ave Saint Paul MN 55106	$135,000.00	11.90%	Current	100.00%
11647	3050 Coon Rapids Blvd NW Minneapolis MN 55433	$300,000.00	11.00%	Current	30.65%
11648	3060 Coon Rapids Blvd NW Minneapolis MN 55433	$200,000.00	11.00%	Current	100.00%
11649	3064 Coon Rapids Blvd. NW  CO	$50,000.00	11.00%	Current	100.00%
11650	3421 Arapahoe St. Denver CO 80205	$414,400.00	10.00%	Current	100.00%
11654	440, 520, 540 Forest Edge Circle A & B Woodland Park CO 80863	$108,000.00	10.00%	Current	10.24%
11656	1519 19th Ave. Longmont CO 80501	$235,000.00	11.00%	Current	100.00%
11657	2117 N 11th St. Milwaukee WI 53205	$54,000.00	14.00%	Current	100.00%
11662	1180 S Zuni St Denver, CO 80223	$291,000.00	11.90%	Paid Off	100.00%

PFG Fund IV, LLC

Because of similarities, investors who are considering investing in notes in the Company might find it useful to review information about PFG Fund IV, LLC which is a significantly smaller fund than the one contemplated herein. Of course, prospective investors should bear in mind that prior performance does not guarantee future results. The fact that a prior endeavor has been successful (or unsuccessful) does not mean the Company will experience the same results.

There have been no major adverse business developments or conditions experienced by any project that would be material to investors in notes in the Company.

56

Table I

In July 2015, the Manager launched PFG Fund IV, LLC (“Fund IV”) The purpose of FUND IV was to originate notes on investment properties. The goal was to complete an initial raise of $5,000,000 from friends, family, and business associates. Each investor in FUND IV purchased membership units making this an equity offering with returns fluctuating based on performance.

The Company regularly originates and sells notes. Notes are for rates between approximately 10% and 13% per year.

Current number of investors:		46
Current Investor Equity:	$	7,512.863.73
Current Number of Loans:		19
Current Balance of loans:	$	7,304,565.84
Date Offering Began:		July-15

Table II

Below is the last three years of profit and loss statements.

	2018		2019		2020 (YTD)
Income
Interest Income	$	559,625	$	621,836	$	520,992
Late Fee Income	$	2,888	$	1,143	$	363
Forfeited Profits	$	-	$	-	$	-
Sale of Asset	$	22,792	$	-	$	-
Total Income	$	585,305	$	622,979	$	529,355
Expense
Interest Expense	$	-	$	-	$	-
Management Fees	$	109,151	$	120,148	$	55,883
Operating Expense	$	41,879	$	13,197	$	19,711
Total Expense	$	151,030	$	133,345	$	75,594
Net Income	$	434,275	$	489,634	$	453,761

Table III

Historic returns paid to investors. Average return since inception is 9.23%.

2016	10.60%
2017	10.30%
2018	8.00%
2019	8.00%

57

Table IV

Every loan originated by FUND IV includes a deed of trust or mortgage securing the loan with the property.

These are all the notes that were owned by FUND IV on the last day of each of the last three years.

PFG Fund IV, LLC - INVESTMENT PORTFOLIO AS OF 12/31/2018
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
11039	3743 Penn Ave. N. Minneapolis MN 55412	$92,500.00	14.00%	Paid Off	100.00%
11117	6701 CR 110 W. MOUND MN 55364	$849,500.00	9.00%	REO	76.04%
11132	882 Hatch Ave. Saint Paul MN 55103	$39,694.13	14.00%	Paid Off	100.00%
11189	1134 S Milwaukee St. Denver CO 80210	$65,000.00	10.00%	Paid Off	9.30%
11268	5645 Humboldt Ave. S. Minneapolis MN 55419	$346,000.00	12.90%	Paid Off	100.00%
11291	0 W 111th Ave. Broomfield CO 80021	$2,199,874.84	11.00%	Foreclosure	100.00%
11307	73 Indigo Way Castle Rock CO 80108	$1,190,200.00	12.90%	Paid Off	84.80%
11315	2936 Chowen Ave. S. Minneapolis MN 55416	$273,800.00	15.00%	Foreclosure	67.81%
11366	432 434 N 30th St. Milwaukee WI 53208	$54,000.00	15.00%	Paid Off	100.00%
11379	6515 43rd Ave. N Minneapolis MN 55428	$136,350.00	11.90%	Paid Off	50.00%
11384	3515 Quivas St. Denver CO 80211	$144,090.00	12.00%	Paid Off	10.26%
11386	7146 S Hudson Circle Castle Rock CO 80104	$436,500.00	11.00%	Paid Off	50.00%

58

Table V

PFG Fund IV, LLC - INVESTMENT PORTFOLIO AS OF 12/31/2019
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
11117	6701 CR 110 W. MOUND MN 55364	$849,500.00	9.00%	REO	76.04%
11291	0 W 111th Ave. Broomfield CO 80021	$2,556,767.87	11.00%	Foreclosure	90.92%
11307	73 Indigo Way Castle Rock CO 80108	$2,010,599.23	12.90%	Paid Off	91.54%
11315	2936 Chowen Ave. S. Minneapolis MN 55416	$289,800.00	15.00%	Foreclosure	56.21%
11393	2940 W 54th Ave. Denver CO 80221	$198,000.00	11.00%	Paid Off	100.00%
11490	9780 Coors Blvd. Nw Albuquerque NM 87114	$201,050.00	12.00%	Paid Off	14.04%
11491	16750 Rabbit Track Tr. Colorado Springs CO 80930	$162,500.00	12.00%	Paid Off	100.00%
11492	4320 Minnehaha Ave. Minneapolis MN 55406	$175,700.00	12.90%	Paid Off	100.00%
11510	5751 Dupont Ave S. Minneapolis MN 55419	$221,000.00	12.90%	Current	100.00%
11526	2929 N Bellaire St. Denver CO 80207	$398,000.00	11.00%	Paid Off	50.00%
11543	5820 N 73rd St. Milwaukee WI 53218	$91,000.00	14.00%	Paid Off	100.00%
11547	903 York Ave Saint Paul MN 55106	$85,500.00	11.90%	Paid Off	100.00%

59

Table VI

PFG Fund IV, LLC - INVESTMENT PORTFOLIO AS OF 11/30/2020
Loan Number	Property Address	Principal Balance	Interest Rate	Status	% Owned
11117	6701 CR 110 W. MOUND MN 55364	$849,500.00	9.00%	REO	41.04%
11291	0 W 111th Ave. Broomfield CO 80021	$1,200,072.98	11.00%	Foreclosure	40.40%
11315	2936 Chowen Ave. S. Minneapolis MN 55416	$374,800.00	15.00%	Foreclosure	39.29%
11445	20153 E Smokey Hill Rd. Aurora CO 80015	$1,582,494.99	12.00%	Current	32.27%
11510	5751 Dupont Ave S. Minneapolis MN 55419	$352,187.87	12.90%	Current	100.00%
11574	1833 Emerson St. Denver CO 80218	$230,000.00	12.00%	Current	9.20%
11593	2438 Logan Ave. N Minneapolis MN 55411	$85,500.00	12.90%	Current	100.00%
11594	3121 S 32nd Ave. Minneapolis MN 55406	$160,200.00	12.90%	Current	100.00%
11595	4319 Memory Lane Minneapolis, MN 55428	$131,250.00	12.90%	Paid Off	100.00%
11598	1194 Pacific St. Saint Paul MN 55106	$152,600.00	12.90%	Current	100.00%
11602	2512 Dupont Ave N Minneapolis MN 55411	$94,500.00	12.90%	Current	100.00%
11608-A	1833 Emerson St. Denver CO 80218	$325,000.00	12.00%	Current	100.00%
11616	3930 Dupont Ave. N Minneapolis MN 55412	$150,100.00	12.90%	Current	100.00%
11624	4700 Blaisdell Ave. Minneapolis MN 55419	$349,300.00	12.90%	Current	100.00%
11626	4408 S Washington St. Englewood CO 80113	$274,500.00	12.00%	Current	100.00%
11627	1155 N Ash St., #1008 Denver CO 80220	$188,910.00	12.00%	Current	100.00%
11628	3726 N Marion St. Denver CO 80205	$315,000.00	12.90%	Current	100.00%
11646	1105 Sherman St. Longmont CO 80501	$300,000.00	11.90%	Current	100.00%
11655	2654 N 57th St Milwaukee WI 53210	$50,400.00	14.00%	Current	100.00%
11659	5149 18th Ave S Minneapolis MN 55417	$269,500.00	11.9	Current	100.00%

60

LIMITATIONS OF LIABILITY

As permitted by Colorado law, our amended and restated Certificate of Organization and Operating Agreement contain provisions that limit or eliminate the personal liability of our Manager for breaches of duty to the LLC to the fullest extent permitted under Colorado law. Colorado law provides that management of a limited liability company will not be personally liable for monetary damages for breaches of their fiduciary duties as Manager, except liability for:

• any breach of the Manager’s duty of loyalty to our Members;

• any act or omission not in good faith, believed to be contrary to the interests of the Company or its Members, involving reckless disregard for the Manager’s duty, for acts that involve an unexcused pattern of inattention that amounts to an abdication of duty, or that involves intentional misconduct or knowing or culpable violation of law;

• any unlawful payments related to distributions, Unit repurchases, redemptions, loans, guarantees or other distributions; or

• any transaction from which the Manager derived an improper personal benefit.

These limitations do not affect the availability of equitable remedies, including injunctive relief or rescission. As permitted by Colorado law, our amended and restated Certificate of Organization and Operating Agreement also provide that:

• we will indemnify our Manager to the fullest extent permitted by law;

• we may indemnify our other employees and other agents to the same extent that we indemnify our Manager; and

• we will advance expenses to our Manager in connection with a legal proceeding, and may advance expenses to any employee or agent; provided, however, that such advancement of expenses shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person was not entitled to be indemnified.

The indemnification provisions contained in our amended and restated Certificate of Organization and Operating Agreement are not exclusive.  

61

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Offering as having prepared or certified any part of this Offering or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Notes was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this Offering are audited.

Geraci LLP is providing legal services relating to this Form 1-A.

FINANCIAL STATEMENTS

PFG FUND V, LLC

Table of Contents

Independent Auditors’ Report	F-1
Balance Sheet	F-2
Statement of Operations	F-3
Statement of Changes in Member’s Equity	F-4
Statement of Cash Flows	F-5
Notes to Financial Statements	F-6

62

Independent Auditors’ Report

To the Member

PFG Fund V, LLC

Wheat Ridge, Colorado

Report on Financial Statements

We have audited the accompanying financial statements of PFG Fund V, LLC, a Colorado limited liability company, which comprise the balance sheet as of November 30, 2020, and the related statements of operations, changes in member’s equity and cash flows for the period August 26, 2020 through November 30, 2020 (the “period”), 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 are 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 PFG Fund V, LLC’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 PFG Fund V, LLC’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.

F-1

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PFG Fund V, LLC as of November 30, 2020, and the results of its operations and cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America.

Matter of Emphasis

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues since inception. The Company is currently in the process of securing investor financing and commencing operations. However, there can be no assurance that the Company will successfully be able to secure financing or commence operations. Failure to obtain financing or commence operations could adversely affect the Company’s ability to achieve its business objectives and the results of its operations. This raises substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

 

Pleasant Hill, California
January 9, 2021 Spiegel Accountancy Corp.
Certified Public Account

F-2

PFG FUND V, LLC

BALANCE SHEET

As of November 30, 2020

(Audited)

Assets:
Cash	$	5,000
Total Assets	$	5,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Total Liabilities	$	-
Members’ Equity
Total Members’ Equity		5,000
Total Liabilities and Members’ Equity	$	5,000

See accompanying notes, which are an integral part of these financial statements.

F-3

PFG FUND V, LLC

STATEMENT OF OPERATIONS

	From Inception (August 26, 2020) through November 30, 2020
Revenues	$	0
Operating Costs	$	0
Profit (Loss) before provision for income taxes	$	0
Provision for Income Taxes
Net Profit (Loss)	$	0

See accompanying notes, which are an integral part of these financial statements

F-4

PFG FUND V, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY

From August 26, 2020 (Inception) through November 30, 2020 (Audited)

	Member’s Equity				Total Member’s
	Units		Amount		Equity
Balance at Inception (August 26, 2020)
Issuance of Units		1	$	5,000	$	5,000
Profit (Loss)		-		-		-
Balance at November 30, 2020		1	$	5,000	$	5,000

See accompanying notes, which are an integral part of these financial statements.

F-5

PFG FUND V, LLC

STATEMENT OF CASH FLOWS

From August 26, 2020 (Inception) through November 30, 2020

Cash Flows from Operating Activities:
Profit (Loss)	$	-
Changes in operating Assets and Liabilities:
Other Assets		-
Net Cash Used in Operating Activities	$	-
Cash Flows From Investing Activities:	$	-
Cash Flows From Financing Activities:
Issuance of Voting Member Units	$	5,000
Net Cash Provided by Financing Activities	$	5,000
Net Increase in Cash	$	5,000
Cash - Beginning of Period		-
Cash - End of Period	$	5,000

See accompanying notes, which are an integral part of these financial statements.

F-6

PFG FUND V, LLC 

Notes to the Audited Financial Statements 

From August 26, 2020 (Inception) through November 30, 2020 

  

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS 

  

PFG FUND V, LLC. (the “Company”) was incorporated on August 26, 2020 in Colorado. The Company’s fiscal year end is December 31. The Company did not have any activity from August 26, 2020 through November 30, 2020 (the “period”). The Company specializes in lending to real estate investors, and provides debt financing to borrowers primarily in Colorado and Minnesota.

The Company will be managed by Pine Financial Group, Inc, (the “Manager”), a Colorado Corporation. The Manager is in complete control of the Company business.  The fund will operate for up to 5 years and may use multiple exit strategies, including: organic company wind down, sale of notes, refinance notes and hold, sale to a public real estate investment trust, and bulk sale to an institution.  

Promissory Notes

The Company is offering up to $50,000,000 in principal amount of unsecured, non-convertible, fixed-rate promissory notes through a Tier II offering pursuant to Regulation A under the Securities Act, also known as “Reg A+” and it intends to offer the notes directly to investors and not through registered broker-dealers who are paid commission. The Company has set a minimum investment requirement of $25,000, but may accept subscriptions for less at the discretion of our Manager. The maximum amount to be raised in the offering is $50,000,000.  

As of November 30, 2020, no notes were issued and outstanding. 

Investor Returns 

The Notes are non-negotiable and will be issued in the minimum amount of $25,000, but may be higher or lower upon the Manager’s discretion. The Notes will be offered with a minimum term of 60 months from the date of issue, with a fixed interest rate of 8%. After 1 month from the date of issuance of the Note, an Investor may request redemption of its Note with 90 days’ notice without penalty subject to availability of cash on hand. The Company has the right, at its option, to call any of the Notes for redemption before maturity in whole or in part, at any time or from time to time. If a Note is redeemed before maturity, the holder will be paid an amount equal to the face value of the Note plus any accrued interest through the date of redemption. 

Distributions 

The Company provides quarterly statements of account to the note holders and will distribute or reinvests amounts equal to accrued and unpaid interest once per month on the first business day of each month.   

Manager Compensation 

The Manager has contributed $5,000 to purchase Membership Interests of the Company. The Manager is entitled to all Company profits. Profits equal all Company revenue minus all Company expenses to include note holder interest.  The Manager has the sole voting rights.

Manager is also entitled to various compensation, including, (1) servicing fee, which is equal to an annualized rate of 1% of the principal amount of the loan, (2) origination and administration fee, which is $685 per loan plus 2-4% of the loan principal amount, and (3)reasonable inspection fee.

F-7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

  

Basis of Presentation 

  

The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. 

  

Use of Estimates 

  

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. The Company does not currently have any accounting estimates. 

Deferred Offering Costs 

Deferred offering costs were capitalized and consisted of fees and expenses incurred directly in connection with the Company’s offering that was not yet completed during the period ended November 30, 2020. At the time of the completion of the offering, the amounts will be transferred to member’s capital. Deferred offering costs included legal costs. 

Financial Instruments 

  

The Company follows Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) ASC 820, “Fair Value Measurements and Disclosures”, which 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 the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 

  

The three levels of the fair value hierarchy are described below: 

  

Level 1 

  

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. 

  

Level 2 

  

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 

  

Level 3 

  

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. 

F-8

Income Taxes 

The Company has elected to be a disregarded entity under the Internal Revenue Code and a similar section of the state code. The Member of a partnership is taxed on its proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes have been included in these financial statements. The Company has evaluated its current tax positions and has concluded that as of November 30, 2020, no significant uncertain tax positions exist for which a reserve would be necessary.  

The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities. As of November 30, 2020, there is no year open to examination by the Internal Revenue Service or state and local governmental authorities. 

Recent Accounting Pronouncements 

Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.   

NOTE 3 - GOING CONCERN 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues since inception. The Company is currently in the process of securing investor financing and commencing operations. However, there can be no assurance that the Company will successfully be able to secure financing or commence operations. Failure to obtain financing or commence operations could adversely affect the Company’s ability to achieve its business objectives and the results of its operations. This raises substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

    

NOTE 4 – RELATED PARTY TRANSACTIONS 

  

The Manager contributed $5,000 into the Company operating account in exchange for full ownership in the Company.  

The Company receives certain operating and administrative services from the Manager, some of which may not be reimbursed to the Manager.  The Company’s financial position and results of operations would likely be different without this relationship with the Manager. 

  

NOTE 5 – RISKS AND UNCERTAINTIES

The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company’s investments will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the financial markets and the overall economy, all of which are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s investment results may be materially adversely affected.

F-9

NOTE 6 - SUBSEQUENT EVENTS 

  

Management has evaluated subsequent events through January 9, 2021 and has the following significant matter to report. 

F-10

PART V — EXHIBITS

Item 1. Index to Exhibits 

Exhibit A	Articles of Organization
Exhibit B	Operating Agreement
Exhibit C	Promissory Notes
Exhibit D	Subscription Agreement
Exhibit E	Consent of Auditor
Exhibit F	Opinion re: Legality

V-1

SIGNATURE

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 Denver, State of Colorado, on January 15, 2021.

PFG Fund V, LLC
By:	/s/ Kevin Amolsch
	Kevin Amolsch
	President of Pine Financial Group, Inc.
	Manager (Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, and Principal Accounting Officer)

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Kevin Amolsch
	Kevin Amolsch
	President of Pine Financial Group, Inc.

V-2

EX1A-2A CHARTER

Exhibit A

 

 

 

EX1A-1 UNDR AGMT

Exhibit B

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

of

PFG FUND V, LLC
A Colorado limited liability company

This Limited Liability Company Operating Agreement (the “Agreement”) of PFG Fund V, LLC, a Colorado limited liability company (the “Company”), is among each of the initial Members of the Company listed on the attached Exhibit A (the “Initial Members”), and each of the additional Persons who become Members in accordance with the provisions of this Agreement.

RECITALS

The Company is a limited liability company formed under the Internal Revenue Code of 1986, as amended, and corresponding portions of any subsequent federal revenue laws. The parties to this Agreement are the Initial Members and those additional Persons who are subsequently admitted as Members in accordance with the provisions of this Agreement. The parties intend by this Agreement to define their rights and obligations with respect to the Company’s governance and financial affairs and to adopt regulations and procedures for the conduct of the Company’s activities. Accordingly, for good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 Scope. For purposes of this Agreement, unless the language or context clearly indicates that a different meaning is expressed or intended, all capitalized terms used herein have the meanings specified in this Article 1.

1.2 Defined Terms.

(a) “Act” means the Colorado Limited Liability Company Act, as amended.

(b) “Affiliate,” with respect to a Person, means (1) a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Affiliate, (2) a Person who owns or controls at least Ten Percent (10%) of the outstanding voting interests of the Affiliate, (3) a Person who is an officer, director, manager or general partner of the Affiliate, or (4) a Person who is an officer, director, manager, general partner, trustee or owner of at least Ten Percent (10%) of the outstanding voting interests of an Affiliate described in clauses (1) through (3) of this sentence.

(c) “Agreement” means this Agreement, including any subsequent amendments thereto.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(d) “Articles” means the Articles of Organization filed with the Secretary of State to organize the Company as a limited liability company, including any subsequent amendments thereto.

(e) “Bankruptcy” means the filing of a petition seeking liquidation, reorganization, arrangement, readjustment, protection, relief or composition in any state or federal bankruptcy, insolvency, reorganization or receivership proceeding.

(f) “Capital Account” of a Member means the capital account maintained for the Member in accordance with Article 4 hereof.

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(h) “Contribution” means anything of value that a Member contributes to the Company as a prerequisite for, or in connection with, membership including (without limitation) any combination of cash, property, services rendered, a promissory note or any other obligation to contribute cash or property or render services.

(i) “Dissociation” means a complete termination of a Member’s membership in the Company due to an event described in Article 3 hereof.

(j) “Distribution” means the Company’s direct or indirect transfer of money or other property to a Member with respect to a Membership Interest.

(k) “Effective Date” means the date on which the Company’s existence as a limited liability company begins, as prescribed by the Act.

(l) “Entity” means an association, relationship or artificial person through or by means of which an enterprise or activity may be lawfully conducted, including, without limitation, a partnership, trust, limited liability company, corporation, joint venture, cooperative or association.

(m) “Family,” with respect to a Member, means any individual(s) who are related to the Member by blood, marriage or adoption. For the purposes of this definition, an individual is related to the Member by marriage if the person is related by blood or adoption to the Member’s current spouse.

(n) “Manager” means a Person who is vested with authority to manage the Company in accordance with Article 5 hereof.

(o) “Member” means any Initial Member or any Person who is admitted as an additional or a substitute Member after the Effective Date, in accordance with Article 3 hereof.

(p) “Membership Interest” means a Member’s percentage interest in the Company, which consists of the member’s right to share in profits, receive Distributions, participate in the Company’s governance and approve the Company’s acts under Article 5.7 hereof, participate in the designation and removal of the Manager and receive information pertaining to the Company’s affairs. Membership Interests do not represent any fixed or absolute percentage interest representing ownership in the Company, but instead Membership Interests represent an interest in the Company and the amount of any Member’s actual percentage interest representing ownership in the Company shall generally be determined by the number of Membership Interests that such Member owns divided by the total number of Membership Interests outstanding (it being understood that such total number of Membership Interests outstanding may fluctuate and change from time to time). The Membership Interests of the initial Member(s) are set forth herein. Changes in Membership Interests after the Effective Date, including, but not limited to, those changes necessitated by the admission and Dissociation of Members, will be reflected in the Company’s records. The allocation of Membership Interests as reflected in the Company’s records from time to time is presumed to be correct for purposes of this Agreement and the Act.

2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(q) “Offering Circular” refers to the offering circular of the Company, as amended from time to time.

(r) “Permitted Transferee,” with respect to a Member, means another Member, a member of the Member’s Family, or a trust for the benefit of the Member or a member of the Member’s Family.

(s) “Person” means a natural person or an Entity.

(t) “Profit,” as to a positive amount, and “Loss,” as to a negative amount, mean, for a Taxable Year, the Company’s income or loss for the Taxable Year, as determined in accordance with accounting principles appropriate to the Company’s method of accounting and consistently applied.

(u) “Regulations” means proposed, temporary or final regulations promulgated under the Code by the U.S. Department of the Treasury, as amended from time to time.

(v) “Taxable Year” means the Company’s taxable year as determined in Article 6 hereof.

(w) “Transfer,” as a noun, means a transaction or event by which ownership of any Membership Interest is changed or encumbered, including, without limitation, a sale, exchange, abandonment, gift, pledge or foreclosure. “Transfer,” as a verb, means to affect a Transfer.

(x) “Transferee” means a Person who acquires any Membership Interest by Transfer from a Member or another Transferee not admitted as a Member in accordance with Article 3 hereof.

3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

ARTICLE 2: THE COMPANY

2.1 Status. The Company is a limited liability company organized in the State of Colorado under the Act.

2.2 Name. The name of the Company is PFG Fund V, LLC.

2.3 Term. The Company’s existence as a limited liability company will commence on the Effective Date and continue until dissolved herein pursuant to Article 7 below, unless sooner dissolved or terminated under the Act or as described herein.

2.4 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act; subject to the foregoing, the Company presently intends to raise money through the offering of the promissory notes (“Promissory Notes”) in order to make, purchase, originate, fund, acquire, and/or otherwise sell loans secured by interests in real or personal property located throughout the United States, with a primary focus in Colorado and Minnesota. The Company may also manage, remodel, repair, lease and/or sell real properties acquired through the Company’s lending activities, including, but not limited to, properties acquired through foreclosure and real estate owned (“REO”).

2.5 Principal Place of Business. The Company’s principal place of business is located at: 10200 W 44^th Avenue, Suite 220, Wheat Ridge, Colorado 80033.

2.6 Registered Agent and Registered Office. The Company’s registered office in the State of Colorado is located at: 10200 W. 44th Avenue, Suite 220, Wheat Ridge, CO 80033, and its registered agent name is Pine Financial Group, Inc. The Company may change its registered agent or registered office at any time.

ARTICLE 3: MEMBERSHIP

3.1 Identification.

(a) Members. The Initial Members are listed on the attached Exhibit A.

(b) Additional and Substitute Members. The Company may admit additional or substitute Members upon an affirmative vote of a majority of the outstanding Membership Interests. The Manager will not permit any Person to become a Member until such Person has agreed to be bound by all the provisions of this Agreement as of the date of the proposed admission.

(c) Rights of Additional or Substitute Members. A Person admitted as an additional or substitute Member has all the rights and powers, and is subject to all the restrictions and obligations of a Member under this Agreement and the Act.

3.2 Restrictions on Transfer.

(a) Restrictions on Transfer. A Member may Transfer his, her or its Membership Interests only in compliance with this Article 3. Restrictions have been placed upon the ability of all Members to resell or otherwise dispose of any Membership Interests obtained or acquired hereunder including, without limitation, the following:

(1) Any Membership Interests offered for sale by a Member will be offered first to all Members (on a pro rata basis, based on the number of Membership Interests held by such Member) at the then fair market value of the selling Member’s Membership Interests. Any remaining Membership Interests not purchased by any Members within thirty (30) calendar days of being offered to the Members may then be offered for sale to any third party if such offer(s) and sale(s) comply with the remainder of this Section 3.2(a) in its entirety.

4

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(2) No Member may resell or otherwise transfer any Membership Interests without the satisfaction of certain conditions designed to comply with applicable tax and securities laws, including (without limitation) the requirement that certain legal opinions be provided to the Members and the Manager with respect to such matters at the expense of the Member requesting such transfer. The transferee must meet any investor qualifications as is set forth by the Manager. Furthermore, if the Act imposes a transfer restriction on the Membership Interests, then Membership Interests may not be sold or transferred unless permitted otherwise.

(3) The Membership Interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions provided for therein. Membership Interests may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. In addition, no sales or transfers may be made to in violation or contravention of the Securities Act or any other applicable federal or state securities laws, rules or regulations.

(4) A legend will be placed upon all instruments evidencing ownership of Membership Interests in the Company stating that the Membership Interests have not been registered under the Securities Act, and setting forth the foregoing limitations on resale. Notations regarding these limitations shall be made in the appropriate records of the Company with respect to all Membership Interests offered hereby. The foregoing steps will also be taken in connection with the issuance of any new instruments for any Membership Interests that are presented for transfer, to the extent the Manager deems appropriate.

(5) The Company will charge a reasonable transfer fee (to reimburse the Company for administrative costs associated with transfers) per transfer of ownership. If a Member transfers Membership Interests to more than one person, except Transferees who will hold title together, the transfer to each person will be considered a separate transfer.

(b) Null and Void. An attempted Transfer of all or a portion of any Membership Interests that is not in compliance with this Article 3 in its entirety will be null and void. A Transferee may not become a substitute Member without the express written consent of Members holding more than Fifty Percent (50.0%) of the total Membership Interests outstanding. Such consent may be withheld for any reason (or no reason). In the event that such consent is granted, the Transfer and the transferee must comply with all the provisions of this Agreement and all applicable law. No Membership Interests may be transferred if, in the sole and absolute discretion of the Manager, such a Transfer would jeopardize the availability of exemptions from registration under federal securities laws, the tax status of the Company or cause termination of the Company for federal income tax purposes.

5

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(c) Permitted Transfers. A Member may at any time Transfer one or more Membership Interests to a Permitted Transferee if, as of the date the Transfer takes effect, the Company is reasonably satisfied that all of the following conditions are met:

(1) the Transferee is a person with the same investor and Member qualifications as the original Member;

(2) the Transfer, alone or in combination with other Transfers, will not result in the Company’s termination for federal income tax purposes or a change in the tax status of the Company;

(3) the Transfer is the subject of an effective registration under, or exempt from the registration requirements of, applicable state and federal securities laws and regulations;

(4) the Company receives from the Transferee the information and agreements reasonably required to permit it to file federal and state income tax returns and reports; and

(5) the Company receives payment from the Transferee of a reasonable transfer fee for each Transferee. Where Transferees hold title together, as joint tenants, tenants in common, partners or otherwise, a Transfer to them shall only incur one transfer fee.

(d) Transferor’s Membership Status. If a Member Transfers less than all of his, her, or its Membership Interests, the Member’s rights with respect to the transferred portion of the Membership Interest, including the right to vote or otherwise participate in the Company’s governance and the right to receive Distributions, will terminate as of the effective date of the Transfer. However, the Member will remain liable for any obligation with respect to the transferred portion that existed prior to the effective date of the Transfer, including (without limitation) any costs or damages resulting from the Member’s breach of this Agreement. If the Member Transfers all of his, her or its Membership Interests, the Transfer will constitute an event of Dissociation.

6

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(e) Transferee’s Status.

(1) Admission as a Member. A Member who Transfers one or more Membership Interests has no power to confer on the Transferee the status of a Member. A Transferee may be admitted as a Member only in accordance with the provisions of this Article 3. A Transferee who wishes to become a Member must make an application in writing to the Company and provide evidence, as requested by the Company, of compliance with all conditions to admission, as set forth above. Prior to admission, each proposed member must execute and deliver a counterpart of this Agreement, as amended to date, or a separate written agreement to be bound hereby.

(2) Rights of Non-Member Transferee. A Transferee who is not admitted as a Member in accordance with the provisions of this Article 3 (i) has no right to vote or otherwise participate in the Company’s governance, (ii) is not entitled to receive information concerning the Company’s affairs or inspect the Company’s books and records, (iii) with respect to the transferred Membership Interests, is entitled to receive the Distributions to which the Member would have been entitled had the Transfer not occurred, and (iv) is subject to the restrictions imposed by this Article 3 to the same extent as a Member. Any provision of the Agreement permitting or requiring the Members to take action by vote or written approval of a specified percentage of the Membership Interests shall be deemed to mean only Membership Interests then owned by Members.

3.3 Expulsion of a Member. At any time there are more than two (2) Members, the Company may expel a Member for cause. Cause for expulsion exists if the Member has materially breached or is unable to perform the Member’s material obligations under this Agreement. A Member’s expulsion from the Company will be effective upon the Member’s receipt of written notice of the expulsion.

3.4 No Withdrawals. Except as expressly provided herein, no Member or Transferee may withdraw his, her or its Contribution to the Company at any time nor may any Member compel the Company to effectuate any redemption of his, her or its Membership Interests.

3.5 Dissociation. “Dissociation” from the Company occurs upon a Member’s expulsion, transfer or redemption of all of the Member’s Membership Interests, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (a) the Member’s right to participate in the Company’s governance, receive information concerning the Company’s affairs and inspect the Company’s books and records will terminate and (b) unless the Dissociation resulted from the Transfer of the Member’s Membership Interests, the Member will be entitled to receive the Distributions to which the Member would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Member will remain liable for any obligation to the Company that existed prior to the effective date of the Dissociation, including any costs or damages from the Member’s breach of this Agreement. The Member will have no automatic right to any return of his, her or its capital (or redemption of his, her or its Membership Interests) prior to the termination of the Company unless the Company affirmatively elects (in its sole and absolute discretion) to return capital to a Member. The effect of such Dissociation on the remaining Members who do not sell or dissociate will be to increase their percentage share of the remaining assets of the Company, and thus their proportionate share of its future earnings, losses and distributions. The reduction in the outstanding Membership Interests will also increase the relative voting power of remaining Members.

7

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

3.6 Verification of Membership Interests. Within Thirty (30) days after receipt of a Member’s written request, the Company will provide such Member with a statement evidencing his, her or its ownership of Membership Interests in the Company. This verification will serve the sole purpose of verifying the Member’s interest in the Company and shall not constitute a certificated security, negotiable instrument or other vehicle by which to effectuate a transfer of Membership Interests.

3.7 Manner of Action by Members.

(a) Meetings.

(1) Right to Call. The Manager, or any combination of Members holding in the aggregate more than Twenty-Five Percent (25%) of the total outstanding Membership Interests, may call a meeting of Members by giving written notice to all Members not less than Thirty (30), or more than Sixty (60) days prior to the date of the meeting. The notice must specify the date, time and place of the meeting and the nature of any business to be transacted. A Member may waive notice of a meeting of Members orally, in writing, or by attendance at the meeting.

(2) Time and Place. Unless otherwise specified in the notice of meeting, all meetings shall be held at 2:00 p.m. on a regular business day of the Company, at the Company’s principal place of business. No meeting may be held on a Sunday or legal holiday; at a time that is before 7:30 a.m. or after 9:00 p.m.; or at a place more than Sixty (60) miles from the Company’s principal place of business.

(3) Proxy Voting. A Member may act at a meeting of Members through a Person authorized by signed proxy.

(4) Quorum. Members whose aggregate holdings exceed a majority of the outstanding Membership Interests will constitute a quorum at a meeting of Members. No action may be taken in the absence of a quorum.

(5) Required Vote. Except with respect to matters for which a greater minimum vote is required by the Act or this Agreement, the vote of Members present whose aggregate holdings exceed Fifty Percent (50%) of the outstanding Membership Interests will constitute the act of the Members at a meeting of Members.

(b) Written Consent. The Members may act without a meeting by written consent describing the action and signed by Members whose aggregate holdings of the Membership Interests equal or exceed the minimum that would be necessary to take the action at a meeting at which all Members were present.

8

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

3.8 Limitation on Individual Authority. A Member who is not also the Manager has no authority to bind the Company. A Member whose unauthorized act obligates the Company to a third party will indemnify the Company for any costs or damages the Company incurs as a result of the unauthorized act.

3.9 Negation of Fiduciary Duties. A Member who is not also the Manager owes no fiduciary duties to the Company or to the other Members solely by reason of being a Member.

3.10 Resignation of a Member. A Member may resign from the Company at any time by giving written notice to the Company at least Sixty (60) days prior to the effective date of resignation.

ARTICLE 4: FINANCE

4.1 Contributions; Issuance of Membership Interests.

(a) Members. Each Initial Member will contribute capital, assets or other property to the Company, as separately agreed upon with the Manager, in consideration of the Membership Interests set forth next to each Member’s name on Exhibit A attached to this Agreement.

(b) Additional Members. No additional Members shall be admitted except with the express written consent of the Manager and also the Members holding a majority of the Company’s outstanding Membership Interests.

(c) Contributions Not Interest Bearing. A Member is not entitled to interest or other compensation with respect to any cash or property the Member contributes to the Company.

4.2 Allocation of Profit and Loss. After giving effect to special allocations, if any, the Company’s Profit or Loss for a Taxable Year, including the Taxable Year in which the Company is dissolved, will be allocated among the Members in proportion to their Membership Interests (as a percentage of all outstanding Membership Interests) during the applicable tax reporting period.

4.3 Tax Allocations. For federal income tax purposes, unless the Code otherwise requires, each item of the Company’s income, gain, loss or deduction will be allocated to the Members in proportion to their allocations of the Company’s Profit or Loss.

4.4 Capital Accounts.

(a) General Maintenance. The Company will establish and maintain a Capital Account for each Member. A Member’s Capital Account balance (“Capital Account Balance”) will be:

(1) increased by: (i) the amount of any money the Member contributes to the Company’s capital, and (ii) the Member’s share of the Company’s Profits and any separately stated items of income or gain; and

9

LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(2) decreased by: (i) the amount of any money the Company distributes to the Member, and (ii) the Member’s share of the Company’s Losses and any separately stated items of deduction or loss.

(b) Adjustments for Acquisitions and Redemptions. The Company shall adjust a Member’s capital account to reflect profit or loss the Company would have realized had the Company liquidated its assets at fair market value on the date of the acquisition or redemption.

(c) Transfer of Capital Account. A Transferee of Membership Interests succeeds to the portion of the transferor’s Capital Account that corresponds to the portion of the Membership Interest that is the subject of the Transfer.

(d) Compliance with Code. The requirements of this Article 4 are intended and will be construed to ensure that the allocations of the Company’s income, gain, losses, deductions and credits have substantial economic effect under the Regulations promulgated under Section 704(b) of the Code.

4.5. Distributions. Distributions will be made in the sole discretion of the Manager (to the extent that the Manager elects to make a distribution) to Members on a pro-rata basis (based on the proportionate number of Membership Interests held by each Member).

ARTICLE 5: MANAGEMENT

5.1 Representative Management. The Company will be managed by one Manager. By execution of this Agreement, and without prejudice to the right of the Members to remove the Manager as set forth in this Article 5, the Initial Members and each Person hereafter admitted as a Member, other than Transferees, shall be deemed to have elected such Manager. The initial Manager shall be Pine Financial Group, Inc.

5.2 Time Devoted to Business. The Manager will devote to the Company’s activities the amount of time reasonably necessary to discharge the Manager’s responsibilities.

5.3 Powers and Authority.

(a) General Scope. Except for matters on which the Members’ approval is required by the Act or this Agreement, the Manager has full power, authority and discretion to manage and direct the Company’s business, affairs and properties, including the specific powers referred to in paragraph (b), below, but subject to the limitations of Section 5.7 below.

(b) Specific Powers.

(1) The Manager is authorized on the Company’s behalf to make all decisions as to (i) the development, sale, lease or other disposition of the Company’s assets; (ii) the purchase or other acquisition of other assets of all kinds, and origination, sale, purchase, or other lending activities as set forth in the Offering Circular; (iii) the management of all or any part of the Company’s assets and business; (iv) the borrowing of money and the granting of security interests in the Company’s assets (including, but not limited to, loans from Members); (v) the prepayment, refinancing or extension of any mortgage affecting the Company’s assets; (vi) the compromise or release of any of the Company’s claims or debts; (vii) the employment of Persons for the operation and management of the Company’s business; (viii) all elections available to the Company under any federal or state tax law or regulation; and/or (ix) the development, commercialization, sales, marketing and exploitation of the assets, technology and property of the Company.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(2) The Manager on the Company’s behalf may execute and deliver (i) any and all contracts, conveyances, assignments, leases, subleases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (ii) any and all checks, drafts and other orders for the payment of the Company’s funds; (iii) any and all promissory notes, mortgages, deeds of trust, security agreements and other similar documents; (iv) any and all articles, certificates and reports pertaining to the Company’s organization, qualification and dissolution; (v) any and all tax returns and reports; and/or (vi) any all other instruments of any kind or character relating to the Company’s affairs.

5.4 Duties of Manager.

(a) Fiduciary Duty. The Manager shall have the fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in the Manager’s possession or control. Except as expressly permitted herein, or by subsequent approval of the Members, the Manager shall not employ, or permit another to employ Company funds or assets in any manner except for the exclusive benefit of the Company.

(b) Standard of Care.

(1) Exculpation. The Manager will not be liable to the Company or any Member for an act or omission done in good faith to promote the Company’s business interests, unless the act or omission constitutes gross negligence or willful misconduct.

(2) Justifiable Reliance. The Manager may rely on the Company’s records maintained in good faith and on information, opinions, reports or statements received from any Person pertaining to matters the Manager reasonably believes to be within the Person’s expertise or competence.

(c) Reimbursement of Business Expenses. The Company shall pay its own general administrative and operating expenses. It shall reimburse the Manager for any expenses incurred by the Manager that are properly considered ordinary and reasonable business expenses of the Company, including without limiting the generality of the foregoing, accounting and legal fees related to the Company’s business, employment costs and other ordinary and reasonable business expenses.

5.5 Indemnification of Manager. Except as limited by applicable law, the Company shall indemnify the Manager for any and all expenses, losses, liabilities and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Company’s activities, except an action with respect to which the Manager is finally adjudged to be liable for breach of a fiduciary duty owed to the Company or the Members under the Act or this Agreement. The Company shall advance the costs and expenses of defending actions against the Manager arising out of or relating to the management of the Company, provided that the Company first receives the written undertaking of the Manager to reimburse the Company if ultimately the Manager is finally judicially determined not to be entitled to indemnification hereunder.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

5.6 Tenure.

(a) Term. The Manager will serve until the earlier of (1) the Manager’s resignation; (2) the Manager’s removal; (3) as to a Manager who is a natural person, the Manager’s death or adjudication of incompetency; and (4) as to a Manager that is an Entity, the Manager’s dissolution. In any such event, Members representing a majority of the Membership Interests outstanding shall promptly elect a successor as Manager; provided, however if the then Manager desires to appoint an Affiliate as the new Manager, then such Affiliate may become the Manager without Member approval.

(b) Resignation. The Manager at any time may resign for any reason (or no reason) by written notice delivered to the Members at least Thirty (30) days prior to the effective date of the resignation.

(c) Removal. The Members may remove the Manager, upon the written approval of a majority of the outstanding Membership Interests, but only if (i) the Manager commits an act of gross negligence or willful misconduct which materially adversely damages the Company, or (ii) the Manager enters Bankruptcy, and such proceeding is not dismissed within Ninety (90) days of its initial filing. Prior to such removal being effective, the Members must provide the Manager with Thirty (30) days’ written notice of their intention to remove the Manager pursuant to the foregoing. The notice to the Manager shall contain a detailed description of the acts and omissions of the Manager that constitute the basis for the proposed removal of the Manager.

5.7 Limitations on Authority.

(a) Members’ Approval. Notwithstanding anything to the contrary in this Agreement or the Act, without the approval of the Members who collectively own the majority of the outstanding Membership Interests, the Manager may not do or bind the Company to do any of the following:

(1) Sell or otherwise dispose of all or substantially all of the Company’s business and/or assets, whether as part of a single transaction or plan or in multiple transactions, except in the orderly liquidation and winding up of the Company’s business upon its duly authorized dissolution;

(2) Merge or combine the Company with another entity; or

(3) Confess any judgment against the Company.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

(b) Members’ Unanimous Approval. Notwithstanding anything to the contrary in this Agreement or the Act, without the Members’ unanimous approval, the Manager may not do or bind the Company to do any of the following:

(1) Undertake any act that would cause a Member to incur personal liability for the Company’s obligations; or

(2) Undertake any other act that by this Agreement requires the Members’ unanimous approval.

5.8 Compensation. The Manager and its Affiliates shall be entitled to compensation for services rendered to the Company, including servicing fee, origination and administration fee, and inspection fees as set forth more fully in the Offering Circular. The Manager shall also be permitted to obtain reimbursement from the Company for all customary and reasonable expenses incurred in connection with the duties and obligations of the Manager hereunder.

ARTICLE 6: RECORDS AND ACCOUNTING

6.1 Maintenance of Records.

(a) Required Records. The Company will maintain such books, records and other materials as are reasonably necessary to document and account for its activities, including (without limitation) those required to be maintained by the Act.

(b) Member Access. A Member and the Member’s authorized representative will have reasonable access to, and may inspect and copy, all books, records and other materials pertaining to the Company or its activities. The exercise of such rights will be at the requesting Member’s expense. Notwithstanding the foregoing, the inspection must occur at the Company’s principal place of business and may only be conducted following Ten (10) business days’ prior written notice to the Company.

(c) Confidentiality. No Member or Manager will disclose any information relating to the Company or its activities to any unauthorized person or use any such information for his or her or any other Person’s personal gain.

6.2 Financial Accounting.

(a) Accounting Method. The Company will account for its financial transactions using the accrual method of accounting. The Manager may change this method of accounting following reasonable prior written notice thereof to the Members.

(b) Taxable Year. The Company’s Taxable Year is the Company’s annual accounting period, as determined by the Manager in compliance with Sections 441, 444 and 706 of the Code.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

6.3 Reports.

(a) Members. As soon as reasonably practicable after the close of each Taxable Year, the Company will prepare and send to the Members such reports and information as are reasonably necessary to (1) inform the Members of the results of the Company’s operations for the Taxable Year, and (2) enable the Members to completely and accurately reflect their distributive Membership Interests of the Company’s income, gains, deductions, losses and credits in their federal, state and local income tax returns for the appropriate year.

(b) Periodic Reports. The Company will complete and file any periodic reports required by the Act or the applicable law of any other jurisdiction in which the Company is qualified to do business.

6.4 Tax Compliance.

(a) Withholding. If the Company is required by law or regulation to withhold and pay over to a governmental agency any part or all of a Distribution or allocation of Profit to a Member:

(1) the amount withheld will be considered a Distribution to the Member; and

(2) if the withholding requirement pertains to a Distribution in kind or an allocation of Profit, the Company will pay the amount required to be withheld to the governmental agency and promptly take such action as it considers necessary or appropriate to recover a like amount from the Member, including offset against any Distributions to which the Member would otherwise be entitled.

(b) Tax Matters Partner. The Manager, or a Person designated by the Manager, shall act as the “Tax Matters Partner” pursuant to Section 6231(a)(7) of the Code. The Tax Matters Partner will inform the Members of all administrative and judicial proceedings pertaining to the determination of the Company’s tax items and will provide the Members with copies of all notices received from the U.S. Internal Revenue Service regarding the commencement of an LLC-level audit or a proposed adjustment of any of the Company’s tax items. The Tax Matters Partner may extend the statute of limitations for assessment of tax deficiencies against the Members attributable to any adjustment of any tax item. The Company will reimburse the Tax Matters Partner for reasonable expenses properly incurred while acting within the scope of the Tax Matters Partner’s authority.

ARTICLE 7: DISSOLUTION

7.1 Events of Dissolution. The Company will dissolve upon the first of the following to occur: (a) the sale or other disposition of all or substantially all the assets of the Company; (b) any event that makes the Company ineligible to conduct its activities as a limited liability company under the Act; or (c) otherwise by operation of applicable law.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

7.2 Effect of Dissolution.

(a) Appointment of Liquidator. Upon the Company’s dissolution, the Manager (unless unwilling or unable to serve as such) shall serve as liquidator, and as such will wind up and liquidate the Company in an orderly, prudent and expeditious manner in accordance with the following provisions of this Article. While serving as liquidator, the Manager shall have the same authority, powers, duties and compensation as before dissolution, except that the liquidator shall not acquire any additional assets for the Company, and shall use its best efforts to liquidate the Company’s existing assets as rapidly as is consistent with receiving the fair market value thereof. If the Manager is unwilling or unable to serve as liquidator, or has resigned or been removed, the Members shall elect another person, who may be a Member, to serve as liquidator.

(b) Distributions Upon Dissolution. All funds received by the Company shall be applied to satisfy or provide for Company debts and liabilities and the balance, if any, shall be distributed to Members on a pro-rata basis as is consistent with the provisions of this Agreement.

(c) Time for Liquidation. The Company will not immediately cease to exist upon the occurrence of an event causing its dissolution, but will continue until its affairs have been wound up. It is acknowledged and agreed that the assets of the Company are illiquid, and will take time to sell. The liquidator shall liquidate the Company’s assets as promptly as is consistent with obtaining the fair market value thereof, either by sale to third parties by auction to the highest bidder in a reasonably promoted auction (or other commercially reasonable suitable means, if necessary).

(d) Final Accounting. The liquidator will make proper accountings, (1) to the end of the month in which the event of dissolution occurred, and (2) to the date on which the Company is finally and completely liquidated.

(e) Duties and Authority of Liquidator. The liquidator will make adequate provision for the discharge of all of the Company’s debts, obligations and liabilities. The liquidator may sell, encumber or retain for distribution in kind any of the Company’s assets. Any gain or loss recognized on the sale of assets will be allocated to the Members’ Capital Accounts in accordance with the provisions of Article 4 above. With respect to any asset the liquidator determines to retain for distribution in kind, the liquidator will allocate to the Members’ Capital Accounts the amount of gain or loss that would have been recognized had the asset been sold at its fair market value.

(f) Final Distribution. The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Members in proportion to their Capital Accounts. The liquidator will distribute any assets distributable in kind to the Members in undivided interests as tenants in common. A Member whose Capital Account is negative will have no liability to the Company, the Company’s creditors or any other Member with respect to the negative balance.

(g) Required Filings. The liquidator will file with the appropriate Secretary of State such statements, certificates and other instruments, and take such other actions, as are reasonably necessary or appropriate to effectuate and confirm the cessation of the Company’s existence.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

ARTICLE 8: GENERAL PROVISIONS

8.1 Amendments. Except as otherwise provided herein, the Manager or any Member may propose, for consideration and action, an amendment to this Agreement or to the Articles. Except as otherwise stated herein, a proposed amendment will become effective at such time as it is approved by the Members holding a majority of the outstanding Membership Interests. Notwithstanding the foregoing, the Manager on behalf of the Company will execute and file any amendment to the Articles required by the Act. If any such amendment results in inconsistencies between the Articles and this Agreement, this Agreement will be considered to have been amended in the specific areas necessary to eliminate such inconsistencies.

8.2 Power of Attorney. Each Member appoints the Manager, with full power of substitution, as the Member’s attorney-in-fact, to act in the Member’s name to execute and file (a) all certificates, applications, reports and other instruments necessary to qualify or maintain the Company as a limited liability company in the states and foreign countries where the Company conducts its activities, (b) all instruments that effect or confirm changes or modifications of the Company or its status, including, without limitation, amendments to the Articles, and (c) all instruments of transfer necessary to effect the Company’s dissolution and termination. The power of attorney granted by this Article is irrevocable, coupled with an interest and shall survive the death of the Member.

8.3 Binding Arbitration. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING (WITHOUT LIMITATION) THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, OR ANY OTHER DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF ANY INTERACTION BETWEEN THE COMPANY AND A MEMBER, SHALL BE BROUGHT WITHIN ONE YEAR OF ITS ACCRUAL AND BE DETERMINED BY ARBITRATION IN THE COUNTY OF JEFFERSON, STATE OF COLORADO, BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (IF THE AMOUNT IN CONTROVERSY EXCEEDS $250,000) OR ITS STREAMLINED ARBITRATION RULES AND PROCEDURES (IF THE AMOUNT IN CONTROVERSY IS LESS THAN OR EQUAL TO $250,000). IF THE ARBITRATION IS A CLASS ARBITRATION, THE AGGREGATE AMOUNT, OF THE PURPORTED CLAIMS OF ALL PUTATIVE CLASS MEMBERS, SHALL BE USED TO DETERMINE WHICH RULES APPLY. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. THE PREVAILING PARTY IN ANY DISPUTE, CLAIM OR CONTROVERSY HEREUNDER SHALL BE ENTITLED TO RECOVER ITS COSTS OF ARBITRATION AND REASONABLE ATTORNEYS’ FEES THEREOF.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

8.4 Notices. Notices contemplated by this Agreement may be sent by any commercially reasonable means, including hand delivery, certified first class mail, facsimile, email or private courier. The notice must be prepaid and addressed as set forth in the Company’s records. The notice will be effective on the date of confirmed receipt or, in the case of notice sent by certified first class mail, the fifth (5^th) calendar day after mailing.

8.5 Resolution of Inconsistencies. If there are inconsistencies between this Agreement and the Articles, the Articles will control. If there are inconsistencies between this Agreement and the Act, this Agreement will control, except to the extent that the inconsistencies relate to provisions of the Act that the Members cannot alter by agreement. Without limiting the generality of the foregoing, unless the language or context clearly indicates a different intent, the provisions of this Agreement pertaining to the Company’s governance and financial affairs and the rights of the Members upon Dissociation and dissolution will supersede the provisions of the Act relating to the same matters.

8.6 Provisions Applicable to Transferees. As the context requires, but subject to the restrictions and limitations imposed by the provisions of this Agreement, anything herein pertaining to the rights and obligations of a Member also govern the rights and obligations of the Member’s Transferee.

8.7 Additional Instruments. Each Member will execute and deliver any document or statement necessary to give effect to the terms of this Agreement or to comply with any applicable law, rule or regulation governing the Company’s formation and activities.

8.8 Computation of Time. In computing any period of time under this Agreement, the day of the act or event from which the specified period begins to run is not included. The last day of the period is included, unless it is a Saturday, Sunday or legal holiday, in which case the period will run until the end of the next day that is not a Saturday, Sunday or legal holiday. For purposes of this paragraph, a day shall be deemed to end at 5:00 p.m. in the time zone where Company then maintains its principal place of business.

8.9 Entire Agreement. This Agreement and the Articles comprise the entire agreement among the parties with respect to the subject matter hereof.

8.10 Waiver. No right or remedy under this Agreement may be waived, except by an instrument in writing signed by the party sought to be charged with the waiver.

8.11 General Construction Principles. Words in any gender are deemed to include the other genders. The singular is deemed to include the plural and vice versa (as needed in order to give the Agreement its proper intended effect). The headings and underlined paragraph titles are for guidance only and have no significance in the interpretation of this Agreement. This Agreement shall be deemed to have been written and duly reviewed by each and all of the parties hereof. Each of the parties hereof has (i) been adequately represented by legal counsel or (ii) had adequate opportunity to consult with legal counsel and has affirmatively chosen to waive the right to do so.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

8.12 Binding Effect. Subject to the provisions of this Agreement relating to the transferability of Membership Interests and the rights of Transferees, this Agreement is binding on and will inure to the benefit of each party and his, her or its respective and permitted heirs, executors, successors, legal representatives and assigns.

8.13 Governing Law. This Agreement shall be governed by the laws of the State of Colorado, excluding its conflicts of law provisions.

8.14 Further Assurances. The parties hereto agree that they will cooperate with each other and will execute and deliver, or cause to be executed and delivered, all such other instruments, and will take all such other actions, as any party hereto may reasonably request from time to time in order to effectuate the provisions and purposes hereof.

8.15 Severability. If any provision of this Agreement shall be deemed invalid, unenforceable or illegal, then notwithstanding such invalidity, unenforceability or illegality, the remainder of this Agreement shall continue in full force and effect.

8.16 Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which will be considered an original as to the party signing it. Original signatures transmitted via facsimile or electronic transmission shall have the same legal effect as the exchange of original signatures.

[Signature Page to Operating Agreement Follows]

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

[Signature Page to Operating Agreement]

THE UNDERSIGNED MEMBER AGREES TO THE TERMS AND PROVISIONS OF THIS OPERATING AGREEMENT.

MEMBER

Pine Financial Group, Inc.

By:                                                                           

Name:                                                                           

Title:                                                                           

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

EXHIBIT “A”

INITIAL MEMBERS, CONTRIBUTIONS AND

OWNERSHIP OF MEMBERSHIP INTERESTS AS OF THE EFFECTIVE DATE

Initial Member	Ownership Percentage
Pine Financial Group, Inc. 10200 W 44th Ave., Suite 220 Wheat Ridge, CO 80033	100%

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ADD EXHB

Exhibit C

PROMISSORY NOTE

$.         00 Date:                   , 20__

 Wheat Ridge, Colorado

FOR VALUE RECEIVED, the undersigned, PFG Fund V, LLC, a Colorado limited liability company (“Borrower”), hereby promises to pay to (“Lender”), the principal sum of Dollars ($ .00), together with interest on the unpaid principal balance of this Promissory Note (the “Note”), as follows:

1. Interest Rate and Term.

1.1 Interest Rate. Interest on the unpaid principal balance will accrue from the date hereof or such or such later date as funds have been received by Borrower (the “Date of Advance”) at an annual interest rate equal to eight percent ( 8%) (“Interest Rate”). Interest is computed based on a 30/360 simple interest basis. Except as otherwise specified herein, interest shall accrue until this Note is paid in full (the “Repayment Date”).

1.2 Term.

1.2.1 The Note has a term of sixty (60) months. Interest payment shall be made for the term of the Note until the Note is fully paid, with any and all unpaid principal and interest due and payable on __________________, 20___ (“Maturity Date”). The term of the Note is subject to continuous and automatic renewal and extension of the term for sixty (60) month (“Rollover”) periods.

1.2.2 To avoid any renewal and extension on the Note, the Lender must provide a written notice to the Borrower demanding repayment of the Note with at least ninety (90) days prior to the Maturity Date of the Note.

1.2.3 The Note subject to Rollover shall be governed under the terms identical to those of the original term of the Note, as adjusted to accommodate for the Rollover, including any adjusted principal balance of the Note and/or the Maturity Date. Failure of the Lender to provide Borrower with proper prior written notice to avoid Rollover will cause the Note to automatically renew for an additional such Rollover period stated above.

2. Payment of Principal and Interest.

2.1 Payments. Interest-only payments shall be due and payable in consecutive monthly installments of Dollars ($_________) on or before the 5^th day of the month following the Date of Advance and continuing likewise on the 5^th day of each month. Such payments shall continue until the Maturity Date.

2.2 Interest Rate Calculation. Interest on this Note is computed on a basis of a 365-day year. The annual interest rate is divided by 365 to get a daily interest rate.

2.3 Balloon Payment. On the Maturity Date, the Borrower shall make a balloon payment, which is comprised of any unpaid principal balance plus any unpaid interest (accumulated or otherwise), costs, fees, and other charges associated with this Note (“Balloon Payment”), unless the Maturity Date is subject to Rollover as provided in Section 1.2 above.

2.5 Order of Application of Payments. Unless otherwise agreed to in writing by the parties or required by applicable law, each payment under this Note shall be credited in the following order: (a) interest payable under the Note, including accrued but unpaid interest, and (b) principal amount outstanding under the Note.

2.6 Delivery of Payments. Payments shall be made to Lender: (a) at his, her or its address, which is provided in Section 9 below, (b) to another address if so designated in writing by Lender, or (c) via automatic clearing house (“ACH”) or wire transfer, as agreed between the Lender and Borrower.

1

2.7 Reinvestment Option. At the issuance of the Note, the Lender may elect to reinvest his, her, or its interest payments, whereby the Borrower, under the Lender’s election, retain One Hundred Percent (100%) of the interest payable and credit the principal balance due to the Lender. The retained interest will be accumulated and compounded, commencing on the Date of Advance until redeemed.

2.7 Security. This Note represents a non-recourse unsecured debt obligation of the Borrower and the holder of Note will not have any security interest in any of the Borrower’s assets.

3. Late Charge. Borrower acknowledges and agrees that default in the payment of any sum due under this Note will result in losses and additional expenses to Lender in servicing the indebtedness evidenced by this Note, handling such delinquent payments, and meeting its other financial obligations.

4. Default.

4.1 Events of Default. On (a) Borrower’s failure to make any Three (3) consecutive payments due under this Note when due and payable, upon receipt of written notice from Lender of such failure, (b) any breach of any other material covenant or obligation in this Note, or (c) the occurrence of events specified in Section 7, an event of default (“Event of Default”) shall have occurred. If an Event of Default occurs that remains uncured after written notice of such Event of Default from Lender to Borrower, then Lender may, at its option, declare this Note (including, without limitation, all accrued interest) due and payable immediately regardless of the Maturity Date. If an Event of Default occurs that remains uncured, in lieu of payment in full to Lender, Borrower may, at its sole option, assign the income stream secured by certain assets that it holds directly to Lender.

4.2 Cure. Upon the occurrence of any Event of Default, the Borrower shall have Thirty (30) days from the date of written notice from Lender of such Event of Default to cure such Event of Default; provided, that if the cure is of a nature that reasonably requires under the circumstances greater than Thirty (30) days to cure such Event of Default, then Borrower shall only have the obligation to have initiated within Thirty (30) days of Lender’s notice of the Event of Default reasonable steps to produce a cure.

5. Prepayment Option.

5.1 No Prepayment Premium or Penalty. If Borrower prepays this Note in whole or in part at any time prior to the Maturity Date of this Note, no prepayment premium or penalty shall be due to Lender. All prepayments of principal on this Note shall be applied to the most remote principal installment or installments then unpaid.

5.2 Ability to Pay Prepayment. Borrower may, at its sole option, elect to prepay all or any portion of the Note, including any unpaid principal balance, at any time and shall give Lender Five (5) days’ prior written notice of its intention to prepay all or any portion of this Note. Said notice shall include the amount Borrower intends to prepay.

5.3 Prepayment Waivers. BORROWER AND LENDER EXPRESSLY ACKNOWLEDGE AND AGREE THAT BORROWER HAS THE RIGHT TO PREPAY THIS NOTE AT ANY TIME AS PROVIDED IN THIS SECTION 5 HEREOF. BORROWER AND LENDER FURTHER ACKNOWLEDGE AND AGREE THAT THERE SHALL BE NO PREPAYMENT PREMIUM OR PENALTY DUE TO THE LENDER IN CONNECTION WITH ANY PREPAYMENT OF THE NOTE, INCLUDING ANY UNPAID PRINCIPAL BALANCE, BY BORROWER.

BORROWER’S INITIALS: _______

LENDER’S INITIALS: _______

6. Due on Demand. Notwithstanding anything to the contrary herein, Lender may request for early paydown (“Early Paydown Demand”) from Borrower, up to the outstanding balance owing hereunder (“Early Paydown Amount”) and subject to the terms and conditions provided herein Section 6; provided, that, Lender complies with Section 6 herein.

6.1 Request for Early Paydown. Borrower is not required to pay down the Note until the Maturity Date. Notwithstanding the foregoing, Lender may, at any time from one (1) month after the Date of Advance, request for an early pay down of a portion or all of the principal balance of his, her or its Notes. In such event, the Lender shall deliver a notice, in writing, at least ninety (90) days from such Early Paydown Demand. The notice shall contain the Early Paydown Amount. Borrower will acknowledge receipt of such the notice.

2

6.2 Borrower Acceptance of Early Paydown Demand.

6.2.1 The Borrower, subject to available funds, may return the funds to Lender upon expiration of the 90-day notice. Borrower’s cash position and availability of cash to return to Lender is based on monies that are in the liquid account. If Borrower’s money is in loans and there are insufficient funds in liquid account, Borrower would need to wait until such funds become available either from interest it collects on loans or one or more of its loans paying off in full. If Borrower does not have available funds to honor Lender’s Early Paydown Demand upon expiration of the ninety (90) day period, Borrower will honor the redemption request and return Early Paydown Amount as soon as cash becomes available to Borrower.

6.2.2 Upon request of the notice of Early Paydown Demand, Borrower will begin holding cash from disposed loans immediately after such request is received. Borrower will deposit the principal balance, plus any owed accrued interest, from disposed loans into a liquid account such as a separate money market or checking account in the name of Borrower until such time Borrower has sufficient funds to redeem this Note. At the time of a balance to pay an individual Note with accrued interest, Borrower will release funds to Lender and transfer to Lender’s account via wire, automatic clearinghouse (“ACH”) payment, or pay via check, as agreed between Borrower and Lender. At such time, the Note shall be considered paid down. Notes will be redeemed on a “first come, first serve” basis. Borrower will maintain a record of communication from Lender regarding Early Paydown Demand.

6.3 Early Paydown Waivers. BORROWER AND LENDER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE BORROWER INTENDS TO HONOR EARLY PAYDOWN DEMANDS IN THE ORDER RECEIVED FROM AVAILABLE CASH, OR FROM THE AVAILABLE PROCEEDS RESULTING FROM LOAN PAYOFFS. HOWEVER, THE BORROWER MAY BE UNABLE TO HONOR ANY REQUEST FOR AN EARLY PAYDOWN OF FUNDS AND THERE IS NO GUARANTEE THAT EARLY PAYDOWN DEMAND WILL BE FULFILLED UPON THE NINETY DAY RECEIPT OF EARLY PAYDOWN DEMAND NOTICE. ANY FUNDS LOANED TO BORROWER ARE NOT READILY AVAILABLE OR FREELY LIQUID. NO INVESTOR HAS ANY GUARANTEE OR RIGHT TO DEMAND THE RETURN OF ANY PORTION OF HIS, HER, OR ITS PRINCIPAL BALANCE UNDER THE PROMISSORY NOTE PRIOR TO THE MATURITY DATE (OR FINAL MATURITY DATE, AS APPLICABLE).

BORROWER’S INITIALS: _______

LENDER’S INITIALS: _______

7. Due-on-Sale, Transfer, or Insolvency. If Borrower sells, conveys, assigns or otherwise transfers all or substantially all of the beneficial interest of Borrower (which shall not include a sale or other transfer to any affiliate of Borrower) or commences any proceeding under bankruptcy or insolvency laws, without the prior written consent of Lender, then an Event of Default shall have occurred and Lender may elect to accelerate the Maturity Date (or Final Maturity Date, as applicable) and declare the entire unpaid principal, accrued interest, and other sums due hereunder to be immediately due and payable pursuant to the provisions of Section 4 hereof.

8. Attorneys’ Fees. In any dispute or litigation arising hereunder or related to this Note, the losing party shall pay the reasonable costs, expenses, and attorneys’ fees paid or incurred by the prevailing party.

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9. Notice. Any notice required to be provided in this Note shall be given in writing and shall be sent (a) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made; (b) by first-class certified United States mail, postage prepaid, return receipt requested; (c) by a nationally recognized overnight courier service, marked for next day business delivery; or (d) electronic mail. All notices shall be addressed to the party to whom such notice is to be given at the following addresses:

Lender:

Borrower: PFG Fund V, LLC

10200 W. 44^th Avenue, Suite 220

Wheat Ridge, CO 80033

or to such other address as a party may designate by written notice to the other party. All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery by the receiving party; (c) if sent by certified mail, the third day on which regular United States mail delivery service is provided after the day of mailing or, if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending.

10. Assignment. This Note was issued pursuant to an offering circular, as amended (“Offering Circular”). Lender shall not assign, sell, pledge, or otherwise transfer all or any of Lender’s interest in this Note without Borrower’s written consent. In the event Borrower consents to a transfer by Lender, Lender shall pay to Borrower a reasonable administrative fee, as determined by Borrower, but in no event shall such fee be less than Five Hundred Dollars ($500.00). Any such transfer of interest by Lender shall constitute a default by Lender under this Note, and Borrower may seek such injunctive or equitable relief as it deems necessary. Lender shall pay all fees and costs incurred by Borrower in obtaining any order or judgment.

11. Governing Law and Venue. This Note shall be construed and enforced for all purposes according to the laws of the state of Colorado, excluding its conflicts of law provisions. In any dispute, controversy, claim or cause of action arising from or in connection with this Note, both parties agree to submit to the jurisdiction in Wheat Ridge, Colorado (or otherwise as required by Section 13 below).

12. Made or Arranged by a Broker-Dealer. Borrower and Lender acknowledge that this Note may have been made or arranged by a securities broker-dealer licensed under the Financial Industry Regulatory Authority (“FINRA”) and/or Securities Exchange Commission (“SEC”) and that the broker-dealer’s participation may have been a material factor in consummating this loan. Any compensation payable to such broker-dealer in arranging or brokering this Note will be borne by the Lender.

13. Arbitration.

13.1 In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

13..2 The place of arbitration shall be Wheat Ridge, Colorado. This agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Either party may participate in the arbitration by telephone.

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14. Usury. All agreements between Borrower and Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance, or retention of the money to be advanced under this Note exceed the highest lawful rate permissible under applicable usury laws. If, under any circumstances, fulfillment of any provision of this Note, after timely performance of such provision is due, shall involve exceeding the limit of validity prescribed by law that a court of competent jurisdiction deems applicable, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity. If, under any circumstances, Lender shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to reduce the unpaid principal balance under this Note and not to pay interest, or, if such excessive interest exceeds the unpaid principal balance under this Note, such excess shall be refunded to Borrower. This provision shall control every other provision of all agreements between Borrower and Lender.

15. Representation on Use of Proceeds. Borrower represents and warrants to Lender that the proceeds of this Note will be used solely for business, commercial investment or lending, or similar purposes, which are set forth in the Offering Circular.

16. No Modifications or Amendments; No Waiver. Except as specified herein, this Note may not be amended, modified or changed, nor shall any waiver of the provisions hereof be effective, except only by an instrument in writing signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought. The lack of enforcement by either party of any of its rights, privileges or benefits under this Note shall not constitute a waiver, whether express or implied, of such rights, privileges or benefits. Additionally, a waiver of any provision in one event shall not be construed as a waiver of any other provision at any time, as a continuing waiver, or as a waiver of such provision on a subsequent event.

17. Severability. Any provision of this Note which shall be held by a court of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision or term hereof, and such other provisions or terms shall remain in full force and effect. In addition, such invalid, void or illegal provision shall be interpreted by the court so that both the intent and objective of the parties with respect to such provision are effectuated to the maximum extent permitted by applicable law.

18. Financial Information. Borrower will file annual audited financial statements and interim semi-annual financial statement with the Securities and Exchange Commissions. Borrower may deliver a quarterly financial statement in its discretion. All Borrower financial statements shall be prepared by GAAP standards.

19. Counterparts; Facsimile. This Note may be executed via facsimile and in separate counterparts, each of which, when so executed shall be deemed an original and all such counterparts shall constitute one and the same original agreement.

20. Headings. Section and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Note.

21. Lender Representations. If Lender is a foreign person as defined by the Internal Revenue Code §§ 871(h) and 881(c), et seq., as amended (the “Code”), Lender shall deliver to Borrower evidence proving Lender’s status as a foreign person prior to the execution of this Note. Subject and pursuant to the Code, Lender makes the following representations to Borrower: (a) Lender is not a bank extending credit in the course of its ordinary trade or business, as defined by the Code; (b) Lender is not a “ten percent shareholder” of Borrower as defined by the Code; and, (c) Lender, and/or its principals, members, officers, shareholders, or directors share no familial relation with any principal, member, officer, director, or shareholder of Borrower.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of Borrower and Lender has executed this Note as of the date first set forth above.

BORROWER:
PFG FUND V, LLC,
a Colorado Limited Liability corporation
By:
	Name:	Kevin Amolsch
	Title:	Chief Executive Officer of Pine Financial Groupo, Inc., Manager
	LENDER:
	By:
	Name:
	By:
	Name:

6

EX1A-4 SUBS AGMT

Exhibit D

Purchaser Number:                                                  

PFG FUND V, LLC

A Colorado limited liability company

SUBSCRIPTION AGREEMENT

THE PROMISSORY NOTES OF THE COMPANY SUBJECT TO THIS SUBSCRIPTION AGREEMENT ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES ARE EXEMPT FROM REGISTRATION. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THIS INVESTMENT INVOLVES A DEGREE OF RISK THAT MAY NOT BE SUITABLE FOR ALL PERSONS. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT.

1. SUBSCRIPTION.

AMOUNT OF INVESTMENT: $___________________________________________

PROMISSORY NOTES PURCHASED: ___________________

PAYMENT ELECTION (please select one):

☐ CASH

☐ REINVESTMENT

Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with a record and adopted by Purchaser with intent to sign such record.

Subject to the terms and conditions of the Agreement, the undersigned (“Purchaser”) hereby irrevocably subscribes for and agrees to purchase a Promissory Note (“Note”) offered by PFG FUND V, LLC, a Colorado limited liability company (the “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Articles of Organization (the “Articles”), the Company’s Promissory Notes (“Promissory Note”) and Offering Circular, as amended (the “Offering Circular”).

(a)       Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Note. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Promissory Note.

SUBSCRIPTION AGREEMENT PFG FUND V LLC

(b)       This subscription may be rejected as a whole or in part by the Company in its sole and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the same.

(c)       Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Note in the amount set forth above; and the Purchaser will become a Noteholder(and not a shareholder or secured creditor) only after the Purchaser’s funds are duly deposited to the account of the Company and the Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement.

(d)       Once Purchaser makes a funding commitment to purchase Note, it is irrevocable until the Note are issued, the purchase is rejected by the Company, or the Company otherwise determines not to proceed with the transaction.

(e)       The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Offering Circular, the Articles and Promissory Note. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Note.

2. REPRESENTATIONS AND WARRANTIES BY THE PURCHASER. The Purchaser represents, warrants, and agrees as follows:

(a)       I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon.

(b)       I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note.

(c)       I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company.

(d)       I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.

(e)       I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company.

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

(f)       I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment.

(g)       I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission.

(h)       The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.

(i)       The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities).

(j)       The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement.

(k)       The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

(l)       All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

3. INVESTOR SUITABILITY STANDARDS. The Company intends to sell the Note to qualified investors, including (i) “accredited investors” under Rule 501(a) of Regulation D (as explained below) and (ii) all other Investors so long as their investment in the Note does not represent more than Ten Percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). The Note are offered hereby and sold to Investors that meet one of the categories (i.e., Accredited Investors and Investors whose investment in the Note does not represent more than Ten Percent (10%) of the applicable amount).

To qualify as an “Accredited Investor”, for purposes of satisfying one of the tests in the “qualified purchaser” definition, an Investor must meet ONE of the following conditions:

(a)       Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.00; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of $5,000,000.00 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(b)       Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(c)       Any organization described in section 501(c)(3) of the Internal Revenue Code, limited liability company, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(d)       Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(e)       Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of his purchase exceeds $1,000,000.00 (excluding the person’s primary residence);

(f)       Any natural person who had an individual income in excess of $200,000.00 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000.00 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

(g)       Any trust, with total assets in excess of $5,000,000.00, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(B)(b)(2)(ii); or

(h)       A natural person holding, and in good standing, of one or more professional certifications or designations or other credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

(i)       A natural person holding one or more professional certifications or designations administered by the Financial Regulatory Authority, Inc., and in good standing: the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), and Licensed Private Securities Offering Representative (Series 82);

(j)       A natural persons who is considered a “knowledgeable employee” of a private fund as defined by Rule 3c-5(a)(4) under the Investment Company Act of 1940, including trustees and advisory board members, or person serving in a similar capacity of a fund relying on an exemption under Investment Company Act of 1940 Section 3(c)(1) or 3(c)(7), or an affiliated person of the fund that oversees the fund’s investments, and employees of the private fund (other than employees performing solely clerical, secretarial, or administrative functions);

(k)       Any family office, as defined in rule 202(a)(11)(G)-1under the Investment Advisers Act of 1940: with assets under management in excess of $5,000,000, that is not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risk of the prospective investment;

(l)       Any family client, as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii);

(m)       Any entity not listed above which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of Five Million Dollars ($5,000,000); or

(n)       Any entity in which all of the equity owners are accredited investors.

For Purchasers who are not Accredited Investors, there are limitations on the aggregate purchase price of the Note that may be paid by the Investor which is not more than Ten percent (10%) of the greater of such Purchaser’s:

(a)       Annual income or net worth if a natural person (with annual income and net worth for such natural person purchaser determined as provided in Rule 501); or

(b)       Revenue or net assets for such purchaser’s most recently completed fiscal year end if a non-natural person.

Annual income and net worth should be calculated as provided in the Accredited Investor definition under Rule 501 of Regulation D, as explained above. In particular, net worth in all cases should be calculated excluding the value of an Investor’s home, home furnishings and automobiles.

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

4. AGREEMENT TO REFRAIN FROM RESALE. The Purchaser agrees not to pledge, hypothecate, sell, transfer, assign or otherwise dispose of any Note, nor receive any consideration for Note from any person, unless

(a)       A registration statement on a form appropriate for the purpose under the Act with respect to the Note proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified in accordance with applicable securities laws; or

(b)       All of the following shall have occurred: (i) the Manager has agreed to such transfer, and (ii) the Purchaser shall have furnished the Company with an opinion of the Purchaser’s counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of such Note under the Act or qualification of such Note under any other securities law.

5. POWER OF ATTORNEY.

(a)       The Purchaser irrevocably constitutes and appoints the Company with full power of substitution as his/her true and lawful attorney-in-fact and agent, to execute, acknowledge, verify, swear to, deliver, record, and file, in the Purchaser’s name or his/her assignee’s name, place, and stead, all instruments, documents, and certificates that may from time to time be required by the laws of the United States of America, the State of Colorado, and any other state in which the Company conducts or plans to conduct business, or any political subdivision or agency of the government, to effectuate, implement, and continue the valid existence of the Company, including, without limitation, the power of attorney and authority to execute, verify, swear to, acknowledge, deliver, record and file the following:

(i)       the Promissory Note, the Articles and all other instruments (including amendments thereto) that the Company deems appropriate to form, qualify or continue the Company as a limited liability company in the State of Colorado and all other jurisdictions in which the Company conducts or plans to conduct business;

(ii)       all instruments that the Company deems appropriate to reflect any amendment to the Articles or Promissory Note, or modification of the Company, made in accordance with the terms of the Articles or Promissory Note;

(iii)       a fictitious business name certificate and such other certificates and instruments as may be necessary under the fictitious or assumed name statute from time to time in effect in the State of Colorado and all other jurisdictions in which the Company conducts or plans to conduct business;

(iv)       all instruments relating to the admission of any additional Noteholders or other shareholders, owners or creditors, whether secured or unsecured; and

(v)       all conveyances and other instruments that the Company deems appropriate to reflect the dissolution and termination of the Company pursuant to the terms of the Articles and the Promissory Note.

(b)       The power of attorney granted is a special power of attorney and shall be deemed to be coupled with an interest, shall be irrevocable, shall survive the death, dissolution, bankruptcy, or legal disability of the Purchaser, and shall extend to the Purchaser’s heirs, successors, and assigns. The Purchaser agrees to be bound by any representations made by the Company acting in good faith under such power of attorney, and each Noteholder waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Company taken in good faith under such power of attorney.

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

6 MISCELLANEOUS.

(a)       CHOICE OF LAWS: This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to its choice of laws rules.

(b)       ENTIRE AGREEMENT: This Subscription Agreement constitutes the entire agreement between the parties and may be amended only by written agreement between all parties.

(c)       ARBITRATION: Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (this “Arbitration Provision”). The arbitration shall be conducted in the State of Colorado in the Jefferson county. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving Purchaser (or persons claiming through or connected with Purchaser), on the one hand, and the Company, on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise in the last sentence of sub-section (iv) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. This Arbitration Provision applies to claims under the U.S. federal securities laws and to all claims that that are related to the Company, including with respect to this offering, our holdings, the common shares, our ongoing operations and the management of our investments, among other matters. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

(i)       The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply

(ii)       If the Company elects arbitration, the Company shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If Purchaser elects arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. The Company shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or Purchaser requests that the Company pay them and the Company agree to do so. Each party shall bear the expense of its own attorney’s fees, except as otherwise provided by law. If a statute gives Purchaser the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein

(iii)       Within 30 days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction.

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

(iv)       The Company agrees not to invoke the Company’s right to arbitrate an individual Claim that you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

(d)       TERMINATION OF AGREEMENT: If this subscription is rejected by the Company, then this Subscription Agreement shall be null and void and of no further force and effect and no party shall have any rights against any other party hereunder and the Company shall promptly return the funds delivered with this Subscription Agreement.

(e)       TAXES. The discussion of the federal income tax considerations arising from investment in the Company, as set forth in the Offering Circular, is general in nature and the federal income tax considerations to the Purchaser of investment in the Note will depend on individual circumstances. The Offering Circular does not discuss state income tax considerations, which may apply to all or substantially all Purchasers. There can be no assurance that the Internal Revenue Code or the Regulations under the Code will not be amended in a manner adverse to the interests of the Purchaser or the Company.

(f)       DULY AUTHORIZED. If the Purchaser is a limited liability company, partnership, trust, or other entity, the individual(s) signing in its name is(are) duly authorized to execute and deliver this Subscription Agreement on behalf of such entity, and the purchase of the Note by such entity will not violate any law or agreement by which it is bound.

(g)       LIMITED TRANSFERABILITY. The Purchaser understands that the Note will have limited transferability, accordingly, that Note must be held indefinitely unless they are subsequently registered under the Act and any other applicable securities law or exemptions from such registration is available. The Purchaser understands that the Company is under no obligation to register Note under the Act, to qualify Note under any federal or state securities law, or to comply with Regulation A or any other exemption under the Act or any other law.

(h)       THE PROMISSORY NOTE CONTAINS RESTRICTIVE LEGEND. Any documents or certificates issued to evidence ownership of the Promissory Note will bear restrictive legends notifying prospective purchasers of the transfer restrictions set forth above, and the Company will not permit transfer of any Note on the books of the Company in violation of such restrictions.

(i)       SUCCESSORS. The representations, warranties and agreements contained in this Subscription Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. If the Purchaser is more than one person, the obligations of all of them shall be joint and several, and the representations and warranties contained herein shall be deemed to be made by, and to be binding upon, each such person and his heirs, executors, administrators, successors, and assigns.

(j)       ELECTRONIC SIGNATURE. This Subscription Agreement may be hereby executed and delivered in counterparts by electronic signature with the same effect as if the parties executing the counterparts had all executed one counterpart. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., clicking “I agree” or use of www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Each party consents and agrees that its electronic signature meets the requirements of an original signature as if actually signed by such party in writing. Further, each party agrees that no certification authority or other third-party verification is necessary to the enforceability of its signature. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Section.

8

SUBSCRIPTION AGREEMENT PFG FUND V LLC

(k)       CONSENT TO ELECTRONIC DELIVERY. Purchaser hereby agrees that the Company may deliver all notices, financial statements, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of the Company and its investments, including, without limitation, information about the investment, required or permitted to be provided to Purchaser under the Notes or hereunder by means electronic mail or by posting on the Company’s Platform (or through Purchaser’s Platform account). Because the Company operates principally on the Internet, Purchaser will need to consent to transact business with the Company online and electronically. By entering into this Subscription Agreement, Purchaser consents to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to Purchaser or the Company’s rights, obligations or services under this Agreement (each, a “Company Disclosure”). The decision to do business with the Company electronically is solely of the Purchaser.

(i)       Scope of Consent. Purchaser hereby consents and agrees to receive Company Disclosures and transact business electronically, and Purchaser’s agreement to do so, applies to any transactions to which such Company Disclosures relate, including the Note issued to Purchaser.

(ii)       Consenting to Do Business Electronically. Before deciding to do business electronically with the Company, Purchaser should consider whether Purchaser has the following required hardware and software capabilities: (i) access to the Internet; an email account and related software capable of receiving email through the Internet; (ii) a web browser that supports secure sessions; and (iii) hardware capable of running all necessary software.

(iii)       Updates Affecting Delivery of Company Disclosures. Purchaser agrees to keep the Company informed of any change in Purchaser’s email or home mailing address so that Purchaser can continue to receive all Company Disclosures in a timely manner. If Purchaser’s registered e-mail address, registered residence address or telephone number changes, Purchaser must promptly notify the Company of the change by updating Purchaser’s account information on the Company’s Platform. Purchaser hereby agrees and acknowledges that, as of the date hereof, Purchaser is able to access, receive and retain all Company Disclosures electronically sent via email or posted on the Platform.

(l)       INDEMNIFICATION. The Purchaser shall indemnify and defend the Company and its directors and officers from and against any and all liability, damage, cost, or expense (including attorneys’ fees) arising out of or in connection with:

(i)       Any inaccuracy in, or breach of, any of the Purchaser’s declarations, representations, warranties or covenants set forth in this document or any other document or writing delivered to the Company;

(ii)       Any disposition by the Purchaser of any Note in violation of this Agreement, the Articles or Promissory Note, or any applicable law; or

9

SUBSCRIPTION AGREEMENT PFG FUND V LLC

(iii)       Any action, suit, proceeding or arbitration, whether threatened, pending or actual, alleging any of the foregoing.

7. FURTHER REPRESENTATIONS. Purchaser (whether an individual or entity) understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents and warrants to the Company as follows:

(a)       My statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor.

(b)       I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription.

(c)       I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Investment Advisors and other professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment.

(d)       I am able to bear the economic risk of an investment in the Note for an indefinite period of time and understand that an investment in the Note is illiquid and may result in a complete loss of such investment.

(e)       Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s status as an Accredited Investor. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor.

(f)       Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s suitability as a non-accredited investor. Purchaser further understands and agrees that the Company may request to be shown, in confidence, documentation (including but not limited to income tax returns, bank statements, W-2 forms, etc.) reasonably satisfactory to the Company supporting the certification by the Purchaser as to the Purchaser’s financial condition and capability to meet the non-accredited investor suitability standards provided to Purchaser. The Company reserves the right to refuse to accept any subscription as to which the Company is not satisfied (in its sole and absolute discretion) that the Purchaser is an Accredited Investor.

(g)       Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Note; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

[Signature Page to Subscription Agreement follows]

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SUBSCRIPTION AGREEMENT PFG FUND V LLC

[Signature Page to Subscription Agreement]

FOR GOOD AND VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement on ___________________________ ______, _________.

BY PURCHASING THE NOTE AND EXECUTING THIS SUBSCRIPTION AGREEMENT, EACH PURCHASER HEREBY AGREES, UPON ACCEPTANCE BY THE COMPANY, TO BE LEGALLY BOUND BY THE TERMS OF THE PROMISSORY NOTE.

___________________________________________________________________________________

Name of Entity (if applicable)(printed or typed)

_______________________________________ _______________________________________

Purchaser Signature	Co-Purchaser Signature
_______________________________________	_______________________________________
Name and title (if applicable) of person signing	Name and title (if applicable) of person signing
_______________________________________	_______________________________________
Purchaser E-mail Address	Co-Purchaser E-mail Address
_______________________________________	_______________________________________
Purchaser Address	Co- Purchaser Address
_______________________________________	_______________________________________
Purchaser Telephone	Co-Purchaser Telephone

ACCEPTANCE: (NOT VALID UNTIL ACCEPTED BY COMPANY)

ACCEPTANCE

The Company has accepted this Subscription Agreement as of this ___day of ________________, 20___, by the signature of a duly authorized representative.

PFG FUND V, LLC, a Colorado Limited Liability Company
By:
Name:	Kevin Amolsch
Title:	President of Pine Financial Group, Inc., Manager

11

EX1A-11 CONSENT

Exhibit E

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby provide our consent, dated January 11, 2021, to the incorporation by reference in this Report on the Form 1-A registration of PFG Fund V, LLC for the period from August 26, 2020 through November 30, 2020 (the "period") of our report dated January 9, 2021 included in its Registration Statement on Form 1-A relating to the financials for the period ended November 30, 2020, listed in the accompanying index.

/s/ Spiegel Accountancy Corp

Spiegel Accountancy Corp

Pleasant Hill, California

January 11, 2021

EX1A-12 OPN CNSL

Exhibit F

Tel: (949) 379-2600 Fax: (949) 379-2610     90 Discovery Irvine, California 92618www.geracilawfirm.com Anthony F. Geraci* Christina L. Geraci Paul Sievers Gregory M. Lee Sabine Wromar Amy E. Martinez Dennis R. Baranowski Nema Daghbandan Jaspreet Kaur Melissa Martorella Melissa L. Lucar Kevin S. Kim Jenny Park Alexa Stephenson Bryan P. Redington * Admitted in Arizona &New Jersey

January 14, 2021

PFG Fund V, LLC 10200 W. 44th Avenue, Suite 220 Wheat Ridge, CO 80033
	Re:	Opinion of Counsel Securities Qualified Under Offering Statement on Form 1-A

Ladies and Gentlemen:

We have acted as special counsel to PFG Fund V, LLC, a Colorado limited liability company (the “Company”) in connection with its preparation and filing with the Securities and Exchange Commission of an Offering Statement via Form 1-A (as mended or supplemented, the “Offering Statement”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), relating to the filing of the Offering Statement and the offering by the Company of up to $50,000,000 of the Company’s promissory notes (“Promissory Notes”).

In rendering the opinion set forth below, we have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

Based on the foregoing, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Circular, the Promissory Notes will be validly issued and fully paid, and holders of the Promissory Notes will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Promissory Notes.

Our opinion set forth herein is limited to the limited liability company law of the State of Idaho and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law.  We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A and to any references to this firm in any prospectus contained therein. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Promissory Notes. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention and which may alter, affect, or modify the opinions expressed herein.

January 14, 2021

Page 2

Please feel free to contact me if you have any questions at the above contact information.

Very truly yours,

GERACI LAW FIRM

/s/ Geraci Law Firm

Geraci Law Firm