PPM

Confidential 1/7/2012

Circular# _____________________________ Offeree: _________________________________

CONFIDENTIAL PRIVATE PLACEMENT

MEMORANDUM

Davies Capital Management, LLC.

____________________________________

$1,000,000

100,000,000 Units ふさUﾐｷデゲざ)

$0.01 per unit

1,000,000 Units ($10,000.00) Minimum Subscription (1) ____________________________________

Davies Capital Management, LLC, a Florida Limited Liability Company, is offering 100,000,000

Units for $0.01 per Unit. The offering price per unit has been arbitrarily determined by the

Company - See Risk Factors: Offering Price.

THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE

INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN

THESE UNITS.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

OF ヱΓンンが A“ AMENDED ふTHE さACTざぶが THE “ECURITIE“ LAW“ OF THE “TATE OF FLORIDA, OR

UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE

EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 504

PROMULGATED THERE UNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION

PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.


__________________________________________________________________

Sale Price Selling Commissions (1) Proceeds To Company (2)

Per Unit $0.01 $0.001 $0.009

Maximum $1,000,000 $100,000 $900,000

__________________________________________________________________

Davies Capital Management, LLC Baton Rouge, Louisiana

(225) 421-9704

The Date of this Memorandum is January 15, 2012

(1) The Company reserves the right to waive 1,000,000 unit minimum subscriptions for any

ｷﾐ┗Wゲデﾗヴく TｴW OaaWヴｷﾐｪｷゲﾐﾗデ ┌ﾐSWヴ┘ヴｷデデWﾐく TｴW Uﾐｷデゲ ;ヴW ﾗaaWヴWS ﾗﾐ ; さHWゲデ Waaﾗヴデゲざ H;ゲｷゲ H┞ the Company through its officers and directors. Units may also be sold by FINRA member

brokers or dealers who enter into a Participating Dealer Agreement with the Company, who will

receive commissions of up to 10% of the price of the units sold. The Company reserves the right

to pay expenses related to this Offering from tｴW ヮヴﾗIWWSゲﾗa デｴW OaaWヴｷﾐｪく “WW さPﾉ;ﾐﾗa Pﾉ;IWﾏWﾐデ ;ﾐS UゲW ﾗa PヴﾗIWWSゲくざ

(2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion,

elects to terminate, or (b) the date upon which all Units have been sold, or (c) January 14 , 2013,

or such date as may be extended from time to time by the Company, but not later than 180 days

デｴWヴW;aデWヴふデｴW さOaaWヴｷﾐｪ PWヴｷﾗSざくぶ

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY

THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE

SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY

BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS.

BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON

THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD

PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE

INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS,

AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE

SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO

TRADING MARKET FOR THE COMPANYげ“ UNIT“ OF COMMON MEMBER“HIP UNIT“ AND THERE


CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITS

WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY

TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER

FEDERAL OR STATE SECURITIES LAWS THE UNITS PURCHASED PURSUANT HERETO, AND THE

ISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO RULE 504 OF REGULATION D

UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF

ANY OF THE UNITS WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY

APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE

INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN.

THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATES

HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY

SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY

OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

No person is authorized to give any information or make any representation not contained in

the Memorandum and any information or representation not contained herein must not be

relied upon. Nothing in this Memorandum should be construed as legal or tax advice.

All of the information provided herein has been provided by the Management of the Company.

The Company makes no express or implied representation or warranty as to the completeness

of this information or, in the case of projections, estimates, future plans, or forward looking

assumptions or statements, as to their attainability or the accuracy and completeness of the

assumptions from which they are derived, and it is expected that each prospective investor will

pursue his, her, or its own independent investigation. It must be recognized that estimates of

デｴW Cﾗﾏヮ;ﾐ┞げゲヮWヴaﾗヴﾏ;ﾐIW ;ヴW ﾐWIWゲゲ;ヴｷﾉ┞ ゲ┌HﾃWIデデﾗ ; ｴｷｪｴ SWｪヴWW ﾗa ┌ﾐIWヴデ;ｷﾐデ┞ ;ﾐS ﾏ;┞ vary materially from actual results.

No general solicitation or advertising in whatever form will or may be employed in the offering

of the securities, except for this Memorandum (including any amendments and supplements

hereto), the exhibits hereto and documents summarized herein, or as provided for under

RWｪ┌ﾉ;デｷﾗﾐ D ﾗa デｴW “WI┌ヴｷデｷWゲ AIデﾗa ヱΓンンく OデｴWヴデｴ;ﾐデｴW Cﾗﾏヮ;ﾐ┞げゲﾏ;ﾐ;ｪWﾏWﾐデがﾐﾗﾗﾐW ｴ;ゲ been authorized to give any information or to make any representation with respect to the

Company or the Units that is not contained in this Memorandum. Prospective investors should

not rely on any information not contained in this Memorandum.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to

anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not

authorized or in which the person making such offer or solicitation is not qualified to do so.

This Memorandum does not constitute an offer if the prospective investor is not qualified under

applicable securities laws.


This offering is made subject to withdrawal, cancellation, or modification by the Company

┘ｷデｴﾗ┌デﾐﾗデｷIW ;ﾐS ゲﾗﾉWﾉ┞ ;デデｴW Cﾗﾏヮ;ﾐ┞げゲ SｷゲIヴWデｷﾗﾐく TｴW Cﾗﾏヮ;ﾐ┞ ヴWゲWヴ┗WゲデｴW ヴｷｪｴデデﾗヴWﾃWIデ any subscription or to allot to any prospective investor less than the number of Units subscribed

for by such prospective investor.

This Memorandum has been prepared solely for the information of the person to whom it has

been delivered by or on behalf of the Company. Distribution of this Memorandum to any

person other than the prospective investor to whom this Memorandum is delivered by the

Company and those persons retained to advise them with respect thereto is unauthorized. Any

reproduction of this Memorandum, in whole or in part, or the divulgence of any of the contents

without the prior written consent of the Company is strictly prohibited. Each prospective

investor, by accepting delivery of this Memorandum, agrees to return it and all other documents

received by them to the Company if the prﾗゲヮWIデｷ┗W ｷﾐ┗Wゲデﾗヴげゲゲ┌HゲIヴｷヮデｷﾗﾐｷゲﾐﾗデ ;IIWヮデWS ﾗヴｷa the Offering is terminated.

By acceptance of this Memorandum, prospective investors recognize and accept the need to

conduct their own thorough investigation and due diligence before considering a purchase of

the Units. The contents of this Memorandum should not be considered to be investment, tax,

or legal advice and each prospective investor should consult with their own counsel and advisors

as to all matters concerning an investment in this Offering.

Jurisdictional (NASAA) Legends

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS

ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED

TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN

AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE,

YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS

MEMORANDUM HAVE NOT BEEN REGISTERED IN ANY STATE OR UNDER ANY OTHER STATE

“ECURITIE“ LAW“ ふCOMMONLY CALLED さBLUE “KYざ LAW“. THESE SECURITIES MUST BE

ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED IN

THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR

AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT

REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A

LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN

OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.


FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF

THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THE

STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OF

ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL,

UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100,

25102, OR 25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO

THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING OBTAINED,

UNLESS THE SALE IS SO EXEMPT.

2. NOTICE TO FLORIDA RESIDENTS ONLY: IF YOU ARE A FLORIDA RESIDENT, YOU ARE

HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT

FROM THE REGISTRATION REQUIREMENTS OF THE FLORIDA SECURITIES ACT. THE SECURITIES

CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION

3. NOTICE TO DELAWARE RESIDENTS ONLY: THE UNITS DESCRIBED HEREIN HAVE NOT

BEEN REGISTERED WITH THE DELAWARE DIVISION OF SECURITIES AND INVESTOR PROTECTION

UNDER THE DELAWARE SECURITIES ACT. THE UNITS REFERRED TO HEREIN WILL BE SOLD TO,

AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID

ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF DELAWARE. IN

ADDITION, ALL OFFEREES WHO ARE DELAWARE RESIDENTS SHOULD BE AWARE THAT SECTION

517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN SALES ARE

MADE TO FIVE OR MORE PERSONS IN [DELAWARE], ANY SALE IN [DELAWARE] MADE PURSUANT

TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER

THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT

OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT

PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE

AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY

COMMUNICATED TO EACH DELAWARE OFFEREE. EACH PERSON ENTITLED TO EXERCISE THE

PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES TO

EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE

COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY

OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER)

OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE

COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCH

LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO

THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS

PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSGTI

THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON

MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST

HAS BEEN RECEIVED.


4. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR

DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOIS

PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO

THE CONTRARY IS UNLAWFUL.

5. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO

PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD

TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER

SECTION 49:3-60(b) OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT

THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE

MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BGTIAU OF SECURITIES

DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BGTIAU OF

SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANY

REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES

TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN

CONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL ADVERTISING OR SOLICITATION AND

COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLY

USED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTING

RELATIONSHIP WITH THE COMPANY. (SEE NRS 90.530.11.)

6. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT AND

YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM,

YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH OR

REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE

AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR

ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS

UNLAWFUL.

7. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWED

BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE

ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE

MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE

COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE UNITS OFFERED

HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A

MARKET IN THE UNITS. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TO

ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TO

QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH

ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILL

EVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL EVER

BE A MARKET THEREFORE.


8. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER

TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY FROM

THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS

ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR

ANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE

ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A

TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2)

BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF

YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO A

PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR

ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972

(70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIME

YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE

AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL

WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS

WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (OR

UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS) INDICATING YOUR

INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED

PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A

LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO DAVIES

CAPITAL MANAGEMENT, LLC THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WAS

MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN

CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL

BE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED

INVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD EXCEED TWENTY

(20%) OF SUCH INVESTOR'S NET WORTH, (EXCLUDING PRINCIPAL RESIDENCE, FURNISHINGS

THEREIN AND PERSONAL AUTOMOBILES). EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TO

SELL THESE SECURITIES FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF

PURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE

COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE

REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. NO

SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12

MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION,

EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE

COMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR

EXEMPTION.


9. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOT

BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANY

PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN

INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY ARE

SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM SUCH

REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIES

ACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE FOLLOWING: A

LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES REPRESENTING SECURITIES

PURCHASED HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN A

WRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUT

REGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM.

10. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HAS

NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT MEMORANDUM AND THE SECURITIES

HAVE NOT BEEN REGISTERED IN RELIANCE UPON THE SECURITIES ACT OF WASHINGTON,

CHAPTER 21.20 RCW, AND THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED

UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS AN

EXEMPTION FROM REGISTRATION IS MADE AVAILABLE.

DURING THE COURSE OF THE OFFERING AND PRIOR TO ANY SALE, EACH OFFEREE OF THE UNITS

AND HIS OR HER PROFESSIONAL ADVISOR(S), IF ANY, ARE INVITED TO ASK QUESTIONS

CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ANY

ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET

FORTH HEREIN. SUCH INFORMATION WILL BE PROVIDED TO THE EXTENT THE COMPANY

POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR

EXPENSE.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND

RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND

CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE

EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT

UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE

INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS

WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR

DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS

MEMORANDUM, PLEASE WRITE OR CALL:

Scott Davies

(225) 421-9704

[email protected]

As of the date of this memorandum this offering is NOT being made to residents of:

MARYLAND, PENNSYLVANIA, NEW YORK, and ALABAMA.

mailto:[email protected]


TABLE OF CONTENT PAGE

Prospectus Summary 10

The Company 10

The Offering 10

Risk Factors 10

Use of Proceeds 10

Membership units Holders 11

Registrar 11

Subscription Period 11

Requirements for Purchasers 11

Other Requirements 11

Forward Looking Information 12

Development Stage Business 12

Inadequacy of Funds 12

Dependence on Management 13

General Economic Conditions 13

Trend in Consumer Preferences 13

Risks of Borrowing 13

Management Discretion as to Use of Proceeds 14

Control by Management 14

Dividend Policy 14

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets 14

Limited Transferability and Liquidity 15

Long Term Nature of Investment 15

No Current Market For Units 15

Compliance with Securities Laws 16

Offering Price 16

Lack of Firm Underwriter 16

Projections: Forward Looking Information 16

Use Of Proceeds 17

Management 18

Management Compensation 18

Principal Unit Holders 18

Litigation 19

Description of Units 19

Transfer Agent and Registrar 20

Plan of Placement 20

How to Subscribe for Units 20

Additional Information 20

List of Exhibits

E┝ｴｷHｷデさAざぎ Subscription Agreement

E┝ｴｷHｷデさBざ: Operating Agreement


Summary of the Offering

The following material is intended to summarize information contained elsewhere in this

LｷﾏｷデWS OaaWヴｷﾐｪ MWﾏﾗヴ;ﾐS┌ﾏふデｴW さMWﾏﾗヴ;ﾐS┌ﾏざぶく Tｴｷゲゲ┌ﾏﾏ;ry is qualified in its entirety

by express reference to this Memorandum and the materials referred to and contained herein.

Each prospective subscriber should carefully review the entire Memorandum and all materials

referred to herein and conduct his or her own due diligence before subscribing for units.

The Company

Davies Capital Management, LLC ふさCﾗﾏヮ;ﾐ┞ざぶが HWｪ;ﾐﾗヮWヴ;デｷﾗﾐゲｷﾐ April 23, 2009, with the

purpose of buying and selling membership units online. TｴW Cﾗﾏヮ;ﾐ┞げゲﾉWｪ;ﾉゲデヴ┌Iデ┌ヴW ┘;ゲ formed as a Limited Liability Company under the laws of the State of Florida on April 23, 2009

Its principal offices are presently located at 9771 Jefferson Highway #76, Baton Rouge, Louisiana

70809. TｴW Cﾗﾏヮ;ﾐ┞げゲデWﾉWヮｴﾗﾐW ﾐ┌mber is (225) 421-9704. The Managing Member/President

of the Company is Scott Davies.

The Offering

The Company is offering up to 100,000,000 Units at a price of $0.01 per Unit. Upon completion

of the Offering 500,000,000 Units will be outstanding. Each purchaser must execute a

Subscription Agreement. This offering allows for an unlimited number of non-accredited

investors.

Risk Factors

“WW さRI“K FACTOR“ざｷﾐデｴｷゲ MWﾏﾗヴ;ﾐS┌ﾏ aﾗヴ IWヴデ;ｷﾐ a;Iデﾗヴゲデｴ;デ Iﾗ┌ﾉS ;S┗WヴゲWﾉ┞ ;aaWIデ ;ﾐ investment in the Units. Those factors include reliance on one main distributor, reliance on

management, and unanticipated obstacles to execution of the Business Plan.

Iﾐ┗WゲデｷﾐｪｷﾐデｴW Cﾗﾏヮ;ﾐ┞げゲ Uﾐｷデゲｷゲ ┗Wヴ┞ ヴｷゲﾆ┞く Yﾗ┌ ゲｴﾗ┌ﾉS HW ;HﾉW デﾗ HW;ヴ ; IﾗﾏヮﾉWデW ﾉﾗゲゲﾗa your investment. You should carefully consider the following factors, among others.

Use of Proceeds

Proceeds from the sale of Units will be used primarily in the purchase of trading options and

ｪWﾐWヴ;ﾉ ;Sﾏｷﾐｷゲデヴ;デｷ┗W W┝ヮWﾐゲWゲﾗa デｴW Cﾗﾏヮ;ﾐ┞く “EE さU“E OF PROCEED“くざ


Membership Unit Holders

Upon the sale of the maximum number of Units from this Offering, the number of issued and

outstanding Units ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲﾏWﾏHWヴゲｴｷヮ ┌ﾐｷデゲ ┘ｷﾉﾉ HW ｴWﾉS ;ゲ aﾗﾉﾉﾗ┘ゲぎ

Maximum

Present Membership Unit Holders 80%

New Membership Unit Holders 20%

Registrar

The Company will serve as its own registrar and transfer agent with respect to its.

Subscription Period

The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects

to terminate, or (b) the date upon which all Units have been sold, or (c) January 14, 2013, or

such date as may be extended from time to time by the Company, but not later than 180 days

デｴWヴW;aデWヴふデｴW さOaaWヴｷﾐｪ PWヴｷﾗSざくぶ

Requirements for Purchasers

Prospective purchasers of the Units offered by this Memorandum should give careful

IﾗﾐゲｷSWヴ;デｷﾗﾐデﾗ IWヴデ;ｷﾐヴｷゲﾆ a;Iデﾗヴゲ SWゲIヴｷHWS ┌ﾐSWヴさRI“K AND OTHER IMPORTANT FACTOR“がざ and especially to the speculative nature of this investment and the limitations described under

that caption with respect to the lack of a readily available market for the Units and the resulting

long term nature of any investment in the Company. This Offering is available to Accredited and

Non-Accredited Investors.

Other Requirements

No subscription for the Units will be accepted from any investor unless he is acquiring the Units

for his own account (or accounts as to which he has sole investment discretion), for investment

and without any view to sale, distribution or disposition thereof. Each prospective purchaser of

Units may be required to furnish such information as the Company may require to determine

whether any person or entity purchasing Units is an Accredited Investor, or select Non-

Accredited Investor who may purchase Units.


Forward Looking Information

Some of the statements contained in this Memorandum, including information incorporated by

reference, discuss future expectations, or state other forward looking information. Those

statements are subject to known and unknown risks, uncertainties and other factors, several of

┘ｴｷIｴ ;ヴW HW┞ﾗﾐS デｴW Cﾗﾏヮ;ﾐ┞げゲ Iﾗﾐデヴﾗﾉデｴ;デ Iﾗ┌ﾉS I;┌ゲW デｴW ;Iデ┌;ﾉヴWゲ┌ﾉデゲデﾗ SｷaaWヴﾏ;デWヴｷ;ﾉﾉ┞ from those contemplated by the statements. The forward looking information is based on

various factors and was derived using numerous assumptions. In light of the risks, assumptions,

and uncertainties involved, there can be no assurance that the forward looking information

contained in this Memorandum will in fact transpire or prove to be accurate.

Important factors that may cause the actual results to differ from those expressed within

include, for example,

the unpredictability of the stock market

the effect of changing economic conditions;

Other risks wｴｷIｴ ;ヴW SWゲIヴｷHWS ┌ﾐSWヴさRI“K FACTOR“ざ ;ﾐS ┘ｴｷIｴﾏ;┞ HW SWゲIヴｷHWS ｷﾐ a┌デ┌ヴW communications to Unit Holders. The Company makes no representation and undertakes no

obligation to update the forward looking information to reflect actual results or changes in

assumptions or other factors that could affect those statements.

Development Stage Business

Davies Capital Management, LLC commenced operations in April 23, 2009 and is organized as a

Limited Liability Company under the laws of the State of Florida. AcIﾗヴSｷﾐｪﾉ┞がデｴW Cﾗﾏヮ;ﾐ┞げゲ membership manager has been trading options aﾗヴゲW┗Wヴ;ﾉ ┞W;ヴゲく TｴW Cﾗﾏヮ;ﾐ┞げゲヮヴﾗヮﾗゲWS operations are subject to all business risks associated with new enterprises. There is a

possibility that the Company could sustain losses in the future. There can be no assurances that

Davies Capital Management, LLC will even operate profitably.

Inadequacy of Funds

Gross offering proceeds of a maximum of $1,000,000 is expected to be realized within the

required time allowed by this offering. Management believes that such proceeds will capitalize

and sustain Davies Capital Management, LLC. sufficiently to allow for option trades. If only a

aヴ;Iデｷﾗﾐﾗa デｴｷゲ OaaWヴｷﾐｪｷゲゲﾗﾉSがﾗヴｷa IWヴデ;ｷﾐ ;ゲゲ┌ﾏヮデｷﾗﾐゲ Iﾗﾐデ;ｷﾐWS ｷﾐ M;ﾐ;ｪWﾏWﾐデげゲ H┌ゲiness

plans prove to be incorrect, the Company may have inadequate funds to fully develop its

business and may need debt financing or other capital investment to fully implement the

Cﾗﾏヮ;ﾐ┞げゲ H┌ゲｷﾐWゲゲヮﾉ;ﾐゲく


Dependence on Management

In the early stages ﾗa SW┗WﾉﾗヮﾏWﾐデデｴW Cﾗﾏヮ;ﾐ┞げゲ H┌ゲｷﾐWゲゲ ┘ｷﾉﾉ HW ゲｷｪﾐｷaｷI;ﾐデﾉ┞ SWヮWﾐSWﾐデﾗﾐ Scott Davies. The loss of this individual could have a material adverse effect on the Company.

“WW さMANAGEMENTくざ

General Economic Conditions

The financial success of the Company may be sensitive to adverse changes in general economic

conditions in the United States, such as recession, inflation, unemployment, and interest rates.

“┌Iｴ Iｴ;ﾐｪｷﾐｪ IﾗﾐSｷデｷﾗﾐゲ Iﾗ┌ﾉS ヴWS┌IW SWﾏ;ﾐS ｷﾐデｴW ﾏ;ヴﾆWデヮﾉ;IW aﾗヴデｴW Cﾗﾏヮ;ﾐ┞げゲヮヴﾗS┌Iデゲく Management believes that the niche products they market and the extensive product line of

Davies Capital Management, LLC will insulate the Company from excessive reduced demand.

Nevertheless, Davies Capital Management, LLC has no control over these changes.

Trend in Consumer Preferences and Spending; Possible Fluctuations in Operating Results

TｴW Cﾗﾏヮ;ﾐ┞げゲﾗヮWヴ;デｷﾐｪヴWゲ┌ﾉデゲﾏ;┞ aﾉ┌Iデ┌;デW ゲｷｪﾐｷaｷI;ﾐデﾉ┞ aヴﾗﾏヮWヴｷﾗS デﾗヮWヴｷﾗS ;ゲ ; ヴWゲ┌ﾉデﾗa a variety of factors, including purchasing patterns of customers, competitive pricing, debt

service and principal reduction payments, and general economic conditions. There is no

assurance that the Company will be successful in marketing any of its products, or that the

revenues from the sale of such products will be significantく CﾗﾐゲWケ┌Wﾐデﾉ┞がデｴW Cﾗﾏヮ;ﾐ┞げゲヴW┗Wﾐ┌Wゲﾏ;┞ ┗;ヴ┞ H┞ ケ┌;ヴデWヴが ;ﾐS デｴW Cﾗﾏヮ;ﾐ┞げゲﾗヮWヴ;デｷﾐｪヴWゲ┌ﾉデゲﾏ;┞ W┝ヮWヴｷWﾐIW fluctuations.

Risks of Borrowing

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the

payment of principal and interest on such indebtedness. Typical loan agreements also might

Iﾗﾐデ;ｷﾐヴWゲデヴｷIデｷ┗W Iﾗ┗Wﾐ;ﾐデゲ ┘ｴｷIｴﾏ;┞ ｷﾏヮ;ｷヴデｴW Cﾗﾏヮ;ﾐ┞げゲﾗヮWヴ;デｷﾐｪ aﾉW┝ｷHｷﾉｷデ┞く “┌Iｴﾉﾗ;ﾐ agreements would also provide for default under certain circumstances, such as failure to meet

certain financial covenants. A default under a loan agreement could result in the loan becoming

immediately due and payable and, if unpaid, a judgment in favor of such lender which would be

senior to the rights of owners of Common Membership units of the Company. A judgment

IヴWSｷデﾗヴ ┘ﾗ┌ﾉS ｴ;┗W デｴW ヴｷｪｴデデﾗ aﾗヴWIﾉﾗゲW ﾗﾐ ;ﾐ┞ ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ ;ゲゲWデゲヴWゲ┌ﾉデｷﾐｪｷﾐ ; ﾏ;デWヴｷ;ﾉ ;S┗WヴゲW WaaWIデﾗﾐデｴW Cﾗﾏヮ;ﾐ┞げゲ H┌ゲｷﾐWゲゲがﾗヮWヴ;デｷﾐｪヴWゲ┌ﾉデゲﾗヴ aｷﾐ;ﾐIｷ;ﾉ IﾗﾐSｷデｷﾗﾐく


Management Discretion as to Use of Proceeds

TｴW ﾐWデヮヴﾗIWWSゲ aヴﾗﾏデｴｷゲ OaaWヴｷﾐｪ ┘ｷﾉﾉ HW ┌ゲWS aﾗヴデｴW ヮ┌ヴヮﾗゲWゲ SWゲIヴｷHWS ┌ﾐSWヴさUゲW ﾗa PヴﾗIWWSゲくざ TｴW Cﾗﾏヮ;ﾐ┞ ヴWゲWヴ┗WゲデｴW ヴｷｪｴデデﾗ ┌ゲW デｴW a┌ﾐSゲﾗHデ;ｷﾐWS aヴﾗﾏデｴｷゲ OaaWヴｷﾐｪ aﾗヴ other similar purposes not presently contemplated which it deems to be in the best interests of

the Company and its Unit Holders in order to address changed circumstances or opportunities.

As a result of the foregoing, the success of the Company will be substantially dependent upon

the discretion and judgment of Management with respect to application and allocation of the

net proceeds of this Offering. Investors for the Common Membership units offered hereby will

HW Wﾐデヴ┌ゲデｷﾐｪデｴWｷヴ a┌ﾐSゲデﾗデｴW Cﾗﾏヮ;ﾐ┞げゲ M;ﾐ;ｪWﾏWﾐデが ┌ヮﾗﾐ ┘ｴﾗゲW ﾃ┌SｪﾏWﾐデ ;ﾐS SｷゲIヴWデｷﾗﾐ the investors must depend.

Control by Management

As of January 14, 2012がデｴW Cﾗﾏヮ;ﾐ┞げゲﾏWﾏHWヴﾏ;ﾐ;ｪWヴﾗ┘ﾐWS ;ヮヮヴﾗ┝ｷﾏ;デWﾉ┞ ヱヰヰХ ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲﾗ┌デゲデ;ﾐSｷﾐｪ Uﾐｷデゲく Uヮﾗﾐ IﾗﾏヮﾉWデｷﾗﾐﾗa デｴｷゲ OaaWヴｷﾐｪがデｴW Cﾗﾏヮ;ﾐ┞げゲﾗaaｷIWヴゲ ;ﾐS directors will own approximately 80% of the issued and outstanding Units, and will be able to

elect all of the directors and continue to control Davies Capital Management, LLC. Investors will

ﾗ┘ﾐ ; ﾏｷﾐﾗヴｷデ┞ ヮWヴIWﾐデ;ｪW ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ Cﾗﾏﾏﾗﾐ MWﾏHWヴゲｴｷヮ ┌ﾐｷデゲ ;ﾐS ┘ｷﾉﾉｴave minority

┗ﾗデｷﾐｪヴｷｪｴデゲく Iﾐ┗Wゲデﾗヴゲ ┘ｷﾉﾉﾐﾗデｴ;┗W デｴW ;Hｷﾉｷデ┞ デﾗ Iﾗﾐデヴﾗﾉ WｷデｴWヴ ; ┗ﾗデW ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ Unit

Holders ﾗヴ Bﾗ;ヴS ﾗa DｷヴWIデﾗヴゲく “WW さPRINCIPAL UNIT HOLDERSざ

Dividend Policy

The Company intends to retain any initial future earnings to fund operations and expand the

Cﾗﾏヮ;ﾐ┞げゲ H┌ゲｷﾐWゲゲく A ｴﾗﾉSWヴﾗa Cﾗﾏﾏﾗﾐ MWﾏHWヴゲｴｷヮ ┌ﾐｷデゲ ┘ｷﾉﾉ HW WﾐデｷデﾉWS デﾗヴWIWｷ┗W dividends only when, as, and if declared by the Board of Directors out of funds legally available

デｴWヴWaﾗヴWく TｴW Cﾗﾏヮ;ﾐ┞げゲ Bﾗ;ヴS ﾗa DｷヴWIデﾗヴゲ ┘ill determine future dividend policy based upon

デｴW Cﾗﾏヮ;ﾐ┞げゲヴWゲ┌ﾉデゲﾗa ﾗヮWヴ;デｷﾗﾐゲが aｷﾐ;ﾐIｷ;ﾉ IﾗﾐSｷデｷﾗﾐが I;ヮｷデ;ﾉヴWケ┌ｷヴWﾏWﾐデゲが ;ﾐS ﾗデｴWヴ IｷヴI┌ﾏゲデ;ﾐIWゲく “WW さDE“CRIPTION OF “ECURITIE“ - COMMON MEMBERSHIP UNITS - DIVIDEND

POLICYくざ

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect proprietary technology and

processes which the Company has developed or may develop in the future. There can be no

assurances that secrecy obligations will be honored or that others will not independently

develop similar or superior technology. The protection of proprietary technology through claims

of trade secret status has been the subject of increasing claims and litigation by various

companies both in order to protect proprietary rights as well as for competitive reasons even

where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the

defense of such claims is costly and uncertain given the uncertainty and rapid development of


the principles of law pertaining to this area. The Company, in common with other firms, may

also be subject to claims by other parties with regard to the use of technology information and

data which may be deemed proprietary to others.

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act,

and to conform with applicable state securities laws, each investor must acquire his Units for

investment purposes only and not with a view towards distribution. Consequently, certain

conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other

disposition of the Units. Some of these conditions may include a minimum holding period,

availability of certain reports, including financial statements from Davies Capital Management,

LLC, limitations on the percentage of Units sold and the manner in which they are sold. Davies

Capital Management, LLC can prohibit any sale, transfer or disposition unless it receives an

ﾗヮｷﾐｷﾗﾐﾗa Iﾗ┌ﾐゲWﾉヮヴﾗ┗ｷSWS ;デデｴW ｴﾗﾉSWヴげゲ W┝ヮWﾐゲWがｷﾐ ; aﾗヴﾏゲ;デｷゲa;Iデﾗヴ┞ デﾗ Davies Capital

Management, LLC, stating that the proposed sale, transfer or other disposition will not result in

a violation of applicable federal or state securities laws and regulations. No public market exists

for the Units and no market is expected to develop. Consequently, owners of the Units may

have to hold their investment indefinitely and may not be able to liquidate their investments in

Davies Capital Management, LLC or pledge them as collateral for a loan in the event of an

emergency.

Long Term Nature of Investment

An investment in the Units may be long term and illiquid. As discussed above, the offer and sale

of the Units will not be registered under the Securities Act or any foreign or state securities laws

by reason of exemptions from such registration which depends in part on the investment intent

of the investors. Prospective investors will be required to represent in writing that they are

purchasing the Units for their own account for long-term investment and not with a view

towards resale or distribution. Accordingly, purchasers of Units must be willing and able to bear

the economic risk of their investment for an indefinite period of time. It is likely that investors

will not be able to liquidate their investment in the event of an emergency.

No Current Market for Units

There is no current market for the Units offered in this private Offering and no market is

expected to develop in the near future.


Compliance with Securities Laws

The Units are being offered for sale in reliance upon certain exemptions from the registration

requirements of the Securities Act, applicable Florida Securities Laws, and other applicable state

securities laws. If the sale of Units were to fail to qualify for these exemptions, purchasers may

seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission,

Davies Capital Management, LLC would face significant financial demands which could adversely

affect Davies Capital Management, LLC as a whole, as well as any non-rescinding purchasers.

Offering Price

The price of the Units offered has been arbitrarily established by Davies Capital Management,

LLC, consiSWヴｷﾐｪゲ┌Iｴﾏ;デデWヴゲ ;ゲデｴW ゲデ;デW ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ H┌ゲｷﾐWゲゲ SW┗WﾉﾗヮﾏWﾐデ ;ﾐS デｴW general condition of the industry in which it operates. The Offering price bears little relationship

to the assets, net worth, or any other objective criteria of value applicable to Davies Capital

Management, LLC

Lack of Firm Underwriter

The Units ;ヴW ﾗaaWヴWS ﾗﾐ ; さHWゲデ Waaﾗヴデゲざ H;ゲｷゲ H┞ デｴW ﾗaaｷIWヴゲ ;ﾐS SｷヴWIデﾗヴゲﾗa Davies Capital

Management, LLC ┘ｷデｴﾗ┌デ IﾗﾏヮWﾐゲ;デｷﾗﾐ ;ﾐS ﾗﾐ ; さHWゲデ Waaﾗヴデゲざ H;ゲｷゲデｴヴﾗ┌ｪｴ IWヴデ;ｷﾐ FINRA registered broker-dealers which enter into Participating Broker-Dealer Agreements with the

Company. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer,

will sell the maximum Units offered or any lesser amount.

Projections: Forward Looking Information

Management has prepared projections regarding Davies Capital Management, LLC anticipated

aｷﾐ;ﾐIｷ;ﾉヮWヴaﾗヴﾏ;ﾐIWく TｴW Cﾗﾏヮ;ﾐ┞げゲヮヴﾗﾃWIデｷﾗﾐゲ ;ヴW ｴ┞ヮﾗデｴWデｷI;ﾉ ;ﾐS H;ゲWS ┌ヮﾗﾐデｴW historical financial performance of the Company, the addition of a sophisticated and well funded

marketing plan, and other factors influencing the business of Davies Capital Management, LLC

TｴW ヮヴﾗﾃWIデｷﾗﾐゲ ;ヴW H;ゲWS ﾗﾐ M;ﾐ;ｪWﾏWﾐデげゲ HWゲデ Wゲデｷﾏ;デW ﾗa デｴW ヮヴﾗH;HﾉW ヴWゲ┌ﾉデゲﾗa ﾗヮWヴ;デｷﾗﾐゲ of the Company, based on present circumstances, and have not been reviewed by Davies Capital

Management, LLC independent accountants. These projections are based on several

assumptions, set forth therein, which Management believes are reasonable. Some assumptions,

upon which the projections are based, however, invariably will not materialize due the

ｷﾐW┗ｷデ;HﾉW ﾗII┌ヴヴWﾐIW ﾗa ┌ﾐ;ﾐデｷIｷヮ;デWS W┗Wﾐデゲ ;ﾐS IｷヴI┌ﾏゲデ;ﾐIWゲ HW┞ﾗﾐS M;ﾐ;ｪWﾏWﾐデげゲ control. Therefore, actual results of operations will vary from the projections, and such

variances may be material. Assumptions regarding future changes in sales and revenues are

necessarily speculative in nature. In addition, projections do not and cannot take into account

such factors as general economic conditions, unforeseen regulatory changes, the entry into


Davies Capital Management, LLC market of additional competitors, the terms and conditions of

a┌デ┌ヴW I;ヮｷデ;ﾉｷ┣;デｷﾗﾐが ;ﾐS ﾗデｴWヴヴｷゲﾆゲｷﾐｴWヴWﾐデデﾗデｴW Cﾗﾏヮ;ﾐ┞げゲ H┌ゲｷﾐWゲゲく WｴｷﾉW M;ﾐ;ｪWﾏWﾐデ believes that the projections accurately reflect possible future results of Davies Capital

Management, LLC operations, those results cannot be guaranteed.

Use of Proceeds

The Company seeks to raise gross proceeds of $1,000,000 from the sale of Units in this Offering.

The Company intends to apply these proceeds substantially as set forth herein, subject only to

reallocation by Management in the best interests of the Company.

Sources

Maximum

Amount

Percent of

Proceeds

Percent of

Proceeds

Proceeds From

Sale of Units

$1,000,000 100% 100%

Application of Proceeds

Offering Expenses (1) $10,000 1%

Commissions (2) $100,000 10%

Total Offering

Expenses & Fees

$110,000 11%

Net Offering Proceeds $890,000 89%

Amount Available for

Trading

$890,000

Total Application of

Proceeds

$1,000,000 100%

Footnotes:

(1) Includes estimated memorandum preparation, filing, printing, legal, accounting and other

fees and expenses related to the Offering

(2) This Offering is being sold by the officers and directors of the Company, who will not receive

any compensation for their efforts. No sales fees or commissions will be paid to such officers or

directors. Units may be sold by registered broker or dealers who are members of FINRA and

who enter into a Participating Dealer Agreement with the Company. Such brokers or dealers

may receive commissions up to ten percent (10%) of the price of the Units sold.


Management

Principals of the Company

At the present time, one individual is actively involved in the management of the Company.

Scott Davies

Scott Davies, Managing Member

Even with adverse conditions associated with trading in the stock market, Scott Davies has

proven his marketing trading strategies are highly successful, with increases in excess of 80%

over the past 12 months. Scott has a keen understanding of various methodologies and

practices of trading and uses them daily. He has successfully studied and selected stocks that

HWﾐWaｷデデｴW Cﾗﾏヮ;ﾐ┞げゲヮﾗヴデaﾗﾉｷﾗ.

Scott Davies established Davies Capital Management, LLC in April of 2009 for the purposes of

trading stock options with various associates supporting and backing his trades. Scott is sought

after for guidance and advice concerning his own trading style, which has proven profitable over

the years.

Management Compensation

There is no accrued compensation that is due any member of Management. No directors who

;ヴW ﾏWﾏHWヴゲﾗa M;ﾐ;ｪWﾏWﾐデ ┘ｷﾉﾉヴWIWｷ┗W ;ﾐ┞ SｷヴWIデﾗヴげゲ aWWゲく E;Iｴ SｷヴWIデﾗヴ ┘ｷﾉﾉ HW WﾐデｷデﾉWS デﾗ reimbursement of expenses incurred while conducting Company business. Each director may

also be a Unit Holder in the Company and as such will share in the profits of the Company when

and if dividends are paid. The Managing Member may receive a management fee to be

established by the Board of Directors. Management reserves the right to reasonably increase

salaries assuming the business is performing profitably and Company revenues are growing on

schedule.

Principal Unit Holders

The following table contains certain information as of January 15, 2012 as to the number of

Units of Common Membership units beneficially owned by (i) each person known by the

Cﾗﾏヮ;ﾐ┞ デﾗﾗ┘ﾐ HWﾐWaｷIｷ;ﾉﾉ┞ ﾏﾗヴW デｴ;ﾐヵХ ﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ MWﾏHWヴゲｴｷヮ ┌ﾐｷデゲがふｷｷぶ W;Iｴ person who is a Director of the Company, (iii) all persons as a group who are Directors and

Officers of the Company, and as to the percentage of the outstanding Units held by them on

such dates and as adjusted to give effect to this Offering.


Name and Position Units Percentage

Scott Davies, Manager 400,000,000 80%

Litigation

The Company is not presently a party to any material litigation, nor to the knowledge of

Management is any litigation threatened against the Company which may materially affect the

business of the Company or its assets.

Description of Units

The Units offered hereby are 100,000,000 Units, $0.0001 ヮ;ヴ ┗;ﾉ┌Wく TｴW Cﾗﾏヮ;ﾐ┞げゲ ;┌デｴﾗヴｷ┣WS capital consists of 500,000,000 Units with par value $0.0001. 400,000,000 Units are currently

issued and outstanding.

The Units are equal in all respects, and upon completion of the Offering, the Units will comprise

the only class of capital Units that the Company will have issued and outstanding upon close of

the Offering.

Each Unit Holder is entitled to one vote for each unit held on each matter submitted to a vote of

the Unit Holders.

Units are not redeemable and do not have conversion rights. The Units currently outstanding

are, and the Units to be issued upon completion of this Offering will be, fully paid and non-

assessable.

In the event of the dissolution, liquidation or winding up of the Company, the assets then legally

;┗;ｷﾉ;HﾉW aﾗヴ SｷゲデヴｷH┌デｷﾗﾐデﾗデｴW ｴﾗﾉSWヴゲﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ Units will be distributed ratably

among such holders in proportion to their unit holdings.

Unit Holders are only entitled to dividends when, as and if declared by the Managing Members

out of funds legally available therefore. The Company has never paid any such dividends.

Future dividend policy is subject to the discretion of the Board of Directors and will depend

upon a number of factors, including among other things, the capital requirements and the

financial condition of the Company.


Transfer Agent and Registrar

The Company will act as its own transfer agent and registrar for its Units.

Plan of Placement

The Units are offered directly by officers and directors of the Company on the terms and

conditions set forth in this Memorandum. Units may also be offered by FINRA brokers and

dealers. The Company is offering the Units ﾗﾐ ; さHWゲデ Waaﾗヴデゲざ H;ゲｷゲく TｴW Cﾗﾏヮ;ﾐ┞ ┘ｷﾉﾉ ┌ゲW ｷデゲ best efforts to sell the Units to investors. There can be no assurance that all or any of the Units

offered will be sold.

How to Subscribe for Units

A purchaser of Units must complete, date, execute, and deliver to the Company the following

documents, as applicable, all of which are included in Part C:

1. An original signed copy of the appropriate Subscription Agreement; and

ヲく A IｴWIﾆヮ;┞;HﾉW デﾗさDavies Capital Management, LLCざｷﾐデｴW ;ﾏﾗ┌nt of $0.01 per Unit for

each Unit purchased as called for in the Subscription Agreement (minimum purchase 1,000,000

Units or $10,000).

Purchasers of Units will receive an Investor Subscription Package containing an Investor

Suitability Questionnaire and two copies of the Subscription Agreement.

Subscriber may not withdraw subscriptions that are tendered to the Company (Nevada and

Pennsylvania Residents See NASAA Legend in the front of this Memorandum for important

information).

Additional Information

Each prospective investor may ask questions and receive answers concerning the terms and

conditions of this offering and obtain any additional information which the Company possesses,

or can acquire without unreasonable effort or expense, to verify the accuracy of the information

provided in this Memorandum. The principal executive offices of the Company are located at:

Davies Capital Management, LLC

9771 Jefferson Highway #76

Baton Rouge, Louisiana 70809

[email protected]

(225 ) 421-9704

mailto:[email protected]


EXHIBIT A

Subscription Agreement



Gentlemen:

Yﾗ┌ ｴ;┗W ｷﾐaﾗヴﾏWS デｴW ┌ﾐSWヴゲｷｪﾐWS ふデｴW さP┌ヴIｴ;ゲWヴざぶデｴat Davies Capital Management, LLC a

FﾉﾗヴｷS; LｷﾏｷデWS ﾉｷ;Hｷﾉｷデ┞ Iﾗﾏヮ;ﾐ┞がふデｴW さCﾗﾏヮ;ﾐ┞ざぶ wishes to raise a maximum of One Million

Dollars ($1,000,000) from various persons by selling up to 100がヰヰヰがヰヰヰ Uﾐｷデゲﾗa デｴW Cﾗﾏヮ;ﾐ┞げゲ Common Membership units, $0.0001 par value (デｴW さUﾐｷデゲざぶが ;デ ; ヮヴｷIW ﾗa One Cent ($0.01) per

Unit.

I have received, read, and understand the Limited Offering Memorandum dated January 15,

2012 ふデｴW さMWﾏﾗヴ;ﾐS┌ﾏざぶく I a┌ヴデｴWヴ ┌ﾐSWヴゲデ;ﾐS デｴ;t my rights and responsibilities as a

Purchaser will be governed by the terms and conditions of this Subscription Agreement, the

MWﾏﾗヴ;ﾐS┌ﾏ ;ﾐS デｴW UﾐｷデゲふデｴW さUﾐｷデ DﾗI┌ﾏWﾐデゲざぶく I ┌ﾐSWヴゲデ;ﾐS デｴ;デ ┞ﾗ┌ ┘ｷﾉﾉヴWﾉ┞ ﾗﾐデｴW following information to confirm that I ;ﾏ ; さPヴｷ┗;デW Iﾐ┗Wゲデﾗヴざが ;ﾐS デｴ;デ I ┘ｷﾉﾉ HW ;ﾉﾉﾗ┘WS デﾗ purchase Units in this Offering (subject to Company approval).

This Subscription Agreement is one of a number of such subscriptions for Units. By signing this

Subscription Agreement, I offer to purchase and subscribe from the Company the number of

Units set forth below on the terms specified herein. The Company reserves the right, in its

complete discretion, to reject any subscription offer or to reduce the number of Units allotted to

me for purchase. If this offer is accepted, the Company will execute a copy of this Subscription

Agreement and return it to me. I understand that commencing on the date of this

Memorandum all funds received by the Company in full payment of subscriptions for Units will

be not be deposited in an escrow account and will become immediately available for use by the

Company. The Company has not set a minimum offering proceeds figure for this Offering.

1. Representations and Warranties. I represent and warrant to the Company that:

(a (i) have adequate means of providing for my current needs and possible contingencies and I

have no need for liquidity of my investment in the Units, (ii) can bear the economic risk of losing

the entire amount of my investment in Units, and (iii) have such knowledge and experience that

I am capable of evaluating the relative risks and merits of this investment; (iv) the purchase of

Units is consistent, in both nature and amount, with my overall investment program and

financial condition.

The address set forth below is my true and correct residence, and I have no intention of

becoming a resident of any other state or jurisdiction.

______________

P┌ヴIｴ;ゲWヴげゲ Iﾐｷデｷ;ﾉゲ


I ｴ;┗W ﾐﾗデ ┌デｷﾉｷ┣WS デｴW ゲWヴ┗ｷIWゲﾗa ; さP┌ヴIｴ;ゲWヴ RWヮヴWゲWﾐデ;デｷ┗Wざふ;ゲ SWaｷﾐWS ｷﾐ RWｪ┌ﾉ;デｷﾗﾐ D promulgated under the Securities Act) because I am a sophisticated, experienced investor,

capable of determining and understanding the risks and merits of this investment.

(b) I have received and read, and am familiar with the Unit Documents, including the

Memorandum and the forms of certificate for Units. All documents, records and books

pertaining to the Company and the Units requested by me, including all pertinent records of the

Company, financial and otherwise, have been made available or delivered to me.

(c) I have had the opportunity to ask questions of and receive answers from the CompanyげゲﾗaaｷIWヴゲ ;ﾐS ヴWヮヴWゲWﾐデ;デｷ┗Wゲ IﾗﾐIWヴﾐｷﾐｪデｴW Cﾗﾏヮ;ﾐ┞げゲ ;aa;ｷヴゲｪWﾐWヴ;ﾉﾉ┞ ;ﾐS デｴW デWヴﾏゲ ;ﾐS conditions of my proposed investment in the Units.

(d) I understand the risks implicit in the business of the Company. Among other things, I

understand that there can be no assurance that the Company will be successful in obtaining the

funds necessary for its success. If only a fraction of the maximum amount of the Offering is

raised, the Company may not be able to expand as rapidly as anticipated, and proceeds from

デｴｷゲ OaaWヴｷﾐｪﾏ;┞ ﾐﾗデ HW ゲ┌aaｷIｷWﾐデ aﾗヴデｴW Cﾗﾏヮ;ﾐ┞げゲﾉﾗﾐｪデWヴﾏﾐWWSゲく

(e) Other than as set forth in the Memorandum, no person or entity has made any

representation or warranty whatsoever with respect to any matter or thing concerning the

Company and this Offering and I am purchasing the Units based solely upon my own

investigation and evaluation.

(f) I understand that no Units have been registered under the Securities Act, nor have they

been registered pursuant to the provisions of the securities or other laws of applicable

jurisdictions.

(g) The Units for which I subscribe are being acquired solely for my own account, for

investment and are not being purchased with a view to or for their resale or distribution. In

order to induce the Company to sell Units to me, the Company will have no obligation to

recognize the ownership, beneficial or otherwise, of the Units by anyone but me.


(i) I am aware of the following:

I. The Units are a speculative investment which involves a high degree of risk; and

_____________


II. My investment in the Units is not readily transferable; it may not be possible for me

to liquidate my investment.

III. The financial statements of the Company have merely been compiled, and have not

been reviewed or audited.

IV. There are substantial restrictions on the transferability of the Units registered under

the Securities Act; and

V. No federal or state agency has made any finding or determination as to the fairness

of the Units for public investment nor any recommendation or endorsement of the

Units ;

(j) Except as set forth in the Memorandum, none of the following information has ever

been represented, guaranteed, or warranted to me expressly or by implication, by any broker,

the Company, or agents or employees of the foregoing, or by any other person:

I. The appropriate or exact length of time that I will be required to hold the Units ;

II. The percentage of profit and/or amount or type of consideration, profit, or loss

to be realized, if any, as a result of an investment in the Units ; or

III. That the past performance or experience of the Company, or associates, agents,

affiliates, or employees of the Company or any other person, will in any way

indicate or predict economic results in connection with the purchase of Units ;

IV. The amount of dividends or distributions that the Company will make;

(k) I have not distributed the Memorandum to anyone, no other person has used the

Memorandum, and I have made no copies of the Memorandum; and


(l) I hereby agree to indemnify and hold harmless the Company, its officers, directors, and

representatives from and against any and all liability, damage, cost or expense, including

reasonable attorneys fees, incurred on account of or arising out of:

I. Any inaccuracy in the declarations, representations, and warranties set forth

above;

______________


II. The disposition of any of the Units by me which is contrary to the foregoing

declarations, representations, and warranties; and

III. Any action, suit or proceeding based upon (1) the claim that said declarations,

representations, or warranties were inaccurate or misleading or otherwise

cause for obtaining damages or redress from the Company; or (2) the

disposition of any of the units.

(m) By entering into this Subscription Agreement, I acknowledge that the Company is relying

on the truth and accuracy of my representations.

The foregoing representation and warranties are true and accurate as of the date hereof, shall

be true and accurate as of the date of the delivery of the funds to the Company and shall survive

such delivery. If, in any respect, such representations and warranties are not true and accurate

prior to delivery of the funds, I will give written notice of the fact to the Company, specifying

which representations and warranties are not true and accurate and the reasons therefore.

3. Transferability. I understand that I may sell or otherwise transfer my Units only if

registered under the Securities Act or I provide the Company with an opinion of counsel

acceptable to the Company to the effect that such sale or other transfer may be made

in absence of registration under the Securities Act. I have no right to cause the Company to

register the Units. Any certificates or other documents representing my Units will contain a

restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Units.

4. Indemnification. I understand the meaning and legal consequences of the

representations and warranties contained in Paragraph 2 hereof, and I will indemnify and hold

harmless the Company, its officers, directors, and representatives involved in the offer or sale of

the Units to me, as well as each of the managers and representatives, employees and agents

and other controlling persons of each of them, from and against any and all loss, damage or


liability due to or arising out of a breach of any representation or warranty of mine contained in

this Subscription Agreement.

5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any

agreement made by me hereunder and this Subscription Agreement shall survive my death or

disability.

______________


6. 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, no party shall

have any rights against any other party hereunder, and the Company shall promptly return to

me the funds delivered with this Subscription Agreement.

7. Miscellaneous.

(a) This Subscription Agreement shall be governed by and construed in accordance with

the substantive law of the State of Florida.

(b) This Subscription Agreement constitutes the entire agreement between the parties

hereto with respect to the subject matter hereof and may be amended only in writing

and executed by all parties.

8. Ownership Information. Please print here the total number of Units to be purchased,

and the exact name(s) in which the Units will be registered.

Total Units: ________________________________ Amount $ _________________________

Name(s):_____________________________________________________________

_____ Single Person

_____ Husband and Wife, as community property

_____ Joint Tenants (with right of survivorship)

_____ Tenants in Common

_____ A Married Person as separate property

_____ Corporation or other organization


_____ A Partnership

_____ Trust

_____ IRA

_____ Tax-Qualified Retirement Plan

(i) Trustee(s)/ Custodian_________________________________________

(ii) Trust Date_________________________________________________

(iii) Name of Trust_____________________________________________

(iv) For the Benefit of___________________________________________

_____ Other:________________________________________________________

(Please explain)

______________


Social Security or Tax I.D. #:____________________________________________

Residence Address:

_____________________________________________________________________

Street Address

_____________________________________________________________________

City State Zip

Mailing Address: (Complete only if different from residence)

_____________________________________________________________________

Street Address (If P.O. Box, include address for surface delivery if different than

residence)

_____________________________________________________________________

City State Zip

Phone Numbers

Home: (_______) ___________________

Business: (_______) ___________________


Facsimile: (_______) ___________________

9. Date and Signatures Dated ______________________________, 2012.

Signatures Purchaser Name (Print)

________________________________ _________________________________

________________________________ _________________________________

(Each co-owner or joint owner must sign.)

(N;ﾏWゲﾏ┌ゲデ HW ゲｷｪﾐWS W┝;Iデﾉ┞ ;ゲﾉｷゲデWS ┌ﾐSWヴさP┌ヴIｴ;ゲWヴ N;ﾏWざぶ

ACCEPTED:


By: ________________________________ Dated: ______________________, 2012

Scott Davies

Managing Member


E┝ｴｷHｷデさBざ Operating Agreement


LIMITED LIABILITY COMPANY OPERATING AGREEMENT


A Member-Managed Limited Liability Company

OPERATING AGREEMENT

THIS OPERATING AGREEMENT is made and entered into effective, April 23rd 2009 by and among: Scott Davies (collectively referred to in this agreement as the "Members").

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation. Effective, April 23rd, 2009, the Members form a limited liability company under the name Davies Capital Management, L.L.C. (the "Company") on the terms and conditions in this Operating Agreement (the "Agreement") and pursuant to the Limited Liability Company Act of the State of Florida (the "Act"). The Members agree to file with the appropriate agency within the State of Florida charged with processing and maintaining such records all documentation required for the formation of the Company. The rights and obligations of the parties are as provided in the Act, except as otherwise expressly provided in this Agreement.

1.2 Name. The business of the Company will be conducted under the name Davies Capital Management, L.L.C., or such other name upon which the Members may unanimously may agree.


1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the State of Florida.

1.4 Office. The Company will maintain its principal business office within the State of Louisiana at the following address: 9771 Jefferson Highway #76 Baton Rouge, Louisiana 70809.

1.5 Registered Agent. United States Corporation Agents, Inc. is the Company's initial registered agent in the State of Florida, and the registered office is 13302 Winding Oaks Blvd. Suite A-100 Tampa, Florida 33612.

1.6 Term. The term of the Company commences on April 23rd 2009 and shall continue perpetually unless sooner terminated as provided in this Agreement.

1.7 Names and Addresses of Members. The Members' names and addresses are attached as Schedule 1 to this Agreement.

1.8 Admission of Additional Members. Except, as otherwise expressly provided in this Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.

SECTION 2

CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

2.2 Additional Contributions. No Member shall be obligated to make any additional contribution to the Company's capital without the prior unanimous written consent of the Members.


2.3 No Interest on Capital Contributions. Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement.

SECTION 3

ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS

3.1 Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

3.2 Distributions. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d).

3.3 No Right to Demand Return of Capital. No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the Company.

SECTION 4

INDEMNIFICATION

The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the


right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

SECTION 5

POWERS AND DUTIES OF MANAGERS

5.1 Management of Company.

5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.

5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members.

5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

5.2 Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise


expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

5.3 Withdrawal by a Member. A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

SECTION 6

SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

6.1 Organization Expenses. All expenses incurred in connection with organization of the Company will be paid by the Company.

6.2 Salary. No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a Majority of the Members.

6.3 Legal and Accounting Services. The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business.

SECTION 7

BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS,

FISCAL YEAR, BANKING

7.1 Method of Accounting. The Company will use the method of accounting previously determined by the Members for financial reporting and tax purposes.

7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company is the calendar year.

7.3 Capital Accounts. The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles.


7.4 Banking. All funds of the Company will be deposited in a separate bank account or in an account or accounts of a savings and loan association in the name of the Company as determined by a Majority of the Members. Company funds will be invested or deposited with an institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States government.

SECTION 8

TRANSFER OF MEMBERSHIP INTEREST

8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the Company without the prior written consent of a majority of the other non-transferring Members determined on a per capita basis.

8.2 Right of First Refusal. Notwithstanding Section 8.1, a Member may transfer all or any part of the Member's interest in the Company (the "Interest") as follows:

8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer").

8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest.

8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30-day notice period.

8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following


receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not closed within six months after the expiration of the 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed.

8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the other Members of the Company in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the Company as a limited liability company.

8.3 Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:

(1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and

(2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.

8.4 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5, the successor in interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3.


8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company, the transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the Ownership Interests of the remaining Members, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member.

8.5 Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Members covenant and agree that on the death of any Member, the Company, at its option, by providing written notice to the estate of the deceased Member within 180 days of the death of the Member, may purchase, acquire, and redeem the Interest of the deceased Member in the Company pursuant to the provision of Section 8.5.

8.5.1 The value of each Member's Interest in the Company will be determined on the date this Agreement is signed, and the value will be endorsed on Schedule 3 attached and made a part of this Agreement. The value of each Member's Interest will be re-determined unanimously by the Members annually, unless the Members unanimously decide to re-determine those values more frequently. The Members will use their best efforts to endorse those values on Schedule 3. The purchase price for a decedent Member's interest conclusively is the value last determined before the death of such Member; provided, however, that if the latest valuation is more than two years before the death of the deceased Member, the provisions of Section 8.5.2 will apply in determining the value of the Member's Interest in the Company.

8.5.2 If the Members have failed to value the deceased Member's Interest within the prior two-year period, the value of each Member's Interest in the Company on the date of death, in the first instance, will be determined by mutual agreement of the surviving Members and the personal representative of the estate of the deceased Member. If the parties cannot reach an agreement on the value within 30 days after the appointment of the personal representative of the deceased Member, then the surviving Members and the personal representative each must select a qualified appraiser within the next succeeding 30 days. The appraisers so selected must attempt to determine the value of the Company Interest owned by the decedent at the time of death based solely on their appraisal of the total value of the Company's assets and the amount the decedent would have received had the assets of the Company been sold at that time for an amount equal to their fair market value and the proceeds (after payment of all Company obligations) were distributed in the manner contemplated in Section 8. The appraisal may not consider and discount for the sale of a minority Interest in the Company. In the event the appraisers cannot agree on the value within 30 days after being selected, the two appraisers must, within 30 days, select


a third appraiser. The value of the Interest of the decedent in the Company and the purchase price of it will be the average of the two appraisals nearest in amount to one another. That amount will be final and binding on all parties and their respective successors, assigns, and representatives. The costs and expenses of the third appraiser and any costs and expenses of the appraiser retained but not paid for by the estate of the deceased Member will be offset against the purchase price paid for the deceased Member's Interest in the Company.

8.5.3 Closing of the sale of the deceased Member's Interest in the Company will be held at the office of the Company on a date designated by the Company, not be later than 90 days after agreement with the personal representative of the deceased Member's estate on the fair market value of the deceased Member's Interest in the Company; provided, however, that if the purchase price are determined by appraisals as set forth in Section 8.5.2, the closing will be 30 days after the final appraisal and purchase price are determined. If no personal representative has been appointed within 60 days after the deceased Member's death, the surviving Members have the right to apply for and have a personal representative appointed.

8.5.4 At closing, the Company will pay the purchase price for the deceased Member's Interest in the Company. If the purchase price is less than $1,000.00, the purchase price will be paid in cash; if the purchase price is $1,000.00 or more, the purchase price will be paid as follows:

(1) $1,000.00 in cash, bank cashier's check, or certified funds;

(2) The balance of the purchase price by the Company executing and delivering its promissory note for the balance, with interest at the prime interest rate stated by primary banking institution utilized by the Company, its successors and assigns, at the time of the deceased Member's death. Interest will be payable monthly, with the principal sum being due and payable in three equal annual installments. The promissory note will be unsecured and will contain provisions that the principal sum may be paid in whole or in part at any time, without penalty.

8.5.5 At the closing, the deceased Member's estate or personal representative must assign to the Company all of the deceased Member's Interest in the Company free and clear of all liens, claims, and encumbrances, and, at the request of the Company, the estate or personal representative must execute all other instruments as may reasonably be necessary to vest in the Company all of the deceased Member's right, title, and interest in the Company and its assets. If either the Company or the deceased Member's estate or personal representative fails or refuses to execute any instrument required by this Agreement, the other party is hereby granted the irrevocable power of attorney which, it


is agreed, is coupled with an interest, to execute and deliver on behalf of the failing or refusing party all instruments required to be executed and delivered by the failing or refusing party.

8.5.6 On completion of the purchase of the deceased Member's Interest in the Company, the Ownership Interests of the remaining Members will increase proportionately to their then-existing Ownership Interests.

SECTION 9

DISSOLUTION AND WINDING UP OF THE COMPANY

9.1 Dissolution. The Company will be dissolved on the happening of any of the following events:

9.1.1 Sale, transfer, or other disposition of all or substantially all of the property of the Company;

9.1.2 The agreement of all of the Members;

9.1.3 By operation of law; or

9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

9.2 Winding Up. On the dissolution of the Company (if the Company is not continued), the Members must take full account of the Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent with obtaining their fair value, and the proceeds, to the extent sufficient to pay the Company's obligations with respect to the liquidation, will be applied and distributed, after any gain or loss realized in connection with the liquidation has been allocated in accordance with Section 3 of this Agreement,


and the Members' Capital Accounts have been adjusted to reflect the allocation and all other transactions through the date of the distribution, in the following order:

9.2.1 To payment and discharge of the expenses of liquidation and of all the Company's debts and liabilities to persons or organizations other than Members;

9.2.2 To the payment and discharge of any Company debts and liabilities owed to Members; and

9.2.3 To Members in the amount of their respective adjusted Capital Account balances on the date of distribution; provided, however, that any then-outstanding Default Advances (with interest and costs of collection) first must be repaid from distributions otherwise allocable to the Defaulting Member pursuant to Section 9.2.3.

SECTION 10

GENERAL PROVISIONS

10.1 Amendments. Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Members.

10.2 Governing Law. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Florida (without regard to principles of conflicts of law).

10.3 Entire Agreement; Modification. This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the members other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Member unless in writing and signed by all the Members.


10.4 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided.

10.5 Further Effect. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.

10.6 Severability. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement.

10.7 Captions. The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.

10.8 Notices. All notices required to be given by this Agreement will be in writing and will be effective when actually delivered or, if mailed, when deposited as certified mail, postage prepaid, directed to the addresses first shown above for each Member or to such other address as a Member may specify by notice given in conformance with these provisions to the other Members.

IN WITNESS WHEREOF, the parties to this Agreement execute this Operating Agreement as of the date and year first above written.


MEMBERS:

Scott Davies Scott Davies

Printed/Typed Name Signature

____________________________ ________________________________


____________________________ ________________________________


____________________________ ________________________________


____________________________ ________________________________


____________________________ ________________________________


Listing of Members - Schedule 1



FOR: Davies Capital Management, L.L.C.

LISTING OF MEMBERS

As of the 23rd day of April, 2009, the following is a list of Members of the Company:

NAME: ADDRESS:

Scott Davies 9771 Jefferson Highway #76

Baton Rouge, Louisiana 70809

__________________________ _________________________________

_________________________________

_________________________________

__________________________ _________________________________

_________________________________

_________________________________

__________________________ __________________________________

__________________________________

__________________________________


Authorized by Member(s) to provide Member Listing as of this 23rd day of April, 2009.



___________________________ ________________________________


___________________________ ________________________________


___________________________ ________________________________


___________________________ ________________________________


___________________________ ________________________________



Listing of Capital Contributions - Schedule 2



CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be $50,000.00. The description and each individual portion of this initial contribution is as follows:

NAME: CONTRIBUTION: % OWNERSHIP:

Scott Davies $50,000.00 100%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%

___________________________ $______________ ____________%


___________________________ $______________ ____________%

SIGNED AND AGREED this 23rd day of April, 2009.



___________________________ __________________________


___________________________ __________________________


___________________________ __________________________


___________________________ __________________________


___________________________ __________________________



Listing of Valuation of Members Interest - Schedule 3



VALUATION OF MEMBERS INTEREST

Pursuant to ARTICLE 8, the value of each Member's interest in the Company is endorsed as follows:

NAME: VALUATION ENDORSEMENT

Scott Davies $0.0001 ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________ ___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________ ___________________________ $______________ ____________________

___________________________ $______________ ____________________

___________________________ $______________ ____________________


SIGNED AND AGREED this 23rd day of April, 2009.



___________________________ _____________________________


___________________________ _____________________________


___________________________ _____________________________


___________________________ _____________________________


___________________________ _____________________________


PPM

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