Auor Capital

The Company has no operating history and no revenues. The financial statements include a going concern note. Profitability depends entirely on successful development and sale of the Foxtail Hollow Project, which is not guaranteed.

“NOTE 5 – GOING CONCERN The Company did not generate revenue and incurred approximately $38,761.64 in expenses during the period from January 1, 2024 until April 30, 2024. As referenced in note 2 above, the Company plans to raise funds from a public offering. No substantial revenues are anticipated until the Company's offering is complete, Foxtail Hollow, LLC has completed its development, and the property is subsequently sold. The profitability of the Company is uncertain because of the nature of real estate development and sales.”

The Manager of the Company (Kaeding Development Group, LLC) also owns an interest in the OpCo Manager (Foxtail Hollow Development, LLC), which manages OpCo. This creates a structural conflict of interest where the Manager may favor OpCo's interests over Company investors. No assurance is given that conflicts will be resolved in investors' favor.

“The Manager of the Company also owns an interest in the OpCo Manager, and there is overlap between the management of the Manager and OpCo Manager. There may be circumstances under which OpCo wishes to take or refrain from taking certain actions that are not in the Company's best interest. In those circumstances, the Manager may have a conflict of interest between the Company's interests and the interests of OpCo. There is no assurance that the Manager will resolve any such conflict of interest in the Company's favor.”

The Manager maintains only a contractual (not fiduciary) relationship with the Company and investors. The Operating Agreement limits the Manager's liability and requires indemnification by the Company, restricting investor remedies for actions that might otherwise constitute a breach of fiduciary duty.

“The Manager maintains a contractual, as opposed to a fiduciary relationship, with the Company and its investors. Accordingly, the Company and its investors will only have recourse and be able to seek remedies against the Manager to the extent it breaches its obligations under the Operating Agreement. Furthermore, the Company will agree in the Operating Agreement to limit the liability of the Manager and to indemnify the Manager against certain liabilities.”

R&S Corporate Holdings, Inc., which provided the $3,750,000 acquisition loan to the Company (the R&S Note), also owns 8.89% of the issued and outstanding membership interest in the OpCo Manager (Foxtail Hollow Development, LLC). This creates a conflict of interest between the lender and OpCo management.

“R&S also owns 8.89% of the issued and outstanding membership interest in and to the OpCo Manager.”