Private Placement Memorandum uThrive Asset Development, LLC Date: 2/20/2013 Offering: 22 unit multi-family in Pinellas County, Florida Open to: Christian Investors Minimum Investment: $20,000 in $20,000 increments Estimated Yearly Return: 7.9% Cash on Cash Estimated Time of Investment: nine years

About uThrive

uThrive Asset Development LLC is a Christian owned and operated company who serves God first and investors second. We are a for profit company. uThrive Asset Development LLC is a real estate advisory group that specializes in establishing groups of investors to purchase investment properties for income purposes. Each individual property will be under an LLLP (limited liability limited partnership) or an LLC, with uThrive being the managing partner. We will use invested money to leverage the purchase of a multi-family property and plan to put a minimum of 30% down, per property.

Our goals are simple; cost effective acquisition of property, deliver optimal returns, and minimize risk by attracting paying tenants who abide by the rules of the unit. Our team’s broad experience in real estate investment, project management, and asset management, has provided uThrive with unique access to real estate professionals and a strong understanding of the market that helps us meet the needs and objectives of our clients.

Our Promise

To serve the Lord our God Do everything in our power not to work on the Sabbath. Be a witness to those renting from us.

To pray for renters in need or those that are hurting. To keep buildings and units well maintained To act in the best interest of the investors / owners To pray for the investors / owners To provide steady returns To work and communicate in an honest and ethical manner

To communicate in a timely fashion

Investment Objective

To provide a yearly payment for your investment in said property. Additional objectives are a return of initial investment and a percentage of any appreciation when property is sold in four to nine years.

Fees & Expenses

Fees and Expenses are taken out of the gross profit and are general operating expenses for real estate to include but not limited to: taxes, maintenance, accounting, utilities, property management, etc.

Real Estate Commission

uThrive, Graham Munce, or any uThrive employee will not take a real estate commission for the buying and selling of a property. We will use a licensed commercial realtor to avoid conflicts of interest and to make sure the realtor acts in the best interest of the group as a whole.

Principal Strategy

UThrive pursues its objective by investing in multi-family properties, keeping occupancy rates high; maintain units and building to maximize profit and resale value.

Investment Risk

Market risk, weather, credit, interest rate, national economy, local economy, etc…

How this property has performed in the past is not necessarily an indication of how it will perform in the future. Neither are projections a full proof indication of projected returns.

How uThrive Profits

uThrive will make its profits from property management fees, fund management fee, and its ownership stake at time of sale.

Buyout

If an investor wants to cash out their shares, we will do our best to find a buyer for your shares; we allocate no more than two buy out’s per calendar year for the first ten years. Request will be first come first serve basis starting at the beginning of the calendar year. Buyout will be based on invested amount, if property had deprecated it will be based on current appraised value.

UThrive Management & Property Management

Graham Munce is the founder of uThrive and has more than 5 years of experience in real estate, management and development. Mr. Munce is the managing partner at G.L. Hill LLLP, where he is responsible for finance, accounting, lease administration, insurance, and provides operational support for the company’s development projects. He currently manages ten single family homes with an estimated value of $1,500,000 and two commercial properties with an estimated value of $1,400,000. He also manages a large equity stake buying and selling homes purchased through the county foreclosure auction process. Previously, Mr. Munce was employed with U.S. Bank and his father’s marketing company Munce Group which serves Christian publishers and bookstores. He is a licensed realtor in the State of Florida and has his license registered Charles Rutenberg Realty. Mr. Munce has a BA in Business Management from Concordia Lutheran University in Portland, Oregon and is a participating member of Christ the King Lutheran Church in Largo, FL.

uThrive can assign property management to another firm and waive its property management fee or hire someone in house to manage the property. If occupancy falls below 80% for more than two months, uThrive will outsource property management to a third party firm. As long as

occupancy is not low because of a natural disaster or event beyond uThrive’s control.

Additional Team:

We have a working relationship with CPA that is very familiar with real estate investing. We also have established relationships with three real estate attorneys. Additional service providers include well trusted maintenance technicians and commercial realtors.

Parlay Properties is a full service commercial real estate company located in St. Petersburg, FL. The team of Parlay Properties takes great pride in having represented individuals on all facets of the real estate transaction. If you’re buying, selling, developing or leasing commercial real estate we can help. In addition, as property managers, the value of your investment is our primary concern. We understand that the key to short term cash flow and long term value of a real estate asset is good solid tenants, controlling expenses, and strategically executing capital improvements that will bring the highest return possible. http://www.parlayproperty.com/ Arndt & Associates, P.A, a full service accounting firm, provides mainly tax, accounting and estate/trust services to a variety of different clients and industries. Specialize in preparation and maintenance of fixed assets schedules and depreciation. http://arndtassociatescpa.com/home.html

Tax information

The fund intends to make distributions that may be taxed as ordinary income or capital gains. Our CPA will issue K1’s for your accountant to file with your taxes. Please consult with your CPA in how this investment will affect your taxes.

Reports

Reports will be issued every month, as well as quarterly, and yearly. Reports will include rent rolls, vacancy’s, outstanding rents, maintenance request made and completed, capital improvements, income and expenses and any other information that is relevant to the property.

Current Offering Currently we are offering our initial investment opportunity which is a 22 unit multi-family two story apartment building in Pinellas County, Florida. Funds deposited can be used in a blind pool to acquire multi-family property that meets the objectives of this prospectus, if said property cannot be acquired. Investors will be notified if another building is being acquired and have 10 days to respond before funds are invested in another property. Filling company will reflect the name of the complex.

Property is located at 1630 Jefferson Ave, Largo, FL 33770

Description

Tara Gardens is a 22-unit multifamily community located in Largo, Florida which is in Pinellas County and the general Tampa Bay area. The property consists of one two-story building that sits on approximately 0.51 acres parcel of land. The building is comprised of 20 one-bedroom/one-bathroom units with 650 rentable square feet and two two-bedroom/one-bathroom units with 850 rentable square feet. The community was built in 1972 of concrete block construction and all of the units have central heat and air-conditioning. Amenities include ample on-site parking and an on-site laundry facility. Water, sewer, trash and pest control are included in the rent. Residents are responsible for their own telephone, cable and electric. All but one of the units were remodeled within the last 12 months with new ceramic tile in kitchens, living rooms and select bathrooms, new carpet in bedrooms, new white kitchen cabinets and appliances, formica countertops

and new air condensers in select units. The property was repainted within the last year and the roof was also replaced recently.

Highlights

95% of the units were remodeled within the past 12 months

Average occupancy rate of 95%

Constructed of concrete block

Roof Recently Replaced

Repainted within the last year

Utilities

Water paid by landlord, phone paid by resident, and electric paid by resident.

Rent

Average rent for 1 bedroom apartments is $572, for 2 bedroom apartments is $715, and overall average rent is $620 a unit.

Rent Comps

All rent comps are based on apartments in the direct vicinity of Tara Gardens.

Jefferson Ave Apartments

12 units, occupancy 100%, built in 1973, 1 bedrooms rent for between $495 and $595 based on size.

Auburn Apartments

12 units, 92% occupancy, built in 1975, and 1 bedrooms rent for $550

Avesta Apartments

33 units, 91% occupancy, built in 1971, and 1 bedroom rent for $603.

Why Property Meets Investment Objective

This property meets our investment objective, because of the good condition of the building, the recent remodels, and the current occupancy rate.

Financials and Returns

Asking Price: $875,000

Seeking to raise $440,000

Finance $475,000

Financing terms: Maximum 20 years amortization, 5.25% fixed for five years, then re-pricing at the then existing 5 year prime rate plus 4.5% for the next 5 years, with a 10 year balloon. Other loan options will be pursued at time of financing.

Projected yearly income at 90% occupancy, based on current rent roll: $141,000

Additional income from coin laundry: $1,500

Total income: $142,500

Projected expenses: $69,300

Mortgage payment: $38,412

Estimated Net Profit: $34,788

Total estimated net profit divided by twenty-two investors is a profit share of $1,581 or a 7.9% return.

Income & Expenses

Estimated Income

Price $875,000

Rent Income $ 141,000.00

Coin Laundry Income $ 1,500.00

Total Income $ 142,500.00

Estimated Expenses

Real Estate Taxes $ 15,000.00

Insurance $ 12,000.00

Utilities $ 15,000.00

Services $ 3,500.00

Repairs & Maintance $ 11,000.00

Property Management Fee $ 8,000.00

Fund Management Fee $ 1,500.00

Marketing $ 800.00

Accounting $ 2,500.00

Capital Improvement Fund $ 1.00

Mortage Payment $ 38,412.00

Total Expenses $ 107,713.00

Estimated Net Profit $ 34,788.00

22 investors return 7.90%

Sale of Property

Our goal is to sell the property before balloon payment is due at the end of year ten. If goal is not achieved uThrive will try to refinance the property for the group or purchase it outright from the group. uThrive always has the option of purchasing the property at appraised value from the group. Appraisal will be done by a third party.

The cash deposited after closing cost will be split equally between the twenty-two investors and uThrive times two, so ownership share would be estimated at 4.16% or 24 investors.

No Change in Real Estate Price in 2022

Sale Price in Year Nine $ 875,000.00

Real Estate Sales Commision at 6% $ 52,500.00

Closing Cost Estimated at 2.5% $ 21,875.00

Estimated Total Closing Cost $ 74,375.00

Sales Pirce minus Closing Cost $ 800,625.00

Estimated Loan Balance $ 322,000.00

Net $ 478,625.00

Net divided by 22 investors + uThrive = 24 $ 19,942.00

Reports

Reports will be issued every month, as well as quarterly, and yearly. Reports will include rent rolls, vacancy’s, outstanding rents, maintenance request made and completed, capital improvements, income and expenses and any other information that is relevant to the property.

Offering Memorandum from current listing broker can be sent upon request. There memorandum gives full detail of property and property can be found on www.loopnet.com

In Closing

Thank you for taking the time to read and review this private placement memorandum, please call or email with any questions. On the next page you will find a deposit form. Please fill out and mail it in. Have a blessed day. Regards Graham Munce Founder uThrive Asset Development, LLC 2 Timothy vs. 8 Remember Jesus Christ, risen from the dead, the offspring of David, as preached in the gospel. This prospectus will be governed and construed in accordance with the laws of the state of Florida, as applied to agreements entered into an to be performed entirely within Florida. Any litigation or other disputes resolution between parties relating to this agreement shall take place in Pinellas County, Florida. The parties consent to personal jurisdiction of the courts of Pinellas County, Florida. uThrive Asset Development reserves the right of refusal to any investor who wants to invest. All information in this prospectus is accurate, to the best of our knowledge and research, your due diligence is encouraged.