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CONFIDENTIAL REG D 506 PRIVATE PLACEMENT OFFERING MEMORANDUM

NEXT LEVEL INVESTMENTS, INC$8,000,000

( no maximum under Rule 506)

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 ANY PARTICULAR STATE. THIS MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN A GIVEN STATE, YOUR ARE ADVISED TO CONTACT NEXT LEVEL INVESTMENTS INC FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR SALES MAY BE LAWFULLY MADE. ADDITIONALLY, YOU MAY CONTACT THE STATE IN QUESTION IN ORDER TO ASCERTAIN WHETHER OR NOT COMPANY HAS FILED FOR AN EXEMPTION IN THAT STATE. AN INVESTMENT IN THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF FINANCIAL RISK. ACCORDINGLY, PROSPECTIVE INVESTOR SHOULD CONSIDER ALL OF THE RISK FACTORS DESCRIBED HEREIN.

A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR THE UNITS DESCRIBED HEREIN UNLESS SATISFIED THAT HE/SHE AND HIS/HER INVESTMENT REPRESENTATIVE HAVE ASKED FOR AND RECEIVED ALL INFORMATION WHICH WOULD ENABLE HIM/HER OR BOTH OF THEM TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT.

A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR THE UNITS DESCRIBED HEREIN UNLESS SATISFIED THAT HE/SHE AND HIS/HER INVESTMENT REPRESENTATIVE HAVE ASKED FOR AND RECEIVED ALL INFORMATION WHICH WOULD ENABLE HIM/HER OR BOTH OF THEM TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT.

UNITED STATES TERRITORIES AND POSSESSIONS THESE SECURITIES ARE NOT AUTHORIZED FOR OFFERING OR SALE IN ANY TERRITORY OR POSSESSION OF THE UNITED STATES IN LIEU OF APPLICABLE SECURITIES LAWS TO THE CONTRARY. SECURITIES ARE NOT AUTHORIZED FOR SALE IN SUCH TERRITORIES OR POSSESSIONS.

Confidential Private Placement Memorandum © NEXT LEVEL INVESTMENTS, Inc 2014

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INVESTOR SUITABILITY STANDARDS

PROSPECTIVE PURCHASERS OF THE UNITS OFFERED BY THIS MEMORANDUM SHOULD GIVE CAREFUL CONSIDERATION TO CERTAIN RISK FACTORS DESCRIBED HEREIN 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.

THE PROSPECTIVE PURCHASER SHOULD HAVE ADEQUATE MEANS OF PROVIDING FOR HIS OR HER CURRENT NEEDS AND PERSONAL CONTINGENCIES AND HAVE NO NEED FOR LIQUIDITY IN THE INVESTMENT OF THE UNITS AND THAT THE PROSPECTIVE PURCHASER’S OVERALL COMMITMENT TO INVESTMENTS WHICH ARE NOT READILY MARKETABLE IS NOT DISPROPORTIONATE TO HIS, HER, OR ITS NET WORTH AND THE INVESTMENT IN THE UNITS WILL NOT CAUSE SUCH OVERALL COMMITMENT TO BECOME EXCESSIVE. NO SUBSCRIPTION FOR THE UNITS WILL BE ACCEPTED FROM ANY INVESTOR UNLESS HE/SHE IS ACQUIRING THE UNITS FOR THEIR OWN ACCOUNT (OR ACCOUNTS AS TO WHICH HE HAS SOLE INVESTMENT DISCRETION), FOR INVESTMENT AND WITHOUT ANY VIEW TO SALE, DISTRIBUTION OR DISPOSITION THEREOF.

FORWARD-LOOKING STATEMENTS

THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WHICH REFLECT THE COMPANY’S CURRENT JUDGMENT ON CERTAIN ISSUES. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS MEMORANDUM AND IN THE DOCUMENTS INCORPORATED BY REFERENCE, IF ANY, AND MAY INCLUDE STATEMENTS REGARDING, AMONG OTHER MATTERS, THE COMPANY’S GROWTH OPPORTUNITIES AND OTHER FACTORS AFFECTING THE COMPANY’S FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

BECAUSE SUCH STATEMENTS APPLY TO FUTURE EVENTS, THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THIS MEMORANDUM. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO: BUSINESS CONDITIONS AND GROWTH IN THE INDUSTRY AND GENERAL ECONOMY – BOTH DOMESTIC AND INTERNATIONAL; LOWER THAN EXPECTED OPPORTUNITIES FOR ACQUISITION; COMPETITIVE FACTORS, INCLUDING PRICING PRESSURES OR SIMILAR OFFERINGS BY COMPETITORS AND ALTERNATIVE TECHNOLOGIES AND THE GENERAL ECONOMIC CONDITIONS.


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ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE STATEMENTS AS A RESULT OF RISK FACTORS INHERENT IN THE COMPANY’S BUSINESS, INDUSTRY, OR OTHER FACTORS.

CERTAIN STATEMENTS IN THIS MEMORANDUM INCLUDING BUT NOT LIMITED TO STATEMENTS, ESTIMATES AND PROJECTIONS OF FUTURE TRENDS AND OF THE ANTICIPATED FUTURE PERFORMANCE OF THE COMPANY CONSTITUTE "FORWARD LOOKING STATEMENTS". SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY, OR INDUSTRY RESULTS, TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENT IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

STATEMENTS IN THIS MEMORANDUM THAT ARE FORWARD-LOOKING INVOLVE NUMEROUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTED RESULTS AND ARE BASED ON THE COMPANY'S CURRENT BELIEFS AND ASSUMPTIONS REGARDING A LARGE NUMBER

OF FACTORS AFFECTING ITS BUSINESS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM EXPECTED RESULTS. THERE CAN BE NO ASSURANCE THAT (I) THE COMPANY HAS CORRECTLY MEASURED OR IDENTIFIED ALL OF THE FACTORS AFFECTING ITS BUSINESS OR THE EXTENT OF THEIR LIKELY IMPACT, (II) THE PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO THESE FACTORS ON WHICH THE COMPANY'S ANALYSIS IS BASED OR COMPLETE OR ACCURATE, (III) THE COMPANY'S ANALYSIS IS CORRECT OR (IV) THE COMPANY'S STRATEGY, WHICH IS BASED IN PART ON THIS ANALYSIS, WILL BE SUCCESSFUL.

NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE ENTITY CREATING THE UNITS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WOULD BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


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CONFIDENTIAL PRIVATE PLACEMENT OFFERING MEMORANDUMNEXT LEVEL INVESTMENTS, INC.

$8,000,000 NEXT LEVEL INVESTMENTS, INC. (“NEXT LEVEL INVESTMENTS” or “The COMPANY”), a State of Nevada Corporation, is offering up to Four Hundred (400) promissory NOTES (“Notes” or “Securities”), at a purchase price of Twenty Thousand Dollars and No cents ($20,000.00) per Note pursuant to Regulation D, Rule 506. This Confidential Private Placement Offering Memorandum (the “Memorandum) relates to the offer and sale (the “Offering”) of up to Four Hundred (400)NOTES at a purchase price of Twenty Thousand Dollars ($20,000.00) per Note. The Offering will terminate on March 31,2015 unless extended by the COMPANY in its sole discretion (the “Termination Date”). There is no escrow for the Offering, and The COMPANY will have access to all funds at the time the COMPANY obtains such funds.

If all of the offered NOTES are sold, the investors subscribing to this Offering Memorandum will own 0.0% of NEXT LEVEL INVESTMENTS.

FOR MORE INFORMATION ON THE NOTES, GO TO EXHIBIT B : “Promissory Note”

NEXT LEVEL INVESTMENTS is in the business of residential and commercial real estate investing, development and other related consulting services.

THIS MEMORANDUM PROVIDES INFORMATION FOR THE PURPOSE OF INVESTMENT INNOTES OF NEXT LEVEL INVESTMENTS, INC. THIS MEMORANDUM DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF AN OFFER OR SOLICITATION TO ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS MEMORANDUM AND THE OFFERING OF THESENOTES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED. ACCORDINGLY, ANY PERSON WHO POSSESSES THIS MEMORANDUM IS REQUIRED TO INFORM HIM OR HERSELF OF ANY SUCH RESTRICTIONS. PROSPECTIVE PURCHASERS SHOULD INFORM THEMSELVES AS TO (I) THE LEGAL REQUIREMENTS WITHIN THEIR OWN JURISDICTION FOR THE PURPOSE OF HOLDING THESE NOTES, (II) ANY FOREIGN EXCHANGE RESTRICTIONS WHICH THEY MIGHT ENCOUNTER AND (III) THE INCOME AND OTHER TAX CONSEQUENCES WHICH MAY APPLY IN THEIR OWN JURISDICTIONS RELEVANT TO


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THE PURCHASE, HOLDING OR DISPOSAL OF THESENOTES. THESENOTES HAVE NOT BEEN REGISTERED UNDER THE NOTES LAWS OF ANY STATE OR THE SECURITIES LAWS OF ANY JURISDICTION, NOR IS SUCH REGISTRATION CONTEMPLATED. POTENTIAL INVESTORS SHOULD PAY PARTICULAR ATTENTION TO THE INFORMATION UNDER THE CAPTION “RISK FACTORS” OF THE MEMORANDUM. INVESTMENT IN NEXT LEVEL INVESTMENTS, INC. IS SUITABLE ONLY FOR “SOPHISTICATED AND ACCREDITED INVESTORS”. BY DEFINITION, SUCH PERSONS ARE REQUIRED TO HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT HIGH RISKS. INVESTORS IN NEXT LEVEL INVESTMENTSNOTES MUST BE PREPARED TO BEAR SUCH RISKS FOR AN EXTENDED PERIOD.

Note Price Commissions Proceeds to Corporation

Price $20,000.00 $.00 $20,000.00

NEXT LEVEL INVESTMENTS INC. Address: 149 Willowbrook Ave. North Brunswick, NJ 08902

For information concerning investor relations and inquires please contact Name: Agnes Duncan, Jae DuncanAddress: 149 Willowbrook Ave. North Brunswick, NJ 08902Date of Memorandum: December 23,2014

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Table of Contents

INVESTOR SUITABILITY STANDARDS…………………………………… 2FORWARD-LOOKING STATEMENTS…………………………………….. 2NASAA UNIFORM LEGEND……………………………………………….. 3TABLE OF CONTENTS……………………………………………………… 6SUMMARY OF OFFERING…………………………………………………. 7INVESTOR NOTICES……………………………………………………….. 10NOTICE REGARDING AGREEMENT TO ARBITRATE…………………. 12THE COMPANY……………………………………………………………… 13DESCRIPTION OFNOTES…………………………………………………… 13PLAN OF DISTRIBUTION…………………………………………………… 13RESTRICTIONS ON TRANSFER……………………………………………. 14RISK FACTORS……………………………………………………………… 14NO PROSPECTIVE MARKET………………………………………………. 20RISK FACTORS INHERENT IN THE INDUSTRY………………………… 20MANAGEMENT……………………………………………………………… 20FINANCIAL MANAGEMENT…………………………………………………… 20INDEMNIFICATION OF NOTEHOLDERS AND MANAGERS………….. 20DESCRIPTION OF SECURITIES…………………………………………… 21RESTRICTED SECURITIES AND LIMITATIONS ON TRANSFERABILITY… 21FEES, EXPENSES AND OTHER CHARGES…………………………………. 21CERTAIN INCOME TAX CONSEQUENCES………………………………. 21TERMS OF THE OFFERING…………………………………………………. 21FISCAL YEAR 2014 PRO FORMA INCOME STATEMENT………………. 22SUITABILITY STANDARDS……………………………………………….. 23SUBSCRIPTION PROCEDURES ……………………………………… 25

EXHIBIT A – Subscription AgreementEXHIBIT B – Promissory NoteEXHIBIT C – Pro Forma Projection of the Uses of Capital and ReturnsEXHIBIT D - Investor QuestionnaireEXHIBIT E - Business Plan

This Confidential Private Placement Offering Memorandum (the "Memorandum") sets forth the objectives and methods of operation of the COMPANY and certain other pertinent information.


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Each prospective investor should examine this Memorandum and the Subscription Agreement (collectively the "Offering Materials") in order to assure that the Offering Materials and the COMPANY's investment objectives and methods of operation are satisfactory. Prospective investors are invited to review any materials available to The COMPANY's management relating to the operations of The COMPANY and any matters regarding this Memorandum. All such materials will be made available at The COMPANY's offices or through other agreed upon means. Representatives of The COMPANY will be available to answer questions and provide any additional information to the extent it can be acquired without unreasonable effort or expense.

PURCHASE OF AN NOTE IN THE COMPANY MAY BE DEEMED TO BE SPECULATIVE IN NATURE AND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM. INVESTMENT IN THE COMPANY IS DESIGNED ONLY FOR INVESTORS WHO HAVE ADEQUATE MEANS OF PROVIDING FOR CURRENT NEEDS AND POSSIBLE CONTINGENCIES, HAVE NO NEED FOR LIQUIDITY OF THE INVESTMENT IN THE NOTES, CAN BEAR THE ECONOMIC RISK OF LOSING THE ENTIRE AMOUNT OF MY INVESTMENT INNOTES, AND ARE ABLE TO EVALUATE THE MERITS OF THIS INVESTMENT.

In this memorandum, “NEXT LEVEL INVESTMENTS, INC.” may be referred to as “the Corporation”, “The COMPANY”, “we”, “our”, and “us” or “NEXT LEVEL INVESTMENTS”. “You” refers to the reader of this Memorandum. This summary highlights the information contained elsewhere in this Memorandum. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire Memorandum and the documents to which we refer you.

SUMMARY OF OFFERING

Agreement The purchase of the NOTES will be made pursuant to a Subscription Agreement that will contain, among other things, customary representations and warranties by The COMPANY, certain covenants of The COMPANY, investment representations of the purchasers, including representations that may be required by the Securities Act of 1933, as amended, (“the Act”) and applicable state "blue sky" laws. The Subscription Agreement is being delivered along with this Memorandum.

Allocations from Gross RevenuesThe Noteholders of The COMPANY who have invested in the purchase of NOTES through this Memorandum will have a pro rated Note of five per cent simple interest per annum, (5%), and, an additional 30% net profit sharing participation as further defined in Exhibit A ( Subscription Agreement) and, Exhibit D ( Business Plan) .

Broker/Dealer The COMPANY may engage registered Broker/Dealers to act on The COMPANY’s behalf with respect to the private placement of the NOTES. In such case, The COMPANY is prepared to pay,


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as compensation for a Broker Dealer’s services, a commission up to the maximum allowed by law from the sale of the NOTES sold by the Broker-Dealer.

Corporate Formation The COMPANY is a start-up corporation formed on June 29,2012 under the laws of the State of Nevada. The COMPANY’s principal place of business is located at 149 Willowbrook Ave. North Brunswick, NJ 08902. The COMPANY was formed to offer products and/or services in the residential and commercial real estate industry.

Corporate Term The COMPANY commenced on the effective date of filing of the Articles of Incorporation with the Nevada Secretary of State on June 29, 2012 and shall continue in perpetuity, dissolved by provisions contained in The Note, or as provided by law. (See the “Note” attached hereto as Exhibit B.)

Expenses All proposed purchasers of NOTES will be responsible for their own costs, fees, and expenses, including the costs, fees and expenses of their legal counsel and other advisors. The purchaser of the NOTES will be required to indemnify The COMPANY for any Finder’s fees for which such purchaser may be responsible.

Financial Projections Require CautionSubscribers are urged to consider that the financial projections offered by The COMPANY, if any, were prepared by Management assuming a conservative position in the marketplace for The COMPANY and the funding of this Offering. Such projections are not guarantees of future financial performance, nor should they be understood as such by Subscribers. Subscribers should be aware of the inherent inaccuracies of forecasting. Although Management has a reasonable basis for these projections and has provided them herewith in good faith, Subscribers may wish to consult independent market professionals about The COMPANY’s future performance.

Finders The COMPANY may issue NOTES and/or cash to qualified Finders for their efforts in locating investors for The COMPANY. The NOTES will be issued pursuant to an agreement between The COMPANY and Finder.

Maximum Offering Four Hundred (400) NOTES at a purchase price of Twenty Thousand Dollars ($20,000.00) per Note.

Minimum InvestmentThere is no minimum investment, and the COMPANY will have access to funds once they are received.

Offering Period The offering will terminate on March 31, 2015 .


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Risk Factors An investment in the NOTES that are the subject of the Memorandum is highly speculative and involves a high degree of risk. Investors should be able to withstand the total loss of their entire investment in the NOTES that are the subject of this Memorandum. Prospective purchasers should carefully review the information set forth under "RISK FACTORS" as well as other information contained in this Memorandum.

Subscription Period and Corporate Capitalization The subscription period for this Offering will commence from the date of this Memorandum and will continue until March 31, 2015 , unless sooner terminated by The COMPANY, in its sole discretion.

Subscription ProcedureIn order to subscribe for NOTES, a Subscriber must (1) complete, execute and deliver to the Manager the Subscription Agreement in the form annexed hereto as Exhibit A.

Suitability Standards The COMPANY is offering the NOTES solely to investors that satisfy certain suitability standards, including the ability to afford a complete loss of their investment. Purchasers (sometimes referred to herein as “Subscribers”) will be limited to “accredited investors” as that term is defined in Rule 501 of Regulation D of Securities Act of 1933, as amended. The COMPANY will require each investor to represent in the Subscription Agreement that the investor is able to evaluate the merits of this investment, and that the investor is accredited.

Restrictions on TransferabilityThe NOTES sold in this offering will be restricted .NOTES under the Securities Act of 1933, as amended, and will not be transferable except in compliance with the Securities Act, applicable state securities laws, and/or the Note.

Tax ConsequencesA prospective investor should consider carefully all of the potential tax consequences of an investment in NOTES and should consult with their tax advisor before subscribing for NOTES. For a discussion of certain income tax consequences of this investment (see “INCOME TAX CONSEQUENCES”).

Use of ProceedsThe COMPANY expects to receive gross proceeds from the Offering of Eight Million Dollars ($8,000,000), less amounts paid in commissions, costs, and finders’ fees, and other administrative costs and expenses of this Offering, that will be used to purchase properties and for working capital. (See “USE OF PROCEEDS").


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NOTES OfferedNotes: 400Offering Price: $20,000 per Note.Voting Rights: Investors are entitled to zero votes for each Note held.

NOTES Outstanding Before the Offering 400

NOTES Outstanding After the Offering : 0If the entire offering amount of 400 NOTES is sold, The COMPANY will have 400 NOTES owned by Investors and other third parties, and 0 unallocated NOTES.

WithdrawalsWithdrawals by Noteholders are not permitted.

INVESTOR NOTICES

THIS MEMORANDUM IS BEING FURNISHED TO PROSPECTIVE INVESTORS ON A CONFIDENTIAL BASIS FOR USE SOLELY IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE NOTES OF NEXT LEVEL INVESTMENTS, INC., A CORPORATION ORGANIZED ON June 29, 2012, UNDER THE LAWS OF THE STATE OF NEVADA . THIS OFFERING IS INTENDED TO BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY, ASSIGNMENT AND RESALE AND MAY NOT BE TRANSFERRED, ASSIGNED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SALE OF THE NOTES HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THESE AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY, COMPLETENESS OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND IS A CRIMINAL OFFENSE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED. THE NOTES ARE OFFERED SUBJECT TO THE RIGHT OF THE COMPANY IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART.


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AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE AND INVOLVES A SIGNIFICANT DEGREE OF RISK. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT SUCH RISKS AS WELL AS THE LACK OF LIQUIDITY THAT IS CHARACTERISTIC OF THE INVESTMENTS DESCRIBED HEREIN. ONLY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT SHOULD PURCHASE THE NOTES.

THIS OFFERING IS NOT UNDERWRITTEN. THE MANAGEMENT OF THE COMPANY HAS ARBITRARILY SET THE OFFERING PRICE. THERE CAN BE NO ASSURANCE THAT ANY OF THE NOTES WILL BE SOLD BECAUSE THESENOTES HAVE NOT BEEN SO REGISTERED AND THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE OR SHE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE NOTES 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’SNOTES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE NOTES WILL BE ACCEPTED FOR INCLUSION ON ANY 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 NOTES PURCHASED, AND THE ISSUANCE OF THE NOTES IS BEING UNDERTAKEN PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE NOTES THAT 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 AND/OR NOTE REFERRED TO HEREIN. THE OFFERING PRICE OF THE NOTES 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.

THIS MEMORANDUM IS CONFIDENTIAL AND PROPRIETARY. IT IS BEING FURNISHED BY THE COMPANY TO PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING OFNOTES EXEMPT FROM REGISTRATION UNDER THE ACT AND OTHER SECURITIES LAWS SOLELY FOR SUCH INVESTORS' CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT PRIOR WRITTEN PERMISSION FROM THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS MEMORANDUM OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTION OF OR USE THIS MEMORANDUM, IN WHOLE OR IN PART, FOR ANY PURPOSE OTHER THAN EVALUATION OF POTENTIAL INVESTMENT IN THE NOTES. THIS MEMORANDUM IS INDIVIDUALLY DIRECTED TO EACH PROSPECTIVE


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INVESTOR AND DOES NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON OR TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE NOTES. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE PROSPECTIVE INVESTOR WHOSE NAME APPEARS ON THE COVER PAGE HEREOF, AND THOSE FINANCIAL AND LEGAL ADVISORS, IF ANY, RETAINED TO ADVISE SUCH PROSPECTIVE INVESTOR WITH RESPECT THERETO, IS UNAUTHORIZED, AND ANY DISCLOSURE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING AND TO RETURN THIS MEMORANDUM TO THE COMPANY IF SUCH INVESTOR DETERMINES NOT TO MAKE AN INVESTMENT IN THE COMPANY.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE NOTES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE STATUS OR AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF.

THE INFORMATION PRESENTED HEREIN WAS PREPARED OR OBTAINED BY THE COMPANY AND IS BEING FURNISHED SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN. NOTHING CONTAINED HEREIN IS, OR SHOULD BE RELIED ON AS, A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN EVALUATING THE COMPANY. EACH INVESTOR MUST CONDUCT AND RELY ON THEIR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE NOTES. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, BUSINESS OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT SUCH INVESTOR'S OWN ATTORNEY, BUSINESS ADVISOR AND TAX ADVISORS AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED IN THIS MEMORANDUM AND ITS SUITABILITY FOR EACH PROSPECTIVE INVESTOR; SEE "RISK FACTORS".

CERTAIN PROVISIONS OF VARIOUS AGREEMENTS AND DOCUMENTS ARE SUMMARIZED IN THIS MEMORANDUM, BUT PROSPECTIVE INVESTORS SHOULD NOT ASSUME THAT SUCH SUMMARIES ARE COMPLETE. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH AGREEMENTS AND DOCUMENTS.


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THE INFORMATION CONTAINED HEREIN WAS PREPARED BY THE COMPANY AND IS BEING FURNISHED BY THE COMPANY SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OTHER THAN THAT CONTAINED IN THIS MEMORANDUM, OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERING, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE COMPANY DISCLAIMS ANY AND ALL LIABILITIES FOR REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, CONTAINED IN OR OMISSIONS FROM THIS MEMORANDUM OR ANY OTHER WRITTEN OR ORAL COMMUNICATION TRANSMITTED OR MADE AVAILABLE TO THE RECIPIENT. EACH INVESTOR WILL BE ENTITLED TO RELY SOLELY UPON THOSE WRITTEN REPRESENTATIONS AND WARRANTIES THAT MAY BE MADE TO IT IN ANY FINAL SUBSCRIPTION AGREEMENT RELATING TO THE NOTES REFERRED TO IN THIS MEMORANDUM.

THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER, TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR TO ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE NOTES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NOTES THAT SUCH INVESTOR DESIRES TO PURCHASE. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY OFFEREE AND/OR INVESTOR IN THE EVENT THAT ANY OF THE FOREGOING SHALL OCCUR.

IT IS THE RESPONSIBILITY OF ANY INVESTOR PURCHASING THE NOTES TO SATISFY ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE REQUIREMENTS.

THE COMPANY MAY SELECT A BROKER-DEALER OR DEALERS ("SELECTED DEALERS") THAT ARE MEMBERS OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS AS WELL AS QUALIFIED "FINDERS" AS DEFINED IN SECURITIES LAWS OF THE UNITED STATES TO SELL THE NOTES.

EACH PROSPECTIVE INVESTOR MAY MAKE INQUIRIES OF THE COMPANY WITH RESPECT TO THE COMPANY'S BUSINESS OR ANY OTHER MATTER RELATING TO THE COMPANY OR AN INVESTMENT IN THE NOTES OFFERED HEREUNDER, AND MAY OBTAIN ANY ADDITIONAL INFORMATION THAT SUCH PERSON DEEMS TO BE NECESSARY IN CONNECTION WITH MAKING AN INVESTMENT DECISION IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). IN CONNECTION WITH SUCH AN INQUIRY, ANY DOCUMENT THAT A PROSPECTIVE INVESTOR WISHES TO REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR FURNISHED, UPON REQUEST, SUBJECT TO THE


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PROSPECTIVE INVESTOR'S AGREEMENT TO MAINTAIN SUCH INFORMATION IN CONFIDENCE AND TO RETURN THE SAME TO THE COMPANY IF THE RECIPIENT DOES NOT PURCHASE THE NOTES OFFERED HEREUNDER. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN WRITING TO THE COMPANY ADDRESSED TO: _______________________________________________.

A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR THE NOTES DESCRIBED HEREIN UNLESS SATISFIED THAT HE/SHE OR HE/SHE AND HIS/HER INVESTMENT REPRESENTATIVE HAVE ASKED FOR AND RECEIVED ALL INFORMATION WHICH WOULD ENABLE HIM/HER OR BOTH OF THEM TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT.

NOTICE REGARDING AGREEMENT TO ARBITRATE

THIS MEMORANDUM REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE NOTES IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. YOU FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN NORTH BRUNSWICK NEW JERSEY . YOU AGREE THEREBY TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE. IT MAY ALSO COST YOU MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR HOME STATE.

THE COMPANY

The COMPANY is a corporation organized on June 23, 2012 under the laws of the State of NEVADA and operates pursuant to its bylaws. NEXT LEVEL INVESTMENTS is soliciting subscriptions for NOTES in the COMPANY.

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Operating Expenses for First 12 Months (SUGGESTED LINE ITEMS)

Property Acquisitions 5,750,000

Renovation and carrying cost 1,640,000Marketing 180,000Insurance 80,000Contingency 350,000Total Cost 8,000,000

DESCRIPTION OF NOTES

Upon completion of this Offering, The COMPANY’s authorized NOTES will consist of FOUR HUNDRED (400) NOTES. As of the date of this Memorandum, The COMPANY has FOUR HUNDRED (400)NOTES available through this Offering. The NOTES have no preemptive, redemption, or conversion rights.

PLAN OF DISTRIBUTION

The COMPANY is offering for sale FOUR HUNDRED (400)NOTES at a price of ($20,000.00) per Note. The COMPANY may retain individuals or firms to act as agents in this Offering and may pay such individuals or firms compensation in the form of cash or rights to purchase NOTES. No escrow will be established, and The COMPANY will have access to funds once The COMPANY obtains them.

The COMPANY may accept subscriptions as they are received and subscribers have no assurance that all or any portion of the NOTES will be sold. The COMPANY also reserves the right to withdraw, cancel or modify this Offering and to reject subscriptions in whole or in part for the purchase of any of the NOTES. This Offering will terminate on March 31, 2015. No notice of extension is required to be given to investors who have already subscribed before the extension takes place. However, The COMPANY reserves the right to terminate the Offering at any time. No notice of extension is required to be given to investors who have already subscribed.

Prospective investors who desire to purchase the NOTES in this offering must complete a Subscription Agreement in substantially the form attached as Exhibit “A” to this Memorandum and deliver it to The COMPANY together with a wire transfer of same day funds, or a check made


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payable to “NEXT LEVEL INVESTMENTS, INC.” for the amount subscribed. The NOTES will be issued in such names as shall be provided for in the accepted Subscription Agreement and shall be delivered by The COMPANY to the investors as soon as practicable following our acceptance. The NOTES will be delivered to the address specified in the Subscription Agreement. The COMPANY reserves the right to accept, or reject, any subscription in whole or in part, in our sole discretion. In the event a subscription is rejected, all funds delivered to The COMPANY with such subscription will be returned to the subscriber as soon as practicable following rejection, without NOTE.

RESTRICTIONS ON TRANSFER

The COMPANY NOTES will be restricted as to transferability under state and federal laws regulating securities. The COMPANY NOTES have not been registered under the Securities Act, or any similar state statute, in reliance upon exemptions from the registration requirements contained therein. Accordingly, all of The COMPANY NOTES will be considered "restricted securities" as defined in Rule 144 of the Securities Act. As "restricted securities," an investor must hold them indefinitely and may not dispose or otherwise sell them without registration under the Securities Act and without registration under any applicable state securities laws, unless an exemption from registration is available.

In the event that an investor desires to sell or otherwise dispose of any of The COMPANY NOTES, the investor will be required to furnish The COMPANY with an opinion letter of counsel that, after review by The COMPANY's counsel, is satisfactory to The COMPANY. To be acceptable to The COMPANY the opinion letter of counsel must conclude that the proposed transfer would not violate the registration requirements of the federal or state securities acts. The COMPANY has the absolute right, in its sole discretion, to approve or disapprove such transfer. All certificates and documentation evidencing investors' corporate NOTES will bear bold legends giving notice of these restrictions.

RISK FACTORS

THE NOTES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. ACCORDINGLY, PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER INFORMATION IN THIS PRIVATE PLACEMENT MEMORANDUM.

Lack of LiquidityThe COMPANY NOTES are being offered without registration under the Securities Act, in reliance upon an exemption contained in Section 4(2) of the Securities Act and/or Regulation D under the Securities Act. Certain restrictions on transferability will preclude disposition and transfer of the NOTES other than pursuant to an effective registration statement or in accordance with an exemption from registration contained in the Securities Act. In addition, the Note sets forth certain restrictions on the transfer of the NOTES. In light of the restrictions imposed on a transfer of stock NOTES, an investment in The COMPANY should be viewed as illiquid and subject to risk. (See Note)


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The determination of the offering price may not reflect the value of The COMPANYThe offering price of The COMPANY NOTES has been arbitrarily determined by The COMPANY and is not based on book value, assets, earnings or any other recognizable standard of value. No assurance can be given that The COMPANY's NOTES could be sold for the offering price or for any amount. If profitable results are not achieved from The COMPANY's operations, of which there can be no assurance, the value of The COMPANY NOTES sold pursuant to this Offering could fall below the offering price and The COMPANY NOTES could become worthless.

There are restrictions on transferability and no market for The COMPANY NOTESThere is no public, or private, market for The COMPANY NOTES and there can be no assurance that a market will develop, or that the purchasers will be able to resell The COMPANY NOTES offered hereby at the offering price or any other price. The COMPANY NOTES have not been registered under the Securities Act or under any state securities laws and are restricted securities for the purposes of federal and state securities laws. The COMPANY NOTES cannot be sold unless subsequently registered under such laws or unless, in the opinion of counsel satisfactory to The COMPANY, an exemption from registration is available. As a result of these limitations on transferability, any purchaser must bear the economic risk of an investment in The COMPANY NOTES for an indefinite period of time.

Additional Capital Requirements and Future DilutionThe long-term growth plans of The COMPANY may require additional capital. In addition, if insufficient funds are raised under this offering, then The COMPANY may be required to raise additional funds to complete development of any of its projects.

The COMPANY may also obtain additional financing through certain government subsidies or tax incentives available in certain geographic areas, if available, at The COMPANY's discretion. Failure to obtain such additional capital on terms acceptable to The COMPANY could restrict its ability to implement its growth plans.

The COMPANY is desirous of raising additional capital, which may be accomplished, among other options, through another offering. Any future offerings could result in the dilution of ownership of The COMPANY to investors purchasing NOTES under the terms of this Offering. There can be no assurance that additional capital from any source will be available when needed or on terms acceptable to The COMPANY. The availability of additional financing may be dependent on the relative success and progress of The COMPANY and may be offered on more favorable terms than offered herein. In order to obtain additional financing, The COMPANY may be required to dilute the equity investment of its then current Noteholders, including those investors purchasing NOTES in this offering.

Limited Operating HistoryThe COMPANY was formed on June 23, 2012, and accordingly has a limited history of operation. There can be no assurance that The COMPANY will be able to successfully make acquisitions or provide services at the level anticipated by The COMPANY. For these and other unforeseeable factors, there can be no assurance that The COMPANY will achieve or sustain profitable operations.


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No Assurance of ProfitThere is no assurance as to whether The COMPANY will be profitable or earn revenues, or will be able to return any investment funds, to make cash distributions or to meet its operating expenses and debt service, if any.

No Assurance of Cash DistributionsNo assurance can be given as to when or whether cash will be available for distribution to The COMPANY's Noteholders. Management will be reimbursed by The COMPANY for all direct, and an allocable portion of indirect expenses incurred by it in performing management services for The COMPANY. The COMPANY must pay its operating expenses and other costs, prior to making cash payments to the Noteholders. Even if cash distributions are made, The COMPANY may not be profitable or be successful in generating or earning revenues. The COMPANY's management, in its discretion, may retain corporate funds for working capital purposes.

Financial ProjectionsThe COMPANY’s management may prepare financial projections concerning the estimated operating results of The COMPANY. These projections would be based on certain assumptions that may prove to be inaccurate and which are subject to future conditions beyond the control of The COMPANY, such as changes in the condition of the marketplace, changes in NOTE rates, and changes in the costs of developing and providing products and services. The COMPANY may experience unanticipated costs, or anticipated sales may not materialize, resulting in lower revenues than forecasted. Due to the fact that The COMPANY has a limited operating history The COMPANY may experience unanticipated costs, or, among other things, anticipated contracts may not materialize, resulting in lower revenues than forecasted. There is no assurance that The COMPANY would in fact realize the results that may be illustrated in financial projections. The financial projections would be prepared by management of The COMPANY and would not be examined or compiled by independent certified public accountants. Accordingly, neither the independent certified public accountants nor counsel to The COMPANY could provide any level of assurance on the financial projections.

Dependence on ManagementThe Manager makes all decisions with respect to The COMPANY's operations and assets, including investment decisions and the day-to-day management of the COMPANY. Other than as specified in the Note, the Noteholders have no right or power to take part in the management of the COMPANY. As a result, the success of the COMPANY for the foreseeable future will depend largely upon the ability of management.

PROSPECTIVE INVESTORS ARE HEREBY ADVISED THAT THE SUCCESS OF PREVIOUS PROJECTS UNDERTAKEN BY THE COMPANY'S MANAGEMENT AND AFFILIATES CANNOT BE CONSTRUED AS A GUARANTEE OF THE SUCCESS OF THE VENTURES OUTLINED HEREIN.

Potential Conflicts of NOTE


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The COMPANY’s management may be or in the future become associated with or employed by other companies, which are engaged, or may become engaged, in operations similar to the operations engaged in by the COMPANY. Conflicts of NOTE between the COMPANY’s managers and officers and The COMPANY may arise by reason of such relationships.

Achievement of Investment Goals and ObjectivesAll investments in The COMPANY risk the loss of capital. While The COMPANY's management believes that its experience and relationships will moderate this risk to some degree, no representation is made that The COMPANY's projects will be successful.

Risk of LitigationThere are many risks incident to the real estate industry that may give rise to litigation. Under such circumstances, The COMPANY may be named as a defendant in a lawsuit or regulatory action.

Changes in Applicable LawThe COMPANY must comply with various legal requirements, including but not limited to requirements imposed by the state and federal securities laws. Should any of those laws change over the scheduled term of the COMPANY, the legal requirements to which the COMPANY and its Noteholders may be subject could differ materially from current requirements.

Possible Adverse Tax ConsequencesWhile The COMPANY is advised in tax matters by its accountants, the Internal Revenue Service (the "IRS") may not accept the tax positions taken by the COMPANY.

Possibility of AuditThe IRS could audit the COMPANY's information and adjustments to the COMPANY's tax returns could occur as a result. Any such adjustment could subject the Noteholders to additional tax, NOTE and penalties, as well as incremental accounting and legal expenses. In addition, an audit of the COMPANY's tax returns could lead to audits of the individual tax returns of the Noteholders, resulting in adjustments and additional tax with respect to non-corporate items.

Government RegulationThe COMPANY may be subject to regulation by county, state and federal governments, and governmental agencies. Failure to obtain regulatory approvals or delays in obtaining regulatory approvals by The COMPANY, its contractors, or other persons or entities employed by The COMPANY, could adversely affect The COMPANY's ability to complete development, marketing and/or promotion on time or at all, which could adversely impact The COMPANY's ability to generate revenues or profits. Although The COMPANY does not anticipate problems satisfying any of the regulations involved, The COMPANY cannot foresee the possibility of new regulations, which could adversely affect the business of The COMPANY. The COMPANY anticipates that all regulatory approvals required will be granted. Violations by The COMPANY and/or its contractors, and/or non-compliance with such regulations and approvals, may adversely affect The


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COMPANY's ability to complete its projects, may subject The COMPANY to fines and or other monetary penalties, and could adversely affect The COMPANY's ability to conduct its business as intended.

Indemnification of Noteholders, Officers and ManagersThe COMPANY may, within the limits of capital contributions and retained assets, hold its Noteholders, manager(s) and officers harmless against certain claims arising from corporate activities, other than losses or damages incurred by it as a result of gross negligence, fraud or bad faith. If The COMPANY were called upon to perform under its indemnification agreements, then the portion of its assets expended for such purpose would reduce the amount otherwise available for the implementation of its business model, or for payments to its Noteholders.

Uninsured LossesThe COMPANY may obtain comprehensive insurance coverage, including liability, fire and extended coverage, as is customarily obtained for businesses similar to The COMPANY. Certain types of losses of a catastrophic nature, such as losses resulting from floods, tornadoes, thunderstorms, earthquakes, and acts of terrorism are uninsurable or not economically insurable to the full extent of potential loss. Such Acts of God, work stoppages, regulatory actions or other causes, could interrupt or delay The COMPANY's development or renovation undertakings, and would adversely affect The COMPANY's business, results of operations, and profitability.

Success Dependent on Market ConditionsThe COMPANY's success is dependent on market conditions. Even if The COMPANY's services are successfully developed and marketed, The COMPANY is unable to predict how quickly, if at all, the marketplace will grow. The inability of The COMPANY's operations to achieve a significant level of acquisition opportunities and marketplace placement could force The COMPANY to cease operations.

Performance Estimates Dependent on Varying FactorsEstimates of the performance depend on many assumptions that may turn out to be inconclusive, subject to varying interpretations, or inaccurate. The process of estimating the total market is complex. It requires interpretations of available advertising and economic data for the future. Therefore, estimates of prospective opportunities are inherently imprecise. Such factors as actual opportunities, future market growth, market penetration, revenues, operating expenses, and development expenditures will vary and are beyond The COMPANY’s control, and any significant variance could materially affect the estimated value of future revenues.

Force MajeureThe real estate investing business is uniquely susceptible to unforeseen delays or failures that are caused by market trends and related circumstances. These factors are outside and beyond the control of The COMPANY and may render it impossible to complete production of its project. The delay or failure to render certain services may be due to any act of God, fire, war, terrorism, flood, strike, labor dispute, disaster, transportation or laboratory difficulties or any similar or dissimilar event beyond the control of The COMPANY. Neither The COMPANY nor its management shall be held liable to any Member in the event of such failure. The COMPANY will endeavor to prospectively cure such failure immediately following the expiration of such Force Majeure event should such event occur.


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Unanticipated Obstacles to Execution of the Business Plan The COMPANY’s business plan may change significantly. Many of The COMPANY’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that The COMPANY’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of The COMPANY’s principals and advisors. Management reserves the right to make significant modifications to The COMPANY’s stated strategies depending on future events.

Future Capital Needs; Uncertainty of Additional FundingThe COMPANY currently anticipates that the net proceeds of the Offering will be sufficient to meet its development and marketing efforts and other working capital requirements through the first stages of its business development plan. Future capital may be required to expand where logistical hurdles will need to be overcome. The COMPANY believes that it can fund the majority of the planned expansion through retained earnings, but there is no guarantee that additional funding will not be needed. Therefore, The COMPANY may need to raise additional funds to sustain and expand its sales, marketing research and development activities, particularly if a well-financed competitor emerges or if there is a major shift in marketplace. Adequate funds may not be available on terms favorable to The COMPANY, if at all, to deal with such issues.

The market for The COMPANY’s acquisition plans is competitive. The COMPANY’s future success will depend on its ability to adapt to rapidly changing industry developments and evolving demands of the marketplace.

Some of The COMPANY’s competitors have:

* longer operating histories;

* larger customer bases;

* greater name recognition and longer relationships with clients; and

* significantly greater financial, technical, marketing, public relations and managerial resources than The COMPANY.

Competitors may develop or offer products and services that provide significant performance, price or other advantages over the services offered by The COMPANY. If The COMPANY fails to gain market Note or loses existing market Note, its financial condition, operating results and business could be adversely affected and the value of the investment in The COMPANY could be reduced significantly. The COMPANY may not have the financial resources, marketing, or support capabilities to compete successfully.

Management Discretion as to Use of Proceeds The net proceeds from this Offering will be used for the purposes described herein. The COMPANY will also allocate, on a pro rata basis, up to 30% of earned Company net profits to each Note Holder. The COMPANY reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best


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interests of The COMPANY 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 NOTES offered hereby will be entrusting their funds to The COMPANY’s Management, upon whose judgment and discretion the investors must depend.

Long Term Nature of Investment An investment in the NOTES may be long term and illiquid. As discussed above, the offer and sale of the NOTES will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration that depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the NOTES for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of NOTES 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.

Exit Strategies/Cash Distribution/Acquisition The primary objective for The COMPANY is to build an exceptional operating business with strong underlying fundamentals, building a consistent flow of revenues. Once this is accomplished, in addition to the revenue payouts, options may be available to create liquidity for its owners, including, selling the entire COMPANY.

Litigation and Administrative ProceedingsThe COMPANY is not currently involved in any litigation or administrative proceeding believed to be material to the development of The COMPANY's business objectives or the Offering.

Potential Future ProjectsManagement may serve in the future as an officer, director or investor in other entities. Neither The COMPANY would have any interest in these projects. Management and its affiliates believe that they have sufficient resources to fully discharge their responsibilities to all projects they have organized or will organize in the future, if any. Management will devote only so much of its time to the business of The COMPANY as in its judgment is reasonably required.

Borrowing of MoneyThe COMPANY foresees the need to borrow funds for any legitimate purpose, and is therefore allowed to do so as it sees fit.

Competition and Constant Change in the MarketplaceThe COMPANY is in a highly competitive business and will face competition from other competitors within the industry as well as companies in other areas related to the industry. Some of these competitors have significantly greater financial and other resources than The COMPANY. The real estate industry is continuing to undergo significant changes, primarily due to new technological developments and economic conditions. While these developments may result in


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additional revenue streams for the COMPANY, they may also result in new and difficult risks. Due to shifting options and the general economic conditions, it is impossible to predict or estimate the overall effect these factors may have on the potential revenues from and profitability of the COMPANY.

NO PROSPECTIVE MARKET PROSPECTIVE INVESTORS ARE REMINDED THAT THERE IS PRESENTLY NO PUBLIC MARKET FOR THE COMPANY'SNOTES AND NO MARKET IS EXPECTED TO DEVELOP FROM THIS PLACEMENT, NOR IS THERE ANY ASSURANCE THAT ONE WILL EVER DEVELOP. THE TRANSFERABILITY OF THE COMPANYNOTES IS RESTRICTED UNDER FEDERAL AND STATE SECURITIES LAWS. THE COMPANY MAY NOT BECOME A PUBLICLY TRADED CORPORATION AND, EVEN IF IT DOES, THE TRANSFERABILITY OF THE COMPANYNOTES WOULD BE SUBJECT TO THE CONDITIONS OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONSEQUENTLY, INVESTORS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT IN THE COMPANY IF SUCH LIQUIDATION SHOULD BECOME NECESSARY OR DESIRED.THE FOREGOING SPECIAL CONSIDERATIONS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THIS OFFERING. PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE MEMORANDUM BEFORE DETERMINING TO INVEST IN THE COMPANY.

RISK FACTORS INHERENT IN THE REAL ESTATE INDUSTRY

THE FOLLOWING RISK FACTORS UNIQUE TO THE REAL ESTATE INDUSTRY SHOULD BE CAREFULLY CONSIDERED IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.

Next Level Investments anticipates that there will be a sizable amount of competition from both single owner investment firms to large construction companies that are seeking to establish positions in the same targeted markets. Given the demand and the highly disciplined approach of the Company, Management believes the Company will compete favorably.

MANAGEMENT

Jaren Duncan Pollard (Jae), Owner, has more than 10 years of experience in sales, real estate and customer service. Following his formal education, Jae embarked upon a sales career which has been extremely profitable for him. He transferred his skill set to the real estate industry and continues with his upward mobility. Through his experience, he will be able to bring the operation of the business to profitability within the next 15 months of operations.

Agnes Duncan, a licensed real estate agent has more than 20 years of experience. In addition is selling the properties, she will be the chief financial officer. Agnes received her Master in


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Business Administration and utilized her education for more than 30 years at NJ Transit Rail Operation. She simultaneously pursed the real estate industry and is very familiar with the New Jersey market. She is a valuable asset to the team.

Letti Latney, Property Acquisition Manager, . She received her undergraduate degree in education and furthered her education in computer technology and website design. Her expertise is vital to our marketing strategies. Additionally, Letti, has numerous years of experience in management, sales and customer service.Marcos Garcia, General Contractor with over 15 years of experience in home construction and improvements projects. He will evaluate and estimate repairs and oversee and manage multiple home improvement projects.

FINANCIAL MANAGEMENT

The accounting firm of ____________________________ or another firm to be named will serve as accountants to The COMPANY and audit our financial statements. It will provide statements that will be available on the Internet, issue checks, complete transfers to investors and provide hard copy statements upon request. All allocations shall be made at such time and in such amounts as determined by the Manager in his discretion. There shall be no limitations on the payment of earnings to investors, until such time as complete repayment of the initial investment has been effected.

INDEMNIFICATION OF NOTE HOLDERS AND MANAGERS

To the fullest extent permitted by the State of Nevada law the management of The COMPANY shall not be personally liable in monetary damages to either The COMPANY or its Noteholders for breaches of their fiduciary duty as managers, and further provide that to the fullest extent permitted by the State of Nevada law, the COMPANY may indemnify officers, directors, managers, and agents of The COMPANY against monetary damages for breach of their duty to The COMPANY or its Noteholders.

DESCRIPTION OF SECURITIES

The following description of the Securities is qualified in its entirety by reference to The Note, which is attached hereto as Exhibit B. The COMPANY may have more than one class of shares, and Noteholders may have rights or preferences in addition to or different from other Noteholders. As of the date of this Memorandum, the COMPANY has issued ZERO (0)NOTES to its existing Noteholders.

RESTRICTED SECURITIES AND LIMITATIONS ON TRANSFERABILITY

No present market exists for the Securities offered pursuant to this Offering. The Securities have not been registered for sale under the Securities Act or registered or qualified under the securities laws of any state, in reliance upon available exemptions from such registration and qualification requirements. The exemptions from registration and/or qualification relied upon by The COMPANY for this Offering may be dependent, in part, upon the "investment intent" of the


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investor and would not be available if any investor was acquiring the securities with a view to further sale or distribution. Accordingly, each investor when executing a Subscription Agreement for the NOTES will be required to represent, among other things, that the purchase is for investment, for such investor's own account, and without any view to the sale or distribution thereof. The Securities cannot be resold unless they are subsequently registered and/or qualified, or there are available exemptions from such registration and/or qualification requirements. A restrictive legend will be placed on all certificates representing The COMPANY NOTES to insure the effectiveness of these restrictions. The COMPANY reserves the right to require an opinion of legal counsel satisfactory to it regarding the availability of resale exemptions to be provided by a proposed seller of such securities.

INVESTORS CONTEMPLATING A PURCHASE OF THE SECURITIES OFFERED HEREBY SHOULD SEEK THEIR OWN INDEPENDENT LEGAL ADVICE REGARDING THE EFFECT OF THESE RESTRICTIONS AND INVESTMENT REPRESENTATIONS.

CORPORATE CAPITALIZATION Principal NoteholdersThe following table sets forth, as of the date of completion of this Offering, the legal and/or beneficial ownership of management and of any person or group known to hold more than 5% of the outstanding NOTES. The fourth column indicates percentage ownership assuming that the Offering is fully subscribed, and includes the unallocated NOTES of The COMPANY.

Name of Owner Number of NOTES % Prior to Offering % After offering Jaren Pollard 200 50% 50% Agnes Duncan 200 50% 50% FEES, EXPENSES AND OTHER CHARGES

The entire proceeds from the sale of the NOTES will be and will continue to be available to The COMPANY. The COMPANY will pay all expenses of the COMPANY including without limitation, fees and commissions, taxes, legal and accounting fees and expenses, insurance premiums, NOTE charges, litigation and other extraordinary or nonrecurring expenses. CERTAIN INCOME TAX CONSEQUENCES

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR ACCOUNTANTS AND/OR TAX ADVISORS WITH RESPECT TO POSSIBLE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY.

TERMS OF THE OFFERING

NEXT LEVEL INVESTMENTS is a state of NEVADA corporation offering up to FOUR HUNDRED (400)NOTES of NOTES of The COMPANY (the "Securities"), at a purchase price per Note of Twenty Thousand Dollars ($20,000.00) per Note to Investors. The sales price of The COMPANY NOTES has been arbitrarily determined by The COMPANY and does not necessarily bear any relationship to The COMPANY's book value, assets, past operating results, financial condition, generally accepted accounting principles, or any other established criteria of value.


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As determined by the COMPANY NOTES will be sold through the COMPANY’s management and may be sold through a broker-dealer who is a member of the National Association of Securities Dealers, The COMPANY The broker-dealer participating in the offering may receive a commission up to six percent (6%) of the gross proceeds plus non-accountable expense items and due diligence fees which may also be based on gross proceeds from the NOTES sold by such broker-dealer, and may, at the COMPANY's discretion, be indemnified by the COMPANY against certain civil liabilities, including liabilities arising under the Securities Act, as amended.

SUMMARY OF ESTIMATED USE OF PROCEEDS

Property Acquisition 5,750,000Renovation and carrying cost 1,640,000Marketing 180,000Insurance 80,000Contingency 350,000Total Cost 8,000,000

A detailed Pro Forma projection of the uses of capital and returns may be found in Exhibit C.


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SUITABILITY STANDARDS

Investment in the securities of the COMPANY involves substantial risk. There will be no public market for the securities. Also, sale or other disposition requires prior written consent of the COMPANY until and such securities become registered under the federal and state securities laws. To the extent they do not become registered under the federal and state securities laws, the securities cannot be transferred unless they comply with one of the federal exemptions that permit the transfer of restricted securities and with the appropriate state securities laws. Accordingly, investment in the securities referred to in this memorandum is suitable only for person of adequate financial means who have no need for liquidity with respect to their investment and who are capable of suffering a loss of their entire investment in any securities purchased.

A suitable investor is one who meets the conditions set forth above and whom The COMPANY immediately prior to sale and upon making reasonable inquiry, shall have reasonable grounds to believe, and does believe:

1) Is an accredited investor within the meaning of Regulation D promulgated under the Securities Act.

2) Is acquiring The COMPANY NOTES for investment and not with a view to resale ordistribution;

3) Can bear any economic risk incident to holding the Securities;

4) Recognizes the restrictions on transferability of the securities, has adequate means of providing for his current financial needs and possible personal contingencies, has no need for liquidity of this investment and has no reason to anticipate any change in his personal circumstances, financial or otherwise, which might cause him to attempt to resell or transfer his securities.

5) Is familiar with the nature and risks attending investments in privately offered securities, and has determined that the purchase of the securities is consistent with his forecasted income and investment objectives;

6) Is aware that no trading market for his securities is likely to exist at any time and that his securities will at no time be freely transferable unless the NOTES are registered pursuant to federal securities laws; and,


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7) Satisfies the applicable state law suitability requirements of the state of the investor's residence.

Each investor will also be required to represent that he has been furnished, has carefully read and has relied solely on the information contained in this Memorandum, including all exhibits, amendments and supplements hereto.

Further, NOTES will be offered for sale only to persons who The COMPANY has reasonable grounds to believe are qualified investors. The COMPANY will request that prospective investors or their Purchaser Representative(s) complete a questionnaire and may require that such persons furnish other information.

Securities will be sold to "accredited investors" as that term is defined in 17 CFR section 230.501(a). Among the categories of persons who are defined as accredited investors in 17 CFR section 230.501(a) are the following: natural persons who have a personal net worth or joint net worth with a spouse (including homes, furnishings and automobiles) in excess of $1,000,000; or natural persons who have had an annual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expect an income of the same level in the current year. Corporations, partnerships, trusts and other entities may be deemed accredited investors if all of their equity holders are accredited investors.

As used in this Memorandum, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purpose of the foregoing, the principal residence of the investor must be valued at cost, including the cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income, an investor should add to the investor's adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any corporation, deductions claimed for depletion, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at gross income.

The suitability standards referred to above represent minimum suitability requirements for prospective purchasers, and the satisfaction of such standards by a prospective purchaser does not necessarily mean that The COMPANY NOTES are a suitable investment for such person. The COMPANY, in circumstances it deems appropriate, may modify such requirements.

The above-described representations from prospective investors will be reviewed to determine the suitability of The COMPANY NOTES of prospective investors, and The COMPANY will have the right to refuse a subscription for The COMPANY’s NOTES if, in its discretion, it believes the prospective investor does no meet the applicable suitability standards or The COMPANY NOTES are otherwise an unsuitable investment for the prospective investor. Subscriptions will not necessarily be accepted in the order received by The COMPANY.

SUBSCRIPTION PROCEDURES

In order to subscribe for the NOTES offered hereby, each prospective investor will be required to deliver to The COMPANY a check payable to "NEXT LEVEL INVESTMENTS INC.", Attn:


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Jaren Duncan Pollard, in the amount equivalent to the purchase of the appropriate number of NOTES. In addition, the prospective investor must complete, execute, and deliver to The COMPANY a dated and fully executed Subscription Agreement and Note. The Subscription Agreement sets forth the terms and conditions of an investment in The COMPANY. In addition, the Subscription Agreement contains representations and warranties of the prospective investor that will be relied upon by The COMPANY to comply with its obligations under the applicable securities laws. Therefore, care should be taken in reading and completing the Subscription Agreement to insure accuracy and completeness. Wire transfer of funds is an acceptable alternative to the delivery of a check. However, wire transfer instructions will be forwarded to the investor only after (I) the Subscription and Note have been received, reviewed, and accepted by Management, and (II) the corporation has been registered under the “blue sky” provisions of the domicile state of the investor.

If the prospective investor is subscribing for the NOTES offered by The COMPANY on behalf of an entity (i.e., other than an individual), the investor shall supply The COMPANY with a properly executed instrument authorizing the purchase by the agent on behalf of the entity.

Subscription Agreements are not binding upon The COMPANY until accepted by The COMPANY, which reserves the right to reject, in whole or in part, in its sole discretion, the Investor or the number NOTES for which the Investor has subscribed. If The COMPANY rejects all or a portion of any subscription, The COMPANY will promptly mail to the subscriber a check for all, or the appropriate portion of, the amount submitted with such subscriber's subscription.

This Memorandum does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed herein, all of which must be read, in their entirety, for a complete description of the terms relating to an investment in The COMPANY. This Memorandum is intended only to be a summary of the more significant features of investing in The COMPANY and is qualified by the provisions of The COMPANY's Subscription Agreement, The Note, and other documents prepared by The COMPANY.

Prospective investors have a right to inquire about and request and receive any additional information they may deem appropriate or necessary to further evaluate this offering and to make an investment decision. Representatives of The COMPANY may prepare written responses to such inquiries or requests if the information requested is available. The use of any oral representations or any written documents other than those prepared and expressly authorized by The COMPANY in connection with this offering are not to be relied upon by any prospective investor. Please contact The COMPANY directly if you have any questions or require additional information.

The information or representations contained herein may be relied upon as having been authorized by the COMPANY. The information presented is as of the date on the cover hereof unless another date is specified, and neither the delivery of this memorandum nor any sale hereunder shall create any implication that there has been no change in the information presented subsequent to such date.


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SUBSCRIPTION AGREEMENT

Print Name of Subscriber:______________

Amount Loaned: $_______________

Number of Notes: _______________

NEXT LEVEL INVESTMENTS, INCSUBSCRIPTION DOCUMENTS

OFFERING OF A MINIMUM OF ONE (1) AND A MAXIMUM OF FOUR HUNDRED (400) SECURED PROMISSORY NOTES

TWENTY THOUSAND ($20,000) DOLLARS PER NOTE, payable at 5% simple interest, quarterly disbursement, 36 month term.

December 23, 2014

_______________________________________

SUBSCRIPTION INSTRUCTIONS(please read carefully)

_______________________________________


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Each subscriber for the Secured Promissory Notes, Twenty Thousand ($20,000) Dollars per Note (the “Notes”) of Next Level Investments, Inc. , a Nevada Corporation (“the Company”), must complete and execute the Subscription Documents in accordance with the instructions set forth below. The completed documents should be sent to :

NEXT LEVEL INVESTMENTS INC. 149 Willowbrook Ave. North Brunswick, NJ 08902

Payment for the Securities should be made by check payable to the Company and enclosed with the documents as directed in Section III below.

I. These Subscription Documents contain all of the materials necessary for you to purchase the Notes. This material is arranged in the following order:

Subscription Agreement Promissory Note Confidential Prospective Purchaser’s Questionnaire

II. All investors must complete in detail, date, initial, and sign the Subscription Documents where appropriate. All applicable sections must be filled in.

III Payment for the Notes must be made by check as provided below:

Please make your check payable, in the appropriate amount, for the number of Notes purchased (at Twenty Thousand ($20,000) per Note), to “Next Level Investments, Inc. ”. Your check should be enclosed with your signed subscription documents.

All funds received from subscribers will be placed in a segregated Holding Account of the Company. Once the minimum offering amount has been reached the funds will be transferred to the Company’s operating account and will be available for use.

IV SPECIAL INSTRUCTIONS

FOR CORPORATIONS. Include copy of Board resolution designating the corporate officer authorized to sign on behalf of the corporation, a Board resolution authorizing the investment, and financial statements.

FOR PARTNERSHIPS. Provide a complete copy of the partnership agreement, questionnaire, and financial statements for each General Partner.


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FOR TRUSTS. Provide a complete copy of the instruments or agreements creating the trust, as amended to date.



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EXHIBIT A TO PRIVATE PLACEMENT MEMORANDUM

Subscription Agreement

To: NEXT LEVEL INVESTMENTS INC.

149 Willowbrook Ave. North Brunswick, NJ 08902

Gentlemen:

1. Subscription. The undersigned hereby subscribes for ______ Notes of Next Level Investments, Inc. (the “Company”), a Nevada Limited liability company, and agrees to loan to the Company Twenty Thousand($20,000) Dollars per Note for an aggregate loan of $________ (the “Loan Amount”) upon the terms and subject to the conditions (a) set forth herein, and (b) described in the Confidential Private Placement Memorandum (“Private Placement Memorandum”) dated December 23, 2014 together with all exhibits thereto and materials included therewith, and all supplements, if any, related to this offering. The minimum loan is Twenty Thousand($20,000) Dollars, but the Company has the discretion to offer fractional Notes for loans less than the minimum.

2. Note Offering. The Company is offering a minimum of One (1) and up to a maximum of Four Hundred (400) Notes at Twenty Thousand ($20,000) Dollars per Note, with a minimum subscription of one (1) Note (the “Offering”). The minimum aggregate loan to the Company will be Twenty Thousand ($20,000) Dollars and the maximum aggregate loan to the Company from this Offering will be Eight Million ($8,000,000) Dollars. The Offering is being made to a limited number of investors pursuant to an exemption available under the Securities Act of 1933 (the “Act”), specifically Rule 504 promulgated under Regulation D, and under certain other laws, including the securities law of certain states.

3. Documents to be Delivered. The undersigned is delivering to the Company executed copies of this Subscription Agreement (the “Agreement”), the Note(s), Offeree Questionnaire, and all other applicable exhibits and documents (the “Subscription Documents”). The Subscription Documents should be delivered to Next Level Investments, Inc. , at 149 Willowbrook Ave. North Brunswick, NJ 08902. The undersigned understands and agrees that he or it will not become a “Holder” of the Note(s) and the Company shall not become a “Maker” of the Note(s) unless and until the Agreement and Note(s) are executed by the Company.


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4. Making of Loan Amount. The undersigned, simultaneously with the delivery of the Subscription Documents to the Company, hereby tenders to the Company the Loan Amount by check made payable to the order of Next Level Investments, Inc. in the amount indicated above.

5. Acceptance or Rejection of Subscription. The undersigned understands and agrees that the Company reserves the right, exercisable in its sole discretion, to accept or reject any subscription, in whole or in part, for any reason and that the undersigned will be notified by the Company as promptly as practicable as to whether his or its subscription has been accepted or rejected. If the undersigned's subscription is accepted, in whole or in part, by the Company, the Company will execute this Agreement and the Note(s) and return them to the undersigned. If this subscription is rejected by the Company, either in whole or in part, all funds, in the case of a rejection of the subscription in whole, or those funds representing the amount of the subscription not accepted by the Company, in the case of a rejection of the subscription in part, will be returned to the undersigned as promptly as practicable. If this subscription is rejected in whole by the Company, this Agreement shall be null, void and of no effect. The undersigned does not have the right to withdraw or revoke his or its subscription during the Offering period, except as provided by certain state laws, except that if more than thirty (30) days shall have passed from the date the Company received completed and executed Subscription Documents and the Loan Amount from the undersigned (the “Acceptance Period”), and the Company has not accepted the subscription during the Acceptance Period, the undersigned may withdraw his or its subscription at any time after the Acceptance Period up until such time that the Company subsequently decides, in its sole discretion, to accept the subscription in whole or in part.

6. Offering Period. The Company may close in whole or in part or terminate this Offering under any of the following conditions:

1. Upon reaching the minimum offering amount of Twenty Thousand ($20,000) Dollars

2. Upon receipt of the maximum Offering subscription amount of Eight Million ($8,000,000) Dollars

3. Notwithstanding the above, this offer shall terminate one (1) year from the date of this Private Placement Memorandum; or on such later date not exceeding thirty (30) days thereafter to which the Company, in its sole discretion, may extend this Offering.


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7. Closing of the Loan. The Note(s) subscribed for herein shall not be deemed made by the Company or held by the undersigned until this Agreement and the Note(s) have been countersigned by the Company, and until the funds delivered by the undersigned to the Company with the Subscription Documents have been deposited in the Holding Account and have been cleared by the applicable bank of the Company (the “Effective Date”). Upon the Effective Date, (a) the undersigned shall have loaned to the Company the Loan Amount, (b) the undersigned shall become the Holder and the Company shall become the Maker of the Note(s) subscribed for by the undersigned, and (c) both the undersigned and the Company shall be bound by the terms of the Private Placement Memorandum and the Subscription Documents and any other undertakings described herein.

8. Representations and Warranties.

(a) The Company hereby represents and warrants as follows:

(i) The Company is a Limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted;

(ii) This Agreement constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditor’s rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies under or by virtue of this Agreement). The Company has all requisite power and authority, corporate and other, to execute and deliver this Agreement and the Note(s) and to consummate the transactions contemplated hereby. All persons who have executed this Agreement and the Note(s) on behalf of the Company have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement and the Note(s) nor the consummation of the transactions contemplated hereby will (A) violate any provision of the Certificate of Incorporation or Operating Agreement of the Company, as currently in effect; (B) violate any judgment, order, injunction, decree or award against, or binding upon, the Company or the securities, assets, properties, operations or business of the Company; or (C) violate any law or regulation applicable to the Company or to the securities, assets, properties, operations or business of the Company.


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(b) In order to induce the Company to accept the subscription made hereby, the undersigned hereby represents and warrants to the Company as follows:

(i) The undersigned has received the Private Placement Memorandum and the Subscription Documents. The undersigned has read and understands the Private Placement Memorandum and Subscription Documents and the information contained in those documents concerning the Company and this Offering or has caused his or its representative to read and examine the Private Placement Memorandum and Subscription Documents. The undersigned has relied only on the information about the Company contained in these documents and his or its own independent investigation in making his or its subscription. The undersigned understands that the Notes will be issued with the rights and subject to the conditions described in the Private Placement Memorandum and Subscription Documents;

(ii) The undersigned is familiar with the terms and conditions of the Offering and is aware that his or its investment involves a degree of risk and the undersigned has read the section in the Private Placement Memorandum titled “Risk Factors.”

(iii) The undersigned hereby specifically accepts and adopts each and every provision of this Agreement and acknowledges and agrees with each and every provision of this Agreement and, upon acceptance by the Company of the subscription made hereby, agrees to be bound by such provisions.

(iv) The undersigned acknowledges and is aware that there is no assurance as to the future performance of the Company.

(v) The undersigned, if an individual (A) has reached the age of majority in the state in which he resides and (B) is a bona fide resident and domiciliary (not a temporary or transient resident) of the state set forth below his signature on the signature page hereof and has no present intention of becoming a resident of any other state or jurisdiction. The undersigned, if a partnership, corporation, limited liability company, trust or other entity, was organized or incorporated under the laws of the jurisdiction set forth below the signature made on its behalf on the signature page hereof and has no present intention of altering the jurisdiction of its organization, formation or incorporation.

(vi) The undersigned has the financial ability to bear the economic risk of an investment in the Offering, has adequate means of providing for his or its current needs and personal contingencies, has no need for liquidity in the Note(s) and could afford a complete loss of his or its investment in the Offering.

(vii) The undersigned represents and warrants to the Company that he or it comes within one of the categories of investors as defined in Exhibit 1 hereto (please indicate by providing your initials next to the appropriate category in which the undersigned is


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included, and if the undersigned is an Accredited Investor, check the appropriate category of Accredited Investors in which the undersigned is an entity).

(viii) The undersigned has been given the opportunity to review the merits of an investment in the Offering with tax and legal counsel or with an investment advisor to the extent the undersigned deemed advisable.

(ix) The undersigned's overall commitment to invest in the Note(s), which are not readily marketable, is not disproportionate to his or its net worth and his or its investment in the Offering will not cause such overall commitment to become excessive.

(x) The undersigned has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of an investment in the Offering.

(xi) The undersigned has been given a full opportunity to ask questions of and to receive (A) answers from the Company and its Managers concerning the terms and conditions of this Offering and the business of the Company and (B) such other information as he or it desired in order to evaluate an investment in the Offering, and all such questions have been answered to the full satisfaction of the undersigned. No oral or written representations have been made or oral or written information furnished to the undersigned or the undersigned's advisors in connection with the Offering or interests that were in any way inconsistent with this Subscription Agreement. The undersigned is not participating in the Offering as a result of or subsequent to: (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(xii) If the undersigned is a corporation, limited liability company, partnership, trust or other entity, it is authorized and qualified to make this loan to the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

(xiii) If the undersigned is a corporation, limited liability company or partnership, the person signing this Agreement on its behalf hereby represents and warrants that the information contained in this Agreement completed by any shareholders of such corporation, members of such limited liability company or partners of such partnership is true and correct with respect to such shareholder, member or partner (and if any such shareholder is itself a corporation, limited liability company or partnership, with respect to all persons having an equity interest in such corporation, limited liability company or partnership, whether directly or indirectly) and that the person signing this Agreement has made due inquiry to determine the truthfulness and accuracy of the information contained in this Agreement.


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(xiv) The purchase of the Note(s) by the undersigned has been duly authorized, and the execution, delivery and performance of this Agreement does not conflict with the undersigned's partnership agreement, certificate of incorporation, by-laws, articles of organization, operating agreement or any agreement to which the undersigned is a party and this Agreement is a valid and binding agreement enforceable against the undersigned in accordance with its terms.

(xv) The undersigned hereby represents that he or it is subscribing for the Notes as principal or as trustee, solely for the account of the undersigned, for investment purposes only and not with a view to, or for, subdivision, resale, distribution, or fractionalization thereof, in whole or in part, or for the account, in whole or in part, of others, and, except as disclosed herein, no other person has a direct or indirect beneficial interest in the Note(s). The undersigned will hold the Note(s) as an investment and has no reason to anticipate any change in circumstances or other particular occasion or event, which would cause the undersigned to attempt to sell any of the Note(s).

(xvi) The undersigned acknowledges his or its understanding that (A) the Offering of the Note(s) by the Company has not been registered under the Act, as amended, or the securities laws of certain states in reliance on specific exemptions from registration, (B) the Confidential Memorandum and Subscription Documents have not been filed with or reviewed by the Securities and Exchange Commission or the securities department of any state and no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Company, and (C) the Offering of the Note(s) by the Company is intended to be exempt from registration pursuant to Section 4 (2) of the Act and the rules promulgated thereunder by the Securities and Exchange Commission, and that the undersigned’s Note(s) cannot be sold, pledged, assigned or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available.

(xvii) The undersigned represents and warrants that he or it will not transfer or convey all or part of his or its financial interest in the Note(s) unless such Note(s) are subsequently registered under the Act, or an exemption from such registration is available and without (A) the prior written consent of the Company and (B) an opinion of counsel acceptable to the Company and its counsel to the effect that the Note(s) may be transferred without violation of the registration requirements of the Act or any applicable state securities laws, as may be amended from time to time. The undersigned further acknowledges that there can be no assurance that the Company will file any registration statement for the Note(s) for which the undersigned is subscribing, that such registration statement, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until the undersigned sells the Note(s) registered thereon.

(xviii) The undersigned understands that this Agreement is subject to the Company’s acceptance and may be rejected by the Company at any time in its sole discretion


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in whole or any part prior to issuance of the Note(s) with respect to the undersigned’s subscription, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned’s subscription. The Company reserves the right to withdraw the Offering at any time.

(xix) The undersigned acknowledges that this Agreement shall become binding upon the undersigned when it is countersigned by the Company and the undersigned is not entitled to cancel, terminate, or revoke this subscription before or after acceptance by the Company, except as otherwise provided in this Agreement.

(xx) All information provided by the undersigned in the Investor Questionnaire and Investor Representative Questionnaire (if applicable) which accompanies this Agreement is true and accurate in all respects, and the undersigned acknowledges that the Company will be relying on such information to its possible detriment in deciding whether the Company can make these Note(s) to the undersigned without giving rise to the loss of an exemption from registration under the applicable securities laws.

9. Foreign Person. If the undersigned has indicated on the signature page of this Agreement that he, she or it is a foreign person, he, she or it agrees to notify the Company in writing within sixty (60) days of becoming a nonresident alien, foreign corporation, foreign partnership, foreign trust, foreign estate or other foreign entity, as the case may be.

10. Indemnity. The undersigned agrees to indemnify and hold harmless the Company, its managers, members, agents, attorneys and affiliates and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in this Agreement or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

11. Notice. All notices in connection with this Agreement shall be in writing and personally delivered or delivered via overnight mail, with written receipt therefor, or sent by certified mail, return receipt requested, to each of the parties hereto at their addresses set forth above (or such other address as may hereafter be designated by either party in writing in accordance with this Section 11) with a copy, in the case of notice to the Company, to Next Level Investments, Inc. , at 149 Willowbrook Ave. North Brunswick, NJ 08902. Such notice shall be effective upon personal or overnight delivery or five (5) days after mailing by certified mail.


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12. Miscellaneous.

(a) This Agreement is not assignable by the undersigned. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and, subject to the above limitation, their assigns, and shall not be enforceable by any third party.

(b) This Agreement shall be deemed to have been made in the State of Nevada and any and all performance hereunder, or breach thereof, shall be interpreted and construed pursuant to the laws of the State of Nevada without regard to conflict of laws rules applied in State of Nevada. The parties hereto hereby consent to personal jurisdiction and venue exclusively in the State of Nevada with respect to any action or proceeding brought with respect to this Agreement.

(c) This Agreement contains all oral and written agreements, representations and arrangements between the parties with respect to its subject matter, and no representations or warranties are made or implied, except as specifically set forth herein. No modification, waiver or amendment of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties to this Agreement.

(d) No waiver of any breach of any terms of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall be construed as a waiver of any subsequent breach of that term or of any other term of the same or different nature.

(e) If any provision or portion of this Agreement or the application thereof to any person or party or circumstances shall be invalid or unenforceable under applicable law, such event shall not affect, impair, or render invalid or unenforceable the remainder of this Agreement.

(f) Each of the parties hereto shall cooperate and take such actions, and execute such other documents, at the execution hereof or subsequently, as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned, by his or its execution hereof, agrees to be bound by this Agreement.

Executed this _______ day of __________________ , 2014, at ___________________ (City) , ______________________________ (State).


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If the Investor is an INDIVIDUAL, complete the following:

The undersigned (circle one): [is] [is not] a citizen or resident of the

United States.

Print Name of Individual: Print Name of Spouse if Funds are to be invested in Joint Name or are Community Property:

Print Social Security Number

of Individual:

Print Social Security Number of Spouse

Signature of Individual Signature of Spouse if Funds are to be Invested in Joint Name or are Community Property

Print Address of Residence: Print Telephone Number:( )

The investor is PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY, complete the following:

The undersigned (circle one) [is] [is not] a foreign partnership, foreign corporation, trust or foreign estate (as defined in the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder).

Print Name of Partnership, Corporation, Trust or Entity:

Title of Authorized Representative

Signature of Authorized Print Jurisdiction of Organization or Incorporation


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Representative

Print Name of Authorized Representative

Print Federal Tax Identification Number

Print Address of Residence: Print Telephone Number:( )

ACCEPTANCEThe terms of the foregoing, including the subscription described therein, are agreed to and accepted on this ____ day of ____________, 2014_.

NEXT LEVEL INVESTMENTS, INC.

By: ___________________________________


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EXHIBIT B TO PRIVATE PLACEMENT MEMORANDUM

NEXT LEVEL INVESTMENTS, INC

PROMISSORY NOTE

THE HOLDER OF THIS PROMISSORY NOTE HAS AGREED TO PROVIDE FUNDS TO THE COMPANY FOR THE HOLDER’S OWN ACCOUNT, NOT AS NOMINEE OR AGENT FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE, IN CONNECTION THEREWITH, OR FOR ANY DISTRIBUTION OR PUBLIC OFFERING WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED OR THE STATE OF NEVADA SECURITIES LAWS. THE HOLDER COVENANTS THAT IN NO EVENT WILL IT SELL, TRANSFER OR OTHERWISE DISPOSE OF ANY OF THE THIS PROMISSORY NOTE OTHER THAN WITH THE MAKER’S EXPRESS AUTHORIZATION OR IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE STATE OF NEVADA SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM.THIS PROMISSORY NOTE is made this __ day of _____________ 20__, by and among NEXT LEVEL INVESTMENTS, INC. (hereinafter, known as "MAKER") and ________________________ (hereinafter, known as "HOLDER"). MAKER and HOLDER shall collectively be known herein as "the Parties". In determining the rights and duties of the Parties under this Promissory Note, the entire document must be read as a whole.

FOR VALUE RECEIVED, the MAKER shall pay to the HOLDER the principal amount of TWENTY THOUSAND DOLLARS on or before the three (3)-year anniversary date of this Promissory Note, together with interest at the rate of FIVE PER CENT ( 5 %), payable each calendar on or before each calendar quarter.

Place of Payment: Payments hereunder shall be made to an account and in the form designated by HOLDER.

Prepayment: MAKER may prepay this Note in full or in part at any time without premium or penalty.

Security: This is an Secured Corporate Promissory secured by Real Property and/or other assets held by the Company.

Default: If the Maker fails to make timely interest payments within thirty (30) days of the due date for such interest, fails to pay the principal when due, or terminates existence, the Holder may, by written notice to the Maker, declare the unpaid principal amount and all accrued interest of the Note immediately due and payable. In the event of default, the Maker agree to pay all costs and expenses incurred by the Holder, including all reasonable attorney fees (including both hourly and contingent attorney fees as permitted by law) for the collection of this Note.

Maker's Waiver: MAKER waives demand and presentment for payment, notice of non-payment, off-set, protest and notice of protest and agrees to remain fully bound until this Note is paid in full.


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Binding Effect: The terms of this Note shall be binding upon the MAKER's successors and shall accrue to the benefit and be enforceable by the Holder and its successors, legal representatives and assigns.

Non-Transferable: This Note is not a registered security under the Securities Act of 1933, as amended or the State of NEVADA securities law, and the Holder may not transfer, sell, assign this Note without the express consent of the Maker. Entire Agreement: This document sets forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings, whether oral or written, between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.

Jurisdiction: This Note shall be construed, interpreted and governed in accordance with the laws of the State of NEVADA and should any provision of this Note be judged by an appropriate court of law as invalid, it shall not affect any of the remaining provisions whatsoever.

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, MAKER affixes it signature hereto.

CORPORATION

_______________________________ BY: , Title

Dated: _____________ ____, 2014

STATE OF __________________ COUNTY OF ________________

I, the undersigned, a Notary Public authorized to administer oaths in the State of ______________, certifies that the above named signatory to this promissory note is an officer of the Maker, having appeared before me and having been first duly sworn, then declared to me that they willingly signed and executed this promissory note and that it executed such instrument as their free and voluntary act for the purposes therein expressed.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ___________________, 20__.

______________________________

Notary Public

My Commission Expires:_____________________

THE NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE Notes ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY, ASSIGNMENT AND RESALE AND MAY NOT BE TRANSFERRED, ASSIGNED OR


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RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SALE OF THE Notes HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THESE AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY, COMPLETENESS OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND IS A CRIMINAL OFFENSE.


EXHIBIT C TO PRIVATE PLACEMENT MEMORANDUM


Page | 47NEXT LEVEL INVESTMENTS, INC

Proforma Profit and Loss

Year 2015 2016 2017

Sales 28,000,000 29,400,000 30,870,000

Cost of Sales 15,400,000 16,170,000 16,978,500

SG&A 1,120,000 1,176,000 1,234,800

EBITDA 11,480,000 12,054,000 12,656,700

Taxes/Interest 4,936,400 5,183,220 5,442,381

Net Profit 6,543,600 6,870,780 7,214,319

EXHIBIT D TO PRIVATE PLACEMENT MEMORANDUM


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NEXT LEVEL INVESTMENTS, INC

Investor Suitability Questionnaire

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine whether you are an “Accredited Investor,” as defined under applicable federal and state securities laws, and otherwise meet the suitability criteria established by the Company for purchasing Notes. This questionnaire is not an offer to sell securities.

Your answers will be kept as confidential as possible. You agree, however, that this Questionnaire may be shown to such persons as the Company deems appropriate to determine your eligibility as an Accredited Investor or to ascertain your general suitability for investing in the Notes.

Please answer all questions completely and execute the signature page

A. Personal

1. Name: ___________________________________________________

2. Address of Principal Residence: _________________________________

___________________________________________ County: __________

3. Residence Telephone: (______) _____________________

4. Where are you registered to vote? ________________________________

5. Your driver’s license is issued by the following state: _________________

6. Other Residences or Contacts: Please identify any other state where you own a residence, are registered to vote, pay income taxes, hold a driver’s license or have any other contacts, and describe your connection with such state:

___________________________________________________________

___________________________________________________________

7. Please send all correspondence to:

(A)_____ Residence Address (as set forth in item A-2)


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(B)_____ Business Address (as set forth in item B-1)

8. Date of Birth: _________________________________________________

9. Citizenship: ___________________________________________________

10. Social Security or Tax I.D. #:_____________________________________

B. Occupations and Income

1. Occupation: ____________________________________________

(a) Business Address: _________________________________

__________________________________________________

(b) Business Telephone Number: (______) _________________

2. Gross income during each of the last two years exceeded:

(1)_____$25,000 (2) _____$50,000

(3)_____$100,000 (4) _____$200,000

3. Joint gross income with spouse during each of the last two years exceeded $300,000

(1)_____Yes (2) _____No

4. Estimated gross income during current year exceeds:

(1)_____$25,000 (2) _____$50,000

(3)_____$100,000 (4) _____$200,000

5. Estimated joint gross income with spouse during current year exceeds $300,000


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(1)_____Yes (2) _____No

C. Net Worth

1. Current net worth or joint net worth with spouse (note that “net worth” includes all of the assets owned by you and your spouse in excess of total liabilities, including the fair market value, less any mortgage, of your principal residence.)

(1)_____$50,000-$100,000 (2) _____$100,000-$250,000 (3) _____$250,000-$500,000

(4)_____$500,000-$750,000 (5) _____$750,000-$1,000,000 (6) _____over $1,000,000

2. Current value of liquid assets (cash, freely marketable securities, cash surrender value of life insurance policies, and other items easily convertible into cash) is sufficient to provide for current needs and possible personal contingencies:

(1)_____Yes (2) _____No

D. Affiliation with the Company

Are you a director or executive officer of the Company?

(1)_____Yes (2) _____No

E. Investment Percentage of Net Worth

If you expect to invest at least $100,000 in Notes, does your total purchase price exceed 10% of your net worth at the time of sale, or joint net worth with your spouse?

(1)_____Yes (2) _____No

F. Consistent Investment Strategy

Is this investment consistent with your overall investment strategy?

(1)_____Yes (2) _____No

G. Prospective Investor’s Representations

The information contained in this Questionnaire is true and complete, and the undersigned understands that the Company and its counsel will rely on such information for the purpose of complying with all applicable securities laws as discussed above. The


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undersigned agrees to notify the Company promptly of any change in the foregoing information which may occur prior to any purchase by the undersigned of securities from the Company.

Prospective Investor:

__________________________________ Date: ________________, 2014Signature

__________________________________Signature (of joint purchase if purchase is to bemade as joint tenants or as tenants in common)


Page | 52EXHIBIT E TO PRIVATE PLACEMENT MEMORANDUM

NEXT LEVEL INVESTMENTS, INCBUSINESS PLAN

The purpose of this business plan is to raise $8,000,000 for the development of Next Level Investments Inc. a Nevada based corporation that specializes in the acquisition of single family homes and their reinsertion into the marketplace after renovation, through resale or rental.

Next Level Investments seeks financing to facilitate the acquisition of up to 100 single family homes per year for three years, to be acquired from US federal, state and county government entities in New Jersey and other markets on a case by case basis.

I Services

The primary revenue center for the business is acquiring properties with the intent to rehab, resale and/or rent the properties to the general public. The business will generate profits from both ongoing net profits from the sale as well as rental income paid to Next Level Investments while generating capital appreciation from the long term holding of these properties. Now that the real estate market has leveled off and begun to expand, Management expects that the market will have a future growth rate of 5% to 7% per year starting in 2015.

Management projects that at least 85% of the assets acquired will be purchased and resold during the investment period, with 15% of the assets acquired held and rented at the end of the 36 months.


Page | 53Financing

Next Level Investments is seeking to raise $8,000,000 from one or more investor(s) paying five (5%) percent simple interest annually and thirty (30%) percent profit share on each house sold. The debt will be senior, secured debt.

The funds raised will be used as follows:

Financing to acquire the initial properties.Financing for the marketing of properties.Capital to rehabilitate the properties.

Mission Statement

It is the mission of the principles, to develop Next Level Investments into a premier real estate firm that will acquire, sell and rent properties profitably.

Management Team

The Company was founded in 2012 by Jaren Duncan Pollard. He has more than 10 years of experience in sales, real estate and customer service. Through his experience, he will be able to bring the operation of the business to profitability within the next 15 months of operations.

Other key managers include:

Agnes Duncan, a licensed real estate agent has more than 20 years of experience. In addition is selling the properties, she will be the chief financial officer. She has a proven track record of delivering profitable and innovative projects within cost and time constraints.

Letti Latney, serves as Property Acquisition Manager. She evaluates the feasibility of the properties, performing the necessary due diligence, while managing the office and call volume.


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Marcos Garcia, is the company’s General Contractor (DGM Contractors, LLC) with over 15 years of experience in home construction and improvements projects. He will evaluate and estimate repairs and oversee and manage multiple home improvement projects.

Peter Ciurczak, The Luz Group of Partner Realty Group has been retained as the realtor for central New Jersey. Peter’s skills and state-of-the-art web tools and marketing factors have been a tremendous asset to Next Level Investments.

Stewart Daniels, Re/max Pinnacle is a short sales specialist and has served Next Level Investments in the acquisition of properties. He has in excess of 10 years in the industry.

Lee R. Lederman, real estate attorney for Next Level Investments. He is licensed in New Jersey and New York.

The management team will be further expanded with qualified and experienced professionals and consultants as the company matures.

Sales Forecasts

Management expects a strong rate of growth commencing in 2015. Below are the expected financials over the next three years.

Proforma Profit and Loss

Year 2015 2016 2017

Sales 28,000,000 29,400,000 30,870,000

Cost of Sales 15,400,000 16,170,000 16,978,500

SG&A 1,120,000 1,176,000 1,234,800

EBITDA 11,480,000 12,054,000 12,656,700

Taxes/Interest 4,936,400 5,183,220 5,442,381


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Net Profit 6,543,600 6,870,780 7,214,319

Expansion Plan

Management expects that the business will aggressively expand during the first three years of operation. As the real estate market returns to normal conditions, Next Level Investments will be in an excellent position to recognize profits from the sale of properties. In the future, the business may seek to acquire additional capital for the acquisition of additional properties and to penetrate the commercial component of the industry.

II Company and Financing Summary

Registered Name and Corporate Structure

Next Level Investments Inc. is registered as an S-Corporation in the State of Nevada and Licensed in New Jersey.

Required Funds

At this time, Next Level Investments requires $8,000,000 of investor funds. Below is a breakdown of how the funds will be used:

Projected Cost

Property Acquisition 5,750,000

Renovation and carrying cost 1,640,000

Marketing 180,000

Insurance 80,000

Contingency 350,000


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Total Cost 8,000,000

Investor Debt

Next Level Investments intends to offer five (5%) percent annually on the initial investment , paid quarterly, and thirty (30%) percent net profit share on all sales.

Management Equity

Jaren and Agnes will retain 100% of the business once the capital is raised.

Exit Strategy

Assets will be acquired and sold on a rolling basis throughout the thirty six month investment period with the last three months defined as a divestiture period, during which the remaining assets will be sold. Management may at its discretion choose to raise additional financing in the future to capitalize on existing market opportunities.

III Real Estate Services

The direct finance and purchase and rehab of residential property is the primary business of the company. Residential real estates will provide a continuous stream of lump sum capital from sale and rental income that the Management will use for reinvestment and profit stability for the company.

Management has developed and tested a successful economic pricing strategy that will determine the fair market rate of a property based on its capitalization rate in conjunction with the market values of residential property. Residential real estate is the least risky form of real estate investing because the service offered is a necessity. Given that Next Level Investments, invests only in markets that are expected to be strong in both purchase and rental demand for


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the projected period of their fund, risk is considered by Management to be moderate.

IV Strategic and Market Analysis

Economic Outlook

Management has developed and tested an acquisition pricing method to ensure that the company continues to provide units at profit despite possible changes in the overall economic market. The Company’s two prong approach to estate – resale and rental – will allow the business to grow successfully in the rapidly changing real estate market.

More importantly, this strategy will allow the Company to offset the risk of loss on any one property so that there is a diversified balance in the Company’s real estate portfolio.

Real Estate Strategies

Next Level Investments plans to actively pursue a real state acquisition program that will focus on the purchase of up to 100 single family homes over a 12 month term, with the intent of creating a recurring stream of income. Management will use reasonable leverage to purchase these properties held.

Based on the current market conditions in any acquisition market, the Company will decide on whether to sell or to rent, taking into account market trends, ROI on the subject property and tax rates. The recurring streams of revenue generated from the resale and rental of the residential property will allow the Company to continually recognize revenue despite changes in the real estate market. Given that all properties will be acquired at a discount of 35 to 50% of current value at the time of acquisition, the Company will be well positioned to support debt service throughout the investment period and to reap profits in


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either a resale or rental scenario. Further, where possible the Company will divest of these properties so as to apply capital gain tax rates.

Customer Profile

The typical customer profile that the Company envisions for its resale activity are first time home buyers and dislocated homeowners who lost their homes in the economic downturn and are looking to buy again a downsized home. For the rental portion of the Company portfolio, the typical customer will be a young entrant into the workforce or a displaced former homeowner. Management will enact strict tenant quality and credit review procedures to ensure the Company’s revenues will not be interrupted by tenant default.

Competition

Since real estate is effectually one of the most free market oriented businesses in the country, competition cannot be completely and accurately categorized. Next Level Investments anticipates that there will be a sizable amount of competition from both single owner investment firms to large construction companies that are seeking to establish positions in the same targeted markets. Given the demand and the highly disciplined approach of the Company, Management believes the Company will compete favorably.

V Marketing Plan

Next Level Investments intends to maintain an extensive marketing campaign that will ensure maximum visibility for the acquired units in its targeted market. Below is an overview of the marketing strategies and objectives of the Company.


Page | 59Marketing Objectives

Develop an online presence by acquiring accounts for major online real estate portals.

Implement a local campaign with the Company’s targeted market via the use of flyers, local print media advertisements, and word of mouth.

Establish relationships with other real estate brokers and agents within the targeted market.

Marketing Strategies

Property and renter buyer marketing will be a critical portion or the marketing strategy. This task will be accomplished through the business’s broad marketing campaign throughout its targeted market. Primarily Management intends to have a high quality and visually appealing online marketing approach that attracts the end users. The Company’s website will be enhanced with visual presentations of assets through photography and staging while allowing the Company to establish dialog directly with the customer. Coupled with this, well-trafficked online services like Zillow, Trulia, My House Deals, etc. will be routinely used.

Likewise, through its existing and growing network of quality real estate brokers/agents and property managers, Next Level Investments will utilize local expertise to market the property. These strategies along with our highly favorable pricing will yield the desired results.

Pricing

Over the past 12 months, management has developed an acquisition formula that allows assets to be acquired, rehabbed and marketed at 55% of the homes’ market value. This is accomplished by applying a clear estimation of each


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property so as to avoid buying above a profitable level. Each property purchased is run through a model to determine the final all in cost of the asset and the final market price expected. After acquisition and until the asset is sold, the market vs cost per asset are tracked to ensure a sale of 40% to 55% profit. In light of the real estate trends this formula will continue to be viable and attainable for the life of the investment.

VI Organizational Plan and Personnel Summary

Corporate Organization

Management Biographies


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Jaren Duncan Pollard (Jae), Owner, has more than 10 years of experience in sales, real estate and customer service. Following his formal education, Jae embarked upon a sales career which has been extremely profitable for him. He transferred his skill set to the real estate industry and continues with his upward mobility. Through his experience, he will be able to bring the operation of the business to profitability within the next 15 months of operations.

Agnes Duncan, a licensed real estate agent has more than 20 years of experience. In addition is selling the properties, she will be the chief financial officer. Agnes received her Master in Business Administration and utilized her education for more than 30 years at NJ Transit Rail Operation.

She simultaneously pursed the real estate industry and is very familiar with the New Jersey market. She is a valuable asset to the team.

Property Acquisition Manager, is a perfect fit for Letti Latney. She received her undergraduate degree in education and furthered her education in computer technology and website design. Her expertise is vital to our marketing strategies. Additionally, Letti, has numerous years of experience in management, sales and customer service.

Marcos Garcia, General Contractor with over 15 years of experience in home construction and improvements projects. He will evaluate and estimate repairs and oversee and manage multiple home improvement projects.

The management team will be further expanded with qualified and experienced professionals and consultants as the company matures.

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