The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
|
| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Estimated average burden |
| hours per response: |
4.00 |
|
|
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001770298 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| Passco Palm Desert LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2018 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Passco Palm Desert LLC |
| Street Address 1 |
Street Address 2 |
| 2050 MAIN STREET, SUITE 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| IRVINE |
CALIFORNIA |
92614 |
(949) 442-1000 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Allen |
Scott |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
President of the Issuer's Manager
| Last Name |
First Name |
Middle Name |
| Passo |
William |
O. |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Brown |
Belden |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Jahncke |
Thomas |
B. |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Passco Companies Development, LLC |
Passco Companies Development, LLC |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Clifton |
Alan |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/PostalCode |
| Irvine |
CALIFORNIA |
92614 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
4. Industry Group
| |
Agriculture |
|
Banking & Financial Services |
|
| |
Commercial Banking |
| |
Insurance |
| |
Investing |
| |
Investment Banking |
| |
Pooled Investment Fund |
|
|
|
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? |
|
|
| |
Other Banking & Financial Services |
|
| |
Business Services |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
|
Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
|
Other |
|
5. Issuer Size
| Revenue Range |
OR |
Aggregate Net Asset Value Range |
| |
No Revenues |
|
No Aggregate Net Asset Value |
| |
$1 - $1,000,000 |
|
$1 - $5,000,000 |
| |
$1,000,001 - $5,000,000 |
|
$5,000,001 - $25,000,000 |
| |
$5,000,001 - $25,000,000 |
|
$25,000,001 - $50,000,000 |
| |
$25,000,001 - $100,000,000 |
|
$50,000,001 - $100,000,000 |
| |
Over $100,000,000 |
|
Over $100,000,000 |
| X |
Decline to Disclose |
|
Decline to Disclose |
| |
Not Applicable |
|
Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
|
| |
Rule 504 (b)(1)(i) |
|
| |
Rule 504 (b)(1)(ii) |
|
| |
Rule 504 (b)(1)(iii) |
|
| X |
Rule 506(b) |
|
| |
Rule 506(c) |
|
| |
Securities Act Section 4(a)(5) |
|
| |
Investment Company Act Section 3(c) |
|
| |
Section 3(c)(1) |
|
Section 3(c)(9) |
|
| |
Section 3(c)(2) |
|
Section 3(c)(10) |
|
| |
Section 3(c)(3) |
|
Section 3(c)(11) |
|
| |
Section 3(c)(4) |
|
Section 3(c)(12) |
|
| |
Section 3(c)(5) |
|
Section 3(c)(13) |
|
| |
Section 3(c)(6) |
|
Section 3(c)(14) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
|
X |
First Sale Yet to Occur |
| X |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
|
|
9. Type(s) of Securities Offered (select all that apply)
| X |
Equity |
|
Pooled Investment Fund Interests |
| |
Debt |
|
Tenant-in-Common Securities |
| |
Option, Warrant or Other Right to Acquire Another Security |
|
Mineral Property Securities |
| |
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
|
Other (describe) |
|
|
10. Business Combination Transaction
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
|
|
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$25,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| Passco Capital, Inc. |
117323 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 2050 Main Street, Suite 650 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Irvine |
CALIFORNIA |
92614 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Clarence Yee |
474356 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| American Investors Company |
38 |
| Street Address 1 |
Street Address 2 |
| 2440 Camino Ramon, Suite 103 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Ramon |
CALIFORNIA |
94583 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| KANSAS |
| MASSACHUSETTS |
| NEVADA |
| NEW MEXICO |
| OHIO |
| OREGON |
| SOUTH DAKOTA |
| TEXAS |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Dennis I. Weiss |
462338 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| American Investors Company |
38 |
| Street Address 1 |
Street Address 2 |
| 8569 Cordes Circle, Suite 1 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Germantown |
TENNESSEE |
38139 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| LOUISIANA |
| MISSISSIPPI |
| NEW YORK |
| OREGON |
| TENNESSEE |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Alan S. Berger |
702838 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Arkadios Capital |
282710 |
| Street Address 1 |
Street Address 2 |
| 4814 Outlook Drive, Suite 104 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Wall |
NEW JERSEY |
07753 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| FLORIDA |
| MASSACHUSETTS |
| NEW JERSEY |
| NEW YORK |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Ronald York |
4308987 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Arkadios Capital |
282710 |
| Street Address 1 |
Street Address 2 |
| 4814 Outlook Drive, Suite 104 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Wall |
NEW JERSEY |
07753 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| CALIFORNIA |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| PENNSYLVANIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Peter Roberts |
6982848 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cabot Lodge Securities LLC |
159712 |
| Street Address 1 |
Street Address 2 |
| 3015 W Moore Street, Suite 102 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Richmond |
VIRGINIA |
23230 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| CALIFORNIA |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| HAWAII |
| ILLINOIS |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MASSACHUSETTS |
| MISSOURI |
| NEW JERSEY |
| NORTH CAROLINA |
| OHIO |
| TENNESSEE |
| TEXAS |
| VERMONT |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Peter R. Dorn |
1089858 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cape Securities Inc. |
7072 |
| Street Address 1 |
Street Address 2 |
| 1600 Pennsylvania Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| McDonough |
GEORGIA |
30253 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| FLORIDA |
| INDIANA |
| IOWA |
| TEXAS |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Christopher Stewart |
3144075 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Centaurus Financial, Inc. |
30833 |
| Street Address 1 |
Street Address 2 |
| 1926 Exeter Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Germantown |
TENNESSEE |
38138 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| FLORIDA |
| MISSISSIPPI |
| TENNESSEE |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Concorde Investment Services, LLC |
151604 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 19500 Victor Parkway, Suite 550 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Livonia |
MICHIGAN |
48152 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| John Stephen Weiss |
1097536 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Crown Capital Securities, L.P. |
6312 |
| Street Address 1 |
Street Address 2 |
| 32244 Paseo Adelanto, Suite D-2 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Juan Capistrano |
CALIFORNIA |
92675 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| FLORIDA |
| IOWA |
| MARYLAND |
| MASSACHUSETTS |
| MISSOURI |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| OHIO |
| OREGON |
| TEXAS |
| VERMONT |
| WASHINGTON |
| WEST VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Joseph Gerard Michaletz |
1327534 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI Securities, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 150 St. Andrews Court, Suite 210 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Mankato |
MINNESOTA |
56001 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| IDAHO |
| ILLINOIS |
| IOWA |
| KANSAS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| SOUTH DAKOTA |
| TEXAS |
| UTAH |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Mike O'Toole |
6336251 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI Securities, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 150 St. Andrews Court, Suite 210 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Mankato |
MINNESOTA |
56001 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| IOWA |
| KANSAS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| SOUTH DAKOTA |
| TEXAS |
| UTAH |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Christina Suzanne Nielson |
4866971 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| DAI Securities, LLC |
36673 |
| Street Address 1 |
Street Address 2 |
| 650 Town Center Drive, Suite 1400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Costa Mesa |
CALIFORNIA |
92626 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| CONNECTICUT |
| NEVADA |
| NEW JERSEY |
| NEW YORK |
| OHIO |
| OREGON |
| SOUTH CAROLINA |
| TEXAS |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Dan Holzer |
5779187 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Emerson Equity LLC |
130032 |
| Street Address 1 |
Street Address 2 |
| 155 Bovet Road, Suite 725 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Mateo |
CALIFORNIA |
94402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| ILLINOIS |
| MARYLAND |
| MICHIGAN |
| NEVADA |
| NEW MEXICO |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Lawrence Benjamin Miller |
335166 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Emerson Equity LLC |
130032 |
| Street Address 1 |
Street Address 2 |
| 155 Bovet Road, Suite 725 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Mateo |
CALIFORNIA |
94402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| FLORIDA |
| LOUISIANA |
| TEXAS |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Rebecca Dawson |
1146385 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Emerson Equity LLC |
130032 |
| Street Address 1 |
Street Address 2 |
| 155 Bovet Road, Suite 725 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Mateo |
CALIFORNIA |
94402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| FLORIDA |
| GEORGIA |
| IDAHO |
| MICHIGAN |
| TENNESSEE |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Ryan Jonathan Sherer |
5952617 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Emerson Equity LLC |
130032 |
| Street Address 1 |
Street Address 2 |
| 455 Los Gatos Blvd, Suite 206 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Los Gatos |
CALIFORNIA |
95032 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| ILLINOIS |
| INDIANA |
| KANSAS |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| NEVADA |
| NEW JERSEY |
| NEW YORK |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Timothy John Sherer |
833618 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Emerson Equity LLC |
130032 |
| Street Address 1 |
Street Address 2 |
| 455 Los Gatos Blvd, Suite 206 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Los Gatos |
CALIFORNIA |
95032 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| INDIANA |
| MINNESOTA |
| NEVADA |
| NEW YORK |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TEXAS |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jordan Lamarr Gibbs |
5567629 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Financial Goal Securities, Inc. |
19066 |
| Street Address 1 |
Street Address 2 |
| 11440 W. Bernardo Court, Suite 240 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92127 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| NEBRASKA |
| NORTH CAROLINA |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Peter Alexander Finnegan |
1336798 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Huntwicke Securities, LLC |
146993 |
| Street Address 1 |
Street Address 2 |
| 65 Washington Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Hanover |
MASSACHUSETTS |
02339 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Curtis Jerome Sathre III |
2459115 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| JRL Capital Corporation |
10225 |
| Street Address 1 |
Street Address 2 |
| 23121 Verdugo Drive, Suite 205 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Laguna Hills |
CALIFORNIA |
92653 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| IDAHO |
| OREGON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Bradley Lawrence Curtis |
5422029 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| JRL Capital Corporation |
10225 |
| Street Address 1 |
Street Address 2 |
| 23121 Verdugo Drive, Suite 205 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Laguna Hills |
CALIFORNIA |
92653 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| OREGON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Dinesh C. Gupta |
6469999 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Lightpath Capital, Inc. |
34617 |
| Street Address 1 |
Street Address 2 |
| 97 East Brokaw Road, Suite 350 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Jose |
CALIFORNIA |
95112 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Frank Piscitelli |
6935623 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Lightpath Capital, Inc. |
34617 |
| Street Address 1 |
Street Address 2 |
| 3130 Baker Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Francisco |
CALIFORNIA |
94123 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| CONNECTICUT |
| FLORIDA |
| MONTANA |
| NEW MEXICO |
| NEW YORK |
| OKLAHOMA |
| OREGON |
| TEXAS |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Paul Getty |
6470002 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Lightpath Capital, Inc. |
34617 |
| Street Address 1 |
Street Address 2 |
| 97 East Brokaw Road, Suite 350 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Jose |
CALIFORNIA |
95112 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| MONTANA |
| NEVADA |
| NEW YORK |
| OHIO |
| OREGON |
| TEXAS |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Marilee Ann Hill |
2768544 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Primex |
29394 |
| Street Address 1 |
Street Address 2 |
| 155 Bovet Road, Suite 725 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Mateo |
CALIFORNIA |
94402 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| COLORADO |
| NEW YORK |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Thomas Burgess Hamlin |
2208505 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Somerset Securities, Inc. |
2493 |
| Street Address 1 |
Street Address 2 |
| 4600 S.W. Kelly Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Portland |
OREGON |
97239 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Stacey Jim Morimoto |
4420782 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Stax Capital |
300607 |
| Street Address 1 |
Street Address 2 |
| 4901 Morena Boulevard, Suite 121 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92117 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| FLORIDA |
| MONTANA |
| NEVADA |
| NEW YORK |
| OREGON |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jason S. Finley |
6602034 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Stax Capital |
300607 |
| Street Address 1 |
Street Address 2 |
| 4901 Morena Boulevard, Suite 121 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Diego |
CALIFORNIA |
92117 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CALIFORNIA |
| NEVADA |
| TEXAS |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Titan Securities |
131392 |
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| None |
None |
| Street Address 1 |
Street Address 2 |
| 16775 Addison Road, Suite 202 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Addison |
TEXAS |
75001 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| KANSAS |
| LOUISIANA |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| NEBRASKA |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Chay Thomas Lapin |
6275140 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Wealthforge Securities, LLC |
152550 |
| Street Address 1 |
Street Address 2 |
| 21515 Hawthorne Boulevard, Suite 360 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Torrance |
CALIFORNIA |
90503 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| David Andrew Kangas |
6591398 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Wealthforge Securities, LLC |
152550 |
| Street Address 1 |
Street Address 2 |
| 1 City Boulevard West, Suite 870 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Orange |
CALIFORNIA |
92868 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
X |
All States |
|
|
|
13. Offering and Sales Amounts
| Total Offering Amount |
$25,825,000
|
USD |
|
| Total Amount Sold |
$25,825,000
|
USD |
| Total Remaining to be Sold |
$0
|
USD |
|
Clarification of Response (if Necessary):
14. Investors
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
|
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
| Sales Commissions |
$2,259,688
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
| In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
| Issuer |
Signature |
Name of Signer |
Title |
Date |
| Passco Palm Desert LLC |
/s/ Alan Clifton |
Alan Clifton |
Chief Financial Officer of the Issuer's Manager |
2020-05-12 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.