Our financial results in the period or periods immediately following completion of this offering may not be reflective of our earning potential.

Our financial results in the fiscal periods immediately following completion of this offering may not be representative of our future potential. Prior to the full deployment of the net proceeds from this offering, we may invest the undeployed net proceeds in interest-bearing, short-term, investment-grade securities or money market accounts. We expect that these initial investments will provide a lower net return than we expect to receive from the investments described in this prospectus. In addition, since we expect to experience rapid growth following this offering, we will have a greater percentage of our portfolio invested in assets in the process of stabilization than we would expect to have as a more mature operation. It will take time and significant cash resources to restore, reposition and lease these properties in the process of stabilization. As a result, newly acquired properties, that are not leased at the time of acquisition, will not begin generating revenue for some period of time following this offering and will reduce our overall financial performance. In addition, future equity or debt financings may impact our financial results in the fiscal periods following such financings for the same reasons listed above.

We anticipate being involved in a variety of litigation.

We anticipate being involved in a range of court proceedings in the ordinary course of business. These actions may include eviction proceedings and other landlord-tenant disputes, challenges to title and ownership rights (including actions brought by prior owners alleging wrongful foreclosure by their lender or loan servicer) and issues with local housing officials arising from the condition or maintenance of a property. While we intend to vigorously defend any non-meritorious action or challenge, no assurance can be given that we will not incur significant expense relating to these matters or that they will not require significant management attention and adversely affect us.

Many factors impact the single-family residential rental market, and if rents in and around the markets we invest in do not increase sufficiently to keep pace with rising costs of operations, our cash available for dividend will decline.

The success of our business model will substantially depend on conditions in the single-family rental market in and around the markets we invest. Our asset acquisitions are premised on assumptions about, among other things, occupancy and rent levels, and if those assumptions prove to be inaccurate our cash flows will

-25-

be lower than expected. Rental rates and occupancy levels have benefited in recent periods from macroeconomic trends affecting the U.S. economy and residential real estate markets in particular, including:

●a tightening of credit that has made it more difficult to finance a home purchase, combined with efforts by consumers generally to reduce their exposure to credit; 

●weak economic and employment conditions that have increased foreclosure rates and made it more difficult for families to remain in homes that were purchased prior to the economic downturn; 

●declining real estate values that have challenged the traditional notion that homeownership is a stable investment; and 

●the unprecedented level of vacant housing comprising the REO by banks and other mortgage lenders or guarantors, and inventory held for sale by banks and other mortgage lenders or guarantors. 

We do not expect these favorable trends in the residential rental market to continue indefinitely. Eventually, a strengthening of the U.S. economy and job growth, coupled with government programs designed to keep homeowners in their homes and/or other factors, may contribute to a stabilization or reversal of the current trend that favors renting rather than homeownership. In addition, we expect that as investors like us increasingly seek to capitalize on opportunities to purchase undervalued housing assets and convert them to productive uses, the supply of single-family rental properties will decrease and the competition for tenants will intensify. A softening of the rental market in and around the markets we invest in would reduce our rental revenue.

Acquiring properties during periods when the single-family home sector is experiencing substantial inflows of capital and intense competition may result in inflated purchase prices and increase the likelihood that our properties will not appreciate in value and may, instead, decrease in value.

The allocation of substantial amounts of capital for investment in the single-family home sector and significant competition for income producing real estate may inflate the purchase prices for such assets. To the extent we purchased or in the future purchase real estate in such an environment, it is possible that the value of our properties may not appreciate and may, instead, decrease in value, perhaps significantly, below the amount we paid for such properties. In addition to macroeconomic and local economic factors, technical factors, such as a decrease in the amount of capital allocated to the single-family home sector and the number of investors participating in the sector, could cause the value of our properties to decline.

Our properties may not be diversified.

Our potential profitability and our ability to diversify our investments may be limited, both geographically and by type of properties purchased. We will be able to purchase additional properties only as additional funds are raised. Our properties may not be well diversified and their economic performance could be affected by changes in local economic conditions. 

Our performance is therefore linked to economic conditions in the regions in which we will acquire properties and in the market for real estate properties generally. Therefore, to the extent that there are adverse economic conditions in the regions in which our properties are located and in the market for real estate properties, such conditions could result in a reduction of our income and cash to return capital and thus affect the amount of dividends we can make to you.

-26-

Claims of deficiencies in the foreclosure process may result in rescission of our purchases at auction or reduce the supply of foreclosed properties available to us.

Allegations of deficiencies in foreclosure practices could result in claims challenging the validity of some foreclosures that have occurred, potentially placing our claim of ownership to some of our properties at risk. We cannot be assured that our title insurance policies, if we are able to obtain title policies, would provide protection in such instances or that such proceedings would not result in a complete dispossession of property from us without compensation.

Single-family homes that are being sold through foreclosure or short-sales are subject to risks of theft, vandalism or other damage that could impair their value.

When a single-family home is put into foreclosure, due to a default by the homeowner on mortgage obligations, or a homeowner seeks a short sale, due to the value of the property being substantially below the outstanding principal balance of the mortgage, it is possible that the homeowner may cease to maintain the property adequately, or that the property may be abandoned by the homeowner and become susceptible to theft or vandalism. Lack of maintenance, theft and vandalism can substantially impair the value of the property. If we purchase a large number of properties in foreclosure in bulk sales and are not able to inspect each property before closing or we are unable to rent the properties quickly after purchase and restoration, some of our properties could be impaired.

We generally are not likely to be able to conduct a thorough inspection before purchasing properties.

In some instances, we generally do not expect to have the opportunity to conduct interior inspections or conduct more than cursory exterior inspections on a portion of the properties. These inspection processes may fail to reveal major defects associated with such properties, which may cause the amount of time and expense required to restore such properties to substantially exceed our estimates.

We incur significant costs in restoring our properties, and we may underestimate the costs or amount of time necessary to complete restorations.

Before renting a home, we typically perform a detailed assessment, with an on-site review of the home, to identify the scope of restoration to be completed. Beyond customary repairs, we often undertake improvements designed to optimize overall property appeal and increase the value of the property when such improvements can be done cost effectively. To the extent properties are occupied by existing tenants, restorations may be postponed until the tenant vacates the premises.

We expect that nearly all of our properties will require some level of restoration immediately upon their acquisition or in the future following expiration of a lease or otherwise. We may acquire properties that we plan to extensively restore. We may also acquire properties that we expect to be in good condition only to discover unforeseen defects and problems that require extensive restoration and capital expenditures. In addition, in order to reposition properties in the rental market, we will be required to make ongoing capital improvements and may need to perform significant restorations and repairs from time to time that tenant deposits and insurance may not cover. Our properties have infrastructure and appliances of varying ages and conditions. Consequently, we routinely retain third-party subcontractors and trade professionals to perform repair work and are exposed to the risks inherent in property restoration, including potential cost overruns, increases in labor and materials costs, delays by subcontractors in completing work, delays in the timing of receiving necessary work permits and certificates of occupancy and poor workmanship. If our assumptions regarding the cost or timing of restorations across our properties prove to be materially inaccurate, we will be adversely affected.

-27-

The costs and amount of time necessary to secure possession and control of a newly acquired property may exceed our assumptions, which would delay our receipt of revenue from, and return on, the property.

Upon acquiring a new property, we may have to evict occupants who are in unlawful possession before we can secure possession and control of the property. The holdover occupants may be the former owners or tenants of a property, or they may be squatters or others who are illegally in possession. Securing control and possession from these occupants can be both costly and time-consuming. If these costs and delays exceed our expectations, our financial performance may suffer because of the increased expenses incurred or the unexpected delays in turning the properties into revenue-producing rental homes.

We depend on our tenants for a substantial majority of our revenues.

We depend on tenants for a substantial portion of our revenues. Our operating results and cash available for dividend would be adversely affected if a significant number of our tenants were unable to meet their lease obligations or failed to renew their leases with us. Widespread lay-offs and other adverse changes in the economic conditions in and around the select markets in which we invest could result in substantial tenant defaults or non-renewals. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord at that property and may incur costs in protecting our investment and re-leasing the property. We may be unable to re-lease the property for the rent previously received.

We may be unable to renew leases and our occupancy rate could decline.

We cannot assure you that tenants will renew their leases with us. If the rental rates for our properties decrease or our tenants do not renew their leases, our financial condition, results of operations, cash flow, cash available for dividend and our ability to satisfy our debt service obligations could be materially adversely affected.

Some or all of our properties may become vacant either by a default of tenants under their leases or the expiration or termination of tenant leases. If vacancies continue for a long period of time, we may suffer reduced revenues resulting in less cash available for dividend. In addition, the resale value of the property could be reduced because the market value of a particular property may deteriorate if it remains unoccupied for an extended period of time.

Some of our properties may be located with HOAs, and we and our tenants are subject to the rules and regulations of such HOAs, which may be arbitrary or restrictive. Violations of such rules may subject us to additional fees, penalties and litigation with such HOAs which would be costly.

Some of our properties may be located within HOAs, which are private entities that regulate the activities of owners and occupants of, and levy assessments on, properties in a residential subdivision. HOAs in which we own properties may have or may enact onerous or arbitrary rules that restrict our ability to restore, market or lease our properties or require us to restore or maintain such properties at standards or costs that are in excess of our planned budgets. Such rules may include requirements for landscaping, limitations on signage promoting a property for lease or sale or the requirement that specific construction materials be used in restorations. Some HOAs also impose limits on the number of property owners who may rent their homes, which, if met or exceeded, would cause us to incur additional costs to sell the property and opportunity costs of lost rental revenue. Furthermore, many HOAs impose restrictions on the conduct of occupants of homes and the use of common areas, and we may have tenants who violate HOA rules and for which we may be liable as the property owner. Additionally, the boards of directors of the HOAs in which we own property may not make important disclosures about the properties or may block our access to HOA records, initiate litigation, restrict our ability to sell our properties, impose assessments or arbitrarily change the HOA rules. We may be unaware of or unable to review or comply with HOA rules

-28-

before purchasing a property, and any such excessively restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from renting such property or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

Poor tenant selection and defaults by our tenants may negatively affect our financial performance.

Our success will depend, in large part, upon our ability to attract and retain qualified tenants for our properties. This will depend, in turn, upon our ability to screen applicants, identify good tenants and avoid tenants who may default. We will inevitably make mistakes in our selection of tenants, and we may rent to tenants whose default on our leases or failure to comply with the terms of the lease or HOA regulations negatively affect our financial performance, reputation and the quality and value of our properties. For example, tenants may default on payment of rent, make unreasonable and repeated demands for service or improvements, make unsupported or unjustified complaints to regulatory or political authorities, make use of our properties for illegal purposes, damage or make unauthorized structural changes to our properties which may not be fully covered by security deposits, refuse to leave the property when the lease is terminated, engage in domestic violence or similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, fail to comply with HOA regulations, sub-let to less desirable individuals in violation of our leases or permit unauthorized persons to live with them. In addition, defaulting tenants will often be effectively judgment-proof. The process of evicting a defaulting tenant from a family residence can be adversarial, protracted and costly. Furthermore, some tenants facing eviction may damage or destroy the property. Damage to our properties may significantly delay re-leasing after eviction, necessitate expensive repairs or impair the rental revenue or value of the property, resulting in a lower than expected rate of return. In addition, we will incur turnover costs associated with re-leasing the properties, such as marketing expense and brokerage commissions, and will not collect revenue while the property is vacant. Although we will attempt to work with tenants to prevent such damage or destruction, there can be no assurance that we will be successful in all or most cases. Such tenants will not only cause us not to achieve our financial objectives for the properties in which they live, but may subject us to liability, and may damage our reputation with our other tenants and in the communities where we do business.

Title defects and eminent domain could lead to material losses on our investments.

Although we currently intend to acquire title insurance on the majority of our residential properties when it is available, we may, and likely will, also acquire a number of our homes on an “as is” basis without the benefit of title insurance prior to closing.  Increased scrutiny of title matters, particularly in the case of foreclosures, could lead to legal challenges with respect to the validity of the sale. In the absence of title insurance, the sale may be rescinded, and we may be unable to recover our purchase price, resulting in a complete loss. Title insurance obtained subsequent to purchase offers little protection against discoverable defects as they are typically excluded from such policies. Although we endeavor to assess the state of title prior to purchase, there can be no assurance that our assessments will be completely effective, which could lead to a material if not complete loss on our investment in such properties. In addition, even if we are able to acquire title insurance on a property, the title insurance provider may assert that we are not entitled to coverage under the policy and deny any claims we have thereunder.

Our title to a property may be challenged for a variety of reasons, including allegations of defects in the foreclosure process. Title insurance, if any, may not prove adequate in these instances.

It is also possible that governmental authorities may exercise eminent domain to acquire land on which our properties are built in order to build roads or other infrastructure. Any such exercise of eminent domain would allow us to recover only the fair value of the affected properties. Our acquisition strategy is premised on the concept that this “fair value” will be less than the real value of the property for a number of years,

-29-

and we could effectively have no profit potential from properties acquired by the government through eminent domain.

Declining real estate values and impairment charges could adversely affect our earnings and financial condition.

We intend to review the carrying value of our real estate properties for impairment whenever events or changes in circumstances, such as adverse market conditions, indicate that their carrying amount may not be recoverable. If our evaluation indicates that we may be unable to recover the carrying value of a material portion of our real estate investments, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the properties. These losses would have a direct impact on our net income, because recording an impairment loss results in an immediate negative adjustment to net income. They would also be reflected as a decrease in assets on our balance sheet. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A deteriorating real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges could adversely affect our financial condition, results of operations, cash available for dividend.

Our performance and value are subject to general economic conditions and risks associated with our real estate assets.

The investment returns available from equity investments in real estate depend on the amount of income earned and capital appreciation generated by the properties, as well as the expenses incurred in connection with the properties. If the properties we acquire do not generate income sufficient to meet operating expenses, including any debt service and capital expenditures, then our ability to pay dividends to our members could be adversely affected. In addition, there are significant expenditures associated with an investment in real estate (such as debt service (to the extent we borrow funds in the future), real estate taxes, HOA fees, insurance and maintenance costs) that generally do not decline when circumstances reduce the income from the property. Income from and the value of the properties we acquire may be adversely affected by the factors listed below, some of which are described in greater detail in the pages that follow:

●downturns in international, national, regional and local economic conditions (particularly increases in unemployment); 

●the attractiveness of the properties we acquire to potential tenants and buyers and competition from other properties; 

●changes in supply of or demand for similar or competing properties in and around the markets we invest in; 

●bankruptcies, financial difficulties or lease defaults by our tenants or defaults by seller-financed buyers; 

●inability to collect rent from tenants or payments from seller-financed buyers; 

●changes in interest rates, availability and terms of debt financing; 

●changes in operating costs and expenses and our ability to control rents; 

-30-

●changes in, or increased costs of compliance with, governmental laws, rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder; 

●political, regulatory or other factors including terrorism; 

●illiquidity of real estate investments generally; 

●tenants’ or buyers’ perceptions of the safety, convenience and attractiveness of our properties and the neighborhoods in which our properties are located; 

●ongoing needs for capital improvements, particularly in older properties; 

●our ability to provide adequate maintenance and obtain adequate insurance; 

●changes in the cost or availability of insurance, including coverage for mold or asbestos; 

●environmental conditions or retained liabilities for such conditions; 

●unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; 

●periods of high interest rates and tight money supply; 

●tenant turnover; 

●general overbuilding or excess supply in and around the markets we invest in; 

●disruptions in the global supply chain; 

●the ability or unwillingness of tenants to pay rent increases; 

●civil unrest, acts of God, including pandemics, epidemics, earthquakes, hurricanes, tornadoes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, including the consequences of terrorist acts such as those that occurred on September 11, 2001; 

●rent control or rent stabilization or other housing laws, which could prevent us from raising rents; and 

●increases in property-level maintenance and operating expenses. 

Uninsured or underinsured losses relating to real property may adversely affect our returns.

We attempt to ensure that all of the properties we acquire are adequately insured to cover casualty losses. However, there are certain losses, including losses from floods, fires, earthquakes, acts of war, acts of terrorism or riots, that may not always be insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of the properties we acquire incur a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested

-31-

and potential revenues in these properties and could potentially remain obligated under any recourse debt associated with the property.  Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or restore a property after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property. Any such losses could adversely affect us. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future.

Contingent or unknown liabilities could adversely affect our financial condition.

Our acquisition activities are subject to many risks. We may acquire properties that are subject to unknown or contingent liabilities, including liabilities for or with respect to liens attached to properties, unpaid real estate taxes, utilities or HOA charges for which a prior owner remains liable, clean-up or remediation of environmental conditions or code violations, claims of vendors or other persons dealing with the acquired properties and tax liabilities, among other things. In each case, our acquisition may be without any, or with only limited, recourse with respect to unknown or contingent liabilities or conditions. As a result, if any such liability were to arise relating to our properties, or if any adverse condition exists with respect to our properties that is in excess of our insurance coverage, we might have to pay substantial sums to settle or cure it, which could adversely affect us. The properties we acquire may also be subject to covenants, conditions or restrictions that restrict the use or ownership of such properties, including prohibitions on leasing or requirements to obtain the approval of HOAs prior to leasing. We may not discover such restrictions during the acquisition process and such restrictions may adversely affect our ability to operate such properties as we intend.

In addition, purchases of properties acquired at auction, in short sales, from lenders or in bulk purchases typically involve few or no representations or warranties with respect to the properties and may allow us limited or no recourse against the sellers of such properties. Such properties also often have unpaid tax, utility and HOA liabilities for which we may be obligated but fail to anticipate.

Environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by applicable environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, natural resources or property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The cost of defending against environmental claims, of compliance with environmental regulatory requirements or of remediating any contaminated property could materially and adversely affect us.

-32-

Compliance with new or more stringent environmental laws or regulations or stricter interpretation of existing laws may require material expenditures by us. We may be subject to environmental laws or regulations relating to our properties, such as those concerning lead-based paint, mold, asbestos, proximity to power lines or other issues.

Federal legislation requires owners and landlords of residential housing constructed prior to 1978 to disclose to potential tenants or purchasers, and to real estate brokers, any known presence of lead paint and lead paint hazards and allows for treble damages, fines and attorneys’ fees for failure to so notify. In addition, we could be held liable under state laws for any injuries caused by ingestion of lead-based paint by tenants, or of dust or particles from lead-based paint, by children or others living at or using the properties. Under some state laws, the liability is without regard to fault, and may also require us to remediate soil and groundwater contaminated with lead in and around the subject property.

Mold is a fungus that may grow within certain properties if sufficient moisture is present, for instance as a result of leaking roofs or pipes, flooding or poor insulation in bathrooms. Certain molds are allergenic to certain tenants and capable of producing toxins which can be harmful. Mold can injure other living things and damage property. It is customary practice to promptly remediate water damage, which can result in mold, and any damage from mold growth, to prevent personal injury and property damage, and unsafe living conditions. If mold grows in a property that we own or manage, we may be liable for any personal injury and property damage that results. Under state or local laws pertaining to health, housing, building standards and consumer protection, we may be required to remediate mold and may be fined due to the presence of mold in a property, its tenants may be evicted, it may be liable for rent during the period when mold was present in the property and the property may be condemned and/or razed. Mold remediation may be difficult and expensive. It is difficult and expensive to obtain insurance to protect against liability, remediation costs or other damages pertaining to mold, and there may be no insurance coverage under existing policies. State and federal legislation pertaining to mold, including its remediation and disclosure, may be enacted in the next few years, and it is unknown what economic impact such legislation could have on property owners.

We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.

The seller of a property often sells such property in its “as is” condition on a “where is” basis and “with all faults” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase and sale agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property, as well as the loss of rental revenue from that property.

We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sales to our Shareholders may be limited.

Real estate investments are relatively illiquid, and, as a result, we may have a limited ability to sell our properties should the need arise. When we sell our properties, we may not realize gains on such sales. We may be unable to recoup our cost of acquiring and rehabilitating some of our real estate investments, either because we spent too much in the acquisition or rehabilitation of those specific real estate investments.  We may elect not to distribute any proceeds from the sales of properties to our members; for example, we may use such proceeds to:

●redeploy those net proceeds for the purchase additional properties; 

-33-

●repay debt, if any; 

●create working capital reserves; or 

●complete repairs, maintenance or other capital improvements or expenditures to our remaining properties. 

Our real properties are subject to property taxes that may increase in the future, which could adversely affect us.

Our properties are subject to real and personal property taxes that may increase as tax rates change and as the real properties are assessed or reassessed by taxing authorities. In some cases, our leases may provide that property taxes are the responsibility of the tenant, while other leases for may provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable government authorities. If real property taxes increase, our expenses will increase. Moreover, if our tenants do not pay real estate taxes pursuant to the terms of their leases with us, we will be responsible for such taxes. If we fail to pay any such taxes, the applicable taxing authority may place a lien on the real property and the real property may be subject to a tax sale.

Our operations could be harmed by a prolonged economic slowdown, a lengthy or severe recession or declining real estate values.

Our properties may be susceptible to economic slowdowns or recessions, which could lead to financial losses in our investments and a decrease in revenues, net income and assets. An economic slowdown or recession could have a material negative impact on the values of commercial and residential real estate.  Declining real estate values may, but may not, reduce our level of purchases of investment properties.  Further, declining real estate values significantly increase the likelihood that we will incur losses on our on the sale of any investment property, which in turn would force us to lease or rent investment properties for longer than we had originally intended to and for possible less than we would have otherwise originally been able to. Any sustained period of declining real estate values could adversely affect both our income from the lease, rental or sale of investment properties, which would significantly harm our revenues, results of operations, financial condition, business prospects and our ability to pay dividends to you.

Risks Related to Benefit Plan Investors

Fiduciaries investing the assets of a trust or pension or profit sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.

In considering an investment in our Company of a portion of the assets of a trust or a pension or profit-sharing plan qualified under Section 401(a) of the Code and exempt from tax under Section 501(a), a fiduciary should consider (i) whether the investment satisfies the diversification requirements of Section 404 of ERISA; (ii) whether the investment is prudent, since the shares sold hereunder are not freely transferable and there may not be a market created in which the shares sold hereunder may be sold or otherwise disposed; and (iii) whether interests in our Company or the underlying assets owned by our Company constitute “Plan Assets” under ERISA. See “ERISA Considerations.”

YOU SHOULD CONSULT WITH YOUR OWN ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO THE LEGAL, TAX, ACCOUNTING AND OTHER CONSEQUENCES OF AN INVESTMENT IN SHARES OF COMMON STOCK.

-34-

PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR NO. 230, BE ADVISED THAT ANY FEDERAL TAX ADVICE IN THIS COMMUNICATION, INCLUDING ANY ATTACHMENTS OR ENCLOSURES, WAS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY ANY PERSON OR ENTITY TAXPAYER, FOR THE PURPOSE OF AVOIDING ANY INTERNAL REVENUE CODE PENALTIES THAT MAY BE IMPOSED ON SUCH PERSON OR ENTITY. SUCH ADVICE WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTION(S) OR MATTER(S) ADDRESSED BY THE WRITTEN ADVICE. EACH PERSON OR ENTITY SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

PLAN OF DISTRIBUTION

The Company is offering up to $15,000,000 of our shares of Common Stock pursuant to this Offering Circular. Our shares of Common Stock will be offered primarily directly by the Company’s, the Board and the Officers on an ongoing and continuous basis. The Officers who will be offering the shares of Common Stock are not deemed to be brokers under Rule 3a4-1 of the Securities Exchange Act of 1934, as amended. In accordance with the provisions of Rule 3a4-1(a), Officers who sell shares of Common Stock will not be compensated by commission, will not be associated with any broker or dealer and will limit their activities so that, among other things, they do not engage in oral solicitations of, and comply with certain specified limitations when responding to inquiries from, potential purchasers.

While most shares of Common Stock are expected to be offered and sold directly by the Company and the Officers, the Company and Officers reserve the right to offer and sell shares of Common Stock through the services of independent broker/dealers who are member firms of FINRA. As of the date of this Offering Circular, the Company has not engaged any broker-dealer, and has no agreement for paying a broker-dealer commissions or fees. In the event the Company enters into an agreement with a licensed broker-dealer, the Company will amend the Offering Circular and other necessary documents, and notify Investors of such engagement. It is anticipated that the customary and standard commissions may be up to seven percent (7.0%) to the selling group members and two percent (2.0%) to the managing broker-dealer of the gross proceeds received for the sale of shares of Common Stock. Notwithstanding the foregoing, the amount and nature of commissions payable to broker/dealers is expected to vary in specific instances and may be lower than the one listed herein. The Investor who is admitted to the Company through such broker/dealer (and not the Company nor our Officers) will be responsible for all such commissions payable to broker/dealers (and such payments may reduce the Investor’s invested capital).

The offering will continue through the earliest of (1) the date upon which all $15,000,000 in shares of Common Stock have been sold; or (2) the date on which we terminate this offering. Following qualification of the offering statement of which this Offering Circular is a part, the Company will conduct closings of this offering at its discretion

Once the SEC qualifies this offering, we are permitted to generally solicit investors nationwide by use of various advertising mediums, such as print, radio, TV, and the Internet. We plan to primarily use the Internet through a variety of existing Internet advertising mechanisms, such as adwords and search engine optimization (e.g., placement on Yahoo and Google). As a result, it is anticipated that Internet traffic will arrive at a section of our website where prospective investors, can find additional information regarding this offering and may initiate a purchase of the shares of Common Stock in compliance with the Subscription Agreement.

-35-

Compensation Payable to FINRA Members

While most shares of Common Stock are expected to be offered and sold directly by the Company and the Officers, the Company and Officers reserve the right to offer and sell shares of Common Stock through the services of independent broker/dealers who are member firms of FINRA. As of the date of this Offering Circular, the Company has not engaged any broker-dealer, and has no agreement for paying a broker-dealer commissions or fees. In the event the Company enters into an agreement with a licensed broker-dealer, the Company will amend the Offering Circular and other necessary documents, and notify Investors of such engagement. It is anticipated that the customary and standard commissions may be up to seven percent (7.0%) to the selling group members and two percent (2.0%) to the managing broker-dealer of the gross proceeds received for the sale of shares of Common Stock. Notwithstanding the foregoing, the amount and nature of commissions payable to broker/dealers is expected to vary in specific instances and may be lower than the one listed herein. The Investor who is admitted to the Company through such broker/dealer (and not the Company nor our Officers) will be responsible for all such commissions payable to broker/dealers (and such payments may reduce the Investor’s invested capital).

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on the Company’s website, as well as on the SEC’s website at www.sec.gov.

In order to subscribe to purchase our shares of Common Stock, a prospective investor must electronically complete, sign and deliver to us an executed Subscription Agreement like the one attached to this Offering Circular as Exhibit D, and wire funds for its subscription amount in accordance with the instructions provided therein.

An investor will become a Shareholder, including for tax purposes, and the shares of Common Stock will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and the Company accepts the investor as a Shareholder.

We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Section 18(b)(4)(D)(ii) of the Securities Act. If the offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be returned without interest or deduction.

Commencement of Offering Period.

The offering period will commence upon this Offering Circular being qualified by the SEC.

Qualified Purchasers and Blue Sky Laws

Our shares of Common Stock are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that our shares of Common Stock offered hereby are offered and sold only to “qualified purchasers.” “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our shares of Common Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any

-36-

reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

Transferability of our shares of Common Stock.

Our shares of Common Stock are generally not freely transferable by Shareholders.  Transfer of shares of Common Stock by Shareholders is restricted by applicable securities laws or regulations as well as the Shareholder Agreement.

Advertising, Sales and Promotional Materials.

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our shares of Common Stock, these materials will not give a complete understanding of this offering, us or our shares of Common Stock and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in our shares of Common Stock.

Supplements and Post-Qualification Amendments to this Offering Circular.

In compliance with Rule 253(e) of Regulation A, we shall revise this Offering Circular during the course of the offering whenever information herein has become false or misleading in light of existing circumstances, material developments have occurred or there has been a fundamental change in the information initially presented. Such updates will not only correct such misleading information but shall also provide updated financial statements and shall be filed as an exhibit to the Offering Circular and be requalified under Rule 252.

-37-

ESTIMATED USE OF PROCEEDS

The following table sets forth certain information concerning the estimated use of proceeds of the offering. Many of the amounts set forth below represent the best estimate of the Company since they cannot be precisely calculated at this time.

INVESTMENT OBJECTIVES AND STRATEGY

We provide an innovative approach to creating sustainable and long term profits in the real estate industry.  Unlike many real estate ventures, Agile Group engages in diversified operations within both short and long term real estate acquisitions, and uses the power of exclusive networks that deploy strategies to maximize cash on cash ROI.  These strategies enable the Company to target higher than average returns on a consistent basis.  Additionally, the Company is led by highly experienced marketing and real estate experts, providing a unique competitive advantage.

Our growth will be driven by the ability to find quality real estate investment opportunities and its ability to raise capital to participate in real estate projects.  

Core Operations

The Agile Group’s core operations focus on 3 primary verticals of real estate acquisition/investing: investing as capital partners with minimum rates of returns (targeted average of 18%+) with additional profit share, investing as capital partners on projects with shared returns based primarily on profit (targeted average of 20%+), and acquiring real estate for long term hold providing solid assets even though they may produce a lower average rate of return (6-10%).  The Company through its partnerships, is more than a capital partner however.  The Agile Group becomes an active participant in the project bringing its expertise and resources as additional value added assets.

The Agile Group differentiates itself from a “fund” in that the Agile Group is an active partner/operator on real estate projects with varying roles depending on the nature of the specific project.  This does not mean the Company does not also leverage third parties to assist alongside the projects.

The Company has a few different strategies that enable it to achieve high yield returns on investment projects.  The first strategy is through its acquisition of properties using creative finance methods, whereby, The Agile Group can acquire properties typically with $10,000 or less in total capital.  After securing tenants and receiving security deposits, the out of pocket capital can be quickly reduced to as little as only $5,000 or even less.  With an objective to earn an average minimum return of $25,000 per project, this enables the Agile Group to achieve significantly higher project returns than traditional purchasing where that same acquisition might require more like $40,000-$60,000 of investment.  Therefore, regardless of the final use for the property, if it is acquired with creative finance strategies we can target to achieve significantly above average APR returns, sometimes even reaching triple digit ROI.

-38-

The second method to achieve higher than average returns is through the deployment of higher performing real estate use models for properties acquired.  Rather than a typical rental lease, whereby without using creative financing an average annual return might only be 6-8%, we embrace higher yielding deployment models including, but not limited to the following:

1.Rent-to-own properties whereby monthly rents increase nearly 10% which can result in as much as a 2-10% APR gain. 

2.Short term rental properties whereby monthly rent revenue has the ability increase 50% or more when executed properly resulting in targeted annual APR of 15% or more. 

3.Residential assisted living properties whereby a fully occupied home can yield 28% APR or more depending on the capital investment required for acquisition and conversion.  

4.Fix-and-Flip properties whereby alongside our current partner in this space, Paragon Asset Management, we have the ability to split those returns and earn between 18-30%. 

While the targets shared here are for illustrative purposes only and past results are no indication of future performance, these real estate investment models give insight to the types of opportunities that the Company is focused on to deliver higher than average returns in the real estate investing arena.

Lastly, one of the unique selling propositions of the Company that allows it to outperform the competition in any of these investing models is its partnership with sister company NextGen REI LLC.  This is a significant marketing advantage for the Company in finding and acquiring project opportunities before the competition. NextGen REI is a nationwide network of investors, real estate agents and affiliates, which has also developed proprietary marketing tools and strategies to identify potential investment opportunities often before they are widely known to the marketplace. In many cases, the NextGen REI Network creates real estate investment opportunities that did not previously exist through its creative methodologies.  The NextGen REI network currently comprises hundreds of members and it is tracking quickly to reach thousands of members. This partnership allows the Company early access to opportunities to creative finance acquisition strategies, if possible, along with one of the higher performing real estate deployment models.

Determining the Investing Mix

In order to determine the best mix of investing activities, the Company relies on an operations management team that will evaluate the prospective projects at hand and evaluate each property under a set of internal underwriting guidelines.  Upon meeting the proper thresholds, projects are then reviewed based on the performance and risk of each against the capital available at the time.  The Agile Group will also keep a portion of capital in reserves for unexpected needs that may arise across the portfolio of projects, this is separate from money kept aside for general company operations. The remaining amount shall be available for active real estate operations. In general, the goal is to keep capital available to the company for real estate operations earning at minimum rates as much as possible.  When a significant amount of excess capital is in reserve, then the Company may lean towards larger investment opportunities vs when smaller amounts of excess capital is available.

MANAGEMENT

The Company’s day-to-day operations are managed by the Company’s Officers. The Company’s board of directors (“Board”) oversees the Company’s management and appoints the Company’s Officers, who serve at the discretion of the Board.   

-39-

We rely on our management team to act on our behalf.  The Company believes its management team has the capability to dedicate such time to the affairs of the Company as may be reasonable required.

Keith Aichele, Chief Executive Officer / Chief Marketing Officer / Chairman of the Board

Mr. Aichele is a parallel entrepreneur with extensive expertise in marketing, innovation and real estate.  He is the creator of the NextGen REI Ecosystem which The Agile Group is an instrumental part of.  This ecosystem features NextGen REI, LLC as the network hub, for which Mr. Aichele also serves as CEO.  NextGen REI offers a nationwide real estate investing education, technology and marketing platform; which through its marketing, direct members and network partners, is a primary source of real estate investment opportunities for The Agile Group.

Mr. Aichele is also CEO of Misaic Group, LLC (an Illinois Limited Liability Company) formed in 2008 as a marketing education and technology company.  Mr. Aichele spent nearly a decade building out a proprietary software platform and distinct marketing strategies for entrepreneurs.  Misaic now serves as the underlying technology for NextGen REI and other business ventures which creates a massive competitive advantage.  As part of Misaic, Mr. Aichele has been an international speaker, trainer, best selling author and has been featured on ABC, NBC, FOX and CBS along with numerous podcasts.

Mr. Aichele has nearly 20 years of experience as a professional speaker, having shared the stage with industry icons: ABC's Secret Millionaire - James Malinchak, Shark Tank's original shark - Kevin Harrington, and Sharon Lechter, Co-Author of Rich Dad Poor Dad - The #1 Personal Finance Book of All Time, along with many more. In 2016 he served as a Keynote Speaker of the year for the nation's largest trade show for entrepreneurs, The Small Business Expo.

Mr. Aichele’s first major entrepreneurial success was a real estate marketing company, WhatsOnTheMarket.com, which he launched in 2000.  Here Mr. Aichele integrated his expertise in marketing and technology to create new methods for marketing real estate as the internet began to take consumers by storm. In just a short period of time, WhatsOnTheMarket.com was assisting more sellers

-40-

with the marketing of their property than any real estate brokerage in the greater Chicago metropolitan area.  Mr. Aichele expanded his company from a marketing company to a real estate brokerage where he served as the managing broker, he opened a separate title company, he incorporated mortgages into his business practices and even went on to get qualified as an appraiser.  In 2005, Mr. Aichele and his partner decided to sell the companies to pursue new ventures.  It was during this time with WhatsOnTheMarket.com that Mr. Aichele began investing in real estate, and has now been doing so for almost 20 years.

Prior to his latest series of entrepreneurial successes, Mr. Aichele served in executive positions and as a consultant to the global leader in marketing research, The Nielsen Company. In his time at this industry leading company, Mr. Aichele led the development of a Global Technology Platform serving the largest companies in the CPG industry.  Prior to his role in marketing and technology, he focused on developing models to predict consumer behavior.  In 1999, Mr. Aichele was the youngest person in the history of the company to receive the Chairman’s Award for Excellence, the most prestigious award within the organization.

Mr. Aichele graduated in 1996 from Northern Illinois University with Honors in Economics, a 2nd degree in statistics with Dean’s Award, and was a member of Phi Kappa Phi Honors Society. His formal education also includes graduate studies in statistics.

Rachel Surges, Director / Vice President of Finance and Operations

Ms. Surges is the co-founder of Misaic Group, LLC. (2010- present) and has vast experience in helping entrepreneurs develop the appropriate marketing strategies to penetrate new markets. Ms. Surges is an expert in business growth, client acquisition, client retention, process improvement, and overall has an extremely strong business acumen. Ms. Surges is a consultant to several companies including NextGen REI LLC and The Agile Group Inc. for which she has a direct interest in both. She is also an active real estate investor in residential property.  During Ms. Surges’s career, she has worked with companies of all sizes, ranging from small entrepreneurial teams to countless large Fortune 500 companies over the past 20 years.  

Ms. Surges is the former Global Change Management Leader of The Nielsen Company (formerly ACNielsen), the world’s leader in market research. While at The Nielsen Company (2002-2010) she also held senior level positions in Business Process Improvement, Project Management, Human Resources, Training & Development, Organizational Development, Instructional Design, Executive Coaching, and was highly sought after by organizational leaders to startup entrepreneurial and innovative change initiatives. She led multiple large scale projects focused on product development, system performance, user adoption, and cycle time. She was nominated by peers and leaders to become an organizational Black Belt and became certified in 2008. She also earned her Senior Human Resource Management certification (2007), Instructional Design Certification (2005), Procsi Change Management Certification (2008), and received numerous awards and promotions as one of the organizations leading high potential, high performer leaders.

Ms. Surges also worked as a top sales representative with Coca Cola, US@Work.com, and ADP from 1999-2002. Ms. Surges is a graduate of the University of Iowa in 1995 with a Bachelor of Business Administration with an emphasis in Management and Organizations and graduate from the Chicago School or Professional Psychology with a Masters in Industrial and Organizational Psychology. She was a member of Delta Sigma Pi business fraternity, Business and Social Sciences Student Senate Leader, President of Formulator (Student run business), two time nominated member of eXcel Leadership, and two time attendee of the College Women’s Student Leadership Conference for women in leadership.

-41-

Briant Stringham, Director

Mr. Stringham currently consults for Your Stay & More, LLC, a Utah limited liability company, whose primary business focus is to advise owner/operators of short term rentals how to best maximize their investments and run their short term rental businesses. In addition to consulting and advising existing operators, Mr. Stringham also introduces investors to the many opportunities that exist in the long term and short term rental real estate space. Since 1997, Mr. Stringham owns and operates both short and long term rental properties.

Mr. Stringham is a former owner of a direct sales and marketing company, Premier Fire Systems, which protected thousands of families throughout Utah and Nevada from the devastating effects of residential fires through the use of early warning alarm systems. The sales, marketing and financing of systems provided vast experience in dealing with 3rd party lenders along with choosing to become “the bank” in financing hundreds of those systems at consistently high ROIs.

From 1989-2001, Mr. Stringham gained invaluable experience in sales and marketing through selling Class A trucks at Great Basin Trucks, selling computer hardware and accounting systems as an IBM reseller at Information Now Inc., Alta Computer Systems and Premier Office Systems. The Data Management Group acquired his experience and network of customers as their Vice President of Sales and Marketing.

Mr. Stringham’s foundational business experience was gained working in a four generation manufacturing/retail business that was incorporated in 1905. Mr. Stringham learned the clothing business from the ground up; janitor, packing, shipping, inventory receiving and control, buying, merchandising, advertising, selling and managing the retail operation. Customer relations, stockholder relations and business leadership were learned, applied, practiced, and honed for over 25 years 1966-1989. Indeed a PHD in business!

In addition to over 54 years of working, managing and owning businesses and real estate, Mr. Stringham is married to Jamie Gifford Stringham. She is an Award Winning interior designer, educator and ASID National Board of Directors appointee. They are the parents of 10 children, 28 grandchildren and still find time to serve their fellow men in both the community and their church.

Mr. Stringham attended the University of Utah for 2 years and also served a full-time 2 year mission in Brazil for The Church of Jesus Christ of Latter-day Saints. He is fluent in Portuguese.

Byran Knisley, Director

Mr. Knisley is a knowledgeable real estate specialist skilled in property acquisition, management, and disposition of distressed assets, including foreclosure assistance, REO management, short sales, and probate. He has launched, grew, and exited several start-up businesses, providing the team with an entrepreneurial spirit.

In 2003, Mr. Knisley started his real estate career with a focus on investors.  Throughout the years, he has worked for several private capital groups developing platforms for sourcing, evaluating, underwriting, and acquiring non-performing notes, REO pools, and single-family homes at the trustee auction sale.  Mr. Knisley created a partnership with Colony American Homes (2nd largest hedge fund in the US) to acquire single family homes for a massive rental portfolio in Las Vegas, NV.  He used his platforms for sourcing and underwriting to create operational efficiencies which enabled them to purchase properties in huge volumes.  In less than two years, he and his team successfully acquired over 800 properties– totaling over $130,000,000.

-42-

Mr. Knisley co-founded Paragon Asset Management Group.  As Asset Manager, Mr. Knisley contributes his expertise by evaluating asset values as well as manages the liquidation of assets acquired for investors participating in this platform.  Since 2010, Mr. Knisley and his team have successfully rehabbed and flipped over 200 properties.

In 2013, Mr. Knisley was named the No. 1 agent in the Southwest region, No. 2 agent in the country as well as No. 6 in the world with RE/MAX International thus earning him the coveted Hall of Fame Award!  In 2014, Mr. Knisley created The Knisley Group and ranked No. 1 in transaction volume, in the Southwest, with Keller Williams Realty.   In 2015, he became a Broker and founded Better Life Realty in Las Vegas, NV, which he is cultivating to become the next-generation brokerage in this ever-changing market.

2020 has been a productive year for Mr. Knisley.  Upside Offer, LLC (UO) is a wholesale division which Mr. Knisley created to complement the fix and flip operation and the retail brokerage.  He also created a partnership with NextGen REI to offer additional solutions for home sellers which include subject to financing, rent to own, lease options, and lease purchases.  Mr. Knisley created and trademarked the Better Life Realty Network to scale and expand the Las Vegas ecosystem into additional markets.

Mr. Knisley has a long history of experience in the Las Vegas Real Estate market, during which time he has reached a level of achievement few can match.  He accomplished this level of success not just through hard work and determination but also by caring about his clients and listening to their needs.  Mr. Knisley's commitment to building sustainable relationships with clients and strategic partners in the Real Estate Industry has brought him huge results and massive success.

Tim Cunha, Director

Mr. Cunha currently owns and operates EvergreenGold®, a business advisory consulting firm, based in Palo Alto, CA.  He works as a licensed professional business broker (CA DRE# 01919755) and M&A advisor. He also is a Senior Lecturer on the faculty of the School of Defense Management at the U.S. Naval Postgraduate School in Monterey, CA, teaching government contract law.

Mr. Cunha has 50 years of business experience as an entrepreneur & owner, manager, development & management consultant, business attorney, and educator.

He was admitted as an attorney-at-law to the New Jersey Bar in 1977 (now in “retired” status) after earning a juris doctorate (J.D.) from Georgetown University and a B.A. in political science from Rutgers.  Currently, licensed as a real estate broker in the State of California, Mr. Cunha works as a business broker and M&A advisor, and he is a member of the International Business Brokers Association (IBBA) and the California Association of Business Brokers (CABB).  

In addition to his current faculty position at NPS, Mr. Cunha has taught as part-time “visiting faculty” in the prestigious Rutgers College Honors Program for six years, as an adjunct at two New Jersey public colleges, and as a full-time professor for three years in the MBA & BBA programs at Eastern New Mexico University.

Mr. Cunha has founded, bought, managed, developed, grown, and sold businesses in various fields, including instrument manufacturing, computer software & hardware development and manufacture, national & international marketing, publishing, wholesale distribution, and R&D.

During college and law school, he owned and operated Textile Book Service/Transmediacom, Inc., then the leading worldwide distributor and publisher of technical books in the textile sciences.

-43-

After graduating from Georgetown, Mr. Cunha began the private practice of law and simultaneously acquired Union Instrument Company/UIC, Inc., a long-time manufacturer of graphic arts, engineering, and defense products, serving the commercial, industrial, and military markets.  He later formed Artronics, Inc., which became a world leader in the development and manufacture of hardware and software for graphic arts digital production. Subsequently, he merged Artronics into the Genigraphics Corporation (a former GE subsidiary spin-off) where he served on the board of directors for several years.

Mr. Cunha has worked in numerous other businesses and as a marketing and business development consultant for various firms, including managing the sales, marketing, and research efforts of the TestDiet division of Purina Mills for several years.

Mr. Cunha also has experience as a radio broadcast producer and host, public speaker, candidate for political office, and elected public official.

Legal Proceedings

From time to time, the Company may be involved in legal proceedings. The results of such legal proceedings and claims cannot be predicted with certainty and, regardless of the outcome, legal proceedings could have an adverse impact on the Company’s business plan, because of defense and settlement costs, diversion of resources, and other factors. As of the date of this Offering Circular, the Company is not subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings pending or threatened against the Company.

We intend provide such periodic updates electronically at our website at www.theagilegroup.net, and documents will be provided electronically and via email. You may access and print all periodic updates provided through our website. As periodic updates become available, we will notify you of this by sending you an e-mail message that will include instructions on how to retrieve the periodic updates. If our e-mail notification is returned to us as “undeliverable,” we will contact you to obtain your updated e-mail address. We will provide you with paper copies at any time upon request. The contents of our website are not incorporated by reference in or otherwise a part of this Offering Circular.

COMPENSATION OF DIRECTORS AND OFFICERS

Compensation of our Board members and Officers is as follows:

[1] Salaries will accrue from the date of formation, August 31, 2020, until such time as the Company has raised $500,000 or achieved $500,000 in profit.  Thereafter, salaries will be paid monthly provided that the total monthly salaries does not exceed the greater of 6% of the total capital the Company raised or 8% of the Company’s total profits from its date of formation. 

-44-

Key Man Insurance

We do not have key man insurance on any member of the Board or Officer.

As of the date of this Offering Circular, the following table sets forth information regarding beneficial ownership of our capital stock by:

●each person, or group of affiliated persons, known by us to beneficially own 5% or more of our common stock; 

●each of our named Officers; 

●each of our directors and director nominees; and 

●all of our current Officers, directors and director nominees as a group. 

​The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

-45-

[1]Koala Holdings, LLC is owned by Keith Aichele and Rachel Surges. 

[2]Assumes the Company raising the maximum amount of this offering and none of the above identified beneficial owners purchase shares of Common Stock in this offering.  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The Management’s Discussion and Analysis may contain forward-looking statements. Investors should not place undue reliance on forward-looking statements, and should consider carefully the statements made in “Risk Factors” and elsewhere in this Offering Circular that identify important factors that could cause actual outcomes to differ from those expressed or implied in the Company’s forward-looking statements, and that could materially and adversely affect the Company’s business, operating results and financial condition.

The Management’s Discussion and Analysis should be read together with the financial statements and notes thereto, included elsewhere in this Offering Circular.

Overview

The Company is a newly formed company formed on August 31, 2020 and has a limited operating history. The Company’s current cash balance is $152,807.50 as of December 31, 2020. The cash balance is not sufficient to fund the limited levels of operations for any period of time. In order to execute the plan of operations, the Company will require varying amounts of capital based on the assets funded or acquired by the Company. The Company intends to continuously offer shares of Common Stock to investors on an ongoing basis to operate is business plan.

Operating History of the Company

The Company has limited operating history and has not yet earned any revenues, which may make it difficult for potential investors to evaluate the Company’s business and assess the future viability and prospects of the Company. The Company, at this time, has limited assets and resources.

Results of Operations

As of the date of this Offering Circular, the Company has not commenced operations. Having not commenced active operations, the Company is not aware of any material trends or uncertainties, favorable or unfavorable, other than economic conditions affecting the commercial and residential real estate industry and real estate generally, which may be reasonably anticipated to have a material impact on the capital resources and the revenue or income to be derived from the operation of our assets.

Liquidity and Capital Resources

As of the date of this Offering Circular, the Company is in the earliest stages of development and its cash balance is One Hundred Fifty Two Thousand, Seven Hundred Ninety-Seven and 50/100 Dollars ($ 152,807.50). The Company will likely have liquidity problems if it cannot raise sufficient funds to operate. In addition, in order to execute the plan of operations, the Company will require varying amounts of capital based on the assets funded or acquired by the Company. The Company intends to continuously offer shares of Common Stock to investors on an as needed basis to operate its business plan.

-46-

Related Party Disclosure

It is hereby disclosed that the majority shareholder of The Agile Group, Koala Holdings LLC (“Koala Holdings”), is also the majority owner of NextGen REI, LLC (“NextGen REI”) creating a sister company relationship. Additionally, it is expected NextGen REI shall earn compensation for services provided to The Agile Group and therefore Koala Holdings may benefit financially or otherwise from any such transactions.  Furthermore, Keith Aichele and Rachel Surges having ownership interests in Koala Holdings, may as a result benefit financially or otherwise from such transactions.  

Additionally, Keith Aichele and Rachel Surges also have an ownership interest in Misaic Group, LLC (“Misaic”), and any transactions between The Agile Group and Misaic may provide financial or other benefits to Keith Aichele and Rachel Surges.

Therefore, any transactions and relationships between The Agile Group and either NextGen REI or Misaic, or for any other company whereby such related-party relationships exist, shall be voted on by the board of directors. In voting on the transactions and relationships, neither Keith Aichele nor Rachel Surges (nor any other Director that may have an ownership interest in the related-party company at that time), may be able to vote on the transactions.

Separately, The Agile Group’s relationship with NextGen REI may provide a value to potential NextGen REI customers, resulting in an increase in customers and revenue from the services provided by NextGen REI.  

It is hereby disclosed that Director Bryan Knisley has an ownership interest in Paragon Asset Management Group, LLC (“Paragon”) and its subsidiaries Better Life Realty LLC (“Better Life Realty”) and Upside Offer LLC (“Upside Offer”).  Any of these organizations may bring project opportunities for The Agile Group to consider.  In such cases, Bryan Knisley will not be able to vote on The Agile Group participation.  However, in many cases, The Agile Group may elect to use Paragon in the renovation of properties or Better Life Realty for buying or selling of properties.  While Bryan Knisley will not be able to vote for such transactions, he may receive financial or other benefit from The Agile Group use of company services provided by Paragon, Upside Offer, or Better Life Realty.  

Separately, The Agile Group’s relationship with Better Life Realty, Paragon and Upside Offer, may provide a value to potential Better Life Realty, Paragon and Upside Offer customers, partners and agents; resulting in an increase in customers and/or agents and therefore revenue from the services provided by Better Life Realty, Paragon and Upside Offer.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

-47-

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another private offering, a venture capital round, an angel investment), employees exercising stock options, or by conversion of certain instruments (e.g., convertible bonds, preferred shares or warrants) into stock.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings.

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round,” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued and may issue in the future, and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it is important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

DESCRIPTION OF SECURITIES BEING OFFERED

General

The Company is offering up to 15,000,000 shares of Common Stock.

The following description summarizes the most important terms of the Company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of Company’s Articles, Bylaws and Shareholder Agreement, copies of which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of Company’s capital stock, you should refer to the Articles, Bylaws and Shareholder Agreement and to the applicable provisions of Nevada law.

-48-

The Company is authorized to issue up to 75,000,000 shares of capital stock, of which (i) 70,000,000 shares are Common Stock with a par value $0.001 per share; and (ii) 5,000,000 shares are Preferred Stock with a par value of $0.001 per share.

Preferred Stock

As of the date of this Offering Circular, there are no (0) shares of preferred stock (“Preferred Stock”) issued and outstanding.

Voting: Holders of Preferred Stock shall have one vote per one share of Preferred Stock.  

Dividends: Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Preferred Stock shall be entitled to receive, when, as and if declared by the board of directors, out of any assets of this corporation legally available therefor, any dividends as may be declared from time to time by the board of directors.  The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Liquidation: In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of Preferred Stock are entitled to share ratably in the net assets legally available for dividend to Shareholders after the payment of all debts and other liabilities of the Company.

Rights and Preferences: Holders of the Company’s Preferred Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Company’s Preferred Stock.

Transferability: The Company’s Preferred Stock is not freely transferable and is subject to the transfer restrictions in the Shareholder Agreement.  Additionally, the Company’s Preferred Stock is not registered under the Securities Act or under the securities law of any state or other jurisdiction.  Shares of the Company’s Preferred Stock are “restricted securities” and may be resold by Shareholders only in compliance with Rule 144 promulgated under the Securities Act.

Common Stock

Voting Rights: Holders of Common Stock shall have one vote per one share of Common Stock.  

Dividends: Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the board of directors, out of any assets of this corporation legally available therefor, any dividends as may be declared from time to time by the board of directors.  The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Liquidation: In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of Common Stock are entitled to share ratably in the net assets legally available for distribution to Shareholders after (i) the payment of all debts and other liabilities of the Company; and (ii) the liquidation preference payable to the holders of Preferred Stock.

Rights and Preferences: Holders of the Company’s Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Company’s Common Stock.

-49-

Transferability: The Company’s Common Stock is not freely transferable and is subject to the transfer restrictions in the Shareholder Agreement.  Additionally, the Company’s Common Stock is not registered under the Securities Act or under the securities law of any state or other jurisdiction.  Shares of the Company’s Common Stock are “restricted securities” and may be resold by Shareholders only in compliance with Rule 144 promulgated under the Securities Act.

PRIOR PERFORMANCE HISTORY

The Company is a newly formed entity and has no prior performance history.  

ADDITIONAL REQUIREMENTS AND RESTRICTIONS

Restrictions Imposed by the USA PATRIOT Act and Related Acts

In accordance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, the securities offered hereby may not be offered, sold, transferred or delivered, directly or indirectly, to any “unacceptable investor,” which means anyone who is:

●a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” or “blocked person” within the definitions provided under the Foreign Assets Control Regulations of the United States, or U.S., Treasury Department; 

●acting on behalf of, or an entity owned or controlled by, any government against whom the U.S. maintains economic sanctions or embargoes under the Regulations of the U.S. Treasury Department; 

●within the scope of Executive Order 13224 — Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001; 

●a person or entity subject to additional restrictions imposed by any of the following statutes or regulations and executive orders issued thereunder: the Trading with the Enemy Act, the National Emergencies Act, the Antiterrorism and Effective Death Penalty Act of 1996, the International Emergency Economic Powers Act, the United Nations Participation Act, the International Security and Development Cooperation Act, the Nuclear Proliferation Prevention Act of 1994, the Foreign Narcotics Kingpin Designation Act, the Iran and Libya Sanctions Act of 1996, the Cuban Democracy Act, the Cuban Liberty and Democratic Solidarity Act and the Foreign Operations, Export Financing and Related Programs Appropriations Act or any other law of similar import as to any non-U.S. country, as each such act or law has been or may be amended, adjusted, modified or reviewed from time to time; or 

●designated or blocked, associated or involved in terrorism, or subject to restrictions under laws, regulations, or executive orders as may apply in the future similar to any of those described above. 

An investment in us by an employee benefit plan is subject to additional considerations. This is because investments by employee benefit plans are subject to Employee Retirement Income Security Act of 1974, as amended (“ERISA”) fiduciary responsibility and prohibited transaction provisions and to restrictions imposed by Code Section 4975. The term “employee benefit plan” includes without limitation qualified

-50-

pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or IRAs established or maintained by an employer or employee organization. Among other things, consideration should be given to:

●whether the investment is prudent under Section 404(a)(1)(B) of ERISA; 

●whether in making the investment, the investing plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA; and 

●whether the investment will result in recognition of unrelated business taxable income by the plan and, if so, the potential after-tax investment returns. 

ERISA is a broad statutory framework that governs most U.S. retirement and other U.S. employee benefit plans. ERISA and the rules and regulations of the Department of Labor (“DOL”), under ERISA contain provisions that should be considered by fiduciaries of employee benefit plans subject to the provisions of Title I of ERISA, or ERISA Plans, and their legal advisors. The person having investment discretion concerning assets of an employee benefit plan is generally referred to as a “fiduciary”. Such person should determine whether an investment in us is authorized by the applicable governing plan instrument and whether it is a proper investment for the plan.

ERISA Section 406 and Code Section 4975 prohibit employee benefit plans from engaging in specified transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan.

In addition to considering whether the purchase of shares is a prohibited transaction, a fiduciary of an employee benefit plan should consider whether the plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code.

The Department of Labor regulations provide guidance concerning whether assets of an entity in which employee benefit plans acquire equity interests would be deemed “plan assets” under certain circumstances. Under these regulations, an entity’s assets would not be considered to be “plan assets” if, among other things:

(1)equity interests acquired by employee benefit plans are publicly offered securities — for example, the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered under some provisions of the federal securities laws; 

(2)the entity is an “operating company” — for example, it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority-owned subsidiary or subsidiaries; or there is no significant investment by benefit plan investors, which is defined to mean that less than 25% of the value of each class of equity interest is held by the employee benefit plans referred to above. 

We do not intend to limit investment by benefit plan investors in us because we believe that we qualify as an “operating company”. If the Department of Labor were to ever take the position that we are not an operating company and we had significant investment by benefit plans, then we may become subject to the regulatory restrictions of ERISA which would likely have a material adverse effect on our business and the value of our Common Stock.

-51-

Plan fiduciaries contemplating a purchase of shares offered hereunder are highly encouraged to consult with their own counsel regarding the consequences under ERISA and the Code in light of the serious penalties imposed on persons who engage in prohibited transactions or other violations.

ACCEPTANCE OF ORDERS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY OUR BOARD OF DIRECTORS OR ANY OTHER PARTY RELATED TO US THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS REGARDING INVESTMENTS BY ANY PARTICULAR PLAN OR THAT AN INVESTMENT WITH US IS APPROPRIATE FOR ANY PARTICULAR TYPE OF PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT THEIR ATTORNEY AND FINANCIAL ADVISORS AS TO THE APPROPRIATENESS OF AN INVESTMENT IN US BASED ON CIRCUMSTANCES OF THE PARTICULAR PLAN.

INVESTMENT COMPANY ACT CONSIDERATIONS

We intend to continue to conduct our operations so that neither we nor any subsidiaries we own nor ones we may establish will be required to register as an investment company under the Investment Company Act. A person will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an available exception or exemption, it (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

Our parent company does not meet the quantitative requirements of the definition of an “investment company” based on its most recent balance sheet, and we do not believe it will qualify under such definition under our present business model for the foreseeable future.

With respect to our subsidiaries, we rely on an exclusion from the definition of investment company provided by either Section 3(c)(5)(C) or Section 3(c)(6) of the Investment Company Act. Section 3(c)(5)(C) of the Investment Company Act, as interpreted by SEC staff, that requires us to invest at least 55% of our assets in “mortgages and other liens on and interests in real estate,” or Qualifying Real Estate Assets, and at least 80% of our assets in Qualifying Real Estate Assets plus real estate-related assets.

Investment Subsidiaries

Our investment subsidiaries will continue to invest in and manage a diversified portfolio of residential real estate investments. We expect to use a significant majority of the net proceeds from this offering to invest and hold at least 55% of our investment subsidiaries’ total assets in Qualifying Real Estate Assets, which include fee interests in real estate and may also include real estate loans (including senior mortgage loans, subordinated mortgage loans, mezzanine debt and participations (also referred to as B-Notes) that meet certain criteria outlined by the staff of the SEC), each of which are Qualifying Real Estate Assets. In addition, each such subsidiary will hold at least 80% of its total assets in a combination of Qualifying Real Estate Assets and real estate-related assets. We will monitor our investment subsidiaries’ holdings under the 55% test and the 80% test in order to comply with Section 3(c)(5)(C) and related guidance.

Based on these holdings, we believe that none of our investment subsidiaries are required to register as an investment company under the Investment Company Act. Consequently, we expect to continue to conduct our operations to continue to avail our investment subsidiaries of such exemptions from registration as an investment company under the Investment Company Act.

-52-

Intermediate Subsidiaries

With respect to certain intermediate holding companies that we operate, such entities are typically wholly owned by our parent company or another wholly owned subsidiary. Section 3(c)(6) of the Investment Company Act excludes from the definition of  “investment company” any company primarily engaged, directly or through majority-owned subsidiaries, in a business, among others, described in Section 3(c)(5)(C) of the Investment Company Act.

Under the Investment Company Act, a majority-owned subsidiary of a person is defined as a company 50% or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. For purposes of Section 3(c)(6), we intend to treat companies in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries.

To the extent we hold our real estate investments through intermediate holding subsidiaries, we rely on Section 3(c)(6) of the Investment Company Act. As with Section 3(c)(5)(C) with respect to our investment subsidiaries, we expect to conduct our operations to continue to avail our intermediate subsidiaries of the exemption from registration as an investment company pursuant to Section 3(c)(6).

The assets we and our subsidiaries may acquire are limited by the provisions of the Investment Company Act, the rules and regulations promulgated under the Investment Company Act, and interpretative guidance from the SEC and its staff. These limitations may adversely affect our performance. In addition, to the extent SEC staff provides different or more specific guidance regarding any of the matters bearing upon such exclusions, we may be required to adjust our strategy accordingly. Any additional guidance from the SEC or its staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen. The loss of our exclusion from regulation pursuant to the Investment Company Act could require us to restructure our operations, sell certain of our assets, or abstain from the purchase of certain assets, which could have an adverse effect on our financial condition and results of operations. See “Risk Factors — Risks Related to Our Company — If we were deemed an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as conducted and could have a material adverse effect on our business”.

REPORTS

We will furnish the following reports, statements, and tax information to each Shareholder:

Reporting Requirements under Tier II of Regulation A.   Following this Tier II, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: (i) an annual report with the SEC on Form 1-K; (ii) a semi-annual report with the SEC on Form 1-SA; (iii) current reports with the SEC on Form 1-U; and (iv) a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events, similar to the ongoing reporting obligation faced by issuers under the Exchange Act, however the requirement to file a Form 1-U is expected to be triggered by significantly fewer corporate events than that of the Form 8-K. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A.

Annual Reports.   As soon as practicable, but in no event later than one hundred twenty (120) days after the close of our fiscal year, ending August 31, our board of directors will cause to be mailed or made available, by any reasonable means, to each Stockholder as of a date selected by the board of directors, an annual report containing financial statements of the Company for such fiscal year, presented in accordance with GAAP, including a balance sheet and statements of operations, company equity and cash flows, with

-53-

such statements having been audited by an accountant selected by the board of directors. The board of directors shall be deemed to have made a report available to each Stockholder as required if it has either (i) filed such report with the SEC via its Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system and such report is publicly available on such system or (ii) made such report available on any website maintained by the Company and available for viewing by the Stockholders.

Tax Information.   On or before August 31 of the year immediately following our fiscal year, which is currently September1 through August 31, we will send to each Shareholder such tax information as shall be reasonably required for federal and state income tax reporting purposes.

Stock Certificates.   We do not anticipate issuing stock certificates representing shares purchased in this offering to the Common Stockholders. However, we are permitted to issue stock certificates and may do so at the request of our transfer agent. The number of shares held by each Shareholder, will be maintained by us or our transfer agent in our company register.

LEGAL MATTERS

We have retained Centarus Legal Services Ltd. to advise it in connection with the preparation of this Offering Circular, the Subscription Agreement and any other documents related thereto.  Centarus Legal Services Ltd. has not been retained to represent the interests of any Shareholder in connection with this offering. All prospective investors that are evaluating or purchasing or shares of Common Stock should retain their own independent legal counsel to review this Offering Circular, the Subscription Agreements and any other documents and matters related whatsoever to this offering, and to advise them accordingly.

HOW TO SUBSCRIBE

Subscription Procedures

Investors seeking to purchase shares of Common Stock who satisfy the “qualified purchaser” standards should proceed as follows:

●Read this entire Offering Circular (including all Exhibits hereto) and any supplements accompanying this Offering Circular. 

●Electronically complete and execute a copy of the Subscription Agreement. A specimen copy of the Subscription Agreement, including instructions for completing it, is included in this Offering Circular as Exhibit D. 

By executing the Subscription Agreement and paying the total purchase price for our shares of Common Stock subscribed for, each investor agrees to accept the terms of the Subscription Agreement and attests that the investor meets the minimum standards of a “qualified purchaser”, and for non-accredited investors that such subscription for shares of Common Stock does not exceed ten percent (10%) of the greater of such investor’s annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Subscriptions will be binding upon investors but will be effective only upon our acceptance and we reserve the right to reject any subscription in whole or in part.

Right to Reject Subscriptions.   After we receive your complete, executed Subscription Agreement and the funds required under the Subscription Agreement have been received, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, generally without interest and without deduction.

-54-

Acceptance of Subscriptions.   Upon our acceptance of a Subscription Agreement, we will countersign the Subscription Agreement and issue the shares subscribed at closing. Once you submit the Subscription Agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Minimum Purchase Requirements

You must initially purchase at least five hundred (500) shares of Common Stock at a price of $1.00 per share of Common Stock. We reserve the right to revise the minimum purchase requirements in the future.

INDEPENDENT AUDITORS

The Company is a Nevada corporation, formed on August 31, 2020, and although it has conducted no operations to date, it has incurred expenses associated with the formation of the business, and, accordingly, we are providing financial statements of the Company from the date of formation through December 31, 2020. The financial statements have been audited by Berman, Sosman & Rosenzweig, CPAs PLLC, an independent registered public accounting firm, as stated in its report included in this Offering Circular, and have been included in this Offering Circular in reliance on such report, given on authority of said firm in auditing and accounting.

ADDITIONAL INFORMATION

We have filed with the SEC an offering statement under the Securities Act on Form 1-A regarding this offering. This Offering Circular, which is part of the offering statement, does not contain all the information set forth in the offering statement and the exhibits related thereto filed with the SEC, reference to which is hereby made. Upon the qualification of the offering statement, we will be subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are registered pursuant to Regulation A, and accordingly, we will file annual reports, semi-annual reports and other information with the SEC. You may read and copy the offering statement, the related exhibits and the reports and other information we file with the SEC at the SEC’s public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information regarding the operation of the public reference rooms. The SEC also maintains a website at www.sec.gov that contains reports, information statements and other information regarding issuers that file with the SEC.

You may also request a copy of these filings at no cost, by writing, emailing or telephoning us at:

The Agile Group, Inc.

304 S Jones Blvd #364

Las Vegas, NV 89107

Phone: 702-707-9988

Email: support@theagilegroup.net    

Within 120 days after the end of each fiscal year we will electronically provide to our members of record an annual report. The annual report will contain audited financial statements and certain other financial and narrative information that we are required to provide to members. The Company does not intend to send paper copies out of its reports unless requested in writing by a Shareholder.

*** End of Document ***

-55-