The VAULT 970 Yuma Street Denver by fjzhangweiqun

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									  The VAULT
970 Yuma Street
  Denver, CO


    July 2009
 CONFIDENTIAL                                                                        CONFIDENTIAL

            THE UNITS DESCRIBED IN THIS EXECUTIVE SUMMARY HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
            ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES
            LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
            STATE AGENCY HAS REVIEWED OR APPROVED THIS EXECUTIVE SUMMARY
            OR THE MERITS OF THE COMPANY’S CONTEMPLATED OFFERING. ANY
            ASSERTION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            THIS EXECUTIVE SUMMARY DOES NOT CONSTITUTE AN OFFER TO SELL OR
            A SOLICITATION OF AN OFFER TO BUY UNITS IN ANY JURISDICTION.



              EXECUTIVE INVESTMENT SUMMARY
                  NINE THOUSAND (9,000) UNITS OF MEMBERSHIP INTEREST ($500 PER UNIT)

         The VAULT, LLC, a recently formed Colorado limited liability company (the “LLC” or the
 “Company”), is under contract to purchase from 970 Yuma, LLC (“Seller”) an Industrial Warehouse
 property (the “Property”) located at 970 Yuma Street, Denver CO 80204. The closing of the Company’s
 purchase of the Property is scheduled for July 24, 2009. As its sole business, the Company intends to
 manage the property.

       The Company is considering offering for sale, to selected potentially qualified investors, units of
 membership interest in the Company (“Units”) as follows:

                                              Selling            Net Proceeds to the
                       Offering Price       Commissions              Company                  Percent Interest
Per Unit:                   $500                  -0-                    $500                    0.01111%
Total Offering:         $4,500,000.00             -0-               $4,500,000.00                  100%
 (9,000 Units)

         If the offering commences, Units may be sold to up to Thirty (30) sophisticated but non-
 accredited investors and an unlimited number of accredited investors. See “TERMS OF THE
 OFFERING: Suitability Requirements” below.

          If the Company proceeds with the offering, the offering of the Units will commence upon the
 circulation of a Confidential Private Placement Memorandum (the “PPM”), and will continue until the
 earlier to occur of (i) acceptance by the Company of subscriptions for Units totaling $4,500,000, or (ii)
 August 31, 2009. In particular, the offering may continue after the Company purchases the Property. If
 and to the extent that all 9,000 offered Units are not fully subscribed by third-party investors by August
 31, 2009, Mr. R. Brian Watson will retain the balance of the Units. See “USE OF PROCEEDS” below.

            THIS EXECUTIVE SUMMARY WILL BE SUPERCEDED IN ITS ENTIRETY
            BY THE PPM IF THE COMPANY ELECTS TO PROCEED WITH THE
            OFFERING. NO PERSON SHOULD INVEST IN THE COMPANY UNTIL
            THEY HAVE RECEIVED AND CAREFULLY REVIEWED THE PPM. IN
            THE EVENT OF ANY CONFLICT BETWEEN THE PPM AND THIS
            EXECUTIVE SUMMARY, THE PPM SHALL CONTROL IN POINT OF
            CONFLICT.
THE OPPORTUNITY
     In October 2008, Northstar Commercial Partners (“NCP”) formed an investment LLC called 970
     Yuma, LLC to purchase the property located at 970 Yuma Street, Denver, CO 80204. As of early
     June 2009, renovations were completed, transforming it into a private luxury warehouse. NCP is
     now recasting the investment as an opportunity for thirty (30) investors to purchase a 1/30th share
     of the Property. The Property consists of an industrial warehouse building measuring ±21,570 SF
     on ±18,946 SF (±0.43 acres) of land that has been completely remodeled and upgraded into a
     personal luxury warehouse. Prior to closing, NCP will create The LLC, which will be the
     ownership entity for the investment.

     The primary strategy is to purchase the property at the price of $3,850,000 and immediately lease
     the facility to the The LLC – The Private Executive Network with a ten (10) year lease. The LLC
     will consist of thirty (30) Founding Members who will each invest $150,000 into the entity for a
     total of $4,500,000 to purchase the property. The total amount reflects the transaction costs and
     associated holding costs.

     NCP and The LLC have identified a network of high-net worth individuals and influencers who
     desire to participate in a collaborative leadership network that would be headquartered at the
     Property. The Property, a former cash storage facility, is the perfect fit for The LLC with its
     close-to-downtown location and extensive security features (including interior doors with bullet
     proof glass and bank-grade vault doors). Renovations included interior warehouse painting, new
     lighting and electrical, high-gloss epoxy floor painting, showroom lighting, renovation of the
     second floor office space, roof repairs, and the installation of multiple features to personalize the
     building including a bar/lounge, commercial-grade kitchen, workout facility, archery range, home
     theater, game room, shooting range, 3,000 bottle wine cellar, and state-of-the-art security and
     sound systems. The plan is to offer a unique facility for discerning individuals unlike anything in
     the marketplace.


THE PROPERTY
     The Property is located just south of Denver’s central downtown business district. The Property
     sits on a frontage road to Interstate 25, the region’s main north-south corridor. The Interstate is
     easily accessible from nearby exits and on-ramps for both north bound and south bound travel.
     Nearby businesses include an auto salvage yard, warehouse and wholesale operations. The area
     is considered a mature market with little room for new construction and stable to increasing lease
     and sale rates. The facility was formerly used for coin and currency processing and delivery by
     its previous owner, Loomis Fargo and Company. The building was vacated in 2007 when
     Loomis consolidated three of their smaller Denver facilities into a larger, single location.

     The building footprint covers nearly 100% of the land and includes ±3,200 SF of second floor
     office space. The warehouse building is constructed of masonry block with a brick veneer on the
     front side. The square shaped building includes a large, open garage-style space with 12’ clear
     ceilings accessible through two drive-in doors. The south and east sides of the main warehouse
     contain several storage rooms and walk-in vaults. The south end of the building also includes
     ±3,200 SF of second story office space accessible through a separate, exterior doorway. The
     office layout is unique and appealing since it could be used in conjunction with the warehouse or
     completely separate if desired. Two of the building’s attributes - low ceiling height and lack of a
     yard area/parking - would typically be difficult to overcome obstacles; however these actually
     become benefits in the LLC’s plan.

CAPITAL IMPROVEMENT COSTS
     In the investment model, $100,000 is allocated for placing dedicated features that would be
     required by the tenant to finalize the VAULT facility. Recently completed improvements include
     high glass epoxy floor coating, showroom lighting, lounge with bar, wine cellar, indoor shooting
     range, archery range, commercial kitchen, home theater, and state of the art security and sound
     systems. The second floor office space was renovated and updated. The entire renovation project
     was designed by Mr. Jim Hyatt, a world-renowned designer and architect based in Denver, whose
     design accomplishments include the design for the Sheik and Sheika’s palaces in Abu Dhabi,
     United Arab Emirates and several Four Seasons hotels.

ENVIRONMENTAL INVESTIGATION

     The current owner, 970 Yuma, LLC engaged Evergreen Engineering and Environmental Services
     to conduct a Phase One study of the property upon its acquisition in October, 2008. During due
     diligence it was discovered that an underground gasoline storage tank had been emptied and
     closed in place outside of the building. Soil tests performed during due diligence indicated that
     trace amounts of diesel fuel exists in the soil. These levels are well below state standards that
     would require any mitigation. In addition, since the tank in question previously contained
     gasoline, not diesel, it is believed the diesel has originated from some unknown off-site source.
     As a condition of the transaction, the previous owner, Loomis Fargo, removed the tank and we
     have received “No Further Action” status from the State of Colorado. Upon completion of their
     study, Evergreen concluded that there were no other environmental concerns which would require
     additional investigation or remediation at the property and issued a reliance letter to cover
     Northstar Commercial Partners and 970 Yuma, LLC under the Phase I report. Copies of the
     environmental report are available for investor review on the Northstar website or by request.
PICTURES OF BUILDING




                       ORIGINAL VAULT DOOR
DINING AREA




WINE VAULT
      BAR & LOUNGE




GAME ROOM & CIGAR HUMIDOR
   THEATRE




SHOOTING RANGE
 WAREHOUSE & SHOWROOM




FULL SERVICE CATERER KITCHEN
THE PROPERTY




Property Location:                        970 Yuma Street, Denver CO 80204
Building Size:                            ±21,570 SF
                                          Clear Height: 12’ 8”
Facility:
                                          Column Spacing: 44’x35’
                                          Zoning: I-2
                                          County: Denver
                                          Flood Zone: Zone AE - flood insurance is required
                                          Construction: Concrete Block & Brick
                                          Roof: Modified & Built Up; currently in fair condition.
                                          Power: 800 amp, 120/208 volt; considered adequate for
                                          proposed uses (new switch gear in service).
                                          Fire Sprinkler System: Wet system covers warehouse
                                          and most first floor offices but none of the second floor
                                          offices.
                                          Doors: 2 Drive-In
                                          Yard Area: None
                                          Off Street Parking: None (Since the building will be
                                          used for vehicle storage, the City of Denver has verbally
                                          indicated they will waive off-street parking requirements.)

Land Size/Acres:                          ±18,946 SF (±0.43 acres)

Year of Construction:                     1967
                                          Ten (10) year lease with The VAULT, LLC to be signed
Property Status:
                                          before closing.
Contract Price:                           $3,850,000

Capital Improvements and Closing Costs:   $650,000

Investment Strategy:
                                          Lease out the property to The VAULT LLC.
PROPERTY LOCATION




                    Regional Map View of Property Location




                       Local View of Property Location
AERIAL VIEW OF SITE




             Subject property is within 2 miles of the central downtown business district
                         and both of Denver’s professional sports facilities.
FLOOR PLAN
TENANT


     THE VAULT
     Secure. Private. Exclusive.


     The VAULT will be Denver’s first private, secure and armored event center located in the heart
     of the city. This stunning, one of a kind facility designed by award winning architect, Jim Hyatt,
     offers over 18,000+ square-feet of luxurious space for social events. The facility combines world
     class amenities with comprehensive, high-level security features including armored and bullet
     proofed areas and dedicated access for vehicles, providing complete peace of mind for guests.


     The VAULT amenities include a bar and lounge area, a deluxe gaming room complete with
     billiard and poker tables, a private dining area, cigar lounge, movie theatre, and a climate
     controlled 3,000 bottle wine vault accessible for private tastings. Other amenities include indoor
     private shooting range (the only one of its kind in central Denver), indoor archery range, gun
     vault, exotic car showroom, work out facilities with a full bathroom, DJ Booth and dance floor,
     lavish living room / lounge, deluxe commercial kitchen, Wi-Fi Internet access and professional
     presentation resources for all size and types of events.

     This secure event venue will be the first of its kind to offer local leaders and influencer's access to
     private lunches, events and receptions with professional athletes, high profile leaders and
     celebrities. Though the venue can be reserved for special functions, The VAULT Membership
     will be private and closed to the general public. (Full business plan available upon request.)

     Lease Terms

              Ten (10) Year Lease Term
              Rental Rate: $26.08 per sq ft (NNN) with annual increases
              Security Deposit: None
              Personal Guaranty: None




LINK TO VIEW VAULT PHOTOS:
     http://www.northstarcp.com/970yuma/vaultphotos/index.html
INVESTMENT SUMMARY

Purchase Price:+                                                                    $3,850,000
Projected Costs:
  Legal & Accounting Fees:                                                             $12,500
  NCP Advisory Fee (4% of Purchase Price):                                           $154,000
  Estimated Capital Improvement/Art/Furniture Expenses:                               $483,500
Total Investment Cost:                                                              $4,500,000

Total Equity Required
  Total Capital Partner Equity Requirement                                          $4,500,000
  Number of Investors                                                                      30*
  Minimum Investment Amount:                                                         $150,000



Required Date for Receipt of Capital Investment                                   July 24, 2009
Projected Date of Closing:                                                        July 31, 2009




INVESTMENT RETURN PROJECTIONS
    1. First Tier of Distribution: 12.5% annualized return on the $150,000 investment distributed
       annually. This distribution is the return of capital. Once all capital is returned, 12.5% annually
       is then straight return on invested dollars.

    2. The VAULT Entity pays market lease rates once building is paid off.

    3. The 30 Founding Members will also receive a ten (10%) profits interest in The Denver VAULT
       operations entity which is then distributed annually in thirty (30) equal shares. It is estimated
       that this entity should net in excess of $2,028,000 per year by the second year of operations.
       (see pro forma on next page).

    4. Lifetime Membership as a Founding Member in “The VAULT” Members Club at no additional
       cost. Equivalent to $1,800 annually.

    5. Should a 75% majority of the Founding Members vote to sell the building, members shall
       receive their proportionate share of interest from the net proceeds of the sale.

*R. Brian Watson will be the first Founding Member as he will invest $150,000 into the
LLC for a 1/30th interest. Consequently, only 29 shares shall be offered to outside investors.




Proprietary Information of Northstar Commercial Partners
 VAULT FINANCIALS                                                                              First Year Assumptions                                         Year 1          Year 2           Year 3             Year 4           Year 5
                                                                           LOW                            MID                        HIGH                                                      MID
   Income                                                                225 Members                  300 Members                 450 Members
   Member's Club - Membership Dues*                              $                337,500      $                 450,000      $              675,000      $     450,000   $      652,500   $      946,125     $   1,371,881   $ 1,989,228
   Event Space Rentals**                                         $                656,250      $                 875,000      $            1,312,500      $     875,000   $      962,500   $    1,058,750     $   1,164,625   $ 1,281,088
   Food, Liquor & Beverage***                                    $                703,125      $                 937,500      $            1,406,250      $     937,500   $    1,031,250   $    1,134,375     $   1,247,813   $ 1,372,594
   Misc Event Revenue****                                        $                174,750      $                 233,000      $              349,500      $     233,000   $      256,300   $      281,930     $     310,123   $   341,135

   Total Income                                                  $               1,871,625     $                  2,495,500   $               3,743,250   $   2,495,500   $    2,902,550   $    3,421,180     $   4,094,442   $ 4,984,044

   Expenses
   Personnel - GM                                                $                 75,000      $                    75,000    $                 75,000    $      75,000   $      78,750    $         82,688   $      86,822   $      91,163
   Personnel - Benefits                                          $                 11,250      $                    11,250    $                 11,250    $      11,250   $      11,813    $         12,403   $      13,023   $      13,674
   Professional Services - Accounting                            $                 15,000      $                    15,000    $                 15,000    $      15,000   $      15,750    $         16,538   $      17,364   $      18,233
   Professional Services - Website                               $                 15,000      $                    15,000    $                 15,000    $      15,000   $       5,000    $          5,250   $       5,513   $       5,788
   Marketing                                                     $                 50,000      $                    50,000    $                 50,000    $      50,000   $      50,000    $         50,000   $      50,000   $      50,000
   Professional Services - Legal                                 $                 25,000      $                    25,000    $                 25,000    $      35,000   $      10,000    $         10,500   $      11,025   $      11,576
   Administration - Facility Lease (NNN)                         $                562,500      $                   562,500    $                562,500    $     562,500   $     562,500    $        579,375   $     596,756   $     614,659
   Administration - Technology (Computers/Phones/etc)            $                 10,000      $                    10,000    $                 10,000    $      10,000   $       5,000    $          5,250   $       5,513   $       5,788
   Administration - Insurance                                    $                 35,000      $                    35,000    $                 35,000    $      35,000   $      36,050    $         37,853   $      39,745   $      41,732
   Administration - Taxes                                        $                 22,000      $                    22,000    $                 22,000    $      22,000   $      22,660    $         23,340   $      24,040   $      24,761
   Administration - Utilities                                    $                 36,000      $                    36,000    $                 36,000    $      36,000   $      37,080    $         38,192   $      39,338   $      40,518
   Administration - Maintenance                                  $                 12,000      $                    12,000    $                 12,000    $      12,000   $      12,360    $         12,978   $      13,627   $      14,308
   Administration - New Furniture and Furnishings                $                 10,000      $                    10,000    $                 10,000    $      10,000   $      10,000    $         10,000   $      10,000   $      10,000
   Administration - Property Management                          $                 16,875      $                    16,875    $                 16,875    $      16,875   $      16,875    $         17,381   $      17,903   $      18,440

   Total Expenses                                                $                895,625      $                   895,625    $                895,625    $     905,625   $     873,838    $        901,747   $     930,669   $     960,641


   Net Income/(Loss)                                             $                976,000      $                  1,599,875   $               2,847,625   $   1,589,875   $    2,028,713   $    2,519,433     $   3,163,773   $ 4,023,403
   10% Allocation to Founding Investors / Members                $                 97,600      $                    159,988   $                 284,763   $     158,988   $      202,871   $      251,943     $     316,377   $   402,340


   Assumptions                                                                                                                                                            Founding Investor / Member Summary

   Monthly Memberships                                               Number of Members          Annual Revenue / Member              Total                                Total Available Investment                              $4,500,000
   Member's Club                                                                         300             $1,500                    $450,000                               1/30th Share                                              $150,000
                                                                                                                    Total          $450,000
                                                                                                                                                                          Facility Lease Revenue (NNN)                        $     562,500
   Event Space Rentals                                               Number of Events              Revenue per Event                 Total                                1/30th Share                                        $      18,750
   Events - Regular Nights/Days                                                          125            $5,000                     $625,000                               Return %                                                   12.50%
   Events - Holidays & High Demand Nights/Days                                            25            $10,000                    $250,000
                                                                                                                   Total           $875,000                               10% of Operating Profits (Average)                  $     266,504
                                                                                                                                                                          1/30th Share                                        $       8,883
                                                                                                                                                                          Return %                                                    5.92%
   Food, Liquor & Beverage (250 people per event)                    Number of Events                   Revenue                      Total
   Liquor & Beverage ($15)                                                               150             $3,750                    $562,500                               Membership Dues (Annual Equivalent)                 $       1,800
   Food ($10)                                                                            150             $2,500                    $375,000                               Return %                                                    1.20%
                                                                                                                      Total        $937,500

   Misc. Event Income (10% + commission received from vendors)       Number of Events                   Revenue                      Total                                Total Annualized Return                                    19.62%
   Security                                                                              150              $400                      $60,000
   Catering                                                                              150              $500                      $75,000
   Valet                                                                                 150              $250                      $37,500
   Photography                                                                           150              $150                      $22,500
   Exotic Car Rentals                                                                     38             $1,000                     $38,000
                                                                                                                      Total        $233,000




Founding Investor / Member Summary

Total Available Investment                                                                                                            $4,500,000
1/30th Share                                                                                                                            $150,000

Facility Lease Revenue (NNN)                                                                                                      $              562,500
1/30th Share                                                                                                                      $               18,750
Return %                                                                                                                                          12.50%

10% of Operating Profits (Average)                                                                                                $              266,504
1/30th Share                                                                                                                      $                8,883
Return %                                                                                                                                           5.92%

Membership Dues (Annual Equivalent)                                                                                               $                       1,800
Return %                                                                                                                                                  1.20%


Total Annualized Return                                                                                                                             19.62%




Proprietary Information of Northstar Commercial Partners
WEBSITE

         NCP Website

         Additional information on this investment opportunity can be viewed on the secure NCP
         website, or by mail upon request. Please contact R. Brian Watson for login instructions. The
         following materials are available online:

         •    Photo Slideshow

         •    Building Floor Plan

         •    Financial Pro forma Details

         •    Factors to Consider

NOTICES

         NOTICE REGARDING FORWARD-LOOKING STATEMENTS
         This Executive Summary and related documents located in the secure areas of Northstar
         Commercial Partner’s website at (www.northstarcp.com) (the “Website”), contain forward-
         looking statements and forecasts concerning the Company’s or management’s plans, intentions,
         strategies, expectations, predictions and financial forecasts concerning the Company’s future
         activities and results of operations and other future events or conditions. For this purpose, any
         statements contained herein that are not statements of historical fact may be deemed to be
         forward-looking statements. Without limiting the generality of the foregoing, words such as
         “may,” “will,” “could,” “estimate,” “might,” or “continue” or the negative or other variations
         thereof or comparable terminology are intended to identify forward-looking statements.
         Sections of this Executive Summary and the Website containing such statements include, but
         are not limited to the Business Plan, “Factors to Consider”, and the Financial Statements.

         The Company’s actual results or activities or actual events or conditions could differ materially
         from those forecasted by the Company, due to a variety of factors, some of which are beyond
         the control of the Company. See “Factors to Consider” for a discussion of certain other factors
         that could cause the Company’s actual results or activities or actual events or conditions to
         differ from those anticipated by the Company. Forecasts concerning the Company’s future
         results of operations and expansion plans are based on a number of assumptions and estimates
         made by management of the Company. These estimates and assumptions are believed by
         management to be reasonable, but are uncertain and unpredictable. To the extent that actual
         events differ materially from management’s assumptions and estimates, actual results will differ
         from those forecasted.

         The investment returns outlined above in this Executive Investment Summary are in no way
         guaranteed by Northstar Commercial Partners, 970 Yuma, LLC, or any affiliate or
         representative thereof.




Proprietary Information of Northstar Commercial Partners
NOTICES
     NOTICE TO INVESTORS
     AN INVESTMENT IN THE OFFERED SECURITIES INVOLVES A HIGH DEGREE OF
     RISK. THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
     SECURITIES LAW. NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
     ANY STATE REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR
     ADEQUACY OF THIS EXECUTIVE SUMMARY OR ENDORSED THE MERITS OF THE
     OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
     SECURITIES PURCHASED IN THIS OFFERING WILL BE SUBJECT TO CERTAIN
     RESTRICTIONS ON TRANSFER, AS SET FORTH IN THE OPERATING AGREEMENT
     OF THE COMPANY.

     NOTICE TO COLORADO INVESTORS
     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE COLORADO
     SECURITIES ACT AND MAY NOT BE SOLD WITHOUT REGISTRATION UNDER
     THAT ACT OR EXEMPTION THEREFROM.

								
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