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									                 TURTLE ROCK RESORT


   We are very fortunate to have been able to develop this unique and rare coastal
property. Developable property available on the coast is a seldom found commodity.
We are privileged to be able to further develop it so many visitors can experience it’s
  pristine majesty, while enjoying up to date comfort, technology, and recreation.

  The property is 22 acres situated on the Pacific ocean, with access to a fourteen mile
stretch of beach suitable for long seaside walks, agate and driftwood gathering, sunset
 viewing, and the awe of the sea. In addition we offer over 2000 feet of Hunter Creek
    frontage, with a private beach, great for canoeing, brimming with steelhead and
         salmon, joyful otters, graceful herons, and the ebb and flow of nature.

The grounds themselves present a pond, fern grottoes, pines, tan oaks, firs, and
willows for sun filled or shady RV spaces, and water or forest view cottages, soothed
by the sound of the ocean surf. Highway 101, which has been designated as a National
Scenic Highway, is the main road through the area with 6,200 vehicle count per day. It
runs through the south edge of the property, providing easy access and excellent
visibility, without intruding on the natural feeling.


We are within the Gold Beach city limits, which has been attracting visitors with its
beauty since 1850, when gold was discovered. Gold Beach offers restaurants, gift
shops, art galleries, hiking trails, ocean, surf, and river fishing and the mighty Rogue
River in a small town secure atmosphere.
Eight miles to the north is a golf course. To the south is a gambling casino, and
delightful fields of commercially grown lilies.

State of the art RVers and travelers are demanding technology with nature,modern
convenience and natural beauty, vacationing in nature with all societies' systems at
their fingertips. Turtle Rock provides both ends of the spectrum, with the ocean and
creek, trees,wifi access to each site, the grandeur and beauty that is available on the
southern Oregon coast with all the conveniences guests desire.

We have created a destination resort unique from anything from anything in the area
from the northern California coast to the northern part of the Oregon Coast. It is a
magnificent setting which offers much more than most of the parks in this over 200
mile range. It has large spaces, grass, trees, ocean, creek, wifi, activities for the
good and bad weather, and has planned a swimming pool, recreation room,
playground, volley ball / basket ball court, plus all the water activities involved with
Hunter Creek and the ocean.

Turtle Rock has been written up in the November/December issue of Oregon Coast
Magazine, Diesel Magazine, used as a cover story for the latest issue of Park Model
Living, was included in the travel book Treasures on the Oregon Coast, and was
awarded Business of the Year in Gold Beach in 2005.

The property is zoned commercial 4-C with a multitude of uses for additional RV
spaces, condominiums, storage units, retail center, auto service center, motel,
manufactured home park for both the used and unused parts of the property.      It is
possible to condinuminize the sites with creek front getting as much as $160,000 per
site and inland sites at $120,000 to $140,000 per site.

The recent sale of a former motel on 2 1/4 acres on the east side of Highway 101 sold
for $2.4 million. That is a sales price of more than $1 million an acre when
considering the cost of demolition. The motel was torn down to build condominiums.

Sebastian Shores town homes, less than one quarter mile from Turtle Rock are now
selling for a high of $750,000.

Turtle Rock is located within three miles of government facilities, Curry County
Courthouse, Curry General Hospital, and the Gold Beach Municipal Airport.


                                                        Cottage Interior

This project’s success can only increase because of it’s location, beauty, number of
visitors already coming to the area, and the area’s lack of such a resort as we envision.
We have the expertise and experience to accomplish what is set forth in this plan.


Turtle Rock RV Resort was named because of the large turtle shaped rock on the beach
across from Hunter Creek. We use the turtle as a special feature of the resort and to
help create an image. It is used everywhere we can to help people remember us. We
have created brand recognition.

We hope you enjoy reading this prospectus and anticipate with your new found
knowledge of our exciting project you will be as enthused as we are about it’s grand
potential for success.


We have developed this resort into one of the largest and best appointed on the
Southern Oregon coast with nothing comparable to it for a 200 mile range. We are
increasing our profits as we develop our potential.
We are offering a service for travelers and people wanting a resort atmosphere. We
are filling a market niche which is still rather empty on the Southern Oregon Coast, an
RV and lodging resort by the ocean with ambiance and amenities that will draw people
again and again. We offer updated features, wifi, and recreation opportunities. We
compliment the existing businesses in the area with a fine resort on the coast.

Turtle Rock appeals to multiple market segments so as to have maximum occupancy.
We accommodate overnighters, tenters, RV's, travelers
needing an already existing accommodation, and people wanting a
permanent vacation home, which, when not owner occupied can be rented out for both
the owners' and the resort's profit.


Turtle Rock has become an economic asset to the community of Gold Beach. We are
achieving this goal by bringing in more tourism dollars to the area, hiring local people
at a livable wage, and will make available the exercise facility and the pool to area
residents on a membership basis. The community has several times voted on a
community pool, the last vote failed by only a handful of votes. Through our long-
term commitment to this mission, we have become known as a profitable,
professionally run company who serves its customers well, cares for the community,
and contributes to the local economy.


Our Resort is designed as a destination resort to attract guests and to create a desire
to return to stay with us again. We offer a beautiful setting next to the ocean with
trees, grass, spacious sites, cottages and soon a pool and exercise gym, and game
room (permits are in place for these projects).
Our customers remember us for our friendliness and service and by the little extra
touches that are slight in cost but big in impact. Examples: Including a dog biscuit
with the rules for dogs, to each client with a dog.    We go out of our way to make sure
our clients are well taken care of and train our entire staff to do the same.

The opportunity for profit is higher now than it has ever been for RV parks in the past,
and so is the demand for a good product, according to John Imler, Certified Park
Operator and RV Park Consultant/developer. Our resort has become one of the best,
offering what customers demand, and continuing to become more profitable.


Turtle Rock LLC owns the property which includes two parcels that make up the 22 acre
park, tax lots 100 and 200. Existing on the 22 acres are 102 RV sites, (we are
permitted for 109) one 816 square foot bath house with six unisex units each with two
headed showers, equipped with handicap ramp access, and one horseshoe court.
Laundry facilities are located in the bath house with four coin operated washers and
dryers for guests and four washers and dryers for cottage laundry. There is also a
1600 square foot registration office and store with additional washer and dryer and a
1600 square foot managers quarters with a deluxe spa. We are in the process of
building a 3000 square foot rec building.
There are seventeen privately owned cottages, 15 of which are in the rental pool.
Turtle Rock owns three cottages.
Each cottage includes private hot tub, fully equipped kitchen, and decks. The rental
cottages are well stocked by the owners with everything needed for a very pleasant
stay. They sleep four to six and rents range from $139 to $179 a night for two
people, $15 per night for extra guests. Guests have discovered Turtle Rock offers a
better value and a more pleasant atmosphere than hotel rooms. Each cottage is
decorated by the owners who have done extraordinary jobs with the decor.
Sales prices range from $72,000 for a resale to $179,000. Using out sourcing for sales
Turtle Rock receives $15,000 to $35,000 of the net sales and set up. This amounts to
$15,000 to $35,000 per sale.
The resort is in an outstanding location, visible from Highway 101 yet protected from
the road enough to make it a very desirable location to stay. Because of it's beauty
and location it has tremendous potential. We are on a permitted city water and sewer
system .
It is possible to sell twelve to fifteen cottages a year now that the resort is
established. This amounts to $427,000 as feasible net profit from sales of cottages
alone.    Turtle Rock now makes $15,000 to $35,000 net with out sourced sales. That
net profit could double to $30,000, to $70,000 if the resort owner set up and sold
directly to buyers.

                             Office, managers’ quarters, bath house


Turtle Rock RV Resort is operated as Turtle Rock LLC, a Limited Liability Company
registered with the State of Oregon, Registry number 632097-88.
Kachina and Julian Starr are the managers / members.
                                                        Forest View Cottage


Tourism has grown in Oregon an estimated 5.8% from 1991 to 2002 according to the
Oregon Tourism Commission. Spending by travelers has grown almost twice as fast as
inflation. When adjusted for inflation the real growth rate in travel spending averaged
3.3% per year.
Oregon has implemented a 1% transient tax which began January 1, 2004 and will
place the state in a position of 76% of the average state tourist budget, up from 24%.
This results in more buying power for marketing the state as a travel destination and
will help to increase Turtle Rock’s business.
In spite of challenging times for the travel industry Gold Beach had an increase in
transient taxes of 14.80% from 2002 to 2003. 2003 was Gold Beach’s most successful
summer season on record. The area and Turtle Rock have been discovered!
The travel trend of less flying and more family oriented vacations bodes extremely
well for Turtle Rock Resort. Americans want travel without the worry or stress of
airline uncertainties and delays. Resorts such as Turtle

Rock are viewed as havens of peace and relaxation.
We will become very successful because of the location of the resort, timing,
and our talents.


There are currently over 9 million RV owners in the United States, plus tens of
thousands of individuals renting RV's. Major RV rental firms report that their entire
fleets are reserved in advance of the vacation season. The RV is popular with the
American public and it’s popularity is growing annually Combined, the new, used, and
rental segments have an economic impact of approximately $16 billion in the US.
Industry vehicle sales projections for today and the foreseeable future are strong,
indicating a substantial growth trend. Low interest rates and the improving economy
favor both cottage and RV sales. Prospects call for industry growth to exceed the
general economy well into the next century.

According to the Recreational Vehicle Industry Association (RVIA) RV sales figures
indicate further increased demand. According to RV News, motor homes with diesel
engines and slide outs, and fifth wheel trailers are doing particularly well. In 1996
the RVIA reported 466,800 unites were shipped to retailers. Motor homes and
towables estimated retail valued of shipments was $5,690,400. The average price of
an RV rose 3.9% due in part due to more products with extra features such as slide
outs, longer motor homes and increased use of diesel powered chassis.

                                                                      RV Space

This is a changing industry evolving from mom and pop parking lots to RV resorts that
reflect a higher level of professionalism and new level of profitability thought
impossible in the past. RV manufacturers are responding with redesigned vehicles and
diesel pusher coaches. RV resorts must be able to accommodate conventional travel
trailers, fifth wheels, folding camping trailers, motor coaches priced at $700,000 and
up, motor

                                                        Highway 101 Sign

homes constructed on a specially designed motor vehicle chassis ranging from $50,000
to $300,000 and conversion vehicles.

This means Turtle Rock must provide the best in accommodations to RVers who demand
the best for their very expensive rigs. They expect amenities equivalent to the quality
in which they travel and are willing to pay good prices for a park worthy of their
expectations. This is what we provide.

        Tourists who use RVs rather than hotels and motels while in transit to
a destination.
        Traditional vacationers and weekenders who spend most of their time
at facilities close to home.
        RV Clubs similar to traditional vacationers.
        Snowbirds which do make up a portion of Gold Beach' s RVers.
They migrate to the best climates with the seasons.
        Extended stay people are retirees, working individuals, and those who
need interim housing during temporary or permanent transfers to a                new
locality, or while working temporary jobs in the area.

Age groups vary. A large segment of RVers are in their 40s and 50s, there are
families, and younger hiker/bikers, and since we are the closest lodging of any sort to
Pistol River where world championship wind surfing competition is held, wind surfers.
Education and economic status of customers are as varied as the group listed above.

The age group most likely to purchase an RV are consumers in their 40's
and 50's, because they have the most time and money to allocate to the RV

lifestyle. New studies by the National Association of RV Parks and Campgrounds show
the prime age has lowered to 41, incomes range from $50,000 to $75,000, one third
are empty nesters, and two thirds have some college education. This age group
controls more than half the annual US disposable income. The potential market for RV
ownership is growing significantly every year. The baby boomers will increase to 42%
of all Americans in the next four decades.
A recent study conducted by Richard Curtain, Director of the University of Michigan's
Survey Research Center found that consumer attitude toward RVs is very favorable. If
age specific ownership rates remain constant, approximately 2 million more
households will own an RV by the year 2010.

                                                       Park Entrance

If ownership rates in the prime ownership age groups rise by 10% during the same
period, the RV market will grow by 3 million households.
The high end market (RVs selling for over $150,000) has grown 19%
annually since 1991. In 1997 an industry wide coalition of RV manufacturers, dealers,
suppliers, and campground owners began a three year $15 million national advertising
campaign to attract the next generation
of RVers.
The campaign has been so successful that a new campaign in 2003-5 has been
implemented with a budget of $50 million to propel the momentum of strong RV
market growth. This investment indicates the industry's confidence in the future.
Cottage buyers have generally been professionals in their 40’s and above
from the western states. Cottage renters vary from singles to older, retired couples.
We have discovered our clientele to be very respectful of their surrounding due in part
to the extra care of the cottage owners have taken to make each cottage a unique and
comfortable experience.

We believe a large part of our market will come from the Rogue Valley and Jackson
County which is projected to grow substantially in the near future. The addition of
large business, Barnes and Noble, two Fred Meyers, Costco, Eagle Hardware,
Albertson’s putting in three new super stores, Safeway with two more large stores and
a Home Depot being planned, indicate that big businesses realize this to be a growing
and prosperous area. It is a three hour drive from Gold Beach to the Rogue Valley and
visitors are lured year round to the ocean setting. The number of visitors particularly
soars as temperatures in the valley soar during the summer months. The coast offers
a cool respite.

Jackson County officials have predicted that the county will grow from it’s 325,000
people to three times this size by the year 2012.

According to research done by the Gold Beach Chamber of Commerce, visitors to Gold
Beach are most often from California, followed by Portland  with Eugene and the
Rogue Valley being third.

Even when the economy falters, we are still in a good position since during more
difficult times people tend to take shorter, more local vacations.

A recent cost comparison study by PKF Consulting found that the total cost of RV
vacations is:
          70% less than driving the family car and staying in hotels.
       70% less than traveling by bus or train and staying in a hotel or motel
       65% less than flying and renting a house or condo,
       70% less than flying to a vacation destination and staying a in a hotel.
       75% less than taking a cruise
       80% less than an all inclusive package vacation.


There are 8 RV Parks with Gold Beach addresses. Of these 8 we feel we have
similarities to Ireland's in that they are directly on the beach. Their occupancy rate is
78%. The only other parks we compare to are Arizona Beach, which is right on the
beach but does very little advertising. Amenities are not numerous but they have a
very beautiful location, however they are further from populated areas than Turtle
Rock. The other comparable is Whales Head which does not have a great number of
amenities, but an astonishingly beautiful setting. They do extremely well, with
approximately an 80% occupancy. We hope to complement these businesses and offer

something unique. We are also located about 15 miles from each, and in speaking with
the owners of the other parks we have discovered they would
like to cooperate as much as possible for all our benefits.

When compared to local parks which are similar to ours, the occupancy rates are very
favorable. Ireland's has 78%, Whales Head which has a
combination of cottages and RV sites is at 76%, White Rock Resort with cottages only
estimates they have 84%. We have great confidence that we can meet if not exceed
these rates.


We price our resort slightly above most area campgrounds because of the location and
amenities are offering. Campgrounds in the area charge from
$12 (Ship a Shore) a night to a high of $28.50 (Four Seasons Resort) We want to work
our way up to higher of these prices. Park models in the area rent from $60 (Four
Seasons) a night to $165 (White Rock Resort) per night. Our cottages range from $119
to $149. RV spaces are $24.00 to $28.50.
There are those in the industry who say if a resort doesn't turn away 10% of it's
customers because they believe the price is too high, the resort is not charging
Sale of cottages would be competitive with the area. Depending on the
type, they range from $65,000 (Port Side RV) to $185,000 (White Rock). A park model
is defined as no more than 400 square feet of living space, maximum of 40 feet long
and 12 feet wide, stick framed but mobile, though the wheels and axle can be
removed. They are not self contained, have a regular tank toilet and run on
conventional voltage. They can be added on to create a much larger space, 840 square
feet maximum, plus the addition of outbuildings, garage, storage shed, etc. They are
what is used exclusively at White Rock and extensively at Whales Head.

We would like to put in 60 - 70 park models, with a market price of $79,900
to $130,000 plus space lease, and rental of the unit to travelers other than the


We feel confident that we can reach our goals. We plan on continuing to keep abreast
of industry changes by attending seminars similar to the National RV Park Institute we
attended several years ago, and Oregon Lodging Association, National Association of RV
Parks and Campgrounds, and California Park Trailer Association conferences, and by
building into our project features which will take us well into the future to provide
what customers want, need, and expect in a destination resort.
We train all our staff extensively and provide a workplace in which our employees feel
enough a part of the project to give it their best over long periods of time.

The community environment in support for this project is outstanding. The major, the
city council, the planning department, the county building inspectors and the people of
the City have expressed support and their desire for this project to be a successful
asset .

Turtle Rock is a very well maintained resort and will continue to be so to protect our
investment and insure continued high quality.    We have created an independently
functioning maintenance team trained to keep the resort in top condition at all times
by letting them know what is expected and when. We want them to feel pride in their
work and will continually point out jobs well done. Allen Drescher is currently our
attorney. Martin Levine and Dennis Cooper are employed as our accountants.


This project is in an outstanding location with tremendous potential. The proximity to
the Highway 101, the main road through the area, makes it easily accessible to
travelers. The property can be seen from the road, yet has a feeling of being away
from it all in a natural setting with trees, grass, creek, beaches, and ocean. Gold
Beach has more VFR (visual flight rated) days than anywhere else on the Oregon Coast
according to the Oregon State Aeronautics Board. In non flight terms this mean more
clear days.

We have the expertise to both develop and operate the business, and in our research
feel confident that we have chosen a strong industry, at an
excellent time in the market.
The amenities we plan will enhance the resort, making it a true destination for RVers
and travelers yet able to attract overnighters also. This will be a unique resort with
nothing similar to it for a 200 mile stretch of the coastal region.
We market to a variety of populations segments. Overnighters, destination travelers,
campers, bikers/hikers, RVers, and people desiring a ready made place to stay.

     Site Map


Advertising and promotion we consider to be an important investment, even though it
is costly. We hope to generate the sales to pay for the advertising as we progress.
We partially tie our advertising costs to forecasted sales. We target our advertising to
the markets we feel will have the greatest number of potential customers so as not to
waste our advertising dollars.

We are perceived as one of the better RV resorts on the coast. A place people enjoy
coming to enough to return again and again, offering them ample amenities and
natural beauty so that they want to spend their vacation time with us. And we are
close enough to great fishing, river trips, a gambling casino and golf course, numerous
state parks of great beauty, hiking, wind surfing, restaurants, shopping, etc. We
inform our potential customers of what we have in the most impressive manner
possible. And we track results of our different approaches to determine which is most

Our marketing plan includes the following:
Advertising in:
       Trailer Life and Campground Guide - Purchased space
for the 2004 season at a cost of $1900
       Woodalls - targets younger RVers - Purchased space for the 2004
season $1900
       Oregon Coast magazines      Approximate $7900
       Take advantage of special high interest issues of major publications
              whenever possible
       Gold Beach Chamber of Commerce
       Internet - over 300 links
       Cooperative advertising with:

            Southern Oregon Visitors Association
            Oregon Lodging Association
            California RV Association

Attending Trade Shows
      The following cities have RV trade shows:
            Oakland                  Roseburg
            San Francisco            Eugene
            Redding                  Salem
            Chico              Portland

Direct Mailing to RV owners from DMV or recreational vehicle sales
lists to these areas;
                  Medford , Roseburg, Ashland, Grants Pass, Redding

Color brochures describing what our resort offers. Create a full color brochure aimed
at recreational vehicle owners for direct mailing in the Oregon and Northern California

                                      Other concepts
             10% per cent coupons off on next stay included in handouts to
      arriving guests
             Holiday greetings to previous guests with discount coupons
             Quarterly newsletter to previous guests
             If our guests are pleased with us we hope word of mouth will
      become more and more valuable as the business grows
             Brochure exchange with other RV parks
             Articles in regional newspapers on grand opening, storm
watching, whale watching, whatever relates to area
             Internet - turtlerockresorts.com

       Links to numerous other sites
       Create display advertising, color when possible, in recreational
vehicle media.
       Offer special discount coupons at point of sale at RV dealerships
       A very prominent sign next to Highway 101
              See picture on page 13

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