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Missing First Page

Should be a logo with tag line

Opening Summer 2010

Newpaper idea maybe

Bardo, LLC

1043 Center Street, #B1

Costa Mesa, Ca 92627 Bardo2009 Page 1


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TABLE OF CONTENTS

PAGE

BARDO: THE CONCEPT

THE RESTAURANT .MARKETING STRATAGYMANAGEMENT CONTROLSBARDO FLOOR PLANTHE MANAGEMENT.

THE PROPERTY

THE PROPERTY & LOI1, 3 & 5 MILE DEMOGRAPHICS

SUMMARIES

SUMMARY OF THE OFFERINGSUMMARY OF THE MANAGEMENT AGREEMENT...SUMMARY OF THE OPERATING AGREEMENT..

FINANCIALS

USE OF PROCEEDS..CAPITAL BUDGET..WEEKLY SALES..

ANNUAL OPERATING..5 YEAR PROJECTIONS.

LOOK & FEELINSPIRATION IMAGES..CONCEPT RENDERINGS..FLOORPLANS AND SECTIONSMENUS AND COLLATERAL.

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Bardo represents a new twist on the traditional Pizzeria, representing an ethereal dining

experience. Bardo roughly refers to the night sky which is the backdrop or the space wherethe stars are hung. Bardo, in its Western translation, refers to a transitional state, whichperfectly describes our exciting intersection between high quality food, and a well designed,comfortable environment. The restaurant will feature nine composed pies, combining our fun,refined, and high quality ingredients.. The menu also allows are loyal customers to create theirown masterpieces by taking advantage of our artisanal cheeses, house made sauces, varieties ofmeats, and other vegetables and ingredients to swoon over . All pizzas will be 12-13 Napolistyle. In addition, the restaurant will offer a full brunch menu on weekends for our early risers.Patrons may also relax on our front patio with smaller plate items while enjoying a glass of oneof our 40 wines or 10 beers on tap. Bardo aims to bring this "Top Tier high quality Napoli stylepizza joint to the Old downtown neighborhood of Costa Mesa; pairing the finest in locally

sourced ingredients with an environmentally conscious Green adaptive re-use of a 60-year-oldretail building.

FOOD

Bardo is a pizzeria, plain and simple. Our menu will be centered around 12-13 free form thincrust pies made to order in our open Kitchen. This Pizza Work Bench and 800 degree ovenwill take center stage and will be the focal point for our bar and restaurant patrons. Our hightemp ovens will produce the best crust possible, randomly charring the crust and imparting hintsof that flavor into the pizza. Our crust will showcase a delicate balance between crisp and

slightly chewy, creating a perfect platform for our fresh, organic and artisan toppings. We willoffer 9 composed pies, while also allowing the customer to formulate their own. Bardo will alsofeature 7 Salads that will rotate seasonally. As another option for our guests, a few small platedishes will be available to nibble on with a cocktail, or enhance this family style diningexperience. The real focus of this restaurant is the Pizza. Our Family Style way of servingreally allows for groups to help themselves to numerous options, sharing not only food, butstories and experiences. Our mantra at Bardo is to leave out that extra ingredient versusputting it in. We want people to taste the purity of every ingredient in every dish. Bardo willhave a strong commitment to creating an environmentally responsible business. Bardo will alsohave a commitment to sustainable agriculture, defined by our purchasing of locally grown foods,and serving them during the seasons in which they are grown. Our vegetables, fruits, dairy and

fish will largely be sourced from local and organic producers; all the meats at Bardo will befrom sustainable sources, containing no hormones or antibiotics. Our coffees will be from fairtrade and sustainably produced. Our cleaning and dishwashing products will be earth-friendly;our kitchen grease will be converted into bio-diesel fuel; our menu will be printed on recycledpaper; and our to-go containers will be made from bio-degradable materials.

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DRINKS

Bardo also fancies itself as an exciting drinking establishment. Bardo takes its wine, beer andcocktail selection as seriously as it does its food ingredients. Our wine list is an innovative andevolving blend of California Varietals, as well as hidden gems from Italy, such as Single andMulti-Varietal Grappas, Proseccos and Moscatos and many other wines both by the glass, bottleand half bottle.Bardo will also feature 10 beers on tap, with an often updated complete list of 20. Lastly, thesignature aspect ofBardos drinking culture will be its cocktail menu. We have designed acocktail list around our in-house herb garden. Our bar chef has created a menu, adopting aseasonal approach; creating and producing cocktails that will use local ingredients, such as basil,spearmint, thyme, rosemary, tarragon, sage, and cilantro. Spearmint, for instance is an essentialingredient in our mojito, but it also adds a light zip to our Cosmopolitan. We will utilize freshsage in our Margaritas, thyme or tarragon in our Classic Bellini, as well as pairing our purplebasil with Pear Brandy.

Aside from these fresh herbs and juices, our bar chef will be creating our own infusedvodkas, to capture some flavors that arent always readily available. For instance, we lookforward to serving our Flower Garden Martini, complete with hints of geranium, roses, andlavender.

THE BUILDING

The Location and Uniqueness of this building is crucial to the execution and our overall success.We have found the perfect building with which to build our Flagship location in the Olddowntown area of Costa Mesa. The Downtown area of Costa Mesa is an eclectic mix of oldstructures with lots of potential. This area is adjacent to Triangle square mall, and stretches fromthe end of the 55 fwy to 17th street. It has a pleasant mix of retail, service and restaurant spaces.Next door to is The Closet, an emerging Retail store with a successful caf inside known asChow. El Matador is a block away, a successful long running Mexican joint known for itslarge selection of Tequilas. Hawllywoods is a famous Rockabilly barbershop that has justrelocated to the block. A bike shop a surfboard shop, dive bars and several beauty salons are just

a few of the existing business on the immediate block. The city owned Parking lots to the rear ofthese businesses on Newport blvd are dedicated for servicing this Old Downtown area.

THE DESIGN

ebdesign and Hollywood based Dmar will be tasked with transforming the current retailspace into this contemporary pizza joint. ebdesign has vast experience; designing and buildingdozens of restaurants in the Los Angeles Orange County areas over the past 15 years, earningrespect and accolades from his peers and clients including: The SLS Hotel, Bazaar by JoseAndres, Michael Minas XIV, Katsuya, 25 degrees, The Thompson Hotel, Bond St., Javiers, TheHollywood Roosevelt Hotel, Kantina, Chloe, Le Dome, Sushi Roku, and Boa Steakhouse to

name a few. ebdesign also works extensively and collaborates with established Los Angeles areadesigners, DmD, Tag Front, Studio Collective, Hatch Design, Dmar, SBE and Philippe Starck.

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The Concept developed for will be simple and Green. Although applying for LEED creditswill be cost prohibitive, we will be as environmentally conscious in our building as possible.First point of emphasis in the remodel will be to Remove the interior drop ceiling, exposing thestunning Real Truss and plank T&G Barrel ceiling. This will create an impressive and warmoverall feeling to the space. We will be re-sawing and reusing the old Doug Fir ceilings as wallpaneling and treatments. Skylights will be added to this beautiful 60-year-old ceiling to allowfor an abundance of natural light during the day. An organic vegetable and herb garden will beincorporated into a faux front patio, allowing us to pull from our own garden to supply Basil,Oregano and other fresh herbs to name a few. An elevated garden will cover the south facingentrance to . Solar panels will be used to reinforce the existing electrical supply. Earthy tonedClay based wall plasters, zero off-gassing finishes, reclaimed timbers and hardwoods withrecycled glass countertops and tiles are just a few of the touches in store for this new andexciting design.

DIRECT COMPETITION & LOCAL INDUSTRY IN GENERAL

While Orange Countys reputation for unique and exciting restaurant destinations is improving,it is still greatly underrepresented. Speaking specifically to Pizza-centric restaurants, we feel as

though Newport Beach and Costa Mesa gravely miss what we are proposing. While Italianchains run rampant through strip malls, we will stand alone as the elite dining/drinkingestablishment in the greater Newport Beach/Costa Mesa area focusing solely on Pizza and handcrafted cocktails. Ortica stands alone as our sole competition. They however are an Italianrestaurant that serves Pizza. Whispers that Mario Batali is snooping around Orange County for alocation for Mozza further validates that this town is ready for this concept.

MARKETING STRATEGY

Entertainment. The primary objective of the company is the servicing and entertainment ofeach one of its guests. Bardo will establish itself as a premier venue for food and entertainmentin Orange County. The company plans to commit resources to several special events, innovative

dining experiences, and imaginative promotions to keep our environment as fun for its customersas the food is tantalizing.

Point of Origination Marketing. The companys Point of Origination Marketing is based on itsestablished relationships throughout Orange County. With most Executive Members of theCompany originating from the Orange County area, the Company is confident that theirrelationships will be instrumental in driving traffic. We are looking forward to spreading brandrecognition through our internal marketing programs into other counties such as Los Angeles andSan Diego.

Marketing Partners. The Company will also employ the assistance of its media partners such

as Niche Publications (publisher of Hampton Magazine, Aspen Peak and LA Confidential),Ocean Drive Magazine (publisher of Vegas Magazine, Peach Magazine), GQ Magazine andDennis Publishing (publisher of Maxim, Blender and Stuff Magazine). These relationships willgreatly support the Companys efforts in establishing brand awareness throughout the Californiaand other parts of the United States. The Company will also work in partnership with travelcompanies such as Southwest Airlines, Virgin Airlines, and Travelocity to provide immediateinformation to customers as they plan their visits to Orange County.

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Promotions. One of the primary reasons for the success of Bardo will be its ability to producevarious events and its ability to promote these events. Since the Orange County restaurantindustry has been so successful, operators have adopted a more passive philosophy of businessthat primarily focuses on receiving guests and not generating new guests. This creates amarketplace that is void of the art of production. The main mantra of Bardo will be to producean unforgettable experience for our guests every night. We will do this by constantly creatingproductions through our culinary program, beverage program, guest services, and thecoordination of our entertainment every night.

VIP Program. Our ability to employ the best guest recognition service in town will enableBardo to be a premier restaurant in Orange County. In order to be so, we will drive our staffthrough a program based on a philosophy of monetary rewards.

Membership Program. Our Membership program will further our guest recognition efforts bygiving our guests a medium to communicate their individual needs. With this membership, theclient will always be guaranteed a table when making a reservation.

Group Sales. The versatility of our floor plan of the operations will enable us to successfully

market ourselves to a variety of catering opportunities and will enable us to address theindividual needs of each client. The Company will employ an aggressive catering and specialevents team with extensive relationships in the event planning community. Our team will focuson establishing Bardo as a premier venue to host these events and functions.

Distribution. The distribution aspect will be the actual footwork of our marketing plan. Ourinternal street team will concentrate on the locals as well as tourists. A bulk email will be sentfor weekly promotions, and telemarketing procedures will be set up for personal invites andfollow-ups. Also our guests will have access to the Bardo website which will provide interactivecommunications with our team.

Employees. Each of our employees will be an ambassador for Bardo, as well as being part ofthe best guest service staff in the county. These employees will be a major factor in increasingour database by providing superior guest service, ensuring repeat business.

SYSTEMS AND PROCEDURES

Hospitality Guide. Bardo will place each team member through hospitality training. TheCompany will use the award winning Hospitality Guide that was first drafted and adopted byChina Grill Management as mandatory training for all its operations throughout the world. IanSchrager Properties and Noblehouse Resorts have also adopted this guide as mandatory training

for all its properties. This Hospitality Guide has provided these operations with a great tool forthe operation to communicate its commitment to its guests and its philosophy of guest servicethrough the staff.

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Operational Manual. Each of our team members will be charged with successfully completingan extensive operational training program. The Operational Manual of Bardo was drafted byconsultant Parnell Delcham of Domaine Restaurants and has been awarded by various insurancecompanies because of its thoroughness and effectiveness. Safety, product knowledge, executionof service, cash management all factor to the bottom line. This training program arms our teammembers with the tools that he or she needs to be a successful team member of the Company.This Operational Manual defines the individual expectations, and provides a blue print to achieveour expectations.

Asset Management. Important to Bardo will be setting efficient purchasing par levels,verifying vendor pricing, and processing of invoices. This also holds true with POSmaintenance, verification of product pricing in POS, verification of product costs in POSmaintenance of Bar manuals, and bartender product testing. Bardo will feature a PerpetualInventory system and theoretical cost of goods based on sales. Bardo will have an AccountReconciliations Cash management system from the register drawers to the deposit of theCompanys account, to the payment of employees and vendors, to the distributions. Thesesystems of controls will give the management of the Company the tools and support to beaccountable in the management of the operation according to the corporate guidelines andallow the management of the Company to assume fiscal responsibility for the performanceof the operation.

MANAGEMENT CONTROLS

Management will practice sound management procedures in order to control costs, insure qualityof product and provide friendly customer service. The following systems will be used bymanagement:

POS System. Careful evaluation and dutiful research will be used in the selection of a POS(point of sale) system that best meets the needs ofBardo. The POS system will be configuredwith requisition printing, a process which forces food and beverage items to be registered in thesystem before the items can be prepared. Requisition printing has proven to reduce costs by asmuch as 3-5%.The POS system will also be the control center to regulate the flow of service anditem preparation. Built-in cash controls will help in tracking sales and receipts.Time & Attendance System. The restaurant will use an automated time and attendance system.Management will evaluate systems that are integrated into the POS system as well as stand alonetime clock systems. Hourly labor cost control and the ability to transfer information to ourpayroll processing will be key factors in system selection.Scheduling System. Management will adopt a scheduling system that expedites the preparation

of schedules, reflects anticipated labor budgets, and helps to regulate labor cost.Operations Checklists. The restaurant will be managed with the use of various checklists.Consistent use of checklists will help to maintain quality control while ensuring that establishedprocedures are followed. Checklists will be used by various personnel for customer service,purchasing, receiving and storage, preparation, cleaning, shift changes, opening and closings.Order Guide. The restaurant will use an item specific order guide to track order history andmaintain designated levels of product in inventory.

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Weekly Inventory. Management will conduct a weekly inventory to determine valuation for usein the preparation of weekly profit and loss reports.Daily Inventory Tracking. Daily inventory will be taken on specific items. Movement will becompared to sales data to ensure designated products have been properly accounted for.Cash Audits. Management will conduct periodic cash audits for all cashier stations. Surpriseshift audits are an effective tool to determine cashier/bartender under ringing.Video Surveillance. Video surveillance will be in place to monitor activities and deter crime.Mystery Shopper. The restaurant will engage the service of a secret shopper service from timeto time. The mystery (secret) shopper is an effective tool to get a customers perspective of theaverage guest experience. Feedback will help management to constantly improve customerservice.Safety Reviews. Periodic safety assessments will be performed to ensure that employees andguests are not exposed to dangerous or harmful conditions or actions.Liability Reviews. Periodic assessments will also be done to evaluate the liability exposure ofthe restaurant. Alcohol awareness, employee relations and guest treatment will be scrutinizedfrom time to time.

ADMINISTRATIVE SYSTEMS

Daily Cash Control. Sales and receipts recorded by the POS system will be compared to actualcash and credit card deposits on a daily basis. Acceptable over/short amounts will be limited to$10.00 per day. Discrepancies greater than $10.00 will prompt management to conduct animmediate audit to account for the difference. Monthly totals will be compared to actual P&Lstatements for accuracy.

Cash, debit card and credit card receipts will be deposited in a deposit account that is keptseparate from the general operating account. Transfers to the general operating account will bemade as necessary. Separation of the two accounts is intended to aid in account reconciliationand cash flow management.

Weekly Prime Cost Report. The accountant will prepare a weekly report that shows the grossprofit margin after cost of goods sold and labor cost has been deducted from the sales revenue.The prime cost for this type of restaurant is expected to range from 60% to 68%. Proper controlof the prime cost is the single most effective measure of managements ability to operate therestaurant. Weekly monitoring allows for quick reaction to adverse cost ratios.

Purchasing Records/Payables. The bookkeeper will process and record invoices and creditsdaily. Reports detailing cash expenditures, payments by check, and accounts payable transactionswill be readily available. Check disbursements will be prepared by bookkeeper. Check signingauthority for the general operating account will be given to the Managing Partner.

Accounting System/Service. Management will be responsible for the timely preparation ofmonthly financial statements, including monthly Profit & Loss and Balance sheet. To accomplishthis task, Bardo will employ a Bookkeeper and Accountant.

Payroll Processing. Payroll checks will be issued bi-weekly. The bookkeeper will run reportsfrom the time & attendance system, make necessary adjustments, and prepare for transfer to thepayroll system. Payroll will be processed by a payroll processing service.

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THE RESTAURANT ROUGH FLOORPLAN, 90 SEATS

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THE MANAGEMENT

The Companys competitive advantage includes certified Accounting Systems of Control,award winning Operational Systems powered by a proven management team and a motivatedservice staff. National purchasing power, strong local market presence, Point of OriginationMarketing partners within the hospitality and restaurant industry, celebrity relationships, provenConvention and Group Sales marketing program, proven VIP guest program, strong local andnational media alliances, exclusive relationships within the nightclub entertainment and superiorLabor Resources.

The Senior Management Team is lead by;

Eric Beneker - Partner

Parnell F. Delcham Consultant (China Grill Management, Schrager Hotels,Noble House Resorts, Hard Rock Casino, Straits Management),

Max Schlutz Director of Business Development (Crescent Hotel, Aire, Chloe,Red Pearl Kitchen Hollywood, Cantina Lounge, Twenty-Five Degrees Phoenix),

Dana Chaney Director of Brand Development

Alesia Alonzo Controller

The Manager has developed financial projections based on estimates and assumptions that the

Manager believes are reasonable. Actual results may vary from the Financial Projections due tothe uncertainty of certain basic assumptions, such as check average prices, daily patronage andrepayment of any borrowed funds. Copies of the Financial Projections, including goalsestablished by the Manager for profits and cash distributions to investors, are attached to thisOffering.

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ERIC BENEKER

As the current owner of ebdesign, Eric Beneker has participated in and overseen the design andbuild-out of dozens of LA and Orange Countys restaurants and hotels over the last decade. Erichas gleaned intimate knowledge of the Restaurant business, covering all aspects; from the initialconceptualization to the day-to-day operations.

Eric completed a 4-year stint and was honorably discharged from the US Navy in 1991. Hisattention to detail and management skill earned him the respect of his peers, meritoriousadvancement out of basic training and rapid progression through the ranks Eric earned numerousawards and medals including the Southwest Asia service medal for his dedicated serviceduring Operation Desert Storm.

Eric marketed and promoted various restaurants and nightclubs in Santa Barbara while attendingUCSB. He developed a passion for developing themed events, and was a major success andtrendsetter in the realm of Santa Barbara Nightlife. The natural progression for Eric was to openhis own Restaurant and Nightclub; he settled on a 16,000sq ft building in his own backyard, theheart of Newport Beach, which he named Bacchus. Eric brought his new-found passion with

him, and as Managing Partner developed the business, raised the investments, and oversaw thedesign and build out. After opening, he took over the operations, as well as Marketing andPromotions for Bacchus which took in roughly $30,000 in sales per night regularly.

Eric found comfort in designing as well as building cutting edge, comfortable spaces, leadinghim to Hollywood where he spent a few years involved with the interiors and build-out of retailstores on the hip Melrose Ave. He also dabbled in Trade show booth design while looking formore opportunities in designing and building restaurants and bars. Some of the projects that Erichas been a part of designing and building include: The Crescent Hotel, Sushi Roku, BoaSteakhouse, the Lodge Steakhouse, Chi, Le Dome, Javiers, Kantina, Zen Grill, Magnolia,Chloe, Dakota, 25 degrees, The Roosevelt Hotel, Lscorpian, Fury, Bond St., the Thompson

Hotel Beverly Hills, Cantina Lounge, Bazaar by Jose Andres, XIV by Michael Mina, the SLSHotel, Foxtail lounge.

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PARNELL F. DELCHAM

Parnell F. Delcham, has most recently worked with Chef Tim Goodell to streamline DomaineRestaurants operations and carry out Tims vision for expansion in the So Cal Area and newmarkets. Bringing twenty years of experience to the Group, he has worked with a variety of well-known restaurants, bars, nightclubs and hospitality groups, successfully helping them achieve thenext level of growth.

Delcham was first introduced to the Company in 2007 by Max Schlutz (Director of BusinessDevelopment) and was immediately attracted to the companys energy, diversity and passion.Prior to joining Domaine Restaurant Group, Delcham served as the COO of Straits RestaurantGroup (San Francisco) and Hospitality Operational Partners (Las Vegas). He drafted bothcompanies business plans and established strategic partnerships with celebrity chefs andrestaurant operators. Delcham helped increase both companies, overall visibility and pavedinroads for future long-term business relationships. He had the opportunity to work with chefsand operators including David Burke, Morimoto, Scott Howard, Sparks Steakhouse, STK

Steakhouse, Crobar, Strip House, Bed, Snatch and Niki Beach. While there he also oversaw allday-to-day operations of both companies. At Hospitality Operational Partners, Clients includedAladdin Casino, The Hard Rock Hotel & Casino, and Harrahs Entertainment. While with theHOP, he also helped open Atlantas first boutique Hotel, The Glenn, as well as Bed AtlantaRestaurant.

He began working in the hospitality industry at the Trafalgar House in London, England,managing budgets and marketing campaigns for the companys fleet of passenger vessels underthe Cunard line. After leaving Trafalgar House, Delcham began working for European bar andrestaurant operator Capital Leisures, where he was involved in the opening of the legendaryLondon club Hippodrome, as well as Les Bains Douche in Paris, Byblos in St. Tropez, andnightclub promotion Manumission hosted at Privilege and Amnesia in Ibiza, Spain. Delchamthen went on to head several General Manager positions with restaurants including Kwanzaa,Chef Anthony Bourdains Brasserie Les Halles and Jeffrey Chodorows China GrillManagement. Delcham later became the Director of Operations for Noble House Hotels inSeattle, Washington, where he managed 10 properties throughout the United States, includingfour restaurant concepts, implementing them from design to operation. Moving to SanFrancisco, he served as the General Manager of Nice Ventures, overseeing the groups restaurantsincluding Rose Pistola and Roses Caf, Delcham next took over as the Beverage Director at TheHard Rock Hotel and Casino in Las Vegas, managing the nightclub, bar and restaurantoperations.

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MAXMILIAN SCHLUTZ

Maxmilian Schlutz, Director of Business Development, has made his career around his passions,however he hasnt taken the traditional route to becoming a restaurant entrepreneur, dining andlifestyle mogul.

Maxmilian discovered at an early age his love of food, the exploration of food and how ittranslates into enhancing a persons life. Maxmilian began to perfect his Foodie andentertaining skills while in college at UC Berkley and UC Irvine. He then carried those skillsover opening his own catering company to help put him through the University of San DiegoSchool of law, where he graduated and became a Criminal defense attorney at a private firm inNewport Beach.

While practicing law was both exhilarating and rewarding, Maxmilian felt his passion forhospitality was calling him in a different direction. Maxmilian saw an opportunity in the suddenemergence of boutique hotels and niche restaurants made famous by powerful entrepreneurs, IanSchrager and Jeffrey Chodorow. He formed a company called Palazzo Partners and acquired aboutique hotel in the heart of Beverly Hills, called The Crescent Hotel.

Maxmilian's role in Palazzo Partners was to develop the restaurant in the hotel, overseeing thedevelopment of not only the space and layout, but also the menu, drink menu, Role of theExecutive Chef and General Manager. Maxmilian's menu at BOE at the Crescent featuredinternational street food and became world renowned for its culinary ingenuity. Maxmilian'sdesire for design led him to also begin designing homes for the likes of Taryn Manning andJeremy Piven to name a few. Maxmilians reputation for design began to take notice. A requestfrom a client brought him back to designing restaurants. He started to exclusively designrestaurants such as Aire, Chloe, Cantina Lounge, Pasquals, Fury, Red Pearl Kitchen and 25Degrees.

Maxmilian has been featured in such publications as LA Confidential, Elle Dcor, LA Times,LA Magazine, Rivera, Us Weekly, Dwell, Where, Elle, Hollywood Life and 944, as a designer ofhomes and restaurants, a Chef and Managing Partner. Maxmilian is an innovator, with theability to find key themes among a wide range of ideas and translate the themes intotransformational concepts. Maxmilian has a rare understanding of the entire hospitality industrythat captures the best of the esthetics and the foundation or creating and developing excitingconcepts, foods, environments and experiences that leave a memorable impression of all whothey touch as well as lasting financial success that prove to stand the test of time. Maxmilianbrings his unique and unparalleled skills to help Bardo define the focus of the company andincrease the success and bottom line of the business.

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DANA CHANEY

Dana Chaney, who has worked alongside Maxmilian Schlutz since 2002, will act as theCompanys Director of Brand Development. She brings several years of experience, in graphicdesign, brand development, and fashion design, with a BFA in Graphic Design from KansasState University, and a certificate in Fashion Design from OTIS. Dana Chaney is responsible forcorporate brand identity, promotions, brochures, and packaging for all of Bardo.

Before joining the Company, Dana designed and implemented projects forover 50 clients, including, Lee Jeans, JHR Biosciences, Dana Davis Collections, SpectraCommunications, and Golf Course Superintendent Association of America to name a few. Hercurrent responsibilities include corporate identity, self-promotion mailings, brochures, presentation design, development, and packaging. Dana Chaney is also responsible for alluniform design, specification books, web design, collateral development, as well as promotionaland advertising materials. Dana will also be spearheading any future Licensing Deals. She hasperformed these same duties for Domaine Restaurants, driving all collateral for the 25 Degreesand Red Pearl Kitchen Brands, as well as Dakota Chophouse at the Hollywood Roosevelt Hotel.

ALESIA ALONSO

Alesia Alonso is a CPA and financial consultant. She has a Bachelors degree in BusinessEconomics from UCLA. She began her career with Deloitte & Touche working in the auditdepartment specializing in small to middle market retail and service clients ($3 million - $40million in revenues). Following Deloitte & Touche, Alesia became the Controller and then CFOof a public footwear distribution company where she worked for six years. Currently, she is

operating as an independent financial consultant or outsourced CFO for several companies invarious areas of the retail, distribution and service industries. Her hospitality/service industryclients during the past four years include Caf Boogaloo and Blue 32, both restaurants located inHermosa Beach, CA as well as the Del Marcos Hotel located in Palm Springs, CA. For theseand other clients, Alesias duties have included:

Preparing full disclosure financial statements in accordance with generally acceptedaccounting principles

Developing efficient and effective accounting and finance infrastructure includingimplementation of appropriate internal controls

Preparing and presenting financial recommendations to management Writing and implementing business plans and public filings Communicating with outside service providers such as insurance and human resource

representatives, banks, lawyers and auditors Assisting with procurement of debt and equity financing

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The Property

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LETTER OF INTENT

The Premises Lease LOI provides the Tenant with certain preferential signage entitlements andplacement rights on the immediate outside of the premises provided by the Landlord, and theLandlord is working with the Tenant to determine additional ways to advertise and promote theRestaurant, consistent with the look and nature of the plaza.

The Lease and the Premises may be assigned or sublet by the Tenant, subject to certain Landlordrights to be assured as to the comparability of use and financial capacity of any successor.

The Premises Lease LOI permits the tenant to make modifications in the Premises and toredecorate the interior according to plans approved from time to time by the Landlord andconsistent with the quality standards maintained by the Landlord.

The Premises Lease LOI contains standard and customary representations and warranties andmutual indemnification, and provides procedures for damage and destruction eventualities,

eminent domain, and dispute resolution.

The Manager believes that the Premises Lease Agreement, and especially the Rent, are favorablefor Tenant and equal or superior to accommodations made for similar destination restaurants.

SUMMARY OF THE LEASE AGREEMENT

Address 1804 Newport BlvdCosta Mesa, CA 92627

Landlord Humphries Family Trust

Square Footage 2,800 square feet appx

Key Money $0.00

Deposit $6,000 + $6,160 (First Months Rent including NNN)

Certificate of Use Full Service Restaurant with liquor license and uses incidentalthereto as permitted by law.

Guarantor Eric Beneker

Term of Lease 5 years, plus 5 and 5

Commencement Date TBD

Monthly Rental Months 1-12 $6,160.00 including NNN

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Demographics for 1804 Newport Blvd., CostaMesa, CA 92627

Loopnet profile pulled 10/14/09

* Bardo Demographic Relevent facts as provided by Loopnet for the year2008

* The total adult population within 5 miles is 254,537

* The total adult working population during the day within 5 miles438,225

* 5 mile populations household yearly income between $60,000-$500,000 is

88,016 people

* Restaurant expenditures from households within 5 miles is $1,034,306,680 peryear

* Beer, Wine and Liquor store sales within 5 miles is $83,497,335 per year

Population 1-mi. 3-mi. 5-mi.

2008 Male Population 19,438 80,800 158,446

2008 Female Population 17,609 77,645 158,123

% 2008 Male Population 52.47% 51.00% 50.05%

% 2008 Female Population 47.53% 49.00% 49.95%

2008 Total Adult Population 27,602 126,254 254,537

2008 Total Daytime Population 41,165 162,241 438,225

2008 Total Daytime Work Population 24,620 97,899 308,382

2008 Median Age Total Population 30 35 35

2008 Median Age Adult Population 37 41 41

2008 Age 0-5 3,592 11,031 20,581

2008 Age 6-13 4,162 14,359 27,833

2008 Age 14-17 1,692 6,800 13,617

2008 Age 18-20 1,420 5,916 16,560

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2008 Age 21-24 2,686 10,469 21,393

2008 Age 25-29 3,956 14,371 26,697

2008 Age 30-34 3,870 14,042 26,735

2008 Age 35-39 3,584 13,446 25,749

2008 Age 40-44 2,810 12,026 23,381

2008 Age 45-49 2,422 11,930 24,129

2008 Age 50-54 1,748 9,896 20,795

2008 Age 55-59 1,245 8,417 18,096

2008 Age 60-64 847 6,976 14,694

2008 Age 65-69 662 5,345 10,680

2008 Age 70-74 598 4,020 7,786

2008 Age 75-79 527 3,457 6,737

2008 Age 80-84 570 2,974 5,718

2008 Age 85+ 656 2,969 5,386

% 2008 Age 0-5 9.70% 6.96% 6.50%

% 2008 Age 6-13 11.23% 9.06% 8.79%

% 2008 Age 14-17 4.57% 4.29% 4.30%

% 2008 Age 18-20 3.83% 3.73% 5.23%

% 2008 Age 21-24 7.25% 6.61% 6.76%

% 2008 Age 25-29 10.68% 9.07% 8.43%

% 2008 Age 30-34 10.45% 8.86% 8.45%

% 2008 Age 35-39 9.67% 8.49% 8.13%

% 2008 Age 40-44 7.58% 7.59% 7.39%

% 2008 Age 45-49 6.54% 7.53% 7.62%

% 2008 Age 50-54 4.72% 6.25% 6.57%

% 2008 Age 55-59 3.36% 5.31% 5.72%

% 2008 Age 60-64 2.29% 4.40% 4.64%

% 2008 Age 65-69 1.79% 3.37% 3.37%

% 2008 Age 70-74 1.61% 2.54% 2.46%

% 2008 Age 75-79 1.42% 2.18% 2.13%

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% 2008 Age 80-84 1.54% 1.88% 1.81%

% 2008 Age 85+ 1.77% 1.87% 1.70%

2008 White Population 23,795 119,861 230,964

2008 Black Population 422 1,730 4,031

2008 Asian/Hawaiian/Pacific Islander 1,458 11,585 41,270

2008 American Indian/Alaska Native 254 828 1,471

2008 Other Population (Incl 2+ Races) 11,119 24,442 38,831

2008 Hispanic Population 18,659 42,011 68,351

2008 Non-Hispanic Population 18,388 116,434 248,217

% 2008 White Population 64.23% 75.65% 72.96%

% 2008 Black Population 1.14% 1.09% 1.27%

% 2008 Asian/Hawaiian/Pacific Islander 3.94% 7.31% 13.04%

% 2008 American Indian/Alaska Native 0.69% 0.52% 0.46%

% 2008 Other Population (Incl 2+ Races) 30.01% 15.43% 12.27%

% 2008 Hispanic Population 50.37% 26.51% 21.59%

% 2008 Non-Hispanic Population 49.63% 73.49% 78.41%

2000 Non-Hispanic White 17,955 106,159 203,777

2000 Non-Hispanic Black 253 1,147 2,851

2000 Non-Hispanic Amer Indian/AlaskaNative

51 592 1,001

2000 Non-Hispanic Asian 1,359 8,484 30,379

2000 Non-Hispanic Hawaiian/Pacific Islander 82 715 1,076

2000 Non-Hispanic Some Other Race 65 213 477

2000 Non-Hispanic Two or More Races 689 3,433 7,584

% 2000 Non-Hispanic White 87.78% 87.92% 82.45%

% 2000 Non-Hispanic Black 1.24% 0.95% 1.15%

% 2000 Non-Hispanic Amer Indian/AlaskaNative

0.25% 0.49% 0.41%

% 2000 Non-Hispanic Asian 6.64% 7.03% 12.29%

% 2000 Non-Hispanic Hawaiian/PacificIslander

0.40% 0.59% 0.44%

% 2000 Non-Hispanic Some Other Race 0.32% 0.18% 0.19%

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% 2000 Non-Hispanic Two or More Races 3.37% 2.84% 3.07%

Population Change 1-mi. 3-mi. 5-mi.

Total Employees n/a n/a n/a

Total Establishments n/a n/a n/a

2008 Total Population 37,047 158,445 316,568

2008 Total Households 13,676 66,904 131,146

Population Change 1990-2008 6,125 15,460 38,030

Household Change 1990-2008 1,389 8,284 20,212

% Population Change 1990-2008 19.81% 10.81% 13.65%

% Household Change 1990-2008 11.30% 14.13% 18.22%

Population Change 2000-2008 482 1,820 11,192

Household Change 2000-2008 992 5,231 12,702

% Population Change 2000-2008 1.32% 1.16% 3.66%

% Households Change 2000-2008 7.82% 8.48% 10.72%

Housing 1-mi. 3-mi. 5-mi.

2000 Total Housing Units 13,013 65,749 125,192

2000 Occupied Housing Units 12,663 61,669 118,445

2000 Owner Occupied Housing Units 3,660 28,654 62,900

2000 Renter Occupied Housing Units 9,003 33,015 55,545

2000 Vacant Housing Units 350 4,079 6,747

% 2000 Occupied Housing Units 97.31% 93.79% 94.61%

% 2000 Owner Occupied Housing Units 28.13% 43.58% 50.24%

% 2000 Renter Occupied Housing Units 69.18% 50.21% 44.37%

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% 2000 Vacant Housing Units 2.69% 6.20% 5.39%

Income 1-mi. 3-mi. 5-mi.

2008 Median Household Income $66,757 $88,357 $82,546

2008 Per Capita Income $36,651 $59,486 $54,052

2008 Average Household Income $99,285 $140,878 $130,474

2008 Household Income < $10,000 418 1,455 3,415

2008 Household Income $10,000-$14,999 549 1,685 3,300




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2008 Household Income $50,000-$59,999 1,198 4,147 9,066








2008 Household Income $500,000+ 11 615 864

2008 Household Income $200,000+ 663 7,429 12,960

% 2008 Household Income < $10,000 3.06% 2.17% 2.60%

% 2008 Household Income $10,000-$14,999 4.01% 2.52% 2.52%











% 2008 Household Income $100,000-$124,999

8.31% 11.77% 10.55%


6.50% 11.04% 9.25%


6.33% 7.84% 7.00%

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2.57% 4.52% 4.27%


2.19% 5.67% 4.95%

% 2008 Household Income $500,000+ 0.08% 0.92% 0.66%

% 2008 Household Income $200,000+ 4.85% 11.10% 9.88%

Retail Sales Volume 1-mi. 3-mi. 5-mi.

2008 Children/Infants Clothing Stores $6,431,793 $40,435,315 $75,689,100

2008 Jewelry Stores $4,452,089 $26,547,110 $50,786,503

2008 Mens Clothing Stores $9,104,940 $56,230,044 $105,929,146

2008 Shoe Stores $8,934,079 $56,945,670 $105,731,229

2008 Womens Clothing Stores $15,400,641 $92,722,446 $175,657,354

2008 Automobile Dealers $105,038,496 $604,125,730 $1,151,907,959

2008 Automotive Parts/Acc/Repair Stores $13,282,703 $79,549,120 $150,670,591

2008 Other Motor Vehicle Dealers $4,295,396 $27,108,227 $50,542,626

2008 Tire Dealers $3,454,190 $20,057,863 $38,525,444

2008 Hardware Stores $3,714,169 $29,914,261 $51,050,305

2008 Home Centers $12,587,250 $81,695,438 $147,980,552

2008 Nursery/Garden Centers $3,646,448 $21,094,988 $40,553,850

2008 Outdoor Power Equipment Stores $1,147,989 $5,669,626 $11,099,906

2008 Paint/Wallpaper Stores $412,713 $2,395,066 $4,484,697

2008 Appliance/TV/Other Electronics Stores $10,422,397 $64,119,838 $121,189,961

2008 Camera/Photographic Supplies Stores $1,761,730 $10,906,551 $20,375,301

2008 Computer/Software Stores $5,051,164 $30,163,100 $56,892,296

2008 Beer/Wine/Liquor Stores $7,046,509 $44,826,963 $83,497,335

2008 Convenience/Specialty Food Stores $16,647,229 $114,446,770 $203,946,394

2008 Restaurant Expenditures $75,680,342 $573,709,431 $1,034,306,680

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2008 Supermarkets/Other Grocery excl Conv $76,290,730 $470,025,705 $878,588,172

2008 Furniture Stores $10,560,259 $63,618,769 $120,261,511

2008 Home Furnishings Stores $7,446,134 $48,334,768 $89,627,870

2008 Gen Merch/Appliance/Furniture Stores $95,200,885 $582,400,730 $1,095,808,583

2008 Gasoline Stations w/ Convenience Stores $65,725,553 $428,141,951 $787,742,543

2008 Other Gasoline Stations $49,078,323 $313,695,182 $583,796,145

2008 Department Stores excl Leased Depts $105,623,281 $646,520,566 $1,216,998,549

2008 General Merchandise Stores $84,640,629 $518,781,963 $975,547,077

2008 Other Health/Personal Care Stores $6,781,160 $39,487,801 $74,970,895

2008 Pharmacies/Drug Stores $36,078,913 $219,628,069 $412,189,601

2008 Pet/Pet Supplies Stores $5,257,623 $32,500,612 $60,531,369

2008 Book/Periodical/Music Stores $1,325,842 $7,697,866 $15,273,641

2008 Hobby/Toy/Game Stores $1,603,502 $6,888,037 $13,258,861

2008 Musical Instrument/Supplies Stores $945,824 $5,563,350 $10,577,013

2008 Sewing/Needlework/Piece Goods Stores $331,675 $2,177,675 $4,025,514

2008 Sporting Goods Stores $7,529,524 $54,501,729 $99,338,326

2008 Video Tape Stores - Retail $858,960 $5,207,382 $9,833,048

SUMMARY OF THE OFFERING

The following is a brief summary of the provisions of the offering for Bardo LLC. It does notpurport to be the complete offering. A complete offering is included in the Member PPM book.

The Company: Bardo, LLC, a California limited liability company, was formedunder the California Limited Liability Company Act. TheInvestors and the Manager will own the Company, and theCompany will lease the premises and own and operate theRestaurant.

The Restaurant: The Company is securing a lease for the premises located in theiconic Downtown District of Costa Mesa. The company plans toopen and operate a first class Pizzeria, featuring the NapoleonStyle of Italian Pizza making.

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The Manager: EBM, (the Manager), a California limited liability companyowned by Eric Beneker, will be the Managing Member of theCompany, and will be responsible for the day-to-day managementof the Restaurant. EBM has over 14 years experience indeveloping and operating restaurants in Southern California

Units Offered: 45 to 55. The Minimum Offering will be 45 Units.

Unit Purchase Price: $10,000 per Unit (the Purchase Price), in cash.

Purchase Per Investor: There is no limit on the number of Units that may be purchased byan investor and it is expected that several investors will purchasemultiple Units. The minimum purchase is one Unit ($10,000)unless the Manager agrees to sell fractional units.

Contact for the The Companys offices are located at 1043 Center Street,Company and Manager: Costa Mesa, CA 92627. The telephone number of the Manager is

310.699.5776.

Offering Expiration The Manager intends to sell all of the Units prior to the January 31,2010. The Manager may, in its sole discretion, extend thetermination date for the Minimum Offering to February 28, 2010,without notice to subscribers. If the Minimum Offering is reachedby January 31, 2010 (or February 28, 2010, if so extended), theOffering may continue to the earlier of April 30, 2010 or when theCompany has accepted subscriptions for 45 Units.

Estimated Proceeds: A total of $450,000 (based on the Minimum Offering) to $550,000(based on the Maximum Offering) in cash, before deducting theexpenses of the Offering, including legal, accounting and otherexpenses, which are estimated to be $5,000.

Capitalization: The investors may purchase from 45 to 55 Units of $10,000 each,for a total of $450,000 to $550,000. The Company will reimbursethe Manager for expenses incurred for formation of the Companyand promotion of the Restaurant, and for the expenses of the

Offering.

Use of Proceeds: The proceeds of the Offering will be used to pay the costs of therestaurant design, engineering and construction drawings, the netcost of construction and decoration of the Premises, the purchaseof furniture, artwork, equipment, a liquor license, small wares andinventory (including a premium wine inventory), the fees of legal

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and accounting professionals and deposits for utilities, and thecosts to staff and promote the Restaurant, establish operations, andto provide a working capital reserve. The Manager has alreadynegotiated and signed the Premises Lease Agreement,commissioned plans, and located and applied for purchase of aliquor license. The Manager believes that the proceeds of theMaximum Offering, if achieved, will be sufficient to complete theconstruction and decoration of the Restaurant premises, and tostaff, supply, open and operate the Restaurant.

The Premises: The Manager is securing a long term lease (the Premises LeaseAgreement) for approximately 2800 square feet located on thesoutheast corner of Newport Blvd. and Harbor Blvd. in CostaMesa. This location, among its square footage, includes 10parking spaces. The property is located adjacent to the TriangleSquare and Costa Mesas downtown parking lot.

Bardo,

The Restaurant Bardo is a pizzeria/bar concept, open for lunch, dinner, andweekend brunch. The quality of the product will be highlighted byits locally grown organic ingredients, locally sourced beer andwine list, and extensive signature cocktail list.

Distributions of

Available Cash: Cash generated by the Restaurant and available for distributionwill be distributed among purchasers of the Initial Investment

Units (the Investors), and the Manager, as members of theCompany (the Members), as follows

First, to each Member (including the Manager) inan amount equal to such Members assumed taxliability relating to the Company for each calendaryear (a Tax Distribution).

Then, 100% to the Investors,pro rata based ontheir relative Interests, until the Investors have

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received cumulative distributions equal to 100%

of their initial capital contributions (theInvestment Payout date); and

Thereafter, (i) 50% to the Investors, pro rata, and(ii) 50% to the Manager

AllocationsofIncome and Losses: Net losses, generally, will be allocated to reverse undistributed net

profit, and then in accordance with contributed capital.

Management

Agreement.

Compensation and Fees: EBM, LLC will not receive any commissions or fees for marketingthe Offering. Through EBM, LLC, EBM will manage the affairsof the Company as Managing Member, and will develop andmanage the Restaurant, subject to the terms of a managementagreement. The Manager will be reimbursed for expenses incurredon behalf of the Company and the Restaurant. The Manager willreceive an annual management fee, measured as a percentage ofgross sales.

Who May Invest: The Manager has established investor suitability standards and aminimum investment amount of $10,000 for purchasers of theInitial Investment Units. Pursuant to the subscription agreementrequired by the Offering, each investor must represent that he is aqualified investor, able to make informed investment decisions,protect his investment, and sustain a long-term restaurantinvestment providing no assurance of immediate investmentliquidity or fixed or certain return. Investors may be U.S. citizens,permanent residents, or foreign nationals.

Financial Financial assumptions and projections (the FinancialProjections: Projections) for the Company and the Restaurant are attached

hereto. These projections, as well as the description of proposedoperations, are based upon various assumptions of future operatingresults developed by the Manager. NO ASSURANCES ORREPRESENTATIONS CAN BE GIVEN THAT THE

ACTUAL RESULTS OF OPERATIONS WILL CONFORM

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TO THE PROJECTED RESULTS FOR ANY OR ALL OF

THE INDICATED YEARS.

Further Information: A sample menu suggesting the planned culinary focus of Bardo isattached hereto. A series of pictures and representative designelements reflecting the look and feel of Bardo are included. Forfurther information about this Offering of limited liability companyinterests and the Restaurant, please contact Eric Beneker at EBMat 310.699.5776.

SUMMARY OF THE MANAGEMENT AGREEMENT

The following is a brief summary of the provision of the Management Agreement. It does notpurport to be a complete statement of the terms and conditions of the Management Agreement.The complete Management agreement is included in the Member PPM book.

Services and Duties

The Management Agreement obligates EBM LLC, the Manager, to develop the Restaurant,engage professionals to design and specify its interior, furniture and fixtures, and supervise the

construction. The agreement also provides that the Manager will be responsible for budgeting,staffing, menus, purchasing, and inventory control, as well as all other personnel and propertysupervision.

The Manager is obligated to prepare and submit to the Members an Annual Operations Budgetfor approval by the Members. The Manager is required to prepare and provide to the Membersmonthly, quarterly and annual financial reports, as well as all tax filings and returns.

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Term and Compensation

The initial term of the Management Agreement is five (5) years. The Manager will not receive afee for organizing the Company or acquiring the leasehold interest.

Beginning on the 2 months prior to opening, the Manager is entitled to a monthly basemanagement fee for services performed in the opening of the Restaurant. During the term of theManagement Agreement, the Manager will receive an annual management fee, payable on amonthly basis, equal to five (5%) of the Companys gross sales (with a minimum of $5,000 permonth) for supervising all Restaurant operations, training and coordinating kitchen and front ofthe house personnel, developing and executing menus, procuring and managing wine and foodinventories, managing accounts payable and receivable, payroll and taxes, administering thelease, and preparing budgets for the Members review and distribution the annual operationsbudgets and financial reports and investor distributions.

The Manager is entitled to reimbursement for expenses incurred on behalf of the Company andRestaurant.

Renewal and Termination

Beginning with the third full year of Restaurant operations and continuing annually throughoutthe full term, the Company may terminate the Management Agreement and replace the Managerif the net restaurant profits for the Restaurant (after deduction of rent but not includingdepreciation and amortization) do not equal or exceed $100,000.00 for such year. Except fortermination based on failure to achieve profit thresholds, the Management Agreement canotherwise only be terminated by the Company for cause.

The Management Agreement will be automatically renewed at the end of its initial term of fiveyears, subject to certain rights to renegotiate the management fee. If the Company elects not torenew the Management Agreement, the Manager will be entitled to receive a terminationpayment equal to one years average management fee. The Manager is not permitted to transfer

its rights or obligations under the Management Agreement, except to an affiliated entity.

Trademarks and Recipes

Under the terms of the Management Agreement, and for its Term, the Manager retains the rightsto, but agree to license to the Company, the rights to menus and recipes used at the Restaurant,and the rights to use the name Bardo in public relations and advertising related to the Restaurant.

The Manager agrees to provide the personal services of Max Schlutz to the Company for menudevelopment, and Dana Chaney to launch and for ongoing promotion and public relationsactivities of all branding to be managed by Eric Beneker.

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SUMMARY OF THE OPERATING AGREEMENT

The following is a brief summary of the provisions of the Operating Agreement governing BardoLLC. It does not purport to be a complete statement of the terms of the Operating Agreement. Acomplete Operating agreement is included in the Member PPM book.

Management and Organization

The Company has been organized under the California Limited Liability Company Act, withEBM as the limited liability company, as the Manager or Managing Member. The Operating

Agreement provides that the Manager has full and exclusive control of the affairs of theCompany. Members will have no power to take part in the management of the Company.

Term

The existence of the Company commenced upon the filing of a certificate of formation with theCalifornia Secretary of State in accordance with the California Limited Liability Company Act.The Company will exist in perpetuity or until such time as it is terminated pursuant to Section10.5 of the Operating Agreement.

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Subscriptions

The Manager is permitted to accept subscriptions for Initial Investment Units only in cash.

Matters Subject to Vote

Members may vote only upon proposals enumerated in the Operating Agreement. Depending onthe type of proposal, the Operating Agreement requires an affirmative vote or written consent ofeither a majority of the Members, a majority of the Members other than the Manager (aDisinterested Majority Vote), or a Super Majority which consists of two-thirds of theMembers other than the Manager.

Allocation of Profits and Losses

Net losses generally will be allocated to reverse undistributed net profit, and then in accordancewith contributed capital. Net profit will be allocated first to reverse certain net losses and then,100% to the Investors until the original capital investment is recaptured. At that point 50% goesto the investors and among them pro rata according to their respective Interests and 50% to theManager.

Distributions

It is not anticipated that the Company will initially generate revenues from its operations inexcess of the expenses of its business. However, when, and if, excess cash is generated, asdetermined in the sole and absolute discretion of the Manager after taking account of thereasonable needs of the existing and anticipated future business operations of the Company, it isthe intention of the Manager to make distributions of available cash twice each year. SuchDistributable Cash will be distributed to the Members as follows:

First, to each Member (including the Manager) in an amount equal to such Members assumedtax liability, if an, relating to Company net profits for each calendar year (a Tax Distribution);

Then, 100% to the Investors, pro rata based on their respective ownership of Initial InvestmentUnits, until the Investors have received cumulative cash distributions (including any Tax

Distributions) equal to 100% of their initial investments, (the Investment Payout Date);

Thereafter: 50% to the Investors pro rata based on their respective interests, and 50% to theManager.

In the event that the Restaurant operation should be sold by the Company, or the Companyshould be dissolved, liquidated or terminated, the Operating Agreement provides for allocationsof gains or losses to be made in a manner that causes the Members capital accounts to reflect thedistribution priorities described in the preceding sentence, and for the proceeds of sale and allother assets of the Company, including distributable cash flow of the Company, to be appliedand distributed as follows:

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Within 90 days after the end of each fiscal year, each Member is entitled to receive a balancesheet, an income statement and a statement of changes in financial position for such fiscal year.

The Company will also use reasonable efforts to send to each Member within 90 days after theend of the fiscal year, a report that includes the information necessary for each Member tocomplete his federal and state income tax returns.

The Companys books and records will be kept at the principal place of business of the Managerand will be available for inspection by the Members, subject to certain restrictions.

Dissolution and Termination of the Company

The Company is intended to have perpetual existence. However, the Company may bedissolved, liquidated or terminated upon the occurrence of any of the following events: (1) thesale, condemnation or other disposition of all or substantially all of the Companys assets; (2) thevote of the Manager and a majority vote of the other Members; (3) the Companys bankruptcy;(4) the occurrence of an event which makes it lawful for the business of the Company to becontinued; or (5) the entry of a decree of judicial dissolution of the Company.

USE OF PROCEEDS

The estimated cost for the development, build-out and launching of operations for therestaurant is roughly between $450,000.00 and $550,000. The $450,000.00 to $550,000

will be allocated roughly in the following manner. The driving factor in achieving this budgetarygoal is the timeliness and execution of all phases of the build out.

Professional Fees $66,000.00

License/Permits/Insurance $ 42,500.00

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Construction $128,000.00

Food Service Equipment $ 57,700.00

Furniture, Fixtures & Equipment $ 32,700.00

Technology $ 47,700.00

Inventory $ 40,000.00

Pre-Opening Expenses $ 60,600.00

Working Capital $ 24,800.00

$500,000.00

CAPITAL BUDGET

Dana please insert capital budget here 1 page

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WEEKLY SALES PROJECTIONS

Dana please insert weekly sales projections here 1 page(1st page only)

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ANNUAL OPERATING PROJECTION SUMMARY

Dana please insert Annual operating projection-summary here 1 page

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5 YEAR OPERATING PROJECTIONS

Dana please insert 5 year P&L here 2 pages landscape style.maybe do fold out

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LOOK AND FEEL INSPIRATION

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LOOK AND FEEL INSPIRATION

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LOOK AND FEEL CONCEPT RENDERINGS

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INTERIOR SOUTH ELEVATION/SECTION

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DANA INSERT SECTION

INTERIOR FLOOR PLAN

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DANA INSERT FLOOR PLAN

ACCESS TO INFORMATION

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Prospective investors and their representatives are invited to review any materialsavailable to the Manager relating to this Offering or anything referred to in oraccompanying this Memorandum, provided such review takes place during normalbusiness hours after reasonable prior notice. Such information is available at the officesof the Manager. Information can be obtained by calling Eric Beneker of EBM, LLC, theManager, at 310.699.5776.

The Manager will answer any appropriate inquiries from prospective investors and theirrepresentatives concerning the Company and any other matters relating to the Offeringand will afford prospective investors and their representatives the opportunity to obtainany additional information within the Companys possession or reasonable ability toobtain, which is necessary to verify the accuracy of any assumptions, representations, orinformation set forth in this Memorandum.

Documents

Small BookA