The term “forward-looking statements” means any statements, including financial projections, that relate to events or conditions in the future. Often, forward-looking statements include words like “we anticipate,” “we believe,” “we expect,” “we intend,” “we plan to,” “this might,” or “we will.” The statement “We believe interest rates will rise” is an example of a forward-looking statement.

Because we are talking about a new business, many of the statements in this Offering Circular are forward-looking statements.

Forward-looking statements are, by their nature, subject to uncertainties and assumptions. The statement “We believe interest rates will rise” is not like the statement “We believe the sun will rise in the East tomorrow.” It is impossible for us to know exactly what is going to happen in the future, or even to anticipate all the things that could happen. Our business could be subject to many unanticipated events, including all the things we talk about in “RISKS OF INVESTING.”

Consequently, the actual result of investing in the Company could (and almost certainly will) differ from those anticipated or implied in any forward-looking statement, and the differences could be both material and adverse. We do not undertake any obligation to revise, or publicly release the results of any revision to, any forward-looking statements, except as required by applicable law.

GIVEN THE RISKS AND UNCERTAINTIES, PLEASE DO NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS.

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BUYING CLASS A INVESTOR SHARES IS SPECULATIVE AND INVOLVES SIGNIFICANT RISK, INCLUDING THE RISK THAT YOU COULD LOSE SOME OR ALL OF YOUR MONEY. THIS SECTION DESCRIBES WHAT WE BELIEVE ARE THE MOST SIGNIFICANT RISK FACTORS AFFECTING THE FUND AND ITS INVESTORS. THE ORDER IN WHICH THESE FACTORS ARE DISCUSSED IS NOT INTENDED TO SUGGEST THAT SOME FACTORS ARE MORE IMPORTANT THAN OTHERS.

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RISK OF FUTURE PANDEMICS:  The COVID-19 pandemic in 2020 was devastating for many industries and for the American economy as a whole. The new administration is populated by “vaccine skeptics,” chief among them Robert F. Kennedy, Jr., who has propagated misinformation not only about COVID vaccines but about vaccines of all kinds, claiming without evidence that childhood vaccines cause autism and opposing vaccines for illnesses ranging from measles to polio. As the Secretary of Health and Human Services, Mr. Kennedy has already taken action against vaccine research, just as the Administration is defunding scientific research generally. These actions increase the risk of another pandemic.

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Hispanic communities. The absence of workers, documented or undocumented, could cause significant disruption in the real estate industry.

·Changes in interest rates 

·Competition from existing properties and new construction 

·Changes in national or local economic conditions 

·Changes in zoning 

·Environmental contamination or liabilities 

·Changes in local market conditions 

·Fires, floods, and other casualties 

·Uninsured losses 

·Undisclosed defects in property 

·Incomplete or inaccurate due diligence 

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·Regulatory changes 

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zoning, the surrounding community, and other information we believe is relevant. As a practical matter, however, it is simply impossible to review all of the information about a given piece of real estate (or about anything) and there is no assurance that all of the information we have reviewed is accurate. For example, sometimes important information is hidden or unavailable, or a third party might have an incentive to conceal information or provide inaccurate information, or we might not think of all the relevant information, or we might not be able to verify all the information we review. It is also possible that we will reach inaccurate conclusions about the information we have reviewed. Due diligence is as much an art as it is a science, and there is a risk that, especially with the benefit of hindsight, our due diligence will turn out to have been incomplete or inadequate.

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we plan, the construction process is notorious for cost overruns and delays. If the construction of a project ended up costing significantly more than we had budgeted, or took significantly longer to complete than forecast, or were done improperly, the profitability or even the viability of the project could suffer.

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improvements required by law or by market conditions, or for other purposes. There is no guarantee that funding will be available to us when we need it, or on terms that are not adverse to your interests. If we cannot raise additional funding when needed, our operations and prospects could be negatively affected.

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·The interests of Investors might be better-served if our management team devoted its full attention to the business of the Company. Instead, our team will manage a number of different projects.  

·Members of our management team have business interests wholly unrelated to the Company and its affiliates, all of which require a commitment of time. 

·It is possible that our Manager will be involved with real estate projects that are competitive with the Company’s project, directly or indirectly. 

·You might want the Company to distribute more money, while the Company might prefer to reinvest it back into the business. 

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·You might wish a property would be sold so you can realize a profit from your investment, while management might want to continue operating the property. 

·The Manager will not participate in the profits of the Company. Instead, all of its compensation will be in the form of fees. In this sense the interests of the Manager are not aligned with, and could conflict with, the interests of Investors. 

·The fees to be paid by the Company to the Manager and its affiliates were established by the Manager and were not negotiated at arm’s length. 

·The lawyers who prepared the Limited Liability Company Agreement, the Investment Agreement, and this Offering Circular represent us, not you. You must hire your own lawyer (at your own expense) if you want your interests to be represented. 

·The LLC Agreement significantly curtails your right to bring legal claims against management.  

·The LLC Agreement limits your right to obtain information about the Company and to inspect its books and records.  

·The Manager is allowed to amend the LLC Agreement in certain respects without your consent. 

·The LLC Agreement restricts your right to sell or otherwise transfer your Class A Investor Shares. 

·The LLC Agreement gives the Manager the right to buy back your Class A Investor Shares without your consent if the Manager determines that (i) the Company would otherwise become subject to the Employee Retirement Income Security Act of 1974 (after referred to as “ERISA”), or (ii) you have engaged in certain misconduct. 

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·Any claims arising from your purchase of Class A Investor Shares, or the Investment Agreement must be brought in the state or federal courts located in Wilmington, Delaware, which might not be convenient to you. 

·You would not be entitled to a jury trial. 

·You would not be entitled to recover any lost profits or special, consequential, or punitive damages. 

·If you lost your claim against us, you would be required to pay our expenses, including reasonable attorneys’ fees. If you won, we would be required to pay yours. 

·There will be no established market for your Class A Investor Shares, meaning you could have difficulty finding a buyer. 

·Under the Limited Liability Company Agreement, the Class A Investor Shares may not be transferred in some circumstances. 

·If you want to sell your Class A Investor Shares, you must first offer it to the Manager. 

·Under the Limited Liability Company Agreement, the Class A Investor Shares may not be transferred if the Manager determines that the transfer could jeopardize the status of the Fund as a REIT. 

·To qualify as a REIT, the Limited Liability Company Agreement limits the amount of the Fund that any one person may own, which may restrict your ability to sell Class A Investor Shares to others who have invested in the Fund. 

Taking all that into account, you should plan to own your Class A Investor Shares indefinitely.

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THE FOREGOING ARE NOT NECESSARILY THE ONLY RISKS OF INVESTING
PLEASE CONSULT WITH YOUR PROFESSIONAL ADVISORS

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The Company is managed by Neighborhood Management LLC, an Arizona limited liability company, which we refer to as the “Manager.” The LLC Agreement generally gives the Manager exclusive control over all aspects of the Company’s business. Other members of the Company, including Investors who purchase Class A Investor Shares in the Offering, generally have no right to participate in the management of the Company.

There is only one exception to this rule: the owners of the Class A Investor Shares may, in some situations, remove the Manager for cause. For more information, see “SUMMARY OF OUR LLC AGREEMENT AND AUTHORIZING RESOLUTION – MANAGEMENT.”

The Company is governed by a Limited Liability Company Agreement dated September 9, 2022 (the “LLC Agreement”). A copy of the LLC Agreement is attached as Exhibit 1A-2B.

The Company intends to invest in the following types of multifamily projects:

·Projects that are stabilized and produce positive cash flow – typically turn-key properties (“Type A Projects”); and 

·Existing projects where we believe we can add significant value and ground-up projects – typically properties in need of development and construction (together, “Type B Projects”).  

The Company plans to invest approximately 80% of its capital in Type A Projects and 20% in Type B Projects.  

All investments in Type B Projects will be made in the form of “mezzanine debt.” By that we mean loans with the following characteristics:

·Unsecured 

·A term of 2-3 years 

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·An interest rate of approximately 9-15% based on current market conditions which are reviewed quarterly 

Mezzanine loans may also be made to Type A Projects.

Mezzanine loans will not make up more than 20% of our total assets.    

We plan to acquire 10 - 15 Type A Projects and hold them for 10 years or more. We intend to acquire projects that will yield an annual cash-on-cash return of between 5% and 7% and appreciate in value by approximately 4% per year.

The Company’s overall strategy is:

·Identify properties that are producing strong cashflow in the Company’s target markets; 

·Purchase and maintain properties while increasing rents to match the market rates and optimize cash flow; and 

·Participate in value-add and ground-up projects with strong projected internal rates of return. 

The Company might also purchase, build, or invest in other kinds of properties, beyond multifamily properties, so long as such properties are generating positive cash flow or can be made to generate positive cash flow once built and stabilized.

The Company formed a new entity, NV REIT Partnership LLC, a Delaware limited liability company (the “Partnership”). The Partnership is governed by a Limited Liability Company Agreement dated June 5, 2024 (the “Partnership LLC Agreement”). A copy of the Partnership LLC Agreement is attached as Exhibit 1A-2D.

The Partnership was formed to invest in and hold the Company’s investments in Type A Projects. To that end, the Company has transferred all its Type A Projects to the Partnership and expects to acquire all future Type A Projects in the Partnership, rather than in the Company itself. This structure, where a real estate investment trust owns assets through an entity it controls, is often referred to as an “UpREIT” structure, an acronym for “Umbrella Partnership Real Estate Investment Trust.” The Company will acquire Type B Projects in its own name, rather than through the Partnership.

The Company serves as the sole manager of the Partnership and holds a special class of its stock, as discussed below.

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Section 721 of the Internal Revenue Code allows an owner of real estate to transfer the real estate to the Partnership in exchange for shares in the Partnership, tax-free. For example, suppose Ms. Smith has owned an apartment complex for 35 years. She is tired of managing the complex herself yet is reluctant to sell because of the tax liability she would incur. Code section 721 allows Ms. Smith to transfer the apartment complex to the Partnership without paying tax. The Partnership will also take management responsibility off her hands and allow her to diversify her real estate holdings.

The tax treatment afforded by Code section 721 is, in fact, the driving force behind the UpREIT structure.

The Partnership currently has three types of ownership interests:

·Class A Shares:  Class A Shares will be owned by anyone (other than the Company) who contributes real estate or money to the Partnership. Note that these are different from the Class A Investor Shares offered in this Offering. 

·Class B Shares:  Class B Shares will be owned only by the Company. 

·Class C Shares:  Class C Shares will be owned only by our Manager, Neighborhood Management LLC. 

Distributions from the Partnership, as more fully described in the Partnership LLC Agreement, will flow in a similar manner as distributions from the Company, and will fall into two categories: distributions attributable to the net cash flow of the Partnership from day-to-day operations, if any; and distributions attributable to the sale or refinancing of a Type A Project owned by the Partnership.

The operating cash flow will be first distributed to those members who have contributed money or capital (the “Contributing Members”), which includes the Company, until they have received a cumulative, non-compounded 6% return on their contributions. Thereafter, the cash flow will be distributed 80% to the Contributing Members and 20% to Neighborhood Management LLC.

The proceeds from a sale or refinancing of a Type A Project will be first distributed to the Contributing Members until they have received that same 6% return, then to Contributing Members until they have received a complete return on their invested capital. Any remaining proceeds will be distributed 80% to the Contributing Members, and 20% to the Company and Neighborhood Management LLC.

At any time, an owner of the Partnership’s Class A Shares may exchange those Class A Shares for Class A Investor Shares of the Company. The exchange would be made based on the fair market value of both securities at the time.

Owners of the Company’s Class A Investor Shares, the security being offered in this Offering, will receive exactly the same distributions via the Partnership as if the properties were owned directly by the Company.

When the Company identifies a property they are interested in acquiring, the Manager reviews all financials available. These financials include all current leases, tenant rolls, income and expenses. The

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Manager partners with appropriate inspectors and walks the property. Together, they determine the physical condition of the property, and attain a property valuation. The Company examines the property’s history of leases, renovations, repairs, the overall condition of the property, and reviews the environmental impact potential renovations may have in the area.

The Company compares the property to other similar properties in the market to determine potential value growth. Other features the Company examines when evaluating a potential property is the walkability of the property/neighborhood, the property’s proximity to shopping, employment centers, the quality of its school districts, and the crime rates within its neighborhoods.

Once the Manager has completed the due diligence process listed above, we secure the necessary financing to purchase the property and act as signor on behalf of the Company.

Geographically, we intend to focus on core and core+ areas that are walkable, near employment centers, and public transportation. Downtown areas are prime locations for such investments. These features can attract our target tenant demographic.

The multifamily market consists of three building sizes:  small, medium, and large. Small buildings, ranging from 4 - 50 units, are usually purchased by individual buyers. Large buildings typically consist of at least 200 units and are often purchased by institutional buyers. We plan to invest in medium buildings ranging from 50 - 200 units. This market  is typically too expensive for an individuals and too small for institutions.

We expect to borrow money to buy and/or renovate projects. For Type A projects we expect a loan-to-value ratio of approximately 55% to 65%, and for Type B projects a loan-to-value-as-completed ratio of approximately 65% to 75%.

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The National Multifamily Housing Council and National Apartment Association shared that the United States would need approximately 4.3 million new apartments by 2035 to meet the rising demand for housing. One contributing factor in the current supply/demand imbalance was the 2008 recession, which significantly slowed new building projects.¹

Another more recent and significant factor is the move to remote work as a result of the Covid-19 pandemic. The workforce gained the ability to move to different areas while continuing to access employment opportunities from population hubs such as New York, Chicago, and Los Angeles. This sparked massive migration patterns to states that offer a higher quality of life with a lower cost of living.

Millennials, the largest generation in U.S. history, are driving multifamily occupancy retention by prioritizing flexible luxury lifestyles over settling down and beginning families. According to Apartment List’s 2022 Millennial Homeownership Report, one in four millennials (or approximately 18 million people) indicated that they planned to be “forever renters.”²

Inflation and high interest rates minimize competition from smaller companies in the multifamily market. Housing shortages will continue to drive multifamily demand and high occupancy rates, even as rents rise, making it a stable asset for investors as noted by 3^rd party expert ABI Multifamily.

We compete with many other entities engaged in real estate investment activities. These included individuals, corporations, banks, insurance company investment accounts, other REITs, private real estate funds, and other entities engaged in real estate investment activities. This market is competitive and rapidly changing. We expect competition to persist and intensify in the future, which could harm our ability to increase the volume raised on our platform.

Competition could result in reduced fees, reduced volume, or the failure to achieve/maintain acceptance in a widespread market. We may experience new competition in the future from more established companies that may possess substantial financial resources, established distribution channels, and large, existing customer bases. If any of these companies or any major financial institution decided to enter the online investment business, acquire on of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised, and our operating results could be harmed.

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Most of our current or potential competitors have significantly more financial, marketing, technical, and other resources than we do. They may be able to devote greater resources to the development, promotion, sale, and support of their platforms and distribution channels. Larger real estate programs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable properties may increase. Any such increase would result in increased demand for these assets and therefore increased prices paid for them. If we pay higher prices for properties and other investments, our profitability will be reduced, and you may experience a lower return on your investment.

Our potential competitors may also have more extensive customer bases, broader customer relationships than we have, greater brand recognition, and longer operating histories. These competitors may be better able to develop new products, and respond quickly to new technologies, and to undertake more extensive marketing campaigns. The online real estate investing industry is driven by constant innovation. If the Company is unable to compete with such companies and meet the need for innovation, the demand could stagnate or substantially decline.

The Multifamily real estate market is prone to certain risks within the current market. These risks include an increased cost of building materials, supply chain demands, labor shortages, rising interest rates, and an increasing supply of Multifamily housing.

Our strengths include a management team with decades of experience, which created an expansive network that fuels the deal pipeline. The Company also has an in-house construction team which minimizes the need to compete for labor. The Company has direct access to the head of multiple suppliers which allows our team to have priority selection on supplies.

The Company also plans to expand its portfolio of offerings in regards to project types and locations. Potential projects may include building ground-up Multifamily projects and purchasing properties with higher unit quantities. The Company may take this opportunity to expand its deal pipeline across the Mountain West, and Sunbelt Markets.

The Manager might form other entities in the future with investment criteria and goals similar to those of the Company. Having done so, the Manager might identify a project appropriate for both the Company and the new entity. To decide the best fit, and whether the Company or the other entity purchases the project, the Manager would consider the following factors, among others:

·Geographic Markets: If we already have a number of properties in Y market for Company A, we may instead put the “New Property” located in Y market into Company B. 

·Risk: We will balance the weight of each company’s portfolio with high risk/reward and low risk/consistent return properties. 

·Type of property: If Company A has more commercial buildings than Company B, we may put the next commercial building in Company B. 

·Size of the Property: If Company A has larger buildings than Company B, we may choose to add a larger building, or multiple smaller buildings, to Company B. 

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·Quality of the property: If Company A has a balanced range of high/mid quality properties, we may choose to add a high or mid quality property to Company B for balance. 

·Potential Return: If Company A has a larger proportion of potential high return properties, we may choose to add the upcoming potential high return property to Company B. 

If, in the end, a new project makes equal sense in either the Company or another entity controlled by the Manager, it is also possible that multiple portfolios will invest.

We intend to operate the Company in perpetuity.

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The Manager was launched in 2017. Over the last seven years, the Manager or its affiliates have acted as the sponsor of or made investments in 15 real estate investment opportunities, each of which we refer to as a “Program.” In the aggregate, the Programs have raised approximately $21,340,000 from approximately 2066 investors and purchase property with an aggregate price of approximately $45,240,000. None of the Programs has:

·Been registered under the Securities Act of 1933;  

·Been required to report under section 15(d) of the Securities Exchange Act of 1934; or 

·Had a class of equity securities registered under section 12(g) of the Securities Exchange Act of 1934. 

All the Programs had investment objectives similar to those of the Company, in the sense that all involved real estate, and all involved residential property (single-family homes, multifamily properties, etc.).

Seven of the Programs have completed the full project lifecycle, from raising funds, renovations, stabilization, and then sale. Each of these Programs paid a 12% preferred annual return to investors.

Six Programs are being stabilized, and two Programs are generating cash flow and paying distributions to investors.

Other than the impacts of the factors discussed in “RISKS OF INVESTING,” there have been no major adverse business developments or conditions experienced by any of these Programs that would be material to purchasers of the Class A Investor Shares.

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Exhibit 1A-15.2 sets forth a series of tables we refer to together as the “Prior Performance Tables,” which provide more detailed information about Programs. There are six separate tables:

The information presented in the Prior Performance Tables is as of December 31, 2024.

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The Company intends to be treated as a Real Estate Investment Trust, or “REIT.”

A REIT is just a tax concept: an entity that is treated as a corporation for Federal income tax purposes and satisfies an extensive list of requirements listed in section 856 of the Internal Revenue Code. These requirements include:

·The kinds of assets it owns 

·The kind of income it generates 

·Who owns it 

·How much of its income it distributes to its owners 

Why go through the headache of satisfying all those rules to become a REIT? Just taxes:

·If the Company were a regular limited liability company, not a REIT, then the income of the Company would be reported to Investors on Form K-1. Transferring the information from Form K-1 to his or her own personal tax return can be difficult and time-consuming. 

·Conversely, if the Company were a corporation and did not qualify as a REIT, it would be subject to tax on its income at the corporate level, and investors would then be subject to tax again when the Company distributed its income, resulting in two levels of tax on the same income. 

·As a REIT, the Company will not itself be subject to tax, and Investors will receive only a simple Form 1099 to report their income from the Company. 

If you are interested, you can read much more detailed information about the tax treatment of REITs in “FEDERAL INCOME TAX CONSEQUENCES.”

The Company is a limited liability for purposes of state law but has elected to be treated as a corporation for federal income tax purposes. That’s what allows the Company to be treated as a REIT.

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When Investors buy Class A Investor Shares, they are buying an interest in NV REIT LLC, which is a Delaware limited liability company that has made an election to be taxed as a corporation (and as a REIT) for Federal income tax purposes. We refer to that entity as the “Company.”

Apart from Investors, the only other owner of the Company today is Neighborhood Management LLC, an Arizona limited liability company, which we refer to as the “Manager.” The Manager controls all the aspects of the Company’s business and operations, including investment decisions (that is, deciding which properties to buy and sell and when to buy and sell them).

Of course, the Company could admit additional members in the future.

The Company, in turn, is an owner and the sole manager of NV REIT Partnership LLC, a Delaware limited liability company, which we refer to as the “Partnership.” See “TOUR COMPANY AND BUSINESS – THE UPREIT STRUCTURE AND NV REIT PARTNERSHIP LLC.”

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*Mr. Manwaring and Mr. Kobierowski are officers of the Manager.

* Employees are employed by the Manager rather than by the Company directly.

Jamison Manwaring

Jamison Manwaring is the Co-founder, Managing Partner, and CEO of Neighborhood Ventures, the owner of Neighborhood Management. He graduated from the University of Utah with a BS in Finance, and in 2020 he was selected as Phoenix Business Journal’s 40 under 40.

Jamison’s previous work experience includes being a technology analyst at Goldman Sachs, where he participated in over a dozen software IPO’s including Tableau, Alarm.com, and LifeLock. After which, he served as the Vice President of Investor Relations at LifeLock and assisted the company in its successful sale to Symantec in February of 2017.

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John Kobierowski

John Kobierowski is the Co-founder, Managing Partner, and President of Real Estate at Neighborhood Ventures. He is also the CEO/President of ABI Multifamily and the owner of The Grid Works co-workspace in Uptown Phoenix. In 2020 he became a contributing member of the Forbes Real Estate Council.

John graduated from Arizona State University with a BS in Liberal Arts with a minor in Business focused on Engineer and Architecture. Over the course of his career, he has personally closed over 1,400 multifamily transactions, developed over 800 condominium units, and owned over 1,000 apartment units, homes, and condominiums.

Bart Diehl

Prior to joining the Neighborhood Ventures team, Bart used his legal and business expertise, as a business consultant, providing guidance and advice to a range of companies, from startups to established firms on issues pertaining to compliance, marketing, and sustainable growth. In addition to his consulting work, he decided to pursue his own entrepreneurial venture and launched a supplement line for high-quality supplements where he serves as Co-Founder today.

Bart obtained his Bachelor of Arts in Entrepreneurship from North Central College and obtained his Juris Doctorate from Thomas Jefferson School of Law.

Heidi Butler

Before joining Neighborhood Ventures, Heidi was a Keynote Speaker in a national conference about improving education in our public schools. She studied finance for 2 years at Brigham Young University–Idaho and is currently a student at Arizona State University majoring in Corporate Accounting.

During her time at Neighborhood Ventures Heidi has developed several departments and is now focused on overseeing accounting and operations within the company.

Heather Andrews

Prior to joining the Neighborhood Ventures team Heather studied Art History at Arizona State University and worked as a Research Assistant and Project Manager for an ASU Professor and Multimedia Artist. For the last 20 years, Heather built a career as a Household Manager & Executive Nanny for high-net-worth families primarily, based in New York City.

Within Neighborhood Ventures, Heather handles communications with investors to ensure a consistent standard of high-quality service. She has a deep understanding of investor needs and quickly collaborates with other members of the team for any elevated issues.

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Danny Parra

Danny began construction with a remodeling company. During his time there, he ran the customer service department and later transitioned into the superintendent for that developer. He took the next 10 years to build his career as an independent contractor.

Since joining Neighborhood Ventures in 2018, he has taken the lead and has successfully renovated 10 of our projects. His drive and focus as a construction project manager have made him stand out as a core member of our tenured team.

Colby Butler

As the Tech Operations Analyst, Colby oversees and manages the rollout of our software programs. He manages all technical aspects within the company. His focus is to ensure a seamless experience for investors. He makes real-time adjustments to the coding so technical issues can be addressed and resolved. Colby has studied Computer Science and Web Coding and Designing at Brigham Young University of Idaho and in Phoenix, AZ.

Amanda Schwicht

Prior to Neighborhood Ventures, Amanda managed a variety of businesses. Her focus was on creating strategies to drive revenue and overall profitability. She handled multiple underperforming locations, tasked with creating sustainability and success in each store. She did so by creating training programs based on each person’s performance and supporting them as they worked with their clients.

At Neighborhood Ventures, she manages media production, output, and marketing analysis. She researches the current/upcoming trends in the market and adjusts the content/marketing to address the key interests of our current/potential investors.

Mr. Manwaring and Mr. Kobierowski own 96% of Neighborhood Ventures, Inc., a Delaware corporation, which in turn is the parent entity of Neighborhood Management LLC, the Manager.

Heidi Butler is the niece in law to Co-Founder, Jamison Manwaring, via Colby Butler, her spouse.

Colby Butler is the nephew of Co-Founder, Jamison Manwaring.

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Within the last five years, no Executive Officer or Significant Employee of the Company, no partnership of which an Executive Officer or Significant Employee was a general partner, and no corporation or other business association of which an Executive Officer or Significant Employee was an executive officer, has been engaged in any criminal, bankruptcy, or any similar legal proceedings.

Neither the Company itself, nor any of the Manager, or any of their respective employees, officers, directors, managers, or members is, to the knowledge of the Company currently engaged in any material legal proceedings.

Neither the Company itself, nor any of the Manager, or any of their respective employees, officers, directors, managers, or members is, to the knowledge of the Company, currently the subject of any investigation or proceedings by any governmental authorities.

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The people who run the Company make money from the Company in (only) three ways:  

·They receive fees 

·They invest alongside Investors and receive the same distributions as Investors 

·They receive the Promoted Interest 

All three forms of compensation are discussed below.

The Company itself does not have any employees or payroll. For example, Mr. Manwaring does not receive any salary, bonuses, or other compensation directly from the Company. Instead, all his compensation is paid from the fees paid to the Manager and from the Promoted Interest.

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The Manager (and possibly the Manager’s other affiliates) might purchase Class A Investor Shares. If so, they will be entitled to the same distributions as other Investors.

As described in “SECURITIES BEING OFFERED – DISTRIBUTIONS,” the Manager is entitled to receive 20% of all distributions after Investors have received a 6% annual, non-compounded return on their invested capital and, in the case of distributions from capital transactions, a return of their capital.

How much money the Manager ultimately receives as a Promoted Interest therefore depends on a number of factors, including:

●How much capital is raised in the Offering; 

●The investment returns the Company is able to achieve; 

●When those returns are achieved (the Company might not achieve the same return every year); 

●When the Company distributes money to Investors; and  

●The amount of expenses the Company incurs. 

No less than once per year, the Company will provide Investors with a detailed statement showing:

·Any transactions between the Company and the Manager or its affiliates. 

In each case, the detailed statement will describe the services performed and the amount of compensation paid.

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The compensation described in this section was calculated using the accrual method of accounting.

The stages of the Company’s organization, development, and operation, and the compensation paid by the Company to the Manager and its affiliates during each stage, are as follows:

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The limited liability company interests in the Company are denominated by 20,000,000 “Shares,” consisting of 1,000,000 “Common Shares” and 19,000,000 “Investor Shares.” The Manager has the authority to divide the 19,000,000 Investor Shares into one or more “classes,” by adopting one or more authorizing resolutions. The Manager adopted the Authorizing Resolution to create 750,000 Class A Investor Shares.

As of the date of this Offering Circular, the Manager owns 100% of the Common Shares.

Under the LLC Agreement, the Manager has full control over all aspects of the business of the Company. Investors will not be entitled to vote on any matter involving the Company or the Company, except that the owners of the Class A Investor Shares may, in some situations, remove the Manager for cause. For more information, see “SUMMARY OF OUR LLC AGREEMENT AND AUTHORIZING RESOLUTION – MANAGEMENT.”

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The Company has entered into the following transactions with related parties:

·The Company expects to pay ABI Multifamily a 3-5% commission on the gross sales price of each real estate transaction. John Kobierowski is the co-founder and Senior Managing Partner of ABI Multifamily. 

·The Company expects to pay Effortless VR LLC a 20-30% commission on any short-term rental income. The owner of Manager, Neighborhood Ventures, Inc., is a significant shareholder of Effortless VR LLC. 

·In general, property management is expected to be handled by an unrelated third party which is paid 5-15% of rents collected. However, on November 29, 2023, Venture on Williams entered into a property management agreement with Venture Residences LLC, a related party, and replaced Sundial Real Estate (a third party PM servicer). At some point the Manager may bring all such services in-house to optimize operations and improve customer service. 

·The Company has transferred all of its Type A Projects to the Partnership in return for the Partnership’s Class B Shares. The Partnership’s Class C Shares are all owned by the Manager. 

·A Management Services Agreement with the Manager, attached as Exhibit 1A-6B. 

By “related party” we mean:

·Any Director, executive officer, or significant employee of the Company or the Manager; 

·Any person who has been nominated as a Director; 

·Any person who owns more than 10% of the voting power of the Company; and 

·An immediate family member of any of the foregoing. 

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We are offering to the public up to $75,000,000 of our Class A Investor Shares, which represent limited liability company interests in the Company. All of the rights and obligations associated with the Class A Investor Shares are set forth in:

·The LLC Agreement, which is attached as Exhibit 1A-2B; 

·The Authorizing Resolution, which is attached as Exhibit 1A-2C. 

Currently, the Company is offering Class A Investor Shares at $100 per Class A Investor Share. During the term of this Offering, we may increase or decrease the price per Class A Investor Share to reflect changes in the value of our assets and the amount of our liabilities, which will be determined by the Manager in its sole and absolute discretion.

To determine the price of the Class A Investor Shares, the Manager would:

·Second, the Manager would determine the amount of all the Company’s liabilities, including hypothetical sales commissions and other transactions costs that would be incurred if the Company sold all its assets. 

·Third, the Manager would subtract the liabilities and expenses from the value of the assets. The result is the “Net Asset Value.” 

·Fourth, the Manager would calculate the amount that would be distributed with respect to each Class A Investor Share if the Net Asset Value were distributed in accordance with the LLC Agreement. 

Changes in the price of the Class A Investor Shares will be reflected in an amendment or supplement to this Offering Statement. At this time, the Manager cannot reasonably estimate when or how often it will amend the Offering price. Such amendments will depend upon numerous factors, including, but not limited to, (i) the amount of capital raised in this Offering, (ii) our ability to effectively deploy the capital we raise, (iii) the timing of actual asset acquisitions and dispositions by the Company, and (iv) the value of assets acquired or disposed of by the Company.

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Owners of the Class A Investor Shares – that is, Investors – will have no right to vote or otherwise participate in the management of the Company. Instead, the Company is managed by the Manager exclusively. However, under certain circumstances Investors have the right to remove the Manager for “cause.”

Distributions will be governed by the Company’s LLC Agreement and by the Authorizing Resolution.

●Distributions of ordinary operating cash flow (for example, net income from the rental of a property, after expenses); and 

●Distributions of the net proceeds from “capital transactions” like sales or refinancing of properties (“net proceeds” means the gross proceeds of the capital transaction, reduced by the expenses of the transaction, including repayment of debt). 

Distributions of ordinary operating cash flow will be in the following order of priority:

●STEP ONE:  First, Investors will receive all the operating cash flow until they have received a 6% cumulative, non-compounded annual return on their invested capital. We refer to this as the “Preferred Return” of Investors.  

●STEP TWO:  Second, any remaining operating cash flow will be distributed 80% to the Investors on a pro rata basis, and 20% to the owner of the Common Shares. 

Distributions of the net proceeds from capital transactions will be made in the following order or priority:

●STEP ONE:  First, Investors will receive all the net proceeds until they have received their entire Preferred Return. 

●STEP TWO:  Second, Investors will receive any remaining net proceeds to return an allocable portion of the capital they invested. 

●STEP THREE:  Third, any remaining net proceeds will be distributed 80% to the Investors on a pro rata basis, and 20% to the owner of the Common Shares. 

We expect to make distributions of ordinary operating cash flow, once available, on at least a monthly basis, i.e., twelve times per year. Distributions of the net proceeds from capital transactions will be made, if at all, upon the occurrence of a capital transaction. We expect to reinvest most, if not all, net proceeds from capital transactions for the foreseeable future.

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To decide how much to distribute, we start with our revenues, which may include rental income, and then subtract our actual expenses, which may include items such as management fees (including fees to the Manager), bank fees, appraisal costs, insurance, commissions, marketing costs, taxes, legal and accounting fees, travel expenses, and fees paid to third parties. Finally, depending on the circumstances at the time, we decide how much should be held in reserve against future contingencies. The amount we distribute is therefore our revenue, minus our expenses, minus the reserve amount.

In some situations, we might be required by law to withhold taxes and/or other amounts from distributions made to Investors. The amount we withhold will still be treated as part of the distribution. For example, if we distribute $100 to you and are required to withhold $10 in taxes, for our purposes you will be treated as having received a distribution of $100 even though only $90 was deposited in your bank account.

We can only distribute as much money as we have. There is no guaranty that we will have enough money, after paying expenses, to distribute anything to Investors.

Investors may freely transfer their Class A Investor Shares, but only after providing the Manager with written assurance that (i) the transfer is not required to be registered under the Securities Act of 1933, (ii) the transferor or the transferee will reimburse the Company for expenses incurred in connection with the transfer, and (iii) the transfer will not compromise the Company’s election to be taxed as a REIT for purposes of Federal income taxation.

An Investor who wants to sell Class A Investor Shares must first offer them to the Manager, who will have a “first right of refusal” to buy them.

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The Manager may require an Investor to sell his, her, or its Class A Investor Shares back to the Company:

·If the Investor is an entity governed by the Employee Retirement Income Security Act of 1974, Code section 4975, or any similar Federal, State, or local law, and the Manager determines that all or any portion of the assets of the Company would, in the absence of the redemption, more likely than not be treated as “plan assets” or otherwise become subject to such laws. 

·If the Manager determines that the redemption would be beneficial in allowing the Company to retain its status as a REIT.  

·If the Manager determines that (i) such Investor made a material misrepresentation to the Company; (ii) legal or regulatory proceedings are commenced or threatened against the Company or any of its members arising from or relating to the Investor’s interest in the Company; (iii) the Manager believes that such Investor’s ownership has caused or will cause the Company to violate any law or regulation; (iv) such Investor has violated any of his, her, or its obligations to the Company or to the other Members; or (ii) such Investor is engaged in, or has engaged in conduct (including but not limited to criminal conduct) that (A) brings the Company, or threatens to bring the Company, into disrepute, or (B) is adverse and fundamentally unfair to the interests of the Company or the other Members. 

If an Investor’s Class A Investor Shares are purchased in this manner, the price will be equal to 90% of the amount such Investor would have received with respect to such Class A Investor Shares had the Net Asset Value been distributed in complete liquidation of the Company.

The purchase price will be paid by wire transfer or other immediately available funds.

The Company will use reasonable commercial efforts to purchase, or arrange for the purchase of, the Class A Investor Shares by the end of the calendar quarter. If the Company is unable to purchase or arrange for the purchase of all the Class A Investor Shares specified by the end of such quarter then, subject to other limitations described below and instructions from the Investor to the contrary, the Company will purchase or arrange for the purchase of that number of Class A Investor Shares as it is able. The Investor may submit a redemption request for the remaining Class A Investor Shares during a subsequent redemption window.

If two or more requests are made during the same redemption window, available funds will be allocated on a pro rata basis.

However, the Manager may, in its sole discretion, give priority to requests submitted (i) by Investors who have contributed real estate to the Company; (ii) by the qualified retirement plans, including individual

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retirement accounts, of Investors who are required by law to take minimum distributions; or (iii) in other circumstances that the Manager determines call for priority.

The limited right of liquidity is subject to important limitations:

·The Company is not required to purchase or arrange for the purchase of shares if the Company determines, in its sole discretion, that it does not have sufficient cash to do so or that doing so would be adverse to the interests of the Company or its other Stockholders.  

·The Company is not required to borrow money or dispose of assets.  

·During any given calendar year the Company shall not be obligated to purchase or arrange for the purchase of more than 2% of the total number of shares of Class A Investor Shares issued and outstanding (although it may choose to do so in its sole discretion). 

·The Delaware Limited Liability Company Act may limit the Company’s ability to repurchase shares. Under Section 18-607 of the Delaware Limited Liability Company Act, Delaware limited liability companies are generally prohibited from making distributions that would result in the company’s liabilities exceeding the fair value of its assets.  

Each purchase of Class A Investor Shares shall also be subject to a transaction fee of One Hundred Ninety-Five Dollars ($195.00). The fee may be waived in the event of death or disability of the Investor.

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As long as you’re at least 18 years old, you can invest in this Offering. But if you’re not an “accredited” investor, the amount you can invest is limited by law.

Under 17 CFR §230.501, a regulation issued by the Securities and Exchange Commission, the term “accredited investor” means:

·A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; 

·A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; 

·A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person;  

·A business in which all the equity owners are accredited investors; 

·An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; 

·A bank, insurance company, registered investment company, business development company, or small business investment company; 

·A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; and 

·A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer. 

If you fall within any of those categories, then you can invest as much as you want. If you don’t fall within any of those categories, then the most you can invest in this Offering is the greater of:

·10% of your annual income; or 

·10% of your net worth. 

These limits are imposed by law, not by us.

When you go to our website, https://neighborhood.ventures, we will ask whether you are an accredited investor. If you aren’t, then we’ll ask for your annual income and net worth.

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We are offering up to $75,000,000 of our Class A Investor Shares in the Offering.

Only the Company itself is selling securities in this Offering. No securities are being sold by or on behalf of any existing owner of the Company.

Anyone 18 or older can buy Class A Investor Shares, regardless of income or net worth. If you are not an “accredited investor” the law limits how much you can invest. See “LIMIT ON AMOUNT A NON-ACCREDITED INVESTOR CAN INVEST.”

The Offering began on January 9, 2023, when it was “qualified” by the SEC. The Offering will end upon the earlier of (i) the date we have sold $75,000,000 of Class A Investor Shares (i.e., all the securities we are offering), (ii) a date determined by the Company; or (iii) the date the Offering is required to terminate by law.

The minimum initial investment is $100.

The Class A Investor Shares will be offered by the Company itself through https://neighborhood.ventures, which we refer to as the “Site.” Purchases and sales of our Class A Investor Shares made through our Site will not be subject to any sales commissions or fees.

To buy Class A Investor Shares, visit the Site and register, locate the Offering, and follow the instructions. We will ask for certain information about you, including:

·Your name and address 

·Your social security number (for tax reporting purposes) 

·Whether you are an “accredited investor” 

·If you are not an accredited investor, your income and net worth 

We will also ask you to sign our Investment Agreement, a copy of which is attached as Exhibit 1A-6A.

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You will pay for your Class A Investor Shares using one of the options described on the Site.

The information you submit, including your signed Investment Agreement, is called your “subscription.” We will review your subscription and decide whether to accept it. We have the right to accept or reject subscriptions in our sole discretion, for any reason or for no reason.

Once we have accepted your subscription, we will notify you by email and the investment process will be complete. We will also notify you by email if we do not accept your subscription, although we might not explain why. We reserve the right to reject any subscription in whole or in part for any reason. If we reject your subscription, we will return all your money without interest or deduction.

Your Class A Investor Shares will be issued in electronic form only. We will not issue you a paper certificate representing your Class A Investor Shares.

When you invest through our Site, your money will be held in an escrow account with a third-party financial institution that will serve as the escrow agent. Your investment will be held only until we review your subscription and decide whether to accept it. If we decide to reject your subscription for any reason, we will return your funds to you without interest or deduction.

After the Offering has been “qualified” by the SEC, we intend to advertise the Offering using the Site and through other means, including public advertisements and audio-visual materials, in each case only as we authorize. Although these materials will not contain information that conflicts with the information in this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Class A Investor Shares, our advertising materials will not give a complete understanding of this Offering, the Fund, or the Class A Investor Shares and are not to be considered part of this Offering Circular. The Offering is made only by means of this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Class A Investor Shares.

From time to time, we will supplement or amend this Offering Circular during the term of the Offering to reflect changes or additions to the information presented, as required by SEC rules.

Among other things, while the Offering is being conducted, we will file a “sticker supplement” pursuant to Rule 253(g) of SEC Regulation A for each project in which we intend to invest, at such time as we determine that there is a reasonable probability that we will invest. The supplement will describe the project and will disclose all compensation and fees paid to the Manager or its affiliates in connection with the acquisition.

At least once every three months, we will consolidate all such sticker supplements into a “post-qualification amendment” to this Offering Circular. Where appropriate, the post-qualification amendment will also include or incorporate by reference audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X for properties acquired during the distribution period.

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We will also file, after the end of the distribution period, a current report on Form 1-U containing the financial statements and any additional information required by Rule 3-14 of Regulation S-X (as applicable), to reflect each commitment (i.e., the signing of a binding purchase agreement) to purchase a property made after the end of the distribution period involving the use of 10% or more (on a cumulative basis) of the net proceeds of the Offering, and we will provide the information contained in such report to Investors at least once each quarter after the distribution period ends.

So far, we have used the money raised in the Offering as follows:

We expect future marketing costs to vary depending on the size of the Offering: the more money we spend marketing the Offering, the more money we expect to raise. Roughly speaking, we expect to spend about 10% of the money raised on marketing. Thus, if we raise $5,000,000 in the Offering, we expect to spend about $500,000 on marketing, while if we raise $75,000,000 in the Offering, we expect to spend about $7,500,000 on marketing.

After paying these costs, all of the proceeds of the Offering, no matter how much we raise, will be used to invest in real estate projects and to pay the Company’s normal operating costs, including fees to the Manager and its affiliates.

We are not paying commissions to underwriters, brokers, or anybody else for selling or distributing the Class A Investor Shares. Because we are not paying any commissions, more of your money can go to work for you.

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The Class A Investor Shares being offered in this Offering were created when the Manager adopted a resolution pursuant to section 3.2 of the LLC Agreement. We refer to this as the “Authorizing Resolution.”

The following summarizes some of the key provisions of the LLC Agreement and the Authorizing Resolution. This summary is qualified in its entirety by the LLC Agreement itself, which is included as Exhibit 1A-2B, and by the Authorizing Resolution itself, which is included as Exhibit 1A-2C.

The Company was formed in Delaware on September 7, 2022, pursuant to the Delaware Limited Liability Company Act.

Under the LLC Agreement, ownership interests in the Company are referred to as “Shares,” while the owners are referred to as “Members.”

The interests in the Company are denominated by 20,000,000 “Shares,” consisting of 1,000,000 “Common Shares” and 19,000,000 “Investor Shares.” The Manager may further divide the 19,000,000 Investor Shares into one or more classes, by adopting one or more authorizing resolutions. Anyone owning Investor Shares is referred to in the LLC Agreement as an “Investor Member.”

The Manager adopted the Authorizing Resolution to create the Class A Investor Shares. Any Investor who buys Class A Investor Shares in the Offering will be an “Investor Member” under the LLC Agreement.

All the Common Shares of the Company are owned by the Manager. The Class A Investor Shares will be owned by Investors. By adopting other authorizing resolutions, the Manager may create, offer, and sell other classes of Investor Shares in the future, which could have rights superior to the rights of the Class A Investor Shares.

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The Manager has complete discretion over all aspects of the business conducted by the Company. For example, the Manager may (i) admit new members to the Company; (ii) enter into contracts on behalf of the Company; (iii) borrow money; (iv) acquire and dispose of assets; (v) determine the timing and amount of distributions to Members; (vi) create new classes of limited liability company interests; (vii) determine the information to be provided to the Members; (viii) grant liens and other encumbrances on the assets of the Company; (ix) and dissolve the Company.

Investors who purchase Class A Investor Shares will not have any right to vote on any issue other than certain amendments to the LLC Agreement, or to remove the Manager.

The Manager can only be removed for “cause” under a procedure set forth in section 5.6 of the LLC Agreement.

The term “cause” includes:

·An uncured breach of the LLC Agreement or the Management Agreement by the Manager; or 

·The bankruptcy of the Manager; or  

·Certain misconduct on the part of the Manager, if the individual responsible for the misconduct is not terminated. 

A vote to remove the Manager for cause must be approved by Investor Members owning at least 75% of the outstanding Investor Shares. Whether “cause” exists would then be decided in arbitration proceedings conducted under the rules of the American Arbitration Association.

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The LLC Agreement also requires the Company to indemnify (reimburse) the directors, officers and employees of the Company and their affiliates from losses, liabilities, and expenses they incur in performing their duties, provided that they (i) acted in good faith and in a manner believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) the challenged conduct did not constitute fraud or willful misconduct, in either case as determined by a final, non-appealable order of a court of competent jurisdiction. For example, if a third party sued the Manager on a matter related to the Company’s business, the Company would be required to indemnify the Manager for any losses or expenses it incurs in connection with the lawsuit, including attorneys’ fees, judgments, etc. However, this indemnification is not available where a court or other juridical or governmental body determines that the person to be indemnified is not entitled to indemnification under the standard described in the preceding sentence.

Notwithstanding the foregoing, no exculpation or indemnification is permitted to the extent such exculpation or indemnification would be inconsistent with the requirements of federal or state securities laws or other applicable law.

The detailed rules for exculpation and indemnification are set forth in section 6 of the LLC Agreement.

Once an Investor pays for his, her, or its Class A Investor Shares, he, she, or it will not be required to make any further contributions to the Company. However, if an Investor has wrongfully received a distribution, he, she, or it might have to pay it back.

No Investor will be personally liable for any of the debts or obligations of the Company.

In general, Investors may freely transfer their Class A Investor Shares. However, the Manager may prohibit a transfer that the Manager determines would jeopardize the status of the Company as a REIT.

If an Investor wants to sell Class A Investor Shares, the Investor must first offer the Class A Investor Shares to the Manager.

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If an Investor who is a human being (as opposed to an Investor that is a legal entity) should die or become incapacitated, the Investor or his, her or its successors will continue to own the Investor’s Class A Investor Shares.

The Company will pay certain management fees and other fees to the Manager, as summarized in “COMPENSATION OF MANAGEMENT.”

The Manager may cause the Company to redeem (purchase) the Class A Investor Shares owned by an Investor in some circumstances (in effect kicking the Investor out of the deal) as described in “SECURITIES BEING OFFERING – MANDATORY REDEMPTIONS.”

If the Manager wants to sell the business conducted by the Company, it may affect the transaction as a sale of the assets owned by the Company or as a sale of all the Interests in the Company. In the latter case, Investors will be required to sell their Class A Investor Shares as directed by the Manager, receiving the same amount they would have received had the transaction been structured as a sale of assets.

All documents, including all tax-related documents, will be transmitted by the Company to Investors via electronic delivery.

The Manager may amend the LLC Agreement unilaterally (that is, without the consent of anyone else) for a variety of purposes, including to:

·Cure ambiguities or inconsistencies in the LLC Agreement; 

·Add to its own obligations or responsibilities; 

·Change the name of the Company; 

·Ensure that the Company (including the Company) satisfies applicable laws, including tax and securities laws; and  

·Ensure that the Company is eligible to be treated as a REIT.  

An amendment that has, or could reasonably be expected to have, an adverse effect on Investors, requires the consent of the Manager and Investors holding a majority of the Class A Investor Shares.

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An amendment that would require an Investor to make additional capital contributions or impose personal liability on an Investor requires the consent of the Manager and each affected Investor.

Within 120 days after the end of each fiscal year of the Company, we will provide Investors with (i) a statement showing in reasonable detail the computation of the distributions made by the Company, (ii) audited financial statements of the Company, (iii) a statement of the income and expenses of the Company, and (iv) a description of the Company’s investments, and a valuation of the investments performed in good faith by the Manager.

In addition, each year the Company will provide Investors with a detailed statement showing:

·The fees paid to the Manager and its affiliates; and 

·Any transactions between the Company and the Manager or its affiliates. 

In each case, the detailed statement will describe the services performed and the amount of compensation paid.

Within 60 days after the end of the first three fiscal quarters of each fiscal year, we will also provide to Investors a report containing, among other items, an overview of the Company’s investments, unaudited financial statements, a summary of the distributions made during the quarter, and a statement of such Investor’s capital account.

As a “tier 2” issuer under Regulation A, the Company may also be required to provide investors with additional information on an ongoing basis, including annual audited financial statements, annual reports filed on SEC Form 1-K, semiannual reports filed on SEC Form 1-SA, special financial reports filed on SEC Form 1-K, and current reports on SEC Form 1-U. If, however, our Class A Investor Shares are held “of record” by fewer than 300 persons, these reporting obligations could be terminated.

A Member’s right to see additional information or inspect the books and records of the Company is limited by the LLC Agreement.

The LLC Agreement will be governed by the internal laws of Delaware. If disputes arise, they will be litigated in Delaware courts or the Federal courts located in or most geographically convenient to Wilmington, Delaware.

This “choice of forum” provision will not apply to the extent prohibited by the Securities Act of 1933 or the Securities Exchange Act of 1934.

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Neighborhood Management LLC, a Delaware corporation, is designated as the “manager” of the Company under the LLC Agreement. Under section 5.1.2 of the LLC Agreement, the Manager has:

[F]ull and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, to execute any contracts or other instruments on behalf of the Company, and to perform any and all other acts or activities customary or incidental to the management of the Company’s business.

The Company and the Manager have entered into an agreement captioned “Management Services Agreement” and dated November 10, 2022 (the “Management Agreement”).

The duties of the Manager fall within the following categories:

·General Management Services 

·Investment Management 

·Capital Formation 

·Asset Management 

·Accounting and Administrative 

·Member Services 

·Miscellaneous Services  

Specific responsibilities of the Manager include:

·Conducting this Offering 

·Establishing investment guidelines, policies, and procedures 

·Overseeing and conducting due diligence 

·Arranging for financing from banks and other financial institutions 

·Reviewing joint venture opportunities 

·Keeping and maintaining the books and records of the Company 

·Managing the Company’s portfolio of assets 

·Managing the administrative and back-office functions of the Company 

·Collecting, maintaining, and distributing information 

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·Determining the improvements to be made to properties owned by the Company 

·Maintaining appropriate technology systems 

·Making, changing, and revoking tax elections including making an election be treated as a REIT and to be treated as a corporation for tax purposes 

·Complying with SEC requirements 

·Managing distributions and payments to Investors; 

·Handling redemption requests from Investors  

·Engaging property managers, contractors, attorneys, accountants, and other third parties 

·Entering contracts and other agreements 

The compensation of the Manager is described in “COMPENSATION OF MANAGEMENT.”

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To purchase Class A Investor Shares, an Investor must sign our Investment Agreement. This section summarizes some of the principal terms of the Investment Agreement. A copy of the Investment Agreement is attached as Exhibit 1A-6A.

The Investment Agreement designates how many Class A Investor Shares you are purchasing, and the purchase price. It also provides that once you sign the Investment Agreement, you have no right to cancel your investment.

In the Investment Agreement, you make a number of promises to us. For example:

·You promise that all the information you have given us is accurate. 

·You promise that you understand the risks of buying Class A Investor Shares. 

·You promise that you are buying your Class A Investor Shares for purposes of investment. 

·You promise that you have the legal power to invest. 

·You make a number of promises relating to anti-terrorism and anti-money laundering laws. 

·You make promises as to whether you are an “accredited investor.” 

·You promise that nobody has made any oral or written statements or representations to you that are inconsistent with the information in the Investment Agreement and this Offering Circular. 

·If you are an entity (not an individual), you promise that you have not provided any information about the Company or its business to any actual or prospective investor, except written information that the Company has approved in writing in advance. 

The Investment Agreement will be governed by the internal laws of Delaware. If disputes arise, they will be litigated in Delaware courts or the Federal courts located in or most geographically convenient to Wilmington, Delaware.

This “choice of forum” provision will not apply to the extent prohibited by the Securities Act of 1933 or the Securities Exchange Act of 1934.

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The Investment Agreement requires you to waive your right to a jury trial in the event of a dispute, meaning that your claims would be heard by a judge rather than by a jury. The Investment Agreement also requires you to waive all damages other than so-called “direct” damages. For example, you waive your right to recover lost profits, special, consequential, or punitive damages.

However, neither of these limitations applies to claims arising under the federal securities laws.

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The following summarizes some of the Federal income tax consequences of the Company and Investors. This summary is based on the Internal Revenue Code (the “Code”), regulations issued by the Internal Revenue Service (“Regulations”), and administrative rulings and court decisions, all as they exist today. The tax laws, and therefore the Federal income tax consequences of acquiring Class A Investor Shares, could change in the future.

This is only a summary, applicable to a generic Investor. Your personal situation could differ. We encourage you to consult with your own tax advisor before investing.

We intend to elect to be taxed as a “real estate investment trust,” or “REIT,” beginning with our first taxable year.

·We will be taxed at regular corporate tax rates on any undistributed REIT taxable income, including undistributed net capital gains. 

·A REIT may generally be subject to the “alternative minimum tax.” 

·If we have (i) net income from the sale or other disposition of “foreclosure property” which is held primarily for sale to customers in the ordinary course of business or (ii) other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on such income. 

·If the Company has net income from “prohibited transactions” (which are, in general, certain sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property), such income will be subject to a tax of 100% of the net income from such prohibited transactions. 

·If we are able to maintain our qualification as a REIT despite any failure to satisfy either the 75%- or 95%-income test (discussed below), we will be subject to a 100% tax on an amount equal to (a) the gross income attributable to the greater of the amount by which the Company fails the 75% or 95% of income test multiplied by (b) a specified fraction. 

·If we maintain our qualification as a REIT, despite any failure to satisfy the REIT asset tests (discussed below), then we will have to pay a tax equal to the greater of $50,000 or the highest marginal corporate tax rate multiplied by the net income generated by the qualifying assets. 

·A REIT will be subject to a 4.0% excise tax if it fails to make certain minimum distributions each calendar year. 

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·A 35% tax will be imposed on the excess inclusions allocable to disqualified entities that hold interests in the REIT. 

·If a REIT acquires any asset from a C corporation (i.e., generally a corporation subject to full corporate-level tax) in a carryover basis transaction (or if a REIT such as the Company holds assets beginning on the first day of the first taxable year for which the Company qualifies as a REIT) and the REIT subsequently recognizes gain on the disposition of such asset during the 10-year period (the Recognition Period) beginning on the date on which the asset was acquired by the REIT (or the REIT first qualified as a REIT), then the excess of: (a) the fair market value of the assets as of the beginning of the applicable Recognition Period, over (b) the REIT’s adjusted basis in such assets as of the beginning of such Recognition Period will be subject to tax at the highest regular corporate rate, pursuant to guidelines issued by the Service (the Built-In Gain Rules).  

·A REIT will be subject to a tax equal to 100% of re-determined rents, re-determined deductions, and excess interest between a REIT and its taxable REIT subsidiary. 

·A REIT will be subject to the personal holding company tax, if the REIT qualifies as a personal holding company and has undistributed personal holding company income. 

If we failed to satisfy one or more of the technical requirements described below, we might nevertheless be entitled to be treated as a REIT under certain “relief” provisions. Otherwise, we would be subject to tax on our taxable income at regular corporate rates, with no deduction allowed for distributions to shareholders. The resulting corporate income tax liability would significantly reduce the cash available for distribution to Investors.

To qualify as a REIT, we must elect to be treated as a REIT and meet certain requirements related to our organization, income, assets, and distributions. Each set of requirements is discussed in turn below.

The Code defines a REIT as a corporation, trust, or association:

·Managed by one or more trustees or directors; 

·The beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial ownership; 

·Which (but for sections 856 through 859 of the Code) would be taxable as a domestic corporation; 

·Which is neither a financial institution nor an insurance company within the meaning of the applicable provisions of the Code; 

·The beneficial ownership of which is held by at least 100 persons; 

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·During the last half of each taxable year, is not closely held, i.e., not more than 50% of the value of its outstanding stock is owned, directly or indirectly, by or for five or fewer “individuals,” as defined in the Code to include certain entities; 

·Files an election or continues such election to be taxed as a REIT on its return for each taxable year;  

·Uses the calendar year as its taxable year; and 

·Meets other tests described below, including with respect to the nature of its assets and income and the amount of its distributions. 

To maintain qualification as a REIT, on an annual basis we must meet the following two gross income requirements:

·At least 75% of our gross income for the taxable year must be derived from, among other things, rents from real property (with some exceptions), interest on obligations secured by mortgages, and certain gains on the sales of property. 

·In addition to deriving 75% of our gross income from, among other things, the sources listed above, at least 95% of the REIT’s gross income for the taxable year must be derived from the above-described qualifying income, or from dividends, interest or gains from the sale or disposition of stock or other securities that are not dealer property. 

To satisfy the gross income requirements any “rents from real property” received must meet the following conditions:

·The amount of rent must not be based in whole or in part on the income or profits of any person, but can be based on a fixed percentage of receipts or sales; 

·The rent cannot be from a tenant of which we and our affiliates own 10% or more of (i) the total combined voting power of all classes of voting stock, or total value of shares of all classes of stock, if a corporate tenant, or (ii) the interests in the assets or net profits of an entity, if not a corporate tenant; 

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We may provide certain services with respect to our properties. We believe that these services will only be of the type that are usually or customarily rendered in connection with the rental of space for occupancy and that are not otherwise rendered to the tenants. Therefore, we believe that the provision of such customary services will not cause rents received with respect to our properties to fail to qualify as “rents from real property.” Non-customary services and services rendered primarily for the tenants’ convenience will be provided by an independent contractor or a taxable REIT subsidiary to avoid jeopardizing the qualification of rent as “rents from real property.”

At the close of each quarter of the taxable year, we must also satisfy the following four tests related to the nature and diversification of our assets:

·At least 75% of the value of our total assets must be represented by real estate assets, cash, and cash items (including receivables) and government securities; 

·No more than 25% of the value of our total assets can be represented by securities (other than those securities includible in the 75% asset test); 

·No more than 20% of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries; and 

·With the exception of taxable REIT subsidiaries and those securities includible under the 75% asset test, we may not own: 

oSecurities of any one issuer whose value exceeds 5% of the value of our total assets; 

oMore than 10% of any one issuer’s outstanding voting securities; and 

oMore than 10% of the value of the outstanding securities of any one issuer.  

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To qualify as a REIT, we must meet the following annual distribution requirements:

·We must distribute during each calendar year at least the combined sum of 85% of our ordinary income for that year; 95% of our capital gain net income for that year; and any undistributed taxable income from prior periods.  

·We may not dispose of any asset that is subject to the Built-In Gain Rules during the 10-year period beginning on the date on which we acquired the asset.  

Each Investor will receive a Form 1099 from the Company each year, and will transfer the information onto his, her, or its personal tax return. Investors will not receive a Form K-1 from the Company.

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Dividends from the Company will not be treated as “qualifying dividends,” which are eligible for lower tax rates (generally the same tax rates that apply to long term capital gains).

“Capital gain dividends” will be reported as long-term capital gains on the tax returns of Investors (to the extent that they do not exceed our actual net capital gain for the taxable year), without regard to how long an Investor has owned his, her, or its Class A Investor Shares.

Because the Company will be taxed as a corporation, and not as a partnership, Investors may not report on their own income tax returns any tax losses incurred by the Company.

Higher-income taxpayers are subject to an additional 3.8% tax on net “investment income.” Income Investors receive from the Company will be included as “investment income” for these purposes.

An Investor who sells Class A Investor Shares generally will realize capital gain or loss equal to the difference between the selling price and his, her, or its adjusted tax “basis” in the Class A Investor Shares. If the Investor has owned the Class A Investor Shares for at least one year, any gain would generally be treated as long term capital gain.

Taxable distributions from the Company will not be treated as “passive activity income” under Code section 469 and may not be offset against losses from passive activities.

We might be required to withhold federal income tax from distributions under certain circumstances, e.g., where an Investor has failed to provide us with a valid taxpayer identification number.

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Each Investor must either report Company items on his tax return consistent with the treatment on the information return of the Company or file a statement with his tax return identifying and explaining the inconsistency. Otherwise, the IRS may treat such inconsistency as a computational error and re-compute and assess the tax without the usual procedural protections applicable to federal income tax deficiency proceedings.

The Manager will serve as the “tax matters partner” of the Company and will generally control all proceedings with the IRS.

The Code imposes interest and a variety of potential penalties on underpayments of tax.

The foregoing discussion addresses only selected issues involving federal income taxes and does not address the impact of other taxes on an investment in the Company, including federal estate, gift, or generation-skipping taxes, or state and local income or inheritance taxes. Prospective Investors should consult their own tax advisors with respect to such matters. 

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Before the Offering is qualified by the SEC, we might engage in what is commonly referred to as “testing the waters” under 17 CFR §230.255. For example, we might ask for expressions of interest via the Site.

In accordance with the SEC’s rules, all of our communications with potential investors will:

·State that no money or other consideration is being solicited, and if sent in response, will not be accepted; 

·State that no offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date; 

·State that a person’s indication of interest involves no obligation or commitment of any kind; and 

·Either: 

oState from whom a copy of the most recent version of the Preliminary Offering Circular may be obtained, including a phone number and address of such person; 

oProvide the URL where such Preliminary Offering Circular, or the offering statement in which such Preliminary Offering Circular was filed, may be obtained; or 

oInclude a complete copy of the Preliminary Offering Circular. 

A copy of any such communications will be filed with the SEC.

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The Company was created on September 7, 2022, to invest in multifamily real estate projects in and around metropolitan areas.

As of June 30, 2024, the Company had invested a total of $2,234,648 in 1 Type A project and $584,400 in 1 Type B Project real estate project :

As of June 30, 2024, we had cash balances, including cash equivalents, of $141,322 and the book value of our assets was $4,320,197.

During the period from January 1, 2024, through June 30, 2024 (the “Operating Period”), the Company received the following distributions from these projects:

During the Operating Period, the Company distributed $54,858 in cash to its shareholders.

The Company is seeking to raise up to $75,000,000 of capital in this Offering by selling Class A Investor Shares to Investors. As of June 30, 2024, we had raised $2,939,967 .

For the most part, we will use (and have used) the proceeds of the Offering to buy, renovate (where necessary), and operate a portfolio of real estate properties. We also expect to borrow money to finance a portion of the costs of buying and renovating property.

We have certain fixed operating expenses regardless of whether we are able to raise substantial funds in the Offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to pay dividends.

Having raised capital in the Offering, the Company will operate in the manner described in “OUR COMPANY AND BUSINESS.”

Whether we raise $75,000,000 in the Offering or something less, we believe the proceeds of the Offering will satisfy our cash requirements. If we raise less than $75,000,000, we will simply make fewer

64

investments. Although we might decide to raise more capital, we know of no reason why we would need to.

During the Operating Period, the Company was faced with many challenges and opportunities.

Although we have no way of knowing if these trends will continue in the future, we believe that the balance of the evidence shows favorable operating conditions for the Company moving forward.

65

NV REIT, LLC

Consolidated Financial Statements and Independent Auditor’s Report

Years Ended December 31, 2024 and 2023

Financial Statements

Years Ended December 31, 2024 and 2023

Page # 

Independent Auditor’s ReportF-1 

Financial Statements

   Consolidated Balance SheetsF-3 

   Consolidated Statements of OperationsF-4 

   Consolidated Statements of Changes in Members’ EquityF-5 

   Consolidated Statements of Cash FlowsF-6 

   Notes to the Consolidated Financial StatementsF-7 

We have audited the consolidated financial statements of NV REIT, LLC (the Company), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

·Exercise professional judgment and maintain professional skepticism throughout the audit. 

·Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 

·Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. 

·Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. 

·Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Khalsa McBrearty Accountancy, LLP

Phoenix, Arizona

June 10, 2025

NV REIT, LLC

Notes to Consolidated Financial Statements

1. Nature of Operations

NV REIT, LLC (the “Company”) is a Delaware limited liability company formed on September 7, 2022 to invest in real estate projects using crowdfunding to expand the audience to potential non-accredited investors. The projects are mostly in and around primary cities and focus on investing in multifamily real estate.

On February 28, 2023, the Company acquired 100% of the membership interests of Venture on Williams, LLC (“Williams”), a Delaware limited liability company, for $2,234,648. Williams was formed to invest in a real estate property located at 407 N. Williams in Mesa, Arizona. Williams was formed by the Company’s management and had common management and control at the time of the acquisition. As such, the Company accounted for the purchase as a commonly controlled transaction, and the consolidated financial statements have been prepared using retrospective consolidation of the entities.

In January 2024, the Company established NV REIT Partnership LLC (“UPREIT”) for the purpose of holding its investments in stabilized multifamily real estate.

On July 1, 2024, pursuant to a Contribution Agreement entered into between the Company and UPREIT, the Company transferred 100% of its membership interest in Williams to UPREIT in exchange for Class A units in the operating partnership. As this transaction occurred between entities under common control within the Company’s UPREIT structure, the deconsolidation of Williams was accounted for retrospectively. The resulting gain on deconsolidation of Williams was recognized in the fiscal year ended December 31, 2023, consistent with the Company’s accounting policy for common control transactions. Following the contribution, Williams is no longer directly owned by the Company.

On July 15, 2024, UPREIT purchased a controlling interest in Venture at Mountain View, LLC (“MV”). As this transaction occurred between entities under common control within the Company’s UPREIT structure, the consolidation of MV is accounted for retrospectively.

As a consequence of the above two transactions, the Company holds an indirect interest of approximately 62% through its ownership in UPREIT. The remaining approximate 38% is held by third-party limited partners, and accordingly, the Company has recognized a non-controlling interest (“NCI”) in the consolidated financial statements.

2. Summary of Significant Accounting Policies

i. Basis of Presentation and Principles of Consolidation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company has adopted a calendar year as its fiscal year.

The accompanying consolidated financial statements include the accounts of NV REIT LLC (the “Company”), its majority-owned subsidiaries, and entities in which the Company has a controlling financial interest. As of December 31, 2024, the Company owned 61.37% of the outstanding units of the UPREIT structure through which it indirectly holds controlling interests in Williams and Mountain View (“MV”). Accordingly, their financial results have been consolidated in the Company's financial statements for all periods presented.

In accordance with ASC 805-50-15-6, the Company determined that the acquisition of Williams and Mountain View by the UPREIT was a reorganization of entities under common control. Therefore, in accordance with ASC 250-10-45-21 and ASC 805-50, the financial statements require retrospective

F-8

NV REIT, LLC

Notes to Consolidated Financial Statements

consolidation of the entities for all periods presented. As per ASC 810-10-45-10, all intercompany transactions and balances from intercompany transactions are eliminated in consolidation.

ii. Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

iii. Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

iv. Accounts Receivable

Accounts receivable are derived from rental income services and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

v. Concentrations of Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. The Company does not have cash accounts whose balances are in excess of the FDIC insurance limit of $250,000.

Currently the Company has invested in two multi-family projects located in the same metropolitan area of Phoenix, Arizona.

vi. Fair Value Measurements

The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value of a financial instrument is the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based on quoted market prices; however, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. U.S. GAAP excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

Financial Accounting Standards Board (FASB) ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest

F-9

NV REIT, LLC

Notes to Consolidated Financial Statements

priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:

Level 1 - Inputs to valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 - Inputs to the valuation methodology include:

·Quoted prices for identical or similar assets or liabilities in active markets. 

·Quoted prices for identical or similar assets or liabilities in inactive markets. 

·Inputs other than quoted prices that are observable for the asset or liability. 

·Inputs that are derived principally from or corroborated by observable market data by correlation or other means. 

·If the asset or liability has a specific (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. 

Level 3 - Inputs to the valuation methodology and model are unobservable and significant to the fair value measurements.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Except as discussed below, the carrying amounts reported in the financial statements approximate their fair value.

vii. Investment in Venture on 17^th

On August 24, 2023, the Company invested in Venture on 17th LLC, originally receiving a member interest in an Arizona limited liability company (the “Project Entity”), but consequently recategorizing its investment in the Project Entity to a debt instrument. As of December 31, 2024 and 2023, the outstanding balance to the Project Entity was $704,400 and $546,400 respectively. The loan matures on the earlier of December 26, 2026, or upon the sale or dissolution of the real estate project owned by the Project Entity. The loan bears interest at 15% per year. Interest is payable monthly, with all principal and accrued interest due at maturity.

The investment in the Project Entity was accounted for as Level 3 instrument. As of December 31, 2024 and 2023, the Company determined that cost approximated fair value of the investment, and as such, included $704,400 and $546,400, respectively, on the consolidated balance sheet. As such, there was no change in fair value recorded.

The Company evaluated the fair value at December 31, 2024 and 2023, and determined no impairment was necessary.

During the year ended December 31, 2024 and 2023, the Company recognized $88,254 and $23,469, respectively, in investment income pertaining to the Project Entity.

viii. Investment in Venture on 36^th

During the year ended December 31, 2024, the Company entered into a series of unsecured promissory note agreements with Venture on 36th St LLC, an Arizona limited liability company (the “Project Entity”), totaling $90,000 as of December 31, 2024. The notes were executed on August

F-10

NV REIT, LLC

Notes to Consolidated Financial Statements

20, 2024, September 5, 2024, and December 5, 2024, in the principal amounts of $50,000, $25,000, and $15,000, respectively.

The notes bear simple interest at rates ranging from 5% to a maximum of 15% per annum, with interest subject to quarterly adjustment. Interest is payable monthly, with principal and any accrued but unpaid interest due upon maturity. The notes are unsecured and are not convertible into equity. Repayment is required in lawful U.S. currency and payments are first applied to accrued interest, then principal.

The Company classified this investment as a Level 3 financial instrument under the fair value hierarchy due to the absence of observable market inputs. As of both December 31, 2024 and the respective investment dates, the Company determined that cost approximated fair value, and no change in fair value or impairment was recognized.

The Company recognized $3,092 in interest income from this investment during the year ended December 31, 2024, which is included in investment income on the consolidated statements of operations.

ix. Real Estate Assets, net

The Company categorizes real estate assets as either held-for-investment or held-for-sale.

Real estate assets held-for-investment are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties. The Company evaluates the recoverability of the carrying value of its real estate assets held-for-investment using the methodology prescribed in ASC Topic 360, “Property, Plant and Equipment.” Factors considered by management in evaluating impairment of its existing real estate assets held-for-investment include a) significant declines in property operating profits or recurring annual operating losses; and b) other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC Topic 360, a real estate asset held-for-investment is not considered impaired if the undiscounted estimated future cash flows of the asset are greater than its carrying value.

The Company’s real estate held-for-investment includes the cost of the purchased property, including the building and related land, allocated capitalized title fees and relevant acquisition expenses, and improvements. The Company allocates the land value of each acquired property using a third-party valuation. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 29.5 years.

The Company has the policy to classify real estate assets as held-for-sale. An asset is classified as held for sale after the approval of management and after an active program to sell the asset has commenced. Upon the classification of a real estate asset as held-for-sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held-for-sale, no further depreciation expense is recorded.

Real estate assets held-for-sale are separately stated on the consolidated balance sheet. As of December 31, 2024 the Company had no real estate assets held-for-sale.

x. Cost Capitalization

A variety of costs are incurred to bring a property to its useful state; such as costs of acquisition, development, construction, interest carrying charges, real estate taxes, salaries and administrative costs. After determination is made to capitalize a cost, it is allocated to the specific component of

F-11

NV REIT, LLC

Notes to Consolidated Financial Statements

a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease, involves a degree of judgment. The Company’s capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate – General.” Capitalization of costs cease when the project is deemed “put to use”.

xi. Prepaid Expenses and Security Deposits

The Company paid certain expenses in advance for various operating expenses. These charges are expensed over the term of the contract based on the period the purchased services are rendered. The average length of each contract is one year or less.

xii. Organizational Costs

In accordance with FASB Accounting Standards Codification (ASC) 720-15, the Company expenses organizational costs when incurred.

xiii. Deferred Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, costs directly attributable to that offering are capitalized as deferred offering costs, then charged to additional paid-in capital upon the completion of an offering, or to expense if the offering is not completed. As of December 31, 2024 and 2023, the Company had capitalized deferred offering costs of $65,026 and $61,487, respectively.

xiv. Non-controlling interests

Non-controlling interests represent that portion of the UPREIT and its consolidated subsidiaries that are not owned by the Company. These interests are recognized in equity in the consolidated balance sheets, separately from members’ capital, and in net income attributable to non-controlling interests in the consolidated statements of operations. As of December 31, 2024, the non-controlling interest represents 38.63% ownership in the UPREIT.

xv. Revenue Recognition

The Company has adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606). The core principle of Topic 606 is that revenue shall be recognized when goods and services promised under a contract are transferred to the customer and for which the Company is reasonably entitled to compensation. Topic 606 provides for a comprehensive five-step approach for recognizing revenue: 1) Identify the contract with a customer; 2) identify the performance obligations in the contract; 3)determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied.

The Company recognizes rental income evenly on a monthly basis when earned. During the years ended December 31, 2024 and 2023, the Company recognized rental income of $683,320 and $644,493, respectively.

xvi. Unearned Income

The Company receives security deposits and prepaid rent from rental tenants at the start of each lease. The Company records the deposits as unearned income that will be recognized as revenue, or returned to the tenant, at the end of the lease-term.

F-12

NV REIT, LLC

Notes to Consolidated Financial Statements

xvii. Acquisition Fees

Acquisition fees, on potential real estate acquisitions, are expensed as incurred. For the years ended December 31, 2024 and 2023, the Company had acquisition fees of $117,100 and $100,000 respectively.

xviii. Income Taxes

The Company has elected to be taxed as a Real Estate Investment Trust under IRC Section 856. Its subsidiaries are limited liability companies whose taxable income or loss flows through to the Company. Pursuant to IRC Section 857, the Company is able to deduct dividends paid to shareholders against taxable REIT income. Since there is currently a loss, no provision for income tax has been recorded in the statements.

The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statement, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Management has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

The Company may, in the future, become subject to federal, state and local income taxation though it has not been since its inception. Also, the Company is not presently subject to any income tax audit in any taxing jurisdiction.

xix. Earnings/(Loss) per Membership Interest

Upon completion of an offering, the Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings per Share.” Earnings/(loss) per membership interest (“EPMI”) is computed by dividing net income/(loss) by the weighted average number of outstanding membership interests during the period.

3. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $2,262,164 as of December 31, 2024 and incurred net losses of $286,344 for the year ended December 31, 2024 and derived net income of $29,839 for the year ended December 31, 2023. As of December 31, 2024, the Company has $266,538 in cash and a working capital surplus of $127,410, an improvement over a working capital deficit of $345,032 as of December 31, 2023. These factors, among others, raise slight doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the

F-13

NV REIT, LLC

Notes to Consolidated Financial Statements

amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. Real Estate Assets, Net

The following is a summary of real estate assets, net:

Depreciation expense for the years ended December 31, 2024 and 2023 was $178,559 and $178,559 respectively.

5. Loans, Net of Unamortized Debt Discount

Williams loan

In May 2022, Williams refinanced its original acquisition loan of $2.8 million for a new loan of $2,850,000 at better terms; an initial interest rate of 3.81% to adjust after five years; a maturity date of May 15, 2032; and monthly payments beginning at $13,406 with annual adjustments This loan is secured by the real estate property of Venture on Williams.

Mountain View loan

On February 28, 2022, Venture at Mountain View LLC (“Mountain View”) obtained a loan from Washington Federal Bank in the principal amount of $2,450,000 for the refinancing of a property located at 9633 North 17th Avenue, Phoenix, Arizona. The loan is secured by the real estate property of Venture at Mountain View and matures on March 15, 2032.

The loan requires monthly principal and interest payments of $11,130.75 for the first 60 months, with interest accruing at a fixed rate of 3.53% per annum. Beginning in year six, the loan transitions to a variable interest rate structure based on the “365 Days Intermediate Term Fixed Rate Bullet” published by the Federal Home Loan Bank of Des Moines, plus a margin of 2.5%, rounded to the nearest 0.125%. The rate is subject to annual adjustments. A final balloon payment is due on maturity.

The loan includes a prepayment penalty of 1% if repaid within the first five years, and contains standard financial and operational covenants, including a required debt service coverage ratio in excess of 1.15x and ongoing reporting obligations. The borrower is currently in compliance with all covenants as of the reporting date.

F-14

NV REIT, LLC

Notes to Consolidated Financial Statements

The following is a summary of loans net of unamortized debt discount:

During the years ended December 31, 2024 and 2023, the Company incurred $191,097 and $196,568, respectively, in interest expense pertaining to the above loans.

During the years ended December 31, 2024 and 2023, the Company amortized $14,960 and $14,980, of debt discount, to interest expense. As of December 31, 2024, there was $119,479 in debt discount remaining.

The following is a summary of Williams loan future annual minimum payments per the loan as of December 31, 2024:

The following is a summary of Mountain View loan future annual minimum payments per the loan as of December 31, 2024:

F-15

NV REIT, LLC

Notes to Consolidated Financial Statements

6. Members’ Equity

The Company is managed by Neighborhood Ventures Inc., a Delaware corporation and managing member of the Company (“Neighborhood Venture” or the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, to execute any contracts or other instruments on behalf of the Company, and to perform any and all other acts or activities customary or incidental to the management of the Company’s business.

The limited liability company interests of the Company are denominated by 20,000,000 shares, consisting of 1,000,000 common shares and 19,000,000 investor shares. Of the investor shares, 750,000 have been designated as Class A investor shares. Class A investor shares do not have voting rights. The Manager owns all of the common shares. The Manager has not contributed any capital to the Company. Each investor member will contribute to the capital of the Company the amount specified in their respective investment agreement.

During the year ended December 31, 2024, the Company issued 14,870 Class A investor shares for net proceeds of $1,486,957 and redeemed 476 Class A investor share for $47,588.

Distributions of ordinary operating cash flow will be in the following order of priority:

●First, investors will receive all the operating cash flow until they have received a 6% cumulative, non-compounded annual return on their invested capital (“Preferred Return”) 

●Second, any remaining operating cash flow will be distributed 80% to the investors on a pro rata basis, and 20% to the owner of the common shares. 

Distributions of the net proceeds from capital transactions will be made in the following order or priority:

●First, investors will receive all the net proceeds until they have received their entire Preferred Return. 

●Second, investors will receive any remaining net proceeds to return an allocable portion of the capital they invested. 

●Third, any remaining net proceeds will be distributed 80% to the investors on a pro rata basis, and 20% to the owner of the common shares. 

During the year ended December 31, 2024 and 2023, the Company made preferred distributions totaling $164,244 and $87,900, respectively.

The Manager has the authority to divide the investor shares into one or more classes by adopting one or more authorizing resolutions. The Manager may establish, with respect to each class of investor shares, its voting powers, conversion rights or obligations, redemption rights or obligations, preferences as to distributions, and other matters. The Manager may, at any time, cause the Company to purchase all of any portion of the investor shares owned by a member the Manager determines that all or any portion of the assets of the Company would, in the absence of such purchase, more likely than not be treated as “plan assets .” Furthermore, the Manager may, at any time, cause the Company to purchase all or any portion of the investor shares owned by a member if the Manager determines that such purchase would be beneficial in allowing the Company to retain its status as a REIT. The Manager may cause the Company to purchase investor shares for other bona fide business reasons.

F-16

NV REIT, LLC

Notes to Consolidated Financial Statements

to such Class A investor share had the net asset value been distributed in compete liquidation of the Company, less the following discount:

The Manager may, in its sole discretion, make and pay distributions to members, subject to the terms of any authorizing resolutions on preferred shares. There is no guaranty that the Company will be able to make any distributions, even to return capital to investors. In determining the amount and timing of distributions, the Manager may take into account the following items of income and expense, including net rental income from properties owned by the Company, net proceeds from the sale or refinancing of property, debt service on indebtedness of the Company, capital expenditures of the Company, fees paid to the Manager and its affiliates, fees paid to third parties and all of the operating expenses of the Company.

The Manager may, but shall not be required to, lend money to the Company in the Manager’s sole discretion.

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

7. Related Party Transactions

The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, to execute any contracts or other instruments on behalf of the Company, and to perform any and all other acts or activities customary or incidental to the management of the Company’s business. The Company and the Manager intend to enter into a management services agreement setting forth some of the duties and responsibilities of the Manager. However, that agreement shall not limit the powers of the Manager.

The Company may retain the Manager whereby the Manager will receive fees and expense reimbursements for services relating to the Company’s offering, investment management, and management of properties.

The Manager will be entitled to an annual asset management fee equal to 2% of the aggregate capital accounts of the members.

Where the Company owns property directly or is the sole owner of an entity that owns property, the Manager will receive an acquisition fee equal to 2% of the total purchase price of each property.

Where the Company owns property directly or is the sole owner of an entity that owns property, the Manager will receive a disposition fee equal to 0.5% of the total sale price of each property.

The Manager is entitled to receive 20% of all distributions after investors have received a 6% annual,

F-17

NV REIT, LLC

Notes to Consolidated Financial Statements

non-compounded return on their invested capital and, in the case of distributions from capital transactions, a return of their capital.

Costs and expenses incurred by the Manager on behalf of the Company or its subsidiaries shall be reimbursed in cash monthly to the Manager within five business days of receipt by the Company from the Manager of a statement of such costs and expenses. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.

The Company also expects the following transactions with related parties:

•The Company expects to pay ABI Multifamily a 3-5% commission on the gross sales price of each real estate transaction. John Kobierowski, a related party to the Company, is the co-founder and Senior Managing Partner of ABI Multifamily. 

•The Company expects to pay Effortless VR LLC a 20-30% commission on any short-term rental income. The Manager is a significant shareholder of Effortless VR LLC. 

•On November 29, 2023, Venture on Williams entered into a property management agreement with Venture Residences LLC, a related party, and replaced Sundial Real Estate (a third-party PM servicer) 

During the year ended December 31, 2024 and 2023, the Company incurred asset management fees totaling $80,589 and $41,937, which were paid to a related party.

During the year ended December 31, 2024 and 2023, the Company incurred acquisition and/or disposition fees totaling $117,100 and $100,000, respectively and property management fees of $51,782 and $4,157, respectively, which were paid to a related party.

As of December 31, 2024 and 2023, amounts owed to Neighborhood Ventures, LLC $7,300 and $252,524, respectively. and Neighborhood Ventures, Inc. $38,775 and $55,526, respectively. The nature of these amounts include management fees, expenses paid on the Company’s behalf and advances from related parties. The amounts are unsecured, due on demand, and non-interest bearing.

Refer to Note 2 for the discussion of the Project Entities.

8. Recent Accounting Standards Updates

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

Adopted Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14,Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while

F-18

NV REIT, LLC

Notes to Consolidated Financial Statements

providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented, or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. The Company adopted this new standard effective at its inception date.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted the ASU upon inception, and it did not have any effect on the consolidated financial statements.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements and will adopt new accounting pronouncements as they are issued and are applicable under the circumstances.

The Company and each Series may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

F-19

NV REIT, LLC

Notes to Consolidated Financial Statements

10. Subsequent Events

FASB ASC 855 is effective for periods ending after June 15, 2009 and establishes general standards of accounting for and disclosure of subsequent events that occur after the balance sheet date. As of June 10, 2025, management has the following subsequent events to report:

On January 31, 2025 the UPREIT acquired member interests in a 17-unit property in Flagstaff Arizona, Venture on Elden LLC (“Elden”), by exchanging 23,935 Class A UPREIT shares (valued at $100 per share) for members’ interests in Elden. NV REIT LLC acquired 896 of the exchanged shares from Elden inventors who chose not to participate in the UPREIT.

Since December 31,2024, NV REIT LLC has raised $491,900 for 4,919 NV REIT LLC Class A Investor Shares and redeemed $65,600 for 656 NV REIT LLC Class A Investors shares as of June 10, 2025.

Since December 31,2024, the UPREIT redeemed $112,000 for 1,120 UPREIT Class A shares as of June 10, 2025.

F-20

71

FORM 1-A

Post Qualification Amendment No. 1

Regulation A Offering Statement

Part III – Exhibits

NV REIT LLC

c/o Neighborhood Management LLC

5227 N. 7th Street

Phoenix, AZ  85014

602-714-1555

https://neighborhood.ventures

June 10, 2025

The following Exhibits are filed as part of this Offering Statement:

*Previously Filed

72

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on June 10, 2025.

NV REIT LLC

By:  Neighborhood Management LLC, as Manager 

By/s/ Jamison Manwaring__________________ 

Jamison Manwaring, Chief Executive Officer  

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ John Kobierowski_____

John Kobierowski

President of Real Estate and Co-Founder of Neighborhood Management LLC

June 10, 2025

/s/ Jamison Manwaring___

Jamison Manwaring

Co-Founder and Chief Executive Officer of Neighborhood Management LLC

June 10, 2025

73