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Latest DRAFT-10-02-2014Reg. D 506(c) Private Placement Memorandum

(This new regulation definition announcement by the SEC, allows general solicitation (advertising), while

disallowing any and all participation, by non-accredited investors.)

Hatfield Development Company, Inc.Maximum Private Offering of

7,000,000 Shares of Participating Convertible Callable Preferred Stock

PCCP to Acquire an Initial Phase I,

Hatfield Development Phase I REIT-I Capital of $175,000,000.00

DRAFT PROSPECTUSJanuary 1, 2014 COPYRIGHT © 2013-2014

The Company has not authorized any outside dealer, salesperson or other individual to give any information or to make any representations that are not contained in the appropriate prospectus. If any such information or statements are given or made, you should not rely upon such information or representation. This prospectus does not constitute an offer to sell any securities other than those to which this prospectus relates, or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. This prospectus speaks as of the date set forth below. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.

The Company PCCP Shares are not FDIC or bank insured and may lose value. See “Risk Factors” on page 7 to read about risks you should consider before buying Shares of our Hybrid PCCP Stock.

This Space Intentionally Left Blank

TABLE OF CONTENTS

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Introduction to the Prospectus Memorandum……………………………….………………… 4Prospectus Summary .……………………………………………………………………………………… 9The Three Phases and Their Estimated Capitalization Needs ……………………….. 12Taxes vs. Lower Taxes………………………………………………………………………………………. 13The DARSTM Report on Preferred Dividend Stocks ……………………………….………. 15The Company………………………………………………………………………………….……………… 17Draft Private Placement Memorandum ………………………………………………………… 19Net Capital Gain to The Company ……………………………………………………………… 20Suitability Standards ……………………………………………………………………………………… 21The Three Phases and Their Estimated Capitalization Needs ………..………….…23Risk Factors ……………………………………………………………………………………………………… 23Important Special Benefits Notification for all Phase I REIT-I Investors ……… 25Management’s Perspective with Commitment to The Investor’s Profitability… 29The Action Steps to Accomplish High Profitability for Investors …………………… 31Past Security Operations of the Hatfield’s ……………………………………………………… 34Capital Use Statement / REIT I Phase I Reg. D 506(c) Private Offering ……… 37Capital Use Statement / REIT I Phase II Reg. D 506(c) Private Offering …… 43Capital Use Statement / REIT I Phase III PPOC Shares ……………………………… 52Stock Ownership ……………………………………………………………………………………………… 59Special Benefits for Hybrid PCCP Stockholders of Phase I ……………………………. 60Management Team …………………………………………………………….……………………………. 63New Management Team & Opportunities for The Company …………………………. 68 Plan View of Our World Class Five Star Aero Resort ………………………………………… 69Conflicts of Interest …………………………………………………………………………………………… 72Management’s In-House Feasibility Study ……………………………………………………….. 73New Life Style and New High Tech Family and Business Realities …………………… 77The New Aviation Business Revolution—Shining New Light ……………………………. 79The Luxury High-End Log Home in the General Aviation Revolution ……………… 80Understanding REIT Formation and Operations ………………………………………………. 89The Basics of REITS …………………………………………………………………………………………… 94Traded and Private REIT’s ………………………………………………………………………………… 100Very Light Jets Take General Aviation World by Storm …………………..……………… 102Relationship Between The Company, The Company REIT-I & RIA ……………… 113Appendix A:

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A-1 Zester & Marilyn Hatfield Estate Commitment ………………………………………… 116Commitment to Investors …………………………………………….…………………………….……. 117Five Year Proforma Accounting .……………………………………………………………….………. 118Income Stream …………………………………………………..……………………………………………… 119SEC Final Rule on Reg. D 506c …………………………………………………………………………. 120Purchase Instructions ……………………………………………………………………………………….. 123


Introduction to Reg. D 506(c) Accredited Investors

Dear Accredited Investor,

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We are Hatfield Development Company, Inc., a Planned Community Development Company specializing in designing and building state of the art, World Class, High End, Planned Aero Resort Estate Communities for VLJs, Turbo Props and Executive Jet Airplanes, their owners and families. We are currently engaged in the development of an 8,000 plus acre Planned Aero Resort Estate Community of this category which is especially designed for the VLJs, Turbo Props and Pure Jets up to and including the Boeing 737-800. The building theme for this project is centered on wide lighted streets, most of which double as wide easy to use taxiways, classic log homes of between 5,000 - 10,000 square feet and lots that range from a minimum of three acres to a maximum of ten acres or more. Two 18 hole golf courses, a 700 plus acre lake, a mountain diner and tour train. A world class Mausoleum, with a large terraced landscaped in-ground cemetery will be constructed. A 100’ high Carillon Tower is nearby. A world class botanical garden at the south end of a four mile River Walk 50’ wide lined with rock and marble borders on top is planned. Along the way to the botanical gardens there will be small rest areas that showcase a sample of what the resident or guest will experience when they walk all the way to the gardens. One of the rest stops features a working replica of a sixty foot water wheel turning a colonial day threshing machine. There will be many commercial areas and a 100 acre education center All of this will be nestled in a beautiful pine forested mountain area.

Another special feature of this world class high end Planned Aero Resort is the late 1800s steam locomotives that pull two kinds of trains for the pleasure of the residents, their guests and the visiting public. These trains form the major basis for the local commercial areas. One of the two trains is a tour train with dome viewing and the other train is especially equipped for a four star dinner experience while riding the seven and half miles of rail through the hills and forests that are located both in the main property and extend out of the property for an additional twenty five miles creating a real mountain adventure. A breath taking canyon overlook is located at the turn around area and will be equipped with a visitor center and photo opportunity deck.

Currently, much of the infrastructure has already been completed: the base road lay out, underground telephone lines to most of the lots, and a considerable amount of the water system. (See: Plan View & Legend, of the Current Project, page 23)There are two runways planned in this development. One is currently a 5,000 feet long runway. It will be expanded to 6,500 feet long by 85 feet wide with one taxiway 75 feet wide. The other is 8,500 feet long and 150 feet wide with two taxi ways of 85 feet each, for larger executive jets. There will be a 700 acre plus lake that is designed within the property. It will be 250 feet deep and is spring fed. There are two 18-hole golf courses planned. One of the courses is currently active with nine holes in play. There are many ponds, small lakes and beautiful parks that are planned. There will be two club houses, and one country club with hotel accommodations planned.

In addition to several small business areas there are three commercial centers planned, one by the main air terminal, one on Main Street and one near the damn for the lake. The mountain diner train and tour train with station and parking area are planned as a major attraction within this world class Aero Resort, golf and aquatic center.

Two churches are planned. A one hundred acre campus for education will be available to all the residents. All levels of education, preschool through university will be available. The university will be a Reformed Christian Education Center.

The first draft plans for this development are featured below to assist you in recognizing both the quality and the expanse of this new high end concept for the latest life style, using private aircraft. As mentioned above, the whole area of this development is nestled within a very

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beautiful pine forested secluded mountain area. In addition to the many recreational and commercial facilities within the planned Aero Resort Estate Community project, the location is also central to many of our country's additional major recreational, economic and rural residential centers. All within one to two hours flight for VLJ and less time in most executive jet aircraft. As the primary owner/CEO and Chairman of The Company, Zester Hatfield is the key consultant designing the planned Aero Resort Estate Community. However, our CEO does not pretend to know every last detail of each element of this first of a kind Planned Aero Resort Estate Community. Therefore he serves us best not only as a visionary but also as the key promoter, for the networking relationships with all of the VLJ Management and Marketing teams, Log Home Manufactures, Pro-Golf Associations, Hotel Management teams, Tour and Dinner Train Management teams, Hangar, Flight School managers, Marine, Equerrian, Airport developers and all other key relationships currently in development. The professional consulting of all of these distinctly disciplined leaders of major companies will assure that this first in its class Aero Resort Estate Community has the greatest creativity and management efficiencies possible.

Confidential Statement NOTICE:This communication and the information attached to or included within this Private Placement Memorandum is for the use of the named individual to which it has been given and DOES contain information that is privileged AND confidential. It is NOT to be transmitted to or received by anyone other than the named addressee. It is NOT to be copied or electronically forwarded to any unauthorized persons. If you have received this Private Placement Memorandum by mistake through any means possible, please notify the sponsoring company by email or phone: Hatfield Development Company, Inc. Phone: 405-659-5144 Company Email: [email protected] (Please direct any questions that you might have to Zester Hatfield. He will answer the question or direct it to the mostappropriate person for your complete satisfaction.)

Personal Email for Zester: [email protected] Personal Cell Phone: 405-659-5144


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Plan View of 8,000 Acre Plus Five Star Aero ResortLegend of Important Elevations and Features for Draft Plan

LegendImportant building sites for special activities such as shopping

malls, train station, country clubs, hangars and other such areas are numbered in the following list.

Main real estate office ..……………………………………….….…….1 Post Office and Maintenance Buildings…….………….….....…2 River Walk Condos...................................................3 Trash Disposal Area……………………………………………...….…...4 Marine Boat Slips………………………………………………………......5 Marine Outfitting and Shopping Area ….……………………....6 Cemetery, Mausoleum and Carillon Area……………….…..…7 Main Country Club and Hotel …………………………………….....8 Main Shopping Mall and Strip Shopping area ………….…..9 Train Station……………………………………………………………….…10

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Main Air Terminal………………………………………………………....11 Executive Aircraft Parking …………………………………………...12 T-Hangar Area …………………….…………………………………….. 13 Aircraft Maintenance Hangar ………………………………………14 FBO and Pilot Training and Multipurpose Hangar ……..15 Large Community Chapel and Youth Center……………..16 Fishing Ponds………………………………………………………….……17 Indoor Pool and Aquatic Center…………………………….……18 Skate Board Park…………………………………………………………19 Community Tennis Courts…………………………………….…….20 a.) Commercial Area Rendering Next to Courts …….20 Golf Club Pro-Shop and 19th Hole Bar/Restaurant.…..21 Water Wheel & Antique Mill…………………………………….….22 Train Yard and Repair Center………………………………….….23 Waterfall Pond and Park……………………………………………..23 River-walk Water Basin and Fountain………………………..24 High Sierra Train Trestle and Park……………………………..25

Elevations and Features:

1. The Large 700 Acre+ Lake has surface elevation of 7,000 ft. MSL (Mean Sea Level)a.) The Road at the south end of lake crossing in front of the dam is 6,750 ft. MSL b.) The lake is fed by a centuries old spring at approximately 8,000 ft. MSL.

c.) The Road entering project at the north end is at 7,000 ft. MSL 2. Runways: The Shorter Runway is 6,500 ft. long and the Longer Runway is 8,450 ft.

a.) The Short runway is at 6,900 ft. MSL at the north end and 6,800 ft. MSL at the 5,000 ft. mark going south. From there is a slight climb and the elevation increases to 7,000 ft. MSL at the south end. b.) The Longer runway is at 7,025 ft. MSL at the north end and 7,025 ft. MSL at the south end of the runway, with no variations.3. The Railroad right-of-way in orange is 95 ft. wide allowing for two standard tracks of 56.5" wide and is at 7,100 ft. MSL on the north end and proceeds south after the Y intersection at 7,065 ft. MSL allowing for ample clearance for aircraft taxing to the runways.4. The eighteen hole golf course to the west of the longer runway is at varying elevations ranging from 7,050 ft. MSL on the east side to 6,800 ft. MSL on the south and west sides, with a large rolling set of hills up to 7,250 ft. MSL in the middle.5. Northwest of the 700 acre+ lake is a large open area reserved for an addition eighteen hole golf course.6. The dark blue areas on the plan are lakes.7. The light blue areas are ponds or river.8. The golf course area has eight large ponds and numerous high pressure fountains with landscaping and colored lights.9. The dark green areas are acreages for building sites, the size of each is yet to be determined.19. The light green areas are parks or golf fairways.

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20. The Lot sizes are of three basic sizes. All lots that are located on standard width roads will be a minimum of three acres each.21. Lot sizes located on roads designed for aircraft taxing are a minimum of five acres each.22. There are two roads that will be four lanes wide with divider islands in the middle. These two roads can be distinguished by their location along the larger runway and along the road to the damn in the south end of the project.

Prospectus Summary

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This is only a short summary of the prospectus and any individual considering an investment in these Shares is advised to read the entire prospectus before deciding to make such an investment.Hatfield Development Company, Inc., hereinafter referred to as The Company, is soliciting investors in this Phase I Private Placement Memorandum, who have a personal interest to be an Accredited Investor of this company, in both the role of an investor, in this Hybrid PCCP Convertible Stock Private Offering and also, in the role as a team member, of The Company. As a team member of The Company the investor is stating that they are willing to serve in some capacity to assist The Company to realize its stated goals and objectives for their express benefit and profitability, as set forth in this prospectus; i.e. with special talents, referrals and or, as Directors, or Advisory Board Members. The Company structure is designed and focused for expanding the Management Team and capital base, designed specifically to sponsor the establishment, management and securities sales for three new REITs called, Phase I, Phase II, and Phase III. I. Expanded Leadership:

With the establishment of an expanded leadership team for The Company and the subsequent sponsorship of the three Phases/Rounds of fund raising for, Hatfield Development REIT-I, with the TRS-Taxable Subsidiaries, which includes the Construction Company, the opportunities for conflicts of interest are many. Despite the appearance of “conflict of interest,” the sole purpose of this interrelated connectivity between business entities is for the purpose of both the efficiency of operations and the profitability to the Investors and to The Company, as explained in detail below.

Each investor in this Phase I Private Offering of Hybrid PCCP Stock has a unique opportunity to serve at some level of the new management team. Once this team is in place and the three Phases of funding are in process, beginning with Phase I REIT-I will have many cross-over positions of management. These conflicts will be fully disclosed in the Private Placement Memorandum that is developed for the major Private Offering of all three rounds of funding.

Investors in this Phase I REIT-I Private Offering and all subsequent Private Offerings need to be made aware of all of these over lapping leadership positions. Any attempt to disguise such over laps is a criminal offense.

Phase-I, Hatfield Development REIT-I, Phase-II, Hatfield Development REIT-I and also Hatfield Development Phase III REIT-I are essentially structured as separate individual rounds of funding. In order to minimize confusion the three phases hereinafter will be referred to as Phase I, Phase II and Phase III. In order to capitalize the sponsoring process of Phase II, Phase I of the three phased approach will focus on the expansion of:

a) Strengthening The Company’s leadership team.b) Developing the appropriate marketing team, marketing structure and marketing tools.c) Purchasing quality tools for managing and promoting the marketing team and the

marketing process.

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d) Accomplishing important property infrastructure research such as available ground water, its development and management.

e) Gaining the necessary foot print in the development location through the acquisition of key real estate properties.

f) Extending and repaving the current runway from 5,000ft/ to 6,000ft. g) Funding the Phase I Hatfield Development REIT I of the three phase approach for

$125,000,000.00(The Company REIT-I) Stock status:(Phase-I), and (Phase-II) will not file with the SEC but rather will file under Reg. D 506c Rules. However they will be structured as REITs and will follow the rules relative to qualifying for the REIT corporate tax treatment, meaning they will not pay corporate income tax.

Whereas, (Phase-III) will file with the SEC as an IPPO, (Initial Private Public Offering). This means the Shares will not be traded over the counter. All three REITs will make quarterly reports paying quarterly dividends on all net income. The status of the REIT Private Offering will be as a Private Offering and not a Public Offering. The future sales of Stock must comply with the rules governing the sale of restricted private Stock. There is no public market for this Stock nor is it intended that there ever will be, other than those provided for by the REIT Rules for purchasing Shares internally from the investors. See (Understanding REIT Formation and Operations) p.91. There is an exception:However, all of The REITs will invest reserve funds in an interest bearing escrow account from which The REIT will redeem the shareholders Shares, who have medical emergencies or other financial problems, out of their control. These requests can only be made once a quarter to give The Company time to replace the funds through sale to other investors.

Estimated Special Use of Some of Common Stock Share Sales from Phase II:$5,000,000 of the proceeds from the sale of The Company Common Stock Shares in Phase II will be invested in the Sponsorship of Phase-III. The expenditures for covering the cost of the legal, accounting, due diligence, and SEC registered broker dealer securities sales preparation and execution, mentioned above, will not take place until after the Stock Options have been activated for the Preferred Stock Holders of Phase I. These start-up expenditures will be made from the general operating account of the entity to be formed (The Company REIT-I) and not from the general operating account of the sponsoring entity, The Company.

The REIT Presents Leveraged gains for the Property Management Company:

The exceptional value of this shared ownership in The Company is even more dramaticwhen you consider that upon the successful completion of the three phase capital acquisition plan, Phase-I, Phase-II and Phase-III, there will be succeeding IPPOs; (Initial Private Public Offerings). In addition there will be real estate assets acquired, which will be managed by Hatfield Development Company, Inc. both nationally and internationally. Hatfield Development Company, Inc. is the Primary Corporation, which holds the management contract for all of the Hatfield Development Company REITS for as long as the Board of Directors of The Company believes in the positive financial future of such state of the art Aero Resort development and

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management activities. This translates into a larger investment base from which each investor in Phase I and II participate through annual profit sharing and many other business services provided by Hatfield Management Company, Inc. Any person who is giving serious thought to joining this team of business entrepreneurs must consider that in the case of all of the additional REIT Private Offerings that are proposed to occur, the original investors in the common and preferred Shares of The Company will participate in the pro rata quarterly distributions of the service profits acquired by these actions, with no further personal investment required, as The Company will be the Sponsor/Manager of the complete Hatfield Development REIT series. Remember, Phase I and Phase II accredited investors are shareholders in The Company’s fixed income, high-yield securities and participate in 20% of the annual Management Fee paid to Hatfield Development Company, Inc. distributed pro-rata among all of the Phase I and Phase II investors quarterly. This is stated in the investors purchase contract. Every person associated with Phase-I and Phase II are considered by Management to be persons of special interest, as co-founders of Hatfield Development Company, Inc. As such, every individual or entity that holds shares in Phase-I and Phase-II will participate at some percentage level, in all of the future income streams of the Hatfield Management Company, Inc., which is the wholly owned subsidiary of Hatfield Development Company, Inc. Basic REIT Facts for the Investors in The Company:

Any investor in The Company through this Private Offering and real estate property management business structure should acquaint themselves with the current economic and historical facts surrounding and supporting the current modern REIT. It is especially noteworthy that the modern REIT is now the preferred method for raising and managing the capital required to own and control large high-end property assets. In addition, it is equally noteworthy that the Private REIT now exceeds, by a considerable margin, the Publicly Traded REIT, for efficiency and popularity. The Public REIT has administrative costs 30% higher than a private REIT. This latter fact is primarily due to the high maintenance cost associated with the regulatory requirements necessary to qualify and operate as a Publicly Traded REIT. Thus, the fact that to qualify, as a REIT 95%, of all net profits must be distributed to the investors. The cost savings are passed on to the shareholders through larger quarterly dividend payments required of any REIT.

For more details on the modern REIT; See’ p. 91.


The Three Capital Raising Phases and Their Estimated Capitalization Needs

Phase I: (The Company Leadership Team and the above items)….$ 175,000,000.00

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Note: (It is expected that some of capital investment for Phase II will come from the Zester & Marilyn Hatfield Estate)

Phase II: (Development of Key Real-estate & REIT Sponsorship)….$ 350,000,000.00Phase III: …………………………………………………………...…………………………….$ 2,000,000,000.00

Risk Factors:All those who would invest in this proposal through the appropriate documents must be able to suffer the entire loss of their investment without undue strain on their personal financial position.No public market currently exists for our Shares of common or preferred Stock, although The Company may exercise such a privilege at any time that it is deemed beneficial for the investor group under the new provision of Title II the JOBS Act of April 5, 2012. Thus, The Company may use the Reg. D 506(c) Exemption and offer a limited amount of their Hybrid PCCP Shares on the Over-the-Counter Bulletin Board (OTCBB.) The OTCBB is a limited trading platform that requires The Company to become an SEC reporting company. That requires The Company to produce audited financial statements that require outside Auditors and competent in-house accountants. The Company has both the experience in doing audits for securities work and the in-house accounting capability to work effectively with outside Auditors.

Beginning in December 2011, H-”S”-Corp has supervised three state audits for a third party company, working with outside auditors, and received high review marks. The Company will review the need and economic advisability to exercise this exemption (Reg. D 506(c) at some time for future immediate capital needs or to accommodate the Investors in Phase I. Also, if an investor is able to personally sell their Shares in the Phase I Private Offering, they would most likely have to sell them at a substantial discount from their public Private Offering price, or in the event that the investor waits until the Phase II Private Placement Memorandum is in effect, they could then request permission to offer their Shares for sale in that capital raising round.The Company is dependent upon the Chairman and CEO, Zester Hatfield, and the entire Management Team and all Advisory Boards to provide the leadership for all operations of this Private Offering Adverse changes in their financial or physical health could cause their operations to suffer. (See Insurance under Administration in the Phase I Capital Use Statement below.)


Taxes vs. Lower TaxesAn In-depth Look at Hybrid PCCP Stocks

“Preferred Stock is a form of corporate hybrid financing having characteristics of both debt and common Stock. The financial markets view it as a form of debt, but

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accountants typically place it on the balance sheet as an equity account. Preferred Stock units are called Shares, with a par value per share and usually no maturity.

“Whereas, preferred Stock has a maturity, usually 20 years, it also has a call feature. The Shares may have a dividend (fixed) rate or dividend per share specified on a per annum basis but paid prorated quarterly. As preferred Stock with a constant dividend per share, with no maturity is a (perpetuity) the valuation of it is based on the following formula:

a) “where P = the price per share,

b) D = the annual dividend,

c) I = the interest rate in decimal form.“

“When the dividend rate is different from current market rates and the preferred Stock price per share deviates from its par value the dividend can change relative to current market interest rates. If so, the preferred Stock is called an adjustable rate or variable rate preferred Stock. The mechanism detailing the calculation and frequency of adjustment of the dividend rate would be stated in the indenture (contract).

“As adjustable rate preferred Stock continuously provides a return comparable to prevailing market conditions, the “valuation of it is approximately par value. An advantage to the corporation issuing preferred Stock is that the dividend is not an obligation as are debt interest payments.

“If preferred Stock dividends are not paid, the consequence to the firm is not insolvency and bankruptcy. When the firm's preferred Stock dividend is not paid, it accumulates (cumulative clause) as dividends in arrears. No common Stock dividend can be paid until the arrearage has been made up. Most preferred Stocks issues provide for voting rights enabling the preferred Stockholders as a class to elect at least one director on the board if the preferred Stock dividend has been foregone for six consecutive quarters or more. Otherwise, preferred Stock has no voting rights.

“Approximately one-half of the preferred Stock in the United States has a convertible put option. This gives convertible preferred Stockholders the right to exchange their preferred Stock to The Company in return for its common Stock within a conversion period of several years. When the preferred Stock is convertible, a call feature is usually included giving the firm the right to buy back the convertible preferred Stock for cash.

“The tax implications of owning and selling preferred Stock have largely determined the lack of interest in preferred Stock in the United States. For the issuing corporation the preferred Stock dividend payments are not tax deductible. Thus, the after-tax cost is the same as the before-tax cost. This tax-code ruling makes preferred Stock an expensive form of financing, especially when it is viewed as a form of debt that allows interest expense to be used as a tax deduction.

“In the United States, the negative tax ruling on preferred Stock dividends is mitigated by 70 percent dividend income exclusion on the tax returns of corporations. That is, if a

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corporation owns preferred Stock, it can exclude 70 percent of dividend income and pay income taxes on only 30 percent of dividend income.

“This feature of the tax code has caused a clientele effect, whereby the vast majority of preferred Stock is owned by corporations as opposed to individuals. On average, preferred Stock is only about 4 percent of the total source of funds for U.S. firms and is concentrated in the banking and public utility industries. Nevertheless, the popularity of any instrument can fluctuate with changing market conditions, tax code, and specific features included in the preferred Stock indenture.” [ Raymond A. K. Cox ]

Read more: http://www.referenceforbusiness.com/encyclopedia/Per-Pro/Preferred-Stock.html#ixzz2YapnT023

The Company Comments:

The above insight and in-depth description of the Hybrid PCCP Stock will give all of The Company’s accredited investors more confidence in both the class of Stock and the integrity of The Company.

The “Convertible” feature of this Stock has a Put feature that allows the investor to elect to convert to Common Stock, during the period of five (5) years, in this case, of this Stock Offering by The Company.

The “Convertible” feature also allows The Company to exercise the Call feature to buy back the Stock for cash.

The center piece for the real estate development objectives of Phase I, Phase II, and Phase III will be focused around high-end Aero Resort Estate Communities complete with Commercial Centers, Lakes, Golf Courses, Country Clubs, Tour Trains, Diner Trains, Fishing, Horses and many other recreational opportunities, located in exclusive natural settings of unusual beauty and serenity. For more details and insight to the market opportunities for this focus, See pages 82-118.


The DARSTM Report on Preferred Dividend Stocks

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”Preferred dividend Stocks, or preferred Shares, are special equity securities that are considered "hybrid" instruments. Although they trade on equities exchanges, preferred more closely resemble debt instruments like bonds.Preferred Stocks normally carry no shareholder voting rights, but usually pay a fixed dividend. Since preferred Shares are actually a type of debt instrument, we do not rate them with our DARS™ system.”The DARSTM

StockSymbol

CompanyName

DARS™Rating [?]

DividendYield**

CurrentPrice*

AnnualizedDividend

52-WeekHigh

52-WeekLow

AA- Alcoa, Inc. $3.75 pfd Login/Signup for Ratings 4.29% 87.43 3.75 99.44 81.07

ABR-A Arbor Realty Trust Pref A Login/Signup for Ratings 10.91% 25.20 2.75 26.89 24.16

ABW-BAssociated Banc-Corp (WI) Depositary Shs Repstg 1/40th Int Shs Perpetual Pfd

Login/Signup for Ratings 7.08% 28.23 2.00 29.75 27.25

ADK-AAdcare Health Systems Inc 10.875% Series A Cumulative Redeemable Preferred Stock, no par value per share


ADM-A Archer Daniels Midland Co. Corporate Unit


AES-C AES Trust III 6.75% tr pfd secs Login/Signup for Ratings 6.67% 50.63 3.38 51.92 48.84

AF-CAstoria Financial Corporation Depositary Shs Repstg 1/40th Int Perp Pfd Ser C 6.5%


AGNCP American Capital Agency Preferred Series A


AHL-Aspen Insurance Holdings Ltd 5.625% Perp Pfd Income Equity Replacement Securiti


AHL-A Aspen Insurance Holdings Ltd 7.401% PERP Pfd Shs


AHL-B Aspen Insurance Holdings Limited Perp Pref Shs


AHT-A Ashford Hospitality Trust Inc 8.55% Cum Pfd Ser A


AHT-D Ashford Hospitality Trust Inc 8.45% Cum Pfd Ser D


AHT-EAshford Hospitality Trust Inc 9.00% Series E Cumulative Preferred Stock


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AIV-TApartment Investment & Management Co. 8% Cl T Cum Pfd


AIV-UApartment Investment & Management Co. 7.75% Pfd Cum Cl U


AIV-VApartment Investment & Management Co. 8% Cl V Cum Pfd Stk


AIV-YApartment Investment & Management Co. 7.875% Pfd Ser CL Y


AIV-ZApartment Investment and Management Company Class Z Cumulative Preferred Stock


The Company Comments:

Management is pleased to share the DARSTM report, with all prospective investors, in the Hybrid PCCP Stock. It is easy to see that the preferred Stocks listed above, in the DARSTM report, are all selling at comparatively higher prices than that which The Company is charging while their annualized return is much smaller than the fixed asset return of The Company’s PCCP Stock. It is also obvious that there is no added profit sharing benefit to owning the above listed preferred Stocks, as there is in The Company’s Preferred Stock. This includes the profit sharing features and the 10% of Management’s Annual Fee distributed pro-rata quarterly that is listed above in this Private Placement Memorandum.


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The CompanyHatfield Development Company, Inc. is a Nevada C-Corporation doing business in New Mexico whose legal address is ________,NV and is the wholly owned Taxable Subsidiary of Hatfield & Company, Inc. which has filed since 2001 as an S-Corp. The corporate legal address on file with the state of Texas for the S-Corp is 8900 Viscount, Suite 725, El Paso, Texas 79925 and the current day to day operations office for both entities is located at the location of the Project . The address of the project will be given to all investors for personal visits. Please contact THE COMPANY at 405-659-5144 / Email: [email protected].

Hereinafter, the two Companies will be Referred to as(The Company) & (H-”S”-Corp)

H-”S”-Corp is an accounting and business consulting company specializing in small businesses with less than 100 employees. H-”S”-Corp has 18 client companies in El Paso, Texas, 1 client company in Houston, 1 client company in Pennsylvania, 2 client companies in Las Cruces, New Mexico, 2 client companies in Tempe, AZ and 1 client company in Timberon, NM, for a current total of 25 client companies. The chief in-house tax expert for both entities is Marilyn Hatfield, an enrolled agent with the IRS. In addition to her supervisory duties in finance for both the H-”S”-Corp & The Company entities, she also specializes in Tax Remediation cases for small and medium size businesses.

The Company is now declaring in a Private Offering to sell 7,000,000 Shares of Hybrid PCCP Stock presented in this Private Placement Offering for $25.00 per share. Each unit has 1,000 shares and half units may also be sold.

This is The Company generated Introduction to the Private Placement Memorandum being presented by The Company to a limited audience of Accredited Investors only, under the Exemption Rules of Reg. D 506(c). This exemption allows the founders, management and all officers of The Company to promote the sale of Stock within the designated community of Accredited Investors. The Company may also use media outlets such as Direct Mail and Email. The new SEC ruling on this Reg. D 506(c) requires that The Company file a Form D with the SEC 15 days prior to any marketing effort and to also file a report within 30 days of closing the last sale.

The Final SEC Rules for Verifying Accredited Investors:Non-Exclusive List of Methods to Verify Accredited Status of Natural PersonsThe final Rule 506(c) adds a non-exclusive list of methods for verifying the accredited investor status of natural persons:

· Income: Review IRS forms that report income (e.g., W-2, Schedule K-1, Form 1040) for the two (2) most recent years, and obtain a written representation that the person has a reasonable expectation of reaching the same income level in the current year.

· Net worth: Review documentation, dated within the prior three (3) months, showing assets (e.g., bank statements, brokerage statements, appraisal reports) and liabilities (e.g., a credit report), as well as a written representation from the person that all liabilities necessary to make the net worth determination have been disclosed. (See Exhibit A5 Page 121-123 Complete Final Rule Reg. D 506c)

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This short Company generated introduction is not intended to represent the entire complexities or the entire risk factors of this Private Offering. And any individual considering an investment in these Shares is advised to read the entire prospectus before deciding to make such investment.The purpose of The Company for designing this Introduction is to assure that all of those prospective Accredited Investors, to whom this Private Offering is presented, will have a much smoother and straightforward overview, of what they are about to read, in the step by step complete prospectus memorandum to follow. The thought processes and design behind The Company’s Private Offering has taken years to study and to develop to the high professional state presented below in the full prospectus. Therefore, it is The Company’s desire that each prospective investor have a comprehensive understanding of this research before they invest. In Phase I, The Company is soliciting investors who have a personal interest to be part of this company at two levels.The first is as an investor in this Hybrid PCCP Stock through this Private Placement Offering.The second is an investor, in the role as a team member, of The Company. Although desired by Management this participation is not a requirement for investing. As a team member of The Company, the investor is stating that they are willing to serve; in some capacity to assist The Company in its stated goals and objectives, as set forth in this prospectus; i.e., with special talents, referrals and/or, as Directors or Advisory Board Members. The Company’s worldwide market niche demands a much stronger capital base than most companies would think necessary. However, as each prospective Accredited Investor understands more clearly the scope and economic dynamics of the new market demands for The Company’s product they will comprehend the reasoning behind the Three Phase Capitalization Plan. The Company clearly understands the importance of the Management Team and critical importance of this capital base designed specifically to sponsor the establishment management and securities sales for national and international marketing of Phase III. Note: This is not a private offering to sell Shares in Phase I, Phase II, or Phase III and any such claim is false and illegal under current SEC regulations. All future proposed Stock sales that are outlined in this document must be made exclusively with the appropriate Prospectus documents and must comply with all regulations and restrictions demanded by such offerings. The Company is utilizing a Three Phase approach to realizing its ultimate goal of successfully sponsoring and capitalizing the larger REIT-I which is Phase III offering for $2,000,000.00. The Company’s research indicates that the smallest dollar amount of such a REIT as a Public Private Offering should fall somewhere between a minimum of $1,250,000,000 and $1,500,000,000.


DRAFT

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Private Placement MemorandumInvestor Name: Num.

Hatfield Development Company, Inc. Reg. D 506(c)(This new regulation definition announcement by the SEC,

allows general solicitation (advertising) while disallowing any and all participation by

non-accredited investors.)

7,000,000 Shares of Participating Convertible Callable Preferred Stock

At $25.00 dollars per share, is seeking to raise $175,000,000.00

For Hatfield Development Company REIT-I

Hereinafter Referred to as “PCCP Stock”_________________________________________________________________________

See “Risk Factors” beginning on page 7, to read about risks you should consider, before buying Shares, of Hybrid PCCP Stock. These risks include but are not limited to the following:

No public market currently exists for our Shares of common or preferred Stock, although The Company may exercise such a privilege, at any time that it is deemed beneficial for the investor group, under the new provision of Title II the JOBS Act of April 5, 2012. Thus, The Company may use the Reg. D 506(c) Exemption and offer a limited amount of their Hybrid PCCP Shares on the Over-the-Counter Bulletin Board OTCBB.

The OTCBB is a limited trading platform that requires The Company to become an SEC reporting company The Company would be required to produce audited financial statement from outside Auditors and competent in-house accountants. The Company has both the experience in doing audits for securities work and the in-house accounting capability to work effectively with outside Auditors.

Beginning in December 2011, H-”S”-Corp has supervised three state audits for a third party company, working with outside auditors, and received high review marks that earned high review marks from the state and is currently supervising a fourth, for the same company.

The Company may review the need and economic advisability to exercise this exemption at some time for future capital needs or to accommodate the Investors in Phase I. Also, if an investor is able to personally sell their Shares, in the Phase I, Hatfield Development REIT I Private Offering, they would most likely have to sell them at a substantial discount from their public Private Offering price, or in the event that the investor waits until the Phase II Private Placement Memorandum is in effect, they could then request permission to offer their Shares for sale in that capital raising round. The investor may also exercise the Put provision of the Preferred Stock and convert it within Five (5) years for The Company’s Common Stock.

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The Company is dependent upon the Chairman and CEO, Zester Hatfield, and his affiliates to conduct our operations and this Private Offerings. Adverse changes in their financial or physical health could cause our operations to suffer. (See Insurance under Administration in the Phase I, Capital Use Statement below.)

(H-”S”-Corp) was incorporated in 2001 and has twelve years of operating history. An additional ten years of experience was gained operating as "Hatfield & Company DBA Sole Proprietorship. This is a total of twenty two years of business experience. Prior to these twenty two years the Hatfield’s were engaged as professional leaders in the non-profit area for thirteen years and the profit area for an additional twelve years. This experience was primarily in insurance and securities. Although past history is no guarantee of future success, the principles in The Company have not changed in the last forty seven years, which means their future performance will be based on solid experience and maturity.

The failure of The Company to sell the maximum amount of Preferred Stock to successfully underwrite the proposed operations of The Company could adversely affect those investors who purchase any of the PCCP Stock being offered by The Company.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Projections and forecasts cannot be used in this Private Placement Memorandum, other than those defined in the Five Year Proforma Accounting in the Exhibit Section below. Written predictions about how much cash you will receive from your investment or the tax benefits that you may receive, are limited to the disclosures within this Private Placement Memorandum. =====================================================

Proceeds to The Company from Sales of Hybrid Preferred Stock

Commissions:

Total Stock Private Offering of 7,000,000 @ 25.00/share = ………….…… $ 175,000,000.00

Preferred Private Offering cost on $175,000,000.00 @ 7.5 percent ..... $ 13,125,000.00

Net Capital Gain after Commissions are paid ………….. $ 161,875,000.00 The Chairman and CEO of The Company, Zester Hatfield, is in charge of selling this Reg. D 506(c) Private Offering. This offering, by law, is limited to accredited investors. He is not required to sell any specific number or dollar amount of Shares but will use his best leadership efforts to sell the total Shares offered. The minimum purchase for this Private Offering is 500 shares ($12,500.00) or (½) one half of a full unit of $25.000.00 per Accredited Investor.

There will be a limited number of the half units sold. The Company expects to sell $175,000,000.00 of the Hybrid PCCP Shares over the twelve month period beginning on ______, 2014. If The Company extends the Preferred Stock Private Offering beyond ______, 2015 we will supplement or amend this prospectus accordingly and notify all Investors.

Suitability Standards:

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Only Accredited investors will be accepted. The Reg. D exception to the SEC Act of 1933 and subsequent up-grades allow for Private Offerings that are comprised primarily of accredited investors. However, in the case of this offering under the rules of exemption for Reg. D 506(c) offerings, only an accredited investor, an individual, company, or a married couple, who have a net liquid asset worth of at least $1,000,000.00, may be accepted. Note: A sponsor of a Reg. D 506(c) Private Offering must fall within an exemption to the registration regime. One exemption is to comply with the so-called "private placement rules for Reg. D 506(c). To qualify as such private placement, a Private Placement Memorandum offering the Stock must only be presented to "Accredited Investors." Certain information must be made available to these investors, there may also be a general solicitation or advertising in Direct Mail or Email media and the securities sold must be subject to transfer restrictions plus certain reporting requirements.

The Final SEC Rules for Verifying Accredited Investors

Non-Exclusive List of Methods to Verify Accredited Status of Natural Persons:

The final Rule 506(c) adds a non-exclusive list of methods for verifying the accredited investor status of natural persons:

Income: Review IRS forms that report income (e.g., W-2, Schedule K-1, Form 1040) for the two (2) most recent years, and obtain a written representation that the person has a reasonable expectation of reaching the same income level in the current year.

Net worth: Review documentation, dated within the prior three (3) months, showing assets (e.g., bank statements, brokerage statements, appraisal reports) and liabilities (e.g., a credit report), as well as a written representation from the person that all liabilities necessary to make the net worth determination have been disclosed. (See Exhibit A-5 Page 120 for Complete Rule.)

Prospectus Summary:This is only a short summary of the prospectus and any individual considering an investment in these PCCP Shares is advised to read the entire prospectus before deciding to make such investment.Hatfield Development Company, Inc., hereinafter referred to as The Company, is soliciting investors in this Phase I, Private Placement Memorandum, who have a personal interest to be an Accredited Investor of this company, in both the role of an investor, in this Hybrid PCCP Convertible Stock Private Offering and also in the role as a team member of The Company. As a team member of The Company the investor is stating that they are willing to serve in some capacity to assist The Company to realize its stated goals and objectives for their express benefit and profitability, as set forth in this prospectus; i.e. with special talents, referrals and or, as Directors, or Advisory Board Members. REFERALS will be the most common participation of the new investors who volunteer their influence.The Company is establishing a Management Team and capital base designed specifically to sponsor the establishment, management and securities sales for Phase II and Phase III. Note: This is not a Private Offering to sell Shares in Phase I, Phase II or Phase III and any such claim is false and illegal under current SEC regulations. All future proposed Stock sales that are outlined in this document must be made exclusively with the appropriate Prospectus documents,

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and must comply with all regulations and restrictions demanded by such regulations. (See Description of Proposed, Inc. Page 87)

The Company is utilizing a Three Phase approach to realizing its ultimate goal of successfully sponsoring and capitalizing the national and international Phase III REIT-I. The Company’s research indicates that the smallest dollar amount of such and Private Offering should be a minimum of somewhere between $1,250,000,000.00 and $1,500,000,000.00. However, The Company will launch a $2,000,000,000.00 Private Public Offering in Phase III REIT-IIn Order to Capitalize the Sponsoring Process for Phase I REIT-I, Phase I REIT-II and Phase III REIT-I of This three Phase approach are Focused on the Expansion of the Following Items

1) Strengthening The Company’s leadership team. 2) Developing the appropriate marketing team, marketing structure and marketing tools.3) Purchasing quality tools for managing and promoting the marketing team and the

marketing process.4) Accomplishing important property infrastructure research such as available ground water,

its development and management. 5) Gaining the necessary foot print in the development location through the acquisition of

key real estate properties. 6) Funding the Phase I REIT-I of the three phase approach with $ 175,000,000.00.7) Funding the Phase I REIT-I of the three phase approach with $ 350,000,000.00.8) Funding the Phase III REIT-I of the three phase approach with $ 2,000,000,000.00


The Three Phases and Their Estimated

Capitalization Needs are as Follows:

Hatfield Development Phase I REIT-I : (The Company Leadership Team and the above

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items)……………………………………………………………………………………………….. $ 175,000,000.00

Note: (It is expected that a portion of the capital resource for Phase II will come from the Zester & Marilyn Hatfield Estate.)

Phase II REIT-I: (Development of Key Real-estate and REIT Sponsorship) $ 350,000,000.00

Phase III REIT-I: .……………………………………………………………….…………..$ 2,000,000,000.00

Risks Factors:

All those who would invest in this proposal through the appropriate documents must be able to suffer the entire loss of their investment without undue strain on their personal financial position.

No public market currently exists for our Shares of common or preferred Stock offered in Phase I, Hatfield Development REIT I , although The Company may exercise such a privilege at any time that it is deemed beneficial for the investor group under the new provision of Title II the JOBS Act of April 5, 2012. Thus, The Company may use the Reg. D 506(c) Exemption and offer a limited amount of their Hybrid PCCP Shares on the Over-the-Counter Bulletin Board OTCBB. The OTCBB is a limited trading platform that requires The Company to become an SEC reporting company. It also requires The Company to produce audited financial statements from outside Auditors and competent in-house accountants. The Company has both the experience in doing audits for securities work and the in-house accounting capability to work effectively with outside auditors.

Beginning in December 2011, H-”S”-Corp has supervised three state audits for a third party company, working with outside auditors, and received high review marks that earned high review marks from the state and is currently supervising a fourth, for the same company.

The Company may review the need and economic advisability to exercise the Reg. D 506(c) exemption at some time for future immediate capital needs or to accommodate the Investors in Phase I, Hatfield Development REIT I. If an investor is able to personally sell his/her Shares in the Phase I Private Offering, he/she would most likely have to sell them at a substantial discount from their public Private Offering price. In the event that the investor waits until the Phase II Private Placement Memorandum is in effect, he/she could then request permission to offer their Shares for sale in that capital raising round.

The investor must also consider that The Company is dependent upon the Chairman and CEO, Zester Hatfield and his affiliates to conduct all Company operations and this Private Offering. Adverse changes in their financial or physical health could cause our operations to suffer. (See Insurance under Administration in the Phase I REIT-I Capital Use Statement below.)

(H-”S”-Corp) was incorporated in 2001 and has twelve years of operating history. An additional ten years of experience was gained operating as "Hatfield & Company DBA Sole Proprietorship. This is a total of twenty two years of business experience. Prior to these twenty two years the Hatfield’s were engaged as professional leaders in the non-profit area for thirteen years and the profit area for an additional twelve years. This experience was primarily in insurance and securities. Although past history is no guarantee of future success, the principles in The

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Company have not changed in the last forty seven years, which means their future performance will be based on solid experience and maturity.

The Company’s failure to sell the maximum amount of Preferred Stock, to successfully underwrite the proposed operations, of Phase I, Hatfield Development REIT I by The Company could adversely affect those investors, who purchase any of the Hybrid PCCP Stock.

The Three Phase Capitalization goals of The Company cannot be guaranteed to be successful and any failure in these efforts whether partial or complete, could adversely affect the value of the Stock offered in this Private Offering.

Phase I of the Three Phase Capitalization plan of The Company must be successful in both the raising of the maximum amount of $175,000,000.00 and the appropriate use of those funds to establish the successful funding of Phase I REIT-II. This will require minimum expenses of $5,000,000.00 in capital. Without Phase II it will be impossible to assure the potential success of sponsoring Phase III.

Failure of Phase I, of the Three Phase Capitalization plan of The Company, to successfully acquire the necessary expanded leadership strength and to establish the real-estate foot print needed, will adversely affect the value of the PCCP Stock offered in this Private Offering.

The “Market Realities” as discussed in this prospectus indicate that the sponsorship of a successful REIT is a very complicated and involved process that requires constant monitoring and highly professional leadership skills to accomplish. There is no guarantee that The Company will provide or acquire such leadership, or after having provided and acquiring such leadership, that it will in fact be successful in sponsoring a successfully funded and established REIT.

It must be seriously noted that all of the funds from the sale of Hybrid PCCP Stock in Phase I, Hatfield Development REIT I go directly into the operations account, of The Company, for the express purpose of developing the leadership team, the Real-estate foot print and the execution of the Phase II Private Offering of The Company. These funds are not protected by escrow and must be immediately utilized in order to finalize the preparations for Phase II Stock, Private Placement Offering.

Important Notification for all Phase I, Hatfield Development REIT-I

Hybrid PCCP Shareholders:All Phase I REIT-I investors will participate in the scheduled stock split after the Phase I closing and prior to the launch of the Phase II stock sales campaign.Additionally, it is important for all who choose to invest in the Hybrid PCCP Shares of The Company to understand that they will receive Stock in both Phase I and Phase II Private

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Offerings without the expenditure of any additional funds to purchase the second set of Shares from the Phase II Private Offering via a Stock Option Plan. These Shares come directly from the Zester & Marilyn Hatfield Estate and are not part of the 14,000,000 Common Shares offered in the Phase II Private Placement Memorandum. This, in effect, doubles their numbers of shares and also the amount of dividends that they will receive on a quarterly basis. The reason for this is simple, higher risks deserve higher rewards. In appreciation to those who have seen the vision of this project and have had the faith to invest in Phase I, Zester and Marilyn Hatfield will distribute to those investors, an equal number of shares from their personal Stock holdings in The Company AT THE CLOSE OF PHASE I. For example, if one had invested in 10,000 shares of Phase I, an additional 10,000 shares will be placed into their account without additional cost to the investor. Distribution of dividends to the investor would now, in this example, be based on 20,000 shares.The Company receives a 3% annual fee for managing the three REITS, 20% of this Management Fee will be distributed pro-rata to all Phase I and Phase II investors

Capital Market Penetration Expenses:

The SEC recommends a budget of $3,500,000 - $4,500,000 (2014 dollars) to cover all of the filing, accounting, due diligence and administration costs to complete the filing process. This cost exists primarily because the Private Public Offering of Phase III REIT-I, will file its Shares with the SEC. The Company must comply with a more stringent set of rules than those for the non-filed Shares such as Phase I and Phase II. The Phase III Private Stock Offering will be received by the SEC registered broker dealer community as a properly vetted company with, complete compliance, due diligence and the appropriate documentation and marketing materials. To accomplish this it is necessary to employ the services of attorneys and a lead securities managing firm who are experienced in the REIT and Public Private Offering process from start to finish. This and the cost of a major accounting firm to audit and prepare the financials is part of the process. The managing securities and accounting firms are most often recommended by the attorney firm that does the major legal work.Initialization costs for the Legal and Accounting Team and the Managing Agent Broker for national and international (The Company Phase III REIT-I,) will be at least $1,500,000 and possibly double that. All of these initialization costs are part of the sponsorship responsibility of The Company and the funds to cover them will come from the Reg. D 506(c) non-filed private offering in Phase II (Private Placement Offering Memorandum) mentioned above on page XX. Thus, the minimum Escrow Account of The Company for initiation of the Phase III Private Public Offering must be $5,000,000. As for the total amount of compensation required for the professional legal, accounting and securities services these larger funds come out of the total sales of Shares that will be offered for (Phase III REIT-I). See the example below:

Estimated Fees and Commissions for: The Legal and Accounting Team, Managing Agent Broker fees and the commissions charged by SEC registered broker dealers are considerable, but the amount needed, for initializing the process, is much less than the total amount. The total amount cannot be determined until after the sale of Shares has ceased. The fees for these three professional service groups, comes out of 10 percent of the gross sales. The Legal and Accounting Team and the Managing Agent Broker take 2.5 percent. And the SEC registered broker dealers will take 7.5 percent of the gross sales.

Examples for the Proposed Private Offering Amounts of (The Company REIT-I)

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$2,000,000,000 gross sales @ 2.5% earn the Legal & Acct. Team: $ 50,000,000.00 plus$2,000,000,000 gross sales @ 7.5% earn the SEC registered broker dealer Marketing Network Offices $150,000,000.00 for a combined total of $200,000,000.00 in expenses.

Note: (There are thousands of people being compensated from these funds. This reflects what we mentioned above under Market Realities.)

(The Company Phase III REIT-I) Stock status:(The Company REIT-III) will file with the SEC as a IPPO (Initial Private Public Offering). This means the Shares will not be traded over the counter. (The Company REIT-I) will make quarterly reports paying quarterly dividends on all REIT net income. The status of the REIT Private Offering will be as a Private Offering and not a Public Offering. The future sales of Stock must comply with the rules governing the sale of restricted private Stock. There is no public market for this Stock nor is it intended that there ever will be, other than those provided for by the REIT Rules for purchasing Shares internally from the investors. See (Understanding REIT Formation and Operations) p. 93. There is an exception:The REIT will invest reserve funds in an interest bearing escrow account from which The REIT will redeem the shareholders Shares who have medical emergencies or other financial problems out of their control. These requests can only be made once a quarter to give The Company time to replace the funds through sales to other investors. Estimated Use of the Proceeds Common Stock Share Sales of Phase II$5,000,000 of the proceeds from the sale of The Company Common Stock Shares in Phase II will be invested in the Sponsorship of Phase III REIT-I.The expenditures for covering the cost of the legal, accounting, due diligence, and SEC registered broker dealer securities sales preparation and execution, mentioned above, will not take place until after the Stock Options have been activated for the Preferred Stock Holders of Phase I. These start-up expenditures will be made from the new revenues gained through Phase III REIT-I. The REIT Presents Leveraged gains for the Property Management CompanyThe exceptional value of this shared ownership, in The Company, is even more dramaticwhen you consider that upon the successful completion of the three phase capital acquisition plan, Phase-I, Phase-II and Phase-III there will be succeeding IPPO; (Initial Private Public Offerings) for additional Planned Aero Resort Estate Communities. Hatfield Development Company, Inc. is the parent company for all national and international development of these Planned Aero Resort Estate Communities. Hatfield Development Company, Inc. is the Primary Corporation, which holds the management contract for all of the Hatfield Development Company REITS for as long as the Board of Directors of The Company believes in the positive financial future of such State of the Art Aero Resort Estate Community’s development and management activities. This translates into a larger investment base from which each investor in Phase I and II participate through annual management fees and many other business services provided by Hatfield Management Company, Inc. Any person who is giving serious thought to joining this team of business entrepreneurs must consider all of the additional REIT Private Offerings that are proposed to occur. The original investors in the common and preferred Shares of The Company will participate in the pro rata quarterly distributions of the 10% pro-rata management fees and all of the others profit sharing benefits listed above with no further personal investment required. The Company will be the Sponsor/Manager of the complete Hatfield Development Phase I REIT-I, II & III series. Remember, Phase I and Phase II accredited investors are shareholders in The

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Company’s fixed income, high-yield securities and participate in 20% of the annual Management Fee paid to Hatfield Development Company, Inc. distributed quarterly.Every person associated with Phase-I and Phase II are considered by Management to be persons of special interest as co-founders of Hatfield Development Company, Inc. As such, every individual or entity that holds shares in Phase-I and Phase-II will participate at some percentage level in all of the future income streams of Hatfield Management Services Company, Inc., a wholly owned subsidiary of Hatfield Development Company, Inc.

As is stated on page (11) we repeat here to emphasize these important facts: Basic REIT Facts for the Investors in The Company:“Any investor in The Company through this Private Offering and real estate property management business structure should acquaint themselves with the current economic and historical facts surrounding and supporting the current modern REIT. It is especially noteworthy that the modern REIT is now the preferred method for raising and managing the capital required to own and control large high-end property assets. In addition, it is equally noteworthy that the Private REIT now exceeds, by a considerable margin, the Publicly Traded REIT. This latter fact is primarily due to the high maintenance cost associated with the regulatory requirements necessary to qualify and operate as a Publicly Traded REIT. Thus, the fact that to qualify, as a REIT 95%, of all net profits must be distributed to the investors. This automatically passes these cost savings on to the shareholders through the quarterly dividend payments required of any REIT. For further details on the modern REIT; See pages 95-105.”

This concludes the section on Forward-Looking Statements. Each investor is cautioned to make a clear distinction between the Forward-Looking Statements and the inherent risk that such statements cannot be guaranteed. Management believes that what they have said in these statements and the proposals outlined are correct and that the market place and experience will bear them out. Having said that, management also is crystal clear that they cannot offer any assurances that such will be the case regarding the success of this Phase I Reg. D 506(c) Private Offering or the subsequent Private Offerings The Company proposes to do in order to fulfill their goals of the Three Phase Capitalization plan.=================================================

This Space Intentionally Left BlankManagement’s Perspective with Commitment to

The Investor’s Profitability

“Integrity is doing what is right when no one is looking.”Phase I, Hatfield Development REIT I Incorporates

MDS (Marketable Deal Structuring) MDS inherently mitigates both operational and investment risk:

1. Relative safety of principal2. Immediate return (yield)3. Long term return (profit participation and capital gain)

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Phase I of this three Phase capitalization plan is a Reg. D 506(c) Private offering accepting only the accredited investor for the Hybrid PCCP Stock being offered. However, this is not a simple preferred Stock. It is a “Hybrid” Fixed Asset Security (FAS) REII Real Estate Investment Trust featuring 7% dividend. The Company is committed by this contract to pay a 7% dividend to all of the Phase I Hybrid PCCP Shareholders. The dividend is payable beginning ninety days after the close of Phase I. Distributions will be made quarterly and interest accumulated during the offering period will be added to those payments. This category of Stock is referred to as: Fixed Income High-yield Securities.Therefore, as a Fixed Asset Security These Hybrid PCCP Shares are:

1. Participating Callable Convertible Preferred (PCCP) Stock with:

a) High dividend yield (7%)b) Generous participation in net income / 25% shared pro-rata. c) 20% participation in The Company’s Management annual 3% fee distributed pro-rata

quarterly, exclusively to the Phase I and Phase II investors. d) Reasonable conversion ratio into Common Stock with voting equity of 2:1 in Phase II.

(Each Preferred Share = Two Common Shares of Phase II)e) The Call date is 5 years away from the date of issuance.

Personal Information not material to the investment:

Each investor in Phase I will receive all personal and confidential information on the Hatfield’s not material to the investment. This information is withheld from this Private Placement Memorandum to minimize unnecessary proliferation of such extraneous personal information such as where they work in the current project and with whom, exactly where the project is located and what other metropolitan areas are within short Light Jet & Executive Jet travel, etc. All other personal information material to this investment, both negative and positive, is openly shared in the Memorandum. (See the last page of this section, “Past Security Operations of the Hatfield’s.”)

Management Operational Style:

The key to The Company’s Management is stated in brief above, namely:

1. Relative safety of principal2. Immediate return (yield)3. Long term return (profit participation and capital gain)

Everyone will agree that these are positive and ideal statements. However, since in many REITS there has been a record of operational style, which is legal, but not a style that exemplifies a great deal of commitment to the investor. Therefore the real test of this (Key) to Operational Style lies, not in the words spoken, but in the action steps that verify the moral character and integrity of Management. There is a great old saying: “Integrity is doing what is right when no one is looking.”

Historically, because all REITS are more complex in their structure and are allowed more latitude in the management of their assets, they often create scenarios within their operational style that takes advantage of the fact that no one is looking! Some have been and are now in litigation over complaints and accusations of these actions, claiming a conflict of interest.

It’s important to know that there is a great deal of “potential” for conflict of interest in any REIT! The reason for this is that a REIT is structured so that the Sponsors of the REIT have the autonomy to buy and sell properties, within and between wholly owned TRS-Taxable

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Subsidiaries, most of which are taxable non-REIT corporations, with legal “Arm’s Length” autonomy. These come in many forms but most generally we are talking about those entities that the REIT managers, in this case, The Company, have set up and whose principals also serve on the board of directors of each of Company.

Legally, this is as it should be for the purposes of allowing the REIT and its sponsoring management teams, the tools and latitude that they need to maximize profits. The rub comes when the sponsoring management takes advantage of this latitude by selling an asset at a higher than market value to one, or more, of the wholly owned TRS-Taxable Subsidiaries. TRS-Taxable Subsidiaries are REIT controlled entities and pay professional fees of 3% - 7.5% for doing various services. This fee in most cases, if not all, is never shared with the investors as part of their distribution, i.e. the root of any conflict of interest in any legal action.

The Company is committed to work profitably with and between all wholly owned TRS-Taxable Subsidiaries of the REIT, but only within the boundaries of all that is moral and based, on the integrity that works when no one is looking, as the saying goes! The description of the many wholly owned TRS-Taxable Subsidiaries permitted and regularly used by REITs are covered in the material “Understanding REIT Formation and Operations pages 95-105 that follows this section.

Commitment to Investor Profitability:The purpose and clearly stated goal of this Private Placement Memorandum is to sell the Preferred Stock being offered. Yet, within that scope and the focus of that goal, also lies the following legal contractually stated goal to exercise all of the powers and privilegesallowed under the REIT security laws and GAAP rules and practices.

In keeping with this statement, The Company contractually states unequivocally, to all the Phase I investors, that the Operational Style will cut no corners in favor of any individual in management, at any level, that commits or participates, in any transaction, that inures exclusively to the benefit of those involved, to the exclusion of the investors.

Having said that, which Management takes very seriously, it is completely possible that there will be instances when such actions do take place. However, The Company commitment is to professionally supervise all management personal within all three REITs and all wholly owned TRS-Taxable Subsidiaries to the extent that when such actions should occur, there will be a quick response to correct it and to further instruct those involved as to how to determine the correct methods and processes for delivering the most honest and profitable transactions for the investors. This commitment to The Company investors is good and profitable for all parties. Greed on the part of any management personnel or any investor only serves to diminish the smooth operation and profitability of The Company and is counterproductive for everyone.

The Action Steps to Accomplish High Profitability for Investors:In today’s High-Tech and competitive capital needs environment businesses must stay ahead of the power-curve and the competition. High profitability for the accredited investors in The Company is difficult, if not impossible, with anything less than a total commitment by Management to establish eight very important departments within their operations:

1. Securities Department to Compete for Capital2. IT Department to Compete in Internet Research and Marketing 3. Real Estate Purchasing Division4. Real Estate Marketing Division5. Real Estate Leasing Division

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6. Real Estate Construction Division7. Project Facilities Management Division8. Project Construction Field Engineering Division

In the Capital Use Statement for Phase I, below, the investor will see the budget allocation for each of these eight very critical Departments.

Income Streams:Within the scope of The Company operations there is a variety of income streams. There is a breakdown for each of the following commissions and fees on the succeeding pages. The Company, as the sole owner of the wholly owned TRS-Taxable Subsidiaries, which are managing the services and activities involved, receives a portion and the individuals responsible for the sale or service also receives a portion. The Company portion is what constitutes the net income from which all of the investors receive a pro-rata distribution of 25% of the net profits of these operations. The Company does this not as a requirement of law but rather as a response to their commitment to Investor Profitability.

Note: The fees and commissions listed below are separate from the main income of the REIT!

The main income, other than interest paid on deposited funds, is the lease payments paid by all the companies who contract with the REIT to do their business on REIT holdings and properties. These Companies are construction companies, hotel chains, restaurant chains, country club management companies, golf club management companies, fitness center management companies and a host of other retail service outlets. The REIT receives these funds manages the contracts and pays all of the REIT staff and expenses related to their management. It is the net income from these operations that is required to be 95% distributed to all of the REIT shareholders. The commissions and fees listed below are not part of the regular REIT income. These commissions and fees goes directly to the wholly owned TRS-Taxable Subsidiaries, which are standalone autonomous companies. Hopefully, with this explanation the Phase I investor can appreciate The Company’s management style of commitment to investor profitability and the commitment to avoid all conflict of interest issues.

Taxable REIT Subsidiaries “TRS”Income Streams

Within the scope of The Company operations there is a variety of income streams. There is a breakdown for each of the following commissions and fees on the succeeding pages. The Company, as the sole owner of the wholly owned TRS-Taxable Subsidiaries, which are managing the services and activities involved, receives a portion and the individuals responsible for the sale or service also receives a portion. The Company portion is what constitutes the net income from which all of the investors receive a pro-rata distribution of 25% of the net profits of these operations. The Company does this not as a requirement of law but rather as a response to their commitment to Investor Profitability.

Note: The fees and commissions listed below are separate from the main income of the REIT!

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The main income, other than interest paid on deposited funds, is the lease payments paid by all the companies who contract with the REIT to do their business on REIT holdings and properties. These Companies are construction companies, hotel chains, restaurant chains, country club management companies, golf club management companies, fitness center management companies and a host of other retail service outlets. The REIT receives these funds manages the contracts and pays all of the REIT staff and expenses related to their management. It is the net income from these operations that is required to be 95% distributed to all of the REIT shareholders. The commissions and fees listed below are not part of the regular REIT income. These commissions and fees go directly to the wholly owned TRS-Taxable Subsidiaries, which are standalone autonomous companies.

Hopefully, with this explanation the Phase I investor can appreciate The Company’s management style of commitment to investor profitability and the commitment to avoid all conflict of interest issues.


Wholly Owned “TRS” Taxable REIT SubsidiariesThat Earn Fees and or Commissions

a. Sales commissions on lots sold to prospectsb. Sales commissions on Classic Log Home salesc. Commissions paid on construction projectsd. Commissions paid on all cemetery and mausoleum sales and services e. Fees paid on all special services:

aa) Golf Club Membershipsbb) Home Owner Association Dues

All Contracted Services Performed for the Home Owners by any of the Wholly Owned “TRS” Taxable REIT Subsidiaries

Note:

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The Following Special and Very Important Personal/Family Services are Performed Through one Single TRS Entity Staffed and led by Trained

Professionals Outside of the University Student Body The University Student Labor Pool will Serve as

Support for these Professionals Only.

a. Exclusive Home engineer (Live-in house management and cleaning service.)b. Exclusive Personal Valet both men and womenc. Exclusive Personal Chefd. Exclusive Personal Chauffeure. Exclusive Family Nanny Servicef. Family Tutoring Serviceg. Personal Pool Maintenance Serviceh. Personal Gardner Design and Maintenancei. Personal Physical Fitness Trainer

dd) Marina boat slip rentals ee) Landscaping servicesff) Trash Collecting servicesgg) Country Club membershipshh) Diner Train tickets and other on-board salesii) Tour Train tickets and other on-board salesjj) Pilot training serviceskk) Aircraft maintenance servicesLL) Aircraft parking feesmm) Aircraft hangar feesnn) Aircraft Museum ticketsoo) Plus a multitude of other services not mentioned

pp) Golf Course Tee fees and cart rentals

Currently, we have a set of Very Important Estimated Income Statements Covering Eight Years of Estimated Income and

Expense with Gross Profit for each Phase.See Pages: In Exhibit A-I 126-130

In the Exhibit Section there are eight years of Proforma Accounting/Estimated Income Statements that will illustrate the sum total of all expected and projected profit sharing, represented in the net income from the above sales, services and fee operations. The net amount estimated to be distributed to the Phase I Preferred Shareholders, will be clearly indicated in the Summary Sections at the end of each Phase.It is critical for the serious investor to take the time to read these Proforma Accounting/Estimated Income Statements calculations in order to grasp more clearly the scope and magnitude of this investment. It is true that NO Proforma/Estimated Income Statement calculation ever comes true, in its entirety. The fluid characteristics of all business enterprises skew the final results of any and all Proforma calculations/Estimated Income Statements.

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However, after having said that, Proforma calculations/Estimated Income Statements are not required for all Reg. D 506(c) Private Placement Memorandums. The actual financial details cannot be compared to the Proforma/Estimated Income Statements. Nevertheless, the Proforma/Estimated Income Statement serves as an important role that allows the investor to judge for himself what such a company, with its identified market, service and business plan could actually be able to do. Many Proforma/Estimated Income Statement calculations lack economic credibility because of lack of in-depth market research and the overstated profits declared in the stated calculations. Management’s style is to “Under Estimate and Over Perform.”

The Company Management Advantages:

The Company enjoys a considerable margin of advantage when compared to others who plan and develop a successful REIT Private Offering. Normally, Equity REITs such as what The Company is designing and planning require investment in large “4-5 star” real estate properties these are often scattered all over the country or even the world. Yet, in each of The Company’s planned Five Star World Class Aero Resort REITs, the equity properties required to absorb all of the accumulated revenues through a series of Private & Public Placement Memorandums, will be local within a few square miles. The current project of over 11,000 acres comprises an area approximately 3.5 miles by miles, or 17.5 square miles.The Company REIT-I project will encompass an enormous amount of income generating possibilities, such as those illustrated in Phase I REIT-I, Phase II REIT-I and Phase III REIT-I of this Private Placement Memorandum. See Exhibits A-I, A-II, A-III to review these possibilities. on page xxxThis “Closed Unit” concept that The Company has researched and designed for the world class five-star Planned Airpark Resort Communities allows for numerous efficiencies that other more common REITs do not have.


Past Security Operations of the Hatfield’s:Some Background:

In 1982 the Hatfield’s earned their Broker Dealer licenses while living in Petaluma, California. Marilyn passed her tests for the Series 7 broker license and the Series 65 on law and liability. Zester passed his tests for the Series 7, 65 and also the Series 24 OSJ, Office Of Securities Jurisdiction license. The Series 24 allowed the Hatfield’s to establish their own broker dealer office which they did during the years 1983-1984. During 1983 Zester Hatfield was successful in selling Stock in a book publishing company located in Manhattan, New York, under a local Broker Dealer. He was invited to New York to visit them in their offices. Zester & Marilyn visited the New York Company while on a family trip to a Christian Family Camp, on Lake George, NY. At that time the Hatfield’s were flying their Piper Arrow Turbo IV, with three of their children. They will never forget the low pass over Manhattan that Departure Control authorized, as they departed La Guardia airport.

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This experience gave Zester & Marilyn the knowledge and the inspiration to write and sell their own book, “Job Security In a High-Tech World” which was sold through Barnes & Nobles and other retail outlets. However, the most successful marketing was accomplished through pre-sales to the many union contacts that the Hatfield’s had developed during their years as Insurance Brokers in the San Francisco Bay area, 1976-1981, from Santa Rosa, Ca.

The Good Side:The capitalization for researching and publishing this book came from a Reg. D Private Placement Memorandum. The net result after research and publication was $250,000.00 in 1984 dollars. Zester wrote the Private Placement Memorandum and marketed it as the Chairman and CEO of The Company, which is completely legal and very common.

Zester & Marilyn with the Piper Arrow IV in 2010

The Bad Side:

When a broker is with any of the SEC registered broker dealers he is a captive representative and is not allowed to sell for any other Broker Dealer. It’s called “hanging your license.” Should a Broker actually sell any other Stock for another Broker Dealer, or as an independent, that is called; “Selling Away.” Selling Away is against the SEC registered broker dealer Rules and Regulations and can be prosecuted for the purpose of fines and also loosing ones license.During early 1986, while still in the process of marketing the book, on a nation-wide tour and while living in Alexandria, Virginia, Zester was charged with “Selling Away.” The charge was brought when the Hatfield’s were again selling a new Reg. D Private Placement Memorandum as officers of “Century Television Network.”

Zester hired an additional law firm that specializes in SEC regulations and securities law. The case was never brought to trial. The attorney assigned to the case was able to prove that the Hatfield’s had indeed written a letter of resignation to the Broker Dealer firm where they had “hung” their securities licenses. Their letter and the confirmation letter from the firm had crossed in the mall (no email at that time) and gave the impression that their first sale was during the time that they were still with the Broker Dealer firm.No big deal, you say. Well, ultimately no. But when you are notified that the SEC is bringing a case against you it gets your attention. These things happen, at one time or another to all professionals in the securities field, but it is never any fun. For those who are not initiated into the world of securities, there is no agency more strict or relentless, not even the IRS!

Likewise, in this Three Phase Private Offering Plan, Phase I, Phase II, Phase III, where The Company is issuing Stock for sale under the SEC Rules for Reg. D 506(c), in Phase I and possibly also in Phase II, all rules and regulations must be in compliance. Writing and publishing a completely transparent Private Placement Memorandum, such as this one, is mandatory.

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Sweet and SourThe Sweet Part:It is also important and material to this investment that the investor knows one more securities experience of the Hatfield’s.During the years 1986-87 the Hatfield’s were successful in raising $650,000.00 in 1987 dollars, (approx. $3,000,000.00 in 2013 dollars) for the R&D, accounting and legal work for the Century Television Network Corporation. Their follow-up Private Placement Memorandum was in process and seeking $25,000,000.00 in new capital which is approximately $115,000,000 in 2013 dollars, due to the impact of inflation.The concepts of this new media company focused on television programing best suited for the conservative audience. This was something unheard of in the mid-80s and this was the sweet part. This is the same format that was later captured by Murdock’s Media Company and Fox News was born.The Sour Part:The sour part came when Zester and the Board of Directors made the mistake of not accepting an offer made to them from a former NBC VP, who was willing to become a member of the board and consult The Company into the world of television media. The statement made by this individual was: “Put me on your board and you will get your money.” This contact, at the time, was a media professor at a major east coast university and had been alerted to our plans through a contact, in the Coors Brewer family, who had read a copy of the prospectus. The only reason the board had for rejecting the offer was it required paying for his travel to at least one board meeting a month plus $2,000.00/mo. as a consulting fee, approximately $9,200.00 in 2013 dollars. There are no good answers as to why Zester and the board did not accept the offer. The answer that Zester gives, when asked, is that they were all investors and were not receiving any personal compensation and the idea of a new board member that would get compensation plus expenses, didn’t set well. This fact is true. However, the responsibility to accept the new member to the board was in Zester’s hands and he did not make an impassioned presentation to the Board as he should have. In fact, as the majority Stock holder, Zester could have appointed him without board approval which he would do today in any similar situation requiring strong leadership. Nevertheless, at that time, they were all blinded by the attention they were getting and by the fact that they truly believed they did not need this new member despite what he promised.Two months later, after a Due Diligence Review for qualification to be represented by a local SEC registered broker dealer, the ruling came down that the media company did not have enough TV media experience represented on the board. Well, that certainly brought a lesson home to Zester. Here he had been in possession an Ex NBC VP, who also was a media professor in a major east coast university, and he had just turned him down! This was a very expensive lesson and one never to be forgotten or repeated! Greed and pride comes in many colors and sizes. In hind-sight Zester knew that they had made a big mistake, yet the work continued, on the Private Offering and finalizing the marketing research for the up-coming programming. In reality, what had actually taken place is called; “missing your Stock IPO Private Offering window.” Had Zester and the board accepted the Ex NBC VP, they would have made the window and would have raised the $25,000,000.00 in capital. What would have been their subsequent success no one can tell. However, the very niche that they missed has since proven to be very dynamic and very successful for Fox News!Epilog:After missing the Stock IPO Private Offering window, as they did, there was no recourse that seemed feasible at the time but to close the operation down. The Hatfield’s remained in the

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area in book promotion and sales mode until August of 1989. At that time it was decided, after much thought and prayer, to return to El Paso, Texas and to the familiar sites and opportunities of the Southwest.In the winter of 1990 Zester worked with native missionaries leaders in Mexico. Notable among these was one of their foster sons, Jose Compean, who had been raised in the "Hogar de Niño’s" children’s home that the Hatfield’s had established in 1961. Meanwhile, Marilyn continued her work in accounting. Later in the spring of 1992 the Hatfield’s founded Hatfield & Company, DBA. and accounting became their new professional service to the business world.It is during these years after returning to El Paso and Juarez, Mexico that the Hatfield’s began to dream of giving new life to both a vision and a work experience that they had while establishing the children’s home. One of the key aspects of the home, second only to the spiritual instruction given, was the establishment of a modern vocational training center. Here they had instructors in welding, wood carving, wrought iron, auto mechanics and piñata manufacturing. The wrought iron and wood carving products were marketed to several companies and individuals in Texas. Similar training continues today mainly in farming, hand crafted art, ballerina instruction and performances. Most of the graduates from the Children's Home were able to use their skills in establishing their own business.

Stock OwnershipCommon Shares & Preferred Shares in Hatfield & Company, Inc.:

I. Common Shares:

The proceeds from the sale of common Shares realized in Phase II are destined for two basic uses.

First: The sponsorship for the Phase III REIT-I. In the event that the minimum sale of 200,000 Shares @ $25.00 ea. of Common Stock in Phase II REIT-I is not realized, all escrow proceeds will be returned to the investors with the interest accrued during its time in escrow. This amount, $5,000.000, is the SEC estimate of capital needed for filing and carrying out organizational costs for a Private Public REIT Offering. In such a circumstance, all of the proceeds raised during the effort to fully fund the escrow account would be returned to the investors and all those investors would also forfeit their Common Stock in The Company.

Second: The completion of the Capital Use Statement for Phase II REIT-I other than the sponsorship of Phase III REIT-I.

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Therefore the safe guards stated in (First) above are valid only to the point that the Estate of Zester & Marilyn Hatfield is unable to cover the minimum amount of $5,000,000 for initializing the Phase III REIT-I offering.

Presently, before any Stock is sold, in Phase I, Phase II or Phase III, rounds of capitalization Zester and Marilyn Hatfield are the sole owners of 100% of the Stock in The Company.

Shares & Ownership of Hatfield Development Company, Inc.

After the sale of Preferred Stock Shares in Phase I

Shares PercentageZester and Marilyn Hatfield of Common Stock …………… 136,000,000 ………….…… 90.66%Preferred Stock Shareholders 2:1 Split ………………………. 7,000,000Preferred Stock Shareholders ……………………………………… 7,000,000………….…… 9.34%

Total Shares……………. 150,000,000……………. 100.00%

Preferred Shares (Being offered for sale in this Private Offering: 7,000,000

II. Hybrid PCCP Shares:

The preferred Shares are sold with the understanding that the proceeds thus raised do not go into escrow but go directly into the general operations account of The Company. However, both Preferred Shareholders of the Phase I REIT-I Private Offering and the Common Shareholders of Phase I REIT-II Private Offering gain profit sharing benefits and also share in the 3% annual Management Fee from all three capital raising rounds.The Common Stock proceeds are protected by escrow and in the event of a company failure or liquidation would be second to the preferred shareholders in the distribution of assets. The Hybrid PCCP Stock proceeds are not protected by escrow and in such an event would have priority over all other Stock holders including the Hatfield’s in any final distribution of assets.

The Preferred Stock of Phase I Private Offering is not held in escrow but enters directly into the general operating account of The Company to carry out its obligations in leading and managing the overall responsibilities required to achieve the stated goal of fulfilling the financial goals of the Capital Use Statement for Phase I. The first item on the Capital Use Statement is the $5,000,000 needed to fund the legal, accounting and SEC registered broker dealer service charges to launch the capital acquisition for Phase I REIT-II round of capitalization. This amount will be accumulated, as stated, through the deposit of 10% of all Stock sales into an escrow account until the $5,000,000.00 is accumulated. Zester & Marilyn Hatfield Estate is committed to invest as much as possible in the Phase II round of capitalization but it is not expected to cover the entire offering of $350,000,000.00 of Phase II. The set aside funds of the escrow account will be utilized to fund the SEC registered broker dealer marketing services that would be necessary.

Should it prove impossible to raise the minimum escrow amount of $5,000,000 in the Phase II Private Offering to sponsor the Phase III REIT-I round of capitalization, the preferred shareholders would remain invested in Hatfield Development Company, Inc. as it would be at that time, owning an estimated 04.66% of The Company, as stated above.

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Special Benefits for Hybrid PCCP Stockholders of Phase I

The Preferred Stock holders participate in a special addition of Stock in the Phase III REIT-I round of funding through the Stock option formula described below.

*Important Benefit Notice for all Phase I Investors*Estimated Preferred Share Stock Holders Benefits in Phase III REIT-I

The Preferred Share Stockholders will receive pro rata 100 percent of their Preferred Stock holdings as Stock options from The Company account of non-issued Shares. These options will be validated when the Phase III REIT-I Private Offering is initiated by The Company. These Stock options, in addition to the Stock split, will quadruple the equity of all of the Preferred Share Stockholders in Phase I REIT-I round of capitalization.

In addition to the special benefits of the Preferred Share Stockholders in Phase I, all participants in Phase I and Phase II Private Offerings will share pro-rata ownership in the future Real Estate Management services and service fees on potentially $2,000,000,000.00 worth of developed and managed real estate property which is one of the main objectives of Phase III REIT-I round of capitalization.

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This factor alone is huge, not counting the additional direct value of the Preferred Shareholders newly acquired Shares in at the close of the Phase III, through their Stock options, at no additional cost. The pro-rata ownership in the management fees are considerable given the fact that the average annual management fee is based on the total gross value of the assets under management. This participation is in addition to the normal quarterly dividend payments paid to all of the investors in the Private Public Private Offering of the Phase III REIT-I. Those investors who participate only in the Phase II Private Offering receive added protection under the Escrow Account of that Private Offering. Thus, the Hatfield’s are taking from their private Stock holdings in The Company in the form of Stock options in the proposed Phase III REIT-I round of capitalization and then assigning them to all of those investors who participated in this Phase I Private Offering of 7,000,000 Hybrid PCCP Stock Shares.Conversely, Zester and Marilyn Hatfield do not have in their possession adequate funds to initiate the sponsorship of REIT-I’s Phase III round of capitalization without the participation of these investors. Therefore, the quid pro quo results for both the Hatfield’s and the investors who participate in either the Phase I Private Offering or the Phase II Private Offering, in The Company, enjoy this outstanding opportunity together, as illustrated in the examples on the following pages.

Review and Summary of Phase I Benefits and Optionsa. Annual Dividend distributed quarterly of ……………………………………………………..

7%b. Stock Split after close of the Phase I REIT-I Offering increasing shares………100%c. Options for 100% of Shares held from Phase I REIT-I offering prior to the

Phase III REIT-I offering, increasing shares an additional ……………………………100%

Summary of Dividends and 3% Management Fee ParticipationIn The REIT-I-Dividends

a) I Unit of 1,000 shares in Phase I sells for $25,000.00 with a dividend of …………… 7%

b) I Unit of 1,000 shares in Phase I Split after close is now worth=$ 50,000.00@ … 7%c) I Unit of 1,000 shares in Phase I after Split and Option of 100%=$100,000.00@ 7%

Estimated Total Annual Dividends after close of Phase III $100,000.00 @ .07% ……… $7,000.00

II-Management Fee Participation

a) I Unit of 1,000 shares in Phase I after Split and 20% Pro-Rata of 3% Man. Feeon the Phase I, II, & III round of capitalization

b) Phase I REIT-I $ 175,000,000.00 X .03% ……………… $ 5,250,000.00c) Phase I REIT-II $ 350,000,000.00 X .03% ……………… 10,500,000.00d) Phase III REIT-I $ 2,000,000,000.00 X .03% ……………… 60,000,000.00

Estimated Total Capital Management Fee Base ………………… $ 75,750,000.00

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$75,750,000.00 X 20% = $15,150,000.00/7,000,000 shares = $2.164/shareOne Unit of 1,000 shares at $1.64/share the end of Phase III REIT-I round of capitalization produces annual payments of ……………….……………………………… $2,164.00

Estimated Total Annual Payments on Original $25,000.00 Investment ……… $ 9,164.00

Note: (At the End of Phase III REIT-I Round of Capitalization the estimated Return On Investment (ROI) on the original investment of $25,000.00 = 36.7%)

IMPORTANT NOTICE: The above stated ROI of 36.7% demonstrates Management’s commitment to reward the investors based on Risk Reward realities. However this ROI does not include the 25% net profit sharing pro-rated and paid quarterly to all investors, in all three Phases/Rounds of capital funding.


The Founders and Current Management Team

Zester H. Hatfield Chairman & CEOI. Founders: Zester H. Hatfield was born in Kirksville, MO. December 11, 1936.He married Marilyn Jean Jones, June 20, 1959.They have six children, five girls, Jennifer Lynn O’Neill, Stephanie Frances Avellino, Melissa Ruth Otto, Robin Elizabeth Osborn and Lorena Maddox, and one son, David Michael.

Mr. and Mrs. Hatfield have been married 55 years and have raised six children, and have twenty four grandchildren. All of their children have experienced some of their education in private Christian schools. Most of their grandchildren are presently being home-schooled or are in private Christian schools.

Zester and Marilyn are blessed to come from a very strong genetic pool. Many of their close family members have lived from 95 to 100 years plus, with strong active lives in family, church activities and business. They are both currently in excellent health, maintain and excellent diet with exercise and enthusiastically work an average of 60 hours per week!

II. Education and Work History

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a) Seven years of formal college level training in a broad range of disciplines:b) Pre-med studies for three years.c) Language and liberal arts for four years.d) Accounting and computer science for two years.e) Political science and ancient history for two years.f) Two years of formal off campus training plus 26 years of experience in Sales and

Marketing. g) Two years of flight training currently holding the following licenses and ratings: Private

pilot, Commercial pilot, Instrument Commercial pilot, Instructor Commercial/Instrument pilot and Advanced Ground School Instructor. Currently he is taking Instrument Proficiency flight training twice a month.

h) Two years of formal training in Stocks and bonds and estate planning. i) Marilyn and Zester both hold series 7 brokers’ licenses.j) Zester has a series 24 license. None are active at this time. k) For ten years Zester and Marilyn had a financial planning service in Santa Rosa, CA. (1975

– 1985)l) Zester has twenty seven years of consistent bible reading from Genesis to Revelation in

addition to topical studies. This disciplined approach to reading the Word has resulted in a complete reading of the Word 27 times and additional readings of only the New Testament 6 times. Included in this reading schedule has been, to date, three complete readings of the Word in Spanish and 4 of the 6 New Testament readings in Spanish.

a) Zester has completed six years of personal dedicated theological studies comprising over 40,000 pages of text and research, primarily studies of the theological works of Reformation scholars.

III. Missionary Experience:

Twelve years of full-time experience as a Missionary in Mexico, June 1961 – May 1974:A. Founded the "Hogar de Niño’s Emmanuel” children’s home in Juarez, Chih., Mexico, 1961. It is still a major institution in this border town under the able leadership of Josue Lopez Luna, a Mexican Christian national.B. Founded the private school, “Vicente Riva Palacio” in 1963.

C. Founded the local congregation located in Juarez, Chih. Mexico, “Iglesia Cristiana Emmanuel del Pacto” in 1961. He is still active as an Elder Emeritus in the Congregation.

D. Eight years of part-time experience as a pastoral and missionary consultant in Mexico, August 1989 – December of 1997. During this second period of personal missionary work, Zester served the local congregation in Juarez as an Elder. He was also selected by Promise Keepers to co-direct three Promise Keeper Conferences in the area, one in El Paso, Texas and two in Juarez, Chihuahua, Mexico, all in Spanish.

IV. Business Experience:

The Hatfield’s own a small successful accounting company based in El Paso, Texas, “Hatfield & Company, Inc.” It has operated continuously since 1991. Hatfield & Company, Inc. specializes in small business accounting, IRS tax law, tax remediation and business consulting. Mrs. Hatfield is an Enrolled Agent for the IRS. (Such designation does not mean she works for the IRS. On the contrary, such agents are the specialists that are best equipped to assist the small and medium

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sized business in both how to pay no more taxes than owed and how to properly represent and defend ones company from IRS abuses.)

Zester Hatfield developed the client list through direct sales efforts with the local business owners of El Paso, Texas and Las Cruces, New Mexico.

Zester also took two years of computer application and computer accounting at Southwest Technological Institute in El Paso, Texas to initiate The Company into the computer age for accounting.

From December 2009-10 Zester and Marilyn authored and published the dynamic book: “Progressive Socialism Our Road To Serfdom.” This literary work is available on Amazon.com.

From October 2008-10 Zester was contracted with Vital Partners, LLC as a Marketing Business consultant.

From August 2007 – October 2008 Zester was contracted by Vital Partners, LLC, a Gold Certified Microsoft Partner of Tempe, AZ to set-up and organize their North American Sales division.

From November 2006 – July 2007 Zester was contracted by BuildBlock, LLC of Oklahoma City, OK to set-up and organize their North American Sales Division.

Since early in 2006 Zester has put personal time into working on developing the Mexican leadership contacts via RIA and the new management team for Hatfield & Company, Inc. From September of 2004 – March of 2005 Zester wrote and published the book; “Daddy’s Little Girl and Mommy’s Little Boy”From May – July of 2004 Zester utilized his commercial contractors’ license to remodel a home that son, David Hatfield’s owned in the Sacramento Mountains of southern New Mexico. This was an extensive project that employed three other men full time and the assistance of numerous specialty services from the area. The home was finished and sold. David Hatfield is a Microsoft Certified support consultant for Microsoft’s Accounting Package Dynamics GP.

In April of 2004, Zester withdrew from all business activity outside of the present focus of Hatfield & Company, Inc. to develop and lead a new management team into the concept of Business As Mission. Reformation Ministries International Corp., a Texas 501c3, was founded in that same month.

2003 – April 2004, Zester was hired as Marketing Director for Charter Aviation Services at Teterboro Airport in New Jersey.

2002 – 2003, Zester held the Marketing Directors position at Bedlam Brass in Garfield, NJ for twelve months.

June 1991, Zester and Marilyn Hatfield founded Hatfield & Company, Inc. It is still in operation.

January 1994 Zester authored and published the book: “Knights In Shining Armor-Father and Daughter Relationships.

From May of 1986 to June of 1988, Zester served as the President and CEO of Century Television Network, Ltd., Alexandria, Virginia. Zester served as the developer and marketer for CTN and was instrumental in successfully funding and directing three years of R&D for CTN.

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From April 1984 until December of 1989, Zester served as President and CEO of Job Security Research Foundation where he worked closely with Mrs. Hatfield in developing management and marketing training for the San Francisco Bay Area. During this time Zester and Marilyn co-authored the book “Job Security In a High-tech World.” Zester also founded and directed the financial planning company, United Family Benefits Corporation, during this same period of time.

Also, during this same time frame, Zester Hatfield also served as a general partner with Mrs. Hatfield in Owens Video Research & Development Fund and in Northern California Publication Investment Group, both of which were California Limited Partnerships.

December 1958 Zester received an Honorable Discharge from the Naval Air Force.

June of 1954 Zester graduated from the Niangua High School, Niangua, MO.


Marilyn J. HatfieldTreasurer–Controller

Missionary Experience:

Twelve years of full-time experience as a Missionary in Mexico, June 1961 – May 1974:

A. Co-Founded the “Hogar de Niños Emmanuel” children’s home in Juarez, Chih., Mexico, in 1961. The home is still a major institution in this border town under the able leadership of Josue Lopez Luna, a Mexican Christian national.

B. Co-Founded the private school, “Vicente Riva Palacio” in 1963. C. Co-Founded the local congregation, “Iglesia Cristiana Emmanuel del Pacto,” located in Juarez, Chih. Mexico, in 1961. She is still active as an Deaconess Emeritus in the congregation.

D. Marilyn organized and headed up the public relations office of the ministry and was directly responsible for all of the correspondence with supporters and for the travel requirements of Zester Hatfield, staff members and the hundreds of homeless children that the ministry sponsored into American homes for six week vacations each year for five years.

E. During the course of this fourteen year period (1961-1974?), Zester & Marilyn Hatfield were blessed of God with the ability, integrity and courage to seek out sponsors for this ministry. There were many people, also blessed with gifts of courage and integrity, that assisted them in opening doors to expose and promote the ministry. Marilyn was the key element in the

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communication required to manage this nationwide outreach. Zester was always the key-note speaker in all of the meetings and gatherings that Marilyn organized. This dynamic teamwork enabled and inspired by God was instrumental in raising over $6,000,000 dollars, in 2014 dollars, for the promotion and advancement of this powerful ministry in Mexico. The ministry is still moving ahead and growing to this day.

F. Please review the RIA website: www.reformationinaction.com for current updates on the Mexico ministry and other ministries that are also part of the RIA world outreach. Business Experience:

Marilyn Hatfield, Co-Founder of The Company, has served as a Director and the Treasurer of The Company since its incorporation. She has been active as a promoter of The Company in its organization, formation and incorporation and now serves as a Vice President of The Company. Mrs. Hatfield also has been active in the formation and management of other business enterprises.

From June 1990 - present, Marilyn has been the driving force behind the formation, organization, and development of Hatfield & Company, Inc., a Public Accounting service company. The Hatfield’s incorporated in December of 2001 as Z.H. & M.J. Hatfield and Company, Inc., of El Paso, Texas, a Texas corporation doing business as DBA: “Hatfield & Company.” Mrs. Hatfield has an Enrolled Agent status with the IRS since May, 1990. She has led Hatfield & Company in service under contract with tax attorney David Leeper of El Paso. Hatfield & Company presently serves 25-30 small to medium sized businesses with Marilyn as the account and accounting consultant for these businesses in El Paso, Texas, Las Cruces, New Mexico, Phoenix, Arizona, Lafayette Hill, Pennsylvania and Timberon, New Mexico.

October 2004 – May 2005, Marilyn served, in addition to her client responsibilities with Hatfield & Company, Inc., as the small business tax expert for Kreischer Miller of Horsham, PA.

From May of 1986 to June of 1988, Marilyn served as the Secretary and Treasurer of Century Television Network, Ltd. Mrs. Hatfield served as the Full Charge Comptroller for CTN and assisted The Company’s CPA with all of the in-house work needed to keep up with the two annual audits required by the SEC for those companies who are in preparation for going public.

From April 1984 until December of 1989, Marilyn served as the Secretary and Treasurer of Job Security Research Foundation where her areas of responsibility overlapped those of Mr. Hatfield as an assistant to him. From September 1984 until June 1988, Marilyn also served as the Secretary and Treasurer to H&M Publications, Inc. where her primary area of responsibility was to assist the president of The Company in operating the corporation. From November of 1982 through December 1986, Marilyn served as the Secretary and Treasurer of United Family Benefits Corporation.

Currently, Marilyn has just been elected to serve on the Board of Directors of the Timberon Water Sanitation District.

Board Members

Zester Hatfield, CEO/Chairman

Marilyn Hatfield, VP/Secretary

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David Lawrence, VP of Marketing/ Director

Daniel Lopez, Director, VP of Community Development

Greg Williams

Ami Williams

Advisory ConsultantsDavid Lawrence, National & International Marketing Director for Signature StructuresDaniel Lopez, Architect with SigtronicsGreg Williams, Kentucky Marriage ConsultantAmi Williams, Certified Copywriters Jay Otto, President of Ross IndustriesJim Dunham, Retired Math ProfessorVicky Dickerson, CEO of The Services Group LLC

New Management Team & Opportunities for The CompanyI. Introduction:

Zester Hatfield, Chairman of the Board and current CEO of The Company, invites all of those who become acquainted with this proposal to consider joining their talents and their strengths to this operation. We are looking for top quality leadership from within God’s men and women who are called to business, see value in this proposal and its potential future for their financial blessings and those we serve. The following is a list of the most important permanent positions we need to fill now, before The Company Phase III REIT-I Round of Funding.

Positions and services needed now during the Build-up of the Planned Aero Resort Estate Community Project before Phase I REIT-I, Phase II and Phase III rounds of funding are concluded.

A. Two new Board of Directors for The CompanyB. Advisory Board services in those areas that investors believe that they have

talents and gifts important to the success of this project. C. Consulting Positions:

a) Securities and investor contactsb) Bankingc) Legald) Public Relationse) Log Home design and constructionf) VLJ & Executive Jet Managed Community Services Development

D. Construction Company CEOE. Construction Company General ManagerF. Construction Company Field SupervisorG. Real Estate ManagerH. Real Estate Acquisition

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I. Building MaintenanceJ. Mechanical and Equipment Maintenance

II. Conclusion:

Without the detailed engineering survey work scheduled to be done in Phase II of the three Phase capitalization plan, there are many minute details that are not known. However, “H-”S”-Corp” has invested considerable time, money and talent in the planning of the entire project of over 12,000 acres. Also, in addition to this detailed planning and research there has been considerable accomplishment in new building designs and water development plans.

Please direct any question that you might have to Zester Hatfield. He will answer them and/or direct your question to the most appropriate person for your complete satisfaction.

Personal Email for Zester: [email protected]

Personal Cell Phone: 405-659-5144

PLAN VIEW of OUR WORLD CLASS FIVE STAR AIRPARK & Resort

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Legend of Important Elevations and Features for Plan View

LegendImportant building sites for special activities such as shopping

malls, train station, country clubs, hangars and other such areas are numbered in the following list.

Main real estate office ………………………………………….….…….1 Post Office and Maintenance Buildings…….………….….....…2 River Walk Condos...................................................3 Trash Disposal Area……………………………………………...….…...4 Marine Boat Slips………………………………………………………......5 Marine Outfitting and Shopping Area…………………………....6 Cemetery, Mausoleum and Carillon Area……………….…..…7 Main Country Club and Hotel…………………………………….....8 Main Shopping Mall and Strip Shopping area………….…..9 Train Station……………………………………………………………….…10 Main Air Terminal………………………………………………………....11 Executive Aircraft Parking…………………………………………...12 T-Hangar Area…………………….…………………………………….. 13 Aircraft Maintenance Hangar………………………………………14

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FBO and Pilot Training and Multipurpose Hangar……..15 Large Community Chapel and Youth Center……………..16 Fishing Ponds………………………………………………………….……17 Indoor Pool and Aquatic Center…………………………….……18 Skate Board Park…………………………………………………………19 Community Tennis Courts…………………………………….…….20 a.) Commercial Area Rendering Next to Courts …….20 Golf Club Pro-Shop and 19th Hole Bar/Restaurant.…..21 Water Wheel & Antique Mill…………………………………….….22 Train Yard and Repair Center………………………………….….23 Waterfall Pond and Park……………………………………………..23 River-walk Water Basin and Fountain………………………..24 High Sierra Train Trestle and Park……………………………..25

Elevations and Features

a) Large 700 Acre+ Lake has surface elevation of approximately 7,000 ft. MSL (Mean Sea Level)

b) Road at the south end of lake crossing in front of the dam is 6,750 ft. MSL

c) The lake is fed by a centuries old spring at approximately 8,000 ft. MSL.

d) Road entering project at the north end is at 7,000 ft. MSL

e) Runways: Shorter Runway is 6,500 ft long and the Longer Runway is 8,450 ft. long.

f) Short runway is at 6,900 ft. MSL at the north end and 6,800 ft. MSL at the 5,000ft. mark going south and increases to 7,000 ft. MSL at the south end.

g) Longer runway is at 7,025 ft. MSL at the north end and 7,025 ft. MSL at thesouth end of the runway.

Other Elements:

Railroad right-of-way in orange is 95 ft. wide allowing for two standard tracks of 56.5" wide and is at 7,100 ft. MSL on the north end and proceeds south afterthe Y intersection at 7,065 ft. MSL allowing for ample clearance for aircraft taxing to the runways.

The eighteen hole golf course to the west of the longer runway is at varying elevations ranging from 7,050 ft. MSL on the east side to 6,800 ft. MSL on the south and west sides.

Northwest of the 700+ acre lake is a large open area reserved for an addition eighteen hole golf course.

The dark blue areas on the plan are lakes.

The light blue areas are ponds or river.

The golf course area has eight large ponds and numerous high pressure fountains with landscaping and colored lights.

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The dark green areas is acreage for building sites, the size of each is yet to be determined.

The light green areas are parks or golf fairways.

There are three basic sizes to the lots. All lots located on standard width roads will be a minimum of three acres each.

Lot sizes located on roads designed for aircraft taxing are a minimum of five acres.The third size is anything purchased in multiples of the two previous sizes.

There are two roads that will be four lanes wide with divider islands in the middle. These two roads can be distinguished by their location along the larger runway and along the road to the damn in the south end of the project.

Commercial Area Located just south of the Community Tennis Courts

Conflicts of Interest

I. Expanded Leadership:

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With the establishment of an expanded leadership team for The Company and the subsequent sponsorship of the REIT-I with its three rounds of funding create a significant number of TRS-Taxable Subsidiaries plus the Construction Company. These interties present several opportunities for conflicts of interest.

Despite the appearance of “conflict of interest,” the sole purpose of this interrelated connectivity between business entities is for the purpose of both the efficiency of operations and the profitability to the Investors and to The Company as explained in detail below.

Each investor in this Phase I, Phase II, or Phase III rounds of funding through Private Offerings of Hybrid PCCP or Common Stock has a unique opportunity to serve at some level of the new management team. It will be realized from the close of Phase I through to the close of Phase III that there will have been many cross-over positions of management to balance on a daily basis. These conflicts will be fully disclosed in all three Investment Memorandums that are offered including the larger of the three, the national and international Private Public Offering of Hatfield Development REIT-III.

Investors in this Phase I Private Offering and all subsequent Private Offerings need to be made aware of all of these over lapping leadership positions. Any attempt to disguise such over laps is a criminal offense.

II. Investment Objectives and Criteria As stated above in other sections, the investment objectives and the criteria for everything The Company is proposing to do focuses entirely upon the successful sponsoring and launching of the complete Three Phase Capitalization plan. Ultimately the success of the (The Company Phase III REIT-I) and the inter-working relationship with RIA and its Mexican contacts and affiliates depend on this success.

Conversely to the facts of the risks involved with the complete Three Phase Plan, it is also undeniably true that even with only the success of Phase I, there will be a great increase in financial opportunities for all Hybrid PCCP Stockholders!

Each investor must consider the market realities and the practicality of these proposals within the light of real market forces with both current and future competition possibilities. Any major assumption that is made by the leadership team, developed as a product of this Private Offering, could become outdated or out-classed by current and future competition. In such an event an investor could lose all or part of the investment made.

For this and many other reasons, all investors in this Private Offering of Hybrid PCCP Stock by The Company should consider this investment to be of a high risk nature.

Management’s In-House Feasibility StudyFor

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The REIT-I with Phase I, II, & III OfferingsFrom 2004 – 2014 with Special Focus on TheThe Planned Airpark Resort Community

Real Estate Development Market

Management:

Zester Hatfield, Chairman and CEO of The Company. He has been a participant in General Aviation for over thirty years. His ratings include everything from private pilot to multi-engine commercial instrument flight instructor. In more recent years he has searched for the right opportunity to launch a major business enterprise that would specifically be positioned to work in conjunction with national and international needs. In the process the world has taken on a completely new view of life and our freedoms as Americans. We must now learn to factor in personal and family security in ways that would have been considered extreme only a few years ago. The Terrorist attacks on the World Trade Towers in Manhattan, on Sept 9th, 2001, and subsequent worldwide events have changed all of that.

Providentially, in parallel with these international and national events, there have been enormous breakthroughs in the technology needed to bring General Aviation into a whole new era and practicality. This new era brings with it the possibility of a life style for those who want their lives be in more freedom and more security than they could not have even conceived just ten years ago.

Specifically, for this proposal and for the real estate development and management goals of The Company to sponsor and successfully fund REIT I with three rounds of funding, Phase I, II & III, this new era in General Aviation brings into focus a very exceptional opportunity. The needs of many business executives and business owners, who already use aviation in the promotion and management of their business activities, can now provide their personal families with the security and mobility of Executive Jets from the new Gulfstream 650 to the Very Light Jets, such as the Cessna Mustang and the Embraer 100, the very finest within GA (General Aviation).

The security, travel and mobility revolution of this technological breakthrough opens the doors for a life style that can be enjoyed with personal security and freedom from many of life’s inconveniences. Those who can afford it can now demand that their home, their main source of travel their businesses and their lifestyle conveniences all be located within the same area. Ideally, the most desirable place to live is an upscale, state of the art location, enhanced by natural beauty. That location would combine modern airstrips, modern living facilities, natural beauty, and recreational facilities for different tastes, shopping, dining and more, all within the scope of a gated Aero Resort Estate Community with professional security.In 1999 Zester Hatfield discovered one of the most beautiful and secluded locations for just such an airpark and resort. The area is unique in that it is generally already prepared for up-grading to a five star subdivided and gated community. It has main water plumbing in 70% of the streets which needs some up-grading and it has a 5,000 foot runway which will be extended to 6,500 feet. It is surrounded by over a hundred acres of flat clear land which is nestled in a valley surrounded by pine covered mountains. In addition to this runway an additional runway is now designed, with proposed location parallel to the 6,500 foot runway that will be 8,450 feet long for larger executive jets. The Gulfstream 650 category and even Boeing 737-800 can be

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accommodated on the longer runway. This location has its own 18-hole golf course and in the new design there is an additional future 18 hole golf course situated near a 700 plus acre lake that is spring fed. There is a small river for developing a river walk that is longer, wider, more elegant and picturesque, than even the famous San Antonio River Walk. There are hundreds of acres of local park land set aside for development. For the occasional off texcursion, it is only a 15-20 minute private airplane ride to world class ski slopes, museums, casinos, native Indian crafts and curios. Plus there are horse racing, metropolitan night life and business centers.

More importantly, until others see the value and change the current unrealized economic and life changing possibilities represented in this unique mountain location, the property can be purchased for less than a development company could duplicate the streets, water, electrical and phone lines, that are already there. The early developers, in this case, did not have the vision or the design skills to even properly address this area, much less develop it to a five star status, for the High-End market and all that entails for the service and property management business.

It is the goal of the proposed The Company to become the dominate property owner of this location. It will own the airstrip, all of the surrounding land and as much of the remaining 9,000 acres as is possible. Everything is for sale at the right price! By purchasing much more land than is necessary for the Aero Resort and surrounding facilities. The Company will be able to extend the development to include: the large lake, the classic railroad tour and dinner train that you see in the current Project Plan View above. This broader purchasing plan will provide a greater increase in The Company Stock and benefit all of the investors.

The capitalization and planning by The Company is for five to ten acre estates that feature a log construction theme with state of the art classic log homes many will have attached airplane hangars. Shopping areas featuring small boutique stores, business centers with office space, workout facilities, indoor tennis courts, indoor swimming and water slides, horse riding stables with indoor exercise rinks, snack bars, four star restaurants, golf and country club, marinas with many lake activities including seaplane operations, botanical gardens, a four mile river walk with lush landscaping, scenic tours, and much more will all be within a short golf cart ride away.

The project plan calls for over one thousand five hundred high-end classic log homes. These homes will range in size from 4,000SF to over 10,000SF depending upon the lot size that range from three to over ten acres. All of these home sites are located within the total 9,000 acre project. All of the homes that feature attached hangars will have taxiways leading to and from the two runways.

Even the shopping center, mall, country club and hotel facilities will all be designed of log construction, post and beam with stone accents.

There is also a section of the property where we will use the same sized classic log homes as on the golf course fairways. This area will have lots, of a minimum 5 acres each. The whole theme is for log homes and log construction, in a very beautiful secluded mountain range covered in a variety of pine trees: mostly Ponderosa Pine but also some Piñón, Juniper and Long Needle Pine. Below is a gallery of photos and design concepts that will assist the serious investor to better grasp the size and scale of this unique world class Aero Resort Estate Community.The real estate development company that will employ this very skilled and special work force is The Company or more specifically the wholly owned TRS-Taxable REIT Subsidiary. The Construction Company is a TRS and will serve as the construction arm of The Company.

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We estimate that the dual Aero Resort sections of the project alone will top out at somewhere between 600 – 750 homes with attached hangars. The remaining building sites, although not situated on streets with taxiway accommodations to their wooded lots. All of these will have many expanded variations of the same log theme illustrated below. Needless to say, this five star Aero Resort Estate Community will serve as a show case for the style and type of log homes we choose to implement for many other individual home owners in the immediate mountain vicinity and general area. Other real estate properties are planned that will provide rental and lease income for the REIT as well as the enormous equity increases through the development activities.

Estimated World Market Niche for Aero Resort Estate Communities:

1. Business Expansion and High Financial Return in the Venture Capital Position:

HDC and the HDC REIT business platform is only now beginning what will prove to be a very long and expansive market penetration reaching into the Aero Resort Estate Communities market niche in every country where wealthy people own and fly Personal and Executive Jets. HDC has strong contacts in the following countries where many of these jet owners are concentrated.

Estimated AREC Estimated AREC Estimated AREC

1. USA 6 8. Canada 3 2. Mexico 3 9. Guatemala 1 15. Brazil 23. Peru 2 10. Argentina 1 16. England 34. Ireland 2 11. Germany3 17. France 25. Spain 3 12. Italy 2 18. East Africa 26. South Africa 3 13. South Korea 2 19. Japan 27. China 4 14. India 3 20. Singapore 1

The total estimated world-wide market niche for the Aero Resort Real Estate Development Business is:

45 Resorts X 2B = $90 Billion Dollars In Construction90 X 10 Reflecting Increased Amenities and Services = $900 Billion in Sales $900 Billion X .30% in annual cash flow = $270 Billion Estimated total market niche based on the current total delivered sales = $1.17 Trillion

Consequently, without considering the fact that all Personal and Executive delivered sales are projected upwards world-wide for the next decade, the total estimated world market niche by the end of 2015 is conservatively in the 3 – 5 Trillion Dollar range.

It will take more than two decades just to meet the need of the existing market demand and several more to catch up to the expected world-wide production of Personal and Executive Jet aircraft and the new owners that will be created. All of the current owners and the future owners either want something comparable to what HDC is developing or they soon will.

HDC is setting the standard and the pace. It seems only natural that once there is a more clear perception of the market niche and the economic impact that it holds there will be others who will enter this market.

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Currently, there are no others except for HDC who is actively pursuing this market, so far as their research can tell. However, it is possible that others have already decided to commit to answering the call of this market niche but simply have not been made public.

Each of the above listed countries represents a market need for from 1 – 6 Aero Resort Estate Communities. At an estimated average cost of $2,000,000,000.00 each the total estimated dollar value of this world market is Hugh!


Who Are the Future Owners, of These Beautiful Homes?

Accessibility, Accessibility, Accessibility:There is a new dynamic in the real estate business that few have ever perceived. It is “accessibility, accessibility, accessibility” and it is being driven by the new surge in General Aviation development. According to the Aviation Manufacturers & Business Association, by 2016 there will be 10,000 VLJs (Very Light Jets). These are smaller versions of the larger executive jets, such as the Gulfstream 650, currently flying the skies of America! These new Very Light Jets

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have a capacity for four to seven passengers and travel at speeds up to 500 mph. This is twice the speed of most twin engine piston driven air planes which were formerly the best options in this weight and payload category. Many of these new VLJs are being purchased by new charter companies but many more are being purchased by individuals and small business companies. Some of these companies include those who also specialize in short term leasing services that fly their clients planes to them when they need them thus eliminating the need to own house and maintain the plane themselves. This niche in the aviation business model is becoming more and more popular. There is every reason to believe that with the development of this new five star world class Aero Resort Estate Community many of those who use this method to access private jet travel will also want to purchase one of their dream homes here. With the new purchase of their custom build classic log home they will simply make this the point of destination for the delivery pilots when they ask for the plane.With this kind of independence and mobility the new generation of Personal Jet owners and pilots will demand second or third homes with all of the conveniences and facilities of their urban homes but located in rural private areas where they will enjoy more solitude and natural beauty. This new accessibility factor demands that present and future developers consider seriously what kind of local general aviation service and facilities are available within the countries they serve. Not all developments will provide homes with attached hangars. But this new dynamic in general aviation is already placing new demands for just such conveniences. This will only add to the possibilities for new world class five star Aero Resort Estate Communities and the expansion of many Air Parks already in service but lacking the scope and quality to qualify as a resort. Currently there are no five star Aero Resort communities like the one you are reading about in this Private Placement Memorandum. The “state of the art” current simple air parks in some cases are very nice and affords the owners with the opportunity to build very large expensive homes. However, none, you heard correctly, NONE have designed a complete gated resort community with all of the business and personal resort quality amenities that the new Personal Jet and Executive Jet owner and his family wants and needs to reach their ultimate dreams of life, love and business success! This project is the first!As planned, this Aero Resort Estate Community will be the crown jewel of Aero Resorts in America and will set the standard for all other Aero Resorts that The Company builds in this worldwide market. This first such airpark is one hour or less of flight time for a (VLJ) from many major metropolitan cities and even less time for the larger executive jets. The new very light and larger executive jet aircraft and business owners is no longer restricted to being based out of larger cities with large airports. The busy executive is no longer required to spend endless hours in his limo to get to his office or to home. Now he has the option to choose this Gated, Planned Five Star Aero Resort Estate Community instead.

New Life Style and New High Tech Business RealitiesTaking Family Life Styles & Their Businesses to New Heights of Quality

Living and working on crowded streets, in bad air, undesirable weather and a host of other inconveniences is no longer necessary for the modern General Aviation savvy business owners and their families have to suffer.

Zester & Marilyn Hatfield have owned three single engine airplanes over the years that were used for both business and pleasure, a Cessna 175, Cessna 182 and a Cessna T210. They currently have one available to rent for their accounting company Hatfield & Company, Inc.

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In January of 2002, Zester Hatfield drove to Garfield, NJ in response to a great desire of both he and Marilyn to be closer to their daughter Stephanie and her husband Keith. They had been told only a few short months before that they were expecting their seventh child. They all agreed that they wanted to spend the next five years closer together so that they could live the experience of the grandchildren and grandparents together. The one big catch was that they had never before experimented with a long distance approach to running their company, but the birth of this upcoming new grandson (Jacob) changed all of that!

Living the Experience Personally:

For five years, beginning in May of 2002, Zester and Marilyn conducted the Hatfield & Company, Inc. business from two thousand miles away. During this time they never lost a client and in fact gained some new ones. They learned the secret of long distance business management and know that although the face to face contact is important in our modern day business culture of communications, it is not necessary to have every day. In fact during that five year period they only visited their far away clients from one to two times each year.

On the eve of the five year commitment another child was born, Virginia. At that time the Hatfield’s moved back to the west and worked in Oklahoma City for a year. They then took a position with their son David his new sales department, as a Microsoft Certified Gold Certified Partner in the Dynamics GP accounting software division. They then took a position with their son David as National Sales Manager in his new sales department as a Microsoft Certified Gold Certified Partner in the Dynamics GP accounting software division.

In September of 2010 the Hatfield’s made their move to the mountains, no longer concerned about the long distance factor of business.

For those who want to know more. Yes, there was even another child born to Stephanie and Keith, Sophia August Rose Avellino. In all the Hatfield’s have 24 grandchildren and counting. Keith and Stephanie now have nine children, all theirs.

Since 2010 to the present, the Hatfield’s have enjoyed the unique benefits of living away from all of the common stresses and disappointments in our modern overcrowded cities. For years they had known about this place in the mountains and even purchased property there. But managing their accounting company out of a mountain community just seemed a bit too much to do at that time. They were concerned about how they would communicate with and service their clients. However, the love of family was the catalyst that broke the barrier. This breakthrough came many years before the planning of Hatfield Development Company, Inc. They now realized that they should have done it many years ago. With their example and leadership in the development phase of this three phase Private Stock Offering, they will be the catalyst for many business owners and their families to make the break from the enslaving environs of the major metropolitan cities around the world.

Not only are there great advances in the General Aviation world of private airplanes, but there is also a technological revolution taking place in the world of communication. These include everything from lap tops, PC’s, I-Pad’s, I-Phones, Micro Cell Towers, and more. The Hatfield’s now use all of these in managing their business from high in the mountains while enjoying the fresh air and the almost unbelievable forest and mountain landscapes. Inside of their offices, from a business standpoint, you would not know that you were not in a large city. The cell

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phones ring, the computers, printers and business conversation is moving at a normal pace for any modern business. The only difference is the smell of the air, the quietness that you can almost feel, the beautiful redwood stained deck just outside the windows, and the occasional beauty of a plane landing or taking off!

Oh, Yes, and did I mention the deer and other wildlife that come by to check out the humans that are living in their area. The Game Preserve qualities of this area make the local mule deer population almost seem like pets. Close to the office, there are often times when one can see as many as twenty deer grazing and cocking their beautiful heads around to keep watch. Some of the locals even provide corn for the deer and some, believe it or not, even hand feed the deer that come into their yards.

This new concept in family and business life style is creating a new reality for all of those individuals fortunate to have lived and worked within the power and convenience of private aviation!


The New Aviation Business RevolutionShining Light Where Shadows Once Were

Unknown to most, but easily accessible to all, is the fact that despite the down turn, in the general economy, nationally and worldwide, there is a resurgence in commercial and private aviation worldwide that is historically unprecedented. The following quotes from the latest aviation business news highlights this reality with amazing clarity and confirmation. This extraordinary economic and business breakthrough, in aviation, is not by accident nor is it in anyway associated with the current anemic so called “recovery.” The forces and the impetus moving this aviation revolution forward with such dramatic strength despite the obvious is primarily due to the technological advancements across the board in all sectors of aviation from the largest aircraft to the smallest.

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What appears to be a common misunderstanding among the greater majority of people, whether they are US citizens or citizens of any other country is that America, although the largest economy in the world is not the largest in all categories within the aviation manufacturing world. The USA, Brazil, France and England all hold leading positions in certain types of aircraft. Some countries lead in the military realm, others in the airline world and still others in the private jet world. But none hold the lead in all categories. What this means is that the economic revolution, in aviation, cuts a broad swath around the world touching directly or indirectly every country on the planet.

The latest technologies behind this revolution have been in the works for years, starting long before the worldwide economic turn down in 2008. Hatfield & Company, Inc. began their research in this area as early as January, 2004. It was at that time that management made the decision to pursue the design and development of Hatfield Development Company, Inc. specifically with the goal of becoming a major player in the unique and extremely dynamic worldwide aviation market demand for World class Five Star Personal and Business Aero Resort Communities.


The Luxury High-End Log Home in theGeneral Aviation Revolution

In the following report the interested Accredited Investor will discover a large segment of the driving force behind The Company’s confidence and vision relative to the worldwide market niche that is now rising up and identifying its self. The informed investor always seeks out those niche market opportunities where there is evidence of “Supply Times Velocity” indicating a new growth dynamic is in place. That is when the smart investor makes his/her move! These are the only really sound investments with dynamic growth potential. All too often, the not so well informed, investors are drawn into the idea that an investment opportunity only exists when the market in that area is showing great signs of growth and then they jump in. However, the truth is that the only investors who are really making money on that investment are the ones who recognize it because of its Supply Times Velocity identifiers. These investors get in the

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investment, ride it all the way to the top and then get out before the bubble breaks. The company believes that this bubble will not burst for at least 100 years.

The Supply Times Velocity numbers don’t lie. When supply (Supply) is down and the demand (Velocity) is strong, you know that if you invest in the vehicle that is supplying the demand there will be dynamic growth. In the example above, with the not so-well-informed investor, the supply has already reached its optimum and the apparent “growth” is only the representation of a bubble which is about to burst—investor beware!

In the case of the market niche, on which this investment is focused, the indicators are that—there is no bubble to burst—not for a long time. We are in the very beginning development of this national and world wide market niche for high-end, five star and world class Planned Community Aero Resort developments! Now is the time to do one’s research as The Company has done. The numbers are there. Those who are living their life within the high end culture, the citizens of the high income bracket, who can afford the luxuries that only the middle class dream about are moving dramatically into the life of the private jet. The irony is that they can go anywhere on the planet that they want to go. But the only places they cannot go is to their personal luxury classic log home in the mountains and park their light jet in the attached hangar, step inside and kiss their sweet wife or hug their children. Why, you ask? This leads us to the point of the numbers again. There are NO such places for them to go. There could be locations, but only if and when men and women with courage and vision recognize the opportunity and commit to fulfilling the demand. The Company has made that commitment.

This is not to say, that because The Company has seen the vision and has done the homework and research required for understanding it that they are guaranteed to make a fortune. No, but it does mean that The Company understands the worldwide market niche and is positioning itself to take the lead and to set the pace for all of those who desire to follow. The wealth created will be realized as the demand is met. It will come first and in larger amounts to those who offer the best product with the highest level of integrity, quality and service. The high-end culture will not be enticed by anything less! However, those who want to take advantage of this life style will have to take a number. As soon as those who are in the private jet culture find out that such beautiful places exist and are just waiting for them to bring their jet, set-up business and housekeeping, they will need one. The line is going to be very long for many years to come. The Company invites the serious investor to read carefully these reports and draw your own conclusions. If you agree with The Company that this is indeed a new worldwide market niche and that, if properly addressed, it will result in a very dynamic growth in sales and share value, then we congratulate you and we welcome you aboard.

Example of a Classic High-end log home:

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Example of a Round Log Home, With Chinks Visible Between the Logs"The Wall Street Journal-HOMES: June 27, 2013"

The Luxury Log Cabin"New rustic homes offer modern layouts—without Sacrificing

their nostalgic, woodsy appeal." Brie Williams for The Wall Street Journal

The rise of the high-end log cabin: so large, so luxurious and so loaded with amenities that Daniel Boone would hardly know where to hang his coonskin hat. Photo: Claudio Papapietro for The Wall Street Journal.William Raphael spent $12.5 million on his vacation log home in New York's Catskill Mountains. The 15,000-square-foot residence, completed in 2011, has six bedrooms with attached bathrooms and two half-baths. It includes a 3,600-square-foot playroom with a table shuffleboard, a Ping-Pong table, three hanging TVs, a media room and a bar. The great room has a 38-foot-tall tongue-and-groove ceiling, wide-plank, hand-hewn walnut floors and a 10-foot-wide fireplace. Despite its size, the spaces include rustic touches: The staircase railings still have bark on them and the treads are made of logs cut in half."I know it's going to be there for 100 years," says Mr. Raphael, a retired manufacturing executive who primarily lives in Ridgewood, N.J.To create his dream cabin, Mr. Raphael traveled the country, taking photographs of log lodges at a number of national parks because he was enamored with the architecture. He then met with

http://www.precisioncraft.com/photo-gallery/plog-content/images/handcrafted-log-homes/teton-springs-log-home/tetonsprings-front-ext2.jpg

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Jay Pohley, president of Pioneer Log Homes in Victor, Mont., and together, they came up with a design for the home, located in Windham, N.Y. The exterior features native stone and hand-peeled standing dead timber—trees that were killed by wildfire or disease and then harvested from their setting.

The Company ’s comment: (Just imagine, if William Raphael could have had the opportunity, to not only build and live in such a beautiful classic log home but to also have been able to do so in a uniquely designed and structured Aero Resort Resort with its own airport runway and a taxi way all the way to his new home. Wow, what a difference that would have made in his life style! He might have called it his primary place of business and residence instead of his “vacation cabin.”

Not only would this have been the best option possible for Raphael but it is this very option that will provide this wonderful opportunity for thousands of successful people to change their lives and the current sad circumstance of their business location and their lives in the crowded cities.

This is the option that will bring new hope and a life expanding experience to all who can break from the tradition of living in big cities, walled away in their brick and mortar homes in an attempt to escape the inevitable sad city outside their walls.)

Once an icon of humble Americana, evoking images of Abe Lincoln, log homes are becoming larger and more elaborate. This includes intricate truss work, expansive windows and even contemporary, curved elements. Instead of dark, low-slung cabins, homeowners are opting for airier lighter versions with open layouts. Advances in log-home building are driving luxury construction. The chinking, used to fill the gaps between logs, is commonly synthetic in the newer homes. The acrylic polymers adhere to wood better than the traditional sand-cement chinking, which pulled away from the wood as it expanded and contracted. This eliminates cold drafts, rain and bugs coming into the home. As Mr. Pohley puts it, "synthetic chinking saved our industry."Some builders also use logs reinforced with steel rods to minimize sagging, as the house settles over time—a common side effect of log homes. The technique also allows architects to create more complex designs.Builders are increasingly constructing what are called hybrid homes. These log homes incorporate traditional lumber framework with a veneer of half-logs, half-cut timbers or stone on the outside and inside. This method makes it easier to install electrical, plumbing and insulation in the home, says Ellis Nunn, an architect in Jackson Hole, Wyo. Mr. Nunn and his wife, Sharon, recently designed a 25,000-square-foot hybrid home for a client in Chattanooga, Tenn., with 10 bedrooms, 13 bathrooms, staff quarters, mood lighting and automated doggy doors. The 10-acre estate includes a log sports pavilion with tennis courts and an outdoor entertainment area where the owners host charity events, and a log guesthouse.Still, the downturn in the economy has put a dent in the log-cabin market in recent years. Murray Arnott, a log-home designer in Ontario, says he saw a steep drop in demand starting in 2009. And even with the real-estate rebound, log homes remain a niche market.Mr. Raphael put his log home on the market for $12.5 million a year and a half ago; it has already had a price drop and is now listed at $9.75 million. He says he "put his heart and soul" into the home, but now he's selling because he's ready to move on to another project.

John A. Burke Jr., a broker who sells homes in New York's Adirondacks, says there is a market for handcrafted log homes, albeit a small one. That results in more inventory than demand. "Log

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homes have so many unique characteristics that sometimes people say, 'Let's just build our own.' " Mr. Burke says that compounds the surplus.

The Company’s Comment: (Please notice the oxymoron in the above comments by the author, relative to the so called “down turn” in the log home market. You create an oxymoron when you mix both; “Advances in log-home building have also been driving luxury construction” and “Still, the downturn in the economy has put a dent in the log-cabin market in recent years.”

You can’t have it both ways. Yes, there is a down turn in the “standard log home” market, just as there is one, in the standard brick and mortar home. Yet, in the luxury log home market there is plenty of interest in the new and improved designs and materials that are now available to buyers and builders alike. It was never asked in this article, but certainly implied; "Who buys these luxury log homes?"

The simple answer is people with more money than the average middle class family. People who buy light executive jets and people who lease these same airplanes by the hour, pilot included, which we have mentioned before. These are the same people who will buy a lot and build a home in one of The Company’s world class Aero Resort Estate Communities. Only these people will fly their private jet home, park it in their attached hangar, step into the kitchen and hug their children. This is the energy behind the soon to be boom in high end, log, stone, brick and other building styles, not in general however, but specifically those that have the opportunity to do so within a world class, high end Aero Resort planned community, such as The Company is designing and building. This is the new opportunity, the new hope, for the all the Raphael’s of the world.

http://online.wsj.com/article/SB10001424127887323893504578559872245501026.html

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Jim McKinney's nearly 7,000-square-foot vacation home in Jackson, Wyo. The cost was about $3 million to build.

Jim McKinney, an investment banker in Chicago, worked with PFB Corp.'s PFB.T 0.00% Precision Craft Log & Timber Homes in Meridian, Idaho, on his nearly 7,000-square-foot vacation home in Jackson Hole, Wyo. The cost was about $3 million. By using steel-reinforced logs, Mr. McKinney was able to get a 27-foot-wide floor-to-ceiling window framed between cedar logs. This gave him sweeping views of the Grand Tetons in his great room. "It looks like the trees are coming out of the ground," Mr. McKinney says of the logs that hold the window."I wanted it to be really, really old looking," says Mr. McKinney, who built a master bath with wood reclaimed from Old Faithful Lodge at Yellowstone National Park and hung a "Bath 25¢" sign outside the steam shower. He had the walnut floors on the main floor hand-scraped and the granite countertops in the kitchen torched and sandblasted to make them look rough. Finishing touches include a wood-paneled icebox, silver dollars imprinted in the bar with an old brass cash register sitting on top and a great room that has an 18-foot canoe perched in the corner.

Building a luxury log home takes about six to eight months longer than a traditional timber-framed home and costs 20% to 40% more because of the labor involved in hand-crafting elements of the home. Typically, the bark is hand-peeled off the logs with a drawknife to give it a rustic, uneven look. Logs often are notched, another time-consuming

task, so the corners can be fitted together.Delivery costs typically comprise 2% of the overall project cost because most handcrafted log-homes are constructed on a factory or logging site and then disassembled and numbered for shipping. For a $5 million log home recently completed in the mountains of Cyprus, Jim Banner of Precision Craft estimates the fees for 25; 40-foot-long shipping containers cost about $100,000.Prices for logs have increased in the past five years, in part, because fewer mills are logging. At the same time, the amount of standing dead timber that is available is increasing as forest fires and infestations such as pine-beetle kill become more prevalent. This has kept prices from rising faster, Mr. Pohley says.The most popular type of log used is the Douglas fir because of its strength, lodge pole pines are about 10% to 20% cheaper. Other high-end choices include Western red cedar and Engelmann spruce.

n64 Bedroom in Judy Carpenter's log cabin

There are unexpected challenges. For example, Judith Carpenter was asked to decide the placement of every light switch and electrical outlet before her 9,000-square-foot farmhouse in Norwood, N.C., was completed in 2008. Unlike homes with Sheetrock over wall studs, it's hard to cut openings in the logs and pull wiring through after the home has been assembled. Five years later, Ms. Carpenter says there are one or two places where she wished she had put in outlets—particularly in the bedrooms.Ms. Carpenter, a former state champion in trap shooting, runs the

property as a retreat that includes trap shooting, a tilapia farm and a soon-to-come shrimp farm. The $3 million main home has three bedrooms and six bathrooms. The home also has a downstairs game room with a pool table, home theater and nearly 1,000 square feet of outdoor porches. Ms. Carpenter wanted a log cabin because it stands apart from the brick- and vinyl-sided homes in the area. "It's unlike anything else around here," she says. Log cabins can stand the test of time, lasting a century or more, with regular maintenance. Builders say most log homes should be restained every three to five years to prevent sun damage and rechinked as needed to prevent air infiltration. Mr. McKinney, the Jackson Hole homeowner, is currently rechinking and touching up a few spots that have been worn down from the sun and from the sprinklers hitting the home even though it is only a couple of years old.

The Company’s Comment: (There are concerns mentioned in the segment above that need to be addressed.) First: The delivery cost is correctly stated, but when your builder/developer is committed to build only in the midst of nature’s most beautifully forested areas, except in certain areas of the world where such is not available. Something is missing here. In this first development project of The Company, there is the advantage of having access to a natural stand of the first cousin to the Douglas Fir, the Ponderosa. The Ponderosa will bring memoires to the older set of the TV Series: “Ponderosa.”The Ponderosa pine is a very stately tall hard pine with good color and durability. The reality is that these logs will be harvested in near-by country and milled on The Project. There is no long haul delivery to be made. They are already here.Second: The Douglas fir is the most popular but, in the case of this first development project of The Company, it is more practical to use the Ponderosa. However, that is not to say that clients are limited in the type of log they can order. Our clients will have access to all the logs of the world. Third: Old chinking methods were a maintenance problem, as in the case of Mr. McKinney, who is chinking some of his logs after only two years. This is only because, for some reason, he has not had access to the correct way to maintain his log home. There is a log wash that keeps the water stain off of the logs and there is the new chinking material that is made of polymers that do not crack or separate from the logs.)

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Some log-cabin homeowners invoke nostalgia and childhood fantasies in their designs. Race-car driver Tony Stewart recently completed a more-than-15,000-square-foot home with six bedrooms and 12 bathrooms in Columbus, Ind. It is reminiscent of Bass Pro Shops, a company that is one of his sponsors and that uses the same supplier of logs in Mr. Stewart's home according to people familiar with the project. The residence has a 1,600-cubic-foot aquarium, two trout ponds and a two-lane bowling alley according to a brochure by the home's builder. A lower level includes a game room and two racing display cases plus an actual Indianapolis 500 car which hangs on the wall. Mr. Stewart declined to comment but people familiar with the project say the home is, as one person put it, "a far cry from a cabin."In the end, Mr. Raphael hopes his passion for his log home rubs off on potential buyers. He has enjoyed spending Christmas there, inviting friends over to play ping pong in the game room and gather in the kitchen to watch hockey games while food is prepped."Sometimes, I live there for weeks on end," Mr. Raphael says. "It's a great place to have hot chocolate and burn a fire."

CEO’s Planned Family Residence and Marketing Center forOur Exclusive Log Home Manufacturer

The Hennessey House, a Cedar Log home: 7,500 square feet of space for both central office, living quarters for the CEO’s family and model home. The lower level accommodates a large parking area with park landscaping. The lower level also serves as a Central Marketing Center for four distinct log home manufactures to show off

four different model homes, all built by the General Contractor, Hatfield Development Company, Inc.

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Entrance Level for the CEO’s Family and guests.ICON OF PIONEER LIFE:

Scandinavians were the first settlers to bring log cabins to America in the 1630s, according to research by the late historian C.A. Weslager. The cabins became a symbol for pioneers because they could be constructed quickly. Log-home popularity increased in the 1880s as settlers swept westward. They experienced another revival in the 1930s when President Franklin Roosevelt's Civilian Conservation Corps was deployed to build lodges for the National Parks Service after the Depression.

Log homes have earned a recurring role in popular culture. Here is a sample:

Abraham Lincoln's Birthplace

In February 1809, Lincoln was born in a log cabin on his family's Sinking Spring Farm in Kentucky about 60 miles from Louisville. He lived there for two years until his family moved down the road to Knob Creek Farm where he lived in another log cabin until he was 7 years old. When Lincoln's family moved to Indiana, they built another log cabin.

Warp Up:

In closing, it is important that Management not fail to give the dollars and cents perspective of the potential and intended economic benefit that this unique “one of a kind” Planned Aero Resort Estate Community brings to all who will invest. The following is Management’s perspective and commitment to those who join with The Company in their impact on this worldwide economic niche.

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Understanding REIT Formation and Operations

Item I

Forming and Operating a Real Estate Investment Trust:

The following generally summarizes some of the basic tax law requirements applicable to REITs. These rules are complex, and the following is only a general summary. In order to qualify as a REIT, an entity must meet a number of organizational, operational, distribution, and compliance requirements. If the REIT satisfies these requirements, it will be entitled to deduct any dividends paid from its taxable income. A REIT that distributes 100% of its taxable income will have no federal income tax liability. Although state tax laws relating to REITs vary, most states with an income-based tax regime follow the federal law and permit a REIT a "dividends paid deduction."

1. Organizational:

A REIT must be formed in one of the 50 states or District of Columbia as an entity taxable for federal purposes as a corporation. It must be governed by directors or trustees, and its Shares must be transferable. Beginning with its second taxable year, a REIT must meet two ownership tests: it must have at least 100 different shareholders (the "100 Shareholder Test"), and 5 or

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fewer individuals cannot own more than 50% of the value of the REIT's Stock during the last half of its taxable year (the "5/50 Test"). These ownership requirements generally mean that the REIT structure is not a good choice for a closely held family business. A number of "look through" rules currently apply when determining whether the REIT meets the 5/50 Test.

In an attempt to ensure compliance with these tests, most REITs include percentage ownership limitations in their organizational documents. For example, many REITs do not permit any one shareholder to own more than at most 9.9% of a REIT's Stock without a waiver by the REIT's board of directors. Because of the need to have 100 shareholders and the complexity of both of these tests, general legal, and tax and securities law advice are strongly recommended prior to beginning the process of forming a REIT. 2. Operational: The REIT must satisfy two annual income tests and a number of quarterly asset tests that are designed to ensure that the majority of the REIT's income and assets are derived from real estate sources.

Annually, at least 75% of the REIT's gross income must be from real estate-related income such as rents from real property and interest on obligations secured by mortgages on real property. Additionally, 95% of the REIT's gross income must be from the above-listed sources, but can also include other passive forms of income such as dividends and interest from non-real estate sources (like bank deposit interest). As a result of these rules, no more than 5% of a REIT's income can be from non-qualifying sources, such as from service fees or a non-real estate business. A REIT can own up to 100% of the Stock of a "taxable REIT subsidiary" ("TRS"), a corporation with which a REIT makes a joint election that can earn such income.Quarterly, at least 75% of a REIT's assets must consist of real estate assets such as real property or loans secured by real property. Although a REIT can own up to 100% of a TRS, a REIT cannot own, directly or indirectly, more than 10% of the voting securities of any corporation other than another REIT, TRS or accredited REIT subsidiary ("QRS"), a wholly-owned subsidiary of the REIT whose assets and income are considered owned by the REIT for tax purposes. Nor can a REIT own Stock in a corporation (other than a REIT, TRS or QRS) the value of whose Stock comprises more than 5% of a REIT's assets. Finally, the value of the Stock of all of a REIT's TRSs cannot comprise more than 20% of the value of the REIT's assets. 3. Distribution: In order to qualify as a REIT, generally, the REIT must distribute at least 90% of the sum of its taxable income. To the extent that the REIT retains income, it must pay tax on suchincome just like any other corporation. 4. Compliance: In order to qualify as a REIT, a company must make a REIT election. The REIT election is made by filing an income tax return on Form 1120-REIT. Because this form is not due until, at the earliest, March 15th following the end of the REIT's last tax year, the REIT does not make its election until after the end of its first year (or part-year) as a REIT. Nevertheless, if it desires to qualify as a REIT for that year, it must meet the various REIT tests during that year (with the exception of the 100 Shareholder Test and the 5/50 Test, both of which must be met beginning with the REIT's second taxable year.) Additionally, the REIT annually must mail letters to its shareholders of record requesting details of beneficial ownership of Shares. Significant monetary penalties will apply to a REIT that fails to mail these letters on a timely basis.

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Disclaimer:Please note that the discussion set forth above is for informational purposes only and is not intended to constitute legal or tax advice. Because the formation and operation of a REIT involves many complex legal, securities, tax and accounting rules, we strongly advise you to seek professional advice from competent attorneys, accountants, and other advisors prior to beginning the process of forming a REIT. Since we are not providing legal advice through this Web site, you should not rely upon any information contained herein for any purpose without seeking legal and/or tax and accounting advice from a duly licensed attorney or tax practitioner. COPYRIGHT © 2006 - -National Association of Real Estate Investment Trust Private Parts: Potential Pitfalls For Private REITs (April 28, 1998) By: Tony M. Edwards

5. REIT structure has upside for Donahue:

"We don't have the ongoing compliance expense that public companies must pay."

Bryan McGowan, executive vice president, CFO, Donahue Schriber

“Tired of seeking capital on a project-by-project basis as a private developer, but not willing to face the quarter-to-quarter pressure associated with public ownership, officials at Newport Beach, Calif.-based Donahue Schriber simply decided to marry the best of both worlds: They organized as a private real estate investment trust (REIT) in the form of an umbrella partnership

(UPREIT) early last year.

As the executive vice president and CFO of Donahue Schriber, Bryan McGowan has been instrumental in helping his company make the often complicated transition to the REIT format. He is responsible for overseeing all finance and accounting functions within Schriber and its affiliates. Prior to joining Donahue Schriber Mr. McGowan was senior vice president for the corporate finance real estate division of Bank of America. He held a similar position with Security Pacific before its acquisition by Bank of

America.

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Bryan McGowan

What led you to consider structuring as an UPREIT? “One of the reasons we chose to go this route is that a number of our shareholders are institutional investors, including pension funds, and we felt that the REIT format and corporate structure was a format that was acceptable to the institutional marketplace. It's also very tax-efficient. There are other vehicles, such as limited liability companies, but there's not the body of corporate law and tax law yet in place to give the pension funds the level of comfort that REITs do.”

“What advantage do private REITs have over the public REITs that are so popular today?

“There are a couple of them, the principal one being that as a private company you are not under the same short-term mentality that dominates the thinking of public companies, such as quarter-to-quarter performance measures. Sometimes that can force you into making short-term decisions that are potentially detrimental to your long-term success.

“As an example, we have a strategic partnership with a public company that's a home builder. From time to time we will purchase retail from them in their master-planned communities. Because they're public, they tend to manage their quarterly earnings, so if they have a quarter in which they need to record a sale, we have in the past accommodated them by making that purchase at a very advantageous price for us at the end of those quarters. We're indifferent, but it really helped them manage their earnings, and in the end it worked to our benefit because we were able to get a better price.

“How else have you benefited?

“Another thing that helps you as a private [company] is the lower costs associated with it. While we do issue Stock, and are governed by certain regulations that the SEC has in place, we don't have the ongoing compliance expense that public companies must pay. Depending on the public company, probably the minimum annual compliance cost is almost $1 million by the time you add up publishing costs and other related expenses.

“What advantages does this structure give you over a traditional private company?

“What it gives us, being a private REIT vs. a private company or a partnership, is we have an ongoing investment vehicle entity that allows us to raise financing at the entity level. For example, if you are a private developer, you may need financing for every project you do, which is very inefficient. As a hybrid entity, we arrange our financing at the entity level, so we have a large line of credit that we can use for any project we deem worthy. Not only does this give us more flexibility, it also gives us better pricing in terms of financing. There are significant advantages to do it at the entity level instead of project by project. When you first decided to go this route, Dan Donahue [company chairman] described the structure as 'having your cake and eating it too.' Have you found this to be true?

“That was always our goal, to take the best of the private world, and marry that with the best of the public world. The good thing about REIT ownership is that it has structured a discipline on the industry, which in turn provides institutional investors with a fairly standardized investment package. We already have the structure in place; we have a board of directors and annual meetings, so we run ourselves as if we were a public company, which gives comfort to

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institutional investors. Conversely, being private has allowed us to better achieve our long-term goals without worrying about the next quarter.

“How difficult is it to make such a transition?

“To me the biggest challenge has been that as a private REIT of moderate size, we have a fairly traditional reporting system, which has its good points and bad points. On one hand, our operations can be compared against our peer group in the public market, which is good because you can measure yourself against your peers. On the other hand, it's bad because your peers are being priced daily; they do have short-term pressure, so they sometimes have short-term results that may look better than you do. If there's one disadvantage, it's the fact that you're being compared on a report card but you're being judged on a different class.

“We are positioning ourselves for more of an intermediate-term investment horizon. In the public arena, there are many, many excellent companies out there, but they're scored every day and every hour.

“Does that make it difficult for a private REIT to measure up?

If we make an investment that helps a strategic partner, such as the scenario with the home builder I discussed earlier, and buy land today that we won't bring into production for maybe 12 months, we have to carry that on our balance sheet. But in the end we get a far better return for doing so. We may look bad in the first 12 months, but we'll look stellar in the second 12 months. Overall, we think it's better for real estate to look at a little longer investment horizon just because of the nature of the business.

“Why haven't more companies gone this route? I'd have to say it's less efficient to raise capital. The public market is probably the most efficient in that it has established distribution channels. We are a little more restricted in our ability to raise capital in comparison. It's a much more lengthy process.

“Can you offer any advice to other privates considering this structure?

“The most important advice I would give is to get your house in order. Make sure the liquidity, the discipline and the reporting are in place. Before you do that, however, make sure that your culture is compatible to a more structured environment. If you are a true cowboy, maybe you'll make a lot of money, but institutional investors want a level of structure and reporting that can be very demanding. If that chafes with your operating style you may want to go in another direction.

“Is going public an option to consider a few years down the line?

“We don't have an absolute deadline, but that is our ultimate goal, to go public either by an IPO [initial public Private Offering ] or a merger with a public company. At this point of time in our life-cycle as a company, we have a number of projects in the works that are probably best suited for a private company, but down the road that could change. How does this format make you more attractive for a merger or an IPO? We already have all the infrastructure in place: We're already a REIT, we've accredited as a REIT, and we have the track record of operating as a REIT. Because of those factors, if we decided to do an IPO, it wouldn't be like flipping a switch, but we wouldn't have to change

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The Basics of REITsWhat is a REIT?

A REIT is a company that mainly owns, and in most cases, operates income-producing real estate such as apartments, shopping centers, offices, hotels and warehouses. Some REITs also engage in financing real estate. The Shares of many REITs are traded on major Stock exchanges.

To qualify as a REIT, a company must have most of its assets and income tied to real estate investment and must distribute at least 90 percent of its taxable income to its shareholders annually. A company that qualifies as a REIT is permitted to deduct dividends paid to its shareholders from its corporate taxable income. As a result, most REITs remit at least 100 percent of their taxable income to their shareholders and therefore owe no corporate tax. Taxes are paid by shareholders on the dividends received and any capital gains. Most states honor this federal treatment and also do not require REITs to pay state income tax. Like other businesses, but unlike partnerships, a REIT cannot pass any tax losses through to its investors.Why were REITs created?

Congress created REITs in 1960 to make investments in large-scale, income-producing real estate accessible to average investors. Congress decided that a way for average investors to invest in large-scale commercial properties was the same way they invest in other industries — through the purchase of equity. In the same way shareholders benefit by owning Stocks of other corporations, the Stockholders of a REIT earn a pro-rata share of the economic benefits that are derived from the production of income through commercial real estate ownership. REITs offer distinct advantages for investors: portfolio diversification, strong and reliable dividends, liquidity, solid long-term performance and transparency.

How does a company qualify as a REIT?

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In order for a company to qualify as a REIT, it must comply with certain provisions within the Internal Revenue Code. As required by the Tax Code, a REIT must:

Be an entity that is taxable as a corporation Be managed by a board of directors or trustees Have Shares that are fully transferable Have a minimum of 100 shareholders Have no more than 50 percent of its Shares held by five or fewer individuals during the last

half of the taxable year Invest at least 75 percent of its total assets in real estate assets Derive at least 75 percent of its gross income from rents from real property or interest on

mortgages financing real property Have no more than 25 percent of its assets consist of Stock in taxable REIT subsidiaries Pay annually at least 90 percent of its taxable income in the form of shareholder dividends

How many REITs are there?

As of Jan. 1, 2012, there were 166 REITs registered with the Securities and Exchange Commission in the United States that trade on one of the major Stock exchanges — the majority on the New York Stock Exchange. These REITs have a combined equity market capitalization of $579 billion.

Additionally, there are REITs that are registered with the SEC but are not publicly traded, and REITs that are not registered with the SEC or traded on a Stock exchange. Internal Revenue Service shows that there are about 1,100 U.S. REITs that have filed tax returns.

What Types of REITs are there?

The REIT industry has a diverse profile, which offers many investment opportunities. REITs often are classified in one of two categories: equity or mortgage.

Equity REITs:

Equity REITs mostly own and operate income-producing real estate. They increasingly have become real estate operating companies engaged in a wide range of real estate activities, including leasing, maintenance and development of real property and tenant services. One major distinction between REITs and other real estate companies is that a REIT must acquire and develop its properties primarily to operate them as part of its own portfolio rather than to resell them once they are developed.

Mortgage REITs:

Mortgage REITs mostly lend money directly to real estate owners and operators or extend credit indirectly through the acquisition of loans or mortgage-backed securities. Today's mortgage REITs generally extend mortgage credit only on existing properties. Many mortgage REITs also manage their interest rate and credit risks using securitized mortgage investments, dynamic hedging techniques and other accepted derivative strategies.

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Who manages a REIT?

Like other publicly traded companies, a REIT's executive management team operates The Company, deciding what properties it will own and manage. Management's decisions are overseen by a board of directors that is responsible to the shareholders. As with other corporations, REIT directors are typically well-known and respected members of the real estate, business and professional communities. Many of today's REITs became public companies within the past 15 to 20 years, often transforming to public ownership what previously had been private enterprises. In many cases, the majority owners of these private enterprises became the senior officers of the REIT and contributed their ownership positions to the REIT.

What types of properties do REITs own and manage?

REITs own and manage a variety of property types: shopping centers, health care facilities, apartments, warehouses, office buildings, hotels and others. Most REITs specialize in one property type only, such as shopping malls, timberlands, data centers or self-storage facilities.

Some REITs invest throughout the country or in some cases, throughout the world. Others specialize in one region only, or even in a single metropolitan area.

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How are REITs different from partnerships?

REITs are not partnerships. Most publicly traded REITs are vertically integrated real estate companies that develop, own and actively manage commercial real estate. Shares in these companies are traded, the same as other Stocks, on major exchanges, providing complete liquidity and market pricing. Publicly traded REITs are subject to the same financial disclosure requirements as other publicly traded companies. Independent corporate governance consultants have rated the REIT industry's governance among the best of all U.S. industry groups.

http://www.reit.com/portals/0/Data-Research/Slide-REIT-property-type.pdf

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How do REITs use partnerships?

Like other industries, the real estate industry, including REITs, often uses partnerships to co-venture with others. In addition, REITs are typically structured in one of three ways: the traditional REIT, the umbrella partnership REIT (UPREIT) and the DownREIT.

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A traditional REIT is one that owns its assets directly rather than through an operating partnership.

In the typical UPREIT, a REIT partners with others, and the partnership is termed the "operating partnership." In return for their respective contributions, the REIT as well as the other partners receives interests in the operating partnership called operating partnership units (OP units). The REIT typically is the general partner and the majority owner of the OP units. For the partners contributing property to the operating partnership, any capital gain tax liability is deferred until such time as the OP units are converted into common Shares of the REIT.

After a period of time (often one year), the non-REIT partners may enjoy the same liquidity of the REIT shareholders by tendering their units for either cash or REIT Shares (at the option of the REIT or operating partnership). This conversion may result in the partners incurring the tax liability that had been deferred at the UPREIT's formation. However, the unit holders may tender their units over a period of time, thereby spreading out such tax. In addition, when a partner holds the units until death, the estate tax rules operate in such a way as to provide that the beneficiaries may tender the units for cash or REIT Shares without paying income taxes.

Private Equity Real Estate Fundraising Nearly Triples in Second Quarter

7/2/2013 | By Carisa Chappell

Fundraising for private equity real estate investment more than doubled in the second quarter of 2013 from the previous quarter, according to the latest data released by alternative assets research firm Preqin.

The firm noted in its July 1 report that between the 33 closed-end private real estate funds that held final closes in the second quarter had raised $17.3 billion. This represented a significant increase on the $6 billion raised in the first quarter which marked a 10-year low for private real estate fundraising.

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“The second quarter of 2013 has seen increasing momentum in the private equity real estate fundraising market, with the capital raised in the quarter increasing by 188 percent,” said Andrew Moylan, head of real assets products for Preqin.

Another positive sign for the fundraising market in the second quarter, according to Moylan, was that $16.1 billion were raised toward the targets of 51 funds that held interim closes. These are closes in which the accounting records to determine the fund’s position are closed prior to that fund’s final closing.

Moylan also pointed out that the amount of time spent on the market by funds has decreased. Funds that closed in the first half of 2013 spent an average of 18.7 months in the fundraising market, a decrease from the average of 19.2 months taken by funds that closed in 2012.

Preqin data indicate that there are currently 446 private real estate funds in the market, targeting aggregate commitments of $168 billion. Moylan said that while the number of funds in the market has increased by just 12 from the first quarter, the aggregate target amount of funds on the road has gone up by $12 billion.

“Investor appetite for the asset class continues to improve. However, the fundraising market remains extremely competitive.” Moylan said. “The aggregate target of funds on the road has increased from $156 billion at the start of the second quarter of 2013 to $168 billion at the beginning of the third quarter of 2013.”

North American-focused funds raised the most capital with 26 receiving aggregate commitments of $15.3 billion. Three Europe-focused funds raised $8 billion, and four funds focused on Asia raised $1.2 billion.

A DownREIT is structured much like an UPREIT, but the REIT owns and operates properties other than its interest in a controlled partnership that owns and operates separate properties.


Characteristics of Publicly Traded, Non-Exchange

Traded and Private REITs:

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Comparison Chart

Commercial Real Estate Will Remain Attractive to Investors

Professor Says 6/28/2013

Dan French, director of The Smith Institute of Real Estate at the University of Missouri, joined REIT.com for a video interview in Chicago at REIT Week 2013: NAREIT’s Investor Forum.

French described which fields of the real estate industry his students are most interested in studying and some of the most common misconceptions that they have regarding the industry.

“I think that probably the most common goal of our students is to get into the commercial real estate industry,” he said. “Probably the common misconception among students is that the real

http://www.reit.com/Videos/Commercial-Real-Estate-Will-Remain-Attractive-to-Investors-Professor-Says.aspx

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estate industry is sales. Of course that’s an important part of it, but just like the banking industry is not just commercial loan officer and teller, there are many things involved in the industry.”

“French shared his research findings related to the most pressing issues pertaining to real estate and corporate governance.

“We’ve looked at the relationship between a strong mission statement and leverage,” he said. “You might expect that a company with a strong mission statement would be trusted more by potential lenders, and so we might expect to see a strong positive relationship between debt and a strong mission statement, and that is exactly what we find for REITs. Those REITs that have stronger statements are able to go to the markets and borrow more money.”

“French also shared his opinion on whether commercial real estate will continue to be an attractive asset class for investors.

“I do think it will continue to be an asset class that is popular—it’s certainly popular among our students,” he said. “Our Smith Institute of Real Estate Forum, which we held just last month—we had Kenneth Langone, the founder of Home Depot as our guest speaker. We had over 400 students and 165 professionals attending. Certainly real estate is cyclical, and the interest in it is cyclical, but it seems that every cycle builds on the previous one, and I see that continuing on for the intermediate future.”


Very Light Jets Take

General Aviation World by Storm

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Consider these recent developments in General Aviation

THE VLJ RACE BIGINSonda Has a New Aviation Division and Enters the Market With a Winning Seven Passenger Design, the HondaJet. The Honda Corporation is well known as a successful and innovative manufacturer and engineering company. Honda is the largest and most successful newcomer to the VLJ market. They have topped the competition with the largest, fastest and most efficient VLJ of all. This seven passenger personal jet is destined to set sales and travel records worldwide.

The Company Management believes that several of the larger Airparks destined to be built in the USA will attract a sales and maintenance center from one of these major players. When you have a concentration of 25 – 50 VLJ’s based in one location along with a large number of other General Aviation aircraft, you have a natural location for a sales and maintenance center.

Piper Aircraft is the announced contractor to manage and handle the maintenance of the Honda Jet. Piper also has their own entry into the market, the Piper Jet, which is a single engine smaller VLJ, not expected to create adverse competition for the Honda Jet.

It is expected that there will be Honda Jets and Piper Jets of the VLJ category based in the future Aero Resort Estate Community The Company is proposing for their future development project. The Company will do all in its power to bring a Piper Sales and Maintenance Center to the project as part of a local Fixed Based Operator, FBO. This would allow sales and maintenance of both the Honda Jet and the Piper Jet.

May 22, 2013

Honda Motor Co. Will boost staffing at its aircraft unit by as much as 50 percent as it expands production of the new HondaJet to about 90 a year to compete with business-jet makers Cessna and Embraer SA. (EMBR300) Honda Aircraft Co. will add 300 to 400 staff in the coming years to the 800 already employed in development and production of the $4.5 million plane that can seat as many as seven, Michimasa Fujino, chief Executive officer of the Greensboro, North Carolina-based unit, said in an interview in Geneva. "The plane should gain regulatory approval late next year," he said. First HondaJet deliveries have slipped a year on delays with the HF120 turbofan engine built by a joint venture of General Electric Co. (GE) and Honda and the engine is now due to gain regulatory approval by year’s end. Several HondaJets are flying, although trials to win the U.S. Federal Aviation Administration’s approval will only commence once the motor has been endorsed. “We are using this time to optimize the production processes so the initial ramp-up will be much better,” Fujino said at the Ebace business-aviation expo. “It is similar to an automobile line.”

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Building of the first customer airplane with its over-wing-mounted engines to reduce noise has already started and a handful should be completed next year, Fujino said. The first operators will be in the U.S., and Europe could follow soon after, he said. Larger Cabin Honda is competing for sales with established manufacturers such as Textron Inc.’s (TXT) Cessna, the largest builder of business jets, and Brazil’s Embraer. Fujino said the HondaJet’s engine arrangement allows for a larger cabin than rivals all other VLJs plus greater fuel efficiency.Honda Aircraft, which has booked more than 100 plane orders, remains optimistic about the market evolution. “The annual growth rate in business jet demand is steadily increasing,” Fujino said. “If you look at the next 10 years, we have a good trend.”

To contact the reporter on this story: Robert Wall in London at [email protected] To contact the editor responsible for this story: Benedikt Kammel at [email protected]

Eclipse Aviation: Eclipse Aviation's E500

Thursday, July 27, 2006; Posted on Aviation Business: 10:31 a.m. EDT (14:31 GMT)Eclipse Aviation expects its E500s to be used as air taxis or flying limousines for corporate travelers.

Eclipse Aviation's E500 will be the first "very light jet," or VLJ, to receive a provisional certification by the Federal Aviation Administration. Thousands more are expected to take wing over the next decade.

The Revolution Expands:

The announcement, at the Air Venture Air Show in Oshkosh, Wisconsin, is one of the biggest things to happen to general aviation in years. Acting Transportation Secretary Maria Cino traveled to the state to make the announcement. "These planes have clearly captured the public's imagination," said Ed Bolen, president of the National Business Aviation Association.The NBAA defines VLJs as single-pilot jets that weigh 10,000 pounds (4500 kilograms) or less. They generally have two engines, five or six passenger seats, automated cockpits and cost half as much as the most inexpensive business jet now in service.

Six other very light jets are in the process of being certified by the FAA.Honda Motor Co. announced Tuesday at Oshkosh that it will start accepting orders for another VLJ, the HondaJet, this fall.

(Since this announcement Honda Jet has received over 200 orders, all with large deposits. They are scheduled to make their first deliveries in late 2014.)

The FAA officially predicts that 4,500 VLJs will be in service 10 years from now (2004) which means by our current year 2014. Actually the number is larger than 4,500. FAA chief Marion Blakey has called that a conservative estimate. Eclipse alone has orders for nearly 2,500 of the little jets. Since this account we have had the 2008 crash and many of these orders had to be

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delayed. But the Eclipse model is back at full speed now and deliveries are being made every week.

The big question surrounding VLJs is who will use them and where they will fly?Vern Raburn, the founder of Albuquerque-based Eclipse Aviation Corp., predicts VLJs will be used as air taxis: for-hire limousines-with-wings that will take off and land at thousands of small airports. Businesspeople, he says, will be attracted to them because they will get where they need to go faster and with less hassle than on a commercial flight—and cheaper than on a chartered business jet.

VLJs can land on runways as short as 3,000 feet (900 meters), compared with the 6,000 (1,200 meters) or 7,000 feet (2,000 meters) required by most executive jets now being flown. The FAA says there are more than 5,000 small, underused airports in the United States.

In The Company’s current project both runways are longer than (1,200 meters) and will accommodate the larger executive jets as well as the smaller VLJs.

D-Jet Expands The EnvelopeDiamond Aircraft has flight-tested its D-Jet up to the design limit of 25,000 feet altitude and has flown as fast as 280 knots, The Company said on Tuesday. "We are very pleased to have expanded the envelope in such a short time. The aircraft is a joy to fly, smooth, verystable and with all systems functioning perfectly," said CEO Christian Dries, who is also on the test-pilot team. "The aircraft is doing everything we are expecting of it." In a series of flight tests last week, the speed and altitude envelope was progressively expanded from the previously flown 170 knots and 12,000 feet. See it at Air Venture Oshkosh 2006. The five-place D-Jet is powered by the FADEC-controlled Williams FJ33 turbine and equipped with Garmin all-glass flight deck and autopilot. It will make an appearance at Oshkosh on Wednesday, July 26, taking just a few hours for a briefing and a flight demo before getting back to work.

The Cessna Citation Mustang Enters the Race

Thursday, July 27, 2006; Posted: 10:31 a.m. EDT (14:31 GMT)

It's been years in the making, but the race between very light jet (VLJ) manufacturers will soon be at high speed. That's if Eclipse and Cessna have anything to say about it. Cessna has finished function and reliability (F&R) flight testing on its forthcoming Citation Mustang VLJ, which The Company maintains is "the last step before gaining type certification from the FAA."

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“We have essentially completed the majority of our certification issues and expect to wrap things up with the F&R program, keeping us on schedule for TC as predicted four years ago when we launched the program. Not only will we meet FAR Part 23 requirements, we’ll also meet a number of the Part 25 commuter aircraft requirements regarding takeoff and landing performance,” said Jon Carr, Citation Mustang project engineer.

Although Cessna is uniformly thought to have the type certification process down to a fine science, Eclipse is finding that final certification details to be more time consuming than it may have originally thought. Eclipse said on July 27 that it "expects to receive the full type certification for the Eclipse 500 by August 30th that will allow day/night, Visual Flight Rules (VFR)/Instrument Flight Rules (IFR), single-pilot and Reduced Vertical Separation Minimums (RVSM) operations throughout the complete operating envelope." Not included in Eclipse's new paperwork will be known-icing certification, however. The vast majority of the FAA-imposed restrictions on the Eclipse 500 involve software, and not the airframe or its equipment.

Everyone's "On Track"For Cessna, Carr said its Mustang type certificate will include approval for single-pilot operation, day/night operations, visual and instrument flight rules (VFR/IFR), and operations in reduced vertical separation minimum (RVSM) airspace -- same as Eclipse. In fact, Cessna is being forced to say its Citation Mustang "will be one of the first new aircraft certified

with" certain features, instead of the first. Like Eclipse, Cessna maintains the Citation Mustang remains "on track" for certification in the fourth quarter of 2006.With a nod to difficulties engine manufacturer Pratt & Whitney Canada has experienced,

Carr added, "final certification for the engine and FADEC from Transport Canada and the FAA is expected soon." (We wouldn't be a bit surprised to learn Cessna is burning the midnight oil in an

attempt to beat that target and get its FAA paperwork by Sept. 30, the end of 2006's third quarter.) Meanwhile, Cessna says it has some 19 aircraft already in production at its facilities in Independence, Kan., and Columbus, Ga.

Now certified in 47 countries, the Citation Mustang became the first of a new category of entry-level jets to achieve full certification from the Federal Aviation Administration (September 2006) and the European Aviation Safety Agency (May 2007). Cessna delivered 45 Citation Mustangs in 2007 and the fleet has accumulated more than 10,500 hours. Currently, as of 2013 Cessna is delivery approximately 8-10 Mustangs per week. Think of it, that’s 100 new light executive jet owners per year. All of whom will NOT be able to fly their newly acquired private jet to their classic log home, with attached hangar, park in their home and kiss their sweetheart. That is not until The Company notifies them of their new and exciting opportunity for a new life and a new place in Mother Nature’s beauty!

Industry Leaders Speak Out:

Jet Assess Aviation Announces Sizeable Fleet Expansion: June 23, 2013

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According to Jack E. Lambert, Jr. President of Jet Access Aviation, “We are excited to have been noted as one of the fastest growing aviation businesses in the United States. The team at Jet Access Aviation has more than doubled our fleet in the last six months and has several more substantial additions in the foreseeable future. I am proud to be at the helm of this great expansion.”

Jet Access Aviation, building on a 30 year foundation of proven industry leadership, specializes in providing door-to-door concierge service to anywhere in the world. Jet Access Aviation believes that if they take the time to listen to you and your specific travel requirements they will be able to exceed your expectations, delivering your clients to their destination ahead of schedule while maintaining a keen focus on their comfort and privacy. Aiming for excellence, Jet Access' focus is on positive client interactions, building lasting relationships and anticipating your every need. Jet Access Aviation wants to earn your business, one flight at a time.

With business operations located in Florida, Kentucky, Maine and Wyoming and with a future West Coast expansion in the works Jet Access Aviation is poised to handle any request. With a solid superior infrastructure already in place, Jet Access Aviation is able to offer single source charter solutions, turnkey management, and specialized acquisition and liquidation assistance. Building on proven framework, with complete transparency, Jet Access is able to provide cost effective solutions to the private aviation industry’s most demanding challenges.

Being a groundbreaking leader in private aviation safety empowers Jet Access Aviation to become your single source for private jet charters. From esteemed Management overseeing every aspect of your charter, to a highly trained and dedicated team of pilots, your peace of mind is guaranteed on every flight. At Jet Access Aviation their unwavering dedication to your safety is demonstrated by our rigorous training programs, meticulous maintenance and superior infrastructure.

“We are overwhelmed by the lasting partnerships and relationships we are creating within the charter industry. We understand that we are only as strong as the operators and brokers that put their trust in us every day. A sincere thank you for choosing; Jet Access Aviation!” -Jack E. Lambert, Jr.

Royal Jet Executes First-Ever Intercontinental Intensive Care Patient

Transfer: June 23, 2013.

Abu Dhabi-based Royal Jet partnered with Epitop Medical (Munich) to provide the first intercontinental transfer of a patient connected to a heart-lung machine. The 26-year old male patient was scheduled to receive an emergency heart transplant in Chicago.A team of German cardiologists led by Dr. Amir Movahed Parasta, together with doctors from the German Heart Center Munich and an intensive care nurse, flew the patient on a specially modified Royal Jet BBJ 737 from Dubai to Chicago on April 30th after four days of intense preparation. Logistical support for the mission was provided by The Abu Dhabi Health Authority.

“Using the BBJ reduced the amount of technical stops required for a transatlantic flight to the minimum of one stop in Glasgow, UK. The flight was completed in 21 hours,” said Shane O’Hare, President & CEO, Royal Jet. “This is another first in a long list of over 1,600 medevac missions we have carried out.”Royal Jet is a proud Wyvern Wingman.G650 Arrives in Paris with Three New City-Pair Records: June 23, 2012

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The Gulfstream G650 demonstration aircraft landed at Paris-le Bourget Airport for the 50th annual Paris Air Show with three new city-pair records on its résumé: Savannah to Paris, Nice to São Paulo and Las Vegas to Madrid.The records are pending confirmation by the National Aeronautic Association (NAA).The most significant record was a 3,899-nm (7,221 km) sprint between Savannah and Paris that broke a record held for 25 years by the Gulfstream GIV. The G650, with three crew members and five passengers on board, accomplished the flight from Savannah-Hilton Head International Airport to Paris-le Bourget in 7 hours and 12 minutes, shaving more than an hour off the GIV’s time of 8 hours and 16 minutes. The aircraft flew at an average speed of Mach 0.90.“This record demonstrates the G650’s tremendous speed and range,” said Scott Neal, senior vice president, Sales and Marketing, Gulfstream. “It also speaks to the capabilities of the GIV, which handily held that record for a quarter of a century, evidence that the aircraft was ahead of its time in terms of technology, innovation, speed and range.”Nice – São PauloThe Savannah-Paris record follows two others pending confirmation with the NAA. The ultra large-cabin, ultra-long-range G650 took off from the Cote D’Azure Airport in Nice, France, at 11:21 a.m. local time on May 26 with three passengers and four crew members on board. Its average speed for the 5,527-nm (10,236 km) trip was Mach 0.90, with cruising altitudes reaching as high as 47,000 feet (14,326 m). The aircraft landed in São Paulo, Brazil, at 5:31 p.m. local time for a total flight time of 11 hours and 10 minutes.“This record highlights a very important city pair for our customers in South America who regularly travel to Europe,” Neal said. “Our customers have been excited to learn of the dramatic time savings that the G650, flying at Mach 0.90 between the two continents, will provide for them.”Las Vegas – MadridThree weeks earlier, the aircraft accomplished a similar feat between Las Vegas and Madrid, making the 4,940-nm (9,149 km) journey in 9 hours and 14 minutes. The aircraft left McCarran International Airport in Las Vegas at 11:16 p.m. local time on May 8. It arrived at Madrid-Barajas Airport in Spain at 5:30 p.m. local time the next day, averaging Mach 0.90.“Each of the records was extraordinary in its own right and shows our customers that the G650 is a superlative aircraft that will help them achieve more, regardless of the mission,” Neal said. The G650 demonstrator, which entered service in January 2013, has visited 75 cities in 27 countries as of May 31. It has flown 334 hours, covering more than 142,900 nm (264,651 km). The G650 has a maximum range of 7,000 nautical miles (12,964 km) at Mach 0.85, enabling longer intercontinental flights in less time than current ultra-long-range business jets. Its range at Mach 0.90 is 6,000 nm (11,112 km). Its max speed is Mach 0.925.June 21st, 2013VistaJet Expands Fleet with Challenger 350 Jet [Press Releases], Posted on 18 June

2013, 05:09 Challenger 350HIGHLIGHTS:Redefined cabin experience with groundbreaking aesthetic and ergonomic advances3,200nm at Mach 0.80 cruise speed with 8 passengers (225lb per pax)*Larger windows, flat floor convenience and cabin width matching ultra-long-range aircraft. Industry leading time-to-climb and available steep approach capability

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and Winglet redesign that increases aerodynamic efficiency. Direct operating costs to rival midsize aircraft, unmatched reliability and flawless execution.

VistaJet, an exclusive operator of Bombardier business aircraft, has placed firm orders for 20 Challenger 350 jets and options for an additional 20.

The transaction for the firm aircraft order is valued at approximately $518m US based on 2013 list prices. If all the options are exercised, the total order value is approx. $1.035bn. Deliveries for the Challenger 350 aircraft, launched last May, will begin in mid-2014.“Following a historic Global aircraft order late last year, we are very proud that VistaJet has once again chosen to partner with Bombardier for their fleet expansion needs. Our newly launched Challenger 350 jet will be an excellent complement to their existing fleet of Bombardier aircraft,” said Steve Ridolfi, President of Bombardier Business Aircraft. “The Challenger 350 jet’s superior performance, new cabin and best-in-class operating costs will further support VistaJet’s global expansion and mission to offer the ultimate business jet family across the world.”

“VistaJet leads the industry, in private jet aircraft, offering the world’s most modern fleet of large cabin jets. We now expand this strategy by adding the newest super-midsize aircraft to our existing fleet of Global and Challenger aircraft,” said Thomas Flohr, Founder and Chairman of VistaJet. “Having personally participated in the focus groups that led to the Challenger 350 jet’s conception, I am confident that this aircraft will deliver the comfort, technology and range that our customers rely on when flying with VistaJet.

“Our Think Global strategy and commitment to provide point-to-point global coverage includes providing the best aircraft option for our customers’ intercontinental and transcontinental travel needs, always with guaranteed availability.”

Featuring a jump seat for the cabin hostess and a cabin divider privacy curtain, the VistaJet Challenger 350 aircraft configuration mirrors the high standard and privacy of its larger counterparts within the fleet. The Challenger 350 jet is equipped with the latest cabin management system, including features such as in flight Internet access via WIFI, a modern business suite and trim panel speakers for the ultimate in flight sound.

On November 27, 2012, VistaJet placed the largest business aircraft order in Bombardier’s history with orders for up to 142 Global business jets, which includes firm orders for 56 Global jets and options for a another 86 Global jets at a 2012 U.S. list price value of more than $7.8bn, if all options are exercised. The value of the firm order is approximately $3.1bn at 2012 list prices. VistaJet is a proud Wyvern Wingman.

Meridian Receives Awards at NBAA Regional Forum: On Thursday, June 6, 2013, Meridian, the private aviation company based at Teterboro Airport (TEB), was one of the many companies exhibiting at the NBAA Regional Forum at Westchester County Airport (HPN) in White Plains, NY. Meridian sent eleven associates to represent all areas of Meridian including its FBO, Air Charter, Aircraft Management, and Aircraft Maintenance businesses. In addition to exhibiting at this important Greater New York event, Meridian proudly accepted two prestigious awards for its outstanding safety record and customer service in the aviation industry.

The first award was presented to Meridian Air Charter in recognition for completion of the WYVERN Standard onsite audit. While Meridian had achieved WYVERN Wingman status in 1998 (as Million Air Teterboro), The Company was formally presented a Wingman Operator award and

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membership kit by WYVERN representatives at the White Plains event. WYVERN Wingman operators voluntarily undergo WYVERN audits to support their Wingman status. Once the audit is complete, Wingman operators provide data to WYVERN’s risk assessment system so that each individual flight can be evaluated. The data provided is checked to ensure that each flight meets all governing regulatory requirements as well as WYVERN’s higher standard for flight times and training intervals. The award was formally presented by Lynn Summers of WYVERN, and given to Mike Moore and Dan Govatos of Meridian, who accepted it on behalf of Meridian Air Charter and the entire company.

The second award was presented to Meridian Teterboro in recognition for its #1 ranking among Top 50 US FBOs in the 2013 Pilots’ Choice Awards by FltPlan.com. This was the fourth year in a row that Meridian Teterboro has landed the top spot in this pilot survey. This year, pilots who participated in the survey cast more votes than ever. In fact, there were 37% more ballots cast this year than in 2012. With over 120,000 active pilots on its site, FltPlan.com represents over 65% of all business aviation. The award was formally presented by Sarah Wilson of FltPlan.com, and given to Anthony Banome of Meridian, who accepted it on behalf of the FBO and the entire company.

NBAA Business Aviation Regional Forums are day-long learning and peer networking venues designed to meet the needs of regional business aviation communities, and to provide an introduction to local leaders interested in learning more about the industry. The Regional Forums incorporate exhibits, static displays of aircraft and education sessions into one-day events located across the country to help introduce business aviation to local officials and prospective owners and operators, and to help address the issues of the day in the regions.

The White Plains Forum drew more than 2,000 attendees and featured more than 120 exhibitors and nearly 30 aircraft on Static Display. Business aviation supports $613 million annually in local economic activity, in sectors ranging from business, manufacturing and tourism, as well as provides approximately 6,300 jobs.

The next NBAA Business Aviation Regional Forum is set for July 11, 2013, in Denver, CO. Meridian will be exhibiting at the Denver event, and it is also planning to feature a Falcon 900EX Easy, one of its nineteen charter aircraft, on the static display.

Private Jets by CIELO Aviation: June 23, 2013:

CIELO Aviation manages, operates and has access to an extensive range of aircraft from the world’s leading manufacturers. Whether you want a turboprop, a light jet or a long-range execuliner, (Sp?) we provide what you need. They are meticulously chosen to meet the highest standards of safety, design and luxury.

Our extensive fleet is available day and night, all year round; we can have you on board in as little as two hours from your initial call.

This illustrates the most common aircraft to be found on the market, divided by category, from turboprops to long range execuliner.

Brazil’s extraordinary contribution:

http://www.embraerexecutivejets.com/

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The Phenom 300

The Phenom 300 has a

66 ft³ aft baggage compartment with best in class Easy access. Aft baggage compartment heating is optional .

A fully enclosed externally serviced chemical lavatory is standard in Phenom 300. Natural light comes into the lavatory from two large windows which is unique in its class. The lavatory has a standard storage space belted toilet certified for takeoff and landing. The lavatory sink replaces lavatory storage. The

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interior highlights intelligent design. The Phenom 300 features the best pressurization in class (6,600 ft. max) and seats with recline and full movement capability for all seats. Cabin temperature is controlled by VIP seat.

Standard lavatory pocket door

The Phenom 100Embraer, as we mentioned above, is a Brazilian company and is one of the leading producers and marketers world wide of this new aviation economic revolution. Their product is sold to small, medium and large business owners for personal and business use. We expect to see a good representation of their products setting on the plane ramp or tucked into their owners attached hangar on their beautiful classic log home, here in this project. New Personal Jet Announced by Cirrus:

Written by Sherpa Report Staff Thursday, 05 July 2007 10:44 Cirrus Design has taken the initial wraps off its long expected small jet. This single engine plane, dubbed "the-jet", will have seating for up to 5 adults and 2 children.

According to a report in the Wall St Journal (subscription required) more than 180 pilots have put down a $100,000 (refundable) deposit to make sure that they are in line to get the new plane. If you're interested in signing up, there's a form on the cirrus website.

The-jet is targeted for certification in 2010 and will have a range of about 1,000 nautical miles and a cruising speed around 300 knots. Just like it's propeller driven Cirrus brethren, the jet will have a built in emergency parachute. The price is expected to be

about $1m, which is lower than the price of the very light jets which are starting to come to market.

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The Latest Report On Cirrus Aircraft Corp. June, 2013Cirrus Aircraft Climbs To Post-Recession Heights—New Jet & Chinese Investment

The great recession has been tough on light aircraft manufacturers. Deliveries of single-engine piston planes have plunged from 2,097 in 2007 to just 817 last year, according to the General Aviation Manufacturers Association.

Cirrus SR22 In Flight Source/Cirrus Aircraft

“It’s been a brutal couple of years,” says Dale Klapmeier, Cirrus Aircraft CEO, “But as bad as we had it, we probably had it better than a lot of companies in this industry.”

"Five Hours by Car vs. 90 Minutes by Private Plane" Says Matthew Stibbe.

Private Aviation for the Rest of Us Matthew Stibbe Contributor

Generation 5:

“Cirrus Aircraft customers are showing an enthusiasm for our new airplanes, especially Generation 5, that we have not seen in quite a while”, says Patrick Waddick, President and COO of Cirrus Aircraft.

I fly an older version of Cirrus’s SR22 and the new version offers several attractive improvements, including the addition of a fifth certified seat and an increase in the certified gross weight to 3,600 lbs. (1,633 kg) – enough to carry a lot more fuel or an extra person.

The Company says the new upgrade achieves the long-cherished goal of carrying four passengers and full fuel. This is an important usability factor. In the older models, with four people in the plane, I was always having to do careful weight, balance and fuel load calculations to ensure it was within legal limits. Carefree loading and the ability to just fill the tanks full is a real benefit for pilots.

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http://www.forbes.com/sites/matthewstibbe/2011/11/20/car_vs_plan/

http://www.forbes.com/sites/matthewstibbe/2011/12/08/light-aircraft-fractional-ownership/

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Cirrus SF50 Prototype Cirrus Aircraft Cirrus’s Vision SF50 JetBesides the existing SR20 and SR22 models, Cirrus has been developing a single-engine jet, the Vision SF50. Priced at around $2m, the five seat plane promises to reopen the VLJ (very light jet) market and offer a viable alternative to more expensive turboprops and entry level business jets. But it’s been a long road and The Company doesn’t expect to begin certification flight testing until 2014.

All this investment costs money and, absent the booming sales of the 90s and early 2000s, Cirrus has been forced to turn to overseas investment to fund the on-going investment. China Aviation Industry General Aircraft Co., Ltd. (CAIGA) bought The Company in 2011 for US $210m.

Klapmeier notes the difference in outlook between Chinese and US investors: “They’re not looking for an investment today and a return tomorrow. They are looking for a much larger return in the long term.”

Planes are good for business:

“In tough times, politicians like to blame all the world’s problems on people who have money,” says Klapmeier, “That’s what I really struggle with because general aviation is extremely productive. I don’t understand how a business succeeds without an airplane.”Entrepreneurs like John Alston use a Cirrus SR22 to save time visiting customers. “It’s a kind of time machine,” he says. With the rise of fractional ownership schemes for Cirrus aircraft, such as AirShares Elite, the cost of aircraft ownership is potentially much lower than the $479,900 SR22 sticker price suggests.

The Current and Proposed Working

Relationship BetweenThe Company & a Three Phase Capitalization Plan

REIT-I, Phase I, II & III Rounds of Funding

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A For-Profit Company

And

The (RIA) Reformation In Action Corp: a Non-Profit CompanyWhereas the RIA mission plan includes the services of training nationals and internationals in areas of many diverse vocational abilities, they are committed to contracting with Hatfield Construction Company, Inc., a wholly owned subsidiary of Hatfield Development Company, Inc. The Hatfield Construction Company, Inc. will be providing the following:

1. The construction expertise and revenue generating opportunity that is unique to most of the surrounding areas.

2. The construction expertise and revenue generating operations particular to the development of the Aero Park Resort Estate Community and surrounding resort facilities within the project and in areas such as the Cloudcroft vicinity, the Ruidoso vicinity and the Ski Apache vicinity.

3. The service of providing Mexican and other third world young married men and women with both classroom and on the job training and income possibilities as students in the Reformation University, located on the Property. Thus, the University provides for the student’s education and income opportunities to cover their expenses while training. The student’s goal is to be private business owners and native community leaders within their own native countries with RIA in country supervision.

4. The service of establishing real estate sales and marketing for the general area and other typical areas where The Company will prevail in similar construction and real estate development.

RIA brings The Company many advantages:

Zester and Marilyn Hatfield own property in the area of the Project where the Native Missionary Training Center is being planned. Zester Hatfield currently holds an inactive Commercial Contractors License. But, when active he designed and built several projects in these mountains. For many years the Hatfield’s have had a vision a bible based professional education center for business ownership training, ”Reformation University,” for young men and women from Mexico and other third world countries. That vision is referred to as (BAM), Business As Mission. It has taken much experience and considerable work to bring this great opportunity, of a Joint Venture between these entities, which will allow them to function as a dynamic example of Business as Mission.

The center will provide both a training and practical application opportunity for all of these young third world couples (no singles) who want to be trained in all the skills necessary for establishing their own private businesses in their native countries. RIA has many contacts in Mexico, Central America, Kenya and China who are working with them to open the doors necessary for discovering who these individuals are and where they live. As an example, RIA has held City-Wide breakfast meetings with 50-60 Mexican Pastors to share with them their opportunity to be a blessing to their areas through this international effort. RIA will sponsor the qualifying individuals into the US under student R–Religious Visas. This requires the sponsorship of their

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local Christian congregation and the US founded 501c3 non-profit organization, such as Reformation In Action Corp. The students will enter a four year training program for professional skills including everything from construction, finance, accounting, and general business management, computer applications, Bible, community and family development. These students, ranging from 20 – 35 years of age, will provide the labor base that The Company will need to engage in the real estate development plans for this Project. The students will earn the money to pay for their schooling and also create a capital account, which will be matched by The Company to use in the establishment of their new businesses when they return to their local communities in their native countries.The Company, with the international assistance of RIA working together, will accomplish in this vast mountain area what no other entity or group of entities have ever been able to do. Through RIA the young men and women who will form the basis for the skilled labor pool from the professional training acquired at the Reformation University center combined with the construction leadership of The Company the real estate development, in the outlying areas that surround the Project, will find new solutions.The young trainees will be able to work 20 – 30 hours per week under their student visas and will be compensated at 1.5 to 2.0 times minimum wages, commensurate with the skills required to professionally perform their tasks. From these revenues they will pay for their instruction, living and housing costs and will receive a 25% bonus from The Company of their gross earnings into a capital account for their eventual return to their home communities where they will continue to receive spiritual, economic, business and personal mentoring, within country RIA supervision. Additional work opportunities prevail throughout the area. The young men and women will have additional opportunity to find employment in areas where they can gain personal experience for later use in their home communities. With the possibility to supply skilled and semi-skilled labor form individuals of high moral and Christian integrity, there are few if any commercial outlets that would refuse them work. For example, there are many opportunities unfulfilled in areas such as lumbering, forest preservation through private companies, supervisory and management for small companies owned by The Company, plus home maintenance and service jobs untold.

For a more in-depth study about Reformation In Action you may click on:

www.ReformationInAction.com

Exhibit VIITo Whom It May Concern:

Zester H Hatfield and his wife Marilyn J. Hatfield hereby declare their commitment to invest as much of the Hatfield Estate as is possible, to fulfill the requirements set forth, in the Phase II Private Placement Memorandum, of $350,000,000.00.

Signed this day of July 1, 2013:

_____________________________________ __________________________________ Zester H. Hatfield Marilyn J. Hatfield

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Exhibit VIII

Commitment to Investors:

The purpose and clearly stated goal of this Private Placement Memorandum is to sell the Preferred Stock being offered. Yet, within that scope and the focus of that goal, also lies the following legal contractually stated goal, to exercise all of the powers and privileges allowed, under the REIT security laws and GAAP rules and practices.

In keeping with this statement, The Company contractually states unequivocally, to all the Phase I investors, that the Operational Style will cut no corners in favor of any individual in management, at any level, that commits or participates, in any transaction, that inures exclusively to the benefit of those involved, to the exclusion of the investors.




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Exhibit IX

Five Year Proforma Accounting:

In the Exhibit Section there are Estimated Financial Statements for each of the three phases, in addition to the five years of Accounting that will illustrate the sum total of all expected and projected profit sharing, represented in the net income from the above sales, services and fee operations. The net amount estimated to be distributed to the Phase I Preferred Shareholders, still holding their Shares, will be clearly indicated.

It is critical for the serious investor to take the time to read these Estimated Financial Statements and the Proforma Accounting calculations, in order to grasp more clearly, the scope and magnitude of this investment. It is true that NO Proforma calculation ever comes true, in its entirety. The fluid characteristics of all business enterprises skew the final results, of any and all Proforma calculations, yet they do provide a basis from which to further examine the investment.




Exhibit X

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Income Streams:

Within the scope of The Company operations there is a variety of income streams. There is a breakdown for each of the following commissions and fees. The Company, as the sole owner of the wholly owned TRS-Taxable Subsidiaries which are managing the services and activities involved, receives a portion and the individuals responsible for the sale or service also receives a portion. The Company portion is what constitutes the net income from which the investors receive a pro-rata distribution of 25% of the net profits of these operations. The Company does this not as a requirement of law, but rather as a response to their commitment to Investor Profitability.

This Phase I commitment to profit sharing is in addition to the fixed asset interest dividend of 7%. Phase II accredited investors will also participate in this profit sharing benefit. The difference between the two should be obvious. Phase I investors receive both the 7% fixed income dividend and the 25% pro-rata profit distribution plus many other benefits listed in this Memorandum. Plus they also receive 20% of the 3% annual Management Fee paid to The Company. The Phase II investors have started off their investment with The Company with less risk, therefore they do not receive any fixed income dividend, other than what is mandated for all REITS to distribute from their net income. However, all Phase II investors do participate in the 25% pro-rata profit distribution.

Note: (The fees and commissions mentioned below are separate from the main income of the REIT!)

The main income, other than interest paid on deposited funds, is the lease payments paid by all the companies who contract with the REIT to do their business on REIT holdings and properties. These Companies as such are construction companies, hotel chains, restaurant chains, country club management companies, golf club management companies, fitness center management companies and a host of other retail service outlets. The REIT receives these lease funds and manages the contracts and pays all of the REIT staff and expenses related to their management. It is the net income from these lease payments that is required to be 95% distributed to all of the REIT shareholders. The commissions and fees listed below are not part of the regular REIT income, as it goes directly to the wholly owned TRS-Taxable Subsidiaries, which are standalone autonomous companies. However, the REIT shareholders will participate in the 25% profit sharing distribution. Hopefully, with this explanation all three Phase investors can appreciate The Company’s management style of commitment to investor profitability and the commitment to avoid all conflict of interest issues.




Exhibit XIThe final Rule 506(c):

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Non-Exclusive List of Methods to Verify Accredited Status of Natural Persons

The final Rule 506(c) adds a non-exclusive list of methods for verifying the accredited investor status of natural persons:

· Income: Review IRS forms that report income (e.g., W-2, Schedule K-1, Form 1040) for the two (2) most recent years, and obtain a written representation that the person has a reasonable expectation of reaching the same income level in the current year.

· Net worth: Review documentation, dated within the prior three (3) months, showing assets (e.g., bank statements, brokerage statements, appraisal reports) and liabilities (e.g., a credit report), as well as a written representation from the person that all liabilities necessary to make the net worth determination have been disclosed.

· Written confirmation: Obtain a written confirmation from registered broker-dealer, SEC-registered investment adviser, licensed attorney, or CPA that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the last three (3) months and has determined that such purchaser is an accredited investor.

· Pre-Rule 506(c) accredited investors: for a natural person who invested in an issuer’s 506(b) offering prior to the effective date of new Rule 506(c) and invests in a subsequent Rule 506(c) offering conducted by the same issuer, obtain a certification from such person that he or she qualifies as an accredited investor (rationale is that a pre-existing relationship exists between issuer and purchaser).

Reasonable Steps to Verify Accredited Status of Entities

Rule 506(c) does not provide a similar non-exclusive list for verifying the accredited investor status of entities. In the adopting release, the SEC acknowledges that the reasonable steps to verify the accredited status of entities will necessarily differ from the non-exclusive list provided for natural persons, and offers a few examples:

· Reviewing on FINRA’s Broker. Check website the membership status of an investor that claims to be accredited because it is a broker-dealer. Not sure about this correction.

· Reviewing publicly available information about a company in filings with federal, state, or local regulatory authorities.

· Reviewing a 501(c)(3) organization’s Form 990 series return filed with the IRS which discloses the organization’s total assets.

Principles-Based Facts and Circumstances Method of Verification

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As noted in the adopting release, an issuer may alternatively use a principles-based facts and circumstances method of verification taking into account:

· The nature of the purchaser and the type of accredited investor that the purchaser claims to be.· The amount and type of information that the issuer has about the purchaser.· The nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering, the terms of the offering, and the minimum investment amount.

Form D

Form D will be amended to include a Rule 506(c) check-the-box election and, according to the public statements of the SEC, once elected by an issuer in respect of an offering of securities, the issuer will not be able to switch to, or claim as an alternative, Rule 506(b) as to that offering.

Private Investment Entity Status and Regulation S

Finally, in the adopting release, the SEC (i) stated that private funds may utilize Rule 506(c) and engage in a general solicitation without jeopardizing their status as private investment entities excluded from the definition of “investment company” in the Investment Company Act of 1940 and (ii) reaffirmed that concurrent offshore offerings conducted in compliance with Regulation S will not be integrated with an offering of securities in compliance with Rule 506(c).

CFTC and Solicitations in Foreign Jurisdictions

Private fund sponsors that have registered with the CFTC and rely on CFTC Rule 4.7 or that rely on the CFTC Rule 4.13(a)(3) de minimis exemption from registration are subject to certain CFTC regulations that prohibit marketing to the public. The final rules provide no guidance as to whether permitted general solicitations will be deemed to be “marketing to the public” for these purposes. Absent future guidance from the CFTC to the contrary, sponsors relying on CFTC Rule 4.7 or 4.13(a)(3) may not be able to use general solicitation. In addition, sponsors considering an offering that could include foreign investors should be aware that permitted general solicitations in the US may not necessarily be permitted in certain foreign jurisdictions and should therefore examine the local laws of such jurisdictions with respect to private placements and general solicitation.

Final Rules Disqualifying Felons and Other Bad Actors From Rule 506 Offerings

In a separate release, the SEC adopted new Rules 506(d) and 506(e) preventing felons and other bad actors from participating in Rule 506 offerings of securities (whether under Rule 506(b) or under Rule 506(c)). As adopted, the disqualifying provisions apply to the bad acts of an issuer and any of its executive officers, investment manager(s), principals, and significant shareholders. Significant shareholder means a shareholder that owns more than 20 percent of the voting securities of the issuer.

Disclosure of Preexisting Events

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In adopting these rules the SEC determined not to impose a Rule 506 disqualification based on events preexisting the effective date of the rules. However, in lieu of disqualification, the issuer is required to provide written disclosure to each purchaser of its securities, at a reasonable time prior to sale, of matters that would have triggered disqualification had they occurred before the effective date of the new disqualification provisions. The issuer is obligated to exercise reasonable care in determining whether a disqualification exists. Reasonable care requires a factual inquiry into whether any disqualification exists. The nature and scope of the factual inquiry will depend on the facts and circumstances concerning the issuer and the participants involved.

Form D

Included in the final rules is a requirement that Form D be amended to require a certification that the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).


Exhibit XIIInstructions for Completion of

Hatfield Development Company, Inc.

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_____________ ORDER FORM INSTRUCTIONS TO INVESTORS_____________

YOU MUST COMPLETE ALL ITEMS AND SIGN THE ORDER FORM IN ITEN 7. INVESTORS ARE ENCOURAGED TO READ THE PROSPECTUS IN ITS ENTIRETY FOR A COMPLETE EXPLANATION OF AN INVESTMENT IN THE COMPANY.

Item 1. Indicate the number of Shares you are purchasing (1000 Shares are the minimum unless a ½ unit is approved) and the dollar amount of your investment. Check the appropriate box to indicate whether this is an initial or additional investment and whether the order is to be combined with either previous investment by you in Hatfield & Company, Inc.

Item 2. Indicate if you will consider making an additional investment in this Private Offering .

Item 3. Check the appropriate box to indicate form of ownership. If the investor is a Custodian, Corporation, Partnership or Trust, please provide the additional requested information and /or documents.

Item 4.Please print name(s) in which Shares are to be registered and provide address and telephone numbers. IRAs and KEOGHs should provide the taxpayer identification number of the account AND the social security number of the accountholder. Trusts should provide their taxpayer identification number. All individual investors should provide their social security number. Other entities should provide their taxpayer identification number.

Item 5. SHAREHOLDER REPORT ADDRESS: If you would like duplicate copies of shareholder reports sent to an address other than listed in Item 4, please complete this section.

Item 6. You MUST sign the form in Item 6. Signature(s) must be witnessed and the date of signing must be inserted on the line provided.

AFTER FOLLOWING THE ABOVE INSRUCTIONS, RETURN THE ORDER FORM TO ZESTER HATFIELD, 8900 Viscount Blvd. #725, El Paso, Texas TOGETHER WITH A CHECK MADE PAYABLE TO “HATFIELD Development Company, Inc.” Trusts should furnish a copy of the title and signature pages of the trust instrument and all amendments thereto. CORPORTIONS should furnish an appropriate corporation resolution authorizing the purchase of the Shares. PARTNERSHIPS should furnish a copy of the partnership agreement.

Page One of Two

HATFIELD DEVELOPMENT COMPANY, INC.

ORDER FORM

The investor named below, under penalties of perjury, certifies that the number shown under Item 4 on this Order Form is his correct Taxpayer Identification Number.

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1. INVESTMENT: This is (check one): Initial Investment ____or Additional Investment in this Private Offering ___

Make Investment Check Payable to: Hatfield Development Company, Inc.

Number of Shares—Minimum 1,000 Dollar Amount of Investment ($25.00 per share)

$________________________

2.____ADDITIONAL INVESTMENTS: Please check if you plan additional investments in The Company.

3.____FORM OF OWNERSHIP Mark only one box:

___IRA ____INDIVIDUAL___KEOGH ____HUSBAND AND WIFE AS COMMUNITY

PROPERTY

___ESTATE (In Item 6, both signatures must appear)___CHARITABLE REMAINDER TRUST ____JOINT TENANTS WITH RIGHT OF SURVIVORSHIP___NON-PROFIT ORGANIZATION (In Item 6, both signatures must appear)___TENANTS IN COMMON ____A MARRIED PERSON SEPARATE PROPERTY___CORPORATE OR PARTNERSHIP (In Item 6, only one signature must appear)

4.___INVESTOR INFORMATION__________________________________________

Name(s) and address will be recorded exactly as printed below. Please print name(s) in which Shares are to be registered. Include trust name if applicable.

Investor Social Security NumberName:_____________________________________ _______________________

Investor Social Security Number

Name of Joint Investor_____________________________ _______________________

Investor:________________________ _______________________________Taxpayer ID Number

Page Two of Two

Address______________________________________________________________

City ______________________ State ____________ Zip Code _______________________

Investor e-mail: (optional)_________________________________________________________________

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___GO PAPERLESS Check this box if you would like to receive your correspondence relating to your Hatfield & Company Inc. investment(s) at the e-mail address provided above. You may request paper copies of any document delivered electronically. You may revoke this consent option at anytime.

___Check this box is you are not a U. S. citizen.

5.______SHAREHOLDER REPORT

ADDRESS_________________________________________________________________

If you are investing through a Trust, IRA or KEOGH, please complete this section.

Address__________________________________________________________________

City ________________________________ State _____________ Zip Code __________

6._____SIGNATURE OF INVESTOR(S)

__________________________________ _________________________________________ Signature Signature

__________________________________ _________________________________________ Please Print Name Please Print Name

Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf. In order to induce The Company to accept this subscription, I hereby represent and warrant to you as follows:

Investor:_________ Joint Investor:_________

(a) I have received the Prospectus. _________ _________ Initials Initials

(b) I hereby certify that (i) I have a net worth of $1,000,000 or more individually or jointlywith my spouse not including our personal residence and or that my personal or joint income with my spouse is $300,000.00 annually and hereby assert to my status as an accredited investor; (ii) I am purchasing the Shares for my own account or in a fiduciary capacity; and (iii) I acknowledge that the Shares are not liquid: _________ __________

Initials Initials

_____________________________________ __________________________________ ____________SIGNATURE OF WITNESS SIGNATURE OF INVESTOR DATE

______________________________ ___________________________ __________SIGNATURE OF WITNESS

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