S-1

SECURITIES AND EXCHANGE COMMISSION

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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FORWARD PROFIT INVESTING LLC

(Exact Name of Small Business Issuer in its Charter)

New York	6510	26-2603989
(State of Incorporation)	(Primary Standard Classification Code)	(IRS Employer ID No.)

FORWARD PROFIT INVESTING LLC

56 Cambridge Place

Brooklyn, NY 11238

(888) 968-3679

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

FORWARD PROFIT INVESTING LLC

56 Cambridge Place

Brooklyn, NY 11238

(888) 968-3679

 (Name, Address and Telephone Number of Agent for Service)

 Copies of communications to:

DARIAN B. ANDERSEN, ESQ.

1015 Waterwood Parkway. Suite H-1

Edmond, OK 73034

TELEPHONE NO.: (405) 330-2235

FACSIMILE NO.: (405) 330-2236

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	Accelerated filer:
Non-accelerated filer:   (Do not check if a smaller reporting company)	Smaller reporting company:

CALCULATION OF REGISTRATION FEE

Title of class of securities to be registered	Dollar Amount to be registered	Proposed maximum price per unit (3)	Proposed maximum aggregate offering price (2)	Amount of registration fee (1)
Forward Contract	$21,000,000.00	$300.00	$21,000,000.00	$1,171.80

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). The Forward Contracts are not traded on any national exchange. The offering price of the Forward Contracts has been determined arbitrarily by us. Company management chose as the offering price $300 because it can be used to standardize the use of Forward Contracts on dissimilar properties. The number of Forward Contracts that can be offered for a property for a particular month can be determined by dividing the net income for that month by $300.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

TABLE OF CONTENTS

Description of Section	Page Number
SUMMARY OF PROSPECTUS	1
SUMMARY OF FINANCIALS	1
RISK FACTORS	4
USE OF PROCEEDS	5
DETERMINATION OF OFFERING PRICE	6
DILUTION	6
SELLING SECURITY HOLDERS	6
PLAN OF DISTRIBUTION	6
DESCRIPTION OF SECURITIES	7
INTEREST OF NAMED EXPERTS AND COUNSEL	7
ORGANIZATION WITHIN LAST FIVE YEARS	8
DESCRIPTION OF BUSINESS	8
DESCRIPTION OF PROPERTY	9
LEGAL PROCEEDINGS	9
MARKET FOR COMMON EQUITY	9
AVAILABLE INFORMATION	9
INDEX TO FINANCIAL STATEMENTS	10
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION	19
PLAN OF OPERATION	19
EXECUTIVE COMPENSATION	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
TRANSACTIONS WITH RELATED PERSONS	21

Item 3.  Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in The Company’s Forward Contracts.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision.

About The Company

Forward Profit Investing LLC (the "Company") was organized in the State of New York on March 19, 2009 as a holding company that will own one or more companies that purchase and manage real estate. The Company will focus primarily on multi-family apartment buildings, hotels, and other cash flowing investment properties. The Company will collect the money generated by these properties, pay the expenses incurred, and then provide the remaining profits to investors via Forward Contracts. Any investment in the units offered herein involves a degree of risk. You should only purchase units if you can afford a loss of your investment.

Where The Company is Located

The Company’s principal executive offices are located at 56 Cambridge Place, Brooklyn, NY 11238 and its telephone number is 888.968.3679.

Terms of the Offering

The securities being offered consist of 70,000 Forward Contracts at an offering price of $300 per unit. The units will be offered for a period not to exceed 24 months, unless extended by the president of the company. The total offering proceeds will be $21,000,000. No Forward Contracts have been issued prior to this offering, and none are outstanding as of the date of this prospectus.

There is no current public market for these securities. The Forward Contracts are not publicly traded. Investors should be aware that repayment of their principal and return on investment is strictly dictated by the terms of the Forward Contract they are signing. They will be unable to transfer this contract to another party. Investment in these securities is not liquid.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception (March 19, 2009) through March 31, 2009 are derived from The Company’s audited financial statements.

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BALANCE SHEET

AS OF MARCH 31, 2009

ASSETS
CURRENT ASSETS
Cash and Cash Equivalent	$	40
TOTAL CURRENT ASSETS	$	40
Property & Equipment, net	$	00
TOTAL ASSETS	$	40
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrual Professional Fees	$	2,000
TOTAL LIABILITIES	$	2,000
STOCKHOLDERS EQUITY
Capital Contribution	$	265
Retained Earnings	$	(2,225	)
TOTAL STOCKHOLDERS EQUITY	$	(1,960	)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$	40

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70,000 UNITS

FORWARD PROFIT INVESTING LLC

 FORWARD CONTRACTS

The securities being offered by the Company are Forward Contracts. The Forward Contracts being offered consist of 70,000 contracts to buy the profits that will be generated by the net cash flows of the properties the Company will acquire. Each Forward Contract will cover a portion of the net profit of an apartment, hotel room, or other real property that generates cash flow. Each contract will be offered for $300. The Company will collect the revenue generated by each property, pay the expenses incurred by it, and then settle each outstanding Forward Contract from the profits of that particular property for the time period of that contract. Any difference between the net revenue stipulated in the contract and the actual net revenue generated will be paid from company reserves set aside for such shortfalls, or from other resources available to the Company. Any overage between the net revenues stipulated in the contract and the actual net revenue will be paid to company reserves. Investors will be offered a return on investment that ranges from 9% - 15% per year depending on the length of the contract. Contracts will be offered for up to seven years in length. Investment returns offered will not be compounded on an annual basis but based on a total cumulative return. A specific property will be identified in each contract as the primary source of the net profit upon which that contract is based. The Company can at any time or from time to time change which property is identified with each contract. Each Forward Contract will be a binding obligation of the Company and be backed by all of the assets of the Company.  

THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of This Prospectus Is: May 15th, 2009

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RISK FACTORS

An investment in The Company’s Forward Contracts involves risks. You should carefully consider and evaluate all of the information in this prospectus, including the risk factors listed below before deciding to enter into a Forward Contract with The Company.

The Company was formed in New York on March 19th, 2009. It has no significant financial resources and no revenues to date. The likelihood of its success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which it will operate.  It has no operating history upon which an evaluation of its future success or failure can be made.

The Company depends on the cash flow generated by leases with tenants.

Therefore, its revenue and profitability depend upon how well it manages its multi-family apartment buildings. Some of the factors that may affect its performance and, therefore, its operating results, include:

· the strength of the general economy,

· the condition of credit markets may affect its ability to obtain or refinance mortgages on its properties,

· the conditions in the specific markets in which it has multi-family apartment buildings, such as whether there is an oversupply of apartments for rent or less demand for such products.

· how attractive its multi-family apartment buildings are to consumers,

· how well is manages its properties and whether its properties meet consumer demand,

· how its properties compete against other multi-family apartment buildings.

· the lease rates charged at its properties, and

· whether general economic factors such as inflation or market conditions cause either (1) an increase in operating costs that it is not able to pass on fully to its rental tenants or (2) a reduction in the operating margins of its properties.

The terms of leases may not necessarily reflect fair market value or terms.

The Company currently owns no multi-family apartment buildings.

The Company can only generate revenues if the leases in place when it purchases new properties remain in effect or it is able to sign new leases at similar or better terms.

The payments The Company is required to make under tits Forward Contracts are based upon the historical and projected operating and financial performance of the multi-family apartment buildings it will acquire with the proceeds. The Company cannot be sure, however, that in the future its properties will meet the operating and financial performance projected at the time of their purchase. If its properties fail to meet such projected operating and financial performance, it could have a material adverse effect on its financial condition and results of operations.

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By owning facilities that provide residential living spaces, The Company is exposed to certain risks of liability. It currently maintains liability insurance intended to cover such claims. Company management believes the insurance it carries is adequate based on the nature of the risks and industry standards.

The Company depends on key personnel. While Company management believes that it could find replacements for these key personnel, the loss of their services could have an adverse effect on its operations.

The Company will need to raise additional funds through public or private debt or sale of equity to achieve its current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to The Companies interests. The capital requirements to implement The Company’s business strategy will be significant. Moreover, in addition to monies needed to continue operations over the next twelve months, Company management anticipates requiring additional funds in order to execute its plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to Company management. There can be no assurance that The Company will be able to obtain financing if and when it is needed on terms deemed acceptable.

If The Company is unable to obtain financing on reasonable terms, it could be forced to delay or scale back its plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on its business, operating results, or financial condition.

Item 4.  Use of Proceeds.

USE OF PROCEEDS

Assuming sale of all of the units offered herein, of which there is no assurance, the net proceeds from this Offering will be approximately $21,000,000. The proceeds are expected to be disbursed, in the priority set forth below, during the first twenty-four (24) months after the successful completion of the Offering:

Total Proceeds to the Company:	$	21,000,000
Net Proceeds to the Company:	$	21,000,000
Administration and Office Rent:	$	96,000
Legal and Accounting:	$	20,000
Office Payroll:	$	360,000
Marketing:	$	240,000
Capital For Acquisitions:	$	20,284,000
Total Use of Net Proceeds	$	21,000,000

The Company will establish a separate bank account and all proceeds will be deposited into that account. The Company will not require full funding to implement its complete business plan. The Company will establish a threshold minimum amount for investment. If that threshold is not met, monies collected to that point will be returned to contract holders according to the terms of the Forward Contract they have signed.

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Item 5.  Determination of Offering Price

DETERMINATION OF OFFERING PRICE

The offering price of the Forward Contracts has been determined arbitrarily by Company management. The offering price of  $300 was chosen because it can be used to standardize the use of Forward Contracts on dissimilar properties. The number of Forward Contracts that can be offered for a property for a particular month can be determined by dividing the net income for that month by $300. In determining the number of units to be offered and the offering price Company management took into consideration its cash on hand and the amount of money it would need to implement its business plans.

Item 6.  Dilution.

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of a public offering of shares in a company. Since this offering is for Forward Contracts for the future profits of the Company, and not for shares in the Company, there will be no dilution for investors of the value of their investment.

Item 7.  Selling Security Holders.

SELLING SECURITY HOLDERS

There will be no selling security holders at the time of this offering or throughout the time period of the offering.

Item 8.  Plan of Distribution.

PLAN OF DISTRIBUTION

This is a self-underwritten offering. This Prospectus permits Company officers and employees to sell the units directly to the public, with no commission or other remuneration payable to them for any units they may sell. Shahn Andersen will sell the units and intends to offer them to friends, family members and business acquaintances and by direct mail to prospective investors. In offering the securities on The Company’s behalf, officer and employees of The Company will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Mr. Andersen will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.

a.   Mr. Andersen and any employees authorized by the Company to sell securities are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

b.   They will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

c.   They are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and

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d.   They meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Company, other than in connection with transactions in securities; and (B) are not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

The Company’s officer, director, control person and affiliates of same do not intend to purchase any units in this offering.

There are no plans or arrangements to enter into any contracts or agreements to market or sell the units with a broker, dealer or agent. While no plans or arrangements currently exist to market or sell the units with a broker, dealer or agent, it is possible that a broker, dealer, or agent may participate in the distribution of the units. If this does occur then that broker, dealer, or agent may receive compensation in the form of commissions from the Company. Under no circumstances will the Company pay more than an 8% commission for the sale of any units. No FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

Item 9.  Description of Securities to be Registered.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The securities being offered by the Company are Forward Contracts. The Forward Contracts being offered consist of 70,000 contracts to buy the net profits that will be generated by the cash flows of the properties the Company will acquire. Each Forward Contract will cover a portion of the net profit from an apartment, hotel room, or other real property that generates cash flow. Each contract will be offered for $300. The Company will collect the revenue generated by each property, pay the expenses incurred by it, and then settle each outstanding Forward Contract from the profits of that particular property for that particular time period. Any difference between the net revenue stipulated in the contract and the actual net revenue generated will be paid from company reserves set aside for such shortfalls, or from other resources available to the Company. Any overage between the net revenues stipulated in the contract and the actual net revenue will be paid to company reserves. Investors will be offered a return on investment that ranges from 9% - 15% per year depending on the length of the contract. Contracts will be offered for up to seven years in length. Investment returns offered will not be compounded on an annual basis but based ona total cumulative return. A specific property will be identified in each contract as the primary source of the net profit upon which that contract is based. The Company can at any time or from time to time change which property is identified with each contract. Each Forward Contract will be a binding obligation of the Company and be backed by all of the assets of the Company. 

Item 10.  Interests of Named Experts and Counsel.

INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

The Company’s financial statements for the period from inception to the month ended March 31, 2009 included in this prospectus have been audited by P.C. Liu, CPA P.C., 136-40 39th Avenue, Suite 202 Flushing, NY 11354. Telephone (718) 961-6686.

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The Company includes the financial statements in reliance on their reports, given upon their authority as experts in accounting and auditing.

The Law Office of Darian B. Andersen, 1015 Waterwood Parkway, Suite H-1, Edmond, OK 73034, Telephone (405) 330-2235, has passed upon the validity of the Forward Contracts being offered and certain other legal matters and is representing The Company  in connection with this offering.

Item 11.  Information with Respect to the Registrant.

INFORMATION WITH RESPECT TO THE REGISTRANT

Organization Within Last Five Years

The Company was formed on March 19th, 2009 in the State of New York.

Description of Business

Forward Profit Investing LLC (the "Company") plans to engage in the acquisition and management of multi-family rental properties, hotels, and other cash flowing investment properties and to offer the future profits of its properties to investors through the use of Forward Contracts. The Company intends to use the net proceeds from this offering to acquire properties and for operating expenses.

Competition:

The Company will have competition from both small landlords and large property management companies that lease apartments or offer hotel rooms for transient occupancy. The Company plans to purchase and manage properties in large metropolitan areas with historically low vacancy rates and keep its units in above average condition to make them more competitive.

Advertising and Sales Strategy:

The Company plans to aggressively market its Forward Contracts on the internet and through direct mail advertising. It plans to create a website that acts as a marketing tool and will rank highly in search engines for key word searches such as: forward profit, forward contracts, etc.

Government Regulation:

The Company does not expect any governmental regulations to have an impact on its planned business operations. Existing laws with which it must comply cover issues that include:

· State taxes

· Rent regulation laws

New laws may impact The Company’s ability to market its products in the future. However, Company management is not aware of any pending laws or regulations that would have an impact on its business.

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DESCRIPTION OF PROPERTY

The Company currently utilizes space at the premises of Shahn Andersen, the President and CEO of the Company, on a rent-free basis. The premises are located at 56 Cambridge Place, Brooklyn, NY 11238. The facilities include voice mail, a fax machine, computer and office equipment. The Company intends to use these facilities for the time being until Company management feels it has outgrown them.

LEGAL PROCEEDINGS

Forward Profit Investing LLC is not currently involved in any legal proceedings and Company management is not aware of any pending or potential legal actions.

MARKET FOR COMMON EQUITY

As of the date of this filing, there have been no discussions or understandings between Forward Profit Investing LLC, nor anyone acting on its behalf with any market maker regarding participation in a future trading market for its securities. The Company does not plan to offer its securities for trading on any market or exchange. No equity is being offered as part of this offering.

As of the date of this filing, there is no public market for these securities. There has been no public trading of these securities. As of the date of this prospectus The Company had one owner of record.

AVAILABLE  INFORMATION

The Company has filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Forward Contracts offered herein. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding the Forward Contracts and the Company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

The Company is not subject to the informational requirements of the Exchange Act. It is not required to file reports, proxy statements or other information with the SEC.

Prospective investors may call the SEC at 1-800-SEC-0330 for further information on their requirements for companies that have filed S-1 registrations. Because The Company files documents electronically with the SEC, prospective investors may obtain filing information by visiting the SEC’s Internet website at  http://www.sec.gov.

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FORWARD PROFIT INVESTING LLC

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

FORWARD PROFIT INVESTING LLC (a development stage company) Financial Statements Table of Contents
FINANCIAL STATEMENTS	Page #
Report of Independent Registered Certified Public Accountant	11
Balance Sheet	12
Statement of Income	13
Statement of Stockholders Equity	14
Statement of Cash Flows	15
Notes to the Financial Statements	16 – 18

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P.C LIU CPA, P.C.

136-40 39TH AVENUE,

FLUSHING, NEW YORK

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANT

To the President of the Company

Forward Profit Investing LLC:

We have audited the accompanying balance sheet of Forward Profit Investing LLC as of March 31, 2009, and the related statements of income, stockholders’ equity and cash flows from inception March 19, 2009 to the month ended March 31, 2009. Forward Profit Investing LLC management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Forward Profit Investing LLC as of March 31, 2009, and the results of its operations and its cash flows from inception March 19, 2009 to the month ended March 31, 2009 in conformity with U.S. generally accepted accounting principles.

/s/ Pearl Liu, CPA 

P.C. LIU, CPA, P.C.

April 16, 2009

Flushing, New York

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FORWARD PROFIT INVESTING LLC

(a development stage company)

BALANCE SHEET

AS OF MARCH 31, 2009

ASSETS
CURRENT ASSETS
Cash and Cash Equivalent	$	40
TOTAL CURRENT ASSETS	$	40
Property & Equipment, net	$	0
TOTAL ASSETS	$	40
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrual Professional Fees	$	2,000
TOTAL LIABILITIES	$	2,000
STOCKHOLDERS EQUITY
Capital Contribution	$	265
Retained Earnings	$	(2,225	)
TOTAL STOCKHOLDERS EQUITY	$	(1,960	)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$	40

The accompanying notes are an integral part of these financial statements.

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FORWARD PROFIT INVESTING LLC

(a development stage company)

STATEMENT OF INCOME

FOR THE PERIOD FROM INCEPTION

(MARCH 19, 2009) TO MARCH 31, 2009

NET SALES	$	0
GROSS PROFIT	$	0
OPERATING EXPENSES
Professional Fees	$	2,000
General and Administrative Expenses	$	225
NET LOSS	$	(2,225	)

The accompanying notes are an integral part of these financial statements.

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FORWARD PROFIT INVESTING LLC

(a development stage company)

STATEMENT OF STOCKHOLDERS EQUITY

FOR THE PERIOD FROM INCEPTION

(MARCH 19, 2009) TO MARCH 31, 2009

	Contributed Capital		Additional Paid In Capital	Retained Earnings		Total Stockholders’ Equity
Balance March 19, 2009 (Inception)	$	265					265
Net Loss	$			(2,225	)		(2,225	)
Balance – March 31, 2009	$	265		(2,225	)		(1,960	)

The accompanying notes are an integral part of these financial statements.

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FORWARD PROFIT INVESTING LLC

(a development stage company)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION

(MARCH 19, 2009) TO MARCH 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2,225	)
Adjustments to reconcile net income to net cash
provided by operating activities:
Changes in liabilities
Accrued Expenses	$	2,000
NET CASH (USED IN) PROVIDED BY OPERATIONS	$	(225	)
CASH FLOWS FROM INVESTING ACTIVITIES	$	0
NET CASH USED IN INVESTING ACTIVITIES	$	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds-from-capital contribution	$	265
NET INCREASE IN CASH AND CASH EQUIVALENTS	$	40
Cash and cash equivalents at the beginning of the period	$	0
Cash and cash equivalents at the end of the period	$	40
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest paid	$	0
Income taxes paid	$	0

The accompanying notes are an integral part of these financial statements.

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FORWARD PROFIT INVESTING LLC

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2009

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

Forward Profit Investing LLC (the “Company”) was organized in the State of New York on March 19, 2009 as a holding company that will own one or more companies that purchase and manage real estate. The Company will focus primarily on multi-family apartment buildings, hotels, and other cash flowing investment properties. The Company will collect the money generated by these properties, pay the expenses incurred, and then provide the remaining profits to investors via Forward Contracts. The primary industry of focus will be the real estate industry.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles.

Use of estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories.  Actual results could differ from those estimates. The Company is under development stage; there are no significant assets and liabilities as of March 31, 2009.

Cash and Cash Equivalents

For purposes of the statement of cash flows, The Company considers all highly liquid investment with original maturities of three months or less to be cash and cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to The Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.

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FORWARD PROFIT INVESTING LLC

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.

Accounting for Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (“ SFAS 109”) which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statements carrying amounts of existing assets and liabilities and their respective tax basis.  In addition, SFAS 109 requires recognition of future tax benefits, such as carry forwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely that not that some portion of the deferred tax asset will not be realized.

New accounting pronouncements

 In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The current GAAP hierarchy, as set forth in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles, has been criticized because (1) it is directed to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial Accounting Concepts. The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. Accordingly, the FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result. This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.

NOTE 3 - ACCRUED EXPENSE

Accrued expenses consist of  $2,000 audit fees.

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FORWARD PROFIT INVESTING LLC

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2009

NOTE 4 - STOCKHOLDER’S EQUITY

No stock is being offered as part of this offering. The company is 100% owned by the president of the Company, Shahn Andersen.

NOTE 5 - EARNINGS PER SHARE:

No shares are being offered as part of this offering. No earnings per share will be calculated.

NOTE 6 - INCOME TAXES

The Company has a net operating loss carry-forward of $2,225 that will expire 20 years after the years generated. The loss generated from inception (March 19, 2009) through March 31, 2009 was $2,225.

The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company’s management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used.

The Company’s management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used.

NOTE 7 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company’s policy is  to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.

NOTE 8 - GOING CONCERN

The Company has not generated any operating revenue, expects to generate operating losses during some or all of its planned development stages, and has a negative cash flow from operations, which raises substantial doubt about its ability to continue as a going concern. In view of these matters, its ability to continue as a going concern is dependent upon its ability to meet its financial requirements, raise additional capital, and the success of its future operations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of the Registration Statement includes a number of forward-looking statements that reflect the current views of Company management with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the predictions of Company management.

Plan of Operation

The Company’s current cash balance is $40. Company management believes that its cash balance is sufficient to fund its limited levels of operations. If The Company experiences a shortage of funds prior to funding it may utilize funds from Mr. Andersen, its president, who has informally agreed to advance funds to allow it to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to The Company. In order to achieve its business plan goals, The Company will need the funding from this offering. It is an early stage company and has generated no revenue to date.

The Company’s plan of operation for the twenty-four months following the date of this prospectus is to purchase as many properties as it can reasonably manage with the funds generated by the Forward Contracts.

As previously stated in the “Summary Information” of this document. The Company expects to use the vast majority of the proceeds of this offering to purchase properties that it will then manage in the most profitable way.

The Company expects to lease or sub-lease inexpensive temporary office space in the first six months of operations, and to expand into larger offices when necessary. The Company’s office payroll budget will be used to hire an office manager in the first six months that will be responsible for operations, and thereafter a sales director and a marketing director. Total expenditures over the first 24 months are therefore expected to be $716,000, with administration and office rent accounting for $96,000; legal and accounting costing $20,000; office payroll requiring $360,000 and $240,000 being spent on direct marketing to consumers.

DISAGREEMENTS WITH ACCOUNTANTS

Company management has no disagreements with its accountants.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors and officers of Forward Profit Investing LLC are as follows:

Name & Address	Age	Position
Shahn Andersen 56 Cambridge Place Brooklyn, NY 11238	34	President and CEO

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The foregoing person is a promoter of Forward Profit Investing LLC, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

Mr. Andersen currently devotes 15-20 hours per week to company matters. After receiving funding per The Company’s business plan Mr. Andersen intends to devote as much time as necessary to manage the affairs of the Company.

No executive officer or director of The Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by The Company during the period ended March 31, 2009 in all capacities for the accounts of its executives.

Summary Compensation Table
Name & Principal Position	Year	Salary	Bonus	Other Compensation
S. Andersen	2009	-0-	-0-	-0-
President

Option Grants Table.

There were no individual grants of stock options to purchase The Company’s common stock made to the executive officer named in the Summary Compensation Table through March 31, 2009.

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Long-Term Incentive Plan (“LTIP”) Awards Table.

There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Employment Agreements

The Company does not have an employment agreement with its officers.

Mr. Andersen currently devotes 15-20 hours per week to company matters. He has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Management will retain 100% ownership of the Company, and no shares are being made as part of this offering. Management will not enter into any Forward Contracts with the Company individually, and will participate in the Forward Contracts being offered solely as a representative of the Company.

TRANSACTIONS WITH RELATED PERSONS,

PROMOTERS AND CERTAIN CONTROL PERSONS

Mr. Shahn Andersen, the President and CEO of Forward Profit Investing LLC, owns 100% of the Company. Mr. Andersen, will not be paid for any underwriting services that he performs on The Company’s behalf with respect to this offering. Mr. Andersen will also not receive any interest on any funds that he advances to The Company for offering expenses prior to the offering being closed. Any funds loaned will be repaid from the proceeds of the offering.

Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

DISCLOSURE OF COMMISSION POSITION OF

INDEMNIFICATION OF SECURITIES ACT LIABILITIES

The Company’s directors and officers are indemnified as permitted by New York Statutes and The Company’s Operating Agreement. The Company has agreed to indemnify its officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to its officers and controlling persons pursuant to the provisions described above, or otherwise, The Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than The Company’s payment of expenses incurred or paid by its officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, The Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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70,000 UNITS

FORWARD PROFIT INVESTING LLC

 FORWARD CONTRACTS

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR INFORMATION THAT HAS BEEN PROVIDED TO YOU BY COMPANY MANAGEMENT. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL FORWARD CONTRACTS AND IS NOT SOLICITING AN OFFER TO BUY FORWARD CONTRACTS  IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The Date of This Prospectus Is: May 15th, 2009

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PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses Of Issuance And Distribution.

All amounts are estimates other than the Commission’s registration fee. The Company is paying all expenses of the offering listed above.

Securities and Exchange Commission registration fee	$	1,171.80
Accounting fees and expenses	$	2,000.00
Legal fees	$	1,500.00
Preparation and EDGAR conversion fees	$	1,300.00
Printing	$	1,294.00
Total	$	7,265.80

Item 14. Indemnification Of Directors And Officers.

The Company’s director and officer are indemnified as provided by New York Statutes and its Operating Agreement. The Company has agreed to indemnify each of The Company’s directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Company directors, officers and controlling persons pursuant to the provisions described above, or otherwise, The Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than The Company’s payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, The Company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Company has been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of The Company directors, officers, or controlling persons in connection with the securities being registered, The Company will, unless in the opinion of its legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. The Company will then be governed by the court’s decision.

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Item 15. Recent Sales Of Unregistered Securities.

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.

No unregistered securities have been sold.

EXHIBITS

Exhibit 3.1	Articles of Organization
Exhibit 3.2	Operating Agreement
Exhibit 23.1	Opinion and Consent of counsel
Exhibit 23.2	Consent of independent auditor
Exhibit 99.1	Example Forward Contract

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(B) The issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of New York, New York, on May 15th, 2009.

Forward Profit Investing LLC

/s/ Shahn Andersen  

By: Shahn Andersen

(President and CEO)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shahn Andersen and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of FORWARD PROFIT INVESTING LLC.) to sign any or all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed below by the following persons in the capacities and on May 15th, 2009.

/s/ Shahn Andersen	May 15th, 2009
Shahn Andersen, President and CEO	Date

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EX-3.1

Exhibit 3.1

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

41 State Street

Albany, NY 12231

www.dos.state.ny.us

ARTICLES OF ORGANIZATION

OF

FORWARD PROFIT INVESTING LLC

Under Section 203 of the Limited Liability Company Law

FIRST:

The name of the limited liability company is:

FORWARD PROFIT INVESTING LLC

SECOND:

The county within this state in which the office of the

limited liability company is to be located is:

KINGS COUNTY

THIRD:

The Secretary of State is designated as agent of the limited

liability company upon whom process against it may be served.

The address within or without this state to which the Secretary of

State shall mail a copy of any process against the limited liability

company served upon him or her is:

56 CAMBRIDGE PLACE

BROOKLYN, NY 11238

/s/ Shahn C. Andersen	Shahn C. Andersen
Signature of Organizer	Name of Organizer

ARTICLES OF ORGANIZATION

OF

FORWARD PROFIT INVESTING LLC

Under Section 203 of the Limited Liability Company Law

Filed by:

SHAHN ANDERSEN

56 CAMBRIDGE PLACE

BROOKLYN, NY 11238

EX-3.2

Exhibit 3.2

OPERATING AGREEMENT

of

FORWARD PROFIT INVESTING LLC

Operating Agreement dated as of March 19th, 2009, made and entered into among the Members listed on Exhibit A to become effective upon filing of the Articles of Organization for the Company with the New York Department of State.  As of the effective time of the Company’s Articles of Organization, the Members enter into this Agreement for the purpose of setting forth the agreements between themselves and the Company and with one another.  The terms of the Agreement are as follows.

ARTICLE I

Organizational Matters

Section 1.01.  Formation.  The Company has been or shall be formed as a limited liability company under the Act by the filing with the Department of State of the State of New York of Articles of Organization, which shall be furnished to each Member. The rights and obligations of the Members, and the affairs of the Company, shall be governed first by the mandatory provisions of the Act, second by the Company's Articles of Organization, third by this Agreement, and fourth by the optional provisions of the Act.  In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence.

Section 1.02.  Name.  The name of the Company is "FORWARD PROFIT INVESTING LLC"

Section 1.03.  Agent and Principal Office.  The agent and principal office of the Company shall be as stated in the Articles of Organization, subject to change by a Majority Interest of all Members on filing with the Secretary of State.  The Company may also maintain offices at such other place or places as the Members deem advisable.

Section 1.04.  Term.  The Company began upon the filing of the Company's Articles of Organization with the New York Department of State, and shall continue through the term set forth in the Articles of Organization, unless sooner terminated as provided in this Agreement.

ARTICLE II

Definitions

Section 2.01.  Definitions.  For purposes of this Agreement, the following terms shall have the meanings ascribed to them.

"Act" means the New York Limited Liability Company Law (NLLC), Chapter 34 of McKinney’s Consolidated Laws of New York Annotated, as it may be amended from time to time, and any successor to such act.

"Agreement" means this Operating Agreement, as it may be amended or supplemented from time to time.

"Articles of Organization" means the articles of organization, as amended from time to time, filed by the Company under the Act.

"Assignee" means a Person to whom a right to distributions has been transferred, by transfer or assignment or otherwise, in a manner permitted under this Agreement, but who has not become a Substitute Member.

"Capital Account" means each capital account maintained for a Member pursuant to Section 3.02.

"Capital Contributions" means the sum of the values of cash and property contributed to the Company by all Members, or any one Member, as the case may be (or the predecessor holders of any interests in the Company).

"Code" means the Internal Revenue Code of 1986, as amended, as in effect from time to time.

"Company" means the limited liability company identified in Section 1.02.

"Company Property" means all property owned, leased or acquired by the Company from time to time.

"Dissociated Member" has the meaning specified in Section 11.01

"Distributable Cash" means, with respect to any period, the cash received from operations of the Company less (i) cash disbursements in operations and (ii) a reasonable allowance from reserves, contingencies, and anticipated obligations, as determined by the Managers.  The net cash realized by the Company from the sale, refinancing, or other disposition of all or substantially all the Company’s Property, after retirement of existing mortgage debt and transactional expenses, shall be considered Distributable Cash.

"Event of Dissolution" has the meaning specified in Section 11.01.

"Income" or "Loss" means the net income or net loss from all sources determined under the book accounting practices prescribed by this Agreement for Capital Accounts.

“Majority Interest” means Members with a majority of the interests in current Income and a majority of the positive balances of the Capital Accounts.

"Member" means those individuals executing this Agreement as Members of the Company on the signature pages.

"Person" means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association or corporation.

"Substitute Member" means a transferee of an interest who is admitted as a Member to the Company pursuant to Section 9.02 in place of and with all the rights of a Member.

"Tax Item" means each item of income, gain, loss, deduction, or credit of the Company for Federal tax purposes, as separately stated and calculated pursuant to the Code.

ARTICLE III

Capital Contributions

Section 3.01.  Capital Contributions.  Each Member shall contribute the cash or property set forth on Exhibit A to this Agreement, which is by this reference incorporated into this Agreement.

Section 3.02.  Capital Accounts.

A.  The Company shall maintain one Capital Account.  Such Capital Account shall be increased by (i) the amount of all Capital Contributions by the Members.

B.  The determination of any liability for purposes of this Section shall be made in accordance with Section 752(a) of the Code and any other applicable provisions of the Code.  Property contributed by a Member shall be credited to the Capital Account at the fair market value of such property.  No credit shall be made to the Capital Account for services rendered except as may be specifically set forth in this Agreement.

C.  An Assignee of an interest will succeed to the Capital Account relating to the interest transferred.  However, if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, the Company Property shall be deemed to have been distributed in liquidation of the Company to the Members (including the transferee of an interest) pursuant to Section 11.02 and again contributed by such Members and transferees in reconstitution of the Company.  The Capital Account of such reconstituted Company shall be maintained in accordance with the principles of this Section 3.02.

D.  At such times as may be permitted or required by Treasury Regulations issued pursuant to Section 704 of the Code, the Capital Account shall be revalued and adjusted to reflect the then fair market value of Company Property and the Capital Account shall be maintained to comply with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).  All allocations of gain resulting from such revaluation shall be made consistent with that regulation, and to the extent not inconsistent therewith, the Income allocation provisions of Section 4.02 hereof.

E.  The foregoing definition of Capital Account and certain other provisions of this Agreement are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with that regulation.  Such regulation contains additional rules governing maintenance of capital accounts which are incorporated by this reference into this Agreement.

Section 3.03.  Interest.  No interest shall be paid by the Company on Capital Contributions, on balances in the Capital Account, or on any other funds distributed or distributable under this Agreement.

Section 3.04.  Provisions Relating To the Right To Withdraw.  Any Member may withdraw by notice to the Company and other Members.  Except as provided under Section 11.01, the withdrawing Member shall have no right to an immediate return of capital or profits, shall be considered an unsecured creditor, and shall have only the right to receive an amount equal to that which would have been distributed to such Member but for the withdrawal until he has received amounts equal to the fair market value of his interest at the date of withdrawal.

Section 3.05.  Loans.  Loans by a Member to the Company shall not be considered Capital Contributions.

ARTICLE IV

Allocations and Distributions

Section 4.01.  Distribution of Distributable Cash.  Distributions of all Distributable Cash shall be made at least quarterly, unless otherwise agreed by the Members.  Any distribution of property shall be treated as a distribution of cash in the amount of the fair market value of such property.  Except during the Company’s winding up, distributions shall be made in the ratios of the Income interests.  During the Company’s winding up, all cash and other Company Property available for distribution shall be distributed in the ratios of the positive balances in the Capital Accounts, after adjusting the Capital Accounts for the income, gain and loss realized in the winding up, plus the gain or loss that would have occurred on the sale at fair market value of any Company Property distributed in kind.

Section 4.02.  Allocation of Income and Loss.

A.  Income and Loss for each taxable year shall be allocated among the Members and Assignees in the ratio of the Income interests set forth in Exhibit A.

B.  Notwithstanding anything to the contrary in this Section 4.02, if there is a net decrease in "minimum gain" (within the meaning of Treasury Regulations Section 1.704-1(b)(4)(iv)(c)) during a fiscal year, all Members who would otherwise have a deficit balance in their Capital Accounts at the end of that year (excluding items described in Treasury Regulations Section 1.704-1(b)(4)(iv)(e)) shall be allocated, before any other allocations of Company items for that year, Income for such year (and if necessary, subsequent years), in an amount and in the proportions necessary to eliminate such deficits as quickly as possible.  The foregoing sentence is intended to be a "minimum gain charge back" provision as described in Treasury Regulations Section 1.704-1(b)(4)(iv)(e), and shall be interpreted and applied in all respects in accordance with that regulation.

C.  If during any fiscal year of the Company, any Member unexpectedly receives an adjustment, allocation, or distribution of the type described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), that Member shall be allocated items of Income and Gain consistently with the methods specified in any applicable Regulations in an amount and manner sufficient to eliminate that Member's deficit Capital Account balance as quickly as possible.

D.  Under regulations prescribed by the Secretary of the Treasury pursuant to Section 704(c) of the Code, Tax Items shall be allocated to account for any variation between the basis of contributed property and its fair market value at the time of contribution.  Any items allocated under this Section 4.02(D) shall not be debited or credited to the Capital Accounts.

E.  Income or Loss attributable to borrowing for which certain Members bear and others do not bear an economic risk of loss shall be allocated among the Members in accordance with the provisions of Treasury Regulations Section 1.704-2.

F.  If made in accordance with this Agreement, the transfer of an interest shall be deemed effective as of end of the month preceding the date of the transfer, unless the transferee and transferor have designated some other month end as the effective time, and the Income and Loss attributable to the transferred interest shall, for Federal income tax purposes, be allocated accordingly.  The Members may revise, alter or otherwise modify the method of allocation as they determine necessary to comply with Section 706 of the Code and regulations or rulings promulgated thereunder.

G.  If, and to the extent that, any Member is deemed to recognize Income as a result of any transaction between the Member and the Company pursuant to Sections 482, 483, 1272-1274, or 7872 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting Loss or deduction of the Company shall be allocated to the Member who was charged with that Income.

H.  All tax credits for Federal or state income tax purposes shall be allocated in the same manner as Income.

I.  A net loss for any taxable year shall be allocated in the ratio of the positive balances in the Capital Accounts.  Income for any year shall be allocated in the ratio of the cash distributions during such year (to the extent of such cash distributions).  Any additional Income shall be allocated in the ratio of deficit balances in the Capital Accounts until any deficit balances are eliminated and then in the ratio of the Income interests set forth on Exhibit A.  Gain or loss from disposition of all or substantially all the Company’s Company Property shall be excluded from the foregoing and shall be allocated so as to bring the balances of the Capital Accounts into the ratio of the Income interests.  No allocation shall eliminate any discrepancy in the Capital Accounts resulting from the failure to make any required contribution or from any distribution contrary to this Agreement.

ARTICLE V

Management and Operation of Business

Section 5.01.  Management by Members.  The business of the Company shall be managed by its Members.  A Member or Members may exercise all the powers of the Company whether derived from law, the Articles of Organization or this Agreement.  A person may rely in good faith on the apparent authority of a Member to act on behalf of the Company.  The Member's act shall bind the Company regardless of whether the act was properly authorized, unless the person relying on the act had actual knowledge that the act was unauthorized.

Section 5.02.  Limitations on Authority of Members.  Notwithstanding any other provision in this Agreement, no Member shall have the authority to do the following acts without the consent of the other Members:

A.  Borrow money in excess of $100,000.00;

B.  Sell any Company Property having a fair market value over $100,000.00;

C.  Enter into any contract which is not terminable at will, involving an anticipated total expenditure of over $100,000.00;

D.  Do any act which would make it impossible to carry on the ordinary business of the Company;

E.  Compromise any claim over $100,000.00;

F.  Admit a Person as a Member, except as provided in this Agreement; or

G.  Knowingly perform any act that would subject a Member to personal liability.

Section 5.03.  Company Funds.  The funds of the Company shall be deposited in an account or accounts designated by the Members and shall not be commingled with any other funds.  All withdrawals from or charges against these accounts shall be made by the authorized agents of the Company.

Section 5.04.  Outside Activities.  Each Manager agrees to give the Company the first opportunity to participate in any business opportunity within the scope of business then being conducted by the Company; provided that decision of the other Members to decline such opportunity shall be conclusive.

Section 5.05.  Limitation on Liability.  No Member of the Company shall be liable to the Company or its other Members for monetary damages for breach of fiduciary duty; provided, however, that nothing contained in this Agreement shall eliminate or limit the liability of a Member (i) for any breach of his duty of loyalty to the Company or its Members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and (iii) for any transaction from which the Member derived an improper personal benefit.

ARTICLE VI

Rights and Obligations of the Members

Section 6.01.  Limitation on Liability.  Except as otherwise expressly agreed in writing, a Member shall not be personally liable for any debts, liabilities, or obligations of the Company, whether to the Company, to any of the other Members, or to creditors of the Company, beyond the Capital Account of the Member, together with the Member's share of the Property and undistributed profits of the Company.

Section 6.02.  Rights of Member Relating to the Company.

A.  Subject to the restrictions of Section 6.03, this Agreement may be amended only by the Members.

B.  In addition to other rights provided by this Agreement or by applicable law, a Member shall have the right on demand and at such Member's own expense:

(i)  To obtain any and all information regarding the status of the business and financial condition of the Company;

(ii)  Promptly after becoming available, to obtain a copy of the Company's Federal, state, and local income tax returns for each year;

(iii)  To have furnished to it a current list of the name and last known business, residence or mailing address of each Member;

(iv)  To obtain information regarding the Capital Contributions made by each Member;

(v)  To receive a copy of this Agreement and the Articles of Organization and all amendments, together with copies of any powers of attorney pursuant to which this Agreement, the Articles of Organization, and all amendments that have been executed; and

(vi)  To inspect and copy any of the Company's books and records and obtain such other information regarding the affairs of the Company during normal business hours.

C.  Services To Company.  The Company shall reimburse each Member for reasonable expenses directly incurred for the Company and, if the other Members agree, shall compensate each Member for services rendered.  Compensation paid to Members shall be reported for tax purposes on Schedule K-1 to Form 1065.

Section 6.03.  Restrictions on Powers.  Except as otherwise provided in this Agreement or required by law, a Member shall lack the power and authority to act for or to bind the Company or any other Member, if such action would change the Company to a general partnership, change the limited liability of a Member, or affect the status of the Company for Federal income tax purposes.

Section 6.04.  Indemnification.

A.  Company Indemnity.  The Company may indemnify and hold harmless its Members, their respective Affiliates, and Managers, employees and agents (each, an "Indemnitee") from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, penalties and other expenses actually and reasonably incurred by the Indemnitee in connection with any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that the Indemnitee is or was a Member or manager of the Company or is or was an employee or agent of the Company, including Affiliates of the foregoing, arising out of or incidental to the business of the Company, provided (i) the Indemnitee's conduct did not constitute willful misconduct or recklessness, (ii) the action is not based on breach of this Agreement, (iii) the Indemnitee acted in good faith and in a manner he or it reasonably believed to be in, or not opposed to, the best interests of the Company and within the scope of such Indemnitee's authority and (iv) with respect to a criminal action or proceeding, the Indemnitee had no reasonable cause to believe its conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified above.

B.  Advancement of Expenses.  The Company may advance expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 6.04 prior to the final disposition of such claim, demand, action, suit or proceeding if the Company determines that the Indemnitee will more likely than not be able to demonstrate compliance with the standard of conduct set forth in paragraph A and receives an undertaking by the Indemnitee to repay amounts advanced if such person is ultimately determined to be not entitled to indemnification.  The determination shall be made by the independent Members or special legal counsel specifically retained for the making of the determination.

C.  Non-Exclusivity.  The indemnification provided by this Section shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Members, as a matter of law or equity, or otherwise, and this indemnification shall inure to the benefit of the successors, assignees, heirs, personal representatives and administrators of the Indemnitee.

D.  Insurance.  The Company may purchase and maintain insurance, at the Company's expense, on behalf of any Indemnitee against any liability that may be asserted against or expense that may be incurred by an Indemnitee in connection with the activities of the Company regardless of whether the Company would have the power to indemnify such Indemnitee against such liability under the provisions of this Agreement.

E.  Definition of Affiliate. "Affiliate" means any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. "Control" means either (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise or (ii) a direct or indirect equity interest of ten percent (10%) or more in the entity.

ARTICLE VII

Books, Records, Accounting, and Reports

Section 7.01.  Books and Records.  Appropriate books and records with respect to the Company's business, including, without limitation, all books and records necessary to provide to the Member any information, lists and copies of documents required to be provided pursuant to Section 6.02, shall at all times be kept at the principal office of the Company or at such other places as agreed to by the Members.  Without limiting the foregoing, the following shall be maintained at the Company's principal office: (i) a current list of the full name and last known business address of each Member and Manager, (ii) copies of records that would enable a Member to determine the relative voting rights of the Members, (iii) a copy of the Articles of Organization, and any amendments, (iv) copies of the Company's Federal, state and local income tax returns and reports, if any, for the three most recent years, (v) the minutes of all meetings of the Members and all written consents in lieu of meetings, and (vi) copies of any financial statements of the Company for the three most recent fiscal years.  Any records maintained by the Company in the regular course of its business may be kept on, or be in the form of, magnetic tape, photographs or any other information storage device, provided that the records so kept are convertible into clearly legible written form within a reasonable period of time.

Section 7.02.  Accounting.  The Company shall maintain its books in accordance with generally accepted accounting principles, provided that the Company may use accounting methods and principles permitted for income tax purposes, including the cash method of accounting, and shall maintain the Capital Accounts in compliance with Section 704 of the Code.

ARTICLE VIII

Tax Matters

Section 8.01.  Taxable Year.  If permitted by the Code, the taxable year of the Company shall be the calendar year, unless otherwise determined by the Members.

Section 8.02.  Tax Matters Partner.  The Member having principal responsibility for keeping the financial ac=counts of the Company (or in the absence of such person, the Member acting as the chief executive officer of the Company) shall have the sole and complete duty to collect, remit, or withhold all sales, use, income, or other taxes payable by the Company, and shall be the "Tax Matters Partner" (as defined in Section 6231 of the Code).  The Tax Matters Partner is authorized and required to represent the Company, at the Company's expense, in connection with all examinations of the Company's affairs by tax authorities, including resulting administrative and judicial proceedings.  Each Member agrees to cooperate with the Tax Matters Partner, and to do or refrain from doing any or all things reasonably required by the Tax Matters Partner to conduct such proceedings.

Section 8.03.  Taxation as a Partnership.  No election shall be made by the Company or any Member for the Company to be excluded from the application of any provision of Sub-chapter K, Chapter 1 of Subtitle A of the Code or from any similar provisions of any state tax laws.

ARTICLE IX

Transfers of Interests

Section 9.01.  Restriction On Transfer.  A Member shall not transfer his interest in the Company, in whole or in part, except by intestate succession or testamentary disposition, through a decree or judgment from a court of competent jurisdiction, or as permitted under Section 9.02.  This restriction on transfer shall not prohibit a Member from assigning some or all of his share of distributions; provided, however, that such assignment shall not entitle the Assignee to any of the other rights of the assigning Member until and unless the Assignee is admitted as a Substitute Member of the Company.

Section 9.02.  Transfer of Interests by a Member; Substitute Members.

A.  A Member may transfer his interest under this Section upon satisfaction of the following conditions:

(i)  The other Members consent to the Assignee's admission as a Substitute Member.  The consent shall be evidenced by a written instrument, dated and signed by the other Members;

(ii)  The Assignee and the transferring Member shall execute and file with the Company all documents evidencing the terms of the transfer; and

(iii)  The Assignee and the transferring Member shall have fulfilled all other requirements of this Agreement.

B.  Upon a transfer or assignment by a Member other than by intestate succession or testamentary disposition, or through a decree or judgment from a court of competent jurisdiction, the transferor or assignor shall be presumed to have given, unless otherwise stated in writing, the transferee or Assignee the right to apply to become a Substitute Member. The admission of an Assignee as a Substitute Member shall become effective on the date that the admission is recorded in the books and records of the Company.  Any Member who purports to transfer all his interest in the Company shall cease to be a Member only when the Assignee is admitted as a Substitute Member.  Until that time, the transferring Member shall continue to have all rights and obligations of a Member, except those rights to distributions which were transferred or assigned.

C.  In no event shall any interest be transferred to a minor or any incompetent except by intestate succession or testamentary disposition, or through a decree or judgment from a court of competent jurisdiction.

D.  Any holder of an interest, including a right to distributions or charging order, shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment thereof, whether or not such holder in fact has executed such an express acknowledgment.

E.  Subject to the provisions of subsection D, the holder of an interest acquired by intestate succession or testamentary disposition, or through a decree or judgment from a court of competent jurisdiction, shall become a Substitute Member without the necessity of the Member's consent.

Section 9.03.  Prohibited Transfers and Assignments.  No transfer or assignment shall be made if the transfer or assignment (i) would violate applicable Federal and state securities laws or regulations, (ii) would materially adversely affect the classification of the Company as a partnership for Federal or state income tax purposes or (iii) would affect the Company's qualification as a limited liability company under the Act.

ARTICLE X

Admission and Expulsion of Members

Section 10.01.  Admission of Additional Members.  The Company may admit an additional Member by accepting Capital Contributions from such Member on such terms and conditions as are approved by the Members.  No Member shall have a preemptive or other right to make a capital contribution unless authorized by contract or the consent of the Members.

Section 10.02.  Expulsion of Members.  Members may by majority vote expel a Member for cause subject to the provisions of Section 11.01.

ARTICLE XI

Dissolution and Liquidation

Section 11.01.  Dissociation of Member.  Upon the death or withdrawal (an "Event of Dissolution") of a Member holding ten percent or more of the capital or Income interests (such Member sometimes called a "Dissociated Member"), the Company shall dissolve and its affairs shall be wound up.  The Company shall thereafter conduct only activities necessary to wind up its affairs, unless one or more Members remain, and the Member or those Members agree to continue the Company within 60 days after the Event of Dissolution.  If an election to continue the Company is made, the Company shall continue and the Dissociated Member or the successor to the interest of the Dissociated Member shall have the rights of any Assignee, and:

A. The remaining Members may elect, within 30 days of the decision to continue the Company, to purchase the Dissociated Member's interest on such terms and conditions as the remaining Members and the Dissociated Member or the legal representative of the Dissociated Member may agree.  If the remaining Members and the Dissociated Member (or such legal representative) do not agree, the remaining Members shall purchase the interest for a cash purchase price determined by the Company based on the value of the Capital Account of the Dissociated Member, as of the end of the calendar month preceding the Event of Dissolution, adjusted as if:  (i) all Company Property were sold at fair market value; (ii) all liabilities of the Company were paid; (iii) the Company was liquidated in accordance with the provisions of Section 11.02; and (iv) any reasonable damages suffered by the Company because of the withdrawal or wrongful acts of a Dissociated Member were reduced to judgment and charged against the Dissociated Member's Capital Account.  If the parties cannot agree on the fair market value of the interest of the Dissociated Member, then the parties shall use a business appraiser to evaluate the fair market value of the interest. The fair market value shall be paid within 90 days of the date of withdrawal or expulsion, except as otherwise provided in Article 3.04 for withdrawing members.

B.  The Company shall continue until the expiration of the term for which it was formed or until another Event of Dissolution, in which event any remaining Member or Members shall again elect whether to continue the Company pursuant to this Section 11.01.

Section 11.02.  Dissolution and Liquidation.  The Company shall be dissolved and its affairs shall be wound up when: (i) the term of the Company stated in the Articles of Organization expires; (ii) if, after an Event of Dissolution, the remaining Member or Members fail to continue the Company pursuant to Section 11.01; or (iii) the Members vote to dissolve the Company.

Section 11.03.  Method of Winding Up.  Upon dissolution of the Company pursuant to Section 11.02, the Company shall liquidate and wind up its affairs.  The Members shall continue to share profits and losses during the period of liquidation and winding up in the same proportion as before commencement of winding up and dissolution.  The proceeds from the liquidation and winding up shall be applied in the following order of priority:

A.  To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company other than liabilities to Members on account of their Capital Contributions or on account of a Member's withdrawal from the Company or pursuant to a withdrawal of capital; and

B.  The balance, to Members in accordance with this Agreement.

Unless the Members shall determine otherwise, all distributions will be made in cash, and none of the Company Property will be distributed in kind to the Members.

Section 11.04.  Filing Articles of Dissolution.  When an event set forth in Section 11.02 occurs, the Company shall file Articles of Dissolution as required by the Act, and shall take whatever other action may be advisable or proper to carry out the liquidation and winding up of the Company.

Section 11.05.  Return of Capital.  The return of Capital Contributions shall be made solely from Company Property.

ARTICLE XII

Action By Members; Meetings; Consents

Section 12.01.  Action By Members.  Whenever this Agreement references an action to be taken by the Members, such reference presumes that the vote or consent of Members having a Majority Interest is sufficient to take such action, unless a greater vote is specifically required by this Agreement.  With the vote or consent of a Majority Interest, the Members may amend this Agreement, unless the provision to be amended requires action by a greater vote, in which case the same greater vote shall be required to amend that provision.

Section 12.02.  Meetings.  Meetings may be called by any Member or a Manager, by giving at least five days' prior notice of the time, place and purpose of the meeting to all Members.

Section 12.03.  Adjournment.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, and such adjournment does not extend for more than 45 days.  At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 45 days, a notice of the adjourned meeting shall be given in accordance with this Section 12.04.

Section 12.04.  Waiver of Notice; Consent to Meeting.  The action taken at any meeting, however called and noticed, and whenever held, are as valid as though the action was taken at a meeting duly held, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each Member entitled to vote, but not present in person or by proxy, approves by signing a written waiver of notice or an approval to the holding of the meeting or an approval of the minutes thereof.  All waivers, consents, and approvals shall be filed with the Company records or made a part of the minutes of the meeting.  A Member’s attendance at a meeting shall constitute a waiver of notice of the meeting, except when such Member objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if the objection is expressly made at the meeting.

Section 12.05.  Quorum.  Members having a Majority Interest, represented in person or by proxy, shall constitute a quorum at a meeting of Members.  In the absence of a quorum, any meeting of Members may be adjourned from time to time by the Members represented either in person or by proxy, but no other matters may be proposed, approved or disapproved, except as provided in Section 12.03.

Section 12.06.  Action Without a Meeting.  Any action that may be taken at a meeting of the Members may be taken without a meeting if a consent to such action is signed by those Members sufficient in number to have taken action at a meeting.  Prompt notice of the taking of any action without a meeting shall be given to those Members who have not consented in writing.

ARTICLE XIII

General Provisions

Section 13.01.  Notices.  Any notice, demand, request or report required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class mail, overnight delivery, facsimile transmission, or other suitable means to the Member to the address shown on the records of the Company.  Any notice, payment, or report to be given or sent to a Member shall be deemed conclusively to have been given or sent, upon posting or transmitting of such notice, payment, or report to the address shown on the records of the Company, regardless of any claim of any Person who may have an interest by reason of an assignment or otherwise.

Section 13.02.  Resolutions of Controversies and Claims.  In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including any claim of fraud, misrepresentation, or fraudulent inducement), arising out of or related to the corporate contract between and among the Company, its Members, Managers, employees, or agents (as the contract is embodied under this Agreement, any resolutions, the Act and the common law at the time of the acts giving rise to the controversy or claim) (the “Dispute”), the parties agree as follows:

(i) Mediation.  If the Dispute cannot be resolved by negotiation, the parties agree to submit the Dispute to mediation by a mediator mutually selected by the parties.  If the parties are unable to agree upon a mediator, the American Arbitration Association shall appointed the mediator.  In any event, the mediation shall take place within 30 days of the date that a party gives the other party written notice of its desire to mediate the Dispute.

(ii) Arbitration.

A.  If not resolved by mediation, the parties shall resolve the Dispute by arbitration pursuant to this Section and the then-current rules and supervision of the American Arbitration Association. The arbitration shall be held in New York City, New York, before a single arbitrator who is knowledgeable about the subject matter of the disputed issue or issues. The arbitrator may order the parties to exchange copes of non-rebuttal exhibits and copies of witness lists in advance of the arbitration hearing.  The arbitrator shall, however, have no other power to order discovery or depositions unless and then only to the extent that all parties otherwise agree in writing.  The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction.  The arbitrator shall not have the power to award, and no one subject to this Section shall seek, an award of, punitive, exemplary, or consequential damages, or any damages excluded by or in excess of any damage limitations expressed in this Agreement or any subsequent agreement between the parties. To prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief.

B.  Issues of arbitrability shall be determined in accordance with the Federal substantive and procedural laws relating to arbitration.  All other aspects of the Agreement shall be interpreted in accordance with, and the arbitrator shall apply and be bound to follow, the substantive laws of the State of New York.  Each party shall bear its own attorneys’ fees associated with negotiation, mediation, and arbitration, and other costs and expenses shall be borne as provided by the rules of the American Arbitration Association.  If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses, and attorneys’ fees reasonably incurred by the other party.

(iii) Confidentiality.  Neither a party, witness, or the arbitrator may disclose the facts of the underlying dispute or the contents or results of any negotiation, mediation, or arbitration without the prior written consent of all parties, except as necessary (and then only to the extent required) to enforce or challenge the settlement agreement or the arbitration award or to comply with legal, financial or tax reporting requirements.

(iv) Limitations on Actions.  No party may bring a claim or action, regardless of form, arising out of or related to this Agreement, including any claim of fraud, misrepresentation, or fraudulent inducement, more than one year after the cause of action accrues, unless the injured party could not have reasonably discovered, and did not discover, the basic facts supporting the claim within one year.

(v) Covered Parties.  The duties to mediate and arbitrate shall extend to any director, officer, employee, shareholder, principal agent, trustee in bankruptcy or otherwise, affiliate, subsidiary, third-party beneficiary, or guarantor of a party making or defending a claim that would otherwise be subject to this Section.  Unless the context otherwise requires, references to party or parties within this Section shall include the foregoing persons, provided, however, that the specific provisions regarding the allocation of costs in paragraph (ii).B. shall not preclude any rights to indemnification, reimbursement, contribution or other similar benefits held by the foregoing persons.

(vi) Severability.  If any part of this Section is held to be unenforceable, it shall be severed and shall not affect either the duties to mediate and arbitrate or any other part of this Section.

Section 13.03.  Captions.  All article and section captions in this Agreement are for convenience only.  They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions.  Except as specifically provided otherwise, references to "Articles" and "Sections" are to Articles and Sections of this Agreement.

Section 13.04.  Pronouns and Plurals.  Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 13.05.  Further Actions.  The parties to this Agreement shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 13.06.  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assignees.

Section 13.07.  Integration.  This Agreement constitutes the entire agreement among the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements and understandings pertaining to this Agreement.

Section 13.08.  Waiver.  No failure by any party to insist upon the strict performance of any covenants, duty, agreement or condition of this Agreement or to exercise any right or remedy arising from a breach shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 13.09.  Counterparts.  This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties, notwithstanding that all such parties are not signatories to the original or the same counterpart.  Each party shall become bound by this Agreement immediately upon affixing its signature, independently of the signature of any other party.

Section 13.10.  Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to its principles of conflict of laws.

Section 13.11.  Invalidity of Provisions.  If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected.

The Members sign this Agreement as of the above date by execution of the attached signature pages.

SHAHN C. ANDERSEN

FORWARD PROFIT INVESTING LLC

SUBSCRIPTION SIGNATURE PAGE

This subscription is made by and between FORWARD PROFIT INVESTING LLC , an New York limited liability company (the "Company"), and the undersigned.  In consideration of the Company's agreement to accept the undersigned as a Member of the Company upon the terms and conditions set forth in the Company's Operating Agreement, the undersigned agrees and represents as follows:

1.  The undersigned is contributing to the Company capital in the amount (and if other than cash, in the nature) set forth on Exhibit A.

2.  The undersigned represents and warrants to, and agrees with the Company, as follows:

(a)  The undersigned is acquiring an interest in the Company for his own account and not for the account of any other person, and not with a view to distribution, assignment or resale to others or to fractionalization in whole or in part.  No other person has or will have a direct or indirect beneficial interest in such interest and the undersigned will not sell, hypothecate or otherwise transfer his interest except in accordance with the Operating Agreement.

(b)  The undersigned has been furnished with and has carefully read the Operating Agreement and fully understands the rights and obligations associated with ownership of these interests.

(c)  The Company has made available to the undersigned all documents and information that the undersigned has requested relating to the interests.

(d)  The undersigned has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the interests in the Company and of making an informed decision.

4.  This Subscription Agreement and the Operating Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. This agreement may be amended only by a writing executed by all parties.

EXHIBIT A

Name of Member	Ownership	Capital Contribution	Date
SHAHN C. ANDERSEN	100%	$1,000.00	MARCH 19, 2009
MANAGING MEMBER

EX-23.1

Exhibit 23.1

General Counsel, P.C.

Darian B. Andersen

Attorney and Counselor at Law

1015 Waterwood Parkway, Suite H-1

Edmond, Oklahoma 73034

(405) 330-2235 FAX: (405) 330-2236

dband@buslaw.net

May 4, 2009

Mr. Shahn Andersen

President / CEO

Forward Profit Investing LLC

56 Cambridge Place

Brooklyn, NY 11238

RE: Opinion of Counsel for Registration Statement on Form S-1 Under the Securities Act of 1933 (the "Registration Statement") of Forward Profit Investing LLC, a New York limited liability company.

Dear Mr. Andersen:

Darian B. Andersen of the Law Offices of General Counsel, P.C, (the "Firm") has acted as special counsel for Forward Profit Investing LLC, a New York limited liability company (the "Company") for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of 70,000 units (the "Units") of Forward Contracts for the Company.

In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents:

1.   Articles of Organization of the Company,  as amended to date;

2.   Operating Agreement, as amended to date;

3.   Such other instruments and documents, if any, as we believe to be necessary for the purpose of rendering the following opinion.

In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to me as originals, the conformity to the original instruments of all documents, certificates and records submitted to me as copies, and the authenticity and completeness of the originals of such instruments.  As to certain matters of fact relating to this opinion, we have relied on the accuracy and truthfulness of certificates of officers of the Company and on certificates of public officials, and have made such investigations of law as we have believed necessary and relevant.

Darian B. Andersen, the principal of the firm is a licensed attorney in New York.  We do not express any opinion as to the laws of any other jurisdiction other than the Business and General Corporation Law of the State of New York, all applicable provisions of the New York State Constitution and all reported judicial decisions interpreting those laws as well as U.S. Federal Securities Laws. No opinion is expressed herein with respect to the qualification of the Units under the securities or blue sky laws of any state or any foreign jurisdiction.

This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. Based on the following I am of the following opinion:

1.  Forward Profit Investing LLC (the "Company") is a duly and legally organized and existing New York State Limited Liability Company, with its registered statutory office located at 56 Cambridge Place, Brooklyn, NY 11238. The Articles of Organization was submitted to the New York State Division of Corporations on March 19, 2009.  The Company's existence and form is valid and legal pursuant to the statutes of the State of New York.  Based on the Firm's personal review of the records made available to it and inquiry with the New York State Division of Corporations through its web site, the Company's status is shown as "ACTIVE."

2.  The Company is a fully and duly organized New York limited liability company.  All of the ownership interests are in the name of Shahn C. Andersen.

3.  To the best of my knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. I know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. I know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.

4.  By Company resolution, the Company has authorized the sale of 70,000 units of Forward Contracts for this offering.

Based upon the foregoing, I am of the opinion that the Forward Contract units being offered for sale by the Company pursuant to this Registration Statement will be a binding obligation of the Company when sold and agreed to as contemplated by the registration statement.

The Firm hereby consents to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement.  In giving this consent, I do not hereby admit that I was acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder.

     Very truly yours,

/s/ Darian B. Andersen

EX-23.2

P.C LIU CPA, P.C.

136-40 39TH AVENUE,

FLUSHING, NEW YORK

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion in the Registration Statement on Form S-1 of FORWARD PROFIT INVESTING LLC (a development stage company) of our report dated April 16, 2009, on our audit of the balance sheet of FORWARD PROFIT INVESTING LLC as of March 31, 2009, and the related statements of operations, changes in member’s capital, and cash flows for the period from March 19, 2009 (date of inception) through March 31, 2009.

Our report, dated April 16, 2009, contains an explanatory paragraph that states that FORWARD PROFIT INVESTING LLC has not generated revenue or positive cash flows from operations to date and has an accumulated deficit at March 31, 2009. These conditions raise substantial doubt about the LLC’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Pearl Liu, CPA  

P.C. LIU, CPA, P.C.

May 15th, 2009

Flushing, New York

 

EX-99.1

Exhibit 99.1

FORWARD CONTRACT

CONTRACT FOR FORWARD PROFIT

DATED JUNE 1, 2009

1.    PARTIES.

Seller:	FORWARD PROFIT INVESTING LLC, 56 Cambridge Place,
	Brooklyn, NY, 11238. Phone no. 888.968.3679. Fax no. 718.874.6889
Buyer:	JOHN DOE, 500 Maple Street, Hempstead, NY 13582
	Phone no. 516.555.5555. Fax no. 516.555.5555

2.    DESCRIPTION OF PROFIT.

Buyer agrees to purchase two days of the net Profit generated by a property (“Profit”) that is owned or will be purchased by a subsidiary of Forward Profit Investing LLC. It is expressly agreed between Buyer and Seller that the value of the two days of net Profit at the date of the signing of this contract will be $300. It is also agreed that at the end of this contract the value of the two days will be $327.00. At the settlement of this contract the Seller will pay the Buyer its principal investment of $300 plus the increase in the value of the net Profit for the two days it has agreed to buy. This difference is agreed to be $27, or a 9% return on investment for the time period of the contract.

3.    CONTRACT PERIOD.

This contract is entered into on June 1, 2009 and will expire on June 1, 2010. The two days of net profit that will be purchased by the Buyer will occur sometime between May 1, 2010 and June 1, 2010.

4.    DEPOSIT.

Buyer agrees to pay $300.00 to Seller as a deposit on this contract.

5.    SUBSIDIARY.

It is hereby agreed that a wholly owned subsidiary of Forward Profit Investing LLC named GAB FPI LLC does own or will purchase a multi-family investment property located at 293 Grand Avenue in Brooklyn, NY that will be the primary source of the net profit upon which this contract is based. At any time, the management of Forward Profit Investing LLC may transfer the obligations of this contract to a different subsidiary that owns or will purchase a different property. Buyer will be provided written notification within 30 days of such a transfer if it is during the contract period.

6.    SETTLEMENT.

On the last day of this contract, the Seller shall settle the contract and deliver to the Buyer the Profit agreed to in Section 2.

7.    TERMINATION OF CONTRACT.

This contract may not be terminated by either party.

8.    LIMITATION OF LIABILITY.

In no event shall Seller be liable for any special, indirect, incidental or consequential damages arising out of or connected with this Agreement or the Profit, regardless of whether a claim is based on contract, tort, strict liability or otherwise, nor shall Buyer's damages exceed the amount of the purchase price of the Profit.

9.    TAXES.

Buyer shall pay as appropriate any capital gains, income, or other tax imposed or levied with respect to the payment on the settlement of the Contract. In no event shall Buyer be responsible for any tax imposed upon Seller based upon Seller's income or for the privilege of doing business.

10.  NOTICES.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

Seller:	FORWARD PROFIT INVESTING LLC, 56 Cambridge Place,
	Brooklyn, NY, 11238. Phone no. 888.968.3679. Fax no. 718.874.6889
Buyer:	JOHN DOE, 500 Maple Street, Hempstead, NY 13582
	Phone no. 516.555.5555. Fax no. 516.555.5555

11.     GOVERNING LAW.

This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any claim may only be enforced in the courts of the State of New York.

12.     FINAL AGREEMENT.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.  This Agreement may be modified only by a further writing that is duly executedby both parties.

13.     SEVERABILITY.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

14.     SECURITY.

This contract is a security as defined by the Securities Act of 1933. It is being offered subject to the rules and regulations of the S1 Prospectus of Forward Profit Investing LLC as registered with the SEC on May 5, 2009 under registration #xxxx-xxxxxx.

15.     HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

____________________________________

SELLER - - FORWARD PROFIT INVESTING LLC

____________________________________

BUYER - - JOHN DOE