0001615774-16-004886.txt : 20160411 0001615774-16-004886.hdr.sgml : 20160411 20160411154204 ACCESSION NUMBER: 0001615774-16-004886 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 67 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160411 DATE AS OF CHANGE: 20160411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T.A.G. Acquisitions Ltd. CENTRAL INDEX KEY: 0001610785 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 471363493 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55226 FILM NUMBER: 161565074 BUSINESS ADDRESS: STREET 1: 130 EAST ROUTE 59 STREET 2: SUITE #6 CITY: SPRING VALLEY STATE: NY ZIP: 10977 BUSINESS PHONE: 845-517-3673 MAIL ADDRESS: STREET 1: 130 EAST ROUTE 59 STREET 2: SUITE #6 CITY: SPRING VALLEY STATE: NY ZIP: 10977 FORMER COMPANY: FORMER CONFORMED NAME: Surprise Valley Acquisition Corp DATE OF NAME CHANGE: 20140613 10-K 1 s102972_10k.htm FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 000-55226

T.A.G. ACQUISITIONS LTD.
(Exact name of registrant as specified in its charter)

SURPRISE VALLEY ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its charter)

Delaware	47-1363493
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

130 East Route 59 Suite #6
Spring Valley, New York, 10977
(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: 845-517-3673

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.0001 par value per share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

¨ Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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”, “non-accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

$250,000

As of March 27, 2016, the registrant had 6,300,000 shares of its common stock, par value $0.0001 per share, outstanding.

PART I

Item 1. Business

Company History

T.A.G. Acquisitions Ltd. (“T.A.G.” or the “Company”) (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

On June 18, 2014, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 12(g) thereof which became automatically effective 60 days thereafter.

The Company was originally formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Exchange and, prior to November 2014, its operations had been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934.

On November 17, 2014, the Company changed its name to T.A.G. Acquisitions, Ltd. and filed the amendment with the State of Delaware. The Company entered into the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. The Company calls this “repositioning.”

The Company intends to continue seeking multiple real estate investment opportunities throughout the United States, initially focusing on areas in and around New York City, New Jersey, Georgia and Maryland.

Recent Developments

New Jersey Purchases

On August 13, 2015, the Company entered into a securities purchase agreement with Waydell 32-38 LLC, whereby the Company purchased a 100% interest in Waydell for 300,000 shares of the Company’s common stock. Waydell is a real estate holding company that owns and manages the real estate property located at 32-38 Waydell Street, Newark, New Jersey. In addition to the acquisition of this property, the Company also incurred $15,325 in connection with the development of this property. The carrying value of this property at December 31, 2005 is $165,325.

On December 17, 2015, the Company entered into an agreement to purchase property located at 81 Clay Street, Newark, NJ for $4,000,000. The transaction was expected to close on or before March 16, 2016; however, an extension was granted for an additional carrying cost of $15,000 and the expected closing date is May 1, 2016. Additional extensions may be granted if needed.

Georgia Purchases

On November 20, 2015, through its newly created subsidiaries, Creekside by TAG LLC and Tall Pines by TAG LLC, the Company purchased properties in Decatur, GA and Atlanta, GA respectively. The purchase prices for the Creekside and Tall Pines properties were $1,820,000 and $480,000, respectively. Both of these properties are being renovated. The Company secured loans in the aggregate principal amount of $11,000,000 at a 12% interest rate from various lenders to cover the purchase prices, as well as the construction costs for the properties. The loans are due on November 30, 2016. Chester Meisels, the CEO for the Company, personally guaranteed repayment of the loans. The Company estimates the cost of the renovations to the properties to range between $6,000,000 and $7,500,000.

Subsequent Events

On February 23, 2016, the Company entered into an Agreement of Assignment Bid that gives the Company the right to purchase a property in Holliswood, New York for $999,500, plus finders’ fees of $200,500, for an aggregate purchase price of $1.2 million.

Going Concern

The Company has generated minimal revenue since inception and has sustained operating losses during the year ended December 31, 2015 of $796,231. As of December 31, 2015, the Company had an accumulated deficit of $796,938 and a working capital deficit of $3,912,938. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its majority stockholder or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, from the sale of its equity or from long-term debt financing. The Company has recently purchased two properties in Georgia and obtained $11 million in short-term financing to purchase and renovate the two properties. The Company is currently seeking to raise capital through the sale of its equity securities. However, there can be no assurances that the Company will be successful raising capital through the sale of its equity securities. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

Employees

The Company has six employees, including its officers.

Marketing

The Company’s sales and marketing strategies are focused on ways in which “pricing concepts are marketed” to its customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue.

Item 1A. Risk Factors.

Not required by a smaller reporting company.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties

The Company’s executive office is located at 130 East Route 59, Suite #6, Spring Valley, NY 10977. The Company believes that its office is adequate for its present needs.

On August 13, 2015, the Company acquired 100% of Waydell 32-38 LLC, in exchange for 300,000 shares of the Company’s common stock,. Waydell is a real estate holding company that owns and manages the real estate property at 32-38 Waydell Street, Newark, New Jersey.

On November 20, 2015, through its newly created subsidiaries, Creekside by TAG LLC and Tall Pines by TAG LLC, the Company purchased properties in Decatur, GA and Atlanta, GA respectively. Both of these properties are in need of significant renovations. The purchase prices for the Creekside and Tall Pines properties were $1,820,000 and $480,000, respectively. Both of these properties are being renovated. The Company secured loans in the aggregate principal amount of $11,000,000 at a 12% interest rate from various lenders to cover the purchase prices, as well as the construction costs for the properties. The loans are due on November 30, 2016. Chester Meisels, the CEO for the Company, personally guaranteed repayment of the loans. The Company estimates the cost of the renovations to the properties to range between $6,000,000 and $7,500,000. The Company plans to retire the loan at the conclusion of a 12 month period through a conventional refinancing at an anticipated interest rate between 5% and 8%.

Item 3. Legal Proceedings

There is no litigation pending or threatened by or against the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is currently no public market for the Company’s securities.

The Company may wish to cause its common stock to trade in one or more United States securities markets. The Company anticipates that it will take the steps required for such admission to quotation following a business combination or at some later time.

At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board. The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

Holders

There are four record holders of the Company’s common stock as of March 27, 2016.

Dividends

We have never paid any cash dividends on our common stock, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion and development of our business.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans.

Recent Sales of Unregistered Securities

On May 20, 2014, the Company issued 20,000,000 common shares at a discount of $2,000 to two persons who, at the time, were directors and officers of the Company. On November 17, 2014 the Company redeemed an aggregate of 19,500,000 of those 20,000,000 shares of common stock.

On November 18, 2014, the Company issued 3,000,000 shares of its common stock to Chester Meisels, its CEO and sole director. On April 20, 2015, the Company issued 2,500,000 founder shares to Chester Meisels.

On August 13, 2015, the Company issued 300,000 shares of common stock to Moses Schwartz in connection with the acquisition of Waydell. The shares were valued at $150,000 which is the amount paid for the only asset owned by Waydell that was purchased in 2015 — real property located at 32-38 Waydell Street, Newark, New Jersey.

Item 6. Selected Financial Data

Not required by a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This annual report on Form 10-K and other reports filed the Company from time to time with the SEC contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates. This discussion and analysis should be read in conjunction with the Company’s financial statements and accompanying notes to the financial statements for the year ended December 31, 2015.

Overview and Highlights

Company Background

T.A.G Acquisitions Ltd. (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On November 17, 2014, we changed our name to T.A.G. Acquisitions, Ltd. and filed the amendment with the State of Delaware.

We are in the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. We call this “repositioning.” Our sales and marketing strategies are also focusing on ways in which “pricing concepts are marketed” to our customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue.

We intend to continue seeking multiple real estate investment opportunities throughout the United States, but we are initially focusing on areas in and around New York City, New Jersey, Georgia and Maryland.

On August 13, 2015, we entered into a securities purchase agreement with Waydell 32-38, LLC whereby we purchased a 100% interest in Waydell for 300,000 shares of our common stock. Waydell is a real estate holding company formed on June 15, 2015 to own and manage the real estate property located at 32-38 Waydell Street, Newark, New Jersey. On June 25, 2015, Waydell purchased the property in Newark, New Jersey for $150,000. Waydell currently has no results of operations and as a result no pro forma financial disclosures are required. The 300,000 shares issued to Moses Schwartz in connection with this acquisition were valued at $150,000 which is the amount paid for the only asset owned by Waydell that was recently purchased on June 25, 2015 — real property located at 32-38 Waydell Street, Newark, New Jersey. Waydell had no liabilities. Our plan is to develop eleven "upscale" 2-bedroom apartments on this property.

On November 20, 2015, through our newly created subsidiaries, Creekside and Tall Pines, we purchased properties in Decatur, GA and Atlanta, GA respectively. Both of these properties are in need of significant renovations and did not have any significant operating activities prior to the acquisition and as a result no pro forma financial disclosures have been provided. The initial purchase price for the Creekside and Tall Pines properties was $1,820,000 and $480,000, respectively The Company secured loans in the aggregate principal amount of $11,000,000 at a 12% interest rate from various lenders to cover the purchase prices, as well as the construction costs for the properties. The loans are due on November 30, 2016. . Both of these properties are being renovated and the cost to renovate the properties is being capitalized. In addition, the Company has issued notes payable to financing the initial purchase of the properties and the renovations; and therefore has capitalized interest on these properties. Total capitalized interest included in Investments in Real Estate at December 31, 2015 was $29,854. .. Chester Meisels, the CEO for the Company, personally guaranteed repayment of the loans. The Company estimates the cost of the renovations to the properties to range between $6,000,000 and $7,500,000. Creekside and Tall Pines have no results of operations and as a result no pro forma financial disclosures are required.

Recent Developments

On December 15, 2015, the Company entered into an agreement to purchase property located at 81 Clay Street, Newark, New Jersey for $4,000,000. The Company paid a deposit of $50,000 prior to December 31, 2015 and is expected to close on or before May 1, 2016.

Going Concern

We generated minimal revenue since inception and have sustained operating losses during the year ended December 31, 2015 of $796,231. As of December 31, 2015, we had an accumulated deficit of $796,938 and a working capital deficit of $3,912,938. Our continuation as a going concern is dependent on our ability to generate sufficient cash flows from operations to meet our obligations and/or obtaining additional financing from our majority stockholder or other sources, as may be required.

The accompanying financial statements have been prepared assuming that we will continue as a going concern; however, the above condition raises substantial doubt about our ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

In order to maintain our current level of operations, we will require additional working capital from either cash flow from operations, from the sale of our equity or from long-term debt financing. We recently purchased two properties in Georgia and obtained $11 million in short-term financing to purchase and renovate the two properties. We are currently seeking to raise capital through the sale of our equity securities. However, there can be no assurances that we will be successful raising capital through the sale of our equity securities. If we are unable to acquire additional working capital, we will be required to significantly reduce our current level of operations.

Results of Operations

For the Fiscal Year Ended December 31, 2015, Compared to the Period from May 20, 2014 (inception) to December 31, 2014

Revenue

The Company has generated minimal revenue since inception. As of December 31, 2015, the Company’s revenue was $10,134 compared to $0 for the period from May 20, 2014 (inception) to December 31, 2014. The increase in revenue is attributable to minimal rental income generated from the acquisition of one of the properties in Georgia.

Operating Expenses

Operating expenses for the year ended December 31, 2015, were $674,527 compared to $707 for the period from May 20, 2014 (inception) to December 31, 2014, an increase of $673,820, attributable to expansion of our operations in 2015. We had minimal operations in 2014. Our principal general and administrative expenses are payroll related costs, professional fees and rent.

Interest Expense

Interest expense for the year ended December 31, 2015, was $131,838 compared to $0 for the period from May 20, 2014 (inception) to December 31, 2014, an increase of $131,838, attributable to notes payable obtained in 2015, principally the notes for the acquisition and renovation of the Georgia properties.

Net Loss

For the year ended December 31, 2015, the Company had sustained a net loss of $796,231, as compared to a net loss of $707 for the period from May 20, 2014 (inception) to December 31, 2014. The increase in net loss is attributed to the factors described above.

Liquidity and Capital Resources

We have financed our operations since inception from capital contributions and advances from our majority stockholder and proceeds from notes payable. During the year ended December 31, 2015, we received an advance and a capital contribution from our majority stockholder of $260,190 and $80,383, respectively. We also received notes payable for aggregate proceeds of $4,151,990.

The following table summarizes working capital at December 31, 2015, compared to December 31, 2014.

	December 31, 2015			December 31, 2014		Increase / (Decrease)
Current Assets	$	1,763,427		$	-	$	1,763,427
Current Liabilities	$	5,676,365		$	-	$	5,676,365
Working Capital (Deficit)	$	(3,912,938	)	$	-	$	(3,912,938	)

Contractual Obligations

Our significant contractual obligations as of December 31, 2015, are as follows:

							More than
	Less than		One to three		Three to five		Five
	One Year		Years		Years		Years		Total
Notes payable	$	5,448,990	$	12,000	$	8,000	$	-	$	5,468,990
Advances from stockholder		260,190		-		-		-		260,190
Total	$	5,709,180	$	12,000	$	8,000	$	-	$	5,729,180

Off-Balance Sheet Arrangements

At December 31, 2015, we had no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required by a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

T.A.G. ACQUISITIONS LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

Table of Contents

	Page

Report of Independent Registered Public Accounting Firm	F-1

Financial Statements:

Consolidated Balance Sheets as of December 31, 2015 and 2014	F-2

Consolidated Statements of Operations for the Year Ended December 31, 2015 and for the period from May 24, 2014 (Inception) to December 31, 2014	F-3

Consolidated Statements of Stockholders’ Deficit for the Year Ended December 31, 2015 and for the period from May 24, 2014 (Inception) to December 31, 2014	F-4

Consolidated Statements of Cash Flows for the Year Ended December 31, 2015 and for the period from May 24, 2014 (Inception) to December 31, 2014	F-5

Notes to Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

T.A.G. Acquisitions LTD

We have audited the accompanying balance sheets of T.A.G. Acquisitions LTD (the "Company") as of December 31, 2015 and 2014, and the related statement of operations, stockholders' deficit, and cash flows for the year ended December 31, 2015 and for the period from May 20, 2014 (Inception) through December 31, 2014. T.A.G. Acquisitions LTD's 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 standards of the Public Company Accounting Oversight Board (United States). Those 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 audits 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 audits 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 T.A.G. Acquisitions LTD as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the year ended December 31, 2015 and for the period from May 20, 2014 (Inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no significant revenues and no income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3, which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach, CA

April 11, 2016

F-1

T.A.G. ACQUISITIONS LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2015			2014
ASSETS

Current Assets:
Cash	$	553,427		$	-
Prepaid interest		1,210,000			-
Total current assets		1,763,427			-

Investments in real estate		3,293,840			-
Deposits		73,250			-
TOTAL ASSETS	$	5,130,517		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable	$	26,629		$	-
Accrued expenses		15,184			-
Accrued payroll		-			-
Accrued payroll to stockholder		121,383			-
Notes payable, net of discount of $196,011		5,252,979			-
Advances from stockholder		260,190			-
Total current liabilities		5,676,365			-

Notes payable, net of current portion		20,000			-
TOTAL LIABILITIES	$	5,696,365			-
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,300,000 and 3,500,000 shares issued and outstanding		630			350
Additional paid-in capital		230,460			357
Accumulated deficit		(796,938	)		(707	)
Total stockholders' deficit		(565,848	)		-
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,130,517		$	-

The accompanying notes are an integral part of these financial statements

F-2

T.A.G. ACQUISITIONS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Period from
	For the			May 20, 2014
	Year Ended			(Inception) to
	December 31,			December 31,
	2015			2014

Revenue	$	10,134		$	-

Operating expenses:
General and administrative expenses		674,527			707
Loss from operations		(664,393	)		(707	)

Other expense
Interest expense		(131,838	)		-
Loss before income taxes		(796,231	)		(707	)

Income taxes		-			-

Net loss	$	(796,231	)	$	(707	)

Weighted average shares outstanding :
Basic		5,361,644			16,787,611
Diluted		5,361,644			16,787,611

Loss per share
Basic	$	(0.15	)	$	(0.00	)
Diluted	$	(0.15	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-3

T.A.G. ACQUISITIONS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2015 AND FOR THE PERIOD FROM MAY 20, 2014
(INCEPTION) TO DECEMBER 31, 2014

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Deficit
Balance, May 20, 2014 (Inception)		-			-			-			-			-
														-
Issuance of common stock		23,000,000			2,300			(2,300	)					-
Redemption of common stock		(19,500,000	)		(1,950	)		1,950						-
Capital contribution								707						707
Net loss											(707	)		(707	)

Balance, December 31, 2014		3,500,000		$	350		$	357		$	(707	)	$	-

Issuance of common stock to founder		2,500,000			250			(250	)					-
Issuance of common stock for Waydell 32-38 LLC		300,000			30			149,970						150,000
Capital contribution								80,383						80,383
Net loss											(796,231	)		(796,231	)

Balance, December 31, 2015		6,300,000		$	630		$	230,460		$	(796,938	)	$	(565,848	)

The accompanying notes are an integral part of these financial statements

F-4

T.A.G. ACQUISITIONS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31, 2015			For the Period from May 20, 2014 (Inception) to December 31, 2014
OPERATING ACTIVITIES:
Net loss	$	(796,231	)	$	(707	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs		23,989
Change in current assets and liabilities:
Prepaid interest		110,000
Accounts payable		26,629			-
Accrued expenses		15,184			707
Accrued payroll		-			-
Accrued payroll to stockholder		121,383			-
Net cash used in operating activities		(499,046	)		-

INVESTING ACTIVITIES:
Payments for investments in real estate		(3,143,840	)		-
Payments for deposits		(73,250	)		-
Net cash used in investing activities		(3,217,090	)		-

FINANCING ACTIVITIES:
Advances from stockholder		260,190			-
Proceeds from issuance of notes payable		4,151,990			-
Payment of debt issuance costs		(220,000	)		-
Payments on notes payable		(3,000	)		-
Proceeds from issuance of common stock		-			-
Capital contribution by stockholder		80,383			-
Net cash provided by financing activities		4,269,563			-

NET INCREASE IN CASH		553,427			-

CASH, BEGINNING BALANCE		-			-

CASH, ENDING BALANCE	$	553,427		$	-

CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for real estate	$	150,000		$	-
Issuance of note payable for prepaid interest	$	1,320,000		$	-

The accompanying notes are an integral part of these financial statements

F-5

T.A.G. ACQUISITIONS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

Note 1 – Organization and Basis of Presentation

Description of Business

T.A.G. Acquisitions Ltd. (the “Company”) (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On November 17, 2014, the Company changed its name to T.A.G. Acquisitions, Ltd. and filed the amendment with the State of Delaware.

The Company is in the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. The Company calls this “repositioning.” The Company’s sales and marketing strategies are also focusing on ways in which “pricing concepts are marketed” to its customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company, Waydell 32-38 LLC (“Waydell”), Creekside by TAG LLC (“Creekside”) and Tall Pines by TAG LLC (“Tall Pines”). The results of operations for Waydell have only been included since the date of acquisition of August 13, 2015 and for Creekside and Tall Pines have only been included since their inception on October 22, 2015. All intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

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

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2015 and 2014.

F-6

Concentration of risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions As of December 31, 2015 and 2014, the Company had cash balances in excess of the Federal Deposit Insurance Corporation limit of $384,234 and $0, respectively.

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Fair value of financial instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

F-7

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

The Company had no such financial instruments outstanding as of September 30, 2015 and December 31, 2014.

Recent accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09) , which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard beginning January 1, 2017.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In February, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

F-8

Note 3 – Going Concern

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, from the sale of its equity or from long-term debt financing. The Company has recently purchased two properties in Georgia and have obtained $11 million in short-term financing (which includes line of credit of $5,680,000) to purchase and renovate the two properties. The Company is currently seeking to raise capital through the sale of its equity securities. However, there can be no assurances that the Company will be successful raising capital through the sale of its equity securities. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

Note 4 – Investments in Real Estate

On August 13, 2015, the Company entered into a securities purchase agreement with Waydell whereby the Company purchased a 100% interest in Waydell for 300,000 shares of the Company’s common stock. Waydell is a real estate holding company that owns and manages the real estate property located at 32-38 Waydell Street, Newark, New Jersey. On June 25, 2015, Waydell purchased the property in Newark, New Jersey for $150,000. Waydell currently has no results of operations and as a result no pro forma financial disclosures are required. The 300,000 shares issued to Moses Schwartz in connection with this acquisition were valued at $150,000 which is the amount paid for the only asset owned by Waydell that was recently purchased on June 25, 2015 — real property located at 32-38 Waydell Street, Newark, New Jersey. Waydell had no liabilities. In addition to the acquisition of this property, the Company also incurred $15,325 in connection with the development of this property. The carrying value of this property at December 31, 2005 is $165,325.

On November 20, 2015, through its newly created subsidiaries, Creekside and Tall Pines, the Company purchased properties in Decatur, GA and Atlanta, GA respectively. Both of these properties are in need of significant renovations and did not have any significant operating activities prior to the acquisition and as a result no pro forma financial disclosures have been provided. The initial purchase price for the Creekside and Tall Pines properties was $1,820,000 and $480,000, respectively. The purchases were financed from the issuance of notes payable (See Note 5). Both of these properties are being renovated and the cost to renovate the properties is being capitalized. In addition, the Company has issued notes payable to financing the initial purchase of the properties and the renovations; and therefore has capitalized interest on these properties. Total capitalized interest included in Investments in Real Estate at December 31, 2015 was $29,854. Chester Meisels, the CEO for the Company, personally guaranteed repayment of the loans. The Company estimates the cost of the renovations to the properties to range between $6,000,000 and $7,500,000.

F-9

A summary of the Company’s real estate holdings is below;

		December 31,
		2015
Waydell	32-38 Waydell Street Newark, NJ	$	165,325
Creekside	3000 Ember Drive Decatur, GA		2,633,766
Tall Pines	3200 Cushman Circle Atlanta, GA		494,749
		$	3,293,840

Waydell currently has no results of operations and as a result no pro forma financial disclosures are required.

Creekside and Tall Pines have no results of operations and as a result no pro forma financial disclosures are required.

Note 5 – Notes Payable

Notes payable consist of the following:

	December 31,
	2015
Note payable dated June 5, 2015; unsecured; interest at 0% per annum; due June 5, 2016	$	20,000

Note payable dated April 15, 2015; unsecured; interest at 0% per annum; monthly payments of $500; due April 15,2020		26,000

Note payable dated July 15, 2015; unsecured; interest at 10% per annum; due July 1, 2016		28,600

Note payable dated October 1, 2015; unsecured; interest at 10% per annum; due October 1, 2016		74,390

Notes payable to Sharestates Investing, LLC, an unrelated party, dated November 20, 2015; secured by Creekside and Tall Pines properties and guaranteed by the Company's CEO; interest at 12% per annum; due November 30, 2016		5,320,000

Total		5,468,990
Note discount		(196,011	)
Net amount		5,272,979
Less current portion		(5,252,979	)
Long-term portion	$	20,000

The Company issued four commercial promissory notes and four commercial non-revolving line of credit promissory notes to Sharestates Investing, LLC for an aggregate of $11,000,000 in connection with the purchase of the Creekside and Tall Pines properties. The interest rate for all the notes is 12% and all the notes are due on November 30, 2016. The four commercial promissory notes were issued at closing and totaled $5,320,000. The aggregate of the four commercial non-revolving line of credit promissory notes of $5,680,000 is available for the Company to draw down for the renovations of the Creekside and Tall Pines properties.

F-10

In connection with the issuances of these notes totaling $11,000,000, the Company was required to pay debt issuance costs of 2% of the total balance or $220,000. These debt issuance costs are shown as a note discount and amortized over the term of the notes. During the year ended December 31, 2015, the Company amortized $23,989 of the debt issuance costs which is included in interest expense.

Also, the Company was required to prepay interest for one year or $1,320,000 on the entire $11,000,000 credit facilities. During the year ended December 31, 2015, the Company amortized $110,000 of the prepaid interest to interest expense. As of December 31, 2015, the prepaid interest balance was $1,210,000.

Aggregate future maturities of notes payable at December 31, 2015 are as follows:

Year ending December 31,
2016	$	5,252,979
2017		6,000
2018		6,000
2019		6,000
2020		2,000

	$	5,272,979

Note 6 – Advances from stockholder

At December 31, 2015 the Company had advances from its majority stockholder of $260,190. These advances are non-interest bearing and payable upon demand.

Note 7 – Stockholders’ Equity

On May 20, 2014, the Company issued 20,000,000 common shares to two directors and officers at a discount of $2,000.

On November 17, 2014 the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of common stock. On November 18, 2014, the Company issued 3,000,000 shares of its common stock to a director and officer.

On April 20, 2015, the Company issued 2,500,000 founder shares to its Chief Executive officer.

On August 13, 2015, the Company issued 300,000 shares of common stock to Moses Schwartz in connection with the acquisition of Waydell. The shares were valued at $150,000 which is the amount paid for the only asset owned by Waydell that was recently purchased on June 25, 2015 — real property located at 32-38 Waydell Street, Newark, New Jersey.

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2015, 6,300,000 shares of common stock and no preferred stock were issued and outstanding.

During the year ended December 31, 2015, the Company’s majority stockholder and Chief Executive Officer made capital contributions totaling $80,383.

F-11

Note 8 – Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31, 2015 and 2014 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its new business model. Because of the impacts of the valuation allowance, there was no income tax expense or benefit for the years ended December 31, 2015 and 2014.

A reconciliation of the differences between the effective and statutory income tax rates for years ended December 31:

	2015						2014
	Amount			Percent			Amount			Percent

Federal statutory rates	$	(270,719	)		34.0	%	$	(240	)		34.0	%
State income taxes		(39,812	)		5.0	%		(35	)		5.0	%
Permanent differences		9,119			-1.1	%		-			0.0	%
Valuation allowance against net deferred tax assets		301,411			-37.9	%		276			-39.0	%
Effective rate	$	-			0.0	%	$	-			0.0	%

At December 31, 2015 and 2014, the significant components of the deferred tax assets are summarized below:

	2015			2014

Deferred income tax asset
Net operation loss carryforwards		301,686			276
Total deferred income tax asset		301,686			276
Less: valuation allowance		(301,686	)		(276	)
Total deferred income tax asset	$	-		$	-

The valuation allowance increased by $301,411 and $276 in 2015 and 2014 as a result of the Company generating additional net operating losses.

The Company has recorded as of December 31, 2015 and 2014 a valuation allowance of $301,686 and $276, respectively, as it believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Company’s lack of profitable operating history.

The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2015 and 2014.

Note 9 – Agreements to Purchase Real Estate

Note 10 – Subsequent Events

F-12

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements with the Company’s accountants on accounting or financial disclosure for the period covered by this report.

Item 9A. Controls and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year 2015 under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer).

There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, the principal executive officer believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the current day-to-day operations of the Company.

Management’s Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to a permanent exemption of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. Accordingly, our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015 has not been audited by our auditors, Anton & Chia, LLP, or any other independent registered accounting firm.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The Directors and Officers of the Company are as follows:

Name	Age	Position	Director / Officer Since
Chester Meisels	38	Chief Executive Officer President	November 18, 2014
		Treasurer
		Secretary
		Director

Etel Halpert	65	Chief Financial Officer	January 1, 2015

Chester Meisels serves as the Chief Executive Officer, President, Secretary and Treasurer and the sole director of T.A.G. Acquisitions Ltd. During the previous five years, Mr. Meisels has been the principal of Smithtown Management LLC, New York, New York, which advises real estate portfolios on purchasing, permitting, construction and renting or selling real property holdings. Mr. Meisels also is a member of the board of directors at Raymond and Mott Fund LLC, as well as the Company’s three subsidiaries, Waydell 32-38 LLC, Creekside by TAG LLC and Tall Pines by TAG LLC.

Etel Halpert serves as the Chief Financial Officer of T.A.G. Acquisitions Ltd. In 2009, after 14 successful years as the Fiscal Director at Head Start of Rockland County, Ms. Halpert return to real estate financial management and entered SWE Realty LLC where she supervised all finances, advised operational leaders regarding the impact of any decisions on overall financial stability and P&L. Ms. Halpert joined the Company in January 2015, where she used her financial expertise as a key member of the executive team to drive the financial planning and accounting operations of the Company.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, at December 31, 2015, the Company’s Chief Executive Officer and sole director was not in compliance with Section 16(a) for failure to report on an initial Form 3 his holdings of 3,000,000 shares of the Company’s common stock at the time he became an officer and director of the Company, and failure to file a Form 4 for his acquisition of 2,500,000 shares of the Company’s common stock during fiscal year 2015. He will file a late Form 5 report for fiscal 2015 for those holdings.

Conflicts of Interest

There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.

Code of Ethics. The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has only six employees, two of whom also serves as the key executive officers. The adoption of a Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons to whom such code applied. At the time the Company enters into a business combination or other corporate transaction, the current officers and director may recommend that such a code be adopted.

Corporate Governance. For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. The Company has generated minimal revenue since its inception. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and increases activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only four shareholders of the Company, there is no established process by which shareholders of the Company can nominate members to the Company’s board of directors. However, at such time as the Company has more shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company’s board of directors.

Item 11. Executive Compensation

Mr. Meisels, the Company’s Chief Executive Officer, President, Secretary and Treasurer, has a written one year employment agreement with the Company. Mr. Meisels receives base salary of $208,250 per year. Mr. Meisels does not receive payment for his services as director.

Ms. Halpert, the Company’s Chief Financial Officer, has a written one year employment agreement with the Company. Ms. Halpert receives a base salary of $67,500 per year. No former officer or director received any compensation in the past.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

The Company does not have a compensation committee for the same reasons as described above.

Name	Year		Salary		Bonus		Stock Awards		Option Awards		Nonequity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation		Total
C. Meisels		2015	$	208,250		-		-		-		-		-		-	$	208,250
CEO		2014		-		-		-		-		-		-		-		-

E. Halpert (1)		2015	$	67,500	$	3,173		-		-		-		-		-	$	70,673
CFO

(1)

Ms. Halpert joined the Company in January 2015.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of March 27, 2016, each person known by the Company to be the officer or director of the Company or a beneficial owner of five percent or more of the Company’s common stock. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership			Percent of Outstanding Stock (1)
Chester Meisels 130 East Route 59 Suite #6 Spring Valley, New York, 10977		5,500,000			87	%

All Executive Officers and Directors as a Group (1 Person)		5,500,000			87	%

James Cassidy 215 Apolena Avenue Newport Beach, CA 92662		250,000			4.1	%

James McKillop 9454 Wilshire Boulevard Beverly Hills, California 90212		250,000			4.1	%

Moses Schwartz 607 North Orange Drive, Apt 102 Los Angeles, CA 90036		300,000	(2)		4.8	%

(1)

Based on 6,300,000 outstanding shares at March 27, 2016.

(2)

On August 13, 2015, the Company issued 300,000 shares of common stock to Moses Schwartz in connection with the acquisition of Waydell. The shares were valued at $150,000 which is the amount paid for the only asset owned by Waydell — real property located at 32-38 Waydell Street, Newark, New Jersey.

Item 13. Certain Relationships and Related Transactions and Director Independence

Chester Meisels is a shareholder of the Company and also serves as its Chief Executive Officer, President, Secretary and Treasurer and sole director.

As the organizers and developers of Surprise Valley Acquisition Corporation the predecessor name to the Company, James Cassidy and James McKillop may be considered promoters. Mr. Cassidy provided services to the Company without charge consisting of preparing and filing the charter corporate documents and preparing its registration statement on Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the sole director, officer and shareholder, paid all expenses incurred by the Company until November 17, 2014 the date of the change in control, without repayment.

The Company is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely Mr. Meisels would not be considered an independent director if it were to do so.

Item 14. Principal Accounting Fees and Services.

The following is a summary of the fees paid by us to Anton & Chia, LLP for professional services rendered for the fiscal year ended December 31, 2015 and the period from May 20, 2014 (inception) to December 31, 2014:

Fee Category	Fiscal Year Ended December 31, 2015		Period from May 20, 2014 (inception) to December 31, 2014
Audit Fees	$	8,000	$	5,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		9,100		-
Total Fees	$	17,100	$	5,000

Audit Fees. Consists of the aggregate fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided by Anton & Chia, LLP in connection with statutory and regulatory filings or engagements in fiscal year ended December 31, 2015 and the period from May 20, 2014 (inception) to December 31, 2014, respectively.

Audit Related Fees. Consists of fees billed for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

Tax Fees. Tax Fees consist of the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning. These services include preparation for federal and state income tax returns.

All Other Fees. We did not incur any other fees billed by our principal accountants for services rendered to our Company, other than the services listed above for the fiscal years ended December 31, 2015 and the period from May 20, 2014 (inception) to December 31, 2014, respectively.

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre- approval policies and procedures.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

Documents filed as part of this Annual Report or incorporated by reference:

(1)

Our financial statements are provided under Item 8 of this Annual Report.

(b) The following exhibits are filed with this Annual Report or incorporated by reference, as indicated:

Exhibit No.		Description
3.1 *		Certificate of Incorporation of the Company (conformed copy)

3.2 *		Certificate of Amendment to Certificate of Incorporation of the Company (conformed copy)

3.3		By-laws of the Company (conformed copy) (incorporated by reference to Exhibit 3(ii)(A) to the Company’s Form 10-K (SEC File No. 000-55226) filed with the SEC on June 18, 2014)

10.1		Securities Purchase Agreement (conformed copy) (incorporated by reference to Exhibit 10(ii)(C)(A) to the Company’s Form 10-K (SEC File No. 000-55226) filed with the SEC on December 1, 2015)

10.2.1*		Agreement of Purchase and Sale, dated September 25, 2015 between SBS 276, LLC and T.A.G. ACQUISITIONS LTD.

10.2.2*		First Amendment to Agreement of Purchase and Sale, dated October 15, 2015 between SBS 276, LLC and T.A.G. ACQUISITIONS LTD.

10.3.1*		Agreement of Purchase and Sale, dated September 25, 2015 between SBS Holdings at Tall Pines, LLC and T. A. G. ACQUISITIONS LTD.

10.3.2*		First Amendment to Agreement of Purchase and Sale, dated October 15, 2015 between SBS Holdings at Tall Pines, LLC and T. A. G. ACQUISITIONS LTD.

10.4*+		Loan Agreement and Commercial Promissory Note between CREEKSIDE by TAG LLC, a subsidiary of T.A.G. Acquisitions Ltd. and SHARESTATES INVESTMENTS, LLC, dated November 20, 2015 (the “Creekside Agreements 1”)

10.5*++		Loan Agreement and Commercial Non-Revolving Line of Credit Promissory Note between CREEKSIDE by TAG LLC, a subsidiary of T.A.G. Acquisitions Ltd. and SHARESTATES INVESTMENTS, LLC, dated November 20, 2015 (the “Creekside Agreements 2”)

10.6*		Contract for Sale of Commercial Property dated December 15, 2015 between Clay Associates, LLC and T.A.G. Acquisitions Ltd.

10.7*		Employment Agreement between Cheskel (Chester) Meisels and T.A.G. Acquisitions LTD dated January 1, 2015

10.8*		Employment Agreement between Etel Halpert and T.A.G. Acquisitions LTD dated November 1, 2015

21 *		Subsidiaries of the registrant

31.1 *		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 *		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Definition

*Filed herewith

+ Includes a schedule of three additional agreements, with SHARESTATES INVESTMENTS, LLC that are substantially identical in all material respects to the Creekside Agreements 1, except as identified in such schedule, and are not being filed herewith pursuant to Instruction 2 to Item 601 of Regulation S-K.

++ Includes a schedule of three additional agreements, with SHARESTATES INVESTMENTS, LLC that are substantially identical in all material respects to the Creekside Agreements 2, except as identified in such schedule, and are not being filed herewith pursuant to Instruction 2 to Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		T.A.G. ACQUISITIONS LTD.

Dated: April 11, 2016	By:	By:	/s/ Chester Meisels
			Chester Meisels
			Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/ Chester Meisels	Chief Executive Officer (Principal Executive Officer)	April 11, 2016
Chester Meisels	President, Secretary, Treasurer

/s/ Etel Halpert	Chief Financial Officer	April 11, 2016
Etel Halpert

/s/ Chester Meisels	Director	April 11, 2016
Chester Meisels

EX-3.1 2 s102972_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

SURPRISE VALLEY ACQUISITION CORPORATION

ARTICLE ONE

Name

The name of the Corporation is Surprise Valley Acquisition Corporation.

ARTICLE TWO

Duration

The Corporation shall have perpetual existence.

ARTICLE THREE

Purpose

The purpose for which this Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation shall have authority to issue is 120,000,000 shares, consisting of 100,000,000 shares of Common Stock having a par value of $.0001 per share and 20,000,000 shares of Preferred Stock having a par value of $.0001 per share.

The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation of that series;

B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on share of that series;

C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

E. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

F. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

ARTICLE FIVE

Commencement of Business

The Corporation is authorized to commence business as soon as its certificate of incorporation has been filed.

ARTICLE SIX

Principal Office and Registered Agent

The post office address of the initial registered office of the Corporation and the name of its initial registered agent and its business address is:

Inc. Plan (USA)

Trolley Square

Suite 20 C

Wilmington, Delaware 19806 (County of New Castle)

The initial registered agent is a resident of the State of Delaware.

ARTICLE SEVEN

Incorporator

Lee W. Cassidy, 215 Apolena Avenue, Newport Beach,California 92662

ARTICLE EIGHT

Pre-Emptive Rights

No Shareholder or other person shall have any pre-emptive rights whatsoever.

ARTICLE NINE

By-Laws

The initial by-laws shall be adopted by the Shareholders or the Board of Directors. The power to alter, amend, or repeal the by-laws or adopt new by-laws is vested in the Board of Directors, subject to repeal or change by action of the Shareholders.

ARTICLE TEN

Number of Votes

Each share of Common Stock has one vote on each matter on which the share is entitled to vote.

ARTICLE ELEVEN

Majority Votes

A majority vote of a quorum of Shareholders (consisting of the holders of a majority of the shares entitled to vote, represented in person or by proxy) is sufficient for any action which requires the vote or concurrence of Shareholders, unless otherwise required or permitted by law or the by-laws of the Corporation.

ARTICLE TWELVE

Non-Cumulative Voting

Directors shall be elected by majority vote. Cumulative voting shall not be permitted.

ARTICLE THIRTEEN

Interested Directors, Officers and Securityholders

A. Validity. If Paragraph (B) is satisfied, no contract or other transaction between the Corporation and any of its directors, officers or securityholders, or any corporation or firm in which any of them are directly or indirectly interested, shall be invalid solely because of this relationship or because of the presence of the director, officer or securityholder at the meeting of the Board of Directors or committee authorizing the contract or transaction, or his participation or vote in the meeting or authorization.

B. Disclosure, Approval, Fairness. Paragraph (A) shall apply only if:

(1) The material facts of the relationship or interest of each such director, officer or securityholder are known or disclosed:

(a) to the Board of Directors or the committee and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or

(b) to the Shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes; or

(2) the contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors, the committee or the Shareholders.

ARTICLE FOURTEEN

Indemnification and Insurance

A. Persons. The Corporation shall indemnify, to the extent provided in Paragraphs (B), (D) or (F) and to the extent permitted from time to time by law:

(1) any person who is or was director, officer, agent or employee of the Corporation, and

(2) any person who serves or served at the Corporation's request as a director, officer, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise.

B. Extent—Derivative Suits. In case of a suit by or in the right of the Corporation against a person named in Paragraph (A) by reason of his holding a position named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the standard in Paragraph (C), for expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of the suit.

C. Standard—Derivative Suits. In case of a suit by or in the right of the Corporation, a person named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the subject of the suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged liable for negligence or misconduct in the performance of his duty to the Corporation unless (and only to the extent that) the court in which the suit was brought shall determine, upon application, that despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

D. Extent—Nonderivative Suits. In case of a suit, action or proceeding (whether civil, criminal, administrative or investigative), other than a suit by or in the right of the Corporation against a person named in Paragraph (A) by reason of his holding a position named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the standard in Paragraph (E), for amounts actually and reasonably incurred by him in connection with the defense or settlement of the suit as

(1) expenses (including attorneys' fees),

(2) amounts paid in settlement,

(3) judgments, and

(4) fines.

E. Standard—Nonderivative Suits. In case of a nonderivative suit, a person named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the subject of the nonderivative suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and , with respect to any criminal action or proceeding, he had no reason to believe his conduct was unlawful. The termination of a nonderivative suit by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person failed to satisfy this Paragraph (E) (2).

F. Determination That Standard Has Been Met. A determination that the standard of Paragraph (C) or (E) has been satisfied may be made by a court of law or equity or the determination may be made by:

(1) a majority of the directors of the Corporation (whether or not a quorum) who were not parties to the action, suit or proceeding, or

(2) independent legal counsel (appointed by a majority of the directors of the Corporation, whether or not a quorum, or elected by the Shareholders of the Corporation) in a written opinion, or

(3) the Shareholders of the Corporation.

G. Proration. Anyone making a determination under Paragraph (F) may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified.

H. Advance Payment. The Corporation may pay in advance any expenses (including attorney's fees) which may become subject to indemnification under paragraphs (A) - (G) if:

(1) the Board of Directors authorizes the specific payment and

(2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the Corporation under Paragraphs (A) - (G).

I. Nonexclusive. The indemnification provided by Paragraphs (A) - (G) shall not be exclusive of any other rights to which a person may be entitled by law or by by-law, agreement, vote of Shareholders or disinterested directors, or otherwise.

J. Continuation. The indemnification and advance payment provided by Paragraphs (A) - (H) shall continue as to a person who has ceased to hold a position named in paragraph (A) and shall inure to his heirs, executors and administrators.

K. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in Paragraph (A) against any liability incurred by him in any such positions or arising out of this status as such, whether or not the Corporation would have power to indemnify him against such liability under Paragraphs (A) - (H).

L. Reports. Indemnification payments, advance payments, and insurance purchases and payments made under Paragraphs (A) - (K) shall be reported in writing to the Shareholders of the Corporation with the next notice of annual meeting, or within six months, whichever is sooner.

M. Amendment of Article. Any changes in the General Corporation Law of Delaware increasing, decreasing, amending, changing or otherwise effecting the indemnification of directors, officers, agents, or employees of the Corporation shall be incorporated by reference in this Article as of the date of such changes without further action by the Corporation, its Board of Directors, of Shareholders, it being the intention of this Article that directors, officers, agents and employees of the Corporation shall be indemnified to the maximum degree allowed by the General Corporation Law of the State of Delaware at all times.

ARTICLE FIFTEEN

Limitation On Director Liability

A. Scope of Limitation. No person, by virtue of being or having been a director of the Corporation, shall have any personal liability for monetary damages to the Corporation or any of its Shareholders for any breach of fiduciary duty except as to the extent provided in Paragraph (B).

B. Extent of Limitation. The limitation provided for in this Article shall not eliminate or limit the liability of a director to the Corporation or its Shareholders (i) for any breach of the director's duty of loyalty to the Corporation or its Shareholders (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) for any unlawful payment of dividends or unlawful stock purchases or redemptions in violation of Section 174 of the General Corporation Law of Delaware or (iv) for any transaction for which the director derived an improper personal benefit.

IN WITNESS WHEREOF, the incorporator hereunto has executed this certificate of incorporation on this 19th day of May, 2014.

	/s/ Lee W. Cassidy,
	Incorporator

EX-3.2 3 s102972_ex3-2.htm EXHIBIT 3.2

Exhibit 3.2

*State of Delaware*
*Secretary of State*
*Division of Corporations*
*Delivered 05:42 PM 11/07/2014*
*FILED 05:42 PM 11/07/2014*
*SRV 141387727 - 5537401 FILE*

Certificate of Amendment to

Surprise Valley Acquisition Corporation

Certificate of Incorporation

November 7, 2014

Surprise Valley Acquisition Corporation (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, hereby certifies as follows:

FIRST: As of November 7, 2014, the Corporation had 20,000,000 shares of common stock issued and outstanding.

SECOND: by unanimous consent of the Board of Directors and by written consent of the shareholders, an amendment to the Certificate of Incorporation of the Corporation, as written below, was adopted in accordance with Section 242 of the Delaware General Corporation Law.

THIRD: Article One to the Certificate of Incorporation shall be amended in its entirety to read as follows:

“ARTICLE ONE

Name

The name of the Corporation is T.A.G. Acquisitions Ltd.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed and attested by its duly authorized officers, on 7^th day of November, 2014.

	SURPRISE VALLEY ACQUISITION CORPORATION

Attest:
	BY:	/s/ James M. Cassidy
/s/ James M. Cassidy		James M. Cassidy
James M. Cassidy		President

	*Delaware*	*PAGE 1*
	*The First State*

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT “T.A.G. ACQUISITIONS LTD.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.

THE FOLLOWING DOCUMENTS HAVE BEEN FILED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF MAY, A.D. 2014, AT 11 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “SURPRISE VALLEY ACQUISITION CORPORATION” TO “T.A.G. ACQUISITIONS LTD.”, FILED THE SEVENTH DAY OF NOVEMBER, A.D. 2014, AT 5:42 O'CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “T.A.G. ACQUISITIONS LTD.”.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE NOT BEEN ASSESSED TO DATE.


		/s/ Jeffrey W. Bullock
5537401 8310		Jeffrey W. Bullock, Secretary of State
		AUTHENTICATION: 1984002
141575873
*You may verify this certificate online at corp.delaware.gov/authver.shtml*		DATE: 12-22-14

	*Delaware*	*PAGE 1*
	*The First State*

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “T.A.G. ACQUISITIONS LTD.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SECOND DAY OF DECEMBER, A.D. 2014.


		/s/ Jeffrey W. Bullock
5537401 8300		Jeffrey W. Bullock, Secretary of State
		AUTHENTICATION: 1914731
141474908
*You may verify this certificate online at corp. delaware.gov/authver.shtml*		DATE: 12-02-14

EX-10.2.1 4 s102972_ex10-2x1.htm EXHIBIT 10.2.1

Exhibit 10.2.1

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is made and entered into the 25 day of September 2015 (the “Effective Date”), by and among SBS 276, LLC, a Georgia limited liability company (“Seller”), and T.A.G. ACQUISITIONS LTD., a ____________ limited partnership (“Purchaser”).

WITNESSETH:

In consideration of Ten and No/100 ($10.00) Dollars in hand paid by Purchaser to Seller, the mutual covenants herein contained, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged. Purchaser and Seller, intending to be legally bound, do hereby covenant and agree as follows:

1. Agreement to Sell and to Purchase. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, upon the terms and conditions hereinafter set forth, the following: That certain tract or parcel of land, including all improvements, located at 3000 Ember Drive, Decatur, DeKalb County, Georgia, as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (hereinafter referred to as the “Property”).

2. Earnest Money Deposit. On or before three (3) days after the Effective Date. Purchaser shall deliver to the law firm of Cohen Pollock Merlin & Small, P.C., (“Escrow Agent”) the sum of Ninety Thousand and No/100 Dollars ($90,000.00) (the “Deposit”). The Deposit shall be held by Escrow Agent (the “Escrow Account”) in a non-interest bearing account, and applied to the Purchase Price (hereinafter defined) at the Closing (hereinafter defined) or disbursed as otherwise provided in this Agreement.

3. Purchase Price. The “Purchase Price” for the Property shall be equal to One Million Eight Hundred Thousand and No/100 Dollars ($1,800,000.00). The Purchase Price, as adjusted by the closing prorations described in Paragraph 4 hereof and as reduced by the Deposit, shall be paid by Purchaser at the Closing in cash or other immediately available funds by wire transfer.

4. Closing Prorations. The following amounts or items shall be prorated, credited or added to the Purchase Price at Closing, and except to the extent otherwise provided herein, shall adjust the Purchase Price. All prorations shall be made as of midnight of the day prior to Closing such that Purchaser shall receive all income and shall be responsible for all expenses on the Closing Date (hereinafter defined).

(a) Taxes. At Closing, all state, county and municipal ad valorem taxes, assessments and similar charges, if any, with respect to the Property will be prorated as provided above based upon taxes for such year, or if said ad valorem tax amounts for such year are not available, upon the ad valorem taxes for the previous or subsequent year, Upon on receipt of the tax bill for the Property, the parties agree to re-prorate the taxes, if necessary, based on such bill and to adjust between themselves any differences between such bill and the proration made at Closing based on the previous year’s tax bill. The provisions of this subparagraph (a) shall survive Closing.

-1-

(b) Utilities, Rent and Other Expenses. Seller shall cause all the utility meters (if any) to be read as of the Closing Date, if practicable, and shall be responsible for the cost of all utilities used prior to the Closing Date. Purchaser shall be responsible for the cost of all utilities used on and after the Closing Date. If an actual reading is not practicable as of the Closing Date, the cost shall be reasonably estimated by Seller and Purchaser (or if Seller and Purchaser fail to agree, by the Title Company, as hereinafter defined) and shall be final. Utilities shall include, without limitation, electricity, gas, sewer and water. All rents as to any portion of the Property shall be prorated as of the Closing Date. The provisions of his subparagraph (b) shall survive Closing,

(c) Assessments. If, as of the Closing Date, the Properly or any part thereof shall be or shall have been affected by any assessment or assessments which are or may become payable in annual installments, Seller shall pay such assessments in full prior to or at the Closing.

5. Documents to Be Delivered Prior to Closing. Intentionally omitted.

6. Inspections. Commencing upon the Effective Date and continuing until five (5) business days prior to Closing, Purchaser shall, at Purchaser’s expense, have the right to access and make reasonable examinations and inspections of the Property, subject to the rights of the current tenant, and the contracts, books, records, leasing files, plans, reports and inspections relating to the condition of the Property, notices to or from third parties, and leases and accounts of Seller regarding the Property to the extent Seller possesses same. Purchaser’s access as aforementioned shall be provided upon reasonable request to Seller for same, and all documentation requested by Purchaser, to the extent in Seller’s actual possession, shall be made available at the Property during normal business hours. Purchaser agrees to promptly repair at Purchaser’s expense any material damage caused by Purchaser to the Property as a result of Purchaser’s inspections. If, prior to ten (10) business days from the Effective Date (the “Inspection Period”), Purchaser determines in its sole and absolute discretion on that the condition of the Property is unsatisfactory for any reason, Purchaser shall have the option to terminate this Agreement by serving written notice of termination on Seller. If Purchaser provides such written notice to terminate prior to the expiration of the Inspection Period, the Deposit shall be returned to Purchaser upon such termination, and this Agreement and the rights, duties and obligations of the parties hereunder shall terminate and be of no further force or effect, except to the extent any such provisions, by their terms, expressly survive termination hereof. If Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Deposit shall become non-refundable except in the event of a default by Seller, or as otherwise specifically provided for herein. Purchaser agrees to indemnify and hold Seller harmless of, from and against any and all claims and losses whatsoever arising out of or relating to the exercise by Purchaser of the inspection rights provided in this Section, including such claims and losses as arise from or relate to the exercise of such rights by or through agents and/or contractors retained by Purchaser. The restoration, indemnity and hold harmless agreements provided in this Section shall survive the termination, lapse, breach or closing of this Agreement Purchaser agrees to promptly provide to Seller, but in no event later than three (3) days from receipt of same, copies of any and all reports, studies, surveys or other documents obtained by Purchaser as a result of its inspections pursuant to this Paragraph.

-2-

As-ls Sale. Purchaser expressly acknowledges that Purchaser has had and will have an opportunity to evaluate the Property and to make full inquiry of Seller as to all matters deemed relevant by Purchaser in evaluating the Property. Purchaser expressly acknowledges that the Property is being purchased “as is”, “where is” and “with all faults,” latent and patent, without recourse to or against Seller or any Seller Party (hereinafter defined), and releases and waives any claims against Seller or any Seller Party for any matter pertaining to the character or condition of the Property, except for a breach of the representations and warranties of Seller expressly set forth herein. Without limiting the generality of the foregoing, except as expressly set forth herein, Seller has not made and will not make, and hereby expressly disclaims, any warranties or representations of any kind whatsoever, express or implied, with respect or relating to the Property, including without limitation, merchantability, habitability or fitness for any particular purpose of the Property or any part thereof. Purchaser expressly acknowledges that it is not authorized to rely, has not relied, and will not rely on any representation, statement or warranty of Seller, or of any agent or representative of Seller, not expressly set forth herein. Except as expressly set forth in this Agreement, Purchaser shall not have the right to terminate this Agreement and receive a Refund of the Earnest Money.

7. Title. At Closing, Seller shall convey, transfer, grant and set over to Purchaser insurable, marketable, good, and indefeasible fee simple title to the Property, free and clear of all monetary liens, mortgages, leases (except for the existing leases for tenants of the Property), and other monetary encumbrances whatsoever except only those encumbrances and exceptions set forth on Exhibit “B” attached hereto and incorporated herein by reference, and those encumbrances and exceptions approved in writing (or deemed approved hereunder) by Purchaser prior to Closing (“Permitted Title Exceptions”). In all events, such title shall be insurable by a nationally reputable Title Insurance Company on its standard form of ALTA Form B owner’s policy at its standard rate with exception only to the Permitted Title Exceptions and with all standard exceptions being removed or deleted. If Purchaser’s examination of title discloses any defects in title, then Purchaser shall notify Seller, no later than fifteen (15) days prior to Closing, of such defects or objections (“Purchaser’s Objection Notice”). Seller, within five (5) days of receipt of Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of any matters in Purchaser’s Objection Notice which Seller elects to cure; provided, however, that, anything to the contrary herein notwithstanding. Seller shall not be required to cure any liens or encumbrances identified in Purchaser’s Objection Notice. In the event Seiler informs Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to cure any objections raised in Purchaser’s Objection Notice (or in the event Seller does not timely provide Seller’s Cure Notice), Purchaser shall be entitled to, either (i) terminate this Agreement upon written notice to Seller delivered no later than two (2) business days prior to Closing, and receive the return of the Deposit, or (ii) to waive such objection and proceed to close the transaction contemplated by this Agreement. In the event Purchaser fails to make such election within five (5) days after the latter of (x) Purchaser’s receipt of Seller’s Cure Notice or (y) the date by which Seller’s Cure Notice was required to be delivered, Purchaser shall be deemed to have selected (ii) above. Purchaser shall have the right to re-examine title to the Property up to and including the Closing Date and raise any additional objections not appearing of public record prior to Purchaser’s submission of Purchaser’s Objection Notice. If Seller shall not correct or remove the defects or objections which Seller has agreed to cure by Closing or should Purchaser learn of any other defects or objections to Seller’s title not permitted by the terms hereof after the date of the initial title examination by Purchaser, then Purchaser, in Purchaser’s sole discretion or judgment, may:

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(a) accept the Property with such defects, provided Purchaser, may satisfy and discharge any lien, mortgage, or other security interest encumbering the Property, and deduct such payment therefor from the Purchase Price; or

(b) elect to terminate this Agreement by notice to Seller, in which event the Deposit shall be returned to Purchaser and thereupon Purchaser shall have Purchaser’s rights and remedies under Paragraph 9 hereof.

If Purchaser does not make its election as to the foregoing by the then established closing date, then Purchaser shall be deemed to have elected option (a) and shall promptly close on this Agreement.

8. Default.

(a) Purchaser’s Default. If Purchaser defaults under this Agreement and Seller has not defaulted under this Agreement and all conditions precedent and contingencies to Purchaser’s obligations are satisfied, then, upon written notice of default to Purchaser, as Seller’s sole and exclusive remedy for such default, Escrow Agent shall pay to Seller the Deposit. Purchaser and Seller acknowledge that it is impossible to estimate precisely the damages which might be suffered by Seller upon Purchaser’s default and that the Deposit represents a reasonable estimation of such damages. Seller’s retention of the Deposit is intended not as a penalty, but as full liquidated damages as provided under state law. The right to receive and retain the Deposit as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder, except as otherwise expressly provided. The Deposit shall constitute the stipulated damages of Seller, and Purchaser shall thereupon be relieved of all further obligations and liabilities arising out of this Agreement, except for the indemnities contained herein, it being agreed that the actual damages of Seller are impossible to ascertain and said amount represents the reasonable damages of Seller.

(b) Seller’s Default. If Seller breaches this Agreement, or any of the provisions herein, or if any representation or warranty made by Seller in this Agreement is untrue, false or incorrect, or if Seiler shall not have performed any of Seller’s obligations herein set forth, then Purchaser shall be entitled to:

(i) close the transaction contemplated by this Agreement, thereby waiving such breach, default or failure, provided, however that Purchaser may cure any breach, default or failure which is susceptible to cure by payment of money and deduct from the Purchase Price all sums so paid by Purchaser, together with all costs and expenses incurred by Purchaser in affecting such cure; or

(ii) seek specific performance of Seller’s obligations under this Agreement, so long as Purchaser commences such litigation against Seller within sixty (60) days of the alleged default; or

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(iii) receive an immediate return of the Deposit, together with all interest thereon, from Escrow Agent and this Agreement shall be null and void with neither party having any further obligations hereunder, except for those terms and conditions that by their express terms survive the termination hereof.

9. Closing. The closing of the purchase and sale of the Property contemplated hereby (the “Closing”) will be held through an escrow with Escrow Agent on or before October 29, 2015 (the “Closing Date”) and shall be simultaneous with the closing of the purchase and sale of the property contemplated in the Tall Pines Agreement (defined herein), subject to the provisions of Paragraphs 14 and 20(i) below.

(a) At Closing or as provided below, Seller shall deliver to Purchaser, at Seller’s sole cost and expense, the following items:

(i) Limited warranty deed conveying good, insurable and marketable fee simple title to the Property, as required by this Agreement together with any state transfer form required for recordation of the deed, subject only to the Permitted Title Exceptions.

(ii) An Owner’s Affidavit executed and sworn to by Seller, stating that no work has been performed on the Property during the three months prior to Closing or if such work has been performed, that it has been paid in full, together with such other statements and instruments as may be required by Purchaser’s title insurance company insuring the title to the Property in order for the title insurance company to issue Purchaser’s title insurance policy without exception to any liens, unfiled easements or other standard exceptions set forth in the standard title insurance policy form.

(iii) A certification complying with requirements of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended (the “Code”), by Seller that it is not a foreign person within the meaning of such sections, or satisfactory proof that Seller has elected to be treated as a United States entity for purposes of such sections, it being agreed and understood that Purchaser may withhold from the sales proceeds payable to Seller at Closing the amounts required to be withheld under Section 1445 of the Code, except and to the extent that Seller provides any documentation or certificate contemplated under Code Section 1445 (or the regulations issued thereunder) to reduce or eliminate such withholding.

(iv) A written statement as of the Closing Date reaffirming that all of the warranties and representations of Seller made in this Agreement are true and correct or stating which, if any, are not true and correct and describing the nature and details of such changes.

(v) Payment, satisfaction and discharge of any and all outstanding liens, mortgages, security interests or other encumbrances securing the payment of any indebtedness affecting the Property,

(vi) All other documents necessary or appropriate to complete the transaction contemplated by this Agreement.

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(viii) A Bill of Sale transferring all of Seller’s rights, title and interest in and to any personalty owned by Seller located within or upon the Property; and further, an Assignment and Assumption of the leases and service contracts affecting the Property.

(b) At Closing, Purchaser shall pay to Seller the Purchase Price as adjusted pursuant to the terms hereof, and shall execute and deliver all documents reasonably necessary or appropriate to complete the transaction contemplated by this Agreement.

10. Costs. Seller shall pay the costs of any transfer taxes on the transfer of the Property, and the costs of recording any documents necessary to satisfy any obligations of Seller with respect to any matters raised in Purchaser’s Objection Notice. Purchaser shall pay all costs associated with Purchaser’s due diligence, the costs of the Survey, he costs of the title examination and the Title Policy, and recording costs. Each party shall bear its own attorneys’ fees. Any costs or expenses which have not been addressed herein shall be borne by such party who customarily bears such expense in the Metropolitan Atlanta Area.

11. Damage or Condemnation. Risk of loss resulting from any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing and risk of loss to the Property due to any other cause, remains with Seller until Closing. If, prior to the Closing, all or part of the Property shall be destroyed, damaged or subjected to a bona fide threat of condemnation, expropriation or other proceeding, Seller shall so notify Purchaser, and Purchaser either may elect to (i) cancel this Agreement, in which event all parties shall be relieved and released of and from any further duties, obligations, rights or liabilities hereunder and the Deposit, together with all interest earned thereon, shall be returned to Purchaser, or (ii) Purchaser may declare this Agreement to remain in full force and effect and the purchase contemplated herein, subject to such damage or less any interest taken by eminent domain, expropriation or condemnation, shall be effected, and at Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards and insurance proceeds or claims that have been or that may thereafter be made for such taking or damage. If Purchaser elects to acquire the Property, notwithstanding damage to the Property that is covered by Seller’s insurance, the Purchase Price shall be reduced by the amount of Seller’s insurance deductible.

12. Representations and Warranties. Seller hereby represents, warrants and covenants that the following matters are true and correct as of the Effective Date and will be true and correct as of the Closing Date:

(a) This Agreement has been duly authorized and executed by Seller, and Seller has full power and authority to consummate the transaction described herein, and the persons executing this Agreement and all instruments to be delivered to Purchaser at Closing on behalf of Seller are fully authorized to do so, have the power to bind Seller and to so act on Seller’s behalf.

(b) Execution and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in any breach or violation of any of the terms or the provisions of or constitute a default under, any indenture, deeds of trust, mortgage, note, or other agreement or instrument by which Seller is or will be bound.

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(c) Neither the entering into of this Agreement nor the consummation of the transaction herein described will constitute or result in a violation or breach by Seller of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation of any applicable law, order, rule or regulation of any governmental authority. To Seller’s actual knowledge, there is no action, suit, proceeding or investigation pending which would become a cloud on the title to the Property or any portion thereof or which questions the validity or enforceability of the transaction herein described or any action taken in connection with said transaction in any court or before or by any federal, district, county, or municipal department, commission, board, bureau, agency or other governmental instrumentality.

(d) To Seller’s actual knowledge, neither the whole nor any portion of the Property, including access thereto or any easement benefiting the Property, is subject to temporary requisition of use by any governmental authority or has been condemned, or taken in any proceeding similar to a condemnation proceeding, nor is Seller aware of any pending or threatened condemnation, expropriation, requisition or similar proceeding against the Property or any portion thereof except as described herein. Seller has received no notice nor has any knowledge that any such proceeding is contemplated.

(e) To Seller’s actual knowledge, there is no litigation or proceeding pending or threatened against or relating to the Property.

(f) No assessments have been made against the Property which are unpaid, or shall not be paid in full, at or prior to the Closing, except those ad valorem taxes, if any, for the current year which are not yet due and payable, whether or not they have become liens; and Seller has no knowledge of any assessments against the Property for public improvements not yet in place.

Purchaser hereby represents, warrants and covenants that the following matters are true and correct as of the Effective Date and will be true and correct as of the Closing Date:

(g) This Agreement has been duly authorized and executed by Purchaser, and Purchaser has full power and authority to consummate the transaction described herein, and the persons executing this Agreement and all instruments to be delivered to Seller at Closing on behalf of Purchaser are fully authorized to do so, have the power to bind Purchaser and to so act on Purchaser’s behalf.

Notwithstanding anything to the contrary contained in this Agreement, in the event that either party consummates the transaction contemplated hereby with actual knowledge of (A) a breach of the other party’s representations and warranties or covenants hereunder, or (B) an event of condition that upon the passage of time, the giving of notice or both, would constitute such breach, or (C) a claim against the other party pursuant to any of the indemnification provisions contained in this Agreement, then the party that consummates the transaction contemplated with such knowledge shall be irrevocably deemed to have waived any and all representations and warranties, covenants or indemnities set forth in this Agreement relating to such breach, claim, condition or event (but not those that do not relate to such breach, claim, condition or event).

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13. Seller’s Obligations Prior to Closing. As a material inducement to Purchaser entering into this Agreement and as a condition to Purchaser’s obligations hereunder:

(a) Between the Effective Date and Closing, Seller shall:

(i) perform all obligations of Seller as owner of the Property including compliance with all laws and ordinances affecting ownership of the Property.

(ii) not enter into or amend, any leases or service agreements for the Property, or amend any agreements already in existence as of the Effective Date, without first obtaining Purchaser’s written consent thereto, which may not be unreasonably withheld by Purchaser.

(b) Without first obtaining Purchaser’s consent thereto, which consent may be withheld in Purchaser’s sole discretion, Seller shall not transfer or convey any interest in the Property, other than to Purchaser.

14. Conditions to Purchaser’s Obligations. Purchaser’s obligations under this Agreement are conditioned and contingent upon the completion of the items below, on or before the time periods set forth for each. In the event the conditions below have not been satisfied by the Closing Date, Seller shall have the option of extending same for up to ten (10) days to allow Seller to satisfy all or any of the conditions. The conditions which are subject to this Paragraph 14 are:

(a) Change in Condition. There shall not have occurred, subsequent to the end of the Inspection Period, any material or adverse change in the status of title to the Property, availability of access to the Property, or the availability to the Property of sewer, water, electricity or any other utilities. Should any of the foregoing be untrue, in addition to the remedies provided above, Purchaser, at its option, may close this transaction, thereby waiving such objection, or if the foregoing shall be untrue due to the act or misfeasance of Seller, its agents, employees, contractors or assigns, declare Seller in default hereunder and exercise Purchaser’s rights and remedies hereunder.

15. Brokers. Purchaser and Seller hereby agree, warrant, and acknowledge that no real estate brokers or agents are involved in this transaction or would be considered the procuring cause of this transaction. Purchaser and Seller do hereby indemnify and hold harmless and defend the other from and against any and all causes, claims, damages, losses, liabilities, fees, commissions, settlement, judgments, damages, expenses and fees (including reasonable attorneys’ fees and court costs) in connection with any claim for commissions, fees or other charges relating in any way to this transaction, or the consummation thereof, which may be made by any person, firm or entity, as the result of the indemnifying party’s acts, or claiming by, through, or under the indemnifying party. This indemnity shall survive the termination or Closing of this Agreement.

16. Assignment. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the parties. Purchaser may assign this Agreement and, upon such assignment, with a copy to be provided to Seller, the assignee shall succeed to all rights, and shall assume all obligations, of Purchaser under this Agreement, except that Purchaser shall not be released from its obligations and liabilities contained in or arising from this Agreement,

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17. Waiver. The failure of any party to exercise any right hereunder, or to insist upon strict compliance by the other party, shall not constitute a waiver of either party’s right to demand strict compliance with the terms and conditions of this Agreement.

18. Notice. All notices shall be in writing and shall be deemed to have been properly given on the earlier of (i) when delivered in person, (ii) when deposited in the United States Mail, with adequate postage, and sent by registered or certified mail with return receipt requested, to the appropriate party at the address set out below, (iii) when deposited with Federal Express, Express Mail or other overnight delivery service for next day delivery, addressed to the appropriate party at the address set out below, (iv) when transmitted by facsimile to the facsimile number for each party set forth below, or (v) when transmitted by electronic mail to the Email address for each party set forth below.

Purchaser:

With a copy to:

Seller:	SBS 276, LLC 550 Pharr Road, Suite 220 Atlanta, GA 30305 Attn: Mr. Shmuel Wolf Email: shmuelwo@gmail.com

With a copy to:	Cohen Pollock Merlin & Small, P.C. 3350 Riverwood Parkway, Suite 1600 Atlanta, GA 30339 Attention: Bradley C. Skidmore, Esq. Phone No.: (770) 858-1288 Email: BSkidmore@cpmas.com

Rejection or other refusal by the addressee to accept, or the inability to deliver because of a changed address, changed facsimile number, or changed electronic mail address of which no notice was given, shall be deemed to be receipt of the notice sent. Any party shall have the right, from time to time, to change the address, facsimile number, or electronic mail address to which notices to it shall be sent by giving to the other party or parties at least ten (10) days prior notice of the changed address, changed facsimile number, or electronic mail address.

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19. Survival. Liability for the indemnities of Seller and/or Purchaser made in this Agreement shall survive the execution and delivery of this Agreement, the termination of this Agreement prior to Closing if applicable, the breach of this Agreement by one or more of the parties, the Closing and the delivery of the Closing documents, and/or the lapse of this Agreement without a Closing, except as otherwise specifically agreed to herein.

20. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the substantive and not the conflicts laws of the State of Georgia.

(b) Counterparts. This Agreement may be executed by the parties hereto in two or more counterparts and each executed counterpart shall be considered an original.

(c) Drafting. This Agreement has been negotiated between the parties and, for construction purposes, shall not be deemed the drafting of any one party.

(d) Entire Agreements; Amendments. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver, or discharge is sought. This Agreement supersedes all prior agreements and memoranda between Purchaser and Seller which relate to the Property. The invalidity of any one of the covenants, agreements, conditions or provisions of this Agreement or any portion thereof shall not affect the remaining portions thereof or any part hereof and this Agreement shall be amended to substitute a valid provision which reflects the intent of the parties as was set forth in the invalid provision.

(e) Day for Performance. Wherever herein there is a day or time period established for performance and such day or the expiration of such time period is a Saturday, Sunday or holiday, then such time for performance shall be automatically extended to the next following business day.

(f) Attorney’s Fees. Should any suit or proceeding brought to enforce the terms of this Agreement or any obligation herein, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses therein incurred.

(g) TIME IS OF THE ESSENCE OF THIS AGREEMENT.

(h) Electronic Signature/Multiple Counterparts. For purposes of negotiating, executing and amending this Agreement, any signed document transmitted by facsimile machine or scanned email shall be treated in all manner and respects as an original document. The signature of any party thereon shall be considered for those purposes as an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. At the request of any party, a facsimile or scanned email document shall be re-executed by all parties in original form. No party may raise the use of a facsimile machine or scanned email, or the fact that any signature was transmitted through the use of a facsimile or scanned email as a defense to the enforcement of this Agreement. In addition, this agreement may be executed in multiple counterparts, each of which together shall constitute one and the same agreement and which shall together be fully binding on the parties hereto.

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(i) Companion Agreement. Contemporaneous with its execution of this Agreement, Purchaser has entered into a written agreement for the purchase and sale of certain real property owned by SBS Holdings at Tall Pines, LLC (the “Tall Pines Agreement”), the terms of which are similar to those of this Agreement. Anything to the contrary notwithstanding, in the event that Purchaser exercises its right to terminate the Tall Pines Agreement pursuant to any right to terminate expressly provided therein, then Purchaser shall provide Seller with written notice of such termination Seller contemporaneous with Purchaser’s required notice of termination under that agreement, whereupon Seller shall have the right to terminate this Agreement upon written notice to Purchaser within five (5) days of such termination notice from Purchaser, whereupon the Deposit shall be returned to Purchaser. Further, anything to the contrary notwithstanding, in the event that Purchaser does not terminate the Tall Pines Agreement pursuant to any right to terminate expressly provided therein and does not close the purchase of the subject property under the Tall Pines Agreement, then Purchaser shall be in default of this Agreement, whereupon Seller shall have the right to terminate this Agreement and receive and retain the Deposit. In the event that this Agreement is terminated pursuant to this provision, neither party shall have any further rights or obligations hereunder except for those which expressly survive the termination hereof.

[Signatures begin on following page]

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IN WITNESS WHEREOF, the parties have set their hands or caused duly authorized and incumbent officers to set their hands the date set forth by such party’s name.

	SELLER:

	SBS 276, LLC

Date: ______________,2015	By:	/s/ Shmuel Wolf
	Name:	SHMUEL WOLF
	Title:	MANAGER

	[Signatures continue on following page]

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	PURCHASER:

	T.A.G. ACQUISITIONS LTD.

Date: 9/24/2015	By:	/s/ Cheskel Meisels
	Name:	CHESKEL MEISELS
	Title:	President

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This Agreement and the Deposit have been received by Escrow Agent as of this_____ day of ____________, 2015. Escrow Agent agrees to be bound by the terms and provisions of this Agreement.

	ESCROW AGENT:

	COHEN POLLOCK MERLIN & SMALL, P.C.

	By:

	Name:

	Title:

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Exhibit “A”

Legal Description

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Exhibit “B”

Permitted Title Exceptions

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EX-10.2.2 5 s102972_ex10-2x2.htm EXHIBIT 10.22

Exhibit 10.2.2

FIRST AMENDMENT TO AGREEMENT

OF PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is entered into this 15^th day of October, 2015, by and among T.A.G. ACQUISITIONS LTD. (“Purchaser”) and SBS 276, LLC (“Seller”).

PRELIMINARY STATEMENT OF RECITALS

Purchaser and Seller have entered into that certain Agreement of Purchase and Sale dated as of September 25, 2015 (the “PSA”) for the purchase and sale of certain real property and all improvements thereon located at 3000 Ember Drive, Decatur, DeKalb County, Georgia (the "Property"), wherein Purchaser is required to close the purchase of the Property on or before October 29, 2015.

Purchaser and Seller desire to amend the PSA to allow Purchaser the opportunity to close the purchase and sale of the Property in strict accordance with the terms set forth herein.

NOW THEREFORE, for and in consideration of the foregoing recitals and the mutual agreements herein contained, and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are all hereby acknowledged, the parties hereto, intending to be legally bound hereby agree as follows:

1. Definitions. All capitalized terms used herein shall have the meaning ascribed in the PSA unless otherwise defined in, amended by, or deleted pursuant to this Amendment.

2. Additional Earnest Money. If, through no fault of Seller, Purchaser does not close the purchase of the Property on or before October 29, 2015 (the Closing Date specified in Section 9 of the PSA), Purchaser shall have the right to extend the Closing Date up to and including November 30, 2015, upon payment of Twenty-Five Thousand and No/100 Dollars ($25,000.00) as additional Earnest Money (the "Additional Deposit") by wire transfer to Escrow Agent by no later than 2:00 p.m. local Atlanta, Georgia time on October 30, 2015. (Upon timely receipt by Escrow Agent, the Additional Deposit shall be part of the Deposit for all purposes of the PSA, except as otherwise expressly provided herein.) If the Additional Deposit is not received by Escrow Agent by the time required herein, Seller shall have the right to terminate the PSA by written notice to Purchaser and receive and retain the original Deposit, with the Additional Deposit being returned to Purchaser, whereupon neither party shall have any further obligations hereunder, except for those terms and conditions that by their express terms survive the termination hereof.

3. Purchase Price Adjustment. If Purchaser timely and properly exercises its right to extend the Closing Date pursuant to Section 2 of this Amendment, the Purchase Price shall be increased by the sum of Seven Thousand Five Hundred and No/100 Dollars (S7,500.00) for each week (or portion thereof) after October 29, 2015, that passes before the purchase transaction contemplated by the PSA actually closes; provided, however, that anything to the contrary notwithstanding, the Closing Date shall not be extended beyond November 30, 2015. (For purposes of illustration only, if Purchaser timely and properly exercises its right to extend the Closing Date and thereafter closes the purchase of the Property on November 10, 2015 - i.e., 11 days after October 29, 2015, the Purchase Price shall be increased by $15,000.00.)

4. Liens/Encumbrances. If, as of the Closing Date, there are liens or other encumbrances that remain of record as outstanding against the Property that can be resolved by the payment of money, then Purchaser and Seller shall enter into a written escrow agreement with terms reasonably acceptable to both parties, pursuant to which Escrow Agent shall withhold from the proceeds of the sale of the Property hereunder an amount sufficient to cover such items, with Seller having a ninety (90) day period within which to cause such items to be removed of record.

5. Ratification. Except as expressly modified and amended hereby, the PSA shall be and remain in full force and effect and unchanged; as modified and amended hereby, the PSA is hereby ratified and confirmed.

6. Exhibits Incorporated. Each exhibit attached to and/or referred to in the PSA or this Amendment is hereby incorporated by reference as though set forth in full where referred to herein.

7. Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one instrument.

8. Captions: Governing Law. The captions contained in this Amendment are for convenience of reference only, and do not limit or enlarge the terms and conditions of this Amendment. This Amendment and the PSA, and the rights and obligations of the parties hereto and thereto, shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia.

9. Entire Agreement; Modifications. The PSA, as modified by this Amendment, constitutes the entire agreement between Purchaser and Seller with respect to the subject matter contemplated hereunder.

10. Authority. Each person signing this Amendment warrants and represents that he or she has the requisite authority and ability to enter into this Amendment and to bind the party on behalf of which such person is signing.

11. Conflicts. In the event of any conflict between any of the terms of this Amendment and any of the terms of the PSA, the terms of this Amendment shall prevail and control.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives effective as of the day and year first above written.

	PURCHASER:

	T.A.G. ACQUISITIONS LTD.

	By:	/s/ Cheskel Meisels

	Name:

	Title:

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives effective as of the day and year first above written.

	SELLER:

	SBS 276, LLC

	By:	/s/ Shmuel Wolf
		Shmuel Wolf
		Manager

EX-10.3.1 6 s102972_ex10-3x1.htm EXHIBIT 10.3.1

Exhibit 10.3.1

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is made and entered into the 25 day of September 2015 (the “Effective Date”), by and among SBS HOLDINGS AT TALL PINES, LLC, a Georgia limited liability company “Seller”), and T.A.G. ACQUISITIONS LTD., a limited partnership (“Purchaser”).

WITNESSETH:

In consideration of Ten and No/100 ($10.00) Dollars in hand paid by Purchaser to Seller, the mutual covenants herein contained, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Purchaser and Seller, intending to be legally bound, do hereby covenant and agree as follows:

1. Agreement to Sell and to Purchase. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, upon the terms and conditions hereinafter set forth, the following: That certain tract or parcel of land, including all improvements, located at 3200 Cushman Circle, Atlanta, Fulton County, Georgia, as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (hereinafter referred to as the “Property”).

2. Earnest Money Deposit. On or before three (3) days after the Effective Date, Purchaser shall deliver to the law firm of Cohen Pollock Merlin & Small, P.C., (“Escrow Agent’’) the sum of Twenty-Two Thousand and /500 Dollars ($22,500.00) (the “Deposit”). The Deposit shall be held by Escrow Agent (the “Escrow Account”) in non-interest bearing account, and applied to the Purchase Price (hereinafter defined) at the Closing (hereinafter defined) or disbursed as otherwise provided in this Agreement.

3. Purchase Price. The “Purchase Price” for the Property shall be equal to Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00). The Purchase Price, as adjusted by the closing prorations described in Paragraph 4 hereof and as reduced by the Deposit, shall be paid by Purchaser at the Closing in cash or other immediately available funds by wire transfer.

(a) Taxes. At Closing, all state, county and municipal ad valorem taxes, assessments and similar charges, if any, with respect to the Property will be prorated as provided above based upon taxes for such year, or if said ad valorem tax amounts for such year are not available, upon the ad valorem taxes for the previous or subsequent year. Upon receipt of the tax bill for the Property, the parties agree to re-prorate the taxes, if necessary, based on such bill and to adjust between themselves any differences between such bill and the proration made at Closing based on the previous year’s tax bill. The provisions of this subparagraph (a) shall survive Closing.

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(c) Assessments. If, as of the Closing Date, the Property or any part thereof shall be or shall have been affected by any assessment or assessments which are or may become payable in annual installments, Seller shall pay such assessments in full prior to or at the Closing.

5. Documents to Be Delivered Prior to Closing. Intentionally omitted.

6. Inspections. Commencing upon the Effective Date and continuing until five (5) business days prior to Closing, Purchaser shall, at Purchaser’s expense, have the right to access and make reasonable examinations and inspections of the Property, subject to the rights of the current tenant, and the contracts, books, records, leasing files, plans, reports and inspections relating to the condition of the Property, notices to or from third parties, at d leases and accounts of Seller regarding the Property to the extent Seller possesses same. Purchaser’s access as aforementioned shall be provided upon reasonable request to Seller for same, and all documentation requested by Purchaser, to the extent in Seller’s actual possession, shall be made available at the Property during normal business hours. Purchaser agrees to promptly repair at Purchaser’s expense any material damage caused by Purchaser to the Property as a result of Purchaser’s inspections. If, prior to ten (10) business days from the Effective Date (the “Inspection Period”), Purchaser determines in its sole and absolute discretion that the condition of the Property is unsatisfactory for any reason, Purchaser shall have the option to terminate this Agreement by serving written notice of termination on Seller. If Purchaser provides such written notice to terminate prior to the expiration of the Inspection Period, the Deposit shall be returned to Purchaser upon such termination, and this Agreement and the rights, duties and obligations of the parties hereunder shall terminate and be of no further force or effect, except to the extent any such provisions, by their terms, expressly survive termination hereof. If Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Deposit shall become non-refundable except in the event of a default by Seller, or as otherwise specifically provided for herein. Purchaser agrees to indemnify and hold Seller harmless of, from and against any and all claims and losses whatsoever arising out of or relating to the exercise by Purchaser of the inspection rights provided in this Section, including such claims and losses as arise from or relate to the exercise of such rights by or through agents and/or contractors retained by Purchaser. The restoration, indemnity and hold harmless agreements provided in this Section shall survive the termination, lapse, breach or closing of this Agreement. Purchaser agrees to promptly provide to Seller, but in no event later than three (3) days from receipt of same, copies of any and all reports, studies, surveys or other documents obtained by Purchaser as a result of its inspections pursuant to this Paragraph.

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As-Is Sale. Purchaser expressly acknowledges that Purchaser has had and will have an opportunity to evaluate the Property and to make full inquiry of Seller as to all matters deemed relevant by Purchaser in evaluating the Property. Purchaser expressly acknowledges that the Property is being purchased “as is”, “where is” and “with all faults,” latent and patent, without recourse to or against Seller or any Seller Party (hereinafter defined), and releases and waives any claims against Seller or any Seller Party for any matter pertaining to the character or condition of the Property, except for a breach of the representations and warranties of Seller expressly set forth here in. Without limiting the generality of the foregoing, except as expressly set forth herein, Seller has not made and will not make, and hereby expressly disclaims, any warranties or representations of any kind whatsoever, express or implied, with respect or relating to the Property, including without limitation, merchantability, habitability or fitness for any particular purpose of the Property or any part thereof. Purchaser expressly acknowledges that it is not authorized to rely, has not relied, and will not rely on any representation, statement or warranty of Seller, or of any agent or representative of Seller, not expressly set forth herein. Except as expressly set forth in this Agreement, Purchaser shall not have the right to terminate this Agreement and receive a Refund of the Earnest Money.

7. Title. At Closing, Seller shall convey, transfer, grant and set over to Purchaser insurable, marketable, good, and indefeasible fee simple title to the Property, free and clear of all monetary liens, mortgages, leases (except for the existing leases for tenants of the Property), and other monetary encumbrances whatsoever except only those encumbrances and exceptions set forth on Exhibit “B” attached hereto and incorporated herein by reference, and those encumbrances and exceptions approved in writing (or deemed approved hereunder) by Purchaser prior to Closing (“Permitted Title Exceptions”). In all events, such title shall be insurable by a nationally reputable Title Insurance Company on its standard form of ALTA Form B owner’s policy at its standard rate with exception only to the Permitted Title Exceptions and with all standard exceptions being removed or deleted. If Purchaser’s examination of title discloses any defects in title, then Purchaser shall notify Seller, no later than fifteen (15) days prior to Closing, of such defects or objections (“Purchaser’s Objection Notice”), Seller, within five (5) days of receipt of Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of any matters in Purchaser’s Objection Notice which Seller elects to cure; provided, however, that, anything to the contrary herein notwithstanding, Seller shall not be required to cure any liens or encumbrances identified in Purchaser’s Objection Notice. In the event Seller informs Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to cure any objections raised in Purchaser’s Objection Notice (or in the event Seller does not timely provide Seller’s Cure Notice), Purchaser shall be entitled to, either (i) terminate this Agreement upon written notice to Seller delivered no later than two (2) business days prior to Closing, and receive the return of the Deposit, or (ii) to waive such objection and proceed to close the transaction contemplated by this Agreement, In the event Purchaser fails to make such election within five (5) days after the latter of (x) Purchaser’s receipt of Seller’s Cure Notice or (y) the date by which Seller’s Cure Notice was required to be delivered, Purchaser shall be deemed to have selected (ii) above. Purchaser shall have the right to re-examine title to the Property up to and including the Closing Date and raise any additional objections not appearing of public record prior to Purchaser’s submission of Purchaser’s Objection Notice. If Seller shall not correct or remove the defects or objections which Seller has agreed to cure by Closing or should Purchaser learn of any other defects or objections to Seller’s title not permitted by the terms hereof after the date of the initial title examination by Purchaser, then Purchaser, in Purchaser’s sole discretion or judgment, may:

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If Purchaser does not make its election as to the foregoing by the then established closing date, then Purchaser shall be deemed to have elected option (a) and shall promptly close on this Agreement.

8. Default.

(b) Seller’s Default. If Seller breaches this Agreement, or any of the provisions herein, or if any representation or warranty made by Seller in this Agreement is untrue, false or incorrect, or if Seller shall not have performed any of Seller’s obligations herein set forth, then Purchaser shall be entitled to:

(ii) seek specific performance of Seller’s obligations under this Agreement, so long as Purchaser commences such litigation against Seller within sixty (60) days of the alleged default; or

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9. Closing, The closing of the purchase and sale of the Property contemplated hereby (the “Closing”) will be held through an escrow with Escrow Agent on or before October 29, 2015 (the “Closing Date”) and shall be simultaneous with the closing of the purchase and sale of the property contemplated in the 276 Agreement (defined herein), subject to the provisions of Paragraphs 14 and 20(i) below,

(a) At Closing or as provided below, Seller shall deliver to Purchaser, at Seller’s sole cost and expense, the following items:

(iii) A certification complying with requirements of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended (the “Code”), by Seller that it is not a foreign person within the meaning of such sections, or satisfactory proof that Seller has elected to be treated as a United States entity for purposes of such sections it being agreed and understood that Purchaser may withhold from the sales proceeds payable to Seller at Closing the amounts required to be withheld under Section 1445 of the Code, except and to the extent that Seller provides any documentation or certificate contemplated under Code Section 1445 (or the regulations issued thereunder) to reduce or eliminate such withholding.

(v) Payment, satisfaction and discharge of any and all outstanding liens, mortgages, security interests or other encumbrances securing the payment of any indebtedness affecting the Property.

(vi) All other documents necessary or appropriate to complete the transaction contemplated by this Agreement.

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11. Damage or Condemnation. Risk of loss resulting from any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing, and risk of loss to the Property due to any other cause, remains with Seller until Closing. If, prior to the Closing, all or part of the Property shall be destroyed, damaged or subjected to a bona fide threat of condemnation, expropriation or other proceeding, Seller shall so notify Purchaser, and Purchaser either may elect to (i) cancel this Agreement, in which event all parties shall be relieved and released of and from any further duties, obligations, rights or liabilities hereunder and the Deposit, together with all interest earned thereon, shall be returned to Purchaser, or (ii) Purchaser may declare this Agreement to remain in full force and effect and the purchase contemplated herein, subject to such damage or less any interest taken by eminent domain, expropriation or condemnation, shall be effected, and at Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards and insurance proceeds or claims that have been or that may thereafter be made for such taking or damage. If Purchaser elects to acquire the Property, notwithstanding damage to the Property that is covered by Seller’s insurance, the Purchase Price shall be reduced by the amount of Seller’s insurance deductible.

12. Representations and Warranties. Seller hereby represents,warrants and covenants that the following matters are true and correct as of the Effective Date and will be true and correct as of the Closing Date:

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(e) To Seller’s actual knowledge, there is no litigation or proceeding pending or threatened against or relating to the Property.

Purchaser hereby represents, warrants and covenants that the following matters are true and correct as of the Effective Date and will be true and correct as of the Closing Date:

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13. Seller’s Obligations Prior to Closing. As a material inducement to Purchaser entering into this Agreement and as a condition to Purchaser’s obligations hereunder:

(a) Between the Effective Date and Closing, Seller shall:

(i) perform all obligations of Seller as owner of the Property including compliance with all laws and ordinances affecting ownership of the Property.

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Purchaser:




With a copy to:




Seller:	SBS Holdings at Tall Pines, LLC
	550 Pharr Road, Suite 220
	Atlanta, GA 30305
	Attn: Mr. Shmuel Wolf
	Email: shmuelwo@gmail.com

With a copy to:	Cohen Pollock Merlin & Small, P.C.
	3350 Riverwood Parkway, Suite 1600
	Atlanta, GA 30339
	Attention: Bradley C. Skidmore, Esq.
	Phone No.: (770) 858-1288
	Email: BSkidmore@cpmas.com

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20. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and constructed and enforced in accordance with the substantive and not the conflicts laws of the stare of the Georgia.

(b) Counterparts. This Agreement may be executed by the parties hereto in two or more counterparts and each executed counterpart shall be considered an original.

(c) Drafting. This Agreement has been negotiated between the parties and, for construction purposes, shall not be deemed the drafting of any one party.

(f) Attorney’s Fees. Should any suit or proceeding be brought to enforce the terms of this Agreement or any obligation herein, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses therein incurred.

(g) TIME IS OF THE ESSENCE OF THIS AGREEMENT.

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(i) Companion Agreement. Contemporaneous with its execution of this Agreement, Purchaser has entered into a written agreement for the purchase and sale of certain real property owned by SBS 276, LLC (the “276 Agreement”), the terms of which are similar to those of this Agreement. Anything to the contrary notwithstanding, in the event that Purchaser exercises its right to terminate the 276 Agreement pursuant to any right to terminate expressly provided therein, then Purchaser shall provide Seller with written notice of such termination Seller contemporaneous with Purchaser’s required notice of termination under that agreement, whereupon Seller shall have the right to terminate this Agreement upon written notice to Purchaser within five (5) days of such termination notice from Purchaser, whereupon the Deposit shall be returned to Purchaser. Further, anything to the contrary notwithstanding, in the event that Purchaser does not terminate the 276 Agreement pursuant to any right to terminate expressly provided therein and does not close the purchase of the subject property under the 276 Agreement, then Purchaser shall be in default of this Agreement, whereupon Seller shall have the right to terminate this Agreement and receive and retain the Deposit. In the event that this Agreement is terminated pursuant to this provision, neither party shall have any further rights or obligations hereunder except for those which expressly survive the termination hereof.

[Signatures begin on following page]

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IN WITNESS WHEREOF, the parties have set their hands or caused duly authorized and incumbent officers to set their hands the date set forth by such party’s name.

	SELLER:

	SBS HOLDINGS AT TALL PINES, LLC

Date: 9/25/2015	By:	/s/ Shmuel Wolf

	Name:	SHMUEL WOLF

	Title:	MANAGER

	[Signatures continue on following page]

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	PURCHASER:

	T.A.G. ACQUISITIONS LTD.

Date: 9/24/2015	By:	/s/ Cheskel Meisels

	Name:	CHESKEL MEISELS

	Title:	PRESIDENT

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This Agreement and the Deposit have been received by Escrow Agent as of this day of , 2015. Escrow Agent agrees to be bound by the terms and provisions of this Agreement.

	ESCROW AGENT:

	COHEN POLLOCK MERLIN & SMALL, P.C.

	By:

	Name:

	Title:

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Exhibit “A”

Legal Description

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Exhibit “B”

Permitted Title Exceptions

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EX-10.3.2 7 s102972_ex10-3x2.htm EXHIBIT 10.3.2

Exhibit 10.3.2

FIRST AMENDMENT TO AGREEMENT
OF PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is entered into this 15TH day of October, 2015, by and among T.A.G. ACQUISITIONS LTD. (“Purchaser”) and SBS HOLDINGS AT TALL PINES, LLC (“Seller”).

PRELIMINARY STATEMENT OF RECITALS

Purchaser and Seller have entered into that certain Agreement of Purchase and Sale dated as of September 25, 2015 (the “PSA”) for the purchase and sale of certain real property and all improvements thereon located at 3200 Cushman Circle, Atlanta, Fulton County, Georgia (the “Property”), wherein Purchaser is required to close the purchase of the Property on or before October 29, 2015.

Purchaser and Seller desire to amend the PSA to allow Purchaser the opportunity to close the purchase and sale of the Property in strict accordance with the terms set forth herein.

1. Definitions. All capitalized terms used herein shall have the meaning ascribed in the PSA unless otherwise defined in, amended by, or deleted pursuant to this Amendment.

2. Additional Earnest Money. If, through no fault of Seller, Purchaser does not close the purchase of the Property on or before October 29, 2015 (the Closing Date specified in Section 9 of the PSA), Purchaser shall have the right to extend the Closing Date up to and including November 30, 2015, upon payment of Twenty-Five Thousand and No/100 Dollars ($25,000.00) as additional Earnest Money (the “Additional Deposit”) by wire transfer to Escrow Agent by no later than 2:00 p.m. local Atlanta, Georgia time on October 30, 2015. (Upon timely receipt by Escrow Agent, the Additional Deposit shall be part of the Deposit for all purposes of the PSA, except as otherwise expressly provided herein.) If the Additional Deposit is not received by Escrow Agent by the time required herein, Seller shall have the right to terminate the PSA by written notice to Purchaser and receive and retain the original Deposit, with the Additional Deposit being returned to Purchaser, whereupon neither party shall have any further obligations hereunder, except for those terms and conditions that by their express terms survive the termination hereof.

3. Purchase Price Adjustment. If Purchaser timely and properly exercises its right to extend the Closing Date pursuant to Section 2 of this Amendment, the Purchase Price shall be increased by the sum of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) for each week (or portion thereof) after October 29, 2015, that passes before the purchase transaction contemplated by the PSA actually closes; provided, however, that anything to the contrary notwithstanding, the Closing Date shall not be extended beyond November 30, 2015. (For purposes of illustration only, if Purchaser timely and properly exercises its right to extend the Closing Date and thereafter closes the purchase of the Property on November 10, 2015 – i.e., 11 days after October 29, 2015, the Purchase Price shall be increased by $15,000.00.)

6. Exhibits Incorporated. Each exhibit attached to and/or referred to in the PSA or this Amendment is hereby incorporated by reference as though set forth in full where referred to herein.

7. Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one instrument.

8. Captions; Governing Law. The captions contained in this Amendment are for convenience of reference only, and do not limit or enlarge the terms and conditions of this Amendment. This Amendment and the PSA, and the rights and obligations of the parties hereto and thereto, shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia.

11. Conflicts. In the event of any conflict between any of the terms of this Amendment and any of the terms of the PSA, the terms of this Amendment shall prevail and control.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives effective as of the day and year first above written.

	PURCHASER:

	T.A.G. ACQUISITIONS LTD.

	By:	/s/ Cheskel Meisels

	Name:

	Title:

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives effective as of the day and year first above written.

	SELLER:

	SBS HOLDINGS AT TALL PINES, LLC

	By:	/s/ Shmuel Wolf
		Shmuel Wolf
		Manager

EX-10.4 8 s102972_ex10-4.htm EXHIBIT 10.4

Exhibit 10.4

Filed herewith as Exhibit 10.4 to the Form 10-K for the annual period ended December 31, 2015, is a copy of the Loan Agreement and Commercial Promissory Note between CREEKSIDE by TAG LLC, a subsidiary of T.A.G. Acquisitions Ltd. (the “Company”) and SHARESTATES INVESTMENTS, LLC (the “Lender”), entered into effective as of November 20, 2015, (collectively, the “Creekside Agreements 1”). The Company has also entered into three additional agreements through another subsidiary, TALL PINES by TAG, LLC, with the Lender that are substantially identical in all material respects to the Creekside Agreements 1 except as described in the schedule below (the “ Tall Pines Agreements 1”). Per Instruction 2 to Item 601 of Regulation S-K, the Company is not filing the Tall Pines Agreements 1 as exhibits to the Form 10-K, but is filing this Schedule with Exhibit 10.4 describing the differences between the Creekside Agreements 1 and the Tall Pines Agreements 1.

I. Loan Agreement & Commercial Promissory Note

A) LOAN AGREEMENT:

Section Name/Name of the Agreement	CREEKSIDE AGREEMENTS 1 *	TALL PINES AGREEMENTS 1
Parties in the Preamble	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC
WITNESSETH	Amount: $2,009,650.00	Amount: $1,103,450.00
1.01 (a) – Loan – Maximal Principal Amount	$2,009,650.00	$1,103,450.00
1.01 (c)(1) – Loan Proceeds – “The Fee”	$40,193.00	$22,069.00
1.01 (c)(2) – Loan Proceeds – Prepaid Interest Reserve	$241,158.00	$132,414.00
1.01 (c)(3) – Loan Proceeds – document preparation fees to Char&Herzberg, LLP	$2,500.00	$2,500.00
1.01 (c)(4) – Loan Proceeds – Commission to Atlas Investment Group	$40,193.00	$22,069.00
1.01 (c)(7) – Loan Proceeds – per diem interest from 11/20/15 to 11/30/15	$7,365.72	$4,045.98
1.02 Use of Proceeds	3000 EMBER DRIVE, DECATUR, GEORGIA 30034	1) 3200 CUSHMAN CIRCLE SW, ATLANTA, 30311; 2) 3215 CUSHMAN CIRCLE SW, ATLANTA, 30311 3) 3230 CUSHMAN CIRCLE SW, ATLANTA, 30311
2.01 – Nature of Entity	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC
Signatures	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC

B) COMMERCIAL PROMISSORY NOTE

Section Name/Name of the Agreement	CREEKSIDE AGREEMENTS1 *	TALL PINES AGREEMENTS 1
Parties in the Preamble	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC
Amount in the Preamble	$2,009,650.00	$1,103,450.00
1.C.(I) – per month payment of interest	$20,096.50	$1,103,450.00
1.C.(II) – Reserve Interest Payment	$241,158.00	$132,414.00
1. F – Termination Fee	$120,579.00	$66,207.00
Signatures	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC

* Filed herewith

CREEKSIDE by TAG LLC

$2,009,650.00

NOVEMBER 20, 2015

LOAN AGREEMENT

This Loan Agreement (the “Agreement”), made as of the 20th day of NOVEMBER, 2015 by and between SHARESTATES INVESTMENTS, LLC, a New York limited liability company having its principal place of business at 11 Middle Neck Road, Suite 400A, Great Neck, New York, 11021 (“Lender”) and CREEKSIDE BY TAG LLC., a Georgia limited liability company, having an address c/o Chester Meisels, 130 Route 59, Suite 6, Spring Valley, New York, 10977 (“Borrower”)..

WITNESSETH

WHEREAS, Borrower has requested that Lender make a loan to Borrower in the amount of TWO MILLION NINE THOUSAND SIX HUNDRED FIFTY AND 00/100 U.S. DOLLARS ($2,009,650.00) (the “Loan”), subject to and upon the terms and conditions hereinafter contained, which is evidenced by the Commercial Promissory Note made by Borrower in favor of Lender dated November 20, 2015 (as same may be amended, restated, or modified from time to time, the “Note”), secured by that certain Commercial Mortgage, Security Agreement and Fixture Filing (the “Mortgage”) made by Borrower in favor of Lender and which Mortgage encumbers the premises known as 3000 EMBER DRIVE, DECATUR, GEORGIA, 30034 and 3200 CUSHMAN CIRCLE SW, ATLANTA 30311 and and 3215 CUSHMAN CIRCLE SW, ATLANTA 30311 and 3230 CUSHMAN CIRCLE SW, ATLANTA, 30311 being hereinafter collectively referred to as the “Mortgaged Property”), and guaranteed by CHESTER MEISELS (the “Guarantor”) in that certain Commercial Guaranty (the “Guaranty”) (this Agreement, the Note, the Mortgage, the Guaranty, and any other documents or agreements given to Lender by Borrower or any guarantor in connection with the Loan whether or not specifically set forth herein, as each may be amended, restated or modified from time to time, may hereinafter be collectively referred to as the “Loan Documents”); and

WHEREAS, Lender has agreed to make the Loan to Borrower on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions hereinafter set forth, Borrower and Lender hereby agree as follows:

ARTICLE 1: THE LOAN

1.01 Loan.

(a) Subject to all terms and conditions of this Agreement, Lender may loan to Borrower and Borrower may borrow from Lender, from time to time, up to TWO MILLION NINE THOUSAND SIX HUNDRED FIFTY AND 00/100 U.S. DOLLARS ($2,009,650.00) (“Loan”). Said $2,009,650.00 is also sometimes referred to herein as the “Maximum Principal Amount”.

(b) Advances made pursuant to this Section 1.01 shall be evidenced by the Note, and shall be referred to as the ‘Obligations.” The aggregate of such advances under the Loan shall not exceed said Maximum Principal Amount.

(c) Subject to a final closing statement prepared by Lender’s counsel and executed by Borrower (the “Closing Statement”), the Loan proceeds shall be disbursed as follows:

(1) The sum of FORTY THOUSAND ONE HUNDRED NINETY THREE AND 00/100 DOLLARS ($40,193.00) shall be disbursed on behalf of Borrower and simultaneously paid to Lender as a fully earned, non- refundable fee (the “Fee) in consideration of Lender’s commitment to make the Loan on the terms and conditions stated herein. In no event shall the Fee be applied or credited in reduction of any principal, interest, or other sum payable hereunder; and

(2) The sum of TWO HUNDRED FORTY ONE THOUSAND ONE HUNDERD FIFTY EIGHT AND 00/100 DOLLARS ($241,158.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the “Prepaid Interest Reserve”) which shall be credited against interest payments due under the terms of the Note, as such interest payments become due; and

(3) The sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to CHAR & HERZBERG, LLP, in payment of its document preparation fees, which fees are inclusive of and not in addition to the fees paid pursuant to that certain Loan Agreement dated the date hereof between Borrower and Lender in the amount of $339,000.00.

(4) The sum of FORTY THOUSAND ONE HUNDRED NINETY THREE AND 00/100 DOLLARS ($40,193.00) shall be disbursed on behalf of Borrower and simultaneously paid to ATLAS INVESTMENT GROUP as a fully earned commission.

(5) The sum of ____________________________________ shall be disbursed on behalf of the Borrower and simultaneously paid to ATLANTIS NATIONAL ORGANIZATION for title insurance related services.

(6) The sum of ____________________________________ shall be disbursed on behalf of the Borrower and simultaneously paid to THE MCDONELL LAW FIRM for settlement agent and legal services on behalf of the lender.

(7) The sum of SEVEN THOUSAND THREE HUNDRED SIXTY EIGHT AND 72/100 DOLLARS ($7,368.72) shall be distributed disbursed on behalf of the Borrower and simultaneously paid to Lender for per diem interest from 11/20/15 through 11/30/15.

(d) Payments of interest only, in arrears, shall be due from Borrower on the first day of each and every month commencing on the first day of the month immediately following the first advances as more particularly set forth in the Note. In the event Borrower fails to make a payment within ten (10) days of the date such payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payments to be paid weekly, in arrears, on the Wednesday of each week during the term of the Loan.

(e) If not sooner paid, all Obligations shall be due and payable on the Maturity Date.

1.02 Use of Proceeds. Borrower agrees that the Loan proceeds disbursed to Borrower will be used only for purchasing and renovating the property located at the 3000 EMBER DRIVE, DECATUR, GEORGIA, 30034.

1.03 Conditions Precedent to Lender’s Obligations. Lender shall not be obligated to make the Loan hereunder unless Lender shall have received the following, all in form and substance satisfactory to the Lender in all respects:

(a) the Note, duly executed by Borrower;

(b) the Mortgage, duly executed by Borrower;

(c) this Agreement, duly executed by Borrower;

(d) the Guaranty, duly executed by the Guarantor;

(e) the Collateral Assignment of Leases and Rents, duly executed by Borrower;

(f) the Collateral Assignment of Contracts, Plans, Permits, & Approvals, duly executed by Borrower;

(g) the Environmental Indemnity Agreement, duly executed by Borrower and Guarantor;

(h) the Document Re-Execution Agreement, duly executed by Borrower and Guarantor;

(i) the Closing Statement, duly executed by Borrower;

(j) certificates of insurers, or other evidence satisfactory to Lender, indicating that Borrower and Guarantor have obtained the policies of insurance as are required under the terms of the Mortgage;

(k) a paid title insurance policy (without survey exception) in the full amount of the Loan issued by a title insurance company acceptable to Lender (“Title Insurance Company”) and insuring the Mortgage as a valid first lien on the Mortgaged Property, with such endorsements as Lender shall require and subject to the permitted exceptions identified in the Mortgage;

(I) UCC-1 financing statements required to evidence or perfect Lender’s security interest in the personal property affixed to the Mortgaged Property;

(m) an appraisal of the Mortgaged Property;

(n) financial statements and tax returns for Borrower, and the Guarantor;

(o) evidence of a search of the public records which discloses no conditional sales contracts, chattel mortgages, leases of personality, financing statements or title retention agreements filed or recorded against the Borrower or the Mortgaged Property;

(P) a survey of the Mortgaged Property prepared in accordance with the “Minimum Standard Detail Requirements for ALTA and ACSM Land Title Surveys” jointly established by ALTA and ACSM in 2011, as updated, and certified to Lender by a registered land surveyor acceptable to the Lender (“Survey”);

(q) copies of all permits or approvals required by any governmental authorities to such date with respect to Borrower or the Mortgaged Property, to the extent the same are necessary and appropriate to operate and develop the Mortgaged Property;

(r) an environmental audit of the Mortgaged Property (Phase I and, if necessary Phase II);

(s) the bylaws/operating agreement of Borrower certified by the Managing Member of Borrower;

(t) an incumbency certificate of Borrower which shall certify the names and titles of the officers/members of the Borrower authorized to sign, in the name and on behalf of Borrower this Agreement and each other Loan Document to be delivered pursuant to this Agreement by Borrower, together with the true signatures of such officers, upon which certificate the Lender may conclusively rely;

(u) resolutions/consents of the Borrower authorizing the transactions to be entered into by Borrower in connection with this Agreement;

(v) evidence that the Mortgaged Property is not located in a federal or state flood hazard area;

(w) certification regarding debts and liens, executed by the owner of the Mortgaged Property;

(x) INTENTIONALLY OMITTED

(y) opinions of legal counsel to the Borrower with respect to such matters as the Lender may reasonably request including, but not limited to, opinions from Borrower’s local counsel and Borrower’s Connecticut counsel;

(z) an opinion of legal counsel to the Guarantor with respect to such matters as the Lender may reasonably request including, but not limited to, opinions from Guarantor’s local counsel and Guarantor’s Connecticut counsel;

(aa) evidence of the appointment of a New York agent to accept service of process on behalf of the Borrower and Guarantor, pursuant to the requirements of Section 7.13 of this Agreement;

(bb) evidence demonstrating current full compliance with all applicable zoning, health, environmental and safety laws, ordinances and regulations (including, without limitation, approval of local, private or public sewage or water utility);

(cc) certification from Borrower that Borrower is not a party to any existing or pending or threatened litigation, except as previously disclosed to Lender;

(dd) evidence demonstrating receipt of all appropriate approvals meeting all applicable requirements of any federal, state, county or municipal governmental agency, board, commission, officer, official or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction including, but not limited to, subdivision and site plan approvals, potable water supply, sewage discharge and sewage connection, use of septic tanks or alternatives;

(ee) satisfactory evidence that all roads and utilities necessary for the full utilization of the Mortgaged Property for its intended purposes have been completed or the presently installed and proposed roads and utilities will be sufficient for the full utilization of Mortgaged Property for its intended purposes; and

(ff) such other agreements, certificates or other documents as Lender or Title Insurance Company may reasonably request.

ARTICLE 2: REPRESENTATIONS, WARRANTIES, AND GENERAL COVENANTS

On the date hereof, and in order to induce Lender to enter into this Agreement, Borrower represents, warrants, and covenants the following:

2.01 Nature of Entity. CREEKSIDE BY TAG, LLC. is a corporation, validly existing and in good standing under the laws of the State of GEORGIA, and is and will continue to be duly qualified and licensed to do business in any other state in which it is required to be so qualified, organized and/or licensed.

2.02 Power and Authority. Borrower has the power to execute, deliver, and carry out this Agreement and to incur the Obligations, and has taken all necessary action to authorize the execution, delivery and performance by Borrower of this Agreement and the incurring of the Obligations.

2.03 No Legal Bar. The execution and delivery of this Agreement and compliance by Borrower with any of the terms and provisions hereof or of any of the other agreements or instruments referred to herein will not, on the date hereof, violate any provision of any existing law or regulation or any writ or decree of any court or governmental instrumentality, or any agreement or instrument to which Borrower is a party or which is binding upon it or its assets, and will not result in the creation or imposition of any lien, security interest, charge, or encumbrance of any nature whatsoever upon or in any of its assets, except as contemplated by this Agreement; and no consent of any other party, license approval or authorization of or registration or declaration with any governmental bureau or agency, is required in connection with the execution, delivery, performance, validity, and enforceability of this Agreement.

2.04 No Material Litigation. No petition for bankruptcy, whether voluntary or involuntary, or assignment for the benefit of creditors, or any other action involving debtors’ and creditors’ rights has been filed under the laws of the United States of America or any state thereof, or is pending or threatened against Borrower. There are no claims, suits, actions, litigation or proceedings, pending or threatened, at law or in equity, before any court, public board or body or arbitrator, and there are no judgments, permits, decrees, or orders which have been issued, which would materially and adversely affect any of the obligations of Borrower under the Note or this Agreement, and Borrower has not filed for an arrangement or a petition in bankruptcy nor has one been filed against Borrower.

2.05 No Default. Borrower is not, on the date hereof, in default with respect to the payment or performance of any of its obligations or in the performance of any covenants or conditions to be performed by it pursuant to the terms and provisions of any indenture, agreement, or instrument to which it is a party or by which it may be bound.

2.06 Compliance with Laws. Borrower has complied with and will continue to comply with all applicable statutes and regulations of the United States of America, and all states, counties, municipalities, and agencies of any thereof with respect to (i) the conduct of its business operations; and (ii) the use, maintenance, and operation of the real and personal properties owned or leased by it in the operation of its business.

2.07 No Secondary Liabilities. There are no outstanding contracts or agreements of guaranty or suretyship made by Borrower, or to which it is a party.

2.08 Taxes. Borrower has filed, caused to be filed, or obtained extensions for the filing of, and will continue to file and cause to be filed, all federal, state, and local tax returns required by law to be filed, and has paid and will continue to pay all taxes, including without limitation real estate taxes or on any assessment made against it, except if being contested in good faith.

2.09 Financial Condition. Borrower has submitted to Lender various financial statements and information, and represents that all of said financial information is true and correct, that such financial information fairly presents the financial condition of Borrower as of the date thereof and that, as of the date of said financial information submitted, there was no material unrealized or anticipated losses from any unfavorable commitments of Borrower, and that there has been no material adverse change in the business or assets or in the condition, financial or otherwise, of Borrower from that set forth in said financial statements. Borrower is solvent, is not bankrupt, is not contemplating, nor has recently contemplated or filed, for bankruptcy, receivership, or reorganization proceedings (nor is there any prospect of such). All of Borrower’s obligations to any creditor are current and not in default.

2.10 Representation Accuracy. No representation or warranty by Borrower contained in any certificate or other document furnished or to be furnished by Borrower pursuant hereto or in connection with the transactions contemplated hereunder, contains, or at the time of delivery will contain, any untrue statement of material fact or omits or will omit to state a material fact necessary to make it not misleading.

2.11 Cross-Default. Borrower hereby acknowledges and agrees that a default under the terms and conditions of any other loans, obligations, liabilities, or indebtedness of Borrower (whether now existing or hereafter arising) with Lender or any other lender shall be deemed to be a default under the terms and conditions of the Note and this Agreement.

ARTICLE 3: AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, so long as any of the Obligations to Lender shall remain outstanding, Borrower will perform and observe each and all of the covenants and agreements herein set forth.

3.01 Payments Under this Agreement. Borrower will make timely payment of all monies and will faithfully and fully keep and perform all of the terms, conditions, covenants, and agreements contained on Borrower’s part to be paid, kept, or performed hereunder, and will be bound in all respects as debtor under this Agreement, the Note, and any other instruments or documents executed and/or delivered in connection herewith or therewith.

3.02 Payment of Liabilities. Borrower will pay and discharge at or before their maturity all taxes, assessments, rents, claims, debts, and charges, except where the dame may be contested in good faith and/or non-payment is advised by Borrower’s counsel, and maintain, in accordance with generally accepted accounting principles and practice, appropriate reserves for the accrual of any of the same.

3.03 Compliance with Laws, Care of Property. Borrower will do, or cause to be done, all things necessary to comply with all laws, and to at all times maintain, preserve, and protect its property used or useful in the conduct of its business and keep the same in good condition and repair (normal wear and tear and obsolescence excepted), and from time to time make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments, and improvements thereto.

3.04 Notices. All notices, requests, demands or other communications to or upon the respective parties hereto shall be made in accordance with the terms of the Mortgage.

3.05 Insurance. Borrower will keep the property insured in accordance with the terms of the Mortgage.

ARTICLE 4: NEGATIVE COVENANTS

4.01 Fundamental Changes. So long as any Obligations of Borrower to Lender remain outstanding and unpaid, Borrower covenants and agrees that it will not merge or consolidate with or into any other entity; dissolve or liquidate; convey, sell, lease, or otherwise dispose of all or substantially all of its property, assets, or business; change the present form, ownership, or control of its business.

ARTICLE 5: DEFAULT

5.01 Default. Borrower hereby agrees that, if any Event of Default, as defined in the Note or Mortgage, shall occur, Lender may declare the entire unpaid balance owed under the Note, this Agreement, or other sums owed hereunder or under any such note, immediately due and payable without presentment, demand, protest, notice of protest, or other notice of dishonor of any kind, all of which are hereby expressly waived by Borrower. All such rights of Lender are cumulative, not exclusive, and enforceable alternatively, successively, or concurrently.

5.02 Default Rate. After the occurrence of an Event of Default, interest will accrue at the Default Rate, as defined in the Note.

ARTICLE 6: INDEMNIFICATION OF AND REIMBURSEMENT TO LENDER

6.01 Indemnification by Borrower. Borrower shall indemnify and hold Lender harmless from and against any and all claims, demands, losses, judgments, liabilities, costs or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) which Lender may incur arising out of or resulting from the Note, this Agreement, the Lender’s security interest in the Mortgaged Property, or enforcement or exercise of any right or remedy granted to the Lender under this Agreement. In no event shall Lender be liable to the Borrower for any matter or thing in connection with this Agreement other than to account for monies actually received by it.

6.02 Cure by Lender. Following an Event of Default, Lender may, but shall not be required to, do any act or thing which Borrower has covenanted to do hereunder or cause to be done or remedy any such breach and there shall be added to the Obligations of Borrower the cost or expense incurred by Lender in so doing, and any and all amounts expended by Lender in taking such action, shall be repayable to it upon its demand to Borrower therefor and shall bear interest from the date such cost or expense was incurred by Lender to the date paid in full at the rate of interest set forth in the Note.

6.03 Reimbursement of Expenses. Borrower shall pay to Lender all costs and expenses paid or incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the preparation for or any actual or attempted disposition of any of the Mortgaged Property. All such costs and expenses incurred by Lender shall be repayable to it upon its demand to Borrower and shall bear interest from the date the same were incurred to the date paid in full at the interest rate set forth in the Note.

ARTICLE 7: MISCELLANEOUS

7.01 Governing Law. THIS MORTGAGE IS MADE BY MORTGAGOR AND ACCEPTED BY MORTGAGEE IN THE STATE OF NEW YORK EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, PRIORITY, ENFORCEMENT AND FORECLOSURE OF THE LIENS AND SECURITY INTERESTS CREATED IN THE MORTGAGED PROPERTY UNDER THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE WHERE THE MORTGAGED PROPERTY IS LOCATED. TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE STATE WHERE THE MORTGAGED PROPERTY IS LOCATED, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS, AND THE DEBT OR OBLIGATIONS ARISING HEREUNDER (BUT THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT LENDER’S RIGHTS WITH RESPECT TO SUCH SECURITY INTEREST CREATED IN THE STATE WHERE THE MORTGAGED PROPERTY IS LOCATED).

7.02 JURY TRIAL WAIVER. BORROWER AND LENDER EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, OR CROSS-CLAIM ARISING IN CONNECTION WITH, OUT OF, OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, THE OBLIGATIONS, THE MORTGAGED PROPERTY, ANY TRANSACTION ARISING THEREFROM OR RELATED THERETO, OR ANY DISPUTE INVOLVING BORROWER AND LENDER. FURTHER, EXCEPT AS PROHIBITED BY LAW, BORROWER WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION BETWEEN THE PARTIES ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION 7.02 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION 7.2 WERE NOT A PART OF THIS AGREEMENT.

7.03 No Waiver by Lender. No course of dealing between Borrower and Lender and no failure to exercise or delay in exercising on the part of Lender any right, power, or privilege under the terms of this Agreement or under the terms of any other agreements, instruments, or other documents between Lender and Borrower shall operate as a waiver thereof; not shall any single or partial exercise of any right, power, or privilege hereunder or thereunder preclude any other or further privilege. The rights and remedies provided herein or in any other agreement are cumulative and not exclusive or in derogation of any rights or remedies provided in and thereof, by law or otherwise.

7.04 Survival of Representations. All agreements, representations, and warranties made herein, in any agreement and in any statements, notices, invoices, certificates, schedules, documents, or other instruments delivered to Lender in connection with the Agreement or any other agreement shall survive the making of the loans and advances hereunder.

7.05 Further Documentation. Borrower agrees that, at any time or from time to time upon written request of Lender, Borrower will execute and deliver such further documents and do such other acts and things as Lender may reasonably request in order to fully effect the purposes of this Agreement and the documents referred to herein. Borrower agrees that, to the extent any facts or circumstances reported on exhibits hereto are materially changed, whether by addition, subtraction, modification, etc., Borrower will promptly notify Lender of such changes, additions, subtractions, modifications, etc.

7.06 Entire Agreement. This Agreement, together with the other Loan Documents executed in connection herewith, constitutes the entire agreement and understanding among the parties relating to the subject matter hereof and supersedes all prior proposals, negotiations, agreements, and understandings relating to such subject matter. In entering into this Agreement, Borrower acknowledges that it is not relying on any representation, warranty, covenant, promise, assurance, or other statement of any kind made by Lender or by any employee or agent of Lender.

7.07 Rights of Assignees and Successors. All rights of Lender in, to, and under this Agreement and any other instrument or document executed and/or delivered in connection herewith shall pass to and may be exercised by any assignee thereof. Borrower agrees that, in the event of an assignment of this Agreement and notice of such assignment to Borrower, the liability of Borrower to a holder for value of this Agreement shall be immediate and absolute and not affected by any actions of Lender and that Borrower will not set up any claim against Lender as a defense, counterclaim, or setoff to any action for the unpaid balance owed under this Agreement or for possession brought by said holder. All rights of Lender hereunder shall inure to the benefit of its successors and assigns and any subsequent holder of the Note, and all Obligations of Borrower shall bind the heirs, executors, administrators, successors, and assigns of Borrower.

7.08 Attorneys’ Fees and Expenses. Borrower agrees to pay all reasonable attorneys’ fees and expenses, including recording and filing fees, incurred by Lender in connection with the financing being concluded this day as well as any fees and expenses of counsel, whether incurred before or after the Obligations are paid and performed in full, which Lender may hereafter incur in reasonably protecting, enforcing, increasing, or releasing any security held by Lender, and in foreclosing any mortgage and/or in sustaining the validity of any mortgage. Borrower specifically authorizes Lender to pay all such fees and expenses and charge the same to its loan account.

7.09 Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

7.10 Severability. If any provision of this Agreement or application thereof to any person or circumstance shall to any extent be invalid, the remainder of this Agreement or the application of such provision to persons, entities, or circumstances other than those as to which it is held invalid, shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

7.11 Further Assurances. Borrower shall execute and deliver to Lender all instruments and do such further acts and things as Lender may reasonably request which may be necessary or desirable to effect the purposes of this Agreement.

7.12 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York.

7.13 Jurisdiction. AT LENDER’S ELECTION, TO BE ENTERED IN ITS SOLE DISCRETION, ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BORROWER OR LENDER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, AND BORROWER WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT CHESTER MEISELS AT 130 ROUTE 59, SUITE 6, SPRING VALLEY, NEW YORK 10977 TO RECEIVE AND FORWARD ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED IN THE MORTGAGE, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (1) SHALL GIVE PROMPT NOTICE TO THE LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (2) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS FOR SERVICE OF PROCESS), AND (3) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN CONNECTICUT OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

7.14 Amendments. This Agreement may not be altered, amended, waived, or modified in any way whatsoever except by a writing duly executed by the party to be charged therewith.

7.15 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have hereunto set their hands on the 20th day of NOVEMBER, 2015.

Signed, Sealed, and Delivered in the Presence of:	BORROWER
	CREEKSIDE by TAG LLC

Name:	By:	/s/ Chester Meisels
	Name:	CHESTER MEISELS
	Title:	MANAGING MEMBER

The undersigned Guarantor acknowledges and agrees to all of the terms and conditions herewith, including, without limitation, the cross-default provision contained in Section 2.11 hereof and shall be personally bound thereby.

	/s/ Chester Meisel
	CHESTER MEISEL,
	As Guarantor

Signed, Sealed and Delivered in the Presence of:	SHARESTATES INVESTMENTS, LLC

Name:	By:
		Alan Shayanfekr
		Managing Director

STATE OF NEW YORK	)
	)ss.:
COUNTY OF NEW YORK	)

On the 20^th day of November, 2015, before me, the undersigned, a notary public in and for said State, personally appeared CHESTER MEISELS, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacities, and that by their signatures on the instrument, individuals, or the persons upon behalf of which the individual acted, executed the instrument.

		SAM MA
		Notary Public State of New York
		No. 01MA6235980
		Qualified in New York County Commission Expires February 22, 2019
Notary Public

STATE OF NEW YORK	)
	)ss:
COUNTY OF NASSAU	)

I certify that on ______________, 2015, Allen Shayanfekr came before me in person and stated to my satisfaction that he:

(a) made the attached instrument; and

(b) was authorized to and did execute this instrument on behalf of and as Managing Director of Share states Investments, LLC, (the “Company”), the entity named in this instrument, as the free act and deed of the Company, by virtue of the authority granted by its operating agreement and its members.


	Name:
	Notary Public
	My Commission Expires:

CREEKSIDE by TAG LLC

$ 2,009,650.00

NOVEMBER 20, 2015

COMMERCIAL PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, CREEKSIDE BY TAG LLC., a Georgia limited liability company, having an address c/o Chester Meisels, 130 Route 59, Suite 6, Spring Valley, New York, (hereinafter referred to as “Maker”), promises to pay to the order of SHARESTATES INVESTING, LLC, a New York limited liability company at its principal place of business at 11 Middle Neck Road, Suite 400A, Great Neck, NY 11021 (“Lender”), or at such other place as the holder hereof may designate, the principal sum of TWO MILLION NINE THOUSAND SIX HUNDRED FIFTY AND 00/100 U.S. DOLLARS ($2,009,650.00) with interest on said unpaid balance computed from November 20, 2015 (the “Commencement Date”) hereinafter set forth, together with all taxes assessed upon this Note and together with any costs, expenses, and reasonable attorneys’ fees incurred in the collection of this Note or in protecting, maintaining, or enforcing its security interest or any mortgage securing this Note or upon any litigation or controversy affecting this Note or the security given therefor, including, without limitation, proceedings under the Federal Bankruptcy Code.

1. Payments. Principal and interest hereunder shall be payable as follows:

A. From the Commencement Date, interest on the unpaid balance shall accrue at the rate of twelve percent (12%) per annum, for the period beginning on and including the Commencement Date to the last day of the month in which the Commencement Date occurs and shall be payable at the closing of the loan.

B. The rate of interest of this Note, which shall remain effective until an Event of Default (as defined below), shall be fixed at twelve percent (12%) per annum. Interest on this Note shall be calculated on the basis of a 30-day month and a 360-day year.

C. Beginning on DECEMBER 1, 2015 and continuing on the 1^st day of each and every month thereafter through and including the payment due on NOVEMBER 30, 2016 (hereinafter referred to as the “Maturity Date”).

Maker shall make payments of interest only, in arrears, in the amount of TWENTY THOUSAND NINETY-SIX AND 50/100 DOLLARS ($20,096.50) per month. In the event Maker fails to make a payment within ten (10) days of the date such payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payment to be paid weekly, in arrears, on the Wednesday of each week during the term of the loan.

II)

D. If not sooner paid, the entire balance due, principal, accrued interest, and together with all other sums due hereunder, shall be due and payable in full on NOVEMBER 30, 2016 (the “Maturity Date’’). It is understood and agreed by Maker that if sufficient prepayments of principal have not been made, a balloon payment will be due on the Maturity Date.

E. All payments received will be credited first to late charges and costs hereunder, then to interest accrued at the applicable interest rate hereinafter set forth, with the balance on account of principal.

F. In addition to the monthly interest only payments required above, upon payment in full of the principal balance outstanding hereunder or on the Maturity Date or such earlier applicable date, Maker shall pay to Lender a Loan Termination Fee in the amount of $120,579.00 or six months interest, if the entire outstanding balance due and payable under this Note is prepaid prior to JUNE 1, 2016. If the entire balance of the Loan is paid in full thereafter then the Termination Fee shall be waived.

G. At no time shall the interest rate exceed the maximum rate permitted by the usury statutes governing this Note, if any. If, by application of the above interest rate formula, the interest rate would exceed and violate such usury statutes, interest shall accrue at the maximum rate permitted by law.

2. Security. This Note is secured by, among other things, a first priority Commercial Mortgage, Security Agreement, and Mortgage Spreader Agreement (the “Mortgage”) on that certain piece or parcel of real property known as 3000 EMBER DRIVE, DECATUR, GEORGIA, 30034 and 3200 CUSHMAN CIRCLE SW, ATLANTA 30311 and 3215 CUSHMAN CIRCLE SW, ATLANTA 30311 and 3230 CUSHMAN CIRCLE SW, ATLANTA 30311 (being hereinafter collectively referred to as the “Premises”), being more specifically described in said Mortgage.

3. Default. If any of the following events occur (which is an “Event of Default”), Lender may declare the entire outstanding principal balance hereof, together with any other amounts that Maker owes to Lender, to be immediately due and payable:

Maker fails to pay any installment of principal and/or interest or any other charges due under this Note or any Notes or Non Revolving Credit lines of any of the Premises noted as the Security in paragraph 2 herein, within ten (10) days after the same becomes due and payable;

Maker defaults in any other obligations, liabilities, or indebtedness with Lender (whether now existing or hereafter arising);

Maker sells, leases, or otherwise disposes of all or substantially all of its property, assets, or business, or if Maker ceases any of its business operations, dissolves, or commences reorganization;

Makers makes or takes any action to make a general assignment for the benefit of its creditors or becomes insolvent or has a receiver, custodian, trustee in Bankruptcy, or conservator appointed for it or for substantially all or any of its assets;

Makers files or becomes the subject of a petition in Bankruptcy or upon the commencement of any proceeding or action under any Bankruptcy laws, insolvency laws, relief of debtors laws, or any other similar law affecting Maker, provided, however, that Maker shall have sixty (60) days from the filing of any involuntary petition in Bankruptcy to have the same discharged and dismissed;

Upon the failure by Maker to observe or perform, or upon default in, any covenants, agreements, or provisions in the Mortgage or in any other instrument, document, or agreement, executed and/or delivered in connection herewith or therewith;

Any representation or statement made herein or any other representation or statement made or furnished to Lender by Maker was materially incorrect or misleading at the time it was made or furnished;

In the event of any material adverse change in the financial condition of Maker or any guarantor of the loan; or

Upon the death of any guarantor of the loan.

4. Default Rate. After the occurrence of an Event of Default, interest will accrue at the lesser of (i) twenty percent (20%) per annum or (ii) the maximum rate allowed by law. Interest will continue to accrue at the default rate after judgment until the Note is paid in full.

5. Prepayment. Provided that Maker is not in default hereunder, Maker may prepay all or any portion of the unpaid principal balance of this Note at any time. All prepayment shall be applied first to any costs or charges due hereunder, then to interest due and owing hereunder, and then to principal then outstanding, in inverse order of maturity.

6. Late Charge. It is further agreed that the holder hereof may collect a late charge equal to ten percent (10%) of any payment required hereunder, including the final payment, or required under any security agreement, mortgage, or any other instrument, document, or agreement executed and/or delivered in connection herewith which is not paid within ten (10) days of the due date thereof. This late charge is to cover the extra expenses involved in handling delinquent payments and is not to be construed to cover other costs and attorneys’ fees incurred in any action to collect this Note or to foreclose the mortgage securing the same. This provision shall not affect or limit the holder’s rights or remedies with respect to any Event of Default.

7. Lien/Set Off. Maker hereby gives the holder hereof a lien and right of set off for all of Maker’s liabilities to the holder hereof or Lender upon and against all deposits, credits, and other property of Maker now or hereafter in the possession or control of the holder hereof, or in transit to it, excepting however, funds held in trust by Maker. All payments shall be made in lawful currency of the United States of America in immediately available funds, without abatement, counterclaim, or set-off, and free and clear of, and without any deduction or withholding for, any taxes or other matters.

8. Purpose of Loan. Maker represents and warrants that the proceeds of this Note are to be used solely for business and commercial purposes and not at all for any personal, family, household, or other noncommercial or farming or agricultural purposes. Maker acknowledges that Lender is making this loan to Maker in reliance upon the above representation by Maker. The above representation by Maker will survive the closing of this loan and repayment of amounts due to Lender hereunder.

9. Other Obligations. To the extent that the outstanding balance of this Note is reduced or paid in full by reason of any payment to Lender by an accommodation maker, endorser, or guarantor, and all or any part of such payment is rescinded, avoided, or recovered from Lender for any reason whatsoever, including, without limitation, any proceedings in connection with the insolvency, bankruptcy, or reorganization of the accommodation maker, endorser, or guarantor, the amount of such rescinded, avoided, or returned payment shall be added to or, in the event this Note has been previously paid in full, shall revive the principal balance of this Note upon which interest may be charged at the applicable rate set forth in this Note and shall be considered part of the outstanding balance of this Note and all terms and provisions herein shall thereafter apply to the same.

10. Waiver. MAKER (AND EACH AND EVERY ENDORSER, GUARANTOR, AND SURETY OF THIS NOTE) ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION, AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVES THE RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY AS DEFINED THEREIN, and further waives diligence, demand, presentment for payment, notice of nonpayment, protest and notice of protest and notice of any renewals or extensions of this Note and agrees that the time for payment of this Note may be changed and extended as provided in said Mortgage or any security agreement, without impairing Maker’s liability thereon, and further consents to the release of all or any part of the security for the payment hereof, or the release of any party liable for this obligation without affecting the liability of the other parties hereto. Any delay on the part of the holder hereof in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted for one occasion shall not operate as a waiver in the event of any subsequent default. MAKER FURTHER WAIVES TRIAL BY JURY AND ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY.

11. Binding Effect. This Note shall be binding on Maker, its successors and assigns and shall inure to the benefit of Lender, any holder hereof, its successors and assigns.

12. Governing Law/Choice of Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to conflicts of laws principles thereof.

13. Venue. For any proceeding in a court of law or arbitration shall occur in the County of New York, State of New York.

14. Joint and Several. Should this Note be signed by more than one Maker, references in this Note to Maker in the singular shall include the plural and all obligations herein contained shall be joint and several of each signer hereof.

15. Rights Cumulative. The rights and remedies of Lender shall be cumulative and not in the alternative, and shall include all rights and remedies granted herein, in any document referred to herein or executed and/or delivered in connection herewith, and under all applicable laws, and the exercise of any one or more of them will not be a waiver of any other.

15. Severability. If any term, clause, or provision hereof shall be adjudged to be invalid or unenforceable by a court of appropriate jurisdiction, the validity and enforceability of the remainder shall not affected thereby and each such term, clause, or provision shall be valid and enforceable to the fullest extent permitted by law.

[No further text on this page; signatures appear on following page]

IN WITNESS WHEREOF, the undersigned have executed this Commercial Promissory Note as of the 20^th day of November, 2015.

	BORROWER
	CREEKSIDE BY TAG LLC.

	By:	/s/ Chester Meisels
		Name: Chester Meisels
		Title: President

	GUARANTOR

	By:	/s/ Chester Meisels
		Name: Chester Meisels, as an individual

Signed and Sealed in the Presence of:


Notary Public

SAM MA Notary Public, State of New York No. 01MA6235980 Qualified in New York Country Commission Expires February20, 2019

EX-10.5 9 s102972_ex10-5.htm EXHIBIT 10.5

Exhibit 10.5

Filed herewith as Exhibit 10.5 to the Form 10-K for the annual period ended December 31, 2015, is a copy of the Loan Agreement and Commercial Non-Revolving Line of Credit Promissory Note between CREEKSIDE by TAG LLC, a subsidiary of T.A.G. Acquisitions Ltd. (the “Company”) and SHARESTATES INVESTMENTS, LLC (the “Lender”), entered into effective as of November 20, 2015, (collectively, the “Creekside Agreements 2”). The Company has also entered into three additional agreements through another subsidiary, TALL PINES by TAG, LLC, with the Lender that are substantially identical in all material respects to the Creekside Agreements 2 except as described in the schedule below (the “ Tall Pines Agreements 2 ”). Per Instruction 2 to Item 601 of Regulation S-K, the Company is not filing the Tall Pines Agreements 2 as exhibits to the Form 10-K, but is filing this Schedule with Exhibit 10.5 describing the differences between the Creekside Agreements 2 and the Tall Pines Agreements 2.

I. Loan Agreement & Commercial Non-Revolving Line of Credit Promissory Note

A) LOAN AGREEMENT:

Section Name/Name of the Agreement	CREEKSIDE AGREEMENTS 2 *	TALL PINES AGREEMENTS 2
Parties in the Preamble	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC
WITNESSETH	Amount: $1,990,350.00	Amount: $1,229,883.34
1.01 (a) – Loan – Maximal Principal Amount	$1,990,350.00	$1,229,883.34
1.01 (c)(1) – Loan Proceeds – “The Fee”	$39,807.00	$24,596.67
1.01 (c)(2) – Loan Proceeds – Prepaid Interest Reserve	$238,842.00	$147,580.00
1.01 (c)(3) – Loan Proceeds – document preparation fees to Char&Herzberg, LLP	$2,500.00	$2,500.00
1.01 (c)(4) – Loan Proceeds – Commission to Atlas Investment Group	$39,807.00	$24,596.67
1.01 (c)(7) – Loan Proceeds – per diem interest from 11/20/15 to 11/30/15	$7,297.95	$4,509.57
1.02 Use of Proceeds	3000 EMBER DRIVE, DECATUR, GEORGIA 30034	1) 3200 CUSHMAN CIRCLE SW, ATLANTA, 30311; 2) 3215 CUSHMAN CIRCLE SW, ATLANTA, 30311 3) 3230 CUSHMAN CIRCLE SW, ATLANTA, 30311
2.01 – Nature of Entity	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC
Signatures	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC

B) COMMERCIAL NON-REVOLVING LINE OF CREDIT PROMISSORY NOTE

Section Name/Name of the Agreement	CREEKSIDE AGREEMENTS 2*	TALL PINES AGREEMENTS 2
Parties in the Preamble	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC
Amount in the Preamble	$1,990,350.00	$1,229,883.34
1.C.(I) – per month payment of interest	$233,842.50	$147,580.00
1. F – Termination Fee	$116,921.00	$73,793.00
Signatures	CREEKSIDE BY TAG, LLC	TALL PINES BY TAG, LLC

* Filed herewith

CREEKSIDE by TAG LLC

$1,990,356.00

NOVEMBER 20, 2015

LOAN AGREEMENT

This Loan Agreement (the “Agreement”), made as of the 20th day of NOVEMBER, 2015 by and between SHARESTATES INVESTMENTS, LLC, a New York limited liability company having its principal place of business at 11 Middle Neck Road, Suite 400A, Great Neck, New York, 11021 (“Lender”) and CREEKSIDE BY TAG LLC., a Georgia corporation having an address c/o Chester Meisels, 130 Route 59, Suite 6, Spring Valley, New York, 10977 (“Borrower”)..

WITNESSETH

WHEREAS, Borrower has requested that Lender make a loan to Borrower in the amount of ONE MILLION NINE HUNDRD NINETY THOUSAND THREE HUNDRED FIFTY AND 00/100 DOLLARS ($1,990,350.00) (the “Loan”), subject to and upon the terms and conditions hereinafter contained, which is evidenced by the Commercial Non-Revolving Line of Credit Promissory Note made by Borrower in favor of Lender dated November 20, 2015 (as same may be amended, restated, or modified from time to time, the “Note”), secured by that certain Commercial Mortgage, Security Agreement and Fixture Filing (the “Mortgage”) made by Borrower in favor of Lender and which Mortgage encumbers the premises known as 3000 EMBER DRIVE, DECATUR, GEORGIA, 30034 and 3200 CUSHMAN CIRCLE SW, ATLANTA 30311 and and 3215 CUSHMAN CIRCLE SW, ATLANTA 30311 and 3230 CUSHMAN CIRCLE SW, ATLANTA, 30311 being hereinafter collectively referred to as the “Mortgaged Property”), and guaranteed by CHESTER MEISELS (the “Guarantor”) in that certain Commercial Guaranty (the “Guaranty”) (this Agreement, the Note, the Mortgage, the Guaranty, and any other documents or agreements given to Lender by Borrower or any guarantor in connection with the Loan whether or not specifically set forth herein, as each may be amended, restated or modified from time to time, may hereinafter be collectively referred to as the “Loan Documents”); and

WHEREAS, Lender has agreed to make the Loan to Borrower on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions hereinafter set forth, Borrower and Lender hereby agree as follows:

ARTICLE 1: THE LOAN

1.01 Loan.

(a) Subject to all terms and conditions of this Agreement, Lender may loan to Borrower and Borrower may borrow from Lender, from time to time, up to ONE MILLION NINE HUNDRD NINETY THOUSAND THREE HUNDRED FIFTY AND 00/100 DOLLARS ($1,990,350.00) (“Loan”). Said $1,990,350.00 is also sometimes referred to herein as the “Maximum Principal Amount”.

(b) Advances made pursuant to this Section 1.0.1 shall be evidenced by the Note, and shall be referred to as the ‘Obligations.” The aggregate of such advances under the Loan shall not exceed said Maximum Principal Amount.

(c) Subject to a final closing statement prepared by Lender’s counsel and executed by Borrower (the “Closing Statement”), the Loan proceeds shall be disbursed as follows:

(1)

The sum of THIRTY NINE THOUSAND EIGHT HUNDRED AND SEVEN 00/100 DOLLARS ($39,807.00) shall be disbursed on behalf of Borrower and simultaneously paid to Lender as a fully earned, non-refundable fee (the “Fee) in consideration of Lender’s commitment to make the Loan on the terms and conditions stated herein. In no event shall the Fee be applied or credited in reduction of any principal, interest, or other sum payable hereunder; and

(2)

The sum of TWO HUNDRED THIRTY EIGHT THOUSAND EIGHT HUNDRED FORTY TWO AND 00/100 DOLLARS ($238,842.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the “Prepaid Interest Reserve”) which shall be credited against interest payments due under the terms of the Note, as such interest payments become due; and

(3)

The sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to CHAR & HERZBERG, LLP, in payment of its document preparation fees, which fees are inclusive of and not in addition to the fees paid pursuant to that certain Loan Agreement dated the date hereof between Borrower and Lender in the amount of $339,000.00.

(4)

The sum of THIRTY NINE THOUSAND EIGHT HUNDRED AND SEVEN 00/100 DOLLARS ($39,807.00) shall be disbursed on behalf of Borrower and simultaneously paid to ATLAS INVESTMENT GROUP as a fully earned commission.

(5)

The sum of ______________________________________ shall be disbursed on behalf of the Borrower and simultaneously paid to ATLANTIS NATIONAL ORGANIZATION for title insurance related services.

(6)

The sum of ______________________________________ shall be disbursed on behalf of the Borrower and simultaneously paid to THE MCDONELL LAW FIRM for settlement agent and legal services on behalf of the lender.

(7)

The sum of SEVEN THOUSAND TWO HUNDRED NINETY SEVEN AND 95/100 DOLLARS ($7,297.95) shall be distributed disbursed on behalf of the Borrower and simultaneously paid to Lender for per diem interest from 11/20/15 through 11/30/15.

(e) If not sooner paid, all Obligations shall be due and payable on the Maturity Date.

1.02 Use of Proceeds. Borrower agrees that the Loan proceeds disbursed to Borrower will be used only for renovations/construction of the property located at the 3000 EMBER DRIVE, DECATUR, GEORGIA, 30034.

1.03 Advances. Advances under the Loan may be made to Borrower, in Lender’s sole discretion, in one (1) increments each in the amount of $975,000.00 or such increments as Lender may elect, subject to the following conditions:

(a) There has been no material adverse change in the financial condition and the business of the Borrower.

(b) There are no outstanding Events of Default, as defined in the Note or Mortgage

(c) All advances shall be made on or before November 1, 2016 unless Lender, in its sole and absolute discretion, extends said period.

(d) Lender need not, except at its option, make any advance if the aggregate of all outstanding advances under this Agreement (including interest due and payable pursuant to the provisions of the Note) would be more than the Maximum Principal Amount of this Agreement. In the event that Lender does make an advance which causes the aggregate of all outstanding advances under this Agreement to be more than the Maximum Principal Amount of this Agreement, Borrower agrees to pay to Lender the amount by which Borrower has exceeded the Maximum Principal Amount immediately upon demand of Lender. Failure to repay this amount immediately upon demand will result in the Borrower owing interest on this amount, at the same rate (and adjusted in the same manner) as the interest owing on this Agreement and Note.

(e) With the exception of the initial advance, all requests for advances shall be in writing and shall include evidence satisfactory to Lender, in its sole discretion, substantiating Borrower’s request for funds. Borrower shall provide lender with signed paid invoices from each contractor evidencing to the Lender that the funds used in this Line of Credit were applied towards the construction, development and rehabilitation of the Premises herein.

(f) Each advance by Lender to Borrower under this Agreement shall be recorded on the books of Lender bearing Borrower’s name (hereinafter called “Borrower’s Account”). There shall also be recorded in Borrower’s Account all payments made by Borrower on such advances received by Lender at its office, proceeds of any collateral for the Loan received by Lender at its office, which are applied by Lender to the Advances made by it to Borrower pursuant to this Agreement, interest and expenses and other appropriate debits and credits as herein provided.

(g) By requesting an advance, Borrower shall be deemed to have certified to Lender that, to the best knowledge and belief of Borrower, as of the date of such request for advance, the representations and warranties set forth herein are true and Borrower is not in default in the performance of any covenant or agreement contained in this Agreement.

(h) On the date hereof, Borrower has not received an advance under this Agreement.

Notwithstanding anything to the contrary contained herein, Lender and/or its authorized representatives shall have the right, before each advance and from time to time during the term of the Loan to inspect the Premises. The Borrower shall provide to the Lender, a report written by the appraiser after each advance evidencing with color photos the construction, development and rehabilitation that has occurred per advance furthermore as per the invoices demonstrated to the Lender in paragraph (e) of this section. The cost of such appraisal shall be paid for by the Borrower. Lender will be reimbursed from the advance for all costs and expenses incurred by Lender in connection with any such inspection. Upon satisfactory inspection of the Premises, and upon receipt by Lender of subordination of mechanics’ liens by all subcontractors engaged by Borrower, Lender shall make the next advance to Borrower. All advances after the Initial Advance shall be for the purpose of reimbursing Borrower for renovation costs incurred by Borrower and shall be made in Lender’s sole discretion.

1.04 Conditions Precedent to Lender’s Obligations. Lender shall not be obligated to make the Loan hereunder unless Lender shall have received the following, all in form and substance satisfactory to the Lender in all respects:

(a) the Note, duly executed by Borrower;

(b) the Mortgage, duly executed by Borrower;

(c) this Agreement, duly executed by Borrower;

(d) the Guaranty, duly executed by the Guarantor;

(e) the Collateral Assignment of Leases and Rents, duly executed by Borrower;

(f) the Collateral Assignment of Contracts, Plans, Permits, & Approvals, duly executed by Borrower;

(g) the Environmental Indemnity Agreement, duly executed by Borrower and Guarantor;

(h) the Document Re-Execution Agreement, duly executed by Borrower and Guarantor;

(i) the Closing Statement, duly executed by Borrower;

(k) a paid title insurance policy (without survey exception) in the full amount of the Loan issued by a title insurance company acceptable to Lender (“Title Insurance Company”) and insuring the Mortgage as a valid second lien on the Mortgaged Property, with such endorsements as Lender shall require and subject to the permitted exceptions identified in the Mortgage;

(l) UCC-1 financing statements required to evidence or perfect Lender’s security interest in the personal property affixed to the Mortgaged Property;

(m) an appraisal of the Mortgaged Property;

(n) financial statements and tax returns for Borrower, and the Guarantor;

(o) evidence of a search of the public records which discloses no conditional sales contracts, chattel mortgages, leases of personality, financing statements or title retention agreements filed or recorded against the Borrower or the Mortgaged Property;

(p) a survey of the Mortgaged Property prepared in accordance with the “Minimum Standard Detail Requirements for ALTA and ACSM Land Title Surveys” jointly established by ALTA and ACSM in 2011, as updated, and certified to Lender by a registered land surveyor acceptable to the Lender (“Survey”);

(r) an environmental audit of the Mortgaged Property (Phase I and, if necessary Phase II);

(s) the bylaws/operating agreement of Borrower certified by the Managing Member of Borrower;

(t) an incumbency certificate of Borrower which shall certify the names and titles of the officers/members of the Borrower authorized to sign, in the name and on behalf of Borrower this Agreement and each other Loan Document to be delivered pursuant to this Agreement by Borrower, together with the true signatures of such officers, upon which certificate the Lender may conclusively rely;

(u) resolutions/consents of the Borrower authorizing the transactions to be entered into by Borrower in connection with this Agreement;

(v) evidence that the Mortgaged Property is not located in a federal or state flood hazard area;

(w) certification regarding debts and liens, executed by the owner of the Mortgaged Property;

(x) INTENTIONALLY OMITTED

(y) opinions of legal counsel to the Borrower with respect to such matters as the Lender may reasonably request including, but not limited to, opinions from Borrower’s local counsel and Borrower’s Connecticut counsel;

(z) an opinion of legal counsel to the Guarantor with respect to such matters as the Lender may reasonably request including, but not limited to, opinions from Guarantor’s local counsel and Guarantor’s Connecticut counsel;

(aa) evidence of the appointment of a New York agent to accept service of process on behalf of the Borrower and Guarantor, pursuant to the requirements of Section 7.13 of this Agreement;

(cc) certification from Borrower that Borrower is not a party to any existing or pending or threatened litigation, except as previously disclosed to Lender;

(ee) satisfactory evidence that all roads and utilities necessary for the full utilization of the Mortgaged Property for its intended purposes have been completed or the presently installed and proposed roads and utilities will be sufficient for the full utilization of Mortgaged Property for its intended purposes; and

(ff) such other agreements, certificates or other documents as Lender or Title Insurance Company may reasonably request.

ARTICLE 2: REPRESENTATIONS, WARRANTIES, AND GENERAL COVENANTS

On the date hereof, and in order to induce Lender to enter into this Agreement, Borrower represents, warrants, and covenants the following:

2.01 Nature of Entity. CREEKSIDE by TAG LLC is a corporation, validly existing and in good standing under the laws of the State of GEORGIA and is and will continue to be duly qualified and licensed to do business in any other state in which it is required to be so qualified, organized and/or licensed

2.04 No Material Litigation. No petition for bankruptcy, whether voluntary or involuntary, or assignment for the benefit of creditors, or any other action involving debtors’ and creditors’ rights has been filed under the laws of the United States of America or any state thereof, or is pending or threatened against Borrower. There are no claims, suits, actions, litigation or proceedings, pending or threatened, at law or in equity, before any court, public board or body or arbitrator, and there are no judgments, permits, decrees, or orders which have been issued, which would Materially and adversely affect any of the obligations^-of Borrower Under the Note or this Agreement, and Borrower has not filed for an arrangement or a petition in bankruptcy nor has one been filed against Borrower.

2.05 No Default. Borrower is not; on the date hereof, in default with respect to the payment or performance of any of its obligations or in the performance of any covenants or conditions to be performed by it pursuant to the terms and provisions of any indenture, agreement, or instrument to which it is a party or by which it may be bound.

2.06 Compliance with Laws. Borrower has complied with and will continue to comply with all applicable statutes and regulations of the United States of America, and all states, counties, municipalities, and agencies of any thereof with respect to (i) the conduct of its business operations; and (ii) the use, maintenance, and operation of the real and personal properties owned or leased by it in the operation of its business.

2.07 No Secondary Liabilities. There are no outstanding contracts or agreements of guaranty or suretyship made by Borrower, or to which it is a party.

ARTICLE 3: AFFIRMATIVE COVENANTS

3.02 Payment of Liabilities. Borrower will pay and discharge at or before their maturity all taxes. assessments, rents, claims, debts, and charges, except where the dame may be contested in good faith and/or non-payment is advised by Borrower’s counsel, and maintain, in accordance with generally accepted accounting principles and practice, appropriate reserves for the accrual of any of the same.

3.04 Notices. All notices, requests, demands or other communications to or upon the respective parties hereto shall be made in accordance with the terms of the Mortgage.

3.05 Insurance. Borrower will keep the property insured in accordance with the terms of the Mortgage.

ARTICLE 4: NEGATIVE COVENANTS

ARTICLE 5: DEFAULT

5.02 Default Rate. After the occurrence of an Event of Default, interest will accrue at the Default Rate, as defined in the Note.

ARTICLE 6: INDEMNIFICATION OF AND REIMBURSEMENT TO LENDER

ARTICLE 7: MISCELLANEOUS

7.12 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York.

7.14 Amendments. This Agreement may not be altered, amended, waived, or modified in any way whatsoever except by a writing duly executed by the party to be charged therewith.

7.15 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have hereunto set their hands on the 20th day of November, 2015.

Signed, Sealed, and Delivered in the Presence of:

	BORROWER
	CREEKSIDE by TAG LLC

Name:	By:	/s/ Chester Meisels
	Name: CHESTER MEISELS
	Title: MANAGING MEMBER

	/s/ Chester Meisel
	CHESTER MEISEL,
	As Guarantor

Signed, Sealed and Delivered in the Presence of:	SHARESTATES INVESTMENTS, LLC

	By:
Name:		Alan Shayanfekr
		Managing Director

STATE OF NEW YORK	)
	)ss::
COUNTY OF NEW YORK	)

On the 20^th day of November, 2015, before me, the undersigned, a notary public in and for said State, personally appeared CHESTER MEISELS, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacities, and that by their signatures on the instrument, the individuals, or the persons upon behalf of which the individual acted, executed the instrument.

		SAM MA
		Notary Public State of New York
		No. 01MA6235980
		Qualified in New York County Commission Expires February 22, 2019
Notary Public

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NASSAU	)

I certify that on __________ ________, 20__, Jeffrey Tesch came before me in person and stated to my satisfaction that he:

(a) made the attached instrument; and

(b) was authorized to and did execute this instrument on behalf of and as Managing Director of Sharestates Investments, LLC, (the “Company”), the entity named in this instrument, as the free act and deed of the Company, by virtue of the authority granted by its operating agreement and its members.


	Name:
	Notary Public
	My Commission Expires:

SCHEDULE A

DRAW SCHEDULE

Advances under the Loan may be made to Borrower; in Lender’s sole discretion, subject to the terms and conditions set forth in this Loan Agreement

CREEKSIDE by TAG LLC

$1,990,350.00

NOVEMBER 20, 2015

COMMERCIAL NON-REVOLVING LINE OF

CREDIT PROMISSORY NOTE

CREEKSIDE BY TAG LLC., a Georgia limited liability company, having an address c/o Chester Meisels, 130 Route 59, Suite 6, Spring Valley, New York, 10977, (hereinafter collectively referred to as “Maker”), promises to pay to the order of SHARESTATES INVESTING, LLC, a New York limited liability company at its principal place of business at 11 Middle Neck Road, Suite 400A, Great Neck, NY 11021 (“Lender”), or at such other place as the holder hereof may designate, the principal sum of ONE MILLION NINE HUNDRD NINETY THOUSAND THREE HUNDRED FIFTY AND 00/100 DOLLARS ($1,990,350.00) or so much as may be advanced hereunder, with interest on said unpaid balance computed from the date advanced, November 20, 2016 (the “Commencement Date”) from time to time outstanding as hereinafter set forth, together with all taxes assessed upon this Note and together with any costs, expenses, and reasonable attorneys’ fees incurred in the collection of this Note or in protecting, maintaining, or enforcing its security interest or any mortgage securing this Note or upon any litigation or controversy affecting this Note or the security given therefor, including, without limitation, proceedings under the Federal Bankruptcy Code.

1. Payments. Principal and interest hereunder shall be payable as follows:

The rate of interest of this Note, which shall remain effective until an Event of Default (as defined below), shall be fixed at twelve percent (12%) per annum. Interest on this Note shall be calculated on the basis of a 30-day month and a 360-day year and paid for the actual number of days elapsed during the period for which interest is due. Maker shall make payments of interest only, in arrears the amount drawn from the non-revolving the credit per month. In the event Maker fails to make a payment within ten (10) days of the date such payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payment to be paid weekly, in arrears, on the Wednesday of each week during the term of the loan.

Beginning on the first day of the second month immediately following the Commencement Date, and continuing on the 1^stday of each and every month thereafter through and including the payment due on DECEMBER 1, 2016, Maker shall make payments of interest only, in arrears, on the outstanding principal balance hereof. In the event Maker fails to make a payment within ten (10) days of the date such payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payment to be paid weekly, in arrears, on the Wednesday of each week during the term of the loan.

It is further agreed that the Lender at time of funding shall immediately withdraw from the loan amount one year of interest payments from the loan amount in the amount totaling TWO HUNDRED FORTY ONE THOUSAND ONE HUNDERD FIFTY EIGHT AND 00/100 DOLLARS ($233,842.00) (hereinafter referred to as the “Reserve Interest Payments”). The Reserve Interest Payments encompass a Lender mandated and Maker accepted prepayment of the monthly payments noted in Section 1 Paragraph C(I) noted in this Commercial Property Note Herein. It is further agreed by Maker that Lender shall receive such interest payments whether the loan amount is advance or not advanced. It is understood by Maker that Lender is setting aside such funds for Makers benefit and will lose its opportunity cost by setting such amounts aside and thus requiring the aforesaid Reserve Interest Payment.

D. If not sooner paid, the entire principal balance, together with all accrued interest, and all other sums due hereunder, shall be due and payable in full on NOVMEBER 30, 2016 (the “Maturity Date”). It is understood and agreed by Maker that if sufficient prepayments of principal have not been made, a balloon payment will be due on the Maturity Date.

F. In addition to the monthly interest only payments required above, upon payment in full of the principal balance outstanding hereunder or on the Maturity Date or such earlier applicable date, Maker shall pay to Lender a Loan Termination Fee in the amount of $116,921.00 or six months interest, if the entire outstanding balance due and payable under this Note is prepaid prior to JUNE 1, 2016. If the entire balance of the Loan is paid in full thereafter then the Termination Fee shall be waived.

2. Advances. All advances made hereunder will be made in accordance with the terms of the loan agreement of even date. No advance under this Note has yet been made.

3. Security. This Note is secured by, among other things, a first priority Commercial Mortgage, Security Agreement, and Mortgage Spreader Agreement (the “Mortgage”) on that certain piece or parcel of real property known as 3000 EMBER DRIVE, DECATUR, GEORGIA, 30034 and 3200 CUSHMAN CIRCLE SW, ATLANTA 30311 and 3215 CUSHMAN CIRCLE SW, ATLANTA 30311 and 3230 CUSHMAN CIRCLE SW, ATLANTA 30311 (being hereinafter collectively referred to as the “Premises”), being more specifically described in said Mortgage.

4. Default. If any of the following events occur (which is an “Event of Default”), Lender may declare the entire outstanding principal balance hereof, together with any other amounts that Maker owes to Lender, to be immediately due and payable:

Maker fails to pay any installment of principal and/or interest or any other charges due under this Note or any Notes or Non Revolving Credit lines of any of the Premises noted as the Security in paragraph 3 herein, within ten (10) days after the same becomes due and payable;

Maker defaults in any other obligations, liabilities, or indebtedness with Lender (whether now existing or hereafter arising);

Maker sells, leases, or otherwise disposes of all or substantially all of its property, assets, or business, or if Maker ceases any of its business operations, dissolves, or commences reorganization;

Any representation or statement made herein or any other representation or statement made or furnished to Lender by Maker was materially incorrect or misleading at the time it was made or furnished;

In the event of any material adverse change in the financial condition of Maker or any guarantor of the loan; or

Upon the death of any guarantor of the loan.

5. Default Rate. After the occurrence of an Event of Default, interest will accrue at the lesser of (i) twenty percent (20%) per annum or (ii) the maximum rate allowed by law. Interest will continue to accrue at the default rate after judgment until the Note is paid in full.

6. Prepayment. Provided that Maker is not in default hereunder, Maker may prepay all or any portion of the unpaid principal balance of this Note at any time. All prepayment shall be applied first to any costs or charges due hereunder, then to interest due and owing hereunder, and then to principal then outstanding, in inverse order of maturity.

7. Late Charge. It is further agreed that the holder hereof may collect a late charge equal to ten percent (10%) of any payment required hereunder, including the final payment, or required under any security agreement, mortgage, or any other instrument, document, or agreement executed and/or delivered in connection herewith which is not paid within ten (10) days of the due date thereof. This late charge is to cover the extra expenses involved in handling delinquent payments and is not to be construed to cover other costs and attorneys’ fees incurred in any action to collect this Note or to foreclose the mortgage securing the same. This provision shall not affect or limit the holder’s rights or remedies with respect to any Event of Default.

8. Lien/Set Off. Maker hereby gives the holder hereof a lien and right of set off for all of Maker’s liabilities to the holder hereof or Lender upon and against all deposits, credits, and other property of Maker now or hereafter in the possession or control of the holder hereof, or in transit to it, excepting however, funds held in trust by Maker. All payments shall be made in lawful currency of the United States of America in immediately available funds, without abatement, counterclaim, or set-off, and free and clear of, and without any deduction or withholding for, any taxes or other matters.

9. Purpose of Loan. Maker represents and warrants that the proceeds of this Note are to be used solely for business and commercial purposes and not at all for any personal, family, household, or other noncommercial or farming or agricultural purposes. Maker acknowledges that Lender is making this loan to Maker in reliance upon the above representation by Maker. The above representation by Maker will survive the closing of this loan and repayment of amounts due to Lender hereunder.

10. Other Obligations. To the extent that the outstanding balance of this Note is reduced or paid in full by reason of any payment to Lender by an accommodation maker, endorser, or guarantor, and all or any part of such payment is rescinded, avoided, or recovered from Lender for any reason whatsoever, including, without limitation, any proceedings in connection with the insolvency, bankruptcy, or reorganization of the accommodation maker, endorser, or guarantor, the amount of such rescinded, avoided, or returned payment shall be added to or, in the event this Note has been previously paid in full, shall revive the principal balance of this Note upon which interest may be charged at the applicable rate set forth in this Note and shall be considered part of the outstanding balance of this Note and all terms and provisions herein shall thereafter apply to the same.

(a) 11. Waiver. MAKER (AND EACH AND EVERY ENDORSER, GUARANTOR, AND SURETY OF THIS NOTE) ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION, AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVES THE RIGHT TO NOTICE AND HEARING UNDER THE LAWS OF THE STATE OF NEW YORK OR THE LAWS OF THE STATE IN WHICH THE SUBJECT PROPERTY ID LOCATED WITH RESPECT TO ANY PREJUDGMENT REMEDY, and further waives diligence, demand, presentment for payment, notice of nonpayment, protest and notice of protest and notice of any renewals or extensions of this Note, and all rights under any statute of limitations, and agrees that the time for payment of this Note may be changed and extended as provided in said Mortgage or any security agreement, without impairing Maker’s liability thereon, and further consents to the release of all or any part of the security for the payment hereof, or the release of any party liable for this obligation without affecting the liability of the other parties hereto. Any delay on the part of the holder hereof in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted for one occasion shall not operate as a waiver in the event of any subsequent default. MAKER FURTHER WAIVES TRIAL BY JURY AND ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THE WAIVER BY ITS ATTORNEY.

12. Binding Effect. This Note shall be binding on Maker, its successors and assigns and shall inure to the benefit of Lender, any holder hereof, its successors and assigns.

13. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to conflicts of laws principles thereof.

16. Severability. If any term, clause, or provision hereof shall be adjudged to be invalid or unenforceable by a court of appropriate jurisdiction, the validity and enforceability of the remainder shall not affected thereby and each such term, clause, or provision shall be valid and enforceable to the fullest extent permitted by law.

[No further text on this page; signatures appear on following page]

IN WITNESS WHEREOF, the undersigned have executed this Commercial Promissory Note as of the 20^th day of November, 2015.

	BORROWER

	CREEKSIDE BY TAG LLC.

	By:	/s/ Chester Meisels
		Name: Chester Meisels
		Title: President

	GUARANTOR

	By:	/s/ Chester Meisels
		Name: Chester Meisels, as an individual

Signed and Sealed in the Presence of:


Notary Public

SAM MA
Notary Public, State of New York
No. 01MA6235980
Qualified in New York County
Commission Expires February 22, 2019

EX-10.6 10 s102972_ex10-6.htm EXHIBIT 10.6

Exhibit 10.6

Contract for Sale of Commercial Property

This Contract for Sale is made on

BETWEEN

Clay Associates, LLC

whose address is

1196 McCarter Highway

Newark, NJ 07104

referred to as the Seller,

AND

Chester Meisels

T.A.G. Acquisitions Ltd.

whose address is

130 Route 59, Suite #6

Spring Valley, NY 10977

referred to as the Buyer.

The words “Buyer” and “Seller” include all Buyers and all Sellers listed above.

1. Business and Property Sold. Seller agrees to sell and transfer and Buyer agrees to buy the following described property (the “property”): 81 Clay Street, Newark, NJ 07104 fixtures, This sale is free and clear of any debts, mortgages, security interests or other liens or encumbrances, except for liens securing liabilities relating to the Property being assumed by Buyer and except as stated in this Contract. This sale does not include the cash on hand or in banks at the date of closing and/or the other property specifically excluded, as described and mentioned in Item 2 of Schedule A to the Contract.

2. Purchase Price. The purchase price is Four Million Dollars and No Cents ($4,000,000.00) plus the amount to be paid Seller, as described in Paragraph 5 of this Contract.

3. Payment of Purchase Price. The Buyer will pay the purchase price as follows:

Previously paid by the Buyer (initial deposit)	$

Upon signing of this Contract (balance of deposit)	$	50,000

Balance to be paid at closing of title, in cash or by certified or bank cashier’s check (subject to adjustment at closing)	$	3,950,000

4. Deposit Moneys. All deposit moneys will be held in escrow in an interest-bearing account by Joseph G. DiCorcia, Esq., Attorney for Seller (the “Escrow Agent”) until Closing of title.

Interest on the deposit moneys will be paid to the person or persons who receive the deposit moneys when they are released from escrow. If more than one person receives the deposit moneys, the interest will be divided among all such persons in proportion to the amount of deposit moneys each such person receives.

5. FIFTEEN (15) DAY DUE DILIGENCE PERIOD BEGINNING UPON SIGNING OF CONTRACT. NO CONTINGENCIES AFTER THAT PERIOD AND DEOPOSIT BECOMES FIRM. If either party during the due diligence period finds the property or the terms of this transaction unsatisfactory, either party may cancel said contract. Seller shall deliver clear and marketable fee title free of all liens and encumbrances unless otherwise agreed in contract by Buyer and Seller.

6. Time and Place of Closing. The closing date cannot be made final at this time. The Buyer and Seller agree to make March 16, 2016 or sooner the estimated date for the closing. Both parties agree that the Seller shall have until two (2) weeks after the closing to completely vacate the facility. Both parties will fully cooperate so the closing can take place on or before the estimated date. The closing will be held at the office of the buyer’s attorney.

7. Transfer of Ownership. At the closing, the Seller will transfer ownership of the property to the Buyer. The Seller will give the Buyer a properly executed instruments of transfer as are necessary to transfer to Buyer full title to the Property referred to in this Contract. If the Seller is a corporation, it will also deliver a corporate resolution authorizing the sale.

8. Indemnification of Seller. The Buyer will indemnify the Seller against (1) any and all liability under the contracts and obligations assumed under this Contract, provided that Seller is not in default under any of such contracts or obligations at the date of closing; and (2) all actions, suits, proceedings, judgments, costs and expenses (including reasonable attorney fees) connected with the matters described in (1), including any actions, suits or proceedings between Buyer and Seller, including actions, suits or proceedings to enforce Buyer’s obligations under this Paragraph 12. The Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind and nature other than those specifically assumed under this Contract.

9. Inspection of the Business. The Seller will permit the Buyer and Buyer’s representative(s) to inspect the Property from time to time at any reasonable time before the closing. The Seller will permit access for all inspections provided for in this Contract, and allow the Buyer Fifteen (15) days in order to conduct due diligence and have free access to all property records, leases, documents, mortgages, survey, bills and tax information, income and expenses etc. If Buyer is not satisfied with Due Diligence information at the end of the 15 day period, Buyer many cancel said contract.

351S Contract for Sale of Business
Ind. or Corp.

Rev. 12/99 P5/10

Powerel by

A Division of ALL-STATE International, Inc.
www.aslegal.com 800.222.0510 Page 1

10. Representations of Seller. The Seller represents and warrants that the Seller:

Is duly qualified and licensed to carry on the Business as now owned and conducted.

Is the owner of and has good and marketable title to the property to be sold free of all restrictions on transfer or assignment and of all encumbrances unless otherwise set forth in this Contract.

Has to the best of its knowledge operated the Property in accordance with all laws.

Is not subject to any proceedings, judgments, or liens now pending or threatened against the Seller or against the Property.

11. Risk of Loss. The Seller is responsible for any damage to the assets being sold to the Buyer, except for normal wear and tear, until the closing. If there is damage, the Buyer can proceed with the closing and either:

require that the Seller repair the damage before the closing, or

deduct from the purchase price a fair and reasonable estimate of the cost to repair the property.

In addition, either party may cancel this Contract if the cost of repair is more than 10% of the purchase price. If, by reason of any destruction, loss, or damage, the Buyer shall have the right to terminate this Contract on written notice to Seller.

12. Cancellation of Contract. If this Contract is legally and rightfully canceled, the Escrow Agent will return the deposit to Buyer and Buyer and Seller will be free of liability to each other.

13. Adjustments at Closing. At the closing the following adjustments shall be made: All operating expenses including, but not limited to: rent; insurance premiums; utility charges; taxes of any nature; interest on loans; mortgages or other liens, if any; payroll; and payroll taxes.

14. Broker Commissions. Upon delivery of the Bill of Sale, payment of all amounts, if any, that the Buyer and the Seller are required by this Contract to pay at closing, and delivery of any promissory note and other documents required by this Contract, the Seller will pay to Paris Real Estate, Inc. a commission of __________________% of the purchase price. Details of which are under separate agreement between the brokers.

15. Survival of Terms of Contract. The warranties, covenants and promises contained in this Contract will not merge in but will survive the Bill of Sale and become part of the Bill of Sale and will continue in full force and effect as though set forth at length in the Bill of Sale.

16. Security for Buyer Deposit and Search Costs. The Seller grants the Buyer a security interest in all assets of the Property being sold under this Contract to secure the deposit paid by the Buyer and the reasonable expense of the examination of title. This security interest will terminate automatically if the Buyer defaults under this Contract.

17. Gender and Number. In all references in this Contract to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of this Contract may require.

18. Complete Agreement. This Contract is the entire and only agreement between the Buyer and the Seller. This Contract replaces and cancels any previous agreements between the Buyer and the Seller. This Contract can only be changed by an agreement in writing signed by both Buyer and Seller. The Seller represents to the Buyer that the Seller has not made any other Contract to sell the property to anyone else.

19. Parties Liable. This Contract is binding upon all parties who sign it and all who succeed to their rights and responsibilities.

20. Notices. All notices under this Contract must be in writing. The notices must be delivered personally or mailed by certified mail, return receipt requested, or sent by fax or overnight delivery service to the other party at the address written in this Contract, or to that party’s attorney.

21. Seller does not indemnify Buyer as to any warrantees or representations about said Property. Said Property will be transferred in “As Is” condition.

22. There are no other contingencies associated with the sale of this Property.

351S Contract for Sale of Business
Ind. or Corp.

Rev. 12/99 P5/10

A Division of ALL^-STATE International. Inc.
www.aslegal.com 800.222.0510 Page 2

SIGNED AND AGREED TO BY:
Witnessed or Attested by:	Date Signed:	Buyer: /s/ Chester Meisels
	12/15/15
		Chester Meisels
		T.A.G. Acquisitions Ltd.
		Print Name & Title:

As to Buyer(s)

		Print Name & Title:

		Print Name & Title:
		/s/ Martin Lucibello
		Martin Lucibello
		Manager
As to Seller(s)		Clay Associates, LLC

		Print Name & Title:

AGREEMENT TO ACT AS ESCROW AGENT BY:

		(Seal)
Witnessed by		, ESCROW AGENT

STATE OF NEW JERSEY, COUNTY OF SS:

I CERTIFY that on,

personally came before me and stated to my satisfaction that this person:

a. Was the maker of the attached instrument; and

b. Executed this instrument as his or her own act.

	Print Name & Title:

STATE OF NEW JERSE COUNTRY OF	SS:

I CERTIFY that on, 12/17/15

Martin Lucibello personally came before me and stated to my satisfaction that this person (or if more than one, each person):

a. Was the maker of the attached instrument;

b. Was authorized to and did execute this instrument as Managing Member of Clay Associates, LLC the entity named in this instrument; and

c. Executed this instrument as the act of the entity named this instrument.

	/s/ Joseph G. DiCorcia
	Joseph G. DiCorcia, Esq.
	Attorney at Law of the State of New Jersey
	Print Name & Title:

351S Contract for Sale of Business
Ind. or Corp.

Rev. 12/99 P5/10

A Division of ALL-STATE International. Inc.
www.aslegal.com 800.222.0510 Page 3

EX-10.7 11 s102972_ex10-7.htm EXHIBIT 10.7

Exhibit 10.7

THIS AGREEMENT made as of the 1^st day of January, 2015, between T.A.G. Acquisitions LTD a corporation incorporated under the laws of Delaware, and having its principal place of business at 130 Route 59 Suite #6, Spring Valley, NY 10977 (the “Employer”); and Cheskel Meisels residing at 7 Ronald Drive #7A Of the City of Monsey, NY 10952 in the state of New York (the “Employee”).

WHEREAS the Employer and the Employee wish to enter into an employment agreement governing the terms and conditions set forth.

IN CONSIDERATION of the promises and valuable consideration the parties agree as follows:

Employment:

The Employee agrees that he/she will at all times faithfully, industriously, and to the best of his/her skill, ability, experience and talents, perform all of the duties required of his/her position in a professional manner. In carrying out these duties and responsibilities, the Employee shall comply with all Employer policies, procedures, rules and regulations, both written and oral, as are announced by the Employer from time to time. It is also understood and agreed to by the Employee that his/her assignment, duties and responsibilities and reporting arrangements may be changed by the Employer in its sole discretion without causing termination of this agreement.

Duties and Responsibilities:

The Employee shall be employed to perform the duties as a CEO, President, Secretary & Chairman of The Board, the current duties and responsibilities of which are set out in Schedule “A” annexed hereto and forming part of this agreement, said duties shall be performed in a professional manner. These duties and responsibilities may be amended from time to time in the sole discretion of the Employer, subject to formal notification of same provided to the Employee.

Compensation:

(a)

As full compensation for all services provided the employee shall be paid at the rate of $208,250 annually in Monthly installments. Such payments shall be subject to normal statutory deductions by the Employer.

(b)

The salary mentioned in paragraph (3) (a) shall be reviewed on an annual basis.

1 of 4 Pages

(c)

All reasonable expenses arising out of employment shall be reimbursed assuming same have been authorized prior to being incurred and with the provision of appropriate receipts.

Vacation / Sick/Personal Days:

The Employee is entitled for two weeks paid vocation, five sick days and seven personnel days per annum after first year of employment.

Probation Period:

It is understood and agreed that the first one hundred twenty days of employment shall constitute a probationary period during which period the Employer may, in its absolute discretion, terminate the Employee's employment, for any reason without notice or cause.

(a)

The Employer shall have an opportunity to assess the performance, attitude, skills and other employment-related attributes and characteristics of the Employee;

(b)

The Employee shall have an opportunity to learn about both the Employer and the position of employment;

(c)

Either party may terminate the employment relationship at any time during the initial four month period without advance notice or justifiable reason, in which case there will be no continuing obligations of the parties to each other, financial or otherwise.

Confidentiality:

The Employee acknowledges that, in the course of performing and fulfilling his duties hereunder, he/she may have access to and be entrusted with confidential information concerning the present and contemplated financial status and activities of the Employer, the disclosure of any of which confidential information to competitors of the Employer would be highly detrimental to the interests of the Employer. The Employee further acknowledges and agrees that the right to maintain the confidentiality of such information constitutes a proprietary right which the Employer is entitled to protect. Accordingly, the Employee covenants and agrees with the Employer that he/she will not, during the continuance of this agreement, disclose any such confidential information to any person, firm or corporation, nor shall he/she use same, except as required in the normal course of his/her engagement hereunder, and thereafter he/she shall not disclose or make use of the same.

Termination:

(a)

The Employee may at any time terminate this agreement and his/her employment by giving not less than two weeks written notice to the Employer.

(b)

The Employer may terminate this Agreement and the Employee's employment at any time, without notice or payment in lieu of notice, for sufficient cause.

(c)

The Employer may terminate the employment of the Employee at any time without the requirement to show sufficient cause pursuant to (b) above, provided the Employer pays to the Employee an amount as required by the Employment Standards Act 2000 or other such legislation as may be in effect at the time of termination. This payment shall constitute the employees entire entitlement arising from said termination.

2 of 4 Pages

(d)

The Employee agrees to return any property of T.A.G. Acquisitions LTD at the time of termination.

Restrictive Covenant, Non- Competition:

(a)

It is further acknowledged and agreed that the following termination of the employee's employment with T.A.G. Acquisition LTD for any reason the employee shall not hire or attempt to hire any current employees of T.A.G. Acquisitions LTD.

(b)

It is further acknowledged and agreed that following the termination of the employment of the Employee by the Employer, with or without cause, or the voluntary withdrawal by the Employee from the Employer, the Employee shall, for a period of one year following the said termination or voluntary withdrawal, within the USA refrain from either directly or indirectly soliciting or attempting to solicit the business of any client or customer of the Employer for his own benefit or that of any third person or organization, and shall refrain from either directly or indirectly attempting to obtain the withdrawal from employment by the Employer of any other employee of the Employer having regard to the same geographic and temporal restrictions. The Employee shall not directly or indirectly divulge any financial information relating to the Employer or any or its affiliates or clients to any person whatsoever.

Laws:

This agreement shall be governed by the laws of the New York State of United States of America.

10.

Independent Legal Advice:

The Employee acknowledges that the Employer has provided the Employee with a reasonable opportunity to obtain independent legal advice with respect to this agreement, and that either:

(a)

The Employee has had such independent legal advice prior to executing this agreement, or;

(b)

The Employee has willingly chosen not to obtain such advice and to execute this agreement without having obtained such advice.

11.

Entire Agreement:

This agreement contains the entire agreement between the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the employment of the Employee by the Employer and shall be amended or modified only by written instrument signed by both of the parties hereto.

12.

Severability:

The Parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid then said article or part shall be struck and all remaining provision shall remain in full force and effect.

3 of 4 Pages

IN WITNESS WHEREOF the Employer has caused this agreement to be executed by its duly authorized officers and the Employee has set his hand as of the date first above written.

SIGNED, in the presence of:		TAG ACQUISITIONS

Cheskel Meisels		Cheskel Meisels
[Name of Employee]		[Name of Employer]

/s/ Cheskel Meisels		/s/ Cheskel Meisels
[Signature of Employee]		[Signature of Employer]

4 of 4 Pages

Employment Agreement “Schedule A”

Position Title:

As a CEO, President, Secretary, & Chairman of the board. The Employee is required to perform the following duties and undertake the following responsibilities in a professional manner.

(a)

Developing and implementing high level strategies

(b)

Making major corporate decisions

(c)

Managing the overall operations and resources of the company

(e) Other duties as may arise from time to time and as may be assigned to the employee

/s/ Cheskel Meisels		By: /s/ Cheskel Meisels
Cheskel Meisels		T.A.G. Acquisitions,
		Cheskel Meisels

EX-10.8 12 s102972_ex10-8.htm EXHIBIT 10.8

Exhibit 10.8

THIS AGREEMENT made as of the 1st day of November, 2015, between T. A.G. Acquisitions LTD a corporation incorporated under the laws of Delaware, and having its principal place of business at 130 Route 59 Suite #6, Spring Valley, NY 10977 (the “Employer”); and

Etel Halpert residing at 9 Villa Lane, Of the City of Monsey, in the state of New York 10952 (the “Employee”).

WHEREAS the Employer and the Employee wish to enter into an employment agreement governing the terms and conditions set forth.

IN CONSIDERATION of the promises and valuable consideration the parties agree as follows:

Employment:

Duties and Responsibilities:

The Employee shall be employed to perform the duties as a CFO Chief Financial Officer, the current duties and responsibilities of which are set out in Schedule “A” annexed hereto and forming part of this agreement, said duties shall be performed in a professional manner. These duties and responsibilities may be amended from time to time in the sole discretion of the Employer, subject to formal notification of same provided to the Employee.

Compensation:

(a)

As full compensation for all services provided the employee shall be paid at the rate of $67,500 annually in Monthly installments. Such payments shall be subject to normal statutory deductions by the Employer.

(b)

The salary mentioned in paragraph (3) (a) shall be reviewed on an annual basis.

1 of 4 Pages

(c)

All reasonable expenses arising out of employment shall be reimbursed assuming same have been authorized prior to being incurred and with the provision of appropriate receipts.

Vacation / Sick/Personal Days:

The Employee is entitled for two weeks paid vocation, five sick days and seven personnel days per annum after first year of employment.

Probation Period:

(a)

The Employer shall have an opportunity to assess the performance, attitude, skills and other employment-related attributes and characteristics of the Employee;

(b)

The Employee shall have an opportunity to learn about both the Employer and the position of employment;

(c)

Confidentiality:

Termination:

(a)

The Employee may at any time terminate this agreement and his/her employment by giving not less than two weeks written notice to the Employer.

(b)

The Employer may terminate this Agreement and the Employee's employment at any time, without notice or payment in lieu of notice, for sufficient cause.

(c)

2 of 4 Pages

(d)

The Employee agrees to return any property of T.A.G. Acquisitions LTD at the time of termination.

Restrictive Covenant, Non- Competition:

(a)

(b)

Laws:

This agreement shall be governed by the laws of the New York State of United States of America.

10.

Independent Legal Advice:

The Employee acknowledges that the Employer has provided the Employee with a reasonable opportunity to obtain independent legal advice with respect to this agreement, and that either:

(a)

The Employee has had such independent legal advice prior to executing this agreement, or;

(b)

The Employee has willingly chosen not to obtain such advice and to execute this agreement without having obtained such advice.

11.

Entire Agreement:

12.

Severability:

3 of 4 Pages

IN WITNESS WHEREOF the Employer has caused this agreement to be executed by its duly authorized officers and the Employee has set his hand as of the date first above written.

SIGNED, in the presence of:

Etel Halpert		Cheskel Meisels

/s/ Etel Halpert		/s/ Cheskel Meisels
Signature of Employee		Signature of Employer

4 of 4 Pages

Employment Agreement “Schedule A”

Position Title: CFO Chief Financial Officer

As a CFO Chief Financial Officer The Employee is required to perform the following duties and undertake the following responsibilities in a professional manner.

(a)

Bookkeeping

(b)

Financing

(c)

Office Management

(d)

Compliances

(e) Other duties as may arise from time to time and as may be assigned to the employee

/s/ Etel Halpert		/s/ Cheskel Meisels
Etel Halpert		Cheskel Meisels

EX-21 13 s102972_ex21.htm EXHIBIT 21

EXHIBIT 21

Subsidiaries of T.A.G. Acquisitions Ltd.

Name of Subsidiary		Jurisdiction

Waydell 32-38 LLC		New Jersey

Creekside by TAG LLC		Georgia

Tall Pines by TAG LLC		Georgia

EX-31.1 14 s102972_ex31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

I, Chester Meisels, certify that:

1. I have reviewed this annual report on Form 10-K of T.A.G. Acquisitions Ltd.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 11, 2016
		/s/ Chester Meisels
		Chief Executive Officer

EX-31.2 15 s102972_ex31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

I, Etel Halpert, certify that:

1. I have reviewed this annual report on Form 10-K of T.A.G. Acquisitions Ltd.

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 11, 2016
		/s/ Etel Halpert
		Chief Financial Officer

EX-32 16 s102972_ex32.htm EXHIBIT 32

EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of T.A.G. Acquisitions Ltd. (the “Company”), hereby certifies that:

The Annual Report on Form 10-K for the year ended December 31, 2015 of the Company (the “Report”), fully complies, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

		/s/ Chester Meisels
		Chief Executive Officer

		/s/ Etel Halpert
		Chief Financial Officer

Date: April 11, 2016

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2015	Mar. 27, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	T.A.G. Acquisitions Ltd.
Entity Central Index Key	0001610785
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 250,000
Entity Common Stock, Shares Outstanding		6,300,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets:
Cash	$ 553,427
Prepaid interest	1,210,000
Total current assets	1,763,427
Investments in real estate	3,293,840
Deposits	73,250
TOTAL ASSETS	5,130,517	$ 0
Current Liabilities:
Accounts payable	26,629
Accrued expenses	$ 15,184
Accrued payroll
Accrued payroll to stockholder	$ 121,383
Notes payable, net of discount of $196,011	5,252,979
Advances from stockholder	260,190
Total current liabilities	5,676,365
Notes payable, net of current portion	20,000
TOTAL LIABILITIES	$ 5,696,365	$ 0
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,300,000 and 3,500,000 shares issued and outstanding	$ 630	$ 350
Additional paid-in capital	230,460	357
Accumulated deficit	(796,938)	$ (707)
Total stockholders' deficit	(565,848)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 5,130,517	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Unamortized debt discount	$ 196,011
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	20,000,000	20,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	6,300,000	3,500,000
Common stock, outstanding	6,300,000	3,500,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	7 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2014	Dec. 31, 2015
Income Statement [Abstract]
Revenue		$ 10,134
Operating expenses:
General and administrative expenses	$ 707	674,527
Loss from operations	$ (707)	(664,393)
Other expense
Interest expense		(131,838)
Loss before income taxes	$ (707)	$ (796,231)
Income taxes
Net loss	$ (707)	$ (796,231)
Weighted average shares outstanding :
Basic (in shares)	16,787,611	5,361,644
Diluted (in shares)	16,787,611	5,361,644
Loss per share
Basic (in dollars per share)	$ (0)	$ (0.15)
Diluted (in dollars per share)	$ 0	$ (0.15)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance, beginning at May. 20, 2014
Balance, beginning (in shares) at May. 20, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 2,300	$ (2,300)
Issuance of common stock (in shares)	23,000,000
Redemption of common stock	$ (1,950)	1,950
Redemption of common stock (in shares)	(19,500,000)
Capital contribution		707		$ 707
Net loss			$ (707)	$ (707)
Balance, beginning at Dec. 31, 2014	$ 350	357	(707)
Balance, beginning (in shares) at Dec. 31, 2014	3,500,000			3,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to founder	$ 250	(250)
Issuance of common stock to founder (in shares)	2,500,000
Issuance of common stock for Waydell 32-38 LLC	$ 30	149,970		$ 150,000
Issuance of common stock for Waydell 32-38 LLC (in shares)	300,000
Capital contribution		80,383		80,383
Net loss			(796,231)	(796,231)
Balance, beginning at Dec. 31, 2015	$ 630	$ 230,460	$ (796,938)	$ (565,848)
Balance, beginning (in shares) at Dec. 31, 2015	6,300,000			6,300,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	7 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2014	Dec. 31, 2015
OPERATING ACTIVITIES:
Net loss	$ (707)	$ (796,231)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs		23,989
Change in current assets and liabilities:
Prepaid interest		110,000
Accounts payable		26,629
Accrued expenses	$ 707	15,184
Accrued payroll
Accrued payroll to stockholder		121,383
Net cash used in operating activities		(499,046)
INVESTING ACTIVITIES:
Payments for investments in real estate		(3,143,840)
Payments for deposits		(73,250)
Net cash used in investing activities		(3,217,090)
FINANCING ACTIVITIES:
Advances from stockholder		260,190
Proceeds from issuance of notes payable		4,151,990
Payment of debt issuance costs		(220,000)
Payments on notes payable		$ (3,000)
Proceeds from issuance of common stock
Capital contribution by stockholder		$ 80,383
Net cash provided by financing activities		4,269,563
NET INCREASE IN CASH		$ 553,427
CASH, BEGINNING BALANCE
CASH, ENDING BALANCE		$ 553,427
CASH PAID FOR:
Interest
Income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for real estate		$ 150,000
Issuance of note payable for prepaid interest		$ 1,320,000

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
FDIC cash insured amount	$ 384,234	$ 0

Going Concern (Details Narrative)	7 Months Ended	12 Months Ended
Going Concern (Details Narrative)	Dec. 31, 2014 USD ($)	Dec. 31, 2015 USD ($) Number
Operating losses	$ (707)	$ (796,231)
Accumulated deficit	$ (707)	(796,938)
Working capital deficit		$ 3,912,938
Number of property \| Number		2
Commercial Non-Revolving Line Of Credit Promissory Notes [Member]
Aggregate face amount		$ 5,680,000
Commercial Promissory Notes And Commercial Non-Revolving Line Of Credit Promissory Notes [Member]
Aggregate face amount		$ 11,000,000

Investments in Real Estate (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2005
Investments in real estate	$ 3,293,840
Waydell 32-38 LLC [Member] \| Real Property in Newark New Jersey [Member]
Investments in real estate	165,325	$ 165,325
3000 Ember Drive [Member] \| Real Property in Decatur Georgia [Member]
Investments in real estate	2,633,766
3200 Cushman Circle [Member] \| Real Property in Atlanta Georgia [Member]
Investments in real estate	$ 494,749

Investments in Real Estate (Details Narrative) - USD ($)				12 Months Ended
	Nov. 20, 2015	Aug. 13, 2015	Jun. 25, 2015	Dec. 31, 2015	Dec. 31, 2005
Investments in real estate				$ 3,293,840
Capitalized interest				29,854
Real Property in Atlanta Georgia [Member] \| Maximum [Member]
Estimates cost of the renovations of properties				7,500,000
Real Property in Atlanta Georgia [Member] \| Minimum [Member]
Estimates cost of the renovations of properties				6,000,000
Waydell 32-38 LLC [Member]
Percentage of ownership interest		100.00%
Number of shares issued through acquisition		300,000
Number of shares issued through acquisition, value		$ 150,000
Waydell 32-38 LLC [Member] \| Real Property in Newark New Jersey [Member]
Purchase price of property			$ 150,000
Payments for investments in real estate				15,325
Investments in real estate				165,325	$ 165,325
3000 Ember Drive [Member] \| Real Property in Decatur Georgia [Member]
Purchase price of property	$ 1,820,000
Investments in real estate				2,633,766
3200 Cushman Circle [Member] \| Real Property in Atlanta Georgia [Member]
Purchase price of property	$ 480,000
Investments in real estate				$ 494,749

Notes Payable (Details)	12 Months Ended
Notes Payable (Details)	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
Total	$ 5,468,990
Note discount	(196,011)
Net amount	5,272,979
Less current portion	(5,252,979)
Long-term portion	20,000
0% Unsecured Note Payable Due On June 5, 2016 [Member]
Debt Instrument [Line Items]
Total	$ 20,000
Issuance date	Jun. 05, 2015
0% Unsecured Note Payable Due On April 15, 2020 [Member]
Debt Instrument [Line Items]
Total	$ 26,000
Issuance date	Apr. 15, 2015
Debt instrument, periodic payment	$ 500
Description of frequency periodic payment	monthly
10% Unsecured Note Payable Due On July 1, 2016 [Member]
Debt Instrument [Line Items]
Total	$ 28,600
Issuance date	Jul. 15, 2015
10% Unsecured Note Payable Due On October 1, 2016 [Member]
Debt Instrument [Line Items]
Total	$ 74,390
Issuance date	Oct. 01, 2015
12% Unsecured Note Payable Due On November 30, 2016 [Member] \| Sharestates Investing, LLC [Member] \| Creekside and Tall Pines [Member]
Debt Instrument [Line Items]
Total	$ 5,320,000
Issuance date	Nov. 20, 2015
Description of collateral debt	Secured by Creekside and Tall Pines properties and guaranteed by the Company's CEO

Notes Payable (Details 1)	Dec. 31, 2015 USD ($)
Notes Payable [Abstract]
2016	$ 5,252,979
2017	6,000
2018	6,000
2019	6,000
2020	2,000
Total	$ 5,272,979

Notes Payable (Details Narrative)	12 Months Ended
Notes Payable (Details Narrative)	Dec. 31, 2015 USD ($) Number	Dec. 31, 2014 USD ($)
Debt Instrument [Line Items]
Amortized prepaid interest	$ 110,000
Prepaid interest	1,210,000
Commercial Promissory Notes And Commercial Non-Revolving Line Of Credit Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate face amount	$ 11,000,000
Debt instrument, interest rate	12.00%
Debt instrument, due date	Nov. 30, 2016
Percentage of debt issuance cost	2.00%
Debt issuance cost	$ 220,000
Amortized debt issuance cost	23,989
Total debt interest	1,320,000
Commercial Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate face amount	$ 5,320,000
Numbers of notes issued \| Number	4
Commercial Non-Revolving Line Of Credit Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate face amount	$ 5,680,000
Numbers of notes issued \| Number	4

Advances from stockholder (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Related Party Transactions [Abstract]
Advances from majority stockholder	$ 260,190

Stockholders' Equity (Details Narrative) - USD ($)						7 Months Ended	12 Months Ended
Stockholders' Equity (Details Narrative) - USD ($)	Aug. 13, 2015	Apr. 20, 2015	Nov. 18, 2014	Nov. 17, 2014	May. 20, 2014	Dec. 31, 2014	Dec. 31, 2015
Common stock issued
Common stock authorized						100,000,000	100,000,000
Preferred stock authorized						20,000,000	20,000,000
Common stock issued						3,500,000	6,300,000
Common stock outstanding						3,500,000	6,300,000
Waydell 32-38 LLC [Member]
Shares issued through acquisition	300,000
Shares issued through acquisition, value	$ 150,000
Two Directors And Officers [Member]
Common stock issued (in shares)			3,000,000		20,000,000
Common stock issued					$ 2,000
Redemption of common stock				19,500,000
Chief Executive Officer [Member]
Common stock issued (in shares)		2,500,000
Capital contributions							$ 80,383

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Federal statutory rates	$ (270,719)	$ (240)
State income taxes	(39,812)	$ (35)
Permanent differences	9,119
Valuation allowance against net deferred tax assets	$ 301,411	$ 276
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal statutory rates	34.00%	34.00%
State income taxes	5.00%	5.00%
Permanent differences	(1.10%)	0.00%
Valuation allowance against net deferred tax assets	(37.90%)	(39.00%)
Effective rate	0.00%	0.00%

Income Taxes (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred income tax asset
Net operation loss carryforwards	$ 301,686	$ 276
Total deferred income tax asset	301,686	276
Less: valuation allowance	$ (301,686)	$ (276)
Total deferred income tax asset

Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details Narrative
Valuation allowance	$ 301,686	$ 276
Valuation allowance increased	$ 301,411	$ 276

Agreements to Purchase Real Estate (Details Narrative) - 81 Clay Street, Newark, New Jersey [Member] - USD ($)	Dec. 15, 2015	Dec. 31, 2015
Purchase of parcel of land and improvements	$ 4,000,000
Deposit		$ 50,000

Subsequent Events (Details Narrative) - Subsequent Event [Member]	Feb. 23, 2016 USD ($)
Purchase of parcel of land and improvements	$ 1,200,000
Holliswood, New York [Member]
Purchase of parcel of land and improvements	999,500
Finders fees	$ 200,500