Private Placement Offering
New World Development USA LLC
Securities Offered: 300,000 Common Shares
Total Offering of $30,000,000 with a price of ($100.00) per Share
Minimum Initial Subscription: $100.00
New World Development USA LLC, (NW) a New York LLC (the “Company”), is offering
(the “Offering”) up to three hundred thousand (300,000) shares of its common stock (the “Securities”) on a rolling basis for sale to “Accredited Investors” only, as such term is defined in Rule 501 as promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), at a price of One Dollar ($100.00) per share. The total proceeds of this offering will be $30,000,000.00. The minimum number of Securities that may be purchased by a subscriber is one share( 1 ) share.
No exceptions to the minimum purchase amount may be made, and the Company may reject orders, in whole or in part, in the Company’s sole discretion. This Confidential Private Placement Memorandum (the “Memorandum”) relates to the offer and sale (the “Offering”) of the Securities pursuant to Regulation A1, Tier 2 Rule 251 amendment of the Securities Act of 1933 (the “Securities Act”); and outside of the United States to Non-U.S. Persons, as that term is defined in Rule 902 of Regulation S of the Securities Act and is exempt pursuant to Regulation S. Offers and sales of the Securities will not effected through affiliated FINRA registered broker-dealers and directly by the Directors and employees. All dollar amounts herein refer to are in United States dollars. The Company is a New York LLC involved in but not limited to; joint ventures, partnering, consulting with domestic and foreign companies; purchasing and or partnering in targeted properties in the Brooklyn, Queens, NY market. and where opportunities present themselves.
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN
INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK (SEE
“RISK FACTORS” COMMENCING ON PAGE 10). THE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
(THE “SEC”) OR ANY STATE REGULATORY AUTHORITY NOR HAS THE SEC OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE
SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION THEREFROM.
Offeree Name: ______Memorandum Number #______
The date of this Confidential Private Placement Memorandum is July 20th, 2017
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TABLE OF CONTENTS Page
INVESTOR NOTICES...... 1
COMPANY SUMMARY
OFFERING SUMMARY
RESTRICTIONS ON TRANSFER
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
THE COMPANY’S DIRECTORS & OFFICERS ...... 14
RISK FACTORS
CAPITALIZATION
DILUTION
THE BUSINESS
CONFLICTS OF INTEREST
THE OFFERING
USE OF PROCEEDS
DIVIDEND POLICY
ERISA CONSIDERATIONS
DESCRIPTION OF SECURITIES
SUITABILITY STANDARDS
ADDITIONAL INFORMATION
INVESTOR NOTICES
THE OFFEREE, BY ACCEPTING DELIVERY OF THIS PRIVATE PLACEMENT
MEMORANDUM, AGREES TO RETURN IT AND ALL ENCLOSED DOCUMENTS TO
THE COMPANY IF THE OFFEREE DECIDES NOT TO PURCHASE ANY OF THE
SECURITIES OFFERED. THE OFFEREE FURTHER AGREES TO KEEP INFORMATION
RELATING TO THE COMPANY CONFIDENTIAL. THIS PRIVATE PLACEMENT
MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL OR UNAUTHORIZED.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN EXTENDED PERIOD OF TIME.
THIS PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER ONLY TO
THOSE PERSONS TO WHOM IT IS DELIVERED BY THE COMPANY. ANY
REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS OTHER THAN TO AN OFFEREE’S ADVISORS, IS UNAUTHORIZED.
EACH OFFEREE AND THE OFFEREE’S ADVISORS, IF ANY, ARE ENCOURAGED TO
AVAIL THEMSELVES OF THE OPPORTUNITY TO REVIEW WITH COMPANY
PERSONNEL THE PROPOSED OPERATIONS OF THE COMPANY AND TO ASK
QUESTIONS OF, AND RECEIVE ANSWERS FROM, AUTHORIZED REPRESENTATIVES
OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS
OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT
POSSESSED OR OBTAINABLE WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS PRIVATE PLACEMENT MEMORANDUM.
NEITHER THE DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM AT ANY
TIME, NOR ANY SALE MADE PURSUANT HERETO, SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE SET FORTH ON THE COVER.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL BUSINESS OR TAX ADVICE.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR ATTORNEY, BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THIS PRIVATE PLACEMENT.
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THIS MEMORANDUM SUMMARIZES, AND MAKES REFERENCES TO, CERTAIN
DOCUMENTS AND MATERIALS THAT ARE IMPORTANT TO THE EXTENT THAT
ANY SUMMARY IN THIS MEMORANDUM IS DIFFERENT FROM THE UNDERLYING
DOCUMENT THAT IT DESCRIBES, INVESTORS SHOULD REFER TO THE
UNDERLYING DOCUMENT ITSELF, AS THAT IS THE GOVERNING DOCUMENT. THE
COMPANY MAY, FROM TIME TO TIME, SUPPLEMENT THE INFORMATION IN THIS
MEMORANDUM, AND IT IS IMPORTANT THAT INVESTORS CAREFULLY REVIEW
ANY SUPPLEMENTS THAT THE COMPANY SENDS TO THE EXTENT THAT THE
INFORMATION IN ANY SUPPLEMENT DIFFERS FROM THE INFORMATION IN THIS MEMORANDUM OR ANY PREVIOUS SUPPLEMENT, INVESTORS SHOULD RELY UPON THE INFORMATION IN THE MOST RECENT SUPPLEMENT.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSIONER
OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES
HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
IRS CIRCULAR 230 DISCLOSURE STATEMENT
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE UNITED
STATES INTERNAL REVENUE SERVICE (“IRS”), INVESTORS ARE INFORMED THAT
ANY U.S. FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION
(INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED,
AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING PENALTIES UNDER
THE INTERNAL REVENUE CODE OR (II) PROMOTING, MARKETING, OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTERS ADDRESSED HEREIN.
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THE LLC INTERESTS HAVE NOT BEEN APPROVED, ENDORSED OR RECOMMENDED
BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
REVIEWED THIS DOCUMENT, AND AS SUCH HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE COMPANY
INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALEAND
MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT AS PERMITTED UNDERTHE
SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS,PURSUANT TO
REGISTRATION THEREUNDER OR EXEMPTION THEREFROM.INVESTORS SHOULD BE
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AWARE THAT THEY WILL BE REQUIRED TO BEAR THEFINANCIAL RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR RESIDENTS OF ALL STATES
THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A
LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED
TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF
INVESTORS ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE
LAWFULLY MADE IN ANY GIVEN STATE, INVESTORS ARE HEREBY ADVISED TO
CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM
HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS
(COMMONLY CALLED "BLUE SKY" LAWS). THESE SECURITIES MAY ONLY BE
ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FOR CALIFORNIA RESIDENTS
THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS MEMORANDUM
HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA. THEREFORE, THE ISSUANCE OF SUCH SECURITIES OR
THE PAYMENT OF ANY PART OF THE CONSIDERATION FOR THOSE SECURITIES
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SECURITIES AND
THE SALE THEREOF ARE EXEMPT FROM THE QUALIFICATION REQUIREMENT BY
§§ 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS
OF ALL PARTIES AS DESCRIBED IN THIS MEMORANDUM ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION THEREFROM.
FOR CONNECTICUT RESIDENTS
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36b-16 OF THE
CONNECTICUT UNIFORM SECURITIES ACT AND MAY NOT BE TRANSFERRED OR
SOLD BY A PURCHASER THEREOF EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER.
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FOR FLORIDA RESIDENTS
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. EACH PROSPECTIVE INVESTOR WHO IS A
FLORIDARESIDENT SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE
FLORIDA SECURITIES AND INVESTOR PROTECTION ACT PROVIDES, IN RELEVANT
PART, AS FOLLOWS: “...WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS
STATE, ANY SALE MADE PURSUANT TO THIS SUBSECTION SHALL BE VOIDABLE
BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF
THE ISSUER OR ANY ESCROW AGENT. . .” EACH PERSON ENTITLED TO EXERCISE
THE RIGHT TO WITHDRAW GRANTED BY SECTION 517.061(11)(a)(5) AND WHO
WISHES TO EXERCISE SUCH RIGHT MUST WITHIN THREE DAYS AFTER THE
TENDER OF HIS PURCHASE PRICE TO THE COMPANY, CAUSE A WRITTEN NOTICE
OR TELEGRAM TO BE SENT TO THE COMPANY. SUCH LETTER OR TELEGRAM
MUST BE SENT AND POSTMARKED ON OR PRIOR TO THE AFOREMENTIONED
THIRD DAY. IF AN OFFEREE CHOOSES TO WITHDRAW BY LETTER, IT IS PRUDENT
TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT
IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. AN OFFEREE MAKING AN ORAL REQUEST FOR WITHDRAWAL MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED.
FOR NEW JERSEY RESIDENTS
NEW JERSEY STATE LAW PROVIDES AN EXEMPTION FROM REGISTRATION FOR
SECURITIES THAT ARE SOLD TO NO MORE THAN 35 PURCHASERS WITHIN THE
STATE WHERE EACH PURCHASER HAS BEEN PROVIDED WITH AN OFFERING
MEMORANDUM AND NO GENERAL SOLICITATION OR ADVERTISEMENT HAS
BEEN EMPLOYED IN THE OFFERING. THE SECURITIES DESCRIBED HEREIN ARE
BEING OFFERED TO RESIDENTS OF NEW JERSEY IN RELIANCE ON THE
FOREGOING EXEMPTION. ACCORDINGLY, NEITHER THE OFFICE OF THE
ATTORNEY GENERAL NOR ANY OTHER GOVERNMENTAL AGENCY OF THE STATE
OF NEW JERSEY HAS REVIEWED OR PASSED UPON THE MERITS OF THE OFFERING.
FOR NEW YORK RESIDENTS
THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE OFFICE OF THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK PRIOR TO ITS ISSUANCE. ACCORDINGLY, NEITHER THE OFFERING
MEMORANDUM NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN
ENDORSED BY THE ATTORNEY GENERAL OR ANY OTHER AGENCY OF THE STATE
OF NEW YORK. THE SECURITIES ARE BEING OFFERED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE NEW YORK STATE SECURITIES
LAWS (NY GENERAL BUSINESS LAW CH. 20, ARTICLE 23-A ET. SEQ.) THAT
EXEMPTS FROM REGISTRATION A PRIVATE OFFERING OF SECURITIES TO A LIMITED NUMBER OF ACCREDITED INVESTORS WITHIN THE STATE OF NEW YORK.
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FOR NEVADA RESIDENTS
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE NEVADA SECURITIES ACT, BY REASON OF
SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY
OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THESE SECURITIES ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY AND ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE ENTIRE PRINCIPAL AMOUNT INVESTED. THIS OFFERING IS NOT UNDERWRITTEN. THERE CAN BE NO ASSURANCE THAT ANY OR ALL OF THE SHARES BEING OFFERED WILL BE SOLD.
THIS MEMORANDUM SUPERSEDES ALL PRIOR VERSIONS, AND, IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS MEMORANDUM AND ANY PRIOR VERSION OR ANY OTHER PRESENTATIONAL MATERIALS, THIS MEMORANDUM CONTROLS.
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COMPANY SUMMARY
New World Development USA LLC , (NW) a New York LLC (the “Company”), is offering securities of common stock privately pursuant to Regulation A of the Securities Act of 1933 (hereinafter, the “Securities Act”) to “Accredited & non accredited Investors” only, as such term is defined in Rule 501 as promulgated under the Securities Act, who upon acceptance of their subscription will become holders of securities of common stock in the Company (hereinafter, the “Investors”). The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum, including any Exhibits or attachments hereto.
Company Background
New World Development USA LLC was founded 5/31/11. New World Development China is a well know very successful venture offered overseas. Our company is currently focused on three main operations. First, NW is / will be partnering, and developing properties in Targeted areas in the Brooklyn, Queens NY real-estate market. NW management team recognizes a strong trend in the movement of the Chinese community out of Manhattan’s, (NYC) China Town into targeted area’s in Brooklyn & Queens NY marketplace. Major developers have been acquiring properties in the NYC china town area over the past few years. Established businesses and associations have accepted offers for their NYC real-estate holdings and are relocating into our targeted areas. The transformation of this area to a residential / commercial “China –Town” is well underway. Mass transit programs have been approved and zoning changes are occurring. NW management involvement in the Chinese community for the past 31 years gives it a competitive advantage in recognizing both the demand and the needs of the rapidly developing community. NW management team also has earned the trust and support of many associations and individuals, in the Chinese community including its members and business leaders. These Relationships are strategic in affording NW access to property owners and business opportunities necessary in achieving NW’s goals.
New World Development USA LLC: Our mission statement: To reward investors for their trust, provide liquidity and income as a priority : SECOND; to partner with development companies, and others in achieving our goals. Utilizing the strong relationship between NW Management createsa strong foundation for NW business plan. NW will also look to partnering, joint venturing, consulting with both US and China based companies. NW management team has the skills and personnel and relationships to be of great value to business. The company, NW intends to raise additional capital as and when expansion opportunities avail themselves.
NW has created a Merchant Lending LLC. Sunlight Capital Match. NW is a majority owner of the Merchant lending operation. Currently SLCM growth strategy is focused on the Small & Medium size business operations. Merchant Lending growth has reached 100 billion dollars over the past 12 years of growth. The entrance of many large lenders and the environment for regulatory overview and a competitive environment all broad well for the growth of SLCM. SLCM management is looking to become a player in the market. SLCM has secured a facility with ample space to achieve that goal.
NW strong relationships with the Chinese business community in both the US and abroad have delivered a continuous flow of business opportunities. NW management has vast experience in both the equity and debt capital markets. In addition to the ability to guild companies into the equity markets, negotiate purchases, sales and negotiate merger and acquisitions. NW has currently recognized four opportunities and seeks capital to execute on their plan
New World Development USA LLC Compensation arrangements between NW
management team and NW investors; are based on a performance agreement in order to minimize dilution to investors there are minimal salary (” burn “) agreements between the management team and the company. Compensation is derived from performance. Investor’s capital is to be largely used for company opportunities and /or property development & acquisition. Administrative staff will be compensated according to New York State labor laws for hourly workers. NW focus is maximizing investor’s capital into projects that are currently ready for development.
Although NW management anticipates distributing profits from operations and on a project to project basis, there can be no guarantee that NW will make any distributions or that NW will be profitable!
Compensation Agreement
It is anticipated 50% percent of all profits from projects will be paid to SHAREHOLDERS as a (ROI) return on investment. Management will look to minimize taxable liability as a way to improve the ROI to shareholders. Disbursement will be at the discretion of NW management team & Board of Director’s. NW focus is to maximize return potential allowing management to build on momentum as opportunities present themselves.
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Capital Structure
25, 000,000 shares Authorized 600,000 to be outstanding
300,000 shares to investors if the offering is fully subscribed
100,000 Michael Wong or designee
100,000 Ron Moschetta or designee
10,000 Mark Centora
2000 John Depetrillo