CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Name of Offeree Copy Number
___________________________________ ___________________________________

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

BLUE GROUP, LLC

Up to ___ shares of Common Stock at $____________ per share

Minimum Offering – __________ Shares
Maximum Offering – __________ Shares
Minimum Purchase Per Investor – __________ Shares
Maximum Purchase Per Investor – __________ Shares

___________________________________

This Confidential Private Placement Memorandum ( the” Memorandum”) been prepared in
connection with an offering (the "Offering") of up to _____ shares of common Stock,
$__________ par value (the "Shares") of Blue Group, LLC (the "Company”).
The minimum offering amount is _____ ("Minimum Offering Amount"), and the maximum
offering amount is _____ ("Maximum Offering Amount"). The minimum purchase per investor is
_____ shares or $____________, and the maximum purchase per investor is _____ shares, or
$____________. Officers and directors of the company will make offers and sales of the
Shares; however, the company retains the right to utilize any broker-dealers registered with the
National Association of Securities Dealers, Inc. (“NASD”) and applicable state securities
authorities to sell all or any portion of the shares. If the Company so elects, it may pay such
broker-dealer a commission in the amount of up to ___% and a non – accountable expense
allowance of up to ___% of the proceeds they have sold. Offers and sales of the Shares will be
made only to, “Accredited investors” as ,such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Act"), which includes the
Company’s officers, directors and affiliates.

The Offering is scheduled to terminate on ____________________. The Company reserves the
right, however, to extend the term of this Offering for a period of up to 30 days. See "The
Offering." This Memorandum may not be reproduced in whole or in part without the express
prior written consent of the Company.
The date of this Confidential Private Placement Memorandum is ____________________.

THE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT’) OR THE SECURITIES LAWS OF ANY STATE, IN
RELIANCE UPON ONE OR MORE SPECIFIC EXEMPTION FROM REGISTRATION OR
QUALIFICATION REQUIREMENTS. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES
OF INVESTORS TO WHICH OFFERING WI LL BE MADE. AS A RESULT, THE SECURITIES
OFFERED ONLY TO "ACCREDITED INVESTORS" AS SUCH TERM IS DEFINED IN RULE
501 OF REGULATION D OF THE SECURITIES ACT OF 33, AS AMENDED.

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK, AND SHOULD NOT BE PURCHASES BY ANYONE WHO CANNOT
AFFORD THE LOSS OF HIS OR HER ENTIRE INESTMENT. NEITHER THE SECURITIES
AND EXCHANGE COMMISSION HAS APPROVED OR DISAPROVED OF THESE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APROVED OR DISAPROVED OF THESE SECURITIES DETERMINED IF
THIS MEMORANDUM IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANFERED OR RESOLD EXECEPT AS PERMITED UNDER
DEDERAL AND APPLICABLE STATE SECURITIES LAWS. THERE IS CURRENTLY NO
PUBLIC MARKET FOR THE SECURITIES AND INVESTORS SHOULF BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.

THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED BY
THE COMPANY TO BE RELIABLE. NO WARRANTY CAN BE MADE THAT
CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATE SUCH INFORMATION WAS
SUPPLIED. THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO
SUCCESSFULLY IMPLEMENT ANY OF ITS PLANS, OR THAT ACTUAL FUTURE PLANS
AND PERFORMANCE WILL NOT BE MATERIALLY DIFFERENT FROM THE COMPANY’S
PRESENT EXPECTATIONS.
ANY INFORMATION OR REPRESENTATIONS CONTAINED IN THE COMPANY’S
PROMOTIONAL OR MARKETING SOURCES OTHER THAN THIS MEMORANDUM MAY
NOT BE AS CURRENT OR ACCURATE AS INFORMATION OR REPRESENTATIONS
CONTAINED IN THIS MEMORANDUM, AND THEIR CONTENTS ARE EXCLUDED FORM
THIS MEMORANDUM.
THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY
THE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE
DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY
REASON OR TO ALLOT TO ANY SUBSCRIBER LESS THAN THE NUMBER OF SHARES
SUBSCRIBED FOR OR TO WAIVE CONDITIONS TO THE PURCHASE OF THE SHARES.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
MEMORANDUM AS LEGAL, INVESTMENT OR TAX ADVICE. IN MAKING AN INVESTMENT
DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY
AND THE TERMS OF OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES
OFFERED HEREBY, NOR DOES IT CONSITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURSDICTION IN WHICH
SUCH OFFER OF SOLICITATION IS NOR AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. IN ADDITION,
THE OFFERING MATERIALS CONSTITUTE AN OFFER ONLY IF A NAME AND
IDENTFICATION NUMBER APPEAR IN THE APPROPRIATE SPACES PROVIDED ON THE

COVER PAGE AND CONSTITUE AN OFFER ONLY TO THE PERSON WHOSE NAME
APPEAR IN THOSE SPACES.

EXECUTIVE SUMMARY
Blue Group, LLC, (hereinafter ‘The Business") is a limited liability corporation located at [Insert
Address, State and ZIP Code].
The Company was founded in __________ by [Insert Your Name].
It currently has a staff of ___ people , and is slated to expand further.
The Company was initially capitalized by an investment of $____________ of which a sum of
$____________ is from Blue Group, LLC. The Business’ first product was introduced to the
market in __________ and has been marketed successfully till date, till break-even point was
reached in May of __________, and a profit of $____________ is projected for the current year.
The Company is also developing innovative packages nearing beta test stage, which can be
expected to produce revenue before the end of the financing period. The Company is also
gearing up for introduction of its products into international market.

1. THE OFFERING
The Company intends to raise a minimum of $____________ and a maximum of
$____________ in this Offering to fund the continued growth of our business. The Common
Stock will be offered in a private placement offering pursuant to an exemption from registration
under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended,
under exemptions under applicable state securities laws, and in reliance upon the
representations and warranties of each of the purchasers that they are purchasing the Common
Stock for investment purposes and not with a view to any resale or distribution thereof.
The Offering is being made on an "all or none" basis until the Minimum Offering Amount of
$____________ is raised. Proceeds received prior to raising the Minimum Offering Amount will
be held in an escrow account with the Company’s bank. Upon raising the Minimum offering
Amount , these proceeds will be released for use by the Company and, thereafter , 100% of

the proceeds raised in the Offering, up to the Maximum Offering Amount of $____________,
will be immediately available for use by the Company without impound or escrow.
The proceeds from the sale of the Shares offered hereby will be approximately $____________
if all __________ Shares are sold. The net proceeds from this offering will be to expand
marketing, sales and distribution capabilities and provide working capital. The following itemizes
the intended use of proceeds:
Intended Use:
Cost: $____________
The expenditures projected in the foregoing list are estimates based on management
projections of the operating needs of the business. Although the amount set forth represent our
present intentions with respect to proposed expenditures actual total expenditures may vary
substantially, depending upon future developments such marketing decisions, sales activity and
certain other factors.
The following sets forth the actual capitalization of the company prior to the Offering and as
adjusted to reflect receipt of maximum Offering Amount proceeds from the issuance and sale of
all __________ Shares in the Offering.
The total shareholder’s equity is $____________ with a total Company capitalization of
$____________.
The following description of certain Matters relating to the securities of the Company does not
complete and is subject in all respects to applicable Texas law and to the provisions of the
company’s articles of incorporation ("Articles of Incorporation") and bylaws (the "Bylaws").
Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to
a vote of the shareholders. The holders of Common Stock do not have preemptive rights or
rights to convert their Common Stock into other securities. Holders of Common Stock are
entitled to receive, pro rata, such dividends as may be declared by our Board of Directors out of
legally available funds. Upon liquidation, dissolution or winding up of the Company, and after
payment of creditors and the liquidated preference to preferred stockholders, if any, the assets
will be divided pro-rata on a share-for-share basis among the holders of the shares of Common
Stock. All shares of Common Stock now outstanding are fully paid, validly issued and non-
assessable

The certificates representing the Shares being offered hereby will bear a legend to the effect
that the Shares represented by the certificate are not registered under the Act, or under the
securities laws of any state, and therefore cannot be transferred unless properly registered
under the Act or pursuant to an opinion of counsel satisfactory to counsel to the Company that
an exemption from the Act is available.
The following sets forth certain information, as of [Insert Date] and as adjusted to give effects to
the Offering, regarding the beneficial ownership of the Common Stock by (i) each beneficial
owner of more than ___% of the outstanding shares of Common Stock (ii) directors, and
employees of the Company as a group.
Name of Shareholder :
Number of Shares Owned :
Percentage Owned Before Offering : ___%
Percentage Owned After Minimum Raised :___%
Owned After Maximum Raised: ___%
All officers, directors, and employees as a group
Number of Shares Owned:
Percentage Owned Before Offering: ___%
Percentage Owned After Minimum Raised: ___%
Percentage Owned After Maximum Raised: ___%

The Company currently intends to retain its earnings for future growth and, therefore, do not
anticipate declaring any dividends in the foreseeable future. The Company would expect that
determinations to pay dividend on its shares would be based, primarily upon the financial
condition, results of operations regulatory and business capital requirements, any restrictions
contained in financing or other agreement binding upon the Company, and other factors that the
board of dieictor that the board of directors deems relevant.

BUSINESS PLAN
The company strategy is to : STRATEGY HAPA NI GANI
The marketing strategy is to: MARKETING STRATEGY HAPA NI GANI

MANAGEMENT
The following sets forth each director, principal director, and other control person:
Name:
Position/Title:

Directors will hold office until their successors have been elected or qualified at an annual
shareholders’ meeting, or until their death, resignation, retirement, removal, or disqualification.
Vacancies on the board will be filled by a majority vote of the remaining directors. Officers of the
Company serve at the discretion of the Board of Directors.
We may establish an informal Executive Advisory Board with appointments made by the Board
of Directors. The role of the Executive Advisory Board will be to assist our management
with general business and strategic planning. We intend to compensate Executive with any
combination of cash, common stock, or stock option
Our Articles of Incorporation and bylaws provide blanket identification for our directors and
officers to the fullest extent permissible under Texas law. The Company has entered into
indemnification agreements with members of the management team that indemnify , defend
and hold harmless these members from liability incurred in connection with their duties as
officers and directors of the Company.
We maintain insurance policies under which the directors and officers of the Company will be
insured, against certain losses arising from claims made against such directors and officers by
reason of any acts or omissions in their respective capacities as directors or officers, including
liabilities under the Securities Act.

HISTORICAL FINANCIAL INFORMATION
Any Offeree can request information and consult the Company’s accountant and financial
advisor’s regarding the financial history of the business. Upon request the Offeree will be
provided with financial statements for the business covering the previous ___ years.

RISK FACTORS
Investment in our Shares involves a high degree of risk and should be regarded as speculative.
You should consider investing in our Shares only if you can afford the loss of your entire
investment . Accordingly, you should consider carefully the following factors, in addition to the
other information concerning our company and our business contained in this Memorandum
before purchasing the Shares offered hereby. The following factors are not to be considered a
definite list of all risks associated with an investment in our Shares.
Unanticipated obstacles to execution of business plan
Our proposed plan of operation and prospects will depend largely upon our ability to
successfully establish Company’s presence in a timely fashion, retain and continue to hire
skilled management, technical, marketing and other personnel; and attract and retain significant
numbers of quality business partners and corporate clients. There can be no assurance that we
will be able to successfully implement our business plan or develop or maintain future business
relationships, or that unanticipated expenses, problems or technical difficulties which would
result in material delays in implementation will not occur.
Competition
The market is highly competitive. There are low barriers to entry, and we expect that
competition will intensify in the future. We believe that numerous factors, including rice, client
base, brand name, and general economic trends (particularly unfavorable economic conditions
adversely affecting consumer investment), will affect our ability to compete successfully. Our
competitors include many large companies that have substantially greater market presence and
financial, have the financial resources technical, marketing and other resources than we do.
There can be no assurance that we will be having financial resources, technical expertise or
marketing and support capabilities to compete result in lower revenues, which could materially
adversely affect our potential profitability.

Over Reliance on Management
We depend on our senior management to work effectively as a team , to execute our business
strategy and business plan, and to manage employees and consultants. our success will be
dependent on the personal efforts of key personnel . Any of our officers or employee can
terminate his or her employment relationship at any time and the loss of the services of such
individuals could have a material adverse effect on our business and prospects. Our senior
management team has worked together for only a very short time, and may not work well
together as a management team.
Forward Looking Statements
This Memorandum contains forward – looking statements that are based on our current
expectations, assumptions, estimates , and projections about our business, our industry, and
the industry of our clients. When used in this Memorandum, the words "expects," anticipates,"
"estimates," "intends " believes” and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from projected . The cautionary statements made in this
Memorandum should be read as being applicable to all related forward-looking statements.

ADDITIONAL INFOMATION
As a prospective investor, you and your professional advisors are invited to review any
materials available to us relating to our Company, our plan of operation , our management and
financial any, plan of condition, this Offering and any. We will afford you and your professional
advisors the opportunity to ask questions of, and receive answers from, our officers concerning
such matters and to obtain any additional information (to the extent we possess such
information and can a lire it without unreasonable expense) necessary to verify the accuracy of
any information set forth in the Memorandum. All such information and materials may be
requested from [Name and Title] at [Phone Number and/or Email].
Investment in the Shares involves significant risks and is suitable only for persons of adequate
financial means who have no need for liquidity with respect to this investment and who can bear
the economic risk of a complete loss of their investment. The Offering is made in reliance on

exemptions from the registration requirements of the Securities Act and applicable state
securities laws and regulations.
The suitability standards discussed below represent minimum suitability standards for
prospective investors. The satisfaction of such standards by a prospective investor does not
necessarily mean that the Shares are suitable investment for such prospective investor.
Prospective investors are encouraged to consult their personal financial advisors to determine
whether an investment in the Shares is appropriate. The Company may reject subscriptions, in
whole or in part , in its absolute discretion.
The Company will require each investor to represent in writing , among other things, that (i) by
reason of the investor’s business or financial experience, or thin of the investor’s professional
advisor , the investor is capable of evaluating the merits and risk.; or an investment in the
Shares and of protecting its own interests in connection with the transaction (ii) the investor is
acquiring the Shares for its own account, for investment only and not with at a view toward the
sale or distribution thereof, (iii) the investor is aware that the shares have not been registered
under the Securities Act or any state securities laws, (iv) the investor is aware of, and has
executed and delivered, the subscription agreement to be entered into in connection with the
purchase pf the Shares, v) the investor is aware of the absence of a market for Shares and vi)
unless otherwise approved by the Company, such investor meets the suitability requirements
set forth below.
Except as set forth below, each investor must represent in writing that he or she qualifies as an
"accredited investor," as such term is defined in Rule 501 (a) of Regulation D under the
securities Act, and must demonstrate the investor must fall within an investor:
(1) A natural person whose individual net worth ,or joint worth with the person’s spouse , at the
time of such person’s purchase of the Shares exceeds $____________;
(2) A natural person who had an individual income in excess of $____________ in each of the
two most recent years or joint income with that person’s spouse in excess of $____________
in each of those years and has a reasonable expectation of reaching the same income level in
the current year,
(3)A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association
or other institution as defined in Section 3(a) (5) (A) of the Securities Act, whether acting in its
individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the

Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the
Securities Act; an investment company registered under the Investment Company Act of 1940
or a business development company as defined in section 2(a) (48) of that Act; a Small
Business Investment Company licensed by the United States Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivision, for the benefit of its employees, if such plan has total assets in excess
of $____________; an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined
in Section 3(21) of that Act, which is either a bank, savings and loan association, insurance
company, or registered investment advisor, or if the employee benefit plan has total assets in
excess of $____________ or, if a self-directed plan with the investment decisions made solely
by persons that are accredited investors;
(4)A private business development company as defined in Section 202 (a) (22) of the
Investment Advisors Act of 1940;
(5)An organization described in Section 501(c) (3) of the internal Revenue Code corporation,
Massachusetts or similar business trust, or partnership, not formed for the specific purpose of
acquiring the Shares, with total assets in excess of $____________.
6) A director or executive officer of the Company;
(7)A trust, with total assets in excess of $____________, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated person as
described in Rule 506(b) (2) (ii) of Regulation D; and
(8)An entity in which all of the equity owners are accredited investors ( as defined above).
As used in this Memorandum, the ten "net worth’ means the excess of total assets over total
liabilities. In computing net worth for the purpose of (1) above , the principal residence of the
investor must be valued at co cost of improvements or at recently appraised value by an
institutional lender makings a secured loan, net of encumbrances. In determining income, an
investor should-add to the investor’s adjusted gross income any amounts attributable to tax
exempt income received , losses claimed as a limited partner in any limited partnership,
deductions claimed for depletion , contributions to IRA or other retirement plan, alimony

payments, and any amount by which income from long term capital gains has been reduced in
arriving at adjusted gross income.
Any person entity who meets the suitability standards set forth herein and who desires to pure
p Shares offered hereby shall be required to deliver all of the following to the Company prior to
such purchase: (a) Signed original copies of the Subscription Agreement. On each signature
page the subscriber must sign , print his, her or its name, address, and social security number
or tax identification number where indicated and print the number of Shares subscribed for and
the date of execution . The Subscription Agreement will be used by the Company to determine
whether the prospective purchaser is an "accredited investor," whether he or she has the
requisite knowledge and experience in financial and business matters to be capable of
evaluating the merits and risks of a purchase of the Shares, and to determine whether state
suitability requirements have been met. All questions must be answered in full. If the answer to
any question is "no" or "not applicable," please so state. The last page of the Subscription
Agreement must contain the printed name of the subscriber, the required signature and the date
of execution. (b) A check or money order equal to the total purchase price of the Shares being
purchased.
The Company reserves the right to accept or reject any subscription for Shares in whole or part
for any reason whatsoever. If a subscriber is rejected by the Company, all funds tendered for
investment will be returned to the subscriber, without interest or deduction, promptly after such
rejection, along with notice thereof.

Blue Group, LLC

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )