Red Cliffs Group LLC

SEC Reg. D - Private “Offering” 25% committed

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Red Cliffs Group LLC (RCG) has issued an SEC Reg. D - Rule 506(c) Private Placement “Offering”; of which, twenty-five percent (25%) is being funded by family and friends.  The Offering follows the creation of the GTS Green Tea Smokes® (GTS) master blend and its vital production process, focus group testing, and industry research.  RCG’s team of suppliers and contractors are ready to commence production.  Fast Moving Consumer Goods (FMCG) wholesalers and retailers have expressed interests in buying GTS.  

Benefits, Focus Group Tests, Pricing, Regulations and Production:
  By design, GTS aids smokers seeking to reduce or quit tobacco, addictive nicotine vape juices and E-cigarettes, and serves as a compelling alternative for social smokers.  It provides the scientifically documented “Gratifications of Smoking,” while delivering a non-addictive boost that interrupts nicotine cravings. GTS would be able in enhanced versions to satisfy smoker's preferences than span the globe.  Equally, if not most important, green tea contains polyphenols, antioxidants and flavonoids - known to improve the immune system and blood circulation.  These and other health benefits are promoted in a broad range of green tea-based products, which are promoted in news, talk shows and social media venues.  Piggybacking on those promotions provide GTS with an undeniable, worldwide marketing advantage.  

Blind-study focus group participants expressed excitement and firm interests in buying GTS.  They were eager to tell others, and many asked if they could sell GTS.  They value green tea’s health benefits, liken its boost to nicotine draws, and appreciate GTS’ appealing taste, brand name, packaging graphics, and that it is being "Made-in-America".  Unexpectedly, long-term GTS testers, who smoked less than three – 20 stick packs, stated they began to be repulsed by their favorite tobacco products’ chemical tastes and aromas.  

An FDA certified tobacco testing lab confirmed GTS is free of tobacco and nicotine; hence, it is exempt from those regulations and surtaxes.  GTS’ scheduled pricing is nearly 20% less than tobacco cigarettes’ national average price, yet GTS distributors’ margins would be much greater.   

 GTS’ proprietary blend is assembled and processed in an ISO food-grade certified facility.  Its proprietor produces over 200 tea drinking products that are distributed in over 40 countries.  It is providing RCG with warm introductions to its international FMCG wholesalers. GTS’ vital, trade-secret production process enables use of independent contractors’ high-speed packaging equipment.  These contractors provide scalability and allow RCG to defer the capital investment associated with establishing its own production facility.  

UNITS for Purchase, Use of Proceeds and Tax Benefits:  UNITS are only available for purchase through RCG’s Reg. D – Rule 506(c) Offering.  UNITS cost $25,000; the minimum purchase is four (4) UNITS.  UNITS earn a royalty on goods sold and participate in profits and losses.  The Offering Minimum is $1.0 million; of which, not less than twenty-five percent (25%) would be funded by the Organizing Member-Managers' family and friends.  The balance of the $5.0 million Offering accelerates a broader market entry and the establishment of company-owned production facilities.  Initial UNIT purchases that fund the Offering Minimum are entitled to earn a priority return of and on investment. 

RCG would be operating as a Qualified Opportunity Zone Business; thus, qualifying UNIT purchasers could claim tax deferrals on recently earned capital gains re-invested in RCG's Offering, and a tax savings on all or a portion of capital gains earned upon sale.

Environmental Social Governance Benefits: RCG’s operations would be located in Qualified Opportunity Zones (2017 Tax Act), thus enriching disadvantaged communities in the US; plus, employees participate in profits.  Manufacturing is clean, economical, results in no water wastage and low utility demand.  GTS crops are hand-picked, allowing the plants to reproduce; moreover, the blend uses all of the picked leaves.  Growing, harvesting and processing are major employers and economic drivers in disadvantaged tea-growing countries.

For additional information contact:

     William Todd, Managing Member-Manager
      [email protected]
     (949) 680-0346 

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