Microsoft Word – Buffalo Soldiers Project .docx


Buffalo soldiers were African American soldiers who mainly served on the Western frontier following the American Civil War. In 1866, six all-Black cavalry and infantry regiments were created after Congress passed the Army Organization Act

SouLA Collective Inc

Helping People live the Life They Thought Was Impossible

2700 West Vernon Ave
Los Angeles California 90008 323-792-4227


Buffalo Soldiers Project

Anthony Powell – Historian tp91047@yahooo.com 408-613-4308

Build out of Oz Fund & Performance Bond Deposit

INVOICE # 2277 DATE 11-15 2021

FOR FOR Business Formation Part 1 of Fund


Business Registration Reinstated
Domain Registration (Reinstated 10 years)
Website Hosting (10 years)
Website Development
Collateral Materials
Pitch Deck Financials (Per Project)
Pitch Deck (Per Project)
Legal Retainer
Social Media Campaign (Multiple Platforms)
3D Immersive Solution
Historical Archiving
Cataloging. Assets
Support Resources
7% Performance Bond for (Warehouse for Museum & Manufacturing) $140,000.00 Total $282,067.00

Make Certified Checks Payable to SouLA Collective Inc 2700 West Vernon Ave Los Angeles California 9008 Bank of America Account # 3251-5127-6112
ACH Routing Number 121000358

The SouLA Collective EIN 86-1305091
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A trust is a fiduciary relationship in which one party, known as a trustor, gives another party, the trustee, the right to hold title to property or assets for the benefit of a third party, the beneficiary. Trusts are established to provide legal protection for the trustor’s assets, to make sure those assets are distributed according to the wishes of the trustor, and to save time, reduce paperwork and, in some cases, avoid or reduce inheritance or estate taxes. In finance, a trust can also be a type of closed-end fund built as a public limited company.


  • A trust is a fiduciary relationship in which a trustor gives another party, known as the trustee, the right to hold title to property or assets for the benefit of a third party.
  • While they are generally associated with the idle rich, trusts are highly versatile instruments which can be used for a wide variety of purposes to achieve specific goals.
  • Each trust falls into six broad categories—living or testamentary, funded or unfunded, revocable or irrevocable. The most important piece of trust documentation will be the trust deed. This agreement is, essentially, what creates the trust. Outlined within the trust deed will be key pieces of information like what properties or assets will be held within the trust and who the beneficiaries are. A trust deed is not just a guideline or a suggestion: it is a contract binding all parties involved and is enforceable by law. In order to be officially considered a trust deed, your trust documentation should include all of the following information:
  • An official name for the trust
  • The name of the trustee
  • The objective of the trust
  • The country in which the trust is founded
  • The powers granted to the trustee, which might include adding beneficiaries or removing them

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Requirements for a valid trust?

A trust must follow specific criteria to be recognized by a probate court as valid.

1. Grantor must have mental capacity. They must be of sound mind to actually create a trust. This will be inferred based on the circumstances and by reading the trust agreement itself.

2. Grantor must have present intent. They must actually intend to create a trust. A family trust must be in writing to be valid, so intent is usually evidenced by a written trust agreement. Certain magic words in the trust agreement infer/prove intent, like “the property specified in this trust agreement shall be held in trust.”

3. Property must actually be transferred to the trust. Generally, you have to actually transfer property when you create a trust. It can’t be a mere expectancy of property, like an expected inheritance. It has to be property you own right now. Transfer can be literal, like physically handing over a family heirloom. Or symbolic, like writing a grant deed for a house. Or constructive, like retitling property into the trust’s name.

4. You need a trustee. A trustee is appointed to control and manage the trust. They are not acting for their own interest. They are acting for the sole benefit of the beneficiary. They owe a fiduciary duty to the beneficiary.

5. You need a beneficiary. Specifically, an “ascertainable” beneficiary. That person must exist right now, not be theoretical. Beneficiaries don’t have to be humans. They can be corporations, associations, groups/classes of people, or humans. For family/living trusts, beneficiaries are usually humans.

6. The trust purpose must be valid. That basically means any lawful purpose. Pretty much anything not illegal is OK.

Advance health care directive form

https://oag.ca.gov/sites/all/files/agweb/pdfs/consumers/ProbateCodeAdvanced HealthCareDirectiveForm-fillable.pdf

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Qualified Opportunity Fund Formation and Structuring

  • Assistance with fund structuring (e.g., REIT, Program series, Series LLCs, Pooled)
  • Assistance with complex financial modeling and projections, including analysis of IRR with Opportunity Zone benefits
  • Integration of tax credits with other tax incentives
  • Review and provide comments on various transaction documents, including private placement memorandum and Qualified Opportunity Fund organizational documents
  • Analyze yield calculations in private placement memorandums based on analysis of projections Investor Checklist

• The Fund Manager will provide a checklist for the QOF to provide its investors so they can make an investment into the QOF.

Investor Reports

• The Fund Manager will provide semi-annual reports identifying QOF performance, projections, and compliance testing results for clients and their investors.

Opportunity Zone Tax Simulator

  • The Fund Manager will provide the funds clients with a license to the Opportunity Zone Tax Simulator which allows users to test investment compliance based upon the user’s investment structure.
  • The Fund Manager will customize our Opportunity Zone Tax Simulator to match our client’s investment structure Consultation with issues related to:
    • Managing timing requirements imposed by statutes and regulations, including, episodic and programmatic capital contributions
    • Operating distributions, with consideration of potential redemption
    • Refinance/Debt financed distributions
    • Character of debt and effect on basis and potential of limitation/suspension of tax losses
    • Method of accounting for purposes of 70% and 90% asset tests
    • Exit strategies

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Analysis of carried interest

Analyze applicability of IRC § 163(j) interest expense limitation at Qualified Opportunity Fund

Qualified Opportunity Zone Business Due Diligence

Review and/or assistance with preparation of Qualified Opportunity Zone Business financial projections, including analysis of

  • Working capital/NQFP
  • 70% Qualified Opportunity Zone Business Property requirement
  • 50% gross income requirement
  • Related party issues
  • IRC § 163(j) interest expense limitation
  • Applicability of IRC § 199A
  • State and local tax (SALT) analysis Analyze and Stress Test the Assumptions Used in Projects
  • Review and comment on draft term sheets and admission documents for contemplated Qualified Opportunity Zone Business investments
  • As applicable, assistance with developing documentation required under Prop Reg § 1.1400Z2(d)-1(d)(5)(iv) for reasonable amount of working capital safe harbor
  • Cost segregation services Compliance and Asset Management
  • Assistance in development of asset management “best practices” policies and procedures
  • Perform semi-annual agreed-upon-procedures for Qualified Opportunity Fund with respect to 90% asset test
  • Perform periodic agreed-upon-procedures for Qualified Opportunity Zone Business investments with respect to Qualified Opportunity Zone Business requirements.

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Financial Statement Audits, Reviews and Compilations

  • Perform annual audits, reviews and compilations of Qualified Opportunity Fund financial statements
  • Perform annual audits, reviews and compilations of Qualified Opportunity Zone Businesses, as applicable
  • Assistance with adherence to generally accepted accounting principles (GAAP)
  • Analysis of financial accounting control system Tax Reporting and Advisory
  • Federal, state and local tax preparation
  • Tax research
  • Tax planning and tax strategy advisory services
  • Representation before the IRS and other taxing authorities File QOF formation documents with IRS. • Form 8996 is to certify that the corporation or partnership is a qualified opportunity fund (QOF).

It is used to annually report whether the QOF met the investment standard

during its tax year.

Form 8997 is used by the investor to inform the IRS of the

current tax year, as well as any capital gains deferred by investing in a

the beginning and end of the

QOF and QOF investments disposed of during the current tax year.


investments and deferred gains held at

SEC Filings

• The Fund Manager will make all required filings with the SEC depending upon the Client’s targeted investor

QOZB Advising

  • The Fund Manager will consult with QOZB accountants designated by the client and provide the accountants a compliance checklist to expedite their reporting.
  • The Fund Manager will also receive and retain quarterly updates from accountants and analyze any potential issues compliance issues that may arise.

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Impact Reporting and Valuation

  • Investment Impact analysis and reporting
  • Opportunity Fund investment valuations
  • Property appraisals
  • Business valuations
  • Market studies
  • Feasibility analysis
  • Appraisal and valuation reviews Facilitate purchase of Opportunity Zone real estate property.

• In order to invest in an Opportunity Zone, you must form an Opportunity Fund or invest in one that already exists.

The program provides three tax benefits for investing unrealized capital gains in Opportunity Zones:

  1. Temporary deferral of taxes on previously earned capital gains
  2. Basis step-up of previously earned capital gains invested
  3. Permanent exclusion of taxable income on new gains.

Source Bids from Real Estate Developers. Each bid at a minimum should include:

  • Project Scope. – Existing Conditions. …
  • Cost -Terms of Payment. …
  • Relevant Documentation. – Work Schedule. …
  • Formal Bid & Signatures. Create Construction Compliance Checklist Construction checklists detail specific information of activities and phases in your project. •

To qualify, 90% of the capital from the fund must be invested in the

Qualified Opportunity Zone.

Construction checklists can categorize items, materials, equipment, tasks,

etc. in a more meticulous manner.

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Construction checklists break down complex activities into simple

Business Development & Acquisition
A. Identify potential business ideas.


• •

will not

Provide property valuations based upon the addition of your business to the area.

ability to own personal property

actionable components

A trade or business

in which substantially all the tangible property owned or

leased by the entity is Opportunity Zone Business Property

(ii) which derives at least 50% of its gross income from the active

conduct of a trade or business.

uses a substantial portion of any intangible property in

such trade or business.

has less than 5% of its assets invested in non-qualified

financial property.

A trade or business

qualify as an Opportunity Zone Business if it is

engaged in owning or operating any private or commercial golf course,

country club, massage parlor, hot tub facility, suntan facility, racetrack or other

facility used for gambling

Any store the principal business of which is the sale of alcoholic beverages for

consumption off premises

Three factors create wealth in communities

A market-driven economy and an infrastructure that provides the

necessities of life

These factors are the

Private property rights for individuals are key because they provide a

reason for individuals to seek economic wealth.

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QOF/QOZB Dissolution

Consultation on optimal sale timing and transaction structure to maximize returns.

  1. Value Drivers. Understanding value — and particularly how it changes based on internal and macro forces — is what the fund manager uses to boost value
  2. Real Expectations. When the actual time to sell the company arises, Expectations are kept in check by the fund manager
  3. Armor Chinks. valuations expose the areas of greatest weakness, proving further insight into how improvements can be made to maximize profitability

Developing QOZB and QOF dissolution plan.

Fixing the 10-year gain elimination problem for diversified funds.

  • The statute contains a well-known glitch under which, where a taxpayer (QOF Investor) makes an eligible investment in a QOF formed as a partnership (QOF Partnership), the elimination of the QOF Investor’s gain from holding his/her qualified investment
  • (a Qualified OZ Fund Interest) after 10 years is only available if the QOZ Investor sells his/her Qualified OZ Fund Interest in the QOF Partnership.
  • By contrast, it appeared that a QOZ Investor would be deprived of the gain elimination benefit if the QOF Partnership were instead to sell its assets after the 10-year hold period and dissolve.
  • The OZ Regs 2.0 have mostly corrected this glitch by allowing a QOF Investor to elect to eliminate from his/her taxable income any capital gain from the sale of good assets by the QOF Partnership that are allocated to him/her after the applicable 10-year hold period.
  • Note that by its terms this “fix” only applies to capital gain from the sale/disposition of good assets/Qualified Opportunity Zone Property.

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  • The fix does not apply to either
  • (i) capital gain from sales of assets that are not good assets or
  • ii) ordinary income of a QOF, including “true” depreciation recapture (but not unrecaptured Section 1250 gain from the sale of depreciable real estate). Assistance facilitating QOZB or QOF asset or equity sales. • • Preparing and filing final tax returns for the QOF and investors. a qualifying investment) Sale Management
  • The Fund Manager will manage the receipt of proceeds received by the QOF from its QOZB investments.
  • The Fund Manager will also dissolve and liquidate the QOF and distribute sale proceeds out to the clients and their investors. IRS Reporting and Filing
  • The Fund Manager will prepare and file all business dissolution documents and final Federal business tax returns for the QOF.
  • The Fund Manager will prepare and file the final Form 8996 for the QOF and provide the Form 8997 information necessary for the Client and their investor

The most significant aspect of an opportunity zone investment is that after

10 years, the opportunity zone investor can elect to have their basis in their

QOF equity stepped up on the date the investment is sold or exchanged.

However, it will rarely be the case that the investor sells their QOF equity

interests directly. Instead, the most likely alternative will be for the QOF to

sell its equity interests in its QOZB or for the QOZB to sell assets and

liquidate sale proceeds to the QOF.

The Fund Manager will ensure proper deferral elections are made with respect to

the investments. (That is, only to the extent that the investment in the QOF is

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Key Point to Understand

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31-month Working Capital Safe Harbor Plan

Under that safe harbor, a QOZB’s working capital assets are treated as “reasonable in amount,” if the QOZB:

  1. Has a written plan to deploy the working capital on developing a trade or business in an OZ,
  2. Has a written schedule to do so within 31 months.
  3. Follows its written plan and schedule in a manner that is “substantially consistent.”
  4. A QOZB may benefit from multiple working capital safe harbors if it receives multiple tranches of capital.
  5. The final regulations, as updated by the April 2020 correcting amendments, give a QOZB within a working capital safe harbor flexibility in meeting the requirements of the 70% asset test
  • The final regulations include a working capital safe harbor. Under that safe harbor, a QOZB’s working capital assets are treated as “reasonable in amount,” and therefore not NQFP, if the QOZB:
  • (1) has a written plan to deploy the working capital on developing a trade or business in an OZ,
  • (2) has a written schedule to do so within 31 months, and
  • (3) follows its written plan and schedule in a manner that is “substantially consistent.” A QOZB may benefit from multiple working capital safe harbors if it receives multiple tranches of capital.
  • The final regulations, as updated by the April 2020 correcting amendments, give a QOZB within a working capital safe harbor flexibility in meeting the requirements of the 70% asset test. (https://taxnews.ey.com/news/2021-1519-irs-corrects-opportunity-zone-regulations)

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