INVESTORS MEMORANDUM

UNIVERSAL RESERVE CENTER-REAL ESTATE (URC-RE) LLC

  A Universal  reserve Organisation Corporation

___________________________________________________________

 $1,000,000,000,000

 Minimum Offering Amount: $2,000,000

$500,000 per Promissory Note (Unit)

MINIMUM PURCHASE - 1 Promissory Note

6.25% Annual Rate of Return, Paid Annually

Maturity Date: 60 months

Redemption at Maturity - $500,000 per Unit

 THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY MORE DETAILED INFORMATION THAT MAY APPEAR ELSEWHERE IN THIS PRIVATE PLACEMENT MEMORANDUM.

EACH PROSPECTIVE INVESTOR IS URGED TO READ THIS PRIVATE OFFERING MEMORANDUM IN ITS ENTIRETY.

UNIVERSAL RESERVE ORGANISATION (URC- RE) , LLC (the “Company”) was formed on February 10, 2022 as a Universal Reserve Organisation Corporation. The Company is in the business of establishing the Universal Reserve Organisation headquarters.

The Securities offered are Two Hundred (200) Notes issued by the Company at Five Hundred Thousand ($500,000) Dollars per Note, payable in cash at the time of subscription (see “Exhibit “B” for copy of Promissory Note).

The minimum purchase is one (1) Note.

The Notes have an annual rate of return of six point five (6.5%) percent simple interest, paid annually, with a maturity date of twenty-four (24) months from the Commencement Date of each Note.

The Notes offered pursuant to this Private Placement Memorandum will be "gilt-edged"secured by Universal Reserve Treasurx.

This offering  commenced on June 1, 2023, and will terminate no later than May 31, 2026, unless extended by the Company (see “TERMS OF THE OFFERING”).

The gross proceeds of the offering will be a minimum of Two Million ($2,000,000) Dollars and a maximum of One Hundred Million 

 The use of the proceeds is to include construction of Universal reserve Organisation, and to set up the activities of the entire organisation(see “USE OF PROCEEDS”).

THE COMPANY URC-RE (the “Company”) was formed as a Universal Reserve Organisation Corporation.

The Company was established to construct Universal Reserve Headquarters and set up its operations. This will be done by 

  raising capital  from private investors capital and investing in  refinancing from member subscriptions.

The Company uses funds from private investors to issue covered bonds to purchase by members which include other international organisations and governments for liquid cash.

 The investor’s funds are borrowed on a 60-month maturity, with annual interest only payments, with principal due on the maturity date of the Note, or when the subject property or project sells, whichever comes first.

Each prospective investor should carefully review the Business Plan before purchasing Notes.

TERMS OF THE OFFERING

 This Private Offering Memorandum is offering a minimum of fifty(50) And a maximum of Two Hundred (200) Notes at Five Hundred Thousand ($500,000) Dollars per Note, for a minimum of Two Million ($2,000,000) Dollars and a maximum of One Hundred Million ($100,000,000) Dollars to a select group of Investors who satisfy the Investor Suitability Requirements (see “INVESTOR SUITABILITY REQUIREMENTS”).

The Company has the authority to sell fractional Notes at its sole discretion.

The Company has set a minimum offering proceeds figure of $2,000,000 (the “minimum offering proceeds”) for this Offering.

MINIMUM OFFERING AMOUNT - HOLDING ACCOUNT

 Investors investment involves pledges made by signing the forms A B C. At least 4 (Four) Notes must be sold for a total of $2,000,000 before such proceeds will be released from the holding account and utilized by the Company. The pledges can remain at the investors account or can be transfered to a holding account.

CLOSING OF THE OFFERING

The Notes are offered and closed only when a properly completed Subscription Agreement (Exhibit A); Note (Exhibit B), and Investor Questionnaire (Exhibit C) are submitted by the investing Subscriber or his/her Investor Representatives and are received and accepted by the Company.

The Subscription Agreement as submitted by an investing Subscriber or his/her Investor Representatives shall be binding once the Company signs the Subscription Agreement, Note and the funds delivered by the potential Investor to the Company with the Subscription Agreement has been cleared by the financial institution in which they are deposited by the Company.

The Notes will be delivered to qualified Investors upon acceptance of their subscriptions. All funds collected from investing Subscribers will be deposited in a designated account under the control of the Company.

Investors subscribing to the Notes may not withdraw or  revoke their subscriptions at any time prior to acceptance by the Company, except as provided by certain state laws, or if more than thirty (30) days have passed after receipt of the Subscription Agreement by the Company without the Company accepting the Investor’s funds and delivering all applicable documents to such Investor.

The proceeds of this Offering will be used only for the purpose set forth in this Private Offering Memorandum

EXIT

                HOW TO INVEST

An Investor who meets the qualifications as set forth in this Private Offering Memorandum may subscribe for at least the minimum purchase herein of one Note (Five Hundred Thousand ($500,000) Dollars by carefully reading this entire Private Offering Memorandum and by then completing and signing the agreements set forth in the EXHIBITS section.

 This section contains identical copies of the following exhibits contained in the Private Offering Memorandum, including:

Exhibit A

 INSTRUCTIONS TO SUBSCRIBERS and SUBSCRIPTION AGREEMENT: This contains complete instructions to Subscribers and should be read in its entirety by the prospective investor prior to investing. 

 Subscription Agreement must be signed by the Investor.                                                                                                                                     

Exhibit B

PROMISSORY NOTE: This Note will be signed by INVESTOR

 Exhibit C

 INVESTOR QUESTIONNAIRE: This questionnaire requires a Subscriber to complete a financial history in order to aid the Company in the determination of the suitability of the Subscriber as a potential Investor. This questionnaire must be signed by the Investor.

Exhibit D

URC-RE Capital Investments, LLC Business Plan Copies of all the above referenced documents are included with this Private Placement Memorandum. A detailed business plan is available on request after signing the exhibits A B C

For discussion of the actions of the Company upon receipt of a properly completed request to invest by a Subscriber, please see “TERMS OF THE OFFERING.”

The investor shall transfer his proceeds into an account designated in his own name after acceptance

SUITABILITY

 INTRODUCTION

 Potential Investors should have experience in making investment decisions or such Investors should rely on their own tax consultants or other qualified investment advisors in making this investment decision.

GENERAL SUITABILITY

 Each potential Investor will be required to represent the following by execution of a Subscription Agreement:

 1. The Investor has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in this Offering.

 2. The Investor has the ability to bear the economic responsibility of this investment, has adequate means to provide for his, her or its current needs and personal contingencies, has no need for liquidity in this investment and could afford the completion of the investment.                                                                                                                                                                       3. The Investor is acquiring the Note(s) for his, her or its own account for investment purposes only and not with a view toward subdivision, resale, distribution or fractionalization thereof, or for the  account of others, and has no present intention of selling or granting any participation in, or otherwise distributing, the Note(s).

 4. The Investor’s overall commitment to invest in the Note(s) is not disproportionate to his, her or its net worth and the investment in these Note(s) will not cause such overall commitment to become excessive.

5. The Investor has read and understands this Private Placement Memorandum and all its exhibits.

NONACCREDITED INVESTORS

Up to and including thirty-five (35) investing Subscribers may be accepted by the Company as suitable Investors if each such Subscriber has a net worth sufficient TO SUBSCRIBE and meets the above “General Suitability Standards.”

ACCREDITED INVESTORS

3 In addition to satisfying the “General Standards” as defined above, all but thirty-five (35) Subscribers for Shares must each satisfy one of the “Accredited Investors” economic suitability standards as defined below:

3 Entities

 (a) which are formed for the purpose of investing in the Company, or

(b) the equity owners of which have contributed additional capital for the purpose of investing in the Company, shall be “looked through” and each equity owner must meet the definition of an accredited investor i

EXHIBIT A - SUBSCRIPTION AGREEMENT

                                                     EXHIBIT B

PROMISORY NOTE

Confidential Private Placement Memorandum • Regulation D Rule 506 • URC-RE Capital Investments, LLC

 EXHIBIT B - PROMISSORY NOTE :-

THIS NOTE HAS BEEN MADE FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION THEREOF, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

 THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED (“TRANSFER”) UNLESS IT IS SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER CONSENTS IN WRITING TO SUCH TRANSFER.

URC-RE Capital Investments, LLC, a Universal Reserve Organisation Corporation, (the “Maker”), for value received, promises to pay to the Individual and/or legal entity designated in this Note as the “HOLDER,” the principal sum in ($ ) Dollars with an annualized rate of return of six and one-half percent simple interest (6.5%). Interest shall be due and payable annually and based on the commencement date of the Note.

The entire Principal shall be due and payable to the Holder no later than sixty (60) months from the Commencement Date, unless otherwise agreed between the Maker and the HOLDER. Maker may at any time or from time to time make a voluntary prepayment, whether in full or in part, of this Note, without premium or penalty.

1. NOTES

This Note in the principal amount of Five Hundred Thousand ($500,000) Dollars per Note, or any fractional amounts, is offered for sale by the Maker, pursuant to that certain “Private Placement Memorandum” .

The Note shall be senior debt of the Maker.

2. EVENTS OF DEFAULT

A default shall be defined as one or more of the following events (“Event of Default”) occurring and continuing:

(a) The Maker shall fail to pay any interest payment on this Note when due for a period of thirty (30) days after notice of such default has been sent by the Holder to the Maker.

(b) The Maker shall dissolve or terminate the existence of the Maker.

(c) The Maker shall file a petition in bankruptcy, make an assignment for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver for all or substantially all of its property, or a petition for the appointment of a receiver shall be filed against the Maker and remain unstayed for at least ninety (90) days. Upon the occurrence of an Event of Default, the Holder of this Note may, by written notice to the Maker, declare the unpaid principal amount and all accrued interest of the Note immediately due and payable.

3. SECURITY FOR PAYMENT OF THE NOTE(S)

The Note(s) offered by the MAKER are secured. The Note(s) will be secured by Universal Reserve Organisation.

4. COMMENCEMENT DATE OF THE NOTE                                                                                                                                                      The Commencement Date of the Note shall be the “Effective Date,” as defined in that certain “Subscription Agreement” attached as Exhibit A to the Private Placement Memorandum.

 5. STATUS OF HOLDER

The Maker may treat the Holder of this Note as the absolute owner of this Note for the purpose of making payments of principal or interest and for all other purposes, and shall not be affected by any notice to the contrary, unless the Maker so consents in writing.

 6. SECURITIES ACT RESTRICTIONS

This Note has not been registered for sale under the Act. This Note may not be sold, offered for sale, pledged, assigned or otherwise disposed of, unless certain conditions are satisfied, as more fully set forth in the Subscription Agreement.

The parties hereto hereby consent and pledges to pay the stated amount to putchase the securities

SIGN AGREEMENT

EXHIBIT C

INVESTOR SUITABILITY QUESTIONAIRE

EXHIBIT C - URC-RE CAPITAL INVESTMENTS, LLC Investor Suitability Questionnaire To: Prospective purchasers of Promissory Notes (the “Notes”) offered by URC-RE Capital Investments, LLC (the “Company”).

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine whether you are an “Accredited Investor,” as defined under applicable federal and state securities laws, and otherwise meet the suitability criteria established by the Company for purchasing Notes.

This questionnaire is the binding formular that starts the purchase of the securities.

Your answers will be kept as confidential as possible. You agree, however, that this Questionnaire may be shown to such persons as the Company deems appropriate to determine your eligibility as an Accredited Investor or to ascertain your general suitability for investing in the Notes.

Please answer all questions completely and execute the consent as your  signature