Executive Summary

Oasis Development Group LLC, founded by Kayna Duke with her background of 10+ years in the oil and gas industry, is poised to capitalize on the explosive growth in the Texas-Oklahoma entertainment corridor. Drawing from extensive experience in acquiring land, negotiating leases, and managing multi-million-dollar transactions across 20+ states—including basins like the Permian, Eagle Ford, and The Barnett Shale—Oasis Development applies the same disciplined land-play strategy to develop The Oasis at Texoma. This 50+ acre luxury RV community in Denison, Texas, will serve as premium short-term lodging for Preston Harbor's construction workforce initially, then transition into a high-end resort destination aligned with regional tourism booms from Margaritaville, Hard Rock Resort, WinStar, and Choctaw Casinos.

The project seeks $4.9 million in equity funding through 50 fractional units at $98,000 each, targeting 12-18% annualized ROI over 10 years via cash distributions and a buyout/sale exit. With projected annual net income of $1.2 million post-stabilization, and land values expected to appreciate 25-40% due to $10B+ in nearby developments, this venture mirrors the cash-flowing assets built in energy—only with recurring hospitality revenue that doesn't deplete.

Key highlights:

Strategic Location: 15 minutes from 15M+ annual visitors and 1,500-2,000 construction workers needing housing through 2026+.
Phased Approach: Years 1-3 focus on workforce pads; Years 4-10 evolve to luxury amenities.
Proven Playbook: Oasis Development's track record includes entitling 450,000+ acres and closing $450M+ in O&G deals, delivering 18-28% IRRs to investors—now pivoting to non-depleting real estate.

This plan outlines our path to building a vibrant, self-sustaining RV resort that delivers consistent returns while creating a lasting legacy in North Texas hospitality.

Company Description

About Oasis Development LLC

Oasis Development LLC was established in 2025 by Kayna Duke, leveraging a decade of behind-the-scenes expertise in oil and gas operations. As the wife of a seasoned land-man, Kayna managed accounting, title work, lease negotiations, and compliance for deals spanning 20+ states. This included acquiring surface rights, entitling industrial sites, and monetizing midstream assets that generated strong investor returns. While new to hospitality, Oasis applies the same core skills: spotting undervalued land in growth corridors, securing entitlements quickly, and building cash-flow infrastructure.

Track Record Highlights:

Acquired and leased 450,000+ acres across TX, OK, LA, NM, CO, and ND, turning raw land into revenue streams.
Closed $450M+ in surface and mineral agreements, including industrial sites sold at 3-5x cost basis.
Delivered 18-28% IRRs on midstream projects (e.g., saltwater disposals, gathering systems) for private investors.
Expertise in Grayson and Bryan County permitting—the same jurisdictions for The Oasis at Texoma.

Oasis Development's flagship project, The Oasis at Texoma, transforms these land-acquisition roots into a premium RV community. Owned solely by Kayna as Managing Member, with her husband providing advisory support, the company focuses on developments that combine timing, location, and durable cash flow—much like successful O&G plays, but with evergreen tourism demand.

Legal Structure

Entity: Limited Liability Company (LLC) under Texas law.
Ownership: Joint Venture with investors holding 75% pro-rata interest (2% per unit Working Interest, 1.5% Net Revenue Interest). Oasis retains 25% Overriding Royalty Interest (ORR).
Management: Day-to-day operations by Oasis Development LLC, with proven oversight from Kayna and her associates..

Market Analysis

Industry Overview

The U.S. RV industry is booming, valued at $50B+ annually, with luxury RV parks seeing 10-15% YoY growth driven by remote work, tourism, and workforce housing needs. In the Texoma region, $10B+ in developments (Preston Harbor, Margaritaville, Hard Rock) are catalyzing 15M+ annual visitors and tripling Denison's population to 78,000+ by 2034. This creates immediate demand for 1,500-2,000 construction workers through 2026, followed by permanent tourism from casinos like Choctaw and Winstar Word Casino and Resort(9M visitors/year).

Target Market

Phase I (Years 1-3): Construction personnel and contractors from Preston Harbor—needing secure, modern RV pads with utilities.
Phase II (Years 4-10): Upscale tourists, RV owners, and seasonal residents seeking luxury amenities near lakefront entertainment.
Demographics: 35-65 years old, $100K+ household income, drawn to high-end experiences (e.g., $150-250/night pads).
Competitive Edge: Closest upscale RV community to Preston Harbor; dual-phase design ensures early income and long-term value. Land appreciation projected at 25-40% over 10 years.

Regional Impact

9,000+ new jobs from Preston Harbor.
7,500 new homes and 9.5 miles of waterfront.
Rising tourism: Over 15M visitors/year across venues.

Oasis is positioned as the "feeder market" for extended-stay guests, contractors, and luxury RV owners—directly accessing US-75/SH-120 highways.

Products and Services

The Oasis at Texoma is a gated, premium RV community on Lake Texoma's north shore.

Amenities & Standards

Gated entry and perimeter fencing.
Outdoor movie theater, stocked pond, kids' water play area, playground.
Walking trails, on-site store, vending, laundromat.
High-speed internet; background checks required.
RV Standards: 2020+ models for a premium aesthetic.

Phased Development

Phase I: Workforce Accommodations (Years 1-3)

120 full-service RV pads (50/30-amp, fiber internet, sewer/water).
Clubhouse with lounge, Wi-Fi workspace, laundry.
Convenience retail, BBQ pavilions, dog park, picnic areas.
Secure gated access and surveillance.
Contractor-only long-term lot section.
Revenue: Long-term rentals, transient stays, service fees.

Phase II: Transition to Luxury Resort (Years 4-10)

Resort-style pool and cabanas.
Fitness & wellness center, event pavilion/amphitheater.
Mini-golf, recreation park.
Premium villas and tiny-home rentals.
Café and retail marketplace.
Walking trails and landscaped gardens.
Revenue: Premium nightly rates, events, upscale add-ons.

Marketing and Sales Strategy

Positioning: "The antidote to stress" – a luxury escape in the Texoma boom, starting as workforce housing and evolving to resort status.
Channels: Targeted outreach to Preston Harbor contractors; digital marketing via RV forums, casino partnerships, and tourism boards. SEO for "Lake Texoma luxury RV park."
Pricing: $60/night average (daily/weekly/monthly blend), scaling to $150-250 in Phase II.
Sales Forecast: 70% occupancy average over 10 years, starting high in construction phase.
Partnerships: Tie-ins with Hard Rock, Margaritaville for cross-promotions.

Operational Plan

Location: Denison, TX – 15 minutes from major attractions.
Development Timeline: Break ground Q2 2026; Phase I complete by end-2026.
Management: Operated by Oasis Development LLC with on-site staff (manager, maintenance, security).
Suppliers: Local contractors for construction; utilities via Grayson County providers.
Risk Management: Insurance, background checks, phased rollout to mitigate delays.

Funding Request and Use of Proceeds

We are seeking $4.9 million in equity through a Reg D 506(b) private placement for accredited investors. Funds will be used exclusively for Phase I development, ensuring rapid cash flow from workforce housing.

Detailed Use of Proceeds

The $4.9M raise breaks down as follows, based on detailed cost estimates from local engineers and contractors:

Category Amount Percentage Description

Land Acquisition & Entitlements $1,500,000 30.6% Purchase/option on 50+ acres; permitting, zoning, surveys, and legal fees—

leveraging our O&G land expertise for quick approvals.

Site Preparation & Infrastructure $1,200,000 24.5% Grading, roads, utilities (water, sewer, electric, fiber internet); fencing and gated entry.

RV Pads & Basic Amenities $1,000,000 20.4% Construction of 120 full-service pads; clubhouse, laundry, store, and outdoor rec

areas (BBQ, dog park).

Construction Contingency & Soft Costs $600,000 12.2% Engineering, architecture, insurance, and 10% buffer for overruns.

Marketing & Pre-Opening $300,000 6.1% Website, outreach to contractors, initial staffing, and grand opening.

Working Capital & Reserves $300,000 6.1% Initial operations, maintenance reserves, and broker commissions (up to 10%).

Total$4,900,000100%

No funds allocated to salaries for Kayna all proceeds go directly into the asset. Phase II enhancements will be self-funded from operations.

Investment Structure

Units: 50 at $98,000 each (fractional ownership).
ROI: Target 12-18% annualized.
Term: 10 years, with sale/buyout at maturity.
Distributions: 75% to investors pro-rata (after ORR).

Financial Projections

Base Operating Assumptions

Occupancy: 70% average over 10 years (high in Phase I, stabilized resort).
Average Pad Rate: $60/night equivalent.
Net Operating Margin: 55% after maintenance/taxes.
Annual Net Income: ~$1.2M before distributions.

Projected Annual Cash Flow per Unit

Year Net Cash Flow to Investors (75%) Per Unit Distribution (1.5% NRI)

1 $700,000 $14,000

2 $850,000. $17,000

3 $950,000 $19,000

4 $1,000,000 $20,000

5 $1,050,000 $21,000

6 $1,100,000 $22,000

7 $1,150,000 $23,000

8 $1,200,000 $24,000

9 $1,250,000 $25,000

10 $1,300,000 $26,000

Total 10-Year Cash Flow-$211,000 per unit

Projected Buyout Proceeds (Year 10)

MetricConservative (3% Annual Growth) Moderate (5%) Aggressive (7%)

Exit Value $6.8M $8.0M $9.6M

Net Proceeds (After ORR + Fees) $4.9M $5.9M $7.1M

Per Unit Buyout Value (2% WI) $98,000 $118,000 $142,000

Total Projected Return per Unit

Category Conservative Moderate Aggressive

Cumulative Cash Distributions (10 yrs) $211,000 $211,000 $211,000

Buyout/Sale Proceeds $98,000 $118,000 $142,000

Total Return (10 yrs) $309,000 $329,000 $353,000

ROI on $98,000 Investment 215% 235% 260%

Average Annualized RO I12-15% 14-16% 16-18%

Disclaimer: Projections based on current estimates; actual results may vary. See full PPM for risks.

Appendix

Vision Statement: "To create a vibrant, self-sustaining RV and resort community that captures the energy of North Texas's fastest-growing lakefront destination—offering investors consistent returns, guests exceptional experiences, and the region a lasting legacy of hospitality."
Competitive Advantages: Timing ahead of infrastructure; closest to Preston Harbor; dual-phase income; land appreciation; managed by proven O&G experts.

The Oasis at Texoma.

A Luxury RV Community

Operating Agreement

Regulation D Rule 506(c) Exemption Disclaimer

December 24, 2025

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 4(a)(2) THEREOF AND RULE 506(c) OF REGULATION D PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).

THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO OASIS DEVELOPMENT LLC (THE “COMPANY”).

THIS PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS BEING FURNISHED ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE OF ENABLING PROSPECTIVE INVESTORS TO CONSIDER THE PURCHASE OF FRACTIONAL UNITS (THE “UNITS”) IN THE OASIS AT TEXOMA LUXURY LIFESTYLE RV COMMUNITY JOINT VENTURE (THE “PROJECT”). THE OFFERING IS LIMITED TO ACCREDITED INVESTORS AS DEFINED IN RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT. THE COMPANY WILL TAKE REASONABLE STEPS TO VERIFY THE ACCREDITED INVESTOR STATUS OF EACH PROSPECTIVE INVESTOR PRIOR TO ACCEPTING ANY SUBSCRIPTION, WHICH MAY INCLUDE REVIEWING FINANCIAL STATEMENTS, TAX RETURNS, OR THIRD-PARTY VERIFICATION SERVICES.

PURSUANT TO RULE 506(c), THE COMPANY MAY ENGAGE IN GENERAL SOLICITATION OR ADVERTISING TO PROMOTE THE OFFERING, BUT NO PURCHASE WILL BE ACCEPTED FROM ANY PERSON WHO IS NOT A VERIFIED ACCREDITED INVESTOR. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE UNITS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

THE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. INVESTORS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE UNITS FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. THERE IS NO PUBLIC MARKET FOR THE UNITS, AND NONE IS EXPECTED TO DEVELOP. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT, OR ACCOUNTING ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THEIR OWN ADVISORS AS TO LEGAL, TAX, BUSINESS, FINANCIAL, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE UNITS.

THIS MEMORANDUM CONTAINS FORWARD-LOOKING STATEMENTS AND PROJECTIONS BASED ON CURRENT EXPECTATIONS, INCLUDING ESTIMATES OF OCCUPANCY, REVENUES, AND RETURNS FOR THE PROJECT. ACTUAL RESULTS MAY DIFFER MATERIALLY DUE TO RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO MARKET CONDITIONS, CONSTRUCTION DELAYS, REGULATORY CHANGES, AND ECONOMIC FACTORS IN THE TEXOMA CORRIDOR. NO ASSURANCE IS GIVEN THAT ANY PROJECTED RESULTS WILL BE ACHIEVED.

BY ACCEPTING THIS MEMORANDUM, THE RECIPIENT AGREES TO KEEP CONFIDENTIAL THE INFORMATION CONTAINED HEREIN AND NOT TO USE SUCH INFORMATION FOR ANY PURPOSE OTHER THAN EVALUATING AN INVESTMENT IN THE UNITS.

Oasis Development LLC Kayna Duke, Manager

Intellectual Property & Confidentiality Notice

CONFIDENTIAL & PROPRIETARY INFORMATION This Private Placement Memorandum (the "Memorandum") for The Oasis at Texoma Luxury Lifestyle RV Community Joint Venture, including all text, images, financial projections, maps, designs, logos, and other content, is the exclusive intellectual property of Oasis Development LLC. All rights reserved under U.S. copyright, trademark, and trade secret laws.

NO COPYING, PRINTING, OR DISTRIBUTION ALLOWED You may not print, copy, reproduce, scan, photograph, distribute, share, or transmit any part of this Memorandum in any form—digital, physical, or otherwise—without prior written consent from Oasis Development LLC. This includes emailing, posting online, or handing off to third parties. Unauthorized use will trigger immediate legal action, including pursuit of damages, injunctions, and all available remedies.

FOR ACCREDITED INVESTOR EYES ONLY This document is provided solely for your personal review as a verified accredited investor under Rule 506(c) of Regulation D. It's not for general circulation or solicitation. Return or destroy all copies if you're not proceeding.

Oasis Development LLC, Kayna Duke, Manager December 24, 2025

IMPORTANT NOTICE: THIS IS A SPECULATIVE INVESTMENT

An investment in The Oasis at Texoma Joint Venture involves a high degree of risk and is suitable only for accredited investors who can bear the economic risk of a complete loss of their investment. No market exists for these units, and liquidity is not guaranteed. Prospective investors should carefully review this entire Private Placement Memorandum, consult their own legal, tax, and financial advisors, and consider their ability to afford a total loss before investing.

Forward-Looking Statements Disclaimer The financial projections, forecasts, and forward-looking statements contained herein (including occupancy rates, pad revenues, ROI targets, and buyout values) are based on current expectations, estimates, assumptions, and market data that involve significant risks and uncertainties. Actual results may differ materially from those expressed or implied due to factors beyond our control. These statements are not guarantees of future performance and should not be relied upon as such. No assurance is given that any projections, including the targeted 12-18% annualized ROI or 215-260% total return, will be achieved. Readers are cautioned not to place undue reliance on these statements, which speak only as of December 2025. Oasis Development LLC undertakes no obligation to update them.

Development & Construction Risks: Delays in permitting, zoning approvals, or entitlements from Grayson County or TxDOT could push timelines. Cost overruns from labor shortages, material price spikes (e.g., steel for pads or utilities), or unforeseen site issues (flooding near Lake Texoma) may require additional capital calls. Phase I workforce pads might not ramp to 70% occupancy if Preston Harbor's $6B buildout slows—targeted start 2026, but construction booms bust too.
Market & Demand Risks: Reliance on 15M annual visitors from Hard Rock, Margaritaville, WinStar, and Choctaw assumes steady tourism and workforce influx. Economic downturns, recessions, or shifts in RV travel (gas prices, remote work trends) could tank occupancy below projections. Competition from new lodging in the Texas-Oklahoma entertainment corridor might erode our premium pricing ($60/night equivalent).
Operational Risks: Post-build, management challenges like high turnover in seasonal staff, maintenance on amenities (pool, trails, theater), or low net margins (55% after taxes/reserves) could hit cash flow. Background checks and 2020+ RV standards aim for premium vibes, but tenant disputes or low collections might drag NOI below the -$121k annual estimate before overrides.
Economic & Interest Rate Risks: Rising interest rates could jack debt costs if we finance beyond equity. Inflation erodes purchasing power, and regional factors like Denison's population tripling (to 78k by 2034) hinge on Preston Harbor delivering 9k jobs—delays there mean delays here.
Regulatory & Environmental Risks: Changes in local laws, environmental regs (wetlands near the lake), or health/safety codes could force redesigns or shutdowns. No guarantees on utility hookups or high-speed internet rollout.
Liquidity & Exit Risks: This is a 10-year hold with no public market—your $98k unit is illiquid. Buyout or sale at Year 10 assumes 3-7% annual property growth to $6.8M-$9.9M value, but appraisals could come low. Developer override (25% ORR) reduces your net proceeds.
Management & Conflicts Risks: Oasis Development LLC (100% owned by Kayna Duke) has limited direct RV experience, relying on oil & gas land expertise for execution. Potential conflicts if we prioritize Phase II luxury over Phase I cash flow.
Tax & Legal Risks: Tax treatment as a JV (pass-through) assumes no changes in IRS rules. Units are securities under Reg D 506(c)—resale restricted. Bad Actor disclosure: See page 5.
Bad Actor Disclosure: Stephen Kaiser, Project Director of the Company, has non-securities related felony convictions from 1999 -2002. These events occurred more than 23 years ago and does not constitute a disqualifying “Bad Actor” event under Rule 506(d)(1) of Regulation D. Mr. Kaiser holds no ownership interest in the Company and serves solely in a consulting and project oversight capacity. The Issuer (Oasis Development Group LLC) and its Manager, Kayna Duke, have no disqualifying events.