BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC $25,000,000 Financing

BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC just submitted form D announcing $25,000,000 financing. BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC was able to sell $24,815,176. That is 99% of the round of financing. The total private offering amount was $25,000,000. The financing was made by 439 investors. Minimal accepted investment was $50,000. The financing document was filed on 2009-10-26. BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC is based in 680 FIFTH AVENUE 16TH FLOOR NEW YORK 10019. The firm's business is REITS and Finance. The firm's revenue range is Decline to Disclose. The form was signed by R. Kamfar.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001434424
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2007
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC
Street Address 1 Street Address 2
680 FIFTH AVENUE 16TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NY 10019 212-843-1601

3. Related Persons

Last Name First Name Middle Name
Kamfar R. Ramin
Street Address 1 Street Address 2
680 Fifth Avenue, 16th FL
City State/Province/Country ZIP/PostalCode
New York NY 10019
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
X REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2008-04-14    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
LLC Membership Units

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
David Joiner 4520591
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel, Fisher & Company Financial Services Inc 13609
Street Address 1 Street Address 2
80 Iron Point Circle Suite #118
City State/Province/Country ZIP/Postal Code
Folsom CA 95630-8593
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CA

Recipient
Recipient CRD Number    None
John Gessford 5097046
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Capwest Securities, Inc 30002
Street Address 1 Street Address 2
4 Corporate Plaza, Suite 100
City State/Province/Country ZIP/Postal Code
Newport Beach CA 92660
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CA

Recipient
Recipient CRD Number    None
Robert S. Fenton 3119214
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Centaurus Financial, Inc. 30833
Street Address 1 Street Address 2
310 N. Westlake Blvd, Suite #230
City State/Province/Country ZIP/Postal Code
Westlake Village CA 91362
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
AL
AZ
CA
IL
LA
MA
NV
NY
NC
OR
PA
TX
UT

Recipient
Recipient CRD Number    None
Kelly Clyde 4825839
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Independent Financial Group, LLC 7717
Street Address 1 Street Address 2
4630 Campus Drive, Suite 104
City State/Province/Country ZIP/Postal Code
Newport Beach CA 92660
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
AZ
CA
DC
NV
TX

Recipient
Recipient CRD Number    None
Chris Miller 4044818
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Private Asset Group 142541
Street Address 1 Street Address 2
3070 Bristol Street, Suite 500
City State/Province/Country ZIP/Postal Code
Costa Mesa CA 92626
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CA

Recipient
Recipient CRD Number    None
Tracy Turner 1385745
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Private Asset Group, Inc. 142541
Street Address 1 Street Address 2
1917 Palomar Oaks Way, Suite #150
City State/Province/Country ZIP/Postal Code
Carlsbad CA 92008
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
AZ
CA

13. Offering and Sales Amounts

Total Offering Amount $25,000,000 USD
or    Indefinite
Total Amount Sold $24,815,176 USD
Total Remaining to be Sold $184,824 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
439

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $1,737,062 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC Deborah Huet Deborah Huet VP of Finance 2009-10-26

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC Financing

DateFiling TypeOfferedSoldRemainingMin. investmentInvest. countExemption / Exlusions
2010-07-13Amended Form D$50,000,000$26,533,551$23,466,449$4,50050806 3C 3C.1[view]
2009-11-06Amended Form D$50,000,000$26,887,366$23,112,634$50,00044906[view]
2009-11-05Amended Form D$50,000,000$26,370,616$23,629,384$50,00043806[view]
Offering amount amended to $50MM pursuant to authorization as stated in Pirvate Placement Memorandum
2009-10-29Amended Form D$30,000,000$25,602,616$4,397,384$50,00042806[view]
Inital Offering amount is $25MM with the authoriy to raise offering amount to $50MM. Tentatively, the new offering amount is $30,000,000. Amount may be amended again.
2009-10-26Amended Form D$25,000,000$24,815,176$184,824$50,00043906[view]
2009-10-08Amended Form D$50,000,000$23,451,236$26,548,764$50,00041306[view]
2009-09-28Amended Form D$50,000,000$22,983,117$27,016,883$50,00040106[view]

BLUEROCK SPECIAL OPPORTUNITY INCOME FUND LLC List of Executives

James Babb III, Jerold Novacek, Jordan Ruddy, Michael Konig, Patricia Anderson, R. Kamfar, R. Kamfar, R. Kamfar, R. Kamfar, x Bluerock Real Estate, LLC