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V:1.220/02/09
www.quatrofinancemembers.com
Innovations in E-banking
Quatro Banking Corporation
Mission Statement
Quatro Banking Corporation which is being funded by Quatro Finance Limited
has clear defined objectives....
www.quatrofinancemembers.com
page 2
In Brief
Quatro Finance Limited is offering a venture capital
style investment opportu...
:emaN
:rebmuN tnuoccA
tnuoccA:ecnalaB
Quatro Finance Limited
Quatro Group launched in 2007 and has a unique vision where n...
page 4
The Project
With the global economic crisis, the world is looking for new secure and
safe systems to look after it’...
Balance Sheets:
E-Banking Project
Assets
Cash
March 09
2,800,000
2,500,000
November 09
23,000,000
5,000,000
November 10
31...
£450,000,000
£300,000,000
£150,000,000
£60,000,000
£15,000,000
Income Expectation
Our target is to have 250 million indivi...
Share Price Projection
Quatro Finance Limited’s share price forecast for the first 5 years is;
Project Phase Jan 09 - £0.4...
page 8
E-Money Banking –The Factors
We are all fully aware of the E-banking phenomenon that is electronic banking. Recogni...
page 9
Investment in PhysicalAssets
not just Ethernet Technology
Your investment is not just in Quatro’s E-bank facility b...
page 10
Global Network
Quatro MPN currently has over 4000 members located globally. We have a strong
presence in Sweden, N...
page 11
Offering
The investment requirement is £16-£20 million (British Pounds Sterling) to be offered in 9
fixed tranches...
page 12
Quatro
Summary
Quatro Banking Corporation is a new concept which is going to take the global E-banking industry
to...
page 13
Why
Invest
Now
The share price is
expected to go up month
on month. Subscription
places are limited. By
investing ...
page 14
OFOFFERING MEMORANDUM
Quatro Finance Limited
A member of the Quatro International Group
Limited offering by way of...
page 15
Table of Contents
Page
PRECURSOR TO SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
SUBSCRIPTION FORM
KEY OFFERING N...
page 16
PRECURSOR TO SUBSCRIPTION AGREEMENT
Dated: February 20th 2009
Quatro Finance Limited
A Seychelles Corporation Regi...
Pre-launch offering:
1st Offering
2nd Offering
3rd Offering
4th Offering
5th Offering
6th Offering
7th Offering
8th Offeri...
page 18
SUBSCRIPTION AGREEMENT
The undersigned, by signing the Signature Page attached hereto, hereby irrevocably tenders ...
6.
7.
8.
The Class B non-voting shares sub class A will be acquired by the undersigned for the personal account of the
und...
page 20
SUBSCRIPTION FORM
SIGNATURE PAGE
(All information must be completed)
Date:
Tranche subscribing for:
______________...
page21 Quatro Finance Limited. Offering Memorandum Confidential
page 22
Documents Required:
To complete this subscription, the information in this agreement PAGES 20-22 ONLYmust be deliv...
KEY OFFERING NOTES
Limited, Tranched Offering By Way of Shares in Quatro Finance Limited
Issuer:
Parent Group:
Authorised ...
page 24
Pre-launch Offering:
1st Offering
2nd Offering
3rd Offering
4th Offering
5th Offering
6th Offering
7th Offering
8t...
Risk Category:
Level within this Category:
Guarantees:
Insurance:
Special features
Lending Features:
Quatro Membership:
Fo...
page 26
SUMMARY
The following summary is qualified in its entirety by the detailed information appearing elsewhere in this...
THE COMPANY
Introduction and Overview
Quatro Finance Limited, ( the ”Company”) is a Seychelles registered corporation, inc...
page 28
Profit Objectives
The objective of the Company is to achieve constant growth in the medium and long term. Subscrib...
Where it makes money
E-banking, like any other type of bank, makes money from money. Unlike traditional banking, however, ...
page 30
INVESTOR SUITABILITY STANDARDS
This is a private offering, which is being made only by delivery of a copy of this ...
will receive the full subscription offered. The Company has no loans, mortgages, debentures or outstanding debts at the
da...
page 32
its key personnel. Loss of the services of key personnel could have a material, adverse effect on the development ...
Company’s securities. If the Company should become a public company the underwriter(s) and/or market makers will
likely re...
page 34
DESCRIPTION OF CAPITAL STOCK
The company’s authorised share capital at the date hereof, the 20th February 2009 is ...
DESCRIPTION OF THE OFFERING
The Company is hereby offering up to 50,000,000 shares of its Class B non-voting shares sub cl...
page 36
Method of Subscription
Applications for the purchase of the shares can be made by completing, signing and returnin...
TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING
The Company and the Offering
Quatro Finance Limited is the subjec...
page 38
Minimum and Maximum Subscriptions
The minimum permitted subscription under this offering is £400.00.
There is no m...
5th Offering
6th Offering
7th Offering
8th Offering
01/08/09: Closing at £2,000.000.00 or by 24/08/09
01/09/09: Closing at...
page 40
Transfer of Shares
The transfer of shares from one subscriber to another is permitted, however any such transfer m...
Notices
Subscribers may communicate with either the Company or theAdministration andTransferAgent. However for subscriptio...
page 42
ADDITIONAL INFORMATION
Lending features:
Quatro membership:
Forward Subscriptions:
The Company may advance funds o...
page 43 Quatro Finance Limited. Offering Memorandum Confidential
REDEMPTION FORM
To make a redemption request this form should be completed as fully as possible and should be forwarded di...
page 45 Quatro Finance Limited. Offering Memorandum Confidential
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Quatro Ebanking
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Transcript of "Quatro Ebanking "

  1. 1. V:1.220/02/09 www.quatrofinancemembers.com Innovations in E-banking Quatro Banking Corporation
  2. 2. Mission Statement Quatro Banking Corporation which is being funded by Quatro Finance Limited has clear defined objectives. These are: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Secure On-line payment processing To allow end user real time access to their funds To give the customers the control of their own transactions Reduced processing fees in markets such as gaming To take responsibility for all functions such as card production To offer the most competitive fees in the market To provide a regulated structure for the provision of E-accounts so customers can access their funds through various means To become the forefront of on-line payment processing To provide a complete solution for both businesses and individuals To provide a ‘no limitation’ Credit Card facility Quatro
  3. 3. www.quatrofinancemembers.com page 2 In Brief Quatro Finance Limited is offering a venture capital style investment opportunity which is suitable for private sophisticated investors looking for medium term growth in share value with bi-annual cash dividend by way of creation and operation of an E-banking system, card manufacturing and vending plant and other banking and financial systems. Medium term targets of annual growth are in excess of 20% per annum with upper targets over 3 years of 100% and 5 years of 200% projected. Quatro Finance Limited is part of the Quatro International Group.
  4. 4. :emaN :rebmuN tnuoccA tnuoccA:ecnalaB Quatro Finance Limited Quatro Group launched in 2007 and has a unique vision where networking is the key to becoming a successful entrepreneur. Quatro has a very clear and defined thinking behind it’s business. When you have a clear vision of your idea and ambition is well defined, it is time to analyse the consequences. In the starting phase, it is crucial to have a well defined goal and the means to assess and control the relativity of the idea. Most ideas have to mature and flourish until you can have a clear visualisation and can transform the idea to a successful project. page 3
  5. 5. page 4 The Project With the global economic crisis, the world is looking for new secure and safe systems to look after it’s money, whilst still addressing the issues with international trade, speed, cost and other day-to-day banking delays. The answer is to create a world E-banking system that delivers a solution to this and that does not rely on the lending of banks and finance houses. A systemwhich,whenstandingalone,canprovideanyindividualorbusiness the services it requires without putting the customer’s money at risk. Whilst this venture is very innovative, we have taken steps to minimise risk and create the opportunity to flourish during the ‘credit crunch’ by becoming a banking operation which is attractive not just to companies but to individuals. An E-bank or electronic-bank is a bank without physical presence as all banking is achieved online, thus maximising profit and reducing overhead. The growth of the E-bank worldwide will be immeasurable as this solution is for any business or individual. We are launching this investment opportunity with a goal of £16-20 million to be raised by Quatro Finance Limited. This is an opportunity for selected investors to join us in this venture as an initial shareholder, who will benefit from the growth of the venture reflected in the projected share price increase. Our vision has been to incorporate a number of existing models and to add substantial improvements. The amalgamation of our forward thinking and technology has created a low risk high profit banking facility projection. We have selected to amalgamate acquiring funds, secure payments, E-money and SMS technology to create a ‘super’ E-banking facility which has not previously been available. We have based our design on stringent market analysis, the majority of which has been through our own findings and research but we have also reacted to enquiries and requests from companies looking for this type of facility that nobody currently has access to. This is proven by the number of companies and individuals already on board as our customers in preparation for launch. Once the facility goes live, we are not then ‘door knocking’ for customers as we have clients and customers already lined up and ready to transact with us! Quatro E-banking is not a new venture or even a venture in planning stages. It is a venture that is already in progress and development, ready to launch at the end of 2009. We are not inviting you to invest in a concept, we are inviting you to invest into a state-of-the-art electronic banking reality.
  6. 6. Balance Sheets: E-Banking Project Assets Cash March 09 2,800,000 2,500,000 November 09 23,000,000 5,000,000 November 10 31,000,000 9,000,000 Current Share Value £0.40 per Class B non-voting Share sub class A of Quatro Finance Limited which will fund and invest into the E-banking project. Management Estimates page 5
  7. 7. £450,000,000 £300,000,000 £150,000,000 £60,000,000 £15,000,000 Income Expectation Our target is to have 250 million individual customers worldwide in 10 years. However, for the purposes of showing how profitable the E-banking project will be, we have used the following conservative targets for the first 5 Years: New Account Holders Year 1 Year 2 Year 3 Year 4 Year 5 Target – New Customers 1 million 3 million 6 million 10 million 10 million Total Customers 1 million 4 million 10 million 20 million 30 million If our target income per account per month was £1.25 Year 1 Year 2 Year 3 Year 4 Year 5 Monthly Income £1,250,000 £5,000,000 £12,500,000 £25,000,000 £37,500,000 Annual Income £15,000,000 £60,000,000 £150,000,000 £300,000,000 £450,000,000 page 6
  8. 8. Share Price Projection Quatro Finance Limited’s share price forecast for the first 5 years is; Project Phase Jan 09 - £0.40 Project Phase Nov 09 - £0.55 per share per share Launch of E-banking System through Quatro Banking Corporation Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 £0.55 £0.80 £1.20 £1.70 £2.60 per share per share per share per share per share In Comparison: If we look at similar E-banks - PayPal sold for £1.5 billion in 2002 - Money-bookers was bought for £105 million in 2008 - Netteller showed a profit after tax of £102 million in 2006 Paypal revenues for Q3 in 2008 were $597 million, up 27% year on year. Paypal accounts contain over $3 billion in stored value that is spent every 2 weeks. On a conservative business model, providing our business objectives are met, it is reasonable to forecast an exit strategy of £250 million in the shorter term and £750-£900 million in the longer term, say, 5 years or more. www.quatrofinancemembers.com page 7
  9. 9. page 8 E-Money Banking –The Factors We are all fully aware of the E-banking phenomenon that is electronic banking. Recognised names in this E-financial market are the likes of PayPal, Moneybookers and Neteller. The common factor for this type of business is an easy to use and secure portal for merchants and customers to transact funds. However, there are major factors in these models which do not offer the complete package. This is where Quatro E-banking sees the niche. TheE-banking model wehavecreatedisattheforefrontofsecure technology,bringing insecurity measures which combine mobile technology, acquiring technology, vending technology, 4 level security technology, card technology and payment technology in order to eliminate flaws in the currently offered systems which include fraudulent usage and lengthy time delays. The project is made up of a number of factors which include; • • • • • • • • • • E-wallet Secure Payment Cards Secure Transaction Processing SMS/Mobile Secure Technology Secure Acquiring Services ‘Real-time’ Money Movement Globally Business Services Loyalty Scheme Proof of Age Systems Fully Regulated Environment
  10. 10. page 9 Investment in PhysicalAssets not just Ethernet Technology Your investment is not just in Quatro’s E-bank facility but in the full system including the processing and production, premises and facilities. This includes a state of the art card manufacturing and production centre, which has already been purchased and is currently being refitted. This large secure building located in the UK was an ex-RoyalAir Force building. The building is bomb-proof and fully secure to adhere to the strict guidelines for working with manufacturing secure cards. Thiscrucialpieceoftheprojectensuresthatweofferafullturnkeysolutiontoanycustomer keeping the costs low as all services are supported in-house keeping profits up. By investing in Quatro Finance Limited, which in turn invests and lends to Quatro’s E-banking project companies, you should benefit from the growth of those businesses because they share profits with Quatro Finance Limited thus increasing the value of your shares and investment. www.quatrofinancemembers.com Quatro Finance Limited is a company registered in the Republic of the Seychelles. All investment business is conducted by Quatro Finance Limited within its Domestic jurisdiction and regulatory structure of the Republic of the Seychelles only.
  11. 11. page 10 Global Network Quatro MPN currently has over 4000 members located globally. We have a strong presence in Sweden, Norway, Denmark and Croatia and are seeing the number of members increasing in Germany, Estonia, Russia, Lithuania, Poland, Portugal, Thailand, Mainland China, Singapore, Taiwan and Canada.
  12. 12. page 11 Offering The investment requirement is £16-£20 million (British Pounds Sterling) to be offered in 9 fixed tranches: Pre-launch offering: Unlimited offering from 20/02/09 to a maximum of 20/03/09 @ £0.40 per share, closing date and volume at management discretion. 1st Offering 01/04/09: Closing at £2,000.000.00 or by 20/04/09 2nd Offering 01/05/09: Closing at £2,000,000.00 or by 24/05/09 3rd Offering 01/06/09: Closing at £2,000.000.00 or by 22/06/09 4th Offering 01/07/09: Closing at £2,000,000.00 or by 26/07/09 5th Offering 01/08/09: Closing at £2,000.000.00 or by 24/08/09 6th Offering 01/09/09: Closing at £2,000,000.00 or by 21/09/09 7th Offering 01/10/09: Closing at £2,000.000.00 or by 25/10/09 8th Offering 01/11/09: Closing at £2,000,000.00 or by 27/11/09
  13. 13. page 12 Quatro Summary Quatro Banking Corporation is a new concept which is going to take the global E-banking industry to the next level. The niches we have identified will make Quatro the driving force behind E-banking security and E-banking transaction speed. E-banking is for everyone therefore everyone worldwide is a potential customer. We already have an extensive client list ready to transact from day one. Your investment in Quatro Finance Limited which is funding and investing in this project, buys you into the profit potential, not only of cutting edge technology, card production, processing, compliance and regulation,but a system that, based on income forecasts, will not only pay your investment back should you sell your shares but also return you substantial gains by way of dividends. We are ready to launch and want you to invest and be part of the Quatro success!
  14. 14. page 13 Why Invest Now The share price is expected to go up month on month. Subscription places are limited. By investing now you will be able to secure shares in today’s offering and future months up to November 2009 at today’s share prices! This brochure is for information only. It is NOT a prospectus or Offering Memorandum. This investment carries risk. Subscribers should read the offering memorandum and seek advice prior to making an investment. This is not a public offer to invest. Quatro Finance Limited is a company registered in the Republic of the Seychelles. All investment business is conducted by Quatro Finance Limited within its Domestic jurisdiction and regulatory structure of the Republic of the Seychelles only. www.quatrofinancemembers.com
  15. 15. page 14 OFOFFERING MEMORANDUM Quatro Finance Limited A member of the Quatro International Group Limited offering by way of shares First tranche opening date February 20th 2009 Closing date of final tranche November 27th 2009 An offering in 9 monthly tranches of £2,000,000.00 each At an opening share price for Class B non-voting shares sub class A of £0.40 each Minimum subscription £400.00 Issuer: Administration Agent: Bankers: Auditors: Managing Director: Quatro Finance Limited, Seychelles Saphrau Inc, Seychelles Barclays Bank Turner Warren Asle Frydenlund A private offering by way of shares. Not for public circulation and for sophisticated investors only as defined within this prospectus. Quatro Finance Limited. Offering Memorandum Confidential
  16. 16. page 15 Table of Contents Page PRECURSOR TO SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT SUBSCRIPTION FORM KEY OFFERING NOTES SUMMARY THE COMPANY INVESTOR SUITABILITY STANDARDS RISK FACTORS USE OF PROCEEDS DESCRIPTION OF CAPITAL STOCK MANAGEMENT PRINCIPAL SHAREHOLDERS DESCRIPTION OF OFFERING TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING ADDITIONAL INFORMATION REDEMPTION FORM EXAMPLE SHARES CERTIFICATE 17 19 21 24 27 28 31 31 34 35 35 35 36 38 43 45 47 Quatro Finance Limited. Offering Memorandum Confidential
  17. 17. page 16 PRECURSOR TO SUBSCRIPTION AGREEMENT Dated: February 20th 2009 Quatro Finance Limited A Seychelles Corporation Registration Number: 057423 50,000,000 Class B non-voting shares sub class A at opening price of: £0.40 (British Pounds) per share. Quatro Finance Limited, (the “Company”), is a private limited company based in the Seychelles and is a member of the Quatro International Group global network. The Company has been specially formed to allow Quatro Group members and other close associates to participate in the business development of the Group’s global activities by way of investment through shares. The Company provides funding to other areas of the Quatro Group to realise the Quatro Mission. By participating in the Company through holding shares, the growth and development of the Company is shared among its member participants subject to performance. The Company’s primary objective and purpose in 2009 is to raise £16-£20 Million Pounds Sterling to fund the creation and development of the Quatro International Group’s soon to launch global e-banking system which is illustrated in more detail throughout this offering. This Offering Memorandum relates to the offer and sale by the Company, solely to “sophisticated investors” for the purpose of this offering of up to 50,000,000 Class B non-voting shares sub class A of the Company at an opening value of £0.40 per share. Each prospective investor must subscribe to purchase a minimum of 1,000 shares for a minimum investment of £400.00 or if the share price changes at any future date the appropriate number of shares on that date which equals no less than £400.00. THE SECURITIES OFFERED HEREBY CARRY RISK: SIMILAR TO THAT OF VENTURE CAPITAL. THEYARE ALSO SUBJECT TO IMMEDIATE DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR INVESTMENT. (SEE “RISK FACTORS” FOR SPECIAL RISKS CONCERNING THE COMPANY). PRIOR TO THIS OFFERING THERE HAS BEEN NO PUBLIC MARKET FOR SHARES OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY SIGNIFICANT TRADING MARKET IN THESE SECURITIES WILL DEVELOP HEREAFTER, OR THAT SUCH MARKET, IF DEVELOPED, WILL CONTINUE. THE COMPANY IS NOT SUBJECT TO REGULATION OR STATUTORY AUDIT. THESE SECURITIES HAVE NOT BEENAPPROVED OR DISAPPROVED BYANY SECURITIES, STOCK EXCHANGE OR REGULATORY COMMISSION, NOR HAVE ANY OF THE FOREGOING COMMISSIONS OR AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. SALES OF THE SHARES WILL BE MADE SOLELY TO PERSONS WHO REPRESENT THAT THEY ARE “SOPHISTICATED INVESTORS” AND THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. The date of this Offering Memorandum is February 20th 2009. The Class B non-voting shares sub class A of the Company are being offered on behalf of the Company by its officers and directors, who will not be separately paid for such services. The offer will be on a “best efforts” basis with respect to all of the shares. Certain parties acting as independent contractors may receive compensation associated with advising and supporting the Company in presenting this investment opportunity. Upon request the Company will advise any prospective investor of such parties. There can be no assurance that any or all of the shares being offered will be sold. Subscriptions may not be withdrawn once made. Because this is a “best efforts only” offering, with no minimum required to be sold, the proceeds may be released to the Company upon receipt thereof, while the offering continues for the remaining unsold shares. The offering shall take place in multiple tranches which commence on February 20th 2009. The tranche dates are as follows: Quatro Finance Limited. Offering Memorandum Confidential
  18. 18. Pre-launch offering: 1st Offering 2nd Offering 3rd Offering 4th Offering 5th Offering 6th Offering 7th Offering 8th Offering Unlimited offering from 20/02/09 @ £0.40 per share, closing date and volume at management discretion. 01/04/09: Closing at £2,000.000.00 or by 20/04/09 01/05/09: Closing at £2,000,000.00 or by 24/05/09 01/06/09: Closing at £2,000.000.00 or by 22/06/09 01/07/09: Closing at £2,000,000.00 or by 26/07/09 01/08/09: Closing at £2,000.000.00 or by 24/08/09 01/09/09: Closing at £2,000,000.00 or by 21/09/09 01/10/09: Closing at £2,000.000.00 or by 25/10/09 01/11/09: Closing at £2,000,000.00 or by 27/11/09 THIS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUYANY SECURITY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY HEREOF SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE AND ACCEPTANCE OF AN OFFER TO PURCHASE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE SHARES OFFERED HEREBY. page 17 Quatro Finance Limited. Offering Memorandum Confidential
  19. 19. page 18 SUBSCRIPTION AGREEMENT The undersigned, by signing the Signature Page attached hereto, hereby irrevocably tenders this subscription and applies to purchase _______________ shares (a minimum purchase of £400.00 which is 1,000 shares (at the initial opening price of £0.40 per share or at the prevailing share price thereafter) of the Class B non-voting shares sub class A (the “Class B Shares”) of Quatro Finance Limited, a Seychelles company (the “Company”). An electronic wire transfer has been made in the amount of __________________ to the bank co-ordinates below as tender of the purchase price of the shares. The undersigned hereby acknowledges receipt of a copy of the Company’s Private Offering Memorandum (the “Offering Memorandum”), relating to the offering and describing the terms and conditions of the offer and sale of the Class B non- voting shares sub class A. The undersigned hereby represents and warrants to and covenants with the Company as follows, recognising that the Company will rely to a material degree upon such representations, warranties and covenants, each of which shall survive any acceptance of this subscription in whole or in part by the Company and the issuance and sale of any Class B non-voting shares sub class A to the undersigned. 1. 2. 3. All statements made by the prospective investor which have been or are concurrently being furnished to the Company by the undersigned continue to be and are true, accurate and complete as of the date hereof. The undersigned has been informed and is aware that an investment in the Class B non-voting shares sub class A involves a degree of risk and speculation and has carefully read and considered the Offering Memorandum in its entirety. The undersigned confirms that he or she has been advised that he or she should rely on, and that he or she has consulted and relied upon, his or her own accounting, legal and financial advisors with respect to this investment in the Class B non-voting shares sub class A. The undersigned and his or her professional advisor(s), if any, have been afforded an opportunity to meet with the officers and directors of the Company and to ask and receive answers to any questions about this offering and the proposed business and affairs of the Company and to obtain any additional information which the Company possesses or can acquire with unreasonable effort or expense that is necessary to verify the accuracy of information provided in the Offering Memorandum and have, therefore, obtained, in the judgment of the undersigned and/or his or her professional advisor(s), sufficient information to evaluate the merits and risks of investment in the Class B non-voting shares sub class A. Neither the undersigned nor his or her professional advisor(s), if any, have been furnished with any offering material or literature other than the Offering Memorandum and this Subscription Agreement, nor is the undersigned or his or her professional advisor(s), relying on any representations, statements or other information provided by the Company orally or in writing, other than as expressly set forth in the Offering Memorandum. 4. 5. The undersigned understands and acknowledges that; (i) no federal or state agency has made any finding or determination as to the fairness or suitability for investment in, nor any recommendation or endorsement of, the Company or the Class B non-voting shares sub class A (ii) the Company’s legal counsel has not independently verified the information concerning the Company included herein, all of which has been provided by the Company, nor has such counsel passed upon the accuracy or adequacy of this Offering Memorandum (iii) no independent third party, such as an investment banking firm or other expert in the valuation of businesses orsecurities, hasmadeanevaluationoftheeconomicpotentialoftheCompany(iv)theofferingpriceofthe Class B non-voting shares sub class A has been determined solely by the Company and does not necessarily bear any relationship to the Company’s results of operations, net worth, prospects or other commonly recognised criteria of valueatthistimeandshouldnotbeconsideredasindicationsofanypricesatwhichanyoftheCompany’ssecurities may trade or be valued in the future. On the basis of the review of the materials and information described above and relying solely thereon and upon the knowledge and experience of the undersigned and/or his or her professional advisor(s), in business and financial matters, the undersigned has evaluated the merits and risks of investment in the Class B non-voting shares sub classAand has determined that he or she is both willing and able to undertake the economic risk of this investment. Quatro Finance Limited. Offering Memorandum Confidential
  20. 20. 6. 7. 8. The Class B non-voting shares sub class A will be acquired by the undersigned for the personal account of the undersigned for investment and not with a view to, or for resale in connection with, any distribution thereof or of any interest therein, and no one else has any beneficial ownership or interest in the Class B non-voting shares sub class A acquired by the undersigned, nor are they to be subject to any lien or pledge. The undersigned has nopresentobligation,indebtednessorcommitmentpending,norisanycircumstanceinexistencewhichwillcompel the undersigned to secure funds by the sale, transfer or other distribution of any of the Class B non-voting shares sub class A or any interest therein. The undersigned understands and agrees that the common stock cannot be transferred or assigned without the permission of the Company and that there is and will be no public market therefore. Accordingly, it may not be possible for the undersigned readily, if at all, to liquidate this investment in the Class B non-voting shares sub class A in case of an emergency or otherwise. The undersigned has considerable net worth, can afford to bear the risks of an investment in the Class B non-voting shares sub classA, including the risk of losing the entire investment, for an indefinite period of time, and has adequate means of providing for his or her current needs and professional contingencies and has no need for liquidity in this investment. The undersigned understands and acknowledges that this is an unregulated offering of Class B non-voting shares sub class A in the Company. With such realisation, the undersigned hereby authorises the Company to act as it may see fit in reliance on such information, representations and warranties, including the placement of the following legend on the stock certificate(s) issued to the undersigned: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITHANY SECURITIES OR STOCK EXCHANGE.THESECURITIESMAYNOTBEPLEDGED,SOLDORTRANSFERREDWITHOUTTHEEXPRESSCONSENT OF THE COMPANY.” 9. 10. 11. 12. 13. The undersigned hereby indemnifies and holds harmless the Company and its respective officers, directors, shareholders, employees and agents, as the case may be, from and against any and all damages suffered and liabilities incurred by any of them (including costs of investigation and defense and attorneys’fees) arising out of any inaccuracy in the agreements, representations, covenants and warranties made by the undersigned herein. If the undersigned is purchasing the Class B non-voting shares sub class A subscribed for hereby in a fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the undersigned is so purchasing. The undersigned hereby acknowledges and agrees that the undersigned is not entitled to cancel, terminate or revokethissubscriptionoranyagreementsoftheundersignedhereunderandthatsuchsubscriptionandagreements shall survive the death or disability of the undersigned. TheundersignedunderstandsandacknowledgesthatthissubscriptionmaybeacceptedorrejectedbytheCompany atitssolediscretion. AnyamountstenderedinexcessofthetotalpayableasthepurchasepricefortheClass B non- voting shares sub class A as to which this subscription has been accepted will thereafter be delivered to the undersigned as soon as is practicable, all as described in the Offering Memorandum. The Company shall signify its rejection by returning to the undersigned this Subscription Agreement and all funds (without interest or deduction) submitted by the undersigned. If, prior to the sale of any Class B non-voting shares sub class A to the undersigned, there is a material change in the undersigned’s investment intention as expressed herein, or if there occurs any change which would make either the representations or warranties made by the undersigned herein or the information provided by the undersigned materially untrue or misleading, the undersigned agrees to immediately so notify the Company and any prior acceptance of the subscription of the undersigned shall be void at the option of the Company. IN WITNESS WHEREOF, the undersigned executes and agrees to be bound by this SubscriptionAgreement by executing the signature page attached hereto on the date therein indicated. page 19 Quatro Finance Limited. Offering Memorandum Confidential
  21. 21. page 20 SUBSCRIPTION FORM SIGNATURE PAGE (All information must be completed) Date: Tranche subscribing for: ____________________ _____________________ (If you are subscribing for shares on offer in this period please write “Current”, if you are subscribing for shares in a future period at today’s share price, please write the month you are subscribing into which can be from April 2009 through to November 2009 except where the date has already passed.) You must complete separate forms for every subscription you wish to make. Number of shares:_____________________________GBP £: _____________________________ Purchase Price (Minimum investment is GBP £400.00) ________________________________________________________________________________________ Signature(s) of Subscriber or Company Officer ________________________________________________________________________________________ Name of Signatory if signing on behalf of a Company. ________________________________________________________________________________________ Name of Subscriber (if a Corporation, then Company name) ________________________________________________________________________________________ Residence/ CompanyAddress ________________________________________________________________________________________ City, State/County, Post/Zip Code ________________________________________________________________________________________ Country Telephone: Fax: Email: _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ Quatro Membership Number (if applicable): ___________________________________________________ Subscribers Bank Details for redeemed funds and dividend payments: Bank Name: Bank Country: SWIFT CODE: IBAN (if applicable): Currency ofAccount: Account Number: Routing or Sort Code: Account Name: __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Quatro Membership No. __________________________________________________________ Quatro Finance Limited. Offering Memorandum Confidential
  22. 22. page21 Quatro Finance Limited. Offering Memorandum Confidential
  23. 23. page 22 Documents Required: To complete this subscription, the information in this agreement PAGES 20-22 ONLYmust be delivered to theAdministration and Transfer Agent or the Company by scanned copy via email, fax or original along with proof of identification of the subscriber being:    Copy of Passport of individuals or Copy of Photo Driving Licence or National Identity Card. If a Company; copy of the company incorporation certificate and a resolution signed by the Board of Directors approving this subscription along with copies of items as laid out in a) above for the directors and any shareholder holding more than 20% of the issued shares in the Company. If this subscription has been completed online, there is no requirement to submit the subscription form by hard copy but the identification will still be required. Subscribers may email scanned copies of the SubscriptionAgreement and identification to: register@quatrofinancemembers.com Or may fax them to: +(*00) 1866 634 1028 *Prefix only required if calling from inside Europe Or may mail/courier them to: BPM 45062 34 Parc d’Activite Syrdall L-5365 Munsbach Luxemburg Payment Co-ordinates: All subscribed funds should be remitted to theAdministration and TransferAgent to the following bank details: The correspondent information may not be required only the “to credit” information but some banks require these additional details. It is important that the “to credit” co-ordinates are used for the ultimate routing of the remittance. GBP Correspondent: To Credit: SWIFT: Account number: Account name: Quote Reference: Barclays Bank PLC 5 The North Colonnade Canary Wharf, London GBP Account number: 20325370633429 Account Name: Barclays Bank Seychelles Limited SWIFT: BARC GB 22 Barclays Bank Seychelles Limited Independence Avenue PO Box 167, Victoria, Mahe Seychelles BARCSCSC 7679731 Saphrau Inc QF-B “Your name” The subscriber will be notified within one business day when funds have been received. Quatro Finance Limited. Offering Memorandum Confidential
  24. 24. KEY OFFERING NOTES Limited, Tranched Offering By Way of Shares in Quatro Finance Limited Issuer: Parent Group: Authorised Shares: Executive Management: Class A Shares: Offering- Class B Shares: Initial Share Price: Valuation: Dealing: Minimum Subscription: Investor Standards: Bankers: Auditors: Administration & Transfer Agents: Offering Style: Regulation: Offer Period: Quatro Finance Limited of the Seychelles Quatro Group International Limited of the Seychelles 1,000 Class A voting Shares held by Quatro Group International Limited and 10,000,000,000 Class B non-voting Shares. Mr. Asle G Frydenlund Managing Director 54 years old Education: Electronic Engineering and Industrial Process Technology. Mr. Uno Karlsson Operational Services 55 years old Education: Electronics £1,000,000.00 of Class A voting Shares (being the entire authorised Class A voting Shares of 1,000 at £1,000.00 each) have been issued and paid for in cash, intellectual property and fixed assets said shares are held by Quatro Group International Limited. Class B non-voting shares sub class A at par value £0.0001. £0.40 per share of which £0.3999 is a share premium. Monthly (last working week of each month). Weekly (last working day of each week). £400.00 or 1,000 shares at £0.40 each. Sophisticated investors only. Barclays Bank. Turner Warren. Saphrau Inc. Private, restricted offer, non-public. Unregulated, audited. Monthly from the first day of each month to the final day of the week proceeding the final week of any month. page 23 Quatro Finance Limited. Offering Memorandum Confidential
  25. 25. page 24 Pre-launch Offering: 1st Offering 2nd Offering 3rd Offering 4th Offering 5th Offering 6th Offering 7th Offering 8th Offering First Redemption Date: Minimum Term: Redemption Method: Dividend: Redemption Dates: Dealing: Confirmed Subscription: Audit: Valuation Model: Objective: Targets: Notices: Risks: Unlimited offering from 20/02/09 @ £0.40 per share, closing date and volume at management discretion. 01/04/09: Closing at £2,000.000.00 or by 20/04/09 01/05/09: Closing at £2,000,000.00 or by 24/05/09 01/06/09: Closing at £2,000.000.00 or by 22/06/09 01/07/09: Closing at £2,000,000.00 or by 26/07/09 01/08/09: Closing at £2,000.000.00 or by 24/08/09 01/09/09: Closing at £2,000,000.00 or by 21/09/09 01/10/09: Closing at £2,000.000.00 or by 25/10/09 01/11/09: Closing at £2,000,000.00 or by 27/11/09 Not before 07/12/09 180 days or to 07/12/09 whichever is the latter. By the issuer at the issuer’s discretion within the Quatro membership or by transfer to a third party (subject to the Company’s approval). Dividend will be payable bi-annually from the 31st May 2010, then November 31st 2010 and on the same dates annually thereafter. Notice will be given within 30 days of such dates of any dividend payable and be paid within 30 days thereof. All redemptions by the Company will be effected on the last working day of each month following the minimum notification to redeem period which must be at least 45 days advance notice. Transfers to third parties or to Quatro members shall be effected on the date of transfer. All share purchases will be logged on the working day of receipt and dealt on the nearest following last working day of the week during the respective offering period. When the Administration and Transfer Agent receives the subscription form, payment and identification of a subscriber, an electronic or physical share certificate shall be issued on the last working day of the week in which the completed subscription was received. The Company is subject to a voluntary annual audit. The Company year end is November 30th. Valuationandre-valuationofsharesshallbeconductedbytheCompany’smanagement during the last week of each month, following which the revised share price for the subsequent offering shall be announced. From time to time the Company may seek independent third party interim audit reviews of its valuation models to maintain a consistent true and fair view. Such reviews may be disclosed to subscribers from time to time. Medium term growth of share value with bi-annual cash dividend, by way of creation and operation of an e-banking system, card manufacturing and vending plant and other banking and financial systems. Medium term targets of annual growth in excess of 20% per annum with upper targets over 3 years of 100% and 5 years of 200%. To the Administration and Transfer Agent or the Company by fax, email or post/courier. Telephonic notices are not valid. Part or all of subscribed funds could be lost.Quatro Finance Limited. Offering Memorandum Confidential
  26. 26. Risk Category: Level within this Category: Guarantees: Insurance: Special features Lending Features: Quatro Membership: Forward Subscriptions: Venture capital style risk. Medium risk. N/A. N/A. The Company may advance funds on a short term loan basis to subscribers against shares pledged up to the face value of the shares at the Company’s absolute discretion. Any subscriber is automatically entered as a Quatro member if not already a member. Subscribers may purchase shares in any current offering or future offering at the share price on the day of subscription. However, subscribers may only purchase shares in future dated offerings to a value not exceeding the number of shares they hold in the current offering unless the current offering is fully subscribed in which case there are no limitations. page 25 Quatro Finance Limited. Offering Memorandum Confidential
  27. 27. page 26 SUMMARY The following summary is qualified in its entirety by the detailed information appearing elsewhere in this Offering Memorandum. Quatro Finance Limited, (the “Company”), a Seychelles Corporation. The Company has been specially formed to allow Quatro Group members and other close associates to participate in the business development of the Group’s global activities by way of investment through shares. The Company provides funding to other areas of the Quatro Group to realise the Quatro Mission. By participating in the Company through holding shares, the growth and development of the Company is shared among its member participants subject to performance. The Company’s primary objective and purpose in 2009 is to raise £16-£20 Million Pounds Sterling to fund the creation and development of the Quatro International Group’s soon to launch global e-banking system which is illustrated in more detail throughout this offering. The Company is offering up to 50,000,000 Class B non-voting shares sub class A at an initial share price of £0.40 per share, of which the par value is £0.0001 and the share premium is £0.3999. However, at this date the Company does not intend to sell shares through this series of offering for a value greater than £20,000,000.00 which at £0.40 per share is 50,000,000 shares though as the share price may increase the number of shares available will reduce accordingly. The Company’s authorised share capital at the date hereof, the 20th February 2009 is 10,000,000,000 Class B non- voting Shares of £0.0001 par value each and 1,000 Class A voting Shares of £1,000.00 each. At the date hereof all the 1,000 Class A voting Shares totaling £1,000,000.00 have been issued and are held by Quatro Group International Limited of the Seychelles. Thetotalpotentialthatcanbeprocessedfromthisofferingis£20,000,000.00. Thesharesareofferedonlytosophisticated investors who meet certain suitability standards established by the Company. Each prospective investor must subscribe to purchase a minimum of 1,000 shares at the current price of £0.40 per share being a minimum investment of £400.00. As the share price increases or decreases this would result in the minimum number of shares permitted to be sold per investor to change but the minimum subscribed amount will remain at £400.00. There is no maximum subscription amount save for the limitation ceiling of the offer tranche. Subject to ongoing activities and operations, the Company records indicate, as of the date of this offering, that no Class B non-voting shares sub classAhave been sold. If all shares are sold in this offering from today’s date to the closing date of the final tranche and if the share price were not to change this would equate to a total sale of shares of 50,000,000 of the 10,000,000,000 authorised Class B non-voting Shares. Because the Quatro e-banking and associated projects are new business and because the Company is a finance company to these development stage businesses, an investment in the shares of the Company involves risks - see “RISK FACTORS”. The Company has offered shares. There have been no prior offerings of shares in the Company. Each prospective investor represents that they are a sophisticated investor and as such that they have substantial tangible net assets, that they are not relying on an early redemption of subscribed funds and that they are not dependent upon the proceeds of any sale of the subscribed shares or any dividends or profits thereof. In addition each subscriber has taken appropriate independent financial and legal advice; This investment is structured with long term growth in mind for substantial gain but by its very nature there is a risk of partial or total loss. Quatro Finance Limited. Offering Memorandum Confidential
  28. 28. THE COMPANY Introduction and Overview Quatro Finance Limited, ( the ”Company”) is a Seychelles registered corporation, incorporated on the 23rd of December 2008 under Registration number: 057423, whose registered office is Suite 9,Ansuya Estate, RevolutionAvenue, Victoria, Mahe, Seychelles and is a member of the Quatro International Group global network. The Company has been specially formed to allow Quatro Group members and other close associates to participate in the business development of the Group’s global activities by way of investment through shares. The Company provides funding to other areas of the Quatro Group to realise the Quatro Mission. By participating in the Company through holding shares, the growth and development of the Company is shared among its member participants subject to performance. The Company’s primary objective and purpose in 2009 is to raise £16-£20 Million Pounds Sterling to fund the creation and development of the Quatro International Group’s soon to launch global e-banking system which is illustrated in more detail throughout this offering. This Offering Memorandum relates to the offer and sale by the Company, solely to “sophisticated investors” for the purpose of this offering of up to 50,000,000 Class B non-voting shares sub class A of the Company at an opening value of £0.40 per share. Each prospective investor must subscribe to purchase a minimum of 1,000 shares for a minimum investment of GBP £400.00, or if the share price changes at any future date then the appropriate number of shares on that date which equals no less than GBP £400.00. THE BUSINESS Primary Function The primary purpose of Quatro Finance Limited, (the “Company”) is to raise capital by way of sale of Class B non-voting Shares to members and close associates of the Quatro Group International. BysellingsharesandraisingcapitalitisthenabletolendfundsandinvestfundsintosisterQuatrocompanies,associated companies, businesses and subsidiaries whether wholly or partly owned. Aside from discharging its own costs of operation which the Company is entitled and obliged to do, the Company will lend and invest funds subscribed into Quatro businesses in exchange for composite rewards for doing so. If the project company that the Company has invested into is successful then the investment will improve in value and this will improve the value of subscribers’ shareholdings in the Company. The Company intends to lend and invest substantially into the Quatro e-banking project. The majority of these loans and investments are anticipated to be directly to group companies in existence now or to be formed during the process. The Company will secure its loans and investments using appropriate levels of security for such commercial transactions such as share pledges, mortgage debentures, commercial loan agreements, inter-company guarantees and any other system that it deems appropriate and commercially reasonable to secure the best interest of itself and its shareholders. Loan and Investment Security The Company will ensure that its investments and loans to the Quatro Group companies are on a commercial basis and, in all cases, that the Company benefits from the growth and improvement of any of the Group businesses it lends to or invests in. No loans (except for incidental or trade items), or investments shall be on simple commercial terms of interest only but on a with profits basis, with shares basis or with bonus basis, or a combination of the same to ensure as far as is practical that an appropriate and reflective proportion of the growth and wealth created by the loans and investments is passed onto the Company. Growth in the Company by virtue of these loans and investments shall, subject to normal trading environments, be reflected in an increase in the value of the Company Class B non-voting shares with such growth being passed onto shareholders. In addition the Company will declare bi-annual dividends from 2010 onwards. page 27 Quatro Finance Limited. Offering Memorandum Confidential
  29. 29. page 28 Profit Objectives The objective of the Company is to achieve constant growth in the medium and long term. Subscribers should only invest with the Company if they intend to look for medium and long term growth (2-5 years or more). The Company seeks to make its profits by way of loans to and investments in Quatro member and associated companies as described in the “Primary Function” section. The Company seeks to achieve a minimum annual growth of 20%. However the Company’s medium term objective is to achieve 100% growth as a minimum over 3 years and 200% growth over 5 years. Such growth should be reflected in the share price and in dividends awarded to subscribers. The E-banking Business E-banking is the modern version of traditional banking. The rapid growth of the internet in the 90’s called for a new type of banking customer, one who transacts electronically as opposed to in a physical branch. Over the past 10 years, e-banking has become more popular with such systems like PayPal and Netteller. However, e-banking systems currently available in the market do not offer a complete service for all types of businesses and customers. They are restricted to niche groups or functions and do not offer a full e-banking service, so customers who use these services have to bank at traditional banks as well. The Quatro Finance e-banking system brings together key pieces of technology along with new ones to create a world first in financial technology engineering. The key technologies include: transaction processing, payment cards, mobile technology, acquiring and cross-border international transfer technology. A full banking system for the customer who is on the move, with no need to ever visit a physical branch. The fundamental aspect around E-banking is the ability to cut costs, create a secure fraud proof environment whilst giving time efficient service. This is what a modern day customer wants. The UK regulator, the Financial Services Authority (FSA), is seen world wide to be a measure of excellent money regulations (Financial Services and Markets Act 2000 and relevant Orders for e-money issuing). The Quatro E-money issuing will be built in the UK to meet the standards and requirements of the FSA. This E-money issuing authorisation will be passported across Europe, as soon as possible and then in choice countries where we wish to operate, thus creating the worldwide network. This is of course, at all times subject to such authorisation being granted. The most important aspect to a customer using the E-banking facility is the access to their funds. The E-banking company (Quatro Banking Corporation) will become licensed with MasterCard and/or Visa for the purpose of providing pay cards so that a customer’s funds can be accessed worldwide both in shops and ATMs. The E-banking system will fully process these transactions. The head office base of the e-banking facility will also become an approved certified card manufacturing and distribution centre which will allow Quatro to cost effectively issue cards. There are only a few certified centres in Europe and the value of the completed distribution centre is high. Quatro Finance Limited. Offering Memorandum Confidential
  30. 30. Where it makes money E-banking, like any other type of bank, makes money from money. Unlike traditional banking, however, the overheads of running an e-banking system are much lower as there is no cost for multiple branches and the physical presence of staff to manage those premises. E-banking is run from one central location. Because of the reduced costs in operation, this means e-banking is attractive to the end customer as their costs for banking are reduced resulting in an increased customer base. Typical income comes from: Account Management Fees Transaction Fees International Fees Interest Network Fees Payment and Deposit Fees Accrued Interest on Deposits FX Fees Depending on the type of account (individual or business) and the usage, each account should make between £1 and £15 per month. Our experience in this industry worldwide has shown that the world is ready for a new system. page 29 Quatro Finance Limited. Offering Memorandum Confidential
  31. 31. page 30 INVESTOR SUITABILITY STANDARDS This is a private offering, which is being made only by delivery of a copy of this Private Offering Memorandum (the “Offering Memorandum”). Furthermore, the offering and sales of the shares offered hereby will be made only to persons who meet certain suitability standards described below which have been adopted by the Company for the purpose of determining who will be permitted to purchase the shares. An investment in the shares should be considered to be MEDIUM RISK WITHINACATEGORY OF VENTURE CAPITAL INVESTMENT which involves certain risks (see “Risk Factors”) and is suitable only for prospective purchasers who have sufficient financial means to bear such risks, who have substantial other assets to provide for current needs and future contingencies and, therefore, have no need for immediate liquidity with respect to this investment, and who could withstand a possible total loss of this investment. Consequently, sales of shares offered hereby will be made only to prospective purchasers who are deemed “sophisticated”. The Company defines this below and it is the investors responsibility to ensure it meets this criteria. The Company cannot be held liable for accepting an investment from an investor who transpires not to meet the sophisticated categorisation: All prospective investors represent that they are a sophisticated investor and as such that they have substantial tangible net assets, that they are not relying on an early redemption of subscribed funds and that they are not dependent upon the proceeds of any sale of the subscribed shares, any dividends or profits thereof and that they have sufficient income from other means to maintain their reasonable lifestyle without relying upon any dividend income or sale proceeds from these shares. In addition each subscriber has taken appropriate independent financial and legal advice. This investment is structured with long term growth in mind for substantial gain, but by its very nature, there is a risk of partial or total loss. As used herein, the term “net worth” means the excess of the total assets at fair market value, including home and personal property, over total liabilities including mortgages and income taxes on unrealised appreciation of assets. In addition to meeting these standards pertaining to the economic ability of the proposed investor to undertake the risks inherent in the purchase of shares, each prospective investor also confirms that among other things, the investor has either (i) a pre-existing business or personal relationship with the executive officers or directors of the Company, or (ii) such knowledge and experience in financial and business matters that such investor is capable of evaluating the merits and risks of an investment in the shares of the Company and of making an informed investment decision, or has retained an attorney, accountant, or other financial or business advisor who is able on behalf of the investor to evaluate the merits and risks of such an investment and to make an informed investment decision with respect thereto. EACH PROSPECTIVE INVESTOR SHOULD REALISE THAT SATISFACTION OF THE FOREGOING MINIMUM SUITABILITY STANDARDS DOES NOT NECESSARILY DETERMINE THAT AN INVESTMENT IN THE SHARES IS APPROPRIATE FOR SUCH PERSON. Each investor agrees that the shares are being acquired for investment and not with any intention of making a distribution or resale of the shares and agrees to certain restrictions on future transferability of the shares. For these reasons, a purchaser of shares must be willing and able to bear the economic risks of such an investment for an indefinite period of time. RISK FACTORS The shares offered hereby are subject to risks inherent in development stage ventures and are speculative although there are also tangible aspects to the business. A purchase of such shares involves a considerable degree of risk. Before purchasing any shares, prospective investors should give careful consideration to the following risk factors, as well as all of the other information set forth elsewhere in this Offering Memorandum. Development Stage Company: The Company was incorporated as a Seychelles Corporation and as a group financing company for businesses within the Quatro Group that are in stages of development. The Company is subject to all the risks associated with the new and developing businesses that it lends to within the group. Any sister, subsidiary, group or associated company that borrows funds or receives investment from the Company and defaults, goes into liquidation, administration or any other form of insolvency would be likely to highly prejudice the Company. Borrowing Group Companies: The purpose of the Company is to raise capital through sale of shares and then lend and/or invest funds into its sister Quatro Group companies. If the Company or any of its borrower companies should become insolvent this may result in a total loss to shareholders. Sufficiency of Proceeds: Although this offering contemplates the sale of shares there is no assurance the Company Quatro Finance Limited. Offering Memorandum Confidential
  32. 32. will receive the full subscription offered. The Company has no loans, mortgages, debentures or outstanding debts at the date hereof, however should the Company need additional capital there is no assurance that additional funding will be available on terms favorable to the Company. Dependence on Continued Growth in use and Commercial Viability of the Internet: The Company’s future success is to a degree dependent upon continued use of the Internet. To support this segment of the Company’s business plan the Internet’s recent growth must continue, and public acceptance of e-commerce on the Internet must continue. None of these can be assured. Additionally, due to the ability of consumers to easily compare prices of similar products or services on competing web sites, gross margins for e-commerce transactions may narrow in the future and, accordingly, the Company’s revenues from e-commerce arrangements may be materially negatively impacted. Risks Associated with Brand Development: The Company believes that establishing and maintaining its brands is a crucial aspect of its efforts to continue to expand and attract customers. Promotion and enhancement of the Company’s brands will depend largely on the Company’s ability to provide consistently high-quality products and services, which cannot be assured. There is also the risk that the public sector will not develop an interest in any or all of the Quatro Group products throughout the course of time. If organisations do not perceive the Company’s products and services to be of high quality, or if the Company introduces new products and services or enters into new business ventures that are not favorably received by organisations, the Company will be unsuccessful in promoting and maintaining one or more of its brands and will risk diluting its brands as assets which may decrease the attractiveness of its products thus effecting the value of the business. Dependence on the Internet: The use of the Company’s products and services will depend to a degree upon the development by others of an infrastructure for providing Internet access and services. Because global commerce and online exchange of information on the Internet and other similar open wide area networks are new and evolving, it is difficult to predict with any certainty whether the Internet will prove to be a viable commercial marketplace in the longer term. RisksAssociated with PotentialAcquisitions and Investments: The Company may in the future pursue acquisitions of companies, technologies or assets that complement the Company’s business. There can be no assurance that the Company will be able to identify suitable acquisitions available for sale at reasonable prices, consummate any acquisition or successfully integrate any acquired business into the Company’s operations. Acquisitions may result in the potentially dilutive issuance of equity securities, the issuance of additional debt, the write-off of in-process research and development or software acquisition and development costs and the amortisation of expenses related to goodwill and other intangible assets, any of which could have a material adverse effect on the Company’s business, results of operations and financial condition. Technological Change and New Products: The market for e-banking based products and services is characterised by rapidly changing technology, evolving industry standards, customer demands, and frequent new product introductions and enhancements. The Company’s future success will depend in significant part on its ability to continually improve the performance, features and reliability of the Company’s products and services in response to both evolving demands of the marketplace and competitive product offerings, and there can be no assurance that the Company will be successful. Liability for Information Retrieved or Received: Because material may be downloaded by the online or Internet services operated or facilitated by the Company or the Internet access providers with which the Company has relationships and be subsequently distributed to others, it is possible that claims will be made against the Company on the basis of defamation, negligence, copyright or trademark infringement or other theories based on the nature and content of such materials, including claims based on the Company providing access to obscene, lascivious or indecent information. Although the Company may maintain general liability insurance, the Company’s insurance may not cover potential claims of this type, or may not be adequate to indemnify the Company for all liability that may be incurred. Any liability which is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on the Company’s business, results of operations or financial condition. Independent Market Research: The Company has not conducted any independent market survey or research study and therefore, management has no independent assurance that suitable opportunities or demand exist for the Company’s present and planned products. Uninsured Losses: Certain types of losses, policy limits, deductibles, coverage restrictions and pricing policies by insurance firms which greatly limits coverage or dictate the loss to be either uninsurable or in the opinion of management are not economically insurable. Should such an uninsurable type of disaster or other event occur and cause the destruction of business equipment, property, market or operations, the Company and shareholders could lose both its invested capital and anticipated profits. Business Dependent on Key Officers: The business of the Company is dependent upon the active participation of page 31 Quatro Finance Limited. Offering Memorandum Confidential
  33. 33. page 32 its key personnel. Loss of the services of key personnel could have a material, adverse effect on the development and opportunity for success of the Company’s business. The Company has utilised the services of independent consultants to provide essential services and as technical consultants and the Company intends to continue, as appropriate, utilising consultants where necessary. Conflicts of Interest: The Company’s directors and officers, in their individual capacities, are or may become officers, directors controlling shareholders and/or partners of other entities involved in businesses similar to those in which the Company proposes to engage or which may in the future have various transactions with the Company. Given the potential participation with such other business entities and transactions, there exists the potential for conflicts of interest including time, effort and corporate opportunity. Financial Statements: Any pro forma financial information presented has been prepared by management of the Company and has not been audited by independent chartered accountants, although the Company retains qualified chartered accountants to assist in such preparations where required. Limited Effectiveness of Copyright Protection: Content publication and distribution rights to Internet and audio and video productions are provided certain protection under the copyright laws of many countries. The Company intends to take appropriate and reasonable measures to secure and maintain protection of the property and proprietary rights to all of its properties, but no assurance can be given that others will not infringe upon the Company’s rights and the Company may not have sufficient resources to enforce or defend such rights. Should such occur, the Company may suffer significant losses of revenue and other adverse effects on the Company. Competition: Competition in the Internet and software product industries can be intense. Given this intense competition the Company has developed a unique business plan, which targets a selective and potentially high growth market associated with e-banking system creation and management, and the online payment and money transfer industries along with prepaid and debit card systems. The Company is a development stage company with limited business operations and faces intense competition from major companies, and many other established organisations with far greater financial resources. These companies compete to obtain properties, financing and market acceptance. Most of these companies have greater access to properties, talent, production and distribution facilities than the Company. Copyright Protection: Software and courseware, publication and distribution rights are granted legal protection under the copyright laws of many countries, which provide substantial civil and criminal sanctions for unauthorised duplication and exhibition. The Company’s software products and Internet services are all subject to copyright laws. The Company plans, whenever possible, to secure and maintain protection for the property rights to all of its properties under the laws of applicable jurisdictions. The Company intends to utilise the traditional safeguards employed in the industry to protect its creative properties. No assurance can be given, however, that others will not infringe upon the Company’s property rights in which event the Company may not have sufficient resources to enforce or defend its rights. Illegal copying and other forms of infringement are rampant, especially in foreign countries and on the Internet. The continued failure of regulatory agencies to enforce copyright laws could have an adverse impact on the Company. EmployeesandConsultants:TheCompanyhasbeensuccessfulinitseffortstorecruitqualifiedemployeesandanticipates sufficient qualified employees and/or consultants will be available to fulfil the future staffing needs of the Company. None of the Company’s present employees are subject to collective bargaining agreements. Dividends Paid: The Company intends to pay dividends. The payment by the Company of dividends, in either cash or stock, rest within the discretion of its Board of Directors. Investors who anticipate the need of either immediate or future income by way of dividends from their investment should refrain from the purchase of the shares offered hereby. Offering Price and Dilution: The offering price of the shares has been determined arbitrarily by the Company with no established criteria of value but based upon the initial capital raising model. Following monthly valuation of the shares, the share price shall be calculated by the management and declared based upon the management’s view of the value of a share on that date. Whilst this will not be subject to external audit, the management may seek from time to time such an audit by a third party to ensure that to the best of the managements ability a true and fair view of the share price is being declared. There is no direct relationship between the offering price and the assets, book value, shareholder’s equity or any other recognised criterion of value at the date hereof. The present shareholding of the Company is by way of Class A voting Shares and the shareholder is Quatro Group International Limited. No Class B non-voting shares sub class A which are the subject of this offering have been sold at the date hereof. The Class A voting Shares have been issued at face value GBP £1,000,000.00 to Quatro Group International Limited. No Public Market or Market Maker: There is no public market for the Company’s shares and there can be no assurance that such a market will develop. It will be difficult and maybe impossible for investors to resell the common shares offered hereby. The Company has no agreement with anyone to act as an underwriter or market maker for the Quatro Finance Limited. Offering Memorandum Confidential
  34. 34. Company’s securities. If the Company should become a public company the underwriter(s) and/or market makers will likely require the existing shareholders to be restricted from selling their shares for a defined period of time following the public offering. However, the Company anticipates that investors will be able to realise their shares in a variety of ways which is explained in the ”TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING” section within this Offering Memorandum. Regulation: No regulatory authority has reviewed the terms of this offering, including the nature and amounts of compensation, the disclosure of risks, and the fairness of the terms of the offering. All of the shares offered hereby are restricted securities and the share certificates will bear legends to that effect. Prospective investors do not necessarily have any of the protections afforded by security laws as may be provided by registered and/or qualified offerings in certain jurisdictions and must judge the adequacy of disclosures of the amounts of compensation and the fairness of the terms of this offering without the benefit of prior review by any regulatory authority. Potential Sale of Shares: The 50,000,000 shares of the Company’s Class B non-voting shares sub class A to be issued in this offering all are “restricted securities”. In other words there is no open market in existence at the date hereof to dispose of the shares. Disposal of shares at the date hereof is subject to certain conditions and methods which are laid out in the “TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING” section within this Offering Memorandum. The Board of Directors has total discretion in the issuance and the determination of rights and privileges of any shares, preferred, common, non-voting, loan or otherwise which may be issued in the future. The issuance of additional shares and the sale of such shares may adversely affect existing holders of Class B non-voting shares sub class A. Sophisticated Investor: All prospective investors represent that they are sophisticated investors and as such that they have substantial tangible net assets, that they are not relying on an early redemption of subscribed funds and that they are not dependent upon the proceeds of any sale of the subscribed shares, any dividends or profits thereof and that they have sufficient income from other means to maintain their reasonable lifestyle without relying upon any dividend income or sale proceeds from these shares. In addition each subscriber has taken appropriate independent financial and legal advice. This investment is structured with long term growth in mind for substantial gain, but, by its very nature there is a risk of partial or total loss. USE OF PROCEEDS The net proceeds of the maximum offering, GBP £20,000,000.00, will be applied over the next twelve months principally as follows. The net cash proceeds are net of fees, costs and expenditures relating to the offering. The amounts set forth are estimates only and the Company and the companies to which it provides funds shall be at liberty to utilise the subscribed funds as appropriate: Capital Equipment Land and Buildings Systems Development Operations Marketing & Sales Capital Reserves Total £4,000,000 £4,000,000 £4,000,000 £2,000,000 £2,000,000 £4,000,000 £ 20,000,000 page 33 Quatro Finance Limited. Offering Memorandum Confidential
  35. 35. page 34 DESCRIPTION OF CAPITAL STOCK The company’s authorised share capital at the date hereof, the 20th February 2009 is 10,000,000,000 Class B non- voting Shares of £0.0001 par value each and 1,000 Class A voting Shares of £1,000.00 each. In relation to the Class B non-voting Shares there is no pre-emptive, subscription, or conversion rights, redemption privileges or sinking fund provisions. The shares have equal rights on liquidation. Dividends may be paid as and when declared by the directors out of funds legally available, although dividends have not been declared or paid by the Company since inception. All of the outstanding shares are, and the shares offered hereby will be upon issuance, fully paid and non-assessable. The current shareholders of the Company, namely Quatro Group International have acquired all of the Class A voting Shares being 1,000 shares at £1,000.00 each. Accordingly, even if all of the 50,000,000 Class B non-voting shares sub class A offered hereby are sold, the Company’s Class A shareholders will control the voting of the Company. The Board of Directors has the authority to issue preferred stock and to determine the rights, preferences, privileges and restrictions, including the dividend rights, voting rights, terms of redemption (including sinking fund provisions), liquidation preferences and the number of shares constituting any series and the designation thereof, without any further vote or action by the Class A Shareholders. No shares of preferred stock have been issued and the Company has no present plans to issue any shares of preferred stock. The proposed transfer agent and registrar for the shares of the Company is Saphrau Inc at the date hereof, which is subject to change or variation at any time by the Company. The offering price of the shares being offered hereby has been determined arbitrarily by the Company. There is currently no public market for the shares of the Company, nor is there any assurance a market will develop following the offering. In determining the prices and the number of shares to be offered, the Company considered such matters as the number of shares authorised, the dilution to the new investors in this offering, the financial condition of the Company, the Company’s management, and its perceived acceptance in the market. Accordingly, the offering price should not be considered an indication of the actual value of the Company or of its securities at the date hereof. All subscriptions accepted by the Company may be used immediately. MANAGEMENT The term of office of each Director is one year subject to re-election or until a successor is appointed at the Company’s annual meeting. Each officer is appointed by the Board of Directors and serves at the discretion of the Board. The Company believes it has been successful in its efforts to recruit qualified employees and consultants. None of the Company’s present employees are subject to collective bargaining agreements. Executive Management: Mr. Asle G Frydenlund, Managing Director, aged 54 Education: Electronic Engineering and Industrial Process Technology Mr. Uno Karlsson, Operational Services, aged 55 Education: Electronics PRINCIPAL SHAREHOLDERS The following table sets forth the ownership information as of February 20th 2009 with respect to all shareholders known by the Company. Class A voting Shares 1,000 authorised. 1,000 issued to Quatro Group International Limited. Class B non-voting Shares 10,000,000,000 authorised. None issued. Quatro Finance Limited. Offering Memorandum Confidential
  36. 36. DESCRIPTION OF THE OFFERING The Company is hereby offering up to 50,000,000 shares of its Class B non-voting shares sub class A common stock at a price of £0.40 per share. Each prospective investor must subscribe to purchase a minimum of £400.00 worth of shares at the prevailing share price. The Company retains the right to determine, in its sole discretion, to whom offers of the shares will be made and the number of shares which any prospective investor will be entitled to purchase. The Company will not be obligated to obtain or accept subscriptions for all or any portion of the shares being offered hereby and reserves the right to reject any subscription in whole or in part. Tendered subscriptions must be received by 5:00 p.m. GMT on the closing date for any respective tranche being as follows: Pre-launch offering: 1st Offering 2nd Offering 3rd Offering 4th Offering 5th Offering 6th Offering 7th Offering 8th Offering Unlimited offering from 20/02/09 to a maximum of 20/03/09 @ £0.40 per share, closing date and volume at management discretion. 01/04/09: Closing at £2,000.000.00 or by 20/04/09 01/05/09: Closing at £2,000,000.00 or by 24/05/09 01/06/09: Closing at £2,000.000.00 or by 22/06/09 01/07/09: Closing at £2,000,000.00 or by 26/07/09 01/08/09: Closing at £2,000.000.00 or by 24/08/09 01/09/09: Closing at £2,000,000.00 or by 21/09/09 01/10/09: Closing at £2,000.000.00 or by 25/10/09 01/11/09: Closing at £2,000,000.00 or by 27/11/09 Unless terminated earlier or extended by the Company as described below. The Company reserves the right to terminate the offering for any reason at any time. The Company also reserves the right to extend the offering. Extension of the offering period may be made without notice and will not affect subscriptions already received. Sales of the shares being offered hereby will be made directly to prospective investors who meet the suitability standards by the executive officers and directors of the Company. The offer will be on a “best efforts” basis with respect to all of the shares. Certain parties acting as independent contractors may receive compensation associated with advising and supporting the Company in presenting this investment opportunity. There can be no assurance that any or all of the shares being offered will be sold. Subscriptions may not be withdrawn once made. Because this is a “best efforts only” offering with no minimum required to be sold, the proceeds may be released to the Company upon receipt thereof, whilst the offering continues for the remaining unsold shares. page 35 Quatro Finance Limited. Offering Memorandum Confidential
  37. 37. page 36 Method of Subscription Applications for the purchase of the shares can be made by completing, signing and returning to the Company or the Administration and TransferAgent a copy of the SubscriptionAgreement in the form attached to this Offering Memorandum, together with copies of identification, the requirements for which are laid out in the Subscription Agreement. A subscription will only be deemed to have been received when the Subscription Agreement, identification of the subscriber and the subscription funds have been received by the Company or theAdministration and TransferAgent. Subscribed funds MUST be remitted to the bank co-ordinates as listed in the SubscriptionAgreement. Upon delivery to the Company, or the Administration and Transfer Agent an executed Subscription Agreement will be irrevocable and binding upon the prospective purchaser, but the Company in its sole discretion, may accept or reject the subscription of such person in whole or in part. The Administration and Transfer Agent (Saphrau Inc at the date hereof), will notify the subscriber once the Subscription Agreement, identification and funds have been received, within one business day. Subscriptions shall be administered and share certificates issued on the last working day of each week during the entire offering period at the then prevailing share price. Subscriptions received after 11.00 a.m. on the last working day of any week shall be deemed to have been received in the following week. Subscribers may email scanned copies of the SubscriptionAgreement and identification to: register@quatrofinancemembers.com Or may fax them to: +(*00) 1866 634 1028 *Prefix only required if calling from inside Europe Or may mail/courier them to: BPM 45062 34 Parc d’Activite Syrdall L-5365 Munsbach Luxemburg Restrictions on Transfer Because the shares of the Company will be issued and sold without registration or qualification under any securities act, the transferability of the shares of the Company will be restricted. No shares of the Company may subsequently be sold, transferred or otherwise disposed of unless approved and registered by the Company. Such approval will not be unreasonably withheld. Evidence of such a transfer shall be by way of a variation certificate issued by the Company stating the former and new owner of the shares along with the consideration paid for such a transfer or sale if any. The Company is permitted to levy a charge for any such transfer of up to 1% of the sale value, the share value or consideration paid as the Company sees fit or £250.00 whichever is the greater. Quatro Finance Limited. Offering Memorandum Confidential
  38. 38. TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING The Company and the Offering Quatro Finance Limited is the subject company of this offering and is the issuer of all shares. The only shares available as the subject of this offering are 50,000,000 sub classAshares of the authorised 10,000,000,000 Class B non-voting Shares. OnlyQuatroFinanceLimitedandnoothercompany,affiliateorindividualassociatedwithorapartoftheQuatroInternational Group has any direct responsibility or obligation to any subscriber. The Company has appointed an agent “Saphrau Inc” registered in the Seychelles to act as Administration and Transfer Agent for all subscriptions received and for the issuing, cancelling, amending, transferring and recoding of all shares issued for all subscribers. Saphrau Inc is an independent company and no liability or responsibility can be attached to Saphrau Inc for the performance of any investment in the Company whatsoever. The Share Capital and Premium Each share on offer being a Class B non-voting Share in the Company has a par value of £0.0001. Therefore for every share subscribed for £0.0001 will be added to the Company’s capital and the balance value paid shall be treated as a share premium. The initial share price is £0.40 per share, and £0.0001 shall be treated as share capital fully paid and £0.3999 shall be treated by the Company as share premium. The Share Price and Pricing The initial price of a Class B non-voting share sub class A at the date of this offering is £0.40 each, but it is anticipated that this price may change over time. The price of a share will be reviewed during the final week of each calendar month by the management of the Company. If the management consider that the share price should be adjusted either upwards or downwards this will vary the price at which shares can be subsequently be acquired in the following month. Once shares have been valued or re-valued during the last week of each month, the new share price will become effective from the first working day of the next calendar month. This pricing or valuation of shares will continue month on month without any predetermined end date. This method and timing of share valuation and pricing is subject to change by the management at any time and subscribers will be duly notified within 30 days of any such change. The management may at any time elect a third party organisation to carry out this duty or to verify management’s view of the price or value of shares to maintain a true and fair view. Any such review may be made available to subscribers or potential subscribers at any time by the Company. The present share price at any time may be obtained from the Company or the Administration and Transfer Agent on standard business days during normal business hours. Dealing Thesubscription,transferorredemptionofsharesshalltakeplaceweeklyonthelastworkingdayoftheweek.Inthisrespect any subscription that may be received during the course of a week, will be notified as received within one business day to the subscriber as will any redemption or transfer request. However, such subscriptions, redemptions or transfers shall be effected on the last working day of the week. Any share certificate issued, therefore, shall be with effect from the dealing date not the day the subscription was received. The same dating policy applies also to transfers and redemptions. The first dealing date of this offering is Friday 20th February 2009. The final dealing date of this offering unless varied is November 30th. page 37 Quatro Finance Limited. Offering Memorandum Confidential
  39. 39. page 38 Minimum and Maximum Subscriptions The minimum permitted subscription under this offering is £400.00. There is no maximum except the limit of the offering as a whole. Subscribers who wish to invest more than is available in an existing offering tranche will be given the option to take shares in the next available tranche at the share price on the date of the initial subscription. Subscribers are permitted to purchase shares in any tranche at any time up to the closing date of that tranche except where such a tranche is already fully subscribed or when the subscriber does not hold at least the same number of shares being subscribed for in the current tranche. In other words, a subscriber cannot buy shares in a future tranche if he does not hold at least the same proposed number in the current tranche, except where the current tranche is closed or fully subscribed. Bankers and Auditors The Company has appointed Saphrau Inc to administer subscriptions, redemptions and transfers. All funds to be remitted for subscription at the date hereof are to be sent to Barclays Bank (Seychelles) Limited for the account of Saphrau Inc, full details of which are contained in the SubscriptionAgreement. The Company will be subjected voluntarily to an annual audit by Chartered Accountants at the Company’s designated financial year end being the 30th November 2009 and annually thereafter. The Company is at liberty if it chooses to disclose the result of this audit as it sees fit. Any such disclosure that infers either a positive or negative position is not to suggest that any risks or benefits as stated in this Offering Memorandum have changed. A strong or positive audit is not a variation of the risks associated with this investment as laid down in this offering. The auditors anticipated to conduct the annual audit of the Company areTurner Warren, CharteredAccountants, though this may vary subject to the complexity or scope of the said audit. Regulation - Unregulated The offering of the shares in the Company is unregulated. This means that no government authority supervises the issue, transfer or redemption of the shares in this offering. No review by any authority has taken place of the offering and no ongoing supervision of the offering exists. Because this is an unregulated offering of unlisted shares, this offering is private and restricted to Quatro members and to close business associates only of the Quatro Group International. No public subscriptions beyond this scope are permitted. In addition because this is an unregulated offering, all subscribers must subscribe a minimum of £400.00 and must be sophisticated investors as defined within this Offering Memorandum. Offer Period This offer begins on February 20th 2009 and ends on November 23rd 2009. The offer consists of 9 tranche dates as follows Pre-launch offering: 1st Offering 2nd Offering 3rd Offering 4th Offering Unlimited offering from 20/02/09 to a maximum of 20/03/09 @ £0.40 per share, closing date and volume at management discretion. 01/04/09: Closing at £2,000.000.00 or by 20/04/09 01/05/09: Closing at £2,000,000.00 or by 24/05/09 01/06/09: Closing at £2,000.000.00 or by 22/06/09 01/07/09: Closing at £2,000,000.00 or by 26/07/09 Quatro Finance Limited. Offering Memorandum Confidential
  40. 40. 5th Offering 6th Offering 7th Offering 8th Offering 01/08/09: Closing at £2,000.000.00 or by 24/08/09 01/09/09: Closing at £2,000,000.00 or by 21/09/09 01/10/09: Closing at £2,000.000.00 or by 25/10/09 01/11/09: Closing at £2,000,000.00 or by 27/11/09 Dealing Deadlines Subscriptions, redemption requests or transfer requests in order to be accepted within a given dealing week must be received in full by 11.00 a.m. GMTon the final working day of that week.After this time any of these activities will be deemed to have been received in the following week. Any subscription, redemptions or transfers that are received between any closing date of a current tranche and start date of a new tranche shall be deemed to have been received during the first week of the new tranche. No dealing will take place during the last week of any month pending a valuation. Minimum Subscription Term All shares subscribed for must be held for a minimum of 180 days. No shares irrespective of when purchased may be redeemed, transferred or sold prior to 7th December 2009. If the Company is willing to approve a redemption in whole or in part of shares back to the Company, 45 days notice must be given by the subscriber. The shares will be redeemed on the nearest following dealing day. This notice period is concurrent with the 180 days minimum holding rule. Redemption Redemption of shares by the Company is at the Company’s discretion. The Company may allow a direct redemption in whole or in part if the Company has sufficient cash reserve to do so or it does not effect the Company’s ability to trade effectively. The Company will not unreasonably refuse a redemption if it is able to do so. If a redemption is refused on a given date it does not mean that the Company will not re-consider the redemption request in whole or in part at a future date. The Company is at liberty to suspend pending or approved redemptions indefinitely if the Company considers itself to be unable to execute the redemption in the best interests of the business for any reason. All redemption requests are subject to the Minimum Term Subscription Rules above. Any redemption by the Company whether in whole or in part will be at the then prevailing price per share as laid down by the Company. Redemption requests must be made to the Administration and Transfer Agent by completing the redemption request form at the end of this Offering Memorandum and delivering it by the various methods outlined; by email, fax, post or courier. Telephone redemption requests are not permitted. The Company will confirm or refuse a redemption request within 21 days of it being received by the Administration and Transfer Agent. If the redemption is denied in whole or in part, a reason will be given and a future date offered absolutely (subject to the terms within this Offering Memorandum) or a future date suggested to re-apply for a redemption. Compulsory Redemption The Company reserves the right to compulsorily redeem any subscribers’ shares of any class, style or type especially the Class B non-voting shares sub class A being the subject of this offering at any time for any reason without notice to the subscriber at the then prevailing share price. However, where possible, the Company will give 30 days notice and reasoning. page 39 Quatro Finance Limited. Offering Memorandum Confidential
  41. 41. page 40 Transfer of Shares The transfer of shares from one subscriber to another is permitted, however any such transfer must be approved by the Company and theAdministration and TransferAgent. To apply for such a transfer, the subscriber should contact theAdministration and TransferAgent directly. No transfer will be unreasonably refused, subject to satisfactory due diligence on the transferee. Afee may be charged by theAdministration and TransferAgent for this service of up to 1% of the share price for the shares being transferred or £250.00 whichever is the greater Further details of share transfer rules and fees are listed elsewhere within this Offering Memorandum. Transfers do not require notice but shall be effected on the nearest dealing day following satisfaction of the requirements to make the transfer by theAdministration and TransferAgent. Taxation There are no share sales taxes or transfer duties levied by the Company or the Seychelles authorities.Any taxation liabilities incurred by a subscriber are for the subscriber’s own account. The Company shall in no way be liable for any tax liabilities accrued by a subscriber. Transfer or Sale of Shares within the Quatro Network It is the intention of the Quatro Group International to create an open internal market for members to trade their shares in the Company along with a variety of other Quatro commodities. This trading platform will allow subscribers to buy, sell, transfer and exchange shares freely amongst members at the then prevailing share prices. This form of share trading shall take effect without notice requirements and in all cases any effected share trade shall be recorded and approved on the next dealing day following the trade agreement between the respective Quatro members. This system falls outside the scope of this Offering Memorandum in terms of reliability or functionality,At the date hereof the system does not exist as shares can not be sold or redeemed until December 7th 2009. The Company has no responsibility for this system and does not guarantee its performance or its likelihood of initiation. However, as more information comes to light over the next eight months the Company may make further statements as to its suitability and any guarantees or undertakings that the Company is prepared to give. Dividend The Company will not be paying any dividend to Class B non-voting Share holders in 2009. The first dividend assessment shall be on the 31st May 2010 and then again on November 30th 2010, then on these dates or nearest following working days annually thereafter. In each case, the Company may not declare a dividend at all. In each case, the Company may declare a dividend in shares only or part shares and part cash. In each case, the Company may declare a cash only dividend. In each case, such declarations shall take place within 30 days of the above dates and any payments to be made to subscribers within 30 days thereafter. Payments of dividend shall be made by electronic wire transfer to the last known bank co-ordinates of the subscriber or to the subscriber’s Quatro e-bank account if one is held by the subscriber. Quatro Finance Limited. Offering Memorandum Confidential
  42. 42. Notices Subscribers may communicate with either the Company or theAdministration andTransferAgent. However for subscription, transfer and redemption purposes all communications and delivery of documents are advised to be directed to the Administration and TransferAgent. Notices of any type may be delivered by email, fax or mail/courier. Due to the time delays involved in post and couriers to and from the Seychelles a nominated address has been provided below to send all post and couriers. Any mail or courier sent to the Seychelles in error may take up to one month to be attended to in addition to any other notice times or period and should be avoided. Notices for the attention of Quatro Finance Limited or the Administration and Transfer Agent should be posted or couriered to: BPM 45062 34 Parc d’Activite Syrdall L-5365 Munsbach Luxemburg where they will be forwarded quickly to the appropriate office or centre. Electronic mail or fax are recommended for any type of notices, details are as follows: For Saphrau Inc: For Qautro Finance Limited: Quatro Finance Limited and Saphrau Inc fax: Quatro Finance Limited telephone: register@quatrofinancemembers.com sales@quatrofinancemembers.com +(*00) 1866 634 1028 +46 1339 00444 Saphrau Inc telephone: +(*00) 1866 634 1021 *Prefix only required if calling from inside Europe page 41 Quatro Finance Limited. Offering Memorandum Confidential
  43. 43. page 42 ADDITIONAL INFORMATION Lending features: Quatro membership: Forward Subscriptions: The Company may advance funds on a short term loan basis to subscribers against a pledge of shares, up to the face value of the shares at the Company’s absolute discretion and in an amount and on terms also at the Company’s absolute discretion. The Company is under no obligation to advance funds at any time unless it chooses to do so. Any subscriber is automatically entered as a Quatro member if not already a member. Subscribers may purchase shares in any current offering or future offering at the share price on the day of subscription. However, subscribers may only purchase shares in future dated offerings to a value not exceeding the number of shares they hold in the current offering unless the current offering is fully subscribed in which case there are no limitations. The Company is unaware of any litigation pending, any unsatisfied judgments against it or any proceedings to which the Company is a party. The Company knows of no legal action pending, threatened or judgments entered against any officers or directors of the Company in their capacity as such. Prospective investors and their professional advisors are invited to review any materials available to the Company and relating to it the Company’s products and plan of operations, its management and financial condition, this offering, and any other matter relating to this offering. The Company will afford prospective investors and their professional advisors the opportunity to ask questions of, and receive answers from, the officers of the Company concerning such matters and to obtain any additional information (to the extent the Company possesses such information or can acquire it without unreasonable expense) necessary to verify the accuracy of any information set forth in the Offering Memorandum. All such information and materials will be made available at a mutually convenient location at any hour after reasonable prior notice. Any unaudited pro forma financial information provided by the Company does not purport to present the actual financial position or results of operations of Quatro Finance Limited had the transactions and events assumed therein in fact occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be achieved in the future. Any unaudited pro forma financial information is based on certain assumptions and adjustments described in the notes to the unaudited pro forma financial information and should be read in conjunction therewith. Any unaudited pro forma financial information included in this Offering Memorandum has been prepared by the management of the Company. This Offering Memorandum sets forth or incorporates by reference forward-looking statements. Discussions containing such forward-looking statements may be found in the material set forth under “Business” in this Offering Memorandum, as well as within other sections of this Offering Memorandum generally. In addition, when used in this Offering Memorandum, the words “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward- looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially from those described in the forward-looking statements as a result of the risk factors set forth above and the matters set forth or incorporated by reference in this Offering Memorandum generally. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances. The Company cautions any prospective subscriber, however, that this list of risk factors may not be exhaustive. This prospectus and Offering Memorandum has been prepared by and for the directors of the Company and to the best of their knowledge all information as laid out is correct at the date hereof. The directors accept responsibility for the information as laid out herein but do not accept any responsibility for any perceived omissions. The directors do not accept any responsibility personally for any losses that any subscriber may accrue as result of subscribing for the purchase of shares in the Company or for any losses on sale of the same if at all. Neither the Company nor the directors accept any responsibility for any form of consequential loss actual or perceived by any subscriber or potential subscriber as a result of subscribing or not subscribing for shares in the Company. Quatro Finance Limited. Offering Memorandum Confidential
  44. 44. page 43 Quatro Finance Limited. Offering Memorandum Confidential
  45. 45. REDEMPTION FORM To make a redemption request this form should be completed as fully as possible and should be forwarded directly to the Administration and Transfer Agent by fax, email or post/courier to: BPM45062,34Parcd’ActiviteSyrdall,L-5365Munsbach,Luxemburgorbyemailto:register@quatrofinancemembers. com or by fax to: +(*00) 1866 634 1028 *Prefix only required if calling from inside Europe Number of shares to redeem: __________________ Current share price: _______________ (If known) Total value of redemption request: _____________________________________________ Name of shareholder: __________________________________________________________ Series numbers of share to redeem: _____________________________________________ Telephone number: Fax number: Email: __________________________________________________________ __________________________________________________________ __________________________________________________________ Requested Redemption Date: Date of Request (today’s date): _____________________________________________ _____________________________________________ Redemption proceeds may only be remitted to accounts in the name of the subscriber/shareholder. If you have not previously supplied your bank details to the Company when you made your initial subscription please do so below. Bank Details of shareholder: _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ (Please include SWIFT code, account name, account number, bank name and country of bank). Signature of shareholder:_______________________________________________________ page 44Quatro Finance Limited. Offering Memorandum Confidential
  46. 46. page 45 Quatro Finance Limited. Offering Memorandum Confidential
  47. 47. E A X M PL E

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