Quatro Ebanking

V:1.220/02/09

www.quatrofinancemembers.com

Innovations in E-bankingQuatro Banking Corporation

Mission StatementQuatro Banking Corporation which is being funded by Quatro Finance Limitedhas clear defined objectives. These are:

1.2.3.4.5.6.7.

8.9.10.

Secure On-line payment processingTo allow end user real time access to their fundsTo give the customers the control of their own transactionsReduced processing fees in markets such as gamingTo take responsibility for all functions such as card productionTo offer the most competitive fees in the marketTo provide a regulated structure for the provision of E-accountsso customers can access their funds through various meansTo become the forefront of on-line payment processingTo provide a complete solution for both businesses and individualsTo provide a ‘no limitation’ Credit Card facility

Quatro


page 2

In BriefQuatro Finance Limited is offering a venture capitalstyle investment opportunity which is suitable for privatesophisticated investors looking for medium term growth inshare value with bi-annual cash dividend by way of creationand operation of an E-banking system, card manufacturingand 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 5years of 200% projected.

Quatro Finance Limited is part of the Quatro InternationalGroup.

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Quatro Finance LimitedQuatro Group launched in 2007 and has a unique vision where networking is the key to becoming asuccessful 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 theconsequences. In the starting phase, it is crucial to have a well defined goal and the means to assessand control the relativity of the idea. Most ideas have to mature and flourish until you can have a clearvisualisation and can transform the idea to a successful project.

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The ProjectWith the global economic crisis, the world is looking for new secure andsafe systems to look after it’s money, whilst still addressing the issues withinternational trade, speed, cost and other day-to-day banking delays. Theanswer is to create a world E-banking system that delivers a solution tothis and that does not rely on the lending of banks and finance houses. Asystemwhich,whenstandingalone,canprovideanyindividualorbusinessthe services it requires without putting the customer’s money at risk.

Whilst this venture is very innovative, we have taken steps to minimiserisk and create the opportunity to flourish during the ‘credit crunch’ bybecoming a banking operation which is attractive not just to companiesbut to individuals.

An E-bank or electronic-bank is a bank without physical presence as allbanking is achieved online, thus maximising profit and reducing overhead.The growth of the E-bank worldwide will be immeasurable as this solutionis for any business or individual.

We are launching this investment opportunity with a goal of £16-20million to be raised by Quatro Finance Limited. This is an opportunity forselected investors to join us in this venture as an initial shareholder, whowill benefit from the growth of the venture reflected in the projected shareprice increase.

Our vision has been to incorporate a number of existing models and to addsubstantial improvements. The amalgamation of our forward thinking andtechnology 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 whichhas not previously been available.

We have based our design on stringent market analysis, the majorityof which has been through our own findings and research but we havealso reacted to enquiries and requests from companies looking for thistype of facility that nobody currently has access to. This is proven by thenumber of companies and individuals already on board as our customersin preparation for launch. Once the facility goes live, we are not then ‘doorknocking’ for customers as we have clients and customers already linedup and ready to transact with us!

Quatro E-banking is not a new venture or even a venture in planningstages. 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 ina concept, we are inviting you to invest into a state-of-the-art electronicbanking reality.

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 Limitedwhich will fund and invest into the E-banking project.Management Estimates

page 5

£450,000,000

£300,000,000£150,000,000

£60,000,000

£15,000,000

Income ExpectationOur 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, wehave used the following conservative targets for the first 5 Years:

New Account Holders

Year 1Year 2Year 3Year 4Year 5

Target – New Customers1 million3 million6 million10 million10 million

Total Customers1 million4 million10 million20 million30 million

If our target income per account per month was £1.25

Year 1Year 2Year 3Year 4Year 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

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Share Price ProjectionQuatro 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 Systemthrough Quatro BankingCorporation

Dec 09Dec 10Dec 11Dec 12Dec 13

£0.55£0.80£1.20£1.70£2.60

per shareper shareper shareper shareper 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. Paypalaccounts contain over $3 billion in stored value that is spent every 2 weeks.

On a conservative business model, providing our business objectives are met, itis 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.


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E-Money Banking –The FactorsWe are all fully aware of the E-banking phenomenon that is electronic banking. Recognisednames 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 merchantsand customers to transact funds. However, there are major factors in these models which do notoffer the complete package. This is where Quatro E-banking sees the niche.

TheE-banking model wehavecreatedisattheforefrontofsecure technology,bringing insecuritymeasures which combine mobile technology, acquiring technology, vending technology, 4 levelsecurity technology, card technology and payment technology in order to eliminate flaws in thecurrently offered systems which include fraudulent usage and lengthy time delays.

The project is made up of a number of factors which include;

••••••••••

E-walletSecure Payment CardsSecure Transaction ProcessingSMS/Mobile Secure TechnologySecure Acquiring Services‘Real-time’ Money Movement GloballyBusiness ServicesLoyalty SchemeProof of Age SystemsFully Regulated Environment

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Investment in PhysicalAssetsnot just Ethernet Technology

Your investment is not just in Quatro’s E-bank facility but in the full system including theprocessing and production, premises and facilities.

This includes a state of the art card manufacturing and production centre, which hasalready been purchased and is currently being refitted. This large secure building locatedin the UK was an ex-RoyalAir Force building. The building is bomb-proof and fully secureto adhere to the strict guidelines for working with manufacturing secure cards.

Thiscrucialpieceoftheprojectensuresthatweofferafullturnkeysolutiontoanycustomerkeeping 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’sE-banking project companies, you should benefit from the growth of those businessesbecause they share profits with Quatro Finance Limited thus increasing the value of yourshares and investment.


Quatro Finance Limited is a company registered in the Republic of the Seychelles. All investment business is conducted by Quatro Finance Limited withinits Domestic jurisdiction and regulatory structure of the Republic of the Seychelles only.

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Global NetworkQuatro MPN currently has over 4000 members located globally. We have a strongpresence in Sweden, Norway, Denmark and Croatia and are seeing the number of membersincreasing in Germany, Estonia, Russia, Lithuania, Poland, Portugal, Thailand, MainlandChina, Singapore, Taiwan and Canada.

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Offering

The investment requirement is £16-£20 million (British Pounds Sterling) to be offered in 9fixed tranches:

Pre-launch offering: Unlimited offering from 20/02/09 to a maximum of 20/03/09 @ £0.40per 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


7th Offering 01/10/09: Closing at £2,000.000.00 or by 25/10/09


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Quatro

SummaryQuatro Banking Corporation is a new concept which is going to take the global E-banking industryto the next level.

The niches we have identified will make Quatro the driving force behind E-banking security andE-banking transaction speed. E-banking is for everyone therefore everyone worldwide is apotential 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, buysyou 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 yourinvestment back should you sell your shares but also return you substantial gains by way ofdividends.

We are ready to launch and want you to invest and be part of the Quatro success!

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WhyInvestNowThe share price isexpected to go up monthon month. Subscriptionplaces are limited. Byinvesting now you will beable to secure shares intoday’s offering and futuremonths up to November2009 at today’s shareprices!

This brochure is forinformation only. It is NOTa prospectus or OfferingMemorandum.

This investment carriesrisk. Subscribers shouldread the offeringmemorandum and seekadvice prior to making aninvestment.This is not a public offer toinvest.

Quatro Finance Limited is a companyregistered in the Republic of the Seychelles.All investment business is conducted byQuatro Finance Limited within its Domesticjurisdiction and regulatory structure of theRepublic of the Seychelles only.


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OFOFFERING MEMORANDUM

Quatro Finance LimitedA member of the Quatro International Group

Limited offering by way of shares

First tranche opening date February 20th 2009Closing 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 eachMinimum 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 definedwithin this prospectus.

Quatro Finance Limited. Offering Memorandum Confidential

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


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PRECURSOR TO SUBSCRIPTION AGREEMENT

Dated: February 20th 2009

Quatro Finance LimitedA 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 theQuatro International Group global network.

The Company has been specially formed to allow Quatro Group members and other close associates to participate inthe 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 participatingin the Company through holding shares, the growth and development of the Company is shared among its memberparticipants subject to performance.

The Company’s primary objective and purpose in 2009 is to raise £16-£20 Million Pounds Sterling to fund the creationand development of the Quatro International Group’s soon to launch global e-banking system which is illustrated in moredetail throughout this offering.

This Offering Memorandum relates to the offer and sale by the Company, solely to “sophisticated investors” for thepurpose of this offering of up to 50,000,000 Class B non-voting shares sub class A of the Company at an opening valueof £0.40 per share. Each prospective investor must subscribe to purchase a minimum of 1,000 shares for a minimuminvestment of £400.00 or if the share price changes at any future date the appropriate number of shares on that datewhich equals no less than £400.00.

THE SECURITIES OFFERED HEREBY CARRY RISK: SIMILAR TO THAT OF VENTURE CAPITAL. THEYARE ALSOSUBJECT TO IMMEDIATE DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORDTO 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. THERECAN BE NO ASSURANCE THAT ANY SIGNIFICANT TRADING MARKET IN THESE SECURITIES WILL DEVELOPHEREAFTER, OR THAT SUCH MARKET, IF DEVELOPED, WILL CONTINUE. THE COMPANY IS NOT SUBJECT TOREGULATION OR STATUTORY AUDIT.

THESE SECURITIES HAVE NOT BEENAPPROVED OR DISAPPROVED BYANY SECURITIES, STOCK EXCHANGEOR REGULATORY COMMISSION, NOR HAVE ANY OF THE FOREGOING COMMISSIONS OR AUTHORITIESPASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THISDOCUMENT.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 THEIRINVESTMENT 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 officersand directors, who will not be separately paid for such services. The offer will be on a “best efforts” basis with respect toall of the shares. Certain parties acting as independent contractors may receive compensation associated with advisingand supporting the Company in presenting this investment opportunity. Upon request the Company will advise anyprospective 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 withdrawnonce made. Because this is a “best efforts only” offering, with no minimum required to be sold, the proceeds maybe released to the Company upon receipt thereof, while the offering continues for the remaining unsold shares. Theoffering shall take place in multiple tranches which commence on February 20th 2009.The tranche dates are 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 @ £0.40 per share, closing date and volume atmanagement 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 TOBUYANY 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 THEREHAS 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 OFFERTO PURCHASE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR IN PART, FORTHE PURCHASE OF ANY OF THE SHARES OFFERED HEREBY.

page 17 Quatro Finance Limited. Offering Memorandum Confidential

page 18

SUBSCRIPTION AGREEMENT

The undersigned, by signing the Signature Page attached hereto, hereby irrevocably tenders this subscription and appliesto purchase _______________ shares (a minimum purchase of £400.00 which is 1,000 shares (at the initial opening priceof £0.40 per share or at the prevailing share price thereafter) of the Class B non-voting shares sub class A (the “Class BShares”) of Quatro Finance Limited, a Seychelles company (the “Company”). An electronic wire transfer has been made inthe 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 “OfferingMemorandum”), 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 theCompany will rely to a material degree upon such representations, warranties and covenants, each of which shall surviveany acceptance of this subscription in whole or in part by the Company and the issuance and sale of any Class B non-votingshares 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 theCompany 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 classA involves a degree of risk and speculation and has carefully read and considered the Offering Memorandum in itsentirety.

The undersigned confirms that he or she has been advised that he or she should rely on, and that he or she hasconsulted and relied upon, his or her own accounting, legal and financial advisors with respect to this investment inthe 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 officersand directors of the Company and to ask and receive answers to any questions about this offering and the proposedbusiness and affairs of the Company and to obtain any additional information which the Company possesses or canacquire with unreasonable effort or expense that is necessary to verify the accuracy of information provided in the OfferingMemorandum 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 orliterature other than the Offering Memorandum and this Subscription Agreement, nor is the undersigned or his or herprofessional advisor(s), relying on any representations, statements or other information provided by the Company orally orin 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 investmentin, 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 includedherein, all of which has been provided by the Company, nor has such counsel passed upon the accuracy oradequacy of this Offering Memorandum

(iii) no independent third party, such as an investment banking firm or other expert in the valuation of businessesorsecurities, hasmadeanevaluationoftheeconomicpotentialoftheCompany(iv)theofferingpriceofthe Class Bnon-voting shares sub class A has been determined solely by the Company and does not necessarily bear anyrelationship to the Company’s results of operations, net worth, prospects or other commonly recognised criteria ofvalueatthistimeandshouldnotbeconsideredasindicationsofanypricesatwhichanyoftheCompany’ssecuritiesmay 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 theknowledge and experience of the undersigned and/or his or her professional advisor(s), in business and financialmatters, the undersigned has evaluated the merits and risks of investment in the Class B non-voting shares subclassAand has determined that he or she is both willing and able to undertake the economic risk of this investment.


6.

7.

8.

The Class B non-voting shares sub class A will be acquired by the undersigned for the personal account of theundersigned for investment and not with a view to, or for resale in connection with, any distribution thereof or ofany interest therein, and no one else has any beneficial ownership or interest in the Class B non-voting sharessub class A acquired by the undersigned, nor are they to be subject to any lien or pledge. The undersigned hasnopresentobligation,indebtednessorcommitmentpending,norisanycircumstanceinexistencewhichwillcompelthe undersigned to secure funds by the sale, transfer or other distribution of any of the Class B non-voting sharessub class A or any interest therein.

The undersigned understands and agrees that the common stock cannot be transferred or assigned without thepermission of the Company and that there is and will be no public market therefore. Accordingly, it may not bepossible for the undersigned readily, if at all, to liquidate this investment in the Class B non-voting shares sub classA in case of an emergency or otherwise. The undersigned has considerable net worth, can afford to bear the risksof an investment in the Class B non-voting shares sub classA, including the risk of losing the entire investment, foran indefinite period of time, and has adequate means of providing for his or her current needs and professionalcontingencies 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 sharessub class A in the Company. With such realisation, the undersigned hereby authorises the Company to act as itmay see fit in reliance on such information, representations and warranties, including the placement of the followinglegend on the stock certificate(s) issued to the undersigned:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITHANY SECURITIES OR STOCKEXCHANGE.THESECURITIESMAYNOTBEPLEDGED,SOLDORTRANSFERREDWITHOUTTHEEXPRESSCONSENTOF 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 andliabilities incurred by any of them (including costs of investigation and defense and attorneys’fees) arising out of anyinaccuracy 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 fiduciarycapacity, the above representations and warranties shall be deemed to have been made on behalf of the person orpersons for whom the undersigned is so purchasing.

The undersigned hereby acknowledges and agrees that the undersigned is not entitled to cancel, terminate orrevokethissubscriptionoranyagreementsoftheundersignedhereunderandthatsuchsubscriptionandagreementsshall survive the death or disability of the undersigned.

TheundersignedunderstandsandacknowledgesthatthissubscriptionmaybeacceptedorrejectedbytheCompanyatitssolediscretion. AnyamountstenderedinexcessofthetotalpayableasthepurchasepricefortheClass B non-voting shares sub class A as to which this subscription has been accepted will thereafter be delivered to theundersigned as soon as is practicable, all as described in the Offering Memorandum. The Company shall signify itsrejection 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 changein the undersigned’s investment intention as expressed herein, or if there occurs any change which would makeeither the representations or warranties made by the undersigned herein or the information provided by theundersigned materially untrue or misleading, the undersigned agrees to immediately so notify the Company andany 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 executingthe signature page attached hereto on the date therein indicated.


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’sshare price, please write the month you are subscribing into which can be from April 2009 through to November 2009 except where thedate 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. __________________________________________________________


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 delivered to theAdministrationand Transfer Agent or the Company by scanned copy via email, fax or original along with proof of identification of thesubscriber 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 ofDirectors approving this subscription along with copies of items as laid out in a) above for the directorsand 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 byhard copy but the identification will still be required.

Subscribers may email scanned copies of the SubscriptionAgreement and identification to:

[email protected]

Or may fax them to:

+(*00) 1866 634 1028*Prefix only required if calling from inside Europe

Or may mail/courier them to:

BPM 4506234 Parc d’Activite SyrdallL-5365 MunsbachLuxemburg

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 additionaldetails. 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 PLC5 The North ColonnadeCanary Wharf, LondonGBP Account number: 20325370633429Account Name: Barclays Bank Seychelles LimitedSWIFT: BARC GB 22

Barclays Bank Seychelles LimitedIndependence AvenuePO Box 167, Victoria, MaheSeychelles

BARCSCSC7679731Saphrau IncQF-B “Your name”

The subscriber will be notified within one business day when funds have been received.


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 and10,000,000,000 Class B non-voting Shares.

Mr. Asle G FrydenlundManaging Director54 years oldEducation: Electronic Engineering and Industrial Process Technology.

Mr. Uno KarlssonOperational Services55 years oldEducation: Electronics

£1,000,000.00 of Class A voting Shares (being the entire authorised Class A votingShares of 1,000 at £1,000.00 each) have been issued and paid for in cash, intellectualproperty 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 dayof the week proceeding the final week of any month.


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 atmanagement 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 toa third party (subject to the Company’s approval).

Dividend will be payable bi-annually from the 31st May 2010, then November 31st 2010and on the same dates annually thereafter. Notice will be given within 30 days of suchdates 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 monthfollowing the minimum notification to redeem period which must be at least 45 daysadvance notice. Transfers to third parties or to Quatro members shall be effected onthe date of transfer.

All share purchases will be logged on the working day of receipt and dealt on thenearest following last working day of the week during the respective offering period.

When the Administration and Transfer Agent receives the subscription form, paymentand identification of a subscriber, an electronic or physical share certificate shall beissued on the last working day of the week in which the completed subscription wasreceived.

The Company is subject to a voluntary annual audit. The Company year end isNovember 30th.

Valuationandre-valuationofsharesshallbeconductedbytheCompany’smanagementduring the last week of each month, following which the revised share price for thesubsequent offering shall be announced. From time to time the Company may seekindependent third party interim audit reviews of its valuation models to maintain aconsistent true and fair view. Such reviews may be disclosed to subscribers from timeto time.

Medium term growth of share value with bi-annual cash dividend, by way of creationand operation of an e-banking system, card manufacturing and vending plant and otherbanking and financial systems.

Medium term targets of annual growth in excess of 20% per annum with upper targetsover 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

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 againstshares 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 shareprice on the day of subscription. However, subscribers may only purchase shares infuture dated offerings to a value not exceeding the number of shares they hold in thecurrent offering unless the current offering is fully subscribed in which case there areno limitations.


page 26

SUMMARY

The following summary is qualified in its entirety by the detailed information appearing elsewhere in this OfferingMemorandum.

Quatro Finance Limited, (the “Company”), a Seychelles Corporation.




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 pershare, of which the par value is £0.0001 and the share premium is £0.3999. However, at this date the Company doesnot intend to sell shares through this series of offering for a value greater than £20,000,000.00 which at £0.40 per shareis 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 QuatroGroup International Limited of the Seychelles.

Thetotalpotentialthatcanbeprocessedfromthisofferingis£20,000,000.00. Thesharesareofferedonlytosophisticatedinvestors who meet certain suitability standards established by the Company. Each prospective investor must subscribeto 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 perinvestor to change but the minimum subscribed amount will remain at £400.00. There is no maximum subscriptionamount 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 ClassB non-voting shares sub classAhave been sold. If all shares are sold in this offering from today’s date to the closing dateof 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 ofthe 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 financecompany 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 havesubstantial tangible net assets, that they are not relying on an early redemption of subscribed funds andthat they are not dependent upon the proceeds of any sale of the subscribed shares or any dividends orprofits thereof. In addition each subscriber has taken appropriate independent financial and legal advice; Thisinvestment is structured with long term growth in mind for substantial gain but by its very nature there is a riskof partial or total loss.


THE COMPANY

Introduction and Overview

Quatro Finance Limited, ( the ”Company”) is a Seychelles registered corporation, incorporated on the 23rd of December2008 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.




This Offering Memorandum relates to the offer and sale by the Company, solely to “sophisticated investors” for thepurpose of this offering of up to 50,000,000 Class B non-voting shares sub class A of the Company at an opening valueof £0.40 per share. Each prospective investor must subscribe to purchase a minimum of 1,000 shares for a minimuminvestment of GBP £400.00, or if the share price changes at any future date then the appropriate number of shares onthat 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-votingShares to members and close associates of the Quatro Group International.

BysellingsharesandraisingcapitalitisthenabletolendfundsandinvestfundsintosisterQuatrocompanies,associatedcompanies, 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 willlend and invest funds subscribed into Quatro businesses in exchange for composite rewards for doing so. If the projectcompany that the Company has invested into is successful then the investment will improve in value and this willimprove 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 loansand 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 transactionssuch as share pledges, mortgage debentures, commercial loan agreements, inter-company guarantees and any othersystem 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 orinvests in. No loans (except for incidental or trade items), or investments shall be on simple commercial terms of interestonly but on a with profits basis, with shares basis or with bonus basis, or a combination of the same to ensure as far asis practical that an appropriate and reflective proportion of the growth and wealth created by the loans and investmentsis passed onto the Company.

Growth in the Company by virtue of these loans and investments shall, subject to normal trading environments, bereflected in an increase in the value of the Company Class B non-voting shares with such growth being passed ontoshareholders. In addition the Company will declare bi-annual dividends from 2010 onwards.


page 28

Profit Objectives

The objective of the Company is to achieve constant growth in the medium and long term. Subscribers should onlyinvest 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 companiesas 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 newtype of banking customer, one who transacts electronically as opposed to in a physical branch. Over the past 10years, e-banking has become more popular with such systems like PayPal and Netteller. However, e-banking systemscurrently available in the market do not offer a complete service for all types of businesses and customers. They arerestricted to niche groups or functions and do not offer a full e-banking service, so customers who use these serviceshave 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 worldfirst in financial technology engineering. The key technologies include: transaction processing, payment cards, mobiletechnology, acquiring and cross-border international transfer technology. A full banking system for the customer who ison 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 whilstgiving 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 moneyregulations (Financial Services and Markets Act 2000 and relevant Orders for e-money issuing). The Quatro E-moneyissuing will be built in the UK to meet the standards and requirements of the FSA. This E-money issuing authorisationwill be passported across Europe, as soon as possible and then in choice countries where we wish to operate, thuscreating 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-bankingcompany (Quatro Banking Corporation) will become licensed with MasterCard and/or Visa for the purpose of providingpay cards so that a customer’s funds can be accessed worldwide both in shops and ATMs. The E-banking system willfully process these transactions.

The head office base of the e-banking facility will also become an approved certified card manufacturing and distributioncentre which will allow Quatro to cost effectively issue cards. There are only a few certified centres in Europe and thevalue of the completed distribution centre is high.


Where it makes money

E-banking, like any other type of bank, makes money from money. Unlike traditional banking, however, the overheadsof running an e-banking system are much lower as there is no cost for multiple branches and the physical presence ofstaff 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 increasedcustomer base.

Typical income comes from:Account Management FeesTransaction FeesInternational FeesInterestNetwork FeesPayment and Deposit FeesAccrued Interest on DepositsFX 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 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 personswho meet certain suitability standards described below which have been adopted by the Company for the purpose ofdetermining who will be permitted to purchase the shares.

An investment in the shares should be considered to be MEDIUM RISK WITHINACATEGORY OF VENTURE CAPITALINVESTMENT which involves certain risks (see “Risk Factors”) and is suitable only for prospective purchasers whohave sufficient financial means to bear such risks, who have substantial other assets to provide for current needs andfuture contingencies and, therefore, have no need for immediate liquidity with respect to this investment, and who couldwithstand a possible total loss of this investment. Consequently, sales of shares offered hereby will be made onlyto prospective purchasers who are deemed “sophisticated”. The Company defines this below and it is the investorsresponsibility to ensure it meets this criteria. The Company cannot be held liable for accepting an investment from aninvestor who transpires not to meet the sophisticated categorisation:

All prospective investors represent that they are a sophisticated investor and as such that they have substantialtangible net assets, that they are not relying on an early redemption of subscribed funds and that they arenot dependent upon the proceeds of any sale of the subscribed shares, any dividends or profits thereof andthat they have sufficient income from other means to maintain their reasonable lifestyle without relying uponany dividend income or sale proceeds from these shares. In addition each subscriber has taken appropriateindependent financial and legal advice. This investment is structured with long term growth in mind forsubstantial 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 andpersonal 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 risksinherent in the purchase of shares, each prospective investor also confirms that among other things, the investor haseither (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 meritsand risks of an investment in the shares of the Company and of making an informed investment decision, or has retainedan attorney, accountant, or other financial or business advisor who is able on behalf of the investor to evaluate the meritsand 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 MINIMUMSUITABILITY STANDARDS DOES NOT NECESSARILY DETERMINE THAT AN INVESTMENT IN THE SHARES ISAPPROPRIATE FOR SUCH PERSON.

Each investor agrees that the shares are being acquired for investment and not with any intention of making a distributionor resale of the shares and agrees to certain restrictions on future transferability of the shares. For these reasons, apurchaser of shares must be willing and able to bear the economic risks of such an investment for an indefinite periodof time.

RISK FACTORS

The shares offered hereby are subject to risks inherent in development stage ventures and are speculative althoughthere 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, aswell 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 financingcompany for businesses within the Quatro Group that are in stages of development. The Company is subject to all therisks associated with the new and developing businesses that it lends to within the group. Any sister, subsidiary, groupor 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 lendand/or invest funds into its sister Quatro Group companies. If the Company or any of its borrower companies shouldbecome 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 CompanyQuatro Finance Limited. Offering Memorandum Confidential

will receive the full subscription offered. The Company has no loans, mortgages, debentures or outstanding debts at thedate hereof, however should the Company need additional capital there is no assurance that additional funding will beavailable on terms favorable to the Company.

Dependence on Continued Growth in use and Commercial Viability of the Internet: The Company’s future successis to a degree dependent upon continued use of the Internet. To support this segment of the Company’s business planthe Internet’s recent growth must continue, and public acceptance of e-commerce on the Internet must continue. Noneof these can be assured. Additionally, due to the ability of consumers to easily compare prices of similar products orservices 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 acrucial aspect of its efforts to continue to expand and attract customers. Promotion and enhancement of the Company’sbrands will depend largely on the Company’s ability to provide consistently high-quality products and services, whichcannot be assured. There is also the risk that the public sector will not develop an interest in any or all of the QuatroGroup 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 introducesnew products and services or enters into new business ventures that are not favorably received by organisations, theCompany will be unsuccessful in promoting and maintaining one or more of its brands and will risk diluting its brands asassets 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 thedevelopment by others of an infrastructure for providing Internet access and services. Because global commerce andonline exchange of information on the Internet and other similar open wide area networks are new and evolving, it isdifficult to predict with any certainty whether the Internet will prove to be a viable commercial marketplace in the longerterm.

RisksAssociated with PotentialAcquisitions and Investments: The Company may in the future pursue acquisitionsof companies, technologies or assets that complement the Company’s business. There can be no assurance thatthe Company will be able to identify suitable acquisitions available for sale at reasonable prices, consummate anyacquisition or successfully integrate any acquired business into the Company’s operations. Acquisitions may result inthe potentially dilutive issuance of equity securities, the issuance of additional debt, the write-off of in-process researchand development or software acquisition and development costs and the amortisation of expenses related to goodwilland other intangible assets, any of which could have a material adverse effect on the Company’s business, results ofoperations and financial condition.

Technological Change and New Products: The market for e-banking based products and services is characterised byrapidly changing technology, evolving industry standards, customer demands, and frequent new product introductionsand enhancements. The Company’s future success will depend in significant part on its ability to continually improve theperformance, features and reliability of the Company’s products and services in response to both evolving demands ofthe 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 Internetservices operated or facilitated by the Company or the Internet access providers with which the Company hasrelationships and be subsequently distributed to others, it is possible that claims will be made against the Companyon the basis of defamation, negligence, copyright or trademark infringement or other theories based on the nature andcontent of such materials, including claims based on the Company providing access to obscene, lascivious or indecentinformation. Although the Company may maintain general liability insurance, the Company’s insurance may not coverpotential claims of this type, or may not be adequate to indemnify the Company for all liability that may be incurred. Anyliability which is not covered by insurance or is in excess of insurance coverage could have a material adverse effect onthe Company’s business, results of operations or financial condition.

Independent Market Research: The Company has not conducted any independent market survey or researchstudy and therefore, management has no independent assurance that suitable opportunities or demand exist for theCompany’s present and planned products.

Uninsured Losses: Certain types of losses, policy limits, deductibles, coverage restrictions and pricing policies byinsurance firms which greatly limits coverage or dictate the loss to be either uninsurable or in the opinion of managementare not economically insurable. Should such an uninsurable type of disaster or other event occur and cause thedestruction of business equipment, property, market or operations, the Company and shareholders could lose both itsinvested capital and anticipated profits.

Business Dependent on Key Officers: The business of the Company is dependent upon the active participation ofpage 31 Quatro Finance Limited. Offering Memorandum Confidential

page 32

its key personnel. Loss of the services of key personnel could have a material, adverse effect on the development andopportunity for success of the Company’s business. The Company has utilised the services of independent consultantsto provide essential services and as technical consultants and the Company intends to continue, as appropriate, utilisingconsultants 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 theCompany proposes to engage or which may in the future have various transactions with the Company. Given thepotential participation with such other business entities and transactions, there exists the potential for conflicts of interestincluding time, effort and corporate opportunity.

Financial Statements: Any pro forma financial information presented has been prepared by management of theCompany and has not been audited by independent chartered accountants, although the Company retains qualifiedchartered accountants to assist in such preparations where required.

Limited Effectiveness of Copyright Protection: Content publication and distribution rights to Internet and audio andvideo 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 propertyand proprietary rights to all of its properties, but no assurance can be given that others will not infringe upon theCompany’s rights and the Company may not have sufficient resources to enforce or defend such rights. Should suchoccur, 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 competitionthe Company has developed a unique business plan, which targets a selective and potentially high growth marketassociated with e-banking system creation and management, and the online payment and money transfer industriesalong with prepaid and debit card systems. The Company is a development stage company with limited businessoperations and faces intense competition from major companies, and many other established organisations with fargreater financial resources. These companies compete to obtain properties, financing and market acceptance. Mostof 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 underthe copyright laws of many countries, which provide substantial civil and criminal sanctions for unauthorised duplicationand 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 propertiesunder the laws of applicable jurisdictions. The Company intends to utilise the traditional safeguards employed in theindustry to protect its creative properties. No assurance can be given, however, that others will not infringe upon theCompany’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. Thecontinued failure of regulatory agencies to enforce copyright laws could have an adverse impact on the Company.

EmployeesandConsultants:TheCompanyhasbeensuccessfulinitseffortstorecruitqualifiedemployeesandanticipatessufficient qualified employees and/or consultants will be available to fulfil the future staffing needs of the Company. None ofthe 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 cashor stock, rest within the discretion of its Board of Directors. Investors who anticipate the need of either immediate orfuture 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 noestablished 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 valueof a share on that date. Whilst this will not be subject to external audit, the management may seek from time to timesuch an audit by a third party to ensure that to the best of the managements ability a true and fair view of the share priceis being declared. There is no direct relationship between the offering price and the assets, book value, shareholder’sequity or any other recognised criterion of value at the date hereof. The present shareholding of the Company is by wayof Class A voting Shares and the shareholder is Quatro Group International Limited. No Class B non-voting shares subclass A which are the subject of this offering have been sold at the date hereof. The Class A voting Shares have beenissued 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 noassurance that such a market will develop. It will be difficult and maybe impossible for investors to resell the commonshares offered hereby. The Company has no agreement with anyone to act as an underwriter or market maker for the


Company’s securities. If the Company should become a public company the underwriter(s) and/or market makers willlikely require the existing shareholders to be restricted from selling their shares for a defined period of time following thepublic offering. However, the Company anticipates that investors will be able to realise their shares in a variety of wayswhich is explained in the ”TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING” section within thisOffering Memorandum.

Regulation: No regulatory authority has reviewed the terms of this offering, including the nature and amounts ofcompensation, the disclosure of risks, and the fairness of the terms of the offering. All of the shares offered hereby arerestricted securities and the share certificates will bear legends to that effect. Prospective investors do not necessarilyhave any of the protections afforded by security laws as may be provided by registered and/or qualified offerings incertain jurisdictions and must judge the adequacy of disclosures of the amounts of compensation and the fairness of theterms 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 beissued in this offering all are “restricted securities”. In other words there is no open market in existence at the date hereofto dispose of the shares. Disposal of shares at the date hereof is subject to certain conditions and methods which arelaid out in the “TERMS OF THE OFFERING, VALUATION, REDEMPTION AND DEALING” section within this OfferingMemorandum.

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 sharesand 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 theyhave substantial tangible net assets, that they are not relying on an early redemption of subscribed funds and that theyare not dependent upon the proceeds of any sale of the subscribed shares, any dividends or profits thereof and that theyhave sufficient income from other means to maintain their reasonable lifestyle without relying upon any dividend incomeor sale proceeds from these shares. In addition each subscriber has taken appropriate independent financial and legaladvice. This investment is structured with long term growth in mind for substantial gain, but, by its very nature there isa 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 principallyas follows. The net cash proceeds are net of fees, costs and expenditures relating to the offering. The amounts setforth are estimates only and the Company and the companies to which it provides funds shall be at liberty to utilise thesubscribed funds as appropriate:

Capital EquipmentLand and BuildingsSystems DevelopmentOperationsMarketing & SalesCapital Reserves

Total

£4,000,000£4,000,000£4,000,000£2,000,000£2,000,000£4,000,000

£ 20,000,000


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, redemptionprivileges or sinking fund provisions. The shares have equal rights on liquidation. Dividends may be paid as andwhen declared by the directors out of funds legally available, although dividends have not been declared or paid by theCompany since inception. All of the outstanding shares are, and the shares offered hereby will be upon issuance, fullypaid and non-assessable.

The current shareholders of the Company, namely Quatro Group International have acquired all of the Class A votingShares being 1,000 shares at £1,000.00 each. Accordingly, even if all of the 50,000,000 Class B non-voting shares subclass 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, privilegesand 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 furthervote or action by the Class A Shareholders. No shares of preferred stock have been issued and the Company has nopresent plans to issue any shares of preferred stock. The proposed transfer agent and registrar for the shares of theCompany 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 currentlyno 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 numberof shares authorised, the dilution to the new investors in this offering, the financial condition of the Company, theCompany’s management, and its perceived acceptance in the market. Accordingly, the offering price should not beconsidered an indication of the actual value of the Company or of its securities at the date hereof. All subscriptionsaccepted 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’sannual 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 theCompany’s present employees are subject to collective bargaining agreements.

Executive Management: Mr. Asle G Frydenlund, Managing Director, aged 54Education: Electronic Engineering and Industrial Process Technology

Mr. Uno Karlsson, Operational Services, aged 55Education: Electronics

PRINCIPAL SHAREHOLDERS

The following table sets forth the ownership information as of February 20th 2009 with respect to all shareholders knownby 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.


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 aprice of £0.40 per share. Each prospective investor must subscribe to purchase a minimum of £400.00 worth of sharesat 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 numberof shares which any prospective investor will be entitled to purchase. The Company will not be obligated to obtain or acceptsubscriptions for all or any portion of the shares being offered hereby and reserves the right to reject any subscription inwhole 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, closingdate 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 terminatethe offering for any reason at any time. The Company also reserves the right to extend the offering. Extension of the offeringperiod 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 bythe 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 independentcontractors may receive compensation associated with advising and supporting the Company in presenting thisinvestment opportunity.

There can be no assurance that any or all of the shares being offered will be sold. Subscriptions may not be withdrawnonce made. Because this is a “best efforts only” offering with no minimum required to be sold, the proceeds may bereleased to the Company upon receipt thereof, whilst the offering continues for the remaining unsold shares.


page 36

Method of Subscription

Applications for the purchase of the shares can be made by completing, signing and returning to the Company or theAdministration 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 subscriptionwill only be deemed to have been received when the Subscription Agreement, identification of the subscriber and thesubscription 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 beirrevocable and binding upon the prospective purchaser, but the Company in its sole discretion, may accept or reject thesubscription 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 SubscriptionAgreement, 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 entireoffering 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 thefollowing week.

Subscribers may email scanned copies of the SubscriptionAgreement and identification to:

[email protected]

Or may fax them to:

+(*00) 1866 634 1028*Prefix only required if calling from inside Europe

Or may mail/courier them to:


Restrictions on Transfer

Because the shares of the Company will be issued and sold without registration or qualification under any securitiesact, the transferability of the shares of the Company will be restricted. No shares of the Company may subsequently besold, transferred or otherwise disposed of unless approved and registered by the Company. Such approval will not beunreasonably withheld. Evidence of such a transfer shall be by way of a variation certificate issued by the Company statingthe former and new owner of the shares along with the consideration paid for such a transfer or sale if any. The Company ispermitted to levy a charge for any such transfer of up to 1% of the sale value, the share value or consideration paid as theCompany sees fit or £250.00 whichever is the greater.


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 10,000,000,000Class B non-voting Shares.

OnlyQuatroFinanceLimitedandnoothercompany,affiliateorindividualassociatedwithorapartoftheQuatroInternationalGroup 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 TransferAgent for all subscriptions received and for the issuing, cancelling, amending, transferring and recoding of all shares issuedfor all subscribers. Saphrau Inc is an independent company and no liability or responsibility can be attached to Saphrau Incfor 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 everyshare subscribed for £0.0001 will be added to the Company’s capital and the balance value paid shall be treated as a sharepremium.

The initial share price is £0.40 per share, and £0.0001 shall be treated as share capital fully paid and £0.3999 shall betreated 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 thatthis 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. Ifthe management consider that the share price should be adjusted either upwards or downwards this will vary the price atwhich 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 effectivefrom 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 andtiming of share valuation and pricing is subject to change by the management at any time and subscribers will be dulynotified 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 theprice 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 onstandard business days during normal business hours.

Dealing

Thesubscription,transferorredemptionofsharesshalltakeplaceweeklyonthelastworkingdayoftheweek.Inthisrespectany subscription that may be received during the course of a week, will be notified as received within one business day tothe subscriber as will any redemption or transfer request. However, such subscriptions, redemptions or transfers shall beeffected 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

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 sharesin 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 wheresuch a tranche is already fully subscribed or when the subscriber does not hold at least the same number of shares beingsubscribed 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 inthe 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 theaccount 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 designatedfinancial year end being the 30th November 2009 and annually thereafter. The Company is at liberty if it chooses to disclosethe 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 statedin this Offering Memorandum have changed. A strong or positive audit is not a variation of the risks associated with thisinvestment as laid down in this offering.

The auditors anticipated to conduct the annual audit of the Company areTurner Warren, CharteredAccountants, though thismay 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 noongoing supervision of the offering exists.

Because this is an unregulated offering of unlisted shares, this offering is private and restricted to Quatro members and toclose 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 besophisticated 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 followsPre-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, closingdate 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


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 bereceived in full by 11.00 a.m. GMTon the final working day of that week.After this time any of these activities will be deemedto 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 ofa 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 begiven by the subscriber. The shares will be redeemed on the nearest following dealing day. This notice period is concurrentwith 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 inwhole or in part if the Company has sufficient cash reserve to do so or it does not effect the Company’s ability to tradeeffectively. 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 requestin 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 beunable 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 bythe Company.

Redemption requests must be made to the Administration and Transfer Agent by completing the redemption request format 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 andTransfer 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 theClass B non-voting shares sub class A being the subject of this offering at any time for any reason without notice to thesubscriber at the then prevailing share price. However, where possible, the Company will give 30 days notice and reasoning.


page 40

Transfer of Shares

The transfer of shares from one subscriber to another is permitted, however any such transfer must be approved by theCompany 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 sharesbeing 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 tomake 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 liabilitiesincurred by a subscriber are for the subscriber’s own account. The Company shall in no way be liable for any tax liabilitiesaccrued 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 theCompany 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 thenprevailing share prices.

This form of share trading shall take effect without notice requirements and in all cases any effected share trade shall berecorded 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 thesystem 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 toits 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 ornearest 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 tosubscribers within 30 days thereafter. Payments of dividend shall be made by electronic wire transfer to the last known bankco-ordinates of the subscriber or to the subscriber’s Quatro e-bank account if one is held by the subscriber.


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 theAdministration 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 toand 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 noticetimes or period and should be avoided.

Notices for the attention of Quatro Finance Limited or the Administration and Transfer Agent should be posted or courieredto:


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 Limitedand Saphrau Inc fax:

Quatro Finance Limitedtelephone:

[email protected]

[email protected]

+(*00) 1866 634 1028

+46 1339 00444

Saphrau Inc telephone: +(*00) 1866 634 1021*Prefix only required if calling from inside Europe


page 42

ADDITIONAL INFORMATION

Lending features:

Quatro membership:

Forward Subscriptions:

The Company may advance funds on a short term loan basis to subscribers againsta pledge of shares, up to the face value of the shares at the Company’s absolutediscretion 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 todo 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 shareprice on the day of subscription. However, subscribers may only purchase shares infuture dated offerings to a value not exceeding the number of shares they hold in thecurrent offering unless the current offering is fully subscribed in which case there areno limitations.

The Company is unaware of any litigation pending, any unsatisfied judgments against it or any proceedings to whichthe Company is a party. The Company knows of no legal action pending, threatened or judgments entered against anyofficers 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 andrelating to it the Company’s products and plan of operations, its management and financial condition, this offering, andany other matter relating to this offering.

The Company will afford prospective investors and their professional advisors the opportunity to ask questions of, andreceive 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 toverify the accuracy of any information set forth in the Offering Memorandum. All such information and materials will bemade 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 financialposition or results of operations of Quatro Finance Limited had the transactions and events assumed therein in factoccurred on the dates specified, nor are they necessarily indicative of the results of operations that may be achieved inthe future.

Any unaudited pro forma financial information is based on certain assumptions and adjustments described in the notesto the unaudited pro forma financial information and should be read in conjunction therewith. Any unaudited pro formafinancial 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 containingsuch 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 OfferingMemorandum, 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 resultof the risk factors set forth above and the matters set forth or incorporated by reference in this Offering Memorandumgenerally. The Company undertakes no obligation to publicly release the result of any revisions to these forward-lookingstatements that may be made to reflect any future events or circumstances. The Company cautions any prospectivesubscriber, 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 bestof their knowledge all information as laid out is correct at the date hereof. The directors accept responsibility for theinformation 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 ofsubscribing 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 perceivedby any subscriber or potential subscriber as a result of subscribing or not subscribing for shares in the Company.



REDEMPTION FORM

To make a redemption request this form should be completed as fully as possible and should be forwarded directly tothe Administration and Transfer Agent by fax, email or post/courier to:

BPM45062,34Parcd’ActiviteSyrdall,L-5365Munsbach,Luxemburgorbyemailto:[email protected] or by faxto: +(*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 notpreviously 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


E AX M

PLE

Contact Details:

Investor Relationship Managers:

Administration Helpline:

*00+46 1339 00444

*00+1866 634 1021

Fax: *00+1866 634 1028* Prefix only required if calling from inside Europe

Quatro Finance Limited - AdministrationPOSTALADDRESS ONLY


[email protected]

[email protected]

web: www.quatrofinancemembers.com
