CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM by jolinmilioncherie

VIEWS: 98 PAGES: 52

									    The Lloyds Manhattan Corporation
          (a Florida Corporation)


             CONFIDENTIAL
                     MAY 2012

    OFFERING OF SHARES SUBSCRIPTION

This offering is authorized and regulated through
   the Securities and Exchange Commission
             under Regulation 506(d)

    Authorization number 0001490258-10-000001

        $5,500,000 ($5.5 Million) USD Offering

                    1100 Units of
              Private Company Shares
              Priced at $5,000 per Unit

        (1 Unit being 1000 Company Shares)

       Minimum Investment is $5,000 (1 Unit)
This is a private offering of Redeemable 6.5% preferred shares of the Lloyds Manhattan Corporation,
which is a Florida Corporation (the “Company”). Company is offering to a limited number of accredited
investors’ redeemable shares (“Unit” or “Units”) in a private offering that is exempt from regulations
under Federal Securities Laws, upon the terms and conditions set forth in this memorandum
(“Memorandum”).The minimum investment in the Units is $5,000. Company will use all of the
proceeds of this offering to successfully execute Company’s business plan.

  Holders of Company’s preferred Units will be entitled to annual distributions for five [5] years at an
    annual rate of 6.5% on preferred Units (as an annual dividend) until the sixth [6th] anniversary of
  issuance, at which time the holder may request that the preferred Units be redeemed by Company.
Company’s preferred Units will be evidenced by the issuance of preferred Units in Company, which are
               referred to as “Company Preferred Units” throughout this Memorandum.

AN INVESTMENT IN THE UNITS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. SEE
“SPECIAL CONSIDERATIONS & RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH ANY PURCHASE OF THE UNITS. THERE IS NO
PUBLIC MARKET FOR ANY OF COMPANY’S SECURITIES AND NO SUCH MARKET IS EXPECTED TO
DEVELOP FOLLOWING THE PLACEMENT OF THE UNITS AND SIGNIFICANT RESTRICTIONS ON
TRANSFER WILL APPLY. YOU SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF YOUR
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND BE ABLE TO WITHSTAND A TOTAL LOSS OF
YOUR INVESTMENT.

NEITHER THE UNITS NOR THE OFFERING OF THE UNITS HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE OR OTHER
SECURITIES LAW, AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
OR OTHER REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM OR APPROVED OR ENDORSED THE TERMS OR MERITS OF THE UNITS UNDER THIS
OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

  Company will use a marketing company with experience of selling stocks to accredited investors in
       connection with the offering of the Units to sell shares on a commission agreement.

            Please direct all enquiries regarding Company and the offering of the Units to:

                            THE LLOYDS MANHATTAN CORPORATION
                                   402 Fairlane Drive. Mayfield,
                                     Kentucky, 42066, USA

                          Email office@lloydsmanhattancorporation.com




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TABLE OF CONTENTS

NOTICE TO PROSPECTIVE INVESTORS                 4

SECURITIES LAWS AND RESTRICTIONS                7

CONFIDENTIALITY AND RECIPIENT’S UNDERTAKINGS    8

NOTE ON FORWARD-LOOKING STATEMENTS              9

SUMMARY OF THE UNIT OFFERING                    11

USE OF PROCEEDS                                 14

CAPITALIZATION                                  18

BUSINESS MODEL AND BUSINESS INFORMATION         19

MANAGEMENT                                      31

BENEFICIAL OWNERSHIP OF COMPANY                 32

PROJECTION OF FUTURE INDEBTEDNESS               33

DESCRIPTION OF THE UNITS                        34

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS      37

INVESTOR SUITABILITY STANDARDS                  38

PLAN OF OFFERING                                39

LEGAL MATTERS                                   40

ANTI-MONEY LAUNDERING CONSIDERATION             41

AVAILABLE INFORMATION AND QUESTIONS             42

SPECIAL CONSIDERATIONS & RISK FACTORS           43

NOTICES FOR U.S. INVESTORS                      47


APPENDIX A – SUMMARY OF FINANCIAL PROJECTIONS   48




                                                     3
NOTICE TO PROSPECTIVE INVESTORS

This Memorandum has been prepared solely for the purpose of enabling prospective investors to
determine whether they wish to proceed with further investigation of Company with a view to making an
investment in the Units.

This Memorandum is not intended to form the basis of any investment decision and does not attempt to
present all the information that prospective investors may require for the purposes of making an
investment decision.

Company anticipates providing prospective investors with the opportunity to ask questions, receive
answers, obtain additional information and complete their own due diligence review concerning
Company and the offering of the Units prior to entering into any agreement to purchase Units.

By accepting delivery of this Memorandum, you agree to undertake and rely on your own independent
investigation and analysis and consult with your own attorneys, accountants and other professional
advisor’s regarding Company and the merits and risks of an investment in the Units, including all
related legal, investment, tax and other matters.

By accepting delivery of this Memorandum, you agree that all information included in this Memorandum
and otherwise furnished in connection with this offering is submitted to you on a strictly and permanent
confidential basis, (except as indicated below or otherwise expressly agreed in writing by Company).
Any reproduction or further distribution of this Memorandum or any such information is strictly
prohibited.

By accepting delivery of this Memorandum, you agree that neither you nor any of your employees,
agents or advisor’s will use this Memorandum or any such information for any purpose other than
evaluating Company and the offering of the Units. (Except as indicated below or otherwise expressly
agreed by Company), you also agree not to disclose to any lay person the fact that you have received
this Memorandum or any such information or any terms, conditions or other information with respect to
Company.

If you decide not to participate in this offering, or if Company so requests, you agree to promptly return
this Memorandum and all other materials received in connection therewith without retaining any copies
thereof.

By accepting delivery of this Memorandum, you agree that neither Company nor any of their respective
affiliates shall have any liability for any information included in this Memorandum or otherwise made
available in connection with this offering, except for liabilities expressly assumed by Company in the
definitive subscription agreement and related documentation for each purchase of Units. Without
limitation of the foregoing, Company makes no representation or warranty as to the accuracy or
completeness of any information included in this Memorandum or any other information written or oral,
or any document made available in connection with this offering.

Until the execution of definitive purchase documentation for the purchase of the Units, Company
reserves the right, at its sole discretion and for any reason, to modify or amend the terms of the Units,
to approve or disapprove any prospective investor, to accept or reject, in whole or in part, any
subscription, to allot to any investor fewer Units than the number sought by such investor and to
withdraw from any further discussions, negotiations or transactions.

Neither Company nor any of their respective affiliates will have any liability or obligation whatsoever to
any prospective investor in the event of any of the forgoing.

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This Memorandum speaks as of the date hereof. Neither the delivery of this Memorandum nor any
eventual sale of the Units shall, under any circumstances, imply that the information contained herein is
correct as of any future date or that there has been no change in Company or Company’s affairs after
the date hereof. Nothing contained herein is, or should be relied upon as, a promise or representation
as to future performance. Neither Company nor any of their affiliates undertake any obligation to update
or revise the Memorandum.

This Memorandum is intended solely for the use of the prospective investor to whom this Memorandum
is initially provided This Memorandum does not constitute an offer to sell to or solicitation of an offer to
purchase from any investor or in any jurisdiction in which such an offer or solicitation is not authorized
or would be unlawful.

Each investor must comply with all legal requirements in each jurisdiction in which it purchases, offers
or sells the Units or possesses this Memorandum, and must obtain any consent, approval or
permission required by it in connection with the Units or the offering. Neither Company nor any of their
respective affiliates make any representation or warranty regarding, or shall have any responsibility for,
the legality of an investment in the Units under any securities or similar laws. Prospective investors are
not to construe the contents of this Memorandum as investment, legal, business or tax advice of any
kind.

This Memorandum may contain descriptions of the Units and certain other documents relevant to this
offering that do not set forth all the information that is included in or may be derived from those
documents. You should read the complete text of the documents carefully and in their entirety prior to
making any investment decision. You may request copies of the documents from Company.

Any financial projections and other statements of anticipated future performance that are included in
this Memorandum or otherwise furnished in connection with the offering are for illustrative purposes
only and are based on assumptions by Company’s management that are subject to significant risks and
uncertainties and may prove to be incomplete or inaccurate.

Actual results achieved may vary from the projections and the variations may be material. Variations in
the assumptions underlying the projections may also significantly affect projected results. The
projections contained in this Memorandum were not prepared with a view toward compliance with
published guidelines of the American Institute of Certified Public Accountants or generally accepted
accounting principles and have not been examined, reviewed or compiled by Company’s independent
certified accountants.

Prospective investors should read these projections and other forward-looking statements in
conjunction with the risk factors, historical financial data and other information included in this
Memorandum or otherwise furnished in connection with this offering for additional factors that could
cause actual results to differ materially from those projected.

No representation or warranty of any kind is made with respect to the accuracy or completeness of the
financial projections or other forward-looking statements, any assumptions underlying them, the future
operations or the amount of any future income or loss. Without limitation of the foregoing, neither
Company nor Company’s accountants express any opinion or other form of assurance with respect to
such matters and prospective purchasers of Units are cautioned not to place reliance thereon.

Certain of the information contained herein concerning economic trends and performance is based
upon or derived from information provided by third-party consultants and other industry sources.
Company has not independently verified and cannot assure the accuracy of any data obtained by or

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from these sources.

THE UNITS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR
AN EXEMPTION FROM REGISTRATION THEREUNDER AND AS OTHERWISE PERMITTED
UNDER APPLICABLE LAWS AND UNDER THE DEFINITIVE DOCUMENTATION TO BE ENTERED
INTO IN CONNECTION WITH THIS OFFERING.




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SECURITIES LAWS AND RESTRICTIONS

Although this Offering has been approved under the rules of the United States Securities and
Exchange Commission the Units themselves have not been approved by the United States Securities
and Exchange Commission, any state Securities Authority or any other United States or non- U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of
the Units or the accuracy or adequacy of this Memorandum. Any representation that is given to the
contrary is unlawful.

Any eventual purchase of the Units by a prospective investor is to be made upon reliance of an
exemption from registration under the Securities Act for an offer and sale of securities not involving a
public offering.

This Memorandum is being made available to prospective investors so as to comply with the
requirements of such a private placement exemption. Any further reproduction or distribution of this
Memorandum, in whole or in part, is unauthorized and could result in a violation of the Securities Act.

The Units are subject to restrictions on purchase, transferability and resale and may not be purchased,
transferred or resold except as permitted under Company’s Certificate of Formation and Company’s
Operating Agreement and as permitted under the Securities Act and any applicable state or non-U.S.
securities laws, pursuant to registration there under or exemption there from. Prospective investors
should be aware that they may be required to bear the financial risk of this investment for an indefinite
period of time.




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CONFIDENTIALITY AND RECIPIENT’S UNDERTAKINGS

The information contained in this Memorandum is confidential and proprietary to Company. By
accepting delivery of this Memorandum, the intended recipient is deemed to have acknowledged and
agreed to the following:

      the information contained in this Memorandum will be used by the recipient solely for the
       purpose of deciding whether to proceed with a further investigation of Company;

      this Memorandum or information derived from this Memorandum will be kept in strict confidence
       and will not, whether in whole or in part, be released or discussed by the recipient, nor will any
       reproductions of such information be made, for any other purpose other than an analysis of the
       merits of an eventual investment in the Units by its intended recipient; and

      upon the written request of Company or any entity forming a part of Company, this
       Memorandum, any other documents or information furnished and any and all reproductions
       thereof and notes relating thereto will be promptly returned to Company or such entity, as
       applicable.




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NOTES ON FORWARD-LOOKING STATEMENTS

This Memorandum includes forward-looking statements. Forward-looking statements can be identified
by the use of forward- looking terminology such as “believes,” “estimates,” “projects,” “expects,” “may,”
“might”, “intends,” “will,” “should” or “anticipates” or the negative thereof or similar terminology.

These statements appear in a number of places in this Memorandum and include statements regarding
Company’s intent, belief or current expectations with respect to, among other things: financial
projections regarding Company’s future financial performance and condition, trends affecting
Company’s financial condition and results of operations and Company’s business and growth
strategies. Forward-looking statements are subject to risks uncertainties and assumptions about
Company, including:

      supply and demand changes for services and products delivered by Company; and

      additional risks are described in “Special Considerations and Risk Factors.”

In light of these risks, uncertainties and assumptions, Company can give no assurance that the events
disclosed in the forward-looking statements in this Memorandum will in fact transpire. Company
undertake no obligation to publicly update or revise any forward-looking statements, whether as the
result of new information, future events or otherwise. Company expressly disclaims any representation
regarding any forward-looking statements. All forward-looking statements in this Memorandum are
expressly qualified by the foregoing cautionary statements.

For a more detailed discussion of the business and economic risks to which Company is subject, see
“Special Considerations and Risk Factors.”

This Memorandum speaks as of the date hereof. Neither the delivery of this Memorandum nor any
eventual sale of the Units shall, under any circumstances, imply that the information contained herein is
correct as of any future date or that there has been no change in Company or Company’s affairs after
the date hereof. Nothing contained herein is, or should be relied upon as, a promise or representation
as to future performance. Neither Company nor any of their affiliates undertake any obligation to update
or revise the Memorandum.

Any financial projections and other statements of anticipated future performance that are included in
this Memorandum or otherwise furnished in connection with the offering are for illustrative purposes
only and are based on assumptions by Company’s management that are subject to significant risks and
uncertainties and may prove to be incomplete or inaccurate. Actual results achieved may vary from the
projections and the variations may be material. Variations in the assumptions underlying the projections
may also significantly affect projected results.

The projections contained in this Memorandum were not prepared with a view toward compliance with
published guidelines of the American Institute of Certified Public Accountants or generally accepted
accounting principles and have not been examined, reviewed or compiled by Company’s independent
certified accountants. Prospective investors should read these projections and other forward-looking
statements in conjunction with the risk factors, historical financial data and other information included in
this Memorandum or otherwise furnished in connection with this offering for additional factors that could
cause actual results to differ materially from those projected.

No representation or warranty of any kind is made with respect to the accuracy or completeness of the
financial projections or other forward-looking statements, any assumptions underlying them, the future
operations or the amount of any future income or loss. Without limitation of the foregoing, neither

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Company nor Company’s accountants express any opinion or other form of assurance with respect to
such matters and prospective purchasers of Units are cautioned not to place reliance thereon.

This Memorandum is intended solely for the use of the prospective investor to whom it is initially
provided. It does not constitute an offer to sell to, or solicitation of an offer to purchase from any
investor, or in any jurisdiction in which such an offer or solicitation is not authorized or would be
unlawful. Each investor must comply with all legal requirements in each jurisdiction in which it
purchases, offers or sells the Units or possesses this Memorandum, and must obtain any consent,
approval or permission required by it in connection with the Units or the offering.

Neither Company nor any of their respective affiliates make any representation or warranty regarding,
or shall have any responsibility for the legality of an investment in the Units under any securities or
similar laws. Prospective investors are not to construe the contents of this Memorandum as investment,
legal, business or tax advice of any kind. This Memorandum may contain descriptions of the Units and
certain other documents relevant to this offering that do not set forth all the information that is included
in or may be derived from those documents. You should read the complete text of the documents
carefully and in their entirety prior to making any investment decision. You may request copies of the
documents from Company.




                                                                                                         10
SUMMARY OF THE UNIT OFFERING

The following summary provides an overview of the material terms and conditions of the Units and
Company Preferred Units.
Company                          The Lloyds Manhattan Corporation, a Florida Corporation was
                                 established on 10th April 2010 to establish itself in Banking and
                                 Insurance operating a private bank from S.E. Asia serving global
                                 client.

                                  As a start up Company it seeks capital to implement its business
                                  plan and will use the proceeds of this offering to obtain banking
                                  licences and shall establish a subsidiary company which will be
                                  known as Global Private Banking Services Limited which will be
                                  established to trade from SE Asia as a Private Bank which will also
                                  offer insurance products through regional agents.

                                  Company will also use certain proceeds to set up a hedge fund to
                                  seek investors ($125 Million) for an affiliated entity; Global Concept
                                  (Thailand) Limited which has been granted rights on a rubber
                                  plantation and adjoining land in Thailand which will be marketed as
                                  an investment opportunity through the website:
                                  www.rubberinvestment.com

Securities Being Offered          Preferred shares sold as Units representing a redeemable 6.5%
                                  preferred interest in Company, referred to as Units in this
                                  Memorandum.

                                  The total Units represent 10.1% of Company stock and each Unit is
                                  priced at $5,000.

                                  Investors in Company who invest at least $100,000 under this
                                  PPM will also be granted free stock certificates in the Rubber
                                  Plantation. www.rubberinvestment.com

                                  For each 20 Units purchased ($100,000 investment) this will
                                  entitle the investor to 1 Unit in the Rubber Plantation (1
                                  Hectacre – value $25,000) which will be fully traded through
                                  the Hedge Fund.

Total Offering Price              $5,500,000 ($5.5 Million)

                                  The minimum investment in the Units is $5,000 (1 Unit)

Investors                         Accredited investors (as defined under Regulation D promulgated
                                  under the Securities Act) approved by Company.

Ownership of Company              The founders of Company, Dr. John Brown & Mr. Richard Nall (the
                                  “Founders”) currently hold 100% of the shares in Company.

Distributions on Company          Company Preferred Units will rank senior to the Common Units and
Preferred Units                   other equity interests of Company in payment of current and


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                               liquidating distributions.

                               Distributions on account of Company Preferred Units will be
                               payable for five (5) years at an annual rate of 6.5% and may be
                               redeemed upon request at the sixth (6th) anniversary of purchase.
                               Distributions by Company will be payable on an annual basis
                               (each, a “Payment Date”).

                               The annual distribution rate will increase to 8% following such time
                               that Company fails to pay full annual distributions on two (2)
                               consecutive Payment Dates and until all accrued but unpaid
                               distributions are paid in full or the Redemption Price (as defined
                               below) has been paid;

                               In addition, Company Preferred Units will be entitled to receive an
                               annual tax distribution equal to any tax payable with respect to
                               any taxable income allocated in excess of cash distributions on
                               account of such interests, or phantom income, if any, attributable to
                               any premium described below in “Redemption of The Company
                               Preferred Units and the Units.” Distributions will be payable by
                               Company on account of its Units from excess cash flow.

Redemption of Company          Company Preferred Units may be redeemed upon request by
Preferred Units                the holder on the sixth (6th) anniversary of the date of issuance, for
(the “Redemption Price”).      an aggregate amount equal to $5,500,000 plus a premium
                               sufficient to produce a 6.5% annual return based on five (5) years
                               on such amount, (8% for all distribution non-payment periods) from
                               the date of issuance of Company Preferred Units, taking into
                               account all distributions previously paid on account of Company
                               Preferred Units.

                               Company may redeem Company Preferred Units in whole or in part
                               at the Redemption Price at any time before the sixth (6th)
                               anniversary of their issuance.

                               Upon a partial redemption of Company Preferred Units, Company
                               will offer to redeem a similar portion of its Units. Upon a full
                               redemption of Company Preferred Units Company will distribute the
                               net distribution proceeds as a liquidating distribution to its Unit
                               holders.

Liquidation Distributions on   Upon a liquidation of Company (including a sale of material assets
the Company Preferred Units    or operations), Company Preferred Units will be entitled to receive
                               the greater of (i) the Redemption Price, and (ii) the liquidation
                               amount payable on account of the Common Units underlying
                               Company Preferred Units, assuming the prior conversion of all
                               previously unconverted Company Preferred Units. Company
                               Preferred Units will rank senior to the Common Units (and any
                               other class or series of equity interests in Company) in liquidation.

                               Company will distribute as a liquidating distribution to the Unit
                               holders the net liquidation proceeds that it receives on account of

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                                       Company Preferred Units.

                                       At the direction of three-quarters (¾) of the share holders,
                                       Company will be liquidated. In such event, Company shall distribute
                                       Company Preferred Units to all Unit holders.

Anti Dilution Protection for the       Company Preferred Units will be entitled to standard weighted
Company Preferred Units                average anti-dilution protection for issuances of Common Units at a
                                       price below the conversion price (with exceptions for Common
                                       Units issued pursuant to employee stock option and stock incentive
                                       programs not to exceed in the aggregate 6.5% of the initially issued
                                       Common Units). Upon Company becoming party to merger,
                                       recapitalization, consolidation, sale of all or substantially all of its
                                       assets or similar event, conversion shall be into the kind and
                                       amount of securities, cash or other property receivable that would
                                       have been received by the holders of Company Preferred Units if
                                       they had converted to Common Units immediately prior to such
                                       event.

Management of Company                  Company will be controlled by a Board of Directors which will
                                       include the founder. The founders will seek to appoint further
                                       members of the Board and will consider granting appointments to
                                       investors in Company who have experience which would benefit
                                       Company.

                                       The day to day operations will be conducted by experienced
                                       managers and staff selected by the Board of Directors.

Transfers                              Company Preferred Units and the Common Units may only be
                                       transferred with the prior written consent of the board of managers
                                       of Company, which consent may not be withheld without a valid
                                       business reason.

Pre-Emption Rights                     The Unit holders will not have any pre-emption rights in the event of
                                       future equity issuances by Company.


                                   .




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USE OF PROCEEDS

The Lloyds Manhattan Corporation will trade as Global Private Banking Services Limited; it will
seek to purchase and obtain:

      Operational Banking Licenses
      Deposit paid up capital
      Pay in Country Jurisdictional fees
      Purchase real time trading software and develop an online banking portal
      Website and hosting
      Telemarketing office and facilities
      Retention of professional speaker for seminars
      Hotels, flights and support staff for above
      Marketing
      Branch office fees, visas and work permits
      Directors’ salaries
      Attorneys’ fees
      Accountants’ fees
      Company Reserves

The Lloyds Manhattan Corporation will establish a Hedge Fund to trade in a Rubber Plantation
which is marketed through www.rubberinvestment.com

With a private bank license Global Private Banking Services Limited will be registered as a private bank
and be eligible to carry out full service banking and insurance businesses worldwide.

The locality for incorporation of Global Private Banking Services Limited is defined as a pure tax haven,
and commercial activities in the country have been greatly influenced by this status. It has an extremely
active financial centre; it is engaged in the administration and management of offshore companies,
trusts & banks.

The extensive business and financial facilities available that have resulted from its pure tax haven
status for both residents & non-residents means there are no personal or corporate income taxes, no
estate or gift duties, no capital gains taxes, no exchange controls, and extensive privacy laws.

Since becoming an independent nation in 1980, this country has deliberately set out to be extremely
attractive to international investors with company laws modelled broadly on Caribbean tax havens and
some of the world’s most severe banking and business secrecy laws. Penalties for disclosing
information can be up to US$100,000 or / and five year prison term.

Tax liability and tax evasion in other countries are not enforced by its courts. Any court proceedings
involving an international company are held in secret, in the judge's private office and the matter is not
publicized.

Global Private Banking Services Limited will function primarily through a Branch Office in SE Asia
(Bangkok) and this will be the regional base for SE Asia and the Middle East. As it will be a “Private
Bank” this Branch Office will not be open to the general public and services will only be available on a
minimum of 24 Hours notice by appointment.

As the business develops Company will seek to open other regional offices e.g. Hong Kong. Qatar,
Singapore, Dubai.

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Global Private Banking Services Limited will have a comprehensive website which will detail all the
services offered and identify the head office in the pure tax haven and the regional S.E. Asian office in
Bangkok. The website will allow clients to access their accounts on line and transfer funds in and out.

Clients will be able to phone the registered head office and this will be a virtual service that will divert to
the SE Asia office which will be available 24 hours a day for customer care staff to deal with telephone
enquiries.

Global Private Banking Services Limited will only accept clients who can place on deposit a minimum of
$300,000 USD – (maintaining at least $200,000 USD). This will allow them to be offered preferential
credit cards through the bank, preferential interest rates on deposits and specialist financial services.

The funding of the bank will not be subject to any market fluctuations or runs on banks as was the case
when several banks went out of business in 2008/2009 as our clients will only be high net worth
individuals who can only access our personal services on at least 24 hours notice.

Through the Rubber Investment, Global Private Banking Services Limited will establish a Hedge Fund
and will seek to bring in $125 Million USD of investment towards the Hedge Fund. Once the bank has
$100s millions of USD under its control this will allow us to secure investments on a long term basis.

Global Private Banking Services Limited will retain the services of an outsourced fund manager to
invest client Funds within the Hedge Fund. The role of the Directors will be to run the private bank at a
macro level marketing the services and working with clients to identify their needs and establish
our clients risk criteria in respect of investments.

Within 3-5 year Global Private Banking Services Limited intended to have at least 3 hedge funds
under the corporate umbrella with total investment of at least $1Billion.

Global Private Banking Services Limited will employ a team of marketing and telesales professionals
who will be given the resources to contact high net worth individuals across the SE Asia, Middle
East, EU and USA.

Once contacted we will invite the potential clients to seminars in regional capitals where we will present
our services to high net worth individuals and we will have quality literature available to be sent
either by post or via secure download through the website. This will be professionally written material
and we will also have DVD media that will give informative information on our private banking services.

Global Concept (Thailand) Limited has been established as a subsidiary of the Lloyds Manhattan
Corporation to develop links in SE Asia and it has the legal rights to trade and own land in Thailand.
The business model was based on in country knowledge gained whilst Dr. John Brown worked as an
Attorney in Bangkok.

The Founders have developed substantial links throughout S.E. Asia and have assisted overseas
investors in locating various investment opportunities in Thailand, Cambodia and Vietnam
(predominantly: Hotels, Condo Developments and Golf Resort opportunities).

In 2009 Dr. Brown acted as the agent for the sale of a large rubber plantation in Cambodia. Having
developed links with agents in the rubber industry and gaining a full understanding of the investment
potential for rubber plantations he then sought out other opportunities in SE Asia.



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Company has gained the rights on a large rubber plantation in NE Thailand and also large tracts of
adjoining land which can be developed as rubber plantations and through the website
www.rubberinvestment.com sets out the scope of the investment along with a downloadable
prospectus to either sell individual hectares to individual investors or 250 hectares plots to institutional
investors.

Company will establish a hedge fund to offer the shares in the rubber plantation to international
investors.




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The following table sets out uses of proceeds from the offering for a 2 year period

Source of Funds from Offering:                       Max Proceeds $5,500,000

Global Private Banking Services Limited              2 Year Totals
Operational banking licenses                         $275,000
Paid up banking capital                              $400,000
In country Jurisdictional fees - $35,000 p.a.        $70,000
Real time trading software and online banking        $16,000
portal- $8000 p.a.
Website design and hosting                           $10,000
Telemarketing office and facilities - $20,000 p.a.   $40,000
Retention of professional speaker for seminars –     $50,000
10 x $2500 p.a.
Hotels, flights and support staff for above -        $20,000
$10,000 p.a.
Marketing - $150,000 p.a.                            $300,000
Branch office fees, visas and work permits -         $60,000
$30,000 p.a.
Directors salaries = 2 x $95,000 p.a.                $380.000
Senior Executives salaries = 2 x $75,000             $300,000
Staffing Costs                                       $200,000

Rubber Investment.Com
Hedge Fund Manager                                   $300,000
Marketing - $150,000 p.a.                            $300,000
Further Land Acquisitions                            $450,000

Other Group Fees
Attorneys’ fees - $100,000 p.a.                      $200,000
Accountants’ fees - $40,000 p.a.                     $80,000

Offering fees
Brokers fees at 3.5%                                 $192,500
Repayments of founders loans to Company              $500,000

Reserves
To protect against increased licence fees or capital $1,000,000
banking requirements or and litigation proceeding
TOTAL                                                $5,193,500




                                                                                      17
CAPITALIZATION

The following table sets forth Company’s capitalization on a combined historical basis as of 1st May
2012 and on a pro forma basis after giving effect to this offering. The following table also assumes that
Company sells $5,500,000 of Units and applies the proceeds of this offering in the manner described in
“Use of Proceeds.”

1st May, 2012

Actual      | After the Offering

Preferred Units (1) .…………………………………………………………………….$5,500,000

Common Units (2) ……………………………………………………………………....$500,000

Total Capitalization..……………………………………………………………………$6,000,000

   (1)   Represents the Preferred Units in this offering
   (2)   Capital investment made by the Founders

Dilution
Dilution represents the difference between the offering price of the Units and Company’s net tangible
book value per Unit immediately after completion of the Offering. As a result of the sale of the
maximum number of Units offered hereby, there would be a substantial increase in the net tangible
book value of Company’s Interest Units and the purchasers of the Interest Units hereunder would suffer
substantial dilution of the net tangible book value of the Units.

THEREFORE, THE UNITS OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY
PERSON CONSIDERING AN INVESTMENT IN THE UNITS SHOULD BE AWARE OF ALL THE
RISKS SET FORTH IN THIS MEMORANDUM (SEE “SPECIAL CONSIDERATION & RISK
FACTORS”) AND SHOULD CONSULT WITH THEIR LEGAL, TAX, AND OTHER FINANCIAL
ADVISOR PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY AND
AFFORD TO LOSE A PORTION OR ALL OF THEIR INVESTMENT AND HAVE NO NEED FOR A
CURRENT RETURN ON THEIR INVESTMENT HEREOF.




                                                                                                       18
BUSINESS MODEL AND BUSINESS INFORMATION

Company Information
The Lloyds Manhattan Corporation is seeking a capital injection of $5.5 Million USD. It is a Florida
Corporation which has been incorporated to do business within private banking as Global Private
Banking Services Limited and is also the parent company of a subsidiary company in Thailand (Global
Concept (Thailand) Limited which will source investment opportunities in S.E. Asia and these will
support and complement each other and so allow them all to be $multimillion USD entities within 3-5
years.

The companies under the corporate umbrella of the Lloyds Manhattan Corporation will be:

   1. The Lloyds Manhattan Corporation (doing business as): Global Private Banking Services Limited
      which is to be formed as a private offshore bank which can also offer insurance services,
      operating globally with a regional office in SE Asia.

   2. Global Concept (Thailand) Limited which is the medium to host www.rubberinvestment.com to
      offer shares through a $125 Million Hedge Fund offer in Rubber Plantations in Thailand

Business Strategy
We seek for the Lloyds Manhattan Corporation to hold private banking licenses which will allow it to
operate as a Private Bank and also provide Insurance products and financial services products

This is a proposal to obtain an offshore private banking license (Global Private Banking Services
Limited) and open an office as a branch of the private bank in SE Asia (Bangkok) which will be a
private facility offering clients who want to deal with the bank on a personal level a regional venue
which is easily accessible to clients throughout SE Asia and the Middle East and where by
appointment, they can discuss their investments and private banking requirements.

Funds will be held by the private bank and invested in funds and trusts by the private bank. Once we
have obtained our banking licences we will seek to also develop a hedge fund to raise an initial $125
Million to be invested in the Rubbed Plantation which is promoted on www.rubberinvestment.com and
develop by offer further agricultural investments throughout SE Asia.

The Private Bank will have a marketing team in place which will operate to locate high net worth
individuals in SE Asia, the Middle East, China, Russia, EU and USA and having contacted these high
net worth individuals and then sent out high quality literature to them, they will then be invited to attend
at private seminars in regional capital cities (e.g. Thailand, Singapore, Malaysia, Hong Kong, Korea,
Taiwan, Dubai ETC) where the benefits of operating through a private bank which is not subject to
national governments paranoia for spying on individuals following 9/11 will be explained. The Bank
will also promote private seminars in regional hubs through media advertising.

The bank will also be able to offer insurance products direct to its high net worth clients; this is a highly
profitable business. In January 2010 it was reported that bank holding companies boasted the best
insurance brokerage fee income in five quarters, with third quarter insurance brokerage fee income
reaching $3.05 billion, up 11.7% compared to $2.73 billion in third quarter 2008.
See: www.bankinsurance.com/home/home.htm




                                                                                                          19
The Industries

Private Banks
Although the banking crisis put banks in the spotlight last year these were invariable large monolithic
giants who simply had multiple bad loans on their books. Despite the grim headlines very few banks
were actually put out of business and less than 18 months on, the majority of banks that were named in
the banking crisis had turned the corner and are again showing major profits.

In the midst of the “Banking Crisis” it was not Private Banks in the headlines - it was mainly high street
conglomerate banks.

Even more important for high net-worth investors is the intrusion of the state into public life and the fact
that government are seeking to intrude into your emails, phone calls and bank accounts. Although
some logic can be attached following 9/11 there is no doubt that the Patriot Act in the USA and other
acts from various Governments worldwide have enabled them to simply snoop on private financial
matters for political means.

Private Banks still offer a high level of security and professionalism for clients who seek to keep their
financial affairs totally private. Across SE Asia and the Middle East there is little activity by private
banks, the status quo that such entities must be based in Switzerland or similar areas is not convenient
for high net worth individuals based in Singapore, Hong Kong, China, Taiwan, Korea, Dubai, USA ETC.
Having a branch office conveniently placed for these clients is a huge selling point over a bank based
in Switzerland.

As reported by Finance IQ in April 2010: Wealth for high net worth individuals is set to grow in China
and India to the tune of over US$4 trillion by 2018, according to an industry report by Capgemini and
Merrill Lynch. Combining with the pool of investable HNWI assets in South-east Asian countries such
as Indonesia and Singapore, the total wealth of Asia Pacific's rich is set to grow at a compound annual
rate of 12.8 per cent between 2006 and 2013, the highest globally. This means expansion and plenty
of business opportunities for private banks, boutique banks, independent financial advisors and family
offices.

Even in the depth of the crisis – March 2009 – the Wall Street Journal stated that banks were still
opening and depositors were rushing in.

They stated that: “One often overlooked piece to this puzzle is fresh capital injecting into brand new
lending institutions”.

In late January 2009, (as U.S. bank stocks tanked on nationalization fears), tiny Hanover
Community Bank on Long Island opened for business. On its opening day the bank was swamped
with customers and a desire to lure $20 million in cash by selling certificates of deposit attracted $43
million. As investors fled the stock market, some brought Hanover as much as $1 million at a time
according to bank officials.

While the U.S. financial system is going through its worst crisis since the Great Depression, it is a great
time to start a bank, some observers say. Former Federal Reserve Chairman Alan Greenspan recently
claimed he would open one himself if he were 50 years younger. The return on capital could be
impressive, the 83-year-old Mr. Greenspan said in an interview.

Between March 2008 – March 2009, 78 banks opened their doors in the U.S.A. according to the
Federal Deposit Insurance Corp.


                                                                                                           20
It is significant that any new banks are opening in the U.S. at all given the industry’s woes, including the
fourth-quarter net loss of $26.2 billion by federally insured commercial banks and savings institutions.

The Wall Street Journal stated that “with no black eyes yet”, start up banks looked appealing to
depositors who are looking for a safe place to park their cash — or are just tired of seeing their bank in
sombre headlines. A survey of 743 small banks released in March 2009 by the Independent
Community Bankers of America found that more than half had seen deposits increase due to new
customers, even after the financial crisis got much worse in September.

Insurance
No one in the region of SE Asia currently offers true international services aligned to a private bank to
offer complete anonymity while at the same time allowing returns to be made tax free.

What the experts are saying – Ref Indonesia:
According to Eddy Berutu CEO with AAJI (life Assurance Association in Indonesia) his estimate for the
Number of policy holders is a 25% to 30% hike in 2010.

He stated: “With only 10% of the population covered under life insurance, there is a great potential for
growth in the country’s life insurance industries. A prospering economy is cited as one of the primary
drivers for growth”

Our target market will be both international and domestic client and the ideal client is a working
individual who is claims free and has a disposable income aged between 33 – 64 who owns his own
home and car and is largely debt free. We will also target corporations and business in good standing
with adequate market share.

Rubber
Thailand will export some 50,000 tons of dried rubber to the international market by 2013, a large %
rise over the current 30,000 tons a Year, according to national media.

In 2009 the General Director of The Thailand Board of Trade stated:

"We hope that Thailand's exports of dried rubber will continue to rise as the new rubber trees which
have been planted over the past five Years under an expansion project are tapped for resin,”

In 2009 dried rubber was selling at 3,310 U.S. dollars per ton in Thailand, up from 2,800 U.S. dollars
over the previous Year.

Company forecasts a net annual profit of 25-30%.

Profile of the Region
Southeast Asia is one of the most populous, diverse, and dynamic regions of the world. There are more
than half a billion people, representing a wide range of economic and political systems. The region has
a multitude of cultures and religions both within and among nations. It has been the locus of the world’s
most dynamic economic growth, with many of its member countries achieving broad-based growth
rates and impressive gains in poverty reduction.

After overcoming the Asian financial crisis, insurance markets in Asia are at the start of a new growth
phase. This is predicted in a new Sigma Study carried out by Swiss Re. The study projects real growth
of 8.9% for life insurance over the coming years.


                                                                                                         21
At the close of the 1990s, Asian markets experienced an unprecedented collapse – and insurance
markets were drawn into the financial crisis. However, they have now recovered and are embarking on
a new phase of steady growth.

Experts from re-insurer Swiss Re came to this conclusion in their latest Sigma Study. The study
predicts: “The anticipated economic development promises to continue positively because of the
increasingly sound fundamentals. This region is therefore likely to remain one of the strongest growth
markets for |insurance in the world.”

The study envisages high growth rates, particularly in the area of life insurance. It predicts that life
Insurance business will experience real growth of 8.9% (conservative estimate) in the period 2005-
2010.

However, Asia’s biggest insurance market – Japan – is excluded from this growth forecast. Recent
years have seen a number of Japanese life insurance companies filing for bankruptcy and the study
only expects positive growth of 2.3%.

Above-average growth in China, India, and Southeast Asia
The life insurance market in South East Asia will experience greater than average growth, with the
Sigma Study predicting growth of nearly 10%. Head of Allianz Asia-Pacific in Munich, Heinz Dollberg,
expects even higher growth for India and China.

The study attributes this development not only to economic growth, but also to the tradition of high
levels of saving among the Asian population, aging populations in the different societies, as well as to
globalization and the associated developments.

Business Model for Each Entity:

Hedge Fund and Rubber Investment
The projection for the fund which will be managed through the private banking arm of the Lloyds
Manhattan Corporation is estimated to be at least $30 Million USD within 18 Months (by January 2014).

To secure the fund donations it is intended that an experienced international high net-worth fund raising
director will be recruited with the sole remit to solicit investment to the hedge fund from high net worth
individuals.

The International Fund Raising Director will have to be paid $150,000 - $200,000 USD per annum (on
an initial 2 year contract) and will also be granted a 2.5% stake in the Lloyds Manhattan Corporation
(based solely on performance) with a remit to raise at least $20 Million USD per annum from high net
worth individuals or corporations.

Global Private Banking Services Limited
With a Private Bank License – we will be able to:

   •   Market insurance services
   •   Conduct trading in foreign currencies
   •   Set up a hedge fund
   •   Offer credit reports
   •   Advertise worldwide
   •   Issue certificates of deposit
   •   Carry out online banking services
   •   Take deposits

                                                                                                           22
   •   Issue our own major credit cards
   •   Set up our own banking instruments
   •   Issue our own bank references
   •   Solicit funds from the general public
   •   Solicit funds from institutional investors
   •   Write our own credit ratings
   •   Write our own bank references
   •   Open Margin Accounts
   •   Give loans
   •   Issue guarantees
   •   Issue bonds
   •   Issue letters of credit
   •   Issue letters of recommendation etc.
   •   Financial instruments
   •   Offer leasing services
   •   Offer payment services
   •   Issue checks and credit cards
   •   Offer safe deposit services
   •   Carry out debt collecting services

With a private bank license we will be registered as a bank eligible to carry out business worldwide.
The locality identified for incorporation is a pure tax haven, and commercial activities in the country
have been greatly influenced by this status. It has an extremely active financial centre; it is engaged in
the administration and management of offshore companies, trusts & banks.

The Finance Centre Association encompasses the extensive business and financial facilities available
that have resulted from its "pure" tax haven status; because for both residents & non-residents there
are no personal or corporate income taxes, no estate or gift duties, no capital gains taxes, no exchange
controls, and extensive privacy laws.

Since becoming an independent nation in 1980, this country has deliberately set out to be extremely
attractive to international investors with company laws modelled broadly on Caribbean tax havens and
some of the world's most severe banking and business secrecy laws. Penalties for disclosing
information can be up to US$100,000 or / and five year prison term.

Tax liability and tax evasion in other countries are not enforced by its courts. Any court proceedings
involving an international company are held in secret, in the judge's private office, and the matter is not
publicized.

Regional Set Up
Global Private Banking Services Limited will function primarily through a Branch Office in Bangkok and
this will be the regional base for SE Asia and the Middle East. This Branch Office will not be open to the
general public and services will only be available on a minimum of 24 Hours notice by appointment.

We will have a comprehensive website which will detail all the services offered and identify the head
office and the regional Asian office. Clients will be able to phone the head office (where the bank is
registered) but this will be a virtual service that will divert to the regional office.

We have chosen Bangkok for a regional office based on the best political climate and legal rules to set
up a Branch Office in SE Asia it is a regional shopping hub for Middle East high net worth individuals
and has ease of access to Hong Kong, Singapore, Malaysia, China and Middle East ETC.


                                                                                                         23
The branch office will have to offer certain online banking facilities and an area will be secured to allow
Safety Deposit Boxes to be held. We will require a secure office location linked to worldwide market
information through media and internet and links established to preferred fund managers worldwide set
out in luxurious style to carry out business with high net worth clients.

We will only accept clients who can place on deposit a minimum of $300,000 USD – (maintaining at
least $200,000 USD) this will allow them to be offered preferential credit cards through the bank,
preferential interest rates on deposits and specialist services.

The funding of the bank will not be subject to any market fluctuations or runs on banks as was the case
when several banks went out of business in 2008/2009 as our clients will only be high net worth
individuals who can only access our personal services on at least 24 hours notice.

Once the bank has $100s of millions of USD under its control this will allow us to secure investments
on a long term basis.

We will retain the services of an outsourced fund manager to invest client funds. The role of the director
will be to run the private bank at a macro level and with clients identify their needs and if clients are
seeking little risk, medium risk or high risk investments.

We will employ a team of marketing and telesales professionals who will be given the resources to
contact high net worth individuals across the SE Asia and Middle East and quality literature will be
available to be sent either by post or accessed through secure download through the website. This will
be professionally written material and we will also have DVD media that will give informative
information on our private banking services.

The sole purpose of the literature and marketing teams will be so secure attendees at monthly
seminars to be held in different locations in the region, e.g. Dubai, Hong Kong, Singapore ETC. where
a full presentation will be given on offshore tax free investments and at these seminars sign up clients
to bank who understand the benefits of the private bank and the insurance arm of the private bank to
secure their finances in a responsible manners.

It is intended that a professional presenter with credibility on financial markets will be retained to make
these sales presentation at least 6 times per year, with local recruitment being carried out at the
seminar location for support staff.

The model is to get at least 25 -30 attendees as each seminar and sign at least 5 attendees on the day
to use the private banking services and take a financial investment product. This will raise deposits of
at least $1.5 Million USD per month in year 1.

Other customers will be found through select media advertising e.g. in flight magazines, money TV
channels, chambers of commerce magazines, through website inquires, through email lists, through
referrals by agents selling insurance and financial services products.

Our conservative plans are for the Private Bank to have $40 Million USD on deposit within 30 months.

As well as banking services Global Private Banking Services Limited will also be established as an
offshore stock reserve insurance and financial services company that will offer insurance and financial
services products to worldwide clients. We will be licensed in an offshore location and will function
through agents in strategically placed locations in SE Asia.



                                                                                                          24
We will operate through commission bases sales teams in capital cities in SE Asia who will be target
led by a sales manager – the sales manager will be paid a salary but the majority of his income will
come from commission he will get through the sales teams reaching targets.

This will NOT require a large physical presence in any country. We will operate from the regional office
in Bangkok but sales agents in e.g. Hong Kong, Malaysia, Singapore will work in the field and will
communicate through the regional office and a regional sales manager can run training seminars in
hotel facilities. Once regional teams have brought in substantial income streams only then will we look
at having a physical office in any other capital city.

We will seek to offer a variety of insurance products both to individuals and business and will expand
over 3 years into high income revenue insurance markets e.g. shipping and aviation.

The Insurance Agents will also be able to offer financial services which will be supported by the group
private bank and these will be a variety of funds and term deposits which will offer good returns to
investors’ tax free and without any scrutiny from the clients’ home government.

Our Insurance products will also be sold through the private bank to our high net worth clients as well
as to clients and business through the teams of commission based sales professionals, supervised by
a salaried and commission based sales managers in each region.

The group will operate from SE Asia to allow market penetration to high net worth clients in Singapore,
Bangkok, Hong Kong, Malaysia, Dubai, Saudi Arabia and the United Arab Emirates ETC.

      We will Investigate new markets that meet our marketing criteria by:

       a) having sales professionals who can target high net worth clients and business customers

       b) providing products suitable to our economic and social climate; and

       c) plans for the upload and download of insurance policies.

      We will seek to target high wealth individuals in SE Asia, the Middle East, the EU and USA as
       well as the increasing number of upwardly mobile families and of course, the huge Ex-pat
       communities in SE Asia, China, Korea, and to a lesser extent Japan.

      We will provide sales incentives to staff to meet sales goals of 10-15%.

      We will complete an insurance program for Ex-pats and upwardly mobile Asian families and
       formulate plans to acquire other agencies.

      We will be dedicated to providing insurance products that provide quality protection with value
       pricing. We wish to establish a successful partnership with our clients, our staff members, and
       our insurance agencies, that respect the interests and goals of each party.

      Our success will be measured by our clients choosing us because of their belief in our ability to
       meet or exceed their expectations of price, service, and expertise.

      We will have professional, knowledgeable and friendly sales staff that can empathize with our
       customers’ needs and circumstances and work to develop our brand identity.


                                                                                                         25
      Our strength will lie in the quality and depth of its products and staff. Our offices, unlike our
       competition, will be open six days a week to speak to clients.

      Our staff will be specialists in financial matters, commercial and personal insurance and we will
       recruit financial advisers that can properly service and underwrite business with high net worth
       individuals whilst at the same time offering our private banking services to them.

      The stock reserve products will be intrinsically linked to the private bank and will offer
       tremendous up-selling potential of products through the bank to clients.

The past few years have seen tremendous upheaval in the insurance industry. The number of players
has decreased in both the broker and company communities. Fraud has become a major issue for the
entire insurance industry.

SE Asia is a fertile ground to offer these services to and the number of high net-worth individuals in SE
Asia is due to surpass those numbers found currently in Europe and USA by 2012.

Keys to Success
We believe the keys to success in the global insurance and financial services business are:

      Knowledgeable, friendly staff that can empathize with our consumers needs and circumstances,
       especially in handling a loss.

      Company-Broker-Agent-Client relationship strategy.

      Services that meet or exceed the expectations of our clients, and in respect of insurance
       products services that are affordable, available, and understandable.

      Policies and endorsements delivered on time with minimal errors.

Market Segmentation
Our market will consist of:

      upwardly mobile SE Asian individuals and families,
      medium to large businesses (many of which may be seasonal and based on the tourist trade),
      corporations and corporate business people,
      a large Expat community located in South East Asia and China, and
      high net-worth individuals seeking anonymity.

Our target market is the high net worth individuals, seniors, family business, corporations in our area,
and the large Expat and corporate communities overseas.

Competition and Buying Patterns
There are few group plans providing insurance coverage. South East Asia has few independent
brokers and Co-Operators agents, and a minimal number of companies catering to international
clientele'. The SE Asian banks tend to be local in nature and are still a future unknown for those who
seek good returns that are also tax free.

The Financial Services companies working in SE Asia are finding times difficult as they still seek to
offer simply pension plans as investment vehicles that offer limited opportunities based largely on
entities such as the Isle of Man which offers no privacy to any offshore investor and limited tax breaks.

                                                                                                           26
No one in the region of SE Asia currently offers true international services aligned to a private bank to
offer complete anonymity while at the same time allowing returns to be made tax free. With the private
bank the insurance arm of the private bank can have access to worldwide funds offering both security
and attractive rates to clients while at the same time generating large fees as profit for the insurance
arm of the private bank.

The main volume of income for our company will be generated by international clientele premiums
because they are relatively higher priced to insure than other customers, and because there is a great
demand for insurance policies from this group. As stated previously, our success is dependent on our
staff and our company convincing our clients and prospective clients that price, although important, is
not the only criteria for the purchase of insurance. Our advertising will stress that we have an office,
open six days a week with after-hours support and we are an active, concerned, community involved,
local business. Still, price is very important and we must work with our markets to ensure that our
insurance and financial service products are available and affordable to a large part of the market.

Strategy and Implementation Summary
We will emphasize service and ongoing support. We will offer bespoke banking services and will avoid
selling only one policy or one investment vehicle (e.g., a pension in an offshore location) at simply the
lowest price for each customer and concentrate on account selling which greatly enhances client
retention.

Focus on target markets. We must be proactive and focus on personal and business customers that we
identify and present our services to them, instead of simply sitting back allowing potential customers to
choose us.

Predictions and Projections for South East Asia
What the experts are saying:

“With only 10% of Indonesia's population covered under life insurance, there is great potential for
growth in the country's life insurance industry. A prospering economy is cited as one of the primary
drivers for growth.”

The last quarter of 2009 bode well for Indonesia's life insurance sector with a 62 percent rise in total
premium revenue. According to the report, the rise in premium revenue was 8.65 trillion rupiah (nearly
$959 million US dollars) in contrast to the same period in 2006 when it was 5.35 trillion rupiah.

Positioning Statement
The target market is International and domestic and the ideal client is a working individual claims-free
and has a disposable income aged between 33 - 64 who owns his own home and car and is largely
debt free, also corporations and businesses in good standing with adequate market share.

We will encourage our company to "Target Markets." Many companies are now focusing on what they
have perceived to be profitable niche markets, where they can offer a competitive product with little, if
any, competition.

We are seeing commercial markets now moving toward basic coverage and limiting the "bells and
whistles," all-risk products available to only those clients who have modern, well-managed, profitable,
low-risk operations. This should help stabilize pricing and, even more important, ensure that there is an
insurance market available for most risks. Continued insistence by the industry on better protection, i.e.
fire and burglar alarms, upgrading of buildings, etc., will lower loss ratios, better health habits etc.


                                                                                                           27
Utilization of the World Wide Web through down-loadable policies, instant chat, interactive policy-to-
client features, online automation for: selling, buying, forms, and obtaining policies will enhance our
professional status.

All advertising will emphasize our differentiation point rather than price. We will be developing a "Now
what do I do?" message to emphasize the need for dealing with our insurance professionals so that in
the event a loss occurs, you know you have the proper protection.

Business Partners

Service and Support
The insurance arm of the private bank will effectively be a group of small agencies housed under one
name and the private bank being a reference point where our staff can refer high net worth individuals
seeking the services of a private offshore bank. Our producers will each be responsible for a book of
business. They will sell, service, handle claims and are responsible for their own accounts receivable.
We feel that our clients prefer to deal with one broker-agent who is aware of their particular needs.

Organizational Structure
The insurance arm of the private bank will maintain a Company-Broker-Agent- Client Stratagem of
corporate hierarchy. All employees will be answerable directly to the regional office.

Our agencies will be divided by client instead of service. Each broker-agent is responsible not only to
renew and service a client's insurance and financial services needs, they also are responsible for
collection and claims. We feel a client wants to deal with his or her agent, especially in a claim
situation, instead of an unknown "specialist“, whom they feel does not represent their interests.

Initiation of Structure
The insurance arm of the private bank intends to begin initiation by placing small inexpensive agencies
in upwardly mobile metropolitan areas of South East Asia. Thereby, forming a contingent of offices in
each area that all other offices in a given region will be developed from. The insurance arm of the
private bank intends to build cash, property and client reserves from these inexpensive bases that will
eventually allow it to open other offices in the more affluent regions of Asia such as: Japan, Korea, and
China.

Once established the insurance arm of the private bank intends to use these reserves to move into the
European and American markets in due course.

Profile of the Region
Southeast Asia is one of the most populous, diverse, and dynamic regions of the world. There are more
than half a billion people, representing a wide range of economic and political systems. The region has
a multitude of cultures and religions both within and among nations. It has been the locus of the world’s
most dynamic economic growth, with many of its member countries achieving broad-based growth
rates and impressive gains in poverty reduction.

After overcoming the Asian financial crisis, insurance markets in Asia are at the start of a new growth
phase. This is predicted in a new Sigma Study carried out by Swiss Re. The study projects real growth
of 8.9 percent for life insurance over the coming years.

At the close of the 1990s, Asian markets experienced an unprecedented collapse – and insurance
markets were drawn into the financial crisis. However, they have now recovered and are embarking on
a new phase of steady growth. Experts from re-insurer Swiss Re came to this conclusion in their latest
Sigma Study. The study predicts: “The anticipated economic development promises to continue

                                                                                                          28
positively because of the increasingly sound fundamentals. This region is therefore likely to remain one
of the strongest growth markets for insurance in the world.”

The study envisages high growth rates, particularly in the area of life insurance. It predicts that life
insurance business will experience real growth of 8.9% (conservative estimate) in the period 2005-
2010. However, Asia’s biggest insurance market – Japan – is excluded from this growth forecast.
Recent years have seen a number of Japanese life insurance companies filing for bankruptcy and the
study only expects positive growth of 2.3%.

Above-average growth in China, India, and Southeast Asia
The life insurance market in Southeast Asia will experience greater than average growth, with the
Sigma Study predicting growth of nearly 10%. Head of Allianz Asia-Pacific in Munich, Heinz Dollberg,
expects even higher growth for India and China.

The study attributes this development not only to economic growth, but also to the tradition of high
levels of saving among the Asian population, aging populations in the different societies, as well as to
globalization and the associated developments.

Opening of markets in China and India
Globalization is the main force driving forward a change in the Asian insurance market towards greater
liberalization, particularly against the background of markets in China and India opening up. Up to now,
foreign insurers have only had restricted access to Asian markets, or no access at all. Globalization will
continue to gain momentum in the opening up of these Asian markets to foreign players.

Asian governments are not averse to stronger participation by private insurers, according to the Sigma
Study. This is because the trend of an aging population compels them to ensure that the systems of old
age provision function effectively. “Most Asian governments hope that private enterprise will play a
leading role in this process.”

Strong growth potential
Allianz views the Thai insurance market as one which has strong potential for growth, stating: “We
firmly believe in the Thai economy and are committed to Thailand and its long term success. Insurance
products as a means of investment and financial planning for short and long term goals will become
more important as the Thai economy develops and grows,” Alan Wilson, Chief Executive Officer,
Allianz Insurance Asia.

The Asian economies continue their industrialization, families (with the exception of Japan) continue to
grow, and the population as a whole is becoming larger and increasingly more upwardly mobile. Most
indicating factors now available from Southeast Asia indicate an 8.9% - 15% growth in the financial
services sectors over the next decade as American sectors continue to decline.

We contend that Southeast Asia is entering into its industrialization phase and that growth in these
areas should continue on an upward trajectory for the foreseeable future.

Also, the areas of Southeast Asia offer affordable inroads into these lucrative markets as office space,
transportation, supplies, and facilities can be established to blanket these areas for modest investment.
Southeast Asians are easily trainable and are knowledgeable in the Western trends of doing business.

We submit that these markets and the revenue that will be realized there from can be likened to the
American Industrial Revolution at the turn of the last century. Never has there been a better time to
seize the opportunity on such an emerging market as this.


                                                                                                           29
The days that these emerging countries were looked upon as, “third world” prospects have come, gone,
and now passed. Those with the insight to look at these markets in an objective and analytical way will
be those who reap the rewards and help to write the history of finance in these Southeast Asian areas.

   Prospects
   • Explosive Growth
   • Untapped Emerging Market
   • Upwardly Mobile
   • Inexpensive
   • Modernizing
   • Broadening Market
   • Strategic Advantage for Entering Other Markets
   • Lack of Competition
   • Optimal Return to Investment Ratio




                                                                                                    30
MANAGEMENT
Managers of Company
Company’s Board of Directors will initially be composed of the founders John D. Brown and Richard M.
Nall. Further Directors will be elected by the vote of Unit holders representing a majority of the Units,
with voting to be based upon each Unit holder’s proportionate share of Company’s capital. Members of
the Board will serve until death, resignation or until investors representing at least 35% of the Units
request in writing that a meeting be held to elect new members of the Board. Replacement members of
the Board will be elected by a vote of Unit holders, with each Unit entitled to one vote.

Executive Officers and Managers of Company
The following table sets forth the names and positions of Company’s executive officers and members of
its Board of Directors. Executive officers are appointed by, and serve at the discretion of the Board.

           Name                                        Position
      __________________________________________________________________________

      Dr. John D. Brown                                              CEO
      Mr. Richard M. Nall                                            Vice President
      Mr Anders Gransted                                             Finance Director
      Mr David Mountjoy                                              Commercial Director

Biographies

Dr. John Brown is a UK Barrister who has a background in international contract negation, contract
drafting and contract disputes. He holds a PhD in Arbitration and International Conflict Resolution and
spent several years working in Bangkok Thailand as an International Attorney.

Mr Richard Nall is a businessman with over 25 years experience in international trade and over the
past 5 years he has been a leader in the international insurance industry he currently holds the
Insurance Licence for SE Asia for IMG (International Medical Group) and he spent a number of years in
SE Asia and the Middle East running a team of agents dealing with High Net Worth Individuals and
International Companies insurance needs.

Mr Anders Gransted was retained as a Consultant for Company to assist in identifying markets and
preparing the SEC application. He has an extensive background in finance and has most recently been
in Offshore Banking as a senior financial manager for offshore banks, his last role being between
2006 and 2011 with Jysek Bank in Gibraltar (Jyske Bank Private Banking being a division of the Jyske
Bank Group, the third largest bank in Denmark). Upon a successful stock allocation he will be
appointed as Finance Director and be granted 5% of Company shares and will take a lead role in
preparing Company application for banking licences and all regulatory issues

Mr David Mountjoy was retained as a Consultant for Company to assist in identifying markets and
Developing Company’s 5 year business strategy. He has an extensive background in international
trade and finance and has spent several years as a stockbroker in the City of London and in Shanghai
China. Upon a successful stock allocation he will be appointed as Commercial Director and be granted
5% of Company shares and will take a lead role in developing Company’s presence throughout
SE Asia and the Middle East. He will also be tasked with identifying a consultant fund manager and
setting up the LMC Hedge Fund.




                                                                                                       31
BENEFICIAL OWNERSHIP OF COMPANY

Upon completion of this offering, Company will have outstanding $5,500,000 of preferred Units.

The following sets forth certain information regarding the beneficial ownership of Company by
Company’s officers, managers and owners of 5% or more of the outstanding equity interests Company
upon consummation of this offering and the formation transactions contemplated in this Memorandum.

   1. Upon consummation of this offering and the formation transactions contemplated in this
      Memorandum Dr John Brown will hold 39.95% stock in the Lloyds Manhattan Corporation.

   2. Upon consummation of this offering and the formation transactions contemplated in this
      Memorandum Mr Richard Nall will hold 39.95% stock in the Lloyds Manhattan Corporation.

   3. Upon consummation of this offering and the formation transactions contemplated in this
      Memorandum Mr Anders Gransted will hold 5% stock in the Lloyds Manhattan Corporation.

   4. Upon consummation of this offering and the formation transactions contemplated in this
      Memorandum Mr David Mountjoy will hold 5% stock in the Lloyds Manhattan Corporation.




                                                                                                 32
PROJECTION OF FUTURE INDEBTEDNESS

Company does not have any current plans to borrow against the assets of Company.




                                                                                   33
DESCRIPTION OF THE UNITS

The following summary of the terms and provisions of the Units does not purport to be complete and is
qualified in its entirety by reference to the pertinent sections of Company’s certificate of formation and
operating agreement.

Distributions
Company will pay distributions on account of the Units from excess cash flow. Company is expected
not to have any outstanding equity interests or indebtedness. Accordingly, distributions on account of
Company’s Units are expected to equal distributions received on account of Company Preferred Units,
as more fully described in “Description of Company Preferred Units.”

Distributions are payable to holders of Units as they appear in Company’s records at the close of
business on the applicable record date, which will be within 10 calendar days prior to the date on which
distributions in respect of Company Preferred Units are received or such other date that Company’s
board of managers designates that is not more than 30 nor less than 10 days prior to such distribution
date.

The Board will not authorize, pay or set apart for payment by Company any distribution on the Units at
any time that:

•      the terms and provisions of any agreement of Company prohibits the authorization, payment or
       setting apart for payment; or

•      the terms and provisions of any agreement of Company, including any agreement relating to any
       indebtedness provides that the authorization, payment or setting apart for payment would
       constitute a breach of, or a default under, the agreement; or

•      the law restricts or prohibits such authorization or payment.

Voting Rights
Company’s Board of Directors will initially be comprised by the Founders. The Board will be elected by
the vote of Unit holders representing a majority of the Units, with voting to be based upon each Unit
holder’s proportionate share of Company’s capital. Members of the Board will serve until death,
resignation or until investors representing at least 35% of the Units request in writing that a meeting be
held to elect new members of the board of managers. Replacement members of the Board will be
elected by a vote of Unit holders, with each Unit entitled to one vote. Any vacancy in the Board will be
filled upon a majority vote of the Units held by Company’s Unit holders.

Restrictions on Transfers
The Units may only be transferred with the prior written consent of the Board, which consent shall not
be withheld without a valid business reason. In the event of a transfer, the transferee will not become a
member of Company unless such transferee expressly assumes and agrees to be bound by the terms
of the operating agreement of Company. A transferee that fails to do so will be an “assignee” and will
only receive allocations of net profits, losses and other tax items and distributions. No transfer of Units
may be made unless the transferring member can show that the transfer is being made in compliance
with applicable securities laws and will not cause Company to be treated as a publicly traded
partnership.

No Unit holder may withdraw voluntarily from Company and demand and receive any property of such
entity prior to dissolution and winding up.


                                                                                                         34
No Pre-emption Rights
The Unit holders will not have any pre-emption rights in the event that Company conducts any future
equity issuances.

Liquidation
In the event of the liquidation, dissolution or winding up of Company’s business, or the sale of all or
substantially all of its assets, Company’s Unit holders are entitled to be paid out of the assets of
Company legally available for distribution liquidating distributions in cash or property at its fair market
value as determined by the board of managers. Upon a liquidation of Company, Company will distribute
as a liquidating distribution the net liquidation proceeds that it receives on account of Company’s
Preferred Units or Common Units. In the event of a voluntary liquidation of Company, the Unit holders
of Company shall be entitled to receive all of Company Preferred Units then held by Company. An
individual Unit holder is otherwise not entitled to demand the exchange of his Units for Company
Preferred Units held by Company.

Redemption
Company’s Preferred Units will be redeemed on request by Company no later than the sixth
anniversary of the date of their issuance, for an aggregate amount equal to the Redemption Price.
Company may redeem Company Preferred Units in whole or in part at any time after the sixth
anniversary of their issuance at the Redemption Price. Upon a partial redemption of any of Company’s
Preferred Units by Company, Company will apply the redemption proceeds by offering to redeem a
similar portion of its Units. Upon a full redemption of Company Preferred Units, Company will distribute
the net distribution proceeds as a liquidating distribution to its Unit holders

Company may redeem the Preferred Units in whole or in part at the Redemption Price at any time
before the sixth (6th) anniversary of their issuance.

Upon a partial redemption of the Preferred Units by Company, Company will offer to redeem a similar
portion of its Units. Upon a full redemption of Company Preferred Units, Company will distribute the net
distribution proceeds as a liquidating distribution to its Unit holders.

Funding
In the event that the board of managers of Company determines it requires additional funding,
Company will be able to borrow funds from any third party source on terms the board of managers
deems appropriate or, if it is unable to obtain such loans, it may borrow funds from its members.

Distributions on Account of Common Units
If all accrued distributions have been paid on account of Company’s Preferred Units, Company will
make distributions to each holder of Common Units in an amount sufficient to pay the deemed income
tax liability with respect to such holder’s share of all items of taxable income, gain, loss, deduction and
credit for Company for such year. No other current distributions on account of the Common Units may
be paid, and no amounts may be paid in redemption or purchase of any Common Units, unless and
only to the extent that Company shall have in excess cash-flow for the immediately preceding 12-month
period. In the event no Preferred Units remain outstanding, the boards of managers will have the
authority to cause distribution to their members, in accordance with their respective Units the amount of
net cash flow that they deem advisable.

Restrictions on Transfer of Units
Any transfer of Company Preferred Units or Common Units will require the written consent of the board
of managers of the applicable Company Operating Entity, which consent shall not be withheld without a
valid business reason. In the event of a transfer, the transferee will not become a member unless such
transferee expressly assumes and agrees to be bound by the terms of Company Operating Entity’s

                                                                                                        35
operating agreement. No transfer of Units may be made unless the transferring member can show that
the transfer (i) is being made in compliance with applicable securities laws and (ii) will not cause
Company to be treated as a publicly traded partnership.

Determination of Offering Price
The offering price per Unit has been determined without negotiations between Company and any
Offeree. Since there is no established public market for the shares of Company, the offering price of the
Units hereunder has been arbitrarily determined. Among the factors considered in determining the price
were the start-up nature of Company, estimates of Company’s prospects, the background of
Company’s management and directors and current conditions in Company’s industry. There is no
relationship between the offering price and Company’s asset value, net worth, or other established
criteria of value, and in no event should the offering price be regarded as an indication of any future
market price for the Units or the Interest Shares. The offering price should not be considered to
represent the actual value of the Units.

Indemnification
Company’s operating agreement provides for the indemnification of Managers and Officers relating to
their Company activities to the fullest extent permitted under Florida corporation law. These statutes
provide indemnification for any Manager(s), officers or other agent of Company, if he acted in good
faith and in a manner he believed to be in Company’s best interests or, concerning criminal
proceedings, if he had no reasonable cause to believe his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 which may be permitted
to officers, managers or persons controlling the registrant under the foregoing provisions, Company has
been informed that in the opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the and therefore is unenforceable.




                                                                                                       36
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The tax summary contained herein has been prepared to support the marketing of the Units. Nothing
herein may be used by any taxpayer for the purpose of avoiding any penalties that may be imposed
under the Code. Each taxpayer should seek advice based upon the taxpayer’s particular circumstances
from an independent tax advisor.

Federal Taxes – Default Treatment as a Corporation
The Lloyds Manhattan Corporation is automatically classified as a corporation for federal income tax
purposes under Regulation 301, 26 CFR Part 1. Profits and losses from the corporation that are passed
through to the members are reported on their individual income tax forms and paid at their individual
tax rate. Payouts for K-1 capital distributions will be made; such Investor has no out of pocket expenses
during the investment period.




                                                                                                      37
INVESTOR SUITABILITY STANDARDS

Investment in the Units is suitable only for persons who can afford to make high-risk investments. Units
will be offered solely to “Accredited Investors,” as that term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act and who satisfy certain other investment suitability standards.

An “Accredited Investor” is defined as any person who satisfies any of the following criteria:

(a)    A bank as defined in Section (3) (a) (2) of the Securities Act, or any savings and loan association
       or other institution specified in Section 3(a)(5)(A) of the Securities Act whether or not acting in its
       individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the
       Securities Exchange Act of 1934, as amended; any insurance company as defined in Section
       2(13) of the Securities Act; any investment company registered under the Investment Company
       Act of 1940, as amended (the “1940 Act”) or a business development company as defined in
       Section 2(a)(48) of the 1940 Act; any small business investment company licensed by the U.S.
       Small Business Administration under Section 301(c) or (d) of the Small Business Investment
       Company Act of 1958, as amended; any plan established and maintained by a state, its sub
       segments, or any agency or instrumentality of a state or its political sub segments, for the benefit
       of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit
       plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, if
       the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
       which is either a bank, a savings and loan association, insurance company, or registered
       investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if
       a self-directed plan, with investment decisions made solely by persons that are accredited
       investors;

(b)    A private business development company as defined in Section 202(a) (22) of the Investment
       Advisers Act of 1940;

(c)    An organization described in Section 501(c)(3) of the Internal Revenue Code, or similar business
       trust, or company, not formed for the specific purpose of acquiring the securities offered, with
       total assets in excess of $5,000,000;

(d)    An executive officer or manager of Company;

(e)    A natural person whose individual net worth or joint net worth with that person’s spouse, at the
       time of his or her purchase exceeds $1,000,000;

(f)    A natural person who had an individual income in excess of $200,000 in each of the two most
       recent years or joint income with that person’s spouse in excess of $300,000 in each of those
       years and has a reasonable expectation of reaching the same income level in the current year;

(g)    A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring
       the securities offered whose purchase is directed by a sophisticated person; or

(h)    An entity in which all of the equity owners are accredited investors.

A corporation, company or other entity shall be treated as a single investor unless that entity was
organized for the specific purpose of acquiring the Units, in which case each beneficial owner of equity
in that entity shall be considered a separate investor and accordingly will be required to be an
accredited investor.

                                                                                                           38
39
PLAN OF OFFERING

Company is offering the Units for an aggregate amount of $5,500,000. The minimum investment in the
Units is $5,000. The offering of Units is being made by Company on a “best efforts” basis. This offering
will be available until August 2012, unless extended by Company through an application to the SEC.

Company is willing to discuss equity stakes with suitable investors who can offer value to Company and
take up a place on the Board of Directors. Company will offer a maximum of 45% of company shares in
5% units at $4.5 Million per 5% equity stake.

Additional information about this offering and the Units may be obtained from Company as indicated in
“Available Information.” The Units will be offered only to “Accredited Investors” (as defined under Rule
501(a) of Regulation D under the Securities Act).

Investors’ agreement to purchase Units will be evidenced by, among other documents, a subscription
agreement, of which all sections are to be completed and executed by each investor and Company.

Executed subscription agreements may not be withdrawn except with the consent of Company and
Company. Each investor will also be required to complete and execute an investor questionnaire. At
the closing, each investor will be required to provide Company with immediately available funds equal
to the amount of the purchase price of the Units allocated to such investor. Company may, at its
discretion, reject any prospective investor or limit the number of Units to be allocated to an investor.

Investors will be required to represent and warrant in the subscription agreement, among other things,
(i) that they have reviewed, together with their professional advisor’s, if any, this Memorandum; (ii) that
they have had an opportunity to ask questions of and receive answers from representatives of
Company with respect to the offering being made hereby; (iii) that they, together with their financial
advisor’s, if any, have such knowledge and experience in financial business matters as to be capable
of evaluating the merits and risks of an investment in the Units, have adequate means to provide for
their financial needs with no expectation that the investment in the Units will have any liquidity and have
the ability to bear the risk of such investment, including a complete loss of their investment; and (iv)
that they understand that the Units and Common Units issuable upon conversion of the Units have not
been registered under the Securities Act and that they have acquired the Units for their own account for
investment and not with a view to distribution within the meaning of the Securities Act Investors who
are currently officers of Company, or are, or may be deemed to be “affiliates” of Company (as that term
is defined in Rule 405 of Regulation C under the Securities Act), may purchase Units in this offering on
the same terms and conditions as those purchased by non-affiliates. No limit has been placed on the
number of Units that may be purchased by such persons.




                                                                                                        40
LEGAL MATTERS

Company knows of no litigation pending, threatened or contemplated, or unsatisfied judgements
against Company or any proceedings in which Company is a party.




                                                                                                41
ANTI-MONEY LAUNDERING CONSIDERATION

As part of Company's responsibility for the prevention of money laundering, Company will require a
detailed verification of an investor's identity and the source of the payment from any person delivering
completed Subscription Documents to Company.

In order to comply with regulations aimed at the prevention of money laundering, Company is required
to verify the identity of all prospective investors and the source of their funds, to the extent required
under the Law.

Company reserves the right to request such documentation as they deem necessary to verify the
identity of a prospective investor and to verify the source of the relevant subscription amounts. The
amount of detail required will depend on the circumstances of each application for subscription. By way
of example, an individual may be required to produce a certified copy of a passport or driver's license,
together with evidence of his/her address, such as a utility bill or bank statement, and date of birth.

For corporate subscribers, Company may require production of copies of their certificates of
incorporation or other formation documents (and any changes of name) and information concerning
their principals and/or beneficial owners.

Failure to provide the necessary evidence may result in subscription applications being rejected or in
delays in the processing of withdrawals.

Pending the provision of satisfactory evidence as to identity, the evidence of title in respect of the
Interests may be retained at the absolute discretion of Company. If within a reasonable period of time
following a request for verification of identity, Company has not received evidence satisfactory to it as
aforesaid, Company may, in their absolute discretion, refuse to allot the Interests applied for, in which
event subscription moneys will be returned without interest to the account from which such moneys
were originally debited. Company and any agent of Company will be held harmless and will be fully
indemnified by a potential subscriber against any loss arising as a result of a failure to process a
subscription or withdrawal request if such information as has been requested by any of them or
Company has not been satisfactorily provided by the applicant.

If Company has a suspicion that a payment to Company (by way of subscription or otherwise) or a
payment from Company (by way of withdrawal or otherwise) contains the proceeds of criminal conduct,
Company may report such suspicion to the appropriate authorities. Neither Company nor any agent of
Company will incur any liability for adhering to Company's responsibilities under its anti-money
laundering program, and will be indemnified by the Subscriber for any losses which Company or their
respective principals, employees or agents may incur for doing so.

Company reserves the right to request such information as is necessary to verify the identity of a
prospective investor. In the event of delay or failure by a prospective investor to produce any
information required for verification purposes, Company may refuse to accept the prospective investor
and the subscription monies relating thereto or may refuse to process a withdrawal request until proper
information has been provided.




                                                                                                            42
AVAILABLE INFORMATION AND QUESTIONS

Company will make available, prior to the closing of this offering, to each prospective investor and such
investor’s representatives and advisor’s, if any, the opportunity to ask questions and receive answers
covering the terms and conditions of this offering and to obtain any additional information that Company
may possess or can obtain without unreasonable effort or expense that is necessary to verify the
accuracy of the information furnished to such prospective investor. Any such questions should be
directed to the individuals stated as Placement Agent listed in the fore-part of this Memorandum. No
other persons are authorized to give information or to make any representations concerning the
offering, and if given or made, such other information or representations must not be relied upon as
having been authorized by Company.

Fiscal Reporting
Company will prepare detailed financial statements annually, at the closing of the fiscal year (i.e. on
the 31st December of each year) to be distributed to shareholders. The annual financial records will be
audited by an accredited firm of accountants.

Taxation
The Lloyds Manhattan Corporation is a Florida registered company and so is subject to the laws of
Florida.

Additional Information

Although The Lloyds Manhattan Corporation is a Florida company, Global Private Banking Services
Limited will be licensed in offshore locations and so will be subject to the Laws of those jurisdictions.

The Rubber Plantation Hedge Fund will be subject to the rules and regulations of the SEC and will be
subject to the laws of Florida once established.




                                                                                                            43
SPECIAL CONSIDERATIONS & RISK FACTORS

Prospective investors should consider carefully, in addition to the other information contained in this
Confidential Private Offering Memorandum, the following factors for purchasing the Units. The order in
which the following considerations are presented does not necessarily represent the order of
importance or likelihood of occurrence.

THE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. EACH PROSPECTIVE
INVESTOR SHOULD CAREFULLY CONSIDER THE RISKS AND SPECULATIVE FACTORS
AFFECTING THE BUSINESS OF COMPANY PRIOR TO MAKING AND INVESTMENT.

Note Regarding Forward Looking Statements
This Memorandum contains “forward-looking” statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, which are subject to risks and uncertainties. Forward-looking statements
involve certain risks and uncertainties that could cause actual results, performance or achievements to
be materially different from any future results, performance or achievement expressed or implied by
Company’s forward-looking statements. Forward-looking statements include, but are not limited to,
statements about the progress of Company’s research and development programs, the timing of
anticipated achievement of milestones or regulatory approvals, competition in the ophthalmic
pharmaceutical industry, the impact of potential future litigation, changes in or failure to comply with
governmental regulation, trends affecting the ophthalmic industry, loss of key personnel, general
economic conditions, performance by parties under contracts with Company, and other risks described
from time to time in this Memorandum.

When used in this Memorandum, the words “expect”, “estimate”, “anticipate”, “believe”, “may”, “will”,
“should”, “could” “plan”, “project”, “predict”, “potential” and similar expressions are intended to identify
forward-looking statements. These statements reflect Company’s current views with respect to future
events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties,
potential investors should not place undue reliance on the forward-looking statements. These forward-
looking statements represent Company’s reasonable estimates and assumptions only as of the date of
this Memorandum and are not intended to give any assurance as to future results.

Private Banking and Insurance are highly competitive segments of the finance industry, which is
generally subject to greater volatility and regulations than other industries. Charities also are highly
competitive and are striving for donations from a finite pool or resources. As a result, if we are unable
to compete effectively or an economic slowdown occurs our business and operations will be adversely
affected.

Company will generally compete in the Private Banking and Insurance segment of the finance industry
with investment in the hedge funds also being held and managed through the Private Bank. We believe
that this segment is highly competitive, closely linked to general economic conditions, subject to
regulations and licensing requirements and more susceptible to changes in economic conditions.

We believe that the industries sensitivity to economic conditions is likely to persist for the foreseeable
future. Competition within the Private Banking and Insurance industries is also likely to increase in the
future. Economic downturns will, among other things, lead to a decrease in our revenues, and intense
competition may lead to a loss of market share, and as a result, our business and operations may be
adversely affected.

Competitive factors in the finance industry include name recognition, quality of service, convenience of
location, quality of the service, pricing and range and quality of services offered. Market perception that

                                                                                                         44
we no longer provide innovative products and services will affect our ability to compete effectively. If
we are unable to compete effectively, we would lose market share, which could adversely affect our
business and operations. New or existing competitors could offer significantly superior services or
more convenient locations, or significantly expand improve or introduce new service offerings in
markets in which we compete, thereby posing a greater competitive threat than at present. The
resulting decrease in our revenues could adversely affect our business and operations.

Our success depends on the value of our name, image and brands, and if demand for our products and
their features decreases, or the value of our name, image or brands diminishes, our business and
operations would be adversely affected.

Company’s success depends, to a large extent, on its ability to shape and stimulate clients’ demands
by producing and maintaining innovative services, as well as our ability to remain competitive in the
marketplace. There can be no assurance that we will be successful in this regard or that we will be able
to anticipate and react to changing client needs and demands in a timely manner. Furthermore, a high
media profile is an integral part of our ability to shape and stimulate demand for our products with our
target customers. A key aspect of our marketing strategy is to focus on attracting media coverage. If we
fail to attract that media coverage, we may need to substantially increase our advertising and marketing
costs, which would adversely affect our results. In addition other types of marketing tools, such as
traditional advertising and marketing, may not be successful in attracting our target customers. Our
business would be adversely affected if our public image or reputation were to be diminished. Our
brand names and any trademarks are integral to our marketing efforts. If the value of our name, image
or brands were diminished, our business and operations would be adversely affected.

Any failure to protect our trademarks could have a negative impact on the value of our brand names
and adversely affect our business.

Company believes that our trademarks are significant to its success. We rely on trademark laws to
protect our proprietary rights. The success of our business depends in part upon our continued ability to
use our trademarks to increase brand awareness and further develop our brand in both domestic and
international markets.

The threat of terrorism has adversely affected the finance industry generally and these adverse effects
may continue or worsen.

We have high fixed costs, including licensing and capital requirements and business costs, which we
may be unable to adjust in a timely manner in response to a reduction in revenues.

In the future, our business may be subject to increases in licensing fees and capital costs, utility costs,
operating expenses and administrative expenses, which could reduce our cash flow and adversely
affect our financial performance. If our revenues decline and we are unable to reduce our expenses in
a timely manner, our results of operations could be adversely affected.

If we have any indebtedness, we anticipate that we will refinance our indebtedness from time to time to
repay any debt, and our inability to refinance on favourable terms, or at all, could harm our business
and operations.

We depend on our senior management for the future success of our business and the loss of one or
more of our key personnel could have an adverse effect on our ability to manage our business and
implement our growth strategies, or could be negatively perceived in the capital markets.

Company’s future success and its ability to manage future growth depend, in large part, upon the

                                                                                                           45
efforts and continued service of our senior management team which has substantial experience in the
insurance and finance industry and which exercises substantial influence over our operational,
financing, acquisition and disposition activity. It could be difficult for us to find replacements for our
senior management, as competition for such personnel is intense. The loss of services of one or more
members of our senior management team could have an adverse effect on our ability to manage our
business and implement our growth strategies. Further, such a loss could be negatively perceived in
the capital markets, which could reduce the market value of our securities.

Company’s projections are based on assumptions which inherently contain significant uncertainties and
as a result, Company’s financial condition and results of operations may differ materially from the
projections.

The projections included in this Memorandum are based upon a number of assumptions and estimates
that inherently are subject to significant business, economic, competitive, regulatory and operational
uncertainties, contingencies and risks, many of which are beyond Company’s control. Such
assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur
that could have a material adverse effect upon Company’s ability to achieve the projections. The
projections also assume the success of Company’s business strategy. The success of this strategy is
subject to uncertainties and contingencies beyond Company’s control, and no assurance can be given
that the strategy will be successful or that the anticipated benefits from the strategy will be realized in
the manner or during the periods reflected in the projections or at all. These uncertainties may result in
material changes in Company’s financial condition and results of operations.

The proceeds will be used for executing Company’s business plan. Investors will have no control over
the use of proceeds from this offering.

Company is subject to many of the operating risks common to the banking and insurance industries

•      changes in general economic conditions, including the timing and robustness of recoveries from
       economic downturns;

•      decreases in the demand for the product;

•      the impact of intermediaries on pricing;

•      changes in operating costs; and

•      the availability of capital to fund operations

Company relies on a combination of contractual agreements, trademark & copyright laws to protect the
proprietary aspects of its products. These legal measures afford limited protection and may not prevent
others from gaining access to Company’s or Company’s Clients intellectual property and proprietary
information. Any of Company’s intellectual properties may be challenged, invalidated, circumvented or
rendered unenforceable. Company has and will continue to take measures to enforce its intellectual
property rights, to protect its trade secrets and to determine the validity and scope of its property rights.
Any litigation could result in substantial expense, may reduce Company’s financial resources and may
not adequately protect its intellectual property rights.

Moderate or severe economic downturns or adverse conditions may negatively affect Company’s
operations. These conditions may be widespread or isolated to one or more geographic regions. A
tightening of the labor markets in one or more geographic regions may result in fewer and/or less
qualified applicants for job openings at Company’s facilities. Higher wages, related labor costs and

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increasing cost trends in the insurance markets may negatively impact Company’s results as wages,
related labor costs and insurance premiums increase.

Risks Relating to the Units

No public market exists for the Units, which will severely limit your ability to dispose of or transfer the
Units. Company has not registered any of the Units under U.S. federal or state securities laws or under
the laws of any jurisdiction. The Units may be resold only pursuant to registration under such laws or
under an opinion of counsel for the seller of such Units, satisfactory to Company’s counsel, that such
registration under such laws is not required. Furthermore, there is no existing market for the Units and
no public market is expected to develop in the future. An investment in the Units should be considered
an illiquid, long term investment.

Since Company will be treated as a Corporation for U.S. federal income tax purposes, a holder of Units
will be required to include as income its rateable share of Company’s income, which is expected to
equal the amounts distributable on account of Company Preferred Units. There can be no assurance,
however, that Company will be able to make the required distributions. If it does not, a holder of Units
may have a liability for tax in respect of its allocable share of such income even though a holder has not
received them.

A holder of Units may be subject to withholding or other taxes and tax reporting requirements in the
states and localities in which Company conduct business. As a result, a holder of Units may be
required to file tax returns in jurisdictions other than those in which it would otherwise be filing tax
returns. Company may choose to file a composite return in jurisdictions where, under local law,
Company is permitted to file a composite return on behalf of the Unit holders. In certain jurisdictions, if
Company chooses to file a composite return, a Unit holder may not be able to elect out of participating
in such composite return. Under certain circumstances, a composite return may result in a higher tax
burden for a Unit holder than if such Unit holder had filed individually in that jurisdiction.

Because both Company will be treated as partnerships for U.S. federal income tax purposes, tax-
exempt and non-U.S holders of Units will be allocated income in respect of such Units that will be
treated as unrelated business taxable income for tax-exempt holders and effectively connected income
for non-U.S. holders. Consequently, a tax-exempt or non-U.S. holder will be required to file a U.S.
income tax return and pay tax in respect of its allocable share of Company’s income.




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NOTICES FOR U.S. INVESTORS

JURISDICTIONAL NOTICES
The National Securities Markets Improvement Act (“NSMIA”) amended Section 18 of the Securities Act
of 1933 to exempt from state regulation any offer or sale of covered securities exempt from registration
pursuant to Commission rules or Regulations issued under Section 4(2) and 4(6) of the Securities Act
of 1933. Company claims qualification pursuant to Section 18(b)(4)(d) and/or Section 18(b)(3) of the
Federal Securities Act of 1933, as amended (the “Act”) and, as such, these securities are considered to
be “covered securities” pursuant to the Act.

NASAA UNIFORM LEGEND
In making an investment decision, investors must rely on their own examination of the person or entity
creating the securities and the terms of this offering, including the merits and risks involved. These
securities have not been recommended by federal or state securities commissions or regulatory
authorities. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the
adequacy of this document. Any representation to the contrary is a criminal offence. These securities
are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the securities act, and the applicable state securities laws pursuant to registration or
exemption there-from. Investors should be aware that they will be required to bear the financial risks of
this investment for an indefinite period of time.

BLUE SKY NOTICES
It is anticipated that the securities described herein may be offered for sale in several states. The
securities blue sky laws of some of those states require that certain conditions and restrictions relating
to the offering be disclosed.




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APPENDIX A – FINANCIAL PROJECTIONS
3 YEAR FINANCIAL PROJECTIONS

Note: We have based our funding requirements over a 2 year period

Overview
The following summary financial projections are a summary of Company’s financial projections. Such
projections are based, in part, upon market analyses relating generally to the expected market demand
in the insurance, private banking and charities market.

The projections are based upon a number of assumptions and estimates that, while presented with
numeric specificity and considered reasonable by Company, inherently are subject to significant
business, economic, competitive, regulatory and operational uncertainties, contingencies and risks,
many of which are beyond Company’s control. Such assumptions may be incomplete or inaccurate,
and unanticipated events and circumstances may occur that could have a material adverse effect upon
Company’s ability to achieve the projections. Company makes no representations or warranties as to
the accuracy or completeness of the assumptions or the projections. Financial projections are
speculative in nature and it can be expected that one or more of the assumptions underlying the
projections will prove not to be valid, and unanticipated events and circumstances are likely to occur.
Actual results likely will vary from the projections and those variations may be material. Consequently,
this Memorandum should not be regarded as a representation by Company or by any other person that
projections will be achieved.

The projections assume the success of Company’s business development. The success of this
development is subject to uncertainties and contingencies beyond Company’s control, and no
assurance can be given that the strategy will successful or that the anticipated benefits from the
strategy will be realized in the manner or during the periods reflected in the projections, or at all.

The projections included in this Memorandum were not prepared with a view toward compliance with
the published guidelines of the SEC or compliance with the guidelines established by the American
Institute of Certified Public Accountants for the preparation of projections (the ASCAP audit and
accounting guide for prospective financial information). In addition, neither Company’s accountants nor
Company has prepared or compiled the projections and, accordingly, neither expresses any opinion or
any other form of assurance with respect to, assumes no responsibility for, and disclaims any
association with the projections. The projections included in this Memorandum represent financial
revenue, expenses and income but do not represent items of federal taxable income or loss. In
addition, the projections do not reflect the manner in which such items of federal taxable income or loss
will flow through to Unit holders.

The projections should be read in conjunction with “Note on Forward-Looking Statements” and “Special
Considerations and Risk Factors” set forth in this Memorandum.




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The following tables provide a summary of Company’s combined pro forma financial
projections:


1. Global Private Banking Limited




Global Private Banking Limited will be targeted to bring in at least $1.5 Million from new clients
per month through wealth seminars, ($18 Million in year 1)

Our media campaign will act to bring people to our website and open accounts on line – we
anticipate $4 Million per month being brought in by year 3 ($48 Million in year 3)




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2. Rubber Prices Indexed Over Time




With sufficient funds in group we will launch the Hedge Fund in the Rubber Plantation through
the Securities and Exchange Commission to raise $125 Million through investors by the end of
2013. We will launch a further 2 or 3 hedge funds within the 1st five years of business seeking
to have at least $1 Billion in investment by year 6 – at which stage we will review our options to
sell our shares on the public market by carrying out an IPO to bring major capital under
investment enabling Company to establish itself fully on the global market place by opening
offices in all major financial centres.




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3. The Insurance Arm of the Private Bank




The Insurance Arm of the Private Bank will act through a large team of self employed sales
agents working within SE Asia all coordinated through a Sales Manager in each country. The
sales managers will be paid a small salary but income will be derived from their sales teams
reaching targets.

We will be offering our own products so profits should be very high and we anticipate $5
Million income by year 1 rising to $30 Million income by year 3, from which we anticipate at
least $8 Million in year 3 should be profit.




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