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					  Amazing Loans Franchises (Holdings)
       Limited ACN 125 208 291



                                  Prospectus


      An offer of 15,000,000 ordinary shares at an issue price of 60 cents per share
                                   to raise $9,000,000




IMPORTANT INFORMATION
This is an important document that should be read in its entirety. If you do not understand it you should consult
your professional advisers without delay. An investment in the Company should be considered speculative.
                                                    IMPORTANT NOTICE

This Prospectus

The Offer contained in this Prospectus is an invitation to apply for Shares in Amazing Loans Franchises (Holdings) Limited
(the “Company”).

The Offer does not take into account your investment objectives, financial situation or particular needs. It is important that
you read this Prospectus in its entirety before deciding whether to invest in the Company. In particular, you should consider
the risk factors that could affect the performance of the Company. You should carefully consider these factors in light of
your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding
whether to invest. A number of key risk factors that you should consider are outlined in Section 6.

This Prospectus is dated 19 July 2007. A copy of this Prospectus was lodged with ASIC on that date. No responsibility for
the contents of this Prospectus or the merits of the investment to which this Prospectus relates is taken by ASIC. No Shares
will be issued on the basis of this Prospectus later than 13 months after the Prospectus Date.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into
possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws. This Prospectus does not constitute an offer or invitation in any
jurisdiction where, or to any person to whom, such an offer or invitation would be unlawful.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer, which is not
contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as
having been authorised by the Company, the Directors, or any other person in connection with the Offer.

Exposure Period

The Corporations Act prohibits the Company from processing Applications received until after the Exposure Period has
expired. The Exposure Period is the seven day period from the Prospectus Date and may be extended by ASIC by a further
seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to
the raising of funds.

Financial Information

All financial amounts contained in this Prospectus are expressed in Australian currency unless otherwise stated. Any
discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

Electronic Prospectus

This Prospectus is available in electronic form at http://www.amazingloans.com.au/investorrelations/prospectus.pdf. The
Offer constituted by this Prospectus in electronic form is available only to residents in Australia. Persons who access the
electronic version of this Prospectus should ensure that they download and read the entire Prospectus. A hard copy of this
Prospectus is available free of charge to any person in Australia by telephoning 03 8805 8000 during the period of the Offer.

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a
hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

Definitions and Abbreviations

Defined terms and abbreviations used in this Prospectus are explained in the Glossary in Section 9.
TABLE OF CONTENTS




           Key Summary.....................................................................................................................................................................1
           Chairman’s Letter ..............................................................................................................................................................2
           1.             Details of the Issue ...........................................................................................................................................3
           2.             The Amazing Loans Business .........................................................................................................................5
           2.             The Amazing Loans Business .........................................................................................................................8
           3.             Consumer Credit Industry................................................................................................................................9
           4.             Directors and Management ............................................................................................................................13
           5.             Financial Information ......................................................................................................................................15
           6.             Investment Risks.............................................................................................................................................32
           7.             Material Documents ........................................................................................................................................34
           8.             Additional Information ....................................................................................................................................36
           9.             Glossary...........................................................................................................................................................39
           10.            Corporate Directory ........................................................................................................................................40
           Application Form .............................................................................................................................................................41
Key Summary

Key dates
Prospectus Date                                                          19 July 2007
              1
Offer opens                                                              27 July 2007
               1
Offer closes                                                             31 August 2007

Expected Allotment                                                       5 September 2007

Expected despatch of shareholding certificates                           15 September 2007




Key offer statistics
Offer Price                                                              60 cents per share
                                                  2
Number of Shares available under the Offer                               15,000,000
                         3
Total Shares on issue                                                    59,594,334

Notes:
1.   Opening and closing times are inclusive only. The Company has the right to vary the dates and times of the Offer without notifying any
     recipient of this Prospectus or any Applicant for Shares.
2.   Assumes the Offer is fully subscribed.
3.   Assumes the Offer is fully subscribed and that no further shares for no additional consideration are issued (refer to Section 1.7), and is
     subject to rounding where a fraction of a share results on allotment.


How to apply for shares
Details on how to apply for Shares in the Offer are included in Section 1 of this Prospectus. If you have any questions about
how to invest in the Company, please contact an accountant or other professional adviser.




648776_2.DOC                                                                                                                                      1
Chairman’s Letter

19 July 2007


Dear Investor


It is with great pleasure that I present you with this Prospectus and invite you to apply for ordinary shares (“Shares”) in
Amazing Loans Franchises (Holdings) Limited.

The Company owns 100% of the shares in Amazing Loans Franchises Pty Ltd (“ALF”), which has the Amazing Loans
master franchise in Australia apart from New South Wales, ACT, Melbourne metropolitan area, Geelong, Brisbane
metropolitan area and the Gold Coast (“Franchise”) from Amazing Loans Limited (“AZD”). AZD has a vision to become a
leading alternative finance company and to be recognised as a professional and ethical provider of innovative, quality
products at competitive prices. Its initial aim is to become a leading provider of consumer finance in the high margin and
fragmented Australian micro-lending market. The Company will participate in this mission.

The strategy of AZD is to address the market needs of low to average income earners and people suffering from socio-
economic disadvantage that tend to be ignored by mainstream institutional credit providers such as banks. Through AZD,
the “Amazing Loans” brand is already strongly established at 6 branches in Western Sydney, 7 branches in Victoria and
8 branches in South East Queensland, promoting AZD’s line of credit products.

AZD is positioned in a high margin, fragmented niche area of the finance market. The Directors believe that the Amazing
Loans brand has many competitive advantages including being a price leader, increasing brand name recognition, quality
service, loan processing speed which should assist the Company in the expression of its business.

The strategy of ALF is to act as the loan originator and to open shopfront locations in the identical format to those already
operating by AZD, in the designated franchise territory and to operate those stores on a customer service basis only. All
loan processing, funding and collection will be carried out by AZD, for customers sourced by ALF through its shopfront
outlets.

ALF will earn income from and will be paid a fee of 30% of the administration and application fees, and interest earned by
AZD.

AZD will provide all loan funds for customers sourced by ALF and will attend to all approval and collection processes
applicable to those loans. As such, the credit risk on all loans to the customer will be at AZD’s risk.

ALF has secured shopfront locations or entered into leases in respect of premises situated at Maroochydore (1/95
Aerodrome Road), Albury (5/462 Dean Street), Morwell (17 Tarwin Street), Ballarat (72 Bridge Mall), Launceston (84 George
Street and 3798 Invermay Road), Cairns (129 Sheridan Street), Gympie (66 Mary Street), Toowoomba (446 Ruthven
Street), Cranbourne (59 South Gippsland Highway), and Salisbury (32 John Street). Trading has commenced at 3
shopfronts (namely Ballarat, Morwell and Maroochydore). ALF is currently negotiating lease agreements for further
premises in Hobart, South Australia and Northern Queensland. The Company’s plan is to locate and open approximately
30 shopfront outlets in South Australia, Western Australia, Northern Territory, Tasmania, and provincial Victoria and
Queensland by the end of 2008.
The Company has also recently secured from AZD the global master franchise rights whereby the Company has the right to
operate the Amazing loans franchise throughout the world except in those areas reserved to AZD under the Franchise
(“Global Franchise”). The Company is investigating its options with these rights including operating or selling.

This Prospectus seeks to raise $9 million by the issue of 15,000,000 Shares to investors at 60 cents each.
Funds raised under this Prospectus will be applied by the Company in establishing shopfront stores in Australia, working
capital, investigating international expansion of the Amazing Loans business model and in payment of the costs of the Offer.
I strongly recommend that investors read the contents of this Prospectus. It contains important information regarding the
financial position of ALF, the Franchise, the Global Franchise and that of AZD, as well as details of the terms and conditions
of the Shares offered. I would also urge you to seek independent advice before making a decision to invest.
My fellow Directors and I have confidence in the future of the Company, and commend to you this Prospectus and the
investment it offers.
Yours sincerely




Harold Hansen
Chairman


648776_2.DOC                                                                                                                    2
1.          Details of the Issue

1.1         Description of the Offer                                        1.5       Minimum Subscription
Under this Prospectus Shares are being offered for issue                    The minimum subscription level for the Offer is
by the Company on the basis of 15,000,000 Shares at 60                      $2,000,000. No Shares will be allotted until the minimum
cents per Share to raise $9 million.                                        subscription level has been reached. If the minimum
                                                                            subscription has not been received within 3 months of the
The minimum application is for $50,000 and thereafter in                    Prospectus Date, the Company will refund all
multiples of $1,000. Where a fraction of a share results                    subscriptions received.
on allotment, the number of Shares to issue will be
rounded up the next whole number. For example an
Application for $50,000 results in an application for                       1.6       Application of proceeds of Offer
83,333.33 Shares which will be rounded up by the                            Proceeds of the Offer at minimum and maximum
Company on allotment to 83,334 Shares.                                      subscription amounts are intended to be applied as
The total aggregate amount raised under the Offer will                      follows:
represent approximately 15% of the Company’s issued                                                        Minimum             Maximum
Shares at completion of the Offer.                                                                      Subscription         Subscription
All of the Shares offered under this Prospectus will rank                       Costs of Offer              $192,310             $577,310
equally with all existing ordinary shares currently on issue
                                                                                Store Fit-outs             $1,427,690           $5,632,690
in the Company.
                                                                                Working capital             $200,000            $2,520,000
1.2         Purpose of Offer                                                    International               $180,000             $270,000
The purpose of this Offer is to:                                                expansion/
                                                                                Investigation
.           provide the Company with funds to establish                         TOTAL                      $2,000,000           $9,000,000
            shopfront locations under the “Amazing Loans”
            brand;                                                          Should the Offer raise less than the maximum
                                                                            subscription amount but more than the minimum
.           provide working capital in respect of the                       subscription amount, the Company will scale back from
            Franchise;                                                      its intended use of funds in the following order:
.           investigate international expansion under the                   .         a scale back of the investigating of international
            Global Franchise; and                                                     expansion;
.           apply funds raised in payment of the costs of the               .         a scale back of capital to be available for store
            Offer.                                                                    fit-outs; and

1.3         Structure of Offer                                              .         a scale back of working capital.
                                                                            The application of proceeds of the Offer is consistent with
Offer Pricing                                                               the aims of the Company defined in this Prospectus, and
                                                                            the Directors believe that, at the minimum subscription,
The Offer Price is 60 cents per Share.
                                                                            the Company will have enough working capital to carry
                                                                            out its objectives.
Company’s discretion
The Company reserves the right not to proceed with the                      1.7       Further Shares for no Additional Consideration
Offer at any time before the allocation of Shares to
                                                                            The Company will allot further Shares for no additional
successful Applicants under the Offer. If the Offer does
                                                                            consideration if an Applicant submits an Application for
not proceed, Application Monies will be refunded in full
                                                                            $100,000 or more and is issued Shares to the value of
(without interest).
                                                                            $100,000 or more, in which case the Applicant will
                                                                            receive extra Shares equal to 20% of that number of
1.4         Capital Structure                                               Shares that are the subject of its accepted Application
The ownership structure of the Company immediately                          (rounded down to the nearest whole number).
after completion of the Offer is shown in the table below.                  For example if an Application for $100,000 is accepted
                                                                            the Applicant will receive:
    Shareholders                                    No. of         % of
                                                                                .       Shares applied for under the Offer       166,667
                                                   Shares        Shares
                                                                                        (rounded up to the next whole
    Tourquet Pty Ltd                            9,600,001        16.11%                 number)
    Amazing Loans Limited                       5,000,000         8.39%         .       additional Shares for no                   33,333
    Other shareholders                         29,994,333        50.33%
                                                                                        consideration being 20% of 166,667
                                                                                        (rounded down to the nearest whole
    New shareholders pursuant                 15,000,000         25.17%                 number)
    to the Offer*
                                                                                Total Shares allotted                            200,000
    Total                                    59,594,334*           100%
    *Assumes that the Offer is fully subscribed and that no Shares for no
    additional consideration are issued – refer to section 1.7




648776_2.DOC                                                                                                                                 3
1.        Details of the Issue
1.8       Dividend Policy                                    .      close the Offer early without prior notice; or
The ability of the Company to pay dividends is subject to    .      vary any of the important dates set out in this
the availability of profit and other relevant factors.              Prospectus, including extending the Offer.
The Directors can give no assurance regarding the
payment of dividends for any financial year. Subject to      1.12   Underwriting and Handling Fees
cash flow requirements and profitability the Directors
                                                             The Offer is not underwritten.
present intention is to declare dividends to the extent of
50% of the net profit after income tax (NPAT) which will     The Company will pay a handling fee of 5% plus GST to
be franked to the extent that available imputation credits   financial intermediaries, in respect of successful
permit.                                                      Applications made by their private clients, lodged by that
                                                             intermediary and bearing their stamp.
1.9       Application for Shares
                                                             1.13   Allotment of Shares
All applications for Shares must be made by completing
the Application Form issued and attached to this             Allotment of the Shares under this Prospectus will take
Prospectus. An application for Shares may be accepted        place as soon as practicable after the Closing Date.
in full, for any lesser number, or rejected by the           Application Monies will be held in a subscription account
Company. If any application is rejected, in whole or in      until allotment.
part, the relevant Application Monies will be repaid         This account will be established and kept by the
without interest.                                            Company in trust for each Applicant. Any interest earned
The precise number of Shares allotted will not be            on the Application Monies will be for the benefit of the
determined until after the Offer closes.                     Company and will be retained by the Company
                                                             irrespective of whether allotment takes place.
1.10      How to apply for Shares                            The Company may at its discretion reject any Application
An Application for Shares can only be made by                or accept an Application in respect of a number of Shares
completing and lodging an Application Form contained in      less than the number applied for.
this Prospectus. The Application Form contains detailed      Where an Application is rejected, the Application Monies
instructions on how it is to be completed. An Application    will be returned in full with no interest. Where the number
Form must be accompanied by a cheque in Australian           of Shares allotted is less than the number applied for, the
dollars, crossed “not negotiable” and made payable to        surplus monies will be returned by cheque within 30 days
“Amazing Loans Franchises (Holdings) Limited – Share         of the Closing Date. Where no allotment is made, the
Application Account”. Applications received by the           amount tendered on Application will be returned in full by
Company which do not meet these requirements may be          cheque within 30 days of the Closing Date. Interest will
refused at the discretion of the Directors.                  not be paid on monies refunded.
Completed Application Forms and accompanying                 The Shares will be allotted and share certificates
cheques may be lodged at the following address:              dispatched to holders as soon as possible after
     Amazing Loans Franchises (Holdings) Limited             determination by the Company of entitlements.
     c/-Level 1 255 Blackburn Road
     Mount Waverley VIC 3149                                 1.14   Taxation
                                                             The Australian taxation consequences of any investment
     OR                                                      in Shares will depend upon the investor’s particular
                                                             circumstances. Potential investors should make their
     Amazing Loans Franchises (Holdings) Limited             own enquiries concerning the taxation consequences of
     c/-PO Box 4619                                          an investment in the Company. If you are in doubt as to
     Mulgrave VIC 3170                                       the course you should follow, you should consult your
                                                             stockbroker, lawyer, accountant or other professional
Completed Application Forms must be received before          adviser.
5pm (Melbourne time) on the Closing Date.
                                                             1.15   Enquiries
Completed Application Forms and cheque(s) should be
sent to the required address as soon as possible after the   If you require assistance to complete the Application
Offer opens.                                                 Form or require additional copies of this Prospectus you
                                                             should contact the Company on 03 8805 8000 or via the
1.11      Opening and Closing Dates of the Offer             Prospectus website at
                                                             http://www.amazingloans.com.au/investorrelations/prospe
The Opening Date of the Offer will be 27 July 2007 at        ctus.pdf.
9.00am (Melbourne time) and the Closing Date will be
31 August 2007 at 5.00pm (Melbourne time).                   If you require advice as to whether to invest in the
                                                             Company, you should seek professional advice from your
The Directors of the Company reserve the right to:           stockbroker, accountant or financial adviser.




648776_2.DOC                                                                                                              4
2.     The Amazing Loans Business

2.1    Overview of AZD’s activities
                                                                .        AZD will receive 70% of the application fees,
The Amazing Loans business was commenced by AZD in                       interest, and loan administration fees that are
June 2005. AZD was founded with a vision to become a                     earned on approved loans introduced by ALF,
leading alternative finance company and to be recognised                 while ALF will receive the remaining 30% of these
as a professional and ethical provider of innovative,                    fees and interest.
quality products at competitive prices. Its initial aim is to   (See section 7.1 for further information about this
become a leading provider of consumer finance in the            agreement)
high margin and fragmented Australian micro-lending
market. It now has a strategy to expand the number of           Global Franchise
financial services and financial products it offers as          On 8 June 2007 the Company entered into a Global
evidenced by its takeover bid for Investment Evolution          Master Franchise Sales Agreement with AZD. The
Limited to achieve this goal.                                   territory covered by the Global Franchise is worldwide but
                                                                excludes the various geographical locations reserved to
The strategy of AZD as a micro lender is to address the         each of AZD and ALF under the Franchise Agreement.
market needs of low to average income earners and
people suffering from socio-economic disadvantage that          Under the Global Master Franchise Sales Agreement the
tend to be ignored by mainstream institutional credit           Company:
providers such as banks.
                                                                .        can sell the products of AZD and all of its
Since commencement, AZD has grown significantly.                         associated entities (including Investment Evolution
                                                                         Limited and FirstRock Financial Limited);
Currently AZD’s main product offering is personal
unsecured finance of amounts ranging from $2,000 to             .        will approve/decline loans as it considers
$10,000. The term of a loan is 3 years with 156 weekly                   appropriate; and
repayments of principal and interest.                           .        will provide all loan funds for the loans generated
                                                                         through any of its sales outlets (and will therefore
These products (as well as other products that may be                    be responsible for any bad debts that arise).
developed by AZD, or available to it, from time to time)
will be offered through the shopfront stores to be opened       (See section 7.3 for further information about this
by the Company.                                                 agreement)

2.2    Industry Overview                                        Structure of Franchises

The consumer credit industry in which AZD currently             A diagrammatic representation of the structure of the
operates has undergone considerable growth in recent            franchises is set out below:
years as consumers have sought access to credit via
personal loans, credit cards, in-store loyalty cards and
payday loans. AZD expects that growth to be fuelled by                Amazing Loans
                                                                       Franchises                      Global Master
confidence in the general economy, a willingness of                     (Holdings)                    Franchise Sales
Australians to borrow funds and greater acceptance of                     Limited                       Agreement
non-traditional sources of finance. See Section 3 for
further information regarding the consumer credit industry                   100%
in Australia.

2.3    Grant of Franchises                                                                   Franchise
                                                                                             Agreement
                                                                      Amazing Loans                             Amazing Loans
Franchise Agreement
                                                                       Franchises                                  Limited
On 29 December 2006, AZD granted the Amazing Loans                       Pty Ltd
franchise rights to ALF for $4.4 million under a Franchise
Agreement. Under the Franchise Agreement, ALF
acquired the right to use the Amazing Loans franchise           2.4      Business objectives
Australia wide excluding New South Wales, ACT,
Melbourne metropolitan, Geelong, Brisbane metropolitan          The Amazing Loans business model is to provide short-
and Gold Coast regions. Under this transaction, AZD             term finance to parties on short notice upon the swift
also received 5 million ordinary shares in ALF.                 evaluation of a person’s ability to repay, as well as other
                                                                financial services and products, through “Amazing Loans”
The key terms of the Franchise Agreement are:                   branded shopfronts.
.      ALF will act primarily as the loan originator and will
                                                                2.5      Regulation
       be responsible for all fit-out, advertising and
       operating costs of its Amazing Loans outlets;
                                                                The Business operates in an industry which is highly
.      AZD will maintain full control over the loan             compliance focused. All loans currently undertaken by
       approval and collection process, provide loan            AZD are regulated by the Consumer Credit Code.
       funds to the customer and be responsible for any
       bad debts that arise; and                                2.6      Competition

                                                                The Australian finance industry tends to be dominated by
                                                                conventional finance institutions such as banks and


648776_2.DOC                                                                                                                    5
2.        The Amazing Loans Business
non-bank financial institutions. There are established             2.8    Lending Criteria
competitors in the market segment in which the Business
operates. The Business seeks to differentiate its                  As indicated in section 2.3, in respect of the Franchise
products and services from its competitors through its             Agreement, ALF will act primarily as a loan originator,
infrastructure, processes and procedures.                          while AZD will control loan approval and loan funds to
                                                                   customers introduced through the Company’s shopfront
The barriers to entry for competitors are considered by            locations.
AZD and the Company to be high due to the large level of           The main focus of the lending criteria of AZD is to provide
capital required, significant business infrastructure              loans for a period of 3 years with the ability to provide
required, establishing processes and procedures, and the           rollover facilities where prudent. AZD has a lending
ability to manage the risk of a lending business.                  manual which is used in assessing loan applications.
                                                                   The AZD Lending Manual includes details of all
AZD believes that it has an advantage over some                    investigations to be undertaken by AZD in relation to
traditional sources of finance as its business model is            credit risk of potential borrowers and details of AZD’s
based on a friendly and responsive approach, a fast loan           lending approval criteria.
appraisal process with an interest rate commensurate to
the risk and short lead time in providing loan funds.              Approval of Loans

2.7        Product Offering                                        The process of approval of all loan applications has been
                                                                   delegated to the lending manager of AZD who approves
The current main product offering of the Business                  those loan applications which comply with the criteria
consists of unsecured loans between $2,000 and                     listed below.
$10,000.

Key features of the product are:                                   Loan Applications

.          Affordable repayments;                                  Loan approvals of AZD require the following:

.          Fast loan approvals in less than 20 minutes (after      .      100 point ID check, 4 weeks’ pay-slips, bank
           receipt of all relevant information) to most people            statements for proof of income, Veda Advantage
           aged over 18;                                                  credit check, reference check and
                                                                          employer/benefit check;
.          Fixed interest rate for the term of the loan;
                                                                   .      loans will not normally be approved if in excess of
.          Fixed up-front loan application fee (non-                      20% of annual income and/or the client has a
           refundable);                                                   previous loan default record;
.          Once a loan is approved, a separate loan advance        .      completion of its standard loan documentation;
           and establishment fee is charged;                              and
.          Loan terms will vary depending on the size of the       .      where available, signing of a direct debit authority
           loan;                                                          to debit repayments against the customer’s bank
                                                                          account.
.          Approval generally requires a 100 point ID check,
           4 weeks’ pay-slips, bank statements for proof of
           income, credit check, reference check and               Loan Terms
           employer/benefit check;
                                                                   Currently, loan terms are for a period of 3 years.
.          Loans will not normally be approved if they exceed
           10% of annual income of the customer, or the            2.9    Loan Portfolio of AZD
           customer has a previous loan default record; and
                                                                   As at 30 April 2007 AZD’s loan portfolio comprised loans
.          In most cases, repayment through a direct debit         totalling $11,460,250 comprising a total of 5036 loans.
           authority with the customer’s bank.
                                                                   AZD’s bad debt expenses (which comprises write-offs
                                                                   and provision for bad debts) increased from $220,000 in
               Core Product Offering of the Business               2005 to $490,000 in 2006. In terms of the percentage to
                                                                   operating revenue, AZD’s bad debt expense has fallen
    Loan application fee          $30 non-refundable               from 13.5% to 10.3% due to improved loan collections
    Annual Percentage Rate        Up to 47.9% pa in all States     and loan management systems.
    (inclusive of all interest,
    fees and charges under                                         2.10   Default Procedure
    the loan)
                                                                   AZD presently imposes a default fee of $30 per default if
    Loan Advance and              Variable depending on size       payments are made late or direct debits are dishonoured.
    Administration Fee            and term of loan
                                                                   If a borrower is late in effecting a payment or otherwise
    Size of loans                 $2,000 - $10,000
                                                                   defaults on their loan, AZD has indicated that it will take
    Repayment Schedule            3 years (principal & interest)   action to recover the amount owed. Where appropriate,
                                                                   AZD issues a default notice to the borrower, and if this is
                                                                   not satisfied, AZD will instigate legal proceedings for
                                                                   recovery of outstanding amounts.



648776_2.DOC                                                                                                                     6
2.          The Amazing Loans Business
2.11        Funding Facility
AZD has in place a $25 million funding line with Ron
Medich Properties Pty Ltd which is secured over the
assets of AZD. The facility provides funding for loans
undertaken by AZD and is drawn down as required. As
at 30 April 2007 a total of $6.5 million had been drawn
down under the facility.
AZD is currently in negotiation to secure a $25 million line
of credit. If secured, the line of credit will be in addition to
the $25 million funding line with Ron Medich Properties
Pty Ltd and result in AZD having funding lines totalling
$50 million.

2.12 Capital Structure
At the date of this Prospectus, the Company has on issue
44,594,334 ordinary shares.

2.13 Direction of the Company
Australia
Through ALF, the Company plans to locate and open
approximately 30 branches in provincial Victoria, South
Australia, Western Australia and provincial Queensland
by the end of 2008. ALF currently has secured shopfront
locations under lease for the premises in the table set out
below.


Existing Leases

City/Town         Premises                     Start Date      Term      Rent                                                 Option to
                                                                                                                              Renew

Victoria
Albury            5/462 Dean Street            20/04/2007      3 years   $11,748 per annum                                    5 years

Morwell           17 Tarwin Street             02/04/2007      3 years   The lease is rent free for the first 2 months, and   5 years
                                                                         thereafter the rent payable is between $12,500
                                                                         plus GST per annum and $16,224 plus GST per
                                                                         annum over the following 3 year period.

Ballarat          72 Bridge Mall               16/02/2007      3 years   $31,350 per annum                                    5 years
Cranbourne        59 South Gippsland Highway   1/7/07          3 years   $29,400 plus GST per annum                           5 years
Tasmania
Launceston        84 George Street             09/03/2007      3 years   $25,000 per year including outgoings plus GST.       5 years
Launceston        3798 Invermay Road           01/05/2007      3 years   $10,572 per annum. There is a rent free period       5 years
                                                                         from the commencement of the lease to 1/9/07.

Queensland
Gympie            44 Mary Street               6/07            3 years   $18,860 plus GST per annum (inclusive of all         5 years
                                                                         outgoings).
Toowoomba         446 Ruthven Street           1/7/07          3 years   $50,000 per annum. There is a rent free period       5 years
                                                                         from the commencement of the lease to 31/8/07.
Cairns            2/129 Sheridan Street        15/6/07         3 years   $18,000 plus GST per annum.                          3 years
Maroochydore      1/95 Aerodrome Road          3/2007          3 years   $28,440 per annum (including GST and outgoings)      5 years



South
Australia
Salisbury         32 John Street               25/6/07         3 years   $11,400 plus GST per annum. There is a rent free     5 years
                                                                         period from the commencement of the lease to
                                                                         25/7/07.

The shopfronts located at Ballarat, Morwell and Maroochydore are currently trading.




648776_2.DOC                                                                                                                              7
2.    The Amazing Loans Business

Lease negotiations are underway for further premises in:
Tasmania

.      Hobart (2 premises)
Northern Queensland

.      Townsville

.      Bundaberg

.      Mackay

.      Rockhampton

.      Maryborough
South Australia

.      Port Adelaide

International Expansion
The Company is currently investigating its commercial
options in relation to the Global Franchise.




648776_2.DOC                                               8
3.     Consumer Credit Industry
3.1    What is Consumer Credit?
                                                               The Business does not currently offer this type of service.
Credit is money that is borrowed and then paid back over
time with additional charges known as interest and             Micro/Small loans providers
establishment fees. Generally consumer credit is
available by way of a credit or finance agreement, using a     Micro/small loans providers usually provide loans up to
credit card (from a credit card company or an affiliated       $10,000 with ranging levels of security and credit
store card) or taking out a loan.                              checking processes.

There are many types of credit including personal loans,       AZD is a micro/small unsecured loan provider.
home loans, credit cards, overdrafts, ‘interest-free’ loans,
store credit cards, lines of credit and payday loans.          3.3    Growth of the Alternative Finance Market
                                                               The emergence and expansion of the alternative financial
3.2    Overview of Alternative Finance Market                  market in Australia parallels similar developments in other
The Australian financial services industry can be sub-         Western industrialised nations.
divided into the following sectors:                            In the USA, Canada and the United Kingdom the
                                                               previous 2 decades have witnessed rapid expansion of
.      banks;
                                                               the alternative finance market.
.      non-bank financial institutions, including money        One of the major factors contributing to the growth of the
       market corporations, finance companies and              alternative finance market is that mainstream banks have
       permanent building societies;                           increasingly discouraged low-income consumers from
.      life insurance and superannuation funds; and            borrowing, both through raising basic transaction costs
                                                               and by removing financial products tailored to their
.      other managed funds and financial institutions,         needs. Major financial institutions have abandoned short-
       including cash management trusts, common                term small loans. Banks have redirected credit away
       funds, general insurance companies, friendly            from socially disadvantaged groups towards wealthier
       societies, public unit trusts and co-operative          consumers perceived to present less risk and yield higher
       housing societies.                                      profit margins.
The providers of credit in the Australian credit industry      As a result of the large number of consumers being
can be divided into ‘mainstream credit providers’ and          excluded from financial services and products offered by
‘fringe or alternative finance providers’. The former are      mainstream banks the alternative finance market has
made up of banks, building societies, credit unions and        expanded to meet the growing demand of consumers for
national finance companies. The latter refers to all those     access to credit and financial products.
credit providers on the fringe of the credit industry such
as payday lenders, pawnbrokers and micro or small loans        3.4    Australian Usage of Credit
lenders.
                                                               It has been reported by the Office of Fair Trading (Qld)
The Business operates in the alternative finance market.       that:
The different types of participants in the alternative         .      55% of all Australians over the age of 18 have a
finance market include:                                               major branded credit or charge card;

Payday Lenders                                                 .      more than 8 million Australians hold at least one
                                                                      or more major branded credit or charge card;
Payday lenders offer short-term cash loans between an
employee’s paydays. Payday lenders must operate                .      71% of all credit or charge card holders have a
within the same laws governing other lenders. Payday                  personal income of under $45,000 per annum;
loans are particularly appealing to people ineligible for a
loan from mainstream credit providers.                         .      In 2004, Australians made over 94 million credit
                                                                      purchases totalling $12.2 billion per month;
Payday lenders attract customers with the promise of
quick, easy and convenient cash, but usually at very high      .      Reserve Bank figures estimate the average limit
interest rates.                                                       per credit card is $7,235 and the average debt per
                                                                      credit card is $2,606; and
Payday loans are marketed as quick and easy to obtain,
available 'on the spot', 'cash when you need it' or 'cash      .      12,800 payday loans are made in Australia every
within the hour'.                                                     month and it is predicted that this amount will
                                                                      increase in line with trends in North America at a
Some payday lenders, unlike banks, building societies or
                                                                      rate of 12%-14% per annum in Australia.
credit unions, do not usually put customers through
comprehensive credit checks. Often loans can be                Australians have moved from saving to spending.
obtained by providing proof of residence and an income.        Consumers can access credit nearly everywhere - in
                                                               department stores, furniture shops, car dealers and real
The Business does not offer payday lending services.
                                                               estate agents, as well as from banks, credit unions and
                                                               even over the internet.
Pawnbrokers
Pawnbrokers provide loans using goods as security for
the loan. Should the loan not be repaid, then the goods
are sold into retail stores to recover the principal and
interest of the loan.


648776_2.DOC                                                                                                               9
3.         Consumer Credit Industry
                                                                           Table 2 illustrates credit applications in New South
According to credit reporting organisation, Veda                           Wales, Queensland and Victoria in the three months of
Advantage, personal loan applications increased by                         October to December 2006 compared to the same
10.9% in the December 2006 quarter compared to the                         period in 2005.
same period in 2005. Veda Advantage reported that                                                    Table 2
personal loans are fast becoming a preferred source or
credit for Australians, with an all-time high of 2.7 million                Credit applications in NSW, VIC and QLD in the three
applications in 2006, up 200,000 on 2005.                                 months of October to December 2006 compared to the same
                                                                                                period in 2005
According to recently published data by Veda Advantage,
as illustrated in Table 1, unsecured credit demand for
personal loans increased nationally by 7.06% in the
                                                                           State       Personal      %       Credit       %
December quarter of 2006 as compared with the
                                                                                        Loans      change    Cards      change
December 2005 quarter. The percentage increases in
New South Wales, Queensland and Victoria are also
illustrated in Table 1.                                                    NSW         231,059     11.8%     322,860     0.9%
                           Table 1
                                                                           VIC         146,902     12.1%     219,294     1.4%
Details of credit applications nationally and in NSW, VIC and
    QLD in the December 2006 quarter compared to the
                    December 2005 quarter                                  QLD         176,715     10.9%     187,991     1.0%

                                                                          Source: Veda Advantage
     State       Personal       %           Credit       %
                  Loans       change        Cards      change


     NSW         886,206       +8.1%      1,341,970     +7.9%


     VIC         567,856       +8.9%       907,338      +3.9%


     QLD         677,393       +7.4%       757,741      +3.5%


     National   2,794,132      +7.7%      3,732,499     +5.3%
     Total

 Source: Veda Advantage


Table 3 illustrates national unsecured discretionary credit applications by month from October 2002 to June 2006.
                                                                Table 3




                                                       Source: Veda Advantage




648776_2.DOC                                                                                                                     10
3.     Consumer Credit Industry
Table 4 illustrates the percentage change in credit demand for credit cards and personal loans in Australia between the April
2005 quarter and the April 2006 quarter.

                                                          Table 4




                                                 Source: Veda Advantage



The data displayed in Tables 1 to 4 is in respect of applications made to Veda Advantage’s credit bureau by lenders and not
every application may be approved by lenders.
Data, as illustrated in Tables 1 to 4, indicates a continued willingness of Australian consumers to use credit for consumer
purchases and other lifestyle needs.


3.5    Regulation                                                   and Money Plus, all of which have shop fronts that
                                                                    provide small short term personal loans. Potential
The Consumer Credit Code operates throughout                        competitors to the Global Franchise are not yet known.
Australia and governs all consumer credit transactions.
                                                                    Competition in the alternative finance market is
Under the Consumer Credit Code, a credit provider is                influenced by a number of factors, including:
defined as any business that provides finance to
purchase goods, services and land, or to lease goods.               Price – The level of interest rate charged and loan
These credit providers include banks, building societies,           establishment fees.
credit unions, finance companies, payday lenders and
businesses.                                                         AZD aims to be one of the price leaders in its core micro-
                                                                    lending market segment. Its internal research and
The Consumer Credit Code applies to credit providers if             customer feedback suggests that it currently provides the
they charge for the credit and their customers are                  cheapest customer lending rates compared to the
individuals or residential strata corporations who use it           majority of its major competitors.
mostly for personal, household or domestic purposes.
                                                                    Brand name and reputation – The ability of the
Under the Consumer Credit Code credit providers must                prospective customer to be attracted to the products and
advise the borrower of their rights and obligations under           services of the business.
the credit arrangement. Credit providers are required to
provide a written contract that includes information on             Amazing Loans shopfronts are bright, colourful,
interest rates, fees, commissions and a payment                     professional and welcoming. The brand name, marketing
schedule.                                                           and image have been designed to be memorable. AZD
                                                                    has a program of staff training designed that person
A number of the state governments are currently                     working in the shopfronts meet the highest standards of
conducting a review of the finance sector in which AZD              conduct and ethics to maintain reputational risk.
operates. AZD has indicated to the Company that it has
made formal submissions and is in discussions with the              Service/Speed – Staff knowledge regarding loan
respective departments of the relevant state                        features and functionality as well as customer service
governments.                                                        levels and speed are important factors in attracting
                                                                    business. There is a need to ensure staff acquire the
                                                                    relevant knowledge to address customer queries to
3.6    Competition                                                  attract repeat customers and customer loyalty.
There are several established competitors in the market             AZD provides an average loan approval turnaround time
segment in which the Company will operate. The major                of less than 20 minutes (after receipt of all relevant
competitors of the Franchise are City Finance, Cash                 documents).
Stop, Cash Converters, GE Money, Money Centre, AMX



648776_2.DOC                                                                                                                  11
3.     Consumer Credit Industry
Location –The location of a store affects the consumer
traffic attracted to the store.
The Company selected prime sites for all of its shopfront
locations, generally on the main street of each particular
suburb in order to maximise exposure and walk-in
customer traffic.

3.7    Barriers
The barriers to entry for competitors in the alternative
finance market are considered to be high due to the
significant government regulation, large amount of capital
required, significant business infrastructure requirements,
establishing effective processes and procedures,
establishing adequate distribution channels and the ability
to manage the risk of a micro lending business.
The Company believes that the Amazing Loans business
model has an advantage over competitors based on:

.      streamlined application process;

.      low operating costs;

.      superior branding;

.      ethical standards required by all staff at all times;

.      effective loan distribution channels;

.      a targeted marketing strategy

.      a strong management team.




648776_2.DOC                                                   12
4.     Directors and Management
4.1    Directors

Harold Hansen – Chairman                                       Lisa Stribley – Director




                                                               Lisa is a Certified Practicing Accountant. She has 14
                                                               years experience in the accounting profession,
Harold is an accountant, CPA, and has been a partner in        specialising in business development consulting, taxation
an accounting firm for 34 years and is the CEO of              advice and compliance for the small to medium enterprise
Hansens Accountants Pty Ltd.                                   market.

He has had extensive experience in tax planning,               She has been a Partner of Hansens Accountants Pty Ltd
management accounting, joint venture property                  for over 9 years and has been instrumental in growing the
syndicates and more recently, has helped many clients in       business throughout this period.
their wealth creation strategies.
                                                               Lisa has extensive experience in property syndicates,
He has also worked with clients in measuring and               prospectus development for unlisted public companies
managing their affairs to co-ordinate strategies that have     and agribusiness investments.
allowed them to diversify their business strategies to
encompass financial planning products, property
development, share warrants and developments in
venture capital operations.

As a member of the Australian Society of CPA’s, Harold
has chaired a number of Public Accountants discussion
groups and spoken at many accounting conferences and
presented on subjects that have helped many other
accounting firms become proactive in helping clients view
their futures.

Trevor Schoenmaekers – Director




Trevor is a Certified Practicing Accountant and Company
Director. He has 18 years experience in the accounting
profession, specialising in business development and
taxation advice.
He has been a Partner of Hansens Accountants Pty Ltd
for over 9 years and has been instrumental in growing the
business throughout this period. Hansen’s is in BRW’s
top 100 accounting firms and is one of the fastest growing
and successful accounting firms in Australia.

Trevor’s experience and expertise in growing businesses
and maintaining close and proactive relationships with all
of his clients has allowed him to assist his clients to plan
for, and implement, strategies for growth and expansion.




648776_2.DOC                                                                                                           13
4.    Directors and Management

4.2   Organisational Chart
The organisational structure of the Company and ALF as at the Prospectus Date is detailed below.


                                             Organisation Structure


                                            Board of Directors
                                        Harold Hansen - Chairman
                                     Trevor Schoenmaekers - Director
                                          Lisa Stribley - Director

                                              Damien Mathieson                                Bryce Hoare
                                             Chief Operating Officer                           Consultant

                                  Imelda Damayanti
                             National Marketing Manager
                              and Call Centre Manager




   Dianna Zivanovic             Call Centre staff               Rene Fulko                     Tracy Bray
 Administration Manager                                      Operations Manager           Assistant Operations




                                                      Branch Staff




648776_2.DOC                                                                                                     14
5.     Financial Information

5.1    Independent Accountant’s Report




18 July 2007

The Directors
Amazing Loans Franchises (Holdings) Limited
Level 1, 255 Blackburn Road
Mount Waverly VIC 3149



Dear Sirs,

                                  INDEPENDENT ACCOUNTANT’S REPORT

Introduction

This report has been prepared by Moore Stephens Sydney Pty Limited for inclusion in a prospectus to be dated
on or about 18 July 2007 relating to the issue by Amazing Loans Franchises (Holdings) Limited (“ALF Holdings”)
ACN: 125 208 291 (the “Company”) of up to 15,000,000 fully paid shares at an offer price of $0.60 per share.
The minimum application is for $50,000 and thereafter in multiples of $1,000.

The Offer has not been underwritten.

Expressions defined in the Prospectus have the same meaning in this report.

This report considers the pro-forma balance sheet at completion of the proposed capital raising immediately
after the initial application date and the historical financial information.

Background

The Company was incorporated as a holding company on 31 May 2007. The Company holds 100% of the share
capital of Amazing Loans Franchises Pty Limited (“ALF”). ALF was incorporated on 4 December 2006. ALF acts
as a franchisor of Amazing Loans Limited (“AZD”) products. On 29 December 2006, AZD granted the Amazing
Loans franchise rights to ALF for $4.4 million under a Master Franchise Agreement to use Amazing Loans
franchise Australia wide, excluding New South Wales, ACT, Melbourne metropolitan, Geelong, Brisbane
metropolitan and Gold Coast regions. ALF plans to locate and open approximately 30 branches in South
Australia, Western Australia, Northern Territory and provincial Victoria and Queensland by the end of 2008. ALF
currently has lease agreements in place for 4 premises in Victoria, 2 in Tasmania, 4 in Queensland and 1 in
South Australia. Trading has commenced at 3 shopfronts (namely Ballarat, Morwell and Maroochydore). Refer
to section 2.3 and 2.13 of the Prospectus for further information.

Financial Information

The Directors of the Company have determined that the pro forma financial information presented in
Appendices 1 to 5 of this report are the most relevant to potential investors and accordingly comprise of
balances and results of the Group since incorporation of ALF, assuming ALF Holdings existed at that time..

The pro forma financial information set out in Appendices 1 to 5 of this report includes:

a.    Appendix 1 – The pro forma consolidated income statement for Amazing Loans Franchises (Holdings)
      Limited and its controlled entities (“ALF Holdings Group”), for the financial period ended 30 April 2007;

b.    Appendix 2 – The pro forma consolidated balance sheet of ALF Holdings Group as at 30 April 2007 pre
      capital raising and the pro forma consolidated balance sheet of ALF Holdings Group as at 30 April 2007
      post capital raising based on minimum and maximum subscription amounts;




648776_2.DOC                                                                                                 15
5.    Financial Information
c.   Appendix 3 – The pro forma consolidated cash flow statement of ALF Holdings Group, for the financial
     period ended 30 April 2007 pre capital raising and pro forma cash flow statement as at 30 April 2007 post
     capital raising based on minimum and maximum subscription amounts;

d.   Appendix 4 – The pro forma consolidated statement of changes in equity of ALF Holdings Group as at 30
     April 2007 pre capital raising and pro forma statement of changes in equity as at 30 April 2007 post capital
     raising based on minimum and maximum subscription amounts; and

e.   Appendix 5 – The details of the methodology applied in preparing the pro forma financial information and
     material accounting policies adopted and disclosed by the Company.

Pro forma historical financial information

The pro forma historical financial information contained in Appendices 1 to 5 of this Report have been prepared
by the Directors in accordance with the recognition and measurement principals prescribed in Australian
Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001,
modified for certain presentation matters for the purpose of inclusion in the Prospectus. The material accounting
policies adopted by the entity are summarised in Appendix 5 of this Report.

The pro forma historical financial information has been derived by consolidating the dormant parent company
ALF holdings, assuming it had been incorporated before 30 April 2007, with the audited financial statements of
ALF, for the 10 months ended 30 April 2007 as prepared by the Directors of ALF.

Historical pro forma adjustments

No adjustments have been made to the historical financial information of ALF included in the pro forma
consolidated financial information for the financial period ended 30 April 2007 "pre capital raising" of ALF
Holdings as disclosed in Appendices 1 to 5.

Responsibilities

The Directors are responsible for the preparation and content of the pro forma financial information including
determination of the pro forma adjustments. It is our responsibility to review the pro forma financial information
and report on it. We disclaim any responsibility for any reliance on this report or the financial information to
which it relates for any purpose other than that for which it was prepared. This Report should be read in
conjunction with the full Prospectus.

Scope

The Directors have requested Moore Stephens Sydney Pty Limited prepare a report covering the following
information:

a.   The pro forma consolidated income statements, balance sheets, cash flow statement, statement of
     changes in equity and related notes of ALF Holdings Group for the financial period ended 30 April 2007 pre
     capital raising; and

b.   The pro forma consolidated balance sheet, pro forma cash flow statement, statement of changes in equity
     and related notes of ALF Holdings Group as at 30 April 2007 post capital raising, which assumes
     completion of the offer with a minimum and maximum subscription.

Review of pro forma financial information

Moore Stephens Sydney Pty Limited has conducted an independent review of the pro forma financial
information included in the Appendices to this report in order to state whether, on the basis of the procedures
described, anything has come to our attention that would indicate that the pro forma historical financial
information is not presented fairly in accordance with the methodology applied in preparing the pro forma
financial information and material accounting policies adopted and summarised in the Notes set out in Appendix
5.

Our review has been conducted in accordance with Australian Auditing Standards AUS902 "Review of Financial
Reports". We have made such enquires and performed such procedures as we, in our professional judgement,
considered reasonable in the circumstances, which were limited primarily to:



648776_2.DOC                                                                                                   16
5.    Financial Information
a.   Review of relevant working papers detailing the adjustments and the assumptions on which they were
     made, accounting records and other documentation, as appropriate;

b.   A review of adjustments made to the pro forma consolidated balances sheets, cash flow statements,
     statement of changes in equity and related notes;

c.   Consideration of the consistency in application of the recognition and measurement principles prescribed in
     Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations
     Act 2001; and

d.   An enquiry of ALF and ALF Holdings Directors, management and others.

The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance
provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not
express an audit opinion.

The Directors of the Company are responsible for the pro forma historical financial information included in the
Appendices to this report.

Review statement on pro forma financial information

Based on our review, which is not an audit, nothing has come to our attention which would cause us to believe
that:

a.   the pro forma financial information of ALF Holdings as set out in Appendices 1 to 5 of this report is not
     drawn up so as to present fairly, the pro forma consolidated financial performance and pro forma
     consolidated financial position of ALF Holdings Group;

b.   the pro forma financial information is not prepared in accordance with the methodology and accounting
     policies summarised in Appendix 5;

c.   the assumptions, notes, accounting policies and estimated expenses of the offer made by Directors, do not
     provide a reasonable basis for the preparation of the pro forma financial information.

Legal Proceedings

To the best of Moore Stephens Sydney Pty Limited's knowledge and belief, there are no material legal
proceedings outstanding or currently being undertaken not otherwise disclosed in this report which would cause
the information included in the report to be misleading.

Dilution of shareholders interests
As set out at Section 1.7 of the Prospectus, the Company will allot further Shares for no additional consideration
if an Applicant submits an Application for and is issued Shares to the value of $100,000 or more, in which case
the Applicant will receive extra Shares equal to 20% of that number of Shares that are the subject of its
accepted Application. The total number of extra shares that could be issued assuming the minimum
subscription and maximum subscriptions is 666,660 and 2,999,970 shares respectively. The dilutionary impact
is illustrated below

                          Minimum subscription $2m                 Maximum subscription $9m
 Shareholders           No. of      % of     % of Shares          No. of      % of     % of Shares
                       Shares      Shares    (undiluted)         Shares      Shares (undiluted)
                                 (undiluted)                               (undiluted)
 Tourquet Pty Ltd      9,600,001     20.0%        19.8%          9,600,001     16.1%        15.3%
 Amazing Loans
 Limited               5,000,000        10.4%        10.3%       5,000,000        8.4%          8.0%
 Other
 shareholders         29,994,333        62.6%        61.7%     29,994,333        50.3%         47.9%
 New
 shareholders
 pursuant to the
 Offer                 3,333,333         7.0%         8.2%*    15,000,000        25.2%        28.8%*
 Undiluted Total      47,927,667                               59,594,334


648776_2.DOC                                                                                                   17
5.    Financial Information

                         Minimum subscription $2m                 Maximum subscription $9m
 Shareholders           No. of    % of     % of Shares           No. of    % of     % of Shares
                        Shares   Shares    (undiluted)           Shares   Shares (undiluted)
                               (undiluted)                              (undiluted)

 Shares for no
 additional
 consideration
 alloted to New
 Shareholders             666,660                               2,999,970
 Fully diluted Total   48,594,327                              62,594,304

* includes Shares for no additional consideration

Subsequent Events

Please refer to Note 8 of Appendix 5 of this report.

Amazing Loans Franchises (Holdings) Limited was incorporated on 31 May 2007.

Apart from the matters dealt with in this report, and having regard to the scope of our report, to the best of our
knowledge and belief no other material transactions or events outside of the ordinary business of the Company
have come to our attention that would require comment on, or adjustment to, the information referred to in our
report or that would cause such information to be misleading or deceptive.

Sources of Information

We have made enquiries of the Directors of the Company and other parties as considered necessary during the
course of our analysis. We have also referred to the Prospectus and material documents which will relate to the
operations of the Company.

We have no reason to believe the information supplied is not reliable.

Declarations

Moore Stephens Sydney Pty Limited has prepared this report for inclusion in the Prospectus. We have not acted
in any other capacity to the Prospectus, and have not been involved in the preparation of any part thereof.

Moore Stephens Sydney Pty Limited does not have any interest in the outcome of this issue of shares in ALF
Holdings other than a fee in connection with the preparation of this report for which normal professional fees in
the order of $18,000 will be received. No pecuniary or other benefit, direct or indirect, has been received by
Moore Stephens Sydney Pty Limited for or in connection with the making of this report.

This Report has been prepared on behalf of Moore Stephens Sydney Pty Limited by Scott Melville Whiddett,
who is a Director of Moore Stephens Sydney Pty Limited and a partner of Moore Stephens Sydney, Chartered
Accountants. Mr Whiddett is an associate of the Institute of Chartered Accountants and a Registered Company
Auditor. Mr Whiddett has over 16 years of experience including audit of public companies, detection of fraud,
valuations, economic loss calculations, due diligence and the preparation of Independent Expert’s Reports.

Other than as disclosed above, Mr Whiddett, the other Directors and the staff involved with the preparation of
this report have, at the date of this report, no interest or financial relationship with ALF or ALF Holdings.

Yours faithfully,
MOORE STEPHENS SYDNEY PTY LIMITED




S.M. WHIDDETT
Director



648776_2.DOC                                                                                                   18
5.   Financial Information




648776_2.DOC                 19
5.    Financial Information

APPENDIX 1

ALF HOLDINGS GROUP

Pro forma Consolidated Income Statements

The Pro forma Consolidated Income Statement is to be read in conjunction with the accompanying notes set out
in Appendix 5


 Incorporation to 30 April 2007                                             $

 Revenue                                                                        31,969

 Other Income                                                             1,097,823


 Accountancy expenses                                                       (50,350)

 Advertising expenses                                                       (19,560)

 Auditors' remuneration                                                     (12,400)

 Consultancy fees                                                          (963,638)

 Depreciation and amortisation expenses                                          (340)

 Directors fees                                                             (50,000)

 Employee benefit expenses                                                   (4,380)

 Legal fees                                                                 (13,932)

 Other expenses                                                             (19,988)

 Operating loss before tax                                                   (4,796)

 Income tax expense                                                              1,439

 Operating loss after tax                                                    (3,357)




648776_2.DOC                                                                                              20
5.    Financial Information

APPENDIX 2

ALF HOLDINGS GROUP

Pro forma Consolidated Balance Sheets

The Pro forma Consolidated Balance Sheets are to be read in conjunction with the accompanying notes set out
in Appendix 5.

                                                                Post capital raising
                                                             Minimum         Maximum
                                              Pre capital   subscription    subscription
 As at 30 April 2007                            raising        $2m             $9m
                                   Note            $             $               $
 CURRENT ASSETS

 Cash and cash equivalents                      6,881,548      6,189,238      12,804,238

 Trade and other receivables         3            734,339        734,339        734,339

 Total Current Assets                           7,615,887      6,923,577      13,538,577
 NON-CURRENT ASSETS

 Financial assets                    4          5,399,741      5,399,741       5,399,741

 Plant & equipment                   5             71,339         71,339          71,339

 Intangible assets                   6          4,000,400      9,000,400       9,000,400

 Total Non-Current Assets                       9,471,480     14,471,480      14,471,480

 Total Assets                                 17,087,367      21,395,057      28,010,057
 Current Liabilities

 Trade creditors & accruals                       568,512      3,068,512       3,068,512

 Group tax payable                                    747            747               747

 Superannuation payable                               395            395               395

 Total Current Liabilities                        569,654      3,069,654       3,069,654
 Non Current Liabilities

 Application Monies                           14,121,065                -                -
 Total Non-Current
 Liabilities                                  14,121,065                -                -

 Total Liabilities                            14,690,719       3,069,654       3,069,654

 Net Assets                                     2,396,648     18,325,403      24,940,403

 Equity

 Contributed equity                  7          2,400,005     18,325,760      24,943,760

 Retained profits                                 (3,357)         (3,357)        (3,357)

 Total Equity                                   2,396,648     18,325,403      24,940,403




648776_2.DOC                                                                                              21
5.   Financial Information

APPENDIX 3

ALF HOLDINGS GROUP

Pro Forma Consolidated Cash Flow Statements

The Pro forma Consolidated Cash Flow Statements are to be read in conjunction with the accompanying notes
set out in Appendix 5.


Incorporation to 30 April 2007                                    Post capital raising
                                            Consolidated       Minimum          Maximum
                                             Pre capital      subscription     subscription
                                               raising           $2m              $9m
                                                  $                $                $

Cash Flows from Operating activities
Cash receipts in the course of operations         -                -                -
Cash payments in the course of
operations                                     (1,297,477)      (1,297,477)      (1,297,477)
Interest received                                   31,969           31,969           31,969
Finance costs paid                                     (16)             (16)             (16)

Net cash used in Operating activities          (1,265,525)      (1,265,525)      (1,265,525)

Cash Flows from Investing activities
Payments of plant and equipment                   (71,679)         (71,679)         (71,679)
Payments for investments                       (4,301,918)      (4,301,918)      (4,301,918)
Payments for intangibles                       (4,000,400)      (6,500,400)      (6,500,400)

Net cash used in Investing activities          (8,373,997)     (10,873,997)     (10,873,997)

Cash Flows from Financing activities
Proceeds from Share Issue                       2,400,005        4,207,695       10,822,695
Proceeds from capital raising                  14,121,065       14,121,065       14,121,065

Net cash provided by financing
activities                                     16,521,070       18,328,760       24,943,760

Net increase in cash held                       6,881,548        6,189,238       12,804,238

Cash at beginning of financial year               -                -                -

Cash at end of year                             6,881,548        6,189,238       12,804,238




648776_2.DOC                                                                                            22
5.    Financial Information

APPENDIX 4

ALF HOLDINGS GROUP

Pro forma Consolidated Statements of Changes in Equity

The Pro forma Consolidated Statements of Changes in Equity are to be read in conjunction with the
accompanying notes set out in Appendix 5.


 Incorporation to 30 April 2007                                         Post capital raising
                                                        Pre          Minimum         Maximum
                                                      capital       subscription    subscription
                                                      raising          $2m             $9m
                                                         $               $               $

 Total equity at the beginning of the period                    -          -                -



 Profit attributable to equity shareholders              (3,357)          (3,357)          (3,357)

 Shares on issue at 4 December 2006 -
 114,600,000 fully paid ordinary shares               2,400,005        2,400,005        2,400,005

 Application for 41,292,397 Shares                              -     14,121,065      14,121,065

 Shares to be issued - minimum subscription
 3,333,334 shares                                               -      2,000,000                    -

 Shares to be issued - maximum subscription
 15,000,000 shares                                              -               -       9,000,000

 Estimated costs of the offer                                          (192,310)        (577,310)

 Total equity as at 30 April 2007                     2,396,648       18,325,403      24,940,403




648776_2.DOC                                                                                            23
5.    Financial Information

APPENDIX 5

ALF HOLDINGS GROUP

Note 1: Basis of Preparation

The pro forma consolidated income statement, balance sheets, cash flow statements and statements of change
in equity have been prepared on the basis of the following methodology:

(a)   Pro forma Consolidation

      Whilst ALF Holdings was Incorporated on 31 May 2007, a pro forma consolidation has been performed as
      at 30 April 2007 on the basis that the Company controlled ALF since its Incorporation on 4 December
      2006. The Company itself has not traded.


(b)   30 April 2007 pre-capital raising
      The pro forma consolidated income statement and balance sheets have been derived as follows:
      • The actual audited financial statements of Amazing Loans Franchises Pty Limited for the period 4
          December 2006 to 30 April 2007 as prepared by the directors, and are audited by Houston & Co,
          Chartered Accountants. The audit opinion was unqualified.
      • There have been no material adjustments required to be made to the historical actual balances and
          results of Amazing Loans Franchises Pty Limited for the period ended 30 April 2007 “pre capital
          raising”.


(c)   30 April 2007 post-capital raising (minimum and maximum)
      The 30 April 2007 post-capital raising pro forma balance sheets have been derived from the audited
      financial statements of Amazing Loans Franchises Pty Limited as prepared by the Directors of Amazing
      Loans Limited and audited by Houston & Co., Chartered Accountants.

      Additionally, the effect of the following adjustments has been included:
      • On 8 June 2007, the company entered into a Global Master Franchise Sales Agreement with
          Amazing Loans Limited in exchange for $5 million consideration. (Refer to Section 7.3 of the
          Prospectus). $2.5 million was paid on 8 June 2007 and has been adjusted against cash with the
          remaining $2.5 million balance owing being adjusted against Creditors in the pro forma post capital
          raising balance sheet.
      • The incorporation of Amazing Loans Franchises (Holdings) Limited on 31 May 2007.
      • Allotment of shares in ALF Holdings with respect to application monies of $14,121,065 received by
          ALF.
      • Proceeds from the minimum subscription of $2,000,000.
      • Proceeds from the maximum subscription of $9,000,000.
      • The payment of anticipated capital raising expenses of approximately $192,310 for the minimum
          subscription and $577,310 for the maximum subscription.
      • Assumes that no Shares for no additional consideration are issued – refer to section 1.7 of the
          Prospectus.
      • No adjustment has been made for the additional costs associated with being a public company.




648776_2.DOC                                                                                               24
5.    Financial Information
APPENDIX 5 (CONTINUED)

ALF HOLDINGS GROUP

NOTE 2: Statement of Significant Accounting Policies

The pro forma financial report covers the consolidated groups of Amazing Loans Franchises (Holdings) Limited
and it’s controlled entity Amazing Loans Franchises Pty Limited. Amazing Loans Franchises (Holdings) Limited
is a company limited by shares, incorporated and domiciled in Australia.

The pro forma historical financial information contained in Appendices 1 to 5 of this Report have been prepared
by the Directors in accordance with the recognition and measurement principals prescribed in Australian
Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001,
modified for certain presentation matters for the purpose of inclusion in the Prospectus. The material
accounting policies adopted by the entity are summarised below.

Principles of Consolidation

A controlled entity is any entity Amazing Loans Franchises (Holdings) Limited has the power to control the
financial and operating policies of so as to obtain benefits from its activities.

All controlled entities have a June financial year-end. All inter-company balances and transactions between
entities in the consolidated group, including any unrealised profits or losses, have been eliminated on
consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies
with those policies applied by the parent entity.

Where controlled entities have entered or left the consolidated group during the year, their operating results
have been included/excluded from the date control was obtained or until the date control ceased.

Plant and Equipment

Plant and equipment are carried at cost and are depreciated over their useful lives to the Company.

Financial Instruments
Recognition
Financial instruments are initially recognised at cost on the trade date, which includes transaction costs, when
the contractual rights or obligations exist. After initial recognition, financial instruments are measured as set out
below:

Financial assets at fair value through profit and loss
A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short
term or if so designated by management and within the requirements of AASB 139. Unless designated as a
hedge, derivatives are also categorised as held for trading. Realised and unrealised gains and losses arising
from changes in the fair value is recognised in the income statement immediately.

Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are stated at amortised cost using the effective interest rate method.




648776_2.DOC                                                                                                             25
5.    Financial Information
APPENDIX 5 (CONTINUED)

ALF HOLDINGS GROUP

NOTE 2: Statement of Significant Accounting Policies

Held to maturity investments
Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed
maturities. It is the company's intention to hold these investments to maturity.

Available-for-sale financial assets
Available-for-sale financial assets include any financial assets not included in the above categories. Available-
for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair
value are taken directly to equity.

Financial liabilities
Non-derivative financial liabilities are brought to account at amortised cost, comprising original debt less
principal payments and amortisation.

Derivative instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in
the income statement immediately unless the derivative is designated and effective as a hedging instrument, in
which event, the timing of the recognition in the income statement depends on the nature of the hedge
relationship.

Fair value
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not
active (and for unlisted securities), the company establishes fair value by using valuation techniques. These
include reference to the fair values of recent arm's length transactions, involving the same instruments or other
instruments that are substantially the same, discounted cash flow analysis and option pricing models.

Impairment
The company assesses at each balance date whether there is objective evidence that a financial asset or group
of financial assets is impaired. In the case of available-for-sale, a significant or prolonged decline in the fair
value of a security below its cost is considered in determining whether the security is impaired. Impairment
losses are recognised in the income statement.


Financial Assets
Financial assets are initially recognised on the cost basis, including acquisition charges associated with the
financial asset. The carrying amounts of financial assets are reviewed annually by the director. The recoverable
amounts are assessed from the quoted current market value for shares in listed companies or the underlying
net assets for other non-listed corporations. The expected net cash flows from investments have not been
discounted to their present value in determining the recoverable amounts recognised, unless otherwise stated.

Intangibles
Goodwill
Goodwill is initially recorded at the amount by which the purchase price for a business exceeds the fair value
attributed to its net assets at date of acquisition. Goodwill is tested annually for impairment and carried at cost
less accumulated impairment losses.




648776_2.DOC                                                                                                          26
5.    Financial Information
APPENDIX 5 (CONTINUED)

ALF HOLDINGS GROUP

NOTE 2: Statement of Significant Accounting Policies

Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates relevant to the
financial assets.

Revenue from the providing of a service is recognised when the customer receives the service.

Critical accounting estimates and judgments
In preparing this financial report, the directors were required to make estimates and assumptions. These
estimates and assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates. The estimates and
underlying assumptions are reviewed on an ongoing basis.

                                                               30 April 2007
                                                                 Minimum          Maximum
                                           Pre capital         subscription      subscription
                                             raising               $2m              $9m
                                                $                    $                $
Note 3: Receivables
Current
Receivables                                     200,000             200,000             200,000
Prepayments                                      12,934              12,934              12,934
GST on supplies                                 519,966             519,966             519,966
Other receivables                                 1,439               1,439               1,439
                                                734,339             734,339             734,339

Note 4: Financial Assets
Non-Current
Shares in Amazing Loans Ltd –
available for sale                              5,399,741           5,399,741          5,399,741

Note 5: Plant and equipment
Office Equipment at cost                          71,679              71,679             71,679
Accumulated depreciation                           (340)               (340)              (340)
  Total Plant and Equipment                       71,339              71,339             71,339

Note 6: Intangible Assets
Formation Expenses at Cost                          400                  400                400
Franchise Fee                                 4,000,000            4,000,000          4,000,000
Global Franchise Fee                                       -       5,000,000          5,000,000
                                              4,000,400            9,000,400          9,000,400

Note 7: Contributed equity
Issued and paid-up capital
Issued capital                                2,400,005          18,328,760         24,943,760
Retained earnings                                (3,357)             (3,357)            (3,357)

                                              2,396,648          18,325,403         24,940,403




648776_2.DOC                                                                                                    27
5.    Financial Information

APPENDIX 5 (CONTINUED)

ALF HOLDINGS GROUP

Note 8: Events subsequent to Balance Date

Amazing Loans Franchises (Holdings) Limited was incorporated on 31 May 2007. The intention of this company
is to act as holding of Amazing Loans Franchises Pty Ltd, through the acquisition of all shares on issue of the
Company through the issue of shares in the Amazing Loans Franchises (Holdings) Limited and further capital
raising.

Note 9: Contingent liabilities

The Directors are not aware of any other contingent liabilities existing at the end of the financial period.

Note 10: Related party transactions

a. Directors

The names of Directors of the Company who have held office for the period from 4 December 2006 to 30 April
2007 are:

Harold Hansen
Trevor Schoenmaekers
Bryce Hoare

b. Director's and director-related entities' holding of ordinary shares on issue

The interests of the Directors and Director-related entities in shares of the Company are set out below.


 Name                                                                                30.04.2007
                                                                                         No.
 Tourquet Pty Ltd                                                                       9,600,001
 Amazing Loans Limited                                                                  5,000,000
 Total                                                                                 14,600,001

c. Director' and Director-related entities' transactions with the Company

Transactions between Directors and Director-related entities are on normal commercial terms and conditions no
more favourable than those available to other parties unless otherwise stated. Details of transactions are as
follows:

Consulting fees

During the period the Company paid consulting fees to the following director-related entities for assisting in the
management of the Company:
                                                                                                  $

 Management services provided by Hansens Accountants an entity
 associated with directors - Harold Hansen, Trevor Schoenmaekers and
 Lisa Stribley                                                                            352,385

 Management services provided by Jackstar Pty Limited, an entity
 associated with director – Bryce Hoare                                                   222,000




648776_2.DOC                                                                                                     28
5.    Financial Information

APPENDIX 5 (CONTINUED)

ALF HOLDINGS GROUP

Note 11: Capital and Leasing Commitments

(a) Finance Leasing and Hire Purchase Commitments

Neither Amazing Loans Franchises (Holdings) Limited or Amazing Loans Franchises Pty Ltd
has no exposure to finance leasing.

(b) Operating Lease Commitments
Non-cancellable operating leases contracted for but not capitalised in the
financial statements

Payable
– minimum lease payments – not later than 12 months                                         -
 – between 12 months and 5 years (Ballarat and Morwell)                                   47,850
– greater than 5 years                                                                      -
                                                                                          47,850

The property leases are a non-cancellable lease with a three-year term,
with rent payable monthly in advance. Contingent rental provisions
require that the minimum leases payments shall be increased by CPI.
An option exists to renew the leases at the end of the three-year term for
an additional five years.


(c) Capital Expenditure Commitments
Capital expenditure commitments contracted for:
Plant and equipment purchases
Capital expenditure projects
 - Ballarat (Actual)                                                                     79,486
 - Morwell (Estimated)                                                                   50,000
                                                                                        129,486

Payable
– not later than 12 months                                                              129,486
– between 12 months and 5 years (Ballarat, Morwell and                                     -
Ma)
Maroochydore)
– greater than 5 years                                                                     -
                                                                                        129,486

Note 12: Financial Instruments

Financial Risk Management
The entity’s financial instruments consists primarily of deposits with banks, local money market instruments,
short-term investments, accounts receivable and payable, loans to and from subsidiaries, bills and leases.

The main purpose of non-derivative financial instrument is to raise finance for group operations.

The entity does not have any derivative instruments at 30 April 2007.




648776_2.DOC                                                                                                    29
5.    Financial Information
APPENDIX 5 (CONTINUED)

ALF HOLDINGS GROUP
Note 12: Financial Instruments (continued)

Treasury Risk Management
A finance committee consisting of senior executives of the group meet on a regular basis to analyse currency
and interest rate exposure and to evaluate treasury management strategies in the context of the most recent
economic conditions and forecasts.

Financial Risks
The main risks that Amazing Loans Franchises (Holdings) Limited and Amazing Loans Franchises Pty Ltd are
exposed to through its financial instruments is liquidity risk.

Interest rate risk
Interest rate risk is managed with a mixture of fixed and floating rate debt. Neither Amazing Loans Franchises
(Holdings) Limited or Amazing Loans Franchises Pty Ltd has any debt as such they are not exposed to interest
rate risk.

Foreign currency risk
The entity is not exposed to fluctuations in foreign currencies.

Liquidity risk
The entity manages liquidity risk by monitoring forecast cash flows and ensuring that
Adequate unutilized borrowing facilities are maintained.

Credit risk
The maximum exposure to credit risk , excluding the value of any collateral or other security, at balance date to
recognised financial asset, is the carrying amount, net of any provisions for impairment of those assets , as
disclosed in the balance sheet and notes to the financial Statements.

The economic entity does not have any material credit risk exposure to any single receivable or group of
receivables under financial instruments entered into by the economic entity

Price Risk
The entity is not exposed to any material commodity price risk




648776_2.DOC                                                                                                    30
5.     Financial Information




5.2    No Directors’ Forecasts
The Company has not included any forecasts or
prospective financial information for future financial years
in this Prospectus. The Directors consider that there
does not exist, at this time, reasonable grounds for
including forecasts for future earnings for the Company
as both the Company and ALF were formed recently.
While trading has commenced recently at 3 shopfronts
(namely Ballarat, Morwell and Maroochydore), it is too
early to determine future earnings with any certainty at
this time.
The benefits and risks of investing in Shares in the
Company are, in the opinion of the Board, adequately
disclosed in this Prospectus.




648776_2.DOC                                                   31
6.     Investment Risks
An investment in the Company involves various risks            Termination of Franchise
which can be broadly divided into general risks and
specific risks. Applicants should consider if an               The Company’s ability to carry on the Business is
investment in the Company suits their financial objectives     dependent on the continuation of the Franchise
and should obtain independent financial advice before a        Agreement and the Global Master Franchise Sales
decision is made to proceed.                                   Agreement.
                                                               If the Franchise Agreement is terminated, the ability to
Before any decision is made to subscribe for Shares in         carry on the Business in Australia will effectively cease as
the Company, the following risks, as well as other matters     ALF has agreed to a non-competition provision which
described in this Prospectus, should be considered.            prevents it from competing with AZD for 12 months after
                                                               termination. Accordingly, the Company’s ability to
6.1    General Risks                                           continue as a going concern in the short to medium term
                                                               is dependent on the continuation of the Franchise
Economic, Social and Political Conditions                      Agreement. A summary of the key terms of the
                                                               Franchise Agreement is set out at section 7.1.
Changing economic, social and political conditions in          Likewise if the Global Master Franchise Sales Agreement
Australia and overseas may affect the demand for the           is terminated the Company will be required to cease
type of finance offered under the Franchise and the            carrying on business under the “Amazing Loans” brand.
Global Franchise. Periods of declining economic activity
or uncertainty may see a downturn in demand for loan           Pricing pressure
facilities.
                                                               AZD’s pricing structure may not be able to compete
Factors, such as, but not limited to, political movements,     successfully against current or future competitors where
stock market trends, changing customer preferences,            aggressive pricing policies are employed to capture
interest rates, exchange rates, inflation levels, commodity    market share. That competition could result in price
prices, industrial disruption, environmental impacts,          reductions, reduced gross margins and loss of market
international competition, taxation changes and legislative    share, any of which could materially adversely affect the
or regulatory changes, may all have an adverse impact          operating results of the Franchise, as the Company
on the operating costs and profit margins of the Franchise     (through ALF) will receive 30% of application fees,
and the Global Franchise. These factors are beyond the         interest and loan administration fees on loans originated
control of the Company and it cannot, with any degree of       by ALF.
certainty, predict how they will impact on it or the
Business.                                                      Reliance on key personnel

War and terrorist attacks                                      The unforeseen loss or incapacity of the Directors, or
                                                               other key management personnel including those at AZD
War or terrorist attacks anywhere in the world could result    may have a negative effect on the Franchise, and the
in a decline in economic conditions worldwide or in a          ability of AZD to raise funds (to service loan applications
particular region. There could also be a resultant material    serviced through the Company’s shopfronts) and to
adverse effect on the business, financial condition and        manage loans.
performance of the Franchise and the Global Franchise .
                                                               ALF does not have keyman insurance in place.
6.2    Specific Risks
                                                               Ability to attract personnel
Inadequate financial capability                                The success of the Franchise and Global Franchise
                                                               depends, in part, on the ability to identify, attract, motivate
The Company may not be able to attract additional capital      and retain additional suitably qualified management and
(if required) to service the working capital requirements of   sales personnel. Competition for qualified staff is strong.
the Business.                                                  The inability to access and retain the services of a
                                                               sufficient number of qualified staff could be disruptive to
Limited operating history                                      the development efforts or business development of the
                                                               Franchise and the Global Franchise and could materially
Both the Company and ALF have a limited operating              adversely affect operating results of the Company.
history having been formed on 31 May 2007 and
6 December 2006, respectively, upon which an
                                                               Profitability
evaluation of future prospects can be based. While the
Company has secured under lease shopfront locations as         Future operating results of the both Franchise and global
set out at section 2.13, as at the Prospectus Date the         Franchise will depend to a large extent on the Company’s
Company (through ALF) has only recently commenced              ability to successfully manage expansion and growth,
business operations at three of those premises (Ballarat,      which necessarily requires expansion of all aspects of the
Morwell and Maroochydore). Similarly the Company was           business operations, such as revenue forecasting,
granted the Global Franchise on 8 June 2007 and                addressing new markets, controlling expenses,
international expansion of the Business is being               implementing infrastructure and systems and managing
assessed.                                                      its assets. Inability to control the costs and organisational
                                                               impacts of business growth or an unpredicted decline in
An investor in the Company must consider the risks and
                                                               the growth rate of revenues without a corresponding and
difficulties frequently encountered by businesses with
                                                               timely reduction in expense growth or a failure to manage
limited operating histories. There can be no assurance
                                                               other issues arising from growth could materially
that the Franchise and the Global Franchise will be
                                                               adversely affect the operating results of the Company.
profitable in the future.



648776_2.DOC                                                                                                               32
6.     Investment Risks
Under the Franchise, ALF earns income from the                   Legislation and other regulatory standards
following sources (which is paid to ALF by AZD):
                                                                 The Franchise may be affected by changes in the
.      30% of the administration fees generated under            Consumer Credit Code and other specific State
       each loan that is written from its introduction;          consumer legislation, the Corporations Act, taxation laws
                                                                 or Australian Accounting Standards. Any variation in
.      30% of the loan application fee; and                      legislation and government policy may also affect the
                                                                 Franchise and the environment in which the Company
.      30% of the interest charged over the term of the          and ALF operate.
       loan.
                                                                 The Global Franchise may be affected by similar risks,
Changes in demand for finance offered by AZD, and                depending on jurisdiction in which the Company wishes
events such as loan defaults and bad debts will therefore        to operate.
affect the profitability of ALF and ultimately the Company.
                                                                 On-going capital requirements for the Company
Finance
                                                                 If the Company requires access to further funding at any
In Australia, AZD will provide all loan funds for loans          stage in the future, it may be adversely affected in a
generated through ALF sales outlets. If AZD refuses to           material way if, for any reason, access to that capital is
provide a loan to the borrower, ALF is not permitted to          not available. There can be no assurance that additional
refer or assist the borrower in obtaining a loan from            funds will be available. If additional funds are raised by
another source. ALF is therefore dependent on AZD, as            issuing equity securities, this may result in dilution of
franchisor, continually being able to supply funds               some or all of the then existing shareholders of the
necessary to fulfil loan approvals. In particular, if the        Company.
funding facility with Ron Medich Properties Pty Ltd was to
cease and not be replaced, or if the new line of credit          Technology Risk
currently under negotiation (see section 2.11) did not
                                                                 AZD has invested in the development of loan
eventuate, the ability of AZD to supply funds to ALF
                                                                 management systems, disaster backup and recovery
would be affected.
                                                                 systems and other information technology systems
                                                                 designed to maximise the efficiency of operations. If the
The Company’s ability to expand internationally will             systems are not adequately maintained, secured or
depend in large on its ability to secure funding facilities to   updated, there may be a negative impact on the
fund loans sourced from shopfronts in overseas                   performance of the Franchise.
jurisdictions. There can be no guarantee that the
Company will be able to secure such facilities at all or on
                                                                 Taxation Risks
favourable terms.
                                                                 The tax consequences and risks of the Offer depend
Management of bad debts                                          upon the specific circumstances of each applicant, who
                                                                 should obtain their own professional taxation advice
Under the Franchise, bad debts are managed by AZD as             regarding the applicable law in respect of the Offer.
franchisor, which has experienced, and expects that it will
continue to experience, loan defaults by customers.
                                                                 Term of Investment and Illiquidity of Investment
Defaults may occur for a wide range of reasons, including
changes in a customer’s circumstances, death and
changes in the general state of the Australian economy.          Applicants will be investing in an unlisted public company,
                                                                 with no ready market for the sale of shares in the
The risk of bad debt may be minimised by assessment of           Company. As such, any investment in shares in the
loans in accordance with standard procedures. AZD                Company should be considered illiquid.
applies strict default recovery procedures overseen by
the collections manager, which for loans more than 90            Applicants should regard any investment in the Company
days overdue may lead to instigation of legal enforcement        as a medium to long term investment.
proceedings against the customer. The existence of bad
debts will ultimately affect the profitability of ALF and
therefore the Company.




648776_2.DOC                                                                                                              33
7.     Material Documents

7.1    Franchise Agreement                                      7.2    Principal and Agency Agreement
AZD and ALF entered into a Franchise Agreement on               On 2 May 2007 AZD entered into a Principal and Agency
29 December 2006. The period of the franchise is                Agreement with ALF whereby ALF agreed to negotiate
indefinite. The territory covered by the franchise is           and sign contracts with customers (as agent for AZD)
Australia, but excludes New South Wales, the                    after AZD has made all necessary inquiries and granted
Australian Capital Territory, the Melbourne metropolitan        credit approval. On signing, AZD is bound by such credit
area, Geelong, the Brisbane metropolitan area and the           contracts. AZD is to pay the loan amount to ALF, which
Gold Coast.                                                     is in turn lent to the borrower. ALF will collect all payment
                                                                from the borrower due under the credit contracts.
Under the agreement ALF has agreed to open
approximately 30 sales outlets in Western Australia,            The agreement may be terminated at any time by giving 3
South Australia, Tasmania, Northern Territory, country          months notice. The agreement also contains the
Victoria and Queensland. In exchange for being granted          termination ‘for cause’ provisions, such as termination for
the franchise rights under the agreement, ALF agreed to         breach and insolvency related events.
pay $2.4m by way of a territory reservation deposit and a
further $2m as balance of the consideration for the             7.3    Global Master Franchise Sales Agreement
Franchise.
                                                                AZD and the Company entered into a Global Master
Under the Franchise Agreement ALF can only promote              Franchise Sales Agreement on 8 June 2007. The period
and sell AZD products, and is not permitted to sell any         of the Global Franchise is indefinite, but may be
other products of any kind without AZD’s approval.              terminated in certain circumstances. The territory
Under the Franchise Agreement ALF is entitled to be paid        covered by the Global Franchise is worldwide but
by AZD within 5 banking days of the end of the month in         excludes Australia in those areas which remain the
which the loan was written:                                     exclusive property of AZD under the Franchise
                                                                Agreement, and those areas which have already been
.      30% of the administration fees generated under           purchased by ALF under the Franchise Agreement.
       each loan that is written from its introduction;         In exchange for being granted the Global Franchise rights
.      30% of the application fee; and                          under this agreement, the Company agreed to pay $2.5m
                                                                on 8 June 2007, and a further $2.5m as balance of the
.      30% of the interest charged over the term of the         consideration at a date to be agreed between the parties.
       loan.
                                                                The Global Franchise must be operated using the name
AZD will provide all loan funds for loans generated             “Amazing Loans”. The Company can sell the products of
through any sales outlet of ALF. AZD is responsible for         AZD and all of its associated entities including Investment
the approval of rejection of loans. If AZD refuses to           Evolution Limited and FirstRock Financial Limited. The
provide a loan to the borrower, ALF is not permitted to         Company is not permitted to sell any other products
refer or assist the borrower in obtaining a loan from           without AZD approval.
another source.
                                                                The Company:
All advertising, marketing and promotional activities are to
be carried out by ALF at its cost in accordance with the        .      must operate all sales outlets in accordance with
AZD operating manual. ALF is not permitted to conduct                  the AZD operating manual, and is responsible for
any form of advertising, marketing or promotional activity             costs associated with its sales outlets;
outside its territory without the written agreement of AZD.     .      is responsible for all costs associated with any
ALF is required to provide ongoing training to its staff to a          advertising, marketing or promoting activity;
level and in conformity with the AZD operating manual.
                                                                .      will approve/decline loans;
If ALF wishes to sell or transfer the Franchise or any
shares in the franchise company, AZD is given a right of        .      will provide all loan funds for the loans generated
first refusal to acquire the business or shares. AZD’s                 through any of its sales outlets.
consent is required before the business or shares may be        All employees are employees of the Company, and must
sold.                                                           be trained to a level and in conformity with the AZD
The Franchise Agreement is of indeterminate duration,           operating manual.
but may be terminated in certain circumstances.                 The Company may terminate the agreement by giving 6
ALF may terminate the agreement by giving 6 months              months notice, in which case the Company is deemed to
notice, in which case ALF is deemed to have waived all          have waived all rights to sell the Global Franchise, and
rights to sell the Franchise, and AZD may consequently          AZD may consequently purchase or sell the Global
purchase or sell the Franchise to another party or deal         Franchise to another party or deal with it as it sees fit.
with it as it sees fit. The proceeds of any such sale will      The proceeds of any such sale will be given to the
be given to ALF, less costs incurred by AZD.                    Company, less costs incurred by AZD.

AZD may terminate the agreement in the event of a               The Company is permitted to raise capital to fund the cost
breach by ALF or where an insolvency event occurs in            of purchasing the Global Franchise, fit outs, working
relation to ALF. On termination for any reason ALF is           capital, investments and any other purpose it decides.
restrained from competing with AZD for 12 months.




648776_2.DOC                                                                                                              34
7.    Material Documents
7.4    Consultancy Services Agreements (ALF)                necessary, conciliation is exhausted. The agreement
                                                            with Hansens Accountants is non-exclusive.
Hansens Accountants Pty Ltd – Harold Hansen
                                                            Jackstar Holdings Pty Ltd
ALF has entered into a Consultancy Services Agreement
with Hansens Accountants Pty Ltd. Under the                 ALF has entered into a Consultancy Services Agreement
agreement, Hansens Accountants is to provide financial      with Jackstar Holdings Pty Ltd. Under the agreement,
management advice to ALF, and assist in the selection of    Jackstar Holdings is to provide project management skills
sites for ALF stores. The services of Hansens               for the selection of sites and fitout of new ALF stores, and
Accountants must be carried out by Harold Hansen who        the management of the day to day business operations of
will act as State Manager of ALF in Victoria, South         ALF. The services of Jackstar Holdings must be carried
Australia and Tasmania. The agreement is for a term         out by Bryce Hoare who will act as State Manager – Chief
ending on 31 December 2007. The agreement also              Operating Officer of ALF in Victoria, South Australia and
contains an option for a further term of 3 years.           Tasmania. The agreement is for a term ending on 31
                                                            December 2007. The agreement also contains an option
Hansens Accountants is paid $120,000 per annum plus         for a further term of 3 years.
GST. A review of this fee is to be conducted in June of
each year. The termination provisions of the agreement      Jackstar Holdings is paid $120,000 per annum plus GST.
include standard insolvency type events, as well as a       A review of this fee is to be conducted in June of each
provision for termination for non-performance under the     year. The termination provisions of the agreement
agreement after a process of consultation and, if           include standard insolvency type events, as well as a
necessary, conciliation is exhausted. The agreement         provision for termination for non-performance under the
with Hansens Accountants is non-exclusive.                  agreement after a process of consultation and, if
                                                            necessary, conciliation is exhausted. The agreement
Hansens Accountants Pty Ltd - Trevor                        with Jackstar Holdings is non-exclusive.
Schoenmaekers
                                                            Imelda Damayanti
ALF has entered into a Consultancy Services Agreement
with Hansens Accountants Pty Ltd. Under the                 ALF has entered into a Consultancy Services Agreement
agreement, Hansens Accountants is to provide financial      with Imelda Damayanti. Under the agreement, Imelda
management advice to ALF, and assist in the selection of    Damayanti is to supervise the national marketing of ALF
sites for ALF stores. The services of Hansens               and the call centre management function of ALF. The
Accountants must be carried out by Trevor                   agreement is for a term ending on 31 December 2007.
Schoenmaekers who will act as State Manager of ALF in       The agreement also contains an option for a further term
Victoria, South Australia and Tasmania. The agreement       of 3 years.
is for a term ending on 31 December 2007. The
agreement also contains an option for a further term of 3   Imelda Damayanti is paid $130,000 per annum plus GST.
years.                                                      A review of this fee is to be conducted in June of each
                                                            year. The termination provisions of the agreement
Hansens Accountants is paid $60,000 per annum plus          include standard insolvency type events, as well as a
GST. A review of this fee is to be conducted in June of     provision for termination for non-performance under the
each year. The termination provisions of the agreement      agreement after a process of consultation and, if
include standard insolvency type events, as well as a       necessary, conciliation is exhausted. The agreement
provision for termination for non-performance under the     with Imelda Damayanti is non-exclusive.
agreement after a process of consultation and, if
necessary, conciliation is exhausted. The agreement         7.5    Share Sale Agreement
with Hansens Accountants is non-exclusive.
                                                            Under a Share Sale Agreement dated 31 May 2007, the
Hansens Accountants Pty Ltd – Lisa Stribley                 Company acquired all the shares in ALF from AZD and
                                                            Tourquet Pty Ltd in return for issuing to the sellers shares
ALF has entered into a Consultancy Services Agreement       in the Company as follows:
with Hansens Accountants Pty Ltd. Under the
agreement, Hansens Accountants is to provide financial      .      to Tourquet Pty Ltd - 9,600,000 ordinary shares at
management advice to ALF, and assist in the selection of           an issue price of 25 cents per share;
sites for ALF stores. The services of Hansens
Accountants must be carried out by Lisa Stribley who will
                                                            .      to AZD - 5,000,000 ordinary shares at a total price
                                                                   of $5.00.
act as State Manager of ALF in Victoria, South Australia
and Tasmania. The agreement is for a term ending on 31      The agreement contains various warranties in relation to
December 2007. The agreement also contains an option        the shares acquired by the Company including such
for a further term of 3 years.                              shares being duly issued and allotted and fully paid up,
                                                            being free from encumbrance, and that ALF has not given
Hansens Accountants is paid $30,000 per annum plus          any options over unissued shares.
GST. A review of this fee is to be conducted in June of
each year. The termination provisions of the agreement
include standard insolvency type events, as well as a
provision for termination for non-performance under the
agreement after a process of consultation and, if


648776_2.DOC                                                                                                          35
8.     Additional Information

8.1    Incorporation                                         Transfer
                                                             A Shareholder may transfer all or any of its Shares by:
The Company was incorporated on 31 May 2007.
                                                             .      in any common form or form approved or adopted
8.2    Tax Status and financial year                                by the Directors.
                                                             The directors of the Company may decline to register any
The Company will be treated as a public company for
                                                             transfer
Australian taxation purposes.
                                                             If the directors of the Company decline to register a paper
The Company has a financial year end of 30 June.             based transfer or seek to apply a holding lock, the
                                                             Company must give the lodging party a written notice of
8.3    Share Capital                                         the refusal and the precise reasons within five business
                                                             days after the date on which the transfer was lodged with
                                                             the Company.
As at the Prospectus Date, there is only one class of
shares on issue in the Company, being fully paid ordinary
shares, and the number of fully paid ordinary shares on      Variation of rights
issue is 44,594,334 shares.
                                                             Any share can be issued with preferred, deferred or other
8.4    Constitution and Rights Attaching to Shares           special rights, obligations or restrictions, as the board
                                                             may determine. The rights and restrictions attaching to
Set out below is a summary of the major provisions of the    any class of shares of the Company can only be altered
Constitution and rights attaching to ownership of shares     with the consent in writing of shareholders with at least
in the Company.                                              75% of the votes in the class, or by special resolution
                                                             passed at a separate meeting of the holders of the shares
Share Capital                                                of that class.

The directors may issue shares on any terms and              Subject to the requirements of the Corporations Act, the
conditions and of various classes and may issue shares       Company need not issue share certificates.
with preferential, deferred or special rights (including
rights to dividends or bonus shares for a certain class of   Forfeiture of shares
shareholder) as they so determine.

Meeting procedures                                           The Company is empowered to forfeit shares in relation
                                                             to which calls have been made or are deemed to have
                                                             been made and which remain unpaid in accordance with
Each shareholder and director of the Company is entitled     the Constitution and the Corporations Act.
to receive notice of and attend any general meeting of the
Company. The Company is obliged to convene and hold          Listing provisions
an annual general meeting.
                                                             The Constitution contains provisions which take account
Rights of ordinary shareholders                              of any listing on ASX including compliance with the ASX
                                                             Listing Rules, takeover provisions and sales of
Subject to restrictions on voting from time to time          unmarketable parcels of shares. Directors do not propose
affecting any class of shares in the Company, and any        to list the Company on any stock exchange at this time,
restrictions imposed by the Corporations Act, the ordinary   nor in the foreseeable future.
shares in the Company carry the right to cast one vote on
a show of hands and, on a poll, one vote for each fully      8.5    Interests of Directors
paid ordinary share held, and for each partly paid
ordinary share held, a value as the proportionate value as   Except as disclosed in this Prospectus, no director of the
the proportion to which the shares has been paid up.         Company holds or has held in the last 2 years before the
Voting may be in person or by proxy, attorney or             lodgement of this Prospectus with ASIC any interest:
representative.
                                                             .      in the formation or promotion of the Company: or
Dividends                                                    .      in any property acquired or proposed to be
                                                                    acquired by the Company in connection with its
The board may from time to time determine to pay a                  formation or promotion or the Offer in respect of
dividend, or interim dividend which is payable on all               which this Prospectus relates.
shares in proportion to the amount of capital paid up on     Except as disclosed in this Prospectus, no director of the
the shares. No dividends are payable except out of the       Company has been paid or has agreed to be paid or has
profits of the Company. The directors may also resolve       received or has agreed to receive any benefits:
to pay a dividend by the distribution of specific assets
including bonus shares. The board does not require           .      to induce them to become or to qualify as a
shareholder approval to pay a dividend or make an in                director of the Company: or
specie distribution of assets of the Company.
                                                             .      for services rendered by them in connection with
                                                                    the formation or promotion of the Company or in


648776_2.DOC                                                                                                            36
8.    Additional Information
       relation to the Shares in respect of which this                 Name                No. of Shares     Issue Price
       Prospectus relates.
                                                             Interests associated
Remuneration of Directors of the Company                     with Directors
                                                             Tourquet Pty Ltd                  9,600,001*   25 cents per
The Constitution of the Company provides that the
                                                                                                               share
directors may be paid, as remuneration for their services,
a sum determined by the shareholders of the Company in       Other Shareholders
a general meeting.                                           Amazing Loans Limited             5,000,000*      $5.00
Interests in the Company                                     Other non-associated               7,260,000   25 cents per
                                                             shareholders                                      share
No remuneration is payable as such by the Company to
the Directors. However, the following arrangements are                                        22,526,000    50 cents per
in place:                                                                                                      share

.      Hansens Accountants Pty Ltd, a company                                                    208,333    60 cents per
                                                                                                               share
       associated with Harold Hansen, Trevor
       Schoenmaekers and Lisa Stribley is paid               * Issued pursuant to the Share Sale Agreement referred to at
       consultancy fees of $120,000 (plus GST) per             clause 7.4.
       annum for the provision of services by Harold
                                                             Except for Shares issued to Amazing Loans Limited, the
       Hansen;
                                                             issue of Shares has represented seed capital funding
.      Hansens Accountants Pty Ltd, a company                received by ALF (by way of equity and loans) which has
       associated with Harold Hansen, Trevor                 been transferred to and capitalised in the Company.
       Schoenmaekers and Lisa Stribley, is paid
       consultancy fees of $60,000 (plus GST) per            8.7    Interests of Experts and Advisers
       annum for the provision of services by Trevor
       Schoenmaekers;                                        No expert, or firm in which an expert is a partner, has any
                                                             interest in the promotion of ALF or the Company and no
.      Hansens Accountants Pty Ltd, a company                amounts have been paid or agreed to be paid (whether in
       associated with Harold Hansen, Trevor                 cash or otherwise) to an expert, or to such firm, for
       Schoenmaekers and Lisa Stribley, is paid              services rendered in connection with the promotion of
       consultancy fees of $30,000 (plus GST) per            ALF or the Company other than set out below.
       annum for the provision of services by Lisa
       Stribley.                                             Moore Stephens Sydney Pty Limited has prepared the
                                                             Independent Accountant’s Report included in this
Tourquet Pty Ltd, a company associated with Harold           Prospectus, for which the Company has agreed to pay
Hansen, Trevor Schoenmaekers and Lisa Stribley holds         $18,000 plus GST.
9,600,001 shares in the Company. Interests associated
with those individuals hold the following number of shares   ClarkeKann has acted as lawyers to the Offer for which it
in Tourquet Pty Ltd:                                         will be paid a fee of approximately $45,000 plus GST and
.      Harold Hansen - 1,500,000 fully paid ordinary         an additional amount for disbursements.
       shares.
                                                             8.8    Consents
.      Trevor Schoenmaekers – 300,000 fully paid
       ordinary shares.                                      The following parties have given and have not, before the
                                                             date this Prospectus was lodged with ASIC, withdrawn
.      Lisa Stribley - 300,000 fully paid ordinary shares.
                                                             their written consent to be named in this Prospectus, in
Interests in AZD                                             the following terms:

.      Interests associated with Harold Hansen hold          .      Moore Stephens Sydney Pty Limited has given its
       2,320,622 ordinary shares in AZD.                            consent to be named in this Prospectus as
                                                                    Independent Accountant and to the inclusion of
.      Interests associated with Trevor Schoenmaekers               the Independent Accountant’s Report in Section
       hold 153,575 ordinary shares in AZD.                         5.1 in the form and context in which they are
                                                                    included;
.      Interests associated with Lisa Stribley hold
       140,875 ordinary shares in AZD and 4,950              .      Houston & Co, Chartered Accountants has given
       redeemable preference shares in AZD.                         its consent to be named in this Prospectus as
                                                                    Auditor of the Company; and
8.6    Issue Price of Shares prior to Prospectus Date
                                                             .      ClarkeKann has given its consent to be named in
The following details the price at which Shares were                this Prospectus as lawyers to the Offer in the form
issued in the Company prior to the Prospectus Date:                 and context in which it is named.




648776_2.DOC                                                                                                                37
8.     Additional Information
8.9    Responsibility Statements                              8.11   Litigation
                                                              The Directors are not aware of any litigation of a material
Each of the companies and firms named in Section 8.8:         nature pending or threatened that may significantly affect
.      has not authorised or caused the issue of this         the Company or ALF.
       Prospectus;
                                                              8.12   Expenses of the Offer
.      has not made any statement in this Prospectus, or
       any statement on which any statement in this           The estimated costs of the Offer including advisory, legal,
       Prospectus is based, except where expressly            accounting, tax and administrative fees, which are
       stated in Section 8.8;                                 payable by the Company, as well as printing, advertising,
                                                              brokerage fees and other expenses are currently
.      to the maximum extent permitted by law,
                                                              estimated to be $192,310 at minimum subscription and
       expressly disclaims and takes no responsibility for
                                                              $577,310 at maximum subscription.
       any part of this Prospectus other than a reference
       to its name or in respect of statements referred to
       in Section 8.8; and                                    8.13   Taxation and Tax File Number

.      was not involved in the preparation of the             You are not required to provide your tax file number
       Prospectus or any part of it except where              (“TFN”), but if you do not, or no TFN exemption details
       expressly attributed to it.                            are supplied, the Company may be required to withhold
                                                              tax from dividend payments at the highest marginal tax
8.10   Privacy                                                rate plus the Medicare levy (currently 48.5%).
                                                              Exemptions from quoting TFNs include recipients of
The information requested in the Application Form is          certain pensions (eg age, sole parent and veterans’
being collected by the Company. The Company collects          affairs pensions).
and holds the personal information for the purpose of
establishing and administering your investment with us.       8.14   Governing law
Such administration includes monitoring, auditing,            The Offer and the contracts formed under the Offer for
evaluating, modelling data, dealing with complaints,
                                                              the issue of Shares are governed by the laws applicable
answering queries and providing services in relation to
                                                              in New South Wales.
your investment. The Company will ensure that its
procedures comply with the Privacy Act 1988 (Cth) and
the National Privacy Principles established by that           8.15   Documents for Inspection
legislation.                                                  Copies of the Constitution, and the documents referred to
                                                              in Section 7 may be inspected at the registered office of
The information you provide to us will be held by us on a     the Company during normal business hours during the
strictly confidential basis and will only be used by us for   period of the Offer and for 3 months after the date of this
the purposes of the Company’s business and affairs. We        Prospectus.
may share your personal information with other third
parties such as government authorities when required by
law, legal and accounting firms and outsourced service
providers appointed by the Company.




648776_2.DOC                                                                                                            38
9.     Glossary

“A-IFRS” means Australian Equivalents to International     “Closing Date” means 31 August 2007, or such other
Financial Reporting Standards.                             date determined by the Directors.

“ALF” means Amazing Loans Franchises Pty Ltd               “Director(s)” means unless otherwise stated, a member
ABN 61 122 981 588, a wholly owned subsidiary of the       of the Board, either individually or combined where the
Company.                                                   context requires.

“Applicant” means a person who submits an Application      “Exposure Period” means the waiting period specified
Form.                                                      in Section 727(3) of the Corporations Act, being a
                                                           minimum period of 7 days after the date of lodgement of
“Application” means an application made to subscribe       this Prospectus with ASIC, during which an Application
for a specified number of Shares offered by this           must not be accepted. ASIC may extend the period to no
Prospectus.                                                more than 14 days after the date of lodgement.

“Application Forms” means the application form for the     “Franchise” means the Amazing Loans franchise being
Offer, contained in this Prospectus.                       operated by ALF pursuant to the Franchise Agreement.

“Application Monies” means the monies payable in           “Franchise Agreement” means the Agreement between
connection with an Application, being the Offer Price      ALF and AZD dated 29 December 2006.
multiplied by the number of Shares applied for.
                                                           “Global Franchise” means the Amazing Loans franchise
“ASIC” means the Australian Securities and Investments     being operated by the Company pursuant to the Global
Commission.                                                Master Franchise Sales Agreement.

“ASX” means Australian Stock Exchange Limited.             “Global Master Franchise Sales Agreement” means
                                                           the Agreement between the Company and AZD dated 8
“Auditors” means Moore Stephens Sydney, Chartered          June 2007.
Accountants.
                                                           “Independent Accountant” means Moore Stephens
“AZD” means Amazing Loans Limited                          Sydney Pty Limited.
ABN 68 112 725 756, a company listed on ASX which
has granted the Franchise to ALF.                          “Listing Rules” means the Listing Rules of ASX.

“Board” or “Board of Directors” means unless               “Offer” means the offer of Shares under this Prospectus
otherwise stated, the board of directors of the Company.   comprising the Offer.

“Business” means the business of producing short term      “Offer Price” means $0.60 per Share.
finance to parties on short notice, and other financial
services and products, through “Amazing Loans” branded     “Opening Date” means 27 July 2007, or such other date
shopfronts.                                                determined by the Directors.

“Business Day” means a day other than a Saturday,          “Prospectus” means this document (including the
Sunday or public holiday in New South Wales.               electronic form of this Prospectus), and any
                                                           supplementary or replacement prospectus in relation to
“Company” means Amazing Loans Franchises                   this document.
(Holdings) Limited ACN 125 208 291.
                                                           “Prospectus Date” means the date of this Prospectus
“Consumer Credit Code” means the uniform consumer          being 19 July 2007.
credit code contained in the Appendix of the Consumer
Credit (Queensland) Act 1994 given force by related        “Share” means a fully paid ordinary share in the capital
legislation in each state and territory of Australia.      of the Company.

“Corporations Act” means the Corporations Act 2001         “$” or “A$” means Australian dollars.
(Cth).




648776_2.DOC                                                                                                        39
10. Corporate Directory

Registered Office

Level 1 255 Blackburn Road
Mount Waverley VIC 3149

PO Box 4619
Mulgrave VIC 3170

Ph 03 8805 8000
Fax 03 8808 8088

Directors

Harold Hansen (Chairman)
Trevor Schoenmaekers (Director)
Lisa Jayne Stribley (Director)

Auditor
Houston & Co
Suite 3
113 Willoughby Road
CROWS NEST NSW 2065

Independent Accountant
Moore Stephens Sydney Pty Limited
Level 7
20 Hunter Street
SYDNEY NSW 2000

Lawyers to the Offer
ClarkeKann
Level 7
300 Queen Street
BRISBANE QLD 4000

                                    Each of the Directors of Amazing Loans
                                    Franchises (Holdings) Limited has consented to
                                    the lodgment of this Prospectus under
                                    Section 720 of the Corporations Act.

                                    This Prospectus is signed for the purposes of
                                    Section 351 of the Corporations Act.



                                    _____________________
                                    Harold Hansen - Director
     PIN CHEQUE(S) HERE

 Application Form
 Amazing Loans Franchises (Holdings)
 LimitedACN 125 208 291                                                                                         Broker Reference – Stamp Only
 Fill out this Application Form if you want to apply for shares in Amazing Loans Franchises              Broker Code           Advisor Code
 (Holdings) Limited
 •     Please read the Prospectus dated 19 July 2007.
 •     Follow the instructions to complete this Application Form (see reverse).
 •     Print clearly in capital letters using black or blue pen.
 OFFER CLOSES 31 AUGUST 2007 (unless closed earlier or extended)

 A      Total Amount Payable*                                                                 B   Number of Shares applied for*
        $                                                      @ $0.60 per Share =


*Minimum Application is $50,000 (which results in 83,333.33 Shares which, in accordance with the Prospectus, will be rounded up by the
Company on allotment to the next whole number (ie 83,334 Shares), and thereafter in multiples $1,000.

 C    Write the name(s) you wish to register the shares in (see reverse for instructions)
      Name of Applicant 1

      Name of Applicant 2 or < Account Name >

      Name of Applicant 3 or < Account Name >



 D    Write your postal address here
      Number / Street



      Suburb/Town                                                                                               State            Postcode



 E    CHESS participant – Holder Identification Number (HIN)
       X

 F    Enter your Tax File Number(s), ABN, or exemption category
      Applicant #1                                       Applicant #2

      Applicant #3                                                   Exemption Category



 G    Cheque payment details
       Please enter details of the cheque(s) that accompany this Application Form:
      Name of drawer of cheque                          Cheque No.            BSB No.             Account No.           Cheque Amount A$




                                                                                              TOTAL                $

 H    Contact telephone number (daytime/work/mobile)                           I   Email address



 By submitting this Application Form, I/We declare that this Application Form is completed and lodged according to the Prospectus
 and the instructions on the reverse of the Application Form and declare that all details and statements made by me/us are complete
 and accurate. I/We agree to be bound by the constitution of Amazing Loans Franchises (Holdings) Limited. I/We was/were given
 access to the electronic Prospectus together with the Application Form. I/We represent, warrant and undertake to the Company
 that our subscription for the above Shares will not cause the Company or me/us to violate the laws of Australia or any other
 jurisdiction which may be applicable to this subscription for Shares in the Company.
                        GUIDE TO THE APPLICATION FORM
         YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.
Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS.
These instructions are cross-referenced to each section of the Application Form.
Instructions
A.            If applying for Shares insert the $amount of Shares for which you wish to subscribe at Item A (not less than
              $50,000 and then in multiples of $1,000). Divide the $amount at A. by 0.60 AUD to calculate the total number of
              Shares applied for and enter the number of Shares at B. If a fraction of a Share results, insert the fraction – the
              Company will round the fraction up to the next whole number on allotment.
C.            Write your full name. Initials are not acceptable for first names.
D.            Enter your postal address for all correspondence. All communications to you from Amazing Loans Franchises
              (Holdings) Limited will be mailed to the person(s) and address as shown. For joint Applicants, only one address
              can be entered.
E.            If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if
              you would like the allocation to be directed to your HIN.
              NB: your registration details provided must match your CHESS account exactly.
F.            Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident.
              Where applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN's is authorised by taxation
              laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
G.            Complete cheque details as requested. Make your cheque payable to “Amazing Loans Franchises (Holdings)
              Limited - Share Application Account” in Australian currency, cross it and mark it "Not Negotiable". Cheques
              must be made in Australian currency, and cheques must be drawn on an Australian Bank.
H.            Enter your contact details so we may contact you regarding your Application Form or Application Monies.
I.            Enter your email address so we may contact you regarding your Application Form or Application Monies or other
              correspondence.
CORRECT FORMS OF REGISTRABLE TITLE
Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies
or other legal entities acceptable to Amazing Loans Franchises (Holdings) Limited. At least one full given name and
surname is required for each natural person.
Examples of the correct form of registrable title are set out below.
     Type of Investor                    Correct Form of Registrable Title                     Incorrect Form of Registrable Title

     Trusts                              Mr John David Smith                                   John Smith Family Trust
                                         <J D Smith Family A/C>
     Deceased Estates                    Mr Michael Peter Smith                                John Smith (deceased)
                                         <Est Lte John Smith A/C>
     Partnerships                        Mr John David Smith & Mr Ian Lee Smith                John Smith & Son

     Clubs/Unincorporated Bodies         Mr John David Smith                                   Smith Investment Club
                                         <Smith Investment A/C>
     Superannuation Funds                Mr John Smith & Mrs Mary Smith                        John & Mary Smith Superannuation
                                         <Smith Family Super Fund A/C>                         Fund
Lodgement
Mail your completed Application Form with cheque(s) attached to the following address:

Delivery address:                                                    Mailing address:

Amazing Loans Franchises (Holdings) Limited                          Amazing Loans Franchises (Holdings) Limited
Level 1, 255 Blackburn Road                                          PO Box 4619
Mount Waverley VIC 3149                                              Mulgrave VIC 3170
It is not necessary to sign or otherwise execute the Application Form.
If you have any questions as to how to complete the Application Form, please contact Amazing Loans Franchises (Holdings) Limited on:
Tel: (03) 8805 8000.
Privacy Statement:
Amazing Loans Franchises (Holdings) Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you
as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which
you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might
not be possible to administer your share holding. You can obtain access to your personal information by contacting us at the address or
telephone number shown on the Application Form.