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The Private Jewelry Exchange Ltd

Private Placement Memorandum Dated February 5, 2014

Prepared By:
The Capital Resource Group, Ltd. 40 Wall Street, Suite 2800 NEW YORK, NY, 10005

Attn: Jack Griffin 212-208-0050 ext 101 jg@thecapitalresourcegroup.com

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM Name of Recipient Dated February 5, 2014 Number ____

The Private Jewelry Exchange, Ltd.


The Private Jewelry Exchange, Ltd., a New York corporation (the Company) is offering $2,000,000 of 12% SENIOR SECURED DEBENTURE (the Debentures), on a $300,000 Minimum $2,000,000 Maximum basis (the Offering). The Debentures are offered in Units consisting of $10,000 face amount of Debentures on a 30 Unit Minimum, 200 Unit Maximum basis. Investor must subscribe for a minimum of 1 Unit ($10,000), although the Company may in its discretion accept subscriptions for fractional Units. NEITHER THE UNITS NOR DEBETNURES HAVE BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC) OR ANY STATE SECURTIES REGULATORY AUTHORITY, NOR HAS THE SEC OR ANY SUCH AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMOANDUM, ANY REPRESENTATOIN TO THE CONTRARY IS UNLAWFUL. AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND ALTHOUGH THE DEBETNURES WILL BE SECURED BY THE ASSETS OF THE COMPANY, INCLUDING JEWELRY AND PRECIOUS GEMS COLLATERALIZING THE LOANS THAT THE COMPANY WILL MAKE, AN INVESTOR SHOULD CAREFULLY CONSIDER ALL THE RISK FACTORS SET FORTH IN THIS MEMORANDUM BEFORE DECIDING TO MAKE AN INVESTMENT. EXCEPT WHERE OTHERWISE PROVIDED BY LAW, SUBSCRIBERS WILL NOT BE ABLE TO CANCEL SUBSCRIPTIONS ONCE ACCEPTED, IRRESPECTIVE OF THE TOTAL NUMBER OF UNITS SOLD IN THIS OFFERING. SEE RISK FACTORS AND BUSINESS OF THE COMPANY. Price to Investors (1) Per Unit Total Minimum Offering Total Maximum Offering Notes to table appear on next page. This Offering is being made pursuant to the exemption from registration under the Securities Act of 1933, as amended, afforded by Rule 506 of Regulation D promulgated thereunder and will continue until the close of business on June 30, 2014 (the Termination Date), subject to extension for up to 90 business days unless sooner terminated by the Company. See, PLAN OF THE OFFERING and RISK FACTORS. Payment for Units May Be Made by Check, Draft or Wire Transfer Payable To: The Private Jewelry Exchange, Ltd. $ $ 10,000 300,000 Proceeds to The Company $ $ 9,000 270,000 (2) (4) . .

$ 2,000,000

$ 1,600,000 (3) (4)

The Private Jewelry Exchange, Ld.


Address: 36 West 47th Street New York, NY 10036 Tel: 646-373-2719
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Notes Continued From First Page.

The Offering includes a Placement Fee or other compensation payable to third parties in connection with the sale of the Units. The Offering will be conducted by the Companys officers and directors who will not be paid compensation in connection with the sale of Units. The Minimum Offering Consists of 30 Units. Since this Offering is being made on a best efforts, minimum/maximum basis, there can be no assurance how many Units beyond the Minimum Offering will be sold. The amounts represent proceeds prior to payment of the Offering expenses, including, legal, accounting, blue sky filings, printing, and other fees of approximately $20,000. Units and the Debentures comprising the Units are offered pursuant to the exemption from registration in Section 506 of Regulation D under the Act and equivalent exemption under state securities laws, to an unlimited number of accredited investors and to not more than 35 other persons meeting certain suitability requirements. The Debentures are secured by all the assets of the Company, including the jewelry and precious gems that will collateralize the loans the will make, and pay interest to the Debenture holders of 12% per annum, payable monthly commencing 30 days after the closing of the Minimum Offering. The Debentures are for an initial term of 1 year and Debenture holders are given the right in their sole discretion to extend the Maturity Date of the Debentures for an additional 1 year period. Thereafter, at the sole discretion of the Company, the Debentures may be further extended upon not less than 90 days prior written notice to the holders who shall have the right to either extend the Debentures according to the offer by the Company or to elect to receive payment of the face amount, plus any accrued but unpaid interest at the Maturity Date. The Debentures are not redeemable by the Company. In general, persons acquiring the Debentures must acknowledge that they may not transfer or dispose of such Securities unless such transfer is registered or an exemption from registration is available. The purchase price of all Units is payable in cash upon subscription. See PLAN OF THE OFFERING, RISK FACTORS and INVESTOR SUITABILITY STANDARDS. The minimum purchase is 1 Unit. The Company may accept subscriptions for lesser amounts in its sole discretion. Until the Minimum Offering is sold all proceeds will be deposited in a Segregated Escrow Account maintained by Marcial and Associates, LLC, Attorneys at Law, 1500 JFK Blvd., Philadelphia, PA, 19102, as Escrow Agent for the Company at Citizens Bank, 763 Huntingdon Pike, Huntingdon Valley, PA 19102. Investors will not earn interest on their deposits. The Company may refuse subscriptions in whole or in part for any reason. Provided that the Minimum number of Units is sold by the Termination Date such proceeds will be made available to the Company. There has been no public market for any of the Offered Securities, and no market is expected or intended to develop after the conclusion of the Offering. The Company has engaged the services of The Capital Resource Group, Inc. (CRG) to assist it in various aspects of its business development and in connection with the preparation of this Offering Memorandum. Any questions concerning the contents of this Memorandum may also be directed to CRG at 212-208-0050, attention Jack Griffin, President. All matters relating to the Company and its business should be directed to the Company as discussed in this Memorandum.

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TABLE OF CONTENTS GENERAL CONDITIONS OF THE OFFERING - Jurisdictional Notes - State Notice Requirements - Subscriptions by IRAs and Other Plans - Confidentiality - Independent Evaluation SUMMARY INFORMATION - The Company - Recent Developments - Parameters of The Offering - Offering Period - Minimum Subscription - Escrow of Subscription Proceeds - Restriction on Transfer of Securities - Sale of Units - Investor Suitability - Risk Factors INVESTOR SUITABILITY STANDARDS TAX ASPECTS HOW TO INVEST BUSINESS OF THE COMPANY - General - Focus on Jewelry, Diamonds and Precious Gems - Business Strategy - Lending Function - Merchandise Sales Function - Marketing Plan - Competition - Recent Developments GOVERNMENT REGULATIONS FORECASTED FINANCIAL INFORMATION RISK FACTORS APPLICATION OF PROCEEDS MANAGEMENT EXECUTIVE COMPENSATION PLAN OF DISTRIBUTION DESCRIPTION OF SECURITIES LEGAL PROCEEDINGS ADDITIONAL INFORMATION Exhibit A - Form of Subscription Agreement Exhibit B Form of Investor Questionnaire Exhibit C Form of Debenture
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GENERAL CONDTTIONS OF OFFERING Any investment in the Company, including the purchase of the Units, involve a degree of risk and no market currently exists for the Debentures. The transferability of the Debentures is restricted. Should an investor desire to liquidate his investment, it is possible that he may not be able to liquidate within the time or upon terms acceptable to him. None of the Debentures have been registered pursuant to the Act in reliance upon the exemption from registration provided by Section 4(2), Section 506 of Regulation D, and other applicable federal and state exemptions from registration. This Private Offering Memorandum and the exhibits hereto (collectively, the Memorandum) have been submitted on a confidential basis for use by a limited number of sophisticated investors solely for, and should be used only in connection with, a prospective investors consideration of an investment in the Units described herein. Its use for any other purpose is not authorized. This Memorandum constitutes an offer only to the offeree to whom the Memorandum has been distributed and whose name appears on the cover hereof. Any reproduction or distribution of this Memorandum or retransmission of its contents is prohibited. This Memorandum contains information of a confidential and proprietary nature. The receipt of this Memorandum constitutes an agreement on the part of the recipient to maintain the confidentiality of the information contained herein or any additional information subsequently delivered in connection herewith. Prospective investors who accept this Memorandum or become aware of the information contained herein must understand and comply with the extensive federal and state securities law restrictions placed upon their ability to disclose information contained herein to others or to participate in or otherwise affect or facilitate any transactions relating to any securities of the Company. Prospective investors who cannot comply fully with such restrictions should not review the information contained herein and should immediately return this Memorandum to the Company. All Investors will be required to undertake that they will not resell any of the Offered Securities except in transactions which do not require registration under the Act, or other applicable law, as confirmed by an acceptable legal opinion, if such legal opinion is required by the Company. The Units and Offered Securities will bear a legend describing the foregoing restrictions. Prospective Investors are not to construe the contents of this Memorandum or any written or oral communications for the Company or its employees as legal, business or tax advice. Each prospective investor should consult his own attorney, business or tax advisor as to such matters. Management of the Company is making no representation to an offeree or purchaser of the Units offered hereby regarding the legality of an investment therein by such offeree or purchaser under appropriate legal investment or similar laws. Neither the delivery of this Memorandum at any time nor any sale made pursuant to this Memorandum shall imply that the information contained herein is correct as of any time subsequent to the date set forth herein. This investment comes with certain risks and is suitable only for persons who have substantial financial resources and meet certain suitability requirements, who do not anticipate that they will be required to liquidate
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any investment acquired hereunder in the foreseeable future, and who understand or have been advised with respect to any risk factors associated with this Offering. See RISK FACTORS and INVESTOR SUITABILITY STANDARD. The Units are offered subject to prior sale arid further considerations set forth herein. The Company reserves the right to reject subscriptions in its sole discretion. The Company reserves the right to withdraw, terminate or modify this Offering at any time. No person has been authorized to give any information or to make any representations in connection with this Offering other than those contained in this Memorandum and, if given or made, such information and representations must not be relied upon as having, been authorized by the management. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any securities offered hereby to any person in any jurisdiction where such offer or solicitation is unlawful. The Company has agreed to make available to each potential investor, his representatives and/or advisor, the opportunity to ask questions and receive answers and additional information concerning the terms and conditions of this Offering. Each potential investor and his purchaser representative and/or professional advisor and urged to read in its entirety this Memorandum. Jurisdictional Notes The National Securities Markets Improvement Act (NSMIA) amended Section 18 of the Act to exempt from state regulation any offer or sale of securities exempt from registration pursuant to the Securities and Exchange Commission Rules or Regulations issued under Section 4(2) of the Act. Accordingly, offerings exempt from federal registrations requirements pursuant to Rule 506 of Regulation D are exempt from state registration other than notice filings/state fees. Should an offering fail to comply with Regulation D but still be exempt from federal registration pursuant to Section 4(2), such offering would be subject to state regulation to the same extent as before the enactment of NSMIA. NASAA Uniform Legend: In making an investment decision, investors must rely on their own examination of the person or entity creating the securities and the terms of the Offering, including the merits and risks involved. The Offered Securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These securities are subject to restriction on transferability and resale and may not be transferred or resold except as permitted under the Act and the applicable state securities laws, pursuant to registration or exemption there from. Investors should be made aware that they will be required to bear the financial risk of this investment for an indefinite period of time. For All Non-U.S. Residents: The distribution of this Memorandum and the offering of the Units in certain jurisdictions may be restricted by law. Persons into whose possession this Memorandum comes are required by the Company to inform them about and to observe any such restrictions. This Memorandum does not constitute, and may not be used for or in
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connection with, an offer or solicitation by anyone in any jurisdiction in which such offering or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. State Notice Requirements: The following legends relate to offers and sales to persons or entities in, or having a principal place of business within, the states noted. They represent restrictions in addition to those noted above. However, the inclusion of any state below should not be construed to mean that Units are available for sale in such state and, conversely, the omission of any state from the following list should not be construed to mean that Units are not available for sale to residents or entities of such states. Connecticut: These securities have not been registered under section 36-485 of the Connecticut Uniform Securities Act and therefore cannot be resold unless they are registered under such Act or unless an exemption from registration is available. Florida: The securities referred to herein will be sold to, and acquired by, the holder in a transaction exempted under section 517061 of the Florida Securities Act. These securities have not been registered under said Act in the State of Florida. In addition, all Florida residents shall have the privilege of voiding the purchase within three (3) days after the first tender of consideration is made by such Purchaser to the Issuer, an Agent of the Issuer, or any Escrow Agent or within three days after the availability of that privilege is communicated to such purchaser, whichever occurs later. New Jersey: The Attorney General of the State of New Jersey has not passed on or endorsed the merits of this Offering. The filing of the Offering with the Bureau of Securities does not constitute approval of the issue or the sale thereof by the Bureau of Securities or the Department of Law and Public Safety for the State of New Jersey. Any representation to the contrary is unlawful. New York: This Memorandum does not knowingly contain an untrue statement of a material fact or knowingly omit to state a material fact necessary to make the statement made, in light of the circumstances under which they were made, not misleading. It contains a fair summary of the material terms of documents purported to summarize herein. This Memorandum has not been filed with or reviewed by the Attorney General of the State of New York prior to its issuance and use. The Attorney General of the State of New York has not passed upon the merits of the offering. Any representation to the contrary is unlawful. New York Investors will be required to represent that he or she has adequate means of providing for his or her current needs and possible personal contingencies, and that he or she has no need for liquidity of this investment. All documents, records and books pertaining to this investment will be made available for inspection by each New York Investor and his or her Attorney or his or her Accountant or his or her Purchaser
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Representative, and the books and records of the issuer will be available upon reasonable notice, for inspection by investors at reasonable hours at its principal place of business. Pennsylvania: These securities have not been registered under the Act, being exempted from registration under said Act. The availability of that exemption does not mean that the Securities Administrator has passed in any way upon the merits, or qualifications of, these Securities or their offer or sale in the State of Pennsylvania, any representation inconsistent with the foregoing is unlawful. Investors must purchase these securities only for their own benefit. The securities offered hereby have not been registered under Sections 201 of the Pennsylvania Securities Act of 1972 (The Pennsylvania Act) and may be resold by residents of Pennsylvania only if registered pursuant to the provisions of that act or if an exemption from registration is available. Either the Pennsylvania Securities Commission or any other agency has passed on or endorsed the merits of this Offering, and any representation to the contrary is unlawful. State Net worth Requirements: Residents of Illinois must have either (1) a net worth or joint net worth with the persons spouse of at least $1,000,000, or (ii) an individual income or joint income with the persons spouse in excess of $250,000 in each of the two most recent years, or (iii) is expected to have an income in excess of $250,000 in the current year or (iv) is not a natural person and in which at least 90% of the equity interest is owned by persons meeting the net worth or income and net worth requirement above. Residents of Indiana must have (i) a net worth (exclusive of home, furnishings and automobiles) of 3 times the investment but not less than $75,000 or (ii) a net worth (exclusive of home, furnishings and automobiles) of twice the investment but not less than $30,000 and a gross income of $30,000. Residents of Kentucky must have (i) a net worth of at least $100,000 or (ii) a net worth of at least $25,000 and an annual income of at least $25,000. All New York investors will be required to represent that they understand that the Offering may be made only to those non-accredited residents of New York who (i) have a net worth (alone or jointly with a spouse, but exclusive of home furnishings and automobiles) of three times the amount of the investment and an adjusted gross income (alone or jointly with an spouse) of $75,000 or (ii) a net worth (alone or jointly with a spouse, but exclusive of home furnishings and automobiles) of five (5) times the amount invested. Residents of North Carolina must have either (i) a net worth of at least $100,000 or (ii) a net worth of at least $25,000 and an annual income of at least $25,000. Residents of Pennsylvania must not subscribe to amounts in excess of 20% of their net worth. Forward Looking Statement The statements contained in this Memorandum which are not historical facts are forward- looking statements (as defined in the Private Securities Litigation Reform Act of 1995), which can be identified by the use of forward-looking words such as believes, expects, may, will, should, or anticipates, or the negative
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thereof, or other variations thereon or comparable words, or by discussion of strategy that involves risk and uncertainties. Management wishes to caution the reader that these forward-looking statements, including without limitation, statements regarding the development of the Companys business, the markets for its services, the Companys anticipated sources of financing and capital expenditures in the future, regulation of the Companys business, and other statements contained herein regard in matters that are not historical facts, are only predictions. No assurances can be given that such predictions will prove correct or that the anticipated future results will be achieved; actual events or results may differ materially, either because one or more of such predictions prove to be erroneous, or as a result of risks facing the Company, that could cause actual results to differ materially from the future results indicated, expressed, or implied in such forward-looking statements. Subscriptions by IRAs and Other Plans Before investing in these securities, Fund Managers and other fiduciaries of IRAs Keogh Plans and qualified retirement plans should carefully consider whether such an investment is consistent with their fiduciary responsibilities. Fund Managers and other fiduciaries of IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as Fund Managers and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants, are governed by the fiduciary responsibility provisions of the employment Retirement Income Security Act of 1974 (ERISA). An investment in a plan covered by ERISA must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries, (ii) with the same standard of care that would be exercised by a prudent man acting under similar circumstances, (iii) in such a manner as to diversify the investments of the plan, unless it its clearly prudent not to do so, and (iv) in accordance with documents establishing the plan. Depending on the particular circumstances involved, a fiduciarys decision to cause a plan covered by ERISA to invest in these securities could be viewed as inconsistent with one or more of these criteria, and therefore as a violation of the fiduciarys duty. However, in the case of a plan which provides for individual accounts (for example, an IRA or self-directed Keogh Plan) and which permits a participation or beneficiary to exercise independent control over the assets in its individual account, the plans fiduciaries will not be liable for any investment loss or for any breach that results from such exercise of control by the participant or beneficiary. Beyond their duty to comply with the general fiduciary obligations set out above, fund managers and other fiduciaries should be aware that an investment in these securities may raise special fiduciary problems under ERISA. Confidentiality The information contained in this Memorandum is confidential and proprietary to the Company and is being submitted to prospective investors solely for such investors confidential use with the express understanding that, without the prior written permission of the Company, such prospective investors will not release this document or discuss the information contained herein or make reproductions of or otherwise use this Memorandum for any purpose other than evaluating a potential investment in the Units described herein. The Memorandum contains certain financial and other information (incorporated by reference or otherwise) concerning the Company that is material, non-public information and should be treated as confidential. Receipt
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and acceptance of this Memorandum constitutes the recipients acknowledgement that the information contained herein will be maintained in strict confidence by the recipient and will not be disclosed to any third parties. Independent Evaluation This Memorandum does not purport to be all-inclusive or to contain all the information that a prospective investor may desire in evaluating an investment in the Units. Prior to the consummation of the offer and sale of any of the Units, the Company will afford prospective investors an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Units, the Company or other relevant matters and to obtain additional information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Any such questions should be directed to Meran Afkari, Chief Executive Officer of the Company, at the corporate address. No person or entity has been authorized to give or make representations about the Company of the Offering and, if given or made, any such information or representations by any other person or entity must not be relied upon as having been authorized by the Company. Each prospective investor must conduct and rely on his own evaluation of the Company and terms of the Offering (including the merits and risks involved) in making an investment decision with respect to the Units described herein. Each prospective investor further confirms that he has not relied upon any representation or statement about the Company, its future prospects or the ability to sell or transfer the securities acquired herein in the future that is not contained in this Memorandum. See RISK FACTORS.

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SUMMARY INFORMATION The Company The Private Jewelry Exchange, Ltd. (referred to as the Company, we, us, or our) is a New York corporation, incorporated in June 2013, headquartered in the New York Diamond District in New York City, with its executive offices presently located at 36 West 47th Street, New York, NY 10036 in the heart of New York Citys diamond district. We are a specialty financial services enterprise principally engaged in establishing and operating a business that lends against and or acquires jewelry, diamonds, and other precious gemstones (i.e. rubies, emeralds, sapphires, etc.) through a collateralized, nonrecourse small loan business. Essentially, our business plan calls for the Company to make loans to our customers in order to help them meet short-term cash needs on the security of pledged tangible personal property (in our model, jewelry and precious gemstones). The pledged tangible personal property provides security for the repayment of the amount advanced plus interest and accrued service charges and related fees. As a result of our direct purchase and default function we acquire jewelry, diamonds and other precious stones at approximately 16 20 percent of Actual Wholesale Price of the items thought the opportunity of direct purchase from our customers and through the customer defaults on their loans. Since we purchase at such a low cost we can then more easily sell the items on both a retail and or a wholesale basis to waiting buyers. Since incorporation we have been engaged in the development of our business plan, including the development and financing plan for our initial operations as discussed in this Memorandum. Our business model has operated for centuries in all cultures and every part of the world. When fully implemented we will be a specialized variation of what is typically referred to as the Pawn Industry focused primarily on high value jewelry with a particular focus on diamonds and other precious gems. Traditionally, pawnshops function as convenient sources of consumer and small business loans and as sellers primarily of previously-owned goods when customers do not redeem their pawned goods. One convenient aspect of a pawn transaction, and a primary reason for the popularity of these loans, is that there is no legal obligation to repay the amount advanced. Instead, we relies on the value of the pledged property as security and as the basis for our lending decision. The creditworthiness of the customer is not a factor, and a failure to redeem pledged property has no effect on his personal credit status. In todays difficult economic times, the popularity and need for these types of collateral loans, historically utilized principally by persons of lower economic means with no stable banking relationships, has not only increased but has now become popular in virtually every economic strata of society including many small and medium sized businesses operating in industries with dramatic seasonal volatility in revenues.
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Our decision to focus our operations in this highly specialized market segment is based primarily upon our belief in the outstanding value proposition offered by high end jewelry, diamonds and precious gems. Contrary to what many believe about this industry, jewelry, including diamonds and precious gems, has shown extraordinary stability over the years while other investments, such as stock, bonds and even real estate, have suffered wild swings in their underlying value and in the stability of their markets. In sharp contrast to the many dramatic swings in value experienced by stocks, precious metals such as gold and real estate, in the United States the market for diamonds and precious gemstones has had only a single downturn in the past century which occurred during the 1970s, has long since been corrected and has never been repeated. To our knowledge no other market can claim this level of stability over a long period of time. Our business model relies heavily on the experience and reputation of Mr. Meran Afkari, the Companys Founder and Chief Executive Officer, who has over 30 years of experience in the wholesale and retail jewelry business in the New York City Diamond District, and who comes from a family with well over 120 years of experience in this industry (See MANAGEMENT, below). Mr. Afkari is a GIA (Gemological Institute of America) trained gemologist and during his extensive career in the industry has established his reputation as a leader in the Jewelry Industry in New York and has accumulated a wide-reaching network of customers and contacts throughout the world. See, MANAGEMENT and BUSINESS OF THE COMPANY. At present we maintain an office at 36 West 47th Street, New York, NY 10036, in the heart of New Yorks Diamond District. Our telephone number is 646-373-2719. Recent Developments In January, 2014, Management concluded an agreement with an investor for the investment in the Company of an initial $250,000 that management will apply to the initiation of its commercial operations. Based upon the anticipated timetable for receipt of this investment, management expects that actual commercial operations will begin by approximately March 1, 2014. This investment will be adequate for completion of all required licensing, which is already in the application process, establishment of the Companys permanent offices within the Diamond District and the commencement of actual collateral loan operations. As a result of this initial investment, all of the proceeds from this Offering will be applied by the Company to the expansion of its business through funding additional collateral loans and the direct acquisition of jewelry, diamonds and precious gems, as further detailed in this Memorandum. See BUSSINESS OF THE COMPANY. Parameters of the Offering By the terms of this Memorandum we propose to raise up to $2,000,000 through the sale of 12% Senior Secured Debentures (the Debentures) offering a total of 200 Units, each consisting of $10,000 face value of Debentures on a 30 Unit Minimum/200Unit Maximum basis. As no portion of the proceeds from the sale of the Debentures will be used to establish our operations, approximately 100% of such funds are allocated for the purchase of fine jewelry and precious gems and the making of small collateralized loans to individuals and businesses. The Debentures will be secured by all the assets of the Company, including the items that we purchase, the loans that we make and the jewelry and gemstones that are pledged to secure the loans, and the cash proceeds we receive upon repayment of the loans and the sale of jewelry we purchase or which we receive
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from defaulted loans. Based upon the margins at which we expect to purchase jewelry and precious gems, and the loan to value ratios for the collateral that will secure our loans, once we fully utilize the proceeds from this Offering, a process we believe will require approximately 3 months following the closing of this Offering, we believe that the collateral we will have in place will have a market value of at least 200% of the face amount of Debentures that we will have outstanding at any time. As interest on the Debentures will be paid monthly to our investors, we have established a reserve for payment of debt service sufficient to meet our obligations for a period of four months while our business operations are fully ramped up. This Offering is being made in reliance on its eligibility under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the Act) and the exemption from registration provided by Section 4(2) of the Act, and equivalent exemptions under state securities laws. Offering Period This Offering will commence on the date of this Memorandum and will continue until the close of business June 30, 2014 (the Offering Period) unless extended by us for up to an additional ninety (90) business days. If the Minimum Offering is completed before the end of the Offering Period (or any extension thereof), this Offering will continue on a best efforts basis until all Units are sold or until the end of the Offering Period, whichever occurs first. Since the Maximum Offering is on a best efforts basis, there is no assurance all Units will be sold. Minimum Subscription The Offering involves a minimum sale of 30 Units or $300,000, and a maximum of 200 Units or $2,000,000. While the minimum subscription price to investors is $10,000 (1 Units), we reserve the right to accept subscription offers for less if deemed to be in our interest and in so far as permitted by law. Additional Subscriptions may be in such increments as Management, in its sole discretion, deems appropriate. Escrow of Subscription Proceeds All subscriptions proceeds will be deposited in a segregated Escrow Account maintained for such purpose by Marcial and Associates, LLC, Attorneys at Law, 1500 JFK Blvd., Suite 200, Philadelphia, PA 19102, Escrow Agent for the Company, at Citizens Bank, 763 Huntingdon Pike, Huntingdon Valley, PA 19102 until the Minimum Offering is sold or until the end of the Offering Period, whichever occurs sooner. If the Minimum Offering is not sold by the end of the Offering Period all proceeds will be returned to subscribers without deduction for any of the costs of the Offering and without interest. After the Minimum Offering is sold, subscriptions will immediately be made available for use by us as discussed in this Memorandum. Restriction of Transfer of Securities None of the Debentures are registered under the Act and, therefore, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and such laws pursuant to registration or exemption therefore. Sale of Units Subscriptions for Units will be offered through our Officers and Directors and other who are qualified to do so. All Investors must properly execute a Subscription Agreement and Investor Questionnaire and forward them with a check payable to the Company as instructed in the Subscription Agreement in order to effectuate a purchase. Subscriptions are not effective until accepted by the Company.
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Investor Suitability This Offering is being made pursuant to the exemption from the registration requirements of Section 5 of the Act provided by Rule 506 of Regulation D promulgated there under and similar exemptions provided under the securities laws of various states. Subscribers must meet the suitability requirements specified under INVESTOR SUITABILITY STANDARDS set forth in this Memorandum and as may otherwise be required wider the laws of their state of domicile. Risk Factors The business of the Company is subject to numerous risks that must be carefully considered prior to making an investment. Among these are the following: (i) the Company is a start-up entity with extremely limited financial resources and is, therefore, subject to all the risks inherent in any new business venture; (ii) the collateral loan industry in which the Company plans to operate is one of the most heavily regulated industries in the United States. Our operations are regulated on the federal, state and local level, with virtually every phase of our operations being subject to such regulations. There can be no assurance that future regulations will not be enacted that will have a materially negative impact upon our operations; (iii) the collateral loan industry has historically been the target of negative publicity from various consumer advocacy groups and media reports generally focus on the cost to a consumer for this type of loan, which is higher than the interest typically charged by banks to consumers with better credit histories. Although such reports do not in our opinion present fairly the factors that mitigate in favor of collateral loans, the persistence of such negative publicity could have an adverse effect upon the perception of our business and could result in a loss of business; (iv) fluctuations in the price of gold and other precious metals could have a negative impact upon our anticipated profits. Although we concentrate upon diamonds and precious gems, much of the jewelry items that we will purchase or accept as collateral will also contain varying amount of precious metals and our anticipated profits could be adversely affected by such fluctuations; (v) the increased need and popularity of collateral loans across all economic classes has caused a marked increase in competition in this industry. As such competition increases, we will encounter greater difficulty in attracting customers and may be required to increase the prices we offer to maintain our business operations, which could reduce the anticipated profits that we will earn in the future. There are numerous other risk factors that should be considered before making an investment in the Company. Although the securities offered are Debentures which are secured and which pay a fixed return which we believe is well in excess of comparable investment opportunities currently available in the market, and which are not subject to the many risks that are involved in equity investments, all the risks faced by the Company should be considered in reaching your decision to purchase the Debentures being offered. See RISK FACTORS for a more complete discussion of all applicable risks of this Offering. INVESTOR SUITABILITY STANDARDS This Offering is being made pursuant to the exemption provided by Rule 506 of Regulation D promulgated under the Act, subject to compliance with the requirements of the rules and the equivalent exemption provided under state securities laws, where available. The Units are offered in New York pursuant to the General Business Law, Article 23-A, Section 359-e and 359-f of the Supplemental Department Regulations, New York Codes. Neither the Secretary of State of New York as Administrator of the New York Securities Act nor any officer of New York State has passed upon the merits of the Debentures being offered or of the adequacy of this Memorandum. Any representations to the contrary are a criminal offence.
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The Debentures will be unregistered securities, as that term is defined under the Act and will have severe restrictions against further transfer thereof. Therefore, the sale of any of the Units herein will be restricted to accredited investors as that term is defined under the Act (see discussion below) and to not more than thirtyfive (35) other non-accredited investors. The Company will require any potential investor to represent that he knows that the Offered Securities may not be readily sold because of restrictions imposed by various state securities commission and because there is no public market therefore. An investor should understand therefore, that he should not invest in the Company unless he has available other personal, liquid assets to ensure that the investment in the Company will not cause any undue financial difficulties or affect the investors ability to provide for current needs and personal financial contingencies. Each prospective purchaser must be at least 21 years of age and otherwise qualified under the terms of this Offering. The standards set forth herein represent minimum suitability requirements for prospective investors and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for a particular Subscriber. Prior to the sale of any of the Units, the Company will require prospective investors to complete and return an investor suitability questionnaire, and to execute and return the Subscription Agreement to ensure that all requirements relating to suitability are met. THIS OFFERING IS BEING MADE PURSUANT TO SECTIONS 3(b), 4(2) AND 4(6) ACT, AND SPECIFICALLY RULE 506 OF REGULATION D PROMOGULATED THEREUNDER. SUBSCRIPTIONS WILL BE ACCEPETED ONLY FROM URCHASERS QUALIFIED AS ACCREDITED INVESTORS AS DEFINED UNDER RULE 501 OF REGULATION D OF THE ACT AND FROM NOT MORE THAN 35 OTHER PURCHASERS WHO ARE NOT ACCREDITED INVESTORS BUT WHO MEET THE MINIMUM SUITABILITY STANDARDS DESCRIBED HEREIN. ADDITIONAL REQUIREMENTS MAY APPLY TO INVESTORS BASED UPON THE LAWS OF THEIR STATE OF RESIDENCE. No person should purchase the Units offered unless he is personally convinced and or/advised by a qualified advisor of his own choosing that this investment is financially suitable for him, after considering the information discussed in this Memorandum and all other materials and documents made available to him in connection with this Offering. Prospective investors are urged to request any addition information they may consider necessary to make an informed investment decision. Regulation D Offerings Each prospective investor must represent in the Subscription Agreement that he is acquiring the Units for investment and not with a view to resell or distribute any of the Debentures he acquires. Accredited Investors As defined by Regulation D, an investor is generally an Accredited Investor if he meets one or more of the following criteria: The Investor is an individual and: A. That he has a net worth, or joint net worth with his spouse, in excess of $1,000,000 (including both liquid and non-liquid assets but exclusive of primary residence); or
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B. That he had annual income in excess of $200,000 for each of the past two years and reasonably expects to have annual income in excess of $200,000 for the present year; or C. That he is a director or officer of the Company or any of its subsidiaries; or D. The investor is a corporation or partnership with total assets in excess of $5,000,000 and was NOT organized for the purpose of making this particular investment; or E. The investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940 [a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available, either directly or through co-investors, to the portfolio companies significant guidance concerning management, operations or business objectives; or F. The investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Act of 1958; or G. An Investment Company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; or H. A Trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933, as amended and who completes this Questionnaire; I. An Employee Benefit Plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, saving and loan association, insurance company or registered investment advisor, or (ii) whose total assets exceed $5,000,000 or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completes this Questionnaire; or J. An entity not located in the United States none of whose equity owners are U.S. citizens or U.S. residents; or K. An entity in which all of the equity owners are accredited investors. For the purpose of suitability, an equity owner is (i) a shareholder in the case of a corporation; (ii) a general or limited partnership in the case of a partnership; (iii) a grantor in the case of a revocable trust; (iv) a member in the case of a limited liability company; or a trustee and / or beneficiary in the case of an irrevocable trust. The Units are intended to be offered only to persons who qualify as Accredited Investors. However, in general under provisions of Regulation D, the Company may not accept subscriptions from more than 35 NonAccredited Investors. TAX ASPECTS This Memorandum does not discuss the tax treatment that maybe anticipated resulting from the ownership or disposition of the Debentures or of the interest that investors will receive from the Debentures. The tax consequences arising from distributions that may be paid on the Debentures may be material to an investors decision to invest. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT THAT MAY BE ANTICIPATED TO RESULT FROM THE OWNERSHIP OR DISPOSITION OF THE DEBENTURES, INCLUDING THE APPLICATION OF THE INTERNAL REVENUE OF1986, AS AMENDED, AS WELL AS FOREIGN, STATE OR LOCAL TAX LAWS OR ESTATE AND GIFT TAX CONSIDERATIONS. THE COMAPANY MAKES NO REPRESENTATION AS TO SUCH MATTERS.
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HOW TO INVEST A person who meets the suitability qualifications described above under INVESTOR SUITABILITY STANDARDS may subscribe for Units as follows: Complete and execute the Signature Page of the Subscription Agreement received with this Memorandum. By executing the Signature Page and by paying the purchase price for the Units subscribed for an investor will be bound by the terms of the Subscription Agreement. Deliver a check for the purchase price of the Units being subscribed for, made payable to The Private Jewelry Exchange, Ltd. together with the completed, executed Investor Questionnaire directly to Marcial and Associates, LLC, Escrow Agent for the Company, at 1500 JFK Blvd., Suite 200, Philadelphia, PA, 19102. All subscription proceeds for Units will be deposited in the Escrow Account maintained by the Escrow Agent. Subscription proceed from the Units may be released to the Company at such times as the Minimum Offering is sold and clear funds there from are held in Escrow Account and periodically thereafter until the completion of the Offering Period at which time any proceeds then being held will be released to the Company. Except as otherwise provided by state law, once a Subscription is accepted by the Company it may not be revoked or withdrawn without permission of the Company. The Company will make available to prospective qualified investors, prior to the closing, the opportunity to ask questions of and receive answers from the Company, or persons authorized to act on behalf of the Company, concerning the terms and conditions of the Offering and the business and operations of the Company, and to obtain any additional information to the extent the Company possesses such information or can obtain it without unreasonable cost or expense. This Memorandum may contain summaries, believed by the Company to be accurate, of certain agreements and other documents. All such summaries are qualified in their entirety by reference to such agreements or documents referred to herein, which documents will be made available on request to qualified prospective investors. Prospective investors should not construe the contents of this Memorandum or any prior or subsequent communications from the Company, or any of its agents, officers, or representatives, as legal advice. Each prospective investor should consult his own advisors as to legal, tax and related matters concerning an investment in the Company.

BUSINESS OF THE COMPANY General The Private Jewelry Exchange, Ltd. (referred to as the Company, we, us, or our) is a New York corporation headquartered in the New York Diamond District in New York City, with its executive offices presently located at 36 West 47th Street, New York, NY 10036, in the heart of New York Citys diamond district. We are a specialty financial services enterprise principally engaged in establishing and operating a business that lends against and or acquires jewelry, diamonds, and other precious gemstones through a collateralized, non-recourse small loan business. Essentially, our business plan calls for the Company to make loans to our customers in order to help them meet short-term cash needs on the security of pledged tangible personal property (in our model, jewelry and precious gemstones). The pledged tangible personal property is intended to provide security for the repayment of the amount advanced plus interest and accrued service charges
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and related fees. As a result of our direct purchase and default function we acquire jewelry, diamonds and other precious stones at approximately 16% 20% of the Actual Wholesale Price of the items thought the opportunity of direct purchase from our customers and through the customer defaults on their loans. Since we purchase at such a low cost we can then more easily sell the items on both a retail and or a wholesale basis to waiting buyers. This business model has operated for centuries in all cultures and every part of the world. When fully implemented we will be a specialized variation of what is typically referred to as the Pawn Industry focused primarily on high value jewelry with a particular focus on diamonds and other precious gems such as rubies, emeralds and sapphires. Traditionally, pawnshops function as convenient sources of consumer and small business loans and as sellers primarily of previously- owned goods when customers do not redeem their pawned goods. One convenient aspect of a pawn transaction, and a primary reason for the popularity of these loans, is that there is no legal obligation to repay the amount advanced. Instead, we relies on the value of the pledged property as security and as the basis for our lending decision. The creditworthiness of the customer is not a factor, and a failure to redeem pledged property has no effect on his personal credit status. Pawn transactions can take the form of an advance of funds secured by the pledge of property or a "buy-sell agreement" involving the actual sale of the property with an option to repurchase it. In this Memorandum all transactions are referred to as "loans" for convenience. The collateral loan industry in the United States is well established, with the highest concentration of pawnshops located in the Southeast, Midwest and Southwest regions of the country. The operation of these lenders is governed primarily by state laws, and accordingly, states that maintain laws most conducive to profitable operations have historically seen the greatest concentration of pawnshops. Although mature, management believes that the collateral loan industry in the U.S. remains highly fragmented. There are currently three major publicly traded collateral loan companies, which currently operate approximately 2,200 of the estimated 11,000 to 15,000 total collateral loan companies currently operating in the United States. Existing industry statistics indicate that companies and individuals operating less than five locations own the majority of the collateral loan companies in the United States. We contract for a service fee to compensate us for the use of the funds loaned and cover direct operating expenses related to the transaction including holding, insuring and safe guarding the pledged property. Interest charged on the loan and service fees are typically calculated as a percentage of the loan amount based on the size and duration of the transaction generally ranging from 4% to 25% per month, as permitted by applicable law (see Government Regulations below). As required by law, the amounts of these charges are disclosed to the customer in advance. The pledged property is held through the term of the loan, which is planned to be up to a maximum of four months with an automatic additional ten-day redemption period unless earlier repaid, renewed or extended. Based upon industry statistics we expect that a majority of all loans made by the Company will be paid in full, together with accrued service charges, or will be renewed or extended by mutual agreement through payment of accrued interest and service charges. Industry averages indicate that approximately 70% of all loans will be paid by the Borrower and the pledged collateral redeemed. In the event that the borrower does not redeem his goods, the unredeemed collateral is forfeited and becomes merchandise available for disposition by the Company. See Merchandise Sale Function below. Although traditional collateral lenders will accept a wide range of personal property including guns, jewelry, artworks, various items deemed collectibles, electronic equipment, small appliances and virtually any other item of intrinsic value,
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our business plan is based upon our concentrating our activities in the area of jewelry, loose diamonds and precious gems. Focus on Jewelry, Diamonds And Precious Gems Our decision to focus our operations in this highly specialized market segment is based primarily upon our belief in the outstanding value proposition offered by high end jewelry, diamonds and precious gems. Contrary to what many believe about this industry, jewelry, including diamonds and precious gems, has shown extraordinary stability over the years while other investments, such as stock, bonds and even real estate, have suffered wild swings in their underlying value and in the stability of their markets. The market for jewels and precious gems, diamonds in particular, is among the most stable markets in the world and is typically unaffected by the economic and political fluctuations that affect the prices for gold, silver and other precious metals, securities, currencies and even real estate, believed by many to be a highly stable and secure market. The events of the past several years have taught us that real estate is just as prone to market fluctuations as many of the investments that have from time to time been popular among investors of all levels. In sharp contrast, in the United States the market for diamonds and precious gemstones has had only a single downturn in the past century which occurred during the 1970s, has long since been corrected and has never been repeated. To our knowledge no other market can claim this level of stability over such a long period of time. Our location in New York Citys Diamond District has been selected to place us squarely in the heart of the diamond trade in the United States, According to the both authoritative Rapaport Report (www.diamond.net) and the Diamond Dealers Club or DDC (www.nyddc.com). A year-long study measuring the economic impact of New Yorks diamond and jewelry industries upon the city and state economies confirms that the New York Diamond District is the world's largest shopping district for all sizes and shapes of diamonds and fine jewelry. The Diamond District stretches for one block along 47th Street between Fifth Avenue and Sixth Avenue in midtown Manhattan and is home to more than 4,000 diamond-related businesses, which give the area its nickname as the Diamond District. Considering the United States is the world's largest consumer market for diamonds, it is notable that over 90% of the diamonds that enter the US pass through New York City and most of those pass through the Diamond District. Another advantage of being in the heart of the Diamond District is that when someone thinks of selling, buying or using jewelry or gems to secure a collateral loan, the Diamond District is where they go first. Our location places us in the heart of the largest city with the highest concentration of wealth in the United States. Management believes that the potential for our business model is greater here than anyplace else in the United States based on demographics alone providing us more potential customers in the greater NY region than anywhere else in the country. Based upon statistics reported by the Rapaport Report, the definitive industry authority in the Diamond trade in the US, New York's diamond industry accounts for an annual economic impact of $24 Billion and employs more than 32,000 people. To put this in proper context, this one square block in New York is responsible for more employment than the largest employer in the entire city of Philadelphia. Richard N. Gottfried, a New York State Assemblyman representing parts of midtown Manhattan, has been quoted as stating, ''Diamonds are also the number one product the state exports. While everyone knows about 47th Street, I dont think people have a clue as to how much business takes place here.'' A report released on the fifteenth anniversary of the founding of the 47th Street Business Improvement District, stated that the diamonds cut and processed in New
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York City continue to be the state's number one foreign export by value. According to the report New York State exported $9.1 billion worth of diamonds in 2010. Finally our decision to focus our business model as discussed herein is based on the fact that jewelry, loose diamonds and precious gemstones in particular, are a highly transportable form of wealth the ownership of which is far more widespread than virtually any other asset or investment. Who among us does not have that family jewelry handed down from our mother or grandmother, the ring or watch handed down from ones father or grandfather, the diamond engagement ring given decades ago to celebrate an engagement, the wedding rings that attest to a marriage, or the myriad other items of jewelry given over the years to celebrate a birthday, anniversary or other special occasion. Unlike Americans who have historically invested their accumulated wealth in bank accounts, securities or other written evidences of debt, much of the world outside of the US has a deep distrust of the financial institutions of their home countries. Consequently, apart from the celebratory or personal reasons for buying or gifting items of jewelry, much of their wealth is invested or stored in a form that is easily secured and highly transportable, such as jewelry and loose diamonds and precious gemstones. According to the Antwerp World Diamond Centre, diamond exports to China alone were valued at $5 Billion in 2011, an increase of 25% from 2010, with no end in sight to the increased interest from China and other countries around the world. As reported by the Wall Street Journal in February 2012, the demand for gem quality diamonds from China alone has more than doubled the retail price of diamonds since 2007. Quoting the chief executive of the Antwerp Diamond Centre, the Wall Street Journal Article went on to confirm that the dramatic increase worldwide in the acquisition of diamonds is part of the increasing search by wealthy investors for products having long-lasting value to secure their wealth amid uncertain economic and political times. Business Strategy First and foremost, our business model hinges on the experience and reputation of Mr. Afkari, the Companys Founder and Chief Executive Officer, who has over 30 years of experience in the wholesale and retail jewelry business in the New York City Diamond District, and who comes from a family with over 120 years of experience in this industry (See MANAGEMENT, below).

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Mr. Afkari is a GIA (Gemological Institute of America) trained gemologist and during his extensive career in the industry has established his reputation as a leader in the Jewelry Industry in New York and has accumulated a wide-reaching network of customers and contacts throughout the world. As the anchor of New York's Diamond District, the New York Diamond Dealers Club is the largest and oldest organization active in U.S. diamond trade, and the most important diamond exchange in the United States. For more information regarding the Diamond Dealers Club see their website at http://www.nyddc.com/. Historically, studies clearly indicate that a large portion of our potential customers consists of individuals, both local and foreign born, who do not regularly transact loan business with banks and many of whom do not use banks to transact their business dealings. (See, for example, John Caskey, Fringe Banking - Check Cashing Outlets, Pawnshops and the Poor, 1994.) These generally are persons who may not have checking accounts and conduct as many of their transactions as possible on a cash basis. Among these, one of the principal customer segments for the collateralized loan market is recent immigrants, many of whom are looking to establish new businesses or simply to establish their lives in their new country and who may not yet have acclimated to the more traditional credit and financial institutions or who may not have sufficiently established credit to access more traditional lenders. For these customers, who have in many cases only recently immigrated to the US, the most accessible and valuable asset they have to collateralize a loan is jewelry that has been accumulated or handed down in their families. Over the past decade, the appeal for collateralized loans has expanded greatly across all economic classes to the point that today many members of the middle and upper economic classes use collateralized loans frequently to meet short term needs rather than using more traditional sources such as banks and finance companies. The reasons for this are many including the ease of obtaining collateral loans, the lack of potential impact upon a borrowers credit history or credit rating, and the privacy of the transaction. This is evidenced as well by the expansion of the types of collateral used to secure these loans. The Wall Street Journal recently reported that the fastest growing class of security used to secure short-term loans over the past decade has been rare wine collections which now ranks second only to jewelry and precious gems. As can easily be seen from these statistics, the collateral loan industry is a growing part of the lives of an increasing number of people throughout the world. Another significant customer segment for collateralized loans are business whose revenues are seasonal thereby requiring periodic, short-term infusions of capital to make it through the periods of low or nominal revenues. Surprisingly, chief among these business are retail jewelers whose revenues can be surprisingly uneven. There are clear high volume seasons in the retail jewelry business such as Christmas, Valentines Day and Mothers Day. The rest of the year is dependent upon birthdays, anniversaries and other gift-giving occasions which are highly subjective and not dependable. Since the need for such businesses is short-term, and their stock-in-trade is jewelry, loose diamonds and other precious stones, retail jewelers are major users of collateralized lenders. Another reason for this, even among larger businesses, is that in many cases these retail jewelers already have credit facilities with commercial lenders that are intended for inventory acquisition or are otherwise restricted and are not practical to meet these temporary needs for capital. As the business cycle progresses, revenues pick up, the loans are paid off and the collateral redeemed. Perhaps even more importantly, the customer will most
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likely return to us for another loan when the business cycle turns against him again. In fact, repeat business is a large part of our business model with industry statistics showing that well over 50% of short term borrowers will return for additional loans in the future. Lending Function At the time a loan transaction is entered into, a loan transaction agreement, commonly referred to as a ticket, is delivered to the borrower (pledgor) that sets forth, among other items, the name and address of the Company and the pledgor, the pledgor's identification number from his or her driver's license or other approved identification, the date, the identification and description of the pledged goods, the amount financed, the interest, service fees and other fees being charged, the maturity date, the total amount that must be paid to redeem the pledged goods on the maturity date and the annual percentage rate of the loan. At the maturity of the loan, the borrower will pay the total amount due including the principal loan amount, interest due, service and other fees due with respect to the transaction and redeem the items pledged as collateral. Alternatively, if he is unable to repay the loan he may simply pay the interest, service and other related fees and renew the loan for an additional term, at which time a new ticket will be issued with new interest, service and related fees being assessed for the new loan. With regard to collateralized loan operations, the amount that we are willing to finance is typically based on a percentage of the pledged personal property's estimated disposition value. The disposition value is a percentage of the appraised value for which we believe the item could readily be sold should it not be redeemed by the pledgor at the end of the loan term. The term readily sold is generally defined as within a 5-day period following the default. Although we may elect to hold particular items for longer periods, as we not in the retail jewelry business our decision on the amount to loan against a particular item is based upon our perceived ability to quickly turn the item into cash for use in our lending operations. There are no minimum or maximum loan to disposition value restrictions in connection with the Company's lending activities and the determination of the estimated disposition value is made based upon a number of factors and value criteria. However, as a general rule, we have established the following formula that will be followed in arriving at loan amounts. Although many factors may contribute to the determination of disposition value, including current market conditions for the sale of similar items, the prevailing rule in this industry is that disposition value is set at 65% of the wholesale value of an item (with wholesale value generally being equal to 65% of retail based upon Rapaport Report of Current Retail Prices). Once we have established the disposition value of an item the amount we will lend ranges between 25% and 35% of the disposition value, which percentages are in line with standard practice in this industry for loans collateralized by jewelry. Stated in terms of appraised or retail value, we anticipate that the amount of most of loans we will make will range between 12% to 15% of retail value of the item pledged, which equates to 16 20% of Actual Wholesale Value.. Although the foregoing set forth the guidelines used by the Company in determining disposition value and making loans, management has the authority to set a different percentage for a particular item and adjust the ratio of loan amount to estimated disposition value in cases where our experience indicates that the sale of the item could bring a higher than estimated price. The pledged property is held through the term of the transaction, which generally is up to four months with an automatic additional ten-day redemption period, unless earlier repaid, renewed or extended. As stated earlier, we estimate that a majority of the amounts advanced by the Company, approximately 70% by industry averages, will be paid in full with accrued service charges or be renewed or extended through payment of accrued service charges. In the event the pledgor does not repay, renew or extend his loan, the unredeemed
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collateral is forfeited to the Company and then becomes merchandise available for disposition. The Company does not record loan losses or charge-offs inasmuch as, if the pledged goods are not redeemed, the amount advanced, exclusive of accrued interest, becomes the carrying cost of the forfeited collateral that is to be recovered through the merchandise sales function described below. Merchandise Sale Function We acquire merchandise in one of three ways. First, we may sometimes make an outright purchase of a particular item. Second, we purchase an item with the seller retaining an option to repurchase the item for a set price within a fixed period of time. Finally, we will acquire inventory primarily through forfeited collateral on the loans we will make. Our access to the Diamond District coupled with our low cost of purchase give us the ability to sell products rapidly and virtually eliminate the danger of inventory lag. Merchandise acquired by the Company through forfeited collateral is carried in inventory at the amount of the related pawn loan, exclusive of any accrued service fees. The Company currently plans to execute all of its merchandise sales through its website by offering forfeited collateral to the general public at prices it expects will typically range from slightly below to slightly above wholesale cost. All sales will be on a first come, first serve basis with payment in full required before items are shipped to customers. All items will remain available for sale to the public for a period of up to 30 days, after which time we will dispose of the unsold items to industry buyers at their disposition price. As a special benefit to the Companys shareholders and bond holders, including purchasers in this Offering, a special Private Vault portion of the Companys website will offer for the first 15 days all available items at a specially discounted prices that we anticipate will be slightly below wholesale price, extending what we expect will be the lowest prices available anywhere in the diamond district. Following the 15 day period where such items are offered exclusively to our investors, we will offer any remaining items to the general public at prices slightly above wholesale prices. All items sold come with a written appraisal for insurance purposes. Thereafter, any item not sold through our website will be sold through our industry contacts at prices that we expect will still average 100% above our cost. Although the Company does not provide financing to any buyers of items from its website, we do permit customers to purchase merchandise on an interest-free layaway plan whereby the customer agrees to purchase an item by making an initial cash deposit representing 30% of the sale price of the item and making additional, non-interest bearing payments of the balance of the purchase price in accordance with a specified schedule over a period not exceeding 60 days. The Company then segregates the item and holds it until the disposition price is paid in full. Should the customer fail to make a required payment, the item is returned to inventory and previous payments are forfeited to the Company. Interim payments from customers on layaway sales are credited to deferred revenue and subsequently recorded as income during the period in which final payment is received or when previous payments are forfeited to the Company. Marketing Plan The Company is heavily dependent upon the long-standing reputation of Mr. Afkari in the jewelry industry, and in the Diamond Market in particular, and his extensive network of contacts among buyers and sellers of diamonds and jewelry for the success of our business plan. However, in addition to the word of mouth factor, we also plan to undertake a direct marketing campaign to local and regional jewelers and dealers in diamonds and precious gems throughout the NYC Region, in addition
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to develop a highly visible presence on the internet in order to fully promote our operations. There are a number of traditional and on-line publications that service the collateral loan industry and serve as a guide for consumers looking to secure short-term collateral loans to meet a wide range of needs. The Companys marketing Plan has been designed to take advantage of the various advantages offered by each of these marketing techniques and the many new high-tech mediums available in todays world. Competition The Company will encounter significant competition in connection with all aspects of its business operations. These competitive conditions may adversely affect the Company's revenue, profitability and ability to expand The Company collateralized loan and merchandise sales operations will encounter significant competition primarily from other collateral loan companies, other specialty consumer finance operators and deep-value specialty retailers, including retail, discount and online jewelry stores and other forms of financial institutions such as consumer finance companies, which generally lend on an unsecured as well as a secured basis. Other lenders may lend money on terms more favorable than the Company. Competitive factors in the Company's retail operations include the ability to provide the customer with a variety of merchandise items at attractive prices. There are currently 3 large, publicly held companies engaged in the general collateral loan business operating principally in the southern and southeastern United States, Mexico and Canada. The collateral loan and specialty consumer finance industries are characterized by a large number of independent owner-operators, some of whom own and operate multiple locations, many of which will also compete with our planned operations. Although these, and most other collateral loan companies, make loans based upon a wide range of potential collateral, there are a few such companies that, like us, restrict their activities to making loans based on jewelry, loose diamonds and other precious gemstones, include several that currently operated in the New York City market where we plan to center our activities. Virtually all of these competitors currently have greater financial resources than the Company. Although we believe that the potential market for the services we plan to offer is extensive and continuing to grow, and that our Company will be able to adequately compete on the basis of the type and quality of services we plan to offer, and the knowledge, expertise and existing reputation of Mr. Afkari, our CEO, these competitive conditions may adversely affect the Company's revenues and profitability in the immediate future. Management believes that the market for high end jewelry, diamonds and precious gems is growing with the demand for such items far outstripping the ability of our existing and future competitors to fulfill. Consequently, we believe that given our location in the heart of the New York Diamond District, the many years of experience, outstanding reputation and extensive network of industry contacts of our founder Mr. Afkari the Company will be able to meet the competitive challenge and be able to establish its commercial operations in accordance with the projections provided herein below (see, Forecasted Operating Statement below.) Recent Developments In January, 2014, Management concluded an agreement with an investor for the investment in the Company of an initial $250,000 that management will apply to the initiation of its commercial operations. Based upon the anticipated timetable for receipt of this investment, management expects that actual commercial operations will begin by approximately March 1, 2014. This investment will be adequate for completion of all required licensing, which is already in the application process, establishment of the Companys permanent offices within the Diamond District and the commencement of actual collateral loan operations. As a result of this initial
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investment, all of the proceeds from this Offering will be applied by the Company to the expansion of its business through funding additional collateral loans and the direct acquisition of jewelry, diamonds and precious gems, as further detailed above. GOVERNMENT REGULATIONS General The Company is subject to extensive regulation of its collateral loan operations. These regulations are provided through numerous laws, ordinances and regulatory pronouncements from various federal, state and local governmental entities. Many statutes and regulations prescribe, among other things, the general terms of the Company's collateral loan agreements and the maximum service fees and/or interest rates that may be charged and the Company must obtain and maintain regulatory operating licenses. These regulatory agencies have broad discretionary authority. Governmental action to further restrict collateral loan products has been advocated over the past few years by elected officials, regulators, consumer advocacy groups and by media reports and stories. The consumer groups and media typically focus on the cost to a consumer for these loans, which is higher than the interest generally charged by banks, credit unions and credit card issuers to a more creditworthy consumer, ignoring the fact that such loans are often the only source of emergency financing available to a growing number of people in todays dire economic times. During the last few years, legislation has been introduced and/or enacted in federal legislative bodies, in certain state legislatures and in various local jurisdictions to further restrict collateral loans, consumer loans and the related service fees. In addition, regulatory authorities in various levels of government have proposed or publicly addressed, from time to time, the possibility of proposing new or expanded regulations that would further restrict, and in some cases even prohibit, collateral loans or consumer loans. There can be no assurance that additional local, state or federal statutes or regulations will not be enacted or that existing laws and regulations will not be amended at some future date that could inhibit the ability of the Company to profitably offer loans, significantly decrease the service fees for lending money, any of which could cause a significant, adverse effect on the Company's future results. At present we operate solely within the State of New York where new legislation is currently pending before the state legislature that would provide a comprehensive update of New Yorks regulation of collateral loan brokers. However, unlike some other states where more restrictive legislation is being proposed, the proposed new regulations in New York would serve to expand the fees that collateral loan brokers could charge for their services and would, as presently proposed, be highly favorable to our business and future profits. Management believes that the proposed changes are in response to the growing need for the types of loans that we offer and the legitimate place such loans have in modern society. See, New York Regulations Proposed New Law below. It should also be notes that while regulation creates restrictions, it also protects both the consumers and the collateral loan industry from unscrupulous business practices that could destroy the general publics trust in the industry. Furthermore, effective regulation acts as a barrier to entry from potentially inexperienced and ill prepared competition.

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U.S. Federal Regulations The U.S. government and its agencies have significant regulatory authority over consumer financial services activities. In recent years, further legislation and regulations have been enacted or proposed which would further increase such regulation of the consumer finance industry, which includes regulations and restrictions specific to services provided by collateral loan brokers. Although many of the laws discussed below do not apply to the type of collateral loans engaged in by us at present, these laws do apply to the consumer loan industry in general and it is highly likely that these or similar laws may be modified or enacted in the future that will apply these or similar regulations to our operations. The Consumer Financial Protection Bureau that was created by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 has announced the commencement of regulatory, supervisory and enforcement powers over non-bank providers of consumer credit such as the collateral loans offered by the Company. The U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), and Title X of the Dodd- Frank Act created the Consumer Financial Protection Bureau (the CFPB). The CFPB became operational in certain respects in July 2011, although it did not have the ability to oversee and exercise its full authority over non-depository institutions and implement related rules until a permanent director was installed. On January 4, 2012, President Obama appointed a Director of the CFPB in a recess appointment bypassing Senate confirmation. The CFPB has announced that it will now exercise full regulatory, supervisory and enforcement powers over certain non-bank providers of consumer financial products and services such as the Company. The CFPB's powers include explicit supervisory authority to examine and require registration of such providers of consumer financial products and services, including providers of consumer loans such as the Company; the authority to adopt rules describing specified acts and practices as being unfair, deceptive or abusive, and hence unlawful; and the authority to impose recordkeeping obligations. The Company does not currently know the nature and extent of the rules the CFPB will consider for consumer loan products and services such as those offered by the Company or the timeframe in which the CFPB may consider such rules. The CFPB has indicated that it intends to systematically gather data to obtain a complete picture of the consumer loan market and its impact on consumers, and the CFPB has also released its Short-Term, SmallDollar Lending Procedures, which is the field guide CFPB examiners will use when examining small-dollar lenders such as the Company. Although the CFPB does not have the authority to regulate fees or interest rates, it is possible that at some time in the future the CFPB could propose and adopt rules making short-term consumer lending products and services materially less profitable or even impractical to offer, which could force the Company to modify its product offerings. In addition to the Dodd-Frank Act's grant of regulatory and supervisory powers to the CFPB, the Dodd-Frank Act gives the CFPB authority to pursue administrative proceedings or litigation for violations of federal consumer financial laws (including the CFPB's own rules). Until the Bureau begins to propose specific rules and regulations that apply to the Company's collateral loan activities, it is not possible to accurately predict what effect the Dodd-Frank Act and/or the Bureau will have on our business. In connection with credit services/consumer loan transactions (i.e. its collateral loans), the Company must comply with the various disclosure requirements under the Federal Truth in Lending Act (and Federal Reserve Regulation Z under that Act). These disclosures include, among other things, the total amount of the finance
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charges and annualized percentage rate of the finance charges associated with consumer loan and credit services transactions. Under the Bank Secrecy Act, the U.S. Department of the Treasury (the Treasury Department) regulates transactions involving currency in an amount greater than $25,000 and the purchase of monetary instruments for cash in amounts from $3,000 to $25,000 must be recorded. In general, every financial institution, including the Company, must report each deposit, withdrawal, exchange of currency or other payment or transfer, whether by, through or to the financial institution, that involves currency in an amount greater than $25,000. In addition, multiple currency transactions must be treated as single transactions if the financial institution has knowledge that the transactions are by, or on behalf of, any one person and result in either cash in or cash out totaling more than $25,000 during any one business day. In March 2000, the Financial Crimes Enforcement Network of the Treasury Department (FinCEN) adopted additional regulations, implementing the Bank Secrecy Act that also addresses money services businesses. These regulations require money services businesses, to report suspicious transactions involving at least $2,000 to FinCEN. The regulations generally describe three classes of reportable suspicious transactions one or more related transactions that the money services business knows, suspects, or has reason to suspect (1) involve funds derived from illegal activity or are intended to hide or disguise such funds; (2) are designed to evade the requirements of the Bank Secrecy Act; or (3) appear to serve no business or lawful purpose. The Gramm-Leach-Bliley Act requires the Company to generally protect the confidentiality of its customers' nonpublic personal information and to disclose to its customers its privacy policy and practices, including those regarding sharing the customers' nonpublic personal information with third parties. Such disclosure must be made to customers at the time the customer relationship is established, at least annually thereafter, and if there is a change in the Company's privacy policy. In addition, the Company adheres to strict document retention and destruction policies. Since October 2007, federal law caps the annual percentage rate that may be imposed on certain loans made to active duty military personnel or to active members of the National Guard or on active Reserve Duty, as well as their immediate dependents at 36%. This 36% annual percentage rate cap, does not currently apply to collateral loans such as those offered by the Company. However, should these federal laws be extended in the future to cover collateral loans, it would effectively prohibit the Company from extending our services to members of the military services and their families. State and Local Regulations The Company currently operates only in the State of New York which has licensing and/or fee regulations on the operations of Collateral Loan Brokers. The Company is licensed in the State of New York to operate as a Pawnbroker and also to operate as a second-hand reseller. As our operation expand in the future it may become necessary for us to obtain additional operating licenses in any other state where we establish operations. The Company's fee structures are at or below the applicable rate ceilings adopted by New York and we are in full compliance under all applicable laws of the State of New York. In general, these statutes and regulations establish licensing requirements for collateral loan brokers and regulate various aspects of the collateral loan, such as the service charges and interest rates that a collateral lending location may charge, the maximum amount of a collateral loan, the minimum and/or maximum term of a collateral loan, the content and format of the loan ticket, and the length of time after a loan default that a
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lender must hold defaulted collateral or purchased items before disposing of the merchandise. Failure to observe New York States legal requirements for collateral loans could result in, among other things, a loss of licenses, the imposition of fines or refunds, and other civil and/or criminal penalties. Additional federal regulations governing collateral operations are described in Other Regulations Affecting Lending Operations below. Under some county and municipal ordinances, collateral loan brokers must provide local law enforcement agencies with reports of all daily transactions involving loans and over-the-counter merchandise purchases. These daily transaction reports are designed to provide local law enforcement officials with a detailed description of the merchandise involved, including serial numbers, if any, and the name and address of the owner obtained from a valid identification card. Goods held to secure loans or goods purchased that are determined to belong to an owner other than the borrower or seller are subject to recovery by the rightful owners. The Company does not maintain insurance to cover the costs of returning merchandise to its rightful owners. New York Administrative Law 20-277: NY Code - Section 20-277, is one such provision to which we are subject. In essence this law provides that the police commissioner, at such times as he or she may prescribe in a written notice served upon any collateral loan broker by a member of the police department, may require such broker to report to such commissioner, upon blank forms to be furnished by the police department, a description of all goods, articles or things, or any part thereof, sold or pledged in the course of business of such broker during the days specified in such notice, stating the numbers of the loan tickets issued therefor, the amounts loaned thereon, and such identifying marks as may be on the goods pledged or sold. If such notice from the police commissioner so prescribes, such broker, until he or she is notified to discontinue so doing, shall keep and furnish on such forms, a general description as to sex, color and apparent age of every person depositing such pledges. New York State Regulations The general laws and regulations that govern our operations in New York State are found in the New York General Business Law, the relevant portions of which provide: Section 40. Licenses. No person, corporation, partnership or firm shall carry on the business of collateral loan broker, without having first obtained from the mayor of the city or licensing authority of the local governing body where the business is to be carried on a license authorizing such person to carry on the same in the manner and upon the conditions stated in the succeeding sections of this article. In the city of New York such license may be issued by the commissioner of consumer affairs. Section 43. Certain Entries To Be Made In Book. Every such collateral loan broker shall keep a book in which shall be fairly written, at the time of such loan, an account and description of the goods, articles or things pawned or pledged, the amount of money loaned thereon, the time of pledging the same, the rate of interest to be paid on such loan, the name and residence of the person pawning or pledging the said goods, articles or things and a notation of whether the pledgor claims to be the owner, consignee or agent of the owner. Section 44. Memorandum To Be Given. 1. Every such collateral loan broker shall at the time of each loan deliver to the person pawning or pledging any goods, article or thing, a memorandum or note signed by him containing the substance of the entry required to be made in his book by the last preceding section. Notwithstanding any general or special statutes, local laws and ordinances to the contrary, no collateral loan broker shall ask, demand or receive a service charge greater than ten dollars for loans equal to or greater than five hundred dollars, or seven dollars for loans equal to or greater than one hundred dollars but less than five hundred dollars for any such memorandum or note, provided that for loans less than one hundred dollars a
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service charge not greater than four dollars may be imposed. The holder of such memorandum or note shall be presumed to be the person entitled to redeem the pledge and the collateral loan broker shall deliver such article to the person so presenting such memorandum or note on payment of principal and interest. Should such ticket be lost or mislaid the pawnor shall at once apply to the collateral loan broker, in which case it shall be the duty of the collateral loan broker to permit such person to examine his books, and on finding the entry for said ticket, note or memorandum so lost and upon his giving to the collateral loan broker an exact description of the article pawned the collateral loan broker shall issue a second or stop ticket for the same provided such person shall furnish to the collateral loan broker a lost instrument bond in an amount equal to the fair market value of the pledge or, in the alternative, pay a lost ticket charge of one percent of the amount of the loan, or five dollars, whichever is greater. In addition to the information required to be furnished pursuant to subdivision one of this section a pawn ticket shall contain the following notice: Notice of Election The holder of this ticket may redeem the article pledged at any time prior to sale at private sale or public auction first following default. The article pledged may not be sold at private sale or auction until it has remained four months in the collateral loan broker's possession. If the article pledged is sold at private sale or public auction, money, if any, in excess of the amount of the loan, interest, lawful auctioneer's commission, if applicable, lawful extra care charges and the expenses of the advertisement of sale, if applicable, shall be paid to the holder of the pawn ticket. If the collateral loan broker shall purchase the article pledged at auction the holder shall have an additional ten days to redeem the article pledged by paying to the collateral loan broker the amount of the loan, interest, lawful auctioneer's commission, lawful extra care charges and the expense of the advertisement of sale. A holder may sell this ticket to a third party at any time prior to private sale or auction, or he may sell this ticket to the collateral loan broker any time ninety or more days after the article was pledged. If this ticket is sold to a collateral loan broker the holder may redeem the ticket within ten days after the sale by paying to the collateral loan broker the amount paid for the ticket. Notwithstanding any general, special or local law or ordinance to the contrary, if a collateral loan broker in good faith and without knowledge extends credit on a loan, the collateral for which was entrusted to the pledgor on consignment or was entrusted by a merchant dealing in goods of the kind pledged to the pledgor who was a merchant dealing in goods of the kind pledged, the collateral loan broker shall be required to relinquish the collateral to the legal owner provided the amount of the loan and interest due is paid. Section 46. Rate of Interest. Notwithstanding any general or special statutes, local laws and ordinances to the contrary, no collateral loan broker shall ask, demand or receive any greater rate of interest than four per centum per month, or any fraction of a month, and a notice containing a list of such rates of interest as herein provided and in accordance with the act of congress entitled "Truth in Lending Act" and the regulations thereunder, as such act and regulations may from time to time be amended shall be conspicuously displayed within the premises of such collateral loan broker. A minimum interest charge of twenty-five cents per month may be made on any loan. No collateral loan broker shall receive or be entitled to any interest or charges as provided by this article on any loan for any period of time exceeding fifteen months from the date of the making of such loan, provided however that where a loan is extended at the direct request of the pledgor, the collateral loan
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broker may receive and be entitled to any interest or charges provided by this article on such loan for any period of time not to exceed fifteen months from the date of such extension. Section 47. Second-hand Business. A collateral loan broker may purchase items of personal property in accordance with this section, provided however that a collateral loan broker shall not receive in pawn, as a pledge or as a purchase any instrument or weapon mentioned in section 265.5 of the penal law. A collateral loan broker may purchase back any pledge offered for sale by him or her at public auction and may thereafter sell such pledge if the pledgor fails to redeem within ten days or may purchase any pledge offered for sale by any other collateral loan broker at private sale or public auction. Nothing shall prohibit the sale of new or secondhand property upon the premises where such collateral loan business is conducted, nor the purchase of new or second-hand property, except as otherwise expressly prohibited herein. A person selling any item to a collateral loan broker, upon the premises of a collateral loan broker, may cancel the transaction within five business days, provided that the seller tenders the full purchase price, together with a cancellation fee not to exceed ten dollars for sales equal to or greater than five hundred dollars, seven dollars for sales equal to or greater than one hundred dollars but less than five hundred dollars, or four dollars for sales less than one hundred dollars. A person selling jewelry, watches, precious stones, precious metals or coins to a collateral loan broker shall be afforded the option of converting the sale to a loan, provided the option is exercised within fourteen days from the date of the sale (the loan shall be in the principal amount of not less than eighty percent of the sale price). A collateral loan broker purchasing articles from the general public shall display in a conspicuous place, in his or her shop, a sign stating: "PURSUANT TO ARTICLE 5 OF THE NEWYORK STATE GENERAL BUSINESS LAW A COLLATERAL LOAN BROKER IS AUTHORIZED TO PROVIDE LOANS ON ITEMS PLEDGED OR PURCHASE ITEMS OFFERED FOR SALE. YOU HAVE THE RIGHT TO USE AN ITEM AS COLLATERAL FOR A LOAN OR SELL THE ITEM IN ACCORDANCE WITH STATE AND LOCAL LAW. ALL SALES MAY BE CANCELLED WITHIN FIVE BUSINESS DAYS IN ACCORDANCE WITH SAID ARTICLE 5. A SALE OF JEWELRY, WATCHES, PRECIOUS STONES, PRECIOUS METALS OR COINS CAN BE CONVERTED TO A LOAN WITHIN 14 DAYS FROM THE DATE OF THE SALE." Section 50. Disposition of Proceeds. 1. The surplus money, if any, arising from any such sale, after deducting the amount of the loan, the interest then due on the same, the auctioneer's commissions, if applicable, lawful extra care charges and the expense of the advertisement of the sale, if applicable, shall be paid over by the collateral loan broker to the person who would be entitled to redeem the pledge in case no such sale had taken place. 2. In the event there is any surplus money due to a pledgor after such sale, the collateral loan broker shall give the pledgor written notice thereof, by mailing to such pledgor, directed to him at the address given at the time of pledging or in the event such pledgor has notified the collateral loan broker, in writing, of a change of address, to such new address, within thirty days after such sale, a notice which shall state the name and address of the collateral loan broker, the number of the pledge, the date of sale and the amount of any surplus. In the event any person entitled to such surplus fails to make claim for the same within one year from the date of such sale, such surplus shall be paid over, by the collateral loan broker, to the state comptroller in accordance with the provisions of section one thousand three hundred one of the abandoned property law. New York Regulations Proposed New Law On March 8, 2013, new legislation entitled the New York State Pawnbroking Act was introduced in Senate Bill SO4115 and Assembly Bill AO6093, which propose sweeping revision of Article 5 of the New York
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General Business Law and related statutes that govern the operations of collateral loan brokers in New York State. This new law has been proposed in recognition of the dramatic increase in collateral loan brokers in recent years and the increasing role small, short term collateralized loans play in modern society given the prevailing economic conditions. The major changes that will, if enacted, impact our operations are as follows: Section 49 Pledged Goods Not Redeemed. Goods not redeemed by the Pledgor on or before the maturity date of a pawn must be held by the pawnbroker for at least thirty days following such date or until the next business day if the thirtieth day is not a business day. Pledged goods not redeemed within the thirty day period following the maturity date of a pawn are automatically forfeited to the pawnbroker; absolute right title and interest in and to the goods shall vest in and shall be deemed conveyed to the pawnbroker by operations of law; and no further notice is necessary. A Pledgor has no obligation to redeem pledged goods or make any payment on a pawn. This proposed new Section 49 would replace and significantly modify the impact of the current Section 50. Currently, a default on the loan treats the pledged property in essentially the same fashion as a mortgage on real property, as collateral for the amount owed. In the event of a default the lender can sell the pledged property but is only entitled to recover the original amount owed on the loan, including interest and the costs incurred in selling the property. Any surplus belongs to the original Pledgor and must be paid over to him or her. Under the new Section 49 the pledged property will automatically become the property of the lender upon the expiration of a 30 day notice period and all the funds realized on the sale of the property will then belong to the lender. Section 50. Pawn Service Charges. 1. In a pawn transaction, a pawnbroker may contract for and receive a pawn service charge. The interest component of the pawn service charge shall be deemed to be two percent of the amount financed for each thirty-day period in a pawn transaction. The pawnbroker may charge any amount of pawn service charge, so long as the total amount, inclusive of the interest component, does not exceed Twenty-Five Percent of the amount financed for each thirty-day period in a pawn transaction, except that the pawnbroker is entitled to receive a minimum pawn service charge of Five Dollars for each such thirty-day period. This new Section 50, although reducing the interest component of a loan transaction to two percent from the current four percent, substantially increases the service fee that a lender can charge provided that the total of interest and service fee does not exceed Twenty-Five Percent of the amount financed. This is substantially in excess of the currently permitted service fee of $10 for loans in excess of five hundred dollars. The new fee structure is expected to result in a material increase in revenues and profits for the Company. Although unclear from the current proposed bill, presumably we will still be permitted to impose an extra charge for insurance, storage, extra care, transporting and safe-keeping of the pledged property currently permitted under New York City Regulations (see below). However, regardless of this element, the proposed new law will be highly favorable to the Company and we expect that its enactment into law will ultimately result in a significant increase in both revenues and profits from our operations. New York City Regulations The general laws and regulations that govern our operations in New York City are found in Title 6 of the Department of Consumer Affairs, Chapter 5, Subchapter S, the relevant portions of which provide: Section 5-221 Fees. No collateral loan broker shall charge or exact a fee other than that permitted by 44 of the General Business Law, except that the collateral loan broker may charge a reasonable fee for: A. insuring the articles from injury, fire, theft, burglary, robbery and other contingencies; and
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B. extra care actually given when specifically requested by the customer and only if such fee does not exceed the following amounts: C. Storage of furs, fur coats, fragile, delicate or bulky items: $25.00. D. Storage of art objects including paintings, sculptures and all works in any other medium for sizes not to exceed 36 inches by 36 inches: $25.00 plus any costs actually incurred for special crating and packaging; and for sizes exceeding the foregoing: an amount separately agreed to by the parties. E. Vault storage for stamp or coin collection: $20.00. F. Vault storage for jewelry: 2 percent of the amount of the loan not to exceed $20.00; if the loan exceeds $1,000: an amount separately agreed to by the parties. G. Transportation of pledged items to and from the vault either by courier(s) or vehicle(s), together with security therefore: one percent of the amount loaned. Section 5-222 Caveats on Pawn Tickets. Every ticket issued by a collateral loan broker shall include a notation in either of the following forms: "Not accountable for loss of goods by fire or theft" or "Protected against loss by fire or theft." Words having practically the same meaning as the foregoing may be used. Every collateral loan broker shall, in every possible way, call attention to the contents of the pawn ticket, including the placing in a prominent position in his place of business of a sign reading: "Read your ticket." In every case where a charge is made or a fee exacted for extra care, the collateral loan broker shall specifically call the pledgor's attention to the said charge at the time the loan is made, and no such charge or fee shall be allowed unless the pledgor shall sign an agreement to pay such extra charge and the fee for such extra charge, as agreed upon, shall be plainly written on the face of the pawn ticket. Every collateral loan broker shall place in a prominent position in his or her place of business a reproduction of the application for the pawn ticket and the front of the pawn ticket which have been enlarged to twice their normal size, and a reproduction of the back of the pawn ticket which has been enlarged to three times its normal size. Section 5-226 Acceptable Forms of Verification of Pledgor's Identity and Required Records. It shall be the duty of every collateral loan broker to verify the identity of every person from whom he accepts any article as a pledge for a loan and to make and keep a written record of the nature of the evidence submitted by such person to prove his identity. Only the following shall be deemed acceptable evidence of identity: A. Any official document issued by the United States government, any state, county, municipality or subdivision thereof, any public agency or department thereof, or any public or private employer, which requires and bears signature of person to whom issued. B. Police, fire department and postal department badges containing numbers.
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C. A passport. In addition, and in every case, it shall be the duty of every collateral loan broker, to require that every person from whom he accepts an article as a pledge for a loan, sign his name in the presence of the collateral loan broker, compare the signature with the signature on the identifying document and retain on his premises the person's signature together with the number and description of the identifying document. FORECASTED FINANCIAL INFORMATION Presented below is forecasted financial information for our operations during the initial 24 months following closing of the Minimum Offering. This information reflect the utilization of the proceeds from the sale of the Debentures in our planned business operations, the anticipated results of our planned operations and the assumptions underlying these forecasts. We have elected to present this information on a monthly basis in a format designed to highlight the information we believe is most important to an investment decision concerning the Debentures we are offering. Unlike a traditional operating statement presentation, we have provided a month-by-month review that summarizes our expected operating results as we implement our business plan, demonstrating the viability of the business concept, the growth of our commercial operations as we establish our position in the market, demonstrating that debt service is easily maintained throughout our operations, and providing a recap of the value of the collateral that secures repayment of the Debentures at their maturity. As you will see, even in month one of our operations the collateral securing the Debentures, consisting of free cash and the wholesale value of jewelry purchased or pledged to us, stands at over 110% of the value of all outstanding Debentures, increasing constantly to over 200% by month three and continuing to increase as our operations grow. This information also reflects the manner in which management plans to implement its business plan and the expected growth of our operations during the initial 2-year period following the completion of the Minimum Offering. Following the financial information are the assumptions utilized in the preparation of these forecasts. These assumptions are an integral part of the forecasted financial results presented and should be carefully reviewed by any potential purchaser of Debentures in this Offering. These assumption represent Managements best estimation of the various factors that will affect the implementation and expansion of our operations, the results of those operations, and the method by which we provide security for the Debenture Holders that adequate funds will be available for the redemption of the Debentures at their maturity. Any variation in the assumptions made, any deviation from the estimate, costs and valuation used in preparing these forecasts could have a materially adverse impact upon the information provided. You are strongly encouraged to ask questions of Management concerning these forecasts and the manner in which they were prepared and the assumptions upon which they are based. Below is presented, on a month by month basis, our forecasted results of operations and cash and asset positions for the initial 24 months of operations following completion of the Minimum Offering. It must be noted that Month 1 includes the utilization of the recently concluded $250,000 investment we have secured from a private investor as discussed herein under BUSINESS OF THE COMPANY. When added to the net proceeds of the Minimum Offering, the Starting Cash Balance in Month 1 reflects the total of two amounts (identified as New Cash Investment Received) less the start-up Costs and Expenses which were
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paid from the pre-Offering investment proceeds. After Month 1, New Cash Investment received refers solely to additional proceeds from this Offering: MONTH 1 Month 1 is devoted to establishing our operations including the opening of our new offices in the Diamond District in New York City and the start of our planned commercial operations. New Cash Investment Received: Start-up Cost and Expenses: Starting Cash Balance: Month 1 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Cash on Hand at end of Month 1: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: ($12,000) ($12,000) $ 500,000 (140,000) $ 360,000 (25,000) (50,000) $ 285,000 34,000 250,000 $ 500,000 $ 569,000 =========

MONTH 2 This is the first full month of operations. Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 2 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 2 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: Cash on Hand at end of Month 2: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations:
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$ 285,000 -0(12,000) ( 5,000) (25,000) (100,000) 34,000 (25,000) -0$ 152,000 34,000 750,000 $ 500,000 $ 936,000 =========

($ 8,000) ($20,000)

MONTH 3 Opening Cash Balance: New Cash Investment Received: Additional Offering Costs: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 3 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 3 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans Cash on Hand at end of Month 3: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: MONTH 4 Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 4 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 4 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans Cash on Hand at end of Month 4: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations:
Page 34 of 79

$ 152,000 375,000 (37,500) (12,000) ( 5,000) (25,000) (100,000) 34,000 (25,000) 14,000 (12,500) $ 618,500 34,000 1,187,500 $ 875,000 $1,840,000 =========

($ 8,000) ($28,000)

$ 618,000 -0(25,400) (11,250) (25,000) (100,000) 34,000 (25,000) 42,000 (37,500) $ 532,850 34,000 1,477,500 $ 875,000 $2,044,350 =========

($ 23,150) ($ 49,650)

MONTH 5 Opening Cash Balance: New Cash Investment Received: Additional Offering Costs: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 5 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 5 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 5: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: MONTH 6 Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 6 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 6 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 6: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: Page 35 of 79 $ 47,150 $ 13,650 $ 862,100 -0(25,400) (15,000) (50,000) (250,000) 34,000 (25,000) 81,800 (63,250) 90,000 (30,000) $ 729,900 68,000 2,096,250 $1,250,000 $2,891,750 ========= $ 11,350 ($35,900) $ 532,850 375,000 (37,500) (25,400) (11,250) (25,000) (100,000) 34,000 (25,000) 72,000 (63,000) 45,000 (15,000) $ 862,100 34,000 1,662,500 $ 875,000 $2,044,350 =========

MONTH 7 Opening Cash Balance: New Cash Investment Received: Additional Offering Costs: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 7 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 7 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 7: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: MONTH 8 Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 8 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 8 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 8: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: Page 36 of 79 $ 51,400 $119,750 $1,007,200 -0(25,400) (17,500) (50,000) (250,000) 68,000 (50,000) 123,800 (107,500) 90,000 (30,000) $ 948,500 68,000 3,047,250 $1,625,000 $4,063,750 ========= $ 49,900 $ 65,950 $ 729,900 375,000 (37,500) (25,400) (15,000) (50,000) (250,000) 68,000 (50,000) 82,300 (70,000) 90,000 (30,000) $1,007,200 68,000 2,346,250 $1,625,000 $3,421,450 =========

MONTH 9 Opening Cash Balance: New Cash Investment Received: Additional Offering Costs: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 9 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 9 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 9: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: MONTH 10 Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 10 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 10 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 10: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: Page 37 of 79 $167,000 $343,250 $1,305,800 -0(25,400) (20,000) (50,000) (250,000) 68,000 (50,000) 295,000 (250,000) 154,000 (50,000) $1,477,400 68,000 3,997,250 $2,000,000 $5,542,650 ========= $ 49,900 $ 65,950 $ 948,500 375,000 (37,500) (25,400) (17,500) (50,000) (250,000) 68,000 (50,000) 164,800 (145,000) 90,000 (30,000) $1,040,900 68,000 2,346,250 $1,625,000 $3,387,150 =========

MONTH 11 Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 11 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 11 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 11: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: MONTH 12 Opening Cash Balance: New Cash Investment Received: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 12 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 12 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 12: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations: First Year Deposit to Sinking Fund: Page 38 of 79 $167,000 $678,250 $225,750 $1,599,000 -0(25,400) (20,000) (50,000) (250,000) 68,000 (50,000) 295,000 (250,000) 154,000 (50,000) $1,770,600 68,000 3,297,250 $2,000,000 $5,135,850 ========= $167,000 $510,250 $1,447,400 -0(25,400) (20,000) (50,000) (250,000) 68,000 (50,000) 295,000 (250,000) 154,000 (50,000) $1,599,000 68,000 3,997,250 $2,000,000 $5,664,250 =========

MONTH 13 Opening Cash Balance: First Year Taxes: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 13 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 13 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 13: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: MONTH 14 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 14 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 14 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 14: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: $150,150 $300,300 $1,642,665 (27,850) (20,000) (75,000) (300,000) 68,000 (50,000) 295,000 (250,000) 210,000 (75,000) $1,792,815 110,000 3,297,250 $2,000,000 $5,200,065 ========= $150,150 $150,150 $1,770,600 (278,085) (27,850) (20,000) (75,000) (300,000) 68,000 (50,000) 295,000 (250,000) 210,000 (75,000) $1,642,665 110,000 3,062,500 $2,000,000 $4,815,165 =========

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MONTH 15 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 15 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 15 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 15: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: MONTH 16 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 16 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 16 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 16: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: $176,150 $643,600 $2,040,665 (27,850) (20,000) (75,000) (300,000) 110,000 (75,000) 354,000 (300,000) 210,000 (75,000) $2,264,815 110,000 3,375,000 $2,000,000 $5,742,815 ========= $167,150 $467,450 $1,792,815 (27,850) (20,000) (75,000) (300,000) 110,000 (75,000) 295,000 (250,000) 210,000 (75,000) $2,040,665 110,000 3,375,000 $2,000,000 $5,525,665 =========

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MONTH 17 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 17 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 17 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 17: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: MONTH 18 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 18 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 18 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 18: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: $180,650 $1,004,900 $2,520,465 (27,850) (20,000) (75,000) (300,000) 110,000 (75,000) 358,500 (300,000) 210,000 (75,000) $2,776,115 110,000 3,375,000 $2,000,000 $6,005,465 ========= $180,650 $824,250 $2,264,815 (27,850) (20,000) (75,000) (300,000) 110,000 (75,000) 358,500 (300,000) 210,000 (75,000) $2,520,465 110,000 3,375,000 $2,000,000 $6,000,965 =========

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MONTH 19 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 19 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 19 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans: e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 19: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: MONTH 20 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 20 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 20 Revenues: a) From sale of purchased jewelry, diamonds and gems: b) Cost of Sales: c) From Loan Repayments: d) Cost Basis of Repaid Loans e) Sale of Forfeited Collateral: f) Cost of Sales Cash on Hand at end of Month 20: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: $187,650 $1,373,200 $2,966,765 (27,850) (20,000) (90,000) (350,000) 132,000 (90,000) 358,500 (300,000) 210,000 (75,000) $3,179,415 132,000 3,625,000 $2,000,000 $6,936,465 ========= $180,650 $1,185,550 $2,776,115 (27,850) (20,000) (90,000) (350,000) 110,000 (75,000) 358,500 (300,000) 210,000 (75,000) $2,966,765 132,000 3,625,000 $2,000,000 $6,723,765 =========

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MONTH 21 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 21 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 21 Revenues: g) From sale of purchased jewelry, diamonds and gems: h) Cost of Sales: i) From Loan Repayments: j) Cost Basis of Repaid Loans: k) Sale of Forfeited Collateral: l) Cost of Sales Cash on Hand at end of Month 21: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: MONTH 22 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 22 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 22 Revenues: g) From sale of purchased jewelry, diamonds and gems: h) Cost of Sales: i) From Loan Repayments: j) Cost Basis of Repaid Loans k) Sale of Forfeited Collateral: l) Cost of Sales Cash on Hand at end of Month 22: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: $239,250 $1,849,450 $3,406,065 (27,850) (20,000) (90,000) (350,000) 132,000 (90,000) 387,250 (325,000) 210,000 (75,000) $3,647,465 132,000 3,625,000 $2,000,000 $7,404,465 ========= $237,000 $1,610,200 $3,179,415 (27,850) (20,000) (90,000) (350,000) 132,000 (90,000) 372,500 (312,500) 210,000 (75,000) $3,406,065 132,000 3,625,000 $2,000,000 $7,163,060 =========

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MONTH 23 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 23 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 23 Revenues: m) From sale of purchased jewelry, diamonds and gems: n) Cost of Sales: o) From Loan Repayments: p) Cost Basis of Repaid Loans: q) Sale of Forfeited Collateral: r) Cost of Sales Cash on Hand at end of Month 23: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: MONTH 24 Opening Cash Balance: Monthly Costs and Expenses of Operations: Debenture Debt Service: Month 22 Operations: a) Jewelry and Precious Stone Purchases: b) New Collateral Loans: Month 22 Revenues: m) From sale of purchased jewelry, diamonds and gems: n) Cost of Sales: o) From Loan Repayments: p) Cost Basis of Repaid Loans q) Sale of Forfeited Collateral: r) Cost of Sales Cash on Hand at end of Month 22: Estimated Wholesale Value of Purchased Jewelry: Estimated Wholesale Value of Pledged Collateral: Total Debentures Outstanding at Months End Total Collateral (Cash and Assets) Available to Secure Debenture Repayment: Monthly Loss/Profit From Operations: Cumulative Loss/Profit From Operations Year 2: $327,650 $2,504,750 $4,032,265 (27,850) (20,000) (90,000) (350,000) 132,000 (90,000) 418,250 (350,000) 322,400 (105,000) $4,417,065 132,000 3,625,000 $2,000,000 $8,174,065 ========= $327,650 $2,177,100 $3,647,465 (27,850) (20,000) (90,000) (350,000) 132,000 (90,000) 418,250 (350,000) 322,400 (105,000) $4,032,265 132,000 3,625,000 $2,000,000 $7,789,265 =========

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Assumptions: 1. After initial closing and availability of first funds, it will take 30 days to set up our office. During this first 30 day period we assume that we will have only limited operations; 2. During Months 2 - 5 of our operations we project completing new outright purchase of jewelry at the rate of $25,000 per month and completing new collateral loans at the rate of $100,000 per month. Thereafter, beginning in Month 6 12 of our operations we project new purchase of jewelry will increase to $50,000 per month and new collateral loans will be at the rate of $250,000 per month. 3. Purchases transaction are projected to require 30 days for completion from initial purchase to sale and availability of funds. 4. We anticipate that outright purchases will be made at an average of 25% below wholesale price with the item first being offered for sale on our website to our investors for 15 days, then to the general public for a similar will any unsold items be sold by us to our industry contacts at or slightly above wholesale generating a projected 25% average profits per transaction. 5. With respect to collateral loans, we project that the following assumptions will hold: a. We will be lending at between 20% and 35% of distressed wholesale value; b. Loans will be for a maximum term of 4 months with an estimated 70% of all loans made being repaid and the collateral redeemed; c. Of the loans that we will be making, we project that 25% of such loans will be repaid by month 2 of the term; an additional 25% will be repaid by month 3 of the term and the balance of 50% will not be repaid until the end of the 4-month term of the loans. d. All loans will carry interest charges equal to 4% of the amount of the loan per month of the term, plus additional fees and charges (for service fees, insurance, storage and related charges), equal to an additional 2% of the loan amount per month; e. Loans that are defaulted on will require an additional 15 days for legally required notices and processing before the collateral becomes available for us to sell; f. Items obtained by us through the forfeiture of collateral on the loans we make will, like purchased goods, be offered through our website first exclusively to our investors for a period of 15 days at prices slightly below wholesale prices, then to the general public at prices above wholesale but still well below average retail prices. Finally, items not sold in such manner may be sold to our industry contacts at prices equal to or slightly above distressed wholesale prices for the item. Based on this model, we project that all defaulted items will be sold within 45 days of the default on the underlying loan and that our profit on the sale of forfeited collateral, based upon our cost basis for the items, will average: (i) 300% on sales made to our investors; (ii) 500% on sales made to the general public; and (iii) 200% on sales made to industry buyers. 6. With respect to items we obtain through defaulted loans, we project t that approximately 10% will be sold to our investors, an additional 25% will be sold to the general public, and the balance will be sold through our industry contacts.
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7. Beginning in month 3 of our operations, the Company will commence payment of salaries to management and staff as follows: a. A salary to our CEO of $104,000 per year, or $50.00 per hour, at the rate of $8,000 per month for his full time services to the Company; b. A salary to our Vice President based upon her time devoted to the business of the Company at the rate of $75,000 per year, or $35.00 per hour, at the rate of $1,400 per month, as she will only devote a portion of her time to the affairs of the Company; and c. A salary to an assistant manager at the rate of $52,000 per year, or $25.00 per hour, at the rate of $4,000 per month for his full time service to the Company. 8. Interest on the Debentures being sold by this Offering will be paid monthly beginning 30 days after the Closing of Minimum Offering. 9. A Sinking Fund will be established by the Company upon the Closing of the Offering and will be funded with 1/3 of the Annual Profits of our operations as determined by the Companys accountants, for the purpose of providing an available fund for the repayment of the Debentures at their maturity as provided in the Debenture Instrument. 10. Year 2 Adjustments to foregoing Assumptions. For purposes of the Financial Forecasts for Year 2 of operations, the following additional assumptions will apply: a. All Debenture Holders will elect to extend their Debentures for an additional 1-year period. b. A combined Federal, State and Local Tax Rate of 41% will be applied to First Year Profits payable in Year 2, the full amount of which will be applied in Month 13 of operations c. Year 2 operating costs will be increased by 5% per month, for total operating costs of $12,600 per month, and salary expense will be increased by 10% per month, for total salary expense in year 2 of $14,750, making total monthly general and administrative expenses $27,350. d. No new investment proceeds will received in year 2. e. During Months 13-18, new purchases will be at the rate of $75,000 per month and new collateral loans at the rate of $300,000 per month; during months 19-24 new purchases will be at the rate of $90,000 per month and new collateral loans at the rate of $350,000 per month. RISK FACTORS Any investment in the Company involves certain risks. Although the Debentures being offered hereby are not equity securities, carry a guaranteed rate of interest and will be fully collateralized by all the assets of the Company, you should carefully consider the following risk factors relating to the Company and its business in
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conjunction with the other information contained in this Memorandum before making an investment. The risks described below are not the only ones we face but do represent those risks that we believe are material to us. Additional risks not presently known to us or that we currently deem immaterial may also harm our business. 1. We Are Recently Organized; Have No Opening History and No Record of Earnings. The Company is only recently organized, having been formed in the State of New York in June 2013. We do not have any material assets and have no current operations, income or profits; therefore there is no history of earnings or operations upon which to judge our future success. To date we have been engaged in the development of our business plan and the preparations of this Memorandum. Because of a lack of prior operations and industry position, we must be considered a development stage enterprise. You should not assume that our performance will be similar to the past performance of other collateral loan companies with which you may be familiar. Consequently, there can be no assurance that viable commercial operations can be achieved or sustained even if we are successful in raising all of the capital we require, whether from this Offering or otherwise. As a development stage enterprise, we are subject to all of the risks inherent in the establishment of a new business, including the absence of a significant operating history, lack of market recognition and limited banking and financial relationships. The likelihood of our future success must be considered in light of the problems, expenses, difficulties, and complications and delays often encountered in connection with the formulation of a new business and the competitive environment in which we will operate. See BUSINESS OF THE COMPANY. 2. The Collateral Loan Industry Continues to Come Under Increased Regulation and Scrutiny. Such Regulations Could Materially Impair or Reduce Our Collateral Loan Businesses. Our planned operations as a collateral loan broker are subject to extensive regulation and supervision under various federal, state and local laws, ordinances and regulations (see, GOVERNMENT REGULATIONS above). The Company faces the risk that restrictions or limitations on loan products, loan amounts, loan yields and customer acceptance of loan products resulting from the enactment, change, or interpretation of laws and regulations could have a negative effect on the Company's business activities. Collateral loan brokers have come under increased scrutiny and increasingly restrictive regulation in recent years. Other enacted or recently proposed regulatory activity may limit the number of loans that customers may receive or have outstanding, and regulations adopted by some states require that all borrowers of certain loan products be listed on a database, limit the yield on collateral loans and limit the number of such loans borrowers may have outstanding. Certain consumer advocacy groups and federal and state legislators have also asserted that laws and regulations should be tightened so as to severely limit, if not eliminate, the availability of collateral loans to consumers, despite the significant demand for such products. Presently, New York State, where we operate, has proposed sweeping revisions to the laws and regulations governing the activities of collateral loan brokers. These proposed new rules would have a positive impact upon our operations and substantially increase the return on typical collateral loans made in New York. The proposed New York laws have been proposed in recognition of the demand for such loans and the increasing role collateral loans play in the lives of an increasing segment of the population. Based upon these proposed rule changes in New York, Management does not believe that the adoption of federal, state or local regulation or legislation in the United States that would restrict, or even eliminate, the availability of collateral loans are
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likely. Consequently, Management does not believe that future changes in the laws and regulations that regulate our business would adversely affect the Company's operations and financial condition 3. Media Reports and Public Perception of Collateral Loans, Such as the Loans Offered by the Company, as Being Predatory or Abusive Could Materially Adversely Affect the Company's Businesses. Consumer advocacy groups and media reports generally focus on the cost to a consumer for this type of loan, which is higher than the interest typically charged by banks to consumers with better credit histories. Though consumer advocacy groups and media reports do not discuss the lack of viable alternatives for our customers' borrowing needs, they do typically characterize collateral loans as predatory or abusive despite the large customer demand for collateral loans and the important role they play in the financial planning of a growing number of people. In addition, the Companys ability to attract and retain customers is highly dependent upon the external perceptions of its level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and damage the Companys reputation among existing and potential customers, which could make it difficult for the Company to attract new customers and maintain existing ones and could significantly decrease the demand for the Companys products. 4. The Consumer Financial Protection Bureau Created by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Has Announced Commencement of Regulatory, Supervisory and Enforcement Powers Over Non-bank Providers of Consumer Credit Such as the Company. The U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), and Title X of the Dodd-Frank Act created the Consumer Financial Protection Bureau (the CFPB). The CFPB became operational in certain respects in July 2011, although it did not have the ability to oversee and exercise its full authority over non- depository institutions and implement related rules until a permanent director was installed. On January 4, 2012, President Obama appointed a Director of the CFPB. The CFPB has announced that it will now exercise full regulatory, supervisory and enforcement powers over certain non- bank providers of consumer financial products and services such as the Company. The Company does not currently know the nature and extent of the rules the CFPB will consider for consumer loan products and services such as those offered by the Company or the timeframe in which the CFPB may consider such rules. The CFPB has indicated that it intends to systematically gather data to obtain a complete picture of the consumer loan market and its impact on consumers, and the CFPB has also released its Short-Term, SmallDollar Lending Procedures, which is the field guide CFPB examiners will use when examining small-dollar lenders such as the Company. Although the CFPB does not have the authority to regulate fees or interest rates, it is possible that at some time in the future the CFPB could propose and adopt rules making short-term consumer lending products and services materially less profitable. For a more detail discussion of the provisions of this Act see, GOVERNMENT REGULATION above.

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5. Adverse Market Fluctuations in the Price of Gold and Other Precious Metals Could Negatively Affect the Company's Profits. We expect that high end jewelry items, many of which will contain quantities of gold and other precious metals, will account for a substantial part of the collateral pledged for loans that we will make to customers. As such with respect to the loans collateralized with gold jewelry acquired through collateral forfeitures or direct purchases from customers, fluctuations in the price of gold may have a material impact upon our profitability. In addition to normal market risks associated with accepting gold and precious metals as loan collateral and buying and selling such items, the global economic crisis has increased the volatility of commodity markets such as those for gold and other precious metals. A significant and sustained decline in gold and/or precious metal prices could result in decreased merchandise sales, decreased inventory valuations and substandard collateralization of outstanding collateral loans. As a result, the Company's profit margins from the sale of existing jewelry inventories would be negatively impacted, as would the potential profit margins on gold jewelry currently pledged as collateral by our customers in the event it was forfeited by the customer. However, management believes that many customers would be willing to add additional items of value to their pledge in order to obtain the desired loan amount, thus mitigating a portion of this risk. 6. Increased Competition From Banks, Savings and Loans, Internet-based Lenders, Other Shortterm Consumer Lenders, Could Adversely Affect the Company's Results of Operations. The Company Has Many Competitors to Its Core Lending and Merchandise Sales Operations. The Company's principal competitors are other collateral loan companies, consumer loan companies, internetbased lenders, consumer finance companies, rent-to-own stores, retail finance programs and other financial institutions that serve the Company's primary customer base. Many other financial institutions or other businesses that do not now offer products or services directed toward the Company's traditional customer base could begin doing so in the future. Most of these other competing entities have greater assets and more extensive depth of management than we do at this time. Significant increases in the number and size of competitors for the Company's business could result in a decrease in the number of collateral loans that the Company writes, resulting in lower levels of revenue and earnings. Furthermore, the Company has many competitors to its retail operations, such as retailers of new merchandise, retailers of pre-owned merchandise, other collateral loan brokers, thrift shops, online retailers, online classified advertising sites and online auction sites. Increased competition or aggressive marketing and pricing practices by these competitors could result in decreased revenue, margins and turnover rates in the Company's retail operations. 7. A sustained Deterioration in the Economy Could Reduce Demand For the Companys Products and Services and Result in Reduced Earnings. A sustained deterioration in the economy could cause deterioration in the performance of the Companys collateral loan portfolio and in consumer demand for pre-owned jewelry such as that sold by the Company. An economic slowdown could result in a decreased number of collateral loans being made to customers due to higher unemployment or an increase in loan defaults. While the credit risk for much of the Companys lending is mitigated by the collateralized nature of the loans we make, a sustained deterioration in the economy could reduce the demand and resale value of pre-owned jewelry and reduce the amount that the Company could
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effectively lend on an item of collateral. Such reductions could adversely affect collateral loan balances, loan redemption rates, inventory balances, inventory mixes and gross profit margins. 8. Security Breaches, Cyber Attacks or Fraudulent Activity Could Result in Damage to the Company's Operations or Lead to Reputational Damage. A security breach of the Company's computer systems could also interrupt or damage its operations or harm its reputation. In addition, the Company could be subject to liability if confidential customer information is misappropriated from its computer systems. Despite the implementation of significant security measures, these systems may still be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any compromise of security could deter people from entering into transactions that involve transmitting confidential information to the Company's systems, which could have a materially adverse effect on the Company's business. 9. The Company is Subject to Cyber Security Risks and Security Breaches and May Incur Increasing Costs in an Effort to Minimize Those Risks and to Respond to Cyber Incidents. Our business involves the storage and transmission of users proprietary information, and security breaches could expose the Company to a risk of loss or misuse of this information, litigation, and potential liability. The Companys e-commerce segment is entirely dependent on the secure operation of its websites and systems as well as the operation of the internet generally. The Company may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber attacks. If an actual or perceived breach of security occurs, customer perception of the effectiveness of our security measures could be harmed and could result in the loss of customers. A person who is able to circumvent the Companys security measures could misappropriate the Companys or its users proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business. Any compromise of security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in the technology used by the Company to protect transaction data being breached or compromised. Data breaches can also occur as a result of non-technical issues. The Companys servers may also be vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, including denial-of-service type attacks. Security breaches, including any breach by the Company or by persons with whom it has commercial relationships that result in the unauthorized release of its users personal information, could damage its reputation and expose it to a risk of loss or litigation and possible liability. Any of these events could result in a loss of revenue and could have a material adverse effect on the Companys business, prospects, results of operations and financial condition.

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10. The Companys Success is Dependent, in Part, Upon our Executive Officers, and if we not Able to Attract and Retain Qualified Executive Officers, our Business Could be Materially Adversely Affected. The Companys success depends, in part, on our executive officers, and of Meran Afkari in particular, who would be difficult to replace. We do not currently have employment agreements with any of our management and do not anticipate any such agreements until commercial operations are established. The members of our senior management team have significant industry experience, and we believe that senior management would be difficult to replace, if necessary. Because the market for qualified individuals is highly competitive, we may not be able to attract and retain qualified executive officers or candidates. In addition, increasing regulations on the consumer financial services industry could affect our ability to attract and retain qualified executive officers. If we are unable to attract or retain qualified executive officers, it could materially adversely affect our business in the future. 11. The Company May Incur Property, Casualty or Other Losses Not Covered by Insurance. The Company plans to maintain a program of insurance coverage for various types of property, casualty and other risks. The types and amounts of insurance that we obtains may vary from time to time, depending on availability, cost and managements decisions with respect to risk retention. The policies are subject to deductibles and exclusions and coverage may not be readily or economically available to cover all potential risks of our business that may result in the retention of a level of risk on a self-insurance basis. Losses not covered by insurance could be substantial and may increase our expenses, which could harm our results of operations and financial condition. 12. Uncertainty as To Managements Ability to Control Costs and Expenses. This is a new business and we cannot accurately project, or give assurance, as to our ability to control our development and operating costs and expenses. Consequently, even if we are successful in implementing commercial operations, if we are not able to adequately control costs and expenses, such operations may not generate any profit or may result in operating losses. 13. Limitation of Liability and Indemnification of Officers and Directors. Our Articles of Incorporation and By-Laws provide the Company shall indemnify its officers and directors against losses sustained or liabilities incurred from any transaction in such officers or directors managerial capacity unless he violates a duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend, or derived an improper benefit from any given transaction. Furthermore, it is also provided that we shall indemnify all of our officers and directors against any losses or liabilities incurred as a result of the manner in which they administer and operate our business or conduct our internal affairs; provided, that in connection with these activities, they act in good faith and in a manner which they reasonably believe to be in, or not opposed to, our best interests and that their conduct does not constitute gross negligence, misconduct, or breach of fiduciary obligation.
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14. No Review of Offering Document. Because this is a private offering, this Memorandum has not been reviewed by the SEC or any State Securities Commissions. Such review could have resulted in additional disclosure or disclosures involving a different format or substance from those set forth herein. APPLICATION OF PROCEEDS As the securities being offered are Debentures and not equity securities, the full face amount of the Debentures sold will be repaid to investors according to the terms of the Debentures upon their maturity. Gross proceeds from this Offering will be $2,000,000 if the Maximum Offering is sold and $300,000 if only the Minimum Offering is sold. We intend to apply these proceeds as follows: Minimum Offering Percent of Maximum Proceeds (1) Offering 220,000 80,000 1,700,000 2,000,000 Percent of Proceeds(1) 2.4% 7.1% 8.1% 100%

Fees & Express of this Offering (2) $ 50,000 16.7% Reserve for Debt Service (3) $ 12,000 4.0% Working Capital (4) $ 238,000 79.3% Totals(5) $ 300,000 100.0% 1. All percentages are rounded to the nearest tenth.

2. This allocation includes legal, accounting, printing, Blue Sky registrations fees and other expenses associated with this Offering and placement fee of up to ten (10%) percent of the funds raised. Although we plan to sell the Units through the efforts of our own officers and directors who will not be compensated in connection with such sales, it is possible that some sales will be effected through placement agents, brokers and dealers in securities and other who may require payment of a fee in connection with such services. To the extent that certain funds may be raised by our management without any fees associated thereto, or by other who may charge less than the amount allocated, all savings will be added to Working Capital and used in the business of the Company. 3. This allocation is intended to meet the anticipated costs associated with the debt service on the Debentures being sold. As management believes that it will take 30 days to ramp up our business and begin commercial operations and that Offering proceeds will require several months to be fully utilize in our operations and generate operating revenues, Management has elected to set aside this reserve to provide for the uninterrupted payment of interest due on the Debentures being offered hereby. This allocation is adequate to meet the monthly interest payment that will be payable to holders of the Debentures for 4 months following the Closing of this Offering. Any portion of this reserve not utilized for this purpose will be added to Working Capital and utilized in the business operations of the Company. 4. This allocation will be used as general working capital to fund the purchase of jewelry, diamond and precious gems, and to fund the collateral loan operations we will be engaged in.
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5. As discussed elsewhere in this Memorandum, immediately prior to commencement of this Offering, we concluded an investment of $250,000 from a private individual. These funds will be used (i) to complete all required licensing for our planned operations; (ii) to secure new office space within the 47th Street Diamond District to house our collateral loan operations; (iii) acquire necessary office and technical equipment necessary for evaluation of jewelry, diamonds and other precious gems in connect ion with our collateral loan operations and office equipment, including a suitable computer system to house our web-based merchandise sales system. Based upon our estimated purchase discounts, and collateral to loan rations by which we determine the collateral loans we will be making, we believe that when fully utilized, the proceeds of the sale of Debentures allocated to Working Capital will generate collateral with a value of between 300%-400% of the face amount of the Debentures being offered hereby, thereby providing more than adequate collateral to fully secure the repayment of the Debentures upon their maturity. At no time do we expect that the collateral available to secure the Debentures will fall below 110% of the face amount of all Debentures outstanding. Detailed information concerning our planned implementation and results of operations, and the securitization of the Debentures, see FORECASTED FINANCIAL INFORMATION above. The foregoing categories indicate the allocation of funds in the order of priority and relative percentages that we expect to use in view of current circumstances. However, the foregoing estimates only represent our objectives and are subject to modification depending upon a number of factors which may not be presently known or exist and which may occur during the time such funds are being expended; in which event, the foregoing estimates may vary from the actual expenditures at a later date. These factors may include, without limitation, changes in economic conditions, unanticipated complications, delays and expenses, or problems relating to the implementation of our business plan and or market conditions generally. If the actual expenses exceed these estimates then, and in such case, we reserve the right, in managements sole discretion, to apply a reasonable percentage of the funds from the working capital reserve for any purpose we may deem necessary in furtherance of our overall objectives as they are set forth in this Memorandum provided that such reallocation does not result in an impairment of the collateral available to secure the Debentures. It is our objective to maintain at all times collateral value equal to not less than 150% of the face amount of all Debentures outstanding. It is possible that a portion of the funds received in this Offering may not be utilized immediately, in which case we may invest unused funds temporarily in certificates of deposit, interest bearing accounts or short-term government securities, until expenditures of such funds is necessary. Income from these short-term investments will be used for debt service or added to working capital. Should any allocation made not be fully utilized for the purposes indicated, then the balance remaining will be added to Working Capital.

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MANAGEMENT With respect to our officers and director, the following table sets forth their positions with the Company and their ages: Name Meran Afkari Monica Caraffa John Edwards, G.G., A.J.P. Age 47 52 45 Position with the Company Chief Executive Officer and Chairman of the Board of Directors Vice President of Marketing and Director Secretary

The directors will serve until the next annual meeting of the stockholders and until their successors are qualified and elected. The officers are appointed by, and serve at the will of, the Board of Directors. There are no family relationships among the officers and directors of the Company. MERAN AFKARI, the founder Company, has been its Chief Executive Officer and Chairman of the Board since our inception in June, 2013. Beginning in 1985, Mr. Afkari worked in his familys fine jewelry and antique business in Tehran, Iran where he assumed the responsibilities of Manager of the companys jewelry division. This family business was established in the Main Marketplace of Tehran in 1920 by Mr. Afkaris Grandfather who had been in the jewelry business in Tehran since the later 1880s when he first entered the business as a child apprentice to one of the largest jewelry firms of the day. Mr. Afkari remained in that position until 1987 when, together with his parents, 3 brothers and 3 sisters, he Mr. Afkari with the Prime Minister of Spain emigrated to the United States and together with his father and brothers reestablished the family Jewelry business under the name of Afkari & Sons. The first location for this new enterprise was at 29 West 47th Street, and later, in 1989, at 20 West 47th Street, in the heart of the New York Diamond District. After establishing this business as a mainstay of the New York Diamond District, in 1994 he moved to a larger store at 580 5th Avenue (at the corner of 47th Street in the heart of the diamond district). With this move Mr. Afkari expanded the operations to include retail and wholesale sale of jewelry and loose diamonds and precious stones, the buying and selling of antique and estate jewelry items and the design and manufacture of original designed jewelry items specially made for his growing international clientele. Mr. Afkari continued to operate Afkari & Sons with his father and one of his brothers until March, 2004 when the family business was closed due to the death of his father. After the death of his father, Mr. Afkari formed A Perfect Diamond, Inc. and continues to be

Mr. Afkari with the Prime Minister of Spain Mr. Afkari with the Prime Minister of Thailand

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active in the jewelry and loose diamond and precious stone trade both in New York and oversees. He has now concentrated his efforts to develop the Company and its new business plan. During his career in the jewelry business Mr. Afkari has become one of the most respected businessmen in the New York Diamond District with a loyal following of both retail and wholesale customers and contacts in virtually every major diamond center in the world. Mr. Afkari is a graduate of the University of Isfahan in Iran, having received his Masters Degree in Mathematics in 1985. After emigrating the United States he continued his education at the International School in Manhattan, studying finance, marketing and English Literature and completed the course of study offered by the Gemological Institute of America, School of Gemology and has developed a particular expertise in the evaluation of both diamonds and colored gemstones. From 1988 through 2003, he was a member of the Diamond Dealers Club and from 1995 to the present he has been an active member of the Jewelers Board of Trade.
Mr. Afkari with his longtime friend James Brown

MONICA CARAFFA, has been associated with the Company since its inception and will serve as Vice President of Marketing and a Director. Ms. Caraffa brings to the Company over 30 years of experience in strategic marketing, advertising, public and community relations within four metropolitan markets including New York City, Northern New Jersey, Nassau County and the Philadelphia/Southern New Jersey region. Her career has centered on both business-to-business and business-to-customer marketing strategies. She began her career in Philadelphia in 1982 working in public relations for the Philadelphia Fever indoor soccer team of the MISL followed by The Philadelphia Stars football team of the USFL. In 1984 she became the Marketing Manager for the Spectrum, the major Sports and Entertainment Arena in the Philadelphia area. During her tenure with the Spectrum her duties included directing marketing efforts for national and regional sports/entertainment partners including, among others, Big East Basketball, WWE, Ringling Bros and Barnum & Bailey Circus, Disney on Ice and the Harlem Globetrotters. In 1989 Ms. Caraffa joined The Rouse Company where she directed marketing programs for two 1.1 Million Square foot Shopping Malls in the Southern New Jersey/ Philadelphia market including the Echelon Mall in Voorhees, New Jersey and the Cherry Hill Mall in Cherry Hill, New Jersey. In 1995 she moved to New York as Marketing Director for Arbor Property Trusts Green Acres Shopping Mall in Nassau County, Long Island (later acquired by Vornado Realty Trust) where she directed marketing programs for more than 200 national, regional and local retailers at the 1.5 Million Square foot, with over $235 Million in annual sales, at the time, the only single mall property being traded on the new York Stock Exchange. Beginning in 1999 Ms. Caraffa worked as an independent Marketing Consultant for numerous companies including Westfield Management, Continental Airlines and the Port Authority of New York and New Jersey (where she directed the development and standards for store presentation and customer service for the newly renovated Terminal C at Newark Airport). In 2000 Ms. Caraffa assumed the responsibilities of Account Management Supervisor for Creative Marketing Plus, Inc., a full service integrated marketing communications agency in New York City specializing in fashion. During her tenure there she directed the marketing campaigns for several large popular clothing designers and manufacturers and won the coveted Silver Echo Award from the Direct Marketing Association for her work with the Bernardo Collection, as part of the team that launched washable suede into the market. In 2003 she resumed her career as an independent marketing consultant for several advertising
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agencies in New York, New Jersey and Pennsylvania specializing in strategic marketing planning, media planning and buying, multi-media promotion development and new business presentation development. Beginning in 2005, Ms. Caraffa became an Account Director for the Radio Agency, a full service radio-only advertising agency where her clients included a number of Fortune 500 Companies including DIRECTV, Cisco Webex, Cintas, The PGAs Champions and Nationwide Tours, Brinkers Restaurants, NBC Universal among others. Ms Caraffa is a graduate of Temple University in Philadelphia, having received her Bachelor of Arts Degree in Journalism (Advertising/PR) in 1982. JOHN EDWARDS, G.G., A.J.P., has been associated with the Company since its inception and will initially serve as its Secretary and as a Staff Gemologist assisting Mr. Afkari in the evaluation and appraisal of jewelry, diamond and precious gems. Mr. Edwards was certified as a Graduate Gemologist by the Gemological Institute of America (GIA) in New York in May of 2005, having worked at the GIA since 2000 while studying for his degree. Mr. Edwards has devoted his entire career to his work at the GIA, having served in various capacities in the field of evaluating, grading and appraisal of diamond and colored gemstones while currently working as a Professor of Gemology at the GIA Institute in New York. Mr. Edwards has served as consultant and mentor to the diamond trade in New York for a number of years teaching the fundamental skills and expertise required by the diamond trade. He is highly regarded as an expert in the evaluation, grading and appraisal of diamonds, colored diamonds and colored gemstones and his opinions regarding evaluation of gemstones is highly sought after in the trade. ADVISOR TO THE BOARD OF DIRECTORS THOMAS GELB, is an award winning colored diamond expert who combines an unmatched knowledge of colored diamonds and their grading with a keen business acumen and exceptional business education and experience. Since 2009 he has been the principal of his own firm, Gelb Gemological Consulting, a private firm that provides gemological consulting to the jewelry trade in New York City. Prior to forming his own consulting firm (from 2008-2009) Mr. Gelb was Manager of Gemstone Grading for Harry Winston, Inc., a New York City based highend jewelry retailer with 20 international locations. While at Harry Winstons Mr. Gelb managed a staff of 6 who evaluated the quality of all gemstones used in any piece of Harry Winston jewelry, and evaluated approximately 75,000 pieces with an estimated value in excess of $50 Million. Prior thereto, from 1993-2008, Mr. Gelb worked at the Gemological Institute of America (GIA) in New York City, an internationally recognized gemological authority, providing the industry standard reports to the trade and public. He served as Supervisor of Colored Diamond Services from 2005-2008. In that capacity he
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supervised the flow of all colored diamonds through the East Coast Laboratory and supervised all colored diamond color graders and colored diamond origin staff, consisting of 30 people in all. From 1998 until assuming the duties of Supervisor, Colored Diamond Services, he was a staff gemologist with the GIA Identification Laboratory in which position he was responsible for evaluating the origin of color determination of colored diamonds, identification of diamond treatments and identification of pearls. During 1993 and 1994 he was engaged as a Preliminary Diamond grader at the GIA. Since 1994 Mr. Gelb has been recognized as Colored Diamond Color Grader, giving the first, then second, third and final opinions of Colored Diamonds. Among the many colored diamonds he has graded, of notable mention are the Hope Diamond (1996), the Heart of Eternity Diamond (1999), Agra (1997), Idols Eye (1996), Steinmetz Pink (2001), the Pumpkin Diamond (1998) and the Ocean Dream diamond (2003). Mr. Gelb received his Bachelor of Arts Degree in Economics from the University of Massachusetts, Amherst, MA in 1992, his Graduate Gemologist Degree from the Gemological Institute of America, New York in 1995 and his Masters of Business Administration from Columbia University, New York, in 2009. Among his many notable accomplishments are having co-authored the Second Place winner of Best Article of 2005 Gems & Gemology, Characterization and Grading of Natural Color Yellow Diamonds in the Summer of 2005; having coauthored the Second Place winner of Best Article of 2002 Gems & Gemology, Characterization and Grading of Natural Color Pink Diamonds, in the Summer of 2002; and having written 12 Lab Notes in Gems & Gemology dating from 1995 on topics including clarity and color treatments, along with unusual characteristics. Mr. Gelb has agreed to serve as a Special Advisor to the Company and its Management in cases where his exceptional expertise are needed in the evaluation and appraisal of unusual pieces of jewelry containing colored diamonds and in other matters where his expertise is requested.

EXECUTIVE COMPENSATION Compensation of Officers No Officer of the Company has received or accrued any cash compensation for services rendered to the Company since its inception. All services by such officers were rendered without cash compensation. Following completion of this Offering we plan to pay salaries to our officers as discussed under the caption once operating revenues are adequate to meet such expense. For details regarding the compensation of our Management please refer to Note 4 under the caption APPLICATION OF PROCEEDS above. The Companys directors receive no compensation for their services in that capacity. In the future, at such time as our operating revenues are adequate for such purpose, we plan to pay our directors for their attendance at meeting and their service on committees. Employment Agreements As of the date of this Memorandum, we have no employment agreements with any party. We have had general discussions with all of our officers regarding such employment agreements in the future and each of them has agreed to execute such agreements at such time as we are able to pay the sa1aries and benefits that such agreements would require.
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Stock Option Plan At this time we do not have any formal stock option plan in place for our officers, directors or employees. However, we are currently formulating plans to implement such a plan that would make Shares and options to purchase Shares available to our officers, directors, employees, consultants and others that provide services to us in the future. Any such plan will require the affirmative vote of our Board of Directors and shareholders. We believe that such a plan could provide a workable means for us to conserve cash and attract the type of qualified personnel that we will require in the future.

PLAN OF DISTRIBUTION This Offering will be made on a self-underwritten basis, which means we will sell the Units through our officers, directors, or through qualified purchaser representatives, placement agents and others, without an underwriter. This Offering will be made on a continuous basis until June 30, 2014 (subject to extension of up to 90 business days) when the Offering will end. Any extensions to this Offering will be made by our Board of Directors. The Minimum Offering must be sold on or before the Termination Date before the proceeds of the Offering will be released to us for use as set out in this Memorandum. By the terms set forth in this Memorandum, we are offering to qualified investors a total of 200 Units, at a price of $10,000 per Unit, on a 30 Unit Minimum, 200 Unit Maximum, basis. A minimum subscription of 1 Unit, or $10,000, is required of all Subscribers, although we may accept subscriptions of lesser amounts if we, in our sole judgment and discretions, deem it to be in the best interest of the Company. Additional subscriptions may be made in increments of 1 Unit or such lesser increments as we determine are in the best interest of the Company. Private Offering This Offering is being made without registration under the Act in reliance upon Sections 3(b) and 4(2) of the Act and Rule 506 of Regulation D promulgated there under, or one or more other exemptions from the registration requirements thereof. In order to comply with the requirements of the exemptions being relied upon by us, the number of Subscribers will be limited to accredited investors who meet the suitability requirements adopted by us and discussed in this Memorandum, and to not more than 35 non-accredited investors. We will substantially rely upon the representations made in the Subscription Agreement and Investors Questionnaire to determine the eligibility of Subscribers. See INVESTORS SUITABILITY STANDARDS. Offerees and their representatives will have the opportunity to meet with and ask questions of our officers upon reasonable request, prior to the consummation of the sale of any Units. Upon request, we will also provide to all Offerees and their representatives any further information and documentation necessary to verify the information set forth in this Memorandum, or to further explain any information presented herein, provided that the information is available to us, or can be obtained upon reasonable effort and expense, See ADDITIONAL INFORMATION.
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Subscription Agreements, once executed and delivered, are irrevocable on the part of the Subscriber or as may otherwise be provided by applicable state or federal regulations. We reserve the right at all times to reject any Subscription in our sole discretion, and any acceptance of documents, agreements or checks by us should not be construed as acceptance of the Subscription unless a copy of the Subscription Agreement signed by us in returned to the Subscriber.

DESCRIPTION OF SECURITIES BEING OFFERED The Company is offering to potential investors up to $2,000,000 of its 12% SENIOR SECURED DEBENTURE (the Debentures), on a $300,000 Minimum $2,000,000 Maximum basis (the Offering). The Debentures are offered in Units consisting of $10,000 face amount of Debentures on a 30 Unit Minimum, 200 Unit Maximum basis. Investor must subscribe for a minimum of 1 Unit ($10,000), although the Company may in its discretion accept subscriptions for fractional Units. The principal of and interest on the Debentures shall be and shall remain senior to all other debt or obligations of the Company unless by the affirmative written agreement of a majority in principal value of all issued and outstanding Debentures, the Holders of such majority of the outstanding Debentures agrees to subordinate the priority of payment of the Debentures to such other specific debt of the Company and such agreement is reduced to a written instrument duly executed by such majority of the Debenture Holders and the Company. The Debentures will be secured by a first priority lien on all the assets of the Company including the Notes and Pledged Collateral (in the form of jewelry, diamond and/or other precious gems) underlying the collateral loans we will be making in the course of our business operations. Additionally, the Debentures shall be further secured by all proceeds received from the repayment of any loans issued by the Company; sale or disposition of any forfeited collateral from such loans; the sale or disposition from any jewelry, diamonds or precious gems purchased or acquired by any other means by the Company. However, by the express terms of the Debenture, the Debenture holders agrees and understands that the proceeds from the sale of these Debentures, as well as funds received from the repayment of loans made by the Company to third parties, or proceeds received by it from the sale of forfeited collateral from unpaid loans, or the proceeds received from the sale of jewelry, diamonds or other precious gems purchased or otherwise acquired by the Company in the course of its business are required in the ongoing business operations of the Company and it is hereby specifically understood and agreed that the Company shall be free to utilize such proceeds in the normal and regular course of its business operations and that the lien granted to Holder hereby shall be released from all items repaid according to their terms or sold by the Company in the regular course of its business and shall attach to the proceeds of such payment or sale or to any other loans made or property acquired therewith in the regular course of the business of the Company. Interest on the Debentures, at the rate of ONE (1%) PER CENT Per Month, will be paid to Debenture holders beginning 30 days following the Closing of the Minimum Offering (or the next succeeding business day if such day is not a business day) and continuing monthly thereafter during the terms of such Debentures. The Debentures will mature 1 Year after the date of their issuance at which time all accrued but unpaid interest and the full principal amount of such Debentures will be due and payable to the Debenture Holder. However, each Debenture Holder shall have the absolute right to renew the Debentures owned by such Holder upon the
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same terms and conditions for an additional period of 1-year from the Maturity Date hereof. Not less than 90 days prior to the Maturity Date the Company shall send to each Debenture Holder a Notice setting forth the Maturity Date and confirming the Holders right to renew this Debenture for an additional 1-year period. Said Notice shall provide that if Holder desires to renew this Debenture the Holder shall sign and return to the Company the Notice to Renew that shall be provided with the Notice from the Company. Unless such Notice to Renew is received by the Company not less than a 30-day prior to the Maturity Date of this Debenture then Holders right to renew shall expire and be of no further force or effect and the principal amount of this Debenture together with any accrued interest shall be paid to Holder at the Maturity Date as provided herein. No Voting Right The Debenture Holders do not have any voting rights, which means that they cannot vote for the election of directors or have any say in the management of the business of the Company. Unregistered Securities None of the Offered Securities have been registered under the Act. The Units are being offered in a private placement under Regulation D and, accordingly, are exempt from the registration requirements of the Act. In order for this private placement to qualify for exemption from registration, pursuant to Sections 3(b) or 4(2) of the Act and the provisions of Rule 506 of Regulation D, we must exercise reasonable care to assure that purchasers of the Units offered hereby are not underwriters themselves within the meaning of Section 2(11.) of the Act. In order to fulfill this requirement, we shall (1) make reasonable inquiry to confirm that each purchaser is acquiring the Units offered hereby for his own account and not on behalf of other persons; (2) specifically advise each purchaser that the Units purchased cannot be resold without registration under the Act or exemption there from; (3) place a legend on the certificates evidencing the Debentures offered hereby stating that the Offered Securities have not been registered under the Act and cannot be resold without such registration or exemption there from; (4) obtain from each purchaser a signed written agreement that the Debentures will not be sold without such registration under the Act or exemption there from; and (5) place stop-transfer orders in our books upon the Debentures. Every certificate representing the Offered Securities will bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said Act or (ii) an opinion of counsel that such registration is not required. Appropriate Stop-Transfer Instructions Will Be Noted In Our Transfer Records. Further, each Subscriber must sign a Subscription Agreement stating that he or she is acquiring the Debentures for investment purposes and not for distribution; that he or she has been provided with all information requested and can bear the loss of his or her entire investment; that he or she understands that the Debentures must be held indefinitely unless they are subsequently registered under the Act or art exemption from such registration is available.

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LEGAL PROCEEDINGS We are not a party to any pending legal proceedings or litigation and none of our assets is the subject of a pending legal proceeding. Further, our executive officers and directors know of no legal proceedings that are threatened against us, our assets, or any of our officers or directors in their capacity as such, or contemplated by any person, entity, or governmental authority.

ADDITIONAL INFORMATION All original documentation and information with respect to any aspect of this Offering will be kept at our offices at 36 West 47th Street, New York, NY. Each prospective investor will be given an opportunity to ask questions of, and receive answers from us and our officers or directors or our representatives concerning the terms and conditions of this Offering and to obtain any additional information (to the extent that we possesses such or can acquire it without it without unreasonable effort or expense) necessary to verify any information. Prospective investors having any question whatsoever regarding this Offering, or desiring any additional information or documents to verify or supplement the information contained in this Memorandum, should contact us at the addresses given in this Memorandum.

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EXHIBIT A SUBSCRIPTION AGREEMENT

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SUBSCRIPTION AGREEMENT The Private Jewelry Exchange, Ltd. 36 West 47th Street New York, NY, 10036

Date: _____________, ___ 2014

INSERT TODAYS DATE ABOVE IN THE SPACE INDICATED. NY RESIDENTS ARE ALSO REQUIRED TO SIGN FOLLOWING PARAGRAPH 6(k) BELOW. RE: Subscription for Units Gentlemen:

1. Acknowledgement and Adoption. The undersigned (the Subscriber) acknowledges receipt of a Confidential Private Offering Memorandum, dated February 5, 2014 No. ____ which includes, among other things, financial and business information regarding The Private Jewelry Exchange, Ltd. (the Company) and its proposed operations, together with all other information requested by Subscriber so that the undersigned may properly make an informed investment decision concerning the subscription for the Companys Units pursuant to which this Agreement is being made. Subscriber acknowledges that, except as specifically set forth herein or in the information provided to him by the Company, no representations or warranties have been made to the undersigned, or to his advisers by the Company or by any officer, director, employee or by any person acting in the Companys behalf, and the undersigned has not relied upon any information concerning this Offering, written or oral, other than that provided by the Company. 2. Subscription. Subscriber irrevocably subscribes for and agrees to purchase the number of Units referred to in this Agreement under the conditions described herein. Subscriber delivers herewith a check in the amount required to pay for his Subscription as indicated in the Instructions for Completion of Subscription Agreement attached hereto. 3. Segregation of Subscription Proceeds. The Offering involves a minimum sale of 30 Units or $300,000 and a maximum of 200 Units or $2,000,000 of the Companys 12% SENIOR SECURED DEBENTURE. All subscriptions will be deposited in an Escrow Account maintained for such purpose by Marcial and Associates, LLC, Escrow Agents for the Company, at Citizens Bank, 763 Huntingdon Pike, Huntingdon Valley, PA 19102 until the Minimum Offering is sold or until the end of the Offering Period. If the Minimum Offering is not sold all proceeds will be returned to subscribers without deduction for the costs of this Offering and without interest. After the Minimum Offering is sold, subscriptions will be released for use by the Company as discussed in the Memorandum. There is no assurance as to how much the Company will actually receive beyond the Minimum Offering. Unless otherwise required by applicable law, subscriptions, once made, may not be canceled or withdrawn by the subscriber.

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Subscription Agreement Page 2 4. Subscription Not Binding Until Accepted. This Subscription is not binding on the Company until accepted as evidenced by the signature of an officer of the Company. The Company may reject this Subscription in whole or in part for any reason. In the event of rejection of this Subscription, the Company will promptly return to the Subscriber by mail, a check in the amount paid by the Subscriber without interest thereon or deduction for expenses, and this Subscription Agreement shall thereafter have no further force or effect. 5. Private Offering Exemption. The Units are offered without any registration pursuant to the exemptions contained in Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under similar exemptions under the laws of various states only to accredited investors as defined in Rule 501 under Regulation D promulgated by the SEC under the Act and to no more than thirty- five (35) non-accredited investors who meet the Companys suitability requirements. 6. Subscriber Representations, Warranties and Covenants. Subscriber acknowledges, represents and warrants to, and agrees with, the Company as follows: A. The Subscriber is acquiring the Units for his own account, as principal, for investment and not with a view to resale, distribution or fractionalization in whole or in part, and has no present agreement, understanding or arrangement to subdivide, sell, assign, or otherwise dispose of all or any part of the Units; B. The Subscriber acknowledges his understanding that the Offering and sale of the Units is intended to be exempt from registration under the Act by virtue of Section 3(b) of the Act and Regulation D adopted there under, that neither the Units nor the Debentures can be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act or an exemption from such registration is available. The Subscriber also understands that sales or transfers of his Units or Debentures may be further restricted by the provisions of certain state securities laws; C. The Subscriber further understands and agrees that the Company shall be under no obligation whatsoever to include and of the Units or the Debentures in any future registration statement filed under the Act and that, consequently, the sale or transfer thereof in the future will be subject to significant restrictions as provided under the Act; D. The Subscriber (i) by himself or together with his advisor(s), has such knowledge and experience in financial, business and tax matters that the Subscriber is capable of evaluating the merits of the prospective investment in the Company and making an investment decision with respect to the Company; and (ii) the Subscriber understands and should be able to bear the economic risk of this investment;

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Subscription Agreement Page 3 E. Subscriber has been given the opportunity to ask questions of, and receive answers from, the officers and directors of the Company concerning the terms and conditions of this Offering and pertaining to this investment, including the opportunity to obtain additional information the Company possesses or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information provided; F. As disclosed in the Memorandum, the Company is newly formed with no business operations. Our planned business activities are dependent upon receipt of the funds from this Offering; G. Other than the information contained in the Memorandum, or other information, if any given to the Subscriber as described herein, no representations or warranties have been made to the undersigned by the Company or any person in connection with this Offering, or any officer, director, employee, agent, affiliate or subsidiary of any of them; H. If the Subscriber is a corporation, partnership, trust or other entity, it is authorized and qualified to purchase the Units indicated in this Subscription Agreement and authorized to make its capital contribution to the Company and otherwise to comply with its obligations under the Subscription Agreement, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; I. If Subscriber is an individual, he or she is over 21 years of age and is a citizen and resident of the state or country indicated herein; if Subscriber is a partnership, trust or other entity, each equity owner is over 21 years of age and a citizen of the country indicated herein; or if the Subscriber is a corporation, it is duly organized under the laws of the country set forth herein and if of the United States then of the state set forth herein; J. Any information which the Subscriber has heretofore furnished to the Company in the Purchaser Questionnaire and in this Subscription Agreement, including information with respect to his or her financial position, investment objectives and business experience, is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information prior to the purchase of the Units herein, Subscriber will immediately furnish revised or corrected information to the Company; K. ALL SUBSCRIBERS HERETO WHO ARE NEW YORK INVESTORS ARE REQUIRED TO REPRESENT THAT THEY UNDERSTAND THE OFFERING MAY BE MADE ONY TO THOSE NON-ACCREDITED RESIDENTS OF NEW YORK WHO (i) HAVE A NET WORTH (ALONE OR JOINTLY WITH A SPOUSE, BUT EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES) OF THREE TIMES THE AMOUNT OF THE INVESTMENT AND AN ADJUSTED GROSS INCOME (ALONE OR JOINTLY WITH A SPOUSE) OF $75,000 OR (ii) A NET WORTH (ALONE OR JOINTLY WITH A SPOUSE, BUT EXCLUSIVE OF HOME
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Subscription Agreement Page 4 FURNISHINGS AND AUTOMOBILES) OF 5 TIMES THE AMOUNT OF THE INVESTMENT. FURTHER, BY SIGNING NON-ACCREDITED NEW YORK INVESTORS CONFIRM THEY MEET THE FOREGOING CRITERIA: ______________________________________ (Signature by New York residents only) 7. Indemnity. Subscriber agrees to indemnify and hold harmless the Company, its officers and directors against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against litigation commenced or threatened or with respect to any claim) arising out of our based upon any breach of or failure by the Subscriber to comply with any representation, warranty, covenant or agreement made by the Subscriber herein or in any other document furnished buy the Subscriber in connection herewith. 8. Modification. No provision of this Subscription Agreement shall be modified, changed, discharged or terminated except by a written instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. 9. Revocability. Except where permitted by law in certain jurisdictions, this Subscription Agreement is irrevocable and when signed, may not be withdrawn or revoked by the Subscriber in whole or in part without the consent of the Company. 10. Notices. All notices, consents, requests, demands, offers, reports and other communications require or permitted to be give pursuant to this Subscription Agreement shall be in writing and shall be considered properly given or made when personally delivered to the party entitled thereto, or when sent by United States mail in a sealed envelope, with postage prepaid, addressed, if to the Company, to the address given above, and if to the Subscriber, to the address set forth opposite the Subscribers signature. The Company may change its address by giving notice to all Subscribers. 11. Counterparts. This Agreement may be executed in counterpart copies, each of which shall be considered an original and all of which constitute one and the same instrument binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. 12. Successors and Assigns. This Agreement and the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, trustees, legal representative and assigns. If Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgements herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors, trustees, legal representatives and assigns.
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Subscription Agreement Page 5 13. Assignability. This Subscription Agreement is not transferable by the Subscriber. 14. Applicable Law. This Subscription Agreement shall be governed in accordance with the laws of the state of New York. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this___ day of ______________, 2014.

____________________________________ Signature of Investor: ___________________________________ Signature of Investor

______________________________________________________________

Name of Investors (Please Print): Number of Units Subscribed: ________________ Dollar Amount for Units Subscribed: $ _____________________ (Total Dollar Amount in Words) ________________________________________________________ ___________________________________________________________________________________ Investors Residence Address: If a Corporation: ______________________ Country of Incorporation: ____________________________ Social Security Number and / or Taxpayer Identification Number: _____________________ State of Incorporation:

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If a Partnership: Countries of citizenship of members: ________________________________________________________________ This Subscription Agreement is Accepted this ____ day of ______________, 2014:

___________________________________________ The Private Jewelry Exchange, Ltd. By: Meran Afkari, CEO

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EXHIBIT B INVESTOR QUESTIONAIRE

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THIS QUESTIONNAIRE MUST BE COMPLETED BY ALL SUBSCRIBERS TO THIS OFFERING. THE INFORMATION CONTAINED HEREIN WILL BE KEPT IN STRICT CONFIDENCE AND IS REQUIRED IN ORDER TO ESTABLISH AND CONFIRM THE COMPANYS COMPLIANCE WITH THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AS THEY RELATE TO THIS OFFERING. NO SUBSCRIPTION WILL BE CONSIDERED UNLESS THIS QUESTIONNAIRE IS COMPLETED AND RETURNED TOGETHER WITH THE SUBSCRIPTION DOCUMENTS. PLEASE ANSWER ALL QUESTIONS AS COMPLETELY AS POSSIBLE. IF YOU NEED ADDITIONAL SPACE FOR THE ANSWER TO ANY QUESTION PLEASE ATTACHED SEPARATE SHEETS WITH THE QUESTION BEING ANSWERED CLEARLY MARKED THERE ON. IF YOU BELIEVE THAT ANY QUESTION DOES NOT APPLY TO YOU OR TO YOUR CIRCUMSTANCES PLEASE MAKE THE SPA1CE PROVIDED FOR AN ANSWER N/A OR NOT APPLICABLE IF THIS INVESTMENT IS MADE IN MORE THAN ONE NAME, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH PERSON MAKING THE INVESTMENT. IF THIS INVESTMENT IS BEING MADE BY A PARTNERSHIP, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH PARTNER. IF THIS INVESTMENT IS BEING MADE BY A CORPORATION, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH OFFICER AND DIRECTOR. =============================================================================== General Biographical Information: _____________________________________ Name (exactly as it is to appear on certificates) _________________________ Social Security or No. Federal Taxpayer Id. No. : 1. Are you a U.S. Citizen? __________________________________________ Primary Home Address No and Street __________________________________________ City and State or

____Yes _________________________________ ____Yes

____No

If No what country are you a citizen of? 2. Do you have a residence in the U.S.?

____No

If Yes where ___________________________________________________________________________ 3. Do you have any formal education beyond High School level? ___Yes ____No

if Yes please specify: ____________________________________________________________________


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4. Number of years of formal education: ___________________ Degree(s) received - include year: _____________________________________________________ 5. What is your occupation? ____________________________________________________________ 6. What is your marital status? __________________________________________________________ 7. What is your age at your most recent birthday? ___________________________________________ General financial information: 8. Accredited Investors: As defined by Regulation D, an investor is generally an Accredited Investor if he meets one or more of the following criteria:

A. Investor is an individual and he has a net worth, or joint net worth with his spouse, in excess of $1,000,000 (including both liquid and non-liquid assets but exclusive of primary residence); or he had annual income in excess of $200,000 for each of the past two years and reasonably expects to have annual income in excess of $200,000 for the present year; or B. That he is a director or officer of the Company or any of its subsidiaries; or C. The investor is a corporation or partnership with total assets in excess of $5,000,000 and was NOT organized for the purpose of making this particular investment; or D. The investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940 [a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available, either directly or through co-investors, to the portfolio companies significant guidance concerning management, operations or business objectives; or E. The investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Act of 1958; or F. An Investment Company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; or G. A Trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933, as amended and who completes this Questionnaire; or H. An Employee Benefit Plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, saving and loan association, insurance company or registered investment advisor, or (ii) whose total assets exceed $5,000,000 or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completes this Questionnaire; or I. An entity not located in the United States none of whose equity owners are U.S. citizens or U.S. residents; or J. An entity in which all of the equity owners are accredited investors.
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K. For the purpose of suitability, an equity owner is (i) a shareholder in the case of a corporation; (ii) a general or limited partnership in the case of a partnership; (iii) a grantor in the case of a revocable trust; (iv) a member in the case of a limited liability company; or a trustee and / or beneficiary in the case of an irrevocable trust. After reading the above information concerning the definition of an Accredited Investor please check before one of the following: (Note: if you do not answer this question your subscription will be rejected by the Company): _____ After reading the above information as to the definition of an Accredited Investor, I confirm that I AM AN ACCREDITED INVESTOR WITHIN THE ABOVE DEFINITION OR _____ After reading the above information as to the definition of an Accredited Investor, I confirm I AM NOT AN ACCREDITED INVESTOR WITHIN THE ABOVE DEFINITION. 9. Are the funds being used for this investment borrowed? ____Yes ____No

If Yes from where? ___________________________________________________________________ 10. Do you anticipate a need for the funds being invested in the next three years? ____Yes ____No

11. Does anyone contribute to your support or do you have any other source of income other than as stated above? Note: The answer to this question is optional and will be used to evaluate your ability to bear the economic risk of this investment only. ____Yes ____ No General information: 12. Have you ever invested in a private placement of securities before? ____Yes ____ No If Yes how many such investments have you made during the past 5 years and what were the amounts invested? ________________________ 13. Do you invest in the stock market? If Yes the total amount of your investment is: ____Less than $25,000 ____Over $25,000 but less than $50,000 ____Over $50,000 but less than $100,000 ____Over $100,000 but less than $250,000 ____Over $250,000
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____Yes

____No

14. Has ANYONE made you any promise or given you any assurance when you will be able to sell any of the Offered Securities you have subscribed for, or has ANYONE made you any promises about the price at which you may, in the future, be able to sell these Units or the securities that are part of the Units subscribed for. ____Yes ____ No If Yes, what was that promise? _______________________________________________________________

After completing the above questions, please sign this questionnaire below and return it with your subscription documents and payment. Dated: __________________ ____, 2014

______________________________________ Signature

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EXHIBIT C Form Of Debenture

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THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SUBORDINATED DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. $10,000 THE PRIVATE JEWELRY EXCHANGE, LTD. 12% SENIOR SECURED DEBENTURE DUE The Private Jewelry Exchange, Ltd., a New York corporation (the "Company"), for value received, hereby promises to pay to _______________________, or his registered assigns (the "Holder"), the principal sum of Ten Thousand Dollars ($10,000), and to pay interest thereon, at the rate of 12% per annum, until the principal hereof is paid. This Debenture is issued pursuant to a Subscription Agreement dated _____________ ___, 2014 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of this Debenture. Section 1. Payments. The Company hereby promises to pay to the order of the Holder the principal sum of Ten Thousand Dollars ($10,000), or such lesser amount as shall be outstanding from time to time, at the Holder's address listed in the Subscription Agreement, or such other place as the holders hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Debenture until payment in full of the indebtedness evidenced by this Debenture. Section 2. Payment of Principal and Interest. Except as otherwise provided herein, accrued and unpaid interest on the unpaid principal balance shall be payable in monthly installments on day of each month until the end of term of this Debenture, with the first such payment being due 30 days after the date hereof, (or if any such day is not a business day, on the next succeeding business day). Except as otherwise provided herein, payments of principal due under this Debenture, if not sooner declared to be due, or otherwise renewed or extended, in accordance with the provisions hereof, shall be made on the oneyear anniversary of the issuance of this Debenture, to wit on ______________ ___, 2014 at which date all remaining outstanding principal balance and all accrued and unpaid interest shall be due and payable (the "Maturity Date"). All payments received by the Holder (whether of principal, interest or other amounts) which are applied at any time by the Holder to indebtedness evidenced by this Debenture shall be applied first to accrued interest and then to principal. Section 3, Default Interest. It is expressly agreed that upon the occurrence (and during the continuation) of any Event of Default as set forth herein, at the option of the Holder and without notice to the Company, all accrued and unpaid interest, if any shall be added to the outstanding principal balance hereof and the entire outstanding principal balance, as so adjusted, shall bear interest thereafter until paid at an annual rate equal to the lesser of
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No. ___________

(i) a rate of 15% per annum, or (ii) the maximum rate of interest allowed to be charged under applicable law, regardless of whether or not there has been an acceleration of the payment of principal as set forth herein. All such interest shall be paid at the time of and as a condition precedent to the curing of any such Event of Default. Section 4. Seniority of Obligation. The principal of and interest on this Debenture is and shall remain senior to all other debt or obligations of the Company unless by the affirmative written agreement of a majority in principal value of all issued and outstanding Debentures, the Holders of such majority of the outstanding Debentures agrees to subordinate the priority of payment of the Debentures to such other specific debt of the Company and such agreement is reduced to a written instrument duly executed by such majority of the Debenture Holders and the Company. Section 5. Collateral For Repayment of Principal Amount of Debentures. The Company shall take all steps reasonable and necessary Debenture to grant to the Holders of these Debentures a First Lien on all the assets of the Company during any period of time during which any of these Debentures remain outstanding, including, without limitation, the following: A. All notes and loan payment documents received from parties to whom the Company shall grant loans in the normal course of its business operations including all the right, title and interest owned by, or to which the Company may upon the passage of time or the happening of any event, be entitled; B. All of its right, title and interest in and to any jewelry, diamond or precious gems purchased by or in which the Company may have any interest whether such interest was acquired by purchase or through the forfeiture of collateral from its collateral loan operations; and C. All proceeds received from the repayment of any loans issued by the Company; sale or disposition of any forfeited collateral from such loans; the sale or disposition from any jewelry, diamonds or precious gems purchased or acquired by any other means by the Company. However, Holder agrees and understands that the proceeds from the sale of these Debentures, as well as funds received from the repayment of loans made by the Company to third parties, or proceeds received by it from the sale of forfeited collateral from unpaid loans, or the proceeds received from the sale of jewelry, diamonds or other precious gems purchased or otherwise acquired by the Company in the course of its business are required in the ongoing business operations of the Company and it is hereby specifically understood and agreed that the Company shall be free to utilize such proceeds in the normal and regular course of its business operations and that the lien granted to Holder hereby shall be released from all items repaid according to their terms or sold by the Company in the regular course of its business and shall attach to the proceeds of such payment or sale or to any other loans made or property acquired therewith in the regular course of the business of the Company. Section 6. Events of Default. An "Event of Default" occurs if the Company defaults in the payment of any installment of interest on this Debenture when the same becomes due and payable and the default continues for a period of 10 days; the Company defaults in the payment of all or any part of the principal of this Debenture as and when the same becomes due and payable at maturity or otherwise; the Company fails duly to observe or comply in any material respect with any of its other material covenants or agreements contained in this Debenture and the default continues for the period and after the notice specified below; the Company (i) admits in writing its inability to pay its debts generally as they become due, (ii) commences a voluntary case or proceeding under any bankruptcy, insolvency or debtor relief law with respect to itself, (iii) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, (iv) consents to the appointment of a receiver, trustee, assignee,
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liquidator or similar official for it or for substantially all of its property, (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it, (vi) makes a general assignment for the benefit of its creditors, or (vii) takes any corporate action to authorize or effect any of the foregoing; a court of competent jurisdiction enters a judgment, decree or order for relief in respect of the Company in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, which shall (i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the Company or any subsidiary, (ii) appoint a receiver, trustee, assignee, liquidator or similar official for the Company or any subsidiary or for substantially all of the property of the Company or any subsidiary, or (iii) order the winding-up or liquidation of the affairs of the Company or any subsidiary; and such judgment, decree or order shall remain unstayed and in effect for a period of 60 consecutive days; An event hereunder is not an Event of Default until the Holder notifies the Company of the default, and the Company does not cure the default within 30 days after receipt of the notice. Section 7. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6(d) or (e) with respect to the Company) occurs and is continuing, the Holder may, by written notice to the Company, which notice will specify the respective Event of Default and that it is a "Notice of Acceleration" (the "Acceleration Notice"), declare the aggregate principal amount of this Debenture outstanding, together with accrued but unpaid interest thereon to the date of payment, to be due and payable immediately and, upon any such declaration, the same shall become immediately due and payable, unless all Events of Default specified in such Acceleration Notice shall have been cured within 20 days following receipt of such Acceleration Notice. If an Event of Default specified in Section 5(d) or (e) occurs with respect to the Company, all unpaid principal and accrued interest on this Debenture then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Holder. Section 8. Other Remedies. If an Event of Default occurs and is continuing, the Holder may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on this Debenture or to enforce the performance of any provision of this Debenture. A delay or omission by the Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. Section 9. Waiver of Past Defaults. Prior to the declaration of the maturity of this Debenture as provided in Section 7, the Holder by notice to the Company may waive an existing Event of Default and its consequences, except a default in the payment of principal of or interest on any Debenture as specified in Section 6. When an Event of Default is waived, it is cured and ceases. Section 10. Absolute Payment Obligation; Limitation on Prepayment. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein. The Company may not prepay any portion of the outstanding principal amount on the Debentures. Section 11. No Rights of Stockholders. Except as otherwise provided herein, this Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote on or consent to any action, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company.
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Section 12. Loss, Theft, Mutilation or Destruction. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of an affidavit of such loss, theft or destruction of such Debenture, and, if requested by the Company, an agreement to indemnity the Company in form reasonably acceptable to the Company. Section 13. Extension And Renewal. Anything herein to the contrary notwithstanding, the Companys agree that the Holder shall have the absolute right to renew this Debenture upon the same terms and conditions as set forth herein for an additional period of 1-year from the Maturity Date hereof. Not less than 90 days prior to the Maturity Date the Company shall send to the Holder a Notice setting forth the Maturity Date and confirming Holders right to renew this Debenture for an additional 1-year period. Said Notice shall provide that if Holder desires to renew this Debenture then he shall sign and return to the Company the Notice to Renew that shall be part of the Notice from the Company. Unless such Notice to Renew is received by the Company not less than a 30- day prior to the Maturity Date of this Debenture then Holders right to renew shall expire and be of no further force or effect and the principal amount of this Debenture together with any accrued interest shall be paid to Holder at the Maturity Date as provided herein. Section 14. Notices. All notices, consents, waivers, and communications under this Debenture must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth in the Subscription Agreement (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties). Section 15. Holder. The Company may consider and treat the person in whose name this Debenture shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Debenture shall be overdue) and the Company shall not be affected by any notice to the contrary. The registered owner of this Debenture shall have the right to transfer it by assignment (subject to applicable federal and state law) and the transferee thereof shall, upon his registration as owner of this Debenture, become vested with all the powers and rights of the transferor. In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his address, and to submit appropriate evidence regarding the transfer so that this Debenture may be registered in the name of the transferee. This Debenture is transferable only on the books of the Company by the Holder hereof, in person or by attorney, on the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of the Debenture not registered at the time of sending the communication. Section 16. Governing Law. THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Debenture and further agree that all such actions shall be brought solely within the City and County of New York and, if brought in Federal Court, only in the Courts of the Southern District of New York.
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Section 17.

Successors. All agreements of the Company in this Debenture shall bind its successors.

Section 18. Severability. In case any one or more of the provisions in this Debenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. IN WITNESS WHEREOF, the Company has executed this Debenture as of the date first written above. DATED as of __________________ ____, 2014. THE PRIVATE JEWELRY EXCHANGE, LYD. By: ______________________________________ Meran Afkari, Chief Executive Officer

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