Swiss Finance Corporation Notes

The Offering

Issuer

SWISS FINANCE CORPORATION (“Swiss Finance,” the “Issuer”, or the “Company”), a special-purpose Wyoming corporation established specifically to support the financing, management, trading and capitalization of securities, investments, real estate, private equity, alternate assets and other businesses (the “Investments and Assets”) of the Company and its affiliates, including Swiss Finance Fund Administration LLC of Wyoming, Britannica Capital Management LLC of Delaware and Swiss Finance Education SARL of Switzerland (the Company and its affiliates, collectively, the “Swiss Finance Group”, or the “Group”).

SWISS FINANCE GROUP has its origin in Switzerland, has affiliate(s) headquartered in Switzerland, has conducted business worldwide since at least as early as 2004, and has a permanent place of business in Switzerland and the United States. Swiss Finance Education SARL was incorporated in 2006 in Switzerland. Affiliates Britannica Capital Management LLC, Swiss Finance Fund Administration LLC and Kingsley Ventures Corporation are in the business of researching, acquiring, managing and/or administering investments, companies, assets, real estate, trading, funds and intellectual property, and may from time to time engage in a range of other additional or different businesses and financial services.

Securities Offered

The Securities offered are Ten Thousand (10,000) Notes issued by the Company at Ten Thousand ($10,000) Dollars per Note, payable in cash at the time of subscription. The minimum purchase is one (1) Note. The Notes have an annual rate of return of six point five (6.5%) percent simple interest, with a maturity date of sixty (60) months from the Commencement Date of each Note.

The Notes are the only debt capital of the Issuer at present. The Issuer may incur additional debt and other forms of indebtedness during the normal course of its business.

The Securities are non-participating loan interests. Holders are entitled to a 6.5% annual interest payment. The accrued interest is payable quarterly. There is no allocation of income, expense, gain and loss to the Unit Holders.

The Notes offered pursuant to the Confidential Memorandum are secured by Company assets and investments. The Company may make investments directly or through affiliates. The Notes have no equity participation or voting rights.

Note Holders will be lenders to the Company in a senior position except in circumstances where individual Company assets may be, have been or are being pledged to any senior lender pursuant to a Credit Facility.

Offering Amount

The gross proceeds of the offering will be a maximum of One Hundred Million ($100,000,000) Dollars.

Use of Proceeds

We intend to use the net proceeds from this debt offering to make investment capital available to our investment management affiliates, to further strengthen our balance sheet, as well as for general corporate purposes. Proceeds will be used to buy, sell and trade through the Company or its affiliates a range of assets and instruments; and any other purpose allowed by applicable law.

The use of the proceeds is to include directly or indirectly through affiliates assessing, acquiring, managing, trading and selling, on an ongoing basis, investments, financial assets, real estate and/or other valuable property and other projects which Management deems to be viable. A portion of the proceeds may also be used to pay the placement agent fee and other issuance expenses.

Summary Overview

The Swiss Finance affiliates including Britannica and any Special Purpose Vehicles (or "SPVs") owned or managed by Britannica will borrow money from time to time from Swiss Finance Corporation, in which Note Holders will invest and be issued Notes of varying maturities as determined by the Company. Note Holders will be lenders to Swiss Finance Corporation on a pari passu basis and have a blanket secured interest in the Swiss Finance Corporation assets. This secured interest will be in a senior position except in circumstances where individual Company assets have been or are being pledged to any senior lender pursuant to a Credit Facility. The Company may have multiple tiers of rates based on the amount of money lent by a Note Holder. Notes may be purchased, with the consent of the Company, at any time at the interest rate and terms defined for that amount by the Company. At present all notes are being offered at the same rate set forth in the Confidential Private Placement Memorandum. Accrued interest under the Notes will be paid to the Note Holders on a quarterly basis. The Company may prepay the outstanding principal and interest to any Note Holder at any time without penalty.

Investors

Investors must qualify as an “Accredited Investor” (the “Investors”) as defined within Regulation D as promulgated by the U.S. Securities and Exchange Commission. Holders of Promissory Notes offered hereby will also be Unit Holders of the Issuer (collectively, the “Holders”).

Minimum Offering

There is no minimum offering. The Company shall begin making its investments as summarized herein immediately upon receipt of borrowed capital, or as soon thereafter as is practicable in the judgment of the Company. The Company expects to raise capital on an ongoing basis and thus shall begin making investments immediately.

Minimum Subscription Amount Per Investor

$10,000 per Promissory Note (Unit or Note). Minimum Purchase: 1 Unit. The minimum investment required by a Holder is $10,000, although the Company reserves the right, in its sole discretion, to accept smaller subscriptions.

Flow of Funds

Issuer's Cashflows

Costs and expenses of the Issuer will be funded using proceeds of this financing, to include: acquisition costs of investments, trading costs, fund administration, due diligence cost, funding/initiation fees and applicable service provider fees.

Distributions to the Company

The Company will invest proceeds directly or through its affiliates. The Company may invest in debt, equity, hybrid or other forms of investments. Investment returns will be in the form of interest received or dividends. Any investment returns will be available to service interest payments on the Notes.

Other Matters

Indemnification

The Issuer will indemnify the Company, its principals, employees, officers, directors, affiliates and agents, as well as its advisers, accountants and attorneys to the fullest extent permitted by law against any cost, expense, judgment or liability reasonably incurred by or imposed upon it in connection with any action, suit or proceeding, except in the case of fraud or gross negligence.

Use of Leverage and Credit Facilities

The Company or any affiliate of the Company may choose to borrow money from time to time from one or more senior lenders and may pledge one or more Company assets as collateral for any such borrowing. The Company has significant latitude and discretion in its ability to use Credit Facilities in the operation of the Company.

Withdrawals & Transfers

No subscriber may withdraw as an investor or sell, assign or transfer its Notes in the Issuer. The Notes are also subject to resale restrictions under applicable securities laws.

Placement Agent Fees and Acquisition Fee

The Issuer may offer the Notes to investors through one or more placement agents (the “Placement Agents”), and the Issuer shall pay the Placement Agents a placement fee based upon the amount of capital raised in this offering.

FAQs

What do I need to do to purchase a Note and become a Note Holder?

Investors who wish to purchase a Note or Notes must complete and digitally sign the Note Holder Subscription Agreement, an Investor Suitability Statement, and such other documentation as is deemed appropriate by the Company (collectively, the “Note Holder Subscription Documents”), and make a wire transfer for the purchase price of the Note to the Company. Upon receipt of the Note Holder Subscription Documents and payment in full of the amount indicated in those documents, the Company will immediately deposit the funds received into its Subscription Account for subscribed but unissued Notes, the date of which deposit shall be the “Deposit Date.” Investors may execute the Note Holder Subscription Documents at any time and deliver them to the Company. However, the purchase of the Note will only become effective as of the date upon which the Company accepts the Note Holder Subscription Documents and transfers the Investor's funds into its Operating Account (the “Transfer Date”). On the Transfer Date, the Company will be obligated to transfer all the money received from the Investor to its operating account. Investor funds earn no interest while held in the Subscription Account. Promptly following the Transfer Date, the Company will provide the Investor with digitally counter-executed Note Holder Subscription Documents, all of which, including the Promissory Note, will be dated as of the Transfer Date.

What happens at maturity of my Note?

A Note Holder will be required to provide 60 days' written notice to the Company of the Note Holder's desire to cash out and receive payment of outstanding principal and interest upon the Maturity Date (the “Cash-Out Notice”). If the Note Holder does not provide the Cash-Out Notice at least 60 days prior to the Maturity Date, the Note upon the Maturity Date will automatically extend at the Note Rate less one percent (1%) until either (i) the Note Holder notifies the Company that it wishes for the outstanding balance of the Note to be rolled over into a new Note, based on the then current Note interest rate schedule, and such new Note is executed, or (ii) 60 days after the Note Holder provides a Cash-Out Notice. Notwithstanding anything to the contrary in the PPM or elsewhere, the Company will also have the right to defer payment of any Note after its Maturity Date and continue to make interest payments on a monthly basis to the Note Holder at the existing Note Rate plus one percent (1%) for up to 90 days beyond the date on which a Note would be required to be repaid based on a Cash-Out Notice. The Company's deferral of repayment described in the preceding sentence shall not constitute an event of default under a Note.

As a Note Holder, can I sell or assign my Note?

Note Holders will not have the power to sell or transfer their Notes, except upon written consent of the Company. Since the Notes are offered only to accredited investors, and for other reasons, it is not possible to freely allow the transfer of Notes unilaterally on the part of the Note Holder. The Company will review any proposed transfer and may withhold its consent due to a violation or perceived violation of state or federal securities laws, ERISA laws, or for any reason in its sole discretion.

Is my Note liquid at any time?

No. Each Note has a defined and specific maturity date.

How often are payments on the Note made to the Note Holders?

Interest is paid quarterly. All principal and accrued interest on the Notes shall be paid in full upon demand at the maturity of the Notes.

Do I have to pay a commission or load with my investment?

The Company will not charge a commission or any load for the purchase of the Units or Notes. However, the Company may be a party to a subscription agreement which pays amounts to broker/dealers, financial advisors, or other licensed parties in connection with the sale of Units or Notes. The Company will endeavor to pay commercially reasonable commissions or loads but will retain sole discretion as to the actual commissions it pays. Any commission or loads actually paid may be considered a Company Expense. Investors who are introduced to the Company through their own broker/dealer or advisor may have a separate obligation to that party, which is not considered a Company Expense.

When will the Company start making investments?

The Company shall begin making its investments as summarized herein immediately upon receipt of Investment Capital from the Offering, or as soon thereafter as is practicable in the judgment of the Company.

Is this security registered with the Securities and Exchange Commission (S.E.C.)?

No. It is being privately placed under Rule 506(c) of Regulation D of the S.E.C.

Must Investors in the Swiss Finance Notes be accredited Investors?

Yes. They must have household income of $300,000 (for married couples) OR a net worth of $1,000,000, excluding the value of their primary residence, OR qualify for an institutional category of investor.

How is the distribution paid?

The Note Holders are entitled to quarterly distributions of interest payment.

What protections do I have as an investor?

The Notes are secured against the assets of the Company.

What if I have questions in the future about the business's performance?

Write to investor relations at [email protected] with any questions you may have about your investment.

Investment Overview

1) Issuer – Swiss Finance Corporation

• Swiss Finance Corporation was established to finance the operations of its affiliates ("Swiss Finance Group").
• Swiss Finance Corporation affiliates are engaged in the global investment management business that the Company intends to further grow. Britannica Capital Management LLC ("Britannica") is a Delaware incorporated affiliate investment manager of the Company. Swiss Finance Corporation and Britannica believe that presently there is an opportunity to acquire and trade certain investments, securities and assets at favorable terms.

2) How does the Company make money?

The Company intends to receive income from the following sources:

• Any interest collected from lending to affiliates;
• Any interest collected on deposited funds or receivables owned by the Company;
• Any rent collected on Company Assets owned by the Company (e.g., in the case of real property acquired by the Company);
• Any net sale proceeds in excess of the basis on the disposition of any Company Assets.

3) Investment Risks

• The Company's business is dependent on the successful execution of an investments program. If Swiss Finance is unable to invest profitably in a range of asset classes and businesses, it will have an adverse effect on the repayment of the investment capital.
• Swiss Finance Corporation is a Special Purpose Vehicle (SPV) founded for this transaction. While the management team and some of the affiliates are well established, there has not yet been a proof of concept for this transaction.

An investment in these securities is speculative and is suitable only for persons of substantial financial means who can afford to lose their entire investment and have no need for liquidity in this investment. Returns cannot be guaranteed.

Positives

Swiss Finance: an established and growing brand – what sets Swiss Finance apart

Uncorrelated approach

Quant models, research methods and proprietary technologies are designed to allow Swiss Finance affiliates to pursue returns with a low correlation to the overall market. This is considered highly desirable by prospective investors, particularly institutional investors who tend to make the large investment allocations that the Company's affiliates seek.

• The strategies target low correlation to the market and low net exposure to the market over time. These traits are generally highly attractive to investors, particularly institutional investors who allocate larger capital.
• Hedge fund strategies with institutional quality infrastructure and an established investment process, with new strategies in the pipeline.

Investment services produce ongoing revenues from the same clients without having to gather new assets or find new clients. Investor loyalty to a brand generates revenues even during economic downturns.

Swiss Finance investment research platform – Reconnaissance®

'Boots on the ground' research throughout the world – a unique placement in the competitive landscape. The fund management business is based on research throughout the world and is able to leverage Swiss Finance research experience in scores of countries. The Swiss Finance research programme has driven more than 150,000 miles through nearly 100 countries, and therefore Swiss Finance has access to unique research which is difficult for competitors to replicate. Swiss Finance's differentiated research, unique on-the-ground experience, worldwide relationships, and local broker and other information networks offer an edge in the investment management business.

Swiss Finance intellectual property

Swiss Finance owns a family of registered brands and trademarks, including Swiss Finance®, Wall Street Finance Institute®, Live Deal®, Reconnaissance Capital® and Rogue Billionaire®, with more than 50 trademark registrations worldwide.

Swiss Finance has proprietary technology with the ability to model, measure and evaluate price levels, liquidity, volatility, sentiment, standard deviations, statistical arbitrage, gamma, vega, tail risk, trend extensions, correlations, capital flows and other key variables to time investments and buy-sell decisions.

The Swiss Finance asset manager specializes in “hard” quant skills and sophisticated models for analyzing capital structures, coupled with networks providing access to special situations.

The Swiss Finance educational business, Swiss Finance Education SARL of Switzerland, has developed significant, copyrighted, proprietary training materials. The Company's past program offerings in Switzerland have commanded a premium price. The Company has had hundreds of clients and customers since at least as early as 2005.

Swiss Finance relationships

Swiss Finance affiliates offer investment management products to investors in many jurisdictions, worldwide.

Swiss Finance has offered educational services and delivered programs in several locations in the US, Switzerland, Hong Kong, the United Kingdom, Sweden, China and other countries, and in the process has developed international exposure, strength and expertise. Swiss Finance has honed in on the fact that educational, research, asset management, banking and other programs in Switzerland have a unique appeal. Swiss Finance maintains a strong relationship with its customers, program alumni and investors.

Multiple opportunities from core expertise

Swiss Finance is able to leverage a set of expertise (such as investment research, international experience and educational offerings) into multiple revenue generation opportunities such as asset management, hedge funds, fund administration, online resources, new executive training programs catered to professionals and more.

Key management team and employees

The two most senior officers, the CEO and the COO, have been working together for more than 16 years. The right management team is integral, and must have a strong foundation in investment research, risk management, business development, marketing, finance and services development. The Company has a very high degree of confidence in its management and leadership team.

Underlying worldwide increase in consumer sophistication and wealth

Swiss Finance services are geared towards sophisticated and financially savvy consumers who are able to discern the differences in quality of various offerings. Demand for financial products and services from consumers who are able to conduct significant marketplace research is now driving a high level of interest worldwide (e.g., the US, Europe including Switzerland and the UK, Canada, and Asian financial centers such as Hong Kong and Singapore), and presents an opportunity for Swiss Finance Group to expand its high quality and technology driven offerings.

Multi-channel distribution

Swiss Finance Group is well positioned to cross-sell its offerings.

Company Information

Background

Swiss Finance Corporation (“Swiss Finance”)

Swiss Finance Corp. (the “Company” or the “Firm”) is a special purpose vehicle (SPV) incorporated under Wyoming law in 2020 for the purpose of this offering, and is a member of a group of affiliate companies (“Swiss Finance Group”, or “Swiss Finance”) consisting of Swiss Finance Education SARL of Switzerland, Swiss Finance LLC of Wyoming, Swiss Finance Fund Administration LLC of Wyoming, Britannica and their respective affiliates. Swiss Finance is a global financial, business and educational services firm, with offerings, operations and/or sales in Switzerland and the United States of America, and with an intent to distribute existing and future products worldwide. Swiss Finance has offered educational programs in several countries since at least as early as 2004, including in Switzerland, the United States, the United Kingdom, China and Hong Kong.

Competition

Swiss Finance Corporation operates in highly competitive environments. Competitors include other hedge funds, other educational companies, banks, brokerage firms, investment banking companies, merchant banks, commodity trading companies, private equity firms, insurance companies, mutual fund companies, investment managers, credit card companies, mortgage banking companies, trust companies, securities processing companies, automobile financing companies, leasing companies, e-commerce and other internet-based companies, financial technology companies, and other companies engaged in providing similar or dissimilar products and services.

The Firm's businesses generally compete on the basis of the quality and variety of the Firm's products and services, transaction execution, innovation, reputation and price. Competition also varies based on the types of clients, customers, industries and geographies served. With respect to some of its geographies and products, Swiss Finance competes globally; with respect to others, the Firm competes on a national or regional basis. Competition in the financial services industry continues to be intense. In some cases, the Firm's businesses compete with businesses that may have a stronger local presence in certain geographies or that operate under different rules and regulatory regimes than the Firm, and with companies that provide new or innovative products or services, including those that the Firm does not provide.

Supervision and Regulation

The Firm is subject to extensive and comprehensive regulation under U.S. federal and state laws, as well as the applicable laws of the jurisdictions outside the U.S. in which the Firm does business or intends to do business.

Extensive product line

Swiss Finance Group offers services such as investment management, fund administration, consulting and education.

History and Research Edge

Swiss Finance and its management have experience conducting business and researching products and services through more than 100 countries.

Swiss Finance was established in Switzerland and the United States with a goal of providing a diversity of financial and business services, worldwide. Its founder has led the group's investment research since 2005 and, since 2019, has managed the Britannica Capital Global Macro Fund, which is focused on liquid, listed securities and instruments worldwide. Between 2005 and 2018 the group ran a multi-strategy investment platform focused on global macro, geopolitical event-driven and opportunistic investments, many of them private, unlisted and/or illiquid assets. To conduct fundamental investment research the group has driven more than 150,000 miles through nearly 100 countries (not including many additional countries researched via air), and in the process collected cold, hard facts on policy makers, capital markets, infrastructure, macro-economic conditions, geopolitics, free market environment, commodity deposits, emerging sectors and listed and unlisted companies in far corners of the world, while establishing local brokerage, research and other networks wherever possible.

The group's operations and risk management are led by a Chief Operating Officer who has held risk management, investment research and investment analysis roles at Britannica and its affiliates for over 16 years, has co-conducted Britannica's Reconnaissance® research trips through South America, Africa, much of the Russian realm including Siberia, as well as Asia and Central America, and designs and implements the overall risk management processes for the investment program and the institutional platform, including oversight of business continuity plans and the proprietary Britannica Reconnaissance® and Secret Frontiers® programs.

Swiss Finance Products

Swiss Finance is involved in a range of business and financial services, including:

• Investment management – hedge funds
• Educational services
• Business services
• Risk management
• Fund administration
• Research services

Certain of these services (such as hedge funds and educational services) are sold worldwide while others are sold only to affiliates. While sales to affiliates offer a certain level of quality and operational control, they result in a conflict of interest as well.

Management Team

The key members of the management team have been working together for more than 16 years. Management biographies are provided in the Private Placement Memorandum, which is available to accredited investors on request from [email protected].

Risk Factors

An investment in the promissory notes is speculative and is suitable only for persons of substantial financial means who can afford to lose their entire investment and have no need for liquidity in this investment. An investment in the securities offered herein should not be a major part of your investment portfolio. You should review the risks of this investment with your legal or financial advisors.

This offering involves substantial risks. These risks include, by way of illustration and not limitation, the following: risks associated with the fact that the holders will not have the right to vote on or approve most decisions regarding the business and, as such, will not be in control of their investments in the promissory notes of the company and will not be in control of the business; and the operation of the company involves transactions between the company, the affiliates of the company, and the owners which may involve conflicts of interest.

The promissory notes are subject to restrictions 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 therefrom, and with the prior consent of the company, which consent may be withheld in the company's sole discretion. Prospective investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Some of the information in this presentation may contain “forward-looking” statements. You can identify such statements by the use of forward-looking words such as “may,” “anticipate,” “estimate,” “could,” “should,” “would,” “expect,” “believe,” “will,” “plan,” “intend,” “project,” “predict,” “potential” or other similar words. These types of statements discuss future expectations or contain projections or estimates which may or may not happen as projected herein. When considering such forward-looking statements, you should keep in mind the risk factors listed below, which could cause the company's actual results to differ materially from those contained in any forward-looking statement.

You should carefully consider the following risk factors in conjunction with the other information about the promissory notes before participating in this offering. The risks discussed in this presentation can adversely affect the company's operation, operating results, financial condition and prospects for success. This could cause the value of the securities offered herein to decline and could cause you to lose part or all of your investment. The risks and uncertainties described below are not the only ones the company faces but do represent those risks and uncertainties known to the company and that the company believes are material to the company's future operating performance.

A. Investment Related Risks

Early Stage Company; Limited Operating History

The Company has a limited history of operations upon which an evaluation of the Company's business and prospects can be based. No assurances can be given that the Company or Swiss Finance Group will ever be profitable or generate revenues sufficient to make distributions. This makes evaluating Swiss Finance business operations and validating any financial projections difficult. In assessing Swiss Finance's prospects, a potential investor must consider the risks and difficulties frequently encountered by early-stage companies. These risks include the Company's and its affiliates' ability to: raise sufficient capital to fund operations, and other general corporate purposes; manage changing and expanding operations; establish and increase awareness of the Company's and affiliates' brands and strengthen loyalty among prospective customers; implement and successfully execute Swiss Finance business and marketing strategies; respond effectively to competitive pressures and developments; continue to enhance the Company's products and services; and attract, retain and motivate qualified personnel. The Company's or its affiliates' failure in any of these areas could adversely affect the Company's financial condition and results of operation.

Speculative Investment

The Notes being offered should be considered a speculative investment. The ability of the Borrower to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Borrower's efforts to continue its business operations will prove to be sufficient to enable the Borrower to generate the funds required to make distributions. Anyone investing in the Notes should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.

Possibility of Material Differences Between Actual and Projected Results

The Company's financial projections are dependent on the successful implementation of management's business strategies and are based on assumptions and events over which the Company only has partial or no control, and may prove to be inaccurate.

Ability to perform to Business Plan

This Offering is associated with a plan to grow the sales and marketing capability of the Company (and its affiliates), provide working capital, and to add staff as necessary to serve a growing client base. Any inability to manage this process effectively would have a material adverse effect on the Company's business.

Competition

Competitors with greater financial resources could use pricing or other strategies to prevent the Company (and/or its affiliates) from achieving its objectives and may gain market share. This may have a material adverse impact on the financial position of the Company.

Senior Secured Debt

Currently there is no other debt at the Company. However, the Company may, in the future, raise bank debt or other secured or unsecured, senior or subordinate debt. Should the Company default on any of the payments owed to any future senior secured or other lenders, they may take actions which could affect the Company's ability to make distributions.

Use of Brands

All trademarks, brand names and intellectual property used by the Company are owned by the Company's affiliates and not by the Company; however, the company enjoys use of certain intellectual property on a royalty-free basis. Should this arrangement change, it may create a conflict of interest.

The Notes are not secured against any intellectual property including any trademarks.

B. Industry Related Risks

General Risks of the Financial Services, Educational and Business Services Industry

There are certain risks inherent in the ownership of a business in the financial and business services industry. The underlying value of the business depends on the ability of the Company to secure distribution channels and have a product that is both marketable and desirable. Changes and risks beyond the Company's control may adversely affect the Company's (or the Company's affiliates') income from operations. These risks include the following: operating expenses and fixed costs may exceed revenues; adverse changes in national or international economic conditions; adverse changes in the market due to changes in economic and/or social conditions; changes in laws; adverse changes in governmental rule and fiscal policies, including the SEC and environmental laws; acts of God (which may result in uninsured losses); strikes, condemnation and other factors which are beyond the control of the Company; product litigation, and unanticipated governmental regulation. There can be no assurance of profitable operations because the costs of operations may exceed the gross revenue.

The Financial Services Business is Highly Competitive

The Company and its affiliates face vigorous competition from companies throughout the world, including multinational consumer product companies. Some of these competitors have greater resources and may be able to respond to changing business and economic conditions more quickly. Competition in the financial and business services business is based on pricing of products, innovation, perceived value, service to the consumer, promotional and other activities. It is difficult to predict the timing and scale of competitors' actions in these areas. The ability to compete also depends on the visibility and strength of the brand, ability to attract and retain key talent and other personnel, the quality of sourcing, the efficiency of the manufacturing and distribution facility, and ability to maintain and protect intellectual property and those other rights used in the business.

Anticipating and Responding to Market Trends and Consumer Preferences

Success depends on the ability to anticipate and react in a timely and cost-effective manner to changes in consumer tastes for financial and business services, consumer attitude toward the industry and brands, as well as where consumers shop for those products. The Company and/or its affiliates must continually work to develop and market new products. The Company must also maintain and enhance the recognition of the brand, achieve a favorable mix of products, and refine an approach as to how and where to market and sell products. While the Company will devote considerable effort to analyze and respond to consumer preferences as well as to anticipate same, the Company recognizes that consumer tastes cannot be predicted with certainty and can change rapidly. The issue is compounded by the increasing use of social digital media by consumers and the speed by which information and opinions are shared and how products are rated by consumers. An inability to anticipate and respond to sudden challenges in the marketplace and changing consumer demands will negatively impact financial results.

Quality and Safety of the Products

Success depends, in part, on the quality of the Company's products. If the products are found to be defective or unsafe, or if they otherwise fail to meet consumer's standards, relationships with customers or consumers could suffer. Furthermore, the appeal of the brand could be diminished, and the Company could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on the business.

Government Regulation

The Company and its affiliates are subject to federal, state and local laws, regulations and ordinances. They are also subject to international laws and regulations. Difficulties or failures in complying with these regulations could adversely affect the operations of the Company. In addition, changes to such laws, regulations or ordinances may adversely affect the Company's performance by increasing the Company's costs or affecting its sales of certain products, or both.

Changes in Laws, Regulations and Policies

Changes in the laws, regulations and policies including the interpretation or enforcement thereof, that are germane to the Borrower's industry, can affect its business including changes in accounting standards, tax laws, data privacy as well as anti-corruption laws. Additionally, as the Borrower and/or its affiliates continue to sell and expand its international business, it may be subject to laws relating to selective distribution, trade accords and financial services regulations which could adversely affect the Borrower's distribution endeavors.

C. Performance Related Risks

Possibility of Material Differences between Actual and Projected Results

Any financial projections that may be contained in this Summary Offering Material and any supplements represent the Borrower's estimated results of operations. These projections are dependent on the successful implementation of management's business strategies and are based on assumptions and events over which the Company only has partial or no control and may prove to be inaccurate. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.

Need for Additional Capital

No assurance can be given that the Company and its affiliates will be able to conduct its operations without incurring costs in excess of those estimated. If the revenues generated from the Swiss Finance operations are insufficient to satisfy the Swiss Finance operating costs, the Company may seek to raise additional debt financing.

Negative Changes in Economic Conditions

Any negative changes in economic conditions could have a material adverse effect on the Company's and its affiliates' business.

D. Personnel Risks

Management of the Company

The Investors will have limited or no ability to participate in any manner in the management of the Company or its day-to-day decisions.

Reliance on Key Personnel

Due to the size of the organization, the Company has a significant reliance on certain key personnel, particularly its founder. If the Company is unable to retain key personnel it could jeopardize the Company's ability to implement its business plan, its relationships with its customers, and its financial stability.

Ability to Manage Growth

Swiss Finance may experience a period of growth that could place a significant strain on its resources. Swiss Finance's ability to manage growth successfully will require Swiss Finance to continue to improve its operational, management and financial systems and controls, expand its work force, and require substantial other resources, including but not limited to more capital.

Limitation of Liability and Indemnification

The Company's officers and managers will not be liable for the obligations of the Company solely by reason of being officers or managers or participating in the management and control of the Company's business and affairs.

E. Offering Related Risks

Acceptance of Investors on a First-Come, First-Serve Basis

The Borrower reserves the right to accept or reject any proposed investment in its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Borrower is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by it should it raise more or less funds than are needed to make its investments.

Possibility of Material Differences Between Projected and Actual Results

The financial projections contained in this Summary Offering Material and any supplements represent the Borrower's estimated results of operations. These projections are dependent on the successful implementation of management's business strategies and are based on assumptions and events over which the Company only has partial or no control and may prove to be inaccurate. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.

Ability to perform to Business Plan

This Offering is associated with a plan to grow the investment performance, asset base, sales and marketing capability of the Company, provide working capital, and to add staff as necessary to serve a growing customer base. Any inability to manage this process effectively would have a material adverse effect on the Company's business.

Use of Proceeds

Management will have some flexibility in applying the net proceeds from this Offering and may apply the proceeds in ways with which investors may disagree. The failure to apply these funds effectively could materially harm the Company's business.

Availability of Information

The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Reliance on Aspects of the Offering

Potential investors should not rely exclusively on one aspect of the security structure, such as experience or past performance of an affiliate of the Issuer or the collateral value of its investments, when making an investment decision in order to participate in this Offering.

F. Regulatory, Governmental & Legal Risks

Change in Regulatory or Legal Environment

To the extent there is a change in the legal or regulatory framework in any geography where the Company or its affiliates operate or intend to operate, as well as the SEC authorities, there is the possibility that the Company's business or financial conditions could be negatively impacted.

Future Federal Income Tax Legislation and Regulations

No assurance can be given that the current Congress or any future Congress will not enact federal income tax legislation that could adversely affect the tax consequences of participating in the Offering.

Risk of Audit to Investors

There is a possibility that the IRS will audit the Borrower's income tax returns. If the Borrower's income tax returns are audited, your return might also be audited.

Lack of Rulings and Opinions; Possibility of IRS Challenge of Borrower Tax Positions

The Borrower has not requested and will not request any tax ruling from the IRS regarding the tax consequences of the Borrower's activities. Accordingly, there is no certainty as to the tax consequences of participating in the Promissory Notes. The Borrower has not sought or obtained a legal opinion with respect to the tax treatment of the offering proceeds or issuance of the Notes. Accordingly, Investors are urged to consult your own tax advisor with respect to the federal and state tax consequences arising from participation in this Offering.

G. Other Risks

Unforeseen Risks

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. Prospective investors reviewing this Presentation should keep in mind other possible risks that could be important to the success of their investment in the Notes.

How to Proceed

Accredited investors who wish to receive the Confidential Private Placement Memorandum, the full Summary of Terms and the subscription documents should register with investor relations or write to [email protected]. Please read the disclosures above, including the risk factors, before registering.