ALL RIGHTS RESERVED GLOBAL HUMANITARIAN MANAGEMENT ALLIENCE (GHMA)

Subsidiary of AQUA HUMANITARIAN FOUNDATION

GLUBOKOE

MILK & DAIRY PROCESSING

CORPORATION, INC.

OFFICIAL CORPORATE PROSPECTUS

131 Lenina Street, Glubokoe City

Vitebskiy Region Republic of Belarus 211792

Phone: +1 202 630 5364 +1 347 419 6147 Fax: +375 2156 25007

E-mail: GMKKUNGM@GMAIL.COM Skype:SYSTEMATOR

GLUBOKOE

2014

2

Contents

General Info ........................................................................................ 3

Corporate Equity ................................................................................. 5

Subsidiaries, Affiliates and Staff ........................................................... 7

Corporate Supply and Distribution networks ....................................... 8

National market ................................................................................................................................... 8

International markets ........................................................................................................................... 8

Product Lines of GLUBOKOE ENTERPRISE (10): .................................... 9

Management Team ............................................................................ 11

Corporate Financials (FY 2012-2013) ……………………………………………. . 14

Current financial goals of GLUBOKOE ENTERPRISE ............................ 20

3

General Info about GLUBOKOE ENTERPRISE

Glubokoe Milk & Diary Processing Corporation, Inc., GLUBOKOE

ENTERPRISE hereafter, is a unique holding entity with outstanding financials,

highly trained management team with high ethical standards and growth-oriented

leadership mentality. GLUBOKOE ENTERPRISE is a true star of the national

business community of the Republic of Belarus actively seeking international

recognition, strategic partnerships, cooperation and development with true

leaders in its field of business operations:

Production technologies with highest quality control standards

ISO CERTIFICATION (attached)

Consecutive efforts to integrate up-to-date digital financial management

technologies with enhanced internal control and reporting modules providing

transparency and corruption minimization standards.

Well-recognized national leader of Belorussia business community properly

structured for an effective presence on global markets:

- First business entity of Belarus to integrated IAAP starting FY2013 as per

national latest laws and regulations http://glmkk.by/en/partners/investors

- A true pioneer integrating major elements of humanitarian management

technologies

GLUBOKOE is proud to be granted the status of the officially Registered

Vendor of the United Nations (United Nations Global Marketplace (UNGM)

Reg. # 376295, Level I in progress, Level II pending required document

registration package finalization)

4

GLUBOKOE ENTERPRISE is located in an ecologically clean area,

environmentally unaffected by the Chernobyl disaster, with minimal local industrial

infrastructure presented in the area, thus keeping its natural environment

ecologically safe and naturally clean.

National Park with unique natural lake complex creates good prospects for

the development of river and lake fisheries production and fishing tours.

http://www.belarus.by/en/about-belarus/natural-history/braslavskiye-ozera

GLUBOKOE ENTERPRISE area is the historical region of cherries

gardens, home of globally recognized Annual International "Cherry Festival".

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5

Corporate Equity

GLUBOKOE ENTERPRISE is one of the leading national business entities

of the Republic of Belarus, key element of the socio-economic infrastructure of

Vitebsky region.

GLUBOKOE ENTERPRISE was commissioned to launch business

operations on January 1st, 1972 under the name of "Glubokskiy Milk Factory",

GLUBOKOE ENTERPRISE hereafter, as a 100% state owned business entity.

Executive Order №3 of the Ministry of Meat and Dairy Industry of the USSR

served as a legal basis to register GLUBOKOE ENTERPRISE as a separate

enterprise with its own by-laws, corporate seal, equity, assets, banking, corporate

books, consolidated Balance Sheet and Profit & Loss statements, etc.

On February 2nd, 1998, GMF was converted into public corporation under

the name of “Open Joint-Stock Company Glubokoe Dairy Canning Factory” by an

Executive Order № 25 of the Vitebskiy Regional Executive Committee.

The Register of corporate shares and shareholders activities is maintained

by the Depositary department of JSC "Belarusbank", Branch № 214.

As of 07/14/2014, total number of common shares issued is 1,111,334,561.

No preferred shares were issued as of today.

Ownership structure of GLUBOKOE ENTERPRISE:

Vitebsk Regional Fund on State and Regional Property of the Republic of Belarus -

1,004,872,274 ordinary shares (90.4203%)

6

Republic of Belarus, represented by the State Committee on Property and

Corporate Assets of the Republic of Belarus - 87,294,170 common shares

(7.8549%)

General public, mostly full-time employees of GLUBOKOE ENTERPRISE –

19 168 117 common shares ( 1,7248% )

The total number of shareholders of GLUBOKOE ENTERPRIZE – 2290:

Legal entities - 2

Individuals – 2,288

As of 01/01/2014, GLUBOKOE ENTERPRISE Capital was increased up to

US$6,168,418

Corporate Funds allocated for the dividend payouts:

FY2012 – 5% of net profit,

FY2013– 20% of net profit,

FY 2014 (estimated) – 20 % of net profit.

As of now, corporate shares of any kind and/or any other financial

instruments (bonds, ADR’s, etc.) of GLUBOKOE ENTERPRISE are not issued

through private placement procedures, as well as not registered and/or presented

on any national or international stock exchanges.

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7

Subsidiaries, Affiliates and Corporate Staff

Corporate branches: 3

Corporate Subsidiaries: 11

The leader is the Cannery Factory "Braslavryba" (TCP Braslav) with a

processing capacity of more than 100 metric tons per month of raw food

materials, including seafood products, http://braslavfish.deal.by/

http://prodportal.info/katalog/item/rybnye-konservy-braslavryba

As of 01/01/2014, number of full-time employees of GLUBOKOE

ENTERPRISE (including subsidiaries, without affiliates) is 1,350 and growing.

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8

Corporate Supply and Distribution networks

GLUBOKOE ENTERPRISE has its own actively growing international and

local retail and wholesale distribution networks.

National Market

Number of subsidiaries: 2 (two shopping malls outside the Republic of Belarus)

Retail - proprietary trading (3 stores, 2 local markets):

“Ragenda” store

“Store №1” in Glubokoe city

“Store №1” of Braslavsky branch, Braslaw city

Proprietary Trade Section Minsk - Komarovsky market

Proprietary Trade Section Vitebsk - Shopping Business Center "Belarus"

International Markets

Russia, Ukraine, Kazakhstan, Israel, Moldova, Armenia, Canada, the United

States, United Arab Emirates (UAE)

Corporate International Trade Mission in the form of a US-Belorussian Joint

Venture dba “AQUA-GLUBOKOE”, headquartered in New York, USA is in its

early stage of launching operations with a major task to facilitate export

activities of GLUBOKOE ENTERPRISE globally based upon internationally

accepted management, financial, legal and ethical standards.

Suppliers / Contractors of GLUBOKOE ENTERPRISE with long-term

9

contractual relationships (more than 3 years) - 127

Customers of GLUBOKOE ENTERPRISE with long-term contractual

relationships (more than 3 years) - 125

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10

Product & Service Lines of GLUBOKOE ENTERPRISE (10):

Canned milk (milk and cream, concentrated or containing added sugar)

Skimmed milk powder (milk and cream and mix - in solid forms)

Butter (including oil sweet unsalted butter)

Whole-milk products (liquid milk, yoghurt, kefir, sour cream)

Serum (products consisting of natural milk constituents)

Cheeses (35);

Custom designed food products (including cheese-based, milk-containing

products)

Forage and feed (milk replacer for calves);

Canning packs (cans - 6 million cans per month);

Canned fish (6 basic types / 35-40 items).

United Nations Standard Products and

Services Code (UNSPSC®) for the

classification of products and services

provided

Product / Service Name

10110000 Domestic pet products

10121700 Fish food

50100000 Nuts and seeds

50110000 Meat and poultry products

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50121500 Fish

50131700 Milk and butter products

50131800 Cheese

50160000 Chocolate and sugars and sweeteners

and confectionary products

50170000 Seasonings and preservatives

50192300 Desserts and dessert toppings

50192500 Sandwiches and filled rolls

50193000 Infant foods and beverages

50193100 Instant mixes and supplies

50193200 Prepared salads

50220000 Cereal and pulse products

50221000 Pulses

50221002 Pulse flour

50221100 Cereals

50221300 Flour and milled products

50300000 Fresh fruits

50320000 Dried fruit

50340000 Frozen fruit

50360000 Canned or jarred fruit

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50400000 Fresh vegetables

50410000 Organic fresh vegetables

50420000 Dried vegetables

50430000 Dried organic vegetables

50440000 Frozen vegetables

50460000 Canned or jarred vegetables

Digital catalog of GLUBOKOE ENTERPRISE product lines is under reconstruction

now due to drastic increase of global demand.

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13

Management Team

Strong team of professionals deeply determined to establish and develop:

- Absolute competitive leadership in its field of business activities,

- Competitive position of the Republic of Belarus and its enterprises as a globally

recognized reliable source of strategic commodity of the 21st century - high

quality food products

- Growth of personal wealth as a direct derivative of the increasing the financial

potential of GLUBOKOE ENTERPRISE, its employees, as well as of national

budget of the Republic of Belarus.

High professionalism of our managers is characterized by focusing on latest

innovative technologies, ethical business standards, well-deserved true reputation

among corporate employees, members of business community and national

authorities.

Corporate management standards are based upon the principles of

humanitarian management, transparency, corruption minimization, ethics,

environmentally safe economic development and global expansion.

Mr. Valeriy B. Dulinskiy

Chief Executive Officer (CEO)

Total work experience: 28 years

http://www.director.by/index.php/arhiv-nomerov/archiv-2010/63-

3-129-2010/1415-2010-07-28-12-41-47.html

http://www.director.by/index.php/arhiv-nomerov/archiv-2008/87-

2-104-2008/3024-2011-11-15-12-20-03.html http://www.belniva.by/news_full.php?id_news=69197

http://vosn.vitebsk.by/main/novosti-VOSN/luchshie-rukovoditeli-i-

konstruktory-vitebskoy-oblasti/

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Ms. Valtntina T. Isaenko

Head of Corporate Sales Department

Chief Executive Officer (CEO) of AQUA-

GLUBOKOE JV

Total work experience – 32 years

Ms. Inna P. Berezkova

Chief Financial Officer (CFO)

Total work experience - 27 years

Work Experience: Chief Economist, Chief

Accountant

15

Ms. Lady Olga NV Dmitrieva, MBA

PR / GR , international marketing and representation

activities of GLUBOKOE ENTERPRIZE on global Russian-

speaking business community

Mr. Paul VV Sedletsky

Comptroller/CFO of AQUA-GLUBOKOE JV

Digital financial management technologies

International representation

http://www.globalceoclubs.com/main.asp

http://www.globalceoclubs.com/cpdetial.asp?id=380

http://www.rusamny.com/357/t01(357).htm

http://www.kommersant.ru/doc.aspx?DocsID=265204

http://www.rusamny.com/357/t01(357).htm

http://www.rusamny.com/radio/radio-01.htm

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16

Corporate Financials (FY 2012-2013)

GLUBOKOE ENTERPRISE is a unique growth-oriented enterprise with an

outstanding financials.

US$ (‘000) 2012 2013 Increase

EXPORT $ 43,780 $ 49,936 14.06%

FIXED ASSETS $ 52,950 $ 76,148 43.81%

TOTAL ASSETS $ 101,332 $ 128,988 27.29%

CURRENT ASSETS $ 48,381 $ 52,840 9.22%

TOTAL LIABILITIES & EQUITY $ 101,332 $ 128,988 27.29%

EQUITY $ 25,623 $ 31,223 21.86%

LIABILITIES $ 75,709 $ 97,766 29.13%

GROSS PROFIT $ 8,718 $ 15,382 76.44%

NET PROFIT $ 221 $ 2,611 1084.78%

Consolidated Gross Revenues (FY 2012 – 2013):

FY2012 - $ US 98,878,000, including Gross Revenues from export

operations - $ US 43,780,200

FY2013 - $ US 103,479,000, including Gross Revenues from export

operations $ US 49,936,000

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$43,780

$49,936

$40,000

$41,000

$42,000

$43,000

$44,000

$45,000

$46,000

$47,000

$48,000

$49,000

$50,000

$51,000

2012 2013

EXPORT DATA, FY 2012-2013 $ US Thousands

$52,950

$76,148

$40,000

$45,000

$50,000

$55,000

$60,000

$65,000

$70,000

$75,000

$80,000

2012 2013

FIXED ASSETS DATA, FY 2012-2013 $ US Thousands

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$101,332

$128,988

$60,000

$70,000

$80,000

$90,000

$100,000

$110,000

$120,000

$130,000

2012 2013

ASSETS DATA, FY 2012-2013 $ US Thousands

$48,381

$52,840

$30,000

$35,000

$40,000

$45,000

$50,000

$55,000

2012 2013

CURRENT ASSETS DATA, FY 2012-2013 $ US Thousands

19

$101,332

$128,988

$70,000

$80,000

$90,000

$100,000

$110,000

$120,000

$130,000

2012 2013

TOTAL LIABILITIES & EQUITY, FY 2012-2013 $ US Thousands

$25,623

$31,223

$15,000

$17,000

$19,000

$21,000

$23,000

$25,000

$27,000

$29,000

$31,000

$33,000

2012 2013

EQUITY, FY 2012-2013 $ US Thousands

20

$75,709

$97,766

$50,000

$55,000

$60,000

$65,000

$70,000

$75,000

$80,000

$85,000

$90,000

$95,000

$100,000

2012 2013

LIABILITIES, FY 2012-2013 $ US Thousands

$8,718

$15,382

$5,000

$7,000

$9,000

$11,000

$13,000

$15,000

2012 2013

GROSS PROFIT, FY 2012-2013 $ US Thousands

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GLUBOKOE ENTERPRISE financial statements in international accounting

standards could be reviewed in detail at http://glmkk.by/en/partners/investors

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$220

$2,611

$10

$410

$810

$1,210

$1,610

$2,010

$2,410

$2,810

2012 2013

NET PROFIT, FY 2012-2013 $ US Thousands

22

Current financial goals of GLUBOKOE ENTERPRISE

Establishing long-term strategic partnerships with regional and national

wholesale/retail networks on national markets all over the world;

Integrating internationally recognized digital financial management

technology for managerial accounting with weekly books closings in the

format of Consolidated Profit & Loss statement and 24/7 remote internal

control module

Raising INVESTMENT capital in the amount of US$50,000,000 in the form

of non-voting preferred shares;

Getting direct access to a revolving CREDIT line with competitive single

digit interest rates in the amount of US$35,000,000 to finance worldwide

demand for export operations with GLUBOKOE ENTERPRISE product

lines;

Expanding drastically export operations in order to meet worldwide growing

demand for unique GLUBOKOE ENTERPRISE product lines, through its

own distribution network as well as through the United Nations Global

Marketplace (UNGM) and other internationally recognized well-established

tender platforms.

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