offering memorandum april 16th, 2019apib-it.com/memorandum.pdfoffering memorandum zero coupon bonds...

CONFIDENTIAL

REGULATION S / RULE 144 AOFFERING MEMORANDUM

ZERO COUPON BONDS

APRIL 16th, 2019

Copy #______________

Issued to: ____________

APIB IT &CORPORATION

TABLE OF CONTENT

ZERO COUPON BONDS DESCRIPTION

RISK FACTORS

IMPORTANT INFORMATION TO INVESTORS

ETHICS AND DUE DILIGENCE

BOARD OF DIRECTORS AND KEY-EXECUTIVES

TRUSTED & ASSOCIATED PARTNERS

HISTORICAL DATA ON GOLD

DESCRIPTION OF THE COMPANY

U.S. & GLOBAL LISTINGS / MEMBERSHIPS

DESCRIPTION OF SECURITIES

SUBSCRIPTION PROCEDURES



ZERO COUPON BONDS DESCRIPTION

4BLOOMBERG: BB PP0812EY - ID US00187M8745

CLASS A - 1,000 Zero Coupon Bonds - Rating AAA - $100,000.00 US DollarsIssued Date: 04-16-2018 Maturity Date: 04-17-2038 20 Years Maturity

Certificate Bond Numbered from: 759,001 to 760,000ISIN CODE: US00187M8745 - CUSIP CODE: 00187M 874

BLOOMBERG: BB PP0812EY - ID US00187M8745

There is no public market for the Shares or any other securities of our company, and no such market will develop as a result of this offering.

THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN INVESTMENT IN SHARES INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE OFFERING PRICE. SEE "RISK FACTORS" AND "DILUTION." THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

No person has been authorized to give any information or to make any representations in connection with the offer made by this private placement memorandum, nor has any person been authorized to give any information or make any representations other than those contained in this private placement memorandum, and if given or made, such information or representations must not be relied upon. This private placement memorandum does not constitute an offer to sell or solicitation of an offer to buy in any jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this private placement memorandum nor any sale made hereunder shall, under any circumstances, create an implication that there as has been no change in the affairs of our company since the date hereof. This private placement memorandum is submitted on a confidential basis for use by a limited number solely in consideration of the purchase of the Shares described herein in a private placement. The acceptance of this private placement memorandum constitutes an agreement on the part of the recipient hereof and the recipient's representatives to maintain the confidentiality of the information contained herein. This private placement memorandum may not be reproduced in whole or in part. The use of this private placement memorandum for any purpose other than an investment in the Shares described herein is not authorized and is prohibited


IMPORTANT NOTICE

REGULATION S / RULE 144A

THE OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) WITHIN THE MEANING OF RULE 144A (“RULE 144A”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR (2) PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) AND WHO ARE OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR).

IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your representation: In order to be eligible to view the offering memorandum or make an investment decision with respect to the securities described therein, investors must be either (1) QIBs or (2) persons who are not U.S. persons (as defined in Regulation S) and who are outside the United States that would invest in the securities in an offshore transaction in reliance on Regulation S; provided that investors resident in a member state of the European Economic Area are qualified investors (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each member state of the European Economic Area). The offering memorandum is being sent at your request.

By accepting the email and accessing the offering memorandum, you shall be deemed to have represented to each of the Initial Purchasers (each as defined in the attached offering memorandum), being the sender or senders of the offering memorandum, that:

(1) you consent to delivery of such offering memorandum by electronic transmission;

(2) either:

(a) you and any customers you represent are QIBs, or

(b) the email address that you gave us and to which the email has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia; and

(3) if you are resident in a member state of the European Economic Area, you are a qualified investor. Prospective purchasers that are QIBs are hereby notified that the seller of the securities will be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act pursuant to Rule 144A.

You are reminded that the offering memorandum has been delivered to you on the basis that you are a person into whose possession the offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the offering memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the Issuer (as defined in the attached offering memorandum) in such jurisdiction. Under no circumstances shall the offering memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Initial Purchasers, nor any person who controls the Initial Purchasers, nor any of their directors, officers, employees or agents, accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers.

IMPORTANT INFORMATION ABOUT THE OFFERING

In this Offering Memorandum, the terms “we,” “our,” “us,” the “Company,” “APIB&IT,” refers to APIB & IT and its subsidiaries as a whole or to any one or more of its subsidiaries.

We have not authorised any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this Offering Memorandum. You must not rely on unauthorised information or representations.

This Offering Memorandum does not offer to sell or solicit offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

The information in this Offering Memorandum is current only as of the date on the cover page, and the business or financial condition of us, our subsidiaries and the Issuer, along with other information in this Offering Memorandum, may change after that date. For any time after the cover date of this Offering Memorandum, we do not represent that our affairs are the same as described or that the information in this Offering Memorandum is correct, nor do we imply those things by delivering this Offering Memorandum or selling securities to you. None of the Issuer, the Company, the Company's subsidiaries, represents that the information herein is complete.

The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and sales are permitted.

The Issuer is offering the Notes in reliance on exemptions from the registration requirements of the U.S. Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the “SEC”) or any other securities commission or regulatory authority, nor has the SEC or any such securities commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense in the United States.

This Offering Memorandum is being provided for informational use solely in connection with consideration of a purchase of the Notes to: (i) investors that the Issuer reasonably believes to be qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act; and (ii) to certain persons in offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other purpose is not authorized.

This Offering Memorandum may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents be disclosed to anyone other than the qualified institutional buyers described in (i) above or to persons considering a purchase of the Notes in offshore transactions described in (ii) above.

This Offering Memorandum is for distribution only to persons who are: (i) investment professionals, as such term is defined in Article 19(5) of the U.K. Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”); (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order; (iii) outside the United Kingdom; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the U.K. Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. I

This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the “Prospectus Directive”), as implemented in member states of the European Economic Area (the “EEA”), from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes should do so only in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do we or any of the Initial Purchasers authorise, the making of any offer of the Notes through any financial intermediary, other than offers made by the Initial Purchasers that constitute the final placement of the Notes contemplated in this Offering Memorandum.

In addition, the Notes may not be purchased, transferred to or otherwise held by any Plan (as defined in “Certain ERISA and Other Considerations”) or any person acting on behalf of any Plan, except in the event that such Plan or person has obtained the written approval of the Issuer to subscribe for and purchase the Notes in the offering directly from the Initial Purchasers. Any Plan that acquires the Notes in accordance with the immediately preceding sentence, and any successor to any such Plan, shall be referred to herein as an “Approved Plan.” In the event that a Plan or any person acting on any Plan's behalf purchases, acquires or holds the Notes without meeting these requirements, the purported purchase, transfer or holding will be void and, if such purchase or transfer is not treated as being void for any reason, the Notes will automatically be transferred to a charitable trust for the benefit of a charitable beneficiary and the purported holder will acquire no right in the Notes. These restrictions are described in “Description of Notes” and “Certain ERISA and Other Considerations” in this Offering Memorandum.

We have prepared this Offering Memorandum solely for use in connection with the Offering . In the United States, you may not distribute this Offering Memorandum or make copies of it without our prior written consent other than to people you have retained to advise you in connection with the Offering.

You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You should consult your own legal counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes. We are not, and the Initial Purchasers are not, making any representation to you regarding the legality of an investment in the Notes by you.

The information contained in this Offering Memorandum has been furnished by us and other sources we believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers or the Trustee and the Paying Agents as to the accuracy or completeness of any of the information set out in this Offering Memorandum, and nothing contained in this Offering Memorandum is or shall be relied upon as a promise or representation by the Initial Purchasers, whether as to the past or the future. This Offering Memorandum contains summaries, believed to be accurate, of certain of the terms of specified documents and copies of certain of the summarised documents will be made available by us upon request for the complete information contained in such documents. Copies of such documents and other information relating to the issuance of the Notes will also be available for inspection at the specified offices of the Principal Paying Agent. All summaries of such documents contained herein are qualified in their entirety by this reference.

The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of the Issuer's knowledge and belief, the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is authorised in connection with the offering made pursuant to this Offering Memorandum to give any information or to make any representation not contained in this Offering Memorandum, and, if given or made, any other information or representation must not be relied upon as having been authorised by us or the Initial Purchasers.

• By purchasing the Notes, you will be deemed to have acknowledged that:

• You have reviewed this Offering Memorandum;

• this Offering Memorandum relates only to offers and sales with respect to the Notes; and

• the Initial Purchasers have not separately verified the information contained in this Offering Memorandum and are not responsible for, and are not making any representations to you concerning the APIB& IT, future performance or the accuracy or completeness of this Offering Memorandum.

The Issuer reserves the right to withdraw the Offering at any time, and the Issuer and the Initial Purchasers reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to you less than the full amount of Notes subscribed for by you.

This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to ii make such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell any Notes or possess this Offering Memorandum. You must also obtain any consents or approvals that you need in order to purchase any Notes. None of the Issuer, the Company, the Company's subsidiaries or the Initial Purchasers are responsible for your compliance with these legal requirements.

The distribution of this Offering Memorandum and the offer and sale of the Notes may be restricted by law in some jurisdictions. Persons into whose possession this Offering

Memorandum or any of the Notes come must inform themselves about, and observe any restrictions on the transfer and exchange of, the Notes. The Notes are subject to restrictions on resale and transfer as described under “Plan of Distribution” and “Notice to Investors.” By purchasing any Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in those sections of this Offering Memorandum. You may be required to bear the financial risks of investing in the Notes for an indefinite period of time.

NOTICE TO U.S. INVESTORS

Each purchaser of Notes will be deemed to have made the representations, warranties and acknowledgements that are described in this Offering Memorandum under “Notice to Investors.” The Notes have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, sellers may be relying on Regulation S. For a description of certain further restrictions on resale or transfer of the Notes, see “Notice to Investors.” The Notes may not be offered to the public within any jurisdiction. By accepting delivery of this Offering Memorandum, you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the public.

NOTICE TO CERTAIN EUROPEAN INVESTORS

European Economic Area. In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a “Relevant Member State”), each Initial Purchaser has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Memorandum to the public in that Relevant Member State other than: (a) to any legal entity that is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Notes shall require the publication by the Issuer or any Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospective Directive other than in reliance on Article 3(2)(b).

For the purposes of this provision, the expression “offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC and amendments hereto, including the 2010 PD Amending Directive, and includes any relevant

implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each subscriber for or purchaser of the Notes in the offering located within a member state of the EEA will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will rely upon the trust and accuracy iii of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the offering.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.


The choice to operate as Banking and Financial Services is deliberate, this decision is principally down to our philosophy in believing that it is essential to adhere to a precise management rules considered to be immutable and inseparable both in the defense of its heritage and for the investor's protection. We also believe it indispensable to include social issues in which to invest in order to reach fundamental goals. The certainty of an investment for us must not rest simply on a market analysis, even though we recognize its importance we do not think it fundamental, for a real future protection we prefer to keep to a logic that puts attention on, as well as the total recovery of the assets invested, to the real guarantees on future benefits. Our Board of Directors and Key – Executive is represented by international professionals who are able to guarantee, thanks to their past and present experiences and to personal long-standing working relations on the global financial stage, and high levels of specialization in the role assigned to them.

Transparency and efficiency we consider to be the irreplaceable pillars of achieving any goal.

As well as the tight market of qualified investors, one of our principle objectives was to propose with simplicity and clarity an investment opportunity easily available to any further investor.

PLACEMENT OF BONDS IN PRIVATE OFFER

A substantial part of the Bonds are placed in Banks, Institutional Funds and Qualified Investors, recognized titled sectors to evaluate each aspect of the offer.

The offers are directed mainly at institutions where a long-standing relationship has existed, for the private investors sector.

Particular and detailed information is for investors not informed in the bond sector.

- NORMATIVE FOR THE PROTECTION OF THE CAPITAL – PERCENTAGES AND INVESTMENT SECTORS

As established in the Offering Memorandum 90% of the capital from the placement of the Bonds will be invested, with pre-established percentages, solely in the following three specific sectors:

A minimum of 25% Gold 999,9 including the numismatics of Gold and/or Silver as 999,9 both as recent coinage or as a numismatic collection.

ETHICS AND DUE DILIGENCE


The 75% remaining, a substantial part will be invested in Real Estate.

The investments in Real Estate are mainly for properties of proven value both for historical reasons and or location for its use and/or future.

The investments in Companies are submitted to the following evaluations: the notoriety of its brand, age and production sector, national and/or international market.

The following are preferred sectors: Private Clinics and/or Affiliated Rehabilitation Centers, Care Centres, Research Centres – For the mentioned Sanitary sectors, Doctors and Surgeons with proven capabilities and international fame, have confirmed their availability to take on the position of Sanitary Director.

Our other preferred sectors are: Alternative Energy, Waste Disposal with facilities to transform into Energy, Accommodation Facilities, Hotels, Agriturism including Farms in any sector. The totality of the Executive Committee indisputable recognize the value of Ethics, and Social and Humanitarian Support.

For these mentioned values, part of the Executive Committee can for personal relations, promote with the Institutions of the European Parliament and Finance Institutions linked to them, any initiative able to reach the previously mentioned social purpose. To facilitate relations with African States, South American States and Asia, including their respective Ambassadors or Consuls, the Executive Comittee has predisposed that the offices of those people with particular roles in the Board of Directors are recognized as Foreign Representatives. ( the States indicated are to be considered solely ennuniciative and not limitating )

NORMATIVE TO PROTECT THE INVESTOR

APIB&IT places the Bonds which it alone issues when, as well as sourcing the real estate, has underwritten a Preliminary Agreement with the Vendor, in which information relating to the type of asset, history, planned end use and/or future use is included, a value decided for the sale, final date for the definite contractual conclusion and the exchange of the asset.

For properties planned to become Accommodation, our ethics on management suggest that the existing staff keep their positions, in some cases, where thought to be necessary, extra staff can be employed.

APIB&IT places the Bonds it solely issues when, as well as sourcing the Company, has underwritten a Preliminary Agreement with the Vendor, in which information relating to the type of Company, history, current production sector and/or future variation based on market demand, percentage of Shares for sale which cannot be inferior to 51% of the entire Share packet, final date for the definite contractual conclusion and the exchange of the Shares.Our ethics for Companies on management suggest that existing staff keep their positions, in some cases, where thought to be necessary, extra staff can be employed.


Our ethics for Companies on management suggest that existing staff keep their positions, in some cases, where thought to be necessary, extra staff can be employed.

NORMATIVES ON THE TRANSFER OF ASSETS ACQUIRED GOLD SECTOR AND NUMISMATICS

A minimum of thirty percent of our capital is invested in Gold as bond 999,9 because it has always be recognized as an excellent haven asset, the reading of the temporal horizons confirm that the curve showing Gold's increment allows for no doubts on the evaluation of its future value.

Statistics indicate that, in the last two months of 2008 the value of one Troy Ounce Gold oscillated around 632 US Dollars, in November 2018 is oscillated on a value of 1,224 US Dollars, confirming a value increment of 1.93. These statistics indicate that, an investment in Gold, with a temporal hoisizon of ten years, allow for an increment in value that is nearly the same as the initial investment value.

Established that, our Bonds have a temporal horizon of twenty years counted from the date of issue, one can presume that, a percentage of 30% invested in this sector is sufficient enough to guarantee a future benefit able to make up any totality of the capital necessary to satisfy at end of term, the payment of the corresponding bond.

An inseperable and imutable management rule establishes that this asset cannot be transferred, the same must be deposited in accredited Authorised Institutional Structures to safeguard Precious Metals.

In the same normative the asset is indicated, and where thought necessary, can be transferred solely at the expiry of the Bonds to which they refer, if to the contrary it will remain as a patrimony to be added to the pre existing Company Structure

NORMATIVES ON TRANSFERRING ON ASSETS ACQUIRED INTHE REAL ESTATE SECTOR

The transfer of any real estate is allowed ony if the release brings a minimum benefit of 20% of the first capital investment, and moreover if established that the transfer can be carried out only after sourcing other real estate with the same initial value, can substitute the transferred asset.

NORMATIVES IN SPONSORSHIP AND SOCIAL DEVELOPMENT SECTOR

The Executive Committee has established that 30% of the net profits will be destined to the support of social development in whichever territory, for whatever race and religion.Particular attention will be paid to children and the aged.

APIB&IT Corporation will promote globaly any programme suitable in eliminating social barriers that are an obstacle rights, education and work, mainly to who suffers from Down Syndrome and for the handicapped, the indisputable goal to permit these people to have dignity, serenty and cetainties for the future, that are recognised and legitimate aspirations for each human being.

BOARD OF DIRECTORS and KEY-EXECUTIVES

CHAIRMAN OF THE BOARD & CEO ADOLFO FALCIANI

PRESIDENT PETR ZINEK

EXECUTIVE VICE PRESIDENT - COMPANY DEVELOPMENTANDREA FABBRI

SECRETARY FABRIZIO BETORI

INSTITUTIONAL RELATIONS - ADVISOR VERIFICATIONS AND STRUCTURAL CONTROLS STEFANO COLLINA

HEAD OF FOREIGN AND INSTITUTIONAL RELATIONS – ADVISOR OF DEFENSE SECTORS, AERONAUTICS AND LOGISTICS

ANGIOLINO MASTRULLO

RESPONSIBLE FOR RELATIONS AND DEVELOPMENT FOR ISLAMIC TERRITORIES FOUAD DAKKAK

ETHICS SUPERVISOR MANAGEMENT AND BUSINESS ADMINISTRATIONMARCO MARTINI

ADVISOR INVESTMENTS FOR THE CLINICAL SPECIALIST AND/OR HOSPITAL SECTOR ALESSANDRO KELM

ADVISOR - SUPERVISOR MANAGEMENT OF THE HOSPITALITY SECTOR AND HOTEL SECTOR ENRICO CASAMASSIMA

ADVISOR - RELATIONS AND DEVELOPMENT FOR THE SPANISH MARKETDANIELE FIORETTO

ADVISOR - FOR THE INDUSTRIAL AND MANUFACTURING SECTORS SAVERIO SETTIMIO

ADVISOR - MARKETS OF THE WESTERN BALKANS AFRIM ISMAILI

ADVISOR - MARKETS OF THE EASTERN EUROPE FRANTISEK HANUSKA

ADVISOR - RELATIONS AND DEVELOPMENT OF THE FEDERAL REPUBLIC OF GERMANY MANUEL SILZER

ADVISOR - HEALTH SECTOR GIORGIO CARPINETI


BOARD OF DIRECTORS and KEY-EXECUTIVES

ADVISOR - ENGLISH MARKET SECTORS MARISA RUMA

ADVISOR - BUSINESS AND TAX CONSULTANCY - LEGAL AUDITOR ANNA BRUNORI

LEGAL COUNSEL - LAW FIRM - LAWYERS MARIA PIETRO PUTTI - MARCO BELLINGACCI - ALDO GODI

MARKETING IMAGE - ADVERTISING PRESS OFFICE AND COMMUNICATIONS GIAMPIERO SIGNORAZZI


TRUSTED AND ASSOCIATED PARTNERS FOR PROJECTS, CONSTRUCTION, RENOVATIONS

MANINI PREFABBRICATI SPASector:Leader in projects and realizations of prefabricated reinforced concrete structures with high coverageLegal Representative, Arnaldo Manini

EDILTECNICA SPA Registration SOA 8 UnlimitedSector:Projects, Construction, RestructuringLegal Representative, Angelo Cottoni

GIROS SPA Registration SOA, OG3 - OG6 - OG8 - Os21Sector:Projects, Construction, Restructuring, Roads, Aqueducts, Sewers, Earth Movements,Legal Representative, Giancarlo Rosi

IMPIANTI COGET SPA Registration SOA, His Sector CodesSector: General electrification of high voltage, construction and maintenance of overhead cable power lines, maintenance and construction of railway contract electric lines, lattice or tubular tower telecommunications sectors.Legal Representative, Paolo De Sena

DEL BONO SPA Registration SOA His Sector CodesSector:Building, Road, Design and construction of highways and roads in general, Railway and road tunnels, Railway lines and its components, aqueducts, Land reclamation and development of agricultural land, Golf courses for national and international competitions, Amateurs golf courses.Legal Representative, Elio Del Bono

MIGIFRA SRL Registration SOA His Sector CodesSector: Projects, Construction, Restructuring, Roads, Aqueducts, Sewerage, Technological Planting, Earth Movements.Legal Representative, Alfio Fiorito

GLOBE ITALIA SRL Registration SOA His Sector CodesSectors: Projects and construction of port facilities, construction and industrial facilities including RSA health facilities.Legal Representative, Claudio Gesuelli


HISTORICAL DATA ON GOLD

The following summary is qualified in its entirety by the detailed information appearing elsewhere in this private and public placement memorandum. See “ Risk Factors “ for information to be considered by prospective investors. All information on this private and public placement memorandum assumes that the shares value is determined by the daily value of gold 999,9 from the NYSE - New York Stock Exchange and LSE - London Stock Exchange. It is fully paid on maturity date and it may be transferred according to the laws governed by the state

Why invest in Gold? The gold price has been resilient in the new millennium, unlike certain paper-based assets which have lost value in recent recessions and economic crises. The precious metal has risen in value by over 287%* in the last 10 years out performing US Consumer Prices (+27%*) and certain stocks (the S&P 500 has declined by -21%*).

Many factors behind the recent appreciation in gold's price can be cited including: increasing investment demand, increased jewellery demand, industrial application, stabilising mine supply, rising extraction costs and declining sales of gold reserves by central banks.

From an investment perspective gold has been an effective hedge against portfolio risk, a devaluing US Dollar, geopolitical and economic uncertainty and infl ation. Over the long-term, gold has managed to hold its value. For example, in 1920 the price of Gold per ounce was US$20.68/oz* or US$224.05/oz** in today's prices.

The price of gold over the last twelve months has averaged approximately US$1,259.10/oz*. Gold has, as is currently the case, not only been used to protect investor capital from the detrimental effects of inflation, but delivered a very attractive real return. In an age of increasing risks and financial failure, gold may prove to be one of the ultimate insurance policies.

Source United States Department of Labor http://www.bls.gov/data/infl ation_calculator.htm


The priority of APIB&IT Corp., is to protect and guarantee all investors

DESCRIPTION OF THE COMPANY

APIB & IT, Corp. is a financial institution dedicated to invest in gold, real estate and industrial commercial enterprises, as well as providing supportive investments in communities, generating good will for the communities they are in.

The company was formed in 2011 and has invested in real estate in a systematic and constant activity, generating generous financial return for their investors. It is comprised and managed by talented professionals with expansive breadth of knowledge in the financial industry, real estate acquisition and development as well as the in-depth knowledge to invest with industries that show great potential for turn around and exponential growth.

APIB & IT, Corp., is at a stage of tremendous growth, where investors are willing to invest in a company of great vast network of affiliates in Europe, USA and other parts of the world.


APIB& IT, CORPORATIONU.S. Federal Listings, U.S. State Listings, Worldwide Listings

and Memberships

APIB&IT Corporation from Miami Florida is legally recorded in the following U.S. States, Departments and Systems Worldwide:

FLORIDA - Department of State, Division of Corporation (listed)SEC - U.S. Securities and Exchange Commission, Registered Regulation D 506 C (listed) Industry Group: Other Banking and Financial Services.NYS - Department of State, Divison of Corporation (New York State, Uniform Form U-2)EDGAR - Electronic Data Gathering, Analysis, and Retrieval (listed)EFD - Electronic Filing Depository (listed)NASAA - North American Securities Administrators Association, State and Provincial Securities Regulators (listed through the EFD System)ISIN - International Securities Identification Numbers (listed ISIN Database Lifetime Membership)BLOOMBERG L.P. (Listed)BLOOMBERG ID (Listed)CUSIP - Committee on Uniform Securities Identification (Listed)(CUSIP, NYSE New York Stock Exchange)SEDOL - London Stock Exchange Daily Official List (listed)Londonstockexchange.com/sedol (listed)

WEBSITES

Florida Department of State Division of Corporation (www.sunbiz.org)NYS Department of State, Division of CorporationSEC.govSEC.gov/answers/cusip.htmlEDGAR. Securities and Exchange CommissionEDGAR. Electronic Data GatheringEFD nasaa.orgISIN.org



DESCRIPTION OF SECURITIES FOR INVESTORS

SHARES - ZERO COUPON BONDS:

Holder Class A Share (Transferable), guaranteed by 999,9 gold Rating AAA Registered Class A Share (Transferable), guaranteed by 999.9 gold Rating AAA Issue value: Troy Ounce 999.9 gold Issue values: one, ten, one hundred, one thousand Troy Ounce 999.9 gold.

The value of the share is established on the day of its sale or transfer based on the daily closing fixing of Troy Ounce 999.9 gold.

Fixing reference: NYSE New York Stock Exchange or London Stock Exchange.Time horizon: Twenty years and one day counted from the date of issue (the Offering Memorandum of this issue establishes that for the protection of assets and investors, 50% of the capital derived from the placement of this bond will be invested in Troy Ounce 999.9 gold with pre-established percentages of the remaining capital being invested in real estate and the acquisition of companies with proven track record.

The value of one Troy Ounce Gold 999,9 as of April 16th, 2018 is USD $1,352.90 as per NYSE. At this price, the value of this USD $100,000.00 investment in this Zero-Coupon Bond is equivalent to 73.91 Troy Ounce Gold 999,9. The obligation to pay this security at maturity date on April 17th, 2038 will be calculated at Face Value of USD $100,000.00 plus fifty percent (50%) of the appraised equity value of 73,91 TROY OUNCE Gold 999,9 as listed in the New York Stock Exchange at close of April 16th, 2038.

SUBSCRIPTION PROCEDURES

The shares are to be issued by APIB&IT Corp. and distributed by a transfer agent, broker bank, broker or dealer in their individual jurisdiction globally. They are assigned with a guaranteed of Troy Gold 999,9 which are valued with the daily fluctuation of the New York Stock Exchange and London Stock Exchange. The shares will be sold and distributed to QIBs

Subscribers are to read the offering memorandum and make their due diligence entirely. Once they are committed to acquire the zero coupon bonds and invest in APIB & IT Corp., they are to fill a subscription agreement and signed in its entirety and to provide all information as requested in a timely manner.


offering memorandum april 16th, 2019apib-it.com/memorandum.pdfoffering memorandum zero coupon bonds...

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