Perla Group International PERL.pk Private Placement Offering

7/31/2019 Perla Group International PERL.pk Private Placement Offering

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Forward Looking Statements

This summary (this “Summary”) (and any other information that may be provided by Perla Group Internation-

al, Inc. (hereinafter “Perla Group International”, “Perla” or the “Company”) contains forward-looking state-

ments, which involve risks and uncertainties (including the plans regarding the business of Perla). These

forward-looking statements, which are usually accompanied by words such as “may,” “might,” “will,”

“should,” “could,” “intends,” “estimates,” “predicts,” “potential,” “continue,” “believes,” “anticipates,”

“plans,” “expects,” and similar expressions, relate to, without limitation, statements about Perla’s market

opportunities, strategy, projected potential revenue, and potential acquisitions. This Summary also contains

forward-looking statements relating to estimates regarding Perla’s projected business activity within the

industry. These statements are only predictions. You should not place undue reliance on these forward-

looking statements, which apply only as of the date of this Summary. Perla’s actual results could differ

materially from those expressed in or implied from these forward-looking statements as a result of various

factors. The Company does not guarantee future results, levels of activity, performance or achievements.

The cautionary statements made in this Summary should be read as being applicable to all forward-looking

statements wherever they appear in this Summary and to all other information provided.



Innovaton, Progressiveness, Excellence

Any nancial models contained herein or otherwise provided by or on behalf of Perla are based upon assumpons that the Company believes tbe reasonable. However, there can be no assurance that actual events will correspond to the assumpons, and any projecons should b

viewed merely as nancial possibilies based on the assumpons stated and not as a predicon or guarantee of future performance. The as

sumpons upon which these projecons are based should be carefully reviewed by each prospecve investor. Furthermore, any projecons o

conclusions regarding the present or future nancial condion of the Company or its business, including projecons regarding protabilit

may be substanally adversely aected by future events or by any variances from the assumpons made by the Company. All nancial info

maon provided herein is unaudited.

The Company is under no duty to update any of the forward -looking statements aer the date of this Summary to conform them to actual re

sults or to changes in our expectaons. All representaons, projecons, esmates, or statements (either wrien, stated, or implied) of reve

nues, costs, specic performance, or other items listed in this Summary or during any discussions with Perla and its shareholders, ocers, o

employees are only projecons. Perla makes no warranes to the success of this endeavor, either express or implied.

OTHER NOTICES

THE SECURITIES DESCRIBED HEREIN ARE OFFERED SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFERING BY TH

COMPANY WITHOUT PRIOR NOTICE. OFFERS TO PURCHASE ARE SUBJECT TO: (I) ACCEPTANCE BY THE COMPANY; (II) COMPLETION OF THE AC

CREDITED INVESTOR SUITABILITY QUESTIONNAIRE ATTACHED TO THIS SUMMARY; (III) EXECUTION BY THE INVESTOR OF THE SUBSCRIPTIO

AGREEMENT ACCOMPANYING THIS SUMMARY, AND (IV) SUCH OTHER CONDITIONS TO CLOSING SET FORTH IN SUCH SUBSCRIPTION AGREE

MENT.

PURCHASERS OF SECURITIES IN THIS OFFERING MUST HAVE SUCH KNOWLEDGE AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS AS TO

ENABLE THEM TO EVALUATE THE MERITS AND RISKS OF OWNING THE SECURITIES AND MUST BE ABLE TO BEAR THE ECONOMIC RISK OF SUC

INVESTMENT. EACH INVESTOR WILL BE REQUIRED TO MAKE CERTAIN REPRESENTATIONS TO THE COMPANY, INCLUDING (BUT NOT LIMITED TO

REPRESENTATIONS AS TO INVESTMENT INTENT, DEGREE OF SOPHISTICATION, ACCREDITED INVESTOR QUALIFICATION, ACCESS TO INFOR

MATION CONCERNING THE COMPANY AND ABILITY TO BEAR THE ECONOMIC RISK OF SUCH INVESTOR’S INVESTMENT FOR AN INDEFINITE PER

OD.

IN MAKING A DECISION TO PARTICIPATE IN THE OFFERING, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE RISKS INVOLVED. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENT

OF THIS SUMMARY AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR MUST CONSULT WITH HIS, HER, OR ITS OWN LEGAL COUNSEL

ACCOUNTANT AND INVESTMENT REPRESENTATIVE AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THE COMPANY OR AN INVEST

MENT THEREIN.

EACH PERSON RECEIVING THIS SUMMARY ACKNOWLEDGES THAT SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND

REVIEW, AND HAS RECEIVED AND REVIEWED, ALL ADDITIONAL INFORMATION CONSIDERED BY SUCH PERSON TO BE NECESSARY TO VERIFY TH

ACCURACY OR TO SUPPLEMENT THE INFORMATION CONTAINED HEREIN.

THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT

UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.



Innovaton, Progressiveness, Excellen

Perla Group Internaonal, Inc. (PERL.PK) is in the internaonal military, police

and security sectors. It was established with the vision of becoming one of the

leading turnkey soluons developer and services provider. Perla Group’s successis built on a combinaon of the trust, backing and support of top industry spe-

cialists and a talented team’s unwavering commitment to service excellence.

Perla Group Internaonal is headquartered in Ft. Lauderdale, Florida with region-

al oces in Dubai, UAE, and Kabul, Afghanistan. The Company has representa-

ve oces in Melbourne, Australia, and Lagos, Nigeria. Perla Group Internaon-

al oers products and services in aviaon, telecom, armored vehicles and K-9

services in the burgeoning military, police and security sectors.

Symbol: PERL.

Shares Outstanding: 283,402,805

Esmated Public Float: 43,453,564

Insider Ownership: 164,164,140

Fiscal Year End: 31st Dec

Free Trading: 39,747,514

Company Structure:

Perla Telecoms:

Has posioned itself to be a ‘turnkey’ soluons developer

and provider. It intends to remain independent in this re-

gard, as to have the ability to work with the many leadingservices providers in the industry. From large Telco’s to

small SME’s, network integrators, military customers, and

any other companies wanng a specialist soluon or

product.

Perla Armored Cars:

While this enty specializes in armored VIP Mercedes Benz,

it also oers 4 x 4’s, APCs, Cash in Transit, Buses and ATVs.

The division has recently secured direct supply contracts

with the US military, and has plans to expand with a view to

invest in manufacturing facilies in both the Middle East and

the USA.

Perla Aviaon:

Primarily in the Middle East, the division provides a host of

aviaon services including charters, sales and leasing of

aircra; aircra repair and maintenance. Perla Aviaon is

the exclusive distributor for the AK1-3 helicopter which

Perla believes is the nest two seat helicopter available.

Perla K-9 Services:

Through the Von Forell facilies in Melbourne, Australia

Perla oers dogs trained under what Perla believes are the

best in the industry. Perla K-9 services are ulized by law

enforcement and as detecon dogs. They conduct training

seminars as well as taccal, an-terrorism and security

training services.

Veloce:

VELOCE is our rst division primarily aimed at the Retail and

consumer markets. Being the manufacturer and controlling

the distribuon process right down to customer level, gives

Veloce a leading edge in this ever growing business sector.




Perla Group Internaonal was founded in 2007 by entre-preneur, Charles D’Alberto. At that me the company es-

tablished its Dubai oces and the rst of its divisions, Perla

Telecoms, with a strong focus on Satellite Communicaons

and related products. It secured the Agency to many brands

including: Tracstar Antennas. It also launched its own brand

of products, Terminate-Tor Vo-IP telephony products.

With this foundaon Perla Group Internaonal was able to

capitalize and secure lucrave projects in only the rst few

months of operaons.

The company connued to expand with the implementa-on of the Perla Armored Cars division and then followed

by Perla Aviaon and the newly established Perla K-9 Ser-

vices which recently received orders from the Iraqi Police

for $1.8 million.

Although the divisions are independent in terms of their

oerings, they also work very well together and cross polli-

nate. Established clients are able to quickly take advantage

of the oering in the other divisions, as well as open a new

clientele base for the oerings.

Today Perla Group Internaonal stands in the market as aturnkey provider of products and soluons. Perla believes

that being established in the Middle East and Africa has

posioned Perla for future growth and expansion. While

the scope of Perla’s business is worldwide, its growth plans

call for aggressive eorts in North America in parcular for

the AK1-3 helicopters.

Moreover, Perla believes that it is well posioned to take

advantage of the military contracts that are being procured

by the US and Middle Eastern countries as witnessed by its

Armored Car division which recently secured three separate

orders from the U.S. Military in Afghanistan for armoredvehicles.

2012 has marked the company’s biggest revenue increas-

es with over $13Mill of orders received to date.

Company Structure: Share Price Since Merger:

-$1,000,000

$1,000,000

$3,000,000

$5,000,000

$7,000,000

$9,000,000

$11,000,000

$13,000,000

2007 2008 2009 2010 2011 2012

Rev's




100,000,000 shares of common stock at the issue price of $0.02c per share. 1

Free Preferred Share will be allocated for every share purchased.

Total Amount to be raised $2,000,000.00

Use of Funds:

Subject to the success of the oering, Perla intends to invest the funds to expand

its business. The company is looking to secure a freehold on a property, and

build a brand new facility that will also host services, infrastructure, and other

equipment, not only for Perla Telecoms, but also for its Aviaon/Helicopter and

K-9 divisions in the USA.

The facility will be a State of the Art mul-faceed, ‘one of a kind’ facility.

The facility in near Miami, Florida combines over 22,00,000sq of building space

and over 3.9 acres of land.

The planned launch of the AK1-3 helicopter to the USA market scheduled for

2012. The new facility will incorporate a FBO/ MRO aircra maintenance

facility/hanger to act as a Sales/Maintenance facility, and a US base for the

helicopter distribuon.

Perla plans to use any addional funds raised in this oering as working capital

for the company.

The Oer:

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 OF

ING PRICE. THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BE

OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURIT

AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF

OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUMMARY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED IN THE ABSENCE OF

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO T

COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.




THE SECURITIES SUBSCRIBED FOR BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURIT

ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER OF THE SECURITIES IS RESTRICTED AS A RESU

THEREOF, AND ALSO BY THE TERMS OF THIS AGREEMENT.

PERLA GROUP INTERNATIONAL, INC.

SUBSCRIPTION AGREEMENT

This agreement (this “Subscripon Agreement”) is made by and among Perla Group Internaonal, Inc., a Nevada corpora

(“Perla”, “us” “our”, or the “Company”), and the undersigned investor (the “Subscriber”) on the date this Subscripon Agreem

is accepted by the Company (the “Acceptance Date”).

WHEREAS, the Company desires to issue certain shares of the Company’s common stock, par value $0.01 per share (the “Comm

Stock” or “Shares”), to individuals or enes (the “Investors”) who qualify as “accredited investors” as dened in Rule 501 of R

ulaon D (“Regulaon D”) promulgated under the Securies Act of 1933, as amended (the “Securies Act”), in a private placem

(the “Oering”) at a price per share equal to $0.01c and upon the other terms and condions set forth herein;

WHEREAS, the Company has provided the Subscriber with such informaon regarding the Company and the Shares as the S

scriber has requested;

WHEREAS, the Subscriber desires to acquire the number of Shares set forth on the signature page hereof; and

WHEREAS, the Oering will terminate on such date as the Company shall determine in its sole discreon.

A. Subscripon for Shares

Subject to the terms and condions hereinaer set forth, the Subscriber hereby subscribes for and agrees to purchase from

Company, such number of Shares as is set forth upon the signature page hereto at a price equal to $0.02 per share of Comm

Stock. The Company agrees to sell such Shares to the Subscriber for said purchase price, subject to the Company’s right, in its

discreon, to (a) sell to the Subscriber such lesser number of Shares as it may, in its sole discreon, deem necessary or desira

without any prior noce to or further consent by the Subscriber or (b) reject this subscripon, in whole or in part, at any me p

to the execuon of this Subscripon Agreement by the Company.

In order to subscribe for the Shares, please return the following documents to Perla Group Internaonal, Inc., 4737 N. Oc

Drive, Fort Lauderdale, Florida 33308. Aenon: Charles D’Alberto, CEO. Please send:

1. Via FedEx, an executed Subscripon Agreement.

2. Via FedEx, a completed, executed copy of the Accredited Investor Suitability Quesonnaire aached as

Exhibit A hereto (the “Purchaser Quesonnaire”).

3. Via FedEx, any addional documentaon that may be required by the Company if the undersigned is a limited liability c

pany, partnership, corporaon or trust.

4. If you are not a resident of the United States of America, wire transfer to Perla Group Internaonal, referencing “P

Group Internaonal, Inc.” for the full amount of the purchase price of the Shares to the following wiring instrucons:

MI-359486 v4 0440241-0




Bank Name: Cibank N.A.

Oakland Park

3101 N Federal Hwy,

Oakland Park, 33306 FL,USA

Swi Code #: CITIUS33

Acct #: 9135070575

Acct. Name: Perla Group Internaonal Inc

Aenon: Mr Charles S. D’Alberto

5. If you are a resident of the United States of America, wire transfer to Perla Group Internaonal, Inc. for the full amoun

the purchase price of the Shares to the following wiring instrucons:

Bank Name: Cibank N.A.

Oakland Park

3101 N Federal Hwy,

Oakland Park, 33306 FL,USA

ABA #: 266086554

Acct #: 9135070575

Swi Code: CITIUS33

Acct. Name: Perla Group Internaonal, Inc.

Aenon: Mr Charles S. D’Alberto

B. Representaons

In connecon with this subscripon, the Subscriber makes the following representaons, warranes and acknowledgments to

Company:

1. The Subscriber is an “accredited investor” as such term is dened in Rule 501(a) of Regulaon D promulgated under the Se

ries Act, and is able to bear the economic risk of an investment in the Shares. The Subscriber has such knowledge and exp

ence in business and nancial maers that the Subscriber is capable of evaluang the merits and risks of the proposed inv

ment. The Subscriber has completed the Purchaser Quesonnaire, which describes certain informaon relang to the S

scriber’s knowledge and experience in business and nancial maers. Such informaon is complete and accurate and m

be relied upon by the Company. The Subscriber will nofy the Company immediately of any material adverse change in

such informaon occurring prior to the acceptance of this subscripon by the Company.

2. The Subscriber is acquiring the Shares solely for the Subscriber’s own account, for investment and not with a view to

further sale or distribuon thereof. The Subscriber is also aware that the Company is issuing the Shares pursuant to an

empon from the registraon requirements of applicable federal and state securies laws. The Subscriber understands t

the Company is relying in part upon the truth and accuracy of, and the Subscriber’s compliance with, the representao

warranes, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine availability of such exempons and the eligibility of the Subscriber to acquire the Shares.

3. The Subscriber recognizes that the Shares will not be registered under the Securies Act or other applicable federal

or state securies laws. The Subscriber agrees not to sell or transfer the Shares unless such security is registered

under the Securies Act and under any other applicable securies laws or the Subscriber obtains an opinion of legal

counsel in form and substance sasfactory to counsel to the Company that such registraon is not required. The

Subscriber understands that the cercates represenng the Shares, will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933 OR ANY OTHER SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE

REGISTRATION STATEMENT AS TO THESE SECURITIES UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIESLAWS, OR AN OPINION OF COUNSEL IN FORM




The Subscriber further understands and agrees that the Company may issue instrucons to its transfer agent to place a “s

transfer order” with respect to such Shares.

4. The Subscriber has no need for liquidity in this investment, is able to bear the substanal economic risks of an investment in

Shares for an indenite period of me and at the present me could aord a complete loss of such investment. The Subscrib

nancial resources and income are more than sucient to meet all of the Subscriber’s reasonably ancipated needs with

regard to the Subscriber’s investment in the Company.

5. The Subscriber has received and carefully read and is familiar with this Subscripon Agreement and the Purchaser Ques

naire (collecvely, the “Subscripon Materials”), has based the decision to invest solely on the informaon contained in the S

scripon Materials, on documents, records, books, and other informaon obtained from the Company, and independent inve

gaons made by the Subscriber. The Subscriber acknowledges that it has had an opportunity to consult with counsel and ot

advisers about an investment in the Shares and that the Company has made available all documents, records, and books pert

ing to this investment requested by the Subscriber and/or its advisers, and it has oered such person or persons an opportunit

discuss the terms and condions of this investment with the ocers of the Company who are responsible for the conduct o

business and to obtain any addional informaon, to the extent that the Company possesses such informaon or can acquir

without unreasonable eort or expense, necessary to verify the accuracy of the informaon given to the Subscriber or otherw

to make an informed investment decision.

6. The Subscriber realizes that the Company’s counsel has not passed upon or rendered any opinion with respect to any of the

and legal aspects of an investment in the Company, and that the Subscriber should rely upon the advice of his, her or its o

counsel and tax advisors in connecon with all such maers.

7. The Subscriber acknowledges (i) that neither the Company nor any other person makes any representaon or warranty rega

ing any forward-looking statements, projecons or the prospects of the Company, and (ii) that the projecons include (and

implicitly predicated on) a number of nancial forecasts, market judgments, commercial expectaons and regulatory assump

and that no assurance is given that the esmates and assumpons are correct, that the data upon which the esmates and

sumpons are based are valid or that the forecasts, projecons, expectaons, proposals or other prospecve informaon

transpire.

8. The Subscriber realizes that an investment in the Company is speculave in nature and involves a number of risks, includ

without limitaon, those that the Subscriber is aware of from the Subscriber’s and/or the Subscriber’s advisor(s) discussions w

the Company, its representaves or from the Subscriber’s and/or the Subscriber’s advisor(s) own experience. The Subscriber

ognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly specula

and only investors who can aord the loss of their enre investment should consider invesng in the Company; (ii) the Subscr

may not be able to liquidate its investment; (iii) transferability of the Shares may be extremely limited; and (iv) the Subscri

could sustain the loss of its enre investment. The Subscriber further understands and acknowledges that historically the mar

for the securies oered hereunder has been limited and it is ancipated that any market for the resale of such securies willmain limited.

9. The Subscriber recognizes that the Shares have not been approved or disapproved by any governmental or regulatory agen

nor has any such agency passed upon the adequacy of the Subscripon Materials.

10. The Subscriber recognizes that the Company is not obliged to accept this subscripon oer, that the Company has unfee

discreon to accept or reject the subscripon oer in whole or in part and that this subscripon oer will be accepted only by

Company’s execuon hereof. The Subscriber understands that, if all or part of this subscripon oer is rejected, a proporon

amount of the price of Shares tendered herewith will be returned, without interest or deducon. The Subscriber further und

stands that the Company reserves the right to undertake subsequent oerings of its securies on the same terms or alterna

terms.






3. To the extent applicable, the singular will include the plural if there is more than one Subscriber.

4. The Subscriber agrees that the Subscriber may not cancel, terminate or revoke this Subscripon Agreement or any agreem

of the Subscriber made hereunder and that this Subscripon Agreement shall survive the death or disability of the Subscriber

shall be binding upon the Subscriber’s heirs, executors, administrators, successors and assigns.

5. This Subscripon Agreement may be executed in one or more counterparts, each of which shall be deemed an original but a

which together shall constute one and the same instrument. The execuon of this Subscripon Agreement may be by actua

facsimile signature.

6. All noces, oers, acceptance and any other acts under this Subscripon Agreement (except payment) shall be in wring,

shall be suciently given if delivered to the addresses in person, by FedEx or similar courier delivery or by facsimile delivery

follows:

Subscriber: At the address designated on the signature page of this Subscripon Agreement.

Company: Perla Group Internaonal, Inc.

4737 N. Ocean Drive

Fort Lauderdale, Florida 33308

Facsimile number: +1 (954) 903 1965

Email: [email protected]

Aenon: Charles D’Alberto, CEO

or to such other address as any of them, by noce to the others may designate from me to me. The transmission conrma

receipt from the sender’s facsimile machine shall be conclusive evidence of successful facsimile delivery. Time shall be counted

or from, as the case may be, the delivery in person or by mailing.

7. This Subscripon Agreement may not be changed, waived, discharged, or terminated orally but, rather, only by a statemen

wring signed by the party or pares against whom enforcement or the change, waiver, discharge or terminaon is sought.

8. The Subscriber is not entled to cancel, terminate or revoke this Subscripon Agreement.

9. Secon headings herein have been inserted for reference only and shall not be deemed to limit or otherwise aect, in

maer, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscripon Agreement.

10. The representaons, warranes and agreements contained herein shall survive the delivery of, and the payment for

Shares.

11. Specic State Disclosures:

NOTICES REQUIRED BY STATE LAW:

FLORIDA RESIDENTS ONLY

THE SHARES ARE OFFERED UNDER SECTION 517.061 OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, AND HA

NOT BEEN REGISTERED UNDER THAT ACT. IF SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ALL FLORIDA RESIDEN

WILL HAVE THE RIGHT TO VOID THEIR PURCHASE WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE

THE COMPANY OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THIS RIGHT IS COMMUNICATED TO THE SUBSCRIBER,




WHICHEVER OCCURS LATER. THIS NOTICE IS INTENDED TO COMMUNICATE THE AVAILABILITY OF THIS RIGHT. TO ACCOMPL

THIS WITHDRAWAL, IT IS SUFFICIENT FOR THE SUBSCRIBER TO SEND OR FAX A LETTER OR TELEGRAM WITHIN THIS THREE -

PERIOD TO THE COMPANY INDICATING THE SUBSCRIBER’S INTENTION TO WITHDRAW. THE SUBSCRIBER’S LETTER OR TELEGR

MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE THIRD DAY OR RECEIVED WITHIN THE PERIOD ENDING ON T

THIRD DAY. IF THE SUBSCRIBER SENDS A LETTER, THE COMPANY SUGGESTS THE SUBSCRIBER SENDS IT BY CERTIFIED MAIL,

TURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE WHEN IT WAS MAILED. SHOULD THE S

SCRIBER MAKE THE REQUEST ORALLY, THE SUBSCRIBER SHOULD ASK FOR WRITTEN CONFIRMATION THAT ITS REQUEST HAS B

RECEIVED.

ALL STATES

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THE SHARES

OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE SHARES A

SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND SALE AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT AS PERMITTED

DER APPLICABLE LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMM

SION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY. NO REGULATORY AUTHORITY HAS PASSED

ON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING. ANY REPRESENTATION

THE CONTRARY IS UNLAWFUL.

D. Indemnity

The Subscriber agrees to indemnify and hold harmless the Company and its directors, ocers, employees, agents, aliates

representaves from and against all damages, losses, costs and expenses (including aorneys’ fees and expenses) which they m

incur by reason of the Subscriber’s failure to fulll any of the Subscriber’s obligaons under this Subscripon Agreement or by

son of the falsity of any representaon made by the Subscriber herein or in any document or oral statement made or provided

the Subscriber to the Company.




SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Subscripon Agreement on this __________ day of __________ , 20

FOR EXECUTION BY INDIVIDUAL PURCHASERS

Amount of Shares subscribed for: __________ Shares for $______________ ($0.02c per Share).

____________________________ _________________________________

Signature Signature (if joint owner)

____________________________ _________________________________

Print Name Print Name

TYPE OF OWNERSHIP (check one):

__ Individual (one signature required)

__ IRA within the meaning of Secon 408(a) of the Internal Revenue Code

__ Revocable Grantor Trust (please provide trust agreement)

__ Joint Tenants with right of survivorship (both pares must sign)

__ Tenants in Common (both pares must sign)

Please print here the exact name(s) in which the Common Stock is to be registered:




SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Subscripon Agreement on this __________ day of __________ , 20

FOR EXECUTION BY PARTNERSHIP, CORPORATION, TRUST OR PLAN

Amount of Shares subscribed for: ___________ Shares for $__________ ($0.02c per Share).

__________________________________________

Print name of partnership, corporaon, trust or plan

By:_______________________________________

Name: ____________________________________

Title:______________________________________

Signature of person making the investment decision on behalf of the enty

ACCEPTED:

PERLA GROUP INTERNATIONAL, INC.

By: _______________________________________

Name:_____________________________________

Title: ______________________________________

Date:______________________________________




Accredited Investor Suitability Quesonnaire:

THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO PERLA GROUP INTERNATIONAL, INC. (THE “COMPANY”) PRIOR

THE PURCHASE OF SECURITIES FROM THE COMPANY.

INSTRUCTIONS:

If the answer to any queson is “None” or “Not Applicable,” please so state.

Your answers will, at all mes, be kept strictly condenal; however, you agree that the Company may present this Quesonna

to such persons as it deems appropriate in order to ensure that the oer and sale of securies to you will not result in violaon

the exempon from registraon under the Securies Act of 1933, as amended (the “Act”), and the securies laws of certain sta

The representaons contained herein are being relied upon by the Company in connecon with this oering.

(Print or type your responses)

1. Name: _________________________________________________________________

Date of birth or year of organizaon: _________________________________________

2. Home address or, if other than an individual, principal oce address:

_______________________________________________________________________

_______________________________________________________________________

3.* Employer: _____________________________________________________

Nature of business: _____________________________________________________

Posion: _____________________________________________________Nature of dues: _______________________________________________

Business address: _______________________________________________

Business telephone number: _______________________________________________

*This queson is to be answered if the investor is an individual.

4. In the case of any individual investor, I am an Accredited Investor (as dened in Rule 501 of Regulaon D promulgated under

Act) because I cerfy that (check all appropriate descripons that apply):

(a)_____I am a natural person whose individual net worth, or joint net worth with my spouse, exceeds $1,000,000.

(b)_____I am a natural person who had individual income exceeding $200,000 in 2009 and 2010 and I have a

reasonable expectaon of reaching the same income level in 2011.

(c)_____I am a natural person who had joint income with my spouse exceeding $300,000 in 2009 and 2010 and I have

a reasonable expectaon of reaching the same income level in 2011, as dened above.

(d)_____I am a director or execuve ocer of the Company. (Execuve ocer means the president; any vice president

in charge of a principal business unit, division or funcon, such as sales, administraon or nance; or any

other person or persons who perform(s) similar policy-making funcons for the Company).

5. In the case of any partnership, corporaon, trust and other enty investor, the undersigned ceres that (check one):

(a) _____Each equity owner of the investor is an Accredited Investor because:

(i) The equity owner of the investor is a natural person who had an individual income (exclusive of

any income aributable to his or her spouse) in excess of $200,000 (or joint income with that of his

spouse in excess of $300,000) in each of 2009 and 2010 and reasonably and fully expects to have

an individual income in excess of $200,000 (or joint income with that of his spouse in excess of

$300,000) in 2011. “Individual income” is dened in item 4(b) above;

(ii) The equity owner is a natural person who has an “individual net worth” (or who, with his or her




(iii) The equity owner is a director or execuve ocer of the Company;

(iv) The equity owner is either (a) a bank as dened in Secon 3(a)(2) of the Act whether acng in its

individual or duciary capacity; (b) an insurance company as dened in Secon 2(13) of the Act; (c)

an investment company registered under the Investment Company Act of 1940 or a business

development company as dened in Secon 2(a)(48) of that act; (d) a Small Business Administraon

under Secon 301(c) or (d) of the Small Business Investment Act of 1958; or (e) an

employee-benet plan within the meaning of Title I of the Employee Rerement Income Security Act

of 1974, if the investment decision is made by a plan duciary, as dened in Secon 3(21) of such

act, which such plan duciary is either a bank, insurance company, or registered investment adviser,

or if the employee-benet plan has total assets in excess of $5,000,000; or

(v) The equity owner is a private business development company as dened in Secon 202(a)(22) of

the Investment Advisers Act of 1940.

(b)_____That the investor is either (i) a bank as dened in Secon 3(a)(2) of the Act whether acng in its

individual or duciary capacity; (ii) an insurance company as dened in Secon 2(13) of the Act; (iii) an

investment company registered under the Investment Company Act of 1940 or a business

development company as dened in Secon 2(a)(48) of such act; (iv) a Small Business Investment

Company licensed by the U. S. Small Business Administraon under Secon 301(c) or (d) of the Small

Business Investment Act of 1958; or (v) an employee-benet plan within the meaning of the Employee

Rerement Income Security Act of 1974, if the investment decision is made by a plan duciary, as

dened in Secon 3(21) of such act, and the plan duciary is either a bank, insurance company or

registered investment adviser, or if the employee-benet plan has total assets in excess of $5,000,000.

(c)_____That the investor is a private business development company as dened in Secon 202(a)(22) of the

Investment Advisers Act of 1940.

(d)_____That the investor is an organizaon described in Secon 501(c)(3) of the Internal Revenue Code of

1986, as amended, not formed for the specic purpose of the contemplated investment with total

assets exceeding $5,000,000.

(e)_____That the investor is a corporaon, Massachuses or similar business trust or partnership, not formed

for the specic purpose of the contemplated investment, with total assets exceeding $5,000,000.

(f)_____ That the investor is a trust, not formed for the specic purpose of the contemplated investment, with

total assets exceeding $5,000,000 and whose purchase is directed by a “sophiscated person,” as

dened in Rule 506(b)(2)(ii) of Regulaon D.

The undersigned ceres that the foregoing responses are true, complete and accurate to the best of the undersigne

knowledge and belief. The undersigned will provide such further informaon as may be requested by the Company to ve

this response. The undersigned will nofy the Company in wring regarding any material change to this response prior to

closing of the purchase of all securies from the Company. Absent such nocaon, the issuance of securies in the name

the undersigned shall be deemed to be an automac armaon by the undersigned of the truth and accuracy of the sta

ments and informaon set forth above.

____ ___________________________________

Date Type or Print Name of Prospecve Investor

_______________________________________________________________________

Signature of Prospecve Investor or Authorized Signatory of Enty Investor, as applicable

________________________________________________




The Company

PERLA GROUP INTERNATIONAL, INC

4737 N. Ocean Dr, Ft Lauderdale

FL, 33308

USA

Ph: +1 (954) 903 1966

Email: [email protected]

TRANSFER AGENTS

Broadridge Investor Communicaon Soluons, INC.

51 Mercedes Way,

Edgewood NY, 11717

Telephone 877 830 4936

Email – [email protected]

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Documents

Perla Group International PERL.pk Private Placement Offering