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4 OFFERINGS | 4 REGISTERED USERS | 2 USERS ONLINE | Jun 27, 2019 05:49:29
Questrust Ventures Inc
Offering type: Private Offering
Highest bidder: Bidder 1
Number of Shares Offered: 3000000
Seller location: United States
Ends within: closed
# of bids: 1 (View history)
Offering Price: 10.00 USD
Current Bid: 10.00 USD
Shipping fee: Free
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Offering Description

Questrust Ventures Inc.
A Delaware Corporation
Corporate Headquarters:
PTY 53006, 2250 NW 114th Ave Unit 1P
Miami FL, 33172
Telephone: (310)-894-9854
http://www.questrust.com
E-mail: CEO@questrust.com

 

Questrust Ventures Inc.

PRIVATE PLACEMENT MEMORANDUM

~

CONFIDENTIALITY STATEMENT

and

NON-DISCLOSURE AGREEMENT

The following QUESTRUST VENTURES INC., PRIVATE PLACEMENT MEMORANDUM contains confidential, proprietary and trade secret information. It is intended solely for the use of PROVIDING INFORMATION to prospective family, friends, business associates, clients, potential clients, investors, bankers and potential business affiliates or partners of QUESTRUST VENTURES INC., in connection with their consideration of the pending offer of “QUESTRUST VENTURES INC. - COMMON STOCK.” Nothing in such QUESTRUST VENTURES INC’s, PRIVATE PLACEMENT MEMORANDUM is to be copied, distributed, disclosed or utilized for any purpose other than the foregoing, without the prior written consent of a member of QUESTRUST VENTURES’s Executive Management Team, consisting of, but not limited to, our CEO, President, CFO, CTO or COO.

 

CONFIDENTIAL

PRIVATE PLACEMENT MEMORANDUM

“Preparation Date”: March 21, 2018

__________________

AUTHORIZED:

100,000,000 Shares Common Stock

_________________

OFFERED:

3,000,000 Shares Common Stock

$10.00 Per Share
$30,000,000.00

__________________

Questrust Ventures Inc. A Ventures Company Focused on Building and Deploying Infrastructure & Entertainment Projects on a Global Basis/ Questrust Ventures was established to take advantage of the New Global Media Boom which is taking place right now.

At Present Questrust has Acquired the iAstra Broadcasting Network , a Media Company built from inception by Alex Thorn now with Servers on 5 Continents engineered to Broadcast Live and Recorded Media to a Global Audience completely optimized for the newest and biggest “Mobile Phone Market”.

The Mobile phone Market is by far the biggest market for consuming all kinds of Entertainment with users connected around the world. The iAstra Broadcasting infrastructure is optimized for this market.

The iAstra infrastructure is now being expanded with Production Studios in Strategic Locations around the World to create the fastest and most robust Broadcasting / Distribution Network on the Planet.

Currently iAstra has operations in North America, Europe, Africa and South America with new installations being put in place in Asia, The UAE, Australia with plans to Establish relationships in Russia.

This will make iAstra the largest distribution company in the world very very quickly.

iAstra has gone even one step farther and has developed all the end user websites where people will  consume the entertainment broadcast by the iAstra infrastructure. It is our plan to spin off each of these  websites into their own corporate entities once they are strong enough to stand on their own.

Listing each f these “spinoffs” into their own public companies will make Quesrust a Global Entertainment
Conglomerate which rivales that of Disney, Universal and Google where Questrust will have its own  Production studios around the world creating 100% of our own content in each region.

iAstra has already made an investment in domain names for this specific purpose to launch Websites in each “Territory” as follows and will grow the iAstra Network with a aggressive “Licensing Model” making it possible to launch in all regions simultaneously.

Global Expansion Licensing plan with these new territories:
Iastralive.com
Iastranews.com
Iastratv.com
Iastrabroadcasting.com
ieurope.info
Iastra.co
Iastra.co.uk
iasia.co
iaus.co
isaudiarabia.co
isouthamerica.co
Iswitzerland.co
Ibrazil.co
ihongkong.co
iuae.co
icanadian.co
inigeria.co
Iastra.co.ke
iafrica.info
iastraasia.info


iAstra's Existing Network Destinations
Each of these Destinations can be Spun-off into an entity of their own.
www.iastra.net  
Www.questrust.com
Www.iastralive.com
Www.iastranews.com
Www.iastrabroadcasting.com
Www.ifilmfeatures.com
Www.uRockMe.tv
Www.iastraTV.com
Www.iastra.co
Www.iSouthAmerica.co
Www.iEurope.info
Www.GuerillaStudios.net
Www.Directorsreel.net
Www.paidplayer.net
Www.BigCityLive.net
Www.iCollegeClass.com
Www.EquityBuyers.net
Www.iAfrica.info
Www.iAstra.co.ke
Www.a4pawards.org
And others.

All of the iAstra Network websites where people will consume the iAstra Content and Movies are already getting a lot of traffic, to date we have had over 200 million webhits and have streamed over 10 million movies without interuption.

These traffic statistics now put iAstra in a position to begin generating immediate and very substantial  revenues by selling our huge Advertising Inventory in the same way that youtube and facebook are doing. The iAstra revenue model also involves Subscription base revenues in the same way that Netflix does.

Questrust now owns all of the above websites.

We now have major Technology Giants coming to assist us in our Global Expansion program such as Oracle and Dell to provide us the state of the art hardware and software.

To Date Questrust is owned and built by Alex Thorn who has built the entire Network and Infrastructure using 100% his own money. Questrust has not yet sold a single share to anyone and is 100% owned by Alex Thorn, so our Capital Structure is as clean and uncomplicated as it gets.

So far Alex has invested over $5 million in time and money to built the entire network.

Its is now our goal to now raise a Second round, Alex being the Sole Capital provider in the first Seed round.

The proceeds of the Raise will be used to hire staff and is considered “Growth Capital”.


To view the use of Proceeds please see “Use of Proceeds” attached as Appendix 1.

Appendix 1
Use of Proceeds
Questrust Ventures Inc. Use of Proceeds
Summary Use of Proceeds:
GROSS OFFERING AMOUNT $30,000,000.00
LESS ESTIMATED OFFERING EXPENSES $3,000,000.00
NET PROCEEDS $27,000,000.00

TOTAL CAPITAL EXPENDISTURES PER LOCATION MONTHLY $121,000.00
STAFFING TECHNICAL DESIGNERS / PRODUCTION STAFF (MONTHLY) $35,000.00
MANAGEMENT SALARIES (MONTHLY) $75,000.00
ON AIR PERSONALITIES (MONTHLY) $100,000.00
ADMINISTRATIVE (MONTHLY) $50,000.00
SALES STAFF SALARIES, NOT INCLUDING COMMISSIONS (MONTHLY) $25,000.00
TOTAL STAFFING PER LOCATION PER MONTH $285,000.00
PROFESSIONAL SERVICES LEGAL, AUDITORS / ACCOUNTING EXPENSES INCLUDED $100,000.00
MARKETING (MONTHLY) $25,000.00
TOTAL PROFESSIONAL SERVICES $125,000.00
WORKING CAPITAL $26,059,000.00

ESTIMATED USE OF PROCEEDS

The company estimates that the net proceeds it receives from this Offering, $27,000,000.00 and selling costs of up to $3,000,000.00.

The Company intends to use these proceeds to pay expenses for registration of the Company's Shares with the SEC (Legal and Accounting Expenses), as well as to provide working capital for opening strategically located offices within the U.S. and in countries outside the U.S., as we expand our businesses and globally deploy our services, to pay salaries and other operational expenses. The accompanying table shows expected uses of proceeds, if the maximum number of Shares are sold, which at present is 3,000,000 shares.

The Company anticipates that proceeds from the Offering, combined with current working capital and  operating revenue, will be sufficient to allow the Company to continue in business for the foreseeable future. If significantly less than the maximum funding is received in this Offering, management believes that it may still have sufficient funding to continue operations for the immediate future, although the Company will be required to reduce the rate at which it expands its business.

This funding received will be considered “Growth Capital” as Iastra Developments S.A. Paid for the completed
development of the Iastra Broadcasting Platform using their own cash prior to selling the platform to The Company.

The company at present has no debt.

The Company intends to use all available technology and capital expenditures to accelerate the global  expansion of its business, including, but not limited to hiring additional, but strategic personnel and to
complete and then expand Questrust Ventures Incs'. holdings, our asset base and and geographic  diversification. Other major capital expenditures may include an upgrade of infrastructure, building
improvements, micro-loans, low cost housing projects, investments in businesses to stimulate markets and the possible acquisition of other Companies and new technology, where it makes the most sense and is strategic to our continued growth and global expansion and with the approval of our management.

Several strategic buyout candidates have been identified and discussions may be extended between them and the Company in the future and from both Government and Private institutions.

In addition, working capital may be spent on direct and indirect expenses related to the global expansion of the Company’s business. 

The anticipated offering expenses of the Company will consist of legal and accounting expenses, SEC registration and “Blue Sky” fees, insurance, printing costs, document delivery costs, order fulfillment, transfer agent fees, and similar costs.

If the Company determines that the use of proceeds described above is inadvisable or impractical, the  Company may use some or all of the Offering proceeds as determined by management under circumstances existing at such time, which may vary significantly, based on a number of factors, many of which are difficult to predict.

Such factors may include changes in future revenue, economic instability or the perception thereof, technology advancements, new and or current competition, and unanticipated business opportunities or strategic relationships and alliances with third parties as well as co-partners. Further, the Company reserves the right to vary the use of proceeds according to the actual amount raised and the timing. The Company intends to advise investors of any material changes in the periodic reports the Company makes to the shareholders.

The Company may invest in or acquire an early-stage company(s) offering supplementary or complementary services and which would be expected to provide a reasonable return on investment.

The Company may continue to evaluate potential acquisition opportunities and or partners. Pending
any or all the above uses of capital, the Company intends to invest the net proceeds of this Offering in
short-term, investment-grade, and interest-bearing securities.

THIS INVESTMENT INVOLVES SIGNIFICANT RISKS. (SEE RISK FACTORS). THESE SECURITIES HAVE NOT YET BEEN APPROVED, DISAPPROVED OR REGISTERED BY/WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Questrust Ventures Inc.
Number of Shares: 3,000,000 Shares
Price: $10.00 per Share
Total Capitalization: $30,000,000.00

  1. There is no minimum capitalization required by the Company and therefore, no escrow will be established for subscription funds. Subscription funds may be deposited by the Company directly into its operating account for uses as described in this Memorandum. (See “Terms of the Placement).”

  2. The Shares are being offered via a global network of Banks, Investment Firms, Humanitarian Funds, Institutional Investors and Broker Dealers on a best-efforts basis, by independent referral sources, Banking Community member firms and possibly by other Venture Capital Companies. As of the date of this Memorandum, the Company has not entered into selling agreements with any brokers/dealers to date. Finder’s fees may be paid to finders in permissible jurisdictions and to broker/dealers who refer investors to the Company who will sell Shares in their respective capacities as an officer, director or employee of the Company. Select Principals, Officers, Directors, and Employees of the Company may be paid selling commissions. The Company may indemnify participating broker/dealers with respect to disclosures made in this Memorandum. The Company anticipates that most of the Shares sold will be sold by Banks and Investment Dealers. See “Plan of Distribution.”

  3. The amounts shown are before deducting organization and offering costs to the Company, which may include legal, accounting, printing, due diligence, consulting, marketing, referral, and other costs incurred in the offering of the Shares. See “Estimated use of Proceeds” and Plan of Distribution”.

  4. The Shares are only being offered and sold to those persons, accredited investors and qualified institutions that meet the net income and net worth requirements described in this memorandum and as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1993, as amended.. See “Term of the Placement---Investor Suitability Standards,” as well as to Friends, Family and Business Associates of the Company Directors, Employees and Officers , the Principals of the Company. The Company has the option in its sole discretion to accept less than the minimum investment from a limited number of subscribers.

____________________

THE OFFER AND SALE OF THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE ACT). NO SHARES MAY BE RESOLD, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT WITH RESPECT TO THE SHARES, OR THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION UNDER THE ACT AND IS IN COMPLIANCE WITH THE ACT.

____________________

THIS MEMORANDUM CONTAINS A SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. HOWEVER, THIS IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE COMPLETE. ACCORDINGLY, REFERENCE SHOULD BE MADE TO THE DOCUMENTS REFERRED TO HEREIN, COPIES OF WHICH ARE ATTACHED HERETO OR WILL BE SUPPLIED UPON REQUEST, FOR THE EXACT TERMS OF SUCH DOCUMENTS.

____________________

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

____________________

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICTIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS, OR AFFILIATES, AS INVESTMENT, LEGAL, OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT, AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, AND OTHER RELATED MATTERS CONCERNING HIS INVESTMENT.

____________________

THE PRIVATE PLACEMENT OF THESE SECURITIES IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION AVAILABLE IN RULE 506 OF REGULATION D PROMULGATED UNDER SECTION 4(2) OF THE ACT. AS A CONSEQUENCE, THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE UPON THE APPLICABLE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS PURSUANT TO SECTION 18(b)(4)(D) OF THE ACT.

STATE NOTICE REQUIREMENTS NOTICE REQUIREMENTS IN STATES WHERE SHARES MAY BE SOLD ARE AS FOLLOWS:

  1. FOR ARIZONA RESIDENTS: THE SECURITIES OFFRED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ARIZONA, AS AMENDED, AND ARE OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S SECTION 44-1844 (1). THE SECURITIES CANNOT BE RESOLD UNLESS REGISTERED UNDER THE ACT OR PURSUANT TO AN EXMEMPTION FROM REGISTRATION.

  2. FOR CALIFORNIA RESIDENTS: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND IS BEING MADE PURSUANT TO THE EXEMPTION FROM QUALIFICATION AVAILABLE IN SECTION 25102 (f) OF THE CALIFORNIA CORPORATIONS CODE FOR PRIVATE PLACEMENTS.

  3. FOR COLORADO RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, BY REASONS OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENITTY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

4. FOR CONNECTICUT RESIDENTS: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN

REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT GENERAL STATUTES, THE UNIFORM SECURITIES ACT, AS AMENDED, AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SECTION 36-485 OR ANY OTHER SECTION OF SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 36- 490 OF SUCH ACT IS AVAILABLE.

5. FOR FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF SECURITIES HEREIN HAS THE RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, TO WITHDRAW HIS SUBSCRIPTION FOR SUCH PURCHASE AND RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN MADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT ITS ADDRESS SET FORTH IN THE TEXT OF THIS MEMORANDUM, INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINES DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE TO THE COMPANY AT THE NUMBER LISTED IN THE TEXT OF THIS MEMORANDUM) A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE EQUESTED.
 

6. FOR GEORGIA RESIDENTS: THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE “GEORGIA SECURITIES ACT OF 1973”, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
 

7. FOR MARYLAND RESIDENTS: THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF MARYLAND PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE DIVISION OF SECURITIES OF THE DEPARTMENT OF LAW OF MARYLAND. NEITHER THE DIVISION OF SECURITIES NOR THE MARYLAND BANK COMMISSIONER HAS PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 

8. FOR MASSACHUSETTS RESIDENTS: THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF MASSACHUSETTS, AS AMENDED, AND ARE OFFERED IN RELIANCE ON AN EXEMPTION FROM REGISTRATION IN SAID ACT. THESE SECURITIES CANNOT BE RESOLD UNLESS REGISTERED UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.
 

  1. FOR NEW YORK RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES (MARTIN) ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES (MARTIN) ACT, IF SUCH REGISTRATION IS REQUIRED. THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESNATIATION TO THE CONTRARY IS UNLAWFUL.
     

PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
 

  1. FOR MICHIGAN RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 451.701 OF THE MICHIGAN UNIFORM SECURITIES ACT (THE “ACT”) AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF MICHIGAN ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF ANY EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.
     

  2. FOR NEVADA RESIDENTS: THESE SECURITIES AE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE NEVADA SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH ACT.
     

  3. FOR ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
     

  4. FOR OHIO RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE OHIO SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
     

  1. FOR TEXAS RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE TEXAS SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FORM REGISTRATION IS AVAILABLE.

 

15. FOR WASHINGTON RESIDENTS: THESE SHARES ARE NOT REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON AND MAY NOT BE OFFERED OR SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF WASHINGTON) OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS REIGSTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

 

SEE THE SUBSCRIPTION AGREEMENT FOR OTHER STATE NOTICES, IF APPLICABLE.

 

INVESTMENT SUMMARY / DESCRIPTION OF THE BUSINESS

 

The following summary is qualified in its entirety by the more detailed information, including “Risk Factors” and financial statements and notes thereto, appearing elsewhere in this Memorandum. Each prospective investor is urged to read this Memorandum carefully in its entirety, including, but not limited to, the risk factors.

Questrust Ventures Inc. is a Development and Acquisitions Company, a Global Venture Capital Company. We are a full service acquisitions/design/build/manage venture capital company. Questrust will utilize its own self-funding, funding provided by its partners and additionally, a funding network of bankers, brokers, private equity, other venture capital companies, hedge funds, family offices and other financial institutions to complete project funding as required on a project by project basis.

Questrust Ventures Inc., a Delaware corporation, (Questrust Ventures Inc. or the “Company”), hereby offers 1,000,000 shares, (the “Shares”) of the Company's, common stock par value, $.001 per share (“common stock”) that is currently beneficially owned 100% by Iastra Developments S.A. and Principals of the Company.

Questrust First Capitalization Round now being issued at an offering price of $10.00 per Share (the “Offering”). The offering price is a fixed and non-assessable and, or non-negotiable price determined solely by the Management of the Company. The minimum investment in the Company is 1000 Shares ($10,000.00). The Shares are only being offered to those persons who meet the net income and net worth requirements described in this memorandum. See “Terms of the Placement - Investor Suitability Standards,” as well as to Friends, Family and Business Associates of Iastra Developments S.A. (The Builder and Seller of the Iastra Broadcasting Platform) as well as Directors, Employees and Officers , the Principals of Iastra and Questrust hereinafter jointly referred to as “the Company”.

At present there is no public market for the Shares of the Company. The Company has formally engaged the law offices of The Doney Law Firm, Mr. Scott P. Doney, Esq. and has begun the process to register the Shares with the SEC and at some future date, in preparations to list the Shares for trading on a USA Public Stock Exchange, in conjunction with this Limited Private Offering, which is being made to satisfy the minimum shareholder requirement for listing the Shares. There is no assurance when this will be completed, but it is already underway. An investment in the Shares should only be considered by persons able to bear the economic risk of the investment for an indefinite period, these investors are commonly referred to as “Accredited Investors” and “Qualified Investment Firms”.

The Company’s principal business development and primary growth objectives

Iastra Developments S.A. (the builder and seller of the Iastra Broadcasting Platform). a Panama based real estate development and investment company led by an experienced management team with proven success in Technology Development & Management, Alternative Energy, Real Estate Development & Management and Financial Services & Management.

As Questrust Ventures Inc. has completed the Acquisition of the Iastra Broadcasting Platform on February 07, 2017, from Iastra Developments S.A., we will be working together with strategic affiliates and, or partners to bring our solutions to a very broad global audience. Within our business plans and models, we will introduce our (CDN) “content management” and “content delivery solutions”, which make up Iastra’s web-based purpose driven communities, all of which are presently live and operating within their own web domains, currently being deployed on a Global Basis to a Global Audience of viewers with a maximum potential reach of every connected person on the planet now over 3.4 billion people.

Iastra Broadcasting Network is a Global Media Content Delivery Network offering everything from movies on demand, music and video streaming, streaming of live events, broadcasting live news over the internet from every corner of the world, in addition to other lines of business all presently for free to its members. It is the company's plan to move to a subscription based service and deployment.

Questrust Ventures Inc. and its wholly-owned subsidiaries, like Iastra Broadcasting Network., can be viewed online on the World Wide Web, the internet located at http://questrust.com, with many notable web communities listed below.

Iastra's Broadcasting Network includes a number of online venues that make up an entire entertainment platform that allows its members to do just about anything technologically possible on the internet today.

In addition, we have other many many more websites and web pages up that have banner space and receiving big traffic.

Iastra is working with partners around the world and signing agreements to license our technology and offerings in their respective countries, but also to host and broadcast their own live events and local news happenings. Iastra has already made licensing ageements for the deployment of “Iastra Dubai”, “Iastra Brazil” to cover the huge South American Market and is speaking with potential partners to license “Iastra China” and other “Territories” where Iastra will have offices that aggregate huge amounts of Local Content to be licensed out to other networks around the world.

Iastra also offers its members the ability to upload all sorts of content AND earn income from it. The company's web platforms aim to provide the benchmark for content-sharing, broadcasting and streaming live over the internet. Iastra also has the unique ability to accept feeds from Satelite and from other Cable Networks including the ability to uplink to satellite from internet and uplink to cable from internet and vice versa giving Iastra the Ultimate Flexibility in Broadcasting over the internet and or via satellite uplink.

As we gain market share, our member following increases and we continue to monetize opportunities, the Company plans to increase staff in several strategic areas of the organization and regions all over the world so the Company can expand and grow our business globally and realize Iastra’s full content delivery and broadcasting and streaming vision and value.

 

THE OFFERING

 

Shares

One share of Common Stock of the Company at a price of $10.00 per Share.

Dividends

No dividends are planned to be issued by the

Company at this time or the immediate future.

Dividends - Non-Cumulative, Discretionary

All dividends, if any, are non-cumulative. Dividends would be declared solely at the discretion of the Board of Directors of the Company.

Liquidation Preference

In the immediate event of a liquidation, Questrust Ventures Inc., Iastra Developments S.A., the insiders presently own 100% of all issued, outstanding and authorized shares of Common Stock, less the Shares of this offering. The Common Stock shareholders would participate equally after Preferred Stock shareholders are paid.

Redemption

The Common Stock will not be redeemable.

Preferred Stock

20 Million Preferred Shares have been authorized and will be issued to Iastra Developments S.A. Preferred shares receive a “Super Voting Priviledge of 1 Preferred share has 20 votes.

Voting Rights

Except where a class vote is required by law, all classes of stock will vote together on all matters submitted to shareholders for their approval or consent.

ESTIMATED USE OF PROCEEDS

The company estimates that the net proceeds it receives from this Offering, $27,000,000.00 and selling costs of up to $3,000,000.00.

The Company intends to use these proceeds to pay expenses for registration of the Company's Shares with the SEC (Legal and Accounting Expenses), as well as to provide working capital for opening strategically located offices within the U.S. and in countries outside the U.S., as we expand our businesses and globally deploy our offerings, to pay salaries and other operational expenses. The accompanying table shows expected uses of proceeds, if the maximum number of Shares are sold, which at present is 3,000,000 Shares.

The timing and exact amounts of operating costs have not been determined at this time. The Company anticipates that proceeds from the Offering, combined with current working capital and operating revenue, will be sufficient to allow the Company to continue in business for the foreseeable future. If significantly less than the maximum funding is received in this Offering, management believes that it may still have sufficient funding to continue operations for the immediate future, although the Company will be required to reduce the rate at which it expands its business.

This funding received will be considered “Growth Capital” as Iastra Developments S.A. Paid for the completed development of the Iastra Broadcasitng Platform using their own cash prior to selling the platform to The Company. The company at present has no debt.

The Company intends to use all available technology and capital expenditures to accelerate the global expansion of its business, including, but not limited to hiring additional, but strategic personnel and to complete and then expand Questrust Ventures Incs'. holdings, our asset base and and geographic diversification. Other major capital expenditures may include an upgrade of infrastructure, building improvements, micro-loans, low cost housing projects, investments in businesses to stimulate markets and the possible acquisition of other Companies and new technology, where it makes the most sense and is strategic to our continued growth and global expansion and with the approval of our management.

Several strategic buyout candidates have been identified and discussions may be extended between them and the Company in the future and from both Government and Private institutions. In addition, working capital may be spent on direct and indirect expenses related to the global expansion of the Company’s business.

The anticipated offering expenses of the Company will consist of legal and accounting expenses, SEC registration and “Blue Sky” fees, insurance, printing costs, document delivery costs, order fulfillment, transfer agent fees, and similar costs.

If the Company determines that the use of proceeds described above is inadvisable or impractical, the Company may use some or all of the Offering proceeds as determined by management under circumstances existing at such time, which may vary significantly, based on a number of factors, many of which are difficult to predict. Such factors may include changes in future revenue, economic instability or the perception thereof, technology advancements, new and, or current competition, and unanticipated business opportunities or strategic relationships and alliances with third parties as well as co-partners.

Further, the Company reserves the right to vary the use of proceeds according to the actual amount raised and the timing. The Company intends to advise investors of any material changes in the periodic reports the Company makes to the shareholders.

The Company may invest in or acquire an early-stage company(s) offering supplementary or complementary services and which would be expected to provide a reasonable return on investment. The Company may continue to evaluate potential acquisition opportunities and, or partners. Pending any or all the above uses of capital, the Company intends to invest the net proceeds of this Offering in short-term, investment-grade, and interest-bearing securities.

To receive a copy of our Private Placement Memorandum Please contact us at:

Questrust Ventures Inc.
A Delaware Corporation
Corporate Headquarters:
PTY 53006, 2250 NW 114th Ave Unit 1P
Miami FL, 33172
Telephone: (310)-894-9854
skype name:
iastrabroadcasting

Additional Information

Country: Palm SpringsUnited States(91647)
Shipping conditions: Seller pays shipping expenses, Will NOT ship internationally
Shipping terms:  There is nothing to ship, this is and Electronic Transaction.

Payment methods: Bank Transfer, Cheque, PayPal
Offering Price: 10.00 USD

Offering started: 12 May, 2018 - 21:38
Offering ends: 12 May, 2019 - 21:38
Offering ID: 2

Listing category: All > Technology > Communications
Second Category: All > Media > Broadcasting