Date:  September 15, 2004 

The Issuer 

Name:                         VISIONQUEST ENTERPRISE GROUP (The “Issuer”)
Head Office:    Suite 805 - 510 West Hastings Street, Vancouver, British Columbia, V6B 1L8
                        Telephone: (604) 689-1818
                        E-mail: info@vqe-group.com / Facsimile: (604) 689-1815 

Currently listed or quoted?      Yes – TSX Venture Exchange under the trading symbol VQE
Reporting Issuer?                    Yes – British Columbia
SEDAR filer?                           Yes 

The Offering                            $250,000

 

Securities offered:	1,250,000 units consisting of 1,250,000 common shares and one common share purchase warrant (the “Units”)
Price Per security:	$0.20 per Unit (determined by the Issuer)
Minimum/Maximum offering:	There is no minimum number of Units that must be sold before the Issuer can close this offering. You may be the only purchaser.
Payment terms:	Cash, bank draft, certified cheque or other negotiable instrument acceptable to the Issuer, with subscription.
Proposed closing date:	The Closing of the sale of securities offered hereunder will take place at such times as are chosen by the Issuer.  The Issuer reserves the right to close the Offering at any time as subscriptions are received.
Tax consequences:	It is not anticipated that there are any material income tax consequences to the subscriber resulting from this Offering.
Selling agent:	None

 Resale Restrictions 

You will be restricted from selling your securities for four months after the date of issue. See Item 10. 

 Purchaser’s rights 

You have two business days to cancel your agreement to purchase these securities.  If there is a misrepresentation in the Offering Memorandum, you have the right to sue either for damages or to cancel this agreement. See item 11. 

NO SECURITIES REGULATORY AUTHORITY HAS ASSESSED THE MERITS OF THESE SECURITIES OR REVIEWED THIS OFFERING MEMORANDUM.  ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THIS IS A RISKY INVESTMENT.  See item 8

 

ITEM 1.                       USE OF PROCEEDS

 1.1       Net Proceeds -The net proceeds of the offering if fully sold will be as follows: 

		Assuming min. offering	Assuming max. offering
A.	Amount to be raised by this offering	$0	$250,000
B.	Selling commissions and fees – Finder’s Fees of up to 10% may be paid with respect to this offering.	$0	$  25,000
C	Estimated offering costs (e.g. legal accounting, accounting, TSX fees)	N/A	$    5,000
D	Net proceeds : D = A-(B+C)	N/A	$220,000

 1.2       Use of Available Funds -  

Description of intended use of net proceeds listed in order of priority	Assuming min. offering	Assuming max. offering
i)  Operations and administrative funding to/through wholly-owned environmental subsidiary World Enviro-Solutions Technology Corp. (“WEST”) supporting proof of concept development of Clear Power Corporation wind power generation technology.	$0	$160,000
ii)  Current trade payable reduction (application to working capital deficiency)	$0	$  60,000

 1.3       Reallocation – The Issuer intends to spend the available funds as stated.  The Issuer will reallocate funds only for sound business reasons. 

 1.4       Working Capital Deficiency, Financing and Liquidity – As at June 30, 2004, the Issuer had a current working capital deficiency of $41,330.  This deficiency is estimated to reach at least $60,000 as at September 30, 2004.  Revenue from product sales generated by the Issuer’s automotive subsidiary, VQ-Speedi Automotive Inc. (which is the Issuer’s only current source of revenue) is not, and is not expected to be in the near future, sufficient to finance the Issuer’s operating expenses and other capital requirements.  Even after this private placement, the Issuer’s unallocated working capital position will not be strong.  The Issuer will still require additional financing to fund both administrative expenses and capital requirements for expansion and business development/acquisition activities.   

On July 27, 2004,  1,064,000 Issuer Units priced at 10 cents per Unit were issued and distributed pursuant to a $106,400 non-brokered private placement accepted for filing by the TSX Venture Exchange July 12, 2004.  Each Unit consisted of 1,064,000 common shares with 1,064,000 non-transferable share purchase warrants exercisable @ 15 cents per share up to July 29, 2005.  The common shares issued and any shares issued on exercise of the warrants are subject to a hold period expiring November 29, 2004.  A finder’s fee equivalent to $2,000 was paid on $20,000 of the proceeds raised.  There were eleven arm’s length subscribers for $101,400 of this private placement and one insider (Issuer director) subscriber for $5,000.  This private placement enabled the Issuer to maintain the working capital deficiency within reasonable limits pending future financing. 

The private placement described in this Offering Memorandum is the second in a planned series of share equity financings, which now may extend over the next 6-9 months into the 2005 RRSP season.  Proceeds of this second private placement will primarily provide operations and administrative funding for/through to subsidiary Clear Wind of Canada Corporation (the newest member of the VisionQuest family of Companies), continuing the first phase developmental program for the industry-redefining wind power generation technology being developed by joint venture partner Clear Power Corporation.  It is planned that the Issuer will endeavor to raise up to an additional $1,150,000 in equity funding during the coming 6-9 months and is continuing in the process of evaluating the Flow-Through, VCC, private placement and prospectus alternatives that are available for the equity funding of this early stage sustainable resource investment opportunity.   

The Issuer is also endeavoring to make arrangements with respect to a number of potential sources of external financing but the Issuer cannot assure that it will be successful in securing financing on a timely enough basis to take advantage of enterprise development opportunities as these opportunities are developed.  This private placement represents the second in what is expected to be a series of private placement financings to fund enterprise development initiatives, including the wind power technology project as well as the retention of third party market making and/or investor relationship management services.  

1.5       Insufficient Proceeds - The proceeds of this Offering will not be sufficient to accomplish all of the Issuers proposed objectives for the next twelve months. This Offering is only the second in a series of financings planned by the Issuer over that period.  The Issuer intends to seek additional funding from supplemental private placements and/or debt financing to complete its business program through the current period.  There is no assurance that this additional and/or alternative financing will be available.

  

ITEM 2.                       INFORMATION ABOUT ISSUER

 2.1       Business Summary 

The Issuer is a publicly traded enterprise management and development corporation.  The core business activity of The Issuer is the identification, screening, valuation, structuring and financing/service facilitation of venture capital investment opportunities, with the ultimate goal of engendering revenue generating investment, partnering and/or operating positions in private early stage, commercializing, turn-around and other select investee business ventures.  This is an ongoing process.  More complete information on the Issuer can be found on the Issuer’s main Website www.vqe-group.com 

The Issuer is currently directing its focus toward commercially exploiting the licensed rights to revolutionary wind energy technology acquired by subsidiary Clear Wind of Canada Corporation.  These initiatives are being advanced in conjunction with joint venture partner Clear Power Corporation, a private Alberta company.  The breakthrough proprietary wind energy technology being developed, from concept to application, bodes to dramatically transform the course of sustainable energy development in Canada, and in due course, the rest of the world. 

Existing Operations: 

The Issuer currently has only one cash-flowing subsidiary under its enterprise umbrella and up to this point, virtually all of The Issuer’s revenue emanates from this source.  This company is VQ-Speedi Automotive Inc. (“VQ-Speedi”).  VQ-Speedi is a wholly owned subsidiary in the Issuer’s umbrella marketing services/resources division under VisionWorks Marketing Corporation.  VQ-Speedi is a full service distributor of top quality automotive fluid flush/exchange shop equipment.  VQ-Speedi is essentially self-supporting but revenue for this division continues to under-perform expectations.  Management is working to increase revenue by bringing more products on stream, as well as increase sales of existing products and even alter/expand the channels of distribution.  However, to date none of management’s efforts have proved effective in halting the slide in sales revenue.   

In On October 6, 2003 the Issuer made a press release announcing that VQ-Speedi had launched a marketing program through VQ-Speedi’s established North American dealer distribution network, for a highly regarded and complete line of professional automotive fluid flush/exchange equipment.  These new products supplement VQ-Speedi’s exclusive distribution of the “Speedi-Bleed” brake flushing and bleeding system and mark the first significant product expansion in recent years in VQ-Speedi’s quest to source and distribute an expanding line of innovative, high quality, leading edge tools and products to the automotive trade.  The addition of the new product line goes to defining VQ-Speedi’s corporate persona as “automotive fluid flush/exchange specialists” and includes coolant flushing, transmission flushing, brake flushing, power steering flushing, as well as fuel system and emissions service equipment.  To date, this expansion in product line has not yielded positive results and no sales have been made of the new products.  Complete information on VQ-Speedi and its growing line of automotive fluid replacement/flushing products can be found on the company’s Website at www.vq-speedi.com.   

New Initiatives (“Green Power Alliance”) – Historical and Updated Perspective: 

 

The Issuer advised by press release October 28, 2003 that it had entered into a Co-operative Resource Pooling and Operating Agreement ("CRPOA")
with Clear Power Corporation ("Clear Power"), a private Alberta Company. The Issuer's move to growth into the field of sustainable energy did not involve a change of buisnesss or issuance of The Issuer's shares and, therefore, as a TSX Venture Exchange exempt transaction did/will not require regulatory approval.

On April 5, 2004 The Issuer announced that all involved parties had executed the licensing and financing agreements ancillary to the CRPOA.  Pursuant to the governing CRPOA, The Issuer and Clear Power combined their respective resources in an exclusive profit sharing joint venture for Canada, to develop and commercially exploit the benefits of Clear Power’s revolutionary wind power generation systems technology, specifically over traditional propeller wind power systems and generally as a natural, efficient, renewable, non-depletable alternative to fossil fuels. 

Launching its quest to become a Canadian leader in renewable wind energy solutions, The Issuer’s wholly owned environmental subsidiary World Enviro-Solutions Technology Corp. (“WEST”), formed Clear Wind of Canada Corporation (“Clear Wind”) as a divisional wind energy subsidiary to commercially advance Clear Power’s renewable energy technology into the Canadian marketplace.  Clear Wind is wholly owned and financed by the Issuer but licensed and operated by Clear Power. 

The comprehensive License Agreement grants Clear Wind: (1) exclusive entitlements for Canada to use, develop, manufacture, cause to be manufactured, operate, market, sell and otherwise commercialize all wind energy and related proprietary and non-proprietary technologies, products and/or processes owned or controlled directly or indirectly by Clear Power as at the date of the License Agreement and acquired or developed by Clear Power or Clear Wind thereafter during the life of the Agreement, including use and exploitation of all inventions, patents and patent applications related thereto; as well as, (2)  specific subordinated manufacturing rights for the United States. 

In consideration of Clear Power entering into the CRPOA with the Issuer, granting the exclusive rights in regard to their breakthrough wind energy technology to Clear Wind and operating Clear Wind, Clear Power shall receive an ongoing 50% Net Profit Interest in Clear Wind on an earn-out basis for the life of the License.  The License period is 21 years or until six months subsequent to the expiry date of the last associated patents.  Under the terms of a two-year Secured Loan Agreement, the Issuer subsidiary WEST has made available to Clear Power, a $975,000 collateralized borrowing facility.  The financing arrangement will provide early-stage developmental funding for the wind power generation technology licensed to WEST subsidiary, Clear Wind.  As at the date of this report there had been $50,000 advanced under this loan facility. 

On May 31, 2004, The Issuer formally announced that Mr. Stephan Venczel had been appointed as Director of Operations for Clear Wind.  Mr. Venczel is the President, director and principal shareholder of Alberta-based, Clear Power Corporation.  The Issuer regards Mr. Venczel as a champion of innovation.  He is and will be a key person in the success or failure of this venture.  Mr. Venczel’s entrepreneurial boldness, social consciousness, creative vitality and symbiotic commitment to both Clear Wind and Clear Power, are expected to contribute significantly toward The Issuer achieving its objectives of not only becoming a leading Canadian Independent Energy Producer but also Canada’s #1 manufacturer of wind energy equipment.  It is anticipated that Mr. Venczel’s vision, experience and initiative will provide immense long-term value to The Issuer shareholders. 

 Latest Business Developments 

On September 14, 2004 the Issuer announced that subsidiary Clear Wind had received a positive preliminary independent engineering evaluation of proprietary “Speedball” wind energy technology licensed from joint venture partner Clear Power. The professional engineering evaluation was conducted by Loken Engineering Services of Saskatoon (“Loken”) in consultation with the fluid/hydrodynamics department at the University of Saskatchewan.  Loken’s preliminary evaluation concluded that: “Clear Power appears to be offering a unique method of harnessing wind power for electrical generation using well-established scientific principles in a novel combination”.   

The Speedball wind turbine series was designed for non-wind farm, off-grid, agricultural, commercial and industrial applications calling for cost efficient turbines, scaleable in cost, size and corresponding electrical turbine output ratings in the 10 - 500 kilowatt-hour range.  The preliminary analysis and evaluation of the Speedball technology using specialized parametric computer assisted design and analysis (“CAD”) software, was undertaken as part of an ongoing engineering and evaluation program involving all of Clear Power’s unique wind power turbine and engine systems.  This breakthrough wind power generation technology is being engineered to economically supply enhanced electricity output at significantly less cost than the traditional tri-blade propeller wind power systems. 

The basic Speedball wind turbine was evaluated by Loken specifically to verify the technology’s scientific foundation for accomplishing the task of converting wind energy to electrical energy.  The issue of economic feasibility based on detailed engineering and prototype performance and evaluation will be addressed as the development program for this superior wind energy technology and its associated cost savings progresses.  The basic Speedball uses a ducted fan system employing a highly efficient dual stage turbine blade and wind acceleration configuration to harness the energy from the wind that is captured by the ducted fan opening.  The ducted opening is designed to redirect the wind entering the turbine to the fan blades to generate a larger torque due to moment arm advantage as well as increase the velocity of the wind striking the blades.  The multi-faceted efficiency factors designed into the Speedball lead to greater more cost effective energy recovery. 

Future work on the innovative Speedball series of wind turbines will include more detailed engineering and analysis of the distinctive ducted fan/wind energy system to determine the full range of various operating and performance characteristics and capabilities. Establishing optimum operating ranges will in turn facilitate determination of overall operating efficiencies and energy output ratings along with a more comprehensive understanding of the expected interacting physical forces.  This maximum efficiency and effectiveness determination process for this superior technology will enable even more refinements in machine design for the purposes of cost evaluation, wind tunnel testing and field application.  

Enterprise Development Activity Summary 

Other than the aforementioned alternative energy project, there are no new enterprise development activities being considered by the Issuer at the present time.  In the normal course of business, the Issuer will continue its search for and consideration of enterprises of both social and commercial merit providing opportunities which are consistent with The Issuer’s enterprise partnering and development objectives and which can be commercially advanced by the Issuer’s involvement.  However, due to limitations in regard to financial and other resources, it is not expected that the Issuer would be in a position to proceed for an indeterminate time with new external enterprise development proposals, beyond current commitments toward becoming a preeminent independent Canadian energy producer. 

 2.2       Existing Documents Incorporated by Reference 

Information in the documents listed in the table below has been incorporated by reference into this Offering Memorandum from documents filed with the securities regulatory authorities in Canada.  The documents incorporated by reference are available for viewing on the SEDAR website at www.sedar.com.  In addition, copies of the documents may be obtained on request without charge from Suite 805 – 510 West Hastings Street, Vancouver, British Columbia, V6B 1L8 (contact Gary Ciccozzi-President) 

Documents listed in the Table and information provided in those documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement in this Offering Memorandum or in any other subsequently filed document that is also incorporated by reference in this Offering Memorandum. 

Description of Document	Date of Document / SEDAR Filing
Press Release – Validation of “Speed-Ball” Wind Energy Technology Science	September 14, 2004
BC Form 51-102F1 – Management Discussion and Analysis	August 27, 2004 / August 31, 2004
Interim Consolidated Financial Statements and Notes – June 30, 2004	August 27, 2004 / August 31, 2004
Press Release – Private Placement Share Issuance	August 6, 2004
BC Form 51-102F1 – Management Discussion and Analysis – March 31/ 2004	May 31, 2004 / June 4, 2004
Interim Consolidated Financial Statements and Notes – March 31/ 2004	May 31, 2004 / June 4, 2004
Annual Information Circular (December 31, 2003)	May 21, 2004 / June 1, 2004
Press Release – Issuer subsidiary Clear Wind of Canada Corporation Appoints                               Stephan Venczel as Director of Operations.	May 5, 2004
Press Release – Licensing and Financing Agreements signed with Clear Power                               Corporation.	April 5, 2004
BC Form 51-901F/Schedule A. – Audited Annual Consolidated Financial Statements (December 31, 2003)	March 26, 2004 / March 30, 2004
BC Form 51-901F/Schedule B & C – Notes to Consolidated Financial Statements (December 31, 2003) and Management Discussion	March 26, 2004 / March 30, 2004
Press Release – Issuer Chooses Beloud Management Consultants Ltd. as                                Market-Maker	March 9, 2004
Press Release – Launch of 2004 Wind Energy Program	February 20, 2004
Press Release – Share Issuance / Shares For Debt	December 8, 2003
Material Change Report	December 8, 2003
BC Form 51-901F/Schedule A. - Interim Consolidated Financial Statements (September 30, 2003)	Nov. 27, 2003 / Dec. 1, 2003
BC Form 51-901F/Schedule B & C – Notes to Consolidated Financial Statements (September 30, 2003) and Management Discussion	Nov. 27, 2003 / Dec. 1, 2003
Press Release – Issuer enters into Green Power Alliance with Clear Power Corporation	Oct. 28, 2003
Press Release – VQ-Speedi Automotive Launches Distribution of New Products	Oct. 6, 2003
BC Form 51-901F/Schedule A. – Audited Annual Consolidated Financial Statements (December 31, 2002)	May 12, 2003 / May 15, 2003
BC Form 51-901F/Schedule B & C – Notes to Consolidated Financial Statements (December 31, 2002) and Management Discussion	May 12, 2003 / May 15, 2003
Annual Information Circular (December 31, 2002)	May 12, 2003 / May 15, 2003

 2.3       Existing Documents Not Incorporated by Reference 

Other documents available on the SEDAR website (for example, most press releases, take-over bid circulars, prospectuses and rights offering circulars) are not incorporated by reference into this Offering Memorandum unless they are specifically referenced in the table above.  Your rights as described in item 11 of this Offering Memorandum apply only in respect of information contained in this Offering Memorandum and documents or information incorporated by reference. 

 2.4       Existing Information Not Incorporated by reference –  None 

 2.5       Future Documents Not Incorporated by Reference.  Documents filed after the date of this Offering Memorandum are not deemed to be incorporated into this Offering Memorandum.  However, if you subscribe for securities and an event occurs, or there is a change in our business or affairs, that makes the certificate to this Offering Memorandum no longer true, we will provide you with an update of this Offering Memorandum, including a newly updated and signed certificate, and will not accept your subscription until you have re-signed the agreement to purchase the securities.

  

ITEM 3.                       DIRECTORS, MANAGEMENT, PROMOTERS, AND PRINCIPAL HOLDERS

 Re-election of directors – The Issuer’s Annual General Meeting of Members was held June 25, 2004.  The Members passed all Resolutions proposed by management.  The size of the Board of Directors was maintained at four persons.   

The following four persons were re-elected to the Issuer’s Board of Directors:  Gary W. Ciccozzi, B.Comm., M.B.A., (President);  Bruce A. Wilson (Secretary); James N. Gellatly;  and Thomas Cully.   

At the Board of Directors meeting held subsequent to the AGM, the Board re-appointed Bruce Wilson, James Gellatly and Thomas Cully to the Audit Committee.  All four directors will serve on the Issuer’s Enterprise Development Committee for the ensuing year.  Gary Ciccozzi was confirmed as the President and Chief Financial Officer of The Issuer as well as the sole Director & President, of wholly-owned Issuer subsidiaries, VisionWorks Marketing Corporation, World Enviro-Solutions Technology Corp. and VQ Capital House Inc.  Bruce Wilson was confirmed as Secretary of The Issuer as well as Secretary of the aforementioned Issuer subsidiaries. 

 3.1       The following table sets out information about each director, officer and promoter of the Issuer and each person who directly or indirectly beneficially owns or controls 10% or more of any class of voting securities of the Issuer (a “principal holder”) 

Name and municipality of principal residence	Positions held (e.g. director, officer, promoter and/or principal holder) and the date of obtaining that position	Compensation paid by Issuer in the most recently completed financial year	Number, type and percentage of securities of the Issuer beneficially owned or controlled directly or indirectly after completion of $1,250,000 common share offering (2)
Gary Ciccozzi Richmond, B.C.	Director since November, 1996; President and Chief Financial Officer since January, 1997	$30,000 for the financial year ended 12/31/03	1,388,794 common shares being 10.05%   300,000 share purchase options exercisable @ $0.15 per share to May 29, 2006
Bruce Wilson (1) Burnaby, B.C.	Director and Secretary since June, 1993	$29,000 for the financial year ended 12/31/03	109,736 common shares being 0.79%   100,000 share purchase options exercisable @ $0.15 per share to May 29, 2006
James Gellatly (1) Richmond, B.C.	Director since June, 1993	Nil (2003)	157,298 common shares being 1.13%   50,000 share purchase options exercisable @ $0.15 per share to May 29, 2006
Thomas Cully (1) North Vancouver, B.C.	Director since June, 2001	Nil (2003)	48,333 common shares being 0.35%   50,000 share purchase options exercisable @ $0.15 per share to June 29, 2006

(1)        Denotes Audit Committee)

(2)        percentages calculated do not include common shares issuable on the exercise of share purchase options or unexercised warrants.

Additional Management and Director Information 

The following table discloses the principal occupations of our directors and senior officers over the past five years. 

Name

Principal occupation and related experience

Gary Ciccozzi (B. Comm., M.B.A.) President, Chief Financial Officer and Director

History:  Managing principal, Proview Capital Management Associates Inc, 1984 to date; President and Director, Inter-Citic Envirotec Inc. 1987 to 1996.   The overall responsibility for managing, providing, coordinating or arranging for the provision of management, supervisory, and administrative services to the Issuer and its subsidiary and investee enterprises, is vested with a team headed by the Issuer’s Managing Director, Gary W. Ciccozzi.  He is a proven, experienced financial executive with broad expertise in corporate finance and financial managemen