Las Rocas Resort — Baja Ventures Group

Regulation D Rule 506(c) Disclosure

Las Rocas Resort · Baja Ventures Group Limited

Use of Funds — $300,000 Seed Raise

Corporate formation & legal (HK/MX/US)$45,000
Reg D 506(c) filing & compliance$25,000
Fundraising platform & investor portal$35,000
Marketing & investor outreach$50,000
Accounting & reporting systems$20,000
Working capital & admin reserves$75,000
Contingency$50,000

TOTAL$300,000

This seed capital is for initial corporate and infrastructure build-out ONLY — not for project-related purchases. It establishes the fundraising infrastructure to raise subsequent project capex.

Las Rocas Resort Project Capex

Acquisition$9,000,000
Renovation & expansion$3,000,000

TOTAL PROJECT FUNDING$12,000,000

Risk Factors

This investment involves significant risk. Investors may lose their entire investment.
The $300,000 seed raise does not guarantee successful fundraising for Las Rocas project capex.
Project capex of $12,000,000 is an estimate and may increase.
Acquisition is subject to seller acceptance and escrow completion — no guarantee of closing.
Cross-border real estate operations subject to Mexican and US regulatory changes.
Resort hospitality industry subject to economic downturns and tourism fluctuations.
Renovation costs and timelines are estimates — construction may exceed budget.
Assisted living and memory care conversion requires additional regulatory approvals.
No guaranteed ROI. Projected returns are estimates, not guarantees.
Liquidity is limited — no public market exists for these securities.
Key person risk — success depends on existing staff retention and PGVL management.
Currency exchange risk between USD and MXN.
Environmental and structural risks associated with coastal property.