Terms of Service

 

1. General advice on offering securities to qualified investors

The content of this website is not to be understood as an offer to acquire the securities and / or derivatives described on the website. The contents of our website and any courses and ratings that may appear are non-binding and, like other published information, are for informational purposes only.

Also, the information on the following websites in no way constitutes an offer to non-qualified investors.

 

The information contained on the following websites is intended solely for persons in jurisdictions in which publication or access to this website is permitted by law and is not prohibited. Persons affected by such prohibitions are expressly prohibited from using this website.

 

2. No advertising and no public offer

The information published on future websites, presentations, brochures and contracts does not constitute an offer or solicitation to buy or sell securities of Victoria Ventures Group Inc. if such offering, advertising or distribution in any jurisdiction is unlawful. The same applies if the person making the offer or advertising does not have the necessary qualifications or if it is inadmissible to make such an offer to certain persons or to submit advertising.

 

The information on this website is published to the best of our knowledge and belief; neither we nor any other person is responsible or liable for any implied or implied warranties as to the accuracy, accuracy or completeness of the information provided.

 

The information on this website does not constitute investment advice, legal advice, tax advice or advice in any other way. Please note that our website (s) may be subject to access restrictions. The restrictions are noted in the instructions listed here. We assume no liability for access by unauthorized users.

 

By clicking on any links on this website, you may be able to leave the Victoria Ventures Group Inc. website and access other websites. We have not reviewed any of these websites and assume no responsibility or liability for their content or for information, services and / or products offered on these pages.

 

3. Drawing documents and additional information as a basis for decision-making

In the case of an offer of securities in the context of a private placement based on Rule 506 (c) of Regulation D of the US Securities and Exchange Commission, the issuing companies are almost completely exempted from publication and disclosure requirements. Despite the formal exemption from certain public publications, the company must be able to fully inform an interested investor about its activities and financial condition (for example, about a financial and business plan) as precisely as a company publicly disclosing its securities offers a stock exchange and is not exempted from many publication obligations by the exemptions of Rule 506 (c) of Regulation D of the US Securities and Exchange Commission.

 

Despite all this, Victoria Ventures Group Inc. must also decide for itself which information can be passed on to accredited investors without violating US federal securities laws and obliges Victoria Ventures Group Inc. to provide unaccredited investors with all information fully clarify the activities and the financial situation (for example, a financial and business plan) and disclose all financial accounting details.

 

The financial statements must be certified by an independent tax consultant or certified public accountant. If such a financial statement can only be realized with unreasonable costs or unreasonable costs, the company is not allowed to have the complete balance sheet certified, but only the balance sheet and / or the income statement.

 

The requirements for financial accounting details are subject to the same requirements as for companies issuing their securities under Rule 505. Details can also be found on the US Securities and Exchange Commission’s website at http://www.sec.gov/answers/rule505.htm.

 

If interested, any investor may request the full business plan subscription documentation free of charge from us, the Company, on request at the registered office of Victoria Ventures Group Inc., 1000 5th Street, South Beach Miami, United States, during normal business hours. Telephone: +1 305 340 2375, Email: compliance@vvinc.net.

 

A short overview and a subscription form as the first non-binding information, interested investors can request non-binding, anonymous and free 24 hours a day through our website. The information contained therein should be carefully read by the user before an investment decision is made.

 

4. No investment advice

The information provided on our website does not constitute investment advice or any other recommendation to purchase the products described on the website.

 

5. General Risks of Investing in Unlisted Securities

Securities are usually listed on the regulated or unregulated markets (also known as “Open Market”, “Pink Sheets”, “Bulletin Board” or “Open Market”). Securities trading Both domestically and abroad are handled through banks and stock exchanges, but also through direct online and / or direct telephone trading in equities, warrants, bonds and other non-exchange securities (“OTC”).

 

This means that buyers and sellers can almost always buy and sell their securities at a transparent price.

 

An investment in shares of a company that is not yet listed on a stock exchange and also does not yet participate in an off-exchange trading, therefore inevitably has the consequence that buyers and sellers just not always get transparent buying and / or selling prices for your securities , Instead, an investor may freely transfer his securities after the expiration of any holding period, but must himself (or with the help of a financial broker or other financial intermediary) find a buyer if the investor wishes to invest in the securities of Victoria Ventures Group Inc. to resell.

 

Knowledge of the above-mentioned conditions for trading in non-listed, pre-IPO securities is important not only to professional traders but also to retail investors.

 

6. General risks of a securities investment

First, you have to agree on the term “risk”, because this is a broad term. In the context of equities and securities, this mainly refers to the possibility that the economy and financial markets may fluctuate somewhat. This is called market risk. But it must be remembered that a risk can also be an opportunity to generate a high return at the same time.

market risks

Market risks can generally be divided into two categories: general and company-specific. “General risk” means price changes attributed to general stock market performance. For example, the value of a stock on the stock markets may fall without any change in the economic position of a company.

 

The company-specific risk depends on the company itself. For example, the stock market or the prices of similarly positioned competitors may rise, while certain company-specific news may adversely affect the price of the stock. These include negative events such as high raw material and / or purchase prices, dismissals, deaths in management or strikes. Accordingly, there are also good news, such as good quarterly results, the acquisition of a large order, innovative products and good market prospects. Incidental events within a company affect the volatility of stock prices and can not be predicted.

 

dividend risks

Dividends involve a shareholder in the profits of a company. However, there may be no distribution in the form of dividends. This also happens when even a dividend payout is planned, for example, when a company makes losses or reinvests profits.

 

insolvency risks

Shares represent a commercial interest in a company and not a claim (such as a bearer bond) vis-à-vis the company. All shareholders are therefore co-owners of a company. Simplified, such an investment contains similar opportunities and risks as other direct investments in companies. If the company develops differently than expected, in the worst case it can come to insolvency. After a bankruptcy, it should be noted that shareholder claims are only satisfied if all other creditor claims (employees, suppliers, etc.) are met. An exposure to shares may u.U. for these reasons lead to a total loss of the capital invested.

 

economic risks

Developments in the general economic situation are usually in cycles. A business cycle is multi-annual. The economy goes through high and low phases in terms of unemployment, order situation, purchasing power, interest rates and more.

 

Asset values are influenced by business cycles. A misjudgment of buy or sell orders can lead to impairments at the wrong time. Inflation risks.

 

Inflation is a process in which aggregate demand exceeds supply of goods and services. Therefore, the prices rise and at the same time the money devalues.

 

The risk of this so-called loss of purchasing power can reduce the real value of the investment and the real income generated.

 

Country and transfer risks

Investments in other countries are subject to country-specific conditions. Country risk is the risk that, due to country-specific developments or restrictions, a stock corporation may not be able to make dividend payments, interest payments and principal payments at all or only belatedly. The economic or political instability of a country also influences the risk. There are no hedging options against these dangers unless you do not invest there.

 

volatility

The volatility of a security measures the relative volatility of the security price and is a measure of the market price risk of a security. The higher the volatility of a security, the riskier it is. Volatility is usually measured at a specific maturity (for example, 30 days, 60 days, 200 days, etc.). A volatility of 20%, for example, suggests that the price of a security has fluctuated between 80% and 120% of the current market value over the term.

 

However, the volatilities refer to historical prices and are not readily transferable to the future. For this reason, volatilities from options (implied volatilities) are often used to estimate the expected future fluctuation range.

 

currency risk

If the shareholder owns investments in foreign currency, they are subject to currency risk. Unfavorable exchange rates reduce the value of the investment. Exchange rates can also have a positive effect on this value.

 

liquidity risk

In certain situations, stocks must be able to sell immediately. Sometimes price reductions have to be accepted to sell the shares. Under certain circumstances, even this does not help: the stock can not be liquid (for money) – the liquidity risk occurs.

 

In order to defuse the liquidity risk, there are so-called market makers on the stock exchanges, whose task it is to secure continuous daily bid and ask prices, that is, to provide prices for which the stock would be bought. But here, too – depending on the nature of the obligation – it can lead to illiquidity.

 

Tax risks

A change in tax legislation can negatively impact returns and price gains.

 

Risks in credit-financed securities purchases

As an investor, you have the option of receiving liquid funds through the lending of the securities account. The amount of the loan granted depends on the type of securities and their mortgage lending limit. The liquid funds thus obtained can be reinvested. The secured (loaned) shares serve as collateral for the loan.

 

If the value of the loaned share develops negatively, so-called “margin calls” can occur. This occurs when the value of the loaned shares is less than the loan. For margin calls, the lender (bank) requires additional collateral in the form of cash or other securities. If this can not be done, the bank is in the worst case forced to sell the stocks.

 

additional costs

For securities transactions, various fees must be paid: fees incurred on purchase and sale (brokerage fees), custody fees and other fees. Certain assets, such as funds, include ongoing charges (for example, an annual management fee).

 

These costs reduce the yield. More information about the brokerage fee, federal stamp duty and exchange fee under securities transactions.

 

7. Sale of securities in accordance with Rule 506 (c) of Regulation D of the US Securities and Exchange Commission SEC

The content on this site does not constitute an offer to sell or solicitation to buy or subscribe for securities. Subscriptions are made solely by and on the basis of Rule 506 (c) of Regulation D of the Securities and Exchange Commission http://www.sec.gov/answers/rule506.htm.

 

This regulation governs the exemptions and exemptions of small and medium sized companies in raising capital under certain provisions of the Securities Act. Rule 506 of Regulation D exempts relevant companies from the requirements of Section 4 (a) (2) of the Securities Act and allows these companies to acquire an unlimited amount of capital, if necessary to advertise and still declare the capital raising measure as private placements can. This greatly simplifies the capital raising activities of small and medium-sized enterprises and allows you to perform certain processes that would otherwise require more regulation and more complex and therefore more expensive monitoring.

 

Under Rule 506 (c), a company may publicly promote its capital measures, but must take reasonable steps to ensure that its investors are accredited investors with extensive experience and capital. In addition, a holding period of at least one year in the case of the purchase of securities in the context of a private placement based on Rule 506 (c) of Regulation D of the US Exchange by an investor must be considered.

 

A company that makes a private placement on the basis of Rule 506 (c) of Regulation D of the US Securities and Exchange Commission, must register them with the SEC. This occurs through the electronic submission of a so-called “Form D” and takes place only after the sale of the first securities. The electronic filing of “Form D” is a brief note that includes the names and addresses of the company’s executives, directors and promoters and some details about the offering. Measured against other private or public placement variants, however, the submitted form contains little other information about the company. Therefore, prior to investing in such an offer, it is always recommended to download a copy of the Form D form submitted by the company from the EDGAR database via http://www.sec.gov/edgar.shtml and to do so check.

 

The contents of this site are not intended to be distributed or distributed, whether directly or indirectly, to the United States of America or the United States of America (including their territories and possessions of any state or district of Columbia) and may not be relied on to “US Persons” (as defined in Regulation S of the US Securities Act of 1933, as amended (the “Securities Act”) or distributed to publications having a general distribution in the United States of America. The contents of this site are not an offer to buy securities in the United States of America. The Securities are not and will not be registered under the Securities Act and may not be sold or offered for sale in the United States of America without prior registration in accordance with the provisions of the Securities Act, as amended or without prior registration, except by way of exception become.

 

If you have further questions or doubts about investing in securities subject to such waivers, we recommend that you consult with your lawyer, tax advisor, financial advisor or banker. In addition, you or your advisers may at any time request further information about such exemptions directly from the US Securities and Exchange Commission:

 

U.S. Securities and Exchange Commission, Office of Investor Education and Advocacy, 100 F Street, NE Washington, DC 20549-0213, Telephone: (800) 732-0330, Fax: (202) 772-9295

 

8. Predictive information

Our website and other informational and marketing materials contain forward-looking statements and information – statements about events that are in the future, not in the past. These forward-looking statements are identifiable by expressions such as “expect,” “will,” “hope,” “anticipate,” “intend,” “plan,” “try,” “believe,” “will,” “seek,” “estimate.” “,” Try “,” predict “or similar terms. Such statements are based on current expectations and certain assumptions of the Victoria Ventures Group Inc. Board of Directors (ie, the CEO and the Board of Directors). However, these statements are therefore subject to a number of risks and uncertainties. A variety of factors, many of which are beyond our control, affect the business, success, business strategy, and results of our business. These factors may cause the actual results, achievements and achievements of Victoria Ventures Group Inc. materially different from the information contained in the forward-looking statements, whether express or implied, as to results, achievements or performance. In particular, we are strongly affected by changes in the general economic and business situation, as these can have a direct impact on processes, customers and suppliers. This can adversely affect the development of our sales, profits and the realization of better capacity utilization as a result of growth.

 

Because of their diversity, not all our businesses are equally affected by changes in the economic environment; There are significant differences in the timing and extent of the impact of such changes. This effect is compounded by the fact that Victoria Ventures Group Inc.. Your activities are global. This means that, if necessary, activities are implemented in countries with low economic growth rates, which may therefore be reduced. are more affected by fluctuations in the global economy. In addition, uncertainties may arise as a result of customer delays or cancellations of orders already placed, or because prices continue to be impacted by the continued adverse market environment than Victoria Ventures Group Inc. and their management are currently expecting it or that functional costs are rising in anticipation of growth that does not go as expected. Other factors that cause a deviation of the result of Victoria Ventures Group Inc. Developments in the financial markets, including fluctuations in interest rates and exchange rates (particularly in relation to the US dollar), commodity prices and stock prices, credit spreads and the value of financial assets in general may be different from the original expectations. However, any changes in interest rates or other assumptions used in the calculation of long-term payments, pensions and / or similar obligations may also adversely affect Victoria Ventures Group Inc.. develop.

 

Increasing volatility in our core markets, further deterioration of capital markets, further blockade of Russian markets, deterioration in the credit environment and / or continued uncertainty in the mortgage markets and potential fluctuations in the future economic performance of the core businesses in which we operate, may also have unexpected effects on our results.

 

There are also other, difficult-to-define risks and uncertainties associated with the divestment of business activities, certain strategic realignments, the development of potential future investments and other potential strategic alliances with partners and / or licensees. It goes without saying that risks in the context of the introduction of competing products or technologies by other companies or the market entry of new competitors must be taken into account as well as possible and difficult to predict changes in the competitive dynamics (especially in developing markets), the risk of new products and services our customer target groups will not be accepted. In addition, the risks associated with, and changes in business strategy, the outcome of pending investigations, pending lawsuits, and the actions that may result from the findings or facts of such investigations, always reflect the potential impact of those investigations and procedures on our current affairs and to consider future business.

 

More detailed information about the Victoria Ventures Group Inc.. related information on private placements, potential risk factors or legal difficulties and currently open and ongoing investigations by the stock exchange regulators may be subject to change. obtained from the US Securities and Exchange Commission. The website of the US Securities and Exchange Commission “SEC” is available at www.sec.gov.

 

Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove to be incorrect, actual results may differ materially from those described in the “forward-looking statements”. Therefore, we at Victoria Ventures Group Inc. Unfortunately, we do not undertake any obligation to update such “forward-looking statements” or to correct them otherwise than anticipated.

 

9. Historical performance

Regrettably, the performance of securities and / or investments in the past is not a reliable indicator of their future performance.

 

10. No guarantee for external content

Although the information contained on our website comes from sources that we consider to be reliable, no guarantee can be given for their accuracy, completeness, timeliness and adequacy. All opinions express our current views and are subject to change without notice.

 

11. Use of the website

 

11.1. Changes to the website

We reserve the right at any time to change this website partially or completely and / or to restrict, suspend or discontinue the operation of this website.

 

11.2. Changes to the Terms of Use

We reserve the right to amend and / or modify these Terms of Use at any time.

 

12. Copyright protection

The design and content of our website are protected by copyright. Please contact us at +1 305 340 2375 if you wish to reproduce excerpts of our website or other content of our publications in any way whatsoever.
 

13. data protection

We respect the privacy of our users and the visitors of this website. We store, process or delete personal data collected when visiting our website in accordance with the applicable legal provisions.

 

14. Security of data communication

Regrettably, we can not guarantee data security for transmission via internet and email. There is a risk that information contained in emails and attachments, including confidential information, may be intercepted or destroyed during transmission, or may be lost.

 

15. Applicable Law and Jurisdiction:

These conditions as well as the place of jurisdiction are subject to USA. Please contact us at +1 305 340 2375 if you have any questions on these topics or seek advice from a trusted lawyer or tax consultant.

 

16. other agreements

Should any provision (or part of a provision) of our Terms and Conditions be or become unlawful, ineffective or unenforceable under any of the laws of any jurisdiction at any time, the legality, effectiveness or enforceability of the remaining provisions (or the rest of this provision) shall remain so Conditions in this or any other legal system are unaffected.

 

17. selling restrictions

The products described on the website may not be freely offered for sale to all groups of people in all countries and are in any case reserved exclusively for the group of persons known as “qualified investors”. The notices that apply to specific products are included in this disclaimer, as well as in other publications of Victoria Ventures Group Inc., on the following websites and in the subscription documents for our company’s securities. Therefore, these notes should always be read carefully by the user. Skilled investors have many years of solid financial experience and sufficient financial resources, making them the best fit for investment in our securities, and not just from the point of view of international regulators.

 

In addition, such “Qualified Investors” (or “Qualified Investors” called) in addition to your own knowledge often also an additional asset managers and fall in addition often in the category of so-called “High-Net-Worth Individuals” -soo Investors with free investment capital of at least € 1 million or so-called ultra-high-net-worth individuals with a free investment capital of at least € 10 million.

 

Having agreed that you have understood all of our guidance in the foregoing and confirm this by clicking on “Acceptors” later in this statement, go to the Institutional Qualified Investors page. Please make sure (for your own protection) that before you proceed, that you actually understand everything, and that in addition to this information, certain legal restrictions apply.

 

In particular, the following restrictions apply:

 

The information on the following web pages contains information about securities that are only available to so-called “Qualified Investors” and that are issued under US law. An accredited natural investor must exceed $ 200,000 in income (or $ 300,000 with a spouse) in each of the past two years and expect it for the current year. Alternatively, a so-called “Qualified Investor” has assets in excess of $ 1 million, either alone or with a spouse. The detailed information as well as illustrative calculation examples can be viewed completely on this website:

 

http://www.sec.gov/answers/accred.htm http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=&SID=8edfd12967d69c024485029d968ee737&r=SECTION&n=17y3.0.1.1.12.0.46.176 https://www.investor.gov/news-alerts/investor-bulletins/investor-bulletin-accredited-investors

 

For our securities certain exemptions of the SEC according to Rule 505 of the regulation “D” apply, which can be viewed here http://www.sec.gov/answers/rule505.htm.

 

There are also indications from other supervisory authorities for such securities. In addition to the instructions of the US authorities, which are binding for the purchase of our securities, we have also allowed us to publish information from other foreign supervisory authorities. Unfortunately, we can not assume any liability for these additional, non-legally relevant information:

 

The Swiss Financial Market Supervisory Authority (FINMA) has published notes on the sale of securities in Switzerland to non-qualified investors, which are published in various languages on the website https://www.finma.ch. The information contained in the following pages is therefore only intended for “qualified investors” within the meaning of Art. 10 CISA domiciled in Switzerland.

As an institutionally qualified investor pursuant to Art. 10 (3) lit. a – d CISA essentially apply:

 

1. supervised financial intermediaries, such as banks, securities dealers, fund management companies and asset managers of collective investment schemes and central banks;
2. supervised insurance facilities;
3. public corporations and pension funds with professional treasury services;
4. Company with a professional treasury;
5. Private individuals with high income and extensive experience in financial investments;

As such, private persons who, in accordance with Art. 10 (3) to CISA and Art. 6 of the Collective Investment Schemes Ordinance (KKV), confirm in writing that they, as qualified investors, comply with the statutory provisions.

 

The German Financial Market Authority BaFin has also published information on qualified investors in Germany, which are available on www.bafin.de in various languages.

 

The information contained in the following pages is therefore only intended for “qualified investors” in the sense of the “Private Placement Memorandum”. Victoria Ventures Group Inc. only accepts subscriptions from well-off, above-average, private and professional investors without being subject to active BaFin supervision.

 

The products described on our website are only offered or sold to other entities subject to legal regulations if permitted by applicable law.

 

Victoria Ventures Group Inc.

Miami

USA