Brio de Agoho Club Resort, Inc.

August 12, 2021 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC ADVISORY Based on reports and information gathered by the Commission, BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. , headed by its President and Chairman of the Board, Ms. Maricel P. Valentin are found to be offering and selling club shares to the public without authority and license from the Commission. Purportedly, BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. are offering and selling their club shares through their "Lifetime Co-ownership Business Model" or "Fractional Ownership" for the amount of Php975,000.00 which are available in different payment options such as Post-Dated Cheques (PDC), Auto Debit, Online Banking (preferred receiving bank is Union Bank), Over-the-Counter, PayMaya/7-Eleven via CLiQQ Payment and Cash Payment (Xavierville Office/Brio de Agoho Office). A down payment of 20% or Php195,000.00 is payable in eight months and the balance of 80% or Php780,000.00 is payable in Twenty Five Months; total share price is Php975,000.00 plus processing Fee of Php20,000.00. As found by the Commission, BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. are enticing the public to avail of their club shares by promising the following privileges to investors: 1. Life-time co ownership. 2. Entitled to use and occupy rooms for Thirty nights (30) per year. 3. Entitled to a share in the Net Room Rental Revenue of Brio de Agoho Club Resort, Inc. at the rate of Forty Percent (40%) . 4. First 80 buyers of each trance will win exciting lifestyle gadgets and gift certificates. 5. One lucky seller will drive home a brand new Toyota Fortuner. Based on the foregoing, the club membership shares or timeshares being offered are in the nature of propriety shares which are securities under Section 3 of the Securities Regulation Code (SRC). Hence, a secondary license to offer securities or Permit to Offer and Sell Proprietary Securities is required before BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. could offer such club membership shares to the public. Further, the scheme of BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. in offering said shares to the public is considered offering of Securities without prior registration in violation of Section 8 of the Securities Regulation Code. As the aforementioned scheme involves the offer and sale of securities to the public, the SRC requires that these securities are duly registered with the Commission and that concerned the entity or its agents have appropriate registration and/or license to sell such securities to the public pursuant to Sections 8 and 28 of the SRC. Records of the Commission show that BRIO DE AGOHO CLUB RESORT, INC. is not registered as a corporation or partnership while AGOHO RESORT AND VILLAS, INC. is registered as a corporation on 02 September 2019 with Company Registration No. CS201914803. However, such registration merely grants juridical personality to the corporation but does not authorize them to issue, sell or offer for sale securities to the public nor undertake business activities requiring a secondary license. In view thereof, the public is hereby advised to exercise caution in dealing with any individual or group of persons offering and selling securities for and on behalf of BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. The public is further advised NOT TO INVEST or STOP INVESTING in the securities being offered by the subject entity or their representatives. Further, those who invite or recruit others to join or invest in such venture or offer securities to the public may occur criminal liability, or otherwise be sanctioned or penalized accordingly as held by the Supreme Court in the case of Securities and Exchange Commission vs. Oudine Santos (G.R. No. 195542, 19 March 2014). Should you have any information regarding the operation of BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. or any securities solicitation activity by any individual or group of individuals representing BRIO DE AGOHO CLUB RESORT, INC./BRIO DE AGOHO/AGOHO RESORT AND VILLAS, INC. , please send your report to the Enforcement and Investor Protection Department at [emailprotected] For the guidance of the public. Pasay City, August 12, 2021.