SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 12-1

REGISTRATION STATEMENT UNDER THE SECURITIES REGULATION CODE

1. SEC Identification Number------CS200904554

2. CALIRAYA RESORT CLUB, INC. doing business under the name and style of

Caliraya Vacation Club International.

(formerly: Caliraya Re-Creation Center & Resort, Inc.)

3. LAGUNA, PHILIPPINES

Province, Country or other jurisdiction of incorporation or organization

4. BIR TAX IDENTIFICATION NO. –------- 007-269-420

5. RESORT PROPERTY DEVELOPMENT

General character of business of registrant

6. Industry Classification Code -----------SEC use only

7. Principal Office Address:

Barangay Lewin

Lumban, Laguna

Telephone No. 632-10-10

8. NOT APPLICABLE

If registrant is a resident of the Philippines, and its principal business is in the

Philippines.

9. Fiscal year is 31 December

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Computation of Registration Fees

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REGISTRATION STATEMENT

CALIRAYA RESORT CLUB, INC. doing business under the name and style of Caliraya Vacation Club

International

(Formerly: Caliraya Re-Creation Center & Resort, Inc.)

*** Issuer/ Registrant ***

For the Offer and sale of

TIMESHARE CERTIFICATES

The Prospectus pertains to the registration of Two Thousand One Hundred Fifteen

(2,115) Timeshare Certificates which shall be directly sold to the public at the minimum offer price of Seventy Nine Thousand and Two Hundred (P79,200.00) pesos each and a maximum offer price of Six Hundred Twenty Thousand (P620,000.00) pesos each. The

Registrant expects to generate gross proceeds in the maximum aggregate amount of Six

Hundred Forty Four million and Three Hundred Ninety Five Thousand and Two Hundred pesos (P644,395,200.00).

Under this registration, the exercise of the occupancy shall be done on a Straight

Availment and Alternate Availment System at the resort at Lumban, Laguna propertyhence, the total offered shares to be issued shall be Two Thousand One Hundred

Fifteen (2,115) Timeshare Certificates. The specific “even” or “odd” years of occupancy will be clearly stated in the timeshare certificates. A comparison of the straight availment and alternate availment system are shown below:

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The amounts are in Philippine Currency. Offer prices are inclusive of VAT.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED

THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS

ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY

IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY

TO THE SECURITIES AND EXCHANGE COMMISSION.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED

WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN

DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND

NO PART OF THE PURCHASE PRICE CAN BE ACCEPTED OR RECEIVED UNTIL THE

REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY SUCH OFFER MAY

BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY

KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE

EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE HERETO INVOLVES NO

OBLIGATION OR COMMITMENT OF ANY KIND. THIS PROSPECTUS SHALL NOT

CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY.

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This Prospectus does not constitute an offer of any securities other than those to which it relates, or an offer to sell or a solicitation of an offer to buy those to which it relates, in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this Prospectus at any time does not imply that the information herein is correct at any time other than as indicated.

The information contained in this Prospectus has been supplied by the Company. The

Company hereby accepts full responsibility for the accuracy of the information given herein and confirms that these facts, the omission or addition of which would make any statement in this Prospectus misleading.

The offering will not be traded in the Stock Exchange, instead the same will be sold over the counter by employees of the Registrant.

The offer of the Securities to the public shall not be underwritten; hence, no underwriter’s fees shall be incurred.

No dividends shall be distributed as the corporation is a non-stock, non-profit entity.

Principal Office Address:

Barangay Lewin, Lumban Laguna

Telephone Number: 632-10-10

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TABLE OF CONTENTS

Page

Summary of Information

1. Brief description of the Corporation’s business

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2. Risks of investing

3. Summary of financial information

Glossary

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Risk Factors and other Information 12

Use of Proceeds

Determination of offer price

Plan of Distribution

Description of Securities to be Registered

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31 Interests of Named Experts and Independent Counsel

Description With Respect To The Registrant

1. Description of Business

2. Description of Property

3. Management’s Discussion and Analysis or Plan of Operation

4. Directors, Executive Officers

5. Executive Compensation

6. Security Ownership of Certain Record and Beneficial Owners

7. Legal Proceedings

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SUMMARY INFORMATION

The Offer

For the registration of Two Thousand One Hundred Fifteen (2,115) Timeshare

Certificates for a Six Hundred Forty Four million and Three Hundred Ninety Five

Thousand and Two Hundred pesos(P644,395,200.00) to be sold to the public in the

Philippines.The timeshare period shall be forty seven (47) weeks, which pertains to the monthsJanuary to December each year. All amounts are inclusive of applicable Tax.

The price per membership certificate is inclusive of the Twenty Thousand Pesos

(P20,000.00) non-refundable processing and administration fee, if in case the client will cancel the purchase agreement within five (5) days from the signing of the contract, he/she will be fully refunded with any amount of the purchase price paid upon signing of the agreement less the Twenty Thousand Pesos (P20,000.00) non-refundable fee. If the down payment for the purchase of the timeshare be less than the P20,000.00 processing fee, the purchaser shall be liable for the balance of the processing fee therefore the right to refund any amount paid shall not apply.

The Company

Caliraya Resort Club, Inc. operating under the name and style of Caliraya Vacation Club

International (formerly: Caliraya Re-creation Center & Resort, Inc.) was originally registered on 16 April 2009 for the primary purpose of fostering, conducting and promoting the social, fraternal, business, athletic and Christian activities among its members with the main objective of engaging in the development, construction, maintenance, management and operation of club houses and other indoor and outdoor sports, and physical fitness facilities, restaurants, dining halls, worship areas, prayer rooms, conference centers and similar facilities; to offer and issue membership shares to the public. Allied to these activities it will offer timeshares to the public over its existing properties as well as those it will develop in the future.

For brevity, the registrant shall consistently carry its Trade Name Caliraya Vacation Club

International in this Prospectus as well as in all flyers and selling materials.

Risks of Investing

Prospective investors should take into consideration the following investment components which may have a direct bearing in a decision to invest enumerated by order of importance:

1. Nature of investment

2. Disasters and natural calamities

3. Political and economic factors

4. Competition

5. No secondary market for time shares

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Summary Financial Information:

Presented herein is the Financial Statements of Caliraya Resort Club, Inc. :

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GLOSSARY

When used in this Prospectus, the following expressions shall have the following meanings:

Accommodation Certificate A document issued to the member after confirmation of the booking request, which shall then be presented to the reception staff upon check in.

Affiliate Resort

Annual Maintenance Levy

Any resort or venue accredited with the

Resort Condominium International

The yearly sum payable by the member including such increases thereof as may be allowed under the Purchase Agreement,

Membership Rules and/or other Rules and

Regulations. The first annual maintenance levy is incorporated in the Purchase Price.

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Assessment

Availment System

The Company / the Corporation

Family

Guests

Guest Certificate

Holiday Ownership or Timeshare

Ownership

Member

Membership Certificate or Holiday

Timeshare Certificate

Any written notification by the Company to any member of dues payable

Straight Availment

A purchaser buys one timeshare unit for the full offer price and for the full period of 30 years.

Alternate Availment

This method affords the purchaser with an option to buy one timeshare unit for a 15 years accommodation which shall be exercised every other year under the “odd” or “even” years category.

The Registrant, Caliraya Resort Club Inc. doing business under the name and style of

Caliraya Vacation Club International.

Parents and their children/wards over whom the member exercises parental/legal guardianship

A member’s family, servants, guests or any person authorized by the member to use an accommodation or any of the amenities offered at the venue.

A document issued should a member opted to assign his accommodation right to others for a given period.

The exclusive right to occupy for a specific week, every year the units as specified in the Purchase Agreement

A person who has been registered by the

Company as holder of the Timeshare

Certificate

A document confirming the registration of a member as holder of a Timeshare

Certificate indicating therein particulars of the ownership.

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Cancellation Period or Cooling Off Period The period within which the purchaser of timeshares may rescind the purchase and receive a refund of the amount of the purchase price paid except for the Twenty

Thousand Pesos (PhP 20,000.00) nonrefundable processing and administration fees. The period may be exercised within five (5) days commencing from the date of signing of the Purchase Agreement only.

Beyond this period, no refund shall be allowed. If the down payment for the purchase of the timeshare be less than the

PhP20,000.00 processing fee, the purchaser shall be liable for the balance of

Purchase Agreement

RCI the processing fee therefore the right to refund any amount paid shall not apply.

A document confirming the purchase by an investor of the timeshare week chosen to enable him to exercise the right of occupancy. This contains the right of security holders and an undertaking that in the event that the project for which the securities are sold is not completed as disclosed, it shall refund all investments of purchasers within five (5) days from written demand

Resorts Condominium International, the

Exchange Provider

RCI Accreditation

RCI Exchange Fee

RCI Membership Fee

Enrollment by the resort owner with the

RCI to enable members to avail of the

Exchange.

Fee paid by a Holiday Timeshare holder in the event that the request for an exchange through the RCI is granted

The fee paid annually by the member to maintain membership with RCI, which is a prerequisite to the usage of the exchange privilege. The first two years’ RCI membership fees are included in the

Purchase Price.

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Venue Rental

Special Owners’ discount price

Amount paid by the registrant for its sales deck

Discounted prices of the membership being

Sales Deck given to buyers on the day they attended the sales presentation

Is the venue used to do the sales presentation in presenting the full concept of membership to prospective members

Timeshare A property with a particular form of ownership or use rights, specifically, one week every year for 30 year membership subject of this registration

RISK FACTORS AND OTHER INFORMATION

GENERAL RISK WARNING

The price of securities can and does fluctuate, and any individual security may experience upward or downward movements and may even become valueless.

There is an inherent risk that losses may be incurred rather than profit made as a result of buying and selling securities.

Past performance is not a guide to future performance.

There is an extra risk of losing money when securities are bought from smaller companies. There may be a big difference between the buying price and the selling price of these securities.

An investor deals in a range of investments each of which may carry a different level of risk.

Prudence Required

The risk disclosure does not purport to disclose all the risks and other significant aspects of investing in securities. An investor should undertake a research and study on the trading of securities before commencing any trading activity. Information may be obtained from the Securities and Exchange Commission where the records are available to the public.

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Professional Advice

Investors should seek professional advice if they do not understand any aspect of the securities to invest in or the nature of the risks involved in trading of securities especially high risk securities.

The following is the list of risks in the order of importance as perceived by the registrant.

1. Nature of Investment

The international exchange facilities for timeshares of resorts affiliated with the

RCI will be done outside the Philippines, and is conditioned on the success of the exchange process, which is neither guaranteed by the Exchange Provider nor by the issuer. A purchaser acquires no proprietary interest in the property of the resort, and does not exercise voting rights in the management of the corporation neither is he entitled to dividend distribution.

Risk Management

RCI is the largest timeshare vacation exchange network in the world with 4,500 affiliated resorts globally in over 100 countries. This gives the purchaser plenty of options to choose from on where they would want to do an exchange. In case their preferred venue is not available, they have over 4,500 other affiliated resorts to choose from.

2. Disasters and calamities

In the event of destruction of the entire resort by fire or natural calamities, timeshare holders may be deprived of the use of their vacation/lodging preference

Risk Management

This is among the reasons why the registrant has accredited with the RCI, an

Exchange Provider, to ensure that the purchasers of timeshares are not left without recourse to other accommodations within the ambit of its affiliates in the

Philippines. In case of destruction of the facilities at the venue, the timeshare owners will not be deprived of their vacation privilege because that is precisely the role of the Exchange Provider, to accommodate them at any chosen resort, outside or within the country. Fire is among the risks that hotels and such structures is heir to.

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3. Political and Economic Factors

Political instability in a country may cause loss of revenue because tourists become wary therefore scarce while locals tend to avoid leaving their comfort zones.

Risk Management

This is a risk, which all businesses cringe from but are powerless to provide against but just stick to good business policies and procedures to keep the business going and hope for good political environment. Being aware of one’s social responsibility, like taking care of the requirements of a community suffered from a disaster or calamity, could be a solution to ease this risk factor because the country’s economic and political instability is traced by experts to poverty. This risk is beyond the control of the registrant alone to manage as this involves a concerted effort of citizenry and government to maintain peace to sustain economic growth.

4. Competition

The operation of the Registrant is expected to encounter competition from existing hotels and lodging concerns conducting similar business in the area.

Competition will come generally in the competitiveness of the offer price, the amenities offered and the accessibility of the venue.

The Company has a highly competitive resort that can compete with the likes of its distant neighbors like resorts in Laguna and Batangas, which may not really pose as a threat to its business.

Risk Management

Good and efficient management is the best weapon against competition. Facilities and amenities are of no pith if guests are not treated with the utmost hospitality and care. As far as management of the venue is concerned the registrant does not have to prove itself because it has withstood the test of time. Since its registration it never faltered in providing the best service there is in the business.

5. No Secondary Market for Timeshares

This class of securities is sold over the counter and not through the Stock

Exchange. Selling of timeshares is done via marketing outfits owned by the resort owner.

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Risk Management

At presentations conducted by its marketing staff, the fact that its sales isbeing handled solely by the developers of the timeshares is emphasized. The decision then to buy or not to buy the offer is solely the responsibility of the purchaser after being apprised of the circumstances of the sale.

USE OF PROCEEDS

The offer is expected to raise a maximum gross proceeds of Six Hundred Forty Four million and Three Hundred Ninety Five Thousand and Two Hundred pesos

(P644,395,200.00). Net proceeds of Php420,360,986 is then obtained and shall be used for the following:

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Balance on the proceeds will be allotted for working capital, which will be used for expenses, such as but not limited to administrative salaries,supplies,employee benefits,utilities, communication, miscellaneous expenses among others and other unexpected costs that may arise. Any remaining portion shall be used for the Company’s any other corporate purposes.

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As of the moment, the company has no plans yet where to invest should there be any material excess amount on the balance of the proceeds after settling the amount needed for its working capital.

DETERMINATION OF OFFER PRICE

The following factors were taken into consideration in the determination of the offering price:

Prevailing market price for the securities offer

The amount was arrived at, on the basis of a survey and evaluation of effective prices among the existing potential competitors in the region.

Cost of development

The development program was designed to work around the possibility of dearth of construction materials and labor. The cost and availability of construction materials and supplies is volatile and may arise during the construction period.

Facilities/amenities offered at the venue

In order for the price to be competitive, at a survey of amenities offered by competitors were identified to ensure that marketability of the project is achieved.

The needs and demands of the market is the prevailing factor in determining the offer price.

Location of the Resort

Accessibility to the resort is of prime importance. To make the offering attractive and reasonable to purchasers, the price was structured to fit prospective clients, such as expats and residents of the surrounding areas.

PLAN OF DISTRIBUTION

Offering Period

The offering will begin upon issuance of the “Certificate to Offer Securities for Sale” by the Securities and Exchange Commission (SEC) to the Registrant and shall continue for such period as the Board of Directors may, in its discretion, determine. The Registrant has developed the Project’s brochures. The entire sales and marketing kits have yet to be prepared. The Registrant is also scheduled to conduct trainings for its sales and marketing personnel.

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Over-the-Counter-Sales

The timeshare membership certificates offered will be sold mainly through the sales and marketing force of the Corporation. For this purpose, the Registrant will be recruiting and training those with excellent selling experience and those who are experts in selling club certificates, condominiums and other products related to real estate. However, the need of its marketing group to obtain the Certified Investments Solicitor (CIS) permit from the

Securities and Exchange Commission to sales consultants engaged in the offering of

Timeshares. This license shall be obtained by the Consultants who shall submit to a seminar conducted by the Market Regulation Department (MRD) of the Securities and

Exchange Commission, after the Registration Statement has been rendered effective but before actual sales shall be done.

The Registrant has not engaged the services of any person or entity as underwriter for the offer. Likewise, no dealers, brokers, or marketing agents have been engaged for the distribution of the Timeshare Certificates, these will all be sold through the marketing efforts of the management of the Registrant.

Strict but reasonable screening requirements shall be enforced by the Registrant to maintain the Vacation Club’s premium image.

The Registrant shall create good opportunities for its desired target market to avail themselves of the club’s timeshare certificates.

Advertising and Promotions

The Registrant shall establish sufficient means of communication to reach the desired market, and will use picture-filled brochures, posters, mailers, print, advertising and audio-visual presentations for the purpose. It will also provide specialized adverting materials catering to its non-English speaking clients.

Term of Payment for Purchase of Membership Certificates

The company offers discounts to timeshare purchasers for as long as they avail the membership on the day they attended the sales presentation, wherein, cash purchasers are given a forty percent (40%) discount, which can be paid either thru cash, cheque or credit card or a 20% to 30% discount for installment purchasers.

The following installment plans are available:

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30 to 90 days

Installment (3 years)

10% down payment, balance payable in three (3) equal monthly payments to commence on the second month from date of sale. Buyers of this plan are given a thirty percent (30%) discount.

10% down payment, balance payable in thirty-six (36) equal monthly payments to commence on the second month from date of sale. Buyers of this plan are given a thirty percent (20%) discount.

If a purchase is made on an installment basis, the following rules shall apply in the event of delay and/or default in installment payment(s):

If a purchaser, fails to pay his regular installment after thirty (30) days of having received a written notice, the Company shall send a further notice to the purchaser advising that failure to discharge of the full arrears (including any arrears that have risen since the date of the first notice) within thirty (30) days from receipt of notice, will result in the termination of the Purchase Agreement without the benefit of refund to the purchaser or any and all prior installment payments made before the default.

Upon default, the Registrant shall have the exclusive right and option to demand all outstanding amounts to be immediately due and demandable, and require payment of the same.

DESCRIPTION OF SECURITIES

Timeshare ownership is a legal arrangement that enables a purchaser to own one weekly interval at the CalirayaResort Club or any of its offered destinations in the affiliated resorts of RCI. The purchaser has the right to occupy a specific room type chosen by him at the time of purchase which details are incorporated in the Purchase Agreement.

On the third year, the owner may continue his membership with RCI by paying the RCI membership fees for the succeeding years. The owner can either use his timeshare each year at Registrant’s venue or he may exchange it through the RCI for another RCI affiliated resort. The ownership of the timeshare shall represent ownership of future accommodation for Thirty (30) Years (Fifteen (15) years each, in case of alternate usage), ensuring substantial savings on future holiday accommodation assessments. If the owner does not use his specific week for a particular year, the right to use may be banked with the RCI.

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The fact that the term of existence of the company is for 50 years should not cause anxiety to the investors because aside from the fact that the expiry of its 50 years of existence is still far off, the company has limited its selling period to 6 years.

The Company competes actively with the existing non-proprietary membership clubs operating within the Philippines in terms of quality of service, the price, terms and conditions of the club being sold, and the location of the sites and its environment.

Straight Availment System

In this kind of availment system, members shall have the benefit and privilege of having a one (1) week accommodation entitlement every year for 30 years. This entitlement can be used either to his home resort every year, which is the Caliraya Resort Club, or to any other hotels/resorts affiliated with RCI.

Alternate Availment System

To make the purchase of timeshares affordable to those who are really interested in the program but do not have sufficient cash or expected income to cope with the payments, the registrant devised a method by which the purchaser may buy at a price of 40% less of the full offer price or baseprice of its straight availment system.

For the alternate usage, the first 15 years shall be used by the purchasers of “even” years while the other 15 years shall be used by purchasers of “odd” years.

The total offered shares of 2,115 timeshares, which is 27 units x 47 weeks a year, only

423 timeshares will be allocated to full membership while 1,692 to alternate availment system timeshare membership will be issued. The members who availed the alternate availmentsystem shall have the benefit and privilege of having a one (1) week accommodation entitlement every other year.

In this registration, the right of occupancy of 30 years may be converted into 15 yearsif the buyersopt to avail alternate year accommodation. The Fifteen (15) years or alternate year accommodations shall be sold at a price where a 40% less of the full offer price or base price of its straight availment system.

The Timeshare Certificate shall be issued within 60 days upon 100% payment of the purchase price.

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Annual RCI Membership Fee

RCI Membership is computed as follows:

The annual RCI Membership Fee is P12,000 which refers to the annual membership fee of P6,000 times two (2) years which is included in the purchase price. Total cost of registering a total of 2,115 timeshare membership is P25,380,000.00.

Annual Maintenance Levy

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Members shall pay the Annual Maintenance levy to meet the cost and expenses of the

Company for the proper operation and maintenance of the Club in respect of each

Membership Year. Members shall be notified of the increase in fees upon the Board’s approval of the said increase and a report (under oath) on any increase in fees and the rationale for said increase shall be made to the SEC within thirty (30) days from Board approval. The Levy for each membership year commencing during the fiscal year shall be computed by dividing the aggregate amount of estimated expenses to be incurred by the

Company during that financial year and the number of weeks held by the members.

The amount of Maintenance Levy need not be paid for the first year because it is incorporated in the purchase price. The assessment of the Annual Maintenance Levy for each financial year shall be issued to the member one (1) month before the start of the financial year, every first day of December to be exact. Payment shall be due and payable on or before thirty (30) days before the start of the next financial year or whenever a member makes a reservation for usage, whichever event appears first in time. The method and procedure of payment may from time to time vary as the Company may introduce alternative payment dates, discounts and other incentives for prompt payment as it considers appropriate. Notices and other communications on the charging of fees shall be sent to members and copies thereof posted in the Bulletin Board situated at conspicuous place/s at the site.

Financial Obligation of Members

Annual Maintenance Levy (second year, onwards)

Straight Availment – P10,000 for 1 bedroom; P8,000 for studio

Alternate Availment – P5,000 for 1 bedroom; P4,000 for studio

Annual Increase in the Maintenance Levy, if any, shall be maximum of 10% or the government mandated inflation rate, whichever is lower, subject to Commission’s approval.

RCI Fees (third year onwards)

From the third year of membership and onwards, a member may opt to renew his RCI membership either annually or for a maximum of five (5) years under the following renewal fees:

1 year ------- S$ 150.00

3 years ------- 330.00

5 years ------- 500.00

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A member will pay the RCI Exchange Fee only if he avails of a successful exchange of week and resort through RCI. The fee will vary depending upon the location of the chosen resort and whether the exchange will be for a full week, a weekend or weekdays.

RCI Exchange Fee

Asian and Domestic ------- S$ 188.00

International ------- 388.00

The Weekend Exchange and the Midweek Exchange are bonus offers granted for those who choose not to avail of the regular week purchased but would rather spend a shorter period in any of the Asian resorts. This scheme makes the enjoyment of the timeshare weeks more flexible for the purchasers.

All figures are subject for adjustment.

CALIRAYA VACATION CLUB INTERNATIONAL

All timeshare purchasers of Caliraya Vacation Club International shall be automatically a member of CVCI. A purchaser will be considered a member provided that he was able to pay

10% deposit equivalent of the purchase price indicated in the purchase agreement and remains active.

All CVCI Members will be automatically enrolled into the RCI Exchange System as soon as they are able to pay the purchase price equivalent to at least 40% so as to become member of

RCI. Their membership with RCI will be paid by the Registrant and will be good for two years. Starting on the third year, it will be option of the member should they pay the renewal fee to continue their membership with RCI. There is no way that RCI Membership will affect their CVCI Membership.

Club Membership shall be subject to the terms and conditions of the House Rules.

How To Become a Member

Any person, not being a minor, may own and purchase a timeshare and be admitted as a member of the Club after pre-qualification requirements are met. The term person shall include a juridical person, in legal contemplation. All potential clients are invited to attend a presentation at which the Program is explained and offered. A copy of the

Prospectus is given to participants in the presentation.

When a client agrees to invest in the Program, a Purchase Agreement is signed and the full payment of the purchase price or a ten percent (10%) down payment is required. As a purchaser on installment basis, the balance of the purchase price can be amortized in up to three (3) years, without interest. A purchaser on an installment basis further, shall be considered as member, provided he was able to pay at least ten percent (10%) required amount of down payment. As such, he can also enjoy all the benefits and privileges of a

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member except for his week entitlement, which shall commence only upon full payment of the purchase price.

Register of Members

No person shall be considered as member unless his name appears in the Register of

Members, and all names appearing in the Register are prima facie members of the

Caliraya Vacation Club International. The Company shall maintain in its custody the

Register of Members that shall contain, at least, the following information:

 The names, addresses and telephone numbers and the corresponding Holiday

Ownership Week and unit type owned.

 Date of entry as member.

Availing of the Fixed Holiday Ownership

Members may request for the use of his unit at the home resort immediately upon full payment of purchase price. To avail oneself of international exchange, full payment of his purchase price and the RCI exchange fee are required.

If the availment will be at any of the RCI accredited resorts, the members may request for a reservation for the use of their fixed week forty-five (45) days after full payment of the purchase price to give RCI sufficient time to process his registration. Reservations can be made up to twenty-four (24) months in advance or at least, thirty (30) days before the check-in date. However, confirmation of his intention to use the reserved week must be made within seven (7) days prior to the designated check-in date otherwise, his Holiday

Week will be considered open and may be reserved by any other Member.

Reservation is made, by accomplishing and submitting to the Reservations Department, a

Reservation Request Form. The Reservation Request Form should indicate the

Membership number found at the top right hand corner of the Timeshare Membership

Certificate. He should, in addition, inform the Reservations Department of his travel dates, the number of people accompanying him and the lodging units he or his guests require.

Reservation of a Holiday Week other than that specified in the Timeshare Membership

Certificate shall be honored on a strictly first-reserved, first-served space available basis.

The Reservations personnel will call the member to confirm its receipt of the Holiday

Week confirmation Form. If the member does not receive word within forty-eight (48) hours from furnishing the Reservations Department of his Holiday Week Confirmation

Form, call should be made to the Reservations Department. The Reservation Officer will then send an Accommodation Certificate to the member as written confirmation of the

Members’ reservation request. The confirmation will specify the fees charged for the reservation. The Member should present his Accommodation Certificate to the reception staff upon check-in.

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The current Annual Maintenance Levy should be paid before a member can make a reservation. This levy may be changed from time to time and implemented after due notice. A member must also be in good standing with respect to all other financial obligations and dealings with the Club.

The RCI Exchange System

As an RCI member, the timeshare holder is given the privilege of taking his vacations at any of the affiliated resorts that are part of the world’s largest vacation exchange network. With RCI, one can have a vacation at different resorts, at different times through a variety of exchange options. Holiday ownership owners can enjoy the privilege of visiting resorts in Asia Pacific and around the world.

RCI’s Vacation Exchange System is used by more than a million owners around the world. RCI’s dedicated vacation consultants are available twenty-four hours to help members plan their vacations. Their phone lines are open five and a half days a week, year round from the Philippines. A Holiday owner can call RCI’s Asia Pacific Head

Office toll-free at 1-800-651-0048.

RCI offers the following:

The RCI Exchange System

As an RCI member, the timeshare holder is given the privilege of taking his vacations at any of the affiliated resorts that are part of the world’s largest vacation exchange network. With RCI, one can have a vacation at different resorts, at different times through a variety of exchange options. Holiday ownership owners can enjoy the privilege of visiting resorts in Asia Pacific and around the world. RCI’s Vacation Exchange

System is used by more than a million owners around the world. RCI’s dedicated vacation consultants are available twenty-four hours to help members plan their vacations. Their phone lines are open five and a half days a week, year round from the

Philippines.

A Holiday owner can call RCI’s Asia Pacific Head Office toll-free at 1-800-651-0048.

RCI offers the following:

RCI offers the following:

Over four thousand (4,500) resorts to choose from

Travel Insurance

RCI Asia Pacific has negotiated an exclusive travel insurance package for members with the Leisure Safe Insurance. For a minimal sum, members can be assured of worryfree vacations.

Publications

To providemembers with exciting travel information and great ideas on where and when to travel

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RCI publishes Endless Vacation magazine and the RCI Directory of Resorts.

RCI’s unique Spacebank concept allows members the opportunity to deposit the weeks and to request for vacation exchanges.

Basic steps to making a Holiday Exchange transaction:

Step 1 Deposit the Holiday week into the RCI space bank pool up to twenty-four (24) months in advance, or as close as thirty (30) days before the starting date of the Holiday entitlement.

All it takes is a telephone call.

Step 2

Request for a vacation exchange. Simply consult the Endless Vacation magazine or the RCI

Directory of Resorts and Supplement for information on RCI affiliated resorts available for exchange. (These contact numbers and addresses are provided upon membership.) Once the week has been deposited and the member has decided where to spend the vacation, the member can request an exchange with a start date as close as two days away, or as far as two years in advance. To ensure member satisfaction, RCI’s Exchange System operates on a value-for-value basis. The Exchange System will work best for the member if he requests resorts with accommodations (units or villas) and time divisions (red or white or blue) similar to those of the deposit. An exchange fee is required when request for Holiday week is made.

Step 3

Upon confirmation of the Holiday week exchange request, RCI will send:

A written vacation exchange confirmation; and

A resort information sheet with comprehensive information on the confirmed resort and resort area.

All the above benefits may be availed of, only if the Resort continues to be affiliated with

RCI, and the member has paid the membership fees for the year. The Company’s affiliation with RCI is renewable every six years.

The RCI Asia Pacific Pte. Ltd. is located at #37 JalanPemimpin, Block #05-01, Clarus

Centre, Singapore, 577177. Tel. Nos: +65 6223 4333, Fax: +65 6223 4334. Email [email protected] Its toll free telephone number is 1-800-6510048.

HOUSE RULES

Use by Guests

The procedure for availing of the Holiday Ownership by the owner is the same for guests.

However, the owner must disclose in the reservation and confirmation process that his guest, and not him, will use the Holiday Ownership. Instead of an Accommodation

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Certificate, the Company will issue a Guest Certificate. Guests willbe required to show proof of identification and sign a registration card at check-in. They will be treated asmembers. Guests shall observe all provisions of the House Rules. A member warrants that his guest shall comply with the House Rules and will be responsible for any repairs for damages whether caused intentionally or through negligence. No one under the age of eighteen (18) years may occupy the unit unless accompanied by a person aged twentyone (21) years or older. A member may charge guests at an agreed price for their use of the Holiday Ownership. The member must however indicate on the Reservation Request

Form that the guest is renting the Holiday Ownership from him.

Undertaking of Compliance with SEC Directives

The Corporation undertakes to comply with the following commitments:

1. The Company shall qualify the prospective members before the actual sale/transfer of the share/certificates is executed.

2. Report under oath to the Securities and Exchange Commission (SEC) any increase fees upon the Board approval.

3. Notify the members of the increase in fees upon the Board’s approval of said increase.

4. Post notices and other communications on the charging fees, on bulletin boards situated at conspicuous places at the site.

5. The Company shall not collect monthly membership dues unless the project is fifty percent (50%) usable as indicated in the Prospectus, unless the Company’s By-Laws provide for a higher percentage of usability.

6. The Certificates shall be issued within sixty (60) days from the date of full payment.

7. The CIS of selling agents shall be obtained as soon as the Permit to Sell Securities has been issued.

Rights and Privileges of Members

Any Member may apply to dispose of his exclusive right of occupation to any person, twenty-one years and above, whether by sale, gift, or otherwise, by means of a Certificate of Transfer appearing on the dorsal portion of the Timeshare Membership Certificate.

Upon the death of a Member, his personal representative may apply to pass off his exclusive right of occupation in accordance with the Philippine law on succession, both estate and interstate.

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A member may let or grant rights of occupation of the unit to which his membership relates for the whole or a part of the weekly period to which his membership relates, subject to the consent of the Company, provided that the member will, in any event during the period, remain fully responsible for allobligations incumbent on the holder of the Membership Certificate.

A member may also affiliate with the RCI and avail of the benefits of the Exchange

Program subject to fees and other charges imposed in connection with the affiliation.

Whether or not he has fully paid for the purchase price, the purchaser shall have the right to cancel his purchase and claim refund for any amount he has paid, without interest, within a period of five (5) days from the day he signed the Purchase Agreement, except for the non-refundable Processing and Administration Fee of Twenty Thousand

Pesos (PhP 20,000.00).

Obligations Of And/Or Limitations on Members

Each member shall be subject to the following obligations, and such obligations shall continue to bind his estate after his death and until such time as his Timeshare

Membership Certificate shall have been transferred to a new Member:

At all times comply with the provisions of the House Rules, Membership Rules and other rules and regulations as amended from time to time.

In the event of breach of any of the above, by a member or his guest, the member shall be subject to the penalties imposed by the Company. The company shall in no case be responsible for the actions or conduct of any Member or guest at any time, when using the venue.

Upon request by the venue personnel, the member shall present his/her Membership

Card for identification purposes. The Membership Card cannot be used as a form of payment.

To keep and maintain the interior of the venue and all its contents in a good and tenantable state and condition during the period of his or his guest’s occupancy, and to pay and indemnify the Company against any damage, deterioration or dilapidation, other than the result of fair wear and tear and damage or destruction by fire or any other insured risk, which may have occurred during his occupancy, of which the Company shall be the sole judge.

Not to do anything which would make void or voidable the insurance of the unit and its contents or any other insurance for the time being, in force and relating to the units, or which may operate to increase the premium payable in respect of any such insurance; to indemnify the Company against any increase or additional premium, which by reason of any such act or default may be required for effecting or keeping up such insurance; and, in the event of the facility or any other property or any partthereof being damaged or destroyed by any insured risks, the insurance money being wholly or partially be

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irrecoverable by reason solely, or in part, of any act or default of such member, to pay a fair proportion, to be conclusively determined by a surveyor to be appointed by the

Company, of the cost of rebuilding and/or reinstatement of the same, togetherwith the whole or portion of the fees of the surveyor.

In the event that any repair or maintenance work is required of a part of the venue or its contents while it is occupied by the Member, to allow access on reasonable notice to enable such work to be carried out with due diligence and speed, except in case of emergency, when no notice will be necessary.

Not to make alterations on the venue.

To vacate the venue to which the Timeshare Certificate relates, on the last day of each week allocated to him in any year at 11:00 AM, local time. This is to allow clean-up and preparation for the earliest possible check-in time at 4:00 PM of the same day.

If the member or his guest fails to vacate the venue by check-out time of the last day of his week, the Member will be charged all the costs of financial and other consequential damages incurred by the Company and the affected Member.

In no event shall the occupancy limitation be exceeded. If a Member with the occupancy limitations established, he shall be charged a penalty for such breach. The amount of penalty will be set at the sole discretion of the Company.

To pay all other expenses incurred by the Member, including long distance and overseas telephone calls made, during occupation of the venue; to pay such reasonable deposit as the Company may demand against such charges; and where the unit is not metered, the Company may make a preliminary charge on the basis of estimated consumption.

To notify the Company of any change in his permanent address.

To pay the Annual Maintenance Levy on or before its due date.

To pay all costs related to the issue and registration of an alternative document conveying the right to use by the Member of the weekly periods in the venue designated in the Membership Certificate.

Any confirmation of reservation will not be honored if the Member is in default for any amount owing to the Company as of the check-in date and time for which the

Confirmation was given.

If substantial charges remain unpaid, suspension of a Membership can be implemented, until such time as charges are paid. Subject to Company approval, failure to pay substantial charges, in exceptional cases, may result in termination of membership. Initially the nonpayment of charges amounting to a total of twenty thousand pesos (Php 20,000.00) is considered substantial. If, in the ultimate discretion of the Company, any Member shall have

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committed a substantial breach of the obligations imposed on him by the House Rules, then the Member’s rights and privileges may be suspended or canceled by the Club upon written notice to this effect to the Member.

Procedure for Termination of Membership

After sixty (60) days of being sent written notice of a substantial breach, the Member’s exclusive rights of occupation shall be suspended until the default is remedied. If the default is not remedied within sixty (60) days of the notice first being given, the

Company shall send a further notice to the Member advising that failure to comply within thirty (30) days, will result in permanent cancellation of the Member’s exclusive right of occupation. If the breach is not remedied within that period of notice, the Member’s right of exclusive occupation shall be cancelled and sold as soon as possible at whatever price the Company can get and the proceeds of the sale applied to the satisfaction of the arrears and any expenses incurred by the Company in effecting the sale. The balance, if any shall be remitted to the Member.

Powers of the Company under the Timeshare Program

The Company shall have the power to do all things that may be necessary to carry out the purposes of the Holiday Ownership and for its general management. It shall have the following specific powers:

The power to contract or otherwise obtain other benefits such as travel, leisure products, cruises and other related products or services for the use of the Members.

To amend the House Rules, Membership Rules and other rules and regulations, provided that the members are notified and informed of amendments one (1) month before the amendments become effective.

The power to suspend or cancel the exclusive rights of occupation of a member who has committed a substantial breach of his duties and responsibilities. Initially repeated violations for at least three (3) consecutive times of the obligation to vacate by check-out time, non-compliance with occupancy imitations, non-payment of substantial charges and the Annual Maintenance Levy are considered as substantial breaches to warrant the suspension/cancellation of Membership.

To contract a Management Company to administer, supervise and manage the Club, and the Holiday Program.

To substitute a different unit at the Venue of similar or better standard than the type specified in the Timeshare Membership Certificate.

Transfer of Holiday Ownership

In the event of the sale or transfer, the Timeshare Membership Certificate shall be delivered to the Company with the Request for Transfer properly endorsed by the transferor to the transferee. A reasonable fee of five thousand pesos (PhP5,000.00) will

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be charged for the registration of transfer and issuance of a new Membership Certificate, which fee may be revised from time to time after prior clearance with the Securities and

Exchange Commission. Upon payment of the required fee, the payment of all outstanding obligations to the Company and the Club and with the transferee’s express consent to assume all liabilities to the Company and the Club as of the date of transfer and be bound by the provisions of the Purchase Agreement and all rules of the Club, the Company shall promptly issue a new Membership Certificate. Upon delivery to the Company of the

Certificate evidencing the exclusive right of occupation to be transferred, together with a completed Request for Transfer signed by the transferor and such fee as the Company has assessed, the Company shall replace the name of the transferor with that of the transferee in the Register of Members and issue a new Certificate of Membership in the name of the transferee.

In case of death of the member, the heir may present the Timeshare Membership Certificate and the inheritance document to the Company for the registration and issuance of a new

Certificate. The fee and the assumption of liabilities and obligations discussed above are also applicable to the inheritance.

INTERESTS OF NAMED EXPERTS AND INDEPENDENT COUNSEL

There are no named experts who have any direct or indirect interest in the Registrant.

DESCRIPTION OF THE BUSINESS OF REGISTRANT

The Registrant

Caliraya Resort Club, Inc. doing business under the name and style of Caliaraya Vacation

Club International (formerly: Caliraya Re-creation Center & Resort, Inc.) was originally registered on 16 April 2009 for the primary purpose of fostering, conducting and promoting the social, fraternal, business, athletic and Christian activities among its members with the main objective of engaging in the development, construction, maintenance, management and operation of club houses and other indoor and outdoor sports, and physical fitness facilities, restaurants, dining halls, worship areas, prayer rooms, conference centers and similar facilities; to offer and issue membership shares and timeshares to the public.

Potential Market

The Department of Tourism has projected that the Philippines is one of the fastest growing tourist destinations in Asia with a yearly average increase of 5.7% for the period

2007-2016. The estimated tourist arrival in the country, for the year 2006, is about 2.7 million, up for the 1.8 million arrivals exhibited in the year 2000. South Koreans, about

570,000 visitors appear to be leading the pack of travelers to the Philippines, equal to that from the United States. The Japanese are not far behind with total arrivals of 426,000.

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With the South Luzon Expressway (SLEX) recently rehabilitated, travel time to Laguna has been dramatically reduced.

Cost and Effects of Compliance with Environmental Laws

The Project is covered by an Environmental Compliance Certificate (ECC) issued by the

Department of environment and Natural Resources on December 28, 2010.

As discussed in page13, as one of the risks in investing, the operation of the Company is expected to encounter competition from existing hotels and lodging concerns conducting similar business in the area. Competition willcome generally in the competitiveness of the offer price, the amenities offered and the accessibility of the venue.

The Company shall put up a highly competitive resort that can compete with the likes of its distant neighbors like the resorts in Laguna and Batangas, which may not really pose a risk to its business. But at the moment, there is no known direct competitor to the

Registrant in the area in terms of selling timeshare membership.

Compliance with Environmental laws

The Company is in compliance with laws and regulations governing the offer and sale of membership certificates.

It has complied with all the permits and licenses necessary for the development of the property.

The registrant does not foresee any adverse effect the government regulations may have on the business and its operations.

Negative Disclosures

1. The Company does not foresee any existing or probable government regulations, which may in any way hinder its operations.

2. Raw materials for the construction of facilities are sourced from different suppliers. It is not dependent on any one supplier neither is the Company dependent upon a few customers since it tries to reach to as many customers as possible. There are no existing supply contracts.

3. The company has not been the subject of any material reclassification, merger, consolidation or purchase nor have assets been subject of any sale of a significant or insignificant amount conducted not in the ordinary course of business.

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4. There has been no sale of unregistered securities, including those securities constituting an exempt transaction.

5. It has no record of employees who are subject of Collective Bargaining Agreement

(CBA) because of its able management as yet. The Company has as yet no Supplemental

Benefits or Incentive Arrangements with its employees.

6. The Company is not dependent upon one or a limited number of suppliers for essential raw materials. There are no major supply contracts as business is conducted as a hotel with a restaurant where supplies for food are obtained from available food sources in the area. The business of the registrant is not dependent upon any single or a few customers, the loss of any or more of which would have a material adverse effect on the registrants.

7. The company is not dependent on any related party/ies for its business operations/transactions. There are no major existing sales contracts. The sales are individually conducted.

8. There are no patents, copyrights, concessions and royalty agreements held.

9. The company does not foresee any adverse effect on the operations of government regulations either existing or probable, on this business.

10. The company has no subsidiaries over which major risks and management thereof need be

11. The company does not transact with a promoter, neither does any person have any indirect material interest in any transaction involving the present registration.

12. There are no loans or material obligations, which would affect the company’s liquidity position.

13. The law states that dividends shall be declared only from unrestricted retained earnings and shall be payable at such time and in such manner and in such amounts as the

Board of Directors shall determine. No dividends shall be declared which will impair the capital of the corporation. In this instance however there shall be no declaration of dividends among the purchasers of timeshares because the issue is non-proprietary.

14. There are no material off-balance sheet transaction, arrangements, obligations

(including contingent obligations and other relationships of the company with unconsolidated entities or other persons created during the reporting period.

DESCRIPTION OF THE PROPERTY

The issuer owns real property located at Barangay Lewin, Lumban, with an approximate area of 76,201 square meters, where the resort and recreational facilities are situated. The real property is evidenced by Transfer Certificate of Title No. T-264575 issued in the

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name of the club. The property is underreal estate mortgaged in favor of State Investment

Trust Inc. for the sum of Sixty Million Pesos (P60,000,000). There is no outstanding loan balance to date. The company has no plan to acquire any properties in the next 12 months.

Caliraya Resort Club is envisioned to be a first class center and resort. The club is exquisitely situated among the hilltops and breathtaking view of the CalirayaLake and a getaway where the members can enjoy the beauty of nature. Caliraya Resort Club is a haven for honeymooners, family and corporate groups looking for meetings and seminar facilities.

The venue offers the following recreational facilities and amenities:

 Hotel Lobby and Main Dining Area

 Room Accommodations o 70 standard rooms o 2 VIP rooms o 12 doors duplex o 21 Nipa Cottage

 Function Rooms o Viewing Deck Gazebo o Function Hall 1 & 2 o Seminar A o Seminar B o New Function Room o Sonic Wing o Big Open Pavilion o Small Open Pavilion o Picnic Gazebo o Valley Theater o Picnic Pavilion

 Sports Facilities and Amenities o Water front facilities

 Jet ski

 Kayak

 Canoe

 Banana Boat

 Speedboat

 Ferry boat

 Windsurfing

 Wake Board o Indoor

 Billiard

 Table Tennis

 Dart

 KTV & Magic Sing

 Table games

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o Outdoor

 Wall Climbing

 Zip Line – Fly Pinoy

 Zip Line – Superman

 Sky Bicycle

 Rappelling

 Earthball

 Basketball

 Volleyball

 Bonfire

 Slide Pinoy

 Fishing

 Bungee fun

 Children playground

 Horseback riding

 Bump boat (kiddie)

 Zorbball

 Slip n slide

 Obstacle course

 Other amenities o Swimming Pool

 Olympic size swimming pool (Wave Pool)

 L shaped pool

 Kiddy pool o Mini beach (lake side)

 Snack Bar

 House of Prayer

 HangingBridge

 RainbowPass

 Wishing Well

 Fish Pond

 Waiting Shed

 Pathways

 Guard House and Pier

 Generator Shed

 Residential building

 2 units Two-storey Staff Quarter

 Laundry House & Staff House

All facilities and amenities aforementioned are 100% complete and available for use.

Amenities in the Units

One – bedroom Units

 Bedroom: vanity mirror with hairdryer, closet, LED TV, luggage rack,

 Toilet & Bath: shower, lavatory, water closet

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 Living Room and Kitchenette: dining set for 4, refrigerator, sink, cooker microwave oven, kitchenware, coffeemaker

Studio Units

 Bedroom: vanity mirror with hairdryer, closet, LED TV, luggage rack

 Toilet & Bath: shower, lavatory

 Partial kitchen: dining set for 4, mini-refrigerator, sink, microwave oven, kitchenware, coffeemaker

Legal Proceedings

As of the date of this Prospectus, the Company is not engaged in any litigation or arbitration proceedings of material importance and no litigation or claim of material importance is known to the directors to be pending or threatened against the Company and its properties.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S SHARES AND

RELATED SHAREHOLDER MATTERS

Market Information

Prior to the Offer, there has been no public trading market for any of the Company’s

Shares.

Holders of the Company’s Shares

Immediately prior to the Offer, the following are the top 20 shareholders of the company as set forth in the following table:

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PLAN OF OPERATIONS AND MANAGEMENT DISCUSSION &

ANALYSIS

Marketing of the securities is projected to commence on the date that the Registration

Statement is rendered effective by the SEC.

For the first 12 months, the registrant will focus all its efforts to marketing locally.

Construction of the club and its facilities are complete.

There are no noted incidents or events that will trigger direct or contingent financial obligation that is material to the company including any default or acceleration of an obligation.

There are no material off-balance sheet transactions, obligations and other relationships of the company with unconsolidated entities or other persons created during the period under consideration.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material unfavorable impact on net sales or revenues or income from continuing operations.

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Financial Soundness Indicators

Key Performance Indicators

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Comparable Review of Year 2014 and 2013 Operations

a) REVENUES AND PROFITABILITY

The Club continued to hire sales and marketing professionals to enhance its revenue generating capability through bookings of functions, birthday activities, special corporate events and the like. The Club managements make sure and closely monitor that it has the right number people to meet sales target for the next year.

There is no record of any event that will result to direct or contingent obligation that is material to the company, including any default or acceleration of obligation.

All transaction arrangements, obligations and other relationships of the company with unconsolidated entities or other persons created for the year ending

2010 are disclosed. There are no off-balance sheet transactions.

There are no noted significant elements of income or loss that did not arise from the issuer’s continuing operations and no cause for any material changes have been noted up to the December 31, 2014.

b) FINANCIAL POSITION

The management maintains a system of accounting and reporting which provides for the necessary controls to ensure that transactions are properly authorized and recorded, assets are safeguarded against unauthorized use or disposition and liabilities are recognized, the same accounting policies and methods of computations are followed in the 2014 audited financial statements.

There were no extraordinary items in the normal course of business affecting assets, liabilities, equity, net income or cash flows noted during this interim period.

No changes in estimates of amounts reported in both prior interim period of the current financial year and in prior financial year that could have material effect in the current interim period was recorded.

The Club has not scheduled any issuances, repurchases of equity securities; no profit shall ensure to the exclusive benefit of any of the members of the Corporation, hence, no dividend (aggregate or per share) shall be declared.

All material events have been reflected in the financial statements for the interim period.

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Changes in and Disagreements with Accountant on Accounting and Financial

Disclosures

During the last fiscal year, the registrant had no changes in and disagreements with the accountant on matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

External Audit Fees

The management pre-approves all audit and non-audit services as these are proposed or endorsed by the Board of Directors before the services as performed.

CONTROL AND COMPENSATION INFORMATION

Directors and Executive Officers:

The term of office of the Board of Directors and Executive Officers is for a period of one

(1) year from their election or until the succeeding election of such directors and officers.

The business experience of the company’s Board of Directors and Executive Officers during the last five years, are as follows:

Sarah T. Roxas-Wage, Chairman

Ms. Sarah T. Roxas-Wage is 31 years old and a Filipino citizen. She is a director of St.

Francis Bookstore, Inc., St. Francis Generic Drugstore, Inc., St. Francis Square Dept.

Store, Inc., former manager in marketing department of Globe Telecom.

Jenny S. Sia, Director

Ms. Jenny S. Sia is 49 years old and a Filipino citizen. She is the Assistant Vice-President of St. Francis Square Holdings, Inc. and ASB Realty Corp.

Rebekah T. Roxas, Director

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Ms. Rebekah T. Roxas is 65 years old and a Filipino citizen. She is a director of St.

Francis Bookstore, Inc., St. Francis Generic Drugstore, Inc. and St. Francis Square Dept.

Store, Inc.

Mary T. Roxas, Director

Ms. Mary T. Roxas is 29years old and a Filipino citizen. She is a director of St. Francis

Bookstore, Inc., St. Francis Generic Drugstore, Inc., St. Francis Square Dept. Store, Inc. and a Purchasing Manager for St. Francis Square Realty Corp.

Bessie C. Manzano, Director, Treasurer

Ms. Bessie C. Manzano is 50years old and a Filipino citizen. She is the Vice-President of

St. Francis Square Realty Corp., director of St. Francis Square Generic Drugstore, St.

Francis Bookstore, and St. Francis Department Store.

Gay Christine C. Cortez, Independent Director

Ms. Gay Christine C. Cortez is 36 years old and a Filipino citizen. She is presently an associate of Buñag and Associates Law Office.

Mr. Leo Angelo A. Quismorio, Independent Director

Mr. Leo Angelo A. Quismorio is 31 years old and a Filipino citizen. He is presently an associate of Buñag and Associates Law Office.

Significant Employee

The Registrant has no employee whose employment can be considered significant. The sales will be supervised by a team of marketing staff ably led by an executive of the

Company.

Family Relationship

Caliraya Resort Club Inc. operating under the name and style Caliraya Vacation Club

International is owned by the Roxas family. Except for the Treasurer (Bessie C. Manzano), One (1) Director (Jenny S. Sia) and Two (2)

Independent Directors (Gay Christine C. Cortez and Leo Angelo A. Quismorio), all of the above mentioned Directors are of the Roxas family.

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Involvement in Certain Legal Proceedings

For the past five years, the Company is not aware of any order, judgment, or decree not subsequently reversed, superseded, or vacated, by any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending, or otherwise limiting the involvement of a director, person nominated to become a director, executive officer, or control person of the Company in any type of business, securities, commodities, or banking activities.

None of the Directors and Officers of the Registrant and neither has the corporation been involved in any legal proceedings nor are they party to any pending criminal proceeding, or convicted by final judgment in a criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses or subject to any other order or judgment or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities or found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign Exchange or other organized trading market or self-regulatory organization, to have violated a securities or commodities law or regulation and the judgment has not been reversed, suspended or vacated.

EXECUTIVE COMPENSATION

The Board of Directors and corporate officers shall receive compensation after the start of clubs commercial operations. Once the Company registers profits, then the executives will be compensated in a manner consistent with the practice obtaining in the industry.

No dividends shall be declared which will impair the capital of the corporation.

SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL

OWNERS AND MANAGEMENT

Security Ownership of Certain Record and Beneficial Owners with more than 5% of ownership as of May 15, 2015:

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Security Ownership of Management as of May 15, 2015:

No dividends shall be distributed as the corporation is a non-stock, non-profit entity.

There are no recent sales of unregistered or exempt securities, including recent issuance of securities constituting an exempt transaction.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The interest of directors and executive officers arise only from the ownership of shares of the registrant.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

For the past five years, the Company is not aware of any order, judgment, or decree not subsequently reversed, superseded, or vacated, by any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending, or otherwise limiting the involvement of a director, person nominated to become a director, executive officer, or control person of the Company in any type of business, securities, commodities, or banking activities.

None of the Directors and Officers of the Registrant and neither has the corporation been involved in any legal proceedings nor are they party to any pending criminal proceeding, or convicted by final judgment in a criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses or subject to any other order or judgment or

43

decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities or found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign Exchange or other organized trading market or self-regulatory organization, to have violated a securities or commodities law or regulation and the judgment has not been reversed, suspended or vacated.

There is no pending legal proceeding of which the registrant, its affiliates or their properties is the subject.

There has been no sale of unregistered securities because the company is just about to embark in the securities market, neither has it issued securities constituting an exempt transaction.

The registrant foresees no event that will trigger a direct or contingent financial obligation that is material to the company including ant default or acceleration of an obligation.

There are no material off-balance sheet transaction, arrangements, obligations (including contingent obligations) and other relationships of the company with unconsolidated entities or other persons created during the reporting period.

Voting Trust

The Registrant has no voting trust or similar agreement with any person, corporation, or association, and neither is there any arrangement with person or entity which may result in a change in control of the company.

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