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Why invest in startups?
Regulation CF allows investors to invest in startups and early-growth companies. This is different from helping a company raise money on Kickstarter; with Regulation CF Offerings, you aren’t buying products or merchandise - you are buying a piece of a company and helping it grow
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How much can I invest?
Accredited investors can invest as much as they want. But if you are NOT an accredited investor, your investment limit depends on either your annual income or net worth, whichever is greater. If the number is less than $124,000, you can only invest 5% of it. If both are greater than $124,000 then your investment limit is 10%.
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How do I calculate my net worth?
To calculate your net worth, just add up all of your assets and subtract all of your liabilities (excluding the value of the person’s primary residence). The resulting sum is your net worth.
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What are the tax implications of an equity crowdfunding investment?
We cannot give tax advice, and we encourage you to talk with your accountant or tax advisor before making an investment.
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Who can invest in a Regulation CF Offering?
Individuals over 18 years of age can invest.
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What do I need to know about early-stage investing? Are these investments risky?
There will always be some risk involved when investing in a startup or small business. And the earlier you get in the more risk that is usually present. If a young company goes out of business, your ownership interest could lose all value. You may have limited voting power to direct the company due to dilution over time. You may also have to wait about five to seven years (if ever) for an exit via acquisition, IPO, etc. Because early-stage companies are still in the process of perfecting their products, services, and business model, nothing is guaranteed. That’s why startups should only be part of a more balanced, overall investment portfolio.
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When will I get my investment back?
The Preferred Series B stock (the "Shares") of Bella Rio Consulting, Inc. (the "Company") are not publicly-traded. As a result, the shares cannot be easily traded or sold. As an investor in a private company, you typically look to receive a return on your investment under the following scenarios: The Company gets acquired by another company. The Company goes public (makes an initial public offering). In those instances, you receive your pro-rata share of the distributions that occur, in the case of acquisition, or you can sell your shares on an exchange. These are both considered long-term exits, taking approximately 5-10 years (and often longer) to see the possibility for an exit. It can sometimes take years to build companies. Sometimes there will not be any return, as a result of business failure.
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Can I sell my shares?
Shares sold via Regulation Crowdfunding offerings have a one-year lockup period before those shares can be sold under certain conditions.
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Exceptions to limitations on selling shares during the one-year lockup period:
In the event of death, divorce, or similar circumstance, shares can be transferred to: ● The company that issued the securities ● An accredited investor ● A family member (child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships)
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What happens if a company does not reach their funding target?
If a company does not reach their minimum funding target, all funds will be returned to the investors after the close of the offering.
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How can I learn more about a company's offering?
All available disclosure information can be found on the offering pages for our Regulation Crowdfunding offering.
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What if I change my mind about investing?
You can cancel your investment at any time, for any reason, until 48 hours prior to a closing occurring. If you’ve already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To submit a request to cancel your investment please email: info@dealmakersecurities.com
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How do I keep up with how the company is doing?
At a minimum, the company will be filing with the SEC and posting on it’s website an annual report, along with certified financial statements. Those should be available 120 days after the fiscal year end. If the company meets a reporting exception, or eventually has to file more reported information to the SEC, the reporting described above may end. If these reports end, you may not continually have current financial information about the company.
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What relationship does the company have with DealMaker Securities?
Once an offering ends, the company may continue its relationship with DealMaker Securities for additional offerings in the future. DealMaker Securities’ affiliates may also provide ongoing services to the company. There is no guarantee any services will continue after the offering ends.
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What kind of exit strategy do you have planned?
As we are a start-up venture, the shares are currently illiquid, but dividends, IPO, joint venture, or acquisition are all on the table. After 12 months of holding from the close of the campaign, you will have the opportunity to trade your shares privately or in a secondary market.
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When will I receive my bonus perks?
Your bonus perks will be shipped once you are fully closed as an investor. Some perks may take longer to produce, or may be date specified.
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Do I need tax forms or K-1s?
You do not need a tax form as you are not receiving any capital gains (dividends or income from a stock sale) from our C-Corporation at this time. Also, K-1s are provided by LLCs, so the file is not applicable to our company.
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How can I view the annual investor report?
To find our annual investor report, visit this link: https://www.rocknvodkas.com/investors
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Why do I need to submit personal information to invest?
The information required is typical when investing and is necessary for verification. All personal information that you share is kept strictly confidential by our company and transfer agent, and will never be shared.
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Can I transfer/purchase shares to/for a family/friend?
Ownership of the equity is given to the person whose information is inputted. Ownership can be transferred within a restricted period given that it is a familial relationship. Our transfer agent will be able to assist you in transferring or purchasing shares for someone else.
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What investment tier will I qualify for?
We will acknowledge the next level's perks with the supplemental investment. Your total investment in this campaign determines the investment tier bonus perks that you qualify for. If you are a Tier 1 investor, you only have to pay the difference to become a Tier 2 investor to obtain any bonus perks from that tier, and the same goes for all other tiers; however, this is only applicable to the current investment round. This means that if you were a Tier 1+ investor from round 1 or 2, you will not qualify for any of the current round's bonus perks, and you will have the invest the full amount in order to get any Tier's bonus perks. Essentially, your tier is reset for the current round, but you maintain all previously owned shares and bonus perks if you invested previously.
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Additional Disclosures
1. DealMaker Securities LLC, a registered broker-dealer, and member of FINRA | SIPC, located at 4000 Eagle Point Corporate Drive, Suite 950, Birmingham, AL 35242, is the broker for this offering and is not an affiliate of or connected with the Issuer. DealMaker Securities LLC does not make investment recommendations. DealMaker Securities LLC is NOT placing or selling these securities on behalf of the Issuer. DealMaker Securities LLC is NOT soliciting this investment or making any recommendations by collecting, reviewing, and processing an Investor's documentation for this investment. DealMaker Securities LLC conducts Anti-Money Laundering, Identity and Bad Actor Disqualification reviews of the Issuer, and confirms they are a registered business in good standing. DealMaker Securities LLC is NOT vetting or approving the information provided by the Issuer or the Issuer itself. Contact information is provided for Investors to make inquiries and requests to DealMaker Securities LLC regarding Regulation CF in general, or the status of such investor’s submitted documentation, specifically. DealMaker Securities LLC may direct Investors to specific sections of the Offering Circular to locate information or answers to their inquiry but does not opine or provide guidance on issuer related matters. 2. This website contains forward-looking statements. These statements may include the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “project”, “will”, “may”, “targeting” and similar expressions as well as statements other than statements of historical facts including, without limitation, those regarding the financial position, business strategy, plans, targets and objectives of the management of XXXXXXXXX (the "Company") for future operations (including development plans and objectives). Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which may affect the Company's ability to implement and achieve the economic and monetary policies, budgetary plans, fiscal guidelines and other development benchmarks set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future policies and plans and the environment in which the Company will operate in the future. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this presentation. The forward-looking statements in this website speak only as of the date of the Company's initial Form C, and the Company expressly disclaims to the fullest extent permitted by law any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. 3. Crowdfunding investments in private placements, and start-up investments in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest in start-ups. Companies seeking startup investment through crowdfunding tend to be in earlier stages of development and their business model, products and services may not yet be fully developed, operational or tested in the public marketplace. There is no guarantee that the stated valuation and other terms are accurate or in agreement with the market or industry valuations. Any past performance described is not indicative of future results. Further, investors may receive illiquid and/or restricted securities that may be subject to holding period requirements and/or liquidity concerns. The securities described may be equities, debt, or hybrid securities or derivatives. Each of these also have specific risks and differences based on the characteristics, referred to as the terms of the securities. Please review the Investor Education/FAQs to learn more about these risks.
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How do I view my investor documents?
You can login to the Dealmaker portal at https://app.dealmaker.tech/users/sign_in. You can view your certificate of shares under the Purchases or Documents tab; if you're an investor from our StartEngine rounds, you can find your subscription agreement in these tabs as well. If you have difficulty signing in, try resetting your password. If you can't login still, reach out to us at contact@rocknvodkas.com and we'll help out!