Valles Capital Inc. – Private Placement Overview

Offering: Infinity Series Shares & Common Stock
Exemption: Regulation D, Rule 506(b) – Accredited Investors & Select Sophisticated Non-Accredited Investors

Who We Are

Valles Capital Inc. is pioneering a Treasury-backed investment platform that blends market liquidity, principal stability, and strategic reinvestment. Our Infinity Series Shares maintain a stable $1.00 NAV through U.S. Treasury 0% Certificates of Indebtedness (C of I) — providing a sovereign-secured foundation for scalable market participation.

What We Offer

• Infinity Series Shares
  
• Corporate (2:1) – Entry-level debit-linked liquidity
  
• International (3:1) – Mid-tier with brokerage access
  
• Sovereign (4:1) – High-volume debit access
  
• Admiral (5:1) – Institutional-grade capital
  
• Global (1:1) – Central sweep account
  
• Series 6 (20:1) – Reserve & liquidity backstop
  
• Common Stock – Convertible for strategic real estate exchange; reclassified as Treasury Stock in reserve upon conversion.
  

Key Advantages

• Treasury-Backed Stability – Principal anchored in U.S. Treasury C of I
  
• Real-Time Liquidity – ATM & POS access, laddered redemptions
  
• Structured 2:1 Return – One unit cash + one unit reinvested
  
• Low-Fee Model – 0.5% management fee only at redemption; reinvested into reserves
  
• Property-for-Equity Exchange – Common Stock issued for real estate contributions
  

Why It Matters

We bridge traditional banking deposits with modern market-making frameworks. This means liquidity that’s:

• Stable – Sovereign-secured NAV
  
• Scalable – Leverage models from 1:1 to 5:1
  
• Compounding – Reinvestment deepens liquidity and market reach
  
• Accessible – Self-directed brokerage + debit card integration
  

Contact Us for the Private Placement Memorandum (PPM)
📧 info@vallescapital.com 📞 (928) 233-1345 🌐 www.vallescapital.com

Disclosure

This content is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities. Any investment in Valles Capital Inc. will be made only pursuant to definitive offering documents, which describe the terms, conditions, and risks of such investment.

Participation is limited to:

• Accredited investors as defined in Regulation D, Rule 501, and
  
• Up to 35 sophisticated non-accredited investors who meet suitability requirements under Rule 506(b).
  

No general solicitation is being conducted. Prior to acceptance, each prospective investor must:

• Complete the Company’s investor questionnaire, and
  
• Be determined suitable by the Company in its sole discretion.
  

All investments involve risk, including possible loss of principal. Past performance is not indicative of future results.

This image portrays the Valles Marineris on Mars, captured by NASA's Mariner 9 spacecraft.

As I engage my imagination, the etchings of an airplane form within the landscape. The wings, fuselage, and tail wing manifest, the aircraft slightly angled as if altering its trajectory just before encountering Mars' surface. The spectacle includes the presence of escape pods—implying an endeavor to evade the impending collision.

Contemplating this scene, I wonder about the thoughts that occupied the Captain's mind before steering such a colossal spacecraft into Mars...

In the realms of my imagination, I locate myself on board—not at the forefront where dignitaries may inhabit, but at the farthest reaches, within the tail section.

Here, a sequence of events unfolds: a cluster of individuals, driven by an intention, sabotages the hydraulic system—a domain under my jurisdiction. Simultaneously, the Captain persistently issues directives for augmented pressure. Concealed from his knowledge, the saboteurs seize control of my section, mandating the maintenance of reduced pressure. Ultimately, this dynamic compels the Captain to inspect the situation in person.

Following a scrutiny that absolves me from culpability, the Captain returns to the bridge. Over time, the crew notices the dwindling frequency of the Captain's communications and witnesses adjustments to the spacecraft's course. At this juncture, the Captain's voice reverberates in my ear, instructing me to "look out the window." I comply, recalling how he humorously positioned me there due to an alleged failure in executing commands.

Initially met with the expanse of space in see what I now realize a life pod leave the ship, my vision gradually descends, revealing the distinctive reddish surface of Mars. As this reality dawns upon the rest of the crew, anxiety overtakes their expressions. Their pleas—directed firstly to the Captain, and subsequently to me, beseeching course corrections—prove futile. Amidst an unexpected hush, we brace ourselves for the impending impact, escape pods initiated mere moments prior to the collision. The crew's clamor for salvation punctuates the air. Amid this turmoil, I remain seated, a quiet smile adorning my lips. It becomes evident to me that the upheaval traces back to their coup attempt against the bridge—a revolt motivated by their perceived substandard living conditions in the tail section. A sense of contentment washes over me; their impending fate appears as a consequence of their choices. Our distinctive experiences aboard the spacecraft—bridging the gap between privilege and hardship—reveal a stark truth.

Meanwhile, on the bridge, an intense sequence unfolds: the Captain orders all the onboard water to be redirected to the right side of the ship. The second-in-command strongly objects, warning that such an action could destabilize the ship and cause us to lose control.

Undeterred, the Captain asserts, "We're headed back to Earth, and those criminals from the tail section are with us. I won't let Earth be tainted by malevolant minds. We've spent so much time in space with these unappreciative people who've contributed nothing to our successful return except their enjoyment of the ride back."

Curious, the second-in-command asks, "What do you propose?"

After a few moments of silence, a crew member reports that nearly all the water has been shifted to the right side of the ship. Any further alteration might risk damaging storage containers, leading to flooding in living areas.

The second-in-command exclaims, "Stop this madness; we're all going to die!"

The Captain responds, "Have you lost faith in the resurrection. Have we been in space so long that your faith has faded? Has our time in space made us forget?"

With resolve, he emphasizes, "We need to find a way to survive without the influence of those animals in the tail section. I won't allow Earth to be mared by their presence. We've given up so much, spent so much time in space for this moment."

The second-in-command exclaims, "Are you crazy? Resurrection? You have to die for that to happen."

The Captain insists, "We're all going to die anyway. But we have to live with those malignant minds until then. Do you want that? Who's really acting crazy here?"

After a reflective pause, the Captain introduces a new thought: "Hold on, wipe that horrified look off your face. The first life pod left with enough time to reach Earth. Humanity will survive." Agreement ripples through the crew, paving the way for the continued redirection of water to the ship's right side.

Inevitably, the ship collides with Mars—a powerful impact that disintegrates the vessel. However, the redirection of water has a clever outcome. It transforms the ship into a sort of dart that sways back and forth. This altered trajectory slows down the collision with the right side being the last to impact the planet, resulting in the creation of a small ocean. In some Mars photos, you can see impacts from life pod impacts, you can even see rivers extending outward from the impact site. Some may speculate this event might be linked to the a water splash that initiated the deluge in Noah's time.

If a person earns $750 per week (earning $18.75 per hr. x 40 hrs. per week) and is earning at a 2:1 return investing in Admiral Infinity Class shares (meaning for every dollar invested, they earn two dollars), we can calculate the time it would take to save $5,000 under the assumption that all earnings from the investment are saved and that the person spends $750 per week.

Breakdown:

- Weekly earnings: $750

- Weekly spending: $750

- Investment return: 2:1

Since the person spends all their weekly earnings, the $750 would go into the investment account to generate returns.

Investment Return:

- Weekly investment: $750

- Return on investment: $750 * 2 = $1,500

Each week, the person gains $1,500 from the investment. Since they spend $750 weekly, the net gain would be:

- Weekly net savings: $1,500 (return) - $750 (spent) = $750

Time to Save $5,000

To save $5,000:

Time = $5,000 ÷ $750 (weekly net savings) = approx. 6.67 weeks. So, it would take approximately 7 weeks to save $5,000 to unlock Sovereign Infinity class shares.

Tax Implications of COGS:

1. Weekly Income: $750

2. COGS (Weekly Investment): $750

Impact on Taxes:

• If the $750 invested each week is considered a deductible expense (similar to COGS in a business), it would reduce the taxable income.

• The person’s taxable income could be significantly reduced or even eliminated depending on the country’s tax rules and how the expenses are reported on tax returns.

Example:

• Gross Income: $750 per week

• Deductible Expenses from investing (COGS): $750 per week

• Net Taxable Income: $0 per week (if the entire $750 is deductible)

In this case, since the person’s weekly income is fully offset by deductible expenses, their taxable income could be zero, meaning they might not owe any income tax on the $750 earned weekly.

Conclusion:

The COGS or weekly investing indirectly reduces taxable income, which can lower or eliminate the tax liability on the $750 weekly income. However, it’s important to note that this depends on a country’s tax laws, and the individual’s expenses must be qualified as deductible on income tax returns.

Short-Term and Long-Term Capital Gains Taxes: An Overview

Capital gains taxes are taxes levied on the profit made from selling an asset above the COGS deduction, such as stocks, bonds, real estate, or other investments. The amount of tax you pay depends on how long you hold the asset before selling it, which categorizes the gain as either short-term or long-term.

1. Short-Term Capital Gains Tax

Definition:

• A short-term capital gain occurs when you sell an asset that you have held for one year or less.

Tax Rate:

• Short-term capital gains are taxed as ordinary income. This means the profit you make from selling the asset is added to your regular income (such as wages, salaries, or business income) and taxed at the same rate.
• Tax rates range from 10% to 37% in the United States, depending on your income tax bracket.

Example:

• If you buy a stock for $5,000 and sell it six months later for $6,000, you have a short-term capital gain of $1,000.
• If you are in the 24% income tax bracket, you will pay $240 in taxes on this gain.

2. Long-Term Capital Gains Tax

Definition:

• A long-term capital gain occurs when you sell an asset that you have held for more than one year.

Tax Rate:

• Long-term capital gains are taxed at a lower rate than short-term gains, reflecting the incentive to invest for the long term.
• In the United States, the tax rates for long-term capital gains are 0%, 15% under $499.999, or 20% over $500,000, depending on your taxable income.

Example:

• If you buy a stock for $5,000 and sell it two years later for $6,000, you have a long-term capital gain of $1,000.
• If your taxable income places you in the 15% long-term capital gains tax bracket, you will pay $150 in taxes on this gain.

Key Differences

1. Holding Period:

• Short-Term: Held for 1 year or less.
• Long-Term: Held for more than 1 year.

1. Tax Rates:

• Short-Term: Taxed as ordinary income, with rates ranging from 10% to 37%.
• Long-Term: Taxed at preferential rates of 0%, 15%, or 20%, depending on income.

1. Investment Incentives:

• Long-term capital gains rates are lower to encourage long-term investment, promoting stability in the markets.

Planning Considerations

• Tax Efficiency: Investors often aim to hold assets for longer than a year to benefit from the lower long-term capital gains tax rates.
• Tax Brackets: Being aware of your income tax bracket can help you plan when to sell assets, potentially reducing your overall tax liability.
• Timing: If you’re close to the one-year holding period, it might make sense to wait to sell to benefit from lower long-term capital gains rates.

Understanding the difference between short-term and long-term capital gains taxes is crucial for effective financial planning, as it can significantly impact your after-tax returns on investments.

Best regards,

Angel Michel Valles

CEO, Fund Overseeing Officer

Valles Capital Inc.

928-233-1345

www.VallesCapital.com

info@VallesCapital.com