Sunday, July 17, 2011

In connection with the proposed offering of residential beneficial interests in the Sun Village Juan Dolio project (“Residential Interests”) within the U.S. by an affiliate of Elliott (“Elliott”), the following guidelines must be followed in order to conform with the “Condominium Release”, (“Release”) issued by the U.S. Securities and Exchange Commission (“SEC”) and the applicable SEC No Action Letters interpreting the Release and avoid characterization as a security.

No representations may be made in sales presentations with regard to the potential economic or tax benefits of ownership of a Residential Interest, or projections or representations of potential profitability of including the Residential Interest in the rental program.¹
Advertisement or discussions of the rental management services by the sales people prior to execution of a purchase contract is limited to a statement to the effect that “ownership may include the opportunity to place the Residential Interest in a rental arrangement”.²
No contract may be entered into for the provision of rental management services prior to the signing of a contract for the sale of a Residential Interest.³
The rental management program may not involve a pooling arrangement.⁴ Rental income must be allocated to separate accounts for each Residential Interest owner.⁵
The Residential Interest owner’s right to use the Residential Interest may not be unreasonably restricted.⁶ Elliott cannot require that the Residential Interest be available for rent for any part of the year or otherwise materially restrict the owner’s occupancy prior to entry of the owner into a voluntary rental agreement.⁷ The owner may enter into a voluntary rental arrangement for a fixed term, such as five or ten years.⁸

B. Procedures For Offering The Sun Village Juan Dolio Rental Program

Based on the foregoing, the sales and rental program offering for the Sun Village Juan Dolio project (“Project”) must he handled with strict adherence to the following procedure:

1. No written materials sent to a sales prospect and no statement made during a sales presentation may refer to a rental program in any way EXCEPT the following:

a. “You may use the Residential Interest, rent it to others through your efforts or an independent real estate broker or agent or you may elect to join the rental program sponsored by Elliott”;

b. “Ownership of a Residential Interest may include the opportunity to place the Residential Interest in a rental arrangement sponsored by Elliott.” .

2. IF AND WHEN a prospect asks about the Elliott sponsored rental program during a sales presentation, the prospect must be referred to a rental agent who is separate from the sales agent working with the prospect. Whether the rental agreement questions come up in a sales meeting or as a result of receiving written materials, only the rental agent may provide the details and terms of the rental program for the prospect to consider prior to execution of a purchase agreement. The rental agent will be a representative of Elliott who may be reached by phone during the sales presentation at a phone number to be provided by Elliott and who will explain the terms of the rental program and answer questions but will not provide any projections, estimates, promises of potential income or profit.

3. Once the prospect receives the information about the rental program and indicates a desire to buy a Residential Interest, the prospect may sign a purchase agreement, and only after signing the purchase agreement, can the prospect be given the rental agreement and then decide to sign it. The rental agreement must be faxed or emailed to the prospect by the rental agent and cannot provided by the sales agent. The rental agreement can be sent to the prospect by the rental agent while the prospect is in the sales office or with the sales representative and when signed must be returned to the rental agent and not kept as part of the sales document package or file. The signed rental agreements must be kept separate from the signed sales documents and held by the rental agent only.

4. All of the sales and rental documentation are designed to comply with the U.S. securities laws discussed previously so as long as the sales agents follow the above procedure in sections 1 through 3, the sales and rental transactions should comply with the applicable rules.

C. Absolute Rules and Prohinitions

In connection with the offering and sale of the Residential Interests, please note and remember the following:

1. ALL SALES MUST BE SUPERVISED AND APPROVED BY THE HOLDER OF A VALID REAL ESTATE SALES OR BROKERAGE LICENSE IN THE STATE WHERE THE SALE IS MADE. THE LICENSES MUST BE HELD IN COMPLIANCE WITH THE LAW OF THE STATE WHERE THE SALE IS MADE.

2. NO OFFERS OR SALES MAY BE MADE IN ANY STATE WHERE THE OFFERING OF THE RESIDENTIAL INTERESTS IS NOT REGISTERED WITH THE STATE UNLESS THE OFFERING IS EXEMPT FROM REGISTRATION AS CONFIRMED BY ELLIOTT IN WRITING.

3. ALL OFFERS OF THE RESIDENTIAL INTERESTS IN STATES WHERE REGISTRATION IS REQUIRED WILL INCLUDE A RIGHT OF THE PURCHASER TO RESCIND THE PURCHASE (A “COOLING OFF PERIOD”) OF VARYING PERIODS (USUALLY 3 TO 10 DAYS). THIS RIGHT OF RESCISSION CANNOT BE WAIVED. A SALE CONTRACT CANNOT BECOME EFFECTIVE UNTIL AFTER PASSAGE OF THE APPLICABLE RESCISSION PERIOD. A RENTAL AGREEMENT MAY BE SIGNED DURING THE RESCISSION PERIOD SO LONG AS IT IS SIGNED AFTER THE PURCHASE CONTRACT IS SIGNED.

4. UNDER NO CIRCUMSTANCES CAN SALES AGENTS DISCUSS ANY POTENTIAL FOR INCOME, GAIN OR PROFIT RESULTING FROM PURCHASE OF THE RESIDENTIAL INTERESTS OR CAN ANY SALES AGENT OR OTHER PERSON PROVIDE A PROSPECTIVE PURCHASER WITH ANY ESTIMATE, PROJECTION OR OTHER INFORMATION ABOUT SUCN POTENTIAL FOR INCOME, GAIN OR PROFIT. THE PURCHASER IS REQUIRED TO SIGN A STATEMENT AS PART OF THE PURCHASE DOCUMENTS STATING THAT NO SUCH DISCUSSION HAS OCCURRED AND NO SUCH MATERIALS HAVE BEEN PROVIDED.

Monday, July 11, 2011

Maxim demanded more expensive product...... Maxim was paid well!

PAYMENT SCHEDULE

	A	B	C	D	E
1	Analysis of Payment to:
2	"Dennis Publishing Group"
3	"Alpha Media Group"
4	License Agreement dated November 26, 2006
5	First Amendment Agreement dated April 30th, 2007
6
7	DATE	AMOUNT	DESCRIPTION	Contract Section	Comment
8	12/13/06	$100,000.00	Maxim Licensing Fee	4.1 Initial License Fee	Non-Refundable
9	4/18/07	$25,000.00	Maxim Licensing Fee	4.2 Royalty Advance	Non-Refundable
10	5/30/07	$25,000.00	Maxim Licensing Fee	4.2 Royalty Advance	Non-Refundable
11	7/11/07	$50,000.00	Maxim Licensing Fee	3.0 Amendment Fee	Non-Refundable
12	TOTAL	$200,000.00	TOTAL ROYALTY FEES PAID
13
14	Need to Confirm	$140,641.00	Maxim Bunglaows - Cofresi	4.3b/4 Real Estate Royalty	Royalty Paid
15	5/16/08	$124,223.00	Maxim Bungalows - Cofresi	4.3b/4 Real Estate Royalty	Royalty Paid
16	5/16/08	$105,878.00	Maxim Bungalows - Juan Dolio	4.3b/4 Real Estate Royalty	Royalty Paid
17		$370,742.00	TOTAL REAL ESTATE ROYALTY FEE PAID
18
19	Note:	-	July 1, 2007 to June 30, 2008 Minimum requirement	4.4 Guaranteed Minimum	$300,000
20
21	4/25/07	$1,700.00	Yacht Name Change "Independence" to "Maxim"	1.13/2	Name Change Fee
22	6/13/07	$64.65	Maxim decals for Yacht	1.13	Identification Maxim
23	7/25/07	$1,500.00	Yacht Name Change "Maxim" to "Independence	2. Amendment 1	Name Change Fee
24		$3,264.65	TOTAL YACHT EXPENSES RELATING TO MAXIM
25
26	5/26/08	$9,500.00	Maxim Magazine - Stitch In Cards	Not Included in Contract	Advertising
27
28	??	$48,533.98	Liability Insurance Premium - $20,000,000	1.12/ Insurance
29
30		????????	Legal Fees - Gardiner-Roberts, LLP	Requested Amount
31
32	Note:	-	Contract Term November 2006 to June 2017	3.1 Term of Agreement	Options for \|renewal
33	Note:	-	Early Termination 6/30/2012	3.2 Early Termination	Performance Based
34	Note:	-	Licensor Termination Rights	9.1 to 9.1.16	To Be Fully Reviewed
35	Note:		Licensee Termination Rights	9.2 to 9.2.12	To Be Fully Reviewed
36
37
38		$632,040.63

Thursday, July 7, 2011

Representations made by Elliott

http://sunvillagefacts.com/files/Memorandums/Memorandum_Maxim_Bungalows_Residence_Juan_Dolio.pdf

Promises: 10.00% Non Use Fee per year, payable quarterly

Term: a five year period with a 10% penalty for any withdrawal prior to the 5 years. This provided the understanding a withdrawal could be possible anytime with a 10% fee.

Wednesday, July 6, 2011

Derek Elliott: The Sun Village Resort & Spa Juan Dolio opens in early 2007

http://sunvillagefacts.com/files/Marketing/JuanDolioOpeningEarly2007.pdf

Sun Village Resort & Spa Cofresi .....including the new 120 room luxury expansion, The Residence, which opens in December 2006

The Sun Village Resort & Spa Juan Dolio opens in early 2007

Saturday, July 2, 2011

Who prepared which documents for consumers

Who prepared which documents for consumers:

WPL prepared the following consumer documents

1) 18 page dislosure (Schedule to Residence Agreement)

2) Residence cofresi contract

3) Residence juan dolio contract

4) Maxim licensing and marketing agreement

5) shareholder prospectuses

6) All EMISV stock related consumer documents

Tabitha Irwin (Organgeville office) prepared the following consumer documents

1) Reservation Document (juan dolio passport)

Richard Davis (GT) prepared the following consumer documents

1) Founders fee agreement- Impact agents and family and friends ONLY

2) Fraction- Beneficial Interest closing docs.

3) Real estate Broker training documents

4) Idaho real estate disclosure/ offering

5) california exemption

6) DR closing technique

7) rental managment agreement