belaire golf resort and spa

Hi all! In light of all that is happening and has happened with Belair, I want to share a letter that I wrote several years ago to quell the rumors on a Belair “owners” website. We bought in the month the ”operation” began.-January 2007 contract numbers 280 and 286. The ink wasn't even dry on the contracts but we could see ourselves basking in the sun, looking at the alligators, and cooling off in our little dipping pools. We were “wined and dined” by Antonio. And heard his life story-his father's Las Vegas casino connections, Antonio making trips with cash to Luxembourg, his beauty queen wife, his mother-in-law insisting their son Jonathan have the mother’s maiden name Tomasello, Antonio making sure their daughter Bridget moved to the United States to have her illegitimate son, Elvis, so that his Mexican father would have no legitimate claim to him, Antonio's plastic surgery after losing so much weight by having his stomach tied off-or whatever they call it, his magnificent home in PV, the hospital he built in PV, the new home he had built in El Tigre in NV because he felt he needed a home in the gated community, the designer clothes and the $500,000 Patek Philippe watch-on and on and on. And then his heart attack etc.

I want to “make your day” and make you laugh until you fall off your chair. Here's the letter! I can't believe I wrote it!!! January 30, 2009 Dear Fellow Belaire Resort owners, When we arrived in PV on January 12 we knew we had to see what was or was not happening at the Belaire. We had not been in PV since January 2008. We were really concerned about many issues because of what we read on certain blogs, what did Not seem to be changing on the Belaire website camera, construction progress, validity of our investment, possible Belaire bankruptcy, lawsuits, employee turnover, completion of construction, lack of response from customer service, etc. Then to top it off, we went on a Grand Mayan (we were staying there in NV) presentation (to get the 10% off) and were told the Belaire was a HUGE SCAM and that all the resorts were trying to shut them down. Off we went to get-we hoped- the truth! We did not want to meet with a sales rep. so we spoke to Antonio Copela by phone. He was in Mexico City seeing about getting the Belaire steel girders more quickly. He arranged for us to talk to Paul Diaz, Verification Loan Officer. Ultimately we returned 3 times for long discussions-several hours each- with Paul Diaz, Sergio Joya, Customer Service, Antonio Copela, his son Jonathan Tomasello, Gabriele, corporate attorney, and John Anthony, the head of the Travel Department in Arizona. They did not shy away from any questions or concerns. So all that you will now read is what we understand to be the situation as a result of these discussions. Our Investment: By Mexican law all land and construction costs must be funded by the developer prior to pre-construction sales. Our preconstruction investment dollars are being used for purchase and development of future resorts, i.e. in NV, Cancun and Miramar, boutique residence club nestled in Conchas Chinas hills 10 min south of PV center/Malecon(we visited Miramar with Sergio. Work there is progressing rapidly and Miramar is scheduled to open approximately March 1. What a fabulous view of Banderas Bay!!!!!!!!!). Construction Delay: 14 month delay caused by in 2007 the unanticipated depth of bedrock upon which footings & foundation must rest. And in 2008 the PV government needing some “encouragement” to grant a permit to allow the Belaire to be 10 stories and inability of IDOM the Spanish contractor to fulfill its contract. Presently Antonio is personally supervising the construction and shipments of the steel piers from the supplier in Leon. In the 3 weeks we have been here we have seen several shipments of steel and their immediate placement. The site is small so there really can not be any storage. From our knowledge of construction it is feasible that within 3 months 3 floors will be completed with the placement of utilities, duct work, waste system etc. The present model building will be destroyed and sales office, model etc. will be moved to tower 1 and work will begin on the pool. Completion is expected by end of Dec 2009-if all stays on schedule with no unexpected delays. Floor plan: The placement of the towers has changed slightly (Go to website). The units will have only minor positive changes to model on site. Furniture has already been purchased and is in storage. Employee turnover: We all have had issues with getting responses to questions etc. We believe that those who were let go or left were unable to perform up to expectations!!!!! Lawsuits: It was reported on one blogs that there was a lawsuit filed by IDOM the Spanish contractor. According to Antonio no lawsuits have been filed against Belaire. Financial issues: Some people have not completed payments due to health or personal financial difficulties and not because of issues with Belaire. Usage of Weeks at Belaire: It is our understanding that as of May members can request weeks at Belaire for 2010. If Belaire is not completed then Miramar & other resorts will be made available. The Luxury Experience website will allow you to find resorts for 2009. Belaire Private Residence Club: By definition a “Private Residence Club” is a resort of extremely high quality. Only 70% of the units can be sold. The developer must keep 30% so that units are always available to members. Upon completion of Tower 1 upscale resort exchange companies like The Registry Collection will come onsite to judge the quality of Belaire Resort facilities and amenities and then offer alternative very upscale exchanges.

Our 3 weeks in PV has been very productive, fruitful and positive because after our investigation we feel assured that Belaire will be the fabulous resort that we all want it to be. We are most happy to share this information with fellow members and owners.

What is Carolynt490 talking about? The post makes no sense whatsoever.

Sorry! My message as seen on page 45 was not displayed as sent .The original had bullets and paragraphs. So if you can separate the ideas it will be easier to follow. I told you about Antonio and how well we thought we knew him. Then I shared a long letter I had composed in 2009 that showed how he continued to beguile us. I wanted you to laugh at my stupidity as I now do! WE were all snookered.

Yes, amazing how intelligent people can fall for such lies. But, it happens to the best of us.

I don't understand how Antonio continues to get away with the deception. Why can't he be stopped? If I knew of a way, I would make it my life's mission so that no one else has to suffer the losses that we all have. He even went so far as to bring religion into selling us his pack of lies.

I can't believe that with as many people as he has deceived there is NOTHING we can do.

It is my understanding that since his release from LA Jail in June he might be set up in the San Fran area trying to scam previous victims again. I would suggest that US citizens contact law enforcement to see if he has any parole conditions etc that he may be violating if he indeed is behind the recent emails from Signature Club Premiere. I'm told that he best not show his face, face lift or not, in Mexico or he will regret it.

I told my Mom to have them mail something to her about getting her her $$ back. The Feds don't appreciate scams using the Post Office. Doubt they will. I hate them.

LOL Carolyn! I was wondering what it was you were trying to say. It sounded like you believed all their horse manure!

yes the law suite was one of the biggest scams. that was still part of the group of people who scamed the old lost american owner. the class act law suite lost the case due to NO real evidence of the project ever not eing built. The mexican attorney that is in cgarge of the class act suite is just trieing to get power of attorney of a group of members and then process the settlement that is taking place. i have takled to some old memebrs that have been scamed from velas group the mayan playa del sol la tranquilla vallarta gardens. you need to all wake up its all just a painted piceture to keep the american turrist spending all there money in mexico. we just enrolled into the loyalty rewards with payback points program. we rolled back our equity and the service is great we can finally use our timeshare that we bought 6 year sago when it was all dirt. the class act law suite is the biggest joke out there. we came to find out they dont even exist in mexxico. its just another lie from the same theves that were involed and main reason why the belaire propertie was never built . the enginier GABRIEL GUADALUPE CLAVEL CARMONA and JUAN VELAS TEAM they are the main ring leaders behind the whole mess.

keep waiting you will wait and wait for a very important date. no time to say hello good buy but wait wait wait

the developeres did not have anymoney left after over 50millions dollars was stolen from the enginier and construction crew Gabriel guadalupe clavel carmona the profeco is in on the deal also so be very careful thats another big lie you people love to belive all the old war stories frm the tugs and internet

the only way to veryfi is to have all the copies of the contracts and see if they match your copies and your uniform settlement statement and liquidation for stamped by the public notary in puerto vallarta

yes that is so true mr capella was never even notified from any of the workers that used to work at the belaire admin offices. not even the legal attorneis would show up to the profeco cases because it wasaan inside job cant you all relize the picture they scamed the american owner just like they scamed you and i. me and my husband sunk over 750k and we just now started to usethe darn thing by converting to points we have millions of points that we use to travel now on flight and rooms and cruises. we like i t alot better then gattering with a bunch of old members still trying to take legal action in a third world country it just doesnt work people were american and they scam all americans. look at the mexican governemrtnt is to much curruption and everybody getts a peice of t he pie.

you just got trapped into the biggest scam from the same people who took down the old american lost owner just think about it why would mexico give back any money to any american its a big joke if you ask me but people fall for it every day. its like a drug and they need timesharealcholiks

its so funny but they re all out of jail already so its so funny to see all the comments of how everybod y is so happy the crooks ae in jail dont you all see the news lately you go in the front door of the jail and out threw the back door for just alittle money. thats a big lie jail. all the crooks now operate the vallarta garden project out in punta de mita same ting just a different zona

us embasy nor the candian concel nor the mexican goverment can do anything about it everybody is in on the deal wak up and smell the cofeeee

jamesh720 wrote:

We received a call from Allen Dale, same request. Has anyone seen any money?

renat6 wrote:

Well guess what everyone, This will NEVER be over. I was one of the fortunate ones that master card paid me back my money because my contract said first year of use 2010. When the Beliare wasn't built there was no way for me to use my timeshare so they gave me my money back. I paid down payment and 17 payments out of 60. They refunded me everything. Well guess what, now, 4 years later, Private Residence Club has issued collection action on me since I signed up for their club and stopped paying. They first started saying I owe the whole amount to them less my deposit. So $26000 they first said I still owe. They said I stopped paying in Nov 2011. I actually stopped June 2009. I asked them for a record and balance of everything I paid with the dates I paid them. They sent me a list of payments, which were not what I paid, or the dates, but now my balance is only $8000. They also have copies that they sent me of my contract some of which I never even received. Obviously our names and information have been sold to someone. I'm glad I changed my credit card info but they have photocopies of our drivers licences. SCARY! They are scaring people hoping to get more out of us. I wish I knew how to track these crooks down. I asked for my payment info because I knew only the original private residence company would have my actual payments and would know that I got all my money back. These crooks are just trying to get some more money. People are nasty. I feel for all of you who didn't get your money back and lost your timeshares, my heart aches for you. Rena

yeah your one of the lucky ones if you so called it

more bs OCTOBER 1, 2008 MEETING MINUTES

I.- Liquidation of GCI

Since various months ago it was agree to liquidate GCI. Since that time CLS consulted with attorneys in Guadalajara, to execute this operation. Considering the characteristics and the fiscal liabilities of the company, the proposal fees of the attorneys is the amount of $600,000.00 Mexican pesos (30% advance payment, 35% at filing de documents before the fiscal authorities (Mexican IRS) and 35% at the end of the liquidation) this includes the legal liquidation of the company, the cancellation of the Tax Payers Identification number (“RFC”) (including al the compliance of the obligations regarding the declarations filed). The attorneys committed to deliver in no more than 4 months the complete and total liquidation proof.

No withstanding the foregoing, FGP mentioned the necessity to check with other law firms the cost of this operation in order to obtain the less expensive proposal for the group.

It was concluded that no later than this week FGP will inform CLS the amount of the other law firms proposal, for in its case look for the best offer in Guadalajara.

In these effects, it is important to mention that the fiscal year closing it’s closed and the obligations of GCI are accumulating, for which is necessary to resolve on this matter as soon as possible.

II.- Inter-companies Operations

Since the beginning of this year and because of the restaurant opening and the purchase of the lot by RIF, an operating problem, consisting in that some payments are made by one company, but the fiscal receipts and invoices are issued in favor of another. Resulting that these payments and expenses an nondeductible for Income Tax Purposes (“ISR”) for the company that realize the expense, because it was not paid with its own capital, because of this, the tax authorities cannot probe that monies for that payment came from the company capital.

This usually applies for the restaurant payments made by WR or FRI. The original instruction or initial scheme provided that the incomes and expenses, meaning the restaurant operation shall be carried out by FRI.

This situations is also present in the expenses made in connection with the construction carried by WR, in a construction property of FIR (please remember that the property was conveyed).

The tax laws in Mexico allow a company to pay the expenses in favor of another. For this a special proxy is mandatory, for example where FIR give faculties to WR to make such payments in his behalf.

It was mentioned that is not the customary procedure to execute the operations. Likewise, it was mentioned that in its case, it is possible that we will need to explain to the authorities the business reasons why the operations were made under this terms. To this effect, it was required the cooperation of all the manager and directors of the companies, because by knowing them they shall help to find the reasons that allows us to explain such operations on behalf of third parties, for example: (i) the permits obtaining, (ii) while the share time agreement are authorized (iii) while all the operating licenses are obtained, etc.)

III. - Pending information regarding the sale of the real estate lot.

It was remembered the cash flow obtained from the operation:

“….Member John Metzger gives monies to FIR, FIR pay the real estate lot to WR....WR “contracted” AST to pay for the commercial advice services…. AST and its affiliated companies, return monies to Member John Metzger….”

FGP wanted to know the status of the pending information and documentation resulting from Juan José resignation.

CLS mentioned and explained the following:

1. - That the three invoices corresponding for the payments made by WR to AST were delivered to FGP.

Likewise, a copy of the agreement executed between WR and AST evidencing the operation was printed. FGP committed to obtain the signature from WR and to send the agreement to Guadalajara and CLS will get AST signature.

2. - It was mentioned to FGP that as per Member John Metzger request a loan agreement was made to be enter into AST and Member John Metzger, to evidence and justify the monies that AST gave to Member John Metzger. A copy of the agreement was handed to Juan Jose for him to deliver it to Member John Metzger.

Member John Metzger commented that the translation was not accurate, and he will prepare the document. During the meeting at the lunch time the Director of the company have a telephone call with Member John Metzger to remember him this pending matter. Meanwhile we will wait for Member John Metzger’s proposal.

3. - CLS asked FGP that if the management of WR wanted to consider the amounts given by Member John Metzger as a contribution to or as a loan to FIR. FGP discussed this issue with the General Manager and he resolved that it shall be considered as a loan. It still pending to draft the agreement and the corresponding promissory note, in this regards the management of the company mentioned that Member John Metzger have no inconvenience that the note is prepared with a low interest rate and an interest long term expiration.

IV.- Fly and Buy Operations

Regarding this point the accountants discussed their questions in connection with the record of these operations, because the parties involved in this operation are not well identified, for example, an agency is contacted, a different hotel provide de service, it is paid to a different person and furthermore the fiscal receipt cannot be obtained in order for WR or FIR prove such expense. It also important to point out that is an expense made abroad.

It was concluded to ask the agency with which the negotiation were made and who also discount the resources from WR accounts to deliver a balance or in its case an invoice , in which its monthly or weekly described the discounted amounts, for this documents along with the agreement proves the corresponding expense.

Neither FGP nor the accountants know the corresponding agreement and we believe that this document is important to prove the expense and to be deductible.

V.- WR fiscal liabilities – 2008 provisional payments – Investor Agreement fiscal treatment

WR paid all the accrued taxes in fiscal years 2006 and 2007 and all the monthly and annual tax revenues were filed.

However, the taxes corresponding to this year have not been paid. The accountant of the company informed that as to August the outstanding amount for taxes is the amount of $3,500,000.00 pesos, these taxes are corresponding to the VAT and provisional payments for Income Tax.

Furthermore, it was remembered that as part of the fiscal tax strategy for fiscal years 2006 and 2007, it was proposed to amend some of the agreements executed with the clients, hence, instead of being share time agreements they will be considered as investment agreements, meaning that, the amounts paid to WR will be considered as a loan to WR and in case during the following 2 year they are not paid, WR is bound to deliver share time units of fractional, pursuant to the corresponding agreements. This permitted deferring the income for two years following the execution of the initial agreement. Consequently, WR must recognize in 2008, the corresponding incomes from the investment agreements signed in year 2006, because two years have passed since the original execution.

The accountants and WR personnel concluded to determine the pending incomes corresponding to year 2008 (please refer to paragraph VI below)

VI.- Liquidation of WR – share time agreements assignment of rights

Based on the actions adopted by the company management regarding transmitting WR operation to FIR (real estate sell, restaurant operation, filing new recordation of the share time agreement before the Federal Consumer Protection Agency – PROFECO, etc.) and taking into account the possible legal contingencies for DLR matter, is was analyzed the possibility to liquidate WR.

CLS mentioned that the liquidation will as well have the effect to eliminate the current tax liabilities of WR including the deferred taxes triggered from the investment agreements referred to in paragraph V before.

From a financial and tax point of view, it was concluded that is more viable this liquidation, however, all concluded that it is more important to analyze the legal effects of the share time agreements; even the General Manager pointed out that the undertakings assumed before the clients shall prevail, and that it shall be analyzed the possibility that FIR assume such obligations.

Regarding the share time assignment of rights agreement to be entered into WR and FIR, no relevant problem is foreseen. The important issue is to analyze that WR has in these agreements the obligation to deliver units and provide share time services.

CLS mentioned that he will discuss this matter with his Firm attorney, to get his preliminary opinion in connection to this matter (viable or not), as well as for him to propose a number of steps (prior to liquidation) and his attorney fee.

FGP mentioned that she was going to ask for proposals with other attorneys, to analyze the more economic proposal for the group.

VII.- Audited Financial Statements

The auditors mentioned that even when their report and opinion on the financial statements for fiscal year 2007 was prepared from a time ago, they were not delivered because they have not have the meeting with the company managers to discuss the important point of their opinion.

Gabriel Guadalupe Clavel Carmona committed to review the auditor’s report and the financial statements, to make his respective comments and suggested translating the auditor’s report into English in order for the CEO of the company to analyze them.,

The auditors handed to Gabriel Guadalupe Clavel Carmona the outstanding invoices corresponding to the auditing services provided to WR

In addition, CLS mentioned as per Gabriel Guadalupe Clavel Carmona request mentioned the range of his services provided during years 2006 and 2007. In that regards, CLS mentioned that according to the written proposal accepted by the company, the implementation of the saving income tax and VAT strategies tasks in connection with tax regularizing the companies of the group were implemented, and based on the tax saving a percentage of his Firm fee was agreed.

Furthermore, CLS clarify to Gabriel Guadalupe Clavel Carmona, that from the total amount of the corresponding fee, he diminish the amounts paid during his working period and the fee corresponding to the preparation of the report on the financial statements, which even though they are not related to the tax services, he absorbed them as a favor to the company, likewise, he reduces the fee percentage to be paid from the original services proposal.

He also mentioned that his fee for the years 2006 and 2007 were paid in full.

VIII.- State Treasury requirements – current situation on the fiscal addresses – assets transmission from WR to FIR

The accountants mentioned that some compliance obligations requirements were received from the state and tax, authorities, in the addresses were the companies of the group were registered in the RFC. These addresses do not correspond to the real location of the companies.

Also, the accountant mentions their concern about the process that shall be following up to transmit the assets (machinery, constructions, computers, cars, etc.) from WR to FIR.

It was agrees that once the management of the company analyze and authorize the liquidation of WR, these matter will be analyzed to minimize the corresponding impact.

rodrigoc5 wrote:

The class action has been resolved in first instance by the judge. The defendants may still appeal the resolution, and therefore it will not be definitive until the corresponding term for appeal elapses without there being one. Nevertheless, the court ruled favorably for the plaintiffs in this case, as translated from the actual sentencing document.

IT IS VERY IMPORTANT TO NOTE THAT ANY MONETARY SETTLEMENT WILL BE DETERMINED INDIVIDUALLY BY THE JUDGE FOR EACH MEMBER. EACH MEMBER WHO HAS NOT DONE SO, WILL STILL HAVE TO DOCUMENT THEIR CLAIM WITH SUPPORT EVIDENCE SUCH AS ORIGINAL CONTRACTS (OR ALTERNATIVELY DULY CERTIFIED COPIES WITH APOSTILLE OR LEGALIZATION WHEN REQUIRED BY LAW), TRANSLATIONS INTO SPANISH IF THESE ARE IN ENGLISH, PROOF OF PAYMENT (CREDIT CARD STATEMENTS, VOUCHERS OR WIRE TRANSFER CONFIRMATIONS), LETTER OF ADHESION. ADDITIONALLY OTHER INFORMATION MAY BE REQUIRED BY THE JUDGE IN EACH INDIVIDUAL CASE.

DO NOT FALL FOR SCAMS CLAIMING TO HAVE A BALANCE FOR SETTLEMENT IN A MEXICAN BANK TO BE RELEASED UPON PAYMENT OF UP FRONT FEES !!!!!!!

Resolution Section of the Sentence.

FIRST.- The class action that was filed as an individual homogenous class action filed by Carlos Roman Hernandez, in his character as legal judicial representative of the Civil Association called “Defensa Colectiva A.C.” is favorable to the plaintiffs, who ascertained their actions in respect to the considerations contained in their initial complaint document against RESORT INTERNATIONAL FOUNDATION S DE R.L. DE C.V., as assignee of the rights of WORLD RESORT MARKETING ENTERPRISES, S. DE R.L. DE C.V., consequently:

SECOND.- All agreements executed between the defendant RESORT INTERNATIONAL FOUNDATION S. DE R.L DE C.V. as assignee of the rights of WORLD RESORT MARKETING ENTERPRISES, S. DE R.L. DE C.V.; with the members of the plaintiff class, and those who adhered, as well as those consumers that further adhere to this sentence in the terms of the law; are hereby rescinded.

THIRD.- RESORT INTERNATIONAL FOUNDATION S. DE R.L. DE C.V. as assignee of the rights of WORLD RESORTS MARKETING ENTERPRISES, is hereby sentenced to refund the amounts paid by each one of the members integrating the class and those who adhere.

FOURTH.- The defendant RESORT INTERNATIONAL FOUNDATION S. DE R.L. DE C.V. as assignee of the rights of WORLD RESORTS MARKETING ENTERPRISES are condemned to the payment of damages and losses caused to the members of the plaintiff class, quantifiable and pending liquidation in by incidental means, upon the execution of the sentence.

FIFTH.- RESORTS INTERNATIONAL FOUNDATION S. DE R.L. DE C.V., as assignee of the rights of WORLD RESORTS MARKETING ENTERPRISES, is hereby sentenced to the payment of delinquent interests, at the legal rate of nine percent per year on the amount that has to be returned individually to each member of the plaintiff class and those who adhere, that will generate from the moment that the refunds are legally collectable from the defendant, and in the case that the latter does not fulfill the sentence.

SIXTH.- RESORTS INTERNATIONAL FOUNDATION is hereby sentenced, as assignee of the rights of WORLD RESORTS MARKETING ENTERPRISES, to the payment of expenses and costs in favor of the plaintiffs and the adhered, in the terms corresponding to this instance, which must be regulated incidentally.

As resolved and undersigned by Mario Oscar Lugo Ramirez, First District Judge in Civil matters in the State of Jalisco, before Licentiate Rafael Martinez Garcia, the Secretary that authorizes and attests to the above.

here is the evidence that is all a big scam it was all planned back from 2008 they had the plot written out read..

keep falling for them all belaire junkies

carolynt40 wrote:

Who sent this message?

Monday, January 12, 2015

Final hearing takes place, evidence period concluded, closing statements to be presented by parties.

On January 5, 2015, the final hearing in the class action (Accion Colectiva 320/2013-VII), took place without the appearance of the defendant. In regards to the testimony and confessional evidence that were presented by the plaintiffs and that were to be discharged by the defendant; due to the fact that the defendants did not appear, the judge determined their lack of interest and in consequence, ruled to consider them confessed to the matters set forth in the confessional questionnaire. The final hearing has concluded the evidence period. The parties are therefore summoned to deliver their closing arguments and statements within a period of 10 business days.

OCTOBER 1, 2008 MEETING MINUTES

I.- Liquidation of GCI

Since various months ago it was agree to liquidate GCI. Since that time CLS consulted with attorneys in Guadalajara, to execute this operation. Considering the characteristics and the fiscal liabilities of the company, the proposal fees of the attorneys is the amount of $600,000.00 Mexican pesos (30% advance payment, 35% at filing de documents before the fiscal authorities (Mexican IRS) and 35% at the end of the liquidation) this includes the legal liquidation of the company, the cancellation of the Tax Payers Identification number (“RFC”) (including al the compliance of the obligations regarding the declarations filed). The attorneys committed to deliver in no more than 4 months the complete and total liquidation proof.

No withstanding the foregoing, FGP mentioned the necessity to check with other law firms the cost of this operation in order to obtain the less expensive proposal for the group.

It was concluded that no later than this week FGP will inform CLS the amount of the other law firms proposal, for in its case look for the best offer in Guadalajara.

In these effects, it is important to mention that the fiscal year closing it’s closed and the obligations of GCI are accumulating, for which is necessary to resolve on this matter as soon as possible.

II.- Inter-companies Operations

Since the beginning of this year and because of the restaurant opening and the purchase of the lot by RIF, an operating problem, consisting in that some payments are made by one company, but the fiscal receipts and invoices are issued in favor of another. Resulting that these payments and expenses an nondeductible for Income Tax Purposes (“ISR”) for the company that realize the expense, because it was not paid with its own capital, because of this, the tax authorities cannot probe that monies for that payment came from the company capital.

This usually applies for the restaurant payments made by WR or FRI. The original instruction or initial scheme provided that the incomes and expenses, meaning the restaurant operation shall be carried out by FRI.

This situations is also present in the expenses made in connection with the construction carried by WR, in a construction property of FIR (please remember that the property was conveyed).

The tax laws in Mexico allow a company to pay the expenses in favor of another. For this a special proxy is mandatory, for example where FIR give faculties to WR to make such payments in his behalf.

It was mentioned that is not the customary procedure to execute the operations. Likewise, it was mentioned that in its case, it is possible that we will need to explain to the authorities the business reasons why the operations were made under this terms. To this effect, it was required the cooperation of all the manager and directors of the companies, because by knowing them they shall help to find the reasons that allows us to explain such operations on behalf of third parties, for example: (i) the permits obtaining, (ii) while the share time agreement are authorized (iii) while all the operating licenses are obtained, etc.)

III. - Pending information regarding the sale of the real estate lot.

It was remembered the cash flow obtained from the operation:

“….Member John Metzger gives monies to FIR, FIR pay the real estate lot to WR....WR “contracted” AST to pay for the commercial advice services…. AST and its affiliated companies, return monies to Member John Metzger….”

FGP wanted to know the status of the pending information and documentation resulting from Juan José resignation.

CLS mentioned and explained the following:

1. - That the three invoices corresponding for the payments made by WR to AST were delivered to FGP.

Likewise, a copy of the agreement executed between WR and AST evidencing the operation was printed. FGP committed to obtain the signature from WR and to send the agreement to Guadalajara and CLS will get AST signature.

2. - It was mentioned to FGP that as per Member John Metzger request a loan agreement was made to be enter into AST and Member John Metzger, to evidence and justify the monies that AST gave to Member John Metzger. A copy of the agreement was handed to Juan Jose for him to deliver it to Member John Metzger.

Member John Metzger commented that the translation was not accurate, and he will prepare the document. During the meeting at the lunch time the Director of the company have a telephone call with Member John Metzger to remember him this pending matter. Meanwhile we will wait for Member John Metzger’s proposal.

3. - CLS asked FGP that if the management of WR wanted to consider the amounts given by Member John Metzger as a contribution to or as a loan to FIR. FGP discussed this issue with the General Manager and he resolved that it shall be considered as a loan. It still pending to draft the agreement and the corresponding promissory note, in this regards the management of the company mentioned that Member John Metzger have no inconvenience that the note is prepared with a low interest rate and an interest long term expiration.

IV.- Fly and Buy Operations

Regarding this point the accountants discussed their questions in connection with the record of these operations, because the parties involved in this operation are not well identified, for example, an agency is contacted, a different hotel provide de service, it is paid to a different person and furthermore the fiscal receipt cannot be obtained in order for WR or FIR prove such expense. It also important to point out that is an expense made abroad.

It was concluded to ask the agency with which the negotiation were made and who also discount the resources from WR accounts to deliver a balance or in its case an invoice , in which its monthly or weekly described the discounted amounts, for this documents along with the agreement proves the corresponding expense.

Neither FGP nor the accountants know the corresponding agreement and we believe that this document is important to prove the expense and to be deductible.

V.- WR fiscal liabilities – 2008 provisional payments – Investor Agreement fiscal treatment

WR paid all the accrued taxes in fiscal years 2006 and 2007 and all the monthly and annual tax revenues were filed.

However, the taxes corresponding to this year have not been paid. The accountant of the company informed that as to August the outstanding amount for taxes is the amount of $3,500,000.00 pesos, these taxes are corresponding to the VAT and provisional payments for Income Tax.

Furthermore, it was remembered that as part of the fiscal tax strategy for fiscal years 2006 and 2007, it was proposed to amend some of the agreements executed with the clients, hence, instead of being share time agreements they will be considered as investment agreements, meaning that, the amounts paid to WR will be considered as a loan to WR and in case during the following 2 year they are not paid, WR is bound to deliver share time units of fractional, pursuant to the corresponding agreements. This permitted deferring the income for two years following the execution of the initial agreement. Consequently, WR must recognize in 2008, the corresponding incomes from the investment agreements signed in year 2006, because two years have passed since the original execution.

The accountants and WR personnel concluded to determine the pending incomes corresponding to year 2008 (please refer to paragraph VI below)

VI.- Liquidation of WR – share time agreements assignment of rights

Based on the actions adopted by the company management regarding transmitting WR operation to FIR (real estate sell, restaurant operation, filing new recordation of the share time agreement before the Federal Consumer Protection Agency – PROFECO, etc.) and taking into account the possible legal contingencies for DLR matter, is was analyzed the possibility to liquidate WR.

CLS mentioned that the liquidation will as well have the effect to eliminate the current tax liabilities of WR including the deferred taxes triggered from the investment agreements referred to in paragraph V before.

From a financial and tax point of view, it was concluded that is more viable this liquidation, however, all concluded that it is more important to analyze the legal effects of the share time agreements; even the General Manager pointed out that the undertakings assumed before the clients shall prevail, and that it shall be analyzed the possibility that FIR assume such obligations.

Regarding the share time assignment of rights agreement to be entered into WR and FIR, no relevant problem is foreseen. The important issue is to analyze that WR has in these agreements the obligation to deliver units and provide share time services.

CLS mentioned that he will discuss this matter with his Firm attorney, to get his preliminary opinion in connection to this matter (viable or not), as well as for him to propose a number of steps (prior to liquidation) and his attorney fee.

FGP mentioned that she was going to ask for proposals with other attorneys, to analyze the more economic proposal for the group.

VII.- Audited Financial Statements

The auditors mentioned that even when their report and opinion on the financial statements for fiscal year 2007 was prepared from a time ago, they were not delivered because they have not have the meeting with the company managers to discuss the important point of their opinion.

Gabriel Guadalupe Clavel Carmona committed to review the auditor’s report and the financial statements, to make his respective comments and suggested translating the auditor’s report into English in order for the CEO of the company to analyze them.,

The auditors handed to Gabriel Guadalupe Clavel Carmona the outstanding invoices corresponding to the auditing services provided to WR

In addition, CLS mentioned as per Gabriel Guadalupe Clavel Carmona request mentioned the range of his services provided during years 2006 and 2007. In that regards, CLS mentioned that according to the written proposal accepted by the company, the implementation of the saving income tax and VAT strategies tasks in connection with tax regularizing the companies of the group were implemented, and based on the tax saving a percentage of his Firm fee was agreed.

Furthermore, CLS clarify to Gabriel Guadalupe Clavel Carmona, that from the total amount of the corresponding fee, he diminish the amounts paid during his working period and the fee corresponding to the preparation of the report on the financial statements, which even though they are not related to the tax services, he absorbed them as a favor to the company, likewise, he reduces the fee percentage to be paid from the original services proposal.

He also mentioned that his fee for the years 2006 and 2007 were paid in full.

VIII.- State Treasury requirements – current situation on the fiscal addresses – assets transmission from WR to FIR

The accountants mentioned that some compliance obligations requirements were received from the state and tax, authorities, in the addresses were the companies of the group were registered in the RFC. These addresses do not correspond to the real location of the companies.

Also, the accountant mentions their concern about the process that shall be following up to transmit the assets (machinery, constructions, computers, cars, etc.) from WR to FIR.

It was agrees that once the management of the company analyze and authorize the liquidation of WR, these matter will be analyzed to minimize the corresponding impact.

rodrigoc5 wrote:

This was copied off the Blog I keep for updates. I use the blogger platform for updates. Mr. Gerein passed it on here in redweek.

http://belairepvclassaction.blogspot.mx/

Best regards, Rodrigo

OCTOBER 1, 2008 MEETING MINUTES

I.- Liquidation of GCI

Since various months ago it was agree to liquidate GCI. Since that time CLS consulted with attorneys in Guadalajara, to execute this operation. Considering the characteristics and the fiscal liabilities of the company, the proposal fees of the attorneys is the amount of $600,000.00 Mexican pesos (30% advance payment, 35% at filing de documents before the fiscal authorities (Mexican IRS) and 35% at the end of the liquidation) this includes the legal liquidation of the company, the cancellation of the Tax Payers Identification number (“RFC”) (including al the compliance of the obligations regarding the declarations filed). The attorneys committed to deliver in no more than 4 months the complete and total liquidation proof.

No withstanding the foregoing, FGP mentioned the necessity to check with other law firms the cost of this operation in order to obtain the less expensive proposal for the group.

It was concluded that no later than this week FGP will inform CLS the amount of the other law firms proposal, for in its case look for the best offer in Guadalajara.

In these effects, it is important to mention that the fiscal year closing it’s closed and the obligations of GCI are accumulating, for which is necessary to resolve on this matter as soon as possible.

II.- Inter-companies Operations

Since the beginning of this year and because of the restaurant opening and the purchase of the lot by RIF, an operating problem, consisting in that some payments are made by one company, but the fiscal receipts and invoices are issued in favor of another. Resulting that these payments and expenses an nondeductible for Income Tax Purposes (“ISR”) for the company that realize the expense, because it was not paid with its own capital, because of this, the tax authorities cannot probe that monies for that payment came from the company capital.

This usually applies for the restaurant payments made by WR or FRI. The original instruction or initial scheme provided that the incomes and expenses, meaning the restaurant operation shall be carried out by FRI.

This situations is also present in the expenses made in connection with the construction carried by WR, in a construction property of FIR (please remember that the property was conveyed).

The tax laws in Mexico allow a company to pay the expenses in favor of another. For this a special proxy is mandatory, for example where FIR give faculties to WR to make such payments in his behalf.

It was mentioned that is not the customary procedure to execute the operations. Likewise, it was mentioned that in its case, it is possible that we will need to explain to the authorities the business reasons why the operations were made under this terms. To this effect, it was required the cooperation of all the manager and directors of the companies, because by knowing them they shall help to find the reasons that allows us to explain such operations on behalf of third parties, for example: (i) the permits obtaining, (ii) while the share time agreement are authorized (iii) while all the operating licenses are obtained, etc.)

III. - Pending information regarding the sale of the real estate lot.

It was remembered the cash flow obtained from the operation:

“….Member John Metzger gives monies to FIR, FIR pay the real estate lot to WR....WR “contracted” AST to pay for the commercial advice services…. AST and its affiliated companies, return monies to Member John Metzger….”

FGP wanted to know the status of the pending information and documentation resulting from Juan José resignation.

CLS mentioned and explained the following:

1. - That the three invoices corresponding for the payments made by WR to AST were delivered to FGP.

Likewise, a copy of the agreement executed between WR and AST evidencing the operation was printed. FGP committed to obtain the signature from WR and to send the agreement to Guadalajara and CLS will get AST signature.

2. - It was mentioned to FGP that as per Member John Metzger request a loan agreement was made to be enter into AST and Member John Metzger, to evidence and justify the monies that AST gave to Member John Metzger. A copy of the agreement was handed to Juan Jose for him to deliver it to Member John Metzger.

Member John Metzger commented that the translation was not accurate, and he will prepare the document. During the meeting at the lunch time the Director of the company have a telephone call with Member John Metzger to remember him this pending matter. Meanwhile we will wait for Member John Metzger’s proposal.

3. - CLS asked FGP that if the management of WR wanted to consider the amounts given by Member John Metzger as a contribution to or as a loan to FIR. FGP discussed this issue with the General Manager and he resolved that it shall be considered as a loan. It still pending to draft the agreement and the corresponding promissory note, in this regards the management of the company mentioned that Member John Metzger have no inconvenience that the note is prepared with a low interest rate and an interest long term expiration.

IV.- Fly and Buy Operations

Regarding this point the accountants discussed their questions in connection with the record of these operations, because the parties involved in this operation are not well identified, for example, an agency is contacted, a different hotel provide de service, it is paid to a different person and furthermore the fiscal receipt cannot be obtained in order for WR or FIR prove such expense. It also important to point out that is an expense made abroad.

It was concluded to ask the agency with which the negotiation were made and who also discount the resources from WR accounts to deliver a balance or in its case an invoice , in which its monthly or weekly described the discounted amounts, for this documents along with the agreement proves the corresponding expense.

Neither FGP nor the accountants know the corresponding agreement and we believe that this document is important to prove the expense and to be deductible.

V.- WR fiscal liabilities – 2008 provisional payments – Investor Agreement fiscal treatment

WR paid all the accrued taxes in fiscal years 2006 and 2007 and all the monthly and annual tax revenues were filed.

However, the taxes corresponding to this year have not been paid. The accountant of the company informed that as to August the outstanding amount for taxes is the amount of $3,500,000.00 pesos, these taxes are corresponding to the VAT and provisional payments for Income Tax.

Furthermore, it was remembered that as part of the fiscal tax strategy for fiscal years 2006 and 2007, it was proposed to amend some of the agreements executed with the clients, hence, instead of being share time agreements they will be considered as investment agreements, meaning that, the amounts paid to WR will be considered as a loan to WR and in case during the following 2 year they are not paid, WR is bound to deliver share time units of fractional, pursuant to the corresponding agreements. This permitted deferring the income for two years following the execution of the initial agreement. Consequently, WR must recognize in 2008, the corresponding incomes from the investment agreements signed in year 2006, because two years have passed since the original execution.

The accountants and WR personnel concluded to determine the pending incomes corresponding to year 2008 (please refer to paragraph VI below)

VI.- Liquidation of WR – share time agreements assignment of rights

Based on the actions adopted by the company management regarding transmitting WR operation to FIR (real estate sell, restaurant operation, filing new recordation of the share time agreement before the Federal Consumer Protection Agency – PROFECO, etc.) and taking into account the possible legal contingencies for DLR matter, is was analyzed the possibility to liquidate WR.

CLS mentioned that the liquidation will as well have the effect to eliminate the current tax liabilities of WR including the deferred taxes triggered from the investment agreements referred to in paragraph V before.

From a financial and tax point of view, it was concluded that is more viable this liquidation, however, all concluded that it is more important to analyze the legal effects of the share time agreements; even the General Manager pointed out that the undertakings assumed before the clients shall prevail, and that it shall be analyzed the possibility that FIR assume such obligations.

Regarding the share time assignment of rights agreement to be entered into WR and FIR, no relevant problem is foreseen. The important issue is to analyze that WR has in these agreements the obligation to deliver units and provide share time services.

CLS mentioned that he will discuss this matter with his Firm attorney, to get his preliminary opinion in connection to this matter (viable or not), as well as for him to propose a number of steps (prior to liquidation) and his attorney fee.

FGP mentioned that she was going to ask for proposals with other attorneys, to analyze the more economic proposal for the group.

VII.- Audited Financial Statements

The auditors mentioned that even when their report and opinion on the financial statements for fiscal year 2007 was prepared from a time ago, they were not delivered because they have not have the meeting with the company managers to discuss the important point of their opinion.

Gabriel Guadalupe Clavel Carmona committed to review the auditor’s report and the financial statements, to make his respective comments and suggested translating the auditor’s report into English in order for the CEO of the company to analyze them.,

The auditors handed to Gabriel Guadalupe Clavel Carmona the outstanding invoices corresponding to the auditing services provided to WR

In addition, CLS mentioned as per Gabriel Guadalupe Clavel Carmona request mentioned the range of his services provided during years 2006 and 2007. In that regards, CLS mentioned that according to the written proposal accepted by the company, the implementation of the saving income tax and VAT strategies tasks in connection with tax regularizing the companies of the group were implemented, and based on the tax saving a percentage of his Firm fee was agreed.

Furthermore, CLS clarify to Gabriel Guadalupe Clavel Carmona, that from the total amount of the corresponding fee, he diminish the amounts paid during his working period and the fee corresponding to the preparation of the report on the financial statements, which even though they are not related to the tax services, he absorbed them as a favor to the company, likewise, he reduces the fee percentage to be paid from the original services proposal.

He also mentioned that his fee for the years 2006 and 2007 were paid in full.

VIII.- State Treasury requirements – current situation on the fiscal addresses – assets transmission from WR to FIR

The accountants mentioned that some compliance obligations requirements were received from the state and tax, authorities, in the addresses were the companies of the group were registered in the RFC. These addresses do not correspond to the real location of the companies.

Also, the accountant mentions their concern about the process that shall be following up to transmit the assets (machinery, constructions, computers, cars, etc.) from WR to FIR.

It was agrees that once the management of the company analyze and authorize the liquidation of WR, these matter will be analyzed to minimize the corresponding impact.