Important Disclosure - Investors

The path to a cleaner, safer, saner world will be long, hard and full of twists, turns, blind alleys and
roundabouts. But it is still a path we must travel if society as we know it is to survive.
For us at the Amnistya Childrens Foundation, the first steps along that path begin right here in Baja
California, Mexico. Why we are in Baja California?
Because NeuroMama's products and services will be marketed first in Latin America.
Baja California, Mexico is the very beginning of Latin America.
NeuroMama's products are GEO, SEM and eCommerse Advertising products, DTH - Packages of TV
channels, NeuroPhones and NeuroPads, Celular and Internet Service,
EURASIA and AMERICAS Live Entertainment Hotel Casino Mega Resorts and THE WORLDS ...s, which
will be built on 500,000 hectares of land on Pacific Ocean and Sea of Cortez.
What can you tell your kids to have them STOP USING DRUGS .... or to prevent them from
starting to use them? The only thing that will work .... that they will GO TO JAIL FOR
USING DRUGS ... Because their drug use, destroys life's of other family members.
What can you tell to PREDATORS to have them to STOP DEFRAUD INVESTOR.... or to
prevent them from starting to defraud them? The only thing that will work .... that they will
GET LIFETIME SENTENCE FOR DEFRAUDING INVESTORS ... because PREDATORS
v. INVESTORS is the same thing as MIKE TYSON v. 5 YEAR OLDS.
AMNISTYA WILL DO WHATEVER IT TAKES, REGRDLESS OF HOW MUCH IT
WILL COST TO LOBY U.S. SENATORS AND MEMBERS OF US HOUSE OF
REPRESANTATIVES TO PASS THE LAW, WHICH WILL MAKE MANDATORY JAIL
SENTENCES FOR USING DRUGS, AND TO INCREASE SENTENCE TO THE LIFE
TIME IN PRISON FOR DEFRAUDING INVESTORS ...
I hope that you share with NeuroMama's Philosophical Differences, which separate NeuroMama, Ltd. and
other companies.
1
NeuroMama, Ltd. is a very small player compare to the giants in its $8 or $12 Trillion dollar a year
Telecommunication, Internet, Digital Marketing, Entertainment and Media, and Hospitality Industries.
Amnistya Children Foundation provides advisory services to NeuroMama, Ltd.
VLADISLAV ZUBKIS aka STEVEN SCHWARTZBARD is a Chairman of Amnistya Children's
Foundation, and Administrador Unico y Representate Legal De La Sociedad Mercantil De Nominada
Baja California Management Sociedad Anonima De Capital.
The Amnistya Children's Foundation is dedicated to helping make this world a better, healthier planet… A
better place for our children and grandchildren and their children to grow up in, to thrive in … a world
where they can truly become all that they can be and all that we would hope them to be. To do this, we intend
to raise hundreds of millions of dollars for charitable purposes.
The Amnistya Childrens Foundation is a social outreach service of the Eurasia and AMERICAS
Resorts, Golf, Conference, Entertainment Complex to be built in Baja California and
NeuroMama.com, the world’s only neural-technology powered Internet search engine and the first search
engine designed entirely in and for the 21st Century.
In addition to investing support the causes defined in this document, the Foundation will leverage
marketing resources of NeuroMama, Ltd. and affiliated companies to stage international fund-raising
events to benefit AMNISTYA CAUSES..
One more very important thing, Amnistya, in addition to its own charitable activities, will enable both existing
charitable organizations and individual compassionate people to more easily engage in fundraising for good
causes. It will provide protection to donors by screening individuals and groups claiming to be legitimate
charities. It'll provide back office functions such as collections, record keeping, filings, providing tax recent
receipts to claim deductions, etc. to nonprofit organizations.
Leveraging our sister companies, such as Grant Leisure and Aces of Acts, in resort and theme park
development, broadcasting, streaming media distribution and live entertainment Amnistya will also provide
communication channels - TV spots, billboards, radio messages, etc. -- for the major institutional and
individual charitable donors serving on the
Foundation’s board to reach out to individual contributors. Also, volunteer activists and fundraising event
contributors will be eligible for discounts and free admissions at Eurasia’s and
AMERICAS resorts in the Baja California Peninsula. So that’s where the Amnistya Childrens Foundation is
at, firmly on the side of the angels. Just like you are. The question now is simple, what is the best way for us
to go forward today to help upcoming generations get to where they must be tomorrow?
2
Our Causes:
Environment
Saving children
Immigration
Charity from drugs Reform
3
Positive
Influences
Our Environment
In the environmental area, we will be supporting and financing the goodwill cooperative efforts to
develop and design the systems with renewable energy concept that allows replacing a dangerous
energy generating plants, such as nuclear power plants, that an example, proposed to construct
near of the greatest Baikal Lake. The deepest and purest lake in the World. This nuclear plant has
the potential to make Chernobyl seem like a backyard bonfire.
We also intend to do our part to bring the reality of global warming and the melting icecaps to the
attention of everyone. Do you know that 80% of the ice cover on Mount Kilimanjaro in Africa, a
glacier that has existed for 11,700 years, has disappeared in the last hundred years? Even more
frightening, the annual loss, which was 1% between 1912 and 1953, has currently escalated to
2.5%. At that rate, Mount Kilimanjaro will be totally ice free in as little as 10 years. Just imagine
what kind of havoc that rate of change will have on the millions o f acres beneath that mountain.
Along with our efforts to replace, nuclear plants with new pure systems that will allow generate
required quantity of environment friendly renewable energy; we will also work to stop the
ongoing destruction of the forests. It is our common duty to keep the natural balance of the planet
for now and for our next generations.
An example in Russia, the greatest forest in Siberia (Taiga) currently contain 25% of the world's
trees and generate 25% of the planet's oxygen. We should pay attention for all activity that allows
to being possible of uncontrolled forest destruction as well as invest our efforts in technologies
that allows monitor and effectively fight with seasonal forest fires.
In regard all direct, indirect destruction of ecosystem, we are not just going to be talking about
this, we are going to be proactive in ways to eliminate any kind of destructive activity directed to
the environment and ecosystem. Particularly in the legal area where we will file lawsuits in the
countries affected and in the international courts. We will claim to stop everyone, who provokes
ecological disasters, including the companies, directors, politicians, whoever is allied with the
parties.
4
Healthy Communities
We are committed to preventing drug dealers from poisoning our children and
grandchildren. We will levy against attorneys and judges who help drug dealers stay out of
prison altogether or get away with very short prison sentences. We will sue politicians
personally and in their official capacity if they refuse to vote to increase prison sentences.
Positive Influences
On the cultural front, Amnistya will support artists, musicians, sculptors, architects... anyone
who devotes their talents to the creation of classical works of music or other art that embody
themes of timeless beauty, cultural tradition and convey a sense of trust and security. We will
also provide worldwide support for the sport of rhythmic gymnastics, which is the fastest
growing Olympic sport for young girls. A sport giving them unique opportunities for artistic
expression. if you're not sure what this spectacular, exquisite sport is all about just go to
YouTube and search for rhythmic gymnastics.
5
Immigration Reform
In the United States, we will take legal and public actions to curtail the activities on deportation of the
Immigration and Naturalization Service. In just the last five years, the INS with the full cooperation of
the United States attorney and the federal court system has separated and displaced between 2,00
0,000... 2,000,000 families by deporting immigrants who for one reason or another ran slightly afoul
of a legal system they did not yet know and understand.
What we're talking about here is minor offenders, mothers and fathers who did not kill anyone, rape
anyone or molest any children, who don't sell any drugs to children or adults... Who did nothing to cause
the state to throw them out, leaving behind a single-parent child or, or worse a child fated to be raised by
other relatives or in foster homes. We're also talking about thousands and thousands of non-offenders.
Families who came to this country to work, to contribute, invited to come here and work by the
American citizens who employed them and promised to take care of them. Thousands and thousands of
nonoffenders, of honest families who did nothing wrong whatsoever, deported simply because it became a
politically expedient thing for unethical politicians seeking the cheapest possible votes to support
throwing them to the wolves.
Thousands and thousands of people deported while the bosses who employed them, who brought them
here, who promised to take care of them and get them green cards, remain totally unpunished, charged
with nothing, subject to not even a punishment as meaningless as a $50 fine. Again we will sue in their
personal and official capacities congressmen who refused to vote to change these deportation laws. To
stop the INS from bragging every year, as they have since 2002, that they have once again recorded a
number of deportations.
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Charity
In addition to Amnistya's own charitable activities, we will enable both existing charitable
organizations and individual compassionate people to more easily engage in fundraising for
good causes. It will provide protection to donors by screening individuals and groups claiming
to be legitimate charities. It'll provide back office functions such as collections, record keeping,
filings, providing tax recent receipts to claim deductions, etc. to nonprofit organizations.
That's just a few of the almost 30 services Amnistya will be providing to the good people, the
generous people, of the world.
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VLADISLAV ZUBKIS aka STEVEN SCHWARTZBARD is a Chairman of Amnistya Children's
Foundation, and Administrador Unico y Representate Legal De La Sociedad Mercantil De Nominada
Baja California Management Sociedad Anonima De Capital.
Vladislav came to United States in 1976 at the age of 17 with high school diploma from USSR.
He came to US with his parents, grandmother Victoria Schwartzbard and 5 brothers and sisters.
https://neuromama.com/index.php?action=search&query=sholom+schwartzbard&type=web
Vladislav doesn't have formal education, however he has spent many years in New York
University School of Continuing Education completing Certified Program for Systems
Programming, Real Estate Development and Financing. Among his mentors and teachers were
Kenny Green, an adviser to Viacom's Sumner Redstone, Jack Broberg founder of JB's Bob's Big
Boy, Moe Rimson of Moe Rimson and Company on Wall Street, "Front Page Franky" - Frank
Balfour one of the most experienced stock promoters in Canada, and Michael Matson his
teacher in Classic Architectural Ornamentation - Elements of Palace Buildings, who for the
past 30 years has been the sole restorator of Balboa Park in San Diego and an adviser,
consultant or subcontractor to architectural firms and construction companies, which has
built Belagio, Paris, Monte Carlo, Venetian, Palazo and New York - New York in Las Vegas.
From 1979 to 1989 he worked as a consultant as a sub-contractor from few consulting firms,
among which is AGS Consulting Services. He provided services to many major corporations
such as: Blue Cross, RCA/NBC, Manufactures Hanover Trust, American Express, Macy's, Swiss
Re, (NECA) National Exchange Couriers Association, Fuji Film troubleshooting large mainframe
computer based systems. His expertise lies in systems programming, where knowledge of all
levels of assembler - the machine language, supervisor services, data management and IBM
CICS online systems required. Vladislav has worked directly with IBM level 1, 2, and 3
techsupport teams installing new IBM systems and applying IBM systems modifications.
Vladislav has been involved in conversions of application systems to support new MVS, VM,
MVS XA from DOS operating systems. He has designed many systems for major companies by
working with top management and users of these mostly Fortune 100 companies. Among this
systems Vladislav has designed an election and opinion poll systems for NBC News, Platinum
Credit Card System for American Express, and in 1984 when US Government broke AT&T
monopoly Vladislav has designed the Distribution system for NECA and to prevent disruption
of services and payments among and between Long Distance and Local Exchange Couriers.
Vladislav expertise was in designing and programming of black boxes to save storage and
processing time of operating systems utilizing assembler language to achieve data
compression, decompression, efficiency and optimization of computer resources. In his
techsupport and troubleshooting capacity Vladislav's job was to immediately restart crashed
operating systems of major corporations, then by using memory dumps to identify which
computer programs were running at the system, and which program has caused the storage
8
violations to cause this crashes. In this capacity he has made changes and recommendations
to the computer programmers how to implement solutions to prevent systems from going
down in the future.
From 1989 to present Vladislav been involved in financing, general design and marketing
strategies for private and publicly trading companies.
In the worst article written about Zubkis by Bloomberg, reprinted at the end, he was called
"Master of Regulations."
The cause of this article was Vladislav's taking International Brands, Inc. (IBI) company public in
less than 24 hours, to prevent delisting of the company shares due to the change of SEC law
and compliance with the new law pertaining to fully reporting issuers.
From January 1999 to February 2000 Vladislav was President and CEO of IBI. During this time
IBI stock went from $.10 cents to $24.00 per share. It settled at around $7.00 per share and
Vladislav's 353,000,000 has increased in value from $35,000.00 U.S. D. to $2.4 Billion U.S.D.
Bad publicity such as the Bloomberg article followed by the Judge order has forced Vladislav to
step down, and Dennis Hayse, the inventor of the first PC Modem has assumed the position of
IBI's President and CEO.
The stock market correction "Burst of Internet Bubble" has wiped out Vladislav's and other
shareholders of IBI wealth in 2001.
http://www.passfail.com/filing/8-k--a/0001077048-00-000009/cik-1099139/
BLOOMBERG/ NEWSROOM:
Steve Zubkis Hit It Big -- Now IRS, SEC, Investors Want Theirs
2000-02-18 14:03:03.490 GMT
Vladislav activities on Wall Street for more than 10 years was highly scrutinized by Securities
and Exchange Commission after he has refused to cooperate with SEC to identify stock
brokers, who has failed to pay taxes while working under his guidance. As a result of his
noncooperation, persecution has launched an intensive investigation, and has failed to carry
on legitimate investigation. For over than 10 years Vladislav has taken various branches of US
Government to various courts including the Supreme Court of United States and in PRO SE
suing numerous officials personally and in official capacity.
9
Eventually Vladislav has been indicted, arrested, and satisfied the US government by pleading
guilty to unrelated to his violation crimes and giving control of all of his assets to the
government to satisfy restitution imposed by the judge.
Vladislav has assumed full responsibility for his actions and paid his debt to society by spending
5 years in US Federal Prison. Vladislav was indicted on 34 counts and if convicted would have
to serve 850 years. However, the Senior Staff Attorney of SEC Enforcement Division has
expressed his opinion to Vladislav's Judge by saying that "Zubkis's violations were not "evil and
malicious."
During the 10 years of investigation SEC has determined that Vladislav has never abused the
privilege of working with investor's funds. Investors funds was spent as it was intended and
represented to investors.
Vladislav is not a Citizen of US or any other country. As part of Zubkis's judgement, after he
completed his sentence, he had to be deported. However, because USSR no longer exists.....
there were no country to deport him to. Therefore to comply with his Judge order he has left
US voluntarily and now resides and works in Mexico with his family and his children who share
his home in Rosarito Beach and his ex-wife's home in San Diego.
During 25 years he has been involved in companies in US and in companies in the former USSR
countries. His background in computers, construction, finance and capital markets,
entertainment and media, public relations has resulted in long term relationships, which are
evidenced by the members of the Amnistya Children's Foundation Advisory board.
In 1998 Zubkis, via the Fund "ALMAZ" advised acting prime minister Russian
Sergei Kiriyenko's cabinet and the Central Bank of Russia to cease efforts to prop up the
Russian currency and cease the flight of $22.6 billion infusion by International Monetary Fund
and World Bank financial package designed to support reforms and stabilize the Russian
financial markets. Central Bank had been using IMF funds to artificially support price of the
Russian currency, which was shorted by currency speculators. Initial suspension has led to
severe erosion in investor confidence and negative chain reactions.
The termination of supporting price of currency has been instrumental to Russia's bouncing
back from the August 1998 financial crash with surprising speed and growth in domestic
industries benefiting from the devaluation, which caused a steep increase in the prices of
imported goods. Russia's economy had been helped by an infusion of cash generated by
Russian enterprises, which were able to pay off debts in back wages and taxes.
In addition to consumer demand for goods and services produced by the Russian industries has
risen, the Russian government has managed to keep social and political pressures under
10
control, and this has played a vital role in bringing about the current recovery. Today Russia is
the only totally debt free country in the world.
Zubkis has advised and assisted various companies located in the territories of the former USSR
in the capacity of General Design and Marketing strategies, as well as designing the appropriate
capital structure of these companies as well as business models in order to enter world capital
markets by listing its financial instruments on the various stock exchanges around the world.
Zubkis has also served in advisory capacity in the area of finance, capital reorganizations, debt
reductions and restructurings and new business development matters to high ranking
governmental officials such as Prime Minister of Dagestan Mr. Hizri Isaevitch Shiksaidov,
Governors of Kazakhstan state Astana - Mr. Dauren Adelbekov, Russian Governors Mr.
Aleksandr Rudskoy and Mr. Aleksandr Lebed, Ambasador of Afganistan to Russia, Mongolia,
Iraq and Bulgaria - Mr. Azis Akbari, and Mr. Viacheslav Fetisov the Russian Minister of Sport.
For all involved the payoff will have the following five characteristics.
It will be simple.
It will be fair.
It will emphasized trust rather than legal ties.
It will not blow apart if actual differs slightly from plan.
It will not provide perverse incentives that will cause one or both parties to behave
destructively.
The notion – like the idea that excruciatingly detailed financial projections are useful – is
nonsense. New ventures are inherently risky, what can go wrong will.
When that happens, we hope that you don't panic, don't get angry, and don't refuse to
continue with a partnership. By contrast, we hope that you will roll up your sleeves and help
the company solve its problems.
We think about capital acquisition as a dynamic process – to figure out how much money we
will need and when we will need it. The way we accomplish this, is by treating the new venture
as a series of experiments.
Before launching the whole show, we launch a little piece of it. Then we will convene a focus
group to test the product, build a prototype and watch it perform, conduct a regional or local
roll-out of a service. Such exercise will reveal the true economics of the business and will help
enormously in determining how much money our venture actually requires and in what stages.
We will invest enough capital to fund each major experiment.
11
Experiments, of course, can feel expensive and risky. However, it will prevent disasters and
help create successes. It is a prerequisite of a winning deal.
We assure you that our business models is not an albatross that hangs around the neck of our
entrepreneurial team, dragging it into oblivion. Instead, our business model is a call for action,
one that recognizes management's responsibility to fix what is broken proactively and in real
time.
Risk is inevitable, avoiding risk impossible. Risk management is the key, which will tilt our
venture in favor of reward and away from risk.
Our goal is to demonstrate mastery of the entire entrepreneurial process, from identification
of opportunity to harvest.
It's up to the management, to turn your perception to a reality...
Not because the people part of the new venture is the most important, but because without
the right team, none of the other parts really matters. What and whom we know are matters
of insight and experience.
How familiar the team members with industry players and dynamics is the key.
We are, not surprisingly, value managers who have been around the block a few times.
We personally believe that ideas are a dime a dozen: only execution skills count. Although, we
are convinced that all of our ideas are great. However, in case we had made some mistakes,
they'll make a switch for another idea, and partners will make money one way or the other.
What and whom we know are matters of insight and experience. How familiar the team
members with industry players and dynamics? We are, not surprisingly, value managers who
have been around the block a few times.
We personally believe that ideas are a dime a dozen: only execution skills count.
Although, we are convinced that all of our ideas are great. However, in case we had made
some mistakes, they'll make a switch for another idea, and we all will make money one way
or the other.
12
SEC investigation. Fighting Back.
Due to the SEC investigations Vladislav's business was damaged and Vladislav has filed
lawsuit against SEC for $50 billion U.S. Dollars and $150 billion in compensatory damages.
145 F.3d 1344: Vladislav Steven Zubkis, Plaintiff-appellant, v. Securities and
Exchange Commission, Defendant-appellee
United States Court of Appeals, Ninth Circuit. - 145 F.3d 1344
http://law.justia.com/cases/federal/appellate-courts/F3/145/1344/470547/
Appeal from the United States District Court for the Southern District of California Barry T.
Moskowitz, District Judge, Presiding.
Before SCHROEDER, TROTT, and FERNANDEZ, Circuit Judges.
1
MEMORANDUM1
2
Vladislav Steven Zubkis appeals pro se the district court's dismissal of his complaint against the
Securities and Exchange Commission ("SEC"). The Complaint alleges that the SEC, through its
conduct in an investigation into Zubkis' business activities, violated Zubkis' rights under the First,
Fourth, Fifth, Eighth, and Fourteenth Amendments of the United States Constitution.3 The
complaint seeks $50 billion in compensatory damages, $150 billion in punitive damages,
injunctive relief, and the return of seized property.
3
The district court properly dismissed Zubkis' damage claims for lack of subject matter jurisdiction
because the claims for damages against the Commission are barred by the sovereign immunity of
the United States, which extends to federal agencies. See South Delta Water Agency v. U.S.,
Department of Interior, 767 F.2d 531, 536 (9th Cir.1985) (absent congressional consent, federal
agencies and instrumentalities are immune).4 The district court properly dismissed the claims for
injunctive relief for failure to state a claim because Zubkis made no allegations that his legal
remedies are inadequate or that he ever attempted to adjudicate his grievances within the
administrative apparatus of the SEC. See Weinberger v. Romero-Barcelo, 456 U.S. 305, 312, 102
13
S.Ct. 1798, 72 L.Ed.2d 91 (1982) (the basis for injunctive relief is irreparable injury and the
inadequacy of legal remedies).
4
AFFIRMED.
2
The panel unanimously finds this case suitable for decision without oral argument. See Fed.
R.App. P. 34(a); 9th Cir. R. 34-4
1
This disposition is not appropriate for publication and may not be cited to or by the courts of this
circuit except as provided by 9th Cir. R. 36-3
3
According to the SEC, the investigation, which was pending at the time the complaint was filed,
is now over and the SEC has filed a complaint against Zubkis and others
4
Zubkis has not pleaded claims pursuant to the Federal Tort Claims Act ("FTCA"), 26 U.S.C. §
2671 et seq., much less demonstrated compliance with the FTCA's procedural requirements.
In retaliation for Vladislav's filing lawsuit against SEC for $50 billion and $150 billion in punitive
damages in San Diego, SEC filed its own lawsuit against Vladislav in New York ..... and .....
without any due process Vladislav's lawsuit in San Diego against SEC was dismissed.
Although, in SEC's lawsuit against Vladislav in New York, the SEC did admit that Vladislav has
taken only $143,000.00 in compensation during 2 to 3 , while raising over $12 million dollars
for the company ..... and the amount demanded by SEC was 0 (zero).....
COMPLAINT filed; Summons issued and Notice pursuant to 28 U.S.C. 636(c); (No Fees Due - U.S.A.).
(em)
(Entered:
11/03/1997)
http://www.legalmetric.com/cases/securities/nysd/nysd_197cv08086.html
DOCKET 1:97cv08086
Case Name:
Status:
Terminated:
Disposition:
S.E.C v. Zubkis, et al
Terminated
07/23/2001
Judgment - Other
14
Filed:
10/31/1997
Court:
New York Southern District Court
Assigned to:
John G. Koeltl
Jury demand:
None
Amount demanded: $0.00
Other Statutes - Securities/Commodities/Exchanges
Nature of Suit:
(850)
Jurisdiction:
U.S. Government Plaintiff
'04-2006-cv'['U.S.C.A. 2nd Cir.'], '04-2006-cv'['U.S.C.A. Other court
case(s): 2nd Cir.']
Basis:
Origin:
Office:
15:77 Securities Fraud
1
Foley Square County:
NewYork
If you follow the docket, the case started:
10-311997
COMPLAINT filed; Summons issued and Notice pursuant to
28 U.S.C. 636(c); (No Fees Due - U.S.A.). (em) (Entered:
11/03/1997)
1
and ended
10.5 years later:
02-27306 Receiver's MONTHLY REPORT Submitted by Thomas F.
2008
Lennon, Receiver.(ae) (Entered: 03/05/2008)
In February of 1999 SEC has made an offer to Vladidlav to live the business that he loved ....
and if he did ... there would be no fines, no disgorgements .... no admitting guilt.
Vladislav has decided against accepting SEC offer, and continued to fight ... and has presented
evidence against SEC .... SEC has filed for SUMMARY JUDGEMENT .... Judge Koeltl has granted.
The district court with Judge Koeltl has ordered Vladislav Zubkis to pay $21,578,731.39
apportioned between $12,544,313.25 in disgorgement and $9,034,418.14 in prejudgment
interest.
Vladislav has taken this case to the Second Circuit and the Court of Appeals. 2nd. Circuit has
also refused to take any evidence presented by Vladislav into consideration, and Judge Koeltl
judgment was not overturned.
Vladislav has decided to take this case to United States Supreme Court .... however, he has
made critical mistake to trust SEC attorneys.
SEC attorney has made another offer to Vladislav .... not to take his case to the Supreme
15
Court ... to make the settlement offer to the SEC Commission ... and as a result of this, SEC
would not file for the FINAL JUDGEMENT .... and Vladislav would be able to remain President
and CEO of International Brands.
Vladislav believed in SEC's good faith ... however, he didn't fully understand what would
happen to the SEC ability to fight criminals, who were defrauding investors ... if he has won
his case against SEC ... where, he was fighting SEC on jurisdictional issue ... which meant that
SEC has no jurisdiction over individuals who are involved in publicly traded companies,
which are not Fully Reporting Issuers, or this individuals are not Officers or Directors of
publicly trading companies, which are Fully Reporting Issuers ... Vladislav's winning the case
would open a huge loophole, which criminals would use to defraud investors, and
specifically individual investors with very limited knowledge and understanding in what they
were investing in, and with whom they were investing in ....
SEC had too much at stake. They couldn't afford the chance Vladislav's winning his case in
Supreme Court, because SEC knew what would it mean to defrauded investors, if SEC has
failed in protecting them against PREDATORS, the evil Presidents and CEO's, who pretending
to be financing legitimate enterprises .... malicious stock promoters, who ether pretending
to be promoting legitimate companies .... or lying to the legitimate companies that as a
result of their stock promotions, these companies will get financing ..... The facts are that
this stock promoters, promote these companies only as long as they have stock to sell ......
and then .... and then ..... they walk away, and this stock, which days ago was trading in
millions of shares...... no longer have any market support .... and go to pennies .
There is a graveyard of these companies, where investors lose 100% of their investments ....
unfortunately among those a lot of companies, which has become a PRAY themselves to this
PREDATORS in hopes of getting financing from stock promoters when they sell their shares.
Stock Market is very complex machine, which is made out of DTC, Clearing houses,
Investment Banks, Investment and Research Analysts, market makers, stock transfer
agencies, SEC attorneys, brokerage houses, information and media to distribute this
information, financial news reporters ... and now Social Media and writers, who get paid
tens and sometimes hundreds of thousands of dollars by stock promoters to write whatever
this stock promoters want them to write .....
Stock promoters are among very few people who knows how Stock Market Machine works
... and they can come-up with a million of excuses why they don't have money that they have
promise to give to legitimate companies.
Therefore, SEC attorneys had no choice, but to lie to Vladislav .... and they did!
16
None of his three Settlement proposals ever got to the Commission .... the time for Vladislav
to file in Supreme Court has expired.
SEC has filed for FINAL JUDGEMENT against Vladislav Zubkis. ... and Precedence to fight
criminals was born ....
I. Summary Judgment Standard, Preclusion, and Fifth Amendment Inference
A. Summary Judgment Standard
Courts grant summary judgment when "the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any, show that there is no genuine issue as to
any material fact and that the moving party is entitled to judgment as a matter of law." Fed R. Civ.
P. 56(c). "The moving party bears the initial burden of `informing the district court of the basis for
its motion' and identifying the matter that `it believes demonstratefs] the absence of a genuine issue
of material fact.'" SEC v. Zubkis, No. 97 *282 CIV 8086 JGK, 2000 WL 218393, at *1 (S.D.N.Y.
Feb. 23, 2000) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548106S.Ct.2548,
91 L.Ed.2d 26591L.Ed.2d265 (1986)). Once the moving party satisfies its burden, the nonmoving
party must "come forward with `specific facts showing that there is a genuine issue for trial.'" Id.
at *2 (quoting Fed R. Civ. P. 56(e)). The presence of a genuine issue of material fact, or a "`fact[
] that might affect the outcome of the [underlying] suit under the governing law,'" will prevent a
court from granting summary judgment. Id., at *1 (quoting Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 248, 106 S.Ct. 2505106S.Ct.2505, 91 L.Ed.2d 20291L.Ed.2d202 (1986)). Thus, if "the
evidence is such that a reasonable [trier of fact] could return a verdict for the nonmoving party,"
courts have not granted summary judgment. Anderson,
477 U.S. at 248, 106 S.Ct. 2505106S.Ct.2505. Furthermore, courts draw all reasonable inferences
against the moving party. Zubkis, 2000 WL 218393, at *2 (citations omitted).
In 2005 SEC has issued an order against Vladislav Zubkis:
https://www.sec.gov/litigation/opinions/34-52876.pdf
The SEC order had the following statements:
10 /Id. at *4. The district court found that Z3 was a "broker" based on its
employment of salespersons to sell securities to others. Id. at *8. The district
court also found that Zubkis was a "controlling person" of Z3. Id.
11 /Id. at *7. Zubkis himself falsely claimed that United Airlines had
contracted with IBI to provide coffee for all of its flights in the United States,
that IBI would be listed on the American Stock Exchange by the end of 1996,
and that IBI was going to merge with the fast-food chain Boston Chicken. Id.
at *5.
17
Vladislav comments, "This may appear as I am trying to blame SEC for their tactics in my
case..... however, it's not true. SEC had to do whatever it takes to protect public.... and they
did incredible job. It took them a long time ... however, when they found the right case, where
defendant will put up a fight, as I did .... SEC has put the best SEC attorneys on my case ... and
brick by brick ... block by block they were destroying the loophole, which had to be closed once
and for all."
The following information found in docket entries prove that SEC has
blocked Vladislav from introducing any evidence, which would proved that
Vladislav has never misrepresented anything to anybody.
05-181999
05-181999
8
6
8
7
05-211999
8
8
AFFIDAVIT of Vladislav Zubkis by Vladislav Steven
Zubkis Re: authority of the SEC (cd) (Entered:
05/19/1999)
MEMORANDUM by Vladislav Steven Zubkis in
opposition to [78-1] motion precluding deft Zubkis from
introducing evidence on motion for summary judgment
(cd) (Entered:
05/19/1999)
REPLY MEMORANDUM by U.S. Securities and re: [781] motion precluding deft Zubkis from introducing
evidence on motion for summary judgment (cd) (Entered:
05/24/1999)
… 11 /Id. at *7. Zubkis himself falsely claimed that United Airlines had contracted with IBI to
provide coffee for all of its flights in the United States, that IBI would be listed on the
American Stock Exchange by the end of 1996, and that IBI was going to merge with the
fastfood chain Boston Chicken. Id. at *5
".... Zubkis does not deny that he has been enjoined, but argues that the district court's
injunction is "void" because it was imposed on him without a hearing and, therefore, cannot
be a basis for this proceeding. As we understand this contention, Zubkis has two objections.
The first is that the entire civil injunctive action is "void" because the Commission did not
initiate an administrative proceeding as a precursor to bringing the injunctive action. The
second objection is that the district court injunction against him was "granted by default
when [he] refused to participate in providing evidence of innocense [sic], stood on [his]
vested rights, [and] depended on the law of the United States and the Constitution to
challenge jurisdiction. All was circumvented by the use of rules, inapplicable case law, and by
trick or device." We do not believe that Zubkis has established any basis for concluding that
18
the injunction is void or invalid. Contrary to Zubkis' assertions, there is no requirement in the
federal securities laws for the Commission to bring an administrative proceeding before
initiating a civil injunctive action. As to Zubkis' second contention, there was no hearing
because the district court granted the Division of Enforcement's motion for summary
judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure, and the district court
acted properly in doing so because Zubkis, although opposing the Division's motion, failed to
identify a triable issue. 18
Vladislav said, "On one hand SEC claims that I have personally claimed that my company has
contracted with United Airlines to provide coffee ..... I never made such a claim .... maybe
some salesperson in my organization had .... and it was lie.... and if he lied ..... I strongly
condemn it .... however, the fact was that my company gourmet coffee was in the
supermarkets before Starbucks ..... it was a friend of a friend who has helped me with that
.... on the other SEC fought against me introducing any evidence against their claims...."
SAN DIEGO--(BUSINESS WIRE)--May 8, 1996--Stella Bella Corp., USA (NASDAQ Bulletin Board:
SBAM), an emerging player in the rapidly expanding international gourmet coffee market,
announced that Stella Bella gourmet coffees will now be available in 300 Ralphs Supermarkets,
Southern California's leading supermarket chain.
The successful placement of the Stella Bella line of gourmet coffees in a supermarket holding the
number one position in market share is expected to contribute greatly to Stella Bella's future
revenues. Ralphs Supermarkets recently expanded through the acquisition of another grocery
chain, thus significantly increasing its total number of outlets.
Stella Bella's introduction to Ralphs Supermarkets evolved through an agreement with A-1
International, a prominent gourmet products distributor. Teaming up with A-1 enables Stella Bella
to reach an expanded market in the West beyond Southern California. As one of the largest and
most respected food distributors in the country, A-1 will expand Stella Bella's distribution in the
West to include Arizona, Nevada, New Mexico, Utah, Idaho and Montana, as well as Southern
California. The company's linkage with A-1 International and Ralphs represents a big step forward
in the dynamic expansion and diversification of Stella Bella.
In addition to television and radio commercials, slated for the end of May and beginning of June,
Stella Bella plans to participate extensively in Ralphs in-store marketing programs, including
couponing, sampling, special advertising, and other similar activities.
Stella Bella plans to further ensure and support the success in the retail segment of the Stella Bella
family of products with a strong commitment to increasing brand recognition and sales, and will
devote extensive resources to making these corporate goals a reality.
For further information contact Bruno Kozik, president of Stella Bella Corp., USA at 619/292-3380
or fax him at 619/292-1528.
19
CONTACT: Carter Communications
Diane Carter, 818/752-1500
Vladislav continued, "SEC has also claimed that I have said that IBI was going to merge with the
fast food chain Boston Chicken ...... bellow is the evidence that it wasn't Boston Chicken.... it was
Summit Family Restaurants."
http://google.brand.edgaronline.com/DisplayFilingInfo.aspx?Type=HTML&text=%2526lt%253bNEAR%252f4%2526gt%253b
%28
%22STELLA%22%2c%22BELLA%22%29&FilingID=1224134&ppu=%2fPeopleFilingResults.aspx%3fP
erson
ID%3d2173768%26PersonName%3dSTELLA%2520BELLA
http://www.deseretnews.com/article/501080/SUMMIT-RESTAURANTSREJECTSSUITOR.html?pg=all
SUMMIT RESTAURANTS REJECTS SUITOR
Published: Thursday, July 11 1996 12:00 a.m. MDT
Salt Lake-based Summit Family Restaurants Inc. said Thursday it has turned down a buyout offer
from Stella Bella Corp.
A Summit spokesman said a committee of Summit's directors concluded the offer by Stella
Bella, to exchange 5.7 million of Stella Bella Triple Crown Units for Summit's 77
companyoperated JB's Restaurants "is not financially superior to . . . the company's current
agreement with CKE Restaurants Inc."Summit has scheduled a special meeting of stockholders
to vote on the proposed merger with CKE Restaurants Inc. for 10 a.m. Friday in Salt Lake City.
Summit has restaurant operations in nine Western states including 77 company-operated and 24
franchised JB's Restaurants, six Galaxy Diner restaurants and 16 HomeTown Buffet restaurants.
A San Diego-based company earlier had made a bid for Summit, which is based in Salt Lake
City, but it was uncertain Friday whether the company, Stella Bella Corp. USA, plans to fight
CKE's proposed deal. Summit executives did not return telephone calls and a spokeswoman for
Stella Bella, a coffee shop operator, said only that the company was studying its options.
CKE Chairman and Chief Executive Officer William P. Foley II said, however: "We've sealed a
deal with Summit's [board] . . . and would receive a significant break-off fee if the deal isn't
completed. I don't see any fight."
20
Stella Bella last month made an unsolicited $34.7-million offer for Summit. But Summit
executives at the time said there was not "satisfactory evidence" that Stella Bella has sufficient
cash to finance the deal. Stella Bella President Jack Broberg founded the Summit restaurants,
former JB's chain in 1961 and took the company public in 1972. He left as chairman in 1990.
As a result of FINAL JUDGEMENT, SEC has followed with all procedures to collect
$21,578,731.39 and to get Grand Jury indictment against Vladislav. In a process more than
4,000 investors has received letters, which said that they were defrauded and dozens of
people who were associated with Vladislav in one form another were subpoenaed.
Although Vladislav was indicted and plead guilty, in a process of the investigation SEC has
learned that Vladislav has never misappropriated any investors funds.
If convicted on all 34 counts, Vladislav could have spend 850 in jail.
However, at this time SEC has helped Vladislav .... At the time of Vladislav's sentencing trial,
the statement of SEC Senior Staff Attorney of SEC Enforcement Division, which were
pronounced by Vladislav attorney, has let the Judge know that, "Although Zubkis has violated
law, his violations were not "evil" or "malicious". ... and the judge has agreed to accept "PLEA
AGREEMENT" negotiated with US Attorney.
Vladislav has agreed to waive 34 count indictment and plead guilty to a one count
superseding information charging Vladislav with one count of conspiracy to commit federal
offences.
In exchange for Vladislav's guilty plea and Vladislav giving to US Government all
proceeds from the sale of his home, where he resided with his wife and 5 children, the US
Government has agree to dismiss and forgo all criminal charges against Vladislav and
members of his family.
21
The most negative article written about
Vladislav.
BLOOMBERG/ NEWSROOM:
+------------------------------------------------------------------------------+
Steve Zubkis Hit It Big -- Now IRS, SEC, Investors Want Theirs
2000-02-18 14:03:03.490 GMT
San Diego, Feb. 18 (Bloomberg) -- Vladislav Zubkis, a 40-yearold immigrant from Ukraine, succeeded in America the old-fashioned
way -- peddling shares in companies he says were into everything
from coffee and bagels to drugs and phosphates.
"As a Wall Street stockbroker, he was a Million-Dollar
producer." said David Burger and Barry Schwartz, two principals
and owners of of Barrett Day Securities, where Steven
Zubkis worked from 1990 to 1992.
22
Another success story lies in how Steve Zubkis, as he likes to be
called, pulled in millions of dollars, while IN PRO SE (himself
without an attorney) suing for the past 7 years 18 SEC Attorneys
- staff members and among them 3 SEC Commissioners, NASD,
MSRB, SIPC, NY and NJ states securities regulators and Attorney
Generals, the FBI, the IRS, and local San Diego police -- even as
his family fell victim to mysterious acts of violence.
Now, banned from the securities business, Zubkis has transformed
a money-losing company named International Brands Inc.
into an online retailer, in the process awarding himself 250 million
shares. On paper, that makes him a billionaire.
``My company is skyrocketing right now,'' Zubkis boasted last
month at a Las Vegas trade show. Its shares, then trading at 4,
would increase 100-fold because of Internet business, he said.
In 1997, Zubkis was accused by the Securities and Exchange
Commission of defrauding 1,000 shareholders of more than $10
million. The SEC expects a federal judge to rule soon on its effort
to bar Zubkis from being an officer or director of any publicly
23
traded company. Zubkis says the SEC doesn't have authority in
the case.
Urge to Merge
Zubkis showed his mastery of regulations in January, as
International Brands faced delisting from the OTC Bulletin Board
after failing to file financial reports. In less than 24 hours Zubkis
was able to arrange a merger with Tele Special.com, a Las Vegasbased shell company with no business, a transaction he says cost
$130,000 and 25,000 shares. The move bought Zubkis more time
to furnish the requested reports -- and delayed his company's
threatened delisting.
For the present, Zubkis seizes any chance to promote his
Internet business -- even bad news. When hackers crashed Yahoo!,
Amazon.com, eBay and other sites, Zubkis declared that his
WorldBestBuy.com site also was disrupted for ``two to three
hours'' on Feb. 8.
24
``Certain similarities were evident,'' the company said in a press
release -- one of 40 it has issued since January -- to ``reassure
customers that we are taking every protective measure possible to
prevent such attacks from occurring in the future.''
That's difficult
for outsiders to assess. Media Metrix Inc., which tracks 20,000 Web
sites, says WorldBestBuy.com gets too few hits from visitors to bother
monitoring. The company claims it got
2 million unique visits in December.
Stella Bella
WorldBestBuy.com doesn't overwhelm visitors with choices,
though some stuff it offers won't be found everywhere: a white
marble sink ($1,099); an ergonomic cigar cutter ($43.99); three
types of Gucci sunglasses, ($98.99 each) a 1987 Bentley auto
($39,000). All purchasers are promised a free pound of Stella
Bella coffee.
Stella Bella Corp. was the company's name from 1993 to 1997,
when Zubkis changed its name to International Brands. While
running Stella Bella, the SEC alleges, Zubkis illegally sold more
than $20 million in unregistered shares to small investors.
25
The SEC also accused Zubkis of running a network of unlicensed
salesmen who made false claims about Stella Bella's earnings,
revenue and stock performance. The National Association of
Securities Dealers banned Zubkis for life for refusing to cooperate
with investigators.
In response, Zubkis sued the SEC and NASD in federal court.
His suits were dismissed. ``It was a big mess,'' says Zubkis, who
maintains his stance put regulators on notice that he wasn't a
patsy. ``I can do in court what no lawyer can,'' he says, adding
Busy, Busy
Zubkis was 16 when he arrived in the U.S. in 1976 with his family
from Ukraine. He grew up in Brooklyn, along with thousands of
other new immigrants from the former Soviet Union. Though his
parents became U.S. citizens, he didn't.
``The reason that I didn't go through that process is I was always
too busy,'' he says.
26
Zubkis says he studied computer programming at night at New
York University and worked in various computer jobs before finding
employment as a stockbroker.
Working in small brokerages, he switched firms an average of
once a year during an eight-year career. In 1993, he paid $65,000
for 85 percent of Stella Bella, a chain of four San Diego coffee
shops. Within two years, the SEC charges, Zubkis falsely claimed
Stella Bella had 150 coffee shops in Russia and said he was
applying for listings on the American, Nasdaq and Toronto stock
exchanges; he never did apply.
Zubkis says the problems of being in the coffee business are now
behind him. ``For this company to be in the coffee business was a rat
race. We were in 4,000 supermarkets before Starbucks, but getting
the products on the shelves is only part of success – due
to
investigation we were precluded to obtain financing for advertising in
order to get customers to take the coffee from the shelves,'' said
Zubkis. ''In the Internet, it's different.It's just a dream come true.''
Before entering the Internet, Zubkis announced in 1998 that
International Brands would acquire 40 percent of the former Soviet
27
Union's phosphate industry in Kazakhstan. In 1996, he said Stella
Bella would distribute pharmaceuticals in Russia. Nothing was
heard of the ventures since.
Money Launderer?
He blames rivals -- mentioning a former Russian associate -for his current problems with regulators, as well as for what he
describes as a traumatic police raid of his San Diego home.
``Somebody called the FBI and SEC and told them I'd done
something wrong,'' he said. ``Some people on Wall Street saw
(me as) a big competitor. They sent government agents after
me.''
In February 1995, armed police, FBI and IRS agents raided
Zubkis's three-story house in a San Diego suburb on a search
warrant alleging securities and mail fraud, as well as money
laundering and income tax evasion.
``Through a convoluted trail of wire transfers and other
transactions, Zubkis has laundered the proceeds of his criminal
activities,'' said IRS agent Robert Lange in an affidavit. ``In total,
28
he has withdrawn several million dollars in cash from bank
accounts under his control.''
Zubkis failed to file tax returns from 1984 to 1993, according to
Lange, who said Zubkis ``received over $10,000,000 which should
have been reported by him on federal income tax returns for the
years 1988 through 1992.''
Although ``boxes and boxes'' of documents and computer
records were carted away, according to ex-detective Thwing, the
raid didn't produce an indictment or any formal charges against
Zubkis. Authorities say their investigations are continuing.
Pig's Ear
Following the raid, however, the Zubkis household and his
business appear to have been targets in what police and other
officials call a series of ``bizarre'' incidents.
One year after the raid, Steve Zubkis's 70-year-old mother
was stabbed at his home by his father, according to a coroner's
report, and died three weeks later in hospital. Zubkis told
29
investigators his father had been diagnosed as a paranoid
schizophrenic and was depressed. No charges were ever filed.
On December 8, 1998, three mail bombs were found in San Diego
addressed to Stella Bella. An investigation is still underway.
Last June 16, Zubkis's two-year-old daughter Maxine suffered
a near-fatal stabbing in the neck. A babysitter was in the house;
Zubkis blames an unknown ``intruder.'' The San Diego sheriff's
department says the case remains under investigation.
Zubkis, a muscular 170-pounder, says he also received a pig's
ear in the mail last year and lives in fear. ``I keep my doors
locked,'' he said. ``What am I supposed to do?'' Zubkis's wife
Alla, and three sons and another daughter, aged 4 to 16, also live
in the house.
`Billions and Billions'
``They picked the little one so she couldn't talk,'' says Zubkis.
People familiar with the case speculate that the violence may be
linked to his stock-promotion activity.
Whoever is behind the attacks, Zubkis remains upbeat about his
company's future. At the Las Vegas trade show, he promoted his
30
Web site lavishly with circus performers, a rock act and a red
Indianapolis 500 racecar.
``I believe in five years, our sales will be in the billions
and billions of dollars,'' he said, adding this was a personal
belief rooted in faith and not based on hard figures.
He also believes the SEC will come around to seeing things
his way. ``I think we're going to come to a settlement,'' he says.
``They'll see it's in the best interests of the stockholders for me
to be chief executive of the company.''
--David Evans in San Diego through the New York newsroom Sometimes I am asked if I
regret that I didn't cooperated with prosecutors against hundreds stock brokers, who was
working in about 30 stock brokerage satellite offices of 5 or 6 brokerage firms? They didn't
disclose that they were receiving additional compensation and didn't pay taxes. When they
were subpoenaed by SEC, all of them has plead their constitutional right, not to answer any
questions, which could incriminate them, all of them plead the "5th. amendment."
No .... I don't have regrets for this. Because this 300 brokers had kids, mothers, sisters,
wife's .... it would have been a disaster .... it would be a completely wrong thing to do, to
cooperate and be instrumental in 300 people going to jail.
What I do have regrets for, is for not preventing this disaster ... and I could have.
The same way that I have gotten from GREADY owners of this 5 or 6 brokerage firms, the
legal documents allowing me to compensate brokers legally, and for them to legally receive
compensation ... "SELL AWAY AGREEMENT" ... I could have insisted that this GREADY
owners of this brokerage firms send some kind of disclosure letter to investors that the
brokers and the brokerage firms GREADY owners are receiving additional compensation,
which is not disclosed on confirmations....
31
Therefore I was responsible for this stock brokers not paying taxes ... and this was the only
crime I have committed, and don't have any grudges against anyone for putting me to jail
for 5 years.
I strongly believe that when people make mistakes, they must pay for their mistakes. Its
better for them in a long run to pay for their misdeeds. Because, if they think that they can
get away with wrongdoings, eventually they will do something so horrible that they will
have to spend in jail 20, 25 years or even a lifetime.
Sometimes I am asked if I regret that I didn't accept the offer by SEC to stop working in
financial industry .... and instead sued SEC, FBI, IRS, NASD, Attorney generals of New York
and New Jersey, San Diego Police Department ... and everyone who has been involved in my
investigation Personally and in Official capacity .... and as a result of these lawsuits gone to
prison Lompoc by the nick name "The New Rock" ... not a Fed Camp next door, where
Michael Milken and many others go who violate securities laws.
This prison was named "The New Rock", because this is where half of the inmates who was
to spend their lifetime in prison was moved from "The Rock" the Alcatraz, after Alcatraz was
closed on March 21, 1963..... Although, "The New Rock" was considered as a medium security,
however it was operated as the maximum security prison because of Alcatraz inmates serving
lifetime.
No I don't have any regrets for this either.
My grandmother used to say, "Whatever happens in life is for good." A lot of good things has
happened as a result of me going to jail ...
During the 10 years that I fought the governments, my wife gave birth to 2 more kids.
It was the good that I have paid for my misdeeds ... it gave me a piece of mind.
The best of all, is that as a result of me losing my case to SEC, the SEC and
other Securities Regulators has gotten a tool known as SEC v. Zubkis, the
Legal Precedence, which they have already been using hundreds of times to
protect investors from EVIL and MALICIOUS PREDATORS operating in this
industry and defrauding people, who don't know what they are doing, who
are honest people themselves and are not prepared to deal with this
extremely sophisticated criminals, who are experts in defrauding investors
and one of their tactics to disguise themselves as "Good Samaritans."
32
I am sure that a lot of people reading this document may have a question, is Vladislav
Zubkis aka Steven Schwartzbard can be trusted as the Chairman and founder of Amnistya
Childrens Foundation and NeuroMama's General Design and Marketing Strategist.
Yes you can, and you should.... an here is why?
First and the main reason ... NeuroMama gives long term shareholders sense of security and
solidity as an asset based company. One of the main goals of NeuroMama is to keep
enhancing its library of Entertainment Assets and real estate holding, and specifically Ocean
Front and Ocean View land.
Entertainment Assets don't take much space. Don't require any maintenance. Unlike renting
an apartment or a car, movies can be rented to millions of people at the same time.
Land ... they don't make any more land .... and land next to the ocean or sea always more
valuable.
In my opinion NeuroMama is a real blue chip! Have you ever really thought about what a Blue
Chip investment is. Blue Chips. Everybody's dream .... mine, yours, everybody's .... is to leave
some blue chip investments to their children. Something solid, dependable, something they
can build their future on ... something like American Airlines .. Is that what you call a Blue
Chip? What is a Blue Chip? Later I will tell you few things that I know about Blue Chips.
Second reason, because I came from family where educating kids was as important as feeding
them. I personally has learn to read when I was 5 years old, and by the time I was 9,
I have read every book in every library in my city that have to do with adventures and
fantasies. My father spoke 7 languages. My mother graduated school and university with
gold medal ...
And my mother's uncle, my Great Uncle - Scholom Schwartzbard is known to every Jew in a
world as the "Jewish Avenger", who during the daylight in Paris in 1926 has killed Simon
Petlura, the Chief Commanding Officer and President of Ukraine in exile, because along with
19 members of our family killed in POGROMS were almost a million of other Jews.
My Great Uncle has surrendered himself to the police, and during "Schwartzbard Trial" was
acquitted by every member of the jury.
One of the people, who was testifying on behalf of my Great Uncle, was Albert Einstein.
It was many famous writers, who has also testified on my Great Uncle behalf, such as Sholem
Aleichem, Maxim Gorky .... my Great Uncle was a writer himself, and written many books
under the pen-name "Ben Haloymes"
33
He has also financed the first Jewish Encyclopedia, and together with Albert Einstein has
formed Organization Against Discrimination ... not an organization against discrimination of
Jews .... Organization Against Discrimination of all people.
https://neuromama.com/index.php?action=search&query=scholom+schwartzbar
d&type=web
https://www.google.com.mx/search?q=scholom+schwartzbard&ie=utf-8&oe=utf8&aq=t&rls=org.mozilla:enUS:official&client=firefoxa&channel=sb&gfe_rd=cr&ei=JAeVPz2AsmE8QfLqYGgDQ
And the third rreason, because I know what I am doing. Bloomberg didn't call me "Master of
Regulations", if it wasn't true.
If your main goal to make money in a market, and;
You are the type of a person who wants to make sure that you don't miss your flight, and;
Don't care if the cab driver has gotten a lot of tickets by the time he learned his way around,
and;
Understand that Michael Milken will not advise you, because he is very busy advising
billionaires and dignitaries, and;
You remember, when Coca Cola has introduced FRUTOPIA in efforts to duplicate success of
Snapple, and with all of its contacts, expertise, distribution and resources' has lost $480
million dollars, and if you invested with Coca Cola experience ... you would lose money... and;
You understand that you'd make money with SNAPPLE management with much less
resources and experience than Coca Cola however, they had great marketing strategy ... by
printing one stock certificate for Howard Stern.
George McDonald, a British poet’s wrote, "To be trusted, is a greater compliment then to be
loved."
I can provide a lot of references, who will say that I always keep my word, although on
many occasions due to unforeseen circumstances it could take longer for me to deliver on
my promises.
34
Neuromama.com Search Engine provides search results in all languages.
NeuroMama.com is a large online platform, kind of like a large plaza, which has everything you
need, and if you will start using NeuroMama, you don't need any other sites.
NeuroMama.com is the best in the world Search Engine and Social Network, researched,
designed, developed and implemented based on Neural Technology and artificial intelligence
..... Developed by the best International team of mathematicians, and computer analysts.
This Search Engine and Social Network, which learns from people and became an inhuman
person itself. NeuroMama.com is a quality search, with accurate results, with all your favorite
sites on hand, and all on one page....... and already has all information about you and your
business ...... and was designed to help businesses and people.
When you are using NeuroMama.com Search Engine - Browser and Social Network, you can
have on your online work table, any photos of your family and friends, beautiful pictures. You
can attach whatever uplifting and inspiring you, rather than the standard and gray backgrounds
with a search line offered by other internet service providers.
35
Also you bookmark your favorite sites, and have them at your fingertips in a second.
On search engine NeuroMama.com you will find everything you need for your children, the
NeuroMama platform was designed also to be used by children, and friendly to the parents.
Kids.NeuroMama.com includes a games, cartoons, books, educational materials, encyclopedias,
and many other things you need for children.
Also on the platform of search engine Neuromama, there is an infrastructure of social networks
NeuroMania.com, which is a social network, which helps you to communicate with your friends,
exchange letters, messages, photos, video, anywhere in the world. Also through a social
network "NeuroMANIA" you will be able to find their friends with the same interests, same
professional skills, like-minded friends on hobbies, interests, to delve into the art, log into
different groups according to their interests, find people with the same lifestyle as you. For
example: enter in a group of people who are addicted to gardening, or join a group of people
who are addicted to paranormal phenomena, or join a group of people who are fond of music
and art, or join a group of people on professional interests and communicate with each other,
share experiences. And there is a lot of this kind of different groups on the social network
"NeuroMANIA". Here everyone can find something he is interested in.
NeuroMANIA soon will have webpage for your business, which you can update and start using to
promote your products and services...... absolutely free.
It'll have a mechanism for you to communicate with your clients, and your clients to
communicate with you, and other clients. It'll have a mechanism for you to display special
offers, and make announcements.
Also we have the best email service in a world, and most definitely most simple to use, and it will
never change.
Use our email service to communicate with all of your friends, relatives, and to work with
partners.
NeuroMama has over 650,000 feature films and television programs ...... all available on
demand and it streams 100's of television channels. on it will be 10's of millions in all languages
You and your children can use it absolutely for free to watch your favorite films, TV programs,
channels of direct TV broadcasting, children's channels, watch the news, famous and important
to the world television shows, sports programs and channels, music channels, TV series, feature
films click on FilmTvZone on NeuroMama.com
Finance.NeuroMama.com will become the most important website for individual and
institutional investors, that will help them with research to make investments that will make
them money and protect them from investing into bad company.
36
Soon NeuroMama will release Finance program based on Neural Technology, which will be able
to predict how markets will react in the future and how companies will perform short and long
term...... however if click on Finance.NeuroMama.com you will already see variety of research
reports and soon will get stock quotes from different international stock exchanges.
NeuroZone.NeuroMama.com is an online retail platform where tenants can sell their products
and also to put them on the auction. NeuroZone facilitates shipping of our tenants products to
150 countries and through special data-feeds also helps them to open similar stores on over
100+ online retail platforms, where from NeuroZone's tenants they can add, delete products.
Change prices and announce specials. Go to NeuroZone and start buying products from
NeuroMama tenants.
NeuroMama will give you points for every purchase you make from NeuroZone shoppers, and
when you accumulate enough points you can use it s a part of NeuroMama Frequent
Searcher/Shopper Reward program to get free vacations, special discounts, and many other
free and attractive benefits available only on NeuroMama.com
Click on Fsr.NeuroMama.com and see large variety of free vacations, discounts on NeuroMama
mobile-type devices..... etc.
NeuroBrowser of NeuroMama.com is the best, easiest to use, and blocks all kind of viruses and
pop-outs on your screen. On NeuroBrowser you can also search, and bookmark your favorite
websites, and put your favorite pictures on the background of the screen.
See how easy to enter the SETTINGS on the right side of the screen and browse through photos
attaches, and attach few photos of your family, and set to rotate.
In 2 years the NeuroMama stock will be the most popular and will make NeuroMama
shareholders and employees very, very rich.
NeuroMama.com is the best Search Engine in the world.
NeuroMama.com learns from all the users and when one million people of an average age of 30
years old, will use NeuroMama, NeuroMama will have wisdom of 30 million years.
NeuroMama.com Search Engine, is the only Search Engine which knows how you feel, and is your
minds eye, or the mirror in your mind.
https://neuromama.com/ - Search Engine based on Artificial Technology..... (when 1,000,000
people with an average age of 30 years will use this search engine, NeuroMama will have a
wisdom of 30,000,000 years..... today its 2014. Google is only as smart as how many people
have worked on designing Google search engine. Maybe 5 or 25 or 250 people?)
We believe that realizing our limitations is one of our strong points.
37
We believe that people like Carlos Slim and his companies around the world has and specifically
in Latin America can do MUCH, MUCH better job then we could ever dream about in making
Neuromama.com Search Engine popular in Latin America ..... therefore we are pursuing
relationship with his family and his companies, with a goal for Neuromama, Ltd. to be acquired
by Grupo Carso or any other company in Grupo Carso family of companies.
We also believe that company like ALIBABA can do MUCH, MUCH better job then we could ever
dream about in making Neuromama.com Search Engine popular in China ..... therefore we are
implementing changes into Neuromama.com to include products sold on ALIBABA. In China we
have much less competition due to absence of Google, Facebook, YouTube, Gmail, Bing and
Yahoo. Due to Neuromama, Ltd. having its roots in Russia, we don't have same problems with
Chinese government that other nternet companies do. Therefore, we are perusing a goal for
Neuromama, Ltd. to be acquired by ALIBABA or Jack Ma or any other company in ALIBABA
family of companies.
We strongly believe that APPLE COMPUTERS has so much marketing power and resources around
the world, that can do MUCH, MUCH better job then we could ever dream about in making
Neuromama.com Search Engine popular around the world .... we believe that for APPLE to
acquire Neuromama, Ltd. would be an ideal situation .... therefore we are pursuing relationship
with APPLE COMPUTERS, with a goal for Neuromama, Ltd. to be acquired by APPLE or any other
company in APPLE family of companies.
We are pursuing promotion of Neuromama GEO, SEM and eCommerce Advertising Solutions to
companies with synergy and large sales force.
http://investor.neuromama.com/neuromama-internet-advertising-solutions.html
On January 27th, 2015 Al Hill the CEO of Neuromama Latin America and CTO of Neuromama, Ltd. Jeremy
Thomas has traveled to Mexico City and met with senior executives of Seccion Amarillo including the General
Director Mr. Benjamin Podoswa, the Chief of Operations, and Miguel Vives who is the manager of development
and Internet retail. Seccion Amarillo is Yellow Pages of Latin America, subsidiary of
America Movil S.A.B. de C.V. (AMX)
-NYSE - Company owned by Carlos Slim
The meeting was in direct response to the Internet Marketing & Website Development proposal that Neuromama
had previously provided Telmex and Seccion Amarillo. During our meeting we gained an understanding of the
short and long term goals of Seccion Amarillo and their needs. I discussed the content included in the proposal and
put emphasis on the Neuromama SEM, Mobile Website Development, and E-Commerce / Product Data Feed
solutions.
The Seccion Amarillo executive team explained to us that the online directory part of the business has been having
difficulty maintaining satisfied clients and that their print media department has been responsible for keeping the
company in business. Furthermore it was explained to us that Seccion Amarillo has scaled back operations and had
discontinued some of the services that they had previously offered small business.
38
As the meeting progressed it became evident that Seccion Amarillo has no concept of how to develop a strong
Internet presence Mexican businesses outside of payed advertising. Currently their services include directory
listings, landing pages, and managed Google Adwords campaigns. None of the services that their marketing
program offers provides long term value that the businesses that are adverting own.
Jeremy has explained the importance of building a strong Internet presence that the business will own and will
receive long term value from. He has put strong importance on creating businesses their own websites using
unique domain names, and a strong social media presence as well as natural search engine placement as opposed
to pure payed adverting.
By the end of the meeting all 3 Telmex executives agreed that the Neuromama Internet Marketing Solutions
would provide great value to Mexican businesses and expressed an Interest in reselling the Neuromama Internet
Marketing program. They also asked if we would be able to customize the program if needed and simplify some
of the aspects to improve the sales and implementation process.
We were told that Seccion Amarillo has currently over 1000 sales agents that can begin selling the Neuromama
Internet Marketing solutions to 1000's of existing clients as well as to new ones.
One of Seccion Amarillo development projects include an online marketplace that will be made up of Mexican
internet retailers. When Jeremy heard this he quickly recommend that they utilize the Neuromama product data
feed solutions that will allow retailers to automate the process of uploading their products onto the Seccion
Amarillo marketplace.
The data feed extracts the product data including attributes and will map, configure, and upload the product
records to the marketplace. The data feed will refresh daily and keep the retailers website and products for sale
on the marketplace synchronized.
In conclusion, Seccion Amarillo has agreed to partner with Neuromama and resell the internet Marketing
Solutions as well as utilize the Neuromama product data feed solutions with their online marketplace. We actually
see this as just the beginning of a long and fruitful relationship in the world's 3rd fastest emerging internet
adverting market in the world.
Internet advertising in Mexico was a 6 billion dollar industry in 2014 and has been growing 30% year on year. As
long as we can be successful at developing a strong and viable relationship with Telmex / Seccion Amarillo, then
Neuromama should be able to become a major player in providing Internet marketing solutions not only in Mexico
but throughout Latin America.
Neuromama will become a bridge between American technology and the Latin American Internet Advertising
Industry.
From: Jeremy Thomas <[email protected]>
Date: Fri, Feb 6, 2015 at 12:03 PM
Subject: RE update on telmex seccion amarilla
To: Steven Schwartzbard <[email protected]>
Hi Steven,
I want to let you know that I have a conference call scheduled for Tuesday at 8:00 am with Seccion
Amarilla as well as myself, Al Hill, and Godatafeed which is the provider of the technology. We will
39
be demonstrating the Neuromama data feed solution to Seccion Amarilla and then we will
hopefully proceed with a round of testing on some of Seccion Amarilla's existing clients.
Regards, Jeremy
Hello Jeremy,
I appreciate you staying on top of integration Neuromama technological advancements into
American Movil's income producing infrastructure.
Please let me know of the financial or other resources you require to implement our plan of
integrating of NeuroMama's Online Advertising Products into Seccion Amarillo Yellow Pages
product line as 1st. project, and setting up America Movil as the Online Retail infrastructure
utilizing NeuroMama eCommerce technology as the 2nd. project.
Please expedite this phase, that will lead to Revenue Share and Service Agreement between
NeuroMama and America Movil.
.
Regards, Steven.
On Mon, Feb 2, 2015 at 12:13 PM, Jeremy Thomas <[email protected]> wrote:
Hi Steven,
Below is an email that I sent to Mr. Hill that he will be sending to Seccion Amarilla. This week we
will be providing a demonstration of the Product Data Feed solution which will be followed with
some initial testing on a designated group of Seccion Amarilla E-Commerce clients.
Once we have successfully delivered the Product Data Feed Solution, Then I recommend that we
proceed with the Website builder solution.
Regards,
Jeremy
---------- Forwarded message ---------From: jeremy-t <[email protected]>
Date: Mon, Feb 2, 2015 at 12:03 PM
Subject: RE Follow up email for Seccion Amarilla outlining 2 initial solutions and next steps
Hi Mr. Hill,
40
In response to the meeting between myself, Al Hill, and the Seccion Amarilla executive team,
Neuromama is prepared to offer Seccion Amarilla two web based solutions that will best meet
the immediate needs of Seccion Amarilla and small businesses in need of a strong internet
presence. Both solutions offer an increase in online visibility to small businesses in a way that
can be easily sold, implemented, and provide a positive ROI to the end user.
After careful consideration of the needs of Seccion Amarilla and a simple friction free process
of delivering the solutions that provide a positive ROI, Neuromama would like to proceed with
offer our all inclusive web based product data feed solution, as well as our web based site
builder. It is our understanding that both solutions will best meet the needs of Seccion
Amarilla and the growing demand in Mexico and Latin America. Below are the details relating
to each of the Neuromama solutions.
Description of product data feed solutions:
NeuroMama offers a complete web based product feed solution. Our product data feed
solution automates the process of selling products across multiple marketplaces and search
engines providing an opportunity to internet retailers that would have otherwise been nearly
impossible. We work with 100+ shopping channels to get our clients products where they
need to be - seamlessly.
We are prepared to develop custom data feed solutions to fit the needs of the Seccion
Amarilla marketplace and the participating retailers. We can provide the means of uploading
thousands of products to the Seccion Amarilla online market place automated and seamless.
We can also develop outbound feeds that will extract the product data from the marketplace
and then distribute the product feed to other search engines and shopping channels.
The solution provides an easy to use interface that each retailer can utilize in their efforts.
The following is a list of complete features that the product data feed solution provides.
Shopping Engines
We Syndicate product data feeds and optimize listings to a choice of over 100 comparison
shopping engines, affiliate networks and ecommerce tools.
Marketplaces
We make selling on Amazon, eBay, Rakuten, Sears, and NewEgg easier by automatically
feeding product and inventory updates to the marketplaces.
Analytics
Leverage our built-in analytics to monitor channel or product performance. Add powerful
options to proactively manage and get the most from your feed campaigns.
41
Performance Alerts
Neuromama will watch clients campaigns and keep them profitable by alerting the client - or
even suppressing products from feeds - when performance criteria are met.
Cost Reporting
Our clients Know what they're spending on product feed campaigns in an instant - and make
informed decisions on where to continue to invest their marketing dollars.
Order Synchronization
We take the time and hassle out of constantly monitoring marketplace orders on several sites
- see it all in one place with our order synchronization solution.
Setup Process and Timeframe:
The initial development of the data feed solution for the Seccion Amarilla marketplace as well
as new search engines and marketplaces may take 1 week. Once the solution has been
developed then the process of connecting new retailers is fast.
within 3-4 Days we can have a new client connected to every shopping network that they
would like to participate in. Please note that most online shopping channels also require a
signup process which will need to be completed before we can connect the data feed. The
following are the steps involved in setting up a new client.
Step 1: Install data feed module to E-Commerce website. We can either install the module
for our clients or the module can be provided to the client for installation.
Step 2: The module will extract the data and associated attributes such as sizes, colors, sales,
etc.
Step 3: The product attribute data will be maped and configured for each shopping channel
that the feed will connect to.
Step 4: The product data feed will automatically be uploaded to the designated shopping
channel. The time in which products will become visible on each search engine and
marketplace will depend on the verification process. After the initial data upload, the data
feed will seamlessly refresh the product records every day on the Seccion Amarilla
marketing place and all participating shopping channels. Product Data Feed Demo:
42
We are prepared to provide Seccion Amarilla a live demo of the product data feed solutons
Below is a list of online retailers who are benefiting from product data feeds:
wine.com
usmattress.com
modernnursery.co
m pokkadots.com
footwear etc. zia
moda Firenze Make
Me Heal
Happy Home
Ghirardelli
877myjuicer.com
idzone
Cut@Home
NaturesBasin
Kir Devries
Favi Entertainment
LedGlow
DirectBuyLighting.com
BBQ Island Outdoor Products
Thedispensaryonline.com
Vida Brands
Stella Maternity
TahoeMountainSports.com
Netnutri.com
PtouchDirect
DiamondHarmony.com
The second solution that Neuromama is prepared to deliver Seccion Amarilla is an all
inclusive web based website builder that provides the means of creating powerful, effective
websites in a completely automated manor. The Neuromama site builder is rich in tools such
as drag and drop functionality and wysiwyg editors. The solution will also include hosting,
the use of sub domains, or use of a registered domain. the solution provides all the tools a
business owner needs in order to effectively create and market their website online. There
will be a monthly subscription cost with multi-tier options including E-Commerce.
From a practical stand point, I recommend that we proceed with both solutions in steps
beginning with the Neuromama product data feed solution. We are prepared to provide an
initial demonstration of our solution followed by a round of testing in which Neuromama will
provide the data feed solution to a selected group of E-Commerce retailers whom Seccion
Amarilla current does business with.
43
Once Neuromama and Seccion Amarilla has successfully implemented the product data feed
solutions on a large level, then Neuromama is prepared to proceed with providing a
demonstration followed by testing of our website builder solution.
At this time I would like to schedule a day and time to provide our initial demonstration of
the Neuromama product data feed solution.
Regards,
Jeremy Thomas
THE FIRST PHASE OF CONTINENTAL LIVE ENTERTAINMENT HOTEL CASINO
RESORT.
Recently I have learned about failed project Punta
Colonet, where founders prior to acquiring or obtaining
control of the land has disclosed information about the
project to the public.
As a result of premature disclosure the price of land went
through the roof, and project has failed due to the high
cost of land.
44
The complete Continental Live Entertainment Hotel
Casino Resort project consists of few parcels on the
Pacific Ocean and Sea of Cortez with a total of 490.000
hectares of land.
At this point we have completely secured 1,354 hectares
and legally tied up additional 160,000 hectares on the
Pacific Ocean, which will be secured shortly.
I feel very strongly that the balance of the 490,000 hectares
property will soon to be secured as well.
Upon obtaining control of the land we will be in position to
disclose this project.
Up and until I secure the rest of the land, which may take 3
to 6 weeks, I'd like to keep this information very
confidential.
Attached are various documents pertaining to this project.
Recently myself, Rinaldo Mercury and Cesar Hank Rhon had a meeting.
The meeting went well.
Cesar told me that his father liked NeuroMANIA Cirque Style Production, which were entertaing
his guests at his birthday party. https://www.youtube.com/watch?v=MBjSvziMBro
Very famous in US and Latin America singer Bellinda was also performing at this party
https://www.youtube.com/watch?v=b7UCsoi4uII
As a result of quality production, we will be able to do marketing for timeshares using live
entertainment at the plazas, stadium and even casino.
Cesar is very excited that he will be President and CEO of Continental Live Entertainment Hotel
Casino Resorts.
https://www.google.com.mx/?gfe_rd=cr&ei=kdjLVLvmComS8Qej24EQ#q=cesar+hank+rhon
45
http://en.wikipedia.org/wiki/Carlos_Hank_Gonz%C3%A1lez
http://www.forbes.com/profile/carlos-hank-rhon/#
http://en.wikipedia.org/wiki/Jorge_Hank_Rhon
Cesar is 1 of the 19 kids in the family.
I think relationship with Hank family will bring good results.
http://www.descubretijuana.com/en/attractions/casinos/casino-racetrack-caliente
https://neuromama.com/index.php?action=search&query=tijuana+xolos+soccer+stadium&type=im
ag es
To jump-start sales and construction of Continental Hotel Casino Resort we brought on board Mr.
Rinaldo Mercuri, who will immediately launch sales of Memberships of Continental Vacation Club:
https://do.linkedin.com/pub/rinaldo-mercuri/40/850/81a
51 to 60% of Issued and outstanding shares of Continental Live Entertainment (former Eurasia) Hotel
Casino
Resort, Ltd. will be owned by NeuroMama, Ltd. (OTC: NERO)
This 60% common shares will be booked on NeuroMama, Ltd. balance sheet as an asset, and when
Continental will go public - marketable securities.
With over 51% ownership the revenues of Continental Hotel Casino Resort will also be booked as
revenues on NeuroMama, Ltd. (OTC: NERO) balance sheet.
Rinaldo Mercuri has recently arrived from the Dominican Republic. One of the 5 languages Rinaldo is
fluent in is Spanish.
He also has a lot of contacts in timeshare business in Baja California and Mexico. Rinaldo used to be
Director of Baja Vacation Club.
Rinaldo is the Director of sales of Memberships in the Continental Vacation Club.
As you see Rinaldo's Linkedin he is an expert in pre-construction sales, and is ready to proceed.
Sales of Memberships in the Continental Vacation Club is very important to the development of
Continental Hotel Casino Resort program.
In addition to the financing received from sales, the Members of the Continental Vacation Club will be loyal
travelers to Continental Hotel CasinorResort, and will be vacationing there year after year.
24/7 Live Entertainment and specifically Cirque De Soleil type Cirque Style Production will be one of the
elements of Continental Hotel Casino Resort in Baja California.
46
NeuroMANIA Cirque Style Production Dinner Shows will be available EXCLUSIVELY for potential
timeshare buyers.
After each timeshare sales presentations, the dinner show with full cast of NeuroMANIA Cirque Style
Production will be available to potential buyers of Memberships into Continental Vacation Club. This
sales presentations will take place few times per week in our office building in Rosarito - the former
convention center.
ICBC has done a lot of promotion for our NeuroMANIA Cirque Style Production
https://www.google.com.mx/?gfe_rd=cr&ei=kdjLVLvmComS8Qej24EQ#q=neuromania+tijuana
Therefore, NeuroMANIA Cirque Style Production is popular in Baja California, and has a lot of great
reviews.
NeuroMama, Ltd. and ICBC - Institute of Culture of Baja California has announced partnership
http://www.pr.com/press-release/572060
http://investor.neuromama.com/neuromama-and-icbc-joint-projects.html
Regular NeuroMANIA Cirque Style Production will also be scheduled to run ONLY 2 times at the end of
March in the Zaragoza theater with ticket price ranging from $100.00 to $300.00.
High ticket price and only 2 shows available to the public, this dinner show will be great incentive for
potential buyers of Memberships of Continental Vacation Club.
We will use NeuroMANIA Cirque Style Production EXCLUSIVELY to sell memberships in Continental
Vacation Club in Continental Hotel Casino Resort.
The NeuroMANIA Dinner Show, high price tickets to Zaragoza Theater, and basic Neuromama, Ltd.
Online
Advertising Program will be used as incentives to attract potential buyers of Memberships into our
Continental
Vacation
Club:
http://investor.neuromama.com/neuromama-internet-advertisingsolutions.html
When Rinaldo Mercuri was the Director of sales in Baja Vacation Club, he had very high 1 to 4 ratio of
sales to potential buyers of Memberships to Baja Vacation Club.
Almost 100% of these buyers were Mexicans and Mexican Americans.
The standard ratio of sales in the timeshare industry is 1 to 11.
Rinaldo ratio of sales to prospects has been almost 3 times better then the timeshare industry average.
To jump-start sales and construction of Continental Hotel Casino Resort, 51 to 60% of which will be
owned by NeuroMama, Ltd.
Continental Hotel Casino Resort, Ltd. will be a publicly trading company. 51 to 60% of Issued and
outstanding shares will be booked on NeuroMama, Ltd. balance sheet as marketable securities.
Revenues of Continental will be booked as revenues NeuroMama, Ltd. balance sheet.
47
We IMAGINE that the 1st. Phase, will be a home to three Hotel Casinos with the names as:
EUROPE - build in the style of Winter Palace in St. Petersburg, Russia, ASIA - build in the style of
Babylon Gardens, and AMRRICAS - build with elements of Maya and Aztec architecture.
We IMAGINE that channels will be used for water taxis, ferries, gondolas ... and ... cirque style
productions taking place on the property in channels and man-made lake.
We IMAGINE that channels will go though hotel casinos, and combine beauty and serve
transportation needs in the resort.
We BELIEVE that water, landscaping, gambling, live and adult entertainment will be a cornerstone
to the project success.
We are CERTAIN that the EXPIRIENCE, IMAGINATION and our TOTAL CONFIDANCE in our experts
will result in the best resort in the world, which will be visited over and over by all types of tourists.
Marketing strategies consisting of Film and Music Festivals, sporting and other competition
events, University of Travel and Leisure, use of gambling chips, which will create great perceived
value for tourists will be cornerstone to projects success.
Please note that location of the resort will have its own Mexican port and border patrol, which can
be very helpful to accommodate logistics for exhibitors of convention center as well as leisure
tourists.
The airport and local border patrol will also be very helpful to accommodate logistics for exhibitors
of convention center as well as leisure tourists.
The goal is to duplicate successful formula of Las Vegas and combine with elements of tourism that
Las Vegas can't offer.
The goal is to offer much more than Las Vegas offers for much less, providing saving to American
families and unforgettable vacation.
The goal is to offer much more than Las Vegas offers for Exhibitors of conventions for much less,
providing saving to businesses and unforgettable vacation for corporate executives and
conventioneers.
The goal is to acquire and designate large portion of acquired land as additional natural preserve to
an existing natural preserve by UNESCO.
The goal of implementing very flexible pre-construction timeshare - membership sales in addition
to providing some funding will guarantee initial and continuous traffic of tourist year after year
consisting of local and Mexicans living in US.
48
Attached is the layout of the 1,354 hectares of property. It has almost 2.5 kilometers of the Pacific
oceanfront.
This property is designated for the 1st. phase of Continental Hotels and Casino Resorts.
The total property is 310,000 hectares of land with 42 kilometers of the oceanfront when the rest
of the land is acquired.
The 1st. phase should have:
(1) Landscaping emphasizing beauty of channels built for water-taxis, gondolas and ferries,
swimming pools, man-man lakes, fountains and waterfalls.
(2) Hotel Casinos with the names as: EUROPE - build in the style of Winter Palace in St. Petersburg,
Russia, ASIA - build in the style of Babylon Gardens, and AMRRICAS - build with elements of
Maya and Aztec architecture.
(3) In addition to the hotel rooms and suits, the timeshares or memberships to vacation club will
be sold, and the mix of units will be there to accommodate this membership program.
(4) Shopping center will contain stores native to Europe, Asia and Americas.
(5) The first in the world University of Travel and Leisure with curriculum that will create
professionals for resorts. The degree will be issued by a British University.
(6) The 1st. phase should have various competition venues.
(7) The 1st. phase should have a mix of theme and amusement parks and centers
(8) The 1st. phase should have convention center.
(9) The 1st. phase should have International Trade Center
(10) The 1st. phase should have 24/7 Live Entertainment in open areas.
(11) The 1st. phase should have venues for Live Entertainment.
(12) The 1st. phase should have substation for Black Star - Commercial Space Travel, which will also
serve as the landing strip for commercial and junkets flights.
Property is located in the middle of Baja California peninsula.
Property is located near natural preserve.
49
Property is located near lagoon, which is known as the world largest gathering for gray whales.
Property is located near Punta Santa Rosalillita Wall, which is world known surfing destination.
Property is located on the first step of Nautical Lauder, project designed by FONATUR (Mexican
department of tourism)
FONATUR has already started to build port, which is to be used for cruise ships, that will make the
stop after stopping in Ensenada and before Cabo San Lucas.
This year FONATUR budget includes funds to continue building port.
FONATUR has brought electricity.
FONATURE has build a road connecting Pacific Ocean and Sea of Cortez to move boats from coast
to coast by using tracks to haul boats. This road is a part of a Nautical Lauder or Escalerra Nautica
project.
There are large deposits of freshwater within 12 to 15 miles from the property - water come from
Sierra Mountains.
We envision that to obtain funding for the 1st. phase will be difficult, however, it will be obtained
from investors, timeshare buyers, and efforts due to investment relation services.
Low cost of Mexican labor, long term loans from CEMEX for building materials, conservative low rise
construction of the 1st. phase, the strategic location of the resort - which is justifying previous and
continuing efforts of Mexican government which is to support the resort, and close proximity to US
- 6 to 7 hours by car makes this project possible.
“If you can dream it, you can do it. Always remember that this whole thing was started with a dream
and a mouse.” ― Walt Disney
.
1. Santa Rosalillita is well known location for gray whale watching, surfing and natural
preserve.
2. Santa Rosalillita located in close proximity to US, and therefore economically feasible
project.
50
3. CONTINENTAL Live Entertainment Hotel Casino Mega Resort in Santa Rosalillita is
politically correct location.
4. Climate makes this resort for 12 month per year usable for vacations.
5. CONTINENTAL Live Entertainment Hotel Casino Mega Resort will have gaming.
6. Baja California is known for adult entertainment
7. Santa Rosalillita is the 1st. step of Nautica Lauder (Escallera) project of 22 marinas
promoted by FONATUR - Department of Tourism of Mexico
a. FONATUR already started to build a port in Santa Rosalillita for cruise-ships.
b. Port in Santa Rosalillita is designated for the cruises and tourism, and will be the next
stop after Ensenada and between Ensenada and Cabo
c. FONATUR allocated $80 million pesos for 2015 to further build port in Santa Rosalillita
d. Recently Carlos Slim and hotel developing company from Spain has been actively
accumulating property in the area for implementation of Nautica Lauder.
e. FONATUR will go out of their way to support, and accommodate development of
EURASIA Live Entertainment Hotel Casino Mega Resort for above mentioned reasons.
f. CONTINENTAL Live Entertainment Hotel Casino Mega Resort is politically and
economically correct and feasible project.
8. The 2 companies, which will be instrumental to the financial success of the project are
both Publicly Trading companies.
9. The emphasis of selling Fractional ownership and memberships in CONTINENTAL
Vacation Club, will guarantee steady number of visitors and tourists that will be coming
back year after year to stay in their units. Large property will make possible to isolate
different groups of people by income into different locations.
a. There will be memberships starting as low as $1,999.00 USD allowing members to stay
in Petite Sweets, which will bring large masses of members, visitors and tourists of
various ethnic backgrounds.
b. There will be memberships sold for as high as $1 million USD in large private villas, and
corporate villas.
10. CONTINENTAL Live Entertainment Hotel Casino Mega Resort will have airport for
commercial, junkets and private jets.
51
11. CONTINENTAL Live Entertainment Hotel Casino Mega Resort will have shopping
center with stores from around the world, not common to regular shopping center.....
emphasis will be made on unique stores and ethnic stores relative to the EURASIA
theme.
12. CONTINENTAL Live Entertainment Hotel Casino Mega Resort will have many, "WORLD
LARGEST",
"WORLD
FIRST",
"ALL
REPLICAS
SEVEN
WORLD'S
ANCIENT
WONDERS", "WORLD"S ONLY", which will make EURASIA Live Entertainment Hotel
Casino Mega Resort project as the DREAM OF PUBLIC RELATION TEAM.
13. Ownership of Casino and gaming operations provides currency - gaming chips, which
will be used to attract visitors and tourists, such as coming in on Junkets Flights.
a. WHAT ARE JUNKET FLIGHTS? Junket Flights are trips designed for people who are
at least 18 (18 is age allowed to gamble .... its 21 in US) years old and want to spend
some time in CONTINENTAL Live Entertainment Hotel Casino Mega Resort
b. HOW CAN THE PRICE BE SO LOW? Although there is no gambling requirement,
most people will spend some time in CONTINENTAL Live Entertainment Hotel Casino
Mega Resort Casinos. Customers who have their casino action 'RATED' will earn
Reward Credits good towards food, beverage, shows, and reduced rates on future
trips. 'RATED' players will also receive offers and promotions in the mail.
c. HOW DO I RECEIVE CASINO BONUSES? Those customers who use their
TOTAL REWARDS CARD when they play Table Games at ANY CONTINENTAL Live
Entertainment Hotel Casino Mega Resort Casinos allow the Casino to tally their average
bet & length of play. At the Slots the TOTAL REWARDS CARD can be inserted into ANY
CONTINENTAL Live Entertainment Hotel Casino Mega Resort's Casino slot and the play
will be automatically tracked. By using your TOTAL REWARDS CARD your action is
'RATED" and the result will be complimentary for visitors.
d. What is a CONTINENTAL Live Entertainment Hotel Casino Mega Resort Casino
Junket? The CONTINENTAL Live Entertainment Hotel Casino Mega Resort Junkets
are
CONTINENTAL Live Entertainment Hotel Casino Mega Resort sponsored Gambling
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Trips. Pricing for these trips is based on many factors. Typically the 'regular' tour price
most closely relates to the cost of running the trip. We will offer discounts to Rated
Casino Patrons, based on their rated play.
e. Some patrons qualify for 'comp' trips based on their CONTINENTAL Live
Entertainment Hotel Casino Mega Resort play; the CONTINENTAL Live
Entertainment Hotel Casino Mega Resort 'pays' their way. In general, their casino
accounts will be 'charged' for the true cost of the trip, not the regular or discounted
tour prices.
14. Another emphasis of the resort, will be all kind of individual and team competitions,
which will attract competitors, and people who like to watch competitions.
15. The following participants bring to the project sense of stability, and solidity .... which is
instrumental to attract investments and investors:
(a)
Andrew Grant and members of development team of Grant Leisure -
http://grantleisure.com - bring expertise in development of attractions and many other areas.
(b)
Eric Kuhne of Civic Arts - http://civicarts.com - bring expertise in design and
architecture
(c)
Potentially
Members
of
development
team
of
Tilke
Engineering
-
http://www.tilke.de/en/3_0/3_1/1_0.php?category=5 - bring technologically advanced
construction, Formula 1 races, and Formula 1 World - theme park.
(d)
Members
of
development
team
of
NeuroPalaceBuildings
-
http://www.neuropalacebuildings.com/ - bring Classic Architectural Ornamentation Elements of Palaces Buildings
(e)
Members of development team of Aces of Acts -http://acesofacts.com/ - bring 24/7
Live Entertainment
(f)
Members of development team of JT Kruer and Company - http://www.jtkruerco.com
- bring expertise pertaining to geology, large scale excavations, airport construction etc
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(g)
Potentially - Members of development teams of Intercontinental or Starwood Hotels
- bring world largest central reservation systems and hotel management.
(h)
Members
of
development
team
of
gaming
operations
of
Caliente
-
http://www.calientecasino.com.mx/index.php/sucursales - bring expertise in gaming
operations, and possibly more.
(i)
Potentially Members of development team of Triple Five - bring expertise in shopping
center management, operations and bring tenants http://triplefive.com/en/pages/home
(k) Members of development team of BLACK STAR AEROSPACE COMPANY a BLACK STAR
GLOBAL GROUP's ORBITER WILL SETUP LANDING SUBSTATION for SubOrbital Space Travel
Commercial Launch 2020 - http://lgn1401454856.site-fusion.co.uk/
(l) Relationships with various Mexican Governmental Agencies, which NeuroMama, Ltd. has
established relationships, such as ICBC http://investor.neuromama.com/neuromama-and-icbc-joint-projects.html - bring additional
dimension on arts, culture, live entertainment and relationships with other Mexican
Governmental agencies.
First phase will have 3 (three) Hotel Casinos: Americas, Europe and Asia.
For long term, which is a 20 year plan ... see PROJECT OVERVIEW information bellow.
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PROJECT OVERVIEW:
Undetermined number of Hotel and Casinos in CONTINENTAL Live Entertainment
Hotel Casino Mega Resorts and THE WORLDS.
Each will be themed and designed with a specific country in mind. Each visitor will feel like they
are visiting another country with authentic décor, ethnic restaurants native to the country, as
well as staff that will be fully knowledgeable about the country and many will speak the native
language of the country. Each property will have a variety of amenities – including:
Convention Space, Night Clubs, Pools, Spa’s, Entertainment Centers, Restaurants, Bars,
Condominiums for purchase or rent and more. VIP’s will be able to stay in Private Villa’s at
many of the properties. Each property will be different in design, size and amenities – but
will get a “passport” that will allow them access to any of the facilities within the complex.
Hotels will have live TV access to programs from their home country, as we will have content
available via NeuroMama.com’s Streaming Platform and Content Distribution Network.
Some hotels will be branded through recognized hotel companies, and casinos will be run
through partnerships with established gaming companies.
AMERICAS Dream Mall
3 million square feet will be bookmarked for this innovative structure. Not only will this
space include shopping, 350,000 square feet of open area for live entertainment currently
planned for the theme of animated characters licensed from DreamWorks that will be the
heroes of the 24/7 Cirque Style productions provided through Aces of Acts. This unique
structure will also have space for up to 500 additional retail stores as well as space for
nightclubs, bars and restaurants.
Baja California Dream Airport
•
We will build the airport project, which will service both CONTINENTAL Live Entertainment
Hotel Casino Mega Resorts and THE WORLDS. This airport will service as overflow for Laredo
International Airport. This airport will feature a private jet facility as well as the capability
to take Freight and other commercial flights.
•
The airport will be financed and built by Mexican Government, or by Amnistya in exchange
for tax credits to be negotiated, an expeditious approval process for construction of the
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"Baja California Dream Airport, CONTINENTAL Hotel Casino Resorts, Formula 1 Race Track,
Sports
Venues, Convention Centers, as well as the approval of "Special Tax Zone" limited to the
490,000 hectares of land, which is specifically acquired by NeuroMama, Ltd. for this project,
where 2.5% additional tax will be collected on all the sales within this territory.
•
Three of the proposed by Amnistya construction and engineering firms, such as J.T. Kruer
and Co., Carso Construction, and Tilke Engineering will be in charge of all aspects of the
design, development and implementations on the subject property and the airport
Additional retail space in Boutique Hotel Casinos.
•
7 million square feet of additional retail space will be available for rent in 78 Themed Hotel
Casinos. The total space available for lease will be over 15 million square feet. These space
will accommodate visitors and guests with restaurants and cafes with ethnic food common
the Hotel Casino theme, gift shops selling products from these countries. Each Hotel Casino
will have 50,000 square feet of open area for live entertainment currently planned for the
theme of the 24/7 Cirque Style production featuring that particular country, which the
Hotel Casino is featuring. The Cirque productions will be provided through Aces of Acts. This
unique Hotel Casinos will also have space for up to 50 additional retail stores as well as
space for nightclub, one or two smaller theaters for cabaret and variety shows.
CONTINENTAL's ALEXANDRIA Dream Mall
This 15 million square foot mall. This 4-story mall will include space for thousands of,
restaurants, café’s, etc. Mall’s attractions will include Sea World, a 22-screen movie theater.
Not only will this space include shopping, but will be the host structure to Baja California TV
Studios and Cultural Center (Listed below), as well as the Theme Park (also listed below),
350,000 square feet of open area for live entertainment (currently planned are chariot races
and Cirque Style productions provided through Aces of Acts). This mall will clearly be a new
destination for the Baja California market, much like the Mall of America does for
Minneapolis.
The Coliseum Event Center
Classically designed with modern enhancements. This state of the art center will have a
capacity of 20,000 spectators. Targeting large events and professional sports teams – this
arena will be a functional, yet architecturally beautiful achievement. It will also be functional
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enough to handle a variety of different types of events such as Hockey, Basketball, Boxing,
Concerts, Shows, Robot Combat and more.
Baja California TV Studios and Cultural Center
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Located in the CONTINENTAL Dream Mall, Baja California TV Studios and Cultural Center will
be a state of the art facility built and managed via a joint venture with Pacifica Ventures or
another company in conjunction with a major studio to be determined. The studio will
produce a variety of shows, movies and events. Live studio audiences will utilized to draw
more visitors to the property and shrewd strategies with regards to product placement and
utilizing public areas within the CONTINENTAL complex will draw incredible interest. Where
else could you be cast as an extra in a TV show or a major motion picture– just by going to
the mall or visiting another area of the complex? Conventions and Sporting groups can take
advantage of the professional grade services on site to create an unforgettable event.
DreamWorks Amusement Theme Park
Located in the CONTINENTAL Dream Mall, this amusement park will be one of a kind. Using
licensed DreamWorks animation characters from movies like Shrek, How to Train Your
Dragon, Kung Fu Panda, Puss and Boots and Madagascar – this park will take storytelling and
technology to a whole new level. The park will also have over 50 rides - including 10 thrilling
rollercoasters, major Cirque Style production shows, an indoor water park, an aquarium, a
branded Warwick Castle (UK’s most popular castle attraction), and much more.
CONTINENTAL Motor Speedway and Racing Centre
The facility will accommodate a variety of different tracks for different styles of racing. Formula
1 will be the primary focus, as the viewership and popularity of this brand around the world
is unequaled by any other major sport. A variety of other types of races will include: Indy
Car, Champ Car, Le Mans Series, Formula BMW, Rally Cross, Touring Car, Road Racing,
Motorcycle Track Racing, Motocross, and a host of other events. EURASIA will become the
Mecca of motorsports.
The Sports Pavilion – featuring the Olympic Hall of Fame
The sports pavilion will play host to a variety of different venues for all types of sports
competitions. This venue will be home to the Olympic Hall of Fame and will provide a facility
for many of the historical Olympic sports. The venue will host events from Professional Events
that can be televised with the expertise of our production staff and distribution channels. The
pavilion will also be available for amateur levels for competitors and spectators of all ages.
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The Seven Wonders of the Ancient World
To get the full CONTINENTAL experience, our guests will have the ability to view the Seven
Wonders of the Ancient world without having to leave the complex. Replicas of some of
the most amazing architectural achievements will be available for our guests to visit and
tour. The Great Pyramid of Giza, The Hanging Gardens of Babylon, The Statue of Zeus at
Olympia, The Temple Artemus at Ephesus, The Mausoleum at Halicarnassus, The Colossus
of Rhodes, and The Lighthouse of Alexandria will be reconstructed as closely as they were
remembered.
CONTINENTAL Performing Arts Theaters
Bringing culture and class to the Entertainment Capital – the CONTINENTAL Performing Arts
Centers will be home to world-class musicals, shows, operas, ballet, circus, and more. This
multi-functional theatre will provide another source of entertainment for our guests
throughout the year.
The World’s Largest Ferris Wheel
•
This 800 foot high Ferris wheel will be the world’s tallest attraction. Views from the Ferris
Wheel will be allow breathtaking views of Baja California, as well as the CONTINENTAL
complex.
Multitude of other facilities and CONTINENTAL better Ideas and WORLDS:
Without going into detail, the following are a list of other projects that will be incorporated in the
CONTINENTAL facilities:
•
•
•
•
•
•
•
•
•
•
University of travel and Leisure
Technology Pavilion
Food Pavilion
Music, Art and Entertainment Pavilion
Film Festivals World
International Pavilions and Competitions
Museums
Movie Theater / Complex
PLANET X – Extreme Sport Park
Ice Skating Rink
59
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Bowling Alleys
Polo Field
Madame Tussaud’s waxwork exhibitions
CONTINENTAL Tower – 200m tall tower
Palace of Little Angels – Education Facility
Universal or Paramount or Warner Brother or DreamWorld Studios.
FORMULA 1 WORLD
NASCAR WORLD
BAJA 1000 RACING WORLD
Wild Animal and Cirios Valley World
Heavy ION Fusion, Discovery and Inventions World
Ocean and Sea World
The Triples Down Golfing Complex
Championship Golf Courses
Whale Sighting World
Fisherman and Agriculture World
Baja California Fun World
Artists World
Beach World
Safari World
World of Gardens, Fountains and Waterfalls.
Private Jet, Yachts and Jet-Seters World
The World of Majestic Castles
Playing Fields of EURASIA and AMERICAS
The World of Fashion, Beauty and Elegance
Adult Worlds of EURASIA and AMERICAS
Children World of Shopping
International Competition "Miss Universe"
BLACK STAR AEROSPACE COMPANY a BLACK STAR GLOBAL GROUP's ORBITER WILL
SETUP LANDING SUBSTATION IN CONTINENTAL Live Entertainment Hotel Casino Mega
Resort And The WORLDS for SubOrbital Space Travel Commercial Launch 2020!!!
CONTINENTAL will contract development of Heavy Ion Fusion, which will be used as a source of
synthetic fuel, renewable electric power, and drinking water for 10,000,000 of Baja California and
CONTINENTAL’s energy and water needs. All buildings and attractions will be developed and
implemented as Green Buildings. Considerations for the environment and water conservation will
be at the utmost importance, as we aim to be leaders in the environmental causes as well.
60
The CONTINENTAL project will change the face of Baja California. Baja California has always been
the most important attraction of 33 million tourists visiting San Diego every year. CONTINENTAL
Live Entertainment Hotel Casino Mega Resorts and THE WORLDS ...s on the cutting edge –
creating newest, more technologically advanced and exciting destinations for visitors to see.
Designed by Amnistya aided by Grant Leisure and Tilke Engineering Master Plans and graded by
J.T. Kruer and Company, CONTINENTAL will take Baja California to the next level. Visitor volume
to Baja California has been stagnant for the last 7 years – tourists need to have something new to
see to move the needle. CONTINENTAL Live Entertainment Hotel Casino Mega Resorts and THE
WORLDS ... is the future, and will not only produce an enormous increase in taxable revenues to
the state, but also will bring more international visitors because of our exposure in those markets.
Only 16% of Baja California visitors come from foreign counties. Our clientele, or expertise, our
design is geared to market to international visitors. The CONTINENTAL Live Entertainment Hotel
Casino Mega Resorts is the future and is destined to change how the world thinks about Baja
California Peninsula
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Macau ranks No. 1 in economic performance among world cities.
http://ipad.aol.com/article/2015/01/22/macau-ranks-no-1-in-economic-performanceamongworld-cities/21133363/
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64
Agreement To Provide Services And to Receive Compensation.
June 15, 2013
Provider of Service: Amnistya Children's Foundation (ACF), and Baja California
Management Sociedad Anonima De Capital, or its nominee and/or assignee (hereinafter
“Provider of Service”)
Receiver of Service
Neuromama, Ltd. or its nominee or assignee (“Receiver of Service”).
Services: Provider of Service shall provide Receiver of Service with various services
such as: Advisory, General Design, Marketing Strategy, Locating and Negotiating the
sale of Receiver of Service, and is incorporated by reference.
.
Total Cost of the Services: UP TO TWO BILLION AND ONE HUNDRED MILLION
SHARES (2,100,000,000) payable as follows:
Terms:
1. Agreement To Provide Services And to Receive Compensation: Commencing on June
15, 2013 and continuing until all or one of the 3 (three) described bellow services are
provided, or until one or both parties has terminated this Agreement.
2. Service #1: Upon Provider of Service delivering to Receiver of Service 51 to 60% of a
company, which owns the land and COMPLETED improvement not limited to fully
operational 3 (three) hotel casinos not limited to a minimum of 700 rooms each, and
65
a gaming floor with no less than 140,000 sq. ft., and a minimum of 1,500 various size
timeshare units with at least 50% sold: The payment shall be 700,000,000 Investment
Common Shares of Neuromama, Ltd. Issued Under SEC Rule 144 Exemption of
Registration.
3. Additional Option for Service #1: If upon or thereafter the delivery of fully operational
3 (three) hotel casinos: The Provider of Service will provide any additional fully
operational or fully funded for development Hotel Casinos, than the Receiver of
Service shall also deliver and transfer to the Provider of Service 100,000,00 additional
Investment
Common Shares of Neuromama, Ltd. Issued Under SEC Rule 144 Exemption of
Registration for each of the additional over and above three hotel casinos. Any
additional hotel casinos has to comply with the same minimum requirements as the
first three.
4. Service #2: Upon Provider of Service providing required by ready, willing and able
purchaser of all Issued and Outstanding shares of Neuromama, Ltd. at no less than
25% premium to the trading price of the Neuromama, Ltd. common stock for an
average price of the 10 day period, then the Receiver of Service shall also deliver and
transfer to the Provider of Service 700,000,000 Investment Common Shares of
Neuromama, Ltd. Issued Under SEC Rule 144 Exemption of Registration. In addition
to the price of no less than 25% premium to the trading price of the Neuromama, Ltd.
common stock for an average price of the10 day period, the Provider of Service shall
also deliver the purchase price that includes the shares issued to Provider of Service
for this Service #1,except if Provider of Service is ready willing and able to receive
less for its shares.
5. Additional Option for Service #2: If upon the delivery of ready, willing and able
purchaser of all Issued and Outstanding shares of Neuromama, Ltd. the ready willing
and able buyer has agreed to pay additional price over and above 25% premium to
the trading price of the Neuromama, Ltd. common stock for an average price of the
10 day period , then for every additional 25% premium to the trading price of the
Neuromama, Ltd. common stock for an average price of the10 day period, then the
Receiver of Service shall also deliver and transfer to the Provider of Service additional
100,000,000
Investment Common Shares of Neuromama, Ltd. Issued Under SEC Rule 144
Exemption of Registration the Provider of Service for each 25% premium. The
delivered purchase price shall also includes the shares issued to Provider of Service
for this Service #2,except if Provider of Service is ready, willing and able to receive
less for its shares.
66
6. Service #3: Upon Provider of Service providing to Receiver of Service an executed
Agreement to Enter Into Two Licenses Between Fusion Power Corporation, Inc. (FPC)
and Neuromama, Ltd., and 51 to 60% interest in the company, which has negotiates
for at least 50% or $20 Billion U.S. Dollars of funding as loans or grants committed by
Mexican or any other government, required to build one Heavy Ion Fusion Plant: The
payment shall be 700,000,000 Investment Common Shares of Neuromama, Ltd.
Issued Under SEC Rule 144 Exemption of Registration.
7. Additional Option for Service #3: If upon or thereafter the delivery of Service #3, the
Provider of Service providing to Receiver of Service an executed Agreement between
any third party and Neuromama, Ltd. or its nominee and/or assignee to Enter Into
License Between Fusion Power Corporation, Inc. (FPC) and third party, which is
ready, willing, able and has the funding to build one or more Heavy Ion Fusion Plant/s
where Neuromama, Ltd. will have at least 10% interest, then the Receiver of Service
shall also deliver and transfer to the Provider of Service additional 100,000,000
Investment
Common Shares of Neuromama, Ltd. Issued Under SEC Rule 144 Exemption of
Registration the Provider of Service for each additional Heavy Ion Fusion Plant over
and above one plant described in Service #3.
8. Other Payment Responsibilities: The Receiver of Service shall be responsible to pay
other charges relating to this Agreement To Provide Services And to Receive
Compensation, not limited to various costs, consulting and management fees and any
taxes including but limited to sales/use, property tax and any foreign taxes.
9. Status of Service and/or Additional Option for Service #1, #2 and #3 at Delivery: The
Receiver of Service shall maintain and provide Neuromama, Ltd. according and not
limited to compliance with all SEC requirements for filings and disclosures, among
which is upgrading Neuromama, Ltd. stock for trading on NASDAQ and similar high
profile stock exchanges.
10. Limitation on Provider of Service: Unless otherwise approved by the Receiver of
Service, the Provider of Service shall not commit to any agreements with Payment
Responsibilities, which will become regulatory or financial responsibility to the
Receiver of Service, not limited to listing Neuromama, Ltd. on any foreign stock
exchanges, charges relating to this Agreement To Provide Services And to Receive
Compensation, not limited to various costs, consulting and management fees and
any taxes including but limited to sales/use, property tax and any foreign taxes.
67
11. Provider of Service Compliance: The Provider of Service executive, Vladislav Zubkis,
the Chairman of Amnistya Children's Foundation, and Administrador Unico y
Representate
Legal De La Sociedad Mercantil De Nominada Baja California Management Sociedad
Anonima De Capital shall be required to perform in full compliance of an SEC ORDER
IMPOSING REMEDIAL SANCTIONS. The Provider of Service shall be required to
provide an IMPORTANT DISCLOSURE, which should have an information that
Vladislav Zubkis and Steven Schwartzbard is the same person, and the following
IMPORTANT DISCLOSURE: At the end of Vladislav and SEC lawsuit, the following
was entered in SEC ORDER IMPOSING REMEDIAL SANCTIONS:
http://www.sec.gov/litigation/opinions/34-52876.pdf against Vladislav:
ORDER IMPOSING REMEDIAL SANCTIONS
On the basis of the Commission's Opinion issued this day, it is ORDERED that Vladislav
Steven Zubkis be barred from association with any broker or dealer; and it is further
ORDERED that Vladislav Steven Zubkis be barred from participating in any offering of
penny stock, including acting as a promoter, finder, consultant, or other person who
engages in activities with a broker, dealer, or issuer for purposes of the issuance or trading
in any penny stock, or inducing or attempting to induce the purchase or sale of any penny
stock.
Although, this agreement is between Amnistya Children's Foundation (ACF)/Baja California
Management Sociedad Anonima De Capital and Neuromama, Ltd. it may indirectly
reward Vladislav with stock in Neuromama, Ltd., therefore, this Agreement prohibits
Vladislav to do anything that would violate above-mentioned SEC Order while performing
his duties as the General Design and Marketing Strategist for NeuroMama, Ltd. on behalf
of Amnistya
Children's Foundation (ACF), and Baja California Management Sociedad Anonima De
Capital.
Vladislav is NOT an Officer and Director of Neuromama, Ltd.
Documentation:This transaction shall commence as an Agreement To Provide Services
And to Receive Compensation with a mandatory obligation for Provider of Service to provide
any and all documents not limited to SEC ORDER IMPOSING REMEDIAL SANCTIONS,
68
which may or may not contains information precluding Provider of Service to provide an
agreed upon various services such as: Advisory, General Design, Marketing Strategy,
Locating and Negotiating the sale of Receiver of Service, and are incorporated by reference
in this Agreement To Provide Services And to Receive Compensation.
Contingency: This agreement is contingent upon Receiver of Service approving the
Provider of Service eligibility to provide Service #1, #2, and #3 Service.
Delivery of Neuromama, Ltd. shares of common stock:
At the completion of anyone of the Service #1, #2, #3, or anyone of the Additional Option
for
Service #1, #2 and/or #3 the delivery of the subject Investment Common Shares of
Neuromama, Ltd. Issued Under SEC Rule 144 Exemption of Registration shall be issued to
Amnistya Children's Foundation (ACF), and Baja California Management Sociedad Anonima
De Capital, or its nominee and/or assignee, or its nominee and/or assignee.
Transfer of Title of shares of common stock: After the delivery of the subject Investment
Common Shares of Neuromama, Ltd. Issued Under SEC Rule 144 Exemption of
Registration, and if the subject shares has been issued to Vladislav Zubkis, his nominee
and/or assignee, then Vladislav Zubkis is obligated to provide all legal disclosures
pertaining to this stock issuance and/or assignment.
No Warranty of Condition: Provider of Service agrees to take the subject PROJECT on
“AS IS” basis and ‘WHERE IS” without warranties express or implied except as otherwise
stated herein.
THIS OFFER IS NULL AND VOID IF THE RECEIVER OF SERVICE FAILS TO EXECUTE
THIS DOCUMENT AND RETURN A COPY TO VLADISLAV ZUBKIS ON OR BEFORE
5:00 PM (PST) ON JUNE 16, 2013
69
AGREED:
RECIEVER OF SERVICE: NEUROMAMA, LTD.
JUNE 16, 2013
______________________________________
__________________
IGOR WESELOVSKY:
DATED
President and CEO
PROVIDER OF SERVICE: AMNISTYA CHILDREN FOUNDATION aka BAJA
CALIFORNIA MANAGEMENT S.A. DE C.V.
JUNE 16, 2013
______________________________________________
BY VLADISLAV ZUBKIS aka STEVEN SCHWARTZBARD:
_____________
DATED
Chairman of Amnistya Children's Foundation, and Administrador Unico y Representate
Legal De La Sociedad Mercantil De Nominada Baja California Management Sociedad
Anonima De
Capital.
IMPORTANT DISCLOSURE:
70
At the end of Vladislav and SEC lawsuit, the following was entered
in
SEC ORDER IMPOSING REMEDIAL SANCTIONS
http://www.sec.gov/litigation/opinions/34-52876.pdf against Vladislav:
ORDER IMPOSING REMEDIAL SANCTIONS
On the basis of the Commission's Opinion issued this day, it is
ORDERED that Vladislav Steven Zubkis be barred from
association with any broker or dealer; and it is further ORDERED
that Vladislav Steven Zubkis be barred from participating in any
offering of penny stock, including acting as a promoter, finder,
consultant, or other person who engages in activities with a
broker, dealer, or issuer for purposes of the issuance or trading in
any penny stock, or inducing or attempting to induce the purchase
or sale of any penny stock.
The agreement between Vladislav and Neuromama, Ltd. will reward
Vladislav with stock in Neuromama, Ltd. based on his performance,
however, the Agreement prohibits Vladislav to do anything that
would violate above-mentioned SEC Order while performing his
duties as the General Design and Marketing Strategist for
NeuroMama, Ltd.
Vladislav is NOT an Officer and Director of Neuromama, Ltd.
71