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1 Business Plan 2009 This document is subject to a Confidentiality Agreement signed by the recipient. Review of this document by any party who has not signed a Confidentiality Agreement will be deemed an acceptance of the terms of the standard Confidentiality Agreement signed by other parties who have received this document. © Fortuna del Mar Investment Corporation Proprietary and Confidential All Rights Reserved Villas del Mar Club Resort Bocas del Toro, Panama Villas del Mar Club Resort Villas del Mar Club RresResort

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Business Plan 2009

This document is subject to a Confidentiality Agreement signed by the recipient. Review of this document by any party who has not signed a Confidentiality Agreement will be deemed an acceptance of the terms of the

standard Confidentiality Agreement signed by other parties who have received this document.

© Fortuna del Mar Investment Corporation Proprietary and Confidential

All Rights Reserved

Villas del Mar Club Resort Bocas del Toro, Panama

Villas del Mar Club Resort Villas del Mar Club RresResort

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Table of Contents

INTRODUCTION .............................................................................................................................. 3

CLUB RESORT OVERVIEW .............................. ............................................................................. 4

Land .......................................................................................................................................... 4 Topography ............................................................................................................................... 4 Landscaping .............................................................................................................................. 4 Location ..................................................................................................................................... 4 Our Plan .................................................................................................................................... 4 Community & Amenities ............................................................................................................ 4

LOCATION .......................................... ............................................................................................. 5

Why Panama? ........................................................................................................................... 5 Why Bocas del Toro? ................................................................................................................ 6 Activities at Villas del Mar Club Resort? ................................................................................... 7

BUSINESS MODEL ................................... ..................................................................................... 8

Why Ecotourism ........................................................................................................................ 8 Why Boutique Resort? .............................................................................................................. 8 How are Boutique Resort different from branded hotel chains? ............................................... 8

INDUSTRY ANALYSIS ................................ ................................................................................... 9

MARKET ANALYSIS ................................... .................................................................................. 11

COMPETETIVE LANDSCAPE ............................. ......................................................................... 12

IPAT LIST ......................................... .............................................................................................. 13

MARKETING AND SALES PLAN .......................... ....................................................................... 14

MANAGEMENT TEAM .................................. ............................................................................... 15

SOURCES OF REVENUE INTRODUCTION ................................................................................ 17

Sale of Units ............................................................................................................................ 18 Sale of Unit Comparison ......................................................................................................... 24 Resort Room Rental ................................................................................................................ 26 Management Fee(40%) .......................................................................................................... 28 2 Restaurants .......................................................................................................................... 29 Bar ........................................................................................................................................... 36 Marina ..................................................................................................................................... 37 Spa .......................................................................................................................................... 38 Taxi Boat ................................................................................................................................. 39 Day Pass for Non-Guest ......................................................................................................... 40

TOTAL INCOME ..................................... ...................................................................................... 41

TIMELINE FOR CAPITAL INVESTMENT ................... .................................................................. 42

DISCLAIMER ........................................ ......................................................................................... 43

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Introduction The Club Resort is comprised of fifty individually-owned villas, cabanas and bungalows operating as a full-service resort, providing luxurious, world-class accommodations and amenities to travelers of all incomes and budgets. Each unit has a private terrace, unique setting and commanding views of the ocean, with spectacular sunsets every evening. Located on Solarte Island, in the pristine and tropical archipelago of Bocas del Toro, Panama, The Club Resort offers the high-class service, adventurous activities and luxurious amenities one would expect from a full-service resort. Savvy investors will delight in the opportunity to earn a healthy return on their investment by owning a share of The Club Resort. Our idea is to unite The Club Resort’s accommodations with discerning travelers who appreciate upscale facilities, high-class service and environmentally sustainable features. The Club Resort embodies the spiritual and natural environment of the islands in its interior design and architecture combining dark woods with neutral colors and natural materials. We take pride in our ability to connect nature’s serenity with Western modernity – it is important that our guests experience true island nature and culture, without sacrificing the comforts of home. The Club Resort takes advantage of the rolling hills, tranquil waters and rich mangroves that encompass the property. By carefully selecting where to place the individual villas, cabanas and bungalows, the resort maintains the natural authenticity of the islands and maximizes the privacy of every guest. The Club Resort sets itself apart from the competition by offering guests a unique setting, which includes a “Venetian-style” canal winding throughout the property delivering guests within feet of their private rooms, villas with a personal dock and boat, beachfront villas offering direct access to the sandy beach and crystal-clear water, jungle bungalows for true nature lovers, and villas exuding romance with a private outdoor pool and Jacuzzi. Other distinguishing features include a well-maintained 30-slip marina, a gourmet sushi restaurant – the first in Bocas, a swim-up pool bar during the day and lively entertainment bar at night, a causal restaurant for breakfast and lunch, water-based activities such as kayaking, windsurfing, Hobie Cat sailing, and snorkeling – no additional charge for guests staying at The Club Resort, and a sensual, private spa “Retreat Room” for guests who wish to be pampered with a relaxing massage while listening to the euphoric sounds of nature. The Club Resort will attract guests through a global marketing campaign, word-of-mouth travelers, “Day Pass” visitors, and from its sister resort, Villas del Mar. Villas del Mar is a luxury boutique resort comprised of six individual over-the-water villas located on a private cay adjacent to Solarte Island. Guests staying at Villas del Mar can use the full-resort amenities at The Club Resort for a small fee added to their daily rate, thus increasing revenue at both resorts. In addition, both resorts will benefit from the other’s effective marketing campaigns, which will focus on the unique accommodations and features found at each resort.

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Club Resort Overview

Land – The land consists of 40 acres, which includes 15 acres of titled property and 25 acres of right of possession property. It is long in shape with a north/south range, facing toward the Panamanian Atlantic coastline. Beautiful sunsets can be viewed from almost every point on the island. The resort will have approximately 6,000 linear feet of ocean front, with unique infinity pools and Jacuzzis extending over this land with amazing views of the ocean. The lower level of the resort will have ocean view areas with gazebos and approximately 200 linear feet of low-level clear blue ocean water, white sand and emerald green sea grass to enjoy. Water level reaches between three and four feet. Topography – The topography is comprised of four gently rolling hills of different elevations and spectacular ocean views. The rest of the island is covered by a tropical rainforest, rich in native flora and fauna. A swamp located within the 40 acres has the potential to be converted into a boat canal for travel throughout the resort; this canal is perfectly suited for our man-made beach. Landscaping – Over 40% of the land has already been cleared, open and is covered by grass. The land includes two magnificent bays with deep and quiet water ideal for the marina and is beautifully surrounded by natural mangroves. Over three acres contain teak trees standing over 20 feet tall. Location – The land is located on Solarte Island, facing west toward San Cristobal Island, only one mile from Bocas Town. Located only 300 feet from the shore is a vibrant coral reef, perfect for snorkeling and scuba diving. The land is located only four minutes away from Bocas Town by boat and less than a minute from the Villas del Mar Island Resort – which can also be reached by a connecting bridge or by a short swim through the warm, tranquil waters that rests between both islands. Our Plan Our plan is to build an eco-luxury boutique resort with six different floor plans consisting of fifty individual villas ,cabanas and bungalows offered to individual investors and operated as a resort community with all the amenities and features a full-service resort can offer. Community & Amenities

• Two infinity pools and Jacuzzis • Entertainment deck facing the ocean • Two romantic gazebos on the hill will 180 degree views and one gazebo over the water for guests to

enjoy marine life • Marina with 30 boat slips • Two restaurants: one casual restaurant open for breakfast and lunch and one upscale sushi

restaurant – a unique addition to Bocas del Toro • Modern gym with latest equipment • Two rooms for maintenance and utility storage • Venetian-style canal, 2500 linear feet in length, serving the resort and villas; a great conversion of the

swamp area. • Trails up to 6,000 linear feet, winding throughout the resort, jungle and island activities • Open bar located in the casual restaurant, serving the pool areas at night • Live entertainment throughout the property every night

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LOCATION

Why Panama?

10 Reasons to invest in Panama 1. World-class banking system – Panama is a financial center and is home to numerous international banks.

Its secure financial system will give you and your investment safety. 2. Tourism – The surrounding is beautiful, the activities are endless, the people are friendly and the

business opportunities are blooming. Tourism is rapidly increasing in Panama. 3. First world living – Panama has the highest per-capital income, the largest foreign investment and the

most highly developed economic infrastructure in Central America. 4. Affordable real estate AND LOW labor – Although real estate in Panama is booming, prices are still

comparably low. Not to mention that the Panamanian currency is the $US. 5. Safe – Panama and Bocas are exempt from hurricanes that often devastate other Central American

neighbors. Bocas is also safe for tourists, as the crime rates are exceedingly low. A special police force watches tourists and ensures their safety. Protection for inflation due to the US$ being the domestic currency

6. Accessibility – Panama is located in Central America and is easily accessible on direct flights from many major American cities, as well as European, and South American destinations.

7. Tourist friendly – Nearly all local people speak English. They are kind and helpful and appreciate travelers that contribute to the growing tourism industry.

8. Inexpensive Food and Labor 9. Excellent business opportunities with incentives - The Tourism Master Plan includes incentives to

encourage investment in Panama which include no income or capital gains taxes in specific cases. In addition, foreigners receive 10-50% discount on many products and services.

• Location: Central America, bordering Cost Rica • Capital (and largest city) – Panama City • Languages – Spanish (official), English • Ethnic Groups – 70% Mestizo, 30% other (Trend: Increasing western population) • Government – Constitutional Democracy • Total Area – 30,420 sq mi (78,000 sq km) • Population:

o 3,309,679 (July 2008 estimate) o Annual growth rate: 1.7%

• GDP – $34.81 billion (2007 estimate) o Per capita: $10,700 o GDP growth rate: 6.4%

• Currency – Balboa (PAB), US Dollar (USD) • Time Zone – EST (no daylight savings time) • Driving – on the right • Medical – Excellent health care services • Security – Low crime rate, no military • Travel Time (direct flights):

• Miami – Panama City approx. 3 hrs • Miami – San Jose, Costa Rica approx. 2 hrs • Houston – Panama City approx. 4 hrs • Houston – San Jose, Costa Rica approx. 3.5 hrs

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10. Top Retirement Destination – Because of its weather, affordability, high-standard of living, easy

accessibility, great health care system and availability of American-trained doctors, Panama has become one of the top retirement destinations in the world, fueling the domestic economy.

Why Bocas del Toro? 10 Reasons to visit Bocas del Toro 1. Weather – all-year round warm weather, at a yearly average of 27 centigrade/82 grades Fahrenheit and

no hurricanes 2. Beaches – Because Bocas has numerous long white sand beaches and crystal clear turquoise water,

many people describe this area as the perfect paradise. 3. Activities –Bocas offers countless activities for everyone. Scuba-diving, kayaking, parasailing, white water

rafting, horseback-riding, tropical fishing, hiking, bird watching, boat tours, snorkeling, turtle watching, restaurants, meditation, nightlife, cultural events and historical sights are only a few of the activities tourists can enjoy in Bocas.

4. Nature – Bocas del Toro is surrounded by a magnificent rainforest, it has numerous islands, miles of incredible beaches, and beautiful unspoiled coral reefs. Bocas is also home to more than 960 species of birds, 220 species of mammals, 240 species of reptiles, and 160 species of amphibians and over 10,000 species of vascular plants. It is also home to the red miniature tree frog, which can rarely be found anywhere else in the world.

5. Affordability – You can live the American lifestyle in Panama for one fourth of the price. Additionally, the currency in Panama is conveniently the $US.

6. Safe – Panama and Bocas are exempt from hurricanes that often devastate other Central American neighbors. Bocas is also safe for tourists, as the crime rates are remarkably low. A special police force watches tourists and ensures their safety.

7. Tourist friendly - Nearly all local people speak English. They are kind and helpful and appreciate travelers that contribute to the growing tourism.

8. Culture – In Bocas you will find two tribes of indigenous Indians. Visiting their villages will give you a taste of Panamanian culture and make your vacation unique.

9. Night life – Bocas also has a fun night life, including bars above the water, clubs, and restaurants. 10. Privacy – Since Bocas has only recently been discovered by high-income international tourists it is still

very private and much of the island chain remains pristine and untouched.

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The activities are great incentives for tourists to choose Villas del Mar resort. Apart from great vacation fun, activities will lead resort guests to be dynamic, exit their rooms and spend the day outdoors. This will increase their spending as they will eat out in the restaurants, buy snacks and merchandise. Since food is one of the greatest income earners at the resort, anything to make tourists dine at the restaurants will increase overall revenue.

Bocas del Toro, Panama

Activities Bocas del Toro, a year-round activities and recreation paradise.

Enjoy the warm temperatures of this tropical destination, the crystal clear waters of the Caribbean Sea and the myriad of land-based activities…

• Hike in the lush rainforest • Tour island wildlife by boat • Scuba Dive in warm, crystal clear water • Horseback ride in wild nature • Reach the sky while parasailing • Kayak in tranquil waters • Mountain trek in the lush landscape • Snorkel among the vibrant coral reefs and colorful fish • Meditate on the tranquil, private island • Surf in world-famous Bocas waters • Fish - where success is guaranteed • Enjoy sunbathing on white sandy beaches • Experience the biological diversity of the islands • Explore the diverse island nightlife (clubs, bars, entertainment) • Enjoy the variety of restaurants offering international cuisine • Discover the undiscovered Bocas • Visit the butterfly farm • Sail on a private catamaran • Visit the warm & friendly indigenous villages • Shop for crafts at the local markets • And much more….

***Enjoy the soft ocean breezes and tranquil vacation environment.***

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Business Model

Why Ecotourism? According to www.incomeresortinvestments.com, the resurgence of environmentalism is creating a new submarket of “ecotourism”. Because of the nature of these tours and the fragile environments in which they operate, this market is best addressed by smaller boutique resorts and service providers that can guarantee a quality recreational experience with minimal environmental impact. Lately new technologies have been developed for remote projects. They are easier and cheaper to supply eco-friendly utilities and the investor benefits from cost-savings, independence, and attractiveness for the tourists. Why a Boutique Resort? According to Lucienne Anhar, Consulting & Valuation Analyst at HVS International, representing www.hospitalitynet.org, the main characteristics and benefits of a boutique resort include: • Strong customer demand • The economics are favorable for operators, e.g. boutique owners do not have to pay a franchise fee to

become part of larger chain hotels • Boutique resorts can custom-replace costly amenities, such as ballrooms/meeting spaces • Boutique Resorts target high budget-travelers • Once established, boutique hotels tend to have a higher percentage of repeat business compared to the

industry in general, which reflects a smaller degree of volatility when going through difficult economic times (such as currently)

• The lodging industry is over-supplied with big monopolies of hotel brands, hotel guests want a new, different, private, unique vacation experience

• Travelers want to be “surprised”, they seek properties that are individual • Boutique hotels are fashionable and hip • The target market is the early 20s to mid-50s, with mid- to upper-income averages • Chic-ness and trendiness of location are crucial • Boutique resorts give their guests a chance to explore the local feel without sacrificing luxury How are boutique resorts different from branded hot el chains? • Boutique resorts are exotic, small, warm and intimate with unique architecture and design • Boutique hotels cater to the individual needs of the guest that is looking for a different experience; it is

crucial to its success to showcase a theme (e.g. introduce different themes in each room) • Personalized service: Each guest receives specialized attention from the hotel staff • Attract the art-lover through architecture, design, colors, lighting, art, and music • Convenience for the hotel guests (DVD Players, flat-screen TVs, cordless phones, and computers with

high-speed internet access and the latest monitor genres) • Hip restaurants, lounges, bars, exceptional theme, entertainment for everyone, visually spectacular

decorations • United traditional architecture with the comfort and luxury of modernism, without losing the personality of

the local community

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Industry Analysis GROWTH OF PANAMANIAN TOURISM INDUSTRY Population in Panama - The Panamanian population grew by 19.8% over the past decade and is expected to increase over the coming years. This is also due to an increase in immigrants from the Western world. Many among these are retirees. Panamanian Population (000's)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 20082,837 2,893 2,950 3,006 3,063 3,119 3,175 3,232 3,288 3,343 3,399

Tourist arrival by region - Panama’s tourism is successfully blooming and has seen a remarkable growth over the past decade. The number of tourists visiting this Central American country annually grew by 149%. Most international visitors in Panama come from the American continent, including USA, Canada and South America. The number of American tourists to Panama has seen a major increase of 145% in recent years. European tourists in Panama have also grown tremendously from 38,900 in 1998 to 119,200 in 2008, nearly three times as many. Also the number of Asian & Pacific tourists visiting Panama has almost doubled, at a growth rate of 125%. People coming from Europe grew by a remarkable 206% over the past decade. Tourists Arrivals by Region

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008Americas 473,800 496,500 536,200 659,700 706,100 787,800 885,100 943,500 1,071,300 1,122,500 1,161,800East Asia/Pacific 16,300 16,200 16,700 19,800 22,500 26,800 28,200 29,800 33,800 35,400 36,700Europe 38,900 42,300 47,100 57,500 71,400 82,400 90,700 96,800 109,900 115, 100 119,200

Total 529,000 555,000 600,000 737,000 800,000 897,000 1,00 4,000 1,070,000 1,215,000 1,273,000 1,317,600

Tourist arrival by method - Tourist arrival methods vary from air to road to sea transportation. Most tourist in 1998 arrived by air, which, 10 years later, has not changed. The number of tourists arriving by plane in Panama grew by 168% over the course of the past decade. The number of people arriving through the road grew by 140%. Tourists Arrivals by Method

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008Air 399,700 414,200 449,100 568,100 620,900 712,500 809,000 861,600 988,l00 1,035,300 1.071,600Car 68,700 78,500 86,200 102,900 110,800 113,200 120,700 133,800 151,900 159,100 164,700Sea 60,600 62,300 64,700 65,900 68,300 71,300 74,300 74,700 75,000 78,600 81,300Total 529,000 555,000 600,000 737,000 800,000 897,000 1,00 4,000 1,070,000 1,215,000 1,273,000 1,317,600

Hotel Occupancy Rates - While the tourism industry grew globally over the course of the past decade from 48.3% in 1998 to 51.7% in 2008, Panama saw a drastic increase in demand and growth on the tourism sector, occupying its hotel beds in 1998 by 49.5% to an almost 10% increase in 2008 to 59.3%. While

worldwide, tourism grew by about a little over 3%, Panama saw an increase of almost 10%

World Hotel Occupancy Rates (%) World Hotel Occupancy (%)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 200848.3 47.4 47.5 46.5 45.7 46.1 48.3 49.6 50.4 51.1 51.7

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Panama Hotel Occupancy Rates (%)

Panama Hotel Occupancy (%)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 200849.5 43.6 40.1 37.2 38 44.3 44.1 48.6 53.7 57.1 59.3

Tourism Receipts (in millions) Definition: Tourism receipts are defined as expenditure of international inbound visitors including their payments to national carriers for international transport. They should also include any other prepayments made for goods/services received in the destination country. They should in practice also include receipts from same-day visitors, except in cases when these are so important as to justify a separate classification. Tourism Receipts (Millions)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008494 538 458 477 513 585 651 780 960 1,060 1,126

Source: Global Market Information Database; Statistics conducted by the Euromonitor International, World Tourism Organization

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Market Analysis

TARGET MARKETS

The main characteristics of our guest (tourist) tar get market are: • Nature lovers • Environmentally conscious • Mid-high class • Educated • High demand for quality • Groups over two people • Family • Discerning travelers • Age: Mid 20s to mid 50s • Holiday travelers • Honeymooners • Professionals • Celebrities • Those looking for an intimate and private vacation experience The main characteristics of our buyer/investor targ et market are: • Age: Mid 30’s to early 60’s • Mid-High class Americans, Canadians, Europeans, Australians • Affluent Panamanians & South Americans • Early retirees • Looking for intimate/private get/away without sacrificing the possibility of a social life • Investors who know how to mix business with pleasure

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Competitive Landscape COMPETITION Direct Competitor: Punta Caracol – Over-the-water cabanas, half the size of Villas del Mar and priced 50% more Current resort/condo developments in Bocas del Toro :

• Red Frog Resort • Emerald Monkey • Sunset View Point

Key success factors: We tap the niches of several current trends, which will help set us apart from our competitors and lead to our success. These trends are: • Panama has gained tremendous popularity as a tourist destination and continued growth is expected • Bocas del Toro is trendy, a blooming tourism place, and yet still unspoiled • Boutique style resort - people want to go to places that meet their individual needs as well as their desire

for privacy and to experience a unique vacation without sacrificing a vivid social life • Ecotourism – tapping into the increasing environmental trend • Costs of land, labor, management and product is very low in Panama • Selling villas as an investment • Our experience with successful development projects • Our location near Bocas Town and boat passageway • Villas offer more features and amenities without costing more, earning a great return on investments • We are riding the wave of other developments in Bocas del Toro – benefiting from their marketing

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Competitor List of approved current & future developments in Bocas Del Toro (obtained by IPAT**) 2007 & 2008 Approved list of projects

PROJECT NAME NUMBER OF

ROOMS INVESTMENT EMPLOYEES

1. Apartahotel El encanto 50 1,200.000.00 15

2. Hospedaje Eclipse de Mar 6 180,000.00 7

3. Hotel el caracol de la Isla 45 2,2279,900.00 6

4. Hotel Bocas Dream 40 1,380,000.00 21

5. Cabañas Fortuna del Mar 6 100,000.00 12

6. Browns’s House Hosel 6 150,000.00 10

7. Hostal Yarisnory 3 120,000.00 6

8. Hotel Complejo Turístico Coral Sands

126 4,000,000.00 10

9. Hotel Encanto N°2 33 3,000,000.00 40

10. Cabañas Bastimento Wisards Eco Tours

20 293,000.00 5

11. Cabañas Solarte Caribbean Garden Resort

20 128,421,963.00 23

12. Hotel Emerald Cove 80 7,500,000.00 45

13. Aparthotel El Embarcadero 22 1,700,000.00 30

14. Cabañas Red Frog Beach Cub 63 19,900,000.00 72

15. Hotel Playa Tortuga 188 7,000,000.00 80

16. Residencial Don Chicho 16 356,000.00 4

17. Hotel Bocas Island 26 295,000.00 14

18. Cabañas Mar y Lago Resort 24 1,000,000.00 15

** PANAMANIAN INSTITUTE OF TOURISM, BOCAS DEL TORO REGION

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Marketing and Sales Plan MARKETING Online Exposure : website, emails, pay-per-click (PPC) advertising and search engine optimization (SEO) Brokers in Panama City and in Bocas will get non-exclusivity to sell units. If they sell they will receive a 5% commission. Public Relations (PR) – We will hire a PR specialist to generate interest and to get public releases about Villas del Mar due to the uniqueness and individuality of our resort. Print Media - We will emphasize the uniqueness of the project & location through articles in real estate magazines, investment, financial, travel, architecture, design & lifestyle magazines. Local airline newspapers – Advertising on local flights to Bocas, as well as international flights to Panama. Pay Taxi Drivers – advertise to their customers about Villas del Mar Resort and bring people from the airport without reservations to our resort. They will receive $10 per person they bring to the resort. (40% of people come to Bocas without reservations). Social Networking – our guests may potentially buy our villas as well as market the resort though word-of-mouth.

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Management Team

Each villa will be owned by its own individual corporation. When buying a unit, the buyer will receive the villa including its own unique corporation and a share in the Home Owner Association (HOA) as a part of the community as a whole (the development corporation). Investors get to enjoy their own corporation as well as a share in the resort management corporation. Villas del Mar will be developed and managed by the Panamanian Incorporation Fortuna del Mar Corporation. All operations will be led by a seasoned and professional management team, both on-site and overseas. The Californian Corporation Imperial Enterprise Corp will be above Fortuna del Mar Corp. and will oversee all management. Alon Zakoot – CEO

Alon has an extensive and accomplished background in architecture and design, real estate development, dealing with complex constructions, property management as well as marketing and negotiations. He is also experienced in land acquisitions and has worked over 15 years being a developer. Alon is the owner of Imperial Enterprises Investment and Development Corp., and is the co-founder of Fortuna del Mar Investment Corporation. He is a shareholder in all corporations. With the help of his management team oversee overall management, sales, and marketing at Villas del Mar Resort.

Lidia Chavez – Property Management and Accounting

Lidia has 13 years of eperience in various departments of the banking industry. She has worked in real estate management for the past 6 years and additionally is fluent in Spanish. She will be responsible for the Property Management, Translation, Communication and Accounting duties of the resort. She is also a shareholder in the venture.

Michael Vaknin – Marketing Consultant (on-site)

With over 15 years of seasoned experience in marketing online, Michael is our consultant guiding the marketing aspect of our project. He is the owner of Monument Consulting / IBCnet.com. With his extensive background in the internet marketing, web development, specifically SEO (Search Engine Optimization), as well as overall business sense, his contribution comes as a valuable instrument in achieving our goals.

Amnon Dahan – Business Consultant

Is the CEO, President and founding co-partner of Kalia – modern eco-living. Amnon is an experienced consultant in Central American Developments and his knowledge regarding eco-friendly developments will help us with our environmentally friendly plans in Panama.

Katharina Schmidt – Business Consultant & Marketing

Katharina serves as a Business Consultant to the project. Her business administration education and international background aid in the planning of the marketing aspects.

Our management team’s duties will include:

1. Resort Development 2. Obtaining entitlements 3. Overseeing the management of the resort

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Our charge for services rendered will be 40% of gross revenue.

Human Resources Plan:

• Once on-site we intend to hire top consultants in the industry to ensure the quality and success of our project

Due to low labor cost we can afford to hire additional high quality managers whom we attract and compensate with above market wages. We are looking for an experienced on-site management team that takes our resort to the highest level of success.

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Sources of Revenue Not only will each investor receive his investment as well as a nice profit back quickly, but he will also enjoy a nice monthly income sourcing from our various different revenue streams. Summary of Income Producers

Yr1 Yr2 Yr3 Yr4 Yr5 Yr6

1 Sale of Units 1,440,010 1,440,010 1,458,132 1,438,956 969,386 0 2 Resort Revenue 2,266,210* 2,885,730* 3,495,170* 3,495,170* 3,495,170* 3,495,170* 3 Management 40% 538,804 786,612 1,030,388 1,030,388 1,030,388 1,030,388 4 Restaurant 1 178,528 267,792 334,740 334,740 334,740 334,740 5 Restaurant 2 178,328 267,492 334,365 334,365 334,365 334,365 6 Bar 180,930 271,395 339,244 339,244 339,244 339,244 7 Marina 51,900 68,910 91,590 91,590 91,590 91,590 8 Spa 134,138 174,379 228,034 228,034 228,034 228,034 9 Taxi Boat 34,328 43,690 53,053 53,053 53,053 53,053

10 Day-Pass 211,700 264,625 317,550 317,550 317,550 317,550

Total Profit per Year $ 2,948,666 $ 3,584,905

$4,187,096

$4,167,920 $ 3,698,350 $2,728,964

*Resort Revenue in case units not sold (not include d in total profit per year)

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1. Sale of Units

Villa Owner Benefit

Villas del mar Club Resort opens opportunities for nature lovers who want to have income producing property to own a prestigious private luxury villa with a share of a private island and community area belonging to the prestigious resort. In most pristine and breathtaking location, just discovered by high-budget travelers where the economy is growing, with the tourism industry increasing in stable government, convenient currency US Dollar, where the locals welcome the foreigners to invest in authorities giving tax benefits for foreign investments and welcoming them to receive residency in the country. Higher residuals are expected and return of investment has never been seen around 6-8 years based on realistic occupancy. ONLY AT VILLAS DEL MAR Club Resort, BOCAS DEL TORO, PANAMA. Each villa owner will receive an individual Panamanian corporation in the name chosen by the new owner. This corporation will have a share in the corporation that owns the island and the entire community area. Villa owner will receive high-hand resort management. The resort name will be ”Villas del Mar Club Resort.”

No interest, No HOA Fees, No Management fees, NO other expenses* will appear to the buyer.

The owner of the villa will enjoy: 1. Income from renting the unit. Will be receiving a 60%from the gross for renting out the unit. 2. The investor will get 2 weeks with no charge to enjoy a vacation in the villa in case they stay longer in

the villa, there will be fee of a 25% from the price list to the resort management. 3. Tax benefit ,see Panamanian law 8 for designated tourist areas 4. Prestige and safe investment if high ROI

Imperial Enterprises, Inc. will oversee all over-management of the resort. *only remodeling or re-figuration or re-designing fees and one time marketing fee

Villas del Mar Club Resort Bocas del Toro, Panama

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Community Development Cost

Club Resort - Costs of community development (inclu ding land purchase) Phase I Description Size Price Landscaping - Includes 3 fountains & butterfly garden (food producing garden) Entire property $ 45,000 Trails connecting units and amenities 3,000 linear ft. $ 75,000 Jungle trail for touring property 3,000 linear ft. $ 45,000

Grading for entire community & utilities incl. canal & pool grading 2,500 linear ft. (Canal) $ 200,000

Pool & jacuzzi 2,500 sq. ft. (1 ea) $ 62,500 Decking for pool & jacuzzi 3,000 sq. ft. $ 36,000 Development of man-made beach 1,000 sq. ft. $ 45,000 Buildings Gym & equipment 1,000 sq. ft. $ 70,000 3 romantic gazebos 1,000 sq. ft. $ 50,000 2 storage & utility rooms 1,000 sq. ft. $ 50,000 Reception/Front desk 1,000 sq. ft. $ 100,000 Retreat room 1,200 sq. ft. $ 90,000 Sports bar 1,800 sq. ft. $ 90,000 Sports bar equipment, incl. billiards, ping-pong, etc. - $ 40,000 Sub-Total Development Costs $ 998,500 Construction Management Fee (10%) - $ 99,850 Land cost, incl. entitlement fees & legal fees - $ 850,000 Total Development Costs $1,948,350

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Furniture Cost Club Resort - Unit Furnishings

Cost per Item

Hill-top (2,000 sq. ft.) 3 BD/3 BA

Beachfront (1,600 sq. ft.) 3

BD/2.5 BA

Private Pool (1,500 sq. ft.) 2

BD/2 BA

Canal (1,100 sq. ft.) 2 BD/2

BA

Marina (700 sq. ft.) 1 BD/1

BA Jungle (500 sq. ft.) Studio

# of Each Unit (Per category) 8 3 7 12 10 10

Bedroom Furnishings:

Bed Frame & Mattress $ 500 $ 1,500 $ 1,500 $ 1,000 $ 1,000 $ 500 $ 500

Bed Covers $ 50 $ 150 $ 150 $ 100 $ 100 $ 50 $ 50

Bed Sheets, Full Size $ 30 $ 90 $ 90 $ 90 $ 90 $ 30 $ 30

Master Bedroom Desk & Chair $ 140 $ 140 $ 140 $ 140 $ 140 $ 140 $ 140

Plasma TV 38" & DVD Player $ 550 $ 650 $ 650 $ 550 $ 550 $ 450 $ 450

Telephone System $ 160 $ 320 $ 320 $ 160 $ 160 $ 160 $ 160

Bathroom Furnishings:

Towels (6 sets per bath @ $5 per set) $ 5 $ 90 $ 90 $ 60 $ 60 $ 30 $ 30

Bath Mats (3 sets per bath/$3 per set) $ 3 $ 18 $ 18 $ 12 $ 12 $ 6 $ 6

Blow Dryer $ 30 $ 60 $ 60 $ 30 $ 30 $ - $ -

Kitchen / Dining Furnishings:

Dishwasher $ 450 $ 600 $ 600 $ 450 $ - $ - $ -

Stove $450-550 $ 700 $ 700 $ 450 $ 450 $ - $ -

Refrigerator $700-900 $ 1,400 $ 1,400 $ 700 $ 700 $ 200 $ 100

Microwave $100-140 $ 150 $ 150 $ 100 $ 100 $ 100 $ -

Dishware, Glassware, Flatware (for 8) $100-150 $ 300 $ 300 $ 100 $ 100 $ 50 $ -

Dining Room Furniture (seats 6) $400-500 $ 600 $ 600 $ 400 $ 400 $ 200 $ -

Bar Stools $ 40 $ 300 $ 300 $ 160 $ 160 $ - $ -

Living Room Furnishings:

Plasma TV 38" & DVD Player $ 550 $ 600 $ 600 $ 550 $ 550 $ 550 $ -

Computer, Monitor, Desk & Chair $ 750 $ 1,000 $ 1,000 $ 750 $ 750 $ - $ -

Phone System (cordless phone) $ 160 $ 160 $ 160 $ 160 $ 160 $ - $ -

Décor $300-500 $ 1,000 $ 1,000 $ 500 $ 300 $ 250 $ 150

Furniture (sofa, tables & chair) $700-900 $ 1,400 $ 1,400 $ 800 $ 800 $ 500 $ 300

BBQ $ 350 $ 500 $ 500 $ 350 $ 350 $ - $ -

2 Deck chairs $ 100 $ 200 $ 200 $ 100 $ 100 $ 100 $ 100

Table Set with Chairs $ 250 $ 400 $ 400 $ 250 $ 250 $ 150 $ -

Specialty Furnishings:

Private Boat (Canal units only) $ 6,000 $ - $ - $ - $ 72,000 $ - $ -

Furnishing Expense (Per Unit) $ 12,328 $ 12,328 $ 7,962 $ 79,312 $ 3,466 $ 2,016

Furnishing Expense (All Units) $ 98,624 $ 36,984 $ 55,734 $ 951,744 $ 34,660 $ 20,160

Total Furnishing Expenses (All Units) $1,197,906

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1. Sale of Units

Club Resort Project Costs and Sales

# of

Villas Villa Description

Land, Community

Development &

Infrastructure Costs at

$37.4/sq.ft Furnishing

Costs

Construction Costs

(All Units)

Construction Costs

(Per sq. ft.)

Total Cost per s q. ft.

(incl. land, community,

infr.) Sale Price (Per Unit)

Sale Price (Per sq. ft.)

Sale Price (All Units)

Total Profit (All Units)

2,000 sq. ft. Hill top location 8 Private terrace $598,400 $98,624 $1,200,000 $75 sq. ft. $44sq. ft. $490,000 $245 sq. ft. $3,920,000 $2,022,976 3 BDR/3 BATH Infinity pool & jacuzzi Ocean View 1,600 sq. ft.

3 3 BDR/2.5 BATH $179,520 $36,984 $312,000 $65 sq. ft. $45 sq. ft. $416,000 $260 sq. ft. $1,248,000 $719,496

Beachfront location Infinity pool & jacuzzi 1,500 sq. ft. 7 2 BDR/2 BATH $392,700 $55,734 $630,000 $60 sq. ft. $43sq. ft. $345,000 $230 sq. ft. $2,415,000 $1,336,566 Private pool 1,100 sq. ft. 12 Canal location $493,680 $159,744 $726,000 $55 sq. ft. $50sq. ft. $231,000 $210 sq. ft. $2,772,000 $1,392,576 2 BDR/2 BATH Private dock 700 sq. ft. 10 Marina Cabana $261,800 $34,660 $311,500 $45 sq. ft. $42sq. ft. $136,500 $195 sq. ft. $1,365,000 $757,040

1 BDR/1 BATH 500 sq. ft. 10 Jungle Villa $187,000 $20,160 $200,000 $40 sq. ft. $41sq. ft. $92,500 $185 sq. ft. $925,000 $517,840 Studio bungalow Total 50 $2,113,100 $405,906 $3,379,500 $ 12,645,000 $ 6,746,494

* Construction costs does not include $14,000 for land purchase, each unit

The Capital Investment will be $2,113,10

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1. Sale of Units Comparison Comparison of Homes/Units sold in the region of the Bocas Del Toro archipelago (islands)

These are comparisons of various homes with or without properties currently being sold in the Bocas del Toro region in Panama. Property Location Bedrooms/

Bathrooms Size by sq.ft

Price & Price/sq.ft.

Price per sq. ft.

Property size Water- front Ocean-view Beach-front

Old/New?

http://www.islanddreamhouse.com/viewing_information.html

Bocas del Toro --

3600 $1,250,000 $347.23

3 acres Beach-front New (2yrs old)

http://www.bobvila.com/RealEstate/Property-538389838.html

Isla Popa

1BR/1BA 1200 $295,000 $245.83 3 acres Water-front New

http://www.bobvila.com/RealEstate/Property-538389815.html

Paunch Beach

2BR/2BA 1500 $395,000 $263.3 2 acres Beach-front --

http://www.bobvila.com/RealEstate/Property-538389847.html

Bocas del Toro 2BR/1BA 1200 $289,000 $240.83 N/A Ocean-front New

http://www.beyondbocas.com/Bocas-Del-Toro-Panama-Properties/Homes-Condos/so180-tropical-2bed-ret-2.shtml

Isla Solarte 2BR/2BA 2109 $435,000 $206.25 1.2 acres Ocean-Front N/A

http://www.businesspanama.com/realestate/listingview.php?listingID=563

Bocas del Toro --

1,216 $438,980 $361

1,216 sq. ft. Beach-Front New

http://www.bocasdeltoro.net/houses/index.html

San Cristobal/North

--

1,400 $549,000 $392.14 5 acres Waterfront --

http://www.beyondbocas.com/Bocas-Del-Toro-Panama-Properties/Homes-Condos/co720-over-the-water-bungalows.shtml

Bocas del Toro 1BR/1BA 750 $675,000 $900 750 sq. ft. Waterfront New

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1. Sale of Units Comparison

The following information is taken from the upcoming Emerald Monkey resort in Bocas del Toro, as well as the Sunset Luxury Apartments and Red Frog Beach Properties. Emerald Monkey is currently under construction and will be finished in 2010. The Emerald Monkey prices reflect the pre-sale request.

Emerald Monkey Resort First 10 Units Property Location/

View Bedrooms/ Bathrooms

Size by sq.ft

Price Price per sq. ft with view

Property size

Water- front Ocean-view Beach-front

Old/New?

1-2

Banjar Village, Emerald Beach

1BR/1BA 2450 $547,750 (+$40,000 premium for view)

$223.57 2450 N/A NEW

12 Emerald Bay, Nature

2BR/2BA 3916 $887,780 (+ $45,000 premium for view)

$226.7 3916 N/A NEW

Second 14 Units

Property Location/ View

Bedrooms/ Bathrooms

Size by sq.ft

Price Price per sq. ft with view

Property size

Water- front Ocean-view Beach-front

Old/New?

19

Adult Cove, Dolphin Bay

1BR/1BA 2450 $552,750 (+ $45,000 premium)

$225.6 2450 N/A NEW

16-17 Adult Cove, Canal, Dolphin Bay

2BR/2BA 3916 $872,780 (+$ 30,000 premium)

$222.87

3916 N/A NEW

18 Adult Cove, Dolphin Bay

3BR/3BA 4594 $1,077,710 (+$45,000 premium)

$234.59

4594 N/A NEW

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1. Sale of Units Comparison

Sunset Point Luxury Apartments Property Location/

View Bedrooms/ Bathrooms

Size by sq.ft

Price Price per sq. ft

Property size

Water- front Ocean-view Beach-front

Old/New?

100A/1st N/A

2BR/2BA 1,747 $449,000 257 1,747 N/A NEW

100B/2nd N/A

3BR/3BA 2,560 $659,000 257.42 2,560 N/A NEW

Red Frog Beach Properties Property Location/

View Bedrooms/ Bathrooms

Size by sq.ft

Price Price per sq. ft

Proper ty size

Waterfront Ocean-view Beach-front

Old/New?

Red Frog Beach Properties

Nature 2BR/2BA 3487 (1969 int, 1518 ext)

799,000 $229 3487 None NEW

Red Frog Beach Properties

Nature

3BR/2BA 2783 (1479 int., 1304 ext)

$649,000 $233.2 2783 None NEW

Red Frog Beach Properties

Waterfront

2BR/2.5BA 2634 (1974 int., 660 ext)

$999,000 $379 2634 Waterfront NEW

Summary: Average

Property Size by sq.ft Price Price per sq. ft with view

Old/New?

Existent $540,873 $370 Pre-Sale before development Future Residents 3,053.7 $769,877 $252 Pre-Sale before development

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1. Capital investment

Summary of Capital Investment Required (First 10 un its) Club Resort - Summary of Capital Investment Require d (Phase I) Community Development (includes cost of land, entitlement & legal fees, construction management fee @ 10%) $1,948,350 Villa Development (initial 10 units only, includes land costs) $ 875,500 Villa Construction Management Fee (initial 10 units only, 15%) $ 115,741 Furnishings (initial 10 units only) $ 288,930 Restaurant (includes land cost, equipment for 1 restaurant) $ 268,250 Activities (equipment only) $ 78,397

Subtotal $3,575,168 Marketing $ 45,000 Insurance $ 21,500 Generator $ 30,000 Staff Training $ 10,000 Maintenance $ 10,000 Operational funds in reserve $ 10,000 Legal Fees $ 15,000

Subtotal $ 115,500

Total Capital Investment Required for Phase I of Cl ub Resort $3,716,668

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2. Resort Room Rentals Club Resort - Fixed Operating Costs (50 Units )

Fixed Operating Costs 50 Units

Office Supplies $ 600

Advertising $ 25,000

Front Desk Staff $ 2,550

Property Management $ 21,000

Bookkeeping/Acctg. Payroll $ 750

Maintenance (Community) $ 1,650

Maintenance Repair Materials (Community) $ 900

3 24-Hour Security $ 1,260

Internet Access $ 1,500

Trash Removal $ 1,800

Generator Diesel Fuel $ 3,240

Propane Gas $ 630

Reclamated Water $ 120

Guest Room Amenities $ 3,600

Housekeeping & Cleaning $ 2,500

Legal Fees $ 1,500 Maintenance $ 5,000 Concierge $ 500 Entertainment $ 2,500 Total Monthly Operating Costs $ 76,600 Annual Operating Costs (per # of units) $919,200

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2. Resort Room Rental

Daily Rate Club Resort - Daily Rate based on Occupancy

High Season 214 182 150 118 86 54 July 1st to August 30th Days Days Days Days Days Days

December 15th to May 15th Occupancy

Daily Rate 100% 85% 70% 55% 40% 25%

Hill-top Villa (8) $ 475 $ 813,200 $ 691,600 $ 570,000 $ 448,400 $ 326,800 $ 205,200

Beachfront Villa (3) $ 399 $ 256,158 $ 217,854 $ 179,550 $ 141,246 $ 102,942 $ 64,638

Private Pool Villa (7) $ 330 $ 494,340 $ 420,420 $ 346,500 $ 272,580 $ 198,660 $ 124,740

Canal Villa (12) $ 219 $ 562,392 $ 478,296 $ 394,200 $ 310,104 $ 226,008 $ 141,912

Marina Villa (10) $ 129 $ 276,060 $ 234,780 $ 193,500 $ 152,220 $ 110,940 $ 69,660

Jungle Villa (10) $ 89 $ 190,460 $ 161,980 $ 133,500 $ 105,020 $ 76,540 $ 48,060

Low Season 151 128 106 83 60 38 May 16th to June 30th Days Days Days Days Days Days

September 1st to December 14th Occupancy

Daily Rate 100% 85% 70% 55% 40% 25%

Hill-top Villa (8) $ 399 $ 481,992 $ 408,576 $ 338,352 $ 264,936 $ 191,520 $ 121,296

Beachfront Villa (3) $ 339 $ 153,567 $ 130,176 $ 107,802 $ 84,411 $ 61,020 $ 38,646

Private Pool Villa (7) $ 269 $ 284,333 $ 241,024 $ 199,598 $ 156,289 $ 112,980 $ 71,554

Canal Villa (12) $ 179 $ 324,348 $ 274,944 $ 227,688 $ 178,284 $ 128,880 $ 81,624

Marina Villa (10) $ 109 $ 164,590 $ 139,520 $ 115,540 $ 90,470 $ 65,400 $ 41,420

Jungle Villa (10) $ 75 $ 113,250 $ 96,000 $ 79,500 $ 62,250 $ 45,000 $ 28,500

Annual Total $ 4,114,690 $3,495,170 $2,885,730 $2,266,210 $1,646,690 $1,037,250

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3. Resort Management Fee Management Fee from Room Rental

40 % Management Fee Yr1 - 55% Yr2 - 70% Yr3 – 85% Total Income 2,266,210 2,885,730 3,495,170 Expenses 919,200 919,200 919,200 Mgmt Percentage 0.4 0.4 0.4 Total Mgmt Fee 538,804 786,612 1,030,388

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4. Restaurants

A. Garden of Eden Restaurant

The Club Resort will have two restaurants serving guests and visitors: 1. Garden of Eden – a casual restaurant 2. Blue Dragon Sushi Restaurant

A. The Garden of Eden restaurant Quality foods will be served in a relaxing vacation environment. Main characteristics of the casual restaurant will be: • breakfast and lunch between 7am-7pm • Ocean view • will be located close to the pool • family-oriented, kids meals available • At night the space will be used as a dance floor and for entertainment • A bar attached to the pool will be located nearby to serve both the restaurant as well as the pool

area • Kiosk for merchandise and ice-cream

Capital Investment Building and development of land

Start -up Costs: Restaurant Equipment Stove, cook-top & grill $ 5,000 Vent $ 1,500 Dishwasher $ 2,000 Countertop $ 3,000 Refrigerator $ 10,000 Electricity $ 20,000 Furniture ($100/seat, 50 seats) $ 5,000 Bar furniture ($50/seat, 15 seats) $ 750 Bar equip, including refrigerator $ 5,000 Decoration $ 2,000 Deck seating ($100/seat, 12 seats) $ 1,200 Dishes ($20/set, 90 sets) $ 1,800 Register computer, phone $ 1,500 Table cloths, etc. $ 1,500 Products & beverages (initial) $ 3,000 Miscellaneous $ 5,000 Total Equipment Costs $ 68,250 Land Purchase $ 50,000 Construction Costs ($75/sq ft @ 2000 sq ft) $ 150,000 Total Restaurant Start -up Costs $ 268,250

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Garden of Eden Restaurant

Labor Expenses (based on 100% occupancy) Chef + 3 Assistants $ 32,400 2 Cleaning Staff $ 9,600 Bartenders + Assistants $ 12,000 Cashier $ 7,200 6 Servers (6x$200+tips) $ 14,400 Food Purchaser + Delivery $ 12,000 Total $ 87,600 Other Expenses (based on 100% occupancy) Marketing/Advertising $ 60,000 Marketing (Taxi/Boat Drivers) $ 54,000 Repair $ 12,000 Total $126,000

Garden of Eden Restaurant - Revenue & Expenses (based on 100% occupancy)

Breakfast Lunch Bar Room

Service Revenue # of people 50 140 60 8 # of Sales/Checks $ 8 $ 12 $ 4 $ 22 Daily Revenue Total $ 400 $ 1,680 $ 240 $ 176 Annual Revenue Total $146,000 $613,200 $ 87,600 $ 64,240 Total Revenue $911,040 Expenses COGS (Food & Bev) $ 2 $ 3 $ 2 $ 6 COGS (Daily Total) $ 100 $ 420 $ 120 $ 48 COGS (Annual Total) $ 36,500 $153,300 $ 43,800 $ 17,520 Labor $ 87,600 Other $126,000 Total Expenses $464,720 Annual Profit $446,320

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4. Restaurants A. Garden of Eden Restaurant

Garden of Eden Restaurant - Annual Profit/Loss Projection Yrs 1 -5 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

40% Occ. 60% Occ. 75% Occ. 75% Occ. 75% Occ. Revenue Restaurant, Bar & Room Service $ 364,416 $ 546,624 $683,280 $683,280 $683,280 Expenses COGS $ 100,448 $ 150,672 $188,340 $188,340 $188,340 Labor $ 35,040 $ 52,560 $ 65,700 $ 65,700 $ 65,700 Other $ 50,400 $ 75,600 $ 94,500 $ 94,500 $ 94,500 Total Expenses $ 185,888 $ 278,832 $348,540 $348,540 $348,540 Annual Profit/Loss $ 178,528 $ 267,792 $334,740 $334,740 $334,740

The Capital Investment for the Garden of Eden Restaurant is $268,250. Annual Profit of the Garden of Eden Restaurant at 75% is $334,740.

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5. Restaurants B. Blue Dragon Sushi Restaurant

1. Blue Dragon Sushi restaurant The deluxe sushi restaurant will serve fresh fish and seafood dishes in an exotic style, never before seen in Bocas del Toro. The restaurant will reflect the lavishness of the resort and its prestige will help both the restaurant as well as the resort gain popularity. Some characteristics of the Blue Dragon Restaurant are: • Unique • High-end sushi servings • Emphasis on healthy food • Romantic dinner getaways • Up-scale restaurant • Ocean view

Start-up Costs: Restaurant Equipment Stove, cook-top & grill $ 5,000 Vent $ 1,500 Dishwasher $ 2,000 Countertop $ 3,000 Refrigerator $ 10,000 Electricity $ 20,000 Furniture ($120/seat, 50 seats) $ 6,000 Bar furniture ($60/seat, 20 seats) $ 1,200 Bar equip, including refrigerator, Sushi Bar Counter $ 25,000 Decoration $ 10,000 Deck seating ($100/seat, 12 seats) $ 1,200 Dishes ($30/set, 90 sets) $ 2,700 Register computer, phone $ 1,500 Table cloths, etc. $ 2,000 Products & beverages (initial) $ 5,000 Miscellaneous $ 5,000 Total Equipment Costs $ 101,100 Land Purchase $ 50,000 Construction Costs ($85/sq ft @ 2000 sq ft) $170,000 Total Restaurant Start-up Costs $321,100

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5. Restaurants B. Blue Dragon Sushi Restaurant

Sushi Restaurant Labor Expenses (based on 100% occupancy) Chef + 3 Assistants $ 32,400 2 Cleaning Staff $ 9,600 Bartenders + Assistants $ 12,000 Cashier $ 7,200 6 Servers (6x$200+tips) $ 14,400 Food Purchaser + Delivery $ 12,000 Management (Overseas & on-site) $ 110,000 Sushi Bar Chef & Assistant $ 24,000 Total $ 221,600 Other Expenses (based on 100% occupancy) Marketing/Advertising $ 60,000 Marketing (Taxi/Boat Drivers) $ 54,000 Repair $ 12,000 Total $ 126,000

Sushi Restaurant - Revenue & Expenses (based on 100% occupancy)

Dinner Bar Room

Service Revenue # of people 100 60 8 # of Sales/Checks $ 22 $ 5 $ 22 Daily Revenue Total $ 2,200 $ 300 $ 176 Annual Revenue Total $803,000 $ 109,500 $ 64,240 Total Revenue $ 976,740 Expenses COGS (Food & Bev) $ 4 $ 2 $ 6 COGS (Daily Total) $ 400 $ 60 $ 48 COGS (Annual Total) $146,000 $ 21,900 $ 17,520 Labor $ 221,600 Other $ 126,000 Total Expenses $ 554,920 Annual Profit /Loss $ 421,820

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5. Restaurants B. Blue Dragon Sushi Restaurant Sushi Restaurant - Annual Profit/Loss Projection Yr s 1-5 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

40% Occ. 60% Occ. 75% Occ. 75% Occ. 75% Occ. Revenue Restaurant, Bar & Room Service $381,936 $572,904 $716,130 $716,130 $716,130

Expenses COGS $ 74,168 $111,252 $139,065 $139,065 $139,065 Labor $ 79,040 $118,560 $148,200 $148,200 $148,200 Other $ 50,400 $ 75,600 $ 94,500 $ 94,500 $ 94,500 Total Expenses $203,608 $305,412 $381,765 $381,765 $381,765 Total Net Income $178,328 $267,492 $334,365 $334,365 $334,365

The Capital Investment for the restaurant is $321,100. Annual Profit of the restaurant at 75% occupancy is $334,365.

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6. Bar There will be 2 bars at the resort: 1. Pool bar

• Guests can sit in the water and enjoy their drinks while swimming and relaxing • Opening hours will be from 11am – 7pm

2. Deck Bar

• Will be located at the deck of the entertainment area • Opening hours will be from 11am – 2am

The Cost Development and Equipment for both bars will be $90,000 1. Pool/Beach Bar - Revenue & Expenses (Based on 10 0% Occupancy) Revenue # of people 87 Cost per Drink $4 Drinks/Per Person 3 Daily Revenue Total $1,044 Annual Revenue Total $381,060 Expenses COGS $2 COGS (Daily Total) $522 COGS (Annual Total) $190,530 Labor $ 24,000 Total Expenses $214,530 Annual Profit/Loss $166,530

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Bocas del Toro, Panama

6. Bar

Pool/Beach Bar - Annual Profit/Loss Projection Yrs 1-5 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

40% Occ. 60% Occ. 75% Occ. 75% Occ. 75% Occ. Revenue Pool/Beach Bar $228,636 $342,954 $428,693 $428,693 $428,693 Expenses COGS $ 38,106 $ 57,159 $ 71,449 $ 71,449 $ 71,449 Labor $ 9,600 $ 14,400 $ 18,000 $ 18,000 $ 18,000 Other $ - $ - $ - $ - $ - Total Expenses $ 47,706 $ 71,559 $ 89,449 $ 89,449 $ 89,449 Annual Profit/Loss $180,930 $271,395 $339,244 $339,244 $339,244

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7. Marina The marina will be fully serviced and available to yacht-owners as well as resort guests. Some of the features:

• Security guard present every night • Parking slots for yachts up to 60 feet in length • Access to club resort • Yacht owners can spend the night at the marina • Day-pass can be purchased to have access to resort facilities

Club Resort - Marina Quantity of Slips 30 Charge per Slip/Month $350 Utility Expenses* $0

Annual Profit/Loss

$126,000 *Slip renter will be charged per use/day utility charge

Club Resort - Marina (30 boat slips) Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

50% Occ. 65% Occ. 85% Occ. 85% Occ. 85% Occ. Revenue Monthly Charge ($350/slip) $ 5,250 $ 6,825 $ 8,925 $ 8,925 $ 8,925 Expenses Night Security Guard $400 $400 $400 $400 $400 Maintenance (10%) $ 525 $ 683 $ 893 $ 893 $ 893 Utilities* $ - $ - $ - $ - $ - Total Expenses $925 $1,083 $1,293 $1,293 $1,293 Annual Profit/Loss $ 51,900 $ 68,910 $ 91,590 $ 91,590 $ 91,590 * Slip renter will be charged per use/day utility charge (metered electricity, water, sewage)

Cost of Development (Capital Investment) - $70,000 Income at full operation & with 85% occupancy is $91,590

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8. Spa Capital Investment for the Spa will amount to $90,000. Club Resort - Spa/Massage Room # of guests/day 18 Per guest rate (hourly) $55 Total Daily Revenue $990 Total Annual Revenue $361,350 # of Therapists 3 Therapist Daily Wage $85 Total Daily Wage $255 Total Annual Expenses $93,075 Annual Profit/Loss $268,275

Club Resort - Spa/Massage Room Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

50% Occ. 65% Occ. 85% Occ. 85% Occ. 85% Occ. Revenue 18 Guests/Day (1 hour massage/ea) $ 180,675 $ 234,878 $307,148 $307,148 $307,148 Expenses Therapists Wage (3 @ $85/day) $ 46,538 $ 60,499 $ 79,114 $ 79,114 $ 79,114 Annual Profit/Loss $ 134,138 $ 174,379 $228,034 $228,034 $228,034

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9. Taxi Boat

Costs: • Buying 3 boats, each @ $13,000

o Each boat can comfortably sit 12 people Total Capital Investment: $39,000

• The 24-hour service will make the resort independent and give our guests a convenient means of transportation. • An average trip on the Boat will cost $50 • 25% of the trip charge will be gas expense

Average Daily Income: $225

Revenue* 60,225$ 76,650$ 93,075$ 93,075$ 93,075$

Expenses** 25,897$ 32,960$ 40,022$ 40,022$ 40,022$

Total Annual Profit 34,328$ 43,690$ 53,053$ 53,053$ 53,053$ *Revenue based on $300/day**Expenses based on $129/day

Villas del Mar Club Resort Bocas del Toro, Panama

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40

10. Day Pass for Non-Guests

Non-Guests will have the opportunity to purchase a day-pass for $29 with which they are granted access to the club amenities and activities: • Gym • 2 infinity pools • the recreation area • rainforest jungle including hiking trails • Access to sports activities (e.g. snorkeling, windsurfing, etc.). • Live Entertainment • Private Beach • Romantic Deck The day-pass for non-guests is a great source of revenue, as no extra cost is incurred and indirect revenue will be created through the visitors’ use of club resort facilities, such as 1. lunch and dinners at restaurants, 2. alcohol/cocktail consumption 3. ice cream & merchandise purchase at kiosk 4. use of taxi boats 5. Good marketing tool as day-guests might turn into future clients buying the resort villas

YR 1 YR 2 YR 3 YR 4 YR 5

Daily Revenue* 580$ 725$ 870$ 870$ 870$

Total Annual Profit 211,700$ 264,625$ 317,550$ $317,550 $317,550

Day Pass for Non-Guests – Profit Projections

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Total Income Villas del Mar Club Resort will profit from several revenue sources, bringing direct and indirect income. Among these sources are:

One-Time Profit

Yearly Income

Pre-sale of 50 villas 6,746,494 Management fee will be set at 40% of gross rent, expenses will be paid by the resort 478,868 Garden of Eden Restaurant – a casual café that serves breakfast and lunch 334,740 Blue Dragon Sushi Restaurant – unique and new in Bocas del Toro, serving high-class seafood 334,365 2 bars operating from 11 am to 2am 339,244 A marina with spaces for 30 yachts offering full service 91,590 An up-scale luxury spa 228,034 Day Pass allowing locals and Non-Guest Tourists access to the resort facilities 317,550

Taxi Boat, servicing our guests and enabling independence for the resort 53,053 Total 6,746,494 2,177,444

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Timeline for Capital Investment

Timeline to Capital Investment

Phase Event Capital

Investment Timeline ROI

Phase I - Capital Investment

Signing agreement for partnership. Incorporate agreement for partnership and agreement for property purchase in the corporation. Begin work on entitlement.

$ 150,000 Time to sign

contract -

Phase II - Final possession of the property

Get possession for the right of possession

$ 150,000 4 months after contract signed

-

Phase IIII - Receive entitlements

Includes concessions for total community development: entitlement for 10 Units, restaurant, 2 offices, mechanical rooms & final permit to build.

$ 700,000 -

Phase IV - Receive portion of entitlement. Start construction.

Break ground/begin construction of community development.

10 months after contract signed

-

Phase V - Start Marketing

After completion of most infrastructure, marketing campaign will start.

22 months after contract signed

(1.8 yrs) -

Phase VI - Receive next phase of entitlement

Receive entitlement to build 10 units Begin construction. (10 units to include: (1) beachfront; (2) hill top; (3) canal; (1) private pool; (3) jungle bungalows.

$ 50,000 28 months after contract signed

(2.3 yrs) -

Phase VII - Completion of construction.

Completion of first 10 units, restaurant, offices, etc. Furnish units for operation.

29 months after contract signed

(2.4 yrs) -

Phase VIII - Sale of 10 units

Begin resort operations. Sell first 10 units.

31 months after contract signed

(2.6 yrs)

Phase IX - Pre-sale of additional units

Build 10 additional units. After a minimum of 5 units are sold, 10 additional units will begin construction. If 10 units are sold, 20 additional units will begin construction.

None 37 months after contract signed

(3.1 yrs)

Phase X - Sale of 10 units

Begin construction of additional 10 units None 49 months after contract signed

(4.1 yrs)

Phase XI - Sale of 10 units

Begin construction of additional 10 units None 55 months after contract signed

(4.6 yrs)

Phase XII - Sale of 10 units Begin construction of additional 10 units None

61 months after contract signed

(5.1 yrs)

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In a constant effort to enhance the property and quality of life within the resort, Villas del Mar Boutique Resort reserves the right to change features and amenities without notice. Some upgraded features shown are available at extra cost. Photography within this brochure may not represent actual

amenities and conditions at Villas del Mar Resort. Dimensions and floor plan layouts are approximate and can be changed. Building illustrations are design concepts of properties under development. Images are for illustrative purpose only. View shots are representational and are not intended to reflect actual views from any particular unit. The buyer has to independently verify the accuracy of that information through personal inspection and with appropriate professionals. Villas del Mar Boutique Resort is owned by Fortuna del Mar Panama, Inc. and only obeys the Panamanian law. Fortuna del Mar Panama, Inc. is managed but not held responsible by Imperial Enterprises. Imperial Enterprises is an investment and development company

managing and representing many companies and partnerships. Villas del Mar Boutique Resort is developed by Fortuna del Mar Panama, Inc., a separate single purpose entity and obeys only the Panamanian law.

www.imperialenterprisesinvestmentanddevelopmentinc.com

IE IMPERIAL ENTERPRISES, INC.INVESTMENTS AND DEVELOPMENT

Developer: Imperial Enterprises · 528 Palisades Drive, Suite 532, Pacific Palisades, CA 90272

Phone: (310) 459-4878 Email: [email protected]҉