Ed Flower

 Vanderpool Plaza 2nd Floor Wickhams Cay I, Road Town, Tortola British Virgin Islands CelStar International Limitada Abcde Fghij Calle Loma de Oro No. 318 Col. Lomas de Rosales CP. 89100 Tampico, Tamaulipas, Mexico Phone:- CelStar Puerto Rico Summary Business Plan CelStar International Limitada, a Costa Rican company (hereinafter “CelStar”), has agreed to form a joint venture relationship with Swarist Capital Limited, a British Virgin Islands Corporation (hereinafter “Swarist”), the American Institute for Business, an entity incorporated under the laws of Puerto Rico, based in San Juan, Puerto Rico (hereinafter “AIB”) and/or its nominee entity be formed and named CelStar Puerto Rico S.A., (“CelStar Puerto Rico”) for the purpose of owning, controlling and operating certain Comcel cellular telephone distribution and marketing rights in Puerto Rico. Swarist business affiliates and partner companies provide proprietary technology products and services which will add value to CelStar Puerto Rico, including a MasterCard bankcard which will be available to qualified customers enrolled through Comcel-CelStar mobile device and cell phone programs. The Swarist partners have extensive experience with bankcard programs, as well as the proprietary software to manage and administer such a program on a large scale. (Please see Swarist affiliate and partner company descriptions below.) Swarist will also provide software applications to allow qualifying Comcel-CelStar mobile-device and cell-phone customers to play qualified Puerto Rican lotteries, and also to play qualified lotteries in other countries where CelStar is a distributor for TelCel, Comcel and/or Claro. (See description regarding Latin American Solutions below.) Celstar Puerto Rico includes the following partners: XYZ and its operating company subsidiary, Operadora de Puentes Internacionales, S.A. de C.V. (“OPISA”), and the Carlos J. Altamirano family. The Altamirano family controls 100% of Grupo Alther, a prominent business group in the state of Tamaulipas, Mexico. Established in 1972, Grupo Alther integrates 10 companies with operations in land development, construction, and oil & gas exploration, in addition to a number of joint ventures with well-respected firms. Mnop Qrst is a highly-experienced operations executive with a 25-year track record of success in leading large, diverse teams to success in retail telecommunications/cellular businesses. Mnop Qrst has demonstrated ability to analyze critical business issues, identify profitable opportunities, and develop innovative and cost-effective solutions to increase revenue/ARPU and enhance the customer experience. As a key investor in the CelStar venture, Mnop Qrst will assist with strategic direction, business development, operations management and oversight of the on-the-ground launch and overall performance of CelStar. Swarist Capital Limited is a British Virgin Islands Corporation that serves as a holding company for Brian Kenny and Alex Huluban, and which presently has majority interests in the following companies able to assist the development of CelStar: World Wide IT Solutions, Inc. (“WWIT”) is a developer and distributor of cutting-edge financial-services software. WWIT has been instrumental in creating, issuing and acquiring platforms in the credit card payment processing industry. WWIT has deep experience in developing branded card programs, payroll debit card programs, and financial transaction processing back-end platforms, including Visa and MasterCard ATM and point-of-sale (“POS”) processing and gateway solutions certified with Visa, MasterCard and ATM networks worldwide. WWIT has developed and will help CelStar implement and operate its financial transaction processing platform, often called a “back-end,” as well as an international gateway. Secure Money Partners (“SMP”) is a full-service IT consulting practice whose assets include a large library of software solutions and the imaginative professional people who plan and apply them. SMP will provide CelStar with technology solutions including systems integration and management. As an example of a recent project, SMP developed a prepaid MasterCard as a payroll card for the First Nation Native Communities (indigenous communities) in Canada, representing the largest un-banked and under-banked population in the Canadian market. SMP also has the ability and expertise necessary to acquire existing financial platforms, such as for e-commerce gateways, and completely customize them based on the CelStar Puerto Rico specifications. Latin American Solutions Inc. (“LASI”) is a retail issuing-and-acquiring credit card processor specializing in e-commerce. LASI offers bank solutions operating under gateways licensed by WWIT which interface seamlessly with all major credit card companies. LASI specializes exclusively on the mobile-Internet lottery industry, with a focus on ensuring compliance with all laws and requirements, yet without compromising the user experience. As an example of a successful project, in 2007 a LASI joint venture created the successful new design of the Swiss Lotto online lottery system. LASI is expected to bring to CelStar its advanced mobile lottery platform, which offers rich new multimedia lottery products across global cellular networks without compromising speed, graphics or security. Qualified Comcel-CelStar customers will be able to transmit their chosen lottery numbers through the phone to qualified government lottery systems; the platform will allow customers to pay for lottery tickets through a CelStar MasterCard, and receive lottery winnings the same way. The LASI mobile lottery platform can be deployed through a mobile network, yet the platform also has the capability to be installed directly on the mobile device itself without the need for a relationship with the mobile service provider. Swarist-CelStar principals believe this functionality will allow CelStar to draw a considerable number of unique new clients to the Comcel network, away from competitor cellular providers. Latin American Technology Services Inc. (“LATSI”) is focused on providing a complete, vertically-integrated technology-bank solution by owning the banking, processing and technology assets together as one package. Since it controls all the “moving parts,” LATSI creates efficiencies, retains independence, and remains innovative in the financial services space. CelStar Puerto Rico envisions the following strategic partners: SBA Technologies, Inc. is a provider of leading-edge mobile-to-mobile communications security and business-interoperability platforms. SBA Tech is expected to provide the CelStar venture with proprietary technologies, relationships and contacts to facilitate CelStar operations involving mobile-devices, airtime, bankcard processing and financial services. S.I.N. – Servicio Inmediato Nacional is based in San Juan and has 524 locations throughout Puerto Rico. This money-transfer and financial-services company is eager to offer CelStar-Comcel MasterCard debit cards and cellular services; alternatively, other comparable financial-services firms appear equally eager to host CelStar retail operations. These companies are expected to offer CelStar-Comcel products/services through an exclusive relationship. Existing S.I.N. financial-services retail stores are AAA and AA-type locations with demographics similar to the demographics of top-producing Comcel stores; these stores are expected to host both sales/distribution operations and front-office cellular and mobile-banking payment processing for Comcel-CelStar customers. CelStar Puerto Rico plans to launch Comcel-CelStar services by rolling out the CelStar program first in a regional group of stores, then expanding nationally as operational capability allows. Credicorp and Titan Intercontinental (Clearing Banks) CelStar Puerto Rico Summary Marketing Plan: The marketing plan envisions a launch beginning in the city of Santa Marta, located in the costeno (Caribbean north coast) region of Puerto Rico, and an initial roll-out in several cities in the same region, then timely extending to national coverage. The goal is to begin offering Comcel-CelStar products/services in at least 50 AAA and AA store locations during the year 2012, and to be actively selling Comcel-CelStar products/services in at least 100 AAA and AA stores within eighteen months of launch. Comcel-CelStar salespeople will sell Comcel equipment and services while enrolling mobile-banking customers, by using mobile technology such as portable document scanner-copiers, fingerprint scanners, cameras, and mobile broadband online service to run credit checks and enroll busy customers in fast-moving environments: The goal is to complete the Comcel-CelStar sales presentation, closing, and enrollment process within ten minutes. In addition to in-store retail sales, teams of professional Comcel-CelStar salespeople will visit private business offices by appointment and referral in order bring corporate (multiple unit) sales for Comcel-CelStar products and services. (Please see description below regarding alternative sales channels.) The marketing plan envisions that Comcel-CelStar products and services will be sold to the public primarily through a retail marketing campaign in which products and services are to be presented and sold within existing retail store locations hosted by S.I.N. and/or other financial-services venture partners. Although it is anticipated that each host location's overhead and operating expenses will be largely paid by the venture partner, still, in order to maintain security, protect brands, and ensure profitability, CelStar will retain the appropriate degree of direct managerial and financial control to ensure compliance with all the requirements of Comcel and financial regulatory authorities. CelStar and AIB have identified nine (9) well-qualified cellular business operating managers, financial services managers, and product development candidates who are available and willing to work with CelStar; six (6) are currently located in Puerto Rico, and each can effectively serve to manage a regional sales territory and/or operate the Comcel-CelStar platform. With appropriate advertising, signage, printing, and minor remodeling of store locations, it is expected that proprietary retail displays/kiosks and other Comcel-CelStar business necessities can be quickly mounted within the venture partner's existing retail store locations, as for example through specially-designated cashier/service windows attended by CelStar-trained-and-controlled staff. Based on their many years of cellular sales, service and overall management experience, the CelStar managers are expected to rapidly develop sales of equipment and services within these locations hosted by well-established venture partners eager for increased access to Comcel services and mobile banking. Importantly, by selling Comcel products/services hosted within financial-services companies' stores instead of within standalone Comcel stores, the CelStar business model creates entirely new business and avoids competitive conflict with long-established, legacy Comcel dealers. Still, in order to avoid early over-reliance on new partners and reduce the risk from unexpected market conditions, one or more unrelated, alternative sales channels will likewise be explored, and developed further if necessary. Therefore, beyond its public introduction as hosted within financial-services firms' retail stores, CelStar is also to be launched as a private test within several transportation companies. The Puerto Rican trucking industry begs for a mobile-banking solution to its chronic, large-scale issues regarding fuel fraud, per-diem expenses, and other inefficiencies within the current transportation-expense marketplace. The CelStar transportation program roll-out is expected to arm truck drivers and other transportation decision-makers with the Comcel-CelStar equipment and service including the MasterCard bankcard which can be used for everything from payroll to operating expenses. The CelStar model also envisions a point-to-point microcredit system, which is expected to be especially valuable for truckers and/or trucking companies, perhaps as a model for a generic CelStar “microcredit leading to full consumer-credit” program in which populations of stable, loyal consumers with growing income and wealth are groomed toward the goal of achieving full consumer credit, as the overall Puerto economy continues to grow. As with the CelStar launch through retail financial stores, the CelStar transportation industry test will be rolled out in a carefully-controlled manner to ensure a favorable reception by the Puerto public. All Comcel-CelStar staff will operate under appropriate contract and compliance restrictions, and with the direct supervision of management. Beyond local sales management and regional and national oversight, all sales teams and operational staff will be subject to surprise management-level review by independent teams of senior compliance staff, and trained by traveling teams of sales trainers. Summary: In Puerto Rico, bricks-and-mortar banks do not fill the growing need for banking services. And, although “voice” coverage in the current Puerto telephone/communications marketplace is widespread even across the lower demographic categories of customers, and the overall market for cellular communications continues to grow rapidly, still there is much room for expansion and enhancement of data services-- Mobile banking in Puerto Rico presents an excellent opportunity for growth in communications services. One stated corporate goal of America Movil is to promote the use of mobile data services among the rapidly-growing population of middle class consumers, and the CelStar mobile-banking initiative appears to further such a goal-- Economic, demographic and technological factors are strongly in favor of a provider that can bring a winning mobile banking initiative to this under-served niche of the Puerto communications market. The enhanced functionality available through CelStar is expected to bring many new customers to Comcel and increase retention of existing Comcel customers, as well as to increase airtime usage and serve America Movil's goal of extending data services across a wider customer demographic. CelStar is expected to be welcomed enthusiastically into the Puerto Rican market as the country's prime provider of point-to-point cellular and mobile banking and microcredit services, powered by Comcel, the leading Puerto Rican cellular brand. CelStar has the capital, experience and expertise necessary to build a successful long term relationship with Comcel, Claro, and TelCel in all the markets they serve, including Puerto Rico. (Please see attached selected CelStar management resumes).