ARUBA CENTRAL BANKAqua Spa the Story May20, 2012 The story of Aqua Spa and its short history could never have occurred without the verypeople and their parts being played out. The key components are Aqua Spa, with EmileHassell a 28 year old new College Graduate full of energy, ideas and a dream, Mena Lopez,newly divorced, 23 years a Skin Care business owner, a company she started with her ex-husband Rudy one facial at a time from a bedroom in their home, MetaCorp a multi-milliondollar multi-business operation with a history of a particular type of business practice thathas built quite an empire, well-known to those active in the business community and ArubaOrco Bank with all the power and trust vested to a community Banking Institution.Emile and Mena had hopes and dreams with little street knowledge of what power Banksand Businesses held if they were to work together suspiciously against a third partiesinvestment. You begin to get an uneasy feeling early on as you read the very first documentintroduced to the process as Mena and Emile began their search for capital. When you readthe Lease Agreement between Aqua Spa and MetaCorp, presented to Aruba Bank in May2007 you see the plan begin to take shape that eventually would see Mena Lopez divorcedand alone now trust Aruba Bank to all her wealth to a Contract signed in the middle of aneconomic down turn known to Aruba Orco Bank. Aqua Spas and Aruba Bank’s sharedInvestment was attached and bound to a lease agreement with MetaCorp that was sorestrictive it made the Investment radio-active, impossible to sell, considerably reducingthe value of that Spa even before the loan contract was researched, approved and releasedto Aqua Spa by Aruba-Orco Bank for their signature. Line Items 23.4 through 23.7 of theLease Agreement gives the right for MetaCorp to take over the Million Dollar plus Spawithout paying a dime if those conditions were met.This way over-the-top contract language is considered a choke or predatory leasing in thebusiness world. With that aggressive lease agreement in place as the cornerstone to thisloan, fully researched and approved, with the loan agreement solely written by ArubaOrcoBank with all the resources that their team of banking personnel and attorneys had at theirdisposal,the plan continued to move forward.The Loan language is tilted heavily in thedirection of the collection of collateral with Aruba Orco Bank’s standard protection for thedisbursement of funds diminished or completely removed. By any standard of Normal andAccepted banking practices, by the Fiduciary nature Aruba Orco Bank had towards AquaSpa, Mena and Emile and their many Investors, this particular action went beyond justnegligence. There were multiple investors money already in that Spa including the Bank’smoney Aruba Orco Bank disbursed to Aqua Spa.A Bank employee Sharon
Frankelwhomsat on that Aruba Bank board that approved that Lease and Loan in 2008,asked Emile in 2011 how he could have signed such a lease agreement. She asked him if hehad even read it. Emile answered yes I did as did you and your Aruba Bank Board going asfar as to pledge it in the Loan Document.She was not happy as her attempt to distanceherself and the Bank from that decision backfired as Emile correctly stated the truth. The PlanThe plan, when put into play required full cooperation of all the parties. Aqua Spa musttake on the risk, do all the heavy lifting of the construction of the Spa, back it with all thewealth they owned including all bank accounts, plus a personal guarantee.(There werecritical parts of the contract that were negotiated in the pre contract meetings and agreedupon by all parties but were changed by Aruba Bank in favor of Aruba bank and againstAqua Spa’s best interest when the contract was passed for signatures.)Never once didAruba Bank notify Aqua Spa that what was verbally agreed upon in their pre-contractnegotiations was now changed in the written contract. When Mena and Emile went back todiscuss the changes Aruba Bank had madethey were told by Suzie Wong“you cannotchange a contract once you sign it.” When the Renaissance alleged boycott eventuallycleaned out the Aruba Bank accountsitmade it near impossibleto secure counsel. This wasthe primary goal before Aruba Bank moved to close the Spa and hand it over to theRenaissance. The problem the Bank and MetaCorp had is they never counted on outsideinvestors to pay for the attorneys or keep the business a float so the truth could be heard.The Renaissance Hotel must do whatever they could to stop the marketing and clientalfrom reaching the Spa cutting off its promised lifeline,while the bank must wait in thewings and quietly let the boycott have its desired effect of tapping all available cash. Manytimes in the immediate months prior to the illegal closing of the Spa,Aruba Bank askedMena and Emile were there any investors who could provide cash infusion?It is suspectedAruba Bank wanted any cash to be spent down to eliminate the ability of Aqua Spa to usethat to seek an attorney and pursue the Bank and Renaissance in a court case. In lateNovember Aruba Bank told Emile that this was the time to go all out. He was to reallydecorate the Spa in festive Christmas atmosphere. At the same time they said this, they alsoasked Emile to make 6 month projections. At the same timeAruba Bank’s attorney wasalready moving in the Courts to lockdown whatever collateral Aruba bank could get theirhands onto. There were hints from Banking people that they suspected Emile was movingassets away to an offshore company. Thishas been proven illegitimate as the books Emilekept were impeccable and research into the accounting proved every penny went into thebuilding and running of that Spa.When Aruba Bank removed their standard protective language in the loan, when noindependent supervisor was appointed, the Bank also took on thepotentialconsequences of their actions. It’s incredulous for them to now becomplaining “where did all the money go?”The Building Process
During the building process there was little oversight by Orco-Aruba Bank and the 3million dollar USD investment they put at risk. "Studio Eight" was introduced by MetaCorpas theConstruction Supervisor, the only one whom could do the job within the budget anddeliver it on time. Studio Eight had been the Contractor already on the project forMetacorpthe same people that allegedly carried out the boycott of Aqua Spa and pulled thelease agreement on Aqua Spa even while all lease payments were up to date. They were not“Independently appointed” by Aruba Bank as was required in the loan document lineitem 16.. As "Studio Eight" conducted its email business with Emile all of "Studio Eights"emails were sent directly to MetaCorp but not one wasCCdand sent to Aruba Orco Bank?The contract with "Studio Eight" and Aqua Spa held no penalties for cost overruns ormissed completion date penalties which are standard in Bank Financed Constructionprojects.This is a glaring oversight by Orco-Aruba Bank that reeks of potential malfeasance asMena and Emile were brand new to any Construction and borrowing of money forsomething like the building of a Spa. Theyhad no idea what can happen on a constructionproject as contractors seek to increase their profit. The Spa was built running 35% overbudget and took twice the time to build. With Standard Banking protective languagemissing and the Bank a non-participant in the construction oversight it was grossnegligence and simply off the map behavior for any Banking Institution or anyone who isdisbursing public’s money or works within Standard and accepted banking practices. Itwas a recipe for disaster for Aqua Spa and ArubaOrco Bank’s Investment. The normalexecution of the loan from the very beginning was in trouble simply because standardaccepted banking practices were abandoned.There is a suspected likelihood that ArubaBank did not make a mistake by reducing the safety net they had already in their standardlanguage,it’s suspected that they were not looking to see the loan through the normalprocess but collect the collateral only. Remember at this time the Bank thought they hadfull access to Mena’s investment in Jardines and Mena’s Skin Care. Their inadequateattempt to secure the collateral only became known to them as Orco Bank revealed in anemail in 2009.The Bank Warns of Auction 150Days after the Opening A hint of their suspected intention was delivered on September 8, 2009 only 150 daysafter the doors were opened to the Spa while all bills were being paid. Giselle Giolloaccount manager for Orco Bank told Emile that theres a chance Aqua Spa would have to goto auction? The very next day an Executive Director from Aruba Bank who flew in the
very next day told Emile "Your Mom has lost it all."No Bank talks to their clients in thismanner. This is a Banking Institution that is crying out for an OUTSIDE INVESTIGATOR tosee what this type of business approach is really saying. Are they in the Collateral collectionbusiness where they can make a return quicker and trump their capital gains?Giselle Says Thats WhyBruce is here"Studio Eight" received an additional 10% for supervision on the Aqua Spa project to allsub-contractors work in addition to their basic fees. Since there were no penalties formissed completion dates or protection clauses to Aqua Spa or the Bank’s Investment forcost overruns the projects costs exploded beyond the original scope estimated by “StudioEight." As the project progressed all those with work on the site had numerousopportunities to trump their costs as with no penalties or independent supervision itseemingly became an opportunity too tempting to resist.Early in the constructionin September 2008,Emile, Mena and the Credit Manager for OrcoBank, met for a walk-thru of the now in progress Aqua Spa project. During the walk-thruMena asked her "is it not so that the bank is to put a Project Manager to watch what isbeing paid for is truly being delivered." She answered "Thats why Bruce from "StudioEight" is here. With no Independent supervision by the Bank, the Spa then was built to the whim of theRenaissance including multiple reminders that Aqua Spa must invest at least 2 million ANGwith never any input or oversight by the lender Aruba Orco Bank. With Emile and Menaunwary of what was about to take place, the stage was set and the plan continued to beexecuted with cost overruns and missed completion dates no longer a worry but now a goalas the costs ballooned. The opening of the Spa was delayed and Aqua Spa was forced to paylease payments to MetaCorp as they failed to open on the required date. "Studio Eight"continued to trump their original bid with all the cost overruns. During the meeting withStudio Eight about the Spa Job, Bruce agreed that the delivery date of November 23, 2008would happen on time. That did not happen as the Spa was delivered over 4 months lateApril 3, 2009, 35% over the budget tapping out the day to day operating capital needed toallow the business to function properly after the Spa opened.When Emile and Mena went to the Bank for emergency additional capital forthe actualstartup and operations, the Bank declinedto help at a very critical timeforcing Aqua Spa toimmediately seek outside investors help. The cost overruns can easily be traced to thepulling of the "Standard Disbursement of Funds restrictions” for all loans from ArubaBank. The absence of an Independent Construction Supervisor is another glaring
oversight. Why did Aruba Orco Bank take down common standard safety restrictions thatwould have prevented these overruns? As of May 2012, the bank continues to try to silencethe voice and cut the legs out from under Aqua Spa as they go through the court to seekrelief for their shared lost investment. The money Aruba Orco Bank is seeking is and alwayshas been in the nowoperating Okeanos Spa. This lack of pursuit of that investment byAruba Orco Bank yet they are saying we want our money back, is highly suspicious innature.Why has the Bank never supported Aqua Spa and the investment or pursued theInvestment where it’s now operating? Why would De Veer pull the lease agreement andtake on the liability of the 15 year potential earnings law suit? No Bank closes their$3,000,000 Dollar invested operating Spa then sells it for $40,000 two months later to thesame people that they were at odds with just months earlier. To come in and kill a Spa witha cliental base of 5000 and growing in the height of the busy season then let the Spa sit idlefor two months then sell that Spa two months later in a suspected sham auction for lessthan 3% of its invested value speaks of suspected collusion and Loan fraudas two bigentities work together in an alleged enterprise to steal wealth from the people they aresupposedly conducting business with. That would be the equivalent of the Bank kicking youout of your 300K home then sell it for 4K to the landowner of the property the house wasbuilt on and say that’s all we could get. It is simply not Bank regulation possible?Ron Is Fired Eddie Moves InThe original General Manager of MetaCorp and Emiles contact person was fired withindays of the opening of the Spa and later replaced with Eddie De Veer, Eduardos son. Hisbusiness style was quite different than the previous. Eddie immediately rescinded allverbal agreements with Aqua Spa and began a process of a very hostile businessrelationship that even denied written agreements made including a systematic approach todeny marketing of the Spa and the clients from the Hotel that would provide. Part of themonthly lease payments made by Aqua Spa to Metacorpincluded Marketing costs. Thisboycott of verbal and written agreements continued and culminated in the pulling of thelease agreement a day after the Over-the top entry by Aruba Bank on December 22, 2010.This entry took on the look as if Aruba Bank no longer owned that Spa or cared about itsinvestment or that of the investors. It looked suspiciously at this point that the bank hadconsummated a deal already. A month later Aruba Bank advertised one day in the paperand sold the inventory for $40k USD supposedly giving the 3 million US dollar Spa toMetacorp for less than 3% of its potential value? Why did Aruba Orco Bank never seekpayment for their loan by going after where that capital went? Why did they sell thatinventory and release ownership of that INVESTMENT to the Renaissancewhen back onFebruary 16, 2010 Giovani Anthony stated in an email “our board has decided to back youin your case against the landlord” the very same entity.There were many cases of fiduciary breaches and multiple acts of negligence in therelationship between Aqua Spa, MetaCorp and Aruba-Orco Bank that are documented andsupported by evidence in the main body of the case. At no time did Aruba BankEVERprotect the Aqua Spa investment. They never warned Mena or Emile that the Lease
Agreement was radioactive and would make it impossible to sell that Spa if they got intotrouble. They never told Emile or Mena that Metacorp had a history of predatory activitytowards their tenants yet put 3/4 of a million dollars of the Bank’s money and 3/4 of amillion private capitalsUSD at risk while they removedthe protective language that couldhave potentially stopped the cost overruns. The Fact that the cost overruns and the impactthey had on the business were never addressed in any contract language with theConstruction Supervisor, nor did the Bank provide an Independent person as it was the oneand only standard language protective mechanism they didnot remove in that loandocument cries out for the court to ask why?All of these Fiduciary breaches and acts ofnegligencewhen combined together constitutes a level of behavior that goes beyondgrossnegligence as Aqua Spa’s business was killed along with any opportunity to return thecapital they borrowed including that of outside investors both from Aruba and the UnitedStates.On the Day of the entry by Aruba Bank at the time and style they produced their entry, theway they treated the clients and staff, the damage that it inflicted to the Investment, thecloud it created over that Spa in the community and the fact they were later found talkingand laughing with Eddie De Veer as employees were ushered out being told that the Spawould be closed, losing their job and income just days before Christmas is simplyunacceptable from any Banking Institution. That act along damaged Aqua Spa and theAruba Bank investment beyond reasonability or repair.3 Million Dollar plus Spa for $40K It’s evident that from the results of the closing of the Spa and subsequent selling of that 3million Dollar Spa for 40K USD to the Renaissance in a one day notice sale a Bailiff dubbedas highly unusual indicates possiblecollusion? It was a public auction and according to astatement from another beauty specialist who wanted to make a bid, everyone who hadcome felt they were taken for a ride because apparently there was already an agreementthat Renaissance would buy the business. Why would a Bank not seek the maximumpotential worth for their investment? How can they complain about promised collateralthat they used in securing two different loans only to see their forced sale of that firstproject also diminish the value of the second loans collateral? How can they complainabout their loss when they sold a 3 million dollar asset for 40K in a one day advertisedsale? This act of gross negligence borders on highly suspicious behavior always againstAqua Spa and in the favor of the Renaissance. In the US their actions would easily borderon criminal in nature and require a deeper independent investigation beyond the sphere ofthose influenced by the players present. The interviews that have been conducted in thelocal Dutch Antilles community seem to indicate that this business approach is a standardthat has gone on for several years. In the US this type of operation would fall under theRICO act and would step it up to a federal crime freezing all their assets to research pastactivity as they are potentially ushering their capital into off shore accounts and reducingtheir tangible retrievable assets. In this case Aruba Bank cannot do this. Metacorp alreadyhas.
Giovani Anthony Says We SupportYou in Your Case During the life of Aqua Spa the boycott was evident to even the Bank yet Aruba-Orco Banknever supported their efforts only paying lip service on February 16, 2010 in an email fromGiovani Anthony where he stated that "Our board has decided to back you up your in yourcase against your landlord, but we cannot attend the meeting" making reference to themeeting with Eduardo relating to promises and contract language not being kept that werechoking the life out of Aqua Spa.Just 3 weeks later Giovani Anthony, Aruba Bank’s Corporate Special Asset Managerproduced the "Loan Takeover Agreement". He pressured Mena on multiple occasionsthrough multiple means to sign it, presenting the agreement as the same contract as theoriginal Orco Bank contract and that no amendments could be made. The contractcontainedmultiple language changes in favor of Aruba bank and detrimental to Aqua Spa.There was also a revisit of the same 3.378 share language that Mena had earlier said wasnot correct and that email on October 2, 2009 where Orco Bank signaled that they alsounderstood. On May 5 2009 several months earlier Mena stated that there was never a timewhere she owned more than 1.689 shares of HJC. Even with that knowledge again GiovaniAnthony on March 5 2010 told Mena she must sign this "Takeover Agreement" in order tosafely move the loan and the securities back to Aruba bank. After consulting an attorney,Mena found out that she was being asked to sign a document that did not need hersignature for the loan to be moved but in fact was being asked to sign a fraudulentdocument that would have entrapped her and filled in all the gaps that exisisted inoriginal poorly researched and written Aruba Loan document allowing Aruba Bank to seizeeverything that Mena and Emile owned or would own in the future making them slaves forlife.What Kind of Banking Is ThisAs you look at the body of evidence, as you read the transcript of the case and witnessesaccounts and begin to try and reconstruct the process, it becomes painfully clear thatstandard and accepted business practices were not followed causing that loan to take onan unacceptable level of risk. There was a relationship from Aruba-Orco Bank to Aqua Spathat was fiduciary in nature. Aruba Bank installed Mark Noreen to help the Spasrelationship with the Renaissance but yet he could not talk with the Renaissance?MarkNoreen did ask Mena and Emile in June of 2010 at a meeting in his office on Aruba if theycould change their product line to Pevonia from the Neoderma? Pavonia is the sameproduct line that Okeanos Spa has and is using in that Spa in Curacao. It looks as if MarkNoreen was nothing more than the Banks inside person as the Renaissance and ArubaBank were suspectedat that point to be in discussions about the price that would be paidby the Renaissance to the Bank since they now realized the forced auction of the collateralremoved their target in the original game plan. There was aFiduciary relationship from
MetaCorp to Aqua Spa that Meta Corp breached on many occasions along with the illegalearly pulling of the lease agreement. From day one to this day not once has Aruba-OrcoBank ever protected the Investment they shared with Aqua Spa. In that atmosphere theboycott was carried out with Aruba Bank being no threat to the Renaissance yet holdingAqua Spa in place while waiting for the Boycott to kill the business so they could gather upthe collateral they so poorly secured. Contractors win, MetaCorp the Banks partner in thisgame gets the finished 3 Million DollarSpa complete to their specifications for $40K, ArubaBank collects on all the collateral they thought they had while Aqua Spa dies voicelesslosing everything. There is an additional recording and signed and notarized documents bythe bailiff hiredby Aruba Bank declaring that on December 7th 2010 he was instructed tobegin the process of calling in that loan. At the same time Aruba Bank employees weretelling Emile to produce 6 month projections for the business. They even went as far as totell him that it was important for him to decorate this Spa in a festive Holiday spirit, toreally go all out and do it up right. What effect could an operationlike this have on commerce and banking in the communityif allowed to continue? The fact that this looks suspiciously to be cooperation betweenMetaCorp and Aruba-Orca Bank cries out for a more thoroughoutside investigation. Thiskind of business approach would possibly have to have Central Banks approval asinterviews within the business community reveals a pattern established with a trail ofvictims not as lucky as Aqua Spa as their stories never were presented in court. There areplayers in this game that sit on boards of Banks. The Banking system here in the Antilleswas alreadysuspected prior to this story. The evidence here is just an indication of apotentially bigger problem that maybe present and a system that is at work controllingcommerce, illegally acquiring peoples capital and wealth with approval of people possiblybeyond the players present. This information and evidence is in the hands of an attorney inthe US and is waiting for directives as money supporting Aqua Spa has been wiretransferred from Banks within the United States.