Replies to post #20178 on Meso Numismatics Inc (MSSV)

[Talc Moan]

Oriens Travel & Hotel Management (OTHM)
Operator of the Hotel Pure Brand

Business Operations, Inquires & Exciting Endeavors
Shareholders of OTHM,

A very exciting year is in the making!

From Merger/Acquisition to Audit and up-listing… from a re-launch of the Hotel PURE brand to the unveiling of the standalone booking engine… and let’s not forget, Oriens & Hundley Associates Costa Rica shareholder event. The future of Oriens has never looked so bright… with anticipated values beyond measure.

Today my friends, begins the journey of a new and improved OTHM.

I’m talking about:

Millions of dollars in assets;
Trading on a senior exchange;
Immediate and new revenue sources;
Significantly strengthened management;
Millions of dollars in capital investments;
Refocused business model with a new and accessible target audience; and,
First ‘PURE’ properties to be financed, developed, owned, managed and branded
If you do not yet know where we are going, then either you have not been paying attention, or you just were not yet a believer! Either way, you are behind and better catch up before the O train leaves this station.

So, All aboard…

First Stop, BC Legal Suit

British Columbia Securities Commission (BCSC)

The situation first stems from the BCSC requiring Oriens, a U.S. corporation, to file a prospectus with the BCSC as an OTC reporting issuer in British Columbia. Oriens unfortunately did not comply with this request. Consequently, in Canada, and on those exchanges associated with or influenced by the BCSC, a “Cease Trade Order” (the “Order”) was imposed by the BCSC – preventing Canadian investors from investing in the U.S. entity, Oriens Travel & Hotel Management Corp.

What we are experiencing, in its most basic form, is not isolated to Oriens. The Order is in no way an indication that a U.S. company is operating inappropriately within the U.S. It simply means that because the U.S. company is operated by residents of Canada, and/or the majority of its shareholders are Canadian citizens, the BCSC has organized its rules to impose control and offer a “quasi” regulation over the U.S. Company via its Canadian executives, affiliates and insiders; thus, requiring the filing of a prospectus and paid fees to the BCSC.

NOW, that being said…, that was the simple part. Where it become a bigger issue is the alleged transgression concerning the sale of shares to Canadian investors.

In October of 2010, the executives of Oriens caused the U.S. Company to issue shares to persons they believed to reside outside of Canada – where the BCSC Order carried no jurisdiction. These persons indicated they resided in Asia and entered into agreements with the company via its executives. However, Oriens’ executives were misled, and in fact, these persons later suggested they were actually Canadian citizens. Thus, creating the current conflict and reason for the ongoing legal matter we have endeavored to fight.

No final decisions have been made as yet. We do believe that whatever position the BCSC takes, its determination will be fair and appropriate. We do hope to hear something shortly so that we may put this matter behind us.

However, the reality is, whatever penalties are levied, will not directly affect Oriens’ U.S. based shareholders. Further, in a total effort to improve the overall position of the Company globally, we have committed to (i) taking Canadian recommended business classes for publically traded company officers residing in Canada – of which we have completed, (ii) take personal responsibility for any penalties imposed, (iii) have Oriens file a prospectus with the BCSC as an OTC reporting issuer in British Columbia within the second quarter of 2014, and, (iv) adhere to BCSC requirements.

Adhering to all rules and regulations, across all boarders, is very important to us. As an emerging international Company, we aspire to observe all international laws, rules and regulations despite any misguided perceptions that the foreign matter may not pose an issue for U.S. based shareholders.

As seen here, matters such as the BCSC case can be easily misconstrued, taken out of context, and, most importantly, effect an isolated group of shareholders. Thus, with committed action, and hopefully the blessings of the BCSC, sometime within the second quarter, we expect that Canadian shareholders may once again have the ability to trade Oriens shares.

Next… Registered Agent

Is it Ron Coleman or Ken Chua?

During my time of bereavement, while most of you were very supportive, of course there were some ‘naysayers.’ Negative comments emerged from the usual voices of peanut gallery regarding my personal life – of which I chose to share only because after a point, it began to effect daily operations. Interestingly enough, many of those comments revolved around our registered agent at the time; Ron Coleman.

Simply put, Ron Coleman and Ken Chua are absolutely not one in the same. To claim so without merit or proof is slanderous and despicable. Nonetheless, due to the brewing merger/acquisition with Hundley Associates, the timing couldn’t have been better. Thus, we have changed our registered agent from Ron Colman to CSC (Corporation Services Company).

In anticipation of completing our merger/acquisition with Hundley Associates, and refocusing our business model and efforts to the rapid growth and expansion internationally, CSC provides us the best flexibility – as our registered agent – to do so. Therefore, for both our growth, and, the sanity of our long-term supporters, making the change was extremely beneficial.

Next… OTC Markets’ Current Filer Status

Filing Disclosures via Long Form – Yr. End (ETA: February 28th, 2014)

The most important thing for shareholders to be mindful of is, pinksheet companies do not have to file to achieve ‘Current Status,’ nor file at all in certain instances. However, I think we’d all agree that in doing the bare minimum just to get by, speaks profoundly to mediocrity. Well ladies and gentlemen, Oriens is anything but mediocre; 2014 will certainly show evidence of this.

As you all know, we set out to complete the “long form” to achieve the OTC Markets’ Current Filer Status nearly six (6) months ago. Naiveté showed itself as the assumption we could complete this task with the filing of the QT3 disclosures was a mistake. So we filed the 3rd QT without achieving the Current Status.

Please be mindful, indeed we could have filed back in 2013 simply for the sake of achieving Current Status. However, when it would have come time for an audit, the integrity of the Company would have been severely compromised. With all of the events we knew lived just over the horizon… events that should come to fruition over the course of the next four months, we knew that we had to do it right the first time.

So that is what we set out to do. With that, we retained an accounting firm with plenty of experience assisting micro-cap companies to organize financials, present disclosures impressively, and be audit ready. While this was an expensive solution, the time and money it will ultimately save during the upcoming audit will be well worth it.

All that being said, we now expect to file our Year End (2013) Disclosure via the ‘Long Form,’ on February 28th, 2014 – achieving the Current Filer Status.

Next… Authorized Share Reduction

Reducing Authorized Shares

This has been a point of contention as there seems to be a complete misunderstanding of how a cap structure should be properly organized. In short, the current authorized share structure insufficiently supports the current debt obligations. Thus, in order to accomplish this reduction, intensive negotiations had to occur with creditors, whom over the years, have invested millions of dollars into this Company’s development. To deliberately impede our own ability to service our debts would abscond us from good and decent business practices.

So we’ve negotiated intently. In light of the recent LOI with Hundley Associates, we have come to an agreement in principal with our debt holders. This arrangement, contingent on formalizing the merger/acquisition with Hundley Associates, will allow us to reduce our authorized shares by between 300 million and 700 million shares.

We expect to formally initiate this reduction during the first 60 days of the second quarter; thereafter the merger/acquisition is fully consummated.

Next… Inoperable Branded Site Segments (Hotel PURE)

Booking Problems

Over the years, Oriens’ Hotel PURE brand has signed up more the 50 hotels and bed & breakfast properties to the Hotel PURE brand. These properties spanned from areas of Central America, the United States and Canada. However, in transitioning our business model to become a more focused operation, we began to phase out many of our U.S. & Canadian accounts to concentrate on our good fortune in Costa Rica and Central America. This gives reason to the evolving Hotel PURE site.

While the differences are not as noticeable visually, operationally, the changes will be distinguished. As we bring the merger/acquisition to a close, the expansion of properties to join the brand could be explosive.

The new and fully revised and operational Hotel PURE site, will be up and running during the first 60 days of the second quarter.

Next… FROL (Friendly Reservations Online)

Stand Alone Booking Engine

FROL’s redevelopment as a ‘stand-alone’ booking engine, outside of the Hotel PURE brand, is really and truly exciting! With the Mobile App add-on, PayPal and Google Pay add-ons, as well as the new prospects emerging in a region of Central America not yet saturated with other online hotel search booking engines, on the back of the pending merger/acquisition, Oriens will have a unique opportunity to rapidly deploy its new FROL down the western coast of Costa Rica. And that’s just for starters!

Oriens expects to see revenues flow richly from the re-launch of the FROL as access to hotels, restaurants, entertainment venues, and other hospitality options quickly sign onboard as a result of the ‘marketing machine’ which accompanies Hundley Associates.

Next… Merger/Acquisition

LOI with Hundley Associates

This is one of the most exciting things to have occurred for Oriens within the past five years. It is certainly one of the most valuable!

This relationship will set the tone for an evolved business model, a focused direction, a well-heeled and experienced executive management, and, quite possibly, will put Oriens on track for super sustained growth in 2014. While we cannot yet disclose the details of the transaction, what this deal represents for Oriens, and its shareholders, are unprecedented value prospects.

In short, should this merger/acquisition conclude as expected, OTHM will become the benefactor of millions of dollars in hard real estate assets; developmental land and improved property. Oriens will benefit from a new and additional source of revenue and have an ‘on-site’ marketing machine to launch and market both the new FROL technology as well as the revamped and redirected Hotel PURE brand, throughout the entire country.

This gives Oriens a significantly greater amount of exposure and positioning power within the marketplace. Certainly much more then when we operated scattered throughout the States and Canada. Focused in this fashion will strengthen the technological value of the FROL. It will create a strong and competitive brand in a centralized region of the America’s. It will also allow Oriens – via its new executive management team – for the first time, to develop, build, brand, own and operate fully, its own properties.

The value of this merger/acquisition is enormous and we do not plan on wasting any time. We expect to bring these negotiations to a formalized agreement by the end of QT 1.

Let’s Not Forget Capital

$300k to $35 Million – Interest & Commitments

Even ‘pre-LOI’, Oriens fielded several investment meetings around the theme of the Hundley Associates merger/acquisition. Discussions around deploying responsible investment vehicles to raise as little as $300k, to as much as $35 million, have been entertained; with several commitments on deck. Now with the LOI in place, Oriens can begin solidifying some of smaller capital raises in the interim, to begin focusing on operational needs, technology roll-out and the PCAOB Audits. Yes… you read correctly – PCAOB Audit.

Perfect Segway… Uplisting

PCAOB Audits

We’re not going through months of fiscal organizing simply to achieve a ‘Current Filer’ status with the OTC Markets. We’ve engaged and paid a top rated micro-cap savvy accounting firm to lead the charge on our fiscal organizing. This is partly the reason for the months of delay in achieving the ‘Current Filer’ status. It has been an eye opening experience going through this exercise, but as our accountants have stressed time and again, “do it right the first time.”

“Doing it right” means, having our affairs in order, so that when the time comes, an auditor can’t poke holes in it and the Securities & Exchange Commission acknowledges it. Why? Because we plan on immediately initiating the up-listing process thereafter the merger/acquisition is formally complete.

To this end, in addition to our new accounting consultants, we have retained additional counsel, and, we have already identified an auditing firm of choice. The auditor will be engaged and paid within 30 days of our filing the Year End Disclosures and achieving the Current Filer status.

Oriens will not be a pink sheet company come 2015. The only question will become, “where do we up-list to,” as the options may be many.

NOW… Let’s Have Some Fun!

Shareholder Event!

How often is it that a Pink Sheet company extends an invitation to its shareholders to come visit and ‘kick the tires?’ Well…. you’d know better than I. But all I can tell you is this…, a shareholder event will rarely be this much fun!

Essentially, Oriens and Hundley Associates is planning on hosting an event for Oriens shareholders and the investment community. This event will act as both a shareholder meeting and a corporate celebration; celebrating the completion of the merger, re-deployment of the Oriens’ business model, and, the future of the new Company. This is going to be a blast!

We’ve already begun discussions with event coordinators. We’re looking at airline transport to Costa Rica, tours of [what will be] Oriens’ newly owned properties and those affiliated properties, lodging at Daystar Properties’ condo hotels, and, a beach celebration. Of course, we’d take care of business as well – having a shareholder conference. There (at conference), we would lay out the future of the new Oriens. We’d introduce our shareholders to Mr. Pat Hundley and the Hundley Associates staff. We may perhaps even provide a demonstration of the FROL’s technology advancements.

This shareholder event will be fun, informative, exciting, but most importantly, revealing. The “devil is in the details,” so it is said. What better way to purge yourself of the evils of the microcap markets, then to come to paradise, and witness the wonders of a real micro-cap company growing and in action!

We expect to announce the date of the shareholder event within 5 days of formalizing the merger/acquisition – slated to be complete by the end of QT 1.

Conclusion

What is going on at Oriens today is clearly setting the tone for a totally different, improved, and, much more valuable Oriens tomorrow. We are on the cusp of delivering to our shareholders a multi-million dollar hospitality, technology and real estate development firm. A company that will be co-guided by one of the industry’s most talented developers. A company that will employ some of Costa Rica’s most talented real estate executives, marketers and technology professionals. This along with a stable of experienced international consultants and advisors from around the world, will help to define and maintain a steady pace and trajectory for OTHM.

That is what we expect of the ‘New’ Oriens. This is what your New Oriens will be! Are you ready? We are! See you there

Happy Valentine’s Day Shareholders, Supporters and Friends of Oriens.

Thank you.

Sincerely, Ken Chua, President

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