A) Health Care: The Global Individual Mandate.

The status of global health care is a policy area that governments will focus on in the

next few years. Access to affordable health care is limited throughout the developing world.

According to the World Health Organization, over 400 million people lack health insurance and

access to health care in the world. These individuals contribute to the rising cost of care because

of the high cost of emergency care when they get sick. Most of these people cannot even access

emergency care and end up terminally ill or fatally ill. The economic effect of having over 400

million people uninsured in the world is that it negatively effects demand for medicine and

pharmaceuticals. Biomedical companies have the capacity to meet the supply needs for this pool

of uninsured people but lack of health care coverage means lack of financial security for most

people.

In this section is will introduce the public policy problem to be addressed by the

international community. The main problem is lack of health care insurance. Currently 400

million people in the world lack health insurance. This creates a problem in health care

economics because of the high cost of emergency care. The policy goal of governments around

the world should be to provide health insurance to cover primary and preventative care. This will

lower health care costs around the globe and will improve the health of many low income

individuals in poverty.

The United Nations General Assembly is a governing body that can address this policy

problem. A resolutions should be introduced that includes an individual mandate for citizens of

1|P a ge
member states to purchase health insurance. This individual mandate would be enforced by the

World Health Organization with financial penalties for individuals that do not purchase

insurance. This mandate would create an insurance pool of over 400 million people which will

provide significant revenue for participating health insurance companies. A resolution should

also include the creation of an international health care exchange where insurance products can

compete and keep premiums affordable for individuals and governments. On this international

health exchange should include a public option administered by the Director General of the

World Health Organization that provides a basic health insurance policy that low income

individuals can afford. This resolutions should also include patient protections like the

elimination of pre-existing conditions and biomedical ethics to be followed by health

professionals.

The World Health Organization would be directed to partner with local health

ministries in developing nations to implement the individual mandate and enrolling people in the

public option to be offered on the exchange. A problem persists in the public budgets of these

nations. It will be a problem for governments that struggle financially to provide subsidies to

people who cannot afford insurance. Global institutions like the International Monetary Fund and

the World Bank can provide low interest loans to governments in order to subsidize health

insurance premiums for low income individuals. This will create a significant revenue stream for

participating health insurance companies and should be able to provide coverage for the 400

million uninsured individuals around the globe. Corresponding legislation in each government

might be needed for implementation of this program. Especially for policy provisions like the

individual mandate or a special tax on high end insurance policies enjoyed by wealthy

2|P a ge
individuals. The United Nations General Assembly has the jurisdiction to create an international

law and to enforce this law but corresponding legislation might be needed by local governments

around the world.

A successful method should be available to evaluate this proposed policy. The

Director General of the World Health Organization should be directed to collect relevant data on

health care statistics. This would include the number of people insured under the public option.

An analysis of health insurance policies offered on the international exchange. An analysis of

health care costs affected by primary and preventative care. And a directive to local governments

on enforcement of the individual mandate. The Director General along with the World Health

Assembly is responsible for administering this program.

Addressing global health care and coverage for developing nations is a major policy

goal. Coalition building is important to ensure success of the program. Global institutions can

play a role in addressing the policy problem. The Count Consulting Group will be working on

building a global coalition to ensure that health care is available to everyone who seeks it

regardless of economic situation. A critical part of this coalition will be health insurance

companies organizing into a conglomerate to offer a public option based on revenue gained from

an individual mandate. The Count Consulting Group will be the mandated lead arranger

organizing this insurance conglomerate.

3|P a ge
 B) Global Rice Farming and General Agro-Business: Competitive Advantages.

Production:

Nigeria is the 17th largest rice producer in the world at approximately 3.6 million tons per year.

This represents 0.6 % of global rice production. West Africa produced 7.2 million tons of rice in

2008. Nigeria, as the largest rice producing nation in the region, accounted for 48% of West

Africa’s rice production. It is accurate to conclude that Nigeria holds a comparative advantage in

rice production Among West African nations.

Consumption:

West Africa currently holds 8.4% of world rice imports. The rate of consumption has

experienced a steady increase over the years due to urbanization and various other growth factors

associated with Nigeria’s economic expansion. Rice consumption will grow annually at

approximately 4.5%. It is accurate to conclude that West African markets will continue to

experience a high demand for rice as a cash crop.

Markets:

The market price for rice was $585.50 per ton in April 2012. This price represents a 1.6%

increase from the previous month and a 7.5% increase since January 2012. The price of rice does

experience slight fluctuations over long periods of time. However the price has increased overall

since the global recession that began in 2007.

Business opportunities:

4|P a ge
Demand for rice is high in West Africa. Nigeria, as the region’s largest rice producer, has a

comparative advantage in this market. There is an opportunity to become a major supplier to the

West African region. Our proximity and geographic location will allow us to harvest, package,

and distribute in West Africa at a lower cost than other major rice producing nations. Eventually

we can even expand our focus and begin exporting to Northern Africa, Europe, and parts of

South America.

Operations:

We need to determine the most efficient way to produce, package, and distribute rice. Important

variables include costs of labor (harvest /packaging), capital (seeds/farm equipment/land), and

distribution (shipping/storage).

This company should focus on wholesale production and not retail sales. We must determine

how much it will cost to produce 100 tons per year. Theoretically, 100 tons per year should yield

approximately $58,550 in sales revenue. This number ($58,550), minus the cost of production

(undetermined), will equal our annual profit at 100 tons per year. I believe this is a realistic goal

for the first 3-5 years of business because it will allow the company to establish itself before we

look to expand the annual production goals and/or move into other cash crops.

Nest steps:

1. Determine the costs of efficiently producing 100 tons of rice per year.

2. Identify how much of an initial investment will be needed to start the business.

3. Identify sources of capital and potential investors.

5|P a ge
 4. Establish a 5-year strategic plan to have our company publicly traded on the Nigerian

Stock Exchange.

5. Identify potential regulatory and operational liabilities associated with rice farming.

C) Technology: Aggregate Data

Generally, data mining (sometimes called data or knowledge discovery) is the process of
analyzing data from different perspectives and summarizing it into useful information -
information that can be used to increase revenue, cuts costs, or both. Data mining software is one
of a number of analytical tools for analyzing data. It allows users to analyze data from many
different dimensions or angles, categorize it, and summarize the relationships identified.
Technically, data mining is the process of finding correlations or patterns among dozens of fields
in large relational databases.

Continuous Innovation

Although data mining is a relatively new term, the technology is not. Companies have used
powerful computers to sift through volumes of supermarket scanner data and analyze market
research reports for years. However, continuous innovations in computer processing power, disk
storage, and statistical software are dramatically increasing the accuracy of analysis while
driving down the cost.

Example

For example, one Midwest grocery chain used the data mining capacity of Oracle software to
analyze local buying patterns. They discovered that when men bought diapers on Thursdays and
Saturdays, they also tended to buy beer. Further analysis showed that these shoppers typically
did their weekly grocery shopping on Saturdays. On Thursdays, however, they only bought a few
items. The retailer concluded that they purchased the beer to have it available for the upcoming
weekend. The grocery chain could use this newly discovered information in various ways to
increase revenue. For example, they could move the beer display closer to the diaper display.
And, they could make sure beer and diapers were sold at full price on Thursdays.

Data, Information, and Knowledge

Data

6|P a ge
Data are any facts, numbers, or text that can be processed by a computer. Today, organizations
are accumulating vast and growing amounts of data in different formats and different databases.
This includes:

 operational or transactional data such as, sales, cost, inventory, payroll, and accounting

 nonoperational data, such as industry sales, forecast data, and macro economic data

 meta data - data about the data itself, such as logical database design or data dictionary
definitions

Information

The patterns, associations, or relationships among all this data can provide information. For
example, analysis of retail point of sale transaction data can yield information on which products
are selling and when.

Knowledge

Information can be converted into knowledge about historical patterns and future trends. For
example, summary information on retail supermarket sales can be analyzed in light of
promotional efforts to provide knowledge of consumer buying behavior. Thus, a manufacturer or
retailer could determine which items are most susceptible to promotional efforts.

Data Warehouses

Dramatic advances in data capture, processing power, data transmission, and storage capabilities
are enabling organizations to integrate their various databases into data warehouses. Data
warehousing is defined as a process of centralized data management and retrieval. Data
warehousing, like data mining, is a relatively new term although the concept itself has been
around for years. Data warehousing represents an ideal vision of maintaining a central repository
of all organizational data. Centralization of data is needed to maximize user access and analysis.
Dramatic technological advances are making this vision a reality for many companies. And,
equally dramatic advances in data analysis software are allowing users to access this data freely.
The data analysis software is what supports data mining.

What can data mining do?

Data mining is primarily used today by companies with a strong consumer focus - retail,
financial, communication, and marketing organizations. It enables these companies to determine
relationships among "internal" factors such as price, product positioning, or staff skills, and
"external" factors such as economic indicators, competition, and customer demographics. And, it
enables them to determine the impact on sales, customer satisfaction, and corporate profits.

7|P a ge
Finally, it enables them to "drill down" into summary information to view detail transactional
data.

With data mining, a retailer could use point-of-sale records of customer purchases to send
targeted promotions based on an individual's purchase history. By mining demographic data
from comment or warranty cards, the retailer could develop products and promotions to appeal to
specific customer segments.

For example, Blockbuster Entertainment mines its video rental history database to recommend
rentals to individual customers. American Express can suggest products to its cardholders based
on analysis of their monthly expenditures.

WalMart is pioneering massive data mining to transform its supplier relationships. WalMart
captures point-of-sale transactions from over 2,900 stores in 6 countries and continuously
transmits this data to its massive 7.5 terabyte Teradata data warehouse. WalMart allows more
than 3,500 suppliers, to access data on their products and perform data analyses. These suppliers
use this data to identify customer buying patterns at the store display level. They use this
information to manage local store inventory and identify new merchandising opportunities. In
1995, WalMart computers processed over 1 million complex data queries.

The National Basketball Association (NBA) is exploring a data mining application that can be
used in conjunction with image recordings of basketball games. The Advanced Scout software
analyzes the movements of players to help coaches orchestrate plays and strategies. For example,
an analysis of the play-by-play sheet of the game played between the New York Knicks and the
Cleveland Cavaliers on January 6, 1995 reveals that when Mark Price played the Guard position,
John Williams attempted four jump shots and made each one! Advanced Scout not only finds
this pattern, but explains that it is interesting because it differs considerably from the average
shooting percentage of 49.30% for the Cavaliers during that game.

By using the NBA universal clock, a coach can automatically bring up the video clips showing
each of the jump shots attempted by Williams with Price on the floor, without needing to comb
through hours of video footage. Those clips show a very successful pick-and-roll play in which
Price draws the Knick's defense and then finds Williams for an open jump shot.

How does data mining work?

While large-scale information technology has been evolving separate transaction and analytical
systems, data mining provides the link between the two. Data mining software analyzes
relationships and patterns in stored transaction data based on open-ended user queries. Several
types of analytical software are available: statistical, machine learning, and neural networks.
Generally, any of four types of relationships are sought:

8|P a ge
  Classes: Stored data is used to locate data in predetermined groups. For example, a
restaurant chain could mine customer purchase data to determine when customers visit
and what they typically order. This information could be used to increase traffic by
having daily specials.

 Clusters: Data items are grouped according to logical relationships or consumer

preferences. For example, data can be mined to identify market segments or consumer
affinities.

 Associations: Data can be mined to identify associations. The beer-diaper example is an

example of associative mining.

 Sequential patterns: Data is mined to anticipate behavior patterns and trends. For
example, an outdoor equipment retailer could predict the likelihood of a backpack being
purchased based on a consumer's purchase of sleeping bags and hiking shoes.

Data mining consists of five major elements:

 Extract, transform, and load transaction data onto the data warehouse system.

 Store and manage the data in a multidimensional database system.

 Provide data access to business analysts and information technology professionals.

 Analyze the data by application software.

 Present the data in a useful format, such as a graph or table.

Different levels of analysis are available:

 Artificial neural networks: Non-linear predictive models that learn through training and
resemble biological neural networks in structure.

 Genetic algorithms: Optimization techniques that use processes such as genetic

combination, mutation, and natural selection in a design based on the concepts of natural
evolution.

 Decision trees: Tree-shaped structures that represent sets of decisions. These decisions
generate rules for the classification of a dataset. Specific decision tree methods include
Classification and Regression Trees (CART) and Chi Square Automatic Interaction
Detection (CHAID) . CART and CHAID are decision tree techniques used for
classification of a dataset. They provide a set of rules that you can apply to a new
(unclassified) dataset to predict which records will have a given outcome. CART

9|P a ge
 segments a dataset by creating 2-way splits while CHAID segments using chi square tests
to create multi-way splits. CART typically requires less data preparation than CHAID.

 Nearest neighbor method: A technique that classifies each record in a dataset based on a
combination of the classes of the k record(s) most similar to it in a historical dataset
(where k 1). Sometimes called the k-nearest neighbor technique.

 Rule induction: The extraction of useful if-then rules from data based on statistical
significance.

 Data visualization: The visual interpretation of complex relationships in

multidimensional data. Graphics tools are used to illustrate data relationships.

What technological infrastructure is required?

Today, data mining applications are available on all size systems for mainframe, client/server,
and PC platforms. System prices range from several thousand dollars for the smallest
applications up to $1 million a terabyte for the largest. Enterprise-wide applications generally
range in size from 10 gigabytes to over 11 terabytes. NCR has the capacity to deliver
applications exceeding 100 terabytes. There are two critical technological drivers:

 Size of the database: the more data being processed and maintained, the more powerful
the system required.

 Query complexity: the more complex the queries and the greater the number of queries
being processed, the more powerful the system required.

Relational database storage and management technology is adequate for many data mining
applications less than 50 gigabytes. However, this infrastructure needs to be significantly
enhanced to support larger applications. Some vendors have added extensive indexing
capabilities to improve query performance. Others use new hardware architectures such as
Massively Parallel Processors (MPP) to achieve order-of-magnitude improvements in query
time. For example, MPP systems from NCR link hundreds of high-speed Pentium processors to
achieve performance levels exceeding those of the largest supercomputers.

Data warehouse: https://en.wikipedia.org/wiki/Data_warehouse

10 | P a g e
 D) Emerging Markets: Africa

Nigeria as an Emerging Market Economy

Nigeria as an emerging market is possible with an analysis of the Balance of Payments

system of the national economy. In 2017 the economic recession came to an end with the
Ministry of Finance reporting positive growth statistics in the national gross domestic product
(GDP). A preponderance of economic evidence indicates Nigeria is qualified to be classified as
an emerging market in capital markets around the world. This classification is important because
it makes the country eligible for international investment from development banks and agencies.
Development money should be used for infrastructure projects under the existing legal
framework of local governments integrated with the international standards of intergovernmental
agencies and banks. Contractors should adhere to uniform standards protected by the Uniform
Commercial Code which has been adopted by the African Union with the implementation of the
Continental Free Trade Area (CFTA) in 2017. With these structural reforms Nigeria will be safe
for development and investment.
In the United States of America a legal framework exists for international development
and investment. Mainly the African Growth and Opportunity Act (AGOA), along with the
International Monetary Fund – World Bank, and various international agencies and banks. These
institutions need to be guided by the Department of Commerce to facilitate trade and the
integration of uniform standards. The Secretary of Commerce has enormous power over matters
of world trade as it effects West African Nations. The executive branch is uniquely positioned to
execute policy reforms that would increase economic growth and development.
The formula for The Count Consulting Group shall be to focus on five urban
development zones to have an aggregate effect on Nigerian GDP. These areas shall include in no
particular order Bayelsa, Federal Capital Territory, Rivers, Lagos, and Benue. These urban
development zones represent the wealthiest areas of Nigeria and can be considered the safest
investment the country has to offer. We shall specialize in every area of development that exists
and continue to reach sustainable development goals of the local government.
In Bayelsa and Rivers state for example there are many opportunities in clean energy
which is also a sustainable development goal of the local government. The primary source of
clean energy will be natural gas exploration. The state is rich with natural gas reserves that have
gone undeveloped for many years. Natural gas flares from the ground and wastes as there has
been no significant master plan to harness the commodity and increase the power supply for
many Nigerians.

11 | P a g e
 In the Federal Capital Territory there is a significant need for the construction of roads.
This is an infrastructure project that could be used to create jobs for local workers. To build
world class roads we will need grade – (A) asphalt to make sure there is less cost for
maintenance and repair. We will focus our development efforts in Mpape, Abuja which is
significantly underdeveloped. The Count Consulting Group will focus on building roads
equipped with street lighting to improve the area and increase the value of the land.
In Lagos and Benue state there is an opportunity to build a waste-to-energy facility that
can significantly increase the power supply. The amount of waste in the form of trash and other
disposable items can be used to create electricity for the local government. Investing in this
technology will position these two states as primary centers of eco-friendly waste managers. This
will require a significant effort to collect and manage waste in the state. Also will help fight
climate change as the environment will be less polluted and damaged with trash and other
disposable items.
To implement this program we will work through Bayelsa Development and Investment
Company (BDIC). BDIC will assist the local government to issue bonds that can be purchased
by J.P Morgan Chase. We will work with local contractors to ensure the best business practices
and uniform commercial standards. The procurement process should take no longer than six
months to fully plan and execute each development project. We will work with our partners to
make sure the funds are appropriately spent.
There are many metrics to be used to evaluate the program. First we shall use cost
controlling measures to make sure the funds are efficiently used. Also we will keep an account of
how many jobs were created and how many people were employed. We will also work with the
International Monetary Fund to make sure these development projects are in line with
sustainable development goals of the Nigerian government. After the projects are complete we
will work to ensure the government maintains the progress we have made.

E) Memorandums of Law: Buckingham Law

Chambers
To: Secretary Wilbur Ross
CC: Ken Hyatt
From: Saint Jermaine Endeley
RE: The African Growth and Opportunity Act

12 | P a g e
 Memorandum of Law Concerning the Actions of JP Morgan Chase and the New York
Stock Exchange in Removing Nigeria from the Emerging Market Index Fund.

Table of Authorities:

In this case there are prime laws that govern the actions of JP Morgan Chase and the New York

Stock Exchange. First the legal precedent set forth in Licci v. The Lebanese Canadian Bank

gives the United States local standing over corresponding accounts and jurisdiction to act on

international banking transactions. In the case the court defined “conduct that touches and

concerns the United States” is eligible for judicial review in United States Federal Courts.

Secondly the African Growth and Opportunity Act (AGOA) provided policy goals for the United

States and its institutions on the economies of sub-Saharan Africa. In section 103 the Congress

declared “Reducing tariff and non-tariff barriers and other obstacles to sub-Saharan African and

United States trade” to be a policy goal of the United States and its institutions. In this case the

exclusion from the Emerging Markets Index Fund is a non-tariff barrier to trade and investment

into Nigeria. Also in AGOA the Congress required the creation of an overseas private investment

corporation in section 123. The Congress set a minimum capital requirement of $500,000,000

USD to be used for infrastructure projects. In 2014 I incorporated The Count Consulting Group

to comply with section 123 of AGOA.

Third there is the authority of the unified commercial code. Nigeria is a buyer of financial

services from JP Morgan Chase. This guarantees adequate assurance of performance of the bank

in dealing with the finances of the Nigerian government. This right is guaranteed under section

2-609. Also found in the uniform commercial code is buyer’s remedies. This guarantees Nigeria

13 | P a g e
the right to recover damages for failure of delivery of goods. In this case the good is defined as

financial services and the exclusion of Nigeria from the Emerging Markets Index Fund is a

failure to deliver a good to the buyer. This can be found in the uniform commercial code in

section 2-713.

Finally in Endeley v. New York Stock Exchange et al. the courts declared that all complaints of

domestic companies regarding AGOA should be directed to the Commerce Secretary and did not

create a private right to action in federal courts. Judge Collene McMahon stated “ The AGOA

also establishes a procedure for domestic American companies to seek redress for harms

allegedly caused by the easing of trade restrictions on certain sub-Saharan nations. If the

Secretary of Commerce receives a written request from an interested party, such as an aggrieved

domestic company, the Secretary shall determine whether the trade provision at issue is causing

serious damage, or threat thereof, to the domestic industry producing a like or directly

competitive article. If the inquiry is initiated at the request of an interested party, the Secretary

shall make a determination within 60 days of the date of the request. Further, if the President

determines that any eligible sub-Saharan exporter violates the customs procedures set forth in

AGOA, the President shall deny to the exporters, for a period of five years, all trade protections

described in the statute”. This ruling means that the office of the Commerce Secretary is

responsible for settling disputes that arise under the AGOA.

Statement of Facts:

14 | P a g e
On September 8, 2015 JP Morgan Chase removed Nigeria from the Emerging Markets Index

Fund. This move by JP Morgan excludes Nigeria from critical foreign investment and is a

violation of AGOA section 103 on the policy goals of the United States towards the economies

of sub-Saharan Africa. This divestment by JP Morgan created a devaluation of the Naira and

many of my foreign investments. It represents a trade barrier to international development of

Nigeria’s emerging market and is a form of market abuse. De-listing Nigeria will mean bond

yields and borrowing costs will increase for investors. Another devaluation of the Naira will

mean basic household needs will increase like food, water, and utilities for many Nigerian

citizens. Nigeria accounts for 1.8% of the $287 billion emerging markets index fund. Nigeria

stands to lose $2,500,000,000 in investments and development money due to the actions of JP

Morgan. This is despite the fact that JP Morgan remains heavily invested in the Nigerian private

sector with the underwriting of oil and gas explorations especially OML 30 owned by The Count

Consulting Group. This is a form of market abuse as JP Morgan exploits the natural resources of

indigenous peoples of Nigeria. Exclusion from the Emerging Markets Index Fund places

restrictions on trade guaranteed by the Continental Free Trade Area (CFTA) adopted by the

African Union and mandated by international law. The actions of JP Morgan have had an

adverse effect on the finances of local government areas in Nigeria. The restrictions on

international investments only represent a trade barrier set up by the global investment bank.

Relief:

The relief I seek in this case is an order from the Commerce Secretary forcing JP Morgan to

include Nigeria in the Emerging Markets Index Fund. This will allow Nigeria to seek critical

15 | P a g e
foreign investment and financial services encouraged by the AGOA. I also seek compensation

for my investment firm The Count Consulting Group in the amount of $500,000,000. The basis

for this compensation is that it is the amount suggested by the AGOA in section 123 on the

overseas private investment company. This money would be used for infrastructure projects and

international development sustainable development goals of the Bayelsa state government.

Conclusion:

In conclusion, the AGOA creates a law that governs investment into sub-Saharan African

nations. The exclusion of Nigeria in the Emerging markets Index Fund represents a non-tariff

trade barrier to be examined by the Secretary of Commerce. We hope you take this complaint

and order JP Morgan to include Nigeria in the Emerging Markets Index Fund. If the Secretary

chooses to analyze the Nigerian economy you will se that with the accounting of the balance of

payments Nigeria qualifies as an emerging market.

Memorandum of Law Concerning the actions of Standard Chartered Bank, J.P Morgan
Chase, Heritage Oil Company, and the Nigerian National Petroleum Company (NNPC).
My name is Saint Jermaine Endeley the President of The Count Consulting Group. We are an
international holding company that represents the Bayelsa State Government in matters of World
Trade and Investment. I am writing you today to file an official complaint under the African
Growth and Opportunity Act (AGOA) about the actions of two banks, and Oil Company, and
government agency listed above in the trade and transactions of crude oil sales to the United
States.
Before we discuss these actions let me give you a brief history on the assets we own and the
industry that started in the 1960’s. My grandfather Francis G. Endeley went to work for Royal
Dutch Shell after graduating Manchester University with a degree in Civil Engineering. As the
land owner and traditional ruler of his domain, he worked on the development of hydro-carbon

16 | P a g e
assets in Bayelsa State, Nigeria. Soon after his death in 2007 His son and heir Henry W. Endeley
arranged a transfer of ownership from Royal Dutch Shell to Heritage Oil Company. This
transaction was finalized in late 2013. In this transfer of ownership Heritage acquired 45% equity
position in Petro Bay Energy the company that operates OML 30 in the NNPC. It is now that I,
the first son and heir to Henry W. Endeley is negotiating the relationship with Heritage Oil
Company and the future of business and operatorship after being appointed to the family estate.
Table of Authorities:
1. Endeley v. Standard Chartered Bank, et al. 17-cv-2749 Southern District of New
York. In this decision Judge Colleen McMahon set the procedure for filing complaints
under the African Growth and Opportunity Act. According to the judge, an interested
party may file a complaint with the Commerce Secretary about potential trade barriers.
The Commerce Secretary is given a statutory deadline of 60 days to respond to such a
complaint. Also in this decision Judge McMahon established the need to establish
“Personal Jurisdiction” in order to have legal standing to complain. This is established by
the ownership structure of Bayelsa Oil Company which is owned by my family estate the
Bayelsa Development and Investment Company. Also Heritage oil has sent out many
press releases about the acquisition of 45% equity position in Petrobay Energy and
information can be found on their website: www.heritageoilltd.com. This displays a clear
intention on behalf of the company to do business in Nigeria and therefore must adhere to
their local laws in addition to international law and business practice. With your
examination of the ownership structure I am sure you will see I have “personal
jurisdiction” to file a complaint.
2. The African Growth and Opportunity Act. Section 123 of AGOA specifically calls for
the establishment of an Overseas Private Investment Fund. Specifically the law reads: “It
is the sense of the Congress that the Overseas Private Investment Corporation should
exercise the authorities it has to initiate an equity fund or equity funds in support of
projects in the countries in sub-Saharan Africa, in addition to the existing equity fund for
sub-Saharan Africa created by the Corporation.” For this purpose I use the Bayelsa
Development and Investment Company which is my estate company in the activities of
investment trusts. It is the responsibility of the underwriting banks, J.P Morgan Chase
and Standard Chartered Bank, to comply with the AGOA section 123 at my direction
from the family estate. Despite this responsibility, both banks have failed to include me in
the transactions and negotiations by which crude oil is sold from Heritage Oil Company.
This has had a negative effect on United States trade because my firm is a federal 8a
company on a mission to increase the trade balance between the United States and
Nigeria. The United States cannot afford to allow a trade barrier to exist with the 4 th
largest oil producer in the world. Also under AGOA is section 124 on the Export-Import
Bank. Specifically it reads: “It is the sense of the Congress that the Board of Directors of
the Bank shall continue to take comprehensive measures, consistent with the credit
standards otherwise required by law, to promote the expansion of the Bank’s financial

17 | P a g e
 commitments in sub-Saharan Africa under the loan, guarantee and insurance programs of
the Bank.” It is clear that Congress intended to expand its financial commitment to sub-
Saharan countries. Despite this public law, both banks have failed to make this
commitment.
3. Licci v. Lebanese Canadian Bank. In this case the judge ruled that the United States
legal system has jurisdiction over foreign companies that have corresponding accounts in
the United States. Both J.P Morgan Chase and Standard Chartered Bank have
corresponding accounts in New York. The courts ruled that if there is established
“conduct that touches and concerns the United States” our legal system has jurisdiction to
render decisions on complaints with legal standing. This case law gives the Commerce
Secretary the ability to regulate foreign companies as long as they have corresponding
accounts in the United States. With respect to specific conduct, the trade of crude oil
“touches and concerns the United States” because of the many reports from the Energy
Information Agency on crude oil trade with the United States, Section 124 of AGOA, and
our many clandestine and geopolitical operations in the Nigerian Delta region.
4. FINRA rule 2060: FINRA rule 2060 states: “A member who in the capacity of paying
agent, transfer agent, trustee, or in any other similar capacity, has received information as
to the ownership of securities, shall under no circumstances make use of such information
for the purpose of soliciting purchases, sales or exchanges except at the request and on
behalf of the issuer.” In this case this rule is being violated by J.P Morgan Chase and
Standard Chartered Bank in their actions on behalf of their client Heritage Oil Company.

Injuries: As stated previously, our main injury is a non-tariff trade barrier on our company
mission to increase the trade balance with the United States. We have many U.S clients that wish
to buy oil from Nigeria but run into problems with fraudulent business activity and trade activity
outside of the Intercontinental Exchange. Our constituency as traditional rulers of our domain
has also suffered an injury because non-compliance with AGOA section 123 has also been a
non-tariff trade barrier to international development projects in the state including agriculture
and infrastructure.

Relief: In conclusion, the relief I seek is an order from the Commerce Secretary ordering J.P
Morgan Chase and Standard Chartered Bank to include The Count Consulting Group in the sale
and purchase of crude oil produced by Petrobay Energy under OML 30 in the NNPC. I also ask
for an order ordering the two banks to assist the Bayelsa Development and Investment Company
in creating the overseas private investment fund in compliance with section 123 of AGOA. As
underwriters of OML 30, both banks have sold financial services to Bayelsa Development and
Investment Company and we are entitled to “adequate assurance of performance” as stipulated
by the Uniform Commercial Code (UCC) section 2-609.

Thank you for taking the time to read this complaint.

18 | P a g e
Best wishes,

Saint Jermaine Endeley

President
The Count Consulting Group

[Signature Page to The Count Consulting Group Inc. Subscription Agreement]

THE ESTATE OF CHIEF FRANCIS G. ENDELEY

LETTERS PATENT
The Count Consulting Group Inc.
Location:
Nassau Bahamas
New York &Washington, United States
London & Wales, United Kingdom
Yenaoga & Abuja, Nigeria
Ladies and Gentlemen:
The undersigned subscriber, Saint Jermaine Endeley, (the “Subscriber”) desires to purchase 1,500
shares of Common Stock (the “Common Stock”), of The Count Consulting Group Inc., a Bahamas
corporation (the “Company”) in consideration for (i) an aggregate price of $100.00 (the
“Subscription Price”) and (ii) assignment, conveyance and transfer of all Assets (as defined below) to
the Company. In connection with this offer to purchase, the Subscriber and the Company agree and
acknowledge the following:
Section 1. Access to Information. The Company has provided to the Subscriber an opportunity to
ask questions and receive answers concerning the proposed business of the Company and the
Common Stock, and has provided to the Subscriber an opportunity to obtain any and all additional
information necessary to verify the accuracy of the information which has been furnished. The
Subscriber is satisfied with the Company’s responses to any questions or concerns raised by the
Subscriber. The Subscriber hereby acknowledges receipt of all information and materials that the
Subscriber deems necessary to evaluate an investment in the Company and the purchase of Common
Stock and hereby acknowledges that the Subscriber has fully reviewed and fully understands all such
information and materials so requested.
Section 2. Subscriber’s Acknowledgments. The Company has disclosed to the Subscriber and the
Subscriber understands that:
(a) AN INVESTMENT IN THE COMPANY INVOLVES CONSIDERABLE RISKS NOT
ASSOCIATED WITH OTHER INVESTMENTS, INCLUDING WITHOUT LIMITATION, THAT
THE COMPANY IS AN EARLY-STAGE COMPANY, THE COMPANY WILL NEED
ADDITIONAL FINANCING TO OPERATE IN THE SHORT AND LONG TERM, THE

19 | P a g e
COMPANY IS DEPENDENT ON MANAGEMENT AND OTHER KEY PERSONNEL, THERE IS
SIGNIFICANT COMPETITION FOR THE COMPANY’S PRODUCTS AND SERVICES, THE
COMPANY HAS LIMITED MARKETING CAPABILITIES AND RESOURCES, THE
COMPANY WILL DEPEND ON INTELLECTUAL PROPERTY TO COMPETE EFFECTIVELY
AND THE COMPANY IS DEPENDENT ON NEW PRODUCT DEVELOPMENT AND
TECHNOLOGICAL ADVANCES.
(b) There is no present public market for the Common Stock and it is unlikely that a public market
for the Common Stock will develop in the future.

20 | P a g e
(c) Due to the absence of a public market for the Common Stock: (i) the Subscriber may not be able
to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the
Common Stock is extremely limited and (iii) in the event of a disposition of the Common Stock, the
Subscriber could sustain a loss.
(d) The Common Stock has not been registered under the Securities Act of 1933, as amended (the
“Securities Act of 1933”), or state securities laws and, therefore, the Common Stock cannot be resold
or transferred unless they are subsequently registered under the Securities Act of 1933 and applicable
state securities or “Blue Sky” laws or exemptions from such registration are available.
(e) A legend summarizing the restrictions on the transfer of the Common Stock will be placed on the
Common Stock to be purchased by the Subscriber.
(f) The Common Stock has not been registered under the Securities Act of 1933 in reliance upon an
exemption under the provisions of the Securities Act of 1933 which depends, in part, upon the
investment intention of the purchaser. In this connection, the Subscriber understands that it is the
position of the Securities and Exchange Commission (the “SEC”) that the statutory basis for such
exemption would not be present if the representation of the purchaser merely meant that its present
intention was to hold such Common Stock for a short period, such as the capital gains period of the
Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise
(assuming that a market develops) for a year, or for any other fixed period. The Subscriber realizes
that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with
an intent inconsistent with this investment representation, and the SEC might regard such a sale or
disposition as a deferred sale to which the exemption is not available.
(g) No federal or state agency has made any finding or determination as to the fairness of the
investment, nor have they made any recommendation or endorsement concerning the Common
Stock.
(h) This Subscription Agreement is not revocable by the Subscriber and the Subscriber is submitting
this Subscription Agreement intending to be legally bound thereby.
(i) The Subscriber acknowledges that he or she is not entitled to any pre-emptive rights with respect
to any shares of the capital stock of the Company, any options, warrants or other rights to subscribe
for any shares of capital stock of the Company or any security convertible into or exchangeable for
any shares of capital stock of the Company, and that his or her investment in the Common Stock
could be subject to significant dilution.
Section 3. Subscriber Representations. The Subscriber represents and warrants as follows:
(a) The Subscriber has full power and authority to enter into, deliver and perform this Subscription
Agreement and to consummate the transactions contemplated hereby. This Subscription Agreement
is the valid and binding obligation of the Subscriber, enforceable against him or her in accordance
with its terms. The Subscriber has the capacity to execute and deliver this Subscription Agreement
and to perform his or her obligations hereunder.

21 | P a g e
(b) The execution and delivery of this Subscription Agreement and the consummation of the
transactions contemplated hereby will not violate any provision of any agreement or contract to
which the Subscriber is a party or by which he or she is bound or any applicable law, ordinance, rule
or regulation of any governmental body having jurisdiction over the Subscriber or any order,
judgment or decree applicable to the Subscriber.
(c) The Subscriber is acquiring the Common Stock for his or her own account for investment only
and not for or with a view to resale or distribution. The Subscriber has not entered into any contract,
undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or
anyone else the Common Stock which he or she is subscribing to purchase and the Subscriber has no
present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.
(d) The Subscriber can bear the economic risk of losing his or her entire investment in the Common
Stock. The Subscriber is prepared to bear the economic risk of this investment for an indefinite time.
(e) The overall commitment of the Subscriber to investments which are not readily marketable is not
disproportionate to the Subscriber’s net worth, and an investment in the Common Stock will not
cause such overall commitment to become excessive. The Subscriber’s need for diversification in the
Subscriber’s investment portfolio will not be impaired by an investment in the Company.
(f) The Subscriber has adequate means of satisfying the Subscriber’s short term needs for cash and
has no present need for liquidity which would require the Subscriber to sell the Common Stock.
(g) The Subscriber has substantial experience in making investment decisions of this type and the
Subscriber has such knowledge and experience in financial and business matters that the Subscriber
is capable of evaluating the merits and risks of an investment in the Company without the assistance
of a purchaser representative.
(h) The principal residence of the Subscriber is in the location indicated in the address beneath his or
her signature at the end of this Subscription Agreement. Unless otherwise indicated, all
communications, contacts and discussions relating to the offering of Common Stock occurred in the
location in which the Subscriber maintains his or her residence.
(i) The Subscriber is an “accredited investor” within the meaning of Section 501(a) of Regulation D,
as adopted pursuant to the Securities Act of 1933.
Section 4. Reliance on Representations. The Subscriber acknowledges and understands that the
Company and its directors, officers, employees, agents and representatives are relying upon the
information, representations and agreements contained in this Subscription Agreement and upon any
other information which has been furnished by the Subscriber in determining that the Subscriber is a
suitable investor and that this investment is duly authorized and in deciding to accept the
Subscriber’s subscription for the Common Stock.

22 | P a g e
Section 5. Agreements of the Subscriber. The Subscriber hereby agrees as follows:
(a) This offer may be accepted or rejected, in whole or in part, in the sole discretion of the Company.
(b) Any Common Stock acquired pursuant to this offer will not be sold or otherwise transferred: (i)
without the prior written consent of the Company, which consent shall be conditioned on receipt of
an opinion of counsel reasonably satisfactory to the Company to the effect that such proposed
transfer is being made pursuant to the registration requirements of the Securities Act or pursuant to
an exemption therefrom and complies in all respects with any applicable state securities or “Blue
Sky” laws, or (ii) without registration under the Securities Act of 1933 and applicable state securities
or “Blue Sky” laws.
(c) In the event the subscription is not accepted, any money tendered will be refunded in full without
interest and without deduction within a reasonable period of time.
(d) In the event the subscription in this Agreement is accepted by the Company:
(i) “Assets” means all of the assets, properties and rights with respect to the business of the
Company, whether personal or real, tangible or intangible, contractual or legal (without regard to the
form of recordation or state of completion), including, without limitation, copyrights, patents, service
marks, trademarks, trade names, technology rights and licenses, computer software (including
without limitation any source or object codes therefor or documentation relating thereto), websites,
domain names, corporate names, company names, business names, trade dress, trade styles, logos, or
other indicia of origin or source identification, trademark and service mark registrations, and
applications for trademark or service mark registrations and any new renewals thereof, trade secrets,
franchises, know-how, inventions, designs, specifications, plans (including marketing plans,
financing plans, design plans and commercialization plans), drawings, marketing studies, creative
materials and intellectual property rights and all such other rights held by the Subscriber in relation to
the Company and its business.
(ii) The Subscriber irrevocably conveys, transfers and assigns to the Company of all of the right, title
and interest of the Subscriber in and to (A) the Assets; (B) the right to print, publish and distribute in
connection therewith, (C) the right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (D) all income, royalties, damages and other payments
now and hereafter due and/or payable with respect thereto and (E) all other rights of any kind
whatsoever of the Subscriber accruing thereunder or pertaining thereto, together in each case with the
goodwill of the business connected with the use of, and symbolized by, each of the above.
(iii) The Subscriber irrevocably and forever releases and discharges the Company and its officers,
directors, and employees from any and all Claims (as herein defined) pertaining to the Assets.
“Claims” means any and all claims, debts, dues,

23 | P a g e
demands, actions, rights, suits, judgments, and causes of action of whatever nature or character,
charges, accounts, covenants, controversies, contracts, agreements and promises of any kind, whether
known, reasonably should have been known, or unknown, suspected or unsuspected, accrued or
unaccrued, matured or unmatured, absolute or contingent, determined or speculative, both in law and
in equity, in each case which relate to or arise from, directly or indirectly, the Assets that existed at
any time prior to or as of the date of this Agreement.
(e) Following the effective date of a registration statement of the Company filed under the Securities
Act of 1933, the Subscriber, for the duration specified by and to the extent requested by the Company
and an underwriter of Common Stock or other securities of the Company, shall not directly or
indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any
option to purchase, or otherwise transfer or dispose of (other than to a donee who agrees to be
similarly bound) any securities of the Company held by the Subscriber at any time during such
period except Common Stock (or other securities) included in such registration; provided however,
that the restrictions set forth in this Section 5(e) shall be applicable only: (i) to the first such
registration statement of the Company which covers Common Stock (or other securities) to be sold
on its behalf to the public in an underwritten offering and (ii) if all officers and directors of the
Company and all persons with registration rights with respect to the Company’s capital stock enter
into similar agreements.
Section 6. Indemnification. The Subscriber agrees to indemnify and hold harmless the Company
and each director, officer, employee, agent or representative thereof from and against any and all
loss, damage or liability and all related costs and expenses (including, but not limited to, reasonable
attorney’s fees and costs of investigation) due to or arising out of a breach of any covenant,
representation or warranty made by the Subscriber in this Subscription Agreement. The Company
agrees to indemnify and hold harmless the Subscriber from and against any and all loss, damage or
liability and all related costs and expenses due to or arising out of a breach of any covenant,
representation or warranty made by the Company in this Subscription Agreement.
Section 7. Miscellaneous.
(a) All notices and other communications given or made hereunder shall be in writing and shall be
deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if
not so confirmed, then on the next business day, (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day
after the business day of deposit with a nationally recognized overnight courier, specifying next
business day delivery, with written verification of receipt. Subject to the limitations set forth in
Section 232(e) of the General Corporation Law of the state of Delaware (the “DGCL”), Subscriber
consents to the delivery of any notice or communications to stockholders given by the Company
under this Agreement, the DGCL or the Company’s Certificate of Incorporation or bylaws by (1)
facsimile telecommunication to the facsimile number set forth below (or to any other facsimile
number for the Subscriber in the Company’s records), (2) electronic mail to the electronic mail
address set forth below (or to any other electronic mail address for the Subscriber in the Company’s
records), (3) posting on an electronic network together with separate notice to Subscriber of such
specific posting or (4) any

24 | P a g e
other form of electronic transmission (as defined in the DGCL) directed to Subscriber. This consent
may be revoked by Subscriber by written notice to the Company (the “Consent Revocation”) and
may be deemed revoked in the circumstances specified in Section 232 of the DGCL. A copy of the
Consent Revocation (which shall not constitute notice) shall also be sent to Henry Endeley at
Buckingham Law Yalinga Street Ademola Adetokunbo Crescent Federal Capital Territory Abuja,
Nigeria.
(b) Notwithstanding the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions hereof, and all matters
arising directly or indirectly here from, shall be governed by, and construed in accordance with, the
laws of the {state of New York} without regard to the choice of law principles thereof.
(c) This Subscription Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and may be amended only by a writing executed by all parties.
(d) Whenever required by the context hereof, the singular shall include the plural, and vice-versa; the
masculine shall include the feminine and neuter genders, and vice-versa; and the word “person” shall
include an individual, corporation, partnership, trust, estate or other entity.
Section 8. Subscription. The Subscriber shall pay the Subscription Price by (a) delivery of a check
of the Subscriber in the amount of the Subscription Price payable to the Company, (b) wire transfer
of immediately available funds to the account of the Company, (c) cancellation of indebtedness or (d)
a combination of any of the foregoing.
THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE
MERITS OF THE COMMON STOCK NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING MATERIALS OF THE COMPANY. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUBSCRIBER SHOULD CONSULT HIS OR HER OWN LEGAL COUNSEL,
ACCOUNTANT AND BUSINESS AND FINANCIAL ADVISERS AS TO ALL LEGAL, TAX
AND RELATED MATTERS CONCERNING ANY INVESTMENT IN THE COMPANY.
Section 9. Military Authority. The Subscriber or his living paternal ancestor shall be vested all
authority to use the Nigerian Armed Forces to secure the national security interest of the Federal
Republic of Nigeria with special regard to the security of the Nigerian Delta. The subscriber shall
regarded the prodigious commander in chief of the Nigerian Security Forces. While the
democratically elected President of the Federal Republic of Nigeria holds formal responsibilities and
duties to command the military; the Subscriber holds a superfluous constitutional check and balance
on the President’s authority.

25 | P a g e
Section 10. Financial Sovereignty. The State of Bayelsa and in particular the Local Government
Area (LGA) of Sagbama shall retain the right to determine fiscal and monetary policy for the state.
The Subscriber shall make a formal recommendation to the Central Bank of Nigeria (CBN) and the
African Central Bank (ACB) every year by January 30. The subscriber shall be the Eminent Domain
agent thereof for the Local Government Area of Sagbama in all non-urban areas including but not
limited to swamp lands, forests, beaches, lakes, and offshore/ocean territory up to international
borders in compliance with The Land Use Act of 1978.
Section 11. Diplomatic Status on Trade. The Subscriber shall be an official ambassador and
representative of Bayelsa State on matters of World Trade. This diplomatic status includes but is not
limited to The United Nations, World Trade Organization, International Monetary Fund & World
Bank, International Atomic Energy Agency (IAEA), Organization of Petroleum Exporting Nations
(OPEC), and any sovereign state of nation recognized by the United Nations.
Section 12. Local Government Barrister. The Subscriber shall serve as a local government barrister
representing the Bayelsa State government of all matters of administrative or government law. The
Subscriber shall also lobby members of the Bayelsa State House of Assembly on behalf of the estate
of Chief Francis Gedbe Endeley. The Subscriber is not limited to local government law but shall
retain matters as a prime responsibility and shall hold chambers at Buckingham Law.

26 | P a g e