Deal Memorandum
Internal — Not for Client Distribution
1221 Brickell Ave, Suite 900
Miami, FL 33131
Miami, FL 33131
Communications & Document Timeline
Zarova Engagement — Deal Memorandum
This memorandum consolidates all recorded communications and document activity for the Valeria / Zarova engagement in a single continuous timeline, June 21 – July 20, 2026. Sourced from Gmail, PandaDoc notification records, a WhatsApp chat export ("Valeri Altr - E2"), Google Chat via the HubSpot integration ("Emanay Client Portal"), and SDM/Truist payment confirmations. Each entry is tagged with a badge showing what it relates to.
Consultation
Client Portal
Agreement
Formation
Banking
Payment
Vendor
Flagged
Entity Business Descriptions
| Entity | Sector | Description |
|---|---|---|
| Zarova Holdings, LLC Holding Co. / Family Office Admin |
551112 – Offices of Other Holding Companies | Parent holding entity for the Zarova family of companies, established under a trust structure for centralized governance and asset protection. Holds membership interests in its subsidiaries; does not itself engage in direct trade or commercial activity. |
| Zarova Media, LLC Digital Media / Content Production |
519130 – Internet Publishing & Broadcasting | Primary commercial operating entity for digital content production and distribution. Receives platform-based creator income and manages associated licensing, brand, and media operations. Given the trust structure, remains a standard pass-through entity — no C-corp election is being made at this time. |
| Zarova Media Services, LLC Business Support Services (sub of Media) |
561499 – All Other Business Support Services | Services subsidiary of Zarova Media, LLC. Provides production support, content operations, and administrative services in connection with the parent's media business. |
| Zarova Capital, LLC Family Treasury / Balance Sheet |
523910 – Miscellaneous Intermediation | Treasury and balance-sheet management vehicle for the family office. Holds liquid reserves and manages internal capital allocation across Zarova entities. |
| Zarova Ventures, LLC Private Investment / Venture Capital |
523910 – Miscellaneous Intermediation | Pass-through investment vehicle for minority-stake and early-stage (seed / friends-and-family) investments made on behalf of the family office. |
Full Timeline
Jun 21, 2026
Initial Call(s)Consultation
Missed-connection scheduling for an 11 AM call; call ultimately held ~1:41–2:36 PM.
Jun 21, 2026 · 2:36 PM
Intake Form SentConsultationFlagged
Alex sent the Typeform intake link ("business + visa pathway") and instructed: "make sure you put 500K + otherswise itll auto reject your applciaiton" and "i know what were doing together this is just to get you int othe systems so i can build out what we spoke about." See Risk Flags.
Jun 23, 2026
NDA Signed / Program ExplainedConsultationFlagged
Confidentiality document sent and signed same day. Alex walked through the plan: form an LLC, use it to acquire an existing company ("this way your taxes are reduced to net 0$"), open a bank account, route OnlyFans (OF) income through it. See Risk Flags.
Jun 24, 2026
Proposal Follow-UpConsultation
Val followed up for an update; Alex sent the proposal that evening (11:38 PM).
Jun 25, 2026 · 1:00–1:30 PM ET
"Alex x Val Re: Next Steps" CallConsultation
Held via Google Meet (matches the meeting logged in HubSpot). Val asked what's covered by the "$4,000 monthly fee"; Alex offered to walk through it live.
Jun 26, 2026
Crypto Payment Method ConfirmedPayment
Val confirmed payment would be in USDT; Alex shared a deposit address.
Jun 27, 2026
Formation Process Requested to StartConsultation
Val: "I would like to start with company opening process from next week, if possible." Alex sent a PandaDoc link that evening (10:09 PM).
Jun 28, 2026 · 1:30 PM
Option 1 (Formation Program) SelectedAgreement
Val: "I believe Option 1 is the better fit for me. Could you please send me the agreement for Option 1 to review and sign?" Matches Gmail/PandaDoc record of "Valeria — Business Formation Program / Path A" viewed and signed the same day.
Jun 29, 2026
Test Transfers Confirmed (SDM)Payment
$1 and 50 USDT_TRC test sends confirmed landed on SDMLive by Yacine Ouldchikh (SDM).
Jun 29, 2026 · 2:45 PM
9,950.00 USDT (TRC20) Sent & LandedPaymentFlagged
Confirmation screen: "USDT Transfer to Valeriia Zharova," wallet
TBBBncYMUgggVmkKjvn4FbRQ6JCiCZd2df, TRC20. Yacine Ouldchikh (SDM): "9,950 USDT_TRC landed."Jul 01, 2026 · 5:44 PM
Client Portal OpenedClient Portal
Alex welcomed Val to the Emanay Client Portal and shared the Google Drive data-room folder.
Jul 01–02, 2026
USD Withdrawal Arranged (SDM)Payment
Michelle Lee (SDM): used existing account rather than onboarding a new one — "I still have the old account, lets use that one for this withdrawl." Account
1100030540520 confirmed; wire queued. Jim F (SDM) confirmed a $10,222.00 USD wire sent.Jul 02, 2026
Wire Landed — TruistPayment
+$10,222.00 deposited. "WIRE REF# 20260702-00034108 INCOMING WIRE TRANSFER," Reference #5813655902.
Jul 05, 2026 · 11:52 AM
Document Checklist PinnedClient Portal
"Valeria Document Checklist.pdf" pinned to the portal.
Jul 07, 2026
ID & Bank Documents SubmittedClient PortalFlagged
Val submitted driving license (front/back) and a password-protected bank statement; password shared directly in chat.
Jul 09, 2026
Passport ClarifiedClient Portal
Val confirmed only a Ukrainian passport plus Thai driving license, already sent. Alex: "We should have your structure complete and up within the next two weeks."
Jul 09, 2026
Zarova Holdings, LLC — OrderedFormation
Bizee order #226070928622.
Jul 09, 2026
Zarova Media, LLC — OrderedFormation
Bizee order #226070928720.
Jul 10, 2026
Zarova Holdings, LLC — FiledFormation
Order completed; documents uploaded to Bizee dashboard.
Jul 12, 2026 · 11:20 AM ET
EPE Professional Services — Agreements Completed & SentAgreement
David Rosati sent the full draft agreement set: Declaration of Trust, Zarova Holdings Management Agreement, Zarova Media Services Agreement, Zarova Media Management Agreement.
Jul 12, 2026 · 11:33 AM
Next-Steps Call RequestedClient Portal
Alex: "How are you! Can you let me know when your free so we can go over next steps? almost done!"
Jul 12, 2026 · 11:47–11:48 AM ET
Declaration of Trust — Sent, Viewed & CompletedAgreement
Executed by Alex Camus via PandaDoc within the same session.
Jul 13, 2026 · 8:33 AM
Call HeldClient Portal
Google Meet call held; same morning Alex went "to the bank today for you."
Jul 13, 2026 · 9:21 AM ET
Formation Documents Sent to Bank of AmericaBanking
Sent to Desiree Ngjela and Jorge Solano (BofA).
Jul 13, 2026 · 9:31 AM ET
Zarova Holdings Operating Agreement — Sent, Viewed & CompletedAgreement
Executed by all participants via PandaDoc.
Jul 13, 2026 · 9:43 AM ET
Operating Agreement Sent to Bank of AmericaBanking
Sent to Jorge Solano (BofA).
Jul 13, 2026 · 10:03 AM ET
Bank of America Account OpenedBanking
Welcome confirmation received for Zarova Holdings, LLC.
Jul 13, 2026
Domain Registrations — GoDaddyVendor
zarovafamilyoffice.com, zarovaventures.com, zarovacapital.com registered (1 yr each). Total $39.57 incl. ICANN fees, MasterCard ••••6621.
Jul 17, 2026
Zarova Media, LLC — FiledFormation
Order completed; documents uploaded to Bizee dashboard.
Jul 20, 2026
Zarova Media Services, LLC — OrderedFormation
Bizee order #226072035889; sub-entity under Zarova Media, LLC.
Jul 29, 2026
PDFE.COM — Two $0.25 ChargesVendor
Two separate $0.25 debits same day, same merchant (K042AY, Sant Cugat de Vallès, ES) — consistent with a trial-verification charge pattern. Logged as firm-level overhead, not client-billable; worth confirming it doesn't roll into an unintended recurring subscription.
Payment Reconciliation Reference
| Step | Asset | Amount |
|---|---|---|
| Sent by client (USDT, TRC20) | USDT | 9,950.00 |
| Wired out by SDM (USD) | USD | 10,222.00 |
| Spread / conversion difference | — | +272.00 |
The USD amount landed is higher than the USDT amount sent — worth having accounting confirm this reflects SDM's stated conversion rate/fee structure rather than an unreconciled discrepancy.
Compliance & Risk Flags
1E2 Investment Capital Figure — Intake Form (Jun 21)
Alex instructed Val to enter "500K+" on the intake form specifically to avoid an "auto reject," rather than her actual anticipated capital figure. (Note: the HubSpot lead record shows "$250,001 – $500,000" as her stated range, not 500K+ — worth reconciling which number ultimately went where.) Any capital figure submitted to USCIS in support of an E2 filing needs to reflect real, sourced, documentable capital.
"make sure you put 500K + otherswise itll auto reject your applciaiton" / "i know what were doing together this is just to get you int othe systems so i can build out what we spoke about"
2Bank Account Opening Rationale (Jun 23)
The chat describes building a documentation trail — forming an LLC, showing intent to acquire a business — specifically to enable remote account opening without the client appearing in person, ahead of routing OF/Paxum income through it. This tracks close to the firm's own recorded principle that the true business purpose, not a constructed pretext, has to be what's disclosed to the bank. Recommend confirming with Rick/legal that the account-opening narrative given to Bank of America reflects Zarova Media's actual, current business activity.
"We need to show that we are trying to buy a company." / "I need to show that we are doing step 4 — eventually... That's how I get the account open without you having to come here."
3Crypto Payment Routing (Jun 26–29)
Payment was routed through several different wallets before landing on an accepted address, with one address rejected on "accountants" guidance and no stated reason recorded. The eventual transfer (9,950.00 USDT) sits just under the $10,000 CTR reporting threshold. Recommend documenting the business rationale and source-of-funds plainly in the file.
4Sensitive Details Shared in Plaintext Chat (Jul 1–2; Jul 07)
A full bank account number was shared in plaintext with SDM to route the USD withdrawal (~Jul 1–2). Separately, a bank-statement PDF password was shared directly in the client chat thread (Jul 7). Both low severity individually, but worth a note for SOP.
Scope Notes —
Sources: Gmail, PandaDoc notification emails, a WhatsApp export ("Valeri Altr - E2"), Google Chat via the HubSpot integration ("Emanay Client Portal"), and SDM/Truist payment confirmations. Message content condensed to milestones; direct quotes used where exact wording is material to the compliance flags above.
Zarova Capital, LLC and Zarova Ventures, LLC still show no filing or agreement activity in the communications record as of this memo's date.