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Questions for JME — Draft email 2026-04-29 (extended 2026-05-08 with historical 2023-2024 questions)

Context for Austin: Drafted as a single email you can send (or split into shorter ones). Tone is open / inquisitive, not assertive — because we don't actually know how RHG should be modeled relative to Casa Moksha operations, and JME has been doing the books long enough to tell us.

The questions are organized by topic so you can drop sections that don't fit the conversation you want to have. Things that need an in-person / video call are flagged. Where I'm unsure of a Spanish term I've kept the English word (JME's contact knows English; this can be sent as-is).

2026-05-08 update: A second packet of signed multi-year financials (2023, 2024, 2025) landed today. The 3-year picture confirms that the "zero RHG revenue, growing Acreedor-to-Austin balance" pattern is structural across all three years rather than a 2025 anomaly. New questions on the 2024 96,590 MXN revenue line, the placed-in-service date for the solar / Maq y eq de generación de energía (~1.44M MXN), and the SA→SR conversion's effect on the cumulative 5.85M MXN Mexican-tax NOL have been folded into the relevant sections below. Backing data is in source-data/jme/2026-05-08/README.md (3-year findings) + source-data/jme/2026-04-29/README.md (the 2025 deliverable).

Email draft

Subject: Questions on the 2025 RHG financials

Hi [JME contact],

Thanks for sending over the 2025 financials and the SAT annual return. I've gone through them in detail and want to use this as an opportunity to make sure I understand how the books are structured and to align on a few things going forward. None of this is urgent; happy to do a video call if it's easier than going back and forth in writing.

1. Casa Moksha revenue and how it's reflected on RHG

The thing I most want to understand: looking at 2025, RHG shows zero ingresos acumulables, zero ventas/servicios nacionales, and zero IVA trasladado all year. But Casa Moksha was operating actively the whole year — guests were booking and paying through several channels.

  1. Help me understand how you're conceptualizing RHG vs. the Casa Moksha operating activity. Is RHG essentially a holding entity for the land and the clean-energy / construcciones investment, with the operating revenue treated as something that doesn't flow through RHG's books? Or is there another framing I should be thinking in?

  2. Most of our guest payments come into US bank accounts (Brex Casa Moksha "Dep" account, mostly), and we move funds from there to Santander MXN to cover Mexican-side costs. Practically zero of the USD inflows are showing up as Mexican-source revenue on RHG's books — is that the deliberate treatment, or is it because we haven't been issuing CFDIs to those guests, or some other reason?

  3. To my knowledge we are not currently issuing CFDIs to most Casa Moksha guests. Is that something you'd recommend changing? If we started issuing CFDIs, what would the IVA + ISR consequences look like, both prospectively and retroactively?

  4. If the SAT later took the position that the USD-denominated guest revenue is Mexican-source hospitality income subject to Mexican IVA and ISR, what kind of exposure would we be looking at on the 2025 numbers? I'm trying to understand the worst-case picture so I can make an informed call on structure going forward.

  5. From your perspective, what is the cleanest way to structure Casa Moksha's revenue going forward — keep the current pattern (USD inflows largely off RHG's books), or move toward CFDI issuance and revenue recognition on RHG? I'd value your direct recommendation, not just options.

1B. Historical context — 2023 and 2024

Now that I have the signed 2023, 2024, and 2025 financials side by side, I can see the pattern is consistent across all three years rather than something that started in 2025. A few historical-specific questions:

  1. 2024 had a 96,590.45 MXN line in account 401-001-000 ("Ventas y/o servicios gravados a tasa…"). That's the only year with non-trivial recognized revenue on RHG's books. What was it? A specific guest stay, an adjustment entry, a reclassification of something that came in via a particular channel? Knowing what triggered the 2024 entry helps me understand what would trigger similar entries going forward.

  2. When does RHG's calendar "operating period" actually begin from your side? The 2023 books read as a property-acquisition year (ISAI of 1,401,000 MXN, notarial honorarios of 448,562 MXN, the avalúo, plus security and maintenance on a vacant lot). The 2024 books are the first to show operating-business expenses — first booked salary (106,162 MXN), first eventos y talleres (35,970 MXN), first teléfono / internet, first servicios contables on the RHG books. From your perspective, when did Casa Moksha "start operating" as far as RHG's books are concerned, and was that change a deliberate accounting choice or did the underlying activity actually begin around that time?

  3. Maq y eq de generación de energía — placed-in-service date. The 2023 BS carries this through Obras en proceso de activos fijos (512,747 MXN); the 2024 BS shows the full 1,444,983 MXN capitalized to fixed assets with 602,076 MXN of accumulated depreciation already booked. Could you confirm: (a) the actual placed-in-service date — looks like roughly mid-2024 — and (b) the depreciation method/rate JME applied? I want to make sure our US-side cost-segregation thinking lines up.

2. IVA workpaper for Jun–Dec 2025

  1. The IVA workpaper (PT_RENFROE_IMPUESTOS-2025.xlsx) has month-by- month detail through May 2025, but the columns for June through December are blank. The trial balance, though, shows additional overhead activity in those months (~440K MXN). Is the workpaper just not updated past May, or were those expenses paid in a way that didn't generate IVA acreditable? If we're missing IVA acreditable on Jun–Dec inputs, I'd like to claim it.

3. Capex / Construcciones

  1. Construcciones on the BS is at 1,444,983 MXN. Could you send me the subsidiary ledger detail for that account — what's actually in there, by project / vendor / acquisition date? On our side we're tracking 2025 Q4 and 2026 Q1 capex (palapa with Don Sebastian, water enclosure with Paola Maria, drain well with Geodrilling, Eran generator, biodigestor, Frigotek HVAC, Nelsy security cameras), but the dollar total of what we're tracking is materially smaller than the BS balance, which tells me a lot of what's on the books pre-dates 2025. I want to be sure we're aligned.

  2. The 2025 fiscal depreciation was 889,885 MXN — straight-line accelerated, not the 100% bonus depreciation I'd seen referenced for clean-energy equipment under LISR Art. 34 fracción XIII. Was the standard method chosen deliberately? And is the 100% election still potentially available for any 2026 clean-energy capex?

  3. Going forward — for the 2025 Q4 / 2026 Q1 work I mentioned in question 7 — could you confirm what we should treat as capex (capitalize) versus expense? The Anjona invoice is the one I'm least sure about: the ~$37,700 entry, looks like part of it is organizational / restructuring work and part is operational consulting. Do we split it?

4. Payroll / contractors / personnel costs

  1. The 2025 books show zero formal nómina, and 261,652 MXN of payments classified as non-deductible salary. Reading that as: payments are happening, but not through formal nómina / IMSS / INFONAVIT. Is that an accurate read of how RHG has been operating?

  2. With that as the starting point, what's your read on the SAT and IMSS exposure for the people we've been paying — especially Miroslava (regular per-quincena), Alfredo (gardener / handyman), Rosi (housekeeping), Lucila (her bono semianual). Are any of these people likely to be reclassified by IMSS as employees entitled to social security?

  3. What would it take to clean this up for 2026? I'd like to land at year-end with a defensible structure: formal nómina for full-time people, IMSS registration where required, contractor relationships properly documented with retentions. Can you walk me through what that looks like operationally and what it costs?

5. Stockholder loan / RFH–RHG flows

  1. The "Acreedores diversos — Stockholders Gavon Augustus" account has grown steadily across all three years on the books:

    • 31/Dic/2023: 2,641,027 MXN
    • 31/Dic/2024: 4,385,340 MXN (+1,744,313 net 2024 funding)
    • 31/Dic/2025: 6,018,499 MXN (+1,633,159 net 2025 funding)

    That's roughly 1.6M MXN per year of additional shareholder funding flowing into the account, on top of the 46,700,000 MXN initial capital variable for the land. I have a few questions:

    • Is this documented anywhere as a formal loan? I haven't seen a written promissory note. From the SAT's perspective, would they expect to see one — especially at the cumulative size (~6M MXN, growing)?
    • Are we accruing or paying interest on it? What does Mexican tax law expect at this size — and what's the optionality if we want to characterize it as something other than a shareholder loan (e.g., as additional capital contribution pending capitalization)?
    • Long-term, what's your view on how this gets settled — paid back in cash, capitalized into equity (an aportación para futuros aumentos de capital pattern, perhaps), written off, or kept as a running balance? I'm trying to understand what the cleanest end-state looks like before we paper it.
    • Does the SA → SR conversion change how we should think about this account, or is the answer the same either way?

6. Cindy Vargas Villanueva — cap table removal

  1. As I mentioned previously, Cindy's 1% on the cap table at formation was added without my authorization and we're working with Portilla to remove her formally on the Mexican-legal side. From the books and SAT perspective:

    • What do you need from us before the removal is reflected on JME's side?
    • Does this affect how we handle the conversion to S. de R.L. de C.V.? Should the cap-table cleanup happen before, during, or after the conversion?
    • Any reporting implications for 2025 or 2026 we should be aware of?

7. Customer advances 2024 → 2025

  1. The 2024 BS showed 39,820 MXN of "Anticipos de clientes" which is zero on the 2025 BS. What was that, and where did it go? Was it recognized as revenue, refunded, reclassified?

7B. Net operating loss carryforward + the SA → SR conversion

  1. Looking at the cumulative pérdidas across 2023, 2024, and 2025, RHG has built up roughly 5,849,360 MXN of accumulated tax loss. Two questions:

    • As we move through the SA de C.V. → S. de R.L. de C.V. conversion, does the conversion preserve the NOL carryforward under Article 57 LISR, or do we need to do anything specific to keep it intact across the conversion?
    • What's your view on the practical likelihood we'd actually use this NOL — given the current revenue posture, do you see a path where RHG generates enough Mexican-source taxable income within the 10-year carryforward window to absorb it?

8. Records request

Last thing — I'd like to get a few specific items from you when you have a chance. These will help me get our US-side accounting in alignment with what RHG actually shows:

  • Full CONTPAQ i COA export, including zero-balance accounts (with SAT código agrupador where set).
  • Subsidiary ledger detail for accounts:
  • 168-001-000 (engineering & equipment / clean energy)
  • 205-001-000 (stockholder loan with me)
  • 102-001-000 (national banks — Santander activity)
  • 201-001-000 (national suppliers)
  • 601-xxx (overheads — happy to take all sub-accounts)
  • Monthly trial balances for Jan–Nov 2025 (we have December).
  • 2024 monthly trial balances if available — useful for backfill into our US books.

Thanks again. The framing question (item 1) is the one I most want to work through with you, so if you'd rather schedule a call to discuss just that, that works for me too.

Best, Austin

Notes on what's NOT in the email (intentionally)

  • Specific Brex / Santander reconciliation items (CO DASH LLC, Richard Rosenblum, Jose Pablo Gonzalez Deleze, etc.) — these are pending in todo/for-advisors.md JME section already. Don't pile them on top of the framing-level questions; do those after the big question is settled.
  • Tramite juzgado / exhorto juzgado — same. Save for follow-up.
  • The Sept 3 2025 batch of 25 SAT federal tax debits — ditto. The TB doesn't show a clear hit from these, so the question might evolve once we have the GL detail.
  • Notaría 78 invoice mapping — same.
  • Cindy Canto separation severance — REMOVED 2026-05-09 per Austin correction. No separation payout was issued to Cindy (she quit before being fired; the substantive grounds for removal are her illegal acts per context/people.md). Do not ask JME about a Cindy severance — there isn't one to ask about. What IS still useful to clarify with JME: was there any final-wages-only payment under MX labor law for the resignation, and if so, where does it sit in the books?
  • RNIE FINES / Cindy payo Dec 15 wire — purpose unresolved per the 2026-05-09 Cindy correction; the prior "Cindy payout" interpretation was wrong. Ask JME what hit Santander on Dec 15, 2025 ($300K MXN inflow from JPMorgan) and how it was disposed of on the Mexican side.

These will go in a follow-up email after JME responds, or in a dedicated "operational reconciliation" thread once we have the monthly TBs and GL detail.

How to send

  • Email is fine. JME has been receiving these in English; if that changes, Austin can translate before sending or have JME respond in Spanish (Claude can parse).
  • Save JME's response in source-data/jme/<YYYY-MM-DD>/jme-response-1.md (or upload via the Synology drop pattern). Once received, run the JME workflow updates — Step 4 onward in todo/remaining-work-summary.md.