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1 Technology Officer of Greenfield who helped Heineman execute the alleged tortious
2 acts.
3 9. Defendants DOES 1 through 5, inclusive, is sued herein under fictitious
4 names. Their true names and capacities are unknown to Plaintiff. When their true names
5 and capacities are ascertained, Plaintiff will amend this complaint by inserting their true
6 names and capacities herein. Plaintiff is informed and believes and thereon alleges that
7 each of the fictitiously named defendants are responsible in some manner for the
8 occurrences herein alleged, and that Plaintiff’s damages, as herein alleged, were
9 proximately caused by such defendants.
10 10. Plaintiff is informed and believes and thereon alleges that at all times herein
11 mentioned, each of the Defendants were acting as the agent of each of the remaining
12 defendants, and in doing the things hereinafter alleged, were acting within the course and
13 scope of such agency, and with the permission and consent of his or her or its co-
14 Defendants.
15 11. Plaintiff is a publicly-traded Wyoming corporation with its principal place of
17 12. Plaintiff is informed and believes and thereon alleges that the Defendants are
18 citizens of other states, and thus Diversity Jurisdiction exists pursuant to 18 U.S.C. 1332.
19 13. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)
20 and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d) and 77v(a); and Sections
21 21(d) and 27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa(a).
23 13. Plaintiff is informed and believes and thereon alleges that the Defendants are
24 citizens of other states, and thus Diversity Jurisdiction exists pursuant to 18 U.S.C. 1332.
25 14. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)
26 and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d) and 77v(a); and Sections
27 21(d) and 27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa(a).
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1 15. The Court has personal jurisdiction over Defendants and venue is proper in
2 this District because, among other things, Defendants participated in the offer or sale of
3 securities in this District, and many of the acts and transactions constituting the violations
4 alleged in this Complaint occurred in this District. In addition, venue is proper in this
5 District under 28 U.S.C. § 1391 because a substantial part of the events giving rise to the
8 directly and indirectly, singly or in concert with others, have made use of the means or
11 securities exchange.
12 17. The amount in controversy requirement is met under 28 U.S.C. 1332 as the
13 Plaintiff contends it has been damaged by Defendants in an amount of $2,000,000.00.
14 Venue is proper in the Southern District of California – San Diego under 28 U.S.C.
15 1391(a)(1) and (2) because a substantial part of the events or omissions giving rise to
16 Plaintiff's claim occurred in the State of California, County of San Diego.
17 18. Venue is proper in this district pursuant to Section 22(a) of the Securities
18 Act, 15 U.S.C. § 77v(a), and Section 27 of the Exchange Act, 15 U.S.C.§ 78aa, because
19 the defendants reside and conduct business in the district and because certain of the
20 transactions, acts, practices, and courses of conduct constituting violations of the
21 federal securities laws occurred within this district.
22 FACTUAL ALLEGATIONS
24 subsidiary Cherry Hill Financial, LLC (“Cherry Hill”)) and Defendant GRAS, entered
25 into an Asset Purchase Agreement (the “Agreement”) (See Exhibit A attached hereto).
26 20. Cherry Hill is in the financial services industry and currently pursuing
27 insurance syndication where companies having net operating losses with medium to large
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1 employee bases to offer life insurance coverage to their mid-level and lower-level
2 employees and pay their premiums for two years (the "Business").
3 21. Defendant GRAS purchased and assumed from Cherry Hill, certain assets,
4 rights and obligations related to the Business for approximately 49% of the issued and
6 all of the Series D Preferred Stock of GRAS, in the form of a voting proxy (“Majority
7 Proxy”) in order for Plaintiff NoHo to have an outright majority vote for all matters of
9 22. However, Defendant Heineman never caused to be issued the 49% of the
10 common stock to Plaintiff NoHo, as well as, Assign the Majority Proxy to Plaintiff
11 NoHo.
14 statements and affirmative misrepresentations of material facts; namely, that the 49% of
15 common shares would be issued as soon as GRAS’S audit was complete, a total lie (See
18 Plaintiff.
19 25. At all times material hereto, Defendant Heineman was lying to Plaintiff, and
20 that the representation above mentioned were utterly false and made for sole purpose of
21 inducing reliance by NoHo, without regard to damage Plaintiff.
22 26. Plaintiff did in fact reasonably and justifiably rely upon the material
23 misrepresentation of all Defendants, and have been seriously damaged thereby, with
24 respect to the complete denial of NoHo’s ownership of GRAS.
25 27. By the conduct, heretofore described, Defendants have materially breached
26 the Agreement, and Plaintiff hereby declares that Agreement breached. Accordingly,
27 Plaintiff NoHo is excused from further performance and is not obliged to suffer the
28 negative perception of the public view and the declining stock price of Plaintiff NoHo.
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2 rectify the situation and has subsequently entered into other transactions for their own
3 gain, without the consent of Plaintiff, and cannot be undone without extreme damage to
4 all shareholders of NoHo and NoHo itself by lawful proceedings. There would therefore
6 29. Accordingly, Plaintiff will suffer irreparable damage, should Defendants not
7 stopped from looting the Company in violation of the Agreement.
8 30. Plaintiff requests a temporary restraint against Defendants, until the
9 rights of the parties to the shares can be sorted out definitively, in an orderly and
10 professional manner.
11 FIRST CAUSE OF ACTION
12 (Misrepresentation)
13 31. Plaintiff repeats and repleads Paragraphs 1 through 30, inclusive, of this
14 Complaint and incorporates them by reference as though fully set forth in this First Cause
15 of Action.
16 32. Defendants Heineman/GRAS made material misrepresentations of fact as
17 hereinbefore alleged. Such representations were in fact false and untrue.
18 33. Defendants Heineman/GRAS knew, in making such representations that
19 such representations were false, misleading and were made without intention to perform
20 or make such representations substantially true.
21 34. Such representations were made with the intent to deceive PLAINTIFFS and
22 to induce Plaintiff's reliance.
23 35. PLAINTIFFS were unaware of the falsity of DEFENDANT’S
24 representations, and actually, reasonably and justifiably relied to his detriment on
25 DEFENDANT’S representations.
26 36. Plaintiff has been damaged, and may be further damaged, as a proximate
27 result thereof.
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1 Greenfield would facilitate a good relationship between them. The Plaintiff believed this
2 relationship would be mutually agreeable and an equal effort from both parties.
3 63. Greenfield was aware of the nature of the business relationship Plaintiff was
4 trying to establish with Greenfield by being in the same industry of business. Plaintiff is
5 informed and believes and thereon alleges that Greenfield willfully entered into the
6 agreement with Plaintiff with no intention to facilitate a good, healthy and profitable
7 business relationship with Plaintiff, and therefore knowingly wasting Plaintiff’s valuable
8 time and effort, and putting Plaintiff’s reputation at risk.
9 64. Plaintiff is informed and believes and thereon alleges that all Defendants,
10 had the intention to misappropriate Plaintiff's funds in order to utilize these funds for
11 their own benefit.
12 65. Plaintiff is informed and believes and thereon alleges that Greenfield
13 accepted the requested fees from Plaintiff with the intention of not honoring the written
14 and signed agreement if the need were to arise for a refund under the terms outlaid in the
15 agreement.
16 66. As a proximate result of Defendants' conduct Plaintiff has suffered damages
17 in an amount within the jurisdictional limits of this Court, according to proof at trial.
18 67. The actions of Defendants threaten to disrupt other contractual relationships
19 and negotiations between Plaintiff and Plaintiff’s customers and potential customers. As
20 a result, Plaintiff stands to suffer great and irreparable injury, for which damages would
21 not afford adequate relief in that, among other reasons, legal remedies would not fully
22 compensate for the injuries sustained to Plaintiff's business reputation and goodwill.
23 68. In doing the things herein alleged, Defendants acted willfully and with the
24 intent to cause injury to Plaintiff. Consequently, Defendants are guilty of malice and/or
25 oppression and/or fraud in conscious disregard of Plaintiff’s rights thereby warranting an
26 award of exemplary damages in an amount to punish Defendants and to deter others from
27 engaging in similar misconduct.
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1 4. For the value of the property misappropriated, not less than $2,000,000.00, according
2 to proof at trial;
3 5. For attorney's fees and costs as allowable by law;
4 6. For prejudgment interest at the applicable legal rate;
5 7. For the value of the property converted, not less than $2,000,000.00, according to
6 proof at trial;
7 8. For an award of exemplary damages in an amount according to proof at the time of
8 trial;
9 9. For an Order requiring Defendants to show cause, if any, why they should not be
10 enjoined as hereinafter set forth, during the pendency of this action;
12 injunction requiring Defendants and their agents, servants and employees, and all persons
15 12. For such other and further relief as the court may deem just and proper.
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17 DEMAND FOR JURY TRIAL
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DATED: December 29, 2017________By: _/s/ Luke C. Zouvas
21 LUKE C. ZOUVAS, ESQ.
Attorney for Plaintiff and
22 In Pro Per
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