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1


Adriana E. Dominguez

Attorney at Law
2
Dominguez Law Office
2282 La Playa Drive South
FILED
SUPERIOR COURT OF CALIFORNIA
Costa Mesa, CA 92627 COUNTY OF ORANGE
3 CENTRAL JUSnCE CENTER
Phone (949) 860-7152
Fax (949) 666-6497 FEB 18 2011
4 E-mail:
adriana@dominguezlawoffice.com ALAN CARZ Clatk of the Coort

'?1v RL~
5
Attorney for Plaintiff )--
6

8
SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF ORANGE COUNTY

10 UNLIMITED CIVIL JURISDICTION


11

12 , an Case No.: 30-2011


13
individual; 00451527
COMPLAINT FOR DAMAGES AND
14
Plaintiff, EQUIT~LE RELIEF FOR:
15
vs. 1. DECEIT
16 2. CONSTRUCTIVE FRAUD;
STEPHANE MARCHAND, an 3. FRAUD;
17 individual; and Does 1 through 4. NEGLIGENT
18
25, inclusive MISREPRESENTATION;
5. CONVERSION;
19 6. UNJUST ENRICHMENT;
Defendants. 7. ANTICIPATORY BREACH OF
20 CONTRACT;
8. BREACH OF CONTRACT;
21
9. BREACH OF DUTY OF GOOD
22 FAITH AND FAIR DEALING.

23 DEMAND FOR GREATER THAN $25, 000. 00


JURY TRIAL DEMANDED
24
JUDGE ROBERT J. MOSS
25
DEPT. C23
26 Plaintiff , an individual ("Plaintiff")

27 alleges as follows:
28

VERIFIED COMPLAINT
- 1 -
1
1.

Plaintiff is a citizen of the United States of America

2 and resident of the State of California in the County of Orange.
3
2. Plaintiff is informed and believes based thereon alleges
4
that Defendant, Stephane Marchand, is an individual ("Defendant"),
5
and at all times relevant hereto was a citizen of the United States
6

7 of America with dual citizenship in the country of France, and

s resident of the State of California in the County of Orange.

9
3. Plaintiff is ignorant of the true names and capacities o
10
the Defendants sued herein as DOES 1 through 25, inclusive.
11
Plaintiff therefore sues these Defendants by such fictitious names.
12

13
Plaintiff will amend this Complaint to allege the true names an

14 capacities of said Defendants when the same are ascertained.

15 Plaintiff is informed and believes and on that basis alleges tha


16
Defendants, and each of them are responsible in whole or in part,
17
for the acts or omissions alleged herein. At all times herei
18
mentioned, Defendants, and each of them were acting as agents,
19

20 servants, and employees of each other and were acting within th

21 full course and scope of their agency and employment and with ful
22 knowledge and consent, either express or implied of each of th
23
other Defendants, such Defendants, and each of them, were and ar
24
jointly and severally liable with each other.
25
4. On or about November l, 2010' Plaintiff met th
26

27 defendant, Stephane Marchand, at the Altitude Entertainment office

28 located on the second floor of the Sunset Towers office building i

VERIFIED COMPLAINT
- 2 -
1
West Hollywood,

California.

Plaintiff was there to accompany his

2 friend, Marcus Sanders, who asked him to go with along to check out

3 a recording studio. Marcus Sanders was considering employment wit


4
Stephane Marchand and Altitude Entertainment. The Defendan
5
introduced himself as the CEO of Altitude Entertainment and
6
former Vice President of Lehman Brothers. After the Defendant gav
7

8 us a tour of the office and presented Marcus with business card

9 for his potential position at Altitude. Defendant also pointed ou

10 all the numerous award winning movies and commercials Altitud


11
Entertainment had produced prior to his acquisition of the compan
12
and said they would be putting up posters around the office ver
13
shortly. Plaintiff noticed the office was very lavishly decorate
14

15 and in an exclusive and expensive area. Plaintiff and Defendant

16 started to converse.
17
5. Shortly thereafter, the Defendant started
18
Plaintiff questions about his credit score and asked if he wante
19
to be the Vice President of Altitude Entertainment. The Defendant
20

21 was interested in offering Plaintiff the position because at the

22 time he had a credit score of approximately 800 points and ver


23 little debt other than his home mortgage. The Defendant said h
24
was still looking for executives for the company with sound credit
25
histories to improve their Dunn and Bradstreet and Paydex ratings.
26

27
6. At this first meeting, the Defendant offered Plaintiff a

28 $80,000.00 signing bonus to quit his job and become the Vice

VERIFIED COMPLAINT
- 3 -
President of

Altitude Entertainment.

He was not comfortabl
1

2 starting a whole new venture and quitting his job right away,

3 therefore, he told the Defendant that he could not do this. Afte


4
he declined, the Defendant said that he could keep his job and th
5
company just needed a good credit score to obtain corporate fundin
6
through Altitude Entertainment, LLC, which could be obtained i
7

8
Plaintiff became a Vice President and member of the LLC. Plaint i f

9 was still unsure about this idea. The Defendant said for him t

10 think about it and the Defneant would schedule a dinner meeting fo


11
later that week to discuss it.
12
7. On or about November 4, 2010, the Defendant invited th
13

14
Plaintiff to the Ritz Carl ton in Laguna Niguel, California, fo

15 their second meeting. The Defendant chose this location because h

16 informed Plaintiff that he lived in Ladera Ranch and it was on hi


17
way home from the Sunset Towers office. Because Plaintiff lives i
18
Orange County as well, and work a full time job, this was an easie
19
meeting place for both of them. Therefore, at about 7:30pm the
20

21 met at the hotel lobby and proceeded to a dinner meeting at th

22 Defendant's invitation. Plaintiff's friend, Marcus Sanders


23 accompanied him to this meeting as well. During the week,
24
Plaintiff had done some background investigation of the Defendant's
25
credentials in order to ask him questions and be assured that this
26
business endeavor was a good idea. The Defendant further explaine
27

28

VERIFIED COMPLAINT
- 4 -
1

his role as former Vice President of Lehman Brothers and history o

2 working in London for Chase Bank as well.

3 8. At this meeting, the Defendant indicated that he ha


4
connections in the private placement markets to get their business,
5
it's investors, and their potential movie production clients int
6
platforms on the international markets in products such as Bonn
7

8 Light, JP54, and other fuels. The business model that Defendan

9 explained to Plaintiff was aimed at revolutionizing the movi


10 production and funding industry by helping raise capital throug
11
private investment and private placement into the platform markets.
12
Defendant explained that typically it would costs 1 to 2 Billio
13
Dollars to invest in an oil tanker, which would be loaded in Afric
14

15 or the Middle East and then the product would travel through th

16 Panama Canal to the US to be sold. Defendant said that typicall


17
the tanker is filled on credit to the purchaser. Then the produc
18
is sold during it's ten day journey to the United States so that b
19
the time it reaches it's destination, the portions are sold off t
20

21 the large oil retailers and the purchaser pays off the debt o

22 purchase of the tanker, and realizes profit immediately.

23
9. Defendant told Plaintiff that due to his specifi
24
experience and personal connections Defendant had the ability t
25
gather funds in small amounts, such as one million dollar accounts,
26

27
send them to a third party brokerage house in Florida, where the

28 then collateralize all the investments through Certificates o

VERIFIED COMPLAINT
- 5 -

Deposit and gathered them up into large sums which would then b

1

2 invested into the 1-2 Billion Dollar platforms as a percentage o

3 ownership and profit interest in the oil tanker purchase.


4
Furthermore, Defendant reassured Plaintiff the million dolla
5
accounts remained in the third party escrow accounts under the nam
6
of the investor/owner during the collateralization process.
7

8 10. Defendant's idea was to either raise private capital,

9 split the profit interest with the investor, and use the Al ti tud
10
Entertainment share to fund production of films; or, in th
11
alternative, to find films that already had at least a millio
12
dollars of funds available for production and allow them to utiliz
13

the private placement platform model through Altitude Entertainmen


14

15 to raise the remaining budget necessary to complete their project.

16 Defendant told Plaintiff this would be a revolutionary busines


17
model because of the shrinking credit market and the notoriousl
18
bad credit histories of the film and production industries.
19
Furthermore, it would become a lucrative model to the film industr
20

21 because they would not be reliant on banks, private investors, o

22 product placement to complete their projects and leave producers

23 with their own avenue to execute their creative vision without th


24
interference of commercial interests. To give Plaintiff furthe
25
assurances of this business model, Defendant said he was alread
26
using it to finance construction and completion of large-seal
27

28

VERIFIED COMPLAINT
- 6 -
buildings in

both Panama and Dubai

through his other personal
1

2 business ventures.

3 11. As Plaintiff had never invested in the stock market, no


4
does he have an understanding of the international trade markets,
5
Plaintiff relied on Defendant's presentation of information. Afte
6
this discussion, the Defendant's business model seamed plausible t
7

8 Plaintiff. Plaintiff relied on Defendant's credentials an

9 experience as a former Vice President of Lehman Brothers in makin


10 his decision to join the business.
11
12. Defendant informed Plaintiff that he had purchase
12
Altitude Entertainment for approximately $400,000.00 of his ow
13

14 funds through a corporate attorney. Plaintiff relied on

15 statement in deciding to join the business because he did not thin


16 someone with so much experience and personal cash funds at stak
17
would invest so much in a business model that he did not have th
18
utmost faith in. The Defendant also stated he was not taking
19
salary from the company and that he invests 15 hour days working t
20

21 see this idea through. Plaintiff relied on this statement i

22 deciding to join the business because Plaintiff did not think that
23
Defendant would work so hard and spend so much time away from his
24
family if he did not have the intention to make the compan
25
succeed. Defendant reiterated to Plaintiff many times that
26

27
was a fool proof, cookie cutter business model. Defendant state

28 to Plaintiff that he had repeated this model over and over again t

VERIFIED COMPLAINT
- 7 -
1

build a personal net worth of multiple millions of dollars,
• whic

2 are held in offshore accounts for tax purposes.

3 13. Plaintiff and Defendant next began to discuss Plaintiff's


4
potential role in Altitude Entertainment as Vice President, shoul
5
he decide to join. Defendant said they had the "brick and mortar'
6
location at Sunset Towers secured and prepaid the lease for a
7

8 least 6 months. Defendant said he had 411 information completed.

9 Defendant said that Altitude Entertainment had excellent Dunn an


10 Bradstreet and Paydex numbers. Defendant, explained to Plaintif
11
these were the corporate credit ratings, like his credit score wit
12
the three consumer bureaus. Defendant told Plaintiff that
13

14
role as Vice President would be to become a member of the LLC t

15 increase the credit rating and provide credibility for the company,

16 while still keeping his full time job.


17
14. According to the next step for Altitude was to
18
seed funds, in the form of corporate loans. At this
19
Defendant assured Plaintiff that as Vice President,
20

21 have to take personal loans and that all funding would be

22 through corporate loans in the name of the business. Defendan


23
stated that the money obtained from the corporate loans
24
be funneled into the expense of taking Altitude
25
public, so that they could raise the remainder of the money t
26

27
start the business from the stock market. Defendant characterize

28

VERIFIED COMPLAINT
- 8 -
1

the initial corporate loans as fttier one debt" which would be pai

2 back from the stock market fundraising.

3
15. Then Defendant told Plaintiff that the profits remainin
4
would be invested through his private placement model into th
5
platforms to generate the money necessary to finance films. Th
6
Defendant assured Plaintiff he would not be personally responsibl
7

8 for any corporate debt and that they could easily raise 15 to 30

9 million dollars in the next 90 days to fund the company.


10
16. At this point The Defendant's demeanor changed fro
11
social and relaxed at the beginning of the meeting to coercive an
12
aggressive. Defendant told Plaintiff this was a unique opportunit
13

14 to get in at the ground floor of the company and become

15 millionaire. However, he also said that if Plaintiff did not


16
choose to accept this offer at this meeting, immediately, tonight,
17
he had other prospects lined up for Vice President and
18
opportunity would be lost forever.
19

20
17. Defendant presented Plaintiff with a Letter

21 Understanding and Power of Attorney agreement, which he

22 previously prepared at his office. Defendant told Plaintiff thes


23
documents were necessary to solidify his position with
24
Entertainment. The documents were pre-written and only had
25
spots for Plaintiff's name, and the date and signature lines.
26

27 18. On or about November 4, 2010 at 8:45pm at this meeting,

28 the Defendant presented Plaintiff with the Letter of Understandin

VERIFIED COMPLAINT
- 9 -
for acceptance
•and signature. A true

and correct copy of th
1

2 Letter of Understanding is attached hereto and incorporated b

3 reference as Exhibit Al. Plaintiff noticed that the Letter o


4
Understanding said the position was for "Chief Financial Officer'
5
and not "Vice President" as they had agreed (See Al paragraph 2.)
6
The Defendant told Plaintiff that this was not important. Th
7

8
Letter of Understanding also stated that the Defendant was "owne

9 and Chief Executive Officer" of Altitude Entertainment (See A

10 paragraph 2).
11
19. The Letter of Understanding also stated that th
12
Defendant "accepted responsibility for the debts" (See Al paragrap
13
1); that the debts would be used "to fund private placement" (Se
14

15 Al paragraph 1); that all debt would be corporate debt of Altitud

16 Entertainment (See Al paragraph 1); that [Plaintiff] was relieve


17
from the responsibility of the debts (See Al paragraph 1) ; tha
18
[the Defendant] would "provide complete transparency to al
19
business dealings" (See Al paragraph 2); that [the Defendant]
20

21
"shall not transfer, sale or encumber any corporate assets wi thou

22 first providing full disclosure" to [Plaintiff] (See Al paragrap

23 2) •

24
20. Furthermore, the Defendant assured Plaintiff that
25
Altitude Entertainment would "service the debts" by making th
26

27
requisite monthly payments on the loans obtained until they wer

28 paid off in full. Defendant assured Plaintiff that at anytime

VERIFIED COMPLAINT
- 10 -

Plaintiff could ask for bank accounts,

financial status and othe
1

2 documents relating to the financial health of the business and tha

3 under this agreement, Defendant had and would provide that


4
information to Plaintiff forthwith.
5
21. On or about November 4, 2010 at 8:55pm at this meeting,
6
the Defendant presented Plaintiff with the Power of
7

8 Agreement. A true and correct copy of the Power of

9 Agreement is attached hereto and incorporated by reference


10 Exhibit A2. The Power of Attorney agreement was attached to
11
Letter of Understanding, on the bottom half of the same page.
12
Defendant explained that this power of attorney agreement
13

14
necessary for him to gather the information and solicit offers

15 credit for Altitude Entertainment, since Plaintiff was going

16 maintain his full time job and would not be at the Sunset Tower
17
offices in West Hollywood on weekdays.
18
22. The Defendant said Plaintiff would also have to
19
Defendant his financial data such as tax returns, paycheck
20

21 and credit report to allow Defendant to solicit the credit

22 for Altitude Entertainment with Plaintiff as the Vice President.


23
Plaintiff noticed that the Power of Attorney agreement stated tha
24
the date was "October 10, 2010H (See A2 paragraph 1). However, th
25
Defendant said this was not important because their signature dates
26

27
were not until the present date. Plaintiff also noticed

28 Power of Attorney agreement stated "Chief Financial Officer'

VERIFIED COMPLAINT
- 11 -
1

instead of "Vice President" as

they had agreed (See A2 paragrap

2 1). Defendant again said this was not important.

3 23. The Power of Attorney agreement stated that "all fundin


4
will become the responsibility of the current C.E.O., Stephan
5
Marchand" (SEE A2 paragraph 1); that "should [the Plaintiff] chos
6
to resign from [his] position all debts shall remain the debts o
7

8 Altitude Entertainment and [Plaintiff accepts] no responsibility t

9 said debt" (See A2 paragraph 2).


10
24. On or about November 4, 2010 at 9:15pm at this meeting,
11
Defendant paid for dinner using a corporate American Express car
12
in the name of Altitude Entertainment. Plaintiff and Defendan
13

14 proceeded from the dining area to the lobby of the hotel

15 photocopied the Letter of Understanding and Power of


16 agreements. Plaintiff filled in his name in the appropriate blan
17
spots. Plaintiff signed and dated his portion of the agreements.
18
The Defendant, Stephane Marchand, signed and dated his portion o
19
the agreements and embossed each copy with the
20

21 Entertainment corporate seal. At the conclusion of this meetin

22 each party kept a fully executed original of the agreements wit


23
the embossed corporate seals.
24
25. Defendant also gave Plaintiff photocopies of
25
Secretary of State Statement of Information Filings for Altitude
26

27 Entertainment, LLC, dated October 12, 2010. True and correct

28 copies of the Secretary of State Statement of Information Filings

VERIFIED COMPLAINT
- 12 -
1
dated October
• 12, 2010 are attached

hereto and incorporated b

2 reference as Exhibit B. These were provided after Plaintiff ha

3 signed and executed the initial documents and Plaintiff was no


4
given time to thoroughly review them. Upon later review of thes
5
documents Plaintiff later noticed that the Statement of Informatio
6
had the wrong address for the business (see B Line 4); listed Jac
7

8
M. Barralon as the Chief Executive Officer of

9 Entertainment (see B line 6) ; and listed the Defendant as only

10 Member of the LLC (See B line 7) .


11
26. On or about November 5, 2010' the Defendant emaile
12
Plaintiff a contract entitled "Fee Agreement for New Member
13
Altitude Entertainment." A true and correct copy of the
14

15 Agreement is attached hereto and incorporated by reference

16 Exhibit C. The document regarded Plaintiff's potential addition a


17
a member of Altitude Entertainment, LLC, and the compensation plan.
18
Upon review of the document, Plaintiff called the Defendant
19
discuss the agreement. The Defendant told Plaintiff that since
20

21 was not going to quit his job and work full time for

22 Entertainment, Defendant would only give Plaintiff a signing

23 of $3,000.00, instead of the original $80,000.00 they


24
previously agreed upon. Defendant further stated that he
25
to solicit corporate funding with Plaintiff as merely a member o
26
Altitude Entertainment. However, Defendant told Plaintiff he waul
27

28

VERIFIED COMPLAINT
- 13 -
1

have to ultimately speak to potential creditors and consent to th

2 loans in writing.

3 27. Plaintiff noticed many spelling errors and grammar error


4
in the Fee Agreement of November 5, 2010 and therefore had hi
5
attorney revise it for the errors, although, it's content an
6
material provisions remained in the same form the Defendant ha
7

8 emailed to Plaintiff. The Fee Agreement stated that "Stephan

9 Marchand, [was] owner and C.E.O. of Altitude Entertainment LLC'


10 (See C paragraph 1) . The Fee Agreement stated Plaintiff was
11
"soon to be added member of Altitude Entertainment, a sign on bonu
12
of $3,000.00 which is predicated on funding secured by
l3

14
President/Treasurer" (See C paragraph 1). The agreement furthe

15 stated "Stephane Marchand agrees to pay a spread of 20% of all ne

16 income created per contract may secure during hi


l7
employment with Altitude Entertainment" (See C paragraph
18
Plaintiff's attorney added the agreement and execution
19
along with the signature and date lines at the bottom of the Fe
20

21
Agreement.

22 28. On or about November 10, 2010 Plaintiff signed the Fe


23
Agreement and placed it in the hands of his attorney for completio
24
and delivery to the Defendant. Plaintiff's attorney drove
25
original, partially executed, copies of the contract to the Sunse
26

27
Towers office in West Hollywood. The Defendant signed the Fe

28 Agreement and embossed each with the corporate seal of

VERIFIED COMPLAINT
- 14 -
Entertainment.
• •
The Defendant kept an original copy and Plaintiff's
1

2 attorney returned a fully executed, embossed copy of the Fe

3 Agreement to Plaintiff directly.


4
29. On or about November 6, 2010, Plaintiff was supposed t
5
attend a party in Venice, California with the Defendant. Defendan
6
told Plaintiff this was a movie industry party and would be a goo
7

8 networking opportunity for the company. They drove in separat

9 cars and Plaintiff followed Defendant from Orange County to th


10
neighborhood of the party. They arrived at about 8:00pm,
11
early, and there were no guests at the venue. Plaintiff therefor
12
suggested during the waiting period that they go to back to Wes
13

14
Hollywood, near the Sunset Towers, to the Mondrian Hotel,

15 Plaintiff could introduce the Defendant to one of his friends an

16 colleagues.
17
30. Plaintiff's friend, Jordan Hood, worked at the Hotel, an
18
Plaintiff thought this could be a good connection to start bookin
19
events and networking. After making the introduction,
20

21 and Defendant did not want to drive back to Venice and remained at

22 the Mondrian Hotel until they each eventually drove home in thei
23
separate vehicles.
24
31. Sometime in the week following the November 6, 2010
25
introduction, Jordan Hood met with the Defendant at the Sunset
26

27 Towers Office. Plaintiff was not present for this meeting. Mr.

28 Hood had a second job at a company called MIH Marketing,

VERIFIED COMPLAINT
- 15 -
1
specializing

in developing customized

Facebook pages and twitte

2 accounts. To the best of Plaintiff's knowledge and belief, at this

3 meeting, the Defendant hired MIH Marketing, through Mr. Hood, t


4
develop a custom Facebook page and twitter account and entered int
5
a written contract for these services, agreeing to pay $1,000.00 t
6
MIH Marketing. The payment was to be broken into an initial hal
7

8 payment upon commencement of the contract and a final half paymen

9 upon completion of the work.

10
32. To the best of Plaintiff's knowledge and belief, th
11
initial $500. 00 payment was made to MIH Marketing. MIH Marketin
12
completed Altitude Entertainment's customized Facebook and twi tte
13

14
accounts sometime in November or December of 2010.

15 33. On or about December 28, 2010 Mr. Hood called


16
and informed him that the work was completed, however the Defendant
17
was still refusing to make the final overdue payment of $500.00.
18
Plaintiff had his attorney contact the Defendant to inquire abou
19
the refusal of final payment. The Defendant informed her tha
20

21 there was a spelling error on one of the Facebook pages, and

22 missing movie trailer on the other page and that he would not mak
23
final payment until these errors were resolved.
24
34. Plaintiff's attorney sent an email to Mr. Hood, an
25
copied it to the Defendant and Plaintiff, addressing the errors an
26

27 assuring Mr. Hood that final payment would be made upon correction.

28

VERIFIED COMPLAINT
- 16 -
1
35. To the
• best of Plaintiff's

knowledge and belief, on o

2 about January 6, 2010, Mr. Hood contacted the Defendant directly t

3 request final payment and informed him if not made, the sites MI
4
developed may be closed down. The Defendant then sent Plaintiff a
5
email accusing Mr. Hood of a potential crime and requestin
6
Plaintiff "set him straight." True and correct copies of thes
7

8
emails are attached hereto and incorporated by reference as Exhibi

9 D.

10
36. To the best of Plaintiff's knowledge and belief, th
11
errors were fixed and final payment was due on January 11,
12
To the best of Plaintiff's knowledge and belief, the Defendant ha
13

14
never made the final payment of $500.00 due to MIH Marketing.

15 Plaintiff also heard reports that whenever Mr. Hood attempts

16 contact with the Defendant for final payment, the Defendant behaves
17
quite reprehensibly and curses Mr. Hood out over the phone.
18
37. Between November 6, 2010 and November 22, 2010 Plaintif
19
made several trips to the Sunset Towers office to discuss th
20

21 progress of Altitude Entertainment with the Defendant and to begi

22 his work as Vice President. Plaintiff brought several potential


23
investors to meet with the Defendant to discuss investment in th
24
private placement platforms.
25
38. Sometime in mid to late November of 2010, Plaintif
26

27 facilitated a meeting and presentation at the Sunset Towers offic

28 with six potential investors and two principals of a film produc

VERIFIED COMPLAINT
- 17 -
1
placement

company. The purpose of

the meeting was to buil

2 business relationships, network, strategize and bring income int

3 the company through either direct investment into a platform or


4
joint business venture. The Defendant made very little effort
5
the meeting to introduce or explain their business model o
6
strategies. After the meeting the Defendant told the Plaintiff h
7

8 did not want to pursue opportunities with any of the individuals

9 Plaintiff brought to the meeting because he did not feel any o

10 them had the money or interest to actually invest. However,


11
this meeting, Plaintiff has now come to believe Defendant's tru
12
reasons for not pursuing business with any of the potential
13
investors Plaintiff introduced him to was because Defendant does
14

15 not truly have the business connections or relationships t

16 facilitate the private placement and platform trading whic


17
Defendant originally told Plaintiff were the basis for the business
18
model of Altitude Entertainment.
19
39. On or about November 16, 2010, Plaintiff made a trip t
20

21 the Sunset Towers office to complete his addition to

22 Entertainment's Statement of Information Filing with the Californi


23 Secretary of State. The Defendant told Plaintiff that his additio
24
as a member of the LLC would be necessary to solidify his role as
25
Vice President and to secure corporate funding through corporat
26
loans for Altitude. Plaintiff brought his attorney to aid i
27

28 drafting these documents and to direct the parties as to how t

VERIFIED COMPLAINT
- 18 -
file the

documents themselves. A true

and correct copy of the
l

2 attorney's draft of the Secretary of State Amended Statement o

3 Information, signed by The Defendant himself, is attached he ret


4
and inc;orporated by refererwe as Exhibit E.
5
40. Plaintiff's attorney updated the Statement of Information
6
with the current Sunset Towers office location as the corporate
7

8 address (See E lir1€S 4 and 5). FlalnLiif' s aLLorney left Jack H.

9 Barralon as the C.E.O. on the amended version, in compliance wit


10 the original version (See E line 6) . She included the Defendant
ll
and Plaintiff, only listed as members of the LCC (See E lines 7 an
12
8). She included Mr. Barralon as the agent for service of process
13
(See E line 10). And the Defendant approved and signed this draft
14

15 (Se€ E line 13).

16 41. Plaintiff left the office that day after his attorne
17
released the Amended Secretary of State Statement of Information to
18
the Defendant's care with instructions on how to have it rushe
19
filed with a process server in Sacramento. The Defendant assure
20

2.1 Plaintiff this version wcmld be filed forthwith and he would sen

22 an Altitude Entertainment check to cover the expense. This was the


23
last Plaintiff saw of the original amendment, which he left in the
24
Defendant's. custody and posJessio~ for filing.
25
42. However, on or about January 6, 2011, Plaintiff checke
26

27 the filing status of Altitude Entertainment, LLC on the California

28 Secretary of State's website and it stated that Plaintif-f was the

VERIFIED COMPLAINT
- 19 -

'
1
Agent for

Service of Process. A true

and correct copy of the

2 California Secretary of State's Statement of Information filed b

3 Defendants without permission of Plaintiff on or about November 28,


4
2011 Rhowing aR thP. AgP.nt for SP.rvicP. of ProcP.SR is
5
attached hereto and incorporated by reference as Exhibit F.
6
43. Plaintiff therefore is now of the opinion and conclusion
7

8 LhaL Lhe DefendanL never LLled Lhe AJnendmenL !ells aLLorney prepare~

9 on November 16, 2010. Instead, Plaintiff believes Defendant file


10
a different form, substituting Plaintiff as the C.E.O. and
"
; i

for Service of process, without Plaintiff's consent, and possibl


12
with a forged signature.
13

14 44. On or about January 14, 2011, Plaintiff ordered the

15 history of the all filings for Altitude Entertainment, LLC from the
16 Secretary of State's office to see what the Defendant had actua11
17
filed.
18
45. After November 16, 2010, the Defendant told Plaintif
19

20 through various emails, phone conversations, and in person meetings

21 at the: cffi cc, that 7\l ti.tudc F:nt.crtai nmc.nt. ~":as in tro1..;bl c because

22 Defendant had been defrauded by the attorneys he purchased the


23
company through, a firm by the name of Corporate Giants. Defendant
24
said Lhe aLLox:-t1eys had ra:iled Lo set up Lhe 411 ln.Lo . una.Lio
25
listing, failed to update the website, and failed to secure the
26

27 Dunn and Bradstreet and Paydex ratings they had promised Defendant

28 to facilitate corporate funding.

VERIFIED COMPLAINT
- 20 -
46. The

Defendant subsequently said
• "our plan B" was t
1

2 secure personal loans from each LLC member to use as the see

3 capital to pay for a reverse merger to bring Altitude Entertainment


4
public and generate capital from the stock market. Defendant
5
reassured Plaintiff that these personal loans would still be th
6
responsibility of Altitude Entertainment as corporate debt and tha
7

8
the LLC would "carry the loan service" by making the monthl

9 payments.
10
4 7. Defendant also reassured Plaintiff that pursuant to th
11
Letter of Understanding, Defendant would be the party personall
12
and ultimately responsible for these loans (See Al paragraph 1) .
13

14
Defendant said Plaintiff needed to secure "micro loans" in small

15 amounts such as $5,000.00, $10,000.00 or $25,000.00 to contribut

16 to pay for the attorneys and public relations necessary to complet


17
the reverse merger process.
18
48. On or about November 23, 2010 Plaintiff went to Wells
19
Fargo and Schools First Credit Union and applied for loans.
20

21 Schools First Credit Union gave Plaintiff a $15, 000. 00 loan that

22 day. Wells Fargo kept Plaintiff's application for furthe


23
processing.
24
49. On or about November 24, 2010 Plaintiff's attorne
25
drafted a Pre-IPO Vested Interest Agreement, a true and correct
26

27 copy of which is attached hereto and incorporated by reference as

28 Exhibit G. Pursuant to the recitals of the Agreement, the mone

VERIFIED COMPLAINT
- 21 -

was for the "purpose of capital fundraising"
• (See G paragraph 3).
1

2 Also pursuant to the recitals, the money was given to Al ti tud

3 Entertainment in consideration of an intent "to undergo a reverse-


4
merger process within the next ninety to one-hundred twenty days'
5
(See G paragraph 4). Moreover, the entire $15,000.00 amount take
6
from Schools First personal loan was to be "characterized ... as deb
7

8
of the Company... [and they] shall be responsible for complete

9 service ... including the principal balance and interest due" (See

10 section I) . Because Plaintiff's loan came from the credit union,


11
they lowered his interest rate in exchange for his authorization o
12
a direct debit of the monthly payments from his personal savings
13
account held at the same bank. Therefore, Plaintiff kept $3,000.00
14

15 in his personal savings account "to fund approximately 8 months o

16 minimum payments on the debt" (See G section II and III).


17
to the Agreement, this investment entitled Plaintiff to a Pre-IP
18
vested interest in Altitude Entertainment in a share amount
19
equivalent to $12,000.00 (See G sections V and VI).
20

21 50. Plaintiff wrote out a check to "Altitude Entertainment'

22 for the amount of $12,000.00. Plaintiff printed two copies of th


23 agreement and signed and dated his portion of each in the mornin
24
before he left for work, and delivered them to the possession o
25
his attorney. A true and correct copy of the check is attache
26
hereto and incorporated by reference as Exhibit H.
27

28

VERIFIED COMPLAINT
- 22 -
51.

Plaintiff's attorney drove the

agreements to the Sunset
1

2 Towers Offices to present them to the Defendant for his review an

3 signature, in exchange for the check written to the company (Se


4
Exhibit H) . It was understood this money was for the purposes o
5
funding the reverse-merger process for Altitude Entertainment,
6
was not for the salary, personal shopping spree's, or personal us
7

8
of any kind by the Defendant.

9 52. Throughout Plaintiff's involvement with Altitud


10
Entertainment, the Defendant repeatedly made statements such as "I
11
don't take a salary from this company" or "I work 15 hour days an
12
still have not seen a paycheck."
13

14 53. Plaintiff's attorney told him that the Defendant signe

15 the agreements and accepted the check, but informed her he had
16 the corporate seal. Defendant and Plaintiff's attorney even
17
down to Defendant's car in the garage of the office building t
18
look for the seal. However, they never found it. Therefore, the
19
each retained a fully executed, signed and dated original copy o
20
21 the Pre-IPO Vested Interest Agreement, but neither one bears the

22 embossed seal of Altitude Entertainment.


23
54. On or about December 5, 2010 Wells Fargo
24
Plaintiff for a $10,000.00 personal loan. Once again, Plaintiff's
25
attorney drafted a Pre-IPO Vested Interest Agreement, a true
26

27 correct copy of which is attached hereto and incorporated

28 reference as Exhibit I. Pursuant to the recitals of the Agreement,

VERIFIED COMPLAINT
- 23 -
l
the money was
• for the ftpurpose of

capital fundraising" (See I

2 paragraph 3) • Also pursuant to the recitals, the money was give

3 to Altitude Entertainment in consideration of an intent ftto underg


4
a reverse-merger process within the next ninety to one-hundre
5
twenty days" (See I paragraph 4) • Moreover, the entire $10,000.00
6
amount taken from Wells Fargo personal loan was to
7

8
ftcharacteri zed ... as debt of the Company... [and they] shall

9 responsible for complete debt service ... including the

10 balance and interest due" (See I section I) . Wells Fargo als


11
offered Plaintiff a discounted interest rate in exchange for his
12
authorization of a direct debit of the monthly payments from
13
personal checking account held at the same bank. Therefore,
14

15 Plaintiff kept $2,000.00 in his personal checking account ftto fun

16 approximately 8 months of minimum payments on the debt" (See I


17 section II and III). Pursuant to the Agreement, this investment
18
entitled Plaintiff to a Pre-IPO vested interest in
19
Entertainment in a share amount equivalent to $10,000.00 (See
20
sections V and VI).
21

22 55. On or about December 6, 2010, Plaintiff wrote out a chec


23 to ftAl ti tude Entertainment" for the amount of $8, 000. 00.
24
and correct copy of the check is attached hereto and incorporate
25
by reference as Exhibit J. Plaintiff printed two copies
26
agreement and signed and dated his portion of each in the
27

28

VERIFIED COMPLAINT
- 24 -
before he left for work,
• •
and delivered them to the possession o
1

2 his attorney.

3
56. On the same day, Plaintiff arranged a meeting for th
4
Defendant at the Ritz Carlton in Laguna Niguel with anothe
5
potential investor, his acquaintance from high school. Plaint i f
6
gave his attorney instructions to attend and observe the meeting o
7

8 his behalf and deliver the second check and second

9 Agreement to the Defendant at this meeting.


10
57. On or about December 7, 2010, Plaintiff's attorney,
11
pursuant to his instructions, attended the meeting in Laguna Nigue
12
and at the conclusion, presented to them to the Defendant for his
13

14 review and signature, in exchange for the check written to th

15 company. It was understood this money was for the purposes o


16
funding the reverse-merger process for Altitude Entertainment, i
17
was not for the salary, personal shopping spree's, or personal us
18
of any kind by The Defendant.
19

20 58. The Defendant informed Plaintiff's attorney that he still

21 had not found the Altitude Entertainment corporate seal.


22 Therefore, they each retained a fully executed, signed and date
23
original copy of the Pre-IPO Vested Interest Agreement, but neithe
24
one bears the embossed seal of Altitude Entertainment.
25

26 59. By December 7, 2010, Plaintiff had taken out personal

27 loans totaling $25,000.00 for the purposes of funding the reverse

28 merger of Altitude Entertainment, in support of his role as Vic

VERIFIED COMPLAINT
- 25 -

President and member of the LLC.

Pursuant to Plaintiff's Letter o
1

2 Understanding, all transactions and use of funds were supposed t

3 be transparent (See Al paragraph 2). However, to date


4
Defendant refuses to give Plaintiff any bank statements, 0

5
accounting of the use of the funds Plaintiff has given to
6
Entertainment. At this point, the Defendant began to
7

8
Plaintiff to take out more personal and corporate loans.

9 60. On or about December 8, 2010, the Defendant


10
Plaintiff to apply for an Equipment Buy Back Lease program throug
11
TekCom Systems, as a corporate loan for Altitude Entertainment.
12
Therefore, Plaintiff completed the application and
13
fax number directed. For weeks there was no activity on this loa
14

15 application.

16 61. On or about December 17, 2010, the Defendant


17
Plaintiff to apply for $60,000.00 in corporate business
18
through Drew Olynick at Taycor Financial. Attached hereto
19
incorporated by reference are a series of emails dated
20

21 through December 28, 2010, from the Defendant to

22 regarding his instructions on the loan applications, as Exhibit K.


23
62. On or about December 21, 2010, Plaintiff called Daryl,
24
the loan processing agent at TekCom Systems to discuss the progres
25
on his Lease Buy Back application. Daryl began to ask Plaintif
26

27 questions as to how he knew the Defendant and why Plaintiff

28 chosen to do business with him. He asked how long Plaintiff

VERIFIED COMPLAINT
- 26 -
1
known the

Defendant and who had

introduced Plaintiff to th

2 Defendant. Daryl said "you seem like a nice guy and shoul

3 seriously consider who you are in business with.• He aske


4
Plaintiff "Why is a so-called multi millionaire worried
5
nickel and dime type loans?• He stated, he did not want to fun
6
the equipment lease because he thought "Stephane is a crook an
7

8
shady business person and that it's likely he won't pay back

9 loan.• Plaintiff confronted the Defendant about these statements.


10 The Defendant told Plaintiff that Daryl had a personal grudg
11
against him and that they should stop pursuing the lease buy bac
12
and pursue other avenues of corporate funding.
13

14
63. On or about December 27, 2010, Plaintiff called Dre

15 Olynick, the loan processing agent at Taycor Financial to discuss

16 the progress on his corporate business loan application.


17
informed Plaintiff that Taycor could not provide a business loan t
18
Altitude Entertainment because the company history, profits,
19
bank statements did not support a business loan of the magnitud
20

21 requested.

22 64. In mid to late December of 2010, the Defendant began t


23
state that Altitude Entertainment needed "$200, 000. 00 from
24
member.• Plaintiff never agreed to take out $200,000.00
25
personal loans.
26

27 65. When Plaintiff asked Defendant how he expected a full

28 time college counselor to take out $200,000.00 in loans with a W-2

VERIFIED COMPLAINT
- 27 -
salary of only
• $65,000.00, Defendant

had no answer to this
1

2 question.

3 66. Defendant further stated that Altitude Entertainment


4
still needed $170,000.00 to fund the reverse-merger process or th
5
company would fail. Attached hereto and incorporated by referenc
6
are true and correct copies of a series of emails from Th
7

8 Defendant to Plaintiff regarding the cost of the process, a

9 Exhibit L.

10
67. On or about December 28, 2010, the Defendant attempted to
11
reassure me of his good character and intentions in the fundin
12
process of Altitude Entertainment by emailing Plaintiff biblical
13

14 verses aimed at encouraging Plaintiff to continue to trust

15 Defendant and bring him money. A true and correct copy of the
16 email is attached hereto and incorporated by reference as Exhibi
17
M.
18
68. In early January, the Defendant began to send Plaintif
19

20 emails and voicemails demanding Plaintiff take out more loans.

21 After what had transpired, Plaintiff did not want to apply

22 more loans. Therefore, Plaintiff believes the Defendant began t


23
impersonate Plaintiff online, over the phone, and in emails fillin
24
out personal credit inquiries and applications as if he
25
Plaintiff, using the documents Plaintiff had provided him to pursue
26

27 corporate credit.

28

VERIFIED COMPLAINT
- 28 -
69.

Plaintiff believes Defendant

called personal credit
1

2 providers and pretended to be " ." Plaintiff furthe

3 believes Defendant filled out online applications in Plaintiff's


4
name without his authorization.
5
70. On or about early January Plaintiff received a lette
6
from Capital One stating Plaintiff had been approved for a
7

8 $1,000.00 credit line. Plaintiff immediately called the phone

9 number listed on the letter and canceled the credit line.


10
Plaintiff never applied for this credit, nor approved for the
11
Defendant to apply on his behalf.
12
71. On or about January l, 2011, Plaintiff received email
13

14 correspondence from a company named Credit Card Builders, claimin

15 Plaintiff had placed an inquiry with them and summarizing


16 conversation they had with Plaintiff in person. However, P1aintif
17
believes they spoke with Defendant while Defendant
18
impersonating Plaintiff. Attached hereto and incorporated b
19

20
reference are true and correct copies of this series of emails, as

21 Exhibit N.

22 72. The first email states "thank you for emailing Credi
23
Card Builders" (See N page 1). The second email was from
24
named "Nick Angiollo" at "credit card builders" asking how
25
credit was (See N page 2) . The third email is from someone name
26

27 "Michael Springer" claiming he had "enjoyed our conversatio

28 earlier, today" (See N page 3) . However, Plaintiff never emaile

VERIFIED COMPLAINT
- 29 -
nor spoke to

anyone at Credit

Card Builders. Furthermore, the
1

2 spelling of Plaintiff's first name is written incorrectly as ftAlenH

3 on the third email from Mr. Springer, a spelling error which th


4
Defendant routinely makes in addressing Plaintiff.
5
7 3. On or about January 4, 2011 Plaintiff had his attorne
6
called Tiber Creek, the firm the Defendant has repeatedly sai
7

8 Altitude Entertainment would be using for the reverse-merger an

9 inquire about the process and their costs. Plaintiff's attorne


10
informed him that the cost was estimated at only $7 5, 000.00 t
11
$100,000.00. This was in direct conflict with The Defendant's
12
repeated statements that the cost would be $170,000.00.
13

14 7 4. Furthermore, on or about January 4, 2011 the Defendant

15 began to send Plaintiff demands for more money and personal loans
16
and threatening to force Plaintiff to resign from Altitud
17
Entertainment if he did not raise $200,000.00. Attached hereto an
18
incorporated by reference are true and correct copies of the emails
19
stating Defendant's intent to force Plaintiff to resign i
20

21 Plaintiff did not find these funds, as Exhibit 0.

22 7 5. The first email states, ftwe are not doing a reverse


23
mergerH (See 0 page 1, paragraph 1) . This was in direct conflict
24
with Defendant's statements to Plaintiff throughout his involvement
25
with Altitude Entertainment when Defendant repeatedly said th
26

27 company was going to do a reverse merger to raise capital.

28 Furthermore, this was in direct conflict with Plaintiff's Pre-IP

VERIFIED COMPLAINT
- 30 -
1
Agreements which
• specifically referenced
• the corporate intent t

2 complete a reverse merger process.

3 7 6. Furthermore, Defendant threatened to force Plaintiff


4
resign by implication when Defendant said ~sorry you are resigning.
5
Good Luck" (See 0 page 1, paragraph 1) . Defendant stated that i
6
Plaintiff did not get $75,000.00 within 21 days of the email,
7

8 Defendant would not have a need for partners and would own th

9 company as sole managing member (See 0 page 1, paragraph 2). The


10
in a later email Defendant stated he still needed ~160k from vp'
ll
and ~200k from each member" (See 0 page 2 paragraph 3).
12
77. On or about January 7, 2011, Plaintiff found a work phon
l3

14 number for Jack Barralon, the third LLC member, through a googl

1.5 search. Plaintiff called Mr. Barralon with his attorney.


16
Plaintiff informed Mr. Barralon he was calling to inquire about his
17
experience with Altitude Entertainment and the Defendant. Mr.
18
Barralon was very glad to hear from Plaintiff and said he has bee
19
very concerned about the status of the company.
20

21 78. Mr. Barralon informed Plaintiff that he had in fact give


22 the Defendant approximately $160,000.00 for their business venture.
23
Mr. Barralon disclosed that according to his records, the vast
24
majority of the money had been used for the Defendant's ow
25
personal purposes and not for it's original business intent. The
26

27 financial records in Mr. Barralon's possessions reveal the

28 Defendant used the business funds for vacations, shopping sprees,

VERIFIED COMPLAINT
- 31 -
support expenses
• for his family, and
•even a purchase of
1

2 $10,000.00 watch.

3 80. Due to the Defendant's refusal to provide transparenc


4
and show Plaintiff where his capital investments into Altitud
5
Entertainment have been spent, and given the information from Mr.
6
Barralon, Plaintiff concluded that the Defendant is using the mone
7

8 Plaitniff gave to Altitude Entertainment for Defendant's ow

9 personal purposes as well. Furthermore, Mr. Barralon informe


10
Plaintiff that Mr. Barralon discovered from Corporate Giant tha
11
the Defendant had purchased Altitude Entertainment through them fo
12
$27,000.00, rather than the $400,000.00 Defendant repeatedl
13
claimed. And that this payment was made from Mr. Barralon's funds
14

15 of $160,000.00, rather than from the Defendant's personal monies.

16 81. Mr. Barralon also informed Plaintiff that Mr. Barralon is


17
a signatory on the lease for the Sunset Towers Office and that the
18
office lease only costs $4,000.00 per month. This is in contrast
19
to the $6, 000. 00 per month Defendant had previously claimed the
20

21 lease cost to Plaintiff.

22 82. Later that same day, Plaintiff spoke to Mr. Gunte


23
Weissman. Although Mr. Weissman is not listed on the Secretary o
24
State as an LLC member, he is listed on the Altitude Entertainment
25
website as the company Secretary. Mr. Weissman informed Plaintif
26

27 he had given the Defendant approximately $36,000.00 for th

28 company. Mr. Weissman told Plaintiff that the Defendant has not

VERIFIED COMPLAINT
- 32 -
1

provided any explanation of where Mr.

Weissman's funds have bee

2 spent to him either.

3 83. On or about January 12, 2011, Plaintiff received an email


4
from the Defendant stating that Defendant was no longer paying the
5
expenses of Altitude Entertainment, claiming that Defendant owns
6
the company alone, and that he requires $1,000,000.00 more to b
7

8 raised by the members. A true and correct copy of Defendants email

9 to Plaintiff stating these intentions is attached hereto an


10 incorporated by reference, as Exhibit P. He wrote, "Tel com ha
11
not been paid Lease has not been paid on office Lease has not bee
12
paid on office furniture" (See P paragraphs 2-4).
13

14 84. The Defendant claims in the email "I invested more mone

15 than any other member" (See P paragraph 8). This is in direct


16 controversy to Plaintiff's discussion with Mr. Barralon and Mr.
17
Weissman, which revealed that Mr. Barralon, Mr. Weissman and the
18
Plaintiff, himself, have been funding Altitude Entertainment alone,
19
and that the Defendant did not used his own personal funds fo
20

21 anything.

22 85. The Defendant stated in this email that he "earned a


23
consulting fee from" the CFO, Mr. Barralon, for income "not relate
24
to Altitude Entertainment LLC" (See P paragraph 9) . This is i
25
direct conflict with Mr. Barralon' s involvement and investment as
26

27 C.F.O. of Altitude Entertainment.

28

VERIFIED COMPLAINT
- 33 -
1
8 6.

Furthermore, the Defendant claims
• that he "bought an

2 created what I own (Altitude Entertainment)" (See P paragraph

3 Finally, the Defendant demanded $1,000,000.00 to fund the compan


4
(See P paragraph 21). This amount was broken into a 24 month lease
5
cost of "$480,000.00 with corp penthouse" and "tel com. Net. Web.
6
$100,000.00" and a personal salary of "$500,000.00" for himsel
7

8
(See P paragraphs 17-20). Defendant further states that "members

9 must raise this money" (See P paragraph 21).

10
87. The Defendant continually raises the amount of money h
11
demands of the LLC members to keep the business open an
12
operational and routinely threatens to cut Plaintiff and the othe
13
LLC members out of the business with no recourse as to their mone
14

15 invested and percentage share agreements. Defendant is i

16 violation of his promises and contracts.


17
88. Defendant does not personally, nor through the business,
18
pay the debts incurred to fund Altitude Entertainment. Plaintif
19
does not at this time believe Defendant ever intended to implement
20

21
the business model Defendant presented to Plaintiff.

22 89. Plaintiff believes that Defendant's sole purpose fo

23 Altitude Entertainment was to repeatedly search out investors o


24
LLC members and to take their investment into the company as his
25
own personal income for his own personal purposes and use.
26
90. Plaintiff further believes that due to Defendant's
27

28 systematic isolation of each investor, had Plaintiff not reache

VERIFIED COMPLAINT
- 34 -
1
out to contact
•Mr. Barralon and Mr.

Weissman himself, he woul

2 continue this pattern with future unsuspecting LLC members

3 investors.
4
91. Defendant continues to email Plaintiff about people
5
brings into the office for meetings for investment purposes. On o
6
about January 17, 2011 the Defendant sent Plaintiff an emai
7

regarding investors with ~proof of funds in hand $400,000,000.00."


8

9 A true and correct copy of the email is attached hereto an

10 incorporated by reference as Exhibit Q. Furthermore, Plaintif


11
believes that due to his dual citizenship with the United
12
and France and international bank accounts, Defendant is a
13
risk if he is confronted with the consequence of his actions.
14

15 91. This action is not subject to the provisions of Ci vi

16 Code §§ 1801, et seq. or Civil Code §§ 2981, et seq.


17
I I I
18
I I I
19
I I I
20

21
I I I

22 I I I
23 I I I
24
I I I
25
I I I
26
I I I
27

28
I I I

VERIFIED COMPLAINT
- 35 -
1
• FIRST CAUSE OF ACTION

{DECEIT AGAINST ALL DEFENDANTS)
2

3 92. Plaintiff realleges and incorporates by reference th

4 allegations set forth in paragraphs 1 through 91 supra.


5
93. Within the last three years, Defendants willfull
6
deceived Plaintiff by claiming to be the Chief Executive Officer o
7
Altitude Entertainment, LLC, a California Limited Liabili t
8

9 Company, knowing Defendants were only a member of the company, i

10 order to induce Plaintiff to become Vice President and

11 Defendants $25,000.00 towards the reverse-merger of the company,


12
which monies Defendants then used for personal purposes.
13
94. Within the last three years, Defendants willfull
14
deceived Plaintiff by claiming to have purchased Altitud
15

16 Entertainment LLC, with Defendants' own money and Defendants' ow

17 investment for the price of $400,000.00 when in fact Defendant


18 purchased the company for only $36,000.00 from money Defendants ha
19
taken from Mr. Jack Barralon, in order to induce Plaintiff t
20
become Vice President and give him $25,000.00 towards the reverse
21
merger of the company, which monies Defendants then used fo
22

23 personal purposes.

24 95. Within the last three years, Defendants made promises t


25
provide transparency in the accounting and finances of the busines
26
of Altitude Entertainment, LLC, in order to induce Plaintiff t
27
give him $25,000.00 in personal loans to fund the reverse-merge
28

VERIFIED COMPLAINT
- 36 -
1
process of the business,
• •
without intention of performing on thes

2 promises.

3 96. Within the last three years, Defendants made promises t


4
give a personal guarantee on Plaintiff's personal loans 0

5
$25,000.00 and for them to be treated as corporate debt of Altitud
6
Entertainment, LLC, and to make the monthly payments on these loan
7

8 in order to induce Plaintiff to give him the proceeds of thes

9 loans without the intention of performing on these promises.

10 97. Within the last three years, Defendants made promises t


11
Plaintiff to use Plaintiff's $25,000.00 in personal loans t
12
execute a business model for film financing utilizing investmen
13
platforms on the international markets through Altitud
14

15 Entertainment, LLC, without intention of performing on thes

16 promises.

17
98. Within the last three years, Defendants made promises t
18
Plaintiff to use the proceeds of Plaintiff's $25,000.00 in persona
19
loans to pay the cost of paying for Altitude Entertainment, LLC'
20
legal fees to perform a reverse-merger without intention o
21

22 performing on these promises.

23 I I I
24
I I I
25
I I I
26
I I I
27

28
I I I

VERIFIED COMPLAINT
- 37 -
1
• SECOND CAUSE OF ACTION

(CONSTRUCTIVE FRAUD AGAINST ALL DEFENDANTS)
2

3 99. Plaintiff realleges and incorporates by reference th

4 allegations set forth in paragraphs 1 through 98 of this complaint.


5
100. Plaintiff alleges that within the last three years,
6
Defendants owed a duty of good faith and fair dealing to Plaintiff;
7
Defendant(s) breached this duty to Plaintiff through thei
8

9
misrepresentations of himself as the Chief Executive Officer an

10 primary monetary investor of Altitude Entertainment,


11 Defendants knowingly made this misrepresentation to Plaintiff; tha
12
Plaintiff justifiably relied on this misrepresentation in decidin
13
to sign and adhere to the Letter of Understanding and Power o
14
Attorney Agreements (Exhibits A1 and A2); and that as a consequenc
15

16 of this reliance Plaintiff suffered a loss of $25,000.00.

17 a. Plaintiff alleges that the Defendants, as member ( s) o


18 Altitude Entertainment did owe the duty of good faith
19
fair dealing to anyone negotiating a contract with
20
company.
21
b. Plaintiff alleges that Defendants owed this duty of
22

23 faith and fair dealing to Plaintiff because he

24 originally a non-member third party negotiating


25
contract with Altitude Entertainment.
26
c. Defendant ( s) breached the duty of good faith and
27
dealing in their negotiations with Plaintiff
28

VERIFIED COMPLAINT
- 38 -

misrepresenting himself as the Chief Executive Officer o

1

2 Altitude Entertainment, without a reasonable basis fo

3 this belief because Defendant(s) were in fact only name


4
as a member of the company on the Secretary of Stat
5
filings in Exhibit B.
6
d. Defendant ( s) breached the duty of good faith and fai
7

8
dealing in his negotiations with Plaintiff b

9 misrepresenting that he was the primary monetary investo

10 into Altitude Entertainment, LLC, stating he ha


11
purchased the company from it's original owner wit
12
$400,000.00 of his own money.
13
e. According to Exhibit B, Mr. Jack Barralon was the name
14

15 Chief Executive Officer of Altitude Entertainment durin

16 the time of negotiation of Plaintiff's contracts,


17 Defendants should have been aware of the falsity of thi
18
information because the documents were filed
19
Defendants' attorneys and were at all times withi
20
Defendants' possession.
21

22 f. Furthermore, according to later discovered information,

23 it was Mr. Barralon' s funds, not the Defendant ( s) '


24
money, which was used as the primary monetary investmen
25
for the purchase of Altitude Entertainment for onl
26
$36,000.00.
27

28 g. Defendants intentionally and knowingly made the fals

VERIFIED COMPLAINT
- 39 -

statements to Plaintiff regarding both the source of th

1

2 income used to purchase Altitude Entertainment, and as t

3 the price.
4
h. Furthermore, Plaintiff had no reason to know of th
5
Defendant (s)' misrepresentation of his status as Chie
6
Executive Officer of the company during the negotiatio
7

8
of Plaintiff's Power of Attorney and Letter 0

9 Understanding, Exhibits Al and A2, because Plaintiff wa


10 not given copies of the Secretary of State Filings,
11
Exhibit B, until after he signed the agreements.
12
i. Plaintiff relied on Defendant(s)' false representation o
13
himself as Chief Executive Officer of Altitud
14

15 Entertainment in his negotiations and decision to adher

16 to the Power of Attorney and Letter of Understandin


17 agreements because he believed Defendants to have th
18
authority to negotiate and adhere the company to sue
19
agreements.
20
j . Plaintiff further alleges that this reliance wa
21

22 justifiable in that he had no reason to doub

23 Defendant ( s) ' status because Defendant ( s) had introduce


24
himself as such at the Sunset Towers office, whe
25
Defendant(s) were the only person present and working i
26
the office, and used corporate credit cards
27

28
of the business to make purchases in Plaintiff'

VERIFIED COMPLAINT
- 40 -
1

presence.

2 k. Plaintiff relied on Defendant(s)' misrepresentations tha

3 he was the primary monetary investor in the purchase o


4
Altitude Entertainment for the price of $400,000.00.
5
1. Plaintiff had no reason to doubt Defendant(s)' statement
6
because he was the only person working at the Sunse
7

8 Towers office everyday. Plaintiff knew the Sunset Tower

9 offices to be very exclusive and expensive busines


10 accommodations with lavish furnishings. Plaintiff als
11
understood from Defendants that prior to
12
Altitude Entertainment had produced numerous
13
winning movies and commercials. Plaintiff also kne
14

1.5 Defendant(s) himself lived in Ladera Ranch, a

16 exclusive and expensive neighborhood in California.


17
m. Plaintiff was induced to begin a business relationshi
18
with Defendant(s) misrepresenting himself as Chie
19
Executive Officer of Altitude Entertainment becaus
20
Plaintiff was made to believe the company to have
21

22 of at least $400,000.00 or more and that he was

23 financial investment into a profitable business.


24
n. As a result of Plaintiff's reliance on the Defendant (s)'
25
statements, Plaintiff executed and adhered to the
26
of Attorney and Letter of Understanding agreements
27

28
eventually gave Defendant $25,000.00 toward the proces

VERIFIED COMPLAINT
- 41 -
1

of bringing the business public.

2 101. Plaintiff further alleges that within the last thre

3 years, Defendants owed a duty of loyalty and care, which encumbere


4
the truthfulness and transparency in the disclosure of th
5
financial affairs of Altitude Entertainment, LLC to Plaintiff, a
6
they were both members of the company.
7

8 a. Pursuant to California Business and Professions Codes,

9 members of a California limited liability company ow


10 each other a duty of loyalty and care, which encumber
11
the truthfulness and transparency in their busines
12
dealings regarding the company.
13
b. Prior to the execution of the Pre- IPO vested interes
14

15 agreements, Defendants executed new filings, Exhibit

16 with the Secretary of State naming Plaintiff as a membe


17
of A1 ti tude Entertainment, LLC. Therefore, Defendant
18
owed Plaintiff a duty of loyalty and care and th
19
encumbered truthfulness and transparency in the busines
20
dealings regarding the company.
21

22 102. Defendants breached these duties to Plaintiff b

23 contractually and verbally agreeing to spend Plaintiff's financia


24
investment into the company for the purpose of taking the compan
25
through a reverse-merger process, but instead Defendant(s)
26
routinely spent the Plaintiff's financial investments into
27

28
company for his own personal use and refused to disclose

VERIFIED COMPLAINT
- 42 -
1

financial status of the company to Plaintiff.

2 103. Defendant(s) knowingly spent the money Plaintiff gave hi

3 on personal expenses. Defendant(s) purposefully refused to disclos


4
his actions to Plaintiff by regularly refusing to produce th
5
income and expenses of the company when requested by Plaintiff.
6
104. Plaintiff justifiably relied on Defendant(s)' contractua
7

8
and verbal representations in deciding to sign and adhere to th

9 two Pre- IPO Vested Interest Agreements, Exhibits G and I becaus

10 Defendant(s)' business activities prior to the signing of th


11
agreements were in reasonable conformance to that of a perso
12
running the day-to-day operations of an Entertainment
13
seeking investment opportunities, business opportunities, and
14

15 reverse-merger process to go public.

16 105. As a consequence of Plaintiff's reliance on Defendant(s)'


17
false verbal and contractual representations, Plaintiff took ou
18
personal loans to fund the reverse-merger process of Altitud
19
Entertainment and therefore suffered a loss of $25,000.00 plu
20
interest accrued to date on these loans.
21

22 I I I
23 I I I
24
I I I
25
I I I
26
I I I
27

28
I I I

VERIFIED COMPLAINT
- 43 -
1
• •
THIRD CAUSE OF ACTION
(FRAUD AGAINST ALL DEFENDANTS)
2

3 106. Plaintiff realleges and incorporates by reference

4 allegations set forth in paragraphs 1 through 105 of thi


5
complaint.
6
107. Plaintiff alleges that within the last three years,
7
Defendants knowingly made false representations to Plaintiff,
8

9
stating Defendant ( s) himself was the Chief Executive Officer o

10 Altitude Entertainment, LLC and that Defendant(s) had purchased th

11 company for $400, 000. 00 of his own money from the prior owner.
12
When in fact, Mr. Jack Barralon was the Chief Executive Officer o
13
Altitude Entertainment, LLC and Mr. Barralon's money had been use
14
to purchase the company for only $36,000.00.
15

16 a. That Defendants made these statements in an effort t

17 mislead Plaintiff as to the worth of the company and


18 Defendant ( s) ' role in obtaining and conducting
19
business of the company in order to induce Plaintiff t
20
enter into the Letter of Understanding and Power o
21
Attorney agreements, Exhibits A1 and A2.
22

23 b. That Plaintiff relied on these false representations i

24 his decision to sign and adhere to the Letter


25
Understanding and Power of Attorney agreements.
26
c. That Plaintiff's reliance on these false representations
27
was reasonable and justifiable because Defendant was the
28

VERIFIED COMPLAINT
- 44 -
1
only
•person working at the

Sunset Towers office on

2 daily basis; made purchases on corporate credit cards i

3 Plaintiff's presence; Plaintiff knew the Sunset Tower


4
office to be an exclusive and expensive business area an
5
the office had lavish furnishings; and Plaintiff kne
6
Defendants also lived in an exclusive and expensiv
7

8 neighborhood; and finally, because Plaintiff did not se

9 the actual Secretary of State Filings for


10 Entertainment, LLC until after he signed thes
11
agreements.
12
d. That as a consequence Plaintiff's reliance
13
Defendant(s)' false representations, Plaintiff engaged
14

15 the Letter of Understanding and Power of Attorney

16 suffered a loss of $25,000.00.


17
108. Plaintiff alleges that within the last three years,
18
Defendants made promises to Plaintiff in the Letter 0
19
Understanding and Power of Attorney agreements, Exhibits Al and A2,
20
without any intention of performing on these promises.
21

22 a. Pursuant to the Letter of Understanding, Defendant

23 promised Plaintiff that Altitude Entertainment woul


24
accept all debt created as corporate debt, and reliev
25
the Plaintiff of all liability from the debts incurred.
26
b. Pursuant to the Letter of Understanding, Defendants
27

28 promised Plaintiff to provide complete transparency wit

VERIFIED COMPLAINT
- 45 -
1

regard to all business dealings of the company,
• and tha

2 Defendants shall not transfer, sale or encumber an

3 corporate asset without providing full disclosure of sue


4
to Plaintiff.
5
c. Pursuant to the Power of Attorney agreement, Defendant
6
promised Plaintiff that all funding, including the deb
7

8 required to fund capital for Altitude Entertainment,

9 would be the responsibility of the Defendants and not o


10 the Plaintiff.
11
d. Defendants made the promises to Plaintiff pursuant to th
12
contracts listed supra without any intention 0
13
performing on them.
14

15 e. Defendants knowingly made these promises to Plaintif

16 because Defendant(s) drafted the contracts himself.


17
f. Defendants made these false promises with purpose o
18
inducing Plaintiff to sign and adhere to the agreement
19
by providing him false assurances that the debt create
20

21
for funding Altitude Entertainment, LLC would

22 corporate debt rather than the Plaintiff's individua

23 responsibility.
24
g. To Date, Defendants have not made a single payment on th
25
personal loans Plaintiff incurred to provide
26
funding for Altitude Entertainment, LLC. And Defendant
27

28
have repeatedly taken actions, sent emails and

VERIFIED COMPLAINT
- 46 -
1
• •
verbal comments indicating an intent not to make a singl

2 payment on the debts, but rather to leave Plaintiff wit

3 the sole responsibility for the debts.


4
h. To Date, Defendants have never given an accounting of th
5
business dealings, financial status or the encumbrances
6
or assets of the company to Plaintiff, despit
7

8
Plaintiff's repeated requests for such disclosures.

9 i. Plaintiff relied on the promises in his decision to sig

10 and adhere and perform on these agreements. An


11
Plaintiff's reliance was justifiable because Plaintif
12
had no reason to doubt Defendant(s)' truth and voracit
13
in the promises at the time he signed and agreed an
14

15 performed on the contracts.

16 j. As a direct result of Plaintiff's reliance on th


17 Defendant (s)' false promises and Plaintiff's performanc
18
under the contracts, Plaintiff suffered a loss o
19
$25,000.00.
20
109. Plaintiff alleges that within the last three years,
21

22 Defendants made promises to Plaintiff in the Fee Agreement for Ne

23 Member of Altitude Entertainment, Exhibit C, without any intentio


24
of performing on these promises.
25
a. Pursuant to the Fee Agreement, Exhibit C, Defendants
26
promised Plaintiff to pay Plaintiff a spread of 20% o
27

28
all net income created per contract by the Plaintif

VERIFIED COMPLAINT
- 47 -

during his employment with Altitude Entertainment.

1

2 b. Defendants made these false promises with purpose o

3 inducing Plaintiff to sign and adhere to the agreements


4
by providing him false assurances that he would ear
5
income from Plaintiff's work with the Defendants and o
6
behalf of Altitude Entertainment.
7

8 c. Defendants made the promises to Plaintiff pursuant to th

9 Fee Agreement listed supra without any intention o


10 performing on them.
11
d. Defendants knowingly made these promises to Plaintif
12
because Defendant(s) drafted the contracts himself.
13
e. To date, Defendants have not engaged in the business
14

15 model he discussed with Plaintiff by routinely refusin

16 to pursue the business opportunities and clients that


17
Plaintiff has brought to Altitude Entertainment.
18
f. To date, Defendants have never disclosed the business,
19
contracts, sources of income, or profits, of Altitud
20

21
Entertainment to Plaintiff, nor paid him a commissio

22 spread on any business opportunities which Plaintiff has

23 brought to the company. Instead, Defendants routinel


24
spend the funds Plaintiff has brought to the company o
25
Defendant(s)' own personal expenses.
26
g. Plaintiff relied on the Defendant ( s)' false promises i
27

28 his decision to sign and adhere and perform on this

VERIFIED COMPLAINT
- 48 -
agreement.
• And Plaintiff's

reliance was justifiabl
1

2 because Plaintiff had no reason to doubt Defendant ( s) '

3 truth and voracity in the promises at the time he signe


4
and agreed and performed on the contracts.
5
h. As a direct result of Plaintiff's reliance on th
6
Defendant ( s)' false promises and Plaintiff's performanc
7

8
under the contracts, Plaintiff suffered a loss 0

9 $25,000.00.

10 110. Plaintiff alleges that within the last three years,


11
Defendants made promises to Plaintiff in the Pre-IPO Veste
12
Interest Agreements, Exhibits G and I, without any intention o
13
performing on these promises.
14

15 a. Pursuant to the Pre-IPO Vested Interest Agreements,

16 Exhibits G and I, Defendants promised Plaintiff to us


17
the Plaintiff's funds to take Altitude Entertainment
18
public through a reverse-merger process.
19
b. Pursuant to the Pre-IPO Vested Interest Agreements,
20
Exhibits G and I, Defendants promised Plaintiff
21

22 personal loans used to supply funds to

23 Entertainment would be characterized as company


24
that the company would be responsible for all payments o
25
the loans.
26
c. Pursuant to the Pre-IPO Vested Interest Agreements,
27

28
Exhibits G and I, Defendants promised Plaintiff that he

VERIFIED COMPLAINT
- 49 -
1
• •
would participate in the shareholder returns process o

2 Altitude Entertainment and that his capital investments

3 into the company would entitle him to a proportionat


4
vested interest in the company during the process o
5
taking the company public.
6
d. Defendants made these false promises with purpose o
7

8
inducing Plaintiff to sign and adhere to the agreement

9 by providing him false assurances that he would earn


10 return on his investment from his capital funds raise
11
for Altitude Entertainment.
12
e. Defendants made the promises to Plaintiff pursuant to the
13
Pre-IPO Vested Interest Agreements listed supra without
14

15 any intention of performing on them.

16 f. Defendants knowingly made these promises to Plaintif


17
because Defendant read the agreements and signed them
18
his own hand, in the presence of Plaintiff's attorney.
19
g. To date, Defendants have not used the funds provided
20
Plaintiff to pay for the reverse-merger process
21

22 Altitude Entertainment public for these

23 Instead, Defendant(s) have used the funds provided


24
Plaintiff for his own personal expenses, and not for the
25
payment of attorney fees, public relations fees,
26
advertising fees, or other expenses associated with th
27

28
reverse-merger process.

VERIFIED COMPLAINT
- 50 -
• •
h. To Date, Defendants have not made a single payment on the
1

2 personal loans Plaintiff incurred to provide capital

3 funding for Altitude Entertainment, LLC. And Defendants


4
have repeatedly made actions, sent emails and made verbal
5
comments indicating an intent not to make a single
6
payment on the debts, but rather to leave Plaintiff wit
7

8
the sole responsibility for the debts.

9 i. To date, Defendants have made no efforts to take Altitude


10 Entertainment, LLC public through a reverse-merge
11
process, nor made any other efforts to issue shares i
12
the company. Instead, Defendants have written emails
13
rescinding the intent to do this as evinced by Defendants
14

15 email to the Plaintiff on January 4, 2011, in Exhibit 0,

16 where Defendants stated they would not be taking Altitud


17 Entertainment through the reverse-merger process.
18
j . Plaintiff relied on the Defendant ( s) ' false promises i
19
his decision to sign and adhere and perform on these
20
agreements. And Plaintiff's reliance was justifiable
21

22 because Plaintiff had no reason to doubt Defendant (s)'

23 truth and voracity in the promises at the time he signe


24
and agreed and performed on the contracts.
25
k. As a direct result of Plaintiff's reliance on the
26
Defendant ( s)' false promises and Plaintiff's performance
27

28
under the contracts, Plaintiff suffered a loss of

VERIFIED COMPLAINT
- 51 -

$25,000.00 plus the interest

accrued to date on the
1

2 personal loans used to fund Altitude Entertainment's

3 reverse-merger process.
4
FOURTH CAUSE OF ACTION
5
(NEGLIGENT MISREPRESENTATION AGAINST ALL DEFENDANTS)
6
111. Plaintiff realleges and incorporates by reference th
7
allegations set forth in paragraphs 1 through 110 of this
8

9
Complaint.

10 112. Plaintiff alleges that within the last three years,


11 Defendants made false representations as to past and existin
12
material facts with regard to the identity of the owners an
13
primary investors, and the purchase price and worth of Altitud
14
Entertainment, LLC; Defendants lacked reasonable grounds for belie
15

16 in the truths of these false representations maid to Plaintiff;

17 that Plaintiff justifiably relied on these false representations i


18 deciding to sign, adhere and perform on the Letter of Understandin
19
and Power of Attorney Agreements (Exhibits A1 and A2); and that as
20
a proximate result of Plaintiff's reliance on these false
21
representations Plaintiff, suffered a loss of $25,000.00.
22

23 a. Plaintiff alleges the identity of the owners, identity o

24 the primary investors, purchase price, and worth o


25
Altitude Entertainment, LLC were material facts
26
negotiation and creation of the Letter of Understandin
27
and Power of Attorney Agreements because they are
28

VERIFIED COMPLAINT
- 52 -
1

characteristics used in evaluating the
• feasibility of

2 company and it's business model.

3 b. During negotiations of the Letter of Understanding an


4
Power of Attorney Agreements, and as referenced in
5
agreements themselves, Defendant(s) represented himsel
6
to Plaintiff as the Chief Executive Officer of Altitude
7

8 Entertainment, LLC.

9 c. Defendants did not have a reasonable basis for this

10 belief because Defendant(s) was in fact only named as


11
member of the company on the Secretary of State filings
12
in Exhibit B. According to Exhibig B, Mr. Jack Barralo
13
was the named Chief Executive Officer of the company at
14

15 this time. These filings were prepared by Defendant ( s)'

16 attorneys and in Defendant(s)' possession at all


17
during the negotiations and executions of the
18
Understanding and Power of Attorney Agreements.
19
d. During negotiations of the Letter of Understanding
20

21
Power of Attorney Agreements, Defendant(s) represente

22 himself to Plaintiff as the primary monetary

23 into Altitude Entertainment, LLC, stating he


24
purchased the company from it's original owner with his
25
own money. Defendants further represented to Plaintif
26
the purchase price was $400,000.00 and that the compan
27

28 was actually worth far more than this price because it

VERIFIED COMPLAINT
- 53 -

was undervalued at the time of purchase.

1

2 e. Defendants did not have a reasonable basis for this

3 belief because Plaintiff later discovered it was Mr.


4
Barralon's funds, not the Defendant(s)' own money, whic
5
was used as the primary monetary investment for th
6
purchase of Altitude Entertainment, LLC; the purchase wa
7

8 arranged through Defendant(s)' attorneys at Defendant(s)'

9 request; and the purchase price was only $36,000.00.


10 f. Defendants made these false statements to Plaintif
11
regarding his executive status, the source of the income
12
used to purchase Altitude Entertainment, and as to the
13
price and worth of the company with the intent to inflat
14

15 the value of the company and his authority within

16 company in the eyes of Plaintiff in order to induce hi


17
to execute and perform on the Letter of Understanding
18
Power of Attorney Agreements.
19
g. Furthermore, Plaintiff had no reason to know of the
20
Defendant(s)' false representations of his status as
21

22 Chief Executive Officer of the company during the

23 negotiation of Plaintiff's Power of Attorney and Lette


24
of Understanding, Exhibits Al and A2, because Plaintif
25
was not given copies of the Secretary of State Filings,
26
Exhibit B, until after he signed the agreements.
27

28 h. Plaintiff relied on Defendant ( s) ' false representations

VERIFIED COMPLAINT
- 54 -
of

himself as Chief Executive
• Officer of Altitude
1

2 Entertainment in his negotiations and decision to adhere

3 to the Power of Attorney and Letter of Understandin


4
agreements because he believed Defendants to have th
5
authority to negotiate and adhere the company to sue
6
agreements.
7

8
i. Plaintiff further alleges that this reliance was

9 justifiable in that he had no reason to doubt


10 Defendant ( s) ' status because Defendant ( s) had introduce
11
himself as such at the Sunset Towers office, whe
12
Defendants were the only person present and working i
13
the office, and used corporate credit cards in the
14

15 of the business to make purchases in Plaintiff'

16 presence.
17 j. Plaintiff justifiably relied on Defendant(s)' fals
18
representations that he was the primary monetary investo
19
in the purchase of Altitude Entertainment for the price
20
of $400,000.00.
21

22 k. Plaintiff had no reason to doubt Defendant(s)' statements

23 because he was the only person working at the Sunset


24
Towers office everyday. Plaintiff knew the Sunset Towers
25
offices to be very exclusive and expensive business
26
accommodations with lavish furnishings. Plaintiff als
27

28
understood from Defendant that prior to acquisition,

VERIFIED COMPLAINT
- 55 -
1
Altitude
• Entertainment had

produced numerous a war

2 winning movies and commercials. Plaintiff also kne

3 Defendant himself lived in Ladera Ranch, a very exclusiv


4
and expensive neighborhood in California.
5
1. Plaintiff was induced to begin a business relationshi
6
with Defendant as Chief Executive Officer of Altitud
7

8
Entertainment because he believed the company to have

9 value of at least $400,000.00 or more and that he


10 providing financial investment into a profitabl
11
business.
12
m. As a direct and proximate result of Plaintiff's reliance
13
on the Defendant(s)' false statements, Plaintiff execute
14

15 and adhered to the Power of Attorney and Letter o

16 Understanding agreements, and eventually performed o


17
those agreements when Plaintiff gave Defendant $25,000.00
18
toward the process of bringing the business public.
19
Therefore, Plaintiff suffered a loss of $25, 000.00 as a
20
direct and proximate result of Defendant (s)' fals
21

22 representations.

23 I I I
24
I I I
25
I I I
26
I I I
27

28
I I I

VERIFIED COMPLAINT
- 56 -
• •
1 FIFTH CAUSE OF ACTION
(CONVERSION AGAINST ALL DEFENDANTS)
2

3
113. Plaintiff realleges and incorporates by reference th
4
allegations set forth in paragraphs 1 through 112 of this
5
Complaint.
6
114. Within the last two years, Plaintiff delivered $25,000.00
7
of Plaintiff's own money, obtained through Plaintiff's own personal
8
loans, in identifiable funds in the form of two separate checks,
9
Exhibits H and J, into the hands of the Defendants.
10
115. The $25,000.00 in identifiable funds were to be use
11
pursuant to Plaintiff's Pre- IPO Vested Interest Agreements,
12
Exhibits G and I, for the specific purpose of paying Altitude
13
Entertainment, LLC's expenses related to the reverse-merger process
14 of taking the company public.
15 116. Defendants knowingly, and wrongfully, disposed of thes
16
funds for the purpose of paying their own personal expenses. An
17 by doing so, Defendants permanently deprived Plaintiff of the us
18 of these funds for the purposes specified in the Pre- IPO Veste
19 Interest Agreements.
20 117. As a direct and proximate result of Defendant(s)'
21 wrongful disposition of these funds, Plaintiff suffered a loss o
22 the entire earmarked funds in the amount of $25,000.00.
23 I I I
24 I I I
25 I I I
26 I I I
27 I I I
28

VERIFIED COMPLAINT
- 57 -
• •
1 SIXTH CAUSE OF ACTION
(UNJUST ENRICHMENT AGAINST ALL DEFENDANTS)
2

3 118. Plaintiff realleges and incorporates by reference th

4 allegations set forth in paragraphs 1 through 117 of this


5
Complaint.
6

7 119. Plaintiff is informed and believes and based thereo

8
alleges that Defendants accepted and improperly retained th

9
benefits conferred by Plaintiff in, inter alia, securing persona

10
loans in the amount of $25,000.00 to fund the expenses of th
reverse-merger process of taking Altitude Entertainment, LL
11

12
public. Defendants subsequently used those funds to pa
Defendant(s)' own personal expenses. As a result
13

14
Defendants have been unjustly enriched and should be ordered to pa

15
the appropriate damages according to proof.

16
SEVENTH CAUSE OF ACTION
(ANTICIPATORY BREACH OF CONTRACT AGAINST ALL DEFENDANTS)
17

18
120. Plaintiff realleges and incorporates by reference th
19
allegations set forth in paragraphs 1 through 119 of this
20
Complaint.
21

22
121. On or about November 24, 2010 at West Hollywood,
23 California, Plaintiff and Defendants entered into a writte
24
Agreement, the Pre-IPO Vested Interest Agreement, Exhibit G,
25
incorporated here by reference.
26 122. On or about December 7' 2010 at Laguna Niguel,
27 California, Plaintiff and Defendants entered into a writte
28

VERIFIED COMPLAINT
- 58 -
• •
1 Agreement, the Pre-IPO Vested Interest Agreement, Exhibit I,
2 incorporated here by reference.
3 123. Plaintiff has performed all conditions, covenants, an

4 promises required on his part to be performed in accordance wit

5 the terms and conditions of the contracts, including but no

6 limited to, delivering funds of $25, 000. 00 into possession of th


7 Defendants to pay the expenses of the reverse-merger process o
8 taking Altitude Entertainment, LLC public; and furthermore,
9 generating business opportunities and client contacts in attempt

10 to earn income for the company.


11 124. Plaintiff has routinely through email and verba
12 communications requested that Defendants perform their obligation
13 under the contract on a regular basis since the inception of th
14 contracts.
15 125. Defendants have committed an anticipatory breach of th

16 contracts by repudiating his performance under the contract

17 through clear and definite notice of Defendant ( s)' acts in bot


18 express and implied manners before the time for Defendant(s)'
19 performance has come due.

20 a. Defendants expressly stated to Plaintiff his refusal t

21 perform on these Agreements. Pursuant to an email fro

22 Defendants to Plaintiff on January 4, 2010, Exhibit

23 Defendants specifically stated that he was not going t

24 do a reverse-merger process with Altitude Entertainment.

25 Defendants further stated that he expected the Plaintif

26 to resign from the company and that he would then becom

27 the sole managing member of the company.

28 b. Defendant ( s) ' knowing use of Plaintiff's funds fo

VERIFIED COMPLAINT
- 59 -
• •
1 Defendant ( s)' own personal expenses and refusal to pa
2 the expenses necessary to keep the business operational,
3 including, but not limited to a refusal to pay th
4 company's lease obligations, telephone and furnitur
5 expenses, or the expenses associated with the attorne
6 fees or public relations costs of preparing the reverse
7 merger, imply that it is impossible for Defendants t
8 perform on the agreements because Defendants hav
9 misappropriated the funds. Defendants communicated thes
10 failures to pay to Plaintiff on January 12, 2010 in a
11 email from Defendants to Plaintiff, Exhibit P.
12 12 6. As a direct and proximate result of Defendant ( s) '
13 anticipatory breach of the contract, Plaintiff has suffered damage
14 in the sum of $25,000.00 plus interest on the personal loans use
15 to generate these funds.
16 I I I
17 I I I
18 I I I
19 I I I
20 I I I
21 I I I
22 I I I
23 I I I
24 I I I
25 I I I
26 I I I
27 I I I
28 I I I

VERIFIED COMPLAINT
- 60 -
• •
1 EIGHTH CAUSE OF ACTION
2 (BREACH OF CONTRACT AGAINST ALL DEFENDANTS)

3
127. Plaintiff realleges and incorporates by reference
4

5 allegations set forth in paragraphs 1 through 126 of thi

6 Complaint.
7
128. On or about November 4, 2010 at Laguna Niguel,
8
California, Plaintiff and Defendants entered into a writte
9
Agreement, the Letter of Understanding, Exhibit Al, incorporate
10
here by reference.
11
12 9. On or about November 4' 2010 at Laguna Niguel,
12
California, Plaintiff and Defendants entered into a writte
13
Agreement, the Power of Attorney Agreement, Exhibit A2,
14
incorporated here by reference.
15
130. Plaintiff has performed all conditions, covenants, an
16
promises required on his part to be performed in accordance wit
17
the terms and conditions of the contracts, including but no
18
limited to, securing personal loans in order to deliver funds o
19
$25,000.00 into possession of the Defendants to pay the expenses o
20
the reverse-merger process of taking Altitude Entertainment, LL
21
public; and furthermore, generating business opportunities an
22
client contacts in attempts to earn income for the company.
23
131. Plaintiff has routinely through email and verbal
24
communications requested that Defendants perform their obligations
25
under the contract on a regular basis since the inception of th
26
contracts.
27 132. Defendants have committed a breach of the contracts b
28

VERIFIED COMPLAINT
- 61 -
failing to

assume the personal debts of
• Plaintiff as corporat
1

2 debts of the company; failing to personally guarantee and tak

3 responsibility for the loans; failing to make any payments on th


4
loans; failing to provide transparency as to the income, expenses,
5
profits, and encumbrances of the company to Plaintiff; an
6
attempting to force Plaintiff to resign from the company and kee
7

8
all the personal loans as his own debt.

9 a. Pursuant to the Letter of Understanding, Defendant


10 promised Plaintiff that Altitude Entertainment waul
11
accept all debt created as corporate debt, and reliev
12
the Plaintiff of all liability from the debts incurred.
13
b. Pursuant to the Letter of Understanding, Defendant
14

15 promised Plaintiff to provide complete transparency wit

16 regard to all business dealings of the company, and tha


17 Defendants shall not transfer, sale or encumber an
18
corporate asset without providing full disclosure of sue
19
to Plaintiff.
20
c. Pursuant to the Power of Attorney agreement, Defendant
21

22 promised Plaintiff that all funding, including the deb

23 required to fund capital for Altitude Entertainment,


24
would be the responsibility of the Defendants and not o
25
the Plaintiff.
26
d. Defendants knowingly made these promises to Plaintif
27

28
because Defendant(s) drafted the contracts himself.

VERIFIED COMPLAINT
- 62 -
• •
e. To Date, Defendants have not made a single payment on th
1

2 personal loans Plaintiff incurred to provide capita

3 funding for Altitude Entertainment, LLC. And Defendant


4
have repeatedly taken actions, sent emails and mad
5
verbal comments indicating an intent not to make a singl
6
payment on the debts, but rather to leave Plaintiff wit
7

8 the sole responsibility for the debts.

9 f. To Date, Defendants have never given an accounting of th


10 business dealings, financial status or the encumbrance
11
or assets of the company to Plaintiff, despit
12
Plaintiff's repeated requests for such disclosures.
13
133. As a direct and proximate result of Defendant(s)' breac
14

15 of the contract, Plaintiff has suffered damages in the sum o

16 $25, 000. 00 plus interest on the personal loans used to generat


17 these funds.
18
I I I
19
I I I
20

21
I I I

22 I I I

23 I I I
24
I I I
25
I I I
26
I I I
27

28
I I I

VERIFIED COMPLAINT
- 63 -
• •
1 NINTH CAUSE OF ACTION
(BREACH OF DUTY OF GOOD FAITH AND FAIR DEALING AGAINST ALL
2
DEFENDANTS)
3

4 134. Plaintiff realleges and incorporates by reference th

5 allegations set forth in paragraphs 1 through 133 of thi


6
complaint.
7

8
135. On or about November 24, 2010 at West Hollywood,
California, Plaintiff and Defendants entered into a writte
9
Agreement, the Pre-IPO Vested Interest Agreement, Exhibit G,
10

11
incorporated here by reference.
136. On or about December 7' 2010 at Laguna Niguel,
12
California, Plaintiff and Defendants entered into a writte
13
Agreement, the Pre-IPO Vested Interest Agreement, Exhibit I,
14

15
incorporated here by reference.
137. As parties to these contracts, Defendants owed Plaintif
16

17
the implied covenants of good faith and fair dealing in tha

18
neither party should have done anything to injure the right of
other party to receive the benefits of the agreement;
19
simultaneously, the Defendants further owed Plaintiffs, pursuant t
20
these covenants, the duty to do everything the agreement
21
presuppose that Defendants will do to accomplish the purposes o
22
the agreements.
23
138. Plaintiff has performed all conditions, covenants,
24
promises required on his part to be performed in accordance wit
25
the terms and conditions of the contracts, including but
26
limited to, delivering funds of $25,000.00 into possession of
27
Defendants to pay the expenses of the reverse-merger process
28

VERIFIED COMPLAINT
- 64 -
• •
1 taking Altitude Entertainment, LLC public; and furthermore,
2 generating business opportunities and client contacts in attempt
3 to earn income for the company.
4 139. Plaintiff has routinely through email and verba
5 communications requested that Defendants perform their obligation
6 under the contract on a regular basis since the inception of th
7 contracts.
8 140. Defendants unfairly prevented Plaintiff from receivin
9 the benefits that Plaintiff was entitled to receive under thes
10 agreements because Defendants knowingly used the $25,000.00 i
11 Plaintiff's funds, which were intended to pay for
12 Entertainment's expenses related to the reverse-merger process, t
13 pay Defendant(s)' own personal, non-business, expenses.
14 141. Defendants further unfairly prevented Plaintiff
15 receiving the benefits that Plaintiff was entitled to receive unde
16 these agreements because Defendants refused to pay the expense
17 necessary to keep the business operational, including, but
18 limited to a refusal to pay the company's lease obligations,
19 telephone and furniture expenses, thereby rendering it almos
20 impossible for Defendants to perform on the agreements becaus
21 Defendants have misappropriated the funds and damaged the company'
22 market value. Defendants communicated these failures to pay
23 Plaintiff on January 12, 2010 in an email from Defendants
24 Plaintiff, Exhibit P.
25 142. As a direct and proximate result of Defendant ( s)'
26 and prejudicial actions in conflict with carrying out the duties o
27 the contract, and in breach of the covenants of the duties
28 faith and fair dealing, Plaintiff has suffered damages in

VERIFIED COMPLAINT
- 65 -
• •
1 of $25,000.00 plus interest on the personal loans used to generat
2 these funds.

3 PRAYER FOR RELIEF


4

5 WHEREFORE, Plaintiff prays for judgment against Defendants a


6 follows:
7 1. On the First Cause of Action, pursuant to Californi
8 Civil Code sections 1709 and 1710:
9 a. for an award of compensatory damages in the amount o
10 $25,000.00; and
11 b. for punitive damages in the amount of $75,000.00; and
12 c. for dissolution of Plaintiff's membership and remova
13 of the Plaintiff from the California Secretary of Stat
14 Filings for Altitude Entertainment, LLC; and
15 d. for an order enjoining Defendant's unlawful an
16 deceptive acts and practices.
17 2. On the Second, Third, and Fourth Causes of Action,
18 pursuant to California Civil Code sections 1572, 1573, and 1692:

19 a. for rescission of the Letter of Understanding, Power o

20 Attorney, and both Pre-IPO Vested Interest Agreement

21 and return of the $25,000.00 in damages to restor

22 Plaintiff to his original position before th


23 agreements; and

24 b. for consequential damages to pay all the interes

25 accrued and paid to date of final judgment on th

26 pursuant to Plaintiff's loan agreements; and

27 c. for punitive damages in the amount of $75,000.00; and

28 d. for dissolution of Plaintiff's membership and remova

VERIFIED COMPLAINT
- 66 -
1
• •
of the Plaintiff from the California Secretary of Stat
2 Filings for Altitude Entertainment, LLC; and
3 e. for an order enjoining Defendant's unlawful
4 deceptive acts and practices.
5 3. On the Fifth Cause of Action, pursuant to Californi

6 Civil Code sections 3294(a) and 3336 as follows:


7 a. for return of the $25,000.00, plus interest at th
8 statutory rate; and
9 b. for court costs; and
10 c. for punitive damages in the amount of $75,000.00; and
11 d. for dissolution of Plaintiff's membership and remova
12 of the Plaintiff from the California Secretary of Stat
13 Filings for Altitude Entertainment, LLC; and
14 e. for an order enjoining Defendant's unlawful an
15 deceptive acts and practices.

16 4. On the Sixth Cause of Action, pursuant to Californi

17 Civil Code section 3426.3 as follows:

18 a. for return of the $25,000.00, plus interest at th

19 statutory rate; and

20 b. for dissolution of Plaintiff's membership and remova

21 of the Plaintiff from the California Secretary of Stat

22 Filings for Altitude Entertainment, LLC.

23 5. On the Seventh and Eighth Causes of Action:

24 a. for compensatory damages in the amount of $25,000.00;

25 and

26 b. for interest at the statutory rate; and

27 c. for an order enjoining Defendant's unlawful an

28 deceptive acts and practices.

VERIFIED COMPLAINT
- 67 -
1
• •
6. On all Causes of action, for an award of pre- and post
2 judgment interest on any amounts awarded; and
3 7. For any and all other relief the Court deems just an
4 proper.

5 DEMAND FOR JURY TRIAL

7 Plaintiff demands a jury trial in this action for all th


s claims so triable.
9 VERIFICATION

10 I, , DECLARE:
11 I am the Plaintiff in this action. I have read the foregoin
12 Complaint and swear its contents to be true to the best of m
13 knowledge. As to those matters alleged upon information an
14 to be true.
15

16

17 Executed this t? day of W>DrU.Z.tj, 2011 at Orzl(\Je... , California.


18
DATED: February 17, 2011
19

20
Respectfully Submitted,
DOMINGOEZ LAW OFFICE
21
22
Adriana E. Do
23 Attorney for
, an
24
individual
25

26

27

28

VERIFIED COMPLAINT
- 68 -
• •

EXHIBITS At & A2
• •
Letter Of Understanding,

This teller Is to notify .that as of this day I Stephana Marchand


have excepted responsibility for the debt that will be aeatecl to fund private placement Altitude
Enterlalnment will except an debt as corpora debt .
providing the current Chief Fmancial Officer the cOmfort of
the relief of rBbillly from the debts incuned while acting as chief financial officer
for Altitude Entertainment By providing power of aiiDrneY to current owner and
Chief Executive Officer Stephana Marchand agrees ID provide wmplele lranspafency to an
business dealings with Altitude Entertainment Stephane Marchand shall not transfer, sale, or
encumber any wrporate assets without first providing fUll d~n to the current Chief Fmancial
Officer . .
In exchange for this "POWER OF ATTORNEY" agrees to provide
cummtowner and C.E.O free discretion on how the capital funding and daily
operations of Allilude Enter1ainment will wnduct busineSS from this day forwaltl.
Stephana Marchand Is responsible for an matters bolli'Cierical and finencial from this day fOrward.

Signature
o •

:~re:/~~
11//fj!O
I stephane Marchand am not acting as an atiDmey nor as a third party.
I Stephene Marchand am acting a party in fact to said transaction.

POWER OF ATTORNEY

I. i am providing power of altomey to .sF".fPA...r;r.e; #M~


As of this day October 10, 2010 to provide relief of debt responsibility from funding
that may lake place in the future in relation to capilal funding through
Altitude Enlei laiument I agree to maiidain my position as Chief Flnanpial Ollicer
in said wrporalion. All funding will beWme the responsibiTdy of the current C.E..O
Stephana Marchand with my full support. I agree to support all funding requirements needed .
dl.lring my position as C.F.O of AJiilude Entertainment
Should I chose to resign from my position all debts shaD remain the debts of
Altitude Enter1ainment and 1except know responsibflily to said debt

Signatu

Sign~re: ~J
Date: , / /..,
1111 <ijlu
By signing said "PPWER OF ATTORNEY" Cummt C.F.O ( ) agrees and
understands that Stephana Marchand may seek
funding on behalf of Allilude Enter1ainment" thus acting in the best interest of said wrporatlon for
purposes of finding capilal funding.
• •

EXHIBIT B
ALLr.KlJ ALLYKU
.AUFORNIA SECRETARY OF ST. ·
STATEMENT OF INFORMATION· FlUNG REQUEST FORM

Date: Octnber 12.2010

TIJI8 DOCUMI:NT IS Rllj!NG PBogs.<!lffi FOR:


William James
8484 Wilshire Blvd., Suite 220
Beverly Hills, CA 90211

Entity Name: Altitude Entertainment, LLC

En~ Number: 2005 242 10 040


FQinp/llegu.ests: FEES:
DStatement ofinformation - Domestic Stock Corporation $25.00

fl Statement ofinfonnaiion - Foreign Corporation $25.00

0 Statemeot of Infoimation - Domestic Nonprofit Corporation Common Interest Dev.? D Yes 0 No $20.00

(X] Statemeot of Information - Limited Liability Company $20.00

11 Statemeot by Common Interest Development Association $15.00

[) Corporate Disclosure Statement (publicly traded corporation) No fee

II Amended statement (filed outside of the applicable filing period) No fee

II Revivor I Restoration Request No fee

(X] Copy Request* Number of endorsed copies: _ _1__ + Number of certified copies: __1_ _

SPECIAL INSTRUCTIONS:

~9 JtAYallle to the s-etan ofSUU. A SECRETARY OF STATE USE ONLY


mo ,. nul char__, at this llllllllflor. Please note:
~.
and Disclal'fuers are fil,~ at the Business
also located OD lhc 3 floor. . [] FlLING ~v.o?.n..v.t.Y.lll11±................ $_ _

* COPY REQUESTS []DISCLOSURE FEE...-.............................................. $----


At 1M tillle of filial. the Secretmy of Stare will t:lldonic file one
«<PYoflhcfilcd~IH'"''""''atnoaddilioDal~~lhat [X) MAKING COPIES ~............. 11 OF PAGBS _ 1 _ $ _.._1-,--
1bC copy is ..,hmoto..t to lhc Secr:elarY of Stare with lhc
Sla!CmeOt to be filed. Addiliooal copies and certifitd copies will
be subject to lhc copy fees listed below: [X) AFFIX CBRT & SEAL ..........# OF CBRTS_l_ $ _ _ !1).,___
Ro:produdion Fcc (first P¥1······-······--·-········-····-
(coch"lldllitional poge) ..................... s$1.00
.so []COMPARISONFEE .............. IIOFCBRTS _ _ _ $ _ _ __
Ceo1ificolion Fee .... _ ..........................._..................... $5.00
Comporlson Fee --..............- ............................ _...... $3.00
[)MO
After~~ oftlte f f i c d - must be ""''J!'S'cd
from the Bilsiuess Eotity Records ~. also loc:aliod IBltbe
3"'11oor.
[ 1Rejected DATEPROCESSIW:-1-\0'-'+I rYr----
REVIEWBR NUMBER:
81 COUNTER SIIEIIT
I

-TYPE OP SERVICE:

(] SSCJO_ - 24 hr. (] ssoo. - 4 hr. (X) (;MI R' l'id< Up

[] $400. - Tl hr. .(X) $350. - 14 lar. (] Email

(] Pax

[) $2SO. - IObnsinras days

NOTE: _-Puck:aaw t-1 1111 COJpondtt sb11uS at time ofreview.


I'Pdranmre 8JIPl1Mil does DDt gwu:...- DIIIJie avaDabilit.y at 1be time of filing. Ifyoo would likB 111 _,a -,lllladl
1be IIIJIDeliOS«vafion fee in Jhe 81D01JDt of$20.00 and check: here. ( )
State of California
~
Secretary of State
STATEMENT OF INFORMATION
(Limited Liability Company)
Flllna Fee $20.00. If amendment, see lnslrllc:tJons. FILED
n the office of the Secretary of State
,0 P2 RT$ NT- Rl SD ,NSTRUCT,2 NS B( ) 2 R( C2 0 PL( T,NG TH,S J2 RO of the State of California
K UMITED LIABIUTYCOIIPAHY HAllE (Ploueoonot-inomelopropr\nled.)

ALTITUDE ENTERTAINMENT, LLC.


OCT 1 2 2010

{Octn.. Spece For F~ng U• Only


DUE DATE:
FILE NUMBER AND STATE OR ·PLACE OF ORGANIZATION
2. SECRETARY OF $TATE FlU! NUMBeR 3. STATE OR PLACE OF ORGANIZATION

200524210040 CALIFORNIA
COMPLETE ADORE88E8 FOR THE FOLLOWING (Do notabbrevl""' !he name of the cit¥· Item• 4 and 5 ..nnot be P.O. Boxes.)
o. SfRW ADORES$ 01' PI'IINCIPI\I. EXECUTIVE OFFoce CITY AND STATE ZIP CODE

20929 VENTURA BLVD. SUITE 47-336 WOODLAND HILLS CA 91364


5. CALIFORNIA OI'FICE 11\!iERE RECORD$ ARE MAINTAINED IDCJIIE811C ONLY) CITY STATE ZJPCODE

8730 SUNSET BLVD. SUITE 270 WEST HOLLYWOOD CA 90069


NAME AND COMPLETE ADDRESS OF THE CHIEF EXECUTIVE OFFICER, IF ANY
•. HAM!! ADDRESS CITY AND ETATE ZIP CODE

JACK M. BARRALON 27696 BLOSSOM HILL ROAD LAGUNA NIGUEL CA 92677


NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS, OR IF NONE HAVE BEEN APPOINl'ED OR ELECTED,
PROVIDE THE NAME AND ADDRESS OF EACH MI!MBER (Aitaah oddHionoii"'UVV. 11 necesaaoy.)
7. NAME ADDRESS CITY AND STATE ZIP CODE

STEPHANE R. MARCHAND 20929 VENTURA BLVD. SUITE 47-336 WOODLAND HILLS CA 91364
8. NAUE AOORUS CITY AND STATE ZIP CODE

9. NAME ADORE$$ CITY AND STATE ZlPCODE

AGENT FOR SSRVICE OF PROCESS (If the agent 1o an individual, lhe ouent muot ,..eO!e in c::alifontQ) •ncJ Item 11 mual toe compl!lled wllh a C.~m;e
e~dreu. HlM sg0t1l i$ a oorporalion, WI agent must ftove on ftle with the California Secretary of Stale • certilicate pull!Uonl to Cooporatlona Code sectiun
1SOS •nc~ 114om 11 must be left blank,)
10, NAM£ 01' f.GENT f'OR SERVICE OF P~OCESS

JACK M. 8AARAL01'L ...

11- ADDRess OF AGENT FOR SERVICE OF PROCESS IN CAJ.IFORNIA, If AK JNDMDUA~ Cl'rY STATE ZIP CODE

8730 SUNSET BlVD: SUITE 270 WEST HOLLYWOOD CA 90069



TYPE OF BUSINESS .

12. DESCRIBE THE TYPE OF BUSINESS OF THE LIMITED LIABILITY COMPANY

ENTERTAINMENTCONSULTING
1~. THE IN~ORIII\TION CONT~INBO t<EReiN IS TRUE' MO CORRECT.

STEPHANE R. MARCHAND
TYPE OR PRINT No\ME OF PERSON COMPLETING THE FORM
~~ANAGER SION TITLE
10/512010
DATE
Ll.C-121REV 0312007) APPROVED SV SECI<ETARYOF $TATE
State of California
Secretary of State

ALliTUDE ENTeRTAINMENT, LLC.

Dill!! DATE:

W0001..AN0 HllS CA 91364


CIIY

WEST HOLLWIOOD

!IPIIQIII!
WOODI.AHD tiLLS CA 91384
7111'CCilE.

-
1L STATii
WEST HOLLYWOOD
• •
·' .
. ·. ~

. ~ :.

-·~: ·.
~ .·
• •

EXHIBIT C
November 5, 2010
• •
Fee Agreement for New Member of Altitude Entertainment

I, Stephane Marchand, owner and C.E.O. of Altitude Entertainment


LLC. agree to provide , soon to be an added member of Altitude
Entertainment, a sign on bonus of $3,000.00 which is predicated on funding
secured by our new member and Vice President/ Treasurer . With
the power of attorney provided by , signed without duress, he
agrees to permit owner and C.E.O., Stephane Marchand, the power to seek
funding for expansion of Altitude Entertainment.

Stephane Marchand agrees to pay a spread of 20% of all net income


created per contract may secure during his employment with
Altitude Entertainment. I, Stephane Marchand, agree to increase the salary
based on performance. After 6 months each employee goes for review.
Based on sales, attendance, and the members' opinions, the raise will be
approved or denied.

UNDER NO CIRCUMSTANCES WILL THERE BE FRANTERNIZATION


BETWEEN EMPLOYEES, CLIENTS, OR ACTING SHARE HOLDERS. ANY
VIOLATION OF THIS CLAUSE WILL RESULT IN IMMEDIATE DISMISSAL.
SHOULD AN EMPLOYEE NEED PERSONAL TIME OFF TO SEEK HELP FOR
PERSONAL MATTERS, ADVANCE NOTICE MUST BE PROVIDED. SICK
TIME IS PERMITTED WITH NOTICE.

We, as a company, will provide health benefits and paid holidays. These
benefits will take place after the probation period.

STOCK OPTIONS AND RETIREMENT PLANS ARE AVAILABLE AFTER THE


PROBATION PERIOD IS COMPLETE.

AGREED TO AND ACCEPTED, EXECUTED AT LOS ANGELES, CALIFORNIA

~
s·7te-ph:-a-ne---:-=M-rLar"':ch'"'a""nd~,'=c==.E=';.o=-.-:cAI""tit-ud-:-e--:E:-nt:-ert7 a7in-m-e--,nt-

DateofSignature: Jt) [D It D Date of Signature: f/jiOj.:(0/0


• •

EXHIBIT D
• •
Web-Based Email:: Mail Index:: Inbox Page I of I

LC~!led in as: alan~altitude~mt.com Log Out

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-~--
--~----·------ ~-~-----~-- ; N,wMI,f~J

Subject: Final Payment & Updates to Facebook Page


~--7'n~~~~lJ ~! saved seardl From: <adriana@altitudeent.com> {8J:!ll-M~~rre.d.~<mOOJ t)
Dale: Tue, Dec 28. 2010 2:32pm
Unlimited Usage: 56MB To: jQ.!:QanhoQ!:lli@qmaiLcom
Cc: alan@altitudeent.com, stephane@altitudeent.com
[:i Hew F_otde_r_
Jordan,
(::J lnbox
I spoke to Stephane today to request he send you the final payment for the Facebook account. He said
0 Bulk Mail he wants the following steps completed in order to give you the final payment:
[;!Drafts '4
1. Facebook-Aititude Ent Page
I[J Templates a. change "loose nit" to "loose knit"
[_{ Send Later
2. Facebook-Twitter Page
~Sent Items a. Add Little Athens movie trailer

Lmt: Trash IP.!.!~ Please call if you need anything else! Really want to facilitate finishing this up with everyone paid and
happy.
b AEM Management
l-J Film Slates Thanks,
C~.i Loan Adriana
C:i Stephana

Copyright c 2003-2011. All t1ghis resei"'ed.

http://emaill4.secureserver.net/webmail.php?login= I 1/10/2011
Web-Based Email:: Mail Index:: Inbox

~ Mefil$1#·!3§
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Check Email Compose Address Book -

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I :.~~~~=-~~--=- ---~'!; • ,
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;
: ("??T'f't;(~':-t.-~,.-.-- Saved Se-a~-
.. · -- ....... --- -·--· - --- -
-
Q Q
Rtply to AI

~~-EllnllM~ -~-;~~~;~~~;-
i
!
Ll
Fonuo:rd OtltN ...
,
Subject: Hll RE: [FVVO: 'Quick Reconveyance Method"]
From: <stephane@alt!tudeentoom::. <Addu freferrtd sMder) ~
_
· Date: Thu, Jan 06, 2011 4:49pm
UnllmltBd Usage: 56MB To; alan@allitudeent.com

-4-~,;;::folder . Hey Your friend Jordan just contacted me unless he gets his 500 by fri he was going to
remove the media. Which Is a crime. You need to set him straight.
Q lnbox
fL'J Bulk Mail --~-----Original Message --------
C1l' Drafts ~, Subject: RE: [FWD: "Quick Reconveyance Method1
From: <alan@altitudeent.com>
ILJ Templates Date: Man, December 13, 2010 5:55 pm
[._~ Send Later To: ~~@J!tt!.tl.!Q«!U.:£m:l
Q Sent!tems Thank you. I will check out the youtube link when I get a chance. Just got back from a work
[ j Trash [QW:gil
conference in San Diego. Just checking in and seeing what the latest is?

Q AEM Management -------- Original Message --------


!C) F!lm Slates
Subject: [FWD: "Quick Reconveyance MethodJ
[JLoan From: <stephane@a!titudeent com>
E!Stephane
Date: Fri, December 10, 2010 6:21pm
To: a!an@a!tjtudeent com, adriana@a!tjtqdeent com
COpyright C 2003-2011. All rights rese/Ved.
.~~~:~~~~~_out 1 got it to support the mortage product I located some time ago.

http:/I email14. secureserver .net/webmail. php ?login= 1 1110/2011


• •

EXHIBIT E
s•e of California
Secretary of State
STATEMENT OF INFORMATION
(Limited Liability Company)

1. UMITED UABILITY COMPANY NAME (Please do not alter Wname is preprinted.)


ALTITUDE ENTERTAINMENT, LLC.

DUE DATE:

3. SYATE OR PLACE OF ORGANIZATION

200524210040 CALIFORNIA
COMPLETE ADDRESSES FOR THE FOLLOWING (Oo not abbreviate the name of tile city. Items 4 and 5 be P.O. Boxes.)
4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CllY AND STATE ZIP CODE

8730SUNSET SUITE270 WEST CA 90069


5. CALIFORNIA OFFICE WHERE RECORDS ARE MAINTAINED (DOMESTIC ONlY) CITY STATE ZIP CODE

8730 SUNSET BLVD., SUITE 270 WEST HOLLYWOOD 90069

CITY AND STATE ZIP CODE

JACK M. BARRALON 8730SUNSET SUITE270 90069


NAME AND COMPLETE ADDRESS OF ANY MANAGER
PROVIDE THE NAME AND ADDRESS OF EACH MEMBER
7. NAME ADDRESS CITY AND STATE ZIPCOOE

STEPHANE R MARCHAND 8730 SUNSET BLVD., SUITE 270 WEST HOLLYWOOD, CA 90069
8. NAME ADDRESS CITY AND STATE ZIPCOOE

8730 SUNSET BLVD., SUITE 270 WEST CA 90069


9. NAME ADDRESS CITY AND STATE ZIP CODE

(H the agent is an individual, the agent must reside in california and Item 11 must be c:ompleleclwil\ a
the agent must have on file will the california Secretary of State a certificate pursuant to Corporations Code section

10. NAME OF AGEilT FOR SERVICE OF PROCESS

JACK M. BARRALON ...


11. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CAUFORNIA, IF AN INDMDIIAL CITY STATE ZIP CODE

SUITE270 WEST HOLLYWOOD 90069

12. DESCRIBE THE TYPE OF BUSINESS OF THE UMITED UABIUTY COMPANY

ENTERTAINMENT CONSULTING
13. THE INFORMATION CONTAINED HEREIN-IS TRUE AND· CORRECT.

STEPHANE R. MARCHAND MANAGER 1111612010


TYPE OR THE FORM TITLE
• •

EXHIBIT F

9166337263 P.05


FEB-14-2011 09:29 AM SECRETARY OF STATE

. Slate of C8llf01 ula


Saca...,. of State
BrAI na=~-.
1
IT 7 TlT a• C ··~

~~J!I=-
NOV U 2010

DUEM'IE:

••&211'111011


stllEI'D '
• •
FEB-14-2011 09:29 AM SECRETARY OF STATE 9166537263 P.06

FSB 1 4 2011
• •

EXHIBIT G

PRE-IPO VESTED INTEREST AGREEMENT •
This Pre-Initial Public Offering Vested Interest Agreement is entered into as of the 23"' day of November, 2010
(hereinafter referred to as the effective dale of the Agreement), by and between Stephana Marchand
(hereinafter "CEO"), Member and Chief Executive Officer of Altitude Entertainment, LLC., a California Limited
Liability Company (hereinafter "the Company") and , Member and Vice President of Altitude
Entertainment, LLC. (hereinafter "VP").

RECITALS:

WHEREAS, the CEO and VP have individually and jointly engaged their labor and services for lhe purpose of
promoting and building any and all legal and profitable business for the Company;

WHEREAS, the CEO and VP, as well as all other members of the Company, intend to inrvest personal assets
into the company during the development stage and for the purpose of capital fundraising to further the
Company's business objectives;

WHEREAS, lhe Company intends to undergo a reverse-merger process within the next ninety to one-hundred
and twenty (90 to 120) days;

WHEREAS, the CEO and VP, as well as all other members of the Company, express an intention to develop
the Company into a Nasdaq listed company;

NOW THEREFORE, in consideration of the foregoing and of the mutual promises and covenants hereinafter
expressed, the parties hereto do mutually agree as follows:

I. The VP has taken out a personal loan from his banking institution of choice in the amount of Fifteen
Thousand Dollars US ($15,000.00.), which shall be characterized heretofore as debt of the
Company. The Company shall be responsible for complete debt service of this loan, including, but
not limited to, the principal balance and interest due thereupon.
II. The VP and CEO acknowledge that one of the conditions of the terms of this loan, as granted by the
lending institution, included a requirement that the monthly payments must be1 made by direct debit
from VP's personal savings account, which is also held by the same lending institution.
Ill. The VP shall keep Three Thousand Dollars US ($3,000.00) in his personal savings account, to be
characterized heretofore as an impound account, in order to fund approximately eight (8) months
of minimum payments on the debt. In the event the Company has not paid ,off the debt in full at
the end of eight (8) months and upon the exhaustion of this impound arnount, the Company
agrees to take over the monthly payments.
IV. The VP agrees to transfer Twelve Thousand Dollars US ($12,000.00) to the bank account of the
Company as a capital investment into the Company. · ·
V. The parties agree that this capital investment of Twelve Thousand Dollars US ($12,000.00) shall be
heretofore characterized as a vested interest of the VP in the Company prior to initial public
offering. The VP shall therefore be entitled to a proportionate vested interest in the Company
pursuant to the capital investment amount he is hereby contributing.
VI. The VP, as a contributing member of the Company with a vested interest, shall participate in the
shareholder returns process.

Wherever the context so requires, the singular number includes the plural.

IT IS SO AGREED:

VP, Attitude Entertainment, LLC, Signature

Stephane Marchand
CEO, Attitude Entertainment, LLC
k;/1!/~
Signature Date of Signature
• •

EXHIBIT H
• SchoolsFirst •
Check Image 1/29/11 7:52PM

FEDERAl CREDIT UNION

' • I

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https ://online.schoolsfirstfcu.org/Onlinebanking/ AcChecklmage.aspx?tdate= 11/26/2010&10= 70&NO =000904&AMT =-12,000.00 Page 1 of 1


• •

EXHIBIT I

PRE-I PO VESTED INTEREST AGREEMENT •
This Pre-ln~ial Public Offering Vested Interest Agreement is entered into as of the 7'" day of December, 2010
(hereinafter referred to as the effective date of the Agreement), by and between' Stephane Marchand
(hereinafter "CEO"), Member and Chief Executive Officer of Altitude Entertainment, LL<;., a California limited
liabil~ Company (hereinafter "the Company") and , Member and Vice 'President of Almude
Entertainment, LLC. (hereinafter "VP")-

RECITALS:

WHEREAS, the CEO and VP have individually and jointly engaged their labor and services for the purpose of
promoting and building any and all legal and profitable business for the Company;

WHEREAS, the CEO and VP, as well as all other members of the Company, intend to invest personal assets
into the company during the development stage and for the purpose of capital fundraising to further the
Company's business objectives;

WHEREAS, the Company intends to undergo a reverse-merger process within the next ninety to one-hundred
and twenty (90 to 120) days;

WHEREAS, the CEO and VP, as well as all other members of the Company, express an intention to develop
the Company into a Nasdaq listed company;

NOW THEREFORE, in consideration of the foregoing and of the mutual promises and covenants hereinafter
expressed, the parties hereto do mutually agree as follows:

I. The VP has taken out a personal loan from his banking institution of choice in the amount of Ten
Thousand Dollars US ($10,000.00.), which shall be characterized heretofore as debt of the
Company. The Company shall be responsible for complete debt service of this loan, including, but
not limited to, the principal balance and interest due thereupon.
II. The VP and CEO acknowiedge that one of the conditions of the terms of this loan, as granted by the
lending institution, included a requirement that the monthly payments must be made by direct
debit from VP's personal savings account, which is also held by the same lending institution.
Ill. The VP shall keep Two Thousand Dollars US ($2,000.00) in his personal savings account, to be
characterized heretofore as an impound account, in order to fund approximately eight (8) months
of minimum payments on the debt. In the event the Company has not paid off the debt in full at
the end of eight (8) months and upon the exhaustion of this impound amount, the Company
agrees to take over the monthly payments.
IV. The VP agrees to transfer Eight Thousand Dollars US ($8,000.00) to the. bank account of the
Company as a capital investment into the Company.
V. The parties agree that this capital investment plus the impound account totaling the amount of Ten
Thousand Dollars US ($10,000.00) shall be heretofore characterized as a vested interest of the
VP in the Company prior to initial public offering. The VP shall therefore be entitled to a
proportionate vested Interest in the Company pursuant to the capital inv&stment amount he is
hereby contributing.
VI. The VP, as a contributing member of the Company with a vested interest. shall participate in the
shareholder returns process.

Wherever the context so requires, the singular number includes the plural.

IT IS SO AGREED:

VP. Altitude Entertainment, LLC. Signature Date of Signature

Stephane Marchand
CEO, Mijude Entertainment, LLC
kt
Signature
I~/7{J..Oi0
Date of Signature
• •

EXHIBIT J
• SchoolsFirst •
Check Image 1/29/11 7:52PM

FEDERAL CREDIT UNION

909
5116 TNIW Clll PH 714-71NIIII3
tiHN 1E1Ur CA 82D07
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https: //online.schoolsfirstfcu.org/Onlinebanklng/ AcChecklmage.aspx?tdate= 12/9/2010&10= 70&NO =000909&AMT -~s,ooo.eo Page 1 of 1


• •

EXHIBITK
I

• •
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";:==:...-=:::----··---~--- -----. --::rr===;-
~~;:. ~ill~
Subject:no subject
Saued Search From: <stephane@albtudeent.com>
Date: Fri, Dec 17, 2010 3:53pm
Unllmltecl Usage: 56MB To: alan@albtudeent.com

QNewfolder

This group is good. First hand insight. Please contact this man for the last $60,00 however
LJ lnbox small
t:J Bulk Mail it may be or how large it may be it all has a vital place in this phase.

:::;}' D'afts • , 200k goal ! 10 dAYS DEADLINES BOYS!!! HOP TO ONE TWO THREE FOUR. GET ·R· DONE.
[)Templates
IPO IS CALLING OUR NAMES BOYS. KICK THE CAN AN RUN MAN. Fll IT OUT SEND IT AND
=._ .. Send Later SPIT.
::.=_4 Sent Items
Ci Trash
let me know if you have any questions. I will follow up with you tomorrow to confirm
U AEM Management
i.::t Film Slates receipt.
t:: Loan Thanks again for your time this afternoon.
b Stephana Best
. [!,... 01-k.l
Copyright CCI 2003-2011. All rights reserved.

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Mofot ~~p~~-n~-~-__ .......
~ ~S'J Iri!ID > Mes:sage Detail
Subject: #[FWD: Taycor- Follow up to Cal!]
f,_;:7~~:"7: Saued Search From: <stephane@alliludeenLcam> !'Add ~s prru,.rred Senderl Q
Date: Mon. Dec 20. 2010 1:19pm
Unlimited Usage: 56MB To: alan@altihJdeentcam

t6,_ New fold_er

[ ] lnbox
('~Bulk Mail --------Original Message--------
Subject: Taycor - Follow up to Call
~/Drafts From: "Drew Olynick'' <dolynjck@taycor com>
li_j Templates Date: Thu, December 16, 2010 5:25pm
To: <:stephane@altitudeent.com::>
L --~ Send Later
C4 Sent Items Hi Stephane,
It was great speaking with you this afternoon. As per our conversation to initiate a unsecured
l~ Trash working capital loan what we need are the following:
Please complete the attached credit application ldisregard the loan reference and trade references),
1.':':::, AEM Management and please indude the full bank statements
lJ Film Slates for the past four months for the business. With receipt of this we can typically have a working capital
t::; Loan
t:J Slephane option secure for you in couple days, '

Copyright Q 2003-2011. All rights reserved.


Let me know if you have any questions. I will follow up with you tomorrow to confirm receipt.
Thanks again for your time this afternoon.
P,p<;t

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911! Wi.JdMI*a " 53 Lng Out

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so.,oh... 9, 0
.___...Ji
Reply to flU Forward
·, /
Mark<"
~ste~ane-·-.7-
·-- ~ -- l:.!..l ~ore.Act1~"~~-
S~m
--'---~~~! :-- M'i..Sf.!~rctt :~"8r Iruh:> Message ~etall -- ---~- ------.
·:~wiB~~::n;~J~
Subject: how is the loan stuff going are you contacting daily
( ~::_'j:fA~8 -·~ S•ved Seerch From: <stephane@albtudeent.com:::. (~N~) &
Date; Wed. Dec 22. 2010 5:26pm
Unlimited Usage: 56MB To: alan@altitudeent.com, adriana@alliludeent.com

[2NewFolder

In box i Sincerely,
[~:J Bulk Mail CEO/OWNER
Stephane Marchand
:::J' Drafts
CJ Templates Altitude Entertainment LLC.
8730 Sunset Towers Suit 270
[- ~ Send Later West Hollywood, Ca. 90069
~~:* Sent Items (424)-288~4771 Office Line
LOOt Trash 1ll..YrW · (424)-288-4759 Fax Line
(310)-498-3587 Direct line
-.-·::, AEM Management
G Film Slates
.. .., loan
E Steptlane
COpyright C 2003-2011. All rights reserved

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s~~
._.,.G,.O:t-· ~~
'tal ~ I!nb. > Message Detail
Subject: contact Dal)'l J05-527-5214 or dryl@tekcomsys.com
~~-~~#'- "~ Saved Sewch From; <stephane@altitudeent.com> {A<IQ.nPr~fe_rrell ~C~r) tt
Date: Thu, Dec 23, 2010 9:47am
UnllmMed Usage: 56MB To: atan@altitudeent.com. adriana@altitudeent.com

(lNewfolder
contact the broker and let him know you are waiting for the product and:the rebate and you
'expect him to fund and sign soon. Sincerely,
;·-\ lnbox
l_____.j CEO/OWNER
Bulk Mail Stephane Marchand

J Drafts · Altitude Entertainment LLC.


tJ Templates 8730 Sunset Towers Suit 270
West Hollywood, Ca. 90069
~ ~ Send Later
L+ Sent Items · (424)-288-4771 Office Line
{424)-288-4759 Fax Line
l j Trash !P'IfS!Fl '(310)-498-3587 Direct Line

: S.te.Qha_n_e.@~lti_tu_Qe_ent._m_m
CJ AEM Management
L:: Film States
dLoan
0Stephane

Copyright Cl2003-2011. All rights reserved.

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' Subject: [FWD: ]
(::'~J;f·~~"": sauedseardl From: <stephane@altitudeent (;om;. ~~~~ G
Date: Tue, Oec2B, 2010 4:56pm
Unlimited Usage: 56MB To: adnana@alljtudeent.com, alan@altitudeent com

~
l,a. New folder
.

(~J lnbox
0 Bulk Mail -------- Original Message -------- ·.
Subject: .
C% Drafts From: ~capita!Cor Innovative Programs & Extreme Capital.~

D Templates < yes@ca nita lcQ[.£.Q.!!l >


Date: Tue, December 28, 2010 4:32pm
L-~ Send Later To: ~t;.epb_ane@altitudeent.com
L-4 Sent Items
L___m.ir Trash imlrul

U
0
AEM Management
Film Slates See yellow hyperlink then the next is the zero
L~ Loan
bStephane down for FYI in future and following this is
Copyright C 2003-2011. All tights reseNed
another program for 250k, thanks for your
interest.

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' Subject; [~~_:_ R~~rse_M:ergi-i{
Cittl~fl¥iii-_.·- SllluedSearch From: <stephane@altitudeanl.com> (&!d. M . Ere!f!rred Sender) t,j
Date: Mon, Jan 03, 2011 9:24 pm
untimtted Usage: 56MB To: atan@altitudeenlcom

lJ!,Newfolder
The equipment would have happend if the office equipment funding the source was not reliable for
getting the equipment we needed to get the optimal return on our money for reCording equipment.
In box

~:::__]Bulk Mail
-------- Original Message --------
[ ] ' Drafts Subject: Reverse Merger
Ll_ ~i Templates From: ql_i;!_!l@~lilly_deent.com>
Date: Mon, January 03, 2011 5:55pm
Send Later To: "Stephane Marchand" <stephane@altitudeent.com>
~~ Sent Items Cc: MAdriana Dominguez" <adriana@altitudeent.com>,
adriana@dominguezlawoffice.com
i-mif Trash [R!,!_rg.~J
Still at work putting a long day school starts soan so it is busy here at my 9-Sf Here is
b AEM Management
information that I just pulled straight from the Tiber Creek Website about Reverse Mergers.
L; Film Slates
l-:;
Loan
C) Stephana Reverse Merger
What I$ a Shell Merger with a Public Shell Corporation?
Reverse Merger, also known as a reverse takeover. is when you merge what is called a public shell {also
COpyright c 200:3-2011. AU right$ reSE~rved. referred to as a public shell corporation or public shell company) with a private business entity. The
shareholders of the private company purchase control of the public shell corporation to merge them together.
Arter meroino the active business enterorise with the oublic shell comoanv. the result is a oublic comoanv

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iliJ [~) Irllb > Message Detail


--
I Entire thread
Subject: ~FW-0: 650kP~-9ram] --:ilf
Purg~
'"
Mcrk ~ ~g~ane -----~
,,. '01-
(~;·F;,~ii(;~"':"' S.vecl5etrch From: <stephaoe@aititudeenl.com> (Ao;kl~U'J.e!ltrt~5LS~!!1) G
Date: Thu, Dec i6, 2010 3:57pm
Unlimited Usage: 56MB To: alan@altitudeentcom

l~ New folder
. This is what I need to hear. I can only do so much to keep the doors open. We need funding. ~
we need
In box , $170k now now now. this is if we do not waist time. each month adds $7500 to the bill. and so -
Bulk Mail ' far we haved pissed off 6 weeks at 7500 a week that means we waisted $45,000.00 up in
smoke. time is our enemy here. I have almost all we need done. We need the last 200k or so fill
2 Drafts . out these applications and get them in asap. Monday sounds great
liJ Templates
[. ~ Send later -------- Original Message --------
~Sent Items Subject: RE: [FWD: 650k Program]
From: <al9_n@_a!tltu.!1e..e.n.Lc_o_m>
L,j' Trash IJM9~1 Date: Thu, December 16, 2010 11:52 am
To: ~!gQhg[l___e_@_QJ_titudeent.,__~om
tJ AEM Management Cc: adriana@altitudeen.tJ;Qffi
:.-:::-: Film Slates
~Loan When are you leaving for Hawaii? We need to get back on track and get orgariized and create a
c:; Stephana task list of what needs to be done. I am off on Monday and I can bring the te~m in on Monday
and put in a days work so we can itemize everything that needs to be done ani:! strategize
building Altitude into the powerhouse that it should be. So hope to see you on: Monday. Shoot
Copyright C2003-2011. All rights reserved. me an email letting me know if you are going to be in the office and that Its a good day to come
not like last time I came last Friday when it was a bad day to come. Thanks.

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,

-
it ~~tf!!~~~---
Mark as
~~~--
---:3-
.. --- ---r;g~i:i
~_M_o~~~~---::@-
--------~ ---~-

Subject: -~- RE: THIS IS BACK UP FUNDING WE. NEED THIS IN 10 DAYS FUJ;l.O~-D, -~~ ,96.N'0Qifr~:iJ
(~ · Fo~~er.r"!:"::.:; S.ued Search From: <sfePh-.ii1e@aliilU-dee-nt.com> ~~~~~~-~~-i>tQI~llitit~S_~)O- ---- -- -- - -- · · ·- · -----···· ·--- --
Date: Fri, Dec 17, 2010 1:35pm
Unlimited Usage: 56MB To: alan@altitudeent.corn

f.:.i, Hew folder


Corp does not work that way they only go on biz factors. The inquiries can be remioved with 6 letters to ~
3 different reportig agencies. over a 17 day period of time. It cost about $600.00 to remove them to get a
f-:--~1
L __ , lnbox · fresh
Bulk Mail round of funding when needed. It is called a dispute via the law that states it must be provided not you -
can provide it or not provide it. Which makes it an involentary inquirey and those must be removed. Only
.2 Drafts volentary
0 Templates inquiries are permitted to show on credit reports. It is a legal loop hole to get the.m removed.
Any way monday got it. We need a cash infusion inot this start up. Much like a victim of a freeway
[__·.._ Send Later accident
~-~ Sent Items if it is just bleeing out without care it will die. I can feed this company what it ne~ds to take off. But the
other members of this company need to take it through the last stretch $175k or:so should get-r-done.
L:1J!r Trash
These guys can get it done.
'2 AEM Management
~~ Film Slates -------- Original Message --------
t:J Loan Subject: RE: THIS IS BACK UP FUNDING WE NEED THIS IN 10 DAYS FUNDED.·
{'_] Stephana HE CAN DO IT.
From: <:.alan@all:_i.t.IJ.clef.rlt..mrn>
Date: Fri, December 17, 2010 1:13pm
Copyrighl @2003-2011. Nl righls reserved. To: ~_@_gj_tituQ_eenJ;.com

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' Subject:
Oeltte

I En~re 1hread

--[fWD: RE~Att The Best in 2011+] .:!]


-
~-;!':~ ~-~~P.h.i!_rle =:IiJ -
. -·--~---~----·- - ----~-rPJ~Jt~;

From: <steph3119@8nitUd-.9efii.Coin> (,O,<Ji~Pnl'r.,m:d Sender) G


L~re Act~__ jiJ -
-·-~;;;;;;Jt~~N;s~T

Date: Sat, Jan 01, 2011 4:22pm


Unlimited Usage: 56MB To: aran@altitudeent.com

f:j New Folder


This could get our last stretch of cash. Before the IPO.
In box If you have someone who owns an enUty (corp, LLC, etc) and has has an officer within the

r:J Bulk Mail entity with a FICO of 72~ then I might have an answer for you.
The company info below is helping to issue corp credit cards with O% interest between
$60k to $250k.
~Drafts You may want to check this out. This guys is contacting me for the longest time but since
D Templates
my credit sucks and I can't find anyone with a decent credit I can't pursue this.
Good luck
;.::::I Send Later
Website link: W1,'{\Lo;T~_o;!j~~rt!bpi_IQ.::n;.J;:pm
~Sent Items Michael Springer
'-~Trash ~ r 'r;:J,t ( ."ord 81.!.tld(~i.~
Phone. 800.996.0270 Ext.107
Direct. 888."964:.333"5" ···········
L:J AEM Management rax. ss8:964j3"3"5"''
QFiimSiates
dloan -On Sat, 111/11, steohane@altitudeent.com <sfephane@al1ill!~entcom:>wrote:
f.:J Stephana

Copyright 102003-2011. AU right~ reserved.


From.: stephane@altjtudeent cqm <step!Jane@all!lll~>
Subject: RE· All The Best in 2011
I ~~~~P!~~~r:~-~~:!~~·!n~~.~kl'f~Jf~r;ousefast~!>

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:tJ-B ~~ ~~~~~-~;~~ -··r·~-~~ ttu..-a~ --- ~-~
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subJect: ~=~~£~j-~-~~ . ~!I!!~~-~-J!'}.Q!f]~J


Saued Search Frt~m: <stephane@altitudeent.com::> llldd i¥i fre!tmed &O!krl ~
Date: Sat, Jan 01, 2011 5:00pm
Unlimited Us.age: 56MB To: alan@altitudeent.com, adriana@altitudeent.com

~
_(j. N"w folder
<

Q lnbox ..
CJ Bulk Mail -------- Original Message --------
Subject: RE: All The Best in 2.011+ .
~f Drafts From: "Passport-2-Property, Inc.R <:~>
.
D Templates Date: Sat, January 01, 2011 3:12pm
To: stephane@altitudeent.com
[_ 2 Send Later
If you have someone who owns an entity (corp. LLC, etc) and has has an officer within the
~Sent Items entity with a FICO of 725-t- then I might have an allSwer for you.
The company info below is helping to issue corp credit cards with 0% interest between
~j Trash IP!.1'11.Ell $80k to $250k.
You may want to check this out. This guys is contacting me for the longest time but since
my credit sucks and I can't find anyone with a decent credit I can't pursue this.
~-) AEM Management
Good tuck
G Film Slates Website link: \Vww.crc:ditcardbuilders_C\lm
i:JLoan
Michael Springer
b Stephane
( ·,-eJ."i ( .·orci Hui!der.~
Phone. 800.996.0270 Ext.l07
Direct. 88if9&f33S5............ .
Copyright C 2003-2011. All rights reserved.
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!iiiS-~-:-~~~~-;e Deta;l r En~re thread


· SubJect: ~~R_E:_Reverse Merger~
(';_,J~:, .. ,~, Sllued Search From: Zs1Emh-ani@8ititUCf€u3iit:COfn> (AruJ.M_~IL~®J) Q
Date: Mon. Jan 03, 2011 6:44 pm
Unllmtled Usage: 56MB To: atan@alllludeentcom

(j. New folllef


OK THANKS WHY DID YOU SEND THIS TO ME I KNOW THE SITE VERY WELL.
WE ARE GOING PUBLIC WE NEED 75K TO 200K TO GET IT DONE. THIS HAS NOT CHANGED
CJ lnbox
L:J Bulk Mail --------Original Message--------
:=;}'Drafts Subject: Reverse Merger
!LJ Templates From: q_l_;;m_fult.JWdeent.com>
Date: Mon, January 03, 2011 5:55pm
C:2 Send Later To: "Stephane Marchand" <steohane@altitudeent.com>
~Sent Items Cc: "Adriana Dominguez" <adriana@altitudeent.com>,
adrian a@dom i nqu ez lawoffi ce .com
[it Trash lWJ[g_el
Still at work putting a long day school starts soon so it is busy here at my 9-5. Here Is
L:-, AEM Management Information that I just pulled straight from the Tiber Creek Website about Reverse Mergers.
p Film Slates
i,::::J Loan
bStephane Reverse Merger
What Is a Shell Merger with a Public Shell Corporation?
Reverse Merger, also known as a reverse takeover. is when you merge what is called a public shelli (also
Copyright Q 2d03-2011. All rights reserved. referred to as a public shell corporation or public shell company) with a private business entity. The
shareholders of the private company purchase control of the public shell corporation to merge lhemltogether.
After meroino the active business enterorise with the oublic shell comoanv. the result is a oublic comoanv

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::ll '

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RE: Update
Q
ForW<Ir4

From: <stephane@aiUtudeent.com>
Date: Tue, Jan 11, 2011 1:47 pm
To: alan@alliludeent.com
0
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~

f'urg•
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Unlimited Usage: 56MB

tA, New Folder nothing has changed. no cash. no company. NO IPO without 175k and climbing. Six months at 25k is
150k
n lnbox plus 75k for the atrorney to go public. Plus 25k a month since we have opened· due to lost momentum.

.l['jBulkMail
[£Drafts ~ we need 200k this time that is going by is killing us.

:tJ Templates
~--~ Send Later
-~~--~-- Original Message ~-----·­
'~ Sent Items Subject: Update
--1bJ Trash ~ From: <alao.@.ill~LCQ.ffi>
Date: Tue, January 11, 2011 8:24am
To: "Stephane Marchand" <stephane@altitlldegot com>
(j AEM Management
,::::; Film Slates Just checking in seeing where everything is at?
LJLoan
~Stephana

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Subject; Proverbs 3:5-6 Trust in the lord with all your heart, & ean NOT on your own understand .. in ALL
r-F~::~~ Saued Search From: .::stephane@altiludeent.com:> (M!!Joti'.r~o:tll~<!.~Mll~I) '-'
Date: Tue, Dec 28, 2010 5:27pm
Unlimited Usage: 55MB To: alan@allitudeent com, adnana@alt1tudeentcom

( ) New folder _
, your ways acknoledge him & he will make your paths straight.

lnbox
Bulk Mail This is a verse I got today from my spouse. I ask myself each day why we as who we are go day
to day with challenges. It is promised tat we will deal with challenges.
~-2' Drafts
i__ Templates It is how you deal with them that makes you stand out. Tuff it out and move ahead.
Send Later IPO or bust.
~Sent Items
'_;j Trash ~l

b AEM Management
O Film Slates
CLoan
t.J Stephane

Copyrigh1 Cl2003-2011. Ail rights raser.oed.

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Subject: ..., Message ConfirmaUon
("'}:~~~:--: Siived Search From: service@creditcardbuilders.com f&tt~'i.f.'!:l:fl:fit.ll~ jj
Date: Sat. Jan 01. 2011 4:20 pm
Unlimited Usage: 56MB To: alal'\@altiludeent.com

Q N_ew folder Thank you for emailing Credit Card Builders. We will contact you within the next business day.

1-- ." lnbox


~"
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~-J Drafts
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[j Trash I!Ma.eJ

:(_::1 AEM Management


C':! Film Slates
;Uloan
C Stephana

Copyright C> 2003-2011. AU rights reserved.

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Subject: "'Hi
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Dale:
"Nick Angiolillo" <nicka@cre<:lllcardbuilders.com>
Sat, Jan 01, 2011 4:42pm
Unlimited Usage: 56MB To: <alan@aiUtudeent com>

[~New Folller HiAien,


How are you? How is your credit? Let me know Thanks,
Q lnbox
t:J Bulk Mail Nick Anginlillo
_{:;n:_d_it.k1!nl Uuilder;:;
_
_}f Drafts Phone. 800.996.0270 Ext. 110
Direct. 838.<)96.63·22
i•=] Templates 883.9%.6322
[·'ax.

L 2 Send later no' m~~<.-;;~ (""'""'' '.C<>Od,-n~o~> onf~.-m•:"'" ~""' ;, -~te~r.~d •ok-y ~<>r t:'c ;o;e "f the md '<<IYol ;H eo to~,. ta wh"m they O<e ~ddre~l»d- lfy.><t 01e nN th~ flamed
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!~Trash [p_y_[g_eJ a no d~m~g'' '""·'"~ <w •"""'""' "~"·'"''lt~o ~·; ,h,, """"'I

1:::-:J AEM Management


E Film Slates
!i::1 Loan
0Stephane

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L
Subject: ~I'IJCredit Card Builders- 0% interest-
~ Sao~edSearch From: "Michael Springer'' .:michaelspringer@creditcardbuilders.com::. /Add a'!! pretmfd Sftru!"0 -~
Date: Sat. Jan 01, 2011 5:25 pm
Unlimited Usage: 56MB To: <alan@altitudeent.com:-

QN8wfolder
Hi Alen,

In box I enjoyed our conversation earlier, today.


Bulk Mail
Please, review our website; there are many testimonial of the business credit that our clients received. Plus,
~L Drafts there are business cards available for your viewing. Please, contact me with any questions you may have.
[J Templates
::..._ ~ Send Later Thanks for your time and I will follow up with you on Monday 03, 2011.

~Sent Items Website link: WI'.'W.cn::dlt.carJb,:ildL'rs,c.:_-,m


l-:"W Trash
Thank you,
(j AEM Management
O Film Slates Michael Springer
l:J Loan Cre1;1f C<.ir-1 Elui!da.'
[:]Stephana Phone. 800.996.0270 Ext.107
Direct. 888.964.3335
Copyright CI2003-2D11. All rights reserved.
Fax. 888.964.3335

Oh m•"·'O' """"' •"""''"'•' "'""'•""''· , .., ".,,,.,.• ; '"'·''' cm "' •w ,, "" •..;,,,,,,, o• '""" '" •'"'m .,,., "''"'""" "'"" "' ••m< "'' '""'' iJ

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-·-··---·--------~
_i]_
, Subject: #Credit Card Builders- Getting Started
From; "Liana Alexander" <lli!!B!alexander@a-editcardbuilders.com> (Add as pr!!feund Send or) G
Data: Ffi, Jan 28, 2011 8.16 am
Unlimited Usage: 54MB To: <alan@alutudeentcom>

f:A, New Folde.- HiAien,

f] lnbox I saw that you had spoken with one of our associates a little while ago, and wanted to follow up with you to see if you
f7:BulkMail had any questions that I might be able to answer for you to get you started. I have attached a document which details
all of our included services. We also have testimonials and recently approved business credit lines on our website.
[A'Drefts
D Templates Call or email me any time, my contact information is below. I look forward to hearing from you!
~-~ Send Later
Best Regards,
~ Sent Items - Liana Alexander
Credit Card Bujlders
~Trash Main. (BOO) 996-0270 Ext. 108
Direct. (888)299-1217
D AEM Management E-Fax_ (888) 299-1217
t? Film Slates Tl>i-; me,>ag~ co~tai"< conNtfeoNI inform~tion ancl1s intended n:elyfcr the use or the indo•i<lual or ent'ty 1-:> whom the"{'"" add.essfOd.JI yoo ..,~not the namrd
t:; Loan a~~ressee 1nu 'hould "ot di~$eminlte di>trlbll\~ or top-/ tl>;s ~-.natl. Pleas~ na~fy th~ sender imm~:iiat~l·, il vou """~ •~ci!ived I hi• ~-m~•l by mist .. k~ and d~let"
~::::J Stephane '"" ~-m .. •! (ram ~our ''fl'"m. Flneltr. ~h~ recipient >~ould ~h~ck 1his ~ma•l ~nd an< ~tt;<chme>'1< lor the ;l!e<enc~ ofvi•useo. er .. aa C~rd Su•lder> ~~oepl< no liahiltiY
f<>r ~nv d;<m<>~e (~Used h~ ~ny >ir:.s tr~n>""r1ttted b~ !~<>~"'~'I
Copyright= 2003-2011. All r1gh\s reserved.
·--'

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- -- ---="'·'·--;;;.- _-c-.Not&. klr£eatun
~ Eltnbox => Message Detail
Subject: "'"RE: Reverse Merger ~omm
(~;/:-- S1111ed Search From: <stephane@alliludeenl com>
Date: Tue,Jan04.201111:0Bam Email Client Se
Unlimited Usage: 56MB To: alan@altiludeent.com
About
fj. N_ew Folder
Th~ts ~reat ex~ept we are not doing a reverse me~ger. It is dear to me that yo~. just d~ not see_ wh~~- ~--se~---i·'.~.'.
whtch IS fine. Ltsten I do not want you to do anythmg you do not want to do sa tt was mce workmg w1th you.-~~
0 lnbox Sorry you are resigning. Good luck. ;~:,,
_)
~t:J Bulk Mail Bottom line if I do not get at least 75k within the next 21 days I will have no need for any partners. ,~;·
=.?Drafts 1 will sell my home in arrowhead and I will own this company as a sole managing member.

(J Templates The other members have 21 days to get this company the money.
[~. -~ Send Later
~4 Sent Items ~~~~~~~~Original Message~~---~-~

L--mO' Trash Subject: RE: Reverse Merger


From: <alan@altltudeent.com>
Date: Tu-e-,-J3nUa-ry 04~2ms:09 am
f::::: AEM Management To: illQ..hane©altjtudeeou;Q!!l
t:. Film Slates
b Loan I sent it because this is what they said about Reverse Mergers in quotation "Reverse mergers have
lJ Stephana many risks, and should not be you I" fil"st option to going public. A direct public offering is
much mol"e affol"dable, and canies much less l"isk". So why are we going the reverse merger
Copyright <0 2003-2011. All rights reserved.
'~ ~~~~~en:~~:th~~h~~~~~i!~~ 7~~~~r~y : ..d;;:t;:~}~hh~~~~n~~~~r~i~~~;~;~~~-~tio~ ~-~-~~~-i~-~-:u.~~~:·.,·.~:~'~~-:~uote ~

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Subject: ~[FWD: Your Matched Investors] These co. will give money to the right investment. Investment Capital
( · J=~_rd~7-) Saved Search From: -c:stephane@allitudeent.com> (Adl.!~fuflmed Sender\ G
Date: Tue, Jan04, 201111:41 am
Unlimited Usage: 56MB To: adtiana@altilUdeent.com, alan@altitudeem.com

~
Q Hew folder
Call each own of these people and see if they will loan money to a six y8ar old company .
In box with personal gaurantor.

;d
Bulk Mail
Drafts If you want to build pay dex and d and b ratings to get corp lines of credit it takes
..
$4000 and 90 days. then you will hae the SO point pay dex you need to get funding
D Templates as a corp. as I said I paid a co. to do that and they did not do It • I bought this co. from
~ -~ Send Later a wholesale source a corp that failed to complete Its contract. So I had io fix everything
and it takes time and money. IPO is 75 k and the 6 months of brick and mortar costs are
~Sent Items 150k thats 225K
'-1iiiJ Tffish 11>- 60k from jack still needed
160k from vp
U AEM Management
d Film Slates 200k from each member.
O Loan
Dstephane

IF WE DO NOT GE IT IT WILL COST US 30MILL100MILL


Copyrlgllt C 2003-2011. Allllflhls reserved.

LET ME TELL YOU ABOUT GOING PUBLIC.

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Subject: RE: Update


From: stephane@altitudeent.com
Date: Wed, Jan 12,201112:01 pm
To: alan@altitudeent.com

I am not sure how this relates to the fact that.

Tel com has not been paid


Lease has not been paid on office
Lease has not been paid on office furniture
: And I refuse to work for free

As of Dec. 1S 2010 we fell in the red.

This company must recieve $200,000.00 or it is done. Out of Business.

My vested interest is that I am the owner the brains and the key to success.
I have worked more hours, I have invested more money than any other member.

As for Our CFO and our agreement it is not your issue. I earned a consulting fee
from
another source of income that is not related to Altitude Entertainment LLC.

I took my earned income from another revenue stream and bought and created
what I own (Altitude Entertainment LLC.) . This company was purchased for the
reason that is related to politics and natural retraction in common markets.
This political play that I chose to invest in is related to a political figure who
has relations with Hollywood. He sold out Ca. for tax credits and kick backs.
When this figure leaves politics the retraction will fall into place this is a good
time to invest in this IPO. It will make money.

BUT THE FACT THAT I HAVE A FEW MEMBERS THAT ACT LIKE THEY HAVE A CLUE ON
HOW COMPANY NEEDS TO BE FUNDED THEY IN FACT HAVE DESTROYED THE
COMPANY
ACTING LIKE DUMB ASS SHOT CALLERS WITHOUT A FUCKING CLUE ON HOW IT
WORKS.

TIME IS OUR ENEMY!!!!!!!!!! How many times do I have to repeat myself.

YOU KNOW WHAT DRIVE THIS COMPANY INOT THE GROUND WAIST SOOK WHO
GIVES A SHIT.

LET ME EXPLAIN:

• 24 MONTHS COSTS.

l OFFICE LEASE: $480,000.00 WITH CORP PENTHOUSE

i TEL COM. NET. WEB. $100,000.00


I

SALERY $SOO,OOO.OO

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i $1,000,000.00 MEMBERS MUST RAISE THIS MONEY. FOR THE IPO; COST ON IPO ..
DEPENDS ON EXPECTED RATE OF RETURNS WE NEED 7SK FOR THE IPO.

FAILURE TO RAISE THIS MONEY WILL RESULT IN LOST TIME. LOST MONEY. LONG
: TERM LEASE OBLIGATIONS THAT CANNOT BE PAVED.

l WOW SOUNDS LIKE MY IDEA OF FUNDING COMPANIES IS A BETTER ONE THAN THE
i SHOT CALLERS
• IN THIS COMPANY.

' CALL THE SHOTS PAY THE COSTS. COMPLETE FAILURE.

IT'S MY WAY OR FAILURE WAKE UP!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

-------- Original Message --------


Subject: RE: Update
From: <<JlaH@ilJtitJ.Jd~~t.com>
Date: Tue, January 11, 2011 6:32pm
To: stephane@altitudeent.com

Where are we at in that. I put in $25,000 and you said Jack put up $160,000 and I
am not sure how much Gunter put in but if he put in even as much as I did then that
is over the $200,000 we need right? so we should have enough money to get-r-
done. What are we waiting on. Lets get-r-done

-------- Original Message --------


Subject: RE: Update
From : < g~p ha l}g@i)Jtit_\,Ld~ eJJLcom >
Date: Tue, January 11, 2011 1:47pm
To: alan@altitudeent.com

nothing has changed. no cash. no company. NO IPO without 175k and


climbing. Six months at 25k is 150k
plus 75k for the atrorney to go public. Plus 25k a month since we have
opened due to lost momentum.

we need 200k this time that is going by is killing us.

-------- Original Message --------


Subject: Update
From: <alan.@QititJJ.deentccom>
Date: Tue, January 11, 2011 8:24am
To: "Stephane Marchand" <stephane@altitudeent.com>

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subject: ----·RE;··uPdat~~i)
c~-rord~'t:_;;:1'i Swed St~arch From: -c:Stepr.-ane@·a-tliludeent.com> ~§ Preftrred SendNI G
Date: Mon, Jan 17, 2011 12:56 pm
Unlimit~ Usage: 54MB To: alan@altltudeent.com

[4. Ntlw Fukler


Meeting today 3pm with Investor In film funding Proof Of Funds In handi$400,000,00.0.00
BIG PAY DAY TO WORK WITH IF HE INVESTS IN THE CORP.
~~~ lnbox
L_____j

L_] Bulk Mail


L.L Drafts ------··Original Message------·-
!1:] Templates Subject: Update
From: qlan@altitudeent com:>
CI. Send Later Date: Tue, January 11, 2011 8:24am
To: ~stephane Marchand" <2);g_Q_hane@altitudeent.com>
L~ Sent Items

:~Trash Just checking in seeing where everything is at?

0 AEM Management
0 Film Slates
tJ Loan
[J Stephana

Copyright C 2003-2011. All rights reserved

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