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Raoul Barrie Clymer 14150 Grant St., Suite 33 Moreno Valley, CA 92553 (951) 231-5886 raoulclymer@yahoo.com Propria persona

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA RAOUL BARRIE CLYMER, Plaintiff, v. KEVIN ELDER, RICHARD ELDER, SCOTT WOODSIDE, PIMLICO RANCH LLC, DRAKE DEVOLOPMENT, LLC, GOWIRELESS, INC., ALLIANCE BANK, MARK COHEN, et al., Defendants. : : : : : : : : : : : CASE NO.

CIVIL RICO COMPLAINT BREACH OF CONTRACT (VERIFIED)

JURY TRIAL DEMANDED

JURISDICTION AND VENUE 1. This Court has jurisdiction over this case pursuant to Title 28 U.S.C sec. 1331, 1367, and Title 18 U.S.C. sec. 1961-1964. Venue is proper in this Court pursuant to Title 28 U.S.C. sections 1332 , 1391 and Title 18 U.S.C. sec. 1965(a)

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2. This Court has pendant jurisdiction over the State Law claims under Title 28 U.S.C. sec. 1367. PARTIES Plaintiff: 3. Plaintiff, Raoul Clymer (hereinafter Plaintiff), is a natural born citizen of the Continental United States of America, and is at all times mentioned herein a resident of California. Current

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address is 14150 Grant Street, Suite 33, Moreno Valley, California, 92553.

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Defendants: 4. Defendant, Kevin Elder (hereinafter K. Elder), is a resident of Las Vegas, Nevada, doing business in California utilizing various sundry businesses. K. Elder is CEO and majority share holder of Nationwide Wireless, Inc. doing business as GoWireless, Inc., 9970 West Cheyenne Ave., #100, Las Vegas, 89129-7710 and majority shareholder in as many as 300 subsidiary Go

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Wireless corporations throughout various states in the United States of America and Canada. K. Elder continually represents himself as the alter ego of GoWireless. K. Elder is also the managing member and financial officer of Pimlico Ranch, LLC, Turtle Rock, LLC, Mesquite, LLC, Drake Construction, LLC, and other real estate development projects and businesses in California and elsewhere. K. Elder is sued jointly and severally in his professional and personal capacities. 5. Defendant, Richard Elder (hereinafter R. Elder), is a resident of California whose last known address is 35589 Felicity Place, Cathedral City, California, 92234. He is a licensed general contractor in the State of California and is a Managing member of Drake Development LLC and

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was responsible for overseeing the Pimlico Ranch Project. Richard Elder is sued jointly and severally in his professional and personal capacities 6. Defendant, Scott Woodside (hereinafter Woodside), is a resident of California whose last known address is 31988 Paseo Parallon, Temecula, California, 92592. He is a licensed Certified Public Accountant in the State of California and a Managing member of Pimlico Ranch LLC and

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Drake Development LLC and was responsible for procuring the final map, the construction loan, and a financial officer for said project. Scott Woodside is sued jointly and severally in his professional and personal capacities 7. Defendant, Pimlico Ranch LLC, is duly licensed to do business in the State of California, with

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the principal office registered as 41391 Kalmia Street, #210, Murrieta, California, 92562. Managing members of Pimlico Ranch LLC are defendants, Kevin Elder, Richard Elder, and Scott Woodside. 8. Defendant, Drake Development, LLC, is duly licensed to do business in the State of California, with the principal office registered as 68845 Perez Road, H30, Cathedral City,

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California, 92234. A few of Drake Construction projects were Pimlico Ranch, LLC, Turtle Rock, LLC, Mesquite, LLC. There were numerous other projects to be named pursuant to discovery. Managing members of said defendant, Drake Development, LLC, are defendants, K. Elder, R. Elder, and Woodside. 9. Defendant, GoWireless, Inc., a privately held corporation, was founded in 1995 and is based in Las Vegas, Nevada, and currently is the worlds largest retail outlet for Verizon Wireless having 300 stores in 21 states with a revenue of $172.5 million in 2009, with 1450 employees. GoWireless Inc is a subsidiary of Nationwide Wireless Inc.. Defendant K. Elder is the founder and CEO for GoWireless, Inc.. At the time of the cause of action Go Wireless, Inc. had only 80

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stores primarily on the West Coast. 10. Defendant, Alliance Bank, was at all times mentioned herein licensed to do business in California as a financial institution and a member of the Federal Reserve Bank. On February 6, 2009, California Bank & Trust (CB&T) acquired the deposits and loans of Alliance Bank of Culver City, CA. Last known address for Alliance Bank, and current address for CB&T, is 100

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Corporate Pointe Ste 110, Culver City, CA. . 11. Defendant, Mark Cohen (hereinafter Cohen), was at all times mentioned herein a loan officer for Alliance Bank in charge of the Construction loan for the Pimlico Ranch Project. He had a fiduciary duty to monitor the Pimlico Ranch Project Construction Loan.

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STATEMENT OF FACTS 12. Plaintiffs brother, Ben Clymer (hereinafter Ben), is a natural born citizen of the Continental United States of America, is and was at all times herein a resident and small business owner in California. Ben and Plaintiff are small business owners of three automotive body shops in the Inland Empire for over 25 years. Ben and his ex-wife Debbie were the sole principals in B & D

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Clymer Real Estate A Trust, LLC, prior to divorce. Thereafter Ben became sole owner of B& D Clymer Real Estate A Trust, LLC. 13. In or about October 2005, Ben (B& D Clymer Real Estate A Trust, LLC), was approached by Michael Murray (hereinafter Murray), a real estate broker, and a family member, with an investment portfolio entitled Pimlico Ranch , A Private Community. The investment required $3,500,000 cash which returned 10% per annum plus 35% of Project Profits. See Exhibit 1. 14. Murray represented the principal behind Pimlico Ranch LLC, K. Elder, as the owner of GoWireless, Inc.; his Brother-in-laws employer; and a personal friend. Murray made accolades in representing K. Elders honesty and integrity. 15. In or about November 2005 Ben, Brian Clymer, and Murray met with K. Elder in Bens office in Riverside, California. Ben was told by K. Elder that the $3.5 million was needed to purchase the project outright with clear title to the property from Pasha Investment, LLC.. Thereafter, Ben would have to take second position on title to enable K. Elder to procure a Construction Loan.

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16. Ben expressed reservations with second position on title utilizing his life savings. K. Elder enhanced the proposal by adding three of the houses to be built at cost for Ben and his two sons. 17. K. Elder gave his personal assurance that the investor would participate in the development, the project would be a success, completed according to the time schedule, and

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backed his assurance by Go Wireless and its 80 stores. 18. Based upon K. Elders personal assurance, on December 31, 2005, Ben entered into a Contingent Interest Loan Agreement [Exhibit 2], Secured Promissory Note, [Exhibit 3], and a Deed of Trust [Exhibit 4], by and through B & D Clymer Real Estate A Trust, LLC, and K. Elder, by and through, Pimlico Ranch, LLC, with a maturity date of December 1, 2010.

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19. Ben sold all three of the commercial properties [body shop sites] with lease back options to finance the Pimlico Ranch LLC Project for B & D Real Estate A Trust LLC. 20. K. Elder directed Ben to wire transfer funds to a bank account at Wells Fargo Bank, Las Vegas, Nevada, account # 121000248 7267017429. Over six wire transfers were made to this account. See Exhibit 5. 21. On February 17, 2006, Randall Haskins, filed a full reconveyance of Pimlico Ranch LLC to clear title. See Exhibit 6. 22. On May 25, 2006, Murray had Ben sign a Subornation of Deed of Trust to Pimlico Ranch LLC as was agreed upon. See Exhibit 7 23. Murray assured Ben that he was on Title with Title insurance on the Pimlico Ranch property. 24. B & D Clymer Real Estate A Trust, LLC, diligently inquired into the status of the project and K. Elder or Murray would always claim they were awaiting approval of documents to proceed with sub-division, .surveying, .grading, .drainage, .construction,. permit approval, .or the bank was dilatory with the financing. 25. Unbeknownst to B& D Clymer Real Estate A Trust, LLC, Pimlico Ranch LLC, managing members, defendants K. Elder, R. Elder, and Woodside secured a collateralized Construction Loan from Alliance Bank for the sum of $13.96 million dollars utilizing the property as collateral [Exhibit 8] secured by K. Elder as Guarantor; as evidenced by K. Elders signature

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on the last page of the Promissory Note. [See Exhibit 9] 26. K. Elder personally paid the 10% interest payment for 2006 to B & D Real Estate A Trust LLC representative, Ben Clymer. 27. K. Elder personally paid the 10% interest payment for 2007 to B & D Real Estate A Trust LLC representative, Ben Clymer.

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28. K. Elder paid the interest payment for 2008 from the Drake Construction, LLC, checking account to B & D Real Estate A Trust LLC representative, Ben Clymer. See Exhibit 10 29. In May 2010, Plaintiff personally acquired 50% of the interest in the Pimlico Ranch Project from B & D Real Estate Trust, LLC. See Exhibit 11 30. In or about the third week of May 2010, pursuant to Plaintiffs investigation it was revealed that the named defendants had procured a construction loan for $13.9 million dollars. 31. In or about the first week of June of 2010 Plaintiff attempted to contact Woodside at his home and left his wife a business card asking that Woodside to call him about a business opportunity.

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32. Woodside called later and Plaintiff explained that he was conducting an investigation into the Pimlico Project and ask to see the Pimlico Ranch LLC books. Woodside claimed R. Elder had the books and he did not have access to them. Plaintiff asked Woodside if he would co-operate in the investigation in exchange for immunity from potential civil RICO action against the managing members of the Pimlico Ranch LLC Project. Plaintiff then asked if K. Elder utilized

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any of the funds from Pimlico for Go Wireless to which Woodside responded he may have,. but I dont think so. 33. In or about the third week of June 2010 Plaintiff and Murray traveled to Las Vegas to confront K. Elder. K. Elder claimed he did not have the funds to pay the interest payment owed.

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Plaintiff informed K. Elder that Plaintiff intended to file a civil R.I.C.O. action against him if he did not honor his personal commitment. K. Elder said he would consult with his accountant and get back in touch. 34. In or about July 2010, K. Elder, Woodside, and R. Elder (whom Plaintiff has never spoken with) obtained a restraining order against Plaintiff using deliberately false statements.

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35. Plaintiff has been making, and continues to make, monthly payments of $49,392.00 on properties once owned since sale of same in or about December of 2005. GENERAL ALLEGATIONS 36. At all times in the allegations listed in subsequent paragraphs in this complaint, based upon information and belief, Plaintiff does hereby make his general allegations against named defendants. 37. Defendant, K. Elder devised a scheme utilizing numerous commercial real estate projects to fund his GoWireless Inc stores throughout North America. 38. Defendant, K. Elder, did knowingly and falsely present an investment opportunity upon

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which presentation Plaintiff did rely to commit life savings into financing a project that Defendants had no intention of completing; instead Defendants did receive $3.5 million dollars from Plaintiff to allegedly purchase a commercial real estate property and subsequently procure a $13.9 million dollar construction loan utilizing said property as collateral and divert the funds for personal use and to the expansion of Go Wireless Inc.

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39. At all times in the allegations listed in subsequent paragraphs in this complaint, and upon information and belief, defendants, K. Elder, R. Elder, Woodside, and others known and unknown, did conspire to commit investment fraud against Plaintiff which caused, and continues to cause, Plaintiff substantial injury to their business.

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FIRST CAUSE OF ACTION: CIVIL R.I.C.O. 40. Plaintiffs incorporate by reference paragraphs 1 through 39, as if fully alleged herein. 41. K. Elder as the alter ego of GoWireless, Inc., Pimlico Ranch, LLC., etc, etc, did devise a fraudulent business scheme to use funds fraudulently obtained and embezzled from various real

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estate projects to enhance his Gowireless, Inc., enterprise in an effort to take Gowireless public. All at the expense and detriment of Plaintiff. In violation of Title 18 section 1962 (c): It shall be unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprises affairs through a pattern of racketeering activity or collection of unlawful debt. 42. K. Elder, R. Elder, Woodside, Cohen, and others known and unknown, did knowingly, or otherwise, conspire amongst themselves utilizing Pimlico, Drake, and Alliance to finance the growth of GoWireless, Inc.. In violation of Title 18 U.S.C. section 1964(c): Any person injured

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in his business or property by reason of a violation of section 1962 of this chapter may sue therefor in any appropriate United States district court and shall recover threefold the damages he sustains and the cost of the suit, including a reasonable attorneys fee, except that no person may rely upon any conduct that would have been actionable as fraud in the purchase or sale of securities to establish a violation of section 1962. The exception contained in the preceding

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sentence does not apply to an action against any person that is criminally convicted in connection with the fraud, in which case the statute of limitations shall start to run on the date on which the conviction becomes final. 43. K. Elder engaged in racketeering activity by causing the fraudulently obtained money to be

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transferred by wire into his personal bank account in Nevada: On six different occasions. In violation of Title 18 UCS sec 1343: Wire Fraud. 44. K. Elder, R. Elder, and Woodside engaged in Racketeering activity by the predicate act of mailing a check from Drake Development LLC as interest payment. In violation of 18 USC section 1341: Mail Fraud.

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45. K. Elder, R. Elder, and Woodside engaged in racketeering activity by the predicate act of submitting a false application for a Construction Loan with intent to divert the funds for usage other than stated. In violation of Title 18 USC sec 1344: Financial Institution Fraud. 46. K. Elder, R. Elder, and Woodside engaged in Racketeering activity by the predicate act of diverting fraudulently obtained money from real estate projects into GoWireless, Inc., a legitimate corporation, whereby laundering the ill-gotten money. In violation of 18 USC section 1956: Money Laundering 47. As a result of Defendants conduct, defendants are liable to Plaintiff for actual and punitive damages in an amount yet to be ascertained, including a trebling of damages, together with costs

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and disbursements incurred in connection with this action, as well as pre-judgment and postjudgment interest. SECOND CAUSE OF ACTION: PROMISSORY FRAUD 48. Plaintiffs incorporate by reference paragraphs 1 through 46, as if fully alleged herein.
49. Kevin Elder, representing himself as the alter ego of GoWireless, Inc., did knowingly make a false

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promise guaranteeing the timely success of the Pimlico Ranch Project upon which Promise Plaintiff did rely upon to the detriment of his business. 50. K. Elders conduct was knowing and intentional and was undertaken by K. Elder solely to

unjustly enhance his own personal pecuniary interest without regard to his obligations vowed to

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Plaintiff. 51. K. Elder was aware that his conduct would result in extraordinary harm to Plaintiff such as financial ruin. 52. As a result of K. Elders fraudulent conduct, defendant, K. Elder is personally liable to Plaintiff for actual and punitive damages in an amount yet to be ascertained, together with costs

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and disbursements incurred in connection with this action, as well as pre-judgment and postjudgment interest.
THIRD CAUSE OF ACTION: BREACH OF FIDUCIARY DUTY

53. Plaintiffs incorporate by reference paragraphs 1 through 52, as if fully alleged herein. 54. Alliance Bank, by and through its acting agent, Mark Cohen, did conspire with K. Elder, and others to commit bank fraud by issuing a $13.9 million dollar construction loan without regard for performance. 55. K. Elder, R. Elder, Woodside submitted application for a $13.9 million Construction Loan utilizing the Pimlico Ranch LLC property as collateral, approved by Alliance Bank, by and

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through its acting agent, Mark Cohen; with the knowledge by all named herein that the Construction Loan was not going to be used for constructing the Pimlico Ranch Project LLC. 56. As a result of Alliance Banks fraudulent conduct, by and through defendant, Cohen, they are personally liable to Plaintiff for actual and punitive damages in an amount yet to be ascertained, together with costs and disbursements incurred in connection with this action, as

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well as pre-judgment and post-judgment interest. FOURTH CAUSE OF ACTION: UNJUST ENRICHEMNT 57. Plaintiffs incorporate by reference paragraphs 1 through 56, as if fully alleged herein. 58. As a result of the conduct described above, Defendants K. Elder and GoWireless, Inc., has

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been and will be unjustly enriched at the expense of Plaintiff. Specifically, Defendant's unfair and illegal actions as described above have enabled Defendants to expand GoWireless, Inc., from 80 stores (at time of signing contract) to over 300 stores (at present) during an extreme recession utilizing Plaintiffs funds, unjustly enriching Defendant at an amount to be proven at trial. 59. Defendant should be required to disgorge this unjust enrichment.

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FIFTH CAUSE OF ACTION: BREACH OF CONTRACT 60. Plaintiff incorporates by reference paragraphs 1 through 59, as if fully alleged herein. 61. The contract entitled Contingent Interest Loan Agreement, upon which this action is based was drafted by defendant, K. Elders, attorney and was to be performed in the County of Riverside, State of California. 62. On or about December 31, 2005, plaintiff and defendants and each of them, entered into a written agreement whereby plaintiff agreed to loan defendants, and each of them, the sum of $3,500,000.00. The terms of the Contingent Interest loan agreement are as follows: a. The Loan shall be due on or before December 1, 2010 (Maturity Date). b. Fixed Interest rate of 10% per annum. c. Contingent Interest in an amount equal to 35% of the Net Proceeds.

63. Plaintiff has performed all of the conditions, covenants, and promises required to be
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performed in accordance with the terms and conditions of the contract, by loaning to defendants, and each of them, the aforementioned sum of $3,500,000.00. 64. Defendants, and each of them, breached their agreement with plaintiff by failing and refusing to perform in good faith their promise to pay the fixed interest for 2009, 2010, and repay the loan on December 1, 2010.

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65. As a result of the breach by the defendants, and each of them, in the obligations pursuant to the contract, the entire sum of $3,500,000.00 loaned to defendants, plus interest, and each of
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them, is now due, owing, and unpaid. Demand has been made on defendants, and each of them, for repayment but defendants, and each of them have failed and refused and continue to fail and refuse, to repay the sum loaned by plaintiff. 66. Defendants, and each of them, have therefore breached their contract with plaintiff, who has been damaged thereby in the sum of $3,500,000.00 plus interest at the legal rate from and after

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the date due according to proof. SIXTH CAUSE OF ACTION: FRAUD 67. Plaintiff incorporates by reference paragraphs 1 through 66, as if fully alleged herein. 68. The named Defendants, orchestrated by K. Elder, did act in concert to deliberately deceive Plaintiff by concealing the fact a construction loan was procured and the funds spent. These representations were false and defendants knew the falsity of these statements at the time they were made. 69. Plaintiff is informed and believes and thereon alleges that defendants, and each of them, had no intention of completing the Pimlico Ranch Project within the time frame established in the

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Memorandum for the specific purpose of depriving plaintiff of his funds, to harass plaintiff in his business, and to defraud plaintiff, all with malice toward plaintiff. 70. Plaintiff relied on the representations of defendant and would not have made the loan otherwise. 71. As a result of the Defendants fraud Plaintiff must compete in a recessive market without the

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use of said funds and bare the financial burden of excessive monthly lease payments for over five years. 72. These acts were malicious, fraudulent and oppressive, justifying an award of punitive damages so that defendants and each of them will not engage in such conduct in the future and

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make an example of them. PRAYER FOR RELIEF Plaintiff incorporates by reference paragraphs 1-72 as if fully set forth herein. Each defendant named herein breached their fiduciary duties to Plaintiff by causing or allowing others to engage in the scheme described above.

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WHEREFORE, plaintiff respectfully requests that a judgment be entered in his favor and against each defendant as follows: With respect to First Cause of Action: Civil R.I.C.O.: a. Declaration that the named defendants engaged in racketeering activity. b. Damages according to proof at the time of trial; c. Punitive damages or enhanced damages up to three times actual damages, as found by the trier of fact in excess of $21.6 million dollars; and d. Its costs and attorneys fees incurred in obtaining the benefits due under the contract With respect to the Second Cause of Action: Promissory Fraud

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a. Damages according to proof at the time of trial; b. Punitive damages or enhanced damages, against Kevin Elder personally, inasmuch as the corporate veil is pierced, the amount to be determined by the trier of fact; and c. Its costs and attorneys fees incurred in obtaining the benefits due under the contract

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With respect to the Third Cause of Action: Breach of Fiduciary Duty a. Damages according to proof at the time of trial; b. Jointly and severally against each defendant for damages suffered as a result of such breaches in an amount to be established at trial; and

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c. Its costs and attorneys fees incurred in obtaining the benefits due under the contract With respect to the Fourth Cause of Action: Unjust Enrichment a. Damages according to proof at the time of trial; b. Disgorge this unjust enrichment to Plaintiffs benefit (35%)

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c. Jointly and severally against each defendant for damages suffered as a result of such breaches in an amount to be established at trial; and d. Its costs and attorneys fees incurred in obtaining the benefits due under the contract With respect to the Fifth Cause of Action: Breach of Contact a. Damages according to proof at the time of trial; b. Jointly and severally against each defendant for damages suffered as a result of such breaches in an amount to be established at trial; and c. Its costs and attorneys fees incurred in obtaining the benefits due under the contract With respect to the Sixth Cause of Action: Fraud a. Damages according to proof at the time of trial; b. Punitive damages or enhanced damages, against Kevin Elder, Richard Elder, Scott Woodside, Mark Cohen, personally, inasmuch as the corporate veil is pierced, the amount

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to be determined by the trier of fact; and c. Its costs and attorneys fees incurred in obtaining the benefits due under the contract Demand Jury Trial on all issues.

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Any other relief this Honorable Court deems appropriate and just. Respectfully submitted, Raoul Clymer Without Prejudice UCC 1-308

VERIFICATION I, Raoul Clymer, do hereby verify that the aforesaid contents of this Complaint are true and correct to the best of my knowledge, information, and belief.

Raoul Clymer 14150 Grant Street, Suite 33 Moreno Valley, CA 92553

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