Randy lee harris of 865 angel push, ellijay, ga and steven adrian cunningham of 3765 banyon street, alpharetta, ga presumably orchestrated and perpetrated inventory scam, involved in self-dealing, presumably went a scam along with a sham operation in violation of sec rules the following:
Usa district court
Northern district of georgia
Atlanta department
Equus assets, inc.,:
:
Plaintiff,:
: Civil Action No.:
V.:
:
Randy l. Harris, steven a.:
Cunningham, and moondance,:
Ltd, llc.:
:
Defendants.:
Complaint for damages and equitable relief
ARRIVES TODAY PLAINTIFF EQUUS ASSETS, INC., by and through its undersigned attorneys, as well as for its Criticism claims the following:
The functions
1.
Plaintiff Equus Resources, Inc. (“Equus Resources” or even the “Company”) is just a Co company whose primary office is found in Ponte Vedra Beach, Florida.
2.
Defendant Randy L. Harris (“Harris”) is just a Atlanta citizen who might be offered at his home 865 Angel Push, Ellijay, Atlanta 30536, that will be in Dawson County.
3.
Defendant Steven A. Cunningham (“Cunningham”) is just a Atlanta citizen who might be offered at his home 3765 Banyon Street, Alpharetta, Georgia 30022, that will be in Fulton County.
4.
Offender Moondance, Ltd., LLC (“Moondance”), purports to be always a limited liability business; nevertheless, the Business continues to be not able to determine Moondance’s state-of business. Upon info and perception, Cunningham may be the managing person in Moondance. As explained above in Section 3, Cunningham is just a citizen of Georgia.
5.
Jointly, the people recognized in Sentences 2 and 3 above will be known as the “Individual Defendants.”
Legislation and location
6.
This Court has material jurisdiction over this course of action under 28 U.S.C. § 1332 since there is total variety of citizenship between your plaintiff and all defendants and also the issue in dispute meets the amount of $75,000.00, unique of curiosity and expenses.
7.
This Court also offers material jurisdiction over this course of action under 28 U.S.C. § 1331 just because a state occurs under federal regulation. The rest of the State Law statements are precisely introduced pursuant to 28 U.S.C. § 1367.
8.
Location is correct within this Courtroom pursuant to 28 U.S.C. § 1391 (a), (t). Location is correct within the Atlanta Department pursuant to L.R. 3.1 (W) (1) (a).
Factual background
9.
Equus Resources is just a freely traded organization that's organized itself being an integral property administration organization, which may agent its mortgages and also have a to coach its mortgage and realtors.
10.
Till September Harris and Cunningham were administrators of Equus and filled numerous essential functions as officials for that company.
11.
Even Though Organization has lifted huge amount of money with debt and value money, the Company’s fiscal documents present no belongings balanced towards the expense of the stockholders and incredibly restricted clarification of where the used payments went or how these were invested.
12.
In September the Company’s investors required the required steps to get rid of Harris and Cunningham whilst the company’s administrators.
13.
The shareholders elected in new administrators, who ended Individual Defendants within their administration capabilities and started the procedure of choosing the company’s belongings and identifying the economic wellness of the organization and its own wholly owned subsidiaries.
14.
Having researched the matters of the Organization and examined the files that it's had the opportunity to acquire along with other documents, the organization has decided that its preceding administration had obtained individually or distributed considerable corporate resources and overlooked the matters of the Organization and usually breached their fiduciary responsibilities, all towards the detriment of the Organization and its own investors.
15.
Those things described thus represent a routine of breaches of fiduciary responsibility which used both emails and cables in interstate business in breach of condition and federal Racketeer Influenced Corrupt Organizations (“RICO”) regulations.
Company History
16.
The Organization was started in 1976 as Cripple Creek Silver Creation Corp., transformed its title to Rogue Petroleum Corp.in 1986, to as Rogue International Trade Corp.in 1987, which consequently turned Forst Hunter International Trade Corp.in 1997.
17.
By January 2, the Organization was approved to problem 100,000 stocks of common stock and zero stocks of preferred stock.
18.
In April the Organization reincorporated to alter the level value of its inventory from $. 05 to $. 0001. The Organization also improved the amount of approved, common stocks to 100,000, 000.
19.
In August the Organization transformed its title to Equus Assets, Inc.
Company misconduct and
Breaches of fiduciary duty
20.
On November 1, Harris and Cunningham turned the only officials and administrators of the Organization by virtue of the combination of Group One Mortgage Providers, Inc. (“Team One Mortgage”) into Equus Sources.
21.
As officials and administrators of the Organization, the Person Defendants owed the Organization and its own investors fiduciary responsibilities of devotion, homework, and good faith.
22.
As detailed throughout this criticism, Harris and Cunningham frequently breached their fiduciary responsibilities by giving themselves yet others stocks without acquiring suitable price towards the Organization, and therefore diluting the worthiness of stocks used by value traders, getting into self interested agreements, lending themselves the company’s resources without reimbursement, declaring to possess borrowed the Organization cash and removing cost when no mortgage was available, declaring to possess contributed resources towards the Organization when none were led, promoting corporate stocks at below-market charges for individual gain, promoting individual stocks to customers trying to purchase the Organization, using household and friends and participating in additional self interested dealings towards the detriment of the Organization, and ignoring the affairs of the Organization and its own wholly-owned subsidiaries, while investing their period and focus on other individual issues.
23.
Provided the character and degree of those breaches of fiduciary responsibility, none of the resources removed in the Organization by Harris and Cunningham were genuine.
General Corporate Inaction and Inappropriate Steps
24.
On November 29, Harris and Cunningham submitted posts of modification towards the Company’s posts of development that presupposed to boost the quantity of approved, preferred stocks to 50,000, 000 (par = $. 0001). These changes were submitted through the emails using the Co Secretary of State’s Workplace.
25.
On March 1, Harris and Cunningham submitted revised and restated articles of development that presupposed to boost the quantity of approved common investment to 750,000, 000 stocks while lowering the level value of these stocks to $. 00001 which presupposed to boost the worth of released and issuable preferred investment to $. 01 per share. These changes were submitted through the emails using the Co Secretary of State’s Workplace.
26.
Both of the increases explained in lines 24 and 25 were improper along with a break of fiduciary responsibility since Harris and Cunningham had previously terminated 25 thousand shares used by Susan A. Englert on November 1. The Person Defendants measured 25 thousand shares allegedly possessed by Susan A. Englert as having been chosen in support of growing the approved shares of the Organization, even though that these 25 thousand shares have been previously terminated by Harris and Cunningham on December 1.
27.
Likewise, the Person Defendants terminated 9 thousand more stocks on November 9, however permitted some shares—owned by organizations managed by Donald F. Mintmere, including Donald F. Mintmere, PA—to be chosen in support of both of the increases in approved inventory.By utilizing these terminated shares to impact remarkable escalation in the amount of approved stocks, the Person Defendants breached their responsibility of treatment towards the company and its own investors. The investor consents were acquired through the emails, and communication concerning the investor permission happened within the cables.
28.
For instance, Donald F. Mintmere—now providing time after his confidence to get a quantity of investments-related felonies—sent a contact to Cunningham on November 30 congratulating Cunningham on the work congratulations in growing the amount of preferred stocks of the organization and voting six-million shares in support of the motion. Mintmere delivered another mail to Cunningham on April 4 voting six-million shares in support of the boost of common stocks, but watching that “the escalation in approved is just a small extreme.” Mintmere was a citizen of California just before his national beliefs, therefore the emails were delivered from Florida to Georgia.
29.
The Company’s transport agent, ComputerShare, Inc., is found in Gold, Co, therefore all steps of share issuances and communication regarding investor motion and panel promises were shipped to that particular workplace from Atlanta and communications regarding these messages happened between Georgia and Co.
Harris and Cunningham Instantly Started a Plan of
Fraud, which Breached Their Fiduciary Responsibilities
30.
Harris and Cunningham released themselves stocks in substitution for their proposed factor greater than $220,000 of computer gear, and much more than $100,000 in furniture and accessories to Equus Sources.
31.
The Organization doesn't have record or stock of furniture, equipment, or accessories really obtained to warrant this type of big proposed money factor and it has been not able to find furniture, equipment, and accessories actually approaching that price.
32.
Moreover, it's obvious from Group One Mortgage’s publications that Harris and Cunningham had formerly led exactly the same furniture and gear to Group One Mortgage on October 28, May 5, and July 18, prior to their affiliation with Equus Sources. Hence, the home that Harris and Cunningham make reference to as their money efforts to Equus Assets wasn't their home to start with, because it had formerly been led to Group One Mortgage.
33.
Equus Resources was compelled to twice purchase the probable fake (or atleast significantly overestimated) money factor, as Group One Mortgage was combined into Equus Assets as a swap for 19,475, 652 stocks, that have been directed at Group One Economical.
34.
Harris and Cunningham were able to transform more stocks from Equus Assets through Group One Mortgage. On December 15, the Person Defendants’ triggered Equus Assets to problem 1,596, 500 stocks towards the workers of Group One Mortgage due to their pursuits because organization. Nevertheless, as mentioned in Section 33, more than 19 thousand shares had been already released to Group One Mortgage’s homeowners within the combination.
35.
Just Before its dissolution, Equus Sources “loaned” Group One Mortgage $370,198.09. That mortgage was afterwards “written off” as “bad debt.”
36.
On info and perception, Group One Mortgage was offered to El Unicornio, Ltd., without any belongings but including numerous national payroll tax debts as a swap to get a guarantee to market and marketplace El Unicornio’s Southamerican products in Atlanta.
37.
The very first issuance to Cunningham was of 1 thousand shares on October 15, allegedly for his preliminary factor of furniture, gear, and accessories. Based on ComputerShare’s documents, these thousand shares were requested launched by Equus Assets, in Alpharetta, Atlanta and delivered to Jesse Mintmere in Palm Beach, Florida.
38.
The very first issuances to Harris was likewise of 1 thousand shares on October 15, allegedly for his preliminary factor of furniture, gear, and accessories. Based on ComputerShare’s documents, these thousand shares were requested launched by Equus Assets, in Alpharetta, Atlanta and delivered to Jesse Mintmere in Palm Beach, Florida.
39.
Harris and Cunningham displayed to investors they weren't getting wages in order to not trigger the Organization that cost; however, despite allegedly being outstanding for 3 years, Harris and Cunningham existed in million-dollar houses and went expensive vehicles. Like a lot of of the statements, it was likewise false, whilst the Specific Defendants were getting “consulting fees” instead of official wages and promoting their individual stocks once the Organization might have cheated these possibilities.
40.
Once The Company’s treasury share was offered within the Company’s title, Harris and Cunningham offered that inventory at 1 / 2 of the subsequently-selling price.
41.
Harris and Cunningham didn't maintain just one investors meeting within the last 3 years.
42.
Harris and Cunningham also joined into home-working indemnity contracts, which claim to need the Organization to indemnify them-but that are banned by Colorado law.
43.
Instead of follow the Company’s mentioned objective, Harris and Cunningham produced and obtained numerous part and internet businesses, a lot of which not just didn't include any worth towards the Organization but additionally cleared the Company’s limited resources.
44.
These organizations involved: Team One Financial Services, Inc., Staff One Mortgage, First-Team Realty, Inc., REALPROS Property, Inc., Dunnotar Insurance Co., National Occupation Training Company, Inc., AM/Corp Financial Services, Inc., 1st Metro Insurance, Inc., AMC-A Mortgage Co., Equus Realty Team, Inc., Equus Financial Services, Inc., Training Partners Worldwide, Inc. (“EPI”), Staff One Businesses, LLC, Equus Energy Options, Inc., American-International Technical Institute, Inc., The Staff One Financial Group, LLC, American-International Training, Inc. (“AIE”), American-International Education Providers – Viet Nam, Inc., and Also The Genesis non profit Corp.
45.
Based On The documents of the Organization, Equus Mortgage Providers, Inc., produced a major revenue of $351,735.58 through August 17; REALPROS Property, Inc., produced a major revenue of $282,756.32 through August 30; 1st Metro Insurance, Inc., produced a major revenue of $83,218.03 through August 30; Equus Realty Team, Inc., produced a major revenue of $23,067.76 through August 30; and EPI produced a major revenue of $20,700.74 through August 30. The amount of these major earnings is 1,478.43.
46.
By your day that Harris and Cunningham were taken off their administration jobs using the Organization, Equus Assets seems to have drawn in atleast $1,081, 478.43 in the Personal Defendants’ proposed money efforts, as supposed in Section 30, and in the major earnings of the business enterprise, as explained in Section 45.
47.
Furthermore, the Organization released $373,000 value of favorite share and $787,455.32 in keeping share to boost funds.
48.
Despite all of the resources allegedly drawn in, such as the earnings of the organizations in Section 45 and all debt and collateral expense of others, upon data and perception the Organization has significantly less than $90,000 in low-protection belongings and much more than $370,000 as a whole debts with no continuing business functions.
49.
This distinction of many thousands and thousands of bucks is inexplicable from the Company’s documents, and Harris and Cunningham were the sole two people within the condition who might approve the spending of resources. Harris and Cunningham dissipated or lost these resources.
50.
The Organization also proceeds to accumulate costs on the basis of the Personal Defendants’ misfeasance and nonfeasance. For instance, the Organization obtained a telephone expenses for $4,265.85 on November 11, including existing and previous costs produced from the Individual Defendants. Their steps weren't obtained for that Company’s advantage, these costs don't and also have not produced price for that Company’s investors.
51.
Moreover, as explained under, Harris and Cunningham offered atleast 16,340, 000 of the individual stocks to traders, getting $612,500 which should represent resources of the Organization. It's unknown just how many additional infinite stocks Harris and Cunningham offered within the market—both individually and through Moondance—as further proof of the Person Defendants’ adjustment of the organization and its own investors.
52.
Cunningham also released herself 9,452, 273 stocks on September 11 by shipping these stocks to his individual target in Alpharetta. This issuances was following the effective time of his elimination like a representative of the Organization, and there's no report of the thought that Organization obtained as a swap for these roughly eight plus one-half-million shares.
53.
In dereliction of the responsibilities, Harris and Cunningham removed documents in the Company’s documents just before switching these documents to new administration. Once the investors eliminated Harris and Cunningham as administrators, Harris and Cunningham switched within the documents and pc of the Organization towards the new administration, in October. Just before this return, the pc have been preserved by Jennifer Harris Trastelis. The brand new corporate Leader, Bert Watson, Jr., switched on the pc and examined all the related documents. Then Mr. Watson restored the computer towards the same standing it had been in throughout the early summer of 2007 and found numerous documents the have been erased in the pc, including documents which confirmed where a few of the Company’s cash had opted.
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