MWC GROUP, LLC, a Florida
Limited Liability Company; and
JEFF GALPERN, Individually
ICARUS INVESTMENTS, INC., a Foreign corporation (Icarus Investments), sues Defendants, MWC GROUP, LLC, a Florida Limited Liability Company (MWC Group) and JEFF GALPERN, Individually (Galpern), for injunctive relief and damages.in support of this Complaint, Icarus Investments avers:
Nature of Rip-Off
1. This is an action by Icarus Investments against Defendants for injunctive relief and damages caused by Defendants' unauthorized conduct of selling securities. Each of the causes of action alleged below are pled in the alternative, and each Count seeks damages independent of the other Counts.
Parties, Jurisdiction and Venue
2. This Court has jurisdiction pursuant to Florida Statutes, 26.012. To the extent damages can be quantified, Icarus Investments' damages exceed $15,000.00,
exclusive of costs, interest and attorney's fees.
3. Venue is proper in this Court pursuant to Florida Statutes, 47.011 because the Defendants either reside or have an office within Palm Beach County, Florida.
4. Plaintiff Icarus Investments is a for-profit corporation organized under the laws of the State of Minnesota. Plaintiff is filing a non-resident cost bond concurrently with this Complaint.
5. Defendant MWC Group, LLC is a limited liability company organized under the laws of the State of Florida with its principal place of business in Palm Beach County, Florida.
6. Defendant Jeff Galpern is sui furls and a resident of Palm Beach County, Florida. Galpern is the principal of MWC Group, LLC.
General Allegations
7. Icarus Investments is engaged in the business of, among other things, buying and selling securities. Icarus is not a registered broker/dealer.
8. Galpern is engaged in the business of, among other things, trading securities, though his company, MWC Group. Neither MWC Group nor Galpern is a registered broker/dealer.
9. On or about March of Defendants agreed to purchase from Icarus Investments 5,333, 333 shares of STS Evermedia Corporation common stock (the ' STSM Stock") pursuant to one or more block trades on prices to be agreed upon between the parties.
10. On or about March of but before the selling price was determined, Icarus Investments transferred 5,333, 333 shares of STS Evermedia Corporation common stock (the "STSM Stock") to Defendants in furtherance of their agreement.
11. Pursuant to the Agreement, Defendants expressly agreed to refrain from transferring or selling the STSM Shares without prior consent from Icarus lnvestments. See Letter, attached hereto as Exhibit "A."
12. Shortly after the transfer of STSM Shares from Icarus Investments to Defendants, Defendants began taking in funds pursuant to oral and/or written agreements with third parties despite stating to Icarus lnvestments that no sales had been made.
13. On or about May 25, Defendants sent an email stating they had signed at least one agreement with a particular third party, but no decisions had been made about transferring any part of the STSM Shares.
14. On or about May 31, Defendants had stock issued to at least eighteen (18) individuals, but such issuances were not reported, let alone discussed, to Icarus Investments.
15. On or about June 8, Defendants confirmed that they had in fact issued stock to third parties and would provide purchase contracts and bank records to Icarus Investments.
16. Defendants failed to provide such information to Icarus Investments or return any of the STSM Shares.
17. Defendants have sold and will continue to sell blocks of the STSM Stock until it is depleted.
18. Icarus Investments has suffered and will continue to suffer immediate and irreparable harm if Defendants are permitted to continue to hold the STSM Stock since: (a) the STSM Stock is unique; and (b) Defendants' conduct can drive the stock price down given that STSM stock is thinly-held and traded security.
19. Therefore, while STSM maintains a stock price in the marketplace, the total amount of damage is impossible to demonstrate with certainty given that STSM is thinly-held and traded security, thereby rendering inadequate any remedy at law.
20. Icarus Investments has a clear legal right to the injunctive relief requested and, under the circumstances alleged in this Complaint, is in the public interest.
21. All conditions precedent to bringing this action have been satisfied, excused or waived.
Count One
Breach of Oral Contract
(Injunctive Relief)
22. Icarus Investments incorporates herein by reference paragraphs 1 through 21 of this Complaint.
23. Icarus Investments and Defendants entered into an oral agreement, whereby Defendants would purchase the STSM Stock at a price to be agreed upon between the parties before Defendants in turn sold such securities to third parties.
24. Defendants breached this agreement by selling portions of the STSM Stock prior to the time the parties finalized their agreement.
25. Icarus Investments has suffered, and continues to suffer damages as a result of Defendants' breach.
26. As a result of Defendants' breach, Icarus Investments has suffered, and continues to suffer immeasurable damages.
WHEREFORE, Icarus Investments prays this Court will Order preliminary and permanent injunctive relief against Defendants, jointly and severally, as follows: (1) enjoining Defendants from further sales of the STSM Stock; (2) ordering Defendants to transfer the remaining STSM Stock back to Icarus Investments; (3) costs; and (4) granting such further relief as this Court deems appropriate.
Count Two
Breach of Oral Contract
(Damages)
27. Icarus Investments incorporates herein by reference paragraphs 1 through 17, and paragraph 21 of this Complaint.
28. Icarus Investments and Defendants entered into an oral agreement, whereby Defendants would purchase the STSM Stock at a price to be agreed upon between the parties before Defendants in turn sold such securities to third parties.
29. Defendants breached this agreement by selling portions of the STSM Stock prior to the time the parties finalized their agreement.
30. Icarus Investments has suffered, and continues to suffer damages as a result of Defendants' breach.
31 Icarus Investments is entitled to the quantifiable portions of the damages it has incurred (for example, the value of the securities sold), in addition to injunctive relief to prevent future and unquantifiable harm.
WHEREFORE, Icarus Investments prays this Court will enter judgment against Defendants, jointly and severally, for: (a) compensatory damages, including but not limited to the value of STSM common stock that has already been sold; (b) costs, (c) pre - and post-judgment interest; and (d) any further damages that this Court deems to be just and proper.
Count Three
Fraud in the Inducement
32. Icarus Investments incorporates herein by reference paragraphs I through 21 of this Complaint.
33. As a material part of the oral agreement between Icarus Investments and Defendants, Defendants knowingly misrepresented that they would hold the STSM Stock and not sell/move/transfer it without Icarus Investments' approval.
34. At the time Defendants made the oral agreement, Defendants did not intend to hold onto the STSM Stock prior to an agreement on price. Rather, Defendants intended to sell, move, and/or transfer part of all of the STSM Stock for its own benefit and to the detriment of Icarus Investments.
35. Defendants made such material false statements with the intent to induce Icarus Investments to enter into the oral agreement.
36. Icarus Investments justifiably relied on Defendants' material false
statements in making its decision to enter into the oral agreement with Defendants.
37. Icarus Investments has suffered substantial damages as a direct and
proximate result of Defendants' material false statements.
WHEREFORE, Icarus Investments prays this Court will enter judgment against Defendants, jointly and severally, for compensatory damages, pre - and post-judgment interest, costs, and such further relief as this Court deems appropriate.
Count IV
Violation of Florida Racketeer influenced and Corrupt Organization (RICO) Act
and the Florida Civil Remedies for Criminal Practices Act (CRCPA)
38. Lcarus Investments incorporates herein by reference paragraphs 1 through 17, and paragraph 21 of this Complaint.
39. This cause of action is brought pursuant to the Florida Racketeer Influenced and Corrupt Organization (RICO) Act and the Florida Civil Remedies for Criminal Practices Act (CRCPA), Fla. Stat., 772.101-772.19,895.01-895.06.
40. Defendant MWC Group is an enterprise engaged in the activities of which affect or impact the State of Florida; that is, it is a limited liability company formed under the laws of the State of Florida.
41. Defendant Galpern is an individual associated with MWC Group posing as a legitimate consultant knowledgeable in the area of securities for the purpose of misappropriating securities from persons and entities such as Icarus Investments.
42. Defendant, MWC Group, as a person within the meaning of 18 U.S.C.A. 1961 (3), received income derived, directly or indirectly, from a pattern of racketeering activity which was used to acquire an interest in STSM in violation of Fla. Stat., 772.19,895.01-895.06.
43. Defendant, Galpern, as a person within the meaning of 18 U.S.C.A. 1961 (3), and as a person employed by or associated with MWC Group, conducted and participated, directly and indirectly, in the conduct of the affairs of MWC Group through
44 The eighteen (18) predicate acts described herein constitute a pattern of racketeering within the meaning of 18 U.S.C.A. 1961 (5) and Fla. Stat., 772.101-772.19,895.01-895.06.
45. Icarus Investments was injured in its business by reason of this violation of Fla. Stat., 772.101-772.19,895.01-895.06, in that, as a direct and proximate result of Defendants' improper conduct, Icarus Investments suffered damages, including the loss of the STSM Stock.
46.By reason of the Defendants' violation of Fla. Stat., 772.101-772.19,895.01-895.06, Plaintiff is entitled to threefold the damages sustained, plus interest, and reasonable attorney's fees.
WHEREFORE, Icarus Investments prays this Court will enter judgment against Defendants, jointly and severally, for compensatory damages, treble damages, pre - and post judgment interest, costs, and such further relief as this Court deems appropriate
Respectfully submitted,
PADULA LAW FIRM, LLC Attorneys for Plaintiff
133 N.W. 16th Street, Suite A Boca Raton, Florida 33432 Telephone No. (561) 544-8900 Facsimile No. (561) 544-8999
Dated: June 21
STEPHEN J. PADULA Florida Bar No. 182362
Steve Padulna
From: Seth Elliott [[email protected]]
Sent: Tuesday, June 12 1:49 PM
To: Jeff Galpern
Cc: Steve Padula; Brad van Siclen; Stephen J. Czarnik; [email protected]
Subject: Transfer Activities - STSM
Attachments: image001.gif
Jeff,
I have been informed that you have cut stock in the name of Nutmeg despite your express agreement not to do so without mutual consent. I further refer you to your email (see below) of last Friday where you reiterated that you would not sell issue or transfer stock without my sign off. Additionally, I have yet to receive the purported purchase agreements and banking info on the 425,680 shares that you transferred to 18 individuals.
We need to speak immediately in regards to these activities.
PEGASUS ADVISORY GROUP
Seth Elliott
Principal
seth
@pegasusadvisory.net
tel: 212-465-3155 Fax; 212-465-3164
From: Jeff Galpern [mailto: [email protected]] Sent: Friday, June 08 11:45 AM
To: Seth Elliott
Subject: letter regarding stock transfers
Seth,
Monday morning I will send you all the purchase agreement between my investors and I and the banking info up to date. I agree I will not sell or issue stock to anyone as well as tranfer stock inless Seth Elliot signs off
Best Regards JG
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