EXHIBIT 99.2
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.: 07-20658-CIV- MARTINEZ
FILED 03-12-2007
GLOBAL ENTERTAINMENT HOLDINGS/
EQUITIES, INC.
Plaintiff,
v.
Bryan abboud, CLINTON H. SNYDER,
MERRILL LYNCH INC., NORTHERN TRUST BANK,
CORPORATE STOCK TRANSFER, INC,
ALVIN F. LINDSEY, ESQ., HOGAN & HARTSON, LLP,
Defendants,
____________________________________________/
VERIFIED COMPLAINT
Plaintiff GLOBAL ENTERTAINMENT HOLDINGS/ EQUITIES, INC. ("Global") sues
Bryan abboud, ("Abboud"), CLINTON H. SNYDER, ALVIN F. LINDSEY, ESQ., HOGAN AND
HARTSON, LLP, MERRILL LYNCH, INC., NORTHERN TRUST BANK, CORPORATE STOCK
TRANSFER, INC, and says:
1. This is an action for damages and equitable relief for securities
fraud under the Securities Exchange Act of 1934, the Securities Act of 1933, and
causes of action for civil theft, breach of fiduciary duty, intentional
interference with advantageous business relationships, replevin, conversion,
conspiracy, and negligent misrepresentation under Florida law.
THE PARTIES
2. Global Entertainment Holdings/Equities Inc. ("Global") is a Colorado
Corporation with its principal place of business located at 23760 Oakfield Road
Hidden Hills, California 91302. Global is publicly traded on the National
Association of Securities Dealers Over-the-Counter Bulletin Board under the new,
post-merger symbol "GAMT" (previously, pre-merger, GAMM), and is registered
under section 12(g) of the Securities Exchange Act of 1934.
3. Bryan Abboud is a Florida Citizen residing at 1820 Micanopy Avenue,
Miami, Florida 33133, Florida. Before October 3, 2006, Abboud owned 3,568,858
shares of the common stock of Global (43.1%). (That total included 292,938
shares beneficially owned by Bryan Abboud by virtue of his ownership of certain
options to purchase, 419,600 shares beneficially owned as grantor of the
Kinderen Trust and 200,000 shares beneficially owned as grantor of the MDA
Trust.) Prior to October 3, 2006, Bryan Abboud was President, Chief Executive
Officer and a Director (Principal Executive Officer) of Global.
4. Clinton H. Snyder ("Snyder") is a Florida Citizen residing at 5401
Collins Ave., Apt. 137, Miami Beach, Florida 33140. Before October 3, 2006,
Snyder owned 90,000 shares of the common stock of Global (1.1%). Prior to
October 3, 2006, Clinton H. Snyder was the Chief Financial Officer (Principal
Financial and Accounting Officer) of Global. After October 3, 2006, Snyder
worked with Global as a consultant.
5. Merrill Lynch Inc. is a national stock brokerage company with
offices throughout the United States. Global is an account holder at Merrill
Lynch and was so during all relevant periods. Global's account, No. 769-07D91,
was serviced at the Merrill Lynch branch located at 2855 University Drive, Suite
600 Coral Springs, Florida 33065.
6. Northern Trust Bank is an Illinois banking corporation and a
subsidiary of Northern Trust Corporation, a financial holding company. Global's
account at Northern Trust Bank, No. 901557306, was maintained at the Bank's
location at 700 Brickell Avenue, Miami, Florida 33131.
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7. Corporate Stock Transfer ("CST") is a stock transfer agent, and has
served as Global's stock transfer agent during all relevant periods. CST
maintains an office at 3200 Cherry Creek Drive South, Suite 430, Denver,
Colorado 80209.
8. Alvin F. Lindsey, Esq., is a member of the Florida Bar and a partner
at the law firm of Hogan & Hartson, LLP, resident in its Miami office. At all
relevant times hereto, Lindsey was acting as an agent for Hogan & Hartson, LLP
and within the scope of his employment therein. Lindsey had previously served as
Global's counsel and later, despite a clear conflict of interest, brought an
action in 2006 against Global in Florida state court on behalf of Bryan Abboud
and "Record Shareholders".
JURISDICTION AND VENUE
9. This Court has federal question jurisdiction over this cause
pursuant to 28 U.S.C.ss.1331, and 28 U.S.C.ss.. 1337 as it alleges a cause of
action under the Securities Exchange Act of 1934, 15 U.S.C. Sec. 78j and 15
U.S.C. Sec. 78aa. This Court has diversity jurisdiction over this cause pursuant
to 28 U.S.C.ss. 1332 as the matter in controversy exceeds $75,000.00 and the
action is between parties of different states. In addition, this Court has
supplemental jurisdiction over Plaintiff's state law claims pursuant to 28
U.S.C. Sec. 1367.
10. Venue is proper in the Southern District of Florida pursuant to 28
U.S.C.ss.1391 because a majority of Defendants are residents of this district
and a substantial part of the events or omissions giving rise to the claims
occurred and a substantial part of the property that is the subject of this
action is located in this District.
ALLEGATIONS COMMON TO ALL COUNTS
11. In 2005, Global's Board of Directors, including Bryan Abboud,
evaluated the financial condition of Global and its future prospects. At the
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time, Global's operating revenues were generated exclusively by its wholly owned
subsidiary, IGW Software N.V. (IGW), a Netherlands Antilles Corporation, in
Curacao, Netherlands Antilles. IGW was engaged in the development, licensing and
hosting of proprietary digital entertainment software related to Internet
gambling and IGW derived its revenues from licensing fees and consulting
services from only one client, V.I.P. Management Services N.V., a wholly owned
subsidiary of Leisure & Gaming Plc. Global's board noted the following issues of
concern: government regulation over the Internet gambling industry had increased
significantly; if its sole customer terminated its relationship with Global,
Global would have no source of revenue; Global did not have cash flow or
borrowing power sufficient to grow its software and hosting services operations;
the performance of its common stock in the marketplace had been disappointing
and was not sufficiently attractive to serve as currency to fund investments;
and the costs and requirements of a publicly reporting company. As a consequence
of these issues Global's board decided to pursue a two-prong strategy: sell its
principal assets and pursue a reverse merger. A reverse merger is a method by
which a private company goes public. In a reverse merger, a private company
merges with a public company. By merging into such an entity, a private company
becomes a public company.
12. After preliminary discussions, on December 13, 2005, Global signed
a letter of intent with Bayshore Media Group to confirm the parties' mutual
intentions regarding the proposed exchange by shareholders of Global for all of
the assets and business of Global and the exchange by the shareholders of
Bayshore Media Group of all the assets and business of Bayshore for shares of
common stock of Global. See Letter of Intent attached as Exhibit A.
13. Bayshore was a developmental stage Nevada Corporation with offices
located at Howard Hughes Center, 3960 Howard Hughes Parkway, Suite 500, Las
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Vegas, Nevada, 89109. Bayshore owned the exclusive rights to 14 never released
feature length films and believed that this reverse merger into a public company
would enable it to grow by opening access to funding sources, strengthening its
management team, identifying and securing license distribution agreements,
building out a production infrastructure, developing partnerships with major
studios, satellite and cable companies, expanding its film portfolio with unique
and high quality titles and identifying potential acquisition targets. Following
the completion of the reverse merger, Bayshore contemplated obtaining
$30,000,000 through debt and private placements of restricted common stock. The
primary use of the proceeds would be for marketing the current Bayshore film
library as well as to begin production on a number of new films and television
series.
14. On March 7, 2006, Global announced that it would seek to divest
itself of its software and hosting services operations and acquire a new
operating company with the goal of enhancing shareholder value.
15. On April 10, 2006, Global and Bayshore Media Group signed a share
exchange agreement. Under the terms of that agreement Global would issue an
aggregate of 194,541,008 shares of common stock to the shareholders of Bayshore
in exchange for a wholly owned interest in Bayshore. Prior to the share exchange
Global would dispose of substantially all of its entertainment software
development business assets and liabilities. A copy of that agreement, together
with an amendment, is attached as Exhibit B.
16. On June 13, 2006, IGW (Global's wholly owned subsidiary) entered
into an asset sale agreement with V.I.P. Management Services to sell
substantially all of its software and hosting assets for $4,900,000.00 in
consideration: $3,110,000.00 in cash at the close; $540,000.00 by payment into a
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retention account to cover potential post closing liabilities; $200,000.00 by
payment of an assignment retention to facilitate the assignment of a contract
with a key company vendor; and the release of Global for the obligation to repay
the debt of $1,050,000.00 owed by Global to V.I.P. Management Services. The sale
was contingent upon the consent of a majority of the shareholders of Global
Entertainment. See, Asset Purchase Agreement attached as Exhibit C.
17. On September 1, 2006, Bryan Abboud, as president and chief
executive officer, sent the Global shareholders a Proxy Statement concerning a
notice of special meeting to be held on September 15, 2006, to approve the asset
purchase agreement; to amend Global Entertainment's articles of incorporation to
increase its authorized common stock, and to amend the articles of incorporation
to effectuate a 3-to-1 reverse split of Global Entertainment's outstanding
common stock. At the time, Global's management, together with family members of
Bryan Abboud, controlled the majority of the common stock of Global.
18. Effective September 1, 2006, Bryan Abboud caused the filing of a
definitive proxy statement with the Securities and Exchange Commission. See
Proxy Statement attached as exhibit D. In pertinent part page 27 of the proxy
statement reads:
DIVIDEND AND CONSEQUENCES OF THE SALE OF ASSETS
Upon effective time of the sale of assets, the Company will dispose of
its remaining assets and liabilities. The net proceeds of the asset
sale would be used to pay off the Company's corporate debts and other
liabilities, including the costs of the asset purchase and share
exchange that had not been paid on a current basis out of working
capital, severance costs for employees, lease payments, outstanding
liabilities, vendor bills relating to costs of being a public company
and ongoing operating costs. Remaining proceeds will be distributed to
our shareholders. The amount available for distributions to
shareholders would also depend upon the timing of the closing of the
asset sale and our other obligations outstanding when the share
exchange is expected to be completed. An unaudited pro forma balance
sheet and profit and loss account as of June 30, 2006, and estimates
for the cash utilization up to the date of closing of the asset sale
and effectiveness of the share exchange, arc included in this proxy
statement. We expect the amount available to be approximately
$2,922,000. Based on our current estimate of net proceeds that will be
available for distribution to common shareholders, holders of common
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stock would receive a distribution as a dividend of approximately $0.30
per share to $0.36 per share. The Company anticipates making the
distribution approximately 25 days following the closing of the asset
purchase.
19. At the September 15, 2006, special meeting, the shareholders
approved the sale of assets and the amendment of the articles of incorporation
to effectuate a 3-to-1 reverse stock split. The meeting was adjourned until
October 3, 2006 when the shareholders approved the increase in authorized stock.
See, Minutes of Special Meeting of September 15, 2006, Minutes of Meeting held
October 3, 2006 attached as exhibit E.
20. On September 18, 2006, Bryan Abboud, James Doukas and Thomas Glaza,
part of the pre-merger management of Global, executed a Corporate Resolution
which read, in, a pertinent part:
WHEREAS, after the net proceeds of the Asset Purchase are used to pay
off the Corporation's corporate debts and other liabilities, including
the costs of the Asset Purchase and related transactions that have not
been paid on a current basis out of working capital, severance costs
for employees, lease payments, outstanding liabilities, vendor bill
relating to costs of being a public company and ongoing operating
costs, the Board of Directors believes that the remaining proceeds
should be distributed to its shareholders;
NOW THEREFORE, BE IT RESOLVED, that subject to the pay off of the
Corporation's debts and liabilities as of September 28, 2006, that the
Corporation shall distribute the remaining cash proceeds from the Asset
Purchase to the Corporation's shareholders of record as of September
28, 2006 in the amount of $0.84 per share and a final distribution for
any remaining available proceeds shall be made no later than January
15, 2007 of all remaining proceeds from all escrow accounts and
reserved under the Asset Purchase...
21. As a condition to the Share Exchange Agreement, resulting in the
reverse merger and Global's acquisition of Bayshore, Global was to dispose of
substantially all of its assets and liabilities. The closing of the Share
Exchange Agreement was consummated on October 3, 2006. The acquisition of
Bayshore along with the sale of Global's assets left Global as the surviving
legal entity and Bayshore as a wholly owned subsidiary of Global. Jacob Dadon,
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Lydia Dadon, and Lilian Nieman were newly appointed to the Board of Directors,
effective October 3, 2006, and they subsequently appointed new officers of the
Company, including David Dadon as Chairman of the Board.
22. Pursuant to the Share Exchange Agreement, on October 3, 2006, all
the pre-merger officers and directors of Global resigned. As of October 3, 2006,
Bryan Abboud and the remaining officers and directors of Global, ceased to have
any legal authority over its operations and became minority shareholders holding
relatively negligible interests in Global of less than 2%.
23. On or about October 3 or 4, 2006, Global's new President and Chief
Executive Officer, Jacob Dadon, gave written notice to the company's financial
institutions, Merrill Lynch and Northern Trust Bank, of the names of the new
officers and directors of the Company, with instructions to cancel previous
authorizations of all prior officers and directors. Similarly, Global's stock
transfer agent, Corporate Stock Transfer, was notified by conference call and in
writing of the change of the Board of Directors and officers. In addition on or
about October 6, 2006, an 8-K was filed with the Securities and Exchange
Commission informing the Commission of the transaction and the change in
officers and directors for Global. On or about October 16, 2006, Bryan Abboud,
although no longer an officer nor director of Global, forwarded to Corporate
Stock Transfer funds belonging to Global in the amount of $2.3 million to be
used as the initial distribution to the pre-merger shareholders in the amount of
$0.84 per share.
DEFENDANTS' MISCONDUCT
24. Sometime after October 3, 2006, Bryan Abboud, although already
having resigned as an officer or director of Global, wrongfully advised Merrill
Lynch and Northern Trust Bank not to honor any financial transactions attempted
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by Global's new management. Subsequent to those instructions, those financial
institutions refused to comply with the lawful instructions of Global's new
management and froze Global's accounts so that Global has been unable to pay
rent, payroll, vendor invoices, etc in the ordinary course of business. These
actions, at the behest of Bryan Abboud, have caused and continue to cause
damages and irreparable harm to Global's operations, employees, shareholders,
credit and reputation in the community.
25. Also, on or about October 3, 2006, Bryan Abboud presented David
Dadon with an agreement for the post-merger Global to assume responsibility for
the payment of all lease payments on premises located at 703 Waterford Way in
Miami, Florida, even though the agreements previously referred to in this
complaint provided that all liabilities incurred prior to September 28, 2006,
including the lease, were to be liabilities of the pre-merger company, and that
post-merger company was to have no liabilities. Dadon refused to sign the
agreement presented by Abboud nor did he nor Global agree to assume liability
for the lease. This is because the new management intended to move Global's
offices from Miami to California after the closing of the transaction.
26. On or about November 8, 2006, without authority of Global, Bryan
Abboud caused a wire transfer of $899,985.00.00 from Global's account at
Northern Trust Bank to be made to Corporate Stock Transfer, in furtherance of
his attempts to distribute additional dividends to pre-merger shareholders prior
to the complete satisfaction of the liabilities of the Company including, but
not limited to, the outstanding costs of the asset sale and share exchange,
which include, among other things, severance costs for employees, lease
payments, outstanding liabilities, vendor bills relating to costs of being a
public company and ongoing operating costs until such time as all such
liabilities are determined and paid in full, as per the Share Exchange
Agreement.
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27. Unbeknownst to Global's new management at the time, throughout the
month of October, 2006 Bryan Abboud, individually and through his agent, Snyder
(Global's former CFO and post-merger financial consultant,), continued to write
checks on Global's accounts without any authorization to do so. Global's new
management had employed Snyder as a post-merger financial consultant.
28. Without the knowledge or consent of Global's new management, Bryan
Abboud has misappropriated and converted to his own use all of Global's
technology and computer hardware, among other things. This includes corporate
books and records, including those of IGW Software, blank checks from Global's
Northern Trust Bank account and contracts with V.I.P. Management, which
purchased most of IGW's software assets.
29. Without the knowledge or consent of Global's new management, Bryan
Abboud or his agent have unlawfully removed many of Global's books and records,
including but not limited to signed corporate resolutions, signed resignations
of the pre-merger officers and directors, Global's corporate minute books, the
documentation provided by Bayshore in support of its financial representations,
and contracts with V.I.P. Management which purchased most of IGW Software's
assets, all of which further hinders Global's continued operations. As a result
of these actions, Global's new management has been unable to properly manage the
corporation or complete necessary financial transactions in the ordinary course
of business.
30. On November 27, 2006, Plaintiff, Bryan Abboud, "individually and on
behalf of the Record Shareholders," filed a Complaint against Global, among
others, in the case styled Abboud v. Global Entertainment etc. et.al., Case No.
06-25278-CA-20 in Miami-Dade Circuit Court. A temporary injunction was entered
on or about November 29, 2006. An injunction bond in the amount of $600,000.00
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cash was posted by Bryan Abboud on December 18, 2006 pursuant to the Court's
order dated December 14, 2006. The order of injunction mandated that Global
deposit $1,373,051.20 into an escrow account. On or about December 26, 2006, the
parties entered into an escrow agreement whereby $ 900,000.00 was placed in an
escrow account controlled by Corporate Stock Transfer, Inc. pursuant to the
temporary injunction entered by the Court. Upon information and belief, at least
an additional $328,558.70 from the sale of Global's assets and a commission owed
to Global through its subsidiary IGW have been paid into the escrow account at
Corporate Stock Transfer Inc.
31. Upon information and belief, Alvin F. Lindsey, Esq., of Hogan &
Hartson LLP contacted Clint Snyder, who was working for Global post-merger as a
consultant, and instructed Snyder to remove computers, access codes and other
assets of Global from its offices in Miami and transfer them to Defendant Abboud
or his counsel, Lindsey. Snyder did not consult with current management of
Global regarding these contacts or actions, and in fact such actions were
completely unauthorized and to Global's detriment and damage. Without these
computers and the access to corporate information they provide, current
management and the Board of Global cannot conduct operations. Lindsey made these
contacts to Snyder regarding Global's computers and other assets although he was
representing a party in a lawsuit against Global and was aware that Global was
represented by counsel.
32. In addition, upon information and belief, Alvin Lindsey, Esq.
assisted in the preparation of bogus minutes of an alleged Board of Directors
meeting held on September 15, 2006 at 9:30 a.m., and prepared after the fact.
Notably, this alleged meeting purported to have occurred immediately after the
shareholder meeting of September 15, 2006. However, the minutes are in
demonstrably different type than the minutes of the shareholder's meeting, which
occurred, immediately beforehand; furthermore, unlike minutes of other meetings
held by the company, these minutes do not contain the file paths and notations
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on the lower right hand corner characteristic of the company's bona-fide minutes
prepared by the company's counsel. Furthermore, David Dadon was communicating
telephonically with the alleged participants in the meeting at that time, and no
such meeting was being conducted.
COUNT I -
VIOLATIONS OF SECTION 10 B OF THE SECURITIES EXCHANGE ACT OF 1934 -
ABBOUD AND SNYDER
33. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
34. The Defendants Abboud and Snyder have conspired together to
violate, and have violated, Rule 10b-5 in that they have combined together and
or have agreed, jointly and severally, to defraud, deceive and mislead plaintiff
in connection with the reverse merger and exchange of shares of stock in Global,
a Colorado Corporation, a company trading publicly on the over the counter
market with the current ticket symbol GAMT during the fall of 2006 to date.
35. Defendants Abboud, Snyder and their agents and representatives
employed a device, scheme and artifice to defraud Plaintiff of corporate assets,
including cash, software and shares of Bayshore Media Group by use, means and
instrumentalities of transportation and communication in interstate commerce and
or the mails.
36. After October 3, 2006, the closing date of the reverse merger of
Bayshore into Global, Abboud intentionally misappropriated for himself over $2
million in Global assets without the authorization of the post merger managers
and directors of Global.
37. Abboud wholly and intentionally failed to use any of premerger
Global assets to pay its liabilities as directed by the Share Exchange Agreement
resulting in the exchange of shares between the parties.
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38. In furtherance of the fraudulent scheme, Abboud directed Global's
banker, brokerage and stock transfer agent to disregard all directives of post
merger management regarding the assets of Global.
39. Upon information and belief, Abboud and Snyder directed the
creation of bogus minutes of director's meetings purported to have occurred on
September 15, 2006 in order to effectuate their scheme to retain control of the
assets of Global.
40. Abboud intentionally caused the proxy statement to greatly
undervalue the worth of the software assets of IGW, Global's subsidiary, in
order that it be sold to V.I.P. Management without disclosing to shareholders or
Bayshore's principals that the software's value would be greatly enhanced in the
event that internet gambling were legalized.
41. Abboud and Snyder engaged in these activities to greatly over
inflate the value of a dividend to the shareholders and directors of pre-merger
Global to the detriment of the shareholders of post-merger Global. In fact, as a
result of Defendants' actions, the value of Global's stock, listed as GAMT, has
dropped from approximately $2 per share to approximately 37 cents per share.
42. In furtherance of the fraudulent scheme, Abboud and Snyder caused
Global to file a Form 10-QSB for the effective date of November 15, 2006, which
contained materially false financial information.
43. The misstatements and/or omissions were made in connection with an
exchange of publicly traded securities.
44. The misstatements and/or omissions were material and were made with
scienter, that is an intent to defraud or deceive.
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45. Plaintiff relied on the misrepresentations and/or omissions in
deciding to engage in the reverse merger and exchange of securities, and such
reliance was reasonable, and induced the reverse merger and exchange of
securities.
46. The foregoing transactions and activities constitute a fraudulent
scheme which are violations of Section 10b of the Securities Exchange Act of
1934, 15 U.S.C. Sec. 78j and have caused Plaintiff's stock to lose an amount in
excess of $300,000,000 in market value and over $2,000,000 in corporate assets.
WHEREFORE, Plaintiff demands judgment for damages against defendants
Abboud and Snyder.
COUNT II -
CIVIL THEFT - BRYAN ABBOUD
47. Plaintiff realleges paragraphs 1-32 as if fully set forth and
incorporated herein.
48. Abboud has stolen over $2 million from Plaintiff with the intent to
permanently deprive Plaintiff of those monies in violation of Fla. Stat. Sec.
812.014.
49. Pursuant to Fla. Stat. Sec. 772.11, Plaintiff has a civil cause of
action against Defendant as a result of his violation of Fla. Stat. Sec.
812.014.
50. All notices required by Fla. Stat. Sec. 772.11 have been sent.
51. Plaintiff has retained the undersigned law firm and agreed to pay
it a reasonable attorneys' fee.
52. As a result of Defendant's violation of Fla. Stat. Sec. 812.014,
Plaintiff has suffered damages.
WHEREFORE, Plaintiff demands judgment for treble damages against
Defendant Abboud, plus reasonable attorneys' fees and whatever other relief the
court deems just and proper.
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COUNT III -
REPLEVIN - ABBOUD, SNYDER, LINDSEY AND HOGAN & HARTSON, LLP
53. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
54. Defendants took, without authorization or permission, computers,
access codes and software from Plaintiff's office in Miami-Dade County, Florida.
55. Plaintiff does not have sufficient information to state the value
of the property, however, this information is believed to be in possession of
Defendants.
56. The Defendants have wrongfully detained the property.
57. The property has not been taken for any tax, assessment, or fine
pursuant to law.
58. The property has not been taken under an execution or an attachment
against Plaintiff's property.
WHEREFORE, Plaintiff demands judgment for possession of the property.
COUNT IV -
CONVERSION - ABBOUD AND SNYDER
59. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
60. On or about October 3, 2006 through this date, Defendants have
converted to their own use the computers, corporate books and records, software,
technology and other corporate assets of Global that was then the property of
Global in a value to be ascertained by the trier of fact within the jurisdiction
of this Court.
WHEREFORE, Plaintiff, Global, demands judgment for damages against
Defendants Abboud and Snyder.
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COUNT V
BREACH OF FIDUCIARY DUTY - MERRILL LYNCH,
NORTHERN TRUST BANK AND CORPORATE STOCK TRANSFER.
61. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
62. Both Merrill Lynch and Northern Trust Bank are financial
institutions in which Plaintiff is an account holder. Corporate Stock Transfer
is a stock transfer agent in which Plaintiff maintains an account.
63. Merrill Lynch, Corporate Stock Transfer and Northern Trust Bank owe
Plaintiff a fiduciary duty of good faith and fair dealing in regard to their
accounts with those institutions.
64. Merrill Lynch, Corporate Stock Transfer and Northern Trust Bank
were informed, in writing, in early October 2006, and subsequently afterward,
that Bryan Abboud was no longer an officer of Global and did not have authority
to take any action regarding those accounts. Defendants were informed that Jacob
Dadon, Lydia Dadon, Lilian Nieman and David Dadon were the current officers of
Global.
65. Merrill Lynch, Corporate Stock Transfer and Northern Trust Bank
ignored those instructions and permitted Abboud to withdraw Global's funds and
stock from those institutions such that Global no longer has access nor control
of those assets. In addition, Corporate Stock Transfer wrongly paid dividends
and held corporate funds in direct contravention of instructions from Global's
lawful management.
66. As a result of Merrill Lynch's, Corporate Stock Transfer's and
Northern Trust Bank's breaches of fiduciary duty, Plaintiff has been damaged.
WHEREFORE, Plaintiff demands judgment for damages against Defendants
Merrill Lynch, Corporate Stock Transfer and Northern Trust.
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COUNT VI -
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONS
- ABBOUD AND SNYDER
67. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
68. Plaintiff has a business relationship with Marina Financial
Funding, Inc. in regard to the raising of capital for the use of the company in
producing motion pictures.
69. Defendants Bryan Abboud and Clint Snyder have knowledge of this
relationship.
70. Defendants, by wrongfully obtaining corporate assets, taking the
Plaintiff's computers and access codes, software and wrongfully asserting
control over Plaintiff's accounts, and upon information and belief, preparing
bogus minutes of non-existent director meetings, have intentionally and
unjustifiably interfered with Plaintiff's business relationship with Marina
Financial Funding Inc.
71. As a result of this interference, Plaintiff has suffered damages.
WHEREFORE, Plaintiff demands judgment for damages against defendants Abboud and
Snyder.
COUNT VII -
TORTIOUS INTERFERENCE WITH CONTRACT
-LINDSEY AND HOGAN & HARTSON.
72. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
73. After October 3, 2006, Plaintiff employed Clint Snyder as a
consultant. In that position Mr. Snyder had full access to all of the books and
records, including computer software and hardware of Global.
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74. Defendants Alvin Lindsey, Esq., Bryan Abboud and Clint Snyder had
knowledge of the relationship between Global and Snyder.
75. Without Global's permission, Lindsey and Hogan & Hartson
communicated with Snyder on matters adverse to Global's interest. In addition,
Lindsey and Hogan & Hartson caused Snyder to remove computers and financial
information from the premises of Global to be used for the benefit of interests
adverse to Global. Accordingly, these defendants have intentionally and
unjustifiably interfered with Plaintiff's contract with Clint Snyder.
76. As a result of this interference, Plaintiff has suffered damages.
WHEREFORE, Plaintiff demands judgment for damages against defendants
Lindsey and Hogan & Hartson.
COUNT VIII -
MISREPRESENTATION THROUGH FALSE PRETENSES
- ABBOUD, SNYDER, LINDSEY AND HOGAN & HARTSON
77. Plaintiff realleges paragraphs 1-32 of this complaint as if fully
set forth and incorporated herein.
78. Defendants Abboud, Snyder, Lindsey and Hogan & Hartson, upon
information and belief, participated in creating minutes of a special meeting of
the Board of Directors of pre-merger Global that purported to take place
September 15, 2006 at 9:30 a.m.
79. In fact, upon information and belief, no such special meeting of
the Board of Directors of pre-merger Global took place.
80. These minutes purport to permit Bryan Abboud and Clint Snyder to
marshal the assets of Global in order pay the pre-merger shareholders a
dividend.
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81. Defendants have used these bogus minutes of a special meeting as
authority for their obtaining control of assets of Global post-merger in order
to pay the disputed dividend to pre-merger shareholders without paying the
liabilities of Global.
82. These minutes are being used to ratify actions taken by the
pre-merger directors to enrich themselves at the expense of the post-merger
shareholders.
83. As a result of the false pretenses used by Defendants in regard to
the misrepresentations contained in the Minutes, Plaintiff has been damaged.
WHEREFORE, Plaintiff demands judgment for damages, and whatever other
relief is just and proper.
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DEMAND FOR JURY TRIAL
Plaintiff demands trial by jury on all issues so triable.
Dated: March 12, 2007
Respectfully submitted
SANDLER, TRAVIS & ROSENBERG, P.A.
Attorneys for Plaintiff
The Waterford - Suite 600
5200 Blue Lagoon Drive
Miami, Florida 33126
Tel. (305) 267-9200
Fax (305) 267-5155
Email: ejoffe@strtrade.com
By:_________________________________
Edward M. Joffe
Florida Bar No. 314242
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VERIFICATION
I hereby verify, under the penalty of perjury, pursuant to 28 U.S.C.
Sec. 1746, that the facts contained in this complaint are true and correct to
the best of my knowledge.
_______________________________
DAVID DADON,
Chairman of the Board
GLOBAL ENTERTAINMENT
HOLDINGS/EQUITIES, INC.
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