Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 1 of 9

1 ELGUINDY, MEYER & KOEGEL, LLP

JOSEPH M. ELGUINDY, State Bar Number 173666
2 jelguindy@emklawyers.com
RYAN N. MEYER, State Bar Number 258400
3
rmeyer@emklawyers.com
4 2990 Lava Ridge Court, Suite 205
Roseville, CA 95661
5 Telephone: (916) 778-3310
Facsimile: (916) 330-4433
6

7 Attorneys for Plaintiff MYECHECK, INC.

8
9 UNITED STATES DISTRICT COURT

10 EASTERN DISTRICT OF CALIFORNIA

11

12 MYECHECK, INC., Case No.: 2:14-CV-02889-KJM-AC

13 Plaintiff,
SECOND AMENDED COMPLAINT FOR
14 vs. DECLARATORY RELIEF AND
CANCELLATION OF SHARES
15 SWEETSUN INTERTRADE, INC.; TITAN CERTIFICATES; DAMAGES FOR
INTERNATIONAL SECURITIES, INC.; and FRAUD; PRELIMINARY AND
16 DOES 1 - 20, inclusive, PERMANENT INJUNCTIONS
17 Defendants.
JUDGE: Kimberly J. Mueller
18

19 MYECHECK, INC., plaintiff in the above-captioned matter, and for its Second Amended
20 Complaint against defendants SWEETSUN INTERTRADE, INC., TITAN INTERNATIONAL

21 SECURITIES, INC., and DOES 1 - 20, inclusive, herein alleges as follows:

22 NATURE AND BASIS OF ACTION

23 1. This is a civil action in which MYECHECK, INC., seeks against defendants
24 SWEETSUN INTERTRADE, INC., TITAN INTERNATIONAL SECURITIES, INC., and DOES

25 1 - 20, inclusive, a Court Order declaring that the 1,165,000,000 shares in plaintiff corporation

26 issued to defendants SWEETSUN INTERTRADE, INC., and TITAN INTERNATIONAL

27 SECURITIES, INC., should be cancelled due to fraud in the inducement and extrinsic fraud,

28 compensatory damages, and injunctive relief and recovery of its costs and attorneys fees.
1
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 2 of 9

1 PARTIES

2 2. MYECHECK, INC. (Plaintiff MYEC), is a corporation incorporated under the

3 laws of the State of Wyoming, is a citizen of the State of Wyoming, is duly registered in

4 California as a foreign corporation, and maintains its principal place of business in Folsom,

5 Sacramento County, California.

6 3. Upon information and belief, defendant SWEETSUN INTERTRADE, INC.,

7 (Defendant SWEETSUN), is a corporation established under the laws of the country of Belize,

8 is a citizen of the country of Belize, and is a citizen of the country of Belize.

9 4. Upon information and belief, defendant TITAN INTERNATIONAL

10 SECURITIES, INC, (Defendant TITAN), is a corporation established under the laws of the

11 country of Belize, is a citizen of the country of Belize, and maintains its principal place of

12 business at Belize City, Belize.

13 5. Upon information and belief, defendants designated herein as DOES 1 through 20,

14 inclusive, hold some of the shares of stock in Plaintiff MYEC, that were originally issued to

15 SEVEN MILES SECURITIES and Defendants SWEETSUN and TITAN as described herein.

16 Plaintiff MYEC will seek leave of the Court to amend this Complaint to show defendants DOES 1

17 through 20s, true names and capacities as soon as they are ascertained.

18 JURISDICTION AND VENUE

19 6. This Court has exclusive jurisdiction over the subject matter of this action pursuant

20 to 28 U.S.C. 1332. The Court has supplemental jurisdiction over the state and common law

21 claims pursuant to 28 U.S.C. 1367.

22 7. Venue in this Court because the issuance of shares, and false representations as

23 alleged below, took place within the County and State in which this Court is located.

24 FACTUAL BACKGROUND

25 8. Scottsdale Capital Advisors Corporation (Scottsdale Capital) is a corporation

26 established under the laws of the State of Arizona, is a citizen of the State of Arizona, and

27 maintains its principal place of business at 7170 E McDonald Drive, Suite 6, Scottsdale, Arizona.

28 9. Upon information and belief, Seven Miles Securities (SEVEN MILES), is a

2
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 3 of 9

1 corporation established under the laws of the country of Grand Cayman, is a citizen of the country

2 of Grand Cayman, and maintains its principal place of business at 724 Britannia Drive, Seven

3 Mile Beach Grand Cayman, Cayman Islands.

4 10. On November 9, 2010, Plaintiff MYEC entered into a settlement agreement with

5 Tangiers Investors, L.P., a Delaware Limited Partnership (TANGIERS), wherein Plaintiff

6 MYEC agreed to turn over to TANGIERS the convertible debenture of shares of stock pledged as

7 security for a promissory note in the sum of $32,200. However, Plaintiff MYEC did not turn over

8 the convertible debenture of shares of stock to TANGIERS, and thus was still indebted to
9 TANGIERS.

10 11. In 2011, TANGIERS began legal enforcement action against Plaintiff MYEC.

11 12. In or about December 2012, Defendant SWEETSUN, through its agent Beat

12 Hafliger, contacted Plaintiff MYEC by telephone at Plaintiff MYECS Northern California office

13 and spoke to Ed Starrs, President and CEO of Plaintiff MYEC. In this phone call, Hafliger orally

14 represented to Starrs that Defendant SWEETSUN had purchased the promissory note from

15 Plaintiff MYEC to TANGIERS, and that if Plaintiff MYEC would issue shares to Defendant

16 SWEETSUN, that Defendant SWEETSUN would sell the shares and invest a portion of the

17 proceeds in Plaintiff MYEC.

18 13. Plaintiff MYEC reasonably and justifiably relied on Defendant SWEETSUNS

19 representation that Defendant SWEETSUN had purchased the promissory note because Hafliger,

20 as an agent of Defendant SWEETSUN, was in a superior position to know about the notes

21 purchase and the facts and circumstances related thereto.

22 14. On or about December 21, 2012, in reliance on Defendant SWEETSUNS

23 representations that Defendant SWEETSUN had purchased from TANGIERS the promissory note

24 secured by the convertible debenture of shares of stock, Plaintiff MYEC caused to be issued

25 255,000,000 shares to defendant TITAN as directed by Defendant SWEETSUN. Plaintiff MYEC

26 is informed and believes that the share certificates representing those shares were sent to

27 Scottsdale Capital.

28 15. The representations by Defendant SWEETSUN were false because SWEETSUN

3
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 4 of 9

1 did not purchase the promissory note secured by the convertible debenture of shares of stock from

2 TANGIERS at any time. Moreover, such representations were made by Defendant SWEETSUN

3 knowing them to be false. Had Plaintiff MYEC known the true facts, it would not have issued the

4 shares referenced above to Defendant TITAN.

5 16. On or about December 6, 2012, December 17, 2012, and July 31, 2013, Attorney

6 Thomas Russell, whose office was located at 3700 Campus Drive, Suite 204, Newport Beach,

7 California 02660, who was acting on behalf of Defendant SWEETSUN, wrote to Signature Stock

8 Transfer, Inc., which acted as Plaintiff MYECS Stock Transfer Agent, at their office located at
9 2632 Coachlight Ct., Plano, Texas, 75093, informing them that Defendant SWEETSUN had

10 purchased the promissory note from Plaintiff MYEC to TANGIERS, and that the Board of

11 Directors of Plaintiff MYEC had authorized the issuance of shares to SEVEN MILES and

12 Defendant SWEETSUN. Attorney Russell included in his letters copies of purported Issuance

13 Resolutions from Plaintiff MYECs Board of Directors.

14 17. In reliance on Attorney Russells three letters, Signature Stock Transfer, Inc.,

15 issued shares of stock in Plaintiff MYEC on the following dates to SWEETSUN in the following

16 amounts:

17 01-09-2013 260,000,000 shares

18 05-10-2013 350,000,000 shares

19 08-22-2013 300,000,000 shares

20 18. Signature Stock Transfer, Inc.s reliance on the letters from Attorney Russell was

21 reasonable and justified under the circumstances because, among other things, the letters included

22 purported Issuance Resolutions from Plaintiff MYECs Board of Directors.

23 19. The representations made by Attorney Russell on behalf of and as agent for

24 Defendant SWEETSUN were false and were made with knowledge of their falsity. The true facts

25 were that Defendant SWEETSUN did not purchase the promissory note from Plaintiff MYEC to

26 TANGIERS and that Plaintiff MYECs Board of Directors did not authorize the issuance of stock

27 in Plaintiff MYEC to SEVEN MILES and Defendant SWEETSUN.

28 20. Plaintiff first learned of the falsity of Defendant SWEETSUNs representations,

4
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 5 of 9

1 and the fraudulent issuance of the additional shares, in October 2013.

2 21. On October 11, 2013, Plaintiff MYEC and TANGIERS entered into a Settlement

3 Agreement whereby Sierra Global, LLC agreed to pay TANGIERS the sum of $45,500, and upon

4 receipt of payment, TANGIERS agreed to turn over the convertible debenture of shares of stock to

5 Sierra Global, LLC.

6 22. In that October 11, 2013, Settlement Agreement, TANGIERS represented that it

7 owned the convertible debenture of shares of stock and had not assigned any part of it.

8 23. On October 30, 2013, Sierra Global, LLC, paid $22,750 to TANGIERS. This sum
9 represented one-half of the agreed settlement referenced in paragraph 21 above.

10 24. In early November 2013, Plaintiff MYEC notified Defendant SWEETSUN that the

11 issuance of the shares in Plaintiff MYEC had been obtained fraudulently and was being cancelled.

12 25. On or about November 13, 2013, Plaintiff MYEC notified Scottsdale Capital that

13 the issuance of the shares in Plaintiff MYEC had been obtained fraudulently and was being

14 cancelled, and Plaintiff requested that Scottsdale Capital freeze trading in those shares.

15 26. Plaintiff is informed and believes and thereon alleges that Scottsdale Capital did

16 freeze trading in Plaintiff MYECs shares for some period of time, however, on January 16, 2014,

17 Plaintiff MYEC received an e-mail from Scottsdale Capital stating that it could not continue a

18 freeze in trading in the shares in Plaintiff MYEC without a Court-issued temporary restraining

19 order.

20 27. On September 22, 2014, Plaintiff MYEC paid $22,750 to TANGIERS, representing

21 the remaining balance on the settlement sum referenced in paragraph 21 above.

22 28. On October 9, 2014, TANGIERS acknowledged that it had been paid in full and

23 assigned the convertible debenture of shares of stock to Plaintiff MYEC.

24 29. On or about October 3, 2014, Plaintiff MYEC received a letter from Defendant

25 SWEETSUNS legal counsel threatening to file a lawsuit against Plaintiff unless Plaintiff paid

26 Defendant SWEETSUN $105,000, the amount that Defendant SWEETSUNS counsel claimed

27 was the amount owing on Plaintiffs note to TANGIERS.

28 30. As of the time of filing this Second Amended Complaint, the shares that Plaintiff
5
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 6 of 9

1 MYEC issued to Defendant SWEETSUN, and the shares that were otherwise fraudulently issued

2 are held by the following entities in the amount set forth next to their respective name:

3 SWEETSUN: 910,000,000
4 TITAN: 255,000,000
5 31. In the time frame subsequent to the issuance of these shares and since the dispute
6 described herein has been pending, the value of the shares has increased substantially, as a result

7 of which the current value of the 1,165,000,000 shares described immediately above is

8 approximately $3,500,000.
9 32. The amount in controversy is in excess of $75,000, to wit: at least $3,200,000.
10 FIRST CAUSE OF ACTION
11 (Declaratory Relief Against All Defendants)
12 33. This cause of action includes paragraphs 1 through 32, as set forth above.
13 34. A dispute has arisen between Plaintiff MYEC on the one hand, and Defendant
14 SWEETSUN on the other concerning the 1,165,000,000 shares issued to Defendants SWEETSUN

15 and TITAN. Plaintiff contends that the issuance of the initial 255,000,000 shares to Defendant

16 TITAN was void from the inception and should be cancelled because Defendant SWEETSUN

17 falsely represented to Plaintiff that defendant SWEETSUN had purchased the promissory note

18 from TANGIERS, and that the issuance of the 910,000,000 shares of Plaintiff MYEC to

19 Defendant SWEETSUN was void in the inception and should be cancelled because the issuance

20 was without Plaintiffs MYECS authorization; Plaintiff MYEC is informed and believes that

21 these Defendants dispute these contentions.

22 35. A Declaration from this Court is appropriate at this time so that Plaintiff MYEC
23 and Defendants can know the true ownership of the 1,440,000,000 shares in dispute and govern

24 their actions accordingly.

25 SECOND CAUSE OF ACTION

26 (Damages For Fraud Against Defendant SWEETSUN)
27 36. This cause of action includes paragraphs 1 through 32, as set forth above.
28 37. Defendant SWEETSUN falsely represented to Plaintiff MYEC that Defendant
6
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 7 of 9

1 SWEETSUN was the owner of the promissory note from Plaintiff MYEC to TANGIERS.

2 38. Defendant SWEETSUNS representation was knowingly false, all as has been set

3 forth above. In fact, Defendant SWEETSUN did not own the promissory note from Plaintiff

4 MYEC to TANGIERS.

5 39. Defendant SWEETSUN made the representations to Plaintiff MYEC knowing that

6 the representations were false and with the intention to deprive Plaintiff MYEC of its property

7 rights.

8 40. Plaintiff MYEC relied on the representations of Defendant SWEETSUN and its
9 reliance was reasonable and justified under the circumstances in that Defendant SWEETSUN

10 could reasonably be expected to have superior knowledge of its purchase of the promissory note

11 from Plaintiff MYEC to TANGIERS.

12 41. As a result of Defendant SWEETSUNS false representations, on or about

13 December 21, 2012, Plaintiff MYEC caused to be issued 255,000,000 shares of stock in Plaintiff

14 MYEC to Defendant TITAN, at Defendant SWEETSUNS direction.

15 42. Defendant SWEETSUN further represented to Plaintiff MYECS stock transfer

16 agent that Defendant SWEETSUN was the owner of the promissory note from Plaintiff MYEC to

17 TANGIERS and that the Board of Directors of Plaintiff MYEC had authorized issuance of stock

18 to SEVEN MILES and Defendant SWEETSUN.

19 43. As a result of Defendant SWEETSUNS false representations, on January 4, 2013,

20 Plaintiff MYECs stock transfer agent transferred 275,000,000 shares of stock in Plaintiff MYEC

21 to SEVEN MILES.

22 44. As a result of Defendant SWEETSUNS false representations, on January 9, 2013,

23 Plaintiff MYECs stock transfer agent transferred 260,000,000 shares of stock in Plaintiff MYEC

24 to Defendant SWEETSUN.

25 45. As a result of Defendant SWEETSUNS false representations, on May 10, 2013,

26 Plaintiff MYECs stock transfer agent transferred 350,000,000 shares of stock in Plaintiff MYEC

27 to Defendant SWEETSUN.

28 46. As a result of Defendant SWEETSUNS false representations, on August 22 10,

7
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 8 of 9

1 2013, Plaintiff MYECs stock transfer agent transferred 300,000,000 shares of stock in Plaintiff

2 MYEC to Defendant SWEETSUN.

3 47. Defendant SWEETSUNS representations were all false; in fact, Defendant

4 SWEETSUN had not purchased the promissory note from Plaintiff MYEC to TANGIERS and the

5 Board of Directors of Plaintiff MYEC had not authorized any transfers to SEVEN MILES or

6 Defendant SWEETSUN.

7 48. Defendant SWEETSUN made the representations to Plaintiff MYECs stock

8 transfer agent knowing that the representations were false and with the intention to deprive
9 Plaintiff MYEC of its property rights.

10 49. As a proximate result of Plaintiff MYECs and its transfer agents reliance on the

11 fraudulent representations of Defendant SWEETSUN, Plaintiff MYEC has been damaged in an

12 amount in excess of $3,500,000, the current value of the underlying shares, and according to proof

13 at the time of trial.

14 50. Plaintiff MYEC is further entitled to recover punitive damages against Defendant

15 SWEETSUN in amount according to proof to the satisfaction of the court at the time of trial.

16 THIRD CAUSE OF ACTION

17 (Injunctive Relief Against All Defendants)

18 51. This cause of action includes paragraphs 1 through 32, as set forth above.

19 52. Plaintiff MYEC is informed and believes, and alleges thereon that unless restrained

20 by this Court, Defendants SWEETSUN, TITAN, and DOES 1 20, inclusive, will have the ability

21 to, and are likely to transfer the 1,165,000,000 shares they now hold because the market price of

22 the shares of Plaintiff MYEC has increased approximately substantially since the shares were

23 issued.

24 53. The existence of 1,165,000,000 shares held by Defendants SWEETSUN, TITAN,

25 and DOES 1 20, inclusive, represents more than 10.00% of the outstanding shares of Plaintiff

26 MYEC, and dilutes the value of Plaintiff MYECs shares in an amount that is not subject to exact

27 determination and for which monetary damages would be inadequate.

28 54. Plaintiff MYEC will suffer irreparable injury unless the transfer of the
8
SECOND AMENDED COMPLAINT
 Case 2:14-cv-02889-KJM-AC Document 79 Filed 11/15/17 Page 9 of 9

1 1,165,000,000 shares held by Defendants SWEETSUN, TITAN, and DOES 1 20, inclusive, is

2 restrained by an Order of this Court, because a transfer to innocent third parties could result in

3 Plaintiff MYEC losing the ability to cancel those shares.

4 55. Plaintiff MYEC seeks injunctive relief to prevent Defendants SWEETSUN,

5 TITAN, and DOES 1 20, inclusive from transferring the 1,165,000,000 shares in Plaintiff

6 MYEC.

7 REQUEST FOR JUDGMENT

8 WHEREFORE, Plaintiff MYECHECK, INC., prays for judgment against Defendants as

9 follows:

10 1. For a declaration from this Court that Plaintiff MYECS issuance of the

11 255,000,000 shares to Defendant TITAN at the request of Defendant SWEETSUN was obtained

12 by false representations, and therefore was void at the inception and should be cancelled.

13 2. For a declaration from this Court that Plaintiff MYECs issuance of the

14 910,000,000 shares to Defendant SWEETSUN was not authorized by Plaintiff MYEC, and

15 therefore was void at the inception and should be cancelled.

16 3. For damages for fraud, including punitive damages from Defendant SWEETSUN,

17 in amounts according to proof at the time of trial, although which amount should exceed $3.5

18 million.

19 4. For a temporary injunction against Defendants SWEETSUN, TITAN, and DOES 1

20 20, inclusive, restraining them from transferring any of the 1,165,000,000 shares in Plaintiff

21 MYEC, which injunction should be made permanent at the conclusion of this action.

22

23 Dated: October 20, 2017 Respectfully submitted,

24 ELGUINDY, MEYER & KOEGEL, LLP

25

26
By:
27 Joseph M. ElGuindy, Esq.
Ryan N. Meyer, Esq.
28 Attorneys for Plaintiff MYECHECK, INC.
9
SECOND AMENDED COMPLAINT