                                                                                        ACCEPTED
                                                                                    14-15-00568-CV
                                                                    FOURTEENTH COURT OF APPEALS
                                                                                 HOUSTON, TEXAS
                                                                                7/6/2015 4:58:50 PM
                                                                              CHRISTOPHER PRINE
                                                                                             CLERK

                                 NO. ______

                           In the Court of Appeals                 FILED IN
                                                            14th COURT OF APPEALS
                         for the ___ District of Texas         HOUSTON, TEXAS
                                Houston, Texas               7/6/2015 4:58:50 PM
                                                            CHRISTOPHER A. PRINE
                                JINSUN LLC                           Clerk

                                   Relator

                   ORIGINAL MANDAMUS PROCEEDING
     FROM THE 113TH JUDICIAL TRIAL COURT OF HARRIS COUNTY, TEXAS
                      TRIAL COURT CAUSE NO. 2012-54501

            PETITION FOR WRIT OF MANDAMUS - RECORD

                                          Respectfully submitted,

                                          /s/ Jason M. Hopkins
                                          Mary-Olga Lovett
                                            State Bar No: 00789289
                                            lovettm@gtlaw.com
                                          Jason S. Lewis
                                            State Bar No: 24007551
                                            lewisjs@gtlaw.com
                                          Jason M. Hopkins
                                            State Bar No: 24059969
                                            hopkinsjm@gtlaw.com
                                          GREENBERG TRAURIG LLP
                                          1000 Louisiana Street, Suite 1700
                                          Houston, Texas 77002
                                          Telephone: (713) 374-3555
                                          Facsimile: (713) 374-3505


Dated: July 6, 2015                       ORAL ARGUMENT REQUESTED




                                      1
                           MANDAMUS RECORD

TAB DOCUMENT                                                     DATE

A.   Plaintiff’s Original Petition                               09/18/2012

B.   Plaintiff’s Nineteenth Amended Petition                     05/22/2015

C.   Plaintiff’s Motion to Quash Deposition of Wayne Dolcefino   06/19/2015
     and Motion for Protective Order

D.   Jinsun’s Response to Motion to Quash Dolcefino Deposition   06/24/2015

E.   Jinsun’s Supplemental Response to Motion to Quash           06/27/2015
     Dolcefino Deposition

F.   June 16, 2015 email serving Jinsun’s First Amended          06/16/2015
     Deposition Subpoena Duces Tecum

G.   Order quashing Dolcefino deposition                         06/30/2015




                                     2
TAB A
                                                                                          Filed 12 September 18 P3:26
                                                                                          Chris Daniel- District Clerk
                                                                                          Hanis County
                                 2012-54501 / Court: 113                                  ED101J017084361
                                                                                          By: Charleta Johnson
                                      CAUSE NO._

        KHALEÐ AI-ATTAR,                                    s           IN THE DISTRTCT COURI'OF
                                                            s
                Plaintiff,                                  s
                                                            $
        v.                                                  s
                                                            $                HARRTS COUNTY, TEXAS
        KEVAN CASEY, FREDERICK                              s
        HUTTNER, ANSLOW & JACLIN,                           s
        LLP, AMIR MIR.ESKANDARI,                            $
        TOP GEAR., INC. n/k/a                               $
        LTIXBYARD, INC., JONATHAN                           s
        FRIBDLANDER, and SCOTT GANN,                        s
                                                            s
                Defendants.                                 s                     JUDICIAL DISTRICT

                                 P   LAI NTI F F'S   O"   BI-G-JI.IAL   P   ETITI ON

                Plaintiff, I(haled Alattar, files this Original Petition against Defendants, Kevan

        Casey, Frederick Huttner, Anslow & Jaclin, LLP, Amir Mireskandari, Top Gear, Inc.

        nlkla   Luxeyard, Inc., Jonailran Friedlander, and Scott Gann, and would show                   as

        follows:

                                      p rs covERY         coNTRoL_PtAN
                1.     Plaintiff intends for discovery to be conducted under Level z of Rule      1Ço   of

        the Texas Rules of Civil Procedure.

                                                 PARTIE,S
(\

 q)
                2.     Plaintiff Khaied Alattar ("Alatlar") is an individual lesiding in Sugar Land,
 ôo
 cd
tr
  I
        Fort Bend County, Texas.
cô
\o
æ
Ir-
æ               3.     Defendant Kevan Casey ("Casey")             is an individual residing in Harlis
 iiC)   County, Texas and may be served with process at B W. Broad Oaks Ðlive, Houston,
-o
 E
z       Texas 7T056.
 c)
 E
 o
Ê
 o
q:
 L
 o
                 4.      Defendant Frederick Huttner ("Huttner")               is an individual residing in
         Harris County, Texas and may be served with process at 675 Bering Dlive, Suite zSoA,

         Houston, Texas TT056.

                 5.      Defendant Anslow & Jaclin, LLP ("4&J") is a New Jersey limitecl liability

         partnership and may be served with process                   at r95 US Highway 9, Suite             ao4,

         Englishtovrn, New Jersey oZZz6 by serving the Texas Secretary of State.

                 6.      Defendant Amir Mireskandari ("Mileskandari") is an individual residing

         in Harris County, Texas and may be served with process at 455o Post Oal< Place, Suite

         21o, Horiston, Texas TToz7.

                 Z.     Defendant Top Gear', Inc.        n/k/a Luxeyard, Inc. ("Top Gear") is a Ðelaware
         corporation doing business in the State of Texas and rnay be served with process at

         Delar,r'are Business Incorporators,       Inc., g4zz Old Capitol Trail, Suite 7oo, Wilmington,

         Delaware rg8o8 by serving the Texas Secretary of State. Top Gear is now knorvn as

         Luxeyard, Inc. and its stock trades under the syrnbol LUXR.I

                 B.     Defendant Jonathan Friedlander ("Friedlander") is an individual residing

         in   Las Vegas, Nevada and may be served              with plocess at S4gB Vegas Drive, *76t, Las
         Vegas, Nevada Bgro8 by serving the Texas Secletary of State.

                 g.     Defendant Scott Gann ("Gann") is an individual residing in Dallas, Texas
c.ì
 o       and may be served with process at 5zzo Spring Valley, Suite r95, Dallas, Texas TSzS4.
 o
 9p
Ê-
     I
                                          JUTUSpTCTION AND VBNUB
\o
cê
Þ-
oo
                 10.    Julisdiction and venue are proper               in Harris    Coun$, Texas because

 o
         Defendants Kevan Casey, Frederick l{uttner, and               Amil Mireskandari are resiclents of
.!
 E
z
 o
         'Top Gear changecl its ¡lame   to Lrrxeyard, fnc. orr January g, 2cl-2. 'lhe company narìe is bra¡rded   as
 E
 o
         "Lr¡xeYarcl."
 o
o
 o                                                         2
Eo
U
          I{arris County, Texas, and a substantial palt of the events or omissions giving rise to
          Plaintiffs claims occuned in Harris County, Texas. Fulther, Plaintiff seeks recovery in

          excess of the minimum jurisdictional          limits of this Court. Additionalìy, Top Gear has
          had sufficient contacts with the State of Texas and has purposefullS' ¿uui1.U itself of the

          larn¿s   of this State. To subject Top Geal to jurisdiction in Texas would not offend
          traditional notions of fair piay and justice. The causes of action against Top Geal arìse

          out of Top Gear's contacts with this State. A&J has had suffïcient contacts with the State

          of Texas and has purposefully availed itself of the larvs of this State. To sr"rbject A&J to

      jurisdiction in Texas wodd not offend tlaclitional notions of fair play and justice. The

          causes of action against   A&J arise out of A&J's contacts witir this   State   . Fl'iedlandel   has

      had sufficient contacts with the State of Texas and has purposefully availed himself of

      the laws of this State. To subject Friedlander to jurisdiction in Texas would not offend

      traditional notions of fair play and justice. The causes of action against Friedlander

      arise out of Friedlander's contacts with this State

                                                   SUMMARY
                   11.   This is a suit for fi'aud and related claims alising out of an illegal "puìtìp

      and duntp" stock schenre.' Defendants' carefulþ-6rchestrated plan involved                             a

      conspiracy to fraudulently acquire the stock of a small publicly traded cornpany, then
c.l


o
      artificially inflate    - or' "purnp" - the price of its shares through aggressive aclvertising,
Þo


                                     - or "duìrp" * tlre stock at the inflated plice. While such crimes
53
Ê-    only to then rapidly sell
aô
æ
t--
æ     are unforlunately quite prevalent, what makes this particular scheme unusual is that the

i.i
C)
      underlying cornpany was a legitimate business. The fraucl in this instance was not so
'o
E
z
c.)
E
      ?   http: //www.sec.gory'answers/pu mpdump.htrn
o
o
o
-o
()                                                        .)
Ë
C)
O
          much on an unsuspecting public as on the company's co-founders                                         *   Alattal and
          Mileskandari              -   whose business was essentially hijaclied by Defendants,

                          12.      The success of Defendants' pump and durnp scheme is illustrated by the

          chart below, sÌrowing the track record of this "penny stock" duling the lelevant time

          period:

           :            LUXR (Luxey6rd, lnt,)   PlNt(                                                            o 5.ir:¿kCh¿r1s.co*r
                                                                     6
                                         ,tê
                                                                                                                                          D



                                                                             tl                                                          ,tr
                                                                             'l¡                                                         ,t
                                                                                                          iì
                                                                                                                                         .6

                                                                                  I                                                     1.4

                                                                                                                                        1.1
                                                                                                                          .i             .0

               5r,ri'
               c¡¡i
                                                                                                                                         ,6
               3kr j
               2lvl i                                                                                                                    .4



                          I             1? 18    ?6     s1ô23            714          20Jul¡   1   Jul         16 23     AugE




                         13.      The dlamatic rise       *   and later fall  - of the stock price as shov¿n in the above
      chait resuited in an approximately                                 $3o,ooo,ooo.oo windfall in just 6o clays.
      Defenclants, and other unnamed co-conspiratoLs, r'eaped a huge benefit at Alattar's

      expense, whose own stock was restricted and thus could not be                                      sold. Alattar          seeì<s

cì
      actual damages and disgorgement of profits to prevent Defendants'unjust enlichment.
o

                                                        FACTUAL B,!ç_-I(GRQ U N p
 c)
 òo




æ
F-
                        14.       LuxeYald is an online puweyor of luxury goods that follou's the "flash
oo

      sale" retail rnodel used by Ruelala.com, Gilt.corn, OneKingslane.com and others.s
 o
.o
 E    Alattar co¡rceived of the idea for LuxeYard in December 2o1o and pitched                                                 it to a
z
 C)
 E
 o
      e   http: //www.luxeya rd.corn/living/abo ut
 o
IJ
()
r.i                                                                      4
EO
O
      business associate     -   Mireshandari   - with whom Alattar shared oftice space. Implessed
      witli the concept, Mireskandari partnered 5o/5o with Alattar to form LY Retâil              LLC

      ("LY") to develop Alattar's idea. The purpose of the company was simple: to own and

      operate an e-cornrnerce website through rvhich LY could sell luxury home goods using

      the "flash sale" retail model. Alattar was responsible for acquiring the domain,
      branding, n'ebsite development, incorporation, and developing a detailed business plan.

      Mireskandari r,ras responsible for lining up futule product suppliers and generating

      industry buzz for their new ventule. The domain www.luxeyard.com became active in

      May zon.

             15.      In August 2011, as Alattar's idea went fi'om concept to reality, Alattar and

      Mireskandari agreed that LY needed additional capital to become fully operational and

      for futule grou'th. To accomplish this goal, Mireskandari approached Huttner, allegeclly

      Mireskandari's financial advisor, on behalf of Alattar and LY for assistance in raising

      new capital. Huttner put Mireskandari in touch with Casey, u'ho he represented was a

      knowledgeable and reputable businessman with experience in raising capital. Unknown

      to Alattar and Mireskandari, i{uttnel and Casey wele previously involved in other pump

      and dump schemes, but failed to disclose this material fact.           It did not take long for'
      I{uttner and   Casey, and presurnably others acting      in concert with them, Friedlander and
c.l
(Ê
o     Gann, to see the potential to scarn Alattar and Mireskandari. By the end of August 2ou.,
q)
bo
(d
Ê.
 I
      Casey and Huttner sketched             out a detailecl   plan     undisclosed   to Aiattar and
\o
êê
F-
æ     Mireskanclari   -   to pump and dump future LY stock.
c1


()           16.      Casey      and Fluttner outlined what sounded Ìike          a   siurple, honest
-.Ô
 E
z     mechanism by which         IJ   could obtain the financing it needed by going public. The plan,
 0)
 E    as explained to Alatrar and       Mireskandali, rvas to turn LY into a publicþ traded company
 o
 o
o
 q)
r.E
                                                      5
Eo
r)
          through a reverse merger'.4 A reverse met'get' is an SEC-aulhorized means of taking       a

          plivate company public in a relatively short period of time and with substantially less

          hassle than an initial public offering. A reverse melger occurs when a private oper:ating

          company wishing to go public is accprired by a non-operating, public "shell" corpolatíon.

      Tlpically, the owners of the private operating company exchange their ownelship

      interest in the private company (in this case, LY) for the outstanding shares of the public

      company (in this case, Top Gear). After the "rneLger," the public company changes its

      name to that of the previously private company and begins operating as such, precisely

      what occurred in this case.

                 tZ. In this case, the proposed shell compâny was a Delawale corporation
      named Top Gear. Huttner and Casey represented to Alattal and Mireskandari that

      reverse merging with Top Gear wouìd provide funding             for LY, allow LY to inctease
      operations and grow its business, and access capital markets.

                 18.     Additionally, Mireskandari and Alattar produced their business pìan to the

      Casey team in August 2o1r., and although the Casey team pr<lvided comrnents thereto,

      the Casey team never mentioned that the entire plan was impossible in light of the
      looming pump and dump known only to the Casey team. On the contrary, the Casey

      team said they were agreeable to funding the proposed plan        -   not one that recognized a
cì
(H

      short-lived company used for purposes of a pump and dump scheme.
0)
bo
(Û
Êr
 I
                 19.     Casey and Huttnel characterized the end game as one in which Top Gear
\o
æ
t--
æ     would, in the ftrture, become a premier web-based group-buying retailer of luxury

c)
      products at deep discounts to retail prices. To accomplish this goal, they represented
-o
E
z     that Top Gear would initially acquire a strong snl¡scriber base, and thereafter, atlract
O
E     q
o         http l //www.sec. gov/iuvestor/alelts/reveI'semcrgers,pdf
o
â
O                                                          6
'5
 L
()
O
      lecognizable merchants. Huttner and Casey saicl that the          initial plan was to offer
      household goods and related items, and then, over time, Top Gear would expand its

      offerings to inciude a broad scope of products. Through their meetings with Alattar and

      Míreskandari, not to mention un'itten material, Huttner and Casey distinguished steps

      that Top Gear would take in the first tu'elve months, from those that u'ould be taken in

      the following years, and liker,vise, fi.om those that would be taken many yeal's donm the

      road, These representations, made by Casey, Huttner and A&J, were completely false
      and made with the intent to induce Alattar and Mireskandari into executing the reverse

      melger transaction. Casey, Huttner, and A&J's actual intent was to use LY and Top

      Gear to perpetrate a quick pump and dump scheme witir the help of Friedlander and

      Gann. Had Alattar known Casey and Huttner's actual inteut was to dump theil shares        a

      few months later, he would not have sold his interest in LY to Top Gear.

            20.    The specifics of the events leading up to the reverse merger are as follows.

      After several conference calls and emails, on or about August 28, zott, Casey and

      Huttner proposed the following telnrs to Mireskandari and Alattar':

                   a.     LY would haræ a "pte-money" valuation of $r,Soo,ooo;

                   b.     Casey and his affiliates would invest the   following:

                          (i)    $Soo,ooo into LY directly, and
c-l
(Ê
t-                        (ii)   $r,ooo,ooo for acquisition of a shell conrpany and for        a
c)
ôo
(!
                                 narket awareness program ;
F<
 I

\c)
æ
                   c.     Aftet' the investment, the book value of the company would          be
tr-
æ
c1
                          $3,ooo,ooo.oo;

()
-.o
                   d.     Mireskandari and Alattar would receive 2o,ooo,ooo shares; and
 E
z                  e.     Casey, Hutlrrer and       their affiliates wouìd receive 2o,ooo,ooo
 o
 E
 o
 o
â                                              f7
 o
Ec)
O
                                   shales.s

                   2r.    Alattar received a terrn sheet reìating to th.e proposed deal on September 7,

           2011. LY and Casey's company, Far East Strategies LLC, (Casey's company) executed

           the telm sheet on September rB, 2oLt, providing:

                  Issue Price -                   $o.eo per share     of common stock based upon
                                                  4o,ooo,ooo   shares outstanding  or 6.25% of the total
                                                  shates of the company  post leverse merger;

                  Lock-UpAgreernent -             Officers and insíders agl'ee to lock-up their shares for
                                                  tB months after the closing date;

                  Incentive Shares -              The Cornpany    is perrnitted to issue and all
                                                  incentive shares must have a four (Q year vesting
                                                  period;

                  Shell Bquity -                  Consumrnation of the reverse rnergel with a public
                                                  shell.... 1'he shell will be provided by Far                 East
                                                  Strategies, LLC; and

                  Anti-Dilution Rights -          If at any time in the tz       montlrc fbllowing closing...;
                                                  and

                  Warrants    -                   t   ] WarlantsAarrd 8... shall have aterm of 5 years,,,.

                  22.     Casey referred Alattar, Mireskandari and LY to the law firrn of A&J, who

       they subsequentì5r hired to consurnmate the transaction. Unbeknor¡'nst to Alattar and

       Mireskandari, their attorneys were not only ftiliy aware of Casey and Huttner's actual

c.ì
(È
       intentions, but intendecl          to   assist them     in their   scheme    to   defi'aud Alattar and
 o
oo
 o
 bo
       Mireskandari. In a brazen act of fiduciary malfeasance, A&J papered a/l sides of the
À
                         - the ple-neÌger acquisition of Top Geal by Casey, Huttner, Freidlander,
  I
(ô
\o     transaction
æ
Þ-
æ
c¿¡    Gann, and their affìliates, the distribution of Top Gear shares, the reverse merger, the
 i-;
 o
-ô
 E
       slialeholder agreements, and all of the pre- and post-merger SEC {ilings                        -   all while
z
 O
 E
o
       s   The shares were latel increased by agreernent to 3o,o0o,ooo ancl go,ooo,ooo, lespectively
o
o
O                                                          B
'.=
()
O
          tlever disclosing to Alattar and Mileskanclari that Casey, I{uttner, Friedlander                     and.

          Gann, and their affiliates intended to defraud them.

                23.     The revelse mergeÌ was executed on November B,                 zott.   Unbeknownst to

      Alattar, Mireskandari and LE A&J was simultaneously lepresenting Huttner and Casey

          in connection with their     plans to use Top Gear to perpetrate the punìp and dump

       scheme.    6   In fact, A&J lepresented Huttner and          Casey   in their acquisition of Top Gear

      on November 7,2011; that is, the dcy beþre Top Gear acquired LY in the revelse

      melger- In other words,        Casey,   Huttner, Friedlander and Gann, and theil affìliates, had

      already obtained ali of the ostensibly unrestricted, or free tracling, stock in the shell

      cornparìy that was supposed to be merged with LY. Thus, Casey and his team controlled

      Top Gear prior to the November B, zort agreement whereby Top Gear:

                       a.      entered into a Contribution and Assunrption Agreement wherein
                               Top Gear transfcrred its assets and liabilities to an entþ referred to
                               in shorthand as "SpinCo";

                       b.      entered into an Agreement of Sale with the prior owners of Top
                               Gear to retire 7,ooo,ooo restrictecl shares of Top Gear; and

                       c.      acquired all of LY       in   exchange for t,785,294 new shares of 1'op
                               Gear.

                24.    The resulting arrangement materially differed from the one represented to

      Alattar and Mireskandali in the following ways, among others:
cl
o
0)
                       a.      Ca.sey never: pr:ovided    the $5oo,ooo in worl<ing capital to i.J;
9p
p.
 I
c1
ao
F-
oo    o A&J rqas the same larv firm that formed lJuttner's company, Hnttner 1999 Paúnelship, Ltd. and Casey's
      com¡ranies, Jiusnn, LLC alld Acadia l-Iolding Colporatiou. A&J prepaled the qrrarterly ancl a¡rnual fiìings
i.:
()    for 'lbp Geal ancl therefore, had actual knowledge of the beneficial owners of each share of Top Gear, but
-ô    A&J failed to cliscìose the iclentity of these beneficial owners who are hiding behind corporate folmalities.
E
      A&J never tokl LY or Alattar that although Alattar was subject to a lock-rrp agreement, Casey ancl his
z     affiliates wel'e not. Moreover, by concealing the names of the beneficial shaleholders in thc SEC filings,
()    A&J violatecì fecleral aud statc law. 'Îhus, the co-conspirators were allowed to dump their shares in lbp
E
o     Gear at the vely sa¡ne tir:re they were promoting the company.
o
o
()                                                       9
¿t
o
O
                    b.     Casey, I-IutLner, !-riedìancler and Gann, as insiclers, did not ìock-up
                           their shares in'fop Gear as agleed;

                    c.     i¡rstead of making Top Gear buy roo% of the revelse merged LY,
                           Casey and his team conspired to do a private placement of LY into
                           'l'op Gear;

                    d.     Casey and his team traded their shares (restricted by lar^r) through
                           their affiiiates; and

                    e.     promoted LLIXR stock, not for the purpose of raising new capitai
                           for LuxeYard so that it could become a viable entity fol many years
                           to come, but to secretly enrich thernselves within a fer,r'months at
                           Alattar's and Mireskandali's expense.

             25,    Not long a{ter Top Gear changed its narne and stock symbol, Casey and

      Hut[ner, with the help of Friedlander, {inanced and executed an aggressive marketing

      campaign designecl to artificially inflate the price of LUXR stock. In that effort, they

      were vety successful. Shortly thereafter, Huttner, Casey, Friedlander, Gann, ancl theil

      affiliates, dumped a large volume of supposedly unrestricted shares             *   shares that

      should have been restricted, As expected, following a massive sell-off, the stock price

      plummeted to   $.ro. Instead of aiding LY in many years of continued glowth by going
      public ancl raising operating capital as they had reptesented                  to Alattal and
      Mileskandari, Casey alrd Fluttner    *   ancl   theil co-conspiratols   -   pocketed enorrnous

      profits through the pump and dump scheme, and left Alattar and his legitimate business
c.l
      venture at the bottom of a death spiral from which          it   may never recover, The co-
 ()
 Þo
 (s
      conspirators included Friedlander and Gann. From Alattar"s perspective, the entile
Ê-
 I
co
\o
æ
      purpose of the tlansaction was completely fi'ustlated, Flom Defendants' perspective,         it
F-
æ
      wâs a huge success, al'beit at Alattar's expense. Put simply, had Alattar knorvn of
 O

 E
      Defendants'true intentions, he would neuer have agreed to sell his interest in LY, which
z
 o    would insteacì have pursued. a legitimate business transaction,
 E
o
o
O
o                                                10
E()
U
              26.   In June zotz, Milesl<andari uncovered the pump and durnp scheme                ancl

      allegediy "confronted" Huttner and Casey. In complete contraveution of his fiduciary

      obligations   to   LuxeYard and Alattar, Mireskandari attempted           to settle his and
      LuxeYard's clailns against Casey and l{utlner for his own personal beneflt and with no

      regard whatsoever for LuxeYard's business or its shaleholders. Instead of acting sn'iftly

      to protect LuxeYard and Alattar and prevent further loss, Mireskandari atternpted to

      enrich himself at LuxeYard and Alattar's expense.

             27.    A formal fiduciary relationship existed between Mireskandari and Alattar'

      because where, as here, a closely held LLC has one managing member and one passive

      mernì:er, the LLC operates as a limited partnership. 'Ihe rnanaging rnember owes                  a

      fiduciary duty to the passive rnember, just as a general partner   o\^res a   fÏduciary duty to   a

      limited partner. Additionally, an informal fìduciary relationship existed because of
      Mireskandari and Alattar's personal ancl business relationship and the nature of their

      joint enterprise. Mireskandari exercised dorninant control over LY and its operations,

      and Alattar relied on Mireskandari for moral, {inancial, and personal support and

      guidance with respect to LY's'business affairs. Alattar, only in his zo's, iooked to and

      received substantial business ad.vice from          the elder, and        presumably more

      accomplished, MiresÌ<andari, especially in connection with their joint venture. Thus,
C\ì

o
      Alattar justifiabiy relied on and expected Mireskandari to act in his best interest when
O
bo

                                          LY. Tliis reiationship existed priol to Top Gear's
<É
p.
 I
      conducting business on behalf of
aô
æ
F-
æ     acquisition of LY.

()           zB.    Mireskandari defrauded Alattar by conning Alattar into relinquisiring
-.Ô
 tr
z     rnillions of LUXR shares, even as both of them were being defrauded by Casey and
()
 E    Huttner and their affiliates. As a result of this fraud, Alattar transferred apploximately
O
o
o
                                                11
rt
 OJ



Eo
U
          10 miilion LUXR shares to Mireskandari basecl on misrepresentatiolls macle by
          Mireskandari that the shares would be used to laise additional capital for LuxeYard.

          Mireskandari further misreplesented to Alattar that Alattar had an obligation to raise

          money   to    retain his shares, whicl-r was not      tlue.   Atlditionally, Miresì<andari
          misrepresented the amount of money he invested individually in LY/Top Gear in order'

          to induce Alattar to give LUXR shares to Mireskandari.

                                           c_au_sFs oF    Ac.uoN
           Contrøto¡t   Laut Frø:ud- ago:ínst Casey, I{utfrler, Top Gear, antd Mù'eskand-an{
                 29.     Casey and Huttner, individually and on behalf of      'lop Gear, committecl

          fraud by rnaking material misreplesentations to Alattar ieading up to the reverse rrrerger

          transaction between Top Geal and LY, which they knew to be false or assetted recklessly

          without knowledge of their falsity. At the time these representations were made, Casey

          and Huttnel and theil afflliates owned a contlolling interest in Top Gear. The false

          material representations made to Alattar included the following:

                         a.    the Top Gear-LY reverse mergel would be for the purpose of laising
                               capital for LY, allowing LY to increase operations ancl grorv the
                               Jrusiness for years to corne, and furthel allowing LY access to capital
                               markets (and potentially rìlore funcling) in the ftrtut'e;

                         b.    Casey and Huttner would provide $5oo,ooo in working capital to
(\
                               LuxeYard upon completion of the reverse merger;

c{                       c.    Casey and I{uttner would provide $5oo,ooo for the acquisition of     a
    o                          public shell;
    btj
ê.
                         d.
    I

\c)                            Casey and Huttner would provicle $Soo,ooo to laise rnarket
æ
r-
æ                              awaleness of LuxeYard's business so LuxeYard could raise capital;
                               and
    ()
-o                       e     uporl cornpletion of the reverse merger, all shares helcl by officers
    E
z                              and insiders would be "locked-up," i.e., unable to be solci, for rB
    o                          months after the closing date.
    E
    O
    o
!
-ú
 o
t¡=
                                                    t2
Ë
o
O
        None of these statements were       true. Indeed,   Casey and Huttnet' always (and secretly)

        intended to dump theil shares in l;uxeYard within a matter of nronths.

               go.    These representations were rnade through the term sheet provided to

        Alattar as well as several conference calls and emails to Alaltal directly, or to
        Mireskandari with the intent that the information be relayecl              to Alattar'. 'Ihese
        representations rvere material in that a reasonable person u'ould attach importance to

        and be induced to act on the information           in determining   r,vhether   to e¡rter into the
        reverse meÌger transaction. These representations were false in the following wa5's: (r)

        the true purpose of the revelse meÌger was not for the benefit of LY, but for the purpose

        of perpetrating a quick pump and dump scheme for the bellefit of Casel', I{uttnel and

        their affiliates; (e)     Casey   and Huttner did not provide the working capital              as

        represented; (S) âny money invested by Casey and Huttner for rnarÌ<eting was not used

        for the legitimate pulpose of promoting the new company, but was instead used to
        artificially inflate LUXR stock so     it   could be quickly sold   in a massive illegal shale
        dunrp; and (+) I{uttner, Casey and their affilÍates   - clearly "insiders" within the meaning
        of tlie term sheet   *   did not lock-up theil shares, but instead sold them in huge blocks

        that severely clamaged LUXR's share price and reputation.

(\             9L.    Additionally, Mireskandari and Alattar produced theil business plan to the
o
        Casey team in August       eott, and although the Casey team prorrided comments thereto,
o
òo
 (Ë
Ê-      the Casey team never mentioned tirat the entire plan was iurpossible in light of the
a.)
æ
¡-
æ       loorning pump and durnp known only to the Casey team. On the contrary, the                  Case¡r

 iic)
-o
        team said they were agreeable to funding the proposed plan          - not one that recognized a
 E
z       short-lived company used for purposes of a pump and dutnp schetne.
 o
 o
 o
â
-o
 o                                                    13
rË
Eo
O
              92.    These Defendants' actions immediately following the revelse merger and

      the subsequent success of the punlp and dump scheme make                    it   cleal that the
      misrepresentations were made to Alattar with knowledge of theit            falsity.   Casey and

      Huttner made the misrepresentations to Alattar with the intent that they be acted upon.

      Specifically, the misrepresentations were made with the intent that Alattar wouid be

      induced into executing the reverse merger. Alattar relied upon these misrepresentations

      in agreeing to the reverse merger and would not have entered into that transaction had

      he hnown the true intent of Casey and Huttner. Alattar has been injured as a result of

      this fraud, and seeks disgorgement of all ilì-gotten proflts obtained by these Defendants

      as a result of the   fraud. In addition, Alattar   seeks actual damages.

             39.     Casey and Huttner committed fraud                 by   making false material
      representations      to Alattar in   connection    with certain stoclt purchase agreements,
      whereby Alattar was induced into transferring his shares of Top Gear              to Casey and
      Huttner after that merger. Casey and Huttner replesented to Alattar that Alattar had an

      obligation to raise money for LuxeYard, and because of his alleged failure to do so he

      must give up his shares to them. Casey and Huttner Ìepresented that they would use the

      shares Alattar gave up to raise additional capital. In fact, Casey and Huttner distributed

      these shares to their affiliates or kept them for own benefit in fui'therance of the purnp
C\
 o
.+
      and dump scheme. These representations were false r,r'hen made and were intended to
o
ôo
(Ë
Ê.    induce Alattar to give up valuable shares for'little to no consideration. Alattar relied on
cf)
æ
F-
æ     these representations and would not have tlansferred his shares had he known that

ii
 t)   Casey and   Huttner intended to use the shales for their own benefit instead of the benefit
-o
E
z     of the company. Alattar wouid not have relinquished these shares had he known that he
c)
E
o
o
o
CJ                                                 L4
rË
Ë
C)
U
          had no obligation to raise ca¡rital. Alattar has been injuled as a lesult and                 seeks

          damages equal to the value of the shares he lost as a result of the tì'aud.

                 84.       Mileskandari committed fraud by rnaking rnaterial misreplesentations to

         Alattal leading up to the reverse merger transaction between Tolr Gear ancl            Ll   which he

         knew to be false c¡r asseÉed'recklessly without knou'ledge of its falsity. Specifically,

         Mireskandari i'epresented to Alaftar that all shares held by officers and insiders after the

         closing of the reverse mergel would be "locked-up," i.e. unable to be sold, for rB months

         after the date of closing. This representation was made by Mileskandari to Alattar

         several times in ernails, phone calls, and in-person discussions. This replesentation u,as

         false in that Mireskandari, despite his status as an offìcer and insider) neuer locked-up

         his shares for rB months, but rather entered into a much more favorable agreement

         whereby he eould starL selliug ìllocks of shares after only 9 months. Mireskandad made

         this representation to Alattar with no intention of entering into an L8-montli lock-up
         agreernent, and intended Alattar        to rely on this representation in entering into the
         reverse mergel' transaction and his own            lock-up. Alattal lelied on Mireskandari's
         promise to lock-up his shares for rB months            in rnaking his decision to execute        the

         reverse merger and would not have participated in the transaction hacl he known the

(\
         trutir. Alattar   has been injui'ed as a result of this   fraud. Alattar   seeks clamages equal to
    o
         the 5o% ownership interest in the enterprise that he gave up in consideration for the
    o
    b0
    (d
ê-
    I
         reverse merger tlansaction,
\o
æ
Þ-
æ
                gS.    Miresl<an<lari     fulther committed fraud by making false                    material

    c)
         representations, both indiì'idually and on behalf            of   LuxeYarcl as   its   executive, in
-Õ
    E
z        connection with certain stock purchase agreements, whereby Alattar rvas induced into
    ()
    E    tlansferritrg more than half of his LUXR shares. Mireskandari represented to Alattar
    o
    o
!
    o                                                  15
rË
Ë
O
O
         that Alattar had an obligation to raise money fbr LuxeYard, and because of his failure to

         do so he nust transfer his shares to Mireskandari. Mireskandari re¡rresented that he

         would use the shares Alattar gave up to raise additional capital. In fact, Mireskandari

         kept the shares for himself and still holds them. These representations were false when

         made and were intended to induce Alattar to relinquish valuable shares for' ìittle to no

         consideration. AlatLar relied on these representations and rvould not have transferred

        his shares had he known that Mileskandari intended to keep the shares for his own

        benefit. Alattar has been injured        as a result, and seeks damages equal to the value of   tlie
        shares he transferred to Mireskandari.

                           I¿r o,ud"   by N ondisclosur.e aga irrst C as ey, Iltttlz:.er,
                                          Top Geat,, ctrtd Mü.esko:ndorí

                36.      Casey and Huttner, individually and on behalf of Top Gear, committed

        fraucl by nondisclosure in connection with the reverse rnerger tlansaction by failing to

        disclose new material infor¡nation when that material infornration made earliel

        t'epresentations misleading or untrue. In this case, Casey and Huttner made material

        representations      to AÌattar as clescribecl above.          Those representations became
        rnisleacling and untrue befole the reverse ìllerger tooÌ< place because Casey and l{uttuer

        knew that they would not be involved in LuxeYard for nlore than a few months, rnuch
C\ì
        less many years, they ì<new they would not be subjecting themselves to any lock-up
 o      agreemeuts as they had previously agleed, and they knew that the statecl purpose of the
 bo
 Cd
ê<
  I

        reverse metger was actually to perpetrate a rapid punìp and dump scheme- Casey and
æ
Ì--
oo
        Huttnet knew that Alattar wâs ignorant of the facts concerning tire lock-up agreements
 iiC)
-.o
 E      and the quick pump and durnp scherne and did not have an equal opportunity to
z
o       cliscover the   truth. Moreo\¡er, Defendants wele deliberately silent and failed to disclose
 E
o
o
o
o
rË
                                                        t6
L
C)
O
            tìrese facts with the intent to induce Alattar to enter into the reverse merger transaction

            and continually build a viable company for yeals to come. In this regard, Alattar acted

            in reliance on the omission or concealment and suffered injury as a result of acting
            without knowledge of the undisclosed facts. Alattar seeks disgorgernent of all ill-gotten

            profits resulting from the fraud by nondisclosnre     as v¡ell as actuaì damages.


                   ST.      Mireskandari committed fraud by nondisclosure in connection with the

            reverse merger transaction by failing to disclose De\ ¡ material informatiou rvhen that

            rnaterial inforrnation made earlier representations misleading or untrue. In this case,

            Miresì<andari lnade material representations        to Alattar as clescribed above.      Those

            representations becanre ¡nisleading and untrue before the reverse merger took place

            because Mireskandari knew that he would not be subjecting himself              to any iock-up
            agreement as he had previously agreed. Milesltandari l<new that Alattar was ignorant of

            the facts concerning the lock-up agreements and did not have an equal opportunity to

            diseover the   truth. Moreover, Mireskandari     was delibelately silent and failed to disclose

            these facts with the intent to induce Alattar to enter into the reverse melger tlansaction.

            In this regard, Alattar actecl in reliance on the ornission or concealnrent and suffeled
            injury as a result of acting without ltnowledge of the undisclosed facts. Alattar        seeks

            disgorgernent of profits and his actual damages.
N

F-            Slafutorg Ft'øud agøínst         Caseg,   I{uttner, Top     Gean',   artd Mít'eskctndan'í
    ()
    bo
    (s

        ¡         38.      Casey anci   lluttner, individually and on behalf of Top      Gear-, corntnitted
\c)
oô
F-
co          statutory fi'aud   in violation of Texas Business &        Commerce Code Section z7.ot in
c1
    u
    o       connection with the reverse merger transaction and supposed plans to build a premier
-o
    E
z           web-based seller of a broad scope of luxury       items.   Casey ancl Huttner knew all along
    C)
    E       LuxeYard rvould never reach the "broad scope" phase. Casey and l-Iuttner made false
    o
    o
!
    C)                                                  L7
E
    !
    o
(-)
       lepresentations of fact as well as false plomises to Alattal as described above. These

       false representations and prornises wete made for the purpose of inducing Alattar into

       entering i¡rto the reverse merger transactiorr. Alattar relied              on these false
       representations and promises when he entered into the trausaction, and this reliance

       caused him   injury. Alattar seeks disgorgement of all ill-gotlen profits received by Casey

       and Huttner as a result of this fraud, as well as actual darnages.

              99.     In addition, the actions of Casey, Fluttner, and Mireskandari in connection

       with the   st<lck pulchase agreements described above constitute stafutory fraud in

       violation of 'fexas Business & Commerce Code Section zT.ot. These defenclants made

       misrepresentations of fact and faìse promises, outlined above, to Alattar fol the purpose

       of inducing Alattar into transferring large blocks of LUXR              shares   for   nominal

       consideration. Alattar relied on these false representations and pt'omises when he

       agreed to relinquish his shares, and this reliance has caused him      injury. Alattar seeks
       damages equal to the value of the shares he relinquished as a result of the fraud.

                  Breach of ltiducio:ry Duty ago'ínst A&J a nd Mít'esko:ndar'í

              40.    A&J had an attorney-client relationship with Alattar and LY. As Alattar's

       atlorneys, A&J owed a fiduciary duty to Alattar. A&J breached its fiduciary duties by,

       among other things, (r) assisting Casey and Huttner's inducetnent of Alattar into not
c.ì
qi

æ      only the reverse merger tlansaction, but the agreement to wor'l< together to build           a
 ()
 bo
 (d

  I
       venture that would Ìast for years to come for purposes of engineering the quick pump
\c)
oô
r-
oo
       and dump scheme, (e) failing to clisclose Casey and HutLner's scheme,            ß) failing to
       disclose A&J's own role in the scam., (+) failing to take steps to prevent the fraud, (S)
s()
 E
z      failing to disclose the fraud after it occurred, and (6) failing to disclose A&J's conflict of
 ()
 E
 o
       interest. A&J assisted Casey and l{uttner in connection with their acquisition of the
 o
o
                                                  rB
rtC)
E()
O
        controlling interest of Top Gear, and A&J prepared the contlacts and other documents

        for the leverse merger transaction at Casey and }-Iuttner's direction. These actions
        constitute a l¡reach of their fiduciary duty to Alattar, and Alattar has suffered injury as a

        result, Alatlar seeks forfeiture    of all   fees paid   to A&J in    connection    with    its

        representation of Alaüar and LY, as rvell as achral damages.

                4t.   Mireskandari owed a formal fiduciary duty to Alattar as the sole managing

        member of LY, a closely helcl LLC operating as a limited partnership. Mireskandari

        further owed Aìattal an informal fiduciary relationship based on their personal and

        busÍness relationship. Mileskandari exercised dominant control over the cornpany and

        its operations, and Alattar relied on Mireskandari for molal, financial, and personal
        support and guidance with respect to LY's business affairs. Thus, Alattar justifiably

        relied on and expected Mireskandari to act in his best interest when conducting

        business on behalf of   LY.   These facts existed prior to Top Gear's acquisition     of   LY.

        Mireskandari breached      his formal and informal fiduciary duties to AlatLar             by

        fraudulently inducing Alattar into executing the reverse merger transaction, inducing

        Alattar to relinquish a large portion of his LUXR stock, by signing a lelease ancl waiver'

        on behalf of LuxeYard in exchange for cash consideration paid to Mireskandari
        personally, and by at[ernpting to induce Aìatlar into releasing his claims lelated to the
õl
(ts

o\      punp and dump scheme. These breaches have caused injury to Alattar and                 have
 CJ
 b¡
À       resulted in a suÏ¡stantial benefit to Mireskandari. Thus, Mireskandali is liable to Alatlar
  I
c.)
æ
r-
æ       for actual damages and for disgorgement of all ill-gotten benefits.
cn
cô

 ii0)                     Violalio¡t of tIrc Texas Secw.ítíes Act a.gaìttst
,.o
 E                        Casey, L[utt'ner, A&J, þYíecllantcüer antd Gc-ntt
z
o
 E
               42.    As outlined above, Casey and I{uttner offered or sold seculities to Alattar
o
o
IJ
-o
o                                                 r9
EC)
O
      by means of an untrue statement of material fact or an omission to state a material fact

      necessary   in ordel to make the statenrents rnade, in light of the circumstances under
      which they are made, not misleading. 'fex. VeRwoN's ANN. Clv. Sr. Anrs. SBr-r et seq.

      Casey and Huttner violated the Texas Securities        Act by rnisrepresenting andlor'
      omitting the disclosure of material facts. Casey antl Huttner are liable under the civil

      penaity provisions of theTexas SecuritiesAct. Tlix. RBv. CIv. Ster. AN¡1.    Anr.   SBl-39.

      Casey and I{uttner bought, sold, and issued securities using fraudulent means and

      comrnunications     in direct violation of the civil penalty provisions of the act, and
      these actions darnaged Alattar by devaluing Alattar's cotnpany and shares. A&J,

      Freidìandel and Gann are liable under the Act as far as aiders and abeltors. As           a

      result, Aiattar seeks damages equal to the decreased value of all LUXR shares of whicir

      he is the bene{ìcial owner.

             Conspü'acy o'go:ínst Casey, Hut{ater', A&J, Itríedlø;nder ø:nd Ga:ntt

             49.     Casey, Huttner', A&J, F'riedlander and Gann      *   and other unnamed co-

      conspirators   -   had a meeting of the minds to defraud AlarLar and breach fiduciary

      duties owed to Alattal by using his legitirnate business as a front to perpetlate an

      overnight pump and dump scherne. One or more unlawful overt acts were committed

c-l
      by each of these defendants, such as A&J's drafring of the fraudulent          clocuments
(Ê
O
N     connected to the reverse merger transaction and A&J's assisting Casey and Huttner in
 ()
 bo
 (s
Ê.
 I
      acquiring the contlolling interest   of fop Gear plior to the reverse merger.        These
\o
æ
Ir-
æ     defendants conspired further to defraud Alattar into believing that the nature of the

 c)
      transaction at issue was to assist LY in achieving continued growth by going public
-.o
 E
z     through a reverse merger and then go on to become a premier web-based company
 ()

 o
      without disclosing that Defendants' actual intent    r,r'as   to use the shell company to
â
 o                                             20
'¡=
 L
 ()
(J
       perpetl'ate a pump and dump scheme. These clefenda¡rts, acting jointly and in concert,

       each engaged in unlawful acts in ftirtherance of their conspiracy, all as outlined above.

       Alattar has been injured as a result of defendant's conspiracy and seeks his actual

       damages.

         Aídbry øndAbetthq against Casey, Iluttner', A&J, I'=r'íadlønde¡'and Gø:tt¡t

                 44.   Defendants, individuaìly and as       a group, assisted or encouraged each
       other, assisted and participated rvith each other, and also acted in concert of action.

       Under Texas law, such group participation constitutes aiding and abetting ancl warrauts

       the irnposition of joint liability even      if   the plaintiff dealt primarily with a single
       defendant. Stated another way, u'hen                  a   defenclant provides assistance or

       encoulagement to another person who commits a toft, and the aiding ol encouragement

       is a substantial factor in causing the tort, then the defendant is considered a toftfeasor,

       and consequently, is liable for the consequences of the      tort, In this case, Case¡t, Huttner
       A&J, Friedlander and Gann, individually and collectively, aided and abetted each otirer

       and others unnamed in committing the torts enumerated above. I{ence, joiut and

       several   liabilþ   is appropriate.

                              U4iust Enlíchntent ag aírtst Caseg, Ilutttter,
                                Mh' eskøttdan'í, Ih' eídlantdet' o;td Ga:ntt
c.l
(H
                 45.   Alattar seeks the equitable remedy of unjust enrichment against          Casey,
c.l
 c)
 ôo
 d
       I{uttner', Mireskandari, Fliedlander and Gann. When a person obtains a benefit fronr
Ê.
  I

       another by fraud, duress, ol the taking of undue advantage, the aggrieved party may sue
oô
F-
oo
       to prevent unjust enrichment. To plevent unjust enlichnent and to deter othels from
 iio
-o
 E     violating securities lar,r's and flduciary duties, a court has bload powers to order          a
z
 C)
       defendant to disgorge ail      illicit gains and impose a judgment in trust on those gains.
 E
 o
Ê
o                                                   2L
E
Ec)
U
       Further', where trvo or more individuals or entities have a close relationship and engage

       in conduct giving rise to unjust enlichment, the pelpetlators may be held jointly and
       severally liable for the disgorgement of illegally obtained proceeds. Casey and l-luttner,

       for   themselves and tirrough their aililiates, obtained       a benefit of approximateìy
       $3o,ooo,ooo in profits as a direct result of fraud and taking undue advantage of Aìattar

       by using his legitimate business   â.s   â fi'ont for a pump and dump scheme. Aceordingly,

       Alattar seeks disgorgement of all ill-goti:en profits undel the doctrine of unjust
       enrichment.

               46,   As outiined above, Casey, Huttner, Mireskandari, Fliedlander ancl Gann

       obtained shares of Top Geal stock from Alattar by taking undue advantage of Alatlar

       and placing Aiattar under duress as explained above. These Defendants are liable for

       rescission of all ill-gotten LUXR shares under the doctrine of unjust enrichment.

                      Moneg lfad o:nd Receíued against Casey, I{uttrter,
                       Top Gear', Mír'eskandan'í, Ft'íedlond.er o:nd Go:nn

              47.    Alatlar seeks the equitable remedy of money had and received against

       Casey and   l-Iuttner.   Casey and Huttner, and theil' unnamed co-conspirators, earned

       approxirnately $3o,ooo,ooo in profits resulting from theil puìnp ancl dump scheme that

       in equily and good conscience      belongs    in part to Alattar.   Therefore, Alattar seeks
c.ì
(È     forfeiture of all ill-gotten profits received by Casey and l{uttner in connection with the
ôì
cl
 o     punlp and dump scheme.
 ôo
 d
Ê<

aô
oo
  ¡

              qB.    Alattar seeks the equitable rernedy of money hacì and received against
t'.r
æ
       Mileskandari, T<lp Gear', Fliedlander and Gann. Mireskandari, Top Gear:, Friedlander
 i.i
 c)
-.Ô
 E     and Gann received substantial considelation fol assisting Casey and Huttner in avoidíng
z
 O
       liability for the pump and cìump scheme by signing a release and waiver of claims
 o
o
 o                                                  22
Ec)
(-)
          against Casey and     I{uttner. In equity and good   conscience, the consideration received

          belongs to A-lattar. Therefore, Alattar seeks forfeiture of all consideration received by

          Mireskandari, Top Gear, Friedlander and Gann in exchange for their execution of the

          release and waiver.

                                Corrsfi'ucfiue Trus t o.go,hrct Caseg, IIutfiter,
                              Top Gean', Míreskandøú, Ft'íedlo:nd.er and. Go:ntz-

                 49.       Alattar is entitled to the equitable remedy of constructive trust with
          respect    to   Casey and   l{uttner because of their perpetration of the pump and durnp
          scheme as outlined above. Casey and Huttner committed actual fì'aud as described

          above in connection r,r'ith the reverse merger ttansaction and promises to build a viable

          business venture. This actual fraud has resulted in unjust enlichment         to Casey and
          Huttner, and their affiliates, in the form of approximately $3o,ooo,ooo in ill-gotten

          profits. Alattal    seeks the remedy of constructive   tnrst in the amount of all ill-gotten
          profits resulting frorn the pump and durnp scheme.

                 So.       Alattal is entitled to the equitable remedy of constructive trust with
          respect to Mileskandari and Top Gear because of Mireskandari's breach of special trust

          and ficluciary duty in connection witir his signing of a release and naivel of claims

          against Casey and HutLner for substantial consideration. Mireskandari has been
c.l
    o     unjustly enriched as a result of this breach of special trust and breach of fiduciary duty.
CQ
c\ì
    o     Therefore, Alattar seeks the equitable remedy of constructive trust in the amount of
    bo
    rd
a.
     I
cÕ
\c)
oê
          money received by Mireskandari and Top Gear received           fol inrproper'ly signing   the
F-
oo
          release and rn¡aiver'. Finally, Alattar seeks the equitable remecly of constructive tlust
    i-:
    {)
-o
    E     against Friedlander and Gann as a result of their concerted effoÉs to assist Casey and
z
    c)    Huttner.
    E
    o
    o
!
    c)                                                23
E
    o
(J
                                          Exernplut'y Damages

              51.     The actions of Casey, Huttner, Top Gear, A&J, Friedìander and Gann

       snrrounding the re\zeÌse merger transaction constitute fraud, malice and/or               gl'oss

       negligence. The actions of Casey, Huttnel and Mireskandari in inducing Alattar to

      transfer large blocks of LUXR shares to them constitute fraud, maìice ancl/or gross

      negìigence. The actions of Casey, Huttner, Mireskandari and Top Gear surrounding the

      offer and acceptance of the lelease and waiver similarly constitute fraud, malice, and/or

      gross negligence. Alattar thelefore seeks exemplaly damages against all Defendants

      pursuant to Chapter 4r of the Texas Cir¡il Plactice & Remedies Code.

              52.     In addition to exemplary     damages, Alattal seela   to remot'e the cap on
      exernplary damages pursuant         to   Seetion 4r.ooB(c)   of the Texas Civil Practice and
      Remedies Code, Casey, Huttner, Mireskandali and Top Gear's actions surrounding the

      signing of the release and u,aivel agreement constitute commercial bribery in violation

      of Section Bz.4g of the Texas Penal Code. Casey and Huttner's actions surrounding the

      leverse merger transaction constitute the securing of a document by deception in

      violation of Section 92,46 of the Texas Penal Code. 'l'herefore, there is no cap on

      exqmplary damages under the Texas Civil Pmctice & Remedies Code Section 4r.oo8(c).

õt
                                   DAMAGES AND JURY DEMAND
sc\          53.     A-lattar seeks actual damages, exernplary darnages, exemplary damages in
 ()
 bo
 (s
À     excess of the statutory   limitation, disgorgement of profits, atlorney's   fees, expert witness
 I

\c)
oo
F-
oo
co
      fees, costs   fol   copies and depositions, coult costs, pre-juclgment interest, and post-
co

o
 ii   judgrnent interest. Plaintiff lequests trial by jury and tendels the appropliate fee.
-o
 E
z
()
E
 o
 o
tJ
c)                                                 24
E()
O
                                      REQUBSÏ FOR RELIEF
             Alattar requests that Defendants be cited to appear and answer herein, and that

      upon a final hearing of the cause, judgment be entered for Alattar against Defendants

      for an amount to be determined at trial, plus attorneys'fees, court costs, and ple- and

      post-judgrnent intelest at the maximurn rate permitted by law, and such other and

      further relief to which Alattar may be entitled.

                                                Respectfully subrnitted,

                                                ru.usus & ScensoRoucr{ LLP


                                                By       t*-'Çaq'L,-"
                                                         I{arry L. Scalborough
                                                         State Bar No. z4oz793\
                                                       Brian Keller
                                                       State Bar No. oo784376
                                                       Mitchell A. Greene
                                                       State Bar No. z4o7959t
                                                1ool. Texas Avenue, trth Floor
                                                I{ouston, Texas TToo2
                                                (Zß) zzz-64oo
                                                (7ß) zzz-724o * Fax

                                                Attorney s for Plaíniíff Khaled Alattar




(\

c.ì
 c)
 bo
 CË
Ê<
 I
a1
\o
oo
t--
æ
CQ
c.)

ii
()
-.o
 tr
z
(J

 o
 o
H
'õ
O                                               25
Eû)
O
                                  *l
                                  -(

                       *

     I, Chris Daniel, District Clerk of Harris
     County, Texas certifli that this is a true and
     coffect copy of the original record filed and or
     recorded in my office, electronically or hard
     copy, as it appears on this date.
     'Witness
                my official hand and seal of office
     this   September 30" 2014



     Certified Document    Number:       53387863 Total Pases: 25




     t,Lør¿
     Chris Daniel, DISTRICT CLERK
     HARRIS COUNTY, TEXAS




In accordance with Texas Government      Code 406.013 electronically transmitted authenticated
documents are valid. If there is a question regarding the validity of this document and or seal
please e-mail support@hcdistrictclerk.com
TAB B
                              CAUSE NO. 2012-54501

KHALED ALATTAR,                              §           IN THE DISTRICT COURT OF
                                             §
      Plaintiff,                             §
                                             §               HARRIS COUNTY, TEXAS
v.                                           §
                                             §
KEVAN CASEY, ET AL.,                         §
                                             §
      Defendants.                            §               113th JUDICIAL DISTRICT

                PLAINTIFF’S NINETEENTH AMENDED PETITION

      Plaintiff, Khaled Alattar, files this Nineteenth Amended Petition against

Defendants, Kevan Casey, Top Gear, Inc. n/k/a Luxeyard, Inc., Jonathan Friedlander,

Scott Gann, Jonathan Camarillo, The Jonathan Camarillo Trust, Jinsun, LLC, Jeff

Lamont, William W. Bartlett, Jr., Thomas Hudson, Brompton Group NA, LLC, Doug

Shaw, Trevor Ling, Tobin Smith, Lawrence Isen a/k/a Isen Family Trust, Lance Baral,

Kay Holdings, Inc., Joseph R. Lee, Equity Highrise, Inc., Mark Trotter, Tommy Allen,

Far East Strategies, LLC, Acadia Holding Corporation, Lazy Bear, LLC, Lee Bear, LLC,

Sun Bear, LLC and OSO Capital, LLC, and would show as follows:

                           DISCOVERY CONTROL PLAN

      1.     Plaintiff intends for discovery to be conducted under Level 2 of Rule 190 of

the Texas Rules of Civil Procedure.

                                      PARTIES

      2.     Plaintiff Khaled Alattar (“Alattar”) is an individual residing in Sugar Land,

Fort Bend County, Texas.

      3.     Defendant Kevan Casey (“Casey”) has appeared and answered.

      4.     Defendant Top Gear, Inc. n/k/a Luxeyard, Inc. (“Top Gear”) has appeared

and answered.
      5.     Defendant Jonathan Friedlander (“Friedlander”) has appeared and

answered.

      6.     Defendant Scott Gann (“Gann”) has appeared and answered.

      7.     Defendant Jonathan Camarillo (“Camarillo”) has appeared and answered

herein.

      8.     Defendant The Jonathan Camarillo Trust (“Camarillo Trust”) has

appeared and answered herein.

      9.     Defendant Jinsun, LLC (“Jinsun”) has appeared and answered herein.

      10.    Jeff Lamont (“Lamont”) has appeared and answered herein.

      11.    William W. Bartlett, Jr. (“Bartlett”) has appeared and answered herein.

      12.    Thomas Hudson (“Hudson”) has appeared and answered herein.

      13.    Brompton Group NA, LLC (“Brompton”) has appeared and answered.

      14.    Doug Shaw has appeared and answered herein.

      15.    Trevor Ling has appeared and answered herein.

      16.    Tobin Smith is an individual residing in Maryland who may be served with

process at 6116 Rosemont Cir., North Bethesda, Maryland 20852. He may also be

served through his attorney, J. Randle Henderson.

      17.    Lawrence Isen a/k/a Isen Family Trust (“Isen”) has appeared and

answered herein.

      18.    Lance Baral (“Baral”) has appeared and answered herein.

      19.    Kay Holdings, Inc. (“KHI”) has appeared and answered herein.

      20.    Joseph R. Lee (“Lee”) has appeared and answered herein.

      21.    Equity Highrise, Inc. (“EHI”) has appeared and answered herein.

      22.    Mark Trotter (“Trotter”) has appeared and answered herein.

                                        2
      23.    Jeffrey A. Sater (“Sater”) has appeared and answered herein.

      24.    Tommy Allen (“Allen”) has appeared and answered herein.

      25.    Far East Strategies, LLC (“Far East”) has appeared and answered herein.

      26.    Acadia Holding Corporation (“Acadia”), is a Delaware corporation and

may be served through its registered agent The Corporation Trust Company,

Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Acadia

Holding Corporation operates under the name Acadia Financial Group and is the US

based holding corporation that owns Acadia Life International Limited and Acadia Life

Limited, which are Bermuda entities. All of these entities operate as a single business

enterprise. Upon information and belief, these entities are controlled by one of more of

the Defendants.

      27.    Lazy Bear, LLC (“Lazy Bear”) has appeared and answered herein.

      28.    Lee Bear, LLC (“Lee Bear”) has appeared and answered herein.

      29.    Sun Bear, LLC (“Sun Bear”) has appeared and answered herein.

      30.    Oso Capital, LLC (“Oso Capital”) has appeared and answered herein.

                            JURISDICTION AND VENUE

      31.    Jurisdiction and venue are proper in Harris County, Texas because

Defendant Kevan Casey is a resident of Harris County, Texas, and a substantial part of

the events or omissions giving rise to Plaintiff’s claims occurred in Harris County, Texas.

Further, Plaintiff seeks recovery in excess of the minimum jurisdictional limits of this

Court. Additionally, Top Gear has had sufficient contacts with the State of Texas and

has purposefully availed itself of the laws of this State.      To subject Top Gear to

jurisdiction in Texas would not offend traditional notions of fair play and justice. The

causes of action against Top Gear arise out of Top Gear’s contacts with this State. The

                                          3
non-resident defendants have had sufficient contacts with the State of Texas and has

purposefully availed itself of the laws of this State. Each out-of-state Defendant gave

express authority to an in-state agent to act on their behalf. Moreover, each out-of-state

Defendant accepted the benefits of conduct and contacts of the in-state perpetrator.

                                                                                                                                                                                                                                            SUMMARY

                                                      32.                                                    This is a suit for fraud and related claims arising out of an illegal “pump

and dump” stock scheme.1 A&J concedes this case involves a pump and dump.

                                                      33.                                                    Defendants’                                                                                                           carefully-orchestrated   plan   involved   a   conspiracy   to

fraudulently acquire the stock of a small publicly traded company, then artificially

inflate – or “pump” – the price of its shares through aggressive advertising, only to then

rapidly sell – or “dump” – the stock at the inflated price. While such crimes are

unfortunately quite prevalent, what makes this particular scheme unusual is that the

underlying company was a legitimate business. The fraud in this instance was not so

much on an unsuspecting public as on the company’s co-founders – Alattar and

Mireskandari – whose business was essentially hijacked by Defendants. The stock chart

for Luxeyard and the stock chart for Casey’s previous pump and dumps prove Casey

committed fraud when he spoke to Alattar.




	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
1      http://www.sec.gov/answers/pumpdump.htm

                                                                                                                                                                                                                                                4
                                                                                                                                                                                                                                                                                                                                   Safari Power Saver
                 0.06 -9.86%
                                                                                                              0.27 0.00%                                                                                                                Safari Power Saver                                                                         Click to Start Flash
     Save as Watchlist
     SPONSORED BY                                                                                 STTH:US                                                                                                                               Click to Start Flash                                                                       Plug-in
                                                                                                                                                                                                                                        Plug-in


                                                                                                                                       All Energy Corp.
                                                                                                              0.30 0.00%


                                      Quest Water Global, Inc.                                    BERX:US
                                                                                                             0.06 -9.86%
                                                                                                 Save as Watchlist
                                                                                                                                                                                                                                     Bering Exploration, Inc.
                                                                                                 SPONSORED BY




                                                                              93.6% Drop                                                                                              94% Drop                                                                                         95% Drop



                 0.12 -23.33%                                                                                     0.00 0.00%                                                                                     0.03 0.00%           Safari Power Saver                                                                    Safari Power Saver
                                                                                                                                       Safari Power Saver
       AFSE:US                                                                                         QWTR:US                         Click to Start Flash                                          PMAH:US                          Click to Start Flash                                                                  Click to Start Flash
                    0.03 0.00%                                                                                    0.27 0.00%           Plug-in                                                                   0.00 0.00%           Plug-in                                                                               Plug-in

                                                                                                                                                                                                                                   China Electronic Holdings, Inc.
       PMAH:US                                                                                         STTH:US                                                                                       QWTR:US


       QWTR:US
                    0.00 0.00%
                                    China Modern Agricultural                                          BERX:US
                                                                                                                  0.30 0.00%
                                                                                                                                   China Global Media, Inc.                                          STTH:US
                                                                                                                                                                                                                 0.27 0.00%




                                         Information Inc.
                    0.27 0.00%                                                                                    0.06 -9.86%                                                                                    0.30 0.00%
      Save as Watchlist                                                                                Save as Watchlist                                                                            Save as Watchlist             Snapshot for Bering Exploration Inc (BERX)
      SPONSORED BY               Snapshot for Quest Water Global Inc (QWTR)                            SPONSORED BY          Snapshot for All Energy Corp (AFSE)                                    SPONSORED BY
                                                                                                                                                                                                                                 Today Open:                                0.0601         52wk Range:         0.0400 - 0.6350
                                 Today Open:                                  0.3000       52wk Range:                       Today Open:
                                                                                                                               0.0110 - 0.7280                                    52wk Range:                       0.0130 - 0.1500
                                                                                                                                                                                                                                  Previous Close:                           0.0700         Volume:                         9,526
                                                                                                                             Previous Close:                         0.0320       Volume:                                      1,000
                                 Previous Close:                              0.3000       Volume:                                      28,445
                                                                                                                                                                                                                                 Day's Range:                       0.0601 - 0.0700        1-Yr Rtn:                  -64.94%
                                                                                                                             Day's Range:                                     -   1-Yr Rtn:                                -68.47%
                                 Day's Range:                      0.2001 - 0.3000         1-Yr Rtn:                                  -46.00%

                                                                                 82% Drop                                                                                          91% Drop                                                                                          96.7% Drop


           0.07 0.00%                                                                                        0.30 0.00%                                                                                      0.32 0.00%
                                                                                                                                        Safari Power Saver                                                                                                                                                                  Safari Power Saver
CGLO:US                                                                                           BERX:US                               Click to Start Flash                                      CEHD:US                                                                                                                   Click to Start Flash
          0.12 -23.33%                                                                                       0.06 -9.86%                Plug-in                                                              0.07 0.00%                                                                                                     Plug-in
                                                                                                 Save as Watchlist
AFSE:US                                                                                                                                                                                           CGLO:US

                                                                                                                                     PlasmaTech, Inc.
                                                                                                 SPONSORED BY



PMAH:US
          0.03 -12.50%
                                   Weikang Bio-Technology
                                 Snapshot for China Modern Agricultural Information Inc (CMCI)
                                                                                                                                                                                                  AFSE:US
                                                                                                                                                                                                            0.12 -23.33%
                                                                                                                                                                                                                                 Armco Metals Holdings, Inc.
                                                                                                                                 Snapshot for China Global Media Inc (CGLO)
           0.00 0.00%
Save as Watchlist
SPONSORED BY
                                       Group Co, Inc.
                                 Today Open:                           0.3173      52wk Range:                        0.1000 - 0.4000
                                                                                                                                  Today Open:                          0.1150       52wk Range:
                                                                                                                                                                                                            0.03 -12.50%
                                                                                                                                                                                                                                Snapshot for China Electronics Holdings Inc (CEHD)
                                                                                                                                                                                                  Save as Watchlist0.0750 - 0.2400
                                                                                                                                                                                                  SPONSORED BY
                                                                                                                                                                                                                                 Today Open:                                          52wk Range:        0.0108 - 0.2700
                                 Previous Close:                       0.3173      Volume:                                       200
                                                                                                                                 Previous Close:                       0.1500       Volume:                                     500
                                                                                                                                                                                                                                 Previous Close:                        0.0700        Volume:                     8,100
                                 Day's Range:                  0.3173 - 0.3173     1-Yr Rtn:                                 -16.50%
                                                                                                                                  Day's Range:                 0.1150 - 0.1150      1-Yr Rtn:                              -11.54%
                                                                                                                                                                                                                                Day's Range:                                     -    1-Yr Rtn:                        -

                                                                                 78% Drop                                                                                             80% Drop                                                                                       69.9% Drop




                           Snapshot for Weikang Bio-Technology Group Co Inc (WKBT)                                          Snapshot for PlasmaTech Inc (PMAH)
                                                                                                                                                                                                                              Snapshot for Armco Metals Holdings Inc (AMCO)


                                 1.                 Their prior pump and dumps;
                           Today Open:                              0.0451       52wk Range:                          0.0301 Today  Open:
                                                                                                                             - 0.2099                                             52wk Range:                      0.0003 - 0.0035
                                                                                                                                                                                                                             Today Open:                               0.4500        52wk Range:         0.1800 - 0.6400
                           Previous Close:                          0.0451       Volume:                                    Previous
                                                                                                                             11,000 Close:                          0.0007        Volume:                                     7,500
                                                                                                                                                                                                                              Previous Close:                          0.4499        Volume:                     36,865
                           Day's Range:                     0.0451 - 0.0451      1-Yr Rtn:                                  Day's Range:
                                                                                                                            -78.51%                                       -       1-Yr Rtn:                                       -
                                                                                                                                                                                                                              Day's Range:                     0.4200 - 0.4500       1-Yr Rtn:                 +26.81%



                                                                          The pumps:

                                                                          a)                         that the stock price for their AFSE investment rose 6.333% over 25
                                                                                                     trading days;

                                                                          b)                         that the stock price for their CGLO investment rose 570% over 14
                                                                                                     trading days;

                                                                          c)                         that the stock price for their QWTR investment rose 129% over 41
                                                                                                     trading days;

                                                                          d)                         that the stock price for their BERX investment rose 540% over 83
                                                                                                     trading days;

                                                                          e)                         that the stock price for their CEHD investment rose 128% over 56
                                                                                                     trading days;


                                                                                                                                                                         5
            f)     that the stock price for their CMCI investment rose 167% over 7
                   trading days and then another 93.3% over 12 trading days;

            g)     that the stock price for their CNAM investment rose 198% over 24
                   trading days;

            h)     that the stock price for their WKBT investment rose 63.6% over 15
                   trading days and then another 52.9% over 8 trading days;

            i)     that the stock price for their PMAH investment rose 900% in 8
                   trading days.

            The dumps:

            a)     that the stock price for their AFSE investment dropped 94.3% over
                   12 trading days;

            b)     that the stock price for their CGLO investment dropped 91% over
                   50 trading days;

            c)     that the stock price for their QWTR investment dropped 93.6% over
                   132 days;

            d)     that the stock price for their BERX investment dropped 95% over
                   122 trading days;

            e)     that the stock price for their CEHD investment dropped 96.7% over
                   175 trading days;

            f)     that the stock price for their CMCI investment dropped 82% over
                   43 trading days;

            g)     that the stock price for their CNAM investment dropped 69.9% over
                   77 trading days;

            h)     that the stock price for their WKBT investment dropped 78% over
                   77 trading days;

            i)     that the stock price for their PMAH investment dropped 80% over
                   24 trading days.

      34.   The success of Defendants’ pump and dump scheme is illustrated by the

chart below, showing the track record of this “penny stock” during the relevant time

period:


                                       6
                                                      35.                                                    The dramatic rise – and later fall – of the stock price as shown in the above

chart resulted in an approximately $30,000,000.00 windfall in just 60 days. The

maximum amount of Plaintiff’s recovery pursuant to disgorgement of profits is

approximately this amount. This pump and dump, and many others just like it, are

evidence of Defendants’ state of mind at the time this made the representations

discussed below.                                                                                                                                                Defendants, and other unnamed co-conspirators, reaped a huge

benefit at Alattar’s expense, whose own stock was restricted and thus could not be sold.

Notably, Defendants profited through the use of dummy companies they formed, which

were alter egos of Defendants, and which Defendants controlled for purposes of reaping

these profits. Alattar seeks actual damages and, in equity, disgorgement of profits to

prevent Defendants’ unjust enrichment.

                                                                                                                                                                                                                                   FACTUAL BACKGROUND

                                                      36.                                                    LuxeYard is an online purveyor of luxury goods that follows the “flash

sale” retail model used by Ruelala.com, Gilt.com, OneKingsLane.com and others. 2


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
2        http://www.luxeyard.com/living/about

                                                                                                                                                                                                                                          7
Alattar conceived of the idea for LuxeYard in December 2010 and pitched it to a

business associate – Mireskandari – with whom Alattar shared office space. Impressed

with the concept, Mireskandari partnered 50/50 with Alattar to form LY Retail LLC

(“LY”) to develop Alattar’s idea. The purpose of the company was simple: to own and

operate an e-commerce website through which LY could sell luxury home goods using

the “flash sale” retail model.   Alattar was responsible for acquiring the domain,

branding, website development, incorporation, and developing a detailed business plan.

Mireskandari was responsible for lining up future product suppliers and generating

industry buzz for their new venture. The domain www.luxeyard.com became active in

May 2011.

      37.    In August 2011, as Alattar’s idea went from concept to reality, Alattar and

Mireskandari agreed that LY needed additional capital to become fully operational and

for future growth. To accomplish this goal, Mireskandari was placed in touch with

Casey, who was represented to Mireskandari as being a knowledgeable and reputable

businessman with experience in raising capital. Unknown to Alattar and Mireskandari,

Casey was previously involved in other pump and dump schemes, but failed to disclose

this material fact. It did not take long for Casey, and presumably others acting in

concert with him, including Friedlander and Gann, to see the potential to scam Alattar

and Mireskandari. By the end of August 2011, Casey sketched out a detailed plan –

undisclosed to Alattar and Mireskandari – to pump and dump future LY stock.

      38.    Casey outlined what sounded like a simple, honest mechanism by which

LY could obtain the financing it needed by going public. The plan, as explained to

Alattar and Mireskandari, was to turn LY into a publicly traded company through a



                                         8
reverse merger.3 A reverse merger is an SEC-authorized means of taking a private

company public in a relatively short period of time and with substantially less hassle

than an initial public offering.                                                                                                                                                                                                   A reverse merger occurs when a private operating

company wishing to go public is acquired by a non-operating, public “shell” corporation.

Typically, the owners of the private operating company exchange their ownership

interest in the private company (in this case, LY) for the outstanding shares of the public

company (in this case, Top Gear). After the “merger,” the public company changes its

name to that of the previously private company and begins operating as such, precisely

what occurred in this case.

                                                      39.                                                    In this case, the proposed shell company was a Delaware corporation

named Top Gear. Casey represented to Alattar and Mireskandari that reverse merging

with Top Gear would provide funding for LY, allow LY to increase operations and grow

its business, and access capital markets. Casey contends that at all times, everything he

did and failed to do was through Jinsun.

                                                      40.                                                    Additionally, Mireskandari and Alattar produced their business plan to the

Casey team in August 2011, and although the Casey team provided comments thereto,

the Casey team never mentioned that the entire plan was impossible in light of the

looming pump and dump known only to the Casey team. On the contrary, the Casey

team said they were agreeable to funding the proposed plan – not one that recognized a

short-lived company used for purposes of a pump and dump scheme.

                                                      41.                                                    Casey characterized the end game as one in which Top Gear would, in the

future, become a premier web-based group-buying retailer of luxury products at deep

discounts to retail prices. To accomplish this goal, he represented that Top Gear would
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
3        http://www.sec.gov/investor/alerts/reversemergers.pdf

                                                                                                                                                                                                                                         9
initially acquire a strong subscriber base, and thereafter, attract recognizable merchants.

Casey said that the initial plan was to offer household goods and related items, and then,

over time, Top Gear would expand its offerings to include a broad scope of products.

Through his meetings with Alattar and Mireskandari, not to mention written material,

Casey distinguished steps that Top Gear would take in the first twelve months, from

those that would be taken in the following years, and likewise, from those that would be

taken many years down the road. These representations, made by Casey and A&J, were

completely false and made with the intent to induce Alattar and Mireskandari into

executing the reverse merger transaction. Casey and A&J’s actual intent was to use LY

and Top Gear to perpetrate a quick pump and dump scheme with the help of

Friedlander and Gann. Had Alattar known Casey’s actual intent was to dump their

shares a few months later, he would not have sold his interest in LY to Top Gear.

        42.   The specifics of the events leading up to the reverse merger are as follows.

After several conference calls and emails, on or about August 28, 2011, Casey proposed a

deal.    Then, at this time, Defendants themselves valued Plaintiff’s creation at

$3,000,000. Alattar received a term sheet relating to the proposed deal on September

7, 2011. LY and Casey’s company, Far East Strategies LLC, (Casey’s company) executed

the term sheet on September 18, 2011.

        43.   Casey referred Alattar, Mireskandari and LY to the law firm of A&J, who

they subsequently hired to consummate the transaction. Unbeknownst to Alattar and

Mireskandari, their attorneys were not only fully aware of Casey’s actual intentions, but

intended to assist him in the scheme to defraud Alattar and Mireskandari. In a brazen

act of fiduciary malfeasance, A&J papered all sides of the transaction – the pre-merger

acquisition of Top Gear by Casey, Friedlander, Gann, and their affiliates, the

                                          10
distribution of Top Gear shares, the reverse merger, the shareholder agreements, and all

of the pre- and post-merger SEC filings – all while never disclosing to Alattar and

Mireskandari that Casey, Friedlander and Gann, and their affiliates intended to defraud

them. A&J assisted Casey on other pump and dumps.

      44.    The reverse merger was executed on November 8, 2011. Unbeknownst to

Alattar, Mireskandari and LY, A&J was simultaneously representing Casey in

connection with their plans to use Top Gear to perpetrate the pump and dump scheme.

A&J denied this representation on October 27, 2011. In fact, A&J represented Casey in

their acquisition of Top Gear on November 7, 2011; that is, the day before Top Gear

acquired LY in the reverse merger. In other words, Casey, Friedlander and Gann (Texas

residents), and their affiliates, had, with A&J’s direction and purposeful assistance,

already obtained all of the ostensibly unrestricted, or free trading, stock in the shell

company that was supposed to be merged with LY. Thus, Casey and his team (Texas

residents) controlled Top Gear prior to the November 8, 2011.             The resulting

arrangement materially differed from the one represented to Alattar and Mireskandari.

      45.    Not long after Top Gear changed its name and stock symbol, Casey, with

the help of A&J, and Friedlander, financed and executed an aggressive marketing

campaign designed to artificially inflate the price of LUXR stock. In that effort, they

were very successful. Shortly thereafter, Casey, Friedlander, Gann, and their affiliates,

dumped a large volume of supposedly unrestricted shares — shares that should have

been restricted. As expected, following a massive sell-off, the stock price plummeted to

$.10. Instead of aiding LY in many years of continued growth by going public and

raising operating capital as they had represented to Alattar and Mireskandari, Casey –

and his co-conspirators – pocketed enormous profits through the pump and dump

                                         11
scheme, and left Alattar and his legitimate business venture at the bottom of a death

spiral from which it may never recover. The co-conspirators included Friedlander and

Gann. From Alattar’s perspective, the entire purpose of the transaction was completely

frustrated. From Defendants’ perspective, it was a huge success, albeit at Alattar’s

expense. Put simply, had Alattar known of Defendants’ true intentions, he would never

have agreed to sell his interest in LY, which would instead have pursued a legitimate

business transaction.

       46.    As to the overwhelming evidence that A & J breached its fiduciary duty to

Alattar in many ways, A & J:

   •   failed to inform Alattar that he should hire independent counsel to determine if
       Alattar’s interests were materially and directly adverse to the interests of A & J’s
       other clients;

   •   failed to inform Alattar that he should hire independent counsel to determine if A
       & J’s representation of him reasonably appeared to be adversely limited by A &
       J’s responsibility to another client;

   •   failed to inform Alattar that he should hire independent counsel to determine if A
       & J’s representation of him reasonably appeared to be adversely limited by A &
       J’s responsibility to A & J’s own interests;

   •   never told Alattar that A & J had previously represented Casey and his team on
       other matters substantially related to the transaction at issue; that is the
       Securities and Exchange Agreement;

   •   never told Alattar that although Alattar would be locked up for 18 months, and
       thereby prevented from selling his shares for 18 months, the other parties to the
       transaction were not subject to the same restriction;

   •   never told Alattar that the mere fact that he was the only purported signatory
       subject to an 18 month lock up agreement was a red flag that the other parties to
       the transaction would take advantage of him and ultimately dump their shares in
       LuxeYard;

   •   never provided Alattar with a complete copy of the relevant document- the
       Securities Exchange Agreement;



                                          12
•   never talked to Alattar to confirm that the document A & J prepared- the
    Securities Exchange Agreement- was consistent with what the other parties to the
    transaction (A & J’s other clients) had told Alattar as far as the material terms
    and conditions were concerned;

•   never told Alattar that the Securities Exchange Agreement was extremely
    unfavorable to Alattar, and very favorable to A & J’s other clients;

•   never provided Alattar with the written and oral information A & J received from
    A & J’s other clients so that A & J could prepare the Securities Exchange
    Agreement;

•   never informed Alattar that A & J was in a position of “conflict of interest” and
    that Alattar needed independent counsel to evaluate the Securities Exchange
    Agreement.;

•    never informed Alattar of the significance of the “Waiver of Reliance” provision
    in the Securities Exchange Agreement (which Alattar also never saw);

•   failed to inform Alattar that A & J was representing Casey on other substantially
    related transactions at the same time A & J represented Alattar and Casey on the
    transaction at issue;

•   failed to inform Alattar of the significance of the term “insider” contained in the
    term sheet;

•   failed to obtain from Alattar all of the documents he received from Casey, so that
    A & J could confirm that the Securities Exchange Agreement comported with
    what Alattar had been promised;

•   failed to investigate and determine whether the parties with whom Alattar was
    entering into the Securities Exchange Agreement had been involved in other
    pump and dump schemes;

•   failed to inform Alattar that A & J knew Casey had been involved in other penny
    stock pump and dump schemes. Upon information and belief, Defendants were
    involved in numerous other “pump and dump” schemes in violation of state laws,
    federal laws, and SEC regulations;

•   failed to inform Alattar of the disadvantages of an 18 month lock up agreement
    whereby no other party to the transaction is subject to the same restriction;

•   never informed Alattar that on the same day he was selling his interest in LY to
    Top Gear, A & J was drafting documents that gave control of Top Gear to Casey
    and three individuals under SEC permanent injunctions- Mark Trotter, Scott
    Gann and Larry Isen;

                                      13
                           •                          concealing the fact that three days after the Securities Exchange Agreement
                                                      became effective, Casey instructed A & J to transfer massive amounts of Top Gear
                                                      stock to Casey and his inner circle so that would be in an ideal position to pump
                                                      and dump the stock at an enormous profit;

                           •                          concealing the fact that it was drafting the stock purchase agreements pursuant
                                                      to which Casey and his inner circle acquired massive amounts of Top Gear stock
                                                      from Israeli shareholders (assuming they even exist) at the exact time A & J was
                                                      drafting an 18 month lock up agreement for Alattar;

                           •                          concealing the fact it provided information it knew to be false to the transfer
                                                      agent so that Casey and his inner circle could amass control of the unrestricted
                                                      shares Top Gear (which later became LuxeYard);

                           •                          improperly advised Alattar on February 13, 2012 that Casey was not an “affiliate”
                                                      of LuxeYard;

                           •                          failed to advise Alattar as to the meaning and import of the term “affiliate” in the
                                                      letter dated February 13, 2012;

                           •                          failed to advise Alattar that he needed separate counsel to determine if, in fact,
                                                      Casey was an “affiliate” of LuxeYard;

                           •                          failed to inform Alattar that, with respect to the email dated February 13, 2012, A
                                                      & J was in position of “conflict of interest” and that A & J was advocating in favor
                                                      of one client (Casey), at the expense of another (Alattar); and

                           •                          failed to inform Alattar that he needed independent counsel to determine if A & J
                                                      was called upon to espouse a position adverse to Alattar’s interests in the email
                                                      dated February 13, 2012.

                                                      47.                                                    It should be noted that:

                                                      1.                                                     Rule 1.06(b)(1) prohibited A & J from representing two clients whose
                                                                                                             interests were “materially and directly adverse”;4

                                                      2.                                                     Rule 1.06(b)(2) prohibited A & J from representing Alattar because A & J’s
                                                                                                             representation was “adversely limited” by A & J’s responsibilities to
                                                                                                             another client;

                                                      3.                                                     Rule 1.06(b)(2) prohibited A & J from representing Alattar because A & J’s
                                                                                                             representation was “adversely limited” by A & J’s own financial interests;


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
4        The following “Rules” refer to the Texas Disciplinary Rules of Professional Conduct.

                                                                                                                                                                                                                                   14
                 4.                Rule 1.06(d) and Rule 1.07(b) prohibited A & J from representing Casey in
                                   a dispute between Casey and A & J’s other clients;

                 5.                Rule 1.07(b) prohibited A & J from acting as an intermediary between
                                   Casey and Alattar in the formation of new entities without consulting with
                                   Alattar on the relevant considerations and decisions he needed to make;

                 6.                Rule 1.07(a) prohibited A & J from representing multiple parties in the
                                   drafting of various documents without explaining the implications of
                                   common representation to Alattar and obtaining written consent to the
                                   common representation; and

                 7.                Rule 1.08(a) and Rule 1.06(b)(2) prohibited A & J from representing
                                   Alattar without disclosing A & J was representing Casey on other matters
                                   at the same time.

                                                                                             CAUSES OF ACTION5

                                          Common Law Fraud by Friedlander and Casey,
                                           Jinsun, Top Gear, and Friedlander and each
                                                  of the companies they control

                 48.               Plaintiff                   incorporates                           all          allegations                       contained                        in         the           foregoing

paragraphs.

                 49.               A&J, Casey, and Friedlander, individually and on behalf of Top Gear,

committed fraud by making material misrepresentations to Alattar leading up to the

reverse merger transaction between Top Gear and LY, which they knew to be false or, as

admitted by A&J under oath, asserted recklessly without knowledge of their falsity. At

the time these representations were made, Casey and his affiliates owned a controlling

interest in Top Gear. The false material representations made to Alattar included the

following:

                                   a.                                                                                                                               the Top Gear-LY reverse merger would be for the purpose of raising
                                                                                                                                                                    capital for LY, allowing LY to increase operations and grow the
                                                                                                                                                                    business for years to come, and further allowing LY access to capital
                                                                                                                                                                    markets (and potentially more funding) in the future;
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
5	  These claims exist pursuant to Sections 101.463(b) and (c) of the Texas Business Commerce Code.
These claims are asserted in Alattar’s individual capacity.

                                                                                                            15
             b.     Casey would provide $500,000 in working capital to LuxeYard
                    upon completion of the reverse merger;

             c.     Casey would provide $500,000 for the acquisition of a public shell;

             d.     Casey would provide $500,000 to raise market awareness of
                    LuxeYard’s business so LuxeYard could raise capital; and

             e.     upon completion of the reverse merger, all shares held by officers
                    and insiders would be “locked-up,” i.e., unable to be sold, for 18
                    months after the closing date.

None of these statements were true. Indeed, Casey always (and secretly) intended to

dump his shares in LuxeYard within a matter of months.

      50.    These representations were made through the term sheet provided to

Alattar as well as several conference calls and emails to Alattar directly, or to

Mireskandari with the intent that the information be relayed to Alattar.            These

representations were material in that a reasonable person would attach importance to

and be induced to act on the information in determining whether to enter into the

reverse merger transaction. These representations were false in the following ways: (1)

the true purpose of the reverse merger was not for the benefit of LY, but for the purpose

of perpetrating a quick pump and dump scheme for the benefit of Casey and his

affiliates; (2) Casey did not provide the working capital as represented; (3) any money

invested by Casey for marketing was not used for the legitimate purpose of promoting

the new company, but was instead used to artificially inflate LUXR stock so it could be

quickly sold in a massive illegal share dump; and (4) Casey and his affiliates – clearly an

“insider” within the meaning of the term sheet – did not lock-up his shares, but instead

sold them in huge blocks that severely damaged LUXR’s share price and reputation.




                                          16
      51.    Additionally, Mireskandari and Alattar produced their business plan to the

Casey team in August 2011, and although the Casey team provided comments thereto,

the Casey team never mentioned that the entire plan was impossible in light of the

looming pump and dump known only to the Casey team. On the contrary, the Casey

team said they were agreeable to funding the proposed plan – not one that recognized a

short-lived company used for purposes of a pump and dump scheme.

      52.    These Defendants’ actions immediately following the reverse merger and

the subsequent success of the pump and dump scheme make it clear that the

misrepresentations were made to Alattar with knowledge of their falsity. Casey made

the misrepresentations to Alattar with the intent that they be acted upon. Specifically,

the misrepresentations were made with the intent that Alattar would be induced into

executing the reverse merger. Alattar relied upon these misrepresentations in agreeing

to the reverse merger and would not have entered into that transaction had he known

the true intent of Casey. Alattar has been injured as a result of this fraud, and seeks

disgorgement of all ill-gotten profits obtained by these Defendants as a result of the

fraud. In addition, Alattar seeks actual damages.

      53.    Casey and Friedlander committed fraud by making false material

representations to Alattar in connection with certain stock purchase agreements,

whereby Alattar was induced into transferring his shares of Top Gear to Casey after that

merger. Casey represented to Alattar that Alattar had an obligation to raise money for

LuxeYard, and because of his alleged failure to do so he must give up his shares to him.

Casey represented that he would use the shares Alattar gave up to raise additional

capital. In fact, Casey distributed these shares to his affiliates or kept them for own

benefit in furtherance of the pump and dump scheme. These representations were false

                                         17
when made and were intended to induce Alattar to give up valuable shares for little to

no consideration.     Alattar relied on these representations and would not have

transferred his shares had he known that Casey intended to use the shares for his own

benefit instead of the benefit of the company. Alattar would not have relinquished these

shares had he known that he had no obligation to raise capital.

      54.      Defendants committed fraud by making material misrepresentations to

Alattar leading up to the reverse merger transaction between Top Gear and LY, which he

knew to be false or asserted recklessly without knowledge of its falsity. Alattar has been

injured as a result of this fraud. Alattar seeks damages equal to the 50% ownership

interest in the enterprise that he gave up in consideration for the reverse merger

transaction.

      55.      Defendants   further   committed    fraud   by     making   false   material

representations, both individually and on behalf of LuxeYard as its executive, in

connection with certain stock purchase agreements, whereby Alattar was induced into

transferring more than half of his LUXR shares. Casey represented to Alattar that

Alattar had an obligation to raise money for LuxeYard, and because of his failure to do

so he must transfer his shares to others. These representations were false when made

and were intended to induce Alattar to relinquish valuable shares for little to no

consideration.

      56.      Friedlander misrepresented and actively concealed his purported

experience, his advertised skill set, the nature of the individuals with whom he would be

working, that they were known criminals, his previous involvement with A&J, his

opinions regarding Luxeyard’s expected revenue, that he was involved in prior pump

and dumps, that he participated in hand-picking employees who were advertised as

                                         18
strangers (when they were not) and more. Gann actively concealed the prior pump and

dumps, that he was fined and penalized by the Fifth Circuit as follows:

   •   “The district court found Gann not credible and determined that he had violated
       Section 10(b) and Rule 10b-5;”

   •   “Gann and Fasciano opened 21 accounts for nine HCM affiliates, albeit the
       investors in each were the same;”

   •   “After receiving a block notice, Gann and Fasciano would switch the identifier
       number they were using, enabling them to continue trading, at least
       temporarily;”

   •   “The material misstatements at issue are Gann’s use of different and varying
       client account numbers to disguise the frequency and magnitude of HCM’s
       trading in the various funds;”

   •   “The district court held that Gann’s practice of switching identifying broker and
       client account numbers constituted materially misleading statements in violation
       of the securities laws;”

   •   “The SEC’s proof that Gann’s use of different numbers to conduct his trades
       demonstrated that he did not want the fund companies catching on this his
       trading practices;”

   •   “In one instance, Fasciano traded a Goldman Sachs fund three times and received
       a block notice, yet he and Gann placed five more trades under a difference
       number, received two more block notices, and still continued placing trades;”

   •   “We view the SEC’s characterization of the use of multiple registration and
       account numbers as ample evidence of an intent to mislead;”

   •   “The SEC’s chief evidence of Gann’s intent to deceive was his use of numerous
       account and registration numbers that actually represented his (and Fasciano’s)
       work for HCM. The SEC contended that Gann’s efforts were meant to circumvent
       the funds’ regulations for his own gain and that of his customer;” and

   •   “For the foregoing reasons, the judgment of the district court is AFFIRMED.”

Gann also concealed his plan to trade on material nonpublic information.

       57.   Alattar also contends Friedlander (and Equity Highrise) and Gann (and

his companies) aided and abetted by overtly assisting Casey in obtaining shares beneath


                                         19
the 10% restriction while in fact controlling much more. Friedlander also assisted Casey

by, as shares were sold throughout 2012, misrepresenting the value of the shares by

concealing what was known only to Friedlander and Casey, but not Alattar. Friedlander

and Gann also concealed the fact that they were uniquely aware of inside information

about the status of the issues (Top Gear and Luxeyard) each time Alattar was asked to

invest more in the company. Friedlander and Gann had actual and general awareness of

their role in tricking Alattar into the SEA as well as the series A-D financing because

they participated in many prior pump and dumps with Casey and other known

criminals. When they acted, wrote, communicated and concealed material facts from

Alattar, they did so with intent to deceive Alattar. All of these communications were to

Alattar and/or they had a reason to expect the communications would be presented to

Alattar.   The above conduct substantially assisted Casey and the other insiders in

facilitating the illegal pump and dump and in helping Casey avoid the restrictions placed

on beneficial owners of greater than 10% on a company’s outstanding shares. See 15

U.S.C. § 78p; 17 C.F.R. § 240.16a-1; 15 U.S.C. §78m(d)(3); Anslow Deposition at pp. 134,

226. They also assisted Casey in tricking Alattar (and others) into making subsequent

investments. They also made misrepresentations in the representations and warranties

they signed in the Subscription Agreement, including:

   •   “There is no Action pending against, or to the Knowledge of such Investor,
       threatened against or affecting, such Investor by any Governmental Authority or
       other Person with respect to such Investor that challenges, or may have the effect
       of preventing, delaying, making illegal, or otherwise interfering with, any of the
       transactions contemplated by this Agreement.”

   •   “Such Investor is acquiring such the Securities proposed to be acquired
       hereunder for investment for its own account and not with a view to the resale or
       distribution of any part thereof, and such Investor has no present intention of
       selling or otherwise distributing such Securities, except in compliance with
       applicable securities Laws.”

                                         20
   •   “Such Investor further acknowledges that if the Securities are issued to such
       Investor in accordance with the provisions of this Agreement, such Securities
       may not be resold without registration under the Securities Act or the existence of
       an exemption therefrom.”

   •   “Such Person will not sell or otherwise transfer the Securities, unless either (A)
       the transfer of such securities is registered under the Securities Act or (B) an
       exemption from registration of such securities is available.”

   •   “Such Investor has not directly or indirectly, nor has any person acting on behalf
       of or pursuant to any understanding with such Investor, engaged in any
       transaction in the securities of the Company (including, without limitation, Short
       Sales involving the Company’s securities) since the time that such Investor was
       first contacted by the Company regarding the investment in the Company
       contemplated herein.”

       58.   In addition, Friedlander and Gann knowingly cashed the proceeds of the

illegal enterprise. U.S. v. Salmonese, 352 F.3d 608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d

449 (5th Cir. 2001); U.S. v. Girard, 744 F.2d 1170, 1171 (5th Cir. 1984). They also

knowingly refused to provide documents and knowingly took positions in open court on

the record that were the exact opposite of what their lawyer was told from the California

bankruptcy lawyer hired to represent Casey and Gann. Finally, it was unlawful to trade

stock on material nonpublic information and, a conspiracy may be based on lawful

conduct through unlawful means. Their overt acts need not “be” the unlawful act or

controlling fact.   Conspiracy involves participation in a tort and does not require

independent liability.

       59.   The above conduct was performed by assisting or encouraging; assisting or

participating; or concert of action under Restatement (Second) of Torts §876, and each

aider and abettor had actual knowledge of the conduct of the primary actor and its

effects. Each aider and abettor substantially assisted the primary actor(s) by concealing

material facts, artificially inflating trading volume through fake accounts, shorting the


                                         21
very stock they promoted, by trading on material nonpublic information, distributing

secret free trading shares, and knowing cashing and retaining the ill gotten profits

(which alone is a sufficient overt act to compose liability). U.S. v. Salmonese, 352 F.3d

608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d 449 (5th Cir. 2001); U.S. v. Girard, 744 F.2d

1170, 1171 (5th Cir. 1984). Each aider and abettor also substantially assisted the primary

actor(s) by attempting to avoid “affiliate” status, concealing the background of the

officers they hand picked, conspiring with A&J, engaging in a secret and self funded

media blitz that contained misrepresentations, and selling all of their shares at a pre-

determined time.

             Fraud by Nondisclosure against Casey, Jinsun,
   Top Gear, Friedlander, Gann and each of the companies they control

      60.     Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

      61.     A&J, Casey, Friedlander, and Gann, individually and on behalf of Top

Gear, committed fraud by nondisclosure in connection with the reverse merger

transaction by failing to disclose new material information when that material

information made earlier representations misleading or untrue. In this case, Casey,

Friedlander, and Gann made material representations to Alattar as described above.

Those representations became misleading and untrue before the reverse merger took

place because Casey knew that he would not be involved in LuxeYard for more than a

few months, much less many years, they knew they would not be subjecting themselves

to any lock-up agreements as they had previously agreed, and they knew that the stated

purpose of the reverse merger was actually to perpetrate a rapid pump and dump

scheme. Casey knew that Alattar was ignorant of the facts concerning the lock-up


                                           22
agreements and the quick pump and dump scheme and did not have an equal

opportunity to discover the truth. Moreover, Defendants were deliberately silent and

failed to disclose these facts with the intent to induce Alattar to enter into the reverse

merger transaction and continually build a viable company for years to come. In this

regard, Alattar acted in reliance on the omission or concealment and suffered injury as a

result of acting without knowledge of the undisclosed facts. Alattar seeks disgorgement

of all ill-gotten profits resulting from the fraud by nondisclosure as well as actual

damages.

       62.    A&J failed to correct all of the statements it made in the transaction

documents, which documents were based on A&J legal judgment and discretion.

Defendants committed fraud by nondisclosure in connection with the reverse merger

transaction by failing to disclose new material information when that material

information made earlier representations misleading or untrue.                 In this case,

Defendants made material representations to Alattar as described above. Defendants

knew that Alattar was ignorant of the facts concerning the lock-up agreements and did

not have an equal opportunity to discover the truth. Moreover, they were deliberately

silent and failed to disclose these facts with the intent to induce Alattar to enter into the

reverse merger transaction. In this regard, Alattar acted in reliance on the omission or

concealment and suffered injury as a result of acting without knowledge of the

undisclosed facts. Alattar seeks disgorgement of profits and his actual damages.


              Statutory Fraud against Gann, Casey, Jinsun,
     Top Gear and Friedlander and each of the companies they control

       63.    Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

                                           23
       64.    Casey, Gann, and Friedlander, individually and on behalf of Top Gear,

committed statutory fraud in violation of Texas Business & Commerce Code Section

27.01 in connection with the reverse merger transaction and supposed plans to build a

premier web-based seller of a broad scope of luxury items.                Casey, Gann, and

Friedlander knew all along that LuxeYard would never reach the “broad scope” phase.

They made false representations of fact as well as false promises to Alattar as described

above. These false representations and promises were made for the purpose of inducing

Alattar into entering into the reverse merger transaction. Alattar relied on these false

representations and promises when he entered into the transaction, and this reliance

caused him injury. Alattar seeks disgorgement of all ill-gotten profits received by Casey

as a result of this fraud, as well as actual damages.

       65.    In addition, the actions of Casey, Gann and Friedlander in connection with

the stock purchase agreements described above constitute statutory fraud in violation of

Texas Business & Commerce Code Section 27.01.                     These defendants made

misrepresentations of fact and false promises, outlined above, to Alattar for the purpose

of inducing Alattar into transferring large blocks of LUXR shares for nominal

consideration. Alattar relied on these false representations and promises.

              Breach of Fiduciary Duty against Gann, Friedlander,
                 Casey and each of the companies they control

       66.    Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

       67.    A&J had an attorney-client relationship with Alattar and LY. A&J solicited

LY as a client. Alattar was a member of LY. A&J exercised legal judgment discretion in

drafting dozens of documents for Alattar. As Alattar’s attorneys, A&J owed a fiduciary


                                           24
duty to Alattar. A&J breached its fiduciary duties by, among other things, (1) assisting

Casey’s inducement of Alattar into not only the reverse merger transaction, but the

agreement to work together to build a venture that would last for years to come for

purposes of engineering the quick pump and dump scheme, (2) failing to disclose

Casey’s scheme, (3) failing to disclose A&J’s own role in the scam, (4) failing to take

steps to prevent the fraud, (5) failing to disclose the fraud after it occurred, and (6)

failing to disclose A&J’s conflict of interest. A&J assisted Casey in connection with his

acquisition of the controlling interest of Top Gear, and A&J prepared the contracts and

other documents for the reverse merger transaction at Casey’s direction. These actions

constitute a breach of their fiduciary duty to Alattar, and Alattar has suffered injury as a

result. Alattar seeks forfeiture of all fees paid to A&J in connection with its

representation of Alattar and LY, as well as actual damages. The Defendants conspired

with A&J.

       68.    Casey and Friedlander owed a fiduciary duty to Alattar because of their

dominance and control over the decision making and daily business affairs of Luxeyard,

a closely-held public company. Under the law, Casey, Gann, and Friedlander also owed

a fiduciary duty to Alattar because they were in possession of material nonpublic

information that they concealed from Alattar. They also owed a fiduciary duty under the

law as both an officer and insider of the company. They also owed a fiduciary duty

because they were an affiliate of the company. They also owed a fiduciary duty because

they acted as the agent for the principal, Alattar, by perpetrating the fraud in connection

with taking Luxeyard public. They also owed a fiduciary duty because they placed

themself in the position of a moral and special relationship of trust and confidence

where they promised to guide Alattar through the reverse merger process as well as the

                                          25
“market awareness” process.      Unfortunately, they exercised dominance and undue

influence over Alattar. Casey and his team knew that Alattar relied on Casey for moral

and professional guidance, and that reliance was justifiable.         Additionally, Casey

controlled Top Gear, and he acted as the securities broker for Top Gear by giving Top

Gear stock to his insiders and Alattar. A broker owes a fiduciary duty to its customers.

Finally, Casey and Alattar formed a joint venture relationship and binding contract in

the Term Sheet. At that time, he then owed a fiduciary duty to his co-venture. He

knowingly ignored the representations in the Term Sheet, and he failed to disclose in the

Term Sheet the dozens of pump and dumps that he and his gang had previously

perpetrated. He even failed to disclose the pump and dumps he was perpetrating on the

very day he bound Alattar in the Term Sheet to a “no shop” provision. Casey breached

his fiduciary duties to Alattar by making false representations of fact to Alattar, making

false promises to Alattar, and engaging in the illicit conduct described above. Casey,

Gann, Friedlander and each of their companies owed a fiduciary duty because they

possessed and traded on material nonpublic information, and because Casey and

Friedlander were officers and insiders. Each of these constituents and the companies

they control breached that duty by never disclosing the truth that their past, the truth

about their future services and that they were going to trade on material nonpublic

information. These breaches have caused injury to Alattar and substantial benefit to

Casey. Thus, Casey is liable to Alattar for actual damages and for disgorgement of all ill-

gotten benefits.




                                          26
  Violation of the Texas Securities Act against Casey, Jinsun, Friedlander
             and Gann, and each of the companies they control

       69.    Plaintiff incorporates all allegations contained in the foregoing

paragraphs.

       70.    As outlined above, Casey offered or sold securities to Alattar by means of

an untrue statement of material fact or an omission to state a material fact necessary in

order to make the statements made, in light of the circumstances under which they are

made, not misleading. TEX. VERNON’S ANN. CIV. ST. ARTS. 581-1 et seq. Casey violated

the Texas Securities Act by misrepresenting and/or omitting the disclosure of material

facts. Casey is liable under the civil penalty provisions of the Texas Securities Act. TEX.

REV. CIV. STAT. ANN. ART. 581-33.       Casey bought, sold, and issued securities using

fraudulent means and communications in direct violation of the civil penalty

provisions of the act. A&J, Freidlander and Gann are liable under the Act as far as

aiders and abettors.

       71.    Friedlander misrepresented and actively concealed his purported

experience, his advertised skill set, the nature of the individuals with whom he would be

working, that they were known criminals, his previous involvement with A&J, his

opinions regarding Luxeyard’s expected revenue, that he was involved in prior pump

and dumps, that he participated in hand-picking employees who were advertised as

strangers (when they were not) and more. Gann actively concealed the prior pump and

dumps, that he was fined and penalized by the Fifth Circuit as follows:

   •   “The district court found Gann not credible and determined that he had violated
       Section 10(b) and Rule 10b-5;”

   •   “Gann and Fasciano opened 21 accounts for nine HCM affiliates, albeit the
       investors in each were the same;”


                                          27
   •   “After receiving a block notice, Gann and Fasciano would switch the identifier
       number they were using, enabling them to continue trading, at least
       temporarily;”

   •   “The material misstatements at issue are Gann’s use of different and varying
       client account numbers to disguise the frequency and magnitude of HCM’s
       trading in the various funds;”

   •   “The district court held that Gann’s practice of switching identifying broker and
       client account numbers constituted materially misleading statements in violation
       of the securities laws;”

   •   “The SEC’s proof that Gann’s use of different numbers to conduct his trades
       demonstrated that he did not want the fund companies catching on this his
       trading practices;”

   •   “In one instance, Fasciano traded a Goldman Sachs fund three times and received
       a block notice, yet he and Gann placed five more trades under a difference
       number, received two more block notices, and still continued placing trades;”

   •   “We view the SEC’s characterization of the use of multiple registration and
       account numbers as ample evidence of an intent to mislead;”

   •   “The SEC’s chief evidence of Gann’s intent to deceive was his use of numerous
       account and registration numbers that actually represented his (and Fasciano’s)
       work for HCM. The SEC contended that Gann’s efforts were meant to circumvent
       the funds’ regulations for his own gain and that of his customer;” and

   •   “For the foregoing reasons, the judgment of the district court is AFFIRMED.”

Gann also concealed his plan to trade on material nonpublic information.

       72.   Alattar also contends Friedlander (and Equity Highrise) and Gann (and

his companies) aided and abetted by overtly assisting Casey in obtaining shares beneath

the 10% restriction while in fact controlling much more. Friedlander also assisted Casey

by, as shares were sold throughout 2012, misrepresenting the value of the shares by

concealing what was known only to Friedlander and Casey, but not Alattar. Friedlander

and Gann also concealed the fact that they were uniquely aware of inside information

about the status of the issues (Top Gear and Luxeyard) each time Alattar was asked to



                                        28
invest more in the company. Friedlander and Gann had actual and general awareness of

their role in tricking Alattar into the SEA as well as the series A-D financing because

they participated in many prior pump and dumps with Casey and other known

criminals. When they acted, wrote, communicated and concealed material facts from

Alattar, they did so with intent to deceive Alattar. All of these communications were to

Alattar and/or they had a reason to expect the communications would be presented to

Alattar.   The above conduct substantially assisted Casey and the other insiders in

facilitating the illegal pump and dump and in helping Casey avoid the restrictions placed

on beneficial owners of greater than 10% on a company’s outstanding shares. See 15

U.S.C. § 78p; 17 C.F.R. § 240.16a-1; 15 U.S.C. §78m(d)(3); Anslow Deposition at pp. 134,

226. They also assisted Casey in tricking Alattar (and others) into making subsequent

investments. They also made misrepresentations in the representations and warranties

they signed in the Subscription Agreement, including:

   •   “There is no Action pending against, or to the Knowledge of such Investor,
       threatened against or affecting, such Investor by any Governmental Authority or
       other Person with respect to such Investor that challenges, or may have the effect
       of preventing, delaying, making illegal, or otherwise interfering with, any of the
       transactions contemplated by this Agreement.”

   •   “Such Investor is acquiring such the Securities proposed to be acquired
       hereunder for investment for its own account and not with a view to the resale or
       distribution of any part thereof, and such Investor has no present intention of
       selling or otherwise distributing such Securities, except in compliance with
       applicable securities Laws.”

   •   “Such Investor further acknowledges that if the Securities are issued to such
       Investor in accordance with the provisions of this Agreement, such Securities
       may not be resold without registration under the Securities Act or the existence of
       an exemption therefrom.”

   •   “Such Person will not sell or otherwise transfer the Securities, unless either (A)
       the transfer of such securities is registered under the Securities Act or (B) an
       exemption from registration of such securities is available.”


                                         29
   •   “Such Investor has not directly or indirectly, nor has any person acting on behalf
       of or pursuant to any understanding with such Investor, engaged in any
       transaction in the securities of the Company (including, without limitation, Short
       Sales involving the Company’s securities) since the time that such Investor was
       first contacted by the Company regarding the investment in the Company
       contemplated herein.”

       73.   In addition, Friedlander and Gann knowingly cashed the proceeds of the

illegal enterprise. U.S. v. Salmonese, 352 F.3d 608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d

449 (5th Cir. 2001); U.S. v. Girard, 744 F.2d 1170, 1171 (5th Cir. 1984). They also

knowingly refused to provide documents and knowingly took positions in open court on

the record that were the exact opposite of what their lawyer was told from the California

bankruptcy lawyer hired to represent Casey and Gann. Finally, it was unlawful to trade

stock on material nonpublic information and, a conspiracy may be based on lawful

conduct through unlawful means. Their overt acts need not “be” the unlawful act or

controlling fact.   Conspiracy involves participation in a tort and does not require

independent liability.

       74.   The above conduct was performed by assisting or encouraging; assisting or

participating; or concert of action under Restatement (Second) of Torts §876, and each

aider and abettor had actual knowledge of the conduct of the primary actor and its

effects. Each aider and abettor substantially assisted the primary actor(s) by concealing

material facts, artificially inflating trading volume through fake accounts, shorting the

very stock they promoted, by trading on material nonpublic information, distributing

secret free trading shares, and knowing cashing and retaining the ill gotten profits

(which alone is a sufficient overt act to compose liability). U.S. v. Salmonese, 352 F.3d

608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d 449 (5th Cir. 2001); U.S. v. Girard, 744 F.2d

1170, 1171 (5th Cir. 1984). Each aider and abettor also substantially assisted the primary

                                         30
actor(s) by attempting to avoid “affiliate” status, concealing the background of the

officers they hand picked, conspiring with A&J, engaging in a secret and self funded

media blitz that contained misrepresentations, and selling all of their shares at a pre-

determined time.

      75.    Hudson, Brompton and Allen had a meeting of the minds with the insiders

including Casey, Friedlander, Trotter and Gann. Allen had a pre-existing relationship

with those insiders and failed to disclose that relationship when he was introduced to

LuxeYard. He pretended to be an objective and independent consultant to the company

and entered into a consulting agreement. He did not disclose his prior relationship with

the Defendants and he did not disclose that the consideration he received pursuant to

his consulting agreement was actually immediately turned over to the Defendants. He

therefore assisted them in accumulating more stock in LuxeYard. Further, Allen failed

to disclose the imminent pump and dump of which he was aware given his prior

relationship with the Defendants.     He assisted the insiders in trading on inside

information, allowing them to have increased beneficial ownership, and in advising the

company pursuant to their instructions. Brompton (which included Hudson) acquired

free trading shares without telling LuxeYard or Alattar. See 15 U.S.C. §78p; 17 C.F.R. §

240.16a-1; 15 U.S.C. §78m(d)(3); Anslow Deposition at pp. 134, 226. Brompton had a

prior relationship with the Defendants and acquired free trading shares in previous

pump and dumps. Brompton never disclosed this in any of the documents Brompton

signed including the subscription agreement. Brompton had a meeting of the minds to

sell its free trading shares on inside information it acquired from Casey, Friedlander,

and Trotter. Brompton never disclosed this previous relationship to Alattar or LuxeYard

and Brompton misrepresented its relationship to the company in the subscription

                                        31
agreement. Brompton assisted Casey and his gang in that they “controlled” the shares

held by Brompton for purposes of the definition of beneficial ownership. The unlawful

acts that Brompton assisted in include insider trading, breach of fiduciary duty, fraud,

and violation of the Texas Securities Act. This conduct also allowed Defendants to

transfer stock under conditions that would have precluded them from disposing of their

stock if Defendants had disclosed that they actually had beneficial ownership of the

stock held by Brompton.

                                         Conspiracy

      76.     Plaintiff   incorporates    all    allegations   contained   in   the   foregoing

paragraphs.

      77.     Based on the authority contained within the opinion letters, the

“unrestricted” shares were then divided among the Defendants and their co-

conspirators. Some of these shares were hidden in nominee accounts or hidden under

the names of different corporations in the Unites States and in offshore accounts in

places such as Bermuda. These “Hiding” Companies included Lee Bear, Lazy Bear,

Jinsun, Acadia Holdings, The Fishman Family Trust, Equity Highrise, Qvarex

Commerce, Sano Holdings and Core Energy Resources among others.

      78.     All Defendants (each and every Defendant including Sater and Acadia) had

a meeting of the minds to defraud Alattar and breach fiduciary duties owed to Alattar by

using his legitimate business as a front to perpetrate an overnight pump and dump

scheme. One or more unlawful overt acts were committed by each of these Defendants,

such as A&J’s drafting of the fraudulent documents connected to the reverse merger

transaction and A&J’s assisting Casey in acquiring the controlling interest of Top Gear

prior to the reverse merger. These Defendants conspired further to defraud Alattar into

                                            32
believing that the nature of the transaction at issue was to assist LY in achieving

continued growth by going public through a reverse merger and then go on to become a

premier web-based company without disclosing that Defendants’ actual intent was to

use the shell company to perpetrate a pump and dump scheme. These Defendants,

acting jointly and in concert, each engaged in unlawful acts in furtherance of their

conspiracy, all as outlined above. Alattar has been injured as a result of defendant’s

conspiracy and seeks his actual damages.6 By engaging in a conspiracy to commit fraud,

Defendants are liable for exemplary damages.

                 79.              Friedlander misrepresented and actively concealed his purported

experience, his advertised skill set, the nature of the individuals with whom he would be

working, that they were known criminals, his previous involvement with A&J, his

opinions regarding Luxeyard’s expected revenue, that he was involved in prior pump

and dumps, that he participated in hand-picking employees who were advertised as

strangers (when they were not) and more. Gann actively concealed the prior pump and

dumps, that he was fined and penalized by the Fifth Circuit as follows:

        •        “The district court found Gann not credible and determined that he had violated
                 Section 10(b) and Rule 10b-5;”

        •        “Gann and Fasciano opened 21 accounts for nine HCM affiliates, albeit the
                 investors in each were the same;”

        •                                             “After receiving a block notice, Gann and Fasciano would switch the identifier
                                                      number they were using, enabling them to continue trading, at least
                                                      temporarily;”
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
6	  Gann and Friedlander and Casey controlled the day-to-day operations of the entities through which they
perpetrated their fraud, breach of fiduciary duty, and stock fraud. Although they acted individually, they
set up separate alter ego companies for purposes of hiding their trading activity. They are alter egos of the
companies that acted as a mere conduit for purposes of individual participation in numerous torts-which
torts damaged Plaintiff. The documents for these companies were sent directly to these Defendants and
signed by them. For purposes of this allegation, Plaintiff refers to and incorporates Plaintiff’s Motions to
Compel as to those Defendants-which Motions attach ample evidence of control, alter ago, and sham to
perpetuate a fraud.

                                                                                                       33
   •   “The material misstatements at issue are Gann’s use of different and varying
       client account numbers to disguise the frequency and magnitude of HCM’s
       trading in the various funds;”

   •   “The district court held that Gann’s practice of switching identifying broker and
       client account numbers constituted materially misleading statements in violation
       of the securities laws;”

   •   “The SEC’s proof that Gann’s use of different numbers to conduct his trades
       demonstrated that he did not want the fund companies catching on this his
       trading practices;”

   •   “In one instance, Fasciano traded a Goldman Sachs fund three times and received
       a block notice, yet he and Gann placed five more trades under a difference
       number, received two more block notices, and still continued placing trades;”

   •   “We view the SEC’s characterization of the use of multiple registration and
       account numbers as ample evidence of an intent to mislead;”

   •   “The SEC’s chief evidence of Gann’s intent to deceive was his use of numerous
       account and registration numbers that actually represented his (and Fasciano’s)
       work for HCM. The SEC contended that Gann’s efforts were meant to circumvent
       the funds’ regulations for his own gain and that of his customer;” and

   •   “For the foregoing reasons, the judgment of the district court is AFFIRMED.”

Gann also concealed his plan to trade on material nonpublic information.

       80.   Alattar also contends Friedlander (and Equity Highrise) and Gann (and

his companies) aided and abetted by overtly assisting Casey in obtaining shares beneath

the 10% restriction while in fact controlling much more. Friedlander also assisted Casey

by, as shares were sold throughout 2012, misrepresenting the value of the shares by

concealing what was known only to Friedlander and Casey, but not Alattar. Friedlander

and Gann also concealed the fact that they were uniquely aware of inside information

about the status of the issues (Top Gear and Luxeyard) each time Alattar was asked to

invest more in the company. Friedlander and Gann had actual and general awareness of

their role in tricking Alattar into the SEA as well as the series A-D financing because

                                        34
they participated in many prior pump and dumps with Casey and other known

criminals. When they acted, wrote, communicated and concealed material facts from

Alattar, they did so with intent to deceive Alattar. All of these communications were to

Alattar and/or they had a reason to expect the communications would be presented to

Alattar.   The above conduct substantially assisted Casey and the other insiders in

facilitating the illegal pump and dump and in helping Casey avoid the restrictions placed

on beneficial owners of greater than 10% on a company’s outstanding shares. See 15

U.S.C. § 78p; 17 C.F.R. § 240.16a-1; 15 U.S.C. §78m(d)(3); Anslow Deposition at pp. 134,

226. They also assisted Casey in tricking Alattar (and others) into making subsequent

investments. They also made misrepresentations in the representations and warranties

they signed in the Subscription Agreement, including:

   •   “There is no Action pending against, or to the Knowledge of such Investor,
       threatened against or affecting, such Investor by any Governmental Authority or
       other Person with respect to such Investor that challenges, or may have the effect
       of preventing, delaying, making illegal, or otherwise interfering with, any of the
       transactions contemplated by this Agreement.”

   •   “Such Investor is acquiring such the Securities proposed to be acquired
       hereunder for investment for its own account and not with a view to the resale or
       distribution of any part thereof, and such Investor has no present intention of
       selling or otherwise distributing such Securities, except in compliance with
       applicable securities Laws.”

   •   “Such Investor further acknowledges that if the Securities are issued to such
       Investor in accordance with the provisions of this Agreement, such Securities
       may not be resold without registration under the Securities Act or the existence of
       an exemption therefrom.”

   •   “Such Person will not sell or otherwise transfer the Securities, unless either (A)
       the transfer of such securities is registered under the Securities Act or (B) an
       exemption from registration of such securities is available.”

   •   “Such Investor has not directly or indirectly, nor has any person acting on behalf
       of or pursuant to any understanding with such Investor, engaged in any
       transaction in the securities of the Company (including, without limitation, Short


                                         35
      Sales involving the Company’s securities) since the time that such Investor was
      first contacted by the Company regarding the investment in the Company
      contemplated herein.”

      81.    In addition, Friedlander and Gann knowingly cashed the proceeds of the

illegal enterprise. U.S. v. Salmonese, 352 F.3d 608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d

449 (5th Cir. 2001); U.S. v. Girard, 744 F.2d 1170, 1171 (5th Cir. 1984). They also

knowingly refused to provide documents and knowingly took positions in open court on

the record that were the exact opposite of what their lawyer was told from the California

bankruptcy lawyer hired to represent Casey and Gann. Finally, it was unlawful to trade

stock on material nonpublic information and, a conspiracy may be based on lawful

conduct through unlawful means. Their overt acts need not “be” the unlawful act or

controlling fact.   Conspiracy involves participation in a tort and does not require

independent liability.

      82.    The above conduct was performed by assisting or encouraging; assisting or

participating; or concert of action under Restatement (Second) of Torts §876, and each

aider and abettor had actual knowledge of the conduct of the primary actor and its

effects. Each aider and abettor (each Defendant) substantially assisted the primary

actor(s) by concealing material facts, providing brokerage and underwriting services in

connection with the purchase of the shell company with knowledge of the intent to use

the shell company in the pump and dump scheme, providing the majority of capital

needed to purchase the shell company, artificially inflating trading volume through fake

accounts, shorting the very stock they promoted, trading on material nonpublic

information, distributing secret free trading shares, coordinating the timing of their

trades to maximize their profits when they dumped their shares, and knowingly cashing

and retaining the ill gotten profits (which alone is a sufficient overt act to compose

                                         36
liability). U.S. v. Salmonese, 352 F.3d 608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d 449 (5th

Cir. 2001); U.S. v. Girard, 744 F.2d 1170, 1171 (5th Cir. 1984). The Defendants acted in

concert, both amongst themselves and with others, to control and dominate the market

in LuxeYard stock, engage in coordinated trading activity (including the use of matched

orders, wash trades, and “gypsy swaps”), and funded and arranged for the creation and

distribution of false promotional materials to the public to generate a false appearance

of liquidity and investor interest in LuxeYard stock, thereby artificially inflating the

trading volume and share price.       The Defendants also conspired to use nominee

brokerage and bank accounts in the names of corporate entities, trusts, relatives, and

acquaintances to conceal their fraudulent activity. So, each Defendant has illegally

retained the proceeds despite knowledge of the fraudulent scheme. Each aider and

abettor (each Defendant) also substantially assisted the primary actor(s) by attempting

to avoid “affiliate” status, concealing the background of the officers they hand picked,

conspiring with A&J, engaging in a secret and self funded media blitz that contained

misrepresentations, and selling all of their shares at a pre-determined time.          All

Defendants had, by definition, and by admission, a meeting of the minds with the

companies they control.

      83.    Hudson, Brompton and Allen had a meeting of the minds with the insiders

including Casey, Friedlander, Trotter and Gann. Allen had a pre-existing relationship

with those insiders and failed to disclose that relationship when he was introduced to

LuxeYard. He pretended to be an objective and independent consultant to the company

and entered into a consulting agreement. He did not disclose his prior relationship with

the Defendants and he did not disclose that the consideration he received pursuant to

his consulting agreement was actually immediately turned over to the Defendants. He

                                         37
therefore assisted them in accumulating more stock in LuxeYard. Further, Allen failed

to disclose the imminent pump and dump of which he was aware given his prior

relationship with the Defendants.     He assisted the insiders in trading on inside

information, allowing them to have increased beneficial ownership, and in advising the

company pursuant to their instructions. Brompton (which included Hudson) acquired

free trading shares in return for its involvement in the pump and dump scheme without

telling LuxeYard or Alattar.   See 15 U.S.C. §78p; 17 C.F.R. § 240.16a-1; 15 U.S.C.

§78m(d)(3); Anslow Deposition at pp. 134, 226. Brompton had a prior relationship with

the Defendants and acquired free trading shares in previous pump and dumps.

Brompton never disclosed this in any of the documents Brompton signed including the

subscription agreement. Brompton had a meeting of the minds to sell its free trading

shares on inside information it acquired from Casey, Friedlander, and Trotter.

Brompton never disclosed this previous relationship to Alattar or LuxeYard and

Brompton misrepresented its relationship to the company in the subscription

agreement. Brompton assisted Casey and his gang in that they “controlled” the shares

held by Brompton for purposes of the definition of beneficial ownership. The unlawful

acts that Brompton assisted in include insider trading, breach of fiduciary duty, fraud,

and violation of the Texas Securities Act. This conduct also allowed Defendants to

transfer stock under conditions that would have precluded them from disposing of their

stock if Defendants had disclosed that they actually had beneficial ownership of the

stock held by Brompton. Doug Shaw and Trevor Ling also conspired with the other

Defendants, and acted as agents of Brompton in this conspiracy.

      84.    Additionally, Jeff Lamont, Jeffrey Sater, Joseph Lee, Kay Holdings, Lance

Baral, Thomas Hudson, and William Bartlett also made nominal interim investments in

                                        38
the company to help fund operations so that the rest of the pump and dump scheme

could be executed.

       85.    Additionally, the Defendants concealed their funding of unauthorized

marketing and promotion of LuxeYard stock by selling blocks of stock amongst

themselves through matched orders in the open market. The Defendants used proceeds

from these block trades to fund sham marketing of LuxeYard, by Next Media and

disgraced television and radio personality Tobin Smith, with money laundered through

their illegal coordinated trading activities.

                                   Aiding and Abetting

       86.    Plaintiff     incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

       87.    Defendants, individually and as a group (each and every Defendant

including Sater and Acadia), assisted or encouraged each other, assisted and

participated with each other, and also acted in concert of action. Under Texas law, such

group participation constitutes aiding and abetting and warrants the imposition of joint

liability even if the Plaintiff dealt primarily with a single defendant. Stated another way,

when a defendant provides assistance or encouragement to another person who

commits a tort, and the aiding or encouragement is a substantial factor in causing the

tort, then the defendant is considered a tortfeasor, and consequently, is liable for the

consequences of the tort. In this case, Defendants aided and abetted each other and

others unnamed in committing the torts enumerated above. Hence, joint and several

liability is appropriate.

       88.    Friedlander misrepresented and actively concealed his purported

experience, his advertised skill set, the nature of the individuals with whom he would be

                                             39
working, that they were known criminals, his previous involvement with A&J, his

opinions regarding Luxeyard’s expected revenue, that he was involved in prior pump

and dumps, that he participated in hand-picking employees who were advertised as

strangers (when they were not) and more. Gann actively concealed the prior pump and

dumps, that he was fined and penalized by the Fifth Circuit as follows:

   •   “The district court found Gann not credible and determined that he had violated
       Section 10(b) and Rule 10b-5;”

   •   “Gann and Fasciano opened 21 accounts for nine HCM affiliates, albeit the
       investors in each were the same;”

   •   “After receiving a block notice, Gann and Fasciano would switch the identifier
       number they were using, enabling them to continue trading, at least
       temporarily;”

   •   “The material misstatements at issue are Gann’s use of different and varying
       client account numbers to disguise the frequency and magnitude of HCM’s
       trading in the various funds;”

   •   “The district court held that Gann’s practice of switching identifying broker and
       client account numbers constituted materially misleading statements in violation
       of the securities laws;”

   •   “The SEC’s proof that Gann’s use of different numbers to conduct his trades
       demonstrated that he did not want the fund companies catching on this his
       trading practices;”

   •   “In one instance, Fasciano traded a Goldman Sachs fund three times and received
       a block notice, yet he and Gann placed five more trades under a difference
       number, received two more block notices, and still continued placing trades;”

   •   “We view the SEC’s characterization of the use of multiple registration and
       account numbers as ample evidence of an intent to mislead;”

   •   “The SEC’s chief evidence of Gann’s intent to deceive was his use of numerous
       account and registration numbers that actually represented his (and Fasciano’s)
       work for HCM. The SEC contended that Gann’s efforts were meant to circumvent
       the funds’ regulations for his own gain and that of his customer;” and

   •   “For the foregoing reasons, the judgment of the district court is AFFIRMED.”


                                         40
Gann also concealed his plan to trade on material nonpublic information.

       89.    Alattar also contends Friedlander (and Equity Highrise) and Gann (and

his companies) aided and abetted by overtly assisting Casey in obtaining shares beneath

the 10% restriction while in fact controlling much more. Friedlander also assisted Casey

by, as shares were sold throughout 2012, misrepresenting the value of the shares by

concealing what was known only to Friedlander and Casey, but not Alattar. Friedlander

and Gann also concealed the fact that they were uniquely aware of inside information

about the status of the issues (Top Gear and Luxeyard) each time Alattar was asked to

invest more in the company. Friedlander and Gann had actual and general awareness of

their role in tricking Alattar into the SEA as well as the series A-D financing because

they participated in many prior pump and dumps with Casey and other known

criminals. When they acted, wrote, communicated and concealed material facts from

Alattar, they did so with intent to deceive Alattar. All of these communications were to

Alattar and/or they had a reason to expect the communications would be presented to

Alattar.   The above conduct substantially assisted Casey and the other insiders in

facilitating the illegal pump and dump and in helping Casey avoid the restrictions placed

on beneficial owners of greater than 10% on a company’s outstanding shares. See 15

U.S.C. § 78p; 17 C.F.R. § 240.16a-1; 15 U.S.C. §78m(d)(3); Anslow Deposition at pp. 134,

226. They also assisted Casey in tricking Alattar (and others) into making subsequent

investments. They also made misrepresentations in the representations and warranties

they signed in the Subscription Agreement, including:

   •   “There is no Action pending against, or to the Knowledge of such Investor,
       threatened against or affecting, such Investor by any Governmental Authority or
       other Person with respect to such Investor that challenges, or may have the effect
       of preventing, delaying, making illegal, or otherwise interfering with, any of the
       transactions contemplated by this Agreement.”

                                         41
   •   “Such Investor is acquiring such the Securities proposed to be acquired
       hereunder for investment for its own account and not with a view to the resale or
       distribution of any part thereof, and such Investor has no present intention of
       selling or otherwise distributing such Securities, except in compliance with
       applicable securities Laws.”

   •   “Such Investor further acknowledges that if the Securities are issued to such
       Investor in accordance with the provisions of this Agreement, such Securities
       may not be resold without registration under the Securities Act or the existence of
       an exemption therefrom.”

   •   “Such Person will not sell or otherwise transfer the Securities, unless either (A)
       the transfer of such securities is registered under the Securities Act or (B) an
       exemption from registration of such securities is available.”

   •   “Such Investor has not directly or indirectly, nor has any person acting on behalf
       of or pursuant to any understanding with such Investor, engaged in any
       transaction in the securities of the Company (including, without limitation, Short
       Sales involving the Company’s securities) since the time that such Investor was
       first contacted by the Company regarding the investment in the Company
       contemplated herein.”

       90.   In addition, Friedlander and Gann knowingly cashed the proceeds of the

illegal enterprise. U.S. v. Salmonese, 352 F.3d 608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d

449 (5th Cir. 2001); U.S. v. Girard, 744 F.2d 1170, 1171 (5th Cir. 1984). They also

knowingly refused to provide documents and knowingly took positions in open court on

the record that were the exact opposite of what their lawyer was told from the California

bankruptcy lawyer hired to represent Casey and Gann. Finally, it was unlawful to trade

stock on material nonpublic information and, a conspiracy may be based on lawful

conduct through unlawful means. Each Defendant, including Sater, traded on inside

information and based on instruction from the insiders. Their overt acts need not “be”

the unlawful act or controlling fact. Conspiracy involves participation in a tort and does

not require independent liability.




                                         42
      91.    The above conduct was performed by assisting or encouraging; assisting or

participating; or concert of action under Restatement (Second) of Torts §876, and each

aider and abettor had actual knowledge of the conduct of the primary actor and its

effects. Each aider and abettor (each Defendant) substantially assisted the primary

actor(s) by concealing material facts, providing brokerage and underwriting services in

connection with the purchase of the shell company with knowledge of the intent to use

the shell company in the pump and dump scheme, providing the majority of capital

needed to purchase the shell company, artificially inflating trading volume through fake

accounts, shorting the very stock they promoted, trading on material nonpublic

information, distributing secret free trading shares, coordinating the timing of their

trades to maximize their profits when they dumped their shares, and knowingly cashing

and retaining the ill gotten profits (which alone is a sufficient overt act to compose

liability). U.S. v. Salmonese, 352 F.3d 608 (2d Cir. 2010); U.S. v. Loe, 248 F.3d 449 (5th

Cir. 2001); U.S. v. Girard, 744 F.2d 1170, 1171 (5th Cir. 1984). The Defendants acted in

concert, both amongst themselves and with others, to control and dominate the market

in LuxeYard stock, engage in coordinated trading activity (including the use of matched

orders, wash trades, and “gypsy swaps”), funded and arranged for the creation and

distribution of false promotional materials to the public to generate a false appearance

of liquidity and investor interest in LuxeYard stock, thereby artificially inflating the

trading volume and share price.       The Defendants also conspired to use nominee

brokerage and bank accounts in the names of corporate entities, trusts, relatives, and

acquaintances to conceal their fraudulent activity.       Each aider and abettor also

substantially assisted the primary actor(s) by attempting to avoid “affiliate” status,

concealing the background of the officers they hand picked, conspiring with A&J,

                                         43
engaging in a secret and self funded media blitz that contained misrepresentations, and

selling all of their shares at a pre-determined time. All Defendants, by definition aided

and abetted the companies they control. Accordingly, Defendant Jeff Sater also traded

on material non-public information by selling based on instructions from the insiders.

      92.    Hudson, Brompton and Allen had a meeting of the minds with the insiders

including Casey, Friedlander, Trotter and Gann. Allen had a pre-existing relationship

with those insiders and failed to disclose that relationship when he was introduced to

LuxeYard. He pretended to be an objective and independent consultant to the company

and entered into a consulting agreement. He did not disclose his prior relationship with

the Defendants and he did not disclose that the consideration he received pursuant to

his consulting agreement was actually immediately turned over to the Defendants. He

therefore assisted them in accumulating more stock in LuxeYard. Further, Allen failed

to disclose the imminent pump and dump of which he was aware given his prior

relationship with the Defendants.      He assisted the insiders in trading on inside

information, allowing them to have increased beneficial ownership, and in advising the

company pursuant to their instructions. Brompton (which included Hudson) acquired

free trading shares in return for its involvement in the pump and dump scheme without

telling LuxeYard or Alattar.   See 15 U.S.C. §78p; 17 C.F.R. § 240.16a-1; 15 U.S.C.

§78m(d)(3); Anslow Deposition at pp. 134, 226. Brompton had a prior relationship with

the Defendants and acquired free trading shares in previous pump and dumps.

Brompton never disclosed this in any of the documents Brompton signed including the

subscription agreement. Brompton had a meeting of the minds to sell its free trading

shares on inside information it acquired from Casey, Friedlander, and Trotter.

Brompton never disclosed this previous relationship to Alattar or LuxeYard and

                                         44
Brompton misrepresented its relationship to the company in the subscription

agreement. Brompton assisted Casey and his gang in that they “controlled” the shares

held by Brompton for purposes of the definition of beneficial ownership. The unlawful

acts that Brompton assisted in include insider trading, breach of fiduciary duty, fraud,

and violation of the Texas Securities Act. This conduct also allowed Defendants to

transfer stock under conditions that would have precluded them from disposing of their

stock if Defendants had disclosed that they actually had beneficial ownership of the

stock held by Brompton.         Doug Shaw and Trevor Ling also assisted the other

Defendants, and acted as agents of Brompton in assisting the primary actor(s) in the

scheme described herein.

       93.    Additionally, Jeff Lamont, Jeffrey Sater, Joseph Lee, Kay Holdings, Lance

Baral, Thomas Hudson, and William Bartlett also made nominal interim investments in

the company to help fund operations so that the rest of the pump and dump scheme

could be executed.

       94.    Additionally, the Defendants concealed their funding of unauthorized

marketing and promotion of LuxeYard stock by selling blocks of stock amongst

themselves through matched orders in the open market. The Defendants used proceeds

from these block trades to fund sham marketing of LuxeYard, by Next Media and

disgraced television and radio personality Tobin Smith, with money laundered through

their illegal coordinated trading activities.

 Unjust Enrichment against Casey, Jinsun, Friedlander, Gann, Camarillo
and The Jonathan Camarillo Trust and each of the companies they control

       95.    Plaintiff   incorporates   all     allegations   contained   in   the   foregoing

paragraphs.


                                            45
      96.     Alattar seeks the equitable remedy of unjust enrichment against A&J,

Casey, Friedlander, Gann, Camarillo and The Jonathan Camarillo Trust because they all

obtained a benefit from Plaintiff directly and/or indirectly. See City of Corpus v. S.S.

Smith & Sons Masonry, Inc., 736 S.W.2d 247, 250 (Tex. App.—Corpus Christi 1987, writ

denied) (holding a defendant is liable for unjust enrichment if it secured a benefit, or

passively received one, which would be unconscionable to retain). When a person

obtains a benefit from another by fraud, duress, or the taking of undue advantage, the

aggrieved party may sue to prevent unjust enrichment. To prevent unjust enrichment

and to deter others from violating securities laws and fiduciary duties, a court has broad

powers to order a defendant to disgorge all illicit gains and impose a judgment in trust

on those gains.    Further, where two or more individuals or entities have a close

relationship and engage in conduct giving rise to unjust enrichment, the perpetrators

may be held jointly and severally liable for the disgorgement of illegally obtained

proceeds. Casey, for himself and through affiliates, obtained a benefit from Plaintiff

who hired him, trusted him, and sold his company to him, which totaled approximately

$30,000,000 in profits as a direct result of fraud and taking undue advantage of Alattar

by using his legitimate business as a front for a pump and dump scheme. Accordingly,

Alattar seeks disgorgement of all ill-gotten profits under the doctrine of unjust

enrichment.

      97.     As outlined above, A&J, Casey, Friedlander, Gann, Camarillo and The

Jonathan Camarillo Trust obtained shares of Top Gear stock from Alattar by taking

undue advantage of Alattar and placing Alattar under duress as explained above. They

specifically obtained money from Alattar. They specifically obtained his interest in LY.

These Defendants are liable for rescission of all ill-gotten LUXR shares under the

                                         46
doctrine of unjust enrichment. Alattar has an independent claim for unjust enrichment

because he was lied to as an individual, for months. He was, alone, a party to the

Security Exchange Agreement.       Disgorgement is appropriate where there is unjust

enrichment. Moreover had Casey told the truth, then Alattar would have sold his stock

when Casey did and Alattar would have made millions as well. The $30,000,000 is the

amount to which Casey and the other insiders were unjustly enriched.                 They also

obtained a company that they could then take public.

 Money Had and Received against Casey, Jinsun, Top Gear, Friedlander,
       Gann, Camarillo and The Jonathan Camarillo Trust and
                 each of the companies they control

       98.    Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

       99.    Alattar seeks the equitable remedy of money had and received against

Casey, Gann, Friedlander and the above named Defendants. Casey and his unnamed co-

conspirators, earned approximately $30,000,000 in profits resulting from their pump

and dump scheme that in equity and good conscience belongs in part to Alattar.

Therefore, Alattar seeks forfeiture of all ill-gotten profits received by them in connection

with the pump and dump scheme.

       100.   Alattar seeks the equitable remedy of money had and received against Top

Gear, Friedlander and Gann. Top Gear, Friedlander and Gann received substantial

consideration for assisting Casey in avoiding liability for the pump and dump scheme by

signing a release and waiver of claims against Casey. In equity and good conscience, the

consideration received belongs to Alattar. Therefore, Alattar seeks forfeiture of all

consideration received by Top Gear, Friedlander, Gann, Camarillo and The Jonathan

Camarillo Trust in exchange for their execution of the release and waiver.

                                           47
     Constructive Trust against Casey, Jinsun, Top Gear, Friedlander,
           Gann, Camarillo and The Jonathan Camarillo Trust

       101.   Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

       102.   Alattar is entitled to the equitable remedy of constructive trust with

respect to Casey, Friedlander, and Gann (and their companies) because of their

perpetration of the pump and dump scheme as outlined above. Casey, Friedlander, and

Gann committed actual fraud as described above in connection with the reverse merger

transaction and promises to build a viable business venture. This actual fraud has

resulted in unjust enrichment to Casey and his affiliates in the form of approximately

$30,000,000 in ill-gotten profits. Alattar seeks the remedy of constructive trust in the

amount of all ill-gotten profits resulting from the pump and dump scheme.

       103.   Finally, Alattar seeks the equitable remedy of constructive trust against

Friedlander, Gann, Camarillo and The Jonathan Camarillo Trust as a result of their

concerted efforts to assist Casey.




                                         Negligence

       104.   Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

       105.   Defendants conspired with A&J who owed a duty of care to Alattar, but

breached that duty by representing the shell company in the primary transaction,

affirmatively assisting Casey and his team in what A&J admits was pump and dump,

submitting fraudulent letters to the transfer agent to facilitate the transfer of free


                                           48
trading stock, making affirmative misrepresentations of material fact regarding Casey’s

affiliate status, failing to tell Alattar that A&J was revising documents after their

effective date, failing to honor the terms in the Term Sheet provided to A&J, assisting

Casey and his team in obtaining secret control of the shell prior to the reverse merger,

failing to disclose its relationship with Casey, and in refusing to disclose that articles on

the internet allege A&J is connected to a long list of shell pump and dumps. Casey and

Friedlander also made negligent misrepresentations.

                                 Exemplary Damages

       106.   Plaintiff   incorporates   all    allegations   contained   in   the   foregoing

paragraphs.

       107.   The actions of Casey, Top Gear, Friedlander, Gann, Camarillo and The

Jonathan Camarillo Trust and all of the companies they control surrounding the reverse

merger transaction constitute fraud, malice and/or gross negligence. The actions of

Casey and A&J in inducing Alattar to transfer large blocks of LUXR shares constitute

fraud, malice and/or gross negligence. The actions of Casey and A&J surrounding the

offer and acceptance of the release and waiver similarly constitute fraud, malice, and/or

gross negligence. All Defendants (each and every Defendant including Sater) engaged in

a conspiracy to commit fraud and all acted with malice and gross negligence. Each

Defendant, including Sater, traded on material inside information. Alattar therefore

seeks exemplary damages against all Defendants pursuant to Chapter 41 of the Texas

Civil Practice & Remedies Code.

       108.   In addition to exemplary damages, Alattar seeks to remove the cap on

exemplary damages pursuant to Section 41.008(c) of the Texas Civil Practice and

Remedies Code. Casey, Friedlander, and each of their companies engaged in conduct

                                           49
that was knowing and intentional, as well as a felony, surrounding the signing of the

release and waiver agreement constitute commercial bribery in violation of Section

32.43 of the Texas Penal Code. A&J and Casey’s actions surrounding the reverse merger

transaction constitute the securing of a document by deception in violation of Section

32.46 of the Texas Penal Code.      These actions were knowing and intentional and

constituted a felony. They also knowing and intentionally secured the execution of the

Term Sheet through fraud and deception.        They also intentionally and knowingly

secured the execution of the shareholder signature indemnity through fraud and

deception. They also knowingly and intentionally forged that document. They also

knowingly and intentionally forged the names of the 42 Israeli shareholders who

provided Top Gear to them.     Therefore, there is no cap on exemplary damages under

the Texas Civil Practice & Remedies Code Section 41.008(c).

      109.   Casey bribed Luxeyard and LY to settle LY’s claims against Casey and the

gang by Luxeyard to. Casey bribed Mireskandari in the same manner and so as to obtain

a release from Luxeyard. Casey bribed Braden Richter and Tommy Allen by giving them,

the company business consultants, substantial stock in Luxeyard so that Casey could

control Luxeyard through them. In these instances, Casey acted without the consent of

Plaintiff or Luxeyard. Casey was a fiduciary to LY, to Plaintiff and to Luxeyard, and so

was Mr. Richter and Mr. Allen. Tex. Penal Code §32.43(a). In these instances, Casey

offered, conferred, or agreed to confer a benefit upon a fiduciary without the consent of

fiduciary’s beneficiary, Plaintiff, Luxeyard and LY. Tex. Penal Code §32.43(c). The

offers and agreements to confer by Casey to Mireskandari, Mr. Richter and Mr. Allen

were designed to influence their conduct. Tex. Penal Code §32.43(b).



                                         50
    Fraudulent Transfer under Texas Uniform Fraudulent Transfer Act
    against Casey, Friedlander, Gann and the companies they control

       110.    Plaintiff incorporates all allegations contained in the foregoing

paragraphs.

       111.   These       Defendants,     and    their     unnamed      co-conspirators,    earned

approximately $30,000,000 in profits resulting from their pump and dump scheme that

in equity and good conscience belongs in part to Alattar. Alattar does not seek these as

damages to LuxeYard but pursuant to equitable disgorgement. Alattar is a creditor who

has a claim against these Defendants for purposes of Texas Business and Commerce

Code, Section 24.002, et seq. As stated in the above paragraphs, Defendants have

engaged in a series and scheme of fraudulent transfers in violation of Texas Business

and Commerce Code, Section 24.005, et seq. Plaintiff seeks all remedies and damages

as otherwise stated in this petition, as well as those afforded to Plaintiff under the

provisions of this statute, including injunctive relief.


                                          DAMAGES

       112.   Plaintiff    incorporates    all       allegations   contained   in   the   foregoing

paragraphs.

       113.   Alattar seeks actual damages, exemplary damages, exemplary damages in

excess of the statutory limitation, treble damages, disgorgement of profits, attorney’s

fees, expert witness fees, costs for copies and depositions, court costs, pre-judgment

interest, and post-judgment interest. Plaintiff’s references to the decline in the stock

price are not to establish direct damages. They are relevant to demonstrate a lost

business opportunity, which opportunity was lost long after the decline. They are one of

many variables in an indirect measure of a business valuation for LY Retail, and what

                                                51
Plaintiff could have achieved had he never done business with Casey. They also reveal a

“routine practice” and fraudulent intent. Plaintiff does not invoke the internal affairs

doctrine.      Plaintiff sues under Section 101.463(c).   Plaintiff separately sues in his

individual capacity in connection to the lies made to him individually. Plaintiff’s right to

sue was recognized by Casey in writing. Plaintiff withdraws his request for a trial by

jury.

        114.     Alattar is suing Defendants for claims that accrued to him individually

prior to or on November 8, 2011. Alattar does not ask this Court to construe the internal

affairs of LuxeYard. That Alattar has damages that relate to how L.Y. Retail, a Texas

company, would have performed, long after any decline in stock price, but for the fraud,

is not a request by Alattar to construe the internal rights and powers of LuxeYard’s

shareholders. Nor is it a direct measure of damages.

        115.     So that there is no confusion, Defendants knowingly conspired to defraud

Plaintiff at the time of the reverse merger and to induce him into the reverse merger,

denying him of the lost business opportunity which continued long after the decline in

the stock price, he would have enjoyed had Defendants either fulfilled their promises or

allowed Plaintiff to do business with someone else. Alattar does not seek damages

as a shareholder of LuxeYard.

                                 REQUEST FOR RELIEF

        116.     Alattar requests that Defendants be cited to appear and answer herein,

and that upon a final hearing of the cause, judgment be entered for Alattar against

Defendants for an amount to be determined at trial, plus attorneys’ fees, court costs, and

pre- and post-judgment interest at the maximum rate permitted by law, and such other

and further relief to which Alattar may be entitled. The maximum amount of damages

                                           52
sought against Defendants is still being determined.       Plaintiff has yet to receive

documents and discovery sufficient to calculate profits.      Currently, the maximum

amount of damages is that set forth in the testimony of Kevan Casey and Jonathan

Friedlander in the amount of $150 million, which testimony is an indirect measure of

damages to Plaintiff had Plaintiff never done business with Casey.

                                        Respectfully submitted,

                                        FAUBUS KELLER & BURFORD LLP


                                        By: /s/ Brian M. Keller
                                             Brian M. Keller
                                             State Bar No. 00784376
                                             Mark Ritchie
                                             State Bar No. 24002845

                                        1001 Texas Avenue, 11th Floor
                                        Houston, Texas 77002
                                        (713) 222-6400
                                        (713) 222-7240 – Fax
                                        brian@fkblawfirm.com
                                        mark@fkblawfirm.com

                                        Attorneys for Plaintiff Khaled Alattar




                                         53
                          CERTIFICATE OF SERVICE

     A copy of this document was served electronically on all counsel of record on
May 22, 2015, as follows:

      David R. Clouston
      Leslye Moseley
      Sessions Fishman Nathan & Israel LLC
      900 Jackson Street, Suite 440
      Dallas, Texas 75202
      (214) 741-3024 – office
      (214) 741-3055 – facsimile
      dclouston@sessions-law.biz
      lmoseley@sessions-law.biz
      Attorneys for Jonathan Friedlander, Equity Highrise, Inc., Scott Gann, Lazy
      Bear LLC, Lee Bear LLC, Sun Bear LLC, OSO Capital LLC and Joseph Lee

      Jason Hopkins
      Jason Lewis
      Adam S. Tyler
      Greenberg Traurig, LLP
      2200 Ross Avenue, Suite 5200
      Dallas, Texas 75201
      (214) 665-3660 - office
      (214) 665-5960 - facsimile
      hopkinsjm@gtlaw.com
      lewisjs@gtlaw.com
      tylera@gtlaw.com
      Attorneys for Kevan Casey, Jinsun LLC and Far East Strategies LLC

      Danny Sheena
      The Sheena Law Firm
      2500 West Loop South, Suite 518
      Houston, Texas 77027
      (713) 224-6508 – office
      (713) 225-1560 – facsimile
      danny@sheenalawfirm.com
      jason@sheenalawfirm.com
      cristina@sheenalawfirm.com
      Attorney for TOP GEAR, INC. n/k/a LUXEYARD, INC.




                                      54
Mark S. Hellinger
The Hellinger Law Firm
12 Greenway Plaza, Suite 1100
Houston, Texas 77046
(713) 623-1153 – office
(713) 623-1221 – facsimile
mhellinger@hellingerlawfirm.com
Attorney for Jonathan Camarillo and The Jonathan Camarillo Trust

J. Randle Henderson
16506 FM 529, Suite 115-107
Houston, Texas 77095
(713) 870-8358 – office
(281) 758-0545 – facsimile
jrh@hendersonrandy.com
Attorney for Sano Holdings, Inc., Kay Holdings, Inc., William W. Bartlett, Jr.,
Kevin Lisman, Thomas Hudson, The Brompton Group NA, LLC, Jeff Lamont
Robert Klinek, Susan Pack, Lance Baral, Lawrence Isen and the Isen Trust

Kevin T. Kennedy
4550 Post Oak Place, Suite 210
Houston, Texas 77027
(713) 862-3000 – office
(713) 979-2003 - facsimile
k.t.p.kennedy@gmail.com
Attorney for Babak Daghighi

Charley Davidson
Anthony L. Laporte
Hanszen Laporte, LLP
11767 Katy Freeway, Suite 850
Houston, Texas 77079
(713) 522-9444 – office
(713) 524-2580 – facsimile
cdavidson@hanszenlaporte.com
alaporte@hanszenlaporte.com
Attorneys for Mark Trotter

Jonathan D. Neerman
Seth Johnson
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 661-6899
jneerman@jw.com
jsjohnson@jw.com
Attorneys for Apex Clearing Corporation

                                 55
Arthur Gollwitzer, III
Michael Best & Friedrich LLP
12600 Hill Country Blvd., R-275
Austin, Texas 78738
(512) 329-2676 – office
(512) 222-0818 – facsimile
agollwitzer@michaelbest.com
Attorney for Wilson-Davis & Co.

Blaire Bruns Johnson
James Chambers
Edison, McDowell & Hetherington LLP
3200 Southwest Freeway, Suite 2100
Houston, Texas 77027
(713) 337-5580 – office
(713) 337-8850 – facsimile
blaire.johnson@emhllp.com
james.chambers@emhllp.com
Attorneys for Acadia Holding Corporation

U.S. Certified Mail, Return
       Receipt Requested No. 70111570000101620905
Regular U.S. First Class Mail
Tommy Allen
631 Cypresswood Ln.
Spring, Texas 77373
tallen2112@yahoo.com
Defendant, Pro se


                                       /s/ Brian M. Keller
                                       Brian M. Keller




                                  56
TAB C
                                                                                                 6/19/2015 4:40:20 PM
                                                                            Chris Daniel - District Clerk Harris County
                                                                                               Envelope No. 5756018
                                                                                                  By: DELTON ARNIC
                                                                                         Filed: 6/19/2015 4:40:20 PM

                                 CAUSE NO. 2012-54501

KHALED ALATTAR,                               §         IN THE DISTRICT COURT OF
                                              §
       Plaintiff,                             §
                                              §
v.                                            §              HARRIS COUNTY, TEXAS
                                              §
KEVAN CASEY, ET AL.,                          §
                                              §
       Defendants.                            §              113th JUDICIAL DISTRICT


    PLAINTIFF’S MOTION TO QUASH DEPOSITION OF WAYNE DOLCEFINO
                 AND MOTION FOR PROTECTIVE ORDER


       Plaintiff Khaled Alattar files this Motion to Quash Deposition of Wayne Dolcefino

and Motion for Protective Order, and would respectfully show the Court as follows:

                                    INTRODUCTION

       On June 17, 2015, Defendant Jinsun LLC (“Jinsun”) filed and served Jinsun

LLC’s First Amended Notice of Deposition Subpoena Duces Tecum of Wayne

Dolcefino, a true and correct copy of which is attached hereto as Exhibit A.1 Based on

the documents listed in the subpoena duces tecum, it is readily apparent that Jinsun (and

thus, in reality, Kevan Casey) is attempting to force Mr. Dolcefino to reveal information

he has compiled as a journalist. Mr. Dolcefino has been working on an investigative

piece on Defendants’ participation in the LuxeYard pump and dump and similar schemes,

as established by his affidavit attached hereto as Exhibit B.


1
  The certificate of service erroneously states that the deposition notice and subpoena duces
tecum was served on all counsel of record on June 16, 2015. As evidenced by the file stamped
copy, the notice and subpoena was actually served through the e-filing system on June 17, 2015.
                                  MOTION TO QUASH

       Pursuant to Texas Rule of Civil Procedure 199.4, Plaintiff hereby objects to the

time and place designated for Mr. Dolcefino’s deposition, on grounds that counsel for

Plaintiff has a hearing scheduled in another proceeding on the date designated in the

deposition and will be unavailable to attend. As this objection is made within three days

after service of the notice, this deposition is stayed until Plaintiff’s motion can be

determined.

                        MOTION FOR PROTECTIVE ORDER

       “[A]ny … person affected by [a] discovery request” may seek a protective order

regarding the discovery sought. Tex. R. Civ. P. 192.6(a). In ruling on the party’s motion

for protective order, the court “may make any order in the interest of justice” to protect

the moving party “from undue burden, unnecessary expense, harassment, annoyance, or

invasion of personal, constitutional, or property rights.” Id. 192.6(b).

       Jinsun’s notice of deposition and subpoena duces tecum directed to Mr. Dolcefino

does not constitute discovery of a matter that is “relevant to the subject matter of the

pending action,” nor is it “reasonably calculated to lead to the discovery of admissible

evidence,” as required under Texas Rule of Civil Procedure 192.3. Indeed, several

categories of documents listed in the subpoena are on their face unrelated to discovering

facts relevant to the contested issues in this lawsuit, that is, facts pertinent to the conduct

and communications of the parties in 2011 and 2012, and facts tending to establish the

Defendants’ intent in inducing Plaintiff to agree to the reverse merger that made the

LuxeYard pump and dump possible.


                                              2
       Additionally, and as stated previously, Mr. Dolcefino has compiled the documents

and information sought by Defendants in his role as an investigative journalist.2 Under

Section 22.023 of the Texas Civil Practice & Remedies Code, Mr. Dolcefino has a

journalistic privilege to refuse to testify regarding, produce, or disclose “any confidential

or nonconfidential information, document, or item obtained or prepared while acting as a

journalist,” as well as refusing to identify the source of any such information, document

or item.    Fundamentally, Jinsun’s attempt to depose Mr. Dolcefino and subpoena

documents from him is a complete waste of time, as Mr. Dolcefino is entitled to and will

assert his journalistic privilege in response to each and every question and request.

       In light of the foregoing, a protective order is necessary to prevent the completely

unnecessary expense and utter waste of time associated with preparing for and attending

the contemplated deposition of Mr. Dolcefino. Mr. Dolcefino has established his status

as a journalist and his intent to assert his journalist’s privilege, refusing to testify or

produce any documents in response to Jinsun’s request. Ex. B. Requiring Plaintiff, and

for that matter Mr. Dolcefino and every other party to this lawsuit, to engage in this

exercise in futility serves no purpose other than to squander the time and resources of all




2
 For purposes of the privilege, a journalist is broadly defined as “a person … who for a
substantial portion of the person’s livelihood or for substantial financial gain, gathers, compiles,
prepares, collects, photographs, records, writes, edits, reports, investigates, processes, or
publishes news or information that is disseminated by a news medium or communication service
provider.” Tex. Civ. Prac. & Rem. Code § 22.021(2). “News medium” is likewise broadly
defined to include any entity “that disseminates news or information to the public by any
means,” including print, television, radio, photographic, mechanical, electronic, and other means
known or unknown that are accessible to the public. Id. § 22.021(3).

                                                 3
involved. Accordingly, Plaintiff respectfully requested that the Court sign a protective

order to preempt this wasteful exercise.

                                           PRAYER

       WHEREFORE, PREMISES CONSIDERED, Plaintiff Khaled Alattar respectfully

requests that this Court quash the deposition of Wayne Dolcefino, issue a protective order

against future attempts to depose Mr. Dolcefino, and such other and further relief as to

which Plaintiff may be justly entitled.



                                            Respectfully submitted,

                                            KELLER & ASSOCIATES, P.C.


                                            By:    /s/ Brian M. Keller
                                                   Brian M. Keller
                                                   State Bar No. 00784376
                                                   2500 West Loop South, Suite 300
                                                   Houston, TX 77027
                                                   281-853-9456
                                                   713-600-5804 (fax)
                                                   bkeller@kellerattorneys.com

                                                   Of Counsel:
                                                   Mark Ritchie
                                                   State Bar No. 24002845
                                                   mritchie@kellerattorneys.com

                                            Attorneys for Plaintiff Khaled Alattar




                                              4
                         CERTIFICATE OF CONFERENCE

       I certify that on June 19, 2015, I attempted to confer via email with Jason Hopkins,
counsel for Jinsun LLC, regarding this motion to quash and motion for protective order,
indicating that if I did not hear from him by 4:00 p.m. I would presume his opposition.
Mr. Hopkins did not respond before the 4:00 p.m. deadline.

                                                              /s/ Mark Ritchie
                                                              Mark Ritchie



                            CERTIFICATE OF SERVICE

      A copy of this document was served electronically on all counsel of record on
June 19, 2015, as follows:

      David R. Clouston
      Leslye Moseley
      Sessions Fishman Nathan & Israel LLC
      900 Jackson Street, Suite 440
      Dallas, Texas 75202
      (214) 741-3024 – office
      (214) 741-3055 – facsimile
      dclouston@sessions-law.biz
      lmoseley@sessions-law.biz
      Attorneys for Jonathan Friedlander, Equity Highrise, Inc., Scott Gann,
      Lazy Bear LLC, Lee Bear LLC, Sun Bear LLC, OSO Capital LLC and Joseph Lee

      Jason Hopkins
      Jason Lewis
      Adam S. Tyler
      Greenberg Traurig, LLP
      2200 Ross Avenue, Suite 5200
      Dallas, Texas 75201
      (214) 665-3660 - office
      (214) 665-5960 - facsimile
      hopkinsjm@gtlaw.com
      lewisjs@gtlaw.com
      tylera@gtlaw.com
      Attorneys for Kevan Casey, Jinsun LLC and Far East Strategies LLC



                                            5
Mark S. Hellinger
The Hellinger Law Firm
12 Greenway Plaza, Suite 1100
Houston, Texas 77046
(713) 623-1153 – office
(713) 623-1221 – facsimile
mhellinger@hellingerlawfirm.com
Attorney for Jonathan Camarillo and The Jonathan Camarillo Trust

J. Randle Henderson
16506 FM 529, Suite 115-107
Houston, Texas 77095
(713) 870-8358 – office
(281) 758-0545 – facsimile
jrh@hendersonrandy.com
Attorney for Sano Holdings, Inc., Kay Holdings, Inc., William W. Bartlett, Jr.,
Kevin Lisman, Thomas Hudson, The Brompton Group NA, LLC, Jeff Lamont,
Robert Klinek, Susan Pack, Lance Baral, Lawrence Isen and the Isen Trust

Charley Davidson
Anthony L. Laporte
Hanszen Laporte, LLP
11767 Katy Freeway, Suite 850
Houston, Texas 77079
(713) 522-9444 – office
(713) 524-2580 – facsimile
cdavidson@hanszenlaporte.com
alaporte@hanszenlaporte.com
Attorneys for Mark Trotter

Jonathan D. Neerman
Brian H. Oates
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 661-6899 – facsimile
(214) 952-5822 - facsimile
jneerman@jw.com
boates@jw.com
Attorneys for Apex Clearing Corporation




                                   6
Arthur Gollwitzer, III
Michael Best & Friedrich LLP
12600 Hill Country Blvd., R-275
Austin, Texas 78738
(512) 329-2676 – office
(312) 222-0818 – facsimile
agollwitzer@michaelbest.com
Attorney for Wilson-Davis & Co.

Blaire Bruns Johnson
James Chambers
Edison, McDowell & Hetherington LLP
3200 Southwest Freeway, Suite 2100
Houston, Texas 77027
(713) 337-5580 – office
(713) 337-8850 – facsimile
blaire.johnson@emhllp.com
james.chambers@emhllp.com
Attorneys for Acadia Holding Corporation

Kevin T. Kennedy
2500 West Loop South, Suite 315
Houston, Texas 77027
(713) 979-2003 – facsimile
k.t.p.kennedy@gmail.com
Attorney for Intervenors

Tommy Allen
631 Cypresswood Ln.
Spring, Texas 77373
tallen2112@yahoo.com
Defendant, Pro se



                                        /s/ Brian M. Keller
                                  Brian M. Keller




                                    7
                                                                                                    6/17/2015 11:16:30 AM
                                                                                 Chris Daniel - District Clerk Harris County
                                                                                                    Envelope No. 5708919
                                                                                                     By: SHELLEY BOONE
                                                                                            Filed: 6/17/2015 11:16:30 AM

                                      CAUSE NO. 2012-54501

KHALED ALATTAR,                       §     IN THE DISTRICT COURT
                                      §
      Plaintiff,                      §
                                      §
v.                                    §
                                      §     113th JUDICIAL DISTRICT
JINSUN, LLC,                          §
FAR EAST STRATEGIES, LLC, and         §
KEVAN CASEY, et al.,                  §
                                      §
      Defendants.                     §     HARRIS COUNTY, TEXAS
______________________________________________________________________________

           JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION
              SUBPOENA DUCES TECUM OF WAYNE DOLCEFINO
______________________________________________________________________________

TO:       Wayne Dolcefino, 3701 Kirby, Suite 560, Houston, Texas 77098.

          Pursuant to Rule 205.2 of the Texas Rules of Civil Procedure, please take notice that

Defendant Jinsun LLC (“Jinsun”) will take the oral deposition of Wayne Dolcefino before a

certified court reporter on June 26, 2015, beginning at 10:00 a.m., and continuing thereafter until

complete. The deposition will take place at the law offices of Greenberg Traurig LLP, 1000

Louisiana Street, Suite 1700, Houston, Texas 77002, or such other place as may be mutually

agreed.

          All parties are invited to attend and examine the witness as prescribed by the Texas Rules

of Civil Procedure. The deposition will be recorded stenographically and may be videotaped.

Any party wishing to have this deposition recorded by another method may serve written notice

designating the desired method on all other parties and must make arrangements for the

additional method at its own expense.




JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 1
DAL 79492903v2
         Pursuant to Rule 199.2(b)(5) of the Texas Rules of Civil Procedure, you are directed to

produce, at or before the time of the deposition, the documents described in Exhibit “A” hereto.

Dated: June 16, 2015.

                                                   Respectfully submitted,

                                                     /s/ Jason M. Hopkins
                                                   Mary-Olga Lovett
                                                      Texas Bar No. 00789289
                                                      lovettm@gtlaw.com
                                                   Jason S. Lewis
                                                      Texas Bar No. 24007551
                                                      lewisjs@gtlaw.com
                                                   Jason M. Hopkins
                                                      Texas Bar No. 24059969
                                                      hopkinsjm@gtlaw.com
                                                   GREENBERG TRAURIG, LLP
                                                   2200 Ross Avenue, Suite 5200
                                                   Dallas, Texas 75201
                                                   (214) 665-3660 - office
                                                   (214) 665-5960 - facsimile

                                                   ATTORNEYS FOR KEVAN CASEY,
                                                   JINSUN, LLC, AND FAR EAST
                                                   STRATEGIES, LLC

                                   CERTIFICATE OF SERVICE

          I certify that I served the foregoing notice on all counsel of record via email on June 16,

 2015.
                                                   /s/ Jason M. Hopkins
                                                   Jason M. Hopkins




JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 2
DAL 79492903v2
                                            Exhibit “A”

                                           INSTRUCTIONS

       1.       Singular and masculine forms of any nouns or pronouns shall embrace and be
applied as the plural, feminine, or neuter, as the context requires, and vice versa.

       2.      The past tense of any verb shall embrace and be applied as the present tense, as
the context requires or as applicable, and vice versa.

        3.       The plural includes the singular and vice versa.

       4.     Each request is to be construed and answered or responded to separately and
independently, and is not to be referenced to any other request for purposes of limitation.

        5.      These requests are continuing in nature and require supplementation as soon as
practical if you or your attorney obtain information which reveals that your answers were
incorrect or incomplete when made or that your answers are no longer correct or complete.

        6.     Documents produced pursuant to these requests should be tendered either in the
precise form or manner as they are kept in the usual course of business, or organized and labeled
to correspond with the categories that follow in this request.

        7.      If any document has been destroyed, describe in detail the circumstances of and
reasons for such destruction and produce all documents that relate to either the circumstances of
or reasons for such destruction.

        8.      You are to produce all documents, as defined below, that are in your actual or
constructive possession, custody, or control or in the possession, custody, or control of your
respective counsel, agents, or representatives, or which can be obtained through reasonably
diligent efforts. Without limiting the term “control,” a document is deemed to be within one’s
control if you have ownership, possession or custody of the document, or the rights to secure the
document or copy thereof from any person or public or private entity having physical possession
thereof. The terms “possession, custody, or control” are to be construed in the broadest manner
consistent with Texas law.

       9.     All duplicates or copies of documents are to be provided to the extent they have
handwriting, additions, or deletions of any kind different from the original document being
produced, and vice versa.

       10.    The requests and interrogatories herein seek documents and information from
January 1, 2012 to present, unless otherwise stated.

                                            DEFINITIONS

        The following terms have the following meanings, unless other required by context:


JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 3
DAL 79492903v2
      1.       The terms “and” as well as “or” shall be construed either disjunctively or
conjunctively to bring within the scope of these Requests any information which might otherwise
be construed to be outside their scope.

        2.      “You” or “your” or “Dolcefino” means Wayne Dolcefino, and includes any
person or entity (including Dolcefino Consulting) acting for or on behalf of Dolcefino, including,
but not limited to all present and former directors, officers, agents, managers, servants,
employees (including direct, borrowed, special or statutory employees), and/or representatives,
affiliates, successors, predecessors, subsidiaries, parents, divisions, partners, attorneys, or other
persons or entities acting or purporting to act on his behalf, whether individually or collectively.

       3.       “Luxeyard” means Luxeyard Inc., LY Retail LLC, and any person or entity acting
on their behalf, including, but not limited to all present and former directors, officers, agents,
managers, servants, employees (including direct, borrowed, special or statutory employees),
and/or representatives, affiliates, successors, predecessors, subsidiaries, parents, divisions,
partners, attorneys, or other persons or entities acting or purporting to act on Luxeyard’s behalf,
whether individually or collectively.

        4.      The term “Document” is used in the broadest sense and shall mean all things
described in Rule 192.3(b) of the TEXAS RULES OF CIVIL PROCEDURE and includes, but is not
limited to, any and all papers, files, reports, correspondence, summaries, stenographic or
handwritten notes, announcements, drafts, and preliminary copies of documents, transcripts,
minutes, studies, memoranda, notes or memoranda of conversations, telephone messages,
transmittal slips, printed literature, brochures, catalogues, advertising of all types, test reports,
articles, publications, books, pamphlets, pictures, diaries, appointment books, calendars, minute
books, by-laws, stock certificates, statistical compilations, telegrams, telexes, cables, teletypes,
mailgrams, facsimiles, graphs, charts, surveys, analyses, compilations, movie films, audiotapes,
videotapes, microfilms, slides or still films, statistics, data processing cards, computer records, e-
mails, computerized instant messages, .txt messages, SMS files, MMS files, computer tapes,
printouts, books of account, ledgers, journals, spreadsheets, control sheets, working papers,
audits, or any writing or documentation or data of any kind or description, whether handwritten,
typewritten, printed, copied, microfilmed, printed on computer cards or tapes or data in existence
or available or otherwise retrievable, in your custody, possession, or control of every type and
description, regardless of form or nature, pertaining in whole or in part, directly or indirectly, to
the matters referred to in the foregoing Requests. Please note that such definition includes
electronic or videotape recordings, electronic data and data compilations. As it relates to
information that is stored as electronic or magnetic data on a computer, or any other information
storage devise, the terms “document,” “documents,” or “documentation” includes the raw
electronic data and software applications necessary to translate the information into useable form
as well as any tangible copies or printouts of such information.

       5.      The term “Communications” shall mean any oral or written utterance, transfer or
exchange of information, notation or statement of any nature whatsoever, by or to whomever
made, including, but not limited to correspondence, conversations, dialogues, discussions,
interviews, consultations, telephone calls, meetings, telexes, cables, agreements, electronic mail,

JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 4
DAL 79492903v2
text messages transmitted by cellular telephone, instant messaging, and/or any other
understandings.

                                  REQUESTS FOR PRODUCTION

       Please produce any document that contains, concerns, embodies, refers to, relates to,
analyzes, summarizes, evaluates, discusses, reports, explains, supports, corroborates,
substantiates, confirms, disputes, refutes, contradicts, forms a basis of or otherwise contains
information about the following:

    1. Communications with any party (or former party) to this lawsuit;

    2. Communications with counsel for any party (or former party) to this lawsuit;

    3. Communications with Amir Mireskandari, Alidad Mireskandari, or Yuval Ran;

    4. Communications with any other person, entity, or government agency relating to
       Luxeyard, this lawsuit, or any defendant in this lawsuit;

    5. Your retention or engagement by any party (or former party) to this lawsuit; counsel for
       any party (or former party) to this lawsuit; Amir Mireskandari, Alidad Mireskandari, or
       Yuval Ran;

    6. Payments made, or due to be made, to you by any party (or former party) to this lawsuit,
       counsel for any party (or former party) to this lawsuit, Amir Mireskandari, Alidad
       Mireskandari, or Yuval Ran;

    7. Your review of documents involving litigation relating to Luxeyard;

    8. Your research into financial transactions known or suspected to be “pump and dump”
       schemes;

    9. Documents or other work product generated by you that relate to Luxeyard, this lawsuit,
       or any defendant in this lawsuit; and

    10. Telephone records reflecting all calls you made relating to Luxeyard, this lawsuit, or any
        defendant in this lawsuit.




JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 5
DAL 79492903v2
                                   THE STATE OF TEXAS

                                   CAUSE NO. 2012-54501

KHALED ALATTAR,                       §     IN THE DISTRICT COURT
                                      §
      Plaintiff,                      §
                                      §
v.                                    §
                                      §     113th JUDICIAL DISTRICT
JINSUN, LLC,                          §
FAR EAST STRATEGIES, LLC, and         §
KEVAN CASEY, et al.,                  §
                                      §
      Defendants.                     §     HARRIS COUNTY, TEXAS
______________________________________________________________________________

           FIRST AMENDED DEPOSITION SUBPOENA DUCES TECUM
______________________________________________________________________________

STATE OF TEXAS

COUNTY OF HARRIS

TO ANY SHERIFF, CONSTABLE, OR OFFICER FOR THE STATE OF TEXAS OR ANY
OTHER AUTHORIZED PERSON TO SERVE AND EXECUTE SUBPEONAS AS
PROVIDED IN THE TEXAS RULES OF CIVIL PROCEDURE 176.

Greetings:

     YOU ARE HEREBY COMMANDED TO SUBPOENA AND SUMMON THE
FOLLOWING DEPONENT:

        Wayne Dolcefino
        3701 Kirby, Suite 560
        Houston, Texas 77098

to appear before a certified court reporter for the State of Texas at the law offices of Greenberg
Traurig LLP, 1000 Louisiana Street, Suite 1700, Houston, Texas 77002, or such other place as
may be mutually agreed, on June 26, 2015 at 10:00 a.m., to attend and give testimony and
produce documents in the above case at a deposition taken on behalf of Defendant Jinsun LLC,
and to remain in attendance from day to day until lawfully discharged. The deposition may also
be videotaped.

Contempt: Failure by any person without adequate excuse to obey a subpoena served upon
that person may be deemed a contempt of the court from which the subpoena is issued or a

FIRST AMENDED DEPOSITION SUBPOENA DUCES TECUM – PAGE 1
DAL 79492903v2
district court in the county in which the subpoena is served, and may be punishable by fine
or confinement, or both. Tex. R. Civ. P. 176.8(a).

WITNESS MY HAND this the 16th day of June, 2015.

                                             Respectfully submitted,

                                               /s/ Jason M. Hopkins
                                             Mary-Olga Lovett
                                                Texas Bar No. 00789289
                                                lovettm@gtlaw.com
                                             Jason S. Lewis
                                                Texas Bar No. 24007551
                                                lewisjs@gtlaw.com
                                             Jason M. Hopkins
                                                Texas Bar No. 24059969
                                                hopkinsjm@gtlaw.com
                                             GREENBERG TRAURIG, LLP
                                             2200 Ross Avenue, Suite 5200
                                             Dallas, Texas 75201
                                             (214) 665-3660 - office
                                             (214) 665-5960 - facsimile

                                             ATTORNEYS FOR KEVAN CASEY,
                                             JINSUN, LLC, AND FAR EAST
                                             STRATEGIES, LLC




FIRST AMENDED DEPOSITION SUBPOENA DUCES TECUM – PAGE 2
DAL 79492903v2
                                         CAUSE NO. 2012-54501

KHALEO ALATTAR,                                         §          lN THE DISTRICT COURT
                                                        §
                                                        §
                                                        §
v.                                                      §
                                                        ss         113" JUOICIAL OISTRICT
JfNSUN, LLC,                                            §
FAR EAST STRATEG 1•:s, LLC, and                         §
KEVAN CASEY, ct al.,                                    §
                                                        §
       J)efcnd•nts.                                     §         HARRfS COUNTY, TEXAS


                                           PROO~· OF S•:RVlCE



Came to hand on       .Junt /6tb 1 ;} 0/~
Executed at:_.31.Q.Lkitby-Cryi_ie3\'~Q); /.lr:~1Jet~/'770'J'
Witl1inthe countyof HMtisat Z·.18 fl.a. , on 06//£/Jnf.J
by deli"ering 10 lbe \\ti.thin named:           I
                                                 Wayne l)olcefino

In person a true copy hereof and tendering S 11 .00 in cash.




                                                             By:~~
                                                               5,;CH'lf'7l3Q':lft/?o~IZ
                                                             Server IP #

Subscribed and S\Vorn to by( .. ~               tp.i.2,e\f. Before me, the undetsig.ned authority, on this
the 111\'\    day ofJune, 2015.


                       YAOUEt l'* G CUESTA.
                      Plrf Commisuon Expirt;S
                          January t7, 2018




PR()()f OF SF.RVJC[ ()f SlJBPOF.NA - PA<;E I
DAL 79492903Y2
                           AFFIDAVIT OF WAYNE DOLCEFINO

STATE OF TEXAS                 §
                               §
COUNTY OF HARRIS               §

       On this day, Wayne Dolcefino appeared before me, the undersigned notary public, and

after I administered an oath to him, upon his oath, he said:

1.     My name is Wayne Dolcefino. I am over the age of twenty-one (21) years, of sound mind,
       and competent to make this affidavit. The facts stated within this affidavit are within my
       personal knowledge and are true and correct.

2.     For nearly 27 years, I headed up the 13 Undercover Unit at KTRK TV. As an investigative
       journalist, I specialized in reporting on public corruption, wasteful government spending,
       and fraud. Since leaving KTRK TV, I have continued to devote substantial amounts of my
       time as a consultant to investigating and preparing news and information to be distributed
       through written and broadcast news media.

3.     Recently, I started developing a story on a group of individuals who have participated in a
       number of "pump and dump" schemes, including the one that targeted LuxeYard. All
       information I have regarding LuxeYard and the related "pump and dumps" was obtained by
       me to put together this story.

4.     I have contacted some of the individuals who participated in the LuxeYard "pump and
       dump" to offer them an opportunity to comment. I believe that the deposition notice and
       subpoena served on me earlier this week is an effort to intimidate me into abandoning this
       story.

FURTHER AFFIANT SAITH NOT.




        SUBSCRIBED AND SWORN TO BEFORE ME, on this the                              I q day of
                               CAUSE NO. 2012-54501

KHALED ALATTAR,                             §        IN THE DISTRICT COURT OF
                                            §
        Plaintiff,                          §
                                            §
v.                                          §             HARRIS COUNTY, TEXAS
                                            §
KEVAN CASEY, ET AL.,                        §
                                            §
        Defendants.                         §             113th JUDICIAL DISTRICT


     PROPOSED ORDER ON PLAINTIFF’S MOTION TO QUASH DEPOSITION
       OF WAYNE DOLCEFINO AND MOTION FOR PROTECTIVE ORDER

        ON THIS DAY came to be heard Plaintiff’s Motion to Quash Deposition of

Wayne Dolcefino and Motion for Protective Order.           After considering Plaintiff’s

Motions, any responses on file, and the arguments of counsel, the Court is of the opinion

that Plaintiff’s Motions are meritorious and are in all things GRANTED. It is therefore,

        ORDERED, ADJUDGED, AND DECREED that Plaintiff’s Motion to Quash the

Deposition of Wayne Dolcefino and Motion for Protective Order is GRANTED. The

Amended Notice of Deposition and Subpoena Duces Tecum is quashed. Additionally, a

protective order is hereby issued prohibiting further attempts to take the deposition of

Wayne Dolcefino or otherwise obtain discovery from him in this proceeding.

        SIGNED this         day of                            , 2015.



                                                              JUDGE PRESIDING
TAB D
                                                                                                    6/24/2015 6:35:03 PM
                                                                               Chris Daniel - District Clerk Harris County
                                                                                                  Envelope No. 5814777
                                                                                                     By: DELTON ARNIC
                                                                                            Filed: 6/24/2015 6:35:03 PM

                                    CAUSE NO. 2012-54501

KHALED ALATTAR,                                §       IN THE DISTRICT COURT
                                               §
       Plaintiff,                              §
                                               §
v.                                             §
                                               §       113th JUDICIAL DISTRICT
JINSUN, LLC,                                   §
FAR EAST STRATEGIES, LLC, and                  §
KEVAN CASEY, et al.,                           §
                                               §
       Defendants.                             §       HARRIS COUNTY, TEXAS

                          JINSUN LLC’S RESPONSE TO MOTION
                          TO QUASH DOLCEFINO DEPOSITION

       Defendant Jinsun LLC (“Jinsun”) files this Response to Plaintiff’s Motion to Quash

Deposition of Wayne Dolcefino and Motion for Protective Order and states:

                                          Introduction

       Wayne Dolcefino, who runs a Houston-area consulting business, has repeatedly contacted

defendants in this case and claimed that he has substantial information relating to “pump and

dumps” of both Luxeyard and other companies into which Alattar has sought (and the Court has

allowed) discovery. Jinsun properly subpoenaed Dolcefino’s deposition so that it could obtain

that information, but Plaintiff moved to quash the deposition on the basis that Dolcefino is

exempt from discovery under the Texas reporter shield law. That argument is baseless because

Dolcefino—who describes himself as a consultant hired by a law firm—is not a reporter to whom

the shield law applies.

                                   Argument and Authorities

       Dolcefino is not a journalist entitled to protections under the Texas reporter’s shield law.

That law, enacted in 2009, has as its stated purpose the preservation of “a free and active press.”


JINSUN LLC’S RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 1
DAL 79506313v1
Tex. Civ. Prac. & Rem. Code § 22.022. The problem for Dolcefino is that he is not a member of

the press.

       In the affidavit Dolcefino provided to Plaintiff’s counsel, Dolcefino testifies that he was

formerly employed as a reporter for KRTK TV. 1 But no provision of law creates any privilege

for a former reporter. And a cursory examination of Dolcefino’s own website demonstrates that

he is no longer a newsman. On his website, Dolcefino states that he is president of an outfit

called Dolcefino Consulting, which provides “credibility when you need it most.”2 Dolcefino

advertises his services in “litigation support,” as a testifying expert witness, 3 a political

consultant, 4 and a private investigator who “knows how to dig ... and what to dig for.”5

Dolcefino summarizes the list of “services” he provides:

       This firm consults on crisis management, ethics reviews, informational marketing
       and media relations and provides production, investigative services and expert
       testimony in litigation. Dolcefino has significant experience in courtroom
       litigation relating to first amendment issues. 6

Nowhere in the list of “Services” he provides is there a single mention of journalism.

       Dolcefino’s description of his work confirms that he deals in advocacy, not reporting. He

writes on his website that “[t]he opposition must understand the power of your client’s argument

and what that will look like if your case goes to a jury. They must also understand the power of

that suffering if their anguish ever appears on the internet, not for one night on local news, but for

years to come.” 7 Apparently, Dolcefino intends to help “the opposition” [i.e., Jinsun] understand


1
  Plaintiff’s Motion to Quash at Exhibit “B,” ¶ 2.
2
  www.dolcefinoconsulting.com
3
  Id.
4
  www.dolcefinoconsulting.com/politicalconsulting
5
  www.dolcefinoconsulting.com/investigations
6
  www.dolcefinoconsulting.com/about
7
  www.dolcefinoconsulting.com/litigationsupport

JINSUN LLC’S RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 2
DAL 79506313v1
Alattar’s “suffering” by posting it on the internet. That is patently not journalism, much less

journalism protected from the discovery process.

        The fact that Dolcefino is not acting as a journalist is confirmed by statements he has

made to parties to this case. Specifically, in January of 2015, Dolcefino called Kevan Casey and

told Mr. Casey that he had been hired by an unnamed law firm to write a “pump and dump piece”

on Mr. Casey. 8 Importantly, the “pump and dump piece” Dolcefino intended to write—but

apparently hasn’t gotten around to writing yet—would involve not only on Luxeyard, but also the

other companies Alattar has repeatedly presented to the Court as “other pump and dumps.” 9

        Separately, on June 5, 2015, Dolcefino sent a letter to Mr. Camarillo’s lawyer, a true and

correct copy of which is attached as Exhibit “B.” In that letter, Dolcefino describes his firm as an

“investigative communications firm,” says that he is “intrigued” with Mr. Camarillo’s service in

the United States Marine Corps, and threatens to contact “the Pentagon media office in

Washington in the coming days to test their awareness of these civil issues.” 10 He suggests that

all Mr. Camarillo need do to avoid this obvious harassment is to set up an interview, and to

assure “the plaintiffs”—a reference to Amir Mireskandari—that Mr. Camarillo is “OK with

public discussion of this issue.” 11 These efforts at harassment are wholly improper, especially

when they are undertaken by a consultant employed by a lawyer, presumably a lawyer

representing a party to this case.

        Notably, actions of third parties acting under an attorney’s direction, such as

investigators, can be imputed to the law firm in the context of attorney ethics. See ABA


8
  Casey Affidavit, Exhibit “A,” at ¶ 2.
9
  Id. at ¶ 3.
10
   Exhibit “B” at 1.
11
   Id. at 1-2.

JINSUN LLC’S RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 3
DAL 79506313v1
Committee on Ethics and Professional Responsibility, Formal Op. 95-396 (investigator acting as

lawyer’s alter ego; lawyer ethically responsible for investigator’s conduct).          Certainly, if

Dolcefino is directly contacting parties to this case as an undisclosed representative of a law firm

involved in this case, then he and the firm he is allegedly working for are violating Texas

Disciplinary Rule of Professional Conduct 4.02, which provides that “a lawyer shall not

communicate or cause or encourage another to communicate about the subject of the

representation with a person, organization or entity of government the lawyer knows to be

represented by another lawyer regarding that subject, unless the lawyer has the consent of the

other lawyer or is authorized by law to do so.”

        Jinsun is entitled to take the deposition of any nonparty witness who has relevant

information, and Dolcefino unquestionably falls within that category. The information he claims

to possess relating to Luxeyard, as well as Alattar’s “other pump and dumps” into which the

Court has allowed discovery, is patently discoverable, especially if he obtained that information

from the parties to this case or their counsel.         His admitted communications with Amir

Mireskandari are discoverable, as are his communications with lawyers and parties in this case.

His intent in sending the extortion letter to Mr. Camarillo’s counsel is also discoverable, as is the

question of whether he was instructed to send that letter by his employer. In short, Dolcefino has

discoverable information, and Jinsun is entitled to take his deposition to get it.

                                               Prayer

        WHEREFORE, Jinsun respectfully requests that the Court deny Plaintiff’s motion, order

the deposition of Dolcefino, and grant Jinsun such other and further relief to which it may be

entitled.



JINSUN LLC’S RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 4
DAL 79506313v1
                                                 Respectfully submitted,

                                                 /s/ Jason M. Hopkins
                                                Mary-Olga Lovett
                                                  Texas Bar No. 00789289
                                                  lovettm@gtlaw.com
                                                Jason S. Lewis
                                                  Texas Bar No. 24007551
                                                   lewisjs@gtlaw.com
                                                 Jason M. Hopkins
                                                  Texas Bar No. 24059969
                                                  hopkinsjm@gtlaw.com
                                                GREENBERG TRAURIG, LLP
                                                2200 Ross Avenue, Suite 5200
                                                Dallas, Texas 75201
                                                (214) 665-3660 - office
                                                (214) 665-5960 - facsimile

                                                ATTORNEYS FOR KEVAN CASEY, JINSUN,
                                                LLC, AND FAR EAST STRATEGIES, LLC

                                CERTIFICATE OF SERVICE

        I certify that I served the foregoing response on all counsel of record via email on June

 24, 2015.
                                                /s/ Jason M. Hopkins
                                                Jason M. Hopkins




JINSUN LLC’S RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 5
DAL 79506313v1
                             DOLCEFINO CONSULTING
June 5, 2015

Mark S. Hellinger
The Hellinger Law Firm
12 Greenway Plaza, Suite 1100
Houston, Texas 77046

Mr. Hollinger,

I have already left messages with your office, so this will serve as an additional attempt to establish
communications with your firm and your client Jonathan Camarillo.

Dolcefino Consulting is an investigative communications firm in Houston. For several months I have been
researching financial transactions known or suspected in the law enforcement community as “pump and dump”
schemes. Of course, that definition is obviously in the eye of the beholder.

As part of my review I have been examining public records involving ongoing litigation surrounding the rise
and fall of LuxeYard, and in my research your client’s name has surfaced. I am especially intrigued that Mr.
Camarillo appears to have been implicated in litigation in these significant financial transactions, while being
employed as a recruiter for the U.S. Marine Corp.

I understand Mr. Camarillo is out of the country in Japan, which may have shielded him from discovery, but of
course not media scrutiny. I was planning on contacting the Pentagon media office in Washington in the coming
days to test their awareness of these civil issues and whether this assignment was related to litigation, but
thought you might be helpful in convincing your client to discuss this case, as well as his knowledge of Kevan
Casey, Frederick Hutttner, Scott Gann and others. I am most intrigued about his decision to remain a recruiter
despite his obvious knowledge of complicated financial transactions.

I have also reached out to Amir Mireskandari, who has complained vociferously in court documents about the
Luxeyard circumstances. Mr. Mireskandari has advised he cannot discuss Mr. Camarillo on camera with any
media partners while the litigation is proceeding. I am providing him with a copy of this correspondence.




                                            3701 Kirby, Suite 560
                                            Houston, Texas 77098
                                               713-360-6911
Mobile: 713-389-0810                                                               wayne@dolcefinoconsulting.com
                                                www.dolcefino.com
                             DOLCEFINO CONSULTING

I have been routinely providing updates to Scott Zamost of CNN Investigations and Ira Rosen, a senior
investigative producer of 60 Minutes regarding a number of companies that appear to have had wild fluctuations
in stock prices.

Would appreciate a phone call to set up an interview, and perhaps even your assistance in assuring the plaintiffs
that you are OK with public discussion of this issue, since so many Americans invested in these companies.


Wayne Dolcefino
Dolcefino


Respectfully,




Wayne Dolcefino
Dolcefino Consulting




                                           3701 Kirby, Suite 560
                                           Houston, Texas 77098
                                              713-360-6911
Mobile: 713-389-0810                                                             wayne@dolcefinoconsulting.com
                                               www.dolcefino.com
TAB E
                                                                                                   6/27/2015 4:37:11 PM
                                                                              Chris Daniel - District Clerk Harris County
                                                                                                 Envelope No. 5851690
                                                                                                  By: SHELLEY BOONE
                                                                                         Filed: 6/29/2015 12:00:00 AM

                                   CAUSE NO. 2012-54501

KHALED ALATTAR,                                §       IN THE DISTRICT COURT
                                               §
        Plaintiff,                             §
                                               §
v.                                             §
                                               §       113th JUDICIAL DISTRICT
JINSUN, LLC,                                   §
FAR EAST STRATEGIES, LLC, and                  §
KEVAN CASEY, et al.,                           §
                                               §
        Defendants.                            §       HARRIS COUNTY, TEXAS

             JINSUN LLC’S SUPPLEMENT TO ITS RESPONSE TO MOTION
                      TO QUASH DOLCEFINO DEPOSITION

        Defendant Jinsun LLC (“Jinsun”) files this Supplement to its Response to Plaintiff’s

Motion to Quash Deposition of Wayne Dolcefino and Motion for Protective Order and states:

        1.     On May 16, 2013, KPRC-TV aired an interview with Dolcefino. That interview is

available at http://www.click2houston.com/news/former-ktrk-reporter-wayne-dolcefino-talks-to-

local-2/20179506.

        2.     In the interview, Dolcefino stated: “I run a communications company now, I

am not an investigative reporter.” Id. (emphasis added).

        3.     Dolcefino’s admission is conclusive proof that he is not a reporter entitled to the

protections of the Texas reporter’s shield law. Alattar’s motion to quash Dolcefino’s deposition

on that basis must be denied.

                                             Prayer

        WHEREFORE, Jinsun respectfully requests that the Court deny Plaintiff’s motion, order

the deposition of Dolcefino, and grant Jinsun such other and further relief to which it may be

entitled.


JINSUN LLC’S SUPPLEMENT TO ITS RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 1
DAL 79512885v1
                                                 Respectfully submitted,

                                                 /s/ Jason M. Hopkins
                                                Mary-Olga Lovett
                                                  Texas Bar No. 00789289
                                                  lovettm@gtlaw.com
                                                Jason S. Lewis
                                                  Texas Bar No. 24007551
                                                   lewisjs@gtlaw.com
                                                 Jason M. Hopkins
                                                  Texas Bar No. 24059969
                                                  hopkinsjm@gtlaw.com
                                                GREENBERG TRAURIG, LLP
                                                2200 Ross Avenue, Suite 5200
                                                Dallas, Texas 75201
                                                (214) 665-3660 - office
                                                (214) 665-5960 - facsimile

                                                ATTORNEYS FOR KEVAN CASEY, JINSUN,
                                                LLC, AND FAR EAST STRATEGIES, LLC

                                CERTIFICATE OF SERVICE

        I certify that I served the foregoing supplement on all counsel of record via the Court’s

 e-filing system on June 27, 2015.
                                                /s/ Jason M. Hopkins
                                                Jason M. Hopkins




JINSUN LLC’S SUPPLEMENT TO ITS RESPONSE TO MOTION TO QUASH DOLCEFINO DEPOSITION – PAGE 2
DAL 79512885v1
TAB F
From:               Westin, Jennifer (Secy-Dal-LT)
To:                 "lmoseley@sessions-law.biz"; "jrh@hendersonrandy.com"; "danny@sheenalawfirm.com"; "jneerman@jw.com";
                    "jeff@karchmerlaw.com"; "mhellinger@hellingerlawfirm.com"; "steven@engelhardtlaw.com";
                    "alaporte@hanszenlaporte.com"; "agollwitzer@michaelbest.com"; "brian@fkblawfirm.com";
                    "k.t.p.kennedy@gmail.com"
Cc:                 Jason Hopkins
Subject:            Cause No. 2012-54501; Alattar
Date:               Tuesday, June 16, 2015 3:49:45 PM
Attachments:        2015.06.16 [Alattar] First Amended Depo Subpoena - Dolcefino.pdf



See attached.
 
Jennifer Westin
Secretary
Greenberg Traurig, LLP | 2200 Ross Avenue, Suite 5200 | Dallas, TX 75201
Tel 214.665.3656 | Fax 214.665.3601
westinj@gtlaw.com | www.gtlaw.com
 
                                      CAUSE NO. 2012-54501

KHALED ALATTAR,                       §     IN THE DISTRICT COURT
                                      §
      Plaintiff,                      §
                                      §
v.                                    §
                                      §     113th JUDICIAL DISTRICT
JINSUN, LLC,                          §
FAR EAST STRATEGIES, LLC, and         §
KEVAN CASEY, et al.,                  §
                                      §
      Defendants.                     §     HARRIS COUNTY, TEXAS
______________________________________________________________________________

           JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION
              SUBPOENA DUCES TECUM OF WAYNE DOLCEFINO
______________________________________________________________________________

TO:       Wayne Dolcefino, 3701 Kirby, Suite 560, Houston, Texas 77098.

          Pursuant to Rule 205.2 of the Texas Rules of Civil Procedure, please take notice that

Defendant Jinsun LLC (“Jinsun”) will take the oral deposition of Wayne Dolcefino before a

certified court reporter on June 26, 2015, beginning at 10:00 a.m., and continuing thereafter until

complete. The deposition will take place at the law offices of Greenberg Traurig LLP, 1000

Louisiana Street, Suite 1700, Houston, Texas 77002, or such other place as may be mutually

agreed.

          All parties are invited to attend and examine the witness as prescribed by the Texas Rules

of Civil Procedure. The deposition will be recorded stenographically and may be videotaped.

Any party wishing to have this deposition recorded by another method may serve written notice

designating the desired method on all other parties and must make arrangements for the

additional method at its own expense.




JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 1
DAL 79492903v2
         Pursuant to Rule 199.2(b)(5) of the Texas Rules of Civil Procedure, you are directed to

produce, at or before the time of the deposition, the documents described in Exhibit “A” hereto.

Dated: June 16, 2015.

                                                   Respectfully submitted,

                                                     /s/ Jason M. Hopkins
                                                   Mary-Olga Lovett
                                                      Texas Bar No. 00789289
                                                      lovettm@gtlaw.com
                                                   Jason S. Lewis
                                                      Texas Bar No. 24007551
                                                      lewisjs@gtlaw.com
                                                   Jason M. Hopkins
                                                      Texas Bar No. 24059969
                                                      hopkinsjm@gtlaw.com
                                                   GREENBERG TRAURIG, LLP
                                                   2200 Ross Avenue, Suite 5200
                                                   Dallas, Texas 75201
                                                   (214) 665-3660 - office
                                                   (214) 665-5960 - facsimile

                                                   ATTORNEYS FOR KEVAN CASEY,
                                                   JINSUN, LLC, AND FAR EAST
                                                   STRATEGIES, LLC

                                   CERTIFICATE OF SERVICE

          I certify that I served the foregoing notice on all counsel of record via email on June 16,

 2015.
                                                   /s/ Jason M. Hopkins
                                                   Jason M. Hopkins




JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 2
DAL 79492903v2
                                            Exhibit “A”

                                           INSTRUCTIONS

       1.       Singular and masculine forms of any nouns or pronouns shall embrace and be
applied as the plural, feminine, or neuter, as the context requires, and vice versa.

       2.      The past tense of any verb shall embrace and be applied as the present tense, as
the context requires or as applicable, and vice versa.

        3.       The plural includes the singular and vice versa.

       4.     Each request is to be construed and answered or responded to separately and
independently, and is not to be referenced to any other request for purposes of limitation.

        5.      These requests are continuing in nature and require supplementation as soon as
practical if you or your attorney obtain information which reveals that your answers were
incorrect or incomplete when made or that your answers are no longer correct or complete.

        6.     Documents produced pursuant to these requests should be tendered either in the
precise form or manner as they are kept in the usual course of business, or organized and labeled
to correspond with the categories that follow in this request.

        7.      If any document has been destroyed, describe in detail the circumstances of and
reasons for such destruction and produce all documents that relate to either the circumstances of
or reasons for such destruction.

        8.      You are to produce all documents, as defined below, that are in your actual or
constructive possession, custody, or control or in the possession, custody, or control of your
respective counsel, agents, or representatives, or which can be obtained through reasonably
diligent efforts. Without limiting the term “control,” a document is deemed to be within one’s
control if you have ownership, possession or custody of the document, or the rights to secure the
document or copy thereof from any person or public or private entity having physical possession
thereof. The terms “possession, custody, or control” are to be construed in the broadest manner
consistent with Texas law.

       9.     All duplicates or copies of documents are to be provided to the extent they have
handwriting, additions, or deletions of any kind different from the original document being
produced, and vice versa.

       10.    The requests and interrogatories herein seek documents and information from
January 1, 2012 to present, unless otherwise stated.

                                            DEFINITIONS

        The following terms have the following meanings, unless other required by context:


JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 3
DAL 79492903v2
      1.       The terms “and” as well as “or” shall be construed either disjunctively or
conjunctively to bring within the scope of these Requests any information which might otherwise
be construed to be outside their scope.

        2.      “You” or “your” or “Dolcefino” means Wayne Dolcefino, and includes any
person or entity (including Dolcefino Consulting) acting for or on behalf of Dolcefino, including,
but not limited to all present and former directors, officers, agents, managers, servants,
employees (including direct, borrowed, special or statutory employees), and/or representatives,
affiliates, successors, predecessors, subsidiaries, parents, divisions, partners, attorneys, or other
persons or entities acting or purporting to act on his behalf, whether individually or collectively.

       3.       “Luxeyard” means Luxeyard Inc., LY Retail LLC, and any person or entity acting
on their behalf, including, but not limited to all present and former directors, officers, agents,
managers, servants, employees (including direct, borrowed, special or statutory employees),
and/or representatives, affiliates, successors, predecessors, subsidiaries, parents, divisions,
partners, attorneys, or other persons or entities acting or purporting to act on Luxeyard’s behalf,
whether individually or collectively.

        4.      The term “Document” is used in the broadest sense and shall mean all things
described in Rule 192.3(b) of the TEXAS RULES OF CIVIL PROCEDURE and includes, but is not
limited to, any and all papers, files, reports, correspondence, summaries, stenographic or
handwritten notes, announcements, drafts, and preliminary copies of documents, transcripts,
minutes, studies, memoranda, notes or memoranda of conversations, telephone messages,
transmittal slips, printed literature, brochures, catalogues, advertising of all types, test reports,
articles, publications, books, pamphlets, pictures, diaries, appointment books, calendars, minute
books, by-laws, stock certificates, statistical compilations, telegrams, telexes, cables, teletypes,
mailgrams, facsimiles, graphs, charts, surveys, analyses, compilations, movie films, audiotapes,
videotapes, microfilms, slides or still films, statistics, data processing cards, computer records, e-
mails, computerized instant messages, .txt messages, SMS files, MMS files, computer tapes,
printouts, books of account, ledgers, journals, spreadsheets, control sheets, working papers,
audits, or any writing or documentation or data of any kind or description, whether handwritten,
typewritten, printed, copied, microfilmed, printed on computer cards or tapes or data in existence
or available or otherwise retrievable, in your custody, possession, or control of every type and
description, regardless of form or nature, pertaining in whole or in part, directly or indirectly, to
the matters referred to in the foregoing Requests. Please note that such definition includes
electronic or videotape recordings, electronic data and data compilations. As it relates to
information that is stored as electronic or magnetic data on a computer, or any other information
storage devise, the terms “document,” “documents,” or “documentation” includes the raw
electronic data and software applications necessary to translate the information into useable form
as well as any tangible copies or printouts of such information.

       5.      The term “Communications” shall mean any oral or written utterance, transfer or
exchange of information, notation or statement of any nature whatsoever, by or to whomever
made, including, but not limited to correspondence, conversations, dialogues, discussions,
interviews, consultations, telephone calls, meetings, telexes, cables, agreements, electronic mail,

JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 4
DAL 79492903v2
text messages transmitted by cellular telephone, instant messaging, and/or any other
understandings.

                                  REQUESTS FOR PRODUCTION

       Please produce any document that contains, concerns, embodies, refers to, relates to,
analyzes, summarizes, evaluates, discusses, reports, explains, supports, corroborates,
substantiates, confirms, disputes, refutes, contradicts, forms a basis of or otherwise contains
information about the following:

    1. Communications with any party (or former party) to this lawsuit;

    2. Communications with counsel for any party (or former party) to this lawsuit;

    3. Communications with Amir Mireskandari, Alidad Mireskandari, or Yuval Ran;

    4. Communications with any other person, entity, or government agency relating to
       Luxeyard, this lawsuit, or any defendant in this lawsuit;

    5. Your retention or engagement by any party (or former party) to this lawsuit; counsel for
       any party (or former party) to this lawsuit; Amir Mireskandari, Alidad Mireskandari, or
       Yuval Ran;

    6. Payments made, or due to be made, to you by any party (or former party) to this lawsuit,
       counsel for any party (or former party) to this lawsuit, Amir Mireskandari, Alidad
       Mireskandari, or Yuval Ran;

    7. Your review of documents involving litigation relating to Luxeyard;

    8. Your research into financial transactions known or suspected to be “pump and dump”
       schemes;

    9. Documents or other work product generated by you that relate to Luxeyard, this lawsuit,
       or any defendant in this lawsuit; and

    10. Telephone records reflecting all calls you made relating to Luxeyard, this lawsuit, or any
        defendant in this lawsuit.




JINSUN LLC’S FIRST AMENDED NOTICE OF DEPOSITION SUBPOENA DUCES TECUM OF
WAYNE DOLCEFINO – PAGE 5
DAL 79492903v2
                                   THE STATE OF TEXAS

                                   CAUSE NO. 2012-54501

KHALED ALATTAR,                       §     IN THE DISTRICT COURT
                                      §
      Plaintiff,                      §
                                      §
v.                                    §
                                      §     113th JUDICIAL DISTRICT
JINSUN, LLC,                          §
FAR EAST STRATEGIES, LLC, and         §
KEVAN CASEY, et al.,                  §
                                      §
      Defendants.                     §     HARRIS COUNTY, TEXAS
______________________________________________________________________________

           FIRST AMENDED DEPOSITION SUBPOENA DUCES TECUM
______________________________________________________________________________

STATE OF TEXAS

COUNTY OF HARRIS

TO ANY SHERIFF, CONSTABLE, OR OFFICER FOR THE STATE OF TEXAS OR ANY
OTHER AUTHORIZED PERSON TO SERVE AND EXECUTE SUBPEONAS AS
PROVIDED IN THE TEXAS RULES OF CIVIL PROCEDURE 176.

Greetings:

     YOU ARE HEREBY COMMANDED TO SUBPOENA AND SUMMON THE
FOLLOWING DEPONENT:

        Wayne Dolcefino
        3701 Kirby, Suite 560
        Houston, Texas 77098

to appear before a certified court reporter for the State of Texas at the law offices of Greenberg
Traurig LLP, 1000 Louisiana Street, Suite 1700, Houston, Texas 77002, or such other place as
may be mutually agreed, on June 26, 2015 at 10:00 a.m., to attend and give testimony and
produce documents in the above case at a deposition taken on behalf of Defendant Jinsun LLC,
and to remain in attendance from day to day until lawfully discharged. The deposition may also
be videotaped.

Contempt: Failure by any person without adequate excuse to obey a subpoena served upon
that person may be deemed a contempt of the court from which the subpoena is issued or a

FIRST AMENDED DEPOSITION SUBPOENA DUCES TECUM – PAGE 1
DAL 79492903v2
district court in the county in which the subpoena is served, and may be punishable by fine
or confinement, or both. Tex. R. Civ. P. 176.8(a).

WITNESS MY HAND this the 16th day of June, 2015.

                                             Respectfully submitted,

                                               /s/ Jason M. Hopkins
                                             Mary-Olga Lovett
                                                Texas Bar No. 00789289
                                                lovettm@gtlaw.com
                                             Jason S. Lewis
                                                Texas Bar No. 24007551
                                                lewisjs@gtlaw.com
                                             Jason M. Hopkins
                                                Texas Bar No. 24059969
                                                hopkinsjm@gtlaw.com
                                             GREENBERG TRAURIG, LLP
                                             2200 Ross Avenue, Suite 5200
                                             Dallas, Texas 75201
                                             (214) 665-3660 - office
                                             (214) 665-5960 - facsimile

                                             ATTORNEYS FOR KEVAN CASEY,
                                             JINSUN, LLC, AND FAR EAST
                                             STRATEGIES, LLC




FIRST AMENDED DEPOSITION SUBPOENA DUCES TECUM – PAGE 2
DAL 79492903v2
                                     CAUSE NO. 2012-54501

KHALED ALATTAR,                       §     IN THE DISTRICT COURT
                                      §
      Plaintiff,                      §
                                      §
v.                                    §
                                      §     113th JUDICIAL DISTRICT
JINSUN, LLC,                          §
FAR EAST STRATEGIES, LLC, and         §
KEVAN CASEY, et al.,                  §
                                      §
      Defendants.                     §     HARRIS COUNTY, TEXAS
______________________________________________________________________________

                             PROOF OF SERVICE
______________________________________________________________________________

Came to hand on _________________________________________.

Executed at:_____________________________________________.

Within the county of Dallas at                  , on                 .
by delivering to the within named:

                                        Wayne Dolcefino

In person a true copy hereof and tendering $11.00 in cash.




                                                By:
                                                Server ID #

Subscribed and sworn to by                      , Before me, the undersigned authority, on this
the           day of June, 2015.




                                                       Notary Public in and For the State of Texas



PROOF OF SERVICE OF SUBPOENA – PAGE 1
DAL 79492903v2
TAB G
                                                                                          Filed 15 July 01 P5:07
                                                                                          Chris Daniel - District Clerk
                                                                                          Harris Gounty

                                                                                                                     Pgs-3
                                            CAUSE NO. 201254501
                                                                                                                     QUDEX
                                                                                                                     JNPAX
                                                                                                                     REPAX
      ALATTAR, KHALED,                                   $               IN THE DISTRICT COURT OF
                                                                                                                     MODIX
                                                         $
                            Plaintffis),                 $
                                                         $
      VS                                                 $                   HARRIS COUNTY, TEXAS
                                                         s
                                                         $
      CASEY, KEVAN,                                      $                   1   13th   JUDICIAL DISTRICT
                             Defendant(s)                $



                                                   ORDER

               Pursuant to notice dated June 23,2015, a conference was held by telephone on June 29,
      2015 concerning a dispute among the pzuties concerning Plaintiff's Motion to Quash Deposition
      of Wayne Dolcefino and Motion for Protective Order, filed June 19,2015. The Court considered
      the said Motion, the response thereto filed by Jinsun, LLP on June24,2015 and its supplement
      filed on lune29,2015, as well as the argument of counsel and relevant authority. Inasmuch                as

      no party asserts that Mr. Dolcefino has personal knowledge of any facts relevant to the disputed
      issues   in this case; that it appeals whatever relevant information Dolcefino may              possess is

      available to the parties fi'om other sources through discovery; and, that there is no cornpelling
      need l'or Dolcefino's research or conclusions, the Motion to Quaslr is granted.


               On June 8, 2015, a hearing was held on Plaintiff's Amended Motion for Leave to Add
      Donald Cameron, Acadia Life Limited and Acadia Life International Limited as Defendants,
      filed June 3,2015. Several counsel voiced opposition to the said Motion at the hearing, yet no
 o    written responses to the Motion were filed before the hearing, and none have been fìled since,
 o
Òo
(É    though time was allowed for same. The said Motion for leave to add Donald Cameron, Acadia
À
      Life Limited and Acadia Life International Limited     as parties is granted.     Plaintiff is perrnitted to
(--
      file an amended pleading to add such parties afterthe June22,2015 pleading cut-off. plovided
\o
\o
      any such amended pleading shall not amend any claims made against existing Defendants.
c)
'o

z
c)
E
o


c)
E
i-'
o
U
               The Defendants' Motion to Rcalign thc Parties is grantcd. Hcnceforth, the Plaintiffs in
       the case shall be Khaled Alattar, Babak Daghighi and Luxeyard, Inc.


               Plaintiff's Motion to Compcl thc Dcposition of Jonathan Frjedlander, previously set for
       hearing on June 8, 2015, is rescheduled for hearing on July 24,2015 at 1:30 PM.


               In light of the June 8, 2015 Order withdrawing the jury             assignment   for the case, the
       Coutt's Pre-Trial Scheduling Order signed February 5,2015 is amended only in the following
       respects:

               The pre-trial hearing scheduled for October 15,2Al5 is cancelled.

               The requirement that the parties exchange certain pre-trial materials is amended to read
               as   follows:

                        The parties are directed to exchange the following on ol before September 30,
               20r5:
                        ¡      Each party's esûmate of the time needed for presentation of its case, in days
                               or portions thereof;
                        o      Each party's proposed findings of fact and conclusions of law;
                        r      Trial Exhibit lists;
                        o      Copies of demonstrative exhibits;
                        ¡      Trial witness lists, which shall identify which witnesses,         if   any, will be
                               presented via deposition;
                        ¡      Excerpt designations   fol any testimony to be offered by deposition at trial;
                               and,
                        o      Proposecl stipulations of facts.

                        Each party may        file with the Court a pre-trial brief on or before September       30,
a-l
 o
 èo
 CÛ
               2015; all other materials may be brought to         trial. Pre-trial briefs shall acldress   issues   of
A.
 I
              law only and shall not exceed 20 pages in length. Any rebuttal bdef shall not exceed ten
ca
Þr
              pages.
O
\o
\o
ii0)
-o
E
z
o
E
o
â
o
E{)
U
                Except as modified herein, the Pre-Tlial Scheduling Ordcr signed February 5, 2015
         remains in effect.



                                                               June 30,2015




                                                               Hon.             LANDRUM
                                                               Judge, 113th District Court




ca
    o
cô
    t)
    Þo
    rú

    I


cf)
t--
\o
\o
    L:
    C)

    E
z
    0)
    E
    o
    o
!
    ()

Ec)
O
               üÉ




                     ct


     I, Chris Daniel, District Clerk of Harris
     County, Texas certi$i that this is a true and
     correct copy ofthe original record filed and or
     recorded in my offltce, electronically or hard
     copy, as it appears on this date.
     Witness my official hand and seal of office
     this July 6.2015


     Certifìed Document   Number:      6605731   I Total Pages:   3




     t,Lør¿
     Cliris Daniel, DISTRICT CLERK
     HARRIS COUNTY, TEXAS




In accordance with Texas Government Code 406.013 electronically transmitted authenticated
documents are valid. If there is a question regarding the validity of this document and or seal
please e-mail support@hcdistrictclerk.com
