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UNITED STATES DISTRICT COURT OF CALIFORNIA CENTRAL DISTRICT Arsany Said dba UNCI Judgment Enforcement; Plaintiff, vs. U.S. Commercial Corp., S.A. de C.V. a Mexican Company; Good Guys Inc. A Delaware Corporation Does 1-10 Defendants, TO THE HONORABLE UNITED STATES DISTRICT COURT JUDGE: 1. PLAINTIFF, UNCI JUDGMENT ENFORCEMENT "UNCI", brings this action against Defendant for its bad faith actions of usurping the assets of Good Guys Inc. "Good Guys"
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ED CV 13 00545 Case No.:

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OMPLAINT FOR: FRAUDULENT CONVEYANCE CALIFORNIA CIVIL CODE 3439 et. eq, THE UNIFORM FRAUDULENT [RANSFER ACT]

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its Judgment against Good Guys. JURISDICTION 2. Federal jurisdiction is established by Diversity. Only the Plaintiff is a resident of California and the amount in issue exceeds $75,000. Venue is proper as this is, where the underlying litigation took place and where the debt in question arose.

ORIGINAL
COMPLAINT - I

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PARTIES 3. Plaintiff is and has been at all times relevant a resident of Riverside County. 4. Plaintiff believes that at all times relevant U.S. Commercial Corp., S.A. de C.V. "Mex. Corp. ", a Mexican Company has its headquarters in Mexico City, Mexico. Plaintiff believes and alleges that Good Guys Inc. is and has been at all times relevant a Delaware

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corporation. 5. The true names and capacities, whether individual, corporate, associate or otherwise, of defendant, DOES 1 through 10, inclusive, are unknown to plaintiff, who, therefore, sues said defendant by such fictitious names. Plaintiff is informed and believes, and thereon alleges, that each of the fictitiously named defendants, designated herein as a DOE, is legally responsible in some manner for the events and happenings herein referred to, and legally caused injury and damages proximately thereby to plaintiff as herein alleged. 6. Plaintiff is informed and believes, and thereon alleges, that at all times herein mentioned, the defendants, and each of them, were the agents, servants, and employees of each of the other defendants, and in doing the things hereinafter alleged, were acting within the scope of their authority as such agents, servants, and employees, and with the permission and consent of their co-defendants. BACKGROUND 7. Since 1995, Defendant and Judgment Debtor Good Guys Leased and occupied a retail store located at 3840 Grand Ave Chino, CA 91710. 8. In 2003, CompUSA Corp. "CompUSA" effectuated a merger with Good Guys through a shell corporation, Gladiator Inc, which was absorbed by Good Guys and no longer exists. Per the proxy statement released by Good Guys to its stockholders, Gladiator Inc. had no assets and was created for the purpose of the merger. 9. At the time of the merger, CompUSA was a wholly owned subsidiary of Mex. Corp. and CompUSA funded the merger with funds obtained from its parent company, Mex. Corp. Mex. Corp. also loaned Good Guys $5 million during the merger, with an agreement that Mex. Corp.s note would be superior to all other creditors of Good Guys, except for two named financial institutions. This obligates Good Guys to its parent company and

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COMPLAINT -2

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overnight conveniently puts Mex. Corp. ahead of all the creditors except two. Now Mex.
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Corp. has just added an additional weight to an already drowning Good Guys. 10. In 2005 CompUSA informed the owner of the Grand Ave Property that Good Guys would cease to exist and CompUSA would occupy its retail store. 11. At this time, Good Guys assets were liquidated in one form or another and CompUSA

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was the remaining electronics store occupying the Chino location. 12. CompUSA made it clear to the property owner that CompUSA would not assume Good Guys lease and would pay on a month-to-month basis. 13. In 2007 CompUSA stopped paying the rent and an unlawful detainer action was brought against Good Guys, followed by a breach of contract action for the remainder of the lease. During the time of the unlawful detainer, Mex. Corp had hired Gordon Brothers Group Inc. "Gordon Bros", to liquidate CompUSA. 14. Gordon Bros sent a letter to the property owner, at the time, being Sy Venture Inc. "Sy", that Gordon Bros would be settling the Good Guys lease issue with them. After Sy refused to accept Gordon Bros settlement offer, Gordon Bros stipulated to a Judgment on behalf of Good Guys in the amount of $720,000. Said Judgment is entered in the Superior Court of California, San Bernardino County, identified by case number C1VRS804276.

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15. In 2008 Gordon Bros sold the assets of CompUSA to Systemax Inc. for approximately
$35 million and left CompUSA as a shell, as was done to Good Guys a few years prior. 16. Neither the Good Guys nor the CompUSA corporations were properly wound down, just a mere liquidation of the assets was done. This left creditors holding a claim against a shell company with all monies going to Mex. Corp. When Good Guys was liquidated and folded into CompUSA, the lease with Sy should have been paid in full or CompUSA assume liability, but CompUSA had no intention of assuming the lease nor pay the lease off. When CompUSA was liquidated, Mex. Corp. had another opportunity to make good on the judgment against Good Guys, but this did not happen and Mex. Corp. kept all proceeds from liquidating both corporations. 17. On or about June 25, 2012 Sy assigned the Judgment to UNCI Judgment Enforcement "UNCI". UNCI contacted Gordon Bros in an attempt to settle the matter, but they denied any liability.

COMPLAINT -3

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18. UNCI then brought a motion to amend Gordon Bros to the Judgment and was denied, this
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action followed. 19. When Good Guys was liquidated there was no consideration for the creditors by CompUSA or Mex. Corp, but Good Guys was essentially folded into CompUSA with all its assets. Good Guys was never properly wound down as a means to avoid paying the creditors and all assets were assumed by CompUSA and Mex Corp leaving creditors

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unpaid. 20. Mex. Corp through CompUSA took all the assets of Good Guys and when it was time to pay up, they blamed all debts on the shell corporation of Good Guys. 21. Plaintiff believes and alleges that Mex. Corp directly or through CompUSA took the assets of Good Guys and in doing so hindered the collection efforts of the Plaintiff. FIRST CAUSE OF ACTION Mex. Corp. is in violation of The Uniform Fraudulent Transfer Act PLAINTIFF realleges and incorporates herein by reference each and every allegation contained in the prior paragraphs of the complaint as though fully set forth. 22. Mex. Corp. is in violation of the Uniform Fraudulent Transfer Act "UFTA" outlined in California Civil Code 3439 et. seq. At the time Good Guys was liquidated it was folded into CompUSA which effectively blocked any creditors from pursuing any claims against Good Guys, because all assets were either hidden within CompUSA or transferred to Mex. Corp. 23. The transfer of assets from Good Guys ether directly to Mex. Corp. or through CompUSA would be fraudulent under the UFTA as there was no consideration given to Good Guys and Good guys was left insolvent. 24. Plaintiff believes and alleges that once CompUSA merged with Good Guys in 2003 they shared officers and a headquarters in Texas. Both companies were wholly owned and controlled by Mex. Corp. Per the UFTA this would make Mex. Corp. and CompUSA insiders as to Good Guys adding an additional badge of fraud. 25. Any transfers of Good Guys assets to Mex. Corp or CompUSA are fraudulent as there was no consideration and left Good Guys insolvent. Once CompUSA was liquidated, a

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COMPLAINT -4

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combination of CompUSA and Good Guys assets all went to Mex. Corp., also with no consideration. 26. Mex. Corp. has added an additional badge of fraud by lending Good Guys $5 million and then jumping in line in front of most of the creditors, Plaintiff being one of them. By doing this, Mex. Corp, the parent corporation of Good Guys, has shifted the greater risk onto the other creditors and added a level of avoidance of Good Guys obligation to the other creditors. [SX1tI1&IIXl

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27. Currently Good Guys is a shell corporation without any assets and CompUSA is a shell corporation without any assets. When Good Guys was liquidated Plaintiff believes and alleges that there was money in the bank accounts, there was inventory in the warehouses, and just the name of the company alone is an asset as evidence by CompUSA temporarily housing the Good Guys name in its store. Mex. Corp. has taken all the assets that were left with these two companies and has left at least one creditor unpaid. 28. The Fraudulent Transfer Act is in place for the exact scenario mentioned above. When a debtor transfers assets, that causes it to be insolvent and no adequate consideration is given, it is constructive fraud. What makes this matter so damning to Mex. Corp., is besides the presumption of constructive fraud, Mex. Corp. is an insider, which adds another badge of fraud. 29. Mex. Corp. has created a mess with the comingling of CompUSA and Good Guys assets, but the bottom line is that Mex. Corp. transferred all the assets of CompUSA/Good Guys to itself and left two shells and no relief for creditors. 30. Mex. Corp. is in clear violation of The Fraudulent transfer act as it left Good Guys insolvent and took all its assets with no consideration. Mex. Corp. being an insider, gives it a much greater reason to be prudent in disbursing the assets of these failed companies, but Mex. Corp. has done the opposite. Instead of hiring a legitimate trustee to disburse the assets of CompUSA, Mex. Corp. hired a third party also an "insider" to do the job and

COMPLAINT -5

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the end result is CompUSA selling for $35 million and the plaintiff left with an unpaid
2 3

judgment.

PRAYER FOR RELIEF 1. Any assets of Good Guys or CompUSA transferred to U.S. Commercial Corp., S.A. de C.V. a Mexican Company be deemed fraudulent in the amount of Plaintiffs claim of $720,000 plus accrued post-judgment interest at the legal rate of 10% per year. 2. The court enter judgment against U.S. Commercial Corp., S.A. de C.V. a Mexican Company in the amount of $720,000 plus accrued post-judgment interest at the legal rate of 10% per year. 3. Punitive damages as far as the court sees fit. 4. Costs, interest and attorneys fees as they may come up. 5. Any other relief the court sees just.

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Date: March 25, 2013

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COMPLAINT-6

UPII I IIX J ItS L)ISTKICF WUKT, CP1THAL UISTHICT ULALIIUKNIA !aaassseee 555:::111333---cccvvv---000000555444555--JJJGGGBBB---DDDTTTBBB DDDooocccuuummmeeennnttt 111 FFFiiillleeeddd 000333///222555///111333 PPPaaagggeee 777 ooofff 111000 PPPaaagggeee IIIDDD ###:::777 CIVIL COVER SHEET
~

I. (a) PLAINTIFFS (Check box if you are representing yourself

Arsany Said dba UNCI Judgment Enforcement

DEFENDANTS

(Check box if you are representing yourself

U.S. Commercial Corp., S.A. de C.V. a Mexican Company; Good Guys Inc. A Delaware Corporation; Does 1-10

(b) Attorneys (Firm Name, Address and Telephone Number. If you are representing yourself, provide same.)
19069 Van Buren Blvd # 114-318 Riverside, CA 92508 Phone: 951-525-5529

Attorneys (Firm Name, Address and Telephone Number. If you representing yourself, provide same.)

II. BASIS OF JURISDICTION (Place an

X in one box only.)

CITIZENSHIP OF PRINCIPAL PARTIES-For Diversity Cases Only

(Place an X in one box for plaintiff and one for defendant)
PTF DEF
1 0 2 2 izen of This State izen of Another State Incorporated or Principal Place of Business in this State incorporated and Principal Place of Business in Another State Foreign Nation
b.

El 1. U.S. Government
Plaintiff 2. U.S. Government Defendant

3. Federal Question (U.S. Government Not Party)

PTF

M X 4. Diversity (Indicate Citizenship

of Parties in Item III) 2. Removed from State Court 3. Remanded from Appellate Court

o 4 o o 5 o
0 6

DEF
4

izen or Subject of a reign Country

0 3

II

0 6

IV. ORIGIN (Place an X in one box only.)

1. Original Proceeding

El

4. Reinstated or Reopened

0 5. District (Specify)

Iransterred rrom Another

El

multiDistrict Litigation

V. REQUESTED IN COMPLAINT: JURY DEMAND: CLASS ACTION under F.R.Cv.P. 23: VI. CAUSE OF ACTION
fl Yes

Yes nx No (Check Yes only if demanded in complaint.)

j No

MONEY DEMANDED IN COMPLAINT:

720,000.00

(Cite the U.S. Civil Statute under which you are filing and write a brief statement of cause. Do not cite jurisdictional statutes unless diversity.)

Violation of the The Uniform Fraudulent Transfer Act [California Civil Code section 3439 et. seq.], by transferring all the assets of its subsidiary to its self and failing to pay the Plaintiff, a creditor of the subsidiary corporation.

VII. NATURE OF SUIT (Place an X in one box only).

OTHER STATUTES
o 375 False Claims Act

CONTRACT
0 110 Insurance

REAL PROPERTY CONT.

0 240 Torts to Land

IMMIGRATION

PRISONER PETITIONS
Habeas Corpus:

PROPERTY RIGHTS
820 Copyrights

245 Tort Product 400 State i: 120 Marine Liability 0 Reapportionment 29O All Other Real n l3O Miller Act O 410 Antitrust Property 140 Negotiable o 430 Banks and Banking TORTS Instrument 450 Commerce/ICC PERSONAL INJURY 150 Recovery of o Overpayment & 0 310 Airplane Enforcement of fl 460 Deportation 315 Airplane Judgment 0 Product Liability 470 Racketeer Influo enced & Corrupt Org. 320 Assault, Libel & 151 Medicare Act 0 Slander D 480 Consumer Credit 152 Recovery of 330 Fed. Employers O Defaulted Student 0 Liability O 490 Cable/Sat fl Loan (Excl. Vet.) 0 340 Marine 850 Securities/Co m153 Recovery of 345 Marine Product 0 modities/Exchange 0 Overpayment of 0 Liability Vet. Benefits 890 Other Statutory O Actions 160 Stockholders 0 350 Motor Vehicle 355 Motor Vehicle 0 Suits o 891 Agricultural Acts El Product Liability o893 Environmental F1 190 Other o 360 Other Personal Matters Contract Injury 895 Freedom of Info. 362 Personal Injury195 Contract Act 0 Product Liability 0 Med Malpratice o 896 Arbitration 365 Personal Injury0 196 Franchise 0 Product Liability REAL PROPERTY 899 Admin. Procedures 367 Health Care/ 210 Land Pharmaceutical D Act/Review of Appeal of Condemnation Agency Decision 0 Personal Injury Product Liability 220 Foreclosure 368 Asbestos 950 Constitutionality of 230 Rent Lease & 0 Personal Injury 0 State Statutes 0 Ejectment Product Liability
FOR OFFICE USE ONLY: Case Numbe

0 Application -, 465 Other U Immigration Actions TORTS PERSONAL PROPERTY 370 Other Fraud

0 463 Alien Detainee o 510 Motions to Vacate Sentence fl 530 General 0 535 Death Penalty Other: M 540 Mandamus/Other 0 371 Truth in Lending fl 550 Civil Rights 380 Other Personal 555 Prison Condition Property Damage 560 Civil Detainee 385 Property Damage 0 Conditions of Product Liability Confinement BANKRUPTCY FORFEITURE/PENALTY r-1 422 Appeal 28 625 Drug Related U USC 158 0 Seizure of Property 21 423 Withdrawal 28 USC 881 0 USC 157 ____________________ CIVIL RIGHTS El 690 Other El 440 Other Civil Rights LABOR fl 441 Voting r, Fair Labor Standards i 710 Act fl 442 Employment 720 Labor/Mgmt. Relations 443 Housing/ 0 Accomodations 740 Railway Labor Act 445 American with 751 Family and Medical 0 Disabilities0 Leave Act Employment 446 American with790 Other Labor rLJ Disabilities-Other 0 Litigation 791 Employee Ret. Inc. 0 448 EducationF-1 Security Act

462 Naturalization

0 830 Patent fl 840 Trademark SOCIAL SECURITY fl 861 HIA (1395m 0 862 Black Lung (923) 863 DIWC/DIWW (405 (g)) 864 SSID Title XVI 0 865 RSI (405 (g)) FEDERAL TAX SUITS 870 Taxes (U.S. Plaintiff or El Defendant) 0 871 IRS-Third Party 26 USC 7609

c D

V13
CIVIL COVER SHEET

00545

1GIB

AFTER COMPLETING PAGE 1 OF FORM CV-71, COMPLETE THE INFORMATION REQUESTED ON PAG
01-71 (02/13)

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CIVIL COVER SHEET VIlI(a). IDENTICAL CASES:
If yes, list case number(s): Has this action been previously filed in this court and dismissed, remanded or closed?

NO

J YES

VIII(b). RELATED CASES:

If yes, list case number(s):

Have any cases been previously filed in this court that are related to the present case?

NO

YES

Civil cases are deemed related if a previously filed case and the present case: (Check all boxes that apply)

LI LI LI El

A. Arise from the same or closely related transactions, happenings, or events; or B. Call for determination of the same or substantially related or similar questions of law and fact; or C. For other reasons would entail substantial duplication of labor if heard by different judges; or and-one of the factors identified above in a, b or c also is present. D. Involve the same patent, trademark or copyright

IX. VENUE:

(When completing the following information, use an additional sheet if necessary.)

(a) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH named plaintiff resides.

Check here if the government, its agencies or employees is a named plaintiff. If this box is checked, go to item (b). California County outside of this District; State, if other than Country California; or Foreign

County in this District:* Riverside

(b) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH named defendant resides.

El

Check here if the government, its agencies or employees is a named defendant. If this box is checked, go to item (c). California County outside of this District; State, if other than Country Mexico California; or Foreign

County in this District:*

(c) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH claim arose. NOTE: In land condemnation cases, use the location of the tract of land involved. County in this District:* San Bernardino Los Angeles, Orange, San Bernardino, Riverside, Ventura, Santa Barbara, or San Luis Obispo Counties Note: Inland condemnation cases, use the location of the tract of land involved DATE: ir X. SIGNATURE OF ATTORNEY (OR SELF-REPRESENTED LITIGANT): Notice to Counsel/Parties: The CV-71 (JS-44) Civil Cover Sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law. This form, approved by the Judicial Conference of the United States in September 1974, is required pursuant to Local Rule 3-1 is not filed but is used by the Clerk of the Court for the purpose of statistics, venue and initiating the civil docket sheet. (For more detailed instructions, see separate instructions sheet). Key to Statistical codes relating to Social Security Cases: Nature of Suit Code Abbreviation Substantive Statement of Cause of Action All claims for health insurance benefits (Medicare) underTitle 18, Part A, of the Social Security Act, as amended. Also, 861 HIA include claims by hospitals, skilled nursing facilities, etc., for certification as providers of services under the program. (42 U.S.C. 1 935 FF(b)) 862 BL All claims for Black Lung" benefits under Title 4, Part B, of the Federal Coal Mine Health and Safety Act of 1969. (30 U.S.C. 923) All claims filed by insured workers for disability insurance benefits under Title 2 of the Social Security Act, as amended; plus all claims filed for childs insurance benefits based on disability. (42 U.S.C. 405(g)) California County outside of this District; State, if other than California; or Foreign Country

863

DIWC

863

DIWW

All claims filed for widows or widowers insurance benefits based on disability under Title 2 of the Social Security Act, as
amended. (42 U.S.C. 405 (g)) All claims for supplemental security income payments based upon disability filed under Title 16 of the Social Security Act, as amended. All claims for retirement (old age) and survivors benefits under Title 2 of the Social Security Act, as amended. (42 U.S.C. 405 (g)) CIVIL COVER SHEET Page 2 of 2

864 865

SSID RSI

CV-71 (02/13)

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY

This case has been assigned to District Judge Jesus Bernal and the assigned discovery Magistrate Judge is David T. Bristow. The case number on all documents filed with the Court should read as follows: EDCV13- 545 JGB (DTBX) Pursuant to General Order 05-07 of the United States District Court for the Central District of California, the Magistrate Judge has been designated to hear discovery related motions.

All discovery related motions should be noticed on the calendar of the Magistrate Judge

NOTICE TO COUNSEL

A copy of this notice must be served with the summons and complaint on all defendants (if a removal action is filed, a copy of this notice must be served on all plaintiffs). Subsequent documents must be filed at the following location: Western Division 312 N. Spring St., Rm. G-8
Los Angeles, CA 90012

Ll

Southern Division 411 West Fourth St., Rm. 1-053 Santa Ana, CA 92701-4516

Eastern Division 3470 Twelfth St., Rm. 134 Riverside, CA 92501

Failure to file at the proper location will result in your documents being returned to you.

CV-18 (03/06)

NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY

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Arsany Said dba IJNCI Judgment Enforcement 19069 Van Buren Blvd # 114-318 Riverside, CA 92508 Phone: 951-525-5529 arsanysaid@uncigroup.com
Ah

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA Arsany Said9 .. I Judgment Enforcement; I CASE NUMBER

(O
V.

U.S. Commercial Corp., S.A. de C.V. a Mexican Company; Good Guys Inc. A Delaware Corporation Does 1-10
DEFENDANT(S).

SUMMONS

TO: DEFENDANT(S): A lawsuit has been filed against you. 4N Within jiSou (not counting the day you received it), you days after service of this must serve on the plaintiff an answer to the atta mplaint 0 amended complaint O counterclaim D cross-claim or a motion un4 2 of the Federal Rules of Civil Procedure. The answer 19069 Van Buren Blvd # 114-318 or motion must be served on the plaintiff stb ,whose address is Riverside, CA 92508 If you fail to do so, judgment by default will be entered against you for the relief demanded in the complaint. You also RAfile your answer or motion with the court.
141 ,14V

TERRY.NAFISI

Clerk, U.S. District Cou Dated:

OAR2Y

By:
Cjrk
-z

(1t3 4)
[Use 60 days if the defendant is the United States or a United St ates agency, or is an officer or employee of the United States. Allowed 60 days by Rule 12(a)(3)].

CV-01A (10/11

SUMMONS