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Case 0:15-cv-60034-UU

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION

CASE NO.

ENERGY SUPREME LLC, a Florida limited liability company,

vs.

Plaintiff,

SUPREME ENERGY RESOURCES, INC., IMPACT FUSION INTERNATIONAL, INC., BOTTOM LINE HOLDINGS, INC., JSR PRODUCTIONS LLC, MARC WALTHER, and RHONDA WINDSOR,

Defendants.

Plaintiff ENERGY SUPREME

/

COMPLAINT

LLC (“Plaintiff), by and through

its undersigned

counsel, files this Complaint against Defendants SUPREME ENERGY RESOURCES, INC.

(“SUPREME), IMPACT FUSION INTERNATIONAL, INC. (“IMPACT), BOTTOM LINE

HOLDINGS,

INC.

(BOTTOM

LINE),

JSR

PRODUCTIONS

LLC

(JSR),

MARC

WALTHER (“WALTHER), and RHONDA WINDSOR (“WINDSOR) (collectively, the

Defendants) and alleges as follows:

INTRODUCTION

1. This is an action based on violations of the Federal Securities laws, Florida

securities anti-fraud statute and common law, all of which are asserted against Defendants as a

result of their misrepresentations and omissions in connection with their activities in improperly

inducing Plaintiff to enter into certain loan documents consisting of a Convertible Promissory

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KOPELOWITZ OSTROW P.A.

200 S.W. 1st Avenue • Suite 1200 • Ft. Lauderdale, Florida 33301 • Telephone 954-525-4100 • Fax 954-525-4300

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Note in the amount of $250,000.00 in favor of Plaintiff, a fully executed Bridge Loan Agreement

and Corporate Guaranty by IMPACT of SUPREMEs obligations (Loan Documents).

JURISDICTION AND VENUE

2. The claims asserted herein against Defendants arise out of and are pursuant to

§§ 10(b) and 20(a) of the Securities and Exchange Act of 1934 (1934 Act), 15 U.S.C.

§§ 78

j(b) and 78 t(a) and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R. § 240.10b-5, and

§ 12(a)(2) of the Securities Act of 1933 (1933 Act) and § 517.301, Florida Statutes.

3. This Court has jurisdiction over the subject matter of this action pursuant to

28 U.S.C. §§ 1331 and 1337 and § 27 of the 1934 Act.

4. Venue is proper in this District pursuant to § 27 of the 1934 Act and 28 U.S.C.

§ 1391(b) (action not founded on diversity).

Upon information and belief, substantial and

material representations and omissions giving rise to this action, including certain transactions,

acts, practices and course of business, took place in this District.

In addition, pursuant to the

Loan Documents, Defendants have consented to venue in this District.

5. In connection with the acts alleged herein, Defendants, directly or indirectly, used

means and instrumentalities of interstate commerce, including but not limited to, the mails and

interstate telephone communications.

THE PARTIES

6. Plaintiff is a Florida limited liability company authorized to do business in the

State of Florida with its principal place of business in Broward County, Florida.

7. Upon information and belief, SUPREME is a Nevada corporation organized and

existing under and by virtue of the laws of the State of Nevada, with its principal place of

business in the State of Louisiana and is conducting business in the State of Florida. This Court

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may properly exercise personal jurisdiction over SUPREME pursuant to Florida Long Arm

Statutes § 48.193(1)(a)(2) and 48.193(1)(a)(7), Florida Statutes, since at all times material

hereto, SUPREME caused injury to persons within this State arising out of an act or omission by

SUPREME outside and within this State.

8. Upon information and belief, IMPACT is a Nevada corporation organized and

existing under and by virtue of the laws of the State of Nevada with its principal place of

business in the State of Louisiana and is conducting business in the State of Florida. This Court

may properly exercise personal jurisdiction over IMPACT pursuant to Floridas Long Arm

Statutes § 48.193(1)(a)(2) and 48.193(1)(a)(7), Florida Statutes, since at all times material

hereto, IMPACT caused injury to persons within this State arising out of an act or omission by

IMPACT outside and within this State.

9. Upon information and belief, BOTTOM LINE is a corporation organized and

existing in the United States.

This Court may properly exercise personal jurisdiction over

BOTTOM LINE pursuant to Floridas Long Arm Statutes § 48.193(1)(a)(2), Florida Statutes,

since at all times material hereto, BOTTOM LINE caused injury to persons within this State

arising out of an act or omission by BOTTOM LINE outside and within this State.

10. Upon information and belief, JSR is a limited liability company organized and

existing in Canada. This Court may properly exercise personal jurisdiction over JSR pursuant to

Floridas Long Arm Statutes § 48.193(1)(a)(2), Florida Statutes, since at all times material

hereto, JSR caused injury to persons within this State arising out of an act or omission by JSR

outside and within this State.

11. Upon information and belief, WALTHER is a citizen of Michigan, and serves as

President, Secretary, Treasurer, and Director of both SUPREME and IMPACT, and principal of

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BOTTOM LINE.

This Court may properly exercise personal jurisdiction over WALTHER,

individually and in his corporate capacity for SUPREME, IMPACT and BOTTOM LINE,

pursuant to Floridas Long Arm Statutes § 48.193(1)(a)(1) and § 48.193(1)(a)(2), Florida

Statutes, since at all times material hereto, WALTHER caused injury to persons within this State

arising out of an act or omission by WALTHER outside and within this State.

12. Upon information and belief, WINDSOR is a citizen of Canada and serves as a

business consultant to SUPREME and IMPACT, and principal of JSR. This Court may properly

exercise personal jurisdiction over WINDSOR, individually and in his corporate capacity for

SUPREME, IMPACT and JSR, pursuant to Floridas Long Arm Statutes § 48.193(1)(a)(1) and

§ 48.193(1)(a)(2), Florida Statutes, since at all times material hereto, WINDSOR caused injury

to persons within this State arising out of an act or omission by WINDSOR outside and within

this State.

13. All conditions precedent to the institution of this action have been performed,

excused or otherwise waived.

14. Plaintiff has retained Kopelowitz Ostrow P.A. (KO) to represent it in this action

and is obligated to pay KO reasonable attorneysfees.

THE AGREEMENT AND THE INVESTMENT

15. During the fall and winter of 2012, WALTHER, a director of SUPREME and

IMPACT, acting both individually and on behalf of SUPREME and IMPACT, contacted

Plaintiff about obtaining financing for SUPREMEs operations.

16. Because SUPREME was a relatively new business without consistent cash flow

and significant assets, WALTHER and Plaintiff commenced the negotiation of an agreement

whereby Plaintiff would lend SUPREME $250,000.00 in exchange for repayment with interest

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and an option for Plaintiff to convert the subject $250,000.00 loan into common stock.

WALTHER represented to Plaintiff that it would be able to convert the subject loan into 33.3%

of the common stock of SUPREME on a fully-diluted basis.

WALTHER also represented to

Plaintiff that SUPREMEs parent company, IMPACT, would guarantee the subject loan.

17. On December 19, 2012, the foregoing material representations were manifested in

a Letter of Intent (“LOI) between Plaintiff and SUPREME.

The LOI served to preliminarily

outline the critical terms of the Loan Documents among Plaintiff, SUPREME and IMPACT.

SUPREME and IMPACT were substantially controlled by WALTHER, who acted as President,

Secretary, Treasurer and Director.

A.

A true and correct copy of the LOI is attached as Exhibit

18. Section 19 of the LOI provides: “[t]he Borrower agrees not to enter into any

agreement or negotiation with any party (with the exception of the Lender) regarding a loan or

financing for Borrower or its business for a period of 10 days from the date of execution of this

letter agreement.WALTHER also materially represented that SUPREME would not enter into

any agreement with any party regarding financing for its business for a period of 10 days from

the date of execution of the LOI.

binding obligation.

Pursuant to Section 21 of the LOI, Section 19 was a legally

19. Consistent with the LOI, on or about January 24, 2013, Plaintiff and SUPREME

entered into the Loan Documents which, as noted above, contained an option for Plaintiff to

convert its $250,000.00 loan into a fully-diluted 33.3% ownership interest in SUPREME (the

Conversion Option).

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20. The Convertible Note also provided Plaintiff a first right of refusal prior to

SUPREME’s issuance of any additional capital stock, including, without limitation, the issuance

of preferred shares.

21. WALTHER executed the Loan Documents on behalf of SUPREME in his

capacity as President, Secretary, Treasurer and Director.

True and correct copies of the

Convertible Note and Bridge Loan are attached as Exhibit Band Exhibit C,respectively.

22. In furtherance of, and consistent with, the material representations made by

Defendants, on January 24, 2013, IMPACT executed a Corporate Guaranty of SUPREMEs

obligations to Plaintiff.

23. WALTHER, IMPACTs President, Secretary, Treasurer and Director, executed

the Guaranty. A true and correct copy of the Guaranty is attached as Exhibit D.

24. WINDSOR is a business consultant insider for both SUPREME and IMPACT and

at all relevant times, was either complicit in or approved all transfers of ownership orchestrated

by WALTHER, including the issuance of preferred shares to JSR, a company owned and

controlled by WINDSOR.

25. As of January 24, 2013, Plaintiff had no reason to suspect that any of the material

representations made by Defendants were untrue or false or that the LOI or the Loan Documents

did not have the effect as represented.

DISCOVERY OF THE INITIAL FRAUD

26.

SUPREME

In

or

director

about

June,

2013,

JOSEPH

SCIVOLETTO

who

developed

certain

proprietary

technology

(SCIVOLETTO),

a

used

by

SUPREME,

informed Plaintiff that WALTHER had stated that Plaintiffs voting rights upon conversion were

meaninglessbecause WALTHER had superpower preferred shares in hand.

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27. It was at this time that Plaintiff learned for the first time that, on or about

December 19, 2012, the exact same date that Plaintiff signed the LOI, SUPREMEs Board of

Directors authorized undisclosed Series A Preferred Shares to three entities, JSR, BOTTOM

LINE, and RMS7, Inc. for no consideration.

28. Upon information and belief, WALTHER is the principal of BOTTOM LINE,

one of the entities which was authorized to receive 666 Series A Preferred Shares on December

12, 2012.

29.

Upon information and belief, WINDSOR is the principal of JSR, one of the

entities which was authorized to receive 666 Series A Preferred Shares on December 12, 2012.

30.

The

issuance

of

the

Series

A

Preferred

Shares

significantly

devalued

the

Convertible Note, as the superpower voting rights of the Series A Preferred Shares rendered

worthless any voting rights that Plaintiff anticipated obtaining upon conversion.

The Series A

Preferred Shares superpower voting rights also rendered SUPREMEs Board of Directors (of

which Steven Adelstein (ADELSTEIN) a representative of Plaintiff, was a member) powerless

as all corporate action could be vetoed by the undisclosed Series A Preferred shareholders. The

Conversion Option was a material provision of the Loan Documents because it provided Plaintiff

the ability to influence SUPREME - a startup company with little or no assets - and protect its

investment in the event SUPREME defaulted on its obligation to Plaintiff.

The issuance of the

Series A Preferred Shares had the immediate effect of making SUPREMEs common stock less

valuable and rendering SUPREMEs voting rights meaningless.

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DEFENDANTSCONTINUING FRAUD TO INDUCE PLAINTIFF TO LOAN FUNDS TO SUPREME

31. After the parties executed the LOI, Plaintiff and SUPREME, acting by and

through the conduct of WALTHER, continued to negotiate a final agreement.

32. On or about January 24, 2013, Plaintiff and SUPREME entered into the Loan

Documents, which were executed by WALTHER on behalf of SUPREME.

33. Section 7 of the Bridge Loan, which forms part of the Convertible Note, contains

the Representations and Warranties of [Supreme Energy].

Section 7(e) of the Bridge Loan,

states: The outstanding capital stock of [Supreme Energy] is as set forth on Schedule 2 attached

hereto and made a part hereof, and is currently owned by [Impact Fusion].

34. Schedule 2 of the Bridge Loan is a Capitalization Table, and unequivocally

represents:

The following is [Supreme Energys] capitalization table as of January 24, 2013.

The table shows that SUPREMEs parent company, IMPACT, owns 100%of the shares of

SUPREME and that if Plaintiff were to exercise its Conversion Option, then the ownership

percentages would be one-third ownership by Plaintiff and two-thirds ownership by IMPACT.

35. Based upon the December 19, 2012 Board Resolution approving the transfer of

Preferred Shares to WALTHER and WINDSOR through undisclosed companies, SUPREME

and WALTHERs material representations on Schedule 2, upon which Plaintiff relied, were

clearly false and misleading.

36. SUPREME, IMPACT, WALTHER, and WINDSOR knew that the January 24,

2013 Capitalization Table misrepresented the true distribution of SUPREMEs shares because of

their direct involvement with the creation and distribution of the Series APreferred Shares, yet

failed to inform Plaintiff of this material misrepresentation and omission.

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37. Plaintiff fully funded the note based on WALTHERs instructions and in full and

complete reliance on all of the foregoing representations and omissions.

38. On or about June 26, 2014, Wayne H. Miller, Esq., an attorney for Plaintiff, wrote

to SUPREME, IMPACT, WALTHER and WINDSOR informing them that their scheme to issue

Series A Preferred Shares violated the clear terms of the Loan Documents.

A true and correct

copy of Wayne H. Miller, Esq.’s letter to SUPREME, IMPACT, WALTHER and WINDSOR is

attached as Exhibit “E.”

39. Had Plaintiff known the true intentions of Defendants, it never would have agreed

to loan $250,000.00 to SUPREME.

40.

Upon

information

and

belief,

SUPREME,

IMPACT,

WALTHER,

and

WINDSOR made all of the foregoing misrepresentations and omissions of numerous material

facts solely to induce Plaintiff to loan the $250,000.00 to SUPREME.

AS AND FOR A FIRST CAUSE OF ACTION (Violation of the 1934 Act and Rule 10b-5 Promulgated Thereunder Against Supreme and Walther)

41. Plaintiff repeats and realleges each and every allegation previously set forth in

Paragraphs 1through 40with the same force and effect as if set forth fully herein.

42. On December 19, 2012, SUPREME, through its President, Secretary, Treasurer

and Director, WALTHER, represented to Plaintiff that it intended to execute a convertible

promissory note in favor of Plaintiff in the amount of $250,000.00, with a right to convert the

Note into 33.3% of the total stock of SUPREME on a fully-diluted basis.

See LOI ¶3 and

Schedule 1.

The remaining SUPREME stock would be owned by SUPREMEs parent

corporation, IMPACT.

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43. SUPREME, through WALTHER, also represented that if Plaintiff elected to

convert the Note to stock, it would own 3,333,333 shares of SUPREME stock and that IMPACT

would own 6,666,667 shares of SUPREME stock. See Capitalization Table, Schedule 1, LOI

p. 5.

44. However, these representations were false and misleading because on the very

same day Plaintiff and SUPREME executed the LOI, SUPREME, at the direction of WALTHER

and IMPACT director WINDSOR, and without Plaintiffs knowledge, issued newly created

Series APreferred Sharesto JSR, RMS7, Inc., and BOTTOM LINE for no consideration,

which had the practical effect of rendering Plaintiffs voting rights in SUPREME worthless upon

conversion of the Note.

45. SUPREME and WALTHERs misrepresentations regarding the ownership of

SUPREME were repeated in the January 24, 2013 Convertible Note, where WALTHER, on

behalf of SUPREME, represented that as of that date, SUPREME had issued 10,000,000 total

shares of stock and that its parent, IMPACT, owned those shares. See Bridge Loan, p. 9.

46. SUPREME and WALTHERs misrepresentations were material because they

induced Plaintiff into believing that it had greater security in the event of default under the

Convertible Note than it had in reality on January 24, 2013.

Specifically, Plaintiff was induced

to believe that it would obtain a 33.3% vote in all of SUPREMEs affairs upon conversion and

Plaintiff had no idea that SUPREME had already authorized an entirely new series of stock with

superpower voting rights that would effectively leave Plaintiff with no input in the affairs of

SUPREME. Plaintiff would not have made the $250,000.00 loan had it known the truth.

47. SUPREME and WALTHER acted with scienter in making the aforementioned

misrepresentations because it is clear from the December 19, 2012 issuance of the Series A

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Preferred Shares - which occurred on the same day as the execution of the LOI - that SUPREME

and WALTHER intended to deceive and manipulate Plaintiff into lending SUPREME money by

misrepresenting the stock ownership, equity, and voting control of SUPREME.

Further, on

January 24, 2013, SUPREME and WALTHER had actual knowledge that their representations

regarding SUPREMEs stock ownership were false, yet continued making those representations

to obtain financing from Plaintiff.

48. The Convertible Note and Bridge Loan qualify as a security and/or securities

under 15 U.S.C. § 78c(a)(10), and SUPREME and WALTHERs misrepresentations and

omissions were made in connection with the negotiation, sale, and purchase of those securities.

49. Plaintiff

relied

on

SUPREME

and

WALTHERs

knowingly

false

misrepresentations regarding the stock ownership, equity, and voting control of SUPREME

when it agreed to execute the Convertible Note, and would not have executed the Convertible

Note if SUPREME and WALTHER had been forthcoming about the ownership of SUPREME.

50. SUPREME and WALTHERs misrepresentations regarding the ownership of

SUPREME caused the Convertible Note to lose value, as SUPREME and WALTHERs scheme

rendered worthless the duly negotiated Convertible Option of the Convertible Note.

51. SUPREME and WALTHER carried out a plan, scheme and/or course of conduct

which was intended to and did induce Plaintiff to loan $250,000.00 to SUPREME.

52. SUPREME and WALTHER (a) employed devices, schemes and artifices to

defraud; (b) made untrue statements of material facts and/or omitted to state material facts

necessary to make the statements not misleading; (c) engaged in acts, practices or a course of

conduct which operated as a fraud and deceit upon Plaintiff.

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53. SUPREME

and

WALTHER,

directly

and

indirectly,

by

use

Page 12 of 22

of

means

or

instrumentalities of interstate commerce and/or of the mails, engaged and participated in a course

of conduct to defraud Plaintiff, as set forth more particularly above, and engaged in transactions,

practices and a course of conduct which operated as a fraud and deceit.

54. As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, Plaintiff has been irreparably injured.

Unaware of the scheme to defraud created by SUPREME and WALTHER, and relying on their

false and misleading statements and/or on the absence of material adverse information known to

or recklessly disregarded by SUPREME and WALTHER, Plaintiff has been damaged.

55. SUPREME and WALTHER violated Section 10(b) of the Exchange Act and Rule

10b-5 promulgated thereunder.

56. As a direct and proximate result of the foregoing wrongful conduct, the Plaintiff

has suffered substantial damages in connection with the Loan Documents in an amount not less

than $250,000.00, excluding interest, attorneysfees and costs.

AS AND FOR A SECOND CAUSE OF ACTION (Against Walther and Windsor Pursuant to § 20 of the 1934 Act)

57. Plaintiff repeats and reallges each and every allegation contained in Paragraphs

1through 40above and 42through 47above with the same force and effect as if set

forth herein.

58. WALTHER and WINDSOR acted as controlling persons of SUPREME in their

respective capacities as its President, Secretary, Treasurer, and Director within the meaning of

Section 20(a) of the 1934 Act as alleged herein.

By reason of his position as President,

Secretary, Treasurer, and Director of SUPREME, WALTHER, together with WINDSOR, had

the power and authority to cause SUPREME to engage in the foregoing wrongful and fraudulent

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conduct and to control and influence the specific corporate policy which resulted in the

dissemination

of

materially false

information

to

Plaintiff.

By reason

of

such

conduct,

WALTHER and WINDSOR are liable for damages to Plaintiff under Section 20(a) of the

Securities Exchange Act of 1934.

59. WALTHER and WINDSOR, individually, and as persons exercising dominion

and control over SUPREME and IMPACT, carried out a plan, scheme and/or course of conduct

which was intended to and did induce Plaintiff to loan $250,000.00 to SUPREME.

60. WALTHER and WINDSOR (a) employed, devices, schemes and artifices to

defraud; (b) made untrue statements of material fact and/or omitted to state material facts

necessary to make the statements not misleading; (c) engaged in acts, practices or a cause of

conduct which operated as a fraud and deceit upon Plaintiff.

61. WALTHER and WINDSOR, individually, and as persons exercising dominion

and control over SUPREME, directly and indirectly, by use of means or instrumentalities of

interstate commerce and/or of the mails, engaged and participated in a course of conduct to

defraud Plaintiff, as set forth more particularly above, and engaged in transactions, practices and

a course of conduct which operated as a fraud and deceit.

62. WALTHER

and

WINDSORs

liability,

and

consequent

controlling

person

liability, arises from the following facts: (i) WALTHER and WINDSOR were both persons in a

position exercising dominion and control over SUPREME, and (ii) WALTHER and WINDSOR,

by virtue of their responsibilities and activities as persons exercising dominion and control over

SUPREME were privy to material information concerning the activities of SUPREME.

63. WALTHER and WINDSOR, individually, and as persons exercising dominion

and control over SUPREME, had actual knowledge of the misrepresentations and/or omissions

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of material facts set forth herein, or acted with reckless disregard for the truth in that they failed

to ascertain and to disclose such facts, even though they were readily available to them.

64. As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, Plaintiff has been irreparably injured.

Unaware of the scheme to defraud created by WALTHER and WINDSOR, individually and as

persons exercising dominion and control over SUPREME, and relying on WALTHER and

WINDSORs false and misleading statements and/or on the absence of material adverse

information known to or recklessly disregarded by WALTHER and WINDSOR, Plaintiff was

damaged thereby.

65. WALTHER and WINDSOR had the ability to prevent the making of materially

false statements to Plaintiff concerning SUPREME.

WALTHER and WINDSOR also had the

ability to prevent the implementation of the scheme to defraud Plaintiff.

66. WALTHER and WINDSOR had direct involvement in day-to-day operations at

SUPREME and, therefore, are presumed to have had the power to control or influence the

aforementioned transactions giving rise to the violations of the securities laws as alleged herein.

67. WALTHER and WINDSOR are liable as control persons pursuant to Section

20(a) of the 1934 Act. As a direct and proximate result of the wrongful conduct of WALTHER

and WINDSOR, Plaintiff has suffered substantial damages.

68. At the time said misrepresentations were made, Plaintiff was unaware of their

falsity and believed them to be true.

69. By virtue of the foregoing, WALTHER and WINDSOR, individually and as

persons exercising dominion and control over the activities of SUPREME, violated Section 10(b)

of the Exchange Act and Rule 10b-5 promulgated thereunder.

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70. As a direct and proximate result of WALTHER and WINDSORs wrongful

conduct, Plaintiff has suffered substantial damages in connection with the Note and Loan

Documents and Plaintiff has suffered losses in an amount not less than $250,000.00 excluding

interest, attorneysfees, and costs.

AS AND FOR A THIRD CAUSE OF ACTION PURSUANT TO SECTION 12(a)(2) OF THE SECURITIES ACT OF 1933 (Against SUPREME and WALTHER)

71. Plaintiff repeats and reallges each and every allegation contained in Paragraphs

1through 40above and 42through 47above with the same force and effect as if set

forth herein.

72. SUPREME and WALTHER in connection with the negotiation, purchase and sale

of a security, made numerous untrue statements of material facts and omitted to state material

facts necessary in order to make the statements, in the light of the circumstances under which

they were made, not misleading. Plaintiff did not know, and in the exercise of reasonable care,

could not have known of such untruth or omission.

73.

As

a

result

of

SUPREME

and

WALTHERs

fraudulent

and

material

misrepresentations, Plaintiff has suffered losses in an amount not less than $250,000.00,

excluding interest, attorneysfees, and costs.

AS AND FOR A FOURTH CAUSE OF ACTION FOR SECURITIES FRAUD UNDER FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (Against SUPREME and WALTHER)

74. Plaintiff repeats and reallges each and every allegation contained in Paragraphs

1through 40above and 42through 47above with the same force and effect as if set

forth herein.

75. Section 517.301, Florida Statutes, in pertinent part states:

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(1)

It is unlawful and a violation of the provisions of this Chapter for a person:

(a) in connection with the rendering of any investment advice or in

connection with the offer, sale or purchase of any instrument or security:

1. to employ any device, scheme or artifice to defraud;

2. to obtain money or property by means of any untrue

statement of a material fact or any omission to state a material fact necessary in order to make the statement made, in light of the

circumstances under which they were made, not misleading; or

3. to engage in any transaction, practice or course of business

which operates or would operate as a fraud or deceit upon a person.

76. As more fully described above, SUPREME and WALTHER carried out a plan,

scheme or course of conduct which was intended to misappropriate Plaintiffs $250,000.00 by

making material misstatements about SUPREME.

77. SUPREME and WALTHER (a) employed devices, schemes and artifices to

defraud; (b) made untrue statements of material fact and/or omitted to state material facts

necessary to make the statements not misleading; (c) engaged in acts, practices or a course of

conduct which operated as a fraud and deceit upon Plaintiff in violation of Chapter 517, Florida

Statutes.

78. SUPREME and WALTHER had actual knowledge of the misrepresentations

and/or omissions of material facts set forth herein, or acted with reckless disregard for the truth

in that they failed to ascertain and to disclose such facts, even though they were readily available

to them.

79. As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, Plaintiff has been irreparably injured.

Unaware of the scheme to defraud created by SUPREME and WALTHER, and relying on their

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false and misleading statements and/or on the absence of material adverse information known to

or recklessly disregarded by SUPREME and WALTHER, Plaintiff was damaged.

80. At the time said misrepresentations were made, Plaintiff was unaware of their

falsity and believed them to be true.

81. As a direct and proximate result of SUPREME and WALTHERs wrongful

conduct, Plaintiff has suffered substantial damages in an amount not less than $250,000.00,

excluding interest, attorneysfees and costs.

AS AND FOR A FIFTH CAUSE OF ACTION FOR FRAUD (Against SUPREME and WALTHER)

82. Plaintiff repeats and reallges each and every allegation contained in Paragraphs

1through 40above and 42through 47above with the same force and effect as if set

forth herein.

83. As set forth above, SUPREME and WALTHER, individually, and as persons

exercising dominion and control over SUPREME, made, or participated in making, false

statements or misrepresentations of material fact concerning SUPREME in an effort to defraud

Plaintiff.

84. At the time SUPREME and WALTHER made, or participated in making, said

false representations, they knew that the foregoing representations were false.

85. The foregoing misrepresentations made by SUPREME and WALTHER were

made for the specific purpose of inducing Plaintiff to loan $250,000.00 to SUPREME.

86. In justifiable reliance upon the representations of SUPREME and WALTHER,

Plaintiff executed the Note and Loan Documents.

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87.

As

a

result

of

SUPREME

and

WALTHERs

fraudulent

Page 18 of 22

and

material

misrepresentations, Plaintiff has suffered losses in an amount not less than $250,000.00,

excluding interest, attorneysfees, and costs.

AS AND FOR A SIXTH CAUSE OF ACTION FOR AIDING AND ABETTING VIOLATIONS OF THE 1934 ACT, RULE 10B-5, § 517.301, FLA. STAT., AND FRAUD (Against Bottom Line and JSR)

88. Plaintiff repeats and reallges each and every allegation contained in Paragraphs

1through 40above, 42through 56above,

75through 81above and 83through

87above with the same force and effect as if set forth herein.

89. WALTHER, in his corporate capacity for SUPREME, IMPACT and BOTTOM

LINE, was directly involved with both the subject transaction between Plaintiff and SUPREME

and the overall scheme to defraud Plaintiff.

90. WINDSOR, in his corporate capacity for both SUPREME, IMPACT and JSR,

was directly or indirectly involved with both the subject transaction between Plaintiff and

SUPREME and the overall scheme to defraud Plaintiff.

91. Upon information and belief, BOTTOM LINE and JSR, through their principals,

WALTHER

and

WINSOR,

respectively,

received

the

Series

A

Preferred

Shares

from

SUPREME with knowledge of and in furtherance of the scheme to defraud Plaintiff.

92. As a result of BOTTOM LINE and JSRs substantial assistance of SUPREME

and WALTHERs fraudulent and material misrepresentations, Plaintiff has suffered losses in an

amount not less than $250,000.00, excluding interest, attorneysfees, and costs.

93. Additionally, BOTTOM LINE and JSRs receipt and retention of the Series A

Preferred Shares has and will continue to significantly devalue the Convertible Note and

therefore damage Plaintiff.

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AS AND FOR A SEVENTH CAUSE OF ACTION FOR CIVIL CONSPIRACY (Against Supreme, Walther, Impact, Windsor, Bottom Line and JSR)

94. Plaintiff repeats and reallges each and every allegation contained in Paragraphs

1through 40above and 42through 47above with the same force and effect as if set

forth herein.

95. On or before January 24, 2013, SUPREME, its President, Secretary, Treasurer

and Director WALTHER, IMPACT, its director WINDSOR, BOTTOM LINE and JSR (the Co-

Conspirators), conspired to defraud Plaintiff in violation of 15 U.S.C. § 78j and Fla. Stat. §

517.301, and the common law, by representing that IMPACT owned 100% of SUPREMEs

shares, when the Co-Conspirators were fully aware that on December 19, 2012, SUPREME

created and distributed an undisclosed class of SUPREME Series A Preferred Shares to

SUPREME and IMPACT insiders, including BOTTOM LINE (owned by WALTHER) and JSR

(owned by WINDSOR). The Series A Preferred Shares had the practical effect of rendering the

voting rights associated with the Convertible Option in the Convertible Note worthless, as the

holders of the Series A Preferred Shares were given super-priority voting rights in all matters

related to SUPREME.

96. The Co-Conspirators arranged for these material misrepresentations to induce

Plaintiff into lending SUPREME $250,000.00, an amount that would benefit SUPREME and

IMPACT, and a loan that SUPREME never had any intention of paying back.

Had Plaintiff

known that SUPREME created and distributed the Series A Preferred Shares to insiders,

including WALTHER and WINDSOR through their shell companies, BOTTOM LINE and JSR,

it would not have extended the $250,000.00 loan altogether.

97. The Co-Conspirators acted with scienter in conspiring to make the foregoing

misrepresentations because it is clear from the December 19, 2012 issuance of the Series A

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Preferred Shares - which occurred on the same day as the execution of the LOI - that the Co-

Conspirators intended to deceive and manipulate Plaintiff into lending SUPREME money by

misrepresenting the stock ownership, equity, and voting control of SUPREME.

Further, on

January 24, 2013, the Co-Conspirators had actual knowledge that SUPREME and WALTHERs

representations regarding SUPREMEs stock ownership were patently false, yet continued

making or supporting those representations to obtain financing from Plaintiff.

98. Plaintiff relied on the misrepresentations arising out of the Co-Conspirators

scheme when it agreed to execute the Loan Documents, and would not have executed the Loan

Documents if the Co-Conspirators had been forthcoming about the ownership of SUPREME.

99. The Co-Conspiratorsscheme has caused Plaintiff damages in an amount not less

than $250,000.00, exclusive of interest, attorneysfees, and costs.

WHEREFORE, Plaintiff demands judgment as follows:

A. As to the First Cause of Action against SUPREME and WALTHER, for damages

in an amount to be established at trial together with interest thereon, pre-judgment and post-

judgment interest;

B. As to the Second Cause of Action against WALTHER and WINDSOR, for

damages in an amount to be established at trial together with interest thereon, pre-judgment and

post-judgment interest;

C. As to the Third Cause of Action against SUPREME and WALTHER, for

damages in an amount to be established at trial together with interest thereon, pre-judgment and

post-judgment interest;

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D. As to the Fourth Cause of Action against SUPREME and WALTHER, for

damages in an amount to be established at trial together with interest thereon, pre-judgment and

post-judgment interest;

E. As to the Fifth Cause of Action against SUPREME and WALTHER, for damages

in an amount to be established at trial together with interest thereon, pre-judgment and post-

judgment interest;

F. As to the Sixth Cause of Action against BOTTOM LINE and JSR, for the

rescission of the issuance of Series A Preferred Shares to BOTTOM LINE and JSR, and

damages in an amount to be established at trial together with interest thereon, pre-judgment and

post-judgment interest;

G. As to the Seventh Cause of Action against Defendants, for damages in an amount

to be established at trial together with interest thereon, pre-judgment and post-judgment interest;

and

H. For such other relief as this Court deems equitable and just.

JURY DEMAND

Plaintiff ENERGY SUPREME LLC hereby demands a jury trial on all claims so triable.

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Case 0:15-cv-60034-UU

Document 1

Dated this 6 th day of January, 2015.

Entered on FLSD Docket 01/06/2015

/s/ Jan Douglas Atlas

Jan Douglas Atlas atlas@kolawyers.com Florida Bar Number: 226246 Thomas R. Shahady, Esq. Florida Bar Number: 092893 tshahady@kolawyers.com Samantha Tesser Haimo tesser@kolawyers.com Florida Bar No. 148016 200 S.W. 1 st Avenue, Suite 1200 Fort Lauderdale, FL 33301 (954) 525-4100 Telephone (954) 525-4300 Facsimile

Page 22 of 22

Counsel for Plaintiff Energy Supreme LLC

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