Case 1:17-cv-02542-ARR-CLP Document 28 Filed 08/11/17 Page 1 of 2 PageID #: 200

Law Offices of
Joseph I Harrison
251 Troy Avenue
Brooklyn, NY 11213
Tel.: (203) 444-3551
Fax.: (718) 534-9747
E-mail: JosephHarrisonEsq@Gmail.com

August 11, 2017

VIA ECF

Hon. Allynne R. Ross

United States District Judge
USDC for the Eastern District NY
225 Cadman Plaza East
Brooklyn, New York 11201

Re: Dolat Ventures, Inc. v. VStock Transfer LLC, et al.,

No. 17 Civ. 2542 (ARR) (CLP)

Dear Judge Ross:

I am counsel for five defendant-shareholders in this action, Glenn S Bordoff, Adam

Braun, Nechama Kuravkiy, Mazel Property Enterprise Corp. and Elimelech Rosenblat. Pursuant
to Your Honor's Individual Rule III(A)(i), we respectfully request a pre-motion conference and
permission to file a motion to dismiss.

According to its Complaint, plaintiff Dolat Ventures, Inc. seeks an injunction to cancel
54 million shares of common stock that the company issued to shareholders, which is believed
to represent a substantial majority of all outstanding non-insider shares of the company. Of the
stock that plaintiff now seeks to cancel, Bordoff owns 250,000 shares, Braun owns 360,000
shares, Kuravkiy owns 401,600 shares, Mazel owns 40,000 shares and Rosenblat owns 200,000
shares. (Complaint 50, Ex. C & Ex. D). Accordingly, my clients hold a little more than 2 percent
of the stock that plaintiff seeks in this action to cancel.

We seek leave to move to dismiss the Complaint on several grounds.

First, plaintiffs claims fail to a) meet the strict pleading requirements of FRCP Rule 8(b) by
failing to give my clients fair notice of what the plaintiffs claims are and the grounds upon which
they rest, b) fail to meet the FRCP Rule 9(b) pleading with specificity requirement, c) fail to make
the clear showing necessary to obtain mandatory injunctive relief, and d) fail to meet the
heightened pleading or cogent and compelling standard set forth in the PSLRA, 15 U.S.C. 78u-4.

Second, it does not appear that the Court has subject matter jurisdiction under 28 U.S.C.
1331 or 1332. The Complaint does not allege a federal question. It contains a single cause of
action styled as Illegal Share Issuances and cites provisions of the Wyoming Business
Case 1:17-cv-02542-ARR-CLP Document 28 Filed 08/11/17 Page 2 of 2 PageID #: 201

Corporation Act that purportedly render cancelable those shares issued to the shareholder
defendants. (Complaint 49-56). While the Complaint makes passing reference to Section 17
of the Securities Exchange Act of 1934, and Section 5 of the Securities Act of 1933 (Complaint
2), plaintiff does not allege any right or remedy under either statute with respect to Bordoff,
Braun, Kuravkiy, Mazel and Rosenblat.

Third, even assuming the Court had subject matter jurisdiction to reach the merits, the
one-count Complaint fails to state a claim under the Wyoming corporate law provisions it
purports to be founded upon. Namely, the Complaint alleges that distributions of new stock to
shareholders for no consideration to the company was ultra vires, and cites Wyoming Statute 17-
16-304(b)(ii) for the proposition that such claims may be asserted by the Corporation.
(Complaint 55). But that section of the Wyoming Business Corporation Act does not authorize
an action against shareholders. To the contrary, it states that the corporation's power to act may
be challenged in a proceeding by... [t]he corporation, directly, derivatively, or through a receiver,
trustee, or other legal representative, against an incumbent or former director, officer, employee,
or agent of the corporation. (Emphasis added). Moreover, the contention in the Complaint that the
distribution of stock to Bordoff, Braun, Kuravkiy, Mazel and Rosenblat were ultra vires is
contradicted conclusively by contemporaneous resolutions of the board of directors to grant them
the shares.

Accordingly, we respectfully request a pre-motion conference and leave to file a motion to

dismiss the Complaint.

Thank you for your consideration.

Respectfully Submitted,

_/s/ Joseph I Harrison__________

Joseph I Harrison, Esq.

cc: All Parties via ECF