Temurian CC

Case 0:18-cv-62737-RS Document 147 Entered on FLSD Docket 09/15/2019 Page 1 of 48
IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION
CASE NO.: 0:18-cv-62737-RS
ARMEN A. TEMURIAN, an individual; and

VISTA TECHNOLOGIES LLC, a California
limited liability company,
Plaintiffs,
v.
PHILLIP A. PICCOLO, JR., an individual;

KEVIN DALTON JOHNSON, an individual;
PAUL MORRIS, an individual; JOSEPH
REID, an individual; TRAVELADA, LLC, a
Florida limited liability company, GEORGE
FOERST d/b/a TRAVELADA
INTERNATIONAL SOFTWARE, a Florida
fictitious entity, and K.F.I. SOFTWARE, a
Florida common law partnership,
Defendants.
ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIM
Defendants Phillip A. Piccolo, Jr. (“Piccolo”), Kevin Dalton Johnson (“Johnson”), Paul
Morris (“Morris”), Joseph Reid (“Reid”), Travelada, LLC, and K.F.I. Software (“K.F.I.”)
(collectively, the “Defendants”),1 as and for their Answer to plaintiffs Armen A. Temurian
(“Temurian”) and Vista Technologies LLC’s (“Vista Technologies”) (collectively, the
“Plaintiffs”) Second Amended Complaint,2 respectfully plead as follows:
1
For purposes herein, the term “Defendants” does not include defendant George Foerst d/b/a Travelada
International.
2
On May 12, 2019, Defendants filed their Motion to Dismiss Second Amended Complaint (the “Motion to
Dismiss”) [D.E. 74]. Among the bases for dismissal asserted in that motion, Defendants assert that the Court lacks
subject matter jurisdiction over this dispute. Because that motion remains pending and other deadlines in this case are
quickly approaching, Defendants are filing this Answer, Affirmative Defenses, and Counterclaim in an abundance of
caution and without waiving their position on subject matter jurisdiction. Defendants request that the Court treat the
DESOUZA LAW, P.A.

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065
TELEPHONE (954) 603-1340
INTRODUCTION
1. Defendants admit that Plaintiffs are seeking the relief requested, but deny that
Plaintiffs are entitled to any such relief.
2. Denied.
3. Denied.
4. Denied.
5. Denied.
6. Defendants admit that Plaintiffs filed this lawsuit, but deny that Plaintiffs filed this
lawsuit for any reason other than to deflect attention from the fact that Plaintiffs were operating a
criminal Ponzi scheme whereby they took approximately $12 million from unsuspecting victims
through hollow promises of doubling investors’ monies in 80 days.
PARTIES
7. Defendants are without information or knowledge sufficient to admit or deny the
allegations of this paragraph.
8. Defendants are without information or knowledge concerning Vista’s status as a
California entity. Defendants deny that Vista’s members are all citizens of California as Piccolo
(a citizen of Florida), Johnson (a citizen of Florida), Morris (a citizen of Florida), and K.F.I. (a
citizen of Florida) are all members of Vista.
9. Admitted.
10. Admitted.
Motion to Dismiss as a motion for judgment on the pleadings under Fed. R. Civ. P. 12(c) (which is analyzed under
the same standard as a motion under Fed. R. Civ. P. 12(b)(6)).
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11. Admitted.
12. Admitted.
13. Defendants admit that Travelada is an inactive Florida limited liability company
that formerly had its principal place of business in Palm Beach County, Florida. Defendants deny
that Travelada’s members consisted of any person other than Johnson.
14. Defendants are without information or knowledge concerning the ownership and/or
registration of Travelada International. Defendants deny all remaining allegations contained in
this paragraph.
15. Admitted.
JURISDICTION AND VENUE
16. Denied.
17. Admitted for jurisdictional purposes only.
18. Admitted for jurisdictional purposes only.
BACKGROUND
A. Introduction to Cryptocurrency
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B. Vista’s Inception and Need for Assistance
24. Defendants admit that Vista Technologies previously sold the Mini Miner product.
Defendants deny the remaining allegations contained in this paragraph as the Mini Miner appears
to have been designed to further fleece Plaintiffs’ customers beyond the $12 million they swindled
through their ‘double your money in 80 days’ scheme.
C. Vista Retains the PJM Defendants to Create the Back Office Software
28. Defendants admit that, in late November 2017, Reid attended a lunch with
Temurian and Luis Amaya. Defendants deny the remaining allegations contained in this
paragraph.
30. Denied.
31. Defendants admit that Reid set up a conference call to introduce Temurian to
Piccolo and Johnson. Defendants deny the remaining allegations contained in this paragraph.
32. Defendants admit that a conference call incurred between Temurian, Piccolo, and
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Johnson. Defendants deny the remaining allegations contained in this paragraph.
33. Defendants admit that Temurian flew to Florida and attended three (3) meetings
with certain of the Defendants on December 5, 2017. Defendants deny the remaining allegations
contained in this paragraph.
34. Denied.
35. Defendants admit that Johnson, with the assistance of a software team, began
customizing the Back Office Software in accordance with the parties’ discussions. Defendants
deny the remaining allegations contained in this paragraph.
36. Denied.
37. Defendants admit that, for a period of approximately 3-4 weeks, they continued to
request Plaintiffs to provide a written agreement to formalize the terms of the parties’ discussion
on December 13, 2017 and that Plaintiffs continued to delay provision of such agreement.
Defendants deny the remaining allegations contained in this paragraph.
38. Defendants admit that Johnson sent an e-mail containing the quoted text in this
paragraph. Defendants deny the remaining allegations contained in this paragraph.
39. Defendants admit that a written agreement was executed on January 26, 2018.
40. Admitted.
41. Defendants admit that Plaintiff has accurately quoted a provision of the January 26,
2018 agreement. Defendants deny the remaining allegations contained in this paragraph.
42. Defendants admit that Plaintiff has accurately quoted a provision of the January 26,
2018 agreement. Defendants deny the remaining allegations contained in this paragraph.
43. Denied.
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44. Denied.
45. Denied.
E. False Customer Profiles
46. Denied.
F. The Cryptocurrency Conversion Scheme
47. Denied.
1. Johnson and Piccolo Act to Convert Money Provided to Pay Vista

Customers
48. Admitted.
49. Defendants admit that the January 29, 2018 telephone conversation took place but
deny Plaintiffs’ allegations concerning Johnson’s ‘manipulation of the Back Office Software
account to show a cryptocurrency balance with no basis in reality, and then use the fraudulent
balance to withdraw money from the Vista Alfacoins account.’
50. Defendants admit that Temurian agreed to allow the use of the Reserve Wallets.
51. Denied.
52. Defendants admit that Johnson sent e-mails to Temurian on the dates identified by
this paragraph. Defendants deny the remaining allegations contained in this paragraph.
53. Defendants admit that Temurian sent the cryptocurrency transfers on the dates
identified. Defendants deny the remaining allegations contained in this paragraph.
2. Johnson Fraudulently Credits His Back Office Software Account and

Commits Conversion
54. Admitted.
55. Denied.
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56. Denied.
57. Denied.
58. Denied.
59. Denied.
G. Johnson Fraudulently Credits His Back Office Software Account and

Commits Conversion
1. Johnson Fraudulently Ships Mini Miners
60. Denied.
61. Denied.
62. Denied.
63. Denied.
64. Denied.
65. Denied.
66. Denied.
2. The PJM Defendants Use the Back Office to Fraudulently Order a

Mini Miner
67. Denied.
68. Denied.
69. Denied.
70. Denied.
71. Denied.
H. Johnson Fraudulently Credits His Back Office Software Account and

Commits Conversion
72. Denied.
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I. The PJM Defendants Disable Vista’s Access to the Back Office Software
76. Defendants admit that Temurian met with Piccolo and Johnson on March 29, 2018
and March 30, 2018.
77. Denied.
79. Denied.
80. Defendants admit that Plaintiffs’ access to the Back Office Software was disabled
in April 2018. Defendants deny the remaining allegations contained in this paragraph.
81. Admitted.
82. Denied.
83. Denied.
84. Denied.
85. Defendants deny that Johnson was obligated to return any cryptocurrency to Vista
Technologies as any cryptocurrency taken by Johnson was taken as a setoff against amounts due
to Johnson and the other Defendants under the January 26, 2018 agreement, the amount of which
far exceeds the value of any cryptocurrency retained by Johnson.
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J. The Impersonation Scheme
86. Defendants admit that Plaintiffs granted access to their customer list. Defendants
deny the remaining allegations contained in this paragraph.
87. Denied.
88. Denied.
89. Denied.
90. Denied.
91. Admitted.
92. Denied.
93. Denied.
94. Denied.
95. Defendants admit that Piccolo sent certain e-mails using the e-mail addresses
identified in this paragraph. Defendants deny the remaining allegations contained in this
paragraph.
96. Defendants admit that a portion of the subject e-mail is accurately quoted in this
98. Denied.
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102. Denied.
105. Denied.
110. Denied.
111. Denied.
112. Denied.
K. Vistaone.network
113. Defendants admit that the subject domain was registered on January 20, 2018.
114. Denied.
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115. Denied.
L. The Extortion Scheme
116. Denied.
117. Defendants admit that Johnson and Piccolo made multiple attempts to obtain
payment from Plaintiffs for monies due under the January 26, 2018 agreement but that Plaintiffs
refused to tender such amounts. As a result, Johnson and Piccolo were forced to remove Plaintiffs’
access to the Back Office Software as Plaintiffs were in material breach of the parties’ agreement.
118. Admitted.
119. Admitted.
120. Admitted.
COUNT 1
BREACH OF CONTRACT (THE AGREEMENT) –

BY VISTA AGAINST PICCOLO, JOHNSON, AND MORRIS
121. Defendants adopt and incorporate by reference their responses to the paragraphs
above as if fully set forth herein.
122. Denied.
123. Denied.
124. Denied.
125. Denied.
COUNT 2
PROMISSORY ESTOPPEL REGARDING THE AGREEMENT

(IN THE ALTERNATIVE) – BY PLAINTIFFS –
AGAINST PICCOLO, JOHNSON, AND MORRIS
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127. Denied.
128. Denied.
129. Denied.
130. Denied.
COUNT 3
BREACH OF CONTRACT (THE JANUARY 26 SERVICE CONTRACT) –

BY VISTA AGAINST K.F.I. SOFTWARE, PICCOLO, AND JOHNSON
132. Defendants admit that, on January 26, 2018, certain parties executed the January
26, 2018 agreement and that such agreement was drafted by Piccolo. Defendants deny the
remaining allegations contained in this paragraph.
133. Defendants deny that the January 26, 2018 agreement is ambiguous and incomplete.
Defendants admit that Plaintiffs have accurately quoted certain provisions of the January 26, 2018
agreement.
134. Denied.
135. Denied.
COUNT 4
BREACH OF THE DUTY OF GOOD FAITH AND FAIR DEALING

THE JANUARY 26 SERVICE CONTRACT) –
BY VISTA AGAINST PICCOLO AND JOHNSON
137. Defendants admit that Plaintiffs have accurately quoted certain provisions of the
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January 26, 2018 agreement. Defendants deny the remaining allegations contained in this
paragraph.
138. Denied.
139. Denied.
COUNT 5
CONVERSION – BY VISTA AGAINST

PICCOLO, JOHNSON, MORRIS, TRAVELADA,
AND TRAVELADA INTERNATIONAL
141. Defendants admit that Plaintiffs’ ability to access the Back Office Software was
disabled on or about April 5, 2018. Defendants deny the remaining allegations contained in this
paragraph.
142. Denied.
143. Denied.
144. Denied.
145. Denied.
COUNT 6
CONVERSION – BY VISTA – AGAINST JOHNSON
147. Denied.
148. Denied.
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allegations contained in this paragraph.
150. Denied.
151. Denied.
152. Denied.
153. Denied.
154. Denied.
155. Defendants admit that Temurian transferred the subject cryptocurrency.
157. Defendants deny that Johnson wrongfully asserted dominion over Vista’s property
as any cryptocurrency retained by Johnson was used as a setoff against amounts owing to Johnson
and the other Defendants under the January 26, 2018 agreement. Defendants deny the remaining
158. Denied.
COUNT 7
CIVIL THEFT – BY VISTA – AGAINST JOHNSON
160. Denied.
161. Denied.
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163. Denied.
164. Denied.
165. Denied.
166. Denied.
167. Denied.
170. Defendants admit that Plaintiffs sent a civil theft demand letter to Johnson.
171. Denied.
173. Denied.
174. Denied.
COUNT 8
CONVERSION – BY VISTA – AGAINST JOHNSON
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176. Denied.
177. Admitted.
178. Denied.
179. Denied.
180. Denied.
181. Denied.
182. Denied.
183. Denied.
COUNT 9
CONVERSION – BY VISTA –
AGAINST PICCOLO, JOHNSON, AND MORRIS
185. Denied.
187. Denied.
COUNT 10
UNJUST ENRICHMENT – BY VISTA – AGAINST JOHNSON
189. Denied.
190. Denied.
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191. Denied.
192. Denied.
193. Denied.
194. Denied.
195. Denied.
196. Denied.
198. Denied.
199. Denied.
200. Denied.
201. Denied.
202. Denied.
203. Denied.
204. Denied.
205. Denied.
206. Denied.
COUNT 11
TORTIOUS INTERFERENCE – BY VISTA –

AGAINST TRAVELADA AND TRAVELADA INTERNATIONAL

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209. Defendants admit they were aware that Vista had customers. Defendants deny the
remaining allegations contained in this paragraph.
210. Denied.
211. Denied.
COUNT 12
TRADEMARK INFRINGEMENT AND UNFAIR COMPETITION

UNDER SECTION 43(a) OF THE LANHAM ACT – BY VISTA AGAINST TRAVELADA
215. Denied.
216. Denied.
217. Denied.
218. Denied.
219. Denied.
220. Denied.
COUNT 13
COMMON LAW TRADEMARK INFRINGEMENT

AND UNFAIR COMPETITION – BY VISTA –
AGAINST TRAVELADA AND TRAVELADA INTERNATIONAL
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225. Denied.
226. Denied.
227. Denied.
228. Denied.
229. Denied.
230. Denied.
231. Denied.
COUNT 14
UNAUTHORIZED TRAFFICKING OF PASSWORD INFORMATION

(IN VIOLATION OF 18 U.S.C. § 1030(a)(6), THE COMPUTER FRAUD
AND ABUSE ACT) – BY VISTA – AGAINST PICCOLO, JOHNSON,
MORRIS, TRAVELADA, AND TRAVELADA INTERNATIONAL
233. Admitted.
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236. Defendants deny that the Back Office Software was designed to communicate with
Vista’s Alfacoins account.
237. Admitted.
238. Denied.
239. Denied.
240. Denied.
241. Denied.
242. Denied.
243. Denied.
COUNT 15
MISAPPROPRIATION OF TRADE SECRETS UNDER

THE DEFEND TRADE SECRETS ACT – BY VISTA AGAINST
PICCOLO, JOHNSON, MORRIS, TRAVELADA,
245. Admitted.
246. Defendants admit that the Back Office Software contained a customer list.
247. Denied.
248. Denied.
249. Denied.
250. Denied.
251. Denied.
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252. Denied.
COUNT 16
MISAPPROPRIATION OF TRADE SECRETS UNDER

FLORIDA’S UNIFORM TRADE SECRETS ACT – BY VISTA
AGAINST PICCOLO, JOHNSON, MORRIS, TRAVELADA,
254. Admitted.
255. Defendants admit that the Back Office Software contained a customer list.
256. Denied.
257. Denied.
258. Denied.
259. Denied.
260. Denied.
COUNT 17
BREACH OF FIDUCIARY DUTY

BY VISTA – AGAINST K.F.I., PICCOLO, JOHNSON, AND MORRIS
262. Admitted.
263. Admitted.
264. Denied.
265. Denied.
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COUNT 18
AIDING AND ABETTING BREACH OF FIDUCIARY DUTY

BY VISTA – AGAINST REID
267. Admitted.
268. Admitted.
269. Denied.
270. Denied.
271. Denied.
272. Denied.
273. Denied.
274. Denied.
COUNT 19
CIVIL CONSPIRACY – BY PLAINTIFFS AGAINST

PICCOLO, JOHNSON, MORRIS, REID, TRAVELADA,
276. Denied.
277. Denied.
278. Denied.
279. Denied.
COUNT 20
USURPATION OF PARTNERSHIP OPPORTUNITIES AND MISUSE

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OF PARTNERSHIP ASSETS (IN THE ALTERNATIVE) –

BY VISTA – AGAINST K.F.I., PICCOLO, JOHNSON, AND MORRIS
281. Admitted.
282. Admitted.
283. Denied.
284. Denied.
Defendants deny each and every allegation contained in the “Wherefore” clauses of the
Second Amended Complaint. In addition, Defendants deny each and every allegation of the
Second Amended Complaint not specifically admitted herein. Defendants further deny that
Plaintiffs are entitled to any of the relief requested and demand strict proof of each element of
Plaintiff’s claims and asserted damages.
JURY TRIAL DEMAND
Defendants demand a jury trial on all issues so triable.
AFFIRMATIVE DEFENSES
For their further and separate affirmative defenses to the Second Amended Complaint and
the claims Plaintiffs purport to assert therein, and without assuming the burden of proof on any
matters for which that burden rests with Plaintiffs, Defendants allege:
First Defense
The Second Amended Complaint fails to state a claim upon which relief can be granted.
Second Defense
This Court lacks subject matter jurisdiction over this dispute. The Second Amended
Complaint asserts that diversity jurisdiction exists, but the parties are not citizens of different
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states. Vista Technologies is deemed to be a citizen of every State that its members are citizens
of. Because Johnson, Piccolo, Morris, and K.F.I. are each members of Vista and citizens of
Florida, Vista is deemed to be a citizen of Florida and diversity jurisdiction cannot exist. Federal
question jurisdiction does not exist as Plaintiffs have not asserted any viable federal claims.
Third Defense
Plaintiffs’ claims are barred, in whole or in part, by the doctrine of set-off. The damages
sought by Plaintiffs in this matter are substantially less than the damages Plaintiffs caused to the
Defendants as a result of Plaintiffs’ breach of the January 26, 2018 agreement, Plaintiffs’
defamatory statements/writing, and Plaintiffs’ failure to recognize Piccolo, Johnson, Morris, and
K.F.I.’s 10% ownership interest in Vista Technologies and its affiliated entities. As a result of
Plaintiffs’ conduct, Defendants have incurred substantial damages far exceeding those alleged in
the Second Amended Complaint.
Fourth Defense
Plaintiffs’ claims are barred, in whole or in part, by the equitable doctrine of unclean hands.
Fifth Defense
Plaintiffs’ claims are barred, in whole or in part, because Plaintiffs fraudulently induced
Piccolo, Johnson, and Morris to build the Back Office Software and dedicate approximately 1,500
hours of customer service/marketing efforts to saving Plaintiffs’ failing business. Plaintiffs swore
multiple times that their ‘80 day cryptocurrency doubler scheme’ was a valid business venture and
even endeavored to show Johnson in person how it worked. In reality, it was only after Defendants
committed significant time and resources did Plaintiffs reveal approximately $13.9 million of
outstanding liability to “investors” (whose monies Plaintiffs had illegally taken in violation of
federal securities laws) who never doubled their cryptocurrency investment as promised by
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Plaintiffs. Plaintiffs misled Piccolo, Johnson, and Morris into working with Plaintiffs and then
attempted to use this lawsuit to paint them as scapegoats for Plaintiffs’ fraudulent and illegal
business activities.
COUNTERCLAIM
Counter-plaintiffs Phillip A. Piccolo, Jr. (“Piccolo”), Kevin Dalton Johnson (“Johnson”),
Paul Morris (“Morris”), Joseph Reid (“Reid”), and K.F.I. Software (“K.F.I.”) (collectively, the
“Counter-Plaintiffs”), as and for their Counterclaim against counter-defendants Armen A.
Temurian (“Temurian”) and Vista Technologies LLC (“Vista Technologies”) (collectively, the
“Counter-Defendants”), respectfully plead as follows:
THE PARTIES
1. Piccolo is an individual who is a citizen of the State of Florida and who resides in
Broward County, FL.
2. Johnson is an individual who is a citizen of the State of Florida and who resides in
Broward County, FL.
3. Morris is an individual who is a citizen of the State of Florida and who resides in
Broward County, FL.
4. Reid is an individual who is a citizen of the State of New York and who resides in
Nassau County, NY.
5. K.F.I. is a Florida common law partnership consisting of Johnson and Piccolo.
6. Vista Technologies is a limited liability company organized and existing under the
laws of the State of California. According to the Second Amended Complaint, all of Vista
Technologies’ members are citizens of the State of California, though that assertion is disputed by
the Counter-Plaintiffs.
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7. Temurian is an individual who is a citizen of the State of California and who resides
in Los Angeles County, CA.
JURISDICTION AND VENUE
8. In the event the Court denies Defendants’ Motion to Dismiss, this Court has subject
matter jurisdiction over this Counterclaim pursuant to Fed. R. Civ. P. 13 and 28 U.S.C. § 1332(a).
9. The Court has jurisdiction over Plaintiffs as they availed themselves of this Court
in asserting claims for damages in the Second Amended Complaint.
10. Venue properly lies in this District because the claims asserted herein are
counterclaims to the claims asserted in the Second Amended Complaint.
FACTS
11. In November 2017, Reid became aware that Vista Technologies’ predecessor
(Vista Network Technologies USA),3 a multi-level-marketing (“MLM”) company run by
Temurian, was experiencing issues with its software platform that were causing delays in payments
to network affiliates and otherwise interfering with Vista Technologies’ business.
12. Reid knew that Johnson and Piccolo owned and had developed a software platform
specifically for MLM use and therefore he offered to introduce Temurian to them to see whether
they could offer what Vista Technologies needed.
13. In late-November 2017, Reid introduced Temurian to Piccolo and Johnson during
a telephone conference call. At the time, Temurian expressed interest in the MLM software set
that Johnson had developed over the course of fifteen years at costs that exceed more than $3.5
3
References herein to “Vista Technologies” shall be deemed to include the predecessor entity (Vista Network
Technologies USA).
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million to date. Temurian, Johnson, and Piccolo discussed the framework of an agreement
whereby Johnson/Piccolo would modify Johnson’s software platform to fit Vista Technologies’
needs, a joint venture/partnership would be formed with Temurian and Vista Technologies, and
Piccolo/Johnson would contribute their own ‘Travelada’ business and contacts to that joint
venture/partnership.
14. On or about December 5, 2017, Temurian flew to Florida and met with Piccolo,
Reid, and Johnson briefly at a hotel on Cypress Creek Road in Fort Lauderdale. The meeting was
then reconvened at offices located at 12538 W. Atlantic Blvd in Coral Springs, FL. Later that day,
the meeting was reconvened a third time at Piccolo’s home in Lighthouse Point, FL.
15. During these meetings, Temurian showed Piccolo, Johnson, and Reid his “Mini
Miner” product which he represented as the future of Vista’s business. Temurian, Piccolo,
Johnson, and Reid discussed Vista’s background, Johnson’s MLM software, and the general belief
that Temurian, Johnson, and Piccolo could synergistically benefit each other’s companies with a
joint venture/partnership.
16. Morris arrived to the third meeting after the bulk of the substantive discussion had
occurred and was not involved in any business discussions other than to see Temurian showing off
the “Mini Miner” product.
17. During the December 5, 2017 meetings in Florida, Temurian also touted Vista
Technologies’ then-current business model whereby Counter-Defendants were utilizing
proprietary algorithms to ‘trade’ (similar to stock trading) cryptocurrency on behalf of investors.
18. Temurian explained that these proprietary algorithms allowed Vista Technologies
to promise its investors that they would earn 2.5% of their investment daily and that investors
would double the value of their investment within 80 days. Temurian stated that, in reality, Vista
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Technologies was earning anywhere between 15% - 25% daily through this cryptocurrency trading
venture and therefore Vista Technologies was earning far greater than it owed to existing investors.
19. Temurian explained that these proprietary trading algorithms would be made
available to Piccolo/Johnson if they agreed to assist Vista Technologies with its software platform
and move forward with the joint venture/partnership. Temurian further offered to contribute and
trade at least $100,000.00 in cryptocurrency on Johnson and Piccolo’s behalf with promises of
earning 15% - 25% daily (the same amount Temurian represented he was making for himself vs.
the 2.5% he was supposedly earning for his investors).
20. Indeed, at the time, Vista Technologies’ website proclaimed that investors would
“Double Your Bitcoin and Your Ethereum Within 80 Days.” The website explained the
opportunity as follows:
VISTA is providing the first ever dual crypto coin platform which
is reinforced by algorithms that will enable you to double your
Bitcoin and Ethereum in 80 days or less. Their trading robots will
trade every hour and will share their earnings with you as they
deposit into your BTC and ETH WALLETS. You will earn a daily
Binary BingoPay for spreading the word of VISTA, and a weekly
matrix bonus will be rewarded to each member as a thank you from
the company for doing business with VISTA.
21. Vista Technologies’ website was consistent with various PowerPoint and other
marketing material circulated by Counter-Defendants at the time – all of which promised a
minimum of daily 2.5% returns on cryptocurrency investments through Vista Technologies’
proprietary algorithms.
22. Piccolo/Johnson were intrigued by Temurian’s representations concerning the
guaranteed minimum of 2.5% returns, but no agreements were reached during the December 5,
2017 meeting. Rather, after Temurian left for the airport, Johnson and Piccolo spoke via telephone
and discussed whether Vista Technologies was a legitimate company with legitimate business
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operations and decided it would be best for Johnson (who has more technical experience than
Piccolo) to tour Vista Technologies’ facilities in California before deciding how to proceed.
23. On December 10, 2017, Johnson flew to California and visited Vista Technologies’
offices the next day (on December 11, 2017). During that visit, Temurian showed Johnson around
and answered further questions about Vista Technologies’ business. Johnson further demonstrated
to Temurian, Hector Ardon (a co-founder of Vista Technologies), and Luis Amaya (a co-founder
of Vista Technologies) his MLM software via its then-current implementation at Travelada and
two other MLM companies.
24. While in California, Temurian purported to demonstrate Vista Technologies’
cryptocurrency trading operations to Johnson and showed Johnson several ‘trades’ taking place
that day which purportedly generated earnings between 15 – 25%. Johnson believed that the
screens being shown to him were legitimate and that Vista Technologies was actually earning the
amounts represented by Temurian.
25. On December 13, 2017 (following Johnson’s return to Florida), Temurian, Johnson,
and Piccolo participated in a conference call whereby, in reliance on Temurian’s representations
concerning the earnings being generated in Vista Technologies’ cryptocurrency trading business,
Piccolo and Johnson were willing to move forward with a joint venture.
26. During the call, the parties agreed to basic terms whereby Johnson/Piccolo would
modify their software platform for Vista Technologies’ use, Piccolo/Johnson would contribute
their Travelada business and contacts, and Piccolo/Johnson would receive financial remuneration
in addition to a percentage ownership of Vista Technologies’ business to be determined.
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27. The next day, on December 14, 2017, Johnson sent a summary of the telephone call
and the terms that Temurian had agreed to. Temurian never responded to the e-mail to dispute any
of the terms set therein by Johnson.
28. Although Plaintiffs claim some oral agreement by which Piccolo/Johnson would
grant ownership of their software to Vista Technologies, the December 14, 2017 e-mail itself
(which specifically states that Vista Technologies would receive a perpetually “licensed copy of
the software” so long as Vista Technologies was fulfilling its perpetual obligation to pay the
amounts due thereunder.
29. During the December 13, 2017 (or any other point in time), there was never any
discussion of Vista Technologies becoming an owner of Johnson/Piccolo’s software platform or
any platform custom-built for Vista Technologies.
30. As stated above, the software that was to be licensed to Vista is a software set that
has been 15 years plus in its evolution at a cost that exceeds more than $3.5 million to date.
Johnson/Piccolo consider the software to be a next generation cloud based MLM software which
empowers its users with solutions geared for global success. The software set allows any MLM
company to register affiliates online through a self-replicating websites, track the line of
sponsorship from registration, purchase virtual and physical products, mange shipping and
logistics with all of the primary US-couriers, calculate commissions in real time on any
compensation plan implemented, pay commissions and bonuses via third party wallet systems or
printed checks, reconcile payments, provides full customer support to affiliates using the system
support and full reporting suite of all such functions to the licensee.
31. On approximately December 15, 2017, Temurian sent a text message to Piccolo in
which he stated that he was ready to sign a written agreement between the parties, that Vista
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Technologies’ owners had agreed to provide an ownership interest in the company to Piccolo and
Johnson, and that Vista Technologies had sent the first 2.5 percent payment on the 8 bitcoin due
under what would become the written agreement between the parties.
32. Although there was no signed agreement at that time, Johnson/Piccolo relied on
Temurian’s statements during the December 13, 2017 call, the meetings in California, the
December 5, 2017 meeting in Florida, and Temurian’s December 15, 2017 text message and began
working toward modification of their software platform for Vista Technologies’ needs.
33. This work included designing a legal and compliant compensation plan for Vista
Technologies’ affiliates and modifying Johnson/Piccolo’s existing software platform to comport
with that plan. Johnson/Piccolo also endeavored to build a new module that would allow Vista
Technologies to continue making payments on amounts due to existing Vista Technologies
affiliates.
34. At the time, Vista Technologies was transitioning from a business model of trading
cryptocurrency for its existing affiliates (upon promises to double cryptocurrency investments
within 80 days) to selling its new Mini Miner product (upon what turned out to be similar absurd
promises of substantial guaranteed profits). The software platform designed by Piccolo/Johnson
therefore had to account for Vista Technologies’ existing liabilities (relating to monies brought in
for cryptocurrency trading) in addition to Vista Technologies’ new Mini Miner business.
35. In addition, Johnson/Piccolo also designed and built Vista Technologies a front-
end website for its customers with little to no support from anyone at Vista Technologies. While
not within the scope of the parties’ oral understanding, Johnson/Piccolo did this because nobody
at Vista Technologies seemed interested and Vista Technologies’ then-existing website was of
little use for the designs that were being implemented.
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36. In early January 2018, Piccolo, Morris, and Johnson conferred and came up with a
plan to implement retail commissions, matrix commissions, matching matrix commissions, dual
team/binary commissions, fast start bonuses and fast start matching bonuses all based on the sale
of Mini-Miners and cryptocurrency mining hash power. Based in their knowledge of MLM
compensation plans, Piccolo, Morris, and Johnson believed this plan would be in compliance with
all laws. Piccolo, Morris, and Johnson had multiple telephone calls with Temurian and Mr. Amaya
regarding the compensation plan and all agreed to move forward as planned.
37. Throughout January 2018, Piccolo and Johnson continued pushing Temurian for a
signed/executed copy of the joint venture/partnership agreement that was discussed in mid-
December 2017. Each time, Temurian told Piccolo and Johnson that a formal/written agreement
was coming and that all was proceeding as agreed and summarized in Johnson’s December 14,
2017 e-mail.
38. On January 22, 2018, Temurian sent Johnson an e-mail noting that he was “pleased
to have finalized our Agreement” and which attached a nine (9) page draft agreement for the
parties’ review and signature. Among other terms, that draft agreement names Morris as Vista
Technologies’ Chairman of the Advisory Board, Johnson as the Chief Technology Officer of Vista
Technologies, and Piccolo as an “Executive.” Temurian’s draft agreement further references a
“software license” and provides Piccolo and Johnson a 10% non-dilutable ownership interest in
Vista Technologies.
39. On January 29, 2018, Temurian, Piccolo, and Johnson participated in a telephone
call during which, for the first time, Temurian admitted that Vista Technologies’ ‘double your
cryptocurrency in 80 days’ venture had not been successful and that Vista Technologies was facing
massive liability in connection therewith. Temurian admitted that Vista Technologies had
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accumulated approximately $13.9 million of existing liability to investors who had invested their
cryptocurrency based on Temurian’s ‘double your investment’ promises and that the supposedly
proprietary algorithms utilized by Vista Technologies had never generated the 2.5% daily returns
(let alone the 15 – 25% that Temurian had boasted about) that Temurian promised.
40. Temurian was worried that the company was headed for bankruptcy or that he
himself was headed for jail (as he recognized that Vista Technologies was offering unregistered
securities in violation of federal securities laws and other similar programs had already been shut
down by the federal government).
41. Piccolo and Johnson were shocked to hear this for the first time on January 29, 2018
– after they had already committed themselves for over a month to designing software, creating a
website, assisting Vista Technologies with customer service issues, and potentially taking on such
liability as owners of Vista Technologies (which Temurian had previously awarded).
Nevertheless, Piccolo/Johnson discussed with Temurian the concept of turning lemons into
lemonade by working to reduce the existing investor liabilities (by paying down the liability at a
lower percentage rate than promised by Temurian and/or offering incentives to investors to
participate in Vista Technologies’ new business ventures).
42. Following further back and forth and revisions between the parties, a fully-executed
written agreement was ultimately sent via e-mail by Mr. Temurian on January 30, 2018. That e-
mail specifically states that “[w]ith this agreement we become partners….” and “I’m proud to call
you our Partners.” In addition to other terms, the signed agreement (which although sent on
January 30, 2018 is in actuality dated January 26, 2018) recognizes that Piccolo/Johnson had
already been awarded a 10% ownership interest in Vista Technologies and that Morris had already
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been awarded a 1% ownership interest in Vista Technologies (which Temurian himself suggested
as a result of Morris’ contributions to the project).
43. In late January 2018, Piccolo/Johnson began pushing for Vista Technologies to
provide them the existing data from its then-current MLM software provider and information
regarding the legacy payments that would need to be made to all the existing affiliates (persons
who had deposited cryptocurrency with Vista Technologies upon promises of money being
doubled in 80 days). After many requests to provide such, Vista Technologies decided to just
provide Johnson with access to the existing MLM software. At no time did Vista Technologies
indicate to Johnson that the data within its existing software was somehow confidential/proprietary
or request that he treat it as such. Nobody at Vista Technologies ever mentioned confidentiality
with respect to this data or asked that any of the Counter-Plaintiffs sign any type of document
restricting use/disclosure of the data.
44. Once Vista Technologies provided access to the data, Johnson downloaded the
existing affiliate base and began working with the data. During this period, it was discovered that
the existing line of sponsorship and MLM compensation plan structures were full of orphaned
records making it practically impossible to decipher the line of sponsorship and existing
compensation plan structures. After hundreds of hours of working with that data, Johnson and his
software team were finally able to fix the orphaned records and rebuild the structures. Much to
their frustration, no help or input was provided by Vista Technologies in order to accomplish this.
45. Plaintiffs’ customer/sales data was imported into the Back Office software and
combined with Piccolo/Johnson’s existing contacts/sales data. As a result, the database of
contacts/sales data within the Back Office represents a combination of information provided from
both Plaintiffs and Piccolo/Johnson. The lists were merged/combined pursuant to the parties’ joint
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venture/partnership agreement as Temurian, Piccolo, and Johnson each believed the lists would
benefit each other’s respective businesses.
46. Around this time, Vista Technologies began providing the data for the legacy
payments that were to be made to the existing affiliates. This data was also incomplete and
required Johnson/Piccolo to spend many more hours to clean the data and find a solution to the
issues.
47. In early February, Vista Technologies also provided access to its AlfaCoins
merchant account so that Johnson/Piccolo could begin interfacing the account to their internal
shopping cart for purchases and virtual ledger system for payouts from the system. Upon logging
into the AlfaCoins account, it was discovered that Vista Technologies had collected more than $12
million of cryptocurrency to date but only a fraction of those amounts remaining in the AlfaCoins
merchant account (less than $100,000 in cryptocurrencies).
48. In mid-February 2018, Johnson/Piccolo launched the new front-end website. In
late February, Johnson/Piccolo launched the Back Office and began making legacy payments. At
this time hundreds of affiliates came forward indicating the data Vista Technologies had provided
with regards to the legacy payments was not correct. After repeated attempts to have Vista
Technologies deal with this to no avail, Johnson/Piccolo decided to handle the issues and credit
any affiliates with the amount owed after researching the orders in the system and within the
previous MLM software providers system. Johnson/Piccolo researched and resolved issues on
around 500 existing legacy accounts, resulting in more amounts being due to the existing affiliates
than that which was originally reported by Vista Technologies.
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49. In the later part of February 2018, Johnson/Piccolo launched the full back office
website with the ability to purchase products and services along with real time commissions and
payments.
50. To this point and continuing for the next month, Counter-Defendants were grossly
delinquent in their obligations under the parties’ January 26, 2018 agreement. Vista Technologies
had agreed to deposit and trade on 8 Bitcoin for Piccolo/Johnson’s benefit and – based on its
supposedly proprietary trading algorithm – had guaranteed payment of 2.5% (equal to .20 Bitcoin)
per day (based on a 5-day, Monday – Friday week) for perpetuity. Counter-Defendants only
complied with this obligation on a few of the required days.
51. Counter-Defendants agreed to provide $100,000.00 in digital cryptocurrency to
begin trading for the benefit of Piccolo/Johnson and agreed to a 2% penalty for any day that Vista
Technologies did not trade these coins on their behalf. Vista Technologies never provided the
cryptocurrency, never traded on Piccolo/Johnson’s behalf, and never paid the 2% penalty in
connection therewith.
52. By late March 2018, Vista Technologies’ unpaid financial obligation to
Johnson/Piccolo grew to several hundred thousand dollars with no sign from Vista Technologies
that it would ever begin compliance with the January 26, 2018 agreement.
53. Further, Temurian had asked Morris (who is well known in the MLM industry) to
host several informational/marketing conference calls to discuss Vista Technologies’ products and
services. Morris paid for these conference lines out of his own pocket and, despite representations
otherwise by Temurian, Morris was never reimbursed for any of these expenses. Ironically, while
Counter-Defendants allege in the Second Amended Complaint that Morris somehow profited off
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his Back Office Software access, the reality is that Morris never received any monies from or in
connection with Vista Technologies – he only paid monies out of his own pocket.
54. With little hope in sight and an ever-increasing suspicion that Piccolo/Johnson were
being used to facilitate a Ponzi scheme, they agreed to a meeting in Florida on March 29, 2018.
Both Temurian and his wife (Houry Tartarian) attended that meeting. They accused Johnson at
that time of misappropriating Vista Technologies’ cryptocurrency (which was untrue).
55. At the same time, Piccolo and Johnson confronted Temurian about Counter-
Defendants’ multiple breaches under the January 26, 2018 written agreement and demanded to
know when Counter-Defendants would catch up on their payment obligations.
56. Following the March 29, 2018 meeting, Johnson/Piccolo continued to make
demands to Counter-Defendants to comply with the terms of the January 26, 2018 agreement and
stated multiple times that they would be forced to disable the Back Office software and the website
that had built absent payment. These demands largely went ignored and Counter-Defendants
failed to pay any of the hundreds of thousands of dollars that were owed.
57. As a result, on or about April 18, 2018, Piccolo/Johnson disabled Counter-
Defendants’ access to the Back Office software and the front-end website that Johnson had built
as they were no longer willing to continue supporting Counter-Defendants without the contractual
payments due under the January 26, 2018 agreement.
58. From April 2018 and continuing through the present date, Temurian has launched
a prolific campaign to smear Counter-Plaintiffs’ names (both orally and in writing) through false
allegations that Counter-Plaintiffs were criminals, had committed multiple crimes, had stolen
monies and trade secrets from Vista Technologies, and that Counter-Plaintiffs were going to jail
as a result of the conduct alleged in the Second Amended Complaint.
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59. Temurian has sent multiple mass e-mail blasts to Vista Technologies’ 20,000 –
30,000 member contact list in which he accuses each of the Counter-Plaintiffs of having committed
theft, of having committed felonies, of being criminals, that the Federal Bureau of Investigation
was investigating Counter-Plaintiffs, and that each of the Counter-Plaintiffs was going to jail for
their supposed crimes.
60. Temurian has also prolifically posted the same content on Internet message
boards/comment sections (such as at www.behindmlm.com and www.youtube.com) and in an
online ‘chat group’ in which he communicates with Vista Technologies’ customers/affiliates.
61. Temurian has made the same comments orally in conversations with multiple
customers/affiliates of Vista Technologies and owners of other MLM businesses.
62. Temurian’s comments were false when made and he knew them to be false. He
made the aforementioned statements with malicious intent – namely, to deflect attention from
Vista Technologies’ failing business and massive outstanding liabilities. Temurian attempted to
use Counter-Plaintiffs as scapegoats to blame as the reason for Vista Technolgies’ failure to pay
down the approximately $13.9 million in investor money that was promised to be ‘doubled in 80
days.’
63. Temurian has attempted to blame Counter-Plaintiffs for his investors’ loss of
monies, but in reality those monies were lost due to Vista Technologies being nothing more than
a Ponzi scheme whereby earlier investors were paid through monies collected from newer
investors. There was never a ‘proprietary algorithm’ used by Temurian to generate returns
between 15% - 25% - there were only unsuspecting victims who continued to give Counter-
Defendants their money on false promises of doubling their investment.
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64. Worse still, once the Ponzi doubler fell apart, Temurian preyed on victims through
the sale of his Mini Miner product which sold for $1,200.00 - $1,500.00 and which Temurian
promised would generate cryptocurrency mining profits in the hundreds of dollars per month.
This, again, was a scam orchestrated by Temurian as the Mini Miner, on its best month, generated
around $.10 of mining revenue (and cost significantly more in energy use to operate).
65. By attempting to paint Counter-Plaintiffs as criminals who conspired together to
steal Vista Technologies’ customers and monies, Temurian could shift attention from his violation
of federal securities laws and theft of millions of dollars from Vista Technologies’
customers/affiliates.
66. Although Temurian and the other co-founders of Vista Technologies granted
Piccolo, Johnson, Morris, and K.F.I. an ownership interest in Vista Technologies (and all of its
current and future direct and indirect entities), Temurian has refused to recognize that ownership
interest, has excluded Piccolo, Johnson, Morris, and K.F.I. from voting and other membership
decisions, and has paid profit distributions, salaries, and personal expenses from Vista
Technologies and related entities without ever accounting for Piccolo, Johnson, Morris, and
K.F.I.’s 10% ownership interest.
67. The January 26, 2018 written agreement specifically identifies certain of these
“current and future direct and indirect entities” as follows: Vista Technologies USA Inc., RPM
Vista, Vista Networks, Vista Assets, Vista Pool, Vista Exchange, Vista Coin, Alexa Coin,
Higher.org, and InvexCoin.com.
68. On or about October 17, 2018, Vista Technologies’ predecessor (Vista Network
Technologies USA) spun off into two entities: Vista Technologies (which is responsible for
technology development and ownership of intellectual property) and Vista Network LLC (which
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operates the MLM business and sells the products owned/developed by Vista Technologies. Vista
Network LLC is a successor of Vista Network Technologies LLC and within the meaning of
“current and future direct and indirect entities” to which the January 26, 2018 agreement applies.
69. “Higher.org” is a social network platform that Temurian and/or Vista Technologies
purchased for approximately $30,000.00 and which Temurian estimates is worth significantly
more today. Given that Higher.org is specifically referenced in the January 26, 2018 agreement,
it is certainly within the meaning of “current and future direct and indirect entities” as used therein.
70. “InvexCoin.com” is a cryptocurrency exchange that Temurian recently
established/registered as a Mexican entity. Upon information and belief, Temurian is the sole
owner of the InvexCoin.com entity. Given that InvexCoin.com is specifically referenced in the
January 26, 2018 agreement, it is certainly within the meaning of “current and future direct and
indirect entities” as used therein.
71. Upon information and belief, has developed other businesses affiliated with Vista
Technologies and for which the January 26, 2018 agreement’s “current and future direct and
indirect entities” provision would apply. Temurian has failed to disclose the identity of such
businesses to Counter-Plaintiffs.
72. On or about July 5, 2019, Piccolo, Johnson, and Morris (through counsel) sent a
statutory demand to Vista Technologies for inspection and copying of certain membership and
financial records of the company. Pursuant to California law, Vista Technologies was required to
provide the requested documentation within thirty (30) days of the letter – i.e., by August 5, 2019.
Vista Technologies failed to even respond to the letter let alone provide the requested documents
(notwithstanding the fact that the letter was sent via US Mail to Vista Technologies and its counsel
in this lawsuit and further sent via e-mail to Vista Technologies’ counsel in this lawsuit).
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73. All conditions precedent to the filing of this action have been performed, occurred,
or been waived
CAUSES OF ACTION
COUNT ONE – FRAUD IN THE INDUCEMENT

(By Piccolo and Johnson Against Temurian)
76. Piccolo and Johnson re-allege and incorporate by reference paragraphs 1 through
73 as if fully alleged herein.
77. As described herein, Temurian falsely represented to Piccolo and Johnson that
Vista Technologies was engaged in a legitimate cryptocurrency trading business venture whereby
Vista Technologies was utilizing a proprietary algorithm to generate returns between 15% - 25%
and that such returns were well-above the 2.5% daily payout that Vista Technologies was paying
its existing investors (to which Temurian represented Vista Technologies was current on payment).
Temurian represented that Vista Technologies was not operating a Ponzi scheme in that monies
utilized to pay existing investors were being generated through his cryptocurrency trading
activities rather than through new investor monies. Temurian represented that these same
proprietary algorithms would be utilized for the benefit of Piccolo and Johnson and that they too
would have guaranteed daily returns of at least 2.5%
78. Temurian made these representations in an effort to induce Piccolo and Johnson to
build the Back Office software platform for Vista Technologies, to build a new website for Vista
Technologies, and to provide a substantial amount of customer service and other work for Vista
Technologies upon promises of guaranteed returns for Piccolo and Johnson.
79. These representations were false when made, and Temurian knew the
representations were false when made.
80. Piccolo and Johnson relied on the aforementioned representations in agreeing to
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build the Back Office software platform for Vista Technologies, to build a new website for Vista
Technologies, and to provide a substantial amount of customer service and other work for Vista
Technologies.
81. As a direct and proximate result of Temurian’s misrepresentations, Piccolo and
Johnson sustained substantial damages, the full amount of which will be established at trial of this
matter.
WHEREFORE, Piccolo and Johnson demand judgment against Temurian for
compensatory damages, prejudgment interest, post-judgment interest, costs, and such other relief
as the Court deems just and proper.
COUNT TWO – SLANDER PER SE

(By Piccolo, Johnson, Morris, and Reid Against Temurian)
82. Piccolo, Johnson, Morris, and Reid re-allege and incorporate paragraphs 1 through
73 as set forth above.
83. As described herein, Temurian has, on numerous occasions from April 2018
through the present date, falsely stated to third parties (in writing and orally) that each of Piccolo,
Johnson, Morris, and Reid is a criminal, has committed multiple crimes including theft, is being
investigated by the Federal Bureau of Investigation, committed extortion, and is going to jail in
connection with the allegations in this lawsuit. These statements were made on Internet message
boards/comment sections (such as at www.behindmlm.com and www.youtube.com), in mass e-
mails to Vista Technologies’ 20,000 – 30,000 member list, in a Vista Technologies ‘chat group’
with Vista Technologies’ customers/affiliates, in-person, and telephonically.
84. Temurian did not present these statements as if they were merely his opinion –
rather, Temurian conveyed these statements as fact.
85. At the time he made these statements, Temurian knew that they were wholly
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unsupported by the evidence, and therefore the statements were made with reckless disregard for
the truth.
86. The above-described false and malicious statements were made with the purpose
of causing harm to each of Piccolo, Johnson, Moris, and Reid’s reputation.
87. These statements were false and malicious – Temurian’s primary motive in making
the statements was not to report an alleged crime but rather to injure each of Piccolo, Johnson,
Morris, and Reid’s reputation in such a way as to cause Vista Technologies’ investors/customers
and other MLM professionals to dissociate from Piccolo, Johnson, Morris, and Reid and to blame
them for the losses of monies caused by Vista Technologies’ illegal Ponzi scheme.
88. As a result of Temurian’s false and malicious statements, Piccolo, Johnson, Morris,
and Reid have sustained substantial damages, the full amount of which will be established at trial
of this matter.
WHEREFORE, Piccolo, Johnson, Morris, and Reid demand judgment against Temurian
for compensatory damages, prejudgment interest, and such other relief as the Court deems just and
proper.
COUNT THREE: BREACH OF CONTRACT

(By Piccolo, Johnson, Morris, and K.F.I. Against Vista Technologies and Temurian)
89. Piccolo, Johnson, Morris, and K.F.I. re-allege paragraphs 1 through 73 as if fully
set forth herein.
90. The January 26, 2018 written agreement is a valid, enforceable contract under either
Florida or California law.
91. At the time the January 26, 2018 written agreement was executed, Vista
Technologies existed as Vista Network Technologies USA, a common-law partnership consisting
of Temurian, Mr. Amaya, and Hector Ardon. Vista Network Technologies USA was a d/b/a name
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as the entity had not yet been formally established as a California business entity.
92. Each of Piccolo, Johnson, Morris, K.F.I., Temurian, and Vista Technologies is a
party to the January 26, 2018 written agreement.
93. The January 26, 2018 agreement required Counter-Defendants to: (a) send K.F.I.
$100,000.00 in cryptocurrency for out-of-pocket expenses; (b) provide 200 major mining
machines to be used for cryptocurrency mining; (c) provide $100,000.00 in cryptocurrency to be
traded by Vista Technologies (using its ‘proprietary algorithm’) with a 2% fee for any day during
which trading does not occur; and (d) recognize Piccolo, Johnson, Morris, and K.F.I.’s ownership
of 10% of Vista Technologies and all current and future related entities (such as Vista Network
LLC, Higher.org, and InvexCoin.com).
94. Piccolo, Johnson, Morris, and K.F.I. fully performed their obligations under the
January 26, 2018 written agreement – indeed, they went above and beyond as they undertook tasks
(such as providing approximately 1,500 hours in customer service and building a website) over
and above what was required under the January 26, 2018 agreement.
95. Counter-Defendants materially breached the terms of the January 26, 2018 written
agreement. Counter-Defendants did not: (a) send K.F.I. $100,000.00 in cryptocurrency for out-
of-pocket expenses; (b) provide 200 major mining machines to be used for cryptocurrency mining;
(c) provide $100,000.00 in cryptocurrency to be traded by Vista Technologies (using its
‘proprietary algorithm’) with a 2% fee for any day during which trading does not occur; (d) pay
the 2% non-trading day fee; and (e) recognize Piccolo, Johnson, Morris, and K.F.I.’s ownership of
10% of Vista Technologies and all current and future related entities (such as Vista Network LLC,
Higher.org, and InvexCoin.com).
96. Piccolo, Johnson, Morris, and K.F.I. do not have an adequate remedy at law with
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respect to Counter-Defendants’ failure to recognize their 10% ownership interest in Vista
Technologies, Vista Network LLC, Higher.org, InvexCoin.com, or any other “current and future
direct and indirect entities.”
97. As a result of Counter-Defendants’ breaches of the January 26, 2018 agreement,
Piccolo, Johnson, Morris, and K.F.I. suffered substantial damages, the full amount of which will
be established at trial of this matter.
WHEREFORE, Piccolo, Johnson, Morris, and K.F.I. demand judgment against Counter-
Defendants for compensatory damages, specific performance compelling Counter-Defendants to
recognize and award Piccolo, Johnson, Moris, and K.F.I. their 10% ownership interest in the
above-referenced entities, prejudgment interest, post-judgment interest, costs, and such other relief
as the Court deems just and proper.
COUNT FOUR: BREACH OF FIDUCIARY DUTY

(Piccolo, Johnson, Morris, and K.F.I. Against Temurian)
98. Piccolo, Johnson, Morris, and K.F.I. re-allege paragraphs 1 through 73 as if fully
set forth herein.
99. Temurian is a manager and member of Vista Technologies.
100. Under California law, the manager of a limited liability company “owes the
same fiduciary duties to the limited liability company and to its members as a partner owes to a
partnership and to the partners of the partnership.” People v. Pac. Landmark, LLC, 129 Cal. App.
4th 1203, 1212 (Cal. Ct. App. 2005).
101. Piccolo, Johnson, Morris, and K.F.I. collectively own 10% of the outstanding
membership interest in Vista Technologies, as specifically recognized by the January 26, 2018
written agreement.
102. As a result of his status as a manager of Vista Technologies and due to the special
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relationship of trust placed in Temurian by Piccolo, Johnson, Morris, and K.F.I., Temurian is a
fiduciary of Piccolo, Johnson, Morris, and K.F.I. and owes certain fiduciary duties of loyalty, to
act in good faith, and to act with due care thereto.
103. Temurian breached these duties by refusing to recognize Piccolo, Johnson, Morris,
and K.F.I.’s ownership interest, by excluding Piccolo, Johnson, Morris, and K.F.I. from voting and
other membership matters, by using Vista Technologies’ funds to pay personal expenses of
Temurian and his girlfriend (Houry Tartarian), by making profit and other distributions without
accounting for the aforementioned 10% ownership interest, and by refusing to allow any of
Piccolo, Johnson, Morris, or K.F.I. to access the company’s books and records.
104. As a result of Temurian’s breaches of fiduciary duty, Piccolo, Johnson, Morris, and
K.F.I. have incurred substantial damages, the full amount of which will be established at trial of
this matter.
WHEREFORE, Piccolo, Johnson, Morris, and K.F.I. demand judgment against Temurian
for compensatory damages, prejudgment interest, post-judgment interest, costs, and such other
relief as the Court deems just and proper.
COUNT FIVE: VIOLATION OF CAL. CORP. CODE § 17704.10

(By Piccolo, Johnson, and Morris Against Vista Technologies)
105. Piccolo, Johnson, and Morris re-allege paragraphs 1 through 73 as if fully set forth
herein.
106. Cal. Corp. Code § 17704.10 provides, in pertinent part:
(b) Each member, manager, and transferee has the right, upon
reasonable request, for purposes reasonably related to the interest of
that person as a member, manager, or transferee, to each of the
following:
(1) To inspect and copy during normal business hours any of the
records required to be maintained pursuant to Section 17701.13.
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107. The records required to be maintained pursuant to Cal. Corp. Code § 17701.13 are
as follows:
(d) Each limited liability company shall maintain in writing or in

any other form capable of being converted into clearly legible
tangible form at the office referred to in subdivision (a) all of the
following:
(1) A current list of the full name and last known business or
residence address of each member and of each transferee set forth in
alphabetical order, together with the contribution and the share in
profits and losses of each member and transferee.
(2) If the limited liability company is a manager-managed limited
liability company, a current list of the full name and business or
residence address of each manager.
(3) A copy of the articles of organization and all amendments
thereto, together with any powers of attorney pursuant to which the
articles of organization or any amendments thereto were executed.
(4) Copies of the limited liability company’s federal, state, and local
income tax or information returns and reports, if any, for the six
most recent fiscal years.
(5) A copy of the limited liability company’s operating agreement,
if in writing, and any amendments thereto, together with any powers
of attorney pursuant to which any written operating agreement or
any amendments thereto were executed.
(6) Copies of the financial statement of the limited liability
company, if any, for the six most recent fiscal years.
(7) The books and records of the limited liability company as they
relate to the internal affairs of the limited liability company for at
least the current and past four fiscal years.
108. On July 5, 2019, Piccolo, Johnson, and Morris sent Vista Technologies a statutory
demand to inspect and copy the aforementioned records required to be maintained by Vista
Technologies pursuant to Cal. Corp. Code § 17701.13.
109. Piccolo, Johnson, and Morris, as owners/members of Vista Technologies, have a
statutory right to inspect and copy the aforementioned documents.
110. Vista Technologies failed to respond to Piccolo, Johnson, and Morris’ statutory
demand and have further refused to provide the requested access to the subject documents.
111. Cal. Corp. Code § 17704.10 states, in pertinent part: “a court of competent
47
DESOUZA LAW, P.A.
TELEPHONE (954) 603-1340
jurisdiction may enforce the duty of making and mailing or delivering the information and
financial statements required by this section and, for good cause shown, extend the time therefor.”
WHEREFORE, Piccolo, Johnson, and Morris demand judgment against Vista
Technologies for violation of Cal. Corp. Code § 17704.10, for an Order compelling Vista
Technologies to provide the requested documentation, for reasonable attorneys’ fees and costs
incurred in obtaining this relief, and such other relief as the Court deems just and proper.
Demand For Jury Trial
Counter-Defendants demand a trial by jury on all issues so triable.
Dated: September 15, 2019. DESOUZA LAW, P.A.

3111 N. University Drive
Suite 301
Coral Springs, FL 33065
Telephone: (954) 603-1340
DDesouza@desouzalaw.com
By: /s/ Daniel DeSouza, Esq.______

Daniel DeSouza, Esq.
Florida Bar No.: 19291
CERTIFICATE OF SERVICE
I hereby certify that on September 15, 2019, I electronically filed the foregoing document
with the Clerk of the Court using CM/ECF, which will electronically serve all counsel of record.
/s/ Daniel DeSouza___

Daniel DeSouza
48
DESOUZA LAW, P.A.
TELEPHONE (954) 603-1340

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Case 0:18-cv-62737-RS Document 147 Entered on FLSD Docket 09/15/2019 Page 1 of 48

IN THE UNITED STATES DISTRICT COURT

CASE NO.: 0:18-cv-62737-RS

ARMEN A. TEMURIAN, an individual; and

PHILLIP A. PICCOLO, JR., an individual;

ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIM

(“Temurian”) and Vista Technologies LLC’s (“Vista Technologies”) (collectively, the

“Plaintiffs”) Second Amended Complaint,2 respectfully plead as follows:

DESOUZA LAW, P.A.

Plaintiffs are entitled to any such relief.

through hollow promises of doubling investors’ monies in 80 days.

7. Defendants are without information or knowledge sufficient to admit or deny the

allegations of this paragraph.

8. Defendants are without information or knowledge concerning Vista’s status as a

citizen of Florida) are all members of Vista.

that Travelada’s members consisted of any person other than Johnson.

registration of Travelada International. Defendants deny all remaining allegations contained in

JURISDICTION AND VENUE

17. Admitted for jurisdictional purposes only.

18. Admitted for jurisdictional purposes only.

allegations of this paragraph.

allegations of this paragraph.

allegations of this paragraph.

allegations of this paragraph.

allegations of this paragraph.

B. Vista’s Inception and Need for Assistance

through their ‘double your money in 80 days’ scheme.

allegations of this paragraph.

allegations of this paragraph.

allegations of this paragraph.

allegations of this paragraph.

Johnson. Defendants deny the remaining allegations contained in this paragraph.

contained in this paragraph.

deny the remaining allegations contained in this paragraph.

Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

Defendants deny the remaining allegations contained in this paragraph.

E. False Customer Profiles

F. The Cryptocurrency Conversion Scheme

1. Johnson and Piccolo Act to Convert Money Provided to Pay Vista

balance to withdraw money from the Vista Alfacoins account.’

Defendants deny the remaining allegations contained in this paragraph.

identified. Defendants deny the remaining allegations contained in this paragraph.

2. Johnson Fraudulently Credits His Back Office Software Account and

G. Johnson Fraudulently Credits His Back Office Software Account and

1. Johnson Fraudulently Ships Mini Miners

2. The PJM Defendants Use the Back Office to Fraudulently Order a

H. Johnson Fraudulently Credits His Back Office Software Account and

allegations of this paragraph.

allegations of this paragraph.

allegations of this paragraph.

and March 30, 2018.

allegations of this paragraph.

far exceeds the value of any cryptocurrency retained by Johnson.

J. The Impersonation Scheme

deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.

paragraph. Defendants deny the remaining allegations contained in this paragraph.