PETITION - Part 1.................."I think someone handtyped and did not scan this, hence the errors"
COMES NOW the Plaintiff, Bmcarp International Group, Inc. ("Bancorp"), a Nevada curporntion, and for its claims agaiiist tile named Defendants (together, the "Defend~~~ts"), allegcs and stales as follows:
I. Rancorp's claims for relief arc based on Defendants' violations of the Oklahoma Unilom Securities Act of 2004 (the "Oklaho~naSecurities Act"). Bancorp also osscrts clai~ns
for relief under the Securities Acl of 1933. as amended (the 1933 Acl) and rules and regulations promulgated thereunder, and other statutory and commonlaw, as hereinaftermore Tully appear.
1 The jurisdiction of this Court is invoked pursuant to the provisions of Section 1-610 of the Oklahoma Securities Act, bedouse the Defendants directed offers to sell securities to a place within the State of Oklahoma, which offers were received and accepted within the State of Oklahoma. The claims for relief arise under Section 12(2) of the 1933 Act (1 5 U.S.C.(j771); under Sections 1-131, 1401, 1-402, and 1-50] ofLlle Oklahoina Securities Act, and the rules and regulations promulgated thereunder; and othw statutory and comnlon law.
2 In connection with the acts, conduct and other wrongs complr~inedof herein, the 'Defendants,directly and indirectly used means and instrumentslliliesof interstate commerce and the rnnils.
3 M~nyof the acts complained of herein accund within Oklahoma County. Oklahoma. Such acts include the delivery of stock certificates to a location within Oklahoma County,and the direction of the offer to sell the subject securities to a place within Oklahoma Courrty.
PARTIES
1 Bancorp International Group, Inc. is a Nevada corporation licensed lo do business in the State of Oklnh~ma.Bancorpis a publicly traded corporation.
2 Each of the Defendants are individuals or entities that held brokeruge accounts at various brokerage firms, some with offices in, among other loccitions, Oklahorr~a City, Oklahoma. Each of such Defendants engaged in the business transactions our of which Plaintiffs clainis arose, directly and indirectly, in Oklahoma County, Oklahomn.
FACTUAL ALLEGATIONS
1 A third-party, Mario Pino ("Pino") obtained a valid stock certificate of Bancorp, took it to a professional reproduction facility, and prepared numerous blank "stock certificates" of Bancorp (the "False Certificates") in the likeness of the valid stock certificate. Pino then, individually and in conspiracy with others, embarked upon a scheme to distribute the False Certificates by falsely endorsing upon each certificate: (i) a false certificate number; (ii) the name of a fnlse "rcgistcred holder" of the False Certificate; (jii) 8 false number of shares represented by the False Certificate; (iv) a false CUSlP number; (v) the name of a contrived transfer agent; and (vi) the signature of the President and Secretary of Bancorp.
2 Bancarp obtained a judgment against Pino on February 24, 2006,in it lawsuit styled Bnncorp lrrternarional Group, fnc. and Capilal Growlh Financiul, L.L.C. und J.H. Durbie & Co.,Inc. v. Maria Pino, et al., Case No. CJ-2005-7459,District Court of'Oklahoma County, S(ate of Oklahoma.
3 Each of the named Defendants ~cquircdone ar more of the False Certificates from Pino as innocent or active participants in a scheme to deceive and defraud Bancorp by the issuance and distribution of the False Certificates.
4 Each of the named Defendants, afier acquiring one or more of the False Certificatesfrom Pino, placed their False Certificates in the United States Mailand caused same to be delivered lotheir brokerage agent for the purpose of deposit into their respeclive brokerage accounts.
5 Upon information and belief, aner depositing each of their respective False Certificates irllo their accounls at their respectivebrokerage firms, each of the named Defendants specifi~altyinsmcted their agenl to cause the common stock represented by the False Certificates to be sold in the public market.
12. Upon infonnation and belief. Defendants knew at the time they made the false npmsenlations md concerld the material facts as slleged above, that such repraentations were ontrue and that tllcy were concealing material facts from Bmcor~.
1 Defendants acted with the intention to deceive and mislead Bancorp and its agents, and to fraudulently induce members of the invesling public to invest in Bancorp.
2 Such aciiorls of the named Defendantsconstitute a fiaud upon the merket. In fact, it was the plan, intention and design of Pino end Defendants to together hold a conlrolling interest in the publicly trnded shares of Bancorp, conceal From he public material information
concerning the False Certificates, and then manipulate the public market for those publicly traded shares of Bancorp in such a manner as to drive the price of such shares UP,all for their own personal benefit and financial gain and without regard Lo the rights or interests of Bclncorp and Iawful holders of the validly issued shares of common stock olB~ncor-p.
COUNT ONE (Dcclaratory Judgment) IS. Bancorp realleges all of Lhe allegrltions contained in paragraphs I lhrough 14 abovc.
16. There is an actual and present controversy between Bwcorp and Defendaoh in that:
a. Bancorp contends that by reason of the facts alleged above, the False
~ertificateawere and are void and of no legal force or effect as between Bancoy and Defendanu, and that the purporled sale of lhe Fake Certificatesunder the purported au~l~~~ily
of the above-menlioned :dhctsand documents is likewise void and of no legal force or effect.
h. Defend~ntsconlend that the False Ceriificatcs are valid and efiective \hat the rlelivery, transfer ssle of the False Certificates was velid ty and eficctively made.
17. Bancorp requests that this Court enter a declaratoryjudgment as to the rights and
duties of Bancorp and the Defendants with respect to the False Certificntes, and that such judgmentbe in accordance with the contentions of Bancorp as set forth hereinabove. WHEREFORE,Btinoorp prays that tho Court determine the facts and enter a judgment
finding that: (i) the False Certificates were and are void and of no legal force and effect as between Bancotp and Defendants; (ii)that the purported sale of the False Certificates under the purported buthority of the aboveraenlianed facts and documents is likewise void and of no legal force or effect; and (iii) that Bancorp be awarded its actual damages, plus costs of this action, reasonable attorney's fees,and for such other relief ns may bejust and proper.
COUNT TWO
(Common LawFraud And Conversion)
18. Bancorp adopts and realleges all of the allegations cont~inedin paragraphs I
through 17 above.
19. Defendrmts, and each of them, knew the above alleged representations and omissions were material, false, hudulent, misleading and deceptive. Bancorp had no
knowledge of the false, fraudufent, misleading and deceptive nature of the statements and
omissions aa set forth herein thal were employed by said persons and entities. By reason thereof, Defendants, and each of them, wrongfully caused Bancorp to suffer substantial damages.
20. As a direct and/or proximate result of said actions by Defendants, and each of [hem, ruld of the reliwice of Bancorp on the representations and lack of knowledge of the omissions of said pcrsons and entities, Bancorp has been damaged in an amount in excess of
$10,000.00.
WHEREFORE,Bnncorp prays for judgment against .Defendants, and each of them, jointly and severally, in an amountin excess of $10,000.00, plus costs of this action, reasonable attorney's fees, and forsuch other relief as maybejust and proper.
COUNTTHREE
Oklaboma Securities Act fig 1-301
(Okl~homa Securities FallureTo Regbter Clolm)
1 Bancorp adopts and realleges all of the allegations contained in paragraphs 1 through 20above.
2 The False Certificates were neither registered under applicable federal or Oklahoma securities Iaws nor exempt from registration.
WIEREFORE, Bancorp prays for judgment against the Defendants, and each of them,
jointly and severally. in an %mountin excess of S10,000.00, plus attorney's fees and casts, and
for such other relief as may be just and proper. COUNTFOUN
Oklabome Secnrities Act Blj 1-50] (Oklehomo Securities ~raudClaim)
23. Bancorp adopts nnd realleges all of the allegations conl~inedi~rparagrnphs 1
through 22 uhove.
24. The misrepresentationsand omissions alleged hereinabove, in connection with (he offer and snle of the False Certificates by Defendants, and each of them, constitute the use and employment of devices, schemes, and artifices to defraud, and the making of untrue statements ofmsterial facts and omissions to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, and by said acts,-practicesand courses of business nnd representations,said persons and entities did operate a
fraud and deceit upon Bancorp. |
