FILED . 1 Superior Court of California C‘“"'-W Of Los Angeles _ Scott A. Shelkh, Esq. (SBN: 251505) THE SHEIKH LAW FIRM, a Professional corporation 2 JAN 0 9 2013 _ 10940 Wilshire Blvd., Suite 1600 Los Angeles, CA 90024 A 7/Q 3 (310) 606-2627 (310) 606-2647 fax gure . ' ' SW" '2' 9"" Executive Officer/CI rk By mm 5, Cm De ’ P" I 0‘ 4 Attorney for Plaintiffs, 5 SCOOBEEZ GLOBAL, INC., an Idaho 6 corporation; and SCOOBEEZ, a California corporation 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 FOR THE COUNTY OF LOS ANGELES 9 10 SU/1/7» 7 51/E0 11 corporation, formerly known as ABT SCOOBEEZ GLOBAL, INC., an Idaho Case No.: 12 HOLDINGS, INC., an Idaho corporation; and SCOOBEEZ, a California corporation, UNLIMITED JURISDICTION (Amount demanded E C 0 6 '7 6 9 0 exceeds $25,000) P1aintiff(s), 13 COMPLAINT FOR: 1) BREACH OF FIDUCIARY DUTY - 14 VS_ DUTY OF CARE; 15 2) BREACH OF FIDUCIARY DUTY- IMRAN FIROZ, an individual; and DOES 1 16 DUTY OF LOYALTY; through 50, inclusive, 3) FRAUDULENT CONCEALMENT 17 AND DECEIT; Defendant(s). 4) NEGLIGENCE; 13 5) CONVERSION; 19 6) IMPOSITION OF CONSTRUCTIVE TRUST 7) VIOLATION OF BUSINESS AND PROFESSIONS CODE § 17200 8) VIOLATION OF CALIFORNI4 CORPORATIONS CODE§ 25402; 20 21 9) WASTE OF CORPORATE ASSETS; 22 AND 10) UNJUST ENRICHMENT. 23 24 25 ML 26 W 27 "~"3' I COMPLAINT 1 Plaintiffs Scoobeez (“Scoobeez”), a California corporation, and Scoobeez Global, Inc., 2 an Idaho corporation (“Scoobeez Global,” and together with Scoobeez, “Plaintiffs”) by and 3 through their attorneys, alleges and complains as follows: 4 PARTIES 5 6 7 with its principal place of business at 396 S. Pasadena Ave., Pasadena, CA 91105 and at all 8 relevant times licensed to do business in California. Prior to March 29, 2017, Scoobeez Global 9 was known as ABT Holdings, Inc. (“ABT”) 10 2. Plaintiff Scoobeez is, and was at all times herein alleged, a California corporation 11 with its principal place of business at 396 S. Pasadena Ave., Pasadena, CA 91105 and at all 12 relevant times licensed to do business in California. 13 3. Plaintiffs are informed and believe, and thereon allege, that defendant Imran Firoz 14 (“Firoz”), is, and at all times herein mentioned was, an individual residing in the County of 15 Orange, State of California. 16 4. The true names and capacities, whether individual, corporate, associate, or otherwise, 17 of Defendants Does 1 through 50 are unknown to Plaintiff, who therefore sues the Doe 18 defendants by fictitious names. Plaintiffs will amend this Complaint to show the true names and 19 capacities of the Doe defendants when they have been ascertained. 20 5. Plaintiffs are informed and believe, and thereon allege, that, at all times herein 21 mentioned, each defendant named in each cause of action of this Complaint was the agent, 22 servant, employee, representative, partner, joint venturer and/or alter ego of each of his/her/its 23 co-defendants and was acting within his/her/its scope and capacity as such, except where alleged 24 or contended otherwise. 25 26 27 ‘~"1i' 1. Plaintiff Scoobeez Global is, and was at all times herein alleged, an Idaho corporation 6. Plaintiffs are informed and believe, and thereon allege, that, that each defendant named in each cause of action of this Complaint is responsible for the damages alleged therein. 2 COMPLAINT . — , 1 . . 7. Whenever in this Complaint reference is made to any act of Defendants, such 2 allegations shall be deemed to mean all named defendants and Does 1 through 50, or their 3 ofcers, agents, managers, representatives, employees, heirs, assignees, customers and tenants, 4 did or authorized such acts while actively engages in the operation, management, direction or 5 contract of the affairs of Defendants and while acting within the course and scope of their duties. 6 8. Plaintiffs are informed and believe, and thereon allege, that, before the 7 commencement of this action, Culver sold, assigned, and set over to Ascentium all of its right, 8 benets, title, and interest in and to the transactions that are the subject of this Complaint. 9 10 11 JURISDICTION AND VENUE 9. This Court is the proper court and this action is properly led in this county and in 12 this judicial district because Defendants conduct business in the City of Pasadena, County of Los 13 Angeles, State of California and because Defendant’s obligations and liabilities arise therein. 14 15 16 17 18 demand delivery services to its clients’ customers in Various markets across the country. 11. Plaintiffs are informed and believe, and thereon allege, that: i) from December 2011 to March 2017, Firoz was the Chief Financial Ofcer of ABT; and ii) from December 2011 to 20 May 2015, Firoz was also the Chief Executive Ofcer of ABT. 12. Plaintiffs are informed and believe, and thereon allege, that during his time with 22 Scoobeez Global and Scoobeez, Firoz failed to perform and faithfully execute his duties as a 23 shareholder, director, and CFO of the Company by, amongst other things: 24 a. Failing to properly monitor cash balances of the Plaintiffs; 25 b. Failing to implement risk management procedures and cash controls within ( 26 G12‘ 10. Scoobeez Global is the majority shareholder of Scoobeez. Scoobeez provides on- 19 21 '1???‘ FACTUAL ALLEGATIONS 27 accounting and billing departments; 3 COMPLAINT « l 0 1 c. Failing to properly manage Plaintiffs’ nancial information and accounting in 2 accordance with applicable standards, such as Generally Accepted Accounting 3 Principles; 4 d. Failing to properly report nancial information to the Board of Directors; 5 e. Falsely reporting information to the Board of Directors to benet himself and 6 7 others outside of the Plaintiffs. f. Misappropriating condential information and disclosing insider information to 8 non-corporate ofcers and to parties that are in direct business conict with the 9 Plaintiffs; 10 g. Representing or consulting with other Publicly Traded companies without 11 providing the Company with the necessary and proper notice and disclosures; 12 h. Failing to properly and timely review, prepare, and approve public accounting 13 14 statements; i. 15 16 Removing restrictive legends from his own stock certicates and those of others without obtaining proper authorization; j. Issuing Preferred Shares in Scoobeez Global to related party for his own benet 17 without proper authorization from the Board of Directors using falsied 18 resolutions; .and 19 20 21 k. Failing to maintain proper documentation of nancial transactions, such as loans to and from the Plaintiffs. 13. Plaintiffs are further informed and believe, and thereon allege, that Firoz used the 22 above along with false accusations of embezzlement in order to improperly leverage a takeover 23 of the Plaintiffs. 24 25 26 27 '-;€:_} 0 14. As result of his conduct, Firoz was terminated from all positions with Scoobeez Global and Scoobeez on March 14, 2017. 15. At or around the time of his termination, Firoz deleted documentation and emails from the Scoobeez Global servers to conceal the above conduct. 4 COMPLAINT . P , Q 1 . 16. Plaintiffs are informed and believe, and thereon allege that, subsequent to his 2 termination, Firoz sold and assisted others in selling stock he had wrongfully removed stock 3 legends in an attempt to manipulate Scoobeez Global’s stock price. 4 17. As a direct and proximate result of the unlawful acts of Defendants, Plaintiffs have 5 suffered and continue to suffer from damages in amounts as yet unascertained, but subject to 6 proof at trial. 7 8 FIRST CAUSE OF ACTION 9 Breach ofFiduciary Duty - Duty ofCare 10 18. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 11 as though set forth fully herein except to the extent it conicts. This cause of action is brought 12 against Defendant and Does 1 through 50, jointly and individually. 13 14 19. Based his relationship with the Plaintiffs, Firoz owed, fiduciary duties to Plaintiffs, including duty to use reasonable care. 15 16 20. Firoz breached this to duty Plaintiffs to use reasonable care taking the actions described above in Paragraphs 12, 13, 14, and 16. 17 21. As a direct and proximate result of Firoz’ s breach of his duty to use reasonable care, 18 Plaintiffs have suffered damages in excess of $5,000,000, the exact amount to be proven at the 19 time of trial. 20 =;eg} ;§;.;{,‘ 22. The aforementioned acts were willful, wanton, malicious, and/or oppressive, and 21 were undertaken with the specic intent of advancing Defendants’ own nancial interests at the 22 expense of, and with total disregard for, the rights and interests of Plaintiffs. Plaintiffs are 23 therefore entitled to exemplary and punitive damages according to proof. 24 //// 25 /// 26 // 27 ’ 5 COMPLAINT . ‘ . Q ~ O 1 SECOND CAUSE OF ACTION 2 Breach ofFiduciary Duty - Duty ofLoyalty 3 23. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 4 as though set forth fully herein except to the extent it conicts. This cause of action is brought 5 against Defendant and Does 1 through 50 jointly and individually. 6 7 8 9 10 24. . Based on his relationships with the Plaintiffs, Firoz owed duciary duties to Plaintiffs, including the duty of loyalty. 25. Firoz breached his duciary duties to Plaintiffs to use reasonable care taking the actions described above in Paragraphs 12, 13, 14, and 16. 26. As a direct and proximate result of Firoz’ s breach of his duciary duty of undivided 11 loyalty to Plaintiffs, the Plaintiffs have suffered damages in excess of $5,000,000, the exact 12 amount to be proven at the time of trial. 13 27. The aforementioned acts were willful, wanton, malicious, and/or oppressive, and 14 were undertaken with the specic intent of advancing Defendants’ own nancial interests at the 15 expense of, and with total disregard for, the rights and interests of Plaintiffs. Plaintiffs are 16 therefore entitled to exemplary and punitive damages according to proof. 17 18 THIRD CAUSE OF ACTION 19 Fraudulent Concealment and Deceit 20 28. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 21 as though set forth fully herein except to the extent it conicts. This cause of action is brought 22 against Defendant and Does 1 through 50 jointly and individually. 23 29. Plaintiffs are informed and believe, and thereon allege, that the actions or failures 24 described in Paragraphs 12, 13, 14, and 16 arose out of a scheme of concealment in order to 25 devalue the company and leverage a takeover. 26 27 asgg 6 ;§:§.§}; COMPLAINT i O > « 1 O 30. Plaintiffs were not aware of Firoz’s conduct because he was an ofcer and duciary 2 of Scoobeez Global and Scoobeez in charge of managing the nancials and nancial information 3 of the Plaintiffs. 4 5 6 31. As a result of Firoz’s conduct, the Plaintiffs have suffered damages in excess of $5,000,000, the exact amount to be proven at the time of trial. 32. The aforementioned acts were willful, wanton, malicious, and/or oppressive, and 7 were undertaken with the specic intent of advancing Defendants’ own nancial interests at the 8 expense of, and with total disregard for, the rights and interests of Plaintiffs. Plaintiffs are 9 therefore entitled to exemplary and punitive damages according to proof. 10 11 FOURTH CAUSE OF ACTION 12 Nelience 13 33. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 14 as though set forth fully herein except to the extent it conicts. This cause of action is brought 15 against Defendant and Does 1 through 50 jointly and individually. 16 17 18 A 19 20 21 34. By virtue of his position with the Plaintiffs, Firoz owed a duty to faithfully and competently execute his duties. 35. Firoz breached that duty as described described in Paragraphs 12, 13, 14, and 16 and this was the proximate cause of substantial nancial harm to the Plaintiffs. 36. As a result of Firoz’s conduct, the Plaintiffs have suffered damages in excess of $5,000,000, the exact amount to be proven at the time of trial. 22 23 FIFTH CAUSE OF ACTION 24 Conversion 25 37. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 26 as though set forth fully herein except to the extent it conicts. This cause of action is brought 27 against Defendant and Does 1 through 50 jointly and individually. 7 ;§;?.E§ COMPLAINT . P 38. Defendant Firoz has converted property in the form of Scoobeez Global Preferred 1 2 Stock improperly given to a related party for his own use, benet, and nancial gain. 39. Defendant Firoz has improperly exercised indirect and direct dominion over that 3 4 property. 40. As a direct and proximate result of that conduct, Firoz has improperly received, 5 6 retained, and disposed of that property that rightfully belongs to Scoobeez Global. 41. Plaintiff Scoobeez Global has incurred damages, in an amount of money that 7 8 . Q , continues to accrue, and that exceeds $5,000,000, subject to proof at trial. 42. Plaintiffs are informed and believe, and on that basis allege, that Defendant’s conduct 9 10 was intentional, despicable, malicious, oppressive and fraudulent, and was committed with 11 conscious disregard of the rights of Scoobeez Global. Said plaintiff is, therefore, entitled to an 12 award of exemplary damages against Defendant. 13 14 SIXTH CAUSE OF ACTION 15 Imposition ofConstructive Trust 43. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 16 17 as though set forth llly herein except to the extent it conicts. This causelof action is brought 18 against Defendant and Does 1 through 50 jointly and individually. 44. By reason of the fraudulent and otherwise wrongful manner in which the Firoz, 19 20 obtained his alleged right, claim or interest in and to the funds of the Plaintiffs and the Preferred 21 Shares in Scoobeez Global which he wrongfully issued to a related party, Firoz has no legal or 22 equitable right, claim or interest therein, but, instead, Firoz is an involuntary trustee holding said 23 property and profits therefrom in constructive trust for Plaintiffs with the duty to convey the 24 same to Plaintiff forthwith. 25 /// 26 // "55’ 8 ;§;}5 COMPLAINT O . ' . 1 SEVENTH CAUSE OF ACTION 2 Violation ofBusiness and Professions Code § 1 7200 et seq. 3 45. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 4 as though set forth fully herein except to the extent it conicts. This cause of action is brought 5 against Defendant and Does 1 through 50 jointly and individually. 6 46. Defendant’s aforementioned conduct constitutes unlawful, unfair, and fraudulent 7 business practices which are prohibited under Business and Professions Code § 1 7200 et seq. 8 47. As a direct and proximate result of Defendants’ unlawful business acts or practices, 9 Plaintiffs seek all relief as provided for under Business & Professions Code Section 1 7203. 10 g 11 EIGHTH CAUSE OF ACTION 12 Violation of California Corporations Code §25402 13 48. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 14 as though set forth fully herein except to the extent it conicts. This cause of action is brought 15 against Defendant and Does 1 through 50 jointly and individually. 16 49. At the time that the Firoz sold his Scoobeez Global stock as stated herein, by reason 17 of his high executive and/or directorship positions with Scoobeez Global, Firoz had access to 18 highly material information regarding the Company. 19 50. At the time of such sales, that information was not generally available to the public or 20 the securities markets. Had such information been generally available, it could have signicantly 21 affected the market price of Scoobeez Global shares at that time. 22 51. Firoz had actual knowledge of material, adverse, non-public information and thus 23 sold their Scoobeez Global stock in California in violation of California Corporations Code 24 §25402. 25 '?.—f?i'4 O 52. Pursuant to California Corporations Code §25502.5, Firoz is liable to Scoobeez 26 Global for damages in an amount up to three times the difference between the price at which 27 Scoobeez Global common stock was sold by him and the market value which Scoobeez Global 9 COMPLAINT 1 stock would have had at the time of the sale if the information known to the Firoz had been 2 publicly disseminated prior to that time and a reasonable time had elapsed for the market to 3 absorb the information. 4 5 NINTH CAUSE OF ACTION 6 Waste of Corporate Assets 7 53. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 8 as though set forth illy herein except to the extent it conicts. This cause of action is brought 9 against Defendant and Does 1 through 50 jointly and individually. 10 11 54. The misconduct described in Paragraphs 12, 13, 14, and 16 resulted in the waste of corporate assets for which Firoz is liable to the Plaintiffs in an amount not less than $5,000,000. 12 13 TENTH CAUSE OF ACTION 14 Unjust Enrichment 15 55. Plaintiffs incorporate by reference each and every previous and subsequent paragraph 16 as though set forth fully herein except to the extent it conicts. This cause of action is brought 17 against Defendant and Does 1 through 50 jointly and individually. 18 19 20 21 56. By his wrongful acts and omissions, Firoz was unjustly enriched to the expense and detriment of Plaintiffs. 57. Plaintiffs seek restitution from Firoz and seeks an order of this Court disgorging all profits, benets, and other compensation obtained by Firoz from his wrongful conduct. 22 23 24 25 26 27 ‘;f_{§' [THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK] 10 COMPLAINT l PRAYER FOR RELIEF 2 WHEREFORE, Plaintiffs prays judgment against Defendants, and each of them, as 3 4 follows: On the FIRST CAUSE OF ACTION: p 5 6 1. For damages in excess of $5,000,000 according to proof, and interest thereon at the maximum legal rate; 7 2. For punitive and exemplary damages; 8 3. For an accounting; and 9 4. For attorneys’ fees and costs pursuant to statute. 10 On the SECOND CAUSE OF ACTION: 11 12 5. For damages in excess of $5,000,000 according to proof, and interest thereon a the maximum legal rate; 13 6. For punitive and exemplary damages; 14 7. For an accounting; and 15 8. For attomeys' fees and costs pursuant to statute. 16 On the THIRD CAUSE OF ACTION: 17 18 9. For damages according to proof, and interest thereon at the maximum legal rate; and 19 20 10. For punitive and exemplary damages; On the FOURTH CAUSE OF ACTION: 21 22 23 24 25 26 27 11. For damages according to proof, and interest thereon at the maximum legal rate; and 12. For punitive and exemplary damages; On the FIFTH CAUSE OF ACTION: 13. For damages in excess of $5,000,000 according to proof, and interest thereon at the maximum legal rate; 14. For punitive and exemplary damages; ‘kg? 11 .2315 COMPLAINT . - .. g 1 . 15. For disgorgement of all amounts and property unjustly obtained, including but 2 not limited to all salary or other compensation paid to Firoz during the period in which he 3 breached duties of loyalty to Plaintiffs; 4 On the SIXTH CAUSE OF ACTION: 5 6 16. For a declaration that Firoz hold the amounts and property unjustly obtained as constructive trustees for the benefit of the Plaintiffs; 7 On the SEVENTH CAUSE OF ACTION: 8 9 17. Full restitution and disgorgement of amounts and property unjustly obtained; and 10 11 18. An injunction preventing Firoz from engaging in such unlawful business practices or committing any acts of unfair competition in the future; 12 On the EIGHTH CAUSE OF ACTION: 13 14 19. Determining and awarding Plaintiffs treble damages pursuant to California Corporations Code §25502.5(a) for violations of California Corporations Code §25402; 15 On the NINTH CAUSE OF ACTION: 16 17 20. For damages according to proof, and interest thereon at the maximum legal rate; 18 21. For an accounting; and 19 22. For attomeys' fees and costs pursuant to statute. 20 21 On the TENTH CAUSE OF ACTION: 23. For disgorgement and restitution prots, benets, and other compensation 22 obtained from wrongful conduct, and other damages according to proof, and interest thereon at 23 the maximum legal rate; 24 On ALL CAUSES OF ACTION: 25 24. For costs of suit incurred herein; and 26 25. For such other and further relief as the Court deems just and proper. 12 .; .;g COMPLAFNT 1. 1 Q . Dated: January 8, 2018 2 3 THE SHEIKH LAW FIRM, 4 a Professional corporation 5 : 6 By: 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I 26 27 ‘YES: .: =‘: 13 COMPLAINT C ‘ Scott A. Sheikh, Esq. Attorney for Plaintiffs ’ ‘