Bayport International Holdings Inc. (BAYP)

[Sheepdog]

Any of this sound familiar?

Tulsa Small Claims Court
Empire Relations Group. Inc.
Plaintiff,
:Complaint
Bayport International Holdings, Inc.
Defendant,
Summary
1. Empire Relations Group Inc. ("Empire") made a substantial investment in the publicly
traded stock of Bayport International Holdings, Inc. ("Bayport") in March of2014.
2. Empire relied on the accuracy of Bayport's financial statements when making the
investment into Bayport.
3. Upon information and belief, the defendant willfully engaged in a scheme to fabricate
a note between itself and its CEO and then change key elements of the fabricated note
between itself and its CEO which allowed at least one New York-based fund to sell
billions of unregistered shares into the public markets causing irreparable damage to
Bayport's stock price while Empire was a shareholder.
4. Upon information and belief, the defendant willfully engaged in a scheme to issue
billions of unregistered shares at more than 1000 percent under par value and has made
zero effort to date to request the deficit of paid in capital owed to Bayport by the fund
causing irreparable harm to Empire's equity as a shareholder of Bayport.
5. Upon information and belief, the defendant represented to third parties that it was not a
shell corporation as defined by the Securities and Exchange Commission wben it was in
fact a shell for parts of2009, 2010 and 2011 furthering the scheme which caused
irreparable harm to Empire's equity as a shareholder.
Parties
6. The plaintiff Empire Relations Group is a New York corporation with a place of
business at 72 Adelhaide Lane, East Islip, NY 11730.
7. The defendant is a publicly traded Nevada corporation trading under the ticker symbol
(BA YP:Pink Sheets) that has conducted a business at 7633East 63rd Place, Suite 300,
Tulsa, OK 74113 for at least a year.
Jurisdiction and Venue
8. The court and location is proper because the plaintiff is suing for money damages at
the court's limit of$7,500 and the defendant has conducted a business at 7633 East 63rd
Place, Suite 300, Tulsa, OK 74113 for at least the last year and still continues to conduct
business from the same address.
Allegations of Fact
9. Upon information and belief, Bayport assisted its CEO in creating fabricated
paperwork to create a fabricated transaction which allowed a New York investment fund
to sell billions of unregistered shares into the public market which not only severely
depressed Bayport's stock price but also made it virtually impossible for Bayport's stock
price to appreciate.
10. Upon information and belief, Bayport's CEO assisted the company in preparing
fabricated and/or erroneous financial statements that were filed at
www.otcmarkets.com. OTC Markets is a public company that is commonly known
as the accepted information hub for many small SEC reporting companies as well as nonSEC
reporting public companies.
11. Upon information and belief, Bayport files its own financial statements with
http://www.otcmarkets.com.
12. Upon information and belief, Bayport filed its financial statements for the year ended
December 31, 2012 with an entry for accrued wages payable of $28, 131.94.
13. Upon information and belief, Bayport filed its Quarterly Financial Report for the
period ended March 31, 2013 and the accrued wages payable remained at $28, 131.94
14. Upon information and belief, Bayport filed its Quarterly Financial Report for the
period ended June 30,2013 and the accrued wages payable remained at $28,131.94.
15. Upon information and belief, Bayport filed its Quarterly Financial Report for the
· .
period ended June 30, 2013 and the accrued wages payable remained at $28,131.94.
16. Upon information and belief, Bayport filed its Quarterly Financial Report for the
period ended September 30,2013 and the accrued wages payable remained at
$28,131.94.
17. Upon information and belief, Bayport filed its Annual Report for the period ended
December 31,2013 on February 10,2014. On that financial statement accrued wages
payable were $115,000, $130,000, $145,000 and 160,000 representing accrued wages
payable for the periods ending March 31, 2013, June 30, 2013, September 30,2013 and
December 31, 2013 respectively.
18. Upon information and belief, the company never filed a corresponding expense
payable or a payroll taxes payable to offset the corresponding entries on Bayport's
balance sheet.
19. Upon information and belief, Bayport's CEO entered into a note with Bayport for
$100,000 in exchange for partial accrued salaries payable sometime in December 2013
although the note was dated December 2012.
20. Upon information and belief, Bayport's CEO entered into a transaction to assign his
$100,000 (one hundred thousand U.S. dollars) note to a third party shortly after the note
was created for $100 (one hundred U.S. dollars) while he was the CEO of Bayport and as
he remained the CEO of Bayport until the filing of this complaint.
21. Upon information and belief, the transaction between Bayport's CEO and the third
party was a sham transaction and the $100 was never paid.
22. Upon information and belief, the assignment for the note was actually facilitated on
December 30,2013 at 4:30PM although the note was dated December 16,2012 for
nefarious reasons.
23. Upon information and belief, James Louis Porter was the CEO of Bayport throughout
2012,2013 and 2014.
, ,.
24. James Louis Porter was an affiliate of Bayport throughout 2012,2013 and 2014.
25. Any investor buying stock or any security of Bayport directly from James Louis
Porter would have had to own it for a minimum of 1 year before selling any stock that
was owned by James Louis Porter.
26. Upon information and belief, the note between James Louis Porter and Bayport was
willfully and purposely backdated to make the note appear to be 1 year old (commonly
known as aged) to assist in the scheme to sell unregistered stock into the market.
27. Upon information and belief, the company was a shell sometime in 2010 and 2011.
During this period, the company filed no financial statements although it was a public
company, had virtually no cash, no operation and virtually no assets.
28. Upon information and belief, the New York-based fund was Beaufort Capital
Partners, LLC having a place of business at 660 White Plains Road, Tarrytown, NY
10591.
Defendant's Role in the Alleged Scheme
29. Defendant is a public company and understood that any stock that was sold as a result
of a direct or indirect transaction with an affiliate had to be held for 1 year before the
owner could rely on exemptions or safe harbors to the registration requirements of the
Securities Act of 1933.
30. Upon information and belief, Defendant willfully engaged in the creation of a false
date of a contract (the note and the assignment) to make it appear that the agreement was
created in December 2012.
31. Defendants actions allowed third parties to sell billions of unregistered shares of stock
into the public markets.
32. It has been commonly accepted in every economy in the world that the law of supply
and demand holds true and is not disputed. If inventories or supplies grow exponentially,
then prices would be expected to come down. In the case of Bayport's stock, the massive
influx of unregistered stock that was sold in the market as a result of the scheme
perpetrated by the defendant hurt the value of Empire's shares.
33. By the defendant directly participating in the scheme to willfully create a false date
on the note, defendant allowed a New York-based fund to sell billions of unregistered
shares into the public markets damaging the stock price of Bayport
· .
Prayer for Relief
WHEREFORE, Plaintiff Empire Relations Group Inc. prays for the following relief:
1. Damages in the amount of$7,500.
2. All court costs and fees.
3. Interest at the statutory rate.
My commission expires:~ 2/, 2IJtC;
Respectfully submitted,
'd~ L-Kenneth Madora
Chief Executive Officer
Empire Relations Group Inc.