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Re: gaboracs post# 1010

Sunday, 11/27/2005 8:25:03 PM

Sunday, November 27, 2005 8:25:03 PM

Post# of 3317
Ochoa was introduced as legal counsel for Talieh
Safadi and Blue Horizon Pictures International Inc.
to me around March of 2003.

http://biz.yahoo.com/ic/15/15016.html

http://www.bluehorizoninternational.com/layouts/updates.html

http://www.google.com/search?q=Talieh+Safadi&hl=en&lr=&ie=UTF-8&start=10&sa=N

Around April of 2003 Talieh Safadi retained ACS at
the rate of $3,600 per hour under a binding financial
services consulting agreement and he accepted a term
sheet from the same firm to find funding in the amount
of $30 million for a film fund to be managed by Blue
Horizons International, (BHI) Both the consulting
agreement and term sheet were reviewed and are in the
possession of Ochoa. Due to the seizure of my car in
August of 2004 I am no longer in possession of these
documents or any related docuemts.

Safadi paid to Penny King Holdings Corporation, (PKH)
the parent company of ACS the sum of $3,600 as a
retainer with the balance of $250,000 due upon the
successful funding of BHI.

Safadi also signed a non disclosure, confidentiality
and non circumvention agreement as part of the term
sheet conditions. There were about 48 lines of
conditions on the term sheet which called for various
documents to be created, executed and recorded as part
of the deal.

Part of the deal was clearly that BHI would become an
affiliate of ACSC or PKH or any other entity owned or
controlled by ACS or PKH with a greater than 10%
equity interest. That included TLYN which by May
15th, 2003 was 98% owned and controlled by PKH under
separate contractual agreement.

Under that contract with the former directors and
officers of TLYN, PKH was to pay into the treasury of
TLYN the sum of $10.00, swap PKPI Corp (another
subsidiary of PKH) preferred for the TLYN preferred
that gave it voting control, and assume all the
liabilities of TLYN.

Beth Ochoa then around August of 2003, in the presence
of her client and in her clients apartment in
Brentwood, agreed to become the CFO for TLYN, to
assist in all SEC related filings, to defend me
personally in an action brought by the SEC in another
matter, to file proper legal documents for the Free
and Clear Foundations of America Inc to take over
another non profit organization with 501C 3 status, to
take on the fiduciary responsibility of acting as CFO
for TLYN, to ensure that the contract entered into
between PKH and the former directors of TLYN was
properly executed and completed, and to take care of
the corporate records and minutes of the Foundations
and PKH which were given and entrusted to her care.

At the time she made these agreements she did not act
in good faith for she had also agreed to sign a waiver
of conflict of interest document which she agreed to
prepare and which was to be signed by and between BHI,
PKH and its affiliates and herself. Not only did she
not file the paperwork necessary with the Secretary of
State of California for the Foundations, she refused
to return the corporate records of PKH and FCFA. One
of the conditions of the term sheet was that Safadi or
his designated nominee would serve on the Board of the
Free and Clear Foundations of California which was to
be an affiliated organization with FCFA.

The entire term sheet, business structures, and
business plans were given to Ochoa, Safadi and Mataras
jointly and severally under confidentiality,
non-circumvention and non disclosure agreements and in
a 135 page prospectus which Ochoa had also agreed to
review and make ready for filing with the SEC.

Instead, she conspired with her client Safadi to go
behind and around PKH, FCFA, PKPI, ACS and myself
personally, to defraud PKH of $75,000,000 worth of
stock.

At the time of the fraudelent conveyance, PKH legally,
and according to her representations at the time of
the meeting at her clients apartment, rightfully
controlled 100,000 shares of Series C Preferrred
Convertible stock worth $75 million based on the
closing price of the stock. All that was left to do
was appoint her formally to the board, finalize the
execution of the consulting agreement between her and
TLYN, and for her to complete the filings for the
California FCF non profit. Instead she delayed the
filings, lied and misled me on numerous occaisions
about the status of the filings, and once the entire
thing blew up refused to return any of the corporate
records given to her trust and care as part of the
oral and written agreements established at the time.

PKH also paid her $1,000 in cash as part of a
repurchase agreement for the PKPI stock which she was
issued over 1 million shares of and which she agreed
were validly issued shares of PKPI at the time she
signed a receipt for them. the buyback was executed
as part of the consulting agreement and to show good
faith on the part of ACS, PKH and myself as a
businessman. She cashed the check but never performed
any of the actions which she had agreed to perform for
PKH, ACS, FCFA or myself personally but instead
continued to work for Safadi while representing that
she was working for both of us despite the conflict of
interest.

She then later slandered myself, all my enterprises
and libeled me and my businesses by telling her
client, Paul Mataras, and an LAPD detective that I was
a con man, that I had 21 counts of fraud against me by
the SEC, that the PKPI stock was worthless, that the
contract between PKH and TLYN was not valid, none of
which was true at the time she made those statements.
She then contributed to the tortuous interference of a
contract between PKH and the former directors of TLYN
by assisting both Safadi and Mataras in filing with
the SEC a document showing that they were the real
buyers of the Series C Preferred stock by virtue of
paying $10.00 and assumption of debts and being
personally liable therefor.

She was hired by me to open the bank account as CFO
and instead she opened the account with Safadi and
Mataras and as Secretary. She was part and parcel to
the conspiracy to defraud PKH, ACS, myself and FCFA
of $75 million worth of preferred Series C Tlyn stock
which gave our organizations voting control and
managerial control over a publicly traded company.

Later it was her intention to testify against me
further during the criminal trial after I had
thtreatened her client and she provided libelous
information to the District Attorney, to the LAPD, to
the Judge and to my public defender concerning my
mental state, my drug history, my business history,
and my character. In other words she made me look as
bad as possible in order to attempt to have me put
away for three years on five counts of criminal and
terrorist threats.

During my incarceration as you know I suffered both
physically and emotionally and psychically. If I had
not pleaded no contest to one count of criminal threat
I would still be waiting for a jury trial and may not
have survived LA County jails system.

Going back to between May 15th, 2003 when the contract
between TLYN and PKH was executed, the former Board
resigned on May 16th, 2004 and copies of all those
papers were given to Ochoa and her client and Mataras
showing their legal validity. I broght in new board
members and needed an officer to open the account to
put the $10.00. Ochoa agreed to do that but did it for
Safadi and Mataras, not for PKH or FCFA.

The only thing left to do was open a bank account. I
was not an officer of TLYN but by virtue of the fact
that FCFA owned 100% of PKH and PKH had the contract,
and I was the head of FCFA I indirectly controlled
those 100,000 shares of Series C Preferred which were
convertible into 8 billion shares of common voting
stock. I had personally allocated about 10,000 of
those shares to Safadi, Mataras and others who came
aboard TLYN to help build the company, but retained
90% of the series C.

Also between May 15th, 2003 and February 2004, I was
directly involved in the negotiations between TLYN and
Hewlett Packard for a $130,000 cash contract for the
purchase of the source code for the software which was
owned by TLYN. This contract was interfered with by
Ochoa and by the time that Mataras announced that he
was the new President in March of 2004, HP was asking
me to prove that I was the rightful owner of TLYN and
provided them with the docuemtation, but instead Ochoa
had gone back to two of the Directors of TLYN who had
already resigned and had them sign a new contract
showing that Mataras and Safadi were the rightful
owners of TLYN Series C Preferred stock. this was a
deliberate misrepresentation, direct fraud, and breach
of contract. The third director who signed the
contract between PKH and TLYN did not sign the one
with Mataras and Safadi. In any event, all three
directors had already resigned and had no further
authority to act on behalf of TLYN or to rescind any
contracts made prior. All this documentation is in the
possession of Ochoa who refused to return it when
requested on over a dozen occaisions.

Later, she further interferred by announcing a 10 for
1 reverse split of TLYN stock knowing full well that
prior to their fraudelent conveyance of conrol of the
company that it was FCFA and PKH's intention to give a
stock dividend of PKPI stock which had been
transferred onto the books of TLYN in the amount of
$170 million and that when this occured, investors
would be more interested in owning the stock because
of the stock dividend. This plan also included making
PKPI publicly traded stock by virtue of the
registration statement which she had agreed to
prepare.

She misrepresented herself as an attorney by saying
that she had experience in securities matters which
later I found out she had none whatsoever.

Finally, the embezzlement of documents and funds
involves the use of knowledge which she would not have
had or obtained if had not been for FCFA and the prior
relationship devloped by and between the former
management of TLYN and PKH of which I was the
principal. After the fraudelent conveyance and
convincing HP of their misrepresentation, despite my
pleas to HP legal counsel not to enter into any
further discussions with Mataras (at that time I was
not even aware that Safadi and Ochoa were conspiring
with Mataras) Ochoa took a portion of the sums paid
by HP for the software license by creating various
consulting contracts and employement agreements and
other fraudlelent documents.

As the purported secretary she has not filed with the
SEC any updated reports as required under the SEC laws
and regulations. Further as CFO she assumed the post
under fraudelent circumstances and deprived me of
livlihood among other damages caused by her actions.

Now that is just for starters on the charges. We
could add corporate espionage which is a criminal
offense, and perhaps a few others. I don't want to
get into the details on Mataras and Safadi just yet
for two reasons, just reviewing and recalling all this
data is very taxing and difficult on me emotionally
and mentally. Second, the information must be
gradually drawn out in court under the discovery
process because I cannot remember exact dates and
times and actions.

All I know is that one othr condition of the term
sheet was that if Safadi and BHI breached the terms of
the proposed funding, they would automatically owe ACS
$250,000 and if Ochoa has any kind of errors and
ommissions coverage, then that plus damages should be
appropriated through the court process. I want to sue
these people jointly and severally but starting with
Ochoa individually and I am in hopes that in the
process the criminal record will be cleared and
justice will be served.

Ochoa acted both as an attorney and as an individual
in this matter, there is no queston about that and she
misrepresented her knowledge by her actions.

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