TO THE HONORABLE JUDGE OF SAID COURT:
NOW COMES Oak River Technology, LLC, hereinafter called Plaintiff, complaining of and about Edward Vakser and 3D Entertainment Holdings, Inc., hereinafter called Defendants
, and for cause of action shows unto the Court the following:
DISCOVERY CONTROL PLAN LEVEL
1. Plaintiff intends that discovery be conducted under Discovery Level 2.
PARTIES AND SERVICE
2. Plaintiff, Oak River Technology, LLC, is a Limited Liability Company based in Texas, is organized under the laws of the State of Nevada whose address is 1 FM 3351 South Suite 135, Boerne, Texas 78006.
3. Defendant Edward Vakser, an Individual who is a resident of Texas, may be served with process at the following address: 1322 Roundtable Drive, Dallas, Texas 75007. Service of said Defendant as described above can be effected by personal delivery.
4. Defendant 3D Entertainment Holdings, Inc., a Corporation based in Texas, is organized under the laws of the State of Wyoming, and service of process on the Defendant may be effected pursuant to sections 5.201 and 5.255 of the Texas Business Organizations Code, by 16-127CCL
Filed: 3/17/2016 10:29:03 AM
Susan Jackson- District Clerk
Kendall County, Texas
COUNTY AT LAW serving the President of the corporation, Edward Vakser, at 1322 Roundtable Drive, Dallas, Texas 75007. Service of said Defendant as described above can be effected by personal delivery. JURISDICTION AND VENUE
5. The subject matter in controversy is within the jurisdictional limits of this court.
6. Plaintiff seeks monetary relief of $100,000 or less and non-monetary relief.
7. This court has jurisdiction over the parties because Defendants are either Texas residents or because Defendants purposefully availed itself of the privilege of conducting activities in the state of Texas and established minimum contacts sufficient to confer jurisdiction over said Defendants, and the assumption of jurisdiction over Defendants will not offend traditional notions of fair play and substantial justice and is consistent with the constitutional requirements of due process.
8. Venue in Kendall County is proper in this cause because this lawsuit involves a written contract that expressly allows said county for jurisdiction over any legal action related to the agreement. FACTS
9. On or about December 3, 2014, Defendant Edward Vakser, individually and on behalf of 3D Entertainment Holdings Inc., entered into a purchase agreement with Plaintiff Oak River Technology, LLC, (hereafter, “the Purchase Agreement”) whereby Defendants were to provide certain financial information to Plaintiff, including, but not limited to, balance sheets, profit and loss statements, and income tax filings, and, thereafter, convey ownership of 3D Entertainment Holdings Inc. by transferring 1,000,000,000 shares of stock in the company to Plaintiff. As consideration for the sale, Plaintiff was to convey all of the issued and outstanding shares of common stock in Oak River Technology, LLC to Defendants.
10. Despite demand by Plaintiff, Defendants have refused to tender both the financial records required to be produced under the Purchase Agreement and the required shares of stock in 3D Entertainment Holdings Inc.
11. Plaintiff incurred significant costs in anticipation of Defendants’ performance under the Purchase Agreement, including but not limited to, curing default status as to the company’s standing in over-the-counter markets and in curing defaults with regard to the company’s transfer agent. Plaintiff also incurred forensic accounting costs in attempting to determine the financial information that was to be provided by the Defendants. Finally, Plaintiff incurred costs in fees paid to the Financial Industry Regulatory Authority (FINRA) to resolve unauthorized shares of stock in the company distributed by Defendants. The foregoing activities have resulted in costs in excess of $75,000.00 incurred by Plaintiff in reliance upon the Defendants’ promise to perform under the Purchase Agreement. BREACH OF CONTRACT
12. Plaintiff incorporates by reference the allegations set forth above as if the same were fully set forth herein.
13. All conditions precedent to the performance of Edward Vakser and 3D Entertainment Holdings, Inc. under the Purchase Agreement have been met.
14. The contractual obligations of Oak River Technology, LLC, have been substantially performed, specifically, Plaintiff has tendered the shares of stock to be conveyed to Defendants under the Purchase Agreement.
15. Despite demand, Defendants have refused to provide the financial records required under the Purchase Agreement and to tender the shares of stock as required therein. The conduct of Defendants constitutes a breach of the contract.
16. Defendants' breach of contract described hereinabove has injured Plaintiff, causing monetary damages incurred as a result of Defendants’ failure to perform the obligations required under the Purchase Agreement. PROMISSORY ESTOPPEL
17. Plaintiff incorporates by reference the factual allegations contained in the preceding paragraphs.
18. In the alternative, Plaintiff seeks to recover for the costs incurred by Plaintiff in detrimental reliance on the promise of the Defendants, Edward Vakser and 3D Entertainment Holdings Inc. DAMAGES
19. Plaintiff has sustained actual or economic damages in excess of this Court's jurisdictional minimum, as a result of the actions and/or omissions of Defendants described hereinabove. Total damages incurred by Plaintiff are approximately $75,000.00. OTHER RELIEF REQUESTED
20. Restitution: Plaintiff requests that the Court enter an order requiring Defendants to pay restitution to Plaintiff. 21. Rescission: Plaintiff requests that the Court enter an order rescinding the parties’ contract. ATTORNEY'S FEES
22. Request is made for all costs and reasonable and necessary attorney's fees incurred by or on behalf of Plaintiff herein, including all fees necessary in the event of an appeal of this cause to the Court of Appeals and the Supreme Court of Texas, as the Court deems equitable and just, as provided by Chapter 38 of the Texas Civil Practice and Remedies Code. ALTERNATIVE ALLEGATIONS
23. Pursuant to Rules 47 and 48, Texas Rules of Civil Procedure and the rules of pleadings, allegations in this petition are made in the alternative. PRAYER
WHEREFORE, PREMISES CONSIDERED, Plaintiff, Oak River Technology, LLC, respectfully prays that the Defendants be cited to appear and answer herein, and that upon a final hearing of the cause, judgment be entered for the Plaintiff against Defendants for damages requested hereinabove in an amount in excess of the minimum jurisdictional limits of the Court, together with prejudgment and post-judgment interest at the maximum rate allowed by law, attorney's fees, costs of court, and such other and further relief to which the Plaintiff may be entitled at law or in equity, whether pled or unpled.
Law Office of Douglas G. Burford, P.C.
By: Douglas G. Burford
Texas Bar No. 24034349
P.O. Box 1944
Boerne, Texas 78006
Tel. (210) 380-4003
Fax. (830) 249-3916
Attorney for Plaintiff
Oak River Technology, LLC Court documents--sertlement/ judgment signed 5/10/16 https://drive.google.com/file/d/0B4bO_PuRhSJQVWpxZUFSemx1ajA/view?pref=2&pli=1 Eddie quietly increased A/S from 9 Billion to 12 Billion Chairman Vakser just posted Q1 & Q2 on August 8th wherein he announced TDEY had "9 billion shares authorized." http://www.otcmarkets.com/financialReportViewer?symbol=TDEY&id=158317
However, as of 8/2/16 the Wyoming SOS website currently states "12 BILLION common shares" https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=235177147139026230168114067093096250002086178042
Click the "additional details" drop-down list to verify. Click "History" and then the Adobe Reader icon on the top listing (upload date 8/2/16). You'll see TWO things..
(1) Vakser changed the name back to 3D ENTERTAINMENT HOLDINGS --and-- (2) He UPPED THE NUMBER OF SHARES (from 9 billion) TO 12 BILLION.
This amendment was adopted on 7/19/16 and was stamped "received" by the SOS on 7/27/16.
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