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Re: littlejohn post# 1991

Tuesday, 11/18/2014 11:09:28 PM

Tuesday, November 18, 2014 11:09:28 PM

Post# of 4146
The grounds are not that they are not working enough.

you may have missed the details:

Including "47. By usurping the opportunity, Defendants placed themselves in a position contrary to their fiduciary duties of PWW and for their own personal gain, and violated their fiduciary duties and duties of loyalty."

2nd Cause of Action. Breach of Fiduciary Duty and Corporate Waste.
Including "52. Among other things, Defendants violated these duties and committed corporate waste by: a. Using corporate assets and resources for their own personal gain; b. Using corporate assets and resources in order to usurp a corporate opportunity and to develop such opportunity; c. Using corporate assets for personal vacations; d. Failing to conduct appropriate due diligence and investigation regarding the alleged experience and qualifications of persons hired for various management positions; f. Failing to hold regular and appropriate meetings of the Company's shareholders; and k. Failing to timely prepare and/or file quarterly and annual reports with the Securities and Exchange Commission, thereby resulting in the de-listing of PWW's shares and their resulting diminution of value."

3rd Cause of Action. Derivative Action - Self Dealing.
Including "56. Defendant Lance Bell, while acting as a fiduciary of PWW, caused PWW to enter into a self-dealing contract with himself. a member of the board of directors and officer of PWW." and "59. Lance Bell caused the Company to enter into this self-dealing transaction without disclosing the transaction to the shareholders of PWW, without conducting a formal vote of the members of the disinterested board of directors or shareholders, and without seeking ratification by the shareholders of PWW."

4th Cause of Action. Civil Conspiracy.
Including "64. All Defendants combined for the objective to waste corporate assets of PWW and usurp corporate opportunities of PWW." and "65. The Defendants had a meeting of the minds in order to accomplish this object." and "66. Defendants engaged in one or more unlawful, overt acts, including, but not limited to, breaching their fiduciary duties and duties of loyalty, using corporate assets for their own personal gain, and engaging in fraud to cover up their wrongdoing."



5th Cause of action. Constructive Trust.
Including "69. Defendants wrongfully deprived PWW of the value of certain corporate assets as set forth herein through their wrongful conduct and mismanagement of the Company's assets and affairs and usurpation of corporate opportunities." and "70. Defendants will be unjustly enriched if permitted to retain unencumbered ownership of such assets and opportunities or their value, which assets and opportunities at all times material hereto have rightfully belonged to PWW." and "72. Because Defendants' interest in such assets and opportunities or any other property acquired using such assets and opportunities are the direct and proximate result of Defendants' wrongful conduct, this Court should impose an equitable constructive trust upon such assets and opportunities in an amount to be proven at trial, together with the proportional increase in the value of such assets and any other property acquired using such assets and opportunities from and after the date that Defendants began engaging in the wrongful conduct set forth in this Complaint."

I know I didnt need to reply, I wanted to.


Everything I say is my own opinion.

-AngelInvestors