31. Unbeknownst to the Plaintiff, however, in or about the fall of 2019, a third-party creditor filed a litigation against Defendant OPTI in the New York Supreme Court in Manhattan (hereinafter the “NY Litigation”). 32. Also unbeknownst to Auctus, the third-party creditor obtained a judgment (hereinafter the “NY Judgment”) against OPTI in the NY Litigation in the amount of $212,210.02. 33. Defendants OPTI and Pawson never disclosed the NY Litigation nor the NY Judgment to Plaintiff prior to the execution of the Amendment, or at any time thereafter, and omitted this material fact, while having a duty of disclosure to Auctus in the offer, purchase and sale of the OPTI securities, as reflected by Amendment #1 and the Irrevocable Letter. 34. Additionally, by such material omissions in the offer, purchase and sale of OPTI securities, the Defendants fraudulently induced the Plaintiff into reinvesting its assets in the OPTI shares of common stock, while never intending to comply with their obligations, as reflected by Amendment #1 and the Irrevocable Letter. 35. Unfortunately, because of Defendant’s willful and fraudulent actions, the Plaintiff was unable to convert Defendant’s debt obligations into freely traded shares of OPTI common stock, and the Transfer Agent rejected Auctus’ Notice(s) of Conversion. 36. The Plaintiff asserts and alleges that the Defendants misrepresented, omitted and failed to provide material facts to Auctus in connection with its investments and in connection with the offer, purchase and sale of OPTI securities, as reflected by Amendment #1, the Irrevocable Letter and the Transaction Documents. 37. Thus, in detrimental reliance upon the information, representations and statements from the Defendant, the Plaintiff invested hundreds of thousands of dollars in the Company, which has, and has had, a fiduciary duty and a duty of the utmost loyalty to the Plaintiff. Unfortunately, to its detriment, the Plaintiff has learned that the Defendant had misrepresented and deceived the Fund, and omitted material information while having a duty of disclosure, regarding the Company, and perpetrated securities fraud in connection with the offer, purchase and sale of securities, in violation of, inter alia, Section 10(b) of the Exchange Act and Rule 10b-5, as promulgated thereunder, and the Uniform Securities Act, M.G.L. c. 110A, §§101, et seq., as amended. 38. Upon the occurrence of an Event of Default under the Transaction Documents, the entire principal and accrued interest shall be immediately due and owing from Defendant OPTI. Furthermore, pursuant to Section 3 of the Notes, the Company is required to pay, and shall pay, the “Default Sum” (as defined therein), due under the Note as multiplied by Two Hundred and 00/100 (200.00%) percent. Thus, as of January 23, 2020 and under the Transaction Documents, the Company owes the Plaintiff the Default Sum totaling Six Hundred – Seventy – Six Thousand –Six Hundred – Fifty - Six and 26/100 ($676,656.26) Dollars (U.S.). Until paid, the Default Sum shall continue to accrue the default interest rate of Twenty four and 00/100 (24.00%) percent per year, provided by the Note. 39. In sum, the Defendants have committed breached the June 2018 Transaction Documents, the July 2018 Transaction Documents, the January 2019 Transaction Documents, Amendment #1, and the Irrevocable Letter, and has committed securities fraud in connection with the offer, purchase and sale of OPTI shares of common stock to the Plaintiff, which has suffered as a consequence. The Defendants have been unjustly enriched and converted the Plaintiff’s assets, causing it to suffer further damages and injuries. As a result of the fraudulent scheme, actions, concealment, and omissions of the Defendants, the Plaintiff suffered damages of $676,656.26, with interest, attorney’s fees and costs, to its detriment. VIOLATIONS OF LAW COUNT I - VIOLATIONS OF FEDERAL SECURITIES LAWS (as to all Defendants) 40. The Plaintiff reasserts Paragraphs 1 through 39 of the Complaint, together with Exhibits, and restates and incorporates them herein by reference. 41. The Defendants violated Section 10(b) of the Exchange Act, 15 U.S.C. §78j(b) and Rule 10b-5 promulgated thereunder, 17 C.F.R. §240.10b-5, in that, as described herein, and in connection with the purchase, offer and sale of securities, they knowingly, recklessly and intentionally: a) employed manipulative and deceptive devices and contrivances; b) employed devices, schemes and artifices to defraud; c) made untrue statements of material fact and omitted to state material facts necessary in order to make statements made, in light of the circumstances under which they were made, not misleading; and d) engaged in acts, practices and a course of business which operated as a fraud or deceit upon the Plaintiff. 42. During the relevant time period and as set forth herein, the Defendants, jointly and severally, singly and in concert, directly and/or indirectly, engaged in one or more common plans, schemes, and unlawful courses of conduct, to operate or perpetrate a fraud or deceit upon the Plaintiff, in connection with the offer, purchase and/or sale of OPTI securities. 43. During the relevant time period and as set forth herein, the Defendants, jointly and severally, singly and in concert, directly and/or indirectly, knowingly or recklessly engaged in acts, transactions, practices, and courses of business which operated as a fraud and deceit upon Plaintiff in connection with the offer, purchase and/or sale of OPTI securities.