OWCP's Lame and Excuse-Laden Response, in the form of a letter, is below. If they don't represent OWCP, who is paying for their legal fees?
Notice she completely sidestepped the financials that were ready to file last Fall? All Zip-Locked Ziv had to do is upload them to OTC Markets while he was in a position of authority.
So, if OWC Israel and OWCP have no leadership, under what authority did Turner file another bankruptcy proceeding in July?
Why didn't this law firm remove themselves from the case along time ago?
------------------------------------------------------------------------
August 25, 2021
FILED AND SERVED ELECTRONICALLY
The Honorable Alvin K. Hellerstein
Daniel Patrick Moynihan Courthouse
United States Courthouse
500 Pearl Street
New York, New York 10007
Re: Discovery Growth Fund, LLC v. OWC Pharm. Research Corp.
(S.D.N.Y.) Index No. 20-cv-2857
Dear Judge Hellerstein:
We write on behalf of defendant OWC Pharmaceutical Research Corp. (“OWCP”) in the above-referenced matter. By the parties’ stipulation [ECF 34], today is the deadline for OWCP’s opposition to Discover Growth Fund LLC’s (“Discover”) summary judgment motion seeking a permanent injunction [ECF 26-31].
We respectfully write to advise the Court that, for the reasons set forth below, OWCP is not in a position to respond to Discover’s motion.
In early 2020, the OWCP management team that was in place at the time of the Court’s April 29, 2020 Order Granting Preliminary Injunction (“Order”) was removed at Discover’s behest. On February 26, 2021, David Kugelman was appointed as sole director by Discover.
Mr. Kugelman is unfamiliar with much of the factual background that is relevant to Discover’s motion, including Discover’s assertion that OWCP purportedly made statements that the parties’ agreements are voidable because Discover “allegedly engaged in securities fraud and acted as an
unregistered dealer.” See Discover’s Memorandum of Law [ECF 27] at 13. No one at this law firm has any knowledge of those purported statements or allegations. Further complicating matters, Mr. Kugelman has informed this firm that he will be resigning as director of OWCP effective today, which leaves OWCP with no Board or management at all.
We want to bring to the Court’s attention that, in the several months leading up to the filing of Discover’s instant motion, this law firm had no contact with anyone associated with OWCP. Indeed, after this Court entered the Order, it was our understanding that, in light of the changes in OWCP’s management, this firm’s representation of OWCP had come to an end.
While OWCP will not be opposing the motion, we would nevertheless like to take this opportunity to assure the Court that, as of several months ago when this firm was still in contact with OWCP, OWCP made reasonable efforts to comply with the Order. Among other things, OWCP (working together with Discover) undertook significant efforts to convene a stockholder meeting for the purpose of amending its certification of incorporation in order to increase the authorized shares and effect a reverse stock split. This goal was agreed upon with Discover as any public reporting would have been of limited benefit to Discover absent action that would have increased the shares of common stock available to be issued on conversion of their Preferred Stock. The meeting was called and was subsequently adjourned and reconvened on more than one occasion. Despite OWCP’s efforts (which included retaining a proxy solicitor),
the matter was ultimately not approved by the required vote. It is our understanding that, throughout this period, Discover was aware of OWCP’s ongoing efforts to become compliant with its obligations to Discover.
On a final note, we feel compelled to advise the Court that, the recent events noted above, as well as the reality of OWCP’s stockholder base and lack of funding, make full compliance with the proposed injunction virtually impossible. Not only would OWCP lack the financial resources to comply with Discover’s proposed injunction but there will no longer be any management in place to oversee compliance or seek to obtain stockholder approval.
We thank the Court for its consideration in this matter.
Respectfully submitted,
Melinda Holly Chester-Spitzer
cc: Paul A. Saso, Esq.
