UnifiedOnline Inc fka UOIP

[long uoip]

pending legal case for all common shareholders

KAMAL KIAN vs. WILLIAM R. CARTER
all uoip shareholder case versus director
(means everyone, all common)

THE CASE MANAGEMENT CONFERENCE CURRENTLY SET ON 03/03/2022 IS
ORDERED ADVANCED TO 12/02/2021 AT 9:00am IN C13.

NEW UPDATES in DOCKET FILE
26 MEMORANDUM OF POINTS AND AUTHORITIES FILED BY COLLINS, GREGORY; KIAN, KAMAL ON 10/29/2021 10/29/2021 3 pages
25 E-FILING TRANSACTION 41258288 RECEIVED ON 10/29/2021 12:04:28 PM. 10/29/2021 NV
24 MEMORANDUM OF POINTS AND AUTHORITIES FILED BY COLLINS, GREGORY; KIAN, KAMAL ON 10/29/2021 10/29/2021 8 pages
23 E-FILING TRANSACTION 31080275 RECEIVED ON 10/29/2021 12:04:27 PM. 10/29/2021 NV

STEVEN L. RADER (SBN 189979)
[e-mail]
Jason R. Dilday (SBN 215968)
[e-mail]
CENTAURI LAW GROUP, P.C.
15615 Alton Parkway, Suite 245
Irvine, CA 92618
Telephone: [phone]
Attorneys for Plaintiffs
Kamal Kian and Gregory Collins

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF ORANGE
KAMAL KIAN, an individual; GREGORY COLLINS, an individual, Plaintiffs
vs.
WILLIAM R. CARTER, JR., an individual;
UNIFIEDONLINE, INC., a Delaware
Corporation; and DOES 1 through 50, inclusive,
Defendants.
Case No.30-2021-01219501-CU-MC-CJC
COMPLAINT FOR DAMAGES AND FOR EQUITABLE AND INJUNCTIVE RELIEF FOR
(1) BREACH OF FIDUCIARY DUTY;(2) ACCOUNTING; AND (3) VIOLATIONS OF THE DELAWARE CORPORATIONS CODE
Plaintiffs KAMAL KIAN and GREGORY COLLINS (“Plaintiffs”) alleges as follows:

PARTIES
1. Plaintiff KAMAL KIAN is, and at all times relevant hereto was, a California resident
owning 100,647,563 shares of common stock in UNIFIEDONLINE, INC.
2. Plaintiff GREGORY COLLINS is, and at all times relevant hereto was, an Arizona
resident owning 27,909,259 shares of common stock in UNIFIEDONLINE, INC.
3. Plaintiffs are informed and believe and based on such information and belief allege that
Defendant WILLIAM R. CARTER, JR. (“Carter”) is an individual residing in North Carolina, who
purports to be, and holds himself out as, the majority shareholder, sole director, and officer, of UNIFIEDONLINE, INC.
4. Plaintiffs are informed and believe and based on such information and belief allege that
Defendant UNIFIEDONLINE, INC. (“Unified”) is a Delaware Corporation which owns assets located
in California, and/or has entered into transactions with residents of California, including, but not
limited to, Plaintiffs.
5. Venue is proper in the Superior Court of California, County of Orange in that the
damages and losses alleged herein were sustained in Orange County, California.
6. Defendants Does 1 through 50, inclusive, are sued herein under fictitious names, their
true names and capacities being unknown to Plaintiffs. Plaintiffs will amend this complaint to allege
their true names and capacities when ascertained. Plaintiffs are informed and believe and based on
such information and belief allege that each of the fictitiously named Defendants is responsible in
some manner for the occurrences herein alleged and that Plaintiffs’ damages as herein alleged were
proximately caused by such Defendants.
7. Plaintiffs are informed and believe and based on such information and belief allege
that each of the Defendants named herein, including those named as DOE Defendants, were, at
times relevant hereto, the agent, servant, employee, joint venture, and/or partner of the other, and
in doing the acts alleged herein, were acting within the course and scope of said agency,
employment, joint venture, or partnership.
8. Plaintiffs have done all things necessary or required to be done prior to bringing
the claims for relief herein alleged, save and except where such would prove futile, including, but
not limited to, the exhaustion of any and all contractual or administrative remedies, where
applicable.

FACTUAL ALLEGATIONS
9. Plaintiffs incorporate each and every allegation contained in Paragraphs 1 through 8,
as though fully set forth herein.
10. On or about October 26, 2015, Carter, as the sole member of a Delaware limited
liability company, UnifiedOnline! LLC, converted 400,0000 AA Preferred Stock of Unified into
Common Stock with an effective date of January 5, 2015. The conversion gave Carter, an aggregated
903,825,954 shares of Unified common stock and control of the company.
11. On or about October 27, 2015, Unified purchased Chanbond LLC (“Chanbond”), a
Delaware limited liability company, from Diedre Leane. The purchase agreement provided
“Chanbond shall appoint William R. Carter, Jr. as sole manager (“Manager”) and thereafter Manager
shall have sole and exclusive authority over the business of ChanBond.”
12. Section 2.1 of Unified’s bylaws, amended April 23, 2014, states “[t]he Board of
Directors shall consist of three (3) members.”
13. According to Unified’s Delaware state filings, Carter is the sole director listed for
Unified.
14. Section 2.6 of Unified’s bylaws requires a majority of the directors, so at least two of
the 3-person board, for Unified to transact any business.
15. At the time Carter assumed control of Unified, it was a publicly traded company. In
2019, Carter’s inaction led Unified’s registration to be revoked by the United States Securities and
Exchange Commission, deleteriously affecting the value of Plaintiffs’ stock.
16. Section 1.1 of Unified’s bylaws requires annual meetings for, inter alia, election of
directors. Since the time Carter assumed putative control of Unified in 2015, there have been no
annual meetings of the shareholders and no elections held for the board of directors.
17. Plaintiffs are informed and believe and based on such information and belief allege
that, since the time Carter assumed putative control of Unified in 2015, Carter has used assets of
Unified to pay his personal debts, although Unified has not had a validly installed board of directors
and could not take any action during that time.
18. Plaintiffs are informed and believe and based on such information and belief allege
that, since the time Carter assumed putative control of Unified in 2015, Carter has caused Unified to
enter into contracts, and to institute, and purportedly informally resolve, litigation, although Unified
has not had a validly installed board of directors and could not take any action during that time, all
without any notice to Plaintiffs and the other Unified shareholders.
19. Carter, as a purported officer, director, and majority shareholder of Unified has engaged in
self-dealing transactions to his personal benefit and which has caused, is causing, or will cause
waste of Unified’s assets, to the detriment of Unified’s shareholders, unless and until Carter is enjoined
from said acts and a valid, disinterested, board of directors for Unified is installed.
20. Unified is the sole owner/member of Chanbond. Carter has used his purported control
of Unified to likewise assume control over Chanbond. Chanbond’s assets consists of several patents:
US7941822; US8341679; US8984565; US7346918; and US9015774
21. Carter has caused Chanbond to maintain multiple actions for patent infringement:
ChanBond, LLC v. Atlantic Broadband Group, LLC; ChanBond, LLC v. Bright House Networks,
LLC; ChanBond, LLC v. Cable One, Inc.; ChanBond, LLC v. Cablevision Systems Corporation and
CSC Holdings, LLC; ChanBond, LLC v. Cequel Communications, LLC and Cequel Communications
Holdings I, LLC d/b/a Suddenlink Communications; ChanBond, LLC v. Charter Communications,
Inc.; ChanBond, LLC v. Comcast Corporation and Comcast Cable Communications, LLC; ChanBond,
LLC v. Cox Communications, Inc.; ChanBond, LLC v. Mediacom Communications Corporation;
ChanBond, LLC v. RCN Telecom Services, LLC; ChanBond, LLC v. Time Warner Cable Inc. and
Time Warner Cable Enterprises, LLC; ChanBond, LLC v. WaveDivision Holdings, LLC; and
ChanBond, LLC v. WideOpen West Finance, LLC.
22. Plaintiffs are informed and believe and based on such information and belief allege that
Carter has caused said patent infringement actions to settle in such a way that the assets of Chanbond
and Unified will be permanently lost, but Carter will be personally enriched.
23. Plaintiffs will suffer irreparable harm if Carter is permitted to distribute the proceeds
from said settlements without a validly installed board of directors, an accounting, and an annual
meeting of Unfied’s shareholders, in that the assets of Unified will be permanently lost and subject to
licenses and conveyances entered into by Carter without authorization.

FIRST CAUSE OF ACTION
Breach of Fiduciary - Duty of Care
Against William R. Carter, Jr.
24. Plaintiffs incorporate and reallege, as though fully set forth herein, paragraphs 1
through 23, inclusive, of this Complaint.
25. As the sole director and officer of Unified, Carter has breached his fiduciary duty to
exercise care in that he has caused Unified’s subsidiary to license and convey assets without sufficient
consideration to Unified and its shareholders.
26. As a direct and proximate result of Carter’s breach of his fiduciary duty, Plaintiffs have
sustained damages in an amount according to proof at trial but in excess of the jurisdictional minimum
of this court.

SECOND CAUSE OF ACTION
Breach of Fiduciary Duty - Duty of Loyalty
Against William R. Carter, Jr.
27. Plaintiffs incorporate and reallege, as though fully set forth herein, paragraphs 1
through 26, inclusive, of this Complaint.
28. As the sole director and officer of Unified, Carter has breached his fiduciary duty of
loyalty in that he has caused Unified’s subsidiary to license and covey assets without sufficient
consideration to Unified and its shareholders but to his own personal enrichment.
29. As a direct and proximate result of Carter’s breach of his fiduciary duty, Plaintiffs have
sustained damages in an amount according to proof at trial but in excess of the jurisdictional minimum
of this court.

THIRD CAUSE OF ACTION
An Accounting
Against All Defendants
30. Plaintiffs incorporate and reallege, as though fully set forth herein, paragraphs 1
through 29, inclusive, of this Complaint.
31. Plaintiffs invoke the equitable jurisdiction of the court to mandate that Carter and
Unified provide an accounting of the proceeds from the patent litigation settlements and the
planned distributions therefrom.
32. Without said accounting Plaintiffs’ legal remedies are inadequate in that the assets
of Unified may be completely disposed without due regard for Plaintiffs’ equity interests in
Unified.
33. The amount due to Plaintiffs on the liquidation of Unified’s assets is unknown and cannot be ascertained without an accounting, since the information necessary to determine that
amount is within the exclusive knowledge of the defendants.

FOURTH CAUSE OF ACTION
Violation of Delaware General Corporation Law Section 211(b)
Against All Defendants
34. Plaintiffs incorporate and reallege, as though fully set forth herein, paragraphs 1
through 33, inclusive, of this Complaint.
35. Delaware General Corporation Law (DGCL) section 211(b) provides: “an annual
meeting shall be held for the election of directors…”
36. Plaintiffs are informed and believe and thereon allege that no annual meeting has
been held since 2015.
37. Accordingly, Plaintiffs request an injunction commanding that Unified hold an
annual meeting of the shareholders, consistent with its bylaws, and that it be enjoined from
conducting any further business until such time as the meeting has been had.

FIFTH CAUSE OF ACTION
Violation of Delaware General Corporation Law Section 141(b)
Against All Defendants
38. Plaintiffs incorporate and reallege, as though fully set forth herein, paragraphs 1
through 37, inclusive, of this Complaint.
39. Under section 141(b) of the DGCL a quorum of the board of directors is required
“for the transaction of business…” by a corporation.
40. Defendants have engaged in ultra vires and void acts, because of the lack of said
quorum of the board of directors, which have, or will, devalue Plaintiffs’ equity interests in
Unified.
41. Accordingly, Plaintiffs requests a preliminary and permanent injunction enjoining
Defendants from any further corporate acts, including, but not limited to, appointing managers
and officers of Chanbond, until such time as Unified is able to act through a quorum of a validly
installed board of directors.

PRAYER FOR RELIEF
WHEREFORE, Plaintiffs pray for judgment against Defendants, and each of them, as follows:
1. For compensatory damages in an amount to be determined at trial but totaling at least $1,250,000;
2. For an equitable accounting of proceeds and distributions from the patent litigation;
3. For preliminary and permanent injunctive relief commanding that Unified hold an
annual meeting of the shareholders, consistent with its bylaws, and that it be enjoined
from conducting any further business until such time as the meeting has been had.
4. For preliminary and permanent injunctive relief prohibiting Defendants from any further
corporate acts, including, but not limited to, appointing managers and officers of
Chanbond, until such time as Unified is able to act through a quorum of a validly
installed board of directors.
5. For reasonable attorney’s fees and costs; and
6. For such other and further relief as the court may deem just and appropriate.

Dated: ___________________ CENTAURI LAW GROUP, P.C.
By:
JASON R. DILDAY
STEVEN L. RADER
Attorneys for Plaintiffs
GREGORY COLLINS
JURY TRIAL DEMAND
To the fullest extent allowed by all state and federal laws and statutes, Plaintiffs hereby
demand a trial by jury as to all claims, counts, and/or causes of action in this matter.
Dated: ___________________ CENTAURI LAW GROUP, P.C.
By:
JASON R. DILDAY
STEVEN L. RADER
Attorneys for Plaintiff