Optec International Inc (OPTI)

[Deep6]

This just gets better every day!! LMAO

https://drive.google.com/file/d/1oFfPBJUp73u2MOl2HvG84tncASM-L7ji/view

5. Defendants, however, failed and refused to provide any of their consideration to
give effect to the intended merger, additional consideration from Plaintiff was not exchanged, and
no wholly-owned subsidiary of Optec was formed to facilitate the forward triangular merger.
6. To date, CEM and We Shield continue to operate and market themselves as separate
and distinct entitles from Optec. These Defendants continue to conduct separate businesses,
market their own products and services, and retain exclusive ownership and control over their
separate brands, marks, management, employees, inventory, accounts, other assets, liabilities,
books and records, equity accounts, and insurance.
7. Importantly, Defendants also continue to hold and refuse to return Optec’s
$2,700,000.00 and Preferred Shares despite that no merger was effected and no other facts or law
justify or otherwise excuse Defendants’ misconduct.
8. Undeterred, the Shareholder Defendants have also filed a frivolous UCC-1
financing statement against Optec (annexed hereto as Exhibit 2), as purported creditors under the
failed merger, in their individual names as well as in the name of Holdings—an entity of which
Optec has no knowledge or record of authorizing the formation, or of actually forming—in an
unlawful attempt to encumber Optec’s assets and collateral as security.