See filing below by company on December 27th. There is plenty of justification why the company did not settle the lawsuit and is willing to provide the necessary indemnities to complete the merger.
THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SAN DIEGO HALL OF JUSTICE
GEORGE SHARP Case No. 37-2020-00019244-CL-BC-CTL
Plaintiff, DECLARATION IN OPPOSITION TO PLAINTIFFS MOTION FOR SUMMARY
vs. JUDGMENT AND/OR SUMMARY ADJUDICATION
CUBA BEVERAGE COMPANY
MARK HAGEN; MARGARET WILLETT Date: January 21, 2022
AND DOES, 1-500 INCLUSIVE Time: 09:00 a.m.
Dept. 75, Hon. James A Mangione
Defendant’s Trial Date: 03/18/2022
I, George W. Morgan, hereby declare and state as follows:
1. I am the current President of the Defendant in the above entitled action, CUBA Beverage Co. Inc., and make this declaration in my capacity as the President, CEO, and, Chairman of the Board of Directors.
2. On April 15, 2020, as the then acting Executive Director, I attended a conference call between the then acting president, the former secretary, Margaret Willett, a former affiliate, and the Plaintiff in this action, George Sharp. At that time, Mr. Sharp was notified that his employ with CUBA Beverage Co. was terminated and his contract rescinded effective immediately.
3. I respectfully submit that no breach of contract on the part of CUBA Beverage Company ever occurred as Plaintiff alleges. The Officers and Directors of the Company discovered that Plaintiff had set up a number of accounts in the name of CUBA Beverage without their authority,
knowledge or consent.
4. Company Officers and Directors further discovered that they had no access to these accounts whereas Plaintiff held the pass codes which he refused to share with the Company.
5. These accounts included, a Twitter account on which Plaintiff made public announcements which were false and did not align with the Company objectives, and did so without the authority, knowledge or consent of the Officers and/or Directors of the Company.
6. Moreover, was the Company’s OTCIQ Account on which the Company relies to file its financial reports and quarterly and annual reports to prevent the Company from being suspended by the OTC and possibly de-listed by the SEC was being held hostage by the Plaintiff.
7. Company Officers and Directors further discovered that Plaintiff not only had access to the Company’s OTCIQ account, but had named himself as the issuer, thereby conveying complete control of the Company to himself, something that the Officers and Directors never agreed to, or ever would agree to.
8. When confronted with these issues, Plaintiff became defensive, insulting and engaged in a series of lies and prevarications in an attempt to falsely justify his actions. It is for these reasons,coupled with disturbing details regarding Plaintiffs private life, and other professional dealings that Company Officers and Directors elected to rescind and terminate its contract with Plaintiff on April 15, 2020.
9. Each of the actions taken by Plaintiff, as set forth above, were improper and went far beyond his authority under his contract as a “consultant”. The purpose of a consultant is to provide expert opinions, analysis, and recommendations to organizations such as CUBA Beverage Co., not to take complete control over a company thereby stripping its Officers and Directors of their rights under California Corporations Code § 300 et seq., and making public announcements which were
damaging to the Company and which did not align with Company intentions and objectives, but instead were designed to advance Plaintiffs private agenda.
10. I respectfully submit that these unilateral decisions were made by Plaintiff without the authority, knowledge or consent of the Officers and Directors of the Company and were unlawful, self serving, and oppressive.
11. Accordingly, the Officers and Directors of the Company had a lawful right and a duty to rescind and terminate its contract with Plaintiff to protect not only themselves and to preserve the integrity of the the Company, but most importantly, to protect its shareholders.
12. Upon termination, Plaintiff used his unauthorized access to the Company accounts to have the Company suspended from trading, an act which cost the Company tens of thousands of dollars to cure.
13. I respectfully submit that as a result of the triable issues raised above and the nature of the allegations raised against the Plaintiff, that this action should proceed to trial and should not be decided on a Motion for Summary Judgment/Adjudication.
14. As a further result of the triable issues raised above, coupled with the costs associated with undoing the damage Plaintiff imposed upon the Company during employ and post termination, Defendant CUBA Beverage Co., is preparing and will be filing a cross-complaint to Plaintiffs action.
I hereby declare, under penalty of perjury, under the laws of the State of California, that the foregoing is true and correct.
Dated: December 27, 2021 By: /s/ George W. Morgan
GEORGE W. MORGAN
President CUBA Beverage Co.
Declarant
