Hiru Corporation (HIRU)

[satter]

HIRU CORP v BAYERN INDUSTRIES LLC, GB II PARTNERS INC, & EMPIRE STOCK TRANSFER, INC

VERIFIED COMPLAINT FOR DECLARATORY JUDGMENT AND FOR
EMERGENCY INJUNCTIVE RELIEF

Plaintiff, HIRU CORP. (“HIRU” or the “Company”), by and through undersigned
counsel, sues Defendants BAYERN INDUSTRIES LLC (“Bayern”), GB II PARTNERS INC.
(“GB II”), and Empire Stock Transfer, Inc. (“Empire”), and alleges as follows:
Parties, jurisdiction, venue

1. Plaintiff HIRU CORP. is a Nevada corporation and a public reporting company
with its common stock quoted on OTC Markets under the symbol HIRU, with hundreds of
record shareholders and a significantly larger number of beneficial shareholders.

Filing # 239024134 E-Filed 01/07/2026 09:52:40 PM
FILED: PALM BEACH COUNTY, FL, MICHAEL A. CARUSO, CLERK, 01/07/2026 09:52:40 PM

2. Defendant Bayern Industries LLC is a Delaware limited liability company which,
upon information and belief, maintains an address at 500 S. Australian Ave., West Palm Beach,
Florida 33401, as reflected in Empire’s account statement for Bayern.

3. Related Defendant GB II PARTNERS INC. is a Seychelles corporation, with a
principal address of 105, First Floor, Waterside Property, Eden Island, Seychelles.

4. Related / indispensable party Empire Stock Transfer, Inc. is a Nevada corporation
that serves as HIRU’s stock transfer agent and maintains records of the issuance, restriction, and
transfer of HIRU’s shares, including the Bayern- and GB-II-related shares at issue in this action.

5. This is an action for declaratory judgment pursuant to Chapter 86, Florida
Statutes, and for injunctive and other relief, in which the amount in controversy exceeds $15,000,
exclusive of interest, costs, and attorneys’ fees.

6. Section 86.011, Florida Statutes, authorizes Florida circuit courts to declare rights,
status, and other equitable or legal relations whether or not further relief is or could be claimed,
and to grant supplemental and coercive relief as necessary, including in disputes regarding
corporate stock ownership and validity.

7. This Court has subject-matter jurisdiction because HIRU seeks declaratory relief
regarding the rights, status, and legal relations concerning 380,000,000 shares of HIRU common
stock (290,000,000 shares in Bayern’s name and 90,000,000 shares in the name of GB II or
otherwise held for its benefit), together with related coercive relief, and the value and impact of
these disputed shares on HIRU’s capital structure and market exceed the circuit-court
jurisdictional minimum.

8. Venue is proper in Palm Beach County because: (a) Empire’s account statement
reflects that Bayern’s 290,000,000 book-entry shares are registered to a West Palm Beach,

2. Defendant Bayern Industries LLC is a Delaware limited liability company which,

upon information and belief, maintains an address at 500 S. Australian Ave., West Palm Beach,
Florida 33401, as reflected in Empire’s account statement for Bayern.

3. Related Defendant GB II PARTNERS INC. is a Seychelles corporation, with a
principal address of 105, First Floor, Waterside Property, Eden Island, Seychelles.

4. Related / indispensable party Empire Stock Transfer, Inc. is a Nevada corporation
that serves as HIRU’s stock transfer agent and maintains records of the issuance, restriction, and
transfer of HIRU’s shares, including the Bayern- and GB-II-related shares at issue in this action.

5. This is an action for declaratory judgment pursuant to Chapter 86, Florida
Statutes, and for injunctive and other relief, in which the amount in controversy exceeds $15,000,
exclusive of interest, costs, and attorneys’ fees.

6. Section 86.011, Florida Statutes, authorizes Florida circuit courts to declare rights,
status, and other equitable or legal relations whether or not further relief is or could be claimed,
and to grant supplemental and coercive relief as necessary, including in disputes regarding
corporate stock ownership and validity.

7. This Court has subject-matter jurisdiction because HIRU seeks declaratory relief
regarding the rights, status, and legal relations concerning 380,000,000 shares of HIRU common
stock (290,000,000 shares in Bayern’s name and 90,000,000 shares in the name of GB II or
otherwise held for its benefit), together with related coercive relief, and the value and impact of
these disputed shares on HIRU’s capital structure and market exceed the circuit-court
jurisdictional minimum.

8. Venue is proper in Palm Beach County because: (a) Empire’s account statement
reflects that Bayern’s 290,000,000 book-entry shares are registered to a West Palm Beach,
Florida address; and (b) a substantial portion of the events and omissions giving rise to this
action—including the issuance, registration, and attempted legend removal of the disputed shares
directed to and affecting interests in Palm Beach County—occurred in this Circuit.

9. Bayern and GB II are subject to personal jurisdiction under section 48.193,
Florida Statutes, because they have engaged in business and tortious conduct in Florida and
directed to Florida, including: (a) directing the issuance and deposit of HIRU shares through
Florida addresses and contacts; (b) submitting, through such contacts, instructions and opinion
letters seeking legend removal; and (c) engaging in a course of conduct that has substantial
effects on HIRU and its shareholders in Florida.

10. Empire is subject to this Court’s jurisdiction as an indispensable party having
custody and control over the transfer records and restrictions on the disputed shares and as the
entity whose acts are necessary to effect or prevent the removal of legends and transfer of the
Bayern- and GB-II-related shares.

General factual allegations

11. HIRU’s common stock is publicly quoted on OTC Markets, and HIRU reports
that it has billions of issued and outstanding shares and a large public float, with a substantial
shareholder base whose interests depend on the integrity of HIRU’s capital structure.

12. On or about May 25, 2022, HIRU and Bayern purportedly entered into a
“Convertible Loan Agreement” in the stated principal amount of $1,400,000, with interest at
10% and a conversion price of 0.00001per share of HIRU common stock (the “Purported Note”
or “Convertible Loan Agreement”).

reflected in Bayern’s name and an associated 90,000,000 shares now appearing in the name of
GB II or otherwise held or booked for its benefit, all arising from the same purported Bayern
convertible-note transaction.

14. On December 11, 2025, Bayern’s counsel, Donald R. Keer, Esq., issued an
opinion letter to Empire opining that the 380,000,000 shares issued to Bayern are eligible for
removal of restrictive legends and free trading under Section 4(a)(1) and Rule 144 of the
Securities Act of 1933, asserting that the shares were properly issued under the Purported Note
and that applicable holding-period and non-affiliate requirements are satisfied (the “Keer
Opinion”).

15. The Keer Opinion states, among other things, that: (a) HIRU entered into the
Convertible Loan Agreement with Bayern on May 25, 2022, for $1,400,000; (b) the 380,000,000
shares were issued as a conversion of a portion of that indebtedness; and (c) Bayern is not an
affiliate of HIRU and has held the shares or underlying rights for at least two years, thereby
allegedly qualifying for legend removal under Section 4(a)(1) and Rule 144.

16. On or about December 17, 2025, Bayern, through its president, Andrea Zecevic,
sent Empire a written “Letter of Instruction” requesting removal of the restrictive legend on the
full 380,000,000 HIRU shares “issued in the Book Entry on 022425,” accompanied by Empire’s
account statement showing 290,000,000 restricted book-entry shares in Bayern’s name at the
West Palm Beach address.

17. HIRU has conducted an internal investigation and determined that Bayern never
paid, loaned, invested, or otherwise provided any monetary or other consideration to HIRU in
connection with the Purported Note or any related equity or debt instrument, and that no actual
$1,400,000 loan or other funded obligation was ever received from Bayern.

18. HIRU alleges that the Purported Note and related documents are unfunded,
fictitious, and/or fraudulently induced, and that the Bayern-related share issuance was procured
on the strength of instruments that did not reflect real, funded indebtedness or consideration

19. As a result, HIRU alleges that no valid indebtedness exists to support the
issuance, booking, or continued holding of the 380,000,000 shares issued in connection with the
Purported Note or the Bayern conversion, and that neither Bayern nor GB II has valid title or
enforceable rights to the shares.

20. HIRU further alleges that the 90,000,000-share position in the name of GB II was
derived from, or transferred out of, the same Bayern issuance path, and that any claimed GB II
ownership likewise rests on the same alleged fictitious or fraudulent underlying obligation and
lack of consideration.

21. On December 18, 2025, HIRU’s counsel sent Empire a detailed “stop-placement
and records-preservation” letter (the “Freeze Letter”) requesting that Empire: (a) immediately
place a stop on all 380,000,000 Bayern-related shares pending the filing of this action; and (b)
preserve all records relating to the issuance, transfer, registration, and any legend-removal
requests concerning these shares.

22. In the Freeze Letter, HIRU expressly stated that it contests the ownership and
validity of the Bayern-related shares, intends to file a civil action in Florida circuit court for
declaratory relief and related claims, and seeks to maintain the status quo while the Court
adjudicates the parties’ rights.

23. HIRU alleges that Empire’s ordinary business practice is to process
legend-removal requests and related transfer instructions promptly once Empire is satisfied with
the documentation, including a facially valid Rule 144 opinion, creating an imminent risk that
Bayern’s request will be granted absent judicial intervention.

24. HIRU further alleges that the remaining 90,000,000 shares traceable to the same
issuance pathway and now associated with GB II are likewise at risk of being made free-trading
and sold, whether through Empire or another intermediary, if Bayern’s or GB II’s instructions are
honored.

25. If the restrictive legends are removed and the 380,000,000 shares are allowed to
trade, Bayern and/or GB II will be able immediately to sell a massive block of stock into the
public market, with an inevitable and severe decrease in HIRU’s share price, substantial dilution
of existing shareholders, disruption of HIRU’s ability to consummate pending and future
financings and transactions, and damage to HIRU’s reputation and investor confidence.

26. HIRU alleges that such harm would be rapid, market-wide, and extremely
difficult, if not impossible, to quantify, particularly because the impacts would be dispersed
among hundreds or thousands of public shareholders and would impair future business
opportunities that cannot realistically be recreated after the fact.

27. HIRU therefore brings this verified action for declaratory judgment to determine
the rights and status of the disputed shares, for cancellation and related relief, and for an
immediate temporary and preliminary injunction under Florida Rule of Civil Procedure 1.610 to
preserve the status quo while the merits are adjudicated.

Count I – Declaratory judgment (rights and status of Bayern and GB II shares)

28. HIRU realleges and incorporates paragraphs 1 through 27 as though fully set forth
herein.

29. An actual, present, and bona fide controversy exists between HIRU, Bayern, GB
II, and Empire regarding: (a) whether the Purported Note and related agreements between HIRU
and Bayern were ever funded or supported by valid consideration; (b) whether any valid
indebtedness exists to support the issuance of the 380,000,000 HIRU shares to or for the benefit
of Bayern and GB II; and (c) whether Bayern or GB II has valid title to or enforceable rights in
the disputed shares.

30. Chapter 86, Florida Statutes, authorizes this Court to declare the parties’ rights,
status, and legal relations with respect to written instruments, contracts, and property rights, and
further permits the Court to grant additional, alternative, coercive, subsequent, or supplemental
relief as necessary to enforce its declarations.

31. Florida courts recognize broad discretion under Chapter 86 to determine
ownership and status of corporate stock and to fashion appropriate relief, including cancellation
or reclassification of shares, to effectuate declaratory judgments.

32. HIRU contends that Bayern never funded the Purported Note or any related
obligation, that the claimed $1,400,000 principal and associated interest are fictitious, and that
any issuance or booking of shares to or for Bayern and GB II based upon such instruments is
void or voidable for failure of consideration and/or fraud.

33. Bayern, by submitting the Keer Opinion and the Letter of Instruction to Empire,
contends that the Purported Note is valid and funded, that the 380,000,000 shares were validly
issued as a conversion of such debt, and that the shares are eligible for legend removal and free
trading.

34. GB II, by accepting or holding a 90,000,000-share position traceable to the same
Bayern issuance path and by being identified as a significant shareholder of other low-priced
securities, likewise claims or will claim ownership and tradable rights derived from the same
Purported Note and related instruments.

35. Empire, as transfer agent, holds the records and practical responsibility for
implementing or rejecting the requested legend removal and transfer of the disputed shares and is
therefore an indispensable party to any declaration regarding the status and treatment of those
shares.

36. HIRU seeks a declaration that:

a. Bayern and GB II provided no valid monetary or other consideration to HIRU for the
Purported Note or any underlying instruments;

b. No valid debt or enforceable obligation exists in favor of Bayern or GB II arising from
the Purported Note or related agreements;

c. The issuance, booking, and/or registration of the 380,000,000 shares to or for the
benefit of Bayern and GB II is void or voidable;

d. Bayern and GB II have no valid title to or rights in the 380,000,000 disputed shares;
and

e. HIRU may cancel the disputed shares on its books and records and treat them as
authorized but unissued or otherwise appropriate under Nevada corporate law and Florida
declaratory-judgment principles.

37. A declaratory judgment will serve a useful purpose in resolving the parties’
dispute, clarifying the status of a massive block of shares in HIRU’s capital structure, and
preventing further harm to HIRU and its shareholders.

WHEREFORE, HIRU requests that this Court enter judgment in its favor and:

(i) Declare that Bayern and GB II provided no valid consideration for the Purported Note
or related agreements;

(ii) Declare that no valid debt or
enforceable obligation exists to support the issuance of
the 380,000,000 shares;

(iii) Declare that Bayern and GB II have no valid title or rights in the disputed shares;

(iv) Authorize HIRU to cancel the disputed shares and treat them as authorized but
unissued (or otherwise address them as the Court deems proper);

(v) Direct Empire to recognize and implement the Court’s declarations in HIRU’s
shareholder records; and

(vi) Grant such other and further declaratory and supplemental relief as the Court deems
just and proper.

Count II – Emergency temporary and preliminary injunction

38. HIRU realleges and inc
orporates paragraphs 1 through 37 as though fully set forth
herein.

39. Under Florida law, a party seeking a temporary injunction must demonstrate: (1) a
substantial likelihood of success on the merits; (2) irreparable harm absent an injunction; (3) the
lack of an adequate remedy at law; and (4) that the injunction will serve the public interest.

40. Rule 1.610(a), Florida Rules of Civil Procedure, permits a temporary injunction
based on verified pleadings demonstrating that immediate and irreparable injury, loss, or damage
will result before the adverse party can be heard, and requires that the order define the injury,
state why it is irreparable, and provide reasons if granted without notice.

Substantial likelihood of success

41. As alleged above, HIRU’s investigation shows that Bayern never funded the
Purported Note or otherwise provided the alleged $1,400,000 principal or any other
consideration to HIRU, so that no valid indebtedness exists to support the Bayern issuance.

42. If proven, the absence of consideration and the alleged fraudulent procurement of
the share issuance will establish that Bayern and GB II have no valid contractual or equitable
rights in the disputed shares and that the shares are void or voidable and subject to cancellation,
supporting HIRU’s declaratory-judgment claim.

43. Florida courts applying Chapter 86 recognize that declaratory and supplemental
coercive relief are appropriate to resolve disputes over corporate stock ownership and to
implement the court’s determinations, giving HIRU a substantial likelihood of success on its
requested declarations and ancillary relief.

Irreparable harm and inadequate remedy at law

44. If Empire removes the restrictive legends on the 380,000,000 shares and permits
trading, Bayern and/or GB II will be able immediately to sell a massive block of shares into a
relatively thin OTC market, causing a sharp decline in share price, severe dilution of existing
shareholders, disruption of pending and prospective transactions and financings, and loss of
investor confidence and reputation.

45. These harms are irreparable because they are diffuse, market-wide, and inherently
difficult to quantify, and because no money judgment against Bayern, GB II, or Empire could
restore the prior market conditions or recapture lost opportunities once the shares are sold into
the public float.

46. Florida appellate decisions hold that injunctive relief is appropriate where injuries
cannot be adequately remedied by damages or are too speculative and difficult to quantify, which
is the case here with the threatened dumping of allegedly unsupported shares into the public
markets.

47. HIRU also has no practical legal remedy to protect the large body of public
shareholders and prospective transaction counterparties who will suffer harm from the market
disruption, many of whom cannot feasibly pursue individual litigation, making equitable relief
the only effective mechanism to prevent the injury before it occurs.
Public interest and balance of equities

48. The public interest favors preserving the status quo and preventing the injection of
allegedly fraud-tainted or unsupported securities into the market, protecting existing shareholders
and the integrity of HIRU’s capital structure and of the public marketplace in general.

49. Florida’s declaratory-judgment framework expressly contemplates that courts
may grant additional and coercive relief, including injunctions, to prevent conduct that would
undermine the effectiveness of the court’s eventual declaration and the integrity of the subject
matter in dispute.

50. HIRU alleges that Bayern and GB II have not paid any consideration for the
disputed shares and thus have no legitimate economic interest in monetizing them, so an
injunction preventing them from doing so pending adjudication does not deprive them of any
legitimate investment value, while it protects HIRU and the investing public from significant
harm; the equities therefore strongly favor an injunction.

Necessity of immediate relief

51. Empire is in possession of the Keer Opinion and Bayern’s Letter of Instruction
and, absent contrary direction from this Court, will be expected in the ordinary course to process
the legend-removal request and enable trading or transfer of the disputed shares.

52. If HIRU must wait to obtain relief until after the legends are removed and the
shares are sold into the market, any later declaration in HIRU’s favor would be largely academic,
because the damage to HIRU’s market, reputation, and financing prospects—and to its public
shareholders—would already have occurred and would be practically irreparable.

53. HIRU’s counsel has notified Empire of the dispute and of HIRU’s intent to file
this action and has requested a stop and records preservation, satisfying the notice and
certification components relevant to emergency injunctive relief to the extent practicable.

Necessity of Bond

54. Rule 1.610(b) generally requires a bond in an amount the court deems proper to
cover costs and damages in the event of a wrongful injunction, but Florida courts recognize that
the bond may be nominal where the enjoined party faces little or no legitimate economic risk
from preservation of the status quo.

55. Because HIRU alleges that Bayern and GB II paid no consideration for the
disputed shares and thus have no legitimate economic interest in monetizing them, HIRU
respectfully requests that the Court either waive the bond requirement or set only a de minimis
bond.

WHEREFORE, HIRU respectfully requests that this Court:

A. Assume jurisdiction over this cause and the parties;

B. Enter an immediate temporary injunction, followed by a preliminary injunction, that:

1. Directs Empire Stock Transfer, Inc. to maintain all existing restrictions and stops
on the Bayern- and GB-II-related HIRU shares, including the 290,000,000 shares registered to
Bayern and the 90,000,000 shares attributed to or held for GB II, and prohibits Empire from
removing restrictive legends, issuing replacement certificates, or otherwise enabling trading or
transfer of such shares pending further order of this Court;

2. Enjoins Bayern Industries LLC, GB II PARTNERS INC., and their officers,
agents, servants, employees, attorneys, and all persons acting in concert with them, from
requesting or directing Empire or any other transfer agent, broker, or intermediary to remove
restrictive legends from, or to allow trades or transfers of, the disputed shares pending further
order of this Court;

3. Requires Empire to preserve all records, electronic and paper, and all contact
information relating in any way to the issuance, transfer, registration, legend-removal requests,
and any other actions concerning the Bayern and GB II shares, including those identified in
HIRU’s December 18, 2025 Freeze Letter.

C. Determine that no bond, or alternatively only a de minimis bond, is required under
Rule 1.610(b) given the absence of any actual investment or consideration by Bayern or GB II as
alleged;

D. Set this matter for the earliest available hearing on continuation of the temporary injunction
and on HIRU’s request for a preliminary injunction; and


E. Grant such other and further relief as the Court deems just and proper.

Dated: January 7, 2026.
Respectfully submitted,
/s/ Craig A. Huffman
Craig A. Huffman, Esq.
Florida Bar No. 116149
Law Offices of Craig A. Huffman
4910 Creekside Dr. Suite K,
Clearwater, Florida 33760
Telephone: [phone]
Primary E-Mail for Service:
[e-mail]
Secondary E-Mail: [e-mail]