7. Mina Mar is also in the business of buying and reselling publicly traded Pink Sheet and OTCBB shell corporations which are approved for trading by the SEC but which have no assets and no liabilities. ONTARIO SUPERIOR COURT OF JUSTICE B E T W E E N: MINA MAR GROUP INC. Plaintiffs and BELMONT PARTNERS LLC and JOPSEPH MEUSE Defendants STATEMENT OF CLAIM [...] 4. The Defendant, Belmont Partners LLC (hereinafter called Belmont) is an American company carrying on business at 360 Main Street, P.O. Box 393, Washington, Virginia, 22747 USA and at 654 Madison Avenue, Suite 1009, New York, NY 10021, USA. Belmont is in the same business as Mina Mar. The publicly traded companies for whom Belmont and Mina Mar consult are companies which are often registered as publicly traded companies on the OTCBB or the Pink Sheets exchanges. 5. The Pink Sheets and the OTCBB exchanges are regulated by the Securities Exchange Commission, a federal regulatory agency of the government of the United States. Companies listed on these exchanges are usually small and micro cap businesses who would not qualify for listing on the larger more well known exchanges such as the New York Stock Exchange (NYSE) and the NASDAQ. 6. The other defendant, Joseph Meuse is the principal of Belmont and had conducted all of the negotiations with Mina Mar. 7. Mina Mar is also in the business of buying and reselling publicly traded Pink Sheet and OTCBB shell corporations which are approved for trading by the SEC but which have no assets and no liabilities. These are commonly known as "clean shells" which are ready for other companies or individuals to purchase for the purpose of acquisition of or merger with other private business entities. The purpose is to transform such private business entities into publicly traded companies and in order to raise capital for the entity or in order that the shareholders of the private entity increase the liquidity or saleability of the shares of their company. For these reasons Mina Mar searches for "clean shells" from companies such as Belmont. 8. Belmont is fully aware what "clean shells" are, the purpose they serve, how essential it is for purchasers that shell companies which they sell be "clean" (meaning no liabilities nor contingent liabilities which would affect the value of the company). 9. In these circumstances Mina Mar and Zecevic, on behalf of Mina Mar purchased three companies from Belmont for the purpose of mergers and acquisitions with European and Asian companies. <b>10. Three Agreements of Purchase and Sale between Mina Mar and Belmont (hereinafter collectively called the Agreements) were signed in Toronto, Ontario in or about January and February 2009. The Agreements were not identical but required Belmont to provide three "clean shell" companies (hereinafter called the Companies) to Mina Mar.</b> 11. Pursuant to the Agreements Mina Mar was to pay Belmont US$200,000.00 per "clean shell". A down payment of US$25,000.00 per Company was paid into escrow and terms were agreed upon for the payment of the balance. 12. The amounts paid into escrow were not to be paid out until certain fundamental terms of the Agreements were complied with and which would have allowed the payments out of escrow. These terms are further described in this claim. 13. In accordance with the Agreements, prior to the deposits being released from escrow, either party could terminate upon written notice to the other; in that event the Agreements would become null and void and unenforceable. 14. On June 19, 2009 the Plaintiffs solicitor did write to the Defendants and did advise them that the Agreements are to be deemed null and void and that the deposit moneys should be returned to the Plaintiff, from escrow. Nevertheless the Defendants have refused to comply. 15. All of the terms for payment were contained in the three Agreements. The Agreements called for a schedule of monthly payments over a 9 to 10 month period. Payments were only to start 90 days after the Effective Date of the Agreements. 16. It is noteworthy that the Effective Dates of the Agreements never occurred as from the out set and for reasons set forth below the Defendants did not comply with fundamental terms of the Agreements. These failures to comply (set out below) prevented the parties from identifying an Effective Date from which to count the ninety day period for the commencement of the monthly payments. <b>17. The Companies purchased by Mina Mar had the following names and trading symbols: Vsheild Software Corp. - VSHE, King Resources Inc.; KING and Aztech Technology Partners, Inc. - AZTC (the public shell Companies). Belmont was advised by Mina Mar that Mina Mar had several clients with assets of Euros 2,000,000 to 3,000,000 which were available and ready for merger with the public shell Companies. </b> 18. Belmont was fully aware that the most important requirements for the Companies were proper and legal control of the public shell Companies in order to enable new shareholders to convey their shares and treasury shares and further that the Companies be clean shells with no liabilities, nor contingent liabilities which might materially affect the value of the Companies. 19. For the purpose of control and effective management of the Companies, Belmont was to deliver at least 60% to 67% of the common and preferred stock outstanding for each of the three public shell Companies and none were to have any liabilities. Nevertheless the Agreements did state that Belmont was to deliver 51% and/or 50.001% of the shares of each Company <a href="http://tinyurl.com/mgcx49" rel="nofollow" target="_blank">http://tinyurl.com/mgcx49</a>