1 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Miami Division 

www.flsb.uscourts.gov

In re: 

G&C INVESTMENT CORP., Case No.: 17-20150-LMI 

 Chapter 7 

 Debtor. 

__________________________________/ 

Adv. Case No.: 

MARCIA T. DUNN, Chapter 7 

Trustee of the Bankruptcy Estate 

of G&C INVESTMENT CORP., 

 Plaintiff, 

v. 

GOODWILL FUNDING, INC., 

a Florida corporation, 

CHAREL WINSTON, an individual, 

and WILLIS GEORGE VICTUM A/K/A 

WILLIS VICTORY, an individual. 

 Defendants. 

___________________________________/ 

COMPLAINT TO AVOID AND RECOVER 

FRAUDULENT TRANSFERS, UNJUST ENRICHMENT AND FRAUD 

 Marcia T. Dunn, as Chapter 7 trustee of the bankruptcy estate of G&C Investment Corp. 

(“Trustee”), sues Goodwill Funding, Inc. (“GW”), Charel Winston (“Ms. Winston”), and Willis 

George Victum a/k/a Willis Victory (“Mr. Victory,” and collectively with GW and Ms. Winston, 

the “Defendants”), and alleges as follows: 

I. JURISDICTION AND VENUE 

1. This is an adversary proceeding brought pursuant to Fed. R. Bank. P. 7001, 11 

U.S.C. § 541, 544, 548 and 550, Chapter 726, Fla. Stat., and other applicable law. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 1 of 27
2 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. 

3. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (E), (H) and 

(O), and the Trustee consents to the entry of final orders and judgment by the Bankruptcy Court. 

4. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. PARTIES 

5. The Trustee is the duly appointed Chapter 7 Trustee of the bankruptcy estate of 

G&C Investment Corp. (the “Debtor”) and brings this action solely in her capacity as trustee. 

6. GW is Florida corporation that conduced business in Miami-Dade County, Florida 

at all relevant times. 

7. Ms. Winston is an individual residing in California, is over the age of 18, and is sui 

juris. 

8. Mr. Victory is an individual residing in California, is over the age of 18, and is sui 

juris. 

III. PROCEDURAL BACKGROUND 

9. On August 10, 2017 (the “Petition Date”), this case was commenced by the filing 

of an involuntary petition for relief under Chapter 7, Title 11 of the United States Bankruptcy Code 

(the “Bankruptcy Case”). 

10. On November 7, 2017, the Court entered its Order for Relief in Involuntary Case

(the “Relief Date”). 

11. On December 20, 2017, the Trustee was appointed as the duly authorized and acting 

Chapter 7 Trustee of the Debtor’s bankruptcy estate. 

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3 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

IV. GENERAL BACKGROUND 

A. Mr. Garrido’s Fraud Through the Debtor 

12. As early as 2010, Mr. Jorge Garrido caused the Debtor to raise monies from 

investors to purportedly invest in different ventures – ranging from gem deals, funding start-up 

projects, participating in humanitarian platforms, and commodities trading. The common theme 

for all the investments was the false promise of generating large returns in a very short period of 

time, and in exchange the Debtor would earn a relatively small advance fee. 

13. Mr. Garrido was the Debtor’s owner, officer and controlling person. 

14. On October 1, 2018, Mr. Garrido was indicted by the United States of America as 

a result of the fraud he orchestrated through the Debtor (the “Indictment”). 

15. On May 23, 2019, Mr. Garrido pled guilty to a number of his crimes alleged in the 

Indictment, and on August 7, 2019, Mr. Garrido was sentenced to 70 months in federal prison and 

ordered to pay over $5,000,0000 in restitution. Attached as Exhibit A is Mr. Garrido’s Factual 

Proffer admitting to his crimes and his fraud (the “Fraud”). 

B. The Debtor’s Transfers to GW 

16. Prior to the Petition Date, the Debtor made three sets of transfers to GW, totaling 

$670,000, as follows: 

- $70,000 to Robert Anderson, Esq. (as escrow agent), on August 19, 2013, of which 

$69,000 was thereafter transferred to GW (the “$70k Transfer”); 

- $250,000 to Robert Anderson, Esq. (as escrow agent) on September 17, 2013, of which 

$245,000 was immediately transferred to GW (the “$250k Transfer”); and 

- $350,000 to GW on September 24, 2013, (the “$350k Transfer”). 

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4 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

Collectively, the $70k Transfer, $250k Transfer, and $350k Transfer shall be collectively referred 

to as the “Transfers.”

17. Attached as Exhibit B is a schedule of the Transfers. 

C. The $250k and $70k Transfers 

18. The Debtor made the $250k Transfer to GW pursuant to a “Memorandum of 

Understanding Agreement dated September 15, 2013 (the “MOUA Agreement”). A copy of the 

MOUA Agreement is attached as Exhibit C. 

19. Specifically, the MOUA Agreement provides that the Debtor was seeking “project 

funding with [GW] and/or its affiliates,” and in exchange for a payment of $250,000 from the 

Debtor, GW would wire $6,000,000 to the Debtor within 20 banking days. 

20. Pursuant to the terms of the MOUA Agreement, the Debtor made the $250k 

Transfer to GW. 

21. GW never delivered any monies to the Debtor pursuant to the MOUA Agreement. 

22. Moreover, GW never provided any value to the Debtor for the $70k Transfer. 

23. Upon information and belief, and upon receiving the $250k Transfer and $70k 

Transfer from Robert Anderson, Esq., GW transferred: $253,500 for the benefit of Mr. Victory to 

accounts he owned or controlled in the name of family members’ trust fund and a business account 

(collectively, the “Victory Transfers”); and $69,000 to Ms. Winston or for her benefit (the “First 

GW Transfer”), with the remaining amount of $5,600 being kept by Robert Anderson, Esq. as 

“escrow fees.” 

D. The $350k Transfer 

24. Upon information and belief, the Debtor made the $350k Transfer to GW as a loan 

such that GW would in turn lend money to a company called Venado Resources, LLC (“Venado”). 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 4 of 27
5 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

In turn, Venado was to purchase a collateralized mortgage obligation (“CMO”) from a company 

called BCNG, Inc. (“BCNG”). Upon the purchase of the CMO, BCNG was to provide a 

significant return to Venado, and upon information and belief, Venado would in turn share a 

substantial portion of the return with GW (the “BCNG/Venado Transaction”). 

25. Upon information, and unbeknownst to the Debtor, GW transferred $118,000 to 

Ms. Winston or for her benefit (the “Second GW Transfer”) of the $350k Transfer, and 

transferred the remaining monies (i.e. $232,000) to Venado and BCNG. 

26. Upon information and belief, Venado and BCNG were both wrongdoers that stole 

the $232,000. 

E. Ms. Winston and Mr. Victory 

27. Ms. Winston and Mr. Victory, who were business associates, worked together to 

lure the Debtor into making the above-referenced transactions to GW. 

28. Specifically, each promised the Debtor significant returns in exchange for the 

Transfers. 

29. At a minimum, both Ms. Winston and Mr. Victory knew that the MOUA 

Agreement was false and untrue. 

30. Mr. Victory has been involved in frauds similar to the fraud perpetrated on the 

Debtor, and on June 9, 2017, stipulated to a desist and refrain order issued by the Department of 

Business Oversight of the State of California. 

31. Unbeknownst to the Debtor, the $250k Transfer and $70k Transfer made pursuant 

to the MOUA Agreement were kept by Ms. Winston and Mr. Victory (through accounts he owned 

or controlled). 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 5 of 27
6 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

32. In addition, Ms. Winston, on behalf of GW, failed to disclose to the Debtor the true 

purpose of the $350k Transfer and that she would keep $118,000 of the $350k Transfer as her 

“profit.” 

33. Not surprisingly, at no point in time did GW ever provide any value, let alone 

refund the Transfers, to the Debtor. 

34. On multiple occasions, the Debtor demanded from the Defendants the return of the 

Transfers. 

35. Despite numerous promises to return the Transfers to the Debtor, the Transfers have 

not been returned and the Defendants have kept the Transfers. 

36. Neither GW, Mr. Victory, nor Ms. Winston ever provided any consideration to the 

Debtor in exchange for the Transfers. 

37. The Debtor was insolvent at all relevant times by virtue of the fact the Debtor was 

an entity engaged in fraudulent activities and was always unprofitable, had no meaningful assets 

other than funds which accompanied an obligation (either debt or equity) equal to or more than the 

funds themselves, and the numerous tort and other claims held by investors defrauded by the 

Debtor, which claims (in pertinent part) preceded the Transfers. 

38. All conditions precedent to the filing of this action have been performed, have 

occurred, or have been waived. 

COUNT I 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

Fla. Stat. §§ 726.105(1)(a) and 726.108 

Against GW 

39. The Trustee reasserts the allegations set forth in paragraphs 1 through 39 as if fully 

set forth herein. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 6 of 27
7 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

40. The Debtor made the $250k Transfer and $70k Transfer (collectively, the “$320k 

Transfers”) to GW within four years of the Petition Date. 

41. GW is the initial transferee of the $320k Transfers. 

42. The Debtor made the $320k Transfers to GW with the actual intent to hinder, delay, 

or defraud the Debtor’s creditors. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against GW (i) avoiding the $320k Transfers pursuant to Section 726.105(1)(a), Fla. Stat., and 

or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal to 

the amount or value of the $320k Transfers, plus interest and costs, pursuant to Section 726.108, 

Fla. Stat., and (iii) granting such other and further relief as this Court shall deem appropriate. 

COUNT II

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

Fla. Stat. §§ 726.105(1)(b) and 726.108 

Against GW 

43. The Trustee reasserts the allegations set forth in paragraphs 1 through 39 as if fully 

set forth herein. 

44. The Debtor made the $320k Transfers to GW within four years of the Petition Date. 

45. GW is the initial transferee of the $320k Transfers. 

46. The Debtor made the $320k Transfers to GW without receiving reasonably 

equivalent value in exchange for the $320k Transfers. 

47. At the time of the $320k Transfers, the Debtor was engaged in, or was about to 

engage in, a business or a transaction for which the remaining assets were unreasonably small in 

relation to the business or transaction. 

48. At the time of the $320k Transfers, the Debtor intended to incur or believed that it 

would incur, debts that were beyond its ability to pay as such debts matured. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 7 of 27
8 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

49. At the time the $320k Transfers were made, the Debtor had at least one unsecured 

creditor that could have avoided such transfer(s). 

50. By reason of the foregoing, the $320k Transfers to GW are avoidable and 

recoverable pursuant to Sections 726.105(1)(b) and 726.108, Fla. Stat., and or otherwise 

applicable law. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

against GW (i) avoiding the $320k Transfers pursuant to Section 726.105(1)(b), Fla. Stat., and or 

otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal to the 

amount or value of the $320 Transfers, plus interest and costs, pursuant to Section 726.108, Fla. 

Stat., and (iii) granting such other and further relief as this Court shall deem appropriate. 

COUNT III 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

Fla. Stat. §§ 726.106(1) and 726.108 

Against GW 

51. The Trustee reasserts the allegations in paragraphs 1 through 39 as if fully set forth 

herein.

52. The Debtor made the $320k Transfers to GW within four years of the Petition Date. 

53. GW is the initial transferee of the Transfers. 

54. The Debtor made the $320k Transfers to GW without receiving reasonably 

equivalent value in exchange for the $320k Transfers. 

55. At the time of the $320k Transfers, the Debtor was insolvent or became insolvent 

as a result of the $320k Transfers.

56. At the time the $320k Transfers were made, the Debtor had at least one unsecured 

creditor that could have avoided such transfer(s).

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 8 of 27
9 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

57. By reason of the foregoing, the $320k Transfers to GW are avoidable and 

recoverable pursuant to Sections 726.106(1) and 726.108, Fla. Stat., and or otherwise applicable 

law. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

against GW (i) avoiding the $320k Transfers pursuant to Section 726.105(1)(b), Fla. Stat., and or 

otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal to the 

amount or value of the $320k Transfers, plus interest and costs, pursuant to Section 726.108, Fla. 

Stat., and (iii) granting such other and further relief as this Court shall deem appropriate. 

COUNT IV 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

Fla. Stat. §§ 726.109 

Against Ms. Winston 

58. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

59. The $320K Transfers to GW are avoidable pursuant to §§ 726.105(1)(a), 

726.105(1)(b), 726.106(1), and 726.108(1)(a), Fla. Stat. 

60. Ms. Winston is the subsequent transferee of the First GW Transfer. 

61. Ms. Winston did not take the First GW Transfer in good faith, for value, nor without 

knowledge of the voidability of the transfer avoided. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the First GW Transfer Transfers pursuant to § 726.109 and 

or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal to 

the amount or value of the First GW Transfer, and (iii) granting such other and further relief as 

this Court shall deem appropriate. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 9 of 27
10 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

COUNT V 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

Fla. Stat. §§ 726.109 

Against Ms. Winston 

62. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

63. The $350K Transfer to GW is avoidable pursuant to §§ 726.105(1)(a), 

726.105(1)(b), 726.106(1), and 726.108(1)(a), Fla. Stat. 

64. Ms. Winston is the subsequent transferee of the Second GW Transfer. 

65. Ms. Winston did not take the Second GW Transfer in good faith, for value, nor 

without knowledge of the voidability of the transfer avoided. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the Second GW Transfer Transfers pursuant to § 726.109 

and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal 

to the amount or value of the Second GW Transfer, and (iii) granting such other and further relief 

as this Court shall deem appropriate. 

COUNT VI 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

Fla. Stat. §§ 726.109 

Against Mr. Victory 

66. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

67. The $320K Transfers to GW are avoidable pursuant to §§ 726.105(1)(a), 

726.105(1)(b), 726.106(1), and 726.108(1)(a), Fla. Stat. 

68. Mr. Victory is the subsequent transferee of the Victory Transfers. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 10 of 27
11 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

69. Mr. Victory did not take the Victory Transfers in good faith, for value, nor without 

knowledge of the voidability of the transfer avoided. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Mr. Victory (i) avoiding the Victory Transfers pursuant to § 726.109 and or otherwise 

applicable law; (ii) awarding the Trustee a money judgment in an amount equal to the amount or 

value of the Victory Transfers, and (iii) granting such other and further relief as this Court shall 

deem appropriate. 

COUNT VII 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.105(1)(a) and 726.108 

Against Ms. Winston 

70. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

71. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

72. GW made the First GW Transfer for the benefit of/to Ms. Winston with the actual 

intent to hinder, delay or defraud the Debtor. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the First GW Transfer pursuant to Section 726.105(1)(a), 

Fla. Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an 

amount equal to the amount or value of First GW Transfer, plus interest and costs, pursuant to 

Section 726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 11 of 27
12 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

COUNT VIII 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.105(1)(b) and 726.108 

Against Ms. Winston 

73. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

74. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

75. GW made the First GW Transfer for the benefit of/to Ms. Winston without 

receiving in exchange reasonably equivalent value. 

76. At the time of the First GW Transfer, GW was engaged in, or was about to engage 

in, a business or a transaction for which the remaining assets were unreasonably small in relation 

to the business or transaction. 

77. At the time of the First GW Transfer, GW intended to incur or believed that it would 

incur, debts that were beyond its ability to pay as such debts matured. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the First GW Transfer pursuant to Section 726.105(1)(b), 

Fla. Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an 

amount equal to the amount or value of First GW Transfer, plus interest and costs, pursuant to 

Section 726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

COUNT IX 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.106 and 726.108 

Against Ms. Winston 

78. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 12 of 27
13 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

79. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

80. GW made the First GW Transfer for the benefit of/to Ms. Winston without 

receiving in exchange reasonably equivalent value. 

81. At the time of the First GW Transfer, GW was insolvent. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the First GW Transfer pursuant to Section 726.106, Fla. Stat., 

and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal 

to the amount or value of First GW Transfer, plus interest and costs, pursuant to Section 726.108, 

Fla. Stat., and (iii) granting such other and further relief as this Court shall deem appropriate. 

COUNT X 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.105(1)(a) and 726.108 

Against Ms. Winston 

82. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

83. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

84. GW made the Second GW Transfer for the benefit of/to Ms. Winston with the 

actual intent to hinder, delay or defraud the Debtor. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the Second GW Transfer pursuant to Section 726.105(1)(a), 

Fla. Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an 

amount equal to the amount or value of Second GW Transfer, plus interest and costs, pursuant to 

Section 726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 13 of 27
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LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

COUNT XI 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.105(1)(b) and 726.108 

Against Ms. Winston 

85. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

86. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

87. GW made the Second GW Transfer for the benefit of/to Ms. Winston without 

receiving in exchange reasonably equivalent value. 

88. At the time of the Second GW Transfer, GW was engaged in, or was about to 

engage in, a business or a transaction for which the remaining assets were unreasonably small in 

relation to the business or transaction. 

89. At the time of the Second GW Transfer, GW intended to incur or believed that it 

would incur, debts that were beyond its ability to pay as such debts matured. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the Second GW Transfer pursuant to Section 726.105(1)(b), 

Fla. Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an 

amount equal to the amount or value of Second GW Transfer, plus interest and costs, pursuant to 

Section 726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

COUNT XII 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.106 and 726.108 

Against Ms. Winston 

90. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 14 of 27
15 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

91. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

92. GW made the Second GW Transfer for the benefit of/to Ms. Winston without 

receiving in exchange reasonably equivalent value. 

93. At the time of the Second GW Transfer, GW was insolvent. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Ms. Winston (i) avoiding the Second GW Transfer pursuant to Section 726.106, Fla. 

Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount 

equal to the amount or value of Second GW Transfer, plus interest and costs, pursuant to Section 

726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

COUNT XIII 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.105(1)(a) and 726.108 

Against Mr. Victory 

94. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

95. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

96. GW made the Victory Transfers for the benefit of/to Mr. Victory with the actual 

intent to hinder, delay or defraud the Debtor. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Mr. Victory (i) avoiding the Victory Transfers pursuant to Section 726.105(1)(a), Fla. 

Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount 

equal to the amount or value of Victory Transfers, plus interest and costs, pursuant to Section 

726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 15 of 27
16 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

COUNT IX 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.105(1)(b) and 726.108 

Against Mr. Victory 

97. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

98. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

99. GW made the Victory Transfers for the benefit of/to Mr. Victory without receiving 

in exchange reasonably equivalent value. 

100. At the time of the Victory Transfers, GW was engaged in, or was about to engage 

in, a business or a transaction for which the remaining assets were unreasonably small in relation 

to the business or transaction. 

101. At the time of the Victory Transfers, GW intended to incur or believed that it would 

incur, debts that were beyond its ability to pay as such debts matured. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Mr. Victory (i) avoiding the Victory Transfers pursuant to Section 726.105(1)(b), Fla. 

Stat., and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount 

equal to the amount or value of Victory Transfers, plus interest and costs, pursuant to Section 

726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

COUNT XV 

Avoidance and Recovery of Fraudulent Transfers Pursuant to 

11 U.S.C. § 541 and Fla. Stat. §§ 726.106 and 726.108 

Against Mr. Victory 

102. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 16 of 27
17 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

103. At all times from in or around August 19, 2013, the Debtor was a creditor of GW. 

104. GW made the Victory Transfers for the benefit of/to Mr. Victory without receiving 

in exchange reasonably equivalent value. 

105. At the time of the Victory Transfers, GW was insolvent. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against Mr. Victory (i) avoiding the Victory Transfers pursuant to Section 726.106, Fla. Stat., 

and or otherwise applicable law; (ii) awarding the Trustee a money judgment in an amount equal 

to the amount or value of the Victory Transfers, plus interest and costs, pursuant to Section 

726.108, Fla. Stat., and (iii) granting such other and further relief as this Court shall deem 

appropriate. 

COUNT XVI 

Unjust Enrichment 

Against GW 

106. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

107. The Debtor made the $320k Transfer and $70k Transfer to GW pursuant to the 

MOUA Agreement. 

108. Specifically, each promised the Debtor significant returns in exchange for the 

Transfers. 

109. At a minimum, both Ms. Winston and Mr. Victory knew that the MOUA 

Agreement was false and untrue. 

110. The Trustee pleads this count in the alternative to her legal claims. 

111. The Trustee does not have an adequate remedy at law, and therefore, is entitled to 

relief under the equitable doctrine of unjust enrichment. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 17 of 27
18 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

112. The Debtor conferred a benefit on GW by virtue of the Transfers. 

113. GW had knowledge of the benefit of the Transfers conferred upon it. 

114. GW voluntarily accepted and retained the benefit of the Transfers conferred upon 

it. 

115. Under the circumstances, it would be inequitable for GW to retain the benefit of 

the Transfers conferred upon it. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against GW in the amount of the Transfers, plus interest and costs, and granting such other 

and further relief as this Court shall deem appropriate. 

COUNT XVII 

Fraud 

Against GW, Ms. Winston, and Mr. Victory 

116. The Trustee reasserts the allegations set forth in paragraphs 1 through 43, 45 – 51, 

and 53 – 58, as if fully set forth herein. 

117. The Debtor made the $320 Transfers to GW pursuant to the MOUA Agreement. 

118. Both Ms. Winston and Mr. Victory promised the Debtor significant returns in 

exchange for the $320 Transfers. 

119. Specifically, the MOUA Agreement provides that the Debtor was seeking “project 

funding with [GW] and/or its affiliates,” and in exchange for a payment of $250,000 from the 

Debtor, GW would wire $6,000,000 to the Debtor within 20 banking days. 

120. GW never delivered any monies to the Debtor pursuant to the MOUA Agreement. 

121. Both Ms. Winston and Mr. Victory knew that the MOUA Agreement was false and 

untrue, and that the representations made by them regarding the MOUA Agreement were false, 

which representations were relied on by the Debtor. 

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 18 of 27
19 

LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

122. As a result of GW’s, Ms. Winston’s, and Mr. Victory’s fraud, and the Debtor’s 

reasonable reliance thereon, the Debtor has suffered damages. 

WHEREFORE, the Trustee requests that the Court enter judgment in favor of the Trustee 

and against GW, Ms. Winston, and Mr. Victory in the amount of the $320k Transfers, plus interest 

Dated: November 6, 2019. 

Respectfully submitted, 

 

s/ Daniel N. Gonzalez 

Daniel N. Gonzalez, Esquire 

Florida Bar No. 592749 

dgonzalez@melandrussin.com

MELAND RUSSIN & BUDWICK, P.A. 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Telephone: (305) 358-6363 

Telecopy: (305) 358-1221 

Attorneys for the Trustee 

 and 

 Michael P. Dunn, Esq. 

Florida Bar No. 100705 

michael.dunn@dunnlawpa.com 

 DUNN LAW, P.A. 

66 West Flagler Street, Suite 400 

Miami, Florida 33130 

Telephone: (786) 433-3866 

Telecopy: (786) 260-0269 

Co-Counsel for Plaintiff, Marcia T. Dunn, 

as Chapter 7 Trustee

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 19 of 27
EXHIBIT A

Case l:18-cr-20784-CMA Document 31 Entered on FLSD Docket 05/23/2019 Page 1 of 2

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Case No.: 18-20784-CR-ALTONAGA

, UNITED STATES OF AMERICA,

v.

JORGE GARRIDO,

Defendant.

FACTUAL PROFFER

Had this case proceeded to trial, JORGE GARRIDO and the Government agree that the

Government would have proven the following facts beyond a reasonable doubt. The parties agree

that these facts, which are true, do not include all facts known to the Government and the defendant

relating to the Indictment. The parties agree that these facts are sufficient to prove the guilt ofthe

Defendant as to Count 1 ofthe above-referenced Indictment: • From in or around 2010, through in or around June 2017, in the Southern District ofFlorida

and: elsewhere, the Defendant conspired with Peter Block and others, to defraud certain

individuals. This Defendant and others participated in a scheme to defraud that raised money from

' advance fees, purportedly for, among other things, funding start-up projects, participating in

humanitarian platforms, monetizing bank instruments, and engaging in platform trading. The

victims relied on the Defendant's materially false and fraudulent representations, and then

GARRIDO and others misappropriating these advance fees for the defendant and his co

conspirators' personal use.

This conspiracy occurred by means ofmaterially false and fraudulent pretenses, as well as

material omissions, to knowingly devise a scheme and artifice to defraud and to obtain money and . property through the delivery of certain wire communications, contrary to Title 1 8, United States

Code, Section 1343, and all in violation ofTitle 18, United States Code, Section 1349.

GARRIDO was the president, director and registered agent of G & C Investment Corp.

("G&C"), which was a Florida corporation that purportedly had "relationships with suppliers,

buyers, and sellers of fuel and sugar products" and acted as a commodities trader. G&C claimed

to "have developed close ties with the most important people in the industry."

In or around 2010, GARRIDO approached potential investors and promoted himself as

someone who could generate large sums of money in return for a relatively small advance fee. In

or around 2010, GARRIDO began receiving investor funds via U.S. mail and bank wires, and

depositing their money into bank accounts he controlled. In return for money detained from

investments in advance, GARRIDO promised to generate staggering returns of 15 times, 20 times,

or more of an investor's advance fee. GARRIDO promised to provide returns within a short time

EXHIBIT A

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 20 of 27
Case l:18-cr-20784-CMA Document 31 Entered on FLSD Docket 05/23/2019 Page 2 of 2

frame, typically 30 to 45 banking days. GARRIDO eased investor concerns about the safety and

security of their principal by having investors transfer their money to Block, a co-conspirator

attorney escrow account, where, according to GARRIDO, the funds could not be transferred from

the attorney to GARRIDO before GARRIDO generated returns on the investments. In truth, after

investors wired their money to the account, the attorney took a portion ofthe funds for his own

benefit and wired the rest ofthe advanced fee money to GARRIDO. • GARRIDO also guaranteed the safety ofinvestors' principal by stating that he owned U.S.

Treasury Notes and claimed the notes as collateral. In truth, the U.S. Treasury Notes did not exist.

Furthermore, GARRIDO and his co-conspirators used false and fraudulent emails from a financial

advisor at a financial institution purporting to vouch for the existence of the notes. GARRIDO

also guaranteed the safety ofinvestors' principal by claiming that he held a standby letter ofcredit

from JP Morgan Chase as collateral. In truth, the standby JP Morgan Chase letter ofcredit did not

exist. Furthermore, GARRIDO and his co-conspirators used false and fraudulent financial

documents to investors to vouch for the existence ofthe standby letter of credit.

This Defendant and his co-conspirators made numerous materially false and fraudulent

statements to investors and withheld material facts, including, but not limited to; that banking

instruments provided to investors by GARRIDO, including but not limited to a $30,000,000

"Standby- Letter of Credit" from JP Morgan Chase, were legitimate and authentic banking

instruments; that GARRIDO never had funds to repay investors' principal or returns; that

GARRIDO and his co-conspirators would use nearly all the investor funds for their personal

benefit. .. . i»

Date: fTAy/ 1 / Roger Cruz /

Assistant Uniiei Attorney

Date:

'Samuel Rabin

Attorney fpr-Befendant

Date: V A/ / f By:

Jorge Gam<

DefenaAtir

2

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 21 of 27
Bank Name Account Name

Account 

No. Date

Transaction 

Type

Check 

No. Payee Amount

HSBC G&C Investment Corp. 362041024 08/19/13 Wire N/A Robert J. Anderson, Esquire $ (70,000.00)

HSBC G&C Investment Corp. 362041024 09/17/13 Debit N/A Robert J. Anderson, Esquire (250,000.00)

$ (320,000.00)

HSBC G&C Investment Corp. 362041024 09/24/13 Wire N/A Goodwill Funding Inc. $ (350,000.00)

$ (350,000.00)

$ (670,000.00)

Total Transfers to Goodwill Funding

Total Transfers to Robert J. Anderson, Esquire and Goodwill Funding

Transfers to Robert J. Anderson, Esquire and Goodwill Funding

During the Period of August 19, 2013 through September 24, 2013

(Sorted Chronologically )

Total Transfers to Robert J. Anderson, Esquire

Page 1 of 1

EXHIBIT B

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 22 of 27
EXHIBIT C

y

Goodwill FIjnding I no.

Memorandum of Understanding Agreement (MOUA)

Drafted on this I?4 day of -September. 2013

By and between

Goodwill Funding Inc.. and/or its affiliates

And

Jopge Garrido, President of G&C Investment Corp

WHEREAS. Goodwill Fiiiiding Inc.r and/or its affiliates has a desiie to enter into a funding

transaction with Jorge Ganido, President of G&C Investment Corp. and is offering G&C

Investment Corp project funding in the amount ofSfi.GOO.OOO (Six Million USD Dollars).

Funding continences in 24 hours with a funding schedule as follows: $2,500,000 (Two Million

Five Hundred Thousand US Dollars in or before 4S hours or less and S3. 500.000 (Three Million

Five Hundred Thousand US Dollars) within 20 banking days, for a total of 6 million dollars.

WHEREAS, G&C Investment Ccup. is seeking project funding with Goodwill Funding Inc.

and/or its affiliates. G&C Investment Corp has the capacity to wire transfer the amotiut of

$250,000 USD (Two Hundred Fifty Thousand US Dollars) into a designated Attorney Robert

Anderson Esquire Escrow Account as a participation fee. within 24 hours of signing this

agreement.

NOW, THEREFORE, in consideration ofthe premises and the mutual covenants contained in

this Agreement, the parties agree as follows:

Goodwill Funding, and or its affiliates Responsibility: After receipt ofthe funds that are to be

wrired into Goodwill Funding Inc. designated Attorney Robert Anderson Esquire Escrow

Account by G&C Investment C cup in the amount of $250,000 USD (Two Hundred Fifty7

Thousand US Dollars), will trigger Funders. and/or its affiliate's collateral. - $500,000.00 ofa

publically traded stock with a margin call through Morgan Stanley. Goodwill Funding Inc..

a lid,;oi its affiliates will wire G&C Investment Corp. Sd.OOO.GOO (Six Million USD Dollars).

Funding commences in 24 hours ivirh a funding schedule as follows; £2.500,000 (Two Million

Five Hundred Thousand US Dollars) in .or before 48 hours or less and 53.500,000 (Three

Million Five Hundred Thousand US Dollars)within 20 banking days, for a total of6 million

dollars.

EXHIBIT C

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 23 of 27
Upon receiving $250,000 USD (Two Hundred Fifty Thousand US Dollars) transferred by G&C

Investment Coip into a Goodwill Funding Inc. designated Attorney Robert Anderson Esquire

Escrow Account, the following shall occur:

1 . Within the same day will trigger Flinders, and/or its affiliate's collateral. - $500,000.00

of a publically traded stock with a margin call through Morgan Stanley.

2. Funding commences in 24 hours with a funding schedule as follows: $2,500,000 (Two

Million Five Hundred Thousand US Dollars)in /or before 48 hours or less and S3. 500. 000

(Three Million Five Hundred Thousand US Dollars)within >0 banking days, for a total of

6 million dollars.

3. Default C Lmse If either party fails to perform to the obligations of this agreement a Notice ofDefault Letter will be issued by either party. The Party in Non-Performance

will have 24 hours to comply with this Agreement or be in Default.

If a true default happens and upon written demand the escrow attorney

shall be responsible for getting the stock converted to cash by Knight

and Free the attorneys that hold the blocked stock and send forge

Garrido, President ofG&C Investment Corp S35G.OOO US. Dollars.

Jorge Gamdo. President of GAC Investment Corp FLesponsifailitv: C&C Investment Cm p

responsibility will be to arrange for a participation fee. of $250,000 USD [Two Hundred Fifty

Thousand US Dollars), via wire transfer into a designated Attorney Robert Anderson Esquire

Escrow Account (See EXHIBIT "A") Such transaction may come directly from G&C

Investment Corp or from any third party arranged by G&C Investment Coip.

TO SUMMARIZE

a) G&C Investment Corp shall anmige for the participation fee via wire timisfer of

$250,000 USD (Two Hundred Fifty Thousand US Dollars} into a designated Attorney

Robert Anderson Esquire Escrow Account. Within the same day will trigger Funders.

and/or its affiliate's collateral, - $500,000.00 of a publically traded stock with a

margin call through Morgan Stanley.

b) Funding commences in 24 hours with a funding schedule as follows; : $2.o00.000 (Fw:o

Million Five Hundred Thousand US Dollarsjin /or before 48 hours or less and

S3. 5 00. 000 (Three Million Five Hundred Thousand US Dollars)within >0 banking days,

for a total ofb million dollars.

EXHIBIT "A"

ATTORNEY CLIENT j TRUST ACCOUNT TO WIRE THE $250,000.00

Atty. Escrow Account Bank of America

Atty. Name

Atty. Address

Account Number

Robert Anderson Esquire

1510 the Alameda, San Jose, CA 95126

164100273631

Swift Account Number BOFAUS3N

Branch Number 000101

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 24 of 27
Routing Number 12100035a

On Behalf Of G&C Investment Corp

a) Benefit of the Trailsacti on: The funds generated from the above stated

transaction will enable G&C Investment Corp to receive project funding in 24

hours with a funding schedule as follows: S2.50O.0O6 (Two Million Five Hundred

Thousand US Dollars)in /or before 48 hours or less and S3. 500.6 00 (Three

Million Five Hundred Thousand US Do Liars)within 20 banking days, for a total of 6

million dollars, after wire transferring funds in the amount of 5250,000 USD

(Two Hundred Fifty Thousand US Dollars), G&C Investment Corp, may place ali or a portion of tlieir money of this return with Goodwill Funding Inc., and/or

its affiliates, for further project funding efforts under a separate MOU.

Term: This agreement shall commence on the Effective Date as signed below and shall remain

in effect until the completion of the transaction.

1 . Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Parties

and their Agents.

2. Headings: The headings contained in this Agreement are used for reference purpose only,

and shall not be construed to define, limit or affect the construction or interpretation hereof.

3. Amendments: This Agreement may be amended only in UTiting. signed and sealed by the

signatory parties to the contract.

4. Entire Aamnmt: This Agreement contains tire entire Agreement between the parties

hereto relating to the rights herein granted and the obligations herein. Any oral

representation or modifications concerning the Agreement must be in writing signed by all

parties hereto.

5. Construction: This Agreement has been drafted by both parties and as a result any

ambiguities shall not beToustrued for or against either party.

6. C ountgrgai rs: This Agreement may be executed in two (21 or more counterparts, and each

counterpart shall be deemed to be an original.

This contract can and will be modified to support changes in business climate with proper

addendum and consent by both parties.

Legal Disclosures

1. ProprietaiT Information: G&C Investment Corp acknowledges that its relationship with

the Goodwill Funding Inc.. and/dr its affiliates is one of high trust and confidence and that,

in the course of its service to G&C Investment Coip will have access to Proprietary

Information. Goodwill Fun ding Inc.. and/or its affiliates acknowledges that its relationship

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 25 of 27
with the G&C Investment Coip is one of high trust and confidence and that, in the course

of its service to G&t Investment Coi p. Goodwill Funding Inc.. anchor its affiliates will

have access to Proprietary Information. Both parties agree to hold all such Proprietary

Infonnation (as defined herein) in strict confidence, not to disclose it to others or use it in any

way, commercially or otherwise, except in performing the Sen- ices, and not to allow any

unauthorized person access to it. either before or afler expiration or termination of this

Agreement. Both parties further agree to take all action necessary to protect the

confidentiality of the Proprietary Information including, without limitation, implementing

and enforcing operating procedures to minimize the "possibility of unauthorized use or

copying of the Proprietary Information. For purposes of this Agreement. "'Proprietary

Information" shall mean a11 information (whether or not patentable and whether or not

copyrightable), by way of illustration and not limitation, owned, possessed, or used by the

G&C Investment Corp. including, without limitatioiL the existence, terms and conditions of

this Agreement, any Invention (as defined herein), formula, vendor information, customer

tnformation apparatus, equipment, trade secret, process, research, report, technical data,

know-how, computer program, software, software documentation, hardware design,

technology, marketing or business plan, forecast, unpublished financial statement, budget,

license, price, cost and emplovee list that is communicated to: learned of. developed" or

otherwise acquired Goodwill funding luc., and,or its affiliates in the course of G&C

Investment Corp Project Funding. Upon Termination of this Agreement or at any other time

upon request by the Goodwill Funding Inc.. and or its affiliates,

2 Goodwill Funding Inc.. and/or its affiliates and G£C" Invesrment Corp. do hereby attest

and warrant lie/she lias never been comic ted under, or been the subject of. auv

investigation with respect to:

§ Tire Bank Secrecy Act Anti-Money Laundering (latest version): and

§ The Drug Trafficking Act of 19Sb (latest version): and

§ The Criminal Act of 1988 (latest version); and

§ The Prevention ofTerrorism (Temporary Provisions) Act of 1989 (latest version); and

§ The Criminal Justice (International Cooperation) Act of 1990 [latest version): and

§ The Criminal Justice Act of 1993 (latest ^lersion): and

§ The Anti-Terrorism Act and the USA Patriot Act I and II (2003 and latest revision): and

§ The Electronic Funds Transfer Act 1978 (latest version): and

§ Homeland Security Act of 2002 (latest version).

3. Equitable Remedies: Because the Services are personal and unique and because G&C

Investment Coip will have access to Proprietary Information ofthe Goodwill Funding Inc..

and/or its affiliates, and vice versa, both parties will have the right to enforce this

Agreement and any of its provisions by injunction, specific performance or other equitable

relief without prejudice to any other rights and remedies that either party may have for a

breach of this Agreement.

4. Governing Law: Jin isdicliou: This Agreement shall be governed by and constated in

accordance with the internal laws of the State of California without giving effect to any

choice or conflict of law provision or rule (whether of the State of California or any other

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 26 of 27
jurisdiction) that would cause die application of laws of any jurisdictions other than those of

the State of California. Any and all legal disputes will go through arbitration process for

resolution of this contract, this Contract is being provided on a confidential basis and at no

time shall either party disclose or otherwise reveal to any third party any confidential

infomiatioiL code or reference and or any such information advised to the other party as being confidential or privileged without the formal written permission ofthe other party.

The information presented by G&C Divestment Corp is not in any way considered or

intended to be solicitation of funds of any sort, or any type of offering, but is intended for

Project Funding. GJtC Investment Corp and your associates have requested information

from Goodwill Funding Inc.. and/or its affiliates of your own choice and free will, and

further that Goodwill Funding Inc., and/or its affiliates have not solicited GSzC

Investment Corp in any way.

If is understood that this contract transaction is strictly private, and that it is in no way relying

upon or relating to the United States Securities Act of 1933 or related regulations, arid it does

not involve the sale of registered securities. Further. Goodwill Funding Inc.. and/or its

affiliates hereby declares and G&C Investment Coip is aware that Goodwill Funding Inc..

and/or its affiliates is nor a licensed broker or government employee Goodwill Funding

Inc.. and.'oi' its affiliates and G&C Investment Coip have mutually agreed that this private

transaction is exempt horn the Securities Act. and is not intended for the general public, and

all matters are for PRIVATE USE ONLY.

This communication includes by reference and incorporates the Standard International NonCircumvention Agreement and conditions as set forth by the International Chamber of

Commerce (ICC Publication 500. revised 1994) and is to be applied to any and all

transactions between the parries for a period oftwo (5) years

IN WITNESS WHEREOF, this Agreement has been executed by the parties to this Agreement as ofthe date first set forth above.

t

m 2013

Chare! Winston. C.F.O ofGoodwill Funding Inc. Date

-J?

i > 0-

September 15. 2013

forge Ganido, President of G&C Investment Corp Date

Case 19-01819-LMI Doc 1 Filed 11/06/19 Page 27 of 27