Exhibit 10.25


 





BRIAN R. KATZ


California State Bar No. 88895


Attorney at Law


4364 Town Center Boulevard, Suite 207


El Dorado Hills, CA 95762


Telephone: 916-933-5266


Facsimile: 916-933-7866


e-mail: brian@katzbusinesslaw.com


 


Attorney for: MyECheck, Inc.


 


UNITED STATES DISTRICT COURT



EASTERN DISTRICT OF CALIFORNIA
- SACRAMENTO DIVISION


 


	MYECHECK, Inc., a California corporation,	)	CASE NO.  
	 	)	 
	Plaintiff,	)	 
	 	)	 
	—  vs. —	)	COMPLAINT FOR 
	 	)	DECLARATORY RELIEF FOR 
	SWEETSUN INTERTRADE, INC., SEVEN 	)	CANCELLATION OF SHARE 
	MILES SECURITIES, TITAN	)	CERTIFICATES; DAMAGES FOR 
	 INTERNATIONAL SECURITIES, INC.,	)	FRAUD;  PRELIMINARY AND 
	 SCOTTSDALE CAPITAL ADVISORS	)	PERMANENT INJUNCTIONS
	 CORPORATION, and Does 1 — 20, Inclusive,	)	 
	 	)	 
	 	)	 
	Defendants.	)	 
	 	)	 
	 	)	 


 


MYECHECK, INC., plaintiff in the above-captioned
matter, and for its Complaint against defendants SWEETSUN INTERTRADE, INC., SEVEN MILES SECURITIES, TITAN INTERNATIONAL SECURITIES,
INC., SCOTTSDALE CAPITAL ADVISORS CORPORATION, and Does 1 — 20, Inclusive, herein alleges as follows:


 




    	-1-
COMPLAINT



    	 



    

 


NATURE AND BASIS OF ACTION


 


1.          This
is a civil action in which MYECHECK, INC., seeks against defendants SWEETSUN INTERTRADE, INC., SEVEN MILES SECURITIES, TITAN INTERNATIONAL
SECURITIES, INC., SCOTTSDALE CAPITAL ADVISERS CORPORATION, and Does 1 — 20, Inclusive, a Court Order declaring that the 1,440,000,000
shares in plaintiff corporation issued to defendants SWEETSUN INTERTRADE, INC., SEVEN MILES SECURITIES, and TITAN INTERNATIONAL
SECURITIES, INC., should be cancelled due to fraud in the inducement and extrinsic fraud, and injunctive relief and recovery of
its costs and attorneys’ fees.


 


PARTIES


 


2.          MYECHECK,
INC. [“MYEC”], is a corporation incorporated under the laws of the State of Wyoming, is a citizen of the State of Wyoming,
is duly registered in California as a foreign corporation, and maintains its principal place of business in Folsom, Sacramento
County, California.


 


3.          Upon
information and belief, defendant SWEETSUN INTERTRADE, INC., [“SWEETSUN”], is a corporation established under the laws
of the country of Belize, and is a citizen of the country of Belize.


 


4.          Upon
information and belief, defendant SEVEN MILES SECURITIES [“SEVEN MILES”], is a corporation established under the laws
of the country of Grand Cayman, is a citizen of the country of Grand Cayman, and maintains its principal place of business at 724
Britannia Drive, Seven Mile Beach Grand Cayman, Cayman Islands.


 




    	-2-
COMPLAINT



    	 



    

 


5.          Upon
information and belief, defendant TITAN INTERNATIONAL SECURITIES, INC, [“TITAN”], is a corporation established under
the laws of the country of Belize, is a citizen of the country of Belize, and maintains its principal place of business at Belize
City, Belize.


 


6.          Defendant
SCOTTSDALE CAPITAL ADVISORS CORPORATION [“SCOTTSDALE CAPITAL”] is a corporation established under the laws of the State
of Arizona, is a citizen of the State of Arizona, and maintains its principal place of business at 7170 E McDonald Drive, Suite
6, Scottsdale, Arizona.


 


7.          Upon
information and belief, defendants designated herein as Does 1 through 20, Inclusive, hold some of the shares of stock in plaintiff
MYEC, that were originally issued to defendants SWEETSUN, SEVEN MILES, and TITAN as described
herein. Plaintiff will seek leave of the Court to amend this complaint to show defendants Does 1 through 20’s, true names
and capacities as soon as they are ascertained.


 


JURISDICTION
AND VENUE


 


8.          This
Court has exclusive jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1332. The Court has supplemental
jurisdiction over the state and common law claims pursuant to 28 U.S.C. § 1367.


 


9.          Venue
in this Court because the issuance of shares, and false representations as alleged below, took place within the County and State
in which this Court is located.


 




    	-3-
COMPLAINT



    	 



    

 


FACTUAL BACKGROUND


 


10.         On
November 9, 2010, plaintiff MYEC entered into a settlement agreement with Tangiers Investors, L.P., a Delaware Limited Partnership
[“TANGIERS”], wherein MYEC agreed to turn over to TANGIERS the convertible debenture of shares of stock pledged as
security for a promissory note in the sum of $32,200. However, plaintiff MYEC did not turn over the convertible debenture of shares
of stock to TANGIERS, and thus was still indebted to TANGIERS.


 


11.         In
2011, TANGIERS began legal enforcement action against plaintiff MYEC.


 


12.         In
2012, Defendant SWEETSUN represented to plaintiff MYEC that it had purchased the promissory note from plaintiff MYEC to TANGIERS,
and was exercising its rights to convert the note to shares in MYEC.


 


13.         In
2012, in an attempt to forestall TANGIERS’ legal enforcement action, and in an effort to satisfy plaintiff MYEC’s obligation
on the promissory note originally given to TANGIERS, plaintiff MYEC agreed to issue 255,000,000 shares as directed by defendant
SWEETSUN.


 


14.         On
or about December 21, 2011, plaintiff MYEC issued 255,000,000 shares to defendant TITAN as directed by defendant SWEETSUN. Plaintiff
is informed and believes that the share certificates representing those shares were sent to defendant SCOTTDALE CAPITAL.


 




    	-4-
COMPLAINT



    	 



    

 


15.         Plaintiff’s
issuance of the 255,000,000 shares to defendant SWEETSUN was based on the representations by SWEETSUN that SWEETSUN had purchased
from TANGIERS the promissory note secured by the convertible debenture of shares of stock.


 


16.         The
representations by defendant SWEETSUN were false; in fact, SWEETSUN did not purchase the promissory note secured by the convertible
debenture of shares of stock from TANGIERS at any time.


 


17.         Following
the first issuance of MYEC shares, defendant SWEETSUN caused plaintiff’s transfer agent to fraudulently issue additional
shares in MYEC, none of which was authorized by plaintiff MYEC. The date, the names of the issuee, and the number of shares are
as follows:


 


	  01-04-2013	SEVEN MILE	275,000,000
	  01-09-2013	SWEETSUN	260,000,000
	  05-10-2013	SWEETSUN	350,000,000
	  08-22-2013	SWEETSUN	300,000,000


 


18.         Plaintiff
first learned of the falsity of defendant SWEETSUN’s representations, and the fraudulent issuance of the additional shares,
in October 2013.


 


19.         On
October 11, 2013, plaintiff MYEC and TANGIERS entered into a Settlement Agreement whereby Sierra Global, LLC agreed to pay TANGIERS
the sum of $45,500, and upon receipt of payment, TANGIERS agreed to turn over the convertible debenture
of shares of stock to Sierra Global, LLC.


 




    	-5-
COMPLAINT



    	 



    

 


20.         In
that October 11, 2013, Settlement Agreement, TANGIERS represented that it owned the convertible debenture of shares of stock and
had not assigned any part of it.


 


21.         On
October 30, 2013, Sierra Global, LLC, paid $22,750 to TANGIERS.


 


22.         On
or about November 2013, plaintiff MYEC notified defendant SWEETSUN that the issuance of the shares in MYEC had been obtained fraudulently
and was being cancelled.


 


23.         On
or about November 13, 2013, plaintiff MYEC notified defendant SCOTTSDALE CAPITAL that the issuance of the shares in MYEC had been
obtained fraudulently and was being cancelled, and plaintiff requested that defendant SCOTTSDALE CAPITAL freeze trading in those
shares.


 


24.         Plaintiff
is informed and believes and thereon alleges that SCOTTSDALE CAPITAL did freeze trading in MYEC’s shares for some period
of time, however, on January 16, 2014, plaintiff MYEC received an e-mail from defendant SCOTTSDALE CAPITAL stating that they could
not continue a freeze in trading in the shares in MYEC without a Court-issued temporary restraining order.


 


25.         On
September 22, 2014, plaintiff MYEC paid $22,750 to TANGIERS.


 


26.         On
October 9, 2014, TANGIERS acknowledged that it had been paid in full and assigned the convertible
debenture of shares of stock to plaintiff MYEC.


 




    	-6-
COMPLAINT



    	 



    

 


27.         On
or about October 3, 2014, plaintiff MYEC received a letter from defendant SWEETSUN’s legal counsel threatening to file a
lawsuit against plaintiff unless plaintiff paid defendant SWEETSUN $105,000, the amount that defendant’s counsel claimed
was the amount owing on plaintiff’s note to TANGIERS.


 


28.         As
of the time of filing this Complaint, the shares that MYEC issued to defendant SWEETSUN, and the shares that were otherwise fraudulently
issued are held by the following defendants in the amounts set forth next to their respective name:


 


	SEVEN MILES:	275,000,000
	TITAN:	255,000,000
	Unknown:	    5,000


 


29.         The
current value of the 530,005,000 shares described immediately above is approximately $16,000,000.


 


30.         The
amount in controversy is in excess of $75,000, to wit: $16,000,000.


 


FIRST CAUSE OF ACTION


(Declaratory Relief Against
All Defendants)


 


31.         This
cause of action includes paragraphs 1 through 30, as set forth above.


 


32.         A
dispute has arisen between plaintiff MYEC on the one hand, and defendants SWEETSUN, SEVEN MILES, TITAN, and SCOTTSDALE CAPITAL,
on the other concerning the 1,440,000,000 shares issued to defendants SWEETSUN, SEVEN MILES, TITAN, and SCOTTSDALE CAPITAL. Plaintiff
contends that the issuance of the initial 255,000,000 shares to TITAN was void from the inception and should be cancelled because
defendant SWEETSUN falsely represented to plaintiff that defendant SWEETSUN had purchased the promissory note from TANGIERS, and
that the issuance of the 1,185,000,000 shares of MYEC to defendants SEVEN MILES and SWEETSUN was void in the inception and should
be cancelled because the issuance was without plaintiff’s authorization; plaintiff is informed and believes that defendants
dispute these contentions.


 




    	-7-
COMPLAINT



    	 



    

 


33.         A
Declaration from this Court is appropriate at this time so that plaintiff and defendants can know the true ownership of the 1,440,000,000
shares in dispute and govern their actions accordingly.


 


SECOND CAUSE OF ACTION


(Damages For Fraud Against
Defendant SWEETSUN)


 


34.         This
cause of action includes paragraphs 1 through 30, as set forth above.


 


35.         Defendant
SWEETSUN made the representations to plaintiff knowing that they were false and with the intention to deprive plaintiff of its
property rights.


 


36.         Plaintiff
MYEC relied on the representations of defendant SWEETSUN and its reliance was reasonable under the circumstances in that defendant
SWEETSUN could reasonably be expected to have superior knowledge of its purchase of the promissory note from TANGIERS.


 


37.         Defendant
SWEETSUN made the representations to plaintiff’s transfer agent that the issuance of the 1,140,000,000 shares was authorized
by plaintiff MYEC knowing that they were false and with the intention to deprive plaintiff of its property rights.


 




    	-8-
COMPLAINT



    	 



    

 


38.         As
a proximate result of plaintiff MYEC’s and its transfer agent’s reliance on the fraudulent representations of defendant
SWEETSUN, plaintiff has been damaged in an amount in excess of $16,000,000, and according to proof at trial.


 


39.         Plaintiff
is entitled to recover punitive damages against defendant SWEETSUN in amount according to proof.


 


THIRD CAUSE OF ACTION


(Injunctive Relief Against
All Defendants)


 


40.         This
cause of action includes paragraphs 1 through 30, as set forth above.


 


41.         Plaintiff
is informed and believes, and alleges thereon that unless restrained by this Court, defendants SWEETSUN, TITAN, SCOTTSDALE CAPITAL,
and Does 1 – 20, Inclusive, will have the ability to, and are likely to transfer the 530,005,000 shares they now hold
because the market price of the shares of plaintiff MYEC has increased approximately eight-fold since the shares were issued.


 


42.         The
existence of 530,005,000 shares held by defendants SWEETSUN, TITAN, SCOTTSDALE CAPITAL, and Does 1 –
20, Inclusive, represents 13.48% of the outstanding shares of plaintiff MYEC, and dilutes the value of plaintiff’s
shares in an amount that is not subject to exact determination and for which monetary damages would be inadequate.


 


43.         Plaintiff
will suffer irreparable injury unless the transfer of the 530,005,000 shares held by defendants SWEETSUN,
TITAN, SCOTTSDALE CAPITAL, and Does 1 – 20, Inclusive, is restrained by an Order of this Court, because a transfer
to innocent third parties could result in plaintiff losing the ability to cancel those shares.


 




    	-9-
COMPLAINT



    	 



    

 


44.         Plaintiff
MYEC seeks injunctive relief to prevent defendants SWEETSUN, TITAN, SCOTTSDALE CAPITAL, and Does
1 – 20, Inclusive from transferring the 530,005,000 shares in MYEC.


 


REQUEST FOR JUDGMENT


 


WHEREFORE,
plaintiff MYECHECK, INC., prays for judgment against defendants as follows:


 


1.          For
a declaration from this Court that plaintiff’s issuance of the 255,000,000 shares to defendant TITAN at the request of defendant
SWEETSUN was obtained by false representations, and therefore was void at the inception and should be cancelled.


 


2.          For
a declaration from this Court that plaintiff’s issuance of the 1,185,000,000 shares to defendants SEVEN MILES and SWEETSUN
was not authorized by plaintiff MYEC, and therefore was void at the inception and should be cancelled.


 


3.          For
damages for fraud, including punitive damages from defendant SWEETSUN.


 


4.          For
a temporary injunction against defendants SWEETSUN, TITAN, SCOTTSDALE CAPITAL, and Does 1 –
20, Inclusive, restraining them from transferring any of the 530,005,000 shares in plaintiff MYEC, which injunction should
be made permanent at the conclusion of this action.


 




    	-10-
COMPLAINT



    	 



    

 


Dated this December 10, 2014


 


	 	MYECHECK, INC., Plaintiff
	 	By:
	 	 
	 	/s/  Brian R. Katz
	 	BRIAN R. KATZ #88895
	 	Attorney at Law
	 	4364 Town Center Blvd., Suite 207
	 	El Dorado Hills, CA  95762


 




    	-11-
COMPLAINT