Great point! GETG is the one exception...lol

haha GETG is one of the most blatant frauds out there

lol...maybe, but getting products on Target shelves is impressive for fraudulent PK.

and CYGT still handles all the ticketing for six flags...BFD

Maybe even more impressive than CYGT!

lol themarketkid called you a pumper in his latest post

haha Tim called a "famous spammer" here.
Timmay don't care ,it's free publicity.
He's laughing all the way to the bank.

"I do not know if that a good or bad news, but it seems that a famous spammer Timothy Sykes started to push CNEH stock"

And TMK,who really cares??

RNN looks like a ss&f.

Symbol change,"new" twist on a drug,got a pump email on it....yehaa pump it baby,it's shortable on IB too!!

preach on brothaman

TMK somehow forgets i dont get paid by companies, i only get paid if my subscribers makes $....big difference...and of course i presented a fundamental and technical argument...guy also needs to learn how to link, but some are slower than others

Good post Tim. You know I think the problem with the Pink Sheets, OTCBB and Nasdaq microcaps is that people believe what they read. They think because a company has a flashy website, pr's, and a fair tale story of designing a cure for cancer, the companies are real. Honestly its kind of fucked that our government allows all these down right scams and boiler rooms. I think its mainly they don't have resources to investigate all 7000 OTCBB companies etc, but also the gov like the taxes they receive, so they do nothing until there are many complaints or the company does something blatantly obviously illegal. These people that invest in these are idiots that deserve to lose there money for not doing the research, but I guess without the lemmings, trades can't profit so I guess in a way moron long term penny stock investors are needed.

Simply not true. Your attempts to gain notoriety as the man who brings down penny stocks is pathetic.

PDRT,reserve those shares imo for a sign of red.

LUNA too,up ah,doubt it holds it more than a day if that,and a stinkin' chart to boot

Mark, why the hell would i want to bring down penny stocks? Friggin moron, my DVD is called PennyStocking! I love the corruption, manipulation, incompetence that's everywhere down here, thanks for exemplifying the kind of ignorance here

haha,"bring down penny stocks" too freaking funny,like they need help!
You folks don't get it!

Tim do you bring your laptop with you to the bathroom too? lol

so basically if i hold a short position for a long period of time....im almost guaranteed to win?

no i keep my laptop on my couch

no johnny, u short random penny stocks and u'll understand the definition of pain. only short if and when they go parabolic

How can you say that about CPST? I think you don't know this stock and I bet you that you will change your mind soon with this one

Who you going to believe? A 20 something guy on the internet or a company with a proven track record? I mean, sure these penny stocks are frauds. Like Ford, Wamu, and other companies who are sub $5. A few years trading does not make you an expert.

I see Beacon is pumping QTWW, there up high of day pre-market already.

Gra

The things is TIM as to provocate people to have audience. But I am sure that he knows himself that he exagerates a lot with his "theories".

CPSt and QTWW will fail in due time, they are pure hype plays.

not talking about fallen companies like wamu although they look to be failing anyway

anti-tim--do some research u dumbass, this 20-something does have a proven track record

10 stocks i'm watching today:

http://www.timothysykes.com/timsykes/2008/06/30...

My limit order of 5.05 on CNEH is taking foreverrrrrr to get filled. stock is 4.985 by 4.99 ?? is MM waiting for sellers to come in?

Are Anti-Tim and Klip Boiler Room Bashers sent out to bash Tim for exposing their scams?

Hmmmm.....

geeza tim maybe they are frauds...that is why it makes so much sense to short them

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

EQUUS RESOURCES, INC., :

:

Plaintiff, :

: Civil Action No.:

v. :

:

RANDY L. HARRIS, STEVEN A. :

CUNNINGHAM, and MOONDANCE, :

LTD, LLC. :

:

Defendants. :

COMPLAINT FOR DAMAGES AND EQUITABLE RELIEF

COMES NOW PLAINTIFF EQUUS RESOURCES, INC., by and through its undersigned attorneys, and for its Complaint states as follows:

THE PARTIES

1.



Plaintiff Equus Resources, Inc. (“Equus Resources” or the “Company”) is a Colorado corporation whose principal place of business is located in Ponte Vedra Beach, Florida.

2.

Defendant Randy L. Harris (“Harris”) is a Georgia resident who may be served at his residence 865 Angel Drive, Ellijay, Georgia 30536, which is in Dawson County.

3.

Defendant Steven A. Cunningham (“Cunningham”) is a Georgia resident who may be served at his residence 3765 Banyon Lane, Alpharetta, Georgia 30022, which is in Fulton County.



4.

Defendant Moondance, Ltd., LLC (“Moondance”), purports to be a limited liability company; however, the Company has been unable to identify Moondance’s state of organization. Upon information and belief, Cunningham is the managing member of Moondance. As described above in Paragraph 3, Cunningham is a resident of Georgia.

5.

Collectively, the individuals identified in Paragraphs 2 and 3 above shall be referred to as the “Individual Defendants.”

JURISDICTION AND VENUE

6.

This Court has subject matter jurisdiction over this action under 28 U.S.C. § 1332 because there is complete diversity of citizenship between the plaintiff and all defendants and the matter in controversy exceeds the sum of $75,000.00, exclusive of interest and costs.

7.

This Court also has subject matter jurisdiction over this action under 28 U.S.C. § 1331 because a claim arises under federal law. The remaining state-law claims are properly brought pursuant to 28 U.S.C. § 1367.

8.

Venue is proper in this Court pursuant to 28 U.S.C. § 1391(a), (b). Venue is proper in the Atlanta Division pursuant to L.R. 3.1(B)(1)(a).

FACTUAL BACKGROUND

9.

Equus Resources is a publicly traded company that has structured itself as an integrated real estate management entity, which would broker its own mortgages and have a school to train its own mortgage and real estate agents.

10.

Until September 2007, Harris and Cunningham were directors of Equus and occupied various important roles as officers for the corporation.

11.

Although the Company has raised millions of dollars in debt and equity capital, the Company’s financial records show no assets proportionate to the investment of the stockholders and very limited explanation of where the invested moneys went or how they were spent.

12.

In September 2007, the Company’s shareholders took the necessary actions to remove Harris and Cunningham as the company’s directors.

13.

The shareholders voted in new directors, who terminated Individual Defendants in their management capacities and began the process of locating the company’s assets and determining the financial health of the company and its wholly owned subsidiaries.

14.

Having investigated the affairs of the Company and reviewed the documents that it has been able to obtain and other records, the company has determined that its prior management had taken personally or given away substantial corporate assets and neglected the affairs of the Company and otherwise breached their fiduciary duties, all to the detriment of the Company and its shareholders.



15.

The actions described herein constitute a pattern of breaches of fiduciary duty that used both the mails and wires in interstate commerce in violation of state and federal Racketeer Influenced Corrupt Organizations (“RICO”) laws.

Company History

16.

The Company was founded in 1976 as Cripple Creek Gold Production Corp., changed its name to Hunter Petroleum Corp. in 1986, to as Hunter International Trade Corp. in 1987, which subsequently became Forst Hunter International Trade Corp. in 1997.

17.

As of February 2, 2004, the Company was authorized to issue 100,000 shares of common stock and zero shares of preferred stock.

18.

In April 2004, the Company reincorporated to change the par value of its stock from $.05 to $.0001. The Company also increased the number of authorized, common shares to 100,000,000.

19.

In June 2004, the Company changed its name to Equus Resources, Inc.

CORPORATE MISCONDUCT AND

BREACHES OF FIDUCIARY DUTY



20.

On November 1, 2004, Harris and Cunningham became the sole officers and directors of the Company by virtue of a merger of Team One Mortgage Services, Inc. (“Team One Mortgage”) into Equus Resources.



21.

As officers and directors of the Company, the Individual Defendants owed the Company and its shareholders fiduciary duties of loyalty, diligence, and good faith.

22.

As detailed throughout this complaint, Harris and Cunningham repeatedly breached their fiduciary duties by issuing themselves and others shares without obtaining appropriate value to the Company, and thereby diluting the value of shares held by equity investors, entering into self-interested contracts, loaning themselves the company’s funds without repayment, claiming to have loaned the Company money and extracting payment when no loan was ever made, claiming to have contributed assets to the Company when none were contributed, selling corporate shares at below market prices for personal gain, selling personal shares to purchasers seeking to invest in the Company, employing family and friends and engaging in other self-interested transactions to the detriment of the Company, and neglecting the affairs of the Company and its wholly owned subsidiaries, while devoting their time and attention to other personal matters.

23.

Given the nature and extent of these breaches of fiduciary duty, none of the funds extracted from the Company by Harris and Cunningham were legitimate.

General Corporate Inaction and Wrongful Actions

24.

On November 29, 2004, Harris and Cunningham filed articles of amendment to the Company’s articles of incorporation that purported to increase the number of authorized, preferred shares to 50,000,000 (par = $.0001). Those amendments were filed through the mails with the Colorado Secretary of State’s Office.

25.

On March 1, 2005, Harris and Cunningham filed amended and restated articles of incorporation that purported to increase the amount of authorized common stock to 750,000,000 shares while decreasing the par value of those shares to $.00001 and that purported to increase the value of issued and issuable preferred stock to $.01 per share. Those amendments were filed through the mails with the Colorado Secretary of State’s Office.

26.

Both of the increases described in paragraphs 24 and 25 were inappropriate and a breach of fiduciary duty because Harris and Cunningham had previously cancelled 25 million shares held by Susan A. Englert on November 1, 2004. The Individual Defendants counted 25 million shares purportedly owned by Susan A. Englert as having been voted in favor of expanding the authorized shares of the Company, despite the fact that those 25 million shares had been previously cancelled by Harris and Cunningham on November 1, 2004.

27.

Similarly, the Individual Defendants cancelled 9 million more shares on November 9, 2004, but nevertheless allowed some shares—owned by entities controlled by Donald F. Mintmere, including Donald F. Mintmere, PA—to be voted in favor of both of the increases in authorized stock. By using those cancelled shares to effect dramatic increase in the number of authorized shares, the Individual Defendants breached their duty of care to the corporation and its shareholders. The shareholder consents were obtained through the mails, and correspondence regarding the shareholder consent occurred over the wires.



28.

For example, Donald F. Mintmere—now serving time after his conviction for a number of securities-related felonies—sent an email to Cunningham on November 30, 2004 congratulating Cunningham on a job well done in increasing the number of preferred shares of the company and voting six million shares in favor of the action. Mintmere sent another email to Cunningham on April 4, 2005 voting six million shares in favor of the increase of common shares, but observing that “the increase in authorized is a little extreme.” Mintmere was a resident of Florida prior to his federal convictions, so the emails were sent from Florida to Georgia.

29.

The Company’s transfer agent, ComputerShare, Inc., is located in Golden, Colorado, so all actions of share issuances and correspondence regarding shareholder action and board resolutions were mailed to that office from Georgia and communications regarding those mailings occurred between Georgia and Colorado.

Harris and Cunningham Immediately Began a Scheme of

Deception, which Breached Their Fiduciary Duties



30.

Harris and Cunningham issued themselves shares in return for their purported contribution of more than $220,000 of computer equipment, and more than $100,000 in furniture and fixtures to Equus Resources.

31.

The Company has no log or inventory of furniture, equipment, or fixtures actually received to justify such a large purported capital contribution and has been unable to locate furniture, equipment, and fixtures even approaching that value.

32.

Furthermore, it is clear from Team One Mortgage’s books that Harris and Cunningham had previously contributed the same furniture and equipment to Team One Mortgage on October 28, 2003, May 5, 2004, and July 18, 2003, well before their association with Equus Resources. Thus, the property that Harris and Cunningham refer to as their capital contributions to Equus Resources was not their property to begin with, as it had previously been contributed to Team One Mortgage.

33.

Equus Resources was forced to twice pay for the likely fictitious (or at least dramatically overestimated) capital contribution, as Team One Mortgage was merged into Equus Resources in exchange for 19,475,652 shares, which were given to Team One Financial.

34.

Harris and Cunningham managed to convert more shares from Equus Resources through Team One Mortgage. On December 15, 2005, the Individual Defendants’ caused Equus Resources to issue 1,596,500 shares to the employees of Team One Mortgage for their interests in that company. However, as noted in Paragraph 33, over 19 million shares had already been issued to Team One Mortgage’s owners in the merger.

35.

Prior to its dissolution, Equus Resources “loaned” Team One Mortgage $370,198.09. That loan was later “written off” as “bad debt.”

36.

On information and belief, Team One Mortgage was sold to El Unicornio, Ltd., with no assets but including various federal payroll tax liabilities in exchange for a promise to sell and market El Unicornio’s South American goods in Georgia.

37.

The first issuance to Cunningham was of one million shares on October 15, 2004, purportedly for his initial contribution of furniture, equipment, and fixtures. According to ComputerShare’s records, those million shares were ordered released by Equus Resources, in Alpharetta, Georgia and shipped to Donald Mintmere in Palm Beach, Florida.

38.

The first issuances to Harris was also of one million shares on October 15, 2004, purportedly for his initial contribution of furniture, equipment, and fixtures. According to ComputerShare’s records, those million shares were ordered released by Equus Resources, in Alpharetta, Georgia and shipped to Donald Mintmere in Palm Beach, Florida.

39.

Harris and Cunningham represented to shareholders that they were not taking salaries so as to not cause the Company that expense; yet, despite purportedly being unpaid for three years, Harris and Cunningham lived in million dollar homes and drove expensive cars. Like so many of their claims, this was also untrue, as the Individual Defendants were taking “consulting fees” in lieu of formal salaries and selling their personal shares when the Company could have taken advantage of those opportunities.

40.

When the Company’s treasury stock was sold in the Company’s name, Harris and Cunningham sold that stock at half of the then-market price.

41.

Harris and Cunningham failed to hold a single shareholders meeting in the last three years.

42.

Harris and Cunningham also entered into self-dealing indemnity agreements, which purport to require the Company to indemnify them but which are prohibited by Colorado law.

43.

Rather than pursue the Company’s stated purpose, Harris and Cunningham created and acquired numerous subsidiary and affiliate companies, many of which not only failed to add any value to the Company but also drained the Company’s limited resources.

44.

Those entities included: Team One Financial Services, Inc., Team One Mortgage, First Team Realty, Inc., REALPROS Real Estate, Inc., Dunnotar Insurance Co., American Career Training Institute, Inc., AM/Corp Financial Services, Inc., 1st Metro Insurance, Inc., AMC-A Mortgage Co., Equus Realty Group, Inc., Equus Financial Services, Inc., Education Partners International, Inc. (“EPI”), Team One Enterprises, LLC, Equus Energy Solutions, Inc., American International Technical Institute, Inc., The Team One Financial Group, LLC, American International Education, Inc. (“AIE”), American International Education Services – Viet Nam, Inc., and The Genesis Non-profit Corp.

45.

According to the records of the Company, Equus Mortgage Services, Inc., generated a gross profit of $351,735.58 through August 17, 2007; REALPROS Real Estate, Inc., generated a gross profit of $282,756.32 through August 30, 2007; 1st Metro Insurance, Inc., generated a gross profit of $83,218.03 through August 30, 2007; Equus Realty Group, Inc., generated a gross profit of $23,067.76 through August 30, 2007; and EPI generated a gross profit of $20,700.74 through August 30, 2007. The sum of these gross profits is $761,478.43.

46.

As of the day that Harris and Cunningham were removed from their management positions with the Company, Equus Resources appears to have taken in at least $1,081,478.43 from the Individual Defendants’ purported capital contributions, as alleged in Paragraph 30, and from the gross profits of the business, as described in Paragraph 45.

47.

Additionally, the Company issued $373,000 worth of preferred stock and $787,455.32 in common stock to raise funds.

48.

Despite all the assets purportedly taken in, including the profits of the entities in Paragraph 45 and all debt and equity investment of others, upon information and belief the Company has less than $90,000 in non-security assets and more than $370,000 in total liabilities and no ongoing business operations.

49.

This difference of several hundreds of thousands of dollars is unexplained by the Company’s records, and Harris and Cunningham were the only two individuals in the state who could authorize the expenditure of funds. Harris and Cunningham dissipated or wasted these funds.

50.

The Company also continues to accrue expenses based on the Individual Defendants’ misfeasance and nonfeasance. For example, the Company received a phone bill for $4,265.85 on November 11, 2007, which includes present and past expenses generated by the Individual Defendants. Their actions were not taken for the Company’s benefit, these expenses do not and have not created value for the Company’s shareholders.

51.

Furthermore, as described below, Harris and Cunningham sold at least 16,340,000 of their personal shares to investors, bringing in $612,500 that should constitute assets of the Company. It is unknown how many other unrestricted shares Harris and Cunningham sold in the market—both personally and through Moondance—as further evidence of the Individual Defendants’ manipulation of the company and its shareholders.

52.

Cunningham also issued himself 9,452,273 shares on September 11, 2007 by shipping those shares to his personal address in Alpharetta. This issuances was after the effective date of his removal as a director of the Company, and there is no record of the consideration that Company received in exchange for these approximately nine and one-half million shares.

53.

In dereliction of their duties, Harris and Cunningham deleted files from the Company’s records prior to turning those files over to new management. When the shareholders removed Harris and Cunningham as directors, Harris and Cunningham turned over the files and computer of the Company to the new management, in October 2007. Prior to this turnover, the computer had been maintained by Jennifer Harris Trastelis. The new corporate President, Bert Watson, Jr., turned on the computer and reviewed all of the relevant files. Then Mr. Watson restored the computer to the same status it was in during the early summer of 2007 and discovered a number of files the had been deleted from the computer, including files which showed where some of the Company’s money had gone.

54.

In addition to the affirmative actions taken by Harris and Cunningham using the mails and wires, they also perpetuated mail and wire fraud by failing to make necessary communications to shareholders describing the misfeasance and nonfeasance that constitute breaches of fiduciary duty.

55.

At the very least, Harris and Cunningham were obligated to tell the shareholders the truth about the Company’s operations and financial status. They also were obligated to disclose each of the transactions to which they usurped corporate opportunities and when they engage in self-interested transactions.

In Breach of Their Fiduciary Duties, Harris and Cunningham

Used Mintmere To Flood the Market with the

Company’s Stock, Injuring the Company.



56.

Harris and Cunningham were not satisfied with simply owning millions of shares of the Company. Over the course of months and years, Harris and Cunningham moved shares that were originally issued as restricted—that is, in a form that could not be traded on the open market—into open market trading account through James I. Black and Cede & Company. James I. Black is a brokerage firm and Cede & Company is a clearing house for stock transactions on public markets Cede & Company.

57.

In sum, Harris and Cunningham moved 26,075,652 shares to Cede & Company for trading on the open market. Companies controlled by Mintmere moved 15,142,000 shares to Cede & Company in the same period. On information and belief, those entities included, Empire Holdings, Avalon Marketing, Millenium Capital, Gala Enterprises, Avalon Marketing, Golden Capital, Vantage Industries, Access Investments, Mintmere PA, Fundamental Financial Perspectives, and Atticus Investments.

58.

Harris and Cunningham (along with Mintmere) attempted to conceal their transactions by breaking the movements of the shares into smaller amounts than originally issued. For example, Team One Mortgage was issued 19,475,652 unrestricted shares on November 10, 2004, and subsequently broke those shares into three million, four million, and six million share units for transfer into the open market, which eventually occurred in February and April 2005.

59.

Likewise, on information and belief, Mintmere moved 11,600,000 shares into Cede & Company between the months of July and December 2005.

60.

Flooding the open markets with these shares inhibited the Company’s ability to raise equity capital by artificially suppressing the market trading price (by unduly increasing the number of shares that could be traded) and by providing investors with alternative means of obtaining Equus Resources’ shares other than directly from the Company.

Although “Employed” by the Company, Harris

and Cunningham Did Not Work for the Company



61.

As officers and directors of the Company, Harris and Cunningham were obligated to act in a manner they believed in good faith to be in the best interests of the corporation and with the care an ordinarily prudent person in a like position would exercise in a similar circumstance. The Individual Defendants repeatedly breached those duties.

62.

Despite being responsible for Equus Resource’s success or failure, Harris failed to adequately supervise the Company; instead, he spent hours each day supervising the construction of his dream house between the third quarter of 2005 and Summer 2006.

63.

Despite being responsible for Equus Resource’s success or failure, Cunningham failed to adequately supervise the Company; instead, he spent hours each day supervising the other companies, including Education Partners International, Inc., Moondance, Ltd., LLC, and Steven A. Cunningham, P.C.

64.

Instead of fulfilling their fiduciary duties by focusing on growing the business of Equus Resources, Cunningham and Harris devoted enormous time, energy, and capital to other business and personal ventures.

65.

For example, while they were officers and directors of Equus Resources, Harris and Cunningham spent time working for various entities including, among others, Admiralty Corporation, Civil Consulting, PC, ELK Trading Company, Moondance, and EPI.

66.

The Individual Defendants also planned many other activities for the Company, including producing a major motion picture and running a construction company, neither of which were related to the company’s stated purpose of brokering loans and selling property.

67.

In addition, while still an officer and director of Equus Resources, Cunningham continued to provide various legal services through his wholly owned entity, Steve Cunningham, P.C.

68.

While still officers and directors of Equus Resources, Harris and Cunningham spent significant time working for EPI, and Jennifer Trastelis, the Chief Financial Officer of Equus Resources, was also devoting significant amounts of her time to projects for EPI, and the AEI-AITech schools.

69.

In addition, while still an officer and director of Equus Resources, Harris spent significant time, resources, and the resources of Equus Resources in the construction of various residential or recreational properties, including his personal residence.

70.

While still an officer and director of Equus Resources, Harris also expended significant effort and money to build a house on a nearby lot for Leigh Thomason.

71.

While still an officer and director of Equus Resources, Harris expended significant effort and money to build a house on a nearby lot for Steve and Doris Swartz, who are relatives of Cunningham.

72.

Harris also devoted a great deal of time and effort to building a home for himself, starting in the fall of 2005. Harris and Ted Snell, the putative Chief Operating Officer (“COO”) of Equus Resources, spent a great deal of time at the building site and were involved in the day-to-day construction and oversight. Although Snell was basically supervising the construction of Harris’s house, Snell was paid $6,000 per month by Equus Resources. This home was built on 25 acres of woodland overlooking a lake and Amicalola Falls and included an air conditioning unit that used lake water and a heat exchanger, a heating unit that used both wood and gas heat, drinking water supplied by a solar pump drawing water from local springs, and solar panels to supply the electrical systems.

Harris and Cunningham Caused Equus Resources To Borrow Funds

Without a Legitimate Businesses Purposes and Spent Funds Otherwise

Properly Raised on an Inappropriate Purpose



73.

Beginning in August of 2005, Harris and Cunningham caused Equus Resources to borrow $100,000 from Eric and Gloria Bramlett, who transferred the funds to Equus Resources in three wire transfers in amounts of $50,000, $40,000 and $10,000. These funds were to be repaid with 12% interest for the first year of the loan, and 15% interest thereafter. In addition, Harris and Cunningham caused Equus Resources to issue 500,000 shares of stock to the Bramletts as further consideration for the loan. Harris and Cunningham did not repay this loan in its entirety, have made no payments on this indebtedness since August of 2006, and the loan has an outstanding balance of $39,250, plus all accrued interest. During the Summer of 2007, Harris made various promises to Eric Bramlett that the loan would be repaid once a new group of shareholders took over the Company. It is not evident that these funds were used for the benefit of Equus Resources or its shareholders.

74.

In May of 2005, Harris, allegedly on behalf of Equus Resources, borrowed $40,000 from Joseph Canouse, with interest at 6% per annum. Harris and Cunningham have repaid only $10,000 of this loan, and it is not evident that the loaned funds were used for the benefit of Equus Resources or its shareholders.

75.

In December 2006, Harris, allegedly on behalf of Equus Resources, borrowed $25,000 from Walter Boney, which was to be repaid $5000 per month from March 2007 until July 2007. Harris and Cunningham have failed to repay any of this loan, and it is not evident that the loaned funds were used for the benefit of Equus Resources or its shareholders. Boney was given 500,000 restricted shares as interest on the loaned money.

76.

Harris and Cunningham also borrowed $25,000 from a Line of Credit in the name of Team One Holdings. The last loan payment was made on September 13, 2007, and the loan is now past due. Upon information and belief this loan is identified as #718212053. It is not evident that these funds were utilized for the benefit of Equus Resources or its shareholders.

Harris and Cunningham Usurped the Company’s

Opportunities To Sell Shares to Raise Equity Funding



77.

Harris sold 200,000 of his personal shares of Equus Resources at $.015 per share to Sid Woolfolk on May 8, 2006 at below the $.035 low & $.075 high market price that week. Woolfork paid Harris with a $3000 personal check. On information and belief, Woolfolk was ready willing and able to purchase these shares directly from Equus Resources, and Harris usurped this opportunity of Equus Resources for his own personal gain.

78.

In early 2007, Harris sold 1,000,000 of his personal shares of Equus Resources at $.005 per share to Keith Bailey, the Chairman and President of Equus Realty Group, for $5,000. During the first six months of 2007 the Company’s shares traded between $.02 to $.055 per share. Prior to Harris’s removal in September 2007, Equus Resources stock never traded for less than $.015 per share. As Bailey was ready willing and able to purchase these shares directly from Equus Resources, Harris usurped this opportunity of Equus Resources for his own personal gain.

79.

Harris sold 100,000 of his personal shares of Equus Resources at $.03 per share to Sung H. Lee for $3,000; this sale was well below the then-current trading range. As Lee was ready willing and able to purchase these shares directly from Equus Resources, Harris usurped this opportunity of Equus Resources for his own personal gain.

80.

Harris sold 150,000 of his personal shares of Equus Resources to Joanne Bowen Abney for $3,000 on October 5, 2005. Ms. Abney paid by check, number #1041, and received certificate number 016933 evidencing her ownership of the shares. Ms. Abney named Harris on the “pay to” line. As Abney was ready willing and able to purchase these shares directly from Equus Resources, Harris usurped this opportunity of Equus Resources for his own personal gain.

81.

Cunningham sold 166,667 of his personal shares of Equus Resources to Joanne Bowen Abney for $5,000 on May 6, 2006. Ms. Abney paid by check, number #1081, and received certificate number 017153 evidencing her ownership of the shares. Ms. Abney named Cunningham on the “pay to” line. As Ms. Abney was ready willing and able to purchase these shares directly from Equus Resources, Cunningham usurped this opportunity of Equus Resources for his own personal gain.



82.

Between November 2005 and March 2006, after purportedly making the determination that the following investors were unaccredited, Harris and Cunningham sold 1,576,500 common shares and issued 1,400,000 new Series B Convertible Preferred shares to investors, including James Aller (165,000 common and Series B), Rita Aller (46,000 common and Series B), William Aller (102,000 common and Series B), Manon Apacible (24,000 common and Series B), Dennis Bustos (205,000 common and Series B), Nadine Bustos (30,000 common and Series B), Neil Cohen (120,000 common and Series B), William Finnigan (60,000 common and Series B), Floyd Franklin (30,000 common and Series B), Cecilio Garza (120,000 common and Series B), Mark Jones (30,000 common and Series B), Filomena Jaworski (120,000 common and Series B), Jerry Liu (180,000 common and Series B), David Mercando (36,000 common and Series B), Michael Powell (30,000 common and Series B), Charles Vidal (12,000 common and Series B), and Scott Wengewicz (266,500 common and 90,000 Series B).

83.

The purchasers listed in Paragraph 82 sent Harris and Cunningham $505,000 for the shares. The Company’s records, however, indicate that the Company booked only $109,500. Furthermore, Harris and Cunningham said that the unaccredited investors would be sold personally held shares instead of stock issued by the Company. Although the Company’s records indicate that some shares were issued by the Company, many of the purchasers listed in Paragraph 82, including James Aller, Rita Aller, Dennis Bustos, Mark Jones, and Scott Wengewicz, must have been issued Harris and Cunningham’s shares to make up a deficit. As all of the purchasers listed in Paragraph 82 were ready willing and able to purchase these shares directly from Equus Resources, Harris and Cunningham usurped Equus Resources’s opportunities to sell corporate shares for their own personal gain.

84.

In 2005 and again in 2006, Harris and Cunningham sold 3,000,000 of their personal shares to Joseph Stingone at an average price of $.035 a share, which was half of the market trading price at the time of sale, and took $105,000 in return for these shares. As this purchaser was ready willing and able to purchase these shares directly from Equus Resources, Harris and Cunningham usurped this opportunity of Equus Resources for their own personal gain.

85.

In 2005 and again in 2006, Harris and Cunningham sold 12,500,000 of their personal shares to other investors, including Walt Boney, Tim Betros, Steve Betros, Lynn Betros, Lisa Betros, Jeff Betros, Monique Justice, Debra Beuther, Jerry Cravey, Sid Woolfolk, and Kim Tomlinson, at an average price of $.035 per share, which was half of the market trading price at the time of sale, and took $437,500 in return for these shares. As these purchasers were ready willing and able to purchase these shares directly from Equus Resources, Harris and Cunningham usurped this opportunity of Equus Resources for their own personal gain.

86.

Harris and Cunningham issued themselves shares of Equus Resources in order to secure a Note due to Laci Cash Shreckengaust. This Note was signed by each of Harris and Cunningham personally, and was made to resolve a lawsuit brought against them by Ms. Shreckengaust.

Harris and Cunningham Failed To Pursue Legitimate Funding Opportunities

87.

Harris and Cunningham also failed to secure funding from Core Development Services, LLC (“Core”). Core was interested in investing $2 million in Equus Resources.

88.

Equus Resources was unable to secure that funding because Core found out about the litigation involving Ms. Shreckengaust and because Drew Thorpe of Core found the Company’s financial representation unjustified during diligence.

89.

As with other transactions, Harris and Cunningham published a press release heralding the Core investment but failed to disclose that the deal had fallen apart once Core backed away.

Harris and Cunningham Issued Equus Resources’s Stock and Paid

Money from the Company for Little or No Return Value



90.

Harris and Cunningham issued 4,000,000 shares to Michael Burke, Jr. The Company believes that Mr. Burke provided no value to it in return for these shares.

91.

Harris and Cunningham issued 3,069,089 tradable shares and 740,000 restricted shares to Moondance Ltd., LLC, an entity which upon information and belief provided no value to Equus Resources. Cunningham is the managing member of Moondance, Ltd., LLC, and upon information and belief Leigh Thomason contributed 740,000 shares of Equus Resources previously held in his personal name to Moondance, Ltd., LLC.

92.

On or about July 23, 2005, Jay Warman invested $20,000 and received 650,000 restricted shares of Equus Resources. Cunningham removed the Section 144A restriction on those shares on or about June 2, 2006. Because Warman did not sell his shares during the permitted 90 day period, he was not authorized to sell his shares in late 2006 when he attempted to do so. Cunningham instead provided Warman with 650,000 unrestricted shares from his personal account allegedly in return for which Warman would return his restricted shares. Warman sold the unrestricted shares for approximately $40,000, and does not appear to have tendered his original 650,000 shares back to Equus Resources. Upon information and belief, Cunningham issued himself the Company shares necessary to complete the transaction with Warman.

93.

Harris and Cunningham issued 500,000 shares to Shawn Miller for work performed to update Equus Resources’ website in August of 2007. The only revision to the website which Miller was asked to effect was the removal of a logo that Harris and Cunningham had previously misappropriated from a British Real Estate company. Mr. Miller was not asked to revise the website to reflect changes in the officers or directors of Equus Resources at that time. Mr. Miller claims that the work was valued at $5,000, but assuming this is true, this was of little value to Equus Resources at this time.

94.

Harris and Cunningham issued shares to six individuals associated with Sportnuts.com. These individuals include John Thomas (990,000 shares), Ken Denos (991,531 shares), Kyle Denos (240,000 shares), Chene Garner (610,000 shares), Clayton Barlow (50,000 shares), and Mary Foster (10,000 shares). None of these individuals provided any services or funds to Equus Resources in return for these shares, and, on information and belief, these shares were issued to them in connection with a transaction which was never completed.

95.

In September 2006, Harris and Cunningham, on behalf of Equus Resources, paid $15,000 to Kenneth Popiela allegedly in repayment of a loan to the Company. It is not evident that the loaned funds were ever received by the Company or if they were, that these funds were used for the benefit of Equus Resources or its shareholders. Harris and Cunningham also granted Kenneth and Alyssa Popiela approximately 110,000 shares of common stock of Equus Resources.

96.

By these actions, Harris and Cunningham diluted the value of all shares, not only the value of the Company’s legitimate shareholders but also the value of its own treasury shares, thereby impeding the Company’s ability to raise capital.

97.

Upon information and belief, Harris and Cunningham entered into numerous other transactions involving potential acquisitions of mortgage and real estate businesses, and caused Equus Resources to issue shares in connection with these transactions, yet those transactions were never completed and many of the shares were not returned.

98.

Harris and Cunningham also issued tens of millions of shares of Equus Resources stock to themselves purportedly in return for work they were to perform for the Company. Harris and Cunningham performed little to no work for Equus Resources.

99.

Harris and Cunningham repeatedly caused Equus Resources to pay funds to third-parties for expenses not properly incurred by Equus Resources, including payments to Active Pest Control (two checks totaling $300), Harbin Lumber Company (one check in the amount of $2499.65), Sam’s Club (one check in the amount of $1242.80), the St. David Men’s Club (one check in the amount of $145), and Guardian (one automated clearing house (“ACH”) transfer of $1943.00 and one wire transfer in the amount of $2233.06). Upon information and belief, none of these expenditures are related to the business of the company. Upon information and belief, these checks were sent to the receiving entities through the mail.

100.

Harris and Cunningham also caused Equus Resources to reimburse themselves directly for similarly unjustified expenses, unrelated to the business of Equus Resources, including the payment of numerous bills for cell phones, for travel reimbursement, and for similar expenses for which Equus Resources received no value .

101.

While still an officer and director of Equus Resources, Harris caused the Company to pay $12,500 to David Callahan in the third quarter of 2005 for the work performed to construct the Wind Rock Campground in Oliver Springs, Tennessee. Equus Resources does not have any interest in the Wind Rock Campground.

102.

Harris and Cunningham caused Equus Resources to pay numerous individuals for “consulting services” even though there is no indication of what value, if any, was received by Equus Resources for these consulting services. These payments included $8,400 to Marcus Green, another $10,000 to Dave Callahan, $500 to Cliff Warner, $400 to Frank Ketchum, and $300 to Jeremy Bivens.

103.

Harris and Cunningham caused Equus Resources to pay numerous individuals for “job materials” even though there is no evidence that Equus Resources ever received any “job materials.” These payments included $3,200 to Lew Mason, $1,000 to Stan Lee, and $2,500 to Dave Callahan.

104.

Cunningham and Harris issued additional shares to individuals who already owned shares for little or no apparent additional consideration, including additional issuance of 1,000,000 shares to Keith Bailey, 500,000 shares to W. Terry Freeland, and 1,000,000 shares to Ahmed Zaki.

105.

Harris further gave restricted shares to his family, including 10,000 shares to his sister Vicki White; 250,000 shares to his wife, Rebecca Harris; 300,000 shares to his daughter Jennifer Harris Kraus (a/k/a Jennifer Harris Trastelis); 10,000 shares to Ryan Kraus; 55,000 shares to his son Jace Harris; 50,000 shares to his daughter Brooke Barrick; 50,000 shares to his daughter Lindsey Harris; as well as shares to other members of his family, including 10,000 shares to Brandi Harris; 25,000 shares to Larry and Paula Harris; and 10,000 shares to Nancy Harris.

106.

Furthermore, Harris and Cunningham caused Equus Resources to issue unrestricted shares to family. It is unknown at this point how many of those shares have been sold into the market, but as of October 2007, Rebecca Harris had 50,000 shares, Betty Cunningham had 42,000 shares, Kenneth Popiela had 40,000 shares, Jennifer Harris Kraus (a/k/a Jennifer Harris Trastelis) had 39,000 shares, Cathy Elaine Thomason had 5,000 shares, Jace Harris had 5,000 shares, and Lindsey Harris had 5,000 shares.

Harris and Cunningham Engaged in Self-Dealing and

Other Inappropriate or Illegal Transactions



107.

Cunningham caused Equus Resources to pay $12,250 to his law firm, Steven A. Cunningham, P.C., for services he allegedly rendered to Equus Resources. There is no record of any legal services provided by Steven A. Cunningham, P.C. to Equus Resources, no record that any such interested party transactions were ever disclosed to shareholders of Equus Resources, or that a vote of disinterested directors approved the transactions.

108.

Cunningham caused Equus Resources to pay him $33,550, allegedly in repayment of loans he made to the Company. It is not clear from the records of the Company that many of Cunningham’s alleged loans were ever made, and Cunningham “repaid” himself ahead of numerous other creditors and while the Company was unable to pay other priority creditors.

109.

Harris caused Equus Resources to pay him $27,400, allegedly in repayment of loans he made to the Company. It is not clear from the records of the Company that many of Harris’s alleged loans were ever made, and Harris “repaid” himself ahead of numerous other creditors and while the Company was unable to pay other priority creditors.

110.

Harris and Cunningham caused Equus Resources to pay funds to various individuals allegedly in repayment of “corporate loans” despite the fact that the loans were not documented and Equus Resources has no record of the receipt of any funds connected with the alleged loans.

111.

Harris and Cunningham caused Equus Resources to pay Mike Gaunt $25,000, allegedly as a repayment of a loan made to the Company, although the original loan proceeds were not received by the Company.

112.

Harris and Cunningham caused Equus Resources to pay Stoney River Contractors $13,286.84, allegedly as a repayment of a loan made to the Company, although only $5000 of the original loan proceeds were received by the Company.

113.

Harris and Cunningham caused Equus Resources to pay funds to family members, including Lindsey Harris and Betty Cunningham, allegedly in return for work performed for the Company. On information and belief, the work either was not performed or was of little to no value to Equus Resources.

114.

Harris and Cunningham caused Equus Resources to transfer significant funds to Team One Mortgage, an amount believed to exceed $370,000. Harris and Cunningham caused $284,000 to be transferred in 2005, $85,000 to be transferred in 2006, and $1,000 to be transferred in 2007, all to Team One Mortgage. In addition to the fact that these alleged inter-company transfers were not connected with any business of Equus Resources, upon information and belief Harris and Cunningham sold Team One Mortgage in 2005, long before many of the transfers occurred.

115.

Harris and Cunningham utilized a logo on the Company’s website which they misappropriated from a British Real Estate company without permission, thereby exposing the Company to significant and unjustifiable risk. Harris was specifically informed by W. Terry Freeland that the use of the logo was impermissible and Harris continued to utilize the logo for Equus Resources and its subsidiaries and affiliated companies.

116.

Harris and Cunningham caused Equus Resources to enter into Employment Agreements and Indemnification Agreements with each of them that were unjustified and void under Colorado law, and which represented blatant self-dealing by Harris and Cunningham, who signed a Unanimous Written Consent by the board of directors on January 2, 2007 allegedly approving these Agreements. Equus Resources received no consideration for these Agreements, and these agreements were not ratified by the shareholders or by any disinterested directors.

117.

When Harris refinanced his personal mortgage loan through Team One Mortgage, instead of directing the commission to the Company as was appropriate, Randy Harris directed the payment of the $7000 fee directly to himself.

Harris and Cunningham Made Misleading Public Statements

118.

Harris and Cunningham made it a practice to attempt to instill false confidence in investors by trumpeting both their own credentials, and those of their management team. Harris and Cunningham both repeatedly trumpeted Cunningham’s credentials as a securities lawyer in order to solicit investments in Equus Resources.

119.

For example, Ted Snell sent an investor presentation to Bert Watson, Jr., on September 30, 2005 via email. That presentation was later used to give investor presentations in Florida, Michigan, and other states. Harris raised more than $1,000,000 in a six month period.

120.

In that presentation, Harris and Cunningham claimed that Brandon Turney was the Chief Information Officer (“CIO”) of Equus Resources. Mr. Turney has called that claim laughable. Mr. Turney has never been an officer, director, or even shareholder of Equus Resources, although he did previously perform work for the Company, for which he was promised shares, which neither Harris nor Cunningham ever provided to him.

121.

Similarly, Harris and Cunningham have listed Jennifer Harris Trastelis as the Chief Financial Officer (“CFO”) of Equus Resources. The services Ms. Trastelis performed were often of a bookkeeping nature, and she was likely unqualified to serve as CFO. Ms. Trastelis resigned from any and all positions with any company associated with Equus Resources on May 1, 2007.

122.

Harris and Cunningham have listed Ted Snell as the COO of Equus Resources, and although he received a large salary from the Company, he failed to provide services to Equus Resources and merely assisted Harris in the construction of his personal home and the homes of his friends and relations.

123.

Harris and Cunningham have listed Ahmed Zaki, CPA in various ways to lead investors to believe he had a role with Equus Resources. In fact, Zaki has never held any position at Equus Resources, and simply assisted Harris and Cunningham in compiling their financial statements.

124.

Harris and Cunningham misled the Company’s shareholders by claiming that they intended to develop real estate offices, loan brokerages, and insurance sales, which they did not do, and which they never intended to do.

125.

Harris and Cunningham further claimed that the AIE schools would graduate certified real estate and mortgage brokers who would be placed in offices owned and operated by Equus Resources. Upon information and belief, AIE has not graduated a sinlge certified real estate or mortgage broker.

126.

Harris and Cunningham also gave the Company’s computer equipment to the AEI-AITech schools at the time of the spin-off to EPI. However, Harris later told shareholders that all of the computer equipment had been stolen.

127.

Harris and Cunningham misled their actual and potential investors by claiming that Equus Resources did not have substantial outstanding payables, when in fact it had significant unpaid tax and other liabilities. Harris and Cunningham have claimed that all outstanding tax liabilities were sold in June of 2005, as part of the sale of Team One Mortgage to El Unicornio, LLC, but the validity of that sale remains in question, particularly in light of the hundreds of thousands of dollars Harris and Cunningham caused the Company to transfer to Team One Mortgage after the purported sale.

Corporate Waste

128.

Harris and Cunningham caused Equus Resources to acquire an Atlanta-based construction company, trumpeted the acquisition in a press release dated July 13, 2005 and in presentations, but used the construction company exclusively for personal construction, and then abandoned the entity for no value.

129.

Harris and Cunningham allowed the resources and licenses of Team One Mortgage to be entirely dissipated, thereby losing its ability to submit mortgage loans to regulatory agencies, including allowing its real estate licenses to lapse, making Equus Resources unable to write mortgages in the State of Georgia or elsewhere.

130.

Thus, despite being responsible for creating an integrated real estate lending business, Harris and Cunningham permitted one of the businesses most important assets—the ability to write mortgage applications—to lapse.

131.

Harris and Cunningham also caused Equus Resources to acquire the Dunnottar Insurance Company on or about February 28, 2005. On April 19, 2005, the Individual Defendants issued one million restricted shares to the Dunnottar Group, LLC. The Company’s records do not show any revenue from this acquisition, and it does not appear from the Company’s records that the investment in Dunnottar was ever put to the Company’s advantage. Without a press release announcing the dissolution of the relationship, the Company cancelled Dunnottar’s shares on August 10, 2005.

132.

In violation of Colorado law, Harris and Cunningham failed to diligently and accurately maintain the records of Equus Resources or any of its subsidiaries or other related companies thereby placing the Company at risk, and potentially causing the Company to waste or forfeit valuable assets.

133.

Cunningham and Harris failed to maintain the stock ledger and other necessary documents of Equus Resources. The Company has been forced to spend thousands of dollars in an attempt to determine who are properly the shareholders of Equus Resources.

Harris and Cunningham Subjected Equus Resources

to Inappropriate Risk by Making False Filings



134.

Harris and Cunningham filed various false documents with federal and state agencies, and thereby exposed Equus Resources and its subsidiaries and related companies to unnecessary risk.

135.

For example, the application for a Florida real estate license was completed listing Equus Realty Group as a partnership, owned by Keith Bailey, Harris, and Cunningham in equal percentages.

EPI Transaction

136.

In the fall of 2006, Harris and Cunningham, on behalf of Equus Resources, entered into an Agreement to help secure up to $2,000,000 of initial funding for EPI. The agreement was negotiated for EPI by Bernie Rice.

137.

This investment was intended to assist EPI in launching its global marketing and distribution of a new line of educational products, the Garfield Early Learning business, which EPI had recently acquired from Best Practice Networks, Inc.

138.

Although EPI had obtained the rights to use Garfield with its educational products, Harris and Cunningham caused Equus Resources pay funds to PAWS, Inc. (by wire transfer on November 30, 2006 in the amount of $5957.00). PAWS, Inc., is based in Indiana and is the licensor for the Garfield the Cat image. However, paying the licensing fees is properly an expense of EPI.

139.

Equus Resources’s operative goal was to take EPI public, with the funds secured by the Company being used, in part, to purchase a publicly-traded shell company to facilitate the transaction.

140.

The agreement, which was signed by Harris and Cunningham on behalf of Equus Resources and by Bernie Rice on behalf of EPI, provided that Equus Resources would use its best efforts to secure the requisite financing, and in return EPI would receive 33% of the shares of EPI. EPI in fact conveyed 10,000,000 of its shares to Equus Resources.

141.

Harris and Cunningham did secure a $400,000 initial investment from Tim Betros and his friends and relations. They were told that $200,000 was to be paid to Bernie Rice, and the other $200,000 was to be used to purchase the public shell company, to permit the reverse merger.

142.

Of the $400,000 investment, Lisa Betros personally loaned Equus Resources $40,000 on September 7, 2006. This loan was secured by 2,000,000 shares of stock in Equus Resources, and Harris and Cunningham caused Equus Resources to issue an additional 1,000,000 shares to Lisa Betros in partial payment for this loan, in addition to the promised interest payment of 10%. Harris and Cunningham did not make any payments to Lisa Betros as required by the terms of this loan.



143.

Harris and Cunningham also requested that EPI issue 1,500,00 additional shares to them personally, as founders’ shares. Thus, instead of negotiating for Equus Resources’s benefit, Harris and Cunningham each negotiated the deal so that they each received 750,000 EPI shares instead of all shares being provided to the Company.

144.

Harris and Cunningham caused Equus Resources to pay Bernie Rice $200,000 as agreed. Harris and Cunningham did not purchase the shell company with the remaining funds, however, and instead used the remaining $200,000 for other purposes, including making multiple payments to Harris, Cunningham, Lindsey Harris, Jason Franklin, and Jennifer Trastelis.

145.

Harris and Cunningham ceased efforts to grow, develop, or even maintain business operations at Equus Resources, instead spending vast amounts of time trying to raise money for Bernie Rice and the Garfield project.

146.

Furthermore, Harris and Cunningham each received cash payouts from the transaction as fees for services rendered. That cash should properly have gone to Equus Resources, because the Company was the entity investing in EPI.

Moondance

147.

Upon information and belief, Moondance was an entity through which Harris and Cunningham extracted Equus Resources’s assets



148.

On October 7, 2004, Moondance received 2.5 million restricted shares of Equus Resources even through the Company has no evidence that value was given for those shares.

149.

On October 15 and October 20, 2004, Equus Resources converted Moondance’s 2.5 million restricted shares into unrestricted shares.

150.

On October 27, 2004, Moondance deposited 2.4 million of its unrestricted shares into an account with the Cede & Company of New York.

151.

On March 12, 2007, Moondance received 740,000 shares of restricted stock from Leigh Thomason in a transaction submitted through ComputerShare in Golden, Colorado.

152.

None of the shares received by Moondance were issued in return for appropriate compensation to Equus Resources and therefore the receipt by Moondance of stock was illegitimate.

Use of the Wires and Mail

153.

The use of wire transfers as described in this complaint were done in furtherance of Harris and Cunningham’s scheme to defraud the Company through the Individual Defendants’ repeated and coordinated breaches of fiduciary duty.

154.

The checks described in this complaint were sent through the mail to their recipients. Furthermore, those checks caused foreseeable use of the banking wires as institutions in other states routed moneys to accounts around the country in satisfaction of the obligations created by the checks.

155.

Harris and Cunningham’s activities in furtherance of the scheme caused the foreseeable interstate use of the wires to carry out the breaches of fiduciary duty. In particular, communications with ComputerShare in Colorado were necessary to the Individual Defendants’ repeated breaches of fiduciary duty. Furthermore, communications that occurred over the wire with shareholders in Florida and Michigan are described in the complaint.

156.

The Individual Defendants posted over 47 press releases that were posted on the internet and emailed to shareholders in other states between November 4, 2004, and July 11, 2007.

157.

Finally, the Individual Defendants had an obligation pursuant to their fiduciary duties to keep the shareholders of the Company informed of material events affecting the Company. The Company has shareholders in Georgia, Florida, Arizona, Michigan, and other states. The communications that Harris and Cunningham were obligated to make would have been transmitted to these shareholders in the mail or by electronic communication.

SUBSTANTIVE CAUSES OF ACTION

Count I: Conversion

158.

Plaintiff realleges Paragraphs 1 through 157 as if fully set forth herein.



159.

As described herein, Individual Defendants and Moondance have deprived the Company of the possession of its property and other assets.

160.

By reason of the violation of O.C.G.A. §§ 51-10-1 and 51-1-12 committed by Harris, Cunningham, and Moondance, the Company was injured in an as yet undetermined amount, believed to be in excess of One Million Five Hundred Thousand Dollars.

Count II: Money Had and Received

161.

Plaintiff realleges Paragraphs 1 through 160 as if fully set forth herein.

162.

As described herein, Individual Defendants have deprived the Company of the possession of its property.

163.

By reason of the violation of O.C.G.A. § 9-2-7 committed by Harris and Cunningham, the Company was injured in an as yet undetermined amount, believed to be in excess of One Million Five Hundred Thousand Dollars.

Count III: Breach of Fiduciary Duty

164.

Plaintiff realleges Paragraphs 1 through 163 as if fully set forth herein.

165.

As officers and directors of the Company, Harris and Cunningham were obligated to act in a manner believed in good faith to be in the best interests of the corporation and with the care an ordinarily prudent person in a like position would exercise in a similar circumstance.

166.

As employees and agents of the company, Harris and Cunningham were obligated to not make profits from their principal’s property and to act with ordinary care, skill, and diligence.

167.

Individual Defendants repeatedly breached their fiduciary duties.

168.

Individual Defendants also harmed the Company by causing Equus Resources to enter into unenforceable and illegal indemnity contracts, which violate Colorado public policy.

169.

Because of the Individual Defendants’ breaches of fiduciary duty, the Company was injured in an as yet undetermined amount, believed to be in excess of One Million Five Hundred Thousand Dollars, plus punitive damages.

Count IV: Corporate Waste

170.

Plaintiff realleges Paragraphs 1 through 169 as if fully set forth herein.

171.

As fiduciaries, defendants were obligated to expend funds only for legitimate business purposes and to account for all of the company’s funds.

172.

Individual Defendants neglected or failed to perform their duties in the management of the corporation or in the disposition of corporate assets.



173.

Individual Defendants wasted the Company’s assets through neglect of, failure to perform, or other violation of duties.

174.

Individual Defendants misappropriated the Company’s business opportunities.

175.

The Company has been injured by the Defendant’s actions.

Count V: Civil Conspiracy



176.

Plaintiff realleges Paragraphs 1 through 175 as if fully set forth herein.

177.

Harris and Cunningham conspired with each other and with other individuals named in this Complaint to commit the torts alleged in Counts I–IV of this Complaint.

178.

The Company has been injured by the Defendant’s actions.

Count VI: Georgia RICO

(Use of a pattern of racketeering activity to

acquire or maintain an interest in property)



179.

Plaintiff realleges Paragraphs 1 through 178 as if fully set forth herein.

180.

Harris is a person within the meaning of O.C.G.A. § 16-14-4.

181.

Cunningham is a person within the meaning of O.C.G.A. § 16-14-4.

182.

Moondance is a person within the meaning of O.C.G.A. § 16-14-4.

183.

The actions and activities described in Paragraphs 20 through 157 constitute a pattern of racketeering activity within the meaning of O.C.G.A. §§ 16-14-4 and 16-14-3(8).

184.

Harris, Cunningham, and Moondance engaged in at least two acts in furtherance of one or more instances, schemes, or transactions that have the same or similar intents, results, accomplices, victims, or methods of commission or are other interrelated, such acts being racketeering activity within the meaning of O.C.G.A. §§ 16-14-3, to wit, multiple instances of theft in violation of O.C.G.A. §§ 16-8-1; 16-8-2; 16-8-3; 16-8-4; 16-8-7 and multiple instances of mail and wire fraud in violation of 18 U.S.C. §§ 1341, 1343.

185.

Harris and Cunningham, individually as well as collectively, through a pattern of racketeering activity acquired and/or maintained, directly or indirectly, an interest in personal property in violation of O.C.G.A. §§ 16-14-4(a) and 16-14-6(b).

186.

By reason of the violation of O.C.G.A. § 16-14-4(a) committed by Harris and Cunningham, the Company was injured in an as yet undetermined amount, believed to be in excess of One Million Five Hundred Thousand Dollars, within the meaning of O.C.G.A. § 16-14-6(b).


Count VII: Georgia RICO

(Participation in an enterprise through

a pattern of racketeering activity)



187.

Plaintiff realleges Paragraphs 1 through 186 as if fully set forth herein.

188.

Harris is a person within the meaning of O.C.G.A. § 16-14-4.

189.

Cunningham is a person within the meaning of O.C.G.A. § 16-14-4.

190.

Moondance is a person within the meaning of O.C.G.A. § 16-14-4.

191.

The Company is an enterprise within the meaning of O.C.G.A. § 16-14-3(6).

192.

The actions and activities described in Paragraphs 20 through 157 constitute a pattern of racketeering activity within the meaning of O.C.G.A. §§ 16-14-4 and 16-14-3(8).

193.

Harris, Cunningham, and Moondance engaged in at least two acts in furtherance of one or more instances, schemes, or transactions that have the same or similar intents, results, accomplices, victims, or methods of commission or are other interrelated, such acts being racketeering activity within the meaning of O.C.G.A. §§ 16-14-3, to wit, multiple instances of theft in violation of O.C.G.A. §§ 16-8-1; 16-8-2; 16-8-3; 16-8-4; 16-8-7 and multiple instances of mail and wire fraud in violation of 18 U.S.C. §§ 1341, 1343.



194.

Harris, Cunningham, and Moondance, individually as well as collectively, were associated with the enterprise and conducted or participated in, directly or indirectly, such enterprise through a pattern of racketeering activity in violation of O.C.G.A. §§ 16-14-4(b) and 16-14-6(b).

195.

By reason of the violation of O.C.G.A. § 16-14-4(b) committed by Harris and Cunningham, the Company was injured in an as yet undetermined amount, believed to be in excess of One Million Five Hundred Thousand Dollars, within the meaning of O.C.G.A. § 16-14-6(b).

Count VIII: Georgia RICO

(RICO Conspiracy)



196.

Plaintiff realleges Paragraphs 1 through 196 as if fully set forth herein.

damn dude you couldn't just post a link?