Energy Supreme LLC v. Supreme Energy Resources, Inc. Et Al Doc 1 Filed 06 Jan 15 PDF

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 1 of 22
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION
CASE NO.
ENERGY SUPREME LLC,
a Florida limited liability company,
Plaintiff,
vs.
SUPREME ENERGY RESOURCES,
INC., IMPACT FUSION INTERNATIONAL,
INC., BOTTOM LINE HOLDINGS, INC.,
JSR PRODUCTIONS LLC, MARC
WALTHER, and RHONDA WINDSOR,
Defendants.
____________________________________/
COMPLAINT
Plaintiff ENERGY SUPREME LLC (Plaintiff), by and through its undersigned
counsel, files this Complaint against Defendants SUPREME ENERGY RESOURCES, INC.
(SUPREME), IMPACT FUSION INTERNATIONAL, INC. (IMPACT), BOTTOM LINE
HOLDINGS, INC. (BOTTOM LINE), JSR PRODUCTIONS LLC (JSR), MARC
WALTHER (WALTHER), and RHONDA WINDSOR (WINDSOR) (collectively, the
Defendants) and alleges as follows:
INTRODUCTION
1.
This is an action based on violations of the Federal Securities laws, Florida
securities anti-fraud statute and common law, all of which are asserted against Defendants as a
result of their misrepresentations and omissions in connection with their activities in improperly
inducing Plaintiff to enter into certain loan documents consisting of a Convertible Promissory
KOPELOWITZ OSTROW P.A.

200 S.W. 1st Avenue Suite 1200 Ft. Lauderdale, Florida 33301 Telephone 954-525-4100 Fax 954-525-4300
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Note in the amount of $250,000.00 in favor of Plaintiff, a fully executed Bridge Loan Agreement
and Corporate Guaranty by IMPACT of SUPREMEs obligations (Loan Documents).
JURISDICTION AND VENUE
2.
The claims asserted herein against Defendants arise out of and are pursuant to
10(b) and 20(a) of the Securities and Exchange Act of 1934 (1934 Act), 15 U.S.C. 78
j(b) and 78 t(a) and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R. 240.10b-5, and
12(a)(2) of the Securities Act of 1933 (1933 Act) and 517.301, Florida Statutes.
3.
This Court has jurisdiction over the subject matter of this action pursuant to
28 U.S.C. 1331 and 1337 and 27 of the 1934 Act.

4.
Venue is proper in this District pursuant to 27 of the 1934 Act and 28 U.S.C.
1391(b) (action not founded on diversity).
Upon information and belief, substantial and
material representations and omissions giving rise to this action, including certain transactions,
acts, practices and course of business, took place in this District. In addition, pursuant to the
Loan Documents, Defendants have consented to venue in this District.
5.
In connection with the acts alleged herein, Defendants, directly or indirectly, used
means and instrumentalities of interstate commerce, including but not limited to, the mails and
interstate telephone communications.
THE PARTIES
6.
Plaintiff is a Florida limited liability company authorized to do business in the
State of Florida with its principal place of business in Broward County, Florida.
7.
Upon information and belief, SUPREME is a Nevada corporation organized and
existing under and by virtue of the laws of the State of Nevada, with its principal place of
business in the State of Louisiana and is conducting business in the State of Florida. This Court
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may properly exercise personal jurisdiction over SUPREME pursuant to Florida Long Arm
Statutes 48.193(1)(a)(2) and 48.193(1)(a)(7), Florida Statutes, since at all times material
hereto, SUPREME caused injury to persons within this State arising out of an act or omission by
SUPREME outside and within this State.
8.
Upon information and belief, IMPACT is a Nevada corporation organized and
existing under and by virtue of the laws of the State of Nevada with its principal place of
business in the State of Louisiana and is conducting business in the State of Florida. This Court
may properly exercise personal jurisdiction over IMPACT pursuant to Floridas Long Arm
Statutes 48.193(1)(a)(2) and 48.193(1)(a)(7), Florida Statutes, since at all times material
hereto, IMPACT caused injury to persons within this State arising out of an act or omission by
IMPACT outside and within this State.
9.
Upon information and belief, BOTTOM LINE is a corporation organized and
existing in the United States. This Court may properly exercise personal jurisdiction over
BOTTOM LINE pursuant to Floridas Long Arm Statutes 48.193(1)(a)(2), Florida Statutes,
since at all times material hereto, BOTTOM LINE caused injury to persons within this State
arising out of an act or omission by BOTTOM LINE outside and within this State.
10.
Upon information and belief, JSR is a limited liability company organized and
existing in Canada. This Court may properly exercise personal jurisdiction over JSR pursuant to
Floridas Long Arm Statutes 48.193(1)(a)(2), Florida Statutes, since at all times material
hereto, JSR caused injury to persons within this State arising out of an act or omission by JSR
outside and within this State.
11.
Upon information and belief, WALTHER is a citizen of Michigan, and serves as
President, Secretary, Treasurer, and Director of both SUPREME and IMPACT, and principal of
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BOTTOM LINE. This Court may properly exercise personal jurisdiction over WALTHER,
individually and in his corporate capacity for SUPREME, IMPACT and BOTTOM LINE,
pursuant to Floridas Long Arm Statutes 48.193(1)(a)(1) and 48.193(1)(a)(2), Florida
Statutes, since at all times material hereto, WALTHER caused injury to persons within this State
arising out of an act or omission by WALTHER outside and within this State.
12.
Upon information and belief, WINDSOR is a citizen of Canada and serves as a
business consultant to SUPREME and IMPACT, and principal of JSR. This Court may properly
exercise personal jurisdiction over WINDSOR, individually and in his corporate capacity for
SUPREME, IMPACT and JSR, pursuant to Floridas Long Arm Statutes 48.193(1)(a)(1) and
48.193(1)(a)(2), Florida Statutes, since at all times material hereto, WINDSOR caused injury
to persons within this State arising out of an act or omission by WINDSOR outside and within
this State.
13.
All conditions precedent to the institution of this action have been performed,
excused or otherwise waived.

14.
Plaintiff has retained Kopelowitz Ostrow P.A. (KO) to represent it in this action
and is obligated to pay KO reasonable attorneys fees.

THE AGREEMENT AND THE INVESTMENT
15.
During the fall and winter of 2012, WALTHER, a director of SUPREME and
IMPACT, acting both individually and on behalf of SUPREME and IMPACT, contacted
Plaintiff about obtaining financing for SUPREMEs operations.
16.
Because SUPREME was a relatively new business without consistent cash flow
and significant assets, WALTHER and Plaintiff commenced the negotiation of an agreement
whereby Plaintiff would lend SUPREME $250,000.00 in exchange for repayment with interest
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and an option for Plaintiff to convert the subject $250,000.00 loan into common stock.
WALTHER represented to Plaintiff that it would be able to convert the subject loan into 33.3%
of the common stock of SUPREME on a fully-diluted basis. WALTHER also represented to
Plaintiff that SUPREMEs parent company, IMPACT, would guarantee the subject loan.
17.
On December 19, 2012, the foregoing material representations were manifested in
a Letter of Intent (LOI) between Plaintiff and SUPREME. The LOI served to preliminarily
outline the critical terms of the Loan Documents among Plaintiff, SUPREME and IMPACT.
SUPREME and IMPACT were substantially controlled by WALTHER, who acted as President,
Secretary, Treasurer and Director. A true and correct copy of the LOI is attached as Exhibit
A.
18.
Section 19 of the LOI provides: [t]he Borrower agrees not to enter into any
agreement or negotiation with any party (with the exception of the Lender) regarding a loan or
financing for Borrower or its business for a period of 10 days from the date of execution of this
letter agreement. WALTHER also materially represented that SUPREME would not enter into
any agreement with any party regarding financing for its business for a period of 10 days from
the date of execution of the LOI. Pursuant to Section 21 of the LOI, Section 19 was a legally
binding obligation.
19.
Consistent with the LOI, on or about January 24, 2013, Plaintiff and SUPREME
entered into the Loan Documents which, as noted above, contained an option for Plaintiff to
convert its $250,000.00 loan into a fully-diluted 33.3% ownership interest in SUPREME (the
Conversion Option).
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20.
The Convertible Note also provided Plaintiff a first right of refusal prior to
SUPREMEs issuance of any additional capital stock, including, without limitation, the issuance
of preferred shares.
21.
WALTHER executed the Loan Documents on behalf of SUPREME in his
capacity as President, Secretary, Treasurer and Director.
True and correct copies of the
Convertible Note and Bridge Loan are attached as Exhibit B and Exhibit C, respectively.
22.
In furtherance of, and consistent with, the material representations made by
Defendants, on January 24, 2013, IMPACT executed a Corporate Guaranty of SUPREMEs

obligations to Plaintiff.
23.
WALTHER, IMPACTs President, Secretary, Treasurer and Director, executed
the Guaranty. A true and correct copy of the Guaranty is attached as Exhibit D.
24.
WINDSOR is a business consultant insider for both SUPREME and IMPACT and
at all relevant times, was either complicit in or approved all transfers of ownership orchestrated
by WALTHER, including the issuance of preferred shares to JSR, a company owned and
controlled by WINDSOR.
25.
As of January 24, 2013, Plaintiff had no reason to suspect that any of the material
representations made by Defendants were untrue or false or that the LOI or the Loan Documents
did not have the effect as represented.
DISCOVERY OF THE INITIAL FRAUD
26.
In or about June, 2013, JOSEPH SCIVOLETTO (SCIVOLETTO), a
SUPREME director who developed certain proprietary technology used by SUPREME,

informed Plaintiff that WALTHER had stated that Plaintiffs voting rights upon conversion were
meaningless because WALTHER had superpower preferred shares in hand.
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27.
It was at this time that Plaintiff learned for the first time that, on or about
December 19, 2012, the exact same date that Plaintiff signed the LOI, SUPREMEs Board of
Directors authorized undisclosed Series A Preferred Shares to three entities, JSR, BOTTOM
LINE, and RMS7, Inc. for no consideration.
28.
Upon information and belief, WALTHER is the principal of BOTTOM LINE,
one of the entities which was authorized to receive 666 Series A Preferred Shares on December
12, 2012.
29.
Upon information and belief, WINDSOR is the principal of JSR, one of the
entities which was authorized to receive 666 Series A Preferred Shares on December 12, 2012.
30.
The issuance of the Series A Preferred Shares significantly devalued the
Convertible Note, as the superpower voting rights of the Series A Preferred Shares rendered
worthless any voting rights that Plaintiff anticipated obtaining upon conversion. The Series A
Preferred Shares superpower voting rights also rendered SUPREMEs Board of Directors (of
which Steven Adelstein (ADELSTEIN) a representative of Plaintiff, was a member) powerless
as all corporate action could be vetoed by the undisclosed Series A Preferred shareholders. The
Conversion Option was a material provision of the Loan Documents because it provided Plaintiff
the ability to influence SUPREME - a startup company with little or no assets - and protect its
investment in the event SUPREME defaulted on its obligation to Plaintiff. The issuance of the
Series A Preferred Shares had the immediate effect of making SUPREMEs common stock less
valuable and rendering SUPREMEs voting rights meaningless.
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DEFENDANTS CONTINUING FRAUD TO

INDUCE PLAINTIFF TO LOAN FUNDS TO SUPREME
31.
After the parties executed the LOI, Plaintiff and SUPREME, acting by and
through the conduct of WALTHER, continued to negotiate a final agreement.

32.
On or about January 24, 2013, Plaintiff and SUPREME entered into the Loan
Documents, which were executed by WALTHER on behalf of SUPREME.

33.
Section 7 of the Bridge Loan, which forms part of the Convertible Note, contains
the Representations and Warranties of [Supreme Energy]. Section 7(e) of the Bridge Loan,
states: The outstanding capital stock of [Supreme Energy] is as set forth on Schedule 2 attached
hereto and made a part hereof, and is currently owned by [Impact Fusion].
34.
Schedule 2 of the Bridge Loan is a Capitalization Table, and unequivocally
represents: The following is [Supreme Energys] capitalization table as of January 24, 2013.
The table shows that SUPREMEs parent company, IMPACT, owns 100% of the shares of
SUPREME and that if Plaintiff were to exercise its Conversion Option, then the ownership
percentages would be one-third ownership by Plaintiff and two-thirds ownership by IMPACT.
35.
Based upon the December 19, 2012 Board Resolution approving the transfer of
Preferred Shares to WALTHER and WINDSOR through undisclosed companies, SUPREME

and WALTHERs material representations on Schedule 2, upon which Plaintiff relied, were
clearly false and misleading.
36.
SUPREME, IMPACT, WALTHER, and WINDSOR knew that the January 24,
2013 Capitalization Table misrepresented the true distribution of SUPREMEs shares because of
their direct involvement with the creation and distribution of the Series A Preferred Shares, yet
failed to inform Plaintiff of this material misrepresentation and omission.
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37.
Plaintiff fully funded the note based on WALTHERs instructions and in full and
complete reliance on all of the foregoing representations and omissions.

38.
On or about June 26, 2014, Wayne H. Miller, Esq., an attorney for Plaintiff, wrote
to SUPREME, IMPACT, WALTHER and WINDSOR informing them that their scheme to issue
Series A Preferred Shares violated the clear terms of the Loan Documents. A true and correct
copy of Wayne H. Miller, Esq.s letter to SUPREME, IMPACT, WALTHER and WINDSOR is
attached as Exhibit E.
39.
Had Plaintiff known the true intentions of Defendants, it never would have agreed
to loan $250,000.00 to SUPREME.

40.
Upon information and belief, SUPREME, IMPACT, WALTHER, and
WINDSOR made all of the foregoing misrepresentations and omissions of numerous material
facts solely to induce Plaintiff to loan the $250,000.00 to SUPREME.
AS AND FOR A FIRST CAUSE OF ACTION
(Violation of the 1934 Act and Rule 10b-5 Promulgated
Thereunder Against Supreme and Walther)
41.
Plaintiff repeats and realleges each and every allegation previously set forth in
Paragraphs 1 through 40 with the same force and effect as if set forth fully herein.
42.
On December 19, 2012, SUPREME, through its President, Secretary, Treasurer
and Director, WALTHER, represented to Plaintiff that it intended to execute a convertible

promissory note in favor of Plaintiff in the amount of $250,000.00, with a right to convert the
Note into 33.3% of the total stock of SUPREME on a fully-diluted basis. See LOI 3 and
Schedule 1.
The remaining SUPREME stock would be owned by SUPREMEs parent
corporation, IMPACT.
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43.
SUPREME, through WALTHER, also represented that if Plaintiff elected to
convert the Note to stock, it would own 3,333,333 shares of SUPREME stock and that IMPACT
would own 6,666,667 shares of SUPREME stock. See Capitalization Table, Schedule 1, LOI
p. 5.
44.
However, these representations were false and misleading because on the very
same day Plaintiff and SUPREME executed the LOI, SUPREME, at the direction of WALTHER
and IMPACT director WINDSOR, and without Plaintiffs knowledge, issued newly created
Series A Preferred Shares to JSR, RMS7, Inc., and BOTTOM LINE for no consideration,
which had the practical effect of rendering Plaintiffs voting rights in SUPREME worthless upon
conversion of the Note.
45.
SUPREME and WALTHERs misrepresentations regarding the ownership of
SUPREME were repeated in the January 24, 2013 Convertible Note, where WALTHER, on
behalf of SUPREME, represented that as of that date, SUPREME had issued 10,000,000 total
shares of stock and that its parent, IMPACT, owned those shares. See Bridge Loan, p. 9.
46.
SUPREME and WALTHERs misrepresentations were material because they
induced Plaintiff into believing that it had greater security in the event of default under the
Convertible Note than it had in reality on January 24, 2013. Specifically, Plaintiff was induced
to believe that it would obtain a 33.3% vote in all of SUPREMEs affairs upon conversion and
Plaintiff had no idea that SUPREME had already authorized an entirely new series of stock with
superpower voting rights that would effectively leave Plaintiff with no input in the affairs of
SUPREME. Plaintiff would not have made the $250,000.00 loan had it known the truth.
47.
SUPREME and WALTHER acted with scienter in making the aforementioned
misrepresentations because it is clear from the December 19, 2012 issuance of the Series A
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Preferred Shares - which occurred on the same day as the execution of the LOI - that SUPREME
and WALTHER intended to deceive and manipulate Plaintiff into lending SUPREME money by
misrepresenting the stock ownership, equity, and voting control of SUPREME. Further, on
January 24, 2013, SUPREME and WALTHER had actual knowledge that their representations
regarding SUPREMEs stock ownership were false, yet continued making those representations
to obtain financing from Plaintiff.
48.
The Convertible Note and Bridge Loan qualify as a security and/or securities
under 15 U.S.C. 78c(a)(10), and SUPREME and WALTHERs misrepresentations and

omissions were made in connection with the negotiation, sale, and purchase of those securities.
49.
Plaintiff
relied
on
SUPREME
and
WALTHERs
knowingly
false
misrepresentations regarding the stock ownership, equity, and voting control of SUPREME
when it agreed to execute the Convertible Note, and would not have executed the Convertible
Note if SUPREME and WALTHER had been forthcoming about the ownership of SUPREME.
50.
SUPREME and WALTHERs misrepresentations regarding the ownership of
SUPREME caused the Convertible Note to lose value, as SUPREME and WALTHERs scheme
rendered worthless the duly negotiated Convertible Option of the Convertible Note.
51.
SUPREME and WALTHER carried out a plan, scheme and/or course of conduct
which was intended to and did induce Plaintiff to loan $250,000.00 to SUPREME.
52.
SUPREME and WALTHER (a) employed devices, schemes and artifices to
defraud; (b) made untrue statements of material facts and/or omitted to state material facts
necessary to make the statements not misleading; (c) engaged in acts, practices or a course of
conduct which operated as a fraud and deceit upon Plaintiff.
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53.
SUPREME and WALTHER, directly and indirectly, by use of means or
instrumentalities of interstate commerce and/or of the mails, engaged and participated in a course
of conduct to defraud Plaintiff, as set forth more particularly above, and engaged in transactions,
practices and a course of conduct which operated as a fraud and deceit.
54.
As a result of the dissemination of the materially false and misleading information
and failure to disclose material facts, as set forth above, Plaintiff has been irreparably injured.
Unaware of the scheme to defraud created by SUPREME and WALTHER, and relying on their
false and misleading statements and/or on the absence of material adverse information known to
or recklessly disregarded by SUPREME and WALTHER, Plaintiff has been damaged.
55.
SUPREME and WALTHER violated Section 10(b) of the Exchange Act and Rule
10b-5 promulgated thereunder.

56.
As a direct and proximate result of the foregoing wrongful conduct, the Plaintiff
has suffered substantial damages in connection with the Loan Documents in an amount not less
than $250,000.00, excluding interest, attorneys fees and costs.
AS AND FOR A SECOND CAUSE OF ACTION
(Against Walther and Windsor Pursuant to 20 of the 1934 Act)
57.
Plaintiff repeats and reallges each and every allegation contained in Paragraphs
1 through 40 above and 42 through 47 above with the same force and effect as if set
forth herein.
58.
WALTHER and WINDSOR acted as controlling persons of SUPREME in their
respective capacities as its President, Secretary, Treasurer, and Director within the meaning of
Section 20(a) of the 1934 Act as alleged herein.
By reason of his position as President,
Secretary, Treasurer, and Director of SUPREME, WALTHER, together with WINDSOR, had
the power and authority to cause SUPREME to engage in the foregoing wrongful and fraudulent
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conduct and to control and influence the specific corporate policy which resulted in the
dissemination of materially false information to Plaintiff.
By reason of such conduct,
WALTHER and WINDSOR are liable for damages to Plaintiff under Section 20(a) of the
Securities Exchange Act of 1934.
59.
WALTHER and WINDSOR, individually, and as persons exercising dominion
and control over SUPREME and IMPACT, carried out a plan, scheme and/or course of conduct
which was intended to and did induce Plaintiff to loan $250,000.00 to SUPREME.
60.
WALTHER and WINDSOR (a) employed, devices, schemes and artifices to
defraud; (b) made untrue statements of material fact and/or omitted to state material facts
necessary to make the statements not misleading; (c) engaged in acts, practices or a cause of
conduct which operated as a fraud and deceit upon Plaintiff.
61.
and control over SUPREME, directly and indirectly, by use of means or instrumentalities of
interstate commerce and/or of the mails, engaged and participated in a course of conduct to
defraud Plaintiff, as set forth more particularly above, and engaged in transactions, practices and
a course of conduct which operated as a fraud and deceit.
62.
WALTHER and WINDSORs liability, and consequent controlling person
liability, arises from the following facts: (i) WALTHER and WINDSOR were both persons in a
position exercising dominion and control over SUPREME, and (ii) WALTHER and WINDSOR,
by virtue of their responsibilities and activities as persons exercising dominion and control over
SUPREME were privy to material information concerning the activities of SUPREME.
63.
and control over SUPREME, had actual knowledge of the misrepresentations and/or omissions
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of material facts set forth herein, or acted with reckless disregard for the truth in that they failed
to ascertain and to disclose such facts, even though they were readily available to them.
64.
Unaware of the scheme to defraud created by WALTHER and WINDSOR, individually and as
persons exercising dominion and control over SUPREME, and relying on WALTHER and
WINDSORs false and misleading statements and/or on the absence of material adverse
information known to or recklessly disregarded by WALTHER and WINDSOR, Plaintiff was
damaged thereby.
65.
WALTHER and WINDSOR had the ability to prevent the making of materially
false statements to Plaintiff concerning SUPREME. WALTHER and WINDSOR also had the
ability to prevent the implementation of the scheme to defraud Plaintiff.
66.
WALTHER and WINDSOR had direct involvement in day-to-day operations at
SUPREME and, therefore, are presumed to have had the power to control or influence the
aforementioned transactions giving rise to the violations of the securities laws as alleged herein.
67.
WALTHER and WINDSOR are liable as control persons pursuant to Section
20(a) of the 1934 Act. As a direct and proximate result of the wrongful conduct of WALTHER
and WINDSOR, Plaintiff has suffered substantial damages.
68.
At the time said misrepresentations were made, Plaintiff was unaware of their
falsity and believed them to be true.

69.
By virtue of the foregoing, WALTHER and WINDSOR, individually and as
persons exercising dominion and control over the activities of SUPREME, violated Section 10(b)
of the Exchange Act and Rule 10b-5 promulgated thereunder.
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70.
As a direct and proximate result of WALTHER and WINDSORs wrongful
conduct, Plaintiff has suffered substantial damages in connection with the Note and Loan
Documents and Plaintiff has suffered losses in an amount not less than $250,000.00 excluding
interest, attorneys fees, and costs.
AS AND FOR A THIRD CAUSE OF ACTION PURSUANT TO
SECTION 12(a)(2) OF THE SECURITIES ACT OF 1933
(Against SUPREME and WALTHER)
71.
forth herein.
72.
SUPREME and WALTHER in connection with the negotiation, purchase and sale
of a security, made numerous untrue statements of material facts and omitted to state material
facts necessary in order to make the statements, in the light of the circumstances under which
they were made, not misleading. Plaintiff did not know, and in the exercise of reasonable care,
could not have known of such untruth or omission.
73.
As a result of SUPREME and WALTHERs fraudulent and material
misrepresentations, Plaintiff has suffered losses in an amount not less than $250,000.00,
excluding interest, attorneys fees, and costs.
AS AND FOR A FOURTH CAUSE OF ACTION FOR SECURITIES FRAUD
UNDER FLORIDA SECURITIES AND INVESTOR PROTECTION ACT
74.
forth herein.
75.
Section 517.301, Florida Statutes, in pertinent part states:
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(1)
It is unlawful and a violation of the provisions of this Chapter for a person:

(a)
in connection with the rendering of any investment advice or in
connection with the offer, sale or purchase of any instrument or security:
1.
to employ any device, scheme or artifice to defraud;
2.
to obtain money or property by means of any untrue
statement of a material fact or any omission to state a material fact
necessary in order to make the statement made, in light of the
circumstances under which they were made, not misleading; or
3.
to engage in any transaction, practice or course of business
which operates or would operate as a fraud or deceit upon a
person.
76.
As more fully described above, SUPREME and WALTHER carried out a plan,
scheme or course of conduct which was intended to misappropriate Plaintiffs $250,000.00 by

making material misstatements about SUPREME.
77.
SUPREME and WALTHER (a) employed devices, schemes and artifices to
defraud; (b) made untrue statements of material fact and/or omitted to state material facts
necessary to make the statements not misleading; (c) engaged in acts, practices or a course of
conduct which operated as a fraud and deceit upon Plaintiff in violation of Chapter 517, Florida
Statutes.
78.
SUPREME and WALTHER had actual knowledge of the misrepresentations
and/or omissions of material facts set forth herein, or acted with reckless disregard for the truth
in that they failed to ascertain and to disclose such facts, even though they were readily available
to them.
79.
Unaware of the scheme to defraud created by SUPREME and WALTHER, and relying on their
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false and misleading statements and/or on the absence of material adverse information known to
or recklessly disregarded by SUPREME and WALTHER, Plaintiff was damaged.
80.
At the time said misrepresentations were made, Plaintiff was unaware of their
falsity and believed them to be true.

81.
As a direct and proximate result of SUPREME and WALTHERs wrongful
conduct, Plaintiff has suffered substantial damages in an amount not less than $250,000.00,
excluding interest, attorneys fees and costs.
AS AND FOR A FIFTH CAUSE OF ACTION FOR FRAUD
82.
forth herein.
83.
As set forth above, SUPREME and WALTHER, individually, and as persons
exercising dominion and control over SUPREME, made, or participated in making, false
statements or misrepresentations of material fact concerning SUPREME in an effort to defraud
Plaintiff.
84.
At the time SUPREME and WALTHER made, or participated in making, said
false representations, they knew that the foregoing representations were false.
85.
The foregoing misrepresentations made by SUPREME and WALTHER were
made for the specific purpose of inducing Plaintiff to loan $250,000.00 to SUPREME.
86.
In justifiable reliance upon the representations of SUPREME and WALTHER,
Plaintiff executed the Note and Loan Documents.
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87.
As a result of SUPREME and WALTHERs fraudulent and material
misrepresentations, Plaintiff has suffered losses in an amount not less than $250,000.00,
excluding interest, attorneys fees, and costs.
AS AND FOR A SIXTH CAUSE OF ACTION FOR
AIDING AND ABETTING VIOLATIONS OF THE
1934 ACT, RULE 10B-5, 517.301, FLA. STAT., AND FRAUD
(Against Bottom Line and JSR)
88.
1 through 40 above, 42 through 56 above, 75 through 81 above and 83 through

87 above with the same force and effect as if set forth herein.
89.
WALTHER, in his corporate capacity for SUPREME, IMPACT and BOTTOM
LINE, was directly involved with both the subject transaction between Plaintiff and SUPREME
and the overall scheme to defraud Plaintiff.
90.
WINDSOR, in his corporate capacity for both SUPREME, IMPACT and JSR,
was directly or indirectly involved with both the subject transaction between Plaintiff and
SUPREME and the overall scheme to defraud Plaintiff.
91.
Upon information and belief, BOTTOM LINE and JSR, through their principals,
WALTHER and WINSOR, respectively, received the Series A Preferred Shares from
SUPREME with knowledge of and in furtherance of the scheme to defraud Plaintiff.
92.
As a result of BOTTOM LINE and JSRs substantial assistance of SUPREME
and WALTHERs fraudulent and material misrepresentations, Plaintiff has suffered losses in an
amount not less than $250,000.00, excluding interest, attorneys fees, and costs.
93.
Additionally, BOTTOM LINE and JSRs receipt and retention of the Series A
Preferred Shares has and will continue to significantly devalue the Convertible Note and
therefore damage Plaintiff.
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AS AND FOR A SEVENTH CAUSE OF ACTION FOR CIVIL CONSPIRACY

(Against Supreme, Walther, Impact, Windsor, Bottom Line and JSR)
94.
forth herein.
95.
On or before January 24, 2013, SUPREME, its President, Secretary, Treasurer
and Director WALTHER, IMPACT, its director WINDSOR, BOTTOM LINE and JSR (the CoConspirators), conspired to defraud Plaintiff in violation of 15 U.S.C. 78j and Fla. Stat.
517.301, and the common law, by representing that IMPACT owned 100% of SUPREMEs
shares, when the Co-Conspirators were fully aware that on December 19, 2012, SUPREME
created and distributed an undisclosed class of SUPREME Series A Preferred Shares to
SUPREME and IMPACT insiders, including BOTTOM LINE (owned by WALTHER) and JSR
(owned by WINDSOR). The Series A Preferred Shares had the practical effect of rendering the
voting rights associated with the Convertible Option in the Convertible Note worthless, as the
holders of the Series A Preferred Shares were given super-priority voting rights in all matters
related to SUPREME.
96.
The Co-Conspirators arranged for these material misrepresentations to induce
Plaintiff into lending SUPREME $250,000.00, an amount that would benefit SUPREME and
IMPACT, and a loan that SUPREME never had any intention of paying back. Had Plaintiff
known that SUPREME created and distributed the Series A Preferred Shares to insiders,
including WALTHER and WINDSOR through their shell companies, BOTTOM LINE and JSR,
it would not have extended the $250,000.00 loan altogether.
97.
The Co-Conspirators acted with scienter in conspiring to make the foregoing
misrepresentations because it is clear from the December 19, 2012 issuance of the Series A
12875.12875-001/00558947_1
19

Preferred Shares - which occurred on the same day as the execution of the LOI - that the CoConspirators intended to deceive and manipulate Plaintiff into lending SUPREME money by
misrepresenting the stock ownership, equity, and voting control of SUPREME. Further, on
January 24, 2013, the Co-Conspirators had actual knowledge that SUPREME and WALTHERs
representations regarding SUPREMEs stock ownership were patently false, yet continued
making or supporting those representations to obtain financing from Plaintiff.
98.
Plaintiff relied on the misrepresentations arising out of the Co-Conspirators
scheme when it agreed to execute the Loan Documents, and would not have executed the Loan
Documents if the Co-Conspirators had been forthcoming about the ownership of SUPREME.
99.
The Co-Conspirators scheme has caused Plaintiff damages in an amount not less
than $250,000.00, exclusive of interest, attorneys fees, and costs.

WHEREFORE, Plaintiff demands judgment as follows:
A.
As to the First Cause of Action against SUPREME and WALTHER, for damages
in an amount to be established at trial together with interest thereon, pre-judgment and postjudgment interest;
B.
As to the Second Cause of Action against WALTHER and WINDSOR, for
damages in an amount to be established at trial together with interest thereon, pre-judgment and
post-judgment interest;
C.
As to the Third Cause of Action against SUPREME and WALTHER, for
12875.12875-001/00558947_1
20

D.
As to the Fourth Cause of Action against SUPREME and WALTHER, for
E.
As to the Fifth Cause of Action against SUPREME and WALTHER, for damages
in an amount to be established at trial together with interest thereon, pre-judgment and postjudgment interest;
F.
As to the Sixth Cause of Action against BOTTOM LINE and JSR, for the
rescission of the issuance of Series A Preferred Shares to BOTTOM LINE and JSR, and
G.
As to the Seventh Cause of Action against Defendants, for damages in an amount
to be established at trial together with interest thereon, pre-judgment and post-judgment interest;
and
H.
For such other relief as this Court deems equitable and just.
JURY DEMAND
Plaintiff ENERGY SUPREME LLC hereby demands a jury trial on all claims so triable.
12875.12875-001/00558947_1
21

Dated this 6th day of January, 2015.

/s/ Jan Douglas Atlas
Jan Douglas Atlas
atlas@kolawyers.com
Florida Bar Number: 226246
Thomas R. Shahady, Esq.
Florida Bar Number: 092893
tshahady@kolawyers.com
Samantha Tesser Haimo
tesser@kolawyers.com
Florida Bar No. 148016
200 S.W. 1st Avenue, Suite 1200
Fort Lauderdale, FL 33301
(954) 525-4100 Telephone
(954) 525-4300 Facsimile
Counsel for Plaintiff Energy Supreme LLC
12875.12875-001/00558947_1
22


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Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 1 of 22

UNITED STATES DISTRICT COURT

This is an action based on violations of the Federal Securities laws, Florida

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 2 of 22

28 U.S.C. 1331 and 1337 and 27 of the 1934 Act.

1391(b) (action not founded on diversity).

Upon information and belief, substantial and

Plaintiff is a Florida limited liability company authorized to do business in the

Upon information and belief, SUPREME is a Nevada corporation organized and

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 3 of 22

Upon information and belief, IMPACT is a Nevada corporation organized and

Upon information and belief, BOTTOM LINE is a corporation organized and

Upon information and belief, WALTHER is a citizen of Michigan, and serves as

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 4 of 22

Upon information and belief, WINDSOR is a citizen of Canada and serves as a

excused or otherwise waived.

and is obligated to pay KO reasonable attorneys fees.

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 5 of 22

On December 19, 2012, the foregoing material representations were manifested in

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 6 of 22

WALTHER executed the Loan Documents on behalf of SUPREME in his

capacity as President, Secretary, Treasurer and Director.

True and correct copies of the

In furtherance of, and consistent with, the material representations made by

Defendants, on January 24, 2013, IMPACT executed a Corporate Guaranty of SUPREMEs

WALTHER, IMPACTs President, Secretary, Treasurer and Director, executed

In or about June, 2013, JOSEPH SCIVOLETTO (SCIVOLETTO), a

SUPREME director who developed certain proprietary technology used by SUPREME,

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 7 of 22

Upon information and belief, WALTHER is the principal of BOTTOM LINE,

The issuance of the Series A Preferred Shares significantly devalued the

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 8 of 22

DEFENDANTS CONTINUING FRAUD TO

through the conduct of WALTHER, continued to negotiate a final agreement.

Documents, which were executed by WALTHER on behalf of SUPREME.

Schedule 2 of the Bridge Loan is a Capitalization Table, and unequivocally

Preferred Shares to WALTHER and WINDSOR through undisclosed companies, SUPREME

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 9 of 22

complete reliance on all of the foregoing representations and omissions.

to loan $250,000.00 to SUPREME.

Upon information and belief, SUPREME, IMPACT, WALTHER, and

On December 19, 2012, SUPREME, through its President, Secretary, Treasurer

and Director, WALTHER, represented to Plaintiff that it intended to execute a convertible

The remaining SUPREME stock would be owned by SUPREMEs parent

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 10 of 22

SUPREME, through WALTHER, also represented that if Plaintiff elected to

SUPREME and WALTHERs misrepresentations regarding the ownership of

SUPREME and WALTHERs misrepresentations were material because they

SUPREME and WALTHER acted with scienter in making the aforementioned

KOPELOWITZ OSTROW P.A.

Case 0:15-cv-60034-UU Document 1 Entered on FLSD Docket 01/06/2015 Page 11 of 22

under 15 U.S.C. 78c(a)(10), and SUPREME and WALTHERs misrepresentations and

SUPREME and WALTHERs misrepresentations regarding the ownership of