Stephen Brown - Securities Fraud - Cardis Enterprises International

Case 2:17-cv-00978-SJF-GRB Document 1 Filed 02/21/17 Page 1 of 44 PageID #: 1
UNITED STATED DISTRICT COURT

EASTERN DISTRICT OF NEW YORK
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MICHAEL ETGAR and ELI ETGAR
Plaintiffs,
Civil Action No.:
-against-
VERIFIED COMPLAINT
CARDIS ENTERPRISES INTERNATIONAL, N.V.; Jury Trial is Demanded

CARDIS ENTERPRISES INTERNATIONAL (U.S.A.);
CARDIS ENTERPRISES INTERNATIONAL, B.V.;
CHOSHEN ISRAEL GROUP, LLC; H. GROUP NY, LLC
GIRL WITH THE BOW, LLC; AARON DAVID FISCHMAN;
MOSHIE HORN; STEVE BROWN; STEVEN HOFFMAN;
and JONATHAN NIERENBERG
Defendants.
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Plaintiffs MICHAEL ETGAR and ELI ETGAR, by and through their undersigned
counsel, providing upon information and belief, the following Complaint and state and allege as
follows:
SUMMARY
1. This is a civil action seeking compensatory injunctive relief; damages; punitive
damages; and costs and fees for Securities Fraud, common law fraud, fraud in the inducement,
equitable fraud, conversion, unjust enrichment, and breach of fiduciary duties committed by
Defendants.
2. Specifically, Plaintiffs allege, that Defendants intentionally and knowingly sought
to and did engage in a fraudulent securities sale scheme.
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3. This securities fraud scheme was predatory in that Defendants sought out
potential investors based on their ethnic and religious background in order to lessen the risk
associated with said fraud.
4. Defendants deceptive conduct characterizes conduct which the Securities
Exchange Act of 1934 (hereinafter the Exchange Act) and the rules promulgated thereunder by
the Securities and Exchange Commission (hereinafter the SEC) sought to prevent.
5. In direct connection with this calculated fraudulent scheme, the Individual
Defendants made knowingly false and misleading material statements of fact. Moreover, none
of the defendants were permitted and/or registered to act as broker-dealers for the sale of
securities under Federal and State law.
6. Additionally, the Individual Defendants further omitted to state material facts
which were detrimental to any true statement made, thereby cherry picking favorable statements
and only stating half-truths. Such intentional statements and omissions are actionable under the
Exchange Act and SEC rules promulgated thereunder.
7. In an effort to cover-up the alleged fraud, Defendants engaged in a continued
scheme which was designed to dupe investors.
8. There has been a continued cover-up of the fraudulent scheme via presenting
patently false information to Plaintiffs, as well as soliciting Plaintiffs for additional investments.
9. Part and parcel with this fraudulent and deceptive scheme, Defendants converted,
for their own benefit, monies provided by Plaintiffs, as well as others, for the purchase of
securities in Cardis Enterprises International, N.V.
10. Cardis Enterprises International, N.V., Cardis Enterprises International U.S.A.,
and Cardis Enterprises International, B.V. (collectively referred to hereinafter as Cardis) are all
2
one-and-the-same entity merely incorporated in different locations for the sole purpose of
covering-up the herein alleged fraud.
11. The entirety of the Cardis operation is conducted in Nassau County, New York,
out of the Choshen Israel Group, LLC office.
12. In late 2012, Plaintiffs were approached by Moshie Horn regarding an investment
opportunity in Cardis.
13. Horn held Cardis out to be a technology company which had created software
which offered a new low-cost solution the processing of low-value credit cards by vendors.
14. On December 12, 2012, Horn emailed a prospectus to Plaintiff Michael Etgar
which contained intentional and material misstatements of fact. Said prospectus was misleading
and false as to the software readiness, actual market value and proliferation of the technology
offered by Cardis.
15. This email was titled Cardis/Choshen several attachments. It contained the
following thirteen (13) attachments and purported to discuss THE CARDIS OPPORTUNITY:
i. Internal analysis of Suqarbooks.pdf

ii. Investor Update 082712.pdf
iii. Links.docx
iv. Paypers article 082712.pdf
v. RBI-Cardis-Visa Europe Press Release 2012 09 11.pdf
vi. Venture Beat Squarbucks.pdf
vii. BankTeck Article Square Starbucks.pdf
viii. Durbin Act effects on the US Debt market.pdf
ix. Financial Model only.pptx
x. RBI-Cardis-VISA Europe Press Release 2012 09 11.pdf
xi. Cardis Corporate Profile.pptx
xii. Cardis Enterprises International Supplementary Informations.pptx
xiii. Sberbank Fund Announcement.pdf
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16. Defendants represented that they had a ready-to-market software and eager
purchasers of the product. Defendants further provided documentation supporting this falsehood
which appeared to be from third-parties.
17. Replying solely upon Defendants material misrepresentations, Plaintiffs invested
$71,000 into Cardis.
18. This $71,000 was given to Girl With The Bow, LLC, a partnership, whose sole
purpose is to invest in Cardis.
19. Girl With the Bow, LLC is run and managed by Horn and Cardis.
20. Subsequently, Aaron David Fischman, without authorization and with no
knowledge of Plaintiffs, via Choshen Israel Group, LLC, made himself a trustee for Plaintiffs
Cardis shares.
21. Defendants, in additional efforts to continue the fraud, distributed material
misrepresentative statements and press releases. These releases spoke to actual and pending
transactions between the Defendants and others as well as to returns other investors had received.
22. On December 27, 2012, Horn sent an e-mail on addressing investors of Cardis,
via Girl With The Bow LLC, and stating that some investors have increased their investment
capital, some by as much as 350%.
23. At the time of the inducement to invest, as well as every period thereafter Cardis
did not have ready-to-market software, nor any actual purchasers of the product.
24. Horn induced Plaintiffs to invest in Carids when Horn knew that the information
disseminated about Cardis was false and/or wildly embellished.
4
25. Plaintiffs was never issued actual shares of Cardis stock. Instead, via the above-
mentioned unauthorized and unilateral trust, Plaintiffs came to learn that they hold 153,383
shares in Cardis Common Stock.
26. On February 1, 2017, Plaintiffs were sent a letter from Moshie Horn, via e-mail,
stating that as of December 31, 2016, Plaintiffs held, via Girl With The Bow, LLC, 248,000
shares in Cardis.
27. Subsequent to Plaintiffs investment, Girl With The Bow, LLC issued K-1s for
2012, 2013 and 2014. These K-1s were fraudulently created and issued. The 2012 K-1
intentionally overstated Plaintiffs investment by $20,000. Additionally, the 2012 K-1 claimed a
loss of $1,420, due to investment expenses. There has been no additional K-1 since 2014.
28. Upon information and belief, Defendants have significantly toyed with the Cardis
valuation. For example, Defendants, who are still on a Road Show for Cardis; have issued
stock in the amount of 690,750 for a mere $150,000. Furthermore, it is upon information and
belief that shares for Cardis are again being re-priced for a mere 15 cents a share.
29. Plaintiffs do not have the net worth, income, experience or sophistication to
qualify as accredited or sophisticated investors.
30. Upon information and belief, the entirety of Plaintiffs investment has gone solely
to enrich the Individual Defendants.
31. Upon information and belief, the value of Plaintiffs shares is $0.
32. Upon information and belief, Defendants have raised approximately seventy
million dollars ($70,000,000) over a period of time from individual investors, based on the
fraudulent scheme.
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33. Defendants violated Federal law as stated by the Exchange Act and rule
promulgated by the SEC thereunder, as well as applicable State law by the Defendants fraud,
conversion, unjust enrichment and breach of fiduciary duties.
JURISDICTION AND VENUE
34. Plaintiff bring this claim pursuant to Sections 10(b) and 20(a) of the Exchange,
(15 U.S.C. 78j(b) and 78t(a)); Rule 10b-5 promulgated thereunder by the SEC, (17 C.F.R.
240.10b-5); as well as the laws of the State of New York.
35. This Court hold jurisdiction over this matter pursuant to Section 27 of the
Exchange Act, (15 U.S.C. 78aa), and the supplemental jurisdiction of this Court.
36. This Court has subject matter Jurisdiction over this matter pursuant to 28 U.S.C.
1331 and 1337, Section 22 of the Securities Act of 1933, (15 U.S.C. 77v(a)).
37. Venue is proper pursuant to Securities Act of 1933 Section 22(a) (15 U.S.C.
77v(a)) and Exchange Act Section 27 (15 U.S.C. 78aa and 28 U.S.C. 1391(b)). A substantial
amount of the acts, practices and courses of conduct alleged herein which constitute violations of
the Exchange Act occurred within the Eastern District of New York, including, but not limited
to, transactions in common stock which were executed through and by the Defendants doing
business within this district.
38. In connection with the acts alleged herein, Defendants, directly or indirectly,
made use of the means and instrumentalities of interstate commerce, or of the mail in connection
with the acts, practices and courses of conduct alleged herein.
39. This action is brought within the relevant statute of limitations period. This action
is timely as Plaintiffs discovered the fraud within one-year of this filing.
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PARTIES
40. Plaintiff ELI ETGAR, is an individual residing in the State of New York.
41. Plaintiff MICHAEL ETGAR is an individual residing in the State of New York.
42. Plaintiffs ELI ETGAR and MICHAEL ETGAR are hereinafter collectively
referred to as Plaintiffs.
43. Upon information and belief, Defendant CARDIS ENTERPRISES
INTERNATIONAL, N.V. (Cardis NV) is a foreign corporation, organized under the laws of
Curacao. Cardis NV has submitted filings with the SEC, specifically a notice relating to the sale
of securities on January 1, 2011.1 As Plaintiffs investment was in December of 2014 and the
next thereafter filing with the SEC was on September 30, 2015, said securities at issue in this
suite likely arise from the January 1, 2011 filing. In this filing, Cardis explicitly accepted the
following term:
Irrevocably appointing each of the Secretary of the SEC and, the Securities
Administrator or other legally designated officer of the State in which the issuer
maintains its principal place of business and any State in which this notice is filed,
as its agents for service of process, and agreeing that these persons may accept
service on its behalf, of any notice, process or pleading, and further agreeing that
such service may be made by registered or certified mail, in any Federal or state
action, administrative proceeding, or arbitration brought against it in any place
subject to the jurisdiction of the United States, if the action, proceeding or
arbitration (a) arises out of any activity in connection with the offering of
securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities
Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company
Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation
under any of these statutes, or (ii) the laws of the State in which the issuer
maintains its principal place of business or any State in which this notice is filed.
1
Available at
https://www.sec.gov/Archives/edgar/data/1492161/000121390015008831/xslFormDX01/primar
y_doc.xml (last visited February 17, 2017).
7
INTERNATIONAL (U.S.A.) (Cardis USA) is registered to do business in the State of New
York with its principal place of business located at 445 Central Avenue, Cedarhurst, New York
11516.
INTERNATIONAL, BV (Cardis BV) is registered and formed to do business within the
Netherlands. Upon information and belief, Cardis BV is not permitted to hold or sell shares per
its formation in the Netherlands. Moreover, Cardis BV is run by and through Defendant Aaron
David Fischman who is the Supervisory Board Director. Cardis BV and Cardis USA maintain
the website http://cardis-international.net,2 where the Executive Team is listed in the about
section.
46. Cardis NV, Cardis BV and Cardis USA are hereinafter referred collectively as
Cardis.
47. Upon further information and belief, 445 Central Avenue, New York, New York
11516 is Cardis actual and primary place of business. Moreover, upon information and belief,
there is absolutely no practical distinction between Cardis NV, Cardis BV, or Cardis USA.
48. Upon information and belief, Defendant CHOSHEN ISRAEL GROUP, LLC
(Choshen) is a limited liability company duly organized and existing under the laws of the
State of New York, with its principal place of business located at 445 Central Avenue,
Cedarhurst, New York 11516. Aaron Fischman is the CEO of Cardis, Co-founder and
supervisory Board Director of Cardis, and Choshens managing partner.
2
Last visited February 17, 2017.
8
49. Upon information and belief, Defendant, H GROUP NY LLC (H Group) is a
limited liability company formed under the laws of the State of New York. It is controlled and
run by Moshie Horn and located at 333 Buckingham Road, Cedarhurst, New York 11516.
50. Upon information and belief, Defendant GIRL WITH THE BOW, LLC
(GWTB) is a limited liability company formed under the laws of the State of New York on
July 18, 2012 for the sole and express purpose of making investments into Cardis indirectly
through Choshen. GWTB is run by Moshie Horn and located at 333 Buckingham Road,
Cedarhurst, New York 11516.
51. Upon information and belief, Defendant AARON DAVID FISCHMAN
(Fischman) is an individual residing in the State of New York. Fischman is the CEO of
Cardis; co-founder and Supervisory Board Director of Cardis; and managing partner of
Choshen.3 Fischman has acted in various officer positions since the inception of Cardis.
Fischman uses Choshen to raise money for Cardis. FINRA Brokercheck reports indicate that
Fischman was censured in 1995 and was barred from associating with any FINRA member as a
result of Market Surveillance Committee Complaint No. CMS940104. Fischman has been
barred from association with any National Association of Securities Dealers (NASD) member
in any capacity.
52. Upon information and belief, Defendant MOSHIE HORN (Horn) is an
individual residing in the State of New York. At all relevant times, Horn was the Director of
Investor Relations at Cardis. Horn is also the Director of H Group NY LLC, the holding
company for GWTB. Horn is the Managing Member of H Group NY LLC. Upon information
3
http://cardis-international.net/about/ (last visited February 17, 2017).
9
and belief, Horn himself is an investor in Cardis, and upon realizing the loss of his investment,
sought out other potential investors as a means of making his money back.
53. Upon information and belief, Defendant STEVE BROWN (Brown) is an
individual residing in the State of New York. Brown has signed documents with the title Senior
Financial Executive relating to Cardis NV and is listed on the Cardis website as Senior Vice-
President Finance of Cardis USA.4
54. Upon information and belief, Defendant STEVEN HOFFMAN (Hoffman) is an
employee working for Fischman within Choshen, from January 2003 to the date of this filing.
Hoffman holds himself out to be a Managing Director of Cardis International from
December 2015 to the date of this filing. Upon information and belief, Hoffman is not listed
upon any of Cardis documents or their website.
55. Upon information and belief, Defendant JONATHAN NIERENBERG
(Nierenberg) is the Chief Marketing Officer for Cardis. Part of his duties are to issue investor
updates as well as obtain business for Cardis. Nierenberg has been held out as the CEO of
Cardis USA as of December 2016, however, as of the date of this filing, he is still listed on the
Cardis website as the Chief Marketing Officer for Cardis USA.5
56. Defendants identified in paragraphs 43-55 are collectively referred to hereafter as
Defendants.
57. Defendants identified in paragraphs 51-55 are collectively referred to hereafter as
the Individual Defendants.
4
Id.
5
Id.
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STATEMENT OF FACT
58. Plaintiffs bring this action due to injuries suffered as a direct result of Defendants
actions alleged herein.
59. Plaintiffs are unaccredited investors and holders of Cardis common stock at all
time relevant to Defendants wrongful and fraudulent conduct.
60. According to statements by Horn to Plaintiffs from on or about December 12,
2012, Cardis and its other incorporated affiliates operate without distinction and are, in actuality,
one and the same.
61. Cardis claims to provide a unique solution for processing low-value credit card
payments (LVP) with advertised game changing cost efficiency. Through apparent patented
aggregation technology, Cardis seeks to align the interest of banks, payment schemes and retiles
in driving the global move to cashless payments with significant economic benefits to businesses
by reducing the fees associated with low value payments. Moreover, Cardis claims to have a
product that will work on any platform.
62. Upon information and belief, Cardis has no platform and was unable to even
release its own Cardis ezChange platform, because it did not and does not exist. The Cardis
website still lists the Cardis ezChange as planned for release Q3 2014.6
63. Cardis describes itself as:
Cardis has set out to transform the small payment ecosystem for the
betterturn low value payments into small profitable payments for
digital content providers, retailers and processors. Low value
payments are the single largest growth opportunity for electronic
payments. Cardis disruptive technology is poised to transform
industries that will benefit from offering products at a more granular
level. The small payment revolution is about to begin with
6
http://cardis-international.net/processors-wallet-providers/ (last visited February 17, 2017).
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innovations taking place in publishing, entertainment and gaming,

to name a few.7
64. Cardis and the Individual Defendants have repeatedly and regularly stated that the
goal and direction of the company is to secure wide adoption of their patented technology; to
become a global standard for processing LVPs in physical retail and m/e-commerce; and to bring
the company public via an Initial Public Offering (IPO).
65. Cardis claimed to be able to reach IPO status by 2013.
66. Cardis is funded by and through Choshen, which is owned and operated by
Fischman. Choshen raises capital for Cardis via a multitude of investment instruments,
including but not limited to debt, equity, and private placement.
67. Moreover, Fischman and Horn colluded to create GWTB for the express purpose
of raising capital and funneling said monies to Choshen for investment in Cardis.
68. Upon information and belief, the purpose for a multi-entity investment was to
launder any funds received and make it impossible for any parties to seek redress.
69. To date, none of Cardis states goals have been realized. Moreover, the Individual
Defendants knew, or should have known, at the time said goals were stated, that such goals
would never be realized.
70. The Individual Defendants, as a result of their respective positions within the
Corporate Defendant structure, as directors and officers, possessed the power and authority to
control the content of private placement offerings of Cardis, including their private placement
memoranda, internal accounting procedures, and representation made by their agents when
securities were sold to the Plaintiffs within New York State.
7
http://cardis-international.net/about/ (last visited February 17, 2017).
12
71. The Individual Defendants, knowingly, or should have known, about the
proliferated false and materially misleading information contained in the Cardis offering.
72. The Individual Defendants, knowingly, or should have known, about the
materially false and misleading information which was being disseminated to investors and
potential investors regarding the viability and productivity of Cardis.
Defendants Fraudulent Scheme
73. From 2010 to the present day, Cardis, by and through its Officers and agents,
engaged in multiple private placement offerings as a means of financing the companys business
endeavors.
74. Upon information and belief, Defendants specifically targeted members of the
Orthodox Jewish Community for investing. This predatory practice was due to the known nature
of the community to trust its own members and the known and believed hesitancy for members
of the community to bring legal action against one another
75. In or about December of 2012, Plaintiffs were approached by Horn, a man they
had known for approximately three years.
76. Horn discussed his own current and past investments success with Plaintiffs.
Plaintiffs were told about Cardis and possible investments into Cardis.
77. On about and between December 10-11, 2012 Horn told Plaintiffs that Cardis was
going to go public via an Initial Public Offering within six-months. From that moment forward,
Horn continued to state that Cardis would be taken public and that an entity had attempted to
purchase Cardis, but was rejected because they had undervalued Cardis. Horn continually
encouraged Plaintiffs to invest in Cardis.
13
78. Horn communicated with Plaintiffs via multiple e-mail address, including
moshie.horn@gmail.com; mdchorn@gmail.com; moshie@hgnllc; and
horn.moshie@cardisusa.com.
79. On December 12, 2012, Horn emailed Plaintiffs the following offering:
14
80. The e-mail and thirteen (13) attachments were meant to evince a robust and
successful company. In truth, Cardis was, and is, a failure and farce with the sole purpose of
lining the Individual Defendants pockets.
15
81. Attached to the above-mentioned e-mail as Investor Update 082712.pdf was the
following:
16
82. Upon information and belief, the mentioned deals with Raiffeisen Bank (RBI)
and Visa Europe were not actual deals and were failed from the get-go. Moreover, upon
information and belief, there was never any rollout of our joint project in Austria and there
never was going to be. The Individual Defendants knew, or should have known, that these
statements were materially false when made.
83. Importantly, the above Shareholder Update is significant because it evinces that
Cardis NV, Cardis USA and Cardis BV are all one entity with no distinction whatsoever.
84. Steve Brown is listed on the Cardis website as the Senior Vice President -
Finance, Cardis USA. Yet, here Brown signs as Senior Financial Executive Cardis
International, NV. Moreover, the address is given for Cardis BV.
17
85. There is no distinction between any of the Cardis entities and they are absolutely
intermingled and one actual entity.
86. The additional attachment titled Financial Model only.pptx purported to show
that Cardis was projected to make a significant profit by 2015.
87. In truth, Cardis was, and is, a failure with absolutely zero income. In fact, Cardis
to date has earned no income at all. Cardis latest filing with the SEC, Form D (Notice of
Exempt Offering of Securities), dated November 17, 2015, states under 5. Issuer Size No
Revenues.8
88. To further induce Plaintiffs to invest, Horn stated that no further investors would
be taken after 2012; that Plaintiffs had the last opportunity to invest in Cardis.
89. Upon information and belief, significant additional funds were raised from other
unwitting investors by Horn and the Individual Defendants from 2013 to the date of this Verified
Complaint.9
90. On December 18, 2012, in reliance upon the offering documents, shareholder
update, projected earnings, and personal conversations with Horn, Plaintiffs jointly invested in
Cardis, via GWTB.
91. Horn instructed Plaintiffs to deposit money into his personal account; his
mothers account; and into GWTBs account.
8
Available at:
https://www.sec.gov/Archives/edgar/data/1492161/000121390015008831/xslFormDX01/primar
y_doc.xml (last visited February 17, 2017).
9
See e.g. Stern v. Cardis Enterprises International, N.V. et. al., 15-CV-5869-SJF-GRB.
18
92. Plaintiffs invested a total of $71,000.00 with Horn. $14,000.00 of that investment
went directly into Horns personal account and an additional $7,000 into Horns mothers
account.
93. Plaintiffs were lead to believe they purchased shares at 0.71 cents per share.
94. On December 18, 2012, Prior to Plaintiffs investing any money, Horn sent the
following document, titled holding.pdf:
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95. Note that the date for this subscription, signed by Fischman on behalf of Choshen,
is 7/13/2012. Yet, clearly via electronic manipulation, the Subscription Agreement is said to
have been executed 12/18/2012, via Horns pre-printed signature. Moreover, the subscribed to
company is named Cardis International and not Cardis Enterprises International, NV.
96. Upon information and belief, GWTB and Horn had colluded with Fischman and
Choshen to issue a series of blank subscriber agreements, for Horn to do with as he pleased.
97. In truth, Plaintiffs purchased absolutely nothing. The entirety of GWTB was
established to set up an elaborate fraudulent scheme to further line the Individual Defendants
pockets.
98. Subsequently, Horn sent an e-mail to Plaintiffs regarding their purchase of shares:
From: "Moshie Horn" <mdchorn@gmail.com>

Date: December 18, 2012 at 1:31:36 PM EST
To: <etgar.michael@gmail.com>
Subject: Shares
Michael $ 67,450 $ 0.71 95,000

$ 3,550 $ 0.38 9,342
$ 71,000 $ 0.68 104,342
104,342
100,000
Extra Shares 4,342
you got an extra 4,500 shares, by joining GWTB, this doesnt include warrants yet Im sure you
guys are happy about that
99. Horn clearly and directly misstates the extra shares by 158 shares.
100. Upon information and belief, the extra shares were given in order to blind
Plaintiffs to the truth of the fraud.
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101. Upon information and belief, Defendants regularly gifted extra Cardis shares to
blind investors to the fraud they were committing.
102. Upon information and belief, at the date of this filing, there are approximately one
billion (1,000,000,000) issued shares of Cardis.
103. Plaintiff does not have the net worth, income, experience or sophistication to
quality as accredited investors, which was known, or should have been known by the
Defendants.
Girl With The Bow, LLC & Choshen Israel Group, LLC
104. As part of the GWTB Subscription Agreement, Annex B Investment
Program, it is stated as following:
105. GWTB and Choshen are both tools and vehicles used by the Individual
Defendants to manage and conceal the true nature of Cardis, inter alia, the true fraud that was,
and still is, occurring.
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106. Choshen and GWTB were and are able to manipulate and alter the actual number
of shares awarded to investors.
107. Out of nowhere, on or about July of 2013, Plaintiffs discovered that they now held
153,383 shares of Cardis Stock. The manner of discovery was in the form of a unilateral
Declaration of Trust executed and on July 16, 2013 by Choshen via Fischman.
108. There is absolutely no reason why a Declaration of Trust on behalf of Plaintiff Eli
Etgar needed to be made. Moreover, the significant increase of shares, from 104,342 to 153,383,
without any additional consideration whatsoever further evinces Defendants fraudulent
behavior.
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The K-1s
109. For 2012, 2013, and 2014, GWTB issued Plaintiffs a K-1 for their investment,
which was ostensibly with the GWTB partnership.
110. For 2012, the year Plaintiffs invested, the K-1 shows a total capital contribution of
$91,000.00. Even adding the additional shares that were given to Plaintiffs, it would not
explain an additional $20,000.00. Additionally, there was a stated loss of $1,420.00 due to
investment expenses.
111. For 2013, the K-1 shows a total beginning capital contribution now of $89,580.00
with another loss of $3,130 for investment expenses. GWTB via Horn is simply playing with
numbers.
112. For 2014, the K-1 shows a beginning capital contribution now of $86,450.00 with
no loss for 2014.
113. When Plaintiffs inquired about financials for 2015, Horn responded in the
following manner:
From: GWTB IR <horn.moshie@cardisusa.com>

Date: March 15, 2016 at 11:28:37 AM EDT
To: etgar.michael@gmail.com
Subject: K1 Information & Reissuance of corporate Docs
Reply-To: horn.moshie@cardisusa.com
Dear Michael,
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This year, based on conversations with council, covered persons and our
accountants, we have concluded that we will not be issuing K1's. Based on the
current tax code and according to the IRS, there is no need to issue for 2015 as
there was:No income, expense, appreciation, or depreciation that occurred in
Fiscal year 2015.Not filing an unnecessary K1 for 2015 will save Girl with the
Bow an expense of $5,000. No member of GWTB, had any loss or change of their
holdings/shares/warrants.
As always, the accountants we retained and engaged since the inception of

GWTB, will continue to make themselves available to you, if you have any
questions or concern. Please speak with Aaron Lerner, of Tax Manger at Ernst &
Young and co-founder of Lerner & Lerner Group
212.360.9529, aaron@llgroup.biz . See attached for a link for the amended
executed Girl with the Bow agreement and IRS tax code, pertaining to issuance
and non-issuance of K1's.
Additionally,if one wishes for an update on Cardis, while I try my hardest to
rely the messages and update our pool of investors. Sometimes speaking to and
hearing directly is the most efficient. If wanted I will gladly arrange a meeting or
phone call with the current Director, of Investor Relations. He will gladly bring
you up to speed and inform you of Cardis's current standing and most recent
developments.
If you would like to call me, please keep in mind that I will be traveling the
majority of this week.
IRS FORM 1065

Copy of GWTB Agreement
Link to IRS site, K1
-Moshie,
to view the Cardis website please click Here
Cardis International, Prins Bernhardplein 200, Amsterdam, 1097 JB Netherlands
SafeUnsubscribe etgar.michael@gmail.com
Forward this email | Update Profile | About our service provider
Sent by horn.moshie@cardisusa.com in collaboration with
24
116. The Individual Defendants created and used GWTB, Choshen and Cardis as a
means to line their own pockets.
The Fraud Continues
117. After Plaintiffs investment, Horn continued to bolster the company claims via
phone conversations, emails, and press releases. Horn sent approximately 30 emails regarding
Cardis updates.
118. Defendants, wishing to continue their scheme, continued to inform Plaintiffs of
pending good news.
119. The above-mentioned documentation, and others, made it appear as if Cardis was
a flourishing and positive investment with its goals being realized.
120. However, upon information and belief, none of these talks were even close to
realization. The sole purpose of these communications was to bolster the appearance of a
healthy and functioning company. When, in reality, the Individual Defendants were, and are,
using Cardis as a personal bank.
Hoffman Asks for More Money
121. In or about November of 2016, Plaintiffs were contacted by Hoffman, who
encouraged Plaintiffs to further invest approximately $50,000.00 more into Cardis. Plaintiffs
were unable to invest such an amount at that time.
Dubious Press Releases and False Promises
122. Defendants issued an press-releases regarding a purported roll-out of Cardis
technology across Russia as well as the development of other deals.
123. Upon information and belief, Defendants knew or should have known that the
statement regarding Russia and other deals were materially misleading.
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124. Defendant regularly sent such shareholder letters to Plaintiff in which they re-
stated in sum and substance the advancement and continued deal making of Cardis.
125. However, upon information and belief, no such advancement or deal making was
occurring.
126. 2012 came and went and there was no proliferation of Cardis technology
anywhere in the world, at all.
127. Throughout 2013, Defendants issued similar electronic communications and press
releases, all claiming furtherance of Cardis business and additional business connections.
128. 2013 came and went, and there was no IPO.
129. As with all the purported major events, there was nothing actually occurring.
130. The constant statements of positive outlook and declarations of advancement were
merely done to encourage investors and discourage a deeper look into the actual workings of a
fraudulent scheme.
Discovery of the Fraud
131. In or about December of 2016, Horn discussed the current standing of Cardis with
Plaintiff Michael Etgar. Horn stated in sum and substance that Fischman was going to being
replaced, was being bought out and that he was not good for the company.
132. After this discussion, Plaintiffs became encouraged about the idea of being
bought-out themselves.
133. On or about December, 14, 2016, Horn stated to Plaintiff Michael Etgar that
Plaintiffs investment money was still with GWTB.
26
134. Horn further stated that Cardis understood that investors were getting frustrated,
therefore, Cardis awarded, without any additional consideration from investors, additional shares
to all of GWTB investors.
135. On December 15, 2016, Plaintiff Michael Etgar contacted Hoffman requesting his
investment money back. Hoffman emphatically told Plaintiff Michael Etgar that Cardis did not
make any profit and/or positive cash flow at all. Additionally, Hoffman stated that Plaintiffs
could not have their money back until there was a liquidity event.
136. When asked by Plaintiff Michael Etgar when such an event may take place,
Hoffman stated in sum and substance: within a year, more than a year, or less than a year, dont
hold me to it.
137. Hoffman further stated it would be a mistake for Plaintiffs to ask for a return on
their funds.
138. When Plaintiff Etgar asked why there was no liquidity and where the millions of
dollars in raised investment went, Hoffman stated as follows, in sum and substance: Cardis only
had little beta tests that did not bring any revenue. Nierenberg is a game changer and he knows
what he is doing because his father was the dean of Yeshiva Universitys Business School and he
had experience at IDT. The funds went to research and to maintain the patents as a tech startup is
expensive but Cardis runs a very tight ship.
139. This directly contradicted what Horn had stated, that the funds were with GWTB,
as Hoffman was now stating that Cardis had received and spent Plaintiffs investment.
140. In disbelief that Cardis had zero revenue or profit, contrary to what Plaintiffs were
told for the entirety of their investment, Plaintiffs decided to review the purported proprietary
technology that is exclusive to Cardis.
27
141. Upon review of the patents, it became clear that Cardis does not have proprietary
rights over its claimed technology as Defendants have allowed its claimed fundamental patents
to expire or nearly expire.
The January 3, 2017 Conversation
142. On or about January 3, 2017, Plaintiff Michael Etgar had an in-person
conversation with Horn. There, Horn informed him that the Cardis valuations had changed in
2016 due to a stock-split and repricing of shares.
143. Plaintiffs did nothing to effect or change the Cardis evaluation and there was no
additional consideration for any additional shares. Moreover, Plaintiffs were never informed of
any stock split or re-pricing of shares.
The February 1, 2017 Letter
144. On February 1, 2017, Horn sent Plaintiffs an e-mail with the subject Thought I
sent this and a word document with the following text:
January 16, 2017
To: Eli & Michael Etgar

1274 49th Street, Suite 321
Brooklyn, NY 11219
RE: Your partnership interest in Girl With The Bow LLC, a New York Limited Liability
Company
Dear Eli and Michael,
In reference to your partnership interest in Girl With The Bow LLC (Partnership), we wanted
to confirm
the following information:
As of December 31, 2016,
Your total cumulative capital contribution to Partnership was $71,000.
Your interest in the Partnership indirectly corresponds to 284,000 Common
Shares of Cardis Enterprises International N.V. that are held directly by the
Partnership.
28
Please let us know if you have any questions.
Thank-you,
Girl With The Bow LLC
145. According to this communication, Plaintiffs shares went from being valued at
approximately 70 cents a share to 40 cents a share. A significant loss with no benefit whatsoever
other than additional equity in a worthless company. Moreover, this communication directly
contradicts the investment share stated in the above-mentioned K-1s.
146. Based on the conversations with Hoffman and Horn, as well as the emails and
other information, Plaintiffs only now fully realized they were defrauded.
147. From the very beginning of Plaintiffs investment in Cardis, Defendants repeatedly
stated that it had proprietary technology that market-ready. Furthermore, Defendants had
claimed it had the business relationships and procedures in place to take Cardis to an IPO.
148. Moreover, Defendants are still actively attempting to raise capital for Cardis.
149. The entirety of Cardis offering statements were materially false and misleading
and were known by Defendants to be false, or were recklessly disregarded as such thereby.
Defendants intentionally and directly mislead investors into believing the viability and profitably
of Cardis.
150. Each Defendant knew, or should have known, that such statements would be
issued or disseminated to investors and potential investors and knowingly and substantially
participated in or acquiesced in the drafting, issuance, or proliferation of such statements as a
primary violation of Federal and State Securities laws.
29
151. Each Defendant, by virtue of their receipt or reckless disregard of information
reflecting the truth about Cardis and their control over Cardis statements, knowingly or
recklessly participated in the fraudulent scheme and conduct alleged herein.
152. The Individual Defendants sought out and obtained investments from members of
their own community, knowing and believing that said members would be easy targets due to
many being unaccredited investors and the known trust community members generally give to
one another.
153. The Individual Defendants aided and abetted one another as to the material
misrepresentations and group-published information.
SCIENTER
154. Defendants made the above-mentioned material misrepresentations and omissions
with scienter, as demonstrated by the following facts:
i. The Individual Defendants are in high position of power within the Cardis
corporate structure;
ii. Horn actively and directly solicited investment from Plaintiffs;
iii. The Individual Defendants, collectively, issued statements they knew at the
time to be false and/or omitting material facts, regarding profitability and
projected advancement of Cardis;
iv. Horn, Fischman and Brown all had control over the outpouring of positive
information and yet never corrected the material misrepresentations and/or
omissions of fact regarding the profitability and market readiness of Cardis.
30
155. At all relevant times, the material misrepresentations and omissions made to
Plaintiffs, between 2012 and 2016, directly or proximately, or were a substantial contributing
factor to, the damages sustained by the Plaintiffs are so stated herein.
156. The Individual Defendants, who control Cardis, were in a position to know or
should have known, about the actual status of the above-mentioned deals and agreements
between Cardis and the above-mentioned entities were unrealized and leading nowhere.
157. Yet, the Individual Defendants used and continue to use these purported
relationships as evidence of Cardis success in promotional material directed at current and
future investors.
158. The Individual Defendants are in a position to know, or should have known, the
correct valuation of Cardis, yet they have repeatedly changed the valuation for Cardis as
represented to Plaintiffs and other investors.
159. Defendants made, or caused to be made, materially misleading statements and
omissions regarding Cardis business, future prospects and growth potential. These material
misstatements and omissions directly caused Plaintiffs to have an unrealistic and hollow
comprehension about Cardiss business, future prospects and growth potential. This directly
resulted in the purchase of Cardis shares by Plaintiffs.
160. Defendants furnished materially untrue and misinformation to Plaintiffs. The
claims made by Defendants regarding the market readability of Cardis software and sales of
working end-user software, were known to be false at the time of dissemination.
161. Defendants knowingly misrepresented the outstanding shares and liquidity of
Cardis. Defendants were, and are, in positions of knowing to these fundamental facts of the
Cardis.
31
162. In making their investments, Plaintiffs reasonably relied on these and other
material misrepresentation made by the Defendants.
163. Defendants actions constitute blatant and unmitigated fraud.
NO SAFE HARBOR
164. Defendants engaged in a scheme to defraud initial investors and then worked to
maintain that fraud via years of press releases and misinformation.
165. Such actions do not fall under the Safe Harbor provisions of Securities law due to
the inherent nature specific to these facts.
166. Individual Defendants made all statements and omissions with knowledge. Their
positions within the Cardis corporate structure allow for the Individual Defendants to know, or
should have known, the material false statements that were being issued by Defendants.
167. Moreover, to induce Plaintiffs to invest, Defendants put forth claims of past
success which was knowing and materially false at the time stated.
LOSS CAUSATION
168. Defendants material misrepresentations and omissions allowed for Defendants to
engage in a fraudulent scheme thereby deceiving Plaintiffs and other investors.
169. By materially falsifying Cardis product development information and sales,
Defendants caused Plaintiffs to invest in Cardis.
170. In truth, the Defendants did not and does not have the market ready technology it
claims to have nor the relationships it claims to have developed.
171. Moreover, the funds which have been raised by investors, including Plaintiffs,
have solely been used to benefit the Individual Defendants.
32
172. As a direct result in Plaintiffs investment with the Defendants. Plaintiffs have
suffered damages as economic loss pursuant to applicable law.
FIRST CAUSE OF ACTION

Violation of Section 10(B) of the Exchange Act and Rule 10b-5 promulgated thereunder
(Against All Defendant)
173. Plaintiffs repeats and realleges each and every allegation above as if set forth in
full herein.
174. As stated herein, Defendants carried out a scheme via a course of conduct which
intended to, and did: (i) deceive Plaintiffs; and (ii) bring about Plaintiffs purchase of stock in
Cardis. In furtherance of this unlawful scheme and course of conduct Defendants committed the
following acts:
i. Employed devices, schemes and artifices to defraud;
ii. Made false statements of material fact and/or omitted to state material
facts necessary to make the statements not misleading; and
iii. Engaged in acts, practices, and a course of dealing that operated as fraud
and deceit upon Plaintiffs.
175. Said acts were a violation of Section 10(b) of the Exchange Act and Rule 10(b)-5
promulgated thereunder.
176. Defendants, both individually and in concert, directly and indirectly, through the
use, means, and/or instrumentalities of interstate commerce and mails, engaged and participated
in a continuous course of conduct to conceal adverse material information about the business,
operations, past history and future prospects of Cardis.
177. Defendants sold stock to investors at and within the United Stated directly from
their Cedarhurst, NY location.
33
178. Defendants employed devises, schemes, and artifices to defraud and engage in
acts, practices and a course of conduct in an effort to assure investors of Cardis value,
performance and growth. This effort included the making of, or participation in, the publication
of untrue statements of material facts and/or omission of material facts necessary to make the
statements made about Cardis, its business operations and future prospects not misleading, under
the circumstances.
179. Defendants engaged in transactions and practices via a course of business that
operated as a fraud and deceit upon Plaintiffs and those similarly situated.
180. Defendants primary liability and control person liability stems from the
following:
i. Individual Defendants are high-level directors, executives and/or agents of
Cardis and had control thereof;
ii. Individual Defendants, by virtue of their responsibilities and actions as an
officer or director of Cardis was privy to and participated in the creation
development and distribution of Cardis Private Placement Memorandum
and other documents detailing the inner workings of the company and its
financial condition;
iii. Individual Defendants enjoyed significant personal contact and familiarity
with the each other and the Corporate Defendants and had access to other
members of the Cardis management team, internal report, and other
information regarding Cardis finances, operations, and sales at all relevant
times; and
34
iv. Each Defendant was aware of Cardis dissemination of information to
investors which they knew, or recklessly disregarded, was materially false
and misleading.
181. Defendants had actual knowledge of the misrepresentations and omissions of
material facts set forth herein, or acted with reckless disregard of the truth in that they failed to
ascertain and to disclose such facts, even though such facts were readily available to them.
182. Said misrepresentations and/or omissions were material and were published
and/or omitted for the purpose and effect of concealing Cardis true operating condition and lack
of future business prospects from active and potential investors as a mean of defrauding investors
in order for the Individual Defendants to take the proceeds of any investment for themselves.
183. As demonstrated by Defendants exaggerations, overstatements, and
misstatements of Cardis sales, liquidity, past accomplishments and future prospects, Defendants
acted in a manner, that if not intentional, is egregiously reckless in its failure to obtain what
should be readily accessible information as so required by law.
184. Plaintiffs purchased Cardis securities in reliance upon Defendants statements and
in ignorance of the fact that:
i. Cardis statements about its product and product readiness were untrue;
ii. Cardis sales figures were at best inaccurate and at worst outright fraud;
iii. Statements made regarding Defendants profitability; and
iv. Cardis had established a business platform and relationships that would
bring the product to market globally were untrue.
185. Plaintiffs reliance on these material false and misleading statement by
Defendants caused about Plaintiffs damage.
35
186. Prior to and during Plaintiffs investment in Cardis, Plaintiffs had no means to
independently verify the veracity of Defendants statements.
187. Had the truth been made known, Plaintiffs would have never purchased Cardis
stock.
188. Defendants have violated Section 10(b) of the Exchange Act and Rule 10b-5
promulgated thereunder.
189. As a direct and proximate result of Defendants conduct, Plaintiffs suffered
damages in connection with the purchase of Cardis stock. Upon information and belief, said
shares are worthless.
190. This action was filed within two years of discovery of the fraud and within five
years of the Plaintiffs purchase of the securities giving rise to this matter.
SECOND CAUSE OF ACTION

Violation of Section 20(a) of the Exchange Act
(Against the Individual Defendants)
full herein.
192. The Individual Defendants acted as control persons of Cardis within the meaning
of Section 20(a) of the Exchange Act.
193. The Individual Defendants are all highly placed within the Cardis organization.
Each had and has a knowledge and access to information relating to Cardis operations.
Defendants had and have the power, influence and control over statements and publications
issued by Cardis to both the prospective investor and current one. Defendants similarly control
the decision-making process behind Cardis.
36
194. Prior to the dissemination of the material false and misleading items given to
Plaintiffs, Defendants had access to these items. Defendants made no move to correct any
material misrepresentation or omission contained in the many communications between
Defendants and Plaintiffs. Moreover, the Individual Defendants had direct supervisory
involvement in the day-to-day operations of Cardis, and is presumed to have had the power to
control or influence the particular transactions and communication giving rise to the securities
violations being alleged herein.
195. As stated, Defendants have violated Section 10(b) of the Exchange Act and Rule
10b-5 promulgated thereunder due to their acts and/or omissions.
196. As a direct and proximate result of the Individual Defendants conduct, Plaintiffs
have suffered damages in connection with the purchase of Cardis stock. Upon information and
belief, said stock is worthless.
197. This action was filed within two years of discovery of the fraud and within five
years of the Plaintiffs purchase of the securities giving rise to this matter.
THIRD CAUSE OF ACTION

Common Law Fraud
(Against all Defendants)
full herein.
199. Defendants knowingly made material oral and written misrepresentation and/or
omitted material facts necessary to clarify otherwise misleading statements.
200. Defendant made such knowing misrepresentations and/or omissions regarding
Cardis business plan; the progress of Cardis acceptance amongst vendors; bringing Cardis to
IPO; and other matters.
37
201. At the time the material misrepresentations and omissions were made, Defendant
knew them to be false, or alternatively, knowingly and recklessly disregarding the veracity of the
statements made. Defendants did to in order to induce reliance by Plaintiffs and to obtain an
investment from Plaintiffs.
202. Defendants were aware that that the materially false information would be used
by Plaintiffs in their determination to invest and to continue with Cardis.
203. Plaintiffs reasonably relied upon the false representations and omissions of
material fact for the particular purpose described herein.
204. Plaintiffs reliance on Defendants statements was foreseeable and justified.
205. Plaintiffs reliance upon Defendants statements caused financial loss as stated
herein.
206. Plaintiffs are entitled to damages caused by this wrongful conduct in an amount to
be determined at trial.
FOURTH CAUSE OF ACTION

Fraud in the Inducement
207. Plaintiffs repeat and realleges each and every allegation above as if set forth in
full herein.
38
214. Plaintiffs reliance upon Defendants statements caused financial loss as stated
herein.
215. Plaintiffs are entitled to damages caused by this wrongful conduct in an amount to
be determined at trial.
FIFTH CAUSE OF ACTION

Equitable Fraud
full herein.
39
221. Defendants misrepresented and concealed material facts as to the terms of
Plaintiffs investment.
224. As a result of Defendants equitable fraud, Plaintiffs have been damaged.
SIXTH CAUSE OF ACTION

Conversion
full herein.
226. Plaintiffs invested in Cardis with an understanding that they were purchasing
stock in a company, not that they were personally financing the Defendants, specifically Horn,
GWTB and H. Group NY LLC.
227. Horn, GWTB and H. Group NY LLC converted this investment for their own
personal use, not consistent with their duties and obligations to Plaintiffs.
40
228. Moreover, upon information and belief, Defendants exercised unauthorized
dominion and control over the monies given by Plaintiffs to be invested in Cardis, taking said
monies for their own pocket.
229. As a result of Defendants wrongful conversion, Plaintiffs have been damaged.
SEVENTH CAUSE OF ACTION

Accounting
(Against Defendants H. Group NY LLC, Girl With The Bow, LLC and Moshie Horn)
full herein.
231. As partners in GWTB, which is a subsidiary of H. Group NY, LLC, Plaintiffs are
entitled to a full and proper accounting of sales, transfers, assignments, liens, encumbrances,
payments, fees, salaries, and/or other such dispositions of any and all GWTB funds and assets
since the date of GWTBs formation.
232. Moreover, as Horn is the administering partner and he had direct and absolute
control over Plaintiffs funds, Horn owes Plaintiffs an accounting.
EIGHTH CAUSE OF ACTION

Unjust Enrichment
full herein.
234. Plaintiffs invested in Cardis with an understanding that they were purchasing
stock in a company, not that they were personally financing the Defendants.
235. Defendants have secreted these monies away from their own use without
consideration or justification.
41
236. As a result, Defendants have been unjustly enriched by Plaintiffs investment in
Cardis and Plaintiffs have been damaged.
NINTH CAUSE OF ACTION

Breach of Fiduciary Duty
237. Plaintiff repeats and realleges each and every allegation above as if set forth in
full herein.
238. The Individual Defendants owe Plaintiffs the utmost fiduciary duties of due care,
good faith and loyalty. The Individual Defendants, separately and together, in connection with
the management of Cardis, Choshen and GWTB violated their fiduciary obligations owed
Plaintiffs, including, inter alia, the duty to:
a. undertake an appropriate evaluation of Cardis

worth as a company;
b. act independently so that the interests of Cardis
shareholders will be protected and enhanced; and
c. engage in fair dealing and full disclosure with
shareholders.
239. Defendants Hoffman and Nierenberg have and are continuing to issue misleading
statements about Cardis success. As such, said defendants, with the Individual Defendants have
continued to engage in material misrepresentations and omissions regarding Cardis status as
well as the evaluation of Cardis as a whole.
240. Due to the above-mentioned conduct and mismanagement of Cardis, GWTB, and
Choshen the Individual Defendants have breached their duties of loyalty, due care, good faith
and independence.
PUNITIVE DAMAGES
241. As a direct and proximate cause of Defendants violations alleged herein,
Plaintiffs have been significantly damaged in an amount to be proven at trial. Plaintiffs are
42
entitled to punitive damages as Defendants acted with an intentional and evil mind and with the
intent to cause injury, or recklessly disregarded the substantial risk of harm to Plaintiffs and
those similarly situated.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs seeks judgement against the Defendants at follows:
a. An award of compensatory damages in favor of Plaintiffs against all
Defendants, jointly and severally, for all damages sustained as a result of
Defendants wrongdoing in an amount to be determined at trial, but not
less than $71,000.00, including interest accrued thereupon;
b. Punitive damages in an account to be determined at trial;
c. An award for Plaintiffs reasonable costs and expenses incurred in bringing
this action, including, but not limited to counsel and expert fees;
d. Any and all further relief that this Court may deem just and proper.
JURY TRIAL DEMANDED
Pursuant to Fed. R. Civ. P. 38, Plaintiffs hereby request a trial by jury for all issues so
triable.
Dated: New York,

February 17, 2017
Respectfully Submitted,
43
The Law Office of

Jacob Z. Weinstein, PLLC
Attorney for Plaintiffs
By: __/s/ Jacob Z. Weinstein________

JACOB Z. WEINSTEIN, ESQ. (JW6133)
545 FIFTH AVENUE, 8TH FLOOR
NEW YORK, NY 10017
TELEPHONE: (646) 450-3484
FACSIMILE: (646) 774-0368
E-MAIL: JZW@JZWEINSTEINLAW.COM
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Stephen Brown - Securities Fraud - Cardis Enterprises International

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Case 2:17-cv-00978-SJF-GRB Document 1 Filed 02/21/17 Page 1 of 44 PageID #: 1

UNITED STATED DISTRICT COURT

CARDIS ENTERPRISES INTERNATIONAL, N.V.; Jury Trial is Demanded

1. This is a civil action seeking compensatory injunctive relief; damages; punitive

2. Specifically, Plaintiffs allege, that Defendants intentionally and knowingly sought

to and did engage in a fraudulent securities sale scheme.

associated with said fraud.

4. Defendants deceptive conduct characterizes conduct which the Securities

5. In direct connection with this calculated fraudulent scheme, the Individual

securities under Federal and State law.

6. Additionally, the Individual Defendants further omitted to state material facts

Exchange Act and SEC rules promulgated thereunder.

7. In an effort to cover-up the alleged fraud, Defendants engaged in a continued

scheme which was designed to dupe investors.

securities in Cardis Enterprises International, N.V.

10. Cardis Enterprises International, N.V., Cardis Enterprises International U.S.A.,

covering-up the herein alleged fraud.

out of the Choshen Israel Group, LLC office.

i. Internal analysis of Suqarbooks.pdf

which appeared to be from third-parties.

17. Replying solely upon Defendants material misrepresentations, Plaintiffs invested

$71,000 into Cardis.

purpose is to invest in Cardis.

20. Subsequently, Aaron David Fischman, without authorization and with no

21. Defendants, in additional efforts to continue the fraud, distributed material

capital, some by as much as 350%.

disseminated about Cardis was false and/or wildly embellished.

shares in Cardis Common Stock.

qualify as accredited or sophisticated investors.

to enrich the Individual Defendants.

conversion, unjust enrichment and breach of fiduciary duties.

JURISDICTION AND VENUE

240.10b-5); as well as the laws of the State of New York.

business within this district.

with the acts, practices and courses of conduct alleged herein.

is timely as Plaintiffs discovered the fraud within one-year of this filing.

43. Upon information and belief, Defendant CARDIS ENTERPRISES

44. Upon information and belief, Defendant CARDIS ENTERPRISES

INTERNATIONAL (U.S.A.) (Cardis USA) is registered to do business in the State of New

45. Upon information and belief, Defendant CARDIS ENTERPRISES

INTERNATIONAL, BV (Cardis BV) is registered and formed to do business within the

supervisory Board Director of Cardis, and Choshens managing partner.

49. Upon information and belief, Defendant, H GROUP NY LLC (H Group) is a

Cedarhurst, New York 11516.

51. Upon information and belief, Defendant AARON DAVID FISCHMAN

52. Upon information and belief, Defendant MOSHIE HORN (Horn) is an

53. Upon information and belief, Defendant STEVE BROWN (Brown) is an

President Finance of Cardis USA.4

54. Upon information and belief, Defendant STEVEN HOFFMAN (Hoffman) is an

Hoffman holds himself out to be a Managing Director of Cardis International from

upon any of Cardis documents or their website.

55. Upon information and belief, Defendant JONATHAN NIERENBERG

Cardis website as the Chief Marketing Officer for Cardis USA.5

56. Defendants identified in paragraphs 43-55 are collectively referred to hereafter as

57. Defendants identified in paragraphs 51-55 are collectively referred to hereafter as

the Individual Defendants.

actions alleged herein.

time relevant to Defendants wrongful and fraudulent conduct.

60. According to statements by Horn to Plaintiffs from on or about December 12,

one and the same.

product that will work on any platform.

63. Cardis describes itself as:

innovations taking place in publishing, entertainment and gaming,

the company public via an Initial Public Offering (IPO).