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1 George Sharp

3525 Del Mar Heights Road, #620


2 San Diego, CA 92130
(310) 498-4455
3 (619) 446-6717 fax
4 In Propria Persona
5
6 SUPERIOR COURT OF THE STATE OF CALIFORNIA
7 COUNTY OF ORANGE, CENTRAL JUSTICE CENTER
8
9 GEORGE SHARP, ) Case No.
)
10 )
) PLAINTIFF GEORGE SHARP’S
11 Plaintiff, ) COMPLAINT FOR
)
12 )
v. ) 1) Fraud; and,
13 )
)
14 Corix Bioscience, Inc., Sean Zarinegar, ) 2) Negligent Misrepresentation; and,
and DOES 1 through 500, inclusive, )
15 )
) 3) Breach of Fiduciary Duty
16 Defendants. )
)
17 ) 4) Violation of California Unfair
) Business Practices Act – Business &
18 )
) Professions Code Section 17200
19 )
)
20 )
)
21 _____________________________________ )
)
22
23
24
25
26
27
28

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COMPLAINT
1 COMES NOW PLAINTIFF AND ALLEGES AS FOLLOWS:
2 1. At all times mentioned herein, Plaintiff Sharp, “SHARP” was a
3 resident of San Diego County, California. SHARP.
4 2. Defendant Corix Bioscience, Inc. (“CORIX”), is a publicly traded
5 Maryland Corporation, traded through OTC Markets Group, Inc.’s OTC-Link
6 platform under the symbol “CXBS” and with a listed place of business at 18662
7 MacArthur Boulevard, Suite 200, Irvine, CA 92612.
8 3. From January 2009 and up to June 2015, Defendant CORIX was
9 known as Affinity Mediaworks Corporation.
10 4. From June 2015 and up to August 2017, Defendant CORIX was
11 known as American Housing Income Trust, Inc.
12 5. Since March 2017, CORIX has changed its focus from being a real
13 estate investment company to a provider of cannabis products.
14 6. Plaintiff is informed and believes that since January 31, 2015,
15 Defendant Sean Zarinegar (“ZARINEGAR”) has been a director and Chairman of
16 the Board of Directors, as well as a significant shareholder of CORIX, and at
17 various times acted as its sole officer under the titles President, CEO, CFO and
18 Treasurer.
19 7. Plaintiff is ignorant of the true names of defendants sued herein as
20 DOES 1 through 500, inclusive, and therefore sues these defendants by such
21 fictitious names. Plaintiff will amend this Complaint to allege their true names and
22 capacities when ascertained. Any allegation against any defendant shall apply to
23 each DOE defendant
24 8. Plaintiff is informed and believes, and on such information and belief
25 alleges, that at all times herein mentioned, each defendant was the agent of each
26 and every other defendant, and in doing the things alleged herein, was acting in the
27 course and scope of its/his agency and/or employment and was acting with the
28 consent, permission and/or authorization of each and every remaining defendant.

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COMPLAINT
1 The acts and conduct of each defendant herein was ratified and approved by every
2 remaining defendant.
3
4 CHRONOLOGICAL FACTUAL HISTORY OF CLAIMS
5 9. On or about August 14, 2014, the Plaintiff became the registered
6 owner of one million shares of Affinity Mediaworks Corporation.
7 10. From July 31, 2014 to June 15, 2015, the Defendants had issued no
8 less than 46,363,687 shares of CORIX stock, then known as Affinity Mediaworks
9 Corporation. The issuance(s) represented a 50.3% increase in the number of shares
10 outstanding over a period of less than one year.
11 11. From February 4, 2015 through to at least November 14, 2016, the
12 Defendants filed various documents with the United States Securities and
13 Exchange Commission (“SEC”) asserting that CORIX was involved in the
14 business of investing in real estate and that it would or had achieved status as a
15 Real Estate Investment Trust (“REIT”).
16 12. During June of 2015 the Defendants executed a one for one thousand
17 reverse split of stock reducing the number of shares outstanding in CORIX from at
18 approximately 116 million shares to approximately 116,000 shares, effectively
19 wiping out the existing shareholders.
20 13. Following the June 2015 reverse split of stock to the present, the
21 Defendants have issued no less than 21.4 million shares of CORIX stock, an
22 increase of approximately 18,500%.
23 14. From June 24, 2015 to November 3, 2016, the Defendants issued no
24 less than 19 press releases touting various purported business achievements, and
25 especially CORIX’s intent on qualifying as a REIT.
26 15. June 4, 2015, CORIX issued a press release announcing the
27 acquisition of nine homes.
28 ///

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COMPLAINT
1 16. On February 24, 2016, CORIX issued a press release announcing that
2 it had launched a direct public offering of 3 million shares of its stock in order to
3 raise $9 million.
4 17. On February 25, 2016, CORIX issued a press release announcing that
5 it had acquired 50 new homes.
6 18. On April 4, 2016, CORIX issued a press release announcing that the
7 Board of Directors had authorized a stock repurchase of up to $2 million. This
8 repurchase plan was announced just 40 days after CORIX announced that it had
9 intended to sell stock to raise $9 million.
10 19. On April 16, 2016, CORIX issued a press release announcing that it
11 has acquired 2 new properties and approximately 6 acres of land located in
12 Hughson, CA., at an aggregate purchase price of approximately $1.6 million.
13 20. On June 22, 2016, CORIX issued a press release announcing that it
14 had launched a direct public offering of 3 million shares of its stock in order to
15 raise $9 million.
16 21. On July 28, 2016, CORIX issued a press release announcing that it
17 had acquired 10 new homes with a value of over $10 million.
18 22. On October 13, 2016, CORIX issued a press release announcing that it
19 had launched a direct public offering of 3 million shares of its stock in order to
20 raise $3 million.
21 23. On October 25, 2016, CORIX issued a press release announcing that it
22 achieved 100% on its 59 homes.
23 24. On November 3, 2016, CORIX issued a press release announcing the
24 implementation of a Cloud-Based End-to-End Property Management Automation
25 System. Within its press release the Defendant identified itself as, “an internally
26 managed real estate investment trust (REIT) that owns and operates single-family
27 rental properties.”
28 25. On March 14, 2017, CORIX issued a press release announcing that it

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COMPLAINT
1 had acquired IX Biotechnology, Inc., a company focused on the production of
2 certified organic cannabidiol oil.
3
4 ZARINEGAR WAS THE ALTER-EGO OF CORIX
5 26. The Plaintiff is informed and believes and thereon alleges that
6 Defendant Sean Zarinegar was the alter-ego of the Defendant CORIX from
7 January 31, 2015 through March 14, 2017.
8 27. The two basic requirements that must be satisfied before a corporate
9 defendant's entity may be disregarded and an individual may be considered to be
10 the corporate defendant's alter ego are: (1) that there be such unity of interest and
11 ownership that the separate personalities of the corporation and the individual no
12 longer exist; and (2) that, if the acts are treated as those of the corporation alone, an
13 inequitable result will follow. Mesler v. Bragg Management Co. (1985) 39 Cal. 3d
14 290, 300, 216 Cal. Rptr. 443, 702 P.2d 601 ; Automotriz Del Golfo De Cal. v.
15 Resnick (1957) 47 Cal. 2d 792, 796, 306 P.2d 1 ; NEC Electronics Inc. v. Hurt
16 (1989) 208 Cal. App. 3d 772, 777, 256 Cal. Rptr. 441 ).
17 28. Before a corporation's acts and obligations can be legally recognized
18 as those of a particular person, and vice versa, the following conditions must exist.
19 Minifie v. Rowley (1921) 187 Cal. 481, 487; Robbins v. Blecher (1997) 52 Cal.
20 App. 4th 886, 892 ; Associated Vendors, Inc. v. Oakland Meat Co. (1962) 210 Cal.
21 App. 2d 825, 837:
22 - It must appear that the corporation is not only influenced and governed
23 by that person, but that there is such a unity of interest and ownership
24 that the individuality, or separateness, of such person and the corporation
25 has ceased; and
26 - The facts are such that an adherence to the fiction of the separate
27 existence of the corporation would, under the particular circumstances,
28 sanction a fraud or promote injustice.

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COMPLAINT
1 29. The variety of factors that courts have considered in reaching their
2 determination as to whether the alter ego doctrine should be applied were
3 summarized, with citations to authority, in Associated Vendors Inc. v. Oakland
4 Meat Co. (1962) 210 Cal. App. 2d 825, 838-840, including the commingling of
5 funds and other assets, failure to segregate funds of the separate entities, and the
6 unauthorized diversion of corporate funds or assets to other than corporate uses,
7 the treatment by an individual of the assets of the corporation as his or her own, the
8 failure to observe corporate formalities or to keep accurate corporate records, the
9 undercapitalization of the corporation and the draining of the corporate assets by
10 the shareholder. All of those factors are present here as will be proved at the time
11 of trial.
12
13 THE CONSPIRACY
14 30. The Plaintiff is informed and believes and thereon alleges that all the
15 events, factual and alleged, were conducted in a conspiracy devised by the
16 Defendants for the purpose of self-dealing and calculated to (a) sell intrinsically
17 valueless shares of CORIX; (b) entice CORIX shareholders to maintain their
18 holdings; (c) unjustly enrich certain individuals, including Defendant
19 ZARINEGAR; (d) eliminate shareholder value without consideration to
20 shareholders; and, (e) restore the divested and wiped out (a result of the reverse
21 split) holdings of certain individuals including ZARINEGAR for little or no value
22 received.
23
24 FIRST CAUSE OF ACTION
25 Fraud
26 (against all Defendants)
27 31. Plaintiff hereby re-alleges and incorporates by reference the facts and
28 allegations contained in Paragraphs 1 through 30 as though fully set forth herein.

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COMPLAINT
1 32. In order to induce the Plaintiff and other shareholders to maintain its
2 holdings in CORIX common stock and entice the purchase of new shares by the
3 public at large, the Defendants made express representations, through the issuances
4 of press releases and other public statements.
5 33. Each of these representations were made for the purpose of inducing
6 the Plaintiff to rely on them and entice the Plaintiff and other shareholders and
7 members of the public to retain their CORIX common stock holdings.
8 34. This scheme by the Defendants was unknown to Plaintiff at the time it
9 was concocted, and he had no basis to know that these representations were false.
10 Hence, the Plaintiff reasonably and justifiably relied upon the Defendants’
11 representations and retained his CORIX stock holdings.
12 35. As a result of this fraud by the Defendants, Plaintiff has suffered
13 damages including the actual loss of $4 million, an amount to be proven at trial, the
14 loss of the opportunity to invest in other investments, as well as other damages in
15 an amount to be proven at the time of trial.
16 36. Each of these representations caused damages including, but not
17 limited, to the loss to the Plaintiff of the value virtually his entire holdings in
18 CORIX, valued at $4 million.
19 37. As each of these misrepresentations constituted fraud and were made
20 with a conscious disregard for the rights and privileges of the Plaintiff, the Plaintiff
21 is entitled to an award of punitive and exemplary damages in an amount to be
22 proven at the time of trial.
23
24 Count 1 – Intentional Misrepresentation – June 4, 2015
25 38. On June 4, 2015, the Defendants cause the issuance of a press release
26 announcing the acquisition of nine homes and a quest to become a REIT. The press
27 release was designed to give the public the impression that CORIX was a real
28 estate investor and that shareholders were invested in a real estate company.

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COMPLAINT
1 39. At the time this representation was made it was false and misleading,
2 and the Defendants knew that the representation were false and misleading,
3 because CORIX was feigning to be a real estate company for the purpose of
4 enriching certain insiders including the Defendants. CORIX had no intention of
5 maintaining any real estate assets; such assets would not benefit the shareholders;
6 and the Defendants knew that CORIX could never qualify to be a REIT because it
7 had no intention to retain any investment properties.
8
9 Count 2 – Intentional Misrepresentation – February 24, 2016
10 40. On February 24, 2016, the Defendants cause the issuance of a press
11 release announcing that it had launched a direct public offering of 3 million shares
12 of its stock in order to raise $9 million and its quest to become a REIT. The press
13 release was designed to give the public the impression that CORIX was a real
14 estate investor and that shareholders were invested in a real estate company.
15 41. At the time this representation was made it was false and misleading,
16 because the Defendants knew that the company had relatively little intrinsic value
17 and could not and would not be able to raise $9 million under the announced terms.
18 CORIX had no intention of maintaining any real estate assets; such assets would
19 not benefit the shareholders; and the Defendants knew that CORIX could never
20 qualify to be a REIT because it had no intention to retain any investment
21 properties.
22
23 Count 3 – Intentional Misrepresentation – April 4, 2016
24 42. On April 4, 2016, CORIX issued a press release announcing that the
25 Board of Directors had authorized a stock repurchase of up to $2 million and that it
26 was on a quest to become a REIT. The press release was designed to give the
27 public the impression that CORIX was a real estate investor and that shareholders
28 were invested in a real estate company and that share value would appreciate

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COMPLAINT
1 because of a pending share buyback.
2 43. At the time this representation was made it was false and misleading,
3 because the Defendants knew that the company had relatively little intrinsic value
4 and did not have the means to execute such a buyback of shares, as evidenced by
5 announcements prior to and after the April 4, 2016 announcement that CORIX
6 would attempt to fund itself through the sale of shares; and the Defendants knew
7 that CORIX could never qualify to be a REIT because it had no intention to retain
8 any investment properties.
9
10 Count 4 – Intentional Misrepresentation – April 16, 2016
11 44. On April 16, 2016, CORIX issued a press release announcing that it
12 has acquired 2 new properties and approximately 6 acres of land located in
13 Hughson, CA., at an aggregate purchase price of approximately $1.6 million, and
14 that it was on a quest to become a REIT.
15 45. At the time this representation was made it was false and misleading,
16 and the Defendants knew that the representation were false and misleading,
17 because CORIX was feigning to be a real estate company for the purpose of
18 enriching certain insiders including the Defendants. CORIX had no intention of
19 maintaining any real estate assets; such assets would not benefit the shareholders;
20 and the Defendants knew that CORIX could never qualify to be a REIT because it
21 had no intention to retain any investment properties.
22
23 Count 5 – Intentional Misrepresentation – June 22, 2016
24 46. On June 22, 2016, CORIX issued a press release announcing that it
25 had launched a direct public offering of 3 million shares of its stock in order to
26 raise $9 million and its quest to become a REIT. The press release was designed to
27 give the public the impression that CORIX was a real estate investor and that
28 shareholders were invested in a real estate company.

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COMPLAINT
1 47. At the time this representation was made it was false and misleading,
2 because the Defendants knew that the company had relatively little intrinsic value
3 and could not and would not be able to raise $9 million under the announced terms.
4 CORIX had no intention of maintaining any real estate assets; such assets would
5 not benefit the shareholders; and the Defendants knew that CORIX could never
6 qualify to be a REIT because it had no intention to retain any investment
7 properties.
8
9 Count 6 – Intentional Misrepresentation – July 28, 2016
10 48. On July 28, 2016, CORIX issued a press release announcing that it
11 had acquired 10 new homes with a value of over $10 million, and that it was on a
12 quest to become a REIT.
13 49. At the time this representation was made it was false and misleading,
14 and the Defendants knew that the representation were false and misleading,
15 because CORIX was feigning to be a real estate company for the purpose of
16 enriching certain insiders including the Defendants. CORIX had no intention of
17 maintaining any real estate assets; such assets would not benefit the shareholders;
18 and the Defendants knew that CORIX could never qualify to be a REIT because it
19 had no intention to retain any investment properties.
20
21 Count 7 – Intentional Misrepresentation – October 13, 2016
22 50. On October 13, 2016, CORIX issued a press release announcing that
23 it had launched a direct public offering of 3 million shares of its stock in order to
24 raise $3 million.
25 51. At the time this representation was made it was false and misleading,
26 because the Defendants knew that the company had relatively little intrinsic value
27 and could not and would not be able to raise $3 million under the announced terms.
28 CORIX had no intention of maintaining any real estate assets; such assets would

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COMPLAINT
1 not benefit the shareholders; and the Defendants knew that CORIX could never
2 qualify to be a REIT because it had no intention to retain any investment
3 properties.
4
5 Count 8 – Intentional Misrepresentation – November 3, 2016
6 52. On November 3, 2016, CORIX issued a press release announcing the
7 implementation of a Cloud-Based End-to-End Property Management Automation
8 System. Within its press release the Defendant identified itself as, “an internally
9 managed real estate investment trust (REIT) that owns and operates single-family
10 rental properties.”
11 53. At the time this representation was made it was false and misleading,
12 and the Defendants knew that the representation were false and misleading,
13 because CORIX was feigning to be a real estate company for the purpose of
14 enriching certain insiders including the Defendants. CORIX had no intention of
15 maintaining any real estate assets; such assets would not benefit the shareholders;
16 and the Defendants knew that CORIX was not a REIT as claimed, and could never
17 qualify to be a REIT because it had no intention to retain any investment
18 properties.
19
20 Count 9 – Concealment
21 54. In order to induce the Plaintiff and other shareholders to retain their
22 holdings in CORIX stock and entice the purchase of new shares by the public at
23 large, the Defendants knowingly omitted material facts within its many
24 representations.
25 55. The Defendants made these omissions as they knew that the
26 dissemination of these material facts would likely cause the Plaintiff and other
27 shareholders to divest their holdings in CORIX stock and hamper the sales of
28 additional shares.

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COMPLAINT
1 56. Through these omissions, the Defendants misrepresented the viability
2 of the Plaintiff’s and other shareholders holdings in CORIX stock and the
3 likelihood of benefitting from a share price increase.
4 57. The Defendants’ omissions were deliberate with the intent to conceal
5 the material facts from the Plaintiff and other shareholders in order to induce them
6 to retain their holdings in CORIX stock and entice the purchase of new shares by
7 the public at large.
8 58. This scheme by the Defendants was unknown to Plaintiff at the time it
9 was concocted, and he had no reason to believe that material facts were omitted.
10 Hence, the Plaintiff reasonably and justifiably relied upon the Defendants’
11 representation and retained his holdings in CORIX stock.
12 59. As a result of this fraud by the Defendants, Plaintiff has suffered
13 damages including the loss of money, the loss of the opportunity to participate in
14 other investments, loss of the benefits from increases in the stock price that could
15 have been achieved had the Defendants’ intentions been forthright, as well as other
16 damages in an amount to be proven at the time of trial.
17 60. While making numerous representations that CORIX was acquiring
18 real estate and that it was on a quest to become a REIT, the Defendants concealed
19 the facts and knowledge of the facts that there was no intention to maintain CORIX
20 as a real estate company and that it would never qualify to become a REIT because
21 it could not qualify to become a REIT.
22 61. Defendants concealed the fact that and knowledge of the fact that the
23 attempts to raise funding under the terms announced on February 24, 2016, June
24 22, 2016 and October 13, 2016 were unsuccessful.
25 62. Defendants concealed the fact that and knowledge of the fact that
26 and, that there was no intention of instituting a share buyback as announced on
27 April 4, 2016, because CORIX did not have the means to execute such a buyback.
28 63. Within each representation by the Defendants, they concealed that the

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COMPLAINT
1 true intent of the representation was to sell shares of CORIX stock to the public
2 and entice existing shareholders to maintain their holdings in CORIX stock.
3
4 SECOND CAUSE OF ACTION
5 For Negligent Misrepresentation
6 (against all Defendants)
7 64. Plaintiff hereby re-alleges and incorporates by reference the facts and
8 allegations contained in Paragraphs 1 through 28 as though fully set forth herein.
9 65. In order to induce the Plaintiff and shareholders to retain their
10 holdings in CORIX stock, the Defendants expressed representations to the Plaintiff
11 through press releases and other public statements.
12 66. At the time each of these representations were made, the Defendants
13 made them with a negligent disregard for whether the representations were true or
14 false and made them for the purpose of inducing the Plaintiff to rely on them.
15 67. At the time each of the aforementioned representations was made, the
16 Plaintiff was unaware that they were false and reasonably and justifiably relied
17 upon them.
18 68. The representations were made to induce the Plaintiff and
19 shareholders to retain their holdings in CORIX stock.
20 69. This scheme by the Defendants was unknown to Plaintiff and he had
21 no basis to know that these representations were false. Hence, the Plaintiff
22 reasonably and justifiably relied upon the Defendants’ representations and retained
23 his holdings in CORIX stock.
24 70. As a result of this negligent misrepresentation by the Defendants,
25 Plaintiff has suffered damages including the loss of the opportunity to participate
26 in other investments, loss of the benefits from increases in the stock price that
27 could have been achieved had the Defendants’ intentions been forthright, as well as
28 other damages in an amount to be proven at the time of trial.

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COMPLAINT
1 Count 1 – June 4, 2015
2 71. On June 4, 2015, the Defendants cause the issuance of a press release
3 announcing the acquisition of nine homes and a quest to become a REIT. The press
4 release was designed to give the public the impression that CORIX was a real
5 estate investor and that shareholders were invested in a real estate company.
6 72. This representation was false and misleading, and the Defendants
7 made the representation while negligently disregarding the facts that CORIX was
8 not intended to be anything more than an enrichment scheme for certain insiders,
9 including the Defendants and that CORIX could never become a REIT because it
10 had no intention to retain any investment properties.
11
12 Count 2 – February 24, 2016
13 73. On February 24, 2016, the Defendants cause the issuance of a press
14 release announcing that it had launched a direct public offering of 3 million shares
15 of its stock in order to raise $9 million and its quest to become a REIT. The press
16 release was designed to give the public the impression that CORIX was a real
17 estate investor and that shareholders were invested in a real estate company.
18 74. This representation was false and misleading, and the Defendants
19 made the representation while negligently disregarding the facts that CORIX was
20 not intended to be anything more than an enrichment scheme for certain insiders,
21 including the Defendants; that CORIX did not provide asset value to justify such
22 an offering, and therefore could not place the offering; and, that CORIX could
23 never become a REIT because it had no intention to retain any investment
24 properties.
25
26 Count 3 – April 4, 2016
27 75. On April 4, 2016, CORIX issued a press release announcing that the
28 Board of Directors had authorized a stock repurchase of up to $2 million and that it

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COMPLAINT
1 was on a quest to become a REIT. The press release was designed to give the
2 public the impression that CORIX was a real estate investor and that shareholders
3 were invested in a real estate company and that share value would appreciate
4 because of a pending share buyback.
5 76. This representation was false and misleading, and the Defendants
6 made the representation while negligently disregarding the facts that CORIX was
7 not intended to be anything more than an enrichment scheme for certain insiders,
8 including the Defendants; that CORIX could never become a REIT because it had
9 no intention to retain any investment properties; and, because CORIX did not have
10 the means to buy back any significant number of shares.
11
12 Count 4 – April 16, 2016
13 77. On April 16, 2016, CORIX issued a press release announcing that it
14 has acquired 2 new properties and approximately 6 acres of land located in
15 Hughson, CA., at an aggregate purchase price of approximately $1.6 million, and
16 that it was on a quest to become a REIT.
17 78. This representation was false and misleading, and the Defendants
18 made the representation while negligently disregarding the facts that CORIX was
19 not intended to be anything more than an enrichment scheme for certain insiders,
20 including the Defendants and that CORIX could never become a REIT because it
21 had no intention to retain any investment properties.
22
23 Count 5 – June 22, 2016
24 79. On June 22, 2016, CORIX issued a press release announcing that it
25 had launched a direct public offering of 3 million shares of its stock in order to
26 raise $9 million and its quest to become a REIT. The press release was designed to
27 give the public the impression that CORIX was a real estate investor and that
28 shareholders were invested in a real estate company.

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COMPLAINT
1 80. This representation was false and misleading, and the Defendants
2 made the representation while negligently disregarding the facts that CORIX was
3 not intended to be anything more than an enrichment scheme for certain insiders,
4 including the Defendants; that CORIX did not provide asset value to justify such
5 an offering, and therefore could not place the offering; and, that CORIX could
6 never become a REIT because it had no intention to retain any investment
7 properties.
8
9 Count 6 – July 28, 2016
10 81. On July 28, 2016, CORIX issued a press release announcing that it
11 had acquired 10 new homes with a value of over $10 million, and that it was on a
12 quest to become a REIT.
13 82. This representation was false and misleading, and the Defendants
14 made the representation while negligently disregarding the facts that CORIX was
15 not intended to be anything more than an enrichment scheme for certain insiders,
16 including the Defendants and that CORIX could never become a REIT because it
17 had no intention to retain any investment properties.
18
19 Count 7 – October 13, 2016
20 83. On October 13, 2016, CORIX issued a press release announcing that
21 it had launched a direct public offering of 3 million shares of its stock in order to
22 raise $3 million, and its quest to become a REIT
23 84. This representation was false and misleading, and the Defendants
24 made the representation while negligently disregarding the facts that CORIX was
25 not intended to be anything more than an enrichment scheme for certain insiders,
26 including the Defendants; that CORIX did not provide asset value to justify such
27 an offering, and therefore could not place the offering; and, that CORIX could
28 never become a REIT because it had no intention to retain any investment

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COMPLAINT
1 properties.
2
3 Count 8 –November 3, 2016
4 85. On November 3, 2016, CORIX issued a press release announcing the
5 implementation of a Cloud-Based End-to-End Property Management Automation
6 System. Within its press release the Defendant identified itself as, “an internally
7 managed real estate investment trust (REIT) that owns and operates single-family
8 rental properties.”
9 86. This representation was false and misleading, and the Defendants
10 made the representation while negligently disregarding the facts that CORIX was
11 not intended to be anything more than an enrichment scheme for certain insiders,
12 including the Defendants; that CORIX did not provide asset value to justify such
13 an offering, and therefore could not place the offering; and, that CORIX was not a
14 REIT and could never become a REIT because it had no intention to retain any
15 investment properties.
16
17 THIRD CAUSE OF ACTION
18 Breach of Fiduciary Duty
19 (against Sean Zarinegar)
20 87. Plaintiff hereby re-alleges and incorporates by reference the facts and
21 allegations contained in Paragraphs 1 through 63 as though fully set forth herein.
22 88. California Civil Code Section 3294 provides;
23
24 (a) In an action for the breach of an obligation not arising
25 from contract, where it is proven by clear and convincing evidence
26 that the defendant has been guilty of oppression, fraud, or malice,
27 the plaintiff, in addition to the actual damages, may recover damages
28 for the sake of example and by way of punishing the defendant.

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COMPLAINT
1 89. As the President, Chief Executive Officer and Chief Financial
2 Officer, Treasurer and Chairman of the Board, ZARINEGAR had a fiduciary duty,
3 a duty of loyalty and a duty of care when conducting CORIX’s business and
4 operations that is required to be in a manner that is considerate of the best interests
5 of the shareholders, including the Plaintiff.
6 90. ZARINEGAR’s conduct as an officer of CORIX consisted of
7 knowingly making fraudulent statements on behalf of CORIX; double dealing; and
8 wasting corporate assets to the Plaintiff’s detriment.
9 91. Over the entire course of ZARINEGAR’s tenure as CEO, CFO,
10 President and Director of CORIX, not a single general meeting of the shareholders
11 was held. Rather, ZARINEGAR used his position of controlling shareholder to
12 enforce corporate actions without the consideration of the best interests of the
13 minority shareholders.
14 92. A reverse split of CORIX common stock was executed in June 2015,
15 effectively eliminating the Plaintiff’s holdings in CORIX without consideration.
16 93. ZARINEGAR replaced his common stock holdings that was
17 eliminated by the reverse split, by using his control of CORIX to enact corporate
18 actions that issued him new stock for no value received.
19 94. All of this conduct by ZARINEGAR was oppressive and in breach of
20 his fiduciary duty to the Plaintiff.
21
22 FOURTH CAUSE OF ACTION
23 Unfair Business Practices
24 – California Business and Professions Code Section 17200
25 (against all Defendants)
26 95. Plaintiff hereby re-alleges and incorporates by reference the facts and
27 allegations contained in Paragraphs 1 through 63 as though fully set forth herein.
28 96. The aforementioned conduct was each in themselves acts of

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COMPLAINT
1 intentional misrepresentation, fraudulent transfer and/or concealment, and as such,
2 each constitute an unfair business practice in violation of California Business and
3 Professions Code section 17200, et seq.
4 97. The Plaintiff has suffered actual injury and loss of money in that the
5 value of his CORIX holdings was affected as a direct result of the Defendants’
6 premeditated concealment and misrepresentations.
7 98. Plaintiff is informed and believes and thereon alleges that the
8 defendants’ conduct of defrauding shareholders, intentionally making false and
9 misleading representations and fraudulently transferring CORIX’s assets is an
10 ongoing business practice that continues to the present date. Without Court
11 intervention, this conduct will continue unabated into the future.
12 99. Based on these facts, Plaintiff seeks equitable relief including, but not
13 limited to, restitution, disgorgement of profits, and a preliminary and permanent
14 injunction.
15
16 WHEREFORE, Plaintiff prays judgment against the Defendants as follows:
17 1. On Plaintiff’s First Cause of Action herein:
18 (a) for a preliminary and permanent injunction;
19 (b) for damages of at least $4 million, to be proven at trial;
20 (c) for restitution;
21 (d) for disgorgement of profits;
22 (e) for cost of suit herein incurred;
23 (f) for punitive and exemplary damages; and,
24 (g) for such other and further relief as the court may deem proper.
25 2. On Plaintiff's Second Cause of Action herein:
26 (a) for damages of at least $4 million, to be proven at trial;
27 (b) for disgorgement of profits;
28 (c) for cost of suit herein incurred; and

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1 (d) for such other and further relief as the court may deem proper.
2 3. On Plaintiff's Third Cause of Action herein:
3 (a) for a preliminary and permanent injunction;
4 (b) for restitution;
5 (c) for disgorgement of profits;
6 (d) for cost of suit herein incurred; and
7 (e) for such other and further relief as the court may deem proper.
8 4. On Plaintiff's Fourth Cause of Action herein:
9 (a) for a preliminary and permanent injunction;
10 (b) for statutory damages;
11 (c) for restitution;
12 (d) for disgorgement of profits;
13 (e) for cost of suit herein incurred; and
14 (f) for such other and further relief as the court may deem proper.
15
16
17 Dated: November 13, 2017 By: George Sharp, In Propria Persona
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21 _________________________________
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