$TXHD If any of you keep up with IHUB. The class a
Post# of 1705
(Total Views: 1030)
Posted On: 06/29/2018 11:29:11 AM
$TXHD If any of you keep up with IHUB. The class action of Einhaus vs Textmunication now has a counter suit for defamation. The Board is held by all but 1 mod that are groupies to Einhaus(stealofadeal,OptionTrader,Allaboutyou,ect accounts) Now that there is a counter suit against Einhaus you are seeing people say all kinds of things like auditor shopping hiding things and fraud. Its BS, if anyone is interested go look at any posts ive made on IHUB. I have uploaded court documents as well as many other documents. Theres many P&D groups in the OTC. Stealofadeal is Einhaus.
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
LESTER EINHAUS, )
) Case. 2017 CV 4478
Plaintiff, )
)
-v- )
) Hon. Sara L. Ellis
TEXTMUNICATION HOLDINGS, INC. )
)
Defendant. )
PLAINTIFF LESTER EINHAUS’ ANSWER AND AFFIRMATIVE DEFENSES TO
COUNTS I, II AND IV OF DEFENDANT’S COUNTERCLAIM
1. Defendant, Textmunication Holdings, Inc. (“Textmunication/Defendant”), is a mobile
marketing company that is incorporated under the laws of the State of Nevada, with its
principal place of business in California. Textmunication is a fully reporting publicly traded
company and what is commonly referred to as a “penny stock.”
Response: Plaintiff admits the allegations in paragraph 1.
2. Plaintiff, Lester Einhaus (“Einhaus/Plaintiff”), is an individual and citizen of the state of
Illinois and resides in the Northern District of Illinois. Upon information and belief, Einhaus
invested money in Textmunication on the open market.
Response: Plaintiff admits the allegations in paragraph 2.
3. Wais Asefi (“Asefi”), is the Chief Executive Officer of Textmunication and is a citizen of the
State of California.
Response: Plaintiff admits the allegations in paragraph 3.
4. David Thielen (“Thielen”), is the Chief Operating Officer of Textmunication and is a citizen
of the State of California.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 1 of 35 PageID #:840
2
Response: Plaintiff admits the allegations in paragraph 4.
5. Plaintiff lent Defendant $25,000 in September 2015, and the parties eventually executed a
promissory note, a true and accurate copy of which is attached to Plaintiff’s Complaint as
Exhibit A.
Response: Plaintiff admits the allegations in paragraph 5.
6. The $25,000 promissory note was due and payable to Plaintiff on March 23, 2016, but the
note was not paid by that date. Plaintiff, however, did not demand repayment of the
promissory note at that time, but waited until around January 2017 to contact Defendant
about the promissory note.
Response: Plaintiff admits the allegations that the promissory note was due and payable
to Plaintiff on March 23, 2016. Plaintiff denies the remaining allegations contained in
paragraph 6.
7. In order to satisfy its obligations under the promissory note, Defendant tendered payment of
the principle of the promissory note plus interest to Plaintiff on multiple occasions, which
Plaintiff refused to accept. Plaintiff instead demanded from Defendant that the amount of money he
was owed by Defendant under the promissory note be converted into shares of Defendant’s stock
based on Defendant’s stock price as of March 2017.
Response: Plaintiff denies the allegations in paragraph 7.
8. Defendant refused Plaintiff’s request because the promissory note did not entitle Plaintiff to
use the March 2017 stock price of Defendant’s shares as the basis to convert to stock the
amount of money he was owed by Defendant. Rather, section 3 of the promissory note
permitted Plaintiff to use the March 2016 stock price of Defendant’s shares as the basis to
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 2 of 35 PageID #:841
3
convert to stock the amount of money he was owed by Defendant.
Response: Plaintiff admits the allegations in paragraph 8.
9. On April 5, 2017, Defendant received a letter dated March 29, 2017, from Plaintiff’s attorney,
Adam Tracy. In the letter, Tracy demanded that Defendant pay to Plaintiff by April 7, 2017,
$43,750.00 to satisfy the note. (Exhibit 1).
Response: Plaintiff admits the allegations in paragraph 9.
10. Shortly after receiving the letter, Defendant decided to pay Plaintiff the $43,750.00 that his
attorney demanded and accepted this offer via email. (Exhibit 2).
Response: Plaintiff denies the allegations in paragraph 10.
11. Thielen attempted to facilitate the payment through emails and phone calls to Tracy. Despite
exchanging several emails with Tracy, Tracy did not answer Thielen’s numerous phone calls
and did not return the numerous voicemails that Thielen left Tracy. Despite scheduling a
conference call with Thielen for April 6, 2017, Tracy did not answer his phone on that date,
nor did Tracy call Thielen on April 10, 2017, as he indicated he would. (Exhibit 2).
Response: Plaintiff lacks specific information as to the veracity of the allegations
contained in paragraph 11 and therefore deny the same.
12. By accepting Plaintiff’s offer, Defendant and Plaintiff settled this matter for $43,750.00.
Upon information and belief, Plaintiff denies that this case settled.
Response: Plaintiff denies that this matter was settled. Plaintiff admits that it denies that
this matter was settled.
13. Plaintiff now alleges that Defendant owes him in excess of $400,000 in damages, including
the principal under the note, interest, penalty for non conversion, penalty interest, and
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 3 of 35 PageID #:842
4
attorney’s fees, which Defendant denies.
Response: Plaintiff admits the allegations in paragraph 13.
14. Beginning around 2017, Einhaus began posting numerous messages on various internet
message boards under various user names relating to Textmunication. In addition to posting
false, defamatory and misleading information about Textmunication, Einhaus posted false and
defamatory messages and information about Asefi and Thielen. Einhaus also began to harass
Asefi via telephone and made numerous threats against him.
Response: Plaintiff admits that he posted messages on various internet message boards
relating to Textmunication. Plaintiff denies the remaining allegations in paragraph 14.
15. Many of the messages that Einhaus posted and sent include false statements about
Textmunication, Asefi and Thielen, statements that are defamatory per se, and personal
information about the identity and addresses of Asefi’s family members and their residences.
These messages were made in an attempt to defame Textmunication and its officers, Asefi
and Thielen.
Response: Plaintiff denies the allegations in paragraph 15.
16. Plaintiff posted and sent these messages in an attempt to harass Textmunication, Asefi and
Thielen, and also in an attempt to drive Textmunication’s share price lower under the mistaken
belief that the lower he drove Textmunication’s share price, the more shares he would obtain
when he converted the money owed to him under the promissory note to shares of
Textmunication.
Response: Plaintiff denies the allegations in paragraph 16.
17. Upon information and belief, Einhaus posted on investorshub.advfn.com under the user name
“allaboutyou.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 4 of 35 PageID #:843
5
Response: Plaintiff denies the allegations in paragraph 17
18. Using the use name allaboutyou, Einhaus posted the following messages that are false and
defamatory on the following dates, which are also attached to this complaint as Exhibit 3:
Response: Plaintiff denies the allegations in paragraphs 18(a) through 18(xxxxx).
a. June 19, 2017, “Wais Asefi is a scam artist and everyone in the Martinez California
area knows. His wife Rezwana spends the shareholders money as quick as she can get
her hands on it. The truth will be uncovered.
b. June19, 2017, “Wais Asefi and his gold digging wife Rezwana will lose this property
in 2064 Marazzani Dr. in Martinez.CA 94553 to debtholders eventually. His mother
Sharifa was also a part of the share selling scam also and her house on 1888 Roux
Court also Martinez that's in Wais Asefi's name will be taken as well. Good luck
Wais it's all coming down on you for all the shareholder fraud”
c. June 20, 2017, “Wais Asefi has ripped off shareholders and he is being investigated
currently. David Thielen Will go down with him Just watch wait and see the
firework”
d. June 20, 2017 “Wais Asefi and David Thielen will be behind bar's soon enough. They
pulled some serious stuff with some share selling on the side to line there pockets.”
e. June 20, 2017, “Wais and David were involved with 3rd party investors buying debt
and converting it to .0001. WHAT????? The pps was 50 times higher so what's
strange about that? Man the SEC will uncover the secrets David. Brett Rosen was not
a good way to line the pockets Wais and David.”
f. June 20, 2017, “Shareholders need to call Wais and David and ask if they know a guy
named Brett Rosen. They will shit there pants and say who? Never heard of that guy.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 5 of 35 PageID #:844
6
Its all fraud and jail time so watch it's coming.”
g. June 20, 2017, “Wais and David your days are numbered. Tick tock tick tock”
h. June 20, 2017, “Wais and David have had a share selling scam going on that has
effected shareholder investors. They will be punished for there GREED”
i. June 23, 2017, “How are the bills paid and payroll met is the magic question. Wais
needs a lot of money to maintain his life style with wife Rezwana. He also has his
oldest son Juleon Asefi on the payroll. Shareholders flipping the bill for family bank.
j. 23, 2017, “No worries though Wais treats this Like his own little piggy bank.
Rezwana needs money constantly.”
k. June 23, 2017, “So with Wais Asefi David Thielen and Juleon Asefi all pulling a
salary what's left for shareholders ever. You know Wais will take care of his kid
Juleon right.”
l. June 30, 2017, “Wais and his wife Rezwana need more of the people's money.
Rezwana is a high maintenance jerk just like her scam husband Wais. I am
very close to these people and they are scammers.”
m. June 30, 2017, “when's your next vacation Rezwana on the shareholders buck?”
n. June 30, 2017, “Juleon Asefi is Wais kid and he has his hand out for the shareholders
money.”
o. July 1, 2017, “Wais Asefi is the master mind and Azam Khan is his partner of the
scam.”
p. July 1, 2017, “Rezwana is high maintenance and Wais will need cash so him and
scammer Azam Khan will sell more soon.”
q. July 3, 2017, “Wais Asefi and Rezwana Asefi are both perfect together and great at
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 6 of 35 PageID #:845
7
spending shareholders money.”
r. July 3, 2017, “Wais you need to sell another million shares so your wife Rezwana can
get her nails done. Wais stop spending shareholders money.”
s. July 6, 2017, “this is a David Thielen and Wais Asefi piggy bank”
t. July 6, 2017, “David Thielen and Wais Asefi should see the prison cell for what harm
they brought to this company
u. 7, 2017, “Azam Khan and Wais Asefi should both be in jail for stealing and
robbing shareholders. Both are liars to the people and ran this to .13 while selling. I
have proof and David was with both before he joined the scam company.”
v. July 7, 2017, “Azam Khan has been hiding almost a year now but Wais can't hide.
Azam might be overseas selling for Wais his good friend and scammer.”
w. July 7, 2017, “Who got Khan'd by Azam and Wais? Both scumbags and losers that
steal from innocent peeps.”
x. July 8, 2017, “Wais Asefi needs to resign. I don't think David is the answer though.
Both are crooks. Most important is Wais who needs go back to insurance sales and sit
at home with wife Rezwana. Wais is horrible and should be in jail.”
y. July 8, 2017, “Wais and David are thieves. I am also hearing Azam Khan was the
master of the scam they all had here. Took people for .13 cent share price and
dumped on false pumping. I just got better filled in yesterday. Wow were
shareholders screwed.”
z. July 8, 2017, “I think this definitely has grounds for a class action and put Wais and
David Thielen in jail. They had many false misleading Press releases and filings in
the past. Wais and David Thielen should be in jail.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 7 of 35 PageID #:846
8
aa. July 13, 2017, “Wais Asefi only cares about himself. If this was so good he would not
give shares and pay Actis. His gold digging wife Rezwana spends every dime of
share holders money. He is hated by many who know him the best.”
bb. July 13, 2017, “Out here in California we know how much he takes from the people.
Wais and Rezwana are like Bonnie and Clyde.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 8 of 35 PageID #:847
9
cc. July 13, 2017, “Wais spends the share holders hard earned money and gold digger
wife Rezwana. All the people in Martinez know you are a company cheat.”
dd. July 13, 2017, “tibt I do not know why you send me message. Wais will lose
everything when done. He steals share holders money with his share selling scam”
ee. July 13, 2017, “Wais has his kid pulling a salary from the company. How much does
his wife Rezwana milk from the company also. All about the Wais Asefi family”
ff. July 13, 2017, “Rezwana needs that vacation soon so hard to tell who's selling. His
sidekick or Actis.”
gg. July 14, 2017, “Wais and Azam Khan use this company for there own piggy bank.
Both scammed many share holder and still working the scam.”
hh. July 14, 2017, “Wais Asefi and Azam Khan have scammed everyone here.”
ii. July 14, 2017, “ALL the debt won't be gone before the R/S. Wais and his wife
Rezwana are needing another vacation soon also.”
jj. July 14, 2017, “Juleon Asefi is pulling a good salary and not even needed. Family
scam”
kk. July 14, 2017, “Nice new SUV parked in the driveway of Wais the scammer for his
gold digging wife Rezwana”
ll. July 16, 2017, “Nothing matters anyway this is a cash cow for Wais his son Juleon
and his gold digging wife Rezwana.”
mm. July 16, 2017, “That house with the beautiful deck will end up in the hands of the
Class action in the end. To bad Wais you day shareholder don't matter well you are
going to hand everything over including all those nice vehicles.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 9 of 35 PageID #:848
10
nn. July 17, 2017, “Wais and Rezwana are planning another vacation. Wais takes care of
those 3 kids and spoils them. This guy is living the dream off the shareholders buck.”
oo. July 17, 2017, “Wais has over 100K in vehicles sitting in the driveway alone. Give
back to shareholders instead of all taking.”
pp. July 21, 2017, “Wais Asafi and wife Rezwana are planning another vacation for the 2
younger kids. Wow this guy just takes and takes from the company with NO mercy
for share holders.”
qq. July 21, 2017, “Wais will be done coaching the kids after he gets convicted and sent
to prison. Fraud bro fraud and you know it.”
rr. July 21, 2017, “Wais enjoy that view from the deck because your view is prison bars
soon bro.”
ss. July 21, 2017, “Wais Asefi and Azam Khan have committed fraud and the FBI will
be putting the cuffs to them very soon.”
tt. July 21, 2017, “Juleon Asefi will be out a job soon with his POS dad in prison.”
uu. July 21, 2017, “Wais we don't roll like this in California and you will pay for your
money scamming crap you're pulling.”
vv. July 24, 2017, “WAIS ASEFI IS LIVING THE DREAM BUT HIM AND HIS
INDIAN FRIEND THE KHAN WILL BE SHARING A CELL TOGETHER.
REZWANA WILL GET A NEW SUGAR DADDY.”
ww. July 24, 2017, “REZWANA ASEFI AND HER TWO KIDS MIGHT GET TO
SLEEP ON THE DECK AFTER AZAM KHAN TAKES THE HOUSE FROM HIM.
WORD IS WAIS SCREWED HIS BEST BUDDY AND NOW WAIS WILL LOSE
IT ALL TO THE KHAN FAMILY.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 10 of 35 PageID #:849
20
xx. July 24, 2017, “JULEON IS TAKING FROM THE COMPANY AS WELL. WAIS
AND HIS KID STEAL FROM THE SHAREHOLDERS WITH THE HUGE
SALARY.”
yy. July 25, 2017, “WAIS ASEFI AND WIFE REZWANA ARE SPENDING ALL THE
SHAREHOLDERS MONEY. NOW TXHD IS TALKING A PAY RAISE FOR
WAIS.”
zz. July 27, 2017, “WAIS ASEFI HAS TAKEN ADVANTAGE OF HIS SHARE
HOLDERS. WAIS WILL BE LOOKING FOR MORE MONEY AFTER ACTIS
GETS DONE SELLING.”
aaa. July 27, 2017, “WHY DOES WAIS MAKE ALL THE MONEY BUT SHARE
HOLDERS LOSE. TREAT YOUR PEOPLE RIGHT WAIS”
bbb. July 27, 2017, “WAIS NEEDS ANOTHER RAISE OR REZWANA MIGHT
SEND HIM TO LIVE WITH HIS MOMMY. HIS GOLD DIGGING WIFE NEEDS
MORE MONEY FROM THE COMPANY.”
ccc. July 28, 2017, “REZWANA ASEFI IS LIVING THE GOOD LIFE WHILE THE
CEO DUMPS INTO THE PEOPLE. WAIS IS NOT GOOD TO THE PEOPLE AND
SOON THE PEOPLE WILL SEE HIM IN THE PRISONS.”
ddd. July 29, 2017, “WAIS PULLS OVER 100K OUT AND THE COMPANY IS
GOING TO SHIT.”
eee. July 30, 3017, “WAIS HAS A PIGGY BANK HERE WITH THE KID JULEON
ASEFI. TXHD IS ALL FOR FAMILY AND NOBOFY ELSE.”
fff. July 30, 2017, “REZWANA ASEFI IS HIGH MAINTENANCE AND WAIS
NEEDS THAT RAISE TO SUPPORT HER NEEDS. MORE SHARES FOR SALE.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 11 of 35 PageID #:850
21
ggg. July 30, 2017, “WAIS DOES NOT CARE ABOUT SHARE HOLDERS.
THE SHARES OUTSTANDING MEAN NOTHING. IF WAIS IS TAKING CARE
OF REZWANA AND HIS 3 KIDS THATS ALL HE CARES ABOUT EVEN IF IT
MEANS STEALING FROM SHARE HOLDERS.”
hhh. July 31, 2017, “WAIS ASEFI HAS A BUTT BUDDY AZAM KHAN THAT
EVERYONE SPEAKS ABOUT. BOTH ROBBED THIS COMPANY IT SEEMS.”
iii. August 3, 2017, “WAIS ASEFI IS ALL ABOUT WAIS AND HIS FAMILY IN
THIS COMPANY AND NOTHING MORE.”
jjj. August 3, 2017, “WAIS SPENDS THE SHARE HOLDER MONEY ON HIS
FAMILY. HUGE SALARIES FOR HIM AND SON JULEON. THE COMPANY
MONEY ALWAYS WILL GO TO WAIS.”
kkk. August 3, 2017, “EVERYONE IN MARTINEZ KNOWS WAIS IS A
SCAMMER. HIS PEOPLE AND FRIEND REALLY THINK HES A THEIF.”
lll. August 4, 2017, “WAIS ASEFI WILL DRIVE HIS COMPANY TO ZERO. SHARE
HOLDERS SUFFER BUT NOT THE FAMILY. HIS MOTHER AND BROTHER
MAKE THE MONEY BUT ITS CATCHING UP TO HIM IN MARTINEZ. HE
GOT MANY PEOPLE TO BUY THIS CRAP.”
mmm. August 8, 2017, “WAIS ASEFI BACK TO BUSINESS AS ALWAYS.
REZWANA GOT HER FIX FOR NOW AND GOOD FOR THEM TO TAKE TIME
AWAY. SPEND MORE SHARE HOLDER MONEY WAIS.”
nnn. August 8, 2017, “WAIS TREATS THIS LIKE A PERSONAL PIGGY BANK
FOR HIS WIFE AND KIDS. REZWANA IS HIGH MAINTENANCE AND NEEDS
THOSE VACATIONS.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 12 of 35 PageID #:851
22
ooo. August 9, 2017, “WAIS STUCK MANY HERE AND MOST LIKELY HIS
LITTLE PIGGY BANK WILL END. HERE IN THE BAY WE DON'T RUN LIKE
THIS. WAIS AND REZWANA LIVE IT UP ON THE SHARE HOLDERS
EXPENSE.”
ppp. August 9, 2017, “WAIS ASEFI ONLY CARES ABOUT REZWANA AND HIS
3 KIDS. JULEON HIS OLDEST WORKS FOR TXHD ALSO. KEEP ALL THE
MONEY IN THE FAMILY.”
qqq. August 9, 2017, “WAIS SCREWS SHARE HOLDERS THOUGH. TAKES ALL
THE MONEY FOR HIMSELF. MANY VACATIONS AND 3 REAL NICE
VEHICLES IN HIS DRIVEWAY. YES WHEN HE ROBS OTHERS TO MEET
THE NEEDS OF HIS GOLD DIGGING WIFE REZWANA I DO NEED TO POST
IT.”
rrr. August 9, 2017, “WELL THERES A DIFFERENCE OF TAKING TILL THERES
NOTHING AND TAKING CARE OF FAMILY WHEN THE BUSINESS IS
BOOMING. HE LET ALL DEBT COLLECT MILLIONS OF SHARESAND KEPT
THE MONEY. SEE ANYTHING WRONG WITH THAT.”
sss.August 9, 2017, “WAIS ASEFI AND JULEON ASEFI ARE BOTH PULLING
LARGE SALARIES. WHILE THE COMPANY TANKS.”
ttt. August 13, 2017, “WAIS ASEFI IS A PIG WITH CASH. WAIS WANTS THE
BEST AND IF ITS THE SHARE HOLDERS THAT SUFFER HE DIDN'T CARE.”
uuu. August 13, 2017, “WAIS ASEFI HAS A GOLD DIGGER FOR A WIFE AND
SHE SPENDS OUR MONEY LIKE RUNNING WATER.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 13 of 35 PageID #:852
23
vvv. August 13, 2017, “DEAD BEAT WAIS ASEFI STILL OWES A BUNCH OF
PEOPLE SO NO WAY FOR THIS TO MOVE.”
www. August 17, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL THE
MONEY HERE ITS NOT A COMPANY FOR ANYONE ELSE.”
xxx. August 19, 2017, “WAIS ASEFI TAKES ALL THE MONEY ANYWAY.
MORE REVENUE MORE VACATIONS. REZWANA IS A GOLD DIGGER AND
HIGH MAINTENANCE. WAIS GIVES THOSE 3 KIDS EVERYTHING. WHO
PAYS BUT SHARE HOLDERS.”
yyy. August 19, 2017, “WAIS WILL ROB A GOOD COMPANY LIKE ASPIRE
JUST LIKE HE HAS MANY.”
zzz. August 19, 2017, “WAIS ASEFI NEEDS TO SELL TOO MANY SHARES GOT
THAT HIGH MAINTENANCE WIFE REZWANA FOR THIS TO HIT .01”
aaaa. August 20, 2017, “I KNOW HIM WELL UNFORTUNATELY AND WORSE
THAN SCREWING MY WIFE HE TOOK MY SAVINGS OF NEARLY 175K.
WAIS IS A SNAKE AND MY WIFE GOT SUCKED INTO HIS BULLS@#T.
MANY TIMES THIS WENT ON AND EVEN IN VEGAS THIS PIECE OF SH#T.”
bbbb. August 20, 2017, “BECAUSE WAIS IS A CHEAT AND SHARE HOLDERS
BEWARE.”
cccc. August 20, 2017, “THE PEOPLE IN MARTINEZ KNOWS WAIS IS CROOK.
SHARE HOLDERS ARE KNOW STARTING TO SEE. HE SPENDS ALL THE
MONEY AND TAKES MORE LOANS OUT FOR COMPANY TO PAY HIS KID
JULEON A WAGE TXHD CAN NOT AFFORD.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 14 of 35 PageID #:853
24
dddd. August 20, 2017, “WAIS ASEFI IS A PIG WITH CASH.HORRIBLE CEO AND
WORSE WANT TO BE SOCCER COACH.”
eeee. August 20, 2017, “WAIS LURED MY WIFE AND I INTO LIES. HE TOOK
OUR MONEY AND EVEN THEN HAD AN AFFAIR WITH MY WIFE. REAL
SCUM BAG. BAD FOR SHARE HOLDERS AND MANY IN MARTINEZ CAN'T
STAND HIM. DOES THAT HELP YOU. SHOWS THE INTEGRITY OF THE
CEO.”
ffff. August 20, 2017, “NO I NEVER CONTINUED TO PUT MONEY IN THE
STOCK. MY WIFE WAS SNEAKING AROUND WITH THIS SNAKE BACK
THEN AND HE TALKED HER INTO THE MONEY. I WAS NOT AWARE OF
THE AFFAIR BUT IN THE END THIS SITS IN TRIPS AND MY
RELATIONSHIP WITH MY WIFE I AM TRYING TO MEND. WAIS IS
SNEAKY.”
gggg. August 20, 2017, “I DON'T INVEST IN CRAP BUT THIS SCUMBAG
PAINTED A PICTURE OF HUGE STUFF. AS FOR MY WIFE WE ARE NOW
WORKING ON THE RELATIONSHIP HE TARNISHED. HER FAULT BUT
ONLY A SCUMBAG CHEATS WHILE MARRIED WITH ANOTHERS WIFE.HE
USED HER FOR MONEY AND PLAYED ON HER WEAKNESS FOR SEX. I
WAS NOT AROUND ENOUGH AND ON THE ROAD. THE SCUMBAG MOVED
ON IN. MANY TIMES WHEN HE WAD SUPPOSE TO BE AT HIS OFFICE.”
hhhh. August 22, 2017, “WAIS ASEFI IS A CROOK NOBODY LIKES HERE IN
MARTINEZ. HE WILL SCREW THE SHARE HOLDERS HERE.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 15 of 35 PageID #:854
25
iiii. August 22, 2017, “WAIS ASEFI HAS HIS OWN FAMILY HE EVEN SCREWED
OVER.”
jjjj. August 23, 2017, “WAIS ASEFI SPENDS MONEY LIKE RUNNING WATER. HE
HAS SCREWED EVERYONE HERE. TAKE ANOTHER VACATION SOON
WAIS YOUR GOLD DIGGING WIFE REZWANA NEEDS IT EVERY MONTH
OR SO. I BELIEVE YOU JUST WENT ON ONE IF MY PEOPLE ARE
CORRECT.”
kkkk. August 23, 2017, “THAT DRIVEWAY WITH 3 NICE VEHICLES
INCLUDING THE SUV WILL BE RECOVERED BY SHARE HOLDERS WHEN
THEY COME AFTER WAIS ASEFI.”
llll. August 23, 2017, “WAIS IS A CHEATING SCUMBAG AND JULEON ASEFI
WILL FOLLOW HIS DAD'S EVIL WAYS.”
mmmm. August 23, 2017, “MARTINEZ KNOWS WAIS IS A SCUMBAG AND
A CHEAT”
nnnn. August 23, 2017, “I WANT EVERYONE TO KNOW THAT WAIS ASEFI IS A
PIG AND CAN'T BE TRUSTED.”
oooo. August 23, 2017, “LOW VOLUME NOBODY WANTS THIS FROM A
SCUMBAG AND A CHEAT CEO.”
pppp. August 30, 2017, “WAIS ASEFI IS A CROOK NOBODY LIKES”
qqqq. August 30, 2017, “SOUNDS LIKE WAIS ASEFI AND AZAM KHAN COULD
BE BROTHERS. BOTH LYING CON ARTIST.”
rrrr. August 30, 2017, “WAIS ASEFI IS A PIG WITH THE SHARE HOLDERS
THAT SUFFER FROM THIS CON SELLING SHARES.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 16 of 35 PageID #:855
26
ssss. August 31, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL THE
MONEY AND SHARE HOLDERS SUFFER”
tttt. August 31, 2017, “WAIS ASEFI AND GOLD DIGGER WIFE REZWANA NEED
MORE MONEY AND THAT NEXT VACATION IS PRISON SOON.”
uuuu. September 3, 2017, “WAIS ASEFI IS HATED BY EVERYONE IN THE
MARTINEZ AREA THAT KNOW HIM. HE HAS STUCK MANY PEOPLE HERE
IN THE BAY AREA.”
vvvv. September 3, 2017, “WAIS ASEFI IS A CROOK AND WILL NOT BE
HELPING SHARE HOLDERS.”
wwww. September 3, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL
THE MONEY. THAT'S ALL WAIS CARES ABOUT AND NOT THE SHARE
HOLDERS HE HAS SAID THIS BEFORE.”
xxxx. September 3, 2017, “WAIS ASEFI WILL JOIN THIS FELON BACK IN JAIL
AGAIN.”
yyyy. September 4, 2017, “WAIS ASEFI IS A CROOK AND WILL NOT BE ABLE
TO GET AWAY WITH HIS CRIMINAL ACTS.”
zzzz. September 4, 2017, “WAIS ASEFI AND JULEON ASEFI USE THIS
COMPANY AS A PERSONAL PIGGY BANK.”
aaaaa. September 4, 2017, “CROOKS WORK BEST WITH OTHER CROOKS FROM
WHAT I SEE SHELLY SINGHAL ANOTJER INDIAN STEALING FROM GOOD
AMERICAN PEOPLE.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 17 of 35 PageID #:856
27
bbbbb. September 4, 2017, “I DID SOME CHECKING ALSO AND SHELLY
SINGHAL IS A CONVICTED FELON AND JUST THE TYPE WAIS WANTS.
WHATEVER PUTS MONEY IN WAIS POCKET.”
ccccc. September 5, 2017, “WAIS ASEFI IS AFGHANISTAN AND SINGHAL IS A
INDIAN NAME. THEY ARE ALL THE SAME MIDDLE EASTERN. THAT
SINGHAL IS A FELON AND WAIS ASEFI SOON TO JOIN HIM.”
ddddd. September 5, 2017, “WAIS IS A THEIF AND HIS KID JULEON IS
FOLLOWING HIS FOOTSTEPS. WAIS ASEFI HIRES CROOKS AND FELONS
IN THE COMPANY. LOOK UP SHELLY SINGHAL.”
eeeee. September 7, 2017, “WAIS ASEFI IS A CROOK AND WILL NOT BE
HELPING SHARE HOLDERS.”
fffff. September 7, 2017, “WAIS ASEFI AND HIS WIFE REZWANA JUST HAD A
NICE 3 WEEK VACATION AND NOW TOME TO SELL SHARES FOR THE
NEXT ONE SOON. AT LEAST 5 A YEAR THIS JOKE.”
ggggg. September 7, 2017, “WAIS ASEFI WILL HAVE THIS NO BID THEN HE
CAN'T GET MONEY FOR THE HIGH MAINTENANCE WIFEY REZWANA.”
hhhhh. September 7, 2017, “WAIS DID CHEAT WITH MY WIFE AFTER HE STOLE
ALL OUR MONEY. BUY THE STOCK AND BE RICH HE SAID.SCREWED ME
3 TIMES MY MONEY ME AND MY WIFE ACTUALLY.”
iiiii. September 7, 2017, “WAIS SUCKED US IN AS A COUPLE AND I INVESTED
IN HIS SCAM COMPANY. WAIS THEN STARTED CALLING MY WIFE AND
SHE INVESTEF EVEN MORE OF OUR SAVINGS. WELL THIS ALL LEAD TO
HIM THEN THE SELFISH CROOK HE IS HAVING AN AFFAIR WITH MY
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 18 of 35 PageID #:857
28
WIFE. I BLAME MY WAIFE BUT WAIS MOVED ON IN AND HE IS MARRIED
AS WELL.”
jjjjj. September 7, 2017, “WAIS ASEFI WILL ALWAYS BE A THEIF AND A
SELFISH ONE. WHY IS THIS .0004 AND DROPPING IF THIS ASSH#@E IS SO
WONDERFUL.”
kkkkk. September 7, 2017, “WAIS ASEFI IS A CHEAT IN EVERYWAY AND OUR
INVESTMENT HE SAID BUY BUY BUY IS ALSO CRAP.”
lllll. September 12, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL THE
MONEY AND GET THE HUGE PAY SCALE WHILE SHARE HOLDERS SEE
THIS GET FLUSHED DOWN THE TOILET.”
mmmmm. September 12, 2017, “THE PEOPLE IN MARTINEZ CAN'T STAND
HIM SO IS THAT SLANDER OR JUST SPEAKING TRUTH. ITS THE TRUTH.”
nnnnn. September 12, 2017, “WAIS ASEFI HAS STUCK MANY OF HIS OWN
PEOPLE AND I HAVE A RIGHT TO EXPRESS MY OPINION. HE USES TXHD
AS A ATM MACHINE BRO”
ooooo. September 14, 2017, “I HEARD OF AZAM KHAN FROM POSTERS BUT IT
SEEMS HE IS EVIL LIKE WAIS. 2 OF THE SAME IT SEEMS.”
ppppp. September 14, 2017, “WAIS ASEFI IS HATED HERE IN CALIFORNIA. ALL
OF US IN THE MARTINEZ AREA WHO KNOW HIM ARE WELL AWARE OF
HIS CONNIVING WAYS.”
qqqqq. September 18, 2017, “RETIRE SHARES IS CRAP AND TURNED THEM
BACK IN FOR DEBT PEOPLE. HIS BROTHER YAMA ASEFI HAS TOLD ME
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 19 of 35 PageID #:858
29
HOW THEY PLAY THERE GAMES FOR CASH FLOW. I GREW UP WITH
YAMA ASEFI AND KNEW HIM BEFORE THAT CROOK WAIS ASEFI.”
rrrrr. September 18, 2017, “WAIS ASEFI AND HIS GROUP HAVE RUINED THIS
FOR SJARE HOLDERS. SELL SELL SELL DILUTE DILUTE DILUTE ”
sssss. September 9, 2017, “WAIS ASEFI SCREWED ME AND MY WIFE OVER ON
OUR INVESTMENT. HE LIED”
ttttt. September 21, 2017, “WAIS ASEFI SPENDS MONEY LIKE RUNNING
WATER SO THAT'S HOW THIS IS IN A TOILET.”
uuuuu. September 21, 2017, “MY WIFE DOES NOT WANT TO DISCUSS THIS BUT
WAIS ASEFI SCREWED BOTH OF US AND GOT US FOR OUR SAVINGS.”
vvvvv. September 21, 2017, “PEOPLE HERE HATE WAIS HERE IN THE BAY AREA
BRO. HE IS SCUM IN HIS COMMUNITY BY HIS OWN PEOPLE.”
wwwww. September 21, 2017, “HE TOOK ADVANTAGE OF EVERYONE 13
CENTS TO .0004 BRO. COME ON THIS JERK TAKES MORE BONUS ANX 5
VACATIONS A YEAR. I LIVE LESS THAN 15 MINUTES AWAY BRO THIS
GUY IS A SCUMBAG.”
xxxxx. September 21, 2017, “ITS ABOUT THE CHARACTER OF THEIVES. I ALSO
HAVE AN INVESTMENT HERE BUT ITS SO LOW IT DOESNT MATTER
ANYMORE. DROPPED 13 CENTS TO EVENTUALLY NO BIDS. THIS IS MY
RIGHT TO EXPLAIN WHAT A AZZHOLE HE IS. YOU THINK WAIS IS A
GREAT GUY BRO? LOL”
19. Upon information and belief, Einhaus used the name “stealofadeal” to post messages and
send messages on investorshub.advfn.com.
Response: Plaintiff admits the allegations in paragraph 19
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 20 of 35 PageID #:859
30
20. Using the use name stealofadeal, Einhaus posted and sent numerous messages that were false
and defamatory, including the following messages on the following dates, which are attached
to this complaint as Exhibit 4:
Response: Plaintiff admits that Einhaus posted messages using the user name
stealofadeal. Plaintiff denies that any such messages were false or defamatory.
a. November 2017, “TXHD Also when a conspiracy to commit fraud is proven let me
ask you md if I am correct. Wais could very easily be held PERSONALLY
accountable for personal possessions and liens put on him personally as well. Wais is
cocky and thinks he’s untouchable but that noteholder is not the typical finance
company like Auctus who took a horrible settlement. Personal property and bank
account and even a lien on his salary in a way of garnishment of his wage. I am positive
that noteholder is well prepared.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(a).
b. November 15, 2017, “TXHD I am a shareholder who was scammed. I am a average
Joe blue collar working family man scammed by well enough $TXHD”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(b).
c. November 15, 2017, “TXHD FRAUD yes no doubt and his day is coming closer my
friend. He has no clue whats about to hit this fraudster $TXHD”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(c).
d. November 15, 2017, “WOW you really are defending a crook because why? I lost
over 200k on the open market from lies and fraud. I sure as hell don’t think its ok to
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 21 of 35 PageID #:860
31
lie to shareholders. Dude spends money like running water!”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(d).
e. January, 2018, “Only Pig is Wais and Chicago is coming soon. That POS will pay the
Attorney’s and its a must show for Wais to Chitown. Gonna get good for that POS.
The judge insisted Wais be at court. He has no idea whats going to hit him.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(e).
21. Upon information and belief, Einhaus posted on investorshub.advfn.com under the name
“Option Trader.”
Response: Plaintiff admits the allegations in paragraph 21
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 22 of 35 PageID #:861
32
-
Response: Plaintiff admits that Einhaus posted messages using the user name Option
Trader. Plaintiff denies that any such messages were false or defamatory.
a. June 17, 2017, “TXHD This case is for myself and I will not discuss this other than
everyone needs to pay very close attention to detail. I will not stay posting on a
message board but this will not be good for anyone. It is true that Auctus has gotten
a judgment as of lately and an 8K should come but then again the company has NOT
been very transparent to shareholders. Wais and David Thielen when uncovered will
be exposed and they have alot to deal with. Rezwanda Asefi is also one that should
be very concerned for her well being as the wife of the CEO that is in a deep shit
load of trouble coming.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(a).
b. June 17, 2017, “TXHD I hope for the best for shareholders but I am speaking out
for now. I am not here to bash and I am not wanting any harm for others. I will say
however it does not look good for Wais Asefi and David Theilen. I will stop with
that but I know inside and out whats about to come. For all including myself not
good but for them Wais and David horrible!!!!!! I can see the writing on the wall
after the judgments come but also the fraud that a couple committed. His wife
Rezwana Asefi also well that’s another piece of the puzzle………”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 23 of 35 PageID #:862
33
deny the allegations in paragraph 22(b).
c. June 17, 2017, “TXHD I see whats coming and the writing is on the wall!
Nobody likely to win and a CEO Wais Asefi and the COO David Thielen likely
behind bars…”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(c).
d. June 17, 2017, “lol not worried at all and not a basher. The CEO Wais Asefi does
not pay the people who gave him promissory notes until they get a judgment. Now
he was Auctus with near 700,000.00 judgment and they don’t want his shares from what I
heard. It’s a judgment and an 8K should be our. Everyone has no idea whats coming for
Wais and David. NO IDEA!!!!!!!”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(d).
e. June 17, 2017, “TXHD Also my attorney for my individual case.
https://investorshub.advfn.com/boards/read_ms...d=13178587
5 .”
This link is a link to a press release for a meritless proposed investor class action
lawsuit against Textmunication put out by Einhaus’s attorney.
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(e).
f. September 2017, “TXHD So many misleading PR’s and 8k’s Marvin. Updates from
the company stating that debt would be settled with REVENUES and no shares
would be issued for DEBT. I could go on and on and it will all be outlined in the
class action. I have days of organizing everything invested here. Skype messages.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 24 of 35 PageID #:863
34
recorded conversations, text messages and all the public filings. This company is
liable for sooooo much of shareholder loses. Soon all will see the fireworks show
here and see justice come for all.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(f).
g. 2017, “TXHD Yes it does but not only heard it in a skype call but screen shots of
the skype messages. I have so much and spent days organizing this stuff in order as
it happened. Another shady one involved in the bullshit with Wais and Shelly was
Brett Rosen. Yes nobody heard that name yet. The fraud that went on at shareholders
expense would blow your mind. They are going down and definitely investigated
for criminal activities. I think prison time will come for a few I won’t mention
names. Serious fraud….”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(g).
Count 1 - Defamation
23. Defendant realleges and reincorporates by reference as though fully set forth herein
paragraphs 1 through 22 of its Counterclaim.
Response: Plaintiff reincorporates its responses to the preceding paragraphs herein.
24. The statements and messages that Einhaus made about Asefi, Thielen and
Textmunication under the user names allaboutyou, stealofadeal and Option Trader, as
described above, are false.
Response: Plaintiff denies the allegations in paragraph 24.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 25 of 35 PageID #:864
35
25. These false statements are defamatory under Illinois law because they impute that
Textmunication, and that Asefi and Thielen in their positions as officers of Textmunication,
committed criminal offenses. The false statements also impute an inability of
Textmunication’s officers to perform their jobs for want of integrity in the discharge of
duties of office and employment and impute a lack of ability in their profession and business.
Response: Plaintiff denies the allegations in paragraph 25.
26. Einhaus published most of these false statements on public message boards, particularly
message boards on investorshub.advfn.com, a publicly accessible website dedicated to
news and comments about publicly traded companies.
Response: Plaintiff denies the allegations in paragraph 26.
27. The messages that Einhaus did not publish on the message boards were sent by him to
other third parties, who then passed the messages on to Textmunication, Asefi or Thielen.
Response: Plaintiff denies the allegations in paragraph 27.
28. Einhaus made these false statements in order to discourage prospective investors in
Textmunication from investing in the company and to encourage shareholders of
Textmunication to sell their shares, in order to drive down Textmunication’s share
price.
Response: Plaintiff denies the allegations in paragraph 28.
29. Textmunication has suffered damages as a result of these defamatory statements,
including damage to its reputation and share price.
Response: Plaintiff denies the allegations in paragraph 29.
WHEREFORE, Textmunication respectfully prays this Court to award its damages to
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 26 of 35 PageID #:865
36
fully compensate it for the loss it has incurred, punitive damages, and costs, and to grant
any other relief this Court deems just.
Response: Plaintiff denies that Defendant Textmunication is entitled to the relief
requested.
Count 2 - Defamation per se
30. Defendant realleges and reincorporates by reference as though fully set forth
herein paragraphs 1 through 29 of its Counterclaim.
Response: Plaintiff reincorporates its responses to the preceding paragraphs herein.
31. The statements and messages that Einhaus made about Asefi, Thielen and
Textmunication under the user names allaboutyou, stealofadeal and Option Trader, as
described above, are false.
Response: Plaintiff denies the allegations in paragraph 31.
32. These false statements are defamatory per se under Illinois law because they impute that
Textmunication, and that Asefi and Thielen in their positions as officers of Textmunication,
committed criminal offenses. The false statements also impute an inability of
Textmunication’s officers to perform their jobs for want of integrity in the discharge of
duties of office and employment and impute a lack of ability in their profession and business.
Response: Plaintiff denies the allegations in paragraph 32.
33. Einhaus published most of these false statements on public message boards, particularly
message boards on investorshub.advfn.com, a publicly accessible website dedicated to
news and comments about publicly traded companies.
Response: Plaintiff denies the allegations in paragraph 33.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 27 of 35 PageID #:866
37
34. The messages that Einhaus did not publish on the message boards were sent by him to
other third parties, who then passed the messages on to Textmunication, Asefi or Thielen.
Response: Plaintiff denies the allegations in paragraph 34.
35. Einhaus made these false statements in order to discourage prospective investors in
Textmunication from investing in the company and to encourage shareholders of
Textmunication to sell their shares, in order to drive down Textmunication’s share
price.
Response: Plaintiff denies the allegations in paragraph 35.
36. Textmunication has suffered damages as a result of these defamatory statements,
including damage to its reputation and share price.
Response: Plaintiff denies the allegations in paragraph 36.
WHEREFORE, Textmunication respectfully prays this Court to award its damages to
fully compensate it for the loss it has incurred, punitive damages, and costs, and to grant
any other relief this Court deems just.
Response: Plaintiff denies that Defendant Textmunication is entitled to the relief
requested.
Count 3 – Injunctive Relief
37. Defendant realleges and reincorporates by reference as though fully set forth
herein paragraphs 1 through 36 of its Counterclaim.
38. Pursuant to Federal Rule of Civil Procedure Rule 65, Defendant seeks a preliminary and
a permanent injunction that prohibits Einhaus from making any new false, defamatory or
otherwise harassing statements online about Textmunication or its officers, including
Asefi and Thielen, and that orders Einhaus to remove any of these false, defamatory or
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 28 of 35 PageID #:867
38
otherwise harassing statements that he has posted online about Textmunication or its
officers.
39. Many of the aforementioned false, defamatory, and otherwise harassing internet postings
and messages that Einhaus posted online still exist and are still publicly available on the
various message boards. Because these false, defamatory and harassing messages are still
publicly available, they are continuing to cause harm to Textmunication’s share price and
reputation.
40. As long as these messages remain online and as long as Einhaus continues to make such
false and defamatory public statements, Textmunication will continue to suffer irreparable
injuries, including injuries to its reputations, for which monetary damages are inadequate.
41. The balance of the hardships between Einhaus and Textmunication demonstrates that such
a remedy in equity is warranted.
42. The public interest would not be disserved by the permanent injunction.
WHEREFORE, Textmunication respectfully prays this Court to enter a preliminary and a
permanent injunction that prohibits Einhaus from making any new false, defamatory or
otherwise harassing statements online about Textmunication and its officers, including
Asefi and Thielen, and that orders Einhaus to remove any of the false, defamatory or
otherwise harassing statements that he has posted online about them, and to grant any other
relief this Court deems just.
Count 4- Declaratory Judgment
43. Defendant realleges and reincorporates by reference as though fully set forth
herein paragraphs 1 through 42 of its Counterclaim.
Response: Plaintiff reincorporates its responses to the preceding paragraphs herein.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 29 of 35 PageID #:868
39
44. As described above, this case settled for $43,750.00 in April 2017 when Defendant
accepted Plaintiff’s settlement offer. Upon information and belief, Plaintiff denies that this
case settled.
Response: Plaintiff denies the allegations in paragraph 44.
45. As described above, Plaintiff contends that he is entitled to convert the amount of money
that he is owed by Defendant under the promissory note to shares of Defendant’s stock
based on Defendant’s March 2017 stock price. Defendant denies this, however, and
contends that Plaintiff is only entitled to convert the amount of money that he is owed by
Defendant under the promissory note to shares of Defendant’s stock based on Defendant’s
March 2016 stock price.
Response: Plaintiff denies the allegations in paragraph 45.
46. As described above, Plaintiff contends that he is entitled to hundreds of thousands of
dollars in damages based on the $25,000 loan, including a penalty for non conversion,
penalty interest, and attorney’s fees. Defendant denies that Plaintiff is entitled to such
damages, as they are merely unenforceable penalties not permitted for breaches of contract
under Illinois law.
Response: Plaintiff denies the allegations in paragraph 46.
47. As described above, Plaintiff contends that he is entitled to hundreds of thousands of
dollars in damages under the terms of the promissory note. Defendant denies that the
promissory note entitles Plaintiff to such grossly excessive damages. To the extent that the
promissory note is found to entitle Plaintiff to the damages that he seeks, such damages
are grossly excessive and make the promissory note unconscionable and unenforceable
Response: Plaintiff denies the allegations in paragraph 47.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 30 of 35 PageID #:869
40
48. Accordingly, a real and justiciable controversy exists and is ripe for determination by
this Court.
Response: Plaintiff admits the allegations in paragraph 48.
WHEREFORE, Textmunication respectfully prays this Court enter judgment in its favor
and against Plaintiff: (1) declaring that this case was settled in April 2017 for $43,750.00
and that Plaintiff is precluded from obtaining more than $43,750.00 from Textmunication;
(2) in the alternative, declaring that Plaintiff is not entitled to convert the amount of money
that he is owed by Defendant under the promissory note to shares of Defendant’s stock
based on Defendant’s March 2017 stock price, but is only entitled to convert the amount of
money he is owed based on Defendant’s March 2016 stock price; (3) in the alternative,
declaring that Plaintiff is not entitled to the damages that he seeks because they are an
impermissible penalty under Illinois law; (4) in the alternative, declaring that to the extent
that Plaintiff is entitled to the damages he seeks under the promissory note, such damages
are grossly excessive and make the promissory note unconscionable and unenforceable;
and (5) providing any other relief this Court deems just.
Response: Plaintiff denies that Defendant Textmunication is entitled to the relief
requested.
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
LESTER EINHAUS, )
) Case. 2017 CV 4478
Plaintiff, )
)
-v- )
) Hon. Sara L. Ellis
TEXTMUNICATION HOLDINGS, INC. )
)
Defendant. )
PLAINTIFF LESTER EINHAUS’ ANSWER AND AFFIRMATIVE DEFENSES TO
COUNTS I, II AND IV OF DEFENDANT’S COUNTERCLAIM
1. Defendant, Textmunication Holdings, Inc. (“Textmunication/Defendant”), is a mobile
marketing company that is incorporated under the laws of the State of Nevada, with its
principal place of business in California. Textmunication is a fully reporting publicly traded
company and what is commonly referred to as a “penny stock.”
Response: Plaintiff admits the allegations in paragraph 1.
2. Plaintiff, Lester Einhaus (“Einhaus/Plaintiff”), is an individual and citizen of the state of
Illinois and resides in the Northern District of Illinois. Upon information and belief, Einhaus
invested money in Textmunication on the open market.
Response: Plaintiff admits the allegations in paragraph 2.
3. Wais Asefi (“Asefi”), is the Chief Executive Officer of Textmunication and is a citizen of the
State of California.
Response: Plaintiff admits the allegations in paragraph 3.
4. David Thielen (“Thielen”), is the Chief Operating Officer of Textmunication and is a citizen
of the State of California.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 1 of 35 PageID #:840
2
Response: Plaintiff admits the allegations in paragraph 4.
5. Plaintiff lent Defendant $25,000 in September 2015, and the parties eventually executed a
promissory note, a true and accurate copy of which is attached to Plaintiff’s Complaint as
Exhibit A.
Response: Plaintiff admits the allegations in paragraph 5.
6. The $25,000 promissory note was due and payable to Plaintiff on March 23, 2016, but the
note was not paid by that date. Plaintiff, however, did not demand repayment of the
promissory note at that time, but waited until around January 2017 to contact Defendant
about the promissory note.
Response: Plaintiff admits the allegations that the promissory note was due and payable
to Plaintiff on March 23, 2016. Plaintiff denies the remaining allegations contained in
paragraph 6.
7. In order to satisfy its obligations under the promissory note, Defendant tendered payment of
the principle of the promissory note plus interest to Plaintiff on multiple occasions, which
Plaintiff refused to accept. Plaintiff instead demanded from Defendant that the amount of money he
was owed by Defendant under the promissory note be converted into shares of Defendant’s stock
based on Defendant’s stock price as of March 2017.
Response: Plaintiff denies the allegations in paragraph 7.
8. Defendant refused Plaintiff’s request because the promissory note did not entitle Plaintiff to
use the March 2017 stock price of Defendant’s shares as the basis to convert to stock the
amount of money he was owed by Defendant. Rather, section 3 of the promissory note
permitted Plaintiff to use the March 2016 stock price of Defendant’s shares as the basis to
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 2 of 35 PageID #:841
3
convert to stock the amount of money he was owed by Defendant.
Response: Plaintiff admits the allegations in paragraph 8.
9. On April 5, 2017, Defendant received a letter dated March 29, 2017, from Plaintiff’s attorney,
Adam Tracy. In the letter, Tracy demanded that Defendant pay to Plaintiff by April 7, 2017,
$43,750.00 to satisfy the note. (Exhibit 1).
Response: Plaintiff admits the allegations in paragraph 9.
10. Shortly after receiving the letter, Defendant decided to pay Plaintiff the $43,750.00 that his
attorney demanded and accepted this offer via email. (Exhibit 2).
Response: Plaintiff denies the allegations in paragraph 10.
11. Thielen attempted to facilitate the payment through emails and phone calls to Tracy. Despite
exchanging several emails with Tracy, Tracy did not answer Thielen’s numerous phone calls
and did not return the numerous voicemails that Thielen left Tracy. Despite scheduling a
conference call with Thielen for April 6, 2017, Tracy did not answer his phone on that date,
nor did Tracy call Thielen on April 10, 2017, as he indicated he would. (Exhibit 2).
Response: Plaintiff lacks specific information as to the veracity of the allegations
contained in paragraph 11 and therefore deny the same.
12. By accepting Plaintiff’s offer, Defendant and Plaintiff settled this matter for $43,750.00.
Upon information and belief, Plaintiff denies that this case settled.
Response: Plaintiff denies that this matter was settled. Plaintiff admits that it denies that
this matter was settled.
13. Plaintiff now alleges that Defendant owes him in excess of $400,000 in damages, including
the principal under the note, interest, penalty for non conversion, penalty interest, and
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 3 of 35 PageID #:842
4
attorney’s fees, which Defendant denies.
Response: Plaintiff admits the allegations in paragraph 13.
14. Beginning around 2017, Einhaus began posting numerous messages on various internet
message boards under various user names relating to Textmunication. In addition to posting
false, defamatory and misleading information about Textmunication, Einhaus posted false and
defamatory messages and information about Asefi and Thielen. Einhaus also began to harass
Asefi via telephone and made numerous threats against him.
Response: Plaintiff admits that he posted messages on various internet message boards
relating to Textmunication. Plaintiff denies the remaining allegations in paragraph 14.
15. Many of the messages that Einhaus posted and sent include false statements about
Textmunication, Asefi and Thielen, statements that are defamatory per se, and personal
information about the identity and addresses of Asefi’s family members and their residences.
These messages were made in an attempt to defame Textmunication and its officers, Asefi
and Thielen.
Response: Plaintiff denies the allegations in paragraph 15.
16. Plaintiff posted and sent these messages in an attempt to harass Textmunication, Asefi and
Thielen, and also in an attempt to drive Textmunication’s share price lower under the mistaken
belief that the lower he drove Textmunication’s share price, the more shares he would obtain
when he converted the money owed to him under the promissory note to shares of
Textmunication.
Response: Plaintiff denies the allegations in paragraph 16.
17. Upon information and belief, Einhaus posted on investorshub.advfn.com under the user name
“allaboutyou.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 4 of 35 PageID #:843
5
Response: Plaintiff denies the allegations in paragraph 17
18. Using the use name allaboutyou, Einhaus posted the following messages that are false and
defamatory on the following dates, which are also attached to this complaint as Exhibit 3:
Response: Plaintiff denies the allegations in paragraphs 18(a) through 18(xxxxx).
a. June 19, 2017, “Wais Asefi is a scam artist and everyone in the Martinez California
area knows. His wife Rezwana spends the shareholders money as quick as she can get
her hands on it. The truth will be uncovered.
b. June19, 2017, “Wais Asefi and his gold digging wife Rezwana will lose this property
in 2064 Marazzani Dr. in Martinez.CA 94553 to debtholders eventually. His mother
Sharifa was also a part of the share selling scam also and her house on 1888 Roux
Court also Martinez that's in Wais Asefi's name will be taken as well. Good luck
Wais it's all coming down on you for all the shareholder fraud”
c. June 20, 2017, “Wais Asefi has ripped off shareholders and he is being investigated
currently. David Thielen Will go down with him Just watch wait and see the
firework”
d. June 20, 2017 “Wais Asefi and David Thielen will be behind bar's soon enough. They
pulled some serious stuff with some share selling on the side to line there pockets.”
e. June 20, 2017, “Wais and David were involved with 3rd party investors buying debt
and converting it to .0001. WHAT????? The pps was 50 times higher so what's
strange about that? Man the SEC will uncover the secrets David. Brett Rosen was not
a good way to line the pockets Wais and David.”
f. June 20, 2017, “Shareholders need to call Wais and David and ask if they know a guy
named Brett Rosen. They will shit there pants and say who? Never heard of that guy.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 5 of 35 PageID #:844
6
Its all fraud and jail time so watch it's coming.”
g. June 20, 2017, “Wais and David your days are numbered. Tick tock tick tock”
h. June 20, 2017, “Wais and David have had a share selling scam going on that has
effected shareholder investors. They will be punished for there GREED”
i. June 23, 2017, “How are the bills paid and payroll met is the magic question. Wais
needs a lot of money to maintain his life style with wife Rezwana. He also has his
oldest son Juleon Asefi on the payroll. Shareholders flipping the bill for family bank.
j. 23, 2017, “No worries though Wais treats this Like his own little piggy bank.
Rezwana needs money constantly.”
k. June 23, 2017, “So with Wais Asefi David Thielen and Juleon Asefi all pulling a
salary what's left for shareholders ever. You know Wais will take care of his kid
Juleon right.”
l. June 30, 2017, “Wais and his wife Rezwana need more of the people's money.
Rezwana is a high maintenance jerk just like her scam husband Wais. I am
very close to these people and they are scammers.”
m. June 30, 2017, “when's your next vacation Rezwana on the shareholders buck?”
n. June 30, 2017, “Juleon Asefi is Wais kid and he has his hand out for the shareholders
money.”
o. July 1, 2017, “Wais Asefi is the master mind and Azam Khan is his partner of the
scam.”
p. July 1, 2017, “Rezwana is high maintenance and Wais will need cash so him and
scammer Azam Khan will sell more soon.”
q. July 3, 2017, “Wais Asefi and Rezwana Asefi are both perfect together and great at
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 6 of 35 PageID #:845
7
spending shareholders money.”
r. July 3, 2017, “Wais you need to sell another million shares so your wife Rezwana can
get her nails done. Wais stop spending shareholders money.”
s. July 6, 2017, “this is a David Thielen and Wais Asefi piggy bank”
t. July 6, 2017, “David Thielen and Wais Asefi should see the prison cell for what harm
they brought to this company
u. 7, 2017, “Azam Khan and Wais Asefi should both be in jail for stealing and
robbing shareholders. Both are liars to the people and ran this to .13 while selling. I
have proof and David was with both before he joined the scam company.”
v. July 7, 2017, “Azam Khan has been hiding almost a year now but Wais can't hide.
Azam might be overseas selling for Wais his good friend and scammer.”
w. July 7, 2017, “Who got Khan'd by Azam and Wais? Both scumbags and losers that
steal from innocent peeps.”
x. July 8, 2017, “Wais Asefi needs to resign. I don't think David is the answer though.
Both are crooks. Most important is Wais who needs go back to insurance sales and sit
at home with wife Rezwana. Wais is horrible and should be in jail.”
y. July 8, 2017, “Wais and David are thieves. I am also hearing Azam Khan was the
master of the scam they all had here. Took people for .13 cent share price and
dumped on false pumping. I just got better filled in yesterday. Wow were
shareholders screwed.”
z. July 8, 2017, “I think this definitely has grounds for a class action and put Wais and
David Thielen in jail. They had many false misleading Press releases and filings in
the past. Wais and David Thielen should be in jail.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 7 of 35 PageID #:846
8
aa. July 13, 2017, “Wais Asefi only cares about himself. If this was so good he would not
give shares and pay Actis. His gold digging wife Rezwana spends every dime of
share holders money. He is hated by many who know him the best.”
bb. July 13, 2017, “Out here in California we know how much he takes from the people.
Wais and Rezwana are like Bonnie and Clyde.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 8 of 35 PageID #:847
9
cc. July 13, 2017, “Wais spends the share holders hard earned money and gold digger
wife Rezwana. All the people in Martinez know you are a company cheat.”
dd. July 13, 2017, “tibt I do not know why you send me message. Wais will lose
everything when done. He steals share holders money with his share selling scam”
ee. July 13, 2017, “Wais has his kid pulling a salary from the company. How much does
his wife Rezwana milk from the company also. All about the Wais Asefi family”
ff. July 13, 2017, “Rezwana needs that vacation soon so hard to tell who's selling. His
sidekick or Actis.”
gg. July 14, 2017, “Wais and Azam Khan use this company for there own piggy bank.
Both scammed many share holder and still working the scam.”
hh. July 14, 2017, “Wais Asefi and Azam Khan have scammed everyone here.”
ii. July 14, 2017, “ALL the debt won't be gone before the R/S. Wais and his wife
Rezwana are needing another vacation soon also.”
jj. July 14, 2017, “Juleon Asefi is pulling a good salary and not even needed. Family
scam”
kk. July 14, 2017, “Nice new SUV parked in the driveway of Wais the scammer for his
gold digging wife Rezwana”
ll. July 16, 2017, “Nothing matters anyway this is a cash cow for Wais his son Juleon
and his gold digging wife Rezwana.”
mm. July 16, 2017, “That house with the beautiful deck will end up in the hands of the
Class action in the end. To bad Wais you day shareholder don't matter well you are
going to hand everything over including all those nice vehicles.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 9 of 35 PageID #:848
10
nn. July 17, 2017, “Wais and Rezwana are planning another vacation. Wais takes care of
those 3 kids and spoils them. This guy is living the dream off the shareholders buck.”
oo. July 17, 2017, “Wais has over 100K in vehicles sitting in the driveway alone. Give
back to shareholders instead of all taking.”
pp. July 21, 2017, “Wais Asafi and wife Rezwana are planning another vacation for the 2
younger kids. Wow this guy just takes and takes from the company with NO mercy
for share holders.”
qq. July 21, 2017, “Wais will be done coaching the kids after he gets convicted and sent
to prison. Fraud bro fraud and you know it.”
rr. July 21, 2017, “Wais enjoy that view from the deck because your view is prison bars
soon bro.”
ss. July 21, 2017, “Wais Asefi and Azam Khan have committed fraud and the FBI will
be putting the cuffs to them very soon.”
tt. July 21, 2017, “Juleon Asefi will be out a job soon with his POS dad in prison.”
uu. July 21, 2017, “Wais we don't roll like this in California and you will pay for your
money scamming crap you're pulling.”
vv. July 24, 2017, “WAIS ASEFI IS LIVING THE DREAM BUT HIM AND HIS
INDIAN FRIEND THE KHAN WILL BE SHARING A CELL TOGETHER.
REZWANA WILL GET A NEW SUGAR DADDY.”
ww. July 24, 2017, “REZWANA ASEFI AND HER TWO KIDS MIGHT GET TO
SLEEP ON THE DECK AFTER AZAM KHAN TAKES THE HOUSE FROM HIM.
WORD IS WAIS SCREWED HIS BEST BUDDY AND NOW WAIS WILL LOSE
IT ALL TO THE KHAN FAMILY.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 10 of 35 PageID #:849
20
xx. July 24, 2017, “JULEON IS TAKING FROM THE COMPANY AS WELL. WAIS
AND HIS KID STEAL FROM THE SHAREHOLDERS WITH THE HUGE
SALARY.”
yy. July 25, 2017, “WAIS ASEFI AND WIFE REZWANA ARE SPENDING ALL THE
SHAREHOLDERS MONEY. NOW TXHD IS TALKING A PAY RAISE FOR
WAIS.”
zz. July 27, 2017, “WAIS ASEFI HAS TAKEN ADVANTAGE OF HIS SHARE
HOLDERS. WAIS WILL BE LOOKING FOR MORE MONEY AFTER ACTIS
GETS DONE SELLING.”
aaa. July 27, 2017, “WHY DOES WAIS MAKE ALL THE MONEY BUT SHARE
HOLDERS LOSE. TREAT YOUR PEOPLE RIGHT WAIS”
bbb. July 27, 2017, “WAIS NEEDS ANOTHER RAISE OR REZWANA MIGHT
SEND HIM TO LIVE WITH HIS MOMMY. HIS GOLD DIGGING WIFE NEEDS
MORE MONEY FROM THE COMPANY.”
ccc. July 28, 2017, “REZWANA ASEFI IS LIVING THE GOOD LIFE WHILE THE
CEO DUMPS INTO THE PEOPLE. WAIS IS NOT GOOD TO THE PEOPLE AND
SOON THE PEOPLE WILL SEE HIM IN THE PRISONS.”
ddd. July 29, 2017, “WAIS PULLS OVER 100K OUT AND THE COMPANY IS
GOING TO SHIT.”
eee. July 30, 3017, “WAIS HAS A PIGGY BANK HERE WITH THE KID JULEON
ASEFI. TXHD IS ALL FOR FAMILY AND NOBOFY ELSE.”
fff. July 30, 2017, “REZWANA ASEFI IS HIGH MAINTENANCE AND WAIS
NEEDS THAT RAISE TO SUPPORT HER NEEDS. MORE SHARES FOR SALE.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 11 of 35 PageID #:850
21
ggg. July 30, 2017, “WAIS DOES NOT CARE ABOUT SHARE HOLDERS.
THE SHARES OUTSTANDING MEAN NOTHING. IF WAIS IS TAKING CARE
OF REZWANA AND HIS 3 KIDS THATS ALL HE CARES ABOUT EVEN IF IT
MEANS STEALING FROM SHARE HOLDERS.”
hhh. July 31, 2017, “WAIS ASEFI HAS A BUTT BUDDY AZAM KHAN THAT
EVERYONE SPEAKS ABOUT. BOTH ROBBED THIS COMPANY IT SEEMS.”
iii. August 3, 2017, “WAIS ASEFI IS ALL ABOUT WAIS AND HIS FAMILY IN
THIS COMPANY AND NOTHING MORE.”
jjj. August 3, 2017, “WAIS SPENDS THE SHARE HOLDER MONEY ON HIS
FAMILY. HUGE SALARIES FOR HIM AND SON JULEON. THE COMPANY
MONEY ALWAYS WILL GO TO WAIS.”
kkk. August 3, 2017, “EVERYONE IN MARTINEZ KNOWS WAIS IS A
SCAMMER. HIS PEOPLE AND FRIEND REALLY THINK HES A THEIF.”
lll. August 4, 2017, “WAIS ASEFI WILL DRIVE HIS COMPANY TO ZERO. SHARE
HOLDERS SUFFER BUT NOT THE FAMILY. HIS MOTHER AND BROTHER
MAKE THE MONEY BUT ITS CATCHING UP TO HIM IN MARTINEZ. HE
GOT MANY PEOPLE TO BUY THIS CRAP.”
mmm. August 8, 2017, “WAIS ASEFI BACK TO BUSINESS AS ALWAYS.
REZWANA GOT HER FIX FOR NOW AND GOOD FOR THEM TO TAKE TIME
AWAY. SPEND MORE SHARE HOLDER MONEY WAIS.”
nnn. August 8, 2017, “WAIS TREATS THIS LIKE A PERSONAL PIGGY BANK
FOR HIS WIFE AND KIDS. REZWANA IS HIGH MAINTENANCE AND NEEDS
THOSE VACATIONS.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 12 of 35 PageID #:851
22
ooo. August 9, 2017, “WAIS STUCK MANY HERE AND MOST LIKELY HIS
LITTLE PIGGY BANK WILL END. HERE IN THE BAY WE DON'T RUN LIKE
THIS. WAIS AND REZWANA LIVE IT UP ON THE SHARE HOLDERS
EXPENSE.”
ppp. August 9, 2017, “WAIS ASEFI ONLY CARES ABOUT REZWANA AND HIS
3 KIDS. JULEON HIS OLDEST WORKS FOR TXHD ALSO. KEEP ALL THE
MONEY IN THE FAMILY.”
qqq. August 9, 2017, “WAIS SCREWS SHARE HOLDERS THOUGH. TAKES ALL
THE MONEY FOR HIMSELF. MANY VACATIONS AND 3 REAL NICE
VEHICLES IN HIS DRIVEWAY. YES WHEN HE ROBS OTHERS TO MEET
THE NEEDS OF HIS GOLD DIGGING WIFE REZWANA I DO NEED TO POST
IT.”
rrr. August 9, 2017, “WELL THERES A DIFFERENCE OF TAKING TILL THERES
NOTHING AND TAKING CARE OF FAMILY WHEN THE BUSINESS IS
BOOMING. HE LET ALL DEBT COLLECT MILLIONS OF SHARESAND KEPT
THE MONEY. SEE ANYTHING WRONG WITH THAT.”
sss.August 9, 2017, “WAIS ASEFI AND JULEON ASEFI ARE BOTH PULLING
LARGE SALARIES. WHILE THE COMPANY TANKS.”
ttt. August 13, 2017, “WAIS ASEFI IS A PIG WITH CASH. WAIS WANTS THE
BEST AND IF ITS THE SHARE HOLDERS THAT SUFFER HE DIDN'T CARE.”
uuu. August 13, 2017, “WAIS ASEFI HAS A GOLD DIGGER FOR A WIFE AND
SHE SPENDS OUR MONEY LIKE RUNNING WATER.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 13 of 35 PageID #:852
23
vvv. August 13, 2017, “DEAD BEAT WAIS ASEFI STILL OWES A BUNCH OF
PEOPLE SO NO WAY FOR THIS TO MOVE.”
www. August 17, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL THE
MONEY HERE ITS NOT A COMPANY FOR ANYONE ELSE.”
xxx. August 19, 2017, “WAIS ASEFI TAKES ALL THE MONEY ANYWAY.
MORE REVENUE MORE VACATIONS. REZWANA IS A GOLD DIGGER AND
HIGH MAINTENANCE. WAIS GIVES THOSE 3 KIDS EVERYTHING. WHO
PAYS BUT SHARE HOLDERS.”
yyy. August 19, 2017, “WAIS WILL ROB A GOOD COMPANY LIKE ASPIRE
JUST LIKE HE HAS MANY.”
zzz. August 19, 2017, “WAIS ASEFI NEEDS TO SELL TOO MANY SHARES GOT
THAT HIGH MAINTENANCE WIFE REZWANA FOR THIS TO HIT .01”
aaaa. August 20, 2017, “I KNOW HIM WELL UNFORTUNATELY AND WORSE
THAN SCREWING MY WIFE HE TOOK MY SAVINGS OF NEARLY 175K.
WAIS IS A SNAKE AND MY WIFE GOT SUCKED INTO HIS BULLS@#T.
MANY TIMES THIS WENT ON AND EVEN IN VEGAS THIS PIECE OF SH#T.”
bbbb. August 20, 2017, “BECAUSE WAIS IS A CHEAT AND SHARE HOLDERS
BEWARE.”
cccc. August 20, 2017, “THE PEOPLE IN MARTINEZ KNOWS WAIS IS CROOK.
SHARE HOLDERS ARE KNOW STARTING TO SEE. HE SPENDS ALL THE
MONEY AND TAKES MORE LOANS OUT FOR COMPANY TO PAY HIS KID
JULEON A WAGE TXHD CAN NOT AFFORD.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 14 of 35 PageID #:853
24
dddd. August 20, 2017, “WAIS ASEFI IS A PIG WITH CASH.HORRIBLE CEO AND
WORSE WANT TO BE SOCCER COACH.”
eeee. August 20, 2017, “WAIS LURED MY WIFE AND I INTO LIES. HE TOOK
OUR MONEY AND EVEN THEN HAD AN AFFAIR WITH MY WIFE. REAL
SCUM BAG. BAD FOR SHARE HOLDERS AND MANY IN MARTINEZ CAN'T
STAND HIM. DOES THAT HELP YOU. SHOWS THE INTEGRITY OF THE
CEO.”
ffff. August 20, 2017, “NO I NEVER CONTINUED TO PUT MONEY IN THE
STOCK. MY WIFE WAS SNEAKING AROUND WITH THIS SNAKE BACK
THEN AND HE TALKED HER INTO THE MONEY. I WAS NOT AWARE OF
THE AFFAIR BUT IN THE END THIS SITS IN TRIPS AND MY
RELATIONSHIP WITH MY WIFE I AM TRYING TO MEND. WAIS IS
SNEAKY.”
gggg. August 20, 2017, “I DON'T INVEST IN CRAP BUT THIS SCUMBAG
PAINTED A PICTURE OF HUGE STUFF. AS FOR MY WIFE WE ARE NOW
WORKING ON THE RELATIONSHIP HE TARNISHED. HER FAULT BUT
ONLY A SCUMBAG CHEATS WHILE MARRIED WITH ANOTHERS WIFE.HE
USED HER FOR MONEY AND PLAYED ON HER WEAKNESS FOR SEX. I
WAS NOT AROUND ENOUGH AND ON THE ROAD. THE SCUMBAG MOVED
ON IN. MANY TIMES WHEN HE WAD SUPPOSE TO BE AT HIS OFFICE.”
hhhh. August 22, 2017, “WAIS ASEFI IS A CROOK NOBODY LIKES HERE IN
MARTINEZ. HE WILL SCREW THE SHARE HOLDERS HERE.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 15 of 35 PageID #:854
25
iiii. August 22, 2017, “WAIS ASEFI HAS HIS OWN FAMILY HE EVEN SCREWED
OVER.”
jjjj. August 23, 2017, “WAIS ASEFI SPENDS MONEY LIKE RUNNING WATER. HE
HAS SCREWED EVERYONE HERE. TAKE ANOTHER VACATION SOON
WAIS YOUR GOLD DIGGING WIFE REZWANA NEEDS IT EVERY MONTH
OR SO. I BELIEVE YOU JUST WENT ON ONE IF MY PEOPLE ARE
CORRECT.”
kkkk. August 23, 2017, “THAT DRIVEWAY WITH 3 NICE VEHICLES
INCLUDING THE SUV WILL BE RECOVERED BY SHARE HOLDERS WHEN
THEY COME AFTER WAIS ASEFI.”
llll. August 23, 2017, “WAIS IS A CHEATING SCUMBAG AND JULEON ASEFI
WILL FOLLOW HIS DAD'S EVIL WAYS.”
mmmm. August 23, 2017, “MARTINEZ KNOWS WAIS IS A SCUMBAG AND
A CHEAT”
nnnn. August 23, 2017, “I WANT EVERYONE TO KNOW THAT WAIS ASEFI IS A
PIG AND CAN'T BE TRUSTED.”
oooo. August 23, 2017, “LOW VOLUME NOBODY WANTS THIS FROM A
SCUMBAG AND A CHEAT CEO.”
pppp. August 30, 2017, “WAIS ASEFI IS A CROOK NOBODY LIKES”
qqqq. August 30, 2017, “SOUNDS LIKE WAIS ASEFI AND AZAM KHAN COULD
BE BROTHERS. BOTH LYING CON ARTIST.”
rrrr. August 30, 2017, “WAIS ASEFI IS A PIG WITH THE SHARE HOLDERS
THAT SUFFER FROM THIS CON SELLING SHARES.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 16 of 35 PageID #:855
26
ssss. August 31, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL THE
MONEY AND SHARE HOLDERS SUFFER”
tttt. August 31, 2017, “WAIS ASEFI AND GOLD DIGGER WIFE REZWANA NEED
MORE MONEY AND THAT NEXT VACATION IS PRISON SOON.”
uuuu. September 3, 2017, “WAIS ASEFI IS HATED BY EVERYONE IN THE
MARTINEZ AREA THAT KNOW HIM. HE HAS STUCK MANY PEOPLE HERE
IN THE BAY AREA.”
vvvv. September 3, 2017, “WAIS ASEFI IS A CROOK AND WILL NOT BE
HELPING SHARE HOLDERS.”
wwww. September 3, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL
THE MONEY. THAT'S ALL WAIS CARES ABOUT AND NOT THE SHARE
HOLDERS HE HAS SAID THIS BEFORE.”
xxxx. September 3, 2017, “WAIS ASEFI WILL JOIN THIS FELON BACK IN JAIL
AGAIN.”
yyyy. September 4, 2017, “WAIS ASEFI IS A CROOK AND WILL NOT BE ABLE
TO GET AWAY WITH HIS CRIMINAL ACTS.”
zzzz. September 4, 2017, “WAIS ASEFI AND JULEON ASEFI USE THIS
COMPANY AS A PERSONAL PIGGY BANK.”
aaaaa. September 4, 2017, “CROOKS WORK BEST WITH OTHER CROOKS FROM
WHAT I SEE SHELLY SINGHAL ANOTJER INDIAN STEALING FROM GOOD
AMERICAN PEOPLE.”
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 17 of 35 PageID #:856
27
bbbbb. September 4, 2017, “I DID SOME CHECKING ALSO AND SHELLY
SINGHAL IS A CONVICTED FELON AND JUST THE TYPE WAIS WANTS.
WHATEVER PUTS MONEY IN WAIS POCKET.”
ccccc. September 5, 2017, “WAIS ASEFI IS AFGHANISTAN AND SINGHAL IS A
INDIAN NAME. THEY ARE ALL THE SAME MIDDLE EASTERN. THAT
SINGHAL IS A FELON AND WAIS ASEFI SOON TO JOIN HIM.”
ddddd. September 5, 2017, “WAIS IS A THEIF AND HIS KID JULEON IS
FOLLOWING HIS FOOTSTEPS. WAIS ASEFI HIRES CROOKS AND FELONS
IN THE COMPANY. LOOK UP SHELLY SINGHAL.”
eeeee. September 7, 2017, “WAIS ASEFI IS A CROOK AND WILL NOT BE
HELPING SHARE HOLDERS.”
fffff. September 7, 2017, “WAIS ASEFI AND HIS WIFE REZWANA JUST HAD A
NICE 3 WEEK VACATION AND NOW TOME TO SELL SHARES FOR THE
NEXT ONE SOON. AT LEAST 5 A YEAR THIS JOKE.”
ggggg. September 7, 2017, “WAIS ASEFI WILL HAVE THIS NO BID THEN HE
CAN'T GET MONEY FOR THE HIGH MAINTENANCE WIFEY REZWANA.”
hhhhh. September 7, 2017, “WAIS DID CHEAT WITH MY WIFE AFTER HE STOLE
ALL OUR MONEY. BUY THE STOCK AND BE RICH HE SAID.SCREWED ME
3 TIMES MY MONEY ME AND MY WIFE ACTUALLY.”
iiiii. September 7, 2017, “WAIS SUCKED US IN AS A COUPLE AND I INVESTED
IN HIS SCAM COMPANY. WAIS THEN STARTED CALLING MY WIFE AND
SHE INVESTEF EVEN MORE OF OUR SAVINGS. WELL THIS ALL LEAD TO
HIM THEN THE SELFISH CROOK HE IS HAVING AN AFFAIR WITH MY
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 18 of 35 PageID #:857
28
WIFE. I BLAME MY WAIFE BUT WAIS MOVED ON IN AND HE IS MARRIED
AS WELL.”
jjjjj. September 7, 2017, “WAIS ASEFI WILL ALWAYS BE A THEIF AND A
SELFISH ONE. WHY IS THIS .0004 AND DROPPING IF THIS ASSH#@E IS SO
WONDERFUL.”
kkkkk. September 7, 2017, “WAIS ASEFI IS A CHEAT IN EVERYWAY AND OUR
INVESTMENT HE SAID BUY BUY BUY IS ALSO CRAP.”
lllll. September 12, 2017, “WAIS ASEFI AND JULEON ASEFI MAKE ALL THE
MONEY AND GET THE HUGE PAY SCALE WHILE SHARE HOLDERS SEE
THIS GET FLUSHED DOWN THE TOILET.”
mmmmm. September 12, 2017, “THE PEOPLE IN MARTINEZ CAN'T STAND
HIM SO IS THAT SLANDER OR JUST SPEAKING TRUTH. ITS THE TRUTH.”
nnnnn. September 12, 2017, “WAIS ASEFI HAS STUCK MANY OF HIS OWN
PEOPLE AND I HAVE A RIGHT TO EXPRESS MY OPINION. HE USES TXHD
AS A ATM MACHINE BRO”
ooooo. September 14, 2017, “I HEARD OF AZAM KHAN FROM POSTERS BUT IT
SEEMS HE IS EVIL LIKE WAIS. 2 OF THE SAME IT SEEMS.”
ppppp. September 14, 2017, “WAIS ASEFI IS HATED HERE IN CALIFORNIA. ALL
OF US IN THE MARTINEZ AREA WHO KNOW HIM ARE WELL AWARE OF
HIS CONNIVING WAYS.”
qqqqq. September 18, 2017, “RETIRE SHARES IS CRAP AND TURNED THEM
BACK IN FOR DEBT PEOPLE. HIS BROTHER YAMA ASEFI HAS TOLD ME
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 19 of 35 PageID #:858
29
HOW THEY PLAY THERE GAMES FOR CASH FLOW. I GREW UP WITH
YAMA ASEFI AND KNEW HIM BEFORE THAT CROOK WAIS ASEFI.”
rrrrr. September 18, 2017, “WAIS ASEFI AND HIS GROUP HAVE RUINED THIS
FOR SJARE HOLDERS. SELL SELL SELL DILUTE DILUTE DILUTE ”
sssss. September 9, 2017, “WAIS ASEFI SCREWED ME AND MY WIFE OVER ON
OUR INVESTMENT. HE LIED”
ttttt. September 21, 2017, “WAIS ASEFI SPENDS MONEY LIKE RUNNING
WATER SO THAT'S HOW THIS IS IN A TOILET.”
uuuuu. September 21, 2017, “MY WIFE DOES NOT WANT TO DISCUSS THIS BUT
WAIS ASEFI SCREWED BOTH OF US AND GOT US FOR OUR SAVINGS.”
vvvvv. September 21, 2017, “PEOPLE HERE HATE WAIS HERE IN THE BAY AREA
BRO. HE IS SCUM IN HIS COMMUNITY BY HIS OWN PEOPLE.”
wwwww. September 21, 2017, “HE TOOK ADVANTAGE OF EVERYONE 13
CENTS TO .0004 BRO. COME ON THIS JERK TAKES MORE BONUS ANX 5
VACATIONS A YEAR. I LIVE LESS THAN 15 MINUTES AWAY BRO THIS
GUY IS A SCUMBAG.”
xxxxx. September 21, 2017, “ITS ABOUT THE CHARACTER OF THEIVES. I ALSO
HAVE AN INVESTMENT HERE BUT ITS SO LOW IT DOESNT MATTER
ANYMORE. DROPPED 13 CENTS TO EVENTUALLY NO BIDS. THIS IS MY
RIGHT TO EXPLAIN WHAT A AZZHOLE HE IS. YOU THINK WAIS IS A
GREAT GUY BRO? LOL”
19. Upon information and belief, Einhaus used the name “stealofadeal” to post messages and
send messages on investorshub.advfn.com.
Response: Plaintiff admits the allegations in paragraph 19
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 20 of 35 PageID #:859
30
20. Using the use name stealofadeal, Einhaus posted and sent numerous messages that were false
and defamatory, including the following messages on the following dates, which are attached
to this complaint as Exhibit 4:
Response: Plaintiff admits that Einhaus posted messages using the user name
stealofadeal. Plaintiff denies that any such messages were false or defamatory.
a. November 2017, “TXHD Also when a conspiracy to commit fraud is proven let me
ask you md if I am correct. Wais could very easily be held PERSONALLY
accountable for personal possessions and liens put on him personally as well. Wais is
cocky and thinks he’s untouchable but that noteholder is not the typical finance
company like Auctus who took a horrible settlement. Personal property and bank
account and even a lien on his salary in a way of garnishment of his wage. I am positive
that noteholder is well prepared.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(a).
b. November 15, 2017, “TXHD I am a shareholder who was scammed. I am a average
Joe blue collar working family man scammed by well enough $TXHD”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(b).
c. November 15, 2017, “TXHD FRAUD yes no doubt and his day is coming closer my
friend. He has no clue whats about to hit this fraudster $TXHD”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(c).
d. November 15, 2017, “WOW you really are defending a crook because why? I lost
over 200k on the open market from lies and fraud. I sure as hell don’t think its ok to
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 21 of 35 PageID #:860
31
lie to shareholders. Dude spends money like running water!”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(d).
e. January, 2018, “Only Pig is Wais and Chicago is coming soon. That POS will pay the
Attorney’s and its a must show for Wais to Chitown. Gonna get good for that POS.
The judge insisted Wais be at court. He has no idea whats going to hit him.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or deny
the allegations in paragraph 20(e).
21. Upon information and belief, Einhaus posted on investorshub.advfn.com under the name
“Option Trader.”
Response: Plaintiff admits the allegations in paragraph 21
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 22 of 35 PageID #:861
32
-
Response: Plaintiff admits that Einhaus posted messages using the user name Option
Trader. Plaintiff denies that any such messages were false or defamatory.
a. June 17, 2017, “TXHD This case is for myself and I will not discuss this other than
everyone needs to pay very close attention to detail. I will not stay posting on a
message board but this will not be good for anyone. It is true that Auctus has gotten
a judgment as of lately and an 8K should come but then again the company has NOT
been very transparent to shareholders. Wais and David Thielen when uncovered will
be exposed and they have alot to deal with. Rezwanda Asefi is also one that should
be very concerned for her well being as the wife of the CEO that is in a deep shit
load of trouble coming.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(a).
b. June 17, 2017, “TXHD I hope for the best for shareholders but I am speaking out
for now. I am not here to bash and I am not wanting any harm for others. I will say
however it does not look good for Wais Asefi and David Theilen. I will stop with
that but I know inside and out whats about to come. For all including myself not
good but for them Wais and David horrible!!!!!! I can see the writing on the wall
after the judgments come but also the fraud that a couple committed. His wife
Rezwana Asefi also well that’s another piece of the puzzle………”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 23 of 35 PageID #:862
33
deny the allegations in paragraph 22(b).
c. June 17, 2017, “TXHD I see whats coming and the writing is on the wall!
Nobody likely to win and a CEO Wais Asefi and the COO David Thielen likely
behind bars…”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(c).
d. June 17, 2017, “lol not worried at all and not a basher. The CEO Wais Asefi does
not pay the people who gave him promissory notes until they get a judgment. Now
he was Auctus with near 700,000.00 judgment and they don’t want his shares from what I
heard. It’s a judgment and an 8K should be our. Everyone has no idea whats coming for
Wais and David. NO IDEA!!!!!!!”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(d).
e. June 17, 2017, “TXHD Also my attorney for my individual case.
https://investorshub.advfn.com/boards/read_ms...d=13178587
5 .”
This link is a link to a press release for a meritless proposed investor class action
lawsuit against Textmunication put out by Einhaus’s attorney.
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(e).
f. September 2017, “TXHD So many misleading PR’s and 8k’s Marvin. Updates from
the company stating that debt would be settled with REVENUES and no shares
would be issued for DEBT. I could go on and on and it will all be outlined in the
class action. I have days of organizing everything invested here. Skype messages.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 24 of 35 PageID #:863
34
recorded conversations, text messages and all the public filings. This company is
liable for sooooo much of shareholder loses. Soon all will see the fireworks show
here and see justice come for all.”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(f).
g. 2017, “TXHD Yes it does but not only heard it in a skype call but screen shots of
the skype messages. I have so much and spent days organizing this stuff in order as
it happened. Another shady one involved in the bullshit with Wais and Shelly was
Brett Rosen. Yes nobody heard that name yet. The fraud that went on at shareholders
expense would blow your mind. They are going down and definitely investigated
for criminal activities. I think prison time will come for a few I won’t mention
names. Serious fraud….”
Response: Plaintiffs lacks knowledge or information sufficient to admit or
deny the allegations in paragraph 22(g).
Count 1 - Defamation
23. Defendant realleges and reincorporates by reference as though fully set forth herein
paragraphs 1 through 22 of its Counterclaim.
Response: Plaintiff reincorporates its responses to the preceding paragraphs herein.
24. The statements and messages that Einhaus made about Asefi, Thielen and
Textmunication under the user names allaboutyou, stealofadeal and Option Trader, as
described above, are false.
Response: Plaintiff denies the allegations in paragraph 24.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 25 of 35 PageID #:864
35
25. These false statements are defamatory under Illinois law because they impute that
Textmunication, and that Asefi and Thielen in their positions as officers of Textmunication,
committed criminal offenses. The false statements also impute an inability of
Textmunication’s officers to perform their jobs for want of integrity in the discharge of
duties of office and employment and impute a lack of ability in their profession and business.
Response: Plaintiff denies the allegations in paragraph 25.
26. Einhaus published most of these false statements on public message boards, particularly
message boards on investorshub.advfn.com, a publicly accessible website dedicated to
news and comments about publicly traded companies.
Response: Plaintiff denies the allegations in paragraph 26.
27. The messages that Einhaus did not publish on the message boards were sent by him to
other third parties, who then passed the messages on to Textmunication, Asefi or Thielen.
Response: Plaintiff denies the allegations in paragraph 27.
28. Einhaus made these false statements in order to discourage prospective investors in
Textmunication from investing in the company and to encourage shareholders of
Textmunication to sell their shares, in order to drive down Textmunication’s share
price.
Response: Plaintiff denies the allegations in paragraph 28.
29. Textmunication has suffered damages as a result of these defamatory statements,
including damage to its reputation and share price.
Response: Plaintiff denies the allegations in paragraph 29.
WHEREFORE, Textmunication respectfully prays this Court to award its damages to
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 26 of 35 PageID #:865
36
fully compensate it for the loss it has incurred, punitive damages, and costs, and to grant
any other relief this Court deems just.
Response: Plaintiff denies that Defendant Textmunication is entitled to the relief
requested.
Count 2 - Defamation per se
30. Defendant realleges and reincorporates by reference as though fully set forth
herein paragraphs 1 through 29 of its Counterclaim.
Response: Plaintiff reincorporates its responses to the preceding paragraphs herein.
31. The statements and messages that Einhaus made about Asefi, Thielen and
Textmunication under the user names allaboutyou, stealofadeal and Option Trader, as
described above, are false.
Response: Plaintiff denies the allegations in paragraph 31.
32. These false statements are defamatory per se under Illinois law because they impute that
Textmunication, and that Asefi and Thielen in their positions as officers of Textmunication,
committed criminal offenses. The false statements also impute an inability of
Textmunication’s officers to perform their jobs for want of integrity in the discharge of
duties of office and employment and impute a lack of ability in their profession and business.
Response: Plaintiff denies the allegations in paragraph 32.
33. Einhaus published most of these false statements on public message boards, particularly
message boards on investorshub.advfn.com, a publicly accessible website dedicated to
news and comments about publicly traded companies.
Response: Plaintiff denies the allegations in paragraph 33.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 27 of 35 PageID #:866
37
34. The messages that Einhaus did not publish on the message boards were sent by him to
other third parties, who then passed the messages on to Textmunication, Asefi or Thielen.
Response: Plaintiff denies the allegations in paragraph 34.
35. Einhaus made these false statements in order to discourage prospective investors in
Textmunication from investing in the company and to encourage shareholders of
Textmunication to sell their shares, in order to drive down Textmunication’s share
price.
Response: Plaintiff denies the allegations in paragraph 35.
36. Textmunication has suffered damages as a result of these defamatory statements,
including damage to its reputation and share price.
Response: Plaintiff denies the allegations in paragraph 36.
WHEREFORE, Textmunication respectfully prays this Court to award its damages to
fully compensate it for the loss it has incurred, punitive damages, and costs, and to grant
any other relief this Court deems just.
Response: Plaintiff denies that Defendant Textmunication is entitled to the relief
requested.
Count 3 – Injunctive Relief
37. Defendant realleges and reincorporates by reference as though fully set forth
herein paragraphs 1 through 36 of its Counterclaim.
38. Pursuant to Federal Rule of Civil Procedure Rule 65, Defendant seeks a preliminary and
a permanent injunction that prohibits Einhaus from making any new false, defamatory or
otherwise harassing statements online about Textmunication or its officers, including
Asefi and Thielen, and that orders Einhaus to remove any of these false, defamatory or
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 28 of 35 PageID #:867
38
otherwise harassing statements that he has posted online about Textmunication or its
officers.
39. Many of the aforementioned false, defamatory, and otherwise harassing internet postings
and messages that Einhaus posted online still exist and are still publicly available on the
various message boards. Because these false, defamatory and harassing messages are still
publicly available, they are continuing to cause harm to Textmunication’s share price and
reputation.
40. As long as these messages remain online and as long as Einhaus continues to make such
false and defamatory public statements, Textmunication will continue to suffer irreparable
injuries, including injuries to its reputations, for which monetary damages are inadequate.
41. The balance of the hardships between Einhaus and Textmunication demonstrates that such
a remedy in equity is warranted.
42. The public interest would not be disserved by the permanent injunction.
WHEREFORE, Textmunication respectfully prays this Court to enter a preliminary and a
permanent injunction that prohibits Einhaus from making any new false, defamatory or
otherwise harassing statements online about Textmunication and its officers, including
Asefi and Thielen, and that orders Einhaus to remove any of the false, defamatory or
otherwise harassing statements that he has posted online about them, and to grant any other
relief this Court deems just.
Count 4- Declaratory Judgment
43. Defendant realleges and reincorporates by reference as though fully set forth
herein paragraphs 1 through 42 of its Counterclaim.
Response: Plaintiff reincorporates its responses to the preceding paragraphs herein.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 29 of 35 PageID #:868
39
44. As described above, this case settled for $43,750.00 in April 2017 when Defendant
accepted Plaintiff’s settlement offer. Upon information and belief, Plaintiff denies that this
case settled.
Response: Plaintiff denies the allegations in paragraph 44.
45. As described above, Plaintiff contends that he is entitled to convert the amount of money
that he is owed by Defendant under the promissory note to shares of Defendant’s stock
based on Defendant’s March 2017 stock price. Defendant denies this, however, and
contends that Plaintiff is only entitled to convert the amount of money that he is owed by
Defendant under the promissory note to shares of Defendant’s stock based on Defendant’s
March 2016 stock price.
Response: Plaintiff denies the allegations in paragraph 45.
46. As described above, Plaintiff contends that he is entitled to hundreds of thousands of
dollars in damages based on the $25,000 loan, including a penalty for non conversion,
penalty interest, and attorney’s fees. Defendant denies that Plaintiff is entitled to such
damages, as they are merely unenforceable penalties not permitted for breaches of contract
under Illinois law.
Response: Plaintiff denies the allegations in paragraph 46.
47. As described above, Plaintiff contends that he is entitled to hundreds of thousands of
dollars in damages under the terms of the promissory note. Defendant denies that the
promissory note entitles Plaintiff to such grossly excessive damages. To the extent that the
promissory note is found to entitle Plaintiff to the damages that he seeks, such damages
are grossly excessive and make the promissory note unconscionable and unenforceable
Response: Plaintiff denies the allegations in paragraph 47.
Case: 1:17-cv-04478 Document #: 38 Filed: 06/07/18 Page 30 of 35 PageID #:869
40
48. Accordingly, a real and justiciable controversy exists and is ripe for determination by
this Court.
Response: Plaintiff admits the allegations in paragraph 48.
WHEREFORE, Textmunication respectfully prays this Court enter judgment in its favor
and against Plaintiff: (1) declaring that this case was settled in April 2017 for $43,750.00
and that Plaintiff is precluded from obtaining more than $43,750.00 from Textmunication;
(2) in the alternative, declaring that Plaintiff is not entitled to convert the amount of money
that he is owed by Defendant under the promissory note to shares of Defendant’s stock
based on Defendant’s March 2017 stock price, but is only entitled to convert the amount of
money he is owed based on Defendant’s March 2016 stock price; (3) in the alternative,
declaring that Plaintiff is not entitled to the damages that he seeks because they are an
impermissible penalty under Illinois law; (4) in the alternative, declaring that to the extent
that Plaintiff is entitled to the damages he seeks under the promissory note, such damages
are grossly excessive and make the promissory note unconscionable and unenforceable;
and (5) providing any other relief this Court deems just.
Response: Plaintiff denies that Defendant Textmunication is entitled to the relief
requested.
(0)
(0)Resonate Blends Inc. (KOAN) Stock Research Links
Scroll down for more posts ▼