Preview
FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022
4ttpreme Court of the State of fels ork,
founty of Beto 90th: Contmercial Bibigion
GLOBAL TECH INDUSTRIES GROUP,
INC., and DAVID REICHMAN,
AFFIDAVIT IN SUPPORT OF
Plaintiffs, ORDER TO SHOW CAUSE
against, Index No. 159160/2022
SLS GROUP, LLC, LIBERTY STOCK
TRANSFER, INC., GOLD
TRANSACTIONS INTERNATIONAL,
INC., PANLUMAS HOLDINGS TRUST,
TSUIMEI WANG, TODD CHISHOLM,
ERICK MOSTELLER, SCOTT WERTZ,
and WANG & ASSOCIATES, CPA, PC
STATE OF FLORIDA
ss.
COUNTY OF
I,DAVID REICHMAN, being duly sworn, states that he is Plaintiff in this action and that
the foregoing is true to the best of his own knowledge, except as to matters therein stated to be
alleged on information and belief and as to those matters he believes itto be true under the penalty
of perjury:
PRELIMINARY STATEMENT
This emergency Ex-Parte Order to Show Cause is moved for to stop the imminent and
wrongful transfer of 2.9 million shares of Plaintiff's stock which, by contract, are prohibited
from being sold. These shares are collateral that must be held for a separate financing
agreement. Without immediate action, Plaintiff's publicly traded company will incur severe
damage.
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EXHIBITS
The following exhibits are true and accurate reproductions of the documents that I
proport them to be. I know thisto be true by my own personal knowledge and/or through there
production during regular business affairs at my company, Global Tech Industries Group, Inc.
1. Exhibit 1 is a copy of the February 28, 2021 Stock Purchase Agreement ("the SPA")
where I agree to, among other things, acquire allof the shares of stock of Defendant Gold
Transactions International, Inc ("Gold") in exchange for 6,000,000 shares of Global Tech
Industries Group, Inc ("Global"). I am the CEO of Global.
2. Exhibit 2 is a copy of a May 27, 2022 addendum to the February 28, 2021 contract
showing that Defendant Tsuimei Wang agreed to not sell 2,000,000 shares of Global Tech
Industries Group, Inc's stock for 18 months because the stock was being held in trustto secure
funding for gold operations.
3. Exhibit 3 is a copy of an October 18, 2022, letter to Dolkart Law requesting the removal
of legends on Defendant Tsuimei Wang's ("Wang's") stock. Attached includes an account
statement of the stock registered to Panlunas Holdings Trust, Tsuimei Wang's grant of shares to
Panlunas, a genealogy of the 6,000,000 shares by Global, a letter to Defendant Liberty Stock
Transfer, LLC issuing the stock, a Hellosign audit trail,an SEC form S1/A, a copy of the
February 28, 2021 stock agreement, a Hellosign audit trailfor that agreement, a letterfrom Todd
2nd
Chisolm telling Global to reissue stock for Wang, a copy of the amendment of the stock
transfer agreement, a Hellosign audit for that agreement, and the private declaration of trust for
Panlumas Holdings. Pagination is added for the Court's convenience.
4. Exhibit 4 is a copy of the May 25, 2022, amendment to the February 28, 2021 SPA.
This amendment is a lock-up agreement that requires TsuiMei Wang, Tsui-Lin Wang, Erick
2
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Mosteller, and David Reichman, personally, and as officers of Global and Gold, to leave the
6,000,000 shares of Global stock covered by the SPA in trust for 18 months.
5. Exhibit 5 is a copy of an October 18, 2022 letterwritten by Dolkart Law opining,
restriction"
incorrectly, that the stock was "without and should have itslegend removed.
6. Exhibit 6 is a copy of a letter written September 13, 2022, by attorney Mark R.
Markowitz incorrectly claiming that Ms. Wang and other defendants were not control parties.
7. Exhibit 7 is a copy of an email sent by Liberty's CEO Jeff English, threatening to
proceed with selling the securities.
8. Exhibit 8 is a copy of an email showing Mark Markowitz withdrawing his previous
pronouncement about the lawfulness of selling the securities at issue.
FACTS
9. On February 28, 2021, I executed the SPA where I agreed to, among other things, acquire
all of the shares of stock of Defendant Gold Transactions International, Inc ("Gold") in exchange
for 6,000,000 shares of Global Tech Industries Group, Inc ("Global"). Ex 1.
10. I am the CEO of Global.
11. In the past, and at the time of the execution of the SPA, Tsuimei Wang was the CEO of
Gold, and she was an accountant for Wang & Associates, a private company. Ms. Wang did
accounting work for Global and received payment in the form of 2.9 million shares of Global
stock. Ex 1, p.22; Ex 3, p. 5.
12. Under the tenns of the SPA, this stock was supposed to be legend bound and not
transferrable until the deal was executed.
in"
13. On May 25, 2022, when the SPA was modified with itssecond amendment, the "lock
clause required each party to keep their stock in trustfor 18 months. Exhibit 2 and 4, p 2.
3
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14. This did not happen.
15. As the Court can see, we are here because Ms. Wang is attempting to transfer her stock.
16. The legal opinions provided to the transfer agent, Liberty Stock Transfer, Inc.,
("Liberty") are factually incorrect.
17. First,I direct the Court's attention to Attomey Warren Markowitz's letter. Attorney
Markowitz legal opinion "as to the removal of any restriction that may remain and the related
shares"
salability of said makes two mistakes. In the lock in agreement, Ms. Wang agrees that
shares must be kept in trust for 18 months. Ex. 4, p. 3. Attomey Markowitz does not explain how
any one of the Defendants could have kept their shares in Panlunas trust for 18 months, when
Panlunas was settled in January 2022. Ex 3, p. 55. I ask the Court to take Judicial Notice that we
10th
are only in the Inonth of 2022.
18. Second, I direct the Court's attention to Attorney Markowitz statement that "None of the
parties were an affiliate, or a control party, with/of [Global], and acquired their shares through an
transaction."
arms-length But this is not the case.
19. On February 21, 2021, Tsuimei Wang was the CEO of Gold and remained CEO
throughout May 25, 2022, and upon information and belief she remains today. Ex 1, p.22; Ex 4,
p. 3. Before that, she received her 2.9 million shares of Global stock in three transactions, August
8, 2012; May 7, 2020, and December 17, 2020. Exhibit 3, p. 5. Gold is a fully owned subsidiary
of Global and has been since the execution of the February 21, 2021 Stock Purchase Agreement.
Ex 1.Therefore, contrary to Attorney Markowitz's position, Ms. Wang, during her tenure as
Party"
CEO of Gold held Global stock and was, indeed a "Control as CEO of a fully owned
subsidiary of Global.
4
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022
20. On October 18, 2022, Mr. John Dolkart, Esq. wrote that "I am of the opinion that the
request for removal of the restriction on the Shares in conjunction with the proposed sale of these
appropriate."
securities is Ex. 5, p. 3. What he misses is that there is a restriction which requires
the securities to be kept in trustfor I8 months, and for them to not be sold, the lock up provision.
Ex 4. Additionally, itmentions nothing about Ms. Wang being a control person, or any
investigation of that.
21. On October 18, 2022, Mr. Markowitz reversed his position. He now believes that itis
unlawful to transfer the stock. Ex. 8.
CONCLUSION
22. I humble myself before the Court and plead that the Court enjoin thistransfer of stock.
My company will suffer irreparable damage with this enormous transfer of millions of dollars of
stock, which is prohibited from being transferred by contract. The transfer will cataclysmically
devalue my company and prevent us from securing the much-needed funding that the stock was
originally entrusted to Ms. Wang for.
WHEREFORE Plaintiff requests that this Honorable Court enter the following relief:
l. Pursuant to that under CPLR 6301, the Court grant a temporary restraining order
immediately, restraining Defendants from transferring 2.9 million shares of Plaintiff
Global Tech Industries Group, Inc stock;
And for such other and further relief as to the Court may seem just and proper
5
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FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022
I, o/g A//)f M fµjytiu/,)a Notary
S gn
commissioned in the County of /!bn /3f c/
State of Florida. On /a, , ,v , 2022.
The e (t
w2
affiant, 1 p
appeared before me, proved to me their
identity by showing me the following proof:
Dated
3d tt/Pf / (stv s E and the
aforesaid affidavit was subscribed, sworn, or
affirmed before me.
hTotary (Sign)
ROLANDEM. RENAUD
°°'""d"*"H" ²¹³²¹¹
/ vvt )é I /Èé /va
Expires October5,2026
blotary (Print)
County and Expiration of Commission
NYSCEF to allcounsel of record.
David Berman, Esq.
Attorney for Plaintiff
The Law Office of David Berman, Esq.
2064 E. Main Street, 2B
Cortlandt Manor, New York 10567
6
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022
WORD COUNT STATEMENT
This Affidavit is 1285 words.
a NYSCEF to allcounsel of record.
David Berman, Esq.
Attorney for Plaintiff
The Law Office of David Berman, Esq.
2064 E. Main Street, 2B
Cortlandt Manor, New York 10567
7
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FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022
ACKNOWLEDGEMENT
On the [ordinal number of of /Ce [name of
day] day
month], in the year A. [identification of year], before me, the undersigned,
personally appeared ., ,kw - [name of acknowledging affiant], personally known to be
or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)
[is/are] subscribed to the within instrument and acknowledged to me that [he/she/they] executed
the same in [his/her/their] capacity(ies), that by [his/her/their] signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument, and that such individual made such appearance before the undersigned in
f>x - b .2 n [[name of city]/[name of political subdivision]] of
F(a s'A u [[name of state]/[name of country]/[other place of
acknowledgment]].
Narpe f Person Acknowledgement
4
Taking
/w ,pf ROLANDEM. RENAUD
a E( /{¿
* *
Commission# NH 21sgn
Expires October5,2026
74 /2v
Title of Person aking Acknowledgement
(Notary)
8 of 9
FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022
CERTIFICATE OF CONFORMITY
The undersigned does hereby certify that he/she is an attorney at law duly admitted to
practice in the State of 26 and is a resident of the State of c ;
that he/she makes this affidavit in accordance with the requirements of the Clerk of the County
of 1 to the acknowledgement of the proof of the Affidavit of
pertaining
, tobe filed in New York Supreme Court, Commercial Division; New York
County; that the foregoing acknowledgment of Samed in the foregoing
instrument taken before //u E m BV44 '),a Notary in the State of R W '
,
being the state in which itwas taken, and based upon my review thereof, appears to conform
with the law of the State of P•D 22 A as to the purpose for which itis submitted and
filed. In Witness Whereof, I have hereunto set my hand this on this present date.
- Print otary- Print
Attorney
Signature Signature
Dated: j Dated: / .2
ROLANDEM. RENAUD
* * Commission# HH273277
Expkes OctoberS,2026
9 of 9
Preview
FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 4ttpreme Court of the State of fels ork, founty of Beto 90th: Contmercial Bibigion GLOBAL TECH INDUSTRIES GROUP, INC., and DAVID REICHMAN, AFFIDAVIT IN SUPPORT OF Plaintiffs, ORDER TO SHOW CAUSE against, Index No. 159160/2022 SLS GROUP, LLC, LIBERTY STOCK TRANSFER, INC., GOLD TRANSACTIONS INTERNATIONAL, INC., PANLUMAS HOLDINGS TRUST, TSUIMEI WANG, TODD CHISHOLM, ERICK MOSTELLER, SCOTT WERTZ, and WANG & ASSOCIATES, CPA, PC STATE OF FLORIDA ss. COUNTY OF I,DAVID REICHMAN, being duly sworn, states that he is Plaintiff in this action and that the foregoing is true to the best of his own knowledge, except as to matters therein stated to be alleged on information and belief and as to those matters he believes itto be true under the penalty of perjury: PRELIMINARY STATEMENT This emergency Ex-Parte Order to Show Cause is moved for to stop the imminent and wrongful transfer of 2.9 million shares of Plaintiff's stock which, by contract, are prohibited from being sold. These shares are collateral that must be held for a separate financing agreement. Without immediate action, Plaintiff's publicly traded company will incur severe damage. 1 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 EXHIBITS The following exhibits are true and accurate reproductions of the documents that I proport them to be. I know thisto be true by my own personal knowledge and/or through there production during regular business affairs at my company, Global Tech Industries Group, Inc. 1. Exhibit 1 is a copy of the February 28, 2021 Stock Purchase Agreement ("the SPA") where I agree to, among other things, acquire allof the shares of stock of Defendant Gold Transactions International, Inc ("Gold") in exchange for 6,000,000 shares of Global Tech Industries Group, Inc ("Global"). I am the CEO of Global. 2. Exhibit 2 is a copy of a May 27, 2022 addendum to the February 28, 2021 contract showing that Defendant Tsuimei Wang agreed to not sell 2,000,000 shares of Global Tech Industries Group, Inc's stock for 18 months because the stock was being held in trustto secure funding for gold operations. 3. Exhibit 3 is a copy of an October 18, 2022, letter to Dolkart Law requesting the removal of legends on Defendant Tsuimei Wang's ("Wang's") stock. Attached includes an account statement of the stock registered to Panlunas Holdings Trust, Tsuimei Wang's grant of shares to Panlunas, a genealogy of the 6,000,000 shares by Global, a letter to Defendant Liberty Stock Transfer, LLC issuing the stock, a Hellosign audit trail,an SEC form S1/A, a copy of the February 28, 2021 stock agreement, a Hellosign audit trailfor that agreement, a letterfrom Todd 2nd Chisolm telling Global to reissue stock for Wang, a copy of the amendment of the stock transfer agreement, a Hellosign audit for that agreement, and the private declaration of trust for Panlumas Holdings. Pagination is added for the Court's convenience. 4. Exhibit 4 is a copy of the May 25, 2022, amendment to the February 28, 2021 SPA. This amendment is a lock-up agreement that requires TsuiMei Wang, Tsui-Lin Wang, Erick 2 2 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 Mosteller, and David Reichman, personally, and as officers of Global and Gold, to leave the 6,000,000 shares of Global stock covered by the SPA in trust for 18 months. 5. Exhibit 5 is a copy of an October 18, 2022 letterwritten by Dolkart Law opining, restriction" incorrectly, that the stock was "without and should have itslegend removed. 6. Exhibit 6 is a copy of a letter written September 13, 2022, by attorney Mark R. Markowitz incorrectly claiming that Ms. Wang and other defendants were not control parties. 7. Exhibit 7 is a copy of an email sent by Liberty's CEO Jeff English, threatening to proceed with selling the securities. 8. Exhibit 8 is a copy of an email showing Mark Markowitz withdrawing his previous pronouncement about the lawfulness of selling the securities at issue. FACTS 9. On February 28, 2021, I executed the SPA where I agreed to, among other things, acquire all of the shares of stock of Defendant Gold Transactions International, Inc ("Gold") in exchange for 6,000,000 shares of Global Tech Industries Group, Inc ("Global"). Ex 1. 10. I am the CEO of Global. 11. In the past, and at the time of the execution of the SPA, Tsuimei Wang was the CEO of Gold, and she was an accountant for Wang & Associates, a private company. Ms. Wang did accounting work for Global and received payment in the form of 2.9 million shares of Global stock. Ex 1, p.22; Ex 3, p. 5. 12. Under the tenns of the SPA, this stock was supposed to be legend bound and not transferrable until the deal was executed. in" 13. On May 25, 2022, when the SPA was modified with itssecond amendment, the "lock clause required each party to keep their stock in trustfor 18 months. Exhibit 2 and 4, p 2. 3 3 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 14. This did not happen. 15. As the Court can see, we are here because Ms. Wang is attempting to transfer her stock. 16. The legal opinions provided to the transfer agent, Liberty Stock Transfer, Inc., ("Liberty") are factually incorrect. 17. First,I direct the Court's attention to Attomey Warren Markowitz's letter. Attorney Markowitz legal opinion "as to the removal of any restriction that may remain and the related shares" salability of said makes two mistakes. In the lock in agreement, Ms. Wang agrees that shares must be kept in trust for 18 months. Ex. 4, p. 3. Attomey Markowitz does not explain how any one of the Defendants could have kept their shares in Panlunas trust for 18 months, when Panlunas was settled in January 2022. Ex 3, p. 55. I ask the Court to take Judicial Notice that we 10th are only in the Inonth of 2022. 18. Second, I direct the Court's attention to Attorney Markowitz statement that "None of the parties were an affiliate, or a control party, with/of [Global], and acquired their shares through an transaction." arms-length But this is not the case. 19. On February 21, 2021, Tsuimei Wang was the CEO of Gold and remained CEO throughout May 25, 2022, and upon information and belief she remains today. Ex 1, p.22; Ex 4, p. 3. Before that, she received her 2.9 million shares of Global stock in three transactions, August 8, 2012; May 7, 2020, and December 17, 2020. Exhibit 3, p. 5. Gold is a fully owned subsidiary of Global and has been since the execution of the February 21, 2021 Stock Purchase Agreement. Ex 1.Therefore, contrary to Attorney Markowitz's position, Ms. Wang, during her tenure as Party" CEO of Gold held Global stock and was, indeed a "Control as CEO of a fully owned subsidiary of Global. 4 4 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 20. On October 18, 2022, Mr. John Dolkart, Esq. wrote that "I am of the opinion that the request for removal of the restriction on the Shares in conjunction with the proposed sale of these appropriate." securities is Ex. 5, p. 3. What he misses is that there is a restriction which requires the securities to be kept in trustfor I8 months, and for them to not be sold, the lock up provision. Ex 4. Additionally, itmentions nothing about Ms. Wang being a control person, or any investigation of that. 21. On October 18, 2022, Mr. Markowitz reversed his position. He now believes that itis unlawful to transfer the stock. Ex. 8. CONCLUSION 22. I humble myself before the Court and plead that the Court enjoin thistransfer of stock. My company will suffer irreparable damage with this enormous transfer of millions of dollars of stock, which is prohibited from being transferred by contract. The transfer will cataclysmically devalue my company and prevent us from securing the much-needed funding that the stock was originally entrusted to Ms. Wang for. WHEREFORE Plaintiff requests that this Honorable Court enter the following relief: l. Pursuant to that under CPLR 6301, the Court grant a temporary restraining order immediately, restraining Defendants from transferring 2.9 million shares of Plaintiff Global Tech Industries Group, Inc stock; And for such other and further relief as to the Court may seem just and proper 5 5 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 I, o/g A//)f M fµjytiu/,)a Notary S gn commissioned in the County of /!bn /3f c/ State of Florida. On /a, , ,v , 2022. The e (t w2 affiant, 1 p appeared before me, proved to me their identity by showing me the following proof: Dated 3d tt/Pf / (stv s E and the aforesaid affidavit was subscribed, sworn, or affirmed before me. hTotary (Sign) ROLANDEM. RENAUD °°'""d"*"H" ²¹³²¹¹ / vvt )é I /Èé /va Expires October5,2026 blotary (Print) County and Expiration of Commission NYSCEF to allcounsel of record. David Berman, Esq. Attorney for Plaintiff The Law Office of David Berman, Esq. 2064 E. Main Street, 2B Cortlandt Manor, New York 10567 6 6 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 WORD COUNT STATEMENT This Affidavit is 1285 words. a NYSCEF to allcounsel of record. David Berman, Esq. Attorney for Plaintiff The Law Office of David Berman, Esq. 2064 E. Main Street, 2B Cortlandt Manor, New York 10567 7 7 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 ACKNOWLEDGEMENT On the [ordinal number of of /Ce [name of day] day month], in the year A. [identification of year], before me, the undersigned, personally appeared ., ,kw - [name of acknowledging affiant], personally known to be or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) [is/are] subscribed to the within instrument and acknowledged to me that [he/she/they] executed the same in [his/her/their] capacity(ies), that by [his/her/their] signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual made such appearance before the undersigned in f>x - b .2 n [[name of city]/[name of political subdivision]] of F(a s'A u [[name of state]/[name of country]/[other place of acknowledgment]]. Narpe f Person Acknowledgement 4 Taking /w ,pf ROLANDEM. RENAUD a E( /{¿ * * Commission# NH 21sgn Expires October5,2026 74 /2v Title of Person aking Acknowledgement (Notary) 8 of 9 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/02/2022 CERTIFICATE OF CONFORMITY The undersigned does hereby certify that he/she is an attorney at law duly admitted to practice in the State of 26 and is a resident of the State of c ; that he/she makes this affidavit in accordance with the requirements of the Clerk of the County of 1 to the acknowledgement of the proof of the Affidavit of pertaining , tobe filed in New York Supreme Court, Commercial Division; New York County; that the foregoing acknowledgment of Samed in the foregoing instrument taken before //u E m BV44 '),a Notary in the State of R W ' , being the state in which itwas taken, and based upon my review thereof, appears to conform with the law of the State of P•D 22 A as to the purpose for which itis submitted and filed. In Witness Whereof, I have hereunto set my hand this on this present date. - Print otary- Print Attorney Signature Signature Dated: j Dated: / .2 ROLANDEM. RENAUD * * Commission# HH273277 Expkes OctoberS,2026 9 of 9