2018.04.11 GreenGro Complaint FINAL

1 GLOBAL LEGAL LAW FIRM
Christopher R. Dryden, Esq. (234476)

2 James C. Huber, Esq. (269488)
R. Michael Ghilezan, Esq. (282340)
3
380 Stevens Avenue, Suite 311
4
Solana Beach, California 92075
Tel.: (888) 846-8901
5 Fax: (888) 846-8902
Email: cdryden@attorneygl.com
6 jhuber@attorneygl.com
mghilezan@attorneygl.com
7
8 Attorneys for Plaintiffs JOSEPH EARLE and

KARL GRAFF
9
10 ORANGE COUNTY SUPERIOR COURT

CENTRAL JUSTICE CENTER
11
12
JOSEPH EARLE, an individual; KARL ) Case no.
13
GRAFF, an individual; )
) COMPLAINT FOR DAMAGES
14
Plaintiffs, )
)
15
) 1. Breach of Contract
v. ) 2. Fraud
16
) 3. Conspiracy to Commit Fraud
GREENGRO TECHNOLOGIES, INC., a ) 4. Specific Performance
17
California Corporation; GALA )
) 5. Conversion
18 PHARMACEUTICAL, INC., a Nevada ) 6. Breach of Fiduciary Duties
Corporation; JIM HAAS, an individual; OWEN ) 7. Unfair Business Practices
19 )
NACCARATO, an individual; FIDELITY 8. Breach of Implied Covenant of Good
STOCK TRANSFER, an unknown entity; )
20 ) Faith and Fair Dealing
ALLISON HESS, an Individual, and DOES 1- )
21 25, inclusive, )
)
22 )
Defendants. DEMAND FOR JURY TRIAL
)
23 )
)
24 )
)
25 )
26
27 Plaintiffs JOSEPH EARLE and KARL GRAFF allege as follows:

28 JURISDICTION AND VENUE
COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 1

1 1. Plaintiff JOSEPH EARLE is, and at all times relevant herein was, a resident of the
2 County of San Diego, State of California, transacting business in the County of Orange, State of
3 California.
4 2. Plaintiff KARL GRAFF is, and at all times relevant herein was, a resident of the
5 County of San Diego, State of California, transacting business in the County of Orange, State of
6 California.
7 3. Defendant GREENGRO TECHNOLOGIES, INC. (“Defendant GRNH”) is, and
8 at all times relevant herein was, a California Corporation conducting business in the State of
9 California, registered with the California Secretary of State and maintains its principal place of
10 business in the County of Orange, State of California.
11 4. Defendant GALA PHARMACEUTICAL, INC. (“Defendant GALA”) is, and at
12 all times relevant herein was, a Nevada Corporation conducting business in the County of
13 Orange, State of California.
14 5. Defendant JIM HAAS (Defendant “HAAS”) is, and at all times relevant herein
15 was, a resident of Orange County, State of California and he is, and at all times relevant herein
16 was, employed in Orange County, State of California. During the relevant time period for this
17 lawsuit, he has taken on various officer roles with both Defendants GRNH and GALA, including
18 the Chief Executive Officer and president of both of these Defendants.
19 6. Defendant OWEN NACCARATO is, and at all times relevant herein was a
20 resident of Orange County, State of California and he is, and at all times relevant herein was,
21 employed in Orange County, State of California. He is a California-licensed attorney.
22 7. Defendant FIDELITY STOCK TRANSFER, Inc. (“FIDELITY”) is a stock
23 transfer agency in California, and maintains an office, transacts business, and has a principal
24 place of business located at 5073 Central Avenue, #907 Bonita, CA 91908. FIDELITY is the
25 stock transfer agent of GRNH.
26 8. Defendant ALLISON HESS is, and at all times relevant herein was, a resident of
27 Orange County, State of California and he is, and at all times relevant herein was, employed in
28 Orange County, State of California.

1 9. The true names and capacities, whether individual, corporate, associate, or
2 otherwise, of DOES 1 through 25 are unknown to Plaintiffs, who therefore sue the DOE
3 Defendants by fictious names. Plaintiffs will amend this Complaint to show their true names and
4 capacities when they have been ascertained.
5 10. Plaintiffs are informed and believe, and thereon allege, that DOES 1 through 25
6 are the partners, owners, shareholders, managers, direct or indirect controlling persons, executive
7 officers, directors or employees, and were acting on behalf of Defendants GRNH and/or GALA
8 and/or FIDELITY at all relevant times herein.
9 11. Plaintiffs are informed and believe, and thereon allege, that each and all of the
10 acts and omissions alleged herein were performed by, and/or attributable to, all Defendants, each
11 acting as agents and/or employees, and or under the direction and control of each of the other
12 Defendants, and that said acts and failures to act were within the course and scope of said
13 agency, employment and/or direction and control. Plaintiffs are informed and believe, and
14 thereon allege, that at all times material hereto Defendants were and are the agents of each other.
15 12. The Court in which the instant action is filed is the proper Court and venue for the
16 instant action under the provisions of California Code of Civil Procedure (“CCP”) Section 395,
17 in that all Defendants transact business in this county and/or are domiciled in this county.
18 13. As a direct and proximate result of the unlawful acts of Defendants, Plaintiffs
19 have suffered and continue to suffer from loss of profits and other damages in amounts to be
20 proved at trial, but no less than the jurisdictional minimum of this court.
21 14. Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
22 herein, Defendant HAAS is and was a shareholder, principal, director and/or officer of
23 Defendants GRNH and GALA and has an individual ownership interest in Defendants GRNH
24 and GALA.
25 15. Plaintiffs are informed and believe, and thereon allege, that Defendant GRNH
26 was at all times the alter ego corporation of Defendant HAAS by reason of the following:
27 (a) Plaintiffs are informed and believe, and thereon allege, that Defendant HAAS, at
28 all times mentioned herein, completely dominated, influenced, managed, operated

1 and controlled Defendant GRNH and the officers thereof as well as the business,
2 operations, property, finances, and affairs of said corporation.
3 (b) Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
4 herein, there existed and now exists a unity of interest and ownership between
5 Defendant HAAS and Defendant GRNH and that individuality and separateness
6 of Defendant HAAS and Defendant GRNH have ceased.
7 (c) Plaintiffs are informed and believe, and thereon allege, that at all times since its
8 incorporation Defendant GRNH has been and now is a mere shell and naked
9 framework which Defendant HAAS used as a conduit for the conduct of his
10 personal business, property, and affairs.
11 (d) Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
12 herein, Defendant GRNH was created and continued pursuant to a scheme and
13 device conceived and operated by Defendant HAAS, whereby the income,
14 revenue and profits of Defendant GRNH were commingled and diverted by
15 Defendant HAAS to himself and/or a trust or other corporations.
16 (e) Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
17 herein, Defendant GRNH was organized by Defendant HAAS as a device to
18 avoid individual liability and for the purpose of substituting a financially
19 irresponsible corporation in the place of and instead of Defendant HAAS, and
20 accordingly, Defendant GRNH was formed with capitalization totally inadequate
21 for the business in which said corporation was engaged.
22 (f) By virtue of the foregoing, adherence to the fiction of the separate corporate
23 existence of Defendant GRNH would, under the circumstances, sanction a fraud
24 and promote injustice in that Plaintiffs would be unable to realize upon any
25 judgment in their favor.
26 16. Plaintiffs are informed and believe, and thereon allege that at all times relevant
27 hereto, Defendant HAAS and Defendant GRNH acted for each other in connection with the
28 conduct hereinafter alleged and that each of them performed the acts complained of herein or

1 breached the duties herein complained of as agents of each other and each is therefore fully liable
2 for the acts of the other.
3 17. Plaintiffs are informed and believe, and thereon allege that Defendant HAAS has
4 committed additional acts and omissions sufficient to impose alter ego liability of which Plaintiff
5 is presently unaware.
6 18. Plaintiffs are informed and believe, and thereon allege, that Defendant GALA was
7 at all times the alter ego corporation of Defendants HAAS and NACARRATO by reason of the
8 following:
9 (g) Plaintiffs are informed and believe, and thereon allege, that Defendants HAAS
10 and NACARRATO, at all times mentioned herein, completely dominated,
11 influenced, managed, operated and controlled Defendant GALA and the officers
12 thereof as well as the business, operations, property, finances, and affairs of said
13 corporation.
14 (h) Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
15 herein, there existed and now exists a unity of interest and ownership between
16 Defendants HAAS and NACARRATO and Defendant GALA and that
17 individuality and separateness of Defendants HAAS and NACARRATO and
18 Defendant GALA have ceased.
19 (i) Plaintiffs are informed and believe, and thereon allege, that at all times since its
20 incorporation Defendant GALA has been and now is a mere shell and naked
21 framework which Defendants HAAS and NACARRATO used as a conduit for
22 the conduct of their personal business, property, and affairs.
23 (j) Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
24 herein, Defendant GALA was created and continued pursuant to a scheme and
25 device conceived and operated by Defendants HAAS and NACARRATO,
26 whereby the income, revenue and profits of Defendant GALA were commingled
27 and diverted by Defendant HAAS to themselves and/or a trust or other
28 corporations.

1 (k) Plaintiffs are informed and believe, and thereon allege, that at all times mentioned
2 herein, Defendant GALA was organized by Defendants HAAS and
3 NACARRATO as a device to avoid individual liability and for the purpose of
4 substituting a financially irresponsible corporation in the place of and instead of
5 Defendants HAAS and NACARRATO, and accordingly, Defendant GALA was
6 formed with capitalization totally inadequate for the business in which said
7 corporation was engaged.
8 (l) By virtue of the foregoing, adherence to the fiction of the separate corporate
9 existence of Defendant GALA would, under the circumstances, sanction a fraud
10 and promote injustice in that Plaintiffs would be unable to realize upon any
11 judgment in their favor.
12 19. Plaintiffs are informed and believe, and thereon allege that at all times relevant
13 hereto, Defendants HAAS and NACARRATO and Defendant GALA acted for each other in
14 connection with the conduct hereinafter alleged and that each of them performed the acts
15 complained of herein or breached the duties herein complained of as agents of each other and
16 each is therefore fully liable for the acts of the other.
17 20. Plaintiffs are informed and believe, and thereon allege that Defendants HAAS and
18 NACARRATO have committed additional acts and omissions sufficient to impose alter ego
19 liability of which Plaintiff is presently unaware.
20
21 SECURITIES FRAUD ALLEGATIONS
22
23 21. Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934 (“Exchange
24 Act”) as well as Rule 144 of the Securities Act of 1933 (“Securities Act”), and the California
25 Corporate Securities Law of 1968, require issuers of securities, such as Defendants GRNH and
26 GALA, to provide adequate current information to the public at-large. Like federal securities
27 laws and the blue-sky laws of other states, the California Corporate Securities Law of 1968 is
28 intended to protect the public from fraud and deception in transactions involving securities.

1 22. The Corporate Securities Law of 1968 achieves this regulation in part by
2 providing statutory remedies in addition to common law remedies for those damaged in
3 securities transactions.
4 23. OTC Markets Group, which regulates the shares issued by both Defendants
5 GALA and GRNH has created the OTC Pink Basic Disclosure Guidelines. To be current in the
6 reporting requirements an issuer must make public annual financial statements. These must
7 include: balance sheet, income statement, statement of cash flows, notes to financial statements,
8 quarterly reports, material event announcements as well as a signed letter from the issuer’s
9 counsel attesting to the adequacy of the current public reporting information.
10 24. It is unlawful for any person, directly or indirectly, to employ any device, scheme,
11 or artifice to defraud; to misrepresent or omit material facts; or to engage in any act, practice, or
12 course of business which operates or would operate as a fraud or deceit upon any person, in
13 connection with the purchase or sale of any security under both California and Federal law. See
14 eg. California Corporations Code § 25401; 17 C.F.R. 240.10b-5
15 25. Defendants GRNH and GALA are essentially alter-egos of each other, used by
16 Defendants HAAS and NACCARATO to avoid personal liability and to advance their own
17 personal benefit, which they realize through various financial manipulation and securities
18 violations, as further detailed in the attached in-depth Research Report (see Exhibit 1), which
19 tracks nearly all securities violations and known frauds perpetrated by these Defendants going
20 back almost a decade.
21 26. For years Defendant HAAS has illegally dumped stock on the market: as the
22 control person, at various times, of both Defendants GRNH and GALA, he would cause the
23 issuance of fraudulent press releases taunting inexistent new products, or multi-million dollar
24 deals that only existing on paper, which would temporarily drive up the price of the stock,
25 essentially artificially increasing said stock price. Defendant HAAS would then make massive
26 profits off selling stock that he held through proxies, in order to hide his beneficial ownership of
27 it (a processed known in the industry as “pump and dump”).
28

1 27. Defendant NACCARATO was right there with Defendant HAAS in terms of
2 illegal stock manipulation and pump and dump schemes. Unsurprisingly, Defendant
3 NACCARATO was recently found guilty of securities violations by the Southern District of
4 Florida Federal Court (See Exhibit 2).
5 28. Defendant GRNH was set up initially as a Florida entity incorporated on or about
6 August 13, 2009 by Raymond McNamee with Defendant HAAS as the sole officer. Interestingly,
7 McNamee had already been sanctioned by the SEC in July 2005 for his participation in an illegal
8 share-selling scheme involving a third-party company. This sets the tone for what was to follow
9 with Defendants GRNH and GALA themselves.
10 29. Defendant HAAS went to great lengths to hide his beneficial ownership of
11 Defendant GRNH. At first, his mother, Irene Haas, held his initial 60,000,000 shares in the
12 company in his name. Then, at least as early as of March 2010, a Panama-based entity named
13 “Argent Group S.A.” received 57,000,000 shares in GRNH (with 90% of those shares later
14 canceled in murky circumstances).
15 30. As early as 2010, Defendant HAAS began illegally dumping his stock on the
16 market during periods of paid promotion of the stock.
17 31. The officers of Defendant GRNH were not afraid to get creative with their
18 accounting when it suited their fraudulent purposes, without any regard to SEC rules, State or
19 Federal law. For example in October 2010, GRNH issued 20,000,000 shares, purportedly to
20 cover an acquisition that dated to many months before that date.
21 32. Year after year, millions of shares of both Defendants GRNH and GALA were
22 issued to various “consultants”, whose benefit for the company were in some cases minimal, and
23 in others non-existent altogether.
24 33. Although Defendants HAAS, NACARATTO, and GRNH had previously
25 announced the acquisition of a company called Vertical Grow Garden, Inc in November of 2010,
26 the Defendants began acquiring the business a second time in 2013 starting with the acquisition
27 of a 33% stake in the company on April 4, 2013. Up through its 2012 public corporate filings,
28 Defendant GRNH, clearly stated over and over again that it had already acquired Vertical Hydro

1 Garden Inc. in 2011. But the terminology for the 2010 acquisition suddenly changed in
2 Defendant GRNH’s filings from an acquisition to an investment in 2013 with GRNH changing
3 the earlier acquisition of Vertical Hydro Garden Inc. to just an acquisition of patent pending
4 technology from Vertical Hydro Garden Inc. The repeated misleading press releases and
5 publications were purposeful and fraudulent because GRNH didn't actually acquire Vertical
6 Grow Garden Inc in 2010, it only acquired patent pending technology from Vertical Grow
7 Garden Inc.
8 34. On July 9, 2013, Defendants GRNH, NACCARATO and HAAS caused a public
9 press released where they announced that GRNH signed an agreement to provide facility design
10 and consulting services to an unnamed Arizona medical cultivation facility expecting the deal to
11 be worth $300,000 to GRNH. The Arizona cultivation facility project was never once mentioned
12 in any GRNH filings.
13 35. On September 3, 2013, Defendants GRNH, HAAS and NACCARATO publicly
14 announced the formation of BP Gardens Inc. to be used to develop an aquaponics pilot project on
15 a 4.5-acre property located at 7701 Knott Ave. in Buena Park, Calif. OTC filings disclose that
16 Defendant GRNH is the 51% owner of BP Gardens Inc. The other 49% owner was John’s
17 Wholesale Nursery, a Nevada entity created for the BP Gardens Inc. deal on September 19, 2013
18 with Defendant HAAS as the sole officer director. To create the illusion of an arm’s length
19 transaction, Defendant GRNH signed a 20-year sublease agreement for the property for which it
20 had to pay $1,500/month in rent. In early 2017 the owner of the property agreed to accept
21 1,250,000 GRNH shares as an annual payment for the rent. In a follow up press release on
22 November 14, 2013, GRNH said that it projected revenues of over $2.2 million within 2 years.
23 That didn’t even come close to happening.
24 36. On July 15, 2015, Defendants GRNH, NACCARATO, and HAAS publicly
25 announced GRNH had become the exclusive vendor for Canna 1 Advisors (a cannabis broker
26 that assists clients interested in buying/selling or investing in cannabis related businesses).
27 Canna 1 Advisors founder, Eric Dena, joined the GRNH advisory board at the same time. Canna
28 1 Advisors was not mentioned in any GRNH financial filings.

1 37. On August 20, 2015, Defendants GRNH, NACCARATO, and HAAS publicly
2 announced the launch of GRNH’s new lighting system known as 'GreenGro Blackout System".
3 GreenGro Blackout System was not mentioned in any GRNH financial filings.
4 38. On September 2, 2015, Defendants GRNH, NACCARATO, and HAAS publicly
5 announced via the MarketWired NASDAQ news feed, that Defendant GRNH introduced
6 Sustainable Home Gardens (mini garden systems for home use). The sustainable home gardens
7 were not mentioned in any GRNH filings.
8 39. On September 22, 2015, GRNH introduced DIY Solar Install Kits (do it yourself
9 rooftop solar power system kits). The DIY Solar Install kits were not mentioned in any GRNH
10 filings.
11 40. On November 3, 2015, GRNH announced that it had hired Sweet Leaf
12 Hydroponics as the first of at least a dozen full service resellers that would be used to sell GRNH
13 products. The reseller deal must not have gone very well because Sweet leaf Hydroponics lists
14 no GRNH products for sale on its website. Sweet Leaf Hydroponics was not mentioned in any
15 GRNH filings nor were any other resellers.
16
17 FACTS RELEVANT TO KARL GRAFF
18
19 41. Plaintiff GRAFF is an advertising consultant with numerous years of experience
20 in the industry, who provides marketing and public relations services to publicly-traded
21 companies and others.
22 42. In 2012, Benchmark Capital entered into an agreement with Defendant GRNH,
23 under which Plaintiff GRAFF provided investor relations, marketing and advertising services to
24 Defendant GRNH in exchange for shares (the “Benchmark Agreement”). The shares were issued
25 in the name of Benchmark Capital.
26 43. On or about December 2014, TickerTape Consulting & Media, Inc., of which
27 Plaintiff GRAFF was a controlling person, as well as a director, entered into a consulting
28 agreement with Defendant GRNH to provide media consulting services, in exchange for one

1 million five hundred thousand (1,500,000) of shares of Defendant GRNH (the “TickerTape
2 Agreement”).
3 44. TickerTape and Plaintiff GRAFF performed as promised under the TickerTape
4 consulting agreement, and one million five hundred thousand shares were indeed issued by
5 Defendant GRNH to TickerTape on December 17, 2014. When Plaintiff and his business
6 associate closed down TickerTape, Defendant GRNH agreed to split the share certificates earned
7 by TickerTape between Plaintiff GRAFF and his former business associate.
8 45. The original shares certificate issued by GRNH in favor of TickerTape was
9 canceled on May 2, 2016. On that same day, 1.1 million shares were issued by Defendant GRNH
10 in the name of Plaintiff GRAFF.
11 46. However, Defendants GRNH, HAAS, NACCARATO and FIDELITY have
12 refused to provide to Plaintiff, upon his numerous requests, the provenance documents that go
13 together with his shares certificates. Without the provenance documents, Plaintiff GRAFF cannot
14 sell, or otherwise dispose of the shares.
15 47. In early 2017, while still attempting to clear his title to the shares as alluded to
16 above, Plaintiff GRAFF was once again contacted by Defendant GRNH to provide similar
17 marketing and public relations service to the company as he had provided in the past. This time,
18 Mr. Graff only agreed to do so under a beefed-up agreement: he would also receive a 10%
19 commission on any of the financing that he would be able to identify for GRNH.
20 48. Within weeks, Plaintiff GRAFF introduced Defendant HAAS, on behalf of
21 Defendant GRNH to John Fife of St. George Investment LLC (“STG”). After a series of
22 discussions, between STG and Defendant HAAS, STG agreed to provide $1,000,000 in
23 financing to Defendant GRNH in the form of a debt note convertible into GRNH stock after 1
24 year at 65% of the lowest closing market price of the shares. A financing agreement
25 memorializing the above terms was entered into between GRNH and STG on or about February
26 17, 2017.
27 49. On or about February 22, 2017 Plaintiff GRAFF signed a Consulting Agreement
28 with Defendant GRNH (“Graff Consulting Agreement”). Under the agreement, Plaintiff was to

1 assist the company’s business development, more specifically to find sources of financing for the
2 company. Plaintiff was promised a 10% commission on any financing that he could find for the
3 company. It was Plaintiff’s understanding, based on communications with Defendant HAAS,
4 that the Graff Consulting Agreement was offered to Plaintiff, in part, in exchange for the services
5 Plaintiff had already provided to Defendant GRNH by introducing it to STG, which led to a
6 financing deal for Defendant GRNH. As such, Plaintiff reasonably expected to receive a
7 commission equal to 10% of that deal, for $100,000 (one hundred thousand dollars). The Graff
8 Consulting Agreement was signed by Defendant HAAS as CEO of Defendant GRNH. A true
9 and correct copy of the agreement is attached to this complaint as Exhibit 3.
10 50. As consideration for entering into the Graff Consulting Agreement, Plaintiff was
11 to receive one million two hundred fifty thousand (1,250,000) shares upon signing, and another
12 one million two hundred fifty thousand (1,250,000), six months later, on August 22, 2017.
13 51. During the third quarter of 2017, STG agreed to provide up to an additional four
14 million dollars ($4,000,000) to Defendant GRNH. STG also signed a financing agreement with
15 Defendant GALA around the same time.
16 52. Based on the Graff Consulting Agreement, Plaintiff GRAFF was to receive a 10%
17 commission on all deals that he facilitated, so after the second round of STG financing
18 agreements, Plaintiff GRAFF was owed at least $500,000 under the Graff Consulting Agreement
19 (10% of $5,000,000 in financing that Plaintiff facilitated).
20 53. On or about August 2, 2017 Defendant GRNH communicated to Plaintiff GRAFF
21 a document entitled “Action by Written Consent of Directors,” which document re-affirmed that
22 Defendant GRNH would issue to Plaintiff the remaining one million two hundred fifty thousand
23 (1,250,000) shares due to Plaintiff under the Graff Consulting Agreement.
24 54. As further alleged above, Plaintiff GRAFF performed his obligations under the
25 Graff Consulting Agreement. In addition to facilitating $5,000,000 in loans for Defendant
26 GRNH, Plaintiff GRAFF also performed marketing services for Defendant GRNH and other
27 tasks, as assigned to him by Defendant GRNH.
28

1 55. Defendant GRNH however, failed to perform under the Graff Consulting
2 Agreement by failing to pay to Plaintiff GRAFF his commission and by refusing to issue him the
3 shares he was owed.
4 56. After numerous attempts to reach a compromise solution with Defendants GRNH,
5 HAAS, NACCARATO and FIDELITY, including numerous email communications and
6 telephone calls, Plaintiff GRAFF was left with no choice but to file the present lawsuit in order
7 to assert his legal rights under the Graff Consulting Agreement.
8
9 FACTS RELEVANT TO JOSEPH EARLE

10
11 57. Plaintiff JOSEPH EARLE has over 35 years of experience as a corporate officer
12 and adviser to numerous technology companies and startups.
13 58. On or around early October 2017, Plaintiff EARLE was contacted on behalf of
14 Defendants HAAS and NACCARUTO by a mutual contact. As a result of that first contact,
15 Plaintiff EARLE began discussing with Defendant HAAS ways in which he could help
16 Defendant GALA.
17 59. During their first meeting on or about October 4th, 2017 at the PrimaPharma, Inc.
18 headquarters, Defendant HAAS informed Plaintiff EARLE that he wanted to develop a
19 relationship with Plaintiff in order to facilitate various business collaborations with Plaintiff’s
20 pharmaceutical manufacturing contacts.
21 60. Defendant HAAS made many representations during that first communication
22 with Plaintiff EARLE that later turned out to be false, as further detailed throughout this
23 Complaint.
24 61. Plaintiff EARLE went to work and, within a short amount of time, was able to
25 identify a pharmaceutical company, PrimaPharma, Inc., that was willing to join forces with
26 Defendant GALA. Plaintiff EARLE, Defendants HAAS and NACCARATO, Mark Livingston,
27 CEO of PrimaPharma, Inc. and Dr. Masqood Rehman (who became CEO of Gala Global which
28

1 later changed its name to Gala Pharmaceuticals in November 2017) discussed the best approach
2 to merge the two companies over a series of meetings throughout October and November 2017.
3 62. After further negotiations between Plaintiff EARLE and Defendant HAAS,
4 Defendant HAAS agreed to bring Plaintiff EARLE into the GALA fold through a two-step
5 process: first, Plaintiff EARLE would sign a Consulting Agreement (the “Earle Consulting
6 Agreement”), under which he was due to receive one million five hundred thousand (1,500,000)
7 shares of Defendant GALA; later Plaintiff EARLE would be named as Chief Operating Officer
8 (“COO”) of GALA. See Exhibit 4 for a fully executed copy of the Earle Consulting Agreement.
9 63. Throughout November and December 2017 Plaintiff EARLE expended a
10 significant amount of time conducting due diligence on Defendants GALA and GRNH, which
11 due diligence was required in order to execute the GALA business plan in late 2017 and 2018.
12 While doing his due diligence, Plaintiff EARLE uncovered a variety of bad acts, lies,
13 misstatements and other associated scams by both Defendants HAAS and NACCARATO
14 involving both Defendants GALA and GRNH, including, but not limited to:
15 a. engaging in a scheme to place false and misleading press releases for
16 Defendant GRNH in order to artificially inflate the stock prices for GRNH;
17 b. conspiring with various third-parties, including friends and family, to hide
18 Defendant HAAS’ beneficial ownership of Defendant GRNH stock, and the
19 subsequent illegal sale of said GRNH stock;
20 c. conspiring with Defendant Alison Hess and others to hide material changes in
21 Defendants GRNH’s and GALA’s financial reporting from the Securities and
22 Exchanges Commission (“SEC”) and the public, in violation of the Securities
23 Acts;
24 d. placing false reporting documents in SEC filings;
25 e. conspiring to hide criminal acts involving both companies from the SEC;
26 f. falsely announcing that Plaintiff EARLE had joined the company as COO
27 when in reality he was working under an independent contractor consulting
28 agreement.

1 64. On or about late December 2017, Plaintiff EARLE notified Defendants HAAS
2 and NACCARATO, as well as Dr. Rehman about his findings, both verbally and in writing.
3 65. As a direct result of Plaintiff notifying the above-mentioned individuals, the Earle
4 Consulting Agreement was promptly terminated by Dr. Rehman and Defendant NACCARATO
5 on January 19, 2018.
6
7 FACTS RELEVANT TO FIDELITY TRANSFER

8
9 66. Pursuant to the TickerTape Agreement, Defendant GRNH issued to, TickerTape
10 and Plaintiff GRAFF 1,100,000 amounts shares, 1,250,000 shares, and another batch of
11 1,250,000 shares respectively (the “Subject Shares”), on the following dates: May 2, 2016, April
12 26, 2017 and August 11, 2017. Those shares were deemed fully earned as of those dates.
13 67. These shares were issued in the name of Tickertape. When that partnership ended,
14 the shares were split between each of the two partners in Tickertape, one of the two partners in
15 the company being Plaintiff GRAFF.
16 68. The Subject Shares were issued with restrictive legends based on the private
17 transaction exemption to the registration requirements of Section 5 of the Securities Act of 1933
18 available to issuers, such as Defendant GRNH, under Section 4(a)(2) of the Securities Act of
19 1933.
20 69. To resell the Subject Shares, the restrictive legend must be removed. This must be
21 done by Defendant FIDELITY.
22 70. On numerous occasions Fidelity failed to provide documentation, to process
23 transfer requests or to observe even the simplest of Transfer Agent functions, as described in
24 Section 17 of the Exchange Act of 1934. Furthermore, Fidelity proved on numerous occasions
25 incapable of providing simple record keeping for the single issuer it serviced (Defendant GRNH)
26 or that issuer’s shareholders, such as Plaintiff GRAFF.
27 71. In particular, Defendant FIDELITY required cash payments for certificate
28 processing, often refused to process certificate requests, and refused to communicate with

1 brokers, attorneys and agents of shareholders. The apex of Defendant FIDELITY’s unlawful acts
2 was when it allegedly “lost” all record of the share ledger for Defendant GRNH.
3 72. It is an undisputed fact that Plaintiff GRAFF owns the Subject Shares, as proved
4 by multiple emails between Plaintiff GRAFF and Defendants HAAS and NACCARATO, the
5 CEO and legal counsel, respectively, of Defendant GRNH, in which these individual defendants
6 acknowledge Plaintiff’s ownership interest in the Subject Shares.
7
8 FIRST CAUSE OF ACTION

9 Breach of Contract
10 (Against Defendants GRNH, GALA, HAAS and NACCARATO)
11
12 73. Plaintiffs incorporate by reference and restate the allegations contained in the
13 preceding paragraphs as though set forth in full herein.
14
15 Count One – Breach of Graff Agreement
16
17 74. Count one of this cause of action is brought by Plaintiff GRAFF against
18 Defendants GRNH and HAAS.
19 75. On or about February 22, 2017 Plaintiff GRAFF signed the Graff Consulting
20 Agreement with Defendant GRNH. See Exhibit 3.
21 76. Plaintiff GRAFF performed all of his duties under the Graff Agreement except
22 any obligations which Defendants’ actions, inactions, or breaches have excused.
23 77. Defendant GRNH breached the Graff Agreement by failing to pay Plaintiff the
24 commission that he earned under the Graff Agreement and by refusing to issue to Plaintiff the
25 shares of GRNH that he earned under said agreement.
26 78. As a proximate result of the aforementioned breaches of the Graff Agreement by
27 Defendant GRNH, Plaintiff GRAFF has been damaged in an amount according to proof at time
28 of trial.

1 79. Plaintiff is informed and believes that Defendant GRNH is the alter ego of
2 Defendant HASS, so that Defendant HASS must also and simultaneously be held financially
3 liable for damages to Plaintiff to any extent rendered necessary by Defendant GRNH’s
4 insolvency or other inability to bear its financial liabilities.
5
6 Count Two – Breach of Earle Agreement

7
8 80. Count two of this cause of action is brought by Plaintiff EARLE against
9 Defendants GALA, and NACCARATO.
10 81. On or about November 9, 2017 Plaintiff EARLE signed the Earle Consulting
11 Agreement with Defendant GALA. See Exhibit 4.
12 82. Plaintiff EARLE performed all of his duties under the Earle Agreement except
13 any obligations which Defendants’ actions, inactions, or breaches have excused.
14 83. Defendant GALA breached the Earle Agreement by refusing to issue to Plaintiff
15 the shares that he earned under said agreement.
16 84. As a proximate result of the aforementioned breaches of the Earle Agreement by
17 Defendant GRNH, Plaintiff GRAFF has been damaged in an amount according to proof at time
18 of trial.
19 85. Plaintiff is informed and believes that Defendant GALA is the alter ego of
20 Defendant NACCARATO, so that Defendant NACCARATO must also and simultaneously be
21 held financially liable for damages to Plaintiff to any extent rendered necessary by Defendant
22 GALA’s insolvency or other inability to bear its financial liabilities.
23
24 SECOND CAUSE OF ACTION
25 Fraud
26 (Plaintiff GRAFF Against Defendants GRNH, HAAS, NACCARATO, HESS and Does 1-25)
27
28

2 preceding paragraphs as though set forth in full herein. This cause of action is brought by
3 Plaintiff GRAFF against Defendants GRNH, HAAS, NACCARATO, HESS, and Does 1-25.
4 87. In order to induce Plaintiff to maintain his holdings in GRNH common stock and
5 to induce him to accept GRNH shares in exchange for his services, and in order to induce
6 members of the public at large to purchase new GRNH shares, the Defendants named under this
7 cause of action made false representations, through the issuance of press releases and other
8 public statements, which included concealing transfers of millions of dollars to Defendant
9 GRNH insiders, including Defendants HAAS and NACCARATO.
10 88. The scheme that Defendants came up with was simple: they would announce
11 various lucrative business deals and innovative projects of GRNH to artificially drive up the
12 GRNH common stock share prices, and then they would take advantage of the situation they
13 created by illegally dumping their own stock back into the market, either directly or through
14 proxies, thus realizing significant gains, all to Plaintiff’s detriment.
15 89. Each of these representations were made for the purpose of inducing Plaintiff
16 GRAFF to rely on them and entice Plaintiff to not only retain his GRNH common stock
17 holdings, but also to accept further shares of GRNH in exchange for services that he performed
18 for the company.
19 90. At the time when Defendants made these representations, Plaintiff had no
20 knowledge of Defendants’ fraudulent scheme. As such Plaintiff at that time had no basis to know
21 that these representations were false. As such, Plaintiff reasonably and justifiably relied upon
22 Defendants’ representations and not only retained his GRNH stock holdings, but accept
23 additional GRNH stock as payment for his services to the company.
24 91. As a direct, proximate and foreseeable result of Defendants’ fraud and deceit,
25 Plaintiff GRAFF has been damaged, all according to proof at trial herein.
26 92. As each of these misrepresentations constituted fraud and were made with a
27 conscious disregard for the rights and privileges of Plaintiff, the Plaintiff is entitled to an award
28 of punitive and exemplary damages in an amount to be proven at the time of trial.

9
10 Count 1 – Intentional Misrepresentation – July 9, 2013

11 95. On July 9, 2013, Defendants caused the issuance of a press release announcing
12 that GRNH signed an agreement to provide facility design and consulting services to an
13 unnamed Arizona medical marijuana cultivation facility expecting the deal to be worth $300,000
14 to GRNH.
15 96. At the time the representations above were made, they were false and misleading,
16 and Defendants knew that the representations were false and misleading because Defendants in
17 reality did not sign any agreement with any Arizona cultivation facilities throughout 2013, nor
18 did they never mention the Arizona cultivation facility project in any 2013 or 2014 GRNH
19 filings with the SEC or OTC Markets.
20
21 Count 2 – Intentional Misrepresentation – January 13, 2014
22 97. On January 13, 2014, Defendants caused the issuance of a press release
23 announcing zoning approval for GRNH’s alleged Arizona client involved in the medical
24 marijuana cultivation project mentioned. In addition, Defendants caused the following language
25 to be added in the press release: GRNH “is a world class provider of eco-friendly green
26 technologies with specific domain expertise in indoor and outdoor agricultural science systems
27 serving … commercial farming markets.”
28

2 and Defendants knew that the representations were false and misleading because Defendants in
3 reality did not sign any agreement with any Arizona cultivation facilities either in 2013 or 2014,
4 nor did they never mention the Arizona cultivation facility project in any 2014 GRNH filings
5 with the SEC or OTC Markets. In addition, Defendants knew that they were not a “world-class
6 provider” of any kind of technologies, as revenues for the previous years hovered around
7 $50,000, harldy the sign of a major player in the industry in the United States, let alone at the
8 global level. Furthermore, Defendants knew that their claims that GRNH had “specific domain
9 expertise” in commercial farming settings were false, as GRNH only entered into its first
10 agreement to develop an actual agricultural project on or around September 2013, so at most
11 GRNH had 4 months of actual hands-on expertise.
12
13 Count 3 – Intentional Misrepresentation – May 13, 2014

14 99. On May 13, 2014, Defendants caused the issuance of a press release announcing
15 an investment in Cannabis Ventures, Inc. (a $350,000 loan), which was described in later GRNH
16 filings as a private company that shared an officer with GRNH.
18 and Defendants knew that the representations were false and misleading because Defendants
19 knew that Cannabis Ventures was not a private company sharing an officer with GRNH, but was
20 instead a Nevada business entity created by Defendants HAAS and NACCARATO on February
21 27, 2014, and as such this business transaction was not an arms-length deal, and most likely
22 illegal under the Securities Acts.
23
24 Count 4 – Intentional Misrepresentation – January 15, 2105
25
27 announcing some kind of partnership with Veridian Laboratories Inc. to apply supercritical
28

1 carbon dioxide (CO2) technology with current molecular bio-technology techniques to create a
2 more robust and consistent testing system for cannabis and agriculture.
5 knew that GRNH had not in fact reached any deal with Veridian Laboratories. In fact, the alleged
6 partnership never materialized into anything real. Tellingly, Defendants did not mention the
7 alleged partnership in any GRNH filings with the SEC or OTC Markets.
8
9 Count 5 – Intentional Misrepresentations – Summer 2015

10 103. In the summer of 2015, Defendants caused the issuance of a number of press
11 releases: on July 15, 2015 announcing that GRNH had become the exclusive vendor for an entity
12 named Canna 1 Advisors; on August 20, 2015; on August 20, 2015 announcing the launch of its
13 new lighting system; on September 2, 2015 introducing a Sustainable Home Gardens system;
14 and finally on September 22, 2015 announcing do-it-yourself rooftop solar power system kits.
16 and Defendants knew that the representations were false and misleading because Defendants, in
17 an attempt to cover their tracks, failed to mention any of these alleged business advances in any
18 of GRNH’s filings with the SEC and/or OTC Markets.
19
20 Count 6 – Intentional Misrepresentations – November 3, 2015
21 105. On November 3, 2015, Defendants caused the issuance of a press release
22 announcing that GRNH had hired Sweet Leaf Hydroponics as the first of at least a dozen full
23 service resellers that would be used to sell GRNH products.
26 knew that GRNH had not signed any deal with Sweet Leaf Hydroponics, as further shown by the
27 fact that Sweet Leaf Hydroponics does not list any GRNH products on its website, nor, on
28 information and belief, ever carried any GRNH products in its stores. Furthermore, Defendants

1 once again failed to mention this alleged deal in any of GRNH’s filings with the SEC and/or
2 OTC Markets.
3
4 Count 7 – Intentional Misrepresentations – March 8, 2016 and April 12, 2016

5 107. On March 8, 2016, and again on April 12, 2016 Defendants caused the issuance
6 of press releases announcing that GRNH had reached record sales for the start of 2016.
8 and Defendants knew that the representations were false and misleading because in reality
9 GRNH only showed a small increase in revenue during that period, as shown in the annual report
10 that GRNH filed with OTC Markets for 2016.
11
12 Count 8 – Intentional Misrepresentations – April 26, 2016

13 109. On April 26, 2016, Defendants caused the issuance of a press release announcing
14 that GRNH had acquired growcameras.com, which would allow GRNH to allegedly add new
15 technologies to its existing product lines.
17 and Defendants knew that the representations were false and misleading because in reality
18 growcameras.com did not have any existing operations, as it was just a website domain name
19 registered by Defendant HAAS on November 20, 2015. Furthermore, Defendants once again
20 failed to mention this alleged deal in any of GRNH’s filings with the SEC and/or OTC Markets.
21
22 Count 9 – Intentional Misrepresentations – June 15, 2016
23 111. On June 15, 2016, Defendants caused the issuance of a press release announcing
24 GRNH would be launching a new industrial product line consisting of three state-of-the-art
25 extraction and processing units; an Essential Oil Distiller, a CO2 Extraction, and Solvent
26 Extraction Machine enabling the production of superior grade Cannabidiol (CBD) which could
27 then be sold/transferred to customers using CBD. On December 9, 2016, GRNH put out a press
28 release that it had acquired a high-tech lab for its CBD extraction operation.

2 and Defendants knew that the representations were false and misleading because in reality they
3 had not purchased any extraction units nor had GRNH acquired a high tech laboratory.
4
5 Count 10 – Intentional Misrepresentations – January 25, 2017

7 announcing that GRNH had acquired a 55% interest in Biodynamics LLC, an Ohio-based
8 advanced agricultural company. Defendants’ press release further stated that Timothy Madden,
9 the Biodynamics CEO, would be the new COO of GRNH going forward.
11 and Defendants knew that the representations were false and misleading because in reality Mr.
12 Madden never became the COO of GRNH; the acquisition never went through, as demonstrated
13 by the fact that first, Biodynamics makes absolutely no mention of GRNH on its website or on
14 any press releases, and, second, Defendants failed to mention this alleged deal in any of GRNH’s
15 filings with the SEC and/or OTC Markets.
16
17 Count 11 – Intentional Misrepresentations – April 27, 2017
18 115. On April 27, 2017 Defendants caused the issuance of a press release announcing
19 that the Company has established the funding to initiate the building of a new IGOT420
20 Marijuana Dispensary and Grow in North Hollywood, California. The Defendants press release
21 went on to announce, “all licensing and permitting has been secured, and terms on regulation
22 compliant property have been solidified.”
24 and Defendants knew that the representations were false and misleading because in reality there
25 is no licensed dispensary or legal marijuana grow operation in North Hollywood. The North
26 Hollywood location is nothing more than an illegal drug sales operation.
27
28 Count 12 – Intentional Misrepresentations – September 27, 2017

1 117. On September 27, 2017 Defendants caused the issuance of a press release
2 announcing that GRNH completed the buildout of its flagship igot420-branded marijuana
3 dispensary and grow, located in North Hollywood, California.
5 and Defendants knew that the representations were false and misleading because in reality there
6 is no licensed dispensary or grow operation in North Hollywood. The North Hollywood location
7 is nothing more than an illegal drug sales operation.
8
9 Count 13 – Intentional Misrepresentations – September, 2017

10 119. In September 2017 the Defendants caused the publication of a certified financial
11 filing Signed by the Defendant CEO Haas which stated the Company closed escrow on the
12 purchase of a building at 68374 Kieley Road, Cathedral City California 92234. According to the
13 GRNH filings, by June of 2017, GRNH closed escrow on the purchase of a building in Cathedral
14 City California which it plans on using for a marijuana dispensary. The Defendants further
15 announced the building came with three pre-existing licenses attached to the building: 1)
16 Manufacturing Medical Cannabis License, 2) Cultivation Medical Cannabis License and 3) a
17 Dispensary Medical Cannabis License.
19 and Defendants knew that the representations were false and misleading because in reality the
20 building at 68374 Kieley Road had never been issued a certificate of occupancy. The licenses
21 were not transferable and had never been available for use by the Defendants.
22
23
24 THIRD CAUSE OF ACTION

25 Conspiracy to Commit Fraud
26 (Against all Defendants)
28 preceding paragraphs as though set forth in full herein.

1 122. Plaintiffs are informed and believe, and thereon allege, that each and every
2 Defendant acted in concert with the other Defendants and came to a mutual understanding to
3 accomplish their common and unlawful plan, and one or more of the Defendants, including but
4 not limited to Defendants HAAS and NACCARATO, committed overt acts to further said plan,
5 as alleged more fully throughout this Complaint.
6 123. Each and every Defendant participated in this conspiracy by agreeing—expressly
7 or tacitly—to achieve it, so that there was a meeting of the minds among all Defendants in
8 relation to their fraudulent plan to sell intrinsically valueless shares of Defendants GRNH and
9 GALA; to entice existing shareholders, including Plaintiff GRAFF, to maintain their holdings
10 and acquire more shares; to entice highly regarded professionals to join their companies,
11 including Plaintiff EARLE by painting a false image of the company through fraudulent press
12 releases and omissions of material facts; and to unjustly enrich certain individuals, including
13 Defendants HAAS and NACCARATO.
14 124. As a direct, proximate and foreseeable result of Defendants’ conspiracy, Plaintiffs
15 have been damaged, all according to proof at trial herein.
24
25 FOURTH CAUSE OF ACTION
26 Specific Performance
27 (Plaintiffs Against Defendants GRNH, HAAS, NACCARATO, GALA, FIDELITY and Does 1-
28 25)

3 Plaintiffs against Defendant GRNH, HAAS, NACCARATO, GALA, FIDELITY and Does 1-25.
4
5 Count 1 – Plaintiff Graff against Defendants GRNH, HAAS, NACCARATO, FIDELITY

6 and Does 1-13
7 128. Plaintiff GRAFF has fully performed under the Benchmark Agreement, the
8 TickerTape and the Graff Agreement and has complied with all legal requirements to remove the
9 restrictive legend from the Subject Shares. As such, Defendant FIDELITY has a legal duty to
10 remove the restrictive legend from the Subject Shares.
11 129. Plaintiff requested Defendant FIDELITY remove the restrictive legend from the
12 Subject Shares and Defendant FIDELITY has refused to do so, without providing any legal basis
13 in support of its position, in violation of its legal duties.
14 130. Plaintiff requested that Defendants HAAS, NACCARATO and GRNH send to
15 him provenance documents that Plaintiff needs in order to be able to sell or otherwise transfer his
16 stock. Despite numerous instances in which these Defendants assured Plaintiff that they would
17 provide him with the requested documents, Defendants have failed to do so to this day.
18 131. On information and belief, Plaintiff alleges that Defendants HAAS,
19 NACCARATO, FIDELITY, GRNH and Does 1-13 have acted in concert for the common
20 purpose of blocking Plaintiff’s transfer of his rightfully-earned shares, in violation of their
21 agreements with Plaintiff and in breach of the covenant of good faith and fair dealing, which is
22 implied in every contract under California law.
23 132. Given the intrinsic unstable nature of corporate stocks traded on the pink sheets,
24 such as GRNH stock, which have a highly volatility factor, Plaintiff’s exact damages cannot be
25 easily ascertained.
26 133. Plaintiff has no adequate remedy at law because Plaintiff is unable to resell or
27 otherwise transfer or dispose of the Subject Shares until Defendant FIDELITY removes the
28 restrictive legend and until Defendants HAAS, NACCARATO and GRNH provide to Plaintiff

1 the necessary provenance documents. As such, Plaintiff is entitled to a decree of specific
2 performance against these Defendants directing them to duties under the law and under the
3 agreements that they signed with Plaintiff.
4
5 Count 2 – Plaintiff Graff against Defendants GRNH, HAAS, NACCARATO and Does 14-
6 20
7 134. Plaintiff GRAFF has fully performed under the Graff Agreement. As such,
8 Defendant GRNH has a duty to issue to Plaintiff the shares that he earned under the Graff
9 Agreement.
10 135. Plaintiff has requested of Defendants GRNH, HAAS, and NACCARATO that
11 they issue him his rightfully earned shares. At no point did any of these defendants claim that
12 Plaintiff did not perform under the Graff Agreement, or that the shares were not otherwise due to
13 him. In fact, Defendants HAAS and NACCARATO caused Defendant GRHN to issue a
14 corporate resolution, in which it is clearly indicated that the shares under the Graff Agreement
15 are due to Plaintiff GRAFF, and as such will be issued to him. Yet, to-date, Defendant GRNH
16 still refuses to issue these shares to Plaintiff.
18 NACCARATO, and Does 14-20 have acted in concert, and used their influence as officers
19 and/or directors and/or otherwise control persons of Defendant GRNH, for the common purpose
20 of blocking Defendant GRNH from performing its obligation of issuing the shares under the
21 Graff Agreement.
23 such as GRNH stock, which have a highly volatility factor, Plaintiff’s exact damages cannot be
24 easily ascertained, and as such Plaintiff has no adequate remedy at law. Therefore, Plaintiff is
25 entitled to a decree of specific performance against these Defendants directing them to issue
26 Plaintiff the shares due to him under the Graff Agreement.
27
28

1 Count 3 – Plaintiff EARLE against Defendants GALA, HAAS, NACCARATO and Does
2 21-25
3 138. Plaintiff GRAFF has fully performed under the Earle Agreement. As such,
4 Defendant GALA has a duty to issue to Plaintiff the shares that he earned under the Earle
5 Agreement.
6 139. Plaintiff has requested of Defendants GALA, HAAS, and NACCARATO that
7 they issue him his rightfully earned shares. At no point did any of these defendants claim that
8 Plaintiff did not perform under the Earle Agreement, or that the shares were not otherwise due to
9 him. In fact, Defendant HAAS and Does 21-25 were so happy with Plaintiff’s performance under
10 the Earle Agreement that they asked Plaintiff EARLE to join Defendant GALA as Chief
11 Operations Officer. Yet, to-date, Defendant GLAA still refuses to issue these shares to Plaintiff.
13 NACCARATO, and Does 21-25 have acted in concert, and used their influence as officers
14 and/or directors and/or otherwise control persons of Defendant GALA, for the common purpose
15 of blocking Defendant GALA from performing its obligation of issuing the shares under the
16 Earle Agreement.
18 such as GALA stock, which have a highly volatility factor, Plaintiff’s exact damages cannot be
19 easily ascertained, and as such Plaintiff has no adequate remedy at law. Therefore, Plaintiff is
20 entitled to a decree of specific performance against these Defendants directing them to issue
21 Plaintiff the shares due to him under the Earle Agreement.
22
23 FIFTH CAUSE OF ACTION
24 Conversion
25 (Plaintiff GRAFF Against Defendant FIDELITY)
28 Plaintiff GRAFF against Defendant FIDELITY.

1 143. Any act of dominion wrongfully exerted over the personal property of another
2 inconsistent with the owner’s rights thereto constitutes conversion. Plummer v. Day/Einsenberg,
3 LLP (2010) 184 Cal.App.4th 38, 50. Wrongful dominion over stock certificates and shares of
4 stock can form the basis for a cause of action for conversion. Conversion is the breach of an
5 absolute duty; the act of conversion is tortious in itself. Questions of defendant’s good faith, lack
6 of knowledge, or motive are immaterial. Los Angeles Federal Credit Union v. Madatyan (2012)
7 209 Cal.App.4th 1383, 1387. Here, Defendant Fidelity, as a transfer agent, has a duty to act for
8 the benefit of the owners of the share certificates.
9 144. Plaintiff GRAFF has an exclusive ownership interest in the Subject Shares, which
10 are his personal property, as alleged in further details in this Complaint.
11 145. By refusing to remove the legend on the Subject Shares, and thus making the
12 shares non-transferable and essentially valueless, Defendant FIDELITY is wrongfully exerting
13 an act of dominion against the Subject Shares.
14 146. Plaintiff GRAFF did not consent to Defendant FIDELITY’s wrongful act of
15 dominion over the Subject Shares, notifying FIDELITY on numerous occasions to remove the
16 offending stock legends.
17 147. Plaintiff GRAFF was harmed by Defendant FIDELITY’s wrongful conduct in an
18 amount to be proven at trial, and Defendant FIDELITY’s wrongful conduct was a substantial
19 factor in causing the harm to Plaintiff GRAFF.
20
21 SIXTH CAUSE OF ACTION
22 Breach of Fiduciary Duty
23 (Plaintiff GRAFF Against Defendants HAAS, NACCARATO, and Does 1-25)
26 Plaintiff GRAFF against Defendants HAAS, NACCARATO, and Does 1-25.
27 149. As the Chief Executive Officer, as well as, at various times, a board member of
28 Defendant GRNH, Defendant HAAS has fiduciary duties (a duty of loyalty and a duty of care)

1 when conducting GRNH’s business and operations that is required to be in a manner that is
2 considerate of the best interests of the shareholders, including Plaintiff GRAFF.
3 150. Defendant HAAS’s conduct as an officer and director of GRNH consisted of
4 knowingly making fraudulent statements on behalf of GRNH; double dealing; and wasting
5 corporate assets to the Plaintiff’s detriment.
6 151. Defendant HAAS used his position as the controlling shareholder of GRNH to
7 enforce corporate actions without the consideration of the best interest of the minority
8 shareholders, including numerous instances of double dealing, fraudulent transfers and usurping
9 corporate opportunities for his own personal gain.
10 152. As a Director sitting on the board of Defendant GRNH, Defendant
11 NACCARATO has fiduciary duties (a duty of loyalty and a duty of care) when conducting
12 GRNH’s business and operations that is required to be in a manner that is considerate of the best
13 interests of the shareholders, including Plaintiff GRAFF.
14 153. Defendant NACCARATO’s conduct as an officer and director of GRNH
15 consisted of knowingly making fraudulent statements on behalf of GRNH; double dealing; and
16 wasting corporate assets to the Plaintiff’s detriment.
17 154. Defendant NACCARATO used his position as an influential shareholder, as well
18 as a close behind-the-scenes associate of Defendant HAAS to enforce corporate actions without
19 the consideration of the best interest of the minority shareholders, including numerous instances
20 of double dealing, fraudulent transfers and usurping corporate opportunities for his own personal
21 gain, and in breach of his fiduciary duties as a director.
22 155. As a direct, proximate and foreseeable result of Defendants’ breaches of their
23 fiduciary duties, Plaintiff GRAFF, as a shareholder of GRNH, has been damaged, all according
24 to proof at trial.
25 156. As each of these breaches constituted were made with a conscious disregard for
26 the rights and privileges of Plaintiff GRAFF, Plaintiff is entitled to an award of punitive and
27 exemplary damages in an amount to be proven at the time of trial.
28

1 SEVENTH CAUSE OF ACTION
2 Unfair Business Practices
3 Violation Of California Business And Professions Code §17200 et sequitur
4 (Against all Defendants)
6 preceding paragraphs as though set forth in full herein. This cause of action is brought by all
7 Plaintiffs against all Defendants.
8 158. The Unfair Business Practices Act defines unfair business competition to include
9 any “unfair,” “unlawful,” or “fraudulent” business act or practice. The Act also provides for
10 injunctive relief, restitution, and disgorgement of profits for violations.
11 159. The conduct of Defendants in this case consisted of various acts of intentional
12 misrepresentation, fraudulent transfer, concealement, conversion and breaches of fiduciary
13 duties, and as such, each constitutes an unfair business practice in violation of California
14 Business And Professions Code §17200 et sequitur.
15 160. In addition, the unfair business practices of Defendants, as further alleged
16 throughout this Complaint, violate the declared legislative policies of both the State of California
17 and the Federal Government of the United States.
18 161. Defendants knew that their business practices described in this Complaint are
19 unfair towards Plaintiffs, in that they were operating a scheme, and still are to this day, designed
20 to take advantage of the public at large and of individuals such as Plaintiffs in this case in
21 particular, as such individuals have skills that Defendants found useful. And yet, with reckless
22 disregard towards Plaintiffs, Defendants chose to engage in such practices solely for their own
23 personal gain.
24 162. As a result of the unlawful acts of Defendants, Plaintiffs have been damaged in
25 amounts to be determined at trial, and are entitled to recovery of such amounts, including interest
26 thereon, liquidated damages, penalties, attorney’s fees, costs, disgorgement of profits, and any
27 other damages as set forth under California law.
28

1 163. Plaintiffs are informed and believe, and thereon allege, that Defendants’ conduct
2 of defrauding shareholders, intentionally making false and misleading representations, and
3 fraudulently transferring GRNH’s and GALA’s assets constitute an ongoing business practice
4 that continues to this present day, and will continue unabated in the future unless enjoined.
5
6 EIGTH CAUSE OF ACTION

7
8 Breach of the Implied Covenant of Good Faith and Fair Dealing

9 (Against Defendants GRNH, GALA, HAAS, NACCARATO and Does 1-25)
11 preceding paragraphs as though set forth in full herein. This cause of action is brought by all
12 Plaintiffs against Defendants GRNH, GALA, HAAS, NACCARATO and Does 1-25
13 165. Under California law, there is an implied covenant of good faith and fair dealing
14 in every contract that neither party will do anything which will injure the right of the other to
15 receive the benefit of the agreement.
16 166. In order to successfully perform Plaintiffs’ obligations and to receive the benefits
17 of the agreements that they signed with Defendants GRNH and GALA, Defendants’ cooperation
18 was necessary. Defendants’ promise to give that cooperation and not do anything that prevents
19 realization of the fruits of Plaintiffs’ performance is implied in all the agreements between the
20 parties such that Defendants impliedly covenant not to do anything that will deprive Plaintiffs of
21 the benefits of the Tickertape, Graff and Earle Agreements. This covenant not only imposes upon
22 Defendants the duty to refrain from doing anything which would render performance of the
23 agreements impossible by any act of their own, but also the duty to do everything that the
24 agreements presuppose that Defendants will do to accomplish the agreements’ purpose.
25 167. As a proximate result of the aforementioned breaches of the implied covenant of
26 good faith and fair dealing, Plaintiffs have been damaged in an amount according to proof at
27 time of trial.
28

1
2 Count One – Breach of The Covenant of Good Faith and Fair Dealing in Regards to
3 Tickertape Agreement
4
5 168. Defendants breached the implied covenant of good faith and fair dealing in
6 regards to the Tickertape Agreement, because even though Defendants did issue the shares to
7 Plaintiff GRAFF, as called for under the Agreement, they refused to provide additional
8 supporting documents, including the provenance documents, which documents are customarily
9 provided upon request, thus depriving Plaintiff of his ability to sell or transfer those shares.
10
11 Count Two – Breach of The Covenant of Good Faith and Fair Dealing in Regards to Graff
12 Agreement
13
15 regards to the Graff Agreement, because even though Plaintiff GRAFF performed the services
16 that he contracted to perform, Defendants still refused to issue him his shares, as well as the
17 commission that he rightfully earned under the Graff Agreement
18
19 Count Three – Breach of The Covenant of Good Faith and Fair Dealing in Regards to
20 Earle Agreement
21
23 regards to the Earle Agreement, because even though Plaintiff EARLE performed the services
24 that he contracted to perform, Defendants refused to issue him the shares due under the
25 agreement. Furthermore, as a result of Plaintiff’s conducting his due diligence regarding
26 Defendant GALA, and reporting to Defendant GALA, as called for under the Earle Agreement,
27 the was terminated in an act of blatant retaliation.
28

1 PRAYER FOR RELIEF
2 WHEREFORE, Plaintiffs prays for judgment against all Defendants as follows:
3 1. For general damages according to proof;
4 2. For special damages according to proof;
5 3. For punitive damages allowed by law;
6 4. For restitution of all monies due to Plaintiffs and disgorgement of profits from the unlawful
7 business practices of Defendants;
8 6. For an injunction removing Defendants HAAS, NACCARATO and HESS from their
9 respective roles with Defendants GRNH and GALA;
10 7. For interest accrued to date;
11 8. For costs of suit and attorneys’ fees incurred herein; and
12 9. For such other and further relief that the Court may deem just and proper.
13
14 DEMAND FOR JURY TRIAL

15 Plaintiffs request a jury trial for all issues so triable that are raised herein or that
16 hereinafter may be raised in this action.
17
18 Respectfully submitted,
19
Dated: April 11, 2018 GLOBAL LEGAL LAW FIRM
20
21
___________________________________
22
R. Michael Ghilezan, Esq.
Attorneys for Plaintiffs JOSEPH EARLE and
23
KARL GRAFF
24
25
26
27
28

EXHIBIT 1
GreenGro Technologies Inc
(GRNH)
Research Report
February 9, 2018
Old History of the GRNH shell
Up until 1996, the Issuer traded as Starlight Acquisitions Inc which was a blank check company
incorporated in Colorado in 1989. It is unclear exactly when Starlight Acquisitions Inc became
a registered SEC filer because SEC filings do not exist online from before 1996.
The CEO of Starlight Acquisitions Inc was R. Haydn Silleck. It is hard to find a lot of
information from prior to 1996, but from what information I could find, R. Haydn Silleck was very
active in public securities during the 80s and 90s. He served as the Chairman of Gold C Corp in
the early 1980s and as President/CEO of Starlight Entertainment Inc. He was often found with
Herbert I Lee and attorney Fay M Matsukage. In 1999/2000, both Silleck and Lee were seed
shareholders in Henry Fong's iGeniSys Inc. In 2005, Silleck, Lee, and Fong were all seed
shareholders together in Li Chuan Group Inc.
Jay Lutsky was a director for Starlight Acquisitions Inc. Lutsky previously worked with R Haydn
Silleck as the Investors Relation contact for Gold C Corp in the early 1980s. During the late
1980s Jay Lutsky was the CEO/president of Eagle Venture Acquisitions. He continued as a
director for the Issuer during the early 1990s after it became Network Financial Services Inc. In
1997 Jay Lutsky was the officer/director of Gatwick Ltd up until the Regulation A public
company was acquired by AIM Smart Corporation. AIM Smart Corporation got abandoned in
the early 2000s then was later hijacked by Michael Anthony in 2007. Anthony used the shell for
a Chinese Reverse merger with the Issuer becoming Tongli Pharmaceuticals (USA) Inc (TGLP).
Lutsky also controlled a group of 8 numbered blank check companies in the late 1990s -
Sunburst Acquisitions I Inc - Sunburst Acquisitions XIII Inc - most of which were used for various
reverse mergers becoming public companies. A common player in all 8 blank check companies
was John B Marvin. Marvin was also a shareholder in Starlight Acquisitions Inc.
On May 10, 1996, Starlight Acquisition Inc acquired all of the outstanding stock of Toucan
Mining Limited (a company incorporated in the Isle of Man) in a share exchange. As a result of
the share exchange, the stockholders of Toucan Mining Limited (Bankhill Trustees Ltd. and
Northquay Ltd) became the controlling shareholders of Starlight Acquisition Inc. Bankhill
Trustees Ltd was an Isles of Man corporation signed for by Roy Williams. Roy Grainger
Williams was a UK resident that was servicing as a director/officer of dozens of UK entities.
Northquay Ltd was signed for by Robert Jeffcock. This offshore leaks data page shows
Northquay Ltd as being run through the Bahamas and controlled by Coda Holdings Limited.
Other offshore entities linked to Coda Holdings Limited were Ashcolin S.A. of Panama and
Banhill Ltd.
As a result of the acquisition/reverse merger, the Issuer was re-domiciled from Colorado to
Delaware. Robert Jeffcock became the new CEO of the Issuer. Jeffcock had previously worked
for publicly traded Isle Resources Inc in the early 1980s and Blue Angel Mining Ltd in the early
1990s. L Clark Arnold became the VP of exploration. Don Box became a director. Jay Lutsky
who was a director for Starlight Acquisition Inc prior to the acquisition became an advisory
director for the new management team. Post-acquisition warrant holders including Jay Lutsky,
R Haydn Silleck, John B Marvin, and Peter S Daley.
After the acquisition/reverse merger, the Issuer changed its name to Toucan Gold Corp
(TUGO). TUGO touted itself as a developmental stage mining company. In November of 1996,
TUGO announced a private placement using Yorkton Securities Inc of Toronto as the placement
agent to raise money to acquire mining claims in Brazil. Yorkton Securities Inc, which was a big
firm with around 600 employees, came under fire in 2001 because the Ontario Securities
Commission claimed that several executives at Yorkton acted as early investors, executives,
analysts, underwriters and traders in several Internet-related companies, including
Book4Golf.com, Storage One Inc. and EcomPark during 2000.
Over the next 2 years, TUGO acquired the rights to a couple of mining claims in Brazil, but they
never advanced past being a developmental stage company. No mineral exploration ever took
place on any the claims while under TUGO's control. Then in 1999 one of the Brazil based
subsidiaries was bought out and all the TUGO mineral operations were spun out of TUGO
leaving TUGO as an empty shell company with no operations. Coinciding with the sale/spinout
of all the mineral assets, TUGO entered into a new acquisition/merger agreement with a UK
computer software company named ITIS Technologies Limited. Dot com/internet companies
were booming around this time so it seems likely that the shift had to do with trying to stay
current with hot trading trends.
Robert Jeffcock agreed to stay on temporarily as the Chairman/CEO following the new
acquisition/merger and to serve as a consultant for the company. Jeffcock wasn't the only
TUGO insider to stay following the Issuers change of direction. Robert A Pearce who had
become the CFO in 1997 also stayed in the CFO role after the acquisition/merger and Don Box
continued to serve as a director for the Issuer. ITIS Technologies Limited shareholders David J.
Blanchfield, James L. Jackson, and David R. Wray became employees of TUGO. Two other
ITIS Technologies Limited shareholders Barry Jones, and Ian McNeill became consultants.
The original plan was to change the name of the Issuer to Toucan Internet Inc but it was later
decided to change the name to Authoriszor Inc (AUTH) to better reflect the new business
operations which centered around the company's web management/control/security software
named Authoriszor.
With the sale of the last of the mining related assets on January 28, 2000, Jeffock and Pearce
stepped down from their executive positions. Jeffcock continued to serve as a director.
Richard Langevin took over as the new CEO. Raymond G.H. Seitz took over as the new
Chairman. Langevin was a career venture capitalist/technology guy who had worked for
Bullsoft. Seitz was well experience in leadership roles having previously served as the VP
Chairman of Lehman Brothers Europe and as a director of several large corporations. Just prior
to leaving their executive positions, Jeffcock and Pearce as well as L Chuck Arnold exercised
options to acquire AUTH stock at $1.00/share. AUTH then did a private placement to sell
2,727,273 shares of stock at $11/share raising $30 million in February of 2000 followed by an
S-1 statement to try to get listed on the NASDAQ.
The S-1 filing showed Roy Williams as still being a large shareholder in early 2000 with 8.6% of
the outstanding shares in his possession (1,490,834 shares) divided between two UK entities
named Zalcany Limited and Mustardseed Estates Ltd and a pension fund named Cardinal
Williams Pension Fund.
The financial statement only showed nominal revenues between 1997 - 1999 from the software
company. Revenues increased to $121,186 during the 2000 fiscal year.
During the last quarter of 1999 and first quarter of 2000, AUTH saw its share price increase from
$1.31/share to $40.88/share helped largely by the mania for dot com/internet companies during
this time. The inflated share prices were temporary though. By the end of 2000 the price had
fallen back to as low as $1.56/share and by by the end of 2001 it was under $.13/share. I can't
even imagine how much money was lost by some of the private placement share holders that
paid $11/share for their stock.
AUTH never made it to the NASDAQ. The company did see a nice increase in sales with
revenues hitting $708,477 during the 2001 fiscal year and $6,880,483 during the 2002 fiscal
year, but massive administrative and operating costs quickly burned through the $30 million
cash. By June of 2002, AUTH had used up all of its cash. $30 million was gone just like that.
AUTH ceased all operations starting in June 2002. It is pretty mind boggling that AUTH had $30
million cash and real business operations and the company was run so poorly that they burned
through all their cash and went out of business in just 2 years. Quite embarrassing.
In July 2002 some kind of agreement was worked out that made Roy Williams the majority
owner of the shell. Garcia Hanson of the UK was assigned by Roy Williams as the new CEO.
AUTH didn't even bother filing its required financial statements between September 2002 and
November 2004. After falling 2 years delinquent, AUTH began filing again in 2005 submitting
some of the late filings from 2002 - 2004, but there was no follow through from there. After
going dark again for 2 more years, AUTH filed a Form 15 to move to the pink sheets.
.
GreenGro Technologies Acquisition
On September 21, 2009, AUTH filed an amendment with the Delaware SOS for a 1:100 reverse
split. On January 31, 2010, AUTH filed an amendment with the Delaware SOS for a name
change to GreenGro Technologies Inc. The reverse split and name change were approved by
FINRA on February 10, 2010.
On February 16, 2010, AUTH announced in a press release that the Issuer had acquired
GreenGro Technologies Inc and that the Issuer had done a name/symbol change to GreenGro
Technologies Inc (GRNH). According to the press release, the transaction included the
acquisition of Cannova Health Inc, a medical marijuana management company located in
Newport Beach California with plans to open 5 nurseries and 4 dispensaries.
On March 10, 2010, GRNH did its first public disclosure in the form of an OTC filing. The filing
gave more details about the GreenGro Technologies Inc/Cannova Health Inc acquisitions.
According to the filing, GreenGro Technologies Inc was acquired by the AUTH shell in October
2009 in exchange for 60,000,000 shares being issued to Irene L Haas (mother of James M
Haas Jr) and 5,000,000 shares being issued to unnamed parties. Cannova Health Inc was
acquired by the AUTH shell in October 2009 in exchange for 57,500,000 shares being issued to
an anonymous Panamanian entity named Argent Group S.A.
Breaking down the March 2010 OTC filing we get the following share structure immediately
following the acquisition:
● Outstanding - 128,215,723 shares

● Irene L. Haas/James Haas - 60,000,000 shares (restricted)
● Argent Group S.A. (anonymous Panamanian entity) - 57,500,000 shares (restricted)
● Unnamed associates of James Haas - 5,000,000 shares (restricted)
● Garcia Hanson - 1,500,000 shares (restricted)
● pre-reverse split shareholders - 4,215,723 shares
Legal Counsel for GRHN at this time was Ying Xu Esq of the law offices of Eric K Chen in
California.
As part of the GreenGro Technologies Inc acquisition agreement, James M Haas Jr signed an
employment agreement beginning August 1, 2009 in which he would be paid $250,000 the first
year, $300,000 for the second year, $450,000 for the third year, $650,000 for the fourth year,
and $750,000 for his fifth year of employment.
I dug a little into James M Haas Jr (aka James Marshall Haas Jr) and Irene L Haas (aka Irene L
Haas-Knight). Prior to becoming the CEO of GRNH, James M Haas Jr ran a company named
Creative Marketing & Consulting Inc with somebody named Dean Martin Kidder from 2005 -
2009. In 2008 a business named CMS American Construction and Maintenance Services Inc
was created by Irene L Haas-Knight. The business was being run out of James M Haas Jr's
home address at 15406 Escalona Drive in La Miranda California with Sean Alan Morrison as an
officer. In 2009 James M Haas Jr started an LLC in California named igot420.com LLC with
Sean Alan Morrison as the resident agent. Though the original igot420 idea didn't amount to
much, James Haas would eventually relaunch the idea and make it a part of GRNH in 2016.
Irene L Haas is also known as Irene L Haas-Knight (possible Knight is her maiden name). Irene
is the mother of James M Haas Jr. James has a sister named Tina M Haas who married and
became Tina M Vicente. The Vicente family was the victim of an ugly father + son double
murder in 2015 with Tina's ex-husband, Walter Vicente (I think they had been divorced for some
time before the murder), and son, Andrew Vicente, getting shot dead at home. As of November
2017 the murder is still unsolved with no suspects in the case. Tina's other son, Stephan
Vicente, has spent time working for GRNH (more on that later). Tina Haas remarried (long
before the murders I believe) becoming Tina Haas Healey. The following pictures are Irene
Haas-Knight and James M Haas Jr together and Irene Haas-Knight with her two boys (James M
Haas Jr and Jeff Haas) from Irene's facebook page:
The OTC filing failed to tell us where Cannova Health Inc was incorporated prior to the
acquisition. As far as I can tell they were not registered as a business entity in any state. I did
find a Cannova Health Inc registered in the state of Nevada on April 9, 2010, but it was after the
acquisition occurred and the entity never added any officers quickly becoming revoked.
Finding out who operated Cannova Health Inc at the time of the merger would be very helpful in
finding out who controls Argent Group SA. Raymond McNamee (whose connection to GRNH
will become much more clear in the next paragraph) was from Newport Beach, California and in
2009 he started a health company that claimed to have hemp and cannabis products called
HerbalMD (see the HerbalMD twitter page here). Digging further I found that Cannova Health
Inc had a website at cannovahealth.com which was set-up by Raymond McNamee.
McNamee's connection to GRNH went way beyond just his involvement in setting up Cannova
Health Inc. GreenGro Technologies Inc was a Florida entity incorporated by Raymond
McNamee on August 13, 2009 with James Haas listed as the sole officer. The resident agent
was Rob M Karbowski (aka Rob M Karbowsky). It is looking more and more like GRNH was
the brain child of Raymond McNamee. I just can't figure out how James M Haas Jr may have
ended up meeting Raymond McNamee. Buena Park, California and Newport Beach, California
are less than an hour apart so it could be as simple as James Haas and Raymond McNamee
crossing paths because they both had an interest in doing a marijuana start up and were in such
close proximity of each other.
Raymond J McNamee was very active in penny stocks in the early to mid-2000s. He
participated in several shell hijackings with Paul Enright and some shell hijackings with Richard
Astrom. McNamee was extremely close with Michael Spadaccini. Raymond McNamee and
Michael Spadaccini got busted together by the SEC for their participation in an illegal share
selling scheme involving US Wind Farms Inc. According to the SEC, McNamee and Spadaccini
were using entities they secretly control (mostly incorporated in Pennsylvania) to illegally dump
unregistered US Wind Farms Inc stock into the market. The other key defendant in the US
Wind Farms share selling scheme was William L. Telander who had previously been sentenced
to 37 months in prison in 1994 for securities fraud. Raymond McNamee was also accused of
participating in an illegal shares selling scheme involving Energy Finders Inc (EGYF).
McNamee ran EGYF with another very close associate named Chris Lotito. Chris Lotito has
been a business partner of shell hijacker Sergio La Grasta. Lotito and McNamee have shown
up together in a few public companies along with David Michery. According to the SEC,
McNamee began illegally liquidating shares he owned in EGYF immediately after receiving a
restraining order as a result of the US Wind Farms Inc investigation. The SEC case against
McNamee was settled in 2007. McNamee received a penny stock ban and was ordered to pay
disgorgement of $482,112.52 along with a civil penalty of $500,000.
Rob M Karbowsky had been involved in several investor relations companies between 2000 -
2010 including The Cervelle Group with David Donlin which did lots of IR work for several
different penny stocks. The Cervelle Group has been compensated by GRNH for investor
awareness as recently as 2017. One especially interesting Florida business linked to Rob M
Karbowsky is Concentrix Marketing LLC. Concentrix was set-up by Raymond J McNamee in
Florida in 2007 with Rob M Karbowsky as the resident agent. The entity used a corporate
address in Panama City, Panama at The Century Tower, 20th Floor, Suite 2007, Avenida
Ricardo J Alfaro and had an anonymous Panamanian entity named Rossoneri Holdings SA as
the manager of the entity. Rossoneri Holdings SA was also the manager of at least two other
McNamee/Karbowsky linked entities including Bacchus Advisors LLC (Nevada 2006) and
Rainmaker Associates LLC (Florida 2009). According to this link, an offshore Tax Haven
company named Sovereign Management & Legal SA had an office at The Century Tower,
20th Floor, Suite 2007, Avenida Ricardo J Alfaro, Panama City, Panama at this exact same time
so it is likely that Raymond J McNamee (or a secret associate) used Sovereign Management &
Legal SA to set up Rossoneri Holdings SA.
Raymond J McNamee's connection to Panama had me curious if maybe he or one of his

associates was the secret control person of Argent Group SA so I started to dig. I found
Raymond J McNamee involved in a public ticker named KNW Networks Inc in 2002 at the same
time that the controlling shareholder was listed as Eradio Diaz using an address at Sun Tower
#5 Avendida Ricardo J Alfaro, Panama City, Panama. Eradio Diaz is obviously just a nominee.
KNW Networks Inc started out as Knowledge Networks Inc which was set up by William Stocker
in 1999 then taken public by William Stocker, Kirt W James and J Dan Sifford Jr. in 2000. Prior
to Eradio Diaz of Panama City being listed as the controlling shareholder, those shares were
listed in the Knowledge Networks Inc filings as belonging to Intrepid International SA. Intrepid
International SA used a P.O. Box in Panama City, Panama and a virtual office address at 24843
Del Prado #318, Dana Point, California. Intrepid International SA was described as a Panama
entity incorporated in 1984 engaged in assisted mining companies with supply and financial
arrangement with Latin American governments. The entity was paid in stock for its services.
That same Dana Point address was used by Kirt W James so it seems pretty obvious that Kirt
W James controlled the Panamanian entity. A filing for DP Charters Inc disclosed that Kirt W
James and J Dan Sifford Jr were in fact the directors of Intrepid International SA. A Nevada
entity for Intrepid International shows Kirt W James, J Dan Gifford Jr, and William Stocker as the
managing members. In 2007, James Dan Sifford Sr was Indicted for touting KNW Networks Inc
to the public through promotional material using misleading statements between July 2004 and
May 2005. Even though the DOJ charged the promoters in the KNW Networks Inc, they never
charged the people selling stock during the promotion. KNW Networks Inc still trades today as
FindIt Inc (FDIT).
DP Charters Inc was another William Stock shell. Besides DP Charters Inc and Knowledge
Networks Inc, other public tickers linked to Kirt W James and J Dan Sifford Jr that also used
Panamanian entities/nominees to hold big chunks of stock including eWorld Travel Corp (which
was also set-up by William Stocker), BBB Hunter Associates Inc (which was set-up by William
Stocker), NetBanx.Com Corp (which was set-up by William Stocker), First Auto Inc (which was
set-up by William Stocker), and Oasis Entertainments Fourth Movie Project Inc. So does all this
mean that Kirt W James and/or J Dan Sifford Jr also controlled Rossoneri Holdings SA
individually or with Raymond J McNamee? Unfortunately, there is no way to be sure. Since
Raymond J McNamee only showed up in one of the Kirt W James/J Dan Sifford Jr shells it
doesn't seem too likely. Of interest, though not related to GRNH, is this 2002 lawsuit filed by
Kirt W James against several of his business associates and several offshore brokers in which
James makes very clear that he controls all of the Panamanian entities and that Sifford and
Stocker were working for him. James accused Sifford and others of conspiring against him to
steal control of share ownership (specifically in Reliant Interactive Media Corp) and money that
belonged to James through the offshore accounts when he was inactive because of illness.
Some of the more notorious offshore brokers linked to penny stock money laundering activities
named in the lawsuit included Global Securities, EH&P Investments, and LOM. Several banks
notorious with assisting in money laundering were also named. Two years earlier, in 2000, Kirt
W James was sued by Frank Custable (complaint unavailable online) adding more evidence
that Kirt W James may have been running shady offshore operations.
The hunt for the owner of the GRNH Panamanian entity (Argent Group SA) led me down one
more path. I found the exact same address (Pacific Sun Tower, Lower Level, Ramon H Jurado
Ave, Panama City, Panama) being used by an entity named Isthmus Horizons Inc in Savanna
East Africa Inc in 2010. Isthmus Horizons Inc was controlled by Phillip M Verges. He and his
long time partner, James Tilton Jr, ran Savanna East Africa Inc starting in February 2010 (and
still do today as North American Cannabis Holdings Inc (USMJ). According to the USMJ filings,
Phillip M Verges used Sovereign Management & Legal Ltd to set up Isthmus Horizons Inc. It
turns out, that by 2010, Sovereign Management & Legal Ltd had an office on the first floor of the
Pacific Sun Towers at Ramon H Jurado Ave in Panama City, Panama. Since Phillip Verges is
not a part of GRNH the more likely explanation is that Argent Group SA uses that address in the
GRNH filings because whoever secretly controls Argent Group SA used Sovereign
Management & Legal Ltd to set-up the entity. In December 2014, the DOJ authorized the IRS
to issue summonses for record related to US Taxpayers who used the services of Sovereign
Management & Legal Ltd. Since Raymond McNamee (or an associate of his) used Sovereign
Management & Legal Ltd to set-up Rossoneri Holdings SA in Panama in 2006, and Raymond
McNamee set-up both the Cannova Health Inc website and the GreenGro Technologies Inc
business entity in Florida in 2009, Raymond McNamee (or a secret associate of his) still seems
like the obvious owner of Argent Group SA.
After all that work to figure out that Raymond McNamee (or a secret associate of his) controlled
Argent Group SA, it turned out not to be very important since GRNH ended up cancelling the
Cannova Health Inc acquisition (along with the 52,500,000 of the 57,500,000 shares) in May of
2010. Later in early 2014, Cannova Health Inc resurfaced involved in David Michery's Primco
Management Inc (PMCM) as a 5% player in PCMC's newly signed joint venture with CanMed
Ventures Inc. David Michery (the PMCM CEO) was Raymond McNamee's long time business
associate. PMCM already had Raymond McNamee as an insider (since at least June of 2013)
and the ticker was looking to cash in on the big cannabis stock boom of early 2014. The end of
Argent Group SA wouldn't be the last of the Raymond McNamee connections to GRNH. PMCM
would end up having something else big in common with GRNH (more on this later).
During October of 2010, GRNH got some paid awareness and began seeing much higher than
normal volume.
We find out later that James M Haas Jr's holdings dropped from 60,000,000 to 52,000,000 and
we find out that an addition 20,000,000 shares end up getting issued for the GreenGro
Technology Inc acquisition (months after the acquisition closed) so it's possible those
28,000,000 shares plus the 5,000,000 Argent Group SA shares not cancelled and 5,000,000
GreenGro Technology Acquisition shares issued to other investors were a part of the shares
being sold during the October 2010 paid promotion activity.
Vertical Hydro Garden Inc Acquisition
GRNH spent 2010 making announcements about progress with their plans to manage medical
marijuana dispensaries including applying for a medical marijuana license in San Jose County.
Then on November 11, 2010, GRNH announced its first acquisition (since dropping Cannova
Health Inc). GRNH was acquiring Vertical Hydrogarden Inc., a Northern California based
company that was said to manufacture and sell patent pending Vertical Gardening and
Cultivation equipment. The Vertical Hydro Garden Inc website can be viewed here.
On January 3, 2011, James M Haas Jr registered GreenGro Technologies Inc (DE) as a
California business entity since it would be doing business in California.
The Vertical Hydo Garden acquisition was officially completed on September 1, 2011.
According to subsequent OTC filings Vertical Hydro Garden Inc received 21,000,000 shares for
the acquisition (11,000,000 shares to John P Taylor and 10,000,000 shares to Donald Smith)
and a Note Payable for $100,000.
Vertical Hydro Garden Inc was first created as a California business entity on February 1, 2010
by John P Taylor. John P Taylor also founded Next Generation Farming Inc which merged into
Zerez Holdings Corp (ZRZH) in October of 2016 becoming Smart Cannabis Corp (SCNA).
Stephan Vicente (nephew of James M Haas Jr and grandson of Irene L Haas-Knight) lists
himself as a manager at Vertical Hydro Garden Inc on his facebook page. He is shown as the
Director of Marketing/Advertising/Sales at this link.
Following the Vertical Hydrogarden Inc acquisition, GRNH named David L Rudat as its new
CEO. David L Rudat was from Orange City, California where he served as the City Manager
for the City Counsel from 1995 - 2006. From 2007 - 2009 Rudat was the Interim City Manager
for the City of Los Alamitos. As a career civil servant he was an interesting choice as the new
GRNH CEO, but it turns out that David L Rudat owned a warehouse and GRNH was leasing
space in that warehouse from David L Rudat so Rudat's involvement in GRNH may not be that
unusual afterall. James M Haas Jr. remained on board as the Vice President and Director.
By October 30, 2011, GRNH was touting its first sales by Vertical Hydrogarden Inc. The annual
report for GRNH showed $15,972 in sales for 2011.
Trading in GRNH was mostly uneventful in 2011.
2012
On February 1, 2012, GRNH announced that it would be opening its first retail store location for
Vertical Hydrogarden Inc.
In February 2012 GRNH designated some preferred shares as control stock and issued
10,000,000 preferred shares to James M Haas Jr.
On February 29, 2012, GRNH played musically chairs with its executives assigning Donald
Smith of Vertical Hydro Garden Inc as the new CEO and COO, moving David L Rudat to CFO,
and moving James M Haas Jr to the Chairman position. Donald Smith didn't last through the
year as the CEO. He stepped down some time before the end of 2012 and James M Haas Jr
became the CEO again.
On June 4, 2012, GRNH announced a new product line called FLUX Lighting. The main FLUX
Lighting product was FLUX Paper (which had nothing specific to do with the cannabis
business). FLUX Paper was described as paper thin display panels offering companies a new
alternative for advertising/showcasing. Because the display panels used less wattage and
lasted longer they were touted as a better alternative to traditional lighting display options.
Later, in 2015, we'd see XLIT (an unrelated company) run a massive paid promotion using a
similar product idea.
The next disclose filing done by GRNH was on September 21, 2012. In that filing we get some
conflicting information. Instead of 65,000,000 shares being issued for the acquisition of
GreenGro Technologies Inc in 2009, GRNH was now saying that 85,000,000 shares were
issued as part of the acquisition. In fact going through the filings we see the amount of stock
issued for the GreenGro Technologies Inc acquisition increase in each filing between 2010 and
2012 from 65,000,0000 to 67,507,712 to 85,000,0000:
Maybe the extra 20,000,000 shares went to Raymond McNamee after GRNH cancelled
52,500,000 of his Argent Group SA shares?
New legal counsel had become Owen H Naccarato of Naccarato & Associates. The
accountant at this time was Michael Berg of Berg & Company.
Owen H Naccarato is a Newport Beach, California based attorney. Naccarato has been
involved in dozens of penny stocks since 2008. Naccarato ended up involved in a lot of paid
promotion tickers that had previously been using pump & dump attorneys like Diane Dalmy and
Luis Carrillo. After Diane Daly was banned in 2009, Owen Naccarato showed up in PWEI.
After Luis Carrillo was charged and fled the country, Naccarato immediately took over for a
bunch of Carrillo linked tickers including PBCW, HIDC, and DMHI.
Owen Naccarato mostly does work for non-SEC reporting pink sheet stocks. He definitely has
a reputation as a pump & dump facilitator and because of that he often shows up working for
stocks that see pump & dump/paid promotion type activity. Since Owen Naccarato is from
Newport Beach, California (just like Raymond McNamee) which was less than an hour from
GRNH's office, it is easy to see how he became legal counsel for GRNH.
Eventually Owen Naccarato would become more than just legal counsel for GRNH. He joined
the board of directors in 2013 and together with fellow GRNH director George Lefevre and
James M Haas Jr, the trio got involved in a second public ticker by acquiring control of fresh S-1
shell Gala Global Inc (GLAG) on May 19, 2014. GLAG and GRNH have done joint project
together since the acquisition which including Cannabis Venture Inc and Vertical Hydro Garden
Inc. GLAG became Gala Pharmaceutical Inc (GLPH) on January 10, 2018.
Owen Naccarato's work with dirty tickers caught up to him recently when he was named in SEC
litigation on January 5, 2018 for his participation in a share selling scheme done on Global
Digital Solutions Inc (GDSI) in 2013. According to the SEC, Naccarato provided two attorney
letters falsely stating that GDSI was not a shell company and that certain shareholders
(including the former CEO Richard J Sullivan and former CFO David A Loppert) were not
affiliates causing the TA to remove the restrictive stock for the shareholders. Many of the
shares were then sold into the market in an unregistered public distribution. The SEC Complaint
can be viewed here. Sullivan and Loppert had been charged by the SEC already on August
12, 2016. According to the SEC Sullivan and Loppert put out false and misleading press
releases while selling their stock. Read that SEC Complaint here.
In October of 2012, GRNH announced plans to become more transparent by doing regular
filings with the OTC markets.
In November of 2012, GRNH announced a new product line known as VertaMax which was
some form of watering system for hanging plants.
The Annual report for 2012 showed $7,200 in sales for 2012.
The annual report also showed that GRNH was raising money by selling stock to Fairhills
Capital pursuant to a 504 purchase agreement. Fairhills Capital was a popular toxic financier at
this time that was run by Edward Bronson. By 2012 Bronson had become a prominent penny
stock funder working out toxic financing for dozens of pink sheet companies. On August 22,
2012, the SEC brought charges against Bronson and his penny stock finance companies
alleging that Bronson was re-selling his discounted stock illegally into the market without proper
registration. Read the SEC Complaint at this link. The SEC won a large judgment (almost $12
million plus $900 in civil penalties) against Bronson in June of 2016. Bronson was also barred
from participating in any future penny stock offerings. Following the judgment, Bronson used the
Corey Ribotsky playbook by filing for Bankruptcy in January 2017 to avoid paying his judgment.
All total Fairhills Capital acquired 6,500,000 shares in exchange for $39,000 in cash
($.006/share average) or $126,000 in cash ($.019/share average) depending on which filing you
read. Mostly likely it was $39,000 cash but the stock had a value of $126,000 at the time it was
issued.
Based on information in that disclosure statement (plus other disclosures/filings up to this point)
the GRNH share structure on December 31, 2012 was as follows:

● Irene L. Haas/James Haas - 52,000,000 common shares (restricted) and 10,000,000
preferred shares
● Irene L Haas/James Haas - 8,000,000 shares that were sold into the market between
2010 and 2012
● Argent Group S.A. (anonymous Panamanian entity) - 5,000,000 shares probably sold into
the market
● Unnamed associates of James Haas - 5,000,000 shares probably sold into the market
● Unnamed shareholder(s) - 20,000,000 shares issued for the GreenGro Technologies Inc
acquisition during 2011
● John P Taylor - 11,000,000 shares (restricted) - issued as part of the Vertical Hydro Grow
inc acquisition
● Donald Smith - 10,000,000 shares (restricted) - issued as part of the Vertical Hydro Grow
Inc acquisition
● David L Rudat - 7,500,000 shares (restricted)
● Garcia Hanson - 1,500,000 shares possibly sold into the market
● Fairhills Capital - 6,500,000 shares (504 stock in exchange for cash) acquired for
$.019/share
GRNH saw some interesting price action in October and November of 2012. The pump
& dump action could have had something to do with the 8,000,000 shares that
disappeared from James M Haas's holdings or the additional 20,000,000 shares issued
some time between late 2010 and mid-2012 for the 2009 GreenGro Technologies Inc
acquisition.
2013
During 2013, GRNH continued to tout progress with its business operations.
On January 29, 2013 announced that it has opened an online store.
Even though GRNH had previously announced that it had acquired Vertical Grow Garden Inc
back in November of 2010, GRNH began acquiring the business a second time in 2013 starting
with the acquisition of a 33% stake in the company on April 4, 2013.
Up through the 2012 filings, GRNH clearly stated over and over again that it had already
acquired Vertical Hydro Garden Inc in 2011.
But the terminology for the 2010 acquisition suddenly changed in the GRNH filings from an
acquisition to an investment in 2013 with GRNH changing the earlier acquisition of Vertical
Hydro Garden Inc to just an acquisition of patent pending technology from Vertical Hydro
Garden Inc.
It turns out that the 2010 press release was extremely misleading and GRNH didn't actually
acquire Vertical Grow Garden Inc in 2010, it only acquired patent pending technology from
Vertical Grow Garden Inc. The new 33% acquisition required GRNH to issue an additional
2,000,000 shares to John P Taylor.
On April 9, 2013, Owen Naccarato was added to the board of directors for GRNH becoming
both the legal counsel and a director for the Issuer at the same time.
On June 7, 2013, GRNH announced that it was acquiring the remaining 67% stake of Vertical
Hydro Garden Inc completing the second acquisition of the company. The 2,000,000 shares
issued for the previous 33% were cancelled and instead 1,150,000 shares plus a $150,000
convertible Note to Donald Smith were issued for 100% ownership of Vertical Hydro Garden Inc.
The owners of Vertical Hydro Grow Inc (John P Taylor and Donald Smith) both joined the GRNH
advisory board coinciding with the transaction. Smith had previously served as the GRNH CEO
for a short time in 2012. Following the 2013 acquisition, James M Haas Jr and David L Rudat
were added as officers of Vertical Hydro Grow Inc at the California SOS.
On June 24, 2013, GRNH re-domiciled from Delaware to Nevada.
On July 9, 2013, GRNH announced that it signed an agreement to provide facility design and
consulting services to an unnamed Arizona medical cultivation facility expecting the deal to be
worth $300,000 to GRNH. The Arizona cultivation facility project was never once mentioned in
any GRNH filings.
In August 2013, GRNH added 3 new advisor team members - Stephanie Rudat (social media
director), Ned Madden (marketing director), and Rafael O Quezada (aquaponics manager).
Some time during 2013, GRNH also added Christopher Glew to the advisory board as an
attorney specializing in medical marijuana.
On September, 3013, GRNH announced the formation of BP Gardens Inc to be used to develop
an aquaponics pilot project on a 4.5-acre property located at 7701 Knott Ave. in Buena Park,
Calif. The BP Gardens project would grow four types of lettuce, basil, tomatoes to serve
Southern California regional communities, restaurants and grocers with fresh, chemical- and
pesticide-free produce and specialty culinary herbs. OTC filings disclose the GRNH is the 51%
owner of BP Gardens Inc. The other 49% owner was John’s Wholesale Nursery. A Nevada
entity was created for BP Gardens Inc on September 19, 2013 with James M Haas Jr as the
sole officer director. To make the project work, GRNH signed a 20 year sublease agreement for
the property for which it had to pay $1,500/month in rent. In early 2017 the owner of the property
agreed to accept 1,250,000 GRNH shares as an annual payment for the rent. In a follow up
press release on November 14, 2013, GRNH said that it projected revenues of over $2.2 million
within 2 years. That didn’t even come close to happening. The BP Gardens website can be
viewed here. Some time in early 2017, GRNH became 100% owner of the BP Gardens Inc
project located at Buena Park.
The annual report for 2013 only showed $53,423 in revenues for 2013.
In the annual report we also find out that in March of 2013 the $100,000 Note from the 2010
Vertical Hydro Garden Inc patent pending acquisition was re-assigned to an unnamed 3rd party
and turned into a $100,000 convertible Note.
GRNH also issued a second Note payable in March of 2013 for $33,796 to an unnamed 3rd
part. That Note was converted into 2,000,000 common shares in August of 2013.
During 2013 GRNH issued 5,000,000 shares to Owen Naccarato for services rendered,
17,750,000 shares to unnamed consultants for services rendered, and 3,000,000 shares in
exchange for $110,000 cash ($.0367/share) to some unnamed financier.
Based on all the information in the GRNH up to this date we can estimate the EOY 2013 share
structure as follows:

● Irene L. Haas/James Haas - 52,000,000 common shares (restricted) and 10,000,000
preferred shares
● Irene L Haas/James Haas - 8,000,000 shares that were sold into the market between
2010 and 2012
● Argent Group S.A. (anonymous Panamanian entity) - 5,000,000 shares probably sold into
the market
● Unnamed associates of James Haas - 5,000,000 shares probably sold into the market
● John P Taylor - 11,000,000 shares (restricted) - issued as part of the Vertical Hydro Grow
inc acquisition
● Donald Smith - 11,250,000 shares (restricted) - issued as part of the Vertical Hydro Grow
Inc acquisition
● Owen Naccarato - 5,000,000 shares (restricted)
● Unnamed consultants - 17,750,000 shares
$.019/share during 2012
● Unnamed Note holder - 2,000,000 shares (issue in exchange for $33,796 in debt -
$.0167/share)
● Unnamed Financier - 3,000,000 shares (504 stock in exchange for cash) acquired for
.
GRNH got some interesting price action in February of 2013 coinciding with the announcement
of GRHN opening their online store on January 29, 2013. The cannabis industry started to heat
up on at the end of 2013 with the first states voting to legalize recreational marijuana. We see a
some of that action start to show up at the very end of the 2013 price chart.
.
Matt Ditonto/Stephen P Corso Jr
The annual report for 2013 showed a new accountant for GRNH - Matt Ditonto.
Matt Ditonto was using an address at 572 shasta drive Encinitas, California 92024. That was the
same address that was also being used by Stephen P Corso Jr at the exact same time.
During the 1990s Stephen P Corso Jr was certified as an accountant in several states including
New Jersey, New York and California. He lived in Connecticut, but worked in a firm named
Merdinger, Fruchter, Rosen & Corso in New York City, New York. In 2001 Corso was hired to
be the CPA for publicly traded Exotics.com Inc. Exoctics.com Inc (which was previously known
as Hardrock Mines Inc) became the subject of SEC litigation. On April 25, 2005, the SEC filed
charges against Exotic.com Inc and twelve individuals for what the SEC called "an accounting
fraud and stock manipulation scheme". Those 12 individuals were accountant L Rex Andersen,
accountant Stephen P Corso, accountant Brian K Rabinovitz, accountant Marlin R Brinsky,
attorney Sean P Flanagan, attorney Daniel G Chapman, promoter E. James Wexler, controlling
shareholder Ingo W. Mueller, executive officer Firoz Jinnah, executive officer Barry F Duggan,
consultant James L Ericksteen, and shareholder Gary Thomas Vojtesak.
Five days before the SEC charges, on April 20, 2005, Stephen P Corso Jr was criminally
indicted by the DOJ. According to the DOJ, between 1997 - 2002, Corso was involved in a
scheme to to defraud and obtain money and property by false and fraudulent pretenses. All
total, Corso stole more than $5 million from his clients including $800,000 from famous
sportscaster Dan Patrick.
According to information online about the criminal case, Corso was a high-rolling degenerate
gambling addict who was swiping clients money to feed his habit and to pay for his penthouse
lifestyle. When Corso wasn't working in New York he was traveling to Las Vegas to gamble. It
turns out that Stephen P Corso Jr was already working with the FBI long before the any charges
came for the Exotics.com Inc scam. The FBI came knocking on Corso's door with an arrest
warrant in 2002. Facing the threat of a long prison stretch, Corso agreed to cooperate with the
FBI. Stephen Corso wore a wire and assisted the FBI with several cases. Corso was credited
with helping nail securities attorney David Stock on a "pump and dump" stock manipulation
scheme. Corso provided information related to the activities of individuals with ties to several
organized crime families including the Chicago Outfit, Lucchese LCN, Bonanno LCN, Genovese
LCN, Colombo LCN, Philadelphia LCN, Decavalcante LCN, and Gambino LCN. Corso was
instrumental in providing FBI agents with information on individuals with ties to Russian
organized crime, Youngstown, Ohio gangster, and the Irish Mob. And probably most notably,
Corso played an integral role in sealing the deal in the "Mafia Cop" case in which Las Vegas
residents and former NYPD detectives Louis Eppolito and Stephen Caracappa were found guilty
of acting as contract killers for the Lucchese crime family. It has also been reported that Corso
assisted in the investigation of a former client named Bobby D'Apice dubbed the Crazy Horse
Too investigation (because of recordings taking place in the Crazy Horse Too strip club). All
total Corso was credited with generating at least 7 arrests, 20 convictions, and $4.2 million in
seizures and forfeitures when it came time for his sentencing in February of 2009. The amount
of cooperation that Corso provided impressed the judge. Instead of getting the 7 1/2 sentence
Stephen P Corso Jr would have normally gotten under federal guidelines, Corso was sentenced
to just 12 months in prison and ordered to pay back $5,446,735 in restitution. To date, Corso
has not paid back any of the restitution.
After his criminal conviction in February 2009, Corso was permanently banned by the SEC.
Corso would end up completely ignoring his SEC ban. Immediately after his prison sentence
was over, Corso moved to Encinitas, California and opened a new accounting firm named
Corso & Company at 572 Shasta Dr., Encinitas, CA San Diego 92024 on August 19, 2010.
Corso changed his name slightly and started going by Steven J Corso (Steven John Corso)
instead of Stephen P Corso Jr. Corso also changed his educational background in his bio
listing degrees from Washington University and Cornell that didn't really exist to try to hide his
true identity.
By 2011, with a new identity, Corso went right back to providing accounting services for publicly
traded companies. On August 2, 2010, Corso showed up as the CFO of TD Galley Inc when it
attempted an S-1 filing. In 2011 he was doing accounting services for Abot Mining Co (ABOT)
(see this filing) which now trades as SCBZ, and Crown Ventures Inc (CRWV) (see this filing)
which now trades as GRCV. Both ABOT and CRWV were secretly controlled by the Gregg
Mulholland/Phil Kueber group. On January 31, 2012, Corso showed up as the CFO for
InSynergy Inc when it filed an S-1 statement. InSynergy Inc now trades as STCB. In late 2013,
Corso showed up in Green Leaf Innovations Inc (GLRF) then trading as Gold Coast Mining
Corp.
Other pink sheet companies that hired Corso for accounting services between 2010 - 2015
included Crystal Properties Holdings Inc, Bizrocket.com Inc (BZRT), Alternative Green
Technologies Inc (AGTI) which had lot of paid promo links (Mitchell Segal/Guy Jean-Pierre), and
Axium Technologies Inc (AXGI) which was another Mulholland/Kueber shell that currently
trades as FJHL. Corso was doing accounting work for AXGI just days before getting busted
again by the SEC.
Three SEC reporting companies hired both Corso (as the CFO) and Terry L Johnson as the
auditor - Primco Management (fka PMCM), Plandai Biotech (PLPL), and Motivating the Masses
Inc (MNMT), According to the SEC Terry L Johnson provided bogus audits for 8 different public
tickers in 2014 and 2015. It was while investigating Terry L Johnson that the SEC stumbled
upon Corso and realized that Steven J Corso and Stephen P Corso were the same person. On
August 17, 2015, the SEC charged Stephen P Corso Jr again for ignoring his previous ban by
using a fake name (Steven John Corso). The SEC said that Corso reaped more than $460,000
by providing services he was banned from providing.
During the entire time from August 2010 until August 2015 while using the name Steven John
Corso, Stephen P Corso Jr operated using the 572 Shasta Dr., Encinitas, CA San Diego 92024
address. That means that for two full years, Matt Dinota was doing accounting work for GRNH
out of the same office as Stephen P Corso Jr.
GRNH was the first public ticker to hire Matt Ditonto. Ditonto got his accounting license on April
24, 2013 then was hired by GRNH only a few days later. Ditonto was listed as the accountant
for the March 31, 2013 quarterly report filed on May 20, 2013. Judging by Matt Ditonto's
LinkedIn page which says he was assisting in SEC filings (including S-1 filings) as early as 2011
(2 years before he was a certified CPA), evidence points to Ditonto working as an assistant to
some other experienced SEC accountant (possibly Corso). Sure enough I found a resume
online for Matthew Ditonto that lists Corso & Company in his work experience starting in 2011:
Now that we know that Matt Ditonto was working for Stephen P Corso Jr when he was hired by
GRNH, let's piece together why GRNH may have turned to Corso/Ditonto for accounting
services. What possibly explains why Ditonto/Corso was hired as the GRNH accountant is
some connections between Primco Management Inc (PMCM) and GRNH starting in early 2013.
On January 31, 2013, David Michery became the new control person of PMCM. David Michery
was a long time business partner of Raymond McNamee going back to 2004 with the
ASWD/PTRZ shell. Also involved in the ASWD/PTRZ shell was Chris Lotito. Lotito and
McNamee can be found together in Energy Finders Inc (EGYF) back in 2005 when McNamee
got busted for liquidating stock in EGYF after being charged in a share selling scam involving
US Wind Farms. Lotito and McNamee were also together in VCII going all the way back to
when the shell was Kenwich Industries Inc (KWIN). Raymond McNamee showed up in PMCM
right after David Michery. On June 1, 2013 PMCM conducted a merger with D&B Music Inc.
D&B Music Inc was an entity incorporated by Raymond McNamee on March 10, 2008. It was
supposed to be merged into the ASWD shell back in 2008 but the merger never worked out.
Instead in 2013 it was merged into PMCM. As part of the merger, Raymond McNamee
(Pegasus Group Inc) was issued a $242,000 debt Note. On February 18, 2014, Stephen Corso
became the CFO for PMCM. On February 23, 2014, when PMCM acquired CanMed Ventures
Inc to become a cannabis ticker, Cannavo Health Inc (formerly of GRNH) was named as a 5%
beneficiary of CanMed Ventures Inc in the deal. The connection between PMCM and GRNH
(Raymond McNamee) could possibly explain why GRNH hired Stephen Corso's office associate
Matt Ditonto as its accountant in May of 2013.
Matt Ditonto continued to use the 572 Shasta Dr address until mid-2017. The most recent
GRNH filings show Matt Ditonto at 9195 Westvale Rd, San Diego, California. Matt Ditonto is still
the accountant for GRNH as of today. I didn't find any other publicly traded companies that
used Ditonto for services but I find that he does run a bookkeeping company at the San Diego
address named Affordable Accountancy Group.
2014
The whole cannabis industry caught fire at the start of 2014 with many existing cannabis stock
experience price gains of over 1000% percent and new penny stocks jumping into the cannabis
industry on a daily basis. GRNH ran to $1.20/share in early January then regularly pushed past
$.50/share all the way into March 2014.
The unnamed 3rd party that became the owner of the $100,000 convertible Note that originated
from the 2011 acquisition of patent pending technology from Vertical Hydro Garden Inc wasted
no time in converting the Note once it had aged 12 months. In March of 2013 the Note was
turned into 10,000,000 free trading shares of stock ($.01/share). If sold for an average price of
$.40/share the unnamed Note holder would have made $3,900,000 from those shares.
GRNH put out a pretty steady stream of press releases in January, February, and March of
2014 to help feed the frenzy in the cannabis market. They continued to tout major progress in
press release throughout the rest of the year too.
On January 13, 2014, GRNH announced zoning approval for its client involved in the Arizona
medical cannabis cultivation company.
On January 16, 2014, GRNH announced the opening of a 2nd greenhouse for the BP Garden
Inc project. GRNH created a 2nd BP Garden Nevada entity with James M Haas, David Rudat,
and John Taylor as officers named BP Gardens 2 Inc as the holding company for the 2nd
greenhouse project. BP Garden 2 Inc was the result of GRNH entering into a joint venture
agreement with John Taylor (dba Lincoln Hills Organics) to construct six greenhouses on a
45,000 square foot Lincoln Hills property. Like with the first BP Garden project, GRNH became
a 51% owner of BP Gardens 2 Inc. For his part in the project, John Taylor was to be paid
$100/month by BP Gardens 2 Inc to sublease the property and revenues and costs of
operations would be split 49% to Taylor and 51% to GRNH. The BP Gardens 2 Inc Nevada
business entity became revoked on February 29, 2016. In August of 2016, John Taylor filed a
lawsuit against GRNH because of unpaid rent and expenses owed. Possibly disputes caused
by unpaid expenses/rent may have been what led John Taylor resigning as an officer/director
for GRNH on March 20, 2016. Taylor ended up starting another cannabis venture named Next
Generation Farming Inc which he merged into Zerez Holdings Corp (ZRZH) in October of 2016
becoming Smart Cannabis Corp (SCNA). To date, GRNH is still 51% owner of the BP 2
Garden Inc project.
On February 4, 2014, GRNH announced the additions of Nancy L Caruso to the advisory board
as a marine biologist and Josh Graybiel to the advisory board to assist with the design of the
aquaponics and greenhouse systems in an effort to advance the operations of BP Gardens.
On February 13, 2014, GRNH announced an alliance with Solar Power Cells Inc (SPCL) to
deploy a 100% solar solution to current and future projects involving the FLUX lighting brand.
On February 27, 2014, GRNH announced it was stepping up its advertising campaign.
On March 3, 2014, GRNH announced more progress with the Arizona medical marijuana
cultivation project including the addition of GRNH Modular Systems into the greenhouse.
On March 13, 2014, GRNH announced the acquisition of some Vape technology dubbed
greenstick. GRNH filings disclose that 750,000 shares were issued in exchange for the Green
Sticks patent pending technology. A few days earlier on February 27, 2014, James M Haas,
David L Rudat, and Steven Elbogen formed a Nevada entity named Green Sticks Inc (which is
now revoked) as a wholly owned subsidiary for the VAPE operations. A website for Green
Sticks was launched at getgreensticks.com in 2012 by Steven Elbogen. Steven Elbogen had a
criminal record. Elbogen was convicted in November, 1984, of conspiring to import several tons
of marijuana and filing a false 1981 tax return. He was sentenced in 1985 to 30 months in
federal prison. In 2016 the Green Sticks website was moved to greensticksbotanicals.com.
Steven Elbogen registered the greensticksbotanicals.com domain on October 5, 2015.
On March 20, 2014, with GRNH still trading at super high prices due to the industry wide
cannabis stock run, GRNH announced it was going to raise $875,000 in a private placement to
assist with the progress of business operations. All total GRNH would end up selling
10,275,000 in private placements during 2014 raising $1,390,000 in cash ($.135/share
average).
On March 24, 2014, GRNH announced the completion of the Vertical Hydro Garden Inc
acquisition. They had previous announced the acquisition as having closed on November 11,
2010 and on June 7, 2013.
On April 4, 2014, GRNH announced yet more progress with the Arizona project. This was the
4th press release about the Arizona project and GRNH had still yet to disclose the name of the
client they were assisting with building the medical marijuana cultivation facility.
On April 10, 2014, GRNH announced the grand opening of a new Vertical Hydrogarden retail
store in Anaheim planned for May 15th. On May 27, 2014 GRNH announced positive early
results for the new Anaheim store. An additional 1,000,000 shares were issued to the Vertical
HydroGarden Inc people (probably John Taylor) during 2014 to keep up the good relations.
On May 13, 2014, GRNH announced an investment in Cannabis Ventures Inc. GRNH loaned
$350,000 to Cannabis Ventures which was described in the GRNH filings as a private company
that shared an officer with GRNH. Cannabis Ventures Inc was a Nevada business entity created
by James M Haas Jr and Owen Naccarato on February 27, 2014. Cannabis Ventures Inc
described itself at the time as a holding company for new cannabis operations in Canada.
The $350,000 loaned to Cannabis Ventures Inc would later turn into a $400,000 Note from Gala
Global Inc (GLAG).
Gala Global Inc (GLAG)
On May 19, 2014, James M Haas Jr, Owen Naccarato, and George Lefevre together acquired
control of Gala Global Inc (GLAG) for $125,000.
Gala Global Inc (GLAG) was a really obvious S-1 shell scheme with ties to the UK, Vancouver,
and Russia when it was taken public in 2011. Through my research I found links to paid promo
ticker ALKM and SELT. The S-1 was used to register 2,360,000 shares held by nominee seed
shareholders. After going public the shell briefly changed ownership being moved to Germany
in 2013 then on May 19, 2014, control of the GLAG shell was acquired by James M Haas Jr,
Owen Naccarato, and George Lefevre for $125,000. Lefevre had just joined GRNH as part of
its advisory team a short time before the GLAG acquisition. Prior to the GLAG acquisition,
Lefevre had already hooked up with Owen Naccarato through other ventures. The two can be
seen together at Hapa Capital in 2013. Besides Hapa Capital, Lefevre was involved in
MotivNation, Inc. (MOVT) from 2005 - 2010. Owen Naccarato provided legal services for MOVT
from 2008 - 2010. MOVT got suspended as a zombie ticker in 2015. The symbol was deleted
in 2017. From 2004 to 2008, George Lefevre was the CEO of NeoTactix Corp (NTCX). NTCX
was revoked as a delinquent filer in 2008.
Immediately after the GRNH group acquired control of the GLAG shell, the GLAG corporate
address was moved to Newport Beach, California at 1100 Quail Street, Suite 100. That same
address has been used from time to time by Owen Naccarato and by a few different public
tickers that used Naccarato for services.
As part of the change of control GLAG did a 20:1 forward split. GLAG immediately morphed
into a cannabis ticker by signing agreements with Cannabis Ventures Inc and GRNH.
On March 20, 2014, GRNH loaned $350,000 to Cannabis Ventures Inc. After GLAG signed an
agreement with Cannabis Ventures Inc, GLAG took over the Note. The Note was later
increased to $400,000. GRNH got paid back in GLAG stock for the debt in 2017 following a
1:100 reverse split by GLAG in January of 2017. As of the last report, GRNH owned 626,237
shares of GLAG stock. James M Haas Jr received 299,075 GLAG shares separately from
GRNH as repayment for the Note and Owen Naccarato received 462,656 GLAG shares
separately from GRNH as repayment for the Note. More info in this GLAG filing.
GLAG recently did a name/symbol change to Gala Pharmaceuticals Inc (GLPH).
On June 2, 2014, GRNH raised its authorized share count from 200,000,000 to 500,000,000.
On July 3, 2014, GRNH announced that the 2nd BP Garden greenhouse in Buena Park was set
to begin full production and the BP Gardens Lincoln location was ready to begin its first full grow
cycle.
On July 31, 2014, GRNH announced plans to open a 3rd Vertical HydroGarden retail store in
Colorado. This store never happened.
On August 12, 2014, GRNH announced an agreement to acquire 51% interesting in a Southern
California based construction company named Tricor Mechanical Inc. GRNH said they hoped to
complete the transaction by the end of 2014 and that teaming with a construction company
could offer them an advantage in the cannabis industry for future projects. Tricor Mechanical Inc
was run by Arnie Robles at the time and had a website at tricormechanical.net (which is now
suspended). Information online describes Tricor Mechanical Inc as a primary a plumbing,
heating, and air conditioning repair business and HVAC/electrical contract service company.
GRNH would end up issuing 7,500,000 shares to Tricor Mechanical Inc for 26% ownership in
the company (not the 51% they touted in the press release).
GRNH mentioned new projects in an August 19, 2014 press release that would involve
Cannabis Ventures Inc and Tricor Mechanical Inc.
On September 17, 2014, GRNH mentions that Tricor Mechanical Inc would be assisting in
Arizona project and we actually get a name linked to the project - The Globe Farmacy. The
Globe Farmacy does have a medical marijuana cultivation facility in Arizona and now markets
its product through Green Panda Dispensary. Judging by information I found online, GRNH's
part in the project was not quite as big as they tried to make it sound. The project had lots of
backers including some with over $1 million invested in the project.
On November 6, 2014, GRNH officially announced its partnership with Gala Global Inc (GLAG).
GRNH reported an increase in revenues during 2014 at $476,298, but because of

administration costs (mostly consulting payments in stock), GRNH had a net loss of $6,166,224
during 2014.
GRNH issued 19,250,000 shares to consultants for services during 2014. Those shares carry a
value of $5,552,828 on the balance sheet based on the price of the GRNH stock at the time the
shares were issued. The shares ended up in the float so they were free trading.
Also of note, James M Haas Jr sold 1,000,000 shares during the first quarter of 2014 because
his holdings dropped to 51,000,000 by March 31, 2014 and David L Rudat sold 2,500,000
shares during the first quarter of 2014 because his holdings dropped to 5,000,000 by March 31,
2014. Haas could have easily made $500,000 selling his shares and Rudat $1,250,000 based
on the GRNH stock price during the first 3 months of 2014.
At the end of 2014 the share structure looked as follows:

● James Haas - 51,000,000 common shares (restricted) and 10,000,000 preferred shares
● James Haas - 8,000,000 shares that were sold into the market between 2010 and 2012
● James Haas - 1,000,000 shares that were sold into the market in 2014
● Argent Group S.A. (anonymous Panamanian entity) - 5,000,000 shares issued in 2009 -
probably sold into the market
● Unnamed associates of James Haas - 5,000,000 shares issued in 2009 - probably sold
into the market
● John P Taylor - 12,000,000 shares - issued as part of the Vertical Hydro Grow inc
acquisitions
● Donald Smith - 11,250,000 shares - issued as part of the Vertical Hydro Grow Inc
acquisitions
● David L Rudat - 2,500,000 shares that were sold into the market in 2014
● Owen Naccarato - 5,000,000 shares (restricted) issued in 2013
● Unnamed consultants - 37,000,000 shares (17,750,000 in 2013 and 19,250,000 in 2014)
$.0167/share)
● Unnamed owner of $100,000 Note from 2010 Vertical HydroGarden transaction -
10,000,000 shares (sold into the market during March 2014)
● Tricor Mechanical Inc - 7,500,000 shares (issued for 26% ownership in Tricor in 2014)
● Steven Elbogen - 750,,000 shares (for patent pending technology related to Green Sticks
in 2014)
● Private Placement Shareholders - 10,275,000 shares
.
2014 saw massive volume during the first 4 months of the year because of the incredibly hot
cannabis market during that time. During the rest of the year the price gradually worked its way
back down towards single digits.
2015
On January 15, 2015, GRNH announced some kind of partnership with Veridian Laboratories
Inc to apply supercritical carbon dioxide (CO2) technology with current molecular bio-technology
techniques to create a more robust and consistent testing system for cannabis and agriculture.
The partnership never materialized into anything real. Veridian Laboratories Inc was not
mentioned in the year end annual report.
On February 13, 2015, GRNH announced plans to open a Vertical Hydogarden Super store in
Anaheim on April 20, 2015. The store did a soft opening ahead of schedule on March 25, 2015.
Then on May 14, 2015, GRNH announced that earnings from its Vertical HydroGarden Inc
business operations were better than expected through the first 4 months of the year.
During the summer of 2015, GRNH announced plans to try to develop alternative grow solutions
that use less water, plans to develop a working relationship with native Americans Tribal
Nations on projects, and plans to market a new series of greenhouses with flexible designs.
On June 16, 2005 David L Rudat resigned as an officer/director for GRNH.
On June 24, 2015, GRNH announced that the BP Garden Lincoln project (BP Garden II) was
now operational after receiving its permits.
On July 15, 2015, GRNH announced that it had become the exclusive vendor for Canna 1
Advisors (a cannabis broker that assists clients interested in buying/selling or investing in
cannabis related businesses). Canna 1 Advisors founder, Eric Dena, joined the GRNH
advisory board at the same time. Canna 1 Advisors was not mentioned in any GRNH filings.
On August 20, 2015, GRNH announced the launch of its new lighting system known as
'GreenGro Blackout System". GreenGro Blackout System was not mentioned in any GRNH
filings.
On September 2, 2015, GRNH introduced Sustainable Home Gardens (mini garden systems for
home use). The sustainable home gardens were not mentioned in any GRNH filings.
On September 22, 2015, GRNH introduced DIY Solar Install Kits (do it yourself rooftop solar
power system kits). The DIY Solar Install kits were not mentioned in any GRNH filings.
On November 3, 2015, GRNH announced that it had hired Sweet Leaf Hydroponics as the first
of at least a dozen full service resellers that would be used to sell GRNH products. The reseller
deal must not have gone very well because Sweet leaf Hydroponics lists no GRNH products for
sale on its website. Sweet Leaf Hydroponics was not mentioned in any GRNH filings nor were
any other resellers.
Despite the opening of a Vertical Hydro Gardens Inc Superstore in march, their second
greenhouse opening for business, and announcements about the launch of new products and
new business relationships, GRNH saw only a small increase in revenues for 2015. The annual
report for 2015 showed $569,625 in sales for 2015.
2015 saw GRNH continue to issue lots free trading of shares to consultants for services.
53,100,000 shares were issued to consultants during 2015 valued at $3,300,065 based on the
trading price of GRNH stock at the time the shares were issued. All 53,100,000 shares were
added to the float and GRNH reported a new loss of $3,544,006 for the year.
During 2015, GRNH canceled the Tricor Mechanical Inc acquisition returning the 7,500,000
shares to the treasury. It looks like Tricor went through a change of ownership in 2015.
During 2015, Donald Smith (the owner of the $150,000 debt Note issued for the second
acquisition of Vertical Hydro Gardens Inc from 2013) reassigned $55,000 of the Note to a “third
party” and the $55,000 was converted into 9,000,000 free trading shares ($.006/share) which
was a very steep discount to the market price of the stock.
During 2015 1,000,000 shares were issued to Owen Naccarato for legal services.
GRNH raised more cash in 2015 by issuing 3,400,000 shares in exchange for $132,000 cash
($.038/share).

into the market
acquisition during 2011 sold into the market
acquisitions
acquisitions sold into the market between 2013 - 2015
● Donald Smith - 11,250,000 shares issued as part of the Vertical Hydro Grow Inc
acquisitions
● $55,000 of Donald Smith debt Note became 9,000,000 free trading shares ($.006) in
2014
● Owen Naccarato - 6,000,000 shares (restricted) = 5,000,000 issued in 2013 + 1,000,0000
issued in 2015
● Unnamed consultants - 90,100,000 shares (17,750,000 in 2013 + 19,250,000 in 2014 +
53,100,000 in 2015)
$.0167/share)
● Steven Elbogen - 750,000 shares (for patent pending technology related to Green Sticks
in 2014)
● Private Placement Shareholders - 13,675,000 shares (10,275,000 shares in 2014 +
3,400,000 shares in 2015)
.
All the new shares issued to unnamed consultants took its toll on the GRNH float and the GRNH
share price with the price dropping throughout most of the year.
2016
On March 2, 2016, GRNH announced the launch of 420scan.com designed to help people find
the closest medical marijuana dispensaries in their area. View the website here. 420scan was
never mentioned in any GRNH filings.
On March 8, 2016, GRNH announced record sales for the start of 2016.
On March 20, 2016, John Taylor resigned as a director and officer for GRNH. He had started
another cannabis venture named Next Generation Farming Inc which he merged into Zerez
Holdings Corp (ZRZH) in October of 2016 becoming Smart Cannabis Corp (SCNA).
On March 30, 2016, GRNH put out a sort of vague press release announcing it would be
launching a marijuana dispensary called igot420 which it said was now a GRNH affiliate
company. Igot420.com LLC was a California business entity James M Haas Jr had created way
back in 2009 but didn’t do much with. An archived version of the igot420.com website from
2011 can be viewed here. In 2013 the website was basically just a mirror of the GRNH website.
Now in 2016 Haas decided to make igot420 a separate area of business for GRNH and
launched an all new website at igot420.com. On June 23, 2017, one of the GRNH advisors,
Ramira Martinez, created a new California business entity named igot420 LLC. On the website
igot420 says that it has a dispensary location at 11307 Vanowen St in North Hollywood
California. In a June 8, 2017 press release we learn that the North Hollywood location is only
33% complete as of June 8, 2017. In a September 27, 2017 press release GRNH announced
the completion of the North Hollywood location with a planned grand opening for mid-October
2017. Even though GRNH has mentioned the North Hollywood dispensary on many occasions
in GRNH press releases, to date, GRNH has yet to mention igot420 or the North Hollywood
dispensary in any GRNH OTC filings. If one was just to go by what is in the GRNH filings,
GRNH does not own a dispensary in North Hollywood and does not own the igot420 business
entity.
On April 12, 2016, GRNH once again touted record sales crediting the new legal cannabis
industry.
On April 26, 2016, GRNH announced that it had acquired growcameras.com bringing IoT
Technology to the GRNH product line. Growcameras.com sells monitoring systems. The
growcameras.com domain was registered by James M Haas Jr on November 20, 2015 making
this just an arms length deal. The website was very briefly active in 2016 with a note about
taking pre-orders, but by May 2016 it was no longer active any more. Apparently the idea was a
flop. Growcameras was never mentioned in any GRNH filings.
On June 15, 2016, GRNH announced yet another new product idea saying that it would be
launching an industrial product line consisting of three state-of-the-art extraction and processing
units; an Essential Oil Distiller, a CO2 Extraction, and Solvent Extraction Machine enabling the
production of superior grade Cannabidiol (CBD) which could then be sold/transferred to
customers using CBD. On December 9, 2016, GRNH put out a press release that it had
acquired a high tech lab for its CBD extraction operation. Neither the lab or the operation were
ever mentioned in any GRNH filings.
On June 29, 2016, GRNH announced a Memorandum of Understanding with Cannabrands AG,
an Austrian based private equity company, to provide agricultural equipment and lease
financing for its cultivation projects. On July 12, 2016, GRNH announced that they planned on
producing a hemp infused beer together with Cannabrands AG. James M Haas Jr incorporated
a Nevada entity named CBD Ventures Inc which would be used to hold the hemp infused beer
business as well as other CBD products. On October 12, 2016, GRNH announced that GRNH
and Cannabrands AG would be launching a Vertical HydroGardens Europe as a joint venture
project. The hemp beer and Vertical Hydrogardens Europe projects never materialized because
according to the Cannabrands AG website, Cannabrands AG, which used to publicly trade on
Berlin exchange, started having problems in late 2016 then fell on hard times with its finances
eventually closed down shop and being liquidated in September of 2017. To date Cannabrands
AG has never been mentioned in any GRNH filings.
On August 4, 2016, GRNH announced that through its CBD Ventures Inc business division it
would be launching a hemp-infused energy drink line. GRNH said that its hemp-infused fruit
flavored CBD nectars would become available for retail sale on August 15, 2016. To head up
this new CBD Ventures Inc business division GRNH hired Aaron R Thomas and Stefanie
Phan-Thomas. CBD Ventures Inc has a website at cbdventures.com which shows pictures of
the energy drinks, but the drinks cannot be purchased. To date, the energy drink operation has
amounted to nothing more than pictures on a website. Neither CBD Ventures Inc or the energy
drinks were ever mentioned in any GRNH filings.
In August of 2016, John Taylor sued GRNH because of unpaid rent and unpaid expenses
related to the BP 2 Garden Inc project. As of the last disclose statement, GRNH said they felt
that they had prepaid the rent well into 2017 and were unaware of any outstanding expenses
owed. GRNH says that they are trying to work out a settlement with John Taylor.
On September 23, 2016, GRNH announced that it would be franchising its businesses in one of
3 possible tiers 1) BP Gardens tier - offering includes a turnkey two-acre facility designed to
produce up to nine million heads of lettuce per year 2) Cannabis Ventures Inc tier - for the
cultivation of Medical Marijuana 3) Vertical Hydrogarden tier - the Franchising of Vertical
HydroGarden.
On October 20, 2016 GRNH announced that it had sold its first BP Gardens franchise to
FoodRaiser Corporation in Dublin, Ohio for $7.5 million. GRNH said that FoodRaiser committed
to raising the capital to fund the $7.5 million purchase over the next six months. GRNH also
said that the companies expected to be breaking ground on the Ohio-based facility between the
second and third quarters of 2017. FoodRaiser has a website at foodraiser.com. The
FoodRaiser sale officially closed on March 27, 2017 when FoodRaiser made a $600,000 down
payment.
On November 11, 2016, GRNH announced that through its CBD Ventures Inc business division
it would be launching a line of CBD (cannabinoid derived) nutraceutical products in early 2017.
Neither CBD Ventures Inc or the nutraceutical products were ever mentioned in any GRNH
filings.
On November 30, 2016, GRNH announced that it would start selling a new 5,0000 sq foot
greenhouse model that will be made of highly technologically fortified industrial-grade glass and
designed to equip high-capacity growers with a state-of-the-art facilities designed to support
commercial level production of both agricultural produce and cannabis.
Despite all of the new products, a new store, the sale of a franchise, and the press releases
about records sales during the first part of the year, GRNH only saw a small increase in
revenues for the 2016 fiscal year. The annual report for 2016 showed $697,086 in sales.
Once again consulting payment (in the form of stock) dominated the balance sheet with
39,625,000 shares valued at $2,596,587 being issued during the year leading to a net loss of
$3,072,943.
During 2016 the remaining balance from the Donald Smith note plus $29,025 in interest was
transferred to a “third” party and converted into 22,953,451 free trading shares of stock
($.005/share).
During 2016, GRNH sold 40,000,000 in private placements raising $975,000 in cash
($.024/share average).
Of Note, Owen Naccarato sold 1,000,000 shares into the market during 2016 because his
holdings dropped from 6,000,000 shares to 5,000,000 shares.

● Unnamed associates of Haas - 5,000,000 shares issued in 2009 - probably sold into the
market
acquisitions
acquisitions Sold into the market between 2013 - 2015
acquisitions
● $150,000 of Donald Smith debt Note plus interest became 9,000,000 shares ($.006) in
2014 and 22,953,451 shares ($.005) in 2015
● Owen Naccarato - 1,000,000 shares that were sold into the market in 2016
53,100,000 in 2015 + 39,625,000 in 2016)
● Fairhills Capital - 6,500,000 shares (504 stock for cash) acquired for $.019/share during
2012
$.0167/share)
in 2014)
3,400,000 shares in 2015 + 40,000,000 shares in 2016)
GRNH saw some strong price action starting in March then saw more strong action in the fall of
2016 when the entire cannabis industry heated up for a few weeks.
2017
At some point by early 2017, GRNH had become the 100% owner of the BP Garden Inc (Buena
Park) project.
On January 25, 2017, GRNH announced that it had acquired 55% interest in Biodynastics LLC,
an Akron, Ohio-based leader in controlled environment agriculture (CEA), renewable energy
and consumer hydroponics. According to the press release, as a result of the Biodynamics
transaction, the Biodynamics CEO, Timothy Madden, became the new COO of GRNH. GRNH
said that Madden would be managing a ten-acre, $25 million Greengro hydroponic indoor farm
project with Global Renewable Resources, LLC, Shaker Heights, Ohio, along with other GRNH
mergers and acquisitions currently in progress. The Biodynamics website can be viewed here.
The Biodynamics acquisition was not mentioned at all in the next quarterly report for the period
ending March 31, 2017 (or any subsequent filings) and Biodynamics makes absolutely no
mention of GRNH on its website suggesting that the acquisition was not completed. Despite
Timothy Madden continuously being referred to as the GRNH COO in press releases, Madden
has yet to be mentioned in any GRNH filings. The GRNH press releases appear to be either
premature or flat out misleading. Timothy Madden did show up as the CEO of GLAG starting in
February 2017 as can be seen in this GLAG 10Q filing and on the OTC Markets website. GRNH
also put out a press release on February 14, 2017 mentioning Madden’s new role as the CEO of
GLAG. The same time that Madden took over as the GLAG CEO James M Haas Jr moved into
a just a consulting role for GLAG. GLAG recently changed its name/symbol to Gala
Pharmaceutical Inc (GLPH).
On February 3, 2017, GRNH introduced a new $22,000 sq foot all glass greenhouse design.
The greenhouse is described as a PV solar glass greenhouse designed to facilitate the
industrial cannabis grower’s cultivation and harvesting requirements specifically designed to
make the most profitable use of functional space for growers producing within the 22,000-sq.-ft.
parameter, while also providing precision temperature, humidity and light control to ensure the
production of the highest quality food grade product,
On February 7, 2017, GRNH announced that it was launching a new division called
GenoBreeding with the goal of improving cannabis strains through the application of modern
plant breeding technologies. Haas added that the goal would be to eventually spinoff
GenoBreeding into its own company. Later press releases would mention GenoBreeding as
being used to develop special strains for the igot420 dispensary operation. On September 13,
2017, GRNH announced a big shift in the company’s focus towards the cannabis breeding and
cloning industry. A website for GenoBreeding was launched at genobreeding.com. The
website described GenoBreeding as a subsidiary of GRNH operating in partnership with
Controlled Environment Genomics Inc. Controlled Environment Genomics Inc (which was
founded and controlled by Timothy Madden) was at this time said to be a wholly owned
subsidiary of Haas and Naccarato’s other public ticker GLAG which now trades as Gala
Pharmaceuticals Inc (GLPH). On February 14, 2017, GRNH announced that it had acquired
intellectual property (IP) rights belonging to Controlled Environment Genomics Inc from GLAG.
The deal required GRNH to convert debt owed to GRNH by GLAG into equity (stock). I assume
the debt mentioned is the $350,000 that GRNH let GLAG borrow back on March 20, 2014
because during the first quarter of 2017, the $350,000 loan which had increased to $400,000
(according to GRNH filings) was converted into 1,387,970 shares of GLAG stock. The
conversion happened on March 24, 2017 (not long after GLAG had done a 1:100 reverse split).
462,657 shares went to GRNH, 462,657 shares went to James M Haas Jr, and 462,656 shares
went to Owen Naccarato. James M Haas Jr later transferred 163,581 of his shares to GRNH
raising the total owned by GRNH to 626,237 shares. More info in this GLAG filing. GLAG
announced in a 10Q filing that it agreed to acquire 80% interest in Controlled Environment
Genomics Inc on May 8, 2017 in exchange for a new series of the Company’s preferred shares,
and issued 5,000,000 restricted common shares in exchange for CEG's intellectual property.
GLAG has been calling Controlled Environment Genomics a wholly owned subsidiary in press
releases since May of 2017, but according to the most recent GLAG 10Q, as of August 31,
2017, GLAG had yet to close on the Controlled Environment Genomics Inc acquisition. So if
GLAG still does not officially own any part of Controlled Environment Genomics Inc as of August
31, 2017 and didn’t acquire CEG’s intellectual property until May 2017 it’s extremely fishy the
way that GRNH claimed to acquired IP rights belonging to Controlled Environment Genomics
Inc from GLAG back on February 14, 2017. Controlled Environment Genomics Inc wasn’t even
incorporated as a business entity until April 5, 2017. To date neither GenoBreeding nor
Controlled Environment Genomics Inc have been mentioned in any GRNH filings. Timothy
Madden stepped down as the GLAG CEO in October of 2017 putting into question if
GLAG/GLPH will ever complete the acquisition of Controlled Environment Genomics Inc.
On February 9, 2017 GRNH entered into a commercial lease agreement for space adjacent to
their Lincoln Avenue Vertical Hydro Garden retail store location. The lease agreement required
GRNH to pay $10,750/month for the first year, $11,288/month for the second year, and
$11,852/month for the third year.
On February 17, 2017, GRNH entered into a toxic financing agreement with St George
Investments LLC (John M Fife) in which GRNH borrowed $1,000,000 from St George
Investments LLC in exchange for a $1,120,000 debt Note convertible into GRNH stock after 1
year at 65% of the lowest closing market price. St. George Investments LLC received
2,000,000 shares upfront for signing the agreement. During the third quarter of 2017, St
George Investment LLC (John M Fife) agreed to provide up to $4,000,000 in financing and
GRNH and the amount due on the $1,120,000 Note had grown to $1,398,250 plus $68,888 in
interest. St. George Investments LLC also signed a financing agreement with GLAG at the
same time.
On February 22, 2017, GRNH mentioned another project with Cannabrands AG in a press
release. As was mentioned in early in this report, Cannabrands AG started to fall on tough
times in the fall of 2016 and by September of 2017 it had gone out of business and was in the
process of being liquidated according to the Cannabrands AG website. Cannabrands was
never mentioned in any GRNH filings.
On March 2, 2017, GRNH announced that it had signed a 40 year lease to develop a 4.5 acre
property as part of a Cannabis Ventures Inc. (a subsidiary of Gala Global Inc. (GLAG)),
cultivation franchise in Adelanto, Calif., a San Bernardino County community with commercial
regulations for large-scale cannabis growing and harvesting as part of GRNH’s Tier 2
franchising initiative. To date the project has not been mentioned in the GRNH filings.
On March 12, 2017, GRNH acquired weedwall.com in exchange for $10,000 and 6,000,000
shares of GRNH stock. Weedwall.com is basically just a social media site used to discuss
cannabis related topics with user’s questions/comments being posted on a shared community
wall. The website doesn’t look very active. The company was founded by Sergio Stephano in
2011.
On March 27, 2017, GRNH received a $600,000 from FoodRaiser as a down payment for the
BP Garden Inc franchise agreement that GRNH had announced in October of 2016. The
$600,000 was recorded as revenue on the GRNH balance sheet.
On April 10, 2017 GRNH raised its authorized share count from 500,000,000 to 2,000,000,000.
During the 2nd quarter of 2017, GRNH gave $727,295 in cash to two different private
companies controlled by the GRNH CEO, James M Haas Jr. In exchange James M Haas Jr
executed two promissory Note with unnamed private company #1 issuing a $157,000 debt note
to GRNH and private company #2 issuing a $600,000 debt note to GRNH.
During the 3rd quarter of 2017, GRNH advanced more cash to the James M Haas Jr private
companies making the total amount of cash transferred from GRNH to the two Haas owned
private businesses $932,234. Despite the increase in cash the size of the Notes did not
change.
According to the GRNH filings, by June of 2017, GRNH closed escrow on the purchase of a
building in Cathedral City California which it plans on using for a marijuana dispensary. The
building came with three pre-existing licenses 1) Manufacturing Medical Cannabis License, 2)
Cultivation Medical Cannabis License and 3) a Dispensary Medical Cannabis License. The cost
of the building (plus licenses) was $1,906,667. GRNH will finance the purchase using a
convertible Promissory Note to ILIAD Research and Trading LP (John M Fife). All total ILIAD
Research and Trading LP (John M Fife) agreed to provide up to $4,000,000 in financing. GRNH
issued a $4,420,000 Note to ILIAD Research and Trading LP (which included a $400,000
discount and $20,000 legal expense) in exchange for the $4,000,000 in financing. As of the last
quarterly report, GRNH had drawn out $2,108,500 from the $4,000,000 financing agreement.
GRNH applied $2,000,000 to the Cathedral City project in June of 2017 then drew out another
$108,500 in November of 2017 for general expenses. ILIAD Research and Trading LP was also
given the option to purchase up to 12,500,000 GRNH shares for $.08/share. GRNH announced
the plans to initiate the building of a new igot420 marijuana dispensary in a press release on
April 27, 2017. In a May 9, 2017 follow up press release GRNH announced that it had secured
$4 million in financing (the ILIAD Research and Trading LP money) to use towards the igot420
dispensary. A June 8, 2017 press release clarifies that $2 million of the $4 million in financing
was applied right away and the other $2 million being drawn down as the project progresses.
That June 8, 2017 press release also points out that the older North Hollywood project is only
33% complete as of June 8, 2017. In a September 27, 2017 press release GRNH announced
the completion of the North Hollywood location with a planned grand opening for mid-October
2017. GenoBreed would be used to help develop special strains to be sold at the dispensary.
Though GRNH does mention the Cathedral City property it its filings, GRNH has yet to mention
igot420 by name or the older North Hollywood igot420 dispensary project in any of its filings. If
one was just to go by what is in the GRNH filings, GRNH does not own a dispensary in North
Hollywood and does not own the igot420 business entity. The igot420 website does mention
GRNH and does list both properties with the Cathedral City property dubbed as coming soon.
On May 25, 2017 GRNH announced that it had hired M&K CPAs of Houston, Texas to complete
an audit so that GRNH could file an S-1 registration statement to become a fully reporting
company again. GRNH also mentioned plans to try to uplist to the NASDAQ in the press release
which is a ridiculous statement to make. So far 8 ½ months have passed and no S-1 has been
filed. On the same day, May 25, 2017, GRNH also announced that it had hired a new IR firm -
Investor Relations Partners.
On June 16, 2017, GRNH announced that it had hired Dr. Maqsood Rehman as the new COO
pretty much settling the debate about whether or not Timothy Madden was the COO as was
mentioned in the January 2017 Biodynamics press release. Maqsood Rehman also joined the
GLAG/GLPH party taking over for Timothy Madden as the CEO of GLAG/GLPH in October of
2017. Since Timothy Madden appears to be out of the picture for both GRNH and GLAG/GLPH
it puts into great doubt us ever seeing Biodynamics Inc or GenoBreeding/Controlled
Environment Genomics Inc mentioned in the GRNH filings. Dr. Maqsood Rehman is described
as a a leading horticulture geneticist, for the development, patenting and licensing of cannabis
strains. Following the hiring of Dr Maqsood Rehman as the new COO, GRNH announced a
joint venture agreement between GenoBreeding and Dr. Rehman. Under the terms of the
agreement, GenoBreeding will own 60 percent of the JV, and Dr. Rehman 40 percent. Neither
Dr. Maqsood Rehman nor the new joint venture project or GenoBreeding were mentioned in the
most recent GRNH quarterly statement for the period ending September 30, 2017.
On July 16, 2017, GRNH announced that Biodynamics LLC was awarded a contract to sell a
branded photovoltaic (PV) solar glass hydroponic vegetable greenhouse as part of a $17 million
purchase agreement with GH Farms Group, LLC, an Ohio-based greenhouse company. To
date GRNH has yet to mention Biodynamics LLC in any GRNH filings and GRNH is not
mentioned on the Biodynamics LLC website.
On August, 11, 2017, GRNH executed a sublease agreement for a commercial space in Los
Angeles through February 28, 2018 at $18,000/month.
On August 16, 2017, GRNH announced that it has received a commitment from Ohio Medicinal
Gardens LLC, based out of Akron, Ohio, to build a state of the art Level-I 25,000 square foot
medical marijuana facility. The proposed transaction was not mentioned in the subsequent
quarterly statement for the period ending September 30, 2017.
On September 30, 2017, James M Haas Jr worked out a settlement agreement with GRNH for
unpaid wages. Haas Jr took $2,400,000 in unpaid wages due to him from his 2009 employee
agreement ($250,000 for 2010; $300,000 for 2011; $450,000 for 2012; $650,000 for 2013;
$750,000 for 2014) and turned it into a $2,400,000 convertible debt Note. Haas Jr then agreed
to forgive $1,850,000 and change the Note into a $550,000 Note convertible into 27,500,000
shares of GRNH stock at $.02/share. As of November 22, 2017 the 27,500,000 shares had not
been issued to James M Haas Jr.
On October 12, 2017, GRNH announced that Biodynamics, Inc., was awarded a $8.4 million
purchase contract to build a 2-acre turn-key fully automated photovoltaic solar glass hydroponic
cannabis greenhouse in Greenfield California, for Canna Culture Collective Inc. Biodynamics
Inc has never been mentioned in any GRNH filings.
Through November 22, 2017 (the first 10 1/2 months of 2017), GRNH had issued another
40,025,000 share to unnamed consultants valued at $1,929,650.
During the first 9 months of 2017, Owen Naccarato had received another 700,000 shares for
services.
During the first 9 months of 2017, GRNH donated 4,000,000 at no cost to some unnamed
recipient(s).
During the first 9 months of 2017, GRNH sold 3,000,000 shares in private placements raising
$90,000 cash ($.03/share)
In the quarterly report for the period ending September 30, 2017, James M Haas’ holdings have
dropped from 51,000,000 to 30,870,185 shares meaning those 20,129,815 shares were
probably sold into the market.
Take away the $600,000 downpayment from FoodRaiser and GRNH revenues through the first
9 months of 2017 would have been only slightly higher than through the first 9 months of 2016.
As of September 30, 2017, GRNH reported $1,304,526 in revenues.
As of November 22, 2017 (the date of the last disclosure statement) the GRNH share structure
looked as follows:

into the market
acquisitions
acquisition Sold into the market between 2013 - 2015
acquisitions possibly sold into the market
● $150,000 of Donald Smith debt Note plus interest became 9,000,000 shares ($.006) in
2014 and 22,953,451 shares ($.005) in 2015
● David L Rudat - 5,000,000 shares - possibly sold into the market
● Owen Naccarato - 1,000,000 shares that were sold into the market in 2016
53,100,000 in 2015 + 39,625,000 in 2016 + 40,025,000 in 2017)
$.019/share during 2012 no doubt sold into the market since then
$.0167/share) sold into the market in 2013
$.0367/share during 2013 no doubt sold into the market by now
in 2014)
3,400,000 shares in 2015 + 40,000,000 shares in 2016 + 3,000,000 in 2017)
● Sergio Stephano (weedwall) - 6,000,000 shares issued in 2017
● St George Investments LLC (John M Fife) - 2,000,000 shares issued in 2017
● Unnamed recipient(s) - 4,000,000 shares received as a donation during 2017
During the first 9 months of 2017, GRNH saw its price slowly bleed back down towards its late
2015/early 2016 levels.
In December of 2017 just about the whole cannabis industry saw gains with the upcoming
legalization of marijuana in California starting Jan 1st. GRNH quickly returned back to that $.04
range once the industry cooled back off.
The next GRNH filing (the annual report for 2017) isn’t due out until April 1, 2018 so it will be a
while before we get any more disclosure in the form of an OTC filing. As of now there is still a
lot of businesses/projects/agreements that GRNH has touted in press releases that have not
made it into any GRNH filings.
Some things that GRNH has put in press releases that it has yet to mention in its OTC filings
include:
● The Arizona medical marijuana cannabis cultivation project

● FLUX Lighting
● The Veridian Laboratories Inc partnership
● Canna 1 Advisors
● The GreenGro Blackout lightening system
● Sustainable home gardens
● The DIY do it yourself solar kits
● Sweet Leaf Hydroponics (alleged reseller of GRNH products)
● 420scan
● Growcameras
● The CBD extraction operation and high tech CBD lab
● CBD Ventures Inc (which GRNH claims in press releases is a wholly owned subsidiary)
● The CBD Ventures Inc hemp-infused energy drink business
● The CBD Ventures Inc joint nutraceuticals project
● Biodynamics Inc (which GRNH claims in press releases is a wholly owned subsidiary)
● Timothy Madden as COO
● Cannabrands AG (GRNH claimed in press releases to have two big projects with them)
● GenoBreed Inc (which GRNH claims in press releases is a wholly owned subsidiary)
● Controlled Environment Genomics Inc (which GRNH claims to have bought IP from)
● Igot420 LLC (which GRNH claims in press releases is a wholly owned subsidiary)
● The North Hollywood dispensary
● The Cannabis Ventures Inc 4.5 acre joint cultivation project
● Dr. Maqsood Rehman as COO
● The Maqsood Rehman/GRNH joint venture project
● M&K CPAs (which GRNH claims they hired to do an audit for an S-1 filing)
● The GH Farms Group LLC $17m hydronic vegetable greenhouse purchase agreement
● The Ohio Medicinal Gardens LLC medical marijuana facility purchase agreement
● The Canna Culture Collective Inc $8.4m cannabis greenhouse facility purchase
agreement
Other fishy things that GRNH and its insiders have done:
● GreenGro Technologies Inc was set-up by Raymond McNamee (recivisist securities

violator)
● 57,500,000 shares were originally issued to an anonymous Pamanian entity as part of
the GreenGro Technologies Inc acquisition in 2009 (only 52,500,000 of the 57,500,000
shares were later cancelled when the agreement was terminated)
● James M Haas Jr originally put his share ownership in his mother’s name (Irene L Haas)
● James M Haas Jr issued 20,000,000 additional shares to unnamed recipients for the
GreenGro Technologies Inc acquisition in 2010 or 2011 several months after the
acquisition had taken place.
● James M Haas Jr sold/disposed of 8,000,000 shares in 2011/2012
● GRNH touted the acquisition of Vertical Hydro Gardens Inc from 2011 - 2013 then
changed it to just the acquisition of some pending patents. GRNH then acquired the
business a second time in 2014
● $250,000 in debt Notes ($100,000 then $150,000) issued between the two Vertical
Hydro Gardens Inc acquisitions was all transferred to third parties to be turned into super
discounted free trading stock - 41,953,451 shares total
● The hiring of Stephen P Corso Jr’s assistant, Matt Ditonto as the GRNH accountant
starting in May of 2013.
● The Gala Global Inc (GLAG) connections to GRNH including GLAG issuing stock to
James M Haas Jr and Owen Naccarato as repayment for money that GRNH provided
● James M Haas Jr sold/disposed of 1,000,000 shares during the big run up in the share
price in early 2014
● David L Rudat sold/disposed of 2,500,000 shares during the big run up in the share price
in early 2014
● John P Taylor sold/disposed of 8,000,000 shares between 2013 - 2015 while serving as
an officer/director
● James M Haas sold/disposed of 20,129,185 shares during 2016
● Between 2013 - 2017 GRNH issued 169,750,000 free trading shares of stock to
unnamed consultants. The shares carried a total value of $14,436,495 based on the
price when they were issued
● GRNH donated 4,000,000 shares worth more than $300,000 to some unnamed
recipient(s) during the first half of 2017
● GRNH transferred $932,234 in cash to two private businesses owned by James M Haas
Jr during 2017 receiving debt Notes for $157,000 and $600,000 in return
● GRNH announced more than 2 dozen acquisitions/transactions/projects/hirings in press
releases that were never mentioned in any GRNH filings (see previous section of this
report)

EXHIBIT 2
3/13/2018 Owen H. Naccarato (Release No. LR-24024; Jan. 5, 2018)
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ABOUT DIVISIONS ENFORCEMENT REGULATION EDUCATION FILINGS NEWS
ENFORCEMENT
SEC Charges California-Based Attorney with
Accounting and Auditing
Enforcement Releases
Securities Registration Violations
Administrative
Proceedings
Litigation Release No. 24024 / January 5, 2018
ALJ Initial Decisions Securities and Exchange Commission v. Owen H. Naccarato,

ALJ Orders Civil Action No. 1:17-cv-24682-JLK (S.D. Fla. led December
26, 2017)
Amicus / Friend of the
Court Briefs
The U.S. District Court for the Southern District of Florida yesterday entered Final SEC Complaint
Fair Funds Judgment in a Securities and Exchange Commission case against California-based
attorney Owen H. Naccarato for violating the securities registration provisions of the
Information for Harmed federal securities laws.
Investors
The SEC's complaint alleges that in September 2013, Naccarato issued two opinion
Litigation Releases letters pursuant to Rule 144 of the Securities Act of 1933 ("Securities Act") improperly
concluding that Global Digital Solutions, Inc. ("Global Digital"), a Florida-based microcap
Opinions and company, was not a shell company and that certain shareholders were not affiliates of
Adjudicatory Orders
Global Digital. The SEC's complaint further alleges that Naccarato improperly instructed
Global Digital's transfer agent to remove the restrictive legends from these shareholder
Receiverships
certificates. Many of the shares were then sold in unregistered public distributions.
Stop Orders
Naccarato consented to the entry of the Final Judgment without admitting or denying
Trading Suspensions any of the allegations in the Commission's complaint. The Final Judgment permanently
enjoins Naccarato from violating Sections 5(a) and 5(c) of the Securities Act, and orders
him to pay $1,000 in disgorgement, $127.77 in prejudgment interest, and a civil penalty
of $10,000.
The Final Judgment also prohibits Naccarato, for a period of five years, from directly or
indirectly providing, or receiving compensation from the provision of, professional legal
services to any person or entity in connection with the offer or sale of securities
pursuant to, or claiming, an exemption under Section 4(a)(1) predicated on Securities
Act Rule 144, or any other exemption from the registration provisions of the Securities
Act, including, without limitation, participating in the preparation or issuance of any
opinion letter related to such offering or sale.
The SEC's investigation was conducted by Jacqueline M. O'Reilly with assistance from
Russell Koonin, and supervised by Thierry Olivier Desmet, all in the Miami Regional
Office.
Modified: January 5, 2018
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2018.04.11 GreenGro Complaint FINAL

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2018.04.11 GreenGro Complaint FINAL

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1 GLOBAL LEGAL LAW FIRM

Christopher R. Dryden, Esq. (234476)

8 Attorneys for Plaintiffs JOSEPH EARLE and

10 ORANGE COUNTY SUPERIOR COURT

27 Plaintiffs JOSEPH EARLE and KARL GRAFF allege as follows:

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 1

18 the Chief Executive Officer and president of both of these Defendants.

21 employed in Orange County, State of California. He is a California-licensed attorney.

22 7. Defendant FIDELITY STOCK TRANSFER, Inc. (“FIDELITY”) is a stock

25 stock transfer agent of GRNH.

28 Orange County, State of California.

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 2

28 all times mentioned herein, completely dominated, influenced, managed, operated

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 3

15 Defendant HAAS to himself and/or a trust or other corporations.

17 herein, Defendant GRNH was organized by Defendant HAAS as a device to

18 avoid individual liability and for the purpose of substituting a financially

19 irresponsible corporation in the place of and instead of Defendant HAAS, and

20 accordingly, Defendant GRNH was formed with capitalization totally inadequate

21 for the business in which said corporation was engaged.

23 existence of Defendant GRNH would, under the circumstances, sanction a fraud

25 judgment in their favor.

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 4

16 Defendants HAAS and NACARRATO and Defendant GALA and that

17 individuality and separateness of Defendants HAAS and NACARRATO and

18 Defendant GALA have ceased.

21 framework which Defendants HAAS and NACARRATO used as a conduit for

22 the conduct of their personal business, property, and affairs.

25 device conceived and operated by Defendants HAAS and NACARRATO,

27 and diverted by Defendant HAAS to themselves and/or a trust or other

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 5

16 each is therefore fully liable for the acts of the other.

19 liability of which Plaintiff is presently unaware.

21 SECURITIES FRAUD ALLEGATIONS

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 6

27 it (a processed known in the industry as “pump and dump”).

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 7

16 market during periods of paid promotion of the stock.

20 cover an acquisition that dated to many months before that date.

23 in others non-existent altogether.

24 33. Although Defendants HAAS, NACARATTO, and GRNH had previously

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 8

23 That didn’t even come close to happening.

26 that assists clients interested in buying/selling or investing in cannabis related businesses).

28 1 Advisors was not mentioned in any GRNH financial filings.

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 9

15 GRNH filings nor were any other resellers.

17 FACTS RELEVANT TO KARL GRAFF

19 41. Plaintiff GRAFF is an advertising consultant with numerous years of experience

21 companies and others.

25 in the name of Benchmark Capital.

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 10

20 48. Within weeks, Plaintiff GRAFF introduced Defendant HAAS, on behalf of

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 11

15 Defendant GALA around the same time.

19 (10% of $5,000,000 in financing that Plaintiff facilitated).

20 53. On or about August 2, 2017 Defendant GRNH communicated to Plaintiff GRAFF

23 (1,250,000) shares due to Plaintiff under the Graff Consulting Agreement.

25 Graff Consulting Agreement. In addition to facilitating $5,000,000 in loans for Defendant

27 tasks, as assigned to him by Defendant GRNH.

COMPLAINT FOR DAMAGES, DEMAND FOR JURY TRIAL - 12

9 FACTS RELEVANT TO JOSEPH EARLE

18 headquarters, Defendant HAAS informed Plaintiff EARLE that he wanted to develop a

20 pharmaceutical manufacturing contacts.