Filing # 66489853 E-Filed 01/12/2018 02:13:11 PM.
IN THE CIRCUIT COURT OF THE 11" JUDICIAL CIRCUIT OF FLORIDA.
IN AND FOR MIAMI-DADE COUNTY, FLORIDA
MCIG, INC., Case No,
ff
vs,
MIDAM VENTURES, LLC
Defendant
and
ISLAND CAPITAL MANAGEMENT, LLC,
d/b/a/ Island Stock Transfer
Defendant
/
COMPLA\
Plaintiff, mCig, Inc., (*MCIG” or “Plaintiff”), a Nevada corporation, by and
through their counsel hereby sues the Defendant Midam Ventures, LLC (“Midam” or
“Defendant”) does aver and allege as follows.
1, This is an action within the jurisdiction of this Court as a matter in controversy
which exceeds the sum of $15,000, exclusive of interest, attorney’s fees, and costs.
2. PlaintifY MCIG was and currently is a corporation organized in the State of Nevada
with its headquarters and its principal place of business located in the State of Florida,
who was at all times relevant to this claim headquartered in, and with its principal place
of business in, the State of Nevada,3. Defendant Midam was and currently is a limited liability company organized
under the laws of the State of Florida, and is at all times relevant herein authorized to do
business in the State of Florida
4. This Court has jurisdiction over the Defendant, Midam Ventures, LLC, pursuant to
Florida Statute §§ 48.193 (1)(a)(i) and (1)(a)(vii),
5. Island Capital Management, LLC (“Island Stock Transfer”) is a Florida limited
liability company organized under the laws of the State of Florida, is doing business as
Island Stock Transfer, and has at all times relevant herein been authorized to do business
in the State of Florida
6 Venue is proper in Miami-Dade County based on the venue selection section of
the service agreement between MCIG and Midam and because Midam regularly conducts
business in Miami-Dade County.
Statement of Facts
“ On May 22, 2017, Plaintiff entered into a service agreement with the Defendant,
through an Engagement Letter drafted by the Defendant. The purpose of the agreement
was for the Defendant to provide “business advisory and consulting services for the
purpose of creating market awareness of the Company”
8. For these services, Plaintiff agreed to transfer to Defendant 3,000,000 restricted
shares of common stock of MCIG, valued on May 22, 2017 at $645,000.
9. On May 22, 2017, Plaintiff transferred 3,000,000 restricted shares to Defendant
through the use of Island Stock Transfer, a full-service transfer agency.
10. In the months of June and July, numerous phone calls were made between Paul
Rosenberg (Plaintiff's CEO) and Defendant, and Michael Hawkins (Plaintiff's CFO) andDefendant, regarding the limited work being done, and PlaintifY’s dissatisfaction with the
limited services being rendered versus what was promised in the service agreement
11, On August 18, 2017, after attempting to obtain services owed by Defendant per the
service agreement for months without any success, Plaintiff terminated the agreement for
failure to provide services under the terms of the agreement
12. On or about December 13, 2017, Defendant made a request to Island Stock
Transfer that the restriction be removed from the 3,000,000 restricted shares. By
removing the restrictions, also referred to as “removal of the legend”, Defendant would be
able take ownership of and have the ability to sell unrestricted shares on the open market.
13 On December 15, 2017, Plaintiff responded to the request by Defendant with a
denial of the request, along with an accompanying opinion letter explaining why the
restricted shares shall remain restricted.
14, On or around December 15, 2017, Plaintiff requested the Defendant to provide
evidence of all business advisory and consulting services provided to Plaintiff in
fulfillment of the agreement
15. In response to Plaintif’s request, on December 21, 2017, Defendant provided
screenshots of a promotion of MCIG on www.marijuanastocks.com and twitter posts
made through the MCIG Twitter account, The screenshots do not depict any activity after
July 2017.
16, The posting of advertisement on a website the Defendant owned and the posting of
PR on the Plaintiff’s Twitter account, does not constitute business advisory or consul
ng
services for the purpose of creating market awareness.
17. Defendants never provided any consulting services or advice to Plaintiff on how to
best market their business, in accordance with the service agreement