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Cameron M. Hall; AZ Bar No.
025177 f
THE LAW FIRM OF CAMERON HALL
& ASSOCIATES, LLC
24230 N. 25' St.
Phoenix, AZ 85024 APR CC 2010
Telephone: 602.639.4839
Facsimile: 602.513.7449 ;ACHAEL it.2ANEs. =FOC
M. SIMPSON
Cameron@HallLaw.corn
Attorney for Plaintiffs
MARK and LISA PINSON
SUPERIOR COURT OF THE STATE OF ARIZONA
COUNTY OF MARICOPA
MARK PINSON and LISA PINSON, Case No.

CV 2010-051514
husband and wife, in their separate capacity
as well as their joint-capacity as co-owners in VERIFIED COMPLAINT
the undivided ownership of their marrrital --AND—
community property; REQUEST FOR INJUNCTIVE
RELIEF
Plaintiffs,
(Breach of Contract; Breach of the
v. Implied Warranty of Good Faith and
Fair Dealing; Fraud/Fraud in the
BULLICK ENTERPRISES L.L.C., a Inducement; Negligent
domestic Arizona limited liability company; Misrepresentation; Promissory
BRIAN P FISHER and JANE DOE Estoppel; Unjust Enrichment;
FISHER; individuals and members of Tortious Interference with
BULLICK ENTERPRISES L.L.C.; Contractual Relations; Breach of
CHARLES B TALLEY and JANE DOE Fiduciary Duties; Application for
TALLEY, also individuals and members of Involuntary Judicial Dissolution; Civil
BULLICK ENTERERPRIESES L.L.C.; Conspiracy; Pattern of Unlawful Acts
JOSHEPH R. DRAKE and JANE DOE (A.R.S. § 13 2301); Piercing the
DRAKE, also individuals and members of Corporate Veil; Officer & Director
BULLICK ENTREPREISES L.L.C.; Liability; Violation of Uniform
JOSEPH R. DRAKE as the alleged Fraudulent Transfers Act (A.R.S. §44-
manager of BULLICK ENTERPRISES 1004); Violation of Arizona's Blue Sky
L.L.C.; and JOHN and JANE DOES I-X, Laws (A.R.S. § 44-1991); Action to
ABC CORPORATIONS I-X; ABC Void Contract for Sale of Securities
PARTNERSHIPS I-X; and ABC LIMITED (A.R.S. § 44-2001); Constructive
LIABILITY COMPANIES I-X; Fraud; Injunctive Relief)
Defendants. (Jury Trial Requested)
Page 1 of 37
1 Plaintiffs MARK and LISA PINSON (“Plaintiffs” and/or “PINSONS”), by and
2
through undersigned counsel, hereby complain and allege against the above-named
3
Defendants as set forth below:
4
5 PARTIES, VENUE, JURISDICTION
6 1. Plaintiffs MARK and LISA PINSON are married individuals who have at all times
7
material hereto been domiciled in Arizona and have resided in Maricopa County. Neither
8
MARK PINSON nor LISA PINSON is a minor or otherwise incapable of pursuing this
9
10 litigation.
HALL & ASSOCIATES
11 2. Defendant BULLICK ENTERPRISES L.L.C. (“BULLICK”) was organized and

Tel: 602.639.48 39 – Cameron@Hall Law .com
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12
formed as a domestic for-profit limited liability company under the provisions of the
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
Arizona Limited Liability Company Act, A.R.S. § 29-601 et seq., (the “LLC Act”) on or
14
15 about the 18th day of May, 2007. Under A.R.S. 29-601(A)(1), an Arizona limited liability
16 company may “[s]ue and be sued, complain and defend in its name and in all courts.”
17
3. The Articles of Organization for BULLICK identify the company’s legal and
18
domestic address as: 11259 E. Via Linda Lane, Suite 100-57, Scottsdale, AZ 85259.
19
20 [attached hereto as “Exhibit 1”].
21 4. The Articles of Organization for BULLICK, as filed with the Arizona Corporations
22
Commission (“ACC”), state that the organizers of the entity elected to become a
23
“member-managed” rather than a “manager-managed” company. [Id.]. Thus, under A.RS
24
25 § 29-632(6)(b), all members known at the time of organization of the company must be
26 identified in the articles of organization, regardless of the amount of their respective

27
ownership.
28
Page 2 of 37
1 5. Three (3) sets of original members were originally identified as BULLICK’s
2
complete membership at the time of formation. [Id.]. These three sets of identified
3
members were: (a) Defendants BRIAN P. FISHER and JANE DOE FISHER (the
4
5 “FISHERS”), who are identified as residents of the state of Minnesota; (b) Defendants
6 CHARLES B. TALLEY and JANE DOE TALLEY (the “TALLEYS”), who are
7
identified as residents of the state of Colorado; and (c) JOSEPH R. DRAKE and JANE
8
DOE DRAKE (“DRAKES”), who are identified as residents of the state of Arizona.
9
10 Each of the spouses of Fisher, Talley and Drake were not listed as original members, but
HALL & ASSOCIATES
11 are included here due to their spousal interest in the marital community.
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6. Defendant JOSEPH R. DRAKE was also initially named the agent for service of
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
process and is the organizer of the LLC who signed and executed approval and
14
15 submission of the Articles of Organization to the Arizona Corporations Commission on
16 behalf of the other listed members. [Id.].

17
7. Upon information and belief, the DRAKES are, and were at all times material
18
hereto were, residents of the County of Maricopa, State of Arizona, and domiciled at the
19
20 same address listed as the domestic addresses for BULLICK: 11259 E. Via Linda Lane,
21 Suite 100-57, Scottsdale, AZ 85259.

22
8. Defendants BULLICK, the FISHERS, TALLEYS, and DRAKES are, each and
23
every one, individually and severally, alleged to have committed acts/or omissions
24
25 causing damages and harm to the PINSONS and to one other, under theories sounding in
26 both contract and in tort, all as further described infra.

27
9. The acts and/or omissions of the Defendants each occurred in, or had their primary
28
effect in, Maricopa County, Arizona.
Page 3 of 37
1 10. Upon information and belief, the proper domicile address for the PACKERS and
2
TALLEYS are located without the state of Arizona. The TALLEY’s address is: 7384 S.
3
Calawba Way; Aurora, CO 80016. The FISHERS’ address is: 553 97th St. NW;
4
5 Monticello, MN 55362.
6 11. Defendants JOHN and JANE DOES I-X are persons whose proper legal name and
7
identity are currently unknown to Plaintiffs. Plaintiffs hereby reserve the right to amend
8
this Complaint to reflect the proper name and identity of such Defendant(s) upon learning
9
10 such information.
HALL & ASSOCIATES
11 12. Defendants ABC CORPORATIONS I-X are for-profit business entities whose
THE LAW FIRM OF
12
proper legal name and identity are currently unknown to Plaintiffs. Plaintiffs hereby
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
reserve the right to amend this Complaint to reflect the proper name and identity of such
14
15 Defendant(s) upon learning such information.
16 13. Defendants ABC PARTNERSHIPS I-X are for-profit business entities whose
17
proper legal name and identity are currently unknown to Plaintiffs. Plaintiffs hereby
18
reserve the right to amend this Complaint to reflect the proper name and identity of such
19
20 Defendant(s) upon learning such information.
21 14. Defendants ABC LIMITED LIABILITY COMPANIES I-X are for-profit business
22
entities whose proper legal name and identity are currently unknown to Plaintiffs.
23
Plaintiffs hereby reserve the right to amend this Complaint to reflect the proper name and
24
25 identity of such Defendant(s) upon learning such information.
26 15. This Court has general in personam jurisdiction over Defendants BULLICK, the
27
DRAKES, PACKERS, and TALLEYS because, during times material to this Complaint,
28
each and every Defendant, either directly or through its direct business relationships and
Page 4 of 37
1 connections, has maintained substantial and/or continuous and systematic contacts with
2
the State of Arizona as evidenced by the following particulars:
3
A. The primary contractual agreements at issue were substantially performed in
4
5 Arizona; and,
6 B. Defendant BULLICK has regularly conducted commercial activities and

7
transactions within Arizona and/or with residents of the state of Arizona.
8
16. In addition, and in the alternative, this Court has specific in personam jurisdiction
9
10 over Defendants BULLICK, the DRAKES, PACKERS, and TALLEYS, because such
HALL & ASSOCIATES
11 Defendants purposely availed itself/themselves of the privilege of conducting commercial

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activities in Arizona; the Plaintiffs’ claims arise and/or result from those activities; and the
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
exercise of jurisdiction would be reasonable.
14
15 17. Further, under A.R.S. § 44-2031(A), this Court has in rem jurisdiction over any
16 alleged solicitation, offering, or sale of securities involving property interests existing or

17
defined under Arizona law.
18
18. Moreover, under A.R.S. § 44-2031(C), this Court is specifically authorized to
19
20 accept jurisdiction over the spouse of any person alleged to have violated Arizona’s “Blue
21 Sky” laws, in order to determine the liability of the marital community. A.R.S. § 44-1801
22
to 44-2126.
23
19. Venue is proper in accordance with A.R.S. § 12-401(1); A.R.S. § 12-401(18);
24
25 A.R.S. § 44-2031(B); and Article 14 § 8 of the Arizona Constitution.
26 20. This Court has original jurisdiction over the claims set forth in this Verified
27
Complaint in accordance with A.R.S. § 12-123 and Article 6 §14 of the Arizona
28
Constitution.
Page 5 of 37
1
2
GENERAL ALLEGATIONS COMMON TO ALL CLAIMS
3
21. Shortly after organizing BULLICK ENTERPRISES, L.L.C., Defendants
4
5 DRAKES, FISHERS, and TALLEYS began seeking investors who desired to invest
6 capital funding into BULLICK in return for the acquisition of new “membership
7
interests,” as that term is defined by A.R.S. § 29-601(13), in the company.
8
22. BULLICK expressly declared that it had, while acting through its members,
9
10 “engaged in a private placement of its securities and sought investments from the private
HALL & ASSOCIATES
11 sector to raise capital for, among other things, its operations and manufacturing business.”
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[“Rescission and Mutual Release Agreement” at p.1, ¶A, attached hereto as “Exhibit 2”].
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
23. The PINSONS were first contacted and solicited to invest in BULLICK by
14
15 JOSEPH DRAKE in or around July, 2008. As a direct result of DRAKE’s solicitation(s),
16 Plaintiffs PINSONS presented DRAKE with a cashiers’ check dated July 29, 2008 in the
17
total amount of $50,000.00 payable to the attention of BULLICK ENTERPRISES, L.L.C.
18
[attached hereto as “Exhibit 3”]. That check was negotiated by BULLICK.
19
20 24. In return for that $50,000.00 capital investment, JOSEPH DRAKE gave the
21 PINSONS a certificate stating that “Mark Pinson and or Lisa Pinson” were now “the
22
owner of One.Five (1.5%) membership units of the above Limited Liability Company
23
[BULLICK].” [attached hereto as “Exhibit 4”]. That “Membership Interest Certificate”
24
25 was signed and executed by both JOSEPH DRAKE and BRIAN FISHER as members of
26 BULLICK. [Id.].
27
25. The PINSONS were never provided, and never signed, any “operating agreement”
28
for BULLICK, as that term is defined by A.R.S. § 29-601(16).
Page 6 of 37
1 26. Upon the information and belief, BULLICK never had any “operating agreement”
2
that governed the manner and means by which the PINSONS’ “Membership Interest”
3
could be created, affected, modified, changed, transferred, or sold. Thus, the “default”
4
5 provisions of the LLC Act provide such procedures.
6 27. A.R.S. § 29-681(C) of the LLC Act expressly provides that “[e]xcept as provided
7
in an operating agreement, the affirmative vote, approval or consent of all members is
8
required to”:
9
10 A. Adopt, amend, amend and restate or revoke an operating agreement or

HALL & ASSOCIATES
11 authorize a transaction, agreement or action on behalf of the limited liability

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company that is unrelated to its purpose or business as stated in an operating
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
agreement or that otherwise violates an operating agreement.
14
15 B. Issue an interest in the limited liability company to any person.
16 C. Approve a plan of merger or consolidation of the limited liability company

17
with or into one or more business entities as defined in section 29-751.
18
D. Authorize an amendment to the articles of organization that changes the
19
20 status of the limited liability company from or to one in which management
21 is vested in a manager or managers to or from one in which management is

22
reserved to the members.
23
28. The PINSONS were promised and guaranteed by Defendant JOSEPH DRAKE, on
24
25 behalf of BULLICK, that their $50,000 was secure and would produce a very high rate of
26 return. That express representation has proven to be materially false.

27
28
Page 7 of 37
1 29. Based upon the misrepresentations of BULLICK and JOSEPH DRAKE concerning
2
the security and guaranteed return on their money, the PINSONS were induced to provide
3
$50,000 to DRAKE.
4
5 30. The PINSON’s were further materially induced into providing DRAKE with
6 $50,000 because they understood that since the limited liability company was “member-
7
managed,” the PINSONS would have some direct control over the management of the
8
company.
9
10 31. On or about September 8, 2008, approximately one month after taking the
HALL & ASSOCIATES
11 PINSONS’ $50,000, the DRAKES proposed an amendment to BULLICK’s Articles of

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12
Organization, which would have the effect of officially changing the management of the
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
company from “member-managed” to “manager managed,” specifically naming
14
15 Defendant JOSEPH DRAKE as the sole manager and chief executive officer of
16 BULLICK. [Attached hereto as “Exhibit 5”].

17
32. That proposed “Amendment” was recorded in the company records as having been
18
passed and adopted by all of the members entitled to vote. Adoption of that amendment,
19
20 however, required the approval of every single member. A.R.S. § 29-681(C)(4).
21 33. The PINSONS were never notified of the proposed “amendment” to BULLICK’s
22
Articles of Organization changing it from “member-managed” to “manager-managed,”
23
and were not afforded any opportunity to vote on that change, or on the appointment of
24
25 JOSEPH DRAKE as the manager and CEO of BULLICK.
26 34. Upon information and belief, the other members of BULLICK with small
27
ownership interests were also not informed of, or allowed to vote on, the change in
28
BULLICK’s Articles of Organization.
Page 8 of 37
1 35. Moreover, the improperly amended Articles of Organization were never filed with
2
the AAC, and never published. Thus, the PINSONS did not even receive constructive
3
(much less actual) notice of such a drastic change in the management of BULLICK.
4
5 36. That fraudulent and unlawful attempt to usurp management power from the
6 member-backed majority of BULLICK’s “member-interest” owners, and into the hands of

7
JOSEPH DRAKE was, upon information and belief, done for the fraudulent and unlawful
8
purpose of giving JOSEPH DRAKE complete and total control over the day-to-day
9
10 management of BULLICK, and allowing JOSEPH DRAKE to misappropriate funds from

HALL & ASSOCIATES
11 BULLICK.
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37. Both BULLICK and JOSEPH DRAKE are “issuers” of a “security” as those terms
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
are defined by Arizona’s “Blue Sky” statutes, A.R.S. § 44-1801(13) and (26) respectively.
14
15 38. The ACC has the statutory authority to exempt certain securities from registration
16 with the Commission pursuant to A.R.S. § 44-1846, provided that the issuer of the
17
securities to be exempted files a proper “disclosure document” as prescribed by the ACC,
18
which must include a financial statement and minimum standards for investor suitability.
19
20 See, A.R.S. § 44-1846(B).
21 39. On or about September 8, 2008, on behalf of BULLICK, Defendant JOSEPH

22
DRAKE prepared and filed with the ACC a “Business History Questionnaire” [attached
23
hereto as “Exhibit 6”] which constitutes substantially a “disclosure document” as
24
25 required by A.R.S. § 44-1846(B) and regulations promulgated by the ACC.
26 40. Upon information and belief, the material statements of fact as set forth in the
27
Business History Questionnaire are untruthful, inaccurate, and/or incomplete.
28
Page 9 of 37
1 41. Until such time as the requirements for filing a disclosure document with the ACC
2
were satisfied, the securities (membership interests) solicited, offered, and issued to the
3
PINSONS were not exempt from regulation and registration with the ACC under
4
5 Arizona’s Blue Sky laws.
6 42. Plaintiffs were never provided any disclosure statement or documents from
7
Defendants, prior to being solicited, offered, and sold securities constituting membership
8
interests in BULLICK.
9
10 43. Plaintiffs PINSONS were solicited, offered, and sold securities prior to the filing of
HALL & ASSOCIATES
11 proper disclosure documents with the ACC, and therefore, Defendants BULLICK and
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JOSEPH DRAKE have “offered and sold” unregistered securities in direct violation of
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
A.R.S. § 44-1841(A). Such unlawful conduct constitutes a class 4 felony offense pursuant
14
15 to A.R.S. § 44-1841(B).
16 44. Pursuant to A.R.S. § 44-2001(A), the “sale or contract for sale” of any securities to
17
any purchaser in violation of A.R.S. § 44-1841 is voidable at the election of the purchaser
18
and the purchaser is statutorily authorized to bring an action in any court of competent
19
20 jurisdiction to recover the consideration paid for the securities, with interest, taxable court
21 costs and reasonable attorney fees.

22
45. As an alternative to the actual damages for breach of contract and other claims
23
related to the Rescission and Mutual Release Agreement [Exhibit 3] asserted infra,
24
25 Plaintiffs contend that the sale of membership interests in BULLICK is voidable at their
26 election.
27
46. Under A.R.S. § 44-1991(A), it is a “fraudulent practice and unlawful” for any
28
person to offer to sell securities or to complete a sale of such securities, whether or not
Page 10 of 37
1 such securities are exempted from registration with the ACC, if the offer to sell or sale
2
directly or indirectly involved any “device, scheme, or artifice to defraud” or contains any
3
untrue statement of material facts, or omitting to state any material facts necessary in
4
5 order to avoid making the transaction “misleading”.
6 47. Defendants BULLICK and JOSEPH DRAKE solicited, offered, and sold securities
7
to the Plaintiffs with the intent and use of device, scheme, or artifice to defraud, and
8
further made such solicitation, offering, and sale with the omission of material facts
9
10 necessary to avoid making the transaction misleading to the Plaintiffs PINSONS.

HALL & ASSOCIATES
11 COUNT I
BREACH OF CONTRACT
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(Rescission and Mutual Release Agreement)
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
48. Plaintiffs hereby reallege and incorporate by reference each and every other
14
15 paragraph in this complaint as if fully restated herein.
16 49. On or about September 30, 2009, the PINSONS entered into an agreement with
17
BULLICK for the termination and return of their interest in the company. [See
18
“Rescission and Mutual Release Agreement,” Exh. 2].
19
20 50. In return for rescission of the PINSONS’ membership interest in BULLICK, and
21 for releasing all claims that the PINSONS might have against BULLICK, the company
22
promised to pay the PINSONS $405,000. [Id.].
23
51. JOSEPH DRAKE provided the PINSONS with a check for $405,000, which the
24
25 PINSONS accepted as payment under the “Rescission and Mutual Release Agreement.”
26 [A true and correct copy of the check is attached hereto as “Exhibit 7”]. That check was
27
returned (“bounced”) as the account on which it was drawn did not have sufficient funds.
28
Page 11 of 37
1 52. The “Rescission and Mutual Release Agreement” is an enforceable contract.
2
BULLICK, and JOSEPH DRAKE, individually and severally, breached that contract.
3
53. Plaintiffs PINSONS are entitled to actual damages in the amount of $405,000, plus
4
5 interest.
6 54. Defendants’ breach of contract also entitles the PINSONS to recover their
7
attorneys’ fees and costs pursuant to A.R.S. § 12-341.01(A).
8
COUNT II
9 ACCOUNT STATED
10 (Rescission and Mutual Release Agreement)
HALL & ASSOCIATES
11 55. Plaintiffs hereby reallege and incorporate by reference each and every other
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paragraph in this complaint as if fully restated herein.
24230 N. 25 t h St.; Phoenix, AZ 850 24
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13
56. The “Rescission and Mutual Release Agreement” [Exh. 2] signifies an express
14
15 agreed balance between the parties to a settlement.
16 57. Both the PINSONS and Defendants BULLICK and JOSEPH DRAKE expressly
17
agreed in writing to the settlement amount set forth in the Rescission and Mutual Release
18
Agreement after full investigation and consideration of their respective accounts. In fact,
19
20 both parties consulted with legal counsel prior to executing the settlement agreement.
21 58. The Rescission and Mutual Release Agreement constitutes the “meeting of minds”
22
between the parties as to a fair and equitable settlement of the PINSONS’ claims against
23
all the Defendants, individually and severally. See, e.g., Holt v. Western Farm Services
24
25 Inc., 110 Ariz. 276, 517 P.2d 1272 (1974) (defining elements of account stated claim as
26 including the actual “meeting of minds” over a settlement amount, whether or not
27
expressly made in writing by the parties). See also, Trimble Cattle Co. v. Henry & Horne,
28
122 Ariz. 44, 592 P.2d 1311 (1979).
Page 12 of 37
1 59. Defendants BULLICK, and JOSEPH DRAKE have individually and severally
2
breached the requirement to make payment for the specified amount of $ 405,000.00 as
3
expressly and explicitly set forth in the “Rescission and Mutual Release Agreement”.
4
5 60. Plaintiffs PINSONS are thereby entitled to payment of the account stated in the
6 “Rescission and Mutual Release Agreement” in the specific amount $405,000, plus
7
interest.
8
61. Defendants’ breach of the account stated also entitles the PINSONS to recover
9
10 their attorneys’ fees and costs pursuant to A.R.S. § 12-341.01(A).

HALL & ASSOCIATES
11 62. The “Rescission and Mutual Release Agreement” also provides that “Should either
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12
of the Parties be required to bring legal action to enforce its rights under this Agreement,
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
the prevailing party in such action shall be entitled to recover from the losing party its
14
15 reasonable attorney's fees and costs, in addition to any other relief to which said party is
16 entitled.” [Exh. 2, at ¶9]. Thus, the PINSONS are also contractually entitled to recover
17
their fees and costs in this action.
18
COUNT III
19 BREACH OF CONTRACT
20 (Membership Interest in BULLICK)
22
23
64. The membership agreement between and amongst the PINSONS and Defendants
24
25 BULLICKS, DRAKES, PACKERS, and TALLEYS to organize, form, and operate
26 BULLICK, for the benefit and profit of each, constitutes an enforceable contract
27
providing certain rights and obligations for each party to the contract.
28
Page 13 of 37
1 65. Defendants have, individually and severally, intentionally, materially, and in bad
2
faith breached the terms of their contract with the PINSONS.
3
66. The PINSONS have been substantially and materially harmed by Defendants’
4
5 breach of contract, in a sum certain amount to be proved and determined at trial.
6 67. Plaintiffs PINSONS are thereby entitled to recover actual, consequential, and
7
incidental damages against each and every Defendant, individually and severally, as
8
determined at trial.
9
10 68. Defendants’ breach of contract also entitles the PINSONS to recover their
HALL & ASSOCIATES
11 attorneys’ fees and costs pursuant to A.R.S. § 12-341.01(A).

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COUNT IV
24230 N. 25 t h St.; Phoenix, AZ 850 24
BREACH OF WARRANTY OF GOOD FAITH AND FAIR DEALING

CAMERON__________________________
13
15
16
70. The membership interest agreement between Plaintiffs and Defendants and/or the
17
18 “Rescission and Mutual Release Agreement” necessarily, by application of Arizona law,
19 includes an implied warranty of good faith and fair dealing.

20
71. The implied warranty of good faith and fair dealing requires that no party to a
21
contract prevent any other party from receiving the benefits of their agreement.
22
23 72. Defendants, individually and severally, have acted or omitted to act in such a
24 manner as to substantially and materially deprive the PINSONS of the benefit of their
25
bargain under the membership interest agreement and/or the “Rescission and Mutual
26
Release Agreement.”
27
28 73. Such acts and/or omissions constitute a breach of the implied warranty of good
faith and fair dealing.

Page 14 of 37
1 74. The PINSONS have been substantially and materially harmed such breaches in a
2
sum certain amount to be proved and determined at trial.
3
75. Plaintiffs PINSONS are thereby entitled to recover actual, consequential, and
4
5 incidental damages against each and every Defendant, individually and severally, as
6 determined at trial.
7
76. Defendants’ breach of the implied warranty of good faith and fair dealing also
8
entitles the PINSONS to recover their attorneys’ fees and costs pursuant to A.R.S. § 12-
9
10 341.01(A).
HALL & ASSOCIATES
11 COUNT V
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP(S)
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12
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13

15
78. The membership interest agreement and/or the “Rescission and Mutual Release
16
Agreement” constitute enforceable contract(s) providing certain rights and obligations to
17
18 each party thereto.
19 79. Defendants had actual knowledge of the existence of the contractual relationship(s)
20
described supra.
21
80. Defendants intentionally, materially, and with bad faith interfered with the
22
23 PINSONS’ contractual relationship(s).
24 81. Defendants’ interference with such contractual agreement(s) caused a breach or

25
termination of that contractual agreement.
26
82. Defendants’ conduct in interfering with such contractual relationship(s) was
27
28 improper.
Page 15 of 37
1 83. Defendant(s) conduct in interfering with such contractual relationship was
2
committed, in fact, with malicious intent to harm the PINSONS, without justification or
3
excuse.
4
5 84. The PINSONS have been substantially and materially harmed by Defendants’
6 interference with their contractual relationship(s), in a sum certain amount to be proved

7
and determined at trial.
8
9
HALL & ASSOCIATES
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86. In addition to the measure of damages for harm caused by Defendants, the
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13
PINSONS are entitled to recover punitive damages.
14
15 87. Defendants’ tortious interference with the PINSONS’ contract(s) also entitles the
16 PINSONS to recover their attorneys’ fees and costs pursuant to A.R.S. § 12-341.01(A).
17
COUNT VI
18 BREACH OF FIDUCIARY DUTIES
20
21
89. Defendants, as co-members of a member managed limited liability company and/or
22
23 as officers/directors of that company and/or as the controlling parties of the company, owe
24 fiduciary duties to the PINSONS.

25
90. Such fiduciary duties include, but are not limited to, the duties of loyalty, candor
26
care, honesty and good faith and fair dealing.
27
28 91. Such duties also include a duty to act for or to give advice for the benefit of the
PINSONS upon matters within the scope of the relationship.

Page 16 of 37
1 92. As officers, directors and the controlling parties of BULLICK, and/or as co-
2
members of a member managed limited liability company, the PINSONS placed special
3
trust and confidence in the Defendants.
4
5 93. The Defendants breached the duties of loyalty, candor, care and honesty, applied
6 under the standards of good faith and fair dealing, by, inter alia:
7
A. Promising that the PINSONS’ $50,000 investment was secure and would
8
produce a high rate of return;
9
10 B. Purposefully depriving the PINSONS of their right to participate in the

HALL & ASSOCIATES
11 management of the company;

THE LAW FIRM OF
12
C. Promising to pay the PINSON $405,000 in return for the rescission of their
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
membership interest, yet failing to do so and/or making such promise
14
15 without any intention of keeping it;
16 D. Failing to provide the PINSONS with the company documents to which

17
they are entitled and/or showing the PINSONS fraudulent documents (but
18
refusing to allow the PINSONS to make copies thereof), including
19
20 fraudulent financial statements;
21 E. Affirmatively misrepresenting the financial health and prospects of

22
BULLICK;
23
F. Engaging in self dealing;
24
25 G. Putting their personal interests in conflict with and ahead of the company’s
26 and/or the PINSONS’;

27
H. Wasting company assets and opportunities;
28
Page 17 of 37
1 I. Failing to act in an informed and reasonably diligent basis in considering
2
material information and acting on the company’s behalf.
3
J. Concealing facts which they had a duty to disclose, including failing to
4
5 update past representations that later became untrue;
6 K. Misrepresenting that BULLICK owned NoFire Technologies, Inc.;

7
L. Misrepresenting the legality of selling securities to the PINSONS, and their
8
intentions in doing so;
9
10 M. Misappropriating company funds and/or opportunities;

HALL & ASSOCIATES
11 N. Making repeated promises to repay the PINSONS their $50,000 investment,

THE LAW FIRM OF
12
plus interest, without any intention of actually doing so.
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
O. Promising the PINSONS they would be able to participate in the
14
15 management and control of BULLICK and would have access to the records
16 thereof;
17
P. Promising the PINSONS that BULLICK would be operated in a fair and
18
open manner for the benefit of its members;
19
20 Q. Promising to pay the PINSONS $75,000 for return of their membership
21 interest without any intention of actually doing so; and

22
R. Misrepresenting that the company was healthy and in the process of being
23
purchased for an amount that would pay the PINSONS more than the
24
25 $405,000 they were previously promised.
26 94. As a direct result of Defendants’ breaches of their fiduciary duties, the PINSONS
27
were harmed by, inter alia, not being paid the $405,000 and/or other amounts promised,
28
Page 18 of 37
1 having the value of their ownership interest in BULLICK diminished, and having
2
company opportunities stolen and/or diverted.
3
95. Defendants have, individually and severally, intentionally, materially, and in bad
4
5 faith breached their fiduciary duties owed to Plaintiffs PINSON.
6 96. The PINSONS have been substantially and materially harmed by Defendants’
7
breach of their respective fiduciary duties, in a sum certain amount to be proved and
8
9
HALL & ASSOCIATES
THE LAW FIRM OF
12
determined at trial, as well as punitive damages.
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
COUNT VII
14 APPLICATION FOR INVOLUNTARY
15 JUDICIAL DISSOLUTION UNDER A.R.S. § 29-785
17
18
99. It is not reasonably practicable to carry on the business of BULLICK in conformity
19
20 with the membership interest agreement originally executed between the members of the
21 company and PINSON.

22
100. The members and/or the PINSONS are deadlocked in the management of
23
BULLICK and irreparable injury to the PINSONS is threatened or being suffered, and the
24
25 business of BULLICK cannot be conducted to the advantage of the members generally
26 because of such deadlock.

27
101. The Defendant members of BULLICK have acted or are acting in a manner that is
28
illegal or fraudulent with respect to the business of PINSONS.
Page 19 of 37
1 102. Substantial assets of the PINSONS have been or are being wasted, misapplied or
2
diverted for purposes not related to the business of the limited liability company.
3
103. The Superior Court has jurisdiction and authority to decree dissolution of a limited
4
5 liability company upon judicial determination of any of the circumstances set forth above.
6 104. Thus, the PINSONS are entitled to have BULLICK dissolved, its interest and
7
affairs wound-down, and all assets dispersed to the members, under the direction and
8
control of this Court, by and through a receiver or special master.
9
10 COUNT VIII
HALL & ASSOCIATES
PROMISSORY ESTOPPEL
11
THE LAW FIRM OF
12
24230 N. 25 t h St.; Phoenix, AZ 850 24

CAMERON__________________________
13
14 106. BULLICK and JOE DRAKE made the representations detailed in paragraph 93,
15
supra.
16
107. It was reasonably foreseeable to the Defendants that the PINSONS would rely on
17
18 such promises.
19 108. The PINSONS justifiably relied upon Defendants’ promises.

20
109. The PINSONS have been substantially and materially harmed by Defendants’
21
breaches of the above-stated promises.
22
23 110. Plaintiffs have reasonably mitigated their existing and future damages.
24 111. Plaintiffs’ actual, consequential, and incidental damages are easily reducible to a
25
sum certain amount to be proved at trial.
26
27
Page 20 of 37
1 COUNT IX
2
UNJUST ENRICHMENT
5
114. The PINSONS enriched Defendants BULLICK, DRAKES, TALLEYS, and
6
FISHERS, at the direction of the Defendants, by, inter alia, providing them with $50,000.
7
8 115. Plaintiffs allege that these Defendants have substantially profited and benefitted
9 from Plaintiffs’ payment of monies pursuant to their contractual relationship.
10
HALL & ASSOCIATES
116. Plaintiffs PINSONS have suffered a serious and material detriment and deprivation
11
caused by these Defendants purposeful refusal to perform the obligations for which they
THE LAW FIRM OF
12
24230 N. 25 t h St.; Phoenix, AZ 850 24
have been paid.

CAMERON__________________________
13
14 117. It is unjust and inequitable for these Defendants to retain the monies provided to
15
them by the PINSONS.
16
17
20
COUNT X
21 COMMON LAW FRAUD/
FRAUD IN THE INDUCEMENT
22

25
120. Defendants BULLICK and JOSEPH DRAKE made numerous representations of
26
material fact, including, inter alia, the promises stated above in Counts VI and VIII.
27
28 121. Those representations were untrue, and either known to be untrue or made with
recklessness and/or gross negligence.

Page 21 of 37
1 122. The PINSONS did not know, or have reason to know, that such misrepresentations
2
were untrue.
3
123. In addition, these Defendants concealed facts which they had a duty to disclose,
4
5 including by failing to update past representations that later became untrue.
6 124. Defendants’ misrepresentations were made to deceive the PINSONS and to induce
7
them to act thereon.
8
125. Defendants’ misrepresentations did, in fact, cause the PINSONS to reasonably rely
9
10 upon them. Such actual reliance on the false and misleading representations of
HALL & ASSOCIATES
11 Defendants was reasonable and justified under the circumstance.

THE LAW FIRM OF
12
126. As a result of their justifiable reliance on the false and misleading representations
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
made by Defendants, the PINSONS have been substantially and materially harmed.
14
17
18
COUNT XI
19 NEGLIGENT MISREPRESENTATION
20
21
22
23 129. Defendants BULLICK, DRAKES, TALLEYS, and FISHERS represented, or
24 allowed to be represented; false or incorrect information to Plaintiffs and/or Defendants

25
omitted or failed to disclose material information. Such false and incorrect information,
26
and omissions or failures to disclose, include the above-stated promises in Counts VI and
27
28 VIII.
Page 22 of 37
1 130. The above-mentioned representations and/or failures to disclose were material and
2
central to Plaintiffs decision to provide $50,000 to Defendants BULLICK, DRAKES,
3
TALLEYS, and FISHERS, and to enter into contractual relations with these Defendants.
4
5 131. Defendants failed to exercise reasonable care or competence when they made such
6 misleading representations and/or omitted to disclose accurate information to Plaintiffs.

7
132. Defendants intended that Plaintiffs rely on the information provided in choosing to
8
provide $50,000 to JOSEPH DRAKE/BULLICK and to enter into contractual relations
9
10 with Defendants.
HALL & ASSOCIATES
11 133. Plaintiffs reasonably relied upon such information in choosing to provide $50,000
THE LAW FIRM OF
12
to JOSEPH DRAKE/BULLICK and to enter into contractual relations with Defendants.
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
134. Plaintiffs’ actual reliance on the false, misleading, and/or incomplete information
14
15 provided by Defendants was reasonable and justified under the circumstances.
16 135. As a result of the above, Plaintiffs have been substantially and materially harmed in
17
an amount to be proven at trial.
18
19
22
COUNT XII
23 CIVIL CONSPIRACY
25
26
138. By engaging in the acts and omissions described herein, Defendants, and each of
27
28 them, positively and/or tacitly came to an agreement with one another.
Page 23 of 37
1 139. The objectives of said agreement were unlawful insofar as they included the
2
tortious conduct set forth herein.
3
140. The objectives of the agreement included, but were not limited to, misappropriating
4
5 the PINSONS’ $50,000 investment, excluding them from participation in BULLICK, and
6 then continually making misrepresentations of fact to obfuscate Defendants’ true motives

7
and goals.
8
141. The Defendants, and each of them, engaged in such conduct knowingly,
9
10 intentionally and purposefully.

HALL & ASSOCIATES
11 142. The Defendants, and each of them, knew that the PINSONS would be damaged by
THE LAW FIRM OF
12
their conduct and purposefully acted so as to cause such damage.
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
143. The Defendants, and each of them, acted in concert with one another and with a
14
15 common design, and through such conspiratorial conduct, caused damages and injury to
16 the PINSONS.
17
144. As a direct and proximate result of the foregoing, the PINSONS sustained damages
18
in an amount to be proved at trial.
19
22
23
COUNT XIII
24 PATTERN OF UNLAWFUL ACTS (A.R.S. § 13-2301, ET. SEQ.)
25
26
27
28 147. The Defendants, each and every one, acted through a pattern of unlawful activity
for gain within the meaning of A.R.S. §§ 13-2314 and 13-2301.

Page 24 of 37
1 148. MARK PINSON and LISA PINSON are each a “person who sustain[ed]
2
reasonably foreseeable injury to his person, business or property by a pattern of [unlawful
3
activity who] may file an action in superior court for the recovery of up to treble
4
5 damages” and other relief pursuant to A.R.S. §13-2314.04.
6 149. The Defendants committed unlawful acts for financial gain within the meaning of
7
A.R.S. § 13-2301(D)(4), which includes any act including any preparatory or completed
8
offense, that is chargeable or indictable under the laws of the jurisdiction in which the act
9
10 occurred, by, inter alia:

HALL & ASSOCIATES
11 A. Committing numerous fraudulent and illegal acts relating to the PINSONS’

THE LAW FIRM OF
12
membership interest, as described herein;
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
B. Misappropriating the PINSONS’ investment and other company funds;
14
15 C. Using the mail to commit such acts, and thereby committing common law
16 fraud and mail fraud in violation of 18 USCA § 1341 and A.R.S. § 13-
17
2301(D)(4)(b)(xx) by use of the United States Mail to accomplish fraudulent
18
schemes;
19
20 D. Committing common law fraud and wire fraud in violation of 18 USCA §
21 1343 and A.R.S. § 13-2301(D)(4)(b)(xx) by use of electronic mail to

22
accomplish such fraudulent schemes; and
23
E. Violating Arizona’s Blue Sky laws, federal securities laws and SEC
24
25 regulations in order to perpetuate their scheme and artifice.
26 150. The Defendants, and each of them, conspired with and aided and abetted as
27
accomplices in their violations of A.R.S. § 13-2301(D).
28
Page 25 of 37
1 151. Each of the Defendants “authorized, requested, commanded, ratified or recklessly
2
tolerated the unlawful conduct” of each other within the meaning of A.R.S. § 13
3
2314.04(L).
4
5 152. The unlawful conduct of the Defendants and their agents was “performed,
6 authorized, requested, commanded, ratified or recklessly tolerated” by “a director or high

7
managerial agent” of BULLICK within the meaning of A.R.S. § 13-2314.04(L).
8
153. The Defendants, and each of them, are liable for up to treble the compensatory
9
10 damages suffered by PINSONS, plus costs and attorneys’ fees pursuant to A.R.S. § 13-
HALL & ASSOCIATES
11 2314.04(A) and pre-judgment interest on such damages pursuant to A.R.S. § 13-

THE LAW FIRM OF
12
2314.04(D)(5).
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
COUNT XIV
14 PIERCING THE CORPORATE VEIL
15
16
17
18 155. BULLICK is the alter ego of the Defendants, and those defendants failed to
19 maintain the requisite corporate formalities and separateness.

20
156. The Defendants treated intended corporate funds as their own, without accounting
21
to the corporation for personal use of corporate funds.
22
23 157. The Defendants did not deal with the corporation at arm’s length by, inter alia,
24 engaging in the above-described behavior.

25
158. There is such unity of interest and ownership that the separate personalities of
26
BULLICK and the other Defendants ceased to exist.
27
28 159. As a result of such behavior, BULLICK is a sham entity and the corporate form
must be disregarded so as to avoid an injustice.

Page 26 of 37
1 160. Thus, the Defendants’ personal assets must be made available to satisfy all
2
judgments in favor of the PINSONS.
3
4
7
COUNT XV
8 DIRECT OFFICER LIABILITY
10
HALL & ASSOCIATES

11
163. Defendant JOSEPH DRAKE was the only officer of BULLICK at all the times
THE LAW FIRM OF
12
24230 N. 25 t h St.; Phoenix, AZ 850 24
material when the unlawful conduct and omissions complained and specifically described
CAMERON__________________________
13
14 in Counts I-XIV occurred.

15
164. The conduct, acts and omissions of Defendants BULLICK and JOSEPH DRAKE,
16
as complained of supra, with respect to Plaintiffs PINSONS, are wrongful and/or
17
18 unlawful and were committed willfully and intentionally by BULLICK and JOSEPH
19 DRAKE.
20
165. Such conduct, acts and omissions of BULLICK and JOSEPH DRAKE have
21
deprived Plaintiffs PINSONS of the value and benefit of their investment and further
22
23 injured their ability to earn return on their investment.
24 166. Plaintiffs PINSONS have therefore been damaged in an amount to be proved at

25
trial, upon each and every Count pled in this Verified Complaint.
26
167. Defendant JOSEPH DRAKE in his capacity as member, alleged manager, and sole
27
28 officer of BULLICK has directly and personally participated in the wrongful and unlawful
conduct, acts, and omissions of Defendant BULLICK.

Page 27 of 37
1 168. In the alternative, Defendant JOSEPH DRAKE has acquiesced, with fair
2
knowledge, in the wrongful and unlawful conduct, acts, and omissions of BULLICK and
3
failed to take action to prevent or mitigate the injury and/or damages caused to Plaintiffs
4
5 PINSONS.
6 169. Thus, pursuant to the “responsible officer or director” doctrine as recognized by

7
Arizona common law, Defendant JOSEPH DRAKE should properly be held directly and
8
personally liable, as well as financially responsible for damages to PINSONS caused or
9
10 resulting from the wrongful and unlawful conduct, acts and omissions of BULLICK.
HALL & ASSOCIATES
11 170. Defendant JOSEPH DRAKE’s personal assets should therefore be made available
THE LAW FIRM OF
12
to Plaintiffs PINSONS, under the jurisdiction of this Court, to guarantee and satisfy all
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
judgments and other remedies awarded to or obtained in favor of Plaintiffs PINSONS
14
15 pursuant to this action.
16 COUNT XVI
VIOLATION OF UNIFORM FRAUDULENT TRANFER ACT
17
A.R.S. §44-1004-
18 TRANSFERS FRAUDULENT AS TO PRESENT
AND FUTURE CREDITORS
19

22
172. The $405,000.00 promised and guaranteed to Plaintiffs PINSONS in the
23
“Rescission and Mutual Release Agreement” [Exh. 2] is a “debt” and “liability on a
24
25 claim” within the meaning of A.R.S. § 44-1001(4). See, Counts I, II and IV.
26 173. Defendants, each and every one, is a “debtor” and “person liable on a claim” within
27
the meaning of A.R.S. § 44-1001(5). See, Counts I, II, and IV.
28
Page 28 of 37
1 174. Plaintiffs PINSONS are a “creditor” and “person who has a claim” within the
2
meaning of A.R.S. § 44-1001(3).
3
175. Upon information and belief, Defendants have made and/or caused a “transfer” of
4
5 funds and monies, within the meaning of A.R.S. § 44-1001(9), from BULLICK to
6 unknown third parties and/or themselves with actual intent to “hinder, delay, or defraud”
7
Plaintiffs PINSONS. See, A.R.S. § 44-1004.
8
176. In the alternative, Defendants have made and/or caused a “transfer” of funds and
9
10 monies, within the meaning of A.R.S. § 44-1001(9), from BULLICK to unknown third
HALL & ASSOCIATES
11 parties and/or themselves without receiving a reasonably equivalent value in exchange for
THE LAW FIRM OF
12
the transfer or obligation and, either: (a) BULLICK was engaged or about to engage in a
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
transaction for which the remaining assets of BULLICK were relatively small in relation
14
15 to the business or transaction; or (b) BULLICK intended to incur, or reasonably should
16 have believed that it would incur, debts beyond its ability to pay as they came due.
17
177. As a result of the above, Plaintiffs have been substantially and materially harmed in
18
19
22
23
179. Plaintiff PINSONS are further entitled to any and all of the following forms of
24
25 relief as specifically authorized by A.R.S. § 44-1007:
26 A. Garnishment against the fraudulent transferee or the recipient of the fraudulent

27
obligation, in accordance with the procedure prescribed by law in obtaining
28
such remedy.
Page 29 of 37
1 B. Avoidance of the transfer or obligation to the extent necessary to satisfy the
2
creditor's claim.
3
C. An attachment or other provisional remedy against the asset transferred or other
4
5 property of the transferee in accordance with the procedure prescribed by law in
6 obtaining such remedy.

7
D. Subject to applicable principles of equity and in accordance with applicable
8
rules of civil procedure:
9
10 i. An injunction against further disposition by the debtor or a transferee, or

HALL & ASSOCIATES
11 both, of the asset transferred or of other property.

THE LAW FIRM OF
12
ii. Appointment of a receiver to take charge of the asset transferred or of other
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
property of the transferee.
14
15 iii. Any other relief the circumstances may require.
16 COUNT XVII
VIOLATION OF UNIFORM FRAUDULENT TRANFER ACT
17
A.R.S. §44-1005-
18 TRANSFERS FRAUDULENT TO PRESENT CREDITOR
20
21
181. The $405,000.00 promised and guaranteed to Plaintiffs PINSONS in the
22
23 “Rescission and Mutual Release Agreement” [Exh. 2] is a “debt” and “liability on a
24 claim” within the meaning of A.R.S. § 44-1001(4). See, Counts I, II and IV.
25
182. Defendants, each and every one, is a “debtor” and “person liable on a claim” within
26
the meaning of A.R.S. § 44-1001(5). See, Counts I, II, and IV.
27
28 183. Plaintiffs PINSONS are a “creditor” and “person who has a claim” within the
meaning of A.R.S. § 44-1001(3).

Page 30 of 37
1 184. Defendants have made and/or caused a “transfer” of funds and monies, within the
2
meaning of A.R.S. § 44-1001(9), from BULLICK to unknown third parties and/or
3
themselves.
4
5 185. Such transfer was made or obligation incurred by BULLICK is fraudulent as to
6 Plaintiff PINSONS because: (a) Plaintiffs’ claim arose before the transfer was made or the
7
obligation was incurred; and, (b) BULLICK made the transfer or incurred the obligation
8
without receiving a reasonably equivalent value in exchange for the transfer or obligation;
9
10 and (c) BULLICK was insolvent at that time or BULLICK became insolvent as a result of
HALL & ASSOCIATES
11 the transfer or obligation. See, A.R.S. § 44-1005.

THE LAW FIRM OF
12
186. As a result of the above, Plaintiffs have been substantially and materially harmed in
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
14
17
18
188. Plaintiff PINSONS are further entitled to any and all of the following forms of
19
20 relief as specifically authorized by A.R.S. § 44-1007 and as set forth in Count XVI, ¶129.
21 COUNT XVIII
VIOLATION OF “BLUE SKY” LAWS- A.R.S. § 44-1991
22
FRAUD IN PURCHASE OR SALE OF SECURITIES

25
190. Defendants purported to be engaged in the sale of securities by engaging in, inter
26
alia, the following conduct:
27
28 A. Presenting an “Investor Suitability Questionnaire” for BULLICK purporting
to determine if the PINSONS were “accredited investors” under relevant

Page 31 of 37
1 state and federal laws, and Securities and Exchange Commission regulations
2
[attached hereto as “Exhibit 8”]; and
3
B. BULLICK expressly declared that it had, while acting through its members,
4
5 “engaged in a private placement of its securities and sought investments
6 from the private sector to raise capital for, among other things, its operations
7
and manufacturing business.” [“Rescission and Mutual Release
8
Agreement,” Exh. 2, at p.1, ¶A].
9
10 191. As alleged with particularity supra, the Defendants, each and every one of them, in
HALL & ASSOCIATES
11 connection with the solicitation, offering, and sale of securities, has directly or indirectly
THE LAW FIRM OF
12
engaged in one or more of the following prohibited unlawful acts:
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
A. Employed any device, scheme or artifice to defraud; and/or
14
15 B. Made untrue statement of material fact, or omitted to state any material fact
16 necessary in order to make the statements made, in the light of the

17
circumstances under which they were made, not misleading; and/or
18
C. Engaged in a transaction, practice or course of business which operates or
19
20 would operate as a fraud or deceit.
21 192. As a result of the above, Plaintiffs have been substantially and materially harmed in
22
23
24
27
194. This claim is a “private action” brought pursuant to A.R.S. § 44-1991(A), as
28
specifically recognized by A.R.S. § 44-1991(B).
Page 32 of 37
1 COUNT XIX
2
ACTION TO VOID CONTRACT FOR SALE OF SECURITIES
A.R.S. § 44-2001
3
4
6 196. Plaintiffs alleges that Defendants BULLICK and JOSEPH DRAKE are issuers of
7
an unregistered security that was not exempt from regulation under Arizona “Blue Sky”
8
laws, more particularly A.R.S. § 44-1841.
9
10 197. In the alternative to recovery of damages under the “Rescission and Mutual
HALL & ASSOCIATES
11 Release Agreement” [Exh. 2], Plaintiffs PINSONS allege that they are entitled to recover
THE LAW FIRM OF
12
as damages against Defendants BULLICK and/or JOSEPH DRAKE, individually or
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
severally, the consideration they paid for their membership interest in BULLICK, in the
14
15 amount of $50,000.00, with interest, taxable court costs and reasonable attorney fees, all
16 as specifically authorized by A.R.S. § 44-2001(A).

17
198. Plaintiffs further specifically allege that Defendants BULLICK and JOSEPH
18
DRAKE knew and or should have known in the exercise of reasonable care that they were
19
20 making untrue or misleading omissions in the solicitation, offering, and sale of such
21 unregistered securities.
22
COUNT XX
23 CONSTRUCTIVE FRAUD
25
26
200. The contractual relationship between Plaintiffs PINSONS and Defendants
27
28 DRAKES, TALLEYS, and FISHERS was confidential and fiduciary in nature for the
Page 33 of 37
1 reasons that Plaintiffs were co-members in a limited liability company and partners in a
2
joint venture.
3
201. As the members of a limited liability company, Defendants DRAKES, TALLEYS,
4
5 and FISHERS owed certain fiduciary duties to Plaintiffs PINSONS (See, Count VI).
6 202. Defendants DRAKES, TALLEYS, and FISHERS have intentionally, purposefully,

7
and with bad faith breached the trust conferred by Plaintiffs and the fiduciary duties
8
owned to Plaintiffs, all as specifically alleged and set forth in Counts I-XIX.
9
10 203. These Defendants have purposefully deceived Plaintiffs PINSONS and, in doing
HALL & ASSOCIATES
11 so, violated public and private interests, including the “Blue Sky” laws of Arizona as
THE LAW FIRM OF
12
alleged supra in Counts XVIII and XIX. Those defendants also failed to disclose material
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
facts as alleged herein.
14
15 204. Such conduct, and each of the misrepresentations in paragraph 93, supra,
16 constitutes constructive fraud.

17
205. These Defendants have thereby substantially and materially caused harm to
18
Plaintiffs PINSONS in an amount to be proven at trial.
19
22
determined at trial. The Court can also exercise jurisdiction over all of Defendants’
23
property in Arizona for the purpose of creating a constructive trust, and Plaintiffs are
24
25 entitled to the same.
26 207. Defendants DRAKES, TALLEYS, and FISHERS acted intentionally, in bad faith,
27
and with malice in breaching fiduciary duties, deceiving and misleading Plaintiffs, and
28
Page 34 of 37
1 violating public and private interests, and Plaintiffs are thereby entitled to recover punitive
2
damages against these Defendants.
3
COUNT XXI
4 REQUEST FOR TEMPORARY RESTRAINING ORDER
5 AND
PRELIMINARY INJUNCTION
6
7

9 209. Plaintiffs allege that, based upon the allegations set forth supra, it clearly appears
10
HALL & ASSOCIATES
from specific facts that “immediate and irreparable injury, loss or damage” will befall
11
Plaintiffs as a result of the ongoing and continuing actions, conduct, and omissions of
THE LAW FIRM OF
12
24230 N. 25 t h St.; Phoenix, AZ 850 24
each and every one of the Defendants, and the Plaintiffs have a strong likelihood of
CAMERON__________________________
13
14 success on the merits.

15
210. Plaintiffs therefore allege that they are entitled to specific injunctive relief which
16
includes, but is not limited to, the following:
17
18 A. Issuance of an injunction to compel Defendants BULLICK and JOSEPH
19 DRAKE to provide Plaintiffs and Plaintiff’s attorney full and complete

20
access to all of BULLICK’s financial and corporate records, as otherwise
21
required by A.R.S. § 29-607; and,
22
23 B. Issuance of injunctive relief to freeze all assets currently within the
24 possession, ownership and/or control of BULLICK and JOSEPH DRAKE.

25
C. Appointment of a receiver or special master to immediately assume
26
management and control of BULLICK so that the company can be judicially
27
28 dissolved in accordance with A.R.S. § 29-785, and have its interests and
affairs wound-down, accounted, and remaining assets properly dispersed to

Page 35 of 37
1 its creditors and members, specifically including Plaintiffs, in a fair and
2
equitable manner.
3
CONCLUSION AND PRAYER FOR RELIEF
4
5 WHEREFORE, Plaintiffs MARK and LISA PINSON respectfully request that this
6 Honorable Court advance this case on the docket, order a trial at the earliest practical date,
7
and upon such hearing:
8
A. Issue an order awarding Plaintiffs all direct, consequential and incidental
9
10 damages, including but not limited to past, present, and future losses and
HALL & ASSOCIATES
11 any other appropriate relief necessary to make Plaintiffs whole and

THE LAW FIRM OF
12
compensate them for the breach of contract described supra; and,
24230 N. 25 t h St.; Phoenix, AZ 850 24
CAMERON__________________________
13
B. Award general and special damages to Plaintiffs for the tortious and
14
15 unlawful acts, conduct, and omissions of Defendants as more particularly
16 plead supra; and,

17
C. Award punitive damages and civil penalties against Defendants in order to
18
deter similar action against others;
19
20 D. Award Plaintiffs the costs of this action, including reasonable attorneys’
21 fees,
22
E. Award Plaintiffs reasonable pre-judgment and post-judgment interest in the
23
maximum amount allowed by law;
24
25 F. Issuance of a judicial decree of dissolution of BULLICK as provided by
26 A.R.S. § 29-785; and

27
G. Award or grant any other remedies or judgments deemed just and equitable
28
by this Court.
Page 36 of 37
RESPECTFULLY SUBMITTED this 8th day of April, 2010.
Cameron Hall, Esq.

The Law Firm of Cameron Hall
& Associates, LLC
Arizona State Bar No. 025177
Attorney for Plaintiffs
Page 37 of 37
1 VERIFICAnONS
2 Plaintiffs MARK PINSON and LISA PINSON declare under penalty of perjury
3
that they have read the foregoing Verified Complaint and are familiar with the contents
4
5 thereof. The matters asserted therein are based on their own personal knowledge, except
6 as to those matters stated upon information and belief, and as to those matters, they
7
believe them to be true.
8
9
en 10 DATED this G"'" day of April, 2010.

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Page 24 of24

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Cameron M. Hall; AZ Bar No.

SUPERIOR COURT OF THE STATE OF ARIZONA

MARK PINSON and LISA PINSON, Case No.

Defendants. (Jury Trial Requested)

5 PARTIES, VENUE, JURISDICTION

11 2. Defendant BULLICK ENTERPRISES L.L.C. (“BULLICK”) was organized and

20 [attached hereto as “Exhibit 1”].

26 identified in the articles of organization, regardless of the amount of their respective

15 submission of the Articles of Organization to the Arizona Corporations Commission on

16 behalf of the other listed members. [Id.].

21 Suite 100-57, Scottsdale, AZ 85259.

26 both contract and in tort, all as further described infra.

15 Defendant(s) upon learning such information.

20 Defendant(s) upon learning such information.

25 identity of such Defendant(s) upon learning such information.

6 B. Defendant BULLICK has regularly conducted commercial activities and

11 Defendants purposely availed itself/themselves of the privilege of conducting commercial

16 alleged solicitation, offering, or sale of securities involving property interests existing or

25 A.R.S. § 44-2031(B); and Article 14 § 8 of the Arizona Constitution.

15 JOSEPH DRAKE in or around July, 2008. As a direct result of DRAKE’s solicitation(s),

5 provisions of the LLC Act provide such procedures.

10 A. Adopt, amend, amend and restate or revoke an operating agreement or

11 authorize a transaction, agreement or action on behalf of the limited liability

15 B. Issue an interest in the limited liability company to any person.

16 C. Approve a plan of merger or consolidation of the limited liability company

20 status of the limited liability company from or to one in which management

21 is vested in a manager or managers to or from one in which management is

26 return. That express representation has proven to be materially false.

11 PINSONS’ $50,000, the DRAKES proposed an amendment to BULLICK’s Articles of

16 BULLICK. [Attached hereto as “Exhibit 5”].

20 however, required the approval of every single member. A.R.S. § 29-681(C)(4).

25 JOSEPH DRAKE as the manager and CEO of BULLICK.

6 member-backed majority of BULLICK’s “member-interest” owners, and into the hands of

10 management of BULLICK, and allowing JOSEPH DRAKE to misappropriate funds from

20 See, A.R.S. § 44-1846(B).

21 39. On or about September 8, 2008, on behalf of BULLICK, Defendant JOSEPH

25 required by A.R.S. § 44-1846(B) and regulations promulgated by the ACC.

5 Arizona’s Blue Sky laws.

21 costs and reasonable attorney fees.

5 order to avoid making the transaction “misleading”.

10 necessary to avoid making the transaction misleading to the Plaintiffs PINSONS.

15 paragraph in this complaint as if fully restated herein.

15 agreed balance between the parties to a settlement.

10 their attorneys’ fees and costs pursuant to A.R.S. § 12-341.01(A).

25 BULLICKS, DRAKES, PACKERS, and TALLEYS to organize, form, and operate

5 breach of contract, in a sum certain amount to be proved and determined at trial.

11 attorneys’ fees and costs pursuant to A.R.S. § 12-341.01(A).

BREACH OF WARRANTY OF GOOD FAITH AND FAIR DEALING

18 “Rescission and Mutual Release Agreement” necessarily, by application of Arizona law,

19 includes an implied warranty of good faith and fair dealing.

faith and fair dealing.

14 paragraph in this complaint as if fully restated herein.

18 each party thereto.

23 PINSONS’ contractual relationship(s).

24 81. Defendants’ interference with such contractual agreement(s) caused a breach or

6 interference with their contractual relationship(s), in a sum certain amount to be proved

24 fiduciary duties to the PINSONS.

PINSONS upon matters within the scope of the relationship.

10 B. Purposefully depriving the PINSONS of their right to participate in the

11 management of the company;

15 without any intention of keeping it;

16 D. Failing to provide the PINSONS with the company documents to which

20 fraudulent financial statements;

21 E. Affirmatively misrepresenting the financial health and prospects of