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Lauren A. Vazquez SBN 267880
Law Office of Lauren A. Vazquez,
2601 Blanding Ave. Suite C-204
Alameda, CA 94501
Tel: 805-217-6116
Attorney for Plaintiff
ELECTRONICALLY
FILED
Superior Court of California,
County of San Francisco
JAN 26 2015
Clerk of the Court
BY: BOWMAN LIU
Deputy Clerk
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
KINGSTON WELLNESS, INC.,
Plaintiff,
v.
MONICA ANGELES,
Defendant.
Plaintiff alleges:
1. Defendant Monica Angeles is, and at al
Francisco County, California.
Case No... CGC-13-535535
AMENDED COMPLAINT FOR POSSESSION
OF PERSONAL PROPERTY AND FOR
DAMAGES; FOR DAMAGES FOR
CONVERSION; FOR DAMAGES FOR
DECEIT; FOR DAMAGES FOR
CONSTRUCTIVE FRAUD
Amount demanded exceeds $10,000
UNLIMITED CIVIL CASE
il times herein mentioned was, a resident of San
2. The allegations of this complaint stated
on information and belief are likely to have
evidentiary support after a reasonable opportunity for further investigation or discovery.
3. Plaintiff is a nonprofit mutual benefit corporation organized under the laws of the State
of California on November 22, 2010. On April 2, 2013, the State Franchise Tax Board
suspended the corporation's official status due to delinquent tax payments. On January
23, 2015, the corporation's status with the state was revived to good standing for the
purposes of this litigation. A Certificate of Revivor is attached hereto as Exhibit E and
made a part hereof.
1
AMENDED COMPLAINT CGC-13-5355354. On or about December 23, 2010, Defendant was named as a director, the president, and
secretary of Plaintiff's nonprofit corporation, which operated in Contra Costa County,
California, and Defendant continued in such positions until on or about February 2, 2012.
During the course of her tenure, Defendant, as a director and president, was in charge of
keeping the books and business records of Plaintiff's corporation. A copy of the corporate
documents is attached hereto as Exhibit A and made a part hereof. A redacted copy of the
Defendant's resignation letter is attached hereto as Exhibit B and made a part hereof.
. Atall times herein mentioned, and in particular on or about January 23, 2012, Plaintiff
was, and still is, the owner and was, and still is, entitled to the exclusive possession of the
following personal property, namely, Glass Casing 650.00, Delivery System Book 40.00;
Dividers #226205 924.00; Dividers #227473 1,130.75; Triple Beam Scale (1) 79.98:
Triple Beam Scale (2) 19.15; Security Cameras 819.99; Keys 16.93; Sign For Outside
215.90; Phone 200.00; Label Maker 88.07; Television 525.16; Surge Protector Power
Cord 21.72; Security Safe 1,491.88; Printer 217.45; Laptop Computer 1,309.91; Wall
Pictures 342.80; Banana Plants 162.96; Pots For Plants 90.00; Power Strip 7.01; Mop
10.15; Calculator 15.21; 4 Digital Scales 150.00; Business Books 511.94; Crowd Control
Stanchion 372.79; All Sales Final Sign 8.00; Open Sign 159.00; Stun Guns 159.80;
Crowd Control Stanchion Posts 1,489.84; Jars 225.54; Lighters 65.43; Lunch Bags
14,32; Stapler 4.30; Decorative Tray/Bow1 17.93; Printer Ink 34.47; Decorative Plants
41,96; Dry Erase Board 60.00; Store Decorations 84.79; Quickbooks Software 3,573.29;
Reception Couch 250.00; Lunch Area Couch 500.00; Music Speaker Tower 150.00; POS
Register Software 117.86; Intuit Software 349.56; Furniture 1,243.39 including 2 Desks,
Bookshelf, Register Table, Bathroom Furniture, Rug, Kitchenette Fridge, Desk, Chairs;
Information Booklets $50; and Product Inventory worth $18,240.
FIRST CAUSE OF ACTION
CLAIM & DELIVERY OF PERSONAL PROPERTY
Plaintiff hereby incorporates by reference paragraphs 1 through 5 above as if fully set
forth herein.
2
AMENDED COMPLAINT CGC-13-5355357.
10.
On or about January 23, 2012, Defendant wrongfully and without Plaintiff's consent took
possession. of the personal property described above valued at a total of $36,253.23.
Since that time Defendant has been, and now is, in wrongful possession of the property in|
violation of Plaintiff's right to immediate and exclusive possession.
On or about February 2, 2012, Defendant resigned as director of Plaintiff's corporation
which operated in Contra Costa County, California, relinquishing all rights to possession
of Plaintiff's property. Plaintiff hereby incorporates by reference Exhibit B.
On April 10, 2012, May 11, 2012, and October 31, 2012, Plaintiff demanded that
Defendant return the property. Defendant did not communicate with the Plaintiff and
failed to return the property after Plaintiff's demand and continues to withheld possession.
of it from Plaintiff in violation of Plaintiff's right to immediate and exclusive possession
of it. A copy of the returned mail is attached hereto as Exhibit C and made a part hereof.
A copy of the email demand letter is included as Exhibit D and made a part hereof.
During, and as a proximate result of, Defendant's wrongful possession and detention of
the Delivery System Book 40.00; Dividers #226205 924.00; Dividers #227473 1,130.75;
Triple Beam Scale (1) 79.98; Triple Beam Scale (2) 19.15; Security Cameras 819.99;
Phone 200.00; Label Maker 88.07; Television 525.16; Surge Protector Power Cord
21.72; Security Safe 1,491.88; Printer 217.45; Laptop Computer 1,309.91; Wall Pictures
342.80; Banana Plants 162.96; Pots For Plants 90.00; Power Strip 7.01; Mop 10.15;
Calculator 15.21; 4 Digital Scales 150.00; Business Books 511.94; Jars 225.54; Lighters
65.43; Lunch Bags 14.32; Stapler 4.30; Printer Ink 34.47; Decorative Plants 41.96; Dry
Erase Board 60.00; Quickbooks Software 3,573.29; Lunch Area Couch 500.00; Music
Speaker Tower 150.00; POS Register Software 117.86; Intuit Software 349.56; Furniture
1,243.39 including 2 Desks, Bookshelf, Register Table, Bathroom Furniture, Rug,
Kitchenette Fridge, Desk, Chairs; and Information Booklets $50, Plaintiff suffered the
loss of the use and enjoyment of its personal property. The reasonable value of use of the
property is approximately $1,000 per month, which constitutes the reasonable rental
value on the property. Therefore, Plaintiff has suffered damages in the sum of $1,000
3
AMENDED COMPLAINT CGC-13-53553512,
14.
15.
16.
per month.
. During, and as a further proximate result of, Defendant's wrongful possession and
detention of Plaintiff's product inventory including food and medicine, Plaintiff suffered
the loss of the depreciation of its personal property to its damage in an amount according
to proof.
During, and as a further proximate result of, Defendant's wrongful possession and
detention of the personal property described above in paragraph 5, Plaintiff suffered
business loss of its personal property to its damage in an amount according to proof.
SECOND CAUSE OF ACTION
CONVERSION
. Plaintiff hereby incorporates by reference paragraphs | through 12 above as if fully set
forth herein.
At all times herein mentioned, and in particular on or about January 23, 2012, Plaintiff
was, and still is, owner and was, and still is, entitled to the possession of $112,780.51.
Plaintiff is informed and believes, and upon such information and belief alleges that
during the period of her tenure as Plaintiff's director, president, and secretary, Defendant,
by means of an agent made false and fraudulent withdrawals from Plaintiff's cash
register that were delivered to her home where she took the funds into her possession for
her own fraudulent use; and by means of false, fraudulent, and intentionally deceptive
statements to the other board member and chief financial officer regarding intentions to
deposit those funds, misappropriated and converted to her personal use and possession,
without Plaintiff's knowledge or consent, the sum of $112,677.00, all of which sum
belonged to Plaintiff.
Plaintiff is informed and believes, and upon such information and belief alleges that
during the period of her tenure as Plaintiff's director, president, and secretary, Defendant,
by means of a false and fraudulent expenditures from Plaintiffs bank account
misappropriated and converted to her personal use and possession, without
4
AMENDED COMPLAINT CGC-13-53553517.
18.
19,
20.
Plaintiff's knowledge or consent, the sum of $103.51, all of which sum belonged to
Plaintiff.
At the time of Defendant's unauthorized use of Plaintiff's funds, the funds were valued at
$112,780.51. Valuation is based on the fair market value of the funds at the time and
place of conversion.
Between the time of discovery of Defendant's conversion of the above-mentioned
property to her own use and the filing of this action, Plaintiff's remaining board member
investigated this action, reached out to its business advisors, and attempted to offer a
resolution to the Defendant. All to Plaintiff's further damage of $5,000.
As a proximate result of Defendant's conversion, Plaintiff has been unable to return to its
business activities. Despite sales of over $120,000 during its three month operation, less
than $7,000 was available in Plaintiff's account, an amount unable to cover its debt and
monthly operating expenses. Plaintiff was also unable to return to its business activities
because the Defendant removed all of the business property and deprived Plaintiff of its
use. Further, as a result of Defendant's conversion, Plaintiff's reputation was harmed
thereby hindering business efforts and the corporation's mission for which trust and
credibility are necessary prerequisites. Additionally, the remaining member of Plaintiff's
board of directors suffered emotional injuries at the discovery of Defendant's malicious
fraud. Having been deceived by a trusted partner and repeatedly lied to for several
months, the board member's morale and spirit were irrevocably damaged. In addition, she
was forced to find alternative full-time employment hindering her ability to operate the
corporation threatening its very existence. These injuries are the natural, reasonable, and
proximate results of the conversion, all to Plaintiff's damage in the sum of $100,000.
At the time Defendant converted the property, Defendant was guilty of malice,
oppression, and a willful and conscious disregard for the rights of Plaintiff in that
Defendant, without making any investigation and with reckless indifference and willful
and conscious disregard for the rights of any person whom may have had an interest in
the converted property, and particularly for the rights of Plaintiff, did convert the
5
AMENDED COMPLAINT CGC-13-53553521.
22.
23.
24.
25.
property. By reason of these acts Plaintiff has been oppressed and seeks punitive and
exemplary damages.
Plaintiff attempted to give knowledge and notice of Plaintiff's interest in the converted
property to Defendant in writing through first class mail, however these letters were
returned undeliverable from Defendant's known address. Plaintiff hereby incorporates by
reference Exhibit C.
Plaintiff also sent notice of Plaintiff's interest in the converted property to Defendant by
email to the Defendant's last known email address. An electronic record shows the email
was opened by the Defendant. The Defendant did not respond to the notice or request to
return the property. Plaintiff hereby incorporates by reference Exhibit D.
THIRD CAUSE OF ACTION
DECEIT
Plaintiff hereby incorporates by reference paragraphs 1 through 22 above as if fully set
forth herein,
Plaintiff is informed and believes, and upon such information and belief alleges that on or|
about October 28, 2011, through January 23, 2012, Defendant Monica Angeles
represented to the Plaintiff that she was appropriately depositing corporate funds totaling
$112,677 into the business account and making appropriate expenditures, but failed to
reveal and suppressed the fact that she was instead taking the money and causing it to be
used for her personal use. Defendant also suppressed the fact that after removing
Plaintiff's property on January 23, 2012, the Defendant used the Plaintiff's business bank
card to pay for a personal dinner in the amount of $103.51. The suppression of the fact of
the takings was likely to mislead the Plaintiff and did in fact mislead the Plaintiff in light
of the other representations made by the Defendant concerning the deposit and use of
company funds.
The representations and failures to disclose information and suppressions of information
herein alleged to have been made by the Defendant Monica Angeles were made with
6
AMENDED COMPLAINT CGC-13-53553526.
27.
28.
29.
30.
the intent to induce the Plaintiff to act in the manner herein alleged in reliance thereon.
The Plaintiff, at the time these failures to disclose and suppressions of facts occurred, and
at the time the Plaintiff took the actions herein alleged, was ignorant of the existence of
the facts that the Defendant suppressed and failed to disclose. If the Plaintiff had been
aware of the existence of the facts not disclosed by the Defendant, the Plaintiff
would not have, as it did, allow Defendant to remain as director of Plaintiff's
corporation, manage the business, and handle funds. Plaintiff would have used the
funds it did not know about to expand and protect the business. Plaintiff would have
been able to carry on its business rather than close due to lack of funds, Plaintiff's
reliance on Defendant's statements and actions was justified as the Defendant had a
fiduciary duty to the Plaintiff to disclose such facts.
As a proximate result of the fraudulent conduct of the Defendant as herein alleged. the
Plaintiff was deprived of its funds and prevented from conducting its business, by reason
of which the Plaintiff has been damaged in the sum of $212,780.51.
The aforementioned conduct of the Defendant was an intentional misrepresentation,
deceit, or concealment of a material fact known to the Defendant with the intention on
the part of the Defendant of thereby depriving the Plaintiff of property or legal rights or
otherwise causing injury, and was despicable conduct that subjected the Plaintiff to a
cruel and unjust hardship in conscious disregard of the Plaintiff's rights, so as to justify
an award of exemplary and punitive damages.
FOURTH CAUSE OF ACTION
CONSTRUCTIVE FRAUD
Plaintiff hereby incorporates by reference paragraphs | through 28 above as if fully set
forth herein.
On or about November 22, 2010, through February 2, 2012, Defendant Monica Angeles
was the director, president, and secretary of Plaintiff's corporation Kingston Wellness,
Inc., and at all times herein mentioned was acting within the course and scope of
7
AMENDED COMPLAINT CGC-13-53553531.
32.
33.
her authority for Kingston Wellness, Inc. Plaintiff hereby incorporates by reference
Exhibits A and B.
By virtue of the Defendant’s position in the corporation, the Defendant owed to the
Plaintiff a fiduciary duty, and by virtue of the Plaintiff having placed confidence in the
fidelity and integrity of the Defendant in entrusting the Defendant with her authority as a
director and officer, a confidential relationship existed at all times herein mentioned
between the Plaintiff and the Defendant.
Despite having accepted the trust and confidence reposed in her by the Plaintiff and in
violation of this relationship of trust and confidence, the Defendant abused the trust and
confidence of the Plaintiff by her silence that suppressed the fact that she withheld
$112,677 in cash that was to be deposited into the bank account of the Plaintiff and used
it for the Defendant’s own personal use rather than for the authorized purposes connected
with the Plaintiff’s business. The dates and amounts withheld on those dates are alleged
according to proof. Defendant also suppressed the fact that after removing Plaintiff's
property on January 23, 2012, the Defendant used the Plaintiff's business bank card to
pay for a personal dinner in the amount of $103.51. No part of these sums has been
returned by the Defendant to the Plaintiff, despite the Plaintiff's demand therefor.
Defendant also suppressed the fact of the business finances not revealing that there were
insufficient funds remaining to run the business. Plaintiff hereby incorporates by
reference Exhibits C and D.
The Defendant did the acts herein alleged with the intent to deceive and defraud the
Plaintiff, and the Defendant employed the following devices to conceal from the Plaintiff
the fact that the Defendant had obtained funds from the Plaintiff’s business for the
Defendant’s own use: Defendant refused access to accounting and financial records and
used an agent to remove cash from the business premises and deliver it to the Defendant's
home where she took it into her possession for her personal use. The Defendant also used
the business bank card assigned to her for an unauthorized purchase. The Defendant did
these acts with the intent to induce reliance by the Plaintiff in the continuing fidelity
8
AMENDED COMPLAINT CGC-13-53553534.
35,
36.
of the Defendant as a director and officer entrusted with the Plaintiff's funds and access
to the Plaintiffs bank. account.
The Plaintiff in fact placed confidence and reliance in the Defendant until on or about
January 23, 2012, when Defendant removed all of the tangible property from Plaintiffs
storefront and the remaining director contacted the bank to get financial information and
the Plaintiff discovered the true facts concerning the failure to deposit the funds that were
instead made for the Defendant’s personal use, as alleged above. The Plaintiff reasonably
telied on the Defendant in view of their confidential and fiduciary relationship.
As a result of the fraud of the Defendant as herein alleged, the Plaintiff has been
damaged in the sum of $212,780.51,
The aforementioned conduct of the Defendant was an intentional misrepresentation,
deceit, or concealment of a material fact known to the Defendant with the intention on
the
part of the Defendant of thereby depriving the Plaintiff of property or legal rights or
otherwise causing injury, and was despicable conduct that subjected the Plaintiff to a
cruel and unjust hardship in conscious disregard of the Plaintiff's rights, so as to justify
an award of exemplary and punitive damages.
WHEREFORE, Plaintiff prays judgment against Defendant as follows:
AS TO THE FIRST CAUSE OF ACTION
1. For possession of the personal property described above or, if the property cannot be
delivered, for its value in the sum of $36,253.23;
2. For damages according to proof;
3. For damages for depreciation according to proof;
4. For damages for loss of use of property in the sum of $1,000 per month, from and
after January 23, 2012;
5. For damages for business loss according to proof;
9
AMENDED COMPLAINT CGC-13-535535AS TO THE SECOND CAUSE OF ACTION
6. For possession. of the personal property described above or, if the property cannot be
delivered, for its value in the sum of $112,780.51;
7. For interest at the legal rate on the foregoing sum pursuant to Section 3336 of the Civil
Code, from and after January 23, 2012:
8. For damages for the proximate and foreseeable loss resulting from Defendant's
conversion in the sum of $100,000;
9. For interest at the legal rate on the foregoing sum pursuant to Section 3287(a) of the
Civil Code, from and after January 23, 2012;
10, For damages for time properly expended in pursuit of the converted property in the
sum of $5,000;
1}. For punitive and exemplary damages:
AS TO THE THIRD CAUSE OF ACTION
12. For general damages in the sum of $ 112,780.51;
13. For special damages for Plaintiff's inability to conduct business, damage to Plaintiff's
business, and time and effort to recover in the sum of $100,000;
14. For punitive damages in an amount appropriate to punish the Defendant and deter
others from engaging in similar misconduct;
AS TO THE FOURTH CAUSE OF ACTION
15. For general damages in the sum of $ 112,780.51;
16. For special damages for Plaintiff's inability to conduct business, damage to Plaintiff's
business, and time and effort to recover in the sum of $100,000;
17. For punitive damages in an amount appropriate to punish the Defendant and deter
others from engaging in similar misconduct;
10
AMENDED COMPLAINT CGC-13-535535AS TO ALL CAUSES OF ACTION
18. For an accounting between Plaintiff and Defendant;
19. For attorney's fees;
20. For costs of suit herein incurred; and
21. For such other and further relief as the Court may deem proper.
Law Office of Lauren A. Vazquez
By: /s/ Lauren Vazquez
Lauren Vazquez SBN 267880
Attorney for Plaintiff Kingston Wellness, Inc.
2601 Blanding Ave #C204
Alameda, CA 94501
Ph: 805-217-6116
Alt: 1-855-665-5297
i
AMENDED COMPLAINT CGC-13-535535EXHIBITAFROG ¢ Amber: O. Raia
B34553h
pORSED = FILE
nov g2 20
ARTICINS OF INCORPORATION OF
KINGSTON WELIQUSS, INC.
A, Califorsis Nonprofit Mutual Benelit Corporation
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The name of this corporation ia Kingsion Wellness, lnc.
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THis sorpomtion ts a monpredit murgal imedit componition deganiead ander tha Noeprogt
Mates} Benefit Corponition Law, The purpose of this corporslion is to engage in any lawful act
of activity, ether then aradis ualog, business, for which « compeision aay be organlaed under
sath lave,
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‘The sate of thig comporation’s initia! agent for service of groom fe Perncorp
Incorporated,
JT cbpelact that I am the person who cxotuted the shave Articles of fnearposation, and thar
thle inetrmment ia my act and dood,
Suzy Sita, Teosporator
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Robert A. Raich
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DEC 09 200 y/
DERRA BOWEN, Sncipiny oftimeFROM ¢ Rebert A. Raich PHONE NG. ¢ SiG Se Gece Jul. GS Bite ta 4taM Po
ACTION OF INCORPORATOR
OF
KINGSTON WELLNESS, INC,
A Catifornia Nonprofit Mutual Benefic Corporation
The urelersigned, as Sole Incerporator of Kingston Wellness, Inc. a Califoraia nonproit
ey
mutual benefit corporation (the “Corporation” ), adopts the following resolutions on behalf of the
Corporation:
WHEREAS, no bylaws have been adopted for the regulation of the affairs of the
Corporation,
WHEREAS, it ig deemed to be in the best interests of the Corporation that bylaws be
adopted as the bylaws of the Corporation: and
PHEREAS, under the Corporations Code, the Sole Incorperator is authorized to adopt
‘bylaws:
ICIS RESOLVED THAT the Bylaws as presented to the incorporator are adopted as the
Corporation's bylaws, and
IT 1S FURTHER, RESOLVED THAT the Secretary of the Corporation is authorized and
directed to insert the Bylaws in the minure book of the Corporation, and to see that a copy of the
Bylaws is kept at the principal office to transact the business of the Dorporation
WHEREAS. under the Corporations Cade, the Sole Incorporator is authorized to elect the
initial directors of the Corporation,
ITIS RESOLVED THAT Monica Angeles and Jenny Hrenez are hereby elected as the
initial Directors of the Corporation, to serve until they ne: ox are removed or until thetr
successors are duly elected and qualified.
Sole IncorporaterJul, 25 2812 Le: 4a0M PS
FROM 0 Robert A. Raich
WAIVER OF NOTICE AND CONSENT TO HOLDING THE FIRST MELTING OF
THE BOARD OF DIRECTORS OF
KINGSTON WELLNESS, INC.
A California Nonprofit Mutual Benefit Corporation
We, the undersigned, Monica Angeles and Jenny Jimenez, being all of the initial
Directors of Kingston Wellness, Inc., a California nonprofit mutual benefit corporation, waive
tiotice of ancl consertt to the holding of the first meeting ofthe Board of Directors of the
Corporation at Galdand, California on the 231d of December, 2016, and consent to the
transaation of any and afl business that may be properly brought before that meeting.
We request that this waiver and consent be Hled with the corporate recerds or be made a
part of the minutes of the meeting for the purpose of showing thet the business transacted at the
meeting is valid and of the same force and effect as if the meeting were held after regular call and
notice,
Dated: December 23, 201020M S Robert AL Ra
MINUTES OF FIRST MEETING OF THE
BOARD OF DIRECTORS
OF
KINGSTON WELLNESS, INC,
A California Nonprofit Mutual Benefit Corporation
The first meeting of the Board of Directors of Kingston Wellness, Inc., a Calforuia nongrofit
mutual benefit corporation, was held at Oakland, Caltfornia, at 2:00 pn. on December 23, 2010.
The following Directors were present: Monica Angeles and Jenny Jimenez. No Director
was absent. Robert Raich was also present.
The meeting was called to order by Monica Angeles.
A suggestion was made for the appointment ofa temporary president and teraporary
scoretary. On motion made, seconded, and unanimously carried, Monica Angeles was appointed
Temporary President and Monica Angeles was alse appolmted Temporary Seeretary,
The Waiver of Notice and Consent to Holding the First Mesting of the Board of Directors
was presented, and ordered filed with the minutes of this meeting.
The Temporary President reported that the original Articles of Incorporation of the
Corporation had been filed in the office of the Secretary of State of California on Novernber 22,
2610. The Temporary President prosented to the meeting a certified copy of said Articles of
Incorporation, and was directed to insert said copy in the book of minutes of the Corporation.
On mation duly made, seconded, and unanimously carried, it wes resolved that Paraccira
Incorporated be confizmed as the Corporation's agent for service of process,
The Tersporary President presented to the meeting the copy of the Bylaws of the
Corporation adopted by the Incetporater. On motion duly made, seconded, and unaminiously
carried, the following resolution was adopted:
RESOLVED, thet this Corporation approve the Bylaws as adopted by the Incorporator,
consisting of nine pages.
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The Secretary was directed to omecute 4 certificate of adaption of the Bylaws and to insert
said Bylaws as so certified in the book of minutes af the Corporation.
The Temporary President announced that the number of Directors would be established
under Section 3.1, of the Bylaws, On motion duly made, seconded, and unanimously carried, the
following resolution was adopted:
RESOLVED, that the authorized number of Directors ofthe Corporation shall be twe.
It wag noted that under California law, if the Corporation were to have no Directors, ne
Directors would be appointed by the superior court, Thereupon, on raotion duly made, seconded.
and unanimously carried, the following resolutions were adopted:
RESOLVED, that if for any reason Monica Angeles were to became unable to serve as
the sole Director of the Corporation, Nick Hughes would become the Director, with full power
and authority to exercise such position: amc
RESOLVED FURTHES, that if for any reason Jenny Jimenez were to became unable to
serve ag the aoe Director of the Corporation, Irma Orellana would became the Director, with fill
power and authority to exereise such position
Tt was noted that under Section 4.1 of the Bylaws, the officers of the corporation will be a
President, a Secretary, a Chief Financial Officer, and such other officers with dtles and dities
determined by the Board. The Temporary President then stated that nominations were in order
for the election of afticers of the Corporation. Thereupon, the following slate of officers was
nominated:
Monica Angeles President
Monica Angeles Secretary
Jenny Fimenez Chief Financial Officer.
There being no other nominations, upon motion made, seconded, and unanimously carried, the
slate of officers nominated was duty clected to hold office, The elected President and Seerztary
acted throughout the balance of the meeting as President and Secretary
On motion duly made, seconded, and unanimously carried, it was resolved that the
President will also hold the title of Executive Director,
The President sated that under California Jaw and Section 1.1 of the Bylaws it is
newessary to designate a principal executive office for the Corporation, whereupon the BoardFROM ¢ Rebert A. Raich PHONE MC. ¢ SiG 33e Bea Jul. 23 2@12 (@:S@em PS
adopted the following resolution:
RESOLVED, that 2804 Gateway Oaks Drive, Suite 200, Sacramento, California 95833
is designated as the principal executive office of this Corporetion.
in order to provide for the payment of the expenses of incorporation and organization of
this Corporation, on metion made, seconded, and unanimously carried, the folowing resolution
was adapted:
RESOLVED), that the Chief Financial Officer be, and he hereby is, authorized to pay for
the expenses of incorporation and organization of this Corporation, including reimbursement of
any person for such expenses the person has already incurred.
ht was noted that a federal employer identification number is needed for use on certain tax
returns and statements. On motion duly made, seconded, and unanimously carried, the following
resolution was adopted:
RESOLVED, that the officers of the Corporation are authorized and direeted to make
such filings and applications as are necessary to secure for the Corporation a federal emplover
identification murber.
It was noted that under the Califomia Corporations Code « nonprofit corporation avast
file a Statement of Information with the office of the California Secretary of State within 90 days
alter incorporation and at least biennially thereafter. On motion duly made, seconded, and
unanimously carried, the following resolution was adopted:
RESOLVED, that the Secretary is authorized and directed to execute and file with the
office of the Califoria Sacretary of State, at the times recuired by haw, the Statement of
Information required by the Corporations Code to be filed by domestic nonprofit corporations.
The President presented to the Board for its approval a proposed seal of the Corporation,
and the Board adopted the following resohstions:
RESOLVED, that the corporate seal presented to this Board of Dixectors is adopted as the
seal of this Corporation; and
RESOLVED FURTHER, thar the Secretary is directed to affix an impression of die
corporate seal of this Corporation to the minutes of this meeting under this resolution.FROM : Robert &, Raich PHONE NO. : S19 338 asad Jul. 23 2a42 2e0516M Pa
Yo provide for a depositery for the funds of Uus Corporation, and to suthortze the
Corporation to dea! with corporate funds, the following resolutions were adopted:
RESOLVED, that this Corporation establish in its name one or more deposit accounts
with one or niore financial instinations, upon such terms and conditions as ray be agreed upon
with said Smancial institution, and that the officers, acting on the Corporation’s behalf, ars
authorized to establish such account or accounts; and
RESOLVED POR THER, that the officers of this Corporation are authorized to withdraw
funds of this Corporation from said account or accounts upon checks of this Corporation signed
with a signature duly certified to said financial institution by the Corporation, and said financial
institution is hereby authorized to honor and pay amy and all checks so signed, inchiding those
drawn to the individual order of any person authorized to sign the sane; and
RESOLVED FURTHER, that the standard form of corporate resolution required by a
financial institution for opening a corporate account is adopted as the resolution of the Boerd of
Directors, and the officers shall obtain the necessary signatures, exeoute the necessary
certifications, and take such other steps as needed to open such. an account,
There being no further business to come before the meeting, the meeting was adieurned at
Ello pam.
Monica Angeles, SecretaryEXHIBIT BTo:
Foor:
Bate:
Re,
Co:
Kingston Wettnass, ine, Jenny Jimenez, Temnsrary Ghief Pinanciat
Officer {CFO}, Member of the Board of Ciructors and Members of
the Board.
Masion Angelus, Toryiraty Pracidient, Temparary Samratary,
Executive Dinsctur and Member of the Board
Fedomuary 2, 2012
Resignation Letter
Benjamin 8. Wagner, (LS. Aliomey Bastars Distict of California,
Rebert A. Raich, Aitomey at Law, and Lee 8 Family Partnorahip,
Property Landtord.
Effective immediately, | hereby resign my positions as Temporary President,
‘Yomparary Secretary, Executive Dire
for, and momar of the Board af Director of
Kingston Weliscss, Inc.
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Read Notification: Kingston Wellness, inc.
mhangeles@aol.com
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Retum-Path: fireduplawyen@emall.cam
From: freduplawyer@gmall.com
MessaygetD:
Te: mhangeles@acl.com
Subject: Kingston Weliness, Inc.
Data: S1-Oct-12 at 16:28:44om GMT
References:
Yo: mhangeles@acl corn readnottly. com
Dear Mrs. Angetes,
| am writing you on behalf of Kingston Wellness, inc. Jenny Jimenez is the sole corporate director and officer of
Kingston Wellness, inc. She reports thet on January 23, 2012, you rernoved property belonging tc Kingston
Wellness, inc., from 4140 Survise Blvd. Sulte 6, Fair Oaks, CA. Kingston Wellness, Inc., requests that you
return possession of all property removed from the premises to Ms. Jimenez. if you are no longer in possession
of ceriain items of property you must provide the replacement cost for those iterns. You are alse asked to retum
all corporate records, finarcial statements, computer files, and funds belonging to Kingston Wellness, inc., in
your possession. A list of the property and Rs value is provided at the end of this fetter, You may contact me by
phone or email to arrange for netuen of the properly. If you do not return this property in a reasonable time,
Kingston Wellness, inc... will pursue legal action against you.
in an effort to resolve this confict, | Suagect that H may be based on a misunderstanding of the role of directors
in a nonprofit corporation. Ms. Jimenez has informed me that you made substantial financial contributions to
Kingsten Wellness, fic., between November 2008 arc January 2012. She also informed me that these types of
contributions were net explained to either her or you. In an effort to resolve this conflict please aliow me to
explain the role of nonprofit corporate directors and how capital contributions are treated in nonprofit corporations
such as Kingston Wellness, Inc.
Generally, when a corporate director makes a financial contribution to a corporation, it is treated as a capital
contribution. The director invests 2 certain arnount in retum for an ownershin percentage of the corporation.
Nonprofit corporations are different. No individual is allowed to invest funds and receive a portion of the profits.
instead alt profits must be reinvested in the corporation. If a director makes a contribution of funds to a nonprofit
corporation it I either a donation or a loan.
His my conclusion that you may Haye rémoved corporate property in the mistaken bellef that I belonged te you
because of your financial contribution to the company. However, this property belongs to Kingston Wellness,
inc., and any armeunt you believe you are owed should be paid directly from company funds like any other
business creditor. Ms. Jimenez is willing to enter into such an agreement with you on behalf of Kingston
Wellness, Inc., after you comply with the requests In this letter. This way you can aveid expensive and time
consuming litigation.
Kingston Wellness, Inc., requests thet you return all company property to Ms, Jimenez immediately. Several
attempts to mall this request to you have been unsuccessful and retumed by the USPS. Therefore, if no
response to this email is received within-a reasonable time, it will be taken as a refusal to comply with this
request and further legal action will be taken against you on behalf of Kingston Wellness, Inc.
Thank You,
Lauren Vazquez
Attorney at Law
888-667-5287
Property List:
Glass Casing 650.00
betes: {frail coovala. com fimait/ca/u/G/Pul= 2&ik~= a8 5 (4698 8daulew=otdsearch=sentéth~ 13ab7a780c808ag 8LOPS ESLS Gamal! ~ Kingster Weliness, irc.
Book On Delivery System 40.60
Dividers #226205 924.00
Dividers #227472 1,130.75
Triple Beam Scale 1 79.98
Triple Beam Scale 2 19.15
Security Cameras 818.99
Keys 16.92
Sign For Outside 216.90
Prone 200.00
Label Maker 88.07
Television 525.16
Surge Cord 24.72
Security Safe 1,401.88
Printer 277.45
Laptop Computer 1,300.91
Wall Plotures 342.80
Banana Plants 162.96
Pots For Plants 90.00
Power Strip 7.07
Mop 1048
Calculator 15.21
4 Digital Scales 150.00
Various Books 611.04
Crowd Contral Stanchion 372.78
Ab Sales Final Sign 8.060
Open Sign 159.00
Stun Guns 159.60
Crowd Control Stanchion Pasts 1,489.94
dars 225.64
Lighters 65.43
httns 3335534000
SOS Number
FEIN 2 274362810000
Effective Date 1 01/23/15
This corporation was relieved of suspension or forfeiture and is now in good standing with the
Franchise Tax Board.
Accounts Receivable Management Division
ASSISTANCE
‘Telephone assistance is available year-round from 8 a.m. to 5 p.m., Monday through Friday.
From within the United States, cali ...
From outside the United States, call
- (800) 852-5711
(816) 845-6500
Website at: www.ftb.ca.gov
Assistance for persons with disabilities: We comply with the Americans with Disabilities Act. Persons with hearing or speech impairments please
call TTY/TDD (800) 822-6268.
FTB 2557 BC ARCS (REV 03-2010)
Preview
Lauren A. Vazquez SBN 267880 Law Office of Lauren A. Vazquez, 2601 Blanding Ave. Suite C-204 Alameda, CA 94501 Tel: 805-217-6116 Attorney for Plaintiff ELECTRONICALLY FILED Superior Court of California, County of San Francisco JAN 26 2015 Clerk of the Court BY: BOWMAN LIU Deputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO KINGSTON WELLNESS, INC., Plaintiff, v. MONICA ANGELES, Defendant. Plaintiff alleges: 1. Defendant Monica Angeles is, and at al Francisco County, California. Case No... CGC-13-535535 AMENDED COMPLAINT FOR POSSESSION OF PERSONAL PROPERTY AND FOR DAMAGES; FOR DAMAGES FOR CONVERSION; FOR DAMAGES FOR DECEIT; FOR DAMAGES FOR CONSTRUCTIVE FRAUD Amount demanded exceeds $10,000 UNLIMITED CIVIL CASE il times herein mentioned was, a resident of San 2. The allegations of this complaint stated on information and belief are likely to have evidentiary support after a reasonable opportunity for further investigation or discovery. 3. Plaintiff is a nonprofit mutual benefit corporation organized under the laws of the State of California on November 22, 2010. On April 2, 2013, the State Franchise Tax Board suspended the corporation's official status due to delinquent tax payments. On January 23, 2015, the corporation's status with the state was revived to good standing for the purposes of this litigation. A Certificate of Revivor is attached hereto as Exhibit E and made a part hereof. 1 AMENDED COMPLAINT CGC-13-5355354. On or about December 23, 2010, Defendant was named as a director, the president, and secretary of Plaintiff's nonprofit corporation, which operated in Contra Costa County, California, and Defendant continued in such positions until on or about February 2, 2012. During the course of her tenure, Defendant, as a director and president, was in charge of keeping the books and business records of Plaintiff's corporation. A copy of the corporate documents is attached hereto as Exhibit A and made a part hereof. A redacted copy of the Defendant's resignation letter is attached hereto as Exhibit B and made a part hereof. . Atall times herein mentioned, and in particular on or about January 23, 2012, Plaintiff was, and still is, the owner and was, and still is, entitled to the exclusive possession of the following personal property, namely, Glass Casing 650.00, Delivery System Book 40.00; Dividers #226205 924.00; Dividers #227473 1,130.75; Triple Beam Scale (1) 79.98: Triple Beam Scale (2) 19.15; Security Cameras 819.99; Keys 16.93; Sign For Outside 215.90; Phone 200.00; Label Maker 88.07; Television 525.16; Surge Protector Power Cord 21.72; Security Safe 1,491.88; Printer 217.45; Laptop Computer 1,309.91; Wall Pictures 342.80; Banana Plants 162.96; Pots For Plants 90.00; Power Strip 7.01; Mop 10.15; Calculator 15.21; 4 Digital Scales 150.00; Business Books 511.94; Crowd Control Stanchion 372.79; All Sales Final Sign 8.00; Open Sign 159.00; Stun Guns 159.80; Crowd Control Stanchion Posts 1,489.84; Jars 225.54; Lighters 65.43; Lunch Bags 14,32; Stapler 4.30; Decorative Tray/Bow1 17.93; Printer Ink 34.47; Decorative Plants 41,96; Dry Erase Board 60.00; Store Decorations 84.79; Quickbooks Software 3,573.29; Reception Couch 250.00; Lunch Area Couch 500.00; Music Speaker Tower 150.00; POS Register Software 117.86; Intuit Software 349.56; Furniture 1,243.39 including 2 Desks, Bookshelf, Register Table, Bathroom Furniture, Rug, Kitchenette Fridge, Desk, Chairs; Information Booklets $50; and Product Inventory worth $18,240. FIRST CAUSE OF ACTION CLAIM & DELIVERY OF PERSONAL PROPERTY Plaintiff hereby incorporates by reference paragraphs 1 through 5 above as if fully set forth herein. 2 AMENDED COMPLAINT CGC-13-5355357. 10. On or about January 23, 2012, Defendant wrongfully and without Plaintiff's consent took possession. of the personal property described above valued at a total of $36,253.23. Since that time Defendant has been, and now is, in wrongful possession of the property in| violation of Plaintiff's right to immediate and exclusive possession. On or about February 2, 2012, Defendant resigned as director of Plaintiff's corporation which operated in Contra Costa County, California, relinquishing all rights to possession of Plaintiff's property. Plaintiff hereby incorporates by reference Exhibit B. On April 10, 2012, May 11, 2012, and October 31, 2012, Plaintiff demanded that Defendant return the property. Defendant did not communicate with the Plaintiff and failed to return the property after Plaintiff's demand and continues to withheld possession. of it from Plaintiff in violation of Plaintiff's right to immediate and exclusive possession of it. A copy of the returned mail is attached hereto as Exhibit C and made a part hereof. A copy of the email demand letter is included as Exhibit D and made a part hereof. During, and as a proximate result of, Defendant's wrongful possession and detention of the Delivery System Book 40.00; Dividers #226205 924.00; Dividers #227473 1,130.75; Triple Beam Scale (1) 79.98; Triple Beam Scale (2) 19.15; Security Cameras 819.99; Phone 200.00; Label Maker 88.07; Television 525.16; Surge Protector Power Cord 21.72; Security Safe 1,491.88; Printer 217.45; Laptop Computer 1,309.91; Wall Pictures 342.80; Banana Plants 162.96; Pots For Plants 90.00; Power Strip 7.01; Mop 10.15; Calculator 15.21; 4 Digital Scales 150.00; Business Books 511.94; Jars 225.54; Lighters 65.43; Lunch Bags 14.32; Stapler 4.30; Printer Ink 34.47; Decorative Plants 41.96; Dry Erase Board 60.00; Quickbooks Software 3,573.29; Lunch Area Couch 500.00; Music Speaker Tower 150.00; POS Register Software 117.86; Intuit Software 349.56; Furniture 1,243.39 including 2 Desks, Bookshelf, Register Table, Bathroom Furniture, Rug, Kitchenette Fridge, Desk, Chairs; and Information Booklets $50, Plaintiff suffered the loss of the use and enjoyment of its personal property. The reasonable value of use of the property is approximately $1,000 per month, which constitutes the reasonable rental value on the property. Therefore, Plaintiff has suffered damages in the sum of $1,000 3 AMENDED COMPLAINT CGC-13-53553512, 14. 15. 16. per month. . During, and as a further proximate result of, Defendant's wrongful possession and detention of Plaintiff's product inventory including food and medicine, Plaintiff suffered the loss of the depreciation of its personal property to its damage in an amount according to proof. During, and as a further proximate result of, Defendant's wrongful possession and detention of the personal property described above in paragraph 5, Plaintiff suffered business loss of its personal property to its damage in an amount according to proof. SECOND CAUSE OF ACTION CONVERSION . Plaintiff hereby incorporates by reference paragraphs | through 12 above as if fully set forth herein. At all times herein mentioned, and in particular on or about January 23, 2012, Plaintiff was, and still is, owner and was, and still is, entitled to the possession of $112,780.51. Plaintiff is informed and believes, and upon such information and belief alleges that during the period of her tenure as Plaintiff's director, president, and secretary, Defendant, by means of an agent made false and fraudulent withdrawals from Plaintiff's cash register that were delivered to her home where she took the funds into her possession for her own fraudulent use; and by means of false, fraudulent, and intentionally deceptive statements to the other board member and chief financial officer regarding intentions to deposit those funds, misappropriated and converted to her personal use and possession, without Plaintiff's knowledge or consent, the sum of $112,677.00, all of which sum belonged to Plaintiff. Plaintiff is informed and believes, and upon such information and belief alleges that during the period of her tenure as Plaintiff's director, president, and secretary, Defendant, by means of a false and fraudulent expenditures from Plaintiffs bank account misappropriated and converted to her personal use and possession, without 4 AMENDED COMPLAINT CGC-13-53553517. 18. 19, 20. Plaintiff's knowledge or consent, the sum of $103.51, all of which sum belonged to Plaintiff. At the time of Defendant's unauthorized use of Plaintiff's funds, the funds were valued at $112,780.51. Valuation is based on the fair market value of the funds at the time and place of conversion. Between the time of discovery of Defendant's conversion of the above-mentioned property to her own use and the filing of this action, Plaintiff's remaining board member investigated this action, reached out to its business advisors, and attempted to offer a resolution to the Defendant. All to Plaintiff's further damage of $5,000. As a proximate result of Defendant's conversion, Plaintiff has been unable to return to its business activities. Despite sales of over $120,000 during its three month operation, less than $7,000 was available in Plaintiff's account, an amount unable to cover its debt and monthly operating expenses. Plaintiff was also unable to return to its business activities because the Defendant removed all of the business property and deprived Plaintiff of its use. Further, as a result of Defendant's conversion, Plaintiff's reputation was harmed thereby hindering business efforts and the corporation's mission for which trust and credibility are necessary prerequisites. Additionally, the remaining member of Plaintiff's board of directors suffered emotional injuries at the discovery of Defendant's malicious fraud. Having been deceived by a trusted partner and repeatedly lied to for several months, the board member's morale and spirit were irrevocably damaged. In addition, she was forced to find alternative full-time employment hindering her ability to operate the corporation threatening its very existence. These injuries are the natural, reasonable, and proximate results of the conversion, all to Plaintiff's damage in the sum of $100,000. At the time Defendant converted the property, Defendant was guilty of malice, oppression, and a willful and conscious disregard for the rights of Plaintiff in that Defendant, without making any investigation and with reckless indifference and willful and conscious disregard for the rights of any person whom may have had an interest in the converted property, and particularly for the rights of Plaintiff, did convert the 5 AMENDED COMPLAINT CGC-13-53553521. 22. 23. 24. 25. property. By reason of these acts Plaintiff has been oppressed and seeks punitive and exemplary damages. Plaintiff attempted to give knowledge and notice of Plaintiff's interest in the converted property to Defendant in writing through first class mail, however these letters were returned undeliverable from Defendant's known address. Plaintiff hereby incorporates by reference Exhibit C. Plaintiff also sent notice of Plaintiff's interest in the converted property to Defendant by email to the Defendant's last known email address. An electronic record shows the email was opened by the Defendant. The Defendant did not respond to the notice or request to return the property. Plaintiff hereby incorporates by reference Exhibit D. THIRD CAUSE OF ACTION DECEIT Plaintiff hereby incorporates by reference paragraphs 1 through 22 above as if fully set forth herein, Plaintiff is informed and believes, and upon such information and belief alleges that on or| about October 28, 2011, through January 23, 2012, Defendant Monica Angeles represented to the Plaintiff that she was appropriately depositing corporate funds totaling $112,677 into the business account and making appropriate expenditures, but failed to reveal and suppressed the fact that she was instead taking the money and causing it to be used for her personal use. Defendant also suppressed the fact that after removing Plaintiff's property on January 23, 2012, the Defendant used the Plaintiff's business bank card to pay for a personal dinner in the amount of $103.51. The suppression of the fact of the takings was likely to mislead the Plaintiff and did in fact mislead the Plaintiff in light of the other representations made by the Defendant concerning the deposit and use of company funds. The representations and failures to disclose information and suppressions of information herein alleged to have been made by the Defendant Monica Angeles were made with 6 AMENDED COMPLAINT CGC-13-53553526. 27. 28. 29. 30. the intent to induce the Plaintiff to act in the manner herein alleged in reliance thereon. The Plaintiff, at the time these failures to disclose and suppressions of facts occurred, and at the time the Plaintiff took the actions herein alleged, was ignorant of the existence of the facts that the Defendant suppressed and failed to disclose. If the Plaintiff had been aware of the existence of the facts not disclosed by the Defendant, the Plaintiff would not have, as it did, allow Defendant to remain as director of Plaintiff's corporation, manage the business, and handle funds. Plaintiff would have used the funds it did not know about to expand and protect the business. Plaintiff would have been able to carry on its business rather than close due to lack of funds, Plaintiff's reliance on Defendant's statements and actions was justified as the Defendant had a fiduciary duty to the Plaintiff to disclose such facts. As a proximate result of the fraudulent conduct of the Defendant as herein alleged. the Plaintiff was deprived of its funds and prevented from conducting its business, by reason of which the Plaintiff has been damaged in the sum of $212,780.51. The aforementioned conduct of the Defendant was an intentional misrepresentation, deceit, or concealment of a material fact known to the Defendant with the intention on the part of the Defendant of thereby depriving the Plaintiff of property or legal rights or otherwise causing injury, and was despicable conduct that subjected the Plaintiff to a cruel and unjust hardship in conscious disregard of the Plaintiff's rights, so as to justify an award of exemplary and punitive damages. FOURTH CAUSE OF ACTION CONSTRUCTIVE FRAUD Plaintiff hereby incorporates by reference paragraphs | through 28 above as if fully set forth herein. On or about November 22, 2010, through February 2, 2012, Defendant Monica Angeles was the director, president, and secretary of Plaintiff's corporation Kingston Wellness, Inc., and at all times herein mentioned was acting within the course and scope of 7 AMENDED COMPLAINT CGC-13-53553531. 32. 33. her authority for Kingston Wellness, Inc. Plaintiff hereby incorporates by reference Exhibits A and B. By virtue of the Defendant’s position in the corporation, the Defendant owed to the Plaintiff a fiduciary duty, and by virtue of the Plaintiff having placed confidence in the fidelity and integrity of the Defendant in entrusting the Defendant with her authority as a director and officer, a confidential relationship existed at all times herein mentioned between the Plaintiff and the Defendant. Despite having accepted the trust and confidence reposed in her by the Plaintiff and in violation of this relationship of trust and confidence, the Defendant abused the trust and confidence of the Plaintiff by her silence that suppressed the fact that she withheld $112,677 in cash that was to be deposited into the bank account of the Plaintiff and used it for the Defendant’s own personal use rather than for the authorized purposes connected with the Plaintiff’s business. The dates and amounts withheld on those dates are alleged according to proof. Defendant also suppressed the fact that after removing Plaintiff's property on January 23, 2012, the Defendant used the Plaintiff's business bank card to pay for a personal dinner in the amount of $103.51. No part of these sums has been returned by the Defendant to the Plaintiff, despite the Plaintiff's demand therefor. Defendant also suppressed the fact of the business finances not revealing that there were insufficient funds remaining to run the business. Plaintiff hereby incorporates by reference Exhibits C and D. The Defendant did the acts herein alleged with the intent to deceive and defraud the Plaintiff, and the Defendant employed the following devices to conceal from the Plaintiff the fact that the Defendant had obtained funds from the Plaintiff’s business for the Defendant’s own use: Defendant refused access to accounting and financial records and used an agent to remove cash from the business premises and deliver it to the Defendant's home where she took it into her possession for her personal use. The Defendant also used the business bank card assigned to her for an unauthorized purchase. The Defendant did these acts with the intent to induce reliance by the Plaintiff in the continuing fidelity 8 AMENDED COMPLAINT CGC-13-53553534. 35, 36. of the Defendant as a director and officer entrusted with the Plaintiff's funds and access to the Plaintiffs bank. account. The Plaintiff in fact placed confidence and reliance in the Defendant until on or about January 23, 2012, when Defendant removed all of the tangible property from Plaintiffs storefront and the remaining director contacted the bank to get financial information and the Plaintiff discovered the true facts concerning the failure to deposit the funds that were instead made for the Defendant’s personal use, as alleged above. The Plaintiff reasonably telied on the Defendant in view of their confidential and fiduciary relationship. As a result of the fraud of the Defendant as herein alleged, the Plaintiff has been damaged in the sum of $212,780.51, The aforementioned conduct of the Defendant was an intentional misrepresentation, deceit, or concealment of a material fact known to the Defendant with the intention on the part of the Defendant of thereby depriving the Plaintiff of property or legal rights or otherwise causing injury, and was despicable conduct that subjected the Plaintiff to a cruel and unjust hardship in conscious disregard of the Plaintiff's rights, so as to justify an award of exemplary and punitive damages. WHEREFORE, Plaintiff prays judgment against Defendant as follows: AS TO THE FIRST CAUSE OF ACTION 1. For possession of the personal property described above or, if the property cannot be delivered, for its value in the sum of $36,253.23; 2. For damages according to proof; 3. For damages for depreciation according to proof; 4. For damages for loss of use of property in the sum of $1,000 per month, from and after January 23, 2012; 5. For damages for business loss according to proof; 9 AMENDED COMPLAINT CGC-13-535535AS TO THE SECOND CAUSE OF ACTION 6. For possession. of the personal property described above or, if the property cannot be delivered, for its value in the sum of $112,780.51; 7. For interest at the legal rate on the foregoing sum pursuant to Section 3336 of the Civil Code, from and after January 23, 2012: 8. For damages for the proximate and foreseeable loss resulting from Defendant's conversion in the sum of $100,000; 9. For interest at the legal rate on the foregoing sum pursuant to Section 3287(a) of the Civil Code, from and after January 23, 2012; 10, For damages for time properly expended in pursuit of the converted property in the sum of $5,000; 1}. For punitive and exemplary damages: AS TO THE THIRD CAUSE OF ACTION 12. For general damages in the sum of $ 112,780.51; 13. For special damages for Plaintiff's inability to conduct business, damage to Plaintiff's business, and time and effort to recover in the sum of $100,000; 14. For punitive damages in an amount appropriate to punish the Defendant and deter others from engaging in similar misconduct; AS TO THE FOURTH CAUSE OF ACTION 15. For general damages in the sum of $ 112,780.51; 16. For special damages for Plaintiff's inability to conduct business, damage to Plaintiff's business, and time and effort to recover in the sum of $100,000; 17. For punitive damages in an amount appropriate to punish the Defendant and deter others from engaging in similar misconduct; 10 AMENDED COMPLAINT CGC-13-535535AS TO ALL CAUSES OF ACTION 18. For an accounting between Plaintiff and Defendant; 19. For attorney's fees; 20. For costs of suit herein incurred; and 21. For such other and further relief as the Court may deem proper. Law Office of Lauren A. Vazquez By: /s/ Lauren Vazquez Lauren Vazquez SBN 267880 Attorney for Plaintiff Kingston Wellness, Inc. 2601 Blanding Ave #C204 Alameda, CA 94501 Ph: 805-217-6116 Alt: 1-855-665-5297 i AMENDED COMPLAINT CGC-13-535535EXHIBITAFROG ¢ Amber: O. Raia B34553h pORSED = FILE nov g2 20 ARTICINS OF INCORPORATION OF KINGSTON WELIQUSS, INC. A, Califorsis Nonprofit Mutual Benelit Corporation i The name of this corporation ia Kingsion Wellness, lnc. Hh THis sorpomtion ts a monpredit murgal imedit componition deganiead ander tha Noeprogt Mates} Benefit Corponition Law, The purpose of this corporslion is to engage in any lawful act of activity, ether then aradis ualog, business, for which « compeision aay be organlaed under sath lave, ie. ‘The sate of thig comporation’s initia! agent for service of groom fe Perncorp Incorporated, JT cbpelact that I am the person who cxotuted the shave Articles of fnearposation, and thar thle inetrmment ia my act and dood, Suzy Sita, Teosporator nD Be = BePROM: Robert A. Raich PHONE MO. : SlB BS Geer Jul. 25 2at2 4a: 419M FS uarand, ay mate te ise he ‘Secret Sie ation, DEC 09 200 y/ DERRA BOWEN, Sncipiny oftimeFROM ¢ Rebert A. Raich PHONE NG. ¢ SiG Se Gece Jul. GS Bite ta 4taM Po ACTION OF INCORPORATOR OF KINGSTON WELLNESS, INC, A Catifornia Nonprofit Mutual Benefic Corporation The urelersigned, as Sole Incerporator of Kingston Wellness, Inc. a Califoraia nonproit ey mutual benefit corporation (the “Corporation” ), adopts the following resolutions on behalf of the Corporation: WHEREAS, no bylaws have been adopted for the regulation of the affairs of the Corporation, WHEREAS, it ig deemed to be in the best interests of the Corporation that bylaws be adopted as the bylaws of the Corporation: and PHEREAS, under the Corporations Code, the Sole Incorperator is authorized to adopt ‘bylaws: ICIS RESOLVED THAT the Bylaws as presented to the incorporator are adopted as the Corporation's bylaws, and IT 1S FURTHER, RESOLVED THAT the Secretary of the Corporation is authorized and directed to insert the Bylaws in the minure book of the Corporation, and to see that a copy of the Bylaws is kept at the principal office to transact the business of the Dorporation WHEREAS. under the Corporations Cade, the Sole Incorporator is authorized to elect the initial directors of the Corporation, ITIS RESOLVED THAT Monica Angeles and Jenny Hrenez are hereby elected as the initial Directors of the Corporation, to serve until they ne: ox are removed or until thetr successors are duly elected and qualified. Sole IncorporaterJul, 25 2812 Le: 4a0M PS FROM 0 Robert A. Raich WAIVER OF NOTICE AND CONSENT TO HOLDING THE FIRST MELTING OF THE BOARD OF DIRECTORS OF KINGSTON WELLNESS, INC. A California Nonprofit Mutual Benefit Corporation We, the undersigned, Monica Angeles and Jenny Jimenez, being all of the initial Directors of Kingston Wellness, Inc., a California nonprofit mutual benefit corporation, waive tiotice of ancl consertt to the holding of the first meeting ofthe Board of Directors of the Corporation at Galdand, California on the 231d of December, 2016, and consent to the transaation of any and afl business that may be properly brought before that meeting. We request that this waiver and consent be Hled with the corporate recerds or be made a part of the minutes of the meeting for the purpose of showing thet the business transacted at the meeting is valid and of the same force and effect as if the meeting were held after regular call and notice, Dated: December 23, 201020M S Robert AL Ra MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS OF KINGSTON WELLNESS, INC, A California Nonprofit Mutual Benefit Corporation The first meeting of the Board of Directors of Kingston Wellness, Inc., a Calforuia nongrofit mutual benefit corporation, was held at Oakland, Caltfornia, at 2:00 pn. on December 23, 2010. The following Directors were present: Monica Angeles and Jenny Jimenez. No Director was absent. Robert Raich was also present. The meeting was called to order by Monica Angeles. A suggestion was made for the appointment ofa temporary president and teraporary scoretary. On motion made, seconded, and unanimously carried, Monica Angeles was appointed Temporary President and Monica Angeles was alse appolmted Temporary Seeretary, The Waiver of Notice and Consent to Holding the First Mesting of the Board of Directors was presented, and ordered filed with the minutes of this meeting. The Temporary President reported that the original Articles of Incorporation of the Corporation had been filed in the office of the Secretary of State of California on Novernber 22, 2610. The Temporary President prosented to the meeting a certified copy of said Articles of Incorporation, and was directed to insert said copy in the book of minutes of the Corporation. On mation duly made, seconded, and unanimously carried, it wes resolved that Paraccira Incorporated be confizmed as the Corporation's agent for service of process, The Tersporary President presented to the meeting the copy of the Bylaws of the Corporation adopted by the Incetporater. On motion duly made, seconded, and unaminiously carried, the following resolution was adopted: RESOLVED, thet this Corporation approve the Bylaws as adopted by the Incorporator, consisting of nine pages. me NS Lm z = ze me nO coFROM ¢ Robert &. Raich PHONE NOG. ° S1@ S36 a6e2 Jul. 28 2612 16: 4RAM Pe The Secretary was directed to omecute 4 certificate of adaption of the Bylaws and to insert said Bylaws as so certified in the book of minutes af the Corporation. The Temporary President announced that the number of Directors would be established under Section 3.1, of the Bylaws, On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the authorized number of Directors ofthe Corporation shall be twe. It wag noted that under California law, if the Corporation were to have no Directors, ne Directors would be appointed by the superior court, Thereupon, on raotion duly made, seconded. and unanimously carried, the following resolutions were adopted: RESOLVED, that if for any reason Monica Angeles were to became unable to serve as the sole Director of the Corporation, Nick Hughes would become the Director, with full power and authority to exercise such position: amc RESOLVED FURTHES, that if for any reason Jenny Jimenez were to became unable to serve ag the aoe Director of the Corporation, Irma Orellana would became the Director, with fill power and authority to exereise such position Tt was noted that under Section 4.1 of the Bylaws, the officers of the corporation will be a President, a Secretary, a Chief Financial Officer, and such other officers with dtles and dities determined by the Board. The Temporary President then stated that nominations were in order for the election of afticers of the Corporation. Thereupon, the following slate of officers was nominated: Monica Angeles President Monica Angeles Secretary Jenny Fimenez Chief Financial Officer. There being no other nominations, upon motion made, seconded, and unanimously carried, the slate of officers nominated was duty clected to hold office, The elected President and Seerztary acted throughout the balance of the meeting as President and Secretary On motion duly made, seconded, and unanimously carried, it was resolved that the President will also hold the title of Executive Director, The President sated that under California Jaw and Section 1.1 of the Bylaws it is newessary to designate a principal executive office for the Corporation, whereupon the BoardFROM ¢ Rebert A. Raich PHONE MC. ¢ SiG 33e Bea Jul. 23 2@12 (@:S@em PS adopted the following resolution: RESOLVED, that 2804 Gateway Oaks Drive, Suite 200, Sacramento, California 95833 is designated as the principal executive office of this Corporetion. in order to provide for the payment of the expenses of incorporation and organization of this Corporation, on metion made, seconded, and unanimously carried, the folowing resolution was adapted: RESOLVED), that the Chief Financial Officer be, and he hereby is, authorized to pay for the expenses of incorporation and organization of this Corporation, including reimbursement of any person for such expenses the person has already incurred. ht was noted that a federal employer identification number is needed for use on certain tax returns and statements. On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the officers of the Corporation are authorized and direeted to make such filings and applications as are necessary to secure for the Corporation a federal emplover identification murber. It was noted that under the Califomia Corporations Code « nonprofit corporation avast file a Statement of Information with the office of the California Secretary of State within 90 days alter incorporation and at least biennially thereafter. On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the Secretary is authorized and directed to execute and file with the office of the Califoria Sacretary of State, at the times recuired by haw, the Statement of Information required by the Corporations Code to be filed by domestic nonprofit corporations. The President presented to the Board for its approval a proposed seal of the Corporation, and the Board adopted the following resohstions: RESOLVED, that the corporate seal presented to this Board of Dixectors is adopted as the seal of this Corporation; and RESOLVED FURTHER, thar the Secretary is directed to affix an impression of die corporate seal of this Corporation to the minutes of this meeting under this resolution.FROM : Robert &, Raich PHONE NO. : S19 338 asad Jul. 23 2a42 2e0516M Pa Yo provide for a depositery for the funds of Uus Corporation, and to suthortze the Corporation to dea! with corporate funds, the following resolutions were adopted: RESOLVED, that this Corporation establish in its name one or more deposit accounts with one or niore financial instinations, upon such terms and conditions as ray be agreed upon with said Smancial institution, and that the officers, acting on the Corporation’s behalf, ars authorized to establish such account or accounts; and RESOLVED POR THER, that the officers of this Corporation are authorized to withdraw funds of this Corporation from said account or accounts upon checks of this Corporation signed with a signature duly certified to said financial institution by the Corporation, and said financial institution is hereby authorized to honor and pay amy and all checks so signed, inchiding those drawn to the individual order of any person authorized to sign the sane; and RESOLVED FURTHER, that the standard form of corporate resolution required by a financial institution for opening a corporate account is adopted as the resolution of the Boerd of Directors, and the officers shall obtain the necessary signatures, exeoute the necessary certifications, and take such other steps as needed to open such. an account, There being no further business to come before the meeting, the meeting was adieurned at Ello pam. Monica Angeles, SecretaryEXHIBIT BTo: Foor: Bate: Re, Co: Kingston Wettnass, ine, Jenny Jimenez, Temnsrary Ghief Pinanciat Officer {CFO}, Member of the Board of Ciructors and Members of the Board. Masion Angelus, Toryiraty Pracidient, Temparary Samratary, Executive Dinsctur and Member of the Board Fedomuary 2, 2012 Resignation Letter Benjamin 8. Wagner, (LS. Aliomey Bastars Distict of California, Rebert A. Raich, Aitomey at Law, and Lee 8 Family Partnorahip, Property Landtord. Effective immediately, | hereby resign my positions as Temporary President, ‘Yomparary Secretary, Executive Dire for, and momar of the Board af Director of Kingston Weliscss, Inc. Remainder RedactedEXHIBIT CLod FeRSaarS S8Sh6 YO “Emgsnid apy BOAUES LOIS) Corb sapotuy Boo] 2> 2980 LOOL 9880 0696 LLB NNT | ||| | OShé VO ‘epaurmyy HEPUEET 1002 MET JO GOTO APYSeAg ISDE OOO DekeEXHIBIT DBOsSE SES Umai ~ Read Notification: Kingston Wellness, inc, Read Notification: Kingston Wellness, inc. mhangeles@aol.com Reply-To: PieaseRon'tteply ToThie@readnotify com To: PiredUpLewyerdgmail.cormn 29-Hiam ‘PSTSPDT time at Open, H-Oci-12 at 13:43:28pm_ i (86% Hkehood) somoast net (245 40 86:43398) 2/5.0 (iPhone, CPU iPhone OS 6_ like Mac OS X) L, fike Gecko) MobieliOA8Og +P texticss,,"1" httes:/ /mall.ceogle.com /mall/ea/u/O/Tui=2&ikeoaRS fa6RSdaview -otSsearch=inbaxsthe L3abSooredd7a0e3LOPSis he mail ~ Read Notification: Kingston Wetinass, Inc, Closed Reader closed your email at 31-Oct-12 at 13.43:29pm (UTC -7-00) Os} Moz/5.0 GPhone; GPU iPhone OS 6 (XHTML, like Gecko) Mobile/ 104 tke Mac OS x) : ~lick here for up-to-date dive) racking Information. rc contimation was produced and sant at 31-Gct- AZ at (ddA Toen HEC PO (S140 eh4 2 BARAT GMT) couetesy of F Jhathy. com with times converted to ‘PSTBPOT ims; and refers to an original email of sender mfereace 1D and ReadNotify com refermnce dG42753e0211 thealsdideede202dd Huan! land only acknowledges thet the message wag displayed (ie: nol necessarily mad or understoed) on the recipient's machine. Tou an change your sattings (including fuming off thie email mad notifications. oF getting them instead by IOQ, SMS, or Paged from ne ReadNctily wah ate, Retum-Path: fireduplawyen@emall.cam From: freduplawyer@gmall.com MessaygetD: Te: mhangeles@acl.com Subject: Kingston Weliness, Inc. Data: S1-Oct-12 at 16:28:44om GMT References: Yo: mhangeles@acl corn readnottly. com Dear Mrs. Angetes, | am writing you on behalf of Kingston Wellness, inc. Jenny Jimenez is the sole corporate director and officer of Kingston Wellness, inc. She reports thet on January 23, 2012, you rernoved property belonging tc Kingston Wellness, inc., from 4140 Survise Blvd. Sulte 6, Fair Oaks, CA. Kingston Wellness, Inc., requests that you return possession of all property removed from the premises to Ms. Jimenez. if you are no longer in possession of ceriain items of property you must provide the replacement cost for those iterns. You are alse asked to retum all corporate records, finarcial statements, computer files, and funds belonging to Kingston Wellness, inc., in your possession. A list of the property and Rs value is provided at the end of this fetter, You may contact me by phone or email to arrange for netuen of the properly. If you do not return this property in a reasonable time, Kingston Wellness, inc... will pursue legal action against you. in an effort to resolve this confict, | Suagect that H may be based on a misunderstanding of the role of directors in a nonprofit corporation. Ms. Jimenez has informed me that you made substantial financial contributions to Kingsten Wellness, fic., between November 2008 arc January 2012. She also informed me that these types of contributions were net explained to either her or you. In an effort to resolve this conflict please aliow me to explain the role of nonprofit corporate directors and how capital contributions are treated in nonprofit corporations such as Kingston Wellness, Inc. Generally, when a corporate director makes a financial contribution to a corporation, it is treated as a capital contribution. The director invests 2 certain arnount in retum for an ownershin percentage of the corporation. Nonprofit corporations are different. No individual is allowed to invest funds and receive a portion of the profits. instead alt profits must be reinvested in the corporation. If a director makes a contribution of funds to a nonprofit corporation it I either a donation or a loan. His my conclusion that you may Haye rémoved corporate property in the mistaken bellef that I belonged te you because of your financial contribution to the company. However, this property belongs to Kingston Wellness, inc., and any armeunt you believe you are owed should be paid directly from company funds like any other business creditor. Ms. Jimenez is willing to enter into such an agreement with you on behalf of Kingston Wellness, Inc., after you comply with the requests In this letter. This way you can aveid expensive and time consuming litigation. Kingston Wellness, Inc., requests thet you return all company property to Ms, Jimenez immediately. Several attempts to mall this request to you have been unsuccessful and retumed by the USPS. Therefore, if no response to this email is received within-a reasonable time, it will be taken as a refusal to comply with this request and further legal action will be taken against you on behalf of Kingston Wellness, Inc. Thank You, Lauren Vazquez Attorney at Law 888-667-5287 Property List: Glass Casing 650.00 betes: {frail coovala. com fimait/ca/u/G/Pul= 2&ik~= a8 5 (4698 8daulew=otdsearch=sentéth~ 13ab7a780c808ag 8LOPS ESLS Gamal! ~ Kingster Weliness, irc. Book On Delivery System 40.60 Dividers #226205 924.00 Dividers #227472 1,130.75 Triple Beam Scale 1 79.98 Triple Beam Scale 2 19.15 Security Cameras 818.99 Keys 16.92 Sign For Outside 216.90 Prone 200.00 Label Maker 88.07 Television 525.16 Surge Cord 24.72 Security Safe 1,401.88 Printer 277.45 Laptop Computer 1,300.91 Wall Plotures 342.80 Banana Plants 162.96 Pots For Plants 90.00 Power Strip 7.07 Mop 1048 Calculator 15.21 4 Digital Scales 150.00 Various Books 611.04 Crowd Contral Stanchion 372.78 Ab Sales Final Sign 8.060 Open Sign 159.00 Stun Guns 159.60 Crowd Control Stanchion Pasts 1,489.94 dars 225.64 Lighters 65.43 httns 3335534000 SOS Number FEIN 2 274362810000 Effective Date 1 01/23/15 This corporation was relieved of suspension or forfeiture and is now in good standing with the Franchise Tax Board. Accounts Receivable Management Division ASSISTANCE ‘Telephone assistance is available year-round from 8 a.m. to 5 p.m., Monday through Friday. From within the United States, cali ... From outside the United States, call - (800) 852-5711 (816) 845-6500 Website at: www.ftb.ca.gov Assistance for persons with disabilities: We comply with the Americans with Disabilities Act. Persons with hearing or speech impairments please call TTY/TDD (800) 822-6268. FTB 2557 BC ARCS (REV 03-2010)