No Value: FIRST 2 AID EMS, INC. vs. LUCZYWO, CHRISTOPHER

On August 04, 2022 a No Value was filed involving a dispute between First 2 Aid Ems, Inc., and Luczywo, Christopher, for CIRCUIT CIVIL in the District Court of Osceola County.

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Filing # 160324098 E-Filed 10/31/2022 04:06:16 PM

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT,
IN AND FOR OSCEOLA COUNTY, FLORIDA

FIRST 2 AID EMS, INC.,
a Florida corporation,
Case No.: 2022-CA-002033
Plaintiff,

CHRISTOPHER LUCZYWO,

Defendant.
____________________________________/

DEFENDANT’S, CHRISTOPHER LUCZYWO, AMENDED MOTION FOR
SUMMARY FINAL JUDGMENT

Defendant, CHRISTOPHER LUCZYWO, (“LUCZYWO”), by and through his

undersigned counsel and pursuant to Florida Rule of Civil Procedure 1.510 hereby files

this Amended Motion for Summary Final Judgment. As will be set forth below, LUCZYWO

is entitled to Summary Final Judgment as LUCZYWO, together with his wife, are the sole

shareholders and directors of this closely held Corporation. Accordingly, the Corporation,

by and through its CEO, Sanjay Parekh and John Kochy, the alleged President, cannot

set forth a claim for conversion, tortious interference, breach of duty of royalty, breach of

fiduciary duty and violation of Florida’s Uniform Trade Secrets Act and civil theft.

On or about February 21, 2018, FIRST 2 AID EMS, INC. was formed for the

purpose of operating a Florida for profit corporation. A copy of the Electronic Articles of

Incorporation is attached hereto as Exhibit “A.” The Corporation was formed by Brandy

Luczywo. The officers and directors of the Corporation were Brandy Luczywo and

CHRISTOPHER LUCZYWO. See Exhibit “A” previously attached hereto. The

Corporation’s shares were apportioned as fifty-one percent (51%) to Brandy Luczywo and

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forty-nine percent (49%) to CHRISTOPHER LUCZYWO. See the Affidavits of Brandy

Luczywo and CHRISTOPHER LUCZYWO attached hereto as Exhibits “B” and “C.”

The Company operated continuously from February 21, 2018 until July 11, 2022,

including the timely filing of annual reports from 2019 through 2022. See the Affidavits of

Brandy Luczywo and CHRISTOPHER LUCZYWO previously attached here to as

Exhibits “B” and “C.”

FIRST 2 AID EMS, INC. was formed to provide medical transport between hospital

and nursing home facilities. In July 2020, as FIRST 2 AID EMS, INC. began to expand,

it hired Sanjay Parekh as Chief Executive Officer. Mr. Parekh was not given stock

options, nor was Mr. Parekh provided with stock certificates for FIRST 2 AID EMS, INC.

Between November 2020 and June 8, 2022, Mr. Parekh operated along side the

President, Brandy Luczywo, and Vice President, LUCZYWO. See Affidavit of Christopher

Luczywo as Exhibit “C.”

On or about June 8, 2022, Mr. Parekh dismissed LUCZYWO as Chief Operating

Officer.

On or about July 11, 2022, individuals fraudulently submitted Articles of

Amendment to Articles of Incorporation for FIRST 2 AID EMS, INC., removing

LUCZYWO, as Vice President and Brandy Luczywo as President. A copy of the

Amendment to Articles of Incorporation are attached here to Exhibit “D.” In their place,

Sanjay Parekh was designated as a Director and Vice President.

At the time of filing the Amendment to Articles of Incorporation the only directors

for FIRST 2 AID EMS, INC. were Brandy Luczywo and LUCZYWO. See Exhibit “A”

previously attached here.

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John Kochy is identified on the Amended Articles of Incorporation. Mr. Kochy was

an individual who assisted in financing to FIRST 2 AID EMS, INC. and was not employed

by FIRST 2 AID EMS, INC. Further, Brandy Luczywo and LUCZYWO had not sold,

transferred, gifted, pledged or otherwise provided to John Kochy any shares of FIRST 2

AID EMS, INC. Finally, Brady Luczywo and LUCZYWO, as Directors, did not vote to

place John Kochy on the Board. See Affidavits of Brandy Luczywo and CHRISTOPHER

LUCZYWO previously attached hereto as Exhibits “B” and “C.”

STANDARD OF REVIEW

Summary judgment is proper against a party who fails to make a showing sufficient

to establish the existence of an element essential to that party’s case for which that party

bears the burden of proof at trial. Celotex Corporation v. Catrett, 106 Ct. 2548 (1986).1

Summary judgment is appropriate when the Court is satisfied and there is no genuine

issue of material fact and the movant is entitled to summary judgment as a matter of law.

Mohr v. Jotcar, Inc., 2021 W.L. 914168 (M.D. Fla. March 10, 2021). An issue is “genuine”

if the record taken as whole could not lead a rational trier of fact to find for the non-moving

party. Baby Buddies, Inc. v. Toys “R” Us, 611 F.3d 1308 (11th Cir. 2010). On summary

judgment, the court is asked is to decide whether the evidence presents a disagreement

sufficient to require the submission to a jury, or whether it is so one sided that one party

must prevail as a matter of law. Hickson Corp. v. Northern Crossarm Company, Inc., 357

F.3d 1256, 1260, (11th Cir. 2004).

1 On May 1, 2021, the Florida Supreme Court adopted the Federal Court standard for summary judgments.

In Re: Amendments to Florida Civil Procedure 1.510, 309 So. 3d 192 (Dec. 31, 2020)(stating that effective
May 1, 2021 the summary judgment standard articulated by the United States Supreme Court in Celotex
Corporation v. Catrett, 477 U.S. 317 (1986) shall be the standard for Florida).

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ARGUMENT

I. LUCZYWO Is Entitled To Summary Judgment On Count I For Conversion As
The Property Subject To The Conversion Count Was Owned By LUCZYWO.

FIRST 2 AID EMS, INC. cannot assert a conversion claim against LUCZYWO as

LUCZYWO and Brandy Luczywo held one hundred percent (100%) stock ownership in

FIRST 2 AID EMS, INC. and LUCZYWO is the Vice President of FIRST 2 AID EMS, INC.

Conversion is an act of dominion and control over another’s property inconsistent

with the other’s ownership within. Goodwin v. Alexatos, 584 So.2d 1007 (Fla. 5th 1991);

Edwards v. Landsman, 51 So.3d 1208 (Fla. 4th DCA 2011); Taubenfeld v. Lasko, 324

So.3d 529 (Fla. 4th DCA 2021). In order to support a conversion claim, one must prove

ownership of the subject property. The essence of the action for conversion is the

wrongful deprivation of property ending ownership. Taubenfeld v. Lasko, 324 So.3d 529

(Fla. 4th DCA 2021).

In this case, there is no genuine issue of material fact that FIRST 2 AID EMS, INC.

did not own those items identified in the Complaint or otherwise were wrongfully deprived

of the property. LUCZYWO has attested that he is a forty-nine percent (49%) shareholder

of FIRST 2 AID EMS, INC. Brandy Luczywo, his spouse, has attested that she is a fifty-

one percent (51%) shareholder of FIRST 2 AID EMS, INC. Accordingly, Brandy Luczywo

and LUCZYWO comprise one hundred percent (100%) of the shares of FIRST 2 AID

EMS, INC. Additionally, Brandy Luczywo attested that she was the President of FIRST

2 AID EMS, INC. Likewise, LUCZYWO was the Vice President of FIRST 2 AID EMS,

INC. from the time of formation to the present. Moreover, each has attested they were

the sole board of directors. Exhibit “A” demonstrates they were the only officers and

directors through July 2022. As sole shareholders and directors, each had the right to

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control the property of Company. Central to any conversion claim is the ability for the

party to demonstrate dominion or authority over property adverse to the rights of the true

owner. FIRST 2 AID EMS, INC. cannot demonstrate as such based on the summary

judgment evidence.

In short, as a practical matter if the LUCZUWOS’ are one hundred percent (100%)

stockholders, are the only directors and the only officers, then how can there be a

conversion of property?

In conclusion, Defendant, CHRISTOPHER LUCZYWO, is entitled to summary final

judgment on Count I for conversion.

II. LUCZYWO Is Entitled To Summary Final Judgment On Count II For Tortious
Interference As He Not A Third-Party Or Stranger To The Business
Relationship.

LUCZYWO is entitled to summary judgment on Count II for tortious interference as

LUCZYWO and Brandy LUCZYWO are one hundred percent (100%) shareholders of

FIRST 2 AID EMS, INC. Moreover, at all times material LUCZYWO was the Vice

President of FIRST 2 AID EMS, INC., as well as the Chief Operating Officer. At no time

did the Board of Directors or shareholders meet to remove LUCZYWO as Vice President

of FIRST 2 AID EMS, INC. See Affidavits of Brandy Luczywo and CHRISTOPHER

LUCZYWO previously attached here to as Exhibits “B” and “C.”

The elements of a tortious interference with business relationship are 1) the

existence of a business relationship; 2) knowledge of the relationship on the part of the

defendant; 3) an intentional and unjustified interference with the relationship by the

defendant; and 4) damage to the plaintiff as the result of the breach of the relationship.

Ethan Allen, Inc. v. Georgetown Manor, Inc.; 647 So.2d 812 (Fla. 1994). For the

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interference to be unjustified, the interfering defendant must be a third-party or a stranger

to the business. Palm Beach County Healthcare v. Professional Medical Education, 13

So.3d 1090 (Fla. 4th DCA 2009). A cause of action for tortious interference does not lie

against one who, himself is a party to the business relationship. Bridge Financial, Inc. v.

J. Fischer & Associates, Inc., 310 So.3d 45 (Fla. 4th DCA 2020). A person cannot

interfere in a business relationship with himself. Id. A party cannot be held liable for

tortious interference when it has a supervisory interest in how the relationship is

conducted or a potential financial interest in how a contract is performed. Id.

In Bridge Financial, Inc. v. J. Fischer & Associates, Inc., 310 So.3d 45 (Fla. 4th

DCA 2020), appellants were terminated by J. Fischer & Associates, Inc. (“JFA”) after they

copied JFA’s entire client list and formed their own competing business, Bridge Financial,

Inc. After termination, appellants solicited JFA’s clients allegedly causing a decrease in

JFA’s revenue. JFA brought suit for tortious interference with contract. Bridge Financial,

Inc. v. J. Fischer & Associates, Inc., 310 So.3d 45 (Fla. 4th DCA 2020). JFA appealed a

judgment on the pleadings entered by the trial court on a count for tortious interference

with business relationship because although appellants were a five percent (5%) minority

shareholder of JFA, they were not personally a party to the relationships between JFA

and its customers. The appellate court held that appellants, as a shareholder in JFA, with

a five percent (5%) interest in the company, could not interfere in a business relationship

with themselves. Id. The court cited with approval ULQ, LLC v. Meder, 293 G.A. App.

176, 666 SE 2d 713 (2008)(holding no claim against a former officer who still had a ten

percent (10%) ownership interest in the company because the former officer was not a

stranger to the business or contractual relationships).

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Based on the foregoing, LUCZYWO cannot be a third-party interfering in FIRST 2

AID EMS, INC.’s alleged business or contractual relationships with customers, since he

is an officer, shareholder and director of FIRST 2 AID EMS, INC. and not a stranger.

III. LUCZYWO Is Entitled To Summary Final Judgment On Count III and IV For
Breach Of Fiduciary Duty And Breach of Duty of Loyalty.

The elements of a claim for fiduciary duty are the existence of a fiduciary duty;

breach of said duty; and proximate cause of plaintiff’s damages. Gracey v. Eaker, 837

So.2d 348 (Fla. 2002). There are two fundamental fiduciary duties: the duty of care and

the duty of loyalty. The duty of care is a requirement to use that amount of care in which

ordinary careful and prudent men in similar circumstances and consider all material

information reasonably available in making business decisions. Taubenfeld v. Lasko, 324

So.3d 529 (Fla. 4th DCA 2021). The duty of loyalty mandates that the best interest of the

corporation and shareholders take precedence over any interest possessed by a director,

officer or controlling shareholder and not shared by the stockholders generally. Id. The

duty of good faith is actually a subsidiary element of the duty of loyalty. Id.

Here, FIRST 2 AID EMS, INC. has alleged that LUCZYWO violated the fiduciary

duty of loyalty by converting certain equipment (Paragraph 64 of Plaintiff’s Verified

Complaint); solicited FIRST 2 AID EMS, INC.’s employees in anticipation of future

competition against the Corporation while he was an officer (Paragraph 63 of Plaintiff’s

Verified Complaint); and allegedly improperly collected and retained deposits, progress

payments and/or final payments from customers. (Paragraph 65 of Plaintiff’s Verified

Complaint). FIRST 2 AID EMS, INC. subsequently alleges that LUCZYWO violated a

general fiduciary duty by entering into agreements on behalf of the Company that were

intended to damage the Company. (Paragraph 70 of Plaintiff’s Complaint).

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However, as Brandy Luczywo and LUCZYWO are one hundred percent (100%)

shareholders of this closely held Corporation, and the only directors and officers of FIRST

2 AID EMS, INC., LUCZYWO would in practice owe a fiduciary duty to himself.

LUCZYWO would not owe a fiduciary duty to the employees of the Corporation.

The duty of loyalty mandates that the best interest of the shareholders takes

precedent over any interest possessed by a director, officer or controlling shareholder,

and not shared by the stockholders generally. However, Brandy Luczywo and LUCZYWO

are the stockholders generally. They are the only stockholders. Therefore, FIRST 2 AID

EMS, INC. is alleging that LUCZYWO breached a fiduciary duty to himself.

Based on the foregoing, LUCZYWO is entitled to summary judgment on the breach

of fiduciary duty claims.

IV. LUCZYWO Is Entitled To Summary Judgment On Count V For Violation Of
Florida Uniform Trade Secrets Act.

In order to prevail on a claim for misappropriation of trade secrets under Florida

law, a plaintiff must demonstrate that the defendants misappropriated secret information

from the plaintiff of which the plaintiff made reasonable efforts to maintain the secrecy.

Furmanite America, Inc. v. T.D. Williamson, Inc., 506 F. Supp 2d 1134 (N.D. Fla. April 11,

2007).

LUCZYWO has attested he was forty-nine percent (49%) stockholder of the

Company, Vice President, and one of two directors of FIRST 2 AID EMS, INC. Further,

LUCZYWO never transferred, assigned, or sold any stock of FIRST 2 AID EMS, INC. to

John Kochy and Sanjay Parekh. Moreover, as of today, LUCZYWO is still the lawful

director and officer of FIRST 2 AID EMS, INC.

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Brandy Luczywo has attested she is fifty-one percent (51%) shareholder of FIRST

2 AID EMS, INC. and one of two directors since the Company’s formation. Brandy

Luczywo attested she is the lawful President and that at no time did she transfer, assign,

or sell any stock shares to John Kochy and Sanjay Parekh.

Moreover, each of these individuals have attested that no board meetings were

held which removed either of them as an officer of the Company.

Based on the foregoing, LUCZYWO could not have misappropriated a trade secret

allegedly belonging to FIRST 2 AID EMS, INC. as LUCZYWO and Brandy Luczywo are

one hundred percent (100%) stockholders of FIRST 2 AID EMS, INC. and the only lawful

officers and directors of FIRST 2 AID EMS, INC. Further, their Affidavits make clear that

any alleged trade secret, which LUCZYWO contests are actually trade secrets, were

owned by LUCZYWO, individually.

Based on the foregoing, LUCZYWO is entitled to summary final judgment on Count

V for violation of Florida’s Uniform Trade Secrets Act.

V. LUCZYWO Is Entitled To Summary Judgment On Count VI For Civil Theft.

LUCZYWO is entitled to summary judgment on Count VI for civil theft as Plaintiff

cannot demonstrate criminal intent.

A person commits theft if he or she knowingly obtains or uses, or endeavors to

obtain or to use, the property of another with intent to, either temporarily or permanently:

a) Deprive the other person the right to the property or to benefit from the property; b)

Appropriate the property to his/her own use or to the use of any person not entitled to the

use of the property. Fla. Stat. §812.014 (2002). In order to establish civil theft, the party

must prove the statutory elements of theft, as well as criminal intent. Gersh v. Cofman,

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769 So.2d 407 (Fla. 4th DCA 2000). Criminal intent is defined in §812.014 as the intent

to temporarily or permanently deprive or appropriate the property of another. Counter

Manors v. Master Antenna Systems, Inc., 534 So.2d 1187(Fla. 4th 1988).

In this case, Plaintiff cannot demonstrate criminal intent based on the summary

judgment evidence. LUCZYWO attested that at the time of the alleged termination he

was an officer and director of FIRST 2 AID EMS, INC. (Paragraph 3 and 4 of Christopher

Luczywo’s Affidavit). LUCZYWO further attested that he held forty-nine percent (49%) of

the shares of FIRST 2 AID EMS, INC. LUCZYWO testified that he did not sell, transfer

or pledge the shares. LUCZYWO attested that at no time prior to his alleged termination

was there a meeting of the shareholders to remove any officer or director of the Company.

(Paragraph 16 of Christopher Luczywo’s Affidavit). Further, the shareholders of FIRST 2

AID EMS, INC. did not authorize the removal of LUCZWYO as a director or officer of

FIRST 2 AID EMS, INC. (Paragraph 17 of Christopher Luczywo’s Affidavit). Based on

the foregoing, LUCZYWO cannot be terminated from FIRST 2 AID EMS, INC. nor can he

possess the criminal intent to deprive FIRST 2 AID EMS, INC. of property as LUCZYWO

had legal authority to possess such property.

Based on the foregoing, LUCZYWO is entitled to summary judgment on Count VI

for civil theft.

CONCLUSION

In conclusion, Defendant, CHRISTOPHER LUCZYWO, would hereby move this

Court for entry of Summary Final Judgment on Plaintiff’s, FIRST 2 AID EMS, INC.,

Complaint.

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LUCZYWO could not have converted FIRST 2 AID EMS, INC.’s property based on

his ownership and rightful possession.

Additionally, LUCZYWO could not have breached a fiduciary duty as the claims

being brought are through the Company but not per the approval and content of the Board

of Directors or the shareholders. Instead, an employee seeks to act on behalf of the

Company.

Count II for tortious interference should be similarly dismissed as CHRISTOPHER

LUCZYWO is not a third-party interfering with FIRST 2 AID EMS, INC.’s contracts or

business relationships. LUCZYWO was, and is, one of two directors, and the Vice

President of FIRST 2 AID EMS, INC. Therefore, LUCZYWO could not tortiously interfere

with FIRST 2 AID EMS, INC.

LUCZYWO is entitled to summary judgment on the FUTSA claim as LUCZYWO

owned the alleged trade secrets.

Finally, LUCZYWO is entitled to summary judgment on the civil theft count as

Plaintiff cannot demonstrate the requisite criminal intent.

WHEREFORE, for all the foregoing reasons, Defendant, CHRISTOPHER

LUCZYWO, would hereby move this Court for entry of Order of Summary Final Judgment

of Plaintiff’s, FIRST 2 AID EMS, INC., Complaint, together with such other and further

relief as this Court may deem just and proper.

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on October 31, 2022, I electronically filed the foregoing

with the Clerk of the Court by using the Florida E-Portal System which will send a Notice

of Electronic Filing and copy to the following: Benjamin S. Briggs, Esq., B.C.S.;

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Gregory J. Jolly, Esq.; Adams and Reese LLP; 100 N. Tampa Street, Suite 4000,

Tampa, FL 33602, ben.briggs@arlaw.com; greg.jolly@arlaw.com;

elaine.glotz@arlaw.com.

/s/ Adam C. Herman
ADAM C. HERMAN, ESQUIRE
Florida Bar No.: 0146961
The Orlando Law Group, PL
12200 W. Colonial Dr., STE 100
Winter Garden, FL 34787
Telephone: 407-512-4394
Fax: 407-955-4654
E-mail: aherman@theorlandolawgroup.com
dbroxson@theorlandolawgroup.com
sromero@theorlandolawgroup.com
Attorney for Defendant

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Electronic Articles of Incorporation —_F//8000017794
For February State
Sec. Of
msolomon
21, 2018
FIRST 2 AID EMS, INC

The undersigned incorporator, for the purpose of forming a Florida
profit corporation, hereby adopts the following Articles of Incorporation:

Article I
The name of the corporation 1s:
FIRST 2 AID EMS, INC

Article I
The principal place of business address:
6801 UNIVERSITY BLVD
WINTER PARK, FL. 32792

The mailing address of the corporation 1s:
1006 WINDMILL GROVE CIRCLE
ORLANDO, FL. 32828

Article IT
The purpose for which this corporation is organized 1s:
ANY AND ALL LAWFUL BUSINESS.

Article [V
The number of shares the corporation 1s authorized to issue 1s:
100000

Article V
The name and Florida street address of the registered agent 1s:
BRANDY LUCZYWO
1006 WINDMILL GROVE CIRCLE
ORLANDO, FL. 32828

I certify that I am familiar with and accept the responsibilities of
registered agent.
Registered Agent Signature: BRANDY LUCZYWO

EXHIBIT A
P18000017794

Febru
ebruar 21,2018
Article VI
.
Sec. Of State
;

The name and address of the incorporator 1s: msolomon
BRANDY LUCZYWO
1006 WINDMILL GROVE CIRCLE

ORLANDO, FL 32828

Electronic Signature of Incorporator: BRANDY LUCZYWO

I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are
true. I am aware that false information submitted in a document to the Department of State constitutes a
third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report
between January Ist and May Ist in the calendar year following formation of this corporation and every
year thereafter to maintain "active" status.
Article VI
The initial officer(s) and/or director(s) of the corporation is/are:
Title: P
BRANDY LUCZYWO
1006 WINDMILL GROVE CIRCLE
ORLANDO, FL. 32828
Title: VP
CHRISTOPHER LUCZYWO
1006 WINDMILL GROVE CIRCLE
ORLANDO, FL. 32828

Article VII
The effective date for this corporation shall be:
02/22/2018
IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT,
IN AND FOR OSCEOLA COUNTY, FLORIDA

FIRST 2 AID EMS, INC.,
a Florida corporation,
Case No.: 2022-CA-002033
Plaintiff,

CHRISTOPHER LUCZYWO,

Defendant.
/

AFFIDAVIT OF CHRISTOPHER LUCZYWO

STATE OF FLORIDA )
COUNTY OF ORANGE _)

BEFORE ME, the undersigned authority personally appeared the affiant, who,

being first duly sworn on oath, deposes and says as follows:

1. My name is CHRISTOPHER LUCZYWO. | am over the age of eighteen

(18) and otherwise sui juris.

2. | currently reside at 1006 Windmill Grove Circle, Orlando, FL 32828.

3. |, together with my wife, Brandy Luczywo, submitted Articles of

Incorporation on or about February 21, 2018 to incorporate First 2 Aid EMS, Inc. | was

appointed Vice President and my wife, Brandy Luczywo was President. | was one of two
directors and held forty-nine percent (49%) of shares of First 2 Aid EMS, Inc.

(“Company”).

EXHIBIT B
4. At no time prior to this Affidavit, did | resign as an Officer or Director of the

Company. At no time prior to this Affidavit did the Board of Directors for First 2 Aid EMS,
Inc. vote for the removal of any officer or director for First 2 Aid EMS, Inc.

5. In addition to being a shareholder, corporate officer, and director of First 2

Aid EMS, Inc., ! also held the title of Chief Operating Officer from approximately November

2020 through June 2022. As Chief Operating Officer, | was responsible for the day to day

operations of the business including sales and marketing.

6. As Chief Operating Officer, a director First 2 Aid EMS, Inc., a shareholder

of First 2 Aid EMS, inc. and Vice President of First 2 Aid EMS, Inc., | am familiar with the

corporate documents, loans made in the name of First 2 Aid EMS, Inc., promissory notes

entered into by First 2 Aid EMS, Inc., security agreements entered into between First 2

Aid EMS, Inc. and third parties, guarantees undertaken by officers and directors of First

2 Aid EMS, Inc. as security for loans designated to First 2 Aid EMS, Inc. and Board of

Director meetings and votes.

7. First 2 Aid EMS, Inc. timely filed Annual Reports with the Florida Secretary

of State for the years 2019, 2020, 2021 and 2022.

8. First 2 Aid EMS, Inc.’s formation and purpose was to provide medical

transport between the hospital and nursing home facilities.

9. In order to accomplish its purpose, First 2 Aid EMS, Inc. entered into

agreements with various facilities and hospitals to provide transport upon request. The

agreements were not exclusive, and fees were generally set in accordance with Medicare,
Medicaid or private insurance rates.

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10. Onor about November of 2020, |, in consultation and vote with Brandy

Luczywo, hired Sanjay Parekh as Chief Executive Officer. Mr. Parekh was an employee

of First 2 Aid EMS, Inc. and was not appointed a director or officer of the Company

pursuant to any Amended Articles of Incorporation. Further, Mr. Parekh was not

assigned, given, sold, or offered stock or stock options.

11. At no time did I vote to employ John Kochy as President.

12. Atno time did | vote to appoint John Kochy asa director.

13. Atnotime did | sell, transfer, pledge acquire any shares of First 2 Aid EMS,

Inc. to John Kochy.

14. Onor about June 9, 2022, Sanjay Parekh terminated Christopher Luczywo

as Chief Operating Officer.

15. On July 11, 2022, First 2 Aid EMS, Inc. filed an Amendment to Articles of

Incorporation which removed Christopher Luczywo and Brandy Luczywo as officers.

16. There had been no meeting of the shareholders to remove any officer or
director.

17. Onorbefore July 11, 2022, Christopher Luczywo and Brandy Luczywo did

not authorize the removal of Christopher Luczywo as a director or officer of First 2 Aid

EMS, Inc.

18. | Christopher Luczywo, as a shareholder and director of First 2 Aid EMS,

Inc, developed First 2 Aid EMS, Inc’s database of current clients and prospective clients,

lists, pricing models, strategies, as well as methods for generating customer leads.

19. The above information is based upon Affiant’s personal knowledge and

belief.

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FURTHER AFFIANT SAYETH NAUGHT.

ELEZ
CHRISTOPHER LUCZYWO

The foregoing instrument was acknowledged before me this |< day of

September, 2022 by means of physical presence or [ ] online notarization by

CHRISTOPHER LUCZYWO, who is personally known to me, or has produced

and who did take an oath.

ay
Sworn to and subscribed before me this > _ day of September, 2022.

NOTARY PUBLIC

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4
IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT,
IN AND FOR OSCEOLA COUNTY, FLORIDA

FIRST 2 AID EMS, INC.,
a Florida corporation,
Case No.: 2022-CA-002033
Plaintiff,

CHRISTOPHER LUCZYWO,

Defendant.
a
AFFIDAVIT OF BRANDY LUCZYWO

STATE OF FLORIDA )
COUNTY OF ORANGE _ )

BEFORE ME, the undersigned authority personally appeared the affiant, who,

being first duly sworn on oath, deposes and says as follows:

1. My name is BRANDY LUCZYWO. | am over the age of eighteen (18) and

otherwise sui juris.

2. | currently reside at 1616 S. Tanner Rd., Orlando, FL 32833.

3. |, together with husband, Christopher Luczywo, submitted Articles of

Incorporation on or about February 21, 2018 to incorporate First 2 Aid EMS, Inc. | was

appointed President and my husband, Christopher Luczywo was Vice President. | was

one of two directors and held fifty-one percent (51%) of shares of First 2 Aid EMS, Inc.

(“Company”).

EXHIBIT C
4. At no time prior to this Affidavit, did | resign as an Officer or Director of the

Company. At no time prior to this Affidavit did the Board of Directors for First 2 Aid EMS,

Inc. vote for the removal of any officer or director for First 2 Aid EMS, Inc.

5. As a director First 2 Aid EMS, Inc., a shareholder of First 2 Aid EMS, Inc.

and Vice President of First 2 Aid EMS, Inc., | am familiar with the corporate documents,

loans made in the name of First 2 Aid EMS, Inc., promissory notes entered into by First

2 Aid EMS, Inc., security agreements entered into between First 2 Aid EMS, Inc. and third

parties, guarantees undertaken by officers and directors of First 2 Aid EMS, Inc. as

security for loans designated to First 2 Aid EMS, Inc. and Board of Director meetings and
votes.

6. First 2 Aid EMS, Inc. timely filed Annual Reports with the Florida Secretary

of State for the years 2019, 2020, 2021 and 2022.

7. First 2 Aid EMS, Inc.’s formation and purpose was to provide medical

transport between the hospital and nursing home facilities.

8. In order to accomplish its purpose, First 2 Aid EMS, Inc. entered into

agreements with various facilities and hospitals to provide transport upon request. The

agreements were not exclusive, and fees were generally set in accordance with Medicare,

Medicaid or private insurance rates.

9. On or about November of 2020, I, in consultation and vote with Christopher

Luczywo, hired Sanjay Parekh as Chief Executive Officer. Mr. Parekh was an employee

of First 2 Aid EMS, Inc. and was not appointed a director or officer of the Company

pursuant to any Amended Articles of Incorporation. Further, Mr. Parekh was not

assigned, given, sold, or offered stock or stock options.

2
10. Atno time did | vote to employ John Kochy as President.

11. At no time did | vote to appoint John Kochy as a director.

12. Atnotime did | sell, transfer, pledge acquire any shares of First 2 Aid EMS,

Inc. to John Kochy.

13. Onor about June 9, 2022, Sanjay Parekh terminated Christopher Luczywo

as Chief Operating Officer.

14. On July 11, 2022, First 2 Aid EMS, Inc. filed an Amendment to Articles of

Incorporation which removed Christopher Luczywo and Brandy Luczywo as officers.

15. There had been no meeting of the shareholders to remove any officer or

director.

16. Onor before July 11, 2022, Brandy Luczywo did not authorize the removal

of Brandy Luczywo or Christopher Luczywo as a director or officer of First 2 Aid EMS,
Inc.

17. The above information is based upon Affiant’s personal knowledge and

belief.

FURTHER AFFIANT SAYETH NAUGHT.

[SIGNATURE ON FOLLOWING PAGE]

3
abl s y Ss

The foregoing instrument was acknowledged before me this isth day of
September, 2022 by means ofbX physical presence or [ ] online notarization by BRANDY
LUCZYWO, who is_ personally known’ to me, or has __ produced

EL W« Macs Ly tans and who did take an oath.
Sworn to and subscribed before me this | day of September, 2022.

X. Ai Y AWN
NOTARY PUBLIC ~

é tM, ~ RUBY MOYER
SAS. .
Gigi) “enablecect
y orRS” ~My Comm. Expires Apr 6, 2025 r
Rado, Wd yer ,
_ Bonded through National Notary Assn. Print Name

4
OS
_ (Address)
| || | ||||{|ll
(Address)

(City/State/Zip/Phone #)

[] Pick-up = (_] wart [] man

(Business Entity Name)

(Document Number)

a7 3
Certified Copies Certificates of Status gr ~ aD
van t i
— a
Special Instructions to Filing Officer: 2 ~ >
te, cas) —
Tae = ‘ yy
Se, @
Bey
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yur 4 2 2022
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EXHIBIT D
. '

. . e 37 .

Incorporating Services, Ltd.
1540 Glenway Drive
nc Se rv. ot \.
Tallahassee, FL 32301
850.656.7956
Fax: 850.656.7953 ,
www. incserv.com

ORDER FORM
TO: Florida Department of State FROM Melissa Moreau
The Centre of Tallahassee
2415 North Monroe Street, Suite 810
Tallahassee, FL 32303
’
850.656.7953
. F

corphelp@dos.myflorida.com
850-245-6051

REQUEST DATE| 7/11/2022 PRIORITY | Regular Approval OUR REF # (Order
ID#)] 1053108
ORDER ENTITY. _-
FIRST 2 AID EMS, INC.

PLEASE PERFORM THE FOLLOWING SERVICES: = #2 # |. |. ,
FIRST 2 AID EMS, INC. ( FL)
File the attached amendment

NOTES: =e BO
$35.00 Authorized

RETURN/FORWARDINGINSTRUCTIONS:. = sss i(‘i‘CSCOCOC
ACCOUNT NUMBER: [20050000052

Please bill the above referenced account for this order.

If you have any questions please contact me at 656-7956,

\wh
Please bill us for your services and be sure to include our reference number on the invoice and
courier package if applicable. For UCC orders, please indiude the thru date on the results.
aE Ee a a

Monday, July 11, 2022 Page Loft
>

Articles of Amendment Go B im
to i- ee ae |
Artictes oftncorporation
° aes
on oo —~.
First 2 Aid EMS, nc. Be Tet
——_—_———————— a et ne
2 te TD
P18000017794 Te QQ
(Document Number of Corporation (if known) rss

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Proflt Corperation adopts the following amendment(s) to
its Articles of Incorporation:

A. [Lamending name, enter the new name of the comoration:
The new
name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” ar the abbreviation “Corp., “
"Inc. or Co,” or the designation "Corp." “Inc,” or “Co". A professional corporation name must contain the word
“chartered,” “professional association,” or the abbreviation “P. A.“

B. ee
(Principal office address MUST BE A STREET ADDRESS )

c
(Matting address MAY BE A POST OFFICE BOX) SE

Mi Naw Revi tA Universal Registered Agents, Inc.
1317 California Street

(Florida street address)

New
Registered
Office Address, Ts
Telahassee rtorida
(Cin) (Zip Cade)

i hereby accept the appointment as registered agent. 1 amfamiliar with and accept the obligations ofthe position.

Check if applicabte
: on{_Registered Agent, ifchanging
D The amendment(s) is/are being filed pursuant to s. 607.0120 (11) (e), F.S.
. I °

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and
address of each Officer and/or Director being added:
(Atiach additional sheets, ifnecessary)
Please note the officer/director title by the first letter ofthe office title:
P = President; ¥= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief
Executive Officer; CFO = ChiefFinancial Officer. ifan officer/director holds more than one title, list thefirst letter ofeach office held.
President. Treasurer, Director would be PTD.
Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is
a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change,
Mike Jones, V as Remove, and Sally Smith, SV as an Add.
Example:
A Change PT John Dos

XK Remove Ad Mike Jones

_X Add SY Sally Smith

Tyne of Action title Name Address
(Check One}
Vv .
) Change P Christopher Luczywo 3706 Commerce Blvd
Add Ste. 150
x Kissimmee, FL 34741
Remove

2) Change VP & D Sanjay Parekh 3700 Commerce Blvd.
Ste. 150 ~
Xx Add Kissimmee, FL 34741
Remove
3) —
__ Change Po Brandy buerywo 3200
STOO
Commerce Biv
Commerce Sted

___ Add Se
xX Remove
Kissimmee, FL 34741
P&D John Kochy 15369 Madison Rd.
4) ___ Change _ ee lt
x Middlefield, OH 44062
___ Add _

Remove

5) Change D Woodward L. Terry POBox 822
Fort Street

x Add George Town Grand Como KY 1-103
Coyman Islands BWI
Remove

6) ___ Change _ a _
Add a

Remove
E. Ifamending or adding additignal Articles, enter change(s) here:
(Attach additional sheets, ifnecessary). (Be specific)

F. [fan amendment provides for an exchange, reclassification, or cancellation of issued shares,
provisions for implementing the amendment if not contained in the amendment itself:
(ifnat applicable, indicate N/A)
Pa

‘The date of each amendment(s) adoption: if other than the
date this document was signed.

Effective date if applicable:
(no more than 9) days after amendment file date)

Nate: [f the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the
document's effective date on the Department of State's records.

Adoption of Amendment(s) (CHECK ONE)

mi The amendment(s} was/were adopted by the incorporators, or board ofdirectors without shareholder action and shareholder
action was not required.

Ci The amendment{s) was/were adopted by the shareholders. The number ofvotes cast for the amendment(s)
by the shareholders was/were sufficient for approval.

C) The amendment(s) was/were approved by the shareholders through voting groups. fhe following statement
must be separately provided
for each voting group entitled to vate separately on the amendment(s}:

“The number ofvotes cast for the amendment(s) was/were sufficient for approval

by ”
(voting group}

T/L E/2022
Dated

Signature
(By a director, pre officer - if directors of officers have not been
selected-by-aninttrporator — if in the hands ofa receiver, trustee, or other court
appointed fiduciary by that fiduciary)

John Kochy

(Typed or printed name ofperson signing)

Director and President

Case Info

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EGAN, ROBERT Track Judge’s New Case

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Document Filed Date

March 28, 2024

Case Filing Date

August 04, 2022

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No Value: FIRST 2 AID EMS, INC. vs. LUCZYWO, CHRISTOPHER

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