Paradise Villa Maui Management - Fraud Complaint

Case 2019CV000030 Document 1 Filed 01-04-2019 Page 1 of 21
FILED
01-04-2019
Clerk of Circuit Court
Waukesha County
2019CV000030
STATE OF WISCONSIN CIRCUIT COURT WAUKESHA COUNTY
MARCUS FELKER
PO Box 1825
Brookfield, WI 53008
Plaintiff, Case No. _

vs. Case Code:
PARADISE VILLA MAUI MANAGEMENT, LLC

5956 Sherry Lane, Suite 1000
Dallas TX 75225
JEFFEREY GORDON
71091 Lakehurst Ave.
Dallas, TX 75230
Defendant.
SUMMONS
THE STATE OF WISCONSIN
To each of the named above as a Defendants:
You are hereby notified that the Plaintiff named above has filed a lawsuit or other legal
action against you. The complaint, which is attached, states the nature and basis of the legal
action.
Within forty-five (45) days of receiving this summons, you must respond with a written
answer, as that term is used in chapter 802 of the Wisconsin Statutes, to the complaint. The
Court may reject or disregard an answer that does not follow the requirements of the statutes.
The answer must be sent or delivered to the Court, whose address is Milwaukee County Circuit
Court, Milwaukee County Courthouse, 901 North 9th Street, Milwaukee, Wisconsin 53233, and
to Joseph A. Abruzzo and/or Andrew B. Christopherson, Plaintiffs attorneys, whose address is
111 East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin 53202. You may have an
attorney help or represent you.
If you do not provide a proper answer within 45 days, the Court may grant judgment
against you for the award of money or other legal action requested in the complaint, and you may
lose your right to object to anything that is or may be incorrect in the complaint. A judgment
may be enforced as provided by law. A judgment awarding money may become a lien against
any real estate you own now or in the future, and may also be enforced by garnishment or seizure
of property.
Dated this day of fi , 2019. ■
l
LICHTSINN & HAENSEL, S.C.
Attorneys for Plaintiff
By:
Joseph A. Abruzzo
State Bar No. 1055085
Andrew B. Christopherson
PO ADDRESS:
111 East Wisconsin Avenue, #1800
Milwaukee, WI 53202
T: 414-276-3400
F: 414-276-9278
iabriizzo@lhlaw(irm.com
achristopherson@lhlawfirm.com
2
FILED
01-04-2019
Clerk of Circuit Court
Waukesha County
2019CV000030
STATE OF WISCONSIN CIRCUIT COURT WAUKESHA COUNTY
MARCUS FELKER
PO Box 1825
Brookfield, W1 53008
Plaintiff, Case No. _

vs. Case Code:
PARADISE VILLA MAUI MANAGEMENT, LLC

5956 Sherry Lane, Suite 1000
Dallas TX 75225
JEFFEREY GORDON
71091 Lakehurst Ave.
Dallas, TX 75230
Defendant.
COMPLAINT
Plaintiff Marcus Felker (“Felker” or “Plaintiff’), by his attorneys, Lichtsinn & Haensel,
s.c., brings this action to recover from Defendant Paradise Villa Maui Management, LLC
(“PVMM” or “Defendant”) for its breach of the Convertible Loan Agreement dated May 24, 2018
(the “Agreement”) and from Defendant Jefferey Gordon (“Gordon”) for his role as PVMM’s
guarantor as it relates to the Agreement, fraudulent misrepresentation, securities fraud, and theft
by fraud. Plaintiff alleges and states:
I. PARTIES
1. That Plaintiff, Marcus Felker, is an adult resident of the State of Wisconsin with
mailing address of PO Box 1825, Brookfield, WI 53008.
2. That Defendant, Paradise Villa Maui Management, LLC, is a Delaware Limited
Liability Company with principal place of business located at 5956 Sherry Lane, Suite 1000,
Dallas, TX 75225. The Defendant’s registered agent is A Registered Agent, Inc. with a mailing
address of 8 The Green, Suite A, Dover, DE 19901.
3. That, on information and belief, Defendant, Jefferey Gordon, is an adult resident of
the State of Texas with a mailing address of 7107 Lakehurst Ave., Dallas, TX 75230. Further, that
Defendant Jefferey Gordon controls PVMM and is its manager and majority-owner.
II. CAUSE OF ACTION - BREACH OF CONTRACT

4. That Plaintiff realleges and incorporates Paragraphs 1 through 3.
5. That, on May 24, 2018, Plaintiff and PVMM entered into the Convertible Loan
Agreement (“Agreement”). A true and correct copy of the Agreement is attached as Exhibit A.
6. That, pursuant to the Agreement, Plaintiff lent PVMM the principal amount of Four
Hundred Eighty-Five Thousand Dollars and No/100 ($485,000.00) (the “Principal”) to be used for
PVMM’s general working capital.
7. That, pursuant to the Agreement, PVMM agreed to pay Plaintiff interest on the
Principal of Ten Thousand One Hundred Eighty-Five Dollars and No/100 ($10,185.00) (the
“Interest”).
8. That, pursuant to Section 3 of the Agreement, PVMM was to acknowledge receipt
of the principal amount to its depository by executing a promissory note with reference to the
Agreement.
9. That, on May 24, 2018, PVMM executed a Promissory Note between Plaintiff and
PVMM referencing the Agreement. A true and correct copy of the Promissory Note (the “Note”)
is attached as Exhibit B.
10. That, pursuant to the Agreement, PVMM agreed to full pay the Principal and
Interest on or before September 30, 2018.
2
11. That PVMM failed to pay the Principal and Interest to Plaintiff on or before
September 30, 2018.
12. That, on October 2, 2018, Plaintiff emailed PVMM and Gordon of the Note default
and Plaintiffs demand for payment. A copy of the Demand for Payment Email is attached as
Exhibit C.
13. That, on or about October 11, 2018, Plaintiff was paid the Interest.
14. That, to date, Plaintiff has not been paid any portion of the Principal.
15. That, pursuant to Section 4 of the Note, PVMM shall pay additional late fees for
payments made more than fifteen (15) days after September 30, 2018 in the amount of one percent
(1%) per month, to a maximum of twelve (12) months (the “Late Fees”).
16. That, pursuant to Section 5 of the Note, PVMM shall owe Plaintiff such amounts
to cover the costs and expenses of collection, including, without limitation, reasonable attorney’s
fees, expenses, and disbursements.
17. That, pursuant to Section 9 of the Agreement, if the Principal is not timely paid in
full, PVMM shall additionally owe Plaintiff “all costs and expenses of collection, including a
reasonable sum for attorney’s fees”.
18. That, to date, Plaintiff has not been paid any Late Fees or other costs and expenses
of collection, including reasonable attorney’s fees.
19. That, on May 24, 2018, in conjunction with the Agreement and Note, Gordon
personally guaranteed Four Hundred Eighty-Five Thousand Dollars and No/100 ($485,000.00) of
the Note (the “Note Guarantee”). A true and correct copy of the Note Guarantee is attached as
Exhibit D.
20. That the Note Guarantee is in effect until all the following occur:
3
a. Paradise Villa Maui, LLC closes and receives title for the property located
at 554 Punakea Loop, Lahiana, HI 96761, and;
b. The following are delivered in draft form to Plaintiff via email:
l. Operating Agreement of PVMM;
ii. Proof of Title of 554 Punakea Loop, Lahiana, HI 96761 in Paradise
Villa Maui, LLC’s name, and;
in. Draft Membership Purchase Agreement.
21. That, after default, on October 7,2018, Plaintiff received title information regarding
Paradise Villa Maui, LLC’s purchase of the property located at 554 Punakea Loop, Lahiana, HI
96761.
22. That, after default, on October 2, 2018 Plaintiff received a draft Operating
Agreement of PVM.
23. That Plaintiff has not received in draft form via email: (iii) the Draft Membership
Purchase Agreement.
24. That the Note Guarantee remains in effect.
III. CAUSE OF ACTION - FRAUDULENT MISREPRESENTATION
26. That the Agreement provided Plaintiff the option to convert the debt into a twenty
percent (20%) equity share of PVMM.
27. That on May 24, 2018, Gordon, asserted his shares of Paradise Villa Maui
Management, LLC were “unencumbered, and free of any restrictions for transfer” (the “Share
Guarantee”). A true and correct copy of the Share Guarantee is attached as Exhibit E.
4
28. That on March 15, 2018, a UCC Financing Statement was filed with the Texas
Secretary of State indicating Gordon as a debtor to PMDH Ventures, LLC (the “Financing
Statement”). A true and correct copy of the Financing Statement is attached as Exhibit F.
29. That the Financing Statement describes collateral as, “all of ownership interest
and/or membership interest of Paradise Villa Maui Management, LLC owned by Jeff
Gordon/Debtor (directly or indirectly), together with all certificates, options, rights, or other
distributions issued as an addition to, in substation or in exchange for, or on account of, any such
membership interest, and all proceeds of all of the foregoing, now or hereafter owned or acquired
by Jeff Gordon/Debtor.”
30. That the shares described as “unencumbered” in the Share Guarantee were, in fact,
encumbered per the Financing Statement filed before the Share Guarantee.
31. That Gordan knew his shares were encumbered per the Financing Statement.
32. That the Share Guarantee was sent to induce Plaintiff to enter into the Agreement.
33. That Plaintiff relied, in part, on the representations made in the Share Agreement
when Plaintiff entered into the Agreement.
34. That the Share Guarantee was made in a willful, wanton, and reckless disregard of
the Plaintiffs rights.
35. That Plaintiff was harmed by relying on the Share Guarantee.
IV. CAUSE OF ACTION - SECURITIES FRAUD

WISCONSIN STATUTE § 551.501
37. That the Note is a security per Wis. Stat. § 551.102(28).
38. That, in connection with the Note offering, Gordon asserted his shares of PVMM
were “unencumbered, and free of any restrictions for transfer”. See Exhibit D.
5
39. That the Financing Statement indicated Gordon’s shares were, in-fact, encumbered;
specifically stating that “all of ownership interest and/or membership interest of Paradise Villa
Maui Management, LLC owned by Jeff Gordon”. See Exhibit E.
40. That, considering the Financing Statement, the Share Guarantee was an untrue
statement of a material fact.
41. That the Share Guarantee constitutes General Fraud under Wisconsin Statutes
§ 551.501.
IV. CAUSE OF ACTION - PROPERTY DAMAGE OR LOSS CAUSED BY CRIME

WISCONSIN STATUTES § 943.20; WISCONSIN STATUTES § 895.446
43. That PVMM obtained the Principal from Plaintiff.
44. That Gordon is the manager and, upon information and belief, the controller and
majority-owner of PVMM.
45. That a component of the Agreement permitted Plaintiff to convert the debt security
into equity.
46. That, to induce Plaintiff to enter into the Agreement, Gordon represented his shares
were “unencumbered, and free of any restrictions for transfer.” See Exhibit D.
47. That, due to the Financing Statement, Gordon knew his representation in the Share
Guarantee was false. See Exhibit E.
48. That Plaintiff relied, in part, on the Share Agreement when Plaintiff entered into
the Agreement and was harmed.
WHEREFORE, Plaintiff respectfully requests the following relief:
6
1. A judgment against Defendants Paradise Villa Maui Management, LLC and Jeffrey
Gordon, jointly and severally, in the sum of:
a. $485,000.00;
b. 1% of the principal for each month past September 30, 2018 as additional
late fees, not to exceed 12%;
c. Punitive Damages;
d. Exemplary damages of not more than three (3) times the actual damages,
pursuant to Wis. Stat. § 894.446(3)(c);
e. Litigation expenses, including costs, disbursements and expenses,
reasonable attorney fees, appraisal, engineering and other outlays, and;
f. Any other compensation the Court deems just and equitable.
Joseph A. Abruzzo ^
Andrew B. Christopherson
PO ADDRESS;
111 East Wisconsin Avenue, #1800
Milwaukee, WI 53202
T: 414-276-3400
F: 414-276-9278
iabruzzo@lhlawfirm.com
achristopherson@lhlaw(irm.com
7
DocuSIgn Envelope ID: FDF828A5-501C-4C83-ACA3-73F94C82B7EB
CONVERTIBLE LOAN AGREEMENT

FELKER INVESTMENTS / PARADISE VILLA MAUI MANAGEMENT
This Agreement is dated as of May 24, 2018 by and between Paradise Villa Maui Management,
LLC (“PVMM”), a Delaware Limited Liability Company located at 5956 Sherry Lane, Suite 1000,
Dallas, TX 75225 (“Borrower”); and Marcus Felker, an individual located at PO Box 1825
Brookfield, WI 53008 or its assigns(“MF” or “Lender”)
Whereas PVMM requires funding for general working capital;
Whereas PVMM wishes to borrow from MF, and MF wishes to lend to PVMM, a total
amount of US $485,000.00 (Four Hundred and Eighty Five Thousand Dollars and No Cents) in the
form of a convertible loan.
Parties agree as follows:
1. TOTAL AMOUNT OF LOAN
1.1. The total amount of the loan is US $485,000.00 (Four Hundred and Eighty Five
Thousand Dollars and No Cents)
1.2. MF is under no further obligadon to loan any additional funds to PVMM
1.3. The loan shall be made in full on or before May 25th to the following account. On receipt
of full funds in the specified account below ($485,000) lender will have satisfied their
obligations,
Account Information
Blue Rock Ventures, LLC
750 N. St. Paul Street, Suite 610
Dallas, TX 75201
Total Amount: $485,000.00
Routing: 121000248
Account Number: 3758723856
Bank Address: 3300 Preston Rd Plano, TX 75093
2. TERM OF THE LOAN
2.1 The Term of the Loan shall be due in full with interest on or before September 30,
2018.
2.2 Full interest is due regardless of date of repayment of loan, in the amount of $10,185.
2.3 No interest is due if Lender exercises option to convert this note to equity in PVMM
on or before September 30, 2018.
2.4 The pre-payment penalty for this loan is the full amount of interest due ($10,185)
between the funding date and September 30, 2018, regardless of when repayment is made before
September 30, 2018. -
EXHIBIT A
DocuSign Envelope ID: FDF828A5-501C-4C83-ACA3-73F94C82B7EB
2.5 Pre-payment of the note does not remove, void or invalidate the right of the lender to
exercise their conversion option to convert on or before September 30, 2018.
2.6 Any interest or principal paid to lender, are due back to borrower if lender exercises
conversion prior to September 30, 2018.
2.7 Any payments owed by cither lender or borrower to either party must be received no
later than three business days after due date specified in this agreement.
3. DELIVERY OF FUNDS BY MF
3.1. MF will provide for a transfer to the bank account specified in 1.3 in the amount of US
5485,000,00 on or before May 25, 2018. PVMM will acknowledge receipt of that amount and
acknowledge owing US $485,000 to MF, with reference to the present Agreement and by way of a
Promissory Note (see Appendix A).
4. INTEREST
4.1. The loan shall bear a rate of interest of 6% (Six Percent) per annum, calculated as simple
interest.
4.2. The interest on the loan shall be guaranteed for the term of the loan, regardless of when
repayment is made assuming it is on or before the due date of September 30, 2018.
5. CONVERSION
5.1. Conversion at the Option of MF:
At the sole option of MF, the full loan amount may be converted into 20% equity of
PVMM, at any time starting immediately after execution of this document until September 30th,
2018.
5.2. Buy Back Option:
MF has the option within 18 months of conversion, to sell his twenty percent ownership
of PVMM back to PVMM for $485,000. From this sale price and monies paid to MF during the
course of the note or ownership of the equity will be deducted from the $485,000, so if MF exercises
this option, MF’s total capital return from PVMM will be no less or greater than $485,000. MF can
exercise this option during two specific periods and terms are as follows:
a. Buy Back Option can only be exercised starting on the 180,h day after
conversion thru the 19011' day after conversion;
b. Buy Back Option can only be exercised starling on the 450lh day after
conversion thru the 460'1' day after conversion
c. Intent to exercise Buy Back Option must be made in writing during the
periods defined in 5.2.a and 5.2.b
d. If Buy Back Option is exercised, PVMM has 90 days from receipt of
notice to submit funds to MF
•'
DocuSIgn Envelope ID: FDF828A5-501C-4C83-ACA3-73F94C82B7EB
6. repayment
6.1. Should MF elect to not convert the principal into equity of PVMM then PVMM will
repay the principal amount outstanding and any outstanding interest on or before September 30,
2018. ^ ~
6.2 The interest is guaranteed on this loan for the duration, and PVMM is responsible for all
interest between the loan date and September 30, 2018, regardless of when PVMM repays the loan.
PVMM may repay any part of the outstanding balance at any time, however there is no change to
the total amount due.
7. REPRESENTATIONS AND WARRANTIES OF PVMM
The Company hereby represents and warrants to Purchaser that:
7.1. Organization: Qualification.
The Company is a Delaware company duly organized, validly existing and in good standing under
the laws of Delaware and has the actual authority to enter into and execute this Agreement. This
agreement also certifies, under penalty of perjury, that PVMM has no encumbrances, loans, liens or
anything preventing them from issuing the convertible equity, or pledged equity to MF.
8. REPRESENTATIONS AND WARRANTIES OF LENDER
MF hereby represents and warrants to the Company as follows:
8.1 Investment Purposes.
MF has such knowledge, experience, and sophistication in investment, financial, and business
matters that it is capable of evaluating the merits and risks of its investment. MF is able to bear the
economic risk of its investment in the Company under this Agreement, can afford a complete loss
of such investment and understands that no market for the convertible note now exists and that
such market may not hereafter develop.
9. MF’s LIABILITY
None of the managers or members of MF shall have any personal liability with respect to this
transaction or the operadon of the business of PVMM, until such time as they would convert their
note to equity in PVMM.
10. LEGAL FEES:
Notwithstanding anything to the contrary herein, if the principal is not paid in full when due,
PVMM hereby agrees to pay to MF, in addidon to such amount owed to pursuant to the loan, all
costs and expenses of collection, including a reasonable sum for attorney’s fees.
11. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of the state
of Delaware, United States:
12, ARBITRATION:
In the event a dispute shall arise between the parties to this contract, it is hereby agreed that the
dispute shall be referred to for arbitration in accordance with the American Arbitration Association
Rules of Mediation and Arbitration
13. FURTHER ASSURANCE:
PVMM shall deliver, within 14 days of the commencement of the loan the following documents to
assist MF in deciding whether to convert their note to equity. The documents will be delivered via
email, in draft format.
1. The operating agreement for PVMM

2. Anticipated Depreciation Schedule of the property
3. Proof of title to the property (will be delivered within 72 hours of closing on the home)
4. Draft Membership Purchase Agreement
14. TRANSFERABILITY:
Lender may transfer their option to heirs or any other person pursuant to an estate proceeding.
Lender may at their discretion, transfer or sell their option to any immediate family member, or
corporation or company that Marcus Felker is the managing member.
15. ACCREDITED INVESTOR STATUS:
MF represents thatMF:
[ x ] IS an “accredited investor” as such term is defined in Rule 501 of Regulation D

(“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
and that the Subscriber is able to bear the economic risk of an investment in the Notes, or
j ] is NOT an “accredited investor” as such term is defined in Rule 501 of

Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the
Notes.
[The remainder nf ihe pa|»c is intc-nti(m:illy It'll blank]

DocuSIgn Envelope ID: FDF828A5-501C-4CB3-ACA3-73F94C82B7EB
SIGNATURE PAGE
Mwwgnw t>y
Jiff £6r<Lt>\A.
by: Jcfforey ( iorilon
its: Manager
Paradise ViJla Maui Management, LLC
5/24/2018 7:56:56 PM PDT
Date
>-—- DocuSIgnod by:
kjyM fiikr
v - •“T(i?««rjTorAi‘!or-
by: Marcus i'elker
5/24/2018 8:04:54 PM PDT

Date
**
Appendix A to Convertible Loan Agreement
Promissory Note
Borrower: PVMM, Inc. (“PVMM”), a Delaware Company (“Borrower”)
Lender: Marcus Felker, an individual (“Lender”)
1. Promise to Pay
Borrower agrees to pay Lender the total amount of $485,000 USD together with interest payable on
the unpaid principal at the rate of 6% per annum, simple interest.
Payment will be delivered to Lender at the below address or other address mutually agreed by both
parties.
PO Box 1825
Brookfield, WI 53008
2. Repayment / Interest
The amounts owed under this Promissory Note will be repaid as a balloon payment on September
30, 2018, in an amount equal to the principal and interest due.
3. Conversion
At the sole option of Lender, the loan amount may be converted into equity in PVMM, in an
amount equal to 20% (twenty) non-dilutable equity in Paradise Villa Maui Management, LLC.
4. Late Payment Fees

If Borrower defaults in payment by more than 15 days of the time set forth herein, then Borrower
shall pay an additional late fee in the amount of 1% per month, up to a maximum of 12 months (or
12% additional to the initial interest rate. Additionally, Lender will have option to convert note into
30% (thirty) non-dilutable equity in Paradise Villa Maui Management, LLC with notice to Borrower.
5. Additional Costs
In case of default in the payment of any principal or interest of this Promissory Note, Borrower will
pay to Lender such further amount as will be sufficient to cover the cost and expenses of collection,
including, without limitation, reasonable attorney's fees, expenses, and disbursements. These costs
will be added to the outstanding principal and will become immediately due.
6. Transfer of the Promissory Note

This note cannot be transferred or sold by Lender without express agreement in writing of Borrower
except in accordance of with 6.1
6.1 Lender may transfer their option to heirs or any other person pursuant to an estate
proceeding. Lender may at their discretion, transfer or sell their option to any immediate
family member, or corporation or company that Marcus Felker is the managing member.
7. Amendment; Modification; Waiver

No amendment, modification or waiver of any provision of this Promissory Note or consent to
departure therefrom shall be effective unless by written agreement signed by both Borrower and
Lender.
EXHIBIT B
8. Successors
The terms and conditions of this Promissory Note shall inure to the benefit of and be binding
jointly and severally upon the successors, assigns, heirs, survivors and personal representatives of
Borrower and shall inure to the benefit of any holder, its legal representatives, successors and
assigns.
9. Breach of Promissory Note

No breach of any provision of this Promissory Note shall be deemed waived unless it is waived in
writing. No delay on the part of Lender in exercising any right will operate as a waiver thereof, or
otherwise prejudice Lender's rights, powers, or remedies. No right, power, or remedy conferred by
this Promissory Note upon Lender will be exclusive of any other rights, power, or remedy referred
to in this Note, or now or hereafter available at law, in equity, by statute, or otherwise.
10. Governing Law

The validity, construction and performance of this Promissory Note will be governed by the laws of
State of Delaware, excluding that body of law pertaining to conflicts of law.
The parties hereby indicate by their signatures below that they have read and agree with the terms
and conditions of this agreement in its entirety.
Borrower Signature:
,-----OocuSiflnoU by:
»10<}flvr.rwj3DlF7'lAfl
by: Jefferey Gordon ,
its: Manager
Paradise Villa Maui Management, LLC
5/24/2018 7:56:56 PM PDT
Date
Lender Signature:
UocuShjmoO by:
Aunu-s PtUcur
V-----7Q206F27OEAMOr:
Marcus Felker, an individual
5/24/2018 8:04:54 PM PDT
Date
From: Marcus Felker <mfelker@sterling-investments.org>

Sent: Tuesday, October 02, 2018 1:29 PM
To: Jeff Gordon
Subject: Notice Of Default: Demand For Payment
To Jeff Gordon
This notice serves as formal notice of default and demand of payment on The Convertible Loan Agreement Dated May
24th, 2018 entered into between PWMM and myself with you Jeff Gordon as the personal guarantor. The terms of said
agreement called for the repayment of principle : $485,000 along with interest $10,185 to be paid on or before
September 30th. Moreover, your failure to provide the documents described in section 13 of said note, constructively
removed my right of conversion conveyed to me as part of the contract, and seem to follow a pattern of abusive
business practices that have led to judgements by the sec against you personally, along with companies to which you
have significant control. Your failure to provide the documents referenced in the "Convertible Loan Agreement" along
with the "Personal Guarntee" document ensure that your personal guarantee remains in effect. Your failure to attend a
call the intended purpose of which was to work out a new agreement indicates that you have no intention to pay or
make good on your personal or corporate obligation. A lack of integrity seems to be your mode of business as indicated
by the public record of your financial dealing including the recent SEC action.
Marcus Felker
EXHIBIT C
i
PARADISE VILLA
May 24, 2018
In conjunction with Marcus Felker executing an option agreement/promissory note to loan Paradise
Villa Maui Management, LLC $485,000.00, and on receipt of funds as specified in the option
agreement and promissory note, Jefferey Gordon will personally guarantee the loan until the following
conditions are met.
This document is to certify that between the period that Mr. Felker, or a related entity controlled by
him, executes the contract, and the date at which Paradise Villa Maui, LLC closes and receives title for
the home located at 554 Punakea Loop, Lahiana, HI 96761, Mr. Gordon personally guarantees the
repayment of the loan in the amount of $485,000.00.
This personal guarantee will also stay in effect until the following documents are delivered in draft
form to Marcus Felker via email:
1. The operating agreement for PVMM

2. Proof of Title in the name of Paradise Villa Maui, LLC
3. Draft Membership Purchase Agreement
Immediately upon the above documents being delivered via email to Marcus Felker, this personal
guarantee is considered canceled and Jefferey Gordon has no additional personal liabilities based of
the agreement or promissory note.
Agreed this 24th day of May, 2018

r----- DDcuSlotictf by:
Jt/f
* —'inTcrr" ‘Mi ir,
Jefferey Gordon, an individual
EXHIBIT D
5956 Sherry Lane • Suite 1000 • Dallas, TX 75225

, i
PARADISE VILLA
May 24,2018
This document is to guarantee, both as Paradise Villa Maui Management, LLC and Jefferey Gordon,
an individual, that Mr, Gordon owns greater than 30% ownership of Paradise Villa Maul
Management, LLC.
Additionally, Mr. Gordon personally guarantees those shares are unencumbered, and free of any
restriclions for transfer,
b^: jWIL. ey Gordon

its: Manager
;
5955 Sherry Lona • Suite 1000 • Dollos, TX 75225
EXHIBIT E
UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS
A. NAME & PHONE OF CONTACT AT FILER (optional)
James Scott Patterson 972-701-7024_____
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address) FILING NUMBER: 18-0008935155

James Scott Patterson FILING DATE: 03/15/2016 01:25 PM
15303 Dallas Parkway, Suite 700 DOCUMENT NUMBER: 800505490002
FILED: Texas Secretary of State
Addison, TX 75001 IMAGE GENERATED ELECTRONICALLY FOR WEB FILING
USA THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
jl. DEBTOR'S NAME - Provide only one Debtor name (la or 1b) (use exact, full name; do nol omll, modify, or abbreviate any part of Ihe Debtor's name); if any part of the individual
■Debtor's name will nol til in line 1b, leave all of item 1 blank, check here P* and provide the Individual Debtor informalion in item 10 of Ihe Financing Statement Addendum (Form
UCC 1 Ad)
tie. ORGANIZATION'S NAME
I
°R |lb'.'INDIVIDUAL'S SURNAME' FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
| Gordon Jeff
1c. MAILING ADDRESS ' .city' ■STATE POSTAL CODE ■COUNTRY
6831 Lakehurst Avenue : Dallas TX I 75230 iUSA

2. DEBTOR'S NAME - Provide only one Debtor name (2a or 2b) (use exact, full name;; do not omil, modify, or abbreviate any pari of Ihe Debtor's name); if any pari of the Individual
IDehtor's name will not fit in line 2b, leave all of item 2 blank, check here 1 and provide the Individual Debtor informalion in item 10 of the Financing Slatemenl Addendum (Form
jUCCIAd)
;2n. ORGANIZATION'S NAME
OR
|2b INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
■2c. MAILING ADDRESS COUNTRY
|3. SECURED PARTYS NAME (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY) - Provide only one Secured Pariy name (3a or 3b)
|3a. ORGANIZATION'S NAME

] PMDII Ventures, LLC
OR 3b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX
:3c, MAILING ADDRESS .CITY STATE POSTAL CODE .COUNTRY
519 E. 1-30, #627 Rockwall TX :75087 : USA

14. COLLATERAL: This financing statement covers Ihe following collateral:
'all of ownership interest and/or membership interest of Paradise Villa Maui
'Management, LLC owned by Jeff Gordon/Debtor (directly or indirectly), together
■with all certificates, options, rights, or other distributions issued as an
addition to, In substitution or In exchange for, or on account of, any such
,membership interest, and all proceeds of all of the foregoing, now or hereafter
aWhed or acquired by Jeff Gordon/Debtor
5 Check only if applicable and check only one box: Collateral is I held in a Trust (see UCCIAd, item 17 and Instructions) P"being administered by a Decedent's Personal Representative
6a. Chock only if applicable and chock only one box: 6b. Check only if applicable end chuck only one ln>x
nPubliC'Flnanco Tramiacllon r^Mauiifnctured-Homo Tmnsaclion F~ A Debtor Is n Trunsmiltlny Utility f~Agricultural Lion FMon-UCC Filing
7. ALTERNATIVE DESIGNATION (If applicable); PLossorj/Lessoi Pcouidgnan/Conslgiior Psnllui/Buyor PanHeo/Ballor PLIcerisBu/Lionnsoi

8, OPTIONAL FILER REFERENCE DATA:
FILING OFFICE COPY
EXHIBIT F
Uniform Commercial Code Rolando B. Pablos

P.O. Box 13193
Austin.Texas 78711-3193 Secretary of State
Office of the Secretary of State
Texas UNIFORM COMMERCIAL CODE Copy Acknowledgment

October 25, 2018
Page 1 of 1
Document Number: 845657620003

Images printed on October 25, 2018
The Texas Secretary of State's Office has received and processed your request.
Filing Number Filing Tyne Pniie Count

18-0008935155 Financing Statement 1
Total Pages: 1
Thank you for allowing us to assist you with your request.
WEBISOLATED
Come visit us on the Internet @ http://www.sos.state.tx.us/

Phone: 512-475-2703 Fax: 512-463-1423 Dial: 7-1-1 for Relay Services

Paradise Villa Maui Management - Fraud Complaint

Enviado por

Dados do documento

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

Paradise Villa Maui Management - Fraud Complaint

Enviado por

Direitos autorais:

Formatos disponíveis

Case 2019CV000030 Document 1 Filed 01-04-2019 Page 1 of 21

Plaintiff, Case No. _

PARADISE VILLA MAUI MANAGEMENT, LLC

THE STATE OF WISCONSIN

To each of the named above as a Defendants:

Dated this day of fi , 2019. ■

Plaintiff, Case No. _

PARADISE VILLA MAUI MANAGEMENT, LLC

by fraud. Plaintiff alleges and states:

mailing address of PO Box 1825, Brookfield, WI 53008.

2. That Defendant, Paradise Villa Maui Management, LLC, is a Delaware Limited

address of 8 The Green, Suite A, Dover, DE 19901.

3. That, on information and belief, Defendant, Jefferey Gordon, is an adult resident of

II. CAUSE OF ACTION - BREACH OF CONTRACT

PVMM’s general working capital.

8. That, pursuant to Section 3 of the Agreement, PVMM was to acknowledge receipt

Interest on or before September 30, 2018.

September 30, 2018.

fees, expenses, and disbursements.

reasonable sum for attorney’s fees”.

of collection, including reasonable attorney’s fees.

at 554 Punakea Loop, Lahiana, HI 96761, and;

b. The following are delivered in draft form to Plaintiff via email:

l. Operating Agreement of PVMM;

ii. Proof of Title of 554 Punakea Loop, Lahiana, HI 96761 in Paradise

Villa Maui, LLC’s name, and;

in. Draft Membership Purchase Agreement.

24. That the Note Guarantee remains in effect.

III. CAUSE OF ACTION - FRAUDULENT MISREPRESENTATION

25. That Plaintiff realleges and incorporates Paragraphs 1 through 24.

percent (20%) equity share of PVMM.

when Plaintiff entered into the Agreement.

the Plaintiffs rights.

35. That Plaintiff was harmed by relying on the Share Guarantee.

IV. CAUSE OF ACTION - SECURITIES FRAUD

36. That Plaintiff realleges and incorporates Paragraphs 1 through 35.

37. That the Note is a security per Wis. Stat. § 551.102(28).

Maui Management, LLC owned by Jeff Gordon”. See Exhibit E.

statement of a material fact.

IV. CAUSE OF ACTION - PROPERTY DAMAGE OR LOSS CAUSED BY CRIME

42. That Plaintiff realleges and incorporates Paragraphs 1 through 41.

43. That PVMM obtained the Principal from Plaintiff.

Guarantee was false. See Exhibit E.

the Agreement and was harmed.

WHEREFORE, Plaintiff respectfully requests the following relief:

Gordon, jointly and severally, in the sum of:

late fees, not to exceed 12%;

pursuant to Wis. Stat. § 894.446(3)(c);

e. Litigation expenses, including costs, disbursements and expenses,

reasonable attorney fees, appraisal, engineering and other outlays, and;

f. Any other compensation the Court deems just and equitable.

DocuSIgn Envelope ID: FDF828A5-501C-4C83-ACA3-73F94C82B7EB

CONVERTIBLE LOAN AGREEMENT

Whereas PVMM requires funding for general working capital;

Parties agree as follows:

1. TOTAL AMOUNT OF LOAN

1.2. MF is under no further obligadon to loan any additional funds to PVMM

2. TERM OF THE LOAN

DocuSign Envelope ID: FDF828A5-501C-4C83-ACA3-73F94C82B7EB

5.1. Conversion at the Option of MF:

5.2. Buy Back Option:

DocuSIgn Envelope ID: FDF828A5-501C-4C83-ACA3-73F94C82B7EB

7. REPRESENTATIONS AND WARRANTIES OF PVMM

The Company hereby represents and warrants to Purchaser that: