Attorney for Plaintiff WORLD LOGISTICS SERVICES, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CENTRAL JUSTICE CENTER

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1 RICHARD T. BAUM State Bar No. 0 0 West Olympic Boulevard Suite 00 Los Angeles, California 00 Tel: ( -0 Fax: ( - Attorney for Plaintiff WORLD LOGISTICS SERVICES, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CENTRAL JUSTICE CENTER WORLD LOGISTICS SERVICES, INC., a Barbados corporation, Plaintiff, vs. VACCINATION SERVICES INC., a California Corporation, SEAN GERSON an individual, and DOES 1 through 0, inclusive, Defendants. No. : 1. Breach of Sale of Goods Contract. Money Had and Received. Fraud and Deceit. Breach of Sale of Goods Contract. Money Had and Received [Unlimited Jurisdiction Demand exceeds $,000] Plaintiff WORLD LOGISTICS SERVICES, INC. alleges: THE PARTIES 1. Plaintiff WORLD LOGISTICS SERVICES, INC. is, and at all times relevant herein was, a corporation duly organized and existing under the laws of the nation of Barbados.

2 . Defendant VACCINATION SERVICES INC. is, and at all times herein was, a corporation purportedly organized and existing under the laws of the State of California and has its principal place of business at 00 El Toro Road, No. D-, Lake Forest, California 0.. Defendant SEAN GERSON, is, and at all times relevant herein was, an individual residing in the County of Orange, State of California, and a purported officer of Defendant VACCINATION SERVICES INC.. The true names and capacities of Defendants sued by their fictitious names, DOES 1 through 0, inclusive, are unknown to Plaintiff who shall amend this complaint when the true names and capacities have been ascertained. Plaintiff is informed and believes, and upon that basis alleges, that each of those fictitiously named defendants is in some manner responsible for the acts and omissions alleged herein.. Each defendant was the agent and/or employee of each other defendant, and in doing the acts and omissions alleged herein, were acting within the course and scope of that agency and/or employment.. Defendant GERSON is a shareholder, officer and director of Defendant VACCINATION SERVICES INC.. There existed, at all times mentioned herein, a unity of interest in ownership between Defendant GERSON and Defendant VACCINATION SERVICES INC. such that any individuality and separateness between Defendant GERSON and Defendant VACCINATION SERVICES INC. has ceased, and that Defendant VACCINATION SERVICES INC. is the alter ego of Defendant GERSON in that Defendant VACCINATION SERVICES INC. was conceived, established, intended and used by Defendant GERSON as a device to avoid individual liability and for the purpose of substituting a financially insolvent corporation in place of Defendant GERSON. Plaintiff - -

3 is further informed and believes that one or more of the following conditions exist with regard to the operations of Defendant VACCINATION SERVICES INC., which conditions were as a direct result of deliberate and intentional actions by Defendant GERSON: corporate formalities were not followed; Defendant VACCINATION SERVICES INC. has not filed timely tax returns or paid state and federal taxes when due; Defendant VACCINATION SERVICES INC. was so inadequately capitalized that, compared with the business to be done by Defendant VACCINATION SERVICES INC. and the risks of loss attendant thereto, its capitalization was insufficient; Defendant GERSON purposely failed to keep books and records of transactions, frequently dealt in cash, and did not account for these transactions in any accounting books; Defendant GERSON used the assets of Defendant VACCINATION SERVICES INC. for his own personal uses, caused assets of Defendant VACCINATION SERVICES INC. to be transferred to himself or to his personal order without adequate consideration, and withdrew funds from Defendant VACCINATION SERVICES INC. for his own personal use; Defendant GERSON completely controlled, dominated, managed and operated Defendant VACCINATION SERVICES INC.; Defendant GERSON intermingled his assets with those of Defendant VACCINATION SERVICES INC.; Defendant VACCINATION SERVICES INC. was a mere shell, instrumentality and conduit through which Defendant GERSON carried on his business in the corporate name exactly as he would have in his own name, exercising complete control and dominance of such business to such an extent that any individuality or separateness of Defendant VACCINATION SERVICES INC. and Defendant GERSON does not, and at all times mentioned herein did not exist; Defendant GERSON has withdrawn assets from Defendant VACCINATION SERVICES INC. to avoid and prevent attachment and execution by creditors, including Plaintiff, against the assets of Defendant VACCINATION SERVICES INC. by rendering Defendant VACCINATION SERVICES INC. insolvent and unable to meet its obligations. Therefore, adherence to the fiction of the separate existence of Defendant VACCINATION SERVICES INC. as an entity distinct from Defendant GERSON would permit an abuse of the corporate privilege and would promote - -

4 fraud and/or injustice.. This court has jurisdiction over this action since the damages alleged below exceed the jurisdictional minimum of the limited division of the Superior Court.... Venue is proper in this Court pursuant to Code of Civil Procedure and FIRST CAUSE OF ACTION (Breach of Contract for Sale of Goods against all Defendants. On or about March, 0, Plaintiff placed orders for various animal pharmaceutical products (popularly called Pet-Meds with Defendants. Defendants received and accepted the order and generated an invoice which they delivered to Plaintiff in the amount of $0,.. A true copy of that invoice is attached hereto as Exhibit 1.. On or about March, 0, Plaintiff caused the sum of $0,. to be paid by wire transfer to Defendants to fully pay the invoice amount for the Pet-Meds which had been ordered.. Notwithstanding their receipt of the order, their issuance of an invoice setting forth the price and terms of the sale, and their receipt of the full monetary consideration for the sale of the Pet-Meds, Defendants failed and refused, and continue to fail and refuse, without good cause, to deliver the Pet-Meds.. As stated above, Plaintiff and Defendants entered into an agreement for the sale of goods. Defendants breached that agreement by failing and refusing, without good cause, to ship and deliver the Pet-Meds which were the goods ordered and sold. - -

5 . As a direct and proximate result of Defendants breach of contract, Plaintiff has been damaged in the amount of $0,., the price paid for the goods.. As a further direct and proximate result of Defendants breach of contract, Plaintiff has been further suffered incidental and consequential damages of a kind and nature which have not yet been fully determined, the extent of which are not yet fully known, but which will be shown according to proof at the time of trial. SECOND CAUSE OF ACTION (Money Had and Received against all Defendants. Plaintiff refers to Paragraphs 1 through, inclusive, of this Complaint and incorporates them herein by reference as though fully set forth and alleged.. Within the past four years before the commencement of the action, at Lake Forest, California, Defendants became indebted to Plaintiff for money had and received by Defendants for their use and benefit in the sum of $0,. as of March, 0, plus additional interest thereafter, plus costs of suit and attorneys fees, no part of which has been paid. Despite demand therefor, Defendants have failed and refused to make payment of that sum, or any other, and there is now due, owing and unpaid the sum of $0,. as of March, 0, plus additional interest thereafter, plus costs of suit and attorneys fees. THIRD CAUSE OF ACTION (Fraud against all Defendants. Plaintiff refers to Paragraphs 1 through, inclusive of this Complaint and incorporated them herein by reference as though fully set forth and alleged. - -

6 . In response to Plaintiff s initial inquiries as to the ability of Defendants to handle and complete an order of Pet-Meds of a kind and size as Plaintiff contemplated, Defendants represented that they had full and complete ability to sell and deliver an order of Pet-Meds in excess of $0,000. Plaintiff placed an order for Pet-Meds with Defendants who, in response, invoiced Plaintiff for the sale of the Pet-Meds in the amount of $0,.. Such invoice constituted a representation that Defendants had the ability and intention to sell and deliver Plaintiff s order of Pet-Meds.. After delivery of the invoice, Defendants demanded that Plaintiff pay the entire amount of the invoice as a condition of the shipment of the Pet-Meds. Such demand constituted a representation that the Pet-Meds were ready for sale, shipment and delivery.. Each of the representations made by Defendants was false, and was known by Defendants to be false, in that they never had the intention to sell and deliver the Pet- Meds which Plaintiff ordered, but rather intended to scam Plaintiff by having it pay the $0,. consideration and thereafter not deliver the Pet-Meds nor refund the monies received.. The representations were intended to cause Plaintiff to believe that it was dealing with a reputable and able dealer in Pet-Meds, and in doing so, to cause Plaintiff to act in accordance with that belief of repute and ability, and specifically, intended to cause Plaintiff to place its order for the Pet-Meds and thereafter to accede to Defendants request for payment of the purchase price.. Plaintiff reasonably and justifiably relied upon the representations of Defendants in that Defendants since information through various sources indicated that Defendants were reputable dealers in Pet-Meds and had the capability to fill the orders. As a result, Plaintiff paid the sum of $0,. by wire transfer. - -

7 . As a direct and proximate result thereof, Plaintiff has been damaged in the sum of $0,., plus interest thereon from March, 0 at the legal rate thereof.. The actions of Defendants were motivated by fraud and deceit as aforesaid, and as such Plaintiff is entitled to punitive and exemplary damages in an amount sufficient to punish Defendants in the amount of $00, FOURTH CAUSE OF ACTION (Breach of Contract for Sale of Goods against all Defendants. Plaintiff refers to paragraph 1 - of this complaint and incorporates them herein by reference as though fully set forth and alleged.. On or about February, 0, Plaintiff placed orders for various animal pharmaceutical products (popularly called Pet-Meds with Defendants. Defendants received and accepted the order and generated an invoice which they delivered to Plaintiff in the amount of $,0.0. A true copy of that invoice is attached hereto as Exhibit.. On or about March, 0, Plaintiff caused the sum of $,.0 to be paid by wire transfer to Defendants to fully pay the invoice amount for the Pet-Meds which had been ordered.. Notwithstanding their receipt of the order, their issuance of an invoice setting forth the price and terms of the sale, and their receipt of the full monetary consideration for the sale of the Pet-Meds, Defendants failed and refused, and continue to fail and refuse, without good cause, to deliver all of the Pet-Meds.. Plaintiff and Defendants entered into an agreement for the sale of goods. - -

8 Defendants breached that agreement by failing and refusing, without good cause, to ship and deliver all of the Pet-Meds which were ordered and for which payment was made. A list of those Pet-Meds not delivered and their contract price is attached as Exhibit. 0. As a direct and proximate result of Defendants breach of contract, Plaintiff has been damaged in the amount of $,0.00, the price paid for the goods which were not delivered. 1. As a further direct and proximate result of Defendants breach of contract, Plaintiff has been further suffered incidental and consequential damages of a kind and nature which have not yet been fully determined, the extent of which are not yet fully known, but which will be shown according to proof at the time of trial. FIFTH CAUSE OF ACTION (Money Had and Received against all Defendants. Plaintiff refers to Paragraphs 1 through, and - 1, inclusive, of this Complaint and incorporates them herein by reference as though fully set forth and alleged.. Within the past four years before the commencement of the action, at Lake Forest, California, Defendants became indebted to Plaintiff for money had and received by Defendants for their use and benefit in the sum of $,0.00 as of March, 0 plus additional interest thereafter, plus costs of suit and attorneys fees, no part of which has been paid. Despite demand therefor, Defendants have failed and refused to make payment of that sum, or any other, and there is now due, owing and unpaid the sum of $,0.00 as of March, 0, plus additional interest thereafter, plus costs of suit and attorneys fees. - -

9 WHEREFORE, Plaintiff prays for relief as follows: On the First and Second Causes of Action: judgment; 1. For the sum of $0,. plus interest from March, 0 until the date of On the Third Cause of Action:. For the sum of $0,. plus interest from March, 0 until the date of judgment;. For punitive and exemplary damages in the amount of $00,000.00; On the Fourth and Fifth Causes of Action: judgment;. For the sum of $,0.00 plus interest from March, 0 until the date of On all Causes of Action:. For attorney s fees as allowed by law;. For costs of suit incurred herein;. For such other and further relief as the Court deems proper and just. DATED: July 1, 0 RICHARD T. BAUM, Attorney for Plaintiff WORLD LOGISTICS SERVICES, INC. - -

10 VERIFICATION I have read the foregoing. I am a director of WORLD LOGISTICS SERVICES, INC., the plaintiff in this action. I am authorized to initiate this action and to make this verification for and on its behalf, and I make this verification for that reason. The matters stated therein are true and correct of my own knowledge, except as stated on information and belief, and as to those matters, I trust the source of the information and believe those matters to be true. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this day of 0. BRIAN COLE - -