A week or two ago the 3 amigos rear their ugly heads.
Discovery 3 L319 (2005-09) ⚑ Fast delivery worldwide Payment options including PayPal ⛽ British car experts ♚ 00 ☎ 1-855-746-2767. The Three Amigos sessions work best when three different roles are present. That's why we call it the Three Amigos. It doesn't have to be three people, though between 3 and 6 seems to work best. But three roles do need to be present and active. TIP: Don't artificially limit the meetings to three and only three people. Depending on the feature.
I had a fair suspicion it was related to my brakes as they had been acting up for a bit.
They seemed to not be releasing properly for a start. Printworks 2 0 8 cm.
They seemed to not be releasing properly for a start. Printworks 2 0 8 cm.
My own OBDII device indicated an error P1590 – Antilock brake system (ABS) rough road signal – error message from ABS control unit. Xliff editor 2 7 13.
Further diagnostics using a friends’ Hawkeye (thanks LandyLuvver) indicated front right and rear right ABS sensor errors. So he reset the error and suggested I clean the sensors. Trashme 2 1 17.
Discovery 3 3 Amigos Temporada
This is how its done.
Discovery 3 Amigos Repair
3 Pageld 1 FILED IN THE UNITED STATES DISTRICT COURTHAY 22 pm 12: 00 FOR THE MIDDLE DISTRICT OF FLORIDA FORT MYERS DIVISION CLERK. US DISTRICT COUNT MIDDLE DISTRICT OF FLORIDA FORT MYERS FLORIDA SKYPOINT ADVISORS, LLC ., Plaintiff Case No. 2: 18 - 20 - 356 - AM - 29 Mem 3 AMIGOS PRODUCTIONS LLC ., BLACKBURNSTEELE LLC ., CHAD H PITTMAN, ISSA ZAROUI, MARK C CRAWFORD Defendants COMPLAINT COMES NOW, the Plaintiff, SKYPOINT ADVISORS, LLC ., by and through undersigned counsel, and hereby files this complaint pursuant to Fed. R. Civ. P. 7 (a) (1) and sues Defendant, 3 AMIGOS PRODUCTIONS LLC ., BLACKBURNSTEELE LLC ., et. al ., and alleges the following: The Parties, Jurisdiction, and Venue 1. Plaintiff, Skypoint Advisors LLC ('Skypoint *), is a corporation incorporated in Florida. 2. Defendant, 3 Amigos Productions LLC ('3 Amigos'), is a corporation incorporated in Nevada. 3. Defendant, Chad H. Pittman ('Pittman'), is a resident of Virginia and a managing member of 3 Amigos. 4. Defendant, Issa Zaroui ('Zaroui'), is a resident of New York and a managing member 3 Amigos. . 3 PageID 2 5. Defendant, BlackburnSteele LLC. ('BlackburnSteele'), is a corporation incorporated in Nevada and a managing member of 3 Amigos. 6. Defendant, Mark C. Crawford ('Crawford'), is a resident of Ohio and the sole managing member of BlackburnSteele. 7. Jurisdiction of this Court is invoked pursuant to 28U.S. C. & $ 1331, 1367, and 15U.S. C. $ $ 77. 8. Venue is proper in this judicial circuit pursuant to 28U.S. C. § 1391 (b), and $ 22 of the Securities Act of 1933, as a substantial part of the events giving rise to the claim occurred in Naples, Florida. Including, but not limited to the negotiating of the terms of the signed written agreement at issue: including the adopting of the Governing Law Clause which states: ' Governing Law. ' This Agreement shall be governed by and construed under the laws of Florida. The Parties agree in the event a lawsuit is filed, any court in the State of Florida whether Federal or State court shall be the court of most competent jurisdiction for this matter. ' 9. No Federal Exemptions nor any Federal Exclusions were filed by 3 Amigos with the United States Securities and Exchange Commission via a FORM D, which would be a necessary filing to qualify for an exclusion from liability under the 1933 Act. Skypoint's federal causes of actions under the Securities Act of 1933 listed in this complaint qualify as federal questions under 28U.S. C. $ 1331. 10. All conditions precedent to bringing this action have been performed by the parties, been waived, or otherwise been excused or legally satisfied ., 3 PageID 3 Background 11. On or about February 10, 2017, 3 Amigos provided a proposed budget and information relating to the operations of 3 Amigos and the production of a proposed film entitled ' Lazarat Burning ' (the ' Project') to Skypoint. 12. While attempting to solicit Skypoint's investment, 3 Amigos conveyed to Skypoint that Skypoint would receive a capital raise based onU.S. Federal and State regulations. This statement turned out to be false and Skypoint was never given any capital raise from 3 Amigos. 13. Numerous false and misleading representations were made by 3 Amigos and its managing members to Skypoint and Skypoint relied on those representations and entered into a written agreement with 3 Amigos entitled Film Financing Agreement. ('Agreement') See the Agreement attached herein marked as Exhibit A. 14. These representations were made by means of interstate commerce. 15. Crawford signed the Agreement on behalf of BlackburnSteele, as a managing member of 3 Amigos, on 2 / 13 / 17. 16. Skypoint signed the Agreement on 3 / 5 / 17. 17. Pursuant to the Agreement, Skypoint provided the ' consideration ' of $ 50, 000 as an investment to 3 Amigos for the Project. 18. Skypoint was informed throughout the process that 3 Amigos would keep thorough and transparent bookkeeping during its performance of the Agreement including keeping accurate books, budgets, and contracts which would be made available for review by Skypoint. . . 3 Pageld 4 19. After the formation of the Agreement, Skypoint requested to review 3 Amigos ' records at numerous times. 20. 3 Amigos did not keep accurate records nor did it allow Skypoint access to review any bookkeeping, budget, or contract records. 21. 3 Amigos and its managing members solicited investors knowing that its claims of financial reward and estimated return on investments were not feasible under the Project. 3 Amigos and its managing members: Pittman, Zaroui, and BlackburnSteele / Crawford made false representations about the estimated return on investments in an attempt to mislead investors, including Skypoint, into investing in the 3 Amigos ' Project. 22. 3 Amigos presumed that it would not have to deal with any federal scrutiny from the Securities and Exchange Commission because 3 Amigos and its managing members knew that they had no intent to file any disclosures with the SEC, nor, in its opinion, would they be subject to any filing requirements. 23. 3 Amigos assumed that Skypoint and other investors would be classified as accredited investors; however, the language of the Agreement was conditional and stated ' Each individual hereby certifies that such person can be an accredited investor ' as defined under Regulation D of the Securities Act of 1933. ' 24. The determination of officially classifying an investor as an ' accredited investor ' lies with the SEC, and as stated above, Defendant 3 Amigos did not file the necessary FORM D filing with the SEC to seek and acquire such an exclusion classification nor did 3 Amigos file any other filing with the SEC. 25. The Agreement gives Skypoint the right to audit, examine and make copies of the books of accounts and other financial records of 3 Amigos. 3 Pageld 5 26. After the formation of the Agreement and during the production of the Project, Skypoint made several requests to review film contracts and substantiate 3 Amigos and its managing members ' claims that it had a contract with Karo Films which would secure over $ 20 million dollars of revenue for the Project and that it also had a contract with Fantastic Films International which would secure over $ 4 million dollars. Those requests were not complied with and Skypoint was denied access to review any alleged documents or contracts relating to both Karo Films and Fantastic Films International, 27. Issa on his own behalf and on behalf of 3 Amigos made an unsubstantiated claim that Karo Films contracts with 3 Amigos would secure over $ 20 million dollars in an attempt to solicit an even larger additional investment amount of $ 200, 000 from Skypoint, yet 3 Amigos still continued to refuse to disclose those contracts to Skypoint when Skypoint requested to review them. 28. 3 Amigos and its managing members manipulated its investors, including Skypoint, by making affirmative statements about 3 Amigos relationship with Karo Films and Fantastic Film International as well as providing false statements regarding expenses, its commission rate, and budget numbers to Skypoint. 29. 3 Amigos and its managing members fraudulently held out to Skypoint, and others, that the Project would meet all of its pre - sale forecasts in part because Gabriel Garko would be playing a major role in the Project and that the managing members would continue m proper oversight of the Project during production. 30. After securing investments from numerous investors, including Skypoint, who relied on the representation that Garko would have a major acting role in the Project, 3 Amigos. . 3 Pageld 6 proceeded to fire Garko and replace him with Louis Mandalyour who had less skill and reputation, and who was compensated at a fourth of the rate of Garko. 31. The firing of Garko decreased the likelihood that the Project would be financially successful and decreased the likelihood of potential return for Skypoint as an investor in the Project. 32. 3 Amigos falsely stated to Skypoint, that all 3rd party consultants had been previously paid prior to Skypoint's decision to invest. Skypoint relied on the representation when deciding to enter into the Agreement. 33. After entering the Agreement, Skypoint learned that all 3rd party consultants had not been paid. 34. The Agreement states an international release date of, ' on or about November 30, 2017. ' 35. No international release was made on or about November 30, 2017 and there has been no communication from 3 Amigos to Skypoint regarding the Project progress since August of 2017. 36. No international release date occurred as of the time of Skypoint's February 21, 2018 demand letter, in which Skypoint demanded from 3 Amigos a return of Skypoint's investment monies pursuant to the Agreement. 37. After the formation of the Agreement, Skypoint learned that Crawford, Pittman, and Zaroui had been classified as ' executive producers ' and that they had cast Zaroui as an actor. 38. Skypoint became aware of concerns related to the Project and that 3 Amigos ' had made non - project related expenditures of investment monies. 3 PageID 7 39. Skypoint addressed its concerns to 3 Amigos in the letter from its counsel dated February 21, 2018. See Letter attached herein and marked as Exhibit B ('Demand Letter') . 40. In the Demand Letter, Skypoint informed 3 Amigos that it was to exercising its rights under Section 2 of the Agreement that stated ' any monies not spent on Project are immediately refundable to Lender upon discovery of any such wrongful or improper expenditure by LLC. ' 41. Skypoint's Demand Letter demanded return of its monies plus its due interests, costs and fees. 42. As of the filing of this Complaint no international release has occurred. 43. 3 Amigos and its managing members failed to abide by the Agreement's terms regarding return of principle and refused to return Skypoint's principle. Count I Fraud in the Offer or Sale of Securities - Violation of Section 17 (a) (2) of the Securities Act of 1933 (Against 3 Amigos, Pittman, Zaroui, BlackburnSteele, and Crawford ] 44. Plaintiff re - alleges the allegations contained in paragraphs 1 through 43 above as fully set forth herein. 45. This claim arises under $ 17 (a) (2) of the Securities Act of 1933, 15U.S. C. 9779 (a) (2) . 46. Joint and Several liability for controlling members, Pittman, Zaroui, BlackburnSteele, and Crawford, arises under $ 15 of the Securities Act of 1933, 15U.S. C. 377 (0) . 47. This Court has jurisdiction pursuant to § 22 of the Securities Act of 1933, 15U.S. C .U.S. C. 77 (v) and 28U.S. C. $ 1331 as a federal question. 48. Defendants 3 Amigos, Pittman, Zaroui, BlackburnSteele and Crawford directly and indirectly in the offer or sale of securities, by means or instruments of transportation or. . 3 PageID 8 communication in interstate commerce or of the mails have negligently obtained money from the plaintiff by means of untrue statements of material facts and omissions. 49. By reason of the foregoing, 3 Amigos, Pittman, Zaroui, BlackburnSteel and Crawford, each violated Section 17 (a) (2) of the Securities Act, 15U.S. C. 777 (a) (2) and Skypoint has suffered damages. Wherefore, Skypoint respectfully requests judgment against 3 Amigos, Pittman, Zaroui, BlackburnSteele and Crawford for damages including return of investment funds, prejudgment interest, attorney's fees, the cost of this action, and such other and further relief that this Court deems appropriate. Count II Fraud in the Offer or Sale of Securities - Violation of Section 17 (a) (3) of the Securities Act of 1933 [ Against 3 Amigos, Pittman, Zaroui, BlackburnSteele, and Crawford 50. Plaintiff re - alleges the allegations contained in paragraphs 1 through 43 above as fully set forth herein. 51. This claim arises under $ 17 (a) (3) of the Securities Act of 1933, 15U.S. C. $ 77q (a) (3) . 52. Joint and several liability for controlling members, Pittman, Zaroui, BlackburnSteele, and Crawford, arises under § 15 of the Securities Act of 1933, 15U.S. C. 977 (0) . 53. This Court has jurisdiction pursuant to § 22 of the Securities Act of 1933, 15U.S. C .U.S. C. 977 (v) and 28U.S. C. $ 1331 as a federal question. 54. Defendants 3 Amigos, Pittman, Zaroui, BlackburnSteele and Crawford directly and indirectly, in the offer or sale of securities, by use of means or instruments of transportation or communication in interstate commerce or of the mails have negligently engaged in transactions, practices, or courses of business which operated or would have operated as a fraud or deceit upon the plaintiff. . . 3 Pageld 9 55. By reason of the foregoing, 3 Amigos, Pittman, Zaroui, BlackburnSteel and Crawford, each violated Section 17 (a) (3) of the Securities Act, 15U.S. C. 77q (a) (3) and Skypoint has suffered damages. Wherefore, Skypoint respectfully requests judgment against 3 Amigos, Pittman, Zaroui, BlackbumSteele and Crawford for damages including return of investment funds, prejudgment interest, attorney's fees, the cost of this action, and such other and further relief that this Court deems appropriate. Count III - Violation of Florida's Securities Investor Protection Act, 517. 211 Florida Statutes (Against 3 Amigos) 56. Plaintiffs re - allege the allegations contained in paragraphs 1 through 43 above as fully set forth herein. 57. The Court has jurisdiction of this count under the doctrine of supplemental jurisdiction, in that this claim arises out of the same transaction as do counts I and II pursuant to 28U.S. C 31367. 58. Skypoint demanded rescission of the Agreement and a return of its monies pursuant to Fla. Stat. $ 517. 211. 59. 3 Amigos refused to return Skypoint's money. 60. 3 Amigos violation of the Florida Securities Investor Act have caused Skypoint to suffer damages. Wherefore, Skypoint respectfully requests judgment against 3 Amigos for damages including return of investment funds, prejudgment interest, attorney's fees, the cost of this action, and such other and further relief that this Court deems appropriate. 3 Pageld 10 Count IV - Breach of Contract [ Against 3 Amigos 61. Plaintiff re - alleges the allegations contained in paragraphs 1 through 43. 62. The Court has jurisdiction of this count under the doctrine of supplemental jurisdiction, in that this claim arises out of the same transaction as do counts I and II pursuant to 28U.S. C 81367. 63. A written contract was formed. 64. On or about February 10, 2017, the Agreement was drafted. 65. The Agreement was signed by 3 Amigos on February 13, 2017. 66. On March 3, 2017, Skypoint signed the Agreement entitled ' Film Financing Agreement. ' 67. The Agreement is a valid and enforceable contract. 68. Skypoint has fully performed all of its obligations under the Agreement. 69. 3 Amigos has breached its obligations under the Agreement and failed to perform under the terms of the contract by failing to comply with the following terms: ' LLC (3 Amigos) specifically agrees that no Lender monies will be spent on items, costs, fees or projects unrelated to the Project. ' ' Any monies not spent on the Project are immediately refundable to Lender upon discovery of any such wrongful or improper expenditure by LLC ' ' 14. Release Date. The international release date of the Project will be on or about November 30, 2017. ' ' 15. Delay. The Company reserves the rights of delay between 3 to 6 months after the agreed upon international release. ' 70. 3 Amigos have also breached the implied covenant of good faith and fair dealing by failing to disclose to Skypoint that managing members of 3 Amigos would be given a 10 3 PageID 11 classification by 3 Amigos of actors / talent and directors; 3 Amigos also breached the implied covenant of good faith and fair dealing by failing to disclose conflicts of interest between investors and 3 Amigos managing managers ' financial interest in being classified as actor and directors. 71. The Plaintiff has suffered damages due to the breach including, but not limited to expectation damages, loss of alternative investment opportunities, court costs, and attorney's fees. Wherefore, Skypoint respectfully requests judgment against 3 Amigos for damages including return of investment funds, prejudgment interest, attorney's fees, the cost of this action, and such other and further relief that this Court deems appropriate Count V Breach of Fiduciary Duty; 28U.S. C. $ 1367 (Against 3 Amigos ] 72. Plaintiff re - alleges the allegations contained in paragraphs 1 through 43 above as fully set forth herein. 73. The Court has jurisdiction of this count under the doctrine of supplemental jurisdiction, in that this claim arises out of the same transaction as do counts I and II pursuant to 28U.S. C 31367. 74. By virtue of 3 Amigos undertaking the day to day management as well as all actions in connection with the operation of the Project, 3 Amigos owed a fiduciary duty to Skypoint as an investor to maintain proper businesslike conduct. 3 Amigos have expressly breached its duties through various acts causing severe and lasting damage to Skypoint. 11 3 Pageld 12 75. 3 Amigos urged Skypoint to become an investor in the Project and after Skypoint became an investor there existed a fiduciary duty to act in Skypoint's best interest and to protect Skypoint's investment in the Project. 76. 3 Amigo's breached that duty, as stated herein, by failing to meet time goals for production, failing to meet requests to review documents, and by using Skypoint's investment monies for purposes unrelated to the Project some of which were spent on nefarious activities. 77. This breach of the fiduciary duty by 3 Amigos caused Skypoint to suffer damages. Wherefore, Skypoint respectfully requests judgment against 3 Amigos for damages including return of investment funds, prejudgment interest, attorney's fees, the cost of this action, and such other and further relief that this Court deems appropriate. Prayer for Relief WHEREFORE, Skypoint, respectfully requests this Honorable Court enter judgement for all claims for relief asserted in the Complaint in the amount to be proven at trial, including damages, reasonable attorney's fees, costs of this action, pre - and post - judgment interest, and other such relief that the Court finds appropriate and just. Demand for Jury Trial Skypoint, hereby, makes a demand for a jury trial in this case. Respectfully submitted by, / SS / JOSEPH DAVIDOW JOSEPH A. DAVIDOW Attorney for Defendants Florida Bar No. 65885 WILLIS & DAVIDOW, L. L. C. 12 3 PageID 13 851 5th Avenue North, Suite 301 Naples, Florida 34105 (239) 465 - 0531 jdavidow @ willisdavidow. com CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been e - filed via CM / ECF which will e - mail a copy to: any pro se parties, or attorneys for parties, upon the filing of a Notice of Appearance, this day of May, 2018. / SS / JOSEPH DAVIDOW JOSEPH A. DAVIDOW Attorney for Defendants Florida Bar No. 65885 WILLIS & DAVIDOW, L. L. C. 851 5th Avenue North, Suite 301 Naples, Florida 34105 (239) 465 - 0531 idavidow @ willisdavidow. com