IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION
Civil Action No: 03-61165 (USDJ ZLOCK; USMJ SNOW)

CORRECTED AMENDED COMPLAINT

JURISDICTION AND VENUE

            This is an action both in law and in equity and seeks monetary damages, punitive damages and injunctive relief.  This action is designated as a Class Action Complaint pursuant to the provisions of 15 U.S.C. §77z-1.  Causes of Action and Jurisdiction are founded pursuant to §10(b) and 20(a) of the Exchange Act [15 U.S.C. §78j(b) and 78t(a)] and Rule 10b-5 promulgated there under by the Securities and Exchange Commission (“SEC”) [17 C.F.R. §240.10b-5], and the Private Securities Litigation Reform Act of 1995 15 U.S.C. §77z-1. In addition, causes of action arise under 15 U.S.C. §78i Manipulation of security prices, 15 U.S.C. §78j (Manipulative and deceptive devices), 15 U.S.C. §78t (Liability of controlling persons and persons who aid and abet violations), 15 U.S.C. §77I, (Civil liabilities arising in connection with prospectuses and communications), 15 U.S.C §78k. Trading by members of exchanges, brokers and dealers, 15 U.S.C. §78j-1, Audit requirements, 15 U.S.C §78m, Periodical and other reports, 15 U.S.C. §78p, Directors, officers, and principal stockholders, 15 U.S.C. §78r, Liability for misleading statements, 15 U.S.C. §78t-1, Liability to contemporaneous traders for insider trading, S.E.C. Rule 144 and Title XXXIII, Chapter 517, §517.301 of the 2003 Florida Statutes entitled Fraudulent transactions; falsification or concealment of facts and §517.211 dealing with remedies available in cases of unlawful sale.  This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §1331 and 1337 and §27 of the Exchange Act [15 U.S.C. §78aa], 15 U.S.C. §78i, 15 U.S.C. §77z-1 and Title 18, §1962 and §1964, (RICO). Venue is proper in this District pursuant to §27 of the Exchange Act, and 28 U.S.C. §1391(b).  Many of the acts alleged herein, including the preparation and dissemination of materially false and misleading information, occurred in substantial part in this District.  Additionally, certain defendants maintain their chief executive offices and place of business within this District. In connection with the acts alleged in this complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the United States mail. The amount in controversy exclusive of interest and costs is in excess of $75,000.

FACTS COMMON TO ALL COUNTS

PARTIES

PLAINTIFFS

1)                  UBUY Holdings, Inc., f/k/a E-PAWN.com, Inc. (UBUY) and/or (E-PAWN) or (EPWN) is a Nevada corporation having a usual place of business at 2855 N. University Drive, Suite 520, Coral Springs, Broward County, Florida 33065.  UBUY is a publicly traded corporation formerly known as Wasatch International Corporation. At all times relevant to this Complaint, UBUY Holdings, Inc. (f/k/a E-PAWN.com, Inc.) was a Nevada corporation with its principal place of business in Coral Springs, Florida.  E-PAWN represented to potential investors that its business was acting as “a multifaceted Internet portal, website designer and e-commerce software developer.” E-PAWN operated internet businesses, including the web sites “E-PAWN.com” an Internet portal, and pawnshopauctionline.com,” an auction and barter site. The common stock of E-PAWN was publicly traded under the symbol “EPWN” on the OTC Bulletin Board, a regulated quotation service that displayed real-time quotes, last-sale prices, and volume information in over-the-counter securities.

2)                  Steven Bazsuly (Bazsuly) is a resident of Broward County, Florida, of legal age and was the Chief Executive Officer of E-PAWN Inc., and at the times covered by the allegations as contained in this Complaint was the General Partner of the Bazsuly Family, L.P., which was a major shareholder of E-PAWN at all times relative to this Complaint.  Bazsuly was the President and Chief Executive Officer of the private company known as E-PAWN, INC. before a reverse merger into E-PAWN.com, Inc.  The Bazsuly Family, L.P. together with members of the Bazsuly family own or control approximately eighty-seven (87%) percent of all of the outstanding shares of common stock in E-PAWN and Bazsuly desires to be lead plaintiff and class representative in this action.

DEFENDANTS

3)                  Richard Gladstone is a resident of Palm Beach County, Florida, of legal age and is a control person and/or affiliate and/or insider within the meaning of the United States Securities laws, rules and regulations of UBUY Holdings, Inc. f/k/a E-PAWN.com, Inc.  Richard Gladstone is in the business of trading in publicly held securities.  Richard Gladstone acquired a control position together with his wife and Leslie S. Greyling and Anne M.E. Greyling in a small public shell company known as Wasatch International, Corp. in or about 1996.  Subsequently, together with his wife and the GREYLING’S, Richard Gladstone and his wife positioned large amounts of Wasatch common stock so that the stock could eventually be sold at huge profits once the right acquisition target was found.  The GLADSTONE’S together with the GREYLING’S found that acquisition target in the name of E-PAWN, Inc.  Once a reverse merger for E-PAWN was accomplished, the GLADSTONE’S together with the GREYLING’S engaged in a “PUMP AND DUMP” scheme of E-PAWN common stock and made enormous personal profits to the financial detriment of the Plaintiffs and all of the other E-PAWN shareholders. A “PUMP and DUMP” Scheme is one whereby an individual or individuals create a false and artificial market for publicly traded securities through fraudulent and untrue statements, knowing such statements are untrue when made or recklessly causing the issuance of such statements in an attempt to cause a rise in the price of the securities so that the promoters of the “PUMP and DUMP” scheme can sell their shares of stock which they have acquired at de minimus cost into the artificially created and inflated market at the inflated market price, thereby earning the difference between the de minimus price paid for the securities and the inflated price at which the securities then trade, and which are generated by the fraudulent representations made by the promoters. Richard Gladstone was banished from the Securities Business on or about June 17, 1992 by the National Association of Securities Dealers, Inc. Despite such banishment, Richard Gladstone continued to operate a securities business, ran a securities trading operation in Boca Raton, Florida, maintained multiple securities trading accounts at several brokerage firms and continuously manipulated the prices of publicly traded securities by knowingly and recklessly engaging in a pattern of securities trading that was violative of the securities laws, rules and regulations of both the United States and the State of Florida.

4)                  Laurie Doll Gladstone is a resident of Palm Beach County, Florida, of legal age and is the wife of Richard Gladstone. Laurie Doll Gladstone was used as a straw person by Richard Gladstone with respect to various securities transactions that are complained of in this Complaint. Laurie Doll Gladstone is also an affiliate and/or insider within the meaning of the United States Securities laws, rules and regulations of UBUY Holdings, Inc. f/k/a E-PAWN.com, Inc.

5)                  Laura Holm is of legal age and a resident of Broward County, Florida. She is an attorney at law and licensed to practice law in the State of Florida. She was a securities law attorney with the law firm of English, McCaughan & O’Bryan, P.A., and maintained an office for the practice of law in Fort Lauderdale, Florida. Laura Holm acted as an attorney representing Richard Gladstone and Laurie Doll Gladstone during the periods of time that are at issue in this Complaint. In connection with her representation of Richard Gladstone and Laurie Doll Gladstone, Laura Holm committed various illegal actions  including participating in the removal of restrictive securities legends from restricted securities that were then not eligible to have the restrictive legends removed, made false representations that the GLADSTONE’S were not insiders or affiliates of E-PAWN when such statements were false, inaccurate and misleading, knowing the falsity of such representations or acting recklessly in making and publishing such representations, and accepting fees that were generated from the proceeds of such illegal stock trading activities of the GLADSTONE’S, all of such activities being in violation of United States and State of Florida Securities laws, rules and regulations.

6)                  English, McCaughan & O’Bryan, P.A., was a Florida corporation with offices in Fort Lauderdale, Broward County, Florida. It was a professional law corporation and is the employer of Laura Holm.  It had a duty to supervise Laura Holm and others of its employees in rendering legal advice and services that were lawful and proper.  It failed to render proper legal advice and services to its clients and facilitated the violations of United States and State of Florida Securities laws, rules and regulations by its clients, Richard Gladstone and Laurie Doll Gladstone as well as aided and abetted the illegal activities of Richard Gladstone and Laurie Doll Gladstone as set forth in the allegations against Laura Holm and as alleged in this Complaint.

7)                  Western States Transfer & Registrar, Inc. (Western States) is engaged in the business of providing stock transfer services for publicly traded corporations. It conducts its business from offices in Salt Lake City, Utah. It was the transfer agent for UBUY f/k/a E-PAWN at all times pertinent to the causes of action set forth in this Complaint. Western States had a duty to the Plaintiffs to see that all applicable United States and State securities laws, rules and regulations were complied with by E-PAWN.com, Inc. It failed to properly comply with all applicable United States and State Securities laws, rules and regulations by knowingly or recklessly allowing the removal of restrictive legends from restricted securities when such securities were ineligible for the removal of such restrictive legends and allowed the illegal transfer of securities by insiders and/or affiliates of E-PAWN, thereby damaging Plaintiffs and all other shareholders of UBUY Holdings, Inc. f/k/a E-PAWN.com, Inc. E-PAWN stock was issued to Diane Parker, the daughter of Richard Parker, President of Western States Transfer, James Parker as well as other family members as illegal compensation for allowing such activities to occur.

8)                  Richard Parker is of legal age and a resident of Utah. At all times material to this complaint he was the person in charge of Western States and was responsible for overseeing the actions of Western States and seeing that Western States complied with all applicable United States and State Securities laws, rules and regulations.  He knowingly or recklessly failed to properly supervise Western States in its administration of its duties as the Transfer Agent of UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., as set forth in the preceding paragraph, thereby causing loss and damages to the Plaintiffs and all other shareholders of UBUY Holdings, Inc. f/k/a E-PAWN.com Inc. Additionally, Richard Parker and members of his family received undisclosed compensation in the form of E-PAWN common stock from the GREYLING’S. Such undisclosed compensation is illegal under both federal and state securities laws, rules and regulations. Some of the stock was placed in the name of James Parker and other members of the Parker family and the members of Richard Parker’s family sold such stock for the financial benefit of both himself and other members of his family to the financial benefit of such parties and to the financial detriment and harm to the Plaintiffs and all of the E-PAWN shareholders.

9)                  Diane Sagers is of legal age and a resident of Utah.  At all times material to this Complaint, she was acting in the capacity of a transfer agent for E-PAWN stock and was employed by Western States.  She was charged with the responsibility of complying with all applicable securities laws, rules and regulations in the issuance and transfer of shares of E-PAWN common stock.  Diane Sagers knowingly or recklessly failed to properly carry out her assigned duties, was negligent in her performance as the person carrying out the transfer duties for E-PAWN stock and thereby allowed the removal of restrictive legends from E-PAWN common stock, when such removal of restrictive legends was prohibited by law. In addition, Diane Sagers received undisclosed, illegal compensation in shares of E-PAWN common stock, both for herself and other members of her family from the GREYLING’S, sold such stock and profited both herself and members of her family to the financial detriment of the Plaintiffs and other E-PAWN shareholders. The receipt of the shares of stock as undisclosed compensation is illegal under both federal and state securities laws, rules and regulations and was a bribe paid to her for allowing the removal of restrictive legends from E-PAWN common stock at a time when such stock was ineligible to have such restrictive legends removed. 

10)              Jones Jensen & Company is a Utah company, which is engaged in the business of professional certified public accountants. Jones Jensen & Company were engaged by Wasatch International Corporation (now UBUY Holdings, Inc. f/k/a E-PAWN) as Certified Public Accountants charged with the responsibility of providing certified financial statements for E-PAWN and filing those certified financial statements with the appropriate regulatory authorities. Jones Jensen & Company knowingly or recklessly failed to timely prepare and file the required financial statements, as required by law.  As a result of the failure to file timely and correct financial statements, UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., was not in compliance with filing requirements of the appropriate regulatory bodies and failed to uncover various fraudulent and illegal activities which were being perpetrated by various UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., officers, directors and other control persons, both disclosed and undisclosed. Jones, Jensen & Company failed to report that there were 10 million shares of E-PAWN common stock that were missing and unaccounted for and that such shares were in the hands of both the GREYLING’S and the GLADSTONE’S and were being used by both the GREYLING’S and the GLADSTONE’S in furtherance of the “PUMP AND DUMP” scheme.  The results of Jones, Jensen & Company’s failures to properly and adequately conduct their audits and report the operating results of the Company properly and legally caused loss and damage to the Plaintiffs and all of the UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

11)              Feldman Sherb Horowitz & Co., P.C., formally known as Grassi & Co. now known as Marcum & Kliegman LLP is a professional corporation of certified public accountants and is the certified public accountants for UBUY Holdings, Inc. f/k/a E-PAWN.com, Inc.  In their professional capacity, they are responsible for the preparation and filing of all required financial statements and regulatory filings for UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., and for the accuracy and adequacy of such financial statements. Feldman knowingly or recklessly failed to meet their professional responsibilities to UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., and the UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders, including the plaintiffs, by failing to provide accurate financial statements including reporting that there were 10 million shares of E-PAWN common stock that were missing and unaccounted for, that the company was delinquent in its filing requirements, and that because of such delinquency restrictive share legends could not be lawfully removed from restricted securities, that, in fact, such restrictive legends were being routinely removed from such stock, and for not timely filing the required financial statements with the appropriate regulatory agencies, or notifying the regulatory authorities of the discrepancies in the outstanding stock register, thereby resulting in monetary damages to the Plaintiffs and all other UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

12)              Marcum & Kilegman LLP formerly Feldman Sherb Horowitz & Co., P.C., and Grassi & Co. are a professional corporation of certified public accountants that has recently merged with Feldman Sherb Horwitz/Grassi & Co. and are now the certified public accountants for UBUY Holdings, Inc. f/k/a E-PAWN.com Inc.  In their professional capacity, they are responsible for the preparation and filing of all required financial statements and regulatory filings for UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., and for the accuracy and adequacy of such financial statements. Feldman knowingly or recklessly failed to meet their professional responsibilities to UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., and the UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders, including the plaintiffs, by failing to provide accurate financial statements including reporting that there were 10 million shares of E-PAWN common stock that were missing and unaccounted for, that the company was delinquent in its filing requirements, that because of such delinquency that restrictive legends could not be lawfully removed from restricted securities and that in fact such restrictive legends were being routinely removed from such stock, and for not timely filing the required financial statements with the appropriate regulatory agencies, thereby resulting in monetary damages to the Plaintiffs and all other UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

13)              Dr. Thomas Bolera is of legal age and was an affiliate of Wasatch International Corporation (now UBUY f/k/a E-PAWN). Dr. Thomas Bolera and Trina O. Van Daam, his ex-wife knowingly or recklessly engaged in various acts of illegal insider trading both for himself and their friends and associates and engaged in acts of commercial bribery to cause an artificially inflated market to develop for E-PAWN stock. These actions allowed Dr. Thomas Bolera, his ex-wife Trina O. Van Daam, as well as other friends and associates to sell their shares of E-PAWN common stock, which were then ineligible for public trading to be sold into such artificially created public market. These fraudulent actions benefited Dr. Thomas Bolera and Trina O. Van Daam, his ex-wife, and their friends to the financial harm, and detriment of Plaintiffs and all of the UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

14)              Trina O. Van Daam is of legal age and was an affiliate of Wasatch International Corporation (now UBUY f/k/a E-PAWN). Trina O. Van Daam, the ex-wife of Dr. Thomas Bolera, knowingly or recklessly engaged in various acts of illegal insider trading both for herself and her friends and associates and engaged in acts of commercial bribery to cause an artificially inflated market to develop for E-PAWN stock. These actions allowed Trina O. Van Daam and Dr. Thomas Bolera as well as other friends and associates to sell their shares of E-PAWN common stock, which were then ineligible for public trading to be sold into such artificially created public market. These fraudulent actions benefited Trina O. Van Daam and their friends to the financial harm, and detriment of Plaintiffs and all of the UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

15)              Joseph Logan, Jr. is of legal age and a resident of the State of New Jersey. Joseph Logan, Jr. was the former President and Chief Executive Officer of Wasatch International Corporation (now UBUY f/k/a E-PAWN). In his capacity as President of Wasatch, Joseph Logan, Jr. was responsible to ensure that Wasatch caused the preparation and filing of all required financial statements with the appropriate regulatory authorities and also to insure that Wasatch was legally operated. Joseph Logan, Jr. knowingly or recklessly failed to properly carry out his duties and responsibilities by filing false and inaccurate financial statements on a non-timely basis, failing to account for 10 million shares of missing E-PAWN common stock and for failing to report illegal insider and affiliate trading violations to any regulatory authorities or to E-PAWN’s Certified Public Accountants and Attorneys. In addition, Joseph Logan, Jr. received E-PAWN common stock and had restrictive legends illegally removed from such certificates and sold such stock into the public marketplace as a part of the “pump and dump” scheme.  Due to Joseph Logan, Jr. failure to properly execute the duties of his office, the Plaintiffs and other Wasatch (now UBUY f/k/a E-PAWN) shareholders were financially harmed.

16)              Dr. Vaughn Dabbs is of legal age and was a Director of Wasatch International Corporation (now UBUY f/k/a E-PAWN) and an associate of Dr. Thomas Bolera.  Dr. Vaughn Dabbs was an insider, affiliate and a responsible party to see that all required financial disclosure statements were properly prepared and filed by Wasatch (now UBUY f/k/a E-PAWN). Dr. Vaughn Dabbs knowingly or recklessly failed to cause the timely filing of required financial statements with the appropriate regulatory authorities or to report on the fact that there were 10 million shares of E-PAWN stock that were unaccounted for. Dr. Vaughn Dabbs conspired with Dr. Thomas Bolera and others and engaged in a pattern of illegal insider trading of UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., common stock from which restrictive legends had been illegally removed, all to the financial benefit of Dr. Vaughn Dabbs and to the financial harm and detriment of the Plaintiffs and other UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

17)              Dr. David Legere is of legal age and was a Director of Wasatch International Corporation (now UBUY f/k/a E-PAWN) and an associate of Dr. Thomas Bolera and Dr. Vaughn Dabbs. Dr. David Legere was an insider, affiliate and a responsible party to see that all required financial disclosure statements were properly prepared and filed by Wasatch (now UBUY f/k/a E-PAWN). Dr. David Legere knowingly or recklessly failed to cause the timely filing of required financial statements with the appropriate regulatory authorities and report that there were 10 million shares of E-PAWN stock unaccounted for. Dr. David Legere conspired with Dr. Thomas Bolera, Dr. Vaughn Dabbs and others and engaged in a pattern of illegal insider trading of UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., common stock from which restrictive legends had been illegally removed, all to the financial benefit of Dr. David Legere and to the financial harm and detriment of the Plaintiffs and other UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders.

18)              Tina Alexander is of legal age and a resident of Houston, Texas.  Tina Alexander was engaged in the business of financial public relations and stock promotion.  Tina Alexander knowingly or recklessly aided and abetted the dissemination of hyped press releases through “Spam” E-mails and misleading press releases concerning E-PAWN to be disseminated to the public and was a part of the conspiracy to defraud the Plaintiffs and all of the E-PAWN shareholders.  She was also involved in the commercial bribery as alleged in this Complaint. The Press Releases were issued on the basis of contracts and agreements which were entered into between E-PAWN and others seeking to be acquired by E-PAWN.  However, unknown to the Plaintiffs and known only to certain of the Defendants including Bolera, Pope, Alexander, the GLADSTONE’S and the GREYLING’S, none of the proposed acquisition agreements except for the Homes Realty Acquisition which was initially funded by BAZSULY were ever going to be finalized, except for the E-PAWN reverse merger, since the source of the funding and the ability to complete the acquisitions was solely dependent on some of the Defendants causing conditions precedent to be satisfied, none of which ever happened or could have happened due to the false and misleading statements being published by certain of the Defendants and the publication of proposed acquisitions by E-PAWN which were impossible of performance by E-PAWN in the absence of funding which was to be provided to E-PAWN by certain of the Defendants, frauds which were being perpetrated by Defendants including Bolera, Pope, Alexander, the GLADSTONE’S and the GREYLING’S.  None of these facts were ever disclosed to the public.

19)              Rodona Garst is of legal age and a resident of Houston, Texas. Rodona Garst was engaged in the business of financial public relations and stock promotion. Rodona Garst knowingly or recklessly aided and abetted the dissemination of hyped press releases through the issuance of approximately 27 million “Spam” E-mails concerning E-PAWN to be disseminated to the public and was part of the conspiracy to defraud the Plaintiffs and all of the E-PAWN shareholders. Rodona Garst received approximately $225,000 in cash as payment for the “Spam” E-mail. She was also involved in the commercial bribery as alleged in this complaint.

20)              Mark Rice is of legal age and a resident of Houston, Texas. Mark Rice is an associate of Rodona Garst and was engaged in the business of financial public relations and stock promotion. Mark Rice knowingly or recklessly aided and abetted the dissemination of hyped press releases through the issuance of approximately 27 million “Spam” E-mails concerning E-PAWN to be disseminated to the public and was part of the conspiracy to defraud the Plaintiffs and all of the E-PAWN shareholders. He was also involved in the commercial bribery as alleged in this complaint.

21)              Shary Valentine is of legal age and a resident of Houston, Texas. Shary Valentine is an associate of Rodona Garst and Mark Rice and was engaged in the business of financial public relations and stock promotion. Shary Valentine knowingly or recklessly aided and abetted the dissemination of hyped press releases through the issuance of approximately 27 million “Spam” E-mails concerning E-PAWN to be disseminated to the public and was part of the conspiracy to defraud the Plaintiffs and all of the E-PAWN shareholders. She was also involved in the commercial bribery as alleged in this complaint.

22)              Jeffrey Pokross is of legal age and, upon information and belief a resident of New York, New York.  Jeffrey Pokross knowingly or recklessly was engaged in a scheme to manipulate the price of E-PAWN common stock and to engage in commercial bribery as it relates to the sale and distribution of E-PAWN common stock.  Jeffrey Pokross, at the time of his alleged illegal activities as it relates to E-PAWN was also a cooperating witness with the United States Justice Department in order to ensnare allegedly crooked individuals who were engaged in the business of manipulating public company securities.  At the time of the activities affecting E-PAWN, which are the basis for this Complaint, Jeffrey Pokross was under a permanent disbarment order from association with any NASD member in any capacity.  Jeffrey Pokross was placed in a position of association with an alleged NASD Member firm named DMN Capital Investment, Inc. through actions of the NASD in cooperation with the United States Department of Justice.  Jeffrey Pokross, in his capacity of association with DMN Capital helped caused the losses sustained by the Plaintiffs and other shareholders of E-PAWN through illegal stock trades, hyped press releases and commercial bribery involving UBUY Holdings, Inc. f/k/a E-PAWN.COM, Inc. The hyped press releases involved transactions and agreements with companies and individuals including, without limitation, Donald Williamson for and on behalf of himself and The Colonels, Inc., (NASDAQ “COLO”) now known as Sports Resorts International, Inc., WCM Capital, Inc., and Von Batsel who was the managing director of a Chinese time share program that was introduced to E-PAWN by the GREYLING’S.  All of these proposed transactions were a part of the GLADSTONE/GREYLING engineered “PUMP AND DUMP” scheme.

23)              FIRST LEVEL CAPITAL INC. now known as VFinance, Inc. is a corporation operating in Boca Raton, Florida within the Southern District of Florida and elsewhere throughout the world and is engaged in the securities business.  Under rules and regulations of the various United States and worldwide securities exchanges and the National Association of Securities Dealers (NASD), FIRST LEVEL CAPITAL INC., was obligated to know its customers, perform certain due diligence on its customers as well as monitoring its customers trading activities and comply with the provisions of 15 U.S.C. §78i and §78t as well as all other United States Code Sections.  FIRST LEVEL CAPITAL INC. knowingly or recklessly failed to perform its required duties and allowed and assisted its customer, Defendants Richard and Laurie Doll Gladstone, to engage in illegal stock trading activities in E-PAWN common stock, including the removal of restrictive legends from restricted E-PAWN common stock, including engaging in multiple short sales, including short trading against restricted securities which is illegal in and of itself, the illegal short sale of approximately 700,000 shares of E-PAWN common stock during the period from March to May, 2000, transfers of securities between multiple accounts maintained by Richard and Laurie Doll Gladstone in violation of various rules and regulations of the securities industry and S.E.C. Rule 144, to which First Level Capital, Inc. was bound, and created an atmosphere through an absence of regulatory control and oversight, which allowed Richard Gladstone and Laurie Doll Gladstone to engage in illegal insider trading of E-PAWN common stock, including the trading of E-PAWN common stock from which restrictive legends were illegally removed.

FIRST LEVEL CAPITAL INC. N/K/A VFINANCE, INC, has violated S.E.C. Rule 144 together with 15 U.S.C. §78j, 78t, 78i, 77l, 77o, 78k and 78t-1 by engaging in the following prohibited activities with respect to the publicly traded securities of E-PAWN during the period from January 1, 2000 through June 14, 2000.

(A)  Allowing customers to sell or transfer in brokerage transactions, E-PAWN common stock that was restricted without lawfully complying with the Rules and Regulations of the S.E.C. and particularly with S.E.C. Rule 144 in the removal of such restrictive stock trading legends when the company was not then current in its filing requirements.

(B)  Manipulating the market price for E-PAWN common stock by allowing customers to engage in naked short sales, short sales against restricted securities, front running, and other manipulative schemes and devices.

(C)  Trading in E-PAWN securities while in possession of material non- public information.

(D)  Trading in E-PAWN securities during a period of time when E-PAWN was delinquent in its S.E.C. Filing Requirements and when there was no public information available about the financial condition of E-PAWN or the number of shares of E-PAWN common stock then available either to the general public, the brokerage firms and their individual brokers, E-PAWN’S accountants and financial advisors or the S.E.C.

(E)   Failure to notify either the S.E.C. or any recognized stock exchange of the financial delinquencies concerning E-PAWN common stock.

Due to the foregoing violations of law, rules and regulations, FIRST LEVEL CAPITAL INC. N/K/A VFINANCE, INC, is liable for damages and consequential damages, which have been suffered by the Plaintiffs. FIRST LEVEL CAPITAL INC. N/K/A VFINANCE, INC has also violated Florida Statute §517.301 and is liable to the Plaintiffs for rescission pursuant to Florida Statute §517.211.

24)              MARC N. SIEGEL is the registered principal of FIRST LEVEL SECURITIES, INC. and was charged by law with the responsibility of providing regulatory compliance by FIRST LEVEL SECURITIES, INC. MARC N. SIEGEL knowingly or recklessly failed to provide such regulatory compliance for and on behalf of FIRST LEVEL SECURITIES, INC., and was also an active participant in the conspiratorial fraud schemes which were being perpetrated during the January to June, 2000 time period when the E-PAWN fraud scheme was being carried out by all of the multiple defendants through repeated and multiple violations of S.E.C. Rule 144, and 15 U.S.C. §78i and §78t together with other United States and State of Florida law, rules and regulations.

25)              Andrew L. Pope is of legal age and is a resident located within the United States. Andrew L. Pope, with the assistance of Tina Alexander knowingly or recklessly participated in a scheme to defraud Plaintiffs and the E-PAWN shareholders by manipulating the market demand and price of E-PAWN common stock through, among other means, artificially generating retail purchases of E-PAWN stock by (1) paying undisclosed bribes to stock brokers to persuade those brokers to sell E-PAWN stock to their customers; and (2) causing the distribution of fraudulent bulk electronic mail (“E-mail”) that urged investors to purchase E-PAWN stock. Andrew L. Pope was paid for his illegal services by certain of the defendants named herein in order to create a phony and inflated market for those defendants and others to sell their stock in E-PAWN at inflated prices and with no regard to the true value of the E-PAWN stock.

26)              DMN Capital Investment, Inc. was a corporation, which at all times material to this Complaint maintained an office in New York, New York.  DMN Capital, Inc. was engaged in the securities business and is licensed by the National Association of Securities Dealers (NASD).  DMN Capital Investment, Inc. employed Jeffrey Pokross, an unlicensed individual and held Jeffrey Pokross out to the general public as a licensed securities broker.  Jeffrey Pokross was in fact operating as a confidential informant for the Federal Bureau of Investigation, and in such capacity used the offices of DMN Capital Investments, Inc. to entrap various individual and firms into committing illegal securities transactions involving E-PAWN common stock, including illegal stock promotion of E-PAWN common stock, commercial bribery, illegal insider trading, and improperly trading in shares of the restricted common stock of E-PAWN.  DMN Capital Investment, Inc. owed the Plaintiffs a duty to supervise the activities of its representative, Jeffrey Pokross.  DMN Capital Investment, Inc. knowingly or recklessly failed in its duty of supervision thereby causing monetary losses to the Plaintiffs and the other shareholders of E-PAWN common stock.

27)              LESLIE S. GREYLING is of legal age and is a resident of the United Kingdom.  At all times material to this Complaint, he was a person who exerted substantial influence and was in control of the corporation originally known as Wasatch International Corp. and subsequently, after the reverse merger, to E-PAWN.  By and through various companies which LESLIE S.GREYLING controlled together with his wife, Anne M. E. Greyling, including without limitation LaSalle Group, Ltd. and Swiss Arctic Traders, Ltd., the GREYLING’S controlled large amounts of E-PAWN common stock.  Leslie S. Greyling was an active participant in the frauds perpetrated by E-PAWN and, together with his wife, Anne M.E. Greyling illegally sold E-PAWN stock, either directly or indirectly, knowingly or recklessly, in violation of securities laws, rules and regulations, and also attempted to commit commercial bribery in connection with a “PUMP AND DUMP” scheme involving E-PAWN common stock.  LESLIE S. GREYLING was also associated with Richard Gladstone and Laurie Doll Gladstone and provided the GLADSTONE’S with common stock in E-PAWN, which the GLADSTONE’S then used in their illegal trading activities and for the purposes of bribing brokers to make an artificial market in E-PAWN common stock.  The GLADSTONE’S used some of the illegally gained profits from their criminal enterprise to fund the GREYLING’S personal and business cash flow needs. LESLIE S. GREYLING is currently under indictment in the United States District Court for the Southern District of New York for his involvement in the E-PAWN “PUMP and DUMP” scheme and is currently a fugitive from justice for failing to surrender to the United States authorities under an international arrest warrant that has been issued against him.

28)              ANNE M.E. GREYLING is of legal age and is a resident of the United Kingdom and was a Director of Wasatch International Corporation (now UBUY f/k/a E-PAWN) and Director of LaSalle Group Ltd. Anne Greyling was an insider and affiliate of the issuer and a responsible party to see that all required financial disclosure statements were properly prepared and filed by Wasatch (now UBUY f/k/a E-PAWN). Anne Greyling knowingly or recklessly failed to cause the timely filing of required financial statements with the appropriate regulatory authorities. Anne Greyling conspired and engaged in a pattern of illegal insider trading of UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., common stock from which restrictive legends had been illegally removed, all to the financial benefit of Anne Greyling, her family, friends, associates and to the financial harm and detriment of the Plaintiffs and other UBUY Holdings, Inc. f/k/a E-PAWN.com, Inc. shareholders. Anne M.E. Greyling, together with her husband, Leslie S. Greyling was an insider and affiliate in E-PAWN, operated the criminal enterprise, which defrauded the Plaintiffs and the other E-PAWN shareholders, controlled a large portion of the cash flow earned from the criminal enterprise and profited from the fraudulent schemes. She also, directly or indirectly controlled and secreted 10 million shares of E-PAWN common stock that were not accounted for on the financial records of E-PAWN.

29)                          SHAUN GREYLING is the son of Leslie S. Greyling and Anne M.E. Greyling, who is of legal age and a resident of the United Kingdom and the United States.  He was involved in the “PUMP AND DUMP” scheme of the GREYLING’S and the GLADSTONE’S and took orders from both Leslie Greyling and Anne M.E. Greyling to knowingly or recklessly commit securities fraud, commercial bribery and other illegal activity in furtherance of the enterprise and the conspiracy. On or about April 11, 2000 Shaun Greyling transferred 50,000 free trading shares of E-PAWN to the principals of Western States Transfer in the name of Diane Sagers, James L. Parker and others related to Sager and Parker. Among the many illegal transfers of E-PAWN stock, Shaun Greyling transferred 50,000 E-PAWN shares on or about April 6, 2000 to Inventive Industries, a company controlled by Eli Leibowitz, President and director of E-PAWN.  Shaun Greyling received a substantial amount of E-PAWN stock and was involved in illegally removing restrictive legends from such securities and selling them into the public marketplace as freely tradable shares in violation of applicable securities laws, rules and regulations.

30)              LaSalle Group, Ltd. is a Cayman Islands Corporation controlled by the GREYLING family, which received and sold massive amounts of Wasatch, a/k/a E-PAWN common stock and siphoned off the profits generated from such illegal activities to other GREYLING controlled companies. LaSalle Group, Ltd. earned substantial profits from their criminal enterprise.

31)             Swiss Arctic Traders, Ltd. is a Turks and Caicos corporation, which is controlled by the GREYLING’S.  Swiss Arctic Traders, Ltd. received 50,000,000 shares of E-PAWN common stock as a result of the reverse merger with E-PAWN, Inc.  Swiss Arctic Traders, Ltd. profited from the illegal activities of the GREYLING family in connection with the illegal “PUMP AND DUMP” scheme of the GREYLING’S and others.

32)              United Grocers Clearinghouse, Inc. is a New Jersey corporation, which is controlled by William C. Martucci, its President.  During the relevant periods of time involved in the conspiratorial acts to which the Plaintiffs became victims, United Grocers Clearinghouse, Inc., together with William C. Martucci, Joseph M. Laura, Gregory F. Matarrese and the law firm of Laura & Matarrese all collectively conspired with Richard and Laurie Doll Gladstone and Leslie S. Greyling and Anne M.E. Greyling to use the assets of United Grocers Clearinghouse, Inc. to obtain monies and other things of value from Plaintiff, UBUY Holdings, Inc. f/k/a E-PAWN by falsely representing to the Plaintiffs that they were prepared to have E-PAWN acquire all of the common stock and other assets of United Grocers Clearinghouse, Inc. in exchange for shares of E-PAWN common stock.  The genesis of the conspiracy was a secret agreement between the GREYLING’S, and Richard and Laurie Doll Gladstone with William C. Martucci, to allow all of the defendants, William C. Martucci, Joseph M. Laura, Gregory F. Matarrese and the law firm of Laura & Matarrese to financially benefit from the sale of E-PAWN common stock which was secretly held by Richard Gladstone and Laurie Doll Gladstone who were undisclosed principal shareholders of E-PAWN, said sale of E-PAWN common stock being illegal under the Insider Trading Rules and Rule 10 (b)(5) of the Securities Act. All of the Defendants, United Grocers Clearinghouse, Inc., William C. Martucci, Joseph M. Laura, Gregory F. Matarrese and the Law Firm of Laura & Matarrese acted recklessly and with scienter in the fraudulent nature of the transactions being engaged in by both the Gladstones and themselves and benefited financially from the proceeds of the conspiracy, all to the detriment and financial loss of the Plaintiffs and all of the other shareholders of E-PAWN common stock.

33)              William F. Martucci is a resident of New Jersey, is of legal age, and at all times relevant to the acts complained of in this Complaint was the President and person in control of United Grocers Clearinghouse, Inc. During all of the relevant times involved in this Complaint, William F. Martucci was a coconspirator together with Richard and Laurie Doll Gladstone to illegally steal monies and other things of value from E-PAWN and to profit from the illegal securities trading activities of Richard and Laurie Doll Gladstone.  William F. Martucci acting recklessly and with scienter in the fraudulent nature of the transactions did benefit financially from the fruit of the conspiracy to the detriment and financial loss of the Plaintiffs and the other E-PAWN shareholders.

34)              Joseph M. Laura is a resident of New York, is of legal age, and at all times relevant to the acts complained of in this Complaint was a partner of William F. Martucci in United Grocers Clearinghouse, Inc., WCM Capital Inc., Freebees, Inc., Shopper’s Online, Inc., as well as corporate counsel to United Grocers Clearinghouse, Inc. WCM Capital Inc., Freebees, Inc., Shopper’s Online, Inc. He was also a partner in the Law Firm of Laura and Matarrese, which law firm was acting as counsel to both William F. Martucci and United Grocers Clearing House, Inc. During all of the relevant times involved in this Complaint, Joseph M. Laura was a coconspirator together with Richard and Laurie Doll Gladstone and Leslie S. Greyling and Anne M.E. Greyling in illegally stealing monies and other things of value from E-PAWN and the general public and profiting from the illegal securities trading activities of Richard and Laurie Doll Gladstone.  Joseph M. Laura acting recklessly and with scienter and knowledge of the illegal activities being undertaken by the Gladstones and others did benefit financially from the fruits of the conspiracy to the detriment and financial loss of the Plaintiffs and the other E-PAWN shareholders.

35)              Gregory F. Matarrese is a resident of New York, is of legal age, and at all times relevant to the acts complained of in this Complaint was a partner of Joseph M. Laura in the Law Firm of Laura & Matarrese.  The Law Firm of Laura & Matarrese acted as general counsel to United Grocers Clearinghouse, Inc., WCM Capital Inc., Shopper’s Online, Inc. and Freebee’s, Inc. at all times relevant to the matters complained of in this Complaint.  During all of the relevant times involved in this Complaint, Gregory F. Matarrese was a coconspirator together with Joseph M. Laura and William F. Martucci together with Richard and Laurie Doll Gladstone and the GREYLING’S to illegally steal monies and other things of value from E-PAWN and the general public and to profit from the illegal securities trading activities of Richard and Laurie Doll Gladstone. Gregory F. Matarrese acting recklessly and with scienter and knowledge of the illegal activities being undertaken by the Gladstones and others did benefit financially from the fruits of the conspiracy to the detriment and financial loss of the Plaintiffs and the other E-PAWN shareholders.

36)              The Law Firm of Laura & Matarrese is a law partnership composed of Joseph M. Laura and Gregory F. Matarrese.  The law firm maintains offices in New York.  At all relevant times to the Complaint, the law firm of Laura & Matarrese acted as general counsel to William F. Martucci, W.C.M. Capital, Inc., United Grocers Clearinghouse, Inc., Shopper’s Online, Inc. and Freebees, Inc. In that capacity, the Law Firm prepared, reviewed and disseminated all of the contractual agreements which were used to facilitate and allow the individual defendants, Joseph M. Laura, William F. Martucci and Gregory F. Matarrese to engage in their conspiratorial activities as set forth elsewhere in this Complaint. The Law Firm of Laura & Matarrese, through their actions and association with Joseph M. Laura & Gregory F. Matarrese acting recklessly and with scienter and knowledge of the illegal transactions being undertaken by their clients benefited financially from the proceeds derived from the illegal conspiracies set forth elsewhere in this Complaint, all to the financial detriment of the Plaintiffs and the other E-PAWN shareholders.

37)              WCM CAPITAL, INC. is a publicly traded corporation with offices in New Jersey.  WCM Capital, Inc., at all relevant times was controlled by William F. Martucci.  During some of the times material to the allegations as contained in this complaint, WCM Capital, Inc. was under an agreement to be acquired by E-PAWN in exchange for E-PAWN stock which was to be issued to the shareholders of WCM Capital, Inc., including William F. Martucci and Joseph M. Laura.  E-PAWN made an advance payment against the acquisition contract in the amount of $100,000.00 and 2,000,000 restricted shares of E-PAWN which had a market value at that time of approximately $3,000,000, which sum of money and E-PAWN stock has never been returned to E-PAWN.  William F. Martucci and Joseph M. Laura borrowed approximately $1,100,000 from Richard Gladstone upon the representations from William F. Martucci and Joseph M. Laura that the control block of WCM Capital, Inc., had been used as collateral for a stock margin loan and that there was a call against the margin loan which needed to be met. Richard Gladstone loaned Martucci and Laura the $1,100,000 from funds they illegally obtained from illegal trading activities in E-PAWN common stock. WCM Capital, Inc. acted recklessly and with scienter and knowledge of the illegal transactions being undertaken by certain of the Defendants and benefited from such illegal transactions.

38)              Matthew Dollinger is an Attorney practicing law in the State of New York.  He is of legal age.  Matthew Dollinger, at all times relevant to this Complaint was acting as counsel to Richard and Laurie Doll Gladstone.  In that capacity, Matthew Dollinger placed certain funds representing the proceeds of illegal stock trading from stock trades made by Richard and Laurie Doll Gladstone in his and his firm’s trust account and disbursed those funds at the direction of Richard and Laurie Doll Gladstone.  Matthew Dollinger acted recklessly and either knew or should have known that the funds, which he was receiving and disbursing, were illegally obtained funds and that Matthew Dollinger, and his law firm, was engaging in money laundering when they facilitated the illegal use of the funds, which the GLADSTONE’S illegally obtained.  Some or all of the illegally obtained funds came from illegal stock trades involving E-PAWN common stock. Matthew Dollinger actively participated in the conspiracy to commit securities fraud and the other violations as alleged in this Complaint by attempting to use his position as an attorney to Richard and Laurie Doll Gladstone to assert attorney-client privilege with an accountant, Jack Levine, C.P.A. of North Miami Beach, Florida who was retained by Richard Gladstone to prepare the GLADSTONE’S tax returns, which were then delinquent and unfiled and were not filed for several years prior to January 1, 2000. Matthew Dollinger for and on behalf of both himself and his law firm wrote a letter to Jack Levine on May 18, 2000 advising that Jack Levine was now working for him in the preparation of the GLADSTONE’S tax returns for the several years that the GLADSTONE’S had failed to file federal income tax returns and that all of Jack Levine’s work product was thus protected by attorney-client privilege. These actions by Matthew Dollinger were undertaken by Matthew Dollinger with knowledge of falsity, were reckless and were designed to prevent the discovery of the frauds being perpetrated by the GLADSTONE’S and to cover up Matthew Dollinger and his law firm’s participation in such fraudulent activities and the conversion of some of the illegally obtained money from the GLADSTONE’S to both Matthew Dollinger and his law firm.

39)            Dollinger, Gonski and Grossman, is a Law Firm, which has a place of business in New York, New York.  Matthew Dollinger was a partner in the law firm.  The Law Firm’s Trust Accounts were utilized by the Law Firm to both pay their fees and to hide funds that were illegally obtained by their clients, Richard and Laurie Doll Gladstone.  They knowingly with knowledge of the falsity or recklessly became part of a money laundering conspiracy involving Richard and Laurie Doll Gladstone and other conspirators to hide the proceeds of illegal stock trades involving shares of the common stock of E-PAWN. They also further engaged in the conspiracy by attempting to invoke attorney-client privilege over the GLADSTONE accountant, Jack Levine in May, 2000 in order to protect and prevent the release of damaging financial records being prepared at the time by Jack Levine which, but for such deception, would have been required to be revealed by Jack Levine in carrying out his professional accounting responsibilities.  The Plaintiffs and all of the other E-PAWN shareholders have been damaged through the illegal actions of the Law Firm of Dollinger, Gonski and Grossman.

40)              Dr. CHARLES EDWARDS is of legal age and is a resident of Baltimore, Maryland.  At all times relevant to this Complaint, Dr. EDWARDS was an insider and affiliate, a member of the Wasatch Board of Directors and a majority shareholder of Wasatch (later E-PAWN).  Dr. EDWARDS, by and through his association with E-PAWN both as a member of the E-PAWN Board of Directors and a majority shareholder received 4,000,000 shares of E-PAWN common stock without adequate consideration and subsequently knowingly or recklessly was able to sell those shares illegally and in violation of the securities laws, rules and regulations, including S.E.C. Rule 144 for a substantial profit.  Such actions damaged the Plaintiffs and all of the other E-PAWN shareholders. Dr. Edwards also paid John B. Frohling, of the Law Firm of Frohling, Hudek & McCarthy an outstanding balance owed by Wasatch International Corporation for legal services of approximately $80,000 as an enticement to write a securities opinion letter to the transfer agent that the transfer agent could remove the restrictive legend from Dr. Edwards’s restricted E-PAWN stock. It was illegal for such restrictive legend to be removed because E-PAWN was delinquent at the time in its required reporting requirements and Dr. Edwards was to be treated as an insider subject to the insider trading rules. Dr. Edwards further failed to report on or make other public disclosure that there were 10 million E-PAWN shares that were unaccounted for on the E-PAWN books and records.

41)              BENEFICIAL TRUST, S.A. is a Swiss corporation having a usual place of business in Geneva, Switzerland.  BENEFICIAL TRUST S.A. was the Trustee for the GREYLING Family and became the repository of the funds illegally obtained by the GREYLING Family and others as a result of the fraudulent schemes of the GREYLING’S and others.  BENEFICIAL TRUST S.A. knowingly or recklessly became part of the money laundering conspiracy upon their receipt of the funds representing the proceeds of illegal stock trading activities of the GREYLING’S and others. BENEFICIAL TRUST, S.A. through their compliance officer, John E. Effinger published messages on the YAHOO message board attesting to the value of the E-PAWN stock in an attempt to influence the market value of such stock and to cause the price of such stock to rise so that both he, his family and associates and the GREYLING family could benefit financially from the increasing value of such stock. The message was placed on the Colonels International message board on April 19, 2000.

42)              ASSET INVESTMENT MANAGEMENT 1984 SA is a Swiss corporation which was controlled by Beneficial Trust, S.A. and was utilized knowingly or recklessly by Beneficial Trust, S.A. for the benefit of the GREYLING family to conceal and hide the proceeds of the illegal stock sales in E-PAWN common stock and otherwise to engage in laundering the proceeds of the illegal activities of the GREYLING family and to engage in acts of bribery as described elsewhere in this Complaint.

43)              JOHN E. EFFINGER is a resident and citizen of Switzerland who was the compliance officer in charge of compliance for BENEFICIAL TRUST, S.A. at all times material to this Complaint.  JOHN E. EFFINGER knowingly or recklessly failed to uncover the fraudulent nature of the GREYLING Family affairs as charged in this Complaint and actively participated in the fraud by publishing articles on the YAHOO message board praising and recommending an investment in E-PAWN in an attempt to cause the price of E-PAWN common stock to rise during the time periods involved in this Complaint and to engage in commercial bribery as alleged elsewhere in this Complaint.  As a result of the breach of duty by JOHN E. EFFINGER, significant amounts of funds illegally received by the GREYLING Family, the EFFINGER family and others of their business associates from the schemes alleged in this Complaint were funneled into BENEFICIAL TRUST, S.A. and then laundered for and on behalf of the GREYLING Family and such other participants in the scheme.

44)              VIOLA EFFINGER is a resident of Switzerland and was the in-house legal counsel of BENEFICIAL TRUST, S.A. and was the officer in charge of ensuring regulatory compliance by BENEFICIAL TRUST S.A. in the dealings with the GREYLING Family and its financial transactions.  VIOLA EFFINGER knowingly or recklessly failed to ensure regulatory compliance and to determine the source of the funding, which was being funneled into BENEFICIAL TRUST, S.A. by and through the efforts of the GREYLING Family and to engage in commercial bribery as alleged elsewhere in this Complaint.  As a result of such failures by VIOLA EFFINGER, the GREYLING Family, the Effinger family and others of their business associates were able to launder huge sums of illegally obtained money through BENEFICIAL TRUST, S.A. for and on behalf of the GREYLING Family and their various corporate entities, the Effinger family and their business associates.  VIOLA EFFINGER is liable to the Plaintiffs and all of the E-PAWN shareholders for her failure to ensure regulatory compliance in an amount of money to be determined by this Court.

45)              CHRISTOPHER M. MORRIS is of legal age and a resident of Switzerland and a citizen of the United Kingdom. CHRISTOPHER M. MORRIS during the relevant period was the Managing Director of ASSET INVESTMENT MANAGEMENT 1984 SA, a Swiss corporation which was controlled by Beneficial Trust, S.A. and was utilized by Beneficial Trust, S.A. for the benefit of the GREYLING family to conceal and hide the proceeds of the illegal stock sales in E-PAWN common stock and otherwise to engage in laundering the proceeds of the illegal activities of the GREYLING family and to engage in commercial bribery as alleged elsewhere in this Complaint. CHRISTOPHER M. MORRIS knowingly or recklessly failed to ensure regulatory compliance and to determine the source of the funding, which was being funneled into BENEFICIAL TRUST, S.A. by and through the efforts of the GREYLING Family.  As a result of such failures by CHRISTOPHER M. MORRIS, the GREYLING Family, the Effinger family and others of their friends and business associates were able to launder huge sums of illegally obtained money through BENEFICIAL TRUST, S.A. for and on behalf of the GREYLING Family, various corporate entities, the Effinger family, their friends and business associates.  CHRISTOPHER M. MORRIS is liable to the Plaintiffs and all of the E-PAWN shareholders for his failure to ensure regulatory compliance in an amount of money to be determined by this Court.

46)            DANIEL STAFFORD is of legal age and is the CEO of SAS Group of Companies and is the President of the HEDGELENDER CORPORATION.  One of the services provided by the SAS Group is stock based lending. On or about May 24, 2000 Daniel Stafford knowingly or recklessly posted a false and misleading message on the Raging Bull message board stating among other things, that “he concluded loans of 40% LTV on over 10.4 million shares of free-trading EPWN stock, now parked at Morgan Stanley.” Daniel Stafford’s false and misleading statements violated the meaning of the United States Securities laws, rules and regulations. Additionally, Daniel Stafford was required to file a Form 13D with the Securities and Exchange Commission as the 10.4 million shares constituted more than SEVEN PERCENT (7%) of the issued and outstanding shares of E-PAWN. Daniel Stafford failed to file such Form 13D as required. Daniel Stafford acted recklessly and with scienter and knowledge of the false representations made by him ands profited from such recklessness and false statements.

47)       SAS Group of Companies issued false and misleading statements knowingly or recklessly violating the meaning of the United States Securities laws, rules and regulations. Additionally, SAS Group of Companies and Daniel Stafford were required to and failed to file a Form 13D with the Securities and Exchange Commission as the 10.4 million shares constituted more than SEVEN PERCENT (7%) of the issued and outstanding shares of E-PAWN.

48)              Hedge Lender Corporation knowingly or recklessly issued false and misleading statements violating the meaning of the United States Securities laws, rules and regulations. Additionally, Hedge Lender Corporation, SAS Group of Companies and Daniel Stafford were required to file a Form 13D with the Securities and Exchange Commission as the 10.4 million shares constituted more than SEVEN PERCENT (7%) of the issued and outstanding shares of E-PAWN. Hedge Lender Corporation failed to file such Form 13D as required.

49)            CLINTON GREYLING is a resident of both the United Kingdom and Broward County, Florida and is the son of Leslie S. and Anne M.E. Greyling.  At all times material to this Complaint, CLINTON GREYLING was an officer and Director of both Wasatch International Corporation (now UBUY f/k/a E-PAWN) and LaSalle Group, Ltd. Clinton Greyling was an insider, affiliate of the issuer and a responsible party to see that all required financial disclosure statements were properly prepared and filed by Wasatch (now UBUY f/k/a E-PAWN). Clinton Greyling knowingly or recklessly failed to cause the timely filing of required financial statements with the appropriate regulatory authorities nor did he reveal that there were 10 million E-PAWN shares that were unaccounted for. Clinton Greyling conspired and engaged in a pattern of illegal insider trading of UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., common stock from which restrictive legends had been illegally removed, all to the financial benefit of Clinton Greyling, his family, friends, associates and to the financial harm and detriment of the Plaintiffs and other UBUY Holdings, Inc. f/k/a E-PAWN.com Inc., shareholders. Clinton Greyling was an active participant in all of the schemes to defraud as alleged in this Complaint, was a recipient of both restricted and freely tradable securities in E-PAWN, sold shares of E-PAWN common stock in the public marketplace in violation of S.E.C. Rule 144 and received funds which are the proceeds of the various illegal activities as detailed in this Complaint. Clinton Greyling acted recklessly and with scienter and knowledge of the frauds being perpetrated in the “PUMP and DUMP” scheme involving E-PAWN.

50)            CARIBBEAN INTERNATIONAL HOLDINGS, LTD., (“CARIBBEAN”) is a Cayman Islands corporation, which is controlled by the GREYLING family.  CARIBBEAN claimed to be the owner by either deed or contract to substantial land holdings throughout the Bahamas. CARIBBEAN entered into contractual arrangements with E-PAWN to transfer its CARIBBEAN land to the E-PAWN shareholders by spinning off CARIBBEAN as a special dividend to the E-PAWN shareholders. CARIBBEAN never owned the Bahamas land and the whole nature of the transaction was a fraud to inflate the value of E-PAWN’s market value so that the GREYLING Family and other of the E-PAWN insiders could sell their E-PAWN common stock either into the public markets or privately at grossly inflated prices, thereby benefiting the GREYLING family and others of the E-PAWN insiders to the detriment of the Plaintiffs and all of the E-PAWN shareholders.

51)              SPORTS RESORTS INTERNATIONAL, INC. f/k/a The Colonels International, Inc. (“SPRI”) (former symbol “COLO”) is a publicly traded corporation traded on the NASDAQ Small Cap Stock Exchange and is headquartered in Michigan. The Chairman and Majority Shareholder of SPRI, Donald J. Williamson, publicly announced that SPRI was to invest over five (5) years up to $110 million in E-PAWN during the time periods involved in the criminal and civil conspiracies which are the subject of this Complaint.  SPRI even went so far as to paint the name of E-PAWN on the COLO/SPRI corporate jet as an inducement to Steven Bazsuly to allow his private company to be involved in and reverse merger into Williamson’s public company COLO/SPRI.  SPRI, Williamson and the GREYLING’S had a close and personal business relationship and were constantly moving assets and paper transactions between themselves, making public announcements of proposed business transactions to the general public and creating an artificial demand for both SPRI public stock and other public stock in companies, including E-PAWN, in which they were all involved.  The purpose of these sham proposed transactions, which never occurred, was to create an illusion of a real business purpose for purposes of inducing buying of the public stock of companies such as E-PAWN and SPRI, which served to allow the various defendants named in this complaint and others to sell their E-PAWN and SPRI (then “COLO”) stock to unsuspecting investors for the enrichment of Williamson and the GREYLING’S among others and to the detriment of the Plaintiffs and all of the E-PAWN shareholders. Sports Resorts International, Inc. acted recklessly and with scienter and knowledge of the fraudulent representations and schemes being undertaken in connection with the “PUMP and DUMP” scheme and benefited financially from such illegal conduct.

52)              DONALD J. WILLIAMSON (“WILLIAMSON”) is of legal age and is a resident of both Michigan and Palm Beach, Florida. WILLIAMSON is the Chairman and majority shareholder together with his wife Patsy L. Williamson of SPRI (formerly “COLO”) and was the person in control of the activities of SPRI.  DONALD J. WILLIAMSON and PATSY L. WILLIAMSON, knowingly or recklessly acting in concert with the GREYLING’S and the GLADSTONE’S was an active participant in the fraudulent schemes that are all alleged in this Complaint.  As a result of the fraudulent and illegal activities of both WILLIAMSON’s, the Plaintiffs and all of the E-PAWN shareholders were damaged.

 53)      Patsy L. Williamson is the wife of Donald J. Williamson and is the majority shareholder in Sports Resorts International, Inc. (formerly The Colonels). Patsy L.  Williamson knowingly or recklessly aided and abetted her husband Donald J. Williamson in the various fraudulent schemes as detailed above to artificially inflate the value of both the COLO and EPWN stock holdings, which she owned and controlled to the financial detriment and harm to E-PAWN and all of its shareholders.

54)       John B.M. Frohling was a partner at all times material to this Complaint with the New Jersey Law Firm of Frohling, Hudek and McCarthy.  John Frohling was the securities lawyer for Wasatch International Corp.  He also was a shareholder in Wasatch.  John B.M. Frohling together with the Law Firm of Frohling, Hudek and McCarthy owed a duty of care to the Plaintiffs and all of the E-PAWN shareholders to see that E-PAWN fully complied with all applicable securities laws, rules and regulations. During the period from September, 1996 through June 15, 2000, John B.M. Frohling issued several securities opinions which became the basis for either the issuance of Wasatch (later E-PAWN) shares of stock in violation of the applicable securities laws, rules and regulations, and, in addition, issued legal opinions for and on behalf of both himself and his law firm which became the basis for removing restrictive legends from E-PAWN stock certificates, when in truth and in fact, such opinions were not authorized under the applicable securities laws, rules and regulations and were specifically prohibited from being issued since E-PAWN was delinquent in its required securities filings and thus prohibited by law from removing any restrictive legends from its publicly traded securities. As a result of the issuance of such legal opinions, several of the Defendants were able to secure freely tradable shares of E-PAWN common stock which were then converted into cash through the “pump and dump schemes” perpetrated by multiple of the Defendants.  John B.M. Frohling was also able to secure freely tradable shares of E-PAWN stock, which he later sold at a substantial profit.  John B.M. Frohling acted recklessly and with scienter and either knew or should have known of the illegal trading schemes being conducted by several of the E-PAWN officers and directors as well as several of the E-PAWN insiders and the fact that there were 10 million unaccounted for shares of E-PAWN common stock that never appeared on the books and records of E-PAWN.  John B.M. Frohling personally profited from such insider trading schemes.  As a result of the actions of John B.M. Frohling and his Law Firm of Frohling, Hudak and McCarthy, they are liable to the Plaintiffs and the other E-PAWN shareholders for damages in an amount to be determined.

55)       F. LEE BAILEY was an attorney at law practicing law in both the Commonwealth of Massachusetts and the State of Florida.  At all times material to this Complaint, F. LEE BAILEY was an attorney for Leslie S.Greyling, Anne M.E. Greyling and CARIBBEAN INTERNATIONAL HOLDINGS, LTD.  F. LEE BAILEY was also a business associate and advisor to Leslie S. Greyling and guided the GREYLING’S in their various business activities.  In exchange for the services, which F. LEE BAILEY was rendering to Leslie S. Greyling, the GREYLING’S directed over 600,000 E-PAWN shares be delivered to F. LEE BAILEY.  The shares of stock so delivered, although freely tradable on their face, should, at best, have been restricted securities.  F. LEE BAILEY sold such stock at an enormous personal profit.  F. LEE BAILEY acted recklessly and with scienter and knew or should have known of the illegal schemes being undertaken by the GREYLING’S as he had attended many meetings and discussions with the GREYLING’S in the Bahamas and that the nature of the compensation was tainted and subject to disgorgement under the Federal Money Laundering Statutes that amounted to a fraud on the market.  He was also a member of the general fraud conspiracy that is the subject matter of this Complaint. F. LEE BAILEY actively participated in a sham transaction involving the alleged distribution of CARIBBEAN INTERNATIONAL HOLDINGS, LTD. common stock to the E-PAWN shareholders as a dividend distribution.  At the time of this so called dividend distribution, CARIBBEAN INTERNATIONAL HOLDINGS, LTD. announced that they had acquired approximately 15,000 acres of prime oceanfront land in the Bahamas and that the land holdings would enhance the financial prospects of the E-PAWN shareholders.  Those announcements were false and fraudulent in that CARIBBEAN INTERNATIONAL HOLDINGS, LTD. never acquired the land in question; any representation to that fact was false and in fact the land in question was in probate litigation in the Bahamas and could not be sold or transferred to anyone.  F. LEE BAILEY knew or should have known these facts, which were ascertainable with a reasonable amount of due diligence.  F. LEE BAILEY knowingly or recklessly failed to perform that due diligence and was merely interested in seeing that E-PAWN stock rose in price so that he could reap huge profits from these public announcements. F. LEE BAILEY also falsely represented to a Federal District Court Judge in an unrelated proceeding that he did not possess any publicly traded stock in any other public company during a disgorgement proceeding. At that time he held E-PAWN common stock either directly or beneficially. He then proceeded to sell the E-PAWN common stock through RBC Dominion Securities and hid the proceeds of the sale overseas in foreign accounts. Those sales were hidden from both the Plaintiffs and the United States Government.

56)       Jones, Jensen & Company are certified public accountants who were charged with the responsibility of preparing and presenting certified audits for E-PAWN in a timely manner and ensuring accounting compliance with all applicable securities laws, rules and regulations.  Jones, Jensen & Company knowingly or recklessly failed to comply with applicable securities laws, rules and regulations in connection with their audit activities for E-PAWN and failed to report on the illegal stock trading activity that was occurring with E-PAWN common stock. Jones, Jensen & Co. failed to report on insider trading schemes being conducted with E-PAWN common stock and was consistently late in the preparation and filing of all required Forms 10 KSB, 10 Q’s and other applicable financial disclosure documents. Jones, Jensen & Company also failed to properly and adequately account for all of the shares of stock of E-PAWN that were then issued and outstanding and never reported that there were 10 million shares of E-PAWN common stock that were missing and unaccounted for. Some or all of those shares were used by various of the Defendants in this action in perpetrating the “PUMP and DUMP” scheme.  As a result of the failure of Jones, Jensen & Co. to meet their professional responsibility to E-PAWN and its shareholders, the Plaintiffs and all of the E-PAWN shareholders have been damaged in an amount to be determined.

57)            BENEFICIAL TRUST S.A. is a Swiss corporation having a usual place of business in Geneva, Switzerland.  At all times material to this transaction, BENEFICIAL TRUST, S.A. acted as the Trustee for the GREYLING family together with the GREYLING controlled companies known as LaSalle Group, Ltd., and Swiss Arctic Traders, Ltd.  BENEFICIAL TRUST, S.A. held all of the assets for and on behalf of the GREYLING family and its business affairs and was directly involved in the illegal sale of E-PAWN stock together with being the depository or controlling the depository for the fraudulently obtained funds. They acted recklessly and with scienter and  knew or should have known of the illegal nature of the transactions that they were handling for the GREYLING family.  As a result of their complicity in the illegal activities of their client, the GREYLING family, BENEFICIAL TRUST, S.A. is liable to the Plaintiffs and all of the E-PAWN shareholders for all of the damages suffered as a result of the fraudulent schemes carried out by the GREYLING’S.

58)       JOHN E. EFFINGER is of legal age and is a resident and citizen of Switzerland.  JOHN E. EFFINGER was the due diligence officer of BENEFICIAL TRUST, S.A. and was responsible for knowing the nature of the GREYLING family business affairs.  JOHN E. EFFINGER knowingly or recklessly failed to uncover the fraudulent nature of the securities schemes, which were undertaken by the GREYLING’S involving E-PAWN common stock.  As a result of JOHN E. EFFINGER’S failure to use reasonable care to insure that the funds being generated by and through the efforts of both the GREYLING family and BENEFICIAL TRUST, S.A. were good clean funds and not of criminal origin. JOHN E. EFFINGER is liable to the Plaintiffs and all of the E-PAWN shareholders for all loss and damage suffered as a result of the illegal schemes of the GREYLING’S and others. Additionally, on or about April 19, 2000 JOHN E. EFFINGER posted false and misleading messages on The Colonels International (now know as Sports Resorts International, Inc.) message board regarding E-PAWN.

59)       VIOLA EFFINGER is of legal age, is a resident and citizen of Switzerland, has a usual place of business in Geneva, Switzerland and is an attorney at law in Switzerland.  VIOLA EFFINGER was the in-house corporate counsel for BENEFICIAL TRUST, S.A., at all times material to the allegations in this Complaint.  VIOLA EFFINGER was charged with the duty of care to see that all of the transactions which the GREYLING family was directing through BENEFICIAL TRUST S.A. were legal and that any and all funds that were being placed into the care, custody and control of BENEFICIAL TRUST, S.A. were good clean funds from non-criminal origin. VIOLA EFFINGER knowingly or recklessly failed to exercise such a duty of care.  As a result of her failure, the GREYLING family was able to funnel large amounts of funds of criminal origin through the offices of BENEFICIAL TRUST, S.A.  VIOLA EFFINGER is liable to the Plaintiffs and all of the E-PAWN shareholders for all losses sustained by them as a result of the illegal activities of the GREYLING family.

60)            FELDMAN is a professional corporation engaged in the business of auditing publicly traded corporations.  FELDMAN were the Certified Public Accountants for E-PAWN at all times material to this Complaint.  FELDMAN was charged with the responsibility of ensuring that the books and records of E-PAWN properly presented all required financial data in a timely manner and to see that such financial presentation was presented to the S.E.C. and NASD in a proper and timely manner as required by law.  FELDMAN knowingly or recklessly failed to properly audit the books and records of E-PAWN, failed to present their audits in a timely manner and failed to uncover the massive securities fraud that was being perpetrated on E-PAWN and its shareholders by many of the Defendants named in this Complaint and others as yet unknown to the Plaintiffs.  As a result of FELDMAN’S failure to properly perform their audit and presentation functions in a timely and professional manner, the conspiracy against E-PAWN was allowed to flourish without any oversight and the Plaintiffs and all E-PAWN shareholders have been damaged in an amount to be determined. 

THE SCHEMES TO DEFRAUD

61)       From in or about January, 2000 through in or about June, 2000, the Defendants, Richard Gladstone Laurie Doll Gladstone, Laura Holm, English, McCaughan & O’Bryan, P.A., Western States Transfer & Register, Inc., Richard Parker, Diane Sagers, Jones Jensen & Company, Feldman, Sherb Horowitz & Co., P.C., Dr. Thomas Bolera, Joseph Logan, Jr., Dr. Vaughn Dabbs, Dr. David Legere, Tina Alexander, Jeffrey Pokross, Andrew L. Pope, DMN Capital Investment, Inc., Leslie S. Greyling, Anne M.E. Greyling, LaSalle Group, Ltd., Swiss Arctic Traders, Ltd., United Grocers Clearinghouse, Inc., Shoppers Online, Inc., Freebees, Inc., William C. Martucci, Joseph M. Laura, Gregory F. Matarrese, Laura & Materrese, WCM Capital, Inc., Matthew Dollinger, Dollinger, Gonski & Grossman, John B.M. Frohling, Frohling, Hudek & McCarthy, Dr. Charles Edwards, Beneficial Trust, S.A., John E. Effinger, Viola Effinger, Eli Liebowitz, Christopher Morris, Shaun Greyling, Clinton Greyling, Donald J. Williamson, Patsy L. Williamson, Mark Rice, Rodona Garst, Shary Valentine, Daniel Stafford, and Trina O. Van Daam,  Asset Investment Management 1984 SA, First Level Capital Inc., n/k/a vFinance, Inc., Marc N. Siegel, F. Lee Bailey, Caribbean International Holdings, Ltd., Sports Resorts International, Inc., Chilnom Limited, Callenders & Company, SAS Group Funding, Hedgelender Corporation, Marcum & Kliegman LLP, together with other conspirators known and unknown, knowingly, recklessly and with scienter as to the false and fraudulent representations and actions being undertaken by some or all of the participants, acting either alone or in concert with others of the participants, participated in a scheme to defraud investors in the common stock of E-PAWN by manipulating the market demand and price of that stock through, among other means, artificially generating retail purchases of E-PAWN stock by (1) paying undisclosed bribes to stock brokers to persuade those brokers to sell E-PAWN stock to their customers, (2) causing the distribution of fraudulent bulk electronic mail (“email) that urged investors to purchase E-PAWN stock; (3) illegally causing restrictive legends to be removed from shares of common stock that were not then eligible to have their restrictive legends removed and thus allowing those shares of stock to be illegally placed into the public trading market; (4) engaging in illegal insider trading of E-PAWN common stock; (5) trading shares of E-PAWN common stock based on inside information that was not then known to the general public; (6) engaging in a massive campaign to tout E-PAWN stock through internet chat rooms and other electronic media so that an artificial price was created for E-PAWN shares of common stock; (7) failing to file required financial disclosure concerning the financial condition of E-PAWN and failing to reveal either the number of shares of E-PAWN common stock that were issued and outstanding, and issued, outstanding unrestricted and tradable as required by law; (8) selling shares of E-PAWN common stock into the illegally created market at grossly inflated prices, thereby generating huge cash profits to the defendants to the financial detriment of the Plaintiffs and the other E-PAWN shareholders and (9) engaging in a “PUMP and DUMP” scheme involving the pre-positioning of large blocks of E-PAWN common stock so that the promoters could then apply to have the restrictive stock legends removed from such shares and thereby allowing those shares to be sold into the public market at a time and place of the promoters choosing after the promoters had primed the market to cause unsuspecting members of the general public to seek and purchase those shares at grossly inflated prices..

62)       On or about January 2000, Defendant, Dr. Thomas Bolera, hired Defendant, Tina Alexander, to generate artificial retail demand for the common stock of E-PAWN in order to increase the market price of the stock. BOLERA advised ALEXANDER that BOLERA intended to sell approximately 1.5 million shares of E-PAWN stock at the inflated price.  BOLERA agreed to pay ALEXANDER Twenty-Five (25%) percent of BOLERA’S profits from the sale of that stock.  At that time, BOLERA was an affiliate of E-PAWN and was an insider.  Thus, any sales of E-PAWN common stock would be illegal sales under the United States securities laws, rules and regulations.

63)       On or about January 2000, LESLIE GREYLING, ANNE GREYLING, Dr. THOMAS BOLERA and ELI LIEBOWITZ hired TINA ALEXANDER to generate artificial retail demand for the common stock of E-PAWN in order to increase the price of the stock. The GREYLING’S transferred 250,000 shares of E-PAWN stock from LaSalle Group Ltd. to Sunbridge Assets Limited, another GREYLING controlled company, and then from Sunbridge Assets Limited to ALEXANDER as payment for the “Spam” E-mail campaign. The 250,000 shares of E-PAWN stock, registered in the name of Sunbridge Assets Limited, were then transferred on 5/12/00 to Laurie Doll Gladstone, of which 180,000 E-PAWN shares were then issued to Benelux Holdings Ltd. Incorporated, an ALEXANDER controlled company. The remaining balance of 70,000 E-PAWN shares was issued to Andrew Pope on the same date. The GREYLING’S subsequently agreed to transfer an additional 250,000 shares of E-PAWN stock to ALEXANDER if she were able to cause the price of E-PAWN stock to increase over $8 per share.

64)       In furtherance of this scheme, from on or about February 28, 2000 through in or about early March 2000, TINA ALEXANDER caused ANDREW POPE to send fraudulent bulk e-mails to promote E-PAWN stock.  ALEXANDER agreed to pay POPE fifty percent (50%) of the proceeds she received from THOMAS BOLERA, and a portion of the E-PAWN shares she received from LESLIE GREYLING, ANNE GREYLING, RICHARD GLADSTONE and LAURIE DOLL GLADSTONE.

65)       The e-mails ANDREW POPE disseminated were fraudulent in that the e-mails: (a) set forth a baseless “target price” for E-PAWN stock; (b) made it appear that the entity sending the emails was not compensated for doing so, stating that the sender received no compensation from E-PAWN, “but is merely passing on to you what is believed to be a very good investment!” when in truth and in fact the sender was being compensated by LESLIE GREYLING and ANNE GREYLING, who beneficially, together with RICHARD GLADSTONE and LAURIE DOLL GLADSTONE owned approximately 50% of E-PAWN and controlled its affairs, DR. THOMAS BOLERA and TINA ALEXANDER; and (c) did not disclose that the purpose of the e-mails was artificially to increase the market demand for and price of the stock so that large shareholders, namely GREYLING’S, the GLADSTONE’S and BOLERA, among others, could sell their stock at a profit.  In fact, the GREYLING’S, GLADSTONE’S and BOLERA made a profit as a result of these fraudulent activities that is, based upon reliable information and evidence to be in excess of $20 million. The GREYLING’S placed 16 million shares of E-PAWN stock as a down payment for a 175 foot Mega yacht known as “The Thunder” with Chilnom, Ltd., a Jersey corporation. The Attorney’s that handled the transaction on behalf of Chilnom, Ltd. was Callenders & Company which is located in Nassau, Bahamas. By virtue of this transaction, Chilnom, Ltd. became the owners of over ten percent of the then outstanding common stock in E-PAWN and became control persons under the Securities laws of the United States.  Chilnom was thus required to file a Form 13 (d) with the United States Securities and Exchange Commission.  Neither Chilnom nor their attorneys, Callenders & Company filed such a report.  As a result of their failure to file such a report, there was a material omission in disclosure to both then current and future E-PAWN stock buyers, which resulted in financial loss to the E-PAWN shareholders. The GREYLING’S also failed to file a Form 13D with the Securities and Exchange Commission regarding this transaction.

66)       From the time the dissemination of the emails began on or about February 28, 2000, through on or about March 9, 2000, E-PAWN stock increased in price from approximately $1.21 per share to over $9.00 per share.  During that time, THOMAS BOLERA and members of his family sold a total of over 1.2 million shares for approximately $4 million.  BOLERA advised TINA ALEXANDER that he was unable to pay ALEXANDER the full amount to which he had agreed, and they agreed that BOLERA would first pay ANDREW POPE $345,350, which BOLERA did on or about March 17, 2000.  BOLERA also caused approximately $165,350 to be paid to ALEXANDER on or about March 20, 2000.

67)       As of April 5, 2000, ANNE GREYLING and LESLIE GREYLING had not yet transferred the 250,000 shares of E-PAWN stock to TINA ALEXANDER, as promised.  On or about that date, ALEXANDER asked JEFFREY POKROSS to assist her in receiving payment of the 250,000 shares from the GREYLING’S.  ALEXANDER and POKROSS discussed artificially generating additional retail demand for the common stock of E-PAWN as a means to cause the GREYLING’S to transfer the 250,000 shares to ALEXANDER. The shares were subsequently issued on or about May 11, 2000 to ALEXANDER and ANDREW POPE from the account of LAURIE DOLL GLADSTONE and with the approval of   RICHARD GLADSTONE and the assistance of Laura Holm and English, McCaughan & O’Bryan.

On or about April 11, 2000, TINA ALEXANDER and ELI LIEBOWITZ met with JEFFREY POKROSS in New York, New York and discussed POKROSS ability to create demand for approximately four million shares of E-PAWN common stock.  At that meeting, POKROSS explained to LIEBOWITZ and ALEXANDER that he would generate the proposed demand for E-PAWN stock by paying extraordinary, undisclosed compensation to brokers and by paying Internet message boards to tout E-PAWN stock to their readers, in exchange for a large amount of E-PAWN stock transferred to POKROSS.

On or about May 4, 2000, ANNE GREYLING and LESLIE GREYLING caused one million shares of restricted common stock in E-PAWN to be transferred from SWISS ARCTIC TRADERS LTD to MARGAUX S.A., INC. a company controlled by JEFFREY POKROSS in New York, New York, as payment for the retail buying in E-PAWN stock anticipated as a result of the POKROSS efforts.

68)       On or about May 11, 2000, ANNE GREYLING and LESLIE GREYLING caused 250,000 shares of stock in E-PAWN to be transferred from an account controlled by the GREYLING’S in the name of SUNBRIDGE ASSETS LIMITED to an account in the name of LAURIE DOLL GLADSTONE. On May 12, 2000, 180,000 E-PAWN shares were issued to BENELUX HOLDINGS LTD, a company controlled by TINA ALEXANDER and the balance of 70,000 E-PAWN shares were transferred to ANDREW POPE.

69)       On or about May 30, 2000, LESLIE GREYLING spoke by telephone with JEFFREY POKROSS.  POKROSS explained to GREYLING that POKROSS would promote the sale of E-PAWN stock by paying extraordinary, undisclosed compensation (bribes) to brokers to cause them to sell E-PAWN stock to their customers.

70)       The corporate history of E-PAWN shows that E-PAWN was formerly known as Java, Inc. and then Wasatch International Corp. before becoming E-PAWN in a reverse stock merger, which was effectuated in early 2000. LESLIE and ANNE M.E. GREYLING and RICHARD and LAURIE DOLL GLADSTONE obtained control of the company, then known as Wasatch International Corp. on or about September 25, 1996.  At that time, there were 2,979,020 shares of stock of Wasatch issued and outstanding.  On September 25, 1996, GREYLING’S and the GLADSTONE’S caused 25,000,000 shares of Wasatch stock to be issued from treasury to two companies known as Luc-lun Enterprises and LaSalle Group, Ltd., companies controlled either directly or beneficially by both GREYLING and the GLADSTONE’S.  In addition, after acquiring control of Wasatch, The GREYLING’S and GLADSTONE’S caused Wasatch to issue an additional 20,744,800 shares of Wasatch common stock to either themselves, associates, affiliates or others including among others 200,000 shares to Richard Gladstone on November 12, 1996, 300,000 shares to John B.M. Frohling on November 12, 1996, 180,000 shares to Wallace Giakis, Thomas, Joseph Logan, Eli Liebowitz, Mary Duncan, Grandia and Gunderson on January 16, 1997, 955,000 shares to Cons. Equity and LaSalle on February 14, 1997, 4,000,000 shares to Dr. Charles Edwards on February 18, 1997, 350,000 shares to LaSalle Group, Ltd. On February 19, 1997, 193,800 shares to LaSalle Group, Ltd. On February 21, 1997, 400,000 shares to Daniel Boyar, a GREYLING attorney and associate on May 2, 1997, 546,000 shares to GLADSTONE, Edwards and Kaloustian on June 5, 1997, 500,000 shares to Joe Logan, Jr. on May 2, 1997, 100,000 shares to Richard Gladstone on July 14, 1997 and 10,000,000 shares to LaSalle Group, Ltd. on February 3, 2000.  E-PAWN was acquired in a reverse merger on March 14, 2000 through the issuance of 100,000,000 shares split equally between Fortuna Holdings, a company controlled by Bazsuly and Swiss Arctic Traders, Ltd., another GREYLING/GLADSTONE controlled company.

71)       As a result of all of the foregoing activity of issuing massive amounts of stock in Wasatch/now E-PAWN, the GREYLING’S and the GLADSTONE’S had primed the pump to be in a position, when the right target came along to operate a “PUMP AND DUMP” scheme to illegally sell massive amounts of stock in an artificially created market for the benefit of the multiple defendants in this case, and to the detriment and financial loss of the Plaintiffs and all other UBUY shareholders who bought or otherwise acquired stock in E-PAWN in the belief that the markets were operating in accordance with all of the laws, rules and regulations governing the securities industry. During the period from January 1, 2000 through June 14, 2000, Defendants, RICHARD GLADSTONE, LAURI DOLL GLADSTONE, ELI LIEBOWITZ, DR. THOMAS BOLERA, JOSEPH LOGAN, JR., DR. VAUGHN DABBS, DR. DAVID LEGERE, TINA ALEXANDER, ANDREW POPE, JEFFREY POKROSS, DR. CHARLES EDWARDS, JOHN B.M. FROHLING, LESLIE GREYLING, ANNE M.E. GREYLING, and others currently unknown to the Plaintiffs engaged in illegal trading in E-PAWN common stock and made large amounts of money, as a result of their illegal trading activities.

72)       Richard and Laurie Doll Gladstone utilized multiple brokerage accounts at approximately 21 separate brokerage firms to hide their illegal stock trading activities.  Some of those accounts were maintained at MERRILL LYNCH & CO., INC., SOUTHWEST SECURITIES, INC., and PACIFIC INTERNATIONAL SECURITIES, INC.  Richard and Laurie Doll Gladstone were able to avoid detection of their illegal stock trading activities and stock manipulation from regulatory agencies through the use of these and other multiple brokerage accounts and by engaging the services of Attorney Matthew Dollinger and his law firm of Dollinger, Gonski and Grossman. The law firm asserted attorney/client privilege over the activities of the GLADSTONE’S accountant, Jack Levine of North Miami Beach, Florida who was then in the process of preparing and filing the GLADSTONE’S Federal Income Tax Returns from 1996 through 2000. This assertion at that time of attorney/client privilege was to prevent the disclosure of the frauds being perpetrated by the GLADSTONE’S and others and to insulate Jack Levine from being named as a co-conspirator in the frauds.  The brokerage firms named above, together with other brokerage firms utilized by the Defendant, GLADSTONE’S, failed to follow the rules and regulations of the securities governing agencies by failing to follow the rule of  “knowing your customer” and failed to monitor their customer’s accounts, including inquiring into the source of multiple transfers of securities between various accounts.  The GLADSTONE’S were constant “short sellers” of E-PAWN securities during the period from January 2000 through June 15, 2000, while being “insiders” and “affiliates” under the federal securities laws, rules and regulations.  As a result of the illegal stock trading activities of the GLADSTONE’S, aided and abetted by various brokerage firms identified as John Doe and Jane Doe, the Plaintiffs and all other E-PAWN shareholders suffered damages in an amount to be determined by a jury.

73)       At all times material to this Complaint, the Law Firm of ENGLISH, McCAUGHAN & O’BRYAN, P.A., (“ENGLISH”) together with their employee and/or associate, Laura Holm (“HOLM”) acted as securities counsel to Richard Gladstone and Laurie Doll Gladstone.  In the capacity of securities counsel to the GLADSTONE’S, ENGLISH and HOLM were charged with the responsibility of ensuring that the GLADSTONE’S fully complied with all applicable securities laws, rules and regulations.  ENGLISH and HOLM failed to ensure that the GLADSTONE’S fully complied with all applicable securities laws, rules and regulations and actually participated in the violation of such securities laws, rules and regulations by seeking and receiving various opinions of counsel to free up for trading certain shares of E-PAWN stock which were then and there subject to various restrictive legends so that the GLADSTONE’S could trade those securities in the public marketplace, and/or cover illegal short sales that the GLADSTONE’S had previously made in E-PAWN stock.   In addition, the law firm of English, McCaughan & O’Bryan and Laura Holm acted as securities counsel for Richard and Laurie Doll Gladstone in several other public company “Pump and Dump” schemes involving both Richard and Laurie Doll Gladstone for the period from 1996 through 2000.  English, McCaughan & O’Bryan and Laura Holm either acted recklessly and knew or should have known that Richard Gladstone had been banned from the securities industry by the NASD in 1992 and knew or should have known that their clients Richard and Laurie Doll Gladstone were engaging in multiple “Pump and Dump” schemes involving several micro cap companies and that the Gladstones were utilizing the legal services of English. McCaughan & O’Bryan and more particularly their securities attorney, Laura Holm, to lend credibility to their illegal stock trading activities, including but not limited to the removal of restrictive legends from restricted securities which were not then eligible to have such restrictive legends removed, illegal insider trading in securities of the various micro cap companies, illegal short selling against restricted securities and uncovered short sales and illegal market manipulation in the various micro cap issues in which the Gladstones took financial positions.  As a result of the actions of both ENGLISH and HOLM, the Plaintiffs and all other E-PAWN shareholders suffered monetary losses and are entitled to recover for such losses from the Defendants, ENGLISH and HOLM in an amount to be determined.

74)       At all times from January, 2000 through June 14, 2000, RICHARD and LAURIE DOLL GLADSTONE engaged in a separate conspiracy with WILLIAM C. MARTUCCI, JOSEPH M. LAURA, GREGORY F. MATARRESE and the Law Firm of LAURA & MATARRESE to utilize the GLADSTONE AND GREYLING’S position as major shareholders with E-PAWN to cause E-PAWN to enter into a contract with WILLIAM C. MARTUCCI whereby E-PAWN would eventually acquire all of the common stock in 4 corporations owned and/or controlled by MARTUCCI and LAURA and known as WCM CAPITAL INC., UNITED GROCERS ONLINE INC., SHOPPER’S ONLINE, INC. and FREEBEES, INC. All of the contract work for those transactions was to be handled through the Law Offices of LAURA & MATARRESE.  Unknown to the Plaintiffs at the time, the GREYLING’S, GLADSTONE’S, WILLIAM MARTUCCI and JOSEPH M. LAURA had no intention of closing on those series of transactions, but merely to cause E-PAWN to make public announcements of the proposed transactions in an attempt by the GLADSTONE’S to cause an increase in the market value of their E-PAWN holdings, so that they could continue to sell their E-PAWN stock at grossly inflated prices.  As a further part of the transactions, E-PAWN was to pay SHOPPER’S ONLINE, INC. and FREEBEES, INC., a deposit of $100,000.00 and 2,000,000 restricted shares on the execution of the Contract. E-PAWN signed the contract in good faith and wire transferred $100,000.00 to the Law Firm of LAURA & MATARRESE trust account and delivered as part of the bargain 2,000,000 restricted shares of E-PAWN to WILLIAM MARTUCCI that had a market value in excess of $3,000,000.  However, MARTUCCI, LAURA, UNITED GROCERS ONLINE, INC., WCM CAPITAL INC., SHOPPER’S ONLINE, INC. and FREEBEES, INC. cancelled the contract, refused to perform and refused to refund the $100,000.00 deposit and the E-PAWN stock.  After the contract was unilaterally cancelled by MARTUCCI, LAURA, and the four corporations, the Plaintiffs learned that the GLADSTONE’S had loaned MARTUCCI and LAURA approximately $1.1 million and taken as collateral security for the loan all of the assets owned by both MARTUCCI and LAURA as well as the 2,000,000 shares of E-PAWN common stock as additional collateral for the loan.  The Plaintiffs further learned that the GLADSTONE’S had obtained the $1.1 million, which they loaned, to MARTUCCI and LAURA by and through the GLADSTONE’S illegal sale of E-PAWN stock at grossly inflated prices. 

75)            RICHARD and LAURIE DOLL GLADSTONE engaged the legal services of MATTHEW DOLLINGER and his Law Firm of DOLLINGER, GONSKI & GROSSMAN to represent the GLADSTONE’S in connection with various business matters during the period from 1996 through and including June 14, 2000.  During that period of time, MATTHEW DOLLINGER and his Law Firm of DOLLINGER, GONSKI & GROSSMAN were utilized to launder the proceeds of some of the money that the GLADSTONE’S were making from the illegal trading in and sale of E-PAWN common stock and to cover up the illegal activities by attempting to assert attorney/client privilege over the GLADSTONE’S accountant, Jack Levine of North Miami Beach, Florida who was then engaged in the preparation of GLADSTONE’S personal federal income tax returns for the years 1996 though 2000.  MATTHEW DOLLINGER and his Law Firm acted recklessly and either knew or should have known of the illegal nature of the GLADSTONE’S trading activities and the source of the funds, which were being deposited into the DOLLINGER, GONSKI & GROSSMAN Trust Account.  As a result of the failures by MATTHEW DOLLINGER and the Law Firm of DOLLINGER, GONSKI & GROSSMAN to ascertain the source of the illegally obtained funds and to cover up the fraud through the assertion of attorney/client privilege over the accounting activities of Jack Levine which would have revealed the fraud, both MATTHEW DOLLINGER and the Law Firm of DOLLINGER, GONSKI & GROSSMAN are jointly and severally liable for all damages sustained by the Plaintiffs and all of the E-PAWN shareholders. 

76)            WESTERN STATES TRANSFER & REGISTRAR, INC. and RICHARD PARKER, its President were the Transfer Agents for E-PAWN common stock from 1996 through June 15, 2000.  In such capacity, WESTERN STATES and its registered principal, RICHARD PARKER were charged with the duty of ensuring compliance with all applicable securities laws, rules and regulations and to further insure that the Company was in compliance with Rule 144 of the SEC.  WESTERN STATES and Richard Parker both jointly and severally knowingly or recklessly failed to comply with their statutory duty to insure compliance with all applicable securities laws, rules and regulations and failed to observe or report on suspicious activity involving the issuance of E-PAWN stock and the removal of restrictive legends from such certificates.  WESTERN STATES and RICHARD PARKER allowed restrictive legends to be removed from restricted certificates without proper due diligence and at a time when required regulatory filings were delinquent, and allowed certificates to become freely tradable for and on behalf of insiders and other corporate officers and directors.  WESTERN STATES and RICHARD PARKER failed to inquire into the relationship between shareholders of record of E-PAWN and corporations or others into whose name, certificates were issued or being issued.  RICHARD PARKER, DIANE SAGERS, his daughter, and others of their family, friends and associates also received, directly or indirectly, E-PAWN shares from LaSalle as a part of the entire “PUMP AND DUMP” scheme and sold some or all of those shares into the public marketplace at a considerable personal profit to themselves and others of their family, friends and associates. As a result of the failures of WESTERN STATES and RICHARD PARKER to ensure regulatory compliance of E-PAWN, and the acceptance of bribes paid to them and members of their families by some of the other defendants herein, the entire “PUMP AND DUMP” scheme was allowed to unfold with the resulting losses suffered by the Plaintiffs and all of the E-PAWN Shareholders.  WESTERN STATES, RICHARD PARKER and DIANE SAGERS are all jointly and severally liable for all losses sustained by the Plaintiffs and all of the E-PAWN shareholders.

77)       As a part of the overall conspiracy to defraud the Plaintiffs and all of the E-PAWN shareholders, there was a web of insider trading that made each “tipper” and “tippee” charged with not trading as long as there was information which was only available to them and not the general public. Some or all of the named Defendants in this Complaint were bound by limitation on market trades because they were statutory underwriters and therefore could not trade without a registration in effect for the securities to be traded. All of the trades made by certain of the Defendants which have been identified in this Complaint should have been registered, and there was no Rule 144 exemption available to any of them.  Each was a tippee and could not trade in the E-PAWN securities without it being a fraud on the market.  LESLIE GREYLING was invited to and did listen to each E-PAWN Board of Directors meeting and/or reviewed, together with his wife ANNE M.E. GREYLING and CLINTON GREYLING their son and other members of the GREYLING family, the minutes of the various meetings. He, his wife and their son and all members of his family together with their tippees were bound to forego any trading in E-PAWN securities.

78)       All of the Defendants who are named in this Complaint committed negligent acts against the Plaintiffs and all of the E-PAWN shareholders.  All of the Defendants had a duty to refrain from manipulating the market with regard to the trading of E-PAWN common stock in the marketplace and to comply with all applicable securities laws, rules and regulations.  As a result of the negligence of each of the Defendants, the entire E-PAWN “PUMP AND DUMP” scheme was able to be carried out by the Defendants, all to the financial harm to the Plaintiffs and all of the E-PAWN shareholders.

OBJECTS OF THE CONSPIRACY

The Plaintiffs re-allege Paragraphs 1 though 78 in their entirety as though fully set forth herein.

79)       It was a part and object of the Conspiracy by some or all of the Defendants to Commit Securities Fraud, Multiple Violations of Federal and State Securities Laws, State Securities Fraud, Common Law Fraud, Tortuous Interference with a Business Relationship, Tortuous Interference with an Economic Relationship, Commercial Bribery and negligence and that the Defendants, RICHARD GLADSTONE, LAURIE DOLL GLADSTONE, LAURA HOLM, ENGLISH, McCAUGHAN & O’BRYAN, P.A., WESTERN STATES TRANSFER & REGISTRAR, INC., RICHARD PARKER, DIANE SAGERS, ELI LIEBOWITZ, JONES, JENSEN & COMPANY, FELDMAN, SHERB HOROWITZ & CO., P.C. DR. THOMAS BOLERA, JOSEPH LOGAN, JR., DR. VAUGHN DABBS, DR. DAVID LEGERE, TINA ALEXANDER, JEFFREY POKROSS, ANDREW L. POPE, DMN CAPITAL INVESTMENT, INC., UNITED GROCERS CLEARINGHOUSE, INC., SHOPPER’S ONLINE, INC., FREEBEES, INC., WILLIAM C. MARTUCCI, JOSEPH M. LAURA, GREGORY F. MATARRESE, LAURA & MATARRESE, W.C.M. CAPITAL, INC., MATTHEW DOLLINGER, DOLLINGER, GONSKI & GROSSMAN, LESLIE S. GREYLING, ANNE M.E. GREYLING, LASALLE GROUP, LTD., SWISS ARCTIC TRADERS, LTD., BENEFICIAL TRUST, S.A., JOHN E. EFFINGER, VIOLA EFFINGER, JOHN B. FROHLING, FROHLING, HUDAK & McCARTHY, DR. CHARLES EDWARDS, FIRST LEVEL CAPITAL INC. now known as VFinance, Inc., MARC N. SIEGEL, ASSET INVESTMENT MANAGEMENT 1984 SA, SHAUN GREYLING, F.LEE BAILEY, CLINTON GREYLING, CARIBBEAN INTERNATIONAL HOLDINGS, LTD., SPORTS RESORTS INTERNATIONAL, INC., DONALD J. WILLIAMSON, PATSY J. WILLIAMSON, CHILNOM LIMITED, CALLENDERS & COMPANY, MARK RICE, RODONA GARST, SHARY VALENTINE, MARCUM & KLIEGMAN LLP, CHRISTOPHER MORRIS, SAS GROUP FUNDING, DANIEL STAFFORD, HEDGELENDER CORPORATION, JOHN DOES and JANE DOES, all co-conspirators, and others unknown to the Plaintiffs at this time, did unlawfully, willfully, recklessly and knowingly by the use of the means and instrumentalities of interstate commerce and of the mails, directly and indirectly, use and employ, in connection with the purchase and sale of securities, manipulative and deceptive devises and contrivances, in violation of Title 17, Code of Federal Regulations, §240.10b-5, by: (a) employing devices, schemes, and artifices to defraud: (b) making untrue statements of material facts and omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon persons and the market in connection with the purchase and sale of E-PAWN’s stock, all in violation of Title 15, United States Code, §78j(b) and 78ff.  The conspiracy commenced on September 25, 1996 and continued through and including June 14, 2000, with most of the illegal activity occurring between January 1, 2000 and June 14, 2000.  Most of the illegal activities was hidden from the Plaintiffs until January 2003 and could not have been discovered by the Plaintiffs with the exercise of reasonable diligence.  The reason for the delay in discovery of the facts was that the evidence was the subject of Federal Grand Jury Investigations, which are only now becoming available to the general public and which resulted in the issuance of an Indictment and a superceding Indictment against certain of the individual defendants in this case for violations of various federal criminal statutes in connection with the schemes set forth in this Complaint.  Certain of the Defendants, including Leslie Greyling, Thomas Bolera, Eli Liebowitz and Tina Alexander have been indicted for their activities in the fraudulent scheme by the United States of America under Case No:  93 00 CR 631 (RCC) in the United States District Court For The Southern District of New York.

80)       All of the Defendants acting either alone or in combination with certain of the other Defendants named herein caused the following overt acts to be undertaken in furthering the objects of the conspiracy and the substantive law violations as set forth both hereinabove and herein below.

81)              LESLIE S. GREYLING and ANNE M.E. GREYLING gained control of a shell company known as Wasatch International Corporation from Steven D. Moulton on September 25, 1996.

82)       The GREYLING’S brought RICHARD GLADSTONE and his wife, LAURIE DOLL GLADSTONE into a shareholding position with Wasatch International Corporation on November 12, 1996.

83)       During the period from September 12, 1996 through February 3, 2000, the GREYLING’S and the GLADSTONE’S brought the following named entities and individuals into the emerging conspiracy:

Thus, as of February 3, 2000 all of the stock, which had been issued through 1996 and 1997, would have been freely tradable under SEC Rule 144 since the 2-year holding period would have expired and, unless the holders were insiders subject to insider trading rules, the stock was available for sale in the public marketplace.

As of February 3, 2000, the stock in Wasatch was trading in a very low range of approximately one cent (.01) per share. Beginning on or about January 2000 the GREYLING’S and the GLADSTONE’S caused Wasatch to acquire E-PAWN, Inc., a privately held company owned and/or controlled by Steven Bazsuly and his family LIMITED PARTNERSHIP.  At that time and without telling Bazsuly about the past market positioning that GREYLING and GLADSTONE had performed, Bazsuly was convinced by GREYLING and GLADSTONE to merge his company into Wasatch and change the name of Wasatch to E-PAWN. This was accomplished on March 14, 2000.

Beginning on or about March 14, 2000, the GREYLING’S and the GLADSTONE’S caused Wasatch to acquire E-PAWN, Inc., a privately held company owned and/or controlled by Steven Bazsuly and his family.  At that time and without telling Bazsuly about the past market positioning that GREYLING and GLADSTONE had performed Bazsuly was convinced by GREYLING and GLADSTONE to merge his company into Wasatch and change the name from Wasatch to E-PAWN. This was accomplished on March 14, 2000 with an effective date of February 29, 2000.

Thereafter, the GREYLING’S and the GLADSTONE’S utilized various illegal schemes to benefit and enrich themselves including, but not limited to, bribing brokers, enriching market makers trading profits by making special deals with Market Makers and other brokerage firms that were trading in EPAWN publicly traded stock, which special deals were not available to the General Public, putting out false and/or hyped press releases, utilizing false Spam E-Mails, utilizing bulletin board chat rooms on the Internet to create an artificial demand for the E-PAWN common stock, when in truth and in fact there was no real basis for such hyped activities and without revealing to the general public that the bulletin board messages that were being set forth were being created for and on behalf of sellers of E-PAWN common stock who were either insiders or otherwise prohibited by law from selling the E-PAWN stock, and utilizing other illegal methods to artificially inflate the price of the E-PAWN common stock.  By creating a false demand for E-PAWN common stock, the GREYLING/GLADSTONE Long Term Partnership combination was able to move the market price of the E-PAWN stock from approximately one cent (.01) per share to over $9.00 per share.  During this entire artificially created fictitious market, the GREYLING’S and the GLADSTONE’S, together with other insiders, both named as Defendants in this Complaint and others still unknown to the Plaintiffs but affiliated with both the GREYLING’S and the GLADSTONE’S were continuously selling their pre-positioned stock into this growing market demand and realizing large amounts of money, which both the GREYLING’S and the GLADSTONE’S were hiding through various of the Defendants, namely BENEFICIAL TRUST, S.A. and DOLLINGER, GONSKI & GROSSMAN,  named in this Complaint.

84)            Defendants RICHARD GLADSTONE, LAURIE DOLL GLADSTONE, LAURA HOLM, ENGLISH, McCAUGHAN & O’BRYAN, P.A., WESTERN STATES TRANSFER & REGISTRAR, INC., RICHARD PARKER, DIANE SAGERS, DR. THOMAS BOLERA, JOSEPH LOGAN, JR. DR. VAUGHN DABBS, DR. DAVID LEGERE, TINA ALEXANDER, JEFFREY POKROSS, LESLIE S. GREYLING, ANNE M.E. GREYLING, LASALLE GROUP, LTD., SWISS ARCTIC TRADERS, LTD., MATTHEW DOLLINGER, DOLLINGER, GONSKI & GROSSMAN, JOHN B. FROHLING, FROHLING, HUDEK & McCARTHY, DR. CHARLES EDWARDS, BENEFICIAL TRUST, SA, JOHN E. EFFINGER, VIOLA EFFINGER, ELI LIEBOWITZ, SHAUN GREYLING, ASSET INVESTMENT MANAGEMENT 1984 SA, F. LEE BAILEY, CLINTON GREYLING, CARIBBEAN INTERNATIONAL HOLDINGS, LTD., SPORTS RESORTS INTERNATIONAL, INC., DONALD J. WILLIAMSON, PATSY L. WILLIAMSON, MARK RICE, RODONA GARST, SHARY VALENTINE, SAS GROUP FUNDING, DANIEL STAFFORD, HEDGELENDER CORPORATION, TRINA O. VAN DAAM, MARCUM & KLIEGMAN LLP, CHRISTOPHER MORRIS, JOHN DOES and JANE DOES all collectively violated 18 U.S.C. §1962 by engaging in the following overt actions, either individually or collectively:

·        Pre-positioning E-PAWN f/k/a WASATCH common stock beginning in 1996 and continuing through June 14, 2000 so that such stock would become eligible to become freely tradable on publicly traded securities markets.

·        Failing to reveal that there were 10 million shares of E-PAWN common stock that never appeared on the financial statements or books and records of WASATCH/E-PAWN but had been secreted away by some of the co-conspirators.

·        Causing a reverse merger to occur whereby WASATCH was merged into the private company E-PAWN. In connection with this reverse merger some of the co-conspirators lied to the Plaintiffs or made material misrepresentations or omissions of relevant facts by telling the Plaintiffs that some or all of the co-conspirators intended to fund the business activities of E-PAWN, while the Defendants knew that they had no intention of providing any significant funding to E-PAWN.

·        Causing E-PAWN to issue press releases during the period from January, 2000 through June 14, 2000 announcing to the public certain acquisitions that E-PAWN had entered into, Certain of the Defendants and co-conspirators knew that E-PAWN had no financial ability to complete these proposed acquisitions and was relying on certain of the defendants and co-conspirators to provide such funding.

·        Causing approximately 27 million spam emails to be sent out during the time frames involved herein touting the value of the E-PAWN common stock in an attempt to create an illusory market demand for E-PAWN common stock. As a result of these spam emails, E-PAWN common stock rose in value from a de minimus value to almost $10 per share over a short period of time with large daily volumes of trades.

·        Causing the removal of restrictive legends from E-PAWN common stock when E-PAWN was not current in its required SEC filings and ineligible to have such restrictive legends removed.

·        Short selling E-PAWN common stock against restricted E-PAWN securities.

·        Engaging in money laundering by hiding the proceeds of illegal sales of E-PAWN common stock in attorney trust accounts, offshore investments and other accounts to avoid the detection of the transactions and their proceeds.

·        Bribing stock brokers to cause them to push the sales of E-PAWN common stock.

·        Bribing lawyers and the transfer agent to both remove restrictive stock legends and allow for the transfer of E-PAWN common stock without authority.

·        Manipulating the public markets for E-PAWN common stock by the use of Internet bulletin boards, chat rooms and other electronic media through false and misleading communications.

·        Utilizing the instrumentalities of interstate commerce to disseminate false and misleading communications concerning the value and trading volume of E-PAWN common stock.

Defendants DMN CAPITAL INVESTMENT, INC.,  FIRST LEVEL CAPITAL, INC. n/k/a VFINANCE, INC., MARC N. SIEGEL, and John Does and Jane Does aided in the violations of 18 U.S.C. §1962 by engaging in violations of the various United States and State of Florida laws, rules and regulations as set forth elsewhere in this Complaint by engaging in market manipulation in the offer and sale of E-PAWN common stock to the general public, aiding in the illegal removal of restrictive legends from E-PAWN common stock, setting artificial pricing for E-PAWN common stock, trading  in E-PAWN common stock without being in possession of up to date financial information about E-PAWN, and promoting the merits of investments in E-PAWN common stock without being in possession of all necessary and relevant business and financial information about both the company and the company’s officers, directors, affiliates and insiders.

            Defendants, WILLIAM C. MARTUCCI, JOSEPH M. LAURA, GREGORY F. MATARRESE, LAURA & MATARRESE, WCM CAPITAL INC., UNITED GROCERS CLEARINGHOUSE, INC., SHOPPERS ONLINE, INC., and FREEBEES, INC., violated 18 U.S.C. §1962 by entering into a separate chain of events with RICHARD GLADSTONE and LAURIE DOLL GLADSTONE, the principal actions taken including, among other things entering into agreements with E-PAWN for E-PAWN to acquire all of the ownership interests in UNITED GROCERS CLEARINGHOUSE, INC., SHOPPERS ONLINE, INC., and FREEBEES, INC., and majority control of the public company known as WCM CAPITAL, INC., with all of the funding for the proposed acquisitions to be supplied to E-PAWN by RICHARD and LAURIE DOLL GLADSTONE and LESLIE and ANNE M.E. GREYLING. Unknown to the Plaintiffs, RICHARD and LAURIE DOLL GLADSTONE intended to loan WILLIAM C. MARTUCCI and JOSEPH M. LAURA $1.1 million and take as collateral for that transaction all of the ownership interests in UNITED GROCERS CLEARINGHOUSE, INC., SHOPPERS ON LINE, INC., FREEBEES, INC., majority stock ownership in WCM CAPITAL and mortgages over the personal residences of WILLIAM C. MARTUCCI and JOSEPH M. LAURA. RICHARD GLADSTONE convinced the Plaintiffs to pay $100,000.00 in cash and 2 million shares of E-PAWN common stock as the down payment for the contracted acquisitions. Subsequently, RICHARD and LAURIE DOLL GLADSTONE failed to fund the required acquisition cost into E-PAWN but concluded the transactions directly cutting E-PAWN out of the transactions. E-PAWN was left without recourse to recover its $100,000.00 investment and 2 million shares of E-PAWN common stock, which is still owed back to E-PAWN. RICHARD GLADSTONE actually concluded the transactions with WILLIAM C. MARTUCCI and JOSEPH M. LAURA by utilizing $1.1 million of funds which he illegally obtained from short selling of E-PAWN common stock and gained control of all of the assets which were security for the loan which the GLADSTONES made to WILLIAM C. MARTUCCI and JOSEPH M. LAURA. This series of transactions was one of the transactions which the GLADSTONES and the GREYLINGS convinced the Plaintiffs to make and was utilized by various of the Defendants to artificially inflate the price and demand for E-PAWN common stock through hyped press releases.

FEDERAL SECURITIES FRAUD  

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

85)       The actions of all of the Defendants constitute Securities Fraud under the laws of the United States of America as set forth hereinabove in this Complaint.  Specific violations of all of the defendants collectively include violations of 15 U.S.C. §78aa and §10(b) and 20 (a) of the Exchange Act [15 U.S.C. §78j(b) and 78t(a)] and Rule 10b-5 promulgated there under, 15 U.S.C. §78r, 15 U.S.C. §78t and 78t-1, S.E.C. Rule 144 and the Private Securities Litigation Reform Act of 1995 15 U.S.C. §77z-1.  In addition, causes of action arise under 15 U.S.C. §78i Manipulation of security prices, and §78j-1 related to Audit Requirements. The Plaintiffs have been harmed by the fraud perpetrated upon them by all of the Defendants collectively and acting either alone or in concert with some or all of the other defendants, and are entitled to recover damages jointly and severally from all of the Defendants for such fraud.  The Plaintiffs are also entitled to an award of punitive damages and attorneys’ fees together with costs from all Defendants, jointly and severally as a result of the fraudulent conduct of the Defendants and to punish the Defendants for their wrongdoing.

STATE SECURITIES FRAUD

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

86)       The actions of all of the Defendants constitute Securities Fraud under the laws of the State of Florida. The Defendants collectively violated Florida Statutes, Chapter 517, §517.301 and are entitled to the Remedies provided in Florida Statutes, Chapter 517, §517.211. The Plaintiffs have been harmed by the fraud perpetrated upon them by all of the Defendants both individually and collectively, and are entitled to recover damages jointly and severally from all of the Defendants for such fraud.  The Plaintiffs are also entitled to an award of punitive damages, attorney’s fees and costs from all Defendants, jointly and severally as a result of the fraudulent conduct of the Defendants and to punish the Defendants for their wrongdoing.

COMMON LAW FRAUD

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

87)       The actions of all of the Defendants either individually or collectively constitute Common Law Fraud.  The Plaintiffs have been harmed by the frauds perpetrated upon them by all of the Defendants and are entitled to recover damages jointly and severally from all of the Defendants for such fraud.  The Plaintiffs are also entitled to an award of punitive damages, attorney’s fees and costs from all Defendants, jointly and severally as a result of the fraudulent conduct of the Defendants and to punish the Defendants for their wrongdoing.

TORTUOUS INTERFERENCE WITH A

BUSINESS RELATIONSHIP

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

88)       The actions of all of the Defendants either individually or collectively constitute Tortuous Interference with a Business Relationship.  The Plaintiffs have been harmed by this Tortuous Interference with a Business Relationship by all of the Defendants and are entitled to recover damages for such tortuous interference jointly and severally from all Defendants together with attorney’s fees and costs.

TORTUOUS INTERFERENCE WITH AN

ECONOMIC RELATIONSHIP

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

89)       The actions of all of the Defendants, both individually and collectively, constitute Tortuous Interference with an Economic Relationship, which has damaged the Plaintiffs in their business affairs and in the value of the UBUY publicly traded common stock.  The Plaintiffs have been harmed by this Tortuous Interference with an Economic Relationship by all of the Defendants and are entitled to recover damages for such tortuous interference jointly and severally from all of the Defendants together with attorney’s fees and costs.

COMMERCIAL BRIBERY

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

90)       The actions of all of the Defendants, both individually and collectively, constitute Commercial Bribery, which has damaged the Plaintiffs in their business affairs and in the value of the UBUY publicly traded common stock. The Plaintiffs have been harmed by this Commercial Bribery by all of the Defendants and are entitled to recover damages for such Commercial Bribery jointly and severally from all of the Defendants together with attorney’s fees and costs.

CIVIL RACKETEERING

            Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

91)       The actions of all of the Defendants both individually and collectively, as set forth in this Complaint and in the Plaintiffs separate Civil Rico Statement which is incorporated into this Complaint by reference together with violations of U.S.C. Title 18, §1962 and 1964 (RICO) constitute Civil Racketeering, which has damaged the Plaintiffs in their business affairs and in the value of the UBUY publicly traded common stock.  The Plaintiffs have been harmed by the Civil Racketeering committed by all of the Defendants acting as a part of the RICO Enterprise and are entitled to recover damages for such Civil Racketeering jointly and severally against all of the Defendants together with treble damages as provided by statute, attorneys’ fees and costs.

NEGLIGENCE

Plaintiffs re-allege Paragraphs 1 through 84 in their entirety.

92)       The actions of all of the Defendants, both individually and/or collectively, were negligent by reason of the fact that each and every one of the Defendants had a duty to refrain from manipulating the market in the trading of E-PAWN common stock and to otherwise refrain from committing multiple criminal and civil infractions of law against the interests of E-PAWN.  Additionally, the law firm of Frohling, Hudek & McCarthy, and John B.H. Frohling had an additional duty as securities counsel to E-PAWN to provide proper legal advice to E-PAWN and to refrain from issuing securities opinions that were in violation of law.  They failed to lawfully perform their duties and are therefore liable for damages for such professional negligence. Additionally, the accounting firms of Jones, Jensen & Company and Feldman, Sherb Horowitz & Co., P.C., now known as Grassi & Co. had an additional duty as accountants and auditors to E-PAWN to render proper and lawful accounting services on a timely basis to E-PAWN.  Both accounting firms failed in their professional responsibilities to E-PAWN to render such professional and timely services.  As a result of the negligence of all of the Defendants generally and the professionals specifically, the Plaintiffs and all of the E-PAWN shareholders have been damaged in an amount to be determined by a Jury.

PRIVATE SECURITIES LITIGATION UNDER TITLE 15, §77z-1

             Plaintiffs re-allege all of the allegations as contained in Paragraphs 1 through 84 above.

93)       Plaintiffs bring this action as a Private Class Action under the provisions of 15 U.S.C. §77z-1 and allege that the Plaintiff, Steven Bazsuly is qualified pursuant to the above statute to be the representative party on behalf of the class of E-PAWN shareholders who were harmed by the actions of all of the Defendants, acting either jointly or individually or in various combinations with others both known and unknown to the Plaintiffs, to defraud all of the E-PAWN shareholders including the Plaintiffs of money and other things of value.

WHEREFORE the Plaintiffs ask for:

A.                 Economic Damages for all losses sustained by the Plaintiffs of at least 1.2 billion dollars and to be assessed jointly and severally against all of the Defendants for all of the Counts contained in this Complaint.

B.                 Punitive Damages to punish all of the Defendants for their wrongdoing to be assessed against all of the Defendants jointly and severally for all of the Counts contained in this Complaint.

C.                 General Damages and Treble Damages for Civil Racketeering to be assessed jointly and severally against all of the Defendants.

D.                 Attorney’s fees and costs to be assessed jointly and severally against all of the Defendants.

E.                  Disgorgement of any and all profits received by any of the Defendants as a result of their illegal and fraudulent conduct in this case.

F.                  Appointment of a receiver to take custody and control of all of the assets of all of the Defendants pending decisions in this case in order to protect all of the ill got monies, which the Defendants have illegally received from their activities in this case.

G.                 Class certification of this action as a Private Class Action lawsuit pursuant to 15 U.S.C. §77z-1 and for damages and attorneys fees to be awarded to the Plaintiffs and the entire class pursuant to the statute.

H.                 Rescission as provided by law as to all Class Plaintiffs and an Order requiring all of the Defendants to give back to the Class Plaintiffs all of the consideration which each and every one of them received from each of the Defendants as a result of the purchase and sale of E-PAWN common stock or any other financial transactions which occurred between any of the Class Plaintiffs and the Defendants for the period from January 1, 2000 through June 30, 2000.

I.                    For such other and further relief as to this Honorable Court seems meet and just.

            Then personally appeared Steven Bazsuly who upon oath does say and affirm that the allegations contained in this Corrected Amended Complaint are true and correct to the best of his knowledge and belief.

Respectfully submitted, this 12^th day of November, 2003.

  I hereby certify that I am duly admitted to practice before this Court and meet all of the qualifications for handling the litigation involved in this Complaint.