GERARD Warris Case Study

FIRST COUNT AND CAUSE OF ACTION

DEFENDANT GERARD WARRENS, INDIVIDUALLY, CONDUCTED AN UNREGISTERED SECURITIES OFFERING IN VIOLATION OF FEDERAL AND ARIZONA SECURITIES LAW THROUGH FRAUD AND MISREPRESENTATION 64. Plaintiff, STEVEN HOOPER, repeats, realleges and reiterates each and every allegation contained in Paragraphs “1” though “63” of the Complaint. 65. Defendant GERARD WARRENS is the sole manager, officer, and director of STEALTH SOFTWARE, LLC. GERARD WARRENS ("WARRENS") resides in Cave Creek, Arizona but is domiciled in The Netherlands. He is the sole manager for STEALTH SOFTWARE, L.L.C, an Arizona limited liability company. 66. Defendant GERARD WARRENS is the sole officer, director, and owner of STEALTH SOFTWARE, B.V., STEALTH SOFTWARE

GERARD WARRENS willfully and with full intent and knowledge made untrue statements of material facts by stating that (1) HOOPER would receive registered stock representing an equity interest in STEALTH SOFTWARE, LLC; (2) Warrens would make financial disclosures indicating the financial status of STEALTH SOFTWARE LLC; (3) Warrens could rely on Defendants ' statement that STEALTH SOFTWARE, LLC was solvent; (4) Hooper would receive the corporate records and balance sheets from Warren; (5) Warrens would disclose various contracts and other prospective customer deals that had concluded or falsely stated they were concluded; (6) HOOPER would recceive all of the arrears in wages after he made an investment in STEALTH SOFTWARE, LLC; (7)Warrens would dislose at a later date the Board members, officers, owners, shareholders, and managers of all the non-resident codefendents; (8) Warrens had top security clearance but would not divulge what kind; (9) Warrens had invested milions of dollars in the LLC; (10) Warrens had consummated contracts with a number of potental customers which were not true; and (11) that STEALTH had employees other than

WARRENS also made the following made the following false misrepresentation to HOOPER since on or about June 2014 and thereafter, repeatedly, as follows: that "...your investment was in equity voting stock in STEALTH SOFTWARE, L.L.C." In spite of dozens of demands in the two years by HOOPER, no stock or securities reflecting plaintiff 's investment have been made by WARRENS. 75. WARRENS has not made one disclosure, financial or otherwise, required by the Securities Exchange Act or Arizona Security Laws for "accredited" or non accredited investors. HOOPER has requested such disclosures since the date he was hired on July 1, 2013 through the present. HOOPER also requested from WARRENS evidence in the form of stock certificates, evidence indicating he was a registered equity owner in STEALTH SOFTWARE, L.L.C.

76. Since on or about May 25, 2015 when HOOPER established that his "investment" funds were being wired to the foreign co-defendants, WARRENS did not comply with the demands for evidence that his investment were recorded or registered. HOOPER has never been privy to the number of outstanding, issued, or treasury shares in any of the foreign co-defendant business entities, or that of STEALTH SOFTWARE,