May, et al. v. Edwards, et al. 01-CV-00571-First Amended Complaintsecurities.stanford.edu/.../2002410_r01c_0100571.pdf · 2006-07-17 · FIL 0 IN THE UNITED STATES DISTRICT COURT

FIL 0IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION L? ~a<i~, : !

JAMES MAY ; et al . ,

Plaintiffs ,

V .

CHARLES E . EDWARDS , et al . ,

Defendants .

CASE NO .8 :01-CV-571-T-30EAJ

FIRST AMENDED COMPLAINT

Plaintiffs, James May, Nellie Squires, Charles R . and Kay

Cieslik, Mervyle C. and Trudy Towns , and Phyllis L . Zimmerman, Bob

0 . and Evelyn Addis, Darlene and Louie R . Gray, Eugene and Florine

Hutchinson, and Robert and Barbara Patch, hereby sue Defendants,

Charles E . Edwards , Jason Edwards , Hayes Financial Group, Inc .

("HFG"), Curtis G . Hayes , (collectively "Hayes Defendants") Oxford

Financial of Pinellas , Inc ., Steve Rodd, Epic Planning Group, Inc .,

Robert S . Baldwin , Thomas J. Morris , and Insurance Associates

Services, Inc ., and allege :

JURISDICTION AND VENUE

1 . Jurisdiction of this Court is founded on section 22 of

the Securities Act of 1933 (the "Securities Act"), 15 U .S .C . § 77v ;

1

T

section 27 of the Securities and Exchange Act of 1934 (the

"Exchange Act"), 15 U .S .C . § 78aa ; 28 U .S .C . § 1331 ; and principles

of supplemental jurisdiction, 28 U .S .C . § 1367 .

2 . The claims herein arise under sections 12(a)(1),

12(a)(2), and 15 of the Securities Act ; sections 10b and 20a of the

Exchange Act, and rule lOb-5 promulgated thereunder by the

Securities and Exchange Commission (the "SEC") ; Florida Statutes

sections 517 .241, 517 .07, 517 .12, 517 .301, and 501 .211 ; and common

law .

3 . This Court has personal jurisdiction over all th e

Defendants in that each Defendant played a part in the unregistered

offering of securities in this State in violation of federal

securities laws .

4 . Venue is proper in this District because many of the acts

and conduct charged herein occurred in this District and one o r

more of the Defendants reside in this District .

5 . In connection with the acts and course of conduct alleged

in this Complaint, Defendants directly and indirectly used th e

means and instrumentalities of interstate commerce , including the

United States mail and wires and interstate telephones .

THE PARTIES

A. Plaintiffs

6a . During all material times, Plaintiff James May ("May" )

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was and is a resident of the State of Florida . In March, 1999,

Plaintiff was solicited by HFG, Oxford Financial of Pinellas, Inc .,

and Steve Rodd to purchase a pay telephone investment from HFG and

ETS Payphones, Inc . ("ETS" or "ETS Payphones") . On information or

belief, as part of this solicitation, May was provided with a slick

color brochure, Frequently Asked Questions handout, references, and

a summary of the leaseback program handout from HFG Communications .

The brochure touts the COCOT Agreements stating : "Provide immediate

cash flow" ; "Be fully insured" ; "Have easy liquidity" ; and "is

virtually recession proof ." In the Frequently Asked Questions

handout, HFG Communications states, "Even after expenses such as

salaries, insurance, and monitoring costs, the company [ETS] can

comfortably pay out 14 .05% return to you, and still make a handsome

profit ." In these materials, HFG Communications represents that

ETS would pay the May $82 per month ("ETS PAYPHONES, INC . WILL

CONTRACTUALLY PERFORM THE FOLLOWING :") and will buy back May's

phones at any time for the full purchase price . HFG Communications

did not tell May that it had done little to no investigation into

ETS's ability to perform the above stated obligations, that ETS was

in fact not profitable, and that ETS was entirely dependent on new

investors in order to be able to pay previous investors . This

information or belief allegation is based upon oral interviews with

May and the pattern of practice of HFG Communications and Steve

Rodd .

3

6b . As a result of this solicitation, Plaintiff, James May,

entered into an agreement by which he would purchase 2 telephones

for $14,000 .00 and would then lease the payphones back to ETS

Payphones for five years, with ETS Payphones agreeing to lease the

payphones for $82 per month per telephone and agreeing to

repurchase the payphones from Plaintiff for the same purchase price

within 180 days of written demand by Plaintiff . The Agreements in

Plaintiff's possession are attached to the original complaint filed

on March 15, 2001 .

7a . During all material times, Plaintiff Nellie Squires

("Squires") was and is a resident of the State of Florida . In

November, 1999, Plaintiff was solicited by HFG, Oxford Financial of

Pinellas, Inc ., and Steve Rodd to purchase a pay telephone

investment from HFG and ETS . As part of this solicitation, Squires

was provided with a slick color brochure, Frequently Asked

Questions handout, and references from HFG Communications . Copies

are attached and herein incorporated . . On information and belief,

Squires was also provided a summary of the leaseback program

handout . The brochure touts the COCOT Agreements stating : "Provide

immediate cash flow" ; "Be fully insured"; "Have easy liquidity" ;

and "is virtually recession proof ." In the Frequently Asked

Questions handout, HFG Communications states, "Even after expenses

such as salaries, insurance, and monitoring costs, the company

[ETS] can comfortably pay out 14 .05% return to you, and still make

4

a handsome profit ." In these materials, HFG Communications

represents that ETS would pay Squires $82 per month ("ETS

PAYPHONES, INC . WILL CONTRACTUALLY PERFORM THE FOLLOWING :") and

will buy back Squires' phones at any time for the full purchase

price . HFG Communications did not tell Squires that it had done

little to no investigation into ETS's ability to perform the above

stated obligations, that ETS was in fact not profitable, and that

ETS was entirely dependent on new investors in order to be able to

pay previous investors .

7b . As a result of this solicitation, Plaintiff, Nelli e

Squires entered into an agreement by which she would purchase 4

telephones for $28,000 .00 and would then lease the payphones back

to ETS Payphones for five years, with ETS Payphones agreeing to

lease the payphones for $82 per month per telephone and agreeing to


within 180 days of written demand by Plaintiff . Additional

agreements were entered into in December, 1999 ($28,000 .00), for a

total investment of $56,000 .00, under similar terms and conditions .

The Agreements in Plaintiff's possession are attached to the

original complaint filed on March 15, 2001 .

8a . During all material times, Plaintiffs Charles R . and Kay

Cieslik (collectively "Ciesliks") were and are residents of the

State of Florida . In July, 1999, Plaintiffs were solicited by HFG,

Oxford Financial of Pinellas, Inc ., and Steve Rodd to purchase a

5

pay telephone investment from HFG and ETS . As part of this

solicitation, the Ciesliks were provided with a slick color

brochure, and references from HFG Communications . Copies are

attached and herein incorporated . On information or belief, as

part of this solicitation, the Ciesliks were also provided with a

Frequently Asked Questions handout, and a summary of the leaseback

program handout from HFG Communications . The brochure touts the

COCOT Agreements stating : "Provide immediate cash flow" ; "Be fully

insured" ; "Have easy liquidity" ; and "is virtually recession

proof ." In the Frequently Asked Questions handout, HFG

Communications states, "Even after expenses such as salaries,

insurance, and monitoring costs, the company [ETS] can comfortably

pay out 14 .05% return to you, and still make a handsome profit ." In

these materials, HFG Communications represents that ETS would pay

the Ciesliks $82 per month ("ETS PAYPHONES, INC . WILL CONTRACTUALLY

PERFORM THE FOLLOWING :") and will buy back the Cieslik's phones at

any time for the full purchase price . HFG Communications did not

tell the Ciesliks that it had done little to no investigation into



investors in order to be able to pay previous investors .

8b . As a result of this solicitation, Plaintiffs, Charles R .

and Kay Cieslik, entered into an agreement by which they would

purchase two telephones for $14,000 . 00 and would then lease th e

6

payphones back to ETS Payphones for five years, with ETS Payphones

agreeing to lease the payphones for $82 per month per telephone and

agreeing to repurchase the payphones from Plaintiffs for the same

purchase price within 180 days of written demand by Plaintiffs .

Additional agreements were entered into in August, 1999

($14,000 .00), for a total investment of $28,000 .00, under similar

terms and conditions . The Agreements in Plaintiff's possession are

attached to the original complaint filed on March 15, 2001 .

9a . During all material times, Plaintiffs Mervyle C . and

Trudy Towns (collectively "Towns") were and are residents of the

State of Florida . In October 1998, Plaintiffs were solicited by

HFG, Epic Planning Group, Inc ., Thomas J . Morris and Robert S .

Baldwin to purchase a pay telephone investment from HFG and ETS . As

part of this solicitation, the Towns were provided with a slick

color brochure from HFG Communications . A copy is attached and

herein incorporated . On information or belief, as part of this

solicitation, the Towns were also provided with a Frequently Asked

Questions handout, references and a summary of the leaseback

program handout from HFG Communications . The brochure touts the

COCOT Agreements stating : "Provide immediate cash flow" ; "Be fully

insured" ; "Have easy liquidity" ; and "is virtually recession

proof ." In the Frequently Asked Questions handout, HFG

Communications states, Èven after expenses such as salaries,

insurance, and monitoring costs, the company [ETS] can comfortabl y

7

pay out 14 .05% return to you, and still make a handsome profit ." In

these materials, HFG Communications represents that ETS would pay

the Towns $82 per month ("ETS PAYPHONES, INC . WILL CONTRACTUALLY

PERFORM THE FOLLOWING :") and will buy back the Towns' phones at any

time for the full purchase price . HFG Communications did not tell

the Towns that it had done little to no investigation into ETS's

ability to perform the above stated obligations, that ETS was in

fact not profitable, and that ETS was entirely dependent on new

investors in order to be able to pay previous investors .

9b . As a result of this solicitation, Plaintiff, Mervyle C .

Towns entered into an agreement by which he would purchase 2





within 180 days of written demand by Plaintiff . Additional

agreements were entered into by Trudy Towns in January 1999

($13,500 .00) and December 1999 ($14,000 .00), for a total investment

by them of $41,000 .00, under similar terms and conditions . The

Agreements in Plaintiffs' possession are attached to the original

complaint filed on March 15, 2001 .

10a . During all material times, Plaintiff Phyllis L . Zimmerman

("Zimmerman") was and is a resident of the State of Florida . In

March 1998, Plaintiff was solicited by HFG, Insurance Associate s

8

Services, Inc ., Richard Southerland, and Spryng T . Southerland to

purchase a pay telephone investment from HFG and ETS . On

information or belief, as part of this solicitation, Zimmerman was

provided with a slick color brochure, Frequently Asked Questions

handout, references, and a summary of the leaseback program handout

from HFG Communications . The brochure touts the COCOT Agreement s

stating : "Provide immediate cash flow" ; "Be fully insured" ; "Have

easy liquidity" ; and "is virtually recession proof ." In the

Frequently Asked Questions handout, HFG Communications states,

"Even after expenses such as salaries, insurance, and monitoring

costs, the company [ETS] can comfortably pay out 14 .05% return to

you, and still make a handsome profit ." In these materials, HFG

Communications represents that ETS would pay Zimmerman $82 per

month ("ETS PAYPHONES, INC . WILL CONTRACTUALLY PERFORM TH E

FOLLOWING :") and will buy back Zimmerman's phones at any time for

the full purchase price . HFG Communications did not tell Zimmerman

that it had done little to no investigation into ETS's ability to

perform the above stated obligations, that ETS was in fact not

profitable, and that ETS was entirely dependent on new investors in

order to be able to pay previous investors . This information or

belief allegation is based upon oral interviews with Zimmerman and

the pattern of practice of HFG Communications and Richard and

Spryng T . Southerland .

10b . As a result of this solicitation, Plaintiff, Phyllis L .

9

Zimmerman, entered into an agreement by which she would purchase 2





within 180 days of written demand by Plaintiff . The Agreements in

Plaintiff's possession are attached to the original complaint filed

on March 15, 2001 .

B . Newly named Plaintiff s

lla . During all material times, Plaintiffs Bob 0 . & Evelyn L .

Addis (collectively "Addis") were and are residents of the State of

Florida . In November 1999, Plaintiffs were solicited by HFG,

Seniors Financial Resources, Inc ., and Bob Broege to purchase a pay

telephone investment from HFG and ETS . On information or belief,

as part of this solicitation, the Addis's were provided with a

slick color brochure, Frequently Asked Questions handout,

references, and a summary of the leaseback program handout from HFG

Communications . The brochure touts the COCOT Agreements stating :

"Provide immediate cash flow" ; "Be fully insured" ; "Have easy

liquidity" ; and "is virtually recession proof ." In the Frequently

Asked Questions handout, HFG Communications states, "Even after

expenses such as salaries, insurance, and monitoring costs, the

company [ETS] can comfortably pay out 14 .05% return to you, and

still make a handsome profit ." In these materials, HFG

10

Communications represents that ETS would pay the Addis's $82 per

month ("ETS PAYPHONES, INC . WILL CONTRACTUALLY PERFORM THE

FOLLOWING :") and will buy back the Addis's phones at any time for

the full purchase price . HFG Communications did not tell the

Addis's that it had done little to no investigation into ETS's

ability to perform the above stated obligations, that ETS was in

fact not profitable, and that ETS was entirely dependent on new



the Addis's and the pattern of practice of HFG Communications and

Richard and Spryng T . Southerland .

lib . As a result of this solicitation, Plaintiffs', Bob 0 . &

Evelyn L . Addis, entered into an agreement by which they would

purchase 1 telephone for $7,000 .00 and would then lease the


agreeing to lease the payphones for $82 .00 per month per telephone

and agreeing to repurchase the payphone from Plaintiff for the same

purchase price within 180 days of written demand by Plaintiff . An

additional agreement was entered into by Plaintiffs in February

2000 ($7,000 .00), for a total investment of $14,000 .00, under

similar terms and conditions . The Agreements in Plaintiffs'

possession are attached hereto .

12a . During all material times, Plaintiff Darlene Gray

("Gray") was and is a resident of the State of Florida . In

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September 1997, Plaintiff was solicited by HFG, Suncoast Financial

Services, Steven Smith and Gilbert Swarts to purchase a pay

telephone investment from HFG and ETS . On information or belief,

as part of this solicitation, Gary was provided with a slick color

brochure, Frequently Asked Questions handout, references, and a

summary of the leaseback program handout from HFG Communications .

The brochure touts the COCOT Agreements stating : "Provide

immediate cash flow" ; "Be fully insured" ; "Have easy liquidity" ;

and "is virtually recession proof ." In the Frequently Asked

Questions handout, HFG Communications states, "Even after expenses

such as salaries, insurance, and monitoring costs, the company

[ETS] can comfortably pay out 14 .05% return to you, and still mak e

a handsome profit ." In these materials, HFG Communications

represents that ETS would pay Gray $75 per month ("ETS PAYPHONES,

INC . WILL CONTRACTUALLY PERFORM THE FOLLOWING :") and will buy back

Gray's phones at any time for the full purchase price . HFG

Communications did not tell Gray that it had done little to no

investigation into ETS's ability to perform the above stated

obligations, that ETS was in fact not profitable, and that ETS was

entirely dependent on new investors in order to be able to pay

previous investors . This information or belief allegation is based

upon oral interviews with Gray and the pattern of practice of HFG

Communications and Gilbert Swarts .

12b . As a result of this solicitation, Plaintiff, Darlen e

12

Gray, entered into an agreement by which she would purchase 3



lease the payphones for $75 .00 per month per telephone and agreeing

to repurchase the payphones from Plaintiff for the same purchase

price within 180 days of written demand by Plaintiff . The

Agreements in Plaintiff's possession are attached hereto .

13a . During all material times, Plaintiff Louie R . Gray was

and is a resident of the State of Florida . In September 1997 ,

Plaintiff was solicited by HFG, Suncoast Financial Services, Steven

Smith and Gilbert Swarts to purchase a pay telephone investment

from HFG and ETS . On information or belief, as part of this

solicitation, Gray was provided with a slick color brochure,

Frequently Asked Questions handout, references, and a summary of

the leaseback program handout from HFG Communications . The

brochure touts the COCOT Agreements stating : "Provide immediate

cash flow" ; "Be fully insured"; "Have easy liquidity" ; and "is






ETS would pay Gray $82 per month ("ETS PAYPHONES, INC . WILL

CONTRACTUALLY PERFORM THE FOLLOWING :") and will buy back Gray' s

13

phones at any time for the full purchase price . HFG Communications

did not tell Gray that it had done little to no investigation into





Gray and the pattern of practice of HFG Communications and Richard

and Spryng T . Southerland .

13b . As a result of this solicitation, Plaintiff, Louie R .

Gray, entered into an agreement by which he would purchase 5



lease the payphones for $75 .00 per month per telephone and agreeing

to repurchase the payphones from Plaintiff for the same purchase

price within 180 days of written demand by Plaintiff . Additional

agreements were entered into by Louie R . Gray in March, 1998 and

May 1998 ($30,000 .00), for a total investment of $60,000 .00, unde r

similar terms and conditions . The Agreements in Plaintiff' s

possession are attached hereto .

14a . During all material times, Plaintiffs, Eugene and Florine

Hutchinson (collectively "Hutchinsons") were and are residents o f

the State of Florida . In June 1998, Plaintiffs were solicited b y

HFG, and Robert Tripode to purchase a pay telephone investment fro m

HFG and ETS . On information or belief, as part of thi s

14

solicitation, the Hutchinson were provided with a slick color

brochure, Frequently Asked Questions handout, references, and a

summary of the leaseback program handout from HFG Communications .



virtually recession proof." In the Frequently Asked Questions





ETS would pay the Hutchinsons $82 per month ("ETS PAYPHONES, INC .

WILL CONTRACTUALLY PERFORM THE FOLLOWING :") and will buy back the

Hutchinson's phones at any time for the full purchase price . HFG

Communications did not tell the Hutchinsons that it had done littl e

to no investigation into ETS's ability to perform the above stated




upon oral interviews with the Hutchinsons and the pattern of

practice of HFG Communications and Robert Tripode .

14b . As a result of this solicitation, Plaintiffs, Eugene and

Florine Hutchinson entered into an agreement by which they would

purchase 3 telephones for $18,000 .00 and would then lease the

payphones back to ETS Payphones for five years, with ETS Payphone s

15



purchase price within 180 days of written demand by Plaintiff . The

Agreements in Plaintiffs' possession are attached hereto .

15a . During all material times, Plaintiffs Robert and Barbara

Patch (collectively "Patchs") were and are residents of the State

of Florida . In March 2000, Plaintiffs were solicited by HFG ,

Karlovec Financial, Inc . and William Kress to purchase a pay

telephone investment from HFG and ETS . On information or belief, as

part of this solicitation, the Patch's were provided with a slick

color brochure, Frequently Asked Questions handout, references, and

a summary of the leaseback program handout from HFG Communications .








ETS would pay the Patch's $82 per month ("ETS PAYPHONES, INC . WILL

CONTRACTUALLY PERFORM THE FOLLOWING :") and will buy back the

Patch's phones at any time for the full purchase price . HFG

Communications did not tell the Patch's that it had done little to

no investigation into ETS's ability to perform the above state d

16




upon oral interviews with the Patch's and the pattern of practice

of HFG Communications and William Kress .

15b . As a result of this solicitation, Plaintiffs, Robert an d

Barbara Patch entered into an agreement by which they would

purchase 12 telephones for $84,000 .00 and would then lease the




purchase price within 180 days of written demand by Plaintiff . The

Agreements in Plaintiffs' possession are attached hereto .

16 . All of the above agreements were sent to or from ETS's

home office in Georgia by interstate mails .

C . Defendants

17 . During all relevant times, Charles E . Edwards was a

primary shareholder and officer of ETS and PSA, Inc ., ("PSA") and

a controlling person of those corporations during all relevant

times . In addition, Charles Edwards directly participated in

selling the agreements to investors by promoting the sale of the

agreements at seminars at which he spoke . He also wrote letters to

Plaintiffs confirming their purchase of the Agreements and the

commencement of the payphone lease . The letter advised investor s

17

that "the ÈTS Payphone Equipment Lease Program' . . . is among the

most exciting income producing vehicles today, offering both yield

and security . "

18 . From January 1999 to the present, Jason Edwards served as

the chief operating officer of ETS and was aware of the

misrepresentations and omissions being made with respect to the

financial condition of ETS . By reason of his position as chief

operating officer of ETS and as the son of Charles Edwards, Jason

Edwards was a controlling person of ETS .

19 . During all relevant times, Curtis G . Hayes was a resident

of Florida and directly participated in selling the Agreements to

investors in Florida . Curtis G . Hayes was a primary shareholder

and officer of Hayes Financial Group and a controlling person of

that corporation .

20 . During all relevant times, Oxford Financial of Pinellas,

Inc ., was a Florida corporation doing business in the State of

Florida . Oxford Financial of Pinellas, Inc., directly participated

in selling the Agreements to investors in Florida .

21 . During all relevant times, Steve Rodd was a resident of

Florida and directly participated in selling the Agreements to

investors in Florida . Steve Rodd was the primary shareholder and

officer of Oxford Financial of Pinellas, Inc ., and a controlling

person of that corporation . Plaintiffs are not pursuing their

claims against Mr . Rodd due to his filing for bankruptcy . He i s

18

listed for informational purposes only .

22 . During all relevant times, Epic Planning Group, Inc . was

a Florida corporation doing business in the State of Florida . Epic

Planning Group, Inc ., directly participated in selling the

Agreements to investors in Florida .

23 . During all relevant times, Robert S . Baldwin was a

resident of Florida and directly participated in selling the

Agreements to investors in Florida . Robert S . Baldwin was the

primary shareholder and officer of Epic Planning Group, Inc ., and

a controlling person of that corporation .

24 . During all relevant times, Insurance Associates Services,

Inc ., was a Florida corporation doing business in the State of

Florida . Insurance Associates Services, Inc ., directly

participated in selling the Agreements to investors in Florida .

25 . During all relevant times, Richard Southerland was a


Agreements to investors in Florida . Richard Southerland was a

primary shareholder and officer of Insurance Associates Services,

Inc ., and a controlling person of that corporation .

26 . During all relevant times, Spryng T . Southerland was a


Agreements to investors in Florida . Spryng T . Southerland was a

primary shareholder and officer of Insurance Associates Services,

Inc ., and a controlling person of that corporation .

19

27 . During all relevant times, Thomas J . Morris was a


Agreements to investors in Florida . Thomas J . Morris was a n

employee of Epic Planning Group, Inc ., and a controlling person of

that corporation .

GENERAL ALLEGATIONS

28 . ETS and PSA (the "Issuers ") are closely held Georgi a

corporations, headquartered in Lithia Springs, Georgia . ETS and

PSA are in the business of operating and managing customer-owned

coin operated telephones ("C000T" or "phone") . ETS is the second

largest independent payphone operator in the United States an d

presently owns, leases or manages over 40,000 public payphones in

the United States, Mexico , Puerto Rico, and the U .S . Virgi n

Islands .

29 . The Issuers raise capital to finance their operations b y

offering investors a "pay telephone" investment program . Under

the program, ETS and PSA offered to potential investors through

third parties like HFG, the right to earn a substantial rate of

return on their investment of approximately 14% per annum for five

years , with ETS agreeing to return to the investor the amount

invested within 180 days of written demand by the investor .

30 . Under the program, an investor could purchase a COCOT for

$6,000 to $7,000 ( depending on when the person bought the phone)

through HFG. After keeping a certain amount for itself, HFG woul d

20

remit the difference to PSA .

31 . The investor would then have three options for th e

management of the payphones . Under the first two options, the

owner pays ETS a monthly fee for varying levels of service,

monitoring, maintenance and operation . Very few investors chose

the first two options .

32 . The third option (the "lease back" option) was selecte d

by over 95% of the investors . Under that option, ETS leased the

phone back from the investor for a fixed monthly rental payment,

and was responsible for the installation, operation, and servicing

of the payphone .

33 . Within 180 days of written demand by the investor, ET S

agreed to re-purchase the phone from the investor for the amount

the investor paid for the phone, not the amount ETS received from

HFG or the value of the payphone at the expiration of the lease .

Under this third option, the investor had no involvement in th e

operation of the pay telephone .

34 . Neither the investor nor HFG ever took possession o r

control of the phones . The phones remained at all times in the

possession and control of PSA or ETS .

35 . In their brochures , ETS, and HFG tout this investment and

the returns that can safely be made from an investment with th e

Issuers . One brochure notes : "When you take into account the

volatility of the market and low interest rates on money, thi s

21

opportunity speaks for itself . Not to mention the tax benefits it

provides . In my opinion, this rates five stars as an investment . "

36 . As part of the solicitation, Investors were provided a

color brochure from ETS . A copy of a representative brochure is

attached to this Amended Complaint . In this brochure, ETS touts to

profitability of the payphones with headings : "Watch Profits Add

Up" and "Why Are Payphones So Profitable?" Additionally, the

brochure represents that a medium volume payphone generates

approximately $2,000 in profit annually . The representations were

false as ETS was not generating a profit on the payphones, was

entirely dependent on new investors to meet its obligations to

previous investors, and in fact was operating a ponzi scheme .

Investors were also offered a video touting the safety and high

return of inventory with ETS as part of the solicitation . A copy

of the video will be filed separately with a transcript, both of

which are herein incorporated .

37 . Upon investing in ETS, the investor would receive a

letter from Charles Edwards confirming the investment, the

commencement of the payphone lease, and attaching (i) the ETS

Telephone Equipment Lease Agreement and (ii) the Option to Sell

Agreement . The letter would advise the investors that "the ÈTS

Payphone Equipment Lease Program' . .. is among the most exciting

income producing vehicles today, offering both yield and security . "

38 . ETS commingled all of the investors' money from the

22

payphone sales from PSA and the service revenues from operation of

the payphones into a single administrative account out of which it

paid the monthly lease payments to its investors . ETS maintained

no reserve to repurchase the telephones .

39 . Defendants Charles E . Edwards, HFG , Curtis G . Hayes,

Oxford Financial of Pinellas , Inc ., Steve Rodd, Insuranc e

Associates Services, Inc ., Epic Planning Group, Inc ., Robert S .

Baldwin, Richard Southerland, and Spryng T . Southerland (jointly,

the "Selling Defendants") personally and actively solicited,

offered for sale and sold these Agreements to the public through

oral presentations and written offering documents . Each of the

Selling Defendants participated in selling the Agreements for their

own personal financial gain or for The Issuers' financial gain .

40 . Defendants Charles Edwards, Jason Edwards, Curtis Hayes ,

Robert S . Baldwin, Steve Rodd, Richard Southerland, and Spryng T .

Southerland (the "Control Defendants") were officers, directors,

and/or shareholders in positions of substantial authority over

their respective corporations . The Control Defendants directly

supervised and controlled the daily operations of their respective

corporations and the manner in which the Agreements were sold in

Florida, including what information, or lack thereof, was provided

to potential investors . Said Defendants possessed the authority

and the ability to directly or indirectly exercise control over the

policies and decision-making with regard to the sale of th e

23

Agreements .

41 . Through substantially similar oral presentations and

written offering documents, investors were promised a substantial

income and rate of return if they invested in the Issuers by

purchasing the Agreements .

42 . The offering documents provided to investors included

brochures and other advertisements that touted the benefits o f

purchasing a public payphone from the Issuers, applications to

purchase an Agreement, the Bill of Sale or Purchasing Agreement,

the ETS Telephone Equipment Lease Agreement, the ETS Option to Sell

Agreement, and confirmations signed by Charles Edwards confirming

the investor's involvement with ETS (the "Offering Documents") .

43 . The written and oral sales presentations made by th e

Issuers and the Selling Defendants to potential investors were part

of a uniform and standardized sales presentation that was con-

trolled and directed by the Issuers and contained the same

misrepresentations and omissions as the offering documents .

44 . In soliciting investors, the Selling Defendants offere d

the Agreements to the public through a general solicitation .

Through these solicitations, the Selling Defendants disseminated

offering materials to potential investors in order to induce

investors into believing the Agreements were sound and legitimate

investment vehicles and that the Issuers were successful and

profitable and had the ability to satisfy the Agreements that wer e

24

being issued .

45 . In soliciting investors, Plaintiffs were not informed

that the Agreements were required to be registered as securities

under federal and state law . This information was false and

misleading, or omitted material information, in that the securities

offered and sold by Defendants constitute the offer and sale of

securities as that term is defined under federal and Florida

securities law .

46 . In addition, Plaintiffs were not informed that the

Defendants were required to be registered under Florida law in

order to sell the securities . This information was false and

misleading, or omitted material information, in that the Defendants

who participated in selling the agreements were required to be

registered under Florida's securities laws .

47 . In addition, the Selling Defendants represented that th e

Issuers would pay investors the payments set forth above . This

information was false and misleading, or omitted material

information, in that ETS was unable to pay investors the promised

returns because ETS was operating a "ponzi scheme," funneling

investors money from succeeding investors to earlier investors,

after diverting large portions of the funds to itself and its

principals . Plaintiffs were not informed that the Issuers were

losing significant amounts of money on the operation of the COCOTs

and that they were totally dependent upon new investors to pa y

25

prior investors .

48 . In addition, PSA and ETS did not register their business

opportunity in Florida as required pursuant to Florida Statutes

section 559 .80, et seq . , or provide information required by the

Act, including accurate financial information .

49 . These material statements of facts were untrue, or

omitted material facts which were necessary in order to make the

statements made not misleading in light of the circumstances under

which they were made .

50 . Plaintiffs relied upon these statements and omissions i n

investing in the Issuers . On information and belief, the

individuals in charge of the scheme and who directed all elements

of it were the Control Defendants . By reasons of their position

with their respective corporations and/or their shares of stock,

they personally orchestrated and directed this illegal scheme .

They ensured that investors were provided with untrue material

statements of facts and/or omitted material facts which wer e

necessary in order to make the statements made in the offering

documents not misleading . They also ensured that information

normally provided to investors so that investors may gauge the risk

of an investment, including audited financial statements, was not

provided .

51 . In September 2000, the SEC filed civil charges against

Defendants ETS and Charles Edwards . That complaint charged thes e

26

Defendants with violating federal securities laws by : a) failing to

register the notes as securities ; b) representing that the notes

were not required to be registered with the SEC or failing to

inform potential investors that the agreements were required to be

registered with the SEC ; and c) falsely representing or failing to

inform potential investors that ETS could not pay the agreements it

was entering into .

52 . Immediately thereafter, ETS and PSA filed for bankruptcy

protection in the District of Delaware .

53 . Despite the demands by Plaintiffs for the return of their

investment, the Issuers have refused to pay investors their

principle investment and interest .

54 . The securities sold by the Defendants constituted an

integrated offering for the following reasons : a) the same class of

securities were issued to fund the operations of the Issuers ; b)

the funds raised as a result of the sale of the securities were

part of a single plan of financing for the Issuers and were

intermingled ; c) the sales of the securities occurred at or about

the same time ; and, d) the sales of securities were made for the

same general purpose of funding the operations of the Issuers .

55 . The acts and omissions of all of the Defendants as set

forth herein constitute a conspiracy, plan, scheme, and unlawful

course of conduct which operated as a fraud and deceit on

Plaintiffs, the purpose and effect of which was to induc e

27

Plaintiffs to purchase the securities described herein and to

enable the Issuers, the Selling Defendants, and the Control

Defendants to personally profit thereby .

56 . Defendants had a fiduciary duty to act in the best

interests of Plaintiffs, in connection with the sale of the

Agreements . A special relationship of trust and confidence existed

between Plaintiffs and these Defendants, reposing in Defendants the

obligations of that of a trustee acting on behalf of Plaintiffs, in

all matters relating to the relationship .

COUNT ISECTIONS 12(1) AND 15 OF THE SECURITIES AC T

57 . Plaintiffs hereby incorporate by reference the allega-

tions of paragraphs 1-56 . Plaintiffs assert this Count against the

Selling and Control Defendants on behalf of Plaintiffs under

sections 12(1) and 15 of the Securities Act, 15 U .S .C . §§ 77(1)(1)

and 77(a) . The Agreements which were offered and sold to

Plaintiffs constitute securities as that term is defined under the

Securities Act .

58 . The Selling Defendants actively solicited, offered for

sale and sold Agreements to investors on behalf of the Issuers .

59 . The securities sold by Defendants and purchased by th e

Plaintiffs were not registered as required under section 12(1) of

the Securities Act .

60 . The securities sold by Defendants and purchased by the

28

Plaintiffs do not constitute a class of securities exempt fro m

registration under the Securities Act . The Selling Defendants are

sellers within the meaning of that term under section 12(1) of th e

Securities Act . 15 U .S .C . § 77(1)(1) .

61 . The Control Defendants by their ability to directly or

indirectly control the actions of the Issuers are control person s

within the meaning of that term under section 15 of the Securities

Act . 15 U .S .C . § 770 .

62 . The Control Defendants knew, or in the exercise of

reasonable care should have known, that the Agreements wer e

securities that were required to be registered under the Securitie s

Act .

63 . Plaintiffs have been damaged by the conduct of th e

Defendants as alleged herein .

64 . This action is brought within the applicable statute of

limitations period as set forth in section 13 of the Securities

Act, 15 U .S .C . § 77m, in that :

(a) this action is filed within one year of the earliest date

Plaintiffs in the exercise of reasonable diligence should have

discovered the violations complained of herein . Because of the

active and fraudulent concealment by the Issuers and the Control

Defendants of material information as set forth above, Plaintiffs

were unable to determine the scope of the violations and therefore

the statute of limitations was tolled until this action was filed ;

29

and

(b) this action is filed within three (3) years of the sal e

of the securities purchased by Plaintiffs .

65 . Plaintiffs hereby tender their securities to th e

Defendants .

COUNT I I

SECTIONS 12(2) AND 15 OF THE SECURITIES ACT


tions of paragraphs 1-56 .

67 . Plaintiffs assert this Count against the Selling, and

Control Defendants on behalf of the Plaintiffs under sections 12(2 )

and 15 of the Securities Act, 15 U .S .C . §§ 77(1)(2) and 77(o) .

68 . The Selling Defendants actively solicited , offered fo r

sale , and sold Agreements of the Issuers to the public through ora l

presentations and written offering documents . Such presentations

and offering documents constitute "prospectuses" within the meaning

of that term under section 12 of the Securities Act .

69 . The oral presentations and documents provided t o

Plaintiffs falsely stated and omitted material facts as set fort h

above . These untrue statements of facts were material or omitted

material facts which were necessary in order to make the statement s

made not misleading in the light of the circumstances under whic h

30

they were made .

70 . The Selling Defendants are sellers within the meaning of

that term under section 12(2) of the Securities Act . 15 U .S .C . §

77(l)(2) .

71 . The Control Defendants are control persons within the

meaning of that term under section 15 of the Securities Act . 15

U .S .C . § 77o .

72 . The Selling and Control Defendants knew, or in the

exercise of reasonable care and due diligence, should have known,

that such statements and omissions were misleading and material .

73 . Plaintiffs did not know, and in the exercise of

reasonable care, could not have known of such omissions and the

falsity of the statements .

74 . Plaintiffs have been damaged by the conduct of the




Act, 15 U .S .C . § 77m, in that :

(a) this action is filed within one year of the earliest date

Plaintiffs in the exercise of reasonable diligence should have


active and fraudulent concealment by the Issuers and the Control

Defendants of material information as set forth above, Plaintiffs


31


and



76 . Plaintiffs hereby tender their securities to th e

Defendants .

COUNT II I

SECTIONS 10B AND 20(a) OF THE EXCHANGE ACT

AND RULE 10(b)- 5



78 . Plaintiffs assert this Count against all of th e

Defendants on behalf of the Plaintiffs under sections 10b and 20 a

of the Securities and Exchange Act of 1934 and Rule 10(b)-5 .

79 . The Defendants , including ETS and the Hayes Defendants,

issued or caused to be issued offering documents, which were relied

upon by Plaintiffs, which documents falsely stated or omitted

material information as set forth above .

80 . The Defendants knew, or were reckless in not knowing, of

the materially false statements or omissions as set forth above .

Had this information been truthfully and completely disclosed,

Plaintiffs would not have invested with the Issuers .

81 . In carrying out this scheme, the Defendants acted with

scienter in that they held themselves out as being knowledgeable i n

32

the solicitation of capital from investors . Yet, in selling the

Agreements, each of the Defendants committed a patent violation of

the federal and state securities laws as the Agreements were

clearly marketed and sold to the public in such a way so as to fall

within the ambit of the these laws .

82 . Similarly, Florida requires the disclosure of certai n

information relating to the sale of business opportunities, which

ETS and PSA failed to comply . See Fla . Stat . § 559 .80, et seq . By

holding themselves out as being knowledgeable about raising capital

and the sale of business opportunities, the Defendants are presumed

to know the law as it relates to such operations . Yet, the

Defendants knew, or were reckless in not knowing, that the

Agreements being sold to Plaintiffs were sold in violation of the

law .

83 . The Defendants, including the Hayes Defendants, als o

acted recklessly in that they solicited and entrusted huge sums of

investors' money to the Issuers without : a) conducting an adequate

investigation into the financial operations of the Issuers,

including demanding to review audited financial statements ; b)

conducting an adequate investigation into whether the operations of

the retail business could support the returns promised by the

Issuers ; and c) conducting an adequate investigation into whether

the Issuers' operations were legal .

84 . The Hayes Defendants also acted recklessly in marketin g

33

and selling the COCOT Agreements based upon the following facts :

(a) they held themselves out as knowledgeable in investment s

and the payphone industry in particular - consequently they knew or

should have known ETS could never meet its obligations to th e

Investors ;

(b) they failed to adequately investigate ETS's financia l

condition, including ensuring ETS had reserves to repurchase the

phones, that ETS was in fact profitable, and failed to revie w

audited financial statements of ETS ; an d

(c) they failed to investigate or stop marketing the 0000T

Agreements even after another company , Phoenix Telecom, was found

to be in violation of Florida law in September of 1999 - on

information or belief , the Hayes Defendants were aware of this

action by the State of Florida . This information and belie f

allegation is based upon the close relationship between ETS an d

Phoenix Telecom and their respective agents .

85 . The acts and omissions of all of the Defendants as se t

forth herein constitute a conspiracy, plan, scheme, and unlawfu l

course of conduct which operated as a fraud and deceit on

Plaintiffs, the purpose and effect of which was to induce

Plaintiffs to purchase the securities described herein and to

enable the Defendants to personally profit thereby .

86 . But for the Defendants' fraudulent course of conduct, the

Agreements would not and could not have been marketed . A market

34

existed in the Agreements as a result of the Defendants' fraudulent

course of conduct, and Plaintiffs relied on the integrity of this

market and the regulatory process in purchasing the agreements .

Specifically, Plaintiffs relied upon the fact that the agreements

were entitled to be marketed, that the offering memoranda contained

complete and accurate disclosures, and/or that the Agreements were

properly entitled to an exemption from registration . If the true

facts had been properly disclosed, the offering memoranda would

have disclosed that the Agreements were worthless and thus the

Agreements could never have been marketed .

87 . All of the Defendants are liable for the violations of

section 10(b) because the securities which were sold to Plaintiffs

were part of a single integrated offer and sale of securities and

the offering documents were part of a single course of conduct to

raise funds for the Issuers and to pay "returns" to investors .

88 . By reason of the foregoing, all of the Defendant s

directly violated section 10(b) of the Exchange Act and Rule 10b-5

promulgated thereunder in that they : a) employed devices, schemes

and artifices to defraud ; b) falsely stated and omitted material

facts from the offering documents necessary to make those

documents, in light of the circumstances under which they were

made, not misleading ; and c) engaged in a course of business which

operated as a fraud and deceit upon Plaintiff in connection with

their purchase of the securities identified herein .

35

89 . As a result of the foregoing, the Issuers and the Selling

Defendants were able to successfully complete the various offerings

to investors . In particular, if the true facts had been disclosed

in the offering documents, Plaintiffs would not have purchased the

securities . In ignorance of the true facts, Plaintiffs relied, to

their detriment, on the various offering documents and the advice

provided by the Defendants .

90 . By reason of the conduct alleged herein, Defendants ar e

liable under section 10(b) of the Exchange Act . As a direct and

proximate result of the Defendants' wrongful conduct, Plaintiffs

have been damaged in connection with their purchase of securities

as the Issuers have defaulted entirely upon the payment of the

Agreements .

91 . The Control Defendants are control persons within the

meaning of that term under section 20a of the Exchange Act .

92 . The Control Defendants knew, or were reckless in not

knowing, of the materially false statements or omissions as set

forth above . Had this information been truthfully and completely

disclosed, Plaintiffs would not have invested with the Issuers .

Accordingly, the Control Defendants are liable to Plaintiffs . 15

U .S .C . § 78t(a) .



Act, 15 U .S .C . § 77m, in that :

36

(a) this action is filed within one year of the earliest dat e

Plaintiffs in the exercise of reasonable diligence, should hav e


active and fraudulent concealment by the Issuers and the Contro l

Defendants of material information as set forth above, Plaintiff s



and



COUNT IVFLA. STAT . § 517 .24 1



95 . Plaintiffs assert this Count against the Defendants o n

behalf of Plaintiffs under Florida Statutes section 517 .241 .

96 . Plaintiffs re-assert their claims in Counts I - III unde r

Florida Statutes section 517 .241, which section provides a state

securities remedy for federal securities violations . By reason of

the conduct alleged above in Counts I - III, Defendants are liable

for Plaintiffs under Florida Statutes section 517 .241 . As a direct

and proximate result of the Defendants ' wrongful conduct ,

Plaintiffs have been damaged in connection with their purchase o f

securities as the Issuers have defaulted entirely upon the paymen t

37

of the Agreements .

97 . This action is brought within the applicable statute o f

limitations period set forth in Florida Statutes section 95 .11(4e) ,

in that :

(a) this action is filed within two years of the earliest

date Plaintiffs, in the exercise of reasonable diligence, shoul d

have discovered the violations complained of herein . Because o f

the active and fraudulent concealment of material information a s

set forth above, Plaintiffs were unable to determine the scope o f

the violations and therefore the statute of limitations was tolle d

until this action was filed ; and

(b) this action is filed within five (5) years of the sale o f

the securities purchased by Plaintiffs .

98 . Plaintiffs hereby tender their securities to the

Defendants .

COUNT V

FLA. STAT . § 517 .0 7



100 . Plaintiffs assert this Count against the Selling and

Control Defendants on behalf of Plaintiffs under Florida Statute s

section 517 .07 .

101 . The Agreements which were offered and sold to Plaintiff s

were securities as that term is defined under Florida's Securitie s

38

and Investors Protection Act, Florida Statutes section 517 .021(17) .

102 . The securities sold by the Defendants and purchased b y

the Plaintiffs do not constitute a class of securities exempt fro m

registration under Florida Statutes Chapter 517 .

103 . The securities sold by the Defendants were not registere d

pursuant to Florida Statutes Chapter 517 .

104 . The Selling Defendants were sellers of the securities wh o

personally participated or aided in making the sales .

105 . The Control Defendants were directors , officers, partner s

or agents of the sellers who also personally participated or aided

in making the sales as they knew of and directly controlled the

manner in which the Agreements were sold in Florida by the Selling

Defendants .





in that :

(a) this action is filed within two years of the earlies t


have discovered the violations complained of herein . Because of




39


(b) this action is filed within five (5) years of the sale o f


108 . Plaintiffs hereby tender their securities to Defendants .

COUNT VI

FLA . STAT . § 517 .12



110 . Plaintiffs assert this Count against the Sellin g

Defendants on behalf of Plaintiffs under Florida Statutes sectio n

517 .12 .

111 . The Agreements which were offered and sold to Plaintiff s

were securities as that term is defined under Florida's Securitie s

and Investors Protection Act, Florida Statutes section 517 .021(17) .

112 . The securities sold by the Defendants and purchased b y

the Plaintiffs do not constitute a class of securities exempt fro m

registration under Florida Statutes Chapter 517 .

113 . The Defendants were not registered pursuant to Florida

Statutes Chapter 517 .

114 . The Selling Defendants were sellers of the securities who

personally participated or aided in making the sales .


Defendants as alleged herein . This action is brought within the

applicable statute of limitations period set forth in Florid a

40

Statutes section 95 .11(4e), in that :

116 . this action is filed within two years of the earlies t


have discovered the violations complained of herein . Because of





117 . this action is filed within five (5) years of the sale o f



COUNT VI I

FLA. STAT . § 517 .30 1



120 . Plaintiffs assert this Count against the Selling, and

Control Defendants on behalf of Plaintiffs under Florida Statute s

section 517 . 301 . The Agreements which were offered and sold t o

Plaintiffs were securities as that term is defined under Florida

Statutes section 517 .021(17) .

121 . The Selling Defendants issued or caused to be issue d

offering documents , which were relied upon by Plaintiffs, whic h

documents falsely stated or omitted material information as se t

forth above .

41

122 . The Control Defendants were directors, officers, partners

or agents of the sellers who also personally participated or aided

in making the sales as they knew of and directly controlled the

manner in which the Agreements were sold in Florida by the Sellin g

Defendants .

123 . The Selling and Control Defendants knew, or should have

known, of the materially false statements or omissions as set forth

above . Had this information been truthfully and completely

disclosed, Plaintiffs would not have invested with the Issuers .

124 . Plaintiffs did not know, and in the exercise o f

reasonable care could not have known, of such false statements an d

omissions .





in that :

(a) this action is filed within two years of the earliest


have discovered the violations complained of herein . Because o f





42

(b) this action is filed within five (5) years of the sale of



COUNT VII IFLA. STAT . § 501 .21 1



129 . Plaintiffs assert this Count against all of the

Defendants on behalf of Plaintiffs under Florida Statutes section

501 .211, Florida's Deceptive and Unfair Trade Practices Act .

130 . For the reasons previously set forth, the sale of th e

Agreements which were offered and sold to Plaintiffs constitute an

unfair method of competition, unconscionable act or practice, and

an unfair or deceptive act or practice in that the Defendants : a)

employed devices, schemes and artifices to defraud ; b) falsely

stated and omitted material facts from the offering documents

necessary to make those documents, in light of the circumstances

under which they were made, not misleading; and c) engaged in a

course of business which operated as a fraud and deceit upon

Plaintiffs in connection with their purchase of the securities

identified herein .

131 . As a result of the foregoing, the Issuers and the Selling

Defendants were able to successfully complete the various offerings

to investors . In particular, if the true facts had been disclose d

43

in the offering documents, Plaintiffs would not have purchased the

securities . In ignorance of the true facts, Plaintiffs relied, to

their detriment, on the various offering documents and the advice

provided by the Defendants .




limitations .

COUNT IXBREACH OF FIDUCIARY DUTY




Defendants on behalf of Plaintiffs .

136 . Defendants had a fiduciary duty to act in the best

interests of Plaintiffs, in connection with the sale of the

Agreements . A special relationship of trust and confidence existed

between Plaintiffs and these Defendants, reposing in Defendants the

obligations of that of a trustee acting on behalf of Plaintiffs, in

all matters relating to the relationship .

137 . Defendants breached their fiduciary duties to th e

Plaintiffs . The Defendants knew, or should have known, of th e

materially false statements or omissions as set forth above . Had

this information been truthfully and completely disclosed ,

44

Plaintiffs would not have invested with the Issuers .



omissions .

139 . As a proximate cause of Defendants conduct, Plaintiffs

have been damaged .


limitations .

COUNT X

CONSPIRACY




Defendants on behalf of Plaintiffs .

143 . The acts and omissions of all of the Defendants as se t

forth herein constitute a conspiracy , plan, scheme , and unlawfu l

course of conduct which operated as a fraud and deceit o n

Plaintiffs, the purpose and effect of which was to induc e

Plaintiffs to purchase the securities described herein and t o

enable the Issuers, the Selling Defendants, and the Control

Defendants to personally profit thereby .



omissions .

45

145 . As a proximate cause of Defendants conduct, Plaintiff s

have been damaged .


limitations .

PRAYER

WHEREFORE , Plaintiffs, on their own behalf, respectfull y

request that this Court :

(a) award Plaintiffs their damages, including prejudgmen t

interest, under each of the counts of this Complaint ;

(b) award Plaintiffs their attorneys' fees ;

(c) award Plaintiffs their costs and expenses under each o f

the counts of this Complaint ; and

(d) award Plaintiffs such further relief as is appropriate i n

the interests of justice .

DATED this day of April, 2002 .

STEVEN P . SEYMOEFla . Bar No . 501750KEN ABELEFla . Bar No . 254370Ausley & McMullenPost Office Box 391Tallahassee, FL 32302Telephone : (850) 224-9115Fax : (850) 222-756 0

Attorneys for Plaintiff s

46

CERTIFICATE OF SERVICE

I hereby certify that a copy hereof has been furnished by U .S .Mail this C1' day of April, 2002, to the following :

Gary C . Rosen, EsquireBecker & Poliakoff, P .A .3111 Stirling Roa dFt . Lauderdale, FL 33312-652 5

Michael K . Wolensky, EsquireEthan H. Cohen, EsquireKutak Rock LL PSte . 2100 Peachtree Center South Tower225 Peachtree Street N .E .Atlanta, GA 30303-173 1

H . Michael Dever, EsquireDouglas M . Robinson, EsquireMaureen M . Councill, EsquireFriedman Dever & Merlin LL C3340 Peachtree Road N .E ., Suite 2150Atlanta, GA 30326-108 4

Vincent D' Assaro , EsquireHunter A . Hall, Esquir e111 North Orange Avenue , Suite 1575Orlando, Florida 3280 1

Robert S . Baldwin2227 Beneva TerraceSarasota , Florida 34232

44c"--~Attorne y

47

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