A Pennsylvania-based corporation settled with a New York-based company in a suit seeking declaratory relief, injection, and damages after the sale of a gaming company.
After Tamino Minerals Inc. filed suit on Sept. 19 in the U.S. District Court for the Eastern District of Pennsylvania against Beaufort Capital Partners LLC, citing fraud and unjust enrichment, the two sides have mutually agreed to settle the litigation, according to plaintiff counsel Donald R. Keer.
According to the complaint, Tamino Minerals is a non-reporting public company that is listed on the over-the-counter market, known as Pink Sheets, having the symbol TINO. The plaintiff obtained the Pink Sheet listing as part of a forward acquisition with eGames Inc., a Pennsylvania-based company specializing in the development of electronic games. Prior to the forward acquisition, eGames Inc. had acquired Heyday Games Inc., including all debt owned by Heyday Games Inc.
Tamino Minerals entered into an agreement with Beaufort Capital on July 29, 2014, according to the complaint, and purchased a note issued to Creative Capers Inc. Creative Capers was allegedly owed $50,000 by HeyDay Games. The note itself has a face value of $75,000. The original issue discount convertible promissory note was signed by both parties.
The defendant allegedly converted debt from the Creative Capers note to common stock starting immediately upon the execution of the agreement and note, the complaint states. The defendant obtained a total of 4,405,556 shares which were converted in accordance with the both notes at the lower $0.01 trading price of the prior 20 trading days and sold the shares at market price for the common stock.
Tamino Minerals sent $17,000 to Beaufort Capital to retire the original discount convertible promissory note. The amount was based on the debt converted to common stock, according to the suit. However, the defendant has "refused to execute the settlement documents," the complaint states.
Tamino Minerals sought relief from the defendant being permanently enjoined from any and all further attempts to convert any claimed remaining debt, to have and recover against the defendant all costs associated with attorney fees, filing costs, and other associated fees, as well as a sum to be determined by a jury of peers in the form of actual damages. The plaintiff also sought relief for damages as a result of the violations, cost of litigation as provided, and any other relief the county deemed just and proper.
The plaintiff is represented by Donald R. Keer of Doylestown.
U.S. District Court for the Eastern District of Pennsylvania case number 2:15-cv-05126-GAM.