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Angelique De Maison, Derivatively, On Behalf of Clairnet, Ltd., Etc. v. Clairnet

April 30, 2013

ANGELIQUE DE MAISON, DERIVATIVELY, ON BEHALF OF CLAIRNET, LTD., ETC.
v.
CLAIRNET, LTD., ET AL.



The opinion of the court was delivered by: Honorable VIRGINIA A. Phillips, U.S. District Judge

CIVIL MINUTES -- GENERAL

PRESENT: HONORABLE VIRGINIA A. PHILLIPS, U.S. DISTRICT JUDGE

Marva Dillard None Present Courtroom Deputy Court Reporter ATTORNEYS PRESENT FOR PLAINTIFFS: ATTORNEYS PRESENT FOR DEFENDANTS: None None PROCEEDINGS: MINUTE ORDER DENYING PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION (DOC. NO. 4) (IN CHAMBERS)

Plaintiff Angelique De Maison brings this shareholder derivative action arising out of an agreement between ClairNet, Ltd., formerly known as WikiFamilies, Inc. ("ClairNet") and a Hong Kong-based company to exchange shares and assets, along with a subsequent failure to file securities disclosures. Plaintiff's Motion for Preliminary Injunction (Doc. No. 4) came before the Court for hearing on April 22, 2013. For the reasons expressed below, the Court DENIES the Motion.

I. BACKGROUND

Factual Background ClairNet is a publicly-held corporation organized under the laws of Nevada. (Compl. ¶ 12.) Its common stock is registered with the United States Securities and Exchange Commission ("SEC") and traded under the symbol WFAM on OTC Markets Group, Inc.'s Pink Sheets. (Id.) Plaintiff and her associates have invested approximately $1 Million into ClairNet. (Compl. ¶ 23.) Plaintiff oversaw the filing of ClairNet's securities reports for an unspecified period of time. (Id.)

In March 2011, ClairNet acquired WikiFamilies, SA, which owned a social networking website. (Compl. ¶ 15.) ClairNet invested hundreds of thousands of investor dollars in improving the website. (Id.) WikiFamilies, SA constituted nearly all of ClairNet's assets. (Id.) Before September 7, 2012, ClairNet entered into a Rescission Agreement with WikiFamilies, SA, canceling ClairNet's acquisition and returning all consideration. (Compl. ¶ 15 & Ex. 4.) As part of the rescission, ClairNet cancelled certain stock that had been given to the WikiFamilies, SA management control group. (Compl. ¶ 15.) ClairNet did not notify its shareholders of the rescission or seek their approval before entering into the agreement. (Id.) After the rescission, Plaintiff and other shareholders held the majority of shares in the company. (Id.)

On September 7, 2012, ClairNet entered into an Exchange Agreement with Defendant ClairNet, Ltd. (Hong Kong) ("CHK"). (Compl. ¶ 14.) Through the Exchange Agreement, ClairNet acquired all of CHK's outstanding securities, and CHK's shareholders acquired newly issued shares of ClairNet common stock equivalent to 75% of all shares outstanding (including the new shares). (Compl. ¶ 14 & Ex. 2.) ClairNet also entered into a Technology Licensing Agreement with CHK, through which ClairNet obtained the rights to license CHK's "video search engine technology." (Compl. ¶ 14 & Ex. 3.) ClairNet did not give its shareholders notice of the transaction. (Compl. ¶ 14.) ClairNet also appointed a new board of directors, including Defendants John Karlsson, Vincent Qi, and David Clayton. (Compl. ¶ 16 & Ex. 2, at 14.)

Plaintiff asserts Clairnet had no authority to execute the Exchange Agreement without first filing documents with the SEC and asking for shareholder approval. (Compl. ¶ 17.)

Since merging with CHK, ClairNet has failed to file reports with the SEC and has not held any shareholder meetings. (Compl. ¶¶ 12, 18.) As a result of this failure, OTC Markets Pink Sheets has downgraded ClairNet's stock to a "yield" symbol. (Compl. ¶ 12.) The Company has not changed its name with the SEC or the Financial Industry Regulatory Agency ("FINRA"). (Compl. ¶ 18.) ClairNet is insolvent, has no capital, and has not carried on any business since it merged with CHK. (Compl. ¶ 25.)

Procedural History

Plaintiff filed a Complaint against Defendants CHK; John Karlsson; David Price; Vincent Qi; David Clayton; Continental Stock Transfer & Trust ("Continental"); and ClairNet, as a nominal Defendant, on March 14, 2013, asserting one claim for Rescission and Restitution, and a second claim for Declaratory Relief and Injunctive Relief (Doc. No. 1). On the same day, Plaintiff filed this Motion for Preliminary Injunction (Doc. No. 4). In support of her Motion, Plaintiff filed the Declaration of Trisha Malone ("Malone Declaration"); the Declaration of Kenneth Eade ("Eade Declaration"); the Affidavit of Zirk Engelbrecht ("Engelbrecht Declaration"); and fifteen exhibits. (Id.)

Plaintiff filed a stipulation to dismiss Continental on April 5, 2013 (Doc. No. 13). On April 10, 2013, at Plaintiff's request, the Clerk of Court entered default against ClairNet (Doc. ...


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