luis@aguilar.pro or laa@laaguilar.com or laaguilar@aguilarfirm.com (PGP Services Enabled). Via: U. S. Mail

Transcription

1 Luis Alejandro Aguilar P. Abogado. Aguilar & Aguilar, Abogados. Tel , , Fax Mob luis@aguilar.pro or laa@laaguilar.com or laaguilar@aguilarfirm.com (PGP Services Enabled). Boca Raton, Florida, February 11, Gregg Abbot, Esq. Attorney General of the State of Texas Office of the Attorney General Consumer Protection Division PO Box Austin, TX Dear Mr.Abbot, Via: U. S. Mail Re.: Complaint filed online on at 8:38 pm. with the Consumer Protection Division.. I am writing to you to find out the actions taken by the Office of the Attorney General concerning this matter. Letters to the Consumer Protection Division and to the White Collar Crime and Public Integrity Section were mailed dated December 15, Exhibits have been already sent to your office. The complaint, as amended, was the following: My name is Luis Alejandro Aguilar Pardo, 56 years old, with address at 3801 Bridgewood Drive, Boca Raton, Florida Ph luis@aguilar.pro. I am an attorney authorized to practice law in Venezuela only and I am not allowed to practice law in the United States of America. I have no legal counsel. I was a director of Chocolates El Rey, Inc., a Delaware corporation, registered in the State of Texas as a Foreign For - Profit Corporation, Filing Number , on September 22, 1995, with address at P.O. Box 853, Fredericksburg, TX and whose registered agent is Randall M. Turner with address at 8106 RR 1631 (P. O. Box 853), Fredericksburg, TX The 2012 Texas Franchise Tax Public Information Report shows the principal office s address as 1324 W. Clay, Houston, TX The corporate structure to which Chocolates El Rey, Inc. belongs is shown in Exhibit 1 attached hereto. Tel , Dir. Fax or

2 Luis Alejandro Aguilar P., Abogado. 2 From information and belief, Chocolates El Rey, Inc. has or had three shareholders: Antitox CV (a limited partnership whose ultimate beneficial owner is Jorge Mateo Redmond Schlageter), Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust (previously known as ChocoRey Inc. Matrix Trust), and - directly or indirectly - Randall M. Turner. The purpose of Chocolates El Rey, Inc. is to purchase and import chocolate from Chocolates El Rey, C.A., a Venezuelan company doing business in Venezuela which is or was owned and controlled in more than 80% by Jorge Mateo Redmond Schlageter through Antitox CV and other companies, and to distribute and resell that chocolate within U. S. A. to U.S.A. customers. I was lead to believe that the sales prices of the export/import purchases of chocolate were agreed upon at fair market value prices and that there were no price transfer issues involved. From information and belief, it turned out that Chocolates El Rey, Inc. accumulated cash from its sales of chocolate and failed to pay its debts to Chocolates El Rey, C.A. During the events to which this complaint refers to, I was director of Chocolates El Rey, Inc. together with Jorge Mateo Redmond Schlageter (Jorge Redmond; Director and Chairman), Randall M. Turner (Director, President and Registered Agent), and Kenneth Miller Chavez (Kenneth Miller; Director). All we four were also directors of Chocolates El Rey, C.A. I resigned to the office of director of Chocolates El Rey, Inc. on July 22, I represent Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust (previously known as ChocoRey Inc. Matrix Trust) who is shareholder of Chocolates El Rey, Inc. Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust owns 268 shares issued by Chocolates El Rey, Inc. Please find attached as Exhibit 2 the shares certificate issued by Chocolates El Rey, Inc.). From information and belief, Jorge Mateo Redmond Schlageter (Jorge Redmond; Director and Chairman), and Randall M. Turner (Director, President and Registered Agent), misdirected, without authorization, funds of Chocolates El Rey, Inc. towards a company named Aroa Fine Chocolates, LLC, a Delaware limited liability company registered as a foreign limited liability company in the Commonwealth of Massachussetts, allegedly owned by Antitox CV (whose ultimate beneficial owner is Jorge Mateo Redmond Schlageter), and - directly or indirectly by Randall M. Turner which were used to finance the operations of the said Aroa Fine Chocolates, LLC. Tel , Dir. Fax or

3 Luis Alejandro Aguilar P., Abogado. 3 From information and belief, Jorge Mateo Redmond Schlageter (Jorge Redmond; Director and Chairman), and Randall M. Turner (Director, President and Registered Agent), extended unauthorized terms of credit to Aroa Fine Chocolates, LLC in its purchases of chocolate from Chocolates El Rey, Inc. From information and belief, Jorge Mateo Redmond Schlageter, and Randall M. Turner made available to Antitox CV and to Jorge Mateo Redmond Schlageter resources and services provided by Chocolates El Rey, Inc. for the benefit of the said Jorge Mateo Redmond Schlageter, and Antitox CV. From information and belief, Jorge Mateo Redmond Schlageter, and Randall M. Turner attempted to, or succeded in, defrauding Chocolates El Rey, Inc. and the remaining shareholders by means of one or several transactions the objective of which was to funnel funds of Chocolates El Rey, Inc. to Antitox CV [and possibly to other(s)] in order to ultimately have Chocolates El Rey, Inc. assuming the burden of repaying principal and interests of the funds that were misdirected by means of a schema which consisted in Chocolates El Rey, Inc. purchasing its own shares issued to Antitox CV. I must point out that I am still investigating the ownership of the shares issued by Chocolates El Rey, Inc. to Antitox CV, a limited partnership, and whether or not Antitox CV is still controlled by its known partners, and, if not, when, how and who modified the corporate structure of Antitox CV, its partners or transferred its assets. On November 2, 2010, Ms. Patricia D. Vanderlyn, CPA who served as accountant of Chocolates El Rey, Inc., Antitox, CV and Redko, N.V., a Curaçao corporation directly or indirectly owned by Jorge Mateo Redmond Schlageter - sent an to Mr. Jorge Mateo Redmond Schlageter in which I was copied. The text (in extract) of the reads, in pertinent part, as follows: Rand wanted me to you with the following re: getting Aroa off of Chocolates El Rey's books, as we are still carrying a large amount of Aroa's debts on CER USA's books - and I came up with the following idea - if that works for you. Antitox is an owner of Chocolates El Rey. CER USA can buy Antitox's stock for the amount of Aroa's debt plus whatever other costs there are remaining to dissolve Aroa and get rid of the lease liability. CER puts the stock into Treasury Stock - Antitox uses the money to pay Aroa's debt to CER USA and to dissolve Aroa. Tel , Dir. Fax or

4 Luis Alejandro Aguilar P., Abogado. 4 Any gain Antitox might have on the sale of the stock would be offset by the losses they've got on the Antitox investment in Aroa. We can structure this so that Antitox remains the majority shareholder of CER USA. In the text copied above from the dated November 2, 2010, Antitox refers to Antitox CV, Rand refers to Randall M. Turner, Aroa refers to Aroa Fine Chocolates, LLC, a Delaware limited liability company registered as a foreign limited liability company in the Commonwealth of Massachussetts, owned directly or indirectly by Jorge Mateo Redmond Schlageter and/or allegedly Randall M. Turner, CER and CER USA refer to Chocolates El Rey, Inc. On November 4, 2010, I received the following explanation from Ms. Patricia Vander Lynn: Aroa owes CER USA a bunch of money - I'll have to calculate exactly how much. We are also going to have to spend CER money to get out of Aroa's lease (hopefully to be replaced by the sale of equipment). We're carrying Aroa's debt on CER's books. Since Antitox is the majority owner of Aroa, the only way we can think of to get Aroa's debt settled is to have CER buyback the stock of Antitox and put it in Treasury Stock (Antitox has shares of CER USA), and Antitox can use that money to pay off Aroa's debt to CER. That way, we get Aroa's debt off CER's books, Antitox offsets any gain with it's accumulated losses on it's investment in Aroa, and we can dissolve Aroa. We're always open to any ideas. On February 14, 2011, Ms. Patricia D. Vanderlyn, CPA, circulated an which was forwarded to me by Randall M. Turner on February 15, 2011 which read as follows: Here's what I was mulling over: This re-organization would have to be done by someone who is an expert in tax-free corporate reorganizations and who understands the legal and tax implications of foreign corporations (Antitox and Redko are foreign companies - and Luis has all kinds of other things going on with Antitox and it's investments). Also, not sure of tax implications - that would have to be worked out by the corporate re-organization people. Tel , Dir. Fax or

5 Luis Alejandro Aguilar P., Abogado Antitox is a large shareholder of El Rey. El Rey buys back Antitox's stock and puts it in Treasury stock. 2. Antitox uses the cash to make a capital contribution to Aroa. 3. Aroa uses the cash to pay what it owes to Redko. 4. Aroa is dissolved. 5. Redko's assets and liabilities (including the cash it just got from Aroa) are transferred to El Rey in exchange for El Rey stock (at the market value of the assets) Now, the only asset Redko owns is El Rey stock. 6. Redko is dissolved and it's only asset - the stock in El Rey - is distributed to the sole shareholder of Redko - we're not actually sure who or what this is? 7. Antitox transfers all it's assets to CER, Inc. in exchange for CER, Inc. stock. - assets are valued at fair market value. What would this accomplish: a. All assets and liabilities end up at El Rey and El Rey would have to make the debt payments. b. Get rid of all the hassle or Redko, Antitox and Aroa. c. El Rey is the owner of the apartment - and as of last week, that creates a big New York State tax problem we need to talk about!! On March 1, 2011, Randall M. Tuner sent an with the following text: Patti, Please expedite getting with Luis and working with him the best way to consolidate entities in such a manner that the current Redko debt can be absorbed into and serviced by CER. On the same March 1, 2011, Ms. Patricia D. Vanderlyn, CPA circulated an with the following text: Redko owes Bierschwale Rees around $500,000. Aroa owes Redko the same. What Rand is trying to accomplish is to transfer that debt to CER, Inc. so CER, Inc. has to service that debt. We also really need to get Aroa dissolved. The only way I know to do that is to have Redko write off the Aroa's debt to Redko, and Tel , Dir. Fax or

6 Luis Alejandro Aguilar P., Abogado. 6 have CER, Inc. purchase all the assets and liabilities of Redko, which includes a bunch of real estate partnerships and the New York apartment. On March 2, 2011, I wrote the following to Ms. Patricia D. Vanderlyn, CPA. As a director, I would like you to give me a complete report of what happened since the creation of Aroa and what does Redko NV have to do with CER, Inc. No information, report or brief have ever been provided. On March 2, 2011, Jorge Mateo Redmond Schlageter sent an to Luis Alejandro Aguilar Pardo with the following explanation about his behavior (unofficially translated into English from its original in Spanish): As in regards to my savings overseas, what happened with Aroa was extremely unfortunate but I am the one responsible for it. I would have wished to return those funds with others arising out of sales of assets here [in Venezuela] but that has not happened. In this paragraph, overseas means U.S.A., and/or Switzerland and/or Linchenstein. The original text in Spanish is quoted below: En cuanto a mis ahorros afuera, lo de aroa fue extremadamente desafortunado, pero yo soy el responsable. Hubiera querido reponer esos fondos con otros provenientes de ventas de bienes aqui - pero no se ha dado. On April 4, 2011, Jorge Mateo Redmond Schlageter sent an which read (unofficially translated into English from its original in Spanish): Here it is the document for the transaction to absorb the debt that today REDKO has because of the loan to Aroa. The idea is for Antitox to sell shares of El Rey Inc. to El Rey, Inc. And the latter pays the loan in a 10-years program. This gives me time to solve Tel , Dir. Fax or

7 Luis Alejandro Aguilar P., Abogado. 7 my cash crunch. I hope to be able to repurchase all this before the first 3 years. The original text in Spanish is quoted below: He aquí el documento para la transacción de absorber la deuda de que hoy tiene REDKO por crédito de Aroa. La idea es que Antitox le vende acciones de El Rey Inc. a El Rey, Inc. Y esta paga el crédito en un programa de 10 años. Esto me da tiempo para resolver mi Crunch de cash. Espero poder recomprar todo esto antes de los primer 3 años. The document referred to in the quoted above is attached as Exhibit 3. On April 9, 2011, Randall M. Turner sent an which read as follows: While it is fresh on my mind, I want to recap my recollection of those matters discussed earlier today in a lengthy and thorough conversation with Luis Alejandro. The intention is to proceed with the transactions by which CER, Inc. (CER) purchases from Antitox CV (Anti) at book value some 630 CER shares owned by the latter; and for those funds received by Anti from said sale of its CER shares to flow from Anti to Aroa (90% owned by Anti); then from Aroa to Redko NV (Redko) in repayment of debt incurred by the former; then from Redko to the ultimate lender with which loan documents are being currently drawn up for an April closing, all in a manner that is transparently and properly accountable under GAAP, US law and in accordance with Internal Revenue reporting requirements. CER shareholders meeting minutes approving the stock purchase will be drawn and signed by the shareholders and/or the legal representatives thereof. Luis Alejandro will sign for Amix Harbour (Amix) and Anti. CER directors meeting minutes approving the stock purchase will be drawn and signed presumably by all the directors thereof. Tel , Dir. Fax or

8 Luis Alejandro Aguilar P., Abogado. 8 CER directors meeting minutes will be required to correct for inadvertent omissions reflecting that Jorge Redmond was duly elected Chairman of CER each and every year of its existence. CER shareholders meeting minutes will be required to correct for inadvertent omissions reflecting Amix as a shareholder of CER. Jorge Redmond will sign the Promissory Note payable to Anti. Jorge Redmond and Luis Alejandro will sign the Stock Purchase Agreement on behalf of CER and Anti, respectively. Anti and Amix minutes and/or other appropriate documentation approving their respective actions, will be prepared by Luis Alejandro who will sign same or obtain the appropriate signatures. CITCO's Managing Director based in Curacao will sign for Redko all financing documents required by the New York title company. For years Lantana Corporation has held the bearer shares in Redko for the benefit of Jorge Redmond; however, for some time now (?) Antitox Ltd. New Zealand (AntiNZ) has been the owner of Redko. Ergo, Lantana Corporation can no longer hold these bearer shares. They must be delivered to the appropriate party at this time, and such partywill then have to register with CITCO Curacao and sign the Certificate of Deposit and Voting Instructions Extraordinary Meeting of (Redko) Shareholders which document instructs the CITCO Managing Director how to vote on the matter of Redko borrowing funds. All of the above is doable only iwhen the matter of how to properly and correctly account for and record the flow of funds from Anti to Aroa (90% owned by Anti). Separately, Patti will the 2009 Anti tax return which he will sign and into the IRS copying this office. Tel , Dir. Fax or

9 Luis Alejandro Aguilar P., Abogado. 9 These transactions have brought to light a multitude of issues, which give cause to strongly recommend, if not insist, that managing and accounting for Redko and Antitox need to be removed from these offices and put into the hands of someone expert in the matters of offshore entities doing business in the US. This office is not in a position to handle accounting and tax matters for these entities. The US government has become intensely vigilant of everything that goes on with offshore entities that however slightly are doing business in this country. In the above paragraph, CITCO means a Curaçao based company provider of offshore trust and corporate services. On April 9, 2011, I sent the following (unofficially translated into English from its original in Spanish): I wish to state the following: 1.- The transaction has to 100% satisfactory under the laws of Delaware and for the IRS. I am not going to assume personal liabilities for stock redemptions that might later subject me to criticism. 2.- The transaction must be well structured from the point of view of the deducibility for income tax. 3.- [Omissis] 4.- I do not wish to have difficulties with Astrid Milagros Horn Schirmer [wife of Jorge Mateo Redmond Schlageter] nor with the children of Jorge and Astrid Jorge Alfredo and Astrid Kristina and I wish that they be informed of the situation. 5.- I state clear that my opinion is that this transaction is a very bad example since ChocoRey Inc. is financing the losses of the members of a business that failed Aroa that has nothing to do with the business of ChocoRey Inc. 6.- I believe that there are very important conflicts of interests and I will only act when I be sure in conscience that the conflicts of interests are covered and resolved. 7.- I will sign everything which is necessary if everything set out in 1 to 6 and the correctness is accomplished. As well as Rand, I am not in age for games and risks. Tel , Dir. Fax or

10 Luis Alejandro Aguilar P., Abogado [Omissis] I wish to leave it very clear: no matter what I had said or promised. If what we are to execute is legal and ethical, you may count me on 100%. I have to be convinced, though. If it is illegal or dubious, do not count with me. [Omissis] The matter of informing Astrid is very, very important. I have kept Astrid protected from assuming liabilities of ChocoRey even though you have tried to make her guarantor of ChocoRey. I have not allowed it and I do not wish to fail to Astrid. In the above paragraph, Jorge Alfredo and Astrid Kristina mean the children of Jorge Mateo Redmond Schlageter and Astrid Milagros Horn Schirmer and ChocoRey means Chocolates El Rey, C.A. The original text in Spanish is quoted below: Quiero significar lo siguiente: 1.- La transacción debe ser 100% satisfactoria para las leyes de Delaware y para el IRS. Yo no voy a asumir responsabilidades personales por redenciones de acciones que puedan serme luego criticadas. 2.- La transacción debe ser bien estructurada desde el punto de vista de la deducibilidad de impuesto sobre la renta. 3.- [Omissis] 4.- No deseo tener dificultades con Astrid Milagros Horn Schirmer ni con los hijos de Jorge y Astrid - Jorge Alfredo y Astrid Kristina - y deseo que ellos sean informados de la situación. 5.- Dejo claro que opino que esta transacción es un muy mal ejemplo ya que ChocoRey Inc. está financiando a los socios de un negocio fallido Aroa que nada tiene que ver con el negocio de ChocoRey Inc. 6.- Creo que hay conflictos de intereses muy importantes y solamente actuaré cuando en conciencia esté seguro que los conflictos de intereses están cubiertos y resueltos Firmaré todo lo que sea necesario firmar si todo lo expuesto de 1 a 6 y lo correcto se cumple. Igual que dijo Rand, no estoy en edad para juegos ni riesgos. Tel , Dir. Fax or

11 Luis Alejandro Aguilar P., Abogado [Omissis] Quiero dejar algo claro: no importa lo que haya dicho o prometido. Si lo que vamos a hacer es legal y ético, pueden contar conmigo 100% Tengo que estar convencido. Si es ilegal o dudoso, no cuenten conmigo. [Omissis] El tema de informar a Astrid es muy, muy importante. He mantenido a Astrid desvinculada de las obligaciones de ChocoRey aun cuando han intentado convertirla en fiador de ChocoRey. No lo he permitido y no quiero fallarle a Astrid. After the last quoted, I was set aside. On January 25, 2012, after learning of other corrupt practices having taken place in Chocolates El Rey, C. A. by Messrs. Jorge Mateo Redmond Schalegeter, with the alleged complicity of, at least, Astrid Kristina Redmond Horn, Rafael Alfonzo Hernández, Germán Toro Arévalo and Randall M. Turner, Messrs. Jorge Mateo Redmond Schlageter and Randall M. Turner were given notice that their powers to represent Amix Harbour Chocolates Prima Limited and Antitox CV had been revoked. On January 27, 2012, after learning of other corrupt practices having taken place in Chocolates El Rey, C. A., I sent the letter attached as Exhibit 4. The same request has been made afterwards with no results. On March 23, 2012, all directors of Chocolates El Rey, Inc. and Chocolates El Rey, C.A. were officially given actual notice of the irregularities pursued by Jorge Mateo Redmond Schlageter and Randall M. Turner. I am not aware of any actions adopted or taken by the directors of Chocolates El Rey, Inc. neither the directors of Chocolates El Rey, C.A. On August 27, 2012, Randall M. Turner filed Chocolates El Rey, Inc. Texas Franchise Tax Public Information Report. I do not know of any actions adopted by director of both: Chocolates El Rey, Inc. and Chocolates El Rey, C.A., Kenneth Miller Chávez, who appears in the 2012 Texas Franchise Tax Public Information Report as a reelected director of Chocolates El Rey, Inc. Of particularly important relevance has been the collective illegal behavior adopted by Jorge Tel , Dir. Fax or

12 Luis Alejandro Aguilar P., Abogado. 12 Mateo Redmond Schlageter, and directors of Chocolates El Rey, C.A. Astrid Kristina Redmond Horn, Rafael Alfonzo Hernández and Germán Toro Arévalo who by themselves or in complicity with broker dealer branch manager John Gayle Pettus Jaso (Oppenheimer & Co. Inc., Ney York based brokerage house) have exerted all kind of efforts to allegedly gain control of the funds of a non for profit organization apparently for their own benefit. The matters concerning Oppenheimer & Co., Inc. are under investigation by the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission and the New York State Attorney General. Complaints have been filed with the aforementioned agencies. (See Exhibits 5 and 6). Jorge Mateo Redmond Schlageter, Astrid Kristina Redmond Horn, Rafael Alfonzo Hernández and Germán Toro Arévalo are bound to answer and held accountable by an arbitrator in accordance with the contractual governing rules concerning conflict resolution in this particular case. We expect that the Office of the Attorney General of the State of Texas investigate if there has been any criminal actions incurred by Jorge Mateo Redmond Schlageter, Randall M. Turner, Kenneth Miller Chavez in complicity with Astrid Kristina Redmond Horn, Rafael Alfonzo Hernández and Germán Toro Arévalo. Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust has not received notices of any shareholders meetings. Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust nor Antitox CV has not consented to the repurchase agreement. The number of authorized shares of Chocolates El Rey, Inc. is 10,000. From information and belief, the number of shares issued by Chocolates El Rey, Inc. was 1,000 shares. The number of shares that were to be purchased by Chocolates El Rey, Inc. from Antitox CV was 630 shares. Since the purchase price which was supposed to represent the book value of the shares - was set at US$ 500,000 that means that each share was valued at US$ If the above is true, it should follow that the 268 shares owned by Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust for the benefit of all the shareholders of Chocolates El Rey, C.A. are valued US$ 212, before the repurchase agreement if it was indeed executed. Tel , Dir. Fax or

13 Luis Alejandro Aguilar P., Abogado. 13 If the above is true, it follows then that Chocolates El Rey, Inc. had accumulated US$ 793, in undistributed profits. Now, if the shares owned by Antitox CV were effectively acquired by Chocolates El Rey, Inc. and were tagged as treasury stock, then the larger shareholder today of Chocolates El Rey, Inc. is Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust since it owns 268 shares of a total of issued shares in circulation of 470 shares which menas that Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust owns 57.02% of the shares of Chcolates El Rey, Inc. The conjecture of Amix Harbour Chocolates Prima Limited as trustee of the USA Matrix Trust is that it may be a victim of corrupt practices perpetrated by or in complicity with Jorge Mateo Redmond Schlageter, Randall M. Turner, Kenneth Miller Chavez, Astrid Kristina Redmond Horn, Rafael Alfonzo Hernández and Germán Toro Arévalo. Your Sincerely, Luis Alejandro Aguilar P. Tel , Dir. Fax or