satter
6時間前
There was a hearing where Roxanna Green as you know testified by Zoom. The court is tasked with ruling on two motions and a counterclaim. One motion filed by Miro is requesting that the court appoint a limited receiver, or a corporate monitor over Hiru's stock ledger, share issuance, and transfer-agent functions. As you also now know Roxanna Green's testimony was harmful. So seeing their sudden audit announcement I saw that as court damage control, public relations also. Below is the motion.
IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA CIVIL DIVISION HIRU CORP., Plaintiff, v. BAYERN INDUSTRIES LLC, et al., ______________________________________/ Case No.: 50-2026-CA-000162-XXXA-MB Division: AK Defendants.
DEFENDANTS’ EMERGENCY MOTION FOR APPOINTMENT OF A LIMITED RECEIVER OR, ALTERNATIVELY, A CORPORATE MONITOR OVER HIRU’S STOCK LEDGER, SHARE-ISSUANCE, AND TRANSFER-AGENT FUNCTIONS
1. Defendants/Counterclaimants BAYERN INDUSTRIES LLC (“Bayern”), MIRO Z (“Miro”), and ANDREA ZECEVIC (“Andrea”) move on an emergency basis for appointment of a limited receiver or, at minimum, a corporate monitor with narrowly tailored authority over HIRU’s stock ledger, share-issuance machinery, preferred conversions, treasury movements, and transfer-agent communications. Defendants do not seek to place HIRU’s entire business into receivership. They seek targeted equitable control over the very machinery HIRU is using to change the subject matter of this litigation while this case is pending.
2. This is precisely the kind of extraordinary situation that justifies extraordinary but measured interim relief. HIRU’s own annual report shows that it increased outstanding common shares from 4,462,000,000 to 6,960,000,000 in one year; issued 2,498,000,000 shares to insiders, affiliates, and purported consultants; converted 1,050,000 preferred shares into 1,050,000,000 common shares after changing the conversion ratio; issued 515,000,000 shares to the person identified with its accounting or auditing function; paid 50,000,000 shares to a key corporate witness; and purported to “rescind” Bayern’s $1.4 million loan agreement and remove related instruments from the company’s books while this case remained pending.
3. No private corporate actor should be allowed to keep altering the stock ledger, transfer records, and capital structure under those circumstances. If the Court concludes that a full limited receivership is more than necessary, it should at minimum appoint a neutral corporate monitor with veto power over further stock-ledger events unless approved by the Court. I.
CERTIFICATION OF EMERGENCY
4. The motion is emergent because HIRU is still in possession of the instruments of harm: the corporate books, the shareholder ledger, the board’s claimed issuance authority, the preferred-share conversion rights, and the continuing ability to instruct Empire Stock Transfer, Inc. to process further transactions. Once those steps occur, the resulting dilution and ledger contamination become increasingly difficult to unwind with confidence.
II. FACTUAL BASIS FOR TARGETED CUSTODIAL RELIEF
5. HIRU’s annual report states that HIRU is a Georgia corporation now operating from Doha, Qatar. It identifies Chairman/CEO Khalid Nasser A.S. Al-Thani in Doha, Secretary Roxanna Green in Georgia, and COO Ian Charles Thorp and CFO James Peter Thorp in the United Kingdom. HIRU also describes itself as a holding company operating from Qatar and states that its offices are in Doha.
6. The same report discloses the 2025 insider and consultant issuances set out in Defendants’ temporary-injunction motion, totaling 2,498,000,000 shares. It also discloses that the company ended 2025 with 6,960,000,000 common shares outstanding and 3,950,000 preferred shares outstanding.
7. Most troublingly, HIRU’s annual report reflects a collapse of ordinary internal checks. Roxanna Green, the corporate secretary and key witness presented by HIRU, received 50,000,000 shares. The person identified as “Yousef Abdallah” of F&Y Auditors and Chartered Accountants in Doha is associated in the same filing with the receipt of 515,000,000 shares. HIRU’s preferred shareholder received 1,050,000,000 common shares through a preferred conversion after the conversion ratio was reduced from 1:20,000 to 1:1,000.
8. The annual report also states that HIRU “processed with the rescission” of the $1.4 million loan agreement connected to Bayern and that the instrument was “transferred in 10/29/2024 to the benefit of the Libyan International Assets Holding LTD (UK).” The same filing says that, by December 31, 2025, there were “no convertible notes or instruments or similar in the books of the company.” HIRU thus admits it has been using its own internal records to extinguish or rewrite the rights at issue while asking this Court to adjudicate those rights.
9. The financial statements additionally show accounts payable, loans, and notes payable being removed from the books as part of the restructuring, while the company simultaneously reports a $47,222,000 shareholder current account tied to the chairman/CEO’s contribution of mining concession rights. In short, liabilities are coming off the books while equity is moving outward to insiders and favored recipients.
III. LEGAL AUTHORITY
10.Florida law recognizes that appointment of a receiver is an extraordinary remedy, but it also recognizes that the power to appoint a receiver is inherent in a court of equity when necessary to preserve property and prevent waste, loss, concealment, or frustration of the court’s ability to do justice. Tampa Waterworks Co. v. Wood, 97 Fla. 493, 121 So. 789 (1929); Edenfield v. Crisp, 186 So. 2d 545, 548-49 (Fla. 2d DCA 1966). Rule 1.620 confirms that applications for receivers are governed by the notice requirements applicable to injunctions under Rule 1.610. Fla. R. Civ. P. 1.620(a). Further relief based on a declaratory claim may also be granted by motion when necessary or proper. § 86.061, Fla. Stat.
11.Florida courts repeatedly caution that receivership should be used only where necessity is shown. That caution helps Defendants here, not HIRU. Defendants are not seeking to displace all management. They seek a limited receiver or neutral monitor over the narrow set of functions currently being abused: share issuances, conversions, cancellations, treasury movements, transfer-agent instructions, and stock-ledger maintenance. A tailored appointment of that kind addresses the necessity problem head-on and is materially less intrusive than a whole-company receivership.
12.Federal cases are persuasive in the same direction. Federal courts treat a receiver as an ancillary equitable remedy available when there is a valid claim, probable fraudulent or wrongful conduct threatening the property at issue, imminent danger that the property will be concealed, lost, or diminished in value, inadequacy of legal remedies, and a likelihood that the appointment will do more good than harm. National Partnership Inv. Corp. v. National Hous. Dev. Corp., 153 F.3d 1289, 1291-92 (11th Cir. 1998); Santibanez v. Wier McMahon & Co., 105 F.3d 234, 241-42 (5th Cir. 1997). Those considerations strongly favor relief here.
13.Because HIRU’s own filing states that it is a Georgia corporation, Florida’s foreigncorporation statute directs that Georgia law governs HIRU’s internal affairs. See § 607.15015, Fla. Stat. Georgia law, in turn, recognizes misapplication or waste of corporate assets as a ground for judicial dissolution, O.C.G.A. § 14-2-1430(2)(D), and authorizes appointment of a receiver or custodian in a judicial dissolution proceeding after notice and hearing, O.C.G.A. § 14-2-1432(a). The Georgia Supreme Court has affirmed use of a corporate custodian in a dissolution proceeding. Black v. Graham, 266 Ga. 154, 464 S.E.2d 814 (1996). Defendants do not contend that the Georgia dissolution statute is the exclusive source of this Court’s authority; they cite it because it confirms that the domiciliary law itself treats this kind of stock-control abuse as serious enough to warrant custodial relief.
IV. ARGUMENT
A. The Stock Ledger and Issuance Machinery Are the Res in Controversy.
14.The first question is whether the stock ledger, issuance process, and transfer-agent interface constitute property or a res worthy of equitable protection. They do. This case is not merely about abstract damages. It is about the existence, validity, restriction status, and economic and voting significance of specific HIRU shares and the contractual instrument that allegedly gave rise to them. When HIRU changes the ledger, issues new shares, converts preferred stock, removes notes from the books, or directs Empire to process transfers, it is altering the very subject matter of the dispute.
B. HIRU’s Own Disclosures Show Imminent Danger of Further Loss, Alteration, and Waste.
15.The second question is whether that res is in imminent danger of being lost, materially altered, or diminished in value. Again, the answer is yes. HIRU’s own annual report establishes that the company massively diluted the common stock in 2025, changed the preferred conversion ratio, processed a billion-share preferred conversion, and claimed to have rescinded Bayern’s instrument and removed similar instruments from the books. No court should assume, on this record, that HIRU will voluntarily stop.
16.The third question is whether existing management can be trusted to preserve the status quo without neutral supervision. The record says no. The corporate secretary whose testimony HIRU relied upon received 50,000,000 shares. The person identified with the company’s audit/accounting function received 515,000,000 shares. HIRU’s own books reflect that the company is willing to rewrite its liabilities and capital structure while this suit is pending. That combination of conflicts, opacity, and self-help is exactly why equity intervenes.
17.The fourth question is whether legal remedies are adequate. They are not. A later damages award cannot reconstruct with confidence which shares would have existed, which conversions would have occurred, what the proper ledger should have shown, what percentage ownership Bayern should have held, or how many further stock-ledger events would have taken place absent judicial intervention. The longer HIRU remains free to continue, the murkier the record becomes and the harder it will be to unwind the transactions.
C. A Neutral Limited Receiver or Monitor Is Necessary Because Legal Remedies Alone Are Inadequate.
18.The fifth question is whether a less drastic remedy than receivership will suffice. Defendants have already proposed one: a corporate monitor with narrow, defined powers over stock-ledger events. But some neutral supervisory mechanism is indispensable. A simple injunction alone, though necessary, leaves compliance in the hands of the very management group that has already demonstrated a willingness to keep changing the books while litigation is pending. By contrast, a limited receiver or monitor provides an independent set of eyes at the only point that matters—the transfer-agent and stock-ledger interface where the harm is implemented.
19.A limited appointment will do more good than harm. Defendants do not ask the Court to put a stranger in charge of mining operations, staffing, bank accounts, or ordinary vendor relationships. They ask the Court to interpose a neutral fiduciary only between HIRU and the machinery used to issue, convert, cancel, transfer, recycle, or re-register stock. That limited appointment will preserve the status quo, protect all shareholders, and materially reduce the risk of spoliation or further self-dealing while leaving HIRU’s ordinary business affairs otherwise intact.
20.A limited receiver or monitor is especially appropriate because the alternative remedy sought in the companion injunction motion depends on faithful compliance by HIRU and Empire. If the Court concludes that HIRU’s recent conduct has forfeited the presumption that it can be trusted to self-police, then neutral supervision becomes not merely helpful but necessary.
V. SCOPE OF THE REQUESTED APPOINTMENT
21.Defendants respectfully request that the Court appoint a qualified limited receiver or, alternatively, a corporate monitor with authority to: (a) obtain and preserve from HIRU and Empire a certified copy of the complete shareholder ledger and all transfer-agent records from January 1, 2024 to the present; (b) review, approve, or disapprove any proposed issuance, conversion, cancellation, treasury transfer, legend removal, transfer, or registration change involving HIRU stock pending further order of the Court; (c) receive copies of all communications between HIRU and Empire relating to stock-ledger events and transfer instructions; (d) examine the documentary basis, consideration, and approvals for the 2024-2026 issuances and conversions reflected in HIRU’s annual report; (e) report promptly to the Court regarding any attempted noncompliance; and (f) make recommendations concerning any additional measures needed to preserve the status quo.
22.The Court may also direct that no stock-ledger event shall be effective unless countersigned or approved in writing by the limited receiver or monitor, with emergency applications for corporate action to be presented to the Court on shortened notice if necessary. That relief is targeted, practical, and proportional to the misconduct shown in HIRU’s own filings.
VI. RELIEF REQUESTED
A. Appoint a qualified limited receiver or, alternatively, a corporate monitor over HIRU’s stock-ledger, share-issuance, preferred-conversion, treasury-transfer, and transfer-agent functions pending final adjudication;
B. Vest that neutral with the powers described above, including access to HIRU’s books and records and all relevant Empire materials;
C. Direct HIRU and Empire to cooperate fully and immediately with the appointment and to preserve all related records;
D. Set this motion for expedited evidentiary hearing at the earliest available time;
E. Grant such other and further relief as the Court deems just and proper.
Respectfully submitted,
LAW OFFICES OF ANDRE G. RAIKHELSON, LLC Counsel for Defendants/Counterclaimants 7000 W. Palmetto Park Road, Suite 210 Boca Raton, Florida 33433 Telephone: (954) 895-5566 E-mail: arlaw@raikhelsonlaw.com /s/ Andre G. Raikhelson ANDRE G. RAIKHELSON, ESQ. Florida Bar No.: 123657 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was served via the Florida Courts E-Filing Portal and/or by e-mail on all counsel of record on this ____ day of ____________, 2026. By: /s/ Andre G. Raikhelson ANDRE G. RAIKHELSON, ESQ.
ORCA
10時間前
SO LET ME GET THIS STRAIGHT.I BRUSH AT .0009 AND THE STOCK GOES TO .0012???WTF??LOL.
Buy/Sell Ratio
Buy: 8,592,611Neutral: 6,090,688Sell: 3,926,900
Time Price Size Type B/S Bid Price Ask Price Buy Ind. Total Volume Num Exch.
12:55:35 0.0011 2,000,000 Buy 0.001 0.0011 18,610,199 19 nasd
12:55:30 0.00105 10,000 0.001 0.0011 16,610,199 18 nasd
12:55:30 0.0011 10,000 Buy 0.001 0.0011 16,600,199 17 nasd
12:55:30 0.00105 319,726 0.001 0.0011 16,590,199 16 nasd
12:55:30 0.0011 319,726 Buy 0.001 0.0011 16,270,473 15 nasd
12:50:40 0.00105 500,000 0.001 0.0011 15,950,747 14 nasd
12:49:18 0.0011 1,500,000 Buy 0.001 0.0011 15,450,747 13 nasd
12:47:22 0.001 250,000 0.001 0.001 13,950,747 12 nasd
12:47:21 0.001 525,000 0.001 0.001 13,700,747 11 nasd
12:47:15 0.00095 4,475,962 0.0009 0.001 13,165,747 9 nasd
12:47:15 0.001 10,000 Buy 0.0009 0.001 8,689,785 8 nasd
12:47:15 0.001 4,475,962 Buy 0.0009 0.001 8,679,785 7 nasd
12:47:15 0.00095 10,000 0.0009 0.001 13,175,747 10 nasd
12:32:16 0.001 76,923 Buy 0.0009 0.001 4,203,823 6 nasd
12:14:21 0.0009 2,000,000 Sell 0.0009 0.001 4,126,900 5 nasd
10:55:21 0.0009 1,000 Sell 0.0009 0.001 2,126,900 4 nasd
10:13:30 0.001 100,000 Buy 0.0009 0.001 2,125,900 3 nasd
09:57:52 0.0009 1,925,900 Sell 0.0009 0.001 2,025,900 2 nasd
09:30:00 0.001 100,000 Buy 0.0009 0.001
satter
1日前
3 auditing firms in 6 weeks, Alt5 Sigma's financial report in crisis and facing delisting
Dec 29, 2025
Original author: Zhao Ying
Original source: Wall Street Watch
"Trump Coin Circle Assets" Alt5 Sigma is facing financial reporting chaos and potential delisting risks, having changed three auditing firms in six weeks, and company executives have also recently resigned.
On Tuesday, the Financial Times reported that the auditing firm Victor Mokuolu CPA PLLC, hired by the cryptocurrency company Alt5 Sigma associated with the Trump family earlier this month, had its license expire in August. After the Financial Times inquired about this issue, Alt5 Sigma dismissed the auditing firm on Christmas Day and appointed LJ Soldinger Associates as its third auditing firm.
The Las Vegas-based company struck a deal with Trump's family’s World Liberty Financial in August this year to purchase and hold a significant amount of $WLFI tokens, with Eric Trump subsequently joining the board as an observer. However, since the announcement of the deal, the company has failed to timely release its quarterly financial reports and is facing a threat of delisting from Nasdaq.
The chaotic state of Alt5 Sigma is reflected not only in the frequent changes of auditors but also in the recent departures of company executives, including Chief Financial Officer Jonathan Hugh, who joined during the Trump transaction and left three months later, and Chief Executive Officer Peter Tassiopoulos, who departed in October.
The auditor's license expiration has triggered a series of problems.
The fired auditing firm Victor Mokuolu CPA PLLC had its license expire in Texas in August, and under state regulations, the company was prohibited from conducting audit work until its license was renewed. Although company founder Victor Mokuolu updated his personal CPA license on August 31, as of December 26, the company's license had not yet been renewed by the Texas State Board of Public Accountancy (TSBPA).
The auditing firm previously faced regulatory penalties for repeatedly failing to submit regulatory filings on time. The U.S. Public Company Accounting Oversight Board (PCAOB) fined it $30,000 in 2023 for failing to report its audits of six publicly traded companies within the required 35 days. Texas regulators imposed an additional fine of $15,000 last year for the same violations.
The auditing firm received a failing grade in the 2023 peer review of the accounting industry and has been struggling to rectify related deficiencies for more than two years. According to recent regulatory filings, the company has listed 30 small-cap audit clients.
The tumultuous period following the Trump transaction.
During the tumultuous period when Alt5 Sigma appointed and subsequently fired Victor Mokuolu CPA PLLC on December 8, the company was undergoing severe upheaval. The company currently defines itself as 'a fintech company with a pioneering $WLFI digital asset custody strategy.'
The Trump transaction in August promised that the company would buy and hold a significant amount of World Liberty Financial's WLFI tokens, and this cryptocurrency project of Trump also became an investor in Alt5Sigma. As of December 8, Alt5Sigma held approximately 7.3 billion WLFI tokens, valued at around $1.1 billion, and Trump's cryptocurrency project also became an investor in Alt5Sigma.
Since the Trump transaction, Alt5 Sigma's chairman has been Zack Witkoff, a co-founder of World Liberty Financial and son of Steve Witkoff, the special envoy for Trump’s peace negotiations.
There have been significant adjustments in the company's upper management in recent months, with Chief Financial Officer Jonathan Hugh, who joined during the Trump transaction, leaving three months later, and Chief Executive Officer Peter Tassiopoulos departing in October. Board member David Danziger resigned last month, leading to the company’s violation of requirements concerning the size of the audit committee and accounting expertise.
Delays in financial reporting and delisting threats.
Alt5 Sigma is facing a threat of delisting from Nasdaq due to its failure to timely submit its quarterly financial report by the end of September. The company has attributed some of the delays to the 'timeliness and responsiveness' of its former auditor, who officially resigned in November.
Alt5 Sigma was restructured in July 2024 from the biotechnology company JanOne, which had previously focused on developing 'innovative solutions to end the opioid epidemic.' JanOne merged with Alt5 Sigma and renamed in the same month. JanOne had previously rebranded in September 2019, and prior to that, the company was known as Appliance Recycling Centers of America.
Alt5 Sigma stated that the company provides financial infrastructure to enable traditional financial institutions to integrate with the digital asset economy.
In August this year, Alt5 Sigma disclosed to U.S. regulators that its Canadian subsidiary and the group's former leader were found guilty by a Rwandan court in May of 'crimes including illegal enrichment and money laundering.' Alt5 Sigma Canada and Andre Beauchesne appealed to the High Court of Kigali, Rwanda, in June, and the case is still under judicial review. Both Alt5 Sigma Canada and Beauchesne deny any wrongdoing and maintain that they are victims of fraud.