Lawsuit, Temuryan vs. Cosway, et al Second Amended Complaint

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1 1:14-bk-13401-VK
I.DONALD WEISSMAN (Bar No. 67980)
dweissman@idwlaw.com
WEISSMAN LAW FIRM
5567 Reseda Boulevard, Suite 118
Tarzana, California 91356
Telephone: (818) 704-5151
Facsimile: (818) 705-2634
Attorneys for Plaintiffs,
ARMEN TEMURYAN & HOURY
TARTARIAN
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF ORANGE – CENTRAL JUSTICE CENTER
ARMEN TEMURYAN, an individual,
HOURY TARTARIAN, an individual
CASE NO. 30-2014-00717436-CU-CO-CJC
SECOND AMENDED COMPLAINT
1. Breach of Contract;
2. Breach of Contract;
3. Breach of Contract;
4. Breach of Covenant;
5. Common Count;
6. Conversion;
7. Fraud and Deceit;
8. Negligent Misrepresentation;
9. Unfair Business Practices;
10.Civil Conspiracy;
11.Interference with Economic
Advantage; and
12.Accounting
Plaintiffs,
vs.
COSWAY USA INC. dba ECOSWAY
USA, INC, a Delaware corporation,
EPICERA INCORPORATED, a Utah
corporation, GLEN JENSEN, an
individual, JAHSEH K. AHLEM, an
individual, REGINA NORIEGA, an
individual, DOUGLAS WEAD,
BRENT JENSEN, an individual, and
Does 1 through 50, inclusive,
Defendant.
COMES NOW, Plaintiffs and allege as follows:
/ / /
/ / /
/ / /

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Introductory Allegations
1. Plaintiffs, ARMEN TEMURYAN and HOURY TARTARIAN, are and at all
times mentioned were individuals residing in the City of Pasadena, County of Los Angeles,
State of California.
2. Plaintiffs are informed and believe and based thereon allege that at all times
herein mentioned, Defendants GLEN JENSEN and BRENT JENSEN (hereinafter
collectively referredto as “JENSEN”) were individuals residing in both in the State of Utah
as well as the County of Orange, California. Plaintiff is informed and believes and on that
basis alleges that Defendants GLEN JENSEN (GJENSEN) and BRENT JENSEN
(BJENSEN) are both officers and directors of COSWAY USA, INC. and EPICERA
INCORPORATED and discharged to enter into agreement for said entities and bind them
thereto.
3. Plaintiffs are informed and believe and based thereon allege that Defendant
COSWAY USA INC. dba ECOSWAY USA, INC. (hereinafter referredto as “COSWAY”)
is, and at all times mentioned herein was, a corporation organized and existing under the
laws of the State of Delaware and qualified with the California secretary of state to do
business in California. Said Defendant’s principal place of business in California is in the
City of Irvine, County of Orange. Said Defendant is a multilevel marketing company that
engages in the sale of goods through various retail stores located throughout the State of
California including the County of Orange.
4. Plaintiffs are informed and believe and based thereon allege that Defendant
EPICERA INCORPORATED dba EPIC (hereinafter referred to as “EPIC”) is, and at all

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times mentioned herein was, a corporation organized and existing under the laws of the
State of Utah. Plaintiff is informed and believes that said Defendant’s principal place of
business in California is in the City of Irvine, County of Orange. Said Defendant is a
multilevel marketing company that engages in the sale of goods through various COSWAY
retail stores located throughout the State of California including in the County of Orange.
5. Plaintiffs are informed and believe and based thereon allege that Defendant
JAHSEN K. AHLEM (hereinafter “AHLEM”) at all times herein mentioned was an
individual residing in the City of the Santa Barbara, County of Santa Barbara. Further,
Plaintiffs are informed and believe and thereon allege that said defendant, at all times
relevant herein, was an officer and/or authorized representative of each corporate defendant
and entity and authorized to represent said interests and to enter into agreements therefor
and bind said entities to said agreements.
6. Plaintiffs are informed and believe and based thereon allege that Defendant
DOUGLAS WEAD (hereinafter “WEAD”) maintains residences in Ladera Ranch and
Laguna Niguel, California. Further, Plaintiffs are informed and believe and thereon allege
that said defendant, at all times relevant herein, was an officer and/or authorized
representative of each corporate defendant and entity and authorized to represent said
interests and to enter into agreements therefor and bind said entities to said agreements.
7. Plaintiffs are informed and believe and based thereon allege that Defendant
REGINA NORIEGA (hereinafter “NORIEGA”) maintains residences in Irvine and Los
Angeles, California. Further, Plaintiffs are informed and believe and thereon allege that said
defendant, at all times relevant herein, was an officer and/or authorized representative of

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each corporate defendant and entity and authorized to represent said interests and to enter
into agreements therefor and bind said entities to said agreements.
8. The true name and/or capacities, whether individual, corporate, associate or
otherwise of Defendants DOES 1 through 50, inclusive, are unknown to eh Plaintiffs who
therefore sue said Defendants by such fictitious names, and Plaintiffs will amend this
Complaint to show their true names and/or capacities when the same have been ascertained.
Plaintiffs are further informed and believe and based thereon allege that each of the
Defendants designated herein as a fictitiously named Defendant, is, in some manner,
responsible for the events and happenings herein referred to, either contractually or
tortuously, and caused damages to the Plaintiffs as herein alleged.
9. Plaintiffs are informed and believe and based thereon allege that at all times
herein mentioned, each Defendant was the duly authorized agent, employee, joint venture,
principal and partner of each of the remaining Defendants, and in doing the things
hereinafter alleged, was acting within the course and scope of said agency and employment.
10. Plaintiffs are, and at all times herein were, Independent Business Owners in
the Multilevel Marketing business COSWAY, pursuant to a contract for said business
opportunities. Plaintiff entered into this agreement directly with COSWAY representative;
operating said stores for an extended period of time before the events as herein below
alleged.
11. Plaintiffs are, and at all times herein were retail store operators with
COSWAY. The retail stores are located in the city of Burbank, California and Henderson,
Nevada. As such, Plaintiffs were and are entitled to the immediate and exclusive possession

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of the subject retail stores and all rights as Independent Business Owners of COSWAY.
12. Plaintiffs are informed and believe and based thereon allege that Defendant
GJENSEN and DOES 1 through 10 have dominated and controlled the corporation
COSWAY and its business, property and affairs, and that there existed, and now exists,
such a unity of ownership and interest between the individuals and entity, that the
individuality and separate existence of these individuals and entity cease to exist. Thus,
adherence to the separate existence of these individuals and entities would promote
injustice and/or sanction fraud in that these entities were undercapitalized and a mere shell,
conduit and instrumentality through which these individuals carried on their business as if
this entity did not exist.
13. Plaintiffs are further informed and believe and thereon allege that the
following facts further support alter ego liability of Defendant GJENSEN and DOES 1
through 10 for the corporation COSWAY: Defendants failed to properly issue stock,
Defendants diverted corporate assets to the creditor’s detriment by paying employee’s
officer’s and director’s salary with cash and failing to properly report same in accounting
records and as required by governmental agencies, using a corporate entity as a subterfuge
of illegal transactions, commingling personal and corporate assets, undercapitalization, held
out that shareholders were liable for the debt of the corporation to Plaintiffs, diverted
corporate funds to non-corporate uses, disregarded corporate formalities and failed to
maintain adequate corporate records.
14. Plaintiffs are informed and believe and based thereon allege that Defendant
GJENSEN and DOES 1 through 10 have dominated and controlled the corporation EPIC

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and its business, property and affairs, and that there existed and now exists, such a unity of
ownership and interest between the individuals and entity that the individuality and separate
existence of these individuals and entity cease to exist. Thus, adherence to the separate
existence of these individuals and entities would promote injustice and/or sanction fraud in
that these entities were undercapitalized and a mere shell, conduit and instrumentality
through which these individuals carried on their business as if this entity did not exists.
15. Plaintiffs are further informed and believe and thereon allege that the
following facts further support alter ego liability of Defendants GJENSEN and DOES 1
through 10 for the corporation EPIC: Defendants failed to properly issue stock, Defendants
diverted corporate assets to the creditor’s detriment by paying employee’s, officer’s and
director’s salary with cash and failing to properly report same in accounting records and as
required by governmental agencies, using a corporate entity as a subterfuge of illegal
transactions, commingling personal and corporate assets, undercapitalization, held out that
shareholders were liable for the debt of the corporation to Plaintiffs, diverted corporate
funds to non-corporate uses, disregarded corporate formalities and failed to maintain
adequate corporate records.
16. Plaintiffs are informed and believe and based thereon allege that Defendant
corporations COSWAY and EPIC have been dominated and controlledin such a way by
Defendants JENSEN and DOES 1 through 10 and the business, property and affairs, and
that there existed, and now exists, such a unity of ownership and interest between the
corporations COSWAY and EPIC, that the individuality and separate existence of these
corporations cease to exist. Thus, adherence to the separate existence of these corporations

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would promote injustice and/or sanction fraud in that these entities were undercapitalized
and a mere shell, conduit and instrumentality through which these individuals carried on
their business as if these entities did not exist.
17. Plaintiffs are further informed and believe and thereon allege that the
following facts further support alter ego liability between the Defendant Corporations:
Defendants transferred assets of COSWAY to EPIC for less than fair market value,
Defendants transferred COSWAY Independent Business Owners and business “down
lines” to EPIC without fair compensation to COSWAY, COSWAY dominated and
controlled finances, policies and practices of EPIC so that EPIC is merely a conduit or
instrumentality of COSWAY in pursuit of a single enterprise. The disregard of the separate
nature of COSWAY and EPIC is necessary to prevent an injustice upon creditors of the
corporations.
FIRST CAUSE OF ACTION
(BREACH OF ORAL, WRITTEN AND IMPLIED CONTRACT AGAINST
DEFENDANTS COSWAY USA, INC., EPICERA INCORPORATED, GLEN
JENSEN AND BRENT JENSEN)
18. Plaintiffs hereby refers to and incorporates herein by such reference
paragraphs 1 through 17, above.
19. Defendants are, and at all times herein, for purposes of the first cause of
action, Cosway Usa, Inc. (“COSWAY”), Epicera Incorporated (“EPIC”), Glen Jensen and
Brent Jensen, collectively referredto as “Defendants,” unless otherwise specified as
specific Defendant.

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20.In or about April, 2013 and thereafter, Defendants GJENSEN became president or
other managing officer of COSWAY, replacing officers with whom Plaintiffs had done
business and previously contracted with COSWAY to be Cosway Independent Business
Owners. In or about this time, JENSEN met with Plaintiffs and verbally represented to
Plaintiffs that JENSEN and COSWAY were planning on expanding the business of
COSWAY and introducing a new multilevel marketing business. In this regard, Defendants
JENSEN represented to and promised Plaintiffs a position in and with the new venture. All
parties agreed verbally to the terms of this agreement. that Plaintiffs would receive a
finder’s fee and compensation equal to 3% in a bargained for exchange for finding any
existing business that was subsequently acquired. GJENSEN stated “my handshake is my
bond,”
21. In or about April, 2013 and thereafter, Defendants JENSEN also represented
to Plaintiffs that they were seeking additional business leaders for the new planned
multilevel marketing business and sought the assistance of Plaintiffs in this regard. As
Plaintiffs had numerous long standing business relationships in the multilevel marketing
industry, Plaintiffs agreed to solicit and market their personal contacts and associates for
this new business venture.. Defendant JENSEN orally represented to, promised and offered
to Plaintiffs for themselves and as officers and authorized agents of COSWAY that
Plaintiffs would receive priority genealogy in the new multilevel marketing business with
guaranteed residual income and standard multilevel marketing industry benefits. This
position offered Plaintiffs additional income and status in multilevel marketing. In
exchange and in consideration for this opportunity Plaintiffs were to use their best efforts to

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make new introductions of any business leaders to Defendants JENSEN for the new
business venture. Plaintiffs accepted and agreed to the offer.
22. In reliance on the above-mentioned promises and agreement, Plaintiffs
immediately performed, undertaking extensive efforts to locate qualified business leaders
for the new multilevel marketing business which later became known as EPIC. As a result
of these efforts, in or about May, 2013, Plaintiffs introduced Defendants AHLEM,
NORIEGA, and WEAD to Defendant GJENSEN. The introduction is confirmed, in part, by
the non-exclusive engagement letter for strategic acquisition dated May 16, 2013.
23. The above-mentioned oral agreement is also confirmed and reduced to written
form by the text messages between Plaintiffs and Defendants JENSEN between April, 2013
and September, 2013. These emails and texts confirm, in part, the terms for and the
agreement regarding Plaintiffs locating business leaders and the introduction of Defendants
AHLEM, NORIEGA and WEAD by Plaintiffs to Defendants, and the efforts to be
undertaken and efforts undertaken by Plaintiffs and the consideration therefor. Plaintiffs did
in fact undertake these efforts and did so in reliance on the prior promises and general
agreement made by Defendants to Plaintiffs as herein alleged.
24. The above-mentioned agreement is also confirmed by the email from
Defendant GJENSEN on his behalf and that of COSWAY and EPIC to Plaintiffs dated July
28, 2013, wherein Defendant GJENSEN again requests that Plaintiffs locate business
leaders for the new business EPIC.
25. Plaintiffs are informed and believe and thereon that basis allege, that
Defendants AHLEM, NORIEA, and WEAD have all received priority genealogy interests

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including “ambassador” positions in the new business EPIC similar to the financial interest
that were part of the benefits promised to Plaintiffs by Defendants JENSEN. Plaintiffs have
not received any of the financial interests in EPIC that were provided to said Defendants
and promised by Defendants to Plaintiffs. In fact, Plaintiffs were cut out and bypassed for
participation by said Defendants, to deprive Plaintiffs of the benefits of this agreement and
so Defendants could benefit from Plaintiffs’ efforts and profit and keep the business
successes for themselves.
26. Plaintiffs have demanded that Defendants provide the financial interests and
benefits to Plaintiffs in EPIC as agreed upon. Defendants have breached the above-
mentioned agreement by failing and refusing to provide to Plaintiffs the promised financial
benefits in EPIC.
27. As a direct and proximate result of Defendant’s breaches of contract by
failing to perform their obligation under the verbal agreement between Plaintiffs and
Defendant to pay the mentioned obligations in EPIC, Plaintiffs have been damaged in a
sum in excess of $2,000,000.00 or according to proof at trial.
SECOND CAUSE OF ACTION
(BREACH OF ORAL, WRITTEN AND IMPLIED CONTRACT AGAINST
DEFENDANTS COSWAY USA, INC., EPICERA INCORPORATED, GLEN
JENSEN AND BRENT JENSEN)
28. Plaintiffs hereby refers to and incorporates herein by such reference
paragraphs 1 through 27, above.

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29. Within the last four years, Plaintiffs entered into written agreements with
Defendants COSWAY wherein Plaintiffs accepted and agreed to the offer by Defendants
JENSEN, EPIC and COSWAY serve as Independent Business Operators to distribute
products for Defendant COSWAY. Plaintiffs are not currently in possessionof the written
agreements as they were never provided a copy by the Defendants. The essential terms of
the agreement were that Defendants agreed to pay Plaintiffs commission in a bargained for
consideration, for each of defendants’ products sold by Plaintiffs. Defendants also offered
to pay Plaintiffs commission in exchange for the sale of products by any Independent
Business Owners recruited by Plaintiffs as part of the multilevel marketing arrangement.
Plaintiffs accepted and agreed. In this regard, Defendants agreed to maintain a distributor’s
organization or “downline” and pay Plaintiffs commissions for all product sales in
Plaintiffs’ “downline.”
30. In reliance on the above-mentioned agreement, Plaintiffs immediately
commenced performance to undertake extensive efforts to sell Defendants’ products and to
recruit other independent business owners to sell Defendants ‘products. Plaintiffs also
agreed with Defendants to become store operators in order to increase the commissions
they would earn for the sale of Defendants’ products.
31. In or about 2013, Defendants failed to perform under said agreement and
breached said agreement when they notified Plaintiffs that Plaintiffs were terminated as
Independent Business Owners. Defendants also failed to perform said agreements by
removing and damaging Plaintiff’s “downline” business network and otherwise deny
Plaintiffs the benefits of an Independent Business Owner.

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32. As a direct and proximate result of Defendants’ failure to perform said
obligation, Plaintiffs have been damaged in sum in excess of $1,000,000.00 and according
to proof at trial.
THIRD CAUSE OF ACTION
(BREACH OF ORAL, WRITTEN AND IMPLIED CONTRACT AGAINST
DEFENDANTS COSWAY USA, INC., EPICERA INCORPORATED, GLEN
JENSEN AND BRENT JENSEN)
33. Plaintiff herby refers to and incorporates herein by such reference paragraphs
1 through 32, above.
34. Within the last two years, Plaintiffs entered into verbal and implied
agreements with Defendant where in Plaintiffs accepted Defendant’s offer and agreed to
provide services on behalf of Defendants in operating COSWAY stores located in Burbank,
California and Henderson, Nevada. Defendants agreed in the bargained for exchange to pay
Plaintiffs for services rendered based upon a percentage of the monthly sales at the store.
Said agreement is confirmed, in part, by the letter sent by Defendants to Plaintiffs on June
21, 2013 confirming that plaintiffs were store operators for Defendants.
35. In reliance on the above-mentioned agreement, Plaintiffs changed their jobs
and positions in order to perform and operate the stores Plaintiffs undertook and sought to
sell Defendants products and recruit Independent Business Owners for Defendants.
36. On or about June 21, 2013, and thereafter, Defendant unlawfully and in
violation of the written agreement then in existence, without legal recourse or due process

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took possession from Plaintiffs of the COSWAY retail stores located in Burbank, California
and Henderson, Nevada. Defendant also breached and failed to perform the agreement by
taking, converting and retaining personal property owned by Plaintiffs when the COSWAY
Burbank and Henderson retail stores were taken back by Defendants. Plaintiffs believe the
fair market value of the personal property is in excess of $50,000. Defendants also breached
the agreement by retaining Plaintiffs security deposits for the retail stores in the amount of
$4,000.00, according to proof.
37. Defendants also breached and failed to perform said agreements by replacing
Defendants with new store operators outside Plaintiff’s genealogy thereby effectively
cutting off the benefits of plaintiffs "downline" in the multilevel marketing business.
38. As a direct and proximate result of Defendants failure to perform and breach
of contract, Plaintiffs have been damaged in a sum according to proof at trial.
FOURTH CAUSE OF ACTION
(BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING
AGAINST DEFENDANTS COSWAY USA, INC., EPICERA INCORPORATED,
GLEN JENSEN AND BRENT JENSEN)
39. Plaintiff hereby referredto you and incorporates herein by such reference
paragraphs 1 through 38, above.
40. Defendants, COSWAY, EPIC and their officers and agents, when they
entered into the above mentioned oral and written agreements with Plaintiffs, impliedly
agreed, and in fact owed to Plaintiffs a duty of good faith and fair dealing, which is a part of

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every contract in California. Defendants conduct as alleged herein constitutes a bad faith
breach of such duty in that Defendant refused to honor their agreements to Plaintiffs as
store operators and Independent Business Owners with COSWAY. Defendants conduct
also breached such duty in that Defendants failed to honor their obligations to Plaintiffs as
to EPIC resulting in the loss of a valuable business interest including residual income for
Plaintiffs in EPIC. Defendants also breached such duty by wrongfully taking appropriation
and locking Plaintiffs from the Burbank and Henderson COSWAY stores, retaining
converting Plaintiffs personal property in the COSWAY stores, terminating Plaintiffs as
Independent Business Owners in COSWAY and not honoring Plaintiffs “downlines” and
genealogy in COSWAY and EPIC. Defendant also breached such duty by taking
affirmative actions in bad faith to cut off Plaintiffs “downline” and genealogy by
transferring clients in Plaintiffs “downline” to others in COSWAY and EPIC.
41. Defendants conduct was in bad faith as the true intention of Defendant was to
deprive Plaintiffs of their rightful interest in COSWAY and EPIC so that Defendants and
others would obtain a more favorable financial interest in COSWAY and EPIC, as well as
defendants keeping Plaintiff’s downstream association in multi-level marketing. Plaintiffs
are informed and believe and on that basis alleged that Defendants obtained a more
valuable genealogy an epic by refusing in bad faith to honor Plaintiffs interest in EPIC.
42. Plaintiffs have performed all conditions, covenants, and promises required on
Plaintiff’s part to be performed in accordance with the terms and conditions of the contract
between Plaintiffs and Defendants. Pursuant to the aforementioned agreement, Plaintiffs
operated the COSWAY stores, sought to sell Defendants products, recruit Independent

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Business Owners for Defendants, undertook extensive efforts to sell Defendants’ products
and to recruit other independent business owners to sell Defendants ‘products, and agreed
with Defendants to become store operators in order to increase the commissions they would
earn for the sale of Defendants’ products.
43. After Plaintiffs expended the time, energy, money, resources, exhausted
business relationships and contacts, and located and secured business locations, Defendant
refused to adhere to or uphold that same contract under which Plaintiffs had already
satisfied their obligations. Defendants subsequently barred, and continues to bar Plaintiffs
from any benefit promised to them by failing to and consciously refusing to fulfill their
obligations to pay Plaintiffs for services rendered based upon a percentage of the monthly
sales at the store, maintain a distributor’s organization or “downline” and pay Plaintiffs
commissions for any product sales in Plaintiffs’ “downline,” and pay Plaintiffs commission
in exchange for the sale of products by any independent business owners recruitedby
Plaintiffs, pursuant to the contract between Plaintiffs and Defendants. Defendants had no
intent to act on or accomplish the above listed promises that comprise the contract prior to,
at the time of or any time thereafter the contract was made.
44. Instead Defendant took possession from Plaintiffs of the COSWAY retail
stores, took possession of Plaintiff’s personal property in said stores, failed and refused to
maintain Plaintiffs genealogy and “downline,” and failed and refused to pay Plaintiffs any
commission based upon the monthly sales of their stores or for the sale of products by any
independent business owners recruited by Plaintiffs. Defendant, by these actions,
effectively made it impossible for Plaintiffs to recoup any of the time, energy, money, and

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resources Plaintiffs had expended in reliance on and pursuant to the contract for the
expansion and building of COSWAY and EPIC. In acting in the manner described in this
Paragraph, Defendant violated the implied covenant of good faith and fair dealing that
exists in the between Plaintiff and Defendant.
45. As a proximate result of the acts and conduct of Defendants, Plaintiffs have
incurred damages in sum according to proof at trial but in excess of $2 million.
FIFTH CAUSE OF ACTION
(COMMON COUNT – REASONABLE VALUE OF WORK, LABOR AND
SERVICES/QUANTUM MERUIT AGAINST DEFENDANTS COSWAY, EPIC,
GLEN JENSEN AND BRENT JENSEN)
46. Plaintiff hereby refers to and incorporates here in by such reference
paragraphs 1 through 45, above.
47. Within the last four years, at Defendants request, Plaintiffs perform services
in locating business leaders, operating to COSWAY stores, and serving as Independent
Business Owners of COSWAY, pursuant to the agreements therewith as herein alleged.
Plaintiffs and Defendant both understood that Plaintiffs would be compensated for
performing the services. Defendant knew that the services were being provided and never
told Plaintiffs to stop performing these services. Defendant accepted, used, and enjoyed the
services provided by Plaintiffs.
48. The fair and reasonable value of the services plaintiffs provided to Defendants
is at least $500,000 or according to proof at trial.

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49. Although demand therefore has been made, there remains do, owing an
unpaid the sum of $500,000 or according to proof, together with interest there on at the
legal rate of 10% per annum.
SIXTH CAUSE OF ACTION
(CONVERSION AGAINST DAFENDANTS COSWAY, EPIC AND JENSEN AND
BENT JENSEN)
50. Plaintiffs repeat, repleads, and incorporates herein by this reference
paragraphs 1 through 49, above.
51. At all times here in mentioned, and in particular on or about June, 2013,
Plaintiffs were the owners of and entitled to the possessionof the personal property that
was located at the Burbank and Henderson COSWAY stores. The stores contained products
ordered from Defendants and paid for by Plaintiffs, as well as Plaintiffs personal property.
52. In or about June, 2013, the above-mentioned personal property had a value of
at least $50,000.
53. In or about June, 2013, Defendants, and each of them, exercised self-help
without due process or order and took the above-mentioned property from Plaintiffs
possession, evicted Plaintiffs from the stores and converted the same to their own use.
54. As a proximate result of Defendants conversion, Plaintiffs have wrongfully
been deprived of their personal property, all to Plaintiffs damage in a sum according to
proof.
55. Between the time of Defendants conversion of the above-mentioned property

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to their own use and the filing of this action, Plaintiffs has expended time and money in
pursuit of the converted property, all to Plaintiffs further damage in sum according to proof.
56. At the time Defendants, and each of them, converted the property,
Defendants, and each of them, were guilty of malice, oppression, and willful disregard for
the rights of Plaintiffs in that Defendants, without making any investigation and with
reckless indifference and wanton disregard for the rights of any person who may have had
an interest in the converted property, and particularly for the rights of Plaintiffs, did convert
the property. Further, after knowledge and notice of Plaintiffs interest in the converted
property was given to Defendants, Defendants failed and refused, and continue to fail and
refuse, to return the property. By reason of these acts Plaintiffs have been oppressed and
seek punitive and exemplary damages in a sum according to proof.
SEVENTH CAUSE OF ACTION
(FRAUD AND DECEIT – PROMISE MADE WITHOUT ANY INTENTION OF
PERFORMING AGAINST DEFENDANTS COSWAY, EPIC, JENSEN AND
JENSEN)
57. Plaintiff hereby refers to and incorporates here and by such reference
paragraphs 1 through 56, above.
58. Between April, 2013 and September, 2013, officers of Defendant COSWAY
and EPIC, JENSEN and JENSEN, verbally represented to Plaintiffs that they intended to
introduce a new multilevel marketing business venture, EPIC. Defendants JENSEN
represented and promised to Plaintiffs that they would receive priority genealogy in the new

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multilevel marketing business with guaranteed residual income and standard multilevel
marketing industry benefits. Defendants knew that Plaintiffs had extensive contacts in the
multi level marketing industry and had been successful in the past with bringing people in
the multi level marketing programs in which they have been involved. Defendants wanted
Plaintiffs to introduce any business leaders they were associated with to Defendants
JENSEN for the new business, EPIC. These verbal promises and inducements were
memorialized and confirmed, in part, by the aforementioned emails and text messages.
Plaintiffs were to be on the ground floor, to gain the best benefit, when the new company,
EPIC was to launch.
59. In or about May, 2013, based upon the fraudulent representations and
promises of residual income and priority genealogy by said Defendants individually and on
behalf of COSWAY and EPIC, to Plaintiffs, Plaintiffs began to contact and introduce
various business leaders, including Defendants AHLEM, NORIEGA, and WEAD to
Defendants JENSEN and. Despite the efforts made and providing all introductions,
Plaintiffs did not receive any of the promised interest by Defendants in the new multilevel
marketing business known as EPIC.
60. Plaintiffs are informed and believe and onto that basis allege that Defendants
AHLEM, NORIEGA, and WEAD all received priority genealogy in the new multilevel
marketing business with a guaranteed residual income and standard multilevel marketing
industry benefits similar to the benefits promised to Plaintiffs by Defendants JENSEN and
denied to Plaintiffs.
61. In truth and in fact Defendants had no intention to keep their promise to

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Plaintiffs at the time the promises were made.
62. At the time Defendants made the promises and representations referredto
hereinabove, Defendants had no intention of fulfilling same. Defendants’ true intention was
to take advantage of Plaintiffs’ reputation and experience and to in the multitasking
industry and to induce Plaintiffs to incur substantial expenses and time in locating business
leaders to join the new business EPIC for the sole benefit of Defendants. Defendants’ true
intention was to obtain the benefit of the new business leaders introduced by Plaintiffs and
not provide Plaintiffs with any financial benefit from EPIC as promised by Defendants
memorialized by texts and emails between Plaintiffs and Defendants.
63. At all times relevant herein, Plaintiffs were ignorant of Defendants intention
not to perform as promised and represented, and of Defendants true intentions. Plaintiffs
were falsely induced to encourage extensive labor and substantial expenses in locating
business leaders to join EPIC in reliance on the promises and representations of Defendant.
Plaintiff's actions were reasonable and justified because Plaintiff had no way of knowing of
Defendants intention not to perform as promised and represented, or their true intentions.
64. At all times relevant here in, Defendants were aware that Plaintiffs were
ignorant of Defendants intentions are not to perform as promised, or their true intention.
65. As direct and proximate result of Defendants fraud and deceit, Plaintiff
sustained general, compensatory, and consequential damages in a some according to prove
that trial together with interest thereon as provided by law.
66. In doing the acts and taking the actions here in alleged, Defendant acted
intentionally, maliciously, wantonly, and fraudulently, with a conscious disregard for the

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rights of Plaintiffs, and with the intent to vex, injured, annoy, and damage Plaintiffs.
Plaintiffs are there by entitled to an award of punitive and exemplary damages in a sum to
be determined according to proof at the time of trial.
EIGHTH CAUSE OF ACTION
(FOR NEGLIGENT MISREPRESENTATION AGAINST DEFENDANTS
COSWAY, EPIC, JENSEN AND JENSEN)
67. Plaintiff hereby refers to and incorporates here and by such reference
paragraphs 1 through 65, above.
68. When Defendants made, authorized, ratified or approved the above-
mentioned representations, they had no sufficient or reasonable grounds for acting and,
therefore, acted negligently and carelessly.
69. As a direct and proximate result of the negligence of misrepresentation by
Defendants, Plaintiff suffered nervousness, mental pain, anguish, embarrassment, difficulty
in sleeping, and emotional distress, all to their damage according to proof.
70. As a further direct and proximate result of the negligence misrepresentations
by Defendants, Plaintiffs have incurred loss of profit, loss of earning capacity, loss of
business opportunities, lots of time, loss of money, and energy made in reliance on and as a
result of the loss of the promised financial interest in EPIC made by Defendants.
71. As a further direct and proximate result of the negligence representation by
Defendants, Plaintiffs have suffered special damages and general damages in a according to
proof at trial.

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NINTH CAUSE OF ACTION
(UNFAIR COMPETITION/BUSINESS PRACTICES – BUSINESS AND
PROFESSIONS CODE SECTION 17200 AGAINST ALL DEFENDANTS)
72. Plaintiffs hereby refers to and incorporates herein by reference paragraphs 1
through 71, above.
73. At all times herein mentioned, Plaintiffs were store operators and Independent
Business Owners with COSWAY.
74. In or about June, 2013, Defendants engaged in unfair and fraudulent business
practices when Defendants took possession of the COSWAY Burbank and Henderson
stores the Plaintiffs were operating, in violation of the Defendants aforementioned promises
to Plaintiffs. Defendants also unfairly and fraudulently informed Plaintiffs that they were
terminating Plaintiffs as Independent Business Owners of COSWAY in violation of the
Defendants aforementioned promises and business agreements with Plaintiffs to Plaintiffs.
Defendants unfairly and fraudulently retained Plaintiffs personal property in the COSWAY
stores upon self-help termination of Plaintiffs as Independent Business Owners as the
COSWAY stores in Burbank and Henderson and the storm trooper tactics in taking control
of said stores and property. In addition, Defendants unfairly and fraudulently replaced
Plaintiffs with alternate operators in the Burbank and Henderson stores. These alternate
operators were outside of Plaintiffs genealogy thereby effectively cutting off Plaintiff’s
“downlines” and commissions for the sale of COSWAY products.
75. Plaintiffs are informed and believes that Defendants undertook to deceive
Plaintiffs and falsely induced Plaintiffs to introduce and incorporate new Independent

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Business Owner to Defendants for the unfair and fraudulent purpose of terminating
Plaintiffs “downline” and genealogy thereby cutting Plaintiffs out of the agreement for
priority genealogy and residual income creating financial gain and benefit for Defendants
and allowing Defendants to acquire other select Independent Business Owners and store
operators of COSWAY. Ongoing unfair and business acts and practices by Defendants
violate Business and Professions Code section 17200.
76. In the course of conducting this business, Plaintiffs, to their detriment, have
expended a great deal of time and money in building a clientele, including, but not limited
to, ascertaining the location and needs of distributors and customers and prospective
distributors and customers, and developing and maintaining a business relationship with
them. Plaintiff are injured as to their loss of time, money and efforts in obtaining clientele,
business locations, customers and distributors. At all times herein, Plaintiffs enjoyed a
substantial “downline” of distributors and customers and a specific genealogy in the
multilevel marketing business of COSWAY until Defendants fraudulently and unfairly
deprived Plaintiffs of the promised benefits of such actions.
77. As alleged above, Plaintiffs were promised a financial interest in EPIC by
Defendants for introducing the business leaders (Defendants AHLEM, NORIEGA, and
WEAD) to Defendant's. In addition to the Defendants promises, the standard practice of
multilevel marketing industry is such that Plaintiffs are entitled to a financial interest in
EPIC for the introduction of said business leaders to Defendants. Based upon Plaintiffs
consistent request and Defendant’s ongoing denial of an interest in EPIC for Plaintiffs,
Defendants engaged in unfair and fraudulent business or practice pursuant to Business and

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Professions Code section 17200.
78. In or about, July, 2013, Defendants represented and promised to Plaintiffs that
COSWAY Independent Business Owners “downlines” would be transferred into EPIC with
the identical genealogy so that the Independent Business Owners investment an interest in
COSWAY would be protected. Plaintiff is informed and believes and on that basis alleges
that Defendant are unfairly and selectively providing individuals with superior genealogy in
EPIC, as exemplified in the placement of Defendants AHLEM, NORIEGA, and WEAD,
thereby not protecting the genealogy of independent business owners of COSWAY
including Plaintiffs. Plaintiffs are informed and believes and on that basis allege that the
Defendants are not honoring the genealogy of COSWAY Independent Business Owners in
that Defendants are changing these Independent Business Owners genealogy to other
genealogy groups at EPIC. This conduct effectively deprives existing COSWAY
Independent Business Owners, including Plaintiffs, of their valuable genealogy interest in
COSWAY. These ongoing unfair and fraudulent acts and practices violate Business and
Professions Code section 17200.
79. Defendants also unlawfully, unfairly and fraudulently conspired among
themselves to deprive Plaintiffs of their promised financial interest in EPIC at the time that
Defendants made promises to Plaintiffs to protect their genealogy in transferring interest
into EPIC.
80. As a proximate result of Defendants, and each of them, unlawful actions,
Plaintiffs were effectively denied the benefits of their business “downline” they had
established with COSWAY thereby cutting off all financial benefits the Plaintiff. But for

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Defendants interference with Plaintiffs business as herein alleged, Plaintiffs distributors and
customers would have continued to transact business with Plaintiffs, Plaintiffs would have
continued to receive financial benefit from COSWAY, and Plaintiffs would have retained
their priority genealogy. Plaintiffs were also wrongfully denied an interest in EPIC due to
the unfair and fraudulent actions of Defendants.
81. Plaintiffs were subject to unfair business dealings by Defendants when they
were falsely lead to invest their time, money and resources into expanding Defendants
business by introducing new Independent Business Owners (Defendants AHLEM,
NORIEGA, and WEAD) to Defendants whom would, unbeknownst to Plaintiffs, but
always at the intent of Defendants, take Plaintiffs positions as Independent Business
Owners, take Plaintiffs priority positions in the genealogy and reap the benefits promised to
but subsequently taken from Plaintiffs by Defendants. Plaintiff were deceived by
Defendants when they were induced to engage in business efforts to help expand the
business stores of COSWAY and build EPIC. Plaintiff were not compensated for their
efforts in engaging in said actions to the unfair and unilateral benefit of Defendants, and
Plaintiffs lost use and enjoyment of their property, valuable time, valuable resources,
important business relationships and potential and actual business opportunities in doing so.
Plaintiff is entitled to relief, including full restitutionand/or disgorgement of all revenues,
earnings, profits, compensation, and benefits which may have been obtained by Defendants
as a result of such unfair business acts and practices.
82. Defendant’s contract and agreement with Plaintiffs and Plaintiff’s actions, set
forth above, pursuant to that agreement enabled and advanced Defendant’s opportunity,

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ability and intent to engage in unfair competition by which Defendants used the new
business leaders, (Defendants AHLEM, NORIEGA, and WEAD) that Plaintiffs acquired
and introduced to Defendants and that under the agreement Plaintiffs would benefit from
such introduction, to replace Plaintiffs, and subsequently redirect Plaintiffs promised
benefits (priority genealogy, residual income, and interest in EPI and COSWAY) to said
Defendants AHLEM, NORIEGA, and WEAD. Further, Defendants had no intention of ever
providing the said benefits to Plaintiffs or fulfilling their obligations under the contract and
agreements upon the introduction of new business leaders by Plaintiffs. However,
Defendants allowed Plaintiffs to operate under a false and fraudulent promise despite
Defendants knowledge of Plaintiffs lack of knowledge or any indication that Defendants are
and were never going to honor the promise made to Plaintiffs. Defendants’ actions,
amongst other things are unlawful, unfair, and fraudulent business act and practice, unfair,
deceptive, and untrue.
83. Plaintiffs seeks restitutionand disgorgement of all amounts received by
Defendants as a result of their unfair and fraudulent business and practices as specified
above in an amount according to proof.
TENTH CAUSE OF ACTION
(FOR CIVIL CONSPIRACY AGAINST DEFENDANTS WEAD, NORIEGA, AND
AHLEM AND DOES 1 THROUGH 10)
84. Plaintiff hereby refers to an incorporated herein by reference paragraphs 1
through 83, above.

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85. From in or about May, 2013 through February, 2014, Defendants, and each of
them, knowingly, willfully, and maliciously conspired and agreed amongst themselves to
do each of the acts alleged herein, including wrongfully depriving Plaintiffs of any financial
interest in EPIC all for the financial benefit of the conspiring Defendants. Said Defendants
also conspired to induce Defendants JENSEN to not honor their verbal compromise to
Plaintiffs to provide Plaintiffs with the financial interest in EPIC which actions also
constituted a fraud and deceit upon Plaintiffs.
86. Pursuant to such conspiracy and agreement, and in furtherance thereof,
Defendants, acted as alleged herein.
87. As a proximate result of Defendants wrongful acts pursuant to the conspiracy
as herein alleged, Plaintiffs have suffered nervousness, mental pain, anguish,
embarrassment, difficulty in sleeping, and emotional distress, all to their damage in a sum
according to proof.
88. As a further direct and proximate result of said conspiracy, Plaintiffs had
incurred loss of profit, loss of earning capacity, loss of business opportunities, loss of use of
the subject property, loss of time, money and energy, and pecuniary loss in a sum according
to proof.
89. As a further direct and proximate result of said conspiracy, Plaintiffs have
suffered special damages and general damages in an exact amount unknown to them at this
time, but according to proof at trial.
90. In doing the acts herein alleged, Defendant acted with conscious disregard of
the rights of Plaintiffs, with such outrageousness and reprehensibility that Plaintiffs suffered

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substantial injury and damages, with conscious disregard to the probability that their
conduct would injury and damage Plaintiffs, with callous disregard for Plaintiffs, and with
oppression, malice or fraud, such that Plaintiffs are entitled to punitive damages against
Defendants, in a sum according to proof.
ELEVENTH CAUSE OF ACTION
(FOR INTENTIONAL INTERFERENCE WITH ECONOMIC RELATIONSHIP
AGAINST DEFENDANTS WEAD, NORIEGA AND AHLEM AND DOES 1
THROUGH 20)
91. Plaintiff repeats, repleads, and incorporates herein by this reference
paragraphs 1 through 90, above.
92. In or about May, 2013, Plaintiffs introduced Defendants AHLEM,
NORIEGA, and WEAD to Defendants GLENN JENSEN and BRENT JENSEN as business
leaders for the new multilevel marketing business EPIC. Defendant knew that Plaintiffs
were entitled to receive financial benefits in EPIC as a result of the introduction of said
business leaders to EPIC. In fact, Defendants AHLEM, NORIEGA, and WEAD all
received financial benefits in EPIC including, amongst other things, a designation as
"Ambassador" in the genealogy.
93. Despite such knowledge, Defendants directly interfered and disrupted
Plaintiffs prospective business relationship with EPIC, resulting in EPIC not providing any
financial benefits to Plaintiffs. As a result Plaintiffs sustained general damages and loss of
profits the nature and extent of which is unknown to Plaintiffs at this time; such proof will

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be made at the time of trial. Plaintiffs are informed and believes that said damages are in
sum within the jurisdiction of this court.
94. By acting as here in alleged, Defendants intended to interfere with and disrupt
the business relationship between Plaintiffs and COSWAY and the prospective business
relationship between Plaintiffs and EPIC. Such acts were done with the further intent to
injure Plaintiffs and Plaintiffs business and thereby gain an unfair competitive advantage
over Plaintiffs. As such, Defendants acted maliciously and oppressively, and Plaintiffs are
entitled to an award of exemplary and punitive damages in a sum according to proof at trial.
TWELFTH CAUSE OF ACTION
(ACCOUNTING AGAINST ALL DEFENDANTS)
95. Plaintiff hereby refers to and incorporates herein by such reference
paragraphs 1 through 94, above.
96. As a result of the aforementioned acts by Defendants, Plaintiffs had not
received monies which are rightfully due to Plaintiffs from COSWAY and EPIC.
97. The amount of money due from Defendants to Plaintiffs is unknown to
Plaintiffs and cannot be ascertained without an accounting of sales made by COSWAY and
EPIC for which Plaintiffs are entitled to an interest. The amount of money due to Plaintiffs
for commissions, residual income and other amounts also cannot be ascertained without an
accounting of all monies received by each Defendant from COSWAY and EPIC as
Plaintiffs should have received similar amounts of monies from EPIC. Plaintiffs also seek
an accounting of all sales by COSWAY to determine the amount of money due to Plaintiffs

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from COSWAY.
98. Plaintiffs are informed and believes that the amount due to Plaintiffs is within
the jurisdictional limits of this court
We are for, Plaintiffs praise judgment against Defendants, and each of them, as
follows:
AS TO THE FIRST, SECOND, THIRD, FOURTH, FIFTH, AND EIGHTH CAUSES
OF ACTION AGAINST DEFENDANTS:
1. For general and special damages in a sum according to proof at the time of trial;
2. For interest thereon according to proof at time of trial
AS TO THE SEVENTH, TENTH, AND ELEVENTH CAUSES OF ACTION
AGAINST DEFENDANTS:
3. For general and special damages in a sum according to proof at time of trial;
4. For interest at a maximum legal rate;
5. For punitive damages according to proof;
AS TO THE TWELFTH CAUSE OF ACTION AGAINST DEFENDANTS:
6. For an accounting of all sales by Defendants for which Plaintiffs may be entitled to
commissions or residual income;
7. For an accounting of all monies received by Defendants from COSWAY and EPIC;
8. For the amount found to be due from Defendants to Plaintiffs as a result of the
accounting;
AS TO THE SIXTH CAUSE OF ACTION AGAINST DEFENDANTS:
9. For the value of the property converted in the sum according to proof at trial;

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10.For interest at the legal rate on the foregoing sum;
11.For damages for the proximate and foreseeable loss resulting from Defendants’
conversion in a sum according to proof;
12.For damages of time and money properly expended in pursuit of the converted
property in a sum according to proof;
13.For punitive and exemplary damages in a sum according to proof;
14.For costs of suit herein incurred, including attorneys’ fees; and
15.For such other and further relief as the Court may deem proper.
It is respectfully submitted Defendant’s motion to dismiss be denied.
DATED: December 18, 2014 I.DONALD WEISSMAN
WEISSMAN LAW FIRM
By:
Attorneys for Plaintiffs,
ARMEN TEMURYAN &
HOURY TARTARIAN