Filing # 45684869 E-Filed 08/25/2016 01:45:08 PM

IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT

IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION

HOLLYWALL ENTERTAINMENT, INC.,

PLAINTIFF,

DIVISION: L

-V-

CASE NO.: 16-CA-7958

BLACKRIDGE CAPITAL LLC,

RESPONDENT/DEFENDANT,
CLEARTRUST, LLC,
A FLORIDA LIMITED LIABILITY CORPORATION,
INDISPENSABLE/ESSENTIAL PARTY,
/
AMENDED EMERGENCY VERIFIED MOTION COMPLAINT
FOR IMMEDIATE INJUNCTION
AND FOR DECLARATORY JUDGMENT
COMES NOW, Plaintiff, HOLLYWALL ENTERTAINMENT, INC. (Hereafter referred
to as HWAL), pursuant to the Order of the Court entered on August 2, 2016, Rule 1.190,
Florida Rules of Civil Procedure, Chapter 86 et. seq., Florida Statutes and Florida Rule of Civil
Procedure 1.610, by and through the undersigned Attorney, files this Amended Emergency
Verified Complaint and included cause of action for an immediate injunction and for declaratory
relief as to shares of stock which are due to be issued and delivered to the
Respondent/Defendant, BLACKBRIDGE CAPITAL, LLC (Hereafter referred so as
BLACKBRIDGE) on the date of this filing. The Plaintiff, on behalf of the Corporation and all
shareholders of the Corporation files such matter as issuance and tendering of such shares will
cause immediate and irreparable harm to the Plaintiff Corporation. The Plaintiff Corporation
necessarily names to the action as indispensable or related party being CLEARTRUST, LLC,
and would state the following in this matter:

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BASIS OF AMENDMENT AND AFFECT ON ALLEGATIONS

This matter is being refiled as an Amended Complaint and action for immediate
injunction for purposes of compliance with the Courts Order of August 25, 2016 requiring the
submission of an executed supporting affidavit and as to other matters to be remedied. The
original complaint averred that the original accompanying affidavit was not notarized. Plaintiff
has now filed a revised, executed and notarized affidavit in compliance with the Courts Order.
Therefore the only change to the present complaint is the inclusion of the verification as
contained in the amended affidavit as executed by Roxanna Greene, an officer of the Plaintiff
Corporation.
NATURE OF EMERGENCY AND OVERVIEW
This cause of action for immediate injunction is being filed as an Emergency Matter as
per Rule 5.18 of the Complex Business Litigation Division, the potential venue division of this
cause of action. The emergency status of this matter is since the shares to be issued under the
debt conversion set forth herein by the promissory note holder, are due to be issued and delivered
the day after this filing. (Filing date of August 23, 2016, and delivery date is set for August 24,
2016), with potential other actions by all parties as to such shares as of the present time of this
amendment. The creditor defendant is attempting to use an inaccurate conversion price of $0.005
per share, when the current price is $0.05 per share. Additionally, the creditor defendant is
seeking the issuance of 1,000,000 shares of common stock, without restriction, which value,
facially is $50,000.00 for a conversion presented of $5,000.00. As set forth herein such
conversion attempt is wholly wrongful by the creditor defendant.

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The irreparable harm that will occur to the Plaintiff Company and shareholders is that the
number of shares to be issued is four times those entitled, and such delivery and sale of such
shares will artificially decrease the share price on the Market. If not stopped by the well founded
immediate injunction such damages will not be able to be compensated to the shareholders on
the public market, and will cause damage to the ability of the Company to carry out essential
financing and acquisitions due to the artificially depressed share price. As well, the defendant
respondent creditor has assurances of compensation even if the Plaintiffs case is found wanting,
due to the fact that the respondent creditor has a guaranteed reserve of 30,000,000 shares of the
available authorized shares, from which other conversions could be made should the respondent
creditor be successful in this matter. Additionally, the timing of this filing is made within three
business days of notification of such debt conversion for issuance so there was no dilatory delay
on the part of the Company.
JURISDICTION
1. Jurisdiction and venue is appropriate before this Court since this matter involves
attempts by the Defendant BLACKBRIDGE as a debt holder of HWAL has the rights to and is
attempting to use debt held for conversion into common shares of HWAL which debt conversion
and issuances are being completed exclusively done in Hillsborough County, Florida.
2.

Jurisdiction is appropriate in this Court due to Cleartrust, LLC (hereafter

referred to as Cleartrust), is a Stock Transfer Agent located at 16540 Pointe Village Drive
Suite 206, Lutz, Florida 33558, who is the SEC registered stock transfer agent for HWAL and is
responsible for all duties of issuance and maintaining necessary stock accounting for HWAL. As
such Cleartrust would be the recipient for processing such shares as requested by
BLACKBRIDGE under such share conversion agreements they are putting forth as due for
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issuance under certain debt instruments held by BLACKBRIDGE. As such Cleartrust, as an

indispensible party, is subject to jurisdiction in this Court since they are located within such
jurisdiction.
3. HWAL is a public company under the Security Act of 1933 as stated herein with in
excess of 400 shareholders of record and an innumerable amount of shareholders throughout the
United States, including shareholders located in Florida and this jurisdiction. Such action is
brought on behalf of the Corporation and its shareholders to curtail an immediate harm
surrounding the release of such shares for conversion of debt to BLACKBRIDGE without
restriction if such issuance occurs. Such issuance will result in immediate harmful effect to the
Corporation and its shareholders which cannot be compensated by money damages.
VENUE
Venue for this action is appropriate before the Circuit Court, since the case involves
shares of common stock with a value over $15,000. In addition this matter is suitable for the
Complex Business Litigation Division since it involves public securities.

CERTIFICATION OF COUNSEL AS TO NON-NOTICE TO

RESPONDENT/DEFENDANT BLACKBRIDGE
(NOTE- CHANGE OF CIRCUMSTANCES0
4. The Company through the below signed counsel hast notified the
Respondent/Defendant BLACKBRIDGE of such action through email delivery of the original
complaint and supporting exhibits to three separate emails. This amendment will also be
delivered by similar means after filing. The undersigned counsel will also serve this process
through normal service of process, but the matter of timing of such will be subject to commercial
timing in New York.
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5.

Through communications with other parties and circumstances known to counsel,

it has been ascertained that BLACKBRIDGE is aware of such litigation.

THE INJURY COMPLAINED OF IS IMMINENT AND ONGOING
6.

This Motion is being made as the shareholders are facing the inordinate prejudice

of the Corporation losing extreme public value on the market place when there are issued
1,000,000 shares of common stock which will then be sold on the public market of HWAL,
which market cannot sustain the sale of such amount of shares without immediate and significant
depression of its common share price. At the present time, HWAL has an average daily volume
of 275,000 shares over the last 30 trading days. As such 1,000,000 common shares dumped on
the common market. Such market will be reduced by an expected 50% of value upon such sale,
and since such share issuance was based upon fraudulent representations and matters the loss
would not be recoverable to the shareholders of the Company and be of immediate, noncompensatory damages to each shareholder of the Company.
7.

The Corporations over 400 shareholders of record, and the unknown numerous

number of market shareholders, will all be severely impacted by an immediate lessening

of their value of holdings in the Corporation if BLACKBRIDGE CAPITAL is allowed to be
issued and sell such an amount of shares on the open market. There would be no compensation to
these shareholders which include persons in nearly all the United States, and hundreds of
shareholders in the State of Florida alone. Such depressed share prices impact the Company in
many material ways, including financing and acquisitions ability.
8.

If all shareholders are harmed by a strong drop in share value due to the sale of

these shares, there is no possible way they could be compensated by money damages at all from
BLACKBRIDGE, even assuming BLACKBRIDGE had the ability to pay such damages.

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9.

The imminence of harm exists so that when such shares would be sold on the

public market, since they were issued based upon fraudulent or at least misrepresented
circumstances of conversion involving a completely incorrect conversion of debt, which will be
an abomination on the true market of the stock, and will dilute the price inordinately and falsely
against the actual market value of the shares which should be reflected.
NECESSITY OF BOND
10.

No bond is necessary in this matter, or in the worst a deminimus bond may be

required due to two pertinent conditions. First, under Section 2.5 of Exhibit A, the original
operative agreement set forth below, BLACKBRIDGE has a guaranteed set aside of reserve
shares of the authorized shares of the Corporation in such amount of 30,000,000 shares which
more than protects its interest in the event that the Plaintiff does not prevail on such matter. Such
amount of share reserve was unchanged by the Corporationss reverse division, and as such the
value of such reserved authorized shares for BLACKBRIDGE has an approximate value of
$1,500,000.00 at the current market value, when the actual amount of debt being converted is
only $5,000.00. Given the nature of the case, and the fact that there exists no prejudice or
damage of any kind which could reasonably approach the available reserve shares, which would
be available for issuance in the event BLACKBRIDGE were to prevail.
11.

Second, the Court could Order that the Corporation could set aside such amount

of shares to be issued to BLACKBRIDGE in the event they prevail in such matter.

12.

Because the phraseology of Rule 1.610 as to waivers of bond, if the Court finds

that a Bond is necessary in this cause of action by the Plaintiff Corporation, then a de minimis
bond would suffice, that the Court would allow Counsel for the Plaintiff Corporation to sign for
as a signature bond with the Clerks Office for posting. Given that the amount of conversion is
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$5,000.00, and the available reservation of shares, it is proposed that bond in this matter could be
waived.
GENERAL ALLEGATIONS
13.

Hollywall Entertainment, Inc. is a publically traded Company is a multifaceted

media and entertainment company focused on maximizing its rights to its music, film, television,
home video and software game libraries. The Company has a digital distribution and verification
system designed to maximize customer delivery, quality control, and revenues for artists, writers,
content developers, copyright owners and shareholders. Hollywall owns exclusive and nonexclusive rights to market, manufacture and distribute over 17,500 songs from Music Recording
Masters. Hollywall's recorded music master rights consist of all the Proprietary Rights,
including performances by such legends as Ray Charles, The Jackson 5, Frank Sinatra, Tony
Bennett, Marvin Gaye and Duke Ellington. The music master recordings include songs that have
never been released in addition to songs that have been released by other record companies
which hold similar licensing rights to market the songs.
14.

HWAL trades on the OTCMarkets under the same symbol as an alternative

standard reporting company under the Securities Act.

15.

Before June 29, 2015, HWAL had been indebted to EMAX Media, Inc. in the

amount of twenty-five thousand dollars ($25,000.00). On June 29, 2015, EMAX Media assigned
such debt, by way of a Assignment and Assumption Agreement to BLACKBRIDGE.
16.

Simultaneously with the assignment of such debt to BLACKBRIDGE on June

29, 2015, BLACKBRIDGE and HWAL entered into a Convertible Promissory Note (the
Note), in the amount of twenty-five thousand dollars ($25,000.00), which note was recognized
as the debt assigned to BLACKBRIDGE under the EMAX assigned debt. Such note was a

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successor note to the earlier note held by EMAX, and superseded all obligations and terms
present in the earlier EMAX obligation. (See Exhibit A, Section 1.3). (Note that all such
Exhibits contained and attached to the original complaint are herein adopted and relied
upon).
17.

BLACKBRIDGE was the drafter of the Note.

18.

Under the Note, such amount of debt was convertible into common shares of

HWAL at any time after issuance of the Note at the discretion of BLACKBRIDGE as the
Holder. (See Exhibit A, Section 2.1). Such conversion initially at the locked in rate of $0.005 per
share, without relation to the market share price at the time of conversion. (See Exhibit A,
Section 2.2).
19.

On July 27, 2015, HWAL completed a common stock reverse division through

the State of Nevada and as approved by FINRA, pursuant to the articles of incorporation and
Nevada Revised Statutes. The reverse division of the shares was approved by the shareholders of
the Corporation. Such reverse division was in the amount of one (1) share for every seventyseven (77) shares of common stock. As such the reverse division was a restructuring of the
outstanding capital of the Company, both under law and as applicable to the terms of the Note in
Exhibit A.
20.

Under such recalculation clause the set price for conversion is attempted by

BLACKBRIDGE to not take into account the 77 to 1 reverse division, and still uses the
conversion price of $0.005 per share for such conversion. However, the reading of such Section
2.2 is subject to the conversion price being affected by the reverse division of the shares; in
essence the 2.2 Conversion Price clause as drawn by BLACKRIDGE is readable to call for the
conversion price to be effected by the 77 to 1 reverse division. Such language contained in

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Section 2.3 is so grammatically and structurally strained and incoherent that at worst it is
illegible as a clause as to the effect and rights of parties which exist subsequent to a reverse
division of the common shares of the Corporation.
21.

However, on August 8, 2016, BLACKBRIDGE sent an Amendment to the

Convertible Promissory Note. (the Amendment attached as Exhibit B). BLACKBRIDGE

themselves had authored and approved for the conversion price under Section 2.2 to be amended
under the Note to be Fifty Percent (50%) of the lowest Trading Price [as defined therein] during
a Valuation Period which was also defined in such Amendment to be the 20 trading days prior
to such conversion. (See Terms contained in the Amendment in Exhibit B).
22.

BLACKBRIDGE was the drafter of such Amendment as contained in Exhibit B,

as such the complete presence of ambiguity must be weighed against BLACKBRIDGE as the
drafter and such Section 2.2 be abandoned to be replaced by the terms set forth in the
Amendment.
23.

On August 8, 2016, the date of the Amendment and immediately following such

Amendment being sent to HWAL, such Amendment was executed on behalf of HWAL. At that
time the terms contained in the Amendment as to the modification of the conversion price was
effective.
24.

On or about August 18, 2016, BLACKBRIDGE presented as debt conversion

notice to Cleartrust for conversion of $5,000,00 of the debt due under the Note. Under such
Conversion Notice, BLACKBRIDGE required the issuance of 1,000,000 shares as calculated
using the $0.005 per share conversion price from the original Agreement. Such amount of shares
which BLACKBRIDGE attempts to have issued disregard of a favorable reading for the
Corporation of the language contained in Section 2.3 of the Note, and/or completely disregards

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the terms of the Amendment that both Parties agreed to on August 8, 2016 as to the modified
share price equation. (See Exhibit C, Conversion Notice).
25.

At the time of the conversion notice on August 18, 2016, the lowest trading price

for HWAL over the previous twenty (20) trading days had been $0.04 per share. Thus under the
Amendment, the conversion price would be fifty percent (50%) of such low equaling $0.02 per
share. Under such applicable calculation the amount of shares to be issued for the $ 5,000.00 in
debt being converted under the Note would be 100,000 shares, which is one tenth (1/10th) of
those demanded by BLACKBRIDGE.
26.

It makes no reasonable business sense that any party to such a debt agreement

would have a clause which would completely eviscerate the value and status of a reverse division
by allowing a party to disregard such reverse division for the purposes of debt conversion.
Additionally, if such clause as 2.3 was the intent of BLACKBRIDGE to not allow for reverse
divisions as to conversions, then they would not have provided the Amendment which allowed
for a 50% discount to a 20 day average. Their actions belie their actual intent of Section 2.3, that
the conversion price be subject to reorganization of the common stock holdings of the
Corporation.
COUNT I
FOR DECLARATORY JUDGMENT
HOLLYWALL ENTERTAINMENT, INC. hereby adopts paragraphs one through twentyseven above in this count. HOLLYWALL ENTERTAINMENT, INC. hereby moves this Court
for entry of a declaratory judgment, which would state that the conversion price applicable to
debt conversions under the Convertible Promissory Note be as set forth in the Amendment of
August 8, 2016. As related above such conversion rights should be subject to the Amendment, or

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subject to a reasonable conversion right reflective of the market rights and terms as set the terms
of Section 2.3 when read in favor of the Plaintiff. As grounds therefore the Plaintiff would state:
a. BLACKBRIDGE as a creditor is not entitled to disregard its intent of authoring and
forwarding the Amendment as to the new terms of conversion for such debt. The
terms of the Amendment are enforceable in any conversion of such debt holdings by
BLACKBRIDGE.
b. Alternatively, the language contained in Section 2.3 of the Convertible Promissory
Note is so ambiguous, and whereas BLACKBRIDGE is the drafter of such language,
that the terms for debt conversion shall be effected by the reorganization of the
Corporations common stock as effected by the reverse division
WHEREFORE, Plaintiff respectfully Requests that this Honorable Court enter
Declaratory Order to wit:
1. The conversion clause of the operable Amendment of August 8, 2016 to the Convertible
Promissory Note between the Parties should be the enforceable and operable clause for
any and all debt conversions as to BLACKBRIDGE.
2. In the alternative, that Section 2.3 of the Agreement be read in favor of the Plaintiff, and
that the conversion price set in such Agreement be subject to the reverse division
executed by the Plaintiff Corporation.
3. That the current and all future debt conversions be governed by such applicable terms.
COUNT II
AMENDED MOTION FOR IMMEDIATE INJUNCTIVE RELIEF
The Plaintiff hereby moves this Honorable Court for an Order of Injunction

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against the issuance and conversion of shares by BLACKBRIDGE. Plaintiff realleges and
reaffirms paragraphs one (1) through twenty-six (26) above and would further state:
27.

This Count is amended to reflect that both it, and its averred to other components

of this Complaint have been attested to by the now notarized and revised affidavit of Roxanna
Greene, an officer of the Plaintiff Corporation.
28.

If the Court does not grant this motion, then BLACKBRIDGE will sell be issued

and sell such shares upon the open market, causing immediate and irreparable damage to the
shareholders and the Corporation by immediate declination of overall value of the hundreds of
shareholders of record and the innumerable shareholders in the market place.
29.

The Plaintiff seeks an immediate injunction against the issuance of such shares in

the amount called for by BLACKBRIDGE in the submitted conversion notice due to the grounds
set forth herein, and a recalculation of the amount of shares to be issued under the appropriate
conversion calculus as found by the Court.
30.

The Plaintiff is entitled to such injunctive relief due to the immediate and

imminent threat of sales of such securities into the open market, which would result from sales of
shares which should not be issued in such amounts under the operable and enforceable terms for
conversion to be found by the Court in this proceeding.
31.

The harm to the Plaintiff and all of its shareholders is immediate and on-going

and cannot be remedied with money damages.

32.

Plaintiff maintains no other adequate remedy at law due to the harm to its public

market and perception of the Corporation with such potential and likely share devaluation
WHEREFORE, Plaintiff respectfully Requests that this Honorable Court enter an

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Injunctive Order directed to Cleartrust, LLC as the transfer agent for the Plaintiff Corporation to
stop such share issuance until such matter is decided by the Court after an appropriate hearing.

MEMORANDUM OF LAW
Because a temporary injunction, by its nature, is frequently sought and issued under
hurried circumstances, Rule 1.610(b), Florida Rules of Civil Procedure, provides certain due
process requirements which must be followed by the party seeking a temporary injunction
without notice and by the trial court issuing such an injunction. These requirements seek to
assure that "a court ... never issue[s] an ex parte order without notice to defendants and without a
hearing, unless an immediate threat of irreparable harm exists, which forecloses opportunity to
give reasonable notice...." Lieberman v. Marshall, 236 So.2d 120, 125 (Fla.1970).

Rule 1.610 (a)(1) specifies that a temporary injunction without notice may be granted
only if (1) the affidavits or verified pleadings demonstrate that "immediate and irreparable
injury, loss, or damage will result to the movant before the adverse party can be heard in
opposition" and (2) "the movant's attorney certifies in writing any efforts that have been made to
give notice and the reasons why notice should not be required." Moreover, rule 1.610(a)(2)
provides that "[e]very temporary injunction granted without notice shall be endorsed with the
date and hour of entry and shall . . . define the injury, state findings by the court why the injury
may be irreparable, and give the reasons why the order was granted without notice if notice was
not given."

The threatened injury exists in a continuing and ongoing basis to all shareholders of the
Corporation. The amount of proof that the Plaintiffs has presented is overwhelming as to the

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actions of the Defendant/Respondent of presentation of false calculations of conversion of debt

for the issuance of shares.
CONCLUSION AND PRAYER FOR INJUNCTIVE RELIEF
The issuance of shares as requested and demanded by BLACKBRIDGE CAPITAL is
premised upon a falsely applicable conversion rate of debt to shares. As such the Plaintiff
Corporation, hereby prays that the Court issue an immediate injunction against issuance of shares
to BLACKBRIDGE of the Corporations stock until full determination of such matter is made by
the Court. As well the Plaintiff Corporation prays that this Court find that there is no requirement
for the posting of a bond, or in the alternative that the amount of reserved shares is sufficient for
protection of the Defendant BLACKBRIDGE.
JURY TRIAL IS NOT DEMANDED HEREIN. VERIFICATION SUBMITTED
UNDER SEPARATE PLEADING BY WAY OF SUPPORTING AFFIDAVIT

Respectfully submitted,

/s/ Craig A. Huffman

_______________________
Craig A. Huffman, Esquire
Florida Bar No. 116149
Securus Law Group, P.A.
13046 Racetrack Road
Tampa, Florida 33626
Telephone (888) 914-4144
Facsimile (888) 783-4712
E-mail: craig@securuslawgroup.com

Copies to:
Blackbridge Capital, LLC
450 7th Avenue
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New York, NY 10123

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