• 1. Plaintiff ClearCellular, Inc. is a Utah company with its principal place of business in Utah County.
• 2. Upon information and belief, Defendant Erik Finman is a resident of Wyoming.
• 3. Upon information and belief, Defendant Finman LLC is a Wyoming company with its principal place of business in Laramie County.
• 4.Jurisdiction is proper pursuant to Utah Code § 78A-5-102.
• 5. Venue is proper pursuant to Utah Code § 78B-3-307.

• 6. Plaintiff hereby re-allege and incorporate by reference the allegations contained in the foregoing paragraphs as if fully set forth herein.
• 7. In 2021, Finman attended an event where ClearCellular, Inc. distributed specialized decentralized ClearPHONEs to attendees to promote ClearCellular’s business.
• 8. Excited about the idea of a decentralized phone, Finman created his own entity, Finman LLC, to sell a brand called “Freedom Phones.”
• 9.Due in part to his notoriety as America’s supposed “youngest bitcoin millionaire,” many thousands of orders were placed for the Freedom Phone.
• 10. Due to inexperience in the industry and lack of trust with suppliers, Finman did not account for what would be required to structure Finman LLC into a properly-functioning business.
• 11. Freedom Phone did not obtain Federal Communications Commission certification, address the special rules for shipping devices with lithium batteries, nor handle sales-tax issues, among various other critical business matters.
• 12. In addition to these logistical issues, Finman LLC was unable to fund the purchase of Freedom Phones to be shipped to customers due to their merchant funding accounts being locked.
• 13. In July 2021, Finman approached ClearCellular Inc. to address these logistical business problems, including requesting ClearCellular to finance the purchase of Freedom Phones for these orders.
• 14. On August 2, 2021, Finman signed the Finman LLC – ClearCellular Inc. Acquisition Agreement (the “Acquisition Agreement”), in which ClearCellular acquired the assets of Finman LLC, including its business accounts.
• 15. ClearCellular thus acquired the responsibility of fulfilling backlogged orders for Freedom Phones, while also acquiring all accounts receivable and other assets of Finman.
• 16.On that same day, August 2, 2021, Finman signed Finman’s Corporate Contract Agreement with ClearCellular Inc. (the “Contract Agreement”), in which Finman accepted the position of Chief Marketing Officer of ClearCellular.
• 17. As part of his Contract Agreement, Finman signed a Non-Compete agreement.
• 18.Included in the Non-Compete agreement, the section “Outside Activities” states that “while you render services to the Company, you also will not assist any person or organization in competing with the Company, in preparing to compete with the Company, or in hiring any employees of the Company.”
• 19.Finman has not fulfilled their duties under both the Acquisition Agreement and the Contract Agreement.
• 20. Under section 2.1(c) of the Acquisition Agreement, ClearCellular acquired “all right, title and interest in... all accounts receivable and other rights to payment from customers of Finman LLC for goods sold or services rendered and the full benefit of all security for such accounts or rights to pay.”
• 21. Under section 2.1(h), theClearCellular also acquired “all written materials, data and records of Finman LLC including...books, records, journals and ledgers.”
• 22. In violation of this portion of the Acquisition Agreement, Finman has denied ClearCellular access to Finman LLC’s merchant accounts despite repeated attempts by ClearCellular to gain access to their acquired assets.
• 23. For example, in October 2021 and again in February of 2022, ClearCellular formally requested full access to the merchant accounts of Finman LLC from Finman to perform an audit.
• 24. Rather than comply with the formal request, Finman sent a personally constructed spreadsheet with Finman LLC revenues and income.
• 25.In the section “Outside Activities” of the Contract Agreement, Finman agreed to “not assist any person or organization in competing with the Company, in preparing to compete with the Company, or in hiring any employees of the Company.”
• 26.Finman has subsequently violated all three parts of this Non-Compete agreement.
• 27.In violation of part one of this “Outside Activities” section of the Contract Agreement, Finman assisted Steve Bannon and FJBCoin in competing with ClearCellular by initially taking a position on an advisory board and then transitioning to a full-time position with FJBCoin.
• 28.Finman’s work with Steve Bannon and FJBCoin are in areas where ClearCellular conducts business, such as ClearPAY, which is a clear violation of section 5.6(a) of the Non-Compete Agreement.
• 29.In violation of parts two and three of this “Outside Activities” section of the Contract Agreement, Finman both prepared to compete with ClearCellular and hire an employee of ClearCellular.
• 30. While both Finman and Asheem Aggarwal, CEO of ClearCellular, were providing services to ClearCellular, Finman began conspiring with Aggarawl to develop a competing business with ClearCellular.
• 31. In violation of both the Acquisition Agreement and the Contract Agreement, Finman further conspired with Aggarwal to continue to steal Freedom Phones from ClearCellular and ship them to customers, while keeping the proceeds out of ClearCellular accounts
• 32.This conspiracy has deprived ClearCellular of almost 3 million dollars in sales revenue, which has been kept in accounts under the exclusive control of Finman.

• 41. Plaintiff hereby re-allege and incorporate by reference the allegations contained in the foregoing paragraphs as if fully set forth herein.
• 42.Defendant Finman has failed to share financial information with the ClearCellular regarding the merchant accounts tied to the sale of Freedom Phones.
• 43. ClearCellular has had to make assumptions about Company assets, with little-to-no cooperation from Finman.
• 44. ClearCellular has repeatedly asked Finman for information regarding the financial accounts, but Finman has refused to cooperate.
• 45. Therefore, Plaintiff request immediate access to all financial records of Finman, LLC, including access to the merchant accounts that continue to receive revenue from ClearCellular’s sale of Freedom Phones.

• 46. Plaintiff hereby re-allege and incorporate by reference the allegations contained in the foregoing paragraphs as if fully set forth herein.
• 47. The Parties signed an Acquisition Agreement in which ClearCellular acquired all assets of Finman LLC, including the accounts receivable for the sale of Freedom Phones.
• 48.The Acquisition Agreement explicitly states that ClearCellular was taking over from Finman the Freedom Phone business, as follows: “[Finman] agrees to sell to [ClearCellular], and [ClearCellular] agrees to buy from [Finman]… all accounts receivable and other rights to payment from customers of [Finman]….”
• 49.The Acquisition Agreement constitutes a valid and binding agreement under Utah law, which requires Finman to perform according to the terms of the Agreement.
• 50.Finman has failed to deliver all accounts receivable from the sale of Freedom Phones to ClearCellular.
• 51.Finman’s failure to deliver these accounts receivable constitutes a material breach of the Acquisition Agreement.
• 52.ClearCellular has been harmed in the amount of at least $2,000,000 by Finman’s failure to deliver, which represents the accounts receivable from the sales of Freedom Phones.
• 53. Plaintiff therefore pray for damages no less than $2,000,000

• 63. Plaintiff hereby re-allege and incorporate by reference the allegations contained in the foregoing paragraphs as if fully set forth herein.
• 64. Defendant Finman acts as Chief Marketing Officer of ClearCellular, Inc.
• 65.As CMO, Finman owed the fiduciary duties of loyalty and care to ClearCellular and to the board of directors.
• 66.Finman failed to transfer company funds from the merchant accounts to ClearCellular as the board has requested, which is a breach of the fiduciary duty of loyalty and care to ClearCellular.
• 67. Finman’s failure to transfer company funds caused ClearCellular to miss a tax payment and have to reallocate assets to support the high costs of supplying Freedom Phones.
• 68.Finman’s failure to transfer company funds constitutes a material breach of the Acquisition Agreement and Contract Agreement, which contemplates good faith between the parties.
• 69.Plaintiff therefore pray for a court order requiring Finman to transfer the $2,000,000 in company funds from the accounts he controls to ClearCellular.

• 70.Plaintiff hereby re-allege and incorporate by reference the allegations contained in the foregoing paragraphs as if fully set forth herein.
• 71.Finman has a history of misappropriating ClearCellular assets for his own personal business ventures.
• 72. For example, when Finman first encountered ClearCellular at the Presidential Candidate event two years ago, he took the business idea to produce a decentralized phone with heightened privacy and began competing directly against ClearCellular.
• 73. Later, after becoming an employee of ClearCellular, Finman refused to transfer at least $2,000,000 in accounts receivable for the sale of Freedom Phones to ClearCellular.
• 74. These accounts that receive revenue from the sale of Freedom Phones are used by Finman for his own personal expenditures and business ventures.
• 75.Plaintiff therefore pray for an award in an amount to be determined at trial plus interest and attorney’s fees and a court order requiring the Finman to return misappropriated company assets to ClearCellular, Inc.

• 86. Plaintiff hereby re-allege and incorporate by reference the allegations contained in the foregoing paragraphs as if fully set forth herein.
• 87.The Acquisition Agreement and contractor Contract Agreement included implied covenants of good faith and fair dealing.
• 88.Finman has not acted in good faith by refusing to transfer company funds to ClearCellular.
• 89.Finman has not acted in good faith by deciding to compete with ClearCellular.
• 90.By refusing to transfer funds, and deciding to compete against ClearCellular, Finman has intentionally caused ClearCellular to lose the benefit of the Agreements.
• 91.ClearCellular has been patient in working with Finman for a solution, to no avail.
• 92.Plaintiff therefore pray for damages no less than $2,000,000 plus interest and attorney’s fees.

WHEREFORE, Plaintiff seek a court order requiring an accounting of ClearCellular financial information, damages no less than $2,000,000, plus attorney’s fees and costs to be proven at trial.

As to the First Claim for Relief, Plaintiff seeks a court order that Finman and Finman LLC provide an immediate accounting of the merchant accounts tied to ClearCellular’s sales revenue, plus attorney’s fees for obtaining the court order.

As to the Second Claim for Relief, Plaintiff seeks a court order that Finman and Finman LLC provide immediate access to all financial records having to do with Freedom Phones, including access to the accounts in Finman’s possession that are tied to Freedom Phone sales, plus attorney fees for obtaining the court order.

As to the Third Claim for Relief, Plaintiff seek no less than $2,000,000, which represents ClearCellular revenue from Freedom Phone sales.

As to the Fourth Claim for Relief, Plaintiff seeks at least the $2,000,000 in revenue from ClearCellular’s Freedom Phone sales.

As to the Fifth Claim for Relief, Plaintiff seeks a court order requiring Finman and Finman LLC to transfer the $2,000,000 in company funds from the accounts they control to ClearCellular.

As to the Sixth Claim for Relief, Plaintiff seek an award in an amount to be determined at trial plus attorney fees and costs, and a court order that Finman and Finman LLC return misappropriated company assets.

As to the Seventh Claim for Relief, Plaintiff seeks an award in an amount to be determined at trial plus attorney fees and costs.

As to the Eighth Claim for Relief, Plaintiff seek no less than $2,000,000 plus attorney fees and costs.