Filing # 206795125 E-Filed 09/13/2024 01:39:52 PM
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`IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT
`IN AND FOR MIAMI DADE COUNTY, FLORIDA
`CASE NO. ______________
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`GUEORGUI STOITZEV,
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`Plaintiff,
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`vs.
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`SHELBY HAAS-SAPP, an individual and SHE SELLS
`ACADEMY LLC, a Limited Liability Company,
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`Defendants.
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`_____________________________________________________/
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`COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL
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`COMES NOW, Plaintiff, GUEORGUI STOITZEV (hereinafter referred to as “Plaintiff”),
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`by and through the undersigned counsel, files this, Complaint for Damages and Demand for Jury
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`Trial against Defendant SHELBY HAAS-SAPP and SHE SELLS ACADEMY LLC (together
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`referred to as “Shelby” "She Sells" and “Defendant”), in support thereof, states the following:
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`PARTIES
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`1. Plaintiff, GUEORGUI STOITZEV, is a resident of Miami Dade County, FL, over the age
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`of 18 and otherwise sui juris.
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`2. Defendant, SHELBY HAAS-SAPP, is a resident of Miami Dade County, FL, over the age
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`of 18 and otherwise sui juris.
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`3. She Sells Academy LLC is a limited liability registered in the State of Florida.
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`JURISDICTION AND VENUE
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`4. This is an action for damages in excess of $50,000, so as to be within the jurisdictional
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`limits of this Court, but exclusive of interest, attorney’s fees and costs. Jurisdiction is proper
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`in Miami Dade County, Florida, given that the Parties are all residents of this County and all
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`events giving rise to this cause of action occurred in Miami Dade County, FL.
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`FACTUAL ALLEGATIONS RELEVANT TO ALL CLAIMS
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`5. On May 13, 2024, Plaintiff and Defendant formally established GirlSalesBoss LLC (GSB)
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`as a Wyoming-based limited liability company. See Exhibit A, B
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`6. GSB's mission was to provide personal and professional development to place women in
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`high-ticket remote sales roles. The company's unique value proposition combined with
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`Defendant Shelby’s large social media audience made this a multi-million dollar
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`organization. Helping women elevate and get placed into a high value remote sales role.
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`See Exhibit C
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`7. Plaintiff was integrally involved in every aspect of GSB's development and operations,
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`including:
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`a. Conceptualizing and refining the business model;
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`b. Developing proprietary training materials and methodologies;
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`c. Creating and managing the client database and CRM systems;
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`d. Handling day-to-day operations and client communications; and
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`e. Conducting weekly workshops and training sessions. The defendant was mainly
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`responsible for sales academy training and social media content distribution, what the
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`plaintiff relied on heavily for the success. See Exhibit D
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`8. A cornerstone of GSB's business was the GSB Flywheel, a proprietary model developed by
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`Plaintiff to illustrate the company's customer acquisition and value creation process. This
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`model, central to GSB's operations, included the following stages: a. START Distribution:
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`Shelby Sapp IG/Tikok, b. Lead Magnet: Webinar, Broadcast Channels, Typeform c. $3k
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`offer ($1k education and $2k placement respectively) e. Match and cross $10k a month as
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`a female sales rep. See Exhibit E
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`9. From May 2024 to August 2024, GSB experienced rapid growth and success. Key
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`achievements during this period included: a. Onboarding over 100 women into the training
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`program; b. securing partnerships with dozens of companies for placement opportunities
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`with live workshops; c. having a large CRM/Software database of members and businesses;
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`d. receiving positive Trustpilot reviews and collecting video testimonials highlighting the
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`success; and e. successfully placing dozens of women in high-paying sales roles. See
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`Exhibit F
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`10. This success resulted from the combined efforts of Plaintiff and Defendant Shelby, but
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`heavily relied on the good faith that Defendant Shelby would uphold her reaffirmed
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`commitment. Plaintiff personally led many training sessions, developed sales strategies,
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`and worked directly with clients to ensure their success. See Exhibit G
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`11. As GSB grew, the company developed a significant portfolio of proprietary information
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`and trade secrets crucial to its competitive advantage. These included:
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`a. Client Database: A comprehensive database of over 200 potential clients, including
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`detailed profiles, contact information, and interaction history. This database, managed
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`through a custom CRM & Software system, represented a significant investment of
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`time and resources. See Exhibit H
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`b. Training Materials: Extensive training assets covering advanced techniques,
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`negotiation strategies, and industry-specific knowledge. These materials, developed
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`primarily by Plaintiff, formed the backbone of GSB's educational offerings.
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`See Exhibit I
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`c. Placement Algorithm: A proprietary algorithm to match trained sales representatives
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`with suitable companies, considering factors such as skill sets, company culture, and
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`growth potential in the software. See Exhibit J
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`d. Marketing Funnels: Sophisticated funnels for lead generation and conversion,
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`incorporating email sequences, social media campaigns, and targeted advertising.
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`e. Financial Models: Detailed financial models for pricing services, projecting revenue,
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`and maximizing profitability. See Exhibit K, L, M
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`12. To protect this valuable information, GSB implemented several security measures, such
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`as: access to the CRM and other sensitive systems was restricted and password-protected,
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`confidential documents were clearly marked and stored securely, and regular security
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`audits were conducted on digital systems
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`13. Defendant Shelby, as a 50% owner and co-founder, had full access to all of this proprietary
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`information. She was well aware of its confidential nature and the competitive advantage
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`it provided to GSB. She utilized this to personally injure the Plaintiff.
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`14. On June 18, 2024, Defendant Shelby, Plaintiff, Defendant Shelby’s Executive Assistant,
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`and two individuals named Blake Rocha and Alex Blay participated in a business call.
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`During this call, Defendant Shelby explained GSB's business model in detail, including
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`proprietary strategies and client acquisition methods. At the time, it was made clear to the
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`Plaintiff that this was a potential partnership opportunity for GSB. This was repeated to the
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`Plaintiff that it would be the best for GSB and for what they would do together. Reaffirming
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`this everyday up until a 10 minute out of the blue phone call from Defendant only 30 hours
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`before launching the duplicate company offer. See Exhibit N
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`15. Following this call, Plaintiff learned that Blake Rocha and Alex Blay had sent Defendant
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`Shelby a contract titled "Operating Agreement Shelby.” This document proposed a new
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`business venture that would directly compete with GSB.
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`16. Key points from this agreement include:
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` a. It was dated June 18, 2024 - the same day as the aforementioned call;
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`b. It proposed forming a new company focused on "online education and related
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`placement services" - essentially identical to GSB's core business;
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` c. It outlined an equity split giving Defendant Shelby 60% ownership in this new
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`venture; and
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`d. It included provisions that closely mirrored GSB's business model and this was made
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`clear to Defendant Shelby countless times, who reassured that this is invaluable to our
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`efforts and in the best interests of GSB.
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`17. This operating agreement, created one whole month after GSB's formation, serves as clear
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`evidence of Defendants’ premeditated intent to defraud Plaintiff and misappropriate GSB's
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`business model. See Exhibit O
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`18. Upon discovering this contract, Plaintiff immediately expressed concerns to Defendant
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`Shelby, warning her that pursuing this arrangement could constitute a breach of her
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`fiduciary duty to GSB. Defendant Shelby assured Plaintiff that she had no intention of
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`competing with GSB and that any new ventures would benefit their existing partnership.
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`19. Over the next two months, from June 18 to August 20th, 2024, Defendant Shelby engaged
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`in a calculated campaign of deception. During this period, she: repeatedly assured Plaintiff
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`of her commitment to GSB, stating nearly every day that they should "continue placing the
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`women" and that everything was "perfect," claimed to be "so busy with the new program,
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`webinar and content," but insisted that this work would be "so good for GSB to bring more
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`women," continued to have full access to all of GSB's proprietary information, participated
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`in GSB's business meetings and strategic planning sessions, led client-facing workshops
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`and training sessions, and represented herself as fully committed to GSB in all internal and
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`external communications.
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`20. During this time, Defendant Shelby sold GSB's services to new clients but delayed and
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`refused to compensate the LLC for these sales. Instead, she reaped the benefits of Plaintiff
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`fulfilling the promised services, which included elevating clients personally and
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`professionally and matching them with high-ticket remote business offers, continuing to
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`delay because her former business partner was handling some of those things. Plantiff
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`learned that this prior partner was deceived as well after reaching out and hearing his
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`testimony after what transpired. Showing repeated pattern from defendant. See Exhibit P
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`21. Defendant Shelby’s Executive Assistant and her two alleged co-conspirators (Blake Rocha
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`and Alex Blay) were complicit in this fraudulent scheme, as evidenced by their
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`involvement in planning meetings and communications related to the competing venture.
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`See Exhibit Q
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`22. On August 18, 2024, at approximately 11:00 PM, Defendant Shelby called Plaintiff and
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`abruptly announced that she wanted to "take it all in-house." She effectively ended their
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`partnership without any prior notice or discussion. This call lasted less than 10 minutes and
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`left Plaintiff shocked and confused. Even still the plaintiff was acting in good faith and
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`wanted to figure out a path forward. Defendant Shelby did not respond and carried on as if
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`nothing happened, posting publicly how happy she is that she is launching this webinar.
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`23. Just 30 hours later, on August 20, 2024, Defendant Shelby launched her competing
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`business through a webinar titled "She Sells Remote."
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`24. The “She Sell Remote” webinar was attended by approximately 30,000 people, many of
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`whom were likely from GSB's client list. It introduced "She Sells Placement Software" - a
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`product virtually identical to GSB's offering which was labeled as “The Real Game
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`Changer,” and the reason why the webinar price went from $750 prior to $2997. See
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`Exhibit R, S
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`25. Furthermore, the webinar used language and concepts directly taken from GSB's marketing
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`materials and it generated upwards of $1 million+ in sales in a 2 hour webinar they had
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`conspired behind the plantiff’s back for 2 months.
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`26. The competing business Defendants launched, "She Sells Remote," is almost
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`indistinguishable from GSB in its core offerings and structure. This is evident from the
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`"Flywheel", which shows the GSB Flywheel developed by Plaintiff, exhibits and dozens
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`of testimonials from GSB clients.
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`27. Defendants’ actions resulted in the immediate and almost total collapse of GSB's business
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`operations.
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`28. Overnight, Plaintiff lost access to: GSB's client base, ongoing and potential revenue
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`streams, and the value of his 50% ownership stake in a massive enterprise.
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`29. On August 22, 2024, Plaintiff sent a demand letter to Defendant Shelby, outlining her
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`breaches of fiduciary duty, fraud, and misappropriation of trade secrets. See Exhibit T
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`30. In response, Defendant Shelby, through her counsel, sent a retaliatory cease and desist
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`letter, making false claims about Plaintiff's conduct and alleging that Defendant Shelby
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`feared for her safety. Specifically, the letter stated that Defendant Shelby was "afraid to
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`leave her apartment due to your close proximity," a claim that is demonstrably false given
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`the numerous public and private interactions between Plaintiff and Defendant Shelby in
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`the days leading up to August 22, 2024 and after when she publicly and privately celebrated
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`victoriously around the neighborhood where the defendant and plantiff live. While never
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`giving any evidence and then covering it up in the days that followed. The defendant lives
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`1 minute walking distance from plantiff and there are multiple pieces of evidence to
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`demonstrate the false claim that she was “afraid to leave her apartment.” See Exhibit U
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`31. Following the exchange of these letters, Defendant Shelby escalated her defamatory
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`behavior. She began making false and damaging statements about Plaintiff on her personal
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`Instagram account, which has approximately 300,000 followers. These defamatory posts
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`included:
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`a. On August 21, 2024: "I have 0% involvement with GSB and my former business
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`partner. While continuously defaming me on a recorded call to only the members of
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`our joint partnership. While we have not dissolved the company and she did this
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`unilaterally in bad faith, while maliciously defaming me. See Exhibit V
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`b. On August 22, 2024: "I’m not some scammy internet marketer dude out to take your
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`money." See Exhibit X
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`c. On August 23, 2024: "Never let a narcissist control you from achieving what you set
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`out to do. disgusting." See Exhibit Y
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`d. On August 23, 2024: "I have gotten taken advantage of in the business world last
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`couple months." See Exhibit Z
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`32. The aforementioned statements were not only false but also deeply damaging to Plaintiff's
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`personal and professional reputation. Many of Defendant Shelby’s followers are in the
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`same industry as GSB, and these posts have directly impacted Plaintiff's ability to do
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`business and maintain professional relationships.
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`33. The impact of Defendants’ actions extends beyond Plaintiff to the hundreds of women who
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`were clients of GSB. These clients were left confused, distraught, and financially impacted
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`by Defendant Shelby’s sudden departure and launch of a competing service.
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`34. In a recorded call with nearly 20 GSB clients (video testimony recorded), these women
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`expressed their confusion and distress, stating that: they were unaware of Defendant
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`Shelby’s plans to leave GSB, they recognized that Defendant Shelby’s new offering was
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`essentially the same product as GSB's, they felt betrayed and left in the dark, much like
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`Plaintiff. Alongside that showing their support for plantiff. See Exhibit AB
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`35. The impact of Defendants’ actions on Plaintiff's life has been severe and multifaceted:
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`a. Financial Loss: Plaintiff has lost his primary source of income and the value of his
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`ownership stake in GSB. Based on GSB's growth trajectory, this represents millions of
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`dollars in lost current and future earnings alongside enterprise value.
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`b. Reputational Damage: Defendant Shelby’s false statements have tarnished Plaintiff's
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`professional reputation. Potential business partners and clients have withdrawn from
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`negotiations after hearing these allegations.
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`c. Emotional Distress: The betrayal by someone Plaintiff considered a trusted business
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`partner, combined with the sudden loss of a business he poured his heart into, has
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`caused significant emotional trauma.
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`d. Career Setback: Building GSB was the culmination of years of work in the sales and
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`training industry. Defendants’ actions have set Plaintiff's career back significantly,
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`forcing him to rebuild from scratch.
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`36. Since Defendant Shelby’s departure and the launch of her competing business, Plaintiff
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`has received numerous messages from GSB clients expressing confusion and concern.
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`Many have stated that they see no substantial difference between GSB's offerings and
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`Defendant's new "She Sells Remote" program, further evidencing the misappropriation of
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`GSB's business model and trade secrets. Alongside Shelby and defandant showing publicly
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`to their social media exactly what GSB does. See Exhibit AC, AD, AE, AF, AG
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`COUNT I - BREACH OF FIDUCIARY DUTY
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`Plaintiff re-alleges the allegations contained in the preceding paragraphs above,
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`as if fully set forth herein.
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`37. As a co-founder and 50% owner of GSB, Defendant Shelby owed fiduciary duties of
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`loyalty, care, and good faith to Plaintiff.
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`38. Defendant breached her fiduciary duties by misappropriating GSB’s business model,
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`proprietary information, and trade secrets, and by launching a competing business without
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`Plaintiff’s knowledge or consent.
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`39. As a direct and proximate result of Defendant Shelby’s breach of fiduciary duty, Plaintiff
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`has suffered damages, including but not limited to the loss of business opportunities,
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`revenue, and the value of his ownership stake in GSB.
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`WHEREFORE, Plaintiff respectfully prays for this Court to enter judgment against the
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`Defendant for an amount to be ascertained at trial, plus interest, and reasonable
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`Attorney’s fees and costs,and award such other relief as this Court may deem appropriate
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`COUNT II - MISAPPROPRIATION OF TRADE SECRETS
`(Under Florida’s Uniform Trade Secrets Act)
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`Plaintiff re-alleges the allegations contained in the preceding paragraphs above, as if fully
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`set forth herein.
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`40. The proprietary information Defendant Shelby misappropriated, including the GSB
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`Flywheel, client databases, training materials, placement algorithm, marketing funnels, and
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`financial models, constitutes trade secrets under Florida law.
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`41. Defendant Shelby misappropriated these trade secrets by using them to create and launch
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`her competing business, "She Sells Remote."
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`42. Defendant Shelby’s misappropriation was willful and malicious, and has caused Plaintiff
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`irreparable harm, entitling him to damages, including exemplary damages, attorneys’ fees,
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`and injunctive relief.
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`WHEREFORE, Plaintiff respectfully prays for this Court to enter judgment against the
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`Defendant for an amount to be ascertained at trial, plus interest, and reasonable attorney’s fees
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`and costs, and award such other relief as this Court may deem appropriate.
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`COUNT III – BREACH OF ORAL CONTRACT
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`Plaintiff re-alleges the allegations contained in the preceding paragraphs above, as if fully
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`set forth herein.
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`43. Plaintiff and Defendant Shelby entered into an oral agreement, evidenced by numerous
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`emails and text messages, to form GSB and split the profits of GSB equally amongst
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`themselves.
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`44. Plaintiff fulfilled all obligations under the agreement, including but not limited to….
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`45. Defendant Shelby breached the agreement when she misappropriated GSB’s business
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`model, proprietary information, and trade secrets, and launched a competing business
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`without Plaintiff’s knowledge or consent.
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`46. As a direct and proximate consequence of Defendant Shelby’s breach, the Plaintiff suffered
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`damages.
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`WHEREFORE, Plaintiff respectfully prays for this Court to enter judgment against the
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`Defendant for an amount to be ascertained at trial, plus interest, and reasonable attorney’s fees
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`and costs, and award such other relief as this Court may deem appropriate.
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`COUNT IV – UNJUST ENRICHMENT (IN THE ALTERNATIVE)
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`Plaintiff re-alleges the allegations contained in the preceding paragraphs above, as if fully
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`set forth herein.
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`47. If Plaintiff does not prevail on its legal remedy such as breach of oral contract, the Plaintiff
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`will lack an adequate remedy at law, so this cause of action is in the alternative pursuant to
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`Rule 1.110(g) of the Florida Rules of Civil Procedure.
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`48. Defendant Shelby has been unjustly enriched at the expense of Plaintiff by
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`misappropriating GSB’s proprietary business model, trade secrets, and customer base to
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`launch her own business venture.
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`49. Defendant Shelby’s actions have deprived Plaintiff of the value of their contributions to
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`GSB, including the use of proprietary training materials, client databases, and strategic
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`marketing assets developed by Plaintiff.
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`50. As a result of Defendant Shelby’s actions, Plaintiff has suffered financial loss, loss of
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`business opportunities, reputational damage, and emotional distress, while Defendant
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`Shelby has unjustly profited from the use of Plaintiff’s work and intellectual property.
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`51. It would be inequitable and unjust to allow Defendant to retain the benefits of Plaintiff’s
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`efforts and proprietary contributions without compensating Plaintiff for the value thereof.
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`WHEREFORE, Plaintiff respectfully prays for this Court to enter judgment against the
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`Defendant for an amount to be ascertained at trial, plus interest, and reasonable attorney’s fees and
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`costs, and award such other relief as this Court may deem appropriate.
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`COUNT V – PROMISSORY ESTOPPEL (IN THE ALTERNATIVE)
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`Plaintiff re-alleges the allegations contained in the preceding paragraphs above, as if fully
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`set forth herein.
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`52. If Plaintiff does not prevail on its legal or equitable remedy such as breach of oral contract
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`or unjust enrichment, the Plaintiff will lack an adequate remedy at law, so this cause of
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`action is in the alternative pursuant to Rule 1.110(g) of the Florida Rules of Civil
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`Procedure.
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`53. Defendant Shelby made clear and definite promises to Plaintiff, including that she would
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`remain committed to GSB, uphold their joint business venture, and refrain from actions
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`that would harm or undermine the business.
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`54. Plaintiff reasonably relied on Defendant Shelby’s promises, continuing to invest his time,
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`resources, and proprietary knowledge into GSB under the belief that Defendant Shelby
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`would honor her commitments.
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`55. Plaintiff’s reliance on these promises was foreseeable and justified given Defendant
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`Shelby’s repeated reassurances and her role as a 50% owner and co-founder of GSB.
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`56. Plaintiff’s reliance on Defendant Shelby’s promises caused him significant financial and
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`reputational harm, including the loss of business opportunities, revenue, and the destruction
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`of GSB’s operations.
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`57. Defendant Shelby’s failure to fulfill her promises and subsequent actions in launching a
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`competing business caused Plaintiff to suffer substantial losses and made it unjust for
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`Defendant Shelby to avoid responsibility for the harm caused by Plaintiff’s reliance.
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`58. Equity and justice require enforcement of Defendant Shelby’s promises to prevent the
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`unjust harm suffered by Plaintiff due to Defendant Shelby’s failure to uphold her
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`commitments.
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`WHEREFORE, Plaintiff respectfully prays for this Court to order restitution to Plaintiff
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`for the losses sustained as a result of his reasonable reliance on those promises, award Plaintiff
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`compensatory damages for the financial harm, reputational damage, and business losses caused by
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`Defendant’s actions, award Plaintiff attorney’s fees, costs, and any other relief this Court deems
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`just and proper.
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`COUNT VI – DEFAMATION
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`Plaintiff re-alleges the allegations contained in the preceding paragraphs above, as if fully
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`set forth herein.
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`59. Defendant Shelby made false and defamatory statements of fact about Plaintiff in the form
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`of social media posts and communications with third parties, falsely accusing Plaintiff of
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`being a "scammy internet marketer" and labeling him as "narcissistic" and unprofessional.
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`60. These statements were published to third parties, including Defendant Shelby’s
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`approximately 300,000 social media followers, which resulted
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`in widespread
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`dissemination of the false information.
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`61. The statements were not privileged and were made with the intent to cause harm to
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`Plaintiff’s reputation and business.
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`62. Defendant Shelby acted with actual malice in making these statements, as Defendant knew
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`the statements were false or acted with reckless disregard for the truth.
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`63. As a direct and proximate result of Defendant’s defamatory statements, Plaintiff has
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`suffered significant damages, including loss of business opportunities, harm to reputation,
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`emotional distress, and financial loss.
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`64. Plaintiff is entitled to compensatory damages for the injury to his reputation, emotional
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`distress, and economic losses.
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`65. Plaintiff is also entitled to punitive damages due to Defendant’s willful, malicious, and
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`egregious conduct in making these defamatory statements.
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`WHEREFORE, Plaintiff respectfully prays for this Court to enter judgment against the
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`Defendant for an amount to be ascertained at trial, plus interest, and reasonable attorney’s fees and
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`costs, and award such other relief as this Court may deem appropriate.
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`Dated: September 5, 2024
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`Respectfully Submitted,
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`/s/ M. Gabriela Palacios
`M. Gabriela Palacios, Esq.
`FBN: 124208
`The Palacios Law Firm PLLC
`One Alhambra Plaza, PH Fl
`Coral Gables, FL 33134
`Ph: (305) 753-9777
`Fax: (305) 415-8312
`Email:gpalacios@thepalacioslawfirm.com
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`Articles of
`Organization
`
`A set of formal documents filed with the Secretary
`of State to legally document the creation of a new
`business entity.
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`

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`Wyoming Secretary of State
`
`Herschler Bldg East, Ste.100 & 101
`
`Cheyenne, WY 82002-0020
`Ph. 307-777-7311
`
`For Office Use Only
`WY Secretary of State
`FILED: May 13 2024 9:48AM
`Original ID: 2024-001456359
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`Limited Liability Company
`Articles of Organization
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`The name of the limited liability company is:
`GIRL SALES BOSS LLC
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`The name and physical address of the registered agent of the limited liability company is:
`REPUBLIC REGISTERED AGENT LLC
`5830 E 2nd St Ste 7000
`Casper, WY 82609
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`The mailing address of the limited liability company is:
`5830 E 2ND ST, STE 7000 #15948
`CASPER, WY 82609
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`The principal office address of the limited liability company is:
`5830 E 2ND ST, STE 7000 #15948
`CASPER, WY 82609
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`The organizer of the limited liability company is:
`INCFILE.COM LLC
`17350 STATE HWY 249 #220, HOUSTON, TX, 77064
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`I.
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`II.
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`III.
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`IV.
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`V.
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`Signature:
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`Date: 05/13/2024
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`Print Name:
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`LOVETTE DOBSON
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`Title:
`
`Email:
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`ORGANIZER
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`EFILE1234@INCFILE.COM
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`Daytime Phone #:
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`(888) 462-3453
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`Page 1 of 4
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`Wyoming Secretary of State
`
`Herschler Bldg East, Ste.100 & 101
`
`Cheyenne, WY 82002-0020
`Ph. 307-777-7311
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`I am the person whose signature appears on the filing; that I am authorized to file these documents on behalf of the
`business entity to which they pertain; and that the information I am submitting is true and correct to the best of my
`knowledge.
`
`I am filing in accordance with the provisions of the Wyoming Limited Liability Company Act, (W.S. 17-29-101 through
`17-29-1105) and Registered Offices and Agents Act (W.S. 17-28-101 through 17-28-111).
`
`I understand that the information submitted electronically by me will be used to generate Articles of Organization that
`will be filed with the Wyoming Secretary of State.
`
`I intend and agree that the electronic submission of the information set forth herein constitutes my signature for this
`filing.
`I have conducted the appropriate name searches to ensure compliance with W.S. 17-16-401.
`
`I consent on behalf of the business entity to accept electronic service of process at the email address provided with
`Article IV, Principal Office Address, under the circumstances specified in W.S. 17-28-104(e).
`
`Notice Regarding False Filings: Filing a false document could result in criminal penalty and
`prosecution pursuant to W.S. 6-5-308.
`
`W.S. 6-5-308. Penalty for filing false document.
`
`(a) A person commits a felony punishable by imprisonment for not more than two (2) years, a fine
`of not more than two thousand dollars ($2,000.00), or both, if he files with the secretary of state
`and willfully or knowingly:
`
`(i) Falsifies, conceals or covers up by any trick, scheme or device a material fact;
`
`(ii) Makes any materially false, fictitious or fraudulent statement or representation; or
`
`(iii) Makes or uses any false writing or document knowing the same to contain any materially
`false, fictitious or fraudulent statement or entry.
`
`I acknowledge having read W.S. 6-5-308.
`
`Filer is:
`
`An Individual
`
`An Organization
`
`Filer Information:
`By submitting this form I agree and accept this electronic filing as legal submission of my Articles of
`Organization.
`
`Signature:
`
`Date: 05/13/2024
`
`Print Name:
`
`LOVETTE DOBSON
`
`Title:
`
`Email:
`
`ORGANIZER
`
`EFILE1234@INCFILE.COM
`
`Daytime Phone #:
`
`(888) 462-3453
`
`Page 2 of 4
`
`

`

`Wyoming Secretary of State
`
`Herschler Bldg East, Ste.100 & 101
`
`Cheyenne, WY 82002-0020
`Ph. 307-777-7311
`
`Consent to Appointment by Registered Agent
`
`REPUBLIC REGISTERED AGENT LLC, whose registered office is located at 5830 E 2nd St
`Ste 7000, Casper, WY 82609, voluntarily consented to serve as the registered agent for GIRL
`SALES BOSS LLC and has certified they are in compliance with the requirements of W.S. 17-28-
`101 through W.S. 17-28-111.
`
`I have obtained a signed and dated statement by the registered agent in which they
`voluntarily consent to appointment for this entity.
`
`Signature:
`
`Date: 05/13/2024
`
`Print Name:
`
`LOVETTE DOBSON
`
`Title:
`
`Email:
`
`ORGANIZER
`
`EFILE1234@INCFILE.COM
`
`Daytime Phone #:
`
`(888) 462-3453
`
`Page 3 of 4
`
`

`

`STATE OF WYOMING
`Office of the Secretary of State
`
`I, CHUCK GRAY, Secretary of State of the State of Wyoming, do hereby certify that the filing
`requirements for the issuance of this certificate have been fulfilled.
`
`CERTIFICATE OF ORGANIZATION
`
`GIRL SALES BOSS LLC
`
`I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official
`certificate at Cheyenne, Wyoming on this 13th day of May, 2024 at 9:48 AM.
`
`Remainder intentionally left blank.
`
`Filed Date: 05/13/2024
`
`Secretary of State
`
`Filed Online By:
`
`LOVETTE DOBSON
`
`on 05/13/2024
`
`Page 4 of 4
`
`

`

`Operating
`Agreement
`
`A private agreement between the
`members/owners of the LLC, and it details the
`ownership, rights, and responsibilities of the
`LLC members.
`
`

`

`LIMITED LIABILITY COMPANY
`OPERATING AGREEMENT OF
`GIRL SALES BOSS LLC
`
`This agreement is made effective on the
`among the member(s) and the company.
`
`day of
`
`1. Formation.A limited liability company (LLC) of the above name has been formed
`underthe lawsof the State of Wyoming byfiling Articles of Organization (or similar
`organizing document) with the Secretary of State (or other appropriate office) on
`05/13/2024. The purposeof the business shall be to carry on any activity which is lawful
`underthejurisdiction in which it operates. The LLC may operate undera fictitious name
`or names aslong as the LLC is in compliance with applicable fictitious name registration
`laws. The term of the LLC shall be perpetualor until dissolved as provided by law or by
`vote of the member(s) as provided in this agreement. Upon dissolution the remaining
`membersshall have the powerto continue the operation of the LLC as long as necessary
`and allowable understate law until the winding upof the affairs of the business has been
`completed.
`
`2. Members. The nameand addressof each initial limited liability company memberis:
`
`GUEORGUI STOITZEV
`5830 E 2ND ST, STE 7000 #15948
`CASPER , WY 82609
`
`SHELBY HAAS
`5830 E 2ND ST, STE 7000 #15948
`CASPER , WY 82609
`
`3. Contributions. The capital contribution of each limited liability company memberin
`exchangefor their LLC ownershipis:
`
`Name
`
`LLC
`Ownership
`
`Capital
`Contribution
`
`GUEORGUI STOITZEV
`
`SHELBY HAAS
`
`50%
`
`50%
`
`$
`
`$
`
`NOTE: Thecapital contribution may be in the form of cash (or cash equivalents), labor or
`services (past or future), or property/equipment/assets other than cash. Regardless of the
`type of capital contribution, it should be expressed abovein a dollar equivalent value that
`is agreed upon byall limited liability company members. Additionally, there may be
`accounting/tax ramifications for individuals contributing capital other than cash.
`
`4. Profit and Loss. The profits and losses of the limited liability company shall be
`distributed amongst the membersin proportion with