Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 1 of 10 PageID #: 1
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`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF MISSOURI
`EASTERN DIVISION
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`MITZI PASCH
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`Plaintiff,
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`vs.
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`ROBERT WILSON,
`ONDOC, LLC
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`Defendants.
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`No.
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`Div.
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`COMPLAINT
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`COMES NOW Plaintiff and states as follows:
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`NATURE OF THE ACTION
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`This is an action for damages, punitive damages and attorneys’ fees and
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`1.
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`costs arising out of Defendants’ sale of securities by use of false and untrue statements. Plaintiff
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`alleges claims under state and federal securities laws, as well as related common law claims for
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`fraud and negligent representation.
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`THE PARTIES
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`Plaintiff Mitzi Pasch (“Mitzi”) is a citizen of the State of Missouri.
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`Defendant Robert Wilson (“Wilson”) is a citizen of the State of
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`1.
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`2.
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`Pennsylvania.
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`3.
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`Defendant OnDoc, LLC is a Pennsylvania limited liability company with
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`its principal place of business in Pennsylvania. OnDoc provides individuals with online access
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`to discount prescriptions and to medical professionals for advice and consultation for a monthly
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`fee.
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`1
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`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF MISSOURI
`EASTERN DIVISION
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`MITZI PASCH
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`Plaintiff,
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`vs.
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`
`
`
`
`ROBERT WILSON,
`ONDOC, LLC
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`
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`
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`Defendants.
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`No.
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`Div.
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`COMPLAINT
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`COMES NOW Plaintiff and states as follows:
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`NATURE OF THE ACTION
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`This is an action for damages, punitive damages and attorneys’ fees and
`
`1.
`
`costs arising out of Defendants’ sale of securities by use of false and untrue statements. Plaintiff
`
`alleges claims under state and federal securities laws, as well as related common law claims for
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`fraud and negligent representation.
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`THE PARTIES
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`Plaintiff Mitzi Pasch (“Mitzi”) is a citizen of the State of Missouri.
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`Defendant Robert Wilson (“Wilson”) is a citizen of the State of
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`1.
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`2.
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`Pennsylvania.
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`3.
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`Defendant OnDoc, LLC is a Pennsylvania limited liability company with
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`its principal place of business in Pennsylvania. OnDoc provides individuals with online access
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`to discount prescriptions and to medical professionals for advice and consultation for a monthly
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`fee.
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`1
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 2 of 10 PageID #: 2
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`JURISDICTION AND VENUE
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`This Court has subject matter jurisdiction over this action pursuant to 28
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`4.
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`U.S.C. §1331 and §1332 because the parties are of diverse citizenship and the amount in
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`controversy exceeds $75,000. This Court has pendent jurisdiction over the state law claims
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`pursuant to 28 U.S.C. §1367(a).
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`5.
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`Venue is proper in this District pursuant to 28 U.S.C. §1391(b) because
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`the acts, transactions, or courses of business constituting the sales of these securities occurred in
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`this District.
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`6.
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`This Court has personal jurisdiction over the Defendants because the
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`Defendants solicited Mitzi’s investment in OnDoc by communications directed to Mitzi in St.
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`Louis, including at least one video conference where Mitzi was present in St. Louis. In addition,
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`upon information and belief, OnDoc has transacted and transacts business with Missouri
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`residents.
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`FACTUAL BACKGROUND
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`OnDoc is the brainchild of Defendant Robert Wilson. Mitzi now believes
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`7.
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`that Wilson incorporated OnDoc as a Pennsylvania limited liability company in February 2018.
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`However, when Wilson solicited Mitzi’s investment in OnDoc, Wilson represented that OnDoc
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`was a corporation and offered Mitzi the “opportunity” to acquire common stock. In any event,
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`OnDoc markets itself as an entity that provides individuals with online access to discount
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`prescriptions and to medical professionals for advice and consultation for a monthly fee. OnDoc
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`is structured as a typical multi-level or pyramid marketing operation, under which distributors
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`are encouraged to recruit new distributors and are compensated based on their own production,
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`the production of new distributors, and so on.
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`2
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 3 of 10 PageID #: 3
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`8.
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`Beginning in the late Summer or Fall of 2018, Wilson solicited Mitzi’s
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`investment in OnDoc through a series of false and fraudulent statements, including without
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`limitation:
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`(a)
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`In October 2018, Wilson represented to Mitzi (and others) that an NFL
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`quarterback who played for the North Carolina franchise had donated $500,000 toward the
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`purchase of OnDoc vouchers for poor and underprivileged families through OnDoc’s charitable
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`arm, OnDoc Cares. If true, the quarterback’s participation would have provided significant
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`public gravitas and operating capital for OnDoc. Upon information and belief, the quarterback
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`did not make the donation;
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`(b)
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`Also in October 2018, Wilson represented to Mitzi (and others) that the
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`Chief Executive Officer of Stream, a highly successful direct sales organization, had endorsed
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`OnDoc and the OnDoc program. Upon information and belief, the Stream CEO did not and has
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`never endorsed OnDoc;
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`(c)
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`On November 4, 2018, Wilson represented that the accounting firm of
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`Ernst & Young had opined that the going concern value of OnDoc was $20.4 million dollars.
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`Upon information and belief, Ernst & Young has never valued OnDoc at $20.4 million dollars;
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`(d)
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`On November 4, 2018, Wilson represented that Ernst & Young estimated
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`that OnDoc would have a total of 125,000 clients by fiscal year 2019;
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`(e) Wilson misrepresented the number of OnDoc clients on various occasions.
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`For example, on November 6, 2018, in connection with a virtual power point presentation,
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`Wilson represented that OnDoc had already exceeded the customer levels projected in a power
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`point presentation for the first and second quarters of 2019, which was not true. During the same
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`power point presentation, still prior to Mitzi making her first investment in OnDoc, Wilson
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`3
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 4 of 10 PageID #: 4
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`represented (i) that OnDoc had at least 2400 customers and (ii) that the Federal Trade
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`Commission had given a glowing endorsement of OnDoc, predicting that OnDoc would have
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`175,000 customers by the end of fiscal year 2019;
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`(f)
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`On or about November 4, 2018, Wilson represented to Mitzi that, if she
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`would invest in OnDoc, her son would be awarded a finder’s fee equal to a 2.5% shareholding
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`interest in OnDoc. Upon information and belief, Wilson never had any intention of awarding
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`Mitzi’s son a finder’s fee and never did;
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`(g) Wilson provided Mitzi with a Confidential Private Placement
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`Memorandum dated November 4, 2018 in which he represented:
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`(i)
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`That OnDoc was soliciting the purchase of “up to 50,000 Shares of
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`Common Stock at $2.00 per share” even though Wilson knew that
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`OnDoc was a limited liability company whose ownership was
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`represented by membership interests, not shares of common stock;
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`(ii)
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`That OnDoc was initially capitalized by, among other things, a
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`$100,000 capital investment by Wilson;
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`(iii)
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`That an individual named Leslie Siegel owned 50,000 shares of
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`OnDoc common stock when no person owned any “stock” in
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`OnDoc and, upon information and belief, Leslie Siegel never
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`owned any “stock” or even any membership interest in OnDoc;
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`(iv)
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`That other individuals, including Wilson, also owned shares of
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`OnDoc “stock” when no person owned any “stock” in OnDoc;
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`(v)
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`That OnDoc had a board of “directors” who would serve “until
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`their successors have been elected or qualified at an annual
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`4
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 5 of 10 PageID #: 5
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`shareholders’ meeting when, in fact, OnDoc did not operate with a
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`board of directors and, for the reasons previously stated, the board
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`would never be elected by any OnDoc “shareholders.”
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`(h)
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`On November 14, 2018, Wilson represented that Leslie Siegel was a
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`“board member” of OnDoc, which was not true;
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`(i)
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`On November 14, 2018, Wilson represented to Mitzi that Mark and
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`Shannon Williams had invested in OnDoc. Upon information and belief, Mark and Shannon
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`Wilson have never invested in OnDoc.
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`(j)
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`On or about November 15, 2018, Wilson provided Mitzi with a Unit
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`Purchase Agreement in which he:
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`(a) Warranted and represented in various places that he owned
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`common stock in OnDoc, “is a Shareholder in OnDoc, LLC, who
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`is the record owner of outstanding share of the capital stock of
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`OnDoc, LLC” and the like;
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`(b)
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`Represented that, following Mitzi’s purchase of OnDoc “stock,”
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`Mitzi would receive “certificates representing the Corporation’s
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`Shares”.
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`(k)
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`On November 18, 2018, Wilson provided Mitzi with a different
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`Confidential Private Placement Memorandum in which he:
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`(i)
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`Misrepresented in various places that OnDoc had issued common
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`stock and was offering shares of that stock for sale;
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`(ii)
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`Repeated the misrepresentation that he had invested $100,000;
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`5
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 6 of 10 PageID #: 6
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`(iii)
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`Provided without explanation a list of “shareholders” that no
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`longer included Leslie Siegel and Mark and Shannan Williams;
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`(iv) Repeated his prior misrepresentations relating to the existence of a
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`“board of directors.”
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`9.
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`Wilson’s representations set forth in paragraph 8 were false and known to
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`be false when made and specifically designed to induce Mitzi to purchase “stock” in OnDoc by,
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`among other things, attempting to create the impression that OnDoc was structured and operated
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`with a level of sophistication and corporate formality that, in fact, did not exist.
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`10.
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`The Unit Purchase Agreement contemplated that Mitzi would purchase
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`her OnDoc shareholding interest by paying $100,000 in cash and $100,400 in the form of a “non-
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`interest loan.”
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`11.
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`In reliance upon Wilson’s representations, which were material to her
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`decision to invest, on November 23, 2018, Mitzi wired $80,000 to an account titled “RW Direct”
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`toward her purchase of what she thought was OnDoc common stock.
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`12.
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`On December 18, 2018, Mitzi wired $20,000 to Wilson’s RW Direct
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`account.
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`13.
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`In January 2019, Wilson pressed Mitzi for the balance of her
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`“investment,” representing to her that it was necessary to pay for the following:
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`Sound Concepts App - 10k
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`Website- 20k
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`Legal, Insurance, Travel, Marketing- 40k
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`Event- 25k
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`14.
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`Based upon Wilson’s representations and continued assurances that
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`OnDoc was or would be profitable because it was being managed by competent personnel in a
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`6
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 7 of 10 PageID #: 7
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`professional manner, and with the support and formality of a corporate structure and
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`administration, Mitzi delivered a check $100,400 made payable to RW Direct on Janaury 31,
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`2019. Upon information and belief, Wilson did not apply the second traunch of Mitzi’s money
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`as represented and never intended to do so.
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`15. Wilson made all of his misrepresentations in his capacity as a manager
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`and/or officer and/or principal of OnDoc and on behalf of and for the benefit of OnDoc.
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`COUNT I
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`RSMo §409.5-509(b)
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`16. Mitzi re-alleges the allegations of paragraphs 1-15.
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`17. Mitzi’s interest in OnDoc, whether a shareholding interest or membership
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`interest in a limited liability company, constitutes a security under RSMo §409.1-102(28) and the
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`Federal Securities Exchange Act of 1934.
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`18.
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`Defendants Wilson and OnDoc made untrue statements of material facts
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`and omitted material facts necessary under the circumstances to keep the statements that were
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`made from being misleading in connection with the sale of securities to Mitzi.
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`19.
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`Defendants acted knowingly and with the specific intent to deceive and
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`defraud Mitzi and Defendants’ misrepresentations and omissions were material to Mitzi’s
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`decision to invest in OnDoc.
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`20. Mitzi justifiably relied on Defendants’ untrue statements of a material fact
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`and Defendants’ omission to state necessary material facts in selling securities. Mitzi did not
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`know of the untruths and omissions.
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`21.
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`Defendants’ misrepresentations and omissions caused Mitzi to suffer
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`damages.
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`7
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 8 of 10 PageID #: 8
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`22.
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`Defendants made the misrepresentations and omissions with malice and
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`with a conscious disregard for the rights of Mitzi such that Mitzi is entitled to an award of
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`punitive damages.
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`23. Mitzi is entitled to recover her reasonable attorneys’ fees and costs
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`pursuant to RSMo §409.5-509(b)(1).
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`COUNT II
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`15 U.S.C. §78j; 17 CFR 240.10b-5
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`24. Mitzi re-alleges the allegations of paragraphs 1-23.
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`25.
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`Defendants Wilson and OnDoc made untrue statements of material facts
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`and omitted material facts necessary under the circumstances to keep the statements that were
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`made from being misleading in connection with the sale of securities to Mitzi.
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`26.
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`Defendants acted knowingly and with the specific intent to deceive and
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`defraud Mitzi and Defendants’ misrepresentations and omissions were material to Mitzi’s
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`decision to invest in OnDoc.
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`27. Mitzi justifiably relied on Defendants’ untrue statements of a material fact
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`and Defendants’ omission to state necessary material facts in selling securities. Mitzi did not
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`know of the untruths and omissions.
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`28.
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`Defendants’ misrepresentations and omissions caused Mitzi to suffer
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`damages.
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`29.
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`Defendants made the misrepresentations and omissions with malice and
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`with a conscious disregard for the rights of Mitzi such that Mitzi is entitled to an award of
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`punitive damages.
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`COUNT III
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`8
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 9 of 10 PageID #: 9
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`Common Law Fraud
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`30. Mitzi re-alleges the allegations of paragraphs 1-29.
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`31.
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`Defendants Wilson and OnDoc made untrue statements of material facts
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`and omitted material facts necessary under the circumstances to keep the statements that were
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`made from being misleading in connection with the sale of securities to Mitzi.
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`32.
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`Defendants acted knowingly and with the specific intent to deceive and
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`defraud Mitzi and Defendants’ misrepresentations and omissions were material to Mitzi’s
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`decision to invest in OnDoc.
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`33. Mitzi had the right to rely upon Defendants and justifiably relied on
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`Defendants’ untrue statements of a material fact and Defendants’ omission to state necessary
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`material facts in selling securities. Mitzi did not know of the untruths and omissions.
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`34.
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`Defendants’ misrepresentations and omissions caused Mitzi to suffer
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`damages.
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`35.
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`Defendants made the misrepresentations and omissions with malice and
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`with a conscious disregard for the rights of Mitzi such that Mitzi is entitled to an award of
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`punitive damages.
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`COUNT IV
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`Negligent Misrepresentation
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`36. Mitzi re-alleges the allegations of paragraphs 1-35.
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`37.
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`Defendants made the misrepresentations and omissions in the course of
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`their business with the intent to influence and affect Mitzi’s decision to invest in an ongoing
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`business enterprise.
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`9
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`Case: 4:20-cv-00782-AGF Doc. #: 1 Filed: 06/16/20 Page: 10 of 10 PageID #: 10
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`38.
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`In the alternative, Defendants failed to exercise reasonable care to
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`determine the truth or falsity of their statements and omissions and were thereby negligent.
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`39.
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`As a result of Defendants’ negligence, Mitzi was damaged.
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`40.
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`Defendants made the misrepresentations and omissions with malice and
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`with a conscious disregard for the rights of Mitzi such that Mitzi is entitled to an award of
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`punitive damages.
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`REQUESTS FOR RELIEF
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`WHEREFORE, Plaintiff Mitzi Pasch requests that the Court enter Judgment in
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`her favor and against Defendants for:
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`A.
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`$150,400 plus pre-judgment and post-judgment interest;
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`B.
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`C.
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`For her attorneys’ fees and costs;
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`For punitive damages in an amount to be proved at trial; and
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`D.
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`For such other and further relief as the Court deems proper.
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`STONE, LEYTON & GERSHMAN,
`A PROFESSIONAL CORPORATION
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`By:
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`/s/Paul J. Puricelli
`Paul J. Puricelli #MO32801
`7733 Forsyth Blvd.
`Suite 500
`St. Louis, MO 63105
`(314) 721-7011
`(314) 721-8660 (fax)
`pjp@stoneleyton.com
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`Attorneys for Plaintiff
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