Finlink, Inc., D/b/a Mbanq Vs. Reynoso.pdf

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PLAINTIFFS’ FIRST AMENDED COMPLAINT
Arturo E. Sandoval, Esq. (SBN 227077)
Miles F. Maurino, Esq. (SBN 319377)
HAWKINS PARNELL & YOUNG, LLP
33 New Montgomery Street, Suite 800
San Francisco, California 94105
Telephone: (415) 766-3200
Facsimile: (415) 766-3250
Email: asandoval@hpylaw.com
mmaurino@hpylaw.com
Attorneys for Plaintiffs
FINLINK, INC. AND
VLADIMIR LOUNEGOV, AN INDIVIDUAL
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SONOMA
FINLINK, INC. and VLADIMIR LOUNEGOV,
an individual,
Plaintiffs,
vs.
JOSEPH REYNOSO, et al.,
Defendant.
Case No. SCV-272982
[Assigned to Hon. Christopher M. Honigsberg,
Dept. 18 for all purposes]
PLAINTIFFS’ FIRST AMENDED
COMPLAINT FOR:
1. DEFAMATION – LIBEL PER SE
2. DEFAMATION – SLANDER PER SE
3. VIOLATION OF BUS. & PROF.
CODE § 17200, ET SEQ. (UNFAIR
COMPETITION)
4. INTERFERENCE WITH
CONTRACTUAL RELATIONS
5. INTENTIONAL INTERFERENCE
WITH ECONOMIC ADVANTAGE
6. NEGLIGENT INTERFERENCE
WITH ECONOMIC ADVANTAGE
7. INJUNCTIVE RELIEF
DEMAND FOR JURY TRIAL
Complaint Filed: April 5, 2023
Trial Date: TBD

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Plaintiffs FinLink, Inc. (“FinLink”) and Vladimir Lounegov allege the following against
Defendant Joseph Reynoso:
SUMMARY OF ACTION
Plaintiff FinLink is a financial technology company, or a “FinTech”1
, which sets up and
operates banks for clients using its digital banking platform on a Software as a Service (SaaS) basis.
Defendant Joseph Reynoso was the non-executive Chairman of the Board of Directors of FinLink.
Defendant sought loans from FinLink exceeding $300,000.00. He eventually defaulted on all of
those loans and is now spreading misinformation and lies about Plaintiffs in an effort to deflect from
the monies Defendant owes to Plaintiffs, and it is seriously harming Plaintiffs’ business. Plaintiffs
are seeking damages as a result of Defendants malicious actions and also seek injunctive relief
preventing Defendant from continuing to spread misinformation about Plaintiffs.
JURISDICTION AND VENUE
1. This Court has jurisdiction over the subject matter in this action pursuant to Article
IV, Section of the California Constitution, because this case is not given by statute to other trial
courts.
2. In addition, the amount in controversy exceeds the minimum for unlimited civil
jurisdiction for this Court.
3. This Court has jurisdiction over Defendant because, on information and belief, he
regularly conducts business in this State2
, and his unlawful conduct towards Plaintiffs predominantly
occurred in this State.
4. Venue properly lies in this County in that Defendant regularly conducts business in
this County and, on information and belief, the conduct and events giving rise to the claims
described herein occurred in this County. Moreover, a number of the witnesses to the events in
question, on information and belief, reside or regularly transact business in this County, and relevant
1
Financial technology (better known as Fintech) is used to describe new tech that seeks to improve and automate the
delivery and use of financial services. See Financial Technology (Fintech): Its Uses and Impact on Our Lives
(investopedia.com).
2
Mr. Reynoso owner of Reynoso Vineyards in Santa Rosa, CA. See www.reynosowines.com.

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evidence is believed to be located in this County as well.
PARTIES
5. FinLink, Inc. is incorporated in Delaware. During the time in which the events
underlying Plaintiffs’ complaint occurred, FinLink was headquartered in Healdsburg, CA. FinLink
is now headquartered in the State of Florida.
6. Vladimir Lounegov is the CEO/Founder of FinLink. He currently resides in the State
of Washington. During the events relevant to this action, Mr. Lounegov resided in Contra Costa
County.
7. Defendant Joseph Reynoso is a resident of Chicago. On information and belief Mr.
Reynoso regularly conducts business in this County as he owns a winery called Reynoso Family
Vineyards located in this County. Defendant signed the loan contracts with FinLink listing as his
residence an address in Cloverdale, California.
FACTUAL ALLEGATIONS
8. Defendant Joseph Renyoso became non-executive Chairman of the Board of
Directors of FinLink in August 2016, when the company was formed. Defendant told Plaintiff
Vladimir Lounegov that he needed money for a loan. Wanting to help Mr. Reynoso on or about July
1, 2021, Defendant was given the loans from Plaintiff FinLink in the amounts of $288,000.00 and
$212,000.00. Defendant then asked for an additional loan claiming he needed more money which
FinLink gave him on or about March 21, 2022, for $100,000.00. As collateral for the loans
Defendant put up some of his stock in FinLink. All of the promissory notes signed by Defendant
Joseph Reynoso listed his residential address on River Road in Cloverdale, California. Moreover, the
agreements would be interpreted according to the laws of the State of California.
9. FinLink later attempted to collect the monies owed under the loan agreements but
Defendant refused to pay. Eventually Defendant defaulted on the loans and refused to pay them
back altogether. As a result of the default Plaintiffs agreed to accept Defendant’s resignation as non-
executive Chairman of the Board of Directors of FinLink with the understanding that upon his
resignation Defendant would pay back part of the monies owed by forfeiting the shares he had put
up as collateral.

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10. On information and belief Plaintiffs understand that some of the loans obtained from
other FinLink shareholders were based on Defendant’s misrepresentations that at the time he was
still acting as Chairman of the Board of Directors of FinLink despite Defendant already having
resigned from FinLink due to the outstanding debt owed to Plaintiff. In fact, as of mid-February
2023, Defendant was still holding himself out to be the Chairman of the Board of Directors of
FinLink3
despite having resigned months earlier.
11. Since resigning from the Board Defendant has been engaged in spreading lies and
misrepresentations about Plaintiffs to deflect from the monies owed by him to Plaintiffs and FinLink
shareholders. Plaintiffs have learned that Defendant has told other shareholders and others that
Plaintiffs have been hiding financial information from the shareholders that they are entitled to. On
information and belief Defendant has also told FinLink shareholders and others that Plaintiff
Vladimir Lounegov has been engaging in criminal conduct by hiding such information and that as a
result of such conduct he should be removed as CEO of FinLink.
12. In fact, on January 21, 2023, Defendant sent a text message to a client of FinLink.4
In that message Defendant told the client that “Vlad could shortly be the target of multiple lawsuits,
both civil and criminal in multiple jurisdictions and in multiple countries.” Defendant goes on to
state that these actions will be brought by shareholders of FinLink because their rights are being
ignored and “possibly stolen” by Plaintiff Vladimir Lounegov. Defendant further states that he “is
not sure how this will play with US regulators” insinuating that Plaintiff Vladimir Lounegov will be
investigated for these alleged criminal actions.
13. Defendant goes on to tell a client of Plaintiffs in the January 21st
text that he and other
shareholders will be engaging in a “media campaign” to disclose this “unflattering information.”
Defendant goes on to insinuate that his continued association with Plaintiffs “may jeopardize [his]
bid for a US license.” Defendant also states that “[t]here’s trouble brewing…” and that client should
“disassociate” himself from Plaintiffs “but it may be in all shareholders interest to do so.”
3
See Exhibit A, attached hereto a true and correct copy of a printout of Defendant’s LinkedIn profile where as of mid-
February 2023, he is still holding himself out as the Chairman of the Board of Directors of FinLink, despite the fact that
he had already resigned by this time.
4
See Exhibit B, attached hereto a true and correct copy of a text dated January 21, 2023, from Defendant to the client.

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Defendant concludes that his “sense is that this will be very bad for Vlad [Lounegov], and by
association, anyone with whom he has business ties.”
14. On information and belief Defendant has also been telling other FinLink shareholders
and others that Plaintiff Vladimir Lounegov might be mismanaging company funds and investments
and that due to his mismanagement of the company he should no longer be CEO. Defendant has in
essence been alleging that Plaintiff Vladimir Lounegov and FinLink is guilty of fraud. On
information and belief Defendant has falsely also told other shareholders and others that he was
removed as Chairman of the Board of Directors of FinLink because he has been too vocal about his
request for financial information from Plaintiffs. However, the truth is that Defendant resigned as
non-executive Chairman of the Board of Directors of FinLink based on an agreement between
himself and FinLink because he defaulted on the loans owed to FinLink.
15. On April 2 and April 3, 2023, Mr. Reynoso again reached out to Plaintiffs via e-
mails5
and again accused Plaintiffs of potential fraud. He further stated in his emails that he had
contacted a “Plaintiff’s attorney” and that he would be speaking to the director of the “New York
region specializing in financial crimes” and that if they had not been following their own bylaws
“then you will be found guilty of, at a minimum, securities fraud.”
16. In an effort to grow the company, FinLink, solicited capital from various private
equity firms, venture capital allocators, and other companies themselves.
17. As part of its capital raise, FinLink engaged a company, which is publicly traded in
the United States, (hereinafter “Company A”) to propose to provide capital to FinLink’s operations.
18. Company A later agreed to provide capital to FinLink to support its operations.
19. The instrument which deployed the capital to FinLink was in the form a security
which is commonly known as a keep it simple security, or “KISS”. Between the period of June 2021
and September 2022, there were two KISS allocations of capital.
20. Together, the allocations of capital totaled several million dollars.
21. The KISS instruments were in the form of convertible shares. Specifically, once
5
See Exhibit C, attached hereto a true and correct copy of email dated April 2 and 3, 2023, from Defendant to Plaintiffs.

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these convertible shares matured, they would “convert” into equity, or stock ownership, into
FinLink.
22. The KISS allocations constituted a valid contract between FinLink and Company A, a
third party.
23. When he was part of FinLink, Defendant Reynoso personally attended the
negotiations with Company A. Specifically, these negotiations took place in Geneva, Switzerland.
Therefore, Defendant was well aware of the contract between FinLink and Company A.
24. Following Defendant Reynoso’s resignation from FinLink, Defendant Reynoso
initiated litigation in Delaware against FinLink and Mr. Lounegov, which alleged that FinLink and
Mr. Lounegov would not provide commercial information to its shareholders.
25. As part of the Company A’s capital allocation, FinLink had a fiduciary responsibility
to report litigation to Company A. Following the initiation of the Delaware litigation, FinLink
notified Company A of the litigation in Delaware on or around June 2022.
26. On information and belief, around this same time, Defendant Reynoso communicated
to Company A that FinLink and Mr. Lounegov could be subject to criminal prosecutions in multiple
jurisdictions. Defendant also alleged that Mr. Lounegov stole information from shareholders in
violation of the law. Defendant also alleged that Plaintiffs illegally withheld information from
FinLink shareholders, which would subject Plaintiff to criminal liability.
27. Despite these allegations, neither FinLink nor Mr. Lounegov have been named as a
Defendant in any civil or criminal actions.
28. Based on the intentional actions of Defendant Reynoso, through his initiation of
frivolous litigation in Delaware, and Defendant Reynoso’s slanderous statements made to Company
A and to others, Company A requested repayment payment of the note under the KISS to FinLink on
August 1, 2023, in lieu of the converting the shares to equity in FinLink. Therefore, Company A has
asked FinLink to repay the millions of dollars that was allocated to FinLink. Due to Defendant’s
actions, it has increased the difficulty for FinLink to fundraise for venture capital.
29. Therefore, Defendant Reynoso’s initiation of the Delaware litigation, and his
slanderous statements against Plaintiffs, has directly led to Company A requesting repayment of the

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note under the KISS which caused several million dollars’ worth of damage to FinLink.
30. The rescinding of the capital allocation has resulted in FinLink having less money to
fund its operations, payroll, and future activities. This has also made it more difficult for FinLink to
raise capital, expand into new areas of business, and has severely damaged FinLink’s business
reputation.
31. As recently as October 2023, Mr. Lounegov has received further notice from business
contacts that Defendant is spreading disparaging information about FinLink, which are untrue, and
further damaging the reputation of FinLink.
FIRST CAUSE OF ACTION
(Defamation – Libel Per Se – Civ. Code § 45(a))
32. Plaintiffs incorporate all allegations of this complaint in Paragraphs 1-31 and re-
alleges them as though they were fully set forth herein.
33. As referenced above, Defendant has engaged in a smear campaign against Plaintiffs
by spreading written lies and mistruths about them in retaliation for being forced to resign from
FinLink’s Board of Directors as a result of Defendant defaulting on the loans to FinLink. The
written statements made by Defendant that Plaintiffs would be the subject of criminal complaints
and possible investigations by the government were false and made with reckless disregard.
34. The written statements by Defendant made to the client (and likely the shareholders)
of Plaintiffs that shareholders’ information was likely being stolen by Plaintiffs and that these were
criminal actions were false and made recklessly and negligently.
35. The written statements by Defendant that the client of Plaintiffs should disassociate
himself with Plaintiffs and that the client’s standing in the United States would be in jeopardy if he
continued his association with the Plaintiffs were made with reckless disregard.
36. The written statements made by Defendant to Plaintiffs’ client that it would be “very
bad” for anyone that continued with business ties with Plaintiffs were made with reckless disregard.
37. The client of Plaintiffs reasonably understood that the statements made by Defendant
were about Plaintiffs because Defendant specifically named “Vlad” (Plaintiff Vladimir Lounegov) as
the person allegedly subject to the criminal actions against him.

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38. On information and belief, the person to whom the statement was made, Plaintiffs’
client (and potentially shareholders of FinLink), reasonably understood the statements to mean that
Plaintiffs had committed a crime by allegedly stealing and withholding information from FinLink’s
shareholders.
39. Defendant made these statements recklessly and negligently without using reasonable
care to determine the truth or falsity of the statements. Defendant made these statement with a
malicious intent to injure plaintiffs, i.e., with knowledge of their falsity, or, alternatively with a
reckless disregard for their falsity.
40. Defendant made these statements without privilege or justification due to the
statements being made with malice.
41. As a result of Defendant’s conduct Plaintiffs have suffered significant financial losses
to FinLink, harm to their reputation and have suffered shame, mortification, or hurt feelings.
42. Defendant acted with oppression, fraud, and malice as defined by California Civil
Code section 3294 and engaged in highly reprehensible and despicable conduct warranting
exemplary damages.
43. Plaintiffs also seek that Defendant be enjoined from making any further statements
that are injurious to Plaintiffs.
SECOND CAUSE OF ACTION
(Slander – Per Se - Civ. Code § 46)
45. Defendant has engaged in a smear campaign against Plaintiffs by spreading oral lies
and mistruths about them in retaliation for being forced to resign from FinLink’s Board of Directors
as a result of Defendant defaulting on the loans to FinLink. On information and belief Defendant
has also made oral statements to others, including shareholders of FinLink that Plaintiffs would be
the subject of criminal complaints and possible investigations by the government. These statements
were false and made with reckless disregard.
46. The oral statements by Defendant made to the shareholders of Plaintiffs that

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shareholders’ information was likely being stolen by Plaintiffs and that these were criminal actions
were false and made recklessly and negligently.
47. On information and belief Defendant has also told other shareholders that he was
removed as Chairman of the Board of Directors of FinLink because he has been too vocal about his
request for financial information from Plaintiffs. These statements are false.
48. The shareholders of Plaintiffs reasonably understood that the statements made by
Defendant were about Plaintiffs.
49. On information and belief, the person to whom the statement was made, Plaintiffs’
shareholders, reasonably understood the statements to mean that Plaintiffs had committed a crime by
allegedly stealing and withholding information from FinLink’s shareholders.
50. Defendant made these statements recklessly and negligently without using reasonable
care to determine the truth or falsity of the statements. Defendant made these statement with a
malicious intent to injure plaintiffs, i.e., with knowledge of their falsity, or, alternatively with a
reckless disregard for their falsity.
51. Defendant made these statements without privilege or justification.
52. As a result of Defendant’s conduct Plaintiffs have suffered harm to their reputation
and have suffered shame, mortification, or hurt feelings.
53. Defendant acted with oppression, fraud, or malice as defined by California Civil Code
section 3294 and engaged in highly reprehensible and despicable conduct warranting exemplary
damages.
54. Plaintiffs also seek that Defendant be enjoined from making any further statements
that are injurious to Plaintiffs.
THIRD CAUSE OF ACTION
(Violation of Bus. & Prof. Code, §17200, et seq. (Unfair Competition Law))
55. Plaintiffs incorporate all allegation of this complaint in Paragraphs 1-54 and re-
56. The Unfair Competition Law (“UCL”) prohibits any unlawful, unfair, and fraudulent
business acts and practices.

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57. Defendant has violated (and continues to violate) the UCL by engaging in the
unlawful acts and practices of defaming Plaintiffs in violation of California Civil Code §§ 45(a) and
46.
58. Defendants statements have also led Plaintiffs to suffer respect in their trade, general
qualifications as a financial technology company and has directly led Plaintiffs to suffer loss of
capital allocation.
59. Plaintiffs have suffered special damages due to the loss of capital to FinLink which
was the direct result of Defendant’s inducement to Company A, as referenced above.
60. Defendant has made (and on information and belief continues to make) malicious oral
and written statements about Plaintiffs that they have illegally withheld information from their
shareholders and that as a result they are subject to criminal liability.
61. As a result of Defendant’s acts Plaintiffs have suffered significant financial losses,
harm to their reputation and have suffered shame, mortification, or hurt feelings. Plaintiffs have no
adequate remedy at law for the injuries they will continue to suffer as a result of Defendant’s
unlawful acts. Unless restrained by this Court, Defendant will continue to pursue his campaign of
unfair and unlawful conduct, including continuing to spread lies and misinformation about Plaintiffs.
FOURTH CAUSE OF ACTION
(Interference with Contractual Relations)
62. Plaintiffs incorporate all allegations of this complaint in Paragraphs 1-61 and re-alleges
them as though they were fully set forth herein.
63. In an effort to grow the company, FinLink, solicited capital from various private
equity firms, venture capital allocators, and companies themselves.
64. As stated above, the KISS allocations constituted a valid contract between FinLink
and Company A, a third party.
65. When he was part of FinLink, Defendant Reynoso personally attended the
negotiations with Company A. Specifically, these negotiations took place in Geneva, Switzerland.
Therefore, Defendant was well aware of the contract between FinLink and Company A.
66. As stated above, following the capital allocation from Company A, Defendant alleged

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that FinLink and Mr. Lounegov could be subject to criminal prosecutions in multiple jurisdictions.
Defendant also alleged that Mr. Lounegov stole information from shareholders in violation of the
law. Defendant also alleged that Plaintiffs illegally withheld information from FinLink shareholders,
which would subject Plaintiff to criminal liability.
67. Defendant has accused FinLink of entering into legitimate financial allocations under
the guise of personal financial benefit.
68. Defendant was aware that FinLink did not enter into these financial allocations in the
perpetuation of fraud.
69. Together, Defendant has disseminated allegations of fraud and financial malfeasance
to FinLink shareholders, funders of FinLink, outside parties, and numerous other individuals.
70. Despite these allegations, neither FinLink nor Mr. Lounegov have been named as a
Defendant in any civil or criminal actions.
71. Based on the intentional actions of Defendant Reynoso, through his initiation of
frivolous litigation in Delaware, and Defendant Reynoso’s slanderous statements made to Company
A, Company A requested repayment of the note under the KISS capital allocation to FinLink on
August 1, 2023, in lieu of the convertible shares becoming equity in FinLink. Therefore, Company
A has asked FinLink to repay the twenty million dollars that was allocated to FinLink.
72. Therefore, Defendant Reynoso’s initiation of the Delaware litigation, and his
slanderous statements, has directly led to Company A rescinding its investment to FinLink, and has
resulted in several million dollars’ worth of damages to FinLink.
73. Due to the Defendant’s actions, it is made it much more difficult for FinLink to raise
capital.
FIFTH CAUSE OF ACTION
(Intentional Interference with Economic Advantage)
75. As a result of the KISS capital allocation from Company A to FinLink, as described
above, there was an existence of an economic relationship that contained the probability of future

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economic benefit to the Plaintiff and Company A.
76. Based on Defendant Reynoso’s personal attendance of the negotiations with
Company A in Geneva, Switzerland, Defendant Reynoso had knowledge of this relationship
between Company A and Plaintiffs.
77. Through the initiation of the frivolous litigation in Delaware, and Defendant
Reynoso’s slanderous statements, Defendant Reynoso committed intentionally wrongful acts that
were specifically designed to disrupt this relationship.
78. Defendant Reynoso undertook these actions based on his resignation from FinLink
for defaulting on his loans provided from FinLink. He was therefore motivated by spite, hatred, and
ill will.
79. Defendant has accused FinLink of entering into legitimate financial allocations under
the guise of personal financial benefit.
80. Defendant was aware that FinLink did not enter into these financial allocations in the
perpetuation of fraud.
81. Together, Defendant has disseminated allegations of fraud and financial malfeasance
to FinLink shareholders, funders of FinLink, outside parties, and numerous other individuals.
82. Once Company A requested to rescind its multi-million dollar investment into
FinLink there was actual disruption of the relationship between Company A and FinLink.
83. Rescinding the capital allocation has led to FinLink incur economic harm through the
form of reduced capital to its business, less money to pay for its operations, and incurred damage to
its business reputation.
section 3294 and engaged in highly reprehensible and despicable conduct warranting exemplary and
punitive damages.
85. As a result of Defendant’s acts Plaintiffs have suffered harm to their reputation and
have suffered shame, mortification, or hurt feelings. Plaintiffs have no adequate remedy at law for
the injuries they will continue to suffer as a result of Defendant’s unlawful acts. Unless restrained
by this Court, Defendant will continue to pursue his campaign of unfair and unlawful conduct,

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including continuing to spread lies and misinformation about Plaintiffs.
SIXTH CAUSE OF ACTION
(Negligent Interference with Economic Advantage)
86. Plaintiffs incorporate all allegations of this complaint in Paragraphs 1-85 and re-alleges
them as though they were fully set forth herein.
87. As a result of the KISS capital allocation from Company A to FinLink, as described
above, there was an existence of an economic relationship that contained the probability of future
economic advantage or benefit to the Plaintiffs.
88. Based on Defendant Reynoso’s personal attendance of the negotiations in Geneva,
Switzerland, Defendant Reynoso had knowledge of this relationship between Company A and
Plaintiffs.
89. Through the initiation of the frivolous litigation in Delaware, and Defendant
Reynoso’s slanderous statements, Defendant Reynoso undertook intentionally wrongful acts that
were specifically designed to disrupt this relationship.
90. Through Defendant Reynoso’s actions, he failed to act with reasonable care with
respect to the contractual relationship between FinLink and Company A.
91. Defendant Reynoso undertook these actions based on his resignation from FinLink
for defaulting on his loans provided from FinLink.
92. Once Company A requested to rescind its investment into FinLink there was actual
disruption of the relationship between Company A and FinLink.
93. Rescinding the capital allocation has led to FinLink incur economic harm of through
the form of reduced capital to its business, less money to pay for its operations, and forced FinLink
into the prospect of bankruptcy and/or defaulting on its loans.
section 3294 and engaged in highly reprehensible and despicable conduct warranting exemplary
damages.
95. As a result of Defendant’s acts Plaintiffs have suffered harm to their reputation and
have suffered shame, mortification, or hurt feelings. Plaintiffs have no adequate remedy at law for

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the injuries they will continue to suffer as a result of Defendant’s unlawful acts. Unless restrained
by this Court, Defendant will continue to pursue his campaign of unfair and unlawful conduct,
including continuing to spread lies and misinformation about Plaintiffs.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs respectfully pray for the following:
A. Damages, including general and special damages, in an amount to be determined at
trial;
B. Punitive damages;
C. An order enjoining Defendant from engaging in further retaliatory and conduct toward
Plaintiffs by no longer engaging in defamatory/libelous conduct towards Plaintiffs;
D. An injunction requiring Defendant to cease engaging in unfair and unlawful acts
against Plaintiffs;
E. Prejudgment interest;
F. Costs to the extent provided by law, including attorney’s fees as provided by statute;
and
G. An order awarding Plaintiffs other and further relief as the Court deems just and proper.
DATED: October 19, 2023 HAWKINS PARNELL & YOUNG LLP
By:
Arturo E. Sandoval, Esq.
Miles F. Maurino, Esq.
FINLINK, INC. AND VLADIMIR LOUNEGOV,
AN INDIVIDUAL

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Plaintiffs FINLINK, INC. and VLADIMIR LOUNEGOV, an individual, hereby demand a
trial by jury on all issues triable by a jury in the above-entitled action.
DATED: October 19, 2023 HAWKINS PARNELL & YOUNG LLP
By:
Arturo E. Sandoval, Esq.
Miles F. Maurino, Esq.
FINLINK, INC. AND VLADIMIR LOUNEGOV,
AN INDIVIDUAL

Finlink, Inc., D/b/a Mbanq Vs. Reynoso.pdf

From: Joe Reynoso <reynosovineyards@gmail.com>
Date: April 2, 2023 at 20:04:10 EDT
To: Vladimir Lounegov <vladimir.lounegov@mbanq.com>, Javier Valverde
<javier.valverde@mbanq.com>
Subject: Happy Sunday
Hello Gentlemen,
I hope that you've had an enjoyable weekend.
It's not easy to find, but there were some interesting tidbits in the Temenos annual report. I'm sure that
you're familiar with the attached page. I'll be sending out an email to the growing "disgruntled
shareholders" group tomorrow with my observations. In the meantime, as serendipity would have it, I'm
entertaining an old friend from Business school for the weekend. He's a turkey hunter and the season
just opened. He bagged his two birds quickly so we've had plenty of time to catch up. Adam
recently retired from Duff and Phelps where he was a specialist on securities valuation and litigation,
and often served as an expert witness. He had several interesting thoughts. First off, he said quit dealing
with the state of Delaware and go straight to the SEC. He has numerous contacts there and will be
making an introduction tomorrow. Then we started going through the June 2021 KISS, the Temenos
annual report, and the contract to loan another $500k upon the completion of a second KISS. I
mentioned that I was surprised during a call the three of us had in July 2022 (pre-divorce, as I refer to it)
where Vlad said that Finlink had gotten another $5mm (importantly, not $10mm as stated in the
Temenos AR, and Vlad, you're free to perjure yourself and say otherwise if you'd like), but you were at
pains as how to categorize it. I said "Is this a KISS?", and you said no. To which I asked: "well, what is it?
people just don't give you $5mm". You evaded the question.
Here are his thoughts:
1) I was still chair of the BoD in June, as evidenced by my dismissal letter in late July and my
characterization as such during the late June "Vlad-fest" in Istanbul
2) It is highly unlikely that Temenos would have purchased a second KISS without language (see 3.4 and
6 below) similar to the original KISS.
3) Assuming that paragraphs anything like these two (and we just scratched the surface) are contained
in the June 2022 KISS, that would constitute fraud (a criminal offence) on the part of whoever signed the
document.
4) The second KISS, constructively, should have triggered the second tranche of the loan,
notwithstanding the ambiguity between the date on the contract and the lack of deadline in the email
describing the contract. I'll refer again to this provision: If Mbanq gets a 2nd KISS from Temenos,
this loan does not need to be repaid until the sooner of an Acquisition, or 36 months AND Joe
can borrow an additional $500,000 after 15 days of closing of the 2nd KISS.
Now, as to the possibility of fraudulent activity on your part, it's possible that whatever language exists
in the second KISS differs from the first and protects you, but the lawyers will sort that out. Adam thinks
that highly doubtful. Though Adam always worked for the defendant's side, the very nature of his work

had led him to become acquainted with, and friends with, some very talented plaintiffs attorneys. So
friendly in fact that one in NYC was happy to take our call last night - after dinner on a Saturday! He can't
wait to dig in. He'll take the case on contingency, to which I expressed concern that his cut could
represent a substantial amount of money, to which he said "don't worry, whatever value goes to me will
be recouped from Vlad and Javier through your separate tort claims". I have to admit I'm not sure what
that means.
Adam wants me to sign the engagement letter now and call his SEC friend first thing tomorrow. I told
him I'd reach out and give you the courtesy of 24 hours to remediate before we call his freind at the SEC,
and I'll need separate counsel to review any engagement letter with the new attorney. In fact I'm being
even more generous - this is more like 38 hours. I personally will reach out to Temenos to ensure that no
language akin to sections 3.4 and 6 exist in the June 2022 convertible note. This is all under the
assumption that I don't hear from Vlad (not an attorney, not Nick, not Javier, not an email, but Vlad on
the phone) by 5pm Pacific time tomorrow, April 3 2023.
Have a wonderful evening,
- joe
From the 2021 Temenos KISS:
6. Approval. The Company hereby represents that its Board of Directors, in the exercise
of its fiduciary duty, has approved the Company's execution of this KISS based upon a
reasonable belief that the Purchase Price provided hereunder is appropriate for the Company
after reasonable inquiry concerning the Company's financing objectives and financial situation.
In addition, the Company hereby represents that it intends to use the Purchase Price primarily
for the operations of its business, and not for any personal, family or household purpose.
3.4 Compliance with Other Instruments. The execution, delivery and performance
of this KISS, and the consummation of the transactions contemplated hereby, will not constitute
or result in a default, violation, conflict or breach in any material respect of any provision of the
Company's current Certificate of Incorporation or bylaws, or in any material respect of any
instrument, judgment, order, writ, decree, privacy policy or contract to which it is a party or by
which it is bound, or, to its knowledge, of any provision of any federal or state statute, rule or
regulation applicable to the Company.

From: Joe Reynoso <reynosovineyards@gmail.com>
Date: April 3, 2023 at 13:02:15 EDT
To: Vladimir Lounegov <vladimir.lounegov@mbanq.com>, Javier Valverde
<javier.valverde@mbanq.com>
Subject: Monday April 3
Hello Gentlemen,
- So it looks like we're going straight to the top at the SEC. Call scheduled for tomorrow with Antonia
Apps, Adams's friend, the director of the New York region specializing in financial crimes.
- During our call with the Plaintiff's attorney this morning, he talked me out of contacting Temenos. He'll
take care of that.
- I forgot I have a group coming in late afternoon for a meeting, so I'll need to change the deadline from
5pm Pacific to 3pm, today. Again, as long as you guys haven't signed any contracts where you assert that
you obtained board approval and have followed all applicable laws and corporate by-laws, so have
absolutely nothing to worry about concerning this line of inquiry, and can ignore this email. We'll move
on to other issues in the coming weeks which will be less time sensitive. However, if either of you held
out that an investment, either in Finlink or affiliated companies, or from Finlink to other companies,
signed at any day up to and including July 28, 2022 (the date of the email attached below), had received
board approval or followed corporate bylaws, then you will be found guilty of, at a minimum, securities
fraud. (The attorney would be surprised if the LaPontine settlement could have been consumated with
board approval).
Another interesting tidbit from this infamous July 29, 2022 email is the assertion, highlighted in yellow
below, that Finlink has not entered into a new KISS with Temenos. This is directly contradicted by the
Temenos annual report which references a $10mm convertible note consumated in June 2022. This
makes things even more exciting!! Now, maybe you changed the name from a KISS to some other
designation referencing a convertible note, or perhaps a KISS was signed with an affiliated company
wholly owned by Temenos, but if that were the case, that attempt at reneging on your contractual
obligations with this figleaf will be quickly dismissed. It's possible the Temenos was inaccurate in their
Annual Report...
To us, this looks like a smoking gun. And this is just the tip of the iceberg.
Vlad, if you're planning to call, again, it will need to be scheduled for before 3pm Pacific time. Please
email a calendar invitation. Although I insist on talking to you personally, Javier is, of course, free to
join.
All the best,
- joe
JULY 28 Email:
Hi Joe,

As discussed briefly a moment ago, although FinLink has not entered into a new KISS
Agreement with Temenos, FinLink has agreed to loan you a total of $150,000 at 10% Interest
(down from the 35% payable on the previous $100,000 loan) on loan terms which, except as set
forth below, are substantially similar to the terms associated with the $100,000 loan.
a. The first $75,000 of the $150,000 amount will be wired to you within one business day of
execution of this loan documents, and
b. The Second $75,000 will be wired to you between October 25, 2022 and October
31, 2022 as long as the conditions set forth in Section 1.2 of the Loan agreement are
met.
c. The Maturity Events are set forth in Section 4 of the Promissory Note, which includes a
December 15, 2022 payment date.
Other business:
1. FinLink will be providing you notice to Cure the defaults on payment for the $212,000 Loan
and the $100,000 Loan.
2. Your resignation letter dated March 21, 2022 has been accepted. And,
3. FinLink will make payment for your services performed through the end of this
month. However, FinLink and its affiliates will no longer require your services after July 31,
2022.
If the Loan documents are acceptable, please sign each as required and FinLink will wire the first
$75,000 amount to you no later by end of business Monday, and possibly as soon as today.
Vlad, please confirm the above properly reflects your direction.

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PROOF OF SERVICE
Finlink, Inc., et al. v. Joseph Reynoso, et al.
Sonoma County Superior Court Case No. SCV-272982
I, the undersigned, declare as follows:
I am employed in the County of San Francisco, California, and I am over the age of 18 years
and not a party to the within action. My business address is 33 New Montgomery Street, Suite 800,
San Francisco, California 94105.
On the date executed below, I served the documents(s) described as:
PLAINTIFFS’ FIRST AMENDED COMPLAINT FOR:
1. DEFAMATION – LIBEL PER SE
2. DEFAMATION – SLANDER PER SE
3. VIOLATION OF BUS. & PROF. CODE § 17200, ET SEQ. (UNFAIR
COMPETITION)
4. INTERFERENCE WITH CONTRACTUAL RELATIONS
5. INTENTIONAL INTERFERENCE WITH ECONOMIC ADVANTAGE
6. NEGLIGENT INTERFERENCE WITH ECONOMIC ADVANTAGE
7. INJUNCTIVE RELIEF
On the parties in said cause:
Gordon W. Renneisen
Harry G. Lewis
CORNERSTONE LAW GROUP
48 Gold Street, Floor 1
San Francisco, CA 94133
Telephone: (415) 625-5025
Email: grenneisen@cornerlaw.com
hlewis@cornerlaw.com
tfloyd@cornerlaw.com
Attorneys for Defendant
Joseph Reynoso

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[X] (BY ELECTRONIC SERVICE) - I caused the documents to be sent to the persons at the e-
mail addresses listed above. I did not receive, within a reasonable time after the transmission,
any electronic message or other indication that the transmission was unsuccessful.
I declare under penalty of perjury under the laws of the State of California that the foregoing
is true and correct and that this declaration was executed on October 19, 2023, at San Francisco,
California.
Amy Harkness

Finlink, Inc., D/b/a Mbanq Vs. Reynoso.pdf

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Finlink, Inc., D/b/a Mbanq Vs. Reynoso.pdf