Xeriant Inc (QB) (XERI) Quote

They could be the BEST in the WORLD, but it MEANS NOTHING if the COURT doesn't have JURISDICTION. NY HAS NO JURISDICTION over this case. YOU are just a LYING PUMPER pushing this POS SCAM for 4 years. You first lied for months that Duffy was Founder and CEO of CTSO and you NEVER stopped. You will be proved a lying fool for NOT accepting the TRUTH about the importance of JURISDICTION OVER EVERYTHING ELSE.

And you're still denying that a leading securities law firm with great track record fighting toxic lenders might know more about filing a successful appeal than you do.
Why not wait to see how if the appellate court takes the case before you make an even bigger fool out of yourself...if that's even possible.

(If they do hear the appeal, then obviously your position on jurisdiction is wrong.)

You are still willing to deny that just because this is a securities violation of Federal Law the case can ignore FEDERAL JURISDICTION. This can be NOTHING but a bold face LIE. You can not be that STUPID. The lying part doesn't surprise me since you are still here posting after losing 2 different bets. No honor or character.


https://minellalawgroup.com/blog/why-is-jurisdiction-so-important/#:~:text=If%20the%20court%20does%20not,case%20to%20the%20appropriate%20jurisdiction.


https://www.courts.ca.gov/9617.htm?rdeLocaleAttr=en#:~:text=There%20are%20limits%20to%20the,it%20has%20to%20have%20jurisdiction.&text=Jurisdiction%20over%20the%20legal%20issue,%E2%80%9Csubject%2Dmatter%20jurisdiction.%E2%80%9D


https://www.law.cornell.edu/wex/jurisdiction#:~:text=Jurisdiction%20can%20be%20defined%20as,See%2C%20e.g.%20Ruhrgas%20AG%20v.

Once again, the question of jurisdiction is a non-issue! The real legal question (which is at the heart of the appeal) is whether or not Auctus was operating illegally as an unregistered broker -- since convertible notes are a form of security. The judge failed to take that into consideration, leaving his dismissal of the case open to reversal on appeal by the securities attorneys at the Basile Law Firm who have an excellent track record taking on toxic lenders.

STUPID LAME BULLSHIT.
Why didn't Duffy bring the lawsuit in Federal Court in the Commonwealth of Massachusetts then. Duffy waived his RIGHT to object to JURISDICTION. You can see where Duffy agreed NOT TO CONTEST or assert any defence over JURISDICTION. IDIOT

Any action brought by either party against the other concerning the transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The Borrower hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
https://www.sec.gov/Archives/edgar/data/1481504/000147793221007820/xeri_ex41.htm

The state laws in this case apply to usury. The more serious allegations against Auctus (by both the SEC and XERI) involve the unregulated sale of securities, which are under the jurisdiction of the Federal Courts.

You can't fix STUPID. State Law that they reference is the fact that NY state law is different than MA state law. Which means NY state law CAN'T be APPLIED to a contract that specifies it must be adjudicated in the state of MA.
You can't understand the SIMPLE FACT that it is stated in the Judge's decision. FACT
ONLY PROVING YOUR STUPIDITY. THE BIGGEST FACT OF ALL

That's obviously your problem. Probably related to poor reading comprehension.
FYI: The only question of jurisdiction appears to have concerned the differing state laws against usury. However, Auctus' illegally high interest rates were only a small part XERI's complaint and, as I've repeatedly pointed out, jurisdiction was not cited in the judge's decision.

YOU CAN'T FIX STUPID!!! CAN'T MAKE SENSE from your NONSENSE.

You are a bigger idiot if you think jurisdiction was a critical element in the judge's ruling - even though he never cited it specifically in his (obviously flawed) decision -- nor did the Basile lawyers (who are experts in cases like this) feel it was necessary to address it in their appeal.

You are an IDIOT if you don't think JURISDICTION has to be established. Any decision the court makes without JURISDICTION will be irrelevant. No matter how guilty of the charges a defendant is.

A court must have jurisdiction to enter a valid, enforceable judgment on a claim. Where jurisdiction is lacking, litigants, through various procedural mechanisms, may retroactively challenge the validity of a judgment.

subject matter jurisdiction | Wex - Law.Cornell.Edu

LII / Legal Information Institute

It doesn't really matter whether or not the complaint was filed in MA or NY, if the convertible note is deemed NULL & VOID based on the fact that Auctus' was acting illegally -- as an unregistered broker.

EXACTLY! The judge's decision FAILED to consider the very basic fact that a convertible note is a form of security. The appeal clearly makes the case that the judge was applying the wrong precedent in making his decision.

I'm not saying I know more than the judge. I'm saying that the appeal by Basile Law Firm clearly points out the flaws in his decision. Or do you believe that a convertible note ISN'T a form of security? If so, please explain why.

Then Duffy should have brought the case in MA. It's that simple. Why did he bring it outside the agreed upon JURISDICTION OF MA???? Duffy still could since the NY lawsuit has NO BEARING. Making your CORE argument RIDICULOUS. Duffy could have used the agreed upon ARBITRATION clause from the JV to get any shares of XTI owed to XERI. That would have settled it by NOW. Why did he choose to sue XTI instead??? So Duffy could make salacious claims of getting $500 mil out of a $100 mil company. Or having this same POS broke company pay for the $6 mil toxic loan Duffy pocketed.

More importantly to STALL DISTRACT and give Auctus time to complete their DILUTION and get PAID OFF.

I've pointed out the FACT that the Appellate Court won't review the whole case. Instead they ONLY review the Judge's DECISION. That article meant NOTHING. All that BS is irrelevant that would NOT be reviewed by the Appellate Court. Instead it would be sent back down to the lower courts to retry. That means since the contract had a Jurisdiction clause for MA. Duffy brought the lawsuit outside of MA. It was bound to be dismissed on JURISDICTION. CUT AND DRIED

Even APPEALS that reach the Supreme Court get sent back down to the lower courts for decision.
In a historic 6-3 ruling, the court's conservative majority, including the three justices appointed by Trump, narrowed the case against him and returned it to the trial court to determine what is left of special counsel Jack Smith's indictment.

What is the purpose of the US court appeals? (YES OUTSIDE NY JURISDICTION)
The U.S. Courts of Appeal hear appeals from lower courts of both civil and criminal trials, but do not investigate the facts of a case. Rather, the Appeals Courts investigate whether or not the law has been fairly and correctly applied by the lower courts.

What is the purpose of the Court of Appeals?
- The function of appellate courts is to examine the record of a case on appeal and to determine whether the trial court committed prejudicial error. If so, the appellate court will reverse or modify the judgment of a lower court and if necessary remand or send the case back to the lower court for further proceeding.

How do appeals work in the US? (NO ERROR CONTRACT HAD JURISDICTION CLAUSE)
Appeals are decided by panels of three judges working together. The appellant presents legal arguments to the panel, in writing, in a document called a "brief." In the brief, the appellant tries to persuade the judges that the trial court made an error, and that its decision should be reversed.

Why would an appeal be denied? (IT WILL BE DENIED NO LEGAL MISTAKE WAS MADE OVER DISMISSING ON JURISDICTION)
The appeal may be denied if you cannot show that the lower court made a legal mistake. Some of these mistakes include a violation of your rights, a biased trial judge or denial of counsel. It is worth noting that appellate courts have broad discretion in deciding whether to hear an appeal.Apr 12, 2024

LOLOLOLOL...SILLY SHILL THINKS HE KNOWS MORE THAN A JUDGE!!!

GOOD LUCK WITH THAT!!!

The judge INCORRECTLY APPLIED THE LAW by not recognizing that a convertible note is a form of security -- which means that Auctus was acting illegally as an unregistered broker. The "BS article" had it exactly right! Thank you, Q, for finally acknowledging the validity of my core argument.

That's right I do!!! Because you IGNORE that the Judges decision was based on JURISDICTION. That BS article has NOTHING to do with the case. Didn't even state what the reason was for the dismissal because Jurisdiction puts an appeal off the table. What gives you confidence in Duffy's choice since his last choice did so well. O. Williams Igbokwe has been used in 2 other cases that were dismissed and 1 still pending. The Appeal review will only be over the reason for the judges original decision. Which they won't change because NY has NO Jurisdiction over contract stated MA. FACT

The U.S. Courts of Appeal hear appeals from lower courts of both civil and criminal trials, but do not investigate the facts of a case. Rather, the Appeals Courts investigate whether or not the law has been fairly and correctly applied by the lower courts.
U.S. Courts of Appeal | USAGov

You keep referring to the judge's reason for his initial ruling and ignoring the strength of the appeal. As the article stated, the new attorneys' argument went much further than the first one's.

I just know your smell and methods. It's my duty as a good Ihub patron to expose that kind of ignorance!

LOLOLOLOL....STALKER WITH ZERO DD TO ADD. JUST LIKE EVERY OTHER POS SCAM you FOLLOW ME AROUND LIKE A SILLY MAMALUKE!!!

Stomp mr bold text with facts. it works everywhere on ihub!

LOLOLOLOL....FACTS ARE INDISPUTABLE!!!!

you JUST FAIL TO ACCEPT THEM...

SOOOO SADDDD!!!!

Where does this preposterous idea of your come from. It even states "DEFENDANT points out, PLAINTIFF has not sought to DEFEND the sufficiency of its state law claims, which therefore are dismissed." The state law claim is that NY doesn't have Jurisdiction over this case. You really think arguing this fact makes you look SMART????????????
BTW Birds of a feather flock together. No wonder you have been duffy's friend for 9+ years and part of his CREW

He didn't. That's your (mis)interpretation of the facts.

LOLOLOLOL...ASK him WHY HE SCAMMED AND LIED TO you ABOUT EVERYTHING THEN!!!

I don't work for Duffy...nor do I report to him. If anything, he reports to me as I am an investor in XERI -- one who has known him for about 9 years and, as a result, is somewhat familiar with his background and thinking on certain subjects. Once again, the case was dismissed because the judge apparently applied the wrong case law and didn't consider the fact that a convertible note was actually a form of security, thus making Auctus' actions illegal -- and their note null and void.

LOLOLOL You're the best Duffy can find to pump this POS SCAM??????? WHY WAS THE CASE DISMISSED?????????

The fact that Auctus cited jurisdiction in its motion to dismiss is irrelevant, since the judge didn't cite it in his decision. Auctus cited a lot of things that aren't true, such as claiming that it wasn't acting as an unregistered broker. The question is: Why are you siding with them?

The original lawsuit was filed by the previous attorney who is based in NYC, as is Maxim, which introduced XERI to Auctus. Apparently, they can't switch jurisdictions -- and, besides, the judge never cited the jurisdiction issue as a reason for his decision.

PROVEN WRONG AGAIN it even says that is the reason defense gave in order to seek the DISMISSAL. If you STILL want to deny this with BS as the reason then show where something different is expressed. I'm sure you"LL try so don't let the board down. The case was dismissed that is a fact. The Jurisdiction clause in the CONTRACT made this an open and shut case once Duffy KNOWINGLY brought the lawsuit outside of MA.

BTW I still think the XERI/XTI case will be DISMISSED which could be a plethora of reasons. This case has been on hold for some time. Jurisdiction was not well defined in the JV Agreement.

If Duffy could so easily have proved Auctus's guilt. Then why did he sue outside the Contracts stated Jurisdiction only to appeal in the same Federal district. He could have went to MA and proved their case. What don't you understand about a COURT DECISION outside their Jurisdiction is MEANINGLESS. FACT!!!!!

Can jurisdiction be challenged at any time?
Yes, jurisdiction can be challenged at any stage of a civil case, including during the trial or on appeal. This is because jurisdiction concerns the court's authority to hear a case, and if a court lacks jurisdiction, then any decisions it makes could be void or voidable.Feb 26, 2024

Do either XERI or XTI qualify????? Is XERI/XTI out of the NY COURTS Jurisdiction???????
What two things determine jurisdiction?
To have jurisdiction, a court must have authority over the subject matter of the case and. the court must be able to exercise control over the defendant, or the property involved must be located in the area under the court's control.Apr 24, 2020

Appellate Courts overturn lower court judges all the time, if the appeal is well-argued and has a sound legal basis -- which appears to be the case. Moreover, the Basile Law Firm specializes in these kind of cases -- and has a track record of beating toxic lenders in the past -- so I don't your share concern about whether XERIANT can make progress on NEXBOARD while fighting Auctus in court. Duffy wouldn't have hired them if he didn't trust them to kick Auctus' butt in court.

It's going to be hard for a judge to over turn another judges decision, but i wish them the best of luck with the effort. This lawsuit seems like it's going to be going on for a long time. Not feeling too optimistic about it and I can only imagine it's hindering the Nexboard process and timeframe. But, baby steps are better than no steps. I go back and forth from believing in Duffy to being pissed with him. A couple PRs helped, but still all talk until contracts are signed and filings show positive $$$$ flow.

The case was dismissed because the judge didn't consider the very relevant points the Basile Law Firm made in in the appeal (in particular, the fact that a convertible note is a form of security!) If Auctus was, in fact, acting illegally as an unregistered broker, then their entire convertible note agreement is null and void -- including any reference to jurisdiction!

Once again, I refer you to the article in SecuritiesLawyer101.com, which summarized its support of XERIANT's well-reasoned appeal as follows:
"Xeriant has argued its case well and has clearly shown that Auctus violated the securities laws when it entered into its convertible financing transaction. For good measure, it adds that the Second Circuit has “long recognized the right of an innocent party to bring an action for rescission under Section 29(b) to void a contract made or performed in violation of the Exchange Act of 1934.”

Then tell me why was the case dismissed????? Why are criminals extradited back to the state that they committed the crime in?????? That's the reason the Jurisdiction clause was in the contract and AGREE to by both parties. The STATE LAW where the agreement was made has EVERYTHING to do with where it is tried. Duffy would have known this when he signed the contract. Basil is happy to take Duffy's money Knowing it's just a waste of time. MONEY for NOTHING

AI Overview
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A jurisdiction clause in a business contract specifies which court will hear any disputes that arise under the contract. Jurisdiction refers to the geographical limits of a court's authority, which may not be the same as national boundaries.How does jurisdiction impact case law?

Jurisdiction clauses in contracts
In most cases, contracts will include jurisdiction clauses. In these clauses, the parties decide which country's courts will hear any disputes that arise under the contract. This means parties can avoid jurisdictions that they consider less desirable or predictable.

Case Law and Its Authority

However, a court does not have to stand by a decision that is not binding precedent. Generally courts will follow the decisions of higher courts in their jurisdiction. Therefore the effect of a court's decision on other courts will depend both on the level of the court and its jurisdiction.Feb 29, 2024

As for Auctus' illegal dumping (and/or possible shorting) of XERI shares (something that no legitimate broker dealer that was holding a convertible note would do), I have NEVER claimed that was not the case. In fact, I believe Auctus is least somewhat (if not largely) responsible for the fact that the share price has been so artificially low. I'm simply saying that Auctus has not been converting those shares for the past 6 months or so (as you have pointed out), due to the SEC's investigation into their alleged illegal activities as an unlicensed broker.

Sorry Q, but the issue of jurisdiction was NEVER cited by the judge in his (soon-to-be-overturned) decision! (Simply mentioning state law doesn't count!) Had that been the case, the hot shot lawyers at the Basile Law Firm -- who specialize in these kind of securities cases -- would have had to address it or they would be guilty of legal malpractice.

(BTW: If your gut is giving you legal advice, you could be reported for practicing law without a license. LOL)

You fail to realize that there has been no such restriction issued from the Appellate court. The Appellate court WON'T review the case because the case was DISMISSED on JURISDICTION. Something that the article FAILS to mention. Any decision made by the U.S. Court of Appeals for the Second Circuit will be void.
The U.S. Court of Appeals for the First Circuit has Jurisdiction over this case DUE to the CONTRACT STIPULATION.
MORE OF YOUR LAME LYING BULLSHIT that you CAN'T PROVE is TRUE
So has Auctus dilution put XERI into a DEATH SPIRAL or as you say have not been allowed to DILUTE any of their shares???? Just where did the 450 mil that's been added come from. Are you saying Auctus still has 400 mil to dump on the market????? LAME BULLSHIT
…
The United States Court of Appeals for the First Circuit has appellate jurisdiction over the United States District Courts in Maine, Massachusetts, New Hampshire, Puerto Rico, and Rhode Island. The First Circuit is a federal court that reviews cases heard in its subsidiary districts, which can be civil or criminal and fall under federal law.



The United States Court of Appeals for the Second Circuit has appellate jurisdiction over the federal district courts in Connecticut, New York, and Vermont:
Connecticut: District of Connecticut
New York: Eastern District of New York, Northern District of New York, Southern District of New York, and Western District of New York
Vermont: District of Vermont

Obviously neither of you are familiar with the specifics of the appeal submitted by the Basile Law Firm which establishes that the judge's decision failed to account for the fact that a convertible note is, in fact, a form of security -- and that Auctus was therefore acting illegally as an unregistered broker, thus voiding the loan agreement.

To summarize the article in SecuritiesLawyer101.com (https://www.securitieslawyer101.com/2024/xeriant-inc-fights-toxic-funder-auctus-fund-in-appellate-court/)...

"Xeriant filed a notice of appeal and took the case to the U.S. Court of Appeals for the Second Circuit. There, the company is represented by Mark R. Basile and Marjorie Santelli of the Basile Law Firm.

The appellate brief first states the issue presented for review:

May an unregistered securities dealer purchase the Convertible Promissory Note in this case without violating Section 15(a) of the Securities Exchange Act of 1934?

Short Answer: No. Under §15(a) of the Exchange Act, it is unlawful for an unregistered securities dealer “to effect any transactions in … any security. Because a convertible promissory note is a security, an unregistered securities dealer “effects a transaction in securities” when he purchases the note, or enters into a contract to purchase the note.

It goes on to explain the SEC enforcement actions of recent years, emphasizing the importance of the Almagarby appellate decision. It quotes a bit of the decision, in which the panel wrote, “The process of acquiring new shares from an issuer ‘for the purpose of reselling them’ is quintessential dealer activity.” Once the holding period has expired, he converts and sells quickly to profit from the spread between the discount and the market price. It is then explained how this “death spiral” funding damages issuers.

The brief then turns to a key point for Xeriant, advancing the claim that the SDNY has its own interpretation of the circumstances under which a party may succeed with a recession claim:

The SDNY formulation arbitrarily excises half of the statutory language providing that contracts “shall be void” — not just where performance would violate the Act, but also those contracts made in violation of the Act. An analysis that looks to performance only, to the exclusion of contract formation, is contrary to the plain language of the statute, contrary to every Circuit Court to render a decision on this issue, and contrary to the clear guidance of the United States Supreme Court. Furthermore, the requirement that the contract must obligate the unregistered dealer to “act like a dealer” has no basis whatsoever in this statute.

"Xeriant has argued its case well and has clearly shown that Auctus violated the securities laws when it entered into its convertible financing transaction. For good measure, it adds that the Second Circuit has “long recognized the right of an innocent party to bring an action for rescission under Section 29(b) to void a contract made or performed in violation of the Exchange Act of 1934.”

I knew you would bring up some BS like that. That was originally prepared 11/14/2022 while those shares were under footnote 1. That is why the AMENDMENT was posted 2/14/2024 with the ADJUSTED SPECIFIED DATES listed for their maturity. XERI LOST their case against Auctus lifting that restriction.

Auctus Senior Secured Promissory Note



Prior to filing of complaint noted below, the Company had been in active negotiations with Auctus Fund, LLC, to extend the maturity date of the Senior Secured Promissory Note which became due and payable on March 15, 2023. Please see Note 6 to the financial statements. On June 1, 2023, the SEC filed a complaint against Auctus claiming that the company was operating as an unlicensed broker-dealer, and its loans could result in cancellation. On October 19, 2023, the Company filed a complaint in the United States Southern District of New York against Auctus to invalidate allegedly illegally designed contractual agreements, including contesting the enforceability of the related note and amendments, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims. The case was dismissed on February 9, 2024. The Company filed a Notice of Civil Appeal on March 13, 2024, in allow filing of an appeal primarily based on public welfare because of the pending litigation between the SEC and Auctus Fund Management, LLC. If either the Company or the SEC are unsuccessful in their legal actions and there is no settlement reached with Auctus, the Company will be required to continue negotiations with Auctus as to extension or satisfaction of the Note, or Auctus may elect to convert the Note into shares of our Common Stock, or seek a judgment against the Company for amounts due under the Note, as amended. In that event, our shareholders could experience substantial dilution, or the Company could lose substantially all of its assets.

The same thing holds true for your other dire warning that "Auctus still has plenty of shares that will mature from Jul 17 2024 - Sept 22 2024." The SEC investigation of Auctus has probably extended the maturity to unspecified dates (ie, indefinitely) on those as well! Funny how you can claim to discover supposedly disturbing information about XERI but rarely bother to fully understand it before posting wild-eyed accusations and sky-is-falling pronouncements about your "discoveries."

Thanks for pointing out that "This DILUTION could have started 1/13/2024”...but you neglected to address why it didn’t, despite the fact that the reason was right there on your attachment (just below the footnotes): *Auctus Fund, LLC, currently under investigation for alleged violations by the SEC — maturity date extended to unspecified date.” In fact, if the SEC wins its case against Auctus (which is very similar to other cases it has recently won against other unregistered brokers), then Auctus will probably be unable to collect on its loans or convert its warrants. In addition, XERI is already appealing the judge’s decision with a very strong argument that has already been cited in the media. Plus the fact that XERI’s $500 million lawsuit of XTI(A) clearly points out that XERI is no longer responsible for the loan.

Some interesting info in the OTCQB certification that was recently amended. I didn't look at it when it came out in Feb 2024. What it shows is that Auctus still has plenty of shares that will mature from Jul 17 2024 - Sept 22 2024. Seems these are converted underfoot note 2 which is a fixed amount of .01. There are still 34,760,000 to mature. Dragging the SP down farther. This will make a TOTAL of 418,440,435 going to Auctus by the end of 9/22/2024. This DILUTION could have started 1/13/2024 but without a doubt will CONTINUE.


https://www.otcmarkets.com/otcapi/company/financial-report/392488/content

Some interesting info in the OTCQB certification that was recently amended. I didn't look at it when it came out in Feb 2024. What it shows is that Auctus still has plenty of shares that will mature from Jul 17 2024 - Sept 22 2024. Seems these are converted underfoot note 2 which is a fixed amount of .01. There are still 34,760,000 to mature. Dragging the SP down farther. This will make a TOTAL of 418,440,435 going to Auctus by the end of 9/22/2024. This DILUTION could have started 1/13/2024 but without a doubt will CONTINUE.


https://www.otcmarkets.com/otcapi/company/financial-report/392488/content

XERI SECURITY DETAILS
Share Structure
Market Cap Market Cap 10,270,792 07/02/2024
Authorized Shares 5,000,000,000 07/03/2024
Outstanding Shares 534,091,278 07/03/2024
Restricted 185,058,510 07/03/2024
Unrestricted 349,032,768 07/03/2024

Another 9,237,974 added to the DILUTION DEATH SPIRAL more to come

Share Structure
Market Cap Market Cap 10,759,493 06/21/2024
Authorized Shares 5,000,000,000 06/21/2024
Outstanding Shares 524,853,304 06/21/2024
Restricted 175,820,536 06/21/2024
Unrestricted 349,032,768 06/21/2024
https://www.otcmarkets.com/stock/XERI/security

I'm more interested in how quickly XERI can start announcing the tax-free "green" bond fund that will pay for the production facilities and the binding sales contracts with major home builders. That's what's going to start boosting their share price. Everything else will follow.

Currently developing plans.......this is still years away from anything happening. Testing, manufacturing equipment, financing, manufacturing plants, contracts, Nexboard production, etc, etc. See you in late 2025, maybe by then it'll be ready to go.