ISRAMCO /ICL COMPLAINT OUTLINE

ISRAMCO /ICL COMPLAINT OUTLINE

“While most derivative actions are a normal incident of an organization's affairs, to be

defended by the organization's lawyer like any other suit, however, if the claim involves

serious charges of wrongdoing by those in control of the organization, a conflict may arise

between the lawyer's duty to the organization and the lawyer's relationship with those

managing or controlling its affairs.

The Complaints and Petitions filed before this Court contain very serious allegations of

wrongdoing against those who control the corporation. In his capacity as General Counsel and

Attorney of Record, Mr. Holifield participated heavily in the negotiations with the various

parties for the Stipulation of Settlement (the "Settlement") in this matter. However, during the

course of his representation and after submission of the Settlement for the approval of this

Court, of which Mr. Holifield was a signatory on behalf of lsramco, Mr. Holifield became

aware of certain other important facts and matters, that, when taken as a whole, indicated to

him that certain terms of the Settlement had been agreed to in Bad Faith, and that a fraud was

knowingly about to be perpetrated upon the Court and upon the nominal Defendant, Isramco,

by certain parties to this Proceeding, through the tender of the Settlement for approval by this

Court.”

“Both as an Attorney under the Laws of the State of Texas, and as an Officer of the

Court, Mr. Holifield is ethically bound to bring to the attention of all parties and to this Court,

those matters and facts, whether protected by privilege or not, that are relevant to this Court's

inquiry as to allegations of fraud concerning the Settlement, and fraud negatively impacting the

legitimate interests of Isramco as a separate entity.”

“Mr. Holifield also contends herein that Isramco is not adequately, independently and

impartially represented before this Court at this time, and that Isramco's lawful and legitimate

legal interests in this matter have been subverted and will continue to be subverted and

undermined by.actions of certain Defendants and the current Counsel of Record for Isramco,

unless this Court or some higher authority intervenes.”

“One of the key elements in the proposed Settlement, that supposedly forms the primary

consideration for the joinder and approval of Isramco' s portion of the Settlement, is that certain

corporate governance reforms would be instituted, providing a sufficient "check and balance"

against future abuses of power and loyalty as are alleged in the Consolidated Actions.

However, during the course of Mr. Holifield's inquiries and conversations with Defendant

Haim Tsuff, CEO, Director, and majority stockholder of Isramco, and Independent Directors of

the Corporation, as well as conversations with Isramco's senior management, it became

painfully clear to Mr. Holifield that many actions taken by Mr. Tsuff and the management

controlled by him, both in the past as directly related to the allegations contained in this Action,

as well as statements and actions taken by Mr. Tsuff subsequent to this Action and subsequent

to his joinder and approval of the Settlement now before this Court, indicated that Defendant

Tsuff had and has no real intention of allowing any checks or balances whatsoever, nor any

respect for laws not in his favor.

Mr. Holifield asserts that Mr. Tsuff's singular and exclusive uses and abuses of power

as the CEO and majority stockholder of the Company, and his ongoing unlawful misconduct

would nonetheless continue unabated by any act of the corporation, its Directors, its legal

counsel, nor Order of this Court. It also became clear to Mr. Holifield in the course of these

conversations and observance of Mr. Tsuff's actions, that Mr. Tsuff considers himself to be

above the Law, and above any control (direct or indirect) ofDirectors, legal counsel, and other

stockholders of lsramco, and of this Court. Mr. Tsuff is the alter ego of lsramco.”

“corporation is a mere conduit for the transaction of private business of Mr. Tsuff and that no

separate identity of the individual and the corporation really exists.

It is clear to Mr. Holifield that Defendant Tsuffs covenants and agreements in the

proposed Settlement are a sham and a fraud against this Court and against the other parties to

this Action. As such, it has became clear that Defendant Tsuffused the services of Mr.

Holifield, through his representation of Isramco, to enter into the Stiplulation of Settlement.

The Settlement as entered into by Mr. Tsuff is only a ruse, a disguise, and an escape from all

liability, that completely releases Mr. Tsuff from any and all wrongdoing. Mr. Holifield verily

believes- knows- that Mr. Tsuff has entered to the terms of the Settlement in Bad Faith and

with no intention whatsoever to follow through on his commitments contained therein, as well

as his duties of loyalty to the corporation and its shareholders.”

“Both as an Attorney and as an Officer of this Court, Mr. Holifield is ethically

bound to bring to the attention of all parties and of this Court, those matters and

facts, whether protected by privilege or not, that are relevant to this Court's

inquiry as to allegations of fraud concerning the Settlement, and fraud negatively

impacting the legitimate interests of Isramco as a separate entity.”

Mr. Holifield did everything he could possibly do within the bounds of the Law to

impress upon Mr. Tsuff and senior management of Isramco that he believed a number of

actions by Mr. Tsuff and other senior management violated the spirit and terms of the

Settlement, as well as a variety of other Laws and Regulations. Mr. Tsuff flatly dismissed

those concerns and continues to this day to deceive Isramco and this Court. Any further

attempts by Mr. Holifield to rectify those actions would be fruitless under the totality of the

circumstances. The corporation and its legal representatives are under the total and unbridled

control of Mr. Tsuff, to the exclusion of all others, including this Court. As such, the corporate

schema of checks and balances has been totally corrupted by Mr. Tsuff. Mr. Tsuff hides

behind the corporate veil, as well as under its skirt.”

“Isramco is not adequately, independently and impartially represented before this

Court; its lawful and legitimate legal interests have been subverted and

undermined by the actions of certain Defendants.

Under the terms of the Settlement, all defendants, including Mr. Tsuff and Mr. Maimon,

will enjoy a full, complete, and total bar to all past, current and future claims, whether now

known or not, by Isramco and its other shareholders. Additionally, the Settlement proposes to

have Isramco, the injured Party, pay all attorneys fees, not only its own, but those of the other

Defendants and the Plaintiffs as well. Everyone under this proposed Settlement gets a free ride

and a complete release of all past wrongdoing, at the sole expense of Isramco and its other

stockholders. None of these actions is in the best interests of lsramco. Make no mistake: Counsel purporting to act on behalf of Isramco in this matter are fully compromised by, controlled by, and acting only in the self-interest of the wrongdoers, Defendants Tsuff and Maimon. This condition works a wrong against the effective administration of Justice, and should not be allowed to continue. This Court should appoint an Attorney Ad Litem for the benefit of Isramco, free and independent of the reach and improper influence of the Defendants.”

Dennis James Holifield, former general counsel for Isramco.

1. Introduction

1. Isramco, Inc. is a publicly held, (ISRL), Delaware Corporation with its principal executive offices at 2425 West Loop South, Suite 810, Houston, TX, 77027   Isramco engages in the acquisition, development, production and exploration of oil and natural gas properties in the United States and Israel.

2. Thru a web of 7 layers of parent companies (some of the companies are Israeli and some are BVI companies), Haim Tsuff  (“Tsuff”),Isramco’s Chairman of the Board and Chief Operating Officer since May 1996, currently “controls” 59.8% of the outstanding common stock of Isramco and “may be deemed to control the company “even thou that his direct equity part in Isramco is LESS THEN 4%!!.(See attachment 1: The layers of the parents companies.)

Current Companies Structure    (Attachment 1)

3. Jackob Maimon (“Maimon”) was the President of Isramco and owns 1.43% of the outstanding common stock of Isramco.Maimon resigned following an ongoing investigation by Attorney I. Mairon and a Certified Public Accountant H. Rabinowitch (collectively “Liquidators”) that were appointed by Tel Aviv Bankruptcy District Court Judge the honorable Judge, Vice President Varda Alsheih as liquidators of the assets of Israel Credit Lines. This appointment, in effect, appoints the Liquidators to be representatives and a clerk of the Tel Aviv District Court in Tel Aviv, Israel.

4. Below is a brief background of the history of Israel Credit Lines:  

1. Israel Credit Lines formed in 1993 for the purpose of Investments.  Since 1993 until its bankruptcy in 1999, Israel Credit Lines raised hundreds of millions from investors in the form of securities, bonds, and options.  Investors included lending institutions, private investment funds, and ordinary families.

2. At the time that the liquidators appointed, Israel Credit Lines had no operating funds whatsoever.  Following extensive investigation and audits of the books of Israel Credit Lines, Rabinowitch and Mairon discovered that the Israel Credit Lines were looted, in fact, by controlling shareholders and managers of Israel Credit Lines, in conjunction with various other defendants.

3. On September 1, 2004, Rabinowitch and Mairon, as Court appointed Liquidators of Israel Credit Lines, filed a lawsuit in the Tel Aviv District Court (“T.A. lawsuit”) on behalf of Israel Credit Lines against 42 different defendants. The prosecution was assessed in the amount of about 500,000,000 NIS  (T.A. 2201/04($150,000,000)).  Mr. Jackob Maimon , Mr. Haim Tsuff and Mr. Hod Gil were among the central defendants in the T.A. lawsuit.

4. The central objective of the T.A. lawsuit is to recover the large amount of assets that the controlling shareholders of Israel Credit Lines fraudulently transferred.  These assets include rights in oil and gas companies held today in the name of Y.H.K that  are estimated to be worth very high amounts(billions of dollars).Isramco Inc. is a one of the daughters companies of Y.H.K.,(see attachment 1)

5. In the framework of the T.A. lawsuit, the Liquidators asked the T.A. Court to rule that the stock shares in the oil and gas companies held by Y.H.K. ("Gas Stock") INCLUDING THE CONTROLING SHARES OF ISRAMCO, INC were stolen from Israel Credit Lines unlawfully, and that the shareholders who have rights in the Gas Stock (Jackob Maimon, Haim Tsuff, and the Livnat family) must transfer their rights to Israel Credit Lines.  

6. Yuval Ran, The  controlling shareholder of I.C.L., and former president of Isramco Inc. (1996-97), (Yuval Ran) has substantial information regarding the fraudulent unlawful transfer of the Gas Stock to Jackob Maimon, Haim Tsuff and the Livnat family.  Mr. Ran has cooperated with the Liquidators and has been extremely instrumental in uncovering the unlawful acts of the Livnat Family, Jackob Maimon, Haim Tsuff, Hod Gil, Amir Sanker  and other employees and members of The “Maimon-Tsuff Group”, Thru all of their different companies, among them Verno Holland and Verno U.S.A and many more.   The information that Yuval Ran provided was given from Mr. Ran’s own free will and without a promise of any benefits to Mr. Ran. (See attachment 2; THE LIQUIDATERS report to the Israeli court)

        5.   Both Tsuff and Maimon (until his resignation on 2010) have been and continue to be directors                          of Isramco. Since May 1996, and continuing to this day, Tsuff and Maimon( until his resignation on 2010)  have engaged in a multi-continent scheme involving self-dealing  and fraud to the detriment of Isramco and its shareholders.

       6.   In May 1996, Isramco entered into a consulting agreement with Goodrich Global.  Goodrich Global, A B.V.I. Company is run and own by Tsuff.  Tsuff solely determined the compensation that Goodrich Global (Tsuff) would receive from Isramco.

       7.  As a result of the Goodrich Global consulting agreement, a derivative action was filed by Jeffery Goldstein in Harris County on June 9, 2010. (Attachment 3:the “Goldstein Derivative Action”)   

B. Self-Dealing in the extreme

1. On April 6, 2010, Yuval Ran filed a shareholder’s derivative action (the “Action”) in Harris County Texas District Court alleging self-dealing by Tsuff, Maimon, and Isramco’s directors Max Pridgeon, Michelle Cinnamon Flores, Marc Kalton, Frans Sluiter, and a host of entities either owned or controlled by Tsuff. (Attachment 4: Ran’s Derivative action)4 In the Action, Ran alleges numerous counts of self-dealing, including self-dealing with regard to Cruise Ship, Naphtha Congo, Petach Tikva Undeveloped Property, Realted Loans to Isramco, Closure of Israel Branch Office, and Tsuff and Maimon Consulting Agreements:

1. In March 2004, Isramco purchased a cruise liner, “The Magic One”, for $8.05 million.  After expending substantial amounts to repair and renovate the ship, Isramco leased the ship to an Israeli-based tour operator for $21,500 a day. In March 2005, Isramco leased the same ship to a European-based tour operator for $8,000. The European-based tour operator was Chesney Estates, a British Virgin Islands company owned by Maimon and controlled by Tsuff.  In December 2006, Isramco sold this same liner to Chesney Estates for total consideration of only $2.15 million.

((Attachment 4: Ran’s Derivative action))

2. In 1997, Isramco acquired a 50% participation in a joint venture known as Naptha Congo which held two permits for offshore drilling offshore of the Republic of Congo; in December 2000, Isramco acquired the remaining 50% interests. Isramco paid $800,000 to these entities and also agreed to pay a 17.5 % royalty of net revenue associated with the working interest. Naptha Congo failed to pay the driller, Romfor International, for the costs of drilling ($1,500,000)., and was sued in Harris County District Court where, in November 2003, the driller obtained a judgment of $1,040,000 against Naptha Congo (now owned  50% by Isramco and 50% by Naphtha Petroluem through a subsidiary known as Chanal.)  On November 19, 2003, both Isramco and Naphtha Petroleum transferred $521,000 ($1.04 million) to Naptha Congo’s Swiss Bank Account at First International Bank in Zurich, Switzerland. On that same day, Isramco and Naptha Petroleum sold their shares to a Dutch citizen Marcel Bakker for only $50,000.  Bakker is Maimon’s driver. Instead of paying the judgment, Bakker then transfered $1,000,000 to the account of Versailles Services Ltd in the same Swiss bank. Versailles Services Ltd is a fully owned subsidiary of Chesney Estates, which we now know is owned by Maimon and controlled by Tsuff. (Attachment 4:Ran’s Derivative action)

3. In June 2002, Mati Properties, a company controlled by Maimon sold to Isramco an undeveloped lot in Petach Tikva, Israel for $1.88 million. In that same month, Isramco entered into a 24 month  lease agreement for the property at a monthly rent of $7,000. In January 2006, Isramco entered into a new lease to rent a smaller portion of the property for 24 months at $6,600 a month. Isramco sold the property on December 31, 2007 for an undisclosed price; however, prior to the sale, Isramco determed the property was “impaired” and wrote down the value of this asset to $958,000. (Attachment 4:Ran’s Derivative action)

4. In March 2007, Isramco purchased certain oil and gas interests in New Mexico and Texas from Five States LLC for $92 million. To complete the sale, Isramco took out loans from Wells Fargo and Naphtha Petroleum, the parent company of Isramco Inc. (Tsuff is the controlling shareholder of Naphtha Petroleum). The total amount of the loans to Isramco from Naphtha Petroluem was $42 million. In that same month, Isramco obtained a $7 million loan from Jerusalem Oil Exploration, Ltd, (JOEL”) ,The parent company of Naphtha Petroleum ,another company of which Tsuff  is the Chairman, CEO and controlling shareholder. Then, in March 2008 Isramco acquired $102 million in additional oil and gas interests in the US. Again, Isramco obtained loans from Naptha Petroleum and Joel. And, then again in July 2009, Isramco obtained a loan for $7 million from Israel Oil, a sister company of Isramco Inc., another company controlled by Tsuff.  (See attachment 1:)Each of these loans had interest rates (LIBOR plus 6%) that were beneficial to the Tsuff-controlled  PARENTS companies and detrimental to Isramco.  The interest alone was shifting money to the “upper layer” company and enriching Tsuff and Maimon, similar to a pyramid scheme. (Attachment 4:Ran’s Derivative action)

5. In Late 2007, Isramco decided to “close its office in Israel and focus on US interests”. Isramco sold all of its property and offices, including Isramco’s interest in Isramco, Negev 2 LP and IOC Dead Sea LP to Israel Oil. Israel Oil, also controlled by Tsuff, is a subsidiary of Naphtha Petroleum, the parent company of Isramco Inc., or one layer up in the pyramid scheme, at Tsuff’s direction, for a parsley sum of $13.6 million.  

6. Shortly after the sale of these assets to the Tsuff controlled entity Israel OIl, Noble Drilling discovered natural gas in the property held by the Negev 2 LP valued at $20 billion (that’s right, with a “b”). The proceeds of the sale of the assets were used to pay down the loans to Naphtha Petroleum. (Attachment 4:Ran’s Derivative action)

7. In a later proceeding , another derivative suit, Yuval Lapiner filed an expert’s opinion that shows the value of those shares BEFORE the transaction was more than 200 Million (Attachment  9:AFFIDAVIT OF ALEXANDER T.LAMAR)

8. Lastly, Isramco entered into a “restated” consulting agreement with Goodrich Global on November 25, 2008.  In this “restated” agreement, Goodrich Global’s compensation is $360,000 PLUS 5% of the Isramco’s pretax recorded profit. Recall, Tsuff is still the Chairman, CEO and controlling shareholder of Isramco and controls Goodrich Global. (Attachment 4:Ran’s Derivative action)

1. Winchester talks with Isramco attorneys

1. Robin Winchester (“Winchester”) is an attorney of record for plaintiffs in the Goldstein Derivative Action. While Ran filed his lawsuit, Winchester was already in discussions with Michael Robbins (Counsel for Maimon), Constance Barnes (Counsel for Tsuff) and Dennis Holyfield (Isramco General Counsel) to settle the Goldstein Derivative Action.  

2. Yuval Lapiner derivative suit

1. On June 30, 2010, Yuval Lapiner, an Isramco shareholder, filed a derivate action against Tsuff, Maimon, et al in the Chancery Court in Delaware.5 (Attachment 5:Lapiner’s Derivative action)  It is in this Complaint that Lapiner diagrams for the Court, and the World, the influence, control and ownership Haim Tsuff has over Isramco and the related companies. Lapiner’s Derivative complaint alleges essentially the same complaints Ran alleges in his Derivative Action with additional factual support for the Negev 2 LP valuation in light of the Nobel Drilling find. (Unfortunately, the Lapiner Derivative Complaint was dismissed because of the actions previously filed in Harris County District Court, by Ran and after amended by Winchester to the original “Goldstein Derivative Action”).

3. The amended consolidation – or how Isramco influenced plaintiff’s counsel to water down very serious allegations

1. On September 7, 2010, Goldstein (and Steinberg) filed an “Amended Verified Consolidated Shareholder Derivative Petition”. (Attachment 6: the “Consolidated Petition”). The filing of that petition was a compromise between Yuval Ran’s attorney and Robin Winchester in order to move Ran out as an active plaintive, (to which Ran objected) and keep Winchester as lead consul. The Consolidated Petition is a very light, watered-down version of the Ran and  Lapiner Derivative Action filed in Delaware, except the Consolidated Action does not include the Petach Tikva real-estate transaction or go into as much detail as the Lapiner Derivative Action does on  Negev 2 LP.  Despite this, the Consolidated Petition was good enough to take the lead.

2. In the Consolidated Petition Winchester’s firm Barroway Topaz Meltzer Check LLP was appointed Lead Counsel.

4. Isramco pushes Yuval Ran out of the proceedings

1. Winchester worked a deal with Tsuff, Maimon and company: She attacked Yuval Ran’s attorneys saying that Ran has multiple legal battles against Tsuff and Maimon, and that she will agree to add Ran’s claims to her amended derivative claim in order for her to stay in the driver’s seat and lead the case. After doing that, she went to the Delaware Chancery Court and asked to dismiss Lapiner’s derivative suit because its claims are already included in the amended derivative suit. In fact, Isramco’s attorneys told the Delaware Chancery Court at a hearing held October 18, 2010 that Ran had filed his motion to withdraw because the amended complaint “materially incorporates the new claims and allegations form Ran’s Complaint.”  The Chancellor, wondering what probative value this had, “had the impression that you (Isramco’s attorneys) were reading me the glowing things that Ran had to say about his colleagues…” Instead, Isramco’s attorneys insisted that it had probative value “insofar as Ran is confident that the other petitioners will adequately protect Yuval Ran’s interests.” Now Winchester, in trying to strike the Lapiner Intervention, one of her arguments to strike the intervention is she found evidence that Lapiner and Ran had communicated. Winchester questions the propriety of the Lapiner/ Ran communications because Winchester asserts that Ran is a “known con artist”  and has a “special vendetta” against Tsuff, Maimon and company. So, Winchester and Isramco’s attorneys use Ran anyway they can to make Ran and Lapiner derivative actions filed against Isramco go away, to make the Lapiner Intervention go away,  to proceed with the settlement discussions with Isramco and to collect her  $1,000,000 fee, to be paid by Isramco.

2. In light of the Consolidated Petition’s “materially incorporate[ing] the new claims and allegations from Ran’s complaint,” Winchester was successful in “convincing” Ran to withdraw as an active participant in the derivative litigation against Isramco, et al.  This despite the Consolidated Petition DID NOT including the Petach Tikva real-estate transaction. The Petah Tikva real estate deal is a smoking criminal gun: Ran and his attorney has a title that shows Maimon owned the land that he sold to Isramco while   being the president of Isramco Inc. Strangely Robin Winchester, didn’t add that claim to the amended petition, but in the settlement it is mentioned as one of the deals that’s got clearance when the settlement will accrue.

5. Isramco tries to settle the derivative actions

1. Now that the Consolidated Petition is filed and Ran is “convinced” to withdraw, and Lapiner derivative suit dismiss because of Ran suit, Isramco, et al and Winchester RETURNED to their settlement negotiations.  The proposed settlement calls for Isramco to make some corporate governance changes, yet keeping Tsuff on as Chairman and CEO, and paying Winchester and her firm $1,000,000 to go way.

6. Yuval Lapiner intervenes, sees right through it

1. On October 10, 2011, Yuval Lapiner filed his Petition in Intervention in the Consolidated Action.  (Attachment 13: Yuval Lapiner Petition in Intervention in the Consolidated Action. ) In his petition in intervention, Lapiner quotes the Chancellor Laster, of the Delaware Chancery Court regarding the seriousness of the allegations in Lapiner’s Derivative action: “I am going to dismiss this case in favor of the Texas action.  I do so reluctantly. This is a case I would like to see litigated here, at least as plead.  And all I’m going on is the face of the complaint.  But at least as pled, it raises serious loyalty issues.”

7. Lapiner objects to settlement

Contemporaneous with the filing of his petition in intervention, Lapiner filed an objection to the proposed settlement. In his objection, Lapiner goes into great detail how Tsuff  and Maimon have depleted the corporate coffers of Isramco  for themselves to the detriment of the other shareholders., including depriving Isramco of a natural gas field (Negev LP 2) valued now at over $20 billion.(Attachment 12: Lapiner objects to settlement)

8. Lapiner files a scathing supplemental objection

In a supplemental objection to the proposed settlement Lapiner outlines how the proposed settlement was reached after the review of “a few hundred pages of documents”, no depositions and no truly adversarial proceeding. In the proposed settlement there is no provision for the recovery of the millions, if not billions of dollars Tsuff, Maimon et al have taken from Isramco and its shareholders.(Attachment 14:Suppelment objection of Lapiner)

9. Winchester objects to Lapiner’s Intervention by casting aspersions on Ran’s character.

Ran is not a party to the Lapiner Intervention.

10. Former Isramco GC, Holifield, withdraws from representing Isramco as Tsuff continues to self-deal and de-fraud the company

With his supplemental objection, Lapiner filed the Declaration of Dennis Holyfield in Support of Yuval Lapiner’s Objection to the Proposed Settlement.”(Attachment 11: Declaration of Dennis Holifield) It is in his declaration that Mr. Holifield, an attorney and former Vice President and General Counsel of Isramco, details the “issues/irregularities/illegalities” within Isramco.

“During the six months I was employed by Isramco as General Counsel, it became very apparent that the company was being directed solely and exclusively by the CEO, Haim Tsuff, to the exclusion of the other directors of the corporation, its legal counsel, and the other stockholders of the corporation.  This type of behavior was witnessed through a number of transactions while I was employed by the company, and represent a clear pattern of conduct to evade laws and regulations, misuse power, misuse of the assets of the company, and to commit fraud.  In every instance recited hereinafter as an act of Isramco, Inc., and/or any of its subsidiaries, such acts were directly ordered by Mr. Tsuff, either by him personally or through the CFO, Edy Francis, or the ‘Asset Manager’ Amir Sanker…”

1. In his declaration, Holifield details even more instances of fraud by Tsuff et al against Isramco and its shareholders in a fashion that would rival a John LeCarre novel. With respect to the Consolidate Derivative Action proposed settlement, it became clear to Holifield that the corporate governance reforms were nothing more than “window dressing.”  Meetings with Tsuff, Francis and Sanker revealed to Holifield that neither Tsuff, Francis nor Sanker had any intention of following any of the corporate governance reforms agreed to and it would be business as usual at Isramco.  Tsuff made this abundantly clear when he told Hoilifield “I run the company, not the directors, not the shareholders, no one but me.”

12.Winchester knew Isramco was not going to follow the settlement agreement with respect to the change in corporate governance, (Because she already got Holifield’s report)or how a lawyer is trying to protect her $1,000,000 fee.

Winchester is now trying to save her $1,000,000 fee.  She knows that Tsuff has no intention of implementing the corporate governance changes required by the proposed settlement agreement.  Despite this, Winchester does not report this fraud to the court because she wants the $1,000,000 to be paid to her by Isramco Inc..

13.Winchester asks “can’t we all just get along?”

Not wanting to let a settlement, and a $1,000,000 fee vanish into thin air, Winchester files Affidavit of Robin Winchester in Support of Plaintiffs’ Motion to Continue the Settlement Hearing and to lift the Stay of this Action. In her affidavit, Winchester essential casts aspersions on Holyfield’s claims of continued fraud within Isramco by Tsuff, Francis and Sanker, and then turns to the comfort of defendants’ counsel (same guys: Tsuff, Francis and Sanker) to seek assurances that the defendants really did want to play in the sandbox fairly.  Winchester is now just as guilty as Tsuff, Maimon, Francis and Sanker in the continued pillaging of Isramco.

14.The Fox is now Guarding the henhouse.  

Isramco’s new GC, Doyle, is Sanker’s lawyer

Isramco is now being represented by Paul Doyle.  Paul Doyle represented Amir Sanker. Doyle is now responsible for changing the corporate structure of Isramco. Michael Robbins, Paul Doyle’s father’s law partner at Doyle, Restrepo, Harvin & Robbins, LLP, represents Maimon, among others.  Isramco is now in the “Lion’s Den.”

11. Max Pridgeon: another soldier of “Maimon -tsuff” that’s “help” Isramco.

Max Pridgeon is a long time employ of the Tsuff-Maimon Group:

Director

2001-Present

Independent Director, Chairman of Compensation Committee, Member of Audit Committee and Member of Nominating Committee

Isramco Inc.

Even in his resume that he filed with the SEC, he mention all of those companies that he is working for,and we got proof that this is Tsuff-Maimon  entities.

Isramco Inc.

Houston , TX

Sector: BASIC MATERIALS / Independent Oil & Gas

42 Years Old

Max Pridgeon has been a director of the Company since April 2001. Since December 2002, Mr. Pridgeon has served as a director and executive officer of Griffin Decorations, a business which he founded. From March 1995 through December 2002, he served as director of MAXIM Wholesale and Marketing Co., a company which he founded. Concurrently, from February 1999, Mr. Pridgeon has also served as a manager of sales for Europe and the Middle East for Blenfin XI, Netherlands, a company that engages in the distribution of wooden picture frames (TSUFF-MAIMON’s COMPANY). From April 1996 through January 1999, Mr. Pridgeon served as a property acquisitions consultant to M.A. Realistic Estate,(TSUFF MAIMON’s COMPANY) Netherlands, a company engaged in the ownership and management of hotels in the Netherlands. From September 1989 through March 1995, Mr. Pridgeon served as account manager and then export manager at VERNO Holland, (TSUFF-MAIMON’s COMPANY)a company engaged in the marketing and distribution of oil paintings.

12. Time line:/Attachment list

      1.         1997-Tsuff and Maimon acquiring the final control off Y.H.K. from Israel Credit Line,(I.C.L.)in a                    fraudulent  transaction , Ran that familiar with the transaction and he is the controlling shareholder ,leaving Israel and relocated in Harris County, Texas.  (Attachment 2:The Receivers Report)

2.         On 298/1999 the honorable Court appointed accountant H. Rabinovich and attorney I Miron as joint liquidators for I.C.L .  (Attachment 2:The Receivers Report)

3.        On 5/6/2002 the honorable Court appointed  accountant H. Rabinovich and attorney I Miron as permanent liquidators to I.C.L. (Attachment 2:The Receivers Report)

4.        On 1.9.2004 the Liquidators submitted to the Court of Appeals in Tel Aviv (Mechozi), a lawsuit on behalf of the company against Maimon, Tsuff, Gil , Ran and42 different defendants.  The Liquidators estimated that the sum of the Lawsuit is approximately 500,000,000 shekels (Civil Claim 2201/04).                                                                                  (Attachment 2:The Receivers Report)

5.       1/2006 Hod Gil and Amir Sanker arriving to the U.S.

6.      12/2008 Hod Gil moving from the US to Israel

7.       6 /2009 Barroway’s original pettion                                                                 (Attachment 3)

      8.       10/2009 In a decision given by the Supreme Court on 15.10.09, the Supreme Court upheld the appeal of the Liquidators in all three of the appeals.  The Supreme Court cancelled the decisions issued by the honorable Registrar Zamir.  The Supreme Court held that there is a need to arrange a comprehensive factual inquiry before it will be possible to determine whether the Lawsuit became invalid due to the statue of limitations.                                        (Attachment 2:The Receivers Report)

     9.       4 /2010 RAN CLASS ACTION ISRL                                                                         (Attachment 4)

5. 5/2010   On May 6 2010 notices were submitted to the stock exchange and the Securities and Exchange Commission according to which Mr. Jackob Maimon announced his resignation from his role as Director and as Chairman of the Board of Directors at dozens of public companies trading in the stock market following his departure from Israel.  The suspicion that disturbed the Liquidators was that this signaled a stage in a process leading to the possible disengagement of Maimon from Israel while advancing the possibility of selling the rights in United Kingsway and/or their transfer them in another way.  United Kingsway is an offshore company registered in the Bahamas Islands.  Through this company Maimon and Tsuff possess the oil corporations that were taken from I.C.L. within the framework of the Y.H.K. transaction.  

                                                                                                          (Attachment 2:The Receivers Report)

        5.       6/ 2010 LAPINER SHAREHOLDER DERIVATIVE COMPLAINT                           (Attachment 5)

6. 6/ 2010  CORT OF DELAWARE TRANSCRIPT                                                     (Attachment 6)

7. 9 /2010  Barroway ammended pettion                                                              (Attachment 7)

 

8. 10/ 2010 Ran withdrew because of the amended petition.                            (Attachment 8)

9. 10/ 2011 AFFIDAVIT OF ALEXANDER T.LAMAR.                                                (Attachment 9)

10. 10/ 2011 C.V. ALEXANDER.                                                                                   (Attachment 10)

11. 10 /2011  DECLARATION OF DENNIS HOLIFIELD (ISRL ATT)IN SUPPORT OF (Attachment 11)

12. 10/ 2011  Lapiner objection to proposed settlement                                     (Attachment 12)

13. 10/ 2011 Lapiner petition in intervention                                                         (Attachment 13)

 

14. 10/ 2011  SUPPELMENT OBJECTION OF LAPINER                                            (Attachment 14)

 

15. 10 /2011 AFFIDAVIT OF ROBIN WINCHESTER                                                 (Attachment 15)

16. 10/ 2011 DECLERATION OF YUVAL LAPINER                                                   (Attachment 16)

17. 10/ 2011 Isramco Report to the SEC about Holifield Criminal Claims     (Attachment 17)

18. 10/ 2011 NOBEL ENERGY CALL                                                                       (Attachment 18)

19. 10 /2011 Paul Doyl Is Isramco Attorney                                                      (Attachment 19)

  

20. 10 /2011 PLAINTIFF'S MOTIION TO LIFT THE STAY                                   (Attachment 20)

21. 10 /2011 TAMAR VALUE PRE-DRILL CASE EXCEL                                      (Attachment 21)

22. 11/ 2011 KESLER (Barroway) SUBPOENA HOLIEFIELD                             (Attachment 22)

23. 11 /2011 KESLER (Barroway)TAKING ORAL DEPOSITION OF HOLIFIELD.pdf(Attachment 23) 33.11/2011  Brief of amicus curiae Dennis James Holifield,Formal general counsel for            Isramco is filed:                                                                                            (Attachment 24)