Page 4 of 40 8. Accordingly, this Court has subject matter jurisdiction over the federal law claims (i.e. Securities Act and the Exchange Act claims) pursuant to 28 U.S.C. § 1331. This Court has subject matter jurisdiction over the pendant state law claims pursuant to 28 U.S.C. § 1367(a). 9. This Court also has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332(a)(2) because Plaintiffs and Defendants are domiciled in different states (diversity of citizenship) and the amount in controversy exceeds $75,000.00, as a result of the fraud perpetrated by Defendants by their unregistered offer and sale of securities in violation of sections 5, 12(a)(1) and 15 of the Securities Act, section 10(b) of the Exchange Act, sections 25110, 25503, 25504 and 25401 of the California Corporations Code; and California’s false advertising and unfair competition laws. 10. This Court has personal jurisdiction over Defendants pursuant to Michigan’s long arm statute, M.C.L. § 600.715. The exercise of personal jurisdiction over Defendants comports with due process requirements because this action directly arises from Defendants’ contacts with Michigan, and the exercise of jurisdiction does not offend notions of fair play and substantive justice. 11. Venue is proper in this district under 28 U.S.C. § 1391(b)(2) because a substantial part of the events and/or omissions giving rise to Plaintiffs’ claims occurred within this district. Case 2:22-cv-10208-RHC-JJCG ECF No. 1, PageID.4 Filed 02/01/22 Page 4 of 40
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