OPINION AND ORDER
ELLIS, United States Magistrate Judge.
I. INTRODUCTION
Before this Court is a motion by defendant Bart Charles ("Charles") pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6) to dismiss the Amended Complaint of plaintiffs The O Zon Inc. ("TOZI") and Visual Graphic Systems, Inc ("VGS") (collectively "plaintiffs"). For the following reasons, Charles's motion to dismiss is
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