In a counterclaim filed against Hanieh Sigari, Dariusz Banasik has revealed Qyral is “financially distressed”.

Banasik’s counterclaim was filed in addition to his April 20th filed answer to Sigari’s lawsuit.

Sigari sued Banasik last month, alleging she was “illegally locked out” of Qyral.

In his answer to Sigari’s Complaint, Banasik (right) denies the eight causes of action Sigari filed against him.

In his counterclaim, Banasik maintains he and Sigari “each own 50% of the membership interests in Qyral”.

In or around mid-2018, Counterclaimant and Sigari determined to launch a business marketing and selling skincare products.

Counterclaimant and Sigari formed Qyral in 2019, with its focus on selling skincare products.

Initially, things didn’t go so well.

From its inception, Qyral struggled with the sale of skincare products. From 2019 through 2022, the sale of the company were as follows:

•2019: $1,500

•2020: $45,000

•2021: $44,000

•2022: $64,000

“Prescription grade” skincare products were brought in as part of “certain industry changes in telehealth due to COVID-19”.

While sales picked up slightly, the fortunes of the company remained challenged.

As a consequence of the company’s struggles, and on behalf of Qyral, Counterclaimant requested, and, over time, obtained $1,300,000 in financing from Banabrands LLC dba ecomblvd (“Bananrands’), a company owned by Counterclaimant’s brother, Paul Banasik.

An additional infusion of $50,000 in financing from other family members was also made to Qyral.

By contrast, Sigari’s father funded $40,000, and was repaid at the end of 2023.

Qyral pivoted to “off-label” weight loss drugs in early 2023.

Counterclaimant convinced Sigari that in order to become cash flow positive, Qyral needed the weight loss product line, as it was not a sustainable business, absent a launch of its weight loss medication.

The introduction of off-label weight loss drugs saw Qyral generate $400,000 in revenue between March and April 2023. Banasik claims he was “intricately involved” in setting the transition up.

From May 2023, once the weight loss concept appeared viable, Counterclaimant and Sigari worked together to build out the infrastructure to get the product to customers, and include it as part of the Qyral product offering.

Sigari handled the physician network, sales team, and legal issues associated with medical products; Counterclaimant handled the pharmacy network, customer service, commission payments to consultants, and operations infrastructure.

With that structure, Qyral scaled the customer service team to 15 people in six months. Projected revenue for 2023 is forecasted to be 4,200,000, due in large part to Counterclaimant’s work.

Moreover, Counterclaimant structured a still pending Joint Venture agreement with an Arizona-based pharmacy that would “white label” its services, enabling Qyral to not only be a brand, but a pharmacy, further establishing Qyral’s legitimacy in the marketplace, as this would be a first of its kind vertical integration.

This agreement is also anticipated to cut our biggest cost, product costs, by 50%.

With the pharmacy deal still pending, Qyral meanwhile remains “financially distressed”.

While Qyral enjoys substantial revenues and realized a cumulative gross profit of $1,583,547.11 for the period of January 2023 through February 2024, Qyral’s cumulative net income over those 13 months is $-135,595.89.

Indeed, with the exception of July 2023, November 2023, and January 2024- three months- its net income was negative every month during the 13-month period.

The current balance sheet indicates that Qyral has current assets retaining a value of $884,334.65, against total liabilities of $1,449,889.83. By any definition, Qyral is financially distressed.

Banasik goes on to claim that even though Qyral is “functionally insolvement”, Sigari

defrauded the company, breached her fiduciary duties as an LLC member and manager, and risked litigation exposure prior to the commencement of this case.

These claims are a repeat of arguments Banasik brought up in opposition to the appointment of a Qyral Receiver.

Additionally, Qyral’s ongoing business expenses appear to be going ignored.

Sigari has failed to pay major company debts as they have come due.

For example, while she was essentially looting the company for her personal benefit, Sigari failed and refused to pay Qyral’s vendors. One vendor, Hallandale Pharmacy- the primary pharmacy Qyral uses- was owed approximately $200,000 as late as March 22, 2024. The co-owner of Hallandale unsuccessfully attempted, for weeks, to address this balance, Sigari simply ignored this most important pharmacy’s inquiries.

Worse, when Counterclaimant questioned one of Qyral’s employees regarding this outstanding debt, the employee, Samira Fatehyar, confirmed by text that Sigari had instructed her not to disclose pharmacy issues with Counterclaimant.

Guidelines set by the CDC, with respect to Qyral’s product shipments, are also alleged to have been ignored.

Counterclaimant is informed and believes, and thereon alleges, that Sigari has endangered Qyral customers in order to continue to grow revenue by overseeing the prescription of prescribing medicine to individuals that did not qualify for it.

Software developers were instructed by Sigari to not send Body Mass Index information for at least one customer to physicians, out of an apparent concern that because she was worried the customer would be disqualified from the medication.

Banasik claims he’s been locked out of “critical Qyral administrative databases”, and that Sigari

is, or has, attempted or contemplated opening up a company in the same line of business as Qyral, and has downloaded Qyral’s customer database for that purpose.

Claims of Relief put forth by Banasik in his countersuit include:

  1. breach of fiduciary duty;
  2. conversion; and
  3. unjust enrichment.

Banasik has also asked the court to “expell” Sigari from the LLC tied to Qyral.

And, somewhat oddly, Banasik has also requested a Receiver be appointed. I’m not sure how that factors into a Qyral Receiver having already been appointed earlier this month.

A decision on Sigari’s previously filed contempt application and requested preliminary injunction remains pending.