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DAVID J. MICLEAN (SBN 115098)
dmiclean@micleangleason.com
ILED
SAN MATEO COUNTY
DANIELLE M. MIHALKANIN (SBN 271442)
dmihalkanin@micleangleason.com
MICLEAN GLEASON LLP MUL 2 2°2019
411 Borel Avenue, Suite 310
San Mateo, CA- 94402 Clark of rior Court
Telephone: (650) 684-1181
Facsimile: (650) 684-1182 fay oN oanta
Attorneys for Defendant and Cross-Complainant Declaration in Support
1946653
| | | sl | | | i
Solomon Sha
—
'
ee t
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF SAN MATEO
11
_—
12 SWEET PRODUCTION, INC., a California Case No. 18-CIV-03110
Corporation,
13
Plaintiff, SUPPLEMENTAL DECLARATION OF
14 DAVID J. MICLEAN IN SUPPORT OF
SOLOMON SHA’S MOTION FOR LEAVE
Vv.
15 OF COURT TO FILE AND HAVE HEARD
SHA’S MOTION FOR TERMINATING.
16 SOLOMON SHA, an individual; and DOES 1 to SANCTIONS OR ALTERNATIVELY TO
10, inclusive, REOPEN AND COMPEL DISCOVERY
(C.C.P. §§ 2023.010, 2023.030, 2024.050)
17
Defendants.
18
19 Date: August 28, 2019
Time: 9:00 a.m.
20 SOLOMON SHA, Department: Law & Motion
21 Cross-Complainant,
22 Vv.
SWEET PRODUCTION, INC., a California
=_ corporation; SWEET EXPRESS; MING CHIN;
DOREEN CHIN; and ROES 1 through 10,
So inclusive,
ec” Cross-Defendants.
ov
MICLEAN DECLARATION ISO MOTION FOR LEAVE (CCP 2023.010, 2023.030, 2024.050) CASE No. 18-CIV-03110
I, David J. Miclean, declare as follows:
1 Tam an attorney at the law firm of Miclean Gleason LLP located at 411 Borel Avenue,
Suite 310, San Mateo, California 94402. I submit this Declaration in support of Defendant and Cross-
Complainant Solomon Sha’s (“Sha”) Motion to Reopen Discovery.
2. I am a member in good standing of the State Bar of California.
3 I make this declaration based upon facts within my own personal knowledge, except as to
those matters stated upon information and belief, and as to those matters I believe them to be true. If
called upon to testify to the matters stated herein, I could testify competently and truthfully.
4. On June 5, 2019, the mandatory settlement conference set for this case went forward with
10 Judge Grandsaert in department 11. J only received Sweet Production, Inc.’s (“SPI”) untimely MSC
11 statement the night before the MSC and was only then made aware that Mr. Agtagma and his client SPI
12 intended to show up for the MSC. At the MSC, a stipulation was entered into by SPI and Sha to move
13 the trial date and to allow for SPI’s production of financial and other documents. A true and correct
14 copy of the stipulation attached as Exhibit 25. The stipulation required agreement as to SPI’s production
15 of financial and other documents within 30 days of June 5, 2019, with documents produced within 45
16 days of June 5, 2019.
17 5 On June 18, 2019, I forwarded Mr. Agtagma a list of the SPI documents that would be
18 required. A true and correct copy of my document demand pursuant to the stipulation is attached is as
19 Exhibit 26.
20 6 On June 26, 2019, Mr. Agtagma responded to the document requests. A true and correct
21 copy of Mr. Agtagma’s June 26, 2019 email is attached as Exhibit 27. Mr. Agtagma advised in his
22 correspondence that his client was amenable to providing certain documents that have been requested,
23 contingent upon Sha stipulating to set aside entries of default taken against the cross-defendants and
24 dismissing his amended cross-complaint with prejudice.
25 7 On July 1, 2019, I advised Mr. Agtagma that SPI had agreed to produce financial
26 documents pursuant to the stipulation, but such production was not conditioned on Mr. Sha dismissing
27 his cross-complaint. I also advised Mr. Agtagma that if he or his client desired protective order in
28 connection with the production of documents that he should provide one, and I would be happy to
1
MICLEAN DECLARATION ISO MOTION FOR LEAVE (CCP 2023.010, 2023.030, 2024.050) CASE No. 18-CIV-03110
review it and enter into an acceptable protective order. A true and correct copy of my correspondence is
attached hereto as Exhibit 28.
8 On July 11, 2019, I advised Mr. Agtagma of the stipulation entered into on June 5, 2019
and the agreement that SPI would produce financial documents. I also reminded Mr. Agtagma that J had
not received any proposed protective order as to the documents that were supposed to be produced by
July 20, 2019. A true and correct copy of my email communication is attached as Exhibit 29.
9 On July 12, 2019, I received a letter from Mr. Agtagma. The letter contains substantive
settlement communications and is not therefore attached. The letter, however, indicates that SPI is only
willing to comply with the June 5, 2019 stipulation to produce financial documents if Sha dismisses his
10 cross-complaint and stipulates the setting aside of default entered against cross-defendants. Such a
11 requirement and condition (Sha’s dismissal of the cross-complaint and setting aside of the defaults) was
12 never a condition for the production of documents pursuant to the June 5, 2019 stipulation.
13 Accordingly, SPI continues to refuse to produce financial documents despite its stipulation that it would
14 do so filed with the court on June 5, 2019.
15 10. On July 19, 2019, I sent a letter to Mr. Agtagma requesting that he confirm his and his
16 client’s noncompliance with the June 5, 2019 stipulation whereby SPI was to produce financial
17 documents to Sha. A true and correct copy of my letter of July 19, 2019 is attached hereto as Exhibit 30.
18
19 I declare under the penalty of perjury of the laws of the United States of America and the State of
20 California that the foregoing is true and correct, and that this declaration was executed this 19th day of
21 July, 2019, in San Mateo, California.
22
23
24
wv emf
D avid J. Miclean
25
26
27
28
2
MICLEAN DECLARATION ISO MOTION FOR LEAVE (CCP 2023.010, 2023.030, 2024.050) CASE NO. 18-CIV-03110
EXHIBIT 25
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EXHIBIT 26
Douglas Collins
From: David Miclean
Sent: Tuesday, June 18, 2019 5:33 PM
To: Andrew M. Agtagma, Esq.
Ce: Douglas Collins; Danielle Mihalkanin
Subject: SPI Valuation Analysis Information Request
Attachments: SPI Valuation Analysis Information Request.pdf, 20180727 RFP 1 to Sweet
Production.pdf
Mr. Agtagma, pursuant to the stipulation reached at the mandatory settlement conference regarding SPI production of
documents for settlement and valuation of SPI, please see below:
1. Please find attached my clients demand for information and documents with which to value SPI.
2. Unless SPI is willing to dismiss its complaint against Sha with prejudice, my client also makes demand for any
document requested in the prior request for production of documents served on SPI (see attached).
Lastly, Unless SPI is willing to dismiss its complaint against Sha with prejudice, please also produce documents as
follows:
. All stock certificate and documents relating to the ownership of SPI
. List of all employees in SPI’s customer service department from 2016 to the present
. All logs, excel sheets or other tangible tracking of customer complaints from 2014 to present.
. All documents in any way supporting SPI’s claim that Sha’s performance of job duties changed in 2016
(negatively)
All documents regarding the hiring and firing of SPI delivery drivers from 2014 to present
All documents reflecting the names of delivery drivers hired and fired from SPI 2014 to present.
All documents regarding the hiring and firing of SPI packers from 2014 to present
All documents reflecting the names of packers hired and fired from SP! 2014 to present.
All documents reflecting SP! sales and orders by month from 2014 to present from Grand Hyatt San
Francisco, Team San Jose (Breakfast and Peets Coffee), Fountain café, Lee’s Deli, Gilead (Wave café,
Tides café, Lakeside and Sciences) and Omni Hotels & Resorts
All documents supporting any claim by SP! that customers reduced orders because of the actions of Sha,
including but not limited to, all documents reflecting sales and orders by month from 2014 to present
for any company SPI claims reduced orders because of Sha.
David J. Miclean
Principal
pat
MICLEAR LEAS wa
411 Borel Avenue, Suite 310
San Mateo, CA 94402
MAIN 650 684 1181
DIRECT 650 684 1184
CELL 650 861 0899
WEB www.micleangleason.com
The information contained in this electronic message and any attachments to this message are intended for the
exclusive use of the addressee(s) and may contain confidential or legally privileged information intended for the sole use
of the designated recipient(s). The unlawful interception, use or disclosure of such information is strictly prohibited
under 18 USCA 2511 and any applicable laws. Any review, reliance or distribution by others or forwarding without
express permission is strictly prohibited. If you are not the intended recipient, or have received this communication in
- -
error please notify Miclean Gleason LLP immediately at (650) 684-1181 or dmiclean@micleangleason.com and destroy
all copies of this message and any attachments without reading them or saving them to disk. Thank you.
Valuation Analysis Information Request
Sweet Production, Inc.
Please provide the following information to assist in our preparation of a valuation
analysis of Sweet Production, Inc. (the “Company”). Any information you provide
should be in soft copy format (Word, Excel, PDF, etc.) where possible.
All the information identified below should be provided for the last 6 years. Any
questions about the request should be sent through counsel.
A. Basic Information and Documents:
1 The Company’s historical financial statements (audited if available,
otherwise unaudited) including profit and loss statements, balance sheets,
income statements and general ledgers (2013-present). If not already
included in the historical financial statements, please include a history of
distributions from the Company, if any, for the fiscal years ending 2013 to
2018, and any distributions made in 2019 to date. Interim financial
statements may be provided for the present year.
Complete tax returns for the most recent six years (2013-2018).
Financial projections, forecasts, or budgets for the Company (e.g. income
statement, cash flow and balance sheet) extending out 2013-present.
The Company’s most recent business plan and/or the Company’s corporate
presentation or the presentation used in connection with any financing of the
Company (debt or equity).
The Company’s articles of incorporation and shareholder agreements or
equivalent (i.e.: partnership agreement or LLC operating agreement),
including any amendments and/or restatements, shareholder lists, regulatory
filings, tax filings, employment/non-compete agreements, buy-sell
agreements, credit facilities in place, etc. and all documents showing any
modifications in ownership or percentage of ownership.
Copies of any recent presentations outlining the Company’s results, strategic
plans and other corporate issues. This could include, but is not limited to,
loan applications, board of directors’ presentations, information provided to
investors, information to potential investors, or other comparable material.
\
This includes any and all business plans and projections, with or without
narrative, where available.
Please also provide information on any unusual or nonrecurring financial
items in the past six years. This would include, but is not limited to,
compensation, occupancy, bad debt, inventory adjustments, professional
fees, etc.
Board minutes for the pats 6 years.
Bank statements showing all Company ins/outs for last 3 years.
Specific Items:
1 Professional advisors:
a. Outside legal counsel:
b. Accounting firm:
c. Other advisors:
In what year was the Company founded?
What are the characteristics of the market the Company is targeting (current
size, estimated growth rate, etc.)? If you have copies of any independent
market studies, please provide those. If you don’t have independent studies,
please provide your internal estimates.
Identify the Company’s ten largest customer groups and the approximate
amount of revenues each accounts for. This might include walk-in traffic
from local businesses, destination traffic, food trucks, retailers, and others.
Identify the Company’s ten largest suppliers.
List the Company’s major competitors (current and anticipated).
2
7
7. Intellectual property:
a. Please identify any intellectual property (such as trademarks, patents,
copyrights, etc.) the Company may own.
If the Compariy owns any significant trademarks or copyrights, please
identify them. Does the Company own any other intangible assets?
Does the Company have any assets similar to the website, including,
but not limited to, social media?
Does the Company maintain a customer list? Ifso, what is the size of
that list and who maintains it?
Does the Company maintain a vendor/supplier list? If so, how large is
it and who maintains it?
Are there any agreements, such as non-competes, regarding the
vendors and customers? If so, please provide a copy of those
agreements.
Who is responsible for making sure the Company’s practices are
updated for changes in the law and regulations? What process is in
place for maintaining compliance?
8. Describe the Company’s facilities and tangible assets
Location(s) of primary facilities/offices
Approximate size, in square feet, of space(s) rented and what is the
approximate rent per month?
When does the lease expire and are there renewal option(s)? What are
the renewal rates, if known?
What activities are conducted there? (e.g., general office work, R&D
labs, assembly, light manufacturing, warehouse, etc.)
List other significant facility locations and functions:
4
f. Please provide copies of all current lease agreements.
g. Please provide dates when it might be possible to make a site visit and
interview management. This normally requires about two hours in
total.
h
9. What is the Company’s current headcount by category:
Delivery
Sales and Marketing
Retail
Operations
Customer Service
Admin
Other
Total
10.Executive/Officer Compensation — please provide a compensation summary
for your three highest paid executives and/or corporate officers showing
base salary, bonus/incentive compensation and total stock options held for
the most recent 24-month period (or the most recent calendar year).
a. Please provide information on executive/officer compensation
(position, cash compensation, bonuses other compensation, etc.) and
whether the total compensation is more or less than would be paid to a
new hire for that position.
b. Does the Company have “key man” life insurance policies? If so, for
which employees?
c. Does the Company have management/employment contracts in place?
If so, for which employees?
d. Is all compensation at reasonable/market rates? If not, please provide
information on necessary adjustments to the current compensation that
would be necessary to bring it into market rates.
11. Regarding your most recent financing:
a. ‘When was the investment made?
b What form did it take? Debt? Equity? A combination?
Who provided that funding?
Were there any future financings anticipated at each of the Valuation
Date?
12. Regarding the market:
a. What is the Company’s competitive/strategic advantage relative to its
competitors?
b. Who are the Company’s competitors?
c. Please identify the Company’s key contracts (sales and purchasing).
13. If the Company has external debt outstanding, provide the following
information:
Principal balance:
Interest rate:
Payment terms:
Secured by:
we
Details regarding any warrants issued as part of the borrowing
transaction (e.g., quantity and class of shares covered, exercise price,
etc.)
Copies of loan/mortgage/promissory note agreements
14. Identify the key members of the management team, indicate how long each
has been with the Company and provide a brief description of their previous
experience. [Note: if this information is available on the Company’s
website, please so indicate and we will obtain it from the website.]
15. Identify those public companies that are most similar to the Company in
terms of business/market focus (recognizing that those companies probably
are very dissimilar in terms of scale, maturity, etc.).
16. Have valuations been done previously to determine the value of the
Company or its common stock? If so, please provide us with soft copies of
the prior valuation reports.
17. Have there been any discussions or negotiations with competitors or others
about a transaction at each of the Valuation Date? This would include, but is
not limited to cross investments, strategic investments, a sale, a merger, etc.
If so, please provide background on those discussions.
18.Were there discussions or negotiations at each of the Valuation Date
regarding investments in the Company by any party? If so, please provide
background on those discussions.
19.Please describe the operations and revenue of Sweet Express and how it is
affiliated with SPI. Please also provide financial and tax documents listed in
section A for Sweet Express to the extent they are separately maintained
from SPI.
C. If there are other facts or information that you think could have an impact
on the value of the Company or its equity that haven’t been identified in your
responses to the previous items, please identify and provide them.
DAVID J. MICLEAN (SBN 115098)
dmiclean@micleangleason.com
CARMEN M. AVILES (SBN 251993)
caviles@micleangleason.com
MICLEAN GLEASON LLP
411 Borel Avenue, Suite 310
San Mateo, CA 94402
Telephone: (650) 684-1181
Facsimile: (650) 684-1182
Attorneys for Defendant and Cross-Complainant
Solomon Sha
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
COUNTY OF SAN MATEO
ll
12
SWEET PRODUCTION, INC., a California Case No. 18-CIV-03110
13 Corporation,
14 SOLOMON SHA’S REQUESTS FOR
Plaintiff, PRODUCTION OF DOCUMENTS TO
15 SWEET PRODUCTION, INC. (SET ONE)
Vv.
16
SOLOMON SHA, an individual; and DOES 1 Complaint Filed: June 18, 2018
17 to 10, inclusive, Trial Date:
18
Defendants.
19
20
SOLOMON SHA,
21
Cross-Complainant,
22
Vv.
23
SWEET PRODUCTION, INC., a California
24 corporation; SWEET EXPRESS; MING CHIN;
DOREEN CHIN; and DOES 1 through 10,
25 inclusive,
26 Cross-Defendants.
27
28
REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
PROPOUNDING PARTIES: SOLOMON SHA
RESPONDING PARTY: SWEET PRODUCTION, INC.
SET NUMBER: ONE
TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
Defendant and Cross-Complainant Solomon Sha (“Defendant,” “Mr. Sha,” or
“Propounding Party”) hereby requests pursuant to California Code of Civil Procedure section
2031.260, et seq., that Plaintiff and Cross-Defendant Sweet Production, Inc. (“Plaintiff,” “Sweet
Production,” or “Responding Party”) respond to the following Requests for Production of
Documents in writing and under oath, and serve a copy on Mr. Sha and his attorneys at Miclean
10 Gleason LLP, 411 Borel Avenue, Suite 310, San Mateo, CA 94402 within thirty days from the
11 date these requests were served.
12 DEFINITIONS
13 1 “REFER TO,” “REFERRING TO,” “REGARDING,” and “RELATING TO,”
14 shall mean consisting of, pertaining to, mentioning, commenting on, connected with, discussing,
15 describing, identifying, analyzing, explaining, showing, reflecting, dealing with, comprising,
16 containing, resulting from, or regarding a particular subject in whole or in part, either directly or
17 indirectly.
18 2. “CONCERNING?” shall mean analyzing, addressing, consisting of, constituting,
19 regarding, referring to, pertaining to, refuting, discussing, describing, evidencing, memorializing,
20 reflecting, commenting on, or otherwise having any logical or factual connection to the subject
21 matter of the request.
22 3 “COMMUNICATION?” shall mean the transmission of information by any
23 means, including but not limited by text messages, phone, email, and in written correspondence.
24 4 “DOCUMENTS” or “WRITING” are defined as in Evidence Code Section 250
25 and these words refer to all such materials, however produced or reproduced, in your actual or
26 constructive possession, custody, care or control; and includes, but is not limited to, originals,
27 copies, nonidentical copies, and preliminary, intermediate, and final drafts of all WRITINGS.
28 Evidence Code Section 250 provides: “[w]riting means handwriting, typewriting, printing,
1
REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
A
photostating, photographing, and every other means of recording upon any tangible thing, any
form of communication or representation, including letters, words, pictures, sounds, or symbols,
or combinations thereof.” A reference herein to any one or more of these types of WRITINGS
shall be construed to include all other types of WRITINGS without limitation, including but not
limited to, text messages, emails, Facebook postings and messages, Twitter postings, video,
instant messages, records and memoranda to file, any written letter, memorandum, or other
document which was sent by one or more individuals and/or entities to another or others.
Please note that if a particular “WRITING” exists in more than one form, each different
form is an “original” within the meaning intended by this demand. Also, if additional copies
10 exist of original “WRITINGS,” which copies are no longer identical to the initial original
11 (whether because of other markings or modifications of any kind), each such non-identical copy
12 is to be construed as a separate “original writing” subject to identification and production by you
13 pursuant to this demand.
14 5 “INCLUDING?” shall mean “including but not limited to.”
15 6. “PERSON” or “PERSONS?” shall mean a natural person, firm, association,
16 corporation, partnership, business, trust, or any other form of legal entity.
17 7 “EMPLOYEE(S)” shall mean any director, trustee, officer, employee, partner,
18 corporate parent, subsidiary, affiliate or servant of the designated entity, whether active or
19 retired, full-time or part-time, current or former, and compensated or not.
20 8 “YOU,” “YOUR,” or “SWEET PRODUCTION” shall mean Plaintiff and Cross-
21 Defendant Sweet Production, Inc., and anyone acting on its behalf, including, but not limited to,
22 employees, affiliates, related companies, agents, and contractors of SWEET PRODUCTION.
23 9 “SHA” shall mean Defendant and Cross-Complainant Solomon Sha.
24 10. “SWEET EXPRESS” shall mean Cross-Defendant Sweet Express, and anyone
25 acting on its behalf, including, but not limited to, employees, affiliates, related companies,
26 agents, and contractors of SWEET EXPRESS.
27 ll. “MING CHIN” shall mean Cross-Defendant Ming Chin, also known as Terry
28 Chin, and anyone acting on his behalf.
REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
12. “DOREEN CHIN” shall mean Cross-Defendant Doreen Chin, and anyone acting
on her behalf.
13. “And,” “or” and “and/or” shall be construed disjunctively or conjunctively, as
necessary, to bring within the scope of any request for production and inspection of documents
and things which may otherwise be construed to be outside the scope thereof.
14, Any word written in the present tense herein shall be construed as written in the
past tense, or vice versa, as necessary, to facilitate the response to any request for production and
inspection of documents and things.
15, The singular shall include the plural and the plural shall include the singular.
10
11 REQUESTS FOR PRODUCTION
12 1 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
13 paragraph 9 of the Complaint that SHA “conspire[ed] with subordinates to falsify employee time
14 records.”
15 2. All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
16 paragraph 9 of the Complaint that SHA “fail[ed] to report the falsified employee time records to
17 SPI.”
18 3 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
19 paragraph 9 of the Complaint that SHA “conceal[ed] the falsified employee time records from
20 SPL”
21 4. All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
22 paragraph 9 of the Complaint that SHA “receiv[ed] cash proceeds from the falsified employee
23 time records for his own benefit.”
24 5 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
25 paragraph 10 of the Complaint that YOU became aware of SHA’s alleged scheme in and around
26 late April 2016.
27
28
REQUESTS FOR PRODUCTION CASE No. 18-CIV-03110
6 All DOCUMENTS and COMMUNICATIONS REGARDING the alleged scheme
that was provided to YOU from “the employee who assisted Sha in carrying out” the scheme as
alleged in paragraph 11 of the Complaint.
7 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
paragraph 12 that “other events occurred that lent credibility to the allegations against [SHA].”
8 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
paragraph 13 of the Complaint that “Sha became upset with the company around January 2016.”
9. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in
paragraph 14 of the Complaint that “the departments responsible for distributing SPI’s goods
10 being chronically understaffed.”
11 10. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in
12 paragraph 14 of the Complaint that “deadlines for early-morning customer deliveries [were]
13 repeatedly missed.”
14 ll. Ali DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in
15 paragraph 15 of the Complaint that SWEET PRODUCTION was “losing the amounts paid in
16 wages because of falsified employee time records for wages that were not actually earned.”
17 12. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in
18 paragraph 15 of the Complaint that SWEET PRODUCTION was “losing the amounts paid in
19 payroll taxes and other liabilities because of falsified employee time records for wages that were
20 not actually earned.”
21 13. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in
22 paragraph 15 of the Complaint that SWEET PRODUCTION was “losing prospective income
23 from customers who scaled back or ceased doing business with SPI because of untimely
24 deliveries.”
25 14. All DOCUMENTS and COMMUNICATIONS containing any statements made
26 to YOU by anyone with personal knowledge of the facts at issue in this case.
27
28
REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
15. ALL COMMUNICATIONS between YOU and SHA in the past five years,
including letters, emails, text messages, and any other written or electronic
COMMUNICATIONS.
16. Any contract or agreement between YOU and Fountain Café in Oakland since
2008.
17. All DOCUMENTS and COMMUNICATIONS between YOU and Fountain Café
in Oakland RELATED to scaling back or ceasing to do business with YOU since 2008.
18. Any contract or agreement between YOU and Grand Hyatt San Francisco since
2008.
10 19. All DOCUMENTS and COMMUNICATIONS between YOU and Grand Hyatt
11 San Francisco RELATED TO scaling back or ceasing to do business with YOU since 2008.
12 20. Any contract or agreement between YOU and Courtyard by Marriott San
13 Francisco Downtown since 2008.
14 21. All DOCUMENTS and COMMUNICATIONS between YOU and Courtyard by
15 Marriott San Francisco Downtown RELATED TO sealing back or ceasing to do business with
16 YOU since 2008.
17 22. Any contract or agreement between YOU and the Holiday Inn San Jose since
18 2008.
19 23. All DOCUMENTS and COMMUNICATIONS between YOU and the Holiday
20 Inn San Jose RELATED TO scaling back or ceasing to do business with YOU since 2008.
21 24. Any contract or agreement between YOU and Team San Jose at the San Jose
22 Convention Center and Visitors Bureau since 2008.
23 25. All DOCUMENTS and COMMUNICATIONS between YOU and Team San Jose
24 at the San Jose Convention Center and Visitors Bureau RELATED TO scaling back or ceasing to
25 do business with YOU since 2008.
26 26. All DOCUMENTS which RELATE TO, REFER TO, or evidence any and all
27 civil actions, adversary proceedings, arbitrations, or administrative proceedings that have been
28 filed against YOU at any time in the past five years for any alleged misconduct.
5
REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
27. ‘YOUR entire personnel or similar file RELATED TO SHA.
28. All federal and state complete corporate tax returns (and all accompanying
schedules, attachments, documents and k-1s), SWEET PRODUCTION has filed for tax years
2008 to the present.
29. All official corporate records of SWEET PRODUCTION including but not
limited to: (i) bylaws; (ii) articles of incorporation; (iii) meeting minutes; (iv) agendas; (v)
summaries; (vi) organizational charts; (vii) lists of shareholders.
30. All DOCUMENTS sufficient to IDENTIFY each PERSON having an interest
(whether equity, security, debt, or other legal interest) in SWEET PRODUCTION and the value
10 of such interest.
11 31. All DOCUMENTS AND COMMUNICATIONS RELATED TO YOUR
12 investigation into SHA’s alleged misdeeds.
13 32. All DOCUMENTS RELATED TO company policy and/or employment
14 handbook on employee time records.
15 33. All DOCUMENTS and COMMUNICATIONS RELATED TO the termination of
16 the employee by SHA as alleged in paragraph 11.
17 34. All DOCUMENTS and COMMUNICATIONS RELATED to SHA’s ownership
18 interest in SWEET PRODUCTION from 2008 to the present.
19 35. A complete copy of the Sage accounting system data (or any other accounting
20 system SWEET PRODUCTION uses), INCLUDING all detail and supporting documentation for
21 all journal entries, schedules, spreadsheets, and summaries utilized outside of the accounting
22 system to track, organize, summarize, calculate any revenue, expense, liability, asset, or equity
23 amounts.
24 36. All monthly statements for each bank account, investment account or other type
25 of financial account, INCLUDING but not limited to Bank of America accounts, East West Bank
26 accounts and other accounts, INCLUDING but not limited to, monthly, annual, and any other
27 time period bank statements, cancelled checks, withdrawal slips, deposit slips, bank
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REQUESTS FOR PRODUCTION CASENO. 18-CIV-03110
reconciliations, and wire transfer advices (other documents showing all incoming and outgoing
wire transfers) from 2008 to the present.
37. All bank statements for personal bank accounts held by DOREEN CHIN and
MING CHIN, INCLUDING but not limited to monthly, annual, and any other time period bank
statements, cancelled checks, withdrawal clips, deposit slips, bank reconciliation, and all wire
transfer advices (or other DOCUMENTS showing all incoming and outgoing wire transfers)
from 2008 to the present.
38. All loans, lines (or other liability) DOCUMENTS INCLUDING all relevant terms
such as loan or line amount, date of loan, interest rate, term/payback period, amortization table,
10 lender name/location, all payments made for principal and interest, and all advances made from
11 2008 to the present.
12 39, All DOCUMENTS showing personal payment of business expenses from 2008 to
13 the present.
14 40. All DOCUMENTS showing company payment of personal expenses from 2008
IS to the present.
16 4l. All Your loan applications from 2008 to the present.
17 42. All Your insurance applications from 2007 to the present
18 43. All business tax returns, INCLUDING all supporting statements, schedules, and
19 summaries from 2008 to the present.
20 44 All tax returns for DOREEN CHIN and MING CHIN, INCLUDING all
21 supporting statements, schedules, and summaries from 2008 to the present.
22 45. All credit card monthly statements and payments for any cards or credit lines paid
23 by SWEET PRODUCTION, INCLUDING all credit cards used exclusively, or in part, for the
24 businesses, INCLUDING personal credit cards, and receipts or invoices that initiate each credit
25 card charge.
26 46. All Your monthly, quarterly and annual detailed financial statements showing
27 every account utilized by the businesses, INCLUDING but not limited to profit and loss reports,
28 balance sheets, operating statements, and cash flow statements from 2008 to the present.
7
REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
47. All invoices, or other type of demand for payments, for any expense greater than
$1,000 from 2008 to the present.
48. All 1099’s issued by the business INCLUDING proof of payment, including
names.and all contact information for each 1099 recipient from 2008 to the present.
49. All contracts or agreements with any vendor, supplier, consultant, assistant, or
any other type of company or individual from 2008 to the present.
50. All DOCUMENTS showing ownership interests in SWEET PRODUCTION,
SWEET EXPRESS, or any other business from 2008 to the present.
Si. All board of director meeting minutes, INCLUDING all reports and attachments
10 from 2008 to the present.
ll 52. All employee/owner/partner/director or other expense reimbursement requests
12 with all relevant receipts from 2008 to the present.
13 53. All payroll records showing all compensation paid to DOREEN CHIN, MING
14 CHIN, and all other employees at SWEET PRODUCTION, SWEET EXPRESS, and any other
15 related entity from 2008 to the present.
16 54, All DOCUMENTS RELATED TO all distributions to owners/partners/directors
17 or others from 2008 to the present.
18 55. All employee bonuses and DOCUMENTS and COMMUNICATIONS showing
19 how each bonus amount was calculated from 2008 to the present.
20 56. All COMMUNICATIONS between DOREEN CIN, MING CHIN, and Chen Lai
21 from 2008 to the present.
22 57. All DOCUMENTS and COMMUNICATIONS RELATED TO lowering SHA’s
23 ownership in SWEET PRODUCTION, INCLUDING but not limited to email
24 COMMUNICATIONS and text messages.
25 58. All DOCUMENTS and COMMUNICATIONS that support any of YOUR
26 responses to the Form Interrogatories.
27 59. All DOCUMENTS and COMMUNICATIONS that support any of YOUR
28 responses to the Special Interrogatories.
REQUESTS FOR PRODUCTION CASE No. 18-CTV-03110
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60. All DOCUMENTS on which YOU intend to rely at trial.
61. All DOCUMENTS regarding the formation and ownership of Sweet Express.
62. All YOUR policies of insurance, including declaration pages, for D&O, E&O or
casualty insurance from 2008 to the present.
63. All DOCUMENTS and COMMUNICATIONS to SHA from YOU, DOREEN
CHIN, MING CHIN, or any other person connected with or affiliated to YOU, regarding the
alleged malfeasance of SHA alleged in the compliant
DATED: July 27, 2018
Respectfully submitted,
10 MICLEAN GLEASON LLP
ve gle
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13 D: avid J. Miclean
Carmen M. Aviles
14 Attorneys for Defendant and Cross-Complainant
Solomon Sha
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REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110
EXHIBIT 27
Douglas Collins
From: Andrew M. Agtagma, Esq.
Sent: Wednesday, June 26, 2019 3:57 PM
To: David Miclean
Ce: Douglas Collins; Danielle Mihalkanin
Subject: RE: SPI Valuation Analysis Information Request
Mr. Miclean,
I'm writing regarding Sweet Production's response to your document requests. SPI is amenable to providing the
documents requested in your attachment, "SP/ Valuation Analysis Information Request," to the extent they're within its
possession, custody or control. It is also agreeable to the 6-year time frame requested. Its willingness to provide the
requested documents, however, is contingent on Sha agreeing to the following:
1) In exchange for SPI dismissing its complaint against Sha with prejudice, Sha must also stipulate to set aside the
entries of default taken against SPI, Doreen Chin, and Terry Chin, and dismiss the amended cross-complaint against
those parties with prejudice. (I don't speak for Sweet Express.)
2) Any agreement regarding the purchase of Sha's shares in SP! must include non-disclosure, non-disparagement, and
non-solicitation clauses, with suitable monetary and injunctive remedies for breach, including attorneys' fees for the
prevailing party and liquidated damages.
3) Sha must agree to a protective order allowing any documents disclosed to be.seen only by his attorneys and their
agents for the purpose of assessing the value of SPI and his shares, with suitable monetary and injunctive remedies for
breach, including attorneys' fees for the prevailing party and liquidated damages.
4) SPI asks that you identify at least three experts to assess the value of the company for purposes of selling Sha's
shares--other than any experts you are already consulting with, or have retained to testify in this case. SPI is willing to
select one of these experts to assess the value of the company. SPI will agree to accept the selected expert's
assessment of the company's value as a basis for purchasing Sha's shares, and expects Sha to do the same. SPI is
willing to split the expenses of retaining such expert 50/50.
However, SPI reserves the right to propose at least three additional experts if it feels that none of those proposed by
you is acceptable. If the alternatives proposed by SPI are similarly unacceptable to you and your client, each party will be
able strike two of the other party's choices. (If a party has offered more than three choices, that party will identify its top
three experts and withdraw the rest.) We will then flip a coin (or use some other method to randomly select between
alternatives) to determine which of the remaining two experts will be retained to assess the company's value.
5) SPI would like to modify the 45-day deadline to produce documents, agreed upon in the June 5, 2019 stipulation. It
proposes that the deadline commence on the day that the parties enter into the protective order mentioned above, and
that the documents be due 30 days thereafter.
6) SPI agrees that it will work with you to assure that the above-referenced protective order will be entered into within a
reasonable time, including agreeing to a specific timetable for when a draft of the protective order will be provided,
revisions submitted, etc.
In light of the foregoing,
Preview
y gv LM DAVID J. MICLEAN (SBN 115098) dmiclean@micleangleason.com ILED SAN MATEO COUNTY DANIELLE M. MIHALKANIN (SBN 271442) dmihalkanin@micleangleason.com MICLEAN GLEASON LLP MUL 2 2°2019 411 Borel Avenue, Suite 310 San Mateo, CA- 94402 Clark of rior Court Telephone: (650) 684-1181 Facsimile: (650) 684-1182 fay oN oanta Attorneys for Defendant and Cross-Complainant Declaration in Support 1946653 | | | sl | | | i Solomon Sha — ' ee t SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF SAN MATEO 11 _— 12 SWEET PRODUCTION, INC., a California Case No. 18-CIV-03110 Corporation, 13 Plaintiff, SUPPLEMENTAL DECLARATION OF 14 DAVID J. MICLEAN IN SUPPORT OF SOLOMON SHA’S MOTION FOR LEAVE Vv. 15 OF COURT TO FILE AND HAVE HEARD SHA’S MOTION FOR TERMINATING. 16 SOLOMON SHA, an individual; and DOES 1 to SANCTIONS OR ALTERNATIVELY TO 10, inclusive, REOPEN AND COMPEL DISCOVERY (C.C.P. §§ 2023.010, 2023.030, 2024.050) 17 Defendants. 18 19 Date: August 28, 2019 Time: 9:00 a.m. 20 SOLOMON SHA, Department: Law & Motion 21 Cross-Complainant, 22 Vv. SWEET PRODUCTION, INC., a California =_ corporation; SWEET EXPRESS; MING CHIN; DOREEN CHIN; and ROES 1 through 10, So inclusive, ec” Cross-Defendants. ov MICLEAN DECLARATION ISO MOTION FOR LEAVE (CCP 2023.010, 2023.030, 2024.050) CASE No. 18-CIV-03110 I, David J. Miclean, declare as follows: 1 Tam an attorney at the law firm of Miclean Gleason LLP located at 411 Borel Avenue, Suite 310, San Mateo, California 94402. I submit this Declaration in support of Defendant and Cross- Complainant Solomon Sha’s (“Sha”) Motion to Reopen Discovery. 2. I am a member in good standing of the State Bar of California. 3 I make this declaration based upon facts within my own personal knowledge, except as to those matters stated upon information and belief, and as to those matters I believe them to be true. If called upon to testify to the matters stated herein, I could testify competently and truthfully. 4. On June 5, 2019, the mandatory settlement conference set for this case went forward with 10 Judge Grandsaert in department 11. J only received Sweet Production, Inc.’s (“SPI”) untimely MSC 11 statement the night before the MSC and was only then made aware that Mr. Agtagma and his client SPI 12 intended to show up for the MSC. At the MSC, a stipulation was entered into by SPI and Sha to move 13 the trial date and to allow for SPI’s production of financial and other documents. A true and correct 14 copy of the stipulation attached as Exhibit 25. The stipulation required agreement as to SPI’s production 15 of financial and other documents within 30 days of June 5, 2019, with documents produced within 45 16 days of June 5, 2019. 17 5 On June 18, 2019, I forwarded Mr. Agtagma a list of the SPI documents that would be 18 required. A true and correct copy of my document demand pursuant to the stipulation is attached is as 19 Exhibit 26. 20 6 On June 26, 2019, Mr. Agtagma responded to the document requests. A true and correct 21 copy of Mr. Agtagma’s June 26, 2019 email is attached as Exhibit 27. Mr. Agtagma advised in his 22 correspondence that his client was amenable to providing certain documents that have been requested, 23 contingent upon Sha stipulating to set aside entries of default taken against the cross-defendants and 24 dismissing his amended cross-complaint with prejudice. 25 7 On July 1, 2019, I advised Mr. Agtagma that SPI had agreed to produce financial 26 documents pursuant to the stipulation, but such production was not conditioned on Mr. Sha dismissing 27 his cross-complaint. I also advised Mr. Agtagma that if he or his client desired protective order in 28 connection with the production of documents that he should provide one, and I would be happy to 1 MICLEAN DECLARATION ISO MOTION FOR LEAVE (CCP 2023.010, 2023.030, 2024.050) CASE No. 18-CIV-03110 review it and enter into an acceptable protective order. A true and correct copy of my correspondence is attached hereto as Exhibit 28. 8 On July 11, 2019, I advised Mr. Agtagma of the stipulation entered into on June 5, 2019 and the agreement that SPI would produce financial documents. I also reminded Mr. Agtagma that J had not received any proposed protective order as to the documents that were supposed to be produced by July 20, 2019. A true and correct copy of my email communication is attached as Exhibit 29. 9 On July 12, 2019, I received a letter from Mr. Agtagma. The letter contains substantive settlement communications and is not therefore attached. The letter, however, indicates that SPI is only willing to comply with the June 5, 2019 stipulation to produce financial documents if Sha dismisses his 10 cross-complaint and stipulates the setting aside of default entered against cross-defendants. Such a 11 requirement and condition (Sha’s dismissal of the cross-complaint and setting aside of the defaults) was 12 never a condition for the production of documents pursuant to the June 5, 2019 stipulation. 13 Accordingly, SPI continues to refuse to produce financial documents despite its stipulation that it would 14 do so filed with the court on June 5, 2019. 15 10. On July 19, 2019, I sent a letter to Mr. Agtagma requesting that he confirm his and his 16 client’s noncompliance with the June 5, 2019 stipulation whereby SPI was to produce financial 17 documents to Sha. A true and correct copy of my letter of July 19, 2019 is attached hereto as Exhibit 30. 18 19 I declare under the penalty of perjury of the laws of the United States of America and the State of 20 California that the foregoing is true and correct, and that this declaration was executed this 19th day of 21 July, 2019, in San Mateo, California. 22 23 24 wv emf D avid J. Miclean 25 26 27 28 2 MICLEAN DECLARATION ISO MOTION FOR LEAVE (CCP 2023.010, 2023.030, 2024.050) CASE NO. 18-CIV-03110 EXHIBIT 25 S PBL COMET Gir oe “SPE oF chucoRAa. QUN Be RESPN MATES { Date: CASE. 1S=CU -G3 HIS Kuve-er” peanoctian (st) enhoxnen| FOS CONTMUE. OF TAH. AND SETIZEKG7— Loma) SHA npongferBeeD ad X ectan’s AN MATEO COUNTY Kr ov SPC ST At “JUN 0 5 2019 jor Court ofsoie, ‘Clerk of tl aut Aer Tree By |e PRETES AGREE Me Pousas : ‘ ya. THE PREIES SN MME TO A CONTINUING CE THE CORRE Trine DAR OF yee (72018 OF aT cans 180 DAYS 70 T7e¥ AAD SEE” THE” CASE, 2) TePA geese. % Tee Aue ane eset5 LAM Nor eps [joes HEUVESS Di CF SETR EMT 1S ONede see AD | sea Mast Aen * Koti fatrucsrte| Fee OsrHer7 ene | Od TE CRoss ComprrAwt THE OCS MET chu OBTECTRIS SAI HAY [ae a8 OF Tes bate |B) m THe. Panes whee Aces 7S st¢ S Praprcrel oF Dacon es. Retna JD HEAVING POLY PRonaP ATS WW) SETESHEOT™ eat 40 Of DOCU wrrteel “sD THE.Tos PARTIES ner $s Ouse vss Avy ORE PRaiecwe Distass | JR! “USE OF “AN ROTTED” EyPDaT-T6" URCOIE “Fanmleites,: IF) te PAEES Cyc” Aozee “7S PESOME Ser SHAT” Disukseals Heder VOCE. GHERIO SEAT women) do DATS: = one ~ cote ’ Hiciean [saa a) Ataa) Diardy = Pn “AGAR [si Cacnste) /eltor 6/s/rerq EXHIBIT 26 Douglas Collins From: David Miclean Sent: Tuesday, June 18, 2019 5:33 PM To: Andrew M. Agtagma, Esq. Ce: Douglas Collins; Danielle Mihalkanin Subject: SPI Valuation Analysis Information Request Attachments: SPI Valuation Analysis Information Request.pdf, 20180727 RFP 1 to Sweet Production.pdf Mr. Agtagma, pursuant to the stipulation reached at the mandatory settlement conference regarding SPI production of documents for settlement and valuation of SPI, please see below: 1. Please find attached my clients demand for information and documents with which to value SPI. 2. Unless SPI is willing to dismiss its complaint against Sha with prejudice, my client also makes demand for any document requested in the prior request for production of documents served on SPI (see attached). Lastly, Unless SPI is willing to dismiss its complaint against Sha with prejudice, please also produce documents as follows: . All stock certificate and documents relating to the ownership of SPI . List of all employees in SPI’s customer service department from 2016 to the present . All logs, excel sheets or other tangible tracking of customer complaints from 2014 to present. . All documents in any way supporting SPI’s claim that Sha’s performance of job duties changed in 2016 (negatively) All documents regarding the hiring and firing of SPI delivery drivers from 2014 to present All documents reflecting the names of delivery drivers hired and fired from SPI 2014 to present. All documents regarding the hiring and firing of SPI packers from 2014 to present All documents reflecting the names of packers hired and fired from SP! 2014 to present. All documents reflecting SP! sales and orders by month from 2014 to present from Grand Hyatt San Francisco, Team San Jose (Breakfast and Peets Coffee), Fountain café, Lee’s Deli, Gilead (Wave café, Tides café, Lakeside and Sciences) and Omni Hotels & Resorts All documents supporting any claim by SP! that customers reduced orders because of the actions of Sha, including but not limited to, all documents reflecting sales and orders by month from 2014 to present for any company SPI claims reduced orders because of Sha. David J. Miclean Principal pat MICLEAR LEAS wa 411 Borel Avenue, Suite 310 San Mateo, CA 94402 MAIN 650 684 1181 DIRECT 650 684 1184 CELL 650 861 0899 WEB www.micleangleason.com The information contained in this electronic message and any attachments to this message are intended for the exclusive use of the addressee(s) and may contain confidential or legally privileged information intended for the sole use of the designated recipient(s). The unlawful interception, use or disclosure of such information is strictly prohibited under 18 USCA 2511 and any applicable laws. Any review, reliance or distribution by others or forwarding without express permission is strictly prohibited. If you are not the intended recipient, or have received this communication in - - error please notify Miclean Gleason LLP immediately at (650) 684-1181 or dmiclean@micleangleason.com and destroy all copies of this message and any attachments without reading them or saving them to disk. Thank you. Valuation Analysis Information Request Sweet Production, Inc. Please provide the following information to assist in our preparation of a valuation analysis of Sweet Production, Inc. (the “Company”). Any information you provide should be in soft copy format (Word, Excel, PDF, etc.) where possible. All the information identified below should be provided for the last 6 years. Any questions about the request should be sent through counsel. A. Basic Information and Documents: 1 The Company’s historical financial statements (audited if available, otherwise unaudited) including profit and loss statements, balance sheets, income statements and general ledgers (2013-present). If not already included in the historical financial statements, please include a history of distributions from the Company, if any, for the fiscal years ending 2013 to 2018, and any distributions made in 2019 to date. Interim financial statements may be provided for the present year. Complete tax returns for the most recent six years (2013-2018). Financial projections, forecasts, or budgets for the Company (e.g. income statement, cash flow and balance sheet) extending out 2013-present. The Company’s most recent business plan and/or the Company’s corporate presentation or the presentation used in connection with any financing of the Company (debt or equity). The Company’s articles of incorporation and shareholder agreements or equivalent (i.e.: partnership agreement or LLC operating agreement), including any amendments and/or restatements, shareholder lists, regulatory filings, tax filings, employment/non-compete agreements, buy-sell agreements, credit facilities in place, etc. and all documents showing any modifications in ownership or percentage of ownership. Copies of any recent presentations outlining the Company’s results, strategic plans and other corporate issues. This could include, but is not limited to, loan applications, board of directors’ presentations, information provided to investors, information to potential investors, or other comparable material. \ This includes any and all business plans and projections, with or without narrative, where available. Please also provide information on any unusual or nonrecurring financial items in the past six years. This would include, but is not limited to, compensation, occupancy, bad debt, inventory adjustments, professional fees, etc. Board minutes for the pats 6 years. Bank statements showing all Company ins/outs for last 3 years. Specific Items: 1 Professional advisors: a. Outside legal counsel: b. Accounting firm: c. Other advisors: In what year was the Company founded? What are the characteristics of the market the Company is targeting (current size, estimated growth rate, etc.)? If you have copies of any independent market studies, please provide those. If you don’t have independent studies, please provide your internal estimates. Identify the Company’s ten largest customer groups and the approximate amount of revenues each accounts for. This might include walk-in traffic from local businesses, destination traffic, food trucks, retailers, and others. Identify the Company’s ten largest suppliers. List the Company’s major competitors (current and anticipated). 2 7 7. Intellectual property: a. Please identify any intellectual property (such as trademarks, patents, copyrights, etc.) the Company may own. If the Compariy owns any significant trademarks or copyrights, please identify them. Does the Company own any other intangible assets? Does the Company have any assets similar to the website, including, but not limited to, social media? Does the Company maintain a customer list? Ifso, what is the size of that list and who maintains it? Does the Company maintain a vendor/supplier list? If so, how large is it and who maintains it? Are there any agreements, such as non-competes, regarding the vendors and customers? If so, please provide a copy of those agreements. Who is responsible for making sure the Company’s practices are updated for changes in the law and regulations? What process is in place for maintaining compliance? 8. Describe the Company’s facilities and tangible assets Location(s) of primary facilities/offices Approximate size, in square feet, of space(s) rented and what is the approximate rent per month? When does the lease expire and are there renewal option(s)? What are the renewal rates, if known? What activities are conducted there? (e.g., general office work, R&D labs, assembly, light manufacturing, warehouse, etc.) List other significant facility locations and functions: 4 f. Please provide copies of all current lease agreements. g. Please provide dates when it might be possible to make a site visit and interview management. This normally requires about two hours in total. h 9. What is the Company’s current headcount by category: Delivery Sales and Marketing Retail Operations Customer Service Admin Other Total 10.Executive/Officer Compensation — please provide a compensation summary for your three highest paid executives and/or corporate officers showing base salary, bonus/incentive compensation and total stock options held for the most recent 24-month period (or the most recent calendar year). a. Please provide information on executive/officer compensation (position, cash compensation, bonuses other compensation, etc.) and whether the total compensation is more or less than would be paid to a new hire for that position. b. Does the Company have “key man” life insurance policies? If so, for which employees? c. Does the Company have management/employment contracts in place? If so, for which employees? d. Is all compensation at reasonable/market rates? If not, please provide information on necessary adjustments to the current compensation that would be necessary to bring it into market rates. 11. Regarding your most recent financing: a. ‘When was the investment made? b What form did it take? Debt? Equity? A combination? Who provided that funding? Were there any future financings anticipated at each of the Valuation Date? 12. Regarding the market: a. What is the Company’s competitive/strategic advantage relative to its competitors? b. Who are the Company’s competitors? c. Please identify the Company’s key contracts (sales and purchasing). 13. If the Company has external debt outstanding, provide the following information: Principal balance: Interest rate: Payment terms: Secured by: we Details regarding any warrants issued as part of the borrowing transaction (e.g., quantity and class of shares covered, exercise price, etc.) Copies of loan/mortgage/promissory note agreements 14. Identify the key members of the management team, indicate how long each has been with the Company and provide a brief description of their previous experience. [Note: if this information is available on the Company’s website, please so indicate and we will obtain it from the website.] 15. Identify those public companies that are most similar to the Company in terms of business/market focus (recognizing that those companies probably are very dissimilar in terms of scale, maturity, etc.). 16. Have valuations been done previously to determine the value of the Company or its common stock? If so, please provide us with soft copies of the prior valuation reports. 17. Have there been any discussions or negotiations with competitors or others about a transaction at each of the Valuation Date? This would include, but is not limited to cross investments, strategic investments, a sale, a merger, etc. If so, please provide background on those discussions. 18.Were there discussions or negotiations at each of the Valuation Date regarding investments in the Company by any party? If so, please provide background on those discussions. 19.Please describe the operations and revenue of Sweet Express and how it is affiliated with SPI. Please also provide financial and tax documents listed in section A for Sweet Express to the extent they are separately maintained from SPI. C. If there are other facts or information that you think could have an impact on the value of the Company or its equity that haven’t been identified in your responses to the previous items, please identify and provide them. DAVID J. MICLEAN (SBN 115098) dmiclean@micleangleason.com CARMEN M. AVILES (SBN 251993) caviles@micleangleason.com MICLEAN GLEASON LLP 411 Borel Avenue, Suite 310 San Mateo, CA 94402 Telephone: (650) 684-1181 Facsimile: (650) 684-1182 Attorneys for Defendant and Cross-Complainant Solomon Sha SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF SAN MATEO ll 12 SWEET PRODUCTION, INC., a California Case No. 18-CIV-03110 13 Corporation, 14 SOLOMON SHA’S REQUESTS FOR Plaintiff, PRODUCTION OF DOCUMENTS TO 15 SWEET PRODUCTION, INC. (SET ONE) Vv. 16 SOLOMON SHA, an individual; and DOES 1 Complaint Filed: June 18, 2018 17 to 10, inclusive, Trial Date: 18 Defendants. 19 20 SOLOMON SHA, 21 Cross-Complainant, 22 Vv. 23 SWEET PRODUCTION, INC., a California 24 corporation; SWEET EXPRESS; MING CHIN; DOREEN CHIN; and DOES 1 through 10, 25 inclusive, 26 Cross-Defendants. 27 28 REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 PROPOUNDING PARTIES: SOLOMON SHA RESPONDING PARTY: SWEET PRODUCTION, INC. SET NUMBER: ONE TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: Defendant and Cross-Complainant Solomon Sha (“Defendant,” “Mr. Sha,” or “Propounding Party”) hereby requests pursuant to California Code of Civil Procedure section 2031.260, et seq., that Plaintiff and Cross-Defendant Sweet Production, Inc. (“Plaintiff,” “Sweet Production,” or “Responding Party”) respond to the following Requests for Production of Documents in writing and under oath, and serve a copy on Mr. Sha and his attorneys at Miclean 10 Gleason LLP, 411 Borel Avenue, Suite 310, San Mateo, CA 94402 within thirty days from the 11 date these requests were served. 12 DEFINITIONS 13 1 “REFER TO,” “REFERRING TO,” “REGARDING,” and “RELATING TO,” 14 shall mean consisting of, pertaining to, mentioning, commenting on, connected with, discussing, 15 describing, identifying, analyzing, explaining, showing, reflecting, dealing with, comprising, 16 containing, resulting from, or regarding a particular subject in whole or in part, either directly or 17 indirectly. 18 2. “CONCERNING?” shall mean analyzing, addressing, consisting of, constituting, 19 regarding, referring to, pertaining to, refuting, discussing, describing, evidencing, memorializing, 20 reflecting, commenting on, or otherwise having any logical or factual connection to the subject 21 matter of the request. 22 3 “COMMUNICATION?” shall mean the transmission of information by any 23 means, including but not limited by text messages, phone, email, and in written correspondence. 24 4 “DOCUMENTS” or “WRITING” are defined as in Evidence Code Section 250 25 and these words refer to all such materials, however produced or reproduced, in your actual or 26 constructive possession, custody, care or control; and includes, but is not limited to, originals, 27 copies, nonidentical copies, and preliminary, intermediate, and final drafts of all WRITINGS. 28 Evidence Code Section 250 provides: “[w]riting means handwriting, typewriting, printing, 1 REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 A photostating, photographing, and every other means of recording upon any tangible thing, any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof.” A reference herein to any one or more of these types of WRITINGS shall be construed to include all other types of WRITINGS without limitation, including but not limited to, text messages, emails, Facebook postings and messages, Twitter postings, video, instant messages, records and memoranda to file, any written letter, memorandum, or other document which was sent by one or more individuals and/or entities to another or others. Please note that if a particular “WRITING” exists in more than one form, each different form is an “original” within the meaning intended by this demand. Also, if additional copies 10 exist of original “WRITINGS,” which copies are no longer identical to the initial original 11 (whether because of other markings or modifications of any kind), each such non-identical copy 12 is to be construed as a separate “original writing” subject to identification and production by you 13 pursuant to this demand. 14 5 “INCLUDING?” shall mean “including but not limited to.” 15 6. “PERSON” or “PERSONS?” shall mean a natural person, firm, association, 16 corporation, partnership, business, trust, or any other form of legal entity. 17 7 “EMPLOYEE(S)” shall mean any director, trustee, officer, employee, partner, 18 corporate parent, subsidiary, affiliate or servant of the designated entity, whether active or 19 retired, full-time or part-time, current or former, and compensated or not. 20 8 “YOU,” “YOUR,” or “SWEET PRODUCTION” shall mean Plaintiff and Cross- 21 Defendant Sweet Production, Inc., and anyone acting on its behalf, including, but not limited to, 22 employees, affiliates, related companies, agents, and contractors of SWEET PRODUCTION. 23 9 “SHA” shall mean Defendant and Cross-Complainant Solomon Sha. 24 10. “SWEET EXPRESS” shall mean Cross-Defendant Sweet Express, and anyone 25 acting on its behalf, including, but not limited to, employees, affiliates, related companies, 26 agents, and contractors of SWEET EXPRESS. 27 ll. “MING CHIN” shall mean Cross-Defendant Ming Chin, also known as Terry 28 Chin, and anyone acting on his behalf. REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 12. “DOREEN CHIN” shall mean Cross-Defendant Doreen Chin, and anyone acting on her behalf. 13. “And,” “or” and “and/or” shall be construed disjunctively or conjunctively, as necessary, to bring within the scope of any request for production and inspection of documents and things which may otherwise be construed to be outside the scope thereof. 14, Any word written in the present tense herein shall be construed as written in the past tense, or vice versa, as necessary, to facilitate the response to any request for production and inspection of documents and things. 15, The singular shall include the plural and the plural shall include the singular. 10 11 REQUESTS FOR PRODUCTION 12 1 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in 13 paragraph 9 of the Complaint that SHA “conspire[ed] with subordinates to falsify employee time 14 records.” 15 2. All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in 16 paragraph 9 of the Complaint that SHA “fail[ed] to report the falsified employee time records to 17 SPI.” 18 3 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in 19 paragraph 9 of the Complaint that SHA “conceal[ed] the falsified employee time records from 20 SPL” 21 4. All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in 22 paragraph 9 of the Complaint that SHA “receiv[ed] cash proceeds from the falsified employee 23 time records for his own benefit.” 24 5 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in 25 paragraph 10 of the Complaint that YOU became aware of SHA’s alleged scheme in and around 26 late April 2016. 27 28 REQUESTS FOR PRODUCTION CASE No. 18-CIV-03110 6 All DOCUMENTS and COMMUNICATIONS REGARDING the alleged scheme that was provided to YOU from “the employee who assisted Sha in carrying out” the scheme as alleged in paragraph 11 of the Complaint. 7 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in paragraph 12 that “other events occurred that lent credibility to the allegations against [SHA].” 8 All DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in paragraph 13 of the Complaint that “Sha became upset with the company around January 2016.” 9. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in paragraph 14 of the Complaint that “the departments responsible for distributing SPI’s goods 10 being chronically understaffed.” 11 10. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in 12 paragraph 14 of the Complaint that “deadlines for early-morning customer deliveries [were] 13 repeatedly missed.” 14 ll. Ali DOCUMENTS and COMMUNICATIONS supporting YOUR allegation in 15 paragraph 15 of the Complaint that SWEET PRODUCTION was “losing the amounts paid in 16 wages because of falsified employee time records for wages that were not actually earned.” 17 12. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in 18 paragraph 15 of the Complaint that SWEET PRODUCTION was “losing the amounts paid in 19 payroll taxes and other liabilities because of falsified employee time records for wages that were 20 not actually earned.” 21 13. All DOCUMENTS and COMMUNICATION supporting YOUR allegation in 22 paragraph 15 of the Complaint that SWEET PRODUCTION was “losing prospective income 23 from customers who scaled back or ceased doing business with SPI because of untimely 24 deliveries.” 25 14. All DOCUMENTS and COMMUNICATIONS containing any statements made 26 to YOU by anyone with personal knowledge of the facts at issue in this case. 27 28 REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 15. ALL COMMUNICATIONS between YOU and SHA in the past five years, including letters, emails, text messages, and any other written or electronic COMMUNICATIONS. 16. Any contract or agreement between YOU and Fountain Café in Oakland since 2008. 17. All DOCUMENTS and COMMUNICATIONS between YOU and Fountain Café in Oakland RELATED to scaling back or ceasing to do business with YOU since 2008. 18. Any contract or agreement between YOU and Grand Hyatt San Francisco since 2008. 10 19. All DOCUMENTS and COMMUNICATIONS between YOU and Grand Hyatt 11 San Francisco RELATED TO scaling back or ceasing to do business with YOU since 2008. 12 20. Any contract or agreement between YOU and Courtyard by Marriott San 13 Francisco Downtown since 2008. 14 21. All DOCUMENTS and COMMUNICATIONS between YOU and Courtyard by 15 Marriott San Francisco Downtown RELATED TO sealing back or ceasing to do business with 16 YOU since 2008. 17 22. Any contract or agreement between YOU and the Holiday Inn San Jose since 18 2008. 19 23. All DOCUMENTS and COMMUNICATIONS between YOU and the Holiday 20 Inn San Jose RELATED TO scaling back or ceasing to do business with YOU since 2008. 21 24. Any contract or agreement between YOU and Team San Jose at the San Jose 22 Convention Center and Visitors Bureau since 2008. 23 25. All DOCUMENTS and COMMUNICATIONS between YOU and Team San Jose 24 at the San Jose Convention Center and Visitors Bureau RELATED TO scaling back or ceasing to 25 do business with YOU since 2008. 26 26. All DOCUMENTS which RELATE TO, REFER TO, or evidence any and all 27 civil actions, adversary proceedings, arbitrations, or administrative proceedings that have been 28 filed against YOU at any time in the past five years for any alleged misconduct. 5 REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 27. ‘YOUR entire personnel or similar file RELATED TO SHA. 28. All federal and state complete corporate tax returns (and all accompanying schedules, attachments, documents and k-1s), SWEET PRODUCTION has filed for tax years 2008 to the present. 29. All official corporate records of SWEET PRODUCTION including but not limited to: (i) bylaws; (ii) articles of incorporation; (iii) meeting minutes; (iv) agendas; (v) summaries; (vi) organizational charts; (vii) lists of shareholders. 30. All DOCUMENTS sufficient to IDENTIFY each PERSON having an interest (whether equity, security, debt, or other legal interest) in SWEET PRODUCTION and the value 10 of such interest. 11 31. All DOCUMENTS AND COMMUNICATIONS RELATED TO YOUR 12 investigation into SHA’s alleged misdeeds. 13 32. All DOCUMENTS RELATED TO company policy and/or employment 14 handbook on employee time records. 15 33. All DOCUMENTS and COMMUNICATIONS RELATED TO the termination of 16 the employee by SHA as alleged in paragraph 11. 17 34. All DOCUMENTS and COMMUNICATIONS RELATED to SHA’s ownership 18 interest in SWEET PRODUCTION from 2008 to the present. 19 35. A complete copy of the Sage accounting system data (or any other accounting 20 system SWEET PRODUCTION uses), INCLUDING all detail and supporting documentation for 21 all journal entries, schedules, spreadsheets, and summaries utilized outside of the accounting 22 system to track, organize, summarize, calculate any revenue, expense, liability, asset, or equity 23 amounts. 24 36. All monthly statements for each bank account, investment account or other type 25 of financial account, INCLUDING but not limited to Bank of America accounts, East West Bank 26 accounts and other accounts, INCLUDING but not limited to, monthly, annual, and any other 27 time period bank statements, cancelled checks, withdrawal slips, deposit slips, bank 28 REQUESTS FOR PRODUCTION CASENO. 18-CIV-03110 reconciliations, and wire transfer advices (other documents showing all incoming and outgoing wire transfers) from 2008 to the present. 37. All bank statements for personal bank accounts held by DOREEN CHIN and MING CHIN, INCLUDING but not limited to monthly, annual, and any other time period bank statements, cancelled checks, withdrawal clips, deposit slips, bank reconciliation, and all wire transfer advices (or other DOCUMENTS showing all incoming and outgoing wire transfers) from 2008 to the present. 38. All loans, lines (or other liability) DOCUMENTS INCLUDING all relevant terms such as loan or line amount, date of loan, interest rate, term/payback period, amortization table, 10 lender name/location, all payments made for principal and interest, and all advances made from 11 2008 to the present. 12 39, All DOCUMENTS showing personal payment of business expenses from 2008 to 13 the present. 14 40. All DOCUMENTS showing company payment of personal expenses from 2008 IS to the present. 16 4l. All Your loan applications from 2008 to the present. 17 42. All Your insurance applications from 2007 to the present 18 43. All business tax returns, INCLUDING all supporting statements, schedules, and 19 summaries from 2008 to the present. 20 44 All tax returns for DOREEN CHIN and MING CHIN, INCLUDING all 21 supporting statements, schedules, and summaries from 2008 to the present. 22 45. All credit card monthly statements and payments for any cards or credit lines paid 23 by SWEET PRODUCTION, INCLUDING all credit cards used exclusively, or in part, for the 24 businesses, INCLUDING personal credit cards, and receipts or invoices that initiate each credit 25 card charge. 26 46. All Your monthly, quarterly and annual detailed financial statements showing 27 every account utilized by the businesses, INCLUDING but not limited to profit and loss reports, 28 balance sheets, operating statements, and cash flow statements from 2008 to the present. 7 REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 47. All invoices, or other type of demand for payments, for any expense greater than $1,000 from 2008 to the present. 48. All 1099’s issued by the business INCLUDING proof of payment, including names.and all contact information for each 1099 recipient from 2008 to the present. 49. All contracts or agreements with any vendor, supplier, consultant, assistant, or any other type of company or individual from 2008 to the present. 50. All DOCUMENTS showing ownership interests in SWEET PRODUCTION, SWEET EXPRESS, or any other business from 2008 to the present. Si. All board of director meeting minutes, INCLUDING all reports and attachments 10 from 2008 to the present. ll 52. All employee/owner/partner/director or other expense reimbursement requests 12 with all relevant receipts from 2008 to the present. 13 53. All payroll records showing all compensation paid to DOREEN CHIN, MING 14 CHIN, and all other employees at SWEET PRODUCTION, SWEET EXPRESS, and any other 15 related entity from 2008 to the present. 16 54, All DOCUMENTS RELATED TO all distributions to owners/partners/directors 17 or others from 2008 to the present. 18 55. All employee bonuses and DOCUMENTS and COMMUNICATIONS showing 19 how each bonus amount was calculated from 2008 to the present. 20 56. All COMMUNICATIONS between DOREEN CIN, MING CHIN, and Chen Lai 21 from 2008 to the present. 22 57. All DOCUMENTS and COMMUNICATIONS RELATED TO lowering SHA’s 23 ownership in SWEET PRODUCTION, INCLUDING but not limited to email 24 COMMUNICATIONS and text messages. 25 58. All DOCUMENTS and COMMUNICATIONS that support any of YOUR 26 responses to the Form Interrogatories. 27 59. All DOCUMENTS and COMMUNICATIONS that support any of YOUR 28 responses to the Special Interrogatories. REQUESTS FOR PRODUCTION CASE No. 18-CTV-03110 ro a ~2 60. All DOCUMENTS on which YOU intend to rely at trial. 61. All DOCUMENTS regarding the formation and ownership of Sweet Express. 62. All YOUR policies of insurance, including declaration pages, for D&O, E&O or casualty insurance from 2008 to the present. 63. All DOCUMENTS and COMMUNICATIONS to SHA from YOU, DOREEN CHIN, MING CHIN, or any other person connected with or affiliated to YOU, regarding the alleged malfeasance of SHA alleged in the compliant DATED: July 27, 2018 Respectfully submitted, 10 MICLEAN GLEASON LLP ve gle 1 12 13 D: avid J. Miclean Carmen M. Aviles 14 Attorneys for Defendant and Cross-Complainant Solomon Sha 15 16 17 18 19 20 21 22 23 24 25 26 27 28 REQUESTS FOR PRODUCTION CASE NO. 18-CIV-03110 EXHIBIT 27 Douglas Collins From: Andrew M. Agtagma, Esq. Sent: Wednesday, June 26, 2019 3:57 PM To: David Miclean Ce: Douglas Collins; Danielle Mihalkanin Subject: RE: SPI Valuation Analysis Information Request Mr. Miclean, I'm writing regarding Sweet Production's response to your document requests. SPI is amenable to providing the documents requested in your attachment, "SP/ Valuation Analysis Information Request," to the extent they're within its possession, custody or control. It is also agreeable to the 6-year time frame requested. Its willingness to provide the requested documents, however, is contingent on Sha agreeing to the following: 1) In exchange for SPI dismissing its complaint against Sha with prejudice, Sha must also stipulate to set aside the entries of default taken against SPI, Doreen Chin, and Terry Chin, and dismiss the amended cross-complaint against those parties with prejudice. (I don't speak for Sweet Express.) 2) Any agreement regarding the purchase of Sha's shares in SP! must include non-disclosure, non-disparagement, and non-solicitation clauses, with suitable monetary and injunctive remedies for breach, including attorneys' fees for the prevailing party and liquidated damages. 3) Sha must agree to a protective order allowing any documents disclosed to be.seen only by his attorneys and their agents for the purpose of assessing the value of SPI and his shares, with suitable monetary and injunctive remedies for breach, including attorneys' fees for the prevailing party and liquidated damages. 4) SPI asks that you identify at least three experts to assess the value of the company for purposes of selling Sha's shares--other than any experts you are already consulting with, or have retained to testify in this case. SPI is willing to select one of these experts to assess the value of the company. SPI will agree to accept the selected expert's assessment of the company's value as a basis for purchasing Sha's shares, and expects Sha to do the same. SPI is willing to split the expenses of retaining such expert 50/50. However, SPI reserves the right to propose at least three additional experts if it feels that none of those proposed by you is acceptable. If the alternatives proposed by SPI are similarly unacceptable to you and your client, each party will be able strike two of the other party's choices. (If a party has offered more than three choices, that party will identify its top three experts and withdraw the rest.) We will then flip a coin (or use some other method to randomly select between alternatives) to determine which of the remaining two experts will be retained to assess the company's value. 5) SPI would like to modify the 45-day deadline to produce documents, agreed upon in the June 5, 2019 stipulation. It proposes that the deadline commence on the day that the parties enter into the protective order mentioned above, and that the documents be due 30 days thereafter. 6) SPI agrees that it will work with you to assure that the above-referenced protective order will be entered into within a reasonable time, including agreeing to a specific timetable for when a draft of the protective order will be provided, revisions submitted, etc. In light of the foregoing,