FILED
`10/5/2022 4:58 PM
`FELICIA PITRE
`DISTRICT CLERK
`DALLAS CO., TEXAS
`Treva Parker-Ayodele DEPUTY
`
`IN THE DISTRICT COURT
`
`192ND JUDICIAL DISTRICT
`
`DALLAS COUNTY, TEXAS
`
`NO. DC-20-03275
`
`JAY KALI SON,
`
`INC.,
`
`Plaintiff,
`
`Vv.
`
`BIJAYA HUMAGAIN,
`
`Defendant.
`
`BIJAYA HUMAGAIN, Individually
`and derivatively on behalf of
`JAY KALI SON,
`INC.,
`
`Counter-plaintiff,
`
`Vv.
`
`JAY KALI SON,
`
`INC.
`
`Counter-defendant,
`
`PRAJJWOL ACHARYA,
`
`Third Party Counter-
`defendant.
`
`eeeeeeeeeeeeeeeeeeteeeeeeeeeeeteeee
`
`OPPOSITION AND RESPONSE BY JAY KALI
`
`ACHARYA TO BIJAYA HUMAGAIN’S MO
`
`INC. AND PRAJJWOL
`SON,
`TION TO ADD PARTIES
`
`TO THE HONORABLE COURT:
`
`NOW COME Plaintiff and Counter-de
`
`fendant Jay Kali Son,
`
`Inc.
`
`(“Jay Kali”)
`
`
`and Third-Party Counter-Defendant Prajjwol Acharya
`
`(“Acharya”)
`
`and
`
`as
`
`their Opposition and Response
`
`to Bijaya
`
`Humagain’s
`
`(“Humagain”) Motion to add a party will
`
`show the
`
`Court
`
`the following:
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 1 of 7
`
`

`

`I.
`
`Introduction.
`
`The Court should deny Humagain’s effort
`
`to add parties in
`
`support
`
`of non-existent derivative
`
`claims.
`
`Humagain
`
`lacks
`
`standing to maintain the purported derivative claims
`
`that he
`
`already asserted in this matter,
`
`
`the basis of which is his
`
`unfounded argument
`
`that he is a Jay Kali shareholder.
`
`Humagain
`
`never paid consideration for Jay Kali shares, as is required by
`
`the company’s bylaws.
`
`Thus, he is not a Jay Kali shareholder
`
`
`
`and
`
`therefore
`
`lacks
`
`the
`
`fundamental
`
`requirement
`
`to
`
`assert
`
`derivative claims that he asserted previously and now seeks
`
`to
`
`expand upon by the addition of parties.
`
`Moreover,
`
`the basis on which Humagain seeks
`
`to add Ryder
`
`
`
`Retail,
`
`Inc.
`
`and Bijaya Shreshta is firmly false.
`
`ee Exhibit
`
`B.
`
`Humagain’s claim that
`
`Jay Kali
`
`transferred operations
`
`to
`
`Ryder Retail,
`
`
`Inc.
`
`is
`
`founded
`
`on
`
`the
`
`September
`
`6,
`
`2022
`
`deposition
`
`of
`
`Jay Kali
`
`
`shareholder Bijay Shrestha,
`
`whose
`
`testimony was not sought or provided in the capacity of
`
`a Jay
`
`Kali corporate representative.
`
`Jay Kali and Acharya recently moved for no-evidence summary
`
`judgment against Humagain because doing so would immediately
`
`reveal Humagain lacks
`
`standing to sue or maintain derivative
`
`claims
`
`that he has asserted.
`
`See Tex. Business Organizations
`
`Code § 21.552 (“.. a shareholder may not institute or maintain a
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 2 of 7
`
`

`

`derivative proceeding unless:
`
`(1)
`
`the shareholder:
`
`(A) was
`
`a
`
`shareholder
`
`of
`
`the
`
`corporation at
`
`the
`
`time
`
`of
`
`the
`
`act
`
`or
`
`omission complained of;...”). Attempting to delay his inability
`
`to show the Court
`
`that he has
`
`standing, Humagain
`
`sought
`
`to
`
`continue
`
`Jay Kali’s
`
`and Acharya’s
`
`summary
`
`judgment Motion
`
`claiming a need for more discovery.
`
`While Humagain is, and has been for quite a while, aware of
`
`questions about his standing, he failed to mention the issue in
`
`his 107-page filing requesting the Court
`
`to allow him to burden
`
`Jay Kali and Acharya and now Bijay Shrestha and Ryder Retail,
`
` Inc. with the expense of more counterclaims and more parties.
`
` Because Humagain
`
`is
`
`not
`
`and
`
`never was
`
`a
`
`Jay Kali
`
`shareholder,
`
`the Court
`
`should deny his motion to add Ryder
`
`Retail or Bijay Shrestha.
`
`II. Material Facts.
`
`A.
`
`Jay Kali and Son,
`
`Inc.
`
`is a Texas Corporation founded
`
`in 2017.
`
`See Exhibit A.
`
`
`
`
`
`
`
`B. by#AcharyaJay Kali’s shares are held (50%)
`
`
`
`
`
`
`
`(“Acharya”), Bijay Shrestha
`
`(“Shrestha”)
`
`(20%)
`
`and
`
`Ramesh
`
`Sapkota
`
`(30%).
`
`See Affidavit
`
`of Acharya
`
`attached and marked Exhibit B.
`
`Cc.
`
`Acharya
`
`is
`
`Jay Kali’s President
`
`and is
`
`the person
`
`solely responsible
`
`for
`
`governing
`
`the
`
`corporation,
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 3 of 7
`
`

`

`authorizing transactions,
`
`and deciding whether
`
`and
`
`
`when to distribute dividends. Id.
`
`
`D.
`
`
`Jay Kali’s By-laws expressly require consideration to
`
`be paid to the company for shares before issuance:
`
`ARTICLE6 . ISSUANCE AND TRANSFER OF SHARES
`
`kkKKK
`
`Certificates for Fully Paid Shares
`
`6.02. Neither shares nor certificates representing shares may be issued by the corporation until
`the full amount of the consideration has been paid. When the consideration has been paid to the
`corporation, the shares will be deemed to have been issued and the certificate representing the
`shares will be issued to the shareholder.
`
`Consideration for Shares
`
`6.03. The consideration paid for the issuance of shares may consist of any tangible or intangible
`benefit to the corporation or other property of any kind or nature, including cash, promissory notes,
`services performed, contracts for services to be performed, other securities of the corporation, or
`securities of any other corporation, domestic or foreign, or other entity.
`
`See copy of Jay Kali Bylaws attached and marked Exhibit C.
`
`
`
`
`E.
`Discovery in this case disclosed that while Humagain
`
`
`
`is recognized in some
`
`signed writings as
`
`a
`
`Jay Kali
`
`shareholder, Humagain never paid the
`
`consideration
`
`required by Jay Kali’s By-laws
`
`to become
`
`a
`
`Jay Kali
`
`shareholder.
`
`F.
`
`Humagain, who
`
`owns
`
`a competing business venture,
`
`is
`
`not and never was a Jay Kali shareholder.
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 4 of 7
`
`

`

`III. Points and Authority.
`
`The Court should refrain from forcing Jay Kali and Acharya
`
`
`
`and now Ryder Retail
`
`
`and Bijay Shrestha to incur
`
`the further
`
`burden and expense of continuing to address Humagain’s purported
`
`derivative suit because Humagain’s
`
`is not and has never been a
`
`Jay Kali shareholder.
`
`See Tex. Business Organizations Code
`
`§
`
`21.552
`
`(“..
`
`a
`
`shareholder may not
`
`institute or maintain a
`
`derivative proceeding unless:
`
`(1)
`
`the shareholder:
`
`(A) was
`
`a
`
`shareholder
`
`of
`
`the
`
`corporation at
`
`the
`
`time
`
`of
`
`the
`
`act
`
`or
`
`omission complained of;..”).
`
`Humagain never paid consideration for
`
`shares
`
`to become
`
`a
`
`Jay Kali shareholder.
`
`The present effort
`
`to add parties
`
`is based on
`
`a
`
`false
`
`premise
`
`and
`
`invalid derivative
`
`claims.
`
`The Court
`
`should,
`
`therefore,
`
`enter
`
`an order
`
`sustaining objections
`
`Jay Kali
`
`and
`
`
`Acharya made to the addition of Ryder Retail and Bijay Shrestha.
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 5 of 7
`
`

`

`Respectfully submitted,
`
`ROQUEMORE SKIERSKI PLLC
`13155 Noel Rd., Suite 900
`Dallas, TX 75240
`972.325.6591 Ext. 106
`Email:
`lynette@roqski.com
`
`
`
`/s/ EB. Lynette Stone
`
`Kelvin Roquemore
`(Tx. Bar No.
`24002867)
`E. Lynette Stone
`(Tx. Bar No. 24057683)
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 6 of 7
`
`

`

`JAY KALI SON,
`
`INC.,
`
`Plaintiff,
`
`Vv.
`
`BIJAYA HUMAGAIN,
`
`Defendant.
`
`NO. DC-20-03275
`
`eeeeeeeeeeteeee
`
`IN THE DISTRICT COURT
`
`192ND JUDICIAL DISTRICT
`
`DALLAS COUNTY, TEXAS
`
`Proof of Service
`
`her
`stead with
`her
`in
`someone
`or
`undersigned,
`The
`2022 along with a
`served this Proof on October 5,
`authority,
`copy of
`the appended Opposition and Response by Jay Kali Son,
`Inc.
`and Prajjwol Acharya to Bijaya Humagain’s Motion to Add
`Parties:
`
`
`
`E-Served
`
`
`Blake Edwards
`blake@mylawteam.com
`Robert J. Wood, Jr.
`robert@mylawteam.com
`
`ROQUEMORE SKIERSKI PLLC
`13155 Noel Rd., Suite 900
`Dallas, TX 75240
`972.325.6591 Ext. 106
`Email:
`lynette@rogski.com
`
`
`
`
`
`/s/ EB. Lynette Stone
`
`E. Lynette Stone (TBN 24057683)
`
`INC. AND PRAJJWOL
`OPPOSITION AND RESPONSE BY JAY KALI SON,
`ACHARYA TO BIJAYA HUMAGAIN’S MOTION TO ADD PARTIES
`
`Page 7 of 7
`
`

`

`EXHIBIT A
`
`
`
`Office of the Secretary of State
`:
`:
`Peeteton
`WU. BOX
`Austin, Texas 78711-3697
`(Form 503)
`
`pied in the oace ormme
`ecretary of
`State of
`Texas
`Filing #; 804326760 12/1/2021
`Document #: 1098315580002
`Image Generated Electronically
`for Web Filing
`
`ASSUMED NAME CERTIFICATE
`FOR FILING WITH THE SECRETARYOF STATE
`
`1. The assumed name under which the business or professional service is or is to be conducted or
`rendered is:
`ABC SMOKE
`
`2. The nameofthe entity as stated in its certificate of formation, application for registration, or
`comparable documentis:
`RYDER RETAIL INC
`
`3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized.
`or associated is TEXAS
`
`4. The period, not to exceed 10 years, during which the assumed namewill be used is: 10
`year(s)
`
`5. The entity is a: Domestic For-Profit Corporation
`
`6. The entity's principal office addressis:
`1186 W WASHINGTON STREET SUITE B, STEPHENVILLE, TX, USA 76401
`
`7. The county or counties where business or professional services are being or are to be conducted
`or rendered under such assumed nameare:
`ALL COUNTIES
`
`8. The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the
`entity has duly authorized the attorney-in-fact in writing to execute this document. The undersigned
`signs this document subject to the penalties imposed by law for the submission of a materially false
`of fraudulent instrument.
`
`RYDER RETAIL INC
`
`Nameofthe entity
`
`By: PRAJJWOL ACHARYA
`
`HUMAGAIN_000312
`
`

`

`Signature of officer, general partner, manager,
`representative or attorney-in-fact of the entity
`
`FILING OFFICE COPY
`
`EXHIBIT A
`
`HUMAGAIN_000313
`
`

`

` Form 201
`Secretary of State
`P.O. Box 13697
`rQ.
`Austin, TX 78711-3697
`FAX. 512/463-5709
`Filing Fee: $300
`
`
`
`ef
`ae
`
`Certificate of Formation
`For-Profit Corporation
`Article 1 - Entity Name and Type
`The filing entity being formedis a for-profit corporation. The name ofthe entityis:
`
`
`RYDER RETAILINC
`
`EXHIBIT A
`
`Filed in the Office of the
`Secretary of State of Texas
`_ Filing #: 804326760 11/27/2021
`Document #: 1097292700002
`_ Image Generated Electronically
`|
`for Web Filing
`
`|
`
`The name must contain the word "corporation," "company," "incorporated," "limited," or an abbreviation of one of these terms. The name must not
`‘be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with
`the secretary of state. A preliminary check for "name availability" is recommended.
`:
`Article 2- Registered Agent and Registered Office
`raTheinitialregisteredagent.isanorganization(cannotbe‘corporationnamedabove) bythenameof:
`
`OR
`I¥B. Theinitial registeredagentis an individual residentof thestate whosenameis setforth below:
`Name:
`PRAJJWOL ACHARYA
`
`C. The business address of the registered agent and the registered office addressis:
`Street Address:
`2800 BRAZOS BLVD APT 14101
`
`EULESS TX 76039
`
`Consentof Registered Agent
`TA. A copy of the consent ofregistered agent is attached.
`OR
`Il¥ B. The consentof the registered agent is maintained bythe entity.
`Article 3 - Directors
`
`The number of directors constituting the initial board of directors and the names and addresses of the person or
`persons who are to serveasdirectors until the first annual meeting of shareholders or until their successors are
`elected and qualified are set forth below:
`Director 1: PRAJJWOL ACHARYA
`
`Address: 2800 BRAZOS BLVD APT 14101
`Director 2: BIJAY SHRESTHA
`
`EULESS TX, USA 76039
`
`Address: 1018 SPRING RIDGE CIRCLE # 210 GRANBURY TX, USA 76048
`Director 3: RAMESH
`SAPKOTA
`
`Address: 4007 STONEHAVEN DRIVE COLLEYVILLE TX, USA 76034
`
`The total number of shares the corporation is authorized to issue and the par value of each of such shares, or a
`statement that such shares are without par value, is set forth below.
`Number of Shares
`Par Value (must choose and complete either A or B)
`
`Class
`
`Series
`
`10000
`
`[”A. has a par value of $
`¥ B. without par value.
`
`If the shares are to be divided into classes, you must set forth the designation of each class, the numberof shares of each class, and the par value
`(or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The
`preferences, limitations, and relative rights of each class or series must be stated in space provided for supplemental information.
`
`HUMAGAIN_000314
`
`

`

`EXHIBIT A
`The purpose for which the corporation is organized is for the transaction of any andall lawful business for which
`corporations may be organized under the Texas Business Organizations Code.
`
`rereerETOPOTIC
`
`BIJAY SHRESTHA 20%
`PRAJJWOL ACHARYA 50%
`RAMESH SAPKOTA 30%
`fis attached addendum,ifany,is incorporated herein by reference.]
`|
`Effectiveness of Filing
`WA. This document becomeseffective when the documentisfiled by the secretary of state.
`OR
`TB. This document becomeseffective at a later date, which is not more than ninety (90) days from the dateofits
`signing. The delayedeffective dateis:
`
`The name and addressof the organizer is set forth below.
`PRAJJWOL ACHARYA
`2800 BRAZOS BLVD APT 14101 EULESS TX 76039
`
`Organizer
`
`The undersigned affirms that the person designated as registered agent has consented to the appointment. The
`undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or
`fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of
`law governing the entity to execute the filing instrument.
`
`PRAJJWOL ACHARYA
`
`Signature of organizer
`
`FILING OFFICE COPY
`
`HUMAGAIN_000315
`
`

`

`EXHIBIT B
`
`IN THE DISTRICT COURT
`
`192ND JUDICIAL DISTRICT
`
`DALLAS COUNTY, TEXAS
`
`NO. DC-20-03275
`
`JAY KALI SON,
`
`INC.,
`
`Plaintiff,
`
`Vv.
`
`BIJAYA HUMAGAIN,
`
`Defendant.
`
`BIJAYA HUMAGAIN, Individually
`and derivatively on behalf of
`JAY KALI SON,
`INC.,
`
`Counter-plaintiff,
`
`Vv.
`
`JAY KALI SON,
`
`INC.
`
`Counter-defendant,
`
`PRAJJWOL ACHARYA,
`
`Third Party Counter-
`defendant.
`
`eeeeeeeeeeeeeeeeeeeteeeeeeeeeeteeee
`
`AFFIDAVIT OF PRAJJWOL ACHARYA
`
`BEFORE MBE,
`
`the undersigned authority,
`
`personally appeared
`
`Prajjwol Acharya,
`
`who being duly sworn,
`
`deposed as follows:
`
`"My name is Prajjwol Acharya.
`
`
`
`[ am the majority shareholder
`
`and President of Jay Kali Son,
`
` Inc.
`
`I am over 18 years of age and
`
`of sound mind.
`
`I have personal knowledge of the facts alleged in
`
`the Opposition and Response to Summary Judgment
`
`for which this
`
`AFFIDAVIT OF PRAJJWOL ACHARYA
`
`1
`
`

`

`EXHIBIT B
`
`Affidavit
`
`is submitted in support.
`
`I
`
`swear
`
`that
`
`the following
`
`statements are true and correct.
`
`"Jay Kali Son,
`
`
`Inc.
`
`is a Texas corporation that operates a
`
`smoke shop located at 1186 W Washington St Ste B, Stephenville,
`
`Texas, doing business as ABC Smoke Shop.
`
`ABC Smoke Shop is a retail establishment that sells tobacco
`
`products and accessories to local customers. ABC Smoke Shop does
`
`
`not sell products online nor does ABC Smoke Shop ship products to
`
`any other state in the United States.
`
`ABC Smoke Shop is the only store operated by Jay Kali Son,
`
`
`Inc.
`
`
`
`serve as the President of Jay Kali.
`
`In March of 2019,
`
`60% of Jay Kali shares were transferred to
`
`
`
`me.
`
`The 20% remaining shares were owed by Bijay Man Shrestha 20%
`
`(hereinafter referred to as “Shrestha”).
`
` In the beginning of 2020, Acharya held 50% of Jay Kali’s
`
`shares, Shrestha 20% and Ramesh Sapkota (“Sapkota”) purchased 30%.
`
`This is the current breakdown of the shareholders.
`
`Bijaya Humagain is my cousin. Attached and marked 000089,
`
`000097,
`
`000117,
`
`000119
`
`are true and correct
`
`copies of bank
`
`statements for Jay Kali asset accounts which reflect unauthorized
`
`transfers that Humagain made from Jay Kali’s assets while Humagain
`
`worked for Jay Kali
`
`"
`
`AFFIDAVIT OF PRAJJWOL ACHARYA
`
`2
`
`

`

`EXHIBIT B
`
`
`site_CHASITY BOYD
`‘anarNumber786686
`"Becober 28,roe,20A}
`
`AFFIDAVIT OF PRAJJWQL ACHARYA
`
`3
`
`

`

`
`
`1.56
`500.00
`4,156.00
`
`6,422,40
`
`1.75
`1,811.43
`
`3.01
`3.07
`4,06
`56.28
`
`1.24
`123.16
`
`2.13
`86.94
`202.10
`
`Page: 3
`Statement Date: 11/30/2019
`Account:302
`
`
`
`eAccountTransactions
`
`DEBITS
`CREDITS
`Date Description
`
`
`
`11/20 AC-WEBFILE TAX PYMT-DD
`7,749.56
`
`
`11/20 disbursement
`3,000.00
`
`
`11/21 AC-ALTADIS USA-VENDOR PAY
`
`
`11/21 AC-BANKCARD-BTOT DEP
`11/21 AC-BANKCARD-BTOT DEP
`
`
`11/21 DEPOSIT
`11/21 AC-BANKCARD-DISCOUNT
`11/21 AC-BK OF AMER VISA-ONLINE PMT
`
`
`11/21 CKCD DEBIT 11/18
`WAREHOUSEG
`
`
`OODSLLO 877-2927660 FL
`
`
`11/21 CKCD DEBIT 11/18
`WAREHOUSEG
`OODSLLC 877-2927660 FL
`11/22 AC-BANKCARD-BTOT DEP
`
`
`11/22 AC-BANKCARD-BTOT DEP
`11/22 AC-BANKCARD-DISCOUNT
`
`
`MIDWEST
`11/22 CKCD DEBIT 11/21
`
`
`GOODS INC 630-912-2673 IL
`
`
`11/25 AC-BANKCARD-BTOT DEP
`
`11/25 AC-BANKCARD-BTOT DEP
`11/25 AC-BANKCARD-BTOT DEP
`11/25 AC-BANKCARD-BTOT DEP
`
`
`11/25 AC-BANKCARD-BTOT DEP
`
`
`11/25 DEPOSIT
`11/25 DEPOSIT
`
`
`11/25 DEPOSIT
`11/25 DEPOSIT
`
`
`11/25 DEPOSIT
`11/25 AC-BANKCARD-DISCOUNT
`
`
`11/25 AC-BANKCARD-DISCOUNT
`11/25 AC-BANKCARD-DISCOUNT
`ADT SECURI
`11/25 CKCD DEBIT 11/23
`
`
`TY*402782633 WwW.ADT.COM FL
`11/26 AC-BANKCARD-BTOT DEP
`
`
`
`11/26 AC-BANKCARD-BTOT DEP
`11/26 DEPOSIT
`
`
`11/26 AC-BANKCARD-DISCOUNT
`
`
`11/26 AC-US Insurance Fun- Payments
`11/27 AC-BANKCARD-BTOT DEP
`11/27 AC-BANKCARD-BTOT DEP
`
`
`11/27 AC-BANKCARD- DISCOUNT
`
`
`11/27 AC-DELUXE BUS SYS.-BUS PRODS
`11/27 AC-CenturyLink-SPEEDPAY
`11/29 AC-BANKCARD-BTOT DEP
`
`
`11/29 AC-BANKCARD-BTOT DEP
`
`
`11/29 AC-BANKCARD-BTOT DEP
`11/29 AC-BANKCARD-BTOT DEP
`2.31
`11/29 AC-BANKCARD-DISCOUNT
`
`
`3.08
`11/29 AC-BANKCARD-DISCOUNT
`
`
`500.00
`11/29 AC-BK OF AMER VISA-ONLINE PMT
`
`
`201.33
`11/29 CKCD DEBIT 11/27
`STATE FARM
`
`
` INSURANCE 800-956-6310 IL
`
`e CheckT
`ions
`Serial Date
`Amount
`Serial
`Date
`Amount
`
`
`
`
`
`
`
`
`
`1399 1400=11/1211/26 6,000.00 3.45768
`
`
`1,439.22
`1,500.22
`1,511.55
`2,028.76
`3,450.85
`950.00
`982.00
`1,160.00
`1,510.00
`3,000.00
`
`12.00
`784.30
`1,893.21
`2,061.00
`
`861.55
`1,489.32
`
`620.75
`1,284.35
`1,795.00
`
`1,045.61
`1,466.46
`
`1,155.38
`1,468.00
`1,847.53
`1,894.15
`
`
`
`Jay Kali Son Inc. 000089
`
`

`

`os bye
`
`DEBITS
`
`1.80
`1.93
`3.47
`423.25
`2,265.00
`1,100.00
`
`1.85
`2,902.72
`
`2.12
`3,740.13
`
`1.85
`6,893.46
`
`1.28
`2.05
`2.99
`626.24
`
`1,336.94
`
`1,832.94
`
`2,068.17
`
`2,079.36
`
`CREDITS
`969.00
`1,191.00
`1,197.00
`1,454.00
`
`925.99
`1,034.43
`
`1,046.10
`1,438.82
`1,352.00
`1,949.00
`13,905.55
`
`813.43
`1,339.24
`
`926.15
`1,278.30
`1,583.00
`2,020.00
`
`623.36
`741.44
`1,028.66
`1,476.91
`2,803.14
`
`489.12
`794.64
`
`Account:302
`Page: 3
`Statement. Date: 12/31/2019
`
`
`
`Account Transactions
`
`
`Date Description
`12/16 DEPOSIT
`
`12/16 DEPOSIT
`
`12/16 DEPOSIT
`
`12/16 DEPOSIT
`
`12/16 AC-BANKCARD-DISCOUNT
`
`
`12/16 AC -BANKCARD- DISCOUNT
`
`
`12/16 AC-BANKCARD-DISCOUNT
`
`12/16 AC-FORD MOTOR CR-FORDCREDIT
`
`12/16 AC-IRS-USATAXPYMT
`
`12/16 2 RENTS HAMILTON - MORT
`
`12/17 AC-BANKCARD-BTOT DEP
`
`12/17 AC-BANKCARD-BTOT DEP
`
`12/17 AC-BANKCARD - DISCOUNT
`
`12/17 CKCD DEBIT 12/16
`
`AK WHOLESALE BENSENVILLE IL
`12/18 AC-BANKCARD-BTOT DEP
`
`12/18 AC-BANKCARD-BTOT DEP
`
`12/18 DEPOSIT
`
`12/18 DEPOSIT
`
`12/18 DEPOSIT
`
`12/18 AC-BANKCARD-DISCOUNT
`MIDWEST
`12/18 CKCD DEBIT 12/17
`
`GOODS INC 630-912-2673 IL
`
`12/19 AC-BANKCARD-BTOT DEP
`
`12/19 AC-BANKCARD-BTOT DEP
`
`12/19 AC-BANKCARD-DISCOUNT
`
`12/20 AC-BANKCARD-BTOT DEP
`
`12/20 AC-BANKCARD-BTOT DEP
`
`12/20 DEPOSIT
`
`12/20 DEPOSIT
`
`12/20 AC-BANKCARD -DISCOUNT
`12/20 AC-WEBFILE TAX PYMT-DD
`
`12/23 AC-BANKCARD-BTOT DEP
`
`12/23 AC-BANKCARD-BTOT DEP
`
`12/23 AC-BANKCARD-BTOT DEP
`
`12/23 AC-BANKCARD-BTOT DEP
`
`12/23 AC-BANKCARD-BTOT DEP
`
`12/23 AC-BANKCARD -DISCOUNT
`
`
`12/23 AC-BANKCARD-DISCOUNT
`
`
`12/23 AC-BANKCARD - DISCOUNT
`
`
`12/23 CKCD DEBIT 12/22
`MIDWEST
`
`GOODS INC 630-912-2673 IL
`
`
`12/23 CKCD DEBIT 12/22
`MIDWEST
`
`GOODS INC 630-912-2673 IL
`
`12/23 CKCD DEBIT 12/22
`MIDWEST
`
`GOODS INC 630-912-2673 IL
`
`12/23 CKCD DEBIT 12/20
`MIDWEST
`
`GOODS INC 630-912-2673 IL
`
`12/23 CKCD DEBIT 12/20
`
`CALI KULTURE 855-9992254 GA
`12/24 AC-BANKCARD-BTOT DEP
`
`12/24 AC-BANKCARD-BTOT DEP
`
`12/24 AC-BANKCARD-DISCOUNT
`97
`
`270.35
`
`12/24 AC-Speedpay-DIRECT ENE
`3,000.00
`12/24 Payment
`- Distrbution
`
`56.28
`12/24 CKCD DEBIT 12/23 ADT SECURI
`
`084
`
`
`Jay Kali Son Inc.
`
`000097
`
`

`

`
`
`FEHR EE ORK EXCLUDE-Email
`12243 0.2000 EX 0.000 18 1 6897
`
`Statement Date
`02/29/2020
`
`JAY KALI SON INC
`|
`DBA ABC SMOKE SHOP
`
`STEPHENVILLETX76401-410|AccountNumber_STEPHENVILLE TX 76401-4105
`Account Number
`
`Page: 1
`
`CYCLE-005
`
`MPOWERED BUSINESS CK
`
`Enclosures
`
`35
`
`
`DEBITS
`
`29.78
`2.07
`2.15
`3.28
`1,885.01
`11,000.00
`
`378.86
`
`1,591.17
`
`56.00
`1.43
`
`1.65
`
`CREDITS
`1,039.99
`1,043.26
`1,586.16
`1,631.97
`3,274.10
`728.00
`
`1.00
`77.12
`714.06
`1,115.31
`1,392.00
`1,600.00
`
`40.50
`825.74
`832.68
`1,172.00
`
`Jay Kali Son Inc. 000117
`
`
`
`
`
`Beginning balance on February 01, 2020
`$
`9,302.33
`Total Deposits and Credits:
`79
`+
`91,855.69
`
`
`
`
`Total Checks and Debits:
`74
`-
`95,263.43
`
`
`SERVICE CHARGE FEE
`0
`
`
`Ending balance on February 29, 2020
`$
`5,894.59
`
`Numberof days in this statement period: 29
`
`e Account Transactions
`Date Description
`
`
`
`
`
`02/03 AC-BANKCARD-BTOT DEP
`02/03 AC-BANKCARD-BTOT DEP
`
`
`02/03 AC-BANKCARD-BTOT DEP
`
`
`02/03 AC-BANKCARD-BTOT DEP
`02/03 AC-BANKCARD-BTOT DEP
`02/03 DEPOSIT
`
`
`02/03 ACCOUNT ANALYSIS SERVICE CHRG
`
`
`02/03 AC -BANKCARD-DISCOUNT
`
`02/03 AC-BANKCARD - DISCOUNT
`02/03 AC-BANKCARD -DISCOUNT
`
`
`02/03 AC-BANKCARD-MTOT DISC
`02/03 XFER TO ACCT
`Ck-
`XXXXXXXXO653BIJAYA HUMAGAIN
`02/03 POS DEBIT
`02/01
`AMAZON.COM
`
`
`*K36W32VJ3 SEATTLE WA
`
`
`02/03 CKCD DEBIT 02/02
`MIDWEST
`GOODS INC 630-912-2673 IL
`02/04 AC-ITG BRANDS. LLC-VENDOR PAY
`
`
`02/04 AC-ALTADIS USA-VENDOR PAY
`
`
`02/04 AC-BANKCARD-BTOT DEP
`
`
`
`
`02/04 AC-BANKCARD-BTOT DEP
`02/04 DEPOSIT
`
`
`02/04 DEPOSIT
`02/04 OVERDRAFT ITEM CHARGE
`
`
`02/04 AC-BANKCARD-DISCOUNT
`
`02/05 AC-LIGGETT VECTOR-PAYMENT
`02/05 AC-BANKCARD-BTOT DEP
`02/05 AC-BANKCARD-BTOT DEP
`
`
`
`
`02/05 DEPOSIT
`02/05 AC-BANKCARD-DISCOUNT
`
`
`1,282.19
`02/06 AC-BANKCARD-BTOT DEP
`1,441.09
`02/06 AC-BANKCARD-BTOT DEP
`1,507.00
`02/06 DEPOSIT
`
`
`02/06 AC -BANKCARD-DISCOUNT
`
`
`NOTE:_See Reverse Side For Important Information
`
`
`
`
`
`

`

`DEBITS
`
`CREDITS
`3,599.80
`512.00
`1,218.00
`1,240.00
`1,557.00
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`1.30
`2.38
`2.88
`3.21
`423.25
`1,127.00
`2,255.78
`
`Page:3
`Account:302
`Statement Date: 02/29/2020
`
`® AccountTransactions
`Date Description
`
`
`
`02/18 AC-BANKCARD-BTOT DEP
`02/18 DEPOSIT
`
`
`02/18 DEPOSIT
`
`
`
`
`02/18 DEPOSIT
`02/18 DEPOSIT
`
`
`02/18 AC-BANKCARD-DISCOUNT
`02/18 AC-BANKCARD-DISCOUNT
`02/18 AC-BANKCARD-DISCOUNT
`02/18 AC-BANKCARD-DISCOUNT
`02/18 AC-FORD MOTOR CR-FORDCREDIT
`02/18 AC-IRS-USATAXPYMT
`02/18 CKCD DEBIT 02/14
`AK WHOLESALE BENSENVILLE IL
`02/19 AC-BANKCARD-BTOT DEP
`02/19 AC-BANKCARD-BTOT DEP
`02/19 DEPOSIT
`02/19 AC-BANKCARD- DISCOUNT
`02/19 30-percent Dist for Jan
`02/19 CKCD DEBIT 02/18
`HOOKAH WHOLESALERS AUSTIN TX
`02/20 AC-BANKCARD-BTOT DEP
`
`
`02/20 AC-BANKCARD-BTOT DEP
`02/20 to cover acct OD
`02/20 DEPOSIT
`
`
`02/20 DEPOSIT
`02/20 AC-BANKCARD-DISCOUNT
`
`
`02/20 AC-Speedpay-DIRECT ENE
`02/20 AC-WEBFILE TAX PYMT-DD
`
`
`02/21 AC-BANKCARD-BTOT DEP
`02/21 AC-BANKCARD-BTOT DEP
`
`
`02/21 AC-BANKCARD-DISCOUNT
`
`
`02/24 AC-BANKCARD-BTOT DEP
`
`02/24 AC-BANKCARD-BTOT DEP
`02/24 AC-BANIKCARD-BTOT DEP
`
`
`02/24 AC-BANKCARD-BTOT DEP
`02/24 AC-BANKCARD-BTOT DEP
`02/24 AC-BANKCARD-DISCOUNT
`02/24 AC-BANKCARD-DISCOUNT
`
`
`02/24 AC-BANKCARD-DISCOUNT
`02/24 CKCD DEBIT 02/23
`ADT SECURI
`
`
`TY*402782633 WHW.ADT.COM FL
`
`
`02/24 CKCD DEBIT 02/22
`MIDWEST
`
`
`GOODS INC 630-912-2673 IL
`
`
`02/25 AC-BANKCARD-BTOT DEP
`
`
`02/25 AC-BANKCARD-BTOT DEP
`02/25 AC-BANKCARD-DISCOUNT
`MIDWEST
`02/25 CKCD DEBIT 02/24
`
`
`GOODS INC 630-912-2673 IL
`
`
`02/25 CKCD DEBIT 02/24
`MIDWEST
`GOODS INC 630-912-2673 IL
`
`
`02/26 AC-BANKCARD-BTOT DEP
`02/26 AC-BANKCARD-BTOT DEP
`2,59
`02/26 AC-BANKCARD-DISCOUNT
`
`
`
`
`123.16
`02/26 AC-US Insurance Fun-Payments
`02/26 AC-CenturyLink-SPEEDPAY
`
`
`02/26 CKCD DEBIT 02/25
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`1.90
`9,000.00
`768.13
`
`1.29
`273.04
`7,930.23
`
`2.91
`
`2.00
`2.28
`2.39
`58.95
`
`1,353.28
`
`1.05
`2,039.25
`
`3,665.54
`
`902.00
`1,323.50
`768.13
`
`642.73
`1,061.78
`1,500.00
`550.00
`1,710.00
`
`1,077.49
`1,359.01
`
`947.42
`1,090.67
`1,141.04
`1,364.49
`3,929.05
`
`525,20
`1,034.27
`
`1,275.69
`1,319.98
`
`Jay Kali Son Inc. 000119
`
`

`

`EXHIBIT B
`
`IN THE DISTRICT COURT
`
`192ND JUDICIAL DISTRICT
`
`DALLAS COUNTY, TEXAS
`
`NO. DC-20-03275
`
`JAY KALI SON,
`
`INC.,
`
`Plaintiff,
`
`Vv.
`
`BIJAYA HUMAGAIN,
`
`Defendant.
`
`BIJAYA HUMAGAIN, Individually
`and derivatively on behalf of
`JAY KALI SON,
`INC.,
`
`Counter-plaintiff,
`
`v.
`
`JAY KALI SON,
`
`INC.
`
`Counter-defendant,
`
`PRAJJWOL ACHARYA,
`
`Third Party Counter-
`defendant.
`
`eeeeeeeeeeeeeeeTeeetSeeeetaeeeeeeeeeeeteeeeeeSeeeeeeeeeeeeee
`
`AFFIDAVIT OF PRAJJWOL ACHARYA
`
`BEFORE ME,
`
`the undersigned authority, personally appeared
`
`Prajjwol Acharya, who being duly sworn, deposed as follows:
`
`"My name is Prajjwol Acharya.
`
`I am‘the majority shareholder
`
`and President of Jay Kali Son, Inc.
`
`I am over 18 years of age and
`
`of sound mind.
`
`I have personal knowledge of the facts alleged in
`
`the Opposition and Response by Jay Kali Son,
`
`Inc. and Prajjwol
`
`AFFIDAVIT OF PRAJJWOL ACHARYA
`
`1
`
`

`

`EXHIBIT B
`
`Acharya to Bijaya Humagain’s Motion to Add Parties for which this
`
`Affidavit
`
`is submitted in support.
`
`I swear
`
`that
`
`the following
`
`Statements are true and correct.
`
`Attached and marked Exhibit
`
`1 is a true and ‘correct copy of
`
`correspondence that
`
`I
`
`received from LekhaTax,
`
`the vendor which
`
`provides for accounting services o
`
`and Ryder Retail, Inc."
`
`SUBSCRIBED AND SWORN TO
`py Pra 7wal Ci y4
`
`ys
`
`ae,‘4,
`4,
`SAM HENDERSON
`4,
`Gs,
`ee,Notary Public, State of Texas
`OnOK:2= Comm. Expires 07-12-2025
`*No
`vabtg,
`ae.
`ye asor
`Notary ID 133206902
`are
`
`vS
`
`
`
`
`as President of
`
`BEFORE ME on G (tober DT 202k e
`
`
`aa
`=k
`Notary Public, State of Texas
`
`AFFIDAVIT OF PRAJJWOL ACHARYA
`
`2
`
`

`

`LekhaTax
`
`EXHBIIT 1
`
`537 Houston Street, Coppell TX 75019
`Ph: 214-762-3157 Email-ms@lekhatax.com
`www.lekhatax.com
`
`September8, 2022
`
`To whom it may concern
`
`Ref: RYDER RETAIL INC EIN-XX-1129 & JAY KALI SON INC EIN XX-0839
`(DBA ABC SMOKE)
`
`This letter confirms that RYDER RETAIL INC and JAY KALI SON INCis operatingat the
`same location at 1186 W WASHINGTON STREET SUITE B, STEPHENVILLE TEXAS
`76401. Their owners/shareholders and DBA are the same. Both companiesare active and
`operating a business in Texas.
`
`Sincerely,
`
`Madhav Sharma
`LekhaTax LLC
`
`

`

`EXHIBIT C
`
`BYLAWSOF
`
`JAY KALI SON INC.
`
`ARTICLE | . OFFICES
`
`Registered Office
`
`1.01. The registered office of the corporation is set forth in the Certificate of Formation.
`
`Registered Agent
`
`1.02. The nameofthe registered agent of the corporation at its address is RABI BASNET.
`
`Principal Office
`
`1.03. The Board of Directors has full power and authority to change the principal office from
`one location to another by noting the changed addressandthe effective date.
`
`Other Offices
`
`1.04. The corporation may also have offices at other places, within or without the State of
`Texas, where the corporation is qualified to do business, that the Board of Directors may from time
`to time designate, or the business of the corporation may require.
`
`ARTICLE 2 . SHAREHOLDERS' MEETINGS
`
`Place of Meetings
`
`2.01. Meetings of shareholders will be held at any place within or without the State of Texas
`designated by the Board of Directors pursuant to the authority granted to the Board in these Bylaws,
`or by the written consent of all persons entitled to vote at shareholder meetings. In the absence of
`any designation, shareholders’ meetings will be held at the principal office of the corporation. Any
`meeting is valid wherever held if held by the written consentofall the personsentitled to vote at the
`meeting, given either before or after the meeting and filed with the Secretary of the corporation.
`
`Time of Annual Meeting; Business Transacted
`
`2.02. The annual meeting of shareholders will be held on the first Tuesday of January of each
`year. If this day falls on a legal holiday, the annual meeting will be held at the same time on the next
`following business day. At annual meetings, Directors will be elected, reports of the affairs of the
`
`Jay Kali Son Inc. 000929
`
`

`

`EXHIBIT C
`
`Treasurer or any Assistant Treasurer, or by any other officer or agent of the corporation to whom
`the Board of Directors, by resolution, has delegated that power, or by hand-stamped impression in
`the nameof the corporation.
`
`Signing of Instruments
`
`(3) All checks, drafts or other order for payment of money, notes or other evidences of
`indebtedness, issued in the name of or payable to the corporation, must be signed or endorsed by the
`person or persons and in the mannerthat is determined from time to time by resolution of the Board
`of Directors.
`
`ARTICLE6 . ISSUANCE AND TRANSFER OF SHARES
`
`Classes and Series of Shares
`
`6.01. The corporation may issue one or more classes or series of shares, or both, any of which
`classes or series may be with par value or without par value and with such designations,
`preferences, limitations, and relative rights, including voting rights, as are stated in the Articles of
`Incorporation or Certificate of Formation. All shares of the same class must be of the same par
`value or be without par value. Unless the shares of a class have been divided into series, all shares
`of the same class must be identical in all respects. If the shares of a class have been divided into
`series, shares of the same class may vary betweenseries, but all shares of the same series must be
`identical in all respects. Any such class or series must be so designated as to distinguish the shares
`of that class or series from the shares of all other classes and series. There must always bea class or
`series of shares outstanding that has complete voting rights except as limited or restricted by voting
`rights conferred on some other class or series of outstanding shares.
`
`Certificates for Fully Paid Shares
`
`6.02. Neither shares nor certificates representing shares may be issued by the corporation until
`the full amount of the consideration has been paid. When the consideration has been paid to the
`corporation, the shares will be deemed to have been issued and the certificate representing the
`shares will be issued to the shareholder.
`
`Consideration for Shares
`
`6.03. The consideration paid for the issuance of shares may consist of any tangible or intangible
`benefit to the corporation or other property of any kind or nature, including cash, promissory notes,
`services performed, contracts for services to be performed, other securities of the corporation, or
`securities of any other corporation, domestic or foreign, or other entity.
`
`Jay Kali Son Inc. 000953
`
`

`

`EXHIBIT C
`
`8.02. Notwithstanding the powers conferred on the Board of Directors by Paragraph 8.01,
`above,
`the shareholders may amend or repeal these Bylaws, or adopt new bylaws, unless the
`Articles of Incorporation or Certificate of Formation or a bylaw adopted by the shareholders
`provides otherwise as to all or some portion of the Bylaws.
`
`Adopted by the Board of Directors on this the September 20, 2017.
`
`
`
`RABI BASNET
`Sole Director and Shareholder
`
`Jay Kali Son Inc. 000960
`
`

`

`Automated Certificate of eService
`This automated certificate of service was created bythe efiling system. The filer served this
`document via email generated by the efiling system on the date and to the personslisted below.
`The rules governing certificates of service have not changed. Filers muststill provide a certificate
`of service that complies with all applicable rules.
`
`Kelvin Roquemore on behalf of Kelvin Roquemore
`Bar No. 24002867
`fillngs@roqski.com
`Envelope ID: 68936806
`Status as of 10/6/2022 9:21 AM CST
`
`Associated Case Party: JAY KALI SON INC.
`Name
`BarNumber
`Email
`Kelvin Roquemore
`filings@roqski.com
`E. Lynette Stone
`lynette@roqski.com
`
`TimestampSubmitted
`10/5/2022 4:58:09 PM
`10/5/2022 4:58:09 PM
`
`Status
`
`SENT
`
`SENT
`
`

`

`Automated Certificate of eService
`This automated certificate of service was created bythe efiling system. The filer served this
`document via email generated by the efiling system on the date and to the personslisted below.
`The rules governing certificates of service have not changed. Filers muststill provide a certificate
`of service that complies with all applicable rules.
`
`Kelvin Roquemore on behalf of Kelvin Roquemore
`Bar No. 24002867
`fillngs@roqski.com
`Envelope ID: 68936806
`Status as of 10/6/2022 9:21 AM CST
`
`Associated Case Party: BLUAYA HUMAGAIN
`Name
`BarNumber
`Email
`
`Status
`TimestampSubmitted
`Robert JWood
`robert@mylawteam.com
`10/5/2022 4:58:09 PM=SENT
`Blake Edwards
`blake@mylawteam.com
`10/5/2022 4:58:09 PM=SENT
`
`

`

`Automated Certificate of eService
`This automatedcertificate of service was created bythe efiling system. The filer served this
`document via email generated by the efiling system on the date and to the personslisted below.
`The rules governing certificates of service have not changed. Filers muststill provide a certificate
`of service that complies with all applicable rules.
`
`Kelvin Roquemore on behalf of Kelvin Roquemore
`Bar No. 24002867
`fillngs@roqski.com
`Envelope ID: 68936806
`Status as of 10/6/2022 9:21 AM