Kien Nguyen vs. Kathleen Nguyen

Motion for Reconsideration

Cal. Super. - 4th Dist.June 10, 2015

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ELECTRONICALLY FILED Superior Court of California, LAWRENCE HOODACK, SBN 97629 County of Orange LAW OFFICES OF LAWRENCE HOODACK 09/28/2016 P.O. Box 28514 Clerk of the Superior Court : 5 ; By Trinity Mai, Deputy Clerk Anaheim, California 92809 y y puly Telephone: (714) 634-2030 Facsimile: (714) 685-6719 Attorney for Defendants, KATHLEEN NGUYEN LITTLE SAIGON RADIO BROADCASTING, INC. APEX ESCROW, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE, CENTRAL JUSTICE CENTER Case No. 30-2015-00792441 KIEN NGUYEN, in the Right and for the Benefit of Honviet TV, Inc. and DEVAN PHAN in the Right and for the Benefit of Honviet TV, Inc. Assigned For All Purposes To: Judge: Hon. Ronald L. Bauer Dept... CX103 DEFENDANT KATHLEEN NGUYEN'S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF RECEIVER RYAN BAKER'S EX-PARTE PETITION FOR ) ) ) ) ) ) Plaintiffs, ) ) VS. ) INSTRUCTIONS RE: AUCTION OF THE ) ) ) ) ) ) ) TELEVISION STATION, MEMORANDUM OF KATHLEEN NGUYEN, an individual; LITTLE POINTS AND AUTHORITIES and Declaration SAIGON RADIO BROADCASTING, INC., a of Lawrence Hoodack and Kathleen Nguyen in California corporation; APEX ESCROW, INC., Support thereof. a California corporation; and DOES 1 through ) Complaint Filed: 06/10/2015 50 inclusive, Trial Date: 01/23/2017 Motion Date: 10/24/16 Department: CX 103 Time: 9:00 a.m. Defendants. PLEASE TAKE NOTICE that on October 24, 2016, at 9:00 a.m. or as soon thereafter as the matter may be heard in Department CX 103 of the above-entitled court, located at 715 West Santa Ana Blvd., Santa Ana, California 92701, Defendant Kathleen Nguyen will move the court for an order granting reconsideration of Receiver 1 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF ER SN ETITION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Ryan Baker's Ex-Parte Petition for Instructions RE: Auction of the Television Station, Financial Shortfalls and related Matters original heard on September 15, 2016 and for an order permitting the auction to move forward with the modified terms that the sale will be at “Buyers Choice” as to either the assets of Honviet TV, Inc. or the Stock of Honviet TV, Inc.; said Motion is based on the grounds of new or different facts, circumstances which have come to light and were not able to be presented at the time of the original hearing on the motion. This motion will be made pursuant to California Code of Civil Procedure §1008(a), which authorizes the Court to reconsider its prior ruling upon discovery of new or different facts, circumstances or law. This motion is further based upon this notice, the attached Memorandum of Points and Authorities, the Declarations of Lawrence Hoodack and Kathleen Nguyen filed herewith; upon the records and files of the Court in this matter; and upon such further evidence and argument as may be presented prior to or at the time of hearing on the motion. MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR RECONSIDERATION 1. INTRODUCTION Plaintiffs filed their second amended complaint on or about August 15, 2016 seeking relief based on a Shareholders’ derivative action. On July 11, 2016 the Honorable Court pursuant to a motion brought by Plaintiffs, appointed Robert Mosier as a receiver in the above entitled action. Thereafter on August 11, 2016 at the recommendation of Mr. Mosier (based on economic reasons as to the charges of the {| receiver) requested and the Honorable Court granted a substitution of Receiver as to Mr. Ryan Baker. The Honorable Court also denied the request for the receiver to proceed with the “auction of the TV station” this based on the fact the parties to the within action were to proceed with a mediation before the Honorable Judge James 2 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF Recto ETTION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gray, Retired. The mediation was held on September 08, 2016 and the matter was NOT settled. On September 15, 2016 Receiver Ryan Baker filed its second Ex-Parte Petition for Instruction as to the Auction of the Television Station. The Honorable Court ordered “The auction of HTV will be a sale of its “(b) assets”. Prior to the Courts Ruling of September 15, 2016 Defendant Kathleen Nguyen had indicated she would offer an opening bid for the Station (believing this was for the Stock of Honviet TV, Inc.) of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Currently Ms. Nguyen has withdrawn this offer. The Receiver has now indicated the starting bid will be $10,000.00 and the potential range for the sale of the assets only, is $50,000.00 to $100,000.00, however, “the upper range | (The Receiver Ryan Baker) believe to be optimistic” (emphasis added) see E-Mail from Ryan Baker attached as Exhibit 1 and the Auction Marketing Strategy Exhibit 2. Defendant Kathleen Nguyen brings this Motion for Reconsideration as to the auction of HTV and requests based on new evidence as to the potential bids for Honviet TV, Inc. requests the Honorable Court to consider the third option proposed by the Receiver that is “(c) The buyer will have the option to purchase either HTV’s stock or its assets.” 2. THE COURT IS AUTHORIZED TO RECONSIDER ITS PRIOR RULING UPON A SHOWING OF NEW OR DIFFERENT FACTS, CIRCUMSTANCES, OR LAW "When an application for an order has been made to a judge, or to a court, and refused in whole or in part, or granted, or granted conditionally, or on terms, any party affected by the order may, within 10 days after service upon the party of written notice of entry of the order and based upon new or different facts, circumstances, or law, make application to the same judge or court that made the order, to reconsider the matter and modify, amend, or revoke the prior order." C.C.P. §1008(a). "The party making the application shall state by affidavit what application was made before, when and to what judge, what order or decisions were made, and what new or different facts, circumstances, or law are claimed to be shown." C.C.P. §1008(a). 3 DEFENDANT KATHLEEN NGUYEN'S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF eC ERS EI TION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 "This section specifies the court's jurisdiction with regard to applications for reconsideration of its orders and renewals of previous motions, and applies to all applications to reconsider any order of a judge or court, or for the renewal of a previous motion, whether the order deciding the previous matter or motion is interim or final. No application to reconsider any order or for the renewal of a previous motion may be considered by any judge or court unless made according to this section." C.C.P. §1008(e); Darling, Hall & Rae v. Kritt, 75 Cal. App. 4th 1148, 1156, 89 Cal. Rptr. 2d 676 (2d Dist. 1999), as modified on denial of reh'g, (Oct. 26, 1999). As stated in the Declaration of Lawrence Hoodack filed herewith, On September 16, 2016 the hearing on Receiver Ryan Baker’s Second Ex Parte Petition For Instructions Re: Auction of the Television Station, Financial Shortfall and Related Matters, was held before the Honorable Court. There after the Honorable Ronald L. Bauer issued an Order as to the sale of the Assets only of Honviet TV, Inc. On September 16, 2016 Ryan Baker issued an E-Mail informing the parties of the court’s ruling. Said E-Mail was reviewed by Lawrence Hoodack on September 19, 2016 along with the Auction Marketing Strategy presented by Tranzon (Exhibit 2 attached) The within Notice of Motion and Motion has been filed at its statutory time requirements that is within 10 days of Notice of the Honorable Court’s Order. [C.C.P. $1008(a).] 3. THIS MOTION IS TIMELY MADE California Code of Civil Procedure §1008(a) provides that this application must be made "within 10 days after service upon the party of written notice of entry of the order." As further stated in the Declaration of Lawrence Hoodack, On September 16, 2016 the Receiver Ryan Baker served an E-mail as to the court’s ruling that the assets of Honviet TV would be auctioned off. This notice was received and viewed by the Law offices of Lawrence Hoodack on Monday September 19, 2016. The within notice was filed within the statutory time limits after review of the notice and the receipt of the New Evidence as to the valuation of Honviet TV, Inc. 111 111 4 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF REE CTILION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4. THE NEW EVIDENCE COULD NOT REASONABLY HAVE BEEN PRESENTED EARLIER Courts have held that a party seeking reconsideration must provide not only new evidence but also a satisfactory explanation for the failure to produce that evidence at an earlier time. See Glade v. Glade, 38 Cal. App. 4th 1441, 1457, 45 Cal. Rptr. 2d 695 (2d Dist. 1995). As stated above and in the Declaration of Lawrence Hoodack and Kathleen Nguyen. Prior to the Court’s ruling on September 16, 2016 it was uncertain as to exactly what was being auctioned off. The Court Hearing on August 11, 2016 used the term “Television Station” thus creating confusion as to what was encompassed in the auction, i.e. The assets or the Shares of Stock in Honviet TV, Inc. Thus the reason for the September 16, 2016 Ex-Parte hearing. The new evidence that was not available prior to the September 16, 2016 hearing is that Kathleen Nguyen no longer wishes to have the Stalking Horse bid of $100,000.00 for the assets only and the Action Marketing Strategy as well as the receiver opinion of the valve of Honviet TV is now $50,000.00 to $100,000 with an opening bid of $10,000.00. DERIVATIVE SUITS A shareholder may bring a derivative suit on the corporation’s behalf where management breaches a duty to the corporation and the corporation fails to assert its cause of action. The shareholder is merely a nominal plaintiff in such an action. Even though the corporation is joined as a nominal defendant, it is the real party in interest to which any recovery usually belongs. Grosset v. Wenaas (2008) 42 C4th. 1100. A derivative suit is equitable in nature. Shareholders have no direct cause of action against persons who have harmed the corporation, but through the vehicle of the derivative suit. Thus, an action is “derivative” if it seeks to recover assets for the corporation or to prevent the dissipation of its assets. Grosset v. Wenaas 42 C4th. at 1008. The case title of the case at bar, clearly established the plaintiffs’ intent to bring the within action as a derivative action in that it states: “KIEN NGUYEN, in the Right and for the Benefit of Honviet TV, Inc. and DEVEN PHAN; in the Right and for the benefit of Honviet TV, Inc.” ( Emphasis Added). 5 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF RECEIVER Sy ETITION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6. COURT’S EQUITABLE AUTHORITY The primary purpose of equity is to supplement the deficiencies of the law. Flood v. Templeton (1907) 152 Cal. 148. The object of equity is to do right and justice Hirshfield v. Schwartz (2d. dist. 2001) 91 Cal App 4" 749, to assert itself in those situations where right and justice would be defeated but for its intervention. Owens v. McNally (1896) 113 Cal 444. A court cannot properly exercise an equitable power without consideration of the equities on both sides of the dispute. Clark v. Superior Court (2009) CONCLSION The Honorable Court should consider all shareholders of Honviet TV, Inc. as well as potential creditors of Honviet TV, Inc. thus the auction is question should be structured for the benefit of the Corporation, that is the auction should be conducted in a fashion that will insure the greatest price for Honviet TV, Inc. either through the sale of its assets or the sale of the Stock of Honviet TV, Inc. Receiver Ryan Baker had proposed a “Buyer Choice” and given the current estimations as to the potential funds to be received this option of “Buyer Choice” would insure the greatest recover of funds for the Corporation and its potential creditors. In view of the foregoing facts and authorities, and the new evidence which has come to light in this matter as set forth in the Declarations of Lawrence Hoodack and Kathleen Nguyen filed herewith, hereby respectfully requests that the Court reconsider and vacate its prior ruling of ordering only the assets of Honviet TV, Inc. be sold and granting Receiver Ryan Baker's earlier Motion for authorization to sell either the assets of Honviet TV, Inc., or all stock in Honviet TV, Inc. as the Buyer’s Choice , and enter a new Order upon said Motion consistent with the new facts and circumstances as set forth herein and in the attached Declaration. Dated: September 27,2016 Respe By: Lawrence Hoodack Attorney for Defendant Kathleen Nguyen 6 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF EE a CTO FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF KATHLEEN NGUYEN I, KATHLEEN NGUYEN, declare as follows: 1. | am a Defendant is this action, and have personal knowledge of each fact as stated in this declaration. 2. | have been the C.E.O. of Honviet TV, Inc. a Delaware Corporation since its inception and in September 2014 | was elected by the Board of Directors its President in addition to being the C.E.O. 3. My duties and responsibilities for Honviet TV, Inc. include but are not limited to payroll, accounts receivable and accounts payable. Currently | assist the Court Appointed Receiver Ryan Baker with these activities on a daily/weekly basis. 1 would send all documentation to Mr. Baker for his review and to have the outstanding obligations paid through his office. 4. | am and have been since 2008 a shareholder of Honviet TV, Inc. 5. When the Court Appointed a Receiver in this action and it was ordered that Honviet TV, Inc. was to be auctioned off, | communicated to the receiver my desire to purchase the Corporation for One Hundred Thousand Dollars. This was confirmed by Mr. Mosier and it was agreed my bid would be the “Stalking Horse" bid. 6. The bid | offered was predicated on the assumption that | would purchase the Corporation by buying all shares of stock in Honviet TV, Inc. 7. When | was informed that only the assets of Honviet TV, Inc. were being auctioned off, | had Mr. Baker informed that the $100,000. 00 offer was being withdrawn. 8. On September 27, 2016, | received a RECEIVERSHIP ESTATE OF HONVIET TV PRELIMINARY - ESTIMATE CASH FLOW PROJECTION -— PRELIMINARY Exhibit 3 attached hereto, from Ryan Baker the Court Appointed Receiver. 9. Exhibit 3 has a projection for the sale of the assets of Honviet TV, Inc. at TWENTY-FIVE THOUSAND DOLLARS ($25,000.00). 7 DEFENDANT KATHLEEN NGUYEN’S DECLARATION nN 9 10 13 12 13 14 15 16 19 20 21 23 24 26 27 28 10. Mr. Baker estimates that after the sale of the assets and the payment of the items listed in Exhibit 3 there will be Cash after Sale and Receiver's Fees in the amount of EIGHTEEN THOUSAND SEVEN HUNDRED THIRTEEN DOLLARS ($18,713) 11. I have previously informed Mr. Baker that there is a Property Tax due in November 2016 of $5,295.43, Delinquent Property Taxes of $12,686.62. Delinquent Property Tax due on leased equipment to Sterling in the amount of $1,649.19, that Derrick Nguyen for his services as a host of a talk show is due $3,000.00, there is currently a Symposium “Building in War: The Experience of the Republic of Vietnam 1955-1975" set for October 17 and 18, 2016 at UC Berkley with an estimated cost of expenses in the amount of $2,000.00 and there are no provisions for final Federal and State Tax obligations. 14 The Cash after Sale of $18,713 does not take into consideration the items listed in paragraph 11 above thus with the estimated asset sale price of $25,000.00 Honviet TV, Inc. will NOT have sufficient funds to meet is final obligations. | declare under the penalty of perjury under the laws of the State of California that the foregoing is true and correct. Dated this 27". day of September, 2016 in Orange, California. ory / KATHLEEN NGUYEN" 8 DEFENDANT KATHLEEN NGUYEN’S DECLARATION 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF LAWRENCE HOODACK I, LAWRENCE HOODACK, declare as follows: 1. I am an attorney of law, duly licensed to practice law before all Courts of the State of California. That I am the attorney of record for Kathleen Nguyen, Little Saigon Radio Broadcasting and Apex Radio named Defendants, in the Orange County Superior Court State of California action known as KIEN NGUYEN, DEVAN PHAN v. KATHLEEN NGUYEN et al., Case Number 30-2015-00792441. As such, I have personal knowledge of the facts stated therein, and if sworn to testify, could and would testify competently thereto. Z, That this declaration is being made in support of Defendant Kathleen Nguyen’s Notice of Motion and Motion for Reconsideration of Receiver Ryan Baker’s Second Ex-Parte Petition for Instructions Re; Auction of the Television that was filed on September 14, 2016 and heard on September 15, 2016 in the above entitled court before the Honorable Ronald L. Bauer. 3. The Receiver’s Petition requested instructions as to the sale of the assets or the shares of stock of Honviet TV, Inc., a Delaware Corporation, or that the sale would be “Buyers Choice” as to assets or shares of stock. Radio. 4. The Honorable Court ruled it would be the assets only of Honviet TV, Inc. 5. On September 16, 2016 the Law Offices of Lawrence Received an E-Mail from the Receiver Ryan Baker Exhibit 1 attached hereto which informed the parties of the Court’s Ruling of September 15, 2016. This E- 9 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF Rar SERS BETITION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Mail was received on Friday and not reviewed until Monday September 19, 2016. 6. On September 19, 2016 the Receiver Ryan Baker sent an E-mail to the Law Offices of Lawrence Hoodack that had attached there to The Auction Marketing Strategy for the Project Hon Viet TV a copy is attached hereto as Exhibit 2. 7. The marketing strategy as well as the Receiver’s opinion as to the value of the assets of Honviet TV are less than the “Stalking Horse” bid previously offered by Defendant Kathleen Nguyen of $100,000.00. 8. On September 15, 2016 I first learned that the Auction of Honviet TV, Inc. was for the assets only and not the Corporation. Prior to this date the discussion used the term “Television Station” which is what Honviet TV is. The Court Appointed Receiver by the filing of his Petition was uncertain as to exactly what was being offered for Auction. 9. On September 15, 2016 as a result of the Honorable Court’s ruling I learned for the first time that the “Stalking Horse” bid of $100,000 was to be withdrawn. 10. On September 27, 2016 I first learned that the Receivership Estate of Honviet TV Preliminary-Estimated Cash Flow Projection — Preliminary did NOT take into account all obligation of Honviet TV and thus unless the sale of the shares of stock for Honviet TV were offered to be auctioned off, there would likely be a shortfall of funds to meet the final obligation of Honviet TV, Inc. 11. That the proposal of receiver Ryan Baker that is to permit “Buyer Choice” either to purchase the assets of, or the shares of stock for Honviet TV, Inc.; this would ensure that there would be sufficient funds to meet all the 10 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF Be a ION FOR INSTRUCTIONS 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 final needs of Honviet TV, Inc. as to its employees, creditors and all tax obligations. 12. The Receiver’s current estimated shows a surplus of $18,713 but he does not take into account several outstanding obligations (See declaration of Kathleen Nguyen) which total $24,631 plus there are no provisions for final tax liabilities. 13. Thus request is hereby made in light of this new and just discovered information to modify the current Court Order of September 15, 2016 to permit the auction to include a “Buyer’s Choice” of either Assets or Shares of All Stock in Honviet TV, Inc. a Delaware Corporation. This modification would insure the greatest number of funds for the Corporation. Additionally, should the buyer wish to not assume any liabilities of Honviet TV the buyer could just bid on the assets and as long as this person had the highest bid he would acquire what he wanted to accomplish. Executed this 27". day of August Two Thousand Sixteen at Orange, California. I declare under penalty of perjury of the Laws of the State of California that the forgoing in true and correct to the best of my ability [a Hoodack 11 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF RoE SERS PETITION FOR INSTRUCTIONS EXHIBIT 1 Mosier & Company, Inc. Judicial Receivers 3151 Airway Avenue, Suite A-1 Costa Mesa, California 92626 (714) 432-0800 Fax (714) 432-7329 www.MosierCo.com Receivers and Adjusters E-Mail Addresses Robert P. Mosier RMosier@MosierCo.com Ryan C. Baker RBaker@MosierCo.com Consulting Professionals Craig M. Collins, CPA CCollins@MosierCo.com Jim LeSieur, Project Manager JLeSieur@MosierCo.com John Green, Project Manager JGreen@MosierCo.com Bookkeeping and Administration Nancy Michenaud, Controller NMichenaud@MosierCo.com Ann S. Mosier AMosier@MosierCo.com Aurora Bloom ABloom@MosierCo.com September 16, 2016 Scott Kron, Esq. and Anne Card, Esq. Kron & Card LLP Attorney for Plaintiffs: Kien Nguyen and Devan Phan 29222 Rancho Viejo Road, Suite 114 San Juan Capistrano, CA 92675 Lawrence Hoodack, Esq. Attorney for Defendants: Kathleen Nguyen, P. O. Box 28514 Anaheim, CA 92809 RE: NOTICE RELATED TO COURT’S RULING TO CONTINUE OPERATIONS OF HONVIET TV, INC DESPITE ACCRUING PAYABLE OBLIGATIONS AND INSUFFICIENT CASH Dear Mr. Hoodack, Mr. Kron and Ms. Card: This letter is meant to reiterate and provide notice of the Court's decision made during yesterday's hearing on September 15, 2016. The Court Ordered the Receiver to continue the operations of Honviet TV, Inc. television station (“HTV”") and proceed to auction it as a sale of assets. The Receiver informed the Court in his moving papers that HTV had insufficient cash to pay its bills and was continuing to accrue payable obligations to vendors and employees. The Receiver recommended to the Court that the shareholders of HTV be directed to put forth the funding necessary to cover the cash shortfall. The Court denied this request and, in spite of the cash shortfall and accruing obligations, the Court directed its Receiver to continue the operations of HTV and to proceed with the auction. Sincerely, Ryan C. Baker Court Appointed Receiver K:\1700FLDR\1722 Honviet TV\Letter to Parties RE Operating with Cash Shortfall. docx EXHIBIT 2 RE: Honviet TV and its Contract with DirecTV - Larry Hoodack Page 1 of 1 RE: Honviet TV and its Contract with DirecTV Ryan Baker Fri 9/16/2016 6:21 PM To:Larry Hoodack (hoodack4@hotmail.com) ; scott@kronandcard.com ; anne@kronandcard.com ; { attachments (82 KB; Auction Marketing Strategy - Hon Viet Tvv5 pdf; Attached is the latest auction proposal from Tranzon. As you'll notice, the loss of the stalking horse bidder turns this more into a liquidation sale and brings the opening bid price down to $10,000 to generate interest among buyers. This also adjusts the net recovery down significantly. Tranzon hopes to achieve a recovery of $50k to $100k; however, the upper range | believe to be optimistic. | would like to get the DirecTV issue cleared up before we set an auction date, have any of you had the chance to review? Regards, Ryan From: Ryan Baker Sent: Friday, September 16, 2016 3:27 PM To: Larry Hoodack (hoodack4@hotmail.com); scott@kronandcard.com; anne@kronandcard.com Subject: Honviet TV and its Contract with DirecTV In the event that the auction results in a buyer that does not want to continue the DirecTV contract, do either of you see any liability for Honviet TV for not continuing to provide content to DirecTV? I've attached the contract for DirecTV as provided by Mr. Hoodack. On page 17, section 6.3, it does appear DirecTV can offset its payment to Honviet TV in proportion to the amount of days content is not provided. However, this would be an offset to monies DirecTV owes to Honviet TV as opposed to DirecTV requiring payment out of Honviet TV's pocket. Ms. Nguyen has requested to notify DirecTV of the pending auction at least 30 days prior to the sale—I think that is a good idea. Regards, Ryan Ryan Baker Office: (714) 432-0800 ext. 229 Cell: (949) 439-3971 Mosier & Company 3151 Airway Ave, Suite Al, Costa Mesa, CA 92626 https://outlook.live.com/owa/?viewmodel=ReadMessageltem&ItemID=AQMKADAWATE... 9/27/2016 Auction Marketing Strategy Project: Hon Viet TV Presented to: Ryan Baker, Receiver tranzon s the opportunity to present this proposal, which will illustrate how Tranzon Asset Strategies can leverage the sling to attract buyer interest that results in competitive bids and, ultimately, a sale of real property at the 3 Zz. ides the following sale benefits over conventional marketing methods: ie properties to a broader buyer base: Tranzon's marketing reaches a diversified group of buyers outside of >al circles. These buyers represent real estate investors with available funds, access to international capital westment goals, which will typically spend more for the right type of property. t sale within an expedient, predetermined time frame. ns of sale coupled with Tranzon's extensive experience with properties of all types. ill benefit from the expertise of 1,000's of successful auction sales, a commitment to providing personal goals and inferests and the direct involvement of company principals in all aspects of your sale’s planning, ough. » contact us if you have any questions or need further clarification. We look forward to assisting you with the # Jent tranzen ase news channel operating at the following leased premises: ich Bivd. er, CA 92683 roadcast on DirecTV channel 2078. A month-to-month agreement is in place with DirecTV. Details regarding number of subscribers will be released to potential bidders upon completion of a non-disclosure agreement. 4 hours of live news programming daily; the remaining programming consists of a cooking show, arts and ional shows for the Vietnamese community. all of the assets of Hon Viet TV including but not limited to the furniture, fixtures and equipment including ind intellectual property including original shows produced by Hon Viet TV. ibject to Receiver's Confirmation e of a minimum starting bid in the amount of $10,000.00. The minimum bid will be stated in all marketing ased on the high bid amount will be charged to the high bidder; Tranzon shall earn the Buyer's Premium as its 'nses shall not exceed $4,650.00 and will include newspaper advertising, email marketing and administrative -e reimbursed for the auction expenses from the proceeds of sale. conditions, the anticipated recovery is $50,000.00 - $100,000.00. tranzoen {D MARKETING PLAN arket for the sale is other media outlets within the Vietnamese community. :ach these buyers is through a diversified marketing campaign incorporating newspaper, website postings, e- tions, as well as press releases to drive additional media exposure. re prepared with the goal of enticing buyer prospects, driving them to request additional information either net. In either case, buyers must provide us with additional contact information, allowing us the opportunity to up. ew of the various components of our recommended marketing campaign. 2 of the sale once a week for at least four weeks prior to the sale in the following newspapers: )aily Vietnamese newspaper in Southern California) in detail on the Tranzon website. The Tranzon website average over 85,000 hits per business day. Our site is 1s across the United States and draws the highest auction firm viewer-ship rates in the industry. tributions via a number of nationwide services to auction buyers, brokers and investors. Tranzon's proprietary 000 members who have visited our website and subscribed to the property list based on their registered yraphy interest. E-mail has been successfully utilized in the past and is an excellent conduit for reaching al buyers in a timely fashion. kages uyer is the easier it is to make a buying commitment. Tranzon will produce a property information package information. The package will also include a complete copy of the terms and conditions of the sale, ng. and any other related and relevant documents for the sale. The package will be available in paper and ackages will be available online to those who provide required contact information. tranzZon’ , Tranzon will schedule a planning meeting to coordinate the goals of all involved parties. Following the >n will begin the preparation of marketing and property information package materials. All materials will be I. icted on an all cash basis, with no representations or warranties expressed or implied, with closing to be lin 10 days. No post sale “due diligence” period is allowed. Additional Terms and Conditions may be added instructions approved by all parties. nterested parties be registered to participate in the bidding process. To become a registered bidder, a lead ssary documents and provide a deposit in the form of a cashiers’ check or wire transfer. lucted and managed by Tranzon's experienced staff of professionals. Upon the award of the final high bid, be required to increase the deposit and sign the Purchase and Sale Agreement. losings yay, Tranzon's primary focus turns to closing the sale. Aggressive deposit requirements, sale status monitoring, ontract enable us to close the majority of all accepted sales. tranzomn NY STRUCTURE AND BACKGROUND auction companies located throughout the nation. Tranzon partner companies work in collaboration employing common strategies, systems, tools and a code of ethics to ensure quality service to its clientele. B ’ o h ara ey eam 95 3 ay ’ Tranzon is a partnership of 10 independently owned and operated real estate and 1% 3 Fd \ i Since its formation in 2001, Tranzon has conducted more than 10,000 auction sales throughout 48 states and the District of Columbia, with a success rate of 90%, selling more than $2 Billion of assets for its clients. Te T e o es ar a at : 9 Every member of the Tranzon Asset Strategies team, including all administrative staff, is a licensed Real Estate Broker or Salesperson. Collectively, our staff has over 150 years of experience in the auction business. both the real estate and auction industries, many Tranzon partners serve on boards and committees of the Realtors, the National Auctioneers Association, The National Auctioneers Education Institute, The Auction wumerous other associations nationwide. built on the core competencies of regional market knowledge, asset knowledge, and buyer knowledge. We istently developed our local/national matrix, which provides coverage of all markets and asset categories. ct advantage over our competitors. 2d some of the largest financial institutions and corporations in the country, as well as numerous members of velopers, government agencies and business and property owners. tranzon ¢ 119IHXd RECEIVERSHIP ESTATE OF HONVIET TV PRELIMINARY - ESTIMATED CASH FLOW PROJECTION - PRELIMINARY Sale on September October November 15] December 1 Cash Receipts 2 DirecTV Payments $0 $115,000 $55,000 $25,000 3 Income from Advertisers 0 5,100 5,100 0 4 Total Cash Receipts 0 120,100 60,100 25,000 5 Cash Disbursments 6 Payroll 37,929 37,929 40,000 0 7 Do Thanh Shows 3,000 3,000 1,500 0 8 Mathew Tran 2,550 1,950 975 0 9 Tin Van Nghe 990 990 495 0 10 Quill 54 54 54 0 1 USPS 46 23 23 0 12 Benjamin Nguyen (Cameraman) 2,500 2,500 1,250 0 13 Julie Tran News (Presenter) 600 600 300 0 14 Vincent Tran 870 870 435 0 15 Ai Hoang 240 240 120 0 16 Slim Now 1,750 1,750 875 0 17 Le, Huong Phan 3,500 3,500 1,750 0 18 Gracenote 119 119 119 0 19 Tran, Son 600 600 300 0 20 Lieu Nguyen (Tieng Hat Hau Phuong) 1,120 1,120 560 0 21 Little Saigon Radio - 50% of Electricity Bills 793 800 400 0 22 Little Saigon Radio - Reimburse Daily News 2,500 2,500 1,250 0 23 Little Saigon Radio - Rent 4,000 4,000 2,000 0 24 T Mobile 94 94 94 0 25 Frontier Communications 193 193 193 0 26 Reuters (50% as shared with LSR) 0 852 426 0 27 Farmers Insurance 1,645 1,645 1,645 0 28 Total Cash Disbursements 65,093 65,329 54,764 0 29 Cash Flow for the Month (65,093) 54,771 5,336 25,000 30 Cash at Beginning of Period 3,698 (61,395) (6,624) (6,287) 31 Cash at End of Period ($61 ,395) ($6,624) (1,287) 18,713 32 Anticipated Sales Proceeds 25,000 0 33 Anticipated Receiver's Fees (30.000) 0 34 Cash after Sale and Receiver's Fees (86.287) $18,713 K:\1700FLDR\1722 Honviet TV\[Cash Flow 9-26-16.xisx]Sheet1 (2) 9/27/2016 15:52 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF ORANGE | am employed in the County of Orange, State of California; | am over the age of 18 and not a party to the within action; my business address is On August 28, 2016, | served the foregoing document described as DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF RECEIVER RYAN BAKER'S EX-PARTE PETITION FOR INSTRUCTIONS RE: AUCTION OF THE TELEVISION STATION, MEMORANDUM OF POINTS AND AUTHORITIES and Declaration of Lawrence Hoodack and Kathleen Nguyen in Support thereof. on the following interested parties in this action by placing a true copy thereof enclosed in sealed envelopes as follows: Scott A. Kron, Esq. Anne L. Card, Esq. KRON & CARD, LLP 29222 Rancho Viejo Road, Suite 114 San Juan Capistrano, CA 92675 BY U.S. MAIL: By depositing the sealed envelope in the United States Postal Service with the postage fully prepaid. X BY PERSONAL SERVICE: | caused to be delivered by hand to the interested parties in this action by placing the above mentioned document(s) thereof in envelopes address to the office of the addressee(s) listed above or an attached sheet. | DECLARE under penalty of perjury under the laws of the State of California that the foregoing is true and correct. EXECUTED on August 28, 2016, at Anaheim awrence Hoodac 12 DEFENDANT KATHLEEN NGUYEN’S NOTICE OF MOTION AND MOTION FOR RECONSIDERATION OF a oo 2k BITTON FOR INSTRUCTIONS