wae ee eeeeee x In the Matter of The Application of AHMED N. MOHAMED and YASIN MOHAMED, Petitioners, Decision and order Index No. 522187/2022 for Disselution of BJ Organization of New York Inc., For Judicial Dissolution of BJ ORGANIZATION OF NEW YORK INC., A Domestic Corporation, November 1, 2022 to Section 1104{a) of the Pursuant Business Corporation Law pmaeeee eee x

Rather, the respondents argue the petitioners do not represent a majority af thé shares of the corporation that is a Ppre-réguisite to any dissolution action pursuant to BCL §1104{a}.

However, in 2004 following a disagreement with Abde, a document was executed by Mohamed, Yasin and Abdo wherein Mohamed and Yasin’s oider brother Ali was given a fifty percent ownership interest in the corporation, Ahméd repeatedly testified that such ownership interest was not accurate and was effectuated simply to punish Abde for horrowing money without informing the other two Sharéholders.

Further, Ahmed testified that the certificate awarding 100 shares to Yasin was really intended to be held in trust for all three owners [S8é&e, Deposition, page 9@).

Thus, even 1f it is true that petitioners own a Majority of the shares, nevertheless, dissolution cannot be granted until the precise percentages of ownership of each party is established.

After reviewing all the arguments, this court now makes the following determination.. On December 29, 1.9.94 BJ Organization of New York was According to the petition Ahmed Mohamed owns 72.17% of formed.

Thus, ignoring the conduct or fault of any particular party "the critical consideration is the fact that dissension exists and has resulted in a. deadlock precluding the successful and profitable .conduct of the corporation's, affairs" (Matter of Dream Weaver Inc., 70 AD3d 941, 895 NYS2d 476 [2d Dept., 2010]).

Rather, the respondents argue the petitioners do not represent a majority of the shares of the corporation that is a pre-requisite to any dissolution action pursuant to BCD §11.04(a).

Ahmed repeatedly testified that such ownership interest, was not accurate and was effectuated simply to punish .Ajbdo for borrowing money without, informing the other two shareholders.

Further, Ahmed testified that :the certificate awarding 100 shares to Yasin was really intended to be held in trust for all three owners Tsee.

Matthew S. Blum, Esq., an attorney admitted to the bar of the State of New York, affirms under penalty of perjury as follows:

These wild, irreconcilable proclamations of ownership are critical against the backdrop that Ahmed has further testified that: (i) there has never been a meeting of the shareholders (which is required to affect the ownership status of shareholders and/or issue/buyback shares), and (ii) Ahmed has never sold any of his shares, nor his interest in the Company.

It is contended by Third-Party Plaintiff that Ahmed and Yasin own a total combined ownership percentage of 33% of the Company at this time, approximately 16.6% each.

Thus, together with corporate waste claims against Ahmed and Yasin, it is expected that Petitioners will own no part of the Company at the conclusion of the Action.

In the alternative, the Court should hold the Petition in abeyance, subject to the determination of ownership of the parties at trial.

and Index No. 522187/2022 Pursuant Business to Article Corporation the 11 of Law

O. Benjamin Okeke, an attorney duly admitted to practice law before the Courts of the State of New York hereby affirm under penalties of perjury as follows:

I am not action and maintain an office at 3312 Church a party to this Avenue, Brooklyn, New York 11203 for the practice of law.

That on September 8, 2022, I served the within Order to Show Cause, Petition for Dissolution and attached exhibits by certified mail return receipt requested on the following persons/firms: New York

by depositing a true copy thereof enclosed in a postpaid properly addressed envelope and deposit in an official depository under the exclusive care and custody of the United States Postal Service within the City of New York, State of New York.

At Term of 72.f0KXXX the at¥¥ARPart of New York the State Court of Supreme in and for at the of Kings, the.County Courthouse located at 360 Adams New York.11201 of August,2021 Brooklyn, the 16th day Street, on Index No. 522187/2022

reading and filing the petition of Ahmed N. Mohamed and Yasin Mohamed, the alleged holders of more than one--half of shares of BJ Organization of New York, Inc a domestic corporation organized and existing under and by virtue of the laws of the State of New Vork and having a principal office located at 9723 Glenwood Toad, Brooklyn, New York 11236, for.

Part 8Room276 28tftlay located at 360 Adams Street, Brooklyn, New York 1 1201 at 9:30 O'clock in the forenoon thereof, or as soon thereafter as counsel can be heard, why the said corporation should not be dissolved, and other reliefs sought in the petition granted, and it is further

that a copy of this order be published by the petitioners at least once in each of the three weeks immediately preceding said of Wf day 2022 Brooklyn Daily

Ali for Ali Mohamed before least kxpglays Return Receipt least at twenty New York State Tax Commission and upon attorneys Ali as well as Eric Nelson, Esq. 2022 coxby haitimwrapym6tláK receiver the current by Certified muchmpgamotgxgxxpxick at Mail, said y of 2022 adÆgageddedbec )etüTithkkkRRR MiebitiPÅRSPfhilNitkA× anaxxof>abiaselwxmuthenshombo&knBAAhxxxxxxxxxxxxxxxxxx#$Nzxtra xskaf)tRRibe entrymf xhiseedeomitkxhz kxkxMopoemxfocommpcCoauty.

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At an IAS Part of the Supreme Court of the State of New York in and for the County of Kings, at the Courthouse located at 360 Adams Street, Brooklyn, New York 11201 on the day of 2021

} Pursuant to Article 11 of the } Business Corporation Law

On reading and filing the petition of Ahmed N. Mohamed and Yasin Mohamed, the holders of more than one-half of shares of BJ Organization of New York, Inc. a domestic corporation organized and existing under and by virtue of the laws of the State of New York and having a principal office located at 9723 Glenwood Road, Brooklyn, New York 11236, for dissolution of said corporation under the Business Corporation Law, and said petition duly verified by petitioners on the 2nd day of August 2022, from which it appears that the case is one for dissolution as specified in the Business Corporation Law; and the petitioners having moved this Court for an Order to show cause why said corporation should not be dissolved and for final order dissolving the same, and said motion coming regularly on to be heard before this Court on

the day of 2022 and the petitioners, shareholders of the said corporation having duly appeared by O. Benjamin Okeke, Esq. in support of the application; And it appearing to the satisfaction of the Court from said petition that the petitioners are holders of more than one-half shares of BJ Organization of New York, Inc.; and that there are internal dissension and two or more factions of shareholders are so divided that dissolution would be beneficial to the shareholders of the corporation; Now upon motion of O. Benjamin Okeke, Esq. attorney for the petitioners, it is ORDERED that the petition of Ahmed N. Mohamed and Yasin Mohamed for dissolution of BJ Organization of New York Inc. pursuant to Section 1104 (a) (3) shall be entertained by this Court, and it is further ORDERED that BJ ORGANIZATION OF NEW YORK, INC through Eric Nelson, Esq. the receiver and all persons interested in said corporation show cause before me or judge of this Court at IAS Part Room on day of 2022 at the Courthouse thereof located at 360 Adams Street, Brooklyn, New York 11201 at O’clock in the forenoon thereof, or as soon thereafter as counsel can be heard, why the said corporation should not be dissolved, and other reliefs sought in the petition granted, and it is further ORDERED, that a copy of this order be published by at least once in each of the three weeks immediately preceding said day of 2022 in the newspaper published in Kings County, and it is further ORDERED, that a copy of this order be served by on the New York State Tax Commission and upon attorneys for Ali Mohamed Ali and Abdo Mohamed Ali as well as Eric Nelson, Esq. the current receiver at least ten days before said day of 2022 or by mailing a copy of this order,, postage prepaid, at least twenty (20) days before the

said day of 2022 addressed to the said attorneys at their last known address and that a copy of this order and the petition shall be filed by within ten days after the entry of this order with the Clerk of Supreme Court, Kings County.