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inspect the JPMS corporate records and financial information at the
June 29, 1989, JPMS Board meeting and in later correspondence with
Ms. Re, Mr. DeJoria, and other JPMS employees. Through December
19, 1989, Mr. Fujieki was not provided with financial statements
for the JPMS fiscal year ended July 31, 1989. On April 10, 1992,
representatives of Mr. Fujieki were permitted to review JPMS'
financial records but were not allowed to make copies. Before
permitting Mr. Fujieki's representatives to review its financial
records, JPMS required Mr. Fujieki and his representatives to
execute confidentiality agreements.
Mr. Fujieki continually questioned the actions of the JPMS
Board at its meetings and the accuracy of the corporate minutes.
Beginning July 30, 1992, through at least April 20, 1993, James
Ukropina, Esq., outside legal counsel for JPMS, attended the JPMS
Board meetings.
2. Purchase Offer From Mr. DeJoria
On April 21, 1989, JPMS faced losing its subchapter S status
when the Trust ceased to qualify as a subchapter S shareholder.
Maintaining JPMS' subchapter S status would have been beneficial to
its shareholders because no corporate-level tax would be imposed on
JPMS' income. One option would have been for Mr. DeJoria to
purchase the Trust's shares of JPMS; however, Mr. DeJoria refused
to consider this option because it would have gone against Mr.
Mitchell's wishes of providing for his son Angus, for which reason
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