DAVID L. KAHN (BAR NO. 102404)
3150 W. Fir Ave., #127
Fresno, CA 93711
Phone: (559) 440-9248
Fax: (559) 440-9348
E-Mail: lawyer07@joimail.com

Attorney for Defendants,
CHERISH ADAMS AND
KYLE GOTSHALK
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION
PSPP HOLDINGS, INC., a Nevada corporation; UC HUB, INC., a Nevada corporation; WILCOX FAMILY PARTNERS, LP, a California limited partnership and LARRY WILCOX, an individual,

Plaintiffs,

v.

KYLE GOTSHALK, an individual CHERISH ADAMS, an individual
and LEONARD GOTSHALK, an individual,

Defendants.
Case No. CV07-6776 AHM (SSx)

DECLARATION OF KYLE GOTSHALK IN OPPOSITION TO APPLICATION FOR TEMPORARY RESTRAINING ORDER

Date: November 19, 2007
Time: 11:00a.m.
Courtroom: 14

Complaint Filed: October 18, 2007

I, Kyle Gotshalk, do hereby declare and state as follows:
1. I am an adult, over the age of 18. The following facts are known to me, personally, and if called upon to testify, I could and would competently testify to the same under oath. I make this Declaration in opposition to the Declaration of Larry Wilcox (“Wilcox Decl.”).
2. Contrary to the Wilcox Decl. (2:6-7), Larry Wilcox (“Wilcox”) is neither the President of PSPP Holdings, Inc. (“PSPP”) nor its CEO. I am the President and CEO of PSPP Holdings, Inc. because my August 16, 2007 resignation was coerced by means of illegal threats (including threats of bodily harm towards my family and me), as described in paragraph 8 herein.
3. Moreover, on September 17, 2007 pursuant to a written consent of PSPP’s shareholders, Waiver of Notice, and Written Consent of Board of Directors (Exhibit A is a true and correct copy of the unsigned version thereof), I was confirmed as the President and CEO of PSPP. Contrary to par. 10 of the Wilcox Decl., I understand that pursuant N.R.S. 78.320.2 and 78.320.3 since there was a majority of the outstanding voting power represented by such written consent, a meeting of shareholders was not required, nor was any notice to shareholders required. Specifically, I understand that these Sections state:
“2. Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consent is required.

“3. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.” (Emphasis added.)

PSPP’s “articles of incorporation or the bylaws” do not “otherwise provide.”

4. Section 3.01(b) of the April 10, 2006 eSafe, Inc. (“eSafe”) Acquisition agreement (“Acquisition Agreement”), Plaintiffs’ Exhibit 1 states:

“(b) In consideration for the shares referred to in Section 3.01(a), Purchaser shall deliver at the Closing certificates registered in the name of Stockholder for Twenty Two Million and eight hundred and ninety thousand and nine hundred and thirty six (22,890,936) shares of Purchaser’s Common Stock to UC Hub. Issue or transfer one million shares of preferred series A to Wilcox Family Limited Partnership which does and represent all of the issued
Preferred stock.”

However, the owner of the 1,000,000 shares of PSPP’s Series A Preferred stock (“Preferred Shares”) at that was time was Piedmont Properties, Inc. (“Piedmont”) (see the Declaration of PSPP’s former counsel, Richard (“Rick”) Weed, paragraph 6 and the Declaration of Leonard Gotshalk, paragraph 2), which was not a party to that Acquisition Agreement. Thus, the obligation under the Acquisition Agreement to deliver the 1,000,000 shares of the PSPP’s preferred stock to the Wilcox Family Limited Partnership (and not to Wilcox Family Partners, L.P., a different entity) was that of the “Purchaser” (i.e., PSPP), and not the owner of the stock, Piedmont. Piedmont never transferred ownership of (or the right to vote) those Preferred Shares to the Wilcox Family Limited Partnership, or to any other party (such as Wilcox Family Partners, L.P.). Contrary to the Wilcox Decl. (2:15-18), all references in all documents pertaining to PSPP from April 10, 2006 up to my receipt from counsel of the Wilcox Decl. on October 30, 2007 (involving two different attorneys for Wilcox, Joe Stubbs and Hank Gracin) were to the “Wilcox Family Limited Partnership,” and not to “Wilcox Family Partners, L.P.,” a different entity. See paragraphs 4-5 of the Declaration of PSPP’s former counsel, Rick Weed.
5. Moreover, the Preferred Shares were not delivered by Piedmont at the closing of the Acquisition Agreement. They never were transferred to the Wilcox Family Limited Partnership because of inter alia eSafe’s and UC Hub Group Inc.’s (i) dilatory tactics in providing eSafe’s financial statements, and (ii) breaches of the following warranties in Sections 1.03(a) and (f), of that agreement, which state:
“ There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Acquired Corporation or any Subsidiary; and each of the Acquired Corporation and each of the Subsidiaries has operated profitably. …

“ There is no fact known to Acquired Corporation or Stockholder which materially adversely affects or in the future (as far as Acquired Corporation or Stockholder can foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Acquired Corporation… .” (Emphasis added.)

Pursuant to Section 3.03 of the Acquisition Agreement, I, as an officer, director, and stockholder of PSPP, and Piedmont, as a stockholder of PSPP, were indemnified by UC Hub from any such breaches. Specifically, eSafe’s future prospects were materially adversely affected because in its first quarter of operations ending December 31, 2006 it generated gross revenues of approximately $176,490 for three months (as set forth in Exhibit B hereto, which is a true and accurate copy of pages 1, 16, 26, and 36 of PSPP’s Form 10-KSB for the year ended 12-31-07, which was filed with the SEC on April 15, 2007). However, for the next three months, ending March 31, 2007, eSafe’s gross revenues declined drastically by more than 50% to $87,390 (as set forth in Exhibit C hereto, which is a true and accurate copy of pages 1, 5, and 15 of PSPP’s form 10-QSB for the quarter ended March 31, 2007, which was filed with the SEC on May 14, 2007). For the next three months, ending June 30, 2007, eSafe had a negative $5,115 in gross revenues (as set forth in Exhibit D hereto, which is a true and accurate copy of pages 1, 4, and 19 of PSPP’s Form 10-QSB for the quarter ended June 30, 2007, which was filed with the SEC on August 20, 2007). I understand and believe that the reason for the evaporation of all of eSafe’s gross revenues in less than six months was UC Hub’s and eSafe’s failure to disclose very material adverse facts at the time of the April 10, 2006 acquisition (e.g., eSafe’s “ middle ware” credit card processing software was not fully developed and functioning as was represented by UC HUB and eSafe, and/or eSafe’s revenues were being illegally siphoned off to a third party).
6. Another reason why Piedmont’s PSPP Preferred Shares were not delivered at the closing by Piedmont, and never were transferred to the Wilcox Family Limited Partnership was because Larry Wilcox told my father and me that he did not want the Wilcox Family Limited Partnership to control both UC Hub and PSPP (through the Preferred Shares it would have had such control) at the same time because of “self dealing” problems. Thus, immediately after the Wilcox Family Limited Partnership sold UC Hub in August 2007 Wilcox “suddenly” decided he wanted Piedmont’s Preferred Shares.
7. Larry Wilcox told me in person and by telephone several times between April 10, 2006 and July 31, 2007 the following:
(a) The April 10, 2006 Acquisition Agreement for eSafe, Inc. was never fully consummated because eSafe never met certain financial benchmarks, and therefore was being changed; and
(b) The 1,000,000 PSPP Preferred Shares were still owned by Piedmont Properties.
8. On August 16, 2007 I was forced by means of the following threats to sign the following documents: an “Escrow Agreement” (Exhibit E is a true and correct copy of that agreement; I never received a copy executed by Hank Gracin), a “Pledge and Security Agreement” (Plaintiffs’ Exhibit 5), two “Letters of Resignation” (Plaintiffs’ Exhibits 6-7), a “Secured Promissory Note” and “Note Purchase Agreement” (Exhibit F is a true and accurate copy thereof), and PSPP Board of Directors’ Written Consent (Plaintiffs’ Exhibit 8). I was told that I was going to a meeting where Larry Wilcox would be waiting to talk to Leonard Gotshalk and me to sort things out once and for all. I was picked up by a driver in a Rolls Royce Phantom by Michael Guss’s assistant/driver (who was Galina Vaynter’s brother in law), and taken to an office of Michael Guss on San Vicente Blvd. in Bel Air, CA. Michael Guss was one of Larry Wilcox’s associates (Exhibit G is a true and correct copy of a letter I received that shows the relationship between Larry Wilcox and Michael Guss). Neither Larry Wilcox nor my father, Leonard Gotshalk, was present at this office. Michael Guss told me that: (i) Larry had borrowed over $1,500,000 from an Italian Muslim fund overseas, and that they had waited long enough for their money; (ii) Larry Wilcox has blamed my father and I for all of Larry Wilcox’s wrongdoings; (iii) there were “no more options,” and Mr. Resi’s group were now going to come and get their $1,500,000 from me or PSPP if I did not comply with their demands; and (iv) if I did not resign and sign these documents prepared by Larry Wilcox that I would be in “GRAVE DANGER,” that my family and I would “be taken down” and my “life would be ruined” by the not so “ boy scout type of men,” and that Larry Wilcox had blamed all the money being spent, and all of the PSPP shares that were sold in the market, on me, my father, Leonard Gotshalk, and my sister, Cherish Adams. I also learned subsequent to the meeting that Michael Guss was connected to organized crime, and has been convicted of money laundering, as stated in footnote 4 on page 4 of Exhibit H, which is a true and correct copy of pages 1-5, and 24 of NASD’s February 12, 2007 DECISION in Complaint No. C06040027. Because of these threats I understand and believe that my purported resignation and the above other documents I signed on August 16, 2007 are null and void.
9. The above threats were subsequently confirmed by Michael Guss in his September 6, 2007 e-mail to Galina Vaynter, which she forwarded to me (Exhibit I is a true and correct copy thereof). More specifically that e-mail stated in part that a false 8-K would be filed to hurt me and my family’s reputation, that we were all up against the Italian Muslims with extremely deep pockets, and that these men would not stop until they had recovered from me and PSPP all their losses that Larry Wilcox had caused. I was very confused because Larry Wilcox spent all this money on his own; he never even disclosed to PSPP that he had borrowed money using PSPP stock as the vehicle for raising these funds with the Italian Muslims.
10. In addition, Larry Wilcox (telephonically) and Michael Guss both told me on August 16, 2007 that if I resigned and if I signed the other documents in paragraph 8 above, I would receive my past due salary for 2.8 years of service and all monies owed to me and my sister, Cherish Adams, up to that date. Since this representation to me was never kept, and I never received that promised consideration for my resignation, I understand and believe that my purported resignation and such other documents are also null and void for this reason in itself.
11. Furthermore, Michael Guss also told me on August 16, 2007 that he was heading to Wilcox’s house right away and would have him (i) sign an indemnity and a release for Cherish Adams and me that was drafted by Mr. Rick Weed (Exhibit J is a true and correct copy thereof), and (ii) initial next to the common stock 6 million share figure in paragraph 2 of the Secured Promissory Note (Exhibit F), because this was the only common stock we owned. Since neither of these was done by Larry Wilcox, I understand and believe that my purported resignation and the above other documents are also null and void for this reason in itself.
12. Contrary to paragraph 17 of the Wilcox Decl., the signed PSPP September 20, 2007 letter attached hereto as Exhibit O (which is a true and correct copy thereof) confirm that Wilcox approved the selling of over 8,250,000 PSPP shares into the market in September 2007; which I believe and understand was a major reason for PSPP’s stock decline. Wilcox and (on information and belief) Laurel Poffenroth, the transfer agent at Pac West Transfer, arbitrarily decided whose shares were permitted to be sold and whose shares were not permitted to be sold, as stated in my October 12, 2007 letter to Laurel Poffenroth (Exhibit L is a true and correct copy of the unsigned version thereof). The attached documents (Exhibit M are true and correct copies thereof) from Larry Wilcox, David Ostrower, and Laurel Poffenroth, also indicate that they arbitrarily decided who could and who could not sell their PSPP shares.
13. PSPP’s employees and I did all of the work to file PSPP’s 10-Q for June 30, 2007. However, Larry Wilcox replaced it with financial statements that in certain respects were false and inaccurate. See, for example, the “CASH FLOWS FROM OPERATING ACTIVITIES” for the three months ending June 30, 2007 which states the amount was ($97,398), while in fact the figures total ($383,567) in PSPP’s 10-QSB filed August 20, 2007 (Exhibit N is a true and correct copy of page 5 thereof.)
14. After I was forced to resign on August 16, 2007 as a result of the above described duress and coercion, on information and belief, Larry Wilcox and his associates falsified their credentials in order to change the Edgar codes that I had in my possession. Contrary to paragraph 11.a. of the Wilcox Decl., on information and belief, Wilcox or David Ostrower called the SEC in late August 2007 using my name and changed the Edgar codes. The codes were granted back to me by the SEC because PSPP never gave the Edgar codes to Wilcox.
15. Contrary to paragraph 12 of the Wilcox Decl., I personally purchased three domain names in May of 2007 with my own funds (Exhibit O is a true and correct copy of the receipt for such purchase). PSPP never paid me for such purchase, nor did PSPP pay my salary for the past 2.8 years. These domain names were not part of the April 10, 2006 eSafe Acquisition Agreement. Wilcox took these domains hostage by illegally procuring my domain and password, and used them from one of his associate’s BZcom’s website. After seeing that Larry Wilcox was using the websites to disseminate false information and attempting to hurt my family and me with false investor relations emails from the website directed at my father and me, I took the domain names back into my possession.
16. Contrary to pargraph 7 of the Wilcox Decl., the accusation that I illegally sold PSPP shares is false. A copy of the original PSPP stock certificate I received on December 21, 2005, which is still in my possession, is attached hereto (Exhibit P is a true and correct copy thereof). During the 90-day period May 30, 2007 to August 31, 2007, Top Flight Consulting, LLC, a company I am a director of (and not me), sold 83,500 PSPP shares; and for the period from September 1, 2007 to date Top Flight Consulting, LLC (and not me) sold 100,000 shares. Any PSPP shares that Top Flight sold had the proper Rule 144 paperwork filed with the selling broker. The Rule 144 paperwork Top Flight filed with the broker allowed it to sell 640,000 PSPP shares in any 90-day period.
17. Contrary to paragraph 14.f. of the Wilcox Decl., Leonard Gotshalk has no influence or control over my decisions in connection with PSPP or its stock.
18. Contrary to paragraph 14.d. of the Wilcox Decl., Larry Wilcox repeatedly told me during 2006-2007 about Leonard Gotshalk’s criminal conviction. My father disclosed this in my presence numerous times with Larry Wilcox present. I was also present in a meeting with Rick Weed, Larry Wilcox, and my father, Leonard Gotshalk, in early 2006 where Leonard Gotshalk’s criminal conviction was disclosed.
I declare under penalty of perjury, under the laws of the United States of America and the State of California, that the foregoing is true and correct and that this declaration was executed this 6th day of November, 2007, in Venice, California.
_______________________
Kyle Gotshalk