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nice red as expected
yeah the other way,to sell
think what you want,after a gain like that it can go anywhere,up more?I doubt that,down,hell yes
yeah ok,thats it
yeah like go to 0.0040 or less
well its back under .01
well the bid side is for now,unless you dont have l2
gone now
Nope,if you are call them up and tell them and ask for free trades.they will give it to you
dip here
HAHA! that will never happen from these guys.The only time they would do that is if a storm hit and they come out with some line of BS of generators being used to help out and never showing any types of contracts.Contracts will never be shown here again.
post in jail what happened?
thats what i was going to say.he says it with conviction.
i HATE TRIPLE ZERO STOCKS
bank on this not hitting .02 this year.
its May
165k buys 115 k sells ihub delayed
bottom line is this is going to sit in this damn range until the friggin Q is off
amazing how this cant hold a pps after this..30 should have been broken.
just added the first paragraph,i missed that
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 1 of 13
ORDER CONFIRMING PLAN OF REORGANIZATION
The Court having held a hearing on Monday, March 21, 2011 at 9:30 a.m. to consider
confirmation of the Debtors’ Third Amended Plan of Reorganization (D.E. # 384) (the “Plan”)
under Chapter 11 of the Bankruptcy Code filed by QSGI, INC., QSGI-CCSI, INC. and
QUALTECH SERVICES GROUP, INC., and dated February 1, 2011; and
The Plan having been transmitted to all creditors (Secured and Unsecured), all equity
security holders and all interested parties; and
The Court having rendered findings of fact in accordance with Fed.R.Civ.P. 52 made
applicable herein pursuant to Fed. R. Bankr. P. 7052 and 9014(c), and having determined that:
1. The Plan has been accepted in writing by the claimants of the Debtors whose
acceptance is required by law;
ORDERED in the Southern District of Florida on May 04, 2011.
Erik P. Kimball, Judge
United States Bankruptcy Court
__________________________________________________________
2. The provisions of 11 U.S.C. 1129 have been complied with and the Plan has been
proposed in good faith and not by any means forbidden by law;
3. All impaired classes have accepted the Plan;
4. The identities, qualification and affiliation of persons who are to be directors or
officers of the Debtors after confirmation of the Plan, have been fully disclosed and the
appointment of such persons to such offices, or their continuance therein, is equitable and
consistent with the interest of the claimants and interest holders and with public policy;
5. The identity of any insider that will be employed or retained by the Debtors and
compensation to such insider has been fully disclosed;
6. The confirmation of the Plan is not likely to be followed by the liquidation, or the
need for further financial reorganization, of the Debtors except to the extent and as provided in
the Plan;
7. The Debtors have provided sufficient notice of (a) the Plan and Disclosure
Statement, (b) the deadline to file and serve objections to confirmation of the Plan, (c) the
deadlines for voting on the Plan, and (d) the hearing date on confirmation of the Plan. The
Debtors have afforded all parties in interest with an adequate opportunity to be heard regarding
the Plan. The Debtors served the Plan and Disclosure Statement on all creditors and all equity
holders entitled to vote on the Plan and creditors holding claims to which the Debtors have filed
objections, but which objections have not been resolved. The Plan and Disclosure Statement
were served on all other parties requesting notice. Therefore, notice of the Plan and Disclosure
Statement, and the opportunity to vote and object, were provided as required under Title 11 of
the United States Code (the "Bankruptcy Code");
8. The Debtors’ solicitation of acceptances of the Plan was conducted in good faith
and in compliance with all applicable provisions of the Bankruptcy Code;
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 2 of 13
3
9. The Plan complies with all applicable provisions of the Bankruptcy Code;
10. The Debtors and the Debtors’ attorney, Michael A. Kaufman, P.A., have
complied with all applicable provisions of the Bankruptcy Code;
11. With respect to the requirements of 11 U.S.C. § 1129(a) as applicable to the Plan,
the Court finds as follows:
a. Copies of the Plan, Third Amended Disclosure Statement (D.E. # 383),
Disclosure Approval Order (D.E. # 385) and Ballots were mailed to all
shareholders of the Debtors as of the Shareholder Record Date pursuant to the
Debtors’ Third Amended Disclosure Statement. Copies of the Plan, Third
Amended Disclosure Statement (D.E. # 383), Disclosure Approval Order
(D.E. # 385) and Ballots were mailed to all Creditors and Equity Holders of
the Debtors as shown on the Debtors’ Certificate of Service (D.E. # 448). The
Court hereby expressly finds that (i) timely and proper notice of the
Confirmation Hearing and time fixed for filing objections to and Ballots on
the Plan was given to all appropriate Creditors and Holders of Equity Interests
of the Debtors and all parties in interest; (ii) such notice was adequate and
sufficient to notify all Creditors and Holders of Equity Interests of the Debtor
and all parties in interest of the Confirmation Hearing and the objection and
voting deadlines as to the Plan; and (iii) such notice complied in all respects
with the procedural orders of this Court, the Bankruptcy Code, the Bankruptcy
Rules, including without limitation Bankruptcy Rules 2002, 3018, and 9006,
and the Local Rules, and otherwise satisfied the requirements of due process.
No other or further notice is required.
b. The Plan meets the requirements of 11 U.S.C. § 1129(a)(l), as the Plan
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 3 of 13
4
complies with each of the applicable provisions of Title 11 of the United
States Code, including without limitation the provisions of 11 U.S.C. §§ 1122
and 1123.
c. As required by § 1129(a)(2) of the Bankruptcy Code, the Debtors as the
proponents of the Plan have complied with the applicable provisions of Title
11 of the United States Code. Without limiting the generality of the foregoing
and by way of example, the Debtors as duly authorized plan proponents, have
complied with the disclosure and solicitation requirements of §§ 1125 and
1126 of the Bankruptcy Code.
d. The Plan meets the requirements of 11 U.S.C. § 1129(a)(3) because the Plan
has been proposed in good faith and has not been proposed by any means
forbidden by law.
e. The Plan meets the requirements of 11 U.S.C. § 1129(a)(4) because any
payment made or to be made by the Debtors, in their capacity as debtors or as
proponents of the Plan, or by any person issuing securities or acquiring
property under the Plan, for services or for costs and expenses in or in
connection with this case, or in connection with the Plan and incident to this
case, has been approved by the Court as reasonable.
f. The Plan meets the requirements of 11 U.S.C. § 1129(a)(5), because (i) the
identity and affiliations of all persons who are to serve as directors or officers
of the Reorganized Debtor or a successor to the Reorganized Debtor under the
Plan on the Effective Date have been fully disclosed, (ii) the appointment of
such persons to such offices, or their continuance therein, is equitable and is
consistent with the interests of the Creditors and Holders of Equity Interests
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 4 of 13
5
and with public policy, and (iii) the identity of, and the nature of any
compensation for, any insiders that will be employed or retained by the
Reorganized Debtor have been fully disclosed.
g. The Plan meets the requirements of 11 U.S.C. § 1129(a)(6) because no
governmental regulatory commission now has, or will have after Confirmation
of the Plan, jurisdiction over any rates of the Debtor or the Reorganized
Debtor.
h. The Plan meets the requirements of 11 U.S.C. § 1129(a)(7), with respect to
each impaired Class of Claims or Equity Interests, as each Holder of a Claim
or Equity Interest of such Class (i) has accepted the Plan or (ii) will receive or
retain under the Plan on account of such Claim or Equity Interest property of a
value, as of the Effective Date of the Plan, that is not less than the amount that
such Holder would so receive or retain if the Debtors were liquidated under
Chapter 7 of Title 11 of the United States Code on such date.
i. The Plan meets the requirements of 11 U.S.C. § 1129(a)(8) because with
respect to each Class of Claims, (i) such Class has accepted the Plan or (ii)
such Class is not Impaired under the Plan.
j. The Plan meets the requirements of 11 U.S.C. § 1129(a)(9) with respect to the
treatment of the Classes of Claims enumerated therein, as applicable and
provided for under the Plan.
k. The Plan meets the requirements of 11 U.S.C. § 1129(a)(10) because all
Impaired Classes of Claims have accepted the Plan, determined without
including any acceptance of the Plan by any insider holding a Claim of such
Class.
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 5 of 13
6
l. The Plan meets the requirements of 11 U.S.C. § 1129(a)(11) because
Confirmation of the Plan is not likely to be followed by the liquidation, or the
need for further financial reorganization, of the Debtors, the Reorganized
Debtor, or any successor thereto under the Plan. The Debtors have
demonstrated the likelihood that the Reorganized Debtor will be able to meet
its respective financial and other obligations under the Plan and documents
ancillary thereto. The Plan is feasible.
m. The Plan meets the requirements of 11 U.S.C. § 1129(a)(12) because all fees
payable under 28 U.S.C. § 1930 through the date of entry of this Confirmation
Order have been paid by the Debtors or shall be paid by the Debtors as set
forth below in this Confirmation Order. All fees payable under 28 U.S.C. §
1930 for the periods following Confirmation of the Plan shall be paid as set
forth below in this Confirmation Order.
n. The Plan meets the requirements of 11 U.S.C. § 1129(a)(13) because the
Debtor has no "retiree benefits" (as such term is defined in Section 1114 of the
Bankruptcy Code) payable pursuant to 11 U.S.C. § 1114.
o. All Classes of Claims and Equity Interests under the Plan have accepted the
Plan and, therefore, the provisions of 11 U.S.C. § 1129(b) are inapplicable.
p. The Plan meets the requirements of 11 U.S.C. § 1129(d) as the principal
purpose of the plan is not the avoidance of taxes or the avoidance of the
application of Section 5 of the Securities Act of 1933.
The Court has considered the Third Amended Disclosure Statement (D.E. # 383) and the
Plan (D.E. # 384), the evidence presented, the presentations of counsel, the Affidavit of Marc
Sherman (D.E. # 635), and the Certificate of Plan Proponent (D.E. # 636), and the record before
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 6 of 13
7
the Court in these cases, and based thereon,
IT IS THEREFORE:
ORDERED that the Plan is hereby confirmed as to QSGI, INC., QSGI-CCSI, INC. and
QUALTECH SERVICES GROUP, INC.; and it is further
ORDERED that the Court shall retain jurisdiction as provided in the Plan until there is
substantial consummation of the Plan; and it is further
ORDERED that the Debtors shall pay the United States Trustee the appropriate sum
required pursuant to 28 U.S.C. § 1930(a)(6) within ten (10) days of the entry of this
Confirmation Order for pre-confirmation periods and simultaneously provide to the United
States Trustee an appropriate affidavit indicating the cash disbursements for the relevant period;
and it is further
ORDERED that the Reorganized Debtor shall further pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6) based upon all disbursements of the
Reorganized Debtor for post-confirmation periods within the time period set forth in 28 U.S.C. §
1930(a)(6), until the earlier of the closing of this case by the issuance of a Final Decree by the
Court, or upon the entry of an Order by this Court dismissing the Cases or converting the Cases
to another chapter under the United States Bankruptcy Code, and the party responsible for
paying the post-confirmation United States Trustee fees shall provide to the United States
Trustee upon the payment of each post-confirmation payment an appropriate affidavit indicating
all the cash disbursements for the relevant period; and it is further
ORDERED that the Debtors shall pay the Clerk of the Court any outstanding fees and
costs within fifteen (15) days of the entry of this Order; and it is further
ORDERED that the Debtors’ Plan is hereby amended to reflect that the Effective Date of
the Plan shall be forty-five (45) days from the date of entry of this Order; and it is further
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 7 of 13
8
ORDERED that this Order hereby corrects the scrivener’s error contained in the
Debtors’ Plan to reflect that in the event that Michael A. Kaufman, P.A. elects to receive equity
in the Reorganized Debtor as the form of payment for his approved fees, Michael A. Kaufman,
P.A. shall receive 3,524,000 shares of the common stock of the Reorganized Debtor as has been
adequately disclosed in the Debtors’ Third Amended Disclosure Statement and Plan; and it is
further
ORDERED that the Reorganized Debtor is hereby named as disbursing agent without
additional compensation, bond is waived, and the disbursing agent is directed to make all of the
distributions under the Plan; and it is further
ORDERED that Michael A. Kaufman, P.A. is hereby authorized to transfer the amount
of $50,000.00 from his trust account to the Reorganized Debtor on or after the Effective Date.
Said funds shall be deposited into a segregated account by the Reorganized Debtor for the
benefit of the General Unsecured Creditors as set forth in the Plan; and it is further
ORDERED that Michael A. Kaufman, P.A. is hereby authorized to transfer the amount
of $2,302.60 from this trust account to Victory Park as part of the carve-out for non-professional
administrative expenses on or after the Effective Date; and it is further
ORDERED that Michael A. Kaufman, P.A. is hereby authorized to transfer the amount
of $25,000.00 on or after the Effective Date, from his trust account to the Reorganized Debtor to
be utilized for the payment of any fees due and owing to Morison Cogen subject to the terms of
the employment of Morison Cogen in this Chapter 11 case; and it is further
ORDERED that pursuant to 11 U.S.C. § 1146(a) no taxing authority may impose any tax
under any law imposing a stamp tax or similar tax based on the issuance, transfer or exchange of
a security, or the making or delivery of any instrument of transfer as contemplated by the Plan,
or the issuance, transfer or exchange of a promissory note, bond or written obligation for the
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 8 of 13
9
payment of money or the making, delivery or recordation of a mortgage, trust, deed, security
agreement or other evidence of indebtedness arising in connection with any settlement entered
into in this bankruptcy case, even those which are consummated post-petition, as all such
settlements are essential to consummate and implement the Plan; and it is further
ORDERED that all capitalized terms used in this Confirmation Order but not defined
herein shall have the meaning ascribed to such terms in the Plan; and it is further
ORDERED that the Debtors and the Reorganized Debtor and each of their respective
directors, officers and agents are authorized and directed to take all such steps as may be
necessary to effectuate and implement the Plan and this Confirmation Order, including, without
limitation, the execution and delivery of all instruments of transfer, agreements and other
documents (and any amendments, supplements or modifications to any of the foregoing) as may
be appropriate or necessary to consummate the transactions contemplated by the Plan and this
Confirmation Order; and it is further
ORDERED that on the Effective Date, without any further action by any party, except as
otherwise expressly provided in the Plan, all Property of the Estate shall revest in the
Reorganized Debtor free and clear of any and all Liens, Debts, obligations, Claims, Cure Claims,
Liabilities, Equity Interests, and all other interests of every kind and nature; and it is further
ORDERED that the entry of this Confirmation Order acts as a full and complete
discharge of all Claims, Debts, Liabilities, and/or interests arising from, relating to or in
connection with Unsecured Claims, except as otherwise provided in the Plan; and it is further
ORDERED that all matters provided for under the Plan involving the corporate structure
of the Debtors or the Reorganized Debtor, or any corporate action to be taken by or required of
the Debtors or the Reorganized Debtor, shall be deemed to have occurred and be effective as
provided in the Plan or in this Confirmation Order, and shall be authorized and approved in all
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 9 of 13
10
respects without any requirement for further action by the shareholders or directors of the
Debtors or the Reorganized Debtor; and it is further
ORDERED that following the Effective Date, neither the Debtors nor the Reorganized
Debtor shall have any obligation to object to, or pay, any Allowed Claims, except as otherwise
provided for under the Plan; and it is further
ORDERED that the Debtors and the Reorganized Debtor shall be discharged on the
Effective Date from any and all Claims, Debts, Liens, encumbrances, contract rights, rights of
setoff, or liabilities of any nature (whether contingent, fixed, liquidated, unliquidated, matured,
unmatured or disputed) that arose from any acts or conduct of the Debtor occurring prior to the
Effective Date, except as otherwise provided for under the Plan; and it is further
ORDERED that all rights of Holders of Claims or Equity Interests of all Classes under
the Plan, including, without limitation, the right to receive distributions on account of such
Claims or Equity Interests, hereafter shall be limited solely to the right to receive such
distributions exclusively according to the Plan, the provisions of which shall be binding on such
Holders to the fullest extent provided by Section 1141(a) of the Bankruptcy Code. After the date
hereof, the Holders of such Claims or Equity Interests shall have no further rights against the
Debtors or the Reorganized Debtor except as expressly provided in the Plan; and it is further
ORDERED that except as otherwise provided in the Plan or in this Order, with
respect to post-petition actions, on the Effective Date, the Debtors and all persons,
interested parties and Entities shall be conclusively presumed to have released the
following parties (but solely to the extent set forth below): all Professionals, KruseCom,
LLC, and Reorganized Debtor (each of the foregoing, a "Released Party" and together, the
"Released Parties"), from any Claim or Cause of Action based on, arising from, or in any
way connected with, (A) the Cases (including, without limitation, any actions taken and/or
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 10 of 13
11
not taken with respect to the administration of the Estate or the operation of the business of
the Debtors); (B) the Plan or the Distributions received thereunder; and (C) the
negotiation, formulation, and preparation of the Plan, except to the extent any such claim
or Cause of Action against any Released Party arises solely as a direct result of that
Released Party's fraud, gross negligence or willful misconduct. Notwithstanding the
foregoing, nothing in the Plan or this Order shall release, discharge, enjoin or bar, or have
any res judicata or preclusive effect upon, any Claim or cause of action against any person
or Entity, relating to the formation or operation of KruseCom, including, without
limitation, claims against current or former insiders of the Debtors for breach of fiduciary
duty or for usurping corporate opportunities. Except as otherwise provided in the Plan or
in this Order, on and after the Effective Date, each holder of a Claim against the Debtors
shall be deemed to have released unconditionally all the Released Parties from any and all
Claims, obligations, rights, suits, damages, causes of action, remedies and liabilities
whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or
unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in
law, equity or otherwise, that such person or Entity would have been legally entitled to
assert (whether individually or collectively), based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place on or before the
Effective Date, except to the extent necessary to enforce the provisions of the Plan.
Further, pursuant to Section 1141(d)(3)(B) of the Bankruptcy Code, any release will be
granted only so long as business operations of the Reorganized Debtor commence promptly
after the consummation of the Plan. Notwithstanding the foregoing, there will be no
release for fraud, gross negligence, and willful misconduct. Notwithstanding any provision
to the contrary, no provision of the Plan, Disclosure Statement or this Order shall (i)
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 11 of 13
12
discharge or release the Debtors, the Reorganized Debtor or any other person or entity
from any Claim, obligation, right, suit, damages, cause of action, remedy, or liability held
or assertable by the United States Securities and Exchange Commission, whether
liquidated or unliquidated, fixed or contingent, matured or unmatured, known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise,
or (ii) enjoin, impair or delay the United States Securities and Exchange Commission from
commencing or continuing any Claims, causes of action, proceedings or investigations
against the Debtors, the Reorganized Debtor or any other person or entity in any nonbankruptcy
forum, and in each case, regardless of whether such Claim, right, suit,
damages, cause of action, remedy, liability, proceeding or investigation arose prepetition or
post-petition, or relates to prepetition conduct or postpetition conduct. Notwithstanding
the foregoing, any prepetition monetary claims that the United States Securities and
Exchange Commission may have against the Debtors shall be discharged under the Plan
but only to the extent set forth in the Plan and this Order and as provided by Section 1141
of the Bankruptcy Code. The Debtor has satisfied the disclosure requirements set forth in
Bankruptcy Rule 3020(c)(1) as to such provisions; and it is further
ORDERED that QSGI-CCSI, Inc., Case Number: 09-23659-EPK and Qualtech Services
Group, Inc., Case Number: 09-23660-EPK, the Liquidated Debtors, are hereby substantively
consolidated with QSGI, Inc., Case Number: 09-23658-EPK. The Debtors will file a Notice of
the Effective Date with the Court. Upon receiving the notice, the Clerk of the Court is hereby
directed to close the separate cases of QSGI-CCSI, Inc. and Qualtech Services Group, Inc., as of
the Effective Date; and it is further
ORDERED, the Reorganized Debtor shall be responsible for filing appropriate monthly
disbursement reports with the Court until the Reorganized Debtor case is closed; and it is further
Case 09-23658-EPK Doc 661 Filed 05/04/11 Page 12 of 13
13
ORDERED the Reorganized Debtor shall be responsible for filing the Final Report and
Motion for Final Decree Closing Case (the “Final Report”) for the case; and it is further
ORDERED that all matters not specifically addressed within this Confirmation Order
shall be governed by the Debtors’ Plan; and it is further
ORDERED in the event of any inconsistency between this Confirmation Order and the
Plan, this Confirmation Order shall control and be binding; and it is further
ORDERED that the Court shall conduct a post-confirmation status conference on July 7,
2011 at 1:30 p.m. at the United States Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, Room 801, Courtroom B, Flagler Waterview Building, 1515 North
Flagler Drive, West Palm Beach, Florida 33401, to determine whether the Debtors have
complied with the provisions of this Order and the implementation of the Plan.
# # #
Submitted by:
Michael A. Kaufman, Esq.
Florida Bar No.: 0628042
MICHAEL A. KAUFMAN, P.A.
Attorney for Debtor In Possession
1655 Palm Beach Lakes Boulevard, Suite 1012
West Palm Beach, FL 33401
(561) 478-2878 - Telephone
(561) 584-5555 - Facsimile
michael@mkaufmanpa.com – Email
Attorney Michael A. Kaufman is directed to serve copies of this order on all interested parties
and to file a certificate of service.
new pps prediction?lol!
the more you dig up does not compute to a lower pps.
how quickly you keep changing your predictions.
chrisduo Member Profile chrisduo Share Wednesday, March 23, 2011 6:15:35 PM
Re: buccaneer1961 post# 46163 Post # of 53993
id say we get to 1 dollar in 3 months
yeah,like you are controlling your followers with mind control.
Actually i was the first to post on this board to reccommend this at around .28 or something like that just based on the pr i saw and knowing what the other stock was doing.check back and you will see.I know better as far as these stocks go.there were 24 followers on this when i advised on it and it ran hard,now everyone comes in like they know the ceo personally and where this is going but in fact its not so get it straight.this will never see those highs ever again and you can mark this post and come back and tell me if i was wrong.
No,this actually only ran up because of the other lithium play as it ran the first and second day.its pretty much over now.yeah ok,real this real that,its still going down.it was riding the coattails of the other stock
i made no post saying someone made me buy.i did that myself but i learn fast and got out as fast as i got in
by then it will be .04 and bring it back to this pps,so if you own now you get squat
no,was a wrong turn looking at this
your right i did for the last few i had but i learned real fast of pos stocks and pumpers,but i did not whack .08 ,going lower pos!
and thats the only reason why it is up from there
yeah must be the pump team i guess
Really? more like pos status to me!I got out in time though yesterday and the last few today.
that is spot on.he will show up on a 2 cent gain day though
Massive volume!
I am in at .11 just trying to justify holding this.Still no buying today.being up .05 on 59k means nothing to me.
1.5 mil and you say dollars?what does sdad have to justify dollars?still looking for it.can't even get buys in over 2 hours here today.
Tell me what they have or will have to justify that statement.