I am not doing a lot. I am retired. Doing a bit of share trading and own a bit of real estate.
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WHICHEVER BAXA EXEC THAT WAS STUPID ENOUGH TO FALL IN WITH CDEX HAS MOST LIKELY BEEN PUNISHED ENOUGH.
But who really cares anymore??
I do not bleeve that HIZZONOR will approve it.
But WHO CARES??
200K is petty change box money for BAXSTER/BAXA.
Hearing on the BAXA escrow fund to be held on 2 April.
200 K bucks that CDEX wants to give back to BAXA..
CREDITORS expected to object on grounds of preferential treatment.
I Do Not Give A Flip One Way Or Another!!!(IDNGAFOWOA).. (Pronounced IDINGALAFOWER)..
Have at it BOYOS AND GIRLYOS. And damned be Him or Her that first cries..HOLD, ENOUGH!!
Philanthropist?
Not hardly. John D. Rockefeller and Edison and Ford and the like, including in latter days Bill Gates, qualify for that terminology.
Very wealthy men and their families that used a large portion of their wealth for public good..creating foundations, founding colleges and other schools, founding research institutions to stamp out chronic diseases, ETC. ETC.
ROCKEFELLER can be said to represent the ultimate Philanthropist.He started it all.
IF CDEX ever makes it big, and JB becomes a BILLIONAIRE as a result..then he can claim that title by doing as GATES and ROCKEFELLER did or is doing.
ONLY problem is, the PHARMACIES are not impressed. Nor is LAW ENFORCEMENT. So selling them on Valimed regardless of what package it is in ...has been a bust. Or on the MYTH GUN. NOBODY much seems to want it...ALAS!!!!
JB has a history of being HIGHLY ETHICAL and HONEST DEALING. THE ENVY OF ALL, and a glowing example for all to admire and follow.
RIGHT?? COURSE to hell, all that is RIGHT!!!
UNDER HIS guidance, CDEX will fulfill its destiny and become a dominant factor in getting the hospital Pharmacies shipshape, saving lives and not only that, busting DRUGGIES and helping the POLICE AND COURTS to making it a safer world out there!!!!!!
IF ONLY the court will allow him to get that LOAN!!!!
YEP!!!! LOL!!!!!!!!!!!!!!!
JB is saying in his filing fhat as a busnessman and CEO, that his "Judgement" should be the ruling opinion that the court should honor.
He cites precedents in support of that and then lays BOOLSHEET after BOOLSHEET on the court about how great CDEX is. And how it ain't HIS fault that he has to subject himself to the mercy of the court by having to file BK to get MP and them other RAPSCALLION creditors offen his back.
AFTER all, he is hinting, it is NOT his fault that CDEX is in this mess. He is merely trying his damndest to square things up
and get CDEX shipshape.
NOT ONLY is MP the main culprit in leaving him a crippled CDEX to straighten out, but also here he comes just as things are looking up, and by filing a demand for payment, FORCED..YEAH, BY DANG, FORCED!! him to file BK to get time (AND MONEY) to finish the job of make things shipshape, and get CDEX profitable.
AFTER ALL, aint he got him SCADS of hospitals out there JUST CLAMORING FOR ONE OR EVEN MORE OF THEM G4S??? CANNOT NAME them of course..WOULD not BE ethical TO DO that!!
SUCH BOOLSHEET!! Do ye reckon the COURT will fall for that??
CONFIRMATION OF REORG PLANS..
In order to confirm the plan, the court must find, among other things, that: (1) the plan is feasible; (2) it is proposed in good faith; and (3) the plan and the proponent of the plan are in compliance with the Bankruptcy Code. In order to satisfy the feasibility requirement, the court must find that confirmation of the plan is not likely to be followed by liquidation (unless the plan is a liquidating plan) or the need for further financial reorganization.
Name added to non-secured creditors committee..Lucas Baer..
already on the list Cynthia Sampson, Daniel Gropp and MP..through his IAM thing..
But lately, I have a feeling that the shareholders no longer give a damn.
They rightly figger that if CDEX has not sold anything worth whooping about in over a decade, it is unlikely that they will now.
And they already tried a P&D...which fizzled out. Hit a dime, then fell.
WhAT IT WOULD ALSO mean though, is that if the court approves the loan, leaving assets intact, that any decision re the disposal of the assets would be postponed until CDEX defaulted on the new loan. (Inevitable, of course).
Everyone would keep their shares. (WHOOPEE!!!) at least for a little while. Maybe even months from now..
Then the other shoe would fall, the mysterious lender would foreclose..take all the assets AND shares...and ride off into the sunset.
Hard to believe that HIS HONOR would be that gullible..but dang shore possible. Had a hearing on 22 Mar..no ruling yet known.
You may be right. The shareholders might ask the judge to approve the DIP financing...but so far they have not said a lot.
If the JUDGE believes the sheet about ehe products..he may believe the million will make CX well.
This BK was planned not forced
MY BAD...I forgot that he is SOOOOOOOO Honest and upright!! A model citizen, nae doot.
A POSTER BOY FOR AMERICANA is he.
WRONG WAY to persuade the cout tht you are broke and gotta get a DIP loan that you cannot afford..But heck, he is the BIG BIDNESS MON...Not me.
THE COURT COULD also not approve giving BAXA the money ON THE GROUNDS OF SELECTIVE PAYING OF CREDITORS...
and seize it too. His Honor HAS 0 REASON TO FEAR baxa...NOR Baxter..
JUST SOME THOUGHTS FOR THE DAY...AS TB USED TO SAY.
WHY is JB so anxious to give baxa their escrow money? And why is he claiming that he has now got some funds from somewhere coming in to replace them?
Whomever the "parties" are that want to steal the company by making him a loan do NOT want to take on BAXA/BAXTER. So they are sneaking in some funds ahead of time, placing them in escrow against when the court approves the loan. They are seemingly confident that the shareholders will clamour for the JUDGE to approve the loan.
BOY, THEY WOULD BE PISSED IF THE JUDGE SEIZES THAT MONEY as a CDEX asset and distributes it under a Chapter 7!! I mean the LENDERs...maybe shareholders too.
Please note that they won't get a million in one check..if they do get it. It will come in dribbles. The first time they miss a payment paying it back, the lender will foreclose and walk off
with the company..for whatever use they may have for it.
Whomever it is that would lend the money is too smart to let them run a ponzi..paying it back with the funds borrowed.
The trustee says about that in her opposition..
That one is a lie. But so is most of what comes outa CDEX...
1. They ain't got the money to pay for manufacturing.
2. They ain't got the staff to build it themselves. Nor to pay the staff if they had the workers.
3. All it is is a VALIMED in a different package. Maybe an added signature or two. Which is why they call it the VALIMED G4. Or whatever the latest name is they call it by.
4. They do not have any 26 orders. Maybe some inquiries, but no orders.
5. After 10 years of being lied to..are you ready to believe what they say now??
BUT Buuzzard..don't feel sorry for GEMINI...thay have already made money off CDEX..all that trading and shorting etc. They have dictated the SP for years. As you have probably noticed.
Actually, GEMINIs loan would be effectively XXed out. CDEX would pay them sumpin along ONLY if they felt like turning honest and doing the "right" thing. LOL!! Of course, assuming that the COURT
approves the new loan, and JB can deliver a bright new future!!
AND if the COURT approves whatever reorg plan that they come up with.
GOTTA tell you though that it is unlikely...and the court is much more apt, I firmly believe, to change it to a Chp 7.
ANYBODY HERE BUT CLOZER AND JOHN BLEEVE THAT JB CAN MAKE CDEX PROFITABLE USING THE MILLION??
please raise your hands...
HEY..you can almost hear the shareholders saying..we are not gonna lose our shares..and if good ole JB can get his plans approved by the court..we will get rich..
First, it is unlikely that the court will approve..the creditors will surely object..and the TRUSTEE smells a rat. the reoganization plan will have to be approved by the court..and the shareholders at the bottom of the list..shares become worthless.
CDEX would exist no more, and trading under a new symbol would begin.
So gotta wait and see what the court goes for..
BUT MP et al demanding payment DID not trigger the BK..MP may
well have suggested that JB blame him... he was among the highest unsecured creditors, thus offering the best excuse for JB to blame him and move for BK..
LIKE the TRUSTEE..I smell a rat...EXCEPT THAT I SMELL A WHOLE SEWER FULL OF THEM....
JB says that there is no way without the loan, that he can stay in business. Period [color=red][/color]This was true before he filed the the BK.
WHY?? Because he has no product inventory to sell anything from..and his efforts to sell PPs or obtain credit had failed...
DESPITE the demonstration of his wares at SHOWS. He had practically exhausted all of the money CDEX had..only about 7 thousand in the bank.
SOMEONE or some person or some organization or some consortium of people apparently had told him "Get rid of all that debt that you owe and we will lend you UP TO a million.."
JB, by now well versed in filing BK, Blamed MP and a couple of others for filing a demand for payment..then filed for Chapter 11 as a "DEBTOR IN POSSESSSION"..so that he could continue to operate even though he had no money to operate on...and in reality should have filed for chapter 7.
NONE of the CDEX creitors had secured loans..so whatever assets
CDEX had would be distributed to them as second layer claimants..
unless the court approved a reorganization plan..in which CDEX would keep the assets but the creditors would be wiped out...or forced to wait forever for a portion of what they are owed. NO MORE DEMANDS FOR PAYMENT.
NOW the stage is set..So here comes JB, he says to the court..
LET ME GIVE THAT FRIENDLY PERSON(S) A CONTRACT THAT WOULD MAKE THEM SECURED CREDITORS..AND THEY WILL SOLVE EVERYBODIES PROBLEMS BY LENDING CDEX UP TO A MILLION DOLLARS... WE CAN STAY IN BUSINESS FOREVER MORE AND GET ALL THAT STUFF EVERYONE IS EAGER TO BUY READY TO SELL AND SELL IT...NOBODY WOULD LOSE, ALL WOULD GAIN IN THE LONG RUN..WITH ALL THE PESKY CREDITORS UNABLE TO DEMAND PAYMENT, WE CAN GET CREDIT OR SELL PPS ENOUGH TO FINANCE US..ALONG WITH ALL OF THAT PRODUCT THAT PEOPLE ARE SO EAGER TO BUY ROLLING OUT OF THE DOOR.. THAT MILLION BUCKS WILL CURE CDEX FOREVER. (continued)
Here is an easier to read version......of the GEMINI objection to JBs request from the court for prtmission to get a loan......
One South Church Avenue Suite 700
Tucson, Arizona 85701-1611
Telephone: (520) 622-2090
Robert M. Charles, Jr., State Bar No. 007359
Direct Dial: (520) 629-4427
Direct Fax: (520) 879-4705
EMail: RCharles@LRLaw.com
Jeffrey L. Sklar
Email: JSklar@lrlaw.com
Attorneys for Gemini Master Fund, Ltd.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF ARIZONA
In re:
Case No. 4:12-BK-02402-JMM
CDEX INC.,
Chapter: 11
Debtor.
Response to Debtor’s Emergency Motion
for Authority to Obtain Interim and
Long-Term Debtor in Possession
Financing
Date: March 22, 2012
Time: 1:30 p.m.
Creditor Gemini Master Fund, Ltd. (“Gemini”) opposes Debtor’s Emergency
Motion for Authority to Obtain Interim and Long-Term Debtor in Possession Financing
(“Motion”) (Dkt. #26).
Introduction
On just two days notice, Debtor is seeking the Court’s approval to encumber all of
its assets with a post-petition senior lien for up to $1 million.1 The Motion offers no
explanation of its failure to comply with Rule 4001(c)(3), which requires a debtor to
provide 14 days notice before obtaining credit, except in emergency situations. Nor has it
explained why this case presents an emergency.
1 An affidavit from Debtor’s CEO filed late on March 21 suggests that the lien may
actually be for $1.5 million. See Dkt. #31, ¶ 6.a. Of course, whether the lien is for $1
million or $1.5 million is a question that should be answered prior to the day before the
hearing.
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More importantly, the Motion leaves numerous questions unanswered about the use
of the funds that are being requested, the structure of the financing, Debtor’s profitability,
and whether Debtor has complied with the applicable securities laws. Given that the
proposed senior lien could eviscerate any recovery by unsecured creditors if the
reorganization is unsuccessful, Debtor’s failure to provide this information is especially
prejudicial to the creditors.
To be clear, Gemini is not categorically opposed to Debtor obtaining financing.
But before it can determine whether to support or oppose this particular financing request,
Debtor should be required to provide more information about how the financing will be
used. At a minimum, the Court should reset the hearing for sometime after the 14-day
notice period in Rule 4001.
Facts
Debtor filed its Chapter 11 petition more than a month ago, on February 10, 2012.
Its schedules indicate that it has about $425,000 in assets and more than $2.8 million in
liabilities. Dkt. #1 at 8. The assets are primarily in the form of intellectual property,
equipment, and inventory. Id. at 13. The liabilities are all unsecured, and Gemini is the
largest creditor, with a claim Debtor has valued at about $927,000. Id. at 22. Until now,
Debtor has not asked the Court to approve any interim or long-term financing. Debtor has
not yet filed an operating report. Nevertheless, without warning, Debtor filed this Motion
on March 20 and asked for a hearing just two days later.
The Motion provides virtually no detail about the financing. It simply claims that
unnamed “qualified investors may loan debtor monies in a series of transactions totaling
up to one million dollars.” Motion at 4. It also states that the investors — whoever they
are — will “require that they be granted a senior lien against the assets owned by Debtor,”
which would be capped at $1 million. Id. Because Debtor has claimed that its assets total
only about $425,000, this would be a lien against every asset currently held by Debtor for
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more than double their value. The Motion fails to acknowledge this, let alone explain why
it is necessary.
In fact, the Motion fails to explain how the financing will be used. It simply asserts
that it will help prepare Debtor’s product, and it makes the unsupported claim that Debtor
has received a large number of requests for that product. Id. at 3. But it provides no detail
about precisely how the product will be prepared, how many requests have been received,
and how much money is necessary to bring the product to market. Moreover, although an
affidavit from Debtor’s CEO filed late on March 21 suggests that the funds will be used to
pay routine expenses such as payroll, it does not explain how much money is actually
necessary to keep Debtor functioning. Dkt. #31 ¶ 11.
Nor does the Motion explain whether the financing will be sufficient to make
Debtor profitable, which is the only way the unsecured creditors’ interests could be
protected against a senior lien on all Debtor’s assets. It simply makes the bald assertion
that if the Motion is granted, “the interests of all unsecured creditors would remain more
than adequately protected by the development of its products.” Motion at 5.
The motion leaves numerous other basic questions unanswered as well. For
example, while it claims that the financing would be in the form of debt that would be
convertible to equity, it provides virtually no detail about this transaction. It simply
attaches a promissory note with numerous blanks remaining, along with a similarly blank
financing agreement, subscription agreement, and other documents. The promissory note
states that if Debtor exits bankruptcy, the debt will be convertible to equity at $0.05 per
share. The Motion fails to explain whether or how this offering would comply with the
federal and state securities laws.
Argument
As Debtor’s Motion acknowledges, the Court cannot authorize lending in exchange
for a superpriority lien under Section 364(d) unless the debtor has proven that no other
financing was available and has demonstrated the existence of adequate protection. In re
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Plabell Rubber Products, Inc., 137 B.R. 897, 901 (Bankr. N.D. Ohio 1992). Debtor has
failed to prove anything, let alone meet these requirements. Debtor simply asserts that it
could not obtain financing without providing a senior lien. And the CEO’s affidavit states
that Debtor unsuccessfully sought financing from lending institutions and private
individuals. Dkt. #31 ¶¶ 13-14. But his say-so is no substitute for actual evidence. See In
re 495 Cent. Park Ave. Corp., 136 B.R. 626, 630-31 (Bankr. S.D.N.Y. 1992) (“[T]he
debtor must make an effort to obtain credit without priming a senior lien.”).
Before the Court can find that either of Section 364(d)’s requirements have been
satisfied, it should require Debtor to demonstrate at least: (1) who the investors are and
their ability to provide the financing; (2) other efforts Debtor made to secure financing;
(3) Debtor’s current profitability; (4) Debtor’s expected profitability after obtaining the
financing; (5) who has expressed interest in Debtor’s product; (6) how the creditors will be
adequately protected; (7) what the funds will be used for; (8) what the terms of the
financing are; and (9) whether the financing arrangement complies with the applicable
securities laws. Such evidence is especially important because the senior lien Debtor
seeks would cover all its assets and could wipe out the unsecured creditors if Debtor’s
reorganization efforts are unsuccessful.
At a minimum, Debtor should be required to provide the 14-day notice required
under Fed. R. Bankr. P. 4001(c)(3) to obtain credit. This is especially true because
nothing in Debtor’s Motion demonstrates that the estate will suffer “immediate and
irreparable harm” if the financing is not authorized sooner. See Fed. R. Bankr. P.
4001(c)(3).
Conclusion
To be clear, Gemini is not categorically opposed to Debtor obtaining financing.
But this request fails to include a great deal of important information. The Court should
require that this information be provided. At a minimum, it should require that the hearing
be reset for sometime after the 14-day notice period set forth in Rule 4001.
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DATED this 21st day of March, 2012.
LEWIS AND ROCA LLP
By /s/ Jeffrey L. SklarRobert M. Charles, Jr.
Jeffrey L. Sklar
Gemini Master Fund, Ltd.
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Proof of Service
COPY of the foregoing served via the Court’s ECF system and by email on March 21,
2012 to each of the parties listed below, and via first class mail, postage prepaid, addressed
as follows where no email address is listed:
Eric Slocum Sparks
Eric@ericslocumsparkspc.com
Law Offices of Eric Slocum Sparks, P.C.
110 South Church Avenue, #2270
Tucson, AZ 85701
Attorney for Debtor
Elizabeth C. Amorosi
Elizabeth.C.Amorosi@usdoj.gov
Assistant United States Trustee
230 North First Avenue, Suite 204
Phoenix, AZ 85003-1706
Brian A. Laird
Heurlin Sherlock Laird
1636 North Swan Road, Suite 200
Tucson, AZ 85712-4096
blaird@hslazlaw.com
/s/ Renee L. Creswell
Renee L. Creswell
Lewis and Roca LLP
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But this SUMBICH is dead...not even the CAP"N is posting non relevancies about it anymore...and EDGY has flown the COOP..
Them SECers over in LA musta scared him bad..
Or the other INONITS told him to shut his face.
We know that they sold a lot less than 25..which was all they ever built,,,except for a few caged in a brief case that they gave away to a few people.
Now about two more that they re-caged in tin boxes..One pretty tin box, the other out of a junk-yard somewhere.
RYLES has joined the objection of the TRUSTEE and CDEX has filed that the got money coming in from SOMEBODY..up to the usual lies...but this time..lying to the TRUSTEE and the COURT.
That was very good, Arloco..very plain and readable.
The TRUSTEE clearly does not believe that JB should get away with just saying he needs money from the unknown source.
I doubt that the juudge will grant JB what he wants.
Actually, Ms. Trustee...the shares are GROSSLY over valued.
HERE IS A CONVERTED DOCUMENT....
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One South Church Avenue Suite 700
Tucson, Arizona 85701-1611
Telephone: (520) 622-2090
Robert M. Charles, Jr., State Bar No. 007359
Direct Dial: (520) 629-4427
Direct Fax: (520) 879-4705
EMail: RCharles@LRLaw.com
Jeffrey L. Sklar
Email: JSklar@lrlaw.com
Attorneys for Gemini Master Fund, Ltd.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF ARIZONA
In re:
CDEX INC.,
Debtor.
Case No. 4:12-BK-02402-JMM
Chapter: 11
Response to Debtor’s Emergency Motion
for Authority to Obtain Interim and
Long-Term Debtor in Possession
Financing
Date: March 22, 2012
Time: 1:30 p.m.
Creditor Gemini Master Fund, Ltd. (“Gemini”) opposes Debtor’s Emergency
Motion for Authority to Obtain Interim and Long-Term Debtor in Possession Financing
(“Motion”) (Dkt. #26).
Introduction
On just two days notice, Debtor is seeking the Court’s approval to encumber all of
its assets with a post-petition senior lien for up to $1 million.1 The Motion offers no
explanation of its failure to comply with Rule 4001(c)(3), which requires a debtor to
provide 14 days notice before obtaining credit, except in emergency situations. Nor has it
explained why this case presents an emergency.
1 An affidavit from Debtor’s CEO filed late on March 21 suggests that the lien may
actually be for $1.5 million. See Dkt. #31, ¶ 6.a. Of course, whether the lien is for $1
million or $1.5 million is a question that should be answered prior to the day before the
hearing.
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More importantly, the Motion leaves numerous questions unanswered about the use
of the funds that are being requested, the structure of the financing, Debtor’s profitability,
and whether Debtor has complied with the applicable securities laws. Given that the
proposed senior lien could eviscerate any recovery by unsecured creditors if the
reorganization is unsuccessful, Debtor’s failure to provide this information is especially
prejudicial to the creditors.
To be clear, Gemini is not categorically opposed to Debtor obtaining financing.
But before it can determine whether to support or oppose this particular financing request,
Debtor should be required to provide more information about how the financing will be
used. At a minimum, the Court should reset the hearing for sometime after the 14-day
notice period in Rule 4001.
Facts
Debtor filed its Chapter 11 petition more than a month ago, on February 10, 2012.
Its schedules indicate that it has about $425,000 in assets and more than $2.8 million in
liabilities. Dkt. #1 at 8. The assets are primarily in the form of intellectual property,
equipment, and inventory. Id. at 13. The liabilities are all unsecured, and Gemini is the
largest creditor, with a claim Debtor has valued at about $927,000. Id. at 22. Until now,
Debtor has not asked the Court to approve any interim or long-term financing. Debtor has
not yet filed an operating report. Nevertheless, without warning, Debtor filed this Motion
on March 20 and asked for a hearing just two days later.
The Motion provides virtually no detail about the financing. It simply claims that
unnamed “qualified investors may loan debtor monies in a series of transactions totaling
up to one million dollars.” Motion at 4. It also states that the investors — whoever they
are — will “require that they be granted a senior lien against the assets owned by Debtor,”
which would be capped at $1 million. Id. Because Debtor has claimed that its assets total
only about $425,000, this would be a lien against every asset currently held by Debtor for
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more than double their value. The Motion fails to acknowledge this, let alone explain why
it is necessary.
In fact, the Motion fails to explain how the financing will be used. It simply asserts
that it will help prepare Debtor’s product, and it makes the unsupported claim that Debtor
has received a large number of requests for that product. Id. at 3. But it provides no detail
about precisely how the product will be prepared, how many requests have been received,
and how much money is necessary to bring the product to market. Moreover, although an
affidavit from Debtor’s CEO filed late on March 21 suggests that the funds will be used to
pay routine expenses such as payroll, it does not explain how much money is actually
necessary to keep Debtor functioning. Dkt. #31 ¶ 11.
Nor does the Motion explain whether the financing will be sufficient to make
Debtor profitable, which is the only way the unsecured creditors’ interests could be
protected against a senior lien on all Debtor’s assets. It simply makes the bald assertion
that if the Motion is granted, “the interests of all unsecured creditors would remain more
than adequately protected by the development of its products.” Motion at 5.
The motion leaves numerous other basic questions unanswered as well. For
example, while it claims that the financing would be in the form of debt that would be
convertible to equity, it provides virtually no detail about this transaction. It simply
attaches a promissory note with numerous blanks remaining, along with a similarly blank
financing agreement, subscription agreement, and other documents. The promissory note
states that if Debtor exits bankruptcy, the debt will be convertible to equity at $0.05 per
share. The Motion fails to explain whether or how this offering would comply with the
federal and state securities laws.
Argument
As Debtor’s Motion acknowledges, the Court cannot authorize lending in exchange
for a superpriority lien under Section 364(d) unless the debtor has proven that no other
financing was available and has demonstrated the existence of adequate protection. In re
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Plabell Rubber Products, Inc., 137 B.R. 897, 901 (Bankr. N.D. Ohio 1992). Debtor has
failed to prove anything, let alone meet these requirements. Debtor simply asserts that it
could not obtain financing without providing a senior lien. And the CEO’s affidavit states
that Debtor unsuccessfully sought financing from lending institutions and private
individuals. Dkt. #31 ¶¶ 13-14. But his say-so is no substitute for actual evidence. See In
re 495 Cent. Park Ave. Corp., 136 B.R. 626, 630-31 (Bankr. S.D.N.Y. 1992) (“[T]he
debtor must make an effort to obtain credit without priming a senior lien.”).
Before the Court can find that either of Section 364(d)’s requirements have been
satisfied, it should require Debtor to demonstrate at least: (1) who the investors are and
their ability to provide the financing; (2) other efforts Debtor made to secure financing;
(3) Debtor’s current profitability; (4) Debtor’s expected profitability after obtaining the
financing; (5) who has expressed interest in Debtor’s product; (6) how the creditors will be
adequately protected; (7) what the funds will be used for; (8) what the terms of the
financing are; and (9) whether the financing arrangement complies with the applicable
securities laws. Such evidence is especially important because the senior lien Debtor
seeks would cover all its assets and could wipe out the unsecured creditors if Debtor’s
reorganization efforts are unsuccessful.
At a minimum, Debtor should be required to provide the 14-day notice required
under Fed. R. Bankr. P. 4001(c)(3) to obtain credit. This is especially true because
nothing in Debtor’s Motion demonstrates that the estate will suffer “immediate and
irreparable harm” if the financing is not authorized sooner. See Fed. R. Bankr. P.
4001(c)(3).
Conclusion
To be clear, Gemini is not categorically opposed to Debtor obtaining financing.
But this request fails to include a great deal of important information. The Court should
require that this information be provided. At a minimum, it should require that the hearing
be reset for sometime after the 14-day notice period set forth in Rule 4001.
Case 4:12-bk-02402-JMM Doc 32 Filed 03/21/12 Entered 03/21/12 17:23:28 Desc
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DATED this 21st day of March, 2012.
LEWIS AND ROCA LLP
By /s/ Jeffrey L. Sklar
Robert M. Charles, Jr.
Jeffrey L. Sklar
Gemini Master Fund, Ltd.
Case 4:12-bk-02402-JMM Doc 32 Filed 03/21/12 Entered 03/21/12 17:23:28 Desc
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Proof of Service
COPY of the foregoing served via the Court’s ECF system and by email on March 21,
2012 to each of the parties listed below, and via first class mail, postage prepaid, addressed
as follows where no email address is listed:
Eric Slocum Sparks
Here is a converted document....................
Eric@ericslocumsparkspc.com
Law Offices of Eric Slocum Sparks, P.C.
110 South Church Avenue, #2270
Tucson, AZ 85701
Attorney for Debtor
Elizabeth C. Amorosi
Elizabeth.C.Amorosi@usdoj.gov
Assistant United States Trustee
230 North First Avenue, Suite 204
Phoenix, AZ 85003-1706
Brian A. Laird
Heurlin Sherlock Laird
1636 North Swan Road, Suite 200
Tucson, AZ 85712-4096
blaird@hslazlaw.com
/s/ Renee L. Creswell
Renee L. Creswell
Lewis and Roca LLP
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There are layers here that few understand..which makes figuring out motives difficult.
The only safe way to try to understand is to first understnd that they whom are high on the hog in CDEX are without exception lying CROOKS. Maybe the GENERAL on the BOD..is fairly honest..but way too dense and trusting to understand what he is into.
Well AMANITA, assuming that the "NITA" means you are a female..and that you are nae afeerd to send me you email ADDY...I will send you some copies...or you can just wait until I can convert them to word or sumpin.
I am pretty safe to trust with the email...an ancient ole Cuss and never sexually assaulted anybody..But I cannot vouch for all that read this board.
Or yu could become a member..and we could commnicate with the built in email here...much safer in that nobody else can read it except us and the ADMINS. Cost you about 12 bucks a month and you cn quit when yu want to.
I will see if I can convert them so s I can post them here. They are in PDF.
ONE MUST ADMIT that CDEX is first class at IMAGINEING STUFF..
BUT the court MOST LIKELY will dictate a CHAP 7. CDEX has nothing to build upon..especially MONEY...PP sales have been ZERO since the new shares were authorized...except for the shares that the SIGNATORIES got for their TOTALALLY IMAGINARY ONCOLOGY thingy. MP was smart to think of that...
But possibly the SEC was less than thrilled...BTW, EDGY went to talk with the SEC out in LA the other day..and we ain't seen nor heard from him since then..I wonder did they interrogate him re that ONCOLOGY thing?? If so...he would likely try to protect his own BUTT..NO HONOR AMONGST THEIVES ye ken...
This was the first time in history that pure damn HOT AIR was listed in a filing as a PRODUCT...from which income came.
I ain't bleeving even half of what I read in the filings..JB lies about how potentially great CDEX is...I do believe him when he
says CDEX needs money, though. They ain't got any.
GEMINI filing objecting to the "Debtor In Possession" financing that JB claims to have pending if the court approves..has a lot of info in it that I would use if I were filing a friend of the court brief..which I ain't..plus I would add that CDEX ain't got a chance in hell of surviving and surviving off their so called "products"...
No matter how many imaginary uses for them that they are tying to bedazzle the court with.
WHOINHELL would lay out a million bucks on this thing? No matter how great the conditions and terms. I thought it could only be GEMINI promoting themselves to seniour creditor and the only secured one...
But GEMINI has objected..So in my mind arose the POSSIBILITY that MP and maybe the OLD BOYZ have formed a consortium and trying to screw GEMINI over..although GEMINI have no doubt long ago got their money back by trading and shorting of CDEX shares.
WHO ever "wins" this thing and does DIP funding can almost immediately foreclose and get most of their money back..plus own the "stub".LOL!!
All I am certain about right now is that the existing shareholders are ROYALLY SCREWED..whether the court orders a Chp 7 or approves a CHP 11 plan.
PLEASE TAKE NOTICE that an Expedited Hearing on Debtor’s Motion for Order Allowing Debtor to Return Funds in Escrow Account in the above matter will be held before the Honorable James M. Marlar at the United States Bankruptcy Court, 38 S. Scott, Room 329, Tucson, Arizona on April 2,
2012 at 10:30 a.m.
109,996,717 is the outstanding share count as of march 4, 2010, according to the Q report.
109, 996 717 was the outstanding share count as of the the annual report.
In the intervening period, some feller out in VEGAS claimed to have bought ONE MILLION PP SHARES. Somebody needs water throwed on their pants!! Fire will burn the hair off.
But we are used to lies re CDEX and their avid supporters.
Could it be that there are similar stings re CDEX in LA?? and if so, was a familier person we all know if not love was INONIT??
http://www.nypost.com/p/news/business/hole_in_their_game_oiJ3mdJOVrOKwRdW3LrRJK
BAXA has formally asked for their escrow money back in the latest BK filing. That escrow account JB mentioned in the Q report. JB does not have to do battle with the CREDITORs, and especially with the NOW owners of BAXA,,,BAXTER...(Baxter is a multibillion dollar international corporation)....over that money...If the court agrees that the escrow account is nOT an asset of CDEX.
There are those...such as CISCO...that believe that all is going as planned..and that MP is most likely the chair of the planning group.
I cannot really argue with any of that. Except that I would add GEMINI as
the Chair...and MP as the VICE..