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I agree. I assume its part of the master plan....and make no mistake....there IS a master plan thats taking place...no question about it.
All those that have sold over the past couple weeks will be the first ones trying to chase this beast. I've been there before, nothing stings worse than looking back and wishing you didn't sell days before a huge run (especially when you already had the answers clearly in front of you).
QSGI Mention May 10
http://www.leftfordebt.com/page/3
QSGI Emerging From Chapter 11 Reorganization
May 10, 2011
QSGI, Inc. (Pink Sheets: QSGIQ) announced that on March 21, 2011 its Plan of Reorganization (the "Plan") was confirmed by the U.S. Bankruptcy Court, Southern District of Florida, West Palm Beach. The final order confirming the plan will be recorded as early as today. As part of the Plan, QSGI will merge with KruseCom in a stock-for-stock transaction and is expecting to emerge from bankruptcy in approximately 60 days. Under the plan, stockholders retained their common shares.
According to Marc Sherman who serves as Chairman and CEO of QSGI, Inc., "The combination of QSGI with its restructured balance sheet and ties to large customers and investment markets and KruseCom with a profitable operation in a corollary business, deep management strength and strong balance sheet will provide a great launching pad to capitalize on the fragmented information technology services market."
About QSGI, Inc.:
QSGI Inc operates as a technology service provider, offering a full suite life-cycle for its corporate and government clients' entire information technology platform. On July 2, 2009, QSGI, Inc., along with its affiliate, filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Florida.
KruseCom, LLC Summary:
Founded in September of 2009, KruseCom offers comprehensive solutions for I.T. Asset Management. KruseCom's specialties include Secure and Certified Onsite Data Erasure, Data Center Maintenance, and End-of-Lifecycle Services for everything in Information Technology.
For further information, please visit: http://www.QSGIInc.com
Forward-Looking Statements:
Statements in this release that are not strictly historical in nature constitute "forward-looking statements." Such statements may include, without limitation, statements with respect to the Company's plans, objectives, expectations and intentions, and other statements identified by words such as "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results of QSGI to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks and uncertainties related to the progress, timing, cost, and results of mergers, acquisitions, and operations; competition from other technology companies; and the additional risks discussed in filings with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and QSGI undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. The company names used in this statement are for identification purposes only. All trademarks and registered trademarks are the property of their respective owners.
SOURCE QSGI, Inc.
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RELATED LINKS
http://www.QSGIInc.com
Could use one of your killer video's here!
Only 20 more posts for you to read. You'll find your answer in there. There is no delay.
I only aspire to get to that level. Thanks Mat!
Good catch. I'm kindof new to this DD stuff, with this one it’s starting to fall out of the sky right into my lap. What did we do before Google! All you have to do is put the puzzle together that QSGI took apart a couple years ago.
There is not a date change. The POR has been signed by the judge, the July date is for everyone to sit around a table and talk about what a great job they all did to make the pieces fall into place. JMO
I really think we have under estimated the true possiblities here. If we hit the trifecta with mergers then I'm not selling for a long, long time!
You know why I sleep so good at night? If I ever get worried or scared... I just remember the HUGE insider position here, and how the BK lawyer took stock as payment. I mean look at this.
OHHH and looky, looky Micheal Sheerr (THE CURRENT PRESIDENT of Keystone Technology Management STILL HOLDS 10% stake in QSGI. Remember 'key third parties' in the POR.
Keystones website. www.keytekmgt.com/
Guess what Else the President (Michael P Sheerr)
of Key Managment group has residences on in Newtown PA and one Palm Beach Gardens FL!!!!! Which happens to be literally a PAR 4 from Krusecom HC
http://www.123people.com/s/michael+sheerr
Owner Filings Transaction Date Type of Owner
Nelson Eric Scott 0001464691 2009-05-29 officer: CFO
ELLIOTT R KEITH 0001060570 2008-12-31 director
SHERMAN MARC 0001166351 2008-12-31 director, officer: CEO
CUMMINGS EDWARD L 0001166373 2008-12-31 officer: CFO
GROSSMAN SETH A 0001215361 2008-12-31 director, officer: President
VanHellemont Robert W 0001308251 2008-12-31 director
Smith Geoffrey Alan 0001346016 2008-12-31 director
Riconda John R 0001441242 2008-12-31 officer: VP
Cunningham John F 0001342905 2007-12-31 director
Owens Joel L 0001306154 2006-07-20 other: Employee
PIKE CAPITAL PARTNERS L P 0001220289 2006-06-27 10 percent owner
BARRON PARTNERS LP 0001210052 2006-04-17 10 percent owner
LOPPERT DAVID A 0001166339 2003-12-31 director, 10 percent owner, officer: VP, Secretary
SARACINO CARL 0001166371 2003-12-31 10 percent owner, officer: VP Operations
SHEERR MICHAEL P 0001166532 2003-12-31 10 percent owner, officer: VP, Sales
Date Reporting Owner Form Trans. Modes Shares Price Owned No. Owner CIK Security Name Deemed
Exercise Nature Derivative Underlying Exercised Underlying Expires Underlying
A 2009-05-29 Nelson Eric Scott 4 P-Purchase --D 3300.0000 97300.0000 1 0001464691 Common Stock
A 2009-05-26 Nelson Eric Scott 4 P-Purchase --D 10000.0000 94000.0000 5 0001464691 Common Stock
A 2009-05-21 Nelson Eric Scott 4 P-Purchase --D 5000.0000 94000.0000 4 0001464691 Common Stock
A 2009-05-20 Nelson Eric Scott 4 P-Purchase --D 46000.0000 94000.0000 3 0001464691 Common Stock
A 2009-05-19 Nelson Eric Scott 4 P-Purchase --D 20000.0000 94000.0000 2 0001464691 Common Stock
A 2009-05-18 Nelson Eric Scott 4 P-Purchase --D 13000.0000 94000.0000 1 0001464691 Common Stock
A 2008-09-19 SHERMAN MARC 4 A-Award --D 125000.0000 3875000.0000 2 0001166351 Stock Option
2008-09-19 [derivative] 125000.0000 $2.0000 - 2018-09-18 Common Stock
A 2008-09-19 SHERMAN MARC 4 A-Award --D 125000.0000 3875000.0000 1 0001166351 Stock Option
2008-09-19 [derivative] 125000.0000 $1.0000 - 2018-09-18 Common Stock
A 2008-09-18 SHERMAN MARC 4 A-Award --D 250000.0000 3875000.0000 3 0001166351 Stock Option
2008-09-19 [derivative] 250000.0000 $3.0000 - 2018-09-18 Common Stock
A 2007-05-22 CUMMINGS EDWARD L 4 P-Purchase --D 2000.0000 2118200.0000 1 0001166373 Common Stock
A 2007-05-18 SHERMAN MARC 4 P-Purchase --D 500.0000 2400800.0000 2 0001166351 Common Stock
A 2007-05-18 SHERMAN MARC 4 P-Purchase --D 1000.0000 2400300.0000 1 0001166351 Common Stock
A 2007-05-16 SHERMAN MARC 4 P-Purchase --D 5500.0000 2399300.0000 1 0001166351 Common Stock
A 2007-05-10 SHERMAN MARC 4 P-Purchase --D 2500.0000 2393800.0000 1 0001166351 Common Stock
D 2006-07-20 Owens Joel L 4/A D-Return --D 2063545.0000 10000.0000 1 0001306154 QSGI, Inc.
D 2006-07-20 Owens Joel L 4 D-Return --D 2063545.0000 10000.0000 1 0001306154 QSGI, Inc.
A 2006-06-27 PIKE CAPITAL PARTNERS L P 4 P-Purchase --D 1768000.0000 4834539.0000 2 0001220289 Common Stock
A 2006-06-27 PIKE CAPITAL PARTNERS L P 4 P-Purchase --D 295545.0000 721433.0000 1 0001220289 Common Stock
A 2006-06-20 Owens Joel L 4 A-Award --D 2063545.0000 2073545.0000 1 0001306154 QSGI, Inc.
D 2006-04-18 BARRON PARTNERS LP 4 S-Sale --D 3563333.0000 0.0000 2 0001210052 Common Stock, par value $0.01
D 2006-04-17 BARRON PARTNERS LP 4 S-Sale --D 100000.0000 3563333.0000 1 0001210052 Common Stock, par value $0.01
D 2006-03-10 BARRON PARTNERS LP 4 S-Sale --D 80000.0000 3663333.0000 1 0001210052 Common Stock, par value $0.01
D 2005-12-27 BARRON PARTNERS LP 4 S-Sale --D 900000.0000 3743333.0000 1 0001210052 Common Stock, par value $0.01
D 2005-12-21 BARRON PARTNERS LP 4 S-Sale --D 2416667.0000 0.0000 3 0001210052 Common Stock Purchase Warrant
2004-05-28 [derivative] 2416667.0000 $3.6000 - 2009-05-27 Common Stock, par value $0.01
D 2005-12-21 BARRON PARTNERS LP 4 S-Sale --D 1866667.0000 0.0000 2 0001210052 Common Stock Purchase Warrant
2004-05-28 [derivative] 1866667.0000 $1.5000 - 2009-05-27 Common Stock, par value $0.01
D 2005-12-21 BARRON PARTNERS LP 4 S-Sale --D 50000.0000 4643333.0000 1 0001210052 Common Stock, par value $0.01
D 2005-12-20 BARRON PARTNERS LP 4 S-Sale --D 40000.0000 4693333.0000 2 0001210052 Common Stock, par value $0.01
D 2005-12-19 BARRON PARTNERS LP 4 S-Sale --D 100000.0000 4733333.0000 1 0001210052 Common Stock, par value $0.01
A 2005-09-12 Smith Geoffrey Alan 5 A-Award --D 100000.0000 100000.0000 1 0001346016 Common Stock Option
2005-09-12 [derivative] 100000.0000 $1.6400 - 2010-09-11 Common Stock
D 2005-08-04 BARRON PARTNERS LP 4 S-Sale --D 196400.0000 4833333.0000 1 0001210052 Common Stock, par value $0.01
D 2005-07-29 BARRON PARTNERS LP 4 S-Sale --D 32000.0000 5029733.0000 1 0001210052 Common Stock, par value $0.01
D 2005-07-28 BARRON PARTNERS LP 4 S-Sale --D 73400.0000 5061733.0000 2 0001210052 Common Stock, par value $0.01
D 2005-07-27 BARRON PARTNERS LP 4 S-Sale --D 100000.0000 5135133.0000 1 0001210052 Common Stock, par value $0.01
D 2005-06-10 BARRON PARTNERS LP 4 S-Sale --D 11200.0000 5235133.0000 2 0001210052 Common Stock, par value $0.01
D 2005-06-09 BARRON PARTNERS LP 4 S-Sale --D 137000.0000 5246333.0000 1 0001210052 Common Stock, par value $0.01
A 2005-04-21 BARRON PARTNERS LP 4 X-InTheMoney --D 550000.0000 5383333.0000 1 0001210052 Common Stock, par value $0.01
D 2005-04-20 BARRON PARTNERS LP 4 X-InTheMoney --D 550000.0000 1866667.0000 2 0001210052 Common Stock Purchase Warrant
2004-05-28 [derivative] 550000.0000 $1.5000 - 2009-05-27 Common Stock, par value $0.01
A 2005-03-31 ELLIOTT R KEITH 4 A-Award --D 100000.0000 525000.0000 1 0001060570 Stock Option
2005-03-31 [derivative] 100000.0000 $2.5000 - 2015-03-31 Common Stock
A 2005-03-31 VanHellemont Robert W 4 A-Award --D 100000.0000 275000.0000 1 0001308251 Stock Option
2005-03-31 [derivative] 100000.0000 $2.5000 - 2015-03-31 Common Stock
A 2005-03-31 CUMMINGS EDWARD L 4 A-Award --D 500000.0000 1600000.0000 1 0001166373 Stock Option
2005-03-31 [derivative] 500000.0000 $2.5000 - 2015-03-31 Common Stock
A 2005-03-31 SHERMAN MARC 4 A-Award --D 1000000.0000 3375000.0000 1 0001166351 Stock Option
2005-03-31 [derivative] 1000000.0000 $2.5000 - 2015-03-31 Common Stock
A 2005-03-18 GROSSMAN SETH A 4 A-Award --D 3000000.0000 3425000.0000 1 0001215361 Common Stock Option
2005-03-18 [derivative] 3000000.0000 $2.7500 - 2015-03-17 Common Stock
D 2005-02-18 Owens Joel L 4 G-Gift --I 17250.0000 224670.0000 2 0001306154 Common
Spouse
D 2005-02-18 Owens Joel L 4 G-Gift --D 17250.0000 1708661.0000 1 0001306154 Common
A 2005-02-15 VanHellemont Robert W 4 P-Purchase --D 1000.0000 23500.0000 4 0001308251 Common
A 2005-02-15 VanHellemont Robert W 4 P-Purchase --D 500.0000 22500.0000 3 0001308251 Common
A 2005-02-15 VanHellemont Robert W 4 P-Purchase --D 500.0000 22000.0000 2 0001308251 Common
A 2005-02-15 VanHellemont Robert W 4 P-Purchase --D 2000.0000 21500.0000 1 0001308251 Common
A 2004-12-16 VanHellemont Robert W 5 P-Purchase --D 1500.0000 19500.0000 6 0001308251 Common
A 2004-12-16 VanHellemont Robert W 4 P-Purchase --D 1500.0000 19500.0000 1 0001308251 common
A 2004-12-13 VanHellemont Robert W 5 P-Purchase --D 1000.0000 19500.0000 5 0001308251 Common
A 2004-12-13 VanHellemont Robert W 5 P-Purchase --D 5000.0000 19500.0000 4 0001308251 Common
A 2004-12-13 VanHellemont Robert W 5 P-Purchase --D 5000.0000 19500.0000 3 0001308251 Common
A 2004-12-13 VanHellemont Robert W 5 P-Purchase --D 5000.0000 19500.0000 2 0001308251 Common
A 2004-12-13 VanHellemont Robert W 4 P-Purchase --D 1000.0000 18000.0000 5 0001308251 Common
A 2004-12-13 VanHellemont Robert W 4 P-Purchase --D 5000.0000 17000.0000 4 0001308251 Common
A 2004-12-13 VanHellemont Robert W 4 P-Purchase --D 5000.0000 12000.0000 3 0001308251 Common
A 2004-12-13 VanHellemont Robert W 4 P-Purchase --D 5000.0000 7000.0000 2 0001308251 Common
A 2004-12-02 VanHellemont Robert W 5 P-Purchase --D 2000.0000 19500.0000 1 0001308251 Common
A 2004-12-02 VanHellemont Robert W 4 P-Purchase --D 2000.0000 2000.0000 1 0001308251 Common
A 2004-11-21 GROSSMAN SETH A 5 A-Award --D 100000.0000 425000.0000 1 0001215361 Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 CUMMINGS EDWARD L 5 A-Award --D 250000.0000 1100000.0000 2 0001166373 Stock Option
2004-11-12 [derivative] 250000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 ELLIOTT R KEITH 5 A-Award --D 100000.0000 425000.0000 1 0001060570 Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 VanHellemont Robert W 5 A-Award --D 50000.0000 175000.0000 8 0001308251 Stock Option
2004-11-12 [derivative] 50000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 ELLIOTT R KEITH 4 A-Award --D 100000.0000 425000.0000 1 0001060570 Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 CUMMINGS EDWARD L 4 A-Award --D 250000.0000 1100000.0000 1 0001166373 Stock Option
2004-11-12 [derivative] 250000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 SHERMAN MARC 4 A-Award --D 500000.0000 2375000.0000 1 0001166351 Stock Option
2004-11-12 [derivative] 500000.0000 $1.9000 - 2014-11-12 Common
A 2004-11-12 GROSSMAN SETH A 4 A-Award --D 100000.0000 425000.0000 1 0001215361 Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common
A 2004-10-12 SHERMAN MARC 4 P-Purchase --D 1000.0000 2641300.0000 1 0001166351 Common
A 2004-10-07 SHERMAN MARC 4/A P-Purchase --D 2000.0000 2640300.0000 2 0001166351 Common
A 2004-10-07 SHERMAN MARC 4/A P-Purchase --D 3000.0000 2638300.0000 1 0001166351 Common
A 2004-10-07 CUMMINGS EDWARD L 4 P-Purchase --D 5000.0000 2116200.0000 1 0001166373 Common
A 2004-10-07 SHERMAN MARC 4 P-Purchase --D 3000.0000 2640300.0000 2 0001166351 Common
A 2004-10-07 SHERMAN MARC 4 P-Purchase --D 3000.0000 2638300.0000 1 0001166351 Common
A 2004-08-24 VanHellemont Robert W 5 A-Award --D 125000.0000 175000.0000 7 0001308251 Stock Option
2004-08-24 [derivative] 125000.0000 $1.8500 - 2014-08-24 Common
A 2004-06-16 ELLIOTT R KEITH 4 A-Award --D 100000.0000 325000.0000 1 0001060570 Stock Option
2004-06-16 [derivative] 100000.0000 $1.4400 - 2014-06-16 Common
A 2004-06-16 GROSSMAN SETH A 4 A-Award --D 100000.0000 325000.0000 1 0001215361 Stock Option
2004-06-16 [derivative] 100000.0000 $1.4400 - 2014-06-16 Common
A 2004-06-16 CUMMINGS EDWARD L 4 A-Award --D 250000.0000 850000.0000 1 0001166373 Stock Option
2004-06-16 [derivative] 250000.0000 $1.4400 - 2014-06-16 Common
A 2004-06-16 SHERMAN MARC 4 A-Award --D 500000.0000 1875000.0000 1 0001166351 Stock Option
2004-06-16 [derivative] 500000.0000 $1.4400 - 2014-06-16 Common
A 2004-05-01 CUMMINGS EDWARD L 5 A-Award --D 250000.0000 1100000.0000 3 0001166373 Stock Option
2004-05-01 [derivative] 250000.0000 $1.4400 - 2014-05-01 Common
A 2004-05-01 ELLIOTT R KEITH 5 A-Award --D 100000.0000 425000.0000 2 0001060570 Stock Option
2004-05-01 [derivative] 100000.0000 $1.4400 - 2014-05-01 Common
A 2004-05-01 GROSSMAN SETH A 5 A-Award --D 100000.0000 425000.0000 2 0001215361 Stock Option
2004-05-01 [derivative] 100000.0000 $1.4400 - 2014-05-01 Common
D 2004-03-18 CUMMINGS EDWARD L 4/A S-Sale --D 250000.0000 2111200.0000 1 0001166373 Common Stock
A 2004-03-18 SHERMAN MARC 4 P-Purchase --I 250000.0000 2635300.0000 1 0001166351 Common Stock
By Spouse
A 2003-12-19 CUMMINGS EDWARD L 5 A-Award --D 250000.0000 1100000.0000 4 0001166373 Stock Option
2003-12-19 [derivative] 250000.0000 $2.0000 - 2013-12-19 Common
A 2003-12-19 ELLIOTT R KEITH 5 A-Award --D 100000.0000 425000.0000 3 0001060570 Stock Option
2003-12-19 [derivative] 100000.0000 $2.0000 - 2013-12-19 Common
A 2003-12-19 GROSSMAN SETH A 5 A-Award --D 100000.0000 425000.0000 3 0001215361 Stock Option
2004-12-19 [derivative] 100000.0000 $2.0000 - 2014-12-19 Common
A 2003-12-19 SHERMAN MARC 4 A-Award --D 1000000.0000 1375000.0000 1 0001166351 Stock Option
2004-12-19 [derivative] 1000000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-19 CUMMINGS EDWARD L 4 D-Return --D 250000.0000 600000.0000 1 0001166373 Stock Option
2004-12-18 [derivative] 250000.0000 $2.0000 - 2014-12-19 Common
A 2003-12-19 LOPPERT DAVID A 5/A A-Award -LD 500000.0000 875000.0000 1 0001166339 Stock Option
2004-12-19 [derivative] 500000.0000 $2.0000 - 2014-12-19 Common
A 2003-12-18 GROSSMAN SETH A 5 A-Award -LD 100000.0000 225000.0000 1 0001215361 Option
2004-12-19 [derivative] 100000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-18 SARACINO CARL 5 A-Award --D 150000.0000 500000.0000 4 0001166371 Option
2004-12-19 [derivative] 150000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-18 CUMMINGS EDWARD L 5 A-Award --D 250000.0000 600000.0000 4 0001166373 Option
2004-12-19 [derivative] 250000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-18 SHEERR MICHAEL P 5 A-Award -LD 150000.0000 500000.0000 4 0001166532 Option
2004-12-19 [derivative] 150000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-18 SHERMAN MARC 5 A-Award -LD 1000000.0000 1375000.0000 5 0001166351 Stock Option
2004-12-19 [derivative] 1000000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-18 ELLIOTT R KEITH 4 A-Award --D 100000.0000 225000.0000 1 0001060570 Stock Option
2004-12-19 [derivative] 100000.0000 $2.0000 - 2014-12-18 Common
A 2003-12-18 SHEERR MICHAEL P 4 A-Award --D 150000.0000 500000.0000 1 0001166532 Stock Option
2004-12-19 [derivative] 150000.0000 $2.0000 - 2014-12-18 Common Stock
A 2003-12-18 SARACINO CARL 4 A-Award --D 150000.0000 500000.0000 1 0001166371 Stock Option
2004-12-18 [derivative] 150000.0000 $2.0000 - 2004-12-19 Common
A 2003-11-12 GROSSMAN SETH A 5 A-Award --D 125000.0000 425000.0000 4 0001215361 Stock Option
2003-11-12 [derivative] 125000.0000 $2.1300 - 2013-11-12 Common
A 2003-11-12 GROSSMAN SETH A 5 A-Award -LD 125000.0000 225000.0000 2 0001215361 Option
2003-11-12 [derivative] 125000.0000 $2.1300 - 2013-11-12 Common
A 2003-03-18 CUMMINGS EDWARD L 4 S-Sale --I 250000.0000 2111200.0000 1 0001166373 Common Stock
By Spouse
A 2003-02-14 ELLIOTT R KEITH 5 A-Award --D 125000.0000 425000.0000 4 0001060570 Stock Option
2003-02-14 [derivative] 125000.0000 $0.0260 - 2013-02-14 Common
A 2002-04-05 CUMMINGS EDWARD L 5 A-Award --D 100000.0000 1100000.0000 5 0001166373 Stock Option
2002-04-05 [derivative] 100000.0000 $0.0260 - 2012-04-05 Common
A 2001-10-01 CUMMINGS EDWARD L 5 A-Award --D 250000.0000 1100000.0000 6 0001166373 Stock Option
2001-10-01 [derivative] 250000.0000 $0.0260 - 2011-10-01 Common
- - SHERMAN MARC 5 - --D 3875000.0000 11 0001166351 Common Stock Option
2008-09-19 [derivative] 250000.0000 $3.0000 - 2018-09-18 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 10 0001166351 Common Stock Option
2008-09-19 [derivative] 125000.0000 $2.0000 - 2018-09-18 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 9 0001166351 Common Stock Option
2008-09-19 [derivative] 125000.0000 $1.0000 - 2018-09-18 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 8 0001166351 Common Stock Option
2005-03-31 [derivative] 1000000.0000 $2.5000 - 2015-03-31 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 7 0001166351 Common Stock Option
2001-10-01 [derivative] 250000.0000 $0.0260 - 2011-10-01 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 6 0001166351 Common Stock Option
2002-04-05 [derivative] 125000.0000 $0.0260 - 2012-04-05 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 5 0001166351 Common Stock Option
2003-12-19 [derivative] 1000000.0000 $2.0000 - 2013-12-19 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 4 0001166351 Common Stock Option
2004-05-01 [derivative] 500000.0000 $1.4400 - 2014-05-01 Common Stock
- - SHERMAN MARC 5 - --D 3875000.0000 3 0001166351 Common Stock Option
2004-11-12 [derivative] 500000.0000 $1.9000 - 2014-11-12 Common Stock
- - SHERMAN MARC 5 - --I 250000.0000 2 0001166351 Common Stock
Spouse
- - SHERMAN MARC 5 - --D 2400800.0000 1 0001166351 Common Stock
- - Riconda John R 5 - --D 12000000.0000 5 0001441242 Common Stock Warrant
2012-01-07 [derivative] 3000000.0000 $0.3000 - 2017-01-06 Common Stock
- - Riconda John R 5 - --D 12000000.0000 4 0001441242 Common Stock Warrant
2011-07-07 [derivative] 3000000.0000 $0.3000 - 2016-07-06 Common Stock
- - Riconda John R 5 - --D 12000000.0000 3 0001441242 Common Stock Warrant
2011-01-07 [derivative] 3000000.0000 $0.3000 - 2016-01-06 Common Stock
- - Riconda John R 5 - --D 12000000.0000 2 0001441242 Common Stock Warrant
2010-07-07 [derivative] 3000000.0000 $0.3000 - 2015-07-06 Common Stock
- - Riconda John R 5 - --D 3500000.0000 1 0001441242 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 5 0001060570 Common Stock Option
2005-03-31 [derivative] 100000.0000 $2.5000 - 2015-03-31 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 4 0001060570 Common Stock Option
2003-02-14 [derivative] 125000.0000 $0.0260 - 2013-02-14 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 3 0001060570 Common Stock Option
2003-12-19 [derivative] 100000.0000 $2.0000 - 2013-12-19 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 2 0001060570 Common Stock Option
2004-05-01 [derivative] 100000.0000 $1.4400 - 2014-05-01 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 1 0001060570 Common Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 10 0001166373 Common Stock Option
2001-10-01 [derivative] 250000.0000 $0.0260 - 2011-10-01 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 9 0001166373 Common Stock Option
2002-04-05 [derivative] 100000.0000 $0.0260 - 2012-04-05 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 8 0001166373 Common Stock Option
2008-09-19 [derivative] 125000.0000 $3.0000 - 2018-09-18 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 7 0001166373 Common Stock
2005-03-31 [derivative] 500000.0000 $2.5000 - 2015-03-31 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 6 0001166373 Common Stock Options
2003-12-19 [derivative] 250000.0000 $2.0000 - 2013-12-19 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 5 0001166373 Common Stock Option
2008-09-19 [derivative] 62500.0000 $2.0000 - 2018-09-18 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 4 0001166373 Common Stock Option
2004-05-01 [derivative] 250000.0000 $1.4400 - 2014-05-01 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 3 0001166373 Common Stock Option
2008-09-19 [derivative] 62500.0000 $1.0000 - 2018-09-18 Common Stock
- - CUMMINGS EDWARD L 5 - --D 1850000.0000 2 0001166373 Common Stock Option
2004-11-12 [derivative] 250000.0000 $1.9000 - 2014-11-12 Common Stock
- - CUMMINGS EDWARD L 5 - --D 2118200.0000 1 0001166373 Common Stock
- - Smith Geoffrey Alan 5 - --D 100000.0000 1 0001346016 Common Stock Option
2005-09-12 [derivative] 100000.0000 $1.6400 - 2010-09-11 Common Stock
- - VanHellemont Robert W 5 - --D 275000.0000 4 0001308251 Common Stock Option
2005-03-31 [derivative] 100000.0000 $2.5000 - 2015-03-31 Common Stock
- - VanHellemont Robert W 5 - --D 275000.0000 3 0001308251 Common Stock Option
2004-11-12 [derivative] 50000.0000 $1.9000 - 2014-11-12 Common Stock
- - VanHellemont Robert W 5 - --D 275000.0000 2 0001308251 Common Stock Option
2004-08-24 [derivative] 125000.0000 $1.8500 - 2014-08-24 Common Stock
- - VanHellemont Robert W 5 - --D 23500.0000 1 0001308251 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 8 0001215361 Common Stock Option
2008-09-19 [derivative] 125000.0000 $3.0000 - 2018-09-18 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 7 0001215361 Common Stock Option
2005-03-18 [derivative] 3000000.0000 $2.7500 - 2015-03-17 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 6 0001215361 Common Stock Option
2003-11-12 [derivative] 125000.0000 $2.1300 - 2013-11-12 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 5 0001215361 Common Stock Option
2004-12-19 [derivative] 100000.0000 $2.0000 - 2014-12-19 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 4 0001215361 Common Stock Option
2008-09-19 [derivative] 62500.0000 $2.0000 - 2018-09-18 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 3 0001215361 Common Stock Option
2008-09-19 [derivative] 62500.0000 $1.0000 - 2018-09-18 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 2 0001215361 Common Stock Option
2004-05-01 [derivative] 100000.0000 $1.4400 - 2014-05-01 Common Stock
- - GROSSMAN SETH A 5 - --D 3675000.0000 1 0001215361 Common Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 5 0001060570 Common Stock Option
2005-03-31 [derivative] 100000.0000 $2.5000 - 2015-03-31 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 4 0001060570 Common Stock Option
2003-02-14 [derivative] 125000.0000 $0.0260 - 2013-02-14 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 3 0001060570 Common Stock Option
2003-12-19 [derivative] 100000.0000 $2.0000 - 2013-12-19 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 2 0001060570 Common Stock Option
2004-05-01 [derivative] 100000.0000 $1.4400 - 2014-05-01 Common Stock
- - ELLIOTT R KEITH 5 - --D 525000.0000 1 0001060570 Common Stock Option
2004-11-12 [derivative] 100000.0000 $1.9000 - 2014-11-12 Common Stock
- - Cunningham John F 5 - --D 100000.0000 2 0001342905 Common Stock Option
2005-11-18 [derivative] 100000.0000 $1.5400 - 2010-09-06 Common Stock
- - Cunningham John F 5 - --D 155000.0000 1 0001342905 Common Stock
- - Smith Geoffrey Alan 5 - --D 100000.0000 1 0001346016 Common Stock Option
2005-09-12 [derivative] 100000.0000 $1.6400 - 2010-09-11 Common Stock
- - VanHellemont Robert W 5 - --D 275000.0000 4 0001308251 Common Stock Option
2005-03-31 [derivative] 100000.0000 $2.5000 - 2015-03-31 Common Stock
- - VanHellemont Robert W 5 - --D 275000.0000 3 0001308251 Common Stock Option
2004-11-12 [derivative] 50000.0000 $1.9000 - 2014-11-12 Common Stock
- - VanHellemont Robert W 5 - --D 275000.0000 2 0001308251 Common Stock Option
2004-08-24 [derivative] 125000.0000 $1.8500 - 2014-08-24 Common Stock
- - VanHellemont Robert W 5 - --D 23500.0000 1 0001308251 Common Stock
Still though...if memory serves there is a followup meeting in June to check status (merger, fins), would any of the be PACER'd or only PR'd?
Time for an AH PR, anybody scaning PACER?
Looks like they were sucessful. They aren't going to get my shares to cover up with. Hell NO.
This is a last ditch effort to shake out shares. Remember one of the things coming is a symbol change. Shares HAVE to be covered at that time. Someone will get caught with their pants in a low position.
Merger deals DD - A MUST READ!
All potentially in the works. We find out soon, along with fins. POR states 'key other 3rd parties'! If we hit the trifecta here we are talking major kaboomage.
1. Krusecom- Merger imminent...No question mentioned by name in POR.
2. N1 - courtesy of Hdog http://investorshub.advfn.com/boards/read_msg.aspx?message_id=62788815
Just found yesterday.
3. CLEAR Ties to Keystone Technology Management.
This website (updated QSGI listing yesterday) http://www.f177.com/ent-00550176.html
- Lists Matthew Perthes as QSGI Contact
http://www.linkedin.com/pub/matthew-perthes/17/7a6/723
- Matthew Perthes happens to be the current •Vice President Business Development at Keystone Technology Management
Keystones website. http://www.keytekmgt.com/
Guess what Else the President (Michael P Sheerr)
of Key Managment group has residences on in Newtown PA and one Palm Beach Gardens FL!!!!! A couple minutes from well you know!
http://www.123people.com/s/michael+sheerr
Michael P Sheerr
Michael Philip Sheerr
3 moreMichael Sheerr
Micheal Sheerr
Michael P Sheer 54 Newtown, PA
Palm Beach Gardens, FL
This is HUGE folks, connect the dots!
Just google the contact, and the phone 1800 number. You'll find all kinds of ties.
I really think we are just scratching the surface with krusecom, they list 'other third parties' for a reason.
This could be HUGE!!!!!!!
http://www.f177.com/ent-00550176.html
Mr. Matthew Perthes is listed as the company contact for QSGI (page just updated) and he is the Current VP of http://www.keytekmgt.com/ WOWOWOWOW!
OH, check the contact on Linkedin!!!
http://www.linkedin.com/pub/matthew-perthes/17/7a6/723
Current •Vice President Business Development at Keystone Technology Management
Possible another MERGER?????????
Company Website http://www.keytekmgt.com/About.htm
Out of DD time, someone help dig!!!
Just Updated (according to the column to the right)
http://www.f177.com/ent-00550176.html
WORLD BUSINESS Directory
QSGI INCCompany Name: QSGI INCBusiness Type:Distributor/WholesalerProduct/Service
(We Sell):QSGI offers a variety of solutions to companies whose business computing technologies(Monitors, PC's, parts such as drives, RAM, desktops, laptops, servers and peripherals)Main Markets:North America
South America
Western Europe
Eastern Europe
Eastern Asia
Southeast Asia
Mid East
Africa
OceaniaCountry/Region:United StatesProvince/State:New JerseyCity:HightstownCategory:Computer Hardware & Software » Other Computer PartsNumber of Employees:11 - 50 PeopleRegistered Address:c/o Registered Agents Legal Services LLC, 1220 N Market Str Suite 806Year Established:2001Ownership Type:Mrs. Marc ShermanTotal Annual Sales Volume:US$5 Million - US$10 MillionCompany Website URL:http://www.f177.com/ent-00550176.htmlContact Information Company Name:
QSGI INCContact Person:Mr. Matthew Perthes
Street Address:70 Lake DriveZip:08520Telephone:1-866-883-0056Fax:1-609-426-4543Detail Information Whether your role is data center manager, information systems manager or IT asset manager, we offer several unique solutions to improve your bottom line.
First and foremost, QSGI is a solutions-driven company. We stay focused on the changing needs of our hardware clients to ensure that we always provide the best value in technologies and services.
QSGI offers a variety of solutions to companies whose business computing technologies(desktops, laptops, servers and peripherals) have come to the end of their usefulness.
Really, anybody that can't sit on their shares right now with these developments about to unfold should probably choose a different hobby. I'd recommend something relaxing like croquet or horseshoes.
First Prize to whoever finds the next 8K posted.
http://www.qsgiinc.com/
Is this new? I don't recall having seen it before.... Linkedin
http://www.linkedin.com/company/qsgi
QSGI provides a full suite of information technology solutions to help corporations and governmental agencies better manage hardware assets, reduce maintenance expenses, build best practices for data security and assure regulatory compliance. With a focus on the entire range of IT platforms – from the PC to the mainframe, the services offered by QSGI are specifically designed to reduce total cost of ownership for IT assets and maximize the clients’ return on their IT investment.
For enterprise class hardware in the data center, QSGI offers hardware maintenance services, hardware environment planning and consultation, refurbished whole systems, parts, features, upgrades and add-ons. Additionally, for desktop IT assets, servers and SAN products, QSGI offers a range of end-of-life services that include: automated asset auditing, Department of Defense (DOD) level data destruction, documentation for regulatory compliance, hardware refurbishment with worldwide remarketing or proper IT asset recycling.
Specialties
Maintenance, Hardware, Eradication, Monitoring
http://www.linkedin.com/company/krusecom
KruseCom Buys, Sells, and Maintains Enterprise I.T. As used computer wholesalers, we trade in refurbished computers, laptops, desktops, servers, mainframes, network gear, memory, and storage systems. We deal in all major brands including IBM, HP, Dell, Toshiba, EMC, NetApp, and Sun.
Krusecom offers enterprise IT solutions to help organizations optimize hardware assets, reduce maintenance expenses, and ensure data security. From laptops to mainframes, Krusecom services are designed lower costs, reduce risk, and maximize capital for our valued clients.
For Data Centers, Krusecom offers comprehensive maintenance, moves and installations, features, parts, upgrades, add-ons, de-installations, and more. We support processors, storage, and tape. Krusecom sells whole systems, desktops assets, laptops, servers, SANs, mainframes, and network gear.
Specialties
KruseCom - The Company that Buys, Sells, and Maintains Enterprise IT
less
Unreal!
FOR IMMEDIATE RELEASE
(Free-Press-Release.com) May 4, 2011 --
KruseCom, LLC, the company that Buys, Sells, and Maintains Enterprise IT, today published a new version of the company’s website at http://www.KruseCom.com. The most noticeable change is that our new web structure separates our inbound product acquisition activities from our outbound product sales. KruseCom.com brings in the product. Outbound product sales will happen via our other (multiple) sales channels. KruseCom’s Business Development staff continues to enjoy frequent successes in new customer acquisitions, and is building the company’s prospects for future recurring revenues.
Insurance Underwriting Services Company
Court Alton, Business Development Manager for KruseCom explained, “This cashless transaction involves delivering KruseCom time and labor in trade for surplus servers. This privately held insurance services company wants to securely dispose of their surplus equipment while gaining certification that their data has been destroyed. We are taking the servers off their hands for free, in trade for us sending in the crew to pack, palletize, wrap, and remove the servers. It’s really a win/win for both organizations, and the beginning of a valuable ongoing relationship”
Midwestern Hospital Operating Company
Charles Miller, Business Development Manager for KruseCom reported, “We are pleased to enter this partnership with a Midwestern hospital operating company. Having recently implemented an equipment upgrade, this customer found itself with many surplus switches. This equipment still has strong market value. Too often, surplus devices get permanently stored in closets or warehouses. By putting these units into the secondary market, we were able to help this customer recover his capital.”
Ivy League University
Steven Menzel, Business Development Manager for KruseCom, commented, “KruseCom continues to serve this happy KruseCom customer. Typically, our education clients send us one surplus lot per year as they progress through the semester calendar. Interestingly, this is the third transaction we have concluded for this customer this spring. We appreciate the trust this university places in KruseCom, and we are happy that we can make this positive contribution to the education of our citizenry.”
Fortune 500 New York Bank
Steven Menzel, Business Development Manager for KruseCom, reported, “We are pleased to begin this new business relationship with another quality customer. We bought some used equipment that this bank no longer needs. Our mission is to make this an easy and profitable transaction for the customer so that we see future repeat business. Once we get a rhythm established with a customer, we typically transition the relationship from transactional to contractual. We establish for the customer a standard operating procedure regarding the disposition of surplus IT gear.”
A Pennsylvania Utility Company
Hank Laws, Vice President of Business Development for KruseCom explained, “This cashless transaction involves delivering KruseCom data destruction services in trade for surplus storage arrays. This public utility wants to securely dispose of their surplus data arrays, but they need certification that all the legacy data was destroyed. KruseCom is providing free data destruction in exchange for the equipment while providing certification that the data has been destroyed.”
Retail Manufacturing Company
Court Alton, Business Development Manager for KruseCom, explained, “We recently enrolled a national retail company into the KruseControl program. This unique company manufactures their own products, and then markets those goods in their own mall-based retail stores across the US. Their stores are widely dispersed. With KruseControl, all the customer had to do was gather the equipment to a central location. We packed, palletized, wrapped, and shipped the gear to our bulk shipment facility in Eatontown, NJ. Once it arrived at the KruseCom facility, our crew sorted, audited, inventoried, cleaned, refurbished, marketed, advertised, and sold the assets. We then provided the customer with an online reporting portal, and sent them a check for the residual value.”
About KruseCom
KruseCom Buys, Sells, and Maintains Enterprise I.T. KruseCom’s portfolio of products and services is designed to help corporations and government organizations to better manage their Surplus Information Technology Assets. KruseCom customers benefit by reducing their maintenance expenses, building best practices for data security, and assuring regulatory compliance. Addressing the entire range of IT platforms – from mainframes, midrange servers and PCs, to network infrastructure and enterprise storage hardware, the services offered by KruseCom are designed to reduce total cost of ownership for IT assets and maximize the clients’ return on their IT investments.
For enterprise class hardware in data centers, KruseCom offers hardware maintenance services, refurbished whole systems, parts, features, upgrades, and add-ons. Additionally, for desktop IT assets, servers, and SAN products, KruseCom offers a range of end-of-life services that include: automated asset auditing, Department of Defense (DOD) level data destruction, documentation for regulatory compliance, hardware refurbishment, worldwide remarketing, and proper IT asset recycling.
Given the sensitive nature of the company’s client relationships, it does not provide the names of its clients.
ETMM just put a HUGE block up @ .2727. 52600 of them. You won't find a bigger block any cheaper that that!
5 minutes in and already broke, ave volume of past couple days
.27, .272, .33, .33X2
Personally I pulled my sell orders, I don't want those to be garbbed up by accident.
Hard to say for sure until we see the Kruse fins, which I think will surprise most!!!
Until then we slow slightly as we push thru the resistance levels. I think those are round .33, .40 and .58-.60. I'll bet PR's are lined up to help with those points of resistance!
QSGIQ - Plan of Reorganization signed by Judge a PACER'd AH yesterday ....COMMONS SAVED, RM w/ Krusecom forthcoming!
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
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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)
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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
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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
QSGIQ - Plan of Reorganization signed by Judge a PACER'd AH yesterday ....COMMONS SAVED, RM w/ Krusecom forthcoming!
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;
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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
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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
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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.
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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
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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
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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
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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
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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)
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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
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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
BIG Green QSGIQ in the 6 Hr Buzz Cloud. Welcome to the new investors tomorrow, congrats to the longs. All PR's coming will be great, but I can't wait to seen the Krusecom fins.
No worries Cork. The procurement negotiations will please you.
If your referring to the last post (with the screenshots) I found I had some bad info...got excited to quick so I deleted that one.
Tomorrow should be interesting
Hey Matoutus...guess what else they sold off in Sept 09. Who knows where all this could lead. Maybe nowhere because Kruse already has a peice of this type of pie. Interesting just the same.
09.23.09 SMS has agreed to buy substantially all of the assets of the Data Center Maintenance business of QSGI.
Charlotte North Carolina, (September 22, 2009) - SMS has agreed to buy substantially all of the assets of the Data Center Maintenance business of QSGI. This purchase expands SMS’s geographic presence and maintenance support capabilities for IBM zSeries, pSeries, iSeries and related peripheral equipment.
“This deal significantly enhances SMS’s enterprise-support capabilities on IBM platforms while making our multi-vendor strengths available to QSGI’s customers." said Don Doctor, SMS's chairman and chief executive.
“SMS provides unequalled, highly responsive, multi-vendor service and asset life cycle support to every major market in the U.S.” Continues Doctor, “With 41 service locations across the United States, each staffed with engineering professionals, SMS is well prepared to provide cost effective service and support to the many customers previously serviced by QSGI.”
Founded in 1981, SMS is a leading provider of responsive, independent maintenance services that reduce the high cost of IT equipment maintenance. SMS is a rapid response Service Maintenance Integrator, specializing in multi-vendor maintenance services, short- and long-term consulting engagements, data center migrations, and asset life cycle management. SMS has more than 1,500 hardware maintenance clients, many of which are Fortune 1000.
SO.
3 of 4 key sites updated today.
www.krusecom.com
www.qsgi.com
...then the redirect to N1.
NOW the next is www.qsgiinc.com !!!!! With our next big PR!!!!
You can bet that they have 'investor relations' tab saved and ready to update as well. I check it every morning...along with the OTC symbol change site!
for those of you that need it.....http://www.otcmarkets.com/marketActivity/symbol-changes
You know what else. The Krusecom 'presentation' page is now blank from the previous website.
Hummm, wonder if they have the 'new' presention ready yet!!!!