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Crow....
I believe CDEX filed results of SH vote with the SEC yesterday...
I'd link it, but I haven't figured out how to do that on an IPad.
FDA's CD3. Interesting article:
www.medscape.com/view article/803095
Funny, CDEX didn't get the contract. I thought they had no competitors.....
Filed 2/5/13
Form 3: Norman Dawson
http://www.sec.gov/Archives/edgar/data/1173738/000121465913000597/xslF345X02/marketforms-12326.xml
Form 3: Jason Terrell
http://www.sec.gov/Archives/edgar/data/1173738/000121465913000598/xslF345X02/marketforms-12327.xml
Form 4: Stephen McCommon
http://www.sec.gov/Archives/edgar/data/1173738/000121465913000599/xslF345X03/marketforms-12329.xml
Form 4: Jeffrey Brumfield
http://www.sec.gov/Archives/edgar/data/1173738/000121465913000600/xslF345X03/marketforms-12331.xml
02/01/2013 Case reassigned to Judge Brenda Moody Whinery due to the retirement of Judge James M. Marlar. (admin) (Entered: 02/01/2013)
Notification of Late Filing 10K:
http://www.sec.gov/Archives/edgar/data/1173738/000121465913000391/f129133nt10k.htm
The Company is unable to timely file the Form 10-K because the Company requires additional time to finalize the financial statements and to prepare the report and related disclosures, as well as additional time to allow the registered independent public accounting firm to complete its audit procedures following completion of the Company’s work. The Company has a small accounting staff and encountered delays in timely finalizing the financial statements and related disclosures primarily due to the added complications and work load involved in exiting from bankruptcy status. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.
What are they raffling off ... pp shares in CDEX??
Crow...
http://www.prweb.com/releases/2013/1/prweb10314313.htm
Lake Havasu City, AZ (PRWEB) January 11, 2013
In an effort to provide professional, convenient and affordable lab testing, ANY LAB TEST NOW®, one of the nation's fastest-growing retail franchising opportunities, has opened its newest location in the Lake Havasu City community. The new facility, 30 South Acoma Blvd. Suite 203 (Inside American Chiropractic and Acupuncture), will celebrate its Grand Opening celebration on 2/7.
“We are proud to give this community an alternative choice in lab testing,” said new owners Dr. Daniel W. Talley B.S.D.C., a local Chiropractor and his wife Ann Talley. “We saw a need for an affordable, convenient option for consumers to take control of their health without the need of a doctor’s order, appointment or insurance.” The Talleys have been residents of Lake Havasu City for 12 years.
ANY LAB TEST NOW® revolutionizes the lab testing experience by offering thousands of standard lab tests in a professional and convenient retail setting. ANY LAB TEST NOW provides confidential lab tests with results typically in 24-48 hours and without the need of a doctor’s order, appointment or insurance. And all tests can be taken anonymously. The new facility performs thousands of medical lab tests including drug, paternity, men’s and women’s wellness, STD/HIV and many more. ANY LAB TEST NOW also provides pre-employment drug testing, background searches including multi-level criminal and I-9 verification, as well as corporate wellness discount programs for local employers.
“As our company continues to expand throughout the nation, it is fun for our entire organization to share in the excitement when owners like the Talleys provide this new, affordable, and convenient lab testing service to a community,” says Joe Neely, chief executive officer of ANY LAB TEST NOW®.
As part of the Lake Havasu City grand opening celebration on 2/7, customers can receive 25% off of single tests and participate in raffles all day. The ribbon cutting ceremony with the Lake Havasu Area Chamber of Commerce will take place at 10a.m. For more information or for an appointment, please visit http://www.anylabtestnow.com/LakeHavasu.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
The only link I see is the owner's last name begins with a "T". LOL!
And over a year later, and Cdex is still chasing that energizer bunny, LOL
It is dead, penn. No matter how many shades of lipstick you want to paint on the rotting carcass or stick batteries into it and watch the putrid flesh fall off.
As of 8-6-2012, JB's BK case is still ongoing.
Interesting the dates that dovetail between JB BK and CDEX BK.
And yes, stay away from penny stock.
My extensive public and private dealings, would make me believe that one would wait until the court has "NO JURISDICTION" before releasing press releases. Maybe I put something on the Cdex web site, and that is a maybe.
"Immediately upon filing the chapter 11 petition, and periodically during the administrative period, both private and public company debtors should issue press releases and send explanatory letters to their entire mailing list ("public statements"). Public statements should additionally be issued for all significant events.
http://www.commercepartners.org/chapter11manual.htm
So much for your words of wisdom.
Wait so BS PR's can be issued with impunity is what you meant to say, right?
1) His professionalism brought Brian Jenkins and Dr. Stevenson to the BOD. 2) Actually repaired Cdex Products and Relationships. 3) Filed EVERY SINGLE SEC report on TIME!!! 4) Did not use little ole me to announce squat, LOL, now that is funny as heck, and 5) Has NEVER engaged a "CHAT" board, lol.
1. Jenkins & Stevenson were brought on board by MP. In the latest from CDEX, Jenkins is no longer listed. His term ended this year.
2. Repaired products? The ones that work 100% of the time? What relationships? Bringing back all the old gang?
3. Not hard when you have nothing to report.
4. I must have missed that PR about the Expo. Care to post a link?
5. He uses YOU, his little tool to engage a chat board and email downlines.
October 19th of this year or any year matters not.
Embarrassed? You're joking, of course. LA to SF is a snap...about the same as HOU to DAL. No different than taking the Metro from OC into LA. Actually faster.
Not a "crowd" of people, lol, a team, that will visit the crowd of people at the event. Geez, once a struggle starts, it really starts, lol.
Whose on the team? How many people are being paid on the team. HOW are they being paid?
Struggle? You struggle NOT to answer a simple question.
This comment from the post "Hung over/nodding off or bouncing off the walls?" Is no doubt how it is in the posters world of construction, but as for Cdex and it's team, no hang over's, just business on a professional level.
No, that's a FACT.
JB has historically shown a lack of professionalism on any level. Using you as a tool to say CDEX is going to be attending an Expo? How professional. An update to the BK proceedings? Oh, I know...how about sales of ANY "product". What...nothing to report?
According to cantina 40 page manual, (LOL), production time is ......... nah, why spoil the fun, Lets just wait and seeeeeeeeeee, he he! lol.
So you have no knowledge of that? How sad. Didn't JB send you a rumor memo to distribute?
Nothing to catch the graydog in the sky bet Dallas & Houston. Loads of flights daily.
There will be several Cdex people on hand, because.......... well, lets just say because, LOL!!!
Gosh, is it gonna be the entire crowd that showed up at SPIE? Hung over/nodding off or bouncing off the walls? Yeah, that WAS a LOL!!! So glad to hear the gang's all together in their "support" of ...uh? what is it they're supposed to be supporting? The little ID2 that is supposed to detect all sorts of as yet to be identified illegal drugs, the mothballed Valimed or the yet to be CE certified or tested Valimed G4?
How many of those several are going to be paid in cash or secured creditor shares?
In regards to Cdex having already done this, SO HAS every supplier at the show!!! Lol
I doubt there's suppliers that have nothing to supply a la CDEX unless it's another stock selling shell company.
What production date will they be telling all these providers that are just clamoring to get a new doorstop?
So, CDEX is sending JB and sonny boy Sean or the General? Someone needs to lug it around their neck as they traipse from booth to booth. Didn't CDEX already "do" one of these? Someone have tickets for the Astros/Cardinals games so they can write off the trip??
WOW! I'm so impressed....about the tickets.
http://www.hlthcp.com/about-hcp/reverse-expo
The Reverse EXPO is exactly what the name suggests: a reversal of the traditional tradeshow format. The providers (hospital directors, I.T. and imaging center executives, surgery center administrators, GPO executives) man exhibit booths while the suppliers walk the floor.
For suppliers, this unique format creates the optimum environment for networking and building relationships with key decision makers from each participating facility. It also maximizes their time – no waiting around the exhibit hall for providers to visit between sessions – and financial investment – no cost to ship an exhibit system or rent amenities.
For providers, it’s an invaluable opportunity to dialog with industry-leading suppliers, learning about new products and finding real solutions to the challenges they face every day.
No other tradeshow format guarantees as much face-to-face potential between provider and supplier attendees.
How It Works
During each Reverse EXPO session, the provider executives sit at counter-high tables. Each one has an ID sign behind them, clearly marking their facility, city and state, and a placard on the table in front of them, noting their name, job title and booth number. Booth maps are available to facilitate easy navigation of the expo hall.
In practice, the concept is very similar to speed dating (but without the bell). The supplier attendees flow through the hall, meeting with the providers one-on-one at their booths and exchanging business cards. We request that all conversations be kept to 5 minutes in the expo hall to facilitate a smooth, steady flow and maximize the networking potential for each attendee. We have found that 5 minutes is an ample amount of time for providers to recognize whether the product or solution will meet their needs, and also for suppliers to identify a viable business opportunity. But if you feel you need more time, feel free to return and finish your conversation.
Does 5 minutes seem too short? The Reverse EXPO isn’t the only draw!
See The HCP Difference for a recap of all the time shared by providers
and suppliers during our conference.
Maybe this is what JB is referring to:
http://uk.reuters.com/article/2011/05/24/idUS137277+24-May-2011+MW20110524
Tue May 24, 2011 2:01pm BST
TUCSON, AZ, May 24 (MARKET WIRE) --
CDEX (OTCBB: CEXI) (www.cdex-inc.com), a leading developer of chemical detection products, using patented technologies, for use in healthcare and security markets, announced today the company was one of only 15 companies invited to participate at the Amerinet Niche Technology & Supplier Diversity Fair held May 12, 2011 in Orlando, Fla.
CDEX demonstrated the improved capabilities of the new ValiMed(TM)G4 Medication Validation System to the Amerinet members and staff.
The Valimed G4 system analyzes the concentration of the drug, the
diluent, the dose in sterile parenteral admixture solutions within
seconds of testing. The G4 will be used as an end-of-line defense to increase patient safety which will help the hospitals pharmacies adhere to 797 compliance requirements. The G4 is also capable of providing a safety net for the ever increasing problem of narcotics diversion in the clinical and hospital environments.
The purpose of the Amerinet fair was to determine the viability for select niche healthcare technologies to be included in the portfolio of preferred products offered through their
national healthcare group purchasing organization (GPO).
"We were very excited to be invited to present our cutting edge drug validation technology to the members of Amerinet. The initial reaction and feedback from attendees was very favorable and we hope to have a response regarding possible inclusion in their vendor portfolio soon," said Jeff Brumfield, chief executive officer and chairman of CDEX. "Our distribution partner HealthTrax, introduced the Valimed G4 system to the
Amerinet group and secured the invite to the conference, for which we are very grateful.
Amerinet is a leading national healthcare group purchasing
organization, with a membership of more than 41,000 healthcare facilities and 1,000 suppliers nationwide, access approval to the network would provide a tremendous opportunity for CDEX."
About CDEX
CDEX develops, manufactures and globally distributes
products to the healthcare and security markets. The ValiMed product line provides life-saving validation of high-risk medications and returned narcotics. The ID2(TM) product line detects trace amounts of illegal drugs, such as methamphetamine. CDEX expects to advance its patented technologies to serve additional markets in the future where its proprietary products can be launched.
To learn more about CDEX please visit www.cdex-inc.com.
Safe Harbor Statement
Non-historical statements are forward-looking, as
defined in federal securities laws, and generally can be identified by words such as "expects," "plans," "may," "believes," "should," "intends," and similar words. These statements pose risks that cannot be accurately predicted. Consequently, results may differ materially from those expressed or implied. Such risks and uncertainties include, without limitation, the effectiveness, profitability and marketability of products, the protection of intellectual property and proprietary information, and other risks detailed periodically in filings with the SEC. There is no obligation to update any forward-looking statements.
Company contact:
Jeff Brumfield
CDEX Inc.
(520) 745-5172
investorrelations@cdex-inc.com
Copyright 2011, Market Wire, All rights reserved.
-0-
Nothing on pacer today. Perhaps tomorrow.
GO CDEX!!!!!!!!!
Doc #66 shows the month of April. Which report/doc are you referring to?
If, as you opine, CDEX is using the quarterly report filed with the SEC, it hasn't shown up on pacer. Hmmmm
Crow3...
Did you happen to notice in the docs if the May financials were attached to anything else?
They're due on the 15th of June and I don't find them.
Thanks for checking!
Nothing filed today. EOM
New filings sent out. Ryles has new counsel, going ahead with depo and has expanded requested docs...Enjoy!
Will check again at the end of day to see if anything else turns up...
And then there's a filing AFTER that requesting an emergency hearing re: the deposition. Even Sparks makes note that Ryles attorney hadn't notified the court. Too funny...
Information and belief? From whom?? Robert Stewart?
74 thru 76 filed today. Funny stuff!
I think you mean JB. Nothing filed today.
Quite a bit of holiday weekend reading sent your way, crow. Enjoy!
I wondered about that, too. Why not go back to when Brumfield took over? The only thing that I can come up with is that the BK court asks for stuff in the prior 90 days to filing.
I don't know if or why Ryles would be bound by that requirement.
Did you receive the current docket entry? Check out their overhead! LOL!!
Cdex has until June 10th to file its reorganization plan. According to Sparks, he was "hoping" to file it "Monday". So far, nothing has been filed.
Are we gonna have a pool to pick the day the plan will be filed, not filed, converted to 7 or dismissed with or w/o prejudice?
Did I leave anything out? LOL!!
So far nothing has shown up re: the Baxa escrow funds that was continued until May 1st. Maybe tomorrow!
UNITED STATES BANKRUPTCY COURT
Minute Entry
FOR THE DISTRICT OF ARIZONA
Matter:
JAMES M. MARLAR
Reporter / ECR: LATOSHA PERKINS
Courtroom Clerk: CINDY TURNBULL
Bankruptcy Judge:
Date / Time / Room:
Case Number: 4:12-bk-02402-JMM Chapter: 11
Debtor: CDEX INC.
Hearing Information:
THURSDAY, APRIL 05, 2012 10:00 AM COURTROOM 329
0.00
CONTINUED HEARING RE MOTION FOR AUTHORITY TO OBTAIN INTERIM AND LONG-TERM DEBTOR IN
POSSESSION FINANCING (CONT. FROM 3/22/12)
R / M #: 26 / 0
APPEARANCES:
ERIC SLOCUM SPARKS, ATTORNEY FOR CDEX INC.
LARRY WATSON, ATTY U. S. TRUSTEE, APPEARING BY PHONE
SANDY LAVIGNA, ATTY SECURITIES AND EXCHANGE COMMISSION, APPEARING BY PHONE
MARY O'HARE, SPECIAL SECURITIES COUNSEL FOR THE DEBTOR, APPEARING BY PHONE
JEFFREY BRUMFIELD AND STEVE MCCOMMON, CORPORATE OFFICERS
JEFF SKLAR, ATTY GEMINI MASTER FUND, LTD.
BRIAN LAIRD, ATTY FOR MR. RYLES
:
Page 1 of 2 04/10/2012 9:56:08AM
Case 4:12-bk-02402-JMM Doc 54 Filed 04/05/12 Entered 04/10/12 09:56:24 Desc
Main Document Page 1 of 2UNITED STATES BANKRUPTCY COURT
Minute Entry
FOR THE DISTRICT OF ARIZONA
(continue)... 4:12-bk-02402-JMM THURSDAY, APRIL 05, 2012 10:00 AM
Proceedings:
COURT: ARE THERE ANY UPDATES?
MR. SPARKS STATES HE HAS SPOKEN WITH SEVERAL CREDITORS, AND THE DEBTOR HAS FILED SUPPLEMENTAL DOCUMENTS. THERE HAVE BEEN NO OBJECTIONS TO THE USE OF $275,000 FOR 60 DAYS. THE DEBTOR HAS FILED BUDGETS, AND HAS A NUMBER OF CONTRACTS WHICH WILL GENERATE IMMEDIATE CASH FLOW. THE PLAN WILL BE ON FILE WITHIN 30 DAYS. HE FEELS WITH THE CASH FLOW PROJECTIONS PROVIDED TO EVERYONE, THE DEBTOR WILL GENERATE ABOUT $600,000 PER YEAR.
COURT: WHAT IS THE LONG-TERM OUTLOOK FOR THIS CORPORATION?
MR. SPARKS STATES $275,000 WILL GET THE MACHINES OUT THE DOOR, AND MONEY WILL BE GENERATED. FURTHER DISCUSSION IS HELD.
COURT: WHY NOT ADVANCE THE PLAN AND GET IT ON FILE IN A WEEK? IF THERE IS A VIABLE PLAN, LET'S GET IT ON FILE.
MR. SPARKS STATES HE WILL HAVE A PLAN ON FILE WITHIN 14 DAYS. THE DEBTOR NEEDS THE MONEY NOW TO GET THE PRODUCT OUT THE DOOR.
MR. LAIRD STATES HE REPRESENTS A FORMER EMPLOYEE, AND HE HAS FILED A LAWSUIT FOR UNPAID WAGES. HE HAS A CONCERN ABOUT THE $275,000, AND FEELS THIS IS A BLUFF.
THE COURT IS NERVOUS RELEASING MONEY UNTIL THERE HAS BEEN A FULL-BLOWN HEARING TO DETERMINE THE NATURE OF THE CASH. THE COURT DOESN'T WANT TO MOVE TOO QUICKLY ON THIS.
MR. SKLAR STATES HIS CLIENT HAS $930,000 IN UNSECURED DEBT. HE FEELS THERE IS SOME POTENTIAL IN THIS COMPANY, AND AGREES THAT A PLAN SHOULD BE FILED SOONER, RATHER THAN LATER.
MS. LAVIGNA STATES HER CONCERNS, AND MOST OF THEM WERE ADDRESSED BY THE ADDITIONAL INFORMATION SUPPLIED. SHE DISCUSSES THE OFFERING, AND THE DIFFERENCE IN THE TYPES OF OFFERINGS.
MR. SPARKS INTERJECTS COMMENTS. IF THERE IS NO MONEY, THE DEBTOR CAN'T GET THE PRODUCT OUT THE DOOR, AND GENERATE MONEY TO PAY THE CREDITORS.
MR. WATSON STATES MR. BRUMFIELD IS INVOLVED IN A CHAPTER 7 IN SOUTHERN CALIFORNIA. HE REVIEWS THE PAST HISTORY OF THE DEBTOR. THE U. S. TRUSTEE HAS SOME SIGNIFICANT CONCERNS. HE AGREES WITH THE COURT THAT IF MONEY IS ADVANCED, IT WOULD HAVE TO BE DETAILED CLEARLY.
COURT: AFTER FURTHER DISCUSSION, THE DEBTOR'S MOTION IS DENIED, WITHOUT PREJUDICE. MR. SPARKS IS TO GO BACK AND FIND ANOTHER APPROACH TO OBTAIN FINANCING TO GET THIS MOVING. IT MAY BE NECESSARY TO INVOLVE THE CHAPTER 7 TRUSTEE IN CALIFORNIA. THE COURT WILL HEAR ANY ACCELERATED HEARING THE DEBTOR WANTS TO PUT ON.
1.00
Page 2 of 2 04/10/2012 9:56:08AM
Case 4:12-bk-02402-JMM Doc 54 Filed 04/05/12 Entered 04/10/12 09:56:24 Desc
Main Document Page 2 of 2
It's a footnote to docket #50. Didn't check the status of the bankruptcy until last night. If you haven't received a copy yet, let me know and I'll forward yesterdays entries.
A footnote to doc#50:
Gemini has periodically been approached about working with Debtor to restructure the debt, both within and outside of bankruptcy. But Debtor’s Supplemental Reply mischaracterizes the nature of a meeting between investor Robert Stewart and Gemini’s principal. That meeting did not involve an “offer,” as Debtor suggests. Rather, Mr. Stewart simply requested that Gemini write off the debt.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
I question the veracity of the other statements re: funding that was submitted by CDEX.
Oh, there's so much more to question...like where's the beef or was that bif? [TM JMarcine]
After reading the latest docs filed...OMG!!! How embarrassing. I tend to agree, the courts will take it chap 7.
Excerpt from Baxa hearing held today
JAMES M. MARLAR
Reporter / ECR: LATOSHA PERKINS
Courtroom Clerk: CINDY TURNBULL
Bankruptcy Judge:
Date / Time / Room:
Case Number: 4:12-BK-02402-JMM Chapter: 11
Debtor: CDEX INC.
Hearing Information:
MONDAY, APRIL 02, 2012 10:30 AM COURTROOM 329
0.00
Matter:
EXPEDITED HEARING RE DEBTOR'S MOTION FOR ORDER ALLOWING DEBTOR TO RETURN FUNDS IN
ESCROW ACCOUNT
R / M #: 21 / 0
Appearances:
ERIC SLOCUM SPARKS, ATTORNEY FOR CDEX INC.
JEFF SKLAR, ATTY GEMINI MASTER FUND, LTD., APPEARING BY PHONE
ELIZABETH AMOROSI, ATTY U. S. TRUSTEE, APPEARING BY PHONE
Proceedings:
MR. SPARKS STATES HE FEELS THE DEBTOR HAS SATISFIED THE SECURITIES AND EXCHANGE COMMISSION'S REQUIREMENTS. HE
EXPLAINS THE MOTION AND STATES THERE HAVE BEEN NO OBJECTIONS.
THE COURT STATES ITS CONCERNS. DOES BAXA NEED THE FUNDS RIGHT AWAY, OR CAN THE MONEY BE INCLUDED IN A PLAN AND
NOTICED OUT? THIS COULD BE THE DEBTOR'S MONEY, THE PARTIES SHOULD MOVE A LITTLE SLOWER ON THIS MATTER. WHY NOT
PUT THIS INTO A PLAN? THIS IS A PUBLICLY HELD CORPORATION.
MR. SPARKS WANTS TO UPLOAD THE ESCROW AGREEMENT. HE HAS NOTICED ALL OF THE INTERESTED CREDITORS, AND THERE ARE
PROBABLY 50 OR SO PARTIES. A CONTINUANCE IS REQUESTED.
MS. AMOROSI STATES SHE WILL LOOK AT THIS AS WELL.
MR. SKLAR STATES HE HAS NOTHING TO ADD, AND IS FINE WITH A CONTINUANCE.
COURT: THIS MATTER WILL BE CONTINUED TO MAY 1, 2012 AT 9:15 A.M. (15 MIN.) THE PARTIES ARE FREE TO SUBMIT BRIEFS.
Page 1 of 1 04/03/2012 2:26:02PM
Case 4:12-bk-02402-JMM Doc 48 Filed 04/02/12 Entered 04/03/12 1
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA
Reporter / ECR: ANNETTE AGUILAR
Courtroom Clerk: ELIZABETH IRISH
Bankruptcy Judge: JAMES M. MARLAR
Case Number: 4:12-bk-02402-JMM Chapter: 11
Debtor: CDEX INC.
Hearing Information:
THURSDAY, MARCH 22, 2012 01:30 PM 6TH FLOOR #602
Matter:
* ADDENDUM * EXPEDITED HEARING RE: EMERGENCY MOTION FOR AUTHORITY TO OBTAIN INTERIM AND LONG TERM DEBTOR IN POSSESSION FINANCING.
Appearances:
LARRY WATSON, ATTORNEY FOR I, US TRUSTEE
ERIC SLOCUM SPARKS, ATTORNEY FOR CDEX INC.
JEFF SKLAR, ATTORNEY FOR GEMINI MASTER FUND
SARAH MOYED, ATTORNEY FOR U.S. SECURITY AND EXCHANGE
BRIAN LAIRD, ATTORNEY FOR JAMES RYLES
Proceedings:
Mr. Sklar states a response was filed yesterday. He reviews the objection.
Mr. Watson filed a response yesterday. He reviews the objection and expresses his concerns.
Ms. Moyed did not receive notice. She expresses her concerns and asks who are the investors.
Mr. Laird has nothing to add.
Mr. Sparks reviews the motion. The unsecured creditors are complaining. He requests a speedy follow up date. He discusses the product and responds to the Court's questions.
COURT: THE COURT DIRECTS COUNSEL TO SHARE INFORMATION. IT IS ORDERED CONTINUING THIS MATTER TO 04-05-2012 AT 09:30 AM ON THE TUCSON CALENDAR.
Page 1 of 1 03/28/2012 1:51:09PM
Case 4:12-bk-02402-JMM Doc 42 Filed 03/22/12 Entered 03/28/12 13:51:21 Desc
Main Document Page 1 of 1
Creditors' committees can play a major role in chapter 11 cases. The committee is appointed by the U.S. trustee and ordinarily consists of unsecured creditors who hold the seven largest unsecured claims against the debtor. 11 U.S.C. § 1102. Among other things, the committee: consults with the debtor in possession on administration of the case; investigates the debtor's conduct and operation of the business; and participates in formulating a plan. 11 U.S.C. § 1103. A creditors' committee may, with the court's approval, hire an attorney or other professionals to assist in the performance of the committee's duties. A creditors' committee can be an important safeguard to the proper management of the business by the debtor in possession.
http://www.uscourts.gov/FederalCourts/Bankruptcy/BankruptcyBasics/Chapter11.aspx
I will attempt to post on zoho, but no guarantees.
I believe CDEX should have links to all of the filngs on their website to be available to EVERY shareholder.
Here's Doc 33:
ILENE J. LASHINSKY (#003073)
United States Trustee
District of Arizona
LARRY L. WATSON (CA BAR No. 193531)
Trial Attorney
230 N. First Ave, Suite 204
Phoenix, Arizona 85003
E-mail: larry.watson@usdoj.gov
(602) 682-2607
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA
In re:
CDEX, INC.,
Debtor
In Proceedings under Chapter 11
Case No. 4:12-bk-02402-JMM
UNITED STATES TRUSTEE’S
OBECTION TO DEBTOR’S
EMERGENCY MOTION FOR
AUTHORITY TO OBTAIN INTERIM
AND LONG-TERM DEBTOR IN
POSSESSION FINANCING
TIME: 1:30 pm
DATE: March 22, 2012
The United States Trustee for the District of Arizona (“U.S. Trustee”) hereby objects to the above captioned debtor’s (“Debtor’s”) Emergency Motion for Authority to Obtain Interim and Long-Term Debtor in Possession Financing (“DIP Motion”) filed on
March 20, 2012 at approximately 3:27 p.m. (MST). (DE. 26).
In its DIP Motion the Debtor is, on less than two days’ notice, requesting authority from this Court to solicit investors to obtain, for starters, $1 million in convertible notes to fund its bankruptcy proceeding and current operations. As it is currently proffered, the DIP Motion violates both 11 U.S.C §364(d) and the Federal Rules of Bankruptcy Procedure, Rule 4001.
In its DIP Motion the Debtor states that it has sought other mechanisms for financing, but provides no listing of the parties contacted. The Debtor further states that it is in need of this financing to properly fund its chapter 11 bankruptcy and develop its plan of reorganization, but it provides no budget to establish the necessity or the use of the financing.
Finally, the Debtor states that it “was advised that no new monies would be loaned to CDEX until after the chapter 11 reorganization was filed.” See DIP Motion at p. 4, lines 15 – 16.
Clearly by this statement and the documents attached as forms to be used for the funding, the Debtor is talking to particular investors. The Debtor must identify the parties with whom it is negotiating the terms of the financing.
Without a budget in place, a proposed interest rate of 12% that must be paid to avoid post-petition default, and the lack of historical financial performance by this Debtor, the U.S. Trustee is concerned that the proposed financing is merely a shield for a
potential “loan to own” scheme by investors\creditors who are lying in wait.
Red flags are further raised, when the Debtor is seeking authority to borrow $1.5 million dollars secured by assets valued at only $425,000.00.
Clearly significant prior investment exists as evidenced by the issuance of over 109 million shares of common stock with 17,000 investors. It appears the assets may be undervalued.
All of this is especially concerning when the Debtor has left it to the U.S Trustee to notify the United States Securities Exchange Commission (“SEC”) of the hearing regarding the proposed offering\financing.
United States Bankruptcy Code (“Bankruptcy Code”) section 364 provides that a trustee or debtor in possession authorized to operate the business may obtain financing in or outside of the ordinary course of business. See 11 U.S.C. § 1107(a)). Bankruptcy Code section 364(a) allows the debtor to obtain unsecured credit and incur unsecured debt in the ordinary course of business, whereas section 364(b) allows the debtor to
obtain unsecured credit and incur unsecured debt outside of the ordinary course of business, only after notice and a hearing. See id. §§ 364(a), (b).
If the debtor is unable to obtain unsecured credit solely based upon the award of an administrative expense under section 503(b)(1), the Bankruptcy Code authorizes the debtor to obtain credit or to incur debt that has priority over administrative expenses of
the kind specified in Bankruptcy Code sections 503(b) or 507(b) (the so-called "super" administrative priority). See id. § 364(c)(1). In addition, after notice and a hearing, the
debtor may obtain credit or incur debt secured by a senior lien on property of the estate, if the debtor in possession is unable to obtain such credit otherwise." See id. § 364(d).
However, a debtor may not obtain approval for extending secured credit unless it first establishes that it is otherwise unable to reasonably obtain unsecured credit, and the credit is necessary for continued operation. See 11 U.S.C. § 364(c); see also, In re
Ames Dep’t Stores, Inc., 115 B.R. 34, 37 (Bankr. S.D.N.Y. 1990); In re Aqua Associates, 123 B.R. 192, 196 (Bankr. E.D. Pa. 1991) (stating that requests for post-petition financing must show the funds are “necessary to preserve the assets of the estate”). Once
established, the court then must consider whether the terms of the proposed financing “would tilt the conduct of the bankruptcy case; prejudice, at an early stage, the powers and rights that the Bankruptcy Code confers for the benefit of all creditors; or leverage the Chapter 11 process by preventing motions by parties-in-interest from being decided on their merits.” In re Ames Dep’t Stores, 115 B.R. at 37, 40-41 (pointing out reservations to an initial DIP financing proposal with no carve out for professional fees from a super-priority lien granted to bank and limitations on relief from the automatic stay, but granting approval to amended plan which allotted $5,000,000 for professional fees); see also In re Tenney Village Co., Inc., 104 B.R. 562, 567-68 (Bankr. N.H. 1989)(denying approval to DIP financing proposal with a super-priority clause that terminated
the agreement if a plan of reorganization was approved over the bank’s objection, allotted only $25,000 for a retainer for services by debtor’s counsel devoted to any claim or defense against the bank, and which gave the bank extensive managerial control over debtor’s business, stating that the plan “would disarm the Debtor of all weapons usable against it for the bankruptcy estate’s benefit . . .”).
In this case the Debtor needs to perform several tasks before it is eligible to seek its proposed financing. At a minimum, the Debtor must:
1. Fully disclose the lenders the Debtor contacted regarding other financing alternatives;
2. Fully disclose the parties with whom the Debtor has negotiated with regarding the issuance of the convertible notes; and
3. Provide a detailed budget establishing the necessity for the funding and the Debtor’s plan to use the financing, including timeframes or trigger points for issuing additional notes, to achieve confirmation of its plan of reorganization.
Once the Debtor has accomplished the foregoing, it must seek a duly noticed hearing regarding the proposed financing pursuant to the Federal Rules of Bankruptcy Procedure, Rule 4001 requiring a 14 day notice period, as well as Local Rule 4001-4 as applicable. This will allow the creditors, the SEC and the U.S. Trustee adequate time to respond as necessary.
RESPECTFULLY SUBMITTED this 21st day of March, 2012.
ILENE J. LASHINSKY
United States Trustee
District of Arizona
/s/ Larry L. Watson
LARRY L.WATSON
Trial Attorney
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:
Eric Slocum Sparks
Law Offices of Eric Slocum Sparks, P.C.
110 South Church Avenue, #2270
Tucson, AZ 85701
Eric@ericslocumsparkspc.com
Attorney for Debtor
United States Securities and Exchange Commission
Pacific Regional Office
5670 Wilshire Boulevard 11th Floor
Los Angeles, CA 90036-3648
Sarah D. Moyed
moyeds@sec.gov
Brian A. Laird
Heurlin Sherlock Laird
1636 North Swan Road, Suite 200
Tucson, AZ 85712-4096
blaird@hslazlaw.com
Robert M. Charles, Jr.,
Jeffrey L. Sklar
Lewis and Roca, LLP
One South Church Avenue, Suite 700
Tucson, Arizona 85701-1611
RCharles@LRLaw.com
JSklar@lrlaw.com
Attorneys for Gemini Master Fund, Ltd.
Here's some new entries...Crow, I'll send off the docs later.
3/21/2012 33 Objection to Motion/Application for Interim and Long Term Financing (related to motions(s)26) filed by LARRY LEE WATSON of OFFICE OF THE U.S. TRUSTEE on behalf of U.S. TRUSTEE. (WATSON, LARRY) (Entered: 03/21/2012)
03/22/2012 34 Joinder in the United States Trustees Objection to Debtors Emergency Motion for Authority to Obtain Interim and Long-Term Debtor in Possession Financing filed by BRIAN ANDREW LAIRD of HEURLIN SHERLOCK LAIRD on behalf of James Ryles. (related document(s)33 Objection) (LAIRD, BRIAN) (Entered: 03/22/2012)
03/22/2012 35 Appointment of Official Creditors' Committee of Unsecured Creditors filed by ELIZABETH C. AMOROSI of OFFICE OF THE U.S. TRUSTEE on behalf of U.S. TRUSTEE.(AMOROSI, ELIZABETH) (Entered: 03/22/2012)
03/22/2012 36 Reply to United States Trustee's Objection to Debtor's Emergency Motion for Authority to Obtain Interim and Long-Term Debtor in Possession Financing filed by ERIC SLOCUM SPARKS of ERIC SLOCUM SPARKS PC on behalf of CDEX INC. (related document(s)33 Objection). (SPARKS, ERIC) (Entered: 03/22/2012)
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Excerpt from Doc 35...
Pursuant to 11 U.S.C. §§ 1102(a) and 1102(b)(1), the following creditors of the abovecaptioned debtor, being among those holding the largest unsecured claims and who are willing to serve,
are appointed to the official committee of unsecured creditors:
1. Cynthia Sampson
PO Box 5729
Scottsdale AZ 85261
480-948-4920 (phone)
Sampson.Cynthia@gmail.com
2. Daniel Groff
8002 E. Rosewood St.
Tucson AZ 85710
520-370-4512 (phone)
ggroff55@cox.net
3. IAM Investment Group, LP
Attn: Malcolm Philips
20221 Middletown Rd.
Cornelius NC 28031
704-892-7140 (phone)
MK4316@gmail.com
Case 4:12-bk-02402-JMM Doc 35
More updates:
02/27/2012 13 ORDER Granting Motion to Set Last Day to File Proofs of Claim (Related Doc # 5) signed on 2/27/2012 Proof of Claims due by 4/23/2012, . (Johns, Alicia) (Entered: 02/27/2012)
02/27/2012 16 Notice of Appearance and Request for Notice filed by ROB CHARLES of LEWIS AND ROCA LLP on behalf of Gemini Master Fund, Ltd.(CHARLES, ROB) (Entered: 02/27/2012)
02/28/2012 17 Notice of Last Date to File Claims and/or Proofs of Interest filed by ERIC SLOCUM SPARKS of ERIC SLOCUM SPARKS PC on behalf of CDEX INC. (related document(s)5 Motion to Set Last Day to File Proofs of Claim) Proof of Claims due by 4/23/2012,.(SPARKS, ERIC) (Entered: 02/28/2012)
02/28/2012 18 Notice of Appearance and Request for Notice filed by BRIAN ANDREW LAIRD of HEURLIN SHERLOCK LAIRD on behalf of James Ryles.(LAIRD, BRIAN) (Entered: 02/28/2012)
Note: The numbering is as shown on Pacer.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF ARIZONA
In re:
CDEX INC.
Debtor(s).
Chapter 11
No. 4:12-bk-02402-JMM
CASE MANAGEMENT ORDER
The above-captioned case was filed on February 10, 2012, as a Chapter 11 proceeding.
The purpose of reorganization, under Chapter 11 of the Bankruptcy Code, is to successfully reorganize a financially troubled company or individual.
The deadline for the Debtor(s) to file a plan and disclosure statement with the court is June 11, 2012.
This case management order is governed by 11 U.S.C. § 105.
DATED AND SIGNED ABOVE.
COPIES to be sent by the Bankruptcy Noticing
Center ("BNC") to the following:
Attorney for Debtor(s)
Office of the U.S. Trustee