Optec International Inc (OPTI)

[Dragon Lady]

OPTICRIME: RosenSCUM DUMPING BEFORE EXPERT MARKET !!

There is nothing here but debt, judgments, theft, and fraud. Brett Rosen's claims are bullshit. The SEC is also investigating OPTI, Roger Pawson and his cronies. One of which is Brett Rosen. Was Brett Rosen really dumb enough to give 10 million bucks to a serial fraudster?

100% CORRECT folks - this X 1 billion !!!

Look boys n girls....Brett Rosen is a SERIAL OTC FRAUD and con master scammer - he was working in-concert with dirty criminal Roger Pawson on the front-load and entire initial first rounds of the OTPI-CRIME scene ultra scam....he's now UNLOADING ONE MORE FRONT LOAD before this POS goes EXPERT MARKET in 30 to 60 days....NO LONGER THAN THAT......max time.....per SEC/OTC regs on FAILURE TO FILE + no updated profile + a criminal pump aka Rosen of which both the OTC and SEC have been fully notified and alerted with all supporting data....etc.....

The BIG NEW LIE aka Rosen con is the ultra bullshit of:

Rosen-CON-Speak: "Hey bros....so like ya just walk into the court man.....and ya take a pull on your beer and YOU TELL THAT JUDGE that hey dude....ME...I'M THE RECEIVER...and then like totally POOF man....wipe my coke/meth sweat off my face and jittering hands....ya just wait like a week or so and man YOU GET THE CEO SPOT and then ya just take like this $100 MILLION company bro...and ya just shove that shit right into OPTI-CON and poof man...ya hit X-Twitter and YouBoob Buffalo Chips lying pump channel and like it's all dunn dudes....see man....that like so freaking easy bros....and anyone who says it ain't is shit man...."

REALITY:

1) Rosen ain't even been before the court (it's been over TWO MONTHS and close to three now since the judge ruled "APPOINT A RECEIVER" is the only allowable next step aka LIQUIDATE THIS POS) - and Rosen acts as if BOOM BANG BING it's gonna take like a week dudes....BULLSHIT ALERT !!!

2) There's a SHIT TON of unpaid OPTI-CRIME creditors and FIRST JOB THE "RECEIVER" has to do (and it CAN NOT be Rosen or ANYONE tied to his con sorry ass !!) FIRST THING is to put out a formal notice and EXHAUSTIVE EFFORT to located ALL UNPAID CREDITORS and to alert ANY INTERESTED PARTY(s) WHO MAY HAVE CLAIMS AGAINST ANY AND ALL OPTI-CRIME ASSETS....and it goes from there.....

3) Under CA law of "Receivership" it's a MINIMUM 5 MONTH to 6 MONTHS PROCESS after after after the WEEKS IT TAKES TO APPOINT THE RECEIVER to allow the "NOTICE TO CREDITORS and INTERESTED PARTIES" to pass and allow them to make claims with the receiver or file motions or take legal position filings etc.

4) THEN the scraps of OPTI get carved up and divied out BY THE RECEIVER at their discretion and that of the court and "might" involve LITIGATION by major creditors - it's a BK and INSOLVENCY PROCESS...."RECEIVERSHIP" was a invention as the alternate LIQUIDATION ROUTE vs appearing in the BK court system......

ANYTHING ROSEN HAS STATED IS EPIC LIES and FRAUD - every last word.....he's a gutter pump and ran the front-end of this latest pump.....

OPTI-CRIME WILL GO "EXPERT MARKET" long long long long before any RECEIVER can have a chance in hell to act.......and that means ILL-LIQUID and INSTA SHIT SHARE TOILET PAPER PRICE of .00000X per share.....FROZEN LIKE DRIED QUICK SET CONCRETE ON A HOT SUMMER Brett Rosen-SCUM sweating like a methed up pig on a Buffalo Chip scammer pump video con day......simple as that kids....:)))

READ A REAL ATTORNEY SITE on "WHAT IS A RECEIVERSHIP" and "WHAT ARE THE STEPS AND TIMELINE" blah blah blah and then "WHAT HAPPENS WITH JUDGEMENT CREDITORS" during a receivership......and then let the baggy holder weeping and gnashing of teeth begin...... -

https://harris-sliwoski.com/cannalawblog/receivership-and-distressed-cannabis-assets-in-california/
That shows a public stock "cannabis company in CALIFORNIA - but it's highly similar to Opti-CRIME and what is happening with this busted broke BK fraud and scam"...... !!!!

QUOTE:

" In California, a receiver is an officer appointed by the court to take possession of and to protect assets for the benefit of all persons who may have an interest in those assets. The receiver is a neutral agent of the court and holds assets for the court, not for the plaintiff or the defendant. A receivership is only a provisional remedy in an action that seeks some other relief by final judgment. In other words, you cannot file a lawsuit for the sole purpose of having a receiver appointed.

The court will outline the powers of the receiver in an order, which typically include temporarily managing the business until it gets back into better financial standing, selling off assets, employing employees and professionals, and entering into contracts or leases, among other powers.
"

SEE THAT - "THE COURT" appoints the receiver (there are PROFESSIONAL RECEIVERS and that is HIGHLY LIKELY who the court will demand - and they do not come cheap either. The BULLSHIT that Rosen-SCUM will be the receiver and/or JUST CHOOSE A DUDE WILLY NILLY as a lied about in the Buffalo Chip pump the crime Youboob video is ULTRA BULLSHIT !!)

AND:

"Receivership can be expensive, and the costs are generally paid from the income stream generated by the receivership estate (AKA the cannabis business). However, when the receivership estate produces no income or produces income insufficient to compensate a receiver (or when equity requires), the appointing court has broad discretion in determining which party to the litigation should pay the expenses of a receivership. Ordinarily, a court will require the party that requested the receiver’s appointment to bear these costs.
"

AND THEN......ANY "COURT APPROVED/APPOINTED RECEIVER" aka NEUTRAL 3rd party BY LAW and NOT A PARTY TO THE ACTION nor a LEGAL COUNCIL OF SAME.....will take them about 38 SECONDS REVIEWING OPTI-CRIME to realize that ASSIGNMENT OF BENEFIT OF TOO MANY LINED UP CREDITORS TO COUNT .....will be ACTION STEP ONE to allow the disenfranchised STIFFED CREDITORS and THOSE HOLDING LEGAL JUDGEMENT "AS CREDITORS" from court cases already won - will be STEP ONE to allow them their due process while chopping up the carcass of OPTI-FRAUD.....

SO....then starts the loooong road of NOTIFYING ALL INTERESTED PARTIES and CREDITORS TO COME BEFORE THE RECEIVER and COURT to make their claims......read it and weep Brett Rosen-SCUM the pump clown fraud.....EXPERT MARKET Looooooong before this POS crime seen ever sees the light of day again, let alone with Rosen-SCUM as "CEO" when the RECEIVER as court appointed looks at that ass hats loooong and dirty record of BUSTING DOWN OTC SCAMS to No-Bid and DEAD TICKER STATUS like on the fast track mode.....too many times to even count........

https://bankruptcy.cooley.com/2008/03/articles/business-bankruptcy-issues/assignments-for-the-benefit-of-creditors-simple-as-abc/

QUOTE:

"Assignments For The Benefit Of Creditors: Simple As ABC?
By Bob Eisenbach on March 16, 2008

POSTED IN BUSINESS BANKRUPTCY ISSUES, THE FINANCIALLY TROUBLED COMPANY

Companies in financial trouble are often forced to liquidate their assets to pay creditors. While a Chapter 11 bankruptcy sometimes makes the most sense, other times a Chapter 7 bankruptcy is required, and in still other situations a corporate dissolution may be best. This post examines another of the options, the assignment for the benefit of creditors, commonly known as an "ABC."

A Few Caveats. It’s important to remember that determining which path an insolvent company should take depends on the specific facts and circumstances involved. As in many areas of the law, one size most definitely does not fit all for financially troubled companies. With those caveats in mind, let’s consider one scenario sometimes seen when a venture-backed or other investor-funded company runs out of money.

One Scenario. After a number of rounds of investment, the investors of a privately held corporation have decided not to put in more money to fund the company’s operations. The company will be out of cash within a few months and borrowing from the company’s lender is no longer an option. The accounts payable list is growing (and aging) and some creditors have started to demand payment. A sale of the business may be possible, however, and a term sheet from a potential buyer is anticipated soon. The company’s real property lease will expire in nine months, but it’s possible that a buyer might want to take over the lease.

A Chapter 11 bankruptcy filing is problematic because there is insufficient cash to fund operations going forward, no significant revenues are being generated, and debtor in possession financing seems highly unlikely unless the buyer itself would make a loan.
The board prefers to avoid a Chapter 7 bankruptcy because it’s concerned that a bankruptcy trustee, unfamiliar with the company’s technology, would not be able to generate the best recovery for creditors.

The ABC Option. In many states, another option that may be available to companies in financial trouble is an assignment for the benefit of creditors (or "general assignment for the benefit of creditors" as it is sometimes called). The ABC is an insolvency proceeding governed by state law rather than federal bankruptcy law.

California ABCs. In California, where ABCs have been done for years, the primary governing law is found in California Code of Civil Procedure sections 493.010 to 493.060 and sections 1800 to 1802, among other provisions of California law. California Code of Civil Procedure section 1802 sets forth, in remarkably brief terms, the main procedural requirements for a company (or individual) making, and an assignee accepting, a general assignment for the benefit of creditors:

1802. (a) In any general assignment for the benefit of creditors, as defined in Section 493.010, the assignee shall, within 30 days after the assignment has been accepted in writing, give written notice of the assignment to the assignor’s creditors, equityholders, and other parties in interest as set forth on the list provided by the assignor pursuant to subdivision (c).

(b) In the notice given pursuant to subdivision (a), the assignee shall establish a date by which creditors must file their claims to be able to share in the distribution of proceeds of the liquidation of the assignor’s assets. That date shall be not less than 150 days and not greater than 180 days after the date of the first giving of the written notice to creditors and parties in interest.

(c) The assignor shall provide to the assignee at the time of the making of the assignment a list of creditors, equityholders, and other parties in interest, signed under penalty of perjury, which shall include the names, addresses, cities, states, and ZIP Codes for each person together with the amount of that person’s anticipated claim in the assignment proceedings.

In California, the company and the assignee enter into a formal "Assignment Agreement." The company must also provide the assignee with a list of creditors, equityholders, and other interested parties (names, addresses, and claim amounts). The assignee is required to give notice to creditors of the assignment, setting a bar date for filing claims with the assignee that is between five to six months later.

ABCs In Other States. Many other states have ABC statutes although in practice they have been used to varying degrees. For example, ABCs have been more common in California than in states on the East Coast, but important exceptions exist. Delaware corporations can generally avail themselves of Delaware’s voluntary assignment statutes, and its procedures have both similarities and important differences from the approach taken in California. Scott Riddle of the Georgia Bankruptcy Law Blog has an interesting post discussing ABC’s under Georgia law. Florida is another state in which ABCs are done under specific statutory procedures. For an excellent book that has information on how ABCs are conducted in various states, see Geoffrey Berman’s General Assignments for the Benefit of Creditors: The ABCs of ABCs, published by the American Bankruptcy Institute.

Important Features Of ABCs. A full analysis of how ABCs function in a particular state and how one might affect a specific company requires legal advice from insolvency counsel. The following highlights some (but by no means all) of the key features of ABCs:

Court Filing Issue. In California, making an ABC does not require a public court filing. Some other states, however, do require a court filing to initiate or complete an ABC.

Select The Assignee. Unlike a Chapter 7 bankruptcy trustee, who is randomly appointed from those on an approved panel, a corporation making an assignment is generally able to choose the assignee.

Shareholder Approval. Most corporations require both board and shareholder approval for an ABC because it involves the transfer to the assignee of substantially all of the corporation’s assets. This makes ABCs impractical for most publicly held corporations.

Liquidator As Fiduciary. The assignee is a fiduciary to the creditors and is typically a professional liquidator.

Assignee Fees. The fees charged by assignees often involve an upfront payment and a percentage based on the assets liquidated.

No Automatic Stay. In many states, including California, an ABC does not give rise to an automatic stay like bankruptcy, although an assignee can often block judgment creditors from attaching assets.

Event Of Default. The making of a general assignment for the benefit of creditors is typically a default under most contracts. As a result, contracts may be terminated upon the assignment under an ipso facto clause.

Proof Of Claim. For creditors, an ABC process generally involves the submission to the assignee of a proof of claim by a stated deadline or bar date, similar to bankruptcy. (Click on the link for an example of an ABC proof of claim form.)

Employee Priority. Employee and other claim priorities are governed by state law and may involve different amounts than apply under the Bankruptcy Code. In California, for example, the employee wage and salary priority is $4,300, not the $10,950 amount currently in force under the Bankruptcy Code.

20 Day Goods. Generally, ABC statutes do not have a provision similar to that under Bankruptcy Code Section 503(b)(9), which gives an administrative claim priority to vendors who sold goods in the ordinary course of business to a debtor during the 20 days before a bankruptcy filing. As a result, these vendors may recover less in an ABC than in a bankruptcy case, subject to assertion of their reclamation rights.

Landlord Claim. Unlike bankruptcy, there generally is no cap imposed on a landlord’s claim for breach of a real property lease in an ABC.

Sale Of Assets. In many states, including California, sales by the assignee of the company’s assets are completed as a private transaction without approval of a court. However, unlike a bankruptcy Section 363 sale, there is usually no ability to sell assets "free and clear" of liens and security interests without the consent or full payoff of lienholders. Likewise, leases or executory contracts cannot be assigned without required consents from the other contracting party.
Avoidance Actions.

Most states allow assignees to pursue preferences and fraudulent transfers. However, the U.S. Court of Appeals for the Ninth Circuit has held that the Bankruptcy Code pre-empts California’s preference statute, California Code of Civil Procedure section 1800. Nevertheless, to date the California state courts have refused to follow the Ninth Circuit’s decision and still permit assignees to sue for preferences in California state court. In February 2008, a Delaware state court followed the California state court decisions, refusing either to follow the Ninth Circuit position or to hold that the California preference statute was pre-empted by the Bankruptcy Code.

The Delaware court was required to apply California’s ABC preference statute because the avoidance action arose out of an earlier California ABC.


The Scenario Revisited. With this overview in mind, let’s return to our company in distress.

The prospect of a term sheet from a potential buyer may influence whether our hypothetical company should choose an ABC or another approach. Some buyers will refuse to purchase assets outside of a Chapter 11 bankruptcy or a Chapter 7 case. Others are comfortable with the ABC process and believe it provides an added level of protection from fraudulent transfer claims compared to purchasing the assets directly from the insolvent company. Depending on the value to be generated by a sale, these considerations may lead the company to select one approach over the other available options.

In states like California where no court approval is required for a sale, the ABC can also mean a much faster closing — often within a day or two of the ABC itself provided that the assignee has had time to perform due diligence on the sale and any alternatives — instead of the more typical 30-60 days required for bankruptcy court approval of a Section 363 sale. Given the speed at which they can be done, in the right situation an ABC can permit a "going concern" sale to be achieved.

Secured creditors with liens against the assets to be sold will either need to be paid off through the sale or will have to consent to release their liens; forced "free and clear" sales generally are not possible in an ABC.

If the buyer decides to take the real property lease, the landlord will need to consent to the lease assignment. Unlike bankruptcy, the ABC process generally cannot force a landlord or other third party to accept assignment of a lease or executory contract.

If the buyer decides not to take the lease, or no sale occurs, the fact that only nine months remains on the lease means that this company would not benefit from bankruptcy’s cap on landlord claims. If the company’s lease had years remaining, and if the landlord were unwilling to agree to a lease termination approximating the result under bankruptcy’s landlord claim cap, the company would need to consider whether a bankruptcy filing was necessary to avoid substantial dilution to other unsecured creditor claims that a large, uncapped landlord claim would produce in an ABC.

If the potential buyer walks away, the assignee would be responsible for determining whether a sale of all or a part of the assets was still possible. In any event, assets would be liquidated by the assignee to the extent feasible and any proceeds would be distributed to creditors in order of their priority through the ABC’s claims process.

While other options are available and should be explored, an ABC may make sense for this company depending upon the buyer’s views, the value to creditors and other constituencies that a sale would produce, and a clear-eyed assessment of alternative insolvency methods.

Conclusion. When weighing all of the relevant issues, an insolvent company’s management and board would be well-served to seek the advice of counsel and other insolvency professionals as early as possible in the process. The old song may say that ABC is as "easy as 1-2-3," but assessing whether an assignment for the benefit of creditors is best for an insolvent company involves the analysis of a myriad of complex factors.
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