Replies to post #43487 on Cdex, Inc. (fka CDEX)

[d4diddy]

Holding the "shareholder's shares" ransom was simply a diversion to keep the shareholders busy trying to get what belonged to them.

By the time all the actions concluded the desire to sue the scum bags for fraud had dissipated. Shareholders were just happy to finally get their shares, while the crooks walked away scottfree and the behind-the-scene crook took center stage as the new CEO.

The scheme that the crooks had devised worked like a charm.

The deception and scheming has not change, just look at the public records for the last 3+ years.

[pennstreet]

Hum:

You said this::::

''Robert Stewart was also accused of COI for allegedly working for Loch Harris in the past and later involved in the DA suit against Loch Harris.''

AND the court said this about Mr. Stewart and Ms Stassi::::

""In January 18, 2002, plaintiffs Mari L. Stassi and Robert Stewart
filed this action derivatively on behalf of Loch Harris and against the
individual defendants and nominal defendant Loch Harris. Plaintiffs alleged
that the individual defendants were directors and officers of Loch Harris who
breached their fiduciary and other duties by, inter alia, failing for more than
four years to convene a shareholders' meeting to elect directors; increasing the
number of authorized shares without shareholder vote; failing to file periodic
reports with the S.E.C. as required by the Securities Exchange Act of 1934;
taking actions that resulted in resignation of Loch Harris's auditors and the
auditors' withdrawal of previous financial reports; and wasting corporate
assets. See Original Petition (Jan. 18, 2002).

The court also said this about Mr. Stewart and Ms. Stassi::

""This Court, in its March 11, 2003 Preliminary Order, approved for
settlement purposes the derivative status of this lawsuit. The Court, upon
analyzing again the requirements for derivative suits as expressed in Rule 42 of
the Texas Rules of Civil Procedure and Article 5.14 of the Texas Business
Corporation Act, re-confirms that derivative status was and is warranted for
settlement purposes for the reasons expressed in the Preliminary Order, the
papers on file herein, at oral argument, and/or as expressed below.

9. This action was first filed as a derivative suit by plaintiffs Mari
L. Stassi and Robert Stewart. Rule 42(a) allows "a derivative suit brought
pursuant to Article 5.14 of the Texas Business Corporation Act" if

the petition shall contain the allegations (1) that the plaintiff was
a record or beneficial owner of shares, and (2) with particularity,
the efforts of the plaintiff to have suit brought for the corporation
by the board of directors, or the reasons for not making any such
efforts.

Tex. R. Civ. P. 42(a). The petition did contain such allegations.

10. Rule 42(a) further states that

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FINAL JUDGMENT

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The derivative suit may not be maintained if it appears that the
plaintiff does not fairly and adequately represent the interests of
the shareholders similarly situated in enforcing the right of the
corporation.

Tex. R. Civ. P. 42(a). For the reasons discussed below with regard to the
adequacy- of-representation requirement in Rule 42(a)(4) (relating to class
actions), the derivative plaintiffs and their counsel are fairly and adequately
representing the interests of the shareholders in enforcing the right of Loch
Harris against the individual defendants.

11. All prerequisites for a derivative suit, as expressed in Rule
42(a), are satisfied. The Court re-confirms that derivative status was and is
appropriate Rule 42(a), with derivative plaintiffs Mari L. Stassi and Robert
Stewart as the derivative representatives and Scott A. Kamber, Esq. as lead
derivative counsel. Each of the derivative plaintiffs has committed a tremendous
amount of time and effort in the pursuit of this case and consummation of the
settlement. In so doing, they have demonstrated that they are independent and
able derivative representatives. Each of the derivative plaintiffs, in addition
to holding Loch Harris stock, happens to be a holder of CDEX stock as well as
stock in other unrelated companies.(1) Their holdings of CDEX stock neither
clouded their judgment nor compromised their independence and nothing in the
record suggests otherwise.

Then there was this from the court about Morovan :

"" 74. The reaction of the shareholders and the Class appears to support
the proposed settlement. Notice to the shareholders was widespread. See Counsel
Aff. Para.Para. 40-48. Notwithstanding the breadth of notice, only eight
shareholders - who stated that they own 5,100 shares, 24,000 shares, 5,000
shares, 650 shares, 5,000 shares, 4,500 shares, 2,800 shares, and 2,000 shares
of Loch Harris, requested exclusion from the Class.(7) Second Cantor Aff. Ex. D.
Only one shareholder - Mr. Liviu D. Morovan - sent a letter expressing his
"intention to appear before the Court on May 30, 2003 with the purpose of
objecting" to the settlement. Id. at Ex. A (letter from Mr. Morovan dated May
16, 2003). Ultimately, Mr. Liviu D. Morovan did not appear or object at the May
30, 2003 hearing; and therefore, among all the Loch Harris shareholders, there
is not a single objection pursuant to the parameters that the Court set forth in
its Preliminary Order. "

The court said this about Morovan:

""
111. Further, even if the Court were to consider Mr. Morovan's May 16,
2003 letter to be an objection - which the Court does not - the Court has
carefully considered the letter and overrules it for the reasons stated
elsewhere in this opinion. ""

As noted by the court, NO objections, none. Neither Morovan showed. Mr. Stewart was there, he answered all the questions asked of him. And he had several other shareholders who came with him. I know this, cause I was there.