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Xenophon

01/16/07 8:23 PM

#17100 RE: PUFFII #17099

I would bet that Malcolm did NOT have a FAIRNESS OPINION rendered as to the Fair Market Value of the CDEx shares at the time they were issued to Dawn & Mari (and others).

Without a FAIRNESS OPINION, he could be found to have breached his fiduciary duty to all other shareholders (and share classes) by selling preferentially to select parties at a significant discount to FAIR MARKET VALUE. Especially since he did not offer these terms to all other existing shareholders!!!

Any shareholders who have lost munny investing in LOCH or CDEx (recall that LOCH shareholders were the beneficiaries of the CDEx stock held by LOCH in 2002) prior to the first SB-2 filing disclosing these sales should find out whether a FAIRNESS OPINION was rendered by an impartial third party to support the price/valuation of the shares sold to Mari, Dawn, and others at a SIGNIFICANT DISCOUNT over both prior and subsequent private stock placements by CDEx.

The much later issued infamous 30 Centers sold preferentially to Jammonjeff and others is similarly situated.

Time for Closer's FORENSIC ACCOUNTING TEAM to go to DEFCON 3.

A retrospective FMV analysis would finally open the CDEx books to outside scrutiny and you might find out where that missing $25,000,000 went.


It's funny - when Hari says "prove that they did" it reminds me of MP (P4316) claiming in his posts that there was no evidence that either Boone or Baker sold any of their LOCH shares. MP4316 said exactly the same thing to defend Boone and Baker - "prove they did!"