1
																	
 
																	1               
																	UNITED
																	STATES
																	BANKRUPTCY
																	COURT
                 
																	SOUTHERN
																	DISTRICT OF
																	FLORIDA
																	2
																	
																	3                  
																	Judge Steven
																	H. Friedman
																	
																	4
																	
																	5
     In Re:
																	6
                               
																	Case No.
																	04-35435-BKC-SHF
																	7
																	
																	8   
																	eCom
																	eCom.com,
																	Inc.,
																	
																	9           
																	Debtor.
     _______________________________
																	10
																	
																	11
																	
																	12
																	CONFIRMATION
																	HEARING
																	
																	13
																	
																	14 March 12,
																	2007
																	
																	15
																	
																	16
     The above entitled cause came on for hearing before the
																	17  
																	HONORABLE
																	STEVEN H.
																	FRIEDMAN,
																	one of the
																	Judges in
																	the
     UNITED STATES BANKRUPTCY COURT, in and for the SOUTHERN
																	18  
																	DISTRICT OF
																	FLORIDA, at
																	1515 N.
																	Flagler
																	Drive, West
																	Palm
     Beach, Palm Beach County, Florida, on March 12, 2007,
																	19  
																	commencing
																	on or about
																	1:30 p.m.,
																	and the
																	following
     proceedings were had:
																	20
																	
																	21
																	
																	22
																	
																	23
																	
																	24     
																	Reported By:
																	Jacquelyn
																	Ann Jones,
																	Court
																	Reporter
																	
																	25        
																	OUELLETTE &
																	MAULDIN
																	COURT
																	REPORTERS
                     
																	(305)
																	358-8875
																	
                                                           
																	2
																	
																	
																	1
     APPEARANCES:
																	2
																	
																	3   
																	KLUGER
																	PERETZ
																	KAPLAN &
																	BERLIN, P.L.
     By: MICHAEL D. SEESE, ESQUIRE
																	4   
																	On behalf of
																	the Debtor
																	
																	5
     SCHIFF HARDEN
																	6   
																	By: MARK
																	FISHER,
																	ESQUIRE
     On behalf of American Capital Holdings
																	7
																	
																	8   
																	OFFICE OF
																	THE UNITED
																	STATES
																	TRUSTEE
     By: DENYSE HEFFNER, ESQUIRE
																	9
																	
																	10  
																	SECURITIES
																	AND EXCHANGE
																	COMMISSION
     By: GORDON ROBINSON, ESQUIRE
																	11
																	
																	12
																	
																	13
																	
																	14
																	
																	15
																	
																	16
																	
																	17
																	
																	18
																	
																	19
																	
																	20
																	
																	21
																	
																	22
																	
																	23
																	
																	24
																	
																	25
																	
																	
																	
																	
																	
                                                           
																	3
																	
																	
																	1  
																	THE COURT:
																	Thank you
																	for your
																	patience.
																	eCom
    eCom.com, Inc. I'm going to attempt to set up a
																	2  
																	conference
																	call on the
																	computer.
																	
																	3  
																	(The Court
																	contacted
																	Ms. Heffner
																	and Mr.
																	Robinson by
																	
																	4  
																	telephone.)
																	
																	5        
																	THE COURT:
																	Ms. Heffner,
																	good
																	afternoon.
																	This
																	
																	6  
																	is Judge
																	Friedman
																	calling you
																	from West
																	Palm Beach
																	on
																	
																	7  
																	eCom
																	eCom.com,
																	Inc. I will
																	ask you to
																	hold on so
																	that I
																	
																	8  
																	can
																	conference
																	in Mr.
																	Gordon
																	Robinson
																	with the
																	Security
																	
																	9  
																	and Exchange
																	Commission.
																	
																	10  Mr.
																	Robinson,
																	good
																	afternoon.
																	This is
																	
																	11 
																	bankruptcy
																	Judge
																	Friedman
																	calling from
																	West Palm
																	Beach on
																	
																	12  the
																	matter of
																	eCom
																	eCom.com,
																	Inc. I'm
																	going to
																	
																	13 
																	conference
																	you in with
																	Denyse
																	Heffner, and
																	then from
																	
																	14 
																	there we'll
																	proceed with
																	the
																	individuals
																	who are in
																	
																	15 
																	court. If
																	somehow I
																	should lose
																	you, please
																	bear with
																	
																	16  me.
																	
																	17 
																	Then we are
																	ready to
																	proceed. Mr.
																	Seese.
																	
																	18  MR.
																	SEESE: Yes,
																	sir. Thank
																	you.
																	
																	19  THE
																	COURT: You
																	are
																	representing
																	--
																	
																	20  MR.
																	SEESE: eCom,
																	the debtor.
																	
																	21  THE
																	COURT: The
																	debtor.
																	
																	22  MR.
																	FISHER: My
																	name is Mark
																	Fisher, Your
																	
																	23 
																	Honor, from
																	Schiff
																	Harden in
																	Chicago. I'm
																	pro hac vice
																	
																	24  and
																	for American
																	Capital
																	Holdings,
																	the co-plan
																	proponent.
																	
																	25  THE
																	COURT: Very
																	well. Thank
																	you. Nice to
																	
																	
																	
																	
																	
                                                           
																	4
																	
																	
																	1  have
																	you here,
																	Mr. Fisher.
																	
																	2  MR.
																	FISHER: It's
																	a pleasure
																	to be here,
																	Your
																	
																	3 
																	Honor.
																	
																	4  THE
																	COURT: Mr.
																	Seese, are
																	you ready to
																	
																	5 
																	proceed?
																	
																	6  MR.
																	SEESE: I am,
																	Your Honor.
																	
																	7  THE
																	COURT: I
																	have
																	reviewed the
																	certificate
																	of
																	
																	8 
																	attorney for
																	debtor on
																	acceptance
																	of the first
																	amended
																	
																	9  plan
																	of
																	reorganization.
																	Unless I am
																	misreading
																	the
																	
																	10
																	certificate
																	and the
																	attachments,
																	it would
																	appear that
																	the
																	
																	11 requisite
																	numbers of
																	votes in
																	each class
																	were
																	received
																	
																	12 approving
																	the plan. In
																	fact, in
																	class 4,
																	which was
																	the
																	
																	13 only
																	class, I
																	believe
																	impaired --
																	
																	14 MR. SEESE:
																	There was
																	one other
																	class, class
																	
																	15 3.
																	
																	16 THE
																	COURT: Class
																	3 and class
																	4 were both
																	
																	17 impaired.
																	Class 3
																	accepted 100
																	percent, and
																	class 4,
																	
																	18 which is
																	equity,
																	accepted to
																	the extent
																	of 99.57
																	
																	19 percent.
																	
																	20 MR. SEESE:
																	That's
																	correct,
																	Your Honor.
																	And
																	
																	21 there
																	were over 15
																	million
																	shares
																	voted.
																	
																	22 THE
																	COURT: Over
																	15 million
																	shares
																	voted. So
																	
																	23 it would
																	appear as
																	though, at
																	least in
																	terms of the
																	
																	24 votes,
																	the
																	requisite
																	numbers were
																	received.
																	
																	25 Ms.
																	Heffner, do
																	you have any
																	thoughts on
																	that?
																	
																	
																	
																	
																	
                                                           
																	5
																	
																	
																	1  MS.
																	HEFFNER:
																	Your Honor,
																	it certainly
																	appears
																	
																	2  as
																	though the
																	creditors,
																	as well as
																	whatever
																	equity is
																	
																	3 
																	left, has
																	voted to
																	accept the
																	plan.
																	
																	4  THE
																	COURT: And
																	Mr.
																	Robinson, do
																	you have any
																	
																	5 
																	comment on
																	that?
																	
																	6  MR.
																	ROBINSON:
																	Yes, I would
																	like to
																	speak, if I
																	
																	7 
																	could, for
																	just a
																	moment about
																	the
																	uniqueness
																	of this
																	
																	8 
																	case. Your
																	Honor has
																	noted, and
																	the reason
																	I'm
																	appearing
																	
																	9  is
																	that the SEC
																	generally
																	frowns on
																	the
																	trafficking
																	in
																	
																	10 public
																	company
																	shells such
																	as this.
																	
																	11 THE
																	COURT: Yes.
																	
																	12 MR.
																	ROBINSON:
																	This
																	particular
																	case is
																	unique,
																	
																	13 and that
																	is why we've
																	not filed an
																	objection to
																	
																	14
																	confirmation.
																	The gravamen
																	of Federal
																	securities
																	law is
																	
																	15 full
																	disclosure,
																	and here
																	counsel has
																	cooperated
																	fully.
																	
																	16 They have
																	included by
																	way of
																	disclosure
																	everything
																	we
																	
																	17 have
																	asked for,
																	including
																	the fact
																	that the
																	shares may
																	
																	18 not be
																	transferable,
																	because this
																	is a blank
																	check
																	
																	19 company.
																	
																	20 Under the
																	circumstances,
																	we still
																	might have
																	an
																	
																	21
																	objection,
																	because most
																	companies
																	that come
																	into the
																	
																	22
																	bankruptcy
																	courts at
																	this stage
																	are
																	delinquent
																	in their
																	
																	23 periodic
																	public
																	reports.
																	eCom is not,
																	it is
																	current,
																	
																	24 which is
																	extraordinarily
																	unique.
																	
																	25 In fact,
																	I checked
																	this morning
																	and found
																	that
																	
																	
																	
																	
																	
                                                           
																	6
																	
																	
																	1  all
																	their
																	filings were
																	in order,
																	and that
																	they are
																	still
																	
																	2 
																	trading on
																	Big Sheets,
																	LLC. They
																	are trading
																	within a
																	
																	3 
																	narrow band
																	of value and
																	very low
																	volume, none
																	of which
																	
																	4 
																	particularly
																	bothers us.
																	There are
																	not great
																	big spikes
																	
																	5  in
																	their
																	trading, big
																	spikes in
																	volume. So
																	even though
																	
																	6  the
																	commission
																	is not
																	terribly
																	fond of
																	blank
																	checks,
																	
																	7 
																	sometimes we
																	just have to
																	hold our
																	nose and let
																	them go.
																	
																	8  THE
																	COURT: And
																	this would
																	be such a
																	case.
																	
																	9  MR.
																	ROBINSON:
																	This would
																	be one of
																	those
																	
																	10 unique
																	cases.
																	Again,
																	counsel here
																	has done
																	absolutely
																	
																	11
																	everything
																	we've asked
																	for, and
																	we're
																	confident
																	that they
																	
																	12 are
																	highly
																	sophisticated
																	and
																	understand
																	the
																	requirements
																	
																	13 going
																	forward.
																	
																	14 THE
																	COURT: Thank
																	you very
																	much. Mr.
																	Seese, do
																	
																	15 you have
																	anything to
																	add on the
																	issue of
																	confirmation?
																	
																	16 MR. SEESE:
																	Well, I
																	thank Mr.
																	Robinson for
																	his
																	
																	17 comments.
																	I can tell
																	Your Honor,
																	I appreciate
																	what Mr.
																	
																	18 Robinson
																	has said,
																	and we have
																	represented
																	to the Court
																	
																	19 on
																	several
																	occasions
																	that we have
																	attempted to
																	fully
																	
																	20 cooperate
																	with the SEC
																	and address
																	all of their
																	concerns,
																	
																	21 and have
																	included
																	them in the
																	disclosure
																	statement
																	
																	22 process
																	and have
																	circulated
																	for review
																	to make sure
																	that
																	
																	23 we had
																	all of their
																	issues
																	addressed.
																	
																	24 Your
																	Honor, I
																	know it's
																	approaching
																	3:00 and we
																	
																	25 were set
																	for 1:30,
																	and there
																	are other
																	people in
																	the
																	
																	
																	
																	
																	
                                                           
																	7
																	
																	
																	1 
																	courtroom.
																	There are
																	two ways
																	that we can
																	proceed. If
																	
																	2  Your
																	Honor is
																	okay with
																	that, I can
																	give you the
																	long
																	
																	3 
																	version, or
																	I can give
																	you the
																	short
																	version that
																	just
																	
																	4 
																	proffers the
																	elements
																	that are
																	necessary to
																	comply with
																	
																	5 
																	1129. Your
																	Honor has
																	already
																	addressed
																	the fact
																	that we
																	
																	6  have
																	the required
																	acceptances
																	under the
																	Code, I
																	think
																	
																	7 
																	overwhelming
																	acceptances,
																	both for the
																	plan and the
																	
																	8 
																	releases
																	contained
																	therein.
																	
																	9  We
																	have the
																	confirmation
																	affidavit,
																	which is
																	
																	10 what I
																	would
																	proffer to
																	the Court.
																	Mr.
																	Richmond,
																	who is
																	
																	11 in court
																	today, he is
																	the acting
																	CEO by order
																	of this
																	
																	12 Court. I
																	would
																	proffer his
																	testimony
																	through the
																	
																	13
																	confirmation
																	affidavit,
																	ask Your
																	Honor to
																	take
																	judicial
																	
																	14 notice of
																	the
																	affidavit as
																	compliance
																	with the
																	elements
																	
																	15 under
																	1129(a) for
																	purposes of
																	confirmation,
																	and then
																	
																	16 conclude
																	with the
																	matters that
																	are
																	outstanding
																	and how
																	
																	17 that
																	impacts the
																	effective
																	date of the
																	plan under
																	the
																	
																	18 plan.
																	
																	19 MR.
																	FISHER: I
																	believe the
																	confirmation
																	
																	20 affidavit
																	is attached
																	to Mr.
																	Seese's
																	certificate,
																	Your
																	
																	21 Honor.
																	
																	22 THE
																	COURT: I
																	just don't
																	remember
																	where I saw
																	
																	23 it. I
																	have it.
																	
																	24 MR. SEESE:
																	I simply
																	don't want
																	to
																	
																	25
																	unnecessarily
																	take up your
																	time, Judge.
																	
																	
																	
																	
																	
                                                           
																	8
																	
																	
																	1  THE
																	COURT: No.
																	And Mr.
																	Fisher,
																	you're
																	
																	2 
																	comfortable
																	with this?
																	
																	3  MR.
																	FISHER: I
																	believe,
																	Your Honor,
																	that it
																	
																	4 
																	covers all
																	the
																	requirements
																	of 1129.
																	
																	5  THE
																	COURT: I
																	reviewed the
																	affidavit,
																	and it
																	
																	6  does
																	seem to
																	touch upon
																	all the
																	elements
																	under 1129.
																	
																	7  If
																	no one is
																	taking issue
																	with the
																	confirmation
																	
																	8 
																	affidavit
																	filed by Mr.
																	Richmond,
																	then I
																	suppose I
																	should
																	
																	9  hear
																	from other
																	parties who
																	are in the
																	courtroom.
																	Are
																	
																	10 there any
																	parties on
																	eCom
																	eCom.com who
																	wish to be
																	heard?
																	
																	11 There
																	being none
																	to come
																	forward, I
																	will then
																	confirm the
																	
																	12 debtor's
																	first
																	amended
																	Chapter 11
																	plan.
																	
																	13 Mr. Seese,
																	you'll
																	submit the
																	appropriate
																	
																	14 order.
																	
																	15 MR. SEESE:
																	Yes, I will,
																	Your Honor.
																	
																	16 THE
																	COURT: Now
																	then
																	according to
																	my calendar,
																	
																	17 that
																	leaves for
																	consideration
																	the final
																	fee
																	application
																	
																	18 and
																	reimbursement
																	of expenses
																	filed by
																	Kluger,
																	Peretz,
																	
																	19 Kaplan
																	and Berlin
																	as counsel
																	for the
																	debtor.
																	
																	20 MR. SEESE:
																	Yes, Your
																	Honor.
																	Before we
																	address
																	
																	21 the fee
																	application,
																	there are a
																	couple of
																	outstanding
																	
																	22 matters
																	that I would
																	like to
																	bring to
																	Your Honor's
																	
																	23
																	attention.
																	
																	24 THE
																	COURT: Very
																	well.
																	
																	25 MR. SEESE:
																	There are a
																	couple of
																	pending
																	
																	
																	
																	
																	
                                                           
																	9
																	
																	
																	1 
																	matters.
																	Both the
																	debtor and
																	American
																	Capital
																	Holdings,
																	
																	2  the
																	co-proponent
																	of the plan
																	had filed a
																	joint
																	objection
																	
																	3  to
																	claims. The
																	deadline to
																	respond to
																	those
																	objections
																	
																	4  has
																	expired
																	within the
																	meaning of
																	the Code and
																	the local
																	
																	5 
																	rules. We
																	filed a
																	certificate
																	of no
																	response
																	last week
																	
																	6  and
																	have
																	submitted
																	the order to
																	Your Honor,
																	and I
																	believe
																	
																	7  that
																	was Thursday
																	or Friday
																	that we did
																	that.
																	
																	8 
																	There were
																	three claims
																	for which
																	creditors
																	and
																	
																	9  or
																	equity
																	security
																	holders
																	responded.
																	One is a
																	security
																	
																	10 holder, a
																	shareholder
																	named
																	Patricia
																	Finch-Junk
																	
																	11
																	(phonetic),
																	and she
																	simply filed
																	an objection
																	saying that
																	
																	12 she
																	wanted her
																	money back.
																	The amount
																	of money is
																	
																	13 $584.88.
																	We have
																	reserved for
																	that sum.
																	
																	14 Clinton
																	Partners
																	filed a
																	claim that
																	was a
																	
																	15 letter,
																	it was
																	addressed to
																	Your Honor.
																	They had
																	
																	16 original
																	claim, I
																	think it was
																	about
																	$34,000,
																	that had
																	
																	17 been
																	reduced down
																	to about
																	$21,000. We
																	have settled
																	with
																	
																	18 them.
																	They will
																	have an
																	allowed
																	claim and
																	will be
																	
																	19 permitted
																	to convert
																	to equity
																	under the
																	plan as the
																	
																	20 other
																	unsecured
																	creditors,
																	and we will
																	file a 9019
																	motion
																	
																	21 this week
																	with the
																	court in
																	order to
																	attain
																	approval
																	
																	22 of that.
																	
																	23 And then
																	lastly,
																	Barbara
																	Pania had
																	filed a
																	
																	24 claim
																	with the
																	court. We
																	had
																	objected.
																	They had
																	
																	25
																	responded.
																	And they are
																	represented
																	by Mr.
																	Abrams, Tom
																	
																	
																	
																	
																	
                                                           
																	10
																	
																	
																	1 
																	Abrams, if
																	Your Honor
																	will recall.
																	We have
																	settled with
																	
																	2 
																	them.
																	
																	3  The
																	9019 motion
																	was filed
																	with the
																	court, and
																	
																	4  the
																	objection
																	period
																	expires
																	today. We
																	don't
																	anticipate
																	
																	5  any
																	objections
																	being filed.
																	The
																	settlement
																	was fully
																	
																	6 
																	discussed in
																	the
																	disclosure
																	statement,
																	and so we
																	will be
																	
																	7 
																	submitting a
																	certificate
																	of no
																	response and
																	a proposed
																	
																	8 
																	order to
																	Your Honor.
																	
																	9 
																	Lastly,
																	class 1 is
																	the
																	unsecured
																	priority
																	
																	10 claims.
																	There was
																	one
																	claimant,
																	Mr. Rick
																	Turner, who
																	is
																	
																	11 in court
																	today, who
																	has a claim
																	for $4,650.
																	We would
																	
																	12 like to
																	amend the
																	plan on the
																	record to
																	provide, it
																	was
																	
																	13
																	inadvertence
																	on my
																	behalf, that
																	the class 1
																	holder has
																	
																	14 the right
																	to elect to
																	receive
																	stock under
																	the plan,
																	and
																	
																	15 he has
																	elected to
																	do so and
																	can affirm
																	that with
																	Your
																	
																	16 Honor.
																	And so we
																	are seeking
																	to make a
																	modification
																	to
																	
																	17 the plan
																	to provide
																	that class
																	1, like
																	class 3, has
																	the
																	
																	18 ability
																	to elect or
																	receive
																	stock, and
																	we did
																	include
																	
																	19 that as
																	part of the
																	confirmation
																	order.
																	
																	20 THE
																	COURT: And
																	Mr. Turner
																	is here?
																	
																	21 MR. SEESE:
																	Yes. He's in
																	the
																	courtroom,
																	Your
																	
																	22 Honor.
																	
																	23 THE
																	COURT: And
																	Mr. Turner,
																	that is an
																	accurate
																	
																	24 statement
																	that you
																	wish to
																	convert your
																	claim to an
																	
																	25 equity
																	claim?
																	
																	
																	
																	
																	
                                                           
																	11
																	
																	
																	1  MR.
																	TURNER:
																	That's
																	correct.
																	
																	2  MR.
																	SEESE:
																	Lastly, Your
																	Honor, I
																	know I said
																	
																	3 
																	lastly
																	before, one
																	more time,
																	the
																	effective
																	date was
																	
																	4 
																	originally
																	slated under
																	the plan to
																	be when the
																	
																	5 
																	confirmation
																	order goes
																	final.
																	
																	6  What
																	I would like
																	to do is
																	just simply
																	modify
																	
																	7  on
																	the record
																	to provide
																	that the
																	effective
																	date of the
																	
																	8  plan
																	will go
																	final once
																	we have the
																	order on the
																	Pania
																	
																	9 
																	settlement,
																	once we have
																	the order on
																	the Partners
																	
																	10
																	settlement,
																	and then we
																	again will
																	reserve for
																	the
																	
																	11
																	shareholder
																	who
																	objected, so
																	I don't
																	think that
																	that
																	
																	12 needs to
																	hold
																	anything up.
																	But that
																	should take
																	maybe 20
																	
																	13 or 25
																	days. So we
																	would simply
																	modify the
																	plan to
																	
																	14 provide
																	instead of
																	11 days, it
																	would be 20
																	or 25 days
																	at
																	
																	15 the most.
																	
																	16 As far as
																	U.S. Trustee
																	fees, the
																	debtor is
																	
																	17 current
																	on all DIP
																	reports
																	through
																	12/31/06.
																	They are
																	
																	18 current
																	on U.S.
																	Trustee fees
																	through
																	12/31/06. We
																	have a
																	
																	19 check for
																	the first
																	quarter '07
																	payment for
																	$250, which
																	
																	20 is not
																	yet due.
																	
																	21 The funds
																	that were
																	provided for
																	under the
																	
																	22 plan, ACH
																	is in court,
																	Mr. Richmond
																	is here, and
																	we
																	
																	23 believe
																	that there
																	are
																	sufficient
																	funds on
																	hand to meet
																	
																	24 the
																	expenses
																	contemplated
																	under the
																	plan, and I
																	believe
																	
																	25 that
																	covers
																	everything
																	that I
																	wanted to
																	address with
																	Your
																	
																	
																	
																	
																	
                                                           
																	12
																	
																	
																	1 
																	Honor.
																	
																	2  And
																	now I'm
																	prepared to
																	get into the
																	fee
																	
																	3 
																	application
																	if Your
																	Honor is
																	ready.
																	
																	4  THE
																	COURT:
																	Before I do,
																	let me
																	inquire, Ms.
																	
																	5 
																	Heffner, is
																	there
																	anything you
																	would like
																	to add or
																	
																	6 
																	inquire
																	about?
																	
																	7  MS.
																	HEFFNER:
																	Your Honor,
																	I'm blown
																	away by Mr.
																	
																	8 
																	Seese. No, I
																	do not
																	object to
																	the
																	continuance
																	of the
																	
																	9 
																	effective
																	date for
																	what would
																	be probably
																	about two
																	
																	10 weeks. We
																	do need
																	reports for,
																	I think
																	January and
																	
																	11 February,
																	but I'm not
																	worried
																	about that
																	at this
																	time.
																	
																	12 The case
																	isn't
																	actually
																	closing, it
																	is the firm,
																	and
																	
																	13 I think
																	we're ready
																	to go on to
																	the fee
																	applications.
																	
																	14 THE
																	COURT: Very
																	well. Mr.
																	Fisher, do
																	you wish
																	
																	15 to add
																	anything?
																	
																	16 MR.
																	FISHER: I do
																	not, Your
																	Honor. I
																	believe
																	
																	17 that
																	we've made a
																	record for
																	feasibility
																	here. I have
																	in
																	
																	18 my pocket
																	the
																	cashier's
																	checks that
																	have to be
																	
																	19
																	distributed
																	that we'll
																	give over
																	for that
																	once the
																	plan
																	
																	20 becomes
																	effective,
																	so we're
																	ready to go
																	with respect
																	to
																	
																	21 that
																	distribution.
																	
																	22 THE
																	COURT: And
																	Mr.
																	Robinson?
																	
																	23 MR.
																	ROBINSON:
																	Your Honor,
																	I think they
																	have
																	
																	24 covered
																	everything.
																	Thank you.
																	
																	25 THE
																	COURT: Then
																	I will
																	confirm the
																	debtor's
																	
																	
																	
																	
																	
                                                           
																	13
																	
																	
																	1 
																	Chapter 11
																	plan.
																	Congratulations,
																	Mr. Seese.
																	
																	2  MR.
																	SEESE: Thank
																	you, Your
																	Honor.
																	
																	3  THE
																	COURT: And
																	you'll
																	submit the
																	confirmation
																	
																	4 
																	order.
																	
																	5  MR.
																	SEESE: Yes,
																	sir.
																	
																	6  THE
																	COURT: That
																	confirmation
																	order will
																	
																	7 
																	include the
																	changes in
																	status of
																	Mr. Turner,
																	I believe,
																	
																	8  and
																	any other
																	changes that
																	you've
																	mentioned.
																	
																	9  MR.
																	SEESE: Yes,
																	sir. And I'm
																	happy to
																	
																	10 circulate
																	a draft to
																	Mr. Fisher,
																	as well as
																	Ms. Heffner
																	
																	11 and Mr.
																	Robinson,
																	for their
																	review.
																	
																	12 THE
																	COURT: Very
																	well. That's
																	fine. Then
																	we
																	
																	13 can move
																	on to the
																	fee
																	application.
																	
																	14 MR. SEESE:
																	Yes, sir.
																	
																	15 Your
																	Honor, my
																	firm filed
																	a, it's the
																	only fee
																	
																	16
																	application
																	that was
																	filed in
																	this case,
																	it's for the
																	
																	17 period
																	ending
																	January 31,
																	2007. The
																	fees were
																	
																	18
																	approximately
																	$124,000. We
																	have agreed
																	with the
																	debtor
																	
																	19 to reduce
																	our fee
																	application
																	to $120,000.
																	We hold a
																	
																	20 $65,000
																	retainer.
																	American
																	Capital
																	Holdings, in
																	
																	21
																	accordance
																	with the
																	plan, is
																	putting up
																	another
																	$35,000.
																	
																	22 We will
																	accept a
																	payment of
																	$100,000,
																	with the
																	balance to
																	
																	23 be paid
																	over the
																	next four
																	months,
																	$5,000 per
																	month. And
																	
																	24 we
																	reserve the
																	right to
																	file a
																	supplement
																	fee
																	application
																	
																	25 to
																	capture our
																	fees for
																	February 1
																	through the
																	
																	
																	
																	
																	
                                                           
																	14
																	
																	
																	1 
																	confirmation
																	hearing,
																	although I
																	don't
																	suspect
																	they're
																	
																	2 
																	much, the
																	last I
																	checked it
																	was about
																	$3500, but
																	that was
																	
																	3  for
																	the month of
																	February. So
																	maybe that
																	will double
																	the
																	
																	4 
																	hearing up
																	for
																	confirmation.
																	And then
																	those will
																	be paid
																	
																	5  in
																	the fifth
																	month
																	following
																	the
																	effective
																	date.
																	
																	6 
																	There were
																	no
																	objections
																	filed to the
																	fee
																	
																	7 
																	application,
																	and
																	therefore,
																	we would ask
																	Your Honor
																	to
																	
																	8 
																	approve
																	same. I do
																	not have an
																	order with
																	me today, I
																	
																	9 
																	apologize,
																	but I will
																	be happy to
																	upload it in
																	the near
																	
																	10 future.
																	
																	11 THE
																	COURT: So
																	then the fee
																	would be
																	allowed
																	
																	12 for
																	$120,000.
																	
																	13 MR. SEESE:
																	Yes, sir.
																	
																	14 THE
																	COURT: Your
																	firm
																	received a
																	$65,000
																	
																	15 retainer.
																	
																	16 MR. SEESE:
																	Yes, sir.
																	
																	17 THE
																	COURT: So
																	then the fee
																	order will
																	provide
																	
																	18 that your
																	firm will
																	receive an
																	additional
																	$35,000, and
																	
																	19 the
																	source of
																	those funds
																	will be --
																	
																	20 MR. SEESE:
																	American
																	Capital
																	Holdings,
																	the
																	
																	21
																	co-proponent
																	of the plan.
																	
																	22 MR.
																	FISHER: This
																	is all part
																	of the exit
																	
																	23 financing
																	was provided
																	for in the
																	plan, in
																	essence they
																	
																	24 put it up
																	and it will
																	be turned
																	into equity
																	at the same
																	
																	25 rate that
																	the
																	unsecured
																	creditors
																	are getting.
																	
																	
																	
																	
																	
                                                           
																	15
																	
																	
																	1  THE
																	COURT: Very
																	well. And
																	then the
																	order will
																	
																	2 
																	further
																	provide that
																	the
																	remaining
																	$20,000
																	would be
																	paid
																	
																	3  how?
																	
																	4  MR.
																	SEESE:
																	$5,000 per
																	month in
																	each of the
																	
																	5  next
																	four months
																	following
																	the
																	effective
																	date, with
																	any
																	
																	6 
																	supplemental
																	fees awarded
																	to be tacked
																	on at the
																	end.
																	
																	7  THE
																	COURT: Plus
																	reimbursement
																	of expenses
																	in
																	
																	8  the
																	amount of
																	$364.74.
																	
																	9  MR.
																	SEESE: I
																	think that's
																	correct,
																	Your Honor,
																	
																	10 it's a
																	few hundred
																	dollars. I
																	did not
																	bring my
																	binder up
																	
																	11 with me.
																	
																	12 THE
																	COURT:
																	That's what
																	was
																	reflected in
																	the
																	
																	13 fee
																	application.
																	
																	14 MR. SEESE:
																	Yes. That
																	would be
																	through the
																	end
																	
																	15 of
																	January 31,
																	yes, sir.
																	
																	16 THE
																	COURT:
																	Actually,
																	the fee
																	order should
																	
																	17 reflect
																	that the
																	gross amount
																	of the fees
																	allowed,
																	less
																	
																	18 the
																	retainer,
																	and then the
																	same would
																	go for the
																	
																	19 expenses.
																	
																	20 MR. SEESE:
																	Yes, sir.
																	And I will
																	circulate
																	
																	21 that
																	order as
																	well.
																	
																	22 THE
																	COURT: Very
																	well. Mr.
																	Robinson,
																	any last
																	
																	23 comments?
																	
																	24 MR.
																	ROBINSON:
																	Your Honor,
																	I'm just
																	surprised
																	
																	25 that Mr.
																	Seese
																	doesn't want
																	to elect to
																	accept
																	stock.
																	
																	
																	
																	
																	
                                                           
																	16
																	
																	
																	1  THE
																	COURT: No
																	comment. Ms.
																	Heffner.
																	
																	2  MS.
																	HEFFNER:
																	Your Honor,
																	I have no
																	objection.
																	
																	3  I
																	want to
																	point out
																	the comments
																	made by Mr.
																	Robinson
																	
																	4 
																	earlier
																	about the
																	sophisticated
																	and very
																	good work
																	that
																	
																	5  the
																	attorney did
																	in complying
																	with
																	difficult
																	SEC
																	
																	6 
																	regulations,
																	and I think
																	certainly
																	the fees may
																	be
																	
																	7 
																	deserved.
																	
																	8  MR.
																	FISHER:
																	There's one
																	other matter
																	which
																	
																	9  will
																	happen in
																	the same
																	time frame.
																	The auditors
																	
																	10 that have
																	kept this
																	company
																	reporting
																	currently
																	will file
																	
																	11 their fee
																	application
																	also, which
																	will be
																	heard within
																	
																	12 that same
																	period, and
																	so that Your
																	Honor will
																	review
																	
																	13 their
																	fees.
																	
																	14 MR. SEESE:
																	The Weisnik
																	(phonetic)
																	firm did not
																	
																	15 file a
																	final fee
																	application
																	in
																	accordance
																	with the
																	
																	16 order.
																	There was a
																	provision in
																	the plan
																	that
																	provided
																	
																	17 that
																	final fee
																	applications
																	would be
																	filed within
																	ten
																	
																	18 days of
																	the
																	effective
																	date. It was
																	inadvertence
																	when
																	
																	19 they
																	didn't file
																	it, and so
																	we would
																	only ask
																	that we be
																	
																	20 permitted
																	to file
																	their fee
																	application
																	as well to
																	
																	21 encompass
																	the fees
																	that they
																	have
																	incurred
																	during this
																	
																	22 case, and
																	those too
																	would be
																	paid as part
																	of the new
																	
																	23 funding
																	by American
																	Capital
																	Holdings in
																	accordance
																	with
																	
																	24 the plan.
																	
																	25 THE
																	COURT: I
																	would need
																	to hold a
																	hearing on
																	
																	
																	
																	
																	
                                                           
																	17
																	
																	
																	1 
																	that.
																	
																	2  MR.
																	SEESE: Yes,
																	sir. And we
																	have advised
																	them
																	
																	3  on
																	that.
																	
																	4  THE
																	COURT: So
																	then what I
																	will ask you
																	to do,
																	
																	5  Mr.
																	Seese, is,
																	when that
																	fee
																	application
																	is filed, to
																	
																	6  move
																	matters
																	along,
																	please get
																	in touch
																	with my
																	courtroom
																	
																	7 
																	deputy, Ms.
																	Klopp, to
																	expedite the
																	scheduling
																	of the
																	
																	8 
																	hearing, at
																	least so it
																	gets set --
																	it still
																	will need to
																	
																	9  be
																	set on no
																	less than 20
																	days notice.
																	
																	10 MR. SEESE:
																	Yes, Your
																	Honor.
																	
																	11 MR.
																	FISHER:
																	We'll take
																	care of
																	that.
																	
																	12 MR. SEESE:
																	Thank you
																	very much
																	for your
																	
																	13
																	accommodating
																	us. You've
																	been very
																	patient, and
																	we're
																	
																	14 finally
																	there, and
																	we thank you
																	very much.
																	
																	15 THE
																	COURT: If I
																	gave you a
																	quarter,
																	would you
																	
																	16 call my
																	wife and
																	tell her
																	that.
																	
																	17 MR. SEESE:
																	Only if I
																	can get a
																	transcript
																	or
																	
																	18 excerpt
																	of Ms.
																	Heffner's
																	comments on
																	my fees.
																	
																	19 THE
																	COURT: Ms.
																	Heffner,
																	anything
																	further?
																	
																	20 MS.
																	HEFFNER: No,
																	nothing
																	further,
																	Your
																	
																	21 Honor.
																	
																	22 THE
																	COURT: And
																	nothing from
																	you, Mr.
																	Robinson?
																	
																	23 MR.
																	ROBINSON:
																	No. Thank
																	you, Your
																	Honor, for
																	
																	24
																	accommodating
																	us by
																	telephone
																	today.
																	
																	25 THE
																	COURT: I
																	thank you
																	all very
																	much. Very
																	
																	
																	
																	
																	
                                                           
																	18
																	
																	
																	1  well
																	done, Mr.
																	Seese, and I
																	appreciate
																	your being
																	here
																	
																	2 
																	also, and
																	I'm very
																	pleased at
																	the outcome.
																	
																	3  MR.
																	FISHER:
																	Thank you
																	very much.
																	
																	4  MR.
																	SEESE: Thank
																	you, Your
																	Honor. It's
																	a
																	
																	5 
																	pleasure.
																	
																	6  MS.
																	HEFFNER:
																	Thank you,
																	Your Honor.
																	
																	7  (The
																	proceedings
																	were
																	concluded.)
																	
																	8
																	
																	9
																	
																	10
																	
																	11
																	
																	12
																	
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																	19
																	
																	
																	1               
																	C E R T I F
																	I C A T E.
																	
																	2
																	
																	3  The
																	State of
																	Florida )
																	
																	4 
																	County of
																	Palm Beach )
																	
																	5
																	
																	6         
																	I, JACQUELYN
																	ANN JONES,
																	Court
																	Reporter,
																	certify
																	
																	7  that
																	I was
																	authorized
																	to and did
																	stenographically
																	report
																	
																	8  the
																	foregoing
																	hearing; and
																	that the
																	transcript
																	is a true
																	
																	9 
																	record of my
																	stenographic
																	notes.
																	
																	10 I further
																	certify that
																	I am not a
																	relative,
																	
																	11 employee,
																	attorney or
																	counsel of
																	any of the
																	parties, nor
																	
																	12 am I a
																	relative or
																	employee of
																	any of the
																	parties'
																	
																	13 attorney
																	or counsel
																	connected
																	with the
																	action, nor
																	am I
																	
																	14
																	financially
																	interested
																	in the
																	action.
																	
																	15
																	
																	16          
																	In witness
																	whereof I
																	have
																	hereunto set
																	my hand
																	
																	17 and seal
																	this 13th
																	day of
																	March, 2007.
																	
																	18
																	
																	19                             
																	___________________________
																	
																	20                                
																	JACQUELYN
																	ANN JONES
																	
																	21                             
																	Commission
																	No. CC
																	995956
																	
																	22                              
																	Expires Feb
																	18, 2009
																	
																	23
																	
																	24
																	
																	25