In re: 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

PALM BEACH DIVISION 

www.flsb.uscourts.gov 

Chapter 11 

!CAN BENEFIT GROUP, LLC, el. al. 1 Case No.: 21-12567-MAM 

Case No.: 21-12568-MAM 

Case No.: 21-12569-MAM 

Jointly Administered with Case No.: 21-

12567-MAM 

DECLARATION OF STEPHEN M. TUCKER IN SUPPORT OF FIRST DAY MOTIONS 

BEFORE ME, the undersigned authority, personally appeared STEPHEN M. TUCKER, 

in HaywoodCounty, North Carolina, who after being duly sworn, deposes and says as follows: 

Introduction 

I. My name is Stephen M. Tucker. I am over the age of 18 and competent to make 

this declaration (the "Declaration"). I am a registered and licensed insurance agent in multiple 

states across the country. I am the co-founder, chief executive officer and manager of iCan Benefit 

Group, LLC ("Benefit Group"), iCan Holding, LLC ("Holding") and On Call Online, LLC 

("OnCall" and the foregoing collectively referred to as the "Debtors"). 

2. I was previously president of Insurance Benefits Group, and before that I was 

Executive Vice President of Blue Cross Blue Shield, MGA Agency Division. 

3. Founded in 2005, Benefit Group is engaged in selling msurance directly to 

consumers across the United States except Washington State and Alaska. Benefit Group works 

with a range of providers so that consumers get the most affordable plan with the maximum 

potential to address their coverage needs. 

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtors' federal tax identification 

number, as applicable, are: iCan Benefit Group, LLC (5888); iCan Holding, LLC (8944) and On Call Online, LLC 

(2496). The Debtors' mailing address is 5301 N Federal Highway, Suite 375, Boca Raton, FL 33487. 

A.9.Q~n.tis 55 Alhambra Plaza· Suite 800 ·Coral Gables, Florida 33134 · T. 305.722.2002 · www.agentislaw.com 

Case 21-12567-MAM Doc 25 Filed 03/22/21 Page 1 of 15
4. Benefit Group has sold close to I million insurance contracts, including health and 

life insurance, homeowners, property insurance and other medically related benefits. 

5. After having spoken to tens of thousands of consumers, most of whom were 

frustrated by the need to obtain different types of insurance coverage from different vendors, I 

innovated the concept of a single insurance advisor, helping consumers navigate and consolidate 

all of their insurance needs through a single resource. 

6. The business model of Benefit Group is actually quite simple notwithstanding a 

complex behind-the scenes platform. Benefit Group either spends its own money, or is given 

money by an insurance underwriter to advertise and then sell their policies. In my more than 30 

years of experience in the insurance industry, there has always been a direct correlation between 

what I spend on advertising and the number of consumers who select appropriate coverage for 

their needs from my companies. 

7. Indeed, one such example was Benefit Group having been able to generate 2500 

policies a week for Assurant Health; resulting in $22 million in annual, recurring commission 

mcome. 

8. I have been an industry speaker on telemedicine, health insurance, product 

development and best practices in marketing insurance. 

9. I have served on the advisory boards of United Healthcare, MunichRE, Companion 

Life of South Carolina, American Medical Security and Florida Blue Cross and Blue Shield, 

among others. 

10. Benefit Group's present cash challenges (as described below), has prevented us 

investing revenue dollars on advertising and sales development. That notwithstanding, I have 

recently engaged with a leader in the payroll and employee benefit industry to enroll their 68,000 

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Case 21-12567-MAM Doc 25 Filed 03/22/21 Page 2 of 15
employees into employer-sponsored health and wellness insurance benefits. Benefit Group was 

also recently contacted by a publicly traded health tech company to assist them enroll 18,000 

employees of independent physician's offices. On behalf of Benefit Group, I continue to pursue 

other business to business opportunities to grow the company without the up-front, capital 

intensive requirements of outside marketing. 

Corporate Structure 

11. Holding is headquartered in Boca Raton, Florida and is the 100% interest holder of 

Benefit Group and OnCall. 

12. OnCall is the holding company for iCan Benefit Group's telemedicine business. 

This business allows consumer's access to telemedicine, a safe, fast and convenient way to have 

access to a doctor for minor health issues 24 hours a day, seven days a week. 

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Case 21-12567-MAM Doc 25 Filed 03/22/21 Page 3 of 15
The Law Store 

Service Company 

LLC 

Stephen Marc 

Tucker 

CEO 

iCan Holding, LLC 

l1can ::eflt :rnu; , LLC i i _, ____________________ J 

I -------------- iCan Media, LLC i 

-ica~-l~~~r~n~e; I 

i L _____________ _ -------' 

c---------

1 

1 ()~_~all Online, 

LLC i 

I 

L ___ _ _J 

,------------------

i interactiveMD, 1 LLC l ________ j 

iCan IP Holdings, 

LLC 

Transactions with Southern Guaranty Insurance Company and Debt Structure 

A. The SGIC Loan 

13. On or about November 7, 2018, SGIC and Benefit Group along with its subsidiaries 

and/or affiliates, The Law Store Service Company, LLC, iCan Insurance, LLC, iCan IP Holdings, 

LLC. iCan Media, LLC and InteractiveMD, LLC (the "Initial Borrowers"), entered into the Loan 

and Security Agreement (the "Initial Loan"), pursuant to which SGIC agreed to advance a loan to 

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Case 21-12567-MAM Doc 25 Filed 03/22/21 Page 4 of 15
the Initial Borrowers in the principal amount of $3,200,000.002

• The Initial Loan contains a 

security agreement securing the loan. 

14. Dale Schmidt is the CEO of SGIC and upon good information and belief, owns 

and/or solely controls SGIC. 

15. The Initial Loan is evidenced by the Term Note, executed by the Initial Borrowers, 

dated November 7, 2018, in the principal amount of$3,200,000.00. 

16. SGIC filed a form UCC-1 Financing Statement with the Florida Secured 

Transaction Registry on November 8, 2018, under File No. 201806977417. 

17. On or about March 19, 2019, SGIC and Benefit Group, Holding along with its 

subsidiaries and/or affiliates, OnCall, The Law Store Service Company, LLC, iCan Insurance, 

LLC, iCan IP Holdings, LLC, iCan Media, LLC and InteractiveMD, LLC3 (collectively, the 

"Borrowers"), entered into the Amended and Restated Loan and Security Agreement (the 

"Amended Loan"), pursuant to which SGIC agreed to advance additional funds to the Borrowers 

in the amount of$1,926,306.99. The Amended Loan contains a security agreement which secures 

the loan. 

18. There is no promissory note evidencing the additional funds that SGIC agreed to 

advance under the Amended Loan. 

19. SGIC filed a form UCC-1 Financing Statement with the Florida Secured 

Transaction Registry on March 20, 2019, under File No. 201908175409. 

2 It is unclear at this time whether SGIC actually funded the full principal amount. Pursuant to the Amended Loan (as 

defined herein), SGIC states that it only advanced $2,800,000.00 under the Initial Loan. See Initial Loan,§ 2.3(a). 3 The Amended Loan added Holding and OnCall as additional borrowers. 

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20. As additional security for the Amended Loan, I executed and delivered to SGIC a 

Bad Boy Guaranty ("Bad Boy Guaranty"), dated March 19, 2019, pursuant to which I guaranteed 

payment to SGIC upon the occurrence of certain "Prohibited Acts." 

21. In connection with the Amended Loan, the Borrowers and SGIC entered into the 

Management Agreement ("Management Agreement"), dated March 19, 2019, whereby the 

Borrowers were required to retain CD Paradise Management, LLP ("Paradise"). 

22. Dale Schmidt is also the CEO of Paradise and upon good information and belief, 

owns and/or solely controls Paradise. 

23. Paradise was retained to provide "consulting services as requested from time to 

time by the (Borrowers] regarding management and operation of the [Borrowers] ... " See 

Management Agreement, § I. I (a). 

24. The Management Agreement prohibits Borrowers from making any payments or 

expenditures, unless made to SGIC to pay down the Amended Loan, to Paradise for management 

fees, or pursuant to a budget preapproved by Paradise. 

25. Although the Management Agreement severely restricts the Borrowers control of 

its own finances, Paradise is not required to actually perform any management services under the 

Management Agreement. See Management Agreement,§ 1.l(a) ("It is specifically acknowledged 

and agreed that the Manager is not obligated to provide any specific Management Services, only 

those Management Services that the Manager agrees to provide from time to time in its 

discretion.") 

26. Additionally, in connection with the Amended Loan, on or about March 19, 2019, 

Premier Administrative Solutions, Inc. ("Premier") and Benefit Group entered into the Master 

Services Agreement (the "MSA"). 

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27. Dale Schmidt is also the CEO of Premier and upon good information and beliet: 

owns and/or solely controls Premier. 

28. Pursuant to the MSA, Premier was supposed to perform certain services for Benefit 

Group, including: (i) collection of insurance premium payments, (ii) deposit of insurance 

premiums into a Premium controlled account, (iii) maintenance account records, and (iv) 

disbursement payments to Benefit Group and third parties pursuant to established procedures. 

29. Additionally, in connection with the Amended Loan, on or about March 19, 2019, 

SGIC, Premier, Paradise and Dale Schmidt4 (the "Lender Parties") and the Borrowers and I, 

entered into the Option Agreement (the "Option Agreement") (collectively, the Amended Loan, 

Management Agreement, TP A, Bad Boy Guaranty and Option Contract, are defined as the "Loan 

Documents") whereby the Borrowers granted an option to the Lender parties to purchase 

substantially all of the assets, or equity interests, of the Borrowers. 

30. SGIC now claims to be owed over $11 million. 

Events Precipitating the Bankruptcy Filing 

31. On behalf of SGIC, Mr. Schmidt committed to invest $1.5 million into Benefit 

Group's marketing and growth, and to fund the growth of the Wal-Mart, in-store insurance agency 

pilot program. ("Walmart Program"). 

32. The Walmart Program consisted of three pilot stores where Benefit Group would 

place a store-front in Walmart Superstores across the country, exposing Benefit Group's products 

and brands to over 2 million customers annually, per Walmart store. 

4 Dale Schmidt is the control person for SGIC, Premier and Paradise. Mr. Schmidt signed the Option Agreement as 

Chairman of SGIC, Chief Executive Officer of Premier, Chief Executive Officer of Paradise, and on behalfofhimself 

personally. 

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33. Benefit Group opened the 3 pilot stores, but instead of providing Benefit Group 

with the marketing capital and funding for the Walmart Program, Mr. Schmidt, through his 

management company, CD Paradise, actually prohibited Benefit Group from developing the 

Walmart Program. 

34. Approximately 6 months after rece1vmg the Amended Loan from SGIC, Mr. 

Schmidt, on behalf of SG!C, advised me that SGIC would not be funding any future loans at all. 

As explained to me by Mr. Schmidt, the State of Wisconsin Department of Insurance would not 

allow SGIC to lend Benefit Group any future monies. 

35. Shortly after being advised that SGIC would cease lending to Benefit Group, Mr. 

Schmidt, through CD Paradise, began imposing certain management decisions upon Benefit Group 

that had the direct and immediate effect of impairing cash flow. For example, Mr. Schmidt required 

Benefit Group to factor its receivables with an entity located in the U.S. Virgin Islands which, upon 

good information and belief, is owned and/or controlled directly by Dale Schmidt. The effective 

rate of the factoring arrangement was approximately 24% per year. The debt service to Mr. 

Schmidt's factoring company further impaired Benefit Group's cash flow and caused Benefit 

Group's loan with SGIC to go into default. That, in turn, caused Benefit Group to incur late fees 

and penalties under the terms of the Amended Loan with SGIC. 

36. In addition to the cash crisis caused by the exorbitant debt service to the factor, CD 

Paradise (another of Mr. Schmidt's entities) required Benefit Group to terminate its accounting 

staff on the promise that CD Paradise (represented to me as a management company with a full 

staff of accounting personnel) would provide those services. However, CD Paradise did not and 

does not perform financial management services for Benefit Group. As a result, when Benefit 

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Group could not produce a budget for SGIC, both Benefit Group and myself individually plunged 

further into default of the SGIC loan documents and the Bad Boy Guaranty. 

37. SGIC also directed the termination of Benefit Group's in-house counsel, Tim 

Moore. This resulted in further litigation claims by Mr. Moore against the Debtors and additionally 

impaired the Debtors' ability to operate. 

38. In or about January 2021, Benefit Group was served with correspondence from Mr. 

Schmidt on behalf of SGIC wherein he declared a default and demanded payment of SGIC's entire 

loan or, in the alternative, surrender of all of Benefit Group's assets. I explained to Mr. Schmidt 

that my obligations to the company, its customers, employees and other creditors prevented me 

from stripping Benefit Group of all of its assets with no provision for its liabilities. Thereafter in 

early March 2021, Mr. Schmidt, again on behalf of SGIC, gave me written notice that he was 

exercising his Option to take over Benefit Group's assets. 

39. In connection with this notice Mr. Schmidt, in his capacity as President and CEO 

of SGIC, directed Premier to cease making payments under the MSA to Benefit Group, and instead 

direct those payments to SGIC. Mr. Schmidt then demanded that Benefit Group close on an 

assignment of assets that would have stripped the company of any value in favor of SGIC. 

40. As of the date of this Declaration, and notwithstanding the automatic stay resulting 

from the Debtors' bankruptcy filings, I have not received notice that SGIC has withdrawn its notice 

to Premier. 

41. Based on SGIC's own valuation as of August 2020, the block of policies owned by 

Benefit Group has a "Closed Block Runoff' value of $17 .5 million. This valuation approach 

assumes Benefit Group ceases operations and does not sell another policy. When this Closed 

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Block Runoff valuation was done by Mr. Schmidt and SGIC in August 2020, Benefit Group had 

approximately I 0,500 policies. On the Petition Date Benefit Group had I 0, 743 policies. The 

Closed Block Runoff, therefore, between August, 2020 and the Petition Date is materially 

unchanged, if not somewhat improved. 

42. However, SGIC's valuation of Benefit Group's block of policies as a going concern 

reflects a range of value between $30 million and $60 million. This Closed Block Runoff and 

going concern approach to valuation of Benefit Group's block of policies is the approach SGIC 

has consistently taken for the last two years, and when presenting valuations to prospective 

purchasers and lenders, until now. Now, in connection with SGJC' s attempt to exercise (i) the 

surrender of assets; and (ii) the option, SGIC departed from prior methods of valuation, using only 

the Closed Block Runoff approach, but then discounting that value to present day - effectively a 

forced liquidation. 

First Day Filings 

Application for Approval, on an Interim and Final Basis, of Employment of Robert P. 

Charbonneau, Esq. and the Law Firm of Agentis PLLC as General Bankruptcy Counsel for 

the Debtor-In-Possession, Effective as of the Petition Date ECF# 19 

43. On March 22, 2021, the Debtors filed their Emergency Application for Approval, 

on an Interim and Final Basis, of Employment of Robert P. Charbonneau, Esq. and the Law Firm 

of Agentis PLLC as General Bankruptcy Counsel for the Debtor-In-Possession, Effective as of the 

Petition Date [ECF# ---),seeking to employ and retain Agentis PLLC as their general bankruptcy 

counsel. 

44. The counsel and guidance provided by Agentis has been invaluable to the Debtors 

to date, and the Debtors cannot effectively navigate these proceedings without counsel. 

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Emergency Motion for Entry of an Order Authorizing the Debtor to Pay Critical Vendor 

Claims in the Ordinary Course of Business [ECF# 8] 

45. On March 19, 2021, Benefit Group filed its' Emergency Motion/or Entry of an 

Order Authorizing the Debtor to Pay Critical Vendor Claims in the Ordinary Course of Business 

[ECF# 8], seeking critical vendor status for Administration 123. 

46. Admin 123 houses all of Benefit Group's customer, policy and sales force 

information, as well as all historic interactions with customers, including member services and 

billing, and is the key connection to credit card and ACH systems. Without Admin 123 Benefit 

Group would effectively be unable to not only sell other polices, but service, collect and bill its 

existing and new clients. As I understand the Doctrine of Necessity, Admin 123 provides an 

indispensable service that cannot be replaced by another vendor. 

47. The services provided by Admin 123 are irreplaceable by the Debtors, and the 

$20,068.75 in critical vendor payments is, in my opinion, a small price to pay for continuing this 

service. 

Emergency Motion By Debtors-In-Possession Pursuant to 11 U.S.C. §§ 105, 361, 362, and 

363, Bankruptcy Rules 4001(B) and 6003, And Local Rules 4001-2 and 9013-1 for Interim 

Order (A) Authorizing Use Of Cash Collateral; (B) Finding That Secured Creditor is 

Adequately Protected; and (C) Scheduling Final Hearing [ECF#13] 

48. On March 21, 2021, Benefit Group filed its' Emergency Motion By Debtors-InPossession Pursuant to 11 US.C. §§ 105, 361, 362, and 363, Bankruptcy Rules 4001 (B) and 6003, 

and Local Rules 4001-2 and 9013-1 for Interim Order (A) Authorizing Use ()(Cash Collateral; 

(B) Finding That Secured Creditor is Adequately Protected; and (C) Scheduling Final Hearing 

[ECF#l3]. seeking entry ofa Court order (a) authorizing the Debtors to use cash collateral on an 

interim basis; (b) approving adequate protection arrangement to secured creditor SGIC; and (c) 

scheduling a final hearing. 

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49. The Debtors seek the use of cash on an interim basis and pursuant to the budget 

attached as Exhibit "A" to the motion. The majority of funds that the Debtor proposes to use for 

payroll and rent during the interim period are, in fact, not the collateral of SGIC, but rather are 

funds received from the federal government's Paycheck Protection Program loan. 

50. The remaining funds are subject to SGIC's assertion of a lien on cash, but using 

such cash will not only not diminish the value ofSGIC's collateral, but actually enhance it for all 

the reasons set for in this Declaration and the this motion. 

Debtors' Emergency Motion For An Order Authorizing the Payment of Prepetition Wages, 

Related Expenses and Employee Benefits; and Authorizing Financial Institutions to Honor 

All Related Checks and Electronic Payment Requests (ECF# 11] 

51. On March 19, 2021, Benefit Group filed its' Emergency Motion For An Order 

Authorizing the Payment of Prepetition Wages, Related Expenses and Employee Benefits; and 

Authorizing Financial Institutions to Honor All Related Checks and Electronic Payment Requests 

[ECF# 11], seeking entry of an order authorizing, but not directing, the Debtor to pay Pre-Petition 

Wage Obligations. 

52. The Debtor relies on its loyal employees and agents, which consist mostly of 

insurance agents in Florida and Texas plus office and operational support personnel to continue 

operations of its business and preserve its going concern value. These personnel likewise depend 

on the Debtor for their livelihood and will be exposed to significant financial difficulties if the 

Court does not permit the Debtors to pay the Pre-Petition Wage Obligations (as defined in the 

motion) in the normal course of business. 

53. None of the employees sought to be paid through this motion are entitled to prepetition compensation that exceeds the $13,650.00 priority wage limit set forth in section 507(a)( 4) of 

the Bankruptcy Code. 

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Ii. agentis /"""'\._ ---· ·- . -. -· '. _, ' .. 

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54. The Debtor believes that, in order to ensure that the employees remain with the 

Debtor during its Chapter 11 case, and in order to maintain employee morale and productivity, it 

is necessary to pay, in the ordinary course of the Debtor's business, the Pre-Petition Employee 

Obligations described in this motion that are owed to or payable for the benefit of the Debtor's 

current employees. Payment of these amounts will encourage the employees to continue to work 

for the Debtor, promoting the prospects for a successful Chapter 11 case, confirmation of a plan 

of reorganization, and ultimately enhance potential recoveries for creditors. 

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FURTIIERAFFIANT SAYKfll NAUGHT. ~ 

B~nM. ucker 

Title: Sole Member & CEO 

SWORN TO AND SUBSCRIBED before me by means of D physical presence or D 

online notarization, this day of March 2021, by who is personally 

known to me or has produced: as identification. 

NOTARY PUBLIC, STATE OF FLORIDA 

Print Name: 

Commission No.: 

NOTARY PUBLIC, STATE OF FLORIDA 

AT LARGE 

-------------------- My Commission Expires: ________________ _ 

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that a true and correct copy of the foregoing was served by 

transmission of Notices of Electronic Filing generated by CM/ECF to those parties registered to 

receive electronic notices of filing in this case this ____ day of March 2021. 

AGENTIS PLLC 

Proposed Counsel for Debtors-in-Possesion 

55 Alhambra Plaza, Suite 800 

Coral Gables, Florida 33134 

T. 305.722.2002 

www.agentislaw.com 

Robert P. Charbonneau 

Florida Bar No: 968234 

rpc@agentislaw.com 

Jacqueline Calderin 

Florida Bar No: 134414 

jclalagentislaw.com 

15 

A.agentis 

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22nd

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