1 1 UNITED STATES BANKRUPTCY COURT 2 SOUTHERN DISTRICT OF FLORIDA 3 4 Judge Steven H. Friedman 5 6 In Re: 7 Case No. 04-35435-BKC-SHF 8 9 ECOM ECOM.COM, INC., 10 Debtor. 11 _______________________________ 12 13 POST CONFIRMATION STATUS CONFERENCE 14 15 16 June 18, 2007 17 18 The above entitled cause came on for hearing before the 19 HONORABLE STEVEN H. FRIEDMAN, the Chief Judge in the UNITED STATES BANKRUPTCY COURT, in and for the SOUTHERN 20 DISTRICT OF FLORIDA, at 1515 North Flagler Drive, West Palm Beach, Palm Beach County, Florida, on June 18, 2007, 21 commencing on or about 2:00 p.m., and the following proceedings were had: 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 By: MICHAEL D. SEESE, ESQUIRE 4 On behalf of the Debtor 5 Also Present: 6 Mr. Rick Turner 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 3 1 THE COURT: ECom eCom.com, Inc. Post confirmation status conference. 2 MR. SEESE: Good afternoon, Your Honor. May it 3 please the Court, Michael Seese from Kluger, Peretz, 4 Kaplan, and Berlin, on behalf of the debtor, eCom eCom. 5 With me in court this afternoon is Mr. Rick Turner, who 6 is the company's CFO. 7 Your Honor, we were before Your Honor on May 8 14th, 2007 for the initial post confirmation status 9 conference, which was then carried over to June 18th. 10 Since that time we have disbursed all money 11 under the plan to those creditors entitled to receive 12 monetary distributions. With respect to the share 13 certificates that were to have been delivered to 14 creditors who opted to receive shares of the common stock 15 in the reorganized debtor under the plan, we had sent out 16 those share certificates to all such creditors, except 17 two. There was a discrepancy in the calculation of the 18 amount. We have now resolved that and will be in the 19 process of sending those two certificates out. 20 There was also one unresolved claim objection 21 which carried over from the period just before the 22 confirmation hearing occurred. We have now resolved that 23 with that particular person, which will result in a 24 compromise for payment of less than $300. 25 What I would like to do with that particular 4 1 creditor, Your Honor, in light of the fact that we'd like 2 to save money here and get this thing done, is possibly 3 submit an agreed order. I know this is a little 4 unconventional, because there was a claim objection 5 filed, this particular party had filed a response, but in 6 light of the fact that we're talking about a settlement 7 for less than $300, what I would like to beg the Court's 8 indulgence on is just to submit an agreed order on 9 negative notice to creditors, as opposed to going through 10 the time and expense with filing a 9019 motion. 11 If Your Honor would like me to file the 9019 12 motion, I have no problem in doing that, I'm just trying 13 to save fees in this case. I talked with the creditor 14 about that process. They are amenable to that. 15 THE COURT: And as far as the creditor is 16 concerned, Mr. Seese, and I don't doubt for a second that 17 your recitation is one hundred percent accurate -- 18 MR. SEESE: Thank you, Your Honor. 19 THE COURT: But who is the creditor, who did 20 you speak with? 21 MR. SEESE: It was a creditor who filed -- 22 she's a shareholder of the company. She filed a claim 23 for like $584. 24 THE COURT: And her name? 25 MR. SEESE: Patricia Finch-Junk, J-u-n-k. 5 1 She's from Wisconsin. 2 THE COURT: Patricia Fink, F-i-n-k? 3 MR. SEESE: Yes, Your Honor. I can tell you in 4 one second. Patricia A. Finch, F-i-n-c-h hyphen Junk, 5 J-u-n-k. She's from Alma Center, Wisconsin. 6 THE COURT: What's the name of the city? 7 MR. SEESE: Alma, A-l-m-a, second word, Center, 8 Wisconsin. 9 She filed a claim for $584.88. Rather than 10 coming before Your Honor and arguing that and spending 11 $2,000 in the process, we offered to settle it for 12 $292.44. There was money that was put up by my firm's 13 trust account at confirmation to cover this contingency, 14 so there will actually be a refund back to the 15 reorganized debtor, and she is amenable to doing that, 16 and she will surrender her shares in the company in 17 exchange for that payment. 18 I told her that the process in light of the 19 amount, and she said I don't want to hire an attorney. I 20 told her, today actually, is what I would do is send a 21 letter to her confirming our agreement, having her 22 acknowledge it and send it back, and then I would submit 23 an agreed order to Your Honor, which would include a 24 negative notice provision. I think it's the most cost 25 efficient way to go. 6 1 THE COURT: I agree with you there. What I 2 would ask you to do in the order is to reflect that if 3 the issue of the one outstanding unresolved claim was 4 addressed at the post confirmation status conference held 5 today, the claimant was addressed -- pardon me, was 6 identified as Patricia A. Finch-Junk, holding a claim of, 7 was it $500 -- 8 MR. SEESE: And $84.88. 9 THE COURT: That counsel further represented 10 that upon discussions with Ms. Finch-Junk an agreement 11 had been reached whereby Ms. Finch-Junk would receive a 12 payment of $294.98? 13 MR. SEESE: 292.44. 14 THE COURT: Which is one half of her claim. 15 MR. SEESE: Correct. 16 THE COURT: And that those funds would be paid 17 from your firm's trust account. 18 MR. SEESE: Yes, sir. 19 THE COURT: And so that based on your 20 representation, and I'm not trying to dictate to you 21 exactly how the order should read. 22 MR. SEESE: That's no problem. 23 THE COURT: The Court would allow her claim in 24 the amount of -- has a claim been allowed for the full 25 amount or it hasn't been? 7 1 MR. SEESE: I think the way to do it would be, 2 allowed in the amount of 292.44, in exchange which she 3 will receive a cash payment. 4 THE COURT: And she will surrender her stock 5 certificate. 6 MR. SEESE: Yes, sir. 7 THE COURT: And then further in the order I 8 would like you to indicate that given the relatively 9 modest amount at issue, and the expense that would be 10 incurred in noticing this matter, the Court deems it 11 appropriate to waive notice and approve the resolution of 12 this claim. 13 MR. SEESE: Thank you, Your Honor. 14 THE COURT: And one last thing, I'm sorry, Mr. 15 Seese. 16 MR. SEESE: Yes, sir. 17 THE COURT: Please reflect in either a separate 18 paragraph or in language that is bolded, that should Ms. 19 Finch-Junk not -- upon receipt of the order, should Ms. 20 Finch-Junk disagree with the state of resolution, she 21 will have 20 days from the date of service upon her to 22 file a motion for rehearing. 23 MR. SEESE: Yes, Your Honor. 24 THE COURT: I would ask that -- sorry to create 25 more additional expense. I would ask that a copy of the 8 1 order be mailed to her certified mail. 2 MR. SEESE: Yes, sir. 3 THE COURT: And that the return receipt be 4 filed with the court. 5 MR. SEESE: Yes, sir. 6 THE COURT: THE COURT: Otherwise all shares 7 have been distributed and this one claim now will have 8 been resolved prospectively? 9 MR. SEESE: Yes, Your Honor, with one 10 discrepancy. There were two share certificates that were 11 to be issued under the plan. There was a discrepancy as 12 to the calculation of the amount of shares. That's now 13 been corrected. So those will have to be reissued and 14 then we'll send those out. 15 And that only leaves two matters. One is my 16 firm's supplemental fee application, which we filed for 17 the period February 1, 2007 through confirmation, which 18 occured in March. The total fees we were seeking of 19 15,413.25, the total costs of 3,255.34, for a total of 20 18,668.59. 21 Included within those fees were fees incurred 22 in drafting the objection to claims, preparing the final 23 fee application, preparing for the confirmation hearing, 24 including reviewing ballots, preparing the confirmation 25 affidavit, a certificate of plan proponent, drafting the 9 1 confirmation order, attending the confirmation hearing 2 and preparing for same, and we finalized two settlements, 3 which were approved by Your Honor now by final order. 4 We believe that those fees are fair and 5 reasonable. Your Honor reserved jurisdiction to 6 entertain such a request, and we would ask that those 7 fees be awarded. 8 We had previously been entered into an 9 agreement with the reorganized debtor, American Capital 10 Holdings, which provided that any supplemental fees that 11 would be awarded would be paid at the rate of $5,000 per 12 month after the remaining 20 had been paid, and 5,000 13 monthly installments, which I'm happy to advise the Court 14 we have received both installments that were due 15 following confirmation so far and are currently owed the 16 third. So there were no objections that were filed to 17 this fee application, and we would ask that those be 18 awarded. 19 I apologize, Your Honor, I do not have that 20 order with me, but I will be happy to upload that to you 21 within the next day. 22 THE COURT: No apology necessary. And you said 23 that the supplemental fee application -- one moment. 24 What was the amount again $15,413.25? 25 MR. SEESE: 15,413.25 for fees. 10 1 THE COURT: And then the costs were? 2 MR. SEESE: 3255.34, for a total of 3 18,668.59. 4 THE COURT: I'll allow those fees. 5 MR. SEESE: Thank you very much, Your Honor. 6 THE COURT: And Mr. Seese, you'll upload an 7 order, please. 8 MR. SEESE: Yes, I will, Your Honor. And I 9 just double checked the docket, Your Honor, our final fee 10 application was for the period June 6th, 2005 through 11 January 31st, 2007. So that February 1st date is 12 correct. I just wanted to double check. 13 Your Honor, the last issue is the auditors. We 14 had received information from the auditors, one of our 15 paralegals and then an associate was helping them in 16 facilitating the filing of that fee application, and 17 after reviewing all of the information and speaking with 18 Mr. Turner, we now think we have everything figured out, 19 and we have received part of the fee application, we just 20 need to assist them in putting the time on the 21 appropriate format. I suspect that we should have that 22 done in the next week to ten days, and then file that. 23 Since we'll have the 20 day period on the 24 Finch-Junk matter, I would submit to Your Honor that we 25 just be permitted to file that fee application with the 11 1 court within the next week, and then get that scheduled 2 for hearing, and then in the interim period we'll also 3 prepare a motion for entry of final decree order closing 4 the case, which should occur sometime at the end of July, 5 and then we'll wrap this up. 6 THE COURT: And again, any of the additional 7 expenses will be underwritten by American Capital 8 Holdings? 9 MR. SEESE: Yes, that's correct. 10 THE COURT: Is the stock -- 11 MR. SEESE: Well, Your Honor, let me correct 12 one thing, I apologize. This was the issue with the 13 auditors, if you recall, where they were actually paid 14 already. We advised Your Honor of that, I think during 15 the confirmation hearing, where they had been paid. We 16 talked about it with the U.S. Trustee's Office. We 17 needed to file a fee application to award those fees. 18 There won't be any additional sums owed to the auditors 19 by eCom, this is just the fee application for what had 20 mistakenly been paid to them. 21 THE COURT: I understand. And that does 22 refresh my memory. That's fine. You'll be submitting an 23 order with regard to that? 24 MR. SEESE: Yes, sir. 25 THE COURT: So then I can expect a motion for 12 1 final decree within 60 days? 2 MR. SEESE: I would hope within 30 days, Your 3 Honor. I would like to have, if all works out, to have 4 the fee application set for hearing and then have the 20 5 days under the Finch-Junk agreed order expire, and then 6 when we're here on the fee application maybe have the 7 motion for final decree heard at that time so we can get 8 the estate closed out. 9 THE COURT: That's fine. Thank you very much. 10 One last question. Is the stock of eCom eCom.com, Inc. 11 trading now? 12 MR. TURNER: It still trades under the pink 13 sheets. It's under the OTC pink, so not like it's a 14 national firm. It's trading at like .08 cents currently. 15 It's very low volume. 16 MR. SEESE: It was also trading under the pink 17 sheets at the time we were here for confirmation. 18 I think Mr. Robinson mentioned that. 19 THE COURT: Very well. 20 MR. SEESE: Your Honor, again, just to 21 summarize, so that I know what I'm doing. I will submit 22 the agreed order which will reflect Your Honor's 23 ruling. 24 THE COURT: This agreed order with regard to -- 25 MR. SEESE: Ms. Finch-Junk, correct, Your 13 1 Honor. 2 We will get the motion for entry of final 3 decree order for order closing the case filed with the 4 court. We will get the auditors' fee application filed. 5 Should I do an order rescheduling the post confirmation 6 status conference to coincide with those dates? 7 THE COURT: I suppose you should. 8 MR. SEESE: Okay. 9 THE COURT: You might want to submit an 10 order -- so what I need to conduct a hearing on is a 11 continued post confirmation status conference, and a 12 hearing to consider approval of the fees to the 13 auditors. 14 MR. SEESE: Yes, sir. And to the extent that 15 there's any objection by Ms. Finch-Junk to the agreed 16 order. 17 THE COURT: That's fine. And what I'd like to 18 you to do is to delineate in the order the matters that 19 would need to be heard, or that will be heard -- 20 MR. SEESE: Yes, sir. 21 THE COURT: -- and then leave a blank for the 22 insertion of the date and time. 23 MR. SEESE: Yes, sir. 24 THE COURT: And I'll probably want to schedule 25 this about 30, 45 days down the road. 14 1 MR. SEESE: Very good, Your Honor. 2 THE COURT: Ms. Klopp will do the scheduling. 3 MR. SEESE: Yes, sir. That's everything, Your 4 Honor. Thank you for your time. 5 THE COURT: Great job. Thank you all very 6 much. 7 MR. SEESE: Thank you, sir. 8 THE COURT: I appreciate the good work, and 9 hopefully things will proceed smoothly. Mr. Turner, nice 10 to have you here. 11 MR. TURNER: Thank you. 12 MR. SEESE: Have a good afternoon, Judge. 13 THE COURT: You too. 14 (The proceedings were concluded.) 15 16 17 18 19 20 21 22 23 24 25 15 1 C E R T I F I C A TE 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 16th day of October, 2007. 18 19 ___________________________ 20 JACQUELYN ANN JONES 21 Commission No. CC 995956 22 Expires Feb 18, 2009 23 24 25