UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF TEXAS
In re: Case: 07-10940
PRIVADA INC. Chapter 7
f/k/a NETCO INVESTMENTS, INC.,
Debtor.
RODRIGO CALDERON ARAYA’S OPPOSITION TO MOTION TO DISMISS BANKRUPTCY
Petitioning creditor Rodrigo Calderon Araya (“Calderon”) opposes the motion to dismiss:
1. Calderon’s claims in this case are based on unpaid salary and fraud in connection with the inducement to be an officer of the entity, along with forged documents being used to oust Calderon from his position when he began to expose the fraud.
2. Calderon was hired by Privada/Netco Investments/Telatinos, Inc., a corporation with its primary designated office in Austin, Texas.
3. Calderon was to receive $2,500 per month salary, along with certain shares of restricted stock.
4. Calderon did not receive the majority of the salary.
5. After Calderon did not receive the necessary documents to perform his functions, he began to investigate the company.
6. Calderon learned that the majority of the press releases that touted the company’s business activities were false. That is, the company claimed to have millions of dollars in revenues, hundreds of thousands of customers, etc., when it was nothing but a shell corporation.
7. Calderon discovered that share issuances (including some shares to the creditors who filed the motion to dismiss) were obtained by forgeries to his signature. (It is not believed at this time that the creditors who moved to dismiss the action were aware of the forged signatures on the share conversions).
8. Calderon’s name was forged on documents purportedly giving control of the company to a Belize corporation, West Indies Sugar & Beet Co.
9. Unknown persons associated with WIS&B Co. signed a document purporting to appoint Arnoldo Pacheco as an officer.
10. Calderon spoke to Pacheco and learned that he was paid cash to sign documents and that he did not know the meaning thereof.
11. Calderon learned that accounts were opened at an offshore broker known as Red Sea Management in the names of Calderon and Pacheco. Stock for the debtor was placed therein.
12. Calderon did not authorize an account to be opened in his name.
13. Pacheco has now disavowed being an officer of the company.
14. Pacheco, due to purported arrests, cannot enter the United States.
15. Presently, there appears to be no officer of Netco.
16. Calderon’s investigation revealed there were never assets of the company.
17. The company is in default as to simple bills such as those for the press releases that were issued, the changes to its CUSIP number, and according to litigation documents, $15,000 to its stock transfer agent.
18. As Calderon did not receive compensation for my acting as the sole officer and director of the debtor, the claims appear to be undisputed.
19. The creditors who move to dismiss this action have not identified how the debtor is solvent.
20. Indeed, the creditors who wish this action to be dismissed admit that a default occurred as to their stock conversion agreements.
21. Calderon filed a motion to intervene in the litigation that the creditors who ask this Court to dismiss this action mention. The creditors opposed the motion to intervene.
22. In that action, the debtor has been named in an interpleader action as to the issuance of its stock. The debtor’s legal counsel moved to withdraw and it presently has no representation. This conclusively shows that the debtor is without the ability to function as to important matters such as its control persons.
23. It appears undisputed that: (1) The debtor engaged in a serious stock fraud; (2) The debtor is not paying its debts; (3) The debtor has no ability to defend legal actions filed against it; and (4) The debtor has no bona fide officers.
24. The only appropriate thing is for the debtor to be placed under the control of an independent trustee.
25. Calderon personally knows Marco Antonio Chavarria who the creditors refer to as being co-petitioner Keith Maydak. Calderon knows that Chavarria is not Maydak.
26. Even if Chavarria was Maydak, which is not the case, then it is all the more reason to place the corporation under Court control. Without somebody to take responsibility for the future actions of the company, and to investigate its past and seek compensation for the shareholder-creditors, then the company is clearly insolvent.
27. The creditors asking for dismissal of this case have not agreed to take over the company’s operations even though they appear to have a large debt owed by the corporation which converts into equity.
WHEREFORE, Petitioning Creditor Rodrigo Calderon Araya respectfully demands that this Court deny the motion to dismiss.
Respectfully submitted,
______________________________
Rodrigo Calderon Araya
Apartado 3124-1000
San Jose Costa Rica
+506 835 9966
PETITIONING CREDITOR
CERTIFICATE OF SERVICE
I, Rodrigo Calderon, certify that I sent a true copy of the foregoing to all parties that have appeared in this action by airmail from Costa Rica and fax.
Patricia Baron Tomasco
Brown McCarroll LLP
111 Congress Avenue, Suite 1400
Austin TX 78701
Frederick Banks
PO Box 5000
Yazoo City, MS 39194
Malgorzata Duszak
ul. Chopina 2a/4
Elblag, Poland 82-300
Rodrigo C. Araya
Apartado 3124-1000
San Jose Costa Rica
Keith Maydak
ul. Chopina 2a/4
Elblag, Poland 82-3000
July 10, 2007.
______________________________________
Rodrigo Calderon Araya
