Notice of Conflict & Disqualification - 5th DCA

United States Bankruptcy Court
Middle District of Florida
IN RE RANDALL A RALICKI Case No. 3: 20-BK-02783

DEBTOR
__________________________
Notice on Conflict & Combined Motions to Disqualify, Set Aside Order

dated October 27, 2020, Dismissing Petition & for Issue Alias Summons,
and Other Appropriate Relief ; Local Rule 2.04(a) (d), Const. Article IV, 1,
Cannon 3D(2), F.S. 90.502( )
David Ries, files this application in support of the request for vacating
and setting aside the Dismissal of the Involuntary Petition, and sanctions
showing the existence of an actual conflict that implicates cannon 3D(2) and
compels disqualification of Counsel Elizabeth Cruikshank who together with
SHAYEH DOV, and others have intentionally mislead this Court. Counsel has
submitted Creditor claim that is a derivative of a federal criminal conspiracy
traceable to the Title 18 Conspiracy to commit wire fraud that at all times
relevant was forfeited to the United States. United States of America v
Shayeh Dov, 19 60006 CR ZLOCH/HUNT; ( Appendix ____ Pages
Judgment, Plea Agreement etc.
When she did this she was fully aware the alleged assets “The
Mawhinney Mortgage and Note” were at all times relevant proceeds that had
been forfeited to the United States, that continue to be misrepresented as being
1 | Notice of conflict Motion to Disqualify Cruikshank & Ersin LLC Elizabeth Cruickshank et al.
owned by 998 SW 144th Court RD LLC, and or P&S INC. and that the names
used in the proceedings are aliases and alter egos used in Commerce by
SHAYEH DOV, and others to commit fraud and cause great public harm.
United States of America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT; SJ
MAK (LLC) V. NOTEZ (LLC), Local case No. 2013-003923-CA-01;
https://www2.miami-dadeclerk.com/ocs/search.aspx?AspxAutoDetectCookieSupport=1.m .
P & S & Co. LLC (P & S & CO), PS Inc., Shayeh Dove or Dov a.k.a. Steve Dov
or Dove, Allura Dov or Dove a.k.a Adina Soskin, and Pamela Manson, vs.
SJ MAK, LLC, Third District Court of Appeal State of Florida, Docket No.
3D16-1585;
http://onlinedocketsdca.flcourts.org/DCAResults/CaseDocket?
Searchtype=Case+Number&Court=3&CaseYear=2016&CaseNumber=1585;
MEMORNANDUM
The court has authority and may find and conclude the crime F.S.
90.50-4. ( 1-4) fraud exception is applicable, and can order Miss Cruikshank
to produce all attorney client correspondence for the court’s in-camera review.
Thereafter make a Cannon 3D(2), determination, strike the Motion to Dismiss
and Motion for Sanctions, and finding good cause for Discipline. Local Rule
2.04(a) and 2.204(d)*
____________
*Rule 2.04 Any member of the bar of this Court, admitted generally under Rule 2.01 or
specially under Rule 2.02, may, after hearing and for good cause shown, be disbarred,
suspended, reprimanded or subjected to such other discipline as the Court may deem proper.
d) The professional conduct of all members of the bar of this Court, admitted generally under
Rule 2.01 or specially under Rule 2.02, shall be governed by the Model Rules of Professional
Conduct(link is external) of the American Bar Association(link is external) as modified and
adopted by the Supreme Court of Florida to govern the professional behavior of the members of
The Florida Bar(link is external).
This record reflects Counsel misrepresented existence of personal and
subject matter jurisdiction of the Marion County, Florida Circuit Court where
the maintenance of that cause is traceable and related to the federal criminal
conspiracy.
The alleged creditor claim relates to a forfeited asset. Indicating DOV and
Counsel’s intent to defraud United States indictable under 18 USC 371.
( Appendix ____ Pages Judgment, Plea Agreement etc.
The facts relative to the divesture of any and all interests in or to
ownership interests in the Mawhinney and Ralicki Mortgage and Note, and the
divesture of jurisdiction of the Florida Circuit Court, ( assuming, without
admitting, that it ever existed ) are adjudicatory in that, these facts are
generally known within the trial court’s territorial jurisdiction; or (2) can be
accurately and readily determined from sources whose accuracy cannot
reasonably be questioned. The court is authorized to and may take judicial
notice on its own; or (2) is herewith requested and therefore must take judicial
notice with the information supplied with this application, where judicial notice
may be taken at any stage of the proceeding.
In as much as the particular facts are judicially admitted ( Appendix
pages _______, Plea Agreement, And Agreed Statement of Facts on Guilty Plea
) are outside any basis for opposing counsel’s dispute there is no genuine issue
of material fact about her misconduct and no controversy arises this court may
summarily determine there is a high degree of indisputability that it may find
has been established for its taking of judicial notice, therefore it may dispense
with the need for a hearing or simply disqualify Opposing Counsel and compel
production of the records and issue the proper order to direct counsel to show
cause.
The forfeiture of all assets is not a matter that is reasonably subject to
dispute. ( Plea Agreement Appendix _____ )
The Facts that the alleged summary judgment was sought after and
rendered after the entry of the forfeiture and criminal judgment are not
criminal judgment are not reasonably subject to dispute.
The Facts that opposing counsel failed to inform the tribunals of the
Final Criminal Judgment, the forfeiture and after entry of the Final judgments
made in SJ MAK (LLC) V. NOTEZ (LLC), Local case No. 2013-003923-CA-01;
SJ MAK, LLC,
are not reasonably subject to dispute.
Miss Cruikshank’s assertion of a creditor claim on or about October 27,
2019, the assertion that are equivalent to a confession of the existence of a
conspiracy against rights, and to intentionally deprive Ralicki of his rights to
due process and equal protection of the law that are more than mistakes or
errors of law representing subversion , obstruction of justice, and intent to
cause harm.
Miss CRUIKSHANK is struggling to represent an alleged creditor claim
that does not exist. This court was misled by misleading argument and
misrepresentations proffered by opposing counsel on behalf of a client that did
not exist and with whom there is or could be an attorney-client relationship.
This court does not have authority to grant any relief to a alleged creditor who
has forfeited any and all interest over the claimed debt, note or mortgage.
When Counsel proffered the present Motion to Dismiss and Motion for
Sanctions she was fully aware of the proceedings had in United States of
America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT. ( Appendix pages
_______)
When opposing Counsel made the Motion she was and is reasonably
aware SHAYEH DOV has stipulated and or judicially admitted to al of the facts
charged as true beyond a reasonable doubt.
When counsel made the Motion she was reasonably aware alleged asset,
the Mawhinney and Ralicki Mortgage and Note were forgeries and counterfeit
securities. ( Appendix Pages Hindsight Report and Affidavits)
When counsel made the motion and representations she was aware and
reasonably knew SHAYEH DOV, has never made a claim, was never named as
a party in foreclosure proceedings, or in the present involuntary proceedings.
When opposing counsel made the motion she was fully aware and
reasonably knew Shayeh DOV operated a criminal conspiracy in Florida from
May 2012 to 2019, involving the intentional misrepresentations and false
statements of material fact about ownership of mortgages and notes, that final
judgments have been issued in United States of America v Shayeh Dov, 19
60006 CR ZLOCH/HUNT; SJ MAK (LLC) V. NOTEZ (LLC), Local case No.
2013-003923-CA-01;
https://www2.miami-dadeclerk.com/ocs/search.aspx?AspxAutoDetectCookieSupport=1.m .
SJ MAK, LLC, Third District Court of Appeal State of Florida, Docket No.
3D16-1585;
Searchtype=Case+Number&Court=3&CaseYear=2016&CaseNumber=1585;
Counsel’s representations about a creditor’s claim in this court over a
debt, or the Mawhinney and Ralicki note or Mortgage is proven to be
dispositive, where neither this court or Foreclosure claim made in the Marion
County Florida, Circuit Court ever had authority to hear or grant any relief to
P&S INC, or 998 SW 144th Court RD LLC.
The court is advised that these so called companies are alias identities
and alter egos used by SHAYEH DOV. Counsel IS
MEMORANDUM
On or about October 22, 2019, Elizabeth Cruikshank has e- filed, and
signed a creditor claim in the Form of a Motion to Dismiss and Motion For
Sanctions that was not served.
This motion purports to be a Creditor “PROOF OF CLAIM”. This “Proof of
Claim is not drawn in conformity with the Laws of the United States, is
intended to mislead your Honor and lacks any foundation in the court record,
should be stricken, where the court lack auithority to grant any remedy to a
non existent creditor claimant. This court lacks authority to grant any remedy
to an alleged claimant with a non existent claim which the order implies where
it presumes the existence of a creditor claim that does not exist.
This Motion to Dismiss and Motion for Sanctions makes unverified
recitals that counsel characterizes as attempts to “delay foreclosure
proceedings”. This is a representation that SHAYEH DOV uses as a disquise.
He has used many alias entities and unqualified corporation names as part of
the scheme in disguise as P&S INC, or 998 SW 144 th Court Rd LLC, is and has
been attempting to steal real property using this court and the Foreclosure
proceedings to effect an unlawful and forcible taking, which they have done
under color of authority in what turns out to be a federal criminal conspiracy
against Ralicki’s and Mawhinney’s exercise of secured constitutional rights,
and civil rights, and a tortuous interference with Ries’ prospective economic
advantage.
Counsel represents that Mr. Ralicki, a disabled person, and Mr.
Mawhinney, an Elder American, while defending and protecting their property
and defending their rights have engaged in conduct that delayed the “alleged
Creditors” attempts and foreclosure proceeding in the Marion County, Florida
Circuit Court.
However, and as it turns out, the alleged creditor, P&S INC, 998 SW
144th Court RD LLC, are aliases and alter egos used by SHAYEH DOV in
commerce with intent to defraud where it has been adjudicated that SHAYEH
DOV and others are personally liable for fraud, misconduct and all actions
done in the name of the alias and alter ego companies that in law do not exist.
Counsel has intentionally failed to disclose and inform this Court that
the alleged or claimed Creditor ownership of the MAWHINNEY AND RALICKI
MORTGAGE AND NOTE made in the Marion County, Florida Circuit Court, by
SHAYEH DOV, was is being in absence of personal and subject matter
jurisdiction over said action, and that the asset alleged in that foreclosure
proceedings is a derivative of the federal criminal conspiracy charged in United
States of America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT.
Counsel is representing the existence of a creditor claim in the name of
998 SW 144th Court RD LLC, which is an alias or alter ego used by SHAYEH
DOV. The named creditor is misleading, This company does not exist and
never has existed. Assuming the company did exist it is unqualified to transact
business as a lender, servicer or debt collection company failing to comply with
Florida’s Public Policy and Ficticious Name Registration act barring it or its
members interested in doing business in Florida from maintaining any action,
suit or proceeding in any flrida court. Any presumption by the court that
ownership oand authority existes lacks foundation in the court record, and
shows the use of the named plaintiff is misleading.
s claim of alleged ownership of the MAWHINNEY AND RALICKI
MORTGAGE AND NOTE. which is an asset that has been forfeited to the
United States, where Counsel has full knowledge that the voluntary forfeiture
(plea Agreement, Appendix page ____ ) divested the trial court of personal and
subject matter jurisdiction. Counsel has never damed SHAYEH counsel
misrepresenting here and in the Marion County Florida Circuit Court,
And in this court. The alleged Plaintiff or creditor claimant does not exist as a
legal entity anywhere. Even if the Court were to assume, the documentation
submitted to the Securities and Exchange Commission shows that neither the
trust nor the trustee possessed any power to administer any aspect of the
subject debt, note or mortgage.
Counsel further represents forfeited assets, the alleged interests, title or
ownership claim made by SHAYEH DOV, of the Ralicki & Mawhinney Mortgage
and Note, proceeds derived from SHAYEH DOV’s operation of the Title 18 USC
criminal conspiracy to Commit wire fraud, and done in his many disguises as
P&S INC, P&S CO., LLC., 998 SW 144th Court RD LLC, Notez, LLC, Notess,
LLC, as being the alleged basis for the existence of the alleged “Creditor Claim”
intent to defraud, and use of the wires and mails in commission of an overt act
to submit the creditor claim attempting to induce and inducing this court into
entering an order accepting the creditor claim made by SHAYEH DOV, and
MISS CRUIKSHANK who together have induced and mislead this court into
acceptance of a creditor claim upon forfeited assets, that was intentionally and
knowingly false in violation of the Rules regulating the Federal and Florida Bar,
and in support of the goals and objectives of the Title 18 USC criminal
conspiracy. charged
Cruikshank’s motion has demonstrated a failure to disclose the
forfeiture of the alleged asset, the adverse authorities of
dishonesty, lack of candor to this tribunal into issue documentary proof
that the court may review and arguably requires the striking of the Motion to
Dismiss and Motion for Sanctions submitted by the Alleged Creditor that
establish Shayeh DOV, a.k.a. P&S Inc, a.k.a. 998 SW 144 th Court RD LLC,
continue to commit crimes and predicate offenses that are indictable as
felonies and/or overt acts done in commerce in furtherance of the conspiracy
charged in The court is informed that Counsel is laboring under a disqualifying
conflict and continues to misrepresent the existence of the Attorney Client
Relationship.
The court having knowledge of the forfeiture, the adverse rulings and
adjudications in indicating there is a substantial likelihood that Counsel
Cruikshank has failed to disclose adverse authorities of
Has breached her duty of candor to the tribunal involving intentional deception
and misrepresentations, and ongoing attempts to defraud the United States
and making claims with full knowledge of the fact that the alleged asset or
basis for the creditor claim is being made after divesture, upon forfeited assets
the alleged creditor is seeking to re-acquire implicates Counsels suggestin g
good cause for the Court’s making of a reasoned determination call into
question his honesty and trustworthiness as a lawyer.
engaged in misconduct that
Consistent with the Court’s inherent authority, cannon 3D(2), F.S. 90.
504, ( ) and policy principals of Chambers v Nasco, ______ Miss. Elizabeth
Cruikshank and Ersin LLC, are subject to mandatory disqualification and
issuance of the appropriate order requiring the production of all attorney client
communications, and correspondence for the Court’s in-camera review on what
is submitted as Constitutional violations of the Full Faith and Credit Clause
interference and conspiracy against the exercise civil and constitutional rights
secured by the Due process and Equal protection clauses where the
misconduct, attempts to defraud the United States, and intentional
misrepresentations by opposing counsel are manifest.
now before this court unsupported among others is self evident.
On or about October 22, 2020 counsel made or submitted a creditor
claim with full knowledge of the facts that all alleged assets asserted by the
alleged creditor were proceeds of unlawful activity connected to the Title 18
conspiracy and wire fraud violation that were forfeited to the United States on
or about February 6, 2019. A final judgment was entered in or about August
6, 2019, which this court may judicially notice shows the claim to be
misleading and dispositive and an apparent attempt to mislead this court into
entering an order acknowledging and accepting the creditor claim by your
Honor’s reference to 11 U.S.C. 393 ( ) showing the Court acceptance of the
creditor claim.
Under the facts and circumstances it is apparent that the creditor claim
indicates Counsel Elizabeth Cruickshank is misleading the Court and
attempting to take and or claim assets that have been forfeited proceeds of
judicially admitted unlawful activities indicating misconduct that the court
t its reference to ______is forfeiture of all assets by alleged creditor
operating under a disguise of P&S INC, and/or 998 SW 144tg Court RD LLC,
that a materially false & conclusively dispositive creditor gconsistent
with Rule 11 of the Fed.R.Civ. P. Cannon 3D(2) upon counsel’s
misrepresentation and submission of a creditor claim on or about October 27,
2020, and at other times is conclusively dispositive, was made after the
February 6, 2019, agreements to forfeit all alleged claims, interests title, rights
and ownership interests of any nature or kind as derivative of the criminal
conspiracy all of the facts charged as true beyond a reasonable doubt and
making binding admissions in judicio and after entry of a judgment of
conviction and forfeiture of Case no19 60006 CR ZLOCH/HUNT is dispositive.
and binding against SHAYEH DOV,
forfeiture of all alleged interest, title or ownership of any nature or kind
flowing from the Ralicki and Mawhinney Mortgage and Note that has been
alleged by Miss. Cruikshank as the basis for the Creditor’s PROOF OF CLAIM
that if it exists at all has been clearly and unequivocally divested of all such
right or interest where as indicated in the February 7, 2019, Plea Agreement
signed by DOV and the United States Attorney as voluntarily and immediately
forfeited to the United States. A copy of that Plea Agreement is furnished to
the court and incorporated by reference as fully set forth and is believed to be
the proper subject of this court’s judicial Notice as adjudicatory in nature
suggesting grounds for application of Cannon 3D(2), F.S. 90.504 ( )
See Fed R. Evid, 201 (a-d).
showing the Motion or claim is disingenuous, an attempt to defraud the
United States, and judicially noticeable as being dispositive.
and Claim submitted to this court for improper purposes and with
intent to deceive and mislead which misconduct has been successful where the
Court’s order referencing 11 USC submits the acceptance of a creditors
“PROOF OF CLAIM”.
which submission of multiple adjudications certifying constitutional
violations and participation in SHAYEH DOV’s criminal enterprise
strike the motion to Dismiss, as authorized
rendition of the appropriate order that will summarily strike the Motion
to Dismiss and Motion for Sanctions
evidentiary hearing is required and moves for entry of the appropriate
order that will summarily disqualify the Firm of Cruikshank and Ersin LLC,
and ELIZABETH CRIKSHANK and strike the motion to Dismiss, consistent
with the divesture of all interest F.R.Civ. P. 11 ( 1-4) ,
the Firm of the evidentiary hearing on the Motion to Disqualify Counsel
for violations of constitutional requirements, the rules regulating the Florida
Bar, for her role participation, and commission of overt acts done with the
intent to furher the scheme, or otherwise take my homestead in the scheme
charged as a criminal conspiracy by the United States Government in USA V.
SHAYEH DOV aiding and assisting a criminal conspiracy other cause of due
proceeds, equal protection Judicial notice on Violations of the Constitutional
Requirement of Full Faith and Credit Clause regarding the final judgments that
have been made in 2014, 2016, in
and the Judgment and proceedings in USA V. SHAYEHA DOV, Case Number
19 60006 CR ZLOCH/HUNT.
The activities involve the same persons and the use of the alias identities
to commit fraud, The Federal Criminal conspiracy Judgment, is conclusive
against said judgment, where there are binding judicial admissions and a Plea
Agreement showing cause and prejudice
Likelihood that Elizabeth Cruikshank has Violated the Rules Regulating
the Florida Bar,
The hearing is necessary for determinations of application of F.S. 90.504
(a) (1-4), the Crime fraud Exception. the in-camra review of the alleged
attorney client correspondence between the members of the companies alleged
are being represented.
The hearing is necessary because the Counsel has raised issues
alleging a non existent company is a creditor which Petitoiner shows are likely
dispositive by the proceedings in USA V DOV, 19 60006 ZLOCH/HUNT, SJ
MAK v NOTEZ, LLC, Local caswe No. and the Third District Court of Appeals
of disputed fact in his defense of his violation of that Constitutional
requirement. As grounds, Respondent would show the following: 1. Respondent
filed a Motion to Disqualify the Special Counsel for Misconduct and stated
political bias on June 14, 2011. 2. Respondent filed a Motion to Dismiss for
Constitutional Violations on July 1, 2011. The violations necessitating the
motion to dismiss involved the Special Counsel’s willful breach of
confidentiality and other extensive improprieties that go to the heart of the
adjudicative process and cast doubt on the integrity of the fact-finding process.
3. Special Counsel has attempted to justify some of his actions by alleging that
at least one of the unauthorized persons he allowed to attend and participate in
the confidential sworn statements had a pre-existing, bona fide, authentic,
legitimate, and permissible attorney-client relationship with some of the several
witnesses who gave sworn statements. This assertion not on lack of receipt of
the original summons. It is requested that new or alias summons be issue and
resent to 585 Gasline Road, Deland Florida.
On Saturday, October 24, 2020, the Court’s order to serve the summons
and petition was received after the expiration of the deadline.
Through oversight, inadvertence or mistake Petitioner could not serve
what he did not receive.
Petitioner therefore requests the court set aside the order of dismissal
and direct the issuance of an alias summons or for other appropriate relief.
I certify under the penalty of perjury that the foregoing is true to the best
of my knowledge. I believed that I am entitled to the relief requested and ask
that the same be granted.
Petitioner has not received any service of the “Motion to Dismiss and
Motion for Sanctions”. The court is requested to order Attorney Cruikshank to
serve or withdraw the same, at the address listed.
The alleged creditor appearance its compliant or the Motion To Dismiss

and Motion For Sanctions is moot but not for the reasons indicated in the
Court’s order.
The motion to dismiss is not a proof of claim. It is an overt act or
continuation of a prior or ongoing conspiracy against rights and to defraud an
elder American and a Disabled person which Petitioner relates to the court as
shown or established in public records that are proper subjects for the Court’s
judicial notice.
This application provides information and judicially noticeable facts that

are adjudicatory in nature indicating a substantial likelihood exists that a
lawyer appearing before this court has committed violations of the Rules
Regulating The Florida Bar implicating cannon 3D2, opinion 2019-14, F.S.
90.
The motion or complaint by an alleged creditor, 998 SW 144 th Court RD

LLC, is SHAYEH DOV, in disguise as 998 SW 144 th Court Rd LLC, is also
known as P&S Inc., Notez, Notess LLC, P&S CO LLC, … al.,
This creditor claim appears to be moot and arguably dispositive.

See United States of America v Shayeh Dov, 19 60006 CR
ZLOCH/HUNT. Judicial Notice whereby requested.
The court is requested to judicially proceedings in SJ MAK (LLC) VS

NOTEZ (LLC), Local case No. 2013-003923-CA-01 https://www2.miami-
dadeclerk.com/ocs/search.aspx?AspxAutoDetectCookieSupport=1.m
Appendix pages ___________________
P & S & Co. LLC (P & S & CO), PS Inc., Shayeh Dove or Dov a.k.a. Steve
Dov or Dove, Allura Dov or Dove a.k.a Adina Soskin, and Pamela Manson, vs. SJ
MAK, LLC. Docket No. 3D16-1585;
Searchtype=Case+Number&Court=3&CaseYear=2016&CaseNumber=1585
Appendix Pages ________________
When Elizabeth Cruikshank and SHAYEH DOV, set out to file this
unverified motion To dismiss they were both reasonably aware MR. DOV, had
entered a guilty plea and agreed to forfeit and did forfeit any and all alleged
rights, titles interests or creditor claim being made against Ralicki and
Mawhinney prior to the filing of this motion, and the motions for judgment in
the Florida Foreclosure case.
To wit:
“The defendant, in signing this Factual Proffer, accepts and adopts all the
allegations set forth in the lnformation and agrees the facts below are true and
sufficient to prove the defendant's guilt beyond a reasonable doubt.” Paragraph 2
page 2 Agreed Statement Appendix pages ______.
[Dov] “…agrees to fully cooperate with the Government in all proceedings,

whether administrative or judicial, involving the forfeiture to the United States of
all rights, title, and interest, regardless of their nature or form in all assets,
including real and personal property, cash and other monetary instruments,
wherever located, which the defendant or others to the defendant's knowledge
have accumulated as a result of illegal activities.” Para 14 Plea Agreement.
Consistent with 18 U.S.C. section 4, cannon 3D2, Petitioner provides the

judges of this court information to the judges regarding the forfeiture and
criminal conspiracy charges against DOV. Appendix pages ______
The present motion presented by Miss Cruikshank, fails to inform this
court of what appear to be conclusively impeaching authorities indicating the
assertion that DOV is a creditor is misleading. Cruickshank is laboring under
a conflict that reuiqres her
Cruikshank also appears to have failed to inform the Marion County,

Florida Circuit Court and the Fifth District Court of Appeals of the of
developments, adverse rulings and case authorities in violation of her duties of
candor and not to assist a client with the commission of crimes. The court is
informed that a substantial likelihood exists that a lawyer has committed
violations of the Rules Regulating The Florida Bar implicating cannon 3D2.
Legal Standards
The Florida Rules of Professional Conduct (chapter 4 of the Rules

Regulating The Florida Bar) provide the standard for determining whether
counsel should be disqualified in a given case. Young v. Achenbauch, 136 So.
3d 575, 581 (Fla. 2014).
See also Opinion Number: 2019-14, Fla. Code Jud. Conduct, Canon
3D(2), Fla. Code Jud. Conduct, Canon 3D(2), Commentary.Fla. JEAC Ops.
01-06, 98-21 and 97-17.The Florida Bar v. Gilbert, 246 So. 3d 196, 203
(Fla. 2018).Holt v. Sheehan, 122 So. 3d 970, 976 (Fla. 2d DCA 2013), note
2.Favel v. Haughey, 727 So. 2d 1033, 1036 (Fla. 5th DCA 1999).
A motion to disqualify counsel is a core proceeding over which the Court

has jurisdiction pursuant to 28 U.S.C. § 157(b)(2)(A). A party bringing a motion
to disqualify bears the burden of proving the grounds for disqualification. In re
Bellsouth Corp., 334 F.3d 941, 961 (11th Cir. *8782003). The moving party
must have “compelling reasons” to disqualify counsel.
The Crime-Fraud Exception
“The attorney‐client privilege does not protect communications made in

furtherance of a crime or fraud.” U.S. v. Cleckler, 265 F. Appʹx 850, 853 (11th
Cir. 2008) (internal quotation marks omitted). This Circuit applies a two‐
pronged test for the crime‐fraud exception:
First, there must be a prima facie showing that the client was engaged in
criminal or fraudulent conduct when he sought the advice of counsel, that he
was planning such conduct when he sought the advice of counsel, or that he
committed a crime or fraud subsequent to receiving the benefit counselʹs
advice.
Second, there must be a showing that the attorneyʹs assistance was obtained
in furtherance of the criminal or fraudulent activity or was closely related to it.
Id. at 853 (quoting Cox v. Admʹr U.S. Steel & Carnegie, 17 F.3d 1386, 1416
(11th Cir. 1994)).The attorney need not be aware he is assisting in a fraud for
the exception to apply. In re Grand Jury Investigation (Schroeder), 842 F.2d
1223, 1227 (11th Cir. 1987);Gutter v. E.I. DuPont De Nemours, 124 F. Supp.
2d 1291, 1300‐01 (S.D. Fla. 2000). “[T]he party opposing the privilege on the
crime/fraud exception has the initial burden of producing evidence which, if
unexplained, would be prima facie proof of the existence of the exception. The
burden of persuasion then shifts to the party asserting the privilege to give a
reasonable explanation of its conduct.” Gutter, 124 F. Supp. 2d at 1307
(emphasis added). The prima facie standard “is satisfied by a showing of
evidence that, if believed by a trier of fact, would establish the elements of
some violation that was ongoing or about to be committed.” Schroeder, 842
F.2d at 1226. “Such a showing must have a foundation in fact, and cannot rest
upon mere allegation.” Gutter, 124 F. Supp. 2d at 1299 (citing Schroeder, 842
F.2d at 1226).2 2 The
The attorney-client privilege is widely recognized and applies to all confidential

communications between a client and its attorney made in the rendition of
legal services, unless the communication falls within a statutory exception to
the privilege. See ' 90.502(2), Fla. Stat. (2003). See also Haskell Co. v. Georgia
Pac. Corp., 684 So. 2d 297, 298 (Fla. 5th DCA 1996)(holding that confidential
communications are not subject to disclosure, unless one of the statutory
exceptions to the privilege applies).
Under section 90.502(4)(a), Florida Statutes there is no attorney-client

privilege, as provided for in section 90.502(2), when A[t]he services of the
lawyer were sought or obtained to enable or aid anyone to commit or plan to
commit what the client knew was a crime or fraud.@ See First Union Natl.
Bank v. Turney, 824 So. 2d 172, 186-187 (Fla. 1st DCA 2001). This crime-
fraud exception thus effectively eliminates the privileged character of an
attorney- client communication if the client communicates with the attorney in
order to obtain advice or assistance to perpetuate what the client knows to be
a crime or fraud. Id.
Appendix furnished with this Objection to claim and Motion to

Disqualify.
of records and requirements of full faith and credit clause may mandate
the conclusion there is a prima facie basis for concluding the requirements
there is prima facie showing DOV has:
committed perjury, intends to commit perjury, will continue to commit

perjury, in the attempts to take the property of William C. Mawhinney,
and Randall A. Ralicki. See Appendix Exhibits ______ the Second
Amended Complaint, the emergency Injunction, the Affidavits of
indebtedness, Motions for summary judgment all done and made under
oath and in reliance upon use of material perjury
DOV has intentionally interfered and obstructed commerce, sought to

and did take conspire against the exercise of secured civil rights
intending to deprive Ralicki and Mawhinney of with their rights to
peaceful possession use and enjoyment to the same.
DOV together with Miss Cruikshank appear to be engaged in conduct

that involves the intent to take property or commit a robbery unmder
color of authority of a creditor claim he and the attorneys reasonably
know is false,
DOV intends to effect what is the equivalent of or what appears to be a

Hobbs Act Robbery against Ralicki and Mawhinney, DOV Will make, has
made, used and uttered forged and counterfeit securities,
Counsel for Alleged Creditor has attempted to and did pass the forged
and counterfeit securities in judicial proceedings as if genuine
reasonably knowing that the same were forgeries. Appendix Pages
_______ Hindsight Forensic Audit and Affidavits of _______
off as genuine in judicial proceedings with the assistance of Cruikshank

and others;
DOV will use, has used and indented to use false, fictitious, and
fraudulent assignments, liens, complaints, affidavits of indebtedness,
and DOV with the help of others will use, has used, and intends to
continue using the attorney services of Elizabeth Cruikshank to offer
forged and counterfeit Securities, make false and misleading statements
in judicial proceedings and otherwise help him commit fraud upon the
courts, fraud upon the U.S. Attorney, Fraud upon Ries, Ralicki and
Mawinney, among other corrupt acts and crimes defined by the laws of
Florida dand the United States.
these and other crimes
These are believed to be per se sufficient to establish the necessary prima

facie legal basis for application of the crime fraud exception.
Memorandum
The court is authorized to determine if an impermissible conflict of interest

exists, whether that conflict operates to preclude further representation by
Elizabeth Cruikshank FBN 120345 and the Firm of Cruikshank & Ersin.
The facts demonstrate that SHAYEH DOV, aka P&S INC, aka 998 SW 144 th
Court RD LLC, P&S & Co., LLC, Notez, LLC, Notess, LLC among other alias
and/or alter ego entities, has plead guilty to a criminal conspiracy where he
knowingly and intentionally made false statements of material fact about his or
his companies ownership of mortgages and notes. Appendix pages 1- _____
In the signed plea agreement DOV submitted he was engaged in a scheme

and conspiracy with others who helped him in executing the scheme. He admitted
to use of the wires and is apparently continuing the scheme, as attempted to
make a “creditor” claim on and asset he agreed was forfeited. This creditor claim
was sent over the wires in interstate commerce.
Mis Cruikshank has used the attorney services and enterprise of

Cruikshank Ersin LLC a business operating in and affecting interstate commerce.
She has and continues to assist DOV, committing multiple overt acts
chargeable as predicate offenses including mail and wire fraud that are before the
court and appear to be submissions showing the intent to continue with the
attempts and conspiracy that DOV has as a matter of record judicially admitted.
The conspiracy appears to be related, involving the use of enterprises or

alias identities where DOV has signed a plea agreement and an agreed statement
of facts submitting that
(1) that an enterprise or enterprises exist, (2) that his enterprises as well as
those of CRUIKSHANK & ERSIN LLC, are used in and affected interstate
commerce; (3) that Respondent Cruikshank is and was associated with or
employed by the enterprise;
(4) DOV and Cruikshank are now engaged in a course of conduct and
pattern of related conduct posing a threat of continued criminal activity.
The court can determine from the adjudicatory facts most of which are
judicially admitted whether the present conduct is related, to the conspiracy
charged. The activities arguably appear to have the same or similar purposes,
results, participants, victims, or methods of commission, having the
distinguishing characteristics of use of the alias identities and alter egos, and are
not isolated events that support the making the determination to disqualify
counsel.
The record reflects that DOV conducted or participated in the operations of

the charged conduct using multiple enterprises or alter egos through that pattern
of misconduct with the intention to defraud committing far more that the
minimum of two predicate acts of racketeering activity.
Applicant is also requesting an in camera inspection that relates to issues of

disqualification, as well serious questions exist regarding counsels conduct where
she has and continues to support and represent a non existent plaintiff or alter
ego client who unequivocally made binding judicial admissions to all of the facts
charged as true beyond a reasonable doubt. Agreed Statement of Facts Appendix
Page _____
DOV agreed that that since May of 2012, DOV and others helping him
operated a conspiracy in Florida. They agreed to make intentionally false
representations about the ownership of mortgages and notes.
The claim that he is a creditor is a derivative of his claims about ownership

of the Ralicki and Mawhinney mortgage and note.
The record in case number CA 4 proceedings where the alleged named

movant or creditor, 998 SW 144th Court Rd LLC, a.k.a. Shayeh DOV, a.k.a. P&S
INC, does not exist and likely never existed having been concluded to be an alias
or alter ego identity used by Mr. DOV and others associated with him to commit
fraud. See SJ MAK (LLC) VS NOTEZ (LLC), Local case No. 2013-003923-CA-01
https://www2.miami-dadeclerk.com/ocs/search.aspx?AspxAutoDetectCookieSupport=1.m
A substantial likelihood exists that a lawyer has committed violations of the

Rules Regulating The Florida Bar implicating cannon 3D2.
Legal Standards
The Florida Rules of Professional Conduct (chapter 4 of the Rules

Regulating The Florida Bar) provide the standard for determining whether
counsel should be disqualified in a given case. Young v. Achenbauch, 136 So.
3d 575, 581 (Fla. 2014).
See also Opinion Number: 2019-14, Fla. Code Jud. Conduct, Canon
3D(2), Fla. Code Jud. Conduct, Canon 3D(2), Commentary.Fla. JEAC Ops.
01-06, 98-21 and 97-17.The Florida Bar v. Gilbert, 246 So. 3d 196, 203
(Fla. 2018).Holt v. Sheehan, 122 So. 3d 970, 976 (Fla. 2d DCA 2013), note
2.Favel v. Haughey, 727 So. 2d 1033, 1036 (Fla. 5th DCA 1999).
A motion to disqualify counsel is a core proceeding over which the Court

has jurisdiction pursuant to 28 U.S.C. § 157(b)(2)(A). A party bringing a motion
to disqualify bears the burden of proving the grounds for disqualification. In re
Bellsouth Corp., 334 F.3d 941, 961 (11th Cir. *8782003). The moving party
must have “compelling reasons” to disqualify counsel.
The Crime-Fraud Exception
“The attorney‐client privilege does not protect communications made in

furtherance of a crime or fraud.” U.S. v. Cleckler, 265 F. Appʹx 850, 853 (11th
Cir. 2008) (internal quotation marks omitted). This Circuit applies a two‐
pronged test for the crime‐fraud exception:
First, there must be a prima facie showing that the client was engaged in
criminal or fraudulent conduct when he sought the advice of counsel, that he
was planning such conduct when he sought the advice of counsel, or that he
committed a crime or fraud subsequent to receiving the benefit counselʹs
advice.
Second, there must be a showing that the attorneyʹs assistance was obtained
in furtherance of the criminal or fraudulent activity or was closely related to it.
Id. at 853 (quoting Cox v. Admʹr U.S. Steel & Carnegie, 17 F.3d 1386, 1416
(11th Cir. 1994)).The attorney need not be aware he is assisting in a fraud for
the exception to apply. In re Grand Jury Investigation (Schroeder), 842 F.2d
1223, 1227 (11th Cir. 1987);Gutter v. E.I. DuPont De Nemours, 124 F. Supp.
2d 1291, 1300‐01 (S.D. Fla. 2000). “[T]he party opposing the privilege on the
crime/fraud exception has the initial burden of producing evidence which, if
unexplained, would be prima facie proof of the existence of the exception. The
burden of persuasion then shifts to the party asserting the privilege to give a
reasonable explanation of its conduct.” Gutter, 124 F. Supp. 2d at 1307
(emphasis added). The prima facie standard “is satisfied by a showing of
evidence that, if believed by a trier of fact, would establish the elements of
some violation that was ongoing or about to be committed.” Schroeder, 842
F.2d at 1226. “Such a showing must have a foundation in fact, and cannot rest
upon mere allegation.” Gutter, 124 F. Supp. 2d at 1299 (citing Schroeder, 842
F.2d at 1226).2 2 The
The attorney-client privilege is widely recognized and applies to all confidential

communications between a client and its attorney made in the rendition of
legal services, unless the communication falls within a statutory exception to
the privilege. See ' 90.502(2), Fla. Stat. (2003). See also Haskell Co. v. Georgia
Pac. Corp., 684 So. 2d 297, 298 (Fla. 5th DCA 1996)(holding that confidential
communications are not subject to disclosure, unless one of the statutory
exceptions to the privilege applies).
Under section 90.502(4)(a), Florida Statutes there is no attorney-client

privilege, as provided for in section 90.502(2), when A[t]he services of the
lawyer were sought or obtained to enable or aid anyone to commit or plan to
commit what the client knew was a crime or fraud.@ See First Union Natl.
Bank v. Turney, 824 So. 2d 172, 186-187 (Fla. 1st DCA 2001). This crime-
fraud exception thus effectively eliminates the privileged character of an
attorney- client communication if the client communicates with the attorney in
order to obtain advice or assistance to perpetuate what the client knows to be
a crime or fraud. Id.
Argument and Facts in Support of Disqualification
The public records establish and abundance of evidence to support the

application of the crime fraud exception. IN this instant matter DOV is using
attorney services to continue the criminal conspiracy charged in USA v DOV,
The other cases also offer an abundance of material and information
necessary to indicate counsel has engaged in misrepresentation of the
existence of the identity of the attorney client relationship.
There can be little doubt that DOV and Cruikshank intend to continue the
deceptive acts, DOV has said he intended to commit fraud, is continuing to
comit fraud using Cruikshank and the courts as instrumentalities to execute
it. Many of the overt acts, errors, and omissions are crimes some of which
are predicate offenses communicated in this instant motion to dismiss among
many others shown in the records of “foreclosure” proceedings , the records of
the SJ Mak Proceedings, and likely many others that are not known.
Without question DOV is engaged in operating a criminal enterprise using

deceptive practices in attempts to obtain money and property has clearly
demonstrated his intent to take Ralicki’s property.
He has habitually made threats communicated in interstate commerce

intending to intimidate Petitioner, Ralicki, a disabled man, and William C
Mawhinney an elder American.
He and counsel have and continue to make threats conspiring against the
exercise of rights attempting to stop what is obviously a federal criminal
conspiracy which he has judicially admitted to operating since or before My of
2012, in Florida.
The Motion to Dismiss is evidence of the intent to continue the unlawful

scheme, and attempts to collect unlawful debt through use of attorney
services and communications done through Elizabeth Cruikshank.
The ongoing threats and intimidations by and through Cruikshank and Ersin,
LLC are self evident, recognizable as a judicially noticeable fact of DOV’s
intent to continue with the constructive theft of property.
The claim is a clear and present danger that shows there is a threat of
continued criminal activity by DOV and/or CRUIKSHANK which is more than
sufficient to make the prima facie case necessary to establish the likelihood of
Cruikshank has violated the rules Regulating the Florida Bar, and for
application of the Crime fraud exception mandating disqualification and this
court’s exercise of discretion to order production of all attorney client
correspondence.
It appears Dov’s breach of his plea agreement is recognizable as judicially
noticeable facts. He signed it on or about February 6, 2019.
When he did that he and Cruikshank reasonably knew that he had

immediately forfeited all proceeds, property, cash, accounts, titles or claims to
the United States, which if he ever held as alleged here through his/their
misrepresentations.
Miss. Cruikshank and Shayeh DOV, aka 998 SW 144 th Court Rd LLC, aka
P&S INC, reasonably know that the Foreclosure proceedings and
consequently the judgment represented in the Motion to this Court is a claim
that they reasonably know was the result of DOV’s ongoing criminal
conspiracy, was procured upon use of false and misleading statements,
knowing use of forged and counterfeit securities, offered in a Court that
lacked authority to grant any relief, lacked existence of subject matter or
persona jurisdiction over a non existent plaintiff that no Florida court could
have granted any relief, on the claim of an ownership interest in a mortgage
and note that were never assigned to DOV through the so called processors
who themselves were never assigned the Mawhinney and Ralicki mortgage
and Note, no Note was referenced in the alleged assignment by the FDIC
because it was never a part of the body of the assets seized by the Comptroller
of the Currency when Ocala National Bank was shut ( Jan 2009) down having
committed fraud in making of construction loans, and directly connected with
the Taylor Bean & Whitaker fiasco.
This court is believed to be well acquainted with both the Ocala National Bank
and Taylor Bean Whitaker matters and are believed to have knowledge about
those affairs.
There is an appearance a misrepresentation of the existence of the Attorney client

relationship by Counsel Miss Cruikshank.
There is a substantial likelihood that Miss Cruikshank has violatd the rules regulating
the Florida Bar.
The attorney-client privilege is widely recognized and
applies to all confidential communications between a client and
its attorney Amade in the rendition of legal services,@ unless
the communication falls within a statutory exception to the
privilege. See ' 90.502(2), Fla. Stat. (2003). See also Haskell
Co. v. Georgia Pac. Corp., 684 So. 2d 297, 298 (Fla. 5th DCA
1996)(holding that confidential communications are not subject to
Respondent Cruikshank knowingly misrepresented the existence of the
attorney client relationship for years and has and fraudulently presented a
false claim
consider this application as providing the judge with information that a
substantial likelihood exists that in the amount of $ ______________ for proof
against Randall A. Ralicki and William Mawhinney, Company,
No._____________, which sum purportedly was due for furniture sold to the
debtor by the defendant JOHN DOE, when in truth and in fact, as JOHN DOE
well knew, no furniture had been sold to the debtor.
o Warrant summary disqualification, ordering Cruikshank to produce all

attorney client correspondence for the Courts in-camera review authorized by
but not limited to, The Supremacy and the Full Faith and Credit Clauses , F.S.
90. 504 (2), the crime fraud exception, and other
reciting an historical backdrop about delays of an alleged creditors

criminal conspiracy and apparently the efforts by Ralicki and Mawhiney to
stop what is in effect a taking or robbery under color of authority of what have
been admitted as intentionally false claims.
It appears to have been made that is being offered in bad faith should be
stricken.
Applicant shows that Counsel Cruikshank must be disqualified. She is

irreconcilably conflicted has interests adverse to her client, appears to have
committed multiple overt acts that are chargeable or indictable as predicate
offenses.
‘
is a knowingly false statement and intentional misrepresentation being
done to steal or take Ralicki’s property. The movant/creditor 998 SW 144 th
Court RD LLC is an alter ego or alias used by Shayeh Dovhas no relationship
creditor is entitled to take property upon a foreclosure allegation is false. The
court is requested to strike the assertions.
and has never had a legitimate contractual relationship of any kind with
Debtor. Never held a legitimate right, title or claim to any real or personal
property belonging to Randall A. Ralicki, or willliam C. Mawhinney.
Assunming that DOV did have or hold such a right or claim he has forfeited it
to the unitd States.
engaged in conduct involving the use of her attorney services, the mails
and wires to send threatening communications intending to intimidate or
injure others.
The court may find cause to believe there is a continuing pattern and
course of conduct that indicate found to be the commission of predicate
offenses and overt acts done by DOV through her to support a criminal
enterprise and conspiracy charged in United States of America v Shayeh
Dov, 19 60006 CR ZLOCH/HUNT
Moves that CRUIKSHANK & ERSIN LLC, and Elizabeth Cruikshank FBN be
disqualified.
The creditor claim appears to be contrary to the judgment and

agreements made in United States of America v Shayeh Dov, 19 60006 CR
ZLOCH/HUNT, where the alleged claim, assuming, without admitting such a
claim could ever been authorized or allowed with the alleged “CREDITOR”
intentional and knowing use of perjury, forging and offering of counterfeit and
securities, use of attorney services to utter and offer knowingly false evidence
making of false statements before judicial officials, improper vouching, and
other misconduct.
The court should and is requested to strike this Motion and creditor
claim.
It is requested to consider the plea agreement and other records as

binding judicial admissions precluding the making of any creditor claims
because it is at odds with the foregiure and admissions made on or about
February 6, 2019.
interest after February 1 2019, is evidence of the intent to continue

commiting crimes and a continuing activity that constitutes a predicate act or
continuing offense as indicated in the proceedings had in United States of
America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT;
Copies of relevant records, Judgment, Docket Report, plea agreement,

and other records are furnished with this application.
https://ecf.flsd.uscourts.gov/cgi-bin/DktRpt.pl?679109418198591L01
Applicant requests the court’s taking of judicial notice of the records, and
facts that indicate the creditor claim should be stricken and counsel
sanctioned for filing it because the claim or title interest alleged was forefieted (
if it ever existed) was forfeited as proceeds of Mr. Dov’s unlawful activities and
conspiracy indicated in the above referenced case.
The court is requested to exercise it discretion and take appropriate

action to strike the Motion to Dismiss and Motion for Sanctions, find the
attorney client privilege has been waived falls within the crime fraud exception
where the present motion by Miss Cruikshank is evidence of the intent to
continue
order production of all correspondence, attorney client communications,

and the court order an evidentiary hearing which is necessary as there appear
to be constitutional violations an order for production of all correspondence
and
and the court order an evidentiary hearing which is necessary as there
appear to be constitutional violations an order for production of all
correspondence and communications, retainers, priviledge logs (if any) be
produced or seized by order of this Court on grounds that reasonably knew In
February 2019, The alleged movant/creditor signed an agreement with the
United States of America establishing the movant creditor claim that it is a
creditor is dispositive, misleading and knowingly false.
“l4. The defendant further agrees to forfeit to the United States

voluntarily and immediately al1 property, real or personal, which constitutes or
is derived from proceeds traceable to the Title 18 violation of Conspiracy to
Comm it W ire Fraud. The defendant also
Such assistance will involve the defendant's agreement to the entry of an order
enjoining the transfer or encumbrance of assets that may be identified as being
subject to forfeiture. Additionally, defendant agrees to identify as being subject
to forfeiture all such assets, and to assist in the transfer of such property to
the United States by delivery to this Office upon this Office's request, aIl
necessary and appropriate documentation with respect to said assets,
including consents to forfeiture, quit claim deeds and any and all other
documents necessary to deliver good and marketable title to said property.
l 5. The defendant knowingly and voluntarily waives all constitutional, legal
and equitable defenses to the forfeiture of the assets in any judicial or
administrative proceeding, including any claim or defense under the Eighth
Amendment to the United States Constitution; waives any applicable time
limits to the initiation of administrative or judicial proceedings, and waives any
right to appeal the forfeiture. The defendant further agrees that forfeiture is
independent of any assessments, fines, costs, restitution orders, or any other
penalty that may be imposed by the Court. “
Appendix Exhibits ___________
This agreement shows the creditor claim to be dispositive submitting

that a criminal conspiracy operated in Florida from May 2012, to at least 2019
and has forfeited all rights title, interest in proceeds of that unlawful activity
including but not limited to, The alleged claim being submitted by Elizabeth
Cruikshank who reaqsonably knew when she filed it that the allegations were
false and misleading and that there is no creditor claim by this person or
individuals disguised as 998 SW 144th COURT RD LLC, aka P&S INC, aka
That criminal conspiracy involved a scheme by movant/creditor who

that the court is requested to judicially notice as binding judicial admissions in
the nature of adjudicatory facts that have confessed the alleged unverified and
unqualified assertions that the movant/creditor
These submission indicates a substantial likelihood exists to believe
for alleged creditor is conflicted and must be disqualified where the

Motion for Sanctions suggest there a continuation of racketeering predicates
are related, and that they amount to or pose a threat of continued criminal
activity. Id. Racketeering predicates are related if they have the same or similar
purposes, results, participants, victims, or methods of commission, or
otherwise are interrelated by distinguishing characteristics and are not isolated
events. Isubmitting to a disqualifying confict and and must be stricken.
It is appears to operate in law as evidence of the commission of predicate

acts done in support of a criminal conspiracy charged in USA V DOV, 19
60006 CR ZLOCH/HUNT.
ongoing criminal activities, is an admission of the intent to continue the

conspiracy
Applicant is informed and believes that SHAYEH DOV is a career
financial criminal and is extremely adept and skilled at lying, hiding and
covering up and or laundering of unlawful proceeds.
There is reason to believe that DOV and others have used and are using
income, funds, and other proceeds of unlawful activities DOV and his co-
conspirators have received ( and likely are using) from his/their admitted
criminal activities to support and to compensate attorneys who are aiding and
assisting the enterprise and who have engaged in commission of multiple
predicate acts in support of diversion of monies or things of value they
reasonably know are forfeited proceeds.
using the services of their Florida Bar membership to aid and assist DOV
in laundering of proceeds or funds that have been forfeited to the United
States.
MISS. CRUICKSHANK and/or CRICKSHANK ERSIN LLC,
The court may in its discretion consider transfer of the matter to Judge
Zloch,
therefore consider
There is reason to believe that DOV and others have used and are using
the income, funds, or proceeds received from his admitted criminal activities to
support this instant action and to compensate MISS. CRUICKSHANK and/or
CRICKSHANK ERSIN LLC,
There is reason to believe that MISS. CRUICKSHANK and/or

CRICKSHANK ERSIN LLC, intends to receive, or has received funds, and or
interests in and sharing of proceeds DOV agreed to forfeit to the United Sates
of DOV’s ongoing criminal enterprises…
does not appeara to have done that.
in this matter but appears to have failed to disclose Ralicki and

Mawhinney were and are victims of his unlawful scemes.
using proceeds, investments, funds that have been laundered from of

his other illegal activity or enterprise activities
or is investing or trading funds, k interests and other things of value that

are derivative of his criminal activities and that have been forfeited to the
United States of America As of Februar6,2019.
IN other words the filing of the funds CRUICKSHANK and/or

CRICKSHANK ERSIN LLC, intends to receive, or has received funds, and or
interests in and sharing of proceeds of DOV’s ongoing criminal enterprises with
the present motion operating as the admissible evidence that criminal conduct
which requires her immediate and summary disqualification and an order for
production of an incamera review of all materials retainers, agreements
correspondence due to the fact that there is no attorney client privilege
support or invest in this present assertion and that CRUICKSHANK

and/or CRICKSHANK ERSIN LLC, has received funds, or intends to receive
funds, and other interests in the proceeds of DOV’s ongoing criminal conduct
or activities threatenting to take or rob Ralicki of his ownership and title to his
home using the courts as the instrumentalities to effect that robbery.’
or to use them to finance further criminal activity.
86
were the court may judicially notice binding judicial admissions were
made by alleged movant creditor SHAYEH DOV, who is the alleged movant
Creditor posing as 998 SW 144 th COURT RD LLC, a non-existent entity for
purposes of any claim of interest, right, title or otherwise with a forfeiture of all
such claims made on or about February 6, 2019, being an absolute bar to
assertions of claims and operating to confess ongoing criminal activities within
the meaning and scope of 18 U.S.C. 1961
SHAYEHA DOV, should be stricken and is objectionable on a number of

grounds. The assertions indicate that Miss. Cruikshank has been and
continues to misrepresent the existence of the attorney client relationship.
The court is requested to direct counsel to serve the motion by mail.
Notice of Conflict
The assertions indicate that Miss. Cruikshank has been and continues to
misrepresent the existence of the attorney client relationship. There is a
The alleged movant is a not and never has been a creditor or lender.
The alleged movant is not and never has been authorized to transact
business in Florida as certified by Drew Breakspear, Commissioner of the
Florida Office of Financial Regulation. Exhibits ________
The creditor claim appears to be contrary to the judgment and and

ZLOCH/HUNT.
The alleged movant 998 SW 144th Court RD LLC is an alter ego or alias
used by Shayeh Dov and his co conspirators.
The Motion apparently is a compliant and a claim that 998 SW 144 th

Court RD LLC (a.k.a. a.k.a. P&S INC., a.k.a. Shayeh Dov) is owed money from
Randall A. Ralicki or William C. Mawhinney, because DOV claims to be the
“holder” of or alleges he owns the Ralicki and Mawhinney mortgage and note.
Elizabeth Cruikshank and SHAYEH DOV, reasonably know and are

aware that the alleged mortgage and note being uttered and used in the
Foreclosure case are forgeries and counterfeit instruments.
Elizabeth Cruikshank and SHAYEH DOV, reasonably know P& S Inc ,

(aka 998 SW 144th Court RD llc, aka SHAYEH DOV) do not own or hold the
mortgage and note, and the Foreclosure case is a disguise employing the
instrumentalities of the State of Florida to effect a taking or the equivalent of a
robbery under color of authority
alleged companies own or hold the mortgage and note and nor would
his or its holding or possession of the alleged mortgage and note give him any
right to foreclose or furnish any enforcement rights against Ralicki or
Mawhinney.
Notably, and because DOV has agreed to immediately forfeit and did
forfeit all proceeds, properties, titles, accounts, notes of any nature or kind.
Plea agreement @ ___________
precluding or judicially stopping his assertions of any claims or rights

relative to assertions about ownership of the Ralicki and Mawhinney Mortgage
and note which the court may conclude are judicially admitted facts that
remove the issue entitling Ralicki to the judicially admitted or stipulated to all
of the facts charged as being true beyond a reasonable doubt the court can
reach the core facts or fact that establishes DOV assertions to be dispositive.
DOVmaking the claim about a right of enforcement or a right to foreclose

is part of and connected to the criminal conspiracy charges filed in January of
2019 by the U.S. Attorney for the Southern District of Florida against SHAYEH
DOV. See Appendix exhibits pages __________
pages ++++++ related to ans claimed
nas never been or that The claim that 998 SW 144 th C Court Rd LLC, is
an existeing or legitimate business entity that could transact business in
Florida or that its members, and those interested in doing such business
could file a suit, maintain any action, or proceeding in any court is false. And
appears to be a violation of Florida law as shown in F.S. 865.09(9)(a) and
controlling authorities set out in Progressive Express Insurance v Hartley,
____________ constituting a misleading statement or claim and a
misrepresentation of thefacts by ElizabethCruikshank.
The creditor claim appears to be contrary to the judgment and and

ZLOCH/HUNT;
The court should and is requested to strike this Motion and creditor
claim.
It is also requested to consider and find that the claim of an ownership
interest from a filing upon grounds that it constitutes a predicate act or
continuing offense as indicated in the proceedings had in United States of
America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT;
Copies of relevant records, Judgment, Docket Report, plea agreement,

and other records are furnished with this application.
https://ecf.flsd.uscourts.gov/cgi-bin/DktRpt.pl?679109418198591L01
Applicant requests the court’s taking of judicial notice of the records, and
facts that indicate the creditor claim should be stricken and counsel
sanctioned for filing it because the claim or title interest alleged was forefieted (
if it ever existed) was forfeited as proceeds of Mr. Dov’s unlawful activities and
conspiracy indicated in the above referenced case.
The facts indicate Mr.DOV forfeited claim, any right, title in February
2019, assuming without admitting such a claim could have existed.
The evidence suggests that there is an ongoing and continuing

misrepresentations regarding any so called claim or judgment wold be
SJ MAK (LLC) VS NOTEZ (LLC), 2016, judgment finding Shayeh DOV et al.
personally liable on use of alias identities and/or corporate names as his alter
egos.
P & S & Co. LLC (P & S & CO), PS Inc., Shayeh Dove or Dov a.k.a. Steve
Dov or Dove, Allura Dov or Dove a.k.a Adina Soskin, and Pamela Manson,
Appellants, vs. SJ MAK, LLC,
and why the assertions by DOV about this claim of his alleged ownership as being
derivative of an FDIC assignment of a mortgage and note that was not possible and can
know the claim is premised in material perjury directly related to conspiracy charged
against DOV in the Southern District of Florida. The existence of the Motion to Dismiss
and the grounds stated suggest the ongoing
are patently officers there of sufficient and held by the Comptoller of the United States
of America. Thus this so called securitiy was never something the FDIC could have
received, and never did receive with the FDIC when it was alleged to have been and
never owned never owned or possess the mortgage and note turns out to be SHAYEH
DOV is void. They reasonably know DOV and CRUIKSHANK engaged in conduct that is
indictable as a felony and is considered as a predicate offense. They both reasonably
know their activities were done in and affecting interstate commerce, and involved their
use of the mails and wires to obtain the profit and proceeds of their criminal activities.
and have literally by offering the statements about the foreclosure proceedings and the
so called final summary judgment presented the evidence of the ongoing criminal
activies and predicate offgenses at this courts bench in the motion to Dismiss.
presenting the presented this court with the evidence
about a void and unlawful judgment which itself is prima facie evidence of his/their
intent to continue committing predicate acts related to the scheme and conspiracy
charged and to which he has judicially admitted to all facts charged. The continued
attempts to collect unlawf debt clearly pose a threat continued criminal activities with
the predicate acts being related in time, purpose, methods of commission, indenting to
obtain property and money by false fictitious, and fraudulent acts that are reasonably
known to CRUIKSHANK and DOV, who intend to achieve the same or similar results
involving the same or similar participants knowing that the claim, right, or title was
forfeited long before acquiring the summary judgment which itself is confessed as the
very evidence of their conspiracy and fraud practiced for nearly a decade in Florida and
elsewhere using the courts of Florida and the United States as instrumentalities to affect
DOV’s never ending misrepresentations in commerce, engaging in a scheme that is in
effect the execution of a Hobbs Act Robbery Attempt. DOV and CRUIKSHANK have
communicated threats and fully intend to use force of arms to effect the forcible taking
using the schemes and artifices employing instrumentalities of the State of Florida and
the Unites States of America as their devices./ This clearly has and will continue to
cause great public harm and show the ongoing pattern and intent to commit further
predicate acts against the person and property of Randall A. Ralicki, and against William
C. Mawhinney who death was likely caused by or contributed to by DOV’s conspiracy
and intent to commit fraud.
continued would be and are forfeited, yet he and Cruikshank are maintaining
an unlawful and malicious prosecution admitted in her statements about the
foreclosure proceedings where there is an ongoing use of material perjury,
offering of false evidence use and utterance of counterfeit and foraged
securities done after the Plea and offered as evidence through attorney
services. DOV has been making and communicating threats to harm
Ralicki and Mawhinney by the unlawful taking of their homestead and
property. He has been and continues to do this since 2013. The attempts
and use of threats and intimidation to cause the loss of use, peaceful
possession and enjoyment of their property during the conspiracy to
collect unlawful debt, deny and abridge securied rights of due process
and equal protection are all related to the conspiracy charged and and
likely caused or contributed to the death of William C. Mawhinney.
making of threats
Again these are facts not reasonably subject to dispute, capable of ready and accurate
determinations by this court. They tend to show the deliberate, calculated and
systematic misrepresentations made by DOV to the Executives U.S. Attorney for the
S.D. of Florida and to Judicial officers throughout Florida and in this court with the
present motion to dismiss operating as the equivalent of a judicial admission to continue
Probation Department, Judge Zloch, and others by DOV. The this Court which
include the claim of a right title or interest in the Mawhinney and Ralicki property,
mortgage and note he has foreged or irreparable harm and damages to them.
The record clearly reflects that the attorney communications and services are part of
DOV’s effort to effect a Hobbs Act Robbery against Ralicki and Mawhinney using
attorney client communications to threaten and intimidate victims of his criminal
enterprises that are directly related to, connected with the crimes and conspiracy
charged and DOV’s judicial admissions made in USA v DOV, 19 60006 CR
ZLOCH/HUNT, See also SJ Mak v. Notez et al., Local case number 13 -1395 P & S &
Co. LLC (P & S & CO), PS Inc., Shayeh Dove or Dov a.k.a. Steve Dov or Dove, Allura Dov
or Dove a.k.a Adina Soskin, and Pamela Manson, vs. SJ MAK, LLC 3D16-1585
The government must show. at 240, 109 S. Ct. at 2901; Ticor Title Ins. Co. v.
Florida
perpetrate his admitted fraud and criminal acts in effect attempting to
by and through use of communications and attorney services to commit predicate acts
and crimescorrespondence is being used to further his fraud and to commmust allege
that the
communication was made as part of an effort to perpetrate a crime or fraud, and the
party must also specify the crime or fraud.See Florida Mining & Materials Corp. v.
Continental Cas. Co., 556 So. 2d 518, 519 (Fla. 2d DCA 1990)(holding that the party
seekinger
In re Meridian Auto. Syss.-Composite Operations, Inc., 340 B.R. 740

(Bankr.D.Del.2006); see also Century Indem. Co. v. Congoleum Corp. (In re
Congoleum Corp.), 426 F.3d 675, 686 (3d Cir.20
05) (“one of the inherent powers of any federal court is the admission and
discipline of attorneys practicing before it.”); In re Johore Inv., Co., 157 B.R.
671, 674 (D.Haw.1985) (“a motion to disqualify counsel of a major secured
creditor is a matter integrally tied to the administration of the estate, and
disposing of such a motion is clearly a necessary function of the bankruptcy
judge in presiding over the orderly administration of the estate.”).
A conflict arises in that there is an appearance of impropriety.
Miss Cruickshank is reasonably aware that Mr. DOV is apparently the

“client…” that DOV uses alias identities of P&S Inc, ( the alleged plaintiff stated
in the Marion County Circuit Court compliant ).
Miss Cruikshank is reasonably aware of the fact that in February Mr.

DOV signed a plea agreement that forfeited any potential claim she is atteming
to make on behalf of DOV, and that there has never been a legal or factual
basis for the Circuit Court to claim or exercise jurisdiction of the sub=ject or of
the Person in the Marion County Proceeding.
Mrs. Cruickshank is reasonably aware of the duties imposed upon a

member of the Florida bar to disclose adverse authorities and failed to inform
the circit and Appellat courts aout the proceedings in and yet persists in
threatening and intimidated a disabled person adjudicated as client, and that
he hjas been charged assisting Mr. Dov’s Criminal enterprise has engaged in
overt acts, errors, or omissions where she has neglected or failed to disclose
adverse authorities and rulings that indicates a lack of candor _ and/or a
joinder in a conspiracy against rights or the exercise there of intending to
deprive a a citizen of Due ocess and eual protection, among other potentially
conduct involving dishonesty, intentional misrepresentation and discrimination
counsels apparent assistance or participation in a clients unlawful acts
indicating Miss Cruikshank has interests adverse to those of her client(s), as
well as the appearance a continuing misrepresentation of the existence of the
attorney client relationship.
and Whether the inquiring judge has a duty to report an attorney to The
Florida Bar in circumstances where representations made to the court by the
attorney during a judicial proceeding were known by the inquiring judge to be
false.
ANSWER: In the circumstances presented, Canon 3D(2) requires the

inquiring judge to report the attorney for misconduct to The Florida Bar..n
la. Code Jud. Conduct, Canon 3D(2).
Fla. Code Jud. Conduct, Canon 3D(2), Commentary.
Fla. JEAC Ops. 01-06, 98-21 and 97-17.
The Florida Bar v. Gilbert, 246 So. 3d 196, 203 (Fla. 2018).
Holt v. Sheehan, 122 So. 3d 970, 976 (Fla. 2d DCA 2013), note 2.
Favel v. Haughey, 727 So. 2d 1033, 1036 (Fla. 5th DCA 1999).shall take
appropriate action.
There is a substantial A judge who receives information or has actual

knowledge that substantial likelihood exists that a lawyer has committed a
violation of the Rules Regulating The Florida Bar shall take appropriate action.
As this Committee has pr
Miss Cruikshank, complaint filed a Motion to Dismiss for Constitutional Violations on July
1, 2011. The violations necessitating the motion to dismiss involved the Special Counsel’s willful breach
of confidentiality and other extensive improprieties that go to the heart of the adjudicative process and
cast doubt on the integrity of the fact-finding process. 3. Special Counsel has attempted to justify some
of his actions by alleging that at least one of the unauthorized persons he allowed to attend and
participate in the confidential sworn statements had a pre-existing, bona fide, authentic, legitimate, and
as a separate or distinct personality or legal entity, having no capacity to

hold any alleged right or title interest alleged. The purported interest is shown to
be dispositive, adjudicated against the alleged Creditor who has appeared and
presented an unverified, unqualified, claim which the Court should strike for a
number of reasons that are addressed in other documents that will be submitted
to the court.
The Motion in the discretion of the court may be considered as evidence

that the conspiracy charged in USA V DOV is ongoing.
That is the Motion to Dismiss is arguably an overt act and continuing

misrepresentation by use of intentionally misleading statements and claims that
submit to an intention to comit predicate acts and offenses threating to take
property under color of the
to furtherance of the goals and objectives the criminal conspiracy charged

to be also evidence of Mr. DOV’s intent to continue the criminal conspoiracy and
likely predicate offense indicating operating the conspiracy charged by the United
Sates Attorney for the Southern District of Florida. The records of that
proceeding, specifically the Plea Agreement, the Agreed Statement of Facts,
charging instruments are furnished with the supporting appendix 1.
These matters are believed to be the proper subjects of this Court’s judicial
notice which is requested and is authorized by the Rules of Evidence Rule 201(d)
committing violations of the claiming motion to dismiss because
1. It may be said that 998 SW 144 th Court RD LLC exists as a legal entity,
however, the circumstances indicate that the use of 998 named plaintiff is
misleading. The public record shows the effective date of the existence is May
2015. IT did not exist at the time of the alleged assignment in 2013.
2. The subject debt or security alleged has never been assigned by the FDIC
and there is no reference to the assignment of the Note, with the matters of
securities being preempted and exclusive the Federal Forum indicating the
judgment being waived by the so called movant does not help his case. It is just
more of the same criminal misrepresentation which is DOV’s habit and routine
practice.
IN January 2009, When the comptroller took over Ocala National Bank there was
no note or deposit at Ocala upon which the comptrolor or the FDIC could have
possessed to assign. The note was not there it had been ut I nto a specual
purpose vehicle, where it was services by Taylor Bean Withaker and both the
taylonr bean wihtaker and Ocala National bank matters were in the jurisdiction of
the Federal bankrupticy court showing an absolute bar against the alleged claim
made by DOV even if the judgment were valid it would give DOV no reights title or
interest as the udgment was made in complete absence of both subject matter and
personam jrisdicotn.
FDIC and was not part of the corpus of the Company as recited in the complaint
or judgment. Nor has it ever been alleged to have been entrusted to that entity.
3. P&S Inc does not exist as a legal entity anywhere. It has been concluded to
be an alias or alter ego of Shayeh DOV.
4. Further, the alleged Ocala Funding Trust has never been named as party to
any transaction in which value was paid by DOV or any of his alleged companies
for the subject debt.
5. Lastly, even if DOV could somehow show documentation of some sorthe

would still be unable to state a claim because neither the Ocala Funding Trust nor
the trustee, Taylor Bean Whitaker, possessed any power to administer any aspect
of the subject debt, note or mortgage he has sued the wrong party. Ralicki and
Mawhinney have no connection with DOV did not borrow money, do not owe Dov
any money and never have.
6. While opposing attorneys struggled to imply ownership or authority on the

part of the comptroller or FDIC, alleging they were the servicer, no document
exists, nor was any document or testimony ever submitted or proffered to that
effect. And any presumption by any court that ownership and authority existed
lacks foundation in the Marion County Circuit court record.
2. This court lacks authority to grant any remedy to a non-existent claimant.
3. This court lacks authority to grant any remedy claimant with a non-existent
claim.
4. This court was misled by misleading argument and misrepresentations

proffered by opposing counsel on behalf of a client that did not exist and with
whom there was no attorney-client relationship.
So you could also file a motion to set an evidentiary hearing on your motion to
vacate. The content, including the above, would serve to supplement your existing
motion. The wherefore clause would simply ask the court to set a 30-minute
hearing to hear evidence on whether the plaintiff existed and whether the plaintiff
ever had a claim and perhaps whether opposing counsel misrepresented the
existence of a client and the attorney-client relationship.
Legal Standards
The Florida Rules of Professional Conduct (chapter 4 of the Rules Regulating The Florida Bar)
provide the standard for determining whether counsel should be disqualified in a given case. Young v.
Achenbauch, 136 So. 3d 575, 581 (Fla. 2014). By enlisting Judge Harris’s assistance, Defendant’s counsel
violated rules 4-8.4(d) (conduct prejudicial to the administration of justice) and 4-8.4(f) (knowingly
assisting a judge or judicial officer in conduct that is a violation of applicable rules of judicial conduct or
other law). Judge Harris’s involvement did not just violate judicial canons—it interfered with the fair
administration of justice in this case. Why did Defendant’s counsel enlist the aid of a judge sitting on the
very court to which appeals in the case would be presented? They could have
The Florida Rules of Professional Conduct (chapter 4 of the Rules Regulating The Florida Bar)
provide the standard for determining whether counsel should be disqualified in a given case. Young v.
Achenbauch, 136 So. 3d 575, 581 (Fla. 2014).
Respondent counsel failed to inform the tribunals of the advers decisions against DOV and her
clients. The rules of professional conduct imposed a duty of candor which appears to have been
This goes to a core issue involved with regard to counsels fitness ------------- violated rules 4-
8.4(d) (conduct prejudicial to the administration of justice) and 4-8.4(f) (knowingly assisting the
commission of a crime and deprivation of due process equal protection preventing discovery and a trial
clearly are acts that—it interfered with the fair administration of justice.
The judgment purported by counsel was procured from a court that never
had authority over the alleged claim, debt, note or mortgage.
It never had jurisdiction of the person with the misrepresentation of the

existence of the attorney client relationship. The facts show if there was a
legitimate Limited Liability company its effective day of existence by its submission
with the florida Dep[artment of Corporationsthe dayt of its filig onmay 215,k ytwo
years or moreafter it claims an assignment was made to it by P& S INC a entity
that twoflorida courtshav efound to be perieced. was authority to grant any relief
to DOV, 998 or P&S.
suggesting commission of multiple violations of federal and state law and

more predicate offenses,
The court may note the habit and routine practice and pattern acts of
misrepresentation, deception and the intent to commit fraud are manifested in
this record showing the lack of clean hands.
and this record and fraud sounds more like the court was wrong rather
than the court had no jurisdiction.
I also think that you need to ask for an evidentiary hearing on whether the
trust exists and whether the trust ever had any right, title or interest in the debt,
note or mortgage.
d. Therefore petitioner moves to to disqualify Cruikshank & Ersin, LLC

and Counsel Elizabeth Cruikshank FBN 120345, for production of attorney
colient correspondence and an evidentiary hearing
to be irreconcilably conflicted. Therefore petitioner moves
and therefore must be disqualified involving the misrepresentation of the

existence of the attorney client relationship.
and having interests that appear to be materially adverse to the alleged

movant creditor, SHAYEH DOV, and where where it appears Cruikshank iswhere
there is substantial likelihood that a
appear to be irreconcilably conflicted involving the misrepresentation of the

existence of the attorney client relationship.
movant creditor, SHAYEH DOV, and where where it appears Cruikshank
isdisqualify the Firm of Cruikshank & Ersin, LLC and Counsel Elizabeth
Cruikshank FBN 12345.
This motion bears a signature block of Miss Cruikshank, is unverified,

contains misstatements, misrepresentations’ and operates as evidence to
continuation of a criminal conspiracy only failed to make the disclosure to the
immigration court and seek its guidance, but she made the disclosure to the
State Attorney who has handling an unrelated criminal case against her former
client, at a time when the client was facing criminal charges and possible
deportation. Consequently, Respondent’s disclosure of confidential client
information was in direct contravention of the duty imposed under Rule 4-1.6,
and The Bar submits that the Referee’s not guilty finding in this regard was
clearly erroneous and is not supported by the record. Based on his finding that
Respondent had violated Rule 4-8.4(d) (conduct prejudicial to the
administration of justice), the Referee recommended that Respondent receive a
ninety (90) day suspension. It is the position of The Florida
Applicant moves to disqualify the Firm of Cruikshank & Ersin, LLC and
Counsel Elizabeth Cruikshank FBN 12345. appear to be irreconcilably conflicted
involving the misrepresentation of the existence of the attorney client relationship.

movant creditor, SHAYEH DOV, and where where it appears Cruikshank is
laboring under misguided notions that attorney statements are admissible as if
evidence or testimony, and that attorney services may be used to aid and assist a
criminal conspiracy that has been judicially admitted by the represented party.
she is representing abridgment of civil rights in order to obtain the objectives of
that conspiracy. Taking or obtaining of money and property under false
pretenses.
and otherwise obligations arising under the law and rules regulating
members of the Florida Bar. Offering submissions, confessing she is
irreconcilably conflicted, having misrepresented the existence of the attorney
client relationship.
The court in its discretion is requested to judicially notice the case

authorities, documents, facts and what are arguably binding judicial
admissions made in USA v DOV, and where the relevant facts and stipulations
made in February 2019, show a forfeiture to the United States and the
existence of a federal criminal conspiracy and that there is a that continued
criminal activities and predicate offenses and acts are likely to continue which
triggers that appears to be onging suggest there is a substantial likelihood
that Respondent counsel, has violated the rules of professional conduct and tr
what applicant believes are outcome controlling facts or otherwise

adjudicatory facts showing the unqualified and unverified assertions by the
alleged Movant/Creditor may be seen as dispositive on the binding judicial
admissions by SHAYEH DOV who stipulated he has been operating a
conspiracy since May of 2012 in Florida and other states where he agreed with
others who are assisting him to making knowingly false representations,
statements and claims about his ownership of mortgages and notes, with the
purported appearance of the movant/ creditor The court is furnished with the
information and documents it may
and are the court to sua sponte strike the Motions and consistent with
F.S. 90 504, order production by Respondent Counsel Cruikshank, of all
attorney client correspondence, retainer agreements, memos emails, texts and
any priviledge logs for this Court’s in camera review
attorney client communications of every nature and kind and Mr. DOV,
has been adjudicated to be personally liable on fraud and misrepresentation.
use of multiple corporate identities as aliases and alter egos.
In this instant application it can be seen that the Motion to Dismiss and
Motion for Sanctions is unqualified unverified. It is made upon a theory that
because Ralicki the Debtor delayed his criminal conspiracy and what is in
effect an attempt to take property from Debtor over years of intimidation,
threats and attempts to collect unlawful debt threats and intimidation that
involves multiple to effect a Hobbs act robbery and taking of his homestead in
reliance upon in or upon action and related matters Miss Cruikshk is
laboring under irreconcilable conflicts.
Therefore, and because the official and public records establishes

multiple adjudications against SHAYEH DOV, the alleged movant creditor who
is presently engaged in commission of predicate acts and offenses record
manifests evidence of misconduct and must be disqualified.
has misrepresented the vexistence of theAsttorney client relations ship

matter posing as
On its face this document (and virtually every document, statement and
assertion made in every paper or document offered in this Court, the Marion
County, Florida Circuit Court, the Fifth District Court of Appeals is a
confession by Miss. Cruikshank to a willful joinder with scheme and artifices
SHAYEH DOV, ( among others ) admitted is attempts to take or acquire
property under false and misleading pretexts that he has admitted are acts
that establish that from May 2012 DOV, and others have combined and agreed
together to commit predicate offenses, acts, errors and omissions that are
judicially noticeable as the so called movant/creditors intention to continue
committing predicate acts, errors and omissions in support of the goals of the
federal criminal conspiracy charged in USA v DOV.
The Facts are not subject to dispute. DOV is using the CRUIKSHANK
ERSIN LLC attorney services to continue committing predicate acts, offenses,
errors and omissions that SHAYEH DOV has previously agreed was a scheme
to knowingly and intentionally make false statements of material fact about his
or his alleged companies ownership of the Mawhinney and Ralicki Mortgage
and note.
Long before DOV and CRUIKSHANK obtained the summary judgment

being waived before this court (Sept 24, 2019) DOV had made binding judicial
admissions that are memorialized in a Plea Agreement, a Agreed Statement of
Facts and a judgment that are adjudicatory in nature, the proper subjects of
this Courts judicial notice and are outcome controlling facts, rendering Miss
Cruikshank’s and Mr. DOV’s assertions, statements or offerings made in the
Motion to Dismiss, and Motion for Sanctions as prima facie evidence of the
existence of probable cause showing DOV intends to intent effect what may
very well be a continuation or aggravated acts effective attempt to commit a
hobbs act robbery against Ralicki and Mawhinney, who
suggesting which his requested pursuant but not limited to Fed.R.Evid.,

201 (d), the Supremacy, Full Faith and Credit Clauses.
that operates in law as a submission to use of attorney services to

continue committing predicate acts, offenses, errors and omissions on which
SHAYEH DOV previously stipulated by way of binding judicial admissions
memoralized in a Plea Agreement, a Agreed Statement of Facts and the
forfeiture of all of the proceeds of his unlawful conduct which eviscerates any
possible claim ( assuing without admitting a criminal conspiracy from May of
2012, to this present time would provide any faoundation or legal rights to the
criminal enterprises that have been adjudicated to be alias identities and alter
egos use to
any claim of a right or title intertest assuming

to committing predicate acts and offenses as previously charged as a
federal criminal conspiracy, and where by the crimes and overt acts of a
criminal as a means of continuing the scheme and artifices charged
committing predicate acts and crimes and overt acts of a criminal conspiracy
declaration of intent to continue
SHAYEH DOV and Miss Cruikshank to use attorney services to

committing predicate acts and offenses as previously charged as a federal
criminal conspiracy, and where by the crimes and overt acts of a criminal as a
means of continuing the scheme and artifices charged committing predicate
acts and crimes and overt acts of a criminal conspiracy charged in SSA v SOV,
This document must be stricken.
The Court is requested to judicially notice documents and judicially

admitted facts had in the United States District Court Southern District of
Florida, USA v DOV, 19 60006 CR ZLOCH HUNT.
On its face this document operates in law as a submission submission
confessing to the continuation of a criminal conspiracy charged in SSA v SOV,
This document must be stricken. It is unqualified, misleading and
unverified.
It is inappropriate in that it is being used as an attempt to make a claim
about a judgment procured upon what the alleged creditor and its counsel to
place knowingly false matters before the court that is reasonably
known to be materially false, and apparently a claim of a right, title or
intertest that if it exists was forfeited to the United States February 6,
2019, when SHAYEH DOV signed the Plea Agreement and Agreed
statement of Facts ____________ admitting to all of the facts charged
in the conspiracy were true beyond a reasonable doubt being the
functional equivalent of binding judicial admissions made nearly 9
months before the attempt to to obtain the judgment it is waiving in
front of this court as if a void and preposterous claim is somehow
made legitimate because Mr. DOV or his Attorneys say so.
evidence before the court which he believed to be untrue.

to offer unsworn testimoney attempt to make claims, offer statements as
if it were admissible or evidence testimony or evidence intending to deprive
Debtor and others of due process and equal protectionprejudice
Elizabeth Cruikshank, continues to offer false statements and misleading

arguments. Attempting to imply a non existent debtor creditor relationship
between P&S INC, a.k.a. 998 SW 144th Court RD LLC, which are ficticious
entities that are alias and/or alter egos of Shayeh Dov, as a judicated judicial
admissions, facts, records, and three final judgments made in
United States of America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT; were made on or

about Aug 6, 2019; https://ecf.flsd.uscourts.gov/cgi-bin/DktRpt.pl?679109418198591-
L_1_0-1 A federal criminal conspiracy proceeding involving predicate acts related to this
instant matter.
SJ MAK (LLC) VS NOTEZ (LLC), issued in March of 2016, is a judgment piercing the
corporate veils finding an ongoing pattern of fraud and deception in attempts to obtain
money or property on false statements or claims implying ownership of mortgages and
notes that were knowingly and intentionally false.
P & S & Co. LLC (P & S & CO), PS Inc., Shayeh Dove or Dov a.k.a. Steve Dov or Dove,
Allura Dov or Dove a.k.a Adina Soskin, and Pamela Manson, Appellants, vs. SJ MAK,
LLC, judgment was issued in May 2018 Affirming conclusion substantial evidence
existed to support the corporate veil had been pierced with SHAYEH DOV personally
liable for P&S and NOTEZ LLC., fraud.
non existent companies summary disqualification is required
It is therefore representations with interests adverse to and where she is struggled

to imply ownership or authority on the part of the trustee, the trust or the servicer. No
document exists, nor was any document or testimony ever submitted or proffered to
that effect. And any presumption by the court that ownership and authority existed
lack any foundation in the court record.
struggling which expressly authorizes District Courts of Appeal the
authority to review a trial court order that grants an injunction.
makes a special motion to strike under provisions of Florida Pubic Policy

_____________ the same The motion is without which is objected
As explained below the Motion to Dismiss and for Sanctions filed by Elizabeth
Cruickshank FBN 120345, must be stricken.
As explained, Elizabeth Cruickshank, is conflicted and must be disqualified. She is

laboring under a laboring unde irreconcilable conflicts
struggled to imply ownership or authority on the part of the trustee, the trust or the
servicer, no document exists, nor was any document or testimony ever submitted or
proffered to that effect. And any presumption by the court that ownership and
authority existed lack any foundation in the court record.
submits to the appearance of irreconcilable conflicts, non existent

entity must be stricken as a matter of law.
to strike the Motion and to Disqualify the firm of request the court
strike the same, which is a document that should be stricken receivd on
receipt of the court’s order to submit a comprehensive reply to the motion to
Dismiss and sanctions. Filed by a non-existent entity .
NOTICE OF APPEAL
PLEASE TAKE NOTICE that Defendants/Appellants, Randall A. Ralicki, William C.
Mawhinney, The Estate of William C. Mawhinney, hereby appeals the August 19, 2020, final
order denying Motion to Strike, and Motion to Stay/Reconsideration to the District Court of
Appeal of Florida, Fifth District, and/or to the Florida Supreme Court or both. A conformed
copy of the order denying Defendants Reconsideration is attached.
The nature of the August 19, 2020, order on appeal is a final order that effectively
declares F.S. 865.09(9)(b) as unconstitutional by the intentional failure to enforce it along with
abridgments of due process, equal protection where the trial court’s orders and judgment appear
to have ignored the command of the Full Faith and Credit Clause and obligations arising under it.
The adjudications and judgments made in public proceedings and official records of, but not
limited to, Miami Dade County Florida Circuit Court styled as: SJ MAK (LLC) VS NOTEZ
(LLC), Local case No. 2013-003923-CA-01 https://www2.miami-dadeclerk.com/ocs/search.aspx?
AspxAutoDetectCookieSupport=1.m Judgment made in the Third District Court of Appeal State of
Florida, filed on or about May 30, 2018. Docket No. 3D16-1585; styled as: P & S & Co.
LLC (P & S & CO), PS Inc., Shayeh Dove or Dov a.k.a. Steve Dov or Dove, Allura Dov or
Dove a.k.a Adina Soskin, and Pamela Manson, Appellants,vs.SJ MAK, LLC,Appellee.
Searchtype=Case+Number&Court=3&CaseYear=2016&CaseNumber=1585; and in
proceedings had in the United States District Court sitting at the Southern District of Florida in
USA V. SHAYEHA DOV, Case Number 19 60006 CR ZLOCH/HUNT, involve the same
persons and the use of the alias identities to commit fraud, The Federal Criminal conspiracy
Judgment, is conclusive against said judgment, where there are binding judicial admissions and a
Plea Agreement showing cause and prejudice. All of which mandates summary reversal of the
courts denial of reconsideration, and issuance of the appropriate order or writ to compel the
Circuit Court to enter the order and involuntary dismissal of the “Verified Second Amended
Complaint” filed in this within cause, and striking of all Plaintiffs pleadings with issuance of a
revised order denying intervention allowed by a recused judge and an evidentiary hearing on
opposing counsels misrepresentation of the existence of the attorney client relationship.
Respectfully Submitted,
________________________ ___________________________
Estate of William Mawhinney By: Randall A. Ralicki Randall A. Ralicki,
998 SW 144th Court Rd 998 SW 144th Court Road
Ocala Florida, 34481 Ocala Florida, 34481
Certificate of Service
I hereby certify that a true copy of the Notice of Appeal
has been served upon the alleged Plaintiff P&S INC aka 998 SW 144th COURT RD LLC on this 17th
day of September 2020 by placing a copy postage prepaid in the U.S. Postal Service, addressed to counsel
for Plaintiff, and others named below:
Elizabeth Cruikshank FBN 120345, Attorney for Shayeh DOV et al, aka P& S INC, 998 SW 144th Court RD LLC, Notez, Notess,
Cruikshank Ersin, LLC
6065 Roswell Rd, Suite 680
Atlanta, GA 30328
Beth@cruikshankersin.com
Shayeh Dov 39733-053

Otisville Federal Correctional Institution
Inmate Mail/Parcels, Post Office Box 1000
Otisville, NY 10963
Shayeh Dov 39733-053 aka P&S Inc, 998 SW 144th Court RD LLC, 39733-053
Otisville Federal Correctional Institution
Inmate Mail/Parcels, Post Office Box 1000
Otisville, NY 10963
Shayeh Dov, Pamela Manson, Simon Dov Allura Dov, aka P&S INC., 998 SW 144th Court Rd LLC
Notez, Notess,
1538 East 35th Street
Brooklyn NY 11234
Shayeh Dov, Pamela Manson, Simon Dov Allura Dov, aka P&S INC., 998 SW 144th Court Rd LLC
Notez, Notess,
22 Wallenberg Circle,
New York, N.Y. 10952.
U.S. Department of Justice, Ariana Fajardo Orshan United States Department of Justice
U.S. Attorney For the S.D. Florida FBN 91049 Randall D. Katz, AUSA, S.D. Florida FBN 112036
United States Department of Justice – USAO 500 E Broward Blvd Ste 700 Miami, Fl.
99 N.E. 4th Street Fort Lauderdale, FL 33394-3016
Maimi Fl. 33132 randy.latz@usdoj.gov

ariana.fajardo.orshan@usdoj.gov
/s/_________________________
Randall A. Ralicki,
998 SW 144th Court Road
Ocala Florida, 34481
appearing party service of the original summons, nor any of the

papers submitted by a third party intruder who purports to be 998
SW 144th Court RD LLC which identifying itself as a “Movant
Creditor”
which & movant herein requests, that the Court request that the
court Notice of conflict and on Misprision of Felonies by
Elizabeth Cruickshank and others is made to his Honor Judge Jerry
A. Funk, and Chief Judge Stephen D. Merryday.
Newly discovered facts establishcause to believe Elizabeth

Cruickshank and others acting with her knew and know her client
is Shayeh Dov,who has used and is using aliases of P&S INC 998 SW
144th COURT RD LLC., and many others to commit wire fraud, mail
fraud, and laundering of proceeds of his illegal activities
through his alter ego enterprises, family members and others and
is doing so in the Middle District of Florida and Elsewhere.
Ms. Cruickshank appears to have received proceeds or has

interests in receiving proceeds that are tracable and/or
connected to Mr. Dov’s activities from May of 2012, to this
present time where She knowingly failed to report federal
felonies to law enforcement or some judge or person in civil
authority. Applicant therefor requests a continuation of the
trial date and issuance of the appropriate order for production
of all attorney client correspondence, texts, emails, retainers;
privilege logs phone logs etc., for the courts in-camera review.
See U.S. v. Cleckler, 265 F. Appʹx 850, 853 (11th Cir. 2008).
U.S. v Zolin, 491 IU.S.554 (1989).
______________________________
Estate of William Mawhinney By:
Randall A. Ralicki, Executor
Judges are required to consider anything in front of them, decide on

its admissibility, and then give it the weight that the judge thinks
it deserves. Pro se litigants have no way of knowing much about
arguments concerning jurisdiction.
They flail about and basically submit motions to vacate that say to
the judge “You made the wrong decision.” That argument is potentially
the subject for appeal which fails most of the time.
In general,.
[Practice Note: Not all scrivener errors can be corrected by a

foreclosure or final judgment. If you see one that has a facial effect
on recorded title, unless the Final Judgment or Final order
specifically corrects the problem, it may still exist and be grounds
for either vacating or amending the final judgment. If the Judgment is
amended it could mean that the entire process allowing for motion for
rehearing and appeal is re-started.]
So here is the response I sent to one client regarding her pro se

motion to vacate.
This is not as strong as I would like it to be on the issue of

jurisdiction. Your points are well taken but they are not strongly
made in the context of an argument that shows that the court never had
authority over the claim, debt, note or mortgage. Your argument sounds
more like the court was wrong rather than the court had no
jurisdiction.
I also think that you need to ask for an evidentiary hearing on

whether the trust exists and whether the trust ever had any right,
title or interest in the debt, note or mortgage.
[Practice Note: In active litigation cases this should be the subject

of discovery and a motion for summary judgment by the borrower.]
I would suggest filing a memorandum of law that makes the following

points:
1. The named plaintiff does not exist and never existed.
1. While Deutsche Bank National Trust Company exists as a legal

entity, the named plaintiff is misleading.
2. The subject debt has never been entrusted to Deutsche Bank

National Trust Company nor has it ever been alleged to have been
entrusted to that entity.
3. Long Beach Mortgage Loan Trust 2006-WL3 does not exist as a legal
entity anywhere.
4. Further, the alleged trust has never been named as party to any
transaction in which value was paid for the subject debt.
5. Lastly, even if the trust existed, the documentation submitted to

the Securities and Exchange Commission shows that neither the trust
nor the trustee possessed any power to administer any aspect of the
6. While opposing attorneys struggled to imply ownership or

authority on the part of the trustee, the trust or the servicer, no
document exists, nor was any document or testimony ever submitted or
proffered to that effect. And any presumption by the court that
ownership and authority existed lack any foundation in the court
record.
2. This court lacks authority to grant any remedy to a non-existent

claimant.
3. This court lacks authority to grant any remedy claimant with a

non-existent claim.
4. This court was misled by misleading argument and

misrepresentations proffered by opposing counsel on behalf of a client
that did not exist and with whom there was no attorney-client
relationship.
So you could also file a motion to set an evidentiary hearing on your

motion to vacate. The content, including the above, would serve to
supplement your existing motion. The wherefore clause would simply ask
the court to set a 30-minute hearing to hear evidence on whether the
plaintiff existed and whether the plaintiff ever had a claim and
perhaps whether opposing counsel misrepresented the existence of a
client and the attorney-client relationship.
Although it is unlikely, I have seen several situations in which a

motion with this particularity has provoked settlement offers from the
other side.
I would suggest filing a memorandum of law that makes the following

points:
1. The named plaintiff does not exist and never existed.
1. the named plaintiff is an alter ego or alias as identified in

Florida state judgments.
The named used in the caption 998 SW 144th Court Rd LLC, did not
exist and has no was not the the plaintiff at the time of the exists
as a legal entity, the named plaintiff is misleading.
2. The subject debt has never been entrusted to Deutsche Bank

National Trust Company nor has it ever been alleged to have been
entrusted to that entity.
3. Long Beach Mortgage Loan Trust 2006-WL3 does not exist as a legal
entity anywhere.
4. Further, the alleged trust has never been named as party to any
transaction in which value was paid for the subject debt.
5. Lastly, even if the trust existed, the documentation submitted to

the Securities and Exchange Commission shows that neither the trust
nor the trustee possessed any power to administer any aspect of the
6. While opposing attorneys struggled to imply ownership or

authority on the P&S Inc alleged servicer no document exists, nor was
any document or testimony ever submitted or proffered to that effect.
And any presumption by the court that ownership and authority existed
lack any foundation in the court record.
2. This court lacks authority to grant any remedy to a non-existent

claimant.
3. This court lacks authority to grant any remedy claimant with a

non-existent claim.
4. This court was misled by misleading argument and

misrepresentations proffered by opposing counsel on behalf of a client
that did not exist and with whom there was no attorney-client
relationship.
So you could also file a motion to set an evidentiary hearing on your

motion to vacate. The content, including the above, would serve to
supplement your existing motion. The wherefore clause would simply ask
the court to set a 30-minute hearing to hear evidence on whether the
plaintiff existed and whether the plaintiff ever had a claim and
perhaps whether opposing counsel misrepresented the existence of a
client and the attorney-client relationship.
Although it is unlikely, I have seen several situations in which a

motion with this particularity has provoked settlement offers from the
other side.
Memorandum
Elizabeth Cruickshank is an attorney based out of Atlanta
Georgia. She is a member of the Florida bar who is representing
a notorious criminal(s). U.S. v. Shayeh Dov, 19 60006 CR Zloch
Hunt, U.S. District Court S.D. Fla.(2019); U.S. v Roth, U.S.
District Court, S.D. New York Jan 22, 2002 01 Cr. 401(JFK)
(S.D.N.Y) https://casetext.com/case/us-v-roth-16P&S & Co, LLC,
Shayeh Dove, or Dov, a.k.a. Steve Dov, or Dove, Allura Dov, or
Dove, a.k.a. Adina Soskin, and Pamela Manson, Appellants, vs. SJ
MAK, LLC. 3rd DCA No. 3D16-1685. These cases show a pattern of
federal felonies that has been going on for decades. Elizabeth
Cruickshank and other attorneys working with Shayeh Dov (George
and Alison Kerestes, Michele Klymko, Moshe Rubinstein to name a
few)operate upon the notion that the privilege of being an
attorney empowers them with a right to do wrong.
Debtor is requesting the court vacate or continue the trial
date set forFebruary 27, 2020,order production of all alleged
attorney client correspondence betweenthe purported companies,
Elizabeth Cruickshank, George and Alison Kerestes, SHAYEH DOV,
Pamela Manson, Simon Dov, Stephen Manson, David Schroeder, or any
other person associated in fact with the Shayeh Dov Enterprises
who are purported to have an interest direct or indirect in the
enterprises. The attorney client communication ordered produced
should include any supposed claim of privilege, the privilege
logs, pone records,all texts, payments, retainers emails etc.,
See Florida Statutes § 90.502(4)(a-e) United States v Zolin, 491
U.S. 554 (1989).
Legal Standard for Crime‐Fraud Exception
“The attorney‐client privilege does not protect
communications made in furtherance of a crime or fraud.” U.S. v.
Cleckler, 265 F. Appʹx 850, 853 (11th Cir. 2008). The evidence
offered in Appendix 1, 2 and 3, contain adjudicatory facts that
are the proper subjects for the court’s judicial notice
consistent with Federal Rules of Evidence 201 et seq., In the
court’s discretion the official records and evidence presented
here can be construed as binding judicial admissions made by
Shayeh Dov, precluding any dispute of the relevant facts
confessing to managing a criminal conspiracy in Florida and other
states from 2012, to this present time. Shayeh Dov, is the client
who is using aliases identities of P&S Inc., and 998 enterprises
as a means Dov to conducthis schemes and artifices to defraud.
(Affidavit of Randall A. Ralicki; Exhibits 1-9, Appendix 1
incorporated by reference.)
In a judicial proceeding styled as SJ Mak v P&S Inc., et al,
case number 13-2923 Miami Dade County, Florida Circuit Courtit
was concluded SHAYEH DOV and His Wife Pamela Manson, His adult
Children participated in the affairs and appear to have used
their accounts to launder proceeds of his illegal promotional and
schemes to defraud which are activitiesDov has admitted and did
sothrough personal accounts, school loan accounts and others as
confirmed by the investigations by the United States Department
of Justice (Affidavit of Randall Ralicki, Exhibits 1-9 Appendix
1, Exhibits 1-7 Appendix 2, incorporated by reference).
This laundering activity was done by Shayeh Dov and his
family members. TheirMoney laundering is being done to disguise
criminal proceeds. Dov’s Money laundering was part of his scheme
to defraud both the United States tax system and The Florida
State Tax system in that taxable illegal source proceeds go
undetected along with some taxable legal source proceeds from the
tax evasion schemes. Both schemes use nominees, currency,
multiple bank accounts, wire transfers, and othercommon
methodswith intent to carry on his unlawful activities knowing
they were committing wire fraud and promoting his unlawful
activitiesso they could obtain money and property as illegal
proceeds generated by and through Shayeh Dov’s alias enterprises
with Elizabeth Cruickshank appearing to be directly conducting
the affairs of P&S INC and/or 998 SW 144th Court LLC Enterprise.
(See Affidavit of Randall A. Ralicki Exhibits 5, 7, 8, Appendix 1
incorporated by Reference). Motion To Dismiss passim.
In the Miami Dade Circuit Court proceedings the family
members were impleaded and the entities were pierced.
That finding or judgmentwas affirmed on appeal in 2018, in
P&S & Co, LLC, Shayeh Dove, or Dov, a.k.a. Steve Dov, or Dove,
Allura Dov, or Dove, a.k.a. Adina Soskin, and Pamela Manson,
Appellants, vs. SJ MAK, LLC, Appellee. 3rd DCA No. 3D16-1685.
For all Practical purposes Shayeh Dov is and has been
Cruickshank’s Client posing as the alias companies. Neither She
nor any of the other attorneysdisclosed these adverse rulings or
authorities. These are rulingsmade against her client which were
before the hearing she references in September 24, 2019, on the
“renewed summary judgment motion.” Cruickshank and the other
attorneys know or reasonably should know DOV did commit wire and
mail fraud and reasonably know he has beenlaundering proceeds of
his illegal activities. In this respect there is substantive
evidence that the attorneys have conspired confederated and
agreed to concealDov’s wire and mail fraud and hislaundering
ofproceeds or other federal felonies from law enforcement and
failed to inform a judge or civil authority of his felony
violations by Dov in violation of Title 1u U.S.C. section 4.
It is not subject to dispute Dovis engaged criminal or
fraudulent conduct in violation of federal laws. It has been
admitted or stipulated to as having been ongoing since or before
2012, (Exhibit 5, Appendix 1, incorporated by Reference).
The litigation in the alleged foreclosure case referenced by
Cruickshank in her motion to dismiss is barred on a number of
jurisdictional grounds and was used as a means and method to
defraud and apparently did cause great public harm.
The Florida Office of Financial Regulation has certified
that neither Plaintiff P&S INC nor 998 SW 144th Court RD LLC, nor
any of its members or “officers” were registered or licensed to
act as a mortgage lender, mortgage servicer, or consumer debt
collection company. The foreclosure proceeding referenced by
Cruickshank are nullities and void being conclusively barred by
Florida State laws. F.S. 201.08(1); 865.09(9)(a)),
As a matter of established public policy (t§865.09(9)
(a)))Cruickshank’s “clients”are barred fromfiling of any claim in
any Florida court indicating her representations about a
foreclosure case are misplaced and certifies the foreclosure case
is being maintained in bad Faith and part of the schemes and
artifices used by Shayeh Dov and use of the Marion County,
Florida Circuit Court as instrumentalities to defraud. See
Motion to Dismiss paragraph 2. This jurisdictional bar is a
matter of well-established lawreasonably known to Elizabeth
Cruickshank and the other attorneys involved in the
proceedings.These facts are undisputed indicating foreclosure
complaint has been used as a tool to harass and defraud
implicating other Felonies within the Scope of F.S. 817.535(2)
(a). The lack of fictitious name registration compliance is not
a fact in dispute and has been judicially admitted by prior
counsel Michele Klymko. (Affidavit of Randal Ralicki, Appendix
3, generally incorporated by reference ).
There is no dispute none of the aliases companies or any of
its members, officers or agents were ever licensed or registered
lenders, services or consumer debt collection companies as
required by law. As such the court was without any legal basis
or jurisdiction to hear any claim or issue any judgment on any of
the claims filed by the so called client of the defendants.
Defendant attorneys intentionally mislead the OFR useing the
assertion that the unlicensed and unregistered client was suing
for foreclosure and thereby used a knowing false artifice and
device to allow her clients fraud to flourish. She intentionally
interfered with an investigation which caused the infliction of
great public harm by lying to investigators.
It is also undisputed that none of thecompanies or Shayeh
Dov ever complied with the fictitious name registration laws.
That section provides that the failure of a business to comply
with the fictitious name registration statute precludes filing or
prosecution of any lawsuit in any Florida court. See Sun Coast
Health Care Ctr. 1, Inc. v. Progressive Express Ins. Co., 12 Fla.
L. Weekly Supp. 803c (Broward Cty. Ct. 2005)
(medical care provider who conducts business under unregistered

fictitious name lacks standing to bring action against insurer
based on assignment from insured to unregistered fictitious
entity); see also § 865.09(9)(a), Fla. Stat. (2003) (“If a
business fails to comply with this section, the business, its
members, and those interested in doing such business may not
maintain any action, suit, or proceeding in any court of this
state until this section is complied with․”)
Plaintiff is directly estopped from filing such a case.
Likewise counsel knows there is and remains no payment of ant of
the documentary tax stamps required by F.S. 201.08(1) on the
alleged transfers of beneficial interestsby Kaunder Capital on
the assignment from Multi-Bank to Kondaur Capital, then a sale to
alleged Transfer to P&S INC, From Kondaur, and then from P&S
Inc., to 998 SW 144th Court RD LLC.This failure is
jurisdictional. It is also well established and a matter of
public policy having nothing to do with existence of alleged or
so called affirmative defenses. The foreclosure has been
maintained in bad faith intending to cause harm and harass
Randall A. Ralicki and William C. Mawhinney. During prosecution
of the foreclosure Elizabeth Cruickshank knew no documentary tax
stamps were paid, she knew no registrations and lender compliance
matters had been done and knew that there is and remains no
standing or basis for the exercise of jurisdiction on any claim
made by and through Her client Shayeh Dov, or his conspirators.
Somma v. Metra Elecs.Corp., 727 So.2d 302, 304 (Fla. 5th DCA
1999).
“Promissory notes for which documentary taxes have not been

paid are, as a matter of law, unenforceable by any Florida court.
In an action to enforce such a note, once the court discovers
that the documentary taxes have not been paid, the court must
dismiss the action without prejudice, or upon proper motion abate
the action for a time sufficient to enable the plaintiff to
purchase documentary stamps and affix them to the note. Id. at
305.
Counsel knows the action is barred. She knows there are
multiple adverse rulings against her client which she has failed
to disclose. She continues to defend or argue a palpably
frivolous and void trial order. See BOCA BURGER, INC., etc, vs.
RICHARD FORUM, and failure to disclose legal authority adverse to
a client’s legal position and argument. See also Rules Regulating
Fla. Bar R. 4-3.3(a)(3);Dilallo ex rel. Dilallo v. Riding Safely,
Inc., 687 So. 2d 353, 355 (Fla. 4th DCA 1997)(holding that rule
4-3.3(3) implies a duty to know and disclose adverse legal
authority to the courts); Cruickshank knows and is aware that
the summary judgment order was procured on perjured or suborned
affidavits, without any testimony, or admissible evidence and
reliance upon subornation of perjury, material misstatements,
errors and omissions of fact designed to induce Judge Scott into
a misplaced reliance upon her representations and representations
of other that they all reasonably knew were untrue. In short the
fact that Elizabeth Cruickshank appeared, and volunteered in to
the jurisdiction of this proceeding, bearing her gifts of
misrepresentation, and arguing a palpably false judgment shows
the animus and intent to knowingly and willfully deceive and
mislead with intent to cause harm warranting the granting of the
requested relief on her self made judicial admission to
participation in her clients intentional and knowing wire, mail
and bank fraud. The facts indicate there has never been a basis
for the prosecution of the foreclosure. On its face and from the
record the prosecution is malicious, wanton, reckless. It is
being done without any justification except for the intent of the
Plaintiff to defraud.
Counsel’sassertions in parallel foreclosure litigation are
based in admitted fraudulent representations about ownership of
mortgages and note. It is directly related to and connected with
use of forgeries that stand undisputed on the record. There are
multiple instances of criminal activities, misrepresentation and
intent to defraud as charged in the federal criminal judicial
proceedings that are relevant and directly related to Shayeh Dov
and his conduct of the affairs of the criminal enterprises and
attempt to steal or convert Mawhinney’s homestead, and Ralicki’s
Rights of Survivorship.Elizabeth Cruickshank is prosecuting a
(specious) complaint (Affidavit of Randall A. Ralicki Exhibit 1
Appendix 3,). This complaint alleges Debtor owes her client, P&S
INC. $694,000.00plus interest and attorney fees.(See ¶¶’s 26 &
27, passim Verified Second Amended Compliant.) These are
adjudicatory facts admitted and not subject to dispute.For years
Cruickshank has been conspiring with other attorneys and her
clients to steal Mawhinney’s homestead. She and other lawyers
have actively concealedtheir client’s (SHAYEH DOV’s) crimes from
law enforcement failed to report the same to a judge or other
civil authority.As such they are now before the court. It may in
its discretion construe this as an adversary complaint subject to
amendment and further discovery. Shayeh Dov has been committing
federal felonies for decades. He regularly impersonates others
over the phone making false accusations to public officials in
the performance of their duties. Cruickshank wants this court to
believe none of Dov’s fraud and misrepresentation about ownership
of mortgages and notes is relevant to her representation of Dov
and his criminal enterprises.
CONCLUSION
Cruickshank should be ordered to personally appear, and to
produce all correspondence for the court’s in camera review or
otherwise found to be conflicted and summarily disqualified from
any further participation or representation of any of the
entities or individuals associated with criminal enterprises
operated by or involved with SHAYEH DOV, attempting to collect
unlawful debt.
This court should also issue the proposed order to show
cause why her conduct, errors, omissions, and failures to
disclose should not be deemed as intentional and affirmative
misrepresentation done for an improper purpose, indicating the
lawyers participation in dishonesty, and material fraud
triggering application of Judicial Cannon 3D2 for an order of
referral to the Florida State Supreme Court for Discipline and
disbarment.
Estate of William Mawhinney By: Randall

A. Ralicki, Executor
D. Disciplinary Responsibilities.
(2) A judge who receives information or has actual knowledge that substantial likelihood
exists that a lawyer has committed a violation of the Rules Regulating The Florida Bar shall take
appropriate action
that they are there is a reason that she should be allowed
to take the debtors estate under color of her client’s judicially
admitted artifices and schemes to defraud.
The Motion to Dismiss filed with this court was never
served, it lacks any credible evidence or support with the
possible exception that what evidence offered (if any) operates
to confirm the ongoing practice and continuation of her clients
knowing and intentional fraud and misrepresentation.
The alleged judgment offered by Cruickshank is prima facie
evidence and her unequivocal judicial admission by her that she
knowingly and willingly and intentionally participated in and
committed fraud on Judge Edward L. Scott, collateral to this
proceeding and stepped right up and identified herself as the
responsible person who did that while simultaneously failing to
inform this court of the felonies done by her client. in inducing
a judge to enter an order on undisputable judicial admission that
she was successful in the fraudulent inducements tricking a judge
to rely upon forgeries, and false statements of material fact all
having been carefully crafted and done with no witness no
evidence and no basis in law and fact for a summary judgment and
no jurisdiction of the trial court to enter any judgment. Fl.
Stat 201.08 865.09 Progressive ____
and likely subornation of perjury in order to procure that
judgmenyt.
inducing a state judge evidence by her for her clients
regarding clear and unequivocal admission that a judgment was
procured upon counsels knowing use of perjury forgeries, fraud,
intentional and knowing misrepresentation of material fact among
othermisconduct she is op[enly admitting by her appearance and
unqualified statements.
Clearly she believes she has been empowered by her lawyer
lice ns with a perfect right to do wrong
.[ clearly fails to disclose adverse authorities of United
States v Dov,
Sj Mak v P&S Inc
And
All relevant to impeach her assertions and for this courts
judicial notice and the criminal conviction of her client who
she knows committed federal felonies and state law crimes when
she solicited and induced judge Edward Scott to grant a summary
judgment.
her client’s crimes misrepresentation and fraud. She has
failed to report wire fraud, mail fraud and aggravated identity
theft among other overt acts done by her client Shayeh Dov.
She did this and continues to do this with her motion to
dismiss with intent, and knowing that she failed to inform a
judge or some other civil authority.
The Motion to Dismiss filed with this court clearly fails to
disclose adverse authorities and the criminal conviction of her
client who she knows committed federal felonies and state law
crimes when she solicited and induced judge Edward Scott to grant
a summary judgment.
She knows the mortgage and note she and felonies by her
client is cal evidence that she continues to support the crimials
with the use artifices and devices to float illusions,
misrepresentations and fraud. These activities involve her and
others attempting to induce judges and other officials to believe
patently frivolous claims, misrepresentations and fraud with her
motion being evidence of her willful intent to mislead and
deceive and failing and fraud that fraud andknowing
misstatements of facts that show the complaint and everything to
do with her client and their practices involves some others
working with her know these allegations are specious, no debt was
ever owed no legitimate claim can be made by these individuals of
and the trial court in Marion County
These facts are judicially admitted and not subject to
dispute owed money from the Estate of William Mawhinney which she
knows is untrue and involves her clients intentional and
knowingly false representations about ownership of mortgages and
notes.
She has been doing this for years and has assisted or
abetted at least 6 felonies under federal and state laws in one
document. ( Exhibit __ Appendix 3 ) where an application for
an emergency injunction was requested by Stephen Manson,
( probably Shayeh Dov posing as Stephen Manson) has represented
his enterprises and other family members believed to be Pamela
Manson, ( His wife) a.k.a. ________ Stephen Manson, ( Brother in
law) Simon Dov and Allura Dov ( His children) He launders money
and proceeds of his illegal activities through his family members
banks accounts, and many others yet to be discovered.
The individual the United States of America calls him Shayeh
Dov. Shayeh Dov, is a oft convicted felon, and in Florida he uses
aliases of 998 SW 144th Court RD LLC, P&S Inc., named clients by
the same of Shayeh Dov.
appear to be assisting Shayeh Dov and his co-conspirators in achieving
the goals and objectives of the criminal conspiracy charged against
Shayeh Dov and his co-conspirators. (Cruickshank’s clients).
There appears to be overt acts, and other omissions by Elizabeth

Cruickshank which are being done to support the criminal conspiracy
and commission of federal felonies. U.S. v. Dov 19 60006 CR Zloch
/Hunt.See Affidavit of Randall A. Ralicki, Exhibits 1-9 Appendix 1).
Accordingly, Cruickshank’s Motion to Dismiss filed on or about

December 12, 2019, fails to make disclosures of her clients criminal
activities which are reasonably known to her and which she is required
to disclose to avoid
She knows her clients have been operating a criminal conspiracy since
or before 2012, and that they have used alias or alter ego
corporations as a front and sham to conceal their money laundering,
their schjemes to defraud and more motion to dismiss and suggestions
made in the Bankruptcy court before judge Jerry Funk constitutes her
judicial admission that she is now conducting the affairs of her
criminal clients and their associate in fact enterprises.
The court may note Cruickshank’s motion operates in law has her
knowing, willful and intentional participation in her direct or
indirect management and conduct of the affairs of Shayeh Dov’s
criminal enterprises judicial admissions made by her and others that
are conclusive against her where she is confessing to her knowing,
willful and intentional participation in her direct or indirect
management and conduct of the affairs of Shayeh Dov’s criminal
enterprises.
The companies or enterprises of P&S Inc, Notez, Notess,

operating in, the Middle District of Florida and other states under
color of her controlling See also Judicial Cannon 3D(2), F.S.
90.502(4(a-e)), and other authority suggesting is applicable among
other matters implicating Judicial Cannon 3D(2); Opinion 2019-14,
United States v. Zolin,
Applicant consistent with Title 18 U.S.C. 4, and the official

proceedings in United States v. Shayeh Dov, 19 60006 CR Zloch/Hunt,
and other proceedings along with the supporting Affidavit showing
there is competent and substantial evidence to allowthis application
to be filed under seal.
Memorandum
ElizabethCruickshankis an attorney based out of Atlanta
Georgia. She is a member of the Florida bar who is representing
a notorious criminal who uses a lot of names and aliases.
The individual the United States of America calls him Shayeh
Dov. Shayeh Dov, is a oft conficted felon, and in Florida he uses
aliases of 998 SW 144th Court RD LLC, P&S Inc., named clients by
the same of Shayeh Dov.
She will likely argue that she does’t represent dove but
rather trhat she represents 998 SW 144th Court RD LLC a
fictionadand alter ego which in itself is misleading based upon
the juidicial admissions who she knows are criminals and who have
been operating a criminal conspi4racy in Florida that ewas
Charged by the Department of Justice have more than a 20 year
history of documented criminal activities. ( __U S v Roth ____
, Arrests in Kissimmee Florida ( Exhibit 1, Appendix 3, for a
credit Card Swindle and other documented admitted on or about
______.
She presently claims to represent someone or something.
However her objectionable heresy indicates she is a vexatious,
ignorant and uninformed attorney who operates upon seriously
misplaced notions of truth and of her respective duties and
obligations arising under the law.
Not only did she fail to serve the motion to dismiss she
intentionally omits critical facts and evidence of her clients
criminal conspiracy, misrepresentation and devising of a scheme
to commit fraud, and do great public harm.
that led her to the threshold of this court waiving and
claiming she has a judgment, and oh yes she does have a judgment,
a judgment that indicts her confessing she is involved in and
apparently in charge of the enterprise affairs due to the fact
that she hhasShe provides nothing to support her statements. She
did not serve the debtor or creditor with her “motion” and she
does not verify anthing she says nor is there any witness
available to support her misplaced notions of what she thinks she
is authorized to do or what unratified acts of her criminal
clients she has undertaken to perform which unfortunately for her
operate in law as judicial admissions to her intentional and
willfull support of the goals and objectives of her clients
criminal conspiracy.
effect operate to impale her on her own petard so to speak.
acts which are unqualified, false misleading and indicate
she has joined a federal criminal conspiracy that was investigated by the United States
Department of Justice. There are adjudications, judicial admissions and other evidenduuary and
adjudicatory facts that this court may note in the supporting records that Include, Appendix 1, 2 and 3.)
Appendix
She does not verify or provide any substantive evidence in support of her claims all of shich are
discredited and impeached by her clients judicial admissions* and the confession that all of the
corporations or Florida “client’s” she alleges she represent in reality is Shayeh Dov, and his co-
conspirators.
Contrary to her unqualified statements, unverified claims of a judgment or some interest in the Debtors
Estate from the “client” she knows her assertions are based in fraudulent representations and se is
intentionally and willfully attempting to deceive this court with more of her clients misconduct and
clearly confessed criminal felonies.
Counse is clearly laboring under a conrflict. She has interests adverse to her clients, has
likely received or intends to receive proceeds of their/its unlawful actrivies and otherwise since the
principal of the criminal conspiracy ( Shayeh DOV) is now a resident of Otisville New York, whe is managing
and conduicting the affairs of the enterprises or which renders her subject to immediate disqualification
and referral to the Supreme Court for Discipline as indicated in Judicial Cannon 3D(2), JECA Opinion 2019-
14, purports to represent None of the corporations or Florida companies she claims to represent have
ever been authorized to transact any business in Florida in and as a matter of well estatblished law it and
they collectively barred from mataining any suit and any action.
However, and not withstanding the frivolous and baseless foreclosure lasuit filed by her clients,
their persistent and habitual misrepresentation, fraud, admitted conspiracy, jurisdictional and statutory
bars that as a matter of public policy bars any basis for any of her so called clients or d undisputed
factual and legal evidence showing any florida court not serve her motion U.S. v. Cleckler, 265 F. Appʹx
850, 853 (11th Cir. 2008) The attorney need not be aware he is assisting in a fraud for the exception to
apply. In re Grand Jury Investigation (Schroeder), 842 F.2d 1223, 1227 (11th Cir. 1987); Gutter v. E.I.
DuPont De Nemours, 124 F. Supp. 2d 1291, 1300‐01 (S.D. Fla. 2000). “[T]he party opposing the privilege
on the crime/fraud exception has the initial burden of producing evidence which, if unexplained, would
be prima facie proof of the existence of the exception. The burden of persuasion then shifts to the party
asserting the privilege to give a reasonable explanation of its conduct.” Gutter, 124 F. Supp. 2d at 1307
(emphasis added). The prima facie standard “is satisfied by a showing of evidence that, if believed by a
trier of fact, would establish the elements of some violation that was ongoing or about to be
committed.” Schroeder, 842 F.2d at 1226. “Such a showing must have a foundation in fact, and cannot
rest upon mere allegation.” Gutter, 124 F. Supp. 2d at 1299 (citing Schroeder, 842 F.2d at 1226).2
CRIMINAL COMPLAINT
I, the complainant in this case, state that the following is true to the best of my knowledge and
belief. From on or about May 2012 to the present time in the Southern and Middle Districts of
Florida and elsewhere, defendant(s) violated: Code Section Offense Description Title 18, United
States Code, Section 1343, 1341, among other laws where it has been submitted beyond a
reasonable doubt that SHAYEH DOV, and others helping him including but not limited to:
Elizabeth Cruickshank, Michele Klymko, George & Alison Kerestes, ( Attorneys ) among others
known and unknown have knowingly and willfully conspired and agreed together to violate
multiple Federal and Florida State laws, including, but not limited to: F.S. §817.535(2)(a) -
Unlawful filing of false documents against real and personal property); F.S. § 865.09 ( ) –
Failure to comply with fictitious name registration and consumer debt collection laws);
§837.01(1-3) - (Perjury in official proceedings); §201.08 Failure to pay documentary tax
stamps) - F.S. § 831.01 -(Forgery) - 18 U.S.C. §1028A - (Aggravated identity theft
Impersonation); F.S. §454.23 - (willfully pretends to be, or willfully takes or uses any name,
title, addition, or description implying that he or she is qualified, or recognized by law as
qualified, to practice law in this state); 18 U.S.C. §1341 - (mail fraud involving a scheme to
defraud, and the mailing of a letter, etc., for the purpose of executing the scheme.);18 U.S.C.
§1343 - ( wire fraud - devising or intending to devise any scheme or artifice to defraud, or for
obtaining money or property by means of false or fraudulent pretenses,representations); F.S.
§117.05 (Notary Fraud) ; 47 U.S.C. § 223 (Harassing Telephone Calls) – F.S. ______ False
Reports to officials.
Defendant engaged in a scheme to defraud, and to obtain money and property by means of
materially false and fraudulent pretenses, representations, promises, and concealment of material
facts, and for the purpose of executing such scheme, caused to be transmitted by means of wire
communication in interstate commerce, certain writings, signs, and signals, in violation of Title
18, United States Code, Section 1343
Request for Judicial Notice
The court is requested to judicially notice the attached exhibits

which are furnished in three separate Appendix. Appendix 1 includes
Exhibits 1-9, They are official records from Federal Judicial
Proceeding and are the proper subjects of this Court’s judicial notice
Appendix 2, is Exhibits 1-7, are copies of records from Florida state
Judicial and Third District Court of Appeals appellate Proceedings.
They are the proper subjects of the court’s judicial notice.
Appendix 3, are official records from Judicial proceedings in Marion
County
and otherwise 1) the principal committed and
To the Court and the
completed the felony alleged; (2) the defendant had knowledge of the
fact; (3) the defendant failed to notify the authorities; and (4) the
defendant took affirmative steps to conceal the crime of the principal.”
Here’s Baumgartner’s misprision (in the court of appeals’ view,
see United States v. Baumgartner (6th Cir. Sept. 24, 2014as
debtorspossession pending further proceedings. The clerk is requested
to enter the enclosed proposed Certificate of Retention of Debtor in
possession (form 2070) in substance furnished with this application.
This application is not inconsistent with 11 USC 105(a), where
creditor has no objection to the issuance of the the Clerk’s
Certificate.
Applicant is informed and believes that the Clerk is authorized by,

but not limited to, 11 USC 1105(a) or other rule not inconsistent with
the authority of 77(2(D) that authorizes the clerk to issue The
Certificate.
VeryTruly,
__________________________
David Ries, Creditor
B2070 (Form 2070) (12/15)

Middle District Of Florida
In re Estate of William C. Mawhinney Case No. 19-04500-3F7
Debtor
Address: 998 SW 144th Court Road

Last four digits of Social-Security or Individual Taxpayer-

Identification (ITIN) No(s).,(if any):
Employer Tax-Identification(EIN) No(s).
(if any): none at this time
Proposed
CERTIFICATE OF RETENTION OF DEBTOR IN POSSESSION
I hereby certify that the above-named debtor continues in possession
of real estate known as 998 SW 144th Court Road Ocala Florida, 34481
as debtor in possession on stipulation by petitioning creditor pending
further proceedings, and appointment of trustee.
________________________
Clerk of the Bankruptcy Court
Date: __________ By: ________________________

Deputy Clerk
____________________________________________________________________________
* Set forth all names, including trade names, used by the debtor(s) within
the last 8 years. For joint debtors, set forth the last four digits of both
social-security numbers or individual taxpayer-identification numbers.

Middle District of Florida
Debtor Stipulation
Address: 998 SW 144th Court Road

_____________________________________/
Debtor proposes and creditor has no objection togranting of said

request for issuance of the Clerk’s“Certificate of Retention of Debtor
in Possession” order, as proposed andenclosed herewith in
substantially the same form of Exhibit A (the "Retention Order'
attached and incorporated by Reference).
Seen and Agreed:
__________________________ ______________________________
David Ries, Creditor Estate of William MawhinneyBy:
Randall A. Ralicki, Executor

Middle District Of Florida
Debtor Affidavit
Address: 998 SW 144th Court Road Ocala Florida, 34481
__________________________________________
State of Florida )
County of Volusia )
I Randall A. Ralicki am executor of the WILLIAM C. MAWHINNEY

ESTATE. In 2005, the lands were purchased and deeded to Affiant and
William C. Mawhinney. See Exhibits: Application for Ad Valorem Tax
Exemption, (form DR501), Receipt for 2015 Homestead Exemption,
incorporated by reference).
This property has been the homestead of William C. Mawhinney and

Affiant since or before 2008. William C. Mawhinney died in
2017.Randall A. Ralicki is executor of the Mawhinney Estate, and owner
with full rights of survivorshipon the real estate situated in the
County of Marion, State of Florida, legally described as:
SEC 24 TWP 15 RGE 19 PLAT BOOK 009 PAGE 023 ESTATES AT COTTON
PLANT LOT 17, appetences and improvements. As noted in Official
records of Marion County, Florida Account number R 2091-000-17, or
otherwise.
___________________________________Randall A.
Ralicki, Executor, Estate William C.
Mawhinney 998 SW 144 Court Road
Ocala, Fl. 34481
352-208 7679
I certify under the penalty of perjury the forging is true of my

personal knowledge and that this Affidavit was made at Marion County,
Florida.
` __________________________________
Randall A. Ralicki, Executor, Estate William C. Mawhinney
his heirs, assigns, executors entitled to survivorship where it is agreed that Executorof the estate is
entitled to retention and possession of premises shall remain with Executor possession and that
CI.AIMS AND NOTICING AGENT
The above-captioned debtors and debtors in possession (collectively, the "Debtors") file this application
(the "section 156(c) Application" for the Clerk’s entry of the order substantially in the form attached
form Certificate of Retention.
an order, substantially in the form of Exhibit A hereto (the "Retention Ordef'), pursuant to section 156(c)
of title 28 of the United States Code, section 105(a) of title LL of the United States Code (the
"Bankruptcy Code") and Rule 2002-1(f) of the I-ocal Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware (the "Local Rules"), appointing Prime Clerk
LLC ("Prime Clerk) as claims and noticing agent ("Claírns and Noticing Agenf,') in the Debtors' chapter l.L
cases effective nunc pro tunc to the Petition Date (as defined below). In support of the Section 156(c)
Application, the Debtors submit the Declaration of Benjamin J. Steele (the "steeleDeclaratíon"), attached
hereto as E>rh!þ!!!, and respectfully represent as follows: .
Turisdiction and Venue
L. The Court has jurisdiction over this matter under 28 U.S.C. $$ 157 and 1334 and theAmended
Standing Order of Reþrence from the United States District Court for the District 1 The Debtors in these
cases, along with the last four digits of each Debtor's federal tax identification number, where
applicable, are: Pernix Therapeutics Holdings, Inc. (4736), PernixTherapeutics,LLC (1.128), Pernix
Manufacturing, LLC (1236), Pernix Sleep, Inc. (1599), Cypress Pharmaceuticals, Inc. (1860), Hawthorn
Pharmaceuticals, Inc. (2769), Macoven Pharmaceuticals, L.L.C. (4549), Gaine, Inc. (3864), Respicopea,
Inc. (1.303), Pernix Ireland Limited (3106PH), Pernix Ireland Pain Designated Activity Company (0190LH),
Pernix Holdco 1, LLC (N/Ð, Pernix Holdco Z,LLC (N/Ð, Pernix Holdco 3,Lrc (N/Ð.TheDebtors'corporate
headquarters and the mailing {1228.001-w00s42s7.} Case 19-10323 Doc 5 Filed 02/19/19 Page 1 of 12 of
Delaware, dated February 29,20L2. This matter is a core proceeding within the meaningof 28 U.S.C. $
157(b), and the Court may enter a final order consistent with Article III of the United States
Constitution.2
2. Venue is proper before this Court pursuant to 28 U.S.C. $$ 1408 and 1409. Background 3. On February
L8, 2019 (the "Petition Date"), the Debtors commenced these cases by each filing with the court a
voluntary petition for relief under chapter Ll. of the Bankruptcy Code. The Debtors continue to operate
their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and
1108 of the Bankruptcy Code. Pursuant to a separate application filed on the Petition Date, the Debtors
requested joint administration of the Debtors' estates, as provided for in Rule 1015(b) of the Federal
Rules of Bankruptcy Procedure (the " B ankruptcy Rule s").
4. The Debtors continue to operate their business and manage their properties as debtors-in-possession
pursuant to Bankruptcy Code section 1107(a) and 1108.
5. As of the date of this Section 156(c) Application, no trustee, examiner or statutory committee has
been appointed in the above-captioned chapter l,L cases.
6. Additional information regarding the circumstances leading to the commencement of the Debtors'
chapter LL cases and information regarding the Debtors' business and capital structure is set forth in
detail in the Declaration of John A. Sedor in Support of the Debtors' address is 10 North Park Place, Suite
201, Morristown, NJ 07960 2 Pursuant to I¡cal Rule of Bankuptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware (the "I-ocal Rules") 90L3-L(Ð, the Debtors hereby
confirm their consent to entry of a final order by this Court in connection with this Motion if it is later
determined that this Court, absent consent of the parties, cannot enter final orders or judgments
consistent with Article III of the United States Constitution. {1228.001-W0054257.) 2 Case 19-10323 Doc
5 Filed 02/19/19 Page 2 of 12 Chapter 11 Petitions and First Day Pleadings (the *FírstDøy Declaration")
filed contemporaneously with this Section 156(c) Application and incorporated herein by reference.
Relief Requested 7. The Debtors request entry of an order appointing Prime Clerk as the Claims and
Noticing Agent for the Debtors and their chapter 11 cases, including assuming full responsibility for the
distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the
Debtors' chapter LL cases. The Debtors' selection of Prime Clerk to act as the Claims and Noticing Agent
has satisfied the Court's Protocol for the Employment of Claims and Notícing Agents under 28 U.S.C. S
156(c) (the "Claínts Agent Protocol"), in that the Debtors have obtained and reviewed engagement
proposals from at least two other court-approved claims and noticing agents to ensure selection
through a competitive process. Moreover, the Debtors submit, based on all engagement proposals
obtained and reviewed, that Prime Clerk's rates are competitive and reasonable given Prime Clerk's
quality of services and expertise. The terms of Prime Clerk's retention are set forth in the Engagement
Agreement attached hereto as sþ!þ!1!Ç (the "Engagement Agreemenf,'); plevided, however, that the
Debtors are seeking approval solely of the terms and provisions as set forth in this Section 156(c)
Application and the proposed Retention Order attached hereto.
8. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that
there will be in excess of 400 entities to be noticed. I-ocal Rule 2002-1(f) provides that "[i]n all cases with
more than 200 creditors or parties in interest listed on the creditor matrix, unless the Court orders
otherwise, the debtor shall file [a] motion [to retain a claims and noticing agentl on the first day of the
case or within seven (7) days thereafter." In view of the number of anticipated claimants and the
complexity of the Debtors'businesses, the
Debtors submit that the appointment of a claims and noticing agent is required by Iocal Rule 2002-L(Ð
and is otherwise in the best interests of both the Debtors'estates and their creditors.
9. By separate application, the Debtors will seek authorization to retain and employ Prime Clerk as
administrative advisor in these chapter LL cases pursuant to section 327(a) of the Bankruptcy Code
because the administration of these chapter LL cases will require Prime Clerk to perform duties outside
the scope of 28 U.S.C. $ 156(c). Prime Clerk's Oualifications
10. Prime Clerk is comprised of leading industry professionals with significant experience in both the
legal and administrative aspects of large, complex chapter LL cases. Prime Clerk's professionals have
experience in noticing, claims administration, solicitation, balloting and facilitating other administrative
aspects of chapter lL cases and experience in matters of this size and complexity. Prime Clerk's
professionals have acted as debtor's counsel or official claims and noticing agent in many large
bankruptcy cases in this District and in other districts nationwide. Prime Clerk's active and former cases
include: Checkout Holding Corp., No. 18- t2794 (KG) (Bankr. D. Del.); Fairway Energy,IP, No. L8-L2684 (I-
SS) (Bankr. D. Del.); Dixie Electríc,IZC, No. I8-L2477 (KG) (Banlí. D. Del.); New MACH Gen GP,.LIC, No. 18-
11369 (MF'W) (Bankr. D. Del.); Gibson Brands,Inc., No. 18-11028 (CSS) (Bankr. D. Del.); Bertucci's
Holdings, Írc., No.18-10894 (MFW) (Bankr. D. Del.); EV Energy Partners,I.P., No. 18-10814 (CSS) (Bankr.
D. Del.); Cløire's Stores,1nc., No. 18-10584 (MFW) (Bankr. D. Del.); The BonTonStores,lnc., No. 18-L0248
(MFW) (Bankr. D. Del.); Orchard Acquisition Company, LLC, No. 17-12914 (KG) (Bankr. D. Del.); Rentech
WP U.S.,.Inc., No. L7-L2958 (CSS) (Bankr. D. Del.); Appvíon,Inc., No. 17-L2082 (KJC) (Bankr. D. Del.);
Global Brokerage, Inc., No.L7- 13532 (MEW) (Bankr.S.D.N.Y.); Global A&T Electronics Ltd., No. L7-23931
(RDD) (Bankr. {l228.001-woos4zs7.} 4 Case 19-10323 Doc 5 Filed 02/19/19 Page 4 of 12 S.D.N.Y.); Pacific
Drílling S/., No. 17-L3L93 (MEW) (Bankr. S.D.N.Y.); Wølter Investment Management CorporatloA No. t7-
L3446 (JLG) (Bankr.S.D.N.Y.); Castex Energy Partners, 2.P., No. 17-35835 (MI) (Bankr. S.D. Tex.); Toys "R"
Us, Inc., No. L7-34665 (KLP) (Bankr. E.D. Va.); TK Holdings Inc., No. L7-L1375 (BLS) (Bankr. D. Del.);
Ulffapetrol (Bahamøs) Limited, No.L7-22L68 (RDD) (Bankr.S.D.N.Y.); General Wireless Operations Inc.
dba RadioShacfr, No. 17-10506 (BI.S) (Bankr.D. Del.); LiIy Robotics, Inc., No. L7-10426 (KIC) (Bankr. D.
Del.); BonønzaCreekEnergy, Ícc., No. 17-10015 (KJC) (Bankr. D. Del.).
11. By appointing Prime Clerk as the Claims and Noticing Agent in these chapter LL cases, the
distribution of notices and the processing of claims will be expedited, and the Office of the Clerk of the
Bankruptcy Court (the "Clerk") will be relieved of the administrative burden of processing what may be
an overwhelming number of claims. Services to be Provided
12. This Section 156(c) Application pertains only to the work to be performed by Prime Clerk under the
Clerk's delegation of duties permitted by 28 U.S.C. $ 156(c) and I¡cal Rule 2002-1(Ð. A"V work to be
performed by Prime Clerk outside of this scope is not covered by this Section 156(c) Application or by
any order granting approval hereof. Specifically, Prime Clerk will perform the following tasks in its role as
Claims and Noticing Agent, as well as all quality control relating thereto: (a) Prepare and serve required
notices and documents in these chapter LL cases in accordance with the Bankruptcy Code and the
Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including
(i) notice of the commencement of these chapter 1.1 cases and the initial meeting of creditors under
Bankruptcy Code $ 341(a),
(ii) notice of any claims bar date,
(iii) notices of transfers of claims,
(iv) notices of objections to claims and objections to transfers of claims,
(v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of
reorganization, including under Bankruptcy Rule 3017(d),
vi) notice of the effective date of any plan and
(vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may
deem necessary or appropriate for an orderly administration of these chapter Ll- cases;
(b) Maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial
affairs (collectively, the "Schedules"), listing the Debtors' known creditors and the amounts owed
thereto;
(c) Maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and
(ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), O and (k) and those
parties that have filed a notice of appearance pursuant to Bankruptcy Rule 90L0; update and make said
lists available upon request by a party-in-interest or the Clerk; (d) Furnish a notice to all potential
creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice
and form are approved by the Court, and notify said potential creditors of the existence, amount and
classification of their respective claims as set forth in the Schedules, which may be effected by inclusion
of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the
subject party) on a customized proof of claim form provided to potential creditors;
(e) Maintain a post office box or address for the purpose of receiving claims and returned mail, and
process all mail received;
(f) For all notices, motions, orders or other pleadings or documents served, prepare and file or cause to
be filed with the Clerk an affidavit or certificate of service within seven
(7) business days of service which includes
(i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served,
(ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses,
(iii) the manner of service and (iv) the date served; (g) Process all proofs of claim received, including
those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim
in a secure area;
(h) Maintain the official claims register for each Debtor (collectively, the"Claims Registers") on behalf of
the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers;
and specify in the Claims Registers the following information for each claim docketed:
(i) the claim number assigned,
(ii) the date received,
(iii) the name and address of the claimant and agent, if applicable, who filed the {1228.001-W0054257.}
6 Case 19-10323 Doc 5 Filed 02/19/19 Page 6 of 12
claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured,
priority, etc.), (vi) the applicable Debtor and (vii) any disposition of the claim;
(i) Provide public access to the Claims Registers, including complete proofs of claim with attachments, if
any, without charge; (') Implement necessary security measures to ensure the completeness and
integrity of the Claims Registers and the safekeeping of the original claims;
(k) Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy
Rule 3001(e); (r) Relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to
the offices of Prime Clerk, not less than weekly; (-) Upon completion of the docketing process for all
claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's
review (upon the Clerk's request); (r) Monitor the Court's docket for all notices of appearance, address
changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes
to the claims register and any service or mailing lists, including to identify and eliminate duplicative
names and addresses from such lists;
(o) Identify and correct any incomplete or incorrect addresses in any mailing or service lists;
(p) Assist in the dissemination of information to the public and respond to requests for administrative
information regarding these chapter LL cases as directed by the Debtors or the Court, including through
the use of a case website and/or call center;
(q) Monitor the Court's docket in these chapter l,L cases and, when filings are made in error or
containing errors, alert the filing party of such error and work with them to correct any such error; G) If
these chapter LL cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the
Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the cases; (s)
Thirty (30) days prior to the close of these chapter LL cases, to the extent practicable, request that the
Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and
terminating its (t) services in such capacity upon completion of its duties and responsibilities and upon
the closing ofthese chapter 11 cases; Within seven (7) days of notice to Prime Clerk of entry of an order
closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the
date immediately before the close of the chapter LL cases; and (u) At the close of these chapter LL cases,
(i) box and transport all original documents, in proper format, as provided by the Clerk's office, to (A) the
Philadelphia Federal Records Center, l47OO Townsend Road, Philadelphia, PA I9L54-L096 or (B) any
other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the
accession and location numbers of the archived claims. L3. The Claims Registers shall be open to the
public for examination without charge during regular business hours and on a case-specific website
maintained by Prime Clerk. Professional Compensation L4. The Debtors respectfully request that the
undisputed fees and expenses incurred by Prime Clerk in the performance of the above services be
treated as administrative expenses of the Debtors' chapter 11 estates pursuant to 28 U.S.C. $ 156(c) and
section 503(bX1XÐ of the Bankruptcy Code and be paid in the ordinary course of business without
further application to or order of the Court. Prime Clerk agrees to maintain records of all services
showing dates, categories of services, fees charged and expenses incurred, and to serye monthly
invoices on the Debtors, the office of the United States Trustee, counsel for the Debtors, counsel for any
official committee monitoring the expenses of the Debtors and any party-in-interest who specifically
requests service of the monthly invoices. If any dispute arises relating to the Engagement Agreement or
monthly invoices, the parties shall meet and confer in an attempt to resolve the dispute; if resolution is
not achieved, the parties may seek resolution of the matter from the Court. {1228.001-W00s42s7.} I
Case 19-10323 Doc 5 Filed 02/19/19 Page 8 of 12 15. Prior to the Petition Date, the Debtors provided
Prime Clerk an advance in the amount of $40,000. Prime Clerk seeks to first apply the advance to all
prepetition invoices, and thereafter, to have the advance replenished to the original advance amount,
and thereafter, to hold the advance under the Engagement Agreement during these chapter LL cases as
security for the payment of fees and expenses incurred under the Engagement Agreement. L6.
Additionally, under the terms of the Engagement Agreement, the Debtors have agreed to indemnify,
defend and hold harmless Prime Clerk and its members, officers, employees, representatives and agents
under certain circumstances specified in the Engagement Agreement, except in circumstances resulting
solely from Prime Clerk's gross negligence or willful misconduct or as otherwise provided in the
Engagement Agreement or Retention Order. The Debtors believe that such an indemnification obligation
is customary, reasonable and necessary to retain the services of a Claims and Noticing Agent in these
chapter 11 cases. Disinterestedness 17. Although the Debtors do not propose to employ Prime Clerk
under section 327 of the Bankruptcy Code pursuant to this Section 156(c) Application (such retention
will be sought by separate application), Prime Clerk has nonetheless reviewed its electronic database to
determine whether it has any relationships with the creditors and parties in interest provided by the
Debtors, and, to the best of the Debtors' knowledge, information, and belief, and except as disclosed in
the Steele Declaration, Prime Clerk has represented that it neither holds nor represents any interest
materially adverse to the Debtors' estates in connection with any matter on which it would be
employed. 18. Moreover, in connection with its retention as Claims and Noticing Agent, Prime Clerk
represents in the Steele Declaration, among other things, that: {1228.001-woos4zs7.} 9 Case 19-10323
Doc 5 Filed 02/19/19 Page 9 of 12 (a) Prime Clerk is not a creditor of the Debtors; (b) Prime Clerk will not
consider itself employed by the United States government and shall not seek any compensation from
the United States goveülment in its capacity as the Claims and Noticing Agent in these chapter LL cases;
(c) By accepting employment in these chapter LL cases, Prime Clerk waives any rights to receive
compensation from the United States government in connection with these chapter 11 cases;
(d) In its capacity as the Claims and Noticing Agent in these chapter LL cases, Prime Clerk will not be an
agent of the United States and will not act on behalf of the United States;
(e) Prime Clerk will not employ any past or present employees of the Debtors in connection with its
work as the Claims and Noticing Agent in these chapter 11 cases;
(Ð Prime Clerk is a "disinterested peßon" as that term is defined in section 101(14) of the Bankruptcy
Code with respect to the matters upon which it is to be engaged;
(g) In its capacity as Claims and Noticing Agent in these chapter 11 cases, Prime Clerk will not
intentionally misrepresent any fact to any person;
(h) Prime Clerk shall be under the supervision and control of the Clerk's office with respect to the receipt
and recordation of claims and claim transfers; (Ð Prime Clerk will comply with all requests of the Clerk's
office and the guidelines promulgated by the Judicial Conference of the United States for the
implementation of 28 U.S.C. $ 156(c); and c) None of the services provided by Prime Clerk as Claims and
Noticing Agent in these chapter lL cases shall be at the expense of the Clerk's office. Prime Clerk will
supplement its disclosure to the Court if any facts or circumstances are discovered that would require
such additional disclosure. Cornpliance with Claims and NoticinsAsent Protocol
19. This Section 156(c) Application complies with the Claims Agent Protocol and substantially conforms
to the standard Section 156(c) Application in use in this Court. To the extent that there is any
inconsistency between this Section 156(c) Application, the Retention Order and the Engagement
Agreement, the Retention Order shall govern. Notice and No Prior Request
20. Notice of this Section 156(c) Application has been given to the following parties or, in lieu thereof, to
their counsel, if known:
(a) the Office of the United States Trustee for the District of Delaware;
(b) each of the Debtors' thirty (30) largest unsecured creditors on a consolidated basis;
(c) the Prepetition Treximet Notes Trustee; (d) Highbridge; and (e) all parties who have requested notice
in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. A copy of the Section 156(c) Application is
also available on the Debtors' case website at https://cases.primeclerk.com/pernix. In light of the nature
of the relief requested in this Motion, the Debtors respectfully submit that no further notice is
necessary.
21. No prior motion or application for the relief requested herein has been made in this or any other
court.
WHEREFORE, the Debtors respectfully request entry of an order, substantially in the form attached
hereto as Exhibit A, authorizing Prime Clerk to act as Claims and Noticing Agent for the Debtors and
granting such other relief as may be appropriate.
Dared: gltl q J
A. SedorHoldings,Inc Person/Chief Executive of Pernix Therapeutics Case 19-10323 Doc 5 Filed

02/19/19 Page 12 of 12 E,XHIBIT A Case 19-10323 Doc 5-1 Filed 02/19/19 Page 1 of 7 IN THE
UNITED STATES BANKRUPTCY COURT F'OR THE DISTRICT OF DEI"AWARE In re: PERNIX SLEEP,
INC., et al.r Debtors Chapter LL Case No. 19-10323 ( )
B.
C. Joint Administration Requested ORDER AUTHORIZING RETENTION AND APPOINTMENT OF
PRIME CLERI( LLC AS CI.AIMS AND NOTICING AGENT Upon the application (the "Applícation") of
the above-captioned debtors and debtors in possession (collectively, the "Debtorsu) for
retention and appointment of Prime Clerk LLC ("Prime Clerl|') as claims and noticing agent
("Claíms and Notícing Agent') pursuant to 28 U.S.C. $ 156(c), section 105(a) of the Bankruptcy
Code2 and I-ocal Rule 2002-L(f) to, among other things, (i) distribute required notices to parties
in interest, (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the
Debtors' chapter LL cases and (iii) provide such other administrative services - as required by the
Debtors - that would fall within the purview of services to be provided by the Clerk's office; and
upon the Steele Declaration submitted in support of the Application; and the Debtors having
estimated that there are in excess of 400 creditors in these chapter LL cases, many of which are
expected to file proofs of claim; and it appearing that the receiving, docketing and maintaining
of proofs of claim would be unduly time consuming and burdensome for the Clerk; and the
Court being authorized under 28 U.S.C. $ 156(c) to utilize, at the Debtors' expense, outside
agents and facilities to provide notices to parties in title LL cases and to receive, docket,
maintain, photocopy and transmit proofs of t The Debtors in these cases, along with the last
four digits of each Debtor's federal tax identification number, where applicable, are: Pernix
Therapeutics Holdings, Inc. (4736), Pernix Therapeutics, LLC (1128), Pernix Manufacturing, LLC
(1236), Pernix Sleep, Inc. (1599), Cypress Pharmaceuticals, Inc. (1.860), Hawthorn
Pharmaceuticals, Inc. (2769), Macoven Pharmaceuticals, L.L.C. (4549), Gaine, Inc. (3864),
Respicopea, Inc. (1303), Pernix Ireland Limited (3106PH), Pernix Ireland Pain Designated Activity
Company (0190LH), Pernix Holdco 1., LLC (N/Ð, Pernix Holdco Z,LLC (N/Ð, Pernix Holdco 3, LLC
(N/Ð.TheDebtors'corporate headquarters and the mailing address is 10 North Park Place, Suite
20L, Morristown, NJ 07960.
D. 2 Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to
them in the Application. { 1228.001-\ry0054259.} Case 19-10323 Doc 5-1 Filed 02/19/19 Page 2 of 7
claim; and the Court being satisfied that Prime Clerk has the capability and experience to provide such
services and that Prime Clerk does not hold an interest adverse to the Debtors or the estates respecting
the matters upon which it is to be engaged; and good and sufficient notice of the Application having
been given and no other or further notice being required; and it appearing that the employment of
Prime Clerk is in the best interests of the Debtors, their estates and creditors; and sufficient cause
appearing therefor; it is hereby ORDERED THAT:
1. Notwithstanding the terms of the Engagement Agreement attached to the Application, the
Application is approved solely as set forth in this Order.
2. The Debtors are authorized to retain Prime Clerk as Claims and Noticing Agent effective nunc pro tunc
to the Petition Date under the terms of the Engagement Agreement, and Prime Clerk is authorized and
directed to perform noticing services and to receive, maintain, record and otherwise administer the
proofs of claim filed in these chapter 11 cases, and all related tasks, all as described in the Application.
3. Prime Clerk shall serve as the custodian of court records and shall be designated as the authorized
repository for all proofs of claim filed in these chapter 11 cases and is authorized and directed to
maintain official claims registers for each of the Debtors, to provide public access to every proof of claim
unless otherwise ordered by the Court and to provide the Clerk with a certified duplicate thereof upon
the request of the Clerk.
4. Prime Clerk is authorized and directed to provide an electronic interface for filing proofs of claim and
to obtain a post office box or address for the receipt of proofs of claim.
5. Prime Clerk is authorized to take such other action to comply with all duties set forth in the
Application. The Debtors are authorized to compensate Prime Clerk in accordance with the terms of the
Engagement Agreement upon the receipt of reasonably detailed invoices setting forth the services
provided by Prime Clerk and the rates charged for each, and to reimburse Prime Clerk for all reasonable
and necessary expenses it may incur, upon the presentation of appropriate documentation, without the
need for Prime Clerk to file fee applications or otherwise seek Court approval for the compensation of
its services and reimbursement of its expenses.
7. Prime Clerk shall maintain records of all services showing dates, categories of services, fees charged
and expenses incurred, and shall serve monthly invoices on the Debtors, the office of the United States
Trustee, counsel for the Debtors, counsel for any official committee monitoring the expenses of the
Debtors and any party-in-interest who specifically requests service of the monthly invoices.
8. The parties shall meet and confer in an attempt to resolve any dispute which may arise relating to the
Engagement Agreement or monthly invoices; provided that the parties may seek resolution of the
matter from the Court if resolution is not achieved.
9. Pursuant to section 503(bX1XA) of the Bankruptcy Code, the fees and expenses of Prime Clerk under
this Order shall be an administrative expense of the Debtors' estates.
10. Prime Clerk may apply its advance to all prepetition invoices, which advance shall be replenished to
the original advance amount, and thereafter, Prime Clerk may hold its advance under the Engagement
Agreement during the chapter 1 1 cases as security for the payment of fees and expenses incurred
under the Engagement Agreement.
11. The Debtors shall indemnifr Prime Clerk under the terms of the Engagement Agreement, as modified
pursuant to this Order.
12. Prime Clerk shall not be entitled to indemnification, contribution or reimbursement pursuant to the
Engagement Agreement for services other than the services provided under the Engagement
Agreement, unless such services and the indemnification, contribution or reimbursement therefor are
approved by the Court'
13. Notwithstanding anything to the contrary in the Engagement Agreement, the Debtors shall have no
obligation to indemnif, Prime Clerk, or provide contribution or reimbursement to Prime Clerk, for any
claim or expense that is either:
(i) judicially determined (the determination having become final) to have arisen from Prime Clerk's gross
negligence, willful misconduct or fraud;
ii) for a contractual dispute in which the Debtors allege the breach of Prime Clerk's contractual
obligations if the Court determines that indemnification, contribution or reimbursement would not be
permissible pursuant to In re United Artists Theatre Co.,315 F.3d 217 (3d Cir. 2003); or
(iii) settled prior to a judicial determination under (i) or (ii), but determined by this Court, after notice
and a hearing, to be a claim or expense for which Prime Clerk should not receive indemnity, contribution
or reimbursement under the terms of the Engagement Agreement as modified by this Order.
14. If, before the earlier of (i) the entry of an order confirming a chapter l1 plan in these chapter 11
cases (that order having become a final order no longer subject to appeal), or (ii) the entry of an order
closing these chapter I I cases, Prime Clerk believes that it is entitled to the payment of any amounts by
the Debtors on account of the Debtors' indemnification, contribution and/or reimbursement obligations
under the Engagement Agreement (as modified by this Order), including the advancement of defense
costs, Prime Clerk must file an application therefor in this Court, and the Debtors may not pay any such
amounts to Prime Clerk before the entry of an order by this Court approving the payment. This
paragraph is intended only to specifidthe period of time under which the Court shall have jurisdiction
over any request for fees and expenses by Prime Clerk for indemnification, contribution or
reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemniÛ' Prime
Clerk. All parties in interest shall retain the right to object to any demand by Prime Clerk for
indemnification, contribution or reimbursement.
15. The limitation of liability section in paragraph 10 of the Engagement Agreement is deemed to be of
no force or effect with respect to the services to be provided pursuant to this Order.
16. In the event Prime Clerk is unable to provide the services set out in this order, Prime Clerk will
immediately notiff the Clerk and the Debtors' attorney and, upon approval of the Court, cause to have
all original proofs of claim and computer information turned over to another claims and noticing agent
with the advice and consent of the Clerk and the Debtors' attorney.
17. The Debtors may submit a separate retention application, pursuant to 11 U.S.C. ç 327 and/or any
applicable law, for work that is to be performed by Prime Clerk but is not specifically authorized by this
Order.
18. The Debtors and Prime Clerk are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
19. Notwithstanding any term in the Engagement Agreement to the contrary, the Court retains
jurisdiction with respect to all matters arising from or related to the implementation of this Order.
20. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall be
immediately effective and enforceable upon its entry.
21. Prime Clerk shall not coase providing claims processing services during the chapter 11 case(s) for any
reason, ineluding nonpayment, without an order of the Court.
22. In the event of any inconsistency between the Engagement Agreement, the Application and the
Order, the Order shall govern.
Dated: 2019 Wilmington, Delaware United States Bankruptcy Judge EXHIBIT B Case 19-10323 Doc 5-2
Filed 02/19/19 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF
DEI,AWARE In re: PERNX SLEEP,INC., et al.L Debtors. Chapter 1"1, Case No. t9-L0323 ( ) Joint
Administration Requested DECI,ARATION OF BENJAMIN J. STEELE IN SUPPORT OF DEBTORS'
APPLICATION FOR APPOINTMENT OF PRIME CLERI( LLC AS CI"AIMS AND NOTICING AGENT I, Benjamin J.
Steele, under penalty of perjury, declare as follows: L. I am a Vice President of Prime Clerk LLC (*Príme
Clerk"), a chapter LL administrative services firm whose headquarters are located at 830 3'd Avenue, 9th
Floor, New York, New York LOO22. Except as otherwise noted, I have personal knowledge of the matters
set forth herein, and if called and sworn as a witness, I could and would testify competently thereto. 2.
This Declaration is made in support of the above-captioned debtors' (collectively, the
"Debtors")Application for Appointment of Prime Clerk LLC as Cløims and Noticing Agent, which was filed
contemporaneously herewith (the " Applícøtion").2 3. Prime Clerk is comprised of leading industry
professionals with significant experience in both the legal and administrative aspects of large, complex
chapter l.L cases. Prime Clerk's professionals have experience in noticing, claims administration,
solicitation, balloting t The Debtors in these cases, along with the last four digits of each Debtor's federal
tax identification number, where applicable, are: Pernix Therapeutics Holdings,lnc. (4736),
PernixTherapeutics,LLC(1128), Pernix Manufacturing, LLC (1,236), Pernix Sleep, Inc. (1599), Cypress
Pharmaceuticals, Inc. (1860), Hawthorn Pharmaceuticals, Inc. (2769), Macoven Pharmaceuticals, L.L.C.
(4549), Gaine, Inc. (3864), Respicopea, Inc. (1303), Pernixlreland Limited (3106PH), Pernix Ireland Pain
Designated Activity Company (0190LH), Pernix Holdco 'J., LLC (N/Ð, Pernix Holdco Z,LLC (NiÐ, Pernix
Holdco 3, LLC (N/Ð.TheDebtors'corporate headquarters and the mailing address is L0 North Park Place,
Suite 20L, Morristown, NJ 07960. zCapitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Application. {1228.001-w00s426O.) Case 19-10323 Doc 5-2 Filed 02/19/19
Page 2 of 12 and facilitating other administrative aspects of chapter l"L cases and experience in matters
of this size and complexity. Prime Clerk's professionals have acted as debtor's counsel or official claims
and noticing agent in many large bankruptcy cases in this District and in other districts nationwide.
Prime Clerk's active and former cases include: Checkout Holding Corp., No. L8- 12794 (KG) (Bankf. D.
Del.); Fairway Energy,lP, No. t8-12684 (I,SS) (Bankr. D. Del.); Dixie Electric,ItrC, No. L8-L2477 (KG) (Bankr.
D. Del.); New MACH Gen GP,IIC, No. 18-11369 (MFW) (Bankr. D. Del.); Gibson Brands,1nc., No. 18-LL028
(CSS) (Bankr. D. Del.); Bertucci'sHoldings,lnc., No.18-10894 (MFW) (Bankr. D. Del.); EV Energy
Partners,I.P., No. 18-10814 (CSS) (Bankr. D. Del.); Claire's Stores,lrc., No. 18-10584 (MFW) (Bankr. D.
Del.); The BonTon Stores,.Inc., No. L8-L0248 (MFW) (Bankr. D. Del.); OrchardAcquisítion Company, LLC,
No. 1,7-12914 (KG) (Bankr. D. Del.); RentechWP U.5.,Inc., No. L7-L2958 (CSS) (Bankr. D. Del.);
Appvion,Inc., No. L7-12082 (KJC) (Bankr. D. Del.); Global Brokerage, Inc., No.L7- L3532 (MEW) (Bankr.
S.D.N.Y.); Gtobal A&T Electonicslrd., No. 17-2393L (RDD) (Bankr. S.D.N.Y.); Pacifíc Drilling S.4., No. 17-
L3I93 (MEW) (Bankr. S.D.N.Y.); Walter Investment Management Corporallory No. L7-13446 (JLG) (Bankr.
S.D.N.Y.); Castex Energy Partners, .L.P., No. 17-35835 (MI) (Bankr. S.D. Tex.); Toys "R" (Js, Inc., No. 1,7-
34665 (KLP) (Bankr. E.D. Va.); TK Hotdings.Inc., No. 17-11375 (BLS) (Bankr.D. Del.); Ultrapetrol
(Bahamas) Límited, No.L7-22L68 (RDD) (Bankr.S.D.N.Y.); General Wireless Operations Inc. dba
RadioShacþ No. L7-L0506 (BI,S) (Bankr. D. Del.); Lily Robotics, Inc., No. L7-L0426 (KJC) (Bankr. D. Del.);
Bona.nzaCreekEnergy,.Inc., No. 17-L0OL5 (KJC) (Bankr. D. Del.). 4. As agent and custodian of Court
records pursuant to 28 U.S.C. $ 156(c), Prime Clerk will perform, at the request of the Office of the Clerk
of the Bankruptcy Court (the "Clerlt'), the services specified in the Application and the Engagement
Agreement, and, at {1228.001-W00s4260.) 2 Case 19-10323 Doc 5-2 Filed 02/19/19 Page 3 of 12 the
Debtors' request, any related administrative, technical and support services as specified in the
Application and the Engagement Agreement. In performing such services, Prime Clerk will charge the
Debtors the rates set forth in the Engagement Agreement, which is attached as H!þ!f Ç to the
Application. 5. Prime Clerk represents, among other things, the following: (a) Prime Clerk is not a
creditor of the Debtors; (b) Prime Clerk will not consider itself employed by the United States
govemment and shall not seek any compensation from the United States government in its capacity as
the Claims and Noticing Agent in these chapter L1, cases; By accepting employment in these chapter L1
cases, Prime Clerk waives any rights to receive compensation from the United States government in
connection with these chapter LL cases; (c) (d) In its capacity as the Claims and Noticing Agent in these
chapter LL cases, Prime Clerk will not be an agent of the United States and will not act on behalf of the
United States; (e) Prime Clerk will not employ any past or present employees of the Debtors in
connection with its work as the Claims and Noticing Agent in these chapter 1L cases; (Ð Prime Clerk is a
"disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged; (g) In its capacity as Claims and Noticing Agent in these
chapter LL cases, Prime Clerk will not intentionally misrepresent any fact to any person; (h) Prime Clerk
shall be under the supervision and control of the Clerk's office with respect to the receipt and
recordation of claims and claim transfers; (Ð Prime Clerk will comply with all requests of the Clerk's
office and the guidelines promulgated by the Judicial Conference of the United States for the
implementation of 28 U.S.C. $ 156(c); and None of the services provided by Prime Clerk as Claims and
Noticing Agent in these chapter LL cases shall be at the expense of the Clerk's office. c) J { 1228.001 -}v00
5 4260.1 Case 19-10323 Doc 5-2 Filed 02/19/19 Page 4 of 12 6. Although the Debtors do not propose to
retain Prime Clerk under section 327 of the Bankruptcy Code pursuant to the Application (such retention
will be sought by separate application), I caused to be submitted for review by our conflicts system the
names of all known potential parties-in-interest (the"PotentíølPafües in Interesf') in these chapter 11,
cases. The list of Potential Parties in Interest was provided by the Debtors and included, among other
parties, [the Debtors, non-Debtor affiliates, current and former directors and officers of the Debtors,
significant stockholders, secured creditors, lenders, the Debtors' 30largest unsecured creditors on a
consolidated basis, the United States Trustee and any person employed in the office of the United States
Trustee, and other parties]. The results of the conflict check were compiled and reviewed by Prime Clerk
professionals under my supervision. At this time, and as set forth in further detail herein, Prime Clerk is
not a,ù/are of any connection that would present a disqualifying conflict of interest. Should Prime Clerk
discover any nerw relevant facts or connections bearing on the matters described herein during the
period of its retention, Prime Clerk will use reasonable efforts to file promptly a supplemental
declaration. 7. To the best of my knowledge, and based solely upon information provided to me by the
Debtors, and except as provided herein, neither Prime Clerk, nor any of its professionals, has any
materially adverse connection to the Debtors, their creditors or other relevant parties. Prime Clerk may
have relationships with certain of the Debtors' creditors as vendors or in connection with cases in which
Prime Clerk serves or has served in a neutral capacity as claims and noticing agent and/or administrative
advisor for another chapter Ll" debtor. 8. On December'7,2017, Prime Clerk received an investment
from an investment vehicle formed by Carlyle Strategic Partners IV, L.P. ("CSP IV'), an investment fund
managed by Carlyle Global Credit Investment Management L.L.C., each affiliates of The Carlyle Group
{1228.001-W0054260.} 4 Case 19-10323 Doc 5-2 Filed 02/19/19 Page 5 of 12 (together with its
subsidiaries,"Cørlyle"). As a result of the transaction, Prime Clerk and CSP IV are affiliates under
applicable law. The following disclosure is made out of an abundance of caution in an effort to comply
with the Bankruptcy Code and Bankruptcy Rules. However, CSP IV is not on the Potential Parties in
Interest list in these cases as of the date hereof. g. Carlyle is a global alternative asset manager with over
t,625 professionals operating in 31. offices over six continents that manages over $200 billion in over
330 investment vehicles spanning Corporate Private Equity, Real Assets, Global Credit, and Investment
Solutions. Carlyle's Corporate Private Equity funds, Real Assets funds, Global Credit funds, and
Investment Solutions funds (collectively, the "Funds") are managed independently from each other. CSP
IV, Carlyle Strategic Partners II, L.P. and Carlyle Strategic Partners III, L.P. (collectively, "CSP") are Global
Credit funds that each are owned by a diverse group of limited partners, which exert no control over
CSP's investment decisions, and a general partner affiliated with Carlyle. All CSP investment
professionals involved with Prime Clerk are dedicated solely to CSP and are not involved in the
Corporate Private Equity, Real Assets, or Investment Solutions businesses, although, from time to time,
one or more CSP investment professionals may sit on the investment committee of another Global
Credit fund. L0. Designees of CSP IV are members of the Board of Managers of Prime Clerk's ultimate
parent company ("Parent Board Designees"), Prime Clerk Holdings LI-C ('HoldCo"). HoldCo wholly owns
Prime Clerk MidCo Holding LLC ('MidCo'), which wholly owns Prime Clerk. No Carlyle designees are
Board members of MidCo or Prime Clerk. Further, Prime Clerk and CSP IV have the following restrictions
in place (collectively, the "Barríel'): (i) prior to the Debtors commencing these cases, Prime Clerk did not
share the names or any other information identifying the Debtors with the Parent Board Designees; (ii)
Prime Clerk has not and will not 5 {1228.001-w00s426O.} Case 19-10323 Doc 5-2 Filed 02/19/19 Page 6
of 12 furnish any material nonpublic information about the Debtors to CSP, the Parent Board Designees
or any Carlyle entity; (ii) no CSP personnel nor any other Carlyle personnel work on Prime Clerk client
matters or have access to Prime Clerk client information, client files or client personnel; (iii) no CSP
personnel nor any other Carlyle personnel work in Prime Clerk's offices; (iv) other than the Parent Board
Designees, Prime Clerk operates independently from Carlyle, including that it does not share any
employees, officers or other management with Carlyle, has separate offices in separate buildings, and
has separate IT systems; and (v) no Prime Clerk executive or employee is a director, officer or employee
of Carlyle (or vice versa other than the Parent Board Designees). 11. Prime Clerk has searched the names
of the Debtors and the names of the potential parties in interest provided by the Debtors against: (i) the
names of the CSP funds and their respective investments; (ii) the names of Carlyle's other Global Credit
funds; and (iii) the names of the Corporate Private Equity funds. Prime Clerk also has searched the
names of the Debtors against the publicly-known investments of the Corporate Private Equity funds as
set forth in the list most recently provided to Prime Clerk by Carlyle's internal compliance department
(*Cørlyle Compliance"). CSP operates autonomously from and makes independent investment decisions
from the other Global Credit funds, the Corporate Private Equity funds, the Real Assets funds, and the
Investment Solutions funds. Further, Carlyle maintains an internal information barrier between its
Global Credit funds and the rest of the Carlyle funds. Accordingly, the conflicts search does not include
the names of the Real Assets funds, the Investment Solutions funds or any of their or the other Global
Credit funds' investments, nor does it include any portfolio companies of any of the Funds (other than
those of CSP and the Corporate Private Equity funds as described above). Based solely on the foregoing
search, Prime Clerk has determined, to the 6 {1228.001-W0054260.} Case 19-10323 Doc 5-2 Filed
02/19/19 Page 7 of 12 best of its knowledge, that there are no material connections [other than as set
forth herein]. To the extent prime Clerk learns of any material connections between the funds or
investments included in the above described conflicts search and the Debtors, Prime Clerk will promptly
file a supplemental disclosure. LZ. After the Petition Date, Prime Clerk will promptly request Carlyle
Compliance to search the names of the Debtors against CSP's respective investments. To the extent
Prime Clerk learns of any material connections involving the Debtors and such investments after Carlyle
Compliance has searched such names, Prime Clerk will promptly file a supplemental disclosure 13. Other
than as specifically noted herein as to CSP, one or more of the other Funds may, in the ordinary course
and from time to time, hold, control and/or manage loans to, or investments in, the Debtors and/or
potential parties in interest and/or may trade debt and/or equity securities in the Debtors and/or
potential parties in interest. In addition, other than as specifically noted herein as to CSP, the Funds also
may have had, currently have, or may in the future have business relationships or other connections
with the Debtors or other potential parties in interest. Other than as specifically noted herein as to CSP,
Prime Clerk has not undertaken to determine the existence, nature and/or full scope of any business
relationships or other connections that any Carlyle entity may have with the Debtors and their affiliates
or the potential parties in interest in these chapter LL cases. L4. In addition, Prime Clerk may have had,
may currently have or may in the future have business relationships unrelated to the Debtors with one
or more Carlyle entities including, among others, portfolio companies of Carlyle. 7 {1228.001-
W0054260.} Case 19-10323 Doc 5-2 Filed 02/19/19 Page 8 of 12 15. Based on, among other things, the
business separation between Prime Clerk and Carlyle, the Barrier, and in light of the administrative
nature of the services proposed to be performed by Prime Clerk for the Debtors, Prime Clerk believes
that it does not hold or represent an interest adverse to the Debtors. L6. Certain of Prime Clerk's
professionals were partners of or formerly employed by firms that are providing or may provide
professional services to parties in interest in these cases. Such firms include Kirkland & Ellis LLP; Weil,
Gotshal&Manges LLP; O'Melveny & Myers LLP; Mayer Brown LLP; Fried, Frank, Harris, Shriver &Jacobson
LLP; Bracewell LLP; Proskauer Rose LLP; Curtis, Mallet-Prevost, Colt &Mosle LLP; Baker & Hostetler LLP;
Togut, Segal & Segal LLP; Hughes Hubbard & Reed LLP; Gibson, Dunn & Crutcher LLP; Centerview
Partners LLC; KPMG LLP; Epiq Bankruptcy Solutions, LLC; Donlin, Recano& Company, Inc. and Kurtzman
Carson Consultants LLC. Except as may be disclosed herein, these professionals did not work on any
matters involving the Debtors while employed by their previous firms. Moreover, these professionals
were not employed by their previous firms when these chapter 1-1, cases were filed. 17. Prime Clerk has
and will continue to represent clients in matters unrelated to these chapter Ll- cases. In addition, Prime
Clerk and its personnel have and will continue to have relationships personally or in the ordinary course
of business with certain vendors, professionals, financial institutions, and other parties in interest that
may be involved in the Debtors' chapter LL cases. Prime Clerk may also provide professional services to
entities or persons that may be creditors or parties in interest in these chapter LL cases, which services
do not directly relate to, or have any direct connection with, these chapter LL cases or the Debtors. 8
{1228.001-W0054260.} Case 19-10323 Doc 5-2 Filed 02/19/19 Page 9 of 12 18. A Managing Director at
Prime Clerk's spouse is an investment professional at Highbridge Capital Management, LLC
("Highbridge"). Certain funds managed by Highbridge are among the Debtors' material prepetition
lenders and noteholders and are also the Debtors' proposed DIP lender and stalking horse bidder. This
Managing Director has been screened from and will perform no work on this matter. Lg. Prime Clerk and
its personnel in their individual capacities regularly utilize the services of law firms, investment banking
and advisory firms, accounting firms and financial advisors. Such firms engaged by Prime Clerk or its
personnel may appear in chapter LL cases representing the Debtors or parties in interest. All
engagements where such firms represent Prime Clerk or its personnel in their individual capacities are
unrelated to these chapter LL cases. 20. From time to time, Prime Clerk partners or employees
personally invest in mutual funds, retirement funds, private equity funds, venture capital funds, hedge
funds and other types of investment funds (the "Investment Funds"), through which such individuals
indirectly acquire a debt or equity security of many companies, one of which may be one of the Debtors
or their affiliates, often without Prime Clerk's or its personnel's knowledge. Each Prime Clerk partner or
employee generally owns substantially less than one percent of such Investment Fund, does not manage
or otherwise control such Investment Fund and has no influence over the Investment Fund's decision to
buy, sell or vote any particular security. Each Investment Fund is generally operated as a blind pool,
meaning that when the Prime Clerk partners or employees make an investment in the particular
Investment Fund, he, she or they do not know what securities the blind pool Investment Fund will
purchase or sell, and have no control over such purchases or sales. 9 {1228.001-W0054260.1 Case 19-
10323 Doc 5-2 Filed 02/19/19 Page 10 of 12 2L. From time to time, Prime Clerk partners or employees
may personally directly acquire a debt or equity security of a company which may be one of the Debtors
or their affiliates. Prime Clerk has a policy prohibiting its partners and employees from using confidential
information that may come to their attention in the course of their work. In this regard, subject to
paragraph 20, all Prime Clerk partners and employees are barred from trading in securities with respect
to matters in which Prime Clerk is retained. Subject to paragraph 20, upon information and belief, and
upon reasonable inquiry, Prime Clerk does not believe that any of its partners or employees own any
debt or equity securities of a company that is a Debtor or of any of its affiliates. 22. Based on the
foregoing, I believe that Prime Clerk is a "disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code with respect to the matters upon which it is to be engaged. Moreover, to the
best of my knowledge and belief, neither Prime Clerk nor any of its partners or employees hold or
represent any interest materially adverse to the Debtors' estates with respect to any matter upon which
Prime Clerk is to be engaged. [Remainder of page intentionally left blank] { 1228.001-}V0054260.} 10
Case 19-10323 Doc 5-2 Filed 02/19/19 Page 11 of 12 Pursuant to 28 U.S.C. ç L746,I declare under penalty
of perjury that the foregoing is true and corect to the best of my information, knowledge and belief.
Executed on February L9,2019lslBeniaminJ. Steele Benjamin J. Steele Vice President Prime Clerk LLC 830
3td Avenue, 9th Floor New York, New York L0022 { 1228.00 1 -rtr00 5 4260.} TL Case 19-10323 Doc 5-2
Filed 02/19/19 Page 12 of 12 EXHTBIT C Case 19-10323 Doc 5-3 Filed 02/19/19 Page 1 of 11 Pnme Clerk
f, Prime Clerk LIC Engagement Agreement This Agreement is entered into as of January 24,2OIg between
Prime Clerk LLC("Prime Clerk'l and PernixTherapeut¡cs Holdings, lnc. (together with its affiliates and
subsidiaries, the "Company"l.L ln consideration of the promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows: 1. Services (a) Prime Clerk agrees to provide the Company with consulting
services regarding legal noticing, claims management and reconciliation, plan solicitation, balloting,
disbursements, preparation of schedules of assets and liabilities and statements of financial affairs,
communications, confidential online workspaces or data rooms (publication to which shall not violate
the confidentiality provisions of this Agreement) and any other services agreed upon by the parties or
otherwise required by applicable law, governmental regulations or court rules or orders (all such
services collectively, the"services"l' (b) The Company acknowledges and agrees that Prime Clerk will
often take direction from the Company's representatives, employees, agents and/or professionals
(collectively, The "Company Parties"l with respect to providing Services hereunder. The parties agree
that prime Clerk may rely upon, and the Company agrees to be bound by, any requests, advice or
information provided by the Company Parties to the same extent as if such requests, advice or
information were provided by the Company. (c) The Company agrees and understands that Prime Clerk
shall not provide the Company or any other party with legal advice. 2. Rates. Expenses and Pavment (a)
Prime Clerk will provide the Services on an as-needed basis and upon request or agreement of the
Company, in each case in accordance with the rate structure attached hereto and incorporated by
reference herein (the "RøteStructure"l; provided, however that Prime Clerk will provide a discount of
7}o/o off the attached hourly rates. The Company agrees to pay for reasonable out of pocket expenses
incurred by Prime Clerk in connection with providing Services hereunder. (b) The Rate Structure sets
forth individual unit pricing for each of the Services. The Company may request separate Services or all
of the Services. (c) Prime Clerk will bill the Company no less frequently than monthly. All invoices shall
be due and payable upon receipt. Where an expense or group of expenses to be incurred is expected to
exceed S1O,0OO (e,g., publication notice), Prime Clerk may require advance or direct payment from the
Company before the performance of Services hereunder. lf any amount is unpaid as of 30 days after
delivery of an invoice, the Company agrees to pay a late charge equal to L.5% of the total amount
unpaid every 30 days. l The Company shall include, to the extent applicable, the Company, as debtor and
debtor in possession in any chapter 11 case, together with any affiliated debtors and debtors in
possession whose chapter 11 cases are jointly administered with the Company's chapter 11 case.
&91678894v1 Case 19-10323 Doc 5-3 Filed 02/19/19 Page 2 of 11 Pnmeclerkf, (d) ln case of a good faith
dispute with respect to an invoice amount, the Company shall provide a detailed written notice of such
dispute to Prime Clerk within 10 days of receipt of the invoice. The undisputed portion of the invoice will
remain due and payable immediately upon receipt thereof. Late charges shall not accrue on any
amounts disputed in good faith. (e) The Company shall pay any fees and expenses for Services relating
to, arising out of or resulting from any error or omission made by the Company or the Company Parties.
(f) The Company shall pay or reimburse any taxes that are applicable to Services performed hereunder
or that are measured by payments made hereunder and are required to be collected by Prime Clerk or
paid by Prime Clerk to a taxing authority. (g) Upon execution of this Agreement, the Company shall pay
Prime Clerk an advance of 540,000. Prime Clerk may use such advance against unpaid fees and expenses
hereunder. Prime Clerk may use the advance against all prepetition fees and expenses, which advance
then shall be replenished immediately by the Company to the original advance amount; thereafter,
Prime Clerk may hold such advance to apply against unpaid fees and expenses hereunder. (h) Prime
Clerk reserves the right to make reasonable increases to the Rate Structure on an annual basis effective
on the first business day of each year. lf such annual increases represent an increase greater than LO%
from the previous year's levels, Prime Clerk shall provide 30 days' notice to the Company of such
increases. 3. Retention in Bankruptcv Case (a) lf the company commences a case pursuant to title 11 of
the united states code (the "BonkruptcyCode"l, the Company promptly shall file applications with the
Bankruptcy Court to retain Prime Clerk (i) as claims and noticing agent pursuant to 28 U.S.C. S 156(c) and
(ii) as administrative advisor pursuant to section 327(al of the Bankruptcy Code for all Services that fall
outside the scope of 28 U,S.C, 5 156(c). The form and substance of such applications and any order
approving them shall be reasonably acceptable to Prime Clerk. (b) lf any Company chapter 11 case
converts to a case under chapter 7 of the Bankruptcy Code, Prime Clerk will continue to be paid for
Services pursuant to 28 U.S.C. $ L56(c) and the terms hereunder. 4. Confidentialitv (a) The Company and
Prime Clerk agree to keep confidential all non-public records, systems, procedures, software and other
information received from the other party in connection with the Services provided hereunder;
provided, however, that if any such information was publicly available, already in the party's possession
or known to it, independently developed, lawfully obtained from a third party or required to be
disclosed by law, then a party shall bear no responsibility for publicly disclosing such information. (b) lf
either party reasonably believes that it is required to disclose any confidential information pursuant to
an order from a governmental authority, such party shall provide written notice to the other party
promptly after receiving such order, to allow the other party sufficient time to seek any remedy
available under applicable law to prevent disclosure of the information. 2 #9|ffi8A94v1 Case 19-10323
Doc 5-3 Filed 02/19/19 Page 3 of 11 PnmeClerkt 5. Property Rishts Prime Clerk reserves all property
rights in and to all materials, concepts, creations, inventions, works of authorship, improvements,
designs, innovations, ideas, discoveries, know-how, techniques, programs, systems, specifications,
applications, processes, routines, manuals, documentation and any other information or property
(collectively, 'Property''\ furnished by Prime Clerk for itself or for use by the Company hereunder. Fees
and expenses paid by the Company do not vest in the Company any rights in such Property. Such
Property is only being made available for the Company's use during and in connection with the Services
provided by Prime Clerk hereunder' 6. Bank Accounts At the request of the Company or the Company
Parties, Prime Clerk shall be authorized to establish accounts with financial institutions in the name of
and as agent for the Company to fac¡litatedistribut¡ons pursuant to a chapter 11 plan or other
transaction. To the extent that certain financial products are provided to the Company pursuant to
Prime Clerk's agreement with financial institutions, Prime Clerk may receive compensation from such
institutions for the services Prime Clerk provides pursuant to such agreement. 7. Term and Termination
(a) This Agreement shall remain in effect until terminated by either party: (i) on 30 days' prior written
notice to other party; or (ii) immed¡ately upon written notice for Cause (as defined herein). "Couse"
means (i) gross negligence or willful misconduct of Prime Clerk that causes material harm to the
Company's restructuring under chapter L1 of the Bankruptcy Code, (ii) the failure of the Company to pay
Prime Clerk invoices for more than 60 days from the date of invoice or (iii) the accrual of invoices or
unpaid Services in excess of the advance held by Prime Clerk where Prime Clerk reasonably believes it
will not be paid' (b) lf this Agreement is terminated after Prime Clerk is retained pursuant to Bankruptcy
Court order, the Company promptly shall seek entry of a Bankruptcy Court order discharging Prime Clerk
of its duties under such retention, which order shall be in form and substance reasonably acceptable to
Prime Clerk. (c) lf this Agreement is terminated, the Company shall remain liable for all amounts then
accrued and/or due and ow¡ng to Prime Clerk hereunder. (d) lf this Agreement is terminated, Prime
Clerk shall coordinate with the Company and, to the extent applicable, the clerk of the Bankruptcy
Court, to mainta¡n an orderly transfer of record keeping functions, and Prime Clerk shall provide the
necessary staff, services and assistance required for such an orderly transfer. The Company agrees to
pay for such Services pursuant to the Rate Structure. 8. No Representations or Warranties Prime Clerk
makes no representations or warranties, express or implied, including, without limitation, any express or
implied warranty of merchantability, fitness or adequacyfor a particular purpose or use, quality,
productiveness or capacity, 3 #91678894v I Case 19-10323 Doc 5-3 Filed 02/19/19 Page 4 of 11
PnmeClerk't 9. lndemnification (a) To the fullest extent permitted by applicable law, the Company shall
indemnify and hold harmless Prime Clerk and its members, directors, officers, employees,
representatives, affiliates, consultants, subcontractors and agents (collectively,the "lndemnifiedParties"l
from and against any and all losses, claims, damages, judgments, liabilities and expenses, whether direct
or indirect (including, without limitation, counselfees and expenses) (collectively, "Losses"l resulting
from, arising out of or related to Prime Clerk's performance hereunder. Without limiting the generality
of the foregoing, Losses include any liabilities resulting from claims by any third parties against any
lndemnified Party. (b) Prime Clerk and the Company shall notify each other in writing promptly upon the
assertion, threat or commencement of any claim, action, investigation or proceeding that either party
becomes aware of with respect to the Services provided hereunder' (c) The Company's indemnification
of Prime Clerk hereunder shall exclude Losses resulting from Prime Clerk's gross negligence or willful
misconduct. (d) The Company's indemnification obligations hereunder shall survive the termination of
this Agreement. 10. Limitations of Liabilitv Except as expressly provided herein, Prime Clerk's liability to
the Company for any Losses, unless due to Prime Clerk's gross negligence or willful misconduct, shall be
limited to the total amount paid by the Company for the port¡on of the particular work that gave rise to
the alleged Loss. ln no event shall Prime Clerk's liability to the Company for any Losses arising out of this
Agreement exceed the total amount actually paid to Prime Clerk for Services provided hereunder. ln no
event shall Prime Clerk be liable for any indirect, special or consequential damages (such as loss of
anticipated profits or other economic loss) in connection with or arising out of the Services provided
hereunder. 11. Companv Data (a) The Company is responsible for, and Prime Clerk does not verify, the
accuracy of the programs, data and other informat¡on it or any Company Party submits for processing to
Prime Clerk and for the output of such information, including, without limitation, with respect to
preparation of statements of financial affairs and schedules of assets and liabilities (collectively, "SOFAs
and Scheduld'). Prime Clerk bears no responsibility for the accuracy and content of SOFAs and
Schedules, and the Company is deemed hereunder to have approved and reviewed all SOFAs and
Schedules filed on its behalf. (b) The Company agrees, represents and warrants to Prime Clerk that
before delivery of any information to Prime Clerk: (i) the Company has full authority to deliver such
information to Prime Clerk; and (ii) Prime Clerk is authorized to use such information to perform
Services hereunder. (c) Any data, storage media, programs or other materials furnished to Prime Clerk
by the Company may be retained by Prime Clerk until the Services provided hereunder are paid in full.
The Company shall remain liable for all fees and expenses incurred by Prime Clerk under this Agreement
as a result of data, storage media or other materials maintained, stored or disposed of by Prime Clerk.
Any such disposal shall be in a manner requested by or 4 #916'78894v1 Case 19-10323 Doc 5-3 Filed
02/19/19 Page 5 of 11 PnmeClerkfl acceptable to the Company; provided that if the Company has not
utilized Prime Clerk's Services for a period of 90 days or more, Prime Clerk may dispose of any such
materials, and be reimbursed by the Company for the expense of such disposition, after giving the
Company 30 days' notice. The Company agrees to initiate and maintain backup files that would allow the
Company to regenerate or duplicate all programs, data or information provided by the Company to
Prime Clerk, (d) lf Prime Clerk is reta¡ned pursuant to Bankruptcy Court order, disposal of any Company
data, storage media or other materials shall comply with any applicable court orders and rules or clerk's
office instructions. 12. Non-Solicitation The Company agrees that neither it nor any of its subsidiaries or
affiliates shall directly or indirectly solicit for employment, employ or otherwise retain as employees,
consultants or otherwise, any employees of Prime Clerk during the term of this Agreement and for a
period of L2 months after termination thereof unless Prime Clerk provides prior written consent to such
solicitation or retention. 13. Force Maieure Whenever performance by Prime Clerk of any of its
obligations hereunder is materially prevented or impacted by reason of any act of God, government
requirement, strike, lock-out or other industrial or transportation disturbance, fire, flood, epidemic, lack
of materials, law, regulation or ordinance, act of terrorism, war or war condition, or by reason of any
other matter beyond Prime Clerk's reasonable control, then such performance shall be excused, and this
Agreement shall be deemed suspended during the continuation of such prevention and for a reasonable
time thereafter. 14. Choice of Law The validity, enforceability and performance of this Agreement shall
be governed by and construed in accordance with the laws of the State of New York. 15. Arbitration Any
dispute arising out of or relating to this Agreement or the breach thereof shall be finally resolved by
arbitration administered by the American Arbitration Association under its Commercial Arbitration
Rules, and judgment upon the award rendered by the arbitrators may be entered in any court having
jurisdiction. There shall be three arbitrators named in accordance with such rules. The arbitration shall
be conducted in the English language in New York, New York in accordance with the United States
Arbitration Act, 16. lntegration; Severabilitv; Modifications; Assignment (a) Each party acknowledges
that it has read this Agreement, understands it and agrees to be bound by its terms and further agrees
that it is the complete and exclusive statement of the agreement between the parties, which supersedes
and merges all prior proposals, 5 #91678894v I Case 19-10323 Doc 5-3 Filed 02/19/19 Page 6 of 11
PnmeClerktr understandings, agreements and communications between the parties relating to the
subject matter hereof. (b) lf any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be
affected or impaired thereby, (c) This Agreement may be modified only by a writing duly executed by an
authorized representative of the Company and an officer of Prime Clerk' (d) This Agreement and the
rights and duties hereunder shall not be assignable by the parties hereto except upon written consent of
the other; provided, however, that Prime Clerk may assign this Agreement to a wholly-owned subsidiary
or affiliate without the Company's consent. 17. Effectiveness of Counterparts This Agreement may be
executed in two or more counterparts, each of which will be deemed an original, but all of which shall
constitute one and the same agreement. This Agreement will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party, which delivery
may be made by exchange of copies of the signature page by fax or email, 18. Not¡ces All notices and
requests in connection with this Agreement shall be sufficiently given or made if given or made in
writing via hand delivery, overnight courier, U.S. Mail (postage prepaid) or email, and addressed as
follows: lf to Prime Clerk: Prime Clerk LLC 830 3'd Avenue, 9th Floor New York, NY 10022 Attn: Shai
Waisman Tel: (212) 2s7-54sO Email:@ lf to the Company: Pernix Therapeutics Holdings, lnc. 10 North
Park Place, Suite 201 Morristown, NJ 07960 Attn: Kenneth Piña, Senior Vice President and General
Counsel Tel: (973)77s-9271 Email: kpina @ pernixtx.com With a copy to: Davis Polk & Wardwell LLP 450
Lexington Avenue New York, NY 10017 Attn: Marshall S. Huebner, Esq. rel: (2L2l. 4s0-4099 Email :
marshall.huebner@davispolk.com [Sig natu re pa gefo I Iows] 6 #91678894v I Case 19-10323 Doc 5-3
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Notice of Conflict & Disqualification - 5th DCA

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Notice of Conflict & Disqualification - 5th DCA

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United States Bankruptcy Court

Middle District of Florida

IN RE RANDALL A RALICKI Case No. 3: 20-BK-02783

Notice on Conflict & Combined Motions to Disqualify, Set Aside Order

compels disqualification of Counsel Elizabeth Cruikshank who together with

submitted Creditor claim that is a derivative of a federal criminal conspiracy

relevant was forfeited to the United States. United States of America v

Shayeh Dov, 19 60006 CR ZLOCH/HUNT; ( Appendix ____ Pages

Judgment, Plea Agreement etc.

been forfeited to the United States, that continue to be misrepresented as being

United States of America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT; SJ

MAK (LLC) V. NOTEZ (LLC), Local case No. 2013-003923-CA-01;

Thereafter make a Cannon 3D(2), determination, strike the Motion to Dismiss

2.04(a) and 2.204(d)*

Counsel’s intent to defraud United States indictable under 18 USC 371.

( Appendix ____ Pages Judgment, Plea Agreement etc.

The facts relative to the divesture of any and all interests in or to

divesture of jurisdiction of the Florida Circuit Court, ( assuming, without

accurately and readily determined from sources whose accuracy cannot

reasonably be questioned. The court is authorized to and may take judicial

may be taken at any stage of the proceeding.

In as much as the particular facts are judicially admitted ( Appendix

summarily determine there is a high degree of indisputability that it may find

The forfeiture of all assets is not a matter that is reasonably subject to

dispute. ( Plea Agreement Appendix _____ )

criminal judgment are not reasonably subject to dispute.

made in SJ MAK (LLC) V. NOTEZ (LLC), Local case No. 2013-003923-CA-01;

are not reasonably subject to dispute.

Miss Cruikshank’s assertion of a creditor claim on or about October 27,

2019, the assertion that are equivalent to a confession of the existence of a

conspiracy against rights, and to intentionally deprive Ralicki of his rights to

errors of law representing subversion , obstruction of justice, and intent to

Miss CRUIKSHANK is struggling to represent an alleged creditor claim

not exist and with whom there is or could be an attorney-client relationship.

America v Shayeh Dov, 19 60006 CR ZLOCH/HUNT. ( Appendix pages

charged as true beyond a reasonable doubt.

securities. ( Appendix Pages Hindsight Report and Affidavits)

a party in foreclosure proceedings, or in the present involuntary proceedings.

reasonably knew Shayeh DOV operated a criminal conspiracy in Florida from

May 2012 to 2019, involving the intentional misrepresentations and false

judgments have been issued in United States of America v Shayeh Dov, 19

Counsel’s representations about a creditor’s claim in this court over a

debt, or the Mawhinney and Ralicki note or Mortgage is proven to be

P&S INC, or 998 SW 144th Court RD LLC.

and alter egos used by SHAYEH DOV. Counsel IS

On or about October 22, 2019, Elizabeth Cruikshank has e- filed, and

Sanctions that was not served.

it presumes the existence of a creditor claim that does not exist.

This Motion to Dismiss and Motion for Sanctions makes unverified

recitals that counsel characterizes as attempts to “delay foreclosure

proceedings”. This is a representation that SHAYEH DOV uses as a disquise.

under color of authority in what turns out to be a federal criminal conspiracy

against Ralicki’s and Mawhinney’s exercise of secured constitutional rights,

Counsel represents that Mr. Ralicki, a disabled person, and Mr.

Mawhinney, an Elder American, while defending and protecting their property

Creditors” attempts and foreclosure proceeding in the Marion County, Florida

the alleged or claimed Creditor ownership of the MAWHINNEY AND RALICKI