Vertical Branding Inc.(fka VBDG)

[Renee]

VDBG revoked:

http://www.sec.gov/litigation/admin/2014/34-72369.pdf

[sidedraft]

Latest from the SEC:


http://www.sec.gov/alj/aljdec/2014/id594ce.pdf

[Renee]

VBDG SEC Suspension:

http://www.sec.gov/litigation/suspensions/2014/34-71815.pdf

Order:

http://www.sec.gov/litigation/suspensions/2014/34-71815-o.pdf

Admin Proceeding:

http://www.sec.gov/litigation/admin/2014/34-71816.pdf

[Sighwyna]

trading today. does this periodically.

[make it happen]

Market Cap $11,610 according to Google anyone know the share structure or float

[make it happen]

Vertical Branding, Inc. (VBI), formerly MFC Development Corp., incorporated on May 18, 1990, is a consumer products branding, marketing and distribution company, with particular focus on the personal care, fitness, beauty and household product categories. The Company operates in four segments: direct to consumer transactional marketing; retail distribution; rental and development of commercial real estate, and other, which comprises corporate overhead and discontinued operations. The Company typically obtains the exclusive worldwide marketing, distribution and manufacturing rights to a particular product from its inventor, manufacturer or other business representative, and VBI develops the product brand through marketing campaigns that it creates and produces. The Company also internally develops its own branded products. As of March 2007, VBI owned the rights to 21 products, of which 12 were being marketed, and it had distribution and licensing rights for 15 products, of which nine were being marketed. Most of these products are beauty and houseware products. In July 2008, the Company announced that it created a new division, Econology Advantage, formed to identify, develop and market eco-friendly consumer products.
In March 2006, the Company sold the Hunter property to Mountaintrail at Hunter, LLC. On August 1, 2006, it purchased certain assets from Adsouth Partners, Inc. (Adsouth) comprising Adsouth’s consumer products division. The Company purchased rights to various consumer products and brands, as well as succession to Adsouth’s wholesale and retail distribution channels and relationships, which VBI refers to as its retail distribution business.
Transactional Marketing
The direct to consumer transactional marketing industry typically utilizes long form (infomercial) video productions, short-form commercials, print, live home shopping channels, Internet marketing, print, direct mail and radio advertising. The Company buys media through a media-buying agency specializing in short-form (two minute) or long-form (30 minutes) infomercials. VBI also purchases media on the Web directly or through agencies and the majority of orders come in directly via online systems. In addition, it maintains its own Websites for each product that is active, which are hosted and maintained by third-party Web services providers. The Company also sells products to domestic downstream business partners, such as HSN, QVC, catalogues and others (such as credit card billing insert marketers). Subsequent to the Company’s acquisition of its retail distribution business, VBI sells its products directly to the retail chains.
Retail Distribution
The Company’s list of products that are included in its retail distribution include the Dermafresh line of skin care product, PEARL Mist, the E70 brand, Hercules Hook, Extreme Beam, Pet Vac & D-Shed, Lip Solution, EZ Foldz and ZorbEEZ. The Dermafresh line of skin care product consists of five skin care products: Wrinkles be Gone, Eye Aid, Collagen Blanket, Roll on Collagen and Glycolic Blanket. PEARL Mist is one of the items in the Starmaker line, which is an anti wrinkle/ moisturizing mist. The E70 brand is a line of products created by Delmar, Inc., which utilize Delmar’s technology utilized in skin care formulations. Hercules Hook is a hook for hanging items on walls, for which in August 2006, VBI obtained an exclusive three year marketing and distribution rights agreement. The Company acquired and marketed Extreme Beam, which consists of two lines of flashlights branded as the Extreme Beam Flashlight and the Clip Light, from Adsouth Partners. Pet Vac & D-Shed are pet grooming products. Lip Solution is a lip-plumping product. EZ Foldz is a folding step stool. ZorbEEZ is a brand of super-absorbent, non-woven, microfiber chamois-like cloths for a variety of household uses.
Real Estate
VBI owns a 49% interest in Gateway Granby, LLC that owns and operates an office building in East Granby, Connecticut. The office building contains approximately 52,000 square feet of rentable space and is located on 7.7 developable acres. The Company has entered into an agreement whereby it has voting and operational control of Gateway Granby, LLC. VBI rents approximately 62% of the available office space to principal tenants under multi-year leases. The remaining 38% of the East Granby Property’s rentable space was vacant as of April 9, 2007. This rentable space has been subdivided into four smaller areas, which as of April 9, 2007, was available for leasing.
VBI competes with Guthy-Renker, Thane International, Inc., Sylmark, Inc., Tristar Products, Inc., The Proctor & Gamble Company, Johnson & Johnson and Revlon, Inc.

[Sighwyna]

i guess we ran out of steam

[Weebro]

It seems to me that something is definitely in the works. This Anthony T Lam is a Dentist in Philadelphia.

[Sighwyna]

what does this mean?

[Weebro]

Website Domain has been updated/accessed recently.



Registrant:
Anthony T Lam, DMD, PC

1611 S Broad St
Philadelphia, PA 19148
United States

Registered through: GoDaddy.com, LLC (http://www.godaddy.com)
Domain Name: VERTICALBRANDING.COM
Created on: 14-Aug-06
Expires on: 14-Aug-17
Last Updated on: 13-Dec-11

Administrative Contact:
Lam, Anthony [e-mail]
Anthony T Lam, DMD, PC
1611 S Broad St
Philadelphia, PA 19148
United States
+1.2152712860

Technical Contact:
Lam, Anthony [e-mail]
Anthony T Lam, DMD, PC
1611 S Broad St
Philadelphia, PA 19148
United States
+1.2152712860

Domain servers in listed order:
NS1.SEDOPARKING.COM
NS2.SEDOPARKING.COM


Registry Status: clientDeleteProhibited
Registry Status: clientRenewProhibited
Registry Status: clientTransferProhibited
Registry Status: clientUpdateProhibited

[Sighwyna]

only 30MM shares outstanding if they do do something with it, it can be 50C easy!

[onetimepleasegoupppp]

TECHNICAL BREAKOUT ALL AROUND...LOOKS LIKE A R/M IS IN THE WORKS HERE!

[demonsmith]

What's up with one

[halbroke1]

Huge Upswing to Pennies for VBDG this week starting Tuesday....Something Big Brewing.

[onetimepleasegoupppp]

LOOKING LIKE THINGS ARE ABOUT TO GO HERE...BIG WEEK AHEAD!

[Sighwyna]

somethings up

[Sighwyna]

bot this soo long ago just to take a shot and see if they revive it. what i like about it is that there is not a lot of shares outstanding. we will see...

[Fishin' Canuck]

Somethings up...

[Sighwyna]

signs of life?

[sean41966]

Future Hearings
12/08/2010 at 08:30 am in department NWT at 6230 Sylmar Ave., Van Nuys, CA 91401
OSC-Court's (STATUS OF BANKRUPTCY)

Case Information | Party Information | Proceeding Information
Documents Filed (Filing dates listed in descending order)

11/12/2010 Miscellaneous (PLAINTIFF'S STATUS REPORT AND REQUEST FOR CONTINUANCE OF HEARING )
Filed by Attorney-Plaintiff

06/03/2010 Notice-Stay (DUE TO BANKRUPTCY FILING )
Filed by Attorney-Plaintiff

02/18/2010 Miscellaneous (PLAINTIFF'S NOMINATION OF ROBB EVANS & ASSOCIATES, LLC AS RECEIVER )
Filed by Attorney-Plaintiff

02/18/2010 Declaration (OF BRICK KANE IN SUPPORT OF EX PARTE APPLICATION OF PLAINTIFF FOR APPOINTMENT OF RECEIVER AND ISSUANCE OF PRELIMINARY INJUNCTION )
Filed by Attorney-Plaintiff

02/16/2010 Declaration (OF MICHAEL W. CHORSKE IN SUPPORT OF EX PARTE APPLICATION FOR APPOINTMENT OF RECEIVER AND ISSUANCE OF PRELIMINARY INJUNCTION )
Filed by Attorney-Plaintiff

02/16/2010 Stipulation (TO ORDER APPOINTING RECEIVER AND ISSUING PRELIMINARY INJUNCTION IN AID OF THE RECEIVER )
Filed by Attorney-Plaintiff

02/16/2010 Order (APPOINTING RECEIVER AND ISSUING PRELIMINARY INJUNCTION IN AID OF THE RECEIVER )
Filed by Attorney-Plaintiff

02/16/2010 Declaration (OF ALAN M. MIRMAN IN SUPPORT OF EX PARTE APPLICAITON FOR APPOINTMENT OF RECEIVER AND ISSUANCE OF PRELIMINARY INJUNCTION )
Filed by Attorney-Plaintiff

02/16/2010 Ex-Parte Application (FOR APPOINTMENT OF RECEIVER PURSUANT TO STIPULATION, AND ISSUANCE OF PRELIMINARY INJUNCTION )
Filed by Attorney-Plaintiff

02/16/2010 Miscellaneous (OSC HEARING )
Filed by Receiver

02/16/2010 Miscellaneous ((ORIGINAL UNDERTAKING SECTION 567(b) C.C.P. )
Filed by Receiver

02/16/2010 Miscellaneous ((ORIGINAL) UNDERTAKING UNDER SECTION 556(b) C.C.P. )
Filed by Receiver

01/19/2010 Notice-Case Management Conference

01/19/2010 Summons-Issued
Filed by Attorney-Plaintiff

01/19/2010 Complaint



--------------------------------------------------------------------------------

Case Information | Party Information | Documents Filed
Proceedings Held (Proceeding dates listed in descending order)

06/04/2010 in Department NWT, BERT GLENNON, JR, Presiding
Non-Calendar Matter - Order-Court

04/28/2010 at 08:30 am in Department NWT, BERT GLENNON, JR, Presiding
Conference-Initial Status - Held-Continued

02/16/2010 at 08:30 am in Department NWQ, RICHARD B WOLFE, Presiding
Application-Ex-Parte - Granted-As stipulated


Case Summary



Case Number: LC088277
GOTTBETTER CAPITAL MASTER, LTD. VS. VERTICAL BRANDING,INC.

Filing Date: 01/19/2010
Case Type: Other Promissory Note/Collections (General Jurisdiction)
Status: Pending

[NotSurprised]

Wow. Did the wakeup alarm finally go off?

[timhyma]

Sold all my shares today- total loss after comissions. See ya

[dispoman]

I have moved on. Class action would be against directors and officers and it wouldn't matter if you still hold stock. It matters if you were a shareholder and lost money due to misleading statements, false information, failure to disclose. breach of fiduciary duty, etc.

[hingfdiuh]

Who cares about a class action? Vertical is completely bankrupt and no shareholders will see a dime. It's time to move on.

[dispoman]

Wonder if there will be a class action suit against officers and directors? Of course, no attorney specializing in that type of litigation will touch it unless there is D & O insurance or some other significant assets of the officers and directors to go after.

[hingfdiuh]

All company assets have been seized by a third party via court order to be delivered to the new owners [gottbetter] who will undoubtedly liquidate all assets and no shareholders will see a dime.

[Rainer]

Nice volume today. Anyone hear anything?

[3Saints]

Posted by: NotSurprised Date: Wednesday, December 02, 2009 1:34:11 PM
In reply to: P K G who wrote msg# 7898 Post # of 8066

In response/comment on what was stated, of course only IMO.

"in case VBI had financial troubles". IMO - MANAGEMENT HAD MAJOR ISSUES FOR A LONG TIME. DECISION-MAKERS WHO ONLY THINK HOW THEY CAN MAKE MONEY FOR THEMSELVES MAKE POOR DECISIONS FOR A COMPANY.I read that to mean P2F went around VBI and has it now. No payments now or ever to VBDG. Went directly to the source. This was my problem from the beginning. P2F going directly to all the suppliers. They had no need for VBDG. IMO, that's exacly what's happening.

They did advertise, Billy Mays, was playing all over before the deal with the Tool Band-It infomericial.

P2F had Tool Band-It in it's warehouse in August.

I hope to goodness there is some recovery in VBDG. I am just leary. IMO - RECOVERY? ARE YOU SERIOUS? CEO SUCCESSFULLY TOOK A COMPANY WITH POTENTIAL AND POINTED IT TO THE GRAVE. AND I SAY CEO BECAUSE THE JOB OF A CEO IS TO GUIDE A COMPANY. AND WE ALL KNOW SHE JUMPED SHIP BEFORE IT SUNK.

Did you know that Mark Miller's, Executive VP at P2F, prior job was Operations Consultant at VBDG? IMO - OF COURSE. HE CAME ON BOARD WHEN YET ANOTHER VP OF OPS WAS FIRED. SEEMS TO ME THERE WAS A LOT OF FIRING GOING ON.

Prior to that he had a long-term relationship with Nancy. Partner at one time in other ventures. They go way back. IMO - TRUE. OF COURSE. PROBABLY HARD TO FIND NEW COMPETENT TALENT WHO WOULD WORK UNDER HER CONDITIONS.

Looks to me like he became unemployed at some point. Nancy took care of him as a consultant. Perhaps he is now returning the favor to her. Anyway, as bad as I hope it is untrue, I smell a rat. IMO - IT SMELLED LIKE A RAT FOR A LONG LONG TIME. ASK THE RIGHT QUESTIONS AND YOU MAY NOT LIKE THE ANSWERS.

Mark took VBDG to P2F, IMO, and got employment for himself. IMO - YUP. WAS THIS DEAL THE BEST FOR THE CEO'S POCKETS OR FOR THE COMPANY? Now P2F has VBDG. Nancy is being taken care of. IMO - I BELIEVE IN KARMA. AND THE LAW. Back salary converted to debt, as an example.

Who are the three employees left there? You know? IMO - ORRIN AND CHRIS AND CEO IS STILL ON THE BOARD. CAN WE SAY - ARE YOU KIDDING?

There was a consultant there in August, as well as a lawyer consultant, working on all of this. The Consultant, Paul J. Le Blanc. specialty is "Transition and Exit Planning." IMO - CONNECTION WITH CEO's HUSBAND. WHO WAS LOOKING OUT FOR THE COMPANY? Looks like he earned his keep. The extra lawyer was helping him. IMO - LOTS OF LAWYERS FOR SUCH A SMALL COMPANY.

This is what I think: P2F will wind up with VBDG in total. Nancy will wind up with all moneys available. We have had it. I'm out $60,000+.

Let me be wrong---please!!! IMO - SORRY, CAN'T SAY THAT.

AND FYI. I AM AN INVESTOR WHO FEELS TOTALLY RIPPED OFF BY THE BOARD NOT TAKING CARE OF BUSINESS. THEY SHUT THEIR EYES AND LET THE CEO RUN RAMPANT FOR A LONG TIME. WHY WOULD THEY DO THAT? I THOUGHT A BOARD WAS SUPPOSED TO LOOK OUT FOR INVESTORS. LAW SUIT ANYONE?

IMO IMO IMO IMO

[hingfdiuh]

Are you suggesting that VBI had employees that were working for free illegally?

[NotSurprised]

Ex-employees. People who showed up daily, doing their job, no matter what kind of decisions management was making. Employees weren't supposed to be taking risks with getting paid. You work. You get paid. They owe. They should pay.

[hingfdiuh]

what employees?

[NotSurprised]

Hopefully they'll take care of what they owe employees, too.

[hingfdiuh]

Mr. ---:

Thank you for your e-mail pertaining to shareholder status of Vertical Branding’s stockholders. Your e-mail was referred to me for reply.

Robb Evans and Associates was appointed Receiver by the Superior Court of the State of California on February 16, 2010. The Receiver is currently gaining control over the company assets. Cash generated by the assets goes first to the secured creditor, then to unsecured creditors and lastly to shareholders.

Please feel free to contact me directly if you should have any further questions.

-cc

Coleen Callahan
Asset Manager
Robb Evans & Associates LLC

[timhyma]

I think I'll be using this one as a tax loss in the future

[Rainer]

Hmmmm. Looks like we may have found the bottom here at .0013. 52 week low, any thoughts?

[hingfdiuh]

Is it just me or are there many very odd portions of this latest document / news release.

Anyone care to share their take of this?

And please refrain from saying things we already know, or already know you believe (e.g. "nancy is a bad person")

[hingfdiuh]

To collect royalties.

[GWMAN]

If you have no product, why do you need new management?

[hingfdiuh]

So, we have new management.

Anyone know the email contact for gottbetter capital master?

[GWMAN]

Still annoying to go into the BB&B today and see the dozens of MyPlaces and SteamBuddys lining the shelves.

[timhyma]

On February 16, 2010, in connection with a lawsuit filed by Gottbetter Capital Master, Ltd. (“GCM”), in the Los Angeles County Superior Court (Case No. LC 088277) arising out of Registrant’s default on that certain Amended and Restated Senior Note dated May 1, 2009 (the “GCM Note”), the Court issued an Ex Parte Order Appointing Receiver and Issuing Preliminary Injunction In Aid of the Receiver (the “Order”). The Order appointed Robb Evans & Associates, LLC, as receiver in the action empowered, among other things, to take over possession, custody and control of the assets and business of Vertical Branding, Inc.



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Dated: March 5, 2010
http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=7105013-974-5694&type=sect&dcn=0001354488-10-000655

[hingfdiuh]

Ya?

Why don't you fill us in on 'what happens now'

[P K G]

I get the machine. Don't call me back.

[greenbud]

That's a month old news. Watch what happens now.

[hingfdiuh]

Hahaha

Who's picking up shares at 0.00001 on monday?

[Pennyfool]

8-k filed:

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 16, 2010
Date of Report (Date of earliest event reported)

VERTICAL BRANDING, INC.
(Exact name of registrant as specified in its charter)

Delaware

000-31667

13-3579974
(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)


11450 Sheldon Street
Sun Valley, CA 91352
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: [phone]


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.

On February 16, 2010, in connection with a lawsuit filed by Gottbetter Capital Master, Ltd. (“GCM”), in the Los Angeles County Superior Court (Case No. LC 088277) arising out of Registrant’s default on that certain Amended and Restated Senior Note dated May 1, 2009 (the “GCM Note”), the Court issued an Ex Parte Order Appointing Receiver and Issuing Preliminary Injunction In Aid of the Receiver (the “Order”). The Order appointed Robb Evans & Associates, LLC, as receiver in the action empowered, among other things, to take over possession, custody and control of the assets and business of Vertical Branding, Inc.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following exhibit is filed with this report:

Exhibit Number

Description

99.1

Ex Parte Order Appointing Receiver and Issuing Preliminary Injunction in Aid of the Receiver


[Signature Page Follows]


1



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: March 5, 2010

VERTICAL BRANDING, INC.


By:

/s/ Brick Kane

Brick Kane

Chief Operating Officer
Robb Evans & Associates, LLC
Receiver for Vertical Branding, Inc.

2

EX-99.1

(SPACE BELOW FOR FILING STAMP ONLY)

Alan M. Mirman, Esq. (State Bar No. 66883)
MIRMAN,BUBMAN & NAHMIAS, LLP
21860 Burbank Blvd., Suite 360
Woodland Hills, California 91367
Tel: [phone]
Fax: [phone]


Attorneys for Plaintiff
Gottbetter Capital Master, Ltd.



SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF
LOS ANGELES, NORTHWEST DISTRICT, VAN NUYS COURTHOUSE EAST

GOTTBETTER CAPITAL MASTER, LTD.,


Plaintiff,

vs.


VERTICAL BRANDING, INC.,
a Delaware Corporation; and
DOES 1 through 100,

Defendants.

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CASE NO.

EX PARTE ORDER APPOINTING RECEIVER AND ISSUING PRELIMINARY INJUNCTION IN AID OF THE RECEIVER


EX PARTE HEARING:
DATE: February 16, 2010
TIME: 8:30 a.m.
DEPT: "T"




The Court, having considered the Complaint filed in this case, the Ex Parte Application for Appointment of Receiver and Issuance of Preliminary Injunction in Aid of the Receiver (“Application”), the Memorandum of Points and Authorities and declarations filed in support thereof, the Stipulation to Order Appointing Receiver and Issuing Preliminary Injunction in Aid of the Receiver, and oral argument at the hearing on the Application, and good cause appearing therefore, now orders as follows:

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER

1


APPOINTMENT OF RECEIVER

1. Robb Evans & Associates, LLC shall be immediately appointed as receiver in this action (“Receiver”) to take over the possession, custody, and control of the property, assets, equipment, accounts receivable, business accounts, real property rent, tangible and intangible assets, furniture and other collateral ("Property") belonging to Defendant Vertical Branding, Inc. (“Vertical”). Defendant is located and doing business at the following location: 16000 Ventura Boulevard, Suite 301, Encino, California 91436 and or 12100 Wilshire Boulevard, Suite 800, Los Angeles, California 90025 (“Vertical’s Office”).

2. Before entering upon his duties as a Receiver, the Receiver shall take the oath and file a bond with a corporate surety thereon approved by this Court in the amount of $10,000, to secure the faithful performance of his duties as the Receiver.

3. The Receiver is also required to disclose to all parties any financial relationship between the Receiver and any company he hires to assist him in his management of the receivership estate.

4. The Receiver’s appointment is contingent on the filing by Plaintiff Gottbetter Capital Master, Ltd. (“Gottbetter”) of an undertaking in the amount of $2,500 in the proper form pursuant to Section 566 of the Code of Civil Procedure.

5. Because Vertical and Gottbetter have stipulated to the appointment of a receiver and the issuance of a preliminary injunction in the aid of the receiver in the form of this Order, this Court has determined that there is no need for a noticed hearing to confirm the appointment of the receiver and issuance of injunctive relief in aid of the receiver, and the requirement for such a hearing is hereby waived.

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER
2

POWERS AND RESPONSIBILITIES OF THE RECEIVER

6. Upon appointment, the Receiver shall have the following powers and responsibilities:

a. To enter, gain access and take possession of the Property and Vertical’s Office;

b. To receive the rents and profits from the Property, to care for, preserve, protect, and maintain Vertical’s Office and the Property; to incur the expenses necessary for such care, preservation, maintenance, and protection; and do all things done by, and to incur the risks and obligations ordinarily incurred by, owners, managers, and operators of similar businesses and properties, including, but not limited to, winding down and discontinuing those parts of Vertical’s business that are no longer producing income. No risks or obligations so incurred shall be at the personal risk or obligation of the Receiver, and/or his designated representative, but shall be a risk or obligation of the receivership estate;

c. To demand, collect and receive all monies, funds and payments, including, but not limited to, royalty payments, which may be due to Vertical (and any monies, funds and payments in possession of any of its subsidiaries, affiliates and controlled entities as to any funds in which Vertical has an interest) at the time of this Order and any time thereafter;

d. To take any and all steps necessary to receive, collect and review all mail addressed to Vertical, including, but not limited to, mail addressed to each and every one of Vertical’s employees, and any post office boxes held in the name of Vertical, and at the Receiver’s discretion, he is authorized to instruct the U.S. Postmaster to re-route, hold or release said mail to said Receiver. Mail reviewed by the Receiver in the performance of his duties will promptly be made available for inspection to Vertical after review by the Receiver;

e. To take possession of all bank accounts of Vertical and chattel paper, wherever located and receive possession of any money on deposit in said bank accounts, and the receipt by the Receiver for said funds shall discharge said bank from further responsibility for accounting to said account holder for funds for which the Receiver shall give his receipt;

f. To establish bank accounts at any bank the Receiver deems appropriate for the deposit of monies and funds collected and received in connection with his administration of the receivership estate, provided that all funds on deposit are insured by an agency of the United States government;

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER
3
g. To execute and prepare all documents and perform all acts, either in the name of Vertical, as is applicable, or in the Receiver’s own name, which are necessary and incidental to preserving, protecting, managing and controlling the Property. The Receiver will not, under any circumstances, be personally liable for any obligations incurred as a result of the exercise of this provision but instead, said obligation shall be the obligations of the receivership estate;

h. To take possession of all the books and records of Vertical wherever located, as the Receiver, and/or his designated representative, deems necessary for the property administration, management, and/or control of the estate;

i. The monies coming into possession of the Receiver and not expended for any of the purposes herein authorized, shall be paid over by the Receiver to Gottbetter for the payment of Vertical’s obligations to Gottbetter sued upon in the Complaint, subject however to (a) a reserve to cover anticipated administrative expenses of the receivership, including but not limited to fees and costs of the Receiver and his professionals; (b) the payment of specific obligations of Vertical that Gottbetter has agreed shall be paid in conjunction with payments to Gottbetter; and (c) to such orders as this Court may hereinafter issue;

j. To employ servants, agents, employees, appraisers, guards, clerks, accountants, attorneys and management consultants to administer the receivership estate and to protect the receivership estate as the Receiver deems necessary; to purchase insurance, materials, supplies and services and to pay therefore at the usual rate and prices out of funds that shall come into his possession; to pay reasonable value of said services out of the proceeds of the estate; and that no risk or obligation incurred by said Receiver shall be the personal risk or obligation of the Receiver, but shall be the risk or obligation of the receivership estate;

k. To employ Craig Welin and his law firm, Frandzel Robins Bloom & Csato, L.C., as the Receiver’s attorneys in connection with the above-entitled case, effective as of January 21, 2010. Mr. Welin’s hourly rate is $395, and that of his partner Hal Goldflam is $315. The hourly rate for associates whom Mr. Welin expects may be needed to render services on behalf of the Receiver is between $235 and $295.

l. Vertical shall notify the Receiver upon the Receiver’s taking possession of the receivership estate whether or not there is sufficient insurance coverage on the Property. If sufficient insurance coverage does exist, Vertical shall be responsible and is hereby ordered to name the Receiver as additional insured on the insurance policy(ies) for the period that the Receiver shall be in possession of the Property. If there is insufficient insurance coverage, it is hereby ordered that the Receiver shall have thirty (30) working days to procure said insurance on the Property, provided that the Receiver has funds available to do so, and during said period the Receiver shall not be personally responsible for claims arising or the for the procurement of insurance;

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER
4
m. To prepare periodic interim statements reflecting the Receiver’s fees and administrative costs and expenses incurred for said period in the operation and administration of the receivership estate. If the Receiver does not receive a written objection to the statement within ten days of mailing said statement to the parties’ respective attorneys of record or any other designated personal agent, the Receiver shall pay from the estate funds, if any, the amount of said statement. Despite the periodic statement of Receiver’s fees and administrative expenses, such fees and expenses shall be submitted to the Court for its approval and confirmation, in the form of either a noticed interim request for fees or a Receiver’s final account and report;

n. To institute ancillary proceedings in this State or other states and countries as is necessary to preserve and protect the receivership estate. The Receiver may pay for the costs of such proceedings from the funds of the receivership estate;

o. To the extent feasible, the Receiver shall, within 30 days of his qualification hereunder, file in this action an inventory of all property of which he has taken possession pursuant to this Order and shall conduct periodic accountings thereafter; and

p. The Receiver, or any party to this action, may from time to time, and on due notice to all parties, make application to this Court for further orders instructing said Receiver.

PRELIMINARY INJUNCTION IN AID OF RECEIVER

7. Vertical and its officers, directors, agents, servants, and employees, and all persons or entities acting under, or in consort with them, or for them, are enjoined from the following and are restrained and enjoined from engaging in, or performing directly or indirectly, any or all of the foregoing acts:

a. Interfering, hindering or molesting in any way whatsoever the Receiver in the performance of the Receiver’s duties herein described and in the performance of any duties incident thereto;

b. Transferring, directly or indirectly, any interest by sale, pledge, grant of security interest, assignment, invoice or encumbering in any manner the Property, and all proceeds and products thereof;

c. Moving the physical location of the materials and/or equipment of Vertical from any location where it is presently located, and all proceeds and products thereof;

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER
5
d. Transferring, concealing, destroying, defacing, or altering any of Vertical’s books and records;

e. Diverting in any way of the proceeds from the accounts receivable and/or inventory;

f. Causing any mail to be forwarded to any address other than the post office box or business address supplied by the Receiver; and

g. Failing or refusing to immediately turn over the Receiver all monies, checks, funds or proceeds relating to the Property, and failing to make available to the Receiver for inspection and copying all non-privileged books and records relating to the Property.

8. Except by leave of this Court, during the pendency of the receivership ordered herein, Vertical and all customers, principals, investors, collectors, stockholders, lessors, creditors and other persons seeking to establish or enforce any claim, right or interest against or on behalf of Vertical, or any of its subsidiaries or affiliates, and all others acting for or on behalf of such persons, including attorneys, trustees, agents, sheriffs, constables, marshals and other officers and their deputies, and their respective attorneys, agents, servants, and employees be and are hereby stayed from:

a. Commencing, prosecuting, continuing or enforcing any lawsuit, claim or proceeding against Vertical, or any of its subsidiaries or affiliates, except as to the filing, but not the continued prosecution, of such actions as may be filed to toll any applicable statutes of limitations. This stay on litigation and claims includes, but is not limited to, the lawsuit entitled American Shipping Company, Inc. v. Vertical Branding, et al. (case no. NC053457), pending in the Los Angeles Superior Court;

b. Commencing, prosecuting, continuing or entering into any suit or proceeding in the name of or on behalf of Vertical, or any of its subsidiaries of affiliates;

c. Accelerating the due date of any obligation or claimed obligation, enforcing any lien upon, or taking or attempting to take possession of, or retaining possession of, any property of Vertical, or any of its subsidiaries or affiliates, or any property claimed by any of them or attempting to foreclose, forfeit, alter, or terminate any of Vertical’s or any of its subsidiaries’ or affiliates’ interest in property, including, without limitation, the establishment, granting or perfection of any security interest, whether such acts are part of a judicial proceeding or otherwise;

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER
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d. Using self-help or executing or issuing, or causing the execution or issuance of any court attachment, subpoena, replevin, execution or other process for the purpose of impounding or taking possession of or interfering with, or creating or enforcing a lien upon any property, wheresoever located, owned by or in the possession of Vertical or any of its subsidiaries or affiliates, or the Receiver appointed pursuant to this Order or any agent appointed by said Receiver; and

e. Doing any action or thing whatsoever to interfere with the Receiver taking control, possession or management of the Property or any other property subject to this receivership or to in any way interfere in any manner with the Receiver, or to harass or interfere with the Receiver, or to harass or interfere with the duties of the Receiver, or to interfere in any manner with the exclusive jurisdiction of this Court over the property and assets of Vertical, or its subsidiaries or affiliates. Provided however, nothing in this paragraph shall prohibit any federal or state law enforcement or regulatory authority from commencing or prosecuting an action against Vertical, or its subsidiaries or affiliates.

DATED:
____________________________
Judge of the Superior Court

{00063050 }
[PROPOSED] ORDER APPOINTING RECEIVER

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[NotSurprised]

Someone asked this question months ago:

Posted by: Dollars4Success Date: Tuesday, October 27, 2009 12:35:06 PM
In reply to: hingfdiuh who wrote msg# 7836 Post # of 8047

Question: Was the P2F deal the best one for VB or for management pockets? Here's a thought, maybe there was a better deal out there, but control of the company had to be abdicated? I have no idea, just thinking about past biz deals where egos had to be set aside for the good of the company. All IMO, of course.

[hingfdiuh]

No, the fact is we don't know the specifics on the deal with P2F. That is - hard numbers. It may have really been quite unprofitable for vertical, even if you verified seeing product in stores.

Facts are in short demand. The only certain thing is that there are a reasonable amount of pissed off shareholders that can only speculate as to what the hell is really going on.

[3Saints]

FACT >> Nancy turned out to be worthless...a pretty face like I said before. She did not execute...there was product all over the place as many of us verified. It was not a gamble...it was a filing company with easily verified market penetration. They had huge products. And then it all came to a screaching halt....product rights sold off...etc...etc

[goose44]

1,000,000 to 1 RS comfirmed