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Much info here, and obviously much frustration and disappointment for you. I'll go through it, to see if I can become more aware of the misunderstandings that created the problems.
It's not likely I can do anything to help, but I think I can speak for most Max Sound investors (but not speak for MAXD management) that they would like to see the problems resolved, and in doing so provide financial rewards to both Constance Nash and Max Sound Inc; not one over the other.
It won't be easy, but there must be a way to make the best of a bad situation. What has transpired up to now is done; what happens from here is what matters most. Make the best of what happens from here. I don't know what that is, but I would think it could start with confirming the financial compensation agreement (your share of any settlement) from making Google accountable for their theft. That compensation for you should remain (from a legal perspective), regardless of the current Contempt of Court issue.
Preventing both Constance Nash and Max Sound from any settlement income from Google only benefits Google.
Pursuing a dispute of the agreement with MAXD having been unlawfully modified, if such did indeed happen, is likely best done after all parties receive compensation from Google. The sad truth is that it takes a lot of money to seek justice or satisfaction in the courts. If you prevent yourself from receiving income from a settlement, you may never be able to dispute the activities you believe were improperly conducted by Max Sound.
I may be reaching for optimism here, but yesterday Google submitted new attornies to represent Sergey Brin, Larry Page, Sebastion Thrun, and Eric Teller of Google, in the EA Technology/MAXD case.
It is a mega legal firm....of course....but I found they have some history in acquisitions. See the link below for some info.
https://www.wsgr.com/WSGR/Display.aspx?SectionName=clients
Maybe....just maybe...Google is looking to do the right thing (and best business decision, IMHO), and acquire the technolgy.
See for yourself; all the info is available. Here is a link to the Engineered Architecture/MAXD case. The billionaire founders of Google are personally listed as defendents in this case.
https://www.scefiling.org/cases/docket/newdocket.jsp?caseId=1052
There will be new filings for the separate VSL Vedanti/MAXD lawsuit against Google, after the March 25th case when the court restores full control of the technology rights to MAXD.
You aren't aware of the details of the EA and VSL lawsuits.
Unless TMMI is working directly with Google staff in an effort to license their technology to Google, TMMI will not be at risk.
Google does not, as far as I know, break into buildings and/or hack computers to randomly steal technologies.
Here's a video of the stolen EA Technology, from a GOOG presentation. It's a pretty amazing software system.
In the Engineered Architecture/MAXD vs. GOOG case, MAXD has responded to the initial judge's rulings with some amendments. I would recommend reviewing the amended complaint to learn the story of the GOOG theft of the technology, which is quite sleazy, IMHO.
MAXD is attempting to reverse rulings on a couple of the causes of actions, and we'll see what the judge determines.
Of note is that GOOG valued the technology at having a potential of $120 billion in annual revenues, at a time when GOOG's annual revenues were at $37.9 billion annually. This would explain why the founders of GOOG, Eric Page and Sergey Brin, were personally involved.
This case is moving surprisingly quickly, and, again, dwarfs the VSL case (the VSL/Nash case has no relation to this case at all.)
MAXD is asking for damages as shown:
111. WHEREFORE, Plaintiffs pray for judgment as follows:
112. Actual, incidental, and consequential damages from Defendants, together with
interest, in an amount to be proven at trial;
113. Recovery of amounts by which Defendants were unjustly enriched;
114. For an order requiring that any funds and all profits that Google acquires or has
already acquired by wrongful conduct and any funds and all profits that Flux Factory acquires
or has already acquired by wrongful conduct be placed into a constructive trust for the sole
benefit of Plaintiff;
115. For restitution and/or disgorgement of all revenues, earnings, profits,
compensation, and benefits which may have been obtained by Defendants as a result of such
unfair, unlawful and/or fraudulent business acts and practices;
116. For punitive damages in an appropriate amount to be determined by the Court;
117. Declaratory relief clarifying the parties’ rights under the NDA, ISA, and SOW;
118. For Plaintiffs’ attorneys’ fees and costs in this matter; and
119. For such other and further relief as the Court may deem just and proper.
That's fantastic news! It's great to see some accountability for a change, and lets hope MAXD can follow up with a victory over mighty Google.
Today's MAXD press release with details on the VSL/MAXD history and court events:
http://finance.yahoo.com/news/max-sound-accruing-damages-vsls-233037153.html
All valid points. The simple truth is that any devious activity will eventually have to face accountability. That's true for Google as well; the Attia / MAXD case is additional evidence that Google views technology theft as a standard operating procedure, and that should be stopped.
As for Ms. Nash, my intent is to show her that she needs to evaluate her options, and consider that fighting along the lines she has been is a guaranteed defeat in US courts. With that in view, she should do whatever it takes to help MAXD win a settlement or award from Google, to monetize the TID (Technology in Dispute.)
MAXD needs to do the same; find a way to move away from an emotional fight, move toward saving MAXD from total failure, and ultimately make it a positive value company.
It appears that there will be no mediation or resolution between MAXD and VSL/Nash. That is understandable, but from an investor standpoint, it is unacceptable. The value of MAXD has plunged as a result.
We'll see how it all plays out, but investor patience has run out. That's most discouraging.
It's pretty easy to buy right now; a million shares can be had for only $4K.
I suspect the buyers see it as a fairly low risk that could provide some strong return. I would buy more if I had some spare cash.
Think of it; if you buy at $0.004, you can double your money if it hits $0.008.
For all the long investors, this will be frustrating. The reason is, I believe, that once the price starts climbing in reaction to positive events, it will hit a wall iof resistance quickly as short time investors take their profits. Every time they sell off it will stall any price movement upwards.
My use of the term "VSL Technology" is just what I refer to it as; the technical name can be anything. Let's just call it the "technology in dispute"(TID).
You seem to think I'm part of MAXD, but that's not true. I am a shareholder, and nothing more. I am not, and never have been, an employee or officer of MAXD.
If you read some my older posts, you will see I have been critical of MAXD's management performance so far.
I am a business professional in the USA. I have familiarity of business legal practices.
It appears to me that you are arguing the point of corporate entities, and the way they are structured. One thing you should be aware of is that the corporate entities in the agreement with MAXD were stated to have full control of the TID, and gave MAXD specific rights of that TID to MAXD.
Constance Nash signed that document; in doing so, she represented the information on the agreement as being true.
If the control of the TID was actually in under a different corporate entity, and not as represented in the agreement with MAXD, then the agreement involved fraud and misrepresentation of the TID.
In the US courts, having a different corporate entity other then that represented on the agreement does not allow for a claim that MAXD has no rights to the TID. The entity that signed the agreement represented that they had full control, and could assign to MAXD the TID.
The court is likely to see one of two possibilities; the first, the agreement is legal and all parties must abide by it, or second, the agreement was fraudulent and misrepresented to MAXD. In the latter, MAXD may proceed with appropriate legal action agains the fraudulent activity.
What won't happen is the court allowing any corporate entity not in the agreement to suddenly claim the TID was their's all along, and walk away leaving MAXD, and anyone else associated with the agreement, with nothing.
This type of legal entity shell game has been around for a long time, and laws have long since been created to specifically address and prevent it.
Again, I and other shareholders are all for Constance Nash gaining a share of a financial settlement or award from Google. The technolgy designed appears to be fantastic, and saved Google from falling on their face with Youtube. Google should have embraced and rewarded Constance Nash in a big, big way. Instead, they trashed her, all in the name of greed and power.
Google needs to be punished, and Constance Nash (and MAXD) rewarded. All this internal fighting will bring is benefit to Google, and harm to everyone else. I plead Constance Nash to find a way to resolve the current issues, and turn the focus back on Google.
The court has made rulings on the Attia/MAXD case, specifically to Google's challenges of the Causes of Action. The Causes are the accusations, if you will, of the wrongdoing, the specific reasons for the suit. I am summarizing what I read and understood in the docs. I am not an attorney, and welcome anyone to evaluate the filings and to share their opinions on this case.
Google filed "demurrers", which essentially mean denial requests, requesting the court deny and remove the specific Attia/MAXD Causes. A "sustained" ruling is a win for Google, an "overruled" ruling is a win for Attia/MAXD. Allowing an amendment is essentially allowing a resubmission argument for reconsideration by the court.
1st Cause - Misappropriation of trade secrets.
GOOG demurrer sustained by 3-year statute of limitations (GOOG wins because Attia did not file within 3 years.) Court has allowed 10 days for Attia/MAXD to amend the complaint.
2nd Cause - Breach of Non Disclosure Agreement.
GOOG demurrer sustained (GOOG wins because the most recent NDA of various versions created is not breached, and supersedes previous NDA's.) No amendment by Attia/MAXD will be allowed.
3rd Cause - Breach of ISA (Independent Services Agreement) and SOW (Statement of Work.)
GOOG demurrer overruled (Attia/MAXD win; can proceed to sue for this cause.)
4th Cause - Breach of Good Faith / Fair Dealing.
GOOG demurrer sustained (GOOG wins; argued that the cause was essentially the same as the 2nd cause; the court agreed.) Court has allowed 10 days for Attia/MAXD to amend the complaint.
5th Cause - Relief (financial, restitution, disgorgement, Punitive damages [see below])
GOOG demurrer overruled, Attia/MAXD may seek relief for the 3rd Cause. However, GOOG requested a Motion to Strike punitive damages, which the court granted. I consider this a loss for MAXD, if only that the possibility of punitive damages would have put more pressure on GOOG. Still, the non-punitive damages may be very significant in themselves, particularly in light of GOOG's own valuations.
The key accusation of the 3rd Cause, as I read it, was that GOOG essentially reached a point when it pushed Mr. Attia out of the project, and failed to provide their contractual guarantee to him for his services, and a license for use of his technology.
Attia/MAXD can sue for damages "to be proven at trial". They can also sue for "Equitable Relief". Equitable Relief is not punitive damages. In this case, relief will likely be an injunction preventing GOOG from using the technology going forward, and license fees for use of the technology so far.
What dollar value may come from the 3rd Cause is something I don't know, but it's nice to start from GOOG's own $120 billion valuation. Given the nature of the evidence of the 3rd Cause being essentially proven by way of the written agreements and GOOG's actions (or lack thereof) specific to the agreements, I would hope for a Summary Judgement Request from MAXD relatively soon, or a rapid settlement agreement between MAXD and GOOG. But it is GOOG's nature to delay legal matters as long as possible, and their legal teams are very good at it.
Here is a link to the 14-C filing.
This brings total authorized shares of MAXD to 1.65 billion.
http://www.sec.gov/Archives/edgar/data/1353499/000135349916000033/maxd_final14c2016.htm
These are authorized shares, but not issued shares. What that means is that no dilution has occured; the float shares remain the same.
The concern here is that these shares can be issued anytime in the future, and potentially dilute the current low value of MAXD shares even more.
Let's hope management has a plan that won't let share value be depleted any more then it already has. We need to see movement in the other direction, increased share value.
Noob, don't you even know what pump and dump means?
Seriously, are you awed by a tenth of a penny uptick? Do you run outside and scream "pumping stock, pumping stock!"
We saw the pump and dump posters in November last year. "Blue skies", remember?
Please post to inform/benefit all, not just to be a Richard.
Go away. Believe anything you want, that's fine, but go away.
Thank you for the correction Quantum. It's an incredible valuation, is it not?
I would think in a court venue, Google's valuation will carry a lot of weight, and, in this case, to Google's detriment.
It's not a completely pie-in-the-sky valuation. The nature of the software would be to have a fairly high initial consumer acquisition cost, with additions for network licenses, and custom enhancements / additions.
On top of that would be annual maintenance upgrade subscriptions, and revenues from manufacturers to have their products placed in the software library, which would be modified on a regular basis. The recurring revenues could be amazing.
The software has a global application, and any architect anywhere in the world would want to have it. The cost savings it will provide them is indisputable.
The "production" overhead cost of software is extremely minimal. It's data, so it's not like building a car. That makes for very high profit margins.
All in all, this has, IMHO, a bigger potential then the VSL case.
The Netflix case is regarding the VSL technology, and they have no association with the Eli Atta/MAXD case.
These are two distinct lawsuits. In fact, I do not believe the courts allow any info/rulings/evidence from one case to be used in the other, unless they were shared activities. For example, the Post-it notes have no relationship to this case.
That was my thought when I first saw this; today's hearing was never intended to rule on the contempt. That was always going to happen on the March date.
As today was listed as an Exparte hearing, I assumed it was to confirm the exparte ruling, and that alone.
Now we know it was an expedite request, and I would have expected it to be denied due to normal court cases backlog. A March hearing is quick by US court standards.
Regarding EAT / Eli Atta; this case is proceeding. Here is a link to the court's web site. All the documents can be downloaded for free.
https://www.scefiling.org/cases/docket/newdocket.jsp?caseId=1052
Coming from the construction industry, I believe Mr. Atta's design is incredibly brilliant! So does Google, and they placed a value on it of something like $20 billion in potential annual revenues. No, I'm not exaggerating that.
It was so impresasive to Google, that founders Larry Page and Segey Brin personally worked on it. They are named in the suit.
If you have an interest and skill in the legal process, I invite you to go through this and share your opinion. At first glance, it appears to me that Google responded to the complaint (and I'm oversimplifying this, but for the sake of brevity) by saying "yes, we did the things we're accused of, but Mr. Atta's statute of limitations has expired, and he can't sue us".
MAXD's legal team responded by presenting an argument that the statute of limitations is not yet expired, because it did not start until a date later then Google claims.
If my observation is correct, or more accurately if the court sees it as I do, Google has hung themselves if the action by MAXD/Atta has been done prior to the expiration of the statute of limitations.
Explain your comment "judo dwarf"?
LOB, LEAVE !!!
All you're doing is creating conflict, and inciting anger, through insult and disrespect.
You do not acknowledge any information contrary to your agenda, and rapidly dismiss anything and everything you do not like. You are counterproductive to everyone here, and each additional post you submit discredits you more!
Go play somewhere else.
What you fail to understand is how the legal process works. If a contract is thought to have been breached, you must take court action to have it ruled as such.
To this specific event, VSL would have to file suit against MAXD for breach of contract. Only after a court rules that MAXD is in breach could VSL proceed without adhering to the agreement. Until then, they are bound to it. The reverse is true for MAXD.
This is pretty basic stuff for business professionals.
For reference, here are some key statements from the VSL/Max Sound agreement. i recommend you view the agreement yourself if you want to get the full break down.
I underlined some areas for emphasis.
THIS AGREEMENT ("Agreement") on May 19, 2014 is entered into by and between Max Sound Corporation, a Delaware corporation (hereinafter "MAXD") with its address at 2902A Colorado Avenue, Santa Monica, CA 90404 and VSL Communications (hereinafter "VSL") with its address at Great Eagle Centre, 21st Floor, 23 Harbour Road, Wanchai, Hong Kong. VSL is the lawful rights holder of all worldwide Intellectual Property Titled Optimized Data Transmission System and Method ("ODT"). Together MAXD and VSL shall hereinafter be the ("Parties"), and
WHEREAS, before the Closing Date, VSL legally owns and controls all of the worldwide rights, title and interest to all fields of use of its Trade Secrets, Patents, and all other know-how, through its affiliated entities and owners, including the rights to license, the rights to develop and market ODT and the Rights to Sue ("RIGHTS TO SUE") and Legally Defend and Uphold its Intellectual Property, Trade Secrets and Proprietary Technology. ("TECHNOLOGY").
(a) License Grant. Subject to the terms and conditions of this Agreement, at the Effective Date, as defined herein, VSL hereby grants MAXD the Exclusive Worldwide License to ODT Technology.
Pre-approved Claims. VSL grants MAXD the Exclusive Right to Sue pre-approved violators of VSL's intellectual property rights. VSL agrees that MAXD will bring forth any Legal Claims pre-approved by VSL. VSL has pre-approved the Margin Note Claim as the first such matter that MAXD will bring forward. VSL has pre-approved an additional Claim against all receivers of VSL Trade Secrets. VSL will be a Co-Plaintiff in any Lawsuit at VSL's option and/or if the Law Firm selected to represent the case clearly demonstrates that VSL's participation is in the best interest of the parties and can produce the best possible outcome within the shortest time lines.
1.02 VSL Opportunities. As Exclusive AGENT, MAXD will act on behalf of VSL to facilitate and negotiate all opportunities on behalf of VSL and ODT Technology to Companies, Organizations and other qualified Entities. Upon any closing, VSL shall receive 50% (Fifty Percent) of Gross Dollars and MAXD shall receive the other 50% (Fifty Percent) of Gross Dollars, at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees (See 1.01(1)(ii)).
1.03 Exclusive ODT License to MAXD. VSL is granting the Exclusive Worldwide License to MAXD to VSL's ODT Technology for all fields of use.
Effective Date. Subject to the terms and conditions of this Agreement, the effective date of this Agreement, shall be the date of the last executed signature affixed to this agreement, and other milestones contained herein, but in any event no later than May 24, 2014.
1. VSL represents that it owns the VSL Technology and has all right, power, authority and ownership and entitlement to file, prosecute and maintain in effect the Patent application with respect to the VSL Invention, and
2. The VSL Technology was invented by Constance Nash the Inventor
I agree, I think TruMax has a huge upside. Let's hope the audio/video industry takes advantage of it!
Because you seem to think they are. :)
Don't you get it?
Seriously LOB, go away.
I would love to see the court rule on everything tomorrow, but it appears to be only on the Exparte.
Ms Nash, just some thoughts I would like to share:
- I'm sorry for the disappointments in the relationship with MAXD so far. I think most everyone wants to see you succeed with MAXD, no one wants to see one side succeed at the expense of the other.
- Please put the personal feelings aside as much as possible, and work to make the best out of what lies ahead.
- Never, ever trust Google again. They stole your invention, claimed it as their own, bragged about it, and have made billions of dollars from it. Do you honestly believe they are now your friend? They have only one purpose for you now, to destroy any possibility of legal accountability for what they have done. At this time, that means stopping MAXD. Once they accomplish that, they'll then dump you again. Don't let Google do you wrong again.
- Never ignore a US court legal order. To do so makes you an enemy of the court; you aren't ignoring a MAXD order, but a US judicial court order. It doesn't matter whether the court order was right or wrong, just or unjust, or even what the court order was based on. If you violate it, the issue becomes that you willfully broke the law, and you can be prosecuted based only on that willful act. The content of the court order is irrelevant; an order is an order, and must be obeyed.
- Don't post any case based info here. We can't help you. You may risk court sanctions in doing so. In matters that go into the legal arena, the courts are the ones that decide who's right and wrong, and everything in between. What they say stands; focus on them.
- My own experience is that legal actions are generally lose/lose propositions. Still, suing Google for what they have done is a very worthy cause. Fighting with MAXD while Google slips away clean is an assured lose/lose. I would recommend getting back to seeking legal compensation from Google.
I wish you well, I wish MAXD well, I wish all of we shareholders well. There's been enough losing in this venture so far. Time to stop the bleeding, and move on.
Enough of this license agreement crap. The courts will (or have) determine the validity of the license.
The courts are not determining their rulings based on opinions of the posters on this board, myself included. That's the reality of the matter.
Lifeofbrian, take a hike. Your agenda is stated, you don't need to keep repeating it. You have no credibility, as you repeatedly ignore all information contrary to your specific view.
You don't like MAXD. We get it. None of us need to hear it anymore, your point on that is well taken.
You're incompetence in forum discussion is noted.
Stop wasting everyone's time. Please, don't go away angry, just go away.
Tomorrows hearing appears to be only regarding the Exparte ruling. The rest is still set for March 25th.
MAXD filed service on the Exparte, which I read to say it is ruling that the court will be able to rule if VSL is not present.
Wow...I miss a day or two, and come back to a blood bath! Not pretty.
I'm sure the San Diego court will take your post in as a final determination, and change everything based on it.
Not!
Patience before panic; lets see what the courts rule in the March hearing. Also, I recommend reviewing court documents and proceedings over relying on the posts here over the last two days. Still, it's your choice.
Things suck, and none of us wanted to see the stock where it is (well, maybe some posters wanted it down this low), but all that's left to do is to try to make the best of a bad situation. I'm not sure what it will take to do that, but an emotional panic approach probably isn't it.
Be sure you're not filing any complaints on emotion and spite. This is not a one-way option; look up the meanings of slander and libel. If you're not playing within the rules, you can be held accountable.
Wait LOB, weren't you just crying "Pump and Dump?"
If you look, there appears to be a single trader selling low, while the other Ask prices are much higher. Perhaps this is Nash, or another large shareholder trying to clear their position? I'm pretty sure it has nothing to do with posts on this board.
I am not Lloyd Trammell, as someone suggested. However, I was fortunate enough to once meet him several years back.
The man is a genius, and I don't mean that to complement, but to state a fact. He's a very high IQ, a brilliant mind, and with experience in audio/music going back to his teens. He can be a bit challenging to talk to, because his mind moves at a fast pace and at a very high level of knowledge. Even so, he appeared to me to be a kind person, a man with a very good heart, and I very much enjoyed spending some time with him.
I know it has to be frustrating for him to see his invention still sitting on the sidelines after all these years. I can relate, as I had a product design that never spread beyond isolated projects, failed by the greedy and arrogant management of two different companys. It's amazing what destruction an ego can bring. I never understood why someone would choose their own vanity over financial success, but it happens. Let's hope MAXD can avoid that pitfall, and the MAXD technology can get out there to the whole world.
He does have some business litigation experience as well, and much of real estate law is contract law. But he does not appear to be a "heavy hitter" of a legal firm. Who knows? He may have some strong relationships in the San Diego court.
Still, I think the issues are pretty clear cut here. There are written, signed agreements, and historical actions.
The court, so far, has ruled that the agreements are valid, and the actions of VSL are cause for a contempt of court conviction, which is set for confirmation (or not) in March.
We wait. Personally, I hate waiting, but oh well!
Maybe we can get back to the business at hand; MAXD moving forward with the MAXD technology sales, and the court cases working themselves out.
Regarding the legal, one can choose whatever position they want; MAXD bad, VSL bad, Google innocent, etc. Our opinions change nothing; ultimately the courts will decide what is what. Again, the courts themselves may or may not rule correctly, but it will be legally defined as correct because the court says so, and everyone will have to submit to the court's decision.
MAXD needs to start logging some sales successes for the sound technology, closing some of the deals already in the works, and possibly gaining new ones with the TruMax package. It's time to light the sound technology candle, and get this rocket launched. Six years on the launch pad is long enough.
All investors need to stay updated on the legal proceedings, but so too acknowledge that we have no impact on the decisions in the court rooms. I think the best option there, in seeking information, is to review posted filings from the court, and decide what impact it may or may not have on the stock in the near and long term.
The litigation is for violations of the agreement.
To your argument Nautorious, how could MAXD litigate without a licensing agreement? The legal action taken is based on an agreement; if the agreement had no content related to the legal complaint, it would not have proceeded beyond the first hearing; it would have been dismissed.
The fact that the case has proceeded shoots down your claim.
Don't mean to offend, but I don't believe MAXD answers to you! I might be wrong on that, and you're welcome to present your position and authority that requires MAXD to account to you.
If you believe you can up and demand any company's internal documents, just because you want to look at them, I guess more power to you. If you have any business expertise, you know that internal documents are just that; internal.
The arbitration court has reviewed the agreements, and apparently has made decisions that indicate MAXD to be validated in their argument. The March hearing will seal the deal, and until then it's a pending situation. The court, from all I've seen, has not ruled in support of Vedanti / VSL.
You may not like it, but the court is the one who will dictate the enforceable rights of any agreements between Vedanti / VSL and MAXD, not any of us.
Pump to what? A penny? Two cents? Woohoo!
This info is not pumping. The only thing that will get MAXD stock up to where it should be is revenue; in the bank, not in forecasts.
The only ones pumping the stock these days is the market makers pushing it up and down routinely for a quick, but easy, small profit. They have no long term interest, and that's their prerogative. They came out of the woodwork prior to the December 8th hearing in Germany, pushing lots of single line posts to excite people.