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Not quit sure, it does say dismissed.
Updates on Court Site:
Documents Filed
12/15/2021 Order - Dismissal
Filed by Court
12/15/2021 Minute Order ( (Case Management Conference))
Filed by Clerk
12/15/2021 Notice (of Continuance of CMC)
Filed by NOW SOLUTIONS INC., a Delaware Corporation (Defendant)
12/10/2021 Answer
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Cross-Defendant); Robert Farias (Cross-Defendant)
12/10/2021 Notice of Ruling
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Cross-Defendant); Robert Farias (Cross-Defendant)
Proceedings Held
12/15/2021 at 08:30 AM in Department 39
Case Management Conference - Not Held - Continued - Court's Motion
Register of Actions
12/15/2021 at 08:30 AM in Department 39
Case Management Conference - Not Held - Continued - Court's Motion
12/15/2021 Minute Order ( (Case Management Conference))
Filed by Clerk
12/15/2021 Order - Dismissal
Filed by Court
12/15/2021 Notice (of Continuance of CMC)
Filed by NOW SOLUTIONS INC., a Delaware Corporation (Defendant)
12/10/2021 Notice of Ruling
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Cross-Defendant); Robert Farias (Cross-Defendant)
12/10/2021 Answer
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Cross-Defendant); Robert Farias (Cross-Defendant)
Doc, that sounds almost exactly what Sawblade is doing.
I wonder if Memristors are part of what you posted?
I know Sawblade is working with Memristors and the securiy fabric this sound like the same animal
I believe it will be a declass platform too.
Can't wait to see what happens to fukbook and Twatter. Good by Tyrants.
Memristors
Good news gang. JQ just texted me this message reply below and gave me the OK to release this to you all here on VCSY Chat:
"The larger capital is (still) being pursued. It will likely happen Mar-Apr (2022) time period. $5K (shares) minimum will likely remain. .02 (2 cents) shares and 20% warrants @.02 as was previously."
Report to moderator Logged
The board has created another letter to the Shareholders. You can view under announcements on the VCSY website.
Dear VCSY Shareholders,
December 2, 2021
It has now been a year since you, the shareholders of Vertical Computer Systems, Inc. (“VCSY”), demanded significant change including the removal of the then-current directors Richard Wade and Bill Mills.
Once the new Board of Directors (the “Board” or “BOD”) was constituted, we removed Wade and Mills from all corporate officer and executive positions at VCSY and its subsidiaries. The Board removed Wade as the President and CEO of Vertical and the Chairman of Now Solutions (“NOW”) among other subsidiaries for Wade’s failure to perform his fiduciary duties, as well as executive mismanagement including: (a) the SEC’s deregistration of Vertical’s common stock due to his failure to maintain SEC compliance (including audits and periodic 10-K and 10-Q reports); (b) accumulation of tax liabilities (payroll taxes), (c) failure to file corporate tax returns, (d) taking unauthorized distributions for personal gain, (e) entering into nefarious agreements, as well as neglecting in other areas of the business at the same time. Mills was removed as the Corporate Secretary of Vertical.
The first significant step taken was to assemble the new Board with significant business and technology experience to assess VCSY and its subsidiaries, including its viability to continue operations, to identify and remove risks where the Board could act and to look at every avenue to help VCSY move forward.
The company has retained operational continuity at the VCSY level with Freddy Holder, Laurent Tetard and Jim Salz while the NOW team has functioned more optimally having been freed from constraints imposed by Wade. Other members of the Board have worked well beyond the scope of what they were contracted to do as the Board has taken on additional executive roles in order to operate the company. This is important to note as you review what the new Board has done since created a year ago, as well as the many obstacles both addressed and those we continue to address.
We as a Board believe it is very important to provide you, our valued shareholders, with the transparency you deserve and the continued challenges we face to keep this company moving and return to trading when it becomes feasible to do so.
As a proven and successful expert in past turnarounds, and currently serving as the interim CEO of VCSY, Len Chermack has been and successfully addressed the problems we are facing here at Vertical with his previous turnarounds, but never all at the same time right out of the gate. We believe we have come far in a year at VCSY and with proper funding, successful resolutions to VCSY’s outstanding legal issues, and an emphasis on a strategy that grows existing business and technology will offer the best opportunity for you, our valued shareholders.
Let us look at the company from October 30, 2020 (the day the new Board was formed) to today under our leadership:
2020-2021
• New BOD and Executive Team. Successfully removed old VCSY BOD and installed new BOD
o Removed Wade and Mills from all BOD roles and executive positions at both Vertical and its subsidiaries, including Now Solutions, and replaced with members of the BOD
and Freddy Holder as CFO.
• Maintained Corporate Status. Kept VCSY and Now Solutions’ Delaware corporate status from becoming inactive due to non-payment
Website: http://www.vcsy.com
• Settlement with the SEC. Under severe penalty which would have deregistered VCSY with the SEC and prevented VCSY from ever trading again, we filed the necessary interim SEC filings that were delinquent to keep VCSY trading through 2020. At the same time, the VCSY BOD/team utilized external legal counsel to negotiate settlement with the SEC that resulted in VCSY having the ability to return to trading once the necessary audits are in place by an outside auditor.
• Recovery of Company Tangible Property and IP. Our first order of business was to recover company tangible assets and IP from our old Renner Road office since Wade had not paid rent for over approximately one year and ignored demands from the lease holder for most of 2020. This put the company’s ability to continue operations in severe jeopardy. It also created a major liability issue concerning data exposure since not only were all corporate and legal files in the office but so were critical servers containing company IP and client data. VCSY was able to first secure access to the NOW servers to meet customer backup and upgrades. The old office also had many important documents necessary to prosecute legal matters and comply with discovery, HIPAA and employee information and other personal data, all of which posed significant exposure and financial risk to both VCSY and the landlord. After securing NOW’s servers in a new secure location and removing the risk to both the company and the lease holder, Len Chermack and Freddy Holder along with outside attorney Pete Harry successfully negotiated with the lease holder to accept a new payment schedule. These successful negotiations allowed access and the removal of critical servers and storage devices with Vertical IP (including Ploinks®), as well as legal and financial files, corporate records and other assets.
• Secure Servers, Company IP and Data. Len Chermack negotiated with the owner and close friend who owned CoreSpace, a secured 24/7 data center and allowed for storage in Dallas for the materials removed from the old office. The BOD and the executive team personally moved servers, files, and other assets to CoreSpace, where data is secured with the necessary certifications in place. VCSY and NOW restored servers to operational status. Consequently, VCSY and NOW are no longer exposed and now meet or exceed the best practices for IT audit compliance.
• New Office Space. With the Covid-19 pandemic, company employees have been working remotely so the Board secured new office space to receive mail and host in-person meetings as necessary.
• Shareholder Advisory Board. Furthering the new Board’s commitment to transparency and better access to shareholders, we established an external Shareholder Advisory Board to maintain inputs and open dialog with the VCSY BOD. Its members include Gary Adams, Nicole Adams, Tom Bacha, Tom DeJuneas, Rick Chiarello, Joe Fletcher, and Michelle Latham, with Jon Snyder leading the group as its chairman. We regularly consult with the members of the Shareholder Advisory Board and generally meet with them monthly.
• Litigation Updates. We are actively proceeding with litigation.
o On October 18, 2021, certain shareholders and VCSY settled with former VCSY Director William Mills. Under the terms of the settlement Mills returned 5,200,000 VCSY common shares to certain shareholders who helped fund the lawsuit and Vertical as well as cash from settlement proceeds. VCSY will be reducing any liabilities related to Mr. Mills and his law firm Parker Mills, LLP on its balance sheet by almost $600,000
Page 2 of 4
Website: http://www.vcsy.com
o The litigation updates on the VCSY FAQs page are updated on the VCSY corporate website to keep the shareholders informed about the company’s efforts in prosecuting ongoing actions against Lakeshore, Robert Farias, Richard Wade and others without exposing information detrimental to our strategy.
• NOW Solutions. The Board and the executive team at NOW have helped stabilize this subsidiary. Several Board members and the NOW executive team are actively identifying prospects as well as strategic partners to expand and return growth for this important asset. The upside opportunity for growth of NOW with a new SaaS-based offering can be strategic and an important contributor to VCSY.
• Ploinks®. Luiz Valdetaro continues to update Ploinks®. The Board continues to evaluate and identify potential opportunities to develop the Ploinks® platform in order to find commercial uses for this technology. To assist with our efforts, we are leveraging external advisors who are bringing their industry and technology experience to help guide our potential market solutions and the platform features/capabilities focusing on the B2B and B2C industry solutions.
• Capital Raise. We have raised capital through private offerings in 2020-2021 through our valued and dedicated shareholder base. We thank those of you who have helped out so far during this year.
Our 2022 Outlook and Goals
As you are aware, VCSY needs the necessary funding to continue to execute the go-forward strategy. We will continue capital raise initiatives because the need to raise money is imperative. Institutional money as well as outside investment is where we would like to be, but the current conditions will not attract such investors at this time due to excessive debt and the legal actions underway which have to be funded. A fire sale of certain assets is an option of last resort, but we do not believe it to be in the best interest of our shareholders given what we see with the potential opportunities and the discount required to unload such assets. With sufficient funding, we believe we can meet the following goals:
• Getting current employees and BOD caught up on compensation immediately to have the commitment to continue forward.
• Hire and insert full-time management and sales/business development, software development, and operations positions.
• Growing NOW with additional personnel and distribution partnerships.
• Continue to pursue potential opportunities to develop the Ploinks® technology and
commercialize and establish a development & business development team.
• Conduct necessary audits of VCSY and subsidiaries to meet compliance in order to get VCSY common stock trade again.
• Negotiate a settlement with the IRS for past due payroll taxes and caused by Richard Wade as well as compliance for all past due corporate income tax returns.
• Hold a Shareholder Meeting.
Page 3 of 4
Website: http://www.vcsy.com
NOW Solutions is generating revenue and is seeking opportunities to grow its business, and we see very positive potential down the road. The Board has restored confidence with the employees of NOW, and, with the assistance of Marianne Malcolm, NOW’s CEO, we have even been able to secure the return of critical employees who had left under Wade. As we announced over the summer, NOW did add a new client and is actively making proposals in an effort to grow its customer base.
There is great deal of work still to do, and proper funding is required to reach our goals. Several existing shareholders have stepped up. We have some that have kept the D&O current and assisted in their commitments to cover legal bills to prosecute the various legal matters we are pursuing against the nefarious business dealings by Richard Wade entered into in his interest and not the best interests of the shareholders.
What you may not know is the amount of effort the Board of Directors has given and the fact we meet weekly. We are not getting paid as contracted for our services beyond simple board oversight and, as noted above, we have committed time and resources well in excess of services typical of directors.
“The Board has been extremely accessible and transparent at all times with us,” stated Jon Snyder Chairman of the Shareholder Advisory Board. “Based upon the Board’s performance so far, I feel that VCSY is finally on the right track and with additional interim funding, the current team can get us on a path to building a profitable company.”
We believe VCSY has an opportunity with correct interim funding to find its way to profitability. But we need to ask each of you to review your situation and consider contributing further to this effort.
We thank you, our valued shareholders, in advance for being a part of the solution. Sincerely,
________________ Len Chermack
CEO, VCSY
VCSY Director
________________
James Salz
VCSY, NOW, and Ploinks- Corporate Counsel & Secretary VCSY Director
________________ ________________
Mike Short
Chairman, VCSY
VCSY, NOW and Ploinks Director
________________ Scott Winning VCSY Director
John Adler
Chairman, NOW
VCSY, NOW and Ploinks Director
Page 4 of 4
Website: http://www.vcsy.com
You will be back.
Ill be BACK.
See you soon.
You speculate, I do not.
But you always come back.
Welcome back.
You guys need to relax, here watch this.
A little entertainment from developing technology.
Imagine where we will be in 10 years.
Enjoy the show.
BOSTON DYNAMICS
Do You Love Me?
35,371,177 viewsDec 29, 2020
Here, this is about business.
The only soap opera going on, is on this board.
The new team is all business.
FAQ has been updated.
2. Lawsuit vs Farias - Lakeshore Investments, LLC vs. Now Solutions, Inc., Vertical Computer Systems, Inc.
Our motion to file a Cross-Complaint was granted in December 2020. Under the amended cross-complaint we are seeking damages in excess of $5.5 million. On May 17, 2021, Lakeshore filed a motion to strike and demurrer to the amended cross-complaint. Vertical and NOW Solutions filed oppositions to these motions. We filed an amended cross-complaint on August 11, 2021. On September 7, 2021, Lakeshore filed a motion to strike portions of the amended cross-complaint and Lakeshore filed a demurrer to the amended cross-complaint. On September 24, 2021, Vertical and NOW Solutions filed oppositions to these motions. Lakeshore filed its reply briefs on September 30, 2021. On October 15, 2021, the court overruled Lakeshore’s demurrer with respect to the first cause of action (breach of contract) and the seventh cause of action (Common Count). While the court sustained Lakeshore’s demurrer with respect to the second, third, fourth, fifth and six causes of action without prejudice to Vertical and Now Solutions.
On October 18, 2021, Robert Farias filed a motion to strike portions of the amended cross-complaint and he filed a demurrer to the amended cross-complaint., On November 3, 2021, Vertical and Now Solutions filed oppositions to these motions. On November 17, 2021, the Court overruled the demurrer by Defendant Farias to the second cause of action (for Breach of Contract) and sustained the demurrer by Defendant Farias to the first, third, fourth, sixth, and eighth causes of action. Farias did not demur on the fifth cause of action (Breach of Fiduciary Duty), so that cause of action remains in the Vertical and Now’s cross-complaint. For the seventh cause of action (Common Count), the court overruled the demurrer to the extent this cause of action asserted a claim for Money Had and Received and sustained the demurrer to the extent this cause of action asserted a claim for Unjust Enrichment. The Court denied the motion to strike by Defendant Farias, as the claim for punitive damages may be predicated on the cause of action for Breach of Fiduciary Duty, and the allegations made by Vertical and Now Solutions were sufficient for purposes of the pleading stage.
Discovery is ongoing. We will provide limited updates on material developments on the status of this lawsuit that become publicly available in court.
While access to the filings in this case is open to the general public, you will need to sign up for an account and pay fees to access this case.
Los Angeles Superior Court- Case Portal Case #: 19STCV15381
What is the status of Ploinks®?
What is the status of NOW Solutions?
Why did you move offices?
What is the status of an annual shareholder meeting?
How to get in touch with our Shareholder Advisory Board?
http://vcsy.com/faq.html
Kona, I have been sleeping very well lately.
Do you want to sell your shares pos.
I sleep well lately.
HMM
Sounds like Memristors
So it was a mixed bag but overall, I think it worked out well for VCSY. In the cross complaint there were 7 causes of action:
1. Breach of contract against Lakeshore and Robert Farias
2. Breach of contract against Robert Farias
3. Fraud against all cross-defendants
4. Negligent misrepresentation against all cross-defendants
5. Breach of fiduciary duty against Robert Farrias
6. Conversion against Lakeshore and Robert Farrias
7. Common counts, money had and received, and unjust enrichment against all cross-defendants
8. Unfair competition against all cross-defendants
The judge sustained (he sided with VCSY/NOW) the 1st (by default it includes the 2nd) and the 7th causes of action. He would not allow any further cross-complaint updates at this time but ruled with prejudice which means if VCSY/NOW can come up with more conclusive evidence, they can file it at a later date.
The bigger news is he was ticked off at Lakeshores attempt to thwart further discovery to the point where he fined both Lakeshore and their attorney. VCSY/NOW have asked to depose a PMK (person most knowledgeable) which would be Lakeshores accountants. Here is what the judge wrote:
Lakeshore argues that it already made Robert Farrias available for a PMK deposition when
counsel for Now Solution and VCS noticed his deposition as an individual. (See Declaration of
Jonathan Nguyen, Exh. A, p.1.) This was not proper and does not preclude the moving parties
from proceeding with this motion. The Court also finds that this constitutes an abuse of the
discovery process, supporting the Court’s decision to award sanctions in connection with this
motion.
Based upon the foregoing, the moving parties’ motion to compel is granted. The moving parties
also seek sanctions in the amount of $3,980 against Lakeshore and its counsel-of-record,
Jonathan Nguyen. The Court finds that the refusal to make the PMK available for a deposition
constitutes an abuse of discovery that warrants monetary sanctions. The Court orders Lakeshore
and its counsel-of-record, Jonathan Nguyen, Esq., to pay sanctions in the amount of $2,461.65
based upon six hours at a reasonable billing rate of $400 per hour plus a filing fee of $61.65.
Ouch! The judge also ordered them to make available to NOW/VCSY legal team the PMK within 30 days. Next court date is set for 12/15/2021 at 08:30 AM
It looks as though the 30 days has past. Imo
Every single think Wade said was a lie.
You really are a piece of work.
Why do you think Scott Winning and all of the rest of the new board would waste their time and effort on a company you think is dead.
Asking for a friend.
Why would this mess ever trade again?
So you take is this will never trade again ?
It's not really his shares we want.
Lakeshore owns 25% of Now solutions, and we want it back.
This is a response from Joe Noonan.
He lost on some major points. Breach of contract, and failure of fiduciary trust. He’s an idiot if he doesn’t settle. This will be settled, and I think soon. The 30 days to present the people needed by NOW for depositions is almost up.He needs to do something or risk being fined by the judge again.
Here are the results of the Farias hearing today.
CONCLUSION AND ORDER
The Court orders as follows:
1. The Court sustains the demurrer by Defendant Farias to the first, third, fourth, sixth, and
eighth causes of action. The Court does not afford leave to amend, as Now Solutions and VCS
have had prior opportunities to resolve these issues, and it is clear to the Court that no
amendment would be successful.
2. The Court overrules the demurrer by Defendant Farias to the second cause of action (for
Breach of Contract). Defendant Farias did not demur to the fifth cause of action (for Breach of
Fiduciary Duty).
3. The Court sustains in part and overrules in part the demurrer by Defendant Farias to the
seventh cause of action. The demurrer is overruled to the extent this cause of action asserts a
claim for Money Had and Received. The demurrer is sustained to the extent this cause of action
asserts a claim for Unjust Enrichment.
4. The Court denies the motion to strike by Defendant Farias, as the claim for punitive damages
may be predicated on the cause of action for breach of fiduciary duty, and the allegations are
sufficient for purposes of the pleading stage.
5. Counsel for Defendant Farias shall provide notice and file proof of such with the Court
I think it will be 6 months to a year before we start trading again. Imo
Wade had 80 million shares, it could be less now.
Sure would be nice to recoup those shares.
Wade is broke and his shares are probably all he has left.
He will not go down easily, he will keep firing his lawyers and delay.
At some point the judge may put an end to his shenanigans
No problem Doc.
I don't think I can say anything about Mills, I was one of the plaintiff's in the case.
He settled, and can't go beyond what's in the FAQ.
The FAQ page on the Vcsy website has been updated.
The new Board is working 24/7 for it's shareholders.
We got back 5.5 million shares back from Mills.
Last Updated: November 15, 2021
What is the status of getting VCSY stock trading again?
What is the status of the Lakeshore and Shareholder Derivative Action lawsuits?
UPDATED
We cannot disclose our strategies for ongoing legal proceedings. However, we do want to provide you with a general update on the status of the following legal proceedings:
1. Litigation Against Richard Wade and William Mills
a. Dallas Lawsuit
On May 25, 2021, the plaintiffs filed a non-suit against William Mills (“Mills”), the former director and corporate secretary of Vertical. Please see the Collin County Action below for more details.
Due to Richard Wade’s continued failure to comply with discovery requests, Vertical intends to prosecute its case against him back at the Dallas court where the derivative action was filed. The trial date is set for April 19, 2022.
To view all filed documents concerning this lawsuit, please visit the Dallas County court online portal at:
Dallas County Courts- Case Portal Case #: DC-20-06209
b. Collin County Action (Richardson, TX): Certain Shareholders vs. William Mills
On June 11, 2021, certain shareholders (who originally filed the Dallas lawsuit) filed a new lawsuit against William Mills. On October 18, 2021, this lawsuit was settled between certain shareholders, Vertical and Mr. Mills. Under the terms of the settlement, Mr. Mills returned 5,200,000 VCSY common shares to certain shareholders who helped fund the lawsuit and Vertical as well as cash. All parties mutually released one another and Vertical will be reducing any liabilities related to Mr. Mills and his law firm Parker Mills, LLP on Vertical’s balance sheet by almost $600,000 when the court entered the Agreed Order of Dismissal. For more details about court filings for this case, please visit the Collin County Courts Case Portal below. Please note that copies of actual filings are not available online.
Collin County Courts- Case Portal Case #: 380-3102-2021
Due to Richard Wade’s continued failure to comply with discovery requests, Vertical intends to prosecute its case against him back at the Dallas court where the derivative action was filed.
2. Lawsuit vs Farias - Lakeshore Investments, LLC vs. Now Solutions, Inc., Vertical Computer Systems, Inc.
Our motion to file a Cross-Complaint was granted in December 2020. Under the amended cross-complaint we are seeking damages in excess of $5.5 million. On May 17, 2021, Lakeshore filed a motion to strike and demurrer to the amended cross-complaint. Vertical and NOW Solutions filed oppositions to these motions. We filed an amended cross-complaint on August 11, 2021. On September 7, 2021, Lakeshore filed a motion to strike portions of the amended cross-complaint and Lakeshore filed a demurrer to the amended cross-complaint. On September 24, 2021, Vertical and NOW Solutions filed oppositions to these motions. Lakeshore filed its reply briefs on September 30, 2021. On October 15, 2021, the court overruled Lakeshore’s demurrer with respect to the first cause of action (breach of contract) and the seventh cause of action (Common Count). While the court sustained Lakeshore’s demurrer with respect to the second, third, fourth, fifth and six causes of action without prejudice to Vertical and Now Solutions.
On October 18, Robert Farias filed a motion to strike portions of the amended cross-complaint and he filed a demurrer to the amended cross-complaint, On November 3, 2021, Vertical and Now Solutions filed oppositions to these motions. The hearing for the Farias’ motion to strike and demurrer is scheduled for November 17, 2021.
Discovery is ongoing. We will provide limited updates on material developments on the status of this lawsuit that become publicly available in court.
While access to the filings in this case is open to the general public, you will need to sign up for an account and pay fees to access this case.
Los Angeles Superior Court- Case Portal Case #: 19STCV15381
http://vcsy.com/faq.html
We have to finish the lawsuits first.
I would guess they will be over by the years end.
Let's see what happens with the Farias case this Wednesday.
Is this him?
Kona. we have to go Frame, By Frame?
Right?
It took 20 years for Wade to fuk up this company.
Motherload is correct ,that we shareholders were too complacent during those years of agony.
That is history.
Lawsuits first.
Then lots of demand for wallpaper, IMO
Playing my strat.
I forgot to look up your friends band, but I will.
King Crimson - Frame By Frame
136,157 viewsFeb 18, 2021
Enjoy the show.
Ps, tell The Motherload to take me off ignore or he's going to miss all the fun,
Doc, every thought Port had is coming true, and much more.
What is holding up IBM and all the rest of the big tech companies from moving forward with the Memristors concept Since 2010?
What would be in the way of their progress?
I mean these are huge companies that have all the money in the world, Right?
At least they thought they did .
They have hit some sort of roadblock>
Why?
12 years to figure out how important Memristors are to the world, and we hear nothing from the computing world about Memristors progress?
I need some more wallpaper, anyone want sell your worthless wallpaper?
Ill give you .001 a share.
Cough up the certs.
Fender Strat
winning, winning, winning
Life is good.
For the listening pleasure of the long lost vcsy investors.
Whats old is new.
One of the best bands ever that was never heard of,
Until now.
Each member of the band plays mutable instruments.
The most talented musicians in the world would not take the bait of the cooperate moguls.
Gentle Giant live 1974