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CLYW 3c will run again to 50c:
http://www.calypsowireless.us/joomla/
New management announced yesterday retainment of high profile law firm to go after T-Mobile and other carriers for ASNAP patent infringement.
Sorry, you are wrong.
Yes Calypso still owns the patents. Yes the USPTO just does what the paperwork says. Yes Baxter dug himself a hole.
The Baxter patents have not been resold. That is a blatant lie and you can be taken to court for it. I checked with someone intimately inlvolved. I will forward your post to the company.
I've talked to both recently and they both say things are coming together. Said they are doing demo's of both ASNAP and the Baxter techs. I called the office. Don't think they are in today though.
Guess someone gave up waiting today. But not much volume. Good buy in point.
Today is the last day the SEC has to ask any questions on the revised proxy. Doubt they will have any, and if not, we can set date for shareholder meeting.
Revised Proxy was filed today with SEC. SEC has 10 days to comment, if no comments, SH meeting can be set. Other SEC requirements of filing of NTN 10Q and NTN 10k already done.
Pattin & Turrini were both in the new Houston offices today when I called and spoke to Richard. Been a long time coming but things will finally accelerate now that everyone is across the hall instead of across the country.
New Houston headquarters open. Turrini moving to Houston. Actually have someone answering phones.
Calypso Wireless, Inc.
21 Waterway Ave. Suite 300
The Woodlands, TX 77380
Tel: 281-362-2887
Fax: 281-362-2704
I believe there are plenty of good things happening but none that are done and can be announced yet. Anyone can call the company and hear that for themselves.
From Yahoo board. New proxy has been filed.
==========================
Revised to answer SEC questions on original proxy. SEC has 10 days to comment on the revised proxy. If no comments, it's final and sh meeting can happen.
Looks like they deleted the resolution to decrease the number of directors to just 1. Deleting this resolution will make some investors happy.
Proposal 1 To increase our authorized shares of common stock to 300,000,000 shares. The Board of Directors recommends that you approve the adoption of a Certificate of Amendment to the Company’s current Certificate of Incorporation, as amended, to increase the authorized shares of the Company’s common stock to three hundred million (300,000,000) shares of common stock, $0.001 par value per share.
Proposal 2 To remove language requiring the election of Directors in different classes and add other language relating to the powers of Directors. The Board of Directors recommends that you approve the adoption of a Certificate of Amendment to the Company’s current Certificate of Incorporation, as amended, eliminating language relating to the election of Directors in different classes and adding language relating to the powers provided to the Board of Directors.
Proposal 3 To change the stated purpose of the Company. The Board of Directors recommends that you approve the adoption of a Certificate of Amendment to the Company’s current Certificate of Incorporation, as amended, to change the stated purpose or purposes for which the corporation is organized, so that the only purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
Proposal 4 To change language relating to the indemnification of officers and Directors. The Board of Directors recommends that you approve the adoption of a Certificate of Amendment to the Company’s current Certificate of Incorporation, as amended, to change and reword language in its current Certificate of Incorporation relating to the indemnification of officers, Directors and other employees.
Proposal 5 To add language relating to the prevention of the further calls and assessments on capital stock. The Board of Directors recommends that you approve the adoption of a Certificate of Amendment to the Company’s current Certificate of Incorporation, as amended, to add language relating to the prevention of the further calls and assessments on capital stock.
Proposal 6 To add language describing what number of shareholders is required for a quorum. The Board of Directors recommends that you approve the adoption of a Certificate of Amendment to the Company’s current Certificate of Incorporation, as amended, to add language describing what number of shareholders is required for a quorum.
Proposal 7 Ratification of the Company’s 2008 Stock Incentive Plan. The Board of Directors recommends that you approve and ratify the Company’s 2008 Stock Incentive Plan.
See below....
Daic's wife is smart and gets things done. Met and talked with her during the court stuff. Daic not on the board but heavily involved of course. Daic might take her place once company gets insurance for directors.
SEC asked couple of questions on proxy, no biggies, but will delay SHM to likely mid July my guess.
One director MINIMUM.
Wrong Cougar. Patents have been granted...
I copied the below from the European Patent Office Site. Note under "status" it says that "grant of the patent is intended" and was updated of that fact on 6/13/2008. Also, look at all the countries under "contracting states".
================================================
EP1533943 - System and method for hybrid wireless data communication
[Right click link to bookmark]
Status: Grant of the patent is intended
Database last updated on: 13/06/2008
Most Recent Event: 28/03/2008 New entry: Communication of intention to grant a patent
Applicant(s): For all designated states
Calypso Wireless, Inc.
5753 N.W. 158 Street
Miami Lakes, FL 33014 / US
[2005/21]
Inventor(s): 01 / Leon, Robert
3525 S.W. 111th Avenue
Miami, FL 33165 / US
[2005/21]
Representative(s): Wagner, Karl H., et al
WAGNER & GEYER Patentanwälte Gewürzmühlstrasse 5
80538 München / DE
[2005/21]
Application No., filing date: 03026877.5 24/11/2003 [2005/21]
Filing language: EN
Procedural language: EN
Publication: Type: A1 Application with search report
No.: EP1533943
Date: 25/05/2005
Language: EN
[2005/21]
Classification: International : H04L12/28, H04Q7/38 [2005/21]
Designated Contracting States: AT, BE, BG, CH, CY, CZ, DE, DK, EE, ES, FI, FR, GB, GR, HU, IE, IT, LI, LU, MC, NL, PT, RO, SE, SI, SK, TR [2005/21]
Title: German System und Verfahren zur hybriden drahtlosen Datenkommunikation [2005/21]
English System and method for hybrid wireless data communication [2005/21]
French Système et procédé de communication de données sans fil hybride [2005/21]
Application is treated in (/fax-nr): THE HAGUE/(+31-70) 3403016
Examination procedure: 22/11/2005 Request for examination was made
17/04/2007 Dispatch of examination report (Time limit: M06)
29/10/2007 Reply to examination report
13/12/2007 Dispatch of examination report (Time limit: M02)
25/02/2008 Reply to examination report
01/04/2008 Communication of intention to grant the patent
Fees Paid: Renewal fee(s)
30/11/2005 Renewal fee patent year 03
29/11/2006 Renewal fee patent year 04
27/02/2008 Renewal fee patent year 05
Penalty fee
Additional fee for renewal fee
30/11/2007 05 M06 Fee paid on 27/02/2008
Documents cited: Search [X] US2003067894
[X] US2003039242
[X] WO03039009
[A] WO0207379
[A] EP1089578
Disagree on all counts.
"In the very near future we will retain a highly successful patent infringement firm to help us protect Calypso’s intellectual properties" That is very concrete and will likely lead to many relatively quick licenses. These companies won't be doing extensive field trials, they already have the tech, they are infringing, so they just negotiate a license with Calypso.
"In September 2007, Calypso began a field trial of its ASNAP technology with a large network company. We are in discussions with this company and expect to re-start those trials in the immediate future. Last year these field trials were nearing completion, therefore we expect the trials to be completed fairly quickly". That's NSN.
"Last year we developed significant relationships with potential partners and licensees. I am having productive discussions with a number of these potential customers, and we are working diligently to develop new relationships". It does not take much paperwork to do a field trial and those can come quickly, along with announcements.
"After the proxy is finalized we will announce the date for the Shareholders Meeting. We expect this meeting to be around the first of July in Houston, Texas". The SHM will bring some buzz as they might annouce some deals.
June 3, 2008
I want to express my appreciation to the Calypso Wireless shareholders for their patience over the last several months. I am pleased to return to the company as CEO and Chairman of the Board. I believe we will build Calypso Wireless into a profitable and growing technology company.
As you know, from our public filings, Calypso Wireless has settled its lawsuit and has regained control of its intellectual properties. Also, because of changes in the ownership of the company a new Board of Directors has been established, and we will be making additions to the Board that will add value and direction to management.
Last year we developed significant relationships with potential partners and licensees. I am having productive discussions with a number of these potential customers, and we are working diligently to develop new relationships. In September 2007, Calypso began a field trial of its ASNAP technology with a large network company. We are in discussions with this company and expect to re-start those trials in the immediate future. Last year these field trials were nearing completion, therefore we expect the trials to be completed fairly quickly. Based on my recent efforts it is clear to me that interest in ASNAP has never been stronger and now we have renewed credibility to close these field trials and subsequent license agreements.
One of our main goals for the next few weeks is to implement an effective strategy to defend our intellectual properties. There are a variety of means to achieve this goal, and we are working with our advisors to establish a plan of action. From my discussions with our legal and technical advisors I have the greatest confidence in our patent portfolio. While Calypso’s focus is on sales we will pursue threats to our intellectual properties. In the very near future we will retain a highly successful patent infringement firm to help us protect Calypso’s intellectual properties. There are quite a few companies who we believe are infringing on our ASNAP patent.
We are working to bring our 10-K and 10Qs up to date. We want our shareholders to know that we will regain our fully reporting status as soon as possible. Our goal is to have our company’s stock trade of the OTC Bulletin Board by the end of the year.
Calypso will be moving its headquarters to Houston, Texas. I will be relocating to Houston in the near future. Our President, Richard Pattin, is in Houston, as well as our investment bankers and other key consultants.
We also filed a preliminary proxy for a shareholders meeting. On the agenda is a resolution to adopt an Amended and Restated Certificate of Incorporation that would: increase the authorized shares; decrease the minimum number of Directors needed (we had one director through our transition period, but we expect to maintain a minimum of three directors once the transition is complete) and eliminate language relating to election of Directors in different classes; and change the stated purpose or purposes for which the corporation is organized.
After the proxy is finalized we will announce the date for the Shareholders Meeting. We expect this meeting to be around the first of July in Houston, Texas. I am looking forward to this meeting, and talking with the shareholders who will be able to attend.
Again, I thank you for your patience and please rest assured that we are working to complete this transition and bring value to our shareholders.
Sincerely,
Cristian Turrini
Chairman of the Board
CEO
Good comments from Yahoo board on proxy -
=========================
What do you know...announcement of an actual shareholder meeting. Never happened under Mendoza's mob. For the first time Calypso is an above board company with real management. Heck, that's worth much more than 6-7c all by itself.
Few things to note:
"At this time the Company has no plans to issue additional shares of common stock, other than the 6,700,000 Additional Shares to Drago Daic, the 1,000,000 shares in connection with the payment for the Baxter Patents and up to 12,843,333 shares upon the conversion of the principal amount of certain outstanding convertible promissory notes". That tells me they have a line on funding the company and paying off Daic that does not involve issuing shares or dilution which is fantastic.
"The Company’s Certificate of Incorporation currently provides for a three tier classified Board of Directors...The Company’s Board of Directors believes that such requirement is antiquated and that shareholders of the Company should be able to appoint a full set of new Directors and/or reappoint such current Directors at every annual meeting of Directors and that such Director’s positions should not only be eligible to be refilled every three years." Amen to that.
"The Company is a small company which has limited resources and the Board believes it is both cumbersome and ineffective to mandate a minimum number of Directors for the Company in its Certificate of Incorporation.. The Board of Directors also believes that this will also ensure that the Company is able to fill open Directorship positions with high-level candidates." Agreed.
I guess some idiots are going to give away their shares for pennies on the dollar...it takes all kinds. Looking forward to the SHM.
Picked up by PR Newsire and by Yahoo now. Word will get around.
CLYW:US
Calypso Wireless Inc
Calypso Wireless, Inc. Announces Today That It has Settled
Lawsuits and Regained Control of Its Intellectual Property
MIAMI, April 29 /PRNewswire-FirstCall/ -- Calypso Wireless, Inc. (OTC: CLYW / CLYW.PK) announced today that it has settled all lawsuits against the company and has regained control of its intellectual property. The company's previous officers and directors have resigned and Richard S. Pattin has been named the company's interim President, CEO and sole Director.
"This is a major victory for Calypso Wireless and its shareholders," says Richard S. Pattin. "We can now get back to business and start monetizing and further developing our ASNAP(TM) technology and our four additional patents acquired last year. We also intend to reinstate Cristian Turrini as Calypso's CEO and Director," Pattin states.
Cristian Turrini was President and CEO between March and December 2007. Under his leadership, Calypso Wireless established a landmark relationship and conducted a trial with one of the world's largest networking and telecommunications companies. Turrini was also instrumental in raising much needed capital for the company and in negotiating a relationship with Acacia Technologies to potentially manage Calypso's intellectual properties.
"We are very excited about these changes. The major issues that have hindered our growth have now been resolved. We can now focus on building our business by teaming up with potential customers to license our technology. These may include chip companies (such as Intel or AMD), software operating companies such as Microsoft or Palm, telecom equipment companies like Ericsson, cellular handset companies such as Nokia and Research in Motion, enterprise IP PBX server companies, enterprise application companies, carrier application companies, virtual operators, carriers and specialized vertical application providers such as satellite radio companies. Since we now have control of our patented technology, we can finally start building a potentially significant business," says Pattin.
In addition to licensing, Calypso Wireless also intends to aggressively enforce its key patents. Calypso's ASNAP technology (U.S. Patent #6,680,923) titled "Communication System and Method" covers the seamless roaming of voice, video and data between Wide Area Network access points, such as cellular towers (GSM/GPRS/EDGE, CDMA, WCMDA etc.) and short-range Internet access points (such as Wi-Fi, Bluetooth, etc.). This enables cell phone users to enjoy up to 11mb broadband speeds, allowing them to video conference with movie-like quality, to send and receive video with audio, movies-on-demand and many other high-speed services that are currently unavailable to them.
"In plain English, any carrier that wishes to provide its customers with a cell phone that automatically detects any available WLANs and then seamlessly switches between the standard cellular link towers and available short-range broadband network, such as cable or DSL Wi-Fi, must sign a license agreement with Calypso Wireless," clarifies Pattin.
Calypso Wireless intends to appoint additional directors and form a complete management team as soon as possible. The appointed Directors will be subject to shareholder ratification in a special shareholders' meeting.
About Calypso Wireless, Inc.
Calypso Wireless is the company behind the ASNAP(TM) technology for which it was granted U.S. Patent #6,680,923 titled "Communication system and method" (http://www.uspto.gov search U.S. patent number 6,680,923), which covers the seamless roaming of voice, video and data between Wide Area Network access points, such as cellular towers (GSM/GPRS/EDGE, CDMA, WCMDA etc.) and short- range Internet access points (such as Wi-Fi, Bluetooth, etc.).
Calypso's patented ASNAP(TM) technology will enable cellular phones to automatically detect any available Wireless Local Area Network (WLAN) and then seamlessly switch between the signals of standard cellular link towers and an available short-range broadband network such as cable or DSL with Wi-Fi, accelerating wireless broadband deployment, thereby creating a platform for revenue sharing between the synergistic companies and increased revenues for them by delivering new added services. It could also provide significant savings to Mobile Carriers in additional frequency spectrum and infrastructure equipment by offloading capacity to the Wireless Local Area Networks (WLAN) and IP networks while providing additional sources of revenue.
The integration of ASNAP(TM) technology will enable greatly enhanced services such as broadband connectivity, real time two way video conferencing, VoIP and network-based gaming applications via Calypso's cellular phones, PDA's (Personal Digital Assistance) or any mobile device powered with the company's ASNAP(TM) technology. The patent has also given Calypso the rights to offer license agreements to major mobile and ISP carriers as well as to cellular phone manufacturers and OEMs. Calypso has also built upon its patented ASNAP(TM) technology to create a new technology that could provide 'the' solution that allows satellite radio signals from carriers such as Satellite Radio and Sirius Satellite Radio to be readily received by all types of mobile wireless devices, thus generating a new potential revenue stream for both the satellite radio companies and the companies supplying service to mobile phones and devices and the manufacturers and retailers of those devices, as well as the licensing of this technology by Calypso.
The newly acquired patented technologies enable cellular phones and wireless PDA/Pocket PCs to convert any incoming text messages to voice messages and any incoming voice messages are converted into text messages. Calypso plans to license these four newly acquired patented technologies (US Patents No. 6,385,306, No. 6,765,996, No. 6,839,412 and No. 7,031,439) to mobile operators, Original Equipment Manufactures (cellular phones and wireless PDA/Pocket PC manufacturers) and Internet Service Providers.
Turrini is back, in fact he never left. He's in Houston this week meeting with Pattin. Good to be back. Prepare for launch, this REAL company is going to make a big splash.
Cheryl Dotson was served with the lawsuit, December 26th. See the court docs for the citation. She has ~20 days from that date to answer to the court, otherwise we can go after a default judgement. Shilling was served at about the same time, which motivated his resignation.
The lawyer is working with the state on serving Mendoza et al in Nicaragua.
Voting by Street Name Holders
If your shares are held in a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee (the “record holder”) along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions
Our board of directors currently has three members, Antonio Zapata, Julieta Moran, and Cheryl Dotson. Four nominees, Cristian Turrini, John Dalton, W. Randal Miller, and Richard S. Pattin stand for election against the current three members of the board.
On or about December 5, 2007, the Company’s Board of Directors sent the Company’s President and Chief Executive Officer, Cristian Turrini, a Notice of Termination, which alleged, among other things, that Mr. Turrini issued 4,000,000 shares of common stock in connection with the Company’s purchase of certain patents, which issuance, the Board of Directors alleged was not approved by the Board, among other things. Mr. Turrini disagrees with the Board’s claims, as the Board signed minutes approving the transaction and as such, Mr. Turrini does not believe that he violated his fiduciary duty to the Company or his Employment Agreement with the Company, which allegations the Board has made. In addition a press release dated May 15th, 2007 was approved by the Board and issue by the company in relation to the purchase of those certain patents. The Board of Directors also provided Mr. Turrini a copy of a Consent to Action without Meeting purportedly executed on November 25, 2007, which provided the Company with authorization to remove Mr. Turrini from office, however, the consent was only signed by two of the three Board members and was therefore not effective under Section 141 of the Delaware General Corporation Law. As a result of the fact that Mr. Turrini did not violate the terms of his Employment Agreement, did not breach his fiduciary duty to the Company, and the Board’s consent to remove him from office was not effective, Mr. Turrini believes that he is still the President and Chief Executive Officer of the Company, and refutes the allegations made by the Board and the appointment of a new President and Chief Executive Officer of the Company as disclosed in the Company’s Report on Form 8-K, filed with the Commission on December 12, 2007.
Mr. Turrini has called the meeting as President, as he does not believe that the Company’s current Directors represent the best interests of the Company, and so that the Company’s shareholders can elect a new set of Directors of the Company.
Dear Fellow Stockholders:
It is my pleasure to invite you to an Annual Meeting of Stockholders of Calypso Wireless, Inc. (the “Company”). The meeting will be held on Friday, February 1st, 2008, at 3:00PM Eastern Standard Time, at the Intercontinental Hotel West Miami, 2505 NW 87th Ave. Miami, FL 33172.
The principal business of the meeting will be to elect four directors to serve until the next annual meeting of the Company, and/or until their successors are duly appointed.
Stockholders of Record as of the close of business on December 31, 2007, are entitled to notice of the meeting. All stockholders are cordially invited to attend the meeting in person.
If you are not planning to attend the meeting, it is still important that your shares be represented. Please complete, sign, date and return to us the enclosed proxy card in the envelope provided at your earliest convenience. If you do attend the Annual Meeting and wish to vote in person, you may withdraw your proxy at that time.
Sincerely,
/s/ Cristian Turrini
Cristian Turrini
President and Chief Executive Officer
PROXY IS OUT. ON SEC SITE.
Proxy was filed yesterday with the SEC. Was done in paper form so might take a bit to show up.
We are up to 17.5MM shares now. Again, if you have shares you want to pledge to Turrini to get rid of the BOD, send an email to bulbar2@hotmail.com.
Yahoo has a message board now.
It's not technically on behalf of all shareholders the way it's filed, but having said that, it really IS being done on behalf of all shareholders (at least everyone except Mendoza). It was must faster to do it this way rather than do a class-action suit and we want fast action. It sets the stage for what's coming next.
Sorry pal, he broke the TOS and I don't appreciate or have any tolerance for being called a racist or corrupt. It would have been deleted by the other mods anyway.
That I do not know. I would watch the website.
THE LAWSUIT SETS THE STAGE FOR THE NEXT SHOT WHICH WILL BE A MUCH FASTER ACTING REMEDY FOR THIS BOD.
MORE SHOES ARE GOING TO BE DROPPING IN THE NEAR FUTURE.
FINAL
DAMAGES
7.1 Plaintiffs allege they have been damaged at least $170,000,000.00 for the above-alleged conduct by the Defendants, individually and collectively.
7.2 Plaintiffs are entitled to recover punitive damages occasioned by Defendants' outrageous and fraudulent acts, in an amount of at least $340,000,000.00.
.
DEMAND FOR JURY Plaintiffs demand a jury trial and lenders the appropriate fee herein.
WHEREFOR, PREMISES CONSIDERED, Plaintiffs pray that Defendants be cited to appear and answer herein; that Plaintiffs have judgment against Defendants for $170,000,000.00 as to actual damages and $340,000,000.00 as to punitive damages, and that the Defendants be enjoined from their interference with the Corporation. Further, the $170,000,000.00 in damages is to be partly satisfied by the cancellation of stock issued to Defendant Carlos Mendoza; the Plaintiffs pray for prejudgment and post-judgment interest, as allowed by law; costs of Court; and all other relief the Court deems appropriate, and to which Plaintiffs arc deemed entitled.
Respectfully submitted, THE SHEBAY LAW FIRM, P.L.L.C.
ANDREW G. SHEBAY, 111
SBN: 18174000 6161 Savoy Drive, Suite 1100 Houston, Texas 77036 Telephone: (713)623-6200 Facsimile: (713) 622-2499
ATTORNEYS FOR PLAINTIFFS
FIRST CAUSE OF ACTION BREACH OF FIDUCIARY DUTY
4.1 The Defendant Directors, individually and collectively, have breached their fiduciary duty in the following ways:
1. Breach of Duty of Loyalty and Utmost Good Faith;
2. Breach of Duty of Candor;
3. Breach of Duty to Refrain From Self-Dealing, which extends to dealing with a large shareholder(s) to the exclusion of other shareholders)' best interest(s);
4. Breach of Duty to Act With Integrity of the Strictest Kind;
5. Breach of Duty of Fair and Honest Dealing;
6. Breach of Duty of Full Disclosure; that is a duty not to conceal matters that might influence a fiduciary to act in a manner prejudicial to the principal. The principal is the Company.
4.2 The factual basis for the allegations set forth in Paragraph 4.1 are set out in Section III, and the attachment referenced in Section III, for all purposes as if repeated herein.
SECOND CAUSE OF ACTION FRAUD
5.1 The Defendants have been engaging in continuous fraud on the shareholders of the Corporation.
5.2 The factual basis for the allegations set forth in Paragraph 5.1 are set out in Section III, and the attachment referenced in Section Til, for all purposes as if repeated herein.
THIRD CAUSE OF ACTION CONSPIRACY AND NEGLIGENCE
6.1 The Defendant Directors have been conspiring with Defendant Carlos Mendoza. Defendant Mendoza is one of the founders and the person who, through various offshore entities, is believed to be one of the largest shareholders of Calypso Wireless, Inc. Defendant Mendoza has manipulated the Board of Directors of this publicly traded Company, even though he officially resigned from the Company, Defendant Mendoza, on information and belief, was arrested in 2004 in the United States of America for fraudulent transactions related to Calypso Wireless, Inc. which involved investment to the Company.
6.2 Further, on information and belief, Defendant Cheryl Dotson is believed to have taken $39,000.00 in cash from the Company's bank account during a period that she had
resigned from the Company.
6.3 The above-named Defendant Directors, and unnamed Officers, breached their fiduciary duty or, in the alternative, engaged in negligent conduct in allowing a judgment to be entered against Calypso Wireless, Inc. in the amount of approximately $117,000,000.00, plus interest. Plaintiff, Cristian Turrini had the judgment settled, conditioned upon raising additional capital by sale of capital stock and his continuance as Chief Executive Officer of the Company. Defendant Carlos Mendoza had purposefully destroyed the potential of getting this matter resolved, in that Defendant Carlos Mendoza had bribed parties up to $3,000,000.00 for their testimony in the case.
6.4 Defendant, Julieta Moran, without proper authorization, withdrew over $15,000.00 from Calypso Wireless, Inc.'s account in July, 2007.
6.5 The other facts regarding the ongoing conspiracy and negligence are set forth in the Section III, entitled "Background," reference to same is here made for all purposes as if fully recited verbatim.
BACKGROUND CONTINUED:
3.8 Further, Plaintiff Cristian Turrini had attorney David Loev advise the Defendant Directors as follows:
"(a) We have been advised that Mr. Antonio Zapata, the Chairman of the Board of Directors, has never communicated directly with the Company's management and while every effort has been made by the Company's management to contact him, the company's management has been unsuccessful to date. Mr. Turrini believes that Mr. Zapata resides in Nicaragua, and that Mr. Zapata has no personal involvement in his role as Chairman of the Company and may only be acting solely under the direction of Mr. Mendoza.
"(b) Assuming that Mr. Mendoza is in control of a significant number of the Company's outstanding shares, whether through off-shore entities which he controls or otherwise, he is required to file Form 4's and Schedule 13d's with the SEC pursuant to Section 16(a) of the Exchange Act, as the Company has securities registered under Section 12 of the Exchange Act. As far as we are aware, such filings have not been made to date, and as such, Mr. Mendoza (assuming his ownership of a control position in the Company's securities), would be in violation of the Exchange Act. Additionally, under Section 16(b) of the Exchange Act, Mr. Mendoza and/or any Directors on the Board of Directors, could be in violation of the Exchange Act's short swing profits rules, if shares were purchased in the open market and any shares were sold within a period of six months following such purchases. Finally, if Mr. Mendoza is an "affiliate" of the Company, as defined under the Act, he would only be able to sell at a maximum 1 % of the Company's issued and outstanding shares of common stock every three months, and in the event he sold any shares in addition to the 1 % limit, he would be in violation of the Federal Securities Laws.
"(c) Mr. Turrini also believes that Mr. Meudoza has continued to have an active role in day-to-day operations of the Company, since his resignation from the Board including among other things, directing Company employees to issue press releases relating to deals in Latin America that the Company never realized, which may have been disseminated in an attempt to artificially inflate the share price of the Company's common stock in an effort to dump shares held by offshore entities under Mr. Mendoza's control.
"(d) Mr. Turrini has notified us that numerous former and current executives and employees of the Company are willing to testify regarding Mr. Mendoza's unauthorized role in the day-to-day operations of the Company. These individuals include Guido Rodriguez (former comptroller), Lisserte Mendoza (former general office manager), Robert Leon (former CTO and inventor of the patent), Akshay Sharma (former CTO), George Olazabal (former engineer), Alessandro Valenti (VP of Research and Development) and Cristian Turrini (President and chief Executive Officer).
"(e) We are also aware that the Company has not held an Annual Meeting of the Board of Directors for the past several years, which is in violation of Delaware law.. Such failure to held an annual meeting of shareholders and properly elect Directors is in violation of the Directors!/] duty of loyalty and good care which they owe the company and its shareholders.
"(f) Mr. Turrini has notified us that over the term of his employment as President and Chief Executive Officer of the Company, there have been several improper interferences made by Mr. Mendoza in the affairs of the company, and impediments to Mr. Turrini's ability to effectively manage the Company, against Mr. Turrini's efforts.
"(g) Mr. Turrini has advised us that he is aware of Mr. Mendoza and the Board of Directors selling certain assets belonging to the Company during 2006, which had significant value, and that the Company has never received any consideration from Mr. Mendoza and/or any of the offending members of the Board of Directors. If such allegations are true, these actions (specifically selling Company property for personal gain) would not only violate certain independence requirements of the Act and the Exchange Act, but would represent a conversion of Company property under Delaware law and could constitute fraud under both State and Federal law.
"(h) Mr. Turrini has advised us that Mr. Mendoza has repeatedly asked for and been provided reimbursements for various Company expenses, which he purportedly paid on the Company's behalf. If such expenses were legitimate expenses and paid by Mr. Mendoza under an understanding that he would be repaid, such expenses could be valid loans; however, we are not aware of any such understandings being in place and Mr. Turrini has been unable to verity that any such payments were made by Mr. Mendoza on the Company's behalf. If illegal disbursements were made to Mr. Mendoza by the Board of Directors, the Directors would be in violation of the Aci and the Exchange Act and shareholders of the Company could have actions against the Board for fraud and violation of their duties of good faith and loyalty, among others.
"(i) Mr. Turrini has advised us that the Company's former CFO, Cheryl Dotson resigned in October 2007, and misappropriated certain corporate documents and records when she resigned and has refused to return such documentation and records even after repeated requests by Mr. Turrini. If true, such actions would provide the Company with a claim for conversion against Ms. Dotson.
"(j) Mr. Turrini has advised us that during 2007, Mr. Mendoza by manipulating and backdating documents made a request to the Company and through Board of Director's action and approval converted a supposed loan purportedly made during 2005 and 2006 to the Company in exchange for shares of the Company's common stock. This conversion was made at exchange rates of $0.03 and $0.04 per share and at the objection of Mr. Turrini. The Company is prepared to document that Mr. Mendoza's note and all supporting documents were fraudulent, which would make the entire transaction fraudulent and create causes of action for fraud and violation of the Act, as there was likely no exemption for the distribution.
"(k) Finally, Mr. Turrini believes that Ms. Dotson may not have been properly elected as a Director of the Company, which could create liability for the Board and Ms. Dotson in connection with any actions that she undertook on the Company's behalf while acting as purported Director of the Company."
LAWSUIT CONTINUED....
BACKGROUND
3.1 Calypso Wireless, Inc. a Delaware Corporation is publicly traded over the counter (herein sometimes referred to as the "Company" or the "Corporation").
3.2 Defendant, Everett Bassie, is an accountant who has prepared financial data for Calypso Wireless, Inc. Presently, Defendant, Everett Bassie, has refused to turn over documents to Officers of the Corporation and otherwise was instrumental in delaying various financial filings. Defendant, Everett Bassie, is also an agent of Defendant Carlos Mendoza.
3.3 Defendants Cheryl Dotson, Julieta Moran, and Antonio Zapata are Directors of the Corporation. These three Defendants are hereinafter some times referred to as "the
Defendant Directors." Defendants Julieta Moran and Antonio Zapata are believed to be residents of Managua, Nicaragua.
3.4 Defendant George Schilling is presently the Chief Executive Officer or is acting as the Chief Executive Officer of the Corporation.
3.5 Defendant Carlos Mendoza is believed to be the largest shareholder, and otherwise controlling the Corporation for his benefit.
3.6 The Corporation has approximately two assets; one is its patents, and the other is a wholly owned subsidiary by the same name that, upon information and belief is incorporated in the State of Florida.
3.7 The Plaintiffs are shareholders in the publicly held Delaware Corporation, that is Calypso Wireless, Inc. Plaintiff, Cristian Turrini, up until December, 2007, was the
President of Calypso Wireless, Tnc. but he was improperly terminated as President after making demands upon Defendant Cheryl Dotson and the other two Defendant Directors to cease from their detrimental conduct against the Corporation. Attached hereto marked "Plaintiffs' Exhibit A" reference to which is here made for all purposes as if fully recited verbatim is a copy of the demand letter written on behalf of the Plaintiff Cristian Turrini to Defendant Cheryl Dotson. Cristian Turrini is challenging his termination as President through counsel. Counsel is not the same counsel who is filing this lawsuit on behalf of the Plaintiffs.
TO ALL CALYPSO SHAREHOLDERS: THE FIRST SHOE HAS DROPPED TO REPLACE THE BOD, TO GET RID OF MENDOZA, DOTSON, BASSIE, AND SHILLING, AND TO “OFFICIALLY” REINSTATE TURRINI AS PRESIDENT AND CEO OF CALYPSO. CRISTIAN TURRINI AND 15 OTHER SHAREHOLDERS HAVE JUST FILED A $500 MILLION DOLLAR LAWSUIT IN THE HOUSTON HARRIS COUNTY COURT SYSTEM. CASE NUMBER 200775853 IN THE 281ST CIVIL COURT JUDGE DAVID J. BERNAL
WE ARE SUING THE BOD FOR:
• BREACH OF FIDUCIARY DUTY
• FRAUD
• CONSPIRACY AND NEGLIGENCE
WE HAVE NUMEROUS CURRENT AND FORMER EXECUTIVES AND EMPLOYEES OF CALYPSO WHO ARE WILLING TO TESTIFY INCLUDING ROBERT LEON, AKSHAY SHARMA, ALESSANDRO VALENTI, LISSERTE MENDOZA (RELATED TO CARLOS MENDOZA AND WORKED AT CALYPSO), GUIDO RODRIQUEZ (FORMER COMPTROLLER), AND CRISTIAN TURRINI.
WE ARE SUING FOR $170 MILLION IN ACTUAL DAMAGES, $340 MILLION IN PUNITIVE DAMAGES, AND THAT THE DEFENDANTS BE ENJOINED FROM THEIR INTERFERENCE WITH CALYPSO. FURTHER, THE $170 MILLION IN DANAGES IS TO BE PARTLY SATISFIED BY THE CANCELLATION OF ALL STOCK ISSUED TO CARLOS MENDOZA.
GOT IT. UP TO 16.5MM NOW.
14.7MM SHARES. LOOKING GOOD.
UP TO 14.5MM SHARES. KEEP SPREADING THE WORD.
See the email I sent back to you.