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With the buying and selling that has been going on lately between Google, Microsoft, Apple and the major tel-coms, selling the patent or the company outright may be the best thing that ever happened to us as shareholders.
I bought in at over 50 cents a share several years back and have managed to average my cost basis down to .041 since then - watching the company continually deteriorate year after year. I've lost tens of thousands of dollars in the process, but it is what it is.
Why anyone would sell their shares at this point is beyond me.
Just because he initially voted doesn't confirm that he believed the election was legal? Where do you get that from - that is not what he testified to in court.
FYI - If you save the PDF of the judges ruling to disk, you can view page 3.
Yes that is true... my statement was made in the context of events leading up to the trial - before the ruling.
I doubt that he wanted this going to receivership either to be honest, however, the only legal course he had to oppose the vote was to bring it to a court where receivership was an option.
I think if both sides would have been more careful as to how they presented themselves in front of the judge, we wouldn't be looking at receivership. The other option could have been to settle before it went before the judge.
It was a character assassination food fight in there and the judge simply said, "none of these guys are fit to run this company".
No I did not assist in the holding of the illegal shareholder meeting. In fact, I protested consistently against it and it was this very meeting that forced me to withdraw my services to the company.
I did participate in the shareholder forum that occurred back in September, to the extent that I brokered the webcast, set up all of the equipment and handled registration / communication regarding the event in correlation with the website.
No I am not deleting your posts. I rarely delete posts and when I do, I almost always contact the person with a private message letting them know why I deleted their post.
Here is the text from the third page. I've re-typed it since I couldn't copy and paste it. Yeah for some reason it doesn't show up even when I re-uploaded it with a new file name.
...a "who cares" attitude of conscious indifference to the Company's legal obligations. The Company's long-standing non-compliance does not operate to put investors on notice. Nor can the stock's trading price be regarded as an accurate assessment of the Company's value in light of its legal troubles. The Company's statements in paragraph 6 of the Motion confirm that the Company's existing officers and directors could not be expected to bring the Company into legal compliance and that appointing the Receiver was necessary."
And it is signed by the Vice Chancellor and dated Feb. 13 2012
I didn't have a problem initially but now it says the same thing. i tried to re-upload it but ran into the same situation. Let me change the file name and try again.
You're welcome. I am doing the best I can to stay involved in terms of communicating what's going on with shareholders.
He testified about this in court from what I recall. Don't quote me on it, but it was something like. "I was so pissed I voted before I even had a chance to think about it. I went back and tried to change my vote and couldn't."
I seem to recall him contacting continental trust about it as well. I'll check back through my notes and see if I had anything on this.
I don't condemn management for trying to remove Dave Williams because they felt that he was a cancer and difficult to work with.
Problem is they went about it in a way that created more problems for the company. They also didn't have the support they needed from the shareholder base to make it happen. If they had more than 50% of the shareholder vote, they could have encouraged those shareholders to get together and submit a letter voting Dave off. They didn't even need to bother having a meeting about it.
Dave wouldn't have fought it if it had been legal. He probably wouldn't have fought it if it had been mostly illegal, but they still got enough votes. Management wanted to see Dave removed so bad that they ignored some very problematic legal issues to see it done.
Management caused this thing to go to court because of how they handled it - which I personally warned them would happen on multiple occasions.
Receiver Accepting Appointment
https://viewer.zoho.com/docs/bFadTe
Order Denying Motion for Reconsideration
https://viewer.zoho.com/docs/uFiHc
I am not saying that your perception is right or wrong. I am saying that there was A LOT of information presented in court about how Dave tried to have a meeting and his efforts and ideas were continually shot down. Recall that the judge complimented Dave for a loophole in the SEC law that would allow us to have a meeting and that the officers of the company and the companies own legal counsel did not take him seriously. What is true is that a meeting required money and there was no money available. The records were in complete disarray and didn't even contain all the information required to properly audit the financials. There are literally dozens of situations that all factor into this one issue of having a shareholder meeting and most of them are not dependent on Dave Williams.
If I was motivated by profit because of my position, I would have cashed out a long time ago. I believed in this patent and in its value. I wanted to believe in the leadership and the company. The more I interacted with everyone, the more convinced I became that the differences could not be reconciled.
I personally offered to serve on many different occasions to assist in this process and help in preventing the company from reaching the point it did in trial. I was not permitted to do so because management PREFERRED to see this resolved in court. They were overly confident that they would win.
I sat in the back of the court room and saw the company destroy itself in front of a judge who clearly had no patience for nonsense.
You seem to forget that this company is owned by the shareholders and managed by its board of directors. The board has not functioned properly for a long time and it wasn't just Dave's fault. The reason that we went to court in the first place was entirely the fault of Cristian and Kyle for holding a shareholder vote that was not properly noticed and what was noticed had errors that were not publicly corrected. Then after the vote, they announced in error that Dave was removed without consulting competent legal counsel to advise them on how many votes was required. Then after being notified by Dave that he was not removed, they still didn't consult competent legal counsel to investigate his concerns. Then immediately thereafter they scheduled a board meeting to elect a guy that had previously been voted down by the other faction.
It is failure at every stop. That is why the judge removed the whole lot of them. I shared all of these concerns on the phone with both Kyle and Cristian and was told to take the matter up in Delaware court. Kyle also told Dave directly to take the matter up in court. What did you think was going to happen when both sides aired all of the dirty laundry? This was headed for receivership the moment all of them stepped in the courtroom.
You obviously didn't sit in the same court room that I did.
I can confirm also that the appeal has been denied.
I do my best to answer anyone that has a beef with me - founded or not. Unlike other posters, I try hard to make sure that I levy the same level of due diligence across the board.
I do agree that the real possibility of this going straight to receivership without passing go or collecting $200 wasn't really evaluated very well by all parties involved.
If the judge used to work at the same firm that this receiver comes from - I'm encouraged by the fact that perhaps they are cut from the same cloth. I just hope the receiver takes the long road on behalf of the shareholders and doesn't do a fire sale of the patent, write some checks and close up shop.
First of all I want to thank you for letting me know what your concerns are. I will address and answer all of them and provide you with additional feedback.
1. Regarding Dave Williams posting as Ben Lurkin. It is true that I have corresponded with Ben Lurkin a number of times over the past year. On several instances I confronted him directly about whether or not he was Dave Williams. I also verbally confronted Dave about this on the phone in the past and in all instances, Dave denied being this poster and in fact made up a story about how he was a friend of Dave's. It was all very convincing and I must admit that I personally was very upset to have learned in the trial that this was not true. I confronted Dave about it directly on the phone and told him how I felt and that it caused problems with his credibility to everyone - including the Judge. The problem was that management was accusing a number of posters on this forum as being Dave Williams and so it was like the boy who cried wolf. I would like to point out that DSU didn't turn out to be Dave Williams and management swore up and down that it was to me via email and during conversations on the phone. As a shareholder who was just trying to get to the bottom of everything, this was particularly upsetting to me. I did not lie to you. I was fooled along with everyone else in this regard.
2. If I was to assist this company with properly communicating with shareholders, it was important that I talk to everyone involved. Yes it is true that I spoke with all of the directors on a fairly regular basis. This was accelerated of course when I worked on the website and was under contract because I needed to ensure that requests to post information were sanctioned by the board and that I wouldn't have to pull information down if there was a conflict. It was necessarily that I build a constructive working relationship with Dave to facilitate getting the copying effort done and working on the website.
3. The copying fee. I put out all of the information on iHub including how much it was going to cost to have the documents copied. I got three competing estimates from other firms. Fresno is not exactly a huge place and due to the nature of the kinds of copies that were needed and the fact that there were many documents with odd sizes, staples, folds, clips and the like, the copying had to be done manually. Yes it is true that you may have found a website or company that charged a cheaper per copy fee for similar services, but no one approached me with an estimate or provided clear information that would have been helpful. I asked the shareholder community for input on many different occasions and all the information was updated almost daily in a sticky at the top of this message board. Keep in mind that I have a day job and was not willing to spend another 10 hours debating over a difference of maybe $500. Also, you have to consider that Dave Williams already had concerns about chain of custody with these documents and if he was going to sign off on having Kyle's friend transport them, I needed a bargaining chip. Since my own research supported the fact that this company was a legitimate company and had a good reputation, I chose to go with them. It is easy to be an armchair quarterback when you aren't spending dozens of hours on the phone with two people that hate each other trying to come to a compromise while satisfying dozens of shareholders who have given you their hard earned cash and are scrutinizing your every move on a public message board. If you don't like my decision because it was a little more expensive than you thought, provide me with the details and I will do an apples to apples comparison with the company you think would have been cheaper and provide you with a side by side analysis of the costs.
4. There has been a whole-sale effort on this message board to villanize Dave Williams since before the shareholder forum. Even though Dave Williams posted on here as Ben Lurkin, you didn't see him responding to posts about himself. Some of the things that were said about Dave personally I am sure were very hurtful. The same is true about Cristian and Kyle. People on here are animals when they are posting anonymously. Yes there were times where I defended Dave Williams personally - but not often. Most of my responses of this sort were in defense of an idea that we may have shared and many posters attempted to throw me into his camp just because we shared the same perspective from time to time. If you review my posts historically, you will see that I defended everyone equally when the personal accusations were unfounded or not documented and deleted many posts that simply were not tasteful.
5. I could not post information about Dave's alias on here until it was made public knowledge in the form of the trial briefs because it is against the TOU. I told folks I was burned up about it but wasn't willing to compromise my leadership role as moderator by setting a bad example. After the trial briefs were released and I spoke to Dave Williams personally and let him know how I felt, I spoke openly about it on this board. Your assertion that I don't call a spade a spade when I see one is not true. I am not going to accept baseless accusations without facts.
6. I went to trial and first responded to posters questions. If you review my posts from that time, all of them were in response to questions asked by other members on this board. I made it clear that no one looked good in the trial and my personal opinions were leveled unilaterally. I don't know about you but I don't have time to deal with this crap day in and day out for hours on end and the truth of the matter is I was busy that weekend and couldn't dedicate the time that I wanted to properly transcribe my notes. Some folks were thankful but other folks were inpatient and accusatory - you included. This is why I stopped answering questions and just put up the pre-trial briefs so that people could read through the issues themselves.
So you can think of me what you like, but I have taken the time to respond to all of your issues. If you have any follow up concerns, let me have those as well.
Not sure what you meant by not ready for the trial.
I think the judge was pretty disappointed with everyone involved.
Thank you for your contributions as well. I would be happy to discuss the best way for shareholders to collectively communicate with the receiver and honestly don't even need to be involved as long as there is a mechanism in place that I can participate in.
I don't mind facilitating the effort either if folks want to go in that direction.
The court clerk said that it would be about a month from the date of the trial. It will cost some coin and will be redacted as the judge directs.
I agree.
Unfortunately, hindsight is always 20/20 as well and I wholly admit that even the account that I provided is missing ALOT of details from all sides.
It was quite sobering to see it all spill out in trial in front of my own two eyes.
You may be the laughing idiot all the way to the bank - you may not. Tough to say which one at this point.
Now before everyone jumps on me like white on rice for my last post, let me be clear. Out of the roughly 33 folks who voted in the last survey consider the following:
90% of the folks who voted do not feel that the current board can resolve the conflict and move the company forward.
75% of those who voted feel that out of everything that has been bantered about and all of the information that has been made public, a receiver is the best option.
54% of voters felt that not enough information is available to make an informed decision. Transparency is a HUGE issue for this company and after the shareholder forum, there has been little to know effort to communicate with shareholders on the real issues at large.
78% of respondents would support a formal petition sent to the court to have a receiver appointed.
The company collectively has failed in this regard and your question is really much broader than you may know. I also believe that you in part already know the answer to this question and are baiting me to see what I will say, but I will give you the benefit of the doubt in this regard and assume that your intentions are noble.
It would not be fair for me simply to say "Dave Williams had the documents so he was in charge of getting the financials together" or "Ed Walsh is an accountant and had the opportunity to get involved so he should have been doing them" or "Kyle was the Interim CFO and ultimately, as soon as she accepted the position, she was in charge of getting the financials in order" or "Cristian was the CEO and if he was aware of the problems with getting the financials in order and did nothing to correct it, so ultimately he is responsible".
You see - ALL of these statements are half-truths because when made out of the context of what was going on - they do not provide the full picture and provide opportunity for someone to simply blame someone else without ever addressing the underlying problem. I will first attempt to give you the full picture as I understand it from publicly available information and then I will share my opinion.
- Both Kyle and Dave testified on stand at the trial on Feb 1st that this company has never been good at keeping financial records. Whether it is taxes, income and expenditure tracking, SEC compliance and reporting issues, shareholder communication, shareholders of record, bills, lease expenses, debt. There simply is not a good accounting of ANYTHING. Kyle, Dave and Ed all walked into this a few years back and I doubt any of them had any idea how difficult it would be to make sense of where all the bodies were buried. Shortly after coming on board, Dave, Ed and Kyle all worked together on solving some of these issues and were all aware of how difficult it was.
- Dave, Ed and Kyle all have full-time occupations outside of Calypso and other obligations that do not allow them to devote themselves fully to the company.
- When Dave came on board and secured the company records, his testimony in court was that they arrived at his office in complete chaos. The shipping company just shoved files into boxes and "shuffled them like a deck of cards" as Dave testified. Dave attempted to work on the records but it is difficult to know where to start when you are staring at dozens of boxes and file cabinets and roughly 150,000 documents.
- Dave testified that he attempted to hire his book keeper to sort through the records but the company was either not willing or more likely, unable to pay for it.
- When Kyle was appointed interim CFO, she requested that Dave provide her with the records as she testified. This is a reasonable request no doubt. Dave at this point was concerned about some of the stuff he had found in the records and his attempts to confront the board collectively about it usually ended in conflict. Dave testified to this in court.
- Under mounting tension, the working relationship broke down between Dave and Kyle and at this point "Angry Dave" enters the equation. Dave makes matters a whole lot worse by mishandling his communication with just about everyone due to his anger and frustration with the entire situation.
- Continued lack of funding makes matters worse and worse. Dave grew resentful of always kicking in funds at the 11th hour and refused to turn over the documents without having them copied first out of concern that they would be destroyed or manipulated. Whether founded or not, the company refused to help him pay for this cost and took a hard line. Dave responded in kind and took a hard line to releasing them without the assurance that they would be taken care of.
- Public pressure from shareholders, now the SEC, the IRS and creditors along with a stale T-mobile lawsuit, pressure with the Daic lawsuit, still no funds and mounting outrage result in continued deterioration.
- I enter the picture and assist the company with redoing the company website. When I became aware of the copying issue, I offered to contribute the required funds to the company in exchange for shares in the public offering as long as they'd be earmarked for the copying effort. After this offer was denied by management, I then offered to pay for the copying effort entirely myself - out of my pocket in exchange for NOTHING just to see it resolved. I also offered to fly out and arrange for the secure transport of the documents. Both of these offers were also turned down and I was told to stay out of it. Then we had the shareholders' forum and the company collectively cited the fact that Dave had the records as one of the primary reasons we weren't moving forward - knowing full well I was sitting in the room and had offered to handle the situation. Shareholders responded and insisted that they be allowed to contribute to resolve the situation to which Kyle agreed (after turning me down several weeks prior). I arranged the copying effort and got the whole thing taken care of in a few weeks.
- Now after the records were copied and both Dave and Kyle had digital copies there should have been no excuses from anyone right? Well the reality is that in court we found out that the records Dave had in his possession did not contain all of the information needed to produce financials (audited or otherwise).
So you ask who was in charge of getting the financials in order before Pierce came on board? Who had the most knowledge of the companies situation, with the authority to act and create an environment of compromise? Who's ultimate responsibility is to to make sure the company is in compliance with SEC, the IRS and general accounting principles, laws and guidelines? Who's job was it to raise funds to keep the doors open so directors weren't arguing over $7,000 to electronically archive the company's largest body of documents? Who's job was it to make sure there was a transition of both electronic and paper accounting records from one regime to another and if there was a problem to make it known and fix it?
My answer - the CEO, President and Chairman of the Board.
Now it is true that the Cristian was not being paid and I am sure this killed his motivation. It is also true that Cristian was going through a lot of personal issues at the time and was in and out of the country. In his defense he had a lot on his plate, a lot of pressure, a lot of conflict. He may not have been aware of all of the problems or the legal requirements. But it was his job to bring in the funds to make sure that we could meet our obligations and move forward and when you are in a position of authority, it is your job to either make it happen or step down and pass the reigns to someone else if you cannot. I ultimately hold the CEO responsible for the deterioration of this company. He failed to cast a vision and unite his team and shareholders have to pick up the pieces. But even with that said, this failure was a team effort.
Court Documents - Feb. 1st Trial
Post-Trial Response - Calypso
https://viewer.zoho.com/docs/paY7x
Receiver Order and Memorandum Opinion
http://dl.dropbox.com/u/49946173/Calypso%20Order%20Appointing%20Receiver.PDF
http://dl.dropbox.com/u/49946173/Calypso%20Memorandum%20Opinion.PDF
Redacted Trial Briefs
http://dl.dropbox.com/u/49946173/Calypso%20Redacted%20PTB.pdf
http://dl.dropbox.com/u/49946173/DW%20Redacted%20PTB.pdf
*Thank you to bacatcha for allowing us to use his drop box account.
This is true. As silly as all of this is - I withdrew my services and since the receiver is the only one with any kind of power to act on behalf of the company, I cannot make changes to the website (even though I paid for it and the copyright on the content that is currently up there was never released because the company didn't send me $10).
So I don't think I can really do much of anything with the website until I touch base with the receiver.
c-ya tomorrow folks.
I'll post some more tomorrow guys. I am unavailable tonight through about 2 pm eastern tomorrow. I have made myself available to the receiver for whatever he might have in mind. I suspect that I will be able to offer the website as a means of organzing and polling shareholders. The forum funtionality is ready to go on the new site and there have been about 160 or so folks registered.
BTW - if you haven't registered for the website yet, you may want to do that in the even that it becomes a tool for collaboration in the near future.
Wonderful, I can't say that I'm glad to have him as a moderator considering how lop sided his responses to my posts have been and how uncomitted he's been in the past to responding to anything I've asked him about.
Very good question - all of the documents off lexis nexis are PDF documents. This one would to have come directly from the lawyer posting it or inside.
Put the links together and I'll be happy to sticky it for you.
Thank you for the quick link. The document has been posted here:
https://viewer.zoho.com/docs/paY7x
It was posted by Calypso's lawyers.
I sent the document off to be posted to the drop box just now. I apologize that I was not quicker to get it up today. Some men and I from my church are leading a young men's conference this weekend and I was out paintballing all morning.
The response filed with the court today seeks additional powers for the receiver to pursue other options outside of liquidation and challenges a number of assertions made in the ruling and memorandum.
What exactly are you trying to insulate about the purpose of the website. Yes it is good work - and I am sorry if my good work is not representative of the underlying company.
There has been a response to the judges ruling. I have it in PDF format and will get it up tomorrow
No problem guys - it is just the right thing to do. I may not be the captain of this ship, but I am certainly going to go down with the vessel. I've just invested too much time and money not to see it through. My hope is that the receiver will at least consider other options.
If anyone has any shares they want to sell under 1 cent, let me know because I will buy them. I think you are ridiculous for selling before the final hour, but let me know if you do.