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It's up now
I tried to log in and got some strange website.
On vcsy.com go to investors
NOW SOLUTIONS, INC.,
a Delaware corporation
Statement Regarding Missing Stock Certificates
December 18, 2023
FOR PUBLIC RELEASE
as authorized by the Board of Directors of
NOW SOLUTIONS, INC.
Please be on notice that pursuant to certain recent transactions Vertical Computer Systems, Inc., a
Delaware corporation, now owns all outstanding shares of NOW SOLUTIONS, INC., a Delaware
Corporation. Certain stock certificates for shares of NOW SOLUTIONS, INC. are currently missing.
Vertical Computer Systems, Inc. has made a claim of ownership of all missing stock certificates of
NOW SOLUTIONS, INC.
By reading this notice you are now notified of Vertical Computer Systems, Inc.’s claim on all missing
stock certificates of NOW SOLUTIONS, INC.
This notice is intended to put any person or entity on notice of this claim. This will affect your legal
rights including, without limitation, any attempts to claim to be a “protected purchaser” under Section
8-303 of the Delaware Uniform Commercial Code or other law.
If you have any information on the missing share certificates you may contact NOW SOLUTIONS,
INC. either by email to:
Freddy Holder, CFO (fholder@nowsolutions.com); or
Len Chermack, Board of Director NOW SOLUTIONS, INC. (lchermack@vcsy.co
Sorry, that was old
here it is.
Dated: December 14, 2023
Certain litigation to which Vertical Computer Systems, Inc., a Delaware corporation (the “Corporation”),
has been a party has recently been resolved.
The purpose of this letter is so that the Board of Directors of the Corporation (the “Board”) and
management of the Corporation can update its stockholders as to material facts with respect to events involving
the Corporation. The Board wishes to continue to uphold its fiduciary due to the Corporation and its
stockholders.
The Board believes that, overall, the dismissal of the litigation and related transactions are in the best
interest of the Corporation and its stockholders.
While there are limitations on what the Board and the Corporation can disclose, we wish to give you a
meaningful update.
The following two cases were dismissed:
Case 1 - Lakeshore Investments, LLC vs. Now Solutions, Inc., Vertical Computer Systems, Inc., et al,
Superior Court of the State of California in the County of Los Angeles, Case No. 19/STCV15381
On May 2, 2019, the Corporation and its subsidiary, Now Solutions, Inc. (“Now Solutions”) were sued
by Lakeshore Investments, LLC (“Lakeshore”) in the Superior Court of the State of California in the County of Los
Angeles. Lakeshore sought damages in excess of $3 million. The Corporation and Now Solutions made various
cross-claims against Lakeshore and others.
On November 30, 2023, after years of litigation, all parties to the litigation filed a request for the
complete dismissal of the all claims and cross-claims in the litigation. It is anticipated the California court will
formally dismiss the entire case, with prejudice. A case dismissed “with prejudice” cannot be tried again.
You may access the public record related to the litigation by:
(1) going to the following website:
https://www.lacourt.org/casesummary/ui/index.aspx?casetype=civil
(2) entering case number 19STCV15381; and
(3) clicking the “search” button.
Page 2 of 2
Case 2 – Vertical Computer Systems, Inc., et al vs. Robert Farias, et al, Texas, 191st District Court, Case
Number DC-23-17092
On October 5, 2023 the Corporation and Now Solutions filed suit against Robert Farias and Kim Farias in
the 191st District Court in Texas. The suit alleged certain claims that the Corporation and NOW against Robert
Farias and Kim Farias.
On December 5, 2023, the Corporation and Now Solutions filed a motion to Nonsuit Defendants with
Prejudice.
It is expected that the Texas court will grant the motion in due course.
You may access the public record related to the litigation by:
(1) going to the following website:
https://courtsportal.dallascounty.org/DALLASPROD/Home/Dashboard/29
(2) Enter case number “DC-23-1709
Many of our
current paths to maximize value require litigation and/or legal planning. To execute those plans, we often must
limit communications with our stockholders to arrive at better legal outcomes and implement confidential
strategies
Looks like Kona may be correct, It sounds like we are going to pursue more litigation.
Friday, October 13, 2023
Dear VCSY Stockholders,
I know that many stockholders have been wondering why we have been so quiet and have been looking for
updates. As the CEO and a Board member, I can say our core focus has been to find a path to enhance the value
of the Company. We have been pursuing the objective of maximizing stockholder value relentlessly. Many of our
current paths to maximize value require litigation and/or legal planning. To execute those plans, we often must
limit communications with our stockholders to arrive at better legal outcomes and implement confidential
strategies. Our goal remains to pursue legal strategies with merit and defend claims against us and recover
damages, when possible, from those who fiscally damaged the company through their actions. As you are aware
we have had success in litigation over the actions of VCSY’s former CEO, Richard Wade, which damaged the
Company.
As CEO and Board member, alongside members of the Board of VCSY and several supporting stockholders, I have
been fighting significant challenges to pursue justice for our stockholders through a legal strategy and path that
defended claims while relentlessly going after the bad actors involved when possible. We have made great
strides in this pursuit.
I can now communicate some legal news as it is public record. On October 5th, VCSY filed case number DC-23-
17092 in Dallas County Court and has sued the various individuals who worked with Richard Wade. The suit
alleges that those involved caused many financial issues the Company has faced. The filed suit also includes the
allegation of RICO violations, collusion with Richard Wade, as well as violations of fiduciary responsibility against
Robert Farias and his ex-wife Kim Farias (click here to see filing). Members of the Board, and the litigation
committee of the Board in coordination with myself as CEO were actively involved in the process of getting this
lawsuit filed.
The work we have been doing had to be carried out discretely, with moderate communications between a few,
due to the secrecy required to protect the various legal pursuits and strategies. As many of you are aware, we
successfully pursued Richard Wade, the former CEO, for his role in causing the loss of shareholder value by
violating his fiduciary responsibilities, and embezzlement. The Board feels the Company is in a stronger position
today than when we inherited these significant and the many legal problems which our ongoing litigation
attempts to address.
Page 2 of 2
As for our legal representation, we have made many changes to position VCSY with superior counsel both inhouse and outside to give the Company the best chance to succeed. Our litigation committee decided that it
was advisable that we retain a very strong legal team led by Caitlin Jones, partner of PettitKohn, to replace
Biggins Law firm to represent VCSY and NOW in the Lakeshore case. The Lakeshore trial is set for November
13th. With the Texas lawsuit filing against Robert and Kim Farias, Lakeshore’s council has agreed to a mediation
on Nov.1st to see if we can settle the Lakeshore matter prior to trial. R. Shawn McBride, a corporate and securities
lawyer with over 2 decades of experience, including working for some of the largest law firms in the US (most
recently K&L Gates), has been acting as outside counsel and legal advisor to VCSY. Pete Harry remains as our
Texas counsel who filed the Dallas County suit mentioned above. He formerly led our successful litigation against
Richard Wade. This was important to allow the Company to move forward as it removes risk to investors in VCSY.
We continue to look for ways to maximize stockholder value and to grow our business. Legal costs take away
the necessary capital that could otherwise be invested in growth, provide the money for the audits and
compliance requirements to position the Company to trading again.
Stay tuned, look for more updates in November 2023.
New update on vcsy.com under investors.
We now own 100% of Now Solutions.
Doc. Case closed
Knark, if you are implying vcsy is a get rich quick scheme then you must have been asleep for the last 20+years.
I must say your a funny kind of guy.
I have one word for you.MAGA.
COMING TO A CITY NEAR UOU SOON.
This case should be over on 12/4 according to Tom over on the Chat.
12/4 is the next court date.
Here's a question for you.
Why would the new BOD be fighting so hard to save a broken company?
The only money that came from shareholders for lawyers was way back in the beginning when we booted Wade out.
So somebody has been paying the lawyers all this time.
WHY?
I can confirm 👍 we now own 100% of Now Solutions
IMO, we are not going to produce any hardware.
I believe we are going to sell our patents and collect royalties.
Hope you don't choke on your ego.
We win, Faries loses.
Eat that wade
I bet they cave.
RICO CHARGES?
Kona, if I'm reading this right, it is a little scrambled. You missed the most important part for you, I'm pretty sure it says vcsy is going after these crooks with RICO charges.
Did I read that correctly 🤔
Bring it!
Yes, on the Chat.
Letter to shareholders from the BOD coming soon.
These lawyers are fn woke, wecare screwed.
Everything woke goes broke.
Our Diverse Team:
Female Attorneys: 59%
Minority Attorneys: 36%
I have little confidence in these woke lawyers.
Looks like Wade is appealing the court case to the Supreme Court.
This fn guy won't go away.
https://search.txcourts.gov/Case.aspx?cn=05-22-00454-CV&coa=coa05
Doc, how do you introduce evidence leagley? By making them charge you with something.
These people are dumb.
And doc, you hit the nail right on the head,
How do you interduce evidence.
The deep state wants to know what T has planned for them.
The Farris case was moved to June 6th I believe.
Hcq, would love to hear your thoughts.
The Wade case is over.
The judge ruled in our favor.
It's done. Now on to the next crooks.
Doc, If you're trying to make me feel better, it's not working. That seems to be old news from 600 bc
Im starting to think we may have been hoodwinked.
WTF is up with the Wade case. This is getting ridiculous.
Now im starting to get pissed off.
I give them 2 months and then there will should be a deluge of phone calls to management demanding answers.
In 2 months.
DOCUMENTS FILED
02/10/2023 Certificate of Mailing for ((Final Status Conference; Order to Show Cause Re: Sanctions) of 02/10/2023)
Filed by Clerk
02/10/2023 Minute Order ( (Final Status Conference; Order to Show Cause Re: Sanctions))
Filed by Clerk
02/09/2023 Jury Instructions
Filed by NOW SOLUTIONS INC., a Delaware Corporation (Cross-Complainant); VERTICAL COMPUTER SYSTEMS, a Delaware Corporation (Cross-Complainant)
02/07/2023 Joint Exhibit List
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/07/2023 Declaration (of Jonathan Nguyen in Response to OSC re failure to file joint documents)
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/07/2023 Joint Witness List
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Trial Brief
Filed by NOW SOLUTIONS INC., a Delaware Corporation (Cross-Complainant); VERTICAL COMPUTER SYSTEMS, a Delaware Corporation (Cross-Complainant)
02/06/2023 Declaration (re OSC / Trial Continuance)
Filed by NOW SOLUTIONS INC., a Delaware Corporation (Cross-Complainant); VERTICAL COMPUTER SYSTEMS, a Delaware Corporation (Cross-Complainant)
02/06/2023 Certificate of Mailing for ((Court Order) of 02/06/2023)
Filed by Clerk
02/06/2023 Minute Order ( (Court Order))
Filed by Clerk
02/06/2023 Trial Brief
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Witness List
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Exhibit List
Filed by LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
PROCEEDINGS HELD
02/10/2023 at 09:00 AM in Department 39
Order to Show Cause Re: (Sanctions) - Held - Continued
02/10/2023 at 09:00 AM in Department 39, Stephen I. Goorvitch, Presiding
Final Status Conference - Held - Continued
02/06/2023 at 3:13 PM in Department 39, Stephen I. Goorvitch, Presiding
Court Order
REGISTER OF ACTIONS
02/10/2023 Order to Show Cause Re: Why the Court should strike Defendant's jury demand and order this case to proceed as a bench trial scheduled for 03/01/2023 at 08:30 AM in Stanley Mosk Courthouse at Department 39
02/10/2023 Final Status Conference scheduled for 03/01/2023 at 08:30 AM in Stanley Mosk Courthouse at Department 39
02/10/2023 Order to Show Cause Re: Sanctions scheduled for 03/01/2023 at 08:30 AM in Stanley Mosk Courthouse at Department 39
02/10/2023 Jury Trial (6 day estimate) scheduled for 03/08/2023 at 08:30 AM in Stanley Mosk Courthouse at Department 39
02/10/2023 Minute Order (Final Status Conference; Order to Show Cause Re: Sanctions)
02/10/2023 Certificate of Mailing for (Final Status Conference; Order to Show Cause Re: Sanctions) of 02/10/2023; Filed by: Clerk
02/10/2023 On the Court's own motion, Final Status Conference scheduled for 02/10/2023 at 09:00 AM in Stanley Mosk Courthouse at Department 39 Held - Continued was rescheduled to 03/01/2023 08:30 AM
02/10/2023 On the Court's own motion, Order to Show Cause Re: Sanctions scheduled for 02/10/2023 at 09:00 AM in Stanley Mosk Courthouse at Department 39 Held - Continued was rescheduled to 03/01/2023 08:30 AM
02/10/2023 Pursuant to oral stipulation, Jury Trial (6 day estimate) scheduled for 02/28/2023 at 09:30 AM in Stanley Mosk Courthouse at Department 39 Not Held - Advanced and Continued - by Court was rescheduled to 03/08/2023 08:30 AM
02/09/2023 Jury Instructions; Filed by: NOW SOLUTIONS INC., a Delaware Corporation (Cross-Complainant); VERTICAL COMPUTER SYSTEMS, a Delaware Corporation (Cross-Complainant)
02/07/2023 Joint Witness List; Filed by: LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/07/2023 Declaration of Jonathan Nguyen in Response to OSC re failure to file joint documents; Filed by: LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/07/2023 Joint Exhibit List; Filed by: LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Exhibit List; Filed by: LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Witness List; Filed by: LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Trial Brief; Filed by: LAKESHORE INVESTMENT LLC., a California limited liability company (Plaintiff)
02/06/2023 Order to Show Cause Re: Sanctions scheduled for 02/10/2023 at 09:00 AM in Stanley Mosk Courthouse at Department 39
02/06/2023 Declaration re OSC / Trial Continuance; Filed by: NOW SOLUTIONS INC., a Delaware Corporation (Cross-Complainant); VERTICAL COMPUTER SYSTEMS, a Delaware Corporation (Cross-Complainant)
02/06/2023 Trial Brief; Filed by: NOW SOLUTIONS INC., a Delaware Corporation (Cross-Complainant); VERTICAL COMPUTER SYSTEMS, a Delaware Corporation (Cross-Complainant)
02/06/2023 Minute Order (Court Order)
02/06/2023 Certificate of Mailing for (Court Order) of 02/06/2023; Filed by: Clerk
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terryd
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« Reply #1 on: Yesterday at 11:00:42 AM »
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Forgot this section:
FUTURE HEARINGS
03/01/2023 at 08:30 AM in Department 39 at 111 North Hill Street, Los Angeles, CA 90012
Order to Show Cause Re: Sanctions
03/01/2023 at 08:30 AM in Department 39 at 111 North Hill Street, Los Angeles, CA 90012
Order to Show Cause Re: Why the Court should strike Defendant's jury demand and order this case to proceed as a bench trial
03/01/2023 at 08:30 AM in Department 39 at 111 North Hill Street, Los Angeles, CA 90012
Final Status Conference
03/08/2023 at 08:30 AM in Department 39 at 111 North Hill Street, Los Angeles, CA 90012
Jury Trial
Letter to shareholders just released from the new board.
Dear VCSY Shareholders,
Wednesday, February 1, 2023
Update to the shareholders of Vertical Computer Systems, Inc. (“VCSY”),
The VCSY Board has managed to direct results to date with favorable actions for all our VCSY Shareholders. While we discovered many new challenges upon taking over as a Board, many unknown issues emerged after the change in control from Richard Wade. The Board acted, and we feel addressing some of these issues has reduced potential risks for the shareholders. As a Board put in trust by you to protect all shareholders interest, we believe we are in a better position today than when we started. That is not to say we do not have significant challenges ahead, but we are confident that we can continue the forward progress.
In 2022, VCSY had successfully prosecuted two of three lawsuits, one by judgement against Mr. Wade and a successful mediation in favor of VCSY with Mr. Mills and his law firm. Both cases are public record and available results can be found with court publication of the records and on FAQ’s on VCSY Website. Where we can comment on legal matters, we do and publish if allowed to do so. The current litigation against Lakeshore and Robert Farias is ongoing. For this reason, we cannot comment on this at this time. Trial is set for the end of February, which is as much information we can share.
Members of this Board have worked tirelessly and well beyond the scope of a Board and what we were contracted to do as the Board. In perspective, most Boards oversee the companies they serve and advise executive management. This is not the case for VCSY. The Board has faced several challenges and unselfishly has taken on additional executive roles in order to operate the Company in the best interest of All shareholders, while maintaining cost controls and keeping expenses in check. A few examples of positive reduction in operational costs for 2023:
? Our negotiated settlement and payment terms with the former landlord (note: the Company was locked out due to Richard Wade’s failure to pay rent for over a year and adding risk) will come to an end soon as we have (3) monthly payments left.
? We have received a positive proposal by our D&O insurance carrier that will further reduce our monthly expenses.
As for personnel, we have been successful to date in retaining key personnel who are also giving 110%. Our CEO of NOW, Marianne Malcolm has done a herculean job of retaining personnel.
The Board remains continually optimistic and looks forward moving further ahead in 2023
Wade is now toast.
Mandate issued yesterday in Mountain Reservoir Corp vs Luiz Valdetaro case. Notice the upper case and bold letters used in mandate.
In accordance with this Court’s opinion of this date, we DISMISS the appeal.
We ORDER that appellee Luiz Valdetaro recover his costs, if any, of this
appeal from appellant Mountain Reservoir Corp.
WHEREFORE, WE COMMAND YOU to observe the order of the Court
of Appeals for the Fifth District of Texas, in this behalf, and have it duly obeyed
and executed
Yes Fencman1, vcsy is in the middle of suits to get Wade's shares back so he can't profit from being a crook.
Ploinks is now being tested again and there have been 3 updates in the past 2 weeks.
Why don't you download Ploinks and become a tester. You can also ask Luiz Valdetaro any question you want.
Thanks Russ
New update for Ploinks at the play store.
Steady progress.
Join the Ploinks testers.
It's free.
Kona, are you doing the free ploinks testing??
We have I think 10 testers now
Could use more.
Np Jedi,
New update for Ploinks on the pley store.
get before they run out.
Second one in a week.
Jedi, I don't see you on Ploinks testing. do you have a different name on ploinks testing?
We have like 10 testers over there now.