What is read in the counter complaint are the EXACT things that have been repeatedly denied about the R/S promises as well as first hand insight into the company's actions! Key issues:
1) Supports that the anti-R/S holders were promised much greater value than normal common holders. "De La Garza explained that Cloud MD, formerly known as National Scientific Corporation, was to undergo a planned two-hundred-to-one (200:1) reverse stock split in the near future. Because of the anti-dilution provision of the shares that the Kroosses would receive, De La Garza explained that these shares would also increase in value by a factor of two-hundred-to-one (200:1)."
2) A false patent claim: "At this time, De La Garza and LeBlanc made various representations about certain electronic medical record and medical practice management software (hereinafter the “Software”) developed and owned by Cloud MD, including but not limited to, that the Software included a patented feature for automatically posting payments to patient accounts[ ]" As we know, no such patent has ever been found...
3) False claims about Drummond certification. Clearly if they didn't get it until over 2 years later, this claim would be very false... "On or about March 1, 2012, De La Garza separately represented to the Kroosses that the Software was to be certified by the Drummond Group, Inc. as meeting “meaningful use” standards within thirty (30) days. Since that time, although the Software has yet to be certified as meeting such standards, De La Garza, LeBlanc, and Duckworth have made continuing representations that such certification was in process and would be issued soon."
4) It also makes claims about failure to pay their rent, theft of office equipment, failure to pay agreed upon salaries and benefits... and yes... securities FRAUD!
5) If the charges are determined to be accurate... a substantial award against CLOK could result! An award that can easily exceed all of the assets of the company! "Upon the submission of a written accounting, and a hearing thereon, Counter-Plaintiffs are entitled to an order of this Court, directing Counter-Defendant to pay such amounts as are found to be owed to Counter-Plaintiffs."
Latest on the lawsuit: Reset Hearings: Settlement Conference RESET location change only for 9/15/2015 01:30 PM in Suite 6.350, Courtroom 6C (Jackson) before Magistrate Judge Robert H. Walker.