What changed in this filing

/stocks — the workspaceLOADING

Item 1. Legal Proceedings

2003-08-14 compared with 2003-02-13 · 18 added, 50 removed, 15 unchanged (82% of the section changed)

LEGAL PROCEEDINGS

The Brown Simpson lawsuit previously reported in Registrant's Form 10K for the

year ended March 31, 2002 was settled on December 31, 2002.

Please see Note 6,

"Repurchase of Preferred Stock", Item 2, "Changes in Securities and Use of

Proceeds" and Registrant's Form 8-K filed on January 13, 2003 for more details

of the settlement transaction.

The Earthlink lawsuit previously reported in Registrant's Form 10K for the year

ended March 31, 2002 is proceeding on schedule.

A mediation date has been

scheduled for March 27, 2003;

however, the litigation will not be suspended

pending any mediation.

Additionally, Semotus and WizShop have been named as two of seventeen corporate

defendants, ten individual defendants and one accountant defendant in a class

action lawsuit brought by the California Teachers' Retirement System.

lawsuit was filed on November 15, 2002 in the United States District Court for

the Central District of California, Western Division.

The suit alleges two

causes of action for violating Section 10(b), 15 U.S.C.

78j(b) and SEC

Rule 10b-5, 17 C.F.R.

240.10b-5, and for violating Section 20(a), 15

The California Teachers' Retirement System seeks general

and compensatory damages according to proof, special damages according to proof,

reasonable attorney's fees, cost and expenses of the proceedings, prejudgment

interest at the maximum legal rate, and such other and further relief as the

Court deems proper.

We believe the suit is without merit as to WizShop and

Semotus, and are in the process of getting dismissed from this lawsuit.

are not dismissed, we will contest the lawsuit vigorously.

The Earthlink lawsuit as previously reported in the Company's Form 10K for the

year ended March 31, 2003 has been settled.

On May 19, 2003, the parties reached

a settlement and signed a settlement and mutual general release agreement, in

which Earthlink agreed to pay to

WizShop a total sum of $210,000.

We are also a party to other legal proceedings in the normal course of business.

Based on evaluation of these matters and discussions with counsel, we believe

that liabilities arising from these matters will not have a material adverse

effect on our consolidated results of operations or financial position.

that any potential liabilities arising from these matters will not have a

material adverse effect on our consolidated results of operations or financial

CHANGES IN SECURITIES AND USE OF PROCEEDS

1 unchanged sentence

Act of 1933, as amended, as follows:

During the Quarter ended December 31, 2002, the Company did not issue any shares

of its common stock to suppliers of services to the Company.

Company did issue 14,368 shares of common stock to a supplier of services as

part of a settlement arrangement.

On December 31, 2002, as part of the Preferred Stock Buy Back and Mutual Release

Agreement with Brown Simpson Partners I, Ltd, Semotus repurchased from Brown

Simpson all of the outstanding shares of the Company's Series B Convertible

Preferred Stock.

In consideration of the aforesaid purchase of the Shares,

Semotus paid one hundred thousand dollars ($100,000.00) and issued to Brown

Simpson 846,154 warrants to purchase shares of Common Stock of Semotus,

exercisable at $0.01 per share.

In addition, in consideration for Brown Simpson

agreeing to enter into a settlement and mutual release related to its

anti-dilution claim, the Company revised Brown Simpson's existing 1,153,846

(post-split) Warrants to provide for an exercise price of $0.01 per share.

January 24, 2003, Brown Simpson exercised 1,153,846 warrants by remitting

$11,538.46 to Semotus, and Brown Simpson was issued 1,153,846 shares of common

During the Quarter ended June 30, 2003, the Company did not issue any shares of

its common stock to suppliers of services to the Company.

However, the Company

did issue 187,500 shares of common stock to Kathleen Wold on May 21, 2003

pursuant to an Amendment to the Agreement of Merger between Semotus, Acquisition

Wireless, Inc., Cross Communications and Kathleen Wold in which the share price

guarantee provision of the Merger Agreement was accelerated, and each party was

released of any and all other remaining obligations.

On May 1, 2003, Brown Simpson exercised 846,154 warrants by remitting $8,461.54

to Semotus, and Brown Simpson was issued 846,154 shares of common stock.

With respect to these transactions, the Company relied on Section 4(2) of the

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings