Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
On
August 24, 2021, Plaintiff Millennium Fine Art Inc. (“MFAI”) filed a Complaint against the Company, alleging that on or about
April 21, 2021, MFAI and the Company entered into a contract (the “Contract”), by which MFAI agreed to create 7,700 non-fungible
tokens (“NFT”) in exchange for sixteen million dollars ($16,000,000) worth of shares of the Company. MFAI claims that the
Company breached the Contract by refusing delivery of the NFTs and not delivering $16 million worth of shares to MFAI. The Complaint
asserts causes of action for breach of contract, special damages and promissory estoppel, and seeks sixty-six million dollars ($66,000,000)
in damages, specific performance by Company according to the terms of the Contract, and MFAI’s attorney’s fees and costs.
On
October 18, 2021, the Company filed a motion, denying all the material allegations of the Complaint, and seeking to stay the case and
compel arbitration pursuant to the purported Contract. In its motion, the Company only sought to enforce the terms of the Contract as
it relates to arbitration, but otherwise denied the existence of a valid and binding contract. Over MFAI’s opposition, the Court
granted the Company’s motion, and stayed the case, pending the resolution of the Parties’ arbitration of the dispute.
To
date, MFAI has not filed an arbitration, and the matter remains stayed. The Company intends to continue to defend the matter vigorously,
to the extent MFAI ultimately decides to file an arbitration.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
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