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Item 3. Legal Proceedings

2022-04-14 compared with 2021-04-16 · 19 added, 72 removed, 2 unchanged (98% of the section changed)

LEGAL PROCEEDINGS

From time to time, we may become involved in various

lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an

adverse result in these or other matters may arise from time to time that may harm our business.

Except as set forth below, we are currently

not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business,

financial condition or operating results.

Power Up Lending Group, Ltd.

On October 11, 2019, Power Up Lending Group, Ltd.

(“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme

Court of the State of New York, County of Nassau.

The complaint alleges, among other things, (i) the occurrence of events of default in

certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including,

but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits

as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

In addition, the complaint

alleges, among other things, that Mr.

Dietrich took affirmative steps to deliberately cause the Company to breach its financial obligations.

As a result of the foregoing, Power Up has requested:

(i) the greater of $312,000 and the “parity value”

as such term is defined

in the Power Up Notes together with $2,000 per day until the Company issues shares upon conversion of the Power Up Notes together with

applicable interest thereon;

(ii) $165,000 as a result of the misrepresentations;

(iii) an amount of lost profits to be determined by

the court, but in no event less than $312,000;

(iv) $312,000 as against Mr.

(v) an award for reasonable legal fees and costs

of litigation;

(vi) a judgment awarding specific performance under the Power Up Notes;

and (vii) the costs and disbursement of the action,

pre-judgment interest, default interest and such other further relief as the court deems proper.

On August 24, 2020, the Supreme Court

of the State of New York, County of Nassau adjourned a hearing on Power Up’s motion for default judgment with respect to the complaint

filed by Power Up on October 11, 2019, against the Company and Mr.

Dietrich until September 14, 2020.

On September 14, 2020, Power-Up filed a motion

for leave to enter a default judgment against the Company and Mr.

Dietrich, alleging that the defendants failed to appear and did not

establish a meritorious defense to the claims made or a reasonable excuse for the delay in interposing their answer.

On February 9, 2021,

a motion for default judgment was granted and the default judgment in the total amount of $350,551.10 was entered against the Company

Dietrich jointly and severally.

Sheppard Mullin’s Demand for Arbitration

On December 1, 2020, Sheppard, Mullin, Richter

& Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS

in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a

failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin.

Sheppard Mullin seeks to collect the entirety

of the amount owed by the Company in accordance with said engagement agreement.

Rother Investments’

On October 28, 2020, Rother Investments, LLC (“Rother

Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the

Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal

amount and interest under the Note, as described in the complaint.

Rother Investments seeks to collect the amount of $124,750.00 as of

the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00

pursuant to Tex.

47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such

other relief as the court deems appropriate.

Trawick’s Complaint

On or about January 25, 2021, Travis Trawick (“Trawick”)

filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Circuit Court for the City of Virginia Beach,

Virginia, asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and

modified, and ancillary documents thereto (collectively, the “Note”), and Mr.

Dietrich’s failure to fulfill its obligations,

as the guarantor, under the Note.

Trawick demands a judgment in his favor in the amount exceeding $130,336.15, the exact amount to be

proven at trial including pre and post-judgment interest, reasonable attorneys’

fees, court costs, other taxable costs, and such

other relief as the court deems appropriate.

December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities

counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an

engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin.

Sheppard Mullin was awarded $459,250.88 in unpaid legal fees, disbursements and interest on June 25, 2021.

A judgement confirming the

arbitration award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado.

September 23, 2021, the Company entered into a Resolution Agreement and Release (the “Resolution Agreement”) with Sheppard

Mullin concerning the $459,250.88 judgement entered against the Company.

Under the terms of the Resolution Agreement, the Company was

required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to

January 2023 with a final $10,000 payment due in February 2023.

The Company has made the monthly payments due for September 2021 to March

are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.

time to time, we may be involved in legal proceedings arising in the ordinary course of our business.

We investigate these claims as

they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable.

Regardless of

outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative

publicity and reputational harm, and other factors.

MINE SAFETY DISCLOSURES

Not applicable.

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-K

Item 3. Legal Proceedings