What changed in this filing

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Item 3. Legal Proceedings

2020-10-01 compared with 2019-10-15 · 47 added, 19 removed, 3 unchanged (96% of the section changed)

1 unchanged sentence

complaint against us, dated September 26, 2019, has been filed by Foley Shechter Ablovatskiy (“Foley Shechter”), our

former counsel, seeking $150,000 for legal fees, among other fees.

The Company believes these claims to be unfounded and the Company

is continuing to vigorously defend itself against this lawsuit and is preparing to file an answer with the Supreme Court of the

State of New York County of New York, together with counterclaims against the plaintiff, including, without limitation, malpractice

claims, arising out of Foley Shechter’s grossly negligent mishandling of the matter and excessive billing.

have received a demand letter, dated October 10, 2019, from Regal Consulting, LLC (“Regal”), our former consultant.

Notwithstanding the termination of our agreement with Regal, Regal is demanding approximately $400,000 and 60,000 shares of our

common stock as payment for services that Regal purports to have performed, even though no timely invoices were sent and no descriptions

of the services were ever provided.

The Company is continuing to vigorously defend itself against Regal’s unsubstantiated

addition to the above, from time to time, we may be involved

in litigation in the ordinary course of business.

Other than as set forth above, we are not currently involved in

any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any

court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers

or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or any of our

subsidiaries’

officers or directors in their capacities as such, in which an adverse decision could have a material adverse

former counsel, seeking $151,031 in legal fees, in addition to interest and costs of suit.

The Company believes these claims to

be unfounded and is vigorously defending itself.

To that end, on November 20, 2019 the Company filed a motion to dismiss certain

counts of the complaint, with prejudice.

That motion remains pending with the Supreme Court of the State of New York, County of

Oral argument is scheduled for November 5, 2020.

Upon resolution of the motion, the Company shall file an answer, together

with affirmative defences and counterclaims.

The counterclaims shall include, without limitation, malpractice claims, arising

out of Foley Shechter’s grossly negligent mishandling of certain transactions and excessive billing related thereto.

amounts related to this claim are included in accounts payable and accrued expenses in the accompanying Financial Statements.

If our motion to dismiss is granted, our potential liability would be reduced to $51,031 plus interest and attorney’s fees

Regal Consulting,

LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada.

Regal is demanding

approximately $400,000 and 60,000 shares of the Company’s common stock as payment for services that Regal purports to have

Regal additionally claims that $106,500 remains due on a Convertible Note executed by the Company in May of 2017

(the “2017 Note”), and asserts that it is owed in excess of $100,000 in penalties in connection with the Company’s

refusal to honor certain Conversion Notices.

Company filed an Answer and Counterclaim, denying liability and alleging that Regal procured by fraud the Company’s execution

of various consulting agreements and additionally failed to provide the consulting services contemplated by said agreements.

discovery process is ongoing.

In addition, the parties have agreed to mediate their dispute and are in the process of selecting

a mediator and scheduling their mediation.

part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.

entity is required to file

an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of

the relationship between the foreign subsidiary and the parent company.

From 2012 through the 2014, the Company did not file this

form in a timely manner.

As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $10,000

per year, or $30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the Accrued

expenses and other payable figure in the Balance Sheet.

The Company recorded the penalties for all three years during the year

ended June 30, 2018 and is negotiating a payment plan.

The Company is current on all subsequent filings.

addition to the above, from time to time, we may be involved in litigation in the ordinary course of business.

Other than as set

forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial

condition or results of operations.

Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry

or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to

the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock,

any of our subsidiaries or any of our subsidiaries’

officers or directors in their capacities as such, in which an adverse

decision could have a material adverse effect.

Mine Safety Disclosures.

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