Legal Proceedings.
−Removed: complaint against us, dated September 26, 2019, has been filed by Foley Shechter Ablovatskiy (“Foley Shechter”), our
−Removed: former counsel, seeking $151,031 in legal fees, in addition to interest and costs of suit.
−Removed: The Company believes these claims to
−Removed: be unfounded and is vigorously defending itself.
−Removed: To that end, on November 20, 2019 the Company filed a motion to dismiss certain
−Removed: counts of the complaint, with prejudice.
−Removed: That motion remains pending with the Supreme Court of the State of New York, County of
−Removed: Oral argument is scheduled for November 5, 2020.
−Removed: Upon resolution of the motion, the Company shall file an answer, together
−Removed: with affirmative defences and counterclaims.
−Removed: The counterclaims shall include, without limitation, malpractice claims, arising
−Removed: out of Foley Shechter’s grossly negligent mishandling of certain transactions and excessive billing related thereto.
−Removed: amounts related to this claim are included in accounts payable and accrued expenses in the accompanying Financial Statements.
−Removed: If our motion to dismiss is granted, our potential liability would be reduced to $51,031 plus interest and attorney’s fees
−Removed: Regal Consulting,
−Removed: LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada.
−Removed: Regal is demanding
−Removed: approximately $400,000 and 60,000 shares of the Company’s common stock as payment for services that Regal purports to have
−Removed: Regal additionally claims that $106,500 remains due on a Convertible Note executed by the Company in May of 2017
−Removed: (the “2017 Note”), and asserts that it is owed in excess of $100,000 in penalties in connection with the Company’s
−Removed: refusal to honor certain Conversion Notices.
−Removed: Company filed an Answer and Counterclaim, denying liability and alleging that Regal procured by fraud the Company’s execution
−Removed: of various consulting agreements and additionally failed to provide the consulting services contemplated by said agreements.
−Removed: discovery process is ongoing.
−Removed: In addition, the parties have agreed to mediate their dispute and are in the process of selecting
−Removed: a mediator and scheduling their mediation.
−Removed: part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.
−Removed: entity is required to file
−Removed: an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of
−Removed: the relationship between the foreign subsidiary and the parent company.
−Removed: From 2012 through the 2014, the Company did not file this
−Removed: form in a timely manner.
−Removed: As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $10,000
−Removed: per year, or $30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the Accrued
−Removed: expenses and other payable figure in the Balance Sheet.
−Removed: The Company recorded the penalties for all three years during the year
−Removed: ended June 30, 2018 and is negotiating a payment plan.
+Added: are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results
+Added: of operations.
+Added: There is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or
+Added: body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company,
+Added: our common stock, our subsidiary or of our companies or our subsidiary’s officers or directors in their capacities as such, in
+Added: which an adverse decision could have a material adverse effect.
+Added: part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.
+Added: entity is required to file an informational
+Added: Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between
+Added: the foreign subsidiary and the parent company.
+Added: From 2012 through the 2014, the Company did not file this form in a timely manner.
+Added: 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,
+Added: plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure
+Added: in the balance sheet.
+Added: The Company recorded the penalties for all three years during the year ended June 30, 2018 and is negotiating a
+Added: payment plan.
The Company is current on all subsequent filings.
−Removed: addition to the above, from time to time, we may be involved in litigation in the ordinary course of business.
−Removed: Other than as set
−Removed: forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial
−Removed: condition or results of operations.
−Removed: Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry
−Removed: or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
−Removed: the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock,
−Removed: any of our subsidiaries or any of our subsidiaries’
−Removed: officers or directors in their capacities as such, in which an adverse
−Removed: 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.