Item 1. Legal Proceedings
ITEM 1. LEGAL PROCEEDINGS
 
Except
as described below, we are currently not involved in any litigation
that we believe could have a material adverse effect on our
financial condition or results of operations. 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 the executive officers of our
Company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our
companies or our subsidiaries’ officers or directors in their
capacities as such, in which an adverse decision could have a
material adverse effect.
 
On
April 30, 2019, a complaint was filed against the Company in the
U.S. District Court in Dallas, Texas alleging that the Company
breached a provision in a common stock purchase warrant (the
“Vista Warrant”) issued by the Company to Vista Capital
Investments, LLC (“Vista”). Vista alleged that the Company failed to issue
certain shares of the Company’s Common Stock as was required
under the terms of the Warrant. Vista sought money damages in the
approximate amount of $7,000,000, as well as costs and
reimbursement of expenses.
 
On April 9, 2020, the Company, Vista and David
Clark (“Clark’), a principal of Vista, (the
“Parties”) entered into a Settlement Agreement and
Release (the “Settlement Agreement”) whereby the
Company shall (i) pay to Vista the sum of $75,000, which the
Company wired on April 10, 2020, and (ii) issue to Vista 17,500,000
shares of the Company’s Common Stock (the “Settlement
Shares”). For a period of time equal to 90-days from the date
of the settlement, or July 8, 2020, the Company shall have the
right, but not the obligation, to purchase back from Vista
8,750,000 of the Settlement Shares at a price equal to the greater
of (i) the volume weighted-average trading price of the
Company’s common shares over the five preceding trading days
prior to the date of the delivery of the Company’s written
notice of such repurchase or (ii) $0.02 per share. On May
18, 2020, the Company received $50,000 as consideration for waiving
the purchase option on the Settlement Shares, thereby allowing
Vista to retain all of the Settlement Shares. T he Vista warrants outstanding were cancelled as
part of the Settlement Agreement.
 
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