Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
The
Company may become involved in various claims and legal actions arising in
the
ordinary course of business. In the opinion of management, except as discussed
above, the ultimate disposition of these matters will not have a material
adverse effect on the Company's financial position, results of operations,
or
liquidity.
Subsequent
from the completion of the Exchange Agreement and Bring Down and Amendment
agreement dated September 25, 2007 with Zaring-Cioffi Entertainment, LLC, a
California limited liability company (“Zaring-Cioffi”), ZCE, Inc., a California
corporation (“ZCE”), and Q-C Entertainment, LLC, a Washington limited liability
company (“Q-C”), the Company uncovered discrepancies in the representations of
certain ZCE principals and management and the operations of ZCE. The Company
is
currently involved in assessing these discrepancies and determining the best
course of action. As a result, the management of ZCE has been terminated for
cause.
13
On
April
3, 2008, the Company filed a lawsuit against ZC Entertainment and John Zaring
for $20,000 in the Circuit Court of Chesapeake Virginia in connection with
a
promissory note. This suit by the Company is related to an advance made by
the
Company prior to the closing. The Company made demand on ZCE and the guarantor,
John Zaring, but the promissory note was not paid in accordance with its
terms.
In
connection with the litigation above, John Zaring and Bianca Cioffi filed a
claim against us with the American Arbitration Association (“AAA”). The Company
is currently preparing its defense and believes, John Zaring and Bianca Cioffi
claims are without merit. Counsel for the Company has expressed the opinion
that
the Company will prevail in this action.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The
Company submitted no matters to a vote of its security holders during the fiscal
year ended May 31, 2008.
PART
II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.