Item 8.01 Other Events.
On April 22, 2020, First Capital Venture Co., a subsidiary of the Registrant,
filed in the 17th Judicial Circuit in and for Broward County, Florida, an
8-count Complaint against its previous merchant processor, T1 Payments, LLC et
al, under Case No. CACE-20-006914, UCN 062020CA006914AXXXCE. The complaint
sought the return of $649,311.73 being held by the merchant processor and for
damages related to the processor ceasing to accept MasterCard payments from the
Registrant's customers for the purchase of its products. The Registrant sought
declaratory relief as well as damages against the Defendants. The complaint
alleged the Defendant breached the contract between the parties, sought
violations of Florida Statute § 772.11 (Civil Remedy for Theft), replevin, and
fraud. On August 4, 2020, the Court granted a motion to transfer the lawsuit to
Nevada wherein it would be required to be filed pursuant to the merchant
processing agreement. As a result, the lawsuit was dismissed without prejudice
to be filed in the appropriate jurisdiction in Nevada.
Subsequently, on May 14, 2021, First Capital Venture Co., filed an eight-count
complaint against T1 Payments, LLC, Donald Kasdon and Does 1 through 10, in the
District Court, Clark County, Nevada, under case number: A-21-834626-B (the
"Complaint"). The 8-count Complaint filed in Nevada against the previous
merchant processor alleged breach of contract, fraud, conversion, and unjust
enrichment. The Complaint seeks the return of the $649,311.73 being held by the
merchant processor, declaratory relief, damages related to, among other
allegations, this processor ceasing to accept MasterCard payments from the
Registrant's customers for the purchase of its products, treble damages,
attorney and court costs.
To help expedite the litigation of this case, Company's counsel sought a more
specialized type of proceeding by requesting the matter be heard in business
court. The Company is continuing to work with counsel in Florida, California and
Nevada to litigate and resolve the matters alleged in the Complaint.
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