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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