More on TOVC - I'm skipping for now lots of footnotes. How about all those warrants and options for el cheapo shares? Have any of those?
Lots of "business consultant" shares in there.
What do you know about them? SEC guy around?
How about litigation? Problem here with "consultant". YOU SEEM TO KNOW A LOT ABOUT LAWYERS AND LEGALITIES. LOOKS LIKE THEY NEED YOUR HELP BECAUSE THEY ARE NOT DOING VERY WELL IN COURT.
ooooooopsie!!
Note I – Litigation
On September 30, 2005, the company filed a declaratory judgment action in the Supreme Court of the State of New York for the Seventh Judicial District seeking that Court’s determination that the company’s agreements with the management consulting firm were null and void and unenforceable as against the company, its officers and directors. (See Note H)
On February 1, 2006, the company moved for an order granting summary judgment in favor of the company and for such other and further relief as the Court deems just and proper. The company’s motion is based upon its contention that specific provisions of the purported April 12, 2005 agreement are illegal and void as a matter of law and that since the illegal provisions are central to the purported agreement’s main purpose, such provisions in the absence of a “severability” provision, vitiates the entire document. The provisions in question require that James and Keith Gleasman, as directors and majority shareholders of the company, vote their shares to perpetuate the provisions of members the firm as directors and officers of the company. Other provisions require Messrs. Gleasman to indemnify members the firm from liability for their conduct. The company’s motion was also based upon its view that the enforcement of the purported agreement would result in unjust enrichment since the company believes that the management consulting firm has not provided the services called for under the agreements and that the firm has already been paid far more than the value of the services actually rendered to it by such firm. In addition, the members of the firm have performed no services for the company since July, 2005 and no longer serve the company as officers or directors, or in any other capacities. The enforcement of the purported agreements would only compel the company and its shareholders to pay the management consulting firm substantial sums for inadequate performance.
On April 27, 2006, the Court dismissed the company’s summary judgment motion as to the illegality of the agreements and, in addition, granted the management consulting firm’s motion for summary judgment as to a limited number of counterclaims brought against the company solely with respect to the February agreement. On May 8, 2006, the Court entered a judgment and order directing the company to honor the exercise of two warrants (under both the February and June agreements) which had previously presented to the company for an aggregate 40,000 common shares and, in addition, grant a warrant to the management consulting firm for 245,000 common shares earned under the contested equity incentive provision, exercisable at $.01 per share. The Court also ordered the company to honor the approximately 511,200 additional warrants previously granted to the firm under the contested June and April agreements if and to the extent such firm exercised such warrants.
The company believes the Court has committed reversible error and on May 9, 2006, filed a notice of appeal with respect to the Court’s decision, judgment and order with the Appellate Division of the New York Supreme Court, Fourth Department. In addition, on May 15, 2006, the company filed a motion for reargument and/or renewal with the Court on the basis that such Court had overlooked significant facts supporting the company’s position and completely misstated certain facts in a manner to sustain defendants’ position. On June 28, 2006, the Court denied the company’s request for reargument and/or renewal and an order confirming such denial was entered on July 17, 2006. |
