Tesla Vision Corporation (TSLV)

[wafflestomper]

this is from the most recent annual report....

http://www.qurl.com/krws6
http://www.qurl.com/lk45k

ITEM 9 - LEGAL PROCEEDINGS

On January 16, 2006, Edward Nichols, a former employee, filed suit in Boulder County, Colorado against the Company and its Board of Directors claiming default on a note he holds with the company for $100,000 for purported past services while with Secure Logistix Corporation. Also included in the suit were demands for past wages and expenses while employed by the Company.

On September 25, 2006, a Stipulation for Judgment was entered into among the Company and Mr. Nichols. Mr. Nichols was awarded a judgment in the principal amount of $49,416, a statutory penalty of $24,708 and attorney fees of $9,170 for a total judgment of $83,294 on the wage claim cause of action. The Company agreed to pay Mr. Nichols $49,416 in quarterly installments of $12,354 on September 29, 2006, December 29, 2006, March 29, 2007 and June 29, 2007. The Company also agreed to deliver 250,000 shares of Manakoa’s common stock to Mr. Nichols. The Company made the initial payment under the judgment prior to September 29, 2006 and issued the 250,000 shares subsequent to September 30, 2006.

In return for the payment of $49,416 and the delivery of the 250,000 shares of Manakoa’s common stock, Mr. Nichols agreed that execution shall be stayed on the wage claim judgment. If the Company makes all payments in a timely manner, the judgment of $83,294 shall be vacated. The balance owed on the judgment as of December 31, 2006, totaling $24,708, is included in the accompanying financial statements as Judgment payable.

Mr. Nichols shall be entitled to a judgment on the promissory note cause of action in the amount of $100,000 plus interest, and agrees that execution of the aforementioned note shall be stayed until June 30, 2008, should the Company be successful in its arbitration case, on or before June 30, 2008, if the company is successful in obtaining a judgment against ex-CEO and director Robert Williams and others represented as consultants, employees and founders of Secure Logistix (see below). The $100,000 principal balance owed as of December 31, 2006 is included in the accompanying financial statements as part of Notes payable, other. The balance owed for accrued interest as of December 31, 2006, totaling $24,773, is included in the accompanying financial statements as Accrued interest payable, other.

On May 5, 2006, the Company received from former employee Jon Foucault a demand letter regarding a demand promissory note dated December 30, 2004, in the original amount of $25,000 due him by the Company.

On or about November 1, 2006, the Company filed a Notice of Intent to Arbitrate naming ex-CEO Robert Williams, ex-VP Software Development Tony Noblett, ex-VP Platform Architecture Mark Walla, ex-VP Business Development Edward Nichols, and former employees and consultants Ellen Gardner and Jeremiah Beckett. All parties listed are third party beneficiaries, receiving benefits from the Stock Purchase Agreement between Manakoa, Secure Logistix, and Williams.

Manakoa intends to arbitrate full restoration of the parties, including those named third party beneficiaries, to their original position prior to entry of the Stock Purchase Agreement, including restoration of all assets and return of all issued and outstanding stock of Manakoa from all parties to the contract, including the named third party beneficiaries, as well as cancellation of the notes to all parties to the contract, including the named third party beneficiaries. Manakoa further intends to arbitrate all claims of material breach and material misrepresentation and the damages related there from by Mr. Williams and Secure Logistix to Manakoa. Manakoa further intends to arbitrate all issues of self-dealing, fraud, tortious interference with business expectancy by virtue of the conduct by Mr. Williams, individually, as a shareholder, past CEO, and director of Manakoa and a shareholder and director of Secure Logistix.