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Go Shnaax...Can't even make this stuff up!

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stlogic Member Level  Friday, 05/15/15 12:56:52 PM
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Go Shnaax...Can't even make this stuff up!

but Bill and Kathy AlverWest can

$1,800 in the bank followed by this latest filing

Lease Commitments

The Company gave up its leased office space in Jupiter, Florida in January 2014, and acquired a new office in Newport Beach, California. The Florida leaseholder obtained a judgment in the amount of $181,968 for the remainder of the monthly lease payments through June 2016 pursuant to the terms of the lease agreement plus legal fees of $1,487. The Company has recorded the full amount of the judgment, however believes that when the facility is re-leased it may not have to pay the full amount. Upon the leaseholder’s execution of a new lease with a new tenant, the Company plans to file for the release of the amount of the judgment over and above the actual loss incurred by the leaseholder. There is no guarantee the property will be re-leased or that such a filing will be successful and that the Company will be able to mitigate its loss in this way.

The Company’s Newport Beach, California lease term is one year commencing January 2014 at the rate of $1,439 per month. We believe that our existing facilities are adequate to meet our current needs and that suitable additional or alternative space will be available at this facility if needed. We have no assurance that future terms would be as favorable as our current terms. As of January 2015, the Company did not renew the lease, thereby converting to a month-to-month basis.

The Company has not invested in any real property at this time, nor does the Company intend to do so. The Company has no formal policy with respect to investments in real estate or investments with persons primarily engaged in real estate activities.

Legal

In 2011 Siesta Flow LLC filed a legal action against the Company in the Twelfth Circuit Court of Sarasota County, Florida, alleging breach of contract and seeking damages in the amount of $92,000 plus costs. In April of 2012, the court has issued final summary judgment against the Company in the total amount of $95,500. On April 27, 2012, the court issued an order to approve a settlement of the judgment issued against the Company. According to the terms of the approved settlement, a third party and a non-party to the legal action against the Company, agreed to purchase the claim of Siesta Flow LLC. in the amount of $75,000 and additional claims against the Company from other parties, for a total amount of $95,500 in exchange for the issuance of 19,100,000 shares of common stock by the Company, subject to certain limitations on the issuance of such shares set forth in settlement. The Company has recorded the settlement agreement at the market price of the stock on the date of issuance.

During the year ended June 30, 2013, the Company issued 14,384,000 shares of common stock with a market value of $7,562,500 in payment of the settlement. $1,719,000 was in satisfaction of the settlement payable and $5,843,000 was recognized as a loss on the settlement of this liability, which was netted to $5,799,000 by forgiven amounts of $44,000. At December 31, 2014 there is a balance of 4,716,000 common shares remaining to be issued under the settlement agreement. Under the agreement, the shares can be drawn upon at any time, provided that the number of shares of common stock of the Company beneficially owned by the purchaser of the Siesta Flow LLC's claim does not exceed 9.99%. The number of shares required to settle this liability is unchanged by the Company’s recent reversed spilt in the number of its issued and outstanding shares of common stock.

In June of 2013, a former officer of the Company filed a lawsuit against the Company and its President and directors alleging several counts, including a breach of contract and fiduciary duty, and seeking damages in the amount of $122,300 and other unspecified damages. The Company considers the lawsuit without any merit and will defend it vigorously. On September 18, 2013, the plaintiff filed a motion to compel early mediation. In February 2014 the parties attended a settlement conference; however, no settlement could be reached. As of December 31, 2014 the case was still pending.


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On October 8, 2014, a former Director pled not guilty to charges by the U.S. Attorney’s office of 15 U.S.C. Sections 77e and 77x (Illegal Sales of Unregistered Securities) and 18 U.S.C. Section 2 (Aiding and Abetting and Causing an Act to be Done). The alleged violation pertains to January, 2012 when the Director caused the Company to issue shares of common stock pursuant to the Company's 2010 Equity Compensation Plan, as amended, registered on the registration statement on Form S-8, purportedly for certain consulting services provided to the Company. According to the charges, the actual intended purpose of such stock issuances was to raise capital for the Company through the sale of its stock. Shares registered on Form S-8 cannot be used by the issuer to raise capital for the issuer or to promote the issuer's stock price and are limited for the issuance to the issuer's employees, consultants, and advisors for bona fide services to the company. Our current management was not involved, had no knowledge of these allegations, and is conducting a thorough review and investigation of its policies and compliance procedures to discover any deficiencies in its internal controls.

On July 24, 2014, the Company, its Chairman and Chief Financial Officer received subpoenas from the Securities Exchange Commission (the “SEC”) that stated that the staff of the SEC is conducting an investigation In the Matter of PEI Worldwide and Certain Other Issuers, File No. HO 11576 and that the subpoena was issued to the Company, its Chairman and CFO as part of the foregoing investigation. The Company has no knowledge of PEI Worldwide. The SEC’s subpoena and accompanying letter do not indicate whether the Company (or its Chairman and CFO, respectively) is, or is not, under investigation. The Company has contacted the SEC’s staff regarding the subpoenas, and the Company is cooperating with the SEC. As of December 31, 2014, no further communication from the SEC has been received by the Company.

Note 6. Stockholders’ Deficit

The Company has authorized 200,000,000 shares of common stock with a par value of $0.001 and 25,000,000 shares of preferred stock with a par value of $0.001.

On October 28, 2013, the Company effected a 100 to 1 reverse split of its common stock that has been reflected in the Stockholders’ Deficit.

During the six months ended December 31, 2014 the Company issued 15,000 shares of common stock for services ($44,250).

At December 31, 2014 the Company had a balance of 4,716,000 common shares remaining to be issued in satisfaction of the settlement agreement. Under the agreement, the shares can be drawn upon at any time, provided that the number of shares of common stock of the Company beneficially owned by the purchaser of the Siesta Flow LLC's claim does not exceed 9.99%. The number of shares required to settle this liability is unchanged by the Company’s recent reversed spilt in the number of its issued and outstanding shares of common stock.

Non-Employee Stock Options and Warrants

The Company accounts for non-employee stock options and warrants under ASC 718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares.

There were no warrants or stock options issued or outstanding at December 31, 2014. All warrants issued in prior periods expired without being exercised.


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Note 7. Loans from Directors and Shareholders

During the six months ended December 31, 2014, a shareholder advanced the Company an additional $42,509 which makes total loans payable $127,146. The loans are non-interest bearing and due on demand.


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