XML 28 R19.htm IDEA: XBRL DOCUMENT v3.5.0.2
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
NOTE 13 - COMMITMENTS AND CONTINGENCIES

Litigation:

 

On July 17, 2008, Dreier LLP, a law firm, filed a complaint in the Supreme Court of New York, County of New York, seeking damages of $311,023 plus interest for legal services allegedly rendered to us. The complaint was answered on August 14, 2008 raising various affirmative defenses. On December 16, 2008, Dreier LLP filed for bankruptcy in the U.S. Bankruptcy Court for the Southern District of New York. A settlement was reached on September 30, 2014 requiring the Company to pay $22,500 of installment payments. Installment payments totaling $15,000 were made during 2014. The remaining installment payments, totaling $7,500, were made in 2015. The full amount of the original dispute, less the $15,000 of installment payments made during 2014, is included in the Company's accounts payable at December 31, 2014. The remaining balance was paid in 2015.

 

From time to time, the Company is involved in various litigation matters in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position or results of operations.

 

Payroll and Payroll taxes

 

Due to a lack of capital, the Company has been unable to pay all of the compensation owed to its employees. In addition, in 2011, 2012 and the first quarter of 2013, the Company did not pay certain federal and state payroll tax obligations due for employees' compensation, and they have become delinquent. As a result, the Company has included in accrued expenses an amount of approximately $99,861 that represents an estimate that could be expected upon settlement of these payroll taxes with the respective taxing authorities. In April, 2015, an agreement was reached with the IRS that details an agreed upon amount owed and a 17 month payment plan for same. In addition, the Company has contacted the state involved and anticipates settlement discussions in the near future.

 

Employment agreement

 

On March 1, 2014, the Company appointed Stanley E. Freimuth as Chief Executive Officer of the Company with an initial term of three years and monthly compensation of $17,500. In addition, Mr. Freimuth received 5,000,000 shares of the Company's common stock for which was exchanged for 500,000 shares of series A convertible preferred stock issued per board resolution, options to purchase 3,000,000 shares of the common stock exercisable at $0.015 per share for 7 years, vesting over three years on anniversary, and a $25,000 sign on bonus.

 

Lawsuits from Noteholders

 

On July 20, 2015, the Company received a complaint concerning a promissory note dated December 21, 2007 that matured on June 21, 2009 (See Note 17 – Subsequent Events).

 

New York State Attorney General Subpoena

 

In December, the Company and Progress Advocates, its majority owned subsidiary, received a subpoena requesting documents regarding the operations of Progress Advocates. This request was one of several requests sent to companies operating in the Federal Student Loan document preparation space in New York State. We have provided the requested information and will continue to respond to all requests for more information. We are confident that our compliance with payments aligned to the consumer's receipt of benefit and our responsible marketing will be accurately conveyed by these information exchanges.

  

Operating leases

 

The Company currently occupies office space at 1133 Westchester Avenue, Suite S-223, White Plains, NY 10604, under a short term lease with an unaffiliated third party. The monthly rent is $3,500 and can be terminated with a sixty day notice.