Commitments and Contingencies

3 Months Ended

Jan. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 3 Commitments and Contingencies

Commitments

Consulting Agreements

Effective May 13, 2013, the Company entered into a 2 year consulting agreement with the manager of Mesh; this individual will assist with all aspects of the acquired patent portfolio, including, among other things, maintenance of inventions, patent prosecutions and applications related to the patents. This individual will be paid $7,000 per month. The agreement is subject to cancellation.

On November of 2013, the Company entered into a placement agent agreement which notes a placement agent fee equal to 10% of the aggregate purchase price paid by each investor introduced, directly or indirectly by the finder.  In addition, the Company agreed to pay up to $15,000 in additional expenses to the placement agent.

In November 2013, the Company entered into a 12 month investor relations consulting agreement which notes a monthly fee of $6,000 in addition to the issuance of 100,000 shares of the Company’s common stock of which 50,000 on the date of issuance, 25,000 on the 121st day and the remainder on the 180th day.  As of January 31, 2014, 50,000 shares have been issued.

Employment Agreements – Officers and Directors

On December 24, 2013, the Board of Directors of the Company appointed Franciscus Diaba as a director of the Company.  In connection with the appointment, Mr. Diaba will receive monthly compensation of $1,000 and a one time share issuance of 50,000 shares of the Company’s common stock which vests 6 months from the date of grant.

In January of 2014, the Board of Directors changed the monthly compensation of Andrew Uribe, a director, from $750 to $1,000.  In addition, Mr. Uribe was granted a one time share issuance of 50,000 shares of the Company’s common stock which vests 6 months from the date of grant.

On January 3, 2014, Cameron Gray resigned from his positions as Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and director of the Company. Upon Mr. Gray’s resignation, Ravinder Dhat was appointed as the Company’s Chief Executive Officer and Chairman of the Board, effective January 3, 2014.  Mr. Ravinder received the following in connection with his position:

· Base salary of $125,000 with a $12,500 signing bonus

· Option to purchase 2,144,881 common shares exercisable at $0.69 per share.  The options expire on January 2, 2019 and vest at 12.5% every six months beginning on the 6 month anniversary of January 3, 2014.

· 1,072,441 shares of restricted common stock vesting at 12.5% every six months beginning on the 6 month anniversary of January 3, 2014.

Lease Agreement

On January 16, 2014, the Company entered into a virtual office lease agreement for a period of one year which required an initial payment of $307 and monthly payments of $129.

Contingencies

In the ordinary course of business, the Company actively pursues legal remedies to enforce its intellectual property rights and to stop unauthorized use of its technology. Other than ordinary routine litigation incidental to the business, the Company knows of no material, active or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceedings or pending litigation.

Following is a summary of our litigation efforts:

We, through our wholly-owned subsidiary, Endeavor Energy, filed a patent infringement lawsuit against Tucson Electric Power Company in the United States District Court of Arizona, Case No. 4:13-CV-2396-TUC-RCC. Endeavor Energy is asserting claims of patent infringement related to U.S. Patent No. 7,366,201 (the ‘201 patent), entitled “Remote Access Energy Meter System and Method.” The lawsuit alleges that the defendant has infringed, and continues to infringe, the claims of the ‘201 patent.

Endeavor Energy also brought a patent infringement lawsuit against Con Edison Solutions, Inc. in the United States District Court for the Southern District of New York. The case was filed in the United States District Court for the Southern District of New York (13 CV 6528). Endeavor Energy, Inc. is asserting claims of patent infringement related to U.S. Patent No. 7,336,201 (the ‘201 patent), entitled “Remote Access Energy Meter System and Method.” The lawsuit alleges that the defendant has infringed, and continues to infringe, the claims of the ’201 patent.

Our wholly-owned subsidiary, MeshTech, filed patent infringement lawsuits against two defendants in the United States District Court for the District of Delaware. The two defendants are Itron, Inc. and Elster Solutions, LLC, Case Nos. 1:13-cv-01343-and 1:13-cv-01344, respectively. Endeavor MeshTech, Inc. is asserting claims of patent infringement related to U.S. Patent No. 7,379,981 (the ‘981 patent), entitled “Wireless Communication Enabled Meter and Network.” The lawsuits allege that the defendants have infringed, and continue to infringe, the claims of the ’981 patent.

MeshTech also filed patent infringement lawsuits against two additional defendants in the United States District Court for the District of Delaware.  The two defendants are Aclara Technologies, Inc. and Sensus USA, Inc., 1-13-cv-01618 and 1-13-cv-01627, respectively.  MeshTech is asserting claims of patent infringement related to U.S. Patent No.  7,379,981 (the ‘981 patent), entitled “Wireless Communication Enabled Meter and Network.”  The lawsuits allege that the defendants have infringed, and continue to infringe, the claims of the ’981 patent.