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WINNERS ALL INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JULY 31, 1995 AND 1994
NOTE 12 - LITIGATION (CONTINUED)
An action, Brian A. Travis v. WIN Network, LLC and Winners All
International, Inc. on or about July 3, 1995. In this action, Mr.
Travis seeks to enforce a purported employment agreement which he
claims was entered into between WIN Network, LLC and Mr. Travis in
which Mr. Travis claims he is entitled to a ten-year employment term
and damages of $10,000,000. Mr. Travis also sues Winners All
International, Inc. as a purported guarantor to the agreement. WIN
Network, LLC is comprised of UC'NWIN Systems, Inc. and Winners All
Ltd., a subsidiary of Winners All International, Inc.
On March 5, 1996, both defendants filed a motion to dismiss the
Travis action on the grounds that the purported employment agreement
violated applicable provisions of the New York Limited Liability
Corporation Law, the WIN Network, LLC operating agreement and
Winners All International, Inc.'s by-laws. Defendants motion is now
pending before the Court. As a result of financial restrictions, no
further legal activities were performed by the Company and there has
been no further discovery.
On January 29, 1997, the Board of Directors of the Company ratified
that all past and current litigation, and inquiries, against Brian
Travis, shall cease. The Board recognized that all current and
future resources should be directed towards achieving the objective
of obtaining and operating future profitable ventures. Although no
formal settlement has been signed, management is of the opinion that
all litigation between the Company and Brian Travis has been
mutually terminated, and anticipates no further legal actions, and
no consideration was exchanged.
NOTE 13 - OTHER MATTERS
On July 20, 1994, the Company entered into an agreement to merge
with UC'NWIN Systems Corporation, formerly UC'NWIN system, Ltd., the
parent of UC'NWIN Systems, Inc. UC'NWIN Systems, Inc. was the
Licensor to WAL of the world-wide rights (except United States) to
the patent and technology comprising the UC'NWIN systems. The
Company had filed a registration statement with the Securities and
Exchange Commission by which the Company would register and issue
one of its shares for each share of UC'NWIN Systems Corporation. In
1996, the Company terminated its agreement to merge with UC'NWIN
Systems Corporation. Activities related to this merger and any
shares of stock that were exchanged, during this period, were
negated and all shares returned.
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