8.01 Other Events
more detailed in the below section, Background, the Registrant previously disclosed the acquisition of Crescent, and related litigation
with a lender, TCA.
litigation with TCA regarding Crescent continues in court, with the Registrant as the Plaintiff, in South Florida. Unfortunately,
TCA has not filed an Answer to the claims as of this date, and it is believed TCA continues to assert that it owns and or controls
Crescent and or assets of Crescent.
records of Crescent, otherwise needed for such things as completing financial statements, completing audits, among other things,
remain in limbo given the lack of settlement with TCA and lack of court order to the contrary. The Registrant believes it owns
and controls Cresent but in light of litigation and lack of cooperation from TCA on related issues, the Registrant ability
to complete financial statement audits and consolidations for accounting purposes is stymied.
the Registrant, especially as it relates to accounting, believes it can't consolidate Crescent and thus to that extent states
same, without waiving it rights and claims to Crescent ownership and control pending review in front of the Court. Thus on November
1, 2018 management determined, upon advice of professionals, that it will not consolidate Crescent though it does not waive rights
and claims to Crescent.
March 13, 2017, the Registrant, Intelligent Highway Solutions, Inc., (IHSI) confirmed the partial completion of a closing involving
a certain acquisition and certain related credit facilities, such closing referenced by the parties as the Intelligent Highway
Solutions, Inc. - Crescent Construction Company Inc. Purchase (the “Transaction”).
summary, a company acquired ownership of the acquisition, and also provided the Registrant rights to take control of the ownership
of the acquired company, and another company agreed to fund the acquisition and certain working capital, to allow the completion
of the overall Transaction.
is made to the Registrant’s Form 8-K filed in March, 2017, concerning the March 21, 2017 event of the acquisition. Reference
is also made to the Amendment filing on or about March 12, 2018, where the Registrant determined, upon advice of advisors and
in light of comments supplied the Registrant in communications with the SEC, to file an amendment.
prior Form 8-K(s) provides the names and details of said Transaction and is incorporated herein by reference .