Contingencies and Commitments
is subject to various legal proceedings and claims that have arisen in the ordinary course of business.
On March 15,
2012, the Company received notice of a complaint filed by a Mr. Haining Zhang and China Venture Partners, Inc. in the U.S. Southern
District Court of New York on March 9, 2012, against several defendants, including the Company, as successor to OraLabs Holding
Corp. In the complaint Mr. Zhang is alleging, among other things, breach of contract by the Company and certain of our former officers,
directors and control persons, in connection with our December 2006 acquisition of Partner Success Holdings Limited. Among other
things, Mr. Zhang alleges that the defendants breached an agreement to compensate him for services he allegedly performed in connection
with seeking out a merger candidate for the Company. The Company believes that the suit is without merit and intends to vigorously
defend its interests in the case. The Company was granted court permission to file a motion to dismiss the action as against it.
Prior to filing the motion to dismiss, plaintiffs amended their complaint. Accordingly, the Company filed a motion to dismiss the
amended complaint. That motion has now been fully briefed by the parties. The court has not yet advised whether it will permit
oral argument on the motion prior to issuing a decision.
estimate of any potential loss cannot be made at this time, the Company does not believe that its business or financial condition
is materially adversely affected.
As of September 30, 2012, the Company
did not have any capital commitments (June 30, 2012: $nil).