1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

WO

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA 

Kristina Rueling, 

Plaintiff, 

v. 

MOBIT LLC, et al., 

Defendants. 

No. CV-18-00568-PHX-BSB

ORDER 

 Defendants, MOBIT, LLC and James Koch, have filed a motion to dismiss for 

lack of subject matter jurisdiction, pursuant to Rules 12(b)(1) and 12(h)(3) of the Federal 

Rules of Civil Procedure. (Doc. 10.) The motion is fully briefed. (Docs. 11, 18.) As set 

forth below, the Court grants Defendants’ motion. 

I. Background 

In this matter, Plaintiff Kristina Rueling asserts claims for failure to pay minimum 

wages under the Federal Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201-219, and 

failure to make timely payment of wages under the Arizona Wage Act, Ariz. Rev. Stat. 

§§ 23-351, 23-353, and 23-355. (Doc. 1.) Plaintiff alleges that Defendant MOBIT LLC 

is a mobile marketing company, Defendant James Koch is the owner of MOBIT LLC, 

and that she was a sales representative and full-time employee of these Defendants from 

August 2017 until November 2017. (Id. at ¶¶ 8-11, 17-19.) 

 On November 20, 2017, Plaintiff provided a one-week notice that she would be 

resigning. (Id. at ¶ 19.) Plaintiff alleges that she was terminated that same day and that 
- 2 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Defendants did not pay her final paycheck for work she performed between November 1, 

2017 and November 20, 2017. (Id. at ¶¶ 19-20.) Plaintiff estimates that her final 

paycheck should have been “around $5,000.” (Id. at ¶ 20.) Plaintiff alleges that she 

requested her paycheck several times. (Id. at ¶ 21.) Plaintiff seeks unpaid minimum 

wage compensation, liquidated damages, and statutory penalties for Defendants’ alleged 

violations of the FLSA. (Id. at ¶ 2.) Plaintiff seeks unpaid wages, treble damages, and 

statutory penalties for Defendants’ alleged violations of the Arizona Wage Act. (Id. at 

¶ 3.) 

 In their motion to dismiss, Defendants assert that MOBIT LLC is a Delawarebased company that has no employees and no contractors. (Doc. 10, Ex. 2.) Defendants 

assert that MOBIT LLC never had a contract with Plaintiff. (Id. at 2, n.2; Ex. 1 at ¶¶ 3-

5.) Defendants further assert that Plaintiff was a contractor with a New Zealand-based 

company called MOBIT Technologies Ltd.1

 (Id., Ex. 1 at ¶¶ 2-3.) In response to the 

motion to dismiss, Plaintiff refers to “MOBIT” and does specify whether she is referring 

to Defendant MOBIT LCC, or MOBIT Technologies Ltd, an entity that has not been 

named as a defendant in this matter.2

 (See Doc. 11.) Plaintiff states that on December 

12, 2017, and again on February 6, 2018, “MOBIT” asked Plaintiff to release her claims 

in exchange for $5,000 and she rejected these offers. (Id. at 2-3.) 

 On March 15, 2018, MOBIT Technologies Ltd. wired $5,000 to Plaintiff’s bank 

account. (Doc. 10 at 2; see also Doc. 11 at 3, Ex. 3 at ¶ 5 (Plaintiff acknowledges the 

wire transfer, but states it was from “MOBIT” and does not specify whether the funds 

were from MOBIT LLC or MOBIT Technologies Ltd.).) Defendants state that this 

 1

 Defendants argue that MOBIT LLC and Koch were not Plaintiff’s employers and therefore Plaintiff has filed this action against improper parties. However, they do not seek dismissal of Plaintiff’s claims on that basis and the Court does not need to address 

this issue to resolve the motion to dismiss. (See Doc. 10.) 

2

 The exhibits to Plaintiff’s response include correspondence with MOBIT Technologies Ltd., and a proposed termination agreement and a proposed release from MOBIT Technologies Ltd. (Doc. 11, Exs 1, 2, 4, and 6.) Plaintiff’s exhibits also include a 

declaration from her attorney in which he states he sent a settlement offer to MOBIT 

LLC, and “MOBIT” responded with a counter offer and then sent an unauthorized wire 

transfer of $5,000 to Plaintiff’s bank account. (Id., Ex. 3.) 
- 3 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

amount addresses the wages allegedly owed to Plaintiff under her contract through 

November 20, 2017, plus an additional sum. (Doc. 10, Ex. 1 at ¶ 8.) Plaintiff’s bank 

charged her $20.00 for the transaction. (Doc. 11, Ex. 3.) Plaintiff asserts that she 

“rejected the tendered offer of settlement.” (Id., Ex. 6.) Defendants’ counsel notified 

Plaintiff’s counsel that MOBIT Technologies Ltd. had paid Plaintiff in full and asked that 

Plaintiff dismiss the case. (Doc. 10, Ex. 3 at ¶ 3.) Plaintiff refused to do so. (Id.) 

Defendants filed the pending motion to dismiss on the ground that Plaintiff’s FLSA claim 

is moot and, therefore, the Court lacks jurisdiction over this matter. 

II. Standard of Review 

 A party seeking to invoke the jurisdiction of the federal courts must establish 

“standing” under Article III of the United States Constitution. Schmier v. U.S. Court of 

Appeals for Ninth Circuit, 279 F.3d 817, 820-21 (9th Cir. 2002). “The ‘core’ or 

‘bedrock’ elements of standing” are “a (1) legally recognized injury, (2) caused by the 

named defendant that is (3) capable of legal or equitable redress.” Id. If a party lacks 

standing, she may not bring her suit in federal court. Id. 

 A party must maintain a live controversy throughout the litigation. Di Giorgio v. 

Lee, 134 F.3d 971, 974 (9th Cir. 1998). If an action or claim no longer presents a live 

controversy, the action or claim becomes moot and the court lacks jurisdiction to resolve 

the underlying dispute. See Ruiz v. City of Santa Maria, 160 F.3d 543, 549 (9th Cir. 

1998) (“Generally, an action is moot when the issues presented are no longer ‘live’ or the 

parties lack a legally cognizable interest in the outcome.”) (citation and internal quotation 

marks omitted). Mootness is a sometimes referred to as “the doctrine of standing set in a 

time frame.” U.S. Parole Comm’n v. Geraghty, 445 U.S. 388, 397 (1980). “A case 

becomes moot when interim relief or events deprived the court of the ability to redress 

the party’s injuries.” Am. Cas. Co. of Reading, Penn. v. Baker, 22 F.3d 880, 896 (9th Cir. 

1994). When a case becomes moot, the party loses standing, the court loses jurisdiction, 

and the matter must be dismissed. Doe v. Madison School Dist. No. 321, 177 F.3d 789, 

797-98 (9th Cir. 1999). 
- 4 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

III. Plaintiff’s FLSA Claim is Moot 

 Under the FLSA, employers must pay the federal minimum wage, at the rate set 

by statute, to an employee “who in any workweek is engaged in commerce or in the 

production of goods for commerce, or is employed in an enterprise engaged in commerce 

or in the production of goods for commerce.” See 29 U.S.C. § 206(a). Since July 24, 

2009, the federal minimum wage has been $7.25 per hour and, therefore, this is the rate 

that applies to Plaintiff’s minimum wage claim for hours worked in November 2017. See 

29 U.S.C. § 206(a)(1). Plaintiff, as “[a]n employee seeking to recover unpaid minimum 

wages or overtime under the FLSA ‘has the burden of proving that [s]he performed work 

for which [s]he was not properly compensated.’” Brock v. Seto, 790 F.2d 1446, 1447–48 

(9th Cir. 1986) (quoting Anderson v. Mt. Clemens Pottery Co., 328 U.S. 680, 687 

(1946)). 

 In Count I of the Complaint, Plaintiff alleges that Defendants violated the FLSA 

by failing to pay her the minimum wage for work performed between November 1 and 

20, 2017.3

 (Doc. 1 at ¶¶ 20, 33-41); see 29 U.S.C. § 206. Plaintiff does not allege that 

she worked overtime. (Doc. 1 at ¶¶ 20, 33-41.) Thus, Plaintiff claims that she was not 

paid minimum wage for a maximum of three weeks in which she worked 40 hours per 

week. Plaintiff’s damages for Defendants’ alleged failure to pay the federal minimum 

wage amount to $870 ($7.25 x 120 hours) plus liquidated damages, for a total of $1,740 

See 29 U.S.C. § 216(b).4

 The $5,000 that MOBIT Technologies Ltd. wired to Plaintiff’s 

bank account, less $20 for the transaction fee, exceeds $1,740 and, therefore, exceeds the 

damages that Plaintiff can recover on her FLSA claim. See id. Accordingly, Plaintiff’s 

FLSA claim is moot. See Kouba v. Renzenberger, Inc., 2012 WL 7149410, at *2 

 3

 Defendants state that Plaintiff was a contractor for MOBIT Technologies Ltd and, therefore, the FLSA and the Arizona Wage Act do not apply to her. (Doc. 10 at 4 n.4.) 

However, Defendants do not seek dismissal of Plaintiff’s claims on this basis. (Id.) 

Therefore, the Court does not address this issue. 

 4

 Pursuant to 29 U.S.C. § 216(b) “[a]ny employer who violates the provisions of section 206 or section 207 of this Title shall be liable to the employee or employees affected in the amount of their unpaid minimum wages . . . and in an additional equal amount as liquidated damages.” 
- 5 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

(D. Ariz. Jul. 6, 2012) (plaintiff’s claim for unpaid wages FLSA was moot because 

defendant tendered to plaintiff the maximum amount of damages plaintiff could collect), 

report and recommendation adopted by 2013 WL 593458 (D. Ariz. Feb. 7, 2013); 

Orozco v. Borenstein, 2012 WL 3762408, at *2-*3 (D. Ariz. Aug. 29, 2012) (FLSA 

claims were moot because defendant had reimbursed minimum wage employees for the 

fees deducted from their paychecks and paid liquidated damages); Evans v. Gen. Mech. 

Corp., 2012 WL 1450107, at *1 (M.D. Fla. 2012) (“FLSA claims are frequently mooted 

when an employer/defendant tenders ‘full payment.’”). 

 In Kouba and Orozco, courts in this district dismissed plaintiffs’ FLSA claims 

after defendants tendered payment for the plaintiffs’ full damages. In Kouba, plaintiff 

alleged that his employer violated the FLSA by failure to pay overtime wages. Kouba, 

2012 WL 7149410, at *1. After plaintiff filed suit, defendant tendered plaintiff one 

check for the overtime wages and a separate check for the statutory damages and interest. 

Id. Plaintiff cashed the larger check because he believed it was an admission of 

wrongdoing by defendant, but did not cash the smaller check because he did not want to 

give up his right to a jury trial. Id. The court concluded that because defendant had 

tendered payment for the maximum amount of damages plaintiff could receive, plaintiff’s 

FLSA claim was moot. Id. at *2. 

 Similarly, in Orozco, plaintiffs in a putative class action alleged that their 

employer violated the FLSA and the Arizona Wage Act by making improper deductions 

from their paychecks and thus failing to pay plaintiffs the minimum wage. Orozco, 2012 

WL 3762408, at *1. After plaintiffs filed suit, the employer reimbursed the named 

plaintiff and all of the putative class members for the alleged improper deductions, along 

with liquidated damages, and filed a motion to dismiss for lack of subject matter 

jurisdiction on the ground that there was no longer a live case or controversy. Id. The 

court noted the reluctance to find a putative class action moot when a defendant makes an 

offer of judgment to the named plaintiff only, whether before or after a motion to certify 

the class is filed. Id. at * 3 (citing Deposit Guar. Nat’l Bank v. Roper, 445 U.S. 326, 339 
- 6 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

(1980)). However, in Orozco, “the tender was made not only to the named plaintiff, but 

also members of the putative class.” Orozco, 2012 WL 3762408, at *3. The court 

concluded that it lacked subject matter jurisdiction because plaintiff and the putative class 

members had been fully compensated for all possible damages under the FLSA. Id. at 

*4-5. 

 In her response, Plaintiff does not address these cases but instead argues that the 

transfer of $5,000 into her bank account does not moot her FLSA claim because she did 

not accept the wire transfer and there is no binding settlement agreement between the 

parties. (Doc. 11 at 4-6.) To support this argument, Plaintiff cites cases for the 

proposition that an unaccepted settlement offer does not moot a case. (Id. at 4-5 (citing 

O’Neal v. America’s Best Tire, 2016 WL 3087296 (D. Ariz. June 2, 2016), Chen v. 

Allstate Ins. Co., 819 F.3d 1136 (9th Cir. 2016), Campbell-Ewald Co. v. Gomez, ___ U.S. 

___, 136 S. Ct. 663, 670 (2016)).) Plaintiff’s argument is misplaced because Defendants 

do not argue that there is a settlement agreement between the parties and they do not seek 

dismissal based on the terms of a purported settlement agreement. Instead, Defendants 

argue that Plaintiff’s claims are moot because she has received full payment for her 

alleged FLSA damages.5

 Furthermore, as set forth below, the cases Plaintiff cites are 

distinguishable and do not support her argument.6

 

 Plaintiff first cites O’Neal, a case from this district. (Doc. 11 at 4.) In O’Neal, 

defendants moved for summary judgment on the ground that plaintiffs’ claims for unpaid 

 5

 Plaintiff also asserts that the Court should deny the motion to dismiss because the settlement of an FLSA claim must be supervised by the Department of Labor or the Court. (Doc. 11 at 6 (citing Lynn’s Food Stores, Inc. v. United States, 679 F.2d 1350, 

1353 (11th Cir. 1982), Dail v. George A. Arab, Inc., 391 F. Supp. 2d 1326, 1331 (M.D. Fla. 2005)).) The Court rejects this argument because Defendants do not seek dismissal 

based on a purported settlement agreement, and there is no settlement compromising Plaintiff’s FLSA claim in this case. In other words, even if these cases presented binding authority in this Court, there is no settlement agreement for the Court to approve or reject and therefore these cases are irrelevant to the mootness issue raised in the motion to 

dismiss. 

6

 Defendants argue that the cases Plaintiff cites are distinguishable because they involved putative class actions. (Doc. 18 at 2.) The class action aspect is one distinguishing feature of these cases. However, the Court does not rely on that aspect alone to distinguish these cases from Plaintiff’s case. 
- 7 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

overtime compensation were moot because they had paid plaintiffs an amount equal to 

the unpaid compensation and liquidated damages. O’Neal, 2016 WL 3087296, at *2. 

Plaintiffs argued that their claims were not moot because they had not accepted, cashed, 

or deposited the checks. Id. The court denied summary judgment explaining that 

because the plaintiffs had “not accepted the checks tendered by [the defendants] . . . the 

parties remain[ed] adverse and retained the same stake in the litigation that they had at 

the outset.” Id. at *3 (citing Campbell-Ewald Co., 136 S. Ct. at 670-71). 

 The facts of this case differ from the facts in the O’Neal case, in which plaintiffs 

did not accept, cash, or deposit the checks that defendants tendered. In this case, Plaintiff 

argues that she rejected settlement offers and did not accept the wire transfer, but she 

does not state that she returned the funds or suggest that the money was placed in her 

account subject to any conditions or restrictions. See O’Neal, 2016 WL 3087296, at *3 

(citing M.M. v. Lafayette School Dist., 2014 U.S. App. LEXIS 18979 (9th Cir. Oct. 1, 

2014) (acknowledging that payment in full moots a case, but distinguishing the O’Neal 

plaintiffs’ refusal of checks from circumstances in which a plaintiff does not refuse 

payment.) 

 Plaintiff also cites the Ninth Circuit’s decision in Chen. (Doc. 11 at 5-6.) In 

Chen, the court explained that “a lawsuit—or individual claim—becomes moot when a 

plaintiff actually received all of the relief he or she could receive on the claim through 

further litigation.” Chen, 819 F.3d at 1145 (citing Campbell-Ewald, 136 S. Ct. 663). The 

court concluded that depositing $20,000 in an escrow account for plaintiff’s individual 

damages claim, and agreeing to injunctive relief, did not afford plaintiff actual relief and 

therefore did not moot his individual claims for damages and injunctive relief. Id. at 

1144. Defendant had deposited funds in an escrow account pending entry of a final court 

order or judgment “directing the escrow agent to pay the tendered funds to the plaintiff . . 

. and dismissing this action as moot.” Id. The court noted that defendant had “neither 

deposited the $20,000 in the court nor unconditionally relinquished its interest in the 
- 8 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

$20,000 to [the plaintiff].” Id. at 1146. Rather, defendant retained an interest in the 

funds. Id. 

 Unlike Chen, in this case MOBIT Technologies Ltd. made a wire transfer of 

$5,000 to Plaintiff’s bank account, without restrictions or conditions, and thus 

relinquished its interest in that amount to Plaintiff. (Doc. 11, Ex. 3 at ¶ 7.) Plaintiff 

states that she rejected a settlement offer and the wire transfer. (Doc. 11 at 4, 6.) 

However, as previously noted, Plaintiff does not dispute that the $5,000 was wired to her 

bank account without restrictions, and she does not argue that she returned the $5,000 to 

MOBIT Technologies Ltd., MOBIT LLC, or “MOBIT.” (See Doc. 11, Ex. 5.) 

Therefore, the Ninth Circuit’s decision in Chen is distinguishable and does not support 

Plaintiff’s argument that her FLSA claim is not moot. 

 Finally, Plaintiff quotes the Supreme Court’s decision in Campbell-Ewald. 

(Doc. 11 at 4, 5.) In that case, the Court held that an unaccepted settlement offer or offer 

of judgment does not moot a plaintiff’s case. Campbell-Ewald, 136 S. Ct. at 670-71. 

Plaintiff does not discuss the facts of Campbell-Ewald or explain how its holding is 

relevant in this matter. In that case, plaintiff filed a class action complaint alleging 

violations of the Telephone Consumer Protection Act (“TCPA”). Id. at 667. Defendant 

proposed to settle the named-plaintiff’s individual claim and filed an offer of judgment 

for plaintiff’s costs, personal treble damages, and injunctive relief. Id. at 667-78. 

Plaintiff did not accept the offer of judgment and it expired after the time specified in 

Rule 68 of the Federal Rules of Civil Procedure. Id. at 668. The Court rejected 

defendant’s argument that the expired, unaccepted offer of judgment satisfied plaintiff’s 

claims and rendered his case moot. Id. at 670 (defendant’s “settlement bid and Rule 68 

offer of judgment, once rejected, had no continuing efficacy”) (citations omitted). 

 In Campbell-Ewald, unlike this case, defendant did not tender full payment of 

plaintiff’s claims, and did not make any settlement offer for the class claims. Instead, 

defendant simply made a rejected settlement offer through an offer of judgment, and did 

not make any payment to plaintiff to satisfy his claims. Therefore, Campbell-Ewald is 
- 9 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

distinguishable from the facts of this case—in which Plaintiff has received a full and 

unrestricted payment for her alleged FLSA damages—and it does not support Plaintiff’s 

arguments that her FLSA claim presents a live controversy before this Court. 

 After citing these cases, Plaintiff argues that the $5,000 payment is a “legal 

nullity” and that her claims are not moot because “Defendants would not take ‘no’ for an 

answer.”7

 (Id.) However, she does not argue that if this matter were to proceed, and she 

prevailed on her FLSA claim, she could receive an award for damages that would exceed 

the amount of the unrestricted funds deposited in her account. Therefore, Plaintiff’s 

arguments do not establish that there is any additional relief the Court can provide on her 

FLSA claim. 

 Based on the allegations in the Complaint, the Court concludes that $5,000 

satisfies Plaintiff’s FLSA claim, including her request for liquidated damages. (Doc. 1 at 

¶ 20, 33-41.) Plaintiff has not established that the Court can award her any additional 

relief on her FLSA claim. Therefore, the Court concludes that Plaintiff’s FLSA claim is 

moot because there is no longer a live case or controversy regarding this claim. 

IV. Plaintiff’s Arizona Wage Act Claim 

 In Count II of the Complaint, Plaintiff alleges a claim under the Arizona Wage 

Act. (Doc. 1 at ¶¶ 42-47.) Defendants argue that the Court should dismiss Count II 

because the Court may not exercise supplemental jurisdiction over that claim in this case. 

(Doc. 10 at 5.) Plaintiff does not respond to that argument. (Doc. 11.) Because the 

Court concludes that it lacks subject matter jurisdiction over Plaintiff’s FLSA claim, it 

does not exercise supplemental jurisdiction over Plaintiff’s state law claim. See Herman 

Family Revocable Trust v. Teddy Bear, 254 F.3d 802, 806 (9th Cir. 2001) (“where there 

is no underlying original federal subject matter jurisdiction, the court has no authority to 

adjudicate supplemental claims under [28 U.S.C. §] 1367”); see also Greener Techs. Inc. 

v. Enhanced Life Water Sols. LLC, 2016 WL 6476289, at *5 (D. Ariz. Nov. 2, 2016) 

 7

 She also argues that the $5,000 wired to her account is based on the Defendants’ “sole 

judgment” that this amount satisfied her claims. (Doc. 11 at 6.) However, she does not 

dispute Defendants’ calculation of the damages for her FSLA minimum wage claim. 
- 10 - 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

(declining to exercise supplemental jurisdiction after dismissal of federal claims on the 

merits because the case was in early stages, the court had not performed any legal 

analysis of the state claims, and the resolution would involve the interpretation of state 

law). 

V. Attorney’s Fees under the FLSA 

 Plaintiff asserts that she is entitled to attorney’s fees under the FLSA. (Doc. 1 at 

7; Doc. 11 at 7.) Pursuant to 29 U.S.C. § 216(b), attorney’s fees are awarded after a 

plaintiff secures a judgment on an FLSA claim. The Court does not resolve the issue of 

attorney’s fees in this order. Rather, issues related to an award of attorney’s fees will be 

resolved upon the filing of a motion pursuant to LRCiv 54.2. 

VI. Conclusion 

 The Court concludes that it lacks subject matter jurisdiction over Plaintiff’s FLSA 

claim because Plaintiff has been fully compensated for all possible damages under the 

FLSA. Because the Court lacks subject matter jurisdiction over Plaintiff FLSA claim, it 

does not exercise supplemental jurisdiction over Plaintiff’s state law claim. Therefore, 

the Court grants the motion to dismiss the Complaint. 

 Accordingly, 

IT IS ORDERED that Defendants’ motion to dismiss (Doc. 10) is GRANTED

and that this matter is dismissed in its entirety. 

IT IS FURTHER ORDERED that the Rule 16 Case Management Conference, 

set for August 2, 2018 (Doc. 22) is VACATED. 

IT IS FURTHER ORDERED that the Clerk of Court shall terminate this action 

and enter judgment accordingly. 

 Dated this 28th day of June, 2018.