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Events Subsequent to May 31, 2014
12 Months Ended
May 31, 2014
Events Subsequent To May 31 2014  
Events Subsequent to May 31, 2014

Note V – Events Subsequent to May 31, 2014

 

Subsequent to May 31, 2014, the Company obtained various borrowings from individuals and businesses through June 30, 2017 totaling $7,745,030 at rates varying from 10% to 14%, which mature at various dates subsequent to this filing, and made repayments on notes in the amount of $7,233.769. These borrowings, and the renewal of other borrowings, included the issuance of 2,373,856 shares of its common stock as additional consideration. Additionally, the Company obtained borrowings of $2,420,938 from its principal shareholder and chief executive officer under a pre-approved financing arrangement bearing interest at the rate of 12% and made repayments totaling $2,974,577. After taking into account the net accrued payroll owed, reimbursement of company expenses, and the personal assumption of Company debt that is to be offset against these borrowings, the balance owed to the principal shareholder from the Company is $22,500 at June 30, 2017.

 

The Company elected to continue to defer payment of quarterly dividends on its Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock with such accumulated accrued and unpaid dividends amounting to $1,350,832, $4,175,512, and $10,027,907 as of June 30, 2017.

 

The Company issued 17,254,853 Common shares representing the additional 2% stock dividend for the quarters ending June 30, 2014 through June 30, 2015 to the holders of Series A and B Preferred shares that had requested to be redeemed upon maturity (see Note J). Subsequent to June 30, 2015, the practice of issuing the 2% dividend was suspended.

 

On September 10, 2014, in accordance with the Bridge financing agreement, the Company issued in the aggregate 10,221,845 shares of its common stock to the holders of such notes (of which 5,813,936 were issued to a subsidiary of the Company, which became a holder of Bridge loans as discussed in the subsequent note). Subsequent to September 10, 2014, the practice of semi-annually issuing stock to bridge loan holders was suspended.

 

On July 9, 2014 the Company completed a $4,500,000 financing.  In effect, a subsidiary of Company borrowed the funds at 8.00% interest with principal repayments on a ten year schedule.  Proceeds of the borrowing were applied (i) to purchase from certain of the Company’s note holders 50.7% ($1.775 million face amount) of the outstanding senior promissory notes comprising a $3.5 million financing dating from 2008 (the Bridge financing agreement), together with interest accrued thereon and the associated collateral, which senior promissory notes have been in default,  (ii) to pay in full delinquent tax liabilities owed to the Internal Revenue Service and State of West Virginia, (iii) to pay an outstanding judgment, and (iv) to pay certain other current liabilities. The financing was a product of the Registrant’s ongoing efforts to restructure its balance sheet to position itself to take advantage of business opportunities.

 

On August 5, 2015 the Company completed a $1,600,000 transaction which resulted in its acquisition of the remaining 49.3% ($1.725 million face amount) of the outstanding senior promissory notes comprising part of a $3.5 million Bridge financing dating from 2008, together with interest accrued thereon. The notes representing the $1.775 million balance of this financing (together with accrued interest) had been acquired by an affiliate in July 2014. The entire issue of senior promissory notes had been in default. Upon closing of the acquisition, the collateral securing the senior promissory notes, 1,000 shares (100%) of FSC and 1,000 shares (100%) of CMW, was released to the Company. The transaction was funded through a sale in a private offering of investment units (Units) that consisted of 5% of the outstanding shares of FSC and 500,000 common shares of the Company per Unit. $1,600,000 was raised through a combination of cash, partial assignments of loans back to the Company that were debt of the Company and loans that are convertible into purchase of Units. The Registrant’s Board of Directors has authorized the sale of up to nine Units, which, if completed, would include forty-five percent (45%) of the outstanding stock of FSC. This initial sale of 2 investment Units resulted in 10% of FSC being sold, and the accompanying issuance of 1,000,000 shares of common stock of the Company.

 

On September 25, 2016 the Registrant sold 15.00% interest in First Surety Corporation for $1,500,000 through a combination of cash and a Promissory Note secured by assignment of debt payable by the Registrant. The purchase was approved by the West Virginia Office of the Insurance Commissioner in compliance with insurance regulations requiring approval when exceeding 10.00% ownership.  The purchaser is also a Related Party of the Registrant, exceeding 10% common stock ownership. This sale also resulted in the issuance of 1,500,000 shares of common stock of the Company.

 

On March 17, 2017 the Registrant sold 5.00% interest in First Surety Corporation for $500,000. This sale also resulted in the issuance of 500,000 shares of common stock of the Company.