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Subsequent Events
9 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
Subsequent Events

 

Note 14. Subsequent Events

 

See Note 10 – Litigation – for Summary of recent legal activity.

 

In January, 2012, The Company entered into a Securities Purchase Agreement in connection with the issuance of 2,500,000 shares for an aggregate cost of $50,000.  The shares featured a buy back provision whereby the Company is obligated to purchase the shares back beginning January 2013 at various tranches each month.

 

The assets we acquired in the purchase of Cross Creek Trucking, Inc. which secured obligations of Cross Creek have been foreclosed upon and recovered by the respective Cross Creek creditors. These assets were tractors and trailers held under financing agreements and capital leases. We are unable to determine at the present time the amounts of any deficiencies, if any, for which Cross Creek may remain liable. The values of the remaining assets of Cross Creek are not material. The company entered into a sales leaseback arrangement for the rolling stock of Cross Creek in two parts which totaled $3.6 million. However, we were unable to raise sufficient capital to restart the Cross Creek operations and have defaulted on all amounts owed under the arrangement.

 

Our only operations at the date of this report are being conducted in our wholly owned subsidiaries, Morris Transportation, Inc. and Smith Systems Transportation. Operations of Cross Creek have been terminated. Accordingly, our only sources of revenues for the third quarter ended December 31, 2011 are from Morris Transportation and Smith Systems. We have closed our executive offices in Sarasota, Florida, although the address is being maintained for mail and official purposes under cooperation with our landlord. We have surrendered possession of our computer servers and peripheral equipment to our vendor. We have substantial unpaid obligations. As a result of resignation of our chief executive officer, we have terminated our obligation for his future salary. We expect to be able to renegotiate compensation for our chief operating officer and chief financial officer in order to reduce our overhead. We are seeking additional funding from our existing creditors, with which to pay for and continue our operations.

 

We do not expect to incur material costs associated with the termination of Cross Creek’s business.

 

Other than Morris Transportation and Smith Systems Transportation, we are in default in payment of most, if not all, of our financial obligations. These defaults accelerated the due dates of such obligations. We are engaged in efforts to obtain forbearance agreements with our major creditors. If we obtain forbearance agreements, we expect to have time to reorganize our operations. You have no assurance we will able to obtain forbearance agreements.

  

We anticipate Smith Systems will be named as a defendant in a suit by a customer related to a hazardous waste spill in Sacramento, CA. The cleanup costs exceeded $1,000,000, of which the customer has paid approximately $850,000 which it may seek to recover from Smith Systems. We believe Smith Systems’ insurance will cover these costs, net of the deductible. Smith Systems believes it has defenses to the claims which may be made by the customer, including the customer’s failure to respond timely to notice of the spill which would cause the customer to be responsible for all cleanup costs. The customer, who accounted for approximately one-third of Smith Systems’ business, has terminated its relationship with Smith Systems and is withholding payments in the approximate amount of $350,000 as a claimed offset against its claims against Smith Systems. Smith Systems has pledged these receivables as collateral for its operating line of credit. We cannot predict what action Smith Systems’ lender may take with respect to the collateral.

 

We are seeking to restructure our outstanding obligations through forbearance agreements with our creditors at the parent level. You have no assurance we will be successful in restructuring our liabilities.