HII Technologies, Inc.

HII Technologies, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On April 13, 2006 Stillwater agreed to accept $500,000 in full payment of the $2,500,000 convertible note from the October 2005 restructuring, if it is paid by September 1, 2006 from new equity funds (not borrowed money) on terms no better than those recently approved by Stillwater. If this happens the company expects about $2,000,000 of debt forgiveness income; it is conditional and not yet done.

material agreement

The company and Stillwater signed an amendment forgiving $2,000,000 of the term note from the October 2005 restructuring, replaced by a new note of $3,633,053 due April 19, 2008, which follows through on the debt forgiveness flagged in February. Separately, Shumate Machine Works replaced its lease on its ~25,000 sq ft Conroe plant with a five-year lease at $18,600 a month, which is $4,000 a month lower. (The filing says the amendment was dated March 31, 2005, which appears to be a typo for 2006 - inference.)

material agreement termination

On February 22, 2006 the company sold 3,333,333 shares at $0.60 in a private placement (First Montauk as placement agent for 2,500,000), netting about $1,810,000 to launch the HemiWedge valve, and for working capital. The press release says the total raise was $2.25 million with the December 2005 closing, and that Stillwater agreed to forgive about $2.0 million of the $5.6 million term loan; this adds shares and dilutes existing holders but cuts debt.

capital raising announcement

On December 5, 2005 the company, through a new subsidiary HemiWedge Valve Corporation, bought the HemiWedge valve patents, trademarks and website from Soderberg Research and Development for $138,500 cash, a $100,000 two-year 6% note, $72,000 in escrowed monthly advances and 3% of related net sales through March 29, 2013. This starts a new product line alongside Shumate Machine Works; the cash was funded by A. Earl Swift buying 416,667 shares at $0.60 ($250,000). On December 1 the machine works also leased a ~60,000 sq ft Conroe facility (about $14,000 a month, with a purchase option at $1,825,000).

bankruptcy or receivership

This amended 8-K replaces the October 25 report to reflect post-closing adjustments to the October 19, 2005 restructuring. The main change is that the restated Stillwater term note is about $5,600,000 (not ~$4,000,000), with interest-only payments for six months and 24 monthly payments after that; the other terms (convertible note, share swaps, restricted stock) are unchanged in the text.

capital raising announcement

On October 19, 2005 the company (now renamed Shumate Industries, formerly Excalibur Industries) completed an out-of-court debt restructuring, resolving the Excalibur Holdings/Shumate Machine Works stock sale threat from earlier in 2005: Stillwater transferred 100% of Shumate Machine Works' stock to the company. Stillwater's notes of about $9,413,000 were restated into a ~$4,000,000 term note, plus a $2,500,000 convertible note (at $1.00 per share) and $2,368,000 of debt swapped for shares (not less than 20% of the post-deal stock). Unsecured notes were swapped for about 1,691,310 shares (~14.61%), about 3,950,000 restricted shares (~34.12%) went to officers and directors, and a 1-for-7 reverse split took effect, so existing shareholders were heavily diluted.

capital raising announcement

This continues the Excalibur Holdings bankruptcy. On April 20, 2005 the court lifted the stay so Stillwater National Bank, the senior lender, could enforce its rights over the Shumate Machine Works stock, including foreclosure. Stillwater has given notice that it intends to sell the Shumate stock in a private sale after May 9, 2005, and Excalibur Industries says it intends to bid. The filing does not say whether the bid will succeed.

bankruptcy or receivership

On March 9, 2005 Excalibur Holdings, the subsidiary created in the 2002 merger and parent of Shumate Machine Works, filed for Chapter 7 bankruptcy in the Southern District of Texas, listing about $13.6 million of liabilities. Shumate's stock is the estate's only asset and is pledged to senior lender Stillwater National Bank, which could sell it or a third party could buy it. Excalibur Industries and Shumate did not file, and Excalibur Industries says it intends to bid for the Shumate stock if it is put up for sale.

bankruptcy or receivership

On April 8, 2002 the company (then named Global Realty Management Group, Inc.) merged with Excalibur Holdings, Inc., a Texas steel fabrication and manufacturing group, which became its wholly owned subsidiary. Excalibur shareholders received 11,633,699 common shares, 1,000,000 Series A preferred and 806,000 Series B preferred (each preferred convertible into one common share). The filing says the company intends to rename itself Excalibur Industries, Inc., and Excalibur's management replaced the former directors and officers. This explains the earlier large holder notices and marks a complete change of business and control. Financial statements for the acquired business were promised by amendment within 60 days.

asset acquisition disposition