Quarterly report pursuant to sections 13 or 15(d)

Subsequent Events

Subsequent Events
9 Months Ended
Feb. 29, 2012
Subsequent Events [Abstract]  
Subsequent Events

10 - Subsequent Events

On March 1, 2012, the Company commenced a private placement outside of the United States to sell up to 4,000,000 shares of the Company's common stock, no par value, at a price of $2.50 per share. The Company intends to issue and sell the shares without registration pursuant to Regulation S promulgated under the Securities Act.

On April 6, 2012, the Company entered into a purchase and sale agreement (the "Agreement"). Under the terms of the Agreement, the Company agreed to purchase from the sellers certain real property and improvements for a total purchase price of $1,700,000. The property to be purchased by the Company pursuant to the Agreement includes approximately 3.6 acres of land, the building located at 16242 North Florida Avenue, Lutz, FL 33548, consisting of approximately 10,000 square feet of office space and 6,500 square feet of warehouse space, and certain other assets related to the property (collectively, the "Property"). Approximately 6,500 square feet of the Property is currently under lease with third parties (the "Leases"). In connection with the purchase of the Property, the sellers have agreed to assign to the Company all of their right, title, and interest in and to the Leases.

The Company's obligations under the Agreement are subject to and conditioned upon the Company's investigation of the Property and satisfaction with all aspects thereof deemed relevant by the Company in its sole and absolute discretion. The Company has until April 20, 2012 (the "Inspection Period") to make such investigations with respect to the Property. The Company has deposited with the escrow agent a cash deposit of $20,000, which deposit shall be fully refundable if: (i) the Company terminates the Agreement during the Inspection Period or fails to deliver an acceptance notice; (ii) following the Inspection Period, in the event of the sellers' default under the Agreement; or (iii) as otherwise provided in the Agreement. At closing, the Company will deliver to the sellers a purchase money promissory note in the amount of $1,450,000 (the "Note"), and will pay the balance of the purchase price by wire transfer of immediately available funds. A purchase money first mortgage on the Property will secure the Note.


In addition to the Company's rights to terminate the Agreement during the Inspection Period as described above, the Company has the right to terminate the Agreement if the sellers breach the Agreement in any manner. Also, the sale of the Property is subject to several closing conditions, including, without limitation: (i) the sellers conveying title to the Property in accordance with the terms of the Agreement; (ii) the Property being free of condemnation and material damage or destruction; (iii) the representations and warranties of the sellers being true and correct in all material respects; and (iv) the sellers performing and complying with all covenants and conditions required by the Agreement.