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citizenchin

05/30/12 10:56 AM

#205 RE: leonardo66 #203

Taken from their latest 10-K, here is the company's history, in various iterations, over the past decade.....

Overview

We are a Houston, Texas based energy field services company which is focused in pursuing technologies used in drilling and production of hydrocarbons via licensing, acquiring and/or developing products and services including down hole tools. We entered this stage on May 10, 2011 upon the consummation of the sale of substantially all of the assets of KMHVC, Inc. (f/k/a Hemiwedge Valve Corporation), our wholly owned valve design and production subsidiary. HII Technologies changed its name August 2011 in connection with selling the name and assets of the Hemiwedge technology it had previously licensed and developed.
We retained approximately $300,000 in net cash from our May 2011 closing.

We currently employ 1 person. Our executive offices are located at 710 North Post Oak Road, Suite 400, Houston, Texas 77024. Our telephone number is (713) 821-3157 and our Internet address is www.HWEGstockholder.com.

Organization

Our predecessor, Global Realty Management Group, Inc., or GRMG, was incorporated in the State of Florida in 1997. In June 2002, GRMG reincorporated under the laws of the State of Delaware from the State of Florida pursuant to a merger with a newly formed Delaware corporation. Under the terms of this reincorporation merger, GRMG changed its name from "Global Realty Management Group, Inc." to "Excalibur Industries, Inc." in connection with merging with the Excalibur operations. In October 2005, we changed our name from "Excalibur Industries, Inc." to "Shumate Industries, Inc." In February 2009, we changed our name from "Shumate Industries, Inc." to "Hemiwedge Industries, Inc." to emphasize and focus on our valve product technology after the recent sale of assets related to our contract machining business discussed below. On August 31, 2011, we changed our name to "HII Technologies, Inc.", which name change was required in connection with the May 2011 asset sale discussed below.

Sale of KMHVC, Inc.'s (f/k/a Hemiwedge Valve Corporation) Assets-Discontinued Operations

On May 10, 2011, we, and our wholly owned subsidiary KMHVC, Inc. (f/k/a Hemiwedge Valve Corporation ("HVC", collectively the "Sellers') consummated the sale of substantially all of HVC's assets to Chromatic Industries, Inc. ("Chromatic"). The sale was effected pursuant to an asset purchase agreement (the "HVC Purchase Agreement") pursuant to which HVC transferred substantially all of its assets and certain enumerated liabilities to Chromatic. in exchange for approximately $7,688,000 payable as follows: (a) Cash in a net amount (after reduction of repayment of the April 5, 2011 and April 29, 2011 promissory notes issued by, Asymmetric Investments, LLC) equal to $6,032,000, which cash would be paid directly to existing creditors of the Sellers to extinguish Sellers' debt obligations, with any remainder being paid to the Sellers, and (b) assume scheduled trade account payables and foundry payables of the Sellers not exceeding $1,656,000. In addition, at Closing, the 3,500,000 warrants to purchase our common stock issued to Asymmetric on April 5, 2011 were forfeited. We retained approximately $300,000 in net cash at closing.

Working capital and balance sheet issues were the primary reasons we sold the assets of our KMVHC subsidiary in May 2011. We had significant debt, much of which was secured by a pledge of our assets. Further, certain KMHVC customers and suppliers had concerns relating to the new and unique nature of our valve product line, such as the ability to procure spare parts in the future. While the product line ultimately did grow in the two years

prior to its sell in 2011, it grew at a rate slower than anticipated and created additional capital constraints on us. These factors, along with the significant secured debt severely affected our capital raising efforts. Selling KMHVC's assets allowed us to repay our creditors and provided working capital for our current plan.

Accordingly, our financial results for the years ended 2011 and 2010 present the operation of HVC as discontinued operations.

KMHVC's business

Our subsidiary manufactured and sold proprietary engineered valves under the product line known as the Hemiwedge? Cartridge valve. This quarter-turn hemispherical wedge valve engineered to provide what we believe are substantial technological improvements compared with what is available in the marketplace today, such as traditional butterfly, ball, and gate valve designs.

KMHVC manufactured the valves in house whereas we intend to use third parties to manufacture our products. In addition, the KMHVC valves are surface level flow control products whereas we intend to focus on down hole measurement tools.

Acquisition of Hemiwedge Assets

On December 5, 2005, we acquired the intellectual property rights to the Hemiwedge? line of products, including the Hemiwedge? valve, from Soderberg Research and Development, Inc. and certain of its affiliates. The intellectual property rights acquired consist of all patents, trademarks, and internet website relating to the Hemiwedge? product line. For these intellectual property rights, we paid $138,500 in cash and a two-year, six percent (6%) promissory note in the principal amount of $100,000, payable in 24 equal installments of principal and interest. In addition, we agreed to deposit: (a) $72,000 into an escrow account, the property of Soderberg Research Inc., to be paid in the form of a monthly advance in the amount of $3,000 for each month of the 24 month period beginning with the month immediately following the closing date; and (b) three percent (3%) of the net sales proceeds collected from customers from: (i) gross revenue from sales of products to which the acquired intellectual property relates, less (ii) sales and/or use taxes, import and/or export duties, outbound transportation costs, and amounts allowed or credited due to returns, which payments shall begin two years after the closing date and continue until March 29, 2013. The $72,000 in monthly advances shall be credited against the three percent (3%) of the net sales proceeds. In May 2011, this royalty obligation was assumed by Chromatic Industries in connection with their purchase of the Hemiwedge technology and related assets with consent provided by SRD. We have no further obligation to SRD since May 2011.

Activities to Date

Since May 2011, we procured a new trading symbol for our common stock, which commenced trading on February 29, 2012 and all activities required in connection with the same including completion of audits for our 2009, 2010 and 2011 financial statements. Operationally, since May 2011, we have reviewed several business ideas including new down hole technologies used in the drilling and production of oil and natural gas.

Plan of Operation

While there can be no assurances of any milestones being met by us below is a brief description of our planned activities over the next 12 months;

We will continue reviewing drilling and production products and technologies via inventors, design and development companies. Our plan is to in-license, acquire or develop internally products that can be used in the energy services market. Currently we anticipate finalizing due diligence and discussions surrounding a potential opportunity in down hole MWD tools by the summer of 2012. We intend to utilize our relationships with larger energy services companies, end user customers and our supply chain experience to establish a product line that generates operational revenues and cash flow. At this time we have not determined when these product opportunities would be obtained by us and when any of these technologies would be commercialized in the marketplace.

Trends, events and uncertainties

The primary driver for our current business as well as our prior contract machining and engineered valve product business is the demand for oil and gas. The status of the global economy impacts oil and natural gas consumption.

During the latter portion of 2008 and throughout much of 2009, there was a substantial decline in oil and natural gas prices and demand for our services due to the worldwide recession. Since then, oil prices have rebounded. According to the International Energy Agency's (IEA) January 2011 "Oil Market Report," 2011 world petroleum demand is forecasted to increase 2% over 2010 levels. Emerging economies continue to be a significant factor in the recovery, while mature economies play a lesser role. The outlook thus faces uncertainties, as the global recovery continues to remain somewhat fragile. However, we believe that, over the long term, any major macroeconomic disruptions may ultimately correct themselves as the underlying trends of smaller and more complex reservoirs, high depletion rates, and the need for continual reserve replacement should drive the long-term need for our products and services.

A decrease in oil and gas prices causing an industry wide slowdown may result in certain companies to bring in-house the manufacturing of certain component parts otherwise made at outside machining and manufacturing companies. This practice directly impacted our prior contract machining and engineered valve product business. As we intend to sell fully assembled products (and not just components) to end-users, we believe this particular practice will not affect our business.

citizenchin

05/30/12 10:58 AM

#206 RE: leonardo66 #203

Everything you need to know is right here: http://biz.yahoo.com/e/120327/hiit.ob10-k.html