Source:
https://sedar.com/
1) May 25, 2012
2) June 21, 2012
3) October 22, 2012
4) November 19 and 20, 2012
5) January 28, 2013
Pertinent excerpts from CTW's MD&A (May 23, 2012 ):
Selected Balance Sheet Data (for the 3 months ended March 31, 2012)
Cash and cash equivalents
As at March 31, 2012: $3,033,031 (Net cash outflows: ($2,985,528)
As at December 31, 2011: $6,018,559
Income Statement (for the 3 months ended March 31, 2012)
Revenue:
March 31, 2012: $200,000
March 31, 2011: $390,000
Selected Expenses:
Cost of sales > March 31, 2012: $150,591
Cost of sales > March 31, 2011: $782,907
Salaries and benefits > March 31, 2012: $766,599
Salaries and benefits > March 31, 2011: $652,309
Consulting fees> March 31, 2012: $244,953
Consulting fees> March 31, 2011: $128,268
Professional fees > March 31, 2012: $444,646
Professional fees > March 31, 2012: $271,403
Net loss and comprehensive loss:
March 31, 2012: ($1,791,836)
March 31, 2011: ($7,524,409)
Weighted average number of shares outstanding:
March 31, 2012: 122,513,614
March 31, 2011: 80,491,919
Commitments, Contingencies and Off-Balance Sheet Arrangements
The Company is occasionally named as a party in various claims and legal proceedings, which arise during the normal course of its business.
On September 27, 2011, CWL and CTW filed an action against OADS and Philip Rogers in Virginia Circuit Court for Prince William County seeking a preliminary and permanent injunction and other relief for recovery of essential tangible and intangible property of CTW that CTW has alleged in its complaint is being detained by OADS and Mr. Rogers in violation of applicable Virginia law and their respective contractual obligations to CTW. On November 2, 2011, OADS and Mr. Rogers asserted counterclaims for breach of the Sublease Agreement between CTW and OADS dated September 3, 2008, which Sublease Agreement expired on August 31, 2011, and for breach of Mr. Rogers's employment agreement with the Company. Mr. Rogers has asserted a claim of $1,227,232 in severance under his employment agreement, and OADS has asserted $83,983 in damages for alleged breach of the Sublease Agreement. On March 2, 2012, CTW filed a plea of statutory recoupment which seeks to recover damages from Mr. Rogers for breach of his employment agreement. In addition, CTW filed an Amended Complaint which added claims for monetary damages in the amount of USD $2.5 million as a result of the property detention., and asserts new claims for monetary damages against Mr. Rogers for breach of his employment agreement and against OADS for breach of the Services Agreement in connection with OADS billing practices thereunder in the amount of USD $15.7 million, for a combined amount of USD $18.2 million. On May 3, 2012, the defendants filed an Answer, a Demurrer, a Motion to Strike the Ad Damnum (damages figure) in the Amended Complaint, and a Plea in Bar asserting that the claims against Philip Rogers for breach of his employment agreement are time-barred or futile.
On October 28, 2011, Philip and Alisa Rogers filed a Complaint against CWL in Virginia Circuit Court for Prince William County for confirmation of the validity of the indemnity agreement executed by CTW in favor of Mr. and Mrs. Rogers for any claims made against the Rogers in the event of a default under security granted by Falcon Fifty to VFS Financing, Inc. for the financing of the Falcon 50 aircraft. On February 24, 2012, Mr. and Mrs. Rogers filed an Amended Complaint adding a breach of contract claim. If the indemnity agreement is held to be valid and binding on CWL, CWL believes that its potential exposure under the indemnity agreement is approximately USD$4.2 million, less the proceeds from the eventual sale of the aircraft, plus any applicable interest, penalties and costs associated therewith. In response to the Amended Complaint, CWL filed an Answer, Grounds of Defense and Demurrer. A trial in this case is set to begin on October 22, 2012.
On February 10, 2012, CTW and CWL filed a complaint in the Virginia Circuit Court for Prince William County against Philip and Alisa Rogers, their daughter Elizabeth Dakin, Falcon Fifty and Tristar Aviation, LLC seeking damages in the amount of USD$18.6 million plus the costs of the action and the rescission of the Falcon Fifty LLC formation transaction, including rescission of the indemnification agreement. The defendants filed a Plea in Bar in response to the Complaint asserting that the claims are time-barred. In addition, Mr. and Mrs. Rogers and Ms. Dakin filed a Counterclaim for indemnification and advancement of their legal fees and expenses in defending the claim. CTW and CWL filed a Reply to the Plea in Bar and Answer and Demurer to Mr. and Mrs. Rogers’ and Ms. Dakins’ Counterclaim. CTW’s Demurrer was denied. A hearing on the Plea in Bar has been set for November 19 and 20, 2012, and a trial of that case has been scheduled to begin on January 28, 2013.On March 15, 2012, Mr. and Mrs. Rogers and Ms. Dakin filed a motion to dismiss CTW’s and CWL’s claims for rescission of the Falcon Fifty LLC formation transaction. Oral argument on the Defendants’ Motion to Dismiss is set for May 25, 2012.
On March 7, 2012, Philip and Alisa Rogers and Elizabeth Dakin filed a Complaint in Delaware Chancery Court against CWL for advancement of their legal fees and expenses in defending CTW and CWL’s claims filed on February 10, 2012. The trial of that case has been set for June 21, 2012. On April 18, 2012, the Rogers and Ms. Dakin filed an amended complaint for advancement of their legal fees and expense with respect to the breach of contract claims.