UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
FORM 10-K/A10-K
X.ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20092012
or
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number333-139746
TRANSACT ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada |
| 98-0515445 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
105-5119 Beckwith Blvd.,SUITE 104-511 17503 La Cantera Parkway, San Antonio, TX, USA 7824978257
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 210-561-6015210-888-0785
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Common Stock, par value $0.001
(Title of each class)
None
(Name of each exchange on which registered)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. . Yes X. No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. . Yes X. No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X. Yes . No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . | Smaller reporting company | X. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). . Yes X. No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. On June 30th, 20092012 the aggregate market value of the voting stock of Transact Energy Corp. held by non-affiliates of the registrant was $-0-. The Company was not listed or traded on any exchange, therefore, the aggregate market value of the stock is deemed to be $-0-. The Company was approved for listing on the OTCBB under the symbol “TEGY” in December 2009.$1,058,739.94
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of March 15, 2010February 7, 2013 we had issued and outstanding 10,502,00026,668,952 shares common stock, $.001 par value
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. . Yes . No
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
Note: This amendment is being filed to correct Footnote 5 – Note Payable in the audited financial statements. Regarding Note 5 (a), the Note is due and payable on March 31, 2010. The option to convert the entire principal amount was not extended but remained April 29, 2009. We are also correcting Footnote 11- Commitment. The compensation of $90,000 is for the contract period not annually as previously reported. The entire 10-K Annual Report is unchanged but for Footnote 5 (a) and Footnote 11 Commitment .
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PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Annual Report on Form 10-K that are not historical facts are "forward-looking statements." Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "intends," "plan" "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry result s,results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 1 - "Business" and Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Annual Report and include statements regarding the following: the expected development and potential benefits from our products to consumers, progress in our efforts to develop our facilities and our products and to achieve and maintain regulatory approvals, the potential market demand for our products, our expectations regarding our short- and long-term capital requirements, our outlook for the coming months and information with respect to any other plans and strategies for our business.
The factors discussed herein, including those risks described in Item 1A, and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
INTRODUCTION
Unless otherwise specified or required by context, as used in this annual report, the terms "we," "our," "us" and the "Company" refer collectively to (i) TransAct Energy Corp., a Nevada corporation ("TransAct").
The Company's current corporate structure results from the issuance of seedfounding shares equal to nine million four hundred thousand (9,400,000) and, an initial public offering (IPO) of one million one hundred and two thousand shares (1,102,000) at twenty-five cents ($0.25) and sixteen million one hundred and sixty-six thousand nine hundred and fifty-two (16,166,952) shares for operations (including consulting, management and debt settlement). .
The Company was originally an oilformed to manage energy related assets and gas exploration company operating in North America. The Company has expanded its market viewscope to sustainable energy development. The Company incorporates new technologies to provide sustainable energy at power production and sustainable power conservation with a focus in geothermal energy.cost parity.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). by management.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
Item 1. Business.
Our History and Business
We formed as a Nevada corporation on March 15, 2006 as TransAct Energy Corp. Although our business plan called for the securing and managing of any energy leasehold, the Company focused on securing producing and non-producing oil and gas leases in Alberta, Canada. On September 7, 2006 we acquired a one hundred percent (100%) interest in a Petroleum and Natural Gas Lease, from the province of Alberta, Canada for twelve thousand and fifty-one dollars ($12,051), the MedHat Project. We have yet todid not develop this resource. We looked to expand our holdings in Alberta through acquisitions and joint ventures for the following two years. We have since allowed this lease to lapse.
A distinct trend appeared in the energy sector supporting alternativesustainable energies. About the same time in late 2008 the companyCompany was introduced to Dr. Mory Gomshei one of the world’s leading geothermal experts and two of his geothermal power (using superheated water from the earth to turn turbines) projects in British Columbia, Canada. The acquisition, resource evaluation, exploration process and administration for geothermal are very similar and in many jurisdictions come under the petroleum sector. We worked with independent companies AquaTerraAqua Terra Power and Aqua Terra Geothermal through the balance of 2009 on the two geothermal power projects in British Columbia. Other than lending AquaTerraAqua Terra funds no formal arrangement was entered into pending them securing drill permits on the two projects.
3 These licenses lapsed under their original owners and were re-posted by the government for public tender; an Ontario corporation associated with Dr. Ghomshei acquired most of the original licences and have initiated drilling applications. We entered discussions with this entity in the latter half of 2011 to form a Farm-in relationship. Discussions are ongoing.
TransAct in mid-2009 started introducing the concept of geothermal power to markets in Western and South Asia with the plan to enter joint venture relationships to develop geothermal power projects in these areas. To enter these markets as a power producer the Company found it strategic to develop traditional carbon fuelled power projects.projects in addition. After discussions with the Republic of Iraq regarding geothermal opportunities in Northern Iraq, the companyCompany, together with Spectrum Energy Project Investments (a UAE power company), submitted applications to the BashraBasra Investment Commission to develop/manage three natural gas power plants. These multi-billion dollar projects come with long-term power purchase agreements (PPA) and sovereign guarantees and our application has beenthrough Spectrum was shortlisted. Additionally throughWe were unsuccessful in completing our relationship withacquisition of 50% of Spectrum Energy we have been offered seventy-five percent of a similar project in Bangladesh. We are inand the process of completing due diligence on similar projects in Brazil and Vietnam. The Company intends to continue to develop opportunities in underdeveloped, known, geothermal territories.initial offering lapsed.
On August 31,st, 2009, TransAct energyEnergy completed and closed its initial public offering at twenty-five cents ($0.25) per share selling one million one hundred and two thousand shares (1,102,000) for a total capital raise of two-hundred and seventy four thousand three hundred and ninety-eight dollars ($274,398 USD). The majority of these funds were placed with Aqua Terra Power as convertible notes to secure and develop 4the four (4) geothermal leaseslicenses in British Columbia, Canada; the balance was used to pay the costs of the offering and a small amount went to working capital.
The Company was approved for listing on the OTCBB in December 2009 and received the trading symbol “TEGY”. “TEGY.”
Throughout 2010 we laid the ground work for large power projects in South Europe, Asia and Africa; smaller projects for solar, waste to energy and hydrogen fuel cells specifically in India. We worked to secure markets for geothermal, new solar photo-voltaic, waste to energy and hydrogen fuel cell generators.
Joint development agreement negotiations took place in December 2010 clearing the way for Transact to enter into one major project in South East Asia in 2011. This project was stalled throughout 2011 because TransAct was unable to secure the funds it required to proceed.
The company2011 year was frustrated with the company’s inability to collect raised or earned funds into the company’s bank account. Thus projects, joint ventures and previous efforts were postponed or lost permanently. While we did maintain the company’s trading status the year was taken up with collection efforts and supporting business relationships while in limbo. We did initiate discussions on new waste to energy technologies to leverage the work we had done previously in this sector.
The Company’s 2012 efforts were focused on building out its Energy from Waste (“EfW”) division, TransAct Energy from Waste. We completed a Business Plan for this division and entered a Joint Development Agreement with the owners of a proprietary emissions free EfW technology that has had limited tradingbeen operating a 20 tonne per day plant for the past two years. We reconnected with clients in India and Brazil for future EfW opportunities. From the second quarter through to date.the end of 2012 we worked to raise the necessary funds to build a municipal scale plant (500 tonnes per day) in Scotland.
Business Strategy
Worldwide demandOur strategy for electricity2013 is expectedfocused around bringing the first TransAct EFW municipal scale plant into operation in Scotland. This plant alone should bring significant earnings to increase from 14.8 trillion kilowatt hours in 2003the Company and establish the foundation for continued growth through to 27.1 trillion kilowatt-hours by 2025. 1 Currently in British Columbia they sell in excess of $4.9 billion dollars of electricity using around 105,115 GWh. 2at least 2030. From funding it will take 7 to 8 months to make the plant operational.
Our businessacquisition/financing strategy is to globally obtain proven sourcesearn our way in, providing know how in the planning, financing, development and operation of clean electricity either at the technology level or atplant. We have already completed the resource level in markets where we know we can secure power purchase agreements (“PPA”)planning process and payment for power at a profit. Our engineers believe we can sell electricityare well into the British Columbian market for example in the seven to eight cent range ($0.07 to $0.08) with an overall production cost around four and a half cents ($0.045). In the Arabian Gulf we are able to access geothermal fields in development relationships with the government where they provide PPA and guarantees on payment.financing stage.
The other side of resolving power deficitsOur capital strategy is to reduce power consumption. Technologies that can accomplish significant reductions in power use areraise funds off of the main strategy behind TransAct’s power conservation division.contracted earnings of the plant (presales of tipping fees and energy products), securing with machinery, equipment and land. We have spenttentative agreements in place for the past year working with award winning Blue Curl a regional power conservation company in British Columbia, Canada. TheyScotland plants waste stream and have focused on Telco, office and building management solutions resulting in 80% reductions in power use. We intend on taking Blue Curls systemsletters from purchasers at market rates willing to take all of our clients in South and West Asia as part of an overall solution.
1Energy Information Administration, US Department of Energy)
2BC Hydro Annual Report 2008production capacity.
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Markets and Customers
The biggest markets exist in countries that have become heavy power users, that have a power deficit and thatOur customers are dependent oncorporations or municipalities with pre-sorted municipal waste, tires or medical waste as these are the most profitable waste streams. However we can process any carbon based power. Exampleswaste stream including sewage and agricultural. Our customers are Indiaalso airlines, bus companies, trucking companies or fuel retailers requiring green fuel to meet legislated targets. TEFW customers are power companies requiring green LPG and Saudi Arabia.electricity to meet imposed targets. TEFW customers are tire manufacturers, lithographers and printers requiring high quality carbon black for their products.
In Europe the first EFW plant is planned for Scotland. The pressure to reduce C02 emissionsEuropean Union has legislation in place requiring a 20% green fuel blend by 2020 which creates customers needing a green fuel that can blend with existing refined fuels. The fuels produced by the EfW process meet these criteria and the rising cost of Carbon based fuels combine to create an opportunity to provide these countries with alternative power options and power conservation solutions. Manyhave sales of the countries in South and West Asia are located along tectonic plates and geothermal hotspots. We have startedproduced fuels ready to develop customers in these areas as they reach out to find alternatives to their traditional fossil fuel plants. Many governments we speak to are uninformed asgo. The Scotland plant will take us through to the geothermal resource within their borders let alone how to exploit it and what it means in termsend of sustainable energy for their people.the year.
Employees
At December 31, 2009,2012, the Company had 1full-timehas a CEO and one part-time employee (2 administrative and project development). The Company continuously considers acquisition opportunities, and ifCFO under contract with everyone else required by the Company is successful in making acquisitions, additional management and administrative staff may be added.company being fulfilled by consultants on a demand basis.
The Company did not experience any labour disputes or labour stoppages during the current fiscal year.
Principal Products
The Company has no principal product to date, however it’sCompany’s proposed products will be based upon activities related to the production of electrical powerelectricity, carbon credits, liquid petroleum gas, green fuels, carbon black, recycled steel and nylon from the utilization of the Company’s secured resources. The primary product is intended toa proprietary waste processing plant. These will be the direct salefirst emissions free EFW plants capable of power generated by our interestsprocessing waste in geothermal power plants. All power plants currently being considered are for sites located in Western or Southern Asia.a cost effective manner.
Sources and Availability of Raw Materials
Geothermal energy is natural heat energy stored withinThe waste required to be processed comes from local sources. They pay TEFW to take their waste under long-term (5 years or greater) contracts. The supplies of waste are ever growing with the Earth’s crust at economically accessible depth. In some areas of the Earth, economic concentrations of heat energy result from a combination of geological conditions that allow water to penetrate into hot rocks at depth, become heated, and then circulate to a near surface environment. In these settings, commercially viable extraction of the geothermal energy and its conversion to electricity become possible and a “geothermal resource” is present.
There are four major components (or factors) to a geothermal resource:
1.
Heat source and temperature – The economic viability of a geothermal resource is related to the amount of heat generated. The higher the temperature, the more valuable the geothermal resource.
2.
Fluid – A geothermal resource is commercially viable only when the system contains water and/or steam as a medium to transfer the heat energy to the surface.
3.
Permeability – The fluid present underground must be able to move. In general, significant porosity and permeability within the rock formation are needed to create a viable reservoir.
4.
Depth – The cost of development increases with depth, as do resource temperatures. The proximity of the reservoir to the surface is therefore a key factor in the economic valuation of a geothermal resource.
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Electrical power is directly produced through the utilization of geothermal resources; however, these resources are not a direct component of the final product.restrictions on land-filling forcing processing solutions.
Seasonality of Business
Generally,The EFW plants run 351 days a year with two scheduled maintenance shutdowns summer and winter. The supply of waste and the Company’s operations will not be significantly impacted by seasonality factors. Electrical power plants can operate more efficiently in cooler temperatures. Cooler temperatures facilitate the cooling processsale of the secondary fluid that is used to power the turbines. Plant drilling and construction activities could be negatively impacted by inclement weather that can occur, primarily, during the winter months.resulting products have no seasonality; however fuel prices may have some seasonal influence.
Industry Practices/Needs for Working Capital
Each plant with operating subsidy should cost approximately $105 Million dollars. The Company willplant revenues are to be heavily involved in development operations; therefore high levels of working capital will be committed, either directly or indirectlypre-contracted prior to construction efforts. After aunder long-term agreements with credible guarantees. With guaranteed earnings in place the financial industry has accepted an eighty percent debt to equity ratio. The resulting equity portion of $21 Million USD if required to see the plant becomes commercially operational,through to profitability is in the needsdue diligence stage of working capital are expected to be low. The Company is expecting to be significantly involved in development activities for the next 5 to 10 years.being completed.
Dependence on Few Customers
Ultimately, the market for electrical power is vast; however, the number of entities that can physically, logistically and economically purchase the commodity in large quantities in most areas of operations are limited. Even at planned levels of operation, it is expected that the Company and its interestsThe company will have a small number10 to 20 customers for each plant. We elected to accept our 500 tonne per day quota of direct customers.waste from six or ten suppliers; however it can go to open market if we deem this more effective. The sale of the plants products are to single companies for each category. We have the option of open market sales should these prove more reliable.
Competitive Conditions
Every government on the planet is faced with growing amounts of garbage and the mandate to use it as a resource rather than bury or burn it. The moredemand for sustainable energy continues to increase almost everywhere on the planet at the same time. Climate changes affect the demand for heating and cooling and the lack of rain in certain areas impacts on the ability to produce hydro-electricity. Political instability or the threat there of, in oil producing regions sends countries that have petroleum based economies scrambling for alternatives. Economic instability impacts on many countries abilities to import energy causing them to look within their own borders for energy that provides autonomy. Finally the pressure is on all nations to look at and change the environmental impact of their power production.
Any technology that can produce clean energy from waste in a cost effective manner has a competitive advantage in the complex matrix of sustainable energy production. There have been no emissions free and cost effective energy from waste technologies to handle the ever growing waste. So governments deregulate power production and encourage independent power producershave settled for incineration with scrubbers that remove the morepollutants to established levels. The new emission targets being established for waste going forward, limits the competition. TransAct’s Energy from Waste technology will be the only technology capable of meeting the future conditions of competition occurs in this sector. The barriersarena.
Availability of resources, upfront capital and customers willing to entry are knowledge,pay for the resulting energy, determine the generation resource. In markets where they have resources and money. Typical Power production infrastructure costs inbut not expertise or upfront capital the realmfield of seven-hundred and fifty thousand dollars ( $750,000) per MW. Geothermal power production is the most competitive source of power with its low cost per kilowatt, combined with no emissions and a small overall footprint. Nuclear power is often compared to geothermal; however it takes almost four times longer to develop, costs three times as muchcompetition opens up for those able to build, own, and hasoperate the facility at a serious spent fuel issue. TransAct has assembled a team that can access geothermal resources and convert them to electricity. Management believes funds are readily available to develop these projects when power purchase agreements are available.
Althoughprofit over the market for different forms of energy is large and dominated by very powerful players, we perceive our industrial competition to be independent power producers and in particular those producers who provide “green” renewable power. Our definition of green power is electricity derived from a source that does not pollute the air, water or earth. Sources of green power, in addition to geothermal, include wind, solar, biomass and run-of-the river hydroelectric. We believe green power is a niche sub-market, in which many power purchasers are increasing or committing to increase their investments. Accordingly, the conventional energy producers do not provide direct competition.long-term.
The Company believes that the combination of greater reliability and base load generation from geothermal, accessthe technologies emissions free status, low operating costs, ability to infrastructure for deliverability,process all waste streams into useable energy with full carbon capture and a low "full life" cost will allow it to successfully compete for long-term power purchasewaste processing and green energy supply agreements globally.
Factors that can influence the overall market for our product include some of the following:
·
number of market participants buying and selling electricity;green energy;
·
availability and cost of transmission;
·
amount of electricity normally available in the market;
·
fluctuations in electricity supply due to planned and unplanned outages of competitors’ generators;
·
fluctuations in electricity demand due to weather and other factors;
·
cost of fuel used by generators, which could be impacted by efficiency of generation technology and fluctuations in fuel supply;
·
environmental regulations that impact us and our competitors;
·
availability of production tax credits and other benefits allowed by tax law;
·
relative ease or difficulty of developing and constructing new facilities; and
·
credit worthiness and risk associated with buyers.
Environmental Compliance
The future TransAct Energy from Waste technology already meets the European Union Environmental Site AssessmentsProtection Agency emission free standards. The plants do not incinerate so there are required beforeno flue gases and no ash all waste delivered to the development ofplant is converted to useable products.
The incoming waste is maintained in-doors under cover, at three-day processing levels, to avoid any resource. Geotechnicalpossible nuisance.
The storage systems for fuels produced on site pending shipment meet or exceed regional standards for safety and environmental consultants are engaged to identify any and allimpact.
All known environmental issues in EFW plants have been identified and develop mitigation strategies.solutions obtained that will mitigate these issues beyond established compliance.
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Available Information
We will be making available in the near term, free of charge through our Internet website at http://www.transactenergy.com,www.transactenergycorp.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information on our website is not incorporated into this report and is not a part of this report.
Governmental Regulation
Although we intend to comply with all applicable laws and regulations, we cannot assure you that we are in compliance or that we will be able to comply with all future laws and regulations. Additional federalnational or stateregional legislation, or changes in regulatory implementation, may limit our activities in the future or significantly increase the cost of regulatory compliance. If we fail to comply with applicable laws and regulations, criminal sanctions or civil remedies, including fines, injunctions, or seizures, could be imposed on us. This could have a material adverse effect on our operations.
The business of resource explorationindustrial plant development and developmentoperation is subject to substantial regulation under Canadian provincial and federalgovernmental laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportationtransmission of oil sands bitumen and relatedour products and other matters. Amendments to current laws and regulations governing development and operations and activities of oil sands exploration and development operationsindustrial plants could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the oil and gasour industry generally, will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.
Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of explorationdevelopment and development.operation of industrial projects. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our explorationdevelopment and developmentoperating activities.
The development and operations onof our current lease and future leasesproposed projects are or will be subject to stringent federal, provincial and local laws and regulations relating to improving or maintaining environmental quality. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested many years ago.
The explorationdevelopment activities and drillingoperating programs on our current leaseproposed and future leasesprojects are or will be subject to extensive laws and regulations governing, prospecting, development, production, exports,imports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mineplant safety, toxic substances and other matters. ExplorationPower development and drilling isoperations are also subject to risks and liabilities associated with pollution of the environment and disposal of waste products. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.
Our business is subject to various federal, provincial, state and local laws and governmental regulations that may be changed from time to time in response to economic or political conditions. In British Columbia and Alberta, the legislated mandate for the responsible development of the province’s oil and gas resources is set out in theThe Department of Energy and Mines Actthat provides the Minister with the responsibility for the exploration, development, management and conservation of non-renewable resources.The Oil and Gas Conservation Actallows the orderly exploration for, and development of, oil and gas in the province and optimizes recovery of these resources. In Alberta, oil sands activities are legislated under theMines & Minerals Actwhich governs the management and disposition of rights in Crown owned mines and minerals, including the levying and collecting of bonuses, rental and royalties. TheOil Sands Conservation Actestabli shes a regulatory regime and scheme of approvals administered by the AEUB for the development of oil sands resources and related facilities in Alberta. The Acts are supported by the following regulations:Oil Sands Tenure Regulation,Oil Sands Royalty Regulation1984,Oil Sands Royalty Regulation, 1997,Experimental Oil Sands Royalty Regulation,Oil Sands Conservation Regulation,Mines and Minerals Administration Regulation.
TransAct Energy Corp. in each jurisdiction is subject to regulation in respect of the production, sale and distribution of energy in the form of fuel or electricity. In many jurisdictions regulated utilities are required to purchase electricity on an avoided cost basis from renewable energy facilities, or they may acquire purchased power through bids or negotiated procedures.
TransAct will be required to obtain various government approvals for construction of future powerenergy producing facilities.
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For project development TransAct will hire consulting and engineering services for transmission and interconnection issues, siting,site development, design, air quality, cooling water reuse, permitting, environmental engineering and regulatory compliance.
Environmental Credits
As a future “green” powerenergy producer, environmental-related credits, such as renewable energy credits or carbon credits may become available for sale to power companies (to allow them to meet their “green” power requirements) or to businesses which produce carbon based pollution. If available, these credits will belong exclusively to us or our joint venture, and may provide an additional source of revenue.
Item 1A. Risk Factors.
General Business Risks
We are a new business with limited operating history and making an investment in TransAct is risky. If we are unable to successfully identify and secure powerenergy projects or powerenergy conservation projects, then we will not be successful as a business. It will be difficult for you to evaluate an investment in our stock since our operating history is limited to developing our business plan, obtaining 100% interest in a petroleum and natural gas lease in Alberta, Canada referred to as the MedHat Project and bidding on multiple powerenergy projects in Canada, Iraq, Bangladesh and Brazil.globally. As a young company,Company, we are especially vulnerable to any problems, delays, expenses and difficulties we may encounter while implementing our business plan. We have not proven the essential elements of profitable operations and you will bear the risk of complete loss of your investment if we are not successful.
Our future performance dependsmay depend on our ability to establish that the geothermal resourcea particular energy technology is economically sustainable. Geothermal resource explorationSustainable energy technology development and development involvesoperations involve a high degree of risk. The execution of our business plan is generally, is dependent upon the existence of economically recoverable and sustainable reserves.usable resources. Expansion of the production of powerenergy from our technology interests is not certain and depends on successful drilling and discovery of additional geothermal hydrothermal resourcesproduction in quantities and containing sufficient heat necessary tomarketable energy economically fuelfor future plants.
We have a need for substantial additional financing and will have to significantly delay, curtail or cease operations if we are unable to secure such financing. The Company requires substantial additional financing to fund the cost of acquiring and developing geothermal resources. Also, theenergy projects. The Company also requires funds for other operating activities and to finance the growth of our business, including the construction and commissioning of power generationsustainable energy facilities. We may not be able to obtain the needed funds on terms acceptable to us or at all. Further, if additional funds are raised by issuing equity securities, significant dilution to our current shareholders may occur and new investors may get rights that are preferential to current shareholders. Alternatively, we may have to bring in joint venture partners to fund further development work, which would result in reducing our interests in the projects.
We may be unable to obtain the financing we need to pursue our growth strategy in the geothermal powerenergy production, segment, which may adversely affect our ability to expand our operations. When we identify a geothermal propertyan energy project that we may seek to acquire or to develop, a substantial capital investment will be required. Our continued access to capital, through project financing or through a partnership or other arrangements with acceptable terms, is necessary for the success of our growth strategy. Our attempts to secure the necessary capital may not be successful on favorable terms, or at all.
Market conditions and other factors may not permit future project and acquisition financingsfinancing on terms favorable to us. Our ability to arrange for financing on favorable terms, and the costs of such financing, are dependent on numerous factors, including general economic and capital market conditions, investor confidence, the continued success of current projects, the credit quality of the projects being financed, the political situation in the jurisdiction in which the project is located and the continued existence of tax laws which are conducive to raising capital. If we are unable to secure capital through partnership or other arrangements, we may have to finance the projects using equity financing which will have a dilutive effect on our common stock. Also, in the absence of favorable financing or other capital options, we may decide not to build new plants or acquire facilities from third parties. Any of these alternatives could have a material adverse effect on our gr owthgrowth prospects and financial condition.
It is very costly to place geothermal resourcesplants into commercial production. Before the sale of any powerenergy can occur, it will be necessary to construct a gathering and disposalseparating system, a power plant and a transmission line,delivery system and considerable administrative costs would be incurred together with the drilling of additional wells. To fund expenditures of this magnitude, we may have to find a joint venture participant with substantial financial resources. There can be no assurance that a participant can be found and, if found, it would result in us having to substantially reduce our interest in the project.
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We may be unable to realize our strategy of utilizing the tax and other incentives available for developing geothermal powersustainable energy projects to attract strategic alliance partners, which may adversely affect our ability to complete these projects. Part of our business strategy is to utilize tax and other incentives available to developers of geothermal power generatingsustainable energy plants to attract strategic alliance partners with the capital sufficient to complete these projects. Many of the incentives available for these projects are new and highly complex. There can be no assurance that we will be successful in structuring agreements that are attractive to potential strategic alliance partners. If we are unable to do so, we may be unable to complete the development of our geothermal powerenergy projects and our business could be harmed.
We may not be able to manage our growth due to the commencement of operations which could negatively impact our operations and financial condition. Significant growth in our operations will place demands on our operational, administrative and financial resources, and the increased scope of our operations will present challenges to us due to increased management time and resources required and our existing limited staff. Our future performance and profitability will depend in part on our ability to successfully integrate the operational, financial and administrative functions of our projects and other acquired properties into our operations, to hire additional personnel and to implement necessary enhancements to our management systems to respond to changes in our business. There can be no assurance that we will be successful in these efforts. Our inability to manage the increased scope of operations, to integrate acquired properties, to hire add itionaladditional personnel or to enhance our management systems could have a material adverse effect on our results of operations.
If we incur material debt to fund our business, we could face significant risks associated with such debt levels. We will need to procure significant additional financing to construct, commission and operate our power plants in order to generate and sell electricity.energy. If this financing includes the issuance of material amounts of debt, this would expose the Company to risks including, among others, the following:
·
a portion of our cash flow from operations would be used for the payment of principal and interest on such indebtedness and would not be available for financing capital expenditures or other purposes;
·
a significant level of indebtedness and the covenants governing such indebtedness could limit our flexibility in planning for, or reacting to, changes in our business because certain activities or financing options may be limited or prohibited under the terms of agreements relating to such indebtedness;
·
a significant level of indebtedness may make us more vulnerable to defaults by the purchasers of electricity or in the event of a downturn in our business because of fixed debt service obligations; and
·
the terms of agreements may require us to make interest and principal payments and to remain in compliance with stated financial covenants and ratios. If the requirements of such agreements were not satisfied, the lenders could be entitled to accelerate the payment of all outstanding indebtedness and foreclose on the collateral securing payment of that indebtedness, which would likely include our interest in the project.
In such event, we cannot assure you that we would have sufficient funds available or could obtain the financing required to meet our obligations, including the repayment of outstanding principal and interest on such indebtedness.
We may not be able to successfully integrate companies that we may acquire in the future, which could materially and adversely affect our business, financial condition, future results and cash flow. Our strategy is to continue to expand in the future, including through acquisitions. Integrating acquisitions is often costly, and we may not be able to successfully integrate our acquired companies with our existing operations without substantial costs, delays or other adverse operational or financial consequences. Integrating our acquired companies involves a number of risks that could materially and adversely affect our business, including:
·
failure of the acquired companies to achieve the results we expect;
·
inability to retain key personnel of the acquired companies;
·
risks associated with unanticipated events or liabilities; and
·
the difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures.
If any of our acquired companies sufferssuffer performance problems, the same could adversely affect the reputation of our group of companies and could materially and adversely affect our business, financial condition, future results and cash flow.
The success of our business relies on retaining our key personnel. We are dependent upon the services of our President and Chief Executive Officer, Roderick C. Bartlett, our Chief Financial Officer, Simon Thomas, our Director Joe F. Dickson, our Senior VP of Business Development for the South and West Asia Sector, Shahhid Vohra,Director Des Biali, and Dr. Mory Gomshei, our Vice President – Geothermal Technologies.Advisor– Sustainable Power Engineering. The loss of any of their services could have a material adverse effect upon us. As of the date of this report, the Company has executed compensation agreements with some of these persons except Mr. Bartlett, andbut does not havehold key-man insurance on any of them.
9
Our development activities are inherently very risky. The high risks involved in the development of a geothermal resource cannot be over-stated. Exploration costs are high and are not fixed. The geothermal resource cannot be relied upon until substantial development, including drilling, has taken place. The costs of development drilling are subject to numerous variables such as unforeseen geologic conditions underground which could result in substantial cost overruns.
Our future drilling operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond our control, including economic conditions, mechanical problems, title problems, weather conditions, compliance with governmental requirements and shortages or delays of equipment and services. If our drilling activities are not successful, we could experience a material adverse effect on our future results of operations and financial condition.
In addition to the substantial risk that wells drilled will not be productive, or may decline in productivity after commencement of production, hazards such as unusual or unexpected geologic formations, pressures, downhole conditions, mechanical failures, blowouts, cratering, explosions, uncontrollable flows of well fluids, pollution and other physical and environmental risks are inherent in geothermal exploration and production. These hazards could result in substantial losses to us due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage and suspension of operations.
The impact of governmental regulation could adversely affect our business by increasing costs for financing or development of powerenergy plants. Our business is subject to certain jurisdictional laws and regulations, including laws and regulations on taxation, the exploration for and development, production and distribution of electricity,energy, and environmental and safety matters. Most land management, requires competitive auction of all geothermal leases on Government lands. Competitive leasing significantly increases the cost of obtaining leases on Government land, is adding to the capital costs needed to develop geothermal projects, is increasing the total electrical power prices needed to make a geothermal project viable and is making it more difficult to acquire additional adjacent lands for reservoir protection and exploration.
If Federal lands or any Federal involvement are included in any geothermal development, requirements of the National Environmental legislation is evolving in a manner that means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.
The drilling for geothermal resources is governed by specific rules. These rules typically require drilling permits and govern the spacing of wells, rates of production, prevention of waste and other matters, and, may not allow or may restrict drilling activity, or may require that a geothermal resource be unitized (shared) with adjoining land owners. Such laws and regulations may increase the costs of planning, designing, drilling, installing, operating and abandoning our geothermal wells, the power plant and other facilities. Many environmental requirements and permits, include public disclosure and comment. It is possible that a legal protest could be triggered through one of the permitting processes that would delay construction and increase cost for one of our projects.
Because of these jurisdictional regulations, we could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil or water, including responsibility for remediation costs. We could potentially discharge such materials into the environment:environment via:
·
from a well or drilling equipment at a drill site;
·
leakage of fluids or airborne pollutants from gathering systems, pipelines, power plant and storage tanks;
·
damage to geothermal wells resulting from accidents during normal operations; and
·
blowouts, cratering and explosions.
Because the requirements imposed by such laws and regulations are frequently changed, we cannot assure you that laws and regulations enacted in the future, including changes to existing laws and regulations, will not adversely affect our business by increasing cost and the time required to explore and develop geothermal projects.
Any development project of our resource assets will be directly affected by the royalty regime applicable. The economic benefit of future capital expenditures for projects is, in many cases, dependent on a satisfactory royalty regime. There can be no assurance that the provincial/state governments will not adopt a new royalty regime that will make capital expenditures uneconomic or that the royalty regime currently in place will remain unchanged.
10
Industry competition may impede our growth and ability to enter into powerenergy purchase agreements on terms favorable to us, or at all, which would negatively impact our revenue. The electrical power generation and fuel production industry of which geothermal power is a sub-component, is highly competitive and we may not be able to compete successfully or grow our business. We compete in areas of pricing, grid access and markets. The industry in many jurisdictions is complex as it is composed of public utility districts, cooperatives and investor-owned powerenergy companies. Many of the participants produce and distribute electricity.electricity and fuels. Their willingness to purchase electricity or fuel from an independent producer may be based on a number of factors and not solely on pricing and surety of supply. If we cannot enter into powerenergy purchase agreements on terms favorable to us, or at all, it would negatively impact our revenue and our decisions regarding development of additional prope rties.
Some of our target leases will terminate if we do not achieve commercial production during the primary term of the lease, thus requiring us to enter into new leases or secure rights to alternate geothermal resources, none of which may be available on terms as favorable to us as any such terminated lease, if at all. Most of the geothermal resource leases are for a fixed primary term, and then continue for so long as commercial production is achieved or pursuant to other terms of extension. The land covered by some of our target leases is undeveloped and has not yet achieved commercial production of the geothermal resources. Leases that cover land which remains undeveloped and does not achieve commercial production and leases that expire, will terminate. In the event that a lease is terminated and we determine that we will need that lease once the applicable project is operating, we would need to enter into one or more new leases with the owner(s) of the premises that are the subject of the terminated lease(s) in order to develop geothermal resources from, or inject geothermal resources into, such premises or secure rights to alternate geothermal resources or lands suitable for injection, all of which may not be possible or could result in increased cost to us, which could materially and adversely affect our business, financial condition, future results and cash flow.plants.
Actual costs of construction or operation of a power plant may exceed estimates used in negotiation of powerenergy purchase and powerenergy financing agreements.If the actual costs of construction or operations exceed the model costs, the Company may not be able to build the contemplated powerenergy plants, or if constructed, may not be able to operate profitably. The Company’s financing agreements will typically provide for a priority payback to our partner. If the actual costs of construction or operations exceed the model costs, we may not be able to operate profitably or receive the planned share of cash flow and proceeds from the project.
There are some risks for which we do not or cannot carry insurance. Because our current operations are limited in scope, the Company carries property and, public liability insurance and directors’ and officers’ liability coverage as needed, but does not currently insure against any other risks.
As its operations progress, the Company will acquire additional coverage consistent with its operational needs, but the Company may become subject to liability for pollution or other hazards against which it cannot insure or cannot insure at sufficient levels or against which it may elect not to insure because of high premium costs or other reasons. In particular, coverage is not available for environmental liability or earthquake damage.
Our officers and directors may have conflicts of interests arising out of their relationships with other companies. Several of our directors and officers serve (or may agree to serve) as directors or officers of other companies or have significant shareholdings in other companies. To the extent that such other companies may participate in ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. From time to time, several companies may participate in the acquisition exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.
Risks Relating To the Market for Our Securities
A significant number of shares of our common stock are eligible for public resale. If a significant number of shares are resold on the public market, the share price could be reduced and could adversely affect our ability to raise needed capital. The market price for our common stock could decrease significantly and our ability to raise capital through the issuance of additional equity could be adversely affected by the availability and resale of such a large number of shares in a short period of time. If we cannot raise additional capital on terms favorable to us, or at all, it may delay our exploration or development of existing properties or limit our ability to acquire new properties, which would be detrimental to our business.
11
Because the public market for shares of our common stock is limited, investors may be unable to resell their shares of common stock. There is currently only a limited public market for our common stock on the OTCBB in the United States, and investors may be unable to resell their shares of common stock. The development of an active public trading market depends upon the existence of willing buyers and sellers that are able to sell their shares and market makers that are willing to make a market in the shares. Under these circumstances, the market bid and ask prices for the shares may be significantly influenced by the decisions of the market makers to buy or sell the shares for their own account, which may be critical for the establishment and maintenance of a liquid public market in our common stock. We cannot give you any assurance that an active public trading market for the shares will develop or be sustained.
The price of our common stock is volatile, which may cause investment losses for our shareholders. The market for our common stock although newly initiated is assumed to be highly volatile. The trading price of our common stock on the OTCBB is subject to wide fluctuations in response to, among other things, quarterly variations in operating and financial results, and general economic and market conditions. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to our companyCompany could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may cause investment losses for our shareholders.
We do not intend to pay any cash dividends in the foreseeable future. We intend to reinvest any earnings in the development of our projects. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash.
Our stock is subject to the Penny Stock rules, which impose significant restrictions on broker-dealers and may affect the resale of our stock.A penny stock is generally a stock that:
·
is not listed on a national securities exchange or NASDAQ,
·
is listed in the "pink sheets" or on the NASD OTC Bulletin Board,
·
has a price per share of less than $5.00 and
·
is issued by a company with net tangible assets less than $5 million.
The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:
·
determination of the purchaser's investment suitability,
·
delivery of certain information and disclosures to the purchaser, and
·
receipt of a specific purchase agreement before effecting the purchase transaction.
Many broker-dealers will not effect transactions in penny stocks, except on an unsolicited basis, in order to avoid compliance with the penny stock trading rules. In the event our common stock becomes subject to the penny stock trading rules,
·
such rules may materially limit or restrict the ability to resell our common stock, and
·
the liquidity typically associated with other publicly traded equity securities may not exist.
Because of the significant restrictions on trading penny stocks, a public market may never emerge for our securities. If this happens, you may never be able to publicly sell your shares.
12
Item 2. Properties.
Our principal executive offices and mailing address is #105-5119 Beckwith,SUITE104-511 17503 La Cantera Parkway, San Antonio, TX, USA 78249.78257. Our telephone number is 210-561-6015. We also share an office in Canada at #4-12342 82A Ave, Surrey BC. Both office situations are now month to month.210-888-0785.
We intend to consolidate the Canadian office and the US office into an international office based out of Ft. Lauderdale, FL.
In September 2006, we purchased a 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash. The lease is for a five year term and calls for annual rental and royalty payments in accordance with the Mines and Mineral Act of Alberta. The land consists of a one ¼ section Crown lease of Petroleum and Natural Gas rights.
Item 3. Legal Proceedings.
Our companyCompany is not a party to any bankruptcy, receivership or other legal proceeding,proceeding.
Terra Energy Corp. who’s President Chris van Vliet is a shareholder of TransAct through his legal council Palkowski & Company threatened in October 2010 to take legal action against TransAct Energy Corp. in regards to a $10,000 convertible promissory note. Terra Energy demanded conversion of the note to which TransAct Energy decided under the terms of the note they were not entitled to and instead issued them a cheque for payment in full which was promptly refused by Terra Energy. Since this time their legal council Mr. Robert J. Palkowski is no longer practising law and no further action has been taken. Terra Energy has verbally represented that they will only be satisfied with an issuance of common stock as demanded. We have had a legal review of the note in question and will defend the Company vigorously from any further claim.
Aqua Terra Power Corp. who’s president is Chris van Vliet a shareholder of TransAct Energy Corp. borrowed money from TransAct Energy in regards to geothermal projects in British Columbia, Canada. At the time TransAct was contemplating acquiring Aqua Terra Power if they were successful in their geothermal exploration. Aqua Terra was not successful and any contemplated relationship was terminated. Since that time the Aqua Terra notes payable to TransAct Energy, now totalling $306,766.86 (no further interest is accrued on this loan because of its status) matured and were demanded. No payment has been made and to the best of our knowledge,understanding they have no such proceedings by or againstability to repay this debt. We will take legal action if the cost of said action can be justified.
Mr. Shahhid Vohra was under a two year contract with TransAct Energy Corp. havethis relationship was terminated by Vohra and accepted effective the end of September 2010. Vohra threatened legal action after making a claim against the Company of $44,263.66 through his council Robert J. Palkowski. The Company disagreed with the claim and instead claimed back that Vohra owed them $26,052.80. The Company intends on pursuing these funds. Vohra to date has taken no further action other than disparaging the Company to clients Vohra was aware of. The Company is assessing if any material damage has occurred.
Apollo Financial Management Group, LLC and their attorney Robert Cook accepted escrow funds from TransAct Energy in the amount of $15,000. The terms of the agreement with Apollo were never met and TransAct terminated the agreement and demanded repayment of the escrow funds. To date there has been threatened.no return of the funds nor any response to our claims so the Company will evaluate its next legal steps in collecting its money.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company first traded on February 24, 2010 on the Over-The-Counter Bulletin Board (the “OTCBB”) under the trading symbol “TEGY”. Future trading prices of our common shares will depend on many factors, including, among others, our operating results and the market for similar securities.
As of March 22, 2010,February 7, 2013, there were approximately 40are 41 active shareholders of record holding 10,502,00215,654,952 restricted shares of the Company’s common stock and 11,014,375 unrestricted shares eligible for trading of which 9,623,853 are considered active shares. The total issued and outstanding is 26,668,952shares of common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no pre-emptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
We have not paid, nor declared, any dividends since our inception and do not intend to declare any such dividends in the foreseeable future. Our ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.
13
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
TransAct Energy Corp. is a Nevada corporation. The Company’s shares of common stock trade on the over the counter bulletin board under the symbol “TEGY”. TEGY is a development stage company and has not started receiving revenues from operating activities. We have entered into undisclosed, non-material, letters of intent over
The company has been using “sweat equity” throughout the past year to acquire interestsobtain the EfW technology previously discussed and to utilize a land asset owned by others in existing oilMexico for financing. Most of our efforts have been towards obtaining the financing for the development of the TEFW plant in Scotland in order to complete the technology acquisition . Although we think our efforts will result in a positive outcome they are not yet reflected on the books of the Company.
Although we had very little working capital we have managed to maintain a relationship with our suppliers and gas exploration, Geothermal exploration, power project and power conservation companies. Some of these intents have expired, some are ongoing, when they become material, as in they become binding and create a potential financial obligation, they will be disclosed.minimum reporting status.
Plan of Operation
For the fiscal2013 year ended December 31, 2009, the CompanyCompany’s focus is focused on:to:
1)1.)
Secure working capital significant enough to pay all accounts payable and fund day to day operations through 2013;
2.)
Complete the evaluationdevelopment of potential new geothermal project acquisitions;
2)
the evaluation of potential new powerwaste to energy plant project acquisitions.
3)
the evaluation of potential new power conservation acquisitions.;in Scotland;
Results of Operations
Period from December 31, 2008January 1, 2012 to December 31, 20092012
We did not generate anygenerated zero ($”0” USD) in revenue from January 1, 20092012 to December 31, 2009.2012. For the year ended December 31, 20092012 our general expenses were $134,795.$562,671. Expenses consisted primarily of professional fees, administrative and management fees and miscellaneous expenses. The professional fees incurred in 2009 were,with the balance going to a large extent, to our auditors and legal counsel for preparation of our S-1 registration statement and continued SEC reporting requirements.operating costs. During 20092012 we recorded non-cash interest expense of $65,464$366,932 as a result of beneficial conversion on notes payable issued during fourth quarter 2009.payable. As a result, we have reported a net loss of $(191,386)$(929603) for the period ended December 31, 2009.2012. Our total net loss from inception on March 15, 2006 through December 31, 2009was $(280,154)2012 was $(3,842,080).
Stock-Based Compensation Costs
Stock-based compensation represents 3.27%6.51% of the Company’s operating expenses for the fiscal year ended December 31, 2009. There was no stock based compensation from the prior year. The main reason for the increase is number of shares issued to our sole director, officer and employee for fiscal year ending December 31, 2009.2012. The stocks are a part of our annual executive compensation plan, and are issued to obtain, retain and motivate our directors, executives and employees.
Liquidity and Capital Resources
At December 31, 20092012 we had total assets of $280,158.$85,556. Our Current assets are $264,091 consisting of $3,800 in cash $260,291 in loan and interest receivable.$85,556. We have $12,684 in lease investments in an oil and gas lease. Further we have $3,383 incompletely written down our software. Current liabilities at December 31, 20092012 totalled $179,111$2,229,305 they consisted of accounts payable in the amount of $83,053 and notes$184,828, accrued interest of $579,670, compensation payable in the amount of $92,964.$1,251,757, notes payable, net in the amount of $213,050.
We filed a registration statement on Form S-1 with the Securities and Exchange Commission to register up to 2,000,000 shares of common stock for sale at a price of $.25 per share for a total of up to $500,000. The registration statement was declared effective on December 12, 2008. We exceeded the minimum of our offering of $250,000 on or before August 31, 2009 and subsequently closed the offering. We issued a total of 1,102,000 shares under our offering of $0.25 per share to raise a total of $274,398. The funds were used as per the prospectus to cover the offering costs and to secure additional business for our operations.
Potential Acquisitions
The Company intends to grow through the acquisition of ownership or leasehold interests in properties and/or propertytechnology rights that it believes will create value as the Company’s geothermalenergy resources, and through possible mergers with or acquisitions of operating powerenergy plants and geothermal or other renewable energy properties.
14
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been made. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for the financial statements.
Cash and Cash Equivalents
The Company considers cash deposits and highly liquid investments to be cash and cash equivalents for financial reporting presentation on the balance sheet and statement of cash flows. The Company subscribes to the accounting standards that define cash equivalents as highly liquid, short-term instruments that are readily convertible to known amounts of cash, which are generally defined investments that have original maturity dates of less than three months.
Contractual Obligations
We have material commitments for the next twelve months that include the annual rentaloffice facilities, support staff, supporting professionals (including our accountants, lawyers and royalty payments on the Med Hat lease, the office facilitiesauditors) and the management compensation agreements. We will require additional capital to meet our liquidity needs. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In the past, we have relied on capital contributions from shareholders to supplement operating capital when necessary. We anticipate that we will receive sufficient contributions from shareholders to continue operations for at least the next twelve months. However, there are no agreements or understandings to this effect. We may sell common stock, take loans from officers, directors or shareholders or enter into debt financing agreements.
Need for Additional Financing
We estimate our ongoingupcoming operating expenses to be $900,000.00$4,000,000.00 per year. We do not have any commitments for capital expenditures however we do anticipate entering into commitments to secure acquisitions. We believe we will need additional funds to cover our expenses and acquisitions for the next twelve months. Management anticipates that we will not receive sufficient advances from our president to meet our needs through the next 12 months. Our need for capital may change dramatically as we pursue our business plan during that period. At present, we have no material understandings, commitments or agreements with respect to the acquisition of any business venture or capital commitments. Further, we cannot assure that we will be successful in consummating business opportunities on favourable terms or we will be able to profitably manage any business opportunities. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt fi nancing.financing.
We intend to raise $5,000,000.00$25,000,000.00 in order to satisfy our immediate ongoing expenses and planned business strategy. The likelihood is that we will have to secure a private placement or convertible debt to affect the raise of capital eithercapital. Either scenario will result in the sale of equity and add to the dilution of existing shareholders.
Off Balance Sheet Arrangements
As of December 31, 2009,2012, the Company does not have any off balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
See Financial Statements following the signature page of this report.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
15
Item 9A. Controls and Procedures.
None.
Item 9A(T). Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how w ellwell designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act and based on the criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2009,2010, the end of the period covered by this Report. However anticipating greater levels of business activity in the near term we expect that we will require a financial controller in order to maintain our disclosure controls and procedures. Steps have been taken to bring on this person in a timely manner.
Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2009,2012, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
(b)Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls or procedures over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. Other Information.
There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter, 20092012 has been disclosed.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Identification of Directors, Executive Officers and Significant Employees
The following sets forth certain information concerning the current directors, executive officers and significant employees of our company. Each director has been elected to serve until our next annual meeting of stockholders and until his successor has been elected and qualified. Each executive officer serves at the discretion of the board of directors of our company,Company, and each has been elected for a 1 year term.
NAME | AGE | POSITION |
|
|
|
|
|
|
Roderick C. Bartlett(1) |
| Chief Operating Officer and Director Corporate Secretary |
Simon Thomas(1) | 58 | Chief Financial Officer, and Director |
Joseph F. Dickson (1) (2) |
|
|
|
|
|
(1) | Member of the Compensation and Governance Committees. |
(2) | Independent Director. |
Our director and executive officer has not, during the past five years:
·
had any bankruptcy petition filed by or against any business of which such individual was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,
·
been convicted in a criminal proceeding and is not subject to a pending criminal proceeding,
·
been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Business Experience
The following is a brief biography of our officers and directors.
Henry Andrews, Director. Mr. Andrews is 64 years old and holds a Bachelor of Science in Criminal Justice and a Masters of Education Counselling. He served for 30 years with the State of Georgia in public service. Mr. Andrews held such positions as Institutional Administrator, Psychologist, Counselor, Warden and associate professor of Social Science at South Georgia College. For the past five years Mr. Andrews has been in the private sector as CEO and President of a real estate management company and a retail food company.
Rod Bartlett,. President, CEO and Director has over 3035 years of experience in business development. Rod was a founding shareholder of TransAct Energy Corp. and has been instrumental in bringing it through the regulatory and business development process. Rod is heavily involved in the negotiations related to securing future business for the company. During the last decade, Rod has been active in the public markets. ActionView International (advertising), Quest Oil (oil & gas), and S2C Global Systems (water distribution) are a few of the companies that he has been instrumental in developing and taking them to the next level.
Des Biali (B.Sc. Electrical Engineering, P.Eng.).Director & Advisory Board Member:Des Biali has owned and operated DB Systems Inc. for the past 25 years. Prior to this, he was an Engineering Consultant with R.J. Wong and Associates Ltd., responsible for detailed engineering, design, and construction supervision of major projects. Mr. Biali has a degree in engineering, post graduate training in advanced control systems from the University of Saskatchewan, Canada and is a licensed member of the Association of Professional Engineers in British Columbia and Saskatchewan, Canada:
Joseph F. Dickson,Dickson. Chief Financial Officer, Corporate Secretary and Director, 55 years of age:Director: Joseph Dickson was the Chief Operating Officer of Innovation Fuels, IncInc. out of Syracuse, NY leading the company’s bio-diesel plant operation and project development efforts from Sept. 2007 until Dec. 2009. Mr. Dickson was the Director of Entrepreneurship at Syracuse University, Syracuse, NY from FebFeb. 2006 to Sept. 2007, the COO, Integrated Defense Systems, Inc., Glen Rock, PA from June 2005 to Jan. 2006 and the COO, Drug Risk Solutions, LLC a drug discovery company from June 2000 to June 2005. Mr. Dickson has 3035 years of business experience in new ventures, business plan execution, organizational management, and operations. He has a background in high tech product design and development, manufacturing, and sales and marketing to commercial and military markets gained while working at GE and other high tech companies. He started and successfully financed two companies i nin the microelectronics and information technology industries. He has an undergraduate degree in chemistry and an MBA.
17Simon G Thomas.Chief Financial Officer and Director: Mr. Thomas is a British citizen with residency in Rome, Italy. Mr Thomas has spent the past twelve years as an independent global project funding consultant across a diverse range of industry. The six years preceding this Mr. Thomas focused in electronics exclusively consulting on projects and their funding throughout the Eastern blocks, Asia and Far East countries. For twelve years starting in 1983 Mr. Thomas was the managing director of Electronic Applications Ltd. This company acted as overseas agents for a number of equipment manufacturers such as Gerber Scientific and Westinghouse. Mr. Thomas’s formal education included a degree in Business studies from Loughton College of Further Education.
Significant Employees Who Are Not Executive Officers
Shahhid Vohra,Senior Vice President Business Development South and West Asia, began his career as the main promoter of SAI SHIPPING CO (P) LTD in 1977, a closely owned company in the business as Shipping Agents and Chartering Brokers in India with head office in Bombay. Mr. Vohra moved into his own yacht building and sales company Platinum Super Yachts in the 90’s and continued to expand his network throughout Europe and Asia. In 2004 he moved himself and his family to Canada. In 2009 he started working with TransAct bringing his international contacts of rulers, investors and industrialists.
Family
There are no family relationships between the members of our board of directors.
Audit Committee and Audit Committee Financial Expert
To date, the newly formed board of directors (“BOD”) has not formed a formal audit committee, nor has it secured an audit committee financial expert. The BOD intends to form said committee and secure said expert when it becomes operational.
Audit Committee Financial Expert
Our board of directors currently acts as our audit committee. Because we have not commenced significant operations to date, our Board of Directors is still in the process of finding an "audit committee financial expert" (as defined in Regulation S-K) and directors that are "independent" (as that term is used in Section 10A of the Securities Exchange Act).
Audit Committee
Our audit committee will oversee a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including by (1) assisting our board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor's qualifications and independence and the performance of our internal audit function and independent auditors, (2) appointing, compensating, retaining and overseeing the work of any independent registered public accounting firm engaged for the purpose of performing any audits, reviews or attest services, and (3) preparing the audit committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least three directors on our audit committee, each of whom will be independent under the requirements of the NASDAQ Capital Market, the Sarbanes-Oxley Act and the rules and regulations of the SEC.
Other Committees of the Board
Compensation Committee.Our compensation committee will review and recommend our policies relating to compensation and benefits for our executive officers and other significant employees, including reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluating the performance of our executive officers relative to goals and objectives, determining compensation for these executive officers based on these evaluations and overseeing the administration of our incentive compensation plans. The compensation committee will also prepare the compensation committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least two directors on our compensation committee, each of whom will be independent under the requirements of the NASDAQ Capital Market.
Nominating and corporate governance committee. Our nominating and corporate governance committee will (1) identify, review and recommend nominees for election as directors, (2) advise our board of directors with respect to board composition, procedures and committees, (3) recommend directors to serve on each committee, (4) oversee the evaluation of our board of directors and our management, and (5) develop, review and recommend corporate governance guidelines and policies. We will have at least two directors on our nominating and corporate governance committee, each of whom will be independent under the requirements of the NASDAQ Capital Market.
Code of EthicsWe have recently adopted a Code of Ethics and Business Conduct authorizing the establishment of a committee to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our officers, directors and employees.
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Item 11. Executive Compensation.
We have a formal compensation agreements or employment contracts with our Chief Financial Officer, our Senior Vice president of Business Development South and West Asia and intend to have one with our Chief Executive Officer. Simon Thomas became the companies CFO and a director effective January 1st, 2011. Joe Dickson ceased to be the CFO effective Dec 31st, 2010. We do not currently have a compensation agreement with our BOD and our Advisory Board members, although we intend to do so in the future. All Officers, Directors and Advisory Board members will are reimbursed for their expenses related to Company service. Our officerofficers did receive compensation for the year ended December 31, 2009.2012. The Directors were paid $5000 in restricted stock awards for the 2011 year on May 25, 2012.
Executive Management changed in January 2010 with Henry Andrews resigning as CEO and CFO but remaining as a Director. Joe Dickson resumed the role of CFO and Rod Bartlett resumed the role of CEO. The table below reflects the compensation for the years 2007 thru 2009 only.
SUMMARY COMPENSATION TABLE